Annual Report
2023
Contents
2
4
5
12
Chairman and
CEO’s Letter
Performance
Overview
Our Customer
First Plan
Sustainability
at Myer
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Financial Statements
16
29
54
55
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
92
93
98
100
Annual General Meeting
The fourteenth Annual General Meeting (AGM) of Myer Holdings Limited (ABN 14 119 085 602) (Company or Myer) will be held
on Thursday 9 November 2023 at 2:00pm (Melbourne time).
The AGM will be a hybrid meeting, held in-person at The Edge, Fed Square – Swanston Street & Flinders Street, Melbourne VIC
3000, and on an online platform. Shareholders attending in-person will be able to vote and ask questions during the AGM.
Shareholders attending online will be able to access a webcast of the AGM, vote and submit questions. A telephone facility
will also be available to shareholders to ask a question verbally during the AGM.
The online platform can be accessed at: meetings.linkgroup.com/MYR23
The 2023 Myer Annual Report reflects Myer’s financial and sustainability performance for the period 31 July 2022 to 29 July 2023. It covers
our retail and store support operations in Australia. The Annual Report is prepared for all Myer stakeholders including shareholders,
analysts, customers, suppliers, team members, and the wider community. Content is based on ASX financial and governance reporting
guidelines, stakeholder feedback, and Myer’s business strategy. Further information is available from myer.com.au.
Acknowledgement of Country
In the spirit of reconciliation, Myer acknowledges the Traditional Custodians of country throughout Australia and their connections to
land, sea, and community. We pay our respects to their Elders past and present and extend that respect to all Aboriginals and Torres
Strait Islander people.
1 — Myer Annual Report 2023
About Myer
As one of the Country’s favourite and most trusted department stores, we are continuing
to place customers first in every decision we make and every action we take. We provide
friendly, helpful service, high quality and exclusive brands, with compelling value.
Myer operates 56 department stores across Australia, as well as
Myer in the community
our online business: myer.com.au, and with our team members,
we are committed to being Australia’s favourite department
Myer has a long-standing history of supporting local communities
store. Our merchandise offer includes core product categories:
and is proud to partner with more than 58 charities across
Womenswear; Menswear; Childrenswear; Beauty; Homewares;
Australia annually. Myer’s founder Sidney Myer was a well-known
Electrical Goods; Toys and General Merchandise. The majority
philanthropist, and it is in his tradition that the Myer Community
of Myer’s operations are in Australia and encompass Myer
Fund remains committed and focused on charitable work.
department stores, sass & bide and Marcs and David Lawrence.
In addition to our Australian operations, we have a sourcing office
located in Hong Kong. Myer’s online business is a significant asset,
now representing 20.5% of total sales.
About MYER one
Our loyalty program, MYER one, has more than seven million
The Myer Community Fund is the national charity of the Myer
Group; it is a public ancillary fund and governed by its own
Board. The Fund is committed to raising funds through charitable
activities involving Myer team members, customers, and
suppliers. We believe that by engaging with and contributing
to the communities in which we live and work, we can have a
positive social impact, make a lasting contribution, and help
digitally contactable members. Members earn Credits on
achieve positive change.
purchases at Myer that convert into Reward Cards on a quarterly
basis. For every 1,000 Credits earnt, Members receive a $10
In FY23, the Myer Community Fund was proud to raise over $2.4
Reward Card. Further details about the MYER one program are
million, to support our charity partners, including The Salvation
available at: myerone.com.au
Army, The Pyjama Foundation and local charity partners
nationally. Funds go towards supporting children and families in
Australia, including those sadly impacted by family violence.
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2 — Myer Annual Report 2023
Chairman
and CEO’s Letter
Dear Shareholder,
• FY23 NPAT(2) of $71.1 million, an increase of 18.2% on FY22.
We are pleased to report that it has been another strong year
for Myer, delivering our highest full year sales result since 2005,
with continued profitability and a strong balance sheet, which
provides a solid foundation to deliver our future plans and growth
opportunities under our successful Customer First Plan.
• Statutory NPAT of $60.4 million includes Implementation Costs
and Individually Significant Items of $10.7 million consisting of
expected closure costs of the Altona and Richlands Distribution
Centres from the Factory to Customer (F2C) initiative, and the
closure of the Brisbane City store.
• Net cash at period end was down $66 million to $120 million,
All of this, despite a softer trading outcome in the fourth quarter as
driven by higher dividend payments and capital investments;
a result of current economic conditions all retailers are facing.
inventory was well controlled, ending the year at the same level
Our multi-channel offer continues to be a key strength as we
continue to capitalise on customers returning to stores after
COVID-19 pandemic enforced closures in the prior year,
underpinned by our leading customer loyalty proposition in MYER
one. Our online offer is a scale business that returned to growth
in the second half and has continued to increase market share
throughout FY23.
as the prior corresponding period.
• A fully franked final dividend of 1.0 cent per share was declared,
bringing total FY23 dividends to 9.0 cents per share (including
4.0 cents per share interim ordinary dividend and 4.0 cents per
share interim special dividend, both already paid); compared
to 4.0 cents per share in FY22.
Momentum of the Customer First Plan
The strength of the balance sheet and continuing focus on cash
management has seen us continue to invest strategically in store
formats, technology and the merchandise offering, including the
progressive rollout of new and expanded brands.
The Customer First Plan was introduced in FY19 and has continued
to deliver strong momentum in FY23. It encompasses all aspects
of the Company, underpinning growth and unlocking further
shareholder value.
The distribution of $86 million of dividends to our shareholders,
demonstrates the Board’s confidence in the Plan and the Myer
Some of the key deliverables over the past year include:
business.
FY23 Results
• The National Distribution Centre (NDC) began operational
testing and a new-build Regional Distribution Centre (RDC) in
Wacol, Queensland, is scheduled to commence operations in
Our financial highlights include:
2024.
• Continued investment in Myer’s online capability underpins
• Total sales(1) rose 12.5% to $3,362.9 million. The second half
the Company’s multi-channel strength with online sales growth
total sales growth of 0.4% reflected a deterioration of trading
since FY19 of 163%, representing 20.5% of total sales in FY23.
conditions in the fourth quarter as macro-economic factors
impacted consumer demand.
• The continued focus on MYER one resulted in record results across
all major metrics of the program with greater engagement, new
• Cost of Doing Business(2) (CODB) was $824.1 million or 24.5% of
member acquisition and spend driven by improved member
total sales, representing an improvement of 42 basis points (bps)
experiences, personalisation and greater rewards.
year-on-year.
• Myer continued to improve its store network, with major
• Group online(3) sales were $690.5 million or 20.5% of total sales,
refurbishments completed at Tea Tree Plaza and Ballarat. In
a decline of 4.5% cycling mandatory store closures in the first
addition, refurbishments at both Marion and Chermside are in
quarter of FY22; representing a four year Compound Annual
progress.
Growth Rate (CAGR) of 27.4% from FY19 (pre-COVID).
• Delivery of new and expanded brands of significant scale,
• Operating gross profit grew by 6.9% to $1,224.6 million;
demonstrated by the recent addition of the Country Road
margin decreased by 189 bps to 36.4%, which includes the
Group, the re-introduction of Bendon and the continued focus
unfavourable impact of higher shrinkage and foreign exchange
on making the big brands bigger.
movements. The year-on-year margin variance improved in the
second half to 161bps (first half: down 212 bps year-on-year).
• There was significant progression on technology transformation
in-store, with new point of sale registers making customer
• EBIT(2) when compared to FY19 (pre-COVID) is up 88% on a
transactions quicker and team member Zebra mobility devices
pre-AASB16 basis.
providing a higher level of service to our customers.
3 — Myer Annual Report 2023
The delivery of this program, including a number of initiatives set to
Thank you
land in FY24, will continue to underpin the future growth of Myer’s
business and allow further unlocking of shareholder value.
From both of us, and on behalf of the Board and executive team,
The Board
Following the appointment of Non-Executive Director, Terry
McCartney, on 10 November 2022, there were no further changes
to the Board during the 2023 financial year.
During the second half of the year, the Chairman and Board
embarked on a process of considering further Director
we want to thank our shareholders, our wonderful team members,
our brand partners and suppliers – the backbone of our business
– and above all else, our customers for your ongoing support and
loyalty.
It was another strong year of delivery against our Plan and we
know there is more to be done. We look forward to continuing to
work with you to deliver another strong year in FY24.
candidates to complement the existing skills and experience
Yours sincerely,
of the Board, focusing in particular on the key elements of the
Customer First Plan and future growth areas. As part of this
process, the overall size of the Board, continuing renewal, and
independence were also considered. There was constructive
engagement by the Chairman with the Company’s largest
shareholder throughout this process.
The outcome of this process and the retirement of the current
Chairman and transition to Ari Mervis as the new Chairman
for the next phase of Myer’s growth have been separately
announced to the market.
Executive team
JoAnne Stephenson
John King
Chairman
CEO and Managing Director
John King announces his retirement
John King advised the Board that he will be retiring from
Nigel Chadwick advised that he will be retiring from his
his role as CEO and Managing Director in the second
role as Myer’s Chief Financial Officer in early 2024. He will
half of calendar 2024 and will return to the US.
be succeeded by Deputy CFO, Matt Jackman, with Matt’s
appointment to take effect from 1 February 2024.
The Board thanks John for his extraordinary contribution to
the Company and appreciates that his decision to leave
Matt has been with the Myer business for over six years, having
in the second half of 2024 is based on being with his family
previously worked in finance leadership roles at Toll Group
as their health circumstances demand. John joined Myer
after starting his career at KPMG. This appointment will ensure
five years ago, quickly establishing the Customer First Plan
a smooth transition within the business.
We thank Nigel for his outstanding contribution over the
course of the last six years, which has been instrumental to the
turnaround seen at Myer under the Customer First Plan.
which has not only seen Myer navigate the pandemic but
also transition the business into a profitable and stronger
business that has returned to paying regular dividends to
its shareholders and re- establishing Myer as Australia’s 8th
most trusted brand, according to Roy Morgan.
Year ahead
With the ongoing uncertainty in the economic outlook, we
remain cautious however we are pleased with the momentum
generated from the Customer First Plan and confident that
the initiatives to be delivered will ensure we are well placed to
meet the market volatility ahead.
Myer Chairman, JoAnne Stephenson, said:
“The Board thanks John for his extraordinary
contribution to the Company. In what will be more
than six years at the end of his tenure, John will
have delivered a remarkable turn-around in the
positioning and performance of the business.”
• We have the right value-based brand proposition.
Myer CEO, John King, said:
• We continue to bring new brands and expanded brand
offers to our customers.
• We continue to invest in technology, our multi-channel.
capability, supply chain and stores to generate future value.
• We will continue to provide deeper customer value through.
our Myer one program and partnerships.
Footnotes
(1) Revenue from sale of goods excluding concession sales and sales
revenue deferred under customer loyalty program was $2,565.8 million
(FY22: $2,340.6 million)
(2) Excluding Implementation Costs and Individually Significant Items
(3) Group online sales include sass & bide and Marcs and David Lawrence.
Excludes sales via in-store iPads
“When I leave Myer next year, I will do so knowing that
the business has a great team of people and a bright
future. I am proud of what we have achieved so far
with lots more to do, so it will be a busy year ahead.”
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4 — Myer Annual Report 2023
Performance
Overview
We are pleased with the strength and quality of our Full Year result, which despite a softer
trading outcome in Q4 as a result of current economic conditions, not only delivered our
highest full year sales result since 2005, but also showed continued profitability and a
strong balance sheet which provides a solid foundation to deliver our future plans and
growth opportunities under our successful Customer First Plan.
12.5%
increase in total sales(1)
6.5%
18.2%
increase in earnings before
interest and tax (EBIT)(2)
increase in net profit
after tax(2)
Key Financials
$ Millions
Total Sales(1)
Operating Gross Profit (OGP)
Cost of Doing Business (CODB)(2)
2023
2022
Change
3,362.9
2,989.8
12.5%
1,224.6
1,145.2
6.9%
(824.1)
(745.2)
10.6%
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA)(2)
400.5
400.0
Earnings before Interest and Tax (EBIT)(2)
196.2
184.2
0.1%
6.5%
Net Profit after Tax(2)
Implementation costs and individually significant items (post-tax)
Statutory Net Profit after Tax
Basic EPS (cents)(3)
Basic EPS (cents) – adjusted(4)
71.1
(10.7)
60.4
7.4
8.7
60.2
18.2%
(11.2)
(4.8%)
49.0
23.3%
6.0
7.3
23.4%
18.3%
Footnotes
(1) Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(2) Excluding implementation costs and individually significant items
(3) Based on statutory NPAT
(4) Based on NPAT excluding implementation costs and individually significant items
5 — Myer Annual Report 2023
Our
Customer First Plan
In the fifth year of the Customer First Plan, all Myer team members remain focused
on delivery – providing a leading offer, great value, with the best customer service
– ensuring we remain Australia’s favourite and one of the most trusted department
stores in the Country.
Our values
C U S T O M E R S
C O M E F I R S T
O W N O U R
F U T U R E
D O W H A T ’ S
R I G H T
O N E
I N C L U S I V E
T E A M
Our Customer First Plan – Five Years of Delivery
ACC E L E R AT E O N L I N E
ACC E L E R AT E F 2 C
E N GAG E T H E C U S T O M E R
A DA P T I N - S T O R E E X P E R I E N C E
R E F O C U S M E R C H A N D I S E
R AT I O N A L I S E PR O PE R T Y
R E D U C E CO S T S
Accelerate Online: focus on profitable online growth
and building scale by leveraging our best-in-class multi-
channel capability and through a continuing focus on
user experience and range development, which has
seen group online sales contributing $690.5 million in
FY23, representing 20.5% of total sales.
Accelerate Factory to Customer: we are delivering
transformational improvements to fulfilment cost
and customer experience with operational testing
underway at our National Distribution Centre, which
will ensure we are getting products to our customers
in the quickest and most efficient way. Additionally,
construction is underway of a Regional Distribution
Centre in Wacol, Queensland, to further improve
fulfilment capability, as we continue to provide
customers with improved fulfilment options.
customer satisfaction. This includes ongoing investments
in store formats, including refurbishments completed at
Tea Tree Plaza and Ballarat, with Marion and Chermside
refurbishments in progress. In addition, we have made
improvements to our product offer, and the increasing
use of technology in store, such as M-Metrics and the
completed roll out of new point of sale registers and
Zebra mobility devices, have transformed the customer
and team member experience in store.
Refocus Merchandise: disciplined focus on our
merchandise offer has resulted in deeper relationships
with our key brand partners, a more balanced offer
across all categories, and sees Myer as the destination
for appealing and growth focused brands, including
the Country Road Group brands, which is all part of our
ongoing focus on making the big brands bigger.
Engage the Customer: driving record engagement and
new customer growth through our MYER one loyalty base
by delivering improved rewards, greater personalisation
Rationalise Property: strategically review, optimise
and reduce our overall store space with a view to
driving greater profitability and productivity gains,
and leveraging new and expanded partnerships with
exemplified by the closure of our Brisbane and
CommBank, Virgin Australia and American Express, where
Frankston stores. We have also handed back space at
members of these programs can use points to pay for
our Tea Tree Plaza store during the year.
online purchases at Myer.
Adapting our in-store experience: our focus on
delivering an uplifted in-store experience has
contributed to significantly higher levels of in-store
Reduce Costs: proactively realign our cost base to
manage profitability and increase flexibility as the
change to our markets and channels accelerates.
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6 — Myer Annual Report 2023
Footnotes
(1) Group online sales include sass & bide and Marcs and David Lawrence.
Excludes sales via in-store iPads
(2) Based on analysis commissioned by Mastercard comparing Myer’s
performance against the retail industry
Accelerate online
Group online(1) sales were $690.5 million, down 4.5% year-on-
year driven by customers returning to stores post pandemic.
Importantly, online sales represented 20.5% of total sales, and
returned to growth of 3.2% in the second half. Compared to
FY19, Group online(1) sales are up 163.2%.
We remain diligently focused on continuing to improve our
end-to-end online customer experience to drive sales growth,
enhance customer lifetime value and drive cost out of the
business. We have successfully delivered over 100 initiatives,
including expanding AI to deliver personalised search results,
alongside multiple improvements to enhance our product
pages, filtering experiences, checkout and online MYER one
experience to make it easier and more enjoyable to shop
online. Excitingly, we have added Virgin Australia and American
Express to our suite of pay with points programs online, providing
further flexibility and choice to our customers.
We continue to strengthen our dominance as a destination for
gifting, providing our customers with a wonderful Christmas
experience combining wanted brands and products with a new
online Santaland booking experience. Our travel goods business
continues to go from strength to strength, re-establishing Myer as
a destination of choice. We have also continued to provide our
customers with a differentiated assortment via our Marketplace
offering, growing the range with over 10,000 new products, and
expanding into the Fashion and Beauty categories. There has
been ongoing work to match our store and online ranges with
some iconic brands launching online, including Witchery, Politix,
Mimco, American Eagle and Aerie.
With our continued focus on improving the customer
experience, our online Net Promoter Score has significantly
improved, growing from +60 in FY19 to +69 in FY23.
We remain focused on making online even bigger and better,
whilst being more data driven in our approach to engaging our
customers.
$690.5m
Group online(1) sales, representing
20.5%
of total sales
+110bps
Online market share growth(2)
7 — Myer Annual Report 2023
Accelerating factory to customer
Our new 40,000 square metre National
Distribution Centre (NDC) has begun
operational testing for both stores and
online fulfilment.
Our NDC will deliver widespread customer benefits and
efficiencies for both the stores and online business, and we have
just commenced operational testing to ensure product flow and
systems are working correctly.
The NDC, through leading innovation and automation, will
ensure better distribution of stock to our stores, delivering
greater efficiency in inventory management, reducing mark
down requirements and maximising sell through.
It will also provide a more efficient online fulfilment process to
enable delivery of greater profitability and ensuring we have
the future capacity to meet the growth expectations we have
within the online channel.
The NDC features more than 200 Autonomous Mobile Robots
(AMRs) and boasts three different AMR technologies (Geek+ RS8
Shuttles for boxed storage and retrieval, P800 AMRs for hanging
garments and SC100 Pedestal AMRs for sortation).
It will be the largest Geek+ RS8 shuttle implementation to date in
the Southern Hemisphere.
The design of the NDC is to an uncertified 5-star Green Star
rating and includes water harvesting and recycling, LED lighting
throughout the warehouse and offices, energy-efficient fittings
and the use of sustainable materials where applicable. There
are also 2 x 99kW solar panel installations that are helping to
reduce the NDC’s overall energy consumption.
Myer has also signed a multi-year Agreement for Lease on a new-
build Regional Distribution Centre (RDC) in Wacol, Queensland.
At 20,141 square metres, the facility is approximately 70% larger
than the current Richlands RDC with the build well underway.
Practical completion for the site is scheduled for December 2023.
The fitout will commence in early 2024 and the site is expected
to become operational in mid-2024, at which time Myer will exit
the current Richlands facility.
With an increased stockholding capacity and a small element
of automation, Wacol RDC will complement the new NDC at
Ravenhall, whilst focussing on service to the Queensland store
portfolio and local online customers.
New ‘Australia Post Metro service’ for Myer
customers
Australia Post has launched a new next-day delivery
service ahead of Myer’s busy peak trade period. Australia
Post Metro provides Myer customers with both speed and
more certainty when they shop online and is available in
metropolitan Melbourne, Sydney, and Brisbane, and will
be expanded to new locations over the coming months.
Myer’s Executive General Manager of Supply Chain, Tony
Carr, welcomed the announcement by Australia Post,
which will ensure faster online deliveries for our customers
and responds directly to customer feedback in this area.
“We know there is nothing more important than getting
products to our customers in the quickest and most
effective way, and our partnership with Australia Post,
one of the most trusted organisations in the country,
will ensure we continue to provide a leading online
experience to our customers.
“The Australia Post Metro service will be welcomed by
Myer customers and will be particularly important to
shoppers as we head into our busiest trading months
of the year in the lead up to Christmas.”
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8 — Myer Annual Report 2023
Adapt in-store experience
We also have brand partner access to the platform planned
for 1H24, ensuring Myer team members and brand partners are
Team members have continued with our focus on providing
working in an even closer and more collaborative way.
exceptional service, a strong value proposition, improving store
appearance and layouts, as well as continuing to enhance our
In addition to this, we have a number of team development
range and offer - making the big brands bigger.
programs underway across the business. This includes monthly
leadership essentials workshops and leadership pitstops
This work has led to us again recording strong customer
developing leadership and capability across our store network,
satisfaction results, with our in-store team members receiving a
as well as the Myer Retail Development Program, supporting the
score of 83%, up from 70% in 1H18.
In addition, Myer was again named Department Store of the Year
by Roy Morgan, as well as being rated highly by Roy Morgan as
the 8th most trusted brand in Australia in their recent Risk Report.
professional development of our future leaders. Importantly, this
has contributed to one in three team members who have
completed training being promoted.
General Manager of Retail Operations, Gary Stones, said:
Our biggest store technology transformation is well progressed,
“Myer has undertaken the biggest transformation of store
making sure team members have the technology they need
to service our customers in an even better way. The 18-month
technology in recent times, and it has been great to see how
this step-change in technology has significantly improved the
transformation has delivered new Zebra TC57X mobility devices
customer experience in store.
and new NCR point of sale to all stores. New OmniStore point of
sale software is planned for pilot in 2H24.
The Zebra mobility devices allow team members to be data
driven and digitally connected with the introduction of brand-
new applications significantly enhancing customer and team
member experience and delivering multiple process efficiencies.
Our leading M-Metrics team member application continues
to be the cornerstone of the way we communicate and
engage with our store team members, providing real time
digital communications, product knowledge and performance
recognition delivered direct to our team members. The app
displays customer feedback and provides a wide range of
learning moments, including video content.
“Our new registers are delivering simpler and quicker
transaction times and our Zebra mobility devices are allowing
team members to provide on-the-spot assistance with stock
availability, as well as team members being able to connect to
provide faster service and assistance to our customers.”
Store improvements
We are continuing to improve the customer experience with
major refurbishments completed at Tea Tree Plaza and Ballarat,
with Marion and Chermside refurbishments in progress.
83%
in-store team members’
customer service
satisfaction score
Voice of our customers
Our Voice of Customer program provides our customers with the opportunity
to rate their shopping experience and we have maintained leading customer
satisfaction results this year with our in-store team members receiving a score of
83% Customer Service Satisfaction.
Two of our team members who provided exceptional service to our customers
are Linda Field and Julie-Ann Materne:
Linda Field
Garden City, WA
Julie-Ann Materne
Tea Tee Plaza, SA
Linda received feedback from 163
Julie-Ann received feedback from
customers, averaging a Customer
135 customers, averaging a Customer
Service Satisfaction result of 96% for
Service Satisfaction result of 96% for
the year. One of our customers said:
the year. One of our customers said:
“Linda was engaging and such a
“Knowledgeable, friendly and
lovely personality while serving us.
great customer service. Very
She made special effort to come
impressed. I have a customer
around and hand over bags to my
service background and I feel
6 year old daughter which was a
that great customer service
special gesture as she was doing
comes naturally to Julie-Ann.
shopping for her sister’s birthday.”
I left feeling lifted.”
9 — Myer Annual Report 2023
Refocus merchandise
Chief Merchandise Officer, Allan Winstanley, said:
As exemplified by the addition of the Country Road Group of
brands, Myer is continuing to work with key brand partners to
cement long-term, strategic partnerships to drive commercial
success. This work is seeing more brands choose Myer as their
preferred trading partner with new brands added across our
“The addition of the Country Road Group of brands has been
welcomed by customers and demonstrates why more and
more brands are choosing Myer. They like our approach
of making the big brands bigger as well as the reach and
strength of our store network and online, and our leading
Fashion, Beauty and Home portfolios again this year. This is all part
MYER one loyalty program.”
of our ongoing strategy of making the big brands bigger.
As part of this, we are continuing to deepen the relationships
with our key brand partners which assists in securing greater
investment from brands, exclusive product and Myer only
ranges, with our top 20 brands in FY23 recording a 35% increase
in sales since FY19.
We also have a more balanced merchandise model across all
categories, improving resilience in uncertain times and the ability
to respond to changing customer demand. We are continuing to
add new brands at scale that resonate with our customers and
have a continued focus on inventory that has seen a flat inventory
position in FY23 and a lower level of aged stock versus FY19.
Key brands in womenswear and intimates including Country
Road, Trenery, Witchery, Mimco, American Eagle, Commonry,
Aerie, Vans, Crocs, Bendon, Pleasure State and TigerLilly have
added to our range, all of which have seen a very positive
response from customers. In addition, we have launched our
co-ordinated family sleepwear brand PJ Club.
In menswear, new brands including Country Road, Trenery, Politix,
Thrills, American Eagle (exclusively in Australia), Seed Men and
Russell Athletics were added to our range.
Myer Beauty continues to be the department store of choice
for leading luxury beauty brands and niche fragrances. This
year brought three exciting new beauty halls for our customers
in Tea Tree Plaza, Toowoomba and Ballarat, where new beauty
experiences were introduced with Benefit Brow services. Paco
Rabanne’s Pacollection launched in Sydney and introduced our
customers to a new Australia-first fragrance experience, exclusive
to Myer with PUIG’s AirParfum technology.
Melbourne’s beauty hall continued to elevate the customer
experience, launching world-class and Australia-first counters in
partnership with Chanel, Tom Ford, Jo Malone and Clinique.
Rationalise property and reduce overheads
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Country Road returns home to Myer
Much loved Country Road Group brands: Country
Road - including Country Road Kids and Country Road
Home - Mimco and Politix as well as new brands Trenery
and Witchery have returned to Myer throughout the
year, both in store and online, with an extremely
positive response from customers.
Myer CEO, John King, said:
“The Country Road Group brands returning to Myer
is a clear demonstration of Myer’s attractive retail
proposition and reputation of fostering strong,
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Myer is continuing to reduce space across the business, delivering
strategic and tailored commercial outcomes that
a total of 14.1% reduction in space since the first half of FY18. This,
benefit our partners and customers.
combined with the store improvements, has seen in-store sales
productivity(1) increase by 10% versus FY19.
We also maintained a disciplined focus on cost, rightsizing our
cost base with CODB, as a percent of revenue, 265 basis points
lower than FY19, on a pre AASB16 basis.
Reducing costs and ensuring we are operating in the most efficient
and effective way continues to be a focus across the business.
Footnotes
(1) Department Stores sales per sqm based on selling m2 (SLA)
“This new partnership reconfirms Myer’s position as
Australia’s leading retail partner with the national
reach of our store network, significantly expanded
online offer and our leading MYER one loyalty
program.
“Many of our customers grew up with the Country
Road brand, and have welcomed its return to our
portfolio, alongside Witchery, Trenery, Mimco and
Politix.”
10 — Myer Annual Report 2023
Engage the customer
Strategic Partnerships
Our MYER one program continues to provide a key
In FY23, we have continued to grow our successful Pay with
competitive and strategic advantage for our business.
Points ecosystem, launching new partnerships with Virgin
With 7.3 million digitally contactable members across our
omni-channel network, the program enables us to connect
with our most valuable customers to provide relevant, insight
led communications and experiences, while providing the
core data and insights that underpin the customer and data-
Australia and American Express. These partnerships extend on
our incredibly successful partnership with CommBank in this
space. Combined with MYER one, these programs enable us
to reach and access 36 million customers, uniquely positioning
us to provide more value to more Australians.
first decisions made across the business.
Through these programs, customers are able to redeem their
During FY23, we have continued to utilise the program and its
rich data to get closer to our customers – to understand what
they want to buy, when they want to buy, and where they
want to buy it – than ever before.
We are using our data and analytics capabilities, infrastructure
and technology assets and owned channels more effectively
for promotions and offers, as well as advertising and marketing,
to better engage with our customers.
This is underpinned by our innovative Customer Value
Management program. Leveraging proprietary AI machine
learning models, this program is enabling us to better predict
customer behaviour and anticipate needs to provide more
personalised recommendations across our vast owned channel
marketing ecosystem. This is powering our ability to provide
more proactive engagement with our valued members, while
improving their engagement and lifetime value with our brand.
Our transformative approach in this space has been nationally
and internationally awarded for its innovation, sophistication
and scale, reflecting the great work our team are delivering,
each and every day, to unlock more value from MYER one,
while driving deeper engagement with our customers.
This has been powered by our continued focus on driving
MYER one in-store, and ongoing process improvements to
online user and account flows which has seen MYER one
engagement (tag rate) improve further in FY23, to its highest
level since public listing at 74.6% of sales.
CommBank, Virgin Australia and American Express loyalty
points as a form of currency online at myer.com.au and in-
store also for CommBank. They also continue to earn MYER
one credits on all eligible purchases, enabling them to get to
their next reward sooner.
These partnerships will continue to provide Myer with a new
source of customer acquisition and revenue growth both in-
store and online as customers unlock the value of their points to
shop our large range. This further supports our mission to provide
more value to more Australians and this is particularly important
Myer wins three categories in this year’s
International Loyalty Awards
Myer has won three categories in this year’s International
New member acquisition has grown 21.4% year on year, with
Loyalty Awards: International Loyalty Program of
approximately 720,000 new members joining the MYER one
the Year (Global Regional Winner – AU/NZ), Best
program in FY23. Encouragingly, we are continuing to attract
Use of Customer Analytics/Data and Best Use of
a younger, more affluent and digitally active customer, with
Communications in Loyalty.
55% of new members being under the age of 35.
General Manager of Customer Solutions, Rob Pope, said:
“Accelerating and unlocking the MYER one program has
continued to be a key strategic pillar in FY23, with a focus on
driving deeper engagement with our 7.3 million plus strong
digitally contactable member base, delivering our strongest
engagement results on record.”
In addition, Myer’s General Manager of Customer
Solutions, Rob Pope, picked up another special
recognition, being named one of the top 30 Global
Leaders in Loyalty under 40. Myer was also a finalist
for the ‘Best Loyalty Industry Innovation’ award for
the innovative Pay with Points partnerships with
CommBank and Virgin Australia.
The International Loyalty Awards are one of the most
prestigious awards programs in the industry. This year’s
finalists included an elite list of global leaders in this
space, including: Starbucks, Asda, T-Mobile, Vodafone
and Adidas – as well as Australian and Australian-based
retail finalists – Woolworths, Epsilon, Samsung and Rip Curl.
11 — Myer Annual Report 2023
as the economic conditions tighten and customers look for
alternate ways to make their dollar stretch further. Customers
Our MYER one program continues to grow with new
who have access to points spend significantly more and visit
partnership opportunities, providing an even better
more frequently than customers who do not, and we expect to
experience for our most loyal customers.
see this trend continue.
These programs further enhance our loyalty offer and customer
brand preference and cement Myer as the ultimate one-stop-
shop. They also provide a strong strategic platform to develop
deeper partnerships with our partners.
74.6%
tag rate
Chief Customer Officer, Geoff Ikin, said:
“At a time when Australians are looking to make their
dollar stretch further, Myer has been building new ways to
provide value to Australians through our recent partnership
with American Express and the Velocity Frequent Flyer
program - an extension of the very successful CommBank
Pay with Points program, and of course through our leading
loyalty program, MYER one.”
The percentage of MYER
one transactions for all
purchases in-store and
online has continued to
grow (330 basis points
year-on-year) and remains
at its highest level since
public listing.
720k
acquired customers
We have acquired 720,000
customers throughout FY23,
with 55% of these being
under the age of 35, mainly
in younger demographics.
4.2m
active customers
New and
innovative
partnerships
MYER one had 4.2 million
active customers in the last
12 months, making it one
of the largest active retail
loyalty programs in the
country.
The continued growth
and expansion of our
CommBank “Pay with
Points” program and the
new partnerships with
Velocity Frequent Flyer
and American Express
will continue to provide
new customer acquisition,
revenue, and engagement
opportunities.
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12 — Myer Annual Report 2023
Sustainability
at Myer
At Myer, sustainability is about responsible business growth and development that
considers and addresses the environmental, ethical, economic and social impacts of
our business operations and strategies.
Myer recognises that climate change is important to our
packaging. This is an evidence-based system underpinned by
customers, shareholders, suppliers and team members.
the PREP, providing easy to understand recycling information.
Myer continues to be committed to the development of a
These initiatives assist with keeping contamination out of the
Sustainability Strategy, taking into account business activities
recycling stream and recyclable material away from landfill.
and impacts, as well as stakeholder concerns and interests.
After carrying out packaging assessments in FY23 on 329
The Sustainability Strategy focuses on Energy Management,
product lines, Myer will continue its focus in this area and look to
Sustainable Packaging, Waste Management, Circular
expand the number and breadth of such assessments across its
Economy and Ethical Sourcing and Sustainable Merchandising.
supply chain and merchandising ranges.
Accountability for the implementation of this strategy is cross-
departmental, with many core business units working together
to embed sustainable initiatives into business processes and
ensuring the values of our stakeholders continue to be met.
Renewable sources were also introduced into private label
merchandising packaging, including Forest Stewardship
Council (FSC) accredited materials. Myer has committed
to reviewing all packaging with reference to Sustainable
Myer continues to update its Sustainability web page on
Packaging Guidelines (SPG) or equivalent and will continue
its Investor and Media Centre, providing customers and
to embed the SPGs further into business processes and
stakeholders with information on Myer’s commitments and
collaborate with suppliers for private label and supply chain
initiatives.
packaging.
The website is used to release information on an ongoing basis
Since 2021, Myer has phased out single-use plastic shopping
and enable connection and transparency with stakeholders,
bags and decreased plastic bags by approximately 7 million
customers and shareholders as Myer continues along its
bags. Myer has also implemented paper bags into its Western
sustainability journey.
Sustainable packaging
Packaging is a key focus of the Sustainability Strategy, with a
number of initiatives in place across departments to reduce
packaging, increase the amount of recycled and renewable
content in private label packaging and implement labelling
regarding recyclability.
Myer remains a committed signatory to the Australian
Packaging Covenant (APC), submitting its 16th Annual Report
in March 2023. The APC is a national co-regulatory initiative in
place of state-based regulatory arrangements for sustainable
packaging management, optimising packaging practices,
reducing the environmental impact of packaging in Australian
communities and increasing recycling diversion.
Myer has also created a multi-stakeholder packaging steering
committee to execute packaging initiatives and developed
a supplier web page for Myer’s suppliers to obtain information
and resources in relation to packaging.
Myer conducted a large number of packaging reviews across
private label packaging through the Packaging Recyclability
Evaluation Portal (PREP), which is an online platform used by
organisations to verify if packaging is recyclable in Australian
Australian and Queensland stores and will complete a
national roll out by January 2025. For online packaging, Myer
is transitioning away from virgin plastic in its satchels, and
cardboard boxes are made from recycled content and are
fully recyclable. Myer paper bags and online packaging have
adopted the ARL to communicate whether it can be recycled.
Waste management
Myer continues to reduce the volume of waste sent to landfill,
while sustaining effective re-use systems including cardboard
and paper, clear flexible plastics, apparel hangers, damaged
and unsold stock, timber pallets and security tags. Myer also has
a Reverse Logistics process that recycles or salvages products,
such as hangers. In FY23, the hanger reuse rate increased from
63% to 80%, equating to a total of 1,074 tonnes of CO2 emissions
reduced, 3,156,803 litres of water saved and 356 tonnes of waste
reduced from landfill.
In FY23, Myer’s commitment to total waste and recycling
generation was demonstrated with a recycling diversion rate of
68.8%, up from 66.4% in FY22. A waste management roadmap
was also implemented to continue to improve on existing waste
and recycling systems and processes within Myer’s operations.
Circular economy
kerbside collections. Based on these evaluations, Myer
Myer continues to expand its circular economy initiatives. During
implemented the Australasian Recycling Label (ARL) onto
FY23, Myer offered customers a convenient place to drop off
13 — Myer Annual Report 2023
textiles and cookware through in-store partnership recycling to
suppliers, an ethical audit is required at a minimum.
support with closing the loop and preventing these materials
going to landfill.
In FY23, Myer’s private label brands sourced products from
over 250 suppliers located across 12 countries. The majority of
Myer engaged with longstanding charity partner The Salvation
private label brand products are sourced from China, India,
Army for the Moving the Needle initiative. Participating stores
Bangladesh and Vietnam. A review of audits from 250 vendors
in this initiative include Eastland, Fountain Gate, Melbourne
across 407 factories identified no zero tolerance issues and 78
City, Sydney City, Erina, and Penrith. In FY23, Myer diverted
high risk issues primarily relating to excessive overtime hours.
approximately 1.8 tonnes of textiles away from landfill. The
Myer continues to engage in collaborative efforts with suppliers
intention is to expand this initiative nationally in 2024.
and factories, offering support and assistance to rectify
Myer has also engaged Textile Recyclers Australia (TRA) to
collect textile waste such as off-cuts and samples from the
Merchandising teams at Myer’s Support Office. The collected
any non-compliances identified and develop and validate
corrective action plans to achieve compliance with the ethical
sourcing policy.
materials are then upcycled into furniture filler, diverting them
During the year, Myer continued its focus on strengthening
away from landfill and reducing the use of virgin materials. A
its ethical sourcing program with a continued emphasis on
total of 372.4 kilograms of textile waste has been collected. This
improving and implementing mitigation processes for identified
initiative is a practical approach to turn waste into a resource
modern slavery risks. The complexity of supply chains remains
that supports a circular economy.
a key priority, with a primary focus on increasing traceability
Myer continues to partner with internationally recognised
and mapping beyond our tier one supply chain to parties such
as component manufacturers, processing facilities and raw
homewares brand Tefal, and is launching a recycling cookware
campaign in 14 stores. Myer collected a total of 1.5 tonnes of
material suppliers.
cookware that was recycled and diverted away from landfill.
Myer also published its third modern slavery statement, which
showcased the ongoing strides taken in identifying, assessing
and mitigating modern slavery risks within our operations
and supply chain. This statement reflects our collaborative
approach, involving multiple internal departments to integrate
ethical sourcing initiatives into our processes.
Myer has also partnered with Recycle Mate for Tefal’s cookware
recycling, an initiative of the Australian Council of Recycling
with funding support from the Australian Government’s
Environment Restoration Fund program.
This program allows governments, recyclers and communities
to work together to gather and share recycling information.
Through artificial intelligence, the Recycle Mate app advises the
best local disposal options so that consumers can confirm which
bin to use at home or learn if there is a better recycling option
nearby. By scanning the cookware, consumers are directed to
Myer stores participating in these two initiatives.
Ethical sourcing
Myer recognises its obligation to uphold global human rights
standards, ethical business practices, and worker safety.
Myer’s Ethical Sourcing Framework establishes a uniform,
harmonised approach to responsible sourcing and is grounded
in internationally recognised standards such as the Ethical
Trade Initiative (ETI), establishing minimum standards for
suppliers. Suppliers and business partners are required to uphold
principles of accountability and ethical business conduct.
Myer’s Ethical Sourcing Policy requires all suppliers and business
partners to implement processes within their operations
that acknowledge the rights of all workers in alignment with
internationally recognised standards. This means adherence
to a set of ethical sourcing principles that grants workers
a safe work environment free from discrimination, abuse
and harassment, protected against forced or child labour,
compensated fairly, and allowed freedom of association and
the right to collectively bargain.
The framework takes a risk-based approach which defines the
level of due diligence and monitoring that applies to suppliers
based on risk exposure. In the case of private label brand
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14 — Myer Annual Report 2023
Sustainable merchandise
Our team
Myer acknowledges and is aligned with customers’
Myer team members are our most important resource. We
expectations for sustainable merchandising. Continuing to
are committed to offering our approximately 10,000 team
increase the offering of sustainable merchandise remains a key
members a supportive, challenging and rewarding workplace
focus of our Sustainability Strategy. This includes the ongoing
that enables them to contribute to Myer’s success and reach
development of products that have sustainably sourced
their full potential.
or recycled materials, products that are made ensuring
animals are treated humanely and that no harmful processes
are employed, products that support specific community
organisations, Australian made or products of Australia and
products that are designed to be reusable.
Myer aspires to create and maintain a collaborative and
inclusive workplace to reflect the diversity of our customers
and our community. The business focuses on three key inclusion
priorities: cultural diversity, LGBTQIA+ inclusion and female
representation at senior leadership levels. These priorities form
The impacts of fibres are reviewed as part of the design and
the basis of our ongoing diversity and inclusion calendar of
development process, with private label teams focusing on
programs and events, as well as communications with our team.
utilising a number of sustainable alternatives to traditional fibres,
including Certified European Flax, organic cotton, recycled PET
and recycled nylon, vegan leather alternatives and Tencel.
The Myer Group’s workforce composition as at 29 July 2023
was 78.9% female, with 59.4% of leadership roles and 40% of
our Non-Executive Directors being female. Myer monitors
Work also continues to be done to explore avenues to increase
progress in female representation through measurable
supply chain transparency and further ensure certification of
objectives in terms of succession planning, parental leave and
sustainably sourced fibres, including cotton and wool.
leadership development metrics.
Our commitment to developing the leadership and capability
of our team was also reflected with the continuation of
Certificate IV in Retail Management, Merchandise Buyer
and Planner in Training programs and Leadership training
programs during the year.
Energy management
Myer is committed to reducing our carbon emission impacts and
continues to explore sustainable and renewable energy options.
In FY23, Myer developed a Scope 1 & 2 decarbonisation
roadmap and has commenced the integration of Scope 3
targets.
Myer’s total energy use for the year reduced by 1.4%, which is
equivalent to a 4.3% reduction in greenhouse gas emissions
(CO2). Since the commencement of the strategy, we have
achieved a 37% reduction in total net company overall energy
use and a 52% reduction in CO2 emissions.
Myer has also commenced LED lighting upgrades and has
conducted a number of store lighting audits to prioritise which
stores will be selected for energy efficient lighting upgrades. For
example, in November 2022, the Chadstone store implemented
a complete LED lighting upgrade. Since installation, gross
energy consumption KwH at the store reduced by 41%, which is
equivalent to a reduction of 831 tonnes CO2 emissions.
Myer’s new National Distribution Centre in Victoria contains
energy-efficient fittings, solar panels and LED lighting
throughout the building. As our strategic plan continues to
develop, Myer will continue to focus on decarbonising through
various emissions reduction initiatives and will provide updates
through our sustainability web page and annual reports as our
strategy evolves.
15 — Myer Annual Report 2023
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Providing an environment where risks are well managed and
In the course of the year, over 97% of all team members
health and safety of all team members, contractors and
completed our annual safety training. Additionally, over 7000
customers has remained an overriding priority during FY23.
team members completed training on how to respond to
Through a program of regular review and verification of our
challenging interactions with customers.
controls, we ensure risk controls are continually updated and
reliably implemented and that key risks are well-managed.
We also continue to support our team and their families
with access to our Employee Assistance and Manager Asset
The wellbeing of our team and ensuring they have the
counselling programs, which have been actively promoted
knowledge and information available to ensure a safe working
throughout the year.
environment is an ongoing major focus. To drive improved
safety in our workplaces, we have focused on delivering safety
management training to all our team members and a targeted
workplace inspection program to enhance the identification and
management of commonly occurring hazards.
Sustainability performance and targets
Focus Area
Key Measure
Team
Diversity and inclusion (% female senior managers)
Workplace safety (LTIFR)
Environment
Greenhouse gas emissions reduction (%)
Waste Recycling rate (%)
Business
Code of Conduct Training
(% of required team members trained)
*impacted by store closures due to COVID-19 pandemic
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FY21
FY22
FY23
Performance
Performance
Performance
54.9
5.2
6.9
63.6
87.9
57.4
5.8
4.9*
66.4
85.6
59.4
7.9
4.3
68.8
86.4
FY24
Target
≥50
<5.6
≥2
≥70
≥80
16 — Myer Annual Report 2023
DIRECTORS’ REPORT
Your Directors present their annual report on the consolidated entity consisting of Myer Holdings Limited (ABN 14 119 085 602)
(the Company or Myer) and the entities it controlled (collectively referred to as the Group) at the end of, or during, the
financial period ended 29 July 2023.
1. Directors
The Directors of the Company during the financial period and / or up to the date of this Directors’ Report:
Director
Position
JoAnne Stephenson
Independent Non-Executive Director
Acting Chairman from 29 October 2020 to 15 September 2021
Chairman from 16 September 2021
John King
Dave Whittle
Chief Executive Officer and Managing Director
Independent Non-Executive Director
Jacquie Naylor
Independent Non-Executive Director
Ari Mervis
Independent Non-Executive Director
Terry McCartney
Non-Executive Director
Date appointed
28 November 2016
4 June 2018
30 November 2015
27 May 2019
20 September 2021
10 November 2022
Terry McCartney was appointed to the Board with effect from 10 November 2022. All other Directors served as Directors of
the Company for the whole financial period and until the date of this Directors’ Report. Details of the qualifications,
experience, and special responsibilities of each current Director are set out below.
JoAnne Stephenson
Independent Non-Executive Director
• Member of the Board since 28 November 2016
• Chairman from 16 September 2021
• Member – Audit, Finance and Risk Committee
• Chairman – Nomination Committee
• Member – Human Resources and Remuneration Committee
JoAnne has extensive experience spanning over 26 years across a range of industries. JoAnne was previously a senior
client partner in the Advisory division at KPMG and has key strengths in finance, accounting, risk management and
governance. JoAnne holds a Bachelor of Commerce and Bachelor of Laws (Honours) from The University of Queensland.
She is also a member of both the Australian Institute of Company Directors and Chartered Accountants in Australia and
New Zealand. JoAnne was previously a Director of Asaleo Care Ltd, Japara Healthcare Limited, and up until recently was
Chair of the Victorian Major Transport Infrastructure Board.
Other Current Directorships: JoAnne is an Independent Non-Executive Director of Challenger Limited and Qualitas
Limited.
John King
Chief Executive Officer & Managing Director
•
Member of the Board since 4 June 2018
John was appointed CEO & Managing Director on 4 June 2018. In this role, John has overall accountability for Myer and
was responsible for the creation of its successful Customer First Plan which continues to transform all parts of the business
with a focus on improved profitability, strengthened balance sheet and future capability.
John brings to the role more than 30 years’ retail experience in merchandising and management roles across a variety of
retail sectors, including department stores, value retail and wholesale apparel.
John started his career at Sainsbury’s and also worked for Marks & Spencer before taking senior roles in the
manufacturing and wholesale sector in the UK and the USA. John successfully led Matalan from 2003 to 2006, an apparel
and housewares retailer based in the UK, where he launched new brands, opened 20 new stores and successfully sold
the company back to the founder. Following Matalan, John led the successful turnaround of House of Fraser from 2006 to
2015. During his tenure he improved the product differentiation, decreased debt, improved EBITDA and repositioned the
business as one of the leading premium department stores in the UK.
1
DIRECTORS’ REPORT
financial period ended 29 July 2023.
1. Directors
Your Directors present their annual report on the consolidated entity consisting of Myer Holdings Limited (ABN 14 119 085 602)
(the Company or Myer) and the entities it controlled (collectively referred to as the Group) at the end of, or during, the
The Directors of the Company during the financial period and / or up to the date of this Directors’ Report:
Director
Position
JoAnne Stephenson
Independent Non-Executive Director
Acting Chairman from 29 October 2020 to 15 September 2021
Chairman from 16 September 2021
John King
Dave Whittle
Chief Executive Officer and Managing Director
Independent Non-Executive Director
Jacquie Naylor
Independent Non-Executive Director
Ari Mervis
Independent Non-Executive Director
Terry McCartney
Non-Executive Director
Date appointed
28 November 2016
4 June 2018
30 November 2015
27 May 2019
20 September 2021
10 November 2022
Terry McCartney was appointed to the Board with effect from 10 November 2022. All other Directors served as Directors of
the Company for the whole financial period and until the date of this Directors’ Report. Details of the qualifications,
experience, and special responsibilities of each current Director are set out below.
JoAnne Stephenson
Independent Non-Executive Director
• Member of the Board since 28 November 2016
• Chairman from 16 September 2021
• Member – Audit, Finance and Risk Committee
• Chairman – Nomination Committee
• Member – Human Resources and Remuneration Committee
JoAnne has extensive experience spanning over 26 years across a range of industries. JoAnne was previously a senior
client partner in the Advisory division at KPMG and has key strengths in finance, accounting, risk management and
governance. JoAnne holds a Bachelor of Commerce and Bachelor of Laws (Honours) from The University of Queensland.
She is also a member of both the Australian Institute of Company Directors and Chartered Accountants in Australia and
New Zealand. JoAnne was previously a Director of Asaleo Care Ltd, Japara Healthcare Limited, and up until recently was
Chair of the Victorian Major Transport Infrastructure Board.
Other Current Directorships: JoAnne is an Independent Non-Executive Director of Challenger Limited and Qualitas
Limited.
John King
Chief Executive Officer & Managing Director
•
Member of the Board since 4 June 2018
John was appointed CEO & Managing Director on 4 June 2018. In this role, John has overall accountability for Myer and
was responsible for the creation of its successful Customer First Plan which continues to transform all parts of the business
with a focus on improved profitability, strengthened balance sheet and future capability.
John brings to the role more than 30 years’ retail experience in merchandising and management roles across a variety of
retail sectors, including department stores, value retail and wholesale apparel.
John started his career at Sainsbury’s and also worked for Marks & Spencer before taking senior roles in the
manufacturing and wholesale sector in the UK and the USA. John successfully led Matalan from 2003 to 2006, an apparel
and housewares retailer based in the UK, where he launched new brands, opened 20 new stores and successfully sold
the company back to the founder. Following Matalan, John led the successful turnaround of House of Fraser from 2006 to
2015. During his tenure he improved the product differentiation, decreased debt, improved EBITDA and repositioned the
business as one of the leading premium department stores in the UK.
1
17 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
Dave Whittle
Independent Non-Executive Director
• Member of the Board since 30 November 2015
• Chairman – Audit, Finance and Risk Committee
• Member – Nomination Committee
• Member – Human Resources and Remuneration Committee
Dave has considerable brand, data, technology, omni-channel retail and digital transformation experience. He is a
Founder of Lexer, a global software company helping brands and retailers genuinely understand and engage their
customers. Previously, Dave spent 10 years with global advertising group M&C Saatchi in a number of local and
international leadership roles, culminating in three years as Managing Director in Australia. Prior to joining M&C Saatchi,
Dave was the first employee of a marketing services group that built four digital service and software businesses. Dave
has a Bachelor of Arts and a Bachelor of Commerce from Deakin University.
Other Current Directorships: Dave is a Director of Lexer Pty Ltd and Michael Hill International Limited.
Jacquie Naylor
Independent Non-Executive Director
• Member of the Board since 27 May 2019
• Member – Nomination Committee
• Chairman – Human Resources and Remuneration Committee
Jacquie was appointed as a Non-Executive Director on 27 May 2019. Jacquie brings to the role a wealth of experience
and knowledge of both women’s and men’s apparel, homewares and outdoor brands. She has been an owner, Director
and Executive at some of the most iconic Australian retailers. Jacquie has held the position of Non-Executive Director at
The PAS Group and was a Non-Executive Director of Macpac Retail.
At the Just Jeans Group, Jacquie was a Group Executive Director and responsible for driving the merchandise, marketing
and brand strategies of five of their key brands including Just Jeans, Jay Jays, Portmans, Jacqui E and Dotti.
Jacquie has extensive experience in portfolio optimisation through vertical integration and a track record of driving
brand growth and strategic transformation.
Jacquie was a Non-Executive Director of the Virgin Australia Melbourne Fashion Festival for more than 13 years and
remains committed to showcasing the fashion industry as well as new and emerging talent. Jacquie is also a member of
the Australian Institute of Company Directors and of the International Women’s Forum.
Other Current Directorships: Jacquie is a Non-Executive Director of Cambridge Clothing Ltd and Michael Hill International
Limited.
Ari Mervis
Independent Non-Executive Director
• Member of the Board since 20 September 2021
• Member – Audit, Finance and Risk Committee
• Member – Nomination Committee
Ari has broad global experience spanning a range of industries in branded goods, consumer staples, agriculture, food
and beverages. Ari’s career includes more than 25 years with global brewer SABMiller plc, including nearly 10 years as
Managing Director of the Asia Pacific region. In this role, Ari was Chairman of China Resources Snow Breweries, a joint
venture between China Resources Enterprises and SABMiller for 8 years, and Chairman of SAB India and SAB Vietnam. He
was also responsible for the acquisition and integration of Carlton and United Breweries by SABMiller.
More recently, Ari was the Executive Chairman of Accolade Wines from 2018 to 2020, and Managing Director and CEO of
Murray Goulburn from 2017 to 2018.
Ari brings a wealth of experience in formulating and executing strategies that helps drive top line growth in a sustainable
and responsible manner. Ari has a Bachelor of Commerce from the University of Witwatersrand.
Other Current Directorships: Ari is a Non-Executive Director and Chairman of McPherson’s Limited.
Terry McCartney
Non-Executive Director
• Member of the Board since 10 November 2022
• Member – Audit, Finance and Risk Committee
• Member – Nomination Committee
Terry has had a comprehensive career spanning more than 40 years in retail in both Executive and Director positions,
spanning the full spectrum of retailing – ranging from luxury goods in department stores to mass merchandise discount
operations.
Terry’s career started at Boans Department Stores in Perth, then moved to Grace Bros in Sydney. After the acquisition of
Grace Bros by Myer, he relocated to the merged department stores group in Melbourne. His executive career
culminated in his roles as Managing Director of Kmart Australia and New Zealand, and Managing Director of Myer Grace
Bros.
Other Current Directorships: Terry has been a Non-Executive Director of Premier Investments Limited since 2016, and
Premier’s wholly owned subsidiary, Just Group Limited, since 2008. Premier operates a portfolio of retail brands through
the Just Group, consisting of Just Jeans, Jay Jays, Peter Alexander, Smiggle, Jacqui E, Portmans and Dotti. Terry has also
served as the Chairman of Premier’s Remuneration and Nomination Committee since 2017.
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18 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
2. Directorships of Other Listed Companies
The following table shows, for each Director, all directorships of companies that were listed on the ASX, other than the
Company, since 31 July 2020, and the period during which each directorship has been held.
Director
Listed entity
JoAnne Stephenson
Challenger Limited
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Qualitas Limited
-
Michael Hill International Limited
Michael Hill International Limited
McPherson’s Limited
Terry McCartney
Premier Investments Limited
3. Meetings of Directors and Board Committees
Period directorship held
October 2012 – present
November 2021 – present
-
August 2023 – present
July 2020 – present
February 2021 – present
April 2016 – present
The number of meetings of the Board and of each Committee held during the period ended 29 July 2023 are set out below.
All Directors are invited to attend Committee meetings. Most Committee meetings are attended by all Directors; however,
only attendance by Directors who are members of the relevant Committee is shown in the table below.
Director
Meetings of
Directors
Audit, Finance and
Risk Committee
Human Resources and
Remuneration
Committee
Nomination Committee
Held*
Attended
Held*
Attended
Held*
Attended
Held*
Attended
JoAnne Stephenson
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Terry McCartney(1)
19
19
19
19
19
10
19
19
18
18
19
10
6
-
6
2
6
4
6
-
6
2
6
4
5
-
5
5
-
-
5
-
5
5
-
-
4
4
4
4
4
2
4
4
4
4
4
2
* Number of meetings held during the time the Director held office or was a member of the Committee during the period.
(1)
Terry McCartney was appointed to the Board as a Non-Executive Director, with effect from the conclusion of Myer’s 2022 AGM on 10 November 2022, and as a
member of the Audit Finance and Risk Committee and Nomination Committee, with effect from 13 December 2022.
4. Directors’ Relevant Interests in Shares
The following table sets out the relevant interests that each Director has in the Company’s ordinary shares or other securities
as at the date of this Directors’ Report. No Director has a relevant interest in a related body corporate of the Company.
Director
JoAnne Stephenson
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Terry McCartney
Ordinary Shares
Deferred Rights
Performance
Rights
Performance
Options
300,000
4,386,941
266,666
211,000
250,000
Nil
Nil
Nil
Nil
338,801
6,489,052
2,799,378
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
3
Director
Listed entity
JoAnne Stephenson
Challenger Limited
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Qualitas Limited
-
Michael Hill International Limited
Michael Hill International Limited
McPherson’s Limited
Terry McCartney
Premier Investments Limited
3. Meetings of Directors and Board Committees
Period directorship held
October 2012 – present
November 2021 – present
-
August 2023 – present
July 2020 – present
February 2021 – present
April 2016 – present
The number of meetings of the Board and of each Committee held during the period ended 29 July 2023 are set out below.
All Directors are invited to attend Committee meetings. Most Committee meetings are attended by all Directors; however,
only attendance by Directors who are members of the relevant Committee is shown in the table below.
Director
Meetings of
Directors
Audit, Finance and
Risk Committee
Remuneration
Committee
Nomination Committee
Held*
Attended
Held*
Attended
Held*
Attended
Held*
Attended
JoAnne Stephenson
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Terry McCartney(1)
19
19
19
19
19
10
19
19
18
18
19
10
6
-
6
2
6
4
6
-
6
2
6
4
5
-
5
5
-
-
4
4
4
4
4
2
4
4
4
4
4
2
* Number of meetings held during the time the Director held office or was a member of the Committee during the period.
(1)
Terry McCartney was appointed to the Board as a Non-Executive Director, with effect from the conclusion of Myer’s 2022 AGM on 10 November 2022, and as a
member of the Audit Finance and Risk Committee and Nomination Committee, with effect from 13 December 2022.
4. Directors’ Relevant Interests in Shares
The following table sets out the relevant interests that each Director has in the Company’s ordinary shares or other securities
as at the date of this Directors’ Report. No Director has a relevant interest in a related body corporate of the Company.
Director
JoAnne Stephenson
John King
Dave Whittle
Jacquie Naylor
Ari Mervis
Terry McCartney
Ordinary Shares
Deferred Rights
Rights
Options
Performance
Performance
300,000
4,386,941
266,666
211,000
250,000
Nil
338,801
6,489,052
2,799,378
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
5
-
5
5
-
-
Nil
Nil
Nil
Nil
Nil
DIRECTORS’ REPORT
Continued
19 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
2. Directorships of Other Listed Companies
5. Company Secretary and Other Officers
The following table shows, for each Director, all directorships of companies that were listed on the ASX, other than the
Company, since 31 July 2020, and the period during which each directorship has been held.
Paul Morris is the General Counsel and Company Secretary of the Company. Prior to joining Myer, Paul was General Counsel
and Company Secretary of Spotless Group.
Nigel Chadwick is the Chief Financial Officer of the Company. Details of Nigel’s experience and background are set out in
the Executive Management Team section of Myer’s Investor Centre website.
6. Principal Activities
During the financial period, the principal activity of the Group was the operation of the Myer department store business.
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The Directors’ Report includes references to Non-IFRS financial measures which represent the financial performance of the
Group excluding implementation costs and individually significant items. Refer to the Non-IFRS Financial Measures section
below.
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Summary of Financial Results for 52 Weeks Ended 29 July 2023:
•
Total sales(1) up 12.5% to $3,362.9 million.
• Group online sales(2) of $690.5 million, down 4.5%, representing 20.5% of total sales.
D
Human Resources and
• Operating Gross Profit (OGP) improved by 6.9% to $1,224.6 million, with OGP margin declining by 189 basis points to
36.4%.
• Cost of Doing Business(3) as a percent to sales decreased by 42 basis points, and was $824.1 million.
•
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA)(3) of $400.5 million.
• Net profit after tax(3) was $71.1 million, compared to net profit after tax(3) of $60.2 million in prior year.
•
•
Implementation costs and individually significant items of $10.7 million ($15.4 million pre-tax) included store and
distribution centre closure and space exit costs and asset impairments.
Statutory net profit after tax of $60.4 million, up 23.3% from prior year of $49.0 million.
• Net cash position of $119.6 million, a reduction of $66.3 million compared to FY22.
•
Final dividend of 1.0 cent per share, fully franked, to be paid on 16 November 2023 (Record Date is 28 September 2023).
Total FY23 dividends 9.0 cents per share (including 4.0 cents per share interim ordinary dividend and 4.0 cents per share
interim special dividend, both already paid).
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(1)
(2) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
(3)
Excluding implementation costs and individually significant items
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DIRECTORS’ REPORT
Continued
Income Statement for the 52 Weeks to 29 July 2023
Total sales(1)
Operating gross profit
Cost of doing business(2)
EBITDA(2)
Depreciation(2)
EBIT(2)
Net finance costs
Tax(2)
Profit after tax(2)
Implementation costs and individually significant items (post-tax)
Statutory profit after tax
2023
$m
3,362.9
1,224.6
(824.1)
400.5
(204.3)
196.2
(91.5)
(33.6)
71.1
(10.7)
60.4
2022
$m
2,989.8
1,145.2
(745.2)
400.0
(215.8)
184.2
(98.9)
(25.1)
60.2
(11.2)
49.0
Change
12.5%
6.9%
10.6%
0.1%
(5.3%)
6.5%
(7.4%)
33.7%
18.2%
(4.8%)
23.3%
(1)
(2)
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
Excluding implementation costs and individually significant items
Balance Sheet as at 29 July 2023
July 2023
$m
371.3
(401.7)
157.5
(89.6)
1,101.4
(1,644.9)
20.7
301.0
240.2
65.0
120.9
(60.1)
179.7
119.6
240.5
July 2022
$m
371.4
(429.3)
147.2
(96.7)
1,177.8
(1,699.2)
21.2
283.8
240.2
65.1
81.5
(58.0)
243.9
185.9
267.4
Inventory
Creditors
Other assets
Other liabilities
Right-of-use assets
Lease liabilities
Property
Fixed assets
Intangibles – Brands
Intangibles - Software
Total Funds Employed
Debt
Less Cash
Net Cash
Equity
5
DIRECTORS’ REPORT
Continued
Total sales(1)
Operating gross profit
Cost of doing business(2)
EBITDA(2)
Depreciation(2)
EBIT(2)
Tax(2)
Net finance costs
Profit after tax(2)
Statutory profit after tax
Inventory
Creditors
Other assets
Other liabilities
Right-of-use assets
Lease liabilities
Property
Fixed assets
Intangibles – Brands
Intangibles - Software
Total Funds Employed
Debt
Less Cash
Net Cash
Equity
Income Statement for the 52 Weeks to 29 July 2023
Cash Flow for the 52 Weeks to 29 July 2023
21 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
Implementation costs and individually significant items (post-tax)
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(1)
(2)
Excluding implementation costs and individually significant items
Balance Sheet as at 29 July 2023
2023
$m
3,362.9
1,224.6
(824.1)
400.5
(204.3)
196.2
(91.5)
(33.6)
71.1
(10.7)
60.4
2022
$m
2,989.8
1,145.2
(745.2)
400.0
(215.8)
184.2
(98.9)
(25.1)
60.2
(11.2)
49.0
July 2023
$m
371.3
(401.7)
157.5
(89.6)
1,101.4
(1,644.9)
20.7
301.0
240.2
65.0
120.9
(60.1)
179.7
119.6
240.5
Change
12.5%
6.9%
10.6%
0.1%
(5.3%)
6.5%
(7.4%)
33.7%
18.2%
(4.8%)
23.3%
July 2022
$m
371.4
(429.3)
147.2
(96.7)
1,177.8
(1,699.2)
21.2
283.8
240.2
65.1
81.5
(58.0)
243.9
185.9
267.4
EBITDA(1)
Less Implementation costs and individually significant items
Add Non-cash impairments
Working capital movement
Operating cash flow (before interest and tax)
Conversion
Tax paid
Net Interest paid
Interest – lease liabilities
Operating cash flow
Capex paid(2)
Free cash flow
Dividends paid
Principle portion of lease liabilities paid
Other
Net cash flow
Excluding implementation costs and individually significant items
(1)
(2) Net of landlord contributions
Shares and Dividends
Shares on issue
Basic earnings per share(1)
Basic earnings per share (pre implementation and individually significant
items)(2)
2023
$m
400.5
(15.4)
3.1
(1.4)
386.8
99.7%
(54.0)
(5.7)
(84.7)
242.4
(74.5)
167.9
(86.2)
(142.8)
(3.1)
(64.2)
2022
$m
400.0
(13.2)
2.4
(2.3)
386.9
99.4%
(16.4)
(7.3)
(87.8)
275.4
(44.2)
231.2
(12.3)
(139.6)
(0.6)
78.7
2023
2022
821.3 million
821.3 million
7.4 cents
8.7 cents
6.0 cents
7.3 cents
Dividend per share
9.0 cents
4.0 cents
(1) Calculated on weighted average number of shares of 820.0 million (FY22: 820.6 million) and based on NPAT
(2) Calculated on weighted average number of shares of 820.0 million (FY22: 820.6 million) and based on NPAT pre implementation costs and individually
significant items
Non-IFRS Financial Measures
The Company’s results are reported under International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board. The Company discloses certain non-IFRS measures in this Directors’ Report, which can be
reconciled to the Financial Statements as follows:
Income Statement Reconciliation
$ millions
Statutory reported result
EBIT
Interest
Tax
NPAT
180.8
(91.5)
(28.9)
60.4
Add back: implementation costs and individually significant items
Restructuring, space exit costs and other asset impairments
15.4
-
(4.7)
Results excluding implementation costs and individually significant items
196.2
(91.5)
(33.6)
10.7
71.1
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22 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
FY23 Operations
The Company achieved the following during FY23:
•
•
FY23 NPAT(1) of $71.1 million, an increase of 18.2% on FY22 and the highest NPAT(1) since FY15.
FY23 Full Year Total Sales(2) up 12.5% on FY22 to $3,362.9 million, and up 12.4% of FY19 (pre-Covid).
• Group online sales(3) of $690.5 million, representing 20.5% of total sales. Compared to FY19 (pre-Covid), Group online
sales(3) are up 163.2%.
•
Entered into new pay with points partnerships with American Express and Virgin Velocity.
• Commenced rollout of Country Road Group brands across stores and the online platform.
• Continued to improve the MYER one program resulting in an increase in tag rate to 74.6% (FY22: 71.3%).
•
Further progress on space optimisation with the Frankston store exited as well as store refurbishments completed or
underway at Chermside, Tea Tree Plaza, Marion and Ballarat. It was also announced that the Brisbane CBD store would
cease trading on 31 July 2023.
• Continued implementation of the National Distribution Centre (NDC) facility in Ravenhall, Victoria, and reached
agreement for a new purpose-built DC in Wacol, Queensland.
•
Rolled out 2,448 new point of sale devices across all stores.
Excluding implementation costs and Individually Significant Items
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(1)
(2)
(3) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
8. Significant Changes in the State of Affairs in FY23
In addition to the matters described in Section 7 above, the following significant changes occurred during FY23:
•
Terry McCartney was appointed to the Board as a Non-Executive Director, with effect from the conclusion of Myer’s
2022 AGM on 10 November 2022, and as a member of the Audit Finance and Risk Committee and Nomination
Committee, with effect from 13 December 2022.
• On 5 June 2023, the Company announced that CEO and Managing Director, John King, will be retiring from his role in
2024. A global search is underway for Mr King’s replacement.
9. Business Strategies and Future Developments
The Board and the Executive Management Group continue to focus on delivery against the Customer First Plan. The plan
has continued to evolve and drive significant value creation. The FY23 results and strengthened financial position of the
business reflect the transformational impact of the Customer First Plan and improvement in core metrics that have been
achieved. The Customer First Plan focuses on the following areas:
• Accelerate Online: focus on profitable online growth and building scale by leveraging the multi-channel capability that
has been developed and through a continuing focus on user experience and range development.
• Accelerate Factory to Customer (F2C) change: we are delivering transformational improvements to fulfilment cost and
customer experience, with the next phases being the deployment of a step change in capability and automation from
the National Distribution Centre and the new Brisbane DC at Wacol, and continuing to provide customers improving
fulfilment options.
•
Engage the Customer: drive engagement and new customer growth through our MYER one loyalty base by delivering
improved rewards, leverage of new and expanded partnerships and greater personalisation.
• Adapting our In-Store Experience: our focus on delivering an uplifted in-store experience has contributed to significantly
higher levels of in-store customer satisfaction. Investments in store formats and the product offer, and the increasing use
of technology in store, such as M-Metrics, the one device strategy, and the new point of sale rollout will continue to
deliver a compelling experience for our customers.
Refocus Merchandise: disciplined focus on the merchandise offer has resulted in deeper relationships with our key
brand partners (making the big, bigger), a more balanced offer across all categories, and sees Myer as the destination
for appealing and growing brands.
Rationalise Property: strategically review, optimise and reduce our overall store space with a view to driving greater
profitability and productivity gains. Our approach seeks to leverage our multi-channel capability and strength to better
serve our customers.
Reduce Costs: proactively realign our cost base to manage profitability and increase flexibility as the change to our
markets and channels accelerates.
•
•
•
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23 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
10. Key Risks and Uncertainties
The Group’s strategies take into account the expected operating and retail market conditions, together with general
economic conditions, which are inherently uncertain. The Group has a structured proactive risk management framework
and internal control systems in place to manage material risks. The key risks and uncertainties that may have an effect on
the Group’s ability to execute its business strategies, and the Group’s future growth prospects and how the Group manages
these risks, are set out below.
External Environment Risks
Unstable and deteriorating macro-economic factors such as the fluctuation of the Australian dollar and increasing interest
rates; heightened domestic and global inflation leading to cost of living pressure; poor consumer confidence; changes in
government policies; external, natural or unforeseen events, such as an act of terrorism, political instability, wars, national
strike or pandemic; transition to a lower carbon economy; physical impacts of climate change and weakness in the global
economy could adversely impact the Company’s ability to achieve financial and trading objectives. Myer regularly
analyses and monitors economic and other available data to allow the Company to develop action plans to mitigate the
future impact on sales, and has implemented conservative hedging, capital management, and marketing and
merchandise initiatives to address the cyclical nature of the business.
• Continued implementation of the National Distribution Centre (NDC) facility in Ravenhall, Victoria, and reached
agreement for a new purpose-built DC in Wacol, Queensland.
Supplier and Supply Chain Risks
Myer monitors its supplier relationships and quality standards via a range of means, including implementation of its quality
assurance, compliance policies and rigorous procurement and contracting processes. Our sourcing offices maintain regular
contact with our supplier base to ensure they adhere to our requirements and also assist in any challenges they may have.
We continue to review new sourcing opportunities to allow us greater flexibility and diversification across the portfolio. This
assists with minimising any risks, helps ensure competitiveness and gives us the ability to expand ranges and brands.
Disruption in the global shipping industry has predominately stopped. The normal practice of ‘blank sailings’ carried out by
the shipping lines remains, although the Company does not foresee this to be an issue to its stock flow. The Company
continues to work with suppliers and partners to ensure any challenges are carefully monitored and addressed.
Competitive Landscape Risks
The Australian retail industry in which Myer operates remains highly competitive. The Company’s competitive position may
be negatively impacted by new entrants to the market, existing competitors, changes to consumer demographics and
increased online competition, which could impact sales. To mitigate these risks, Myer continues to select optimal
merchandise assortment with the right categories and brands.
Pandemics
The impact of any future pandemics on the Company’s operations (including any requirement for temporary store closures),
domestic and global economic conditions, and consumer behaviour remains uncertain, and may adversely affect the
Company’s financial position and performance. However, the Executive Management Group monitors and assists the
business to adapt to changes in ongoing risks and adhere to Government requirements and health measures when the
need arises. In addition, the Company continues to remain agile to adapt to changing market conditions (including
adjusting its strategic initiatives in response to the changing market context), whilst maintaining its focus on the disciplined
management of costs and preservation of cash to ensure it is well placed to deal with any future impacts. The successful
hybrid working model that the Company adopted, as a result of the COVID-19 pandemic, gives team members flexibility as
they fulfil their roles and responsibilities and allows the Company to remain agile in a competitive retail landscape.
Technology Risks, including Cyber Security
DIRECTORS’ REPORT
Continued
FY23 Operations
The Company achieved the following during FY23:
FY23 NPAT(1) of $71.1 million, an increase of 18.2% on FY22 and the highest NPAT(1) since FY15.
FY23 Full Year Total Sales(2) up 12.5% on FY22 to $3,362.9 million, and up 12.4% of FY19 (pre-Covid).
• Group online sales(3) of $690.5 million, representing 20.5% of total sales. Compared to FY19 (pre-Covid), Group online
sales(3) are up 163.2%.
Entered into new pay with points partnerships with American Express and Virgin Velocity.
• Commenced rollout of Country Road Group brands across stores and the online platform.
• Continued to improve the MYER one program resulting in an increase in tag rate to 74.6% (FY22: 71.3%).
Further progress on space optimisation with the Frankston store exited as well as store refurbishments completed or
underway at Chermside, Tea Tree Plaza, Marion and Ballarat. It was also announced that the Brisbane CBD store would
cease trading on 31 July 2023.
Rolled out 2,448 new point of sale devices across all stores.
Excluding implementation costs and Individually Significant Items
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(3) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
8. Significant Changes in the State of Affairs in FY23
In addition to the matters described in Section 7 above, the following significant changes occurred during FY23:
Terry McCartney was appointed to the Board as a Non-Executive Director, with effect from the conclusion of Myer’s
2022 AGM on 10 November 2022, and as a member of the Audit Finance and Risk Committee and Nomination
Committee, with effect from 13 December 2022.
• On 5 June 2023, the Company announced that CEO and Managing Director, John King, will be retiring from his role in
2024. A global search is underway for Mr King’s replacement.
9. Business Strategies and Future Developments
The Board and the Executive Management Group continue to focus on delivery against the Customer First Plan. The plan
has continued to evolve and drive significant value creation. The FY23 results and strengthened financial position of the
business reflect the transformational impact of the Customer First Plan and improvement in core metrics that have been
achieved. The Customer First Plan focuses on the following areas:
• Accelerate Online: focus on profitable online growth and building scale by leveraging the multi-channel capability that
has been developed and through a continuing focus on user experience and range development.
• Accelerate Factory to Customer (F2C) change: we are delivering transformational improvements to fulfilment cost and
customer experience, with the next phases being the deployment of a step change in capability and automation from
the National Distribution Centre and the new Brisbane DC at Wacol, and continuing to provide customers improving
fulfilment options.
Engage the Customer: drive engagement and new customer growth through our MYER one loyalty base by delivering
improved rewards, leverage of new and expanded partnerships and greater personalisation.
• Adapting our In-Store Experience: our focus on delivering an uplifted in-store experience has contributed to significantly
higher levels of in-store customer satisfaction. Investments in store formats and the product offer, and the increasing use
of technology in store, such as M-Metrics, the one device strategy, and the new point of sale rollout will continue to
deliver a compelling experience for our customers.
Refocus Merchandise: disciplined focus on the merchandise offer has resulted in deeper relationships with our key
brand partners (making the big, bigger), a more balanced offer across all categories, and sees Myer as the destination
for appealing and growing brands.
Rationalise Property: strategically review, optimise and reduce our overall store space with a view to driving greater
profitability and productivity gains. Our approach seeks to leverage our multi-channel capability and strength to better
serve our customers.
markets and channels accelerates.
Reduce Costs: proactively realign our cost base to manage profitability and increase flexibility as the change to our
•
•
•
•
•
(1)
(2)
•
•
•
•
•
7
With Myer’s increasing reliance on technology in a rapidly changing digital environment, there is a risk that the malfunction
of IT systems, outdated IT infrastructure, inability to attract and retain qualified team members, cyber-security violation or
data breach of personal information could have a detrimental effect on Myer’s sales, business efficiencies, and brand
reputation. To offset these risks, Myer continues to invest and develop in-house technology capabilities and engage with
reputable third-party IT service providers to ensure that we have reliable IT systems and issue management processes in
place.
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Brand Reputation Risks
As one of the top 10 most trusted brands in Australia as reported in the Roy Morgan 2023 Risk Report, Myer’s strong brand
reputation is crucial for building positive relationships with customers, suppliers, and contractors which in turn generates sales
and goodwill towards the Company. A significant event or issue (including a failure to meet stakeholder and regulatory
expectations in regards to the area of sustainability) could attract strong criticism of the Myer brand, which could impact
sales or our share price. Myer has a range of policies and initiatives to mitigate brand risk, including an updated Code of
Conduct, a Whistleblower Policy, an Ethical Sourcing Policy, marketing campaigns, and ongoing environmental and
sustainability initiatives.
8
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24 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
Strategic and Business Plan Risks
A failure to deliver our strategic Customer First Plan could impact sales, profitability, share price, and our reputation. It
includes that all team members, brand partners and suppliers provide our customers with the service, brands and products
they desire and expect, both in store and online. The strategy has been overlaid and enhanced with additional details of
initiatives and mitigation plans to ensure it remains “fit for purpose”. This includes changes to the economic environment,
customer behaviours, and to the retail landscape.
People Management Risks
With the impact of current low unemployment and labour shortages in the external market, Myer continues to focus on the
attraction and retention of talented senior managers to ensure that our leadership team has the right skills and experience
to deliver our strategy, and store and online team members to ensure sales growth. Failure to do so may adversely impact
Myer’s ability to deliver on its strategic imperatives. Training and development programs continue to be offered to further
refine the skills of our team members and business leaders and forms a part of Myer’s overall attraction and retention
strategy.
The combination of the competitive labour market, increases to the cost of living, and inflation impacts, has compelled
Myer to keep step with shifts in external salary and employee benefits. To meet this, Myer conducted an annual
remuneration review using salary data benchmarked against external market information and regularly analyses employee
turnover data to identify and mitigate any flight risks of team members in key roles.
The safety of our team members, customers, and suppliers is a high priority at Myer. Failure to manage health and safety risks
could have a negative effect on team member wellbeing, and Myer’s reputation and performance. Myer has well-
developed safety management systems which are implemented across each store, distribution centre and the support
office. Detailed risk assessments are conducted and regularly reviewed for existing and emerging risks and regular
education programs are delivered to all team members.
Regulatory Risks
From time to time, Myer may be subject to regulatory investigations and disputes, including by the Australian Taxation Office
(ATO), Federal or State regulatory bodies including the Australian Competition and Consumer Commission (ACCC), the
Australian Securities and Investments Commission (ASIC), the Australian Securities Exchange (ASX) and Federal and State
work, health and safety authorities. The outcome of any such investigations or disputes may have a material adverse effect
on Myer’s operating and financial performance. Myer has an established governance framework to monitor, assess and
report on such occurrences to senior management when they arise.
Litigation
The Company is required to maintain compliance with applicable laws and regulations. Failure to comply could result in
enforcement action and claims, which may have a material adverse impact on the Company’s reputation, financial
performance and profitability. Legal proceedings and claims may also arise in the ordinary course of the Company’s
business and could result in high legal costs, adverse monetary judgements, reputational damage and other adverse
consequences. The Company has an established governance framework to monitor, assess and report to management on
litigation risks when they arise, and seeks to minimise risk through appropriate compliance training for team members and
management.
11. Matters Subsequent to the End of the Financial Year
No matter or circumstance has arisen since the end of the financial year which has not been dealt with in this Directors’
Report or the Financial Report, and which has significantly affected, or may significantly affect:
•
•
•
the Group’s operations in future financial years;
the results of those operations in future financial years; or
the Group’s state of affairs in future financial years.
12. Dividends
Myer paid an interim dividend of AU$0.08 per share (comprising an ordinary dividend of AU$0.04 per share and a special
dividend of AU$0.04 per share), fully franked, totalling $65.7 million on 11 May 2023.
The Board has determined a final dividend of AU$0.01 per share, fully franked, to be paid on 16 November 2023 (Record
Date of 28 September 2023).
This takes the total FY23 dividend to $AU0.09 per share.
Further information regarding dividends is set out in the Financial Statements (at note F3).
9
DIRECTORS’ REPORT
Continued
Strategic and Business Plan Risks
A failure to deliver our strategic Customer First Plan could impact sales, profitability, share price, and our reputation. It
includes that all team members, brand partners and suppliers provide our customers with the service, brands and products
they desire and expect, both in store and online. The strategy has been overlaid and enhanced with additional details of
initiatives and mitigation plans to ensure it remains “fit for purpose”. This includes changes to the economic environment,
customer behaviours, and to the retail landscape.
People Management Risks
With the impact of current low unemployment and labour shortages in the external market, Myer continues to focus on the
attraction and retention of talented senior managers to ensure that our leadership team has the right skills and experience
to deliver our strategy, and store and online team members to ensure sales growth. Failure to do so may adversely impact
Myer’s ability to deliver on its strategic imperatives. Training and development programs continue to be offered to further
refine the skills of our team members and business leaders and forms a part of Myer’s overall attraction and retention
strategy.
The combination of the competitive labour market, increases to the cost of living, and inflation impacts, has compelled
Myer to keep step with shifts in external salary and employee benefits. To meet this, Myer conducted an annual
remuneration review using salary data benchmarked against external market information and regularly analyses employee
turnover data to identify and mitigate any flight risks of team members in key roles.
The safety of our team members, customers, and suppliers is a high priority at Myer. Failure to manage health and safety risks
could have a negative effect on team member wellbeing, and Myer’s reputation and performance. Myer has well-
developed safety management systems which are implemented across each store, distribution centre and the support
office. Detailed risk assessments are conducted and regularly reviewed for existing and emerging risks and regular
education programs are delivered to all team members.
From time to time, Myer may be subject to regulatory investigations and disputes, including by the Australian Taxation Office
(ATO), Federal or State regulatory bodies including the Australian Competition and Consumer Commission (ACCC), the
Australian Securities and Investments Commission (ASIC), the Australian Securities Exchange (ASX) and Federal and State
work, health and safety authorities. The outcome of any such investigations or disputes may have a material adverse effect
on Myer’s operating and financial performance. Myer has an established governance framework to monitor, assess and
report on such occurrences to senior management when they arise.
The Company is required to maintain compliance with applicable laws and regulations. Failure to comply could result in
enforcement action and claims, which may have a material adverse impact on the Company’s reputation, financial
performance and profitability. Legal proceedings and claims may also arise in the ordinary course of the Company’s
business and could result in high legal costs, adverse monetary judgements, reputational damage and other adverse
consequences. The Company has an established governance framework to monitor, assess and report to management on
litigation risks when they arise, and seeks to minimise risk through appropriate compliance training for team members and
11. Matters Subsequent to the End of the Financial Year
No matter or circumstance has arisen since the end of the financial year which has not been dealt with in this Directors’
Report or the Financial Report, and which has significantly affected, or may significantly affect:
Regulatory Risks
Litigation
management.
the Group’s operations in future financial years;
the results of those operations in future financial years; or
the Group’s state of affairs in future financial years.
12. Dividends
Myer paid an interim dividend of AU$0.08 per share (comprising an ordinary dividend of AU$0.04 per share and a special
dividend of AU$0.04 per share), fully franked, totalling $65.7 million on 11 May 2023.
The Board has determined a final dividend of AU$0.01 per share, fully franked, to be paid on 16 November 2023 (Record
Date of 28 September 2023).
This takes the total FY23 dividend to $AU0.09 per share.
Further information regarding dividends is set out in the Financial Statements (at note F3).
•
•
•
9
25 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
13. Performance Rights and Options Granted Over Unissued Shares
The Myer Long Term Incentive (LTI) plan operates for selected senior executives and has been in operation since December
2006. Under the LTI plan, the Company has granted eligible executives:
(1)
(2)
(3)
in FY21, FY22 and FY23, performance rights over unissued ordinary shares of the Company;
in FY19 and FY20, performance options over unissued ordinary shares of the Company, and
in previous years, performance rights over unissued ordinary shares of the Company,
with all options and rights issued subject to certain vesting conditions. Shares delivered to senior executives as a result of the
vesting of performance options and rights can be either issued as new shares or purchased on market.
Y
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Each performance right entitles the holder to acquire one ordinary fully paid share in the Company (subject to the
adjustments outlined below).
Performance options are exercised on a net settlement basis; the executive is allocated the total number of shares that
would have been allocated upon exercise, less the number of shares equal to the value of the aggregated exercise price
payable (and the exercise price is not required to be paid). The number of shares delivered by the Company represents the
value above the exercise price in accordance with the formula below:
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v
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(A - B) / C, where:
A = Aggregate value of vested performance options (based on the market value of a share)
B = Aggregate exercise price payable
C = Market value of share
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The net settlement method ensures that executive reward is aligned to shareholder value creation by only rewarding
executives if there is a growth to share price and material reward can be earned only if there is significant growth to share
price.
During the financial period ended 29July 2023, the Company granted a total of 7,361,928 performance rights under the LTI
plan: 1,576,872 performance rights to the CEO and 5,785,056 performance rights to other selected senior executives.
The performance options and rights granted under each offer are subject to different performance conditions. No
performance options or rights have been granted since the end of the financial period ended 29 July 2023.
In September 2022, a total of 12,128,646 performance options granted under the LTI plan in FY20 lapsed following testing
against the TSR performance criteria.
In November 2022, 901,045 fully paid ordinary shares transferred to participating executives following the exercise on a “net
settlement” basis of 9,329,267 performance options granted under the LTI plan in FY20, following testing against the EPS
performance criteria. The issued shares are classified as “restricted shares” and subject to the FY20 LTI plan rules, and as
such are unable to be sold, transferred or otherwise dealt with for a period of 12 months from issue, and during this period a
continuous service condition applies.
During the financial period ended 29 July 2023:
•
•
•
a total of 150,456 performance rights granted under the LTI plan in FY21 lapsed due to the cessation of employment
with the Company of two senior executives;
a total of 391,026 performance rights granted under the LTI plan in FY22 lapsed due to the cessation of employment
with the Company of three senior executives; and
a total of 237,870 performance rights granted under the LTI plan in FY23 lapsed due to the cessation of employment
with the Company of one senior executive.
The table in Section 14 sets out the details of performance options and rights that have been granted under the LTI plan and
which remain on issue as at the date of this Directors’ Report.
A holder of a performance option or right may only participate in new issues of securities of the Company if the
performance option or right has been exercised, participation is permitted by its terms, and the shares in respect of the
performance options or rights have been allocated and transferred to the performance option or right holder before the
record date for determining entitlements to the new issue.
During FY21, the Transformative Incentive (TI) plan was introduced to replace the normal Short-Term Incentive (STI) plan for a
period of 2 years. Under the FY21 TI plan, the Chief Executive Officer and nominated executives received 50% of the TI
achieved in cash and 50% in the form of deferred rights (FY21) or deferred shares (FY22) in the Company.
During the financial period ended 29 July 2023:
1,147,050 deferred rights issued under the FY21 TI plan were converted into shares in the Company, comprising 338,801
deferred rights to the CEO and 808,249 deferred rights to other nominated senior executives; and
1,595,176 deferred shares in the Company were issued under the FY22 TI plan, comprising 465,708 deferred shares to the
CEO and 1,129,468 deferred shares to other nominated senior executives, with 50% of such shares subject to a 12-month
holding lock and the remaining 50% subject to a 24 month holding lock.
•
•
10
26 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
For FY23, the Company reverted back to a more traditional STI plan. The number of deferred shares to be issued under the
FY23 STI plan will be determined by dividing the dollar value of the deferred component of the STI plan award outcome by
the volume weighted average price of the Company’s shares over a period of trading days determined by the Board
following the release to the market of the Company’s full year FY23 results.
Further information about performance options and rights issued under the LTI plan, TI plan, and STI plan (including the
attached performance conditions and the performance options and rights granted to the KMP of the Company) is included
in the Remuneration Report.
14. Shares Issued on the Exercise of Performance Options and Performance Rights
From time to time, the Company issues fully paid ordinary shares in the Company to the Myer Equity Plans Trust (Trust) for the
purpose of meeting anticipated exercises of securities granted under the LTI plan, TI plan, and STI plan. To calculate the issue
price of shares issued to the Trust, the Company uses the five-day volume weighted average price of the Company’s shares
as at the close of trading on the date of issue.
During the financial period ended 29 July 2023, 4,609,733 fully paid ordinary shares were purchased on market by the Trust
and 3,643,271 shares were transferred from the Trust to eligible participants in relation to the FY20 LTI plan, FY21 TI plan, and
FY22 TI plan (refer to Section 13 for further details). Since 29 July 2023, no shares have been issued to or otherwise acquired
by the Trust, and no fully paid ordinary shares of the Company held by the Trust were transferred to participants in the LTI , TI,
or STI plans.
Date performance rights and options granted
Expiry date
Issue price
Number of
performance rights
and options remaining
on issue(1)
21 November 2019 (options grant to CEO under the FY20 LTI
plan offer)
21 Nov 2023
9 November 2020 (rights grant to CEO under the FY21 LTI plan
offer)
9 November 2020 (rights grant to senior executives under the
FY21 LTI plan offer)
15 December 2020 (deferred rights grant to CEO under the
FY21 TI plan)
15 December 2020 (deferred rights grant to senior executives
under the FY21 TI plan)
10 November 2021 (rights grant to CEO under the FY22 LTI plan
offer)
10 November 2021 (rights granted to senior executives under
the FY22 LTI plan offer)
10 November 2022 (rights grant to CEO under the FY23 LTI plan
offer)
16 November 2022 (rights granted to senior executives under
the FY23 LTI plan offer)
Closing balance of performance rights and options
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2,799,378
3,442,622
10,547,466
338,801
808,254
1,469,558
4,654,258
1,576,872
5,547,186
31,184,395
(1)
Each performance right entitles the holder to receive one fully paid ordinary share in the Company, subject to the satisfaction of the relevant performance
outcomes. Performance options vest and are automatically exercised on a net settlement basis. The executive is allocated the total number of shares that
would have been allocated upon exercise, less the number of shares equal to the value of the aggregated exercise price payable (and the exercise price is
not required to be paid). The number of shares delivered by the Company represents the value above the exercise price in accordance with the formula
below:
(A - B) / C, where:
A = Aggregate value of vested performance options (based on the market value of a share)
B = Aggregate exercise price payable
C = Market value of a share
The number of performance options or rights that a holder is entitled to receive on the exercise of a performance option or right may also be adjusted in a
manner consistent with the ASX Listing Rules if there is a pro-rata issue of shares or a reconstruction of the capital of the Company.
11
DIRECTORS’ REPORT
Continued
For FY23, the Company reverted back to a more traditional STI plan. The number of deferred shares to be issued under the
FY23 STI plan will be determined by dividing the dollar value of the deferred component of the STI plan award outcome by
the volume weighted average price of the Company’s shares over a period of trading days determined by the Board
following the release to the market of the Company’s full year FY23 results.
Further information about performance options and rights issued under the LTI plan, TI plan, and STI plan (including the
attached performance conditions and the performance options and rights granted to the KMP of the Company) is included
in the Remuneration Report.
14. Shares Issued on the Exercise of Performance Options and Performance Rights
From time to time, the Company issues fully paid ordinary shares in the Company to the Myer Equity Plans Trust (Trust) for the
purpose of meeting anticipated exercises of securities granted under the LTI plan, TI plan, and STI plan. To calculate the issue
price of shares issued to the Trust, the Company uses the five-day volume weighted average price of the Company’s shares
as at the close of trading on the date of issue.
During the financial period ended 29 July 2023, 4,609,733 fully paid ordinary shares were purchased on market by the Trust
and 3,643,271 shares were transferred from the Trust to eligible participants in relation to the FY20 LTI plan, FY21 TI plan, and
FY22 TI plan (refer to Section 13 for further details). Since 29 July 2023, no shares have been issued to or otherwise acquired
by the Trust, and no fully paid ordinary shares of the Company held by the Trust were transferred to participants in the LTI , TI,
or STI plans.
Date performance rights and options granted
Expiry date
Issue price
21 November 2019 (options grant to CEO under the FY20 LTI
21 Nov 2023
9 November 2020 (rights grant to CEO under the FY21 LTI plan
n/a
plan offer)
offer)
FY21 LTI plan offer)
FY21 TI plan)
9 November 2020 (rights grant to senior executives under the
15 December 2020 (deferred rights grant to CEO under the
15 December 2020 (deferred rights grant to senior executives
under the FY21 TI plan)
10 November 2021 (rights grant to CEO under the FY22 LTI plan
10 November 2021 (rights granted to senior executives under
the FY22 LTI plan offer)
10 November 2022 (rights grant to CEO under the FY23 LTI plan
offer)
offer)
16 November 2022 (rights granted to senior executives under
the FY23 LTI plan offer)
Closing balance of performance rights and options
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Number of
performance rights
and options remaining
on issue(1)
2,799,378
3,442,622
10,547,466
338,801
808,254
1,469,558
4,654,258
1,576,872
5,547,186
31,184,395
(1)
Each performance right entitles the holder to receive one fully paid ordinary share in the Company, subject to the satisfaction of the relevant performance
outcomes. Performance options vest and are automatically exercised on a net settlement basis. The executive is allocated the total number of shares that
would have been allocated upon exercise, less the number of shares equal to the value of the aggregated exercise price payable (and the exercise price is
not required to be paid). The number of shares delivered by the Company represents the value above the exercise price in accordance with the formula
A = Aggregate value of vested performance options (based on the market value of a share)
below:
(A - B) / C, where:
B = Aggregate exercise price payable
C = Market value of a share
The number of performance options or rights that a holder is entitled to receive on the exercise of a performance option or right may also be adjusted in a
manner consistent with the ASX Listing Rules if there is a pro-rata issue of shares or a reconstruction of the capital of the Company.
11
27 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
15. Remuneration Report
The Remuneration Report, which forms part of this Directors’ Report, is presented separately from page 29.
16.
Indemnification and Insurance of Directors and Officers
The Company’s Constitution requires it to indemnify current and former Directors, alternate Directors, executive officers and
officers of the Company on a full indemnity basis and to the full extent permitted by the law against all liabilities incurred as
an officer of the Group, except to the extent covered by insurance. Further, the Company’s Constitution permits the
Company to maintain and pay insurance premiums for Director and officer liability insurance, to the extent permitted by
law.
Consistent with (and in addition to) the provisions in the Company’s Constitution outlined above, the Company has also
entered into deeds of access, indemnity and insurance with all Directors of the Company which provide indemnities against
losses incurred in their role as Directors, subject to certain exclusions, including to the extent that such indemnity is prohibited
by the Corporations Act 2001 (Cth) or any other applicable law. The deeds stipulate that the Company will meet the full
amount of any such liabilities, costs and expenses (including legal fees).
During the financial period, the Company paid insurance premiums for a Directors’ and officers’ liability insurance contract
that provides cover for the current and former Directors, alternate Directors, secretaries, executive officers and officers of
the Company and its subsidiaries. The Directors have not included details of the nature of the liabilities covered in this
contract or the amount of the premium paid, as disclosure is prohibited under the terms of the contract.
The Group’s auditor is PricewaterhouseCoopers (PwC). No payment has been made to indemnify PwC during or since the
financial period end. No premium has been paid by the Group in respect of any insurance for PwC. No officers of the Group
were partners or Directors of PwC whilst PwC conducted audits of the Group.
17. 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 the leave of the court under section
237 of the Corporations Act 2001.
18. Environmental Regulation
The Group is subject to and has complied with the reporting and compliance requirements of the National Greenhouse and
Energy Reporting Act 2007 (Cth) (NGER Act). The NGER Act requires the Group to report its annual greenhouse gas emissions
and energy use. The Group has implemented systems and processes for the collection and calculation of the data required.
In compliance with the NGER Act, the Group is due to submit its report by 31 October 2023. No significant environmental
incidents have been reported internally, and no breaches have been notified to the Group by any government agency.
The Group is a signatory to the Australian Packaging Covenant, which is a national co-regulatory initiative in place of state-
based regulatory arrangements for sustainable packaging management. Members are required to adhere to the covenant
commitments, which include development and implementation of an action plan and report annually on progress. The
Group submitted its report on 31 March 2023.
19. Non-Audit Services
The Company may decide to employ its external auditor on assignments additional to its statutory audit duties where the
auditor’s expertise and experience with the Company and/or the Group are important.
Details of the amounts paid or payable to the auditor (PwC) for audit and non-audit services provided during the financial
period are set out in the Financial Statements (at note H5).
The Board has considered the position and, in accordance with advice received from the Audit, Finance and Risk
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 the non-audit services by
the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following
reasons:
all non-audit services have been reviewed by the Audit, Finance and Risk Committee to ensure that they do not impact
on the impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants.
•
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28 — Myer Annual Report 2023
DIRECTORS’ REPORT
Continued
20. Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached
to this Directors’ Report.
21. Rounding of Amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
and, except where otherwise stated, amounts in the Directors’ Report have been rounded off to the nearest hundred
thousand dollars.
22. Annual General Meeting
The Annual General Meeting of the Company will be held on Thursday 9 November 2023.
The Directors’ Report is made in accordance with a resolution of Directors.
JoAnne Stephenson
Chairman
Melbourne, 14 September 2023
13
DIRECTORS’ REPORT
Continued
20. Auditor’s Independence Declaration
to this Directors’ Report.
21. Rounding of Amounts
thousand dollars.
22. Annual General Meeting
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
and, except where otherwise stated, amounts in the Directors’ Report have been rounded off to the nearest hundred
The Annual General Meeting of the Company will be held on Thursday 9 November 2023.
The Directors’ Report is made in accordance with a resolution of Directors.
JoAnne Stephenson
Chairman
Melbourne, 14 September 2023
13
29 — Myer Annual Report 2023
REMUNERATION REPORT
Dear Shareholder
On behalf of the Board, I present to you Myer Holdings Limited’s (Myer or the Company) Remuneration Report for FY23. This
report sets out the remuneration information for the Non-Executive Directors and Executive Key Management Personnel
(Executive KMP).
The remuneration outcomes set out in this Report were carefully considered by the Board, taking into account all relevant
factors, including the broader management (Management) (including Executive KMP and non-KMP executives
(Executive/s)) team’s performance in delivering the FY23 results, and ensuring the best interests of our shareholders and
other stakeholders.
In determining the remuneration framework and assessing remuneration outcomes, Myer’s remuneration objective is to
support Management to deliver a business strategy that puts our customers first and ultimately delivers value to our
shareholders. There are five key principles associated with the Remuneration objective:
(1) Reward outcomes that reinforce our Customer First Plan
(2) Build our capability by attracting and retaining high calibre talent
(3) Align the interests of our Executives to those of our shareholders – think like owners
(4) Drive sustainable long-term performance of the business
(5) Be simple and transparent
Our Remuneration Report for FY22 received a first strike at the 2022 AGM. The Board welcomes feedback and has taken this
into account in considering the FY23 remuneration outcomes.
Company Performance
FY23 results and highlights include:
•
Total sales(1) up 12.5% to $3,362.9 million representing highest total sales since 2005.
• Group online sales(2) of $690.5 million, down 4.5%, representing 20.5% of total sales.
• Net profit after tax(3) was $71.1 million, compared to net profit after tax(3) of $60.2 million in prior year.
•
Statutory net profit after tax of $60.4 million, up 23.3% from prior year of $49.0 million.
• Net cash position of $119.6 million, a reduction of $66.3 million compared to the prior year, primarily due to increased
dividend payments including the payment of a special dividend.
•
Inventory remained well controlled and was held flat year-on-year, with low levels of clearance and aged inventory.
• Continued to invest in and grow our biggest brand partnerships. Country Road Group commenced rollout during FY23.
•
•
Further progress on space optimisation with the Frankston store exited as well as store refurbishments completed or
underway at Chermside, Tea Tree Plaza, Marion, and Ballarat. It was also announced that the Brisbane CBD store would
cease trading on 31 July 2023.
The investment in our people and technology solutions in store continued to support high customer service levels.
During FY23 2,448 new Point of Sale devices were implement in stores.
• Continued to improve the MYER one program resulting in an increase in tag rate to 74.6% (highest level since public
listing in 2009), from 71.3% in previous year.
•
Launched new partners to the pay with points program with American Express and Virgin Velocity.
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8 million (FY22: $2,340.6 million)
(1)
(2) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
(3)
Excluding implementation costs and Individually Significant Items
Executive Remuneration Outcomes
The freeze on the CEO and Managing Director’s total fixed compensation (TFC) continued in FY23.
Executive KMP (excluding the CEO and Managing Director and CFO) received a TFC increase of 2.5%, effective 1 April
2023, to address the prevailing labour market pressures and the ongoing priority to retain our high calibre senior
personnel.
Executive KMP and Management will receive an award under the Short-Term Incentive (STI) plan equal to 14% of their
maximum entitlement. The STI award outcome reflected the challenging macroeconomic conditions in the second half
of FY23, with the threshold target for the key net profit after tax metric not being met, despite the positive sales and
profit growth in FY23. Further, although there was continuing strong progress on the metrics aligned with key Customer
First Plan priorities, only two of the five metrics reached the threshold targets set by the Board.
•
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30 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
•
In relation to performance rights issued under the FY21 Long-Term Incentive (LTI) plan for Executive KMP, maximum
performance under both the relative TSR hurdle and the EPS hurdles were met (with TSR measuring at the top of the
peer group for the performance period and the EPS compound annual growth rate over the performance period
being 29%)(1). As such, an LTI outcome of 100% was achieved.
(1)
EPS compound annual growth rate is calculated using net profit after tax excluding implementation costs and individually significant items
Non-Executive Director Remuneration
Following the reductions in Board fees disclosed in the FY21 and FY22 Remuneration Reports, there have been no further
changes to the Chairman’s and Non-Executive Directors’ base annual fees.
Looking Ahead
The Board views the current executive remuneration framework as fit for purpose, and will adopt a similar approach in FY24.
As announced in June 2023, John King will retire as CEO and Managing Director during the second half of calendar year
2024. Given Mr King’s pending departure, his remuneration mix for FY24 will change. Mr King’s FY24 STI opportunity will be
increased from 90% of TFC to 116.67% of TFC, and he will not be offered an FY24 LTI (his typical LTI entitlement of 80% of TFC
will therefore be reduced to nil).
Mr King continues to be incentivised to maximise long term returns to shareholders, including through his participation in the
FY22 and FY23 LTI, and through his personal Myer shareholding, and the Board will ensure that alignment continues post his
employment with Myer.
We thank all stakeholders who provided feedback to us over the past year. The Board will continue to take account of the
views of our shareholders in reviewing and setting the remuneration framework.
Yours faithfully,
Jacquie Naylor
Chairman – Human Resources and Remuneration Committee
2
REMUNERATION REPORT
Continued
•
In relation to performance rights issued under the FY21 Long-Term Incentive (LTI) plan for Executive KMP, maximum
performance under both the relative TSR hurdle and the EPS hurdles were met (with TSR measuring at the top of the
peer group for the performance period and the EPS compound annual growth rate over the performance period
being 29%)(1). As such, an LTI outcome of 100% was achieved.
(1)
EPS compound annual growth rate is calculated using net profit after tax excluding implementation costs and individually significant items
Non-Executive Director Remuneration
Following the reductions in Board fees disclosed in the FY21 and FY22 Remuneration Reports, there have been no further
changes to the Chairman’s and Non-Executive Directors’ base annual fees.
The Board views the current executive remuneration framework as fit for purpose, and will adopt a similar approach in FY24.
As announced in June 2023, John King will retire as CEO and Managing Director during the second half of calendar year
2024. Given Mr King’s pending departure, his remuneration mix for FY24 will change. Mr King’s FY24 STI opportunity will be
increased from 90% of TFC to 116.67% of TFC, and he will not be offered an FY24 LTI (his typical LTI entitlement of 80% of TFC
Mr King continues to be incentivised to maximise long term returns to shareholders, including through his participation in the
FY22 and FY23 LTI, and through his personal Myer shareholding, and the Board will ensure that alignment continues post his
We thank all stakeholders who provided feedback to us over the past year. The Board will continue to take account of the
views of our shareholders in reviewing and setting the remuneration framework.
Looking Ahead
will therefore be reduced to nil).
employment with Myer.
Yours faithfully,
Jacquie Naylor
Chairman – Human Resources and Remuneration Committee
31 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Contents
(1)
Introduction
(2) Snapshot of Remuneration Framework
(3) Executive KMP Remuneration
(4) Executive KMP Service Agreements
(5) Non-Executive Director Remuneration
(6) Remuneration Governance
(7) Executive KMP Statutory Disclosures
(8) Equity
(9)
Loans
(10) Dealing in Securities
1.
Introduction
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The Directors of the Company present the Remuneration Report for the financial period ended 29 July 2023 prepared in
accordance with the requirements of the Corporations Act 2001 (Cth) and its regulations.
This report outlines the remuneration strategy, framework and other conditions of employment for Executive KMP and Non-
Executive Directors, and details the role and accountabilities of the Board and relevant Committees that support the Board
on these matters.
The information provided within this report has been audited as required by section 308(3C) of the Corporations Act 2001
and forms part of the Directors’ Report. The table below details the Company’s Executive KMP and Non-Executive Directors
during FY23.
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All KMP were in their roles for the full year, unless otherwise stated.
Name
Role
Non-Executive Directors
J Stephenson
Chairman, Independent Non-Executive Director
D Whittle
J Naylor
A Mervis
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
T McCartney(1)
Non-Executive Director
Executive Directors
J King
Chief Executive Officer and Managing Director
Other Executive KMP
N Chadwick
A Sutton
A Winstanley
Chief Financial Officer
Executive General Manager Stores
Chief Merchandise Officer
(1) Mr McCartney was appointed as a Non-Executive Director with effect from 10 November 2022.
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32 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
2. Snapshot of Remuneration Framework
2.1 Objective and Guiding Principles
Our remuneration objective is to support Executive KMP in delivering a business strategy that will put our customers first and
ultimately deliver value to our shareholders.
2.2 Remuneration Structure for FY23
Strategic objectives and
performance link
Total Fixed Compensation (TFC)
•
•
To attract and retain high
calibre talent.
Set with reference to the market
using external benchmark data.
Short Term Incentive (STI) plan
•
For Executives, 75 percent of the
award is delivered in cash, and
25 percent is delivered in
deferred shares subject to a
disposal restriction for 12 months.
• Designed to drive the short-term
financial and strategic
objectives of the Company,
aligned to the accelerated
Customer First Plan and Myer’s
turnaround strategy.
•
Encourages focus on long-term
value in addition to annual
results, through the equity
component.
Performance measures
What has changed for FY23?
•
Varies based on employee’s
experience, skills, and
performance.
• No changes to the CEO and
Managing Director’s TFC during
FY23.
• Consideration is given to both
internal and external relativities
across retail and other relevant
sectors.
•
STI awards for all participants at
Myer are assessed against a set
of balanced scorecard
measures outlined below:
•
•
Net profit after tax (50% of
award).
Progress against
performance measures
that are strongly aligned to
our Customer First Plan
(50% of award).
• Operational measures include
online Earnings Before Interest
and Taxes (EBIT), Bricks & mortar
Earnings Before Interest, Taxes,
Depreciation and Amortisation
(EBITDA) per square metre,
customer service satisfaction,
stock turn performance and
MYER one tag rate. (1)
•
•
•
•
•
The Other Executive KMP, other
than the CFO, received a TFC
increase of 2.5%, effective 1 April
2023.
Following the designated two years
of the Transformation Incentive
Plan, the Company has reverted to
a more traditional STI plan.
The performance measures remain
largely the same as under the TI
plan, with net profit after tax the
key financial measure and the
remaining measures strongly
aligned with the Customer First
Plan.
The equity component of any STI
award is 25% and will be delivered
in deferred shares subject to a
disposal restriction period of 12
months.
Following two years of greater
relative weighting on the TI plan,
the remuneration mix for Executives
has been re-weighted for FY23 by
increasing the weighting on the LTI
and correspondingly decreasing
the STI weighting. There has been
no overall change to the total
variable remuneration opportunity.
4
REMUNERATION REPORT
Continued
2. Snapshot of Remuneration Framework
2.1 Objective and Guiding Principles
ultimately deliver value to our shareholders.
Our remuneration objective is to support Executive KMP in delivering a business strategy that will put our customers first and
2.2 Remuneration Structure for FY23
Strategic objectives and
performance link
Total Fixed Compensation (TFC)
To attract and retain high
calibre talent.
Set with reference to the market
using external benchmark data.
Performance measures
What has changed for FY23?
•
Varies based on employee’s
• No changes to the CEO and
Managing Director’s TFC during
experience, skills, and
performance.
• Consideration is given to both
•
internal and external relativities
across retail and other relevant
The Other Executive KMP, other
than the CFO, received a TFC
increase of 2.5%, effective 1 April
FY23.
2023.
sectors.
Short Term Incentive (STI) plan
For Executives, 75 percent of the
STI awards for all participants at
Following the designated two years
•
award is delivered in cash, and
Myer are assessed against a set
of the Transformation Incentive
25 percent is delivered in
deferred shares subject to a
disposal restriction for 12 months.
of balanced scorecard
measures outlined below:
Plan, the Company has reverted to
a more traditional STI plan.
Net profit after tax (50% of
The performance measures remain
• Designed to drive the short-term
award).
•
•
•
•
•
•
Progress against
performance measures
that are strongly aligned to
our Customer First Plan
(50% of award).
• Operational measures include
online Earnings Before Interest
and Taxes (EBIT), Bricks & mortar
Earnings Before Interest, Taxes,
Depreciation and Amortisation
(EBITDA) per square metre,
customer service satisfaction,
stock turn performance and
MYER one tag rate. (1)
largely the same as under the TI
plan, with net profit after tax the
key financial measure and the
remaining measures strongly
aligned with the Customer First
Plan.
The equity component of any STI
award is 25% and will be delivered
in deferred shares subject to a
disposal restriction period of 12
months.
Following two years of greater
relative weighting on the TI plan,
the remuneration mix for Executives
has been re-weighted for FY23 by
increasing the weighting on the LTI
and correspondingly decreasing
the STI weighting. There has been
no overall change to the total
variable remuneration opportunity.
financial and strategic
objectives of the Company,
aligned to the accelerated
Customer First Plan and Myer’s
turnaround strategy.
•
Encourages focus on long-term
value in addition to annual
results, through the equity
component.
•
•
•
4
33 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Long Term Incentive (LTI) plan
• Delivered in equity, in the form
of performance rights, which
most appropriately aligns
Executives with shareholder
interests and avoids the dilutive
impact of performance options.
•
Focused on delivery of Myer’s
long-term business strategy and
shareholder value creation.
• Measures complement those in
the STI plan to provide a holistic
and aligned reward offer.
•
Supports ongoing and
sustainable performance and
the retention of key executive
talent.
•
•
•
•
• All performance rights granted
under the LTI award will be
tested against a positive
absolute TSR gateway measure.
• Where a positive absolute TSR is
achieved over the 3-year
performance period (FY23-FY25),
the award will be assessed
against:
•
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Relative TSR (50 percent of
award) against a retail
and consumer services
peer group; and
Underlying Earnings Per
Share (EPS) compound
annual growth (50 percent
of award).
•
Performance is measured over 3
years and shares are provided
on vesting following
performance testing, which are
restricted for 12 months.
Performance rights have been
maintained for the FY23 LTI plan.
The 12 month disposal restriction
period has been maintained for
shareholder alignment, however
there is no ongoing service
requirement during this period.
The absolute TSR gateway which
was introduced in FY21 has been
maintained.
Following the two year period of
the TI plan, the remuneration mix
for Executives has been re-
weighted for FY23 by increasing the
weighting on the LTI and
correspondingly decreasing the STI
weighting. There has been no
overall change to the total variable
remuneration opportunity.
(1)
For more details on performance measures, refer to Section 3.2.
The following diagram shows how our remuneration framework is delivered to Executive KMP (dates provided are not
intended to be exhaustive).
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34 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
2.3 Company Performance for FY23
The Company’s remuneration structure aligns Executive KMP remuneration with shareholder interests over the short and long
term and provides an appropriate reward on delivering our strategy.
The table below presents the Company’s annual performance against key financial metrics since 2019.
Basic EPS (cents)
Basic EPS (cents) – adjusted(1)
Net profit after tax (NPAT) (pre implementation costs and individually
significant items) ($m)
NPAT (post implementation costs and individually significant items)
($m)
Dividends (cents per share)
Share price at beginning of year ($)
Share price at end of year ($)
Market capitalisation ($m)
FY19
FY20
FY21
FY22
FY23
3.0
(21.0)
4.0
(1.6)
5.7
6.3
6.0
7.3
7.4
8.7
33.2
(13.4)
51.7
60.2
71.1
24.5
(172.4)
46.4
49.0
60.4
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0.46
0.53
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0.53
0.21
-
0.21
0.49
4.0
0.49
0.47
9.0
0.47
0.65
435.3
172.5
402.4
386.0
533.8
(1)
Basic EPS is adjusted to exclude implementation costs and individually significant items. Refer to Section 7 of the Directors’ Report for further details. The
Directors believe this metric is more relevant as it excludes individually significant items that may not recur and may not be predictive of future performance.
2.4 Remuneration Outcomes for FY23
FY23 TFC
TFC consists of base salary plus statutory superannuation contributions. Executive KMP receive a TFC package which is
reviewed annually by the Human Resources and Remuneration Committee with reference to Company and individual
performance, size and complexity of the role and benchmark market data.
No increase was made to the CEO and Managing Director’s TFC in FY23. Mr King’s fixed TFC has not increased since his
appointment in June 2018.
The other Executive KMP, excluding the CFO, received a TFC increase of 2.5%, effective 1 April 2023. This increase was
effected as part of the annual remuneration review process conducted at that time for salaried team members, and took
account of prevailing labour market pressures and the ongoing priority to retain our high calibre senior personnel. This
represents the second TFC increase for Executive KMP since 2015, apart from an increase made to the CFO’s TFC in 2018 to
reflect an increase in the scope of his role.
FY23 STI Plan Outcome
The Board set challenging performance targets for the FY23 STI following a robust target setting process that took into
account many factors, including FY22 performance and prevailing market conditions.
The FY23 STI award outcome (award of 14% of maximum STI opportunity) reflected the challenging macroeconomic
conditions in the second half of FY23. The key financial metric is NPAT (which carries a 50% weighting) and the challenging
NPAT target set by the Board was not met this year, reflecting the second half impact of the prevailing headwinds
generated from the macroeconomic environment.
The remaining STI metrics were operational objectives, aligned with key priorities of the Customer First Plan. These measures
comprised online EBIT, bricks & mortar EBITDA per square metre, customer service satisfaction, stock turn performance and
MYER one tag rate. Two of the five measures reached the challenging targets set by the Board, these being the MYER one
tag rate and customer service satisfaction. Achievement of these targets was very pleasing given the importance of these
metrics to our Customer First Plan, and these results demonstrate our commitment to a positive customer experience.
Progress was made in key areas that contribute to the remaining three measures, however the performance was not
enough to meet the challenging threshold targets set at the start of the performance period. Overall, the Board is pleased
with the alignment that the STI targets continue to provide with shareholder outcomes and will continue to challenge
Management with metrics fully aligned with the Customer First Plan.
Actual STI payments to each Executive KMP are detailed in the table at Section 7. The payment of a STI award for FY23
represents the third time that the Company has paid either a TI or STI award to Executive KMP since the STI award relating to
FY16.
6
The Company’s remuneration structure aligns Executive KMP remuneration with shareholder interests over the short and long
term and provides an appropriate reward on delivering our strategy.
The table below presents the Company’s annual performance against key financial metrics since 2019.
The following table details FY23 STI scorecard measures and assessment applied to Executive KMP.
Objectives
2023 Performance Assessment
Commentary
Financial Objectives (50% weighting)
NPAT
Threshold hurdle not met
• Despite NPAT(1) increasing 18.2% YoY,
the ambitious targets were not met.
35 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
(1)
Basic EPS is adjusted to exclude implementation costs and individually significant items. Refer to Section 7 of the Directors’ Report for further details. The
Directors believe this metric is more relevant as it excludes individually significant items that may not recur and may not be predictive of future performance.
Department Store, Bricks and Mortar
EBITDA per square metre
Threshold hurdle not met
• Despite a 29% YoY increase in this
Operational Objectives (50% weighting, 10% for each measure)
Online Earnings Before
Interest and Taxes
Threshold hurdle not met
Customer Service Satisfaction
Threshold hurdle met
•
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•
This outcome is a reflection of the
challenging targets and tougher
macroeconomic conditions in the
second half of FY23
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metric improvements including market
share, but stretch objectives were not
achieved
Further improvement was achieved in
this important metric, with customer
service satisfaction of 83% achieved for
FY23. Reflective of continued major
focus on improving the customer
experience
metric, performance did not meet the
stretch objectives set
Stock-turn performance was held in line
with FY22 as conditions became
tougher in FY23, but did not meet the
stretch objectives
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Threshold hurdle not met
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MYER one tag rate
(in-store and online) %
Maximum hurdle met
• Grew tag rate significantly YoY to 74.6%,
another record result since public listing
in 2009
% of Maximum Achieved: 14%
(1)
Excluding implementation costs and individually significant items
FY21 LTI Plan Outcome
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In November 2020, the Company issued performance rights under the FY21 LTI plan.
The FY21 LTI plan was tested equally against both performance conditions over the three-year performance period between
26 July 2020 and 29 July 2023. Maximum performance under the EPS condition (accounting for 50% of the performance
rights) was achieved with a compound annual growth rate of 29%(1). Maximum performance was also achieved under the
relative TSR component (accounting for the remaining 50% of the performance rights), with the Company’s TSR
performance ranking at the top of the TSR peer group of companies, and above the 75th percentile required for full vesting.
This performance reflects the strong progress that has been made by the Company during the performance period, with
profitable growth over the period driven by Management's continued focus on delivery of the Customer First Plan.
The performance rights held by Management will convert into restricted shares following the release of the FY23 results (or in
the case of Mr King, following the release of the FY24 results), on and subject to the terms of the FY21 LTI Plan.
(1)
EPS compound annual growth rate is calculated using net profit after tax excluding implementation costs and individually significant items
7
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REMUNERATION REPORT
Continued
2.3 Company Performance for FY23
Basic EPS (cents)
Basic EPS (cents) – adjusted(1)
significant items) ($m)
($m)
Dividends (cents per share)
Share price at beginning of year ($)
Share price at end of year ($)
Market capitalisation ($m)
2.4 Remuneration Outcomes for FY23
FY23 TFC
Net profit after tax (NPAT) (pre implementation costs and individually
33.2
(13.4)
51.7
60.2
71.1
NPAT (post implementation costs and individually significant items)
24.5
(172.4)
46.4
49.0
60.4
FY19
FY20
FY21
FY22
FY23
3.0
(21.0)
4.0
(1.6)
5.7
6.3
6.0
7.3
7.4
8.7
-
0.46
0.53
-
0.53
0.21
-
0.21
0.49
4.0
0.49
0.47
9.0
0.47
0.65
435.3
172.5
402.4
386.0
533.8
TFC consists of base salary plus statutory superannuation contributions. Executive KMP receive a TFC package which is
reviewed annually by the Human Resources and Remuneration Committee with reference to Company and individual
performance, size and complexity of the role and benchmark market data.
No increase was made to the CEO and Managing Director’s TFC in FY23. Mr King’s fixed TFC has not increased since his
appointment in June 2018.
The other Executive KMP, excluding the CFO, received a TFC increase of 2.5%, effective 1 April 2023. This increase was
effected as part of the annual remuneration review process conducted at that time for salaried team members, and took
account of prevailing labour market pressures and the ongoing priority to retain our high calibre senior personnel. This
represents the second TFC increase for Executive KMP since 2015, apart from an increase made to the CFO’s TFC in 2018 to
reflect an increase in the scope of his role.
FY23 STI Plan Outcome
The Board set challenging performance targets for the FY23 STI following a robust target setting process that took into
account many factors, including FY22 performance and prevailing market conditions.
The FY23 STI award outcome (award of 14% of maximum STI opportunity) reflected the challenging macroeconomic
conditions in the second half of FY23. The key financial metric is NPAT (which carries a 50% weighting) and the challenging
NPAT target set by the Board was not met this year, reflecting the second half impact of the prevailing headwinds
generated from the macroeconomic environment.
The remaining STI metrics were operational objectives, aligned with key priorities of the Customer First Plan. These measures
comprised online EBIT, bricks & mortar EBITDA per square metre, customer service satisfaction, stock turn performance and
MYER one tag rate. Two of the five measures reached the challenging targets set by the Board, these being the MYER one
tag rate and customer service satisfaction. Achievement of these targets was very pleasing given the importance of these
metrics to our Customer First Plan, and these results demonstrate our commitment to a positive customer experience.
Progress was made in key areas that contribute to the remaining three measures, however the performance was not
enough to meet the challenging threshold targets set at the start of the performance period. Overall, the Board is pleased
with the alignment that the STI targets continue to provide with shareholder outcomes and will continue to challenge
Management with metrics fully aligned with the Customer First Plan.
Actual STI payments to each Executive KMP are detailed in the table at Section 7. The payment of a STI award for FY23
represents the third time that the Company has paid either a TI or STI award to Executive KMP since the STI award relating to
FY16.
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36 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
2.5 Payments to Executive KMP in FY23
The table below sets out the actual remuneration received by Executive KMP in FY23. The table has not been prepared in
accordance with accounting standards but has been provided to outline clearly the remuneration outcomes for Executive
KMP. Remuneration outcomes prepared in accordance with the accounting standards are provided in Section 7.
Short Term Incentive
Long Term
Incentive
Name
Cash
salary(1)
$
Super-
annuation(2)
$
FY22
TIP(3)
$
Vested and
exercised TIP(4)
$
Vested &
exercised
LTIP
$
Termination
and other
payments
$
Actual FY23
Remuneration
$
Executive Directors
J King(5)
1,200,000
-
283,523
482,705
Other Executive KMP
N Chadwick
A Sutton
A Winstanley(6)
809,282
673,309
841,707
25,468
143,217
25,468
118,897
-
143,217
242,151
201,031
242,151
-
-
-
-
-
-
-
-
1,966,228
1,220,118
1,018,705
1,227,075
(1) Cash salary includes short-term compensated absences, any salary sacrifice arrangement implemented by the Executive KMP, including additional
(2)
(3)
(4)
superannuation contributions.
Executive KMP receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution
base.
TI plan payments relating to FY22 performance and conditions, but which were paid during FY23. Includes only the non-deferred component.
Shares relating to conversion of the 12-month deferred rights awarded under the FY21 TI plan (remaining 50 percent subject to 24-month deferral period), and
shares awarded under the FY22 TI plan that are subject to a 12-month (as to 50 percent) and 24-month (as to 50 percent) disposal restriction. These shares were
issued following the opening of a trading window following the release of the FY22 Results and the Myer share price at issue was $0.60.
(5) Mr King does not receive superannuation contributions due to his tax status. As per the terms of his employment contract, Mr King is entitled to other support,
including a health insurance allowance, relocation expenses for spouse, and return flights home. This support has not been included in this table. More details
can be found in Section 7.
(6) Mr Winstanley does not receive superannuation contributions due to his tax status. As per the terms of his employment contract, Mr Winstanley is entitled to
other support, including a health insurance allowance and return flights home. This support has not been included in this table. More details can be found in
Section 7.
8
The table below sets out the actual remuneration received by Executive KMP in FY23. The table has not been prepared in
accordance with accounting standards but has been provided to outline clearly the remuneration outcomes for Executive
KMP. Remuneration outcomes prepared in accordance with the accounting standards are provided in Section 7.
Executive KMP remuneration is delivered through a mix of fixed and variable (or “at risk”) pay, and a blend of short and
longer-term incentives. As outlined in the Remuneration Structure in Section 2.2, Executive KMP remuneration is made up of
three components:
37 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
3. Executive KMP Remuneration
•
TFC; STI plan; and LTI plan.
The combination of these components comprises an Executive KMP’s total remuneration.
3.1 Total Fixed Compensation
TFC provides the base level of reward and is set at a level to attract and retain high calibre executives.
Features of TFC
What is
included in
TFC?
TFC is structured as a total fixed remuneration package, made up of base salary, superannuation,
other benefits and Fringe Benefits Tax, where applicable. Some of the benefits include the opportunity
to receive a portion of fixed remuneration in a variety of forms, including fringe benefits such as motor
vehicles, or to make additional contributions to superannuation or retirement plans (as permitted by
relevant legislation).
How is TFC
reviewed?
TFC levels for each Executive KMP are set with reference to the market, the scope and nature of each
role, the incumbent’s experience and individual performance.
REMUNERATION REPORT
Continued
2.5 Payments to Executive KMP in FY23
Name
Cash
Super-
salary(1)
annuation(2)
$
$
FY22
TIP(3)
$
Vested and
Vested &
Termination
Actual FY23
exercised TIP(4)
exercised
and other
Remuneration
$
payments
$
Short Term Incentive
Long Term
Incentive
J King(5)
1,200,000
-
283,523
482,705
Executive Directors
Other Executive KMP
N Chadwick
A Sutton
A Winstanley(6)
809,282
673,309
841,707
25,468
143,217
25,468
118,897
-
143,217
242,151
201,031
242,151
LTIP
$
-
-
-
-
$
-
-
-
-
1,966,228
1,220,118
1,018,705
1,227,075
(1) Cash salary includes short-term compensated absences, any salary sacrifice arrangement implemented by the Executive KMP, including additional
Executive KMP receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution
superannuation contributions.
base.
(2)
(3)
(4)
can be found in Section 7.
Section 7.
TI plan payments relating to FY22 performance and conditions, but which were paid during FY23. Includes only the non-deferred component.
Shares relating to conversion of the 12-month deferred rights awarded under the FY21 TI plan (remaining 50 percent subject to 24-month deferral period), and
shares awarded under the FY22 TI plan that are subject to a 12-month (as to 50 percent) and 24-month (as to 50 percent) disposal restriction. These shares were
issued following the opening of a trading window following the release of the FY22 Results and the Myer share price at issue was $0.60.
(5) Mr King does not receive superannuation contributions due to his tax status. As per the terms of his employment contract, Mr King is entitled to other support,
including a health insurance allowance, relocation expenses for spouse, and return flights home. This support has not been included in this table. More details
(6) Mr Winstanley does not receive superannuation contributions due to his tax status. As per the terms of his employment contract, Mr Winstanley is entitled to
other support, including a health insurance allowance and return flights home. This support has not been included in this table. More details can be found in
The Human Resources and Remuneration Committee (Committee) typically reviews and makes
recommendations to the Board regarding TFC for Executive KMP annually, having regard to Company
and individual performance and relevant comparative remuneration in the market.
The Board may also consider adjustments to Executive KMP remuneration outside the annual
remuneration review process as recommended by the CEO and Managing Director, such as on
promotion or as a result of additional duties performed by the Executive KMP. Where new Executive
KMP join the Company or existing Executive KMP are appointed to new roles, a review and
benchmarking of fixed and total remuneration is conducted prior to the offer and execution of a new
employment contract.
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Which
benchmarks
are used?
Remuneration for Executive KMP is considered in the context of the skills and experience being sought
and the global retail Senior Management market, as well as in relation to the other industries where
we are increasingly seeking talent. Benchmarking is also undertaken against local industry peer groups
and companies with a similar market capitalisation to Myer where relevant for the roles under review.
Mr King’s package was set with reference to the skills and experience required to turn around the
Company’s performance in what is a very challenging time in the retail industry. It must also be noted
that Myer is competing for talent in a very small pool of international candidates and the current
package was necessary to attract and retain a high quality, experienced CEO of Mr King’s calibre. Mr
King’s fixed remuneration has not been adjusted since his appointment in 2018, and was set at the
same level as had been in place for the previous CEO since 2015.
Some of Mr King’s significant achievements have included:
•
Leading the ongoing business transformation under the Customer First Plan.
• Delivering improved FY23 results. NPAT(1) increased 18.2% to its highest level since FY15, on the
back of total sales(2) increasing 12.5% (best total sales(2) result since 2005).
• Myer declared and paid a special dividend of 4.0 cents per share during FY23, reflecting the
focus on the balance sheet and costs throughout the Customer First Plan.
•
•
•
•
The multi-channel offering continued to improve with online market share and online traffic
increasing during the period, and Group online sales(3) now comprising 20.5% of sales.
Further progress on space optimisation with the Frankston store exited as well as store
refurbishments completed or underway at Chermside, Tea Tree Plaza, Marion and Ballarat.
The roll-out of technology solutions in store continued to support the high customer service metrics
achieved.
The disciplined focus on the merchandise offer has resulted in deeper relationships with our key
brand partners (making the big, bigger), a more balanced offer across all categories, and sees
Myer as the destination for brands. Country Road Group commenced rollout during FY23.
• Continued to improve the MYER one program resulting in an increase in tag rate to 74.6% (highest
level since public listing in 2009), from 71.3% in previous year.
•
Launched new partners to the pay with points program with American Express and Virgin
Velocity.
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38 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
(1)
(2)
Excluding implementation costs and Individually Significant Items
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8
million (FY22: $2,340.6 million)
(3) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
3.2 Short Term Incentive Plan
Following the designated two-year period of the TI plan for FY21 and FY22, the Company re-introduced a more traditional STI
plan for FY23. The FY23 STI plan applied to all eligible Executives, including Executive KMP, senior managers, and other select
participants, subject to certain conditions and performance criteria being met which are reviewed and approved annually
by the Board.
Form and purpose of the plan
What is the STI
plan?
What is the
value of the STI
opportunity?
The STI plan is an at risk component of an Executive’s reward opportunity, with the majority of the
award delivered in cash with a component delivered in equity as deferred shares. Payment under
the STI plan has been designed to link a portion of remuneration to the transformation of Myer,
aligned with delivery of the Customer First Plan.
STI maximum opportunity is set as a percentage of the Executive KMP’s TFC. The maximum levels for
Executive KMP are set out below.
• CEO and Managing Director – 90 percent of TFC (was 100 percent in FY22).
• Other Executive KMP – 65 percent of TFC (was 75 percent in FY22).
Does the STI
include a
deferred
component?
For Executive KMP and nominated executives, 25 percent of the FY23 STI award will be delivered in
deferred shares subject to a one-year disposal restriction meaning that the shares are unable to be
disposed during the restriction period. This deferral percentage is considered appropriate and is
reflective of relevant industry benchmarks.
Performance measures
The performance measures and their relative weightings applicable to the FY23 STI plan are:
• NPAT accounts for 50 percent of the STI scorecard.
• Operational measures (Online EBIT, customer service satisfaction, Bricks & mortar EBITDA per
square metre, stock turn performance, and MYER one tag rate) account for 50 percent of the
STI scorecard, with each measure counting towards 10 percent of the STI scorecard.
Performance measures under the STI plan are designed to align with the objectives of the Customer
First Plan. The performance measures are quantifiable and heavily focused on financial
performance. The Board believes that a large component of an Executive KMP’s STI award should
be driven by the financial performance of the Company, and accordingly 50 percent of the STI is
dependent on Company NPAT, providing close alignment with shareholder interests.
The measures reflect the significant importance of continuing to transform the business and focus
on our Customer First Plan, including key focus areas of customer experience, online profitability,
physical stores earnings per square metre, management of stock and MYER one tag rate. Targets
are set at stretching levels to align with the objectives set under the Customer First Plan. This directly
links Myer’s short-term goals with the longer-term strategy of the Company.
Performance objectives and targets are set following a rigorous budget setting process at the
beginning of the financial period, while performance against these targets is reviewed following the
end of the financial period.
The Committee determines whether, or the extent to which, each target is satisfied following the
end of the financial period, once the Company’s annual accounts are audited and have been
approved by the Directors.
The quantum of any STI reward provided will depend on the extent to which the maximum reward
is achieved. Once it has been determined whether each objective has been satisfied, the
Committee will make a recommendation to the Board for approval of the STI awards to be paid to
the Executive KMP and other participants.
The Committee is responsible for assessing whether the performance criteria are met. To help make
this assessment, the Committee receives reports on the Company’s performance from
Management. All proposed STI awards are only made once the Company’s financial performance
has been verified by internal and external audit. The Committee has the discretion to recommend
to the Board an adjustment to any award considering unexpected or unintended circumstances.
What were the
FY23
performance
measures?
Why were the
performance
measures
selected?
Governance
When are
performance
targets set and
reviewed?
How is
performance
measured?
10
REMUNERATION REPORT
Continued
3.2 Short Term Incentive Plan
by the Board.
Form and purpose of the plan
Following the designated two-year period of the TI plan for FY21 and FY22, the Company re-introduced a more traditional STI
plan for FY23. The FY23 STI plan applied to all eligible Executives, including Executive KMP, senior managers, and other select
participants, subject to certain conditions and performance criteria being met which are reviewed and approved annually
What is the STI
The STI plan is an at risk component of an Executive’s reward opportunity, with the majority of the
plan?
award delivered in cash with a component delivered in equity as deferred shares. Payment under
the STI plan has been designed to link a portion of remuneration to the transformation of Myer,
aligned with delivery of the Customer First Plan.
STI maximum opportunity is set as a percentage of the Executive KMP’s TFC. The maximum levels for
Executive KMP are set out below.
• CEO and Managing Director – 90 percent of TFC (was 100 percent in FY22).
• Other Executive KMP – 65 percent of TFC (was 75 percent in FY22).
For Executive KMP and nominated executives, 25 percent of the FY23 STI award will be delivered in
deferred shares subject to a one-year disposal restriction meaning that the shares are unable to be
disposed during the restriction period. This deferral percentage is considered appropriate and is
reflective of relevant industry benchmarks.
Performance measures
What were the
The performance measures and their relative weightings applicable to the FY23 STI plan are:
• NPAT accounts for 50 percent of the STI scorecard.
• Operational measures (Online EBIT, customer service satisfaction, Bricks & mortar EBITDA per
square metre, stock turn performance, and MYER one tag rate) account for 50 percent of the
STI scorecard, with each measure counting towards 10 percent of the STI scorecard.
Performance measures under the STI plan are designed to align with the objectives of the Customer
First Plan. The performance measures are quantifiable and heavily focused on financial
performance. The Board believes that a large component of an Executive KMP’s STI award should
be driven by the financial performance of the Company, and accordingly 50 percent of the STI is
dependent on Company NPAT, providing close alignment with shareholder interests.
The measures reflect the significant importance of continuing to transform the business and focus
on our Customer First Plan, including key focus areas of customer experience, online profitability,
physical stores earnings per square metre, management of stock and MYER one tag rate. Targets
are set at stretching levels to align with the objectives set under the Customer First Plan. This directly
links Myer’s short-term goals with the longer-term strategy of the Company.
Performance objectives and targets are set following a rigorous budget setting process at the
beginning of the financial period, while performance against these targets is reviewed following the
end of the financial period.
The Committee determines whether, or the extent to which, each target is satisfied following the
end of the financial period, once the Company’s annual accounts are audited and have been
approved by the Directors.
The quantum of any STI reward provided will depend on the extent to which the maximum reward
is achieved. Once it has been determined whether each objective has been satisfied, the
Committee will make a recommendation to the Board for approval of the STI awards to be paid to
the Executive KMP and other participants.
The Committee is responsible for assessing whether the performance criteria are met. To help make
this assessment, the Committee receives reports on the Company’s performance from
Management. All proposed STI awards are only made once the Company’s financial performance
has been verified by internal and external audit. The Committee has the discretion to recommend
to the Board an adjustment to any award considering unexpected or unintended circumstances.
What is the
value of the STI
opportunity?
Does the STI
include a
deferred
component?
FY23
performance
measures?
Why were the
performance
measures
selected?
Governance
When are
performance
targets set and
reviewed?
How is
performance
measured?
Excluding implementation costs and Individually Significant Items
(1)
(2)
million (FY22: $2,340.6 million)
Revenue from sale of goods excluding concession sales and sales revenue deferred under customer loyalty program was $2,565.8
(3) Group online sales includes sass & bide and Marcs and David Lawrence. Excludes sales via in-store iPads
When are
incentives paid?
The component of the STI awards approved by the Board that is not subject to deferral is paid in
cash to participating Executives in October following the Financial Year End and are subject to
ongoing employment at the date of payment.
The deferred component of the Executive STI is provided in deferred shares, which are not able to
be traded during the relevant disposal restriction period. See above for details.
Cessation of employment, clawback or change of control
39 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
If an individual
ceases
employment
during the
performance
year, will they
receive a
payment?
Does a
“clawback”
apply?
How would a
change of
control affect
STI plan
entitlements?
Subject to applicable law relating to the provision of benefits, and unless the Board determines
otherwise, participants leaving employment during the performance year due to termination for
cause, gross misconduct or resignation are generally not eligible to receive an award under the STI
plan.
Participants leaving employment during the performance year for other reasons will be entitled to
receive a pro-rata award.
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The STI plan allows the Board to take any steps that it determines appropriate to recover from the
individual Executives any STI reward that was determined to have been an “unfair benefit” as a
result of a material misstatement in, or omission from, the Company’s financial statements or
concerning the satisfaction of KPI applicable to the STI. The provision applies only to those who
were Executives of the Company at the time the financial statements were approved by the Board
and issued by the Company. The Board may also adjust the award in cases of fraud, or dishonest or
gross misconduct, unsustainable performance involving high-risk actions and bringing the company
into disrepute.
The Board has absolute discretion in relation to the treatment, payment or provision of STI awards
on a change of control, which it would exercise in the best interests of the Company.
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3.3 FY23 Long Term Incentive Plan
Features of the LTI plan applicable in respect of FY23 are outlined in the table below.
Form and purpose of the plan
What is the LTI
plan?
The LTI plan is an incentive that is intended to promote alignment between executives and
shareholder interests over the longer term. Under the LTI plan, performance rights may be offered
annually to the CEO and Managing Director and nominated executives, including Other
Executive KMP. The employees invited to participate in the plan include executives who are
considered to play a leading role in achieving the Company’s long-term strategic and
operational objectives.
How is the LTI plan
delivered?
The LTI plan is delivered via a grant of performance rights. The number of performance rights that
vest is not determined until after the end of the performance period.
The performance rights will therefore not provide any value to the holder between the dates the
performance rights are granted and the end of the vesting period and restriction period (if
applicable), and then only if the performance hurdles are satisfied.
Performance rights do not carry entitlements to ordinary dividends or other shareholder rights until
the performance rights vest and shares are provided. Accordingly, participating executives do
not receive dividends during the vesting period.
How was the
number of
performance rights
determined?
The number of performance rights for each executive was determined as part of the calculation
of total remuneration for an executive role. The Committee determined LTI plan awards by
assessing the quantum required to provide a market competitive total remuneration level, for on
target performance.
The number of performance rights granted was determined by reference to the maximum value
of the grant. The maximum value was determined by a fixed percentage of the executive’s TFC.
The CEO and Managing Director was entitled to a maximum value of 80 percent of TFC in FY23.
Other Executives are entitled to a maximum value of 55 percent of TFC. These opportunity levels
changed from those applicable in FY21 and FY22, during which the remuneration mix reflected a
reduced weighting on the LTI Plan, in conjunction with the introduction of the TI plan for FY21 and
FY22.
The maximum value divided by the value attributed to the performance right was used to
determine the exact number of performance rights granted. The value attributed to the
performance right was $0.6088, being the volume weighted average price (VWAP) of the
Company’s shares over the five trading days following the release of the Company’s FY22 results
(i.e. the 5 trading days commencing on 15 September 2022).
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40 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Vesting and performance hurdles
What is the
performance
period?
What are the
performance
hurdles?
The performance period commences at the beginning of the financial period in which the
performance rights are granted. For the performance rights granted under the FY23 LTI plan, the
performance period started on 31 July 2022 and ends on 26 July 2025. Following the end of the
performance period and after the Company has lodged its audited financial results for FY25 with
the ASX, the Board will test the performance hurdles that apply to the FY23 LTI plan offer and will
determine how many performance rights (if any) are eligible to vest.
The performance measures approved by the Board for the FY23 LTI plan offer were in two stages:
Stage 1 – Absolute TSR gateway - requiring achievement of a positive absolute TSR over the
testing period. If absolute TSR is negative, performance rights lapse.
Stage 2 – Where absolute TSR performance is positive over the performance period, performance
rights will be assessed against underlying EPS and relative TSR:
Why were the
performance
hurdles chosen?
•
•
50 percent of the award is subject to the EPS hurdle; and
50 percent of the award is subject to the relative TSR hurdle.
The hurdles were chosen to align shareholder returns with executive remuneration outcomes over
the three-year performance period and to complement the STI plan measures.
The Board considers underlying EPS the most effective measure for determining the underlying
profitability of the business. When determining normalised EPS for LTI purposes statutory earnings is
adopted as the base and the Board will allow adjustments to be made for significant items on a
case-by-case basis. To the extent a write-down occurs that is considered to have been within
Management’s control, it will form a part of the EPS calculation.
The TSR hurdle was selected to ensure alignment between comparative shareholder return and
reward for Executives. This measure also provides a direct comparison of the Company's
performance over the performance period against a comparator group of companies that
would, broadly, be expected to be similarly impacted by changes in market conditions.
What is the
vesting
framework?
The number of performance rights that vest will depend on how well Myer has performed during
the performance period. For superior performance, 100 percent of the performance rights will
vest. Only a percentage of performance rights will vest for performance below that level. If Myer
does not achieve certain minimum thresholds then all the applicable performance rights will
lapse, and no performance rights will vest.
For the FY23 LTI plan offer, the following vesting hurdles apply:
Stage 1 – Absolute TSR gateway
The absolute TSR hurdle is tested by measuring the Company’s Share price at the beginning and
at the end of the performance period, and the absolute TSR must be positive over the
performance period to progress to Stage 2 of testing. If the absolute TSR over the performance
period is negative, all performance rights granted under the LTI will lapse.
For the purpose of this calculation, the opening value was set at $0.4777, this being the 5 trading
day VWAP up to and including 29 July 2022. The end value will be based on the 5 trading day
VWAP up to and including the last day of the performance period.
The Board retains discretion to adjust the absolute TSR performance gateway in exceptional
circumstances.
Stage 2 – Relative TSR and Underlying EPS
Only if Stage 1 testing delivers a positive absolute TSR result, will Stage 2 testing be undertaken.
Stage 2 testing focuses executive effort on long-term sustainable performance. Stage 2 requires
two performance hurdles to be met:
a) 50% of the performance rights will be subject to a hurdle based on the Company’s TSR relative
to an agreed peer group across the three-year performance period;
b) 50% of the performance rights will be subject to a hurdle based on the Company’s underlying
EPS.
The Stage 2 performance hurdles have been chosen to align with shareholder returns and the
delivery of shareholder value over the long-term. Each of the performance hurdles under Stage 2
will be assessed separately and apply to different performance rights. This means that both
hurdles do not need to be satisfied for any of the performance rights to vest.
Stage 2 - Performance rights subject to the EPS hurdle (50 percent of the Award)
The EPS hurdle will be tested over the performance period by calculating the compound annual
growth rate in the Company’s underlying EPS using EPS at the end of FY22 as the base year. The
12
41 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
REMUNERATION REPORT
Continued
Vesting and performance hurdles
What is the
performance
period?
What are the
performance
hurdles?
The performance period commences at the beginning of the financial period in which the
performance rights are granted. For the performance rights granted under the FY23 LTI plan, the
performance period started on 31 July 2022 and ends on 26 July 2025. Following the end of the
performance period and after the Company has lodged its audited financial results for FY25 with
the ASX, the Board will test the performance hurdles that apply to the FY23 LTI plan offer and will
determine how many performance rights (if any) are eligible to vest.
The performance measures approved by the Board for the FY23 LTI plan offer were in two stages:
Stage 1 – Absolute TSR gateway - requiring achievement of a positive absolute TSR over the
testing period. If absolute TSR is negative, performance rights lapse.
Stage 2 – Where absolute TSR performance is positive over the performance period, performance
rights will be assessed against underlying EPS and relative TSR:
Why were the
performance
hurdles chosen?
•
•
50 percent of the award is subject to the EPS hurdle; and
50 percent of the award is subject to the relative TSR hurdle.
The hurdles were chosen to align shareholder returns with executive remuneration outcomes over
the three-year performance period and to complement the STI plan measures.
The Board considers underlying EPS the most effective measure for determining the underlying
profitability of the business. When determining normalised EPS for LTI purposes statutory earnings is
adopted as the base and the Board will allow adjustments to be made for significant items on a
case-by-case basis. To the extent a write-down occurs that is considered to have been within
Management’s control, it will form a part of the EPS calculation.
The TSR hurdle was selected to ensure alignment between comparative shareholder return and
reward for Executives. This measure also provides a direct comparison of the Company's
performance over the performance period against a comparator group of companies that
would, broadly, be expected to be similarly impacted by changes in market conditions.
What is the
vesting
framework?
The number of performance rights that vest will depend on how well Myer has performed during
the performance period. For superior performance, 100 percent of the performance rights will
vest. Only a percentage of performance rights will vest for performance below that level. If Myer
does not achieve certain minimum thresholds then all the applicable performance rights will
lapse, and no performance rights will vest.
For the FY23 LTI plan offer, the following vesting hurdles apply:
Stage 1 – Absolute TSR gateway
The absolute TSR hurdle is tested by measuring the Company’s Share price at the beginning and
at the end of the performance period, and the absolute TSR must be positive over the
performance period to progress to Stage 2 of testing. If the absolute TSR over the performance
period is negative, all performance rights granted under the LTI will lapse.
For the purpose of this calculation, the opening value was set at $0.4777, this being the 5 trading
day VWAP up to and including 29 July 2022. The end value will be based on the 5 trading day
VWAP up to and including the last day of the performance period.
The Board retains discretion to adjust the absolute TSR performance gateway in exceptional
circumstances.
Stage 2 – Relative TSR and Underlying EPS
Only if Stage 1 testing delivers a positive absolute TSR result, will Stage 2 testing be undertaken.
Stage 2 testing focuses executive effort on long-term sustainable performance. Stage 2 requires
two performance hurdles to be met:
a) 50% of the performance rights will be subject to a hurdle based on the Company’s TSR relative
to an agreed peer group across the three-year performance period;
b) 50% of the performance rights will be subject to a hurdle based on the Company’s underlying
EPS.
The Stage 2 performance hurdles have been chosen to align with shareholder returns and the
delivery of shareholder value over the long-term. Each of the performance hurdles under Stage 2
will be assessed separately and apply to different performance rights. This means that both
hurdles do not need to be satisfied for any of the performance rights to vest.
Stage 2 - Performance rights subject to the EPS hurdle (50 percent of the Award)
The EPS hurdle will be tested over the performance period by calculating the compound annual
growth rate in the Company’s underlying EPS using EPS at the end of FY22 as the base year. The
Are the
performance
hurdles subject to
retesting?
How are shares
allocated?
Do any
restrictions apply
once the rights
vest?
12
13
resulting growth rate will be used to determine the level of vesting for the performance rights
subject to the EPS Hurdle.
The table below sets out the percentage of performance rights subject to the EPS Hurdle that can
vest depending on the Company’s growth in underlying EPS. The Board believes that the FY23
targets provide appropriate ambition and stretch for Executives, in light of Myer’s EPS growth in
prior years.
Growth in underlying EPS from base year EPS
Below 5% compound annual growth
At 5% compound annual growth
% of performance rights subject to the EPS
Hurdle that will vest
(rounded down to the nearest whole number)
Nil
50%
Between 5% and 16% (inclusive) compound
annual growth
Straight line pro-rata vesting between 50% and
100%
At or above 16% compound annual growth
100%
Stage 2 - Performance rights subject to the TSR Hurdle (50 percent of the Award)
The TSR Hurdle will be tested following the end of the performance period by comparing the
Company’s TSR performance over the performance period relative to a set peer group. The peer
group for the FY23 LTI grant includes listed companies from the retail and the consumer services
sector. The constituents are: Accent Group, Adairs, Baby Bunting, Beacon Lighting, Best & Less
Holdings, Cettire, City Chic Collective, Endeavour Group, Harvey Norman Holdings, JB Hi-Fi,
Kogan, Lovisa Holdings, Metcash, MyDeal.com.au, Michael Hill International, Nick Scali, Premier
Investments, Redbubble, Super Retail Group, Temple & Webster Group, Universal Store Holdings,
Wesfarmers and Woolworths. This group was selected by the Board based on the same criteria
used in selecting the group used for the FY22 LTI grant. The peer group may, at the discretion of
the Board, be adjusted to take into account events during the performance period including, but
not limited to, takeovers, mergers, de-mergers and de-listings.
The table below sets out the percentage of performance rights subject to the TSR Hurdle that can
vest depending on the Company’s relative TSR performance:
TSR performance relative to peer group
Below the 50th percentile
At the 50th percentile
% of performance rights subject to the TSR
Hurdle that will vest
(rounded down to the nearest whole number)
Nil
50%
Between the 50th percentile and the 75th
percentile
Straight line pro-rata vesting between 50% and
100%
At or above the 75th percentile
100%
No. Each performance hurdle is only tested once at the end of the performance period.
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Under the plan, following vesting, the performance rights will be automatically exercised and the
Management participant is allocated one fully paid ordinary share for each vested performance
right.
Any shares provided on vesting of the performance rights will be subject to a restriction period of
one year, during which they cannot be sold, transferred or otherwise dealt with.
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42 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Cessation of employment, change of control, clawback, forfeiture, participation in future issues and hedging
arrangements
Cessation of
employment
How would a
change of
control impact
LTI plan
entitlements?
Does a
“clawback”
and/or forfeiture
apply?
How would a
bonus or rights
issue impact
performance rights
under
the LTI plan?
Do any other
restrictions apply
to performance
rights prior to
vesting or
subject to
restriction?
The treatment of performance rights on cessation of employment will depend on the date as well
as the circumstances of cessation. Subject to applicable law relating to the provision of benefits,
and unless the Board determines otherwise, generally, if the Executive ceases employment on or
before the Vesting Date due to termination for cause, gross misconduct or resignation, they will
forfeit any interest in the rights. If employment ceases on or before the Vesting Date for other
reasons as foreshadowed above, the Executive as a “good leaver” will retain a pro-rata interest in
the rights. The calculation is determined based on time elapsed between the start of the
performance period and cessation of employment.
The Board has absolute discretion to allow full or pro-rated accelerated vesting of performance
rights in the event of certain change of control events, and would exercise this discretion as
appropriate considering the circumstances.
The LTI plan allows the Board to take any steps that it determines appropriate to recover from
individual Executives any LTI award that vests or may vest if it was determined to have been an
‘unfair benefit’ as a result of a material misstatement in, or omission from, the Company’s financial
statements or concerning the satisfaction of KPI applicable to the LTI. The provision applies only to
those who were deemed Executives of the Company at the time the financial statements were
approved by the Board and issued by the Company. The Board may also adjust the award in
cases of fraud, or dishonest or gross misconduct, unsustainable performance involving high-risk
actions and bringing the Company into disrepute.
The rights and entitlements attaching to performance rights may be adjusted if the Company
undertakes a bonus or rights issue or a capital reconstruction in relation to the Company's shares.
For example, in the event of a rights issue, the number of shares to be allocated on the exercise
of performance rights may be changed in a manner determined by the Myer Board and
consistent with the ASX Listing Rules.
Executives are forbidden from entering into any hedging arrangements affecting their economic
exposure to performance rights or restricted shares.
Executives are also forbidden from entering into transactions or arrangements prohibited under
the Company’s Securities Dealing Policy.
In FY23, Executive KMP and other participating Executives received a grant of performance rights. The awards granted may
deliver value to Executives at the end of the three-year performance period, subject to satisfaction of performance hurdles
as set out in the table below.
The following table summarises the FY23 performance rights granted to Executive KMP:
Name
J King
N Chadwick
A Sutton
A Winstanley
Number of
performance
rights granted
Valuation of each
performance
right
at grant date(1)
$
Exercise
price
$
Applicable
hurdles
End of
performance
period
788,436
788,436
377,063
377,063
313,033
313,033
377,063
377,063
0.4361
0.4558
0.4361
0.4558
0.4361
0.4558
0.4361
0.4558
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
TSR
EPS
TSR
EPS
TSR
EPS
TSR
EPS
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
(1)
The valuation is calculated in accordance with AASB 2 Share-based Payment.
14
REMUNERATION REPORT
Continued
Cessation of employment, change of control, clawback, forfeiture, participation in future issues and hedging
The treatment of performance rights on cessation of employment will depend on the date as well
as the circumstances of cessation. Subject to applicable law relating to the provision of benefits,
and unless the Board determines otherwise, generally, if the Executive ceases employment on or
before the Vesting Date due to termination for cause, gross misconduct or resignation, they will
forfeit any interest in the rights. If employment ceases on or before the Vesting Date for other
reasons as foreshadowed above, the Executive as a “good leaver” will retain a pro-rata interest in
the rights. The calculation is determined based on time elapsed between the start of the
performance period and cessation of employment.
The Board has absolute discretion to allow full or pro-rated accelerated vesting of performance
rights in the event of certain change of control events, and would exercise this discretion as
control impact
appropriate considering the circumstances.
The LTI plan allows the Board to take any steps that it determines appropriate to recover from
individual Executives any LTI award that vests or may vest if it was determined to have been an
and/or forfeiture
‘unfair benefit’ as a result of a material misstatement in, or omission from, the Company’s financial
apply?
statements or concerning the satisfaction of KPI applicable to the LTI. The provision applies only to
those who were deemed Executives of the Company at the time the financial statements were
approved by the Board and issued by the Company. The Board may also adjust the award in
cases of fraud, or dishonest or gross misconduct, unsustainable performance involving high-risk
actions and bringing the Company into disrepute.
How would a
bonus or rights
issue impact
The rights and entitlements attaching to performance rights may be adjusted if the Company
undertakes a bonus or rights issue or a capital reconstruction in relation to the Company's shares.
For example, in the event of a rights issue, the number of shares to be allocated on the exercise
performance rights
of performance rights may be changed in a manner determined by the Myer Board and
consistent with the ASX Listing Rules.
Do any other
Executives are forbidden from entering into any hedging arrangements affecting their economic
restrictions apply
exposure to performance rights or restricted shares.
Executives are also forbidden from entering into transactions or arrangements prohibited under
the Company’s Securities Dealing Policy.
In FY23, Executive KMP and other participating Executives received a grant of performance rights. The awards granted may
deliver value to Executives at the end of the three-year performance period, subject to satisfaction of performance hurdles
as set out in the table below.
The following table summarises the FY23 performance rights granted to Executive KMP:
Number of
performance
rights granted
Valuation of each
performance
at grant date(1)
right
$
Exercise
price
Applicable
performance
hurdles
End of
period
788,436
788,436
377,063
377,063
313,033
313,033
377,063
377,063
0.4361
0.4558
0.4361
0.4558
0.4361
0.4558
0.4361
0.4558
$
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
TSR
EPS
TSR
EPS
TSR
EPS
TSR
EPS
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
26 July 2025
(1)
The valuation is calculated in accordance with AASB 2 Share-based Payment.
arrangements
Cessation of
employment
How would a
change of
LTI plan
entitlements?
Does a
“clawback”
under
the LTI plan?
to performance
rights prior to
vesting or
subject to
restriction?
Name
J King
N Chadwick
A Sutton
A Winstanley
14
43 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
3.4 FY21 and FY22 Long Term Incentive Plan – Exercise of Discretion
As announced by the Company on 16 January 2023, following a review, the Board exercised its discretion under the FY21
and FY22 LTI plans with respect to the terms upon which performance rights were granted to the CEO and Managing
Director and other Executives.
These actions were a step toward our new LTI structure, which includes a 3-year performance period, and a further 12-
month disposal restriction.
The changes to the FY21 LTI plan and FY22 LTI plan as a consequence of the exercise of these discretions are set out in more
detail below:
FY21 LTI grant - The Board resolved to exercise its discretion under the FY21 LTI plan, so that, provided a participating
executive remains employed by Myer until 31 January 2024 (i.e. six months after the end of the performance period), then
notwithstanding that he or she subsequently ceases to be employed by Myer after that date, any awards at the date of
cessation will, subject to the performance hurdles being met, vest in accordance with the LTI plan and not be subject to
forfeiture.
FY22 LTI Grant - The Board resolved to exercise its discretion under the FY22 LTI plan, so that, provided a participating
executive remains employed by Myer until 30 September 2024 (i.e. two months following the end of the performance
period), then notwithstanding that he or she subsequently ceases to be employed by Myer after that date, any awards at
the date of cessation will, subject to the performance hurdles being met, vest in accordance with the LTI plan and not be
subject to forfeiture.
In each of the above cases, the exercise of the Board’s discretion does not change the need for the relevant performance
hurdles to be met, the basis upon which the performance rights vest nor the time at which vested performance rights
convert into shares under the LTI plan rules and the FY21 LTI plan and FY22 LTI plan (as applicable). There was no change in
fair value on the date of this modification and the revised service period has been accounted for prospectively from the
date of modification.
3.5 FY22 and FY23 LTI Plans - Effect of John King Retirement
As announced in June 2023, John King will retire as CEO and Managing Director during the second half of calendar year
2024.
While Mr King’s final date of employment is yet to be confirmed, in the event that his retirement takes effect prior to the
vesting date under either or both the FY22 LTI plan and FY23 LTI plan, and subject to certain conditions outlined below, the
Board intends to treat Mr King as a “good leaver”, meaning that on his retirement Mr King would retain a pro-rata interest in
rights issued to him under the applicable plan(s).
Amongst other things, this treatment of Mr King’s rights would be subject to Mr King’s continued compliance with the terms
and conditions of his employment.
Any pro-rated interest which Mr King retains under the FY22 and FY23 LTI would continue to be performance tested in the
ordinary course.
4. Executive KMP Service Agreements
Remuneration and other terms of employment for the CEO and Managing Director, and Other Executive KMP are
formalised in service agreements. The termination provisions for Executive KMP, as set out in their service agreements, are
described below:
Name
J King
N Chadwick
A Sutton
A Winstanley
Contract type
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Termination notice period
initiated by Executive KMP
Termination notice period, or
payment in lieu of notice,
initiated by Company
12 months
6 months
3 months
6 months
12 months
6 months
6 months
6 months
The agreements also provide for an Executive KMP’s participation in the STI and LTI plans subject to Board approval of their
eligibility and in accordance with the terms and conditions of the respective plans.
In addition, Mr King and Mr Winstanley have been provided with support relating to their relocations, and are entitled to the
following benefits:
• Coverage of costs associated with moving personal and household items, tax services and rental assistance for the first
year of their assignments;
Health care coverage and two return flights for self and spouse to and from the USA or the United Kingdom annually,
and other costs related to their Australian residency; and
The cost to the Company in providing this support for the period ended 29 July 2023 is summarised in Section 7.
•
•
15
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44 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
5. Non-Executive Director Remuneration
Remuneration Policy
Myer’s policy regarding Non-Executive Director fees is as follows:
•
•
fees and payments to Non-Executive Directors reflect the demands upon and responsibilities of those Directors;
base fees for Non-Executive Directors include payment for participation on Board Committees; however, an additional
payment is made to those who serve as Chairman on a Committee (excluding the Nomination Committee) to
recognise the additional responsibility and time requirements involved in chairing a Committee;
• Non-Executive Directors do not receive performance-based pay. However, they are able to purchase shares in the
Company, which can be acquired on market during approved trading ‘windows’ for share trading consistent with the
Company’s Securities Dealing Policy;
•
the Board, on the recommendation of the Human Resources and Remuneration Committee, reviews Non-Executive
Directors' fees and payments at least once a year. As part of that review, the Board considers the advice of
independent remuneration consultants in relation to Chairman’s fees and payments, Non-Executive Directors’ fees and
payments, and payments made in relation to the Chairman of committees or for other specific tasks that may be
performed by Directors; and
• Non-Executive Directors are not entitled to any additional remuneration upon retirement. Superannuation contributions
required by legislation are made from the fee paid to Directors and fall within the aggregate fee pool limit.
Aggregate Fee Pool
Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit as approved from time to time by
Myer shareholders at the AGM. The maximum aggregate limit includes superannuation contributions for the benefit of Non-
Executive Directors and any fees which a Non-Executive Director agrees to sacrifice for other benefits. It does not include
reimbursement of genuine out-of-pocket expenses, genuine special exertions fees paid in accordance with the Company’s
Constitution, or certain issues of securities under ASX Listing Rule 10.11 or 10.14, with the approval of shareholders. The current
maximum aggregate fee pool limit is $2,150,000 per annum. The aggregate fee pool limit has not changed since the
Company was listed in November 2009.
Reductions to Non-Executive Director Fees
There were no changes to the Chairman and Non-Executive Directors’ base annual fees during FY23. As previously
disclosed, there have been a number of reductions since FY17, with the Chairman fee reducing during that period from
$400,000 to $250,000; Non-Executive Directors’ fees reducing from $150,000 to $100,000; the Audit Finance and Risk
Committee Chairman fees reducing from $30,000 to $20,000; and the Human Resources and Remuneration Committee
Chairman fees reducing from $22,500 to $20,000.
Chairman and Non-Executive Directors’ base annual fees are as detailed below. The same base annual fees will apply for
FY24.
Base Annual Fees
Chairman (all inclusive)
Other Non-Executive Directors
Additional annual fees
Audit Finance and Risk Committee – Chairman
Audit Finance and Risk Committee – member
Human Resources and Remuneration Committee – Chairman
Human Resources and Remuneration Committee – member
Nomination Committee – Chairman
Nomination Committee – member
16
31 July 2022
– 29 July 2023
250,000
100,000
20,000
-
20,000
-
-
-
45 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Minimum Shareholding Policy
Each Non-Executive Director will target the purchase of a shareholding in the Company that, as at the date of the last
purchase, is equivalent to at least one year’s Non-Executive Director’s base fees, progressively over three years from the
date of their appointment, for new Non-Executive Directors, and within three years from April 2018 for Non-Executive
Directors appointed before this date.
This above requirement will not apply to Non-Executive Directors who were nominated for appointment by a person who
was at the time of nomination, and remains, a substantial shareholder of the Company. If that person ceases to be a
substantial shareholder of the Company, the above requirement will apply to the applicable Non-Executive Director, with
the three-year acquisition period commencing from the date of such cessation.
The table below shows the remuneration amounts recorded in the financial statements in the period for Non-Executive
Directors:
Name
Non-Executive Directors
J Stephenson(1)
D Whittle
J Naylor
A Mervis(2)
T McCartney(3)
Total Non-Executive Directors
Myer Holdings
Limited Board &
Committee
Fees
$
Superannuation
$
224,532
211,484
107,350
107,950
107,350
107,950
89,458
78,027
64,710
-
593,400
505,411
25,468
22,266
12,650
12,050
12,650
12,050
10,542
8,716
7,638
-
68,948
55,082
FY
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Total
$
250,000
233,750
120,000
120,000
120,000
120,000
100,000
86,743
72,348
-
662,348
560,493
(1) Ms Stephenson was Acting Chairman from 29 October 2020 to 15 September 2021 but during that period elected not to receive the full Chairman Fees and was
instead paid a base fee of $120,000.
(2) Mr Mervis was appointed as a Non-Executive Director on 20 September 2021.
(3) Mr McCartney was appointed as Non-Executive Director on 10 November 2022.
REMUNERATION REPORT
Continued
5. Non-Executive Director Remuneration
Remuneration Policy
Myer’s policy regarding Non-Executive Director fees is as follows:
•
•
•
fees and payments to Non-Executive Directors reflect the demands upon and responsibilities of those Directors;
base fees for Non-Executive Directors include payment for participation on Board Committees; however, an additional
payment is made to those who serve as Chairman on a Committee (excluding the Nomination Committee) to
recognise the additional responsibility and time requirements involved in chairing a Committee;
• Non-Executive Directors do not receive performance-based pay. However, they are able to purchase shares in the
Company, which can be acquired on market during approved trading ‘windows’ for share trading consistent with the
Company’s Securities Dealing Policy;
the Board, on the recommendation of the Human Resources and Remuneration Committee, reviews Non-Executive
Directors' fees and payments at least once a year. As part of that review, the Board considers the advice of
independent remuneration consultants in relation to Chairman’s fees and payments, Non-Executive Directors’ fees and
payments, and payments made in relation to the Chairman of committees or for other specific tasks that may be
performed by Directors; and
• Non-Executive Directors are not entitled to any additional remuneration upon retirement. Superannuation contributions
required by legislation are made from the fee paid to Directors and fall within the aggregate fee pool limit.
Aggregate Fee Pool
Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit as approved from time to time by
Myer shareholders at the AGM. The maximum aggregate limit includes superannuation contributions for the benefit of Non-
Executive Directors and any fees which a Non-Executive Director agrees to sacrifice for other benefits. It does not include
reimbursement of genuine out-of-pocket expenses, genuine special exertions fees paid in accordance with the Company’s
Constitution, or certain issues of securities under ASX Listing Rule 10.11 or 10.14, with the approval of shareholders. The current
maximum aggregate fee pool limit is $2,150,000 per annum. The aggregate fee pool limit has not changed since the
Company was listed in November 2009.
Reductions to Non-Executive Director Fees
There were no changes to the Chairman and Non-Executive Directors’ base annual fees during FY23. As previously
disclosed, there have been a number of reductions since FY17, with the Chairman fee reducing during that period from
$400,000 to $250,000; Non-Executive Directors’ fees reducing from $150,000 to $100,000; the Audit Finance and Risk
Committee Chairman fees reducing from $30,000 to $20,000; and the Human Resources and Remuneration Committee
Chairman fees reducing from $22,500 to $20,000.
Chairman and Non-Executive Directors’ base annual fees are as detailed below. The same base annual fees will apply for
FY24.
Base Annual Fees
Chairman (all inclusive)
Other Non-Executive Directors
Additional annual fees
Audit Finance and Risk Committee – Chairman
Audit Finance and Risk Committee – member
Human Resources and Remuneration Committee – Chairman
Human Resources and Remuneration Committee – member
Nomination Committee – Chairman
Nomination Committee – member
31 July 2022
– 29 July 2023
250,000
100,000
20,000
20,000
-
-
-
-
16
17
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s
46 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
6. Remuneration Governance
6.1 Human Resources and Remuneration Committee
The Board reviews its role, responsibilities, and performance annually to ensure that the Company continues to maintain and
improve its governance standards.
The Board is responsible for ensuring the Company’s remuneration strategy is equitable and aligned with Company
performance and shareholder interests. The Board conducts an annual review of the remuneration strategy of the business.
To assist with this, the Board has established a Human Resources and Remuneration Committee (Committee) made up of
Non-Executive Directors only. The Committee Charter is available on the Company’s Investor Centre website.
When making remuneration decisions, the Committee will also consider the Company’s internal succession plan and
capability profile.
The Committee comprises Ms Jacquie Naylor (Committee member from 3 September 2019) as Chairman and Ms JoAnne
Stephenson and Mr David Whittle as members.
In performing its role, the Committee has the responsibility to make recommendations to the Board on:
• Non-Executive Director fees;
•
•
•
Executive remuneration (for the CEO and Managing Director, and other Executives) including specific
recommendations on remuneration packages and other terms of employment;
The overarching remuneration framework including the policy, strategy and practices for fixed reward and both short
and long term incentive plans and performance hurdles; and
The health of the organisation, suitable succession coverage, organisational culture and diversity.
The Committee has been established under rule 8.15 of the Constitution of the Company. Further information on the role of
the Committee, its membership and meetings held throughout the year will be set out in the Corporate Governance
Statement (available on the Company’s website) and the Directors’ Report.
The CEO and Managing Director, the CFO, and the General Manager, People & Culture are regular attendees at the
Committee meetings. Neither the CEO and Managing Director nor the CFO were present during any Committee or Board
meetings when their remuneration was considered or discussed during the financial period.
The Committee must at all times have regard to, and notify the Board as appropriate, of all legal and regulatory
requirements, including any shareholder approvals required in connection with remuneration matters.
The Committee Chairman or, if she is not available, a Committee member, will attend the AGM and be available to answer
any questions from shareholders about the Committee’s activities or, if appropriate, the Company’s remuneration
arrangements.
6.2 Use of Remuneration Consultants
To ensure it is fully informed when making remuneration decisions, the Committee draws on services from a range of external
sources, including remuneration consultants where appropriate. The Company’s guidelines on the use of remuneration
consultants aim to ensure the independence of remuneration consultants from Myer’s Management, and include the
process for the selection of consultants and the terms of engagement.
Remuneration consultants are engaged by the Committee Chairman, and report directly to the Committee. As part of this
engagement, an agreed set of protocols to be followed by the consultants, the Committee, and Management, have been
devised that determine the way in which remuneration recommendations are developed and provided to the Board. This
process is intended to ensure that any recommendation made by a remuneration consultant is free from undue influence
by the Executive KMP to whom any recommendations may relate.
No remuneration recommendations were made during FY23 as defined in the Corporations Act 2001.
18
47 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
6. Remuneration Governance
6.1 Human Resources and Remuneration Committee
The Board reviews its role, responsibilities, and performance annually to ensure that the Company continues to maintain and
improve its governance standards.
The Board is responsible for ensuring the Company’s remuneration strategy is equitable and aligned with Company
performance and shareholder interests. The Board conducts an annual review of the remuneration strategy of the business.
To assist with this, the Board has established a Human Resources and Remuneration Committee (Committee) made up of
Non-Executive Directors only. The Committee Charter is available on the Company’s Investor Centre website.
When making remuneration decisions, the Committee will also consider the Company’s internal succession plan and
capability profile.
The Committee comprises Ms Jacquie Naylor (Committee member from 3 September 2019) as Chairman and Ms JoAnne
Stephenson and Mr David Whittle as members.
In performing its role, the Committee has the responsibility to make recommendations to the Board on:
• Non-Executive Director fees;
Executive remuneration (for the CEO and Managing Director, and other Executives) including specific
recommendations on remuneration packages and other terms of employment;
The overarching remuneration framework including the policy, strategy and practices for fixed reward and both short
and long term incentive plans and performance hurdles; and
The health of the organisation, suitable succession coverage, organisational culture and diversity.
The Committee has been established under rule 8.15 of the Constitution of the Company. Further information on the role of
the Committee, its membership and meetings held throughout the year will be set out in the Corporate Governance
Statement (available on the Company’s website) and the Directors’ Report.
The CEO and Managing Director, the CFO, and the General Manager, People & Culture are regular attendees at the
Committee meetings. Neither the CEO and Managing Director nor the CFO were present during any Committee or Board
meetings when their remuneration was considered or discussed during the financial period.
The Committee must at all times have regard to, and notify the Board as appropriate, of all legal and regulatory
requirements, including any shareholder approvals required in connection with remuneration matters.
The Committee Chairman or, if she is not available, a Committee member, will attend the AGM and be available to answer
any questions from shareholders about the Committee’s activities or, if appropriate, the Company’s remuneration
arrangements.
6.2 Use of Remuneration Consultants
To ensure it is fully informed when making remuneration decisions, the Committee draws on services from a range of external
sources, including remuneration consultants where appropriate. The Company’s guidelines on the use of remuneration
consultants aim to ensure the independence of remuneration consultants from Myer’s Management, and include the
process for the selection of consultants and the terms of engagement.
Remuneration consultants are engaged by the Committee Chairman, and report directly to the Committee. As part of this
engagement, an agreed set of protocols to be followed by the consultants, the Committee, and Management, have been
devised that determine the way in which remuneration recommendations are developed and provided to the Board. This
process is intended to ensure that any recommendation made by a remuneration consultant is free from undue influence
by the Executive KMP to whom any recommendations may relate.
No remuneration recommendations were made during FY23 as defined in the Corporations Act 2001.
•
•
•
18
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1
48 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Footnotes
(1) Cash salary includes short-term compensated absences, including any salary sacrifice arrangement implemented by the Executive KMPs, including additional
superannuation contributions.
STI (FY22: TI) payments relate to program performance and conditions for the year they were earned, not the year of actual payment.
(2)
(3) Non-monetary short-term benefits include Fringe Benefits Tax paid by the Company in respect of Company provided car parking up to the end of March 2023
(4)
(5)
(6)
(7)
(8)
(in accordance with the FBT year), mobile phone expenses and other items referred to in footnotes (9) and (10) for Mr King and Mr Winstanley, respectively.
This reflects the movement in annual leave accrual.
There were no post-employment benefits other than superannuation.
Executive KMP receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution
base, with the exception of Mr King and Mr Winstanley, who do not receive superannuation due to their tax status.
This benefit includes the movement in long service leave accrual.
The share-based payment expense represents the amount expensed for the period based on valuations determined under AASB 2 Share Based Payment. This
expense is based on the fair value at grant date, and reflects expectations of the number of rights and options expected to vest. Where expectations change
in relation to vesting, adjustment is made in the current period to reflect this change. As the equity grant may fully vest, partially vest or not vest at all, the
benefit that the Executive KMP ultimately realises is likely to be different to the amount disclosed in a particular year. The amount disclosed does not represent
cash payments received in the period, and if vesting conditions are not met, may result in reversal of the remuneration amount in a future period.
(9) Mr King's short-term benefits include annual leave accrual, a health insurance allowance, relocation expenses for spouse, and return flights home under the
terms of his employment contract.
(10) Mr Winstanley's other short-term benefits include annual leave accrual, a health insurance allowance, and return flights home under the terms of his
employment contract.
20
REMUNERATION REPORT
Continued
Footnotes
superannuation contributions.
(1) Cash salary includes short-term compensated absences, including any salary sacrifice arrangement implemented by the Executive KMPs, including additional
(2)
STI (FY22: TI) payments relate to program performance and conditions for the year they were earned, not the year of actual payment.
(3) Non-monetary short-term benefits include Fringe Benefits Tax paid by the Company in respect of Company provided car parking up to the end of March 2023
(in accordance with the FBT year), mobile phone expenses and other items referred to in footnotes (9) and (10) for Mr King and Mr Winstanley, respectively.
(4)
(5)
(6)
(7)
(8)
This reflects the movement in annual leave accrual.
There were no post-employment benefits other than superannuation.
Executive KMP receive a statutory superannuation contribution up to a threshold limit in line with the ATO published maximum superannuation contribution
base, with the exception of Mr King and Mr Winstanley, who do not receive superannuation due to their tax status.
This benefit includes the movement in long service leave accrual.
The share-based payment expense represents the amount expensed for the period based on valuations determined under AASB 2 Share Based Payment. This
expense is based on the fair value at grant date, and reflects expectations of the number of rights and options expected to vest. Where expectations change
in relation to vesting, adjustment is made in the current period to reflect this change. As the equity grant may fully vest, partially vest or not vest at all, the
benefit that the Executive KMP ultimately realises is likely to be different to the amount disclosed in a particular year. The amount disclosed does not represent
cash payments received in the period, and if vesting conditions are not met, may result in reversal of the remuneration amount in a future period.
(9) Mr King's short-term benefits include annual leave accrual, a health insurance allowance, relocation expenses for spouse, and return flights home under the
(10) Mr Winstanley's other short-term benefits include annual leave accrual, a health insurance allowance, and return flights home under the terms of his
terms of his employment contract.
employment contract.
49 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
7.1 Unvested Performance Rights and Options
Details of performance rights and options granted to Executive KMP under the previous equity incentive plans that remain
unvested as at 29 July 2023 are set out in the table below.
Grant type
Grant date
Number of
instruments
CEO Options (EPS hurdle)(1)
21-Nov-19
2,799,378
Other Executive KMP Restricted Shares(2)
21-Nov-19
337,967
CEO Rights (EPS hurdle)
9-Nov-20
1,721,311
Other Executive KMP Rights (EPS hurdle)
9-Nov-20
2,074,795
CEO Rights (TSR hurdle)
9-Nov-20
1,721,311
Other Executive KMP Rights (TSR hurdle)
9-Nov-20
2,074,795
CEO TIP Rights(3)
Other Executive TIP Rights(3)
CEO Rights (EPS hurdle)
Other Executive KMP Rights (EPS hurdle)
CEO Rights (TSR hurdle)
Other Executive KMP Rights (TSR hurdle)
CEO Rights (EPS hurdle)
15-Dec-20
15-Dec-20
10-Nov-21
10-Nov-21
10-Nov-21
10-Nov-21
10-Nov-22
338,801
476,440
734,779
885,671
734,779
885,671
788,436
Other Executive KMP Rights (EPS hurdle)
16-Nov-22
1,067,159
CEO Rights (TSR hurdle)
10-Nov-22
788,436
Other Executive KMP Rights (TSR hurdle)
16-Nov-22
1,067,159
Value per
instrument
at grant
date
$
Vesting date (if holder
remains employed by a
Myer Group Company)
$0.18
$0.15
$0.22
$0.22
$0.19
$0.19
$0.57
$0.57
$0.40
$0.40
$0.38
$0.38
$0.46
$0.46
$0.44
$0.44
September 2023
September 2023
January 2024(5)
January 2024(5)
January 2024(5)
January 2024(5)
October 2023
October 2023
September 2024(5)
September 2024(5)
September 2024(5)
September 2024(5)
September 2025
September 2025
September 2025
September 2025
STI Rights
Total
7-Nov-22
TBC(4)
TBC(4)
September 2023
18,496,888
Performance options granted on 21 November 2019 have an expiry date of 21 November 2023.
(1)
(2) During FY23, 3,499,223 performance options (EPS hurdle) granted on 21 November 2019 to Other Executive KMP were converted to shares subject to a one-year
(3)
(4)
trading restriction and continuous service condition. The value per performance option (EPS hurdle) at grant date was $0.15.
Relates to the remaining 50 percent of the total FY21 TI plan rights that are subject to a two-year service period from issue date.
The number of rights granted and converted into deferred shares will be determined by dividing the dollar value of the rights component of the FY23 STI plan
award by the volume weighted average price of the Company’s shares over a period of trading days determined by the Board following the release to the
market of the Company’s full year FY23 results. The deferred shares with then be subject to a one-year disposal restriction period.
(5) During the period, the Board exercised its discretion under the LTI plan with respect to the service periods applicable to the FY21 and FY22 LTI plans. The exercise
of the Board’s discretion did not change the performance hurdles required to be met, the 3-year duration of the performance period, nor the time at which
vested performance rights convert into shares and deliver value to the participant. More details can be found in Section 3.4.
Details of performance rights or options over ordinary shares in the Company currently provided as remuneration and
granted during FY23 to Executive KMP are set out overleaf. Further information on the LTI, TI, and STI plans are set out in note
H4 of the Financial Statements.
7.2 Equity Instruments Granted to Executive KMP in FY23
Name
J King
N Chadwick
A Sutton
A Winstanley
Vesting Date
Number of performance
rights granted(1)
Value of performance
rights at grant date(2)
$
Number of rights
and options vested
during the period
30-Sep-25
30-Sep-25
30-Sep-25
30-Sep-25
1,576,872
754,126
626,066
754,126
960,000
459,113
381,150
459,113
804,509
403,585
335,052
403,585
(1) No performance rights were granted to Non-Executive Directors during the reporting period.
(2)
The face value for allocating rights under the FY23 LTI plan was $0.61, based on the volume weighted average price of the Company’s shares over the five
trading days following the release of the Company’s FY22 results.
20
21
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50 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
Deferred Shares – FY23 STI Plan
The number of deferred shares (subject to a disposal restriction) to be issued will be determined by dividing the dollar value
of the deferred shares component of the STI plan award by the volume weighted average price of the Company’s shares
over a period of trading days determined by the Board following the release to the market of the Company’s full year FY23
results, and therefore these shares are not reflected in the above table.
7.3 Shares Provided on Exercise of Rights or Options
The following Non-Executive Directors of the company or Executive KMP were provided ordinary shares as a result of
exercise of options or rights.
Name
J King
N Chadwick
A Sutton
A Winstanley
Number of ordinary shares provided on
exercise of rights during the period(1)
Value at exercise date(2)
$
804,509
523,000
434,189
523,000
482,705
313,800
260,513
313,800
(1)
(2)
Includes 337,967 restricted shares provided to Other Executive KMP on the exercise of options granted on 21 November 2019 and subject to a one-year disposal
restriction and service condition from the date of issue. Options issued to Mr King are subject to an additional one-year vesting period but no disposal restriction
or further service condition applies from the date of issue.
The value at exercise date of options and rights that were granted in prior periods as part of remuneration and were exercised during the period has been
determined as the intrinsic value of the rights at that date. This represents the market value of the share acquired.
7.4 Performance Options and Performance Rights on Issue
For each grant of performance options or performance rights included in this report, the percentage of the grant that was
paid, or that vested, in the financial period, and the percentage and value that was forfeited because the service and
performance criteria were not met is set out below. Options and performance rights vest provided the vesting conditions or
performance hurdles are met. No options or performance rights will vest if the hurdles (either service or performance) are not
satisfied, therefore the minimum value of the performance options or performance rights yet to vest is nil.
Grant date
Equity Vehicle
Vested %
Forfeited %
Maximum total
value of grant yet
to be expensed(1)
10-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
16-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
16-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Options(2)
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Options(2)
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Options(2)
-
-
100%
-
50%
-
-
-
-
100%
-
50%
-
-
-
-
100%
-
50%
-
-
-
-
-
-
-
-
50%
-
-
-
-
-
-
50%
-
-
-
-
-
-
50%
483,239
5,400
-
242,497
-
136,926
78,313
248,490
2,713
-
103,278
-
58,316
30,590
206,293
2,271
-
85,740
-
48,413
25,396
Name
J King
N Chadwick
A Sutton
22
REMUNERATION REPORT
Continued
Deferred Shares – FY23 STI Plan
The number of deferred shares (subject to a disposal restriction) to be issued will be determined by dividing the dollar value
of the deferred shares component of the STI plan award by the volume weighted average price of the Company’s shares
over a period of trading days determined by the Board following the release to the market of the Company’s full year FY23
results, and therefore these shares are not reflected in the above table.
7.3 Shares Provided on Exercise of Rights or Options
The following Non-Executive Directors of the company or Executive KMP were provided ordinary shares as a result of
exercise of options or rights.
Number of ordinary shares provided on
exercise of rights during the period(1)
Value at exercise date(2)
(1)
Includes 337,967 restricted shares provided to Other Executive KMP on the exercise of options granted on 21 November 2019 and subject to a one-year disposal
restriction and service condition from the date of issue. Options issued to Mr King are subject to an additional one-year vesting period but no disposal restriction
or further service condition applies from the date of issue.
(2)
The value at exercise date of options and rights that were granted in prior periods as part of remuneration and were exercised during the period has been
determined as the intrinsic value of the rights at that date. This represents the market value of the share acquired.
7.4 Performance Options and Performance Rights on Issue
For each grant of performance options or performance rights included in this report, the percentage of the grant that was
paid, or that vested, in the financial period, and the percentage and value that was forfeited because the service and
performance criteria were not met is set out below. Options and performance rights vest provided the vesting conditions or
performance hurdles are met. No options or performance rights will vest if the hurdles (either service or performance) are not
satisfied, therefore the minimum value of the performance options or performance rights yet to vest is nil.
Grant date
Equity Vehicle
Vested %
Forfeited %
to be expensed(1)
Maximum total
value of grant yet
804,509
523,000
434,189
523,000
100%
50%
100%
50%
100%
50%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
16-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
16-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Options(2)
50%
Options(2)
50%
Options(2)
50%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Name
J King
N Chadwick
A Sutton
A Winstanley
Name
J King
N Chadwick
A Sutton
$
482,705
313,800
260,513
313,800
483,239
5,400
242,497
136,926
78,313
248,490
2,713
103,278
58,316
30,590
206,293
2,271
-
-
-
-
-
-
85,740
48,413
25,396
51 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
A Winstanley
16-Nov-22
7-Nov-22
16-Feb-22
10-Nov-21
15-Dec-20
9-Nov-20
21-Nov-19
Rights
Rights(4)
Rights(5)
Rights
Rights(3)
Rights
Options(2)
-
-
100%
-
50%
-
-
-
-
-
-
-
-
50%
248,490
2,735
-
103,278
-
58,316
30,590
Y
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(1)
(2)
This represents the maximum remaining accounting value of the LTI, TI, and STI plan awards (rights and options) as at their grant date.
Performance options granted on 21 November 2019 were tested following the release of the FY22 results, maximum performance under the EPS condition (50%
of the total performance options) was met but the relative TSR component (50 percent of the total performance options) lapsed due to failure of the vesting
conditions.
(3) During the period 50 percent of the total deferred rights awarded under the FY21 TI plan vested following completion of the attached one-year service period.
(4)
The remaining deferred rights are subject to a two-year service period.
Rights to deferred shares relating to the FY23 STI plan. The number of rights granted and converted into deferred shares will be determined by dividing the dollar
value of the rights component of the STI award by the volume weighted average price of the Company’s shares over a period of trading days determined by
the Board following the release to the market of the Company’s full year FY23 results.
(5) During FY23, rights were issued for the equity component of the FY22 TI plan that was granted on 16 February 2022. The number of rights was determined by
dividing the dollar value of the rights component of the award by the volume weighted average price of the Company’s shares over the five trading days
immediately following the release to the market of the Company’s full year FY22 results. The rights then automatically converted to deferred shares on a one for
one basis.
7.5 Transactions with KMP
Mr King is a director of Raging Bull Group Limited and has a relevant interest in 18 percent of the shares. During the period
ended 29 July 2023, Myer Pty Ltd placed orders for apparel totalling $1.0 million with Raging Bull Leisure Limited, whose
ultimate parent is Raging Bull Group Limited.
The orders have been placed on an arm’s length basis under a standard wholesale agreement. As at 29 July 2023, $0.4
million remains on order and not received, and $0.2 million was owing to Raging Bull Leisure Limited, in accordance with the
terms under the wholesale agreement.
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52 — Myer Annual Report 2023
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53 — Myer Annual Report 2023
REMUNERATION REPORT
Continued
The number of shares in the Company held during the financial period by each Director of the Company and Executive
KMP of the Company, including their personally related parties are set out below.
Opening
balance
Received on exercise of
rights and / or options to
shares
Other changes
during the year
Closing balance
2023
Directors
J Stephenson
D Whittle
J Naylor
A Mervis
T McCartney
Executive KMP
J King
N Chadwick
A Sutton
A Winstanley
2022
Directors
J Stephenson
D Whittle
J Naylor
A Mervis
Executive KMP
J King
N Chadwick
A Sutton
A Winstanley
9. Loans
300,000
266,666
211,000
250,000
-
3,582,432
350,000
113,086
1,055,555
235,000
266,666
121,000
-
1,150,000
350,000
26,086
500,000
-
-
-
-
-
804,509
403,585
335,052
403,585
-
-
-
-
2,432,432
-
-
-
-
-
-
-
-
100,000
(226,755)
146,000
65,000
-
90,000
250,000
-
-
87,000
300,000
266,666
211,000
250,000
-
4,386,941
853,585
221,383
1,605,140
300,000
266,666
211,000
250,000
3,582,432
350,000
113,086
555,555
-
1,055,555
There were no loans made to Executive KMP or entities related to them, including their personally related parties, at any time
during FY22 or FY23.
10. Dealing in Securities
Under the Securities Dealing Policy, Directors and Senior Executives are prohibited from entering into hedging arrangements
with respect to the Company’s securities. A copy of the Securities Dealing Policy is available on the Myer Investor Centre
website.
4
2
25
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54 — Myer Annual Report 2023
Auditor’s Independence Declaration
As lead auditor for the audit of Myer Holdings Limited for the period ended 29 July 2023, I declare that
to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Myer Holdings Limited and the entities it controlled during the period.
Alison Tait Milner
Partner
PricewaterhouseCoopers
Melbourne
14 September 2023
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
55 — Myer Annual Report 2023
FINANCIAL STATEMENTS
for the period ended 29 July 2023
Contents
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
A. Group performance
A1 Segment information
A2 Revenue
A3 Expenses
A4 Income tax
A5 Earnings per share
B. Working capital
B1 Trade and other receivables and prepayments
B2 Inventories
B3 Trade and other payables
C. Capital employed
C1 Property, plant and equipment
C2 Intangible assets
C3 Provisions
C4 Leases
D. Net debt
D1 Cash and cash equivalents
D2 Reconciliation of cash flows from operating activities
D3 Borrowings
E. Risk management
E1 Financial risk management
F. Equity
F1 Contributed equity
F2 Accumulated losses and reserves
F3 Dividends
G. Group structure
G1 Subsidiaries
G2 Deed of cross guarantee
G3 Parent entity financial information
H. Other financial information
H1 Contingencies
H2 Commitments
H3 Related party transactions
H4 Share-based payments
H5 Remuneration of auditors
H6 Events occurring after the reporting period
I. Other accounting policies
56
57
58
59
60
61
61
62
63
64
65
65
65
66
67
68
70
72
72
73
74
80
81
82
83
84
86
87
87
87
88
90
90
91
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56 — Myer Annual Report 2023
CONSOLIDATED INCOME STATEMENT
for the period ended 29 July 2023
Total sales
Concession sales
Sale of goods
Sales revenue deferred under customer loyalty program
Revenue from sale of goods
Other operating revenue
Cost of goods sold
Operating gross profit
Other income
Selling expenses
Administration expenses
Restructuring, space exit costs and impairment of assets
Finance revenue
Finance costs
Net finance costs
Profit before income tax
Income tax expense
Profit for the period attributable to owners of Myer Holdings Limited
Earnings per share attributable to the ordinary equity holders of the Company:
Basic earnings per share
Diluted earnings per share
Notes
A2
A2
A2
A2
A3
A2
A3
A4
A5
A5
2023
52 weeks
2022
52 weeks
$m
3,362.9
(748.3)
2,614.6
(48.8)
2,565.8
194.7
(1,535.9)
1,224.6
-
(751.1)
(277.3)
(15.4)
180.8
4.7
(96.2)
(91.5)
89.3
(28.9)
60.4
Cents
7.4
7.2
$m
2,989.8
(606.2)
2,383.6
(43.0)
2,340.6
161.4
(1,356.8)
1,145.2
0.9
(690.9)
(271.0)
(13.2)
171.0
0.3
(99.2)
(98.9)
72.1
(23.1)
49.0
Cents
6.0
5.9
The above consolidated income statement should be read in conjunction with the accompanying notes.
57 — Myer Annual Report 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 29 July 2023
Profit for the period
Other comprehensive income
Items that may be reclassified to profit or loss:
Cash flow hedges
Exchange differences on translation of foreign operations
Other comprehensive (loss)/income for the period, net of tax
Total comprehensive income for the period attributable to owners of Myer Holdings Limited
Notes
F2
F2
2023
52 weeks
$m
60.4
2022
52 weeks
$m
49.0
-
(0.9)
(0.9)
59.5
0.8
0.9
1.7
50.7
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
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58 — Myer Annual Report 2023
CONSOLIDATED BALANCE SHEET
as at 29 July 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables and prepayments
Inventories
Derivative financial instruments
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Derivative financial instruments
Current tax liabilities
Other liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Provisions
Derivative financial instruments
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Reserves
Total equity
Notes
D1
B1
B2
E1
C1
C4
C2
A4
E1
B3
C4
C3
E1
D3
C4
C3
E1
F1
F2
F2
2023
$m
179.7
28.4
371.3
6.0
585.4
321.7
1,101.4
305.2
121.9
0.4
0.8
1,851.4
2,436.8
401.7
154.3
73.4
1.4
9.8
0.1
640.7
60.1
1,490.6
4.9
-
1,555.6
2,196.3
240.5
734.0
(503.1)
9.6
240.5
2022
$m
243.9
28.4
371.4
5.3
649.0
305.0
1,177.8
305.3
111.6
0.3
1.6
1,901.6
2,550.6
429.3
144.2
67.7
0.6
23.8
0.1
665.7
58.0
1,555.0
4.4
0.1
1,617.5
2,283.2
267.4
737.1
(477.3)
7.6
267.4
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
59 — Myer Annual Report 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 29 July 2023
Balance as at 31 July 2021
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Transactions with owners in their capacity as owners:
Acquisition of treasury shares
Employee share schemes
Dividends Paid
Balance as at 30 July 2022
Net profit for the period
Other comprehensive loss for the period
Total comprehensive income/(loss) for the period
Transactions with owners in their capacity as owners:
Acquisition of treasury shares
Employee share schemes
Dividends Paid
Balance as at 29 July 2023
Notes
F1
F2
F3
F1
F2
F3
Contributed
equity
$m
737.7
-
-
-
Accumulated
losses
$m
(514.0)
49.0
-
49.0
(0.6)
-
-
(0.6)
737.1
-
-
-
(3.1)
-
-
(3.1)
734.0
-
-
(12.3)
(12.3)
(477.3)
60.4
-
60.4
-
-
(86.2)
(86.2)
(503.1)
Reserves
$m
3.2
-
1.7
1.7
-
2.7
-
2.7
7.6
-
(0.9)
(0.9)
-
2.9
-
2.9
9.6
Total
$m
226.9
49.0
1.7
50.7
(0.6)
2.7
(12.3)
(10.2)
267.4
60.4
(0.9)
59.5
(3.1)
2.9
(86.2)
(86.4)
240.5
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED BALANCE SHEET
as at 29 July 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables and prepayments
Inventories
Derivative financial instruments
Property, plant and equipment
Total current assets
Non-current assets
Right-of-use assets
Intangible assets
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Derivative financial instruments
Derivative financial instruments
Total non-current liabilities
Current tax liabilities
Other liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Provisions
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Reserves
Total equity
Notes
D1
B1
B2
E1
C1
C4
C2
A4
E1
B3
C4
C3
E1
D3
C4
C3
E1
F1
F2
F2
2023
$m
179.7
28.4
371.3
6.0
585.4
321.7
1,101.4
305.2
121.9
0.4
0.8
1,851.4
2,436.8
401.7
154.3
73.4
1.4
9.8
0.1
640.7
60.1
1,490.6
4.9
-
1,555.6
2,196.3
240.5
734.0
(503.1)
9.6
240.5
2022
$m
243.9
28.4
371.4
5.3
649.0
305.0
1,177.8
305.3
111.6
0.3
1.6
1,901.6
2,550.6
429.3
144.2
67.7
0.6
23.8
0.1
665.7
58.0
1,555.0
4.4
0.1
1,617.5
2,283.2
267.4
737.1
(477.3)
7.6
267.4
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
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60 — Myer Annual Report 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 29 July 2023
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)
Other income
Interest paid
Tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Lease incentives and contributions received
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Repayment of borrowings, including transaction costs
Proceeds from borrowings, net of transaction costs
Payments for principal portion of lease liabilities
Dividends paid to equity holders of the parent
Payment for acquisition of treasury shares
Net cash outflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at end of period
Notes
2023
52 weeks
$m
2022
52 weeks
$m
3,089.2
(2,702.4)
386.8
-
(95.1)
(54.0)
237.7
(66.8)
(33.5)
25.8
4.7
(69.8)
-
-
(142.8)
(86.2)
(3.1)
(232.1)
(64.2)
243.9
179.7
2,791.1
(2,405.2)
385.9
1.0
(95.4)
(16.4)
275.1
(39.8)
(28.7)
24.3
0.3
(43.9)
(70.0)
56.6
(139.6)
(12.3)
(0.6)
(165.9)
65.3
178.6
243.9
D2
F3
F1
D1
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 29 July 2023
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)
Other income
Interest paid
Tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangible assets
Lease incentives and contributions received
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Repayment of borrowings, including transaction costs
Proceeds from borrowings, net of transaction costs
Payments for principal portion of lease liabilities
Dividends paid to equity holders of the parent
Payment for acquisition of treasury shares
Net cash outflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at end of period
Notes
D2
F3
F1
D1
2023
52 weeks
$m
3,089.2
(2,702.4)
386.8
2022
52 weeks
$m
2,791.1
(2,405.2)
-
(95.1)
(54.0)
237.7
(66.8)
(33.5)
25.8
4.7
(69.8)
-
-
(142.8)
(86.2)
(3.1)
(232.1)
(64.2)
243.9
179.7
385.9
1.0
(95.4)
(16.4)
275.1
(39.8)
(28.7)
24.3
0.3
(43.9)
(70.0)
56.6
(139.6)
(12.3)
(0.6)
(165.9)
65.3
178.6
243.9
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
61 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A. Group Performance
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the performance of
the Group during the period, including the applicable accounting policies applied and significant estimates and judgements made.
A1 Segment Information
Management has determined the operating segments based on the reports reviewed by the Chief Executive Officer that are used to make
strategic decisions about the allocation of resources.
The Chief Executive Officer considers the business based on total store and product portfolio, and has identified that the Group operates in
Australia in the department store retail segment.
The Group also undertakes activities outside the department store retail business through its subsidiaries: sass & bide and Marcs and David
Lawrence. On the basis that these subsidiaries represent less than 10% of the total Group's operations and have similar economic
characteristics to the department store retail business, they have not been disclosed as separate reporting segments.
Accounting policy
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.
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A2 Revenue
Sales revenue
Total sales 1
Concession sales
Sale of goods
Sales revenue deferred under customer loyalty program
Revenue from sale of goods
Other operating revenue
Concessions revenue
Other 2
Finance revenue
Interest revenue
Total revenue
2023
52 weeks
$m
2022
52 weeks
$m
3,362.9
(748.3)
2,614.6
(48.8)
2,565.8
169.4
25.3
194.7
4.7
2,765.2
2,989.8
(606.2)
2,383.6
(43.0)
2,340.6
138.9
22.5
161.4
0.3
2,502.3
1. Includes concession sales (non-IFRS measure).
2. Other includes revenue in relation to gift card non-redemption income, forfeited lay-by deposits and financial services income.
Accounting policy
Total sales value presented in the consolidated income statement represents proceeds from sale of goods (both from the Group and
concession operators) and prior to the deferral of revenue under the MYER one customer loyalty program. Concession sales presented in the
income statement represents the sales proceeds of concession operators within Myer stores. Total sales value is disclosed to show the total
sales generated by the Group and provide a basis of comparison with similar department stores.
Revenue from sale of goods, excluding lay-by transactions, is recognised when the performance obligation has been fulfilled, which is
principally at the point of sale after deducting taxes paid, and does not include concession sales. Goods are sold to the end customer with a
right of return within a reasonable period at the Group’s discretion and in accordance with legislative requirements. A refund liability (included
in trade and other payables) and a right to returned goods (included in trade and other receivables) are recognised for the goods expected
to be returned, with a corresponding adjustment to revenue from sale of goods and cost of goods sold. The assumptions and the estimated
amount of returns are based on historical evidence and are reassessed at the end of each reporting period. Revenue from lay-by transactions
is recognised as part of revenue from sale of goods at the date upon which the customer satisfies all payment obligations and control of the
goods has transferred to the customer.
Revenue from sale of goods excludes concession sales in Myer stores on the basis that the inventory sold is owned by the concession operator
at the time of sale and not the Group. The Group's share of concession sales is recognised as revenue within other operating revenue at the
time the sale is made.
Gift cards are considered a prepayment for goods or services to be delivered in the future, which creates a future performance obligation for
the Group. The Group recognises a liability for the amount received in advance for the gift card and recognises revenue when the customer
redeems the gift card and the Group fulfils the performance obligation related to the transaction. The Group recognises revenue on the
unredeemed value of gift cards and rewards cards (under the MYER one loyalty program), referred to as non-redemption income. The Group
recognises the expected non-redemption amount as revenue in proportion to the pattern in which the gift card or reward card is utilised by
the customer.
Interest income is recognised on a time proportion basis using the effective interest method.
Critical accounting estimates and judgements – customer loyalty program
The Group operates a loyalty program where customers accumulate award points for purchases made which entitle them to discounts on
future purchases. The award points are recognised as a separately identifiable component of the initial sale transaction, by allocating the fair
value of the consideration received between the award points and the other components of the sale such that the award points are
recognised at their fair value. Revenue from the award points is recognised when the points are redeemed. The amount of revenue
recognised is based on the number of points redeemed relative to the total number expected to be redeemed. Award points expire 24
months after the initial sale.
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62 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A3 Expenses
Profit before income tax includes the following specific expenses:
Employee benefits expenses
Defined contribution superannuation expense
Other employee benefits expenses
Depreciation, amortisation and write-off expense
Property, plant and equipment
Intangibles
Right-of-use assets
Finance costs
Interest and finance charges paid/payable for lease liabilities and financial liabilities
Rental expense relating to operating leases
Contingent rentals
Net foreign exchange losses/(gains)
2023
52 weeks
$m
2022
52 weeks
$m
39.6
413.0
452.6
49.6
27.4
127.3
204.3
96.2
96.2
3.4
3.4
5.3
32.9
376.3
409.2
57.4
27.8
130.7
215.9
99.2
99.2
1.4
1.4
(12.0)
Cost of goods sold
Cost of goods sold includes cost of inventories sold, incoming freight and related duties.
Restructuring, space exit costs and impairment of assets
The following individually significant items are included within restructuring, space exit costs and impairment of assets in the consolidated
income statement:
Restructuring, space exit costs and other asset impairments1
Income tax benefit
Restructuring, space exit costs and impairment of assets, net of tax
2023
52 weeks
$m
15.4
(4.7)
10.7
2022
52 weeks
$m
13.2
(2.0)
11.2
1. Restructuring, space exit costs and other asset impairments includes costs associated with store and distribution centre closures and space
hand backs, and other store and distribution centre based asset impairments.
Accounting policy
The expenses disclosed above are also disclosed in the following sections of the financial statements:
· Employee benefits expenses – refer to note C3
· Depreciation and amortisation expense – refer to note C1, C2 and C4
· Finance costs – refer to note D3 and E1
· Net foreign exchange gains – refer to note F2
Individually Significant Items
Certain items have been separately disclosed and presented as individually significant based on the nature and/or impact these items have
on the Group’s financial performance for the period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A3 Expenses
Profit before income tax includes the following specific expenses:
Employee benefits expenses
Defined contribution superannuation expense
Other employee benefits expenses
Depreciation, amortisation and write-off expense
Property, plant and equipment
Intangibles
Right-of-use assets
Finance costs
Rental expense relating to operating leases
Contingent rentals
Net foreign exchange losses/(gains)
Cost of goods sold
Interest and finance charges paid/payable for lease liabilities and financial liabilities
Cost of goods sold includes cost of inventories sold, incoming freight and related duties.
Restructuring, space exit costs and impairment of assets
income statement:
The following individually significant items are included within restructuring, space exit costs and impairment of assets in the consolidated
Restructuring, space exit costs and other asset impairments1
Income tax benefit
Restructuring, space exit costs and impairment of assets, net of tax
1. Restructuring, space exit costs and other asset impairments includes costs associated with store and distribution centre closures and space
hand backs, and other store and distribution centre based asset impairments.
Accounting policy
The expenses disclosed above are also disclosed in the following sections of the financial statements:
· Employee benefits expenses – refer to note C3
· Depreciation and amortisation expense – refer to note C1, C2 and C4
· Finance costs – refer to note D3 and E1
· Net foreign exchange gains – refer to note F2
Individually Significant Items
on the Group’s financial performance for the period.
Certain items have been separately disclosed and presented as individually significant based on the nature and/or impact these items have
52 weeks
52 weeks
2023
$m
39.6
413.0
452.6
49.6
27.4
127.3
204.3
96.2
96.2
3.4
3.4
5.3
2022
$m
32.9
376.3
409.2
57.4
27.8
130.7
215.9
99.2
99.2
1.4
1.4
(12.0)
2023
2022
52 weeks
52 weeks
$m
15.4
(4.7)
10.7
$m
13.2
(2.0)
11.2
1. Income tax includes an income tax benefit of $4.7 million (2022: $2.0 million) attributable to restructuring, space exit costs and other
impairment of assets recorded during the period. Refer to note A3 for more information.
63 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A4 Income Tax
(a) Income tax expense
(i) Income tax expense
Current tax
Deferred tax
Income tax expense1
Deferred income tax expense included in income tax expense comprises:
Increase in deferred tax assets
(ii) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
Tax at the Australian tax rate of 30% (2022: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Non-deductible asset impairments
Sundry items
Adjustments for current tax of prior periods
Income tax expense1
(b) Deferred tax assets
Deferred tax assets comprise temporary differences attributable to:
Employee benefits
Non-employee provisions and accruals
Amortising deductions
Property, plant, equipment and software
Leases
Trading stock
Total deferred tax assets
Set off of deferred tax liabilities/assets pursuant to set off provisions
Net deferred tax assets
Movement
Carrying amount at beginning of period
Credited/(charged) to income statement
Carrying amount at end of period
(c) Deferred tax liabilities
Deferred tax liabilities comprise temporary differences attributable to:
Brand names
Total deferred tax liabilities
Set off of deferred tax liabilities/assets pursuant to set off provisions
Net deferred tax liabilities
Movement
Carrying amount at beginning of period
Carrying amount at end of period
2023
52 weeks
$m
2022
52 weeks
$m
39.2
(10.3)
28.9
(10.3)
(10.3)
89.3
26.8
-
0.2
27.0
1.9
28.9
2023
$m
14.5
10.9
0.6
34.9
127.3
5.5
193.7
(71.8)
121.9
183.4
10.3
193.7
23.4
(0.3)
23.1
(0.3)
(0.3)
72.1
21.6
1.9
-
23.5
(0.4)
23.1
2022
$m
15.2
5.5
0.3
35.1
122.0
5.3
183.4
(71.8)
111.6
184.0
(0.6)
183.4
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F
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s
2023
$m
2022
$m
71.8
71.8
(71.8)
-
71.8
71.8
71.8
71.8
(71.8)
-
71.8
71.8
64 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A4 Income Tax (continued)
Accounting policy
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the national income tax
rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences and losses at the tax rates expected to apply when the assets are
recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to
the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exemption is made
for certain temporary differences if they arise in a transaction, other than a business combination, that at the time of the transaction did not
affect accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses, which is dependent on the
generation of future taxable profits. The assumptions regarding future taxable profits are subject to risk and uncertainty, hence there is a
possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised.
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.
Current and deferred tax balances attributable to amounts recognised in other comprehensive income or directly in equity are also
recognised directly in other comprehensive income or equity.
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.
A5 Earnings Per Share
(a) Basic earnings per share
Total basic earnings per share attributable to the ordinary equity holders of the Company
(b) Diluted earnings per share
Total diluted earnings per share attributable to the ordinary equity holders of the Company
(c) Reconciliation of earnings used in calculating earnings per share
Earnings used in calculation of basic and diluted EPS attributable to ordinary shareholders
(d) 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 - performance rights and options
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in
calculating diluted earnings per share
2023
cents
2022
cents
7.4
7.2
2023
$m
60.4
6.0
5.9
2022
$m
49.0
2023
Number
2022
Number
819,988,986 820,574,482
23,646,743 15,649,249
843,635,729 836,223,731
(e) Information concerning the classification of securities
Performance rights and options granted to employees under the Myer Long Term Incentive Plan, Transformation Incentive Plan and Short Term
Incentive Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to
the extent to which they are dilutive. The performance rights and options granted have not been included in the determination of basic
earnings per share. Details relating to performance rights and options are set out in note H4.
Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares decreases earnings per share or
increases loss per share.
Accounting policy
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of
ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period and excluding
treasury shares.
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 additional ordinary shares that would have been outstanding assuming the conversion of all
...dilutive potential ordinary shares.
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65 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
B. Working Capital
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the assets used to
generate the Group's trading performance during the period and liabilities incurred as a result, including the applicable accounting policies
applied and significant estimates and judgements made.
B1 Trade and Other Receivables and Prepayments
Trade receivables
Loss allowance
Other receivables
Prepayments
2023
$m
10.5
(0.4)
10.1
10.6
7.7
18.3
28.4
2022
$m
13.0
(0.1)
12.9
9.1
6.4
15.5
28.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
A4 Income Tax (continued)
Accounting policy
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the national income tax
rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences and losses at the tax rates expected to apply when the assets are
recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to
the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exemption is made
for certain temporary differences if they arise in a transaction, other than a business combination, that at the time of the transaction did not
affect accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses, which is dependent on the
generation of future taxable profits. The assumptions regarding future taxable profits are subject to risk and uncertainty, hence there is a
possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised.
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.
Current and deferred tax balances attributable to amounts recognised in other comprehensive income or directly in equity are also
recognised directly in other comprehensive income or equity.
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.
A5 Earnings Per Share
(a) Basic earnings per share
(b) Diluted earnings per share
Total basic earnings per share attributable to the ordinary equity holders of the Company
Total diluted earnings per share attributable to the ordinary equity holders of the Company
(c) Reconciliation of earnings used in calculating earnings per share
Earnings used in calculation of basic and diluted EPS attributable to ordinary shareholders
2023
cents
2022
cents
7.4
7.2
2023
$m
60.4
6.0
5.9
2022
$m
49.0
2022
2023
Number
Number
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per
819,988,986 820,574,482
share
Adjustments for calculation of diluted earnings per share - performance rights and options
23,646,743 15,649,249
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in
843,635,729 836,223,731
calculating diluted earnings per share
(e) Information concerning the classification of securities
Performance rights and options granted to employees under the Myer Long Term Incentive Plan, Transformation Incentive Plan and Short Term
Incentive Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to
the extent to which they are dilutive. The performance rights and options granted have not been included in the determination of basic
earnings per share. Details relating to performance rights and options are set out in note H4.
Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares decreases earnings per share or
increases loss per share.
Accounting policy
Basic earnings per share
treasury shares.
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 additional ordinary shares that would have been outstanding assuming the conversion of all
...dilutive potential ordinary shares.
Fair value and risk exposure
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to
credit risk at the end of the reporting period is the carrying amount of each class of receivables mentioned above. Information about the
Group's exposure to credit risk, foreign currency risk and interest rate risk in relation to trade and other receivables and the Group's financial risk
management policy is provided in note E1.
Accounting policy
Trade receivables are non-interest bearing and are recognised initially at fair value, and subsequently at amortised cost using the effective
interest rate method, less expected loss allowance. Cash flows relating to short-term receivables are not discounted if the effect of discounting
is immaterial.
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade and
other receivables based on all possible default events over the expected life of the receivable. The amount of the impairment loss is
recognised as an expense in the consolidated income statement. Subsequent recoveries of amounts previously written off are credited against
expenses in the consolidated income statement.
B2 Inventories
Retail inventories
2023
$m
371.3
2022
$m
371.4
Provision for write-down of inventories to net realisable value amounted to $9.3 million (2022: $7.7 million) at 29 July 2023.
Accounting policy
Inventories are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost method, after
deducting any purchase settlement discount and including logistics expenses incurred in bringing the inventories to their present location and
condition.
Volume-related supplier rebates and supplier promotional rebates are recognised as a reduction in the cost of inventory and are recorded as
a reduction of cost of goods sold when the inventory is sold.
Critical accounting estimates and judgements - recoverable amount of inventory
Management has assessed the value of inventory that is likely to be sold below cost using past experience and judgement on the likely sell
through rates of various items of inventory, and booked a provision for this amount. To the extent that these judgements and assumptions
prove incorrect, the Group may be exposed to potential additional inventory write-downs in future periods.
B3 Trade and Other Payable
Trade payables
Other payables
Trade and other payables are non-interest bearing.
2023
$m
188.0
213.7
401.7
2022
$m
195.1
234.2
429.3
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Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of
ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period and excluding
Accounting policy
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which are unpaid. The
amounts are unsecured and are usually paid within 30 to 90 days of recognition. Trade and other payables are presented as current liabilities
unless payment is not due within 12 months from the reporting date.
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66 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C. Capital Employed
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the capital
investment made that allows the Group to generate its trading performance during the period and liabilities incurred as a result, including the
applicable accounting policies applied and significant estimates and judgements made.
C1 Property, Plant and Equipment
At 31 July 2021
Cost
Accumulated depreciation and
impairment
Net book amount
Period ended 30 July 2022
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated
depreciation
Impairment1
Depreciation charge
Exchange differences
Carrying amount at end of period
At 30 July 2022
Cost
Accumulated depreciation and
impairment
Net book amount
Period ended 29 July 2023
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated
depreciation
Impairment1
Depreciation charge
Carrying amount at end of period
At 29 July 2023
Cost
Accumulated depreciation and
impairment
Net book amount
Freehold
land
$m
Freehold
buildings
$m
Fixtures and
fittings
$m
Plant and
equipment
$m
Capital works in
progress
$m
9.6
-
9.6
9.6
-
-
-
-
-
-
-
9.6
9.6
-
9.6
9.6
-
-
-
-
-
-
9.6
9.6
-
9.6
19.5
(7.4)
12.1
12.1
-
-
-
-
-
(0.5)
-
11.6
19.5
(7.9)
11.6
11.6
-
-
-
-
-
(0.5)
11.1
19.5
(8.4)
11.1
523.0
(423.1)
487.6
(307.5)
99.9
99.9
9.8
7.9
(24.0)
22.5
(0.7)
(31.5)
0.1
84.0
516.8
(432.8)
84.0
84.0
16.1
6.7
(8.9)
8.9
(0.6)
(27.3)
78.9
530.7
(451.8)
180.1
180.1
15.7
4.1
(37.2)
35.7
(2.5)
(24.6)
-
171.3
470.2
(298.9)
171.3
171.3
29.6
8.8
(7.0)
6.6
(1.8)
(21.8)
185.7
501.6
(315.9)
78.9
185.7
16.8
-
16.8
16.8
30.8
(19.1)
-
-
-
-
-
28.5
28.5
-
28.5
28.5
26.8
(18.9)
-
-
-
-
36.4
36.4
-
36.4
Total
$m
1,056.5
(738.0)
318.5
318.5
56.3
(7.1)
(61.2)
58.2
(3.2)
(56.6)
0.1
305.0
1,044.6
(739.6)
305.0
305.0
72.5
(3.4)
(15.9)
15.5
(2.4)
(49.6)
321.7
1,097.8
(776.1)
321.7
1. Impairment relates to assets associated with space handbacks and store and distribution centre closures. Refer to note A3 for more
information.
Accounting policy
Property, plant and equipment is stated at cost less depreciation. Cost includes expenditure that is directly attributable to the acquisition of the
items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property,
plant and equipment.
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. All other repairs
and maintenance are charged to profit or loss during the financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the cost net of their residual
values, over their estimated useful lives, as follows:
· Buildings: 40 years (2022: 40 years)
· Fixtures and fittings: 3 - 12.5 years (2022: 3 - 12.5 years)
· Plant and equipment, including leasehold improvements: 10 - 20 years (2022: 10 - 20 years)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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 (refer to note C2).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
67 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C. Capital Employed
C2 Intangible Assets
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the capital
investment made that allows the Group to generate its trading performance during the period and liabilities incurred as a result, including the
applicable accounting policies applied and significant estimates and judgements made.
At 31 July 2021
Cost
Accumulated amortisation and impairment
Net book amount
Period ended 30 July 2022
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated amortisation
Amortisation charge(1)
Carrying amount at end of period
At 30 July 2022
Cost
Accumulated amortisation and impairment
Net book amount
Period ended 29 July 2023
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated amortisation
Amortisation charge(1)
Carrying amount at end of period
At 29 July 2023
Cost
Accumulated amortisation and impairment
Net book amount
Goodwill
$m
492.1
(492.1)
-
-
-
-
-
-
-
-
492.1
(492.1)
-
-
-
-
-
-
-
-
492.1
(492.1)
-
Brand names
and trademarks
$m
437.3
(197.1)
240.2
240.2
-
-
-
-
-
240.2
437.3
(197.1)
240.2
240.2
-
-
-
-
-
240.2
437.3
(197.1)
240.2
Software
$m
355.0
(290.8)
64.2
64.2
22.0
7.1
(3.2)
3.0
(28.0)
65.1
380.9
(315.8)
65.1
65.1
23.9
3.4
(0.2)
0.2
(27.4)
65.0
408.0
(343.0)
65.0
Lease
rights
$m
18.3
(18.3)
-
-
-
-
-
-
-
-
Total
$m
1,302.7
(998.3)
304.4
304.4
22.0
7.1
(3.2)
3.0
(28.0)
305.3
18.3
(18.3)
-
1,328.6
(1,023.3)
305.3
-
-
-
-
-
-
-
305.3
23.9
3.4
(0.2)
0.2
(27.4)
305.2
18.3
(18.3)
-
1,355.7
(1,050.5)
305.2
1. Amortisation of $27.4 million (2022: $28.0 million) is included in administration and selling expenses in the consolidated income statement.
Impairment of non-financial assets
AASB 136 Impairment of Assets requires goodwill and intangible assets with an indefinite useful life to be assessed at the end of each reporting
period where there is any indication that an asset may be impaired. A review of indicators of impairment using both external and internal
sources of information has been undertaken.
The brand names arising on the acquisition of the Myer business amounting to $232.8 million (2022: $232.8 million) cannot be allocated to the
Group’s individual cash generating units (CGUs) (the Group’s stores), and hence has been allocated to the Myer CGU, which is the business as
a whole. The remaining brand name intangible asset with an indefinite useful life has been allocated to the Marcs David Lawrence business
totalling $7.4 million (2022: $7.4 million).
AASB 136 Impairment of Assets requires goodwill and intangible assets with an indefinite useful life to be tested annually for impairment. As a
result during the period, the recoverable amount of the assets relating to this CGU have been assessed using a value-in-use discounted cash
flow model. This model uses cash flow projections based on financial forecasts approved by management covering a five-year period. Cash
flows beyond five-year periods are extrapolated using a terminal growth rate.
Key assumption
Weighted average discount rate (pre-
tax)
2023
12.6%
2022
Approach used to determine value
11.9%
The pre-tax discount rate is sourced from observable market
information and is risk-adjusted relative to the risks associated with
the net pre-tax cash flows being achieved.
Terminal growth rate
1.7%
1.7%
Average EBITDA margin
11.4%
11.9%
This is the weighted average growth rate used to extrapolate cash
flows beyond the five-year forecast period.
Average annual EBITDA margin over the five-year forecast period,
applied to sales forecast consistent with external market forecasts.
The average annual EBITDA margin is based on external sources of
information, past performance and management’s expectations.
This assumption incorporates anticipated market conditions, sales
channel performance, and management’s expectations of future
cost saving initiatives.
Freehold
land
$m
Freehold
buildings
$m
Fixtures and
Plant and
Capital works in
equipment
$m
progress
$m
fittings
$m
523.0
(423.1)
99.9
99.9
9.8
7.9
(24.0)
22.5
(0.7)
(31.5)
0.1
84.0
516.8
(432.8)
84.0
84.0
16.1
6.7
(8.9)
8.9
(0.6)
(27.3)
78.9
530.7
(451.8)
487.6
(307.5)
180.1
180.1
15.7
4.1
(37.2)
35.7
(2.5)
(24.6)
-
171.3
470.2
(298.9)
171.3
171.3
29.6
8.8
(7.0)
6.6
(1.8)
(21.8)
185.7
501.6
(315.9)
9.6
-
9.6
9.6
-
-
-
-
-
-
-
-
-
-
-
-
-
9.6
9.6
-
9.6
9.6
9.6
9.6
-
9.6
19.5
(7.4)
12.1
12.1
(0.5)
11.6
19.5
(7.9)
11.6
11.6
-
-
-
-
-
-
-
-
-
-
-
(0.5)
11.1
19.5
(8.4)
11.1
Total
$m
1,056.5
(738.0)
318.5
318.5
56.3
(7.1)
(61.2)
58.2
(3.2)
(56.6)
0.1
305.0
1,044.6
(739.6)
305.0
305.0
72.5
(3.4)
(15.9)
15.5
(2.4)
(49.6)
321.7
1,097.8
(776.1)
321.7
16.8
-
16.8
16.8
30.8
(19.1)
28.5
28.5
28.5
28.5
26.8
(18.9)
-
-
-
-
-
-
-
-
-
-
36.4
36.4
-
36.4
C1 Property, Plant and Equipment
At 31 July 2021
Cost
Accumulated depreciation and
impairment
Net book amount
Period ended 30 July 2022
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated
depreciation
Impairment1
Depreciation charge
Exchange differences
Carrying amount at end of period
At 30 July 2022
Cost
Accumulated depreciation and
impairment
Net book amount
Period ended 29 July 2023
Carrying amount at beginning of period
Additions
Transfer between classes
Assets written off – cost
Assets written off – accumulated
depreciation
Impairment1
Depreciation charge
Carrying amount at end of period
Accumulated depreciation and
At 29 July 2023
Cost
impairment
Net book amount
information.
Accounting policy
plant and equipment.
1. Impairment relates to assets associated with space handbacks and store and distribution centre closures. Refer to note A3 for more
78.9
185.7
Property, plant and equipment is stated at cost less depreciation. Cost includes expenditure that is directly attributable to the acquisition of the
items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property,
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. All other repairs
and maintenance are charged to profit or loss during the financial period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the cost net of their residual
values, over their estimated useful lives, as follows:
· Buildings: 40 years (2022: 40 years)
· Fixtures and fittings: 3 - 12.5 years (2022: 3 - 12.5 years)
· Plant and equipment, including leasehold improvements: 10 - 20 years (2022: 10 - 20 years)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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 (refer to note C2).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
Y
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68 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C2 Intangible Assets (continued)
Impairment of non-financial assets (continued)
The headroom approximates 35% of the CGU's net carrying value. The recoverable amount is based on approved cash flow projections,
however the projections can be influenced by market and macro economic conditions.
The recoverable amount is highly sensitive to changes in the average EBITDA margin assumption. For the recoverable amount to approximate
the carrying value, a 180 basis points decrease in the average EBITDA margin would need to occur. Any reasonable possible change in other
key assumptions would not result in an impairment.
During the period, a review of the carrying value for each Myer store was undertaken and no indicators of impairment were identified.
Accounting policy
(i) 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 they might be impaired. Other non-current assets are reviewed for impairment
whenever events or changes in circumstances indicate 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 group of assets (cash generating
units). For store assets, the appropriate cash generating unit is an individual store. Non-financial assets other than goodwill that have previously
suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(ii) Goodwill
Goodwill is measured as the excess of the consideration transferred and any non-controlling interest in an acquiree over the fair value of the
net identifiable assets acquired. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested
for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
sold.
(iii) Brand names and trademarks
The useful life of brands are assessed on acquisition. The brands which are not considered to have foreseeable brand maturity dates have
been assessed as having indefinite useful lives as there is a view that there is no foreseeable limit to the period over which key brands are
expected to generate net cash inflows for the entity. These brands are therefore not amortised. Instead, these brand names are tested for
impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost
less accumulated impairment losses.
(iv) Computer software
All costs directly incurred in the purchase or development of major computer software or subsequent upgrades and material enhancements
are capitalised as intangible assets where the Group has control and obtains all the future economic benefit from the underlying asset. Direct
costs may include internal payroll and on-costs for employees directly associated with the project. Costs incurred on computer software
maintenance or during the planning phase are expensed as incurred. Costs paid to the suppliers for Software-as-a-Service arrangements to
significantly customise cloud-based software for the Group are recorded as a prepayment for services and amortised over the expected
renewable term of the arrangement. Computer software is amortised over the period of time during which the benefits are expected to arise,
initially being up to 10 years. The assets' residual values and useful lives are reviewed annually and adjusted if appropriate, which may result in
a useful life outside of this period.
(v) Lease rights
Lease rights represent the amount paid upfront to take over store site leases from the existing lessee where such payments are in addition to
the ongoing payment of normal market lease rentals. Lease rights are amortised over the term of the lease plus any renewal options
reasonably certain to be utilised at the time of acquisition of the lease rights.
Critical accounting estimates and judgements - impairment
Goodwill and intangible assets that have an indefinite life are tested annually for impairment, or more frequently if there are indicators of
impairment, in accordance with the accounting policy noted above. Goodwill and certain intangibles are tested for impairment at the level
of the Group as a whole, using value-in-use calculations, which requires an estimation of the recoverable amount.
C3 Provisions
Current
Employee benefits
Restructuring1
Workers' compensation2
Other3
Non-current
Employee benefits
Other3
2023
$m
47.5
13.2
10.6
2.1
73.4
3.6
1.3
4.9
2022
$m
49.0
7.2
9.0
2.5
67.7
3.2
1.2
4.4
1. Restructuring - the restructuring provision relates to the costs associated with store and distribution centre closures and space hand backs
committed but not yet paid. Refer to note A3 for more information.
2. Workers' compensation - the amount represents a provision for workers' compensation claims in certain states, for which the Group is self-
insured.
3. Other - the amount includes the provision for make good associated with leased premises and other provisions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C2 Intangible Assets (continued)
Impairment of non-financial assets (continued)
The headroom approximates 35% of the CGU's net carrying value. The recoverable amount is based on approved cash flow projections,
however the projections can be influenced by market and macro economic conditions.
The recoverable amount is highly sensitive to changes in the average EBITDA margin assumption. For the recoverable amount to approximate
the carrying value, a 180 basis points decrease in the average EBITDA margin would need to occur. Any reasonable possible change in other
key assumptions would not result in an impairment.
During the period, a review of the carrying value for each Myer store was undertaken and no indicators of impairment were identified.
Accounting policy
(i) 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 they might be impaired. Other non-current assets are reviewed for impairment
whenever events or changes in circumstances indicate 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 group of assets (cash generating
units). For store assets, the appropriate cash generating unit is an individual store. Non-financial assets other than goodwill that have previously
suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(ii) Goodwill
sold.
Goodwill is measured as the excess of the consideration transferred and any non-controlling interest in an acquiree over the fair value of the
net identifiable assets acquired. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested
for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
(iii) Brand names and trademarks
The useful life of brands are assessed on acquisition. The brands which are not considered to have foreseeable brand maturity dates have
been assessed as having indefinite useful lives as there is a view that there is no foreseeable limit to the period over which key brands are
expected to generate net cash inflows for the entity. These brands are therefore not amortised. Instead, these brand names are tested for
impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost
All costs directly incurred in the purchase or development of major computer software or subsequent upgrades and material enhancements
are capitalised as intangible assets where the Group has control and obtains all the future economic benefit from the underlying asset. Direct
costs may include internal payroll and on-costs for employees directly associated with the project. Costs incurred on computer software
maintenance or during the planning phase are expensed as incurred. Costs paid to the suppliers for Software-as-a-Service arrangements to
significantly customise cloud-based software for the Group are recorded as a prepayment for services and amortised over the expected
renewable term of the arrangement. Computer software is amortised over the period of time during which the benefits are expected to arise,
initially being up to 10 years. The assets' residual values and useful lives are reviewed annually and adjusted if appropriate, which may result in
less accumulated impairment losses.
(iv) Computer software
a useful life outside of this period.
(v) Lease rights
Lease rights represent the amount paid upfront to take over store site leases from the existing lessee where such payments are in addition to
the ongoing payment of normal market lease rentals. Lease rights are amortised over the term of the lease plus any renewal options
reasonably certain to be utilised at the time of acquisition of the lease rights.
Critical accounting estimates and judgements - impairment
Goodwill and intangible assets that have an indefinite life are tested annually for impairment, or more frequently if there are indicators of
impairment, in accordance with the accounting policy noted above. Goodwill and certain intangibles are tested for impairment at the level
of the Group as a whole, using value-in-use calculations, which requires an estimation of the recoverable amount.
C3 Provisions
Current
Employee benefits
Restructuring1
Workers' compensation2
Other3
Non-current
Employee benefits
Other3
insured.
1. Restructuring - the restructuring provision relates to the costs associated with store and distribution centre closures and space hand backs
committed but not yet paid. Refer to note A3 for more information.
2. Workers' compensation - the amount represents a provision for workers' compensation claims in certain states, for which the Group is self-
3. Other - the amount includes the provision for make good associated with leased premises and other provisions.
2023
$m
47.5
13.2
10.6
2.1
73.4
3.6
1.3
4.9
2022
$m
49.0
7.2
9.0
2.5
67.7
3.2
1.2
4.4
69 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C3 Provisions (continued)
Movement in provisions
Movement in each class of provision during the financial period, other than employee benefits, are set out below:
2023
Carrying amount at beginning of period
Additional provisions recognised
Amounts utilised
Carrying amount at end of period
Workers'
compensation
$m
Restructuring
$m
9.0
2.4
(0.8)
10.6
7.2
13.0
(7.0)
13.2
Other1
$m
3.7
11.7
(12.0)
3.4
Total
$m
19.9
27.1
(19.8)
27.2
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1. The movement in the additional provisions recognised and amounts utilised relate to other provisions.
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes accrued annual leave and long service leave. For long service leave it covers all
unconditional entitlements where employees have completed the required period of service. The entire annual leave amount and current
portion of the long service leave provision is presented as current since the Group does not have an unconditional right to defer settlement for
any of these obligations. However, based on past experience, the Group does not expect all employees to take the full amount of accrued
long service leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid
within the next 12 months.
Current long service leave obligations expected to be settled after 12 months
2023
$m
18.2
2022
$m
18.3
Accounting policy
Provisions
Provisions 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.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the
class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same
class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at
the end of the reporting period. 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 Group is self-insured for costs relating to workers’ compensation and general liability claims in certain states. Provisions are recognised
based on claims reported, and an estimate of claims incurred but not yet reported, prior to balance date. These provisions are determined
utilising an actuarially determined method, which is based on various assumptions including but not limited to future inflation, average claim
size and claim administrative expenses. These assumptions are reviewed annually and any reassessment of these assumptions will affect the
workers’ compensation expense.
Employee benefits
(i) 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 when the liabilities are settled. The liability for annual leave is recognised in the
provision for employee benefits. All other short-term employee benefit obligations are presented as payables.
(ii) Other long-term employee benefit obligations
The liability for long service 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 provision for employee benefits 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 end of the reporting period on corporate bonds with terms to maturity
and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for
at least 12 months after the reporting date, regardless of when the actual settlement is expected to occur.
(iii) Profit sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit sharing based on a formula that takes into consideration the profit
attributable to the Group’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where
there is a past practice that has created a constructive obligation.
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s
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a
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70 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C3 Provisions (continued)
Accounting policy (continued)
(iv) 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 the end
of the reporting period are discounted to present value.
Critical accounting estimates and judgements - restructuring provision
Restructuring provision recognised include the Group’s best estimate of costs expected to be payable as a result of store and distribution
centre exits and restructuring. To the extent the estimates prove incorrect, the Group may be exposed to potential additional costs in future
periods or a reversal of the provision if costs are less than estimated.
C4 Leases
The Group has lease agreements for properties and various items of equipment used in its operations. The carrying amounts of the right-of-use
assets and movements during the period are set out below:
At 31 July 2021
Additions, modifications and other reassessments
Depreciation
At 30 July 2022
At 30 July 2022
Additions, modifications and other reassessments
Depreciation
At 29 July 2023
Property leases
$m
1,224.1
90.4
(136.7)
1,177.8
1,177.8
55.0
(133.4)
1,099.4
The carrying amounts of the lease liabilities and movements during the period are set out below:
At 31 July 2021
Additions, modifications and other reassessments
Cash payments
Interest expense
At 30 July 2022
Current
Non-current
At 30 July 2022
Additions, modifications and other reassessments
Cash payments
Interest expense
At 29 July 2023
Current
Non-current
Property leases
$m
1,735.5
103.3
(227.4)
87.8
1,699.2
144.2
1,555.0
1,699.2
86.4
(227.3)
84.6
1,642.9
153.9
1,489.0
The following amounts have been recognised in the consolidated income statement during the period:
Depreciation of right-of-use assets1
Interest expense on lease liabilities1
Short-term leases expense2
Variable lease payments3
Equipment
leases
$m
-
-
-
-
-
2.2
(0.2)
2.0
Equipment
leases
$m
-
-
-
-
-
-
-
-
2.1
(0.2)
0.1
2.0
0.4
1.6
Total
$m
1,224.1
90.4
(136.7)
1,177.8
1,177.8
57.2
(133.6)
1,101.4
Total
$m
1,735.5
103.3
(227.4)
87.8
1,699.2
144.2
1,555.0
1,699.2
88.5
(227.5)
84.7
1,644.9
154.3
1,490.6
2023
52 weeks
$m
127.3
83.6
0.6
3.2
214.7
2022
52 weeks
$m
130.7
86.4
0.5
0.3
217.9
1. The depreciation and interest expense associated with certain leases is recognised in cost of sales in the consolidated income statement.
2. Short-term leases expense are included in selling and administration expenses in the consolidated income statement.
3. Some property leases contain variable payment terms that are linked to sales generated from a store and are recognised in selling expenses
in the consolidated income statement in the period in which the condition that triggers those payments occurs.
COVID-19 related rent concessions
The Group adopted the practical expedient for rent concessions and elected not to account for changes to lease payments negotiated as a
consequence of COVID-19 as a lease modification. During the period, no rent concessions (2022: $14.9 million) were recognised as a reduction
in selling and administration expenses in the consolidated income statement. Rent concessions were reflected as an adjustment to the
carrying amount of the lease liabilities in additions, modifications and other reassessments in the movement table above.
71 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C4 Leases (continued)
Accounting policy
The Group leases various retail stores, distribution centres and offices. Rental contracts are typically made for fixed periods but may have
extension options.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date,
plus any initial direct costs incurred and any estimated restoration costs, less any lease incentives received. The right-of-use asset is
subsequently depreciated on a straight-line basis from the commencement date to the end of the lease term. The right-of-use asset can be
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is measured at the present value of the lease payments that are not paid at the commencement date, discounted using the
Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise of fixed payments and
variable payments that are based on an index or rate.
Some property leases contain variable payment terms that are linked to sales generated from a store. Variable lease payments that depend
on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs.
Payments associated with short-term leases and leases of low-value assets, such as IT equipment, are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Critical accounting estimate - Determining the lease term
Extension options are included in a number of leases across the Group. In determining the lease term, the Group considers all facts and
circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the
lease is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a significant change
in circumstances occurs, which affects this assessment, and is within the control of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
C3 Provisions (continued)
Accounting policy (continued)
(iv) 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 the end
of the reporting period are discounted to present value.
Critical accounting estimates and judgements - restructuring provision
Restructuring provision recognised include the Group’s best estimate of costs expected to be payable as a result of store and distribution
centre exits and restructuring. To the extent the estimates prove incorrect, the Group may be exposed to potential additional costs in future
periods or a reversal of the provision if costs are less than estimated.
The Group has lease agreements for properties and various items of equipment used in its operations. The carrying amounts of the right-of-use
assets and movements during the period are set out below:
Additions, modifications and other reassessments
Additions, modifications and other reassessments
The carrying amounts of the lease liabilities and movements during the period are set out below:
Property leases
Additions, modifications and other reassessments
C4 Leases
At 31 July 2021
Depreciation
At 30 July 2022
At 30 July 2022
Depreciation
At 29 July 2023
At 31 July 2021
Cash payments
Interest expense
At 30 July 2022
Current
Non-current
At 30 July 2022
Cash payments
Interest expense
At 29 July 2023
Current
Non-current
Additions, modifications and other reassessments
Depreciation of right-of-use assets1
Interest expense on lease liabilities1
Short-term leases expense2
Variable lease payments3
Property leases
Equipment
leases
$m
$m
1,224.1
90.4
(136.7)
1,177.8
1,177.8
55.0
(133.4)
1,099.4
$m
1,735.5
103.3
(227.4)
87.8
1,699.2
144.2
1,555.0
1,699.2
86.4
(227.3)
84.6
1,642.9
153.9
1,489.0
2.2
(0.2)
2.0
Equipment
leases
$m
-
-
-
-
-
-
-
-
-
-
-
-
(0.2)
-
2.1
0.1
2.0
0.4
1.6
2023
$m
127.3
83.6
0.6
3.2
214.7
Total
$m
1,224.1
90.4
(136.7)
1,177.8
1,177.8
57.2
(133.6)
1,101.4
Total
$m
1,735.5
103.3
(227.4)
87.8
1,699.2
144.2
1,555.0
1,699.2
88.5
(227.5)
84.7
1,644.9
154.3
1,490.6
$m
130.7
86.4
0.5
0.3
217.9
The following amounts have been recognised in the consolidated income statement during the period:
52 weeks
2022
52 weeks
1. The depreciation and interest expense associated with certain leases is recognised in cost of sales in the consolidated income statement.
2. Short-term leases expense are included in selling and administration expenses in the consolidated income statement.
3. Some property leases contain variable payment terms that are linked to sales generated from a store and are recognised in selling expenses
in the consolidated income statement in the period in which the condition that triggers those payments occurs.
COVID-19 related rent concessions
The Group adopted the practical expedient for rent concessions and elected not to account for changes to lease payments negotiated as a
consequence of COVID-19 as a lease modification. During the period, no rent concessions (2022: $14.9 million) were recognised as a reduction
in selling and administration expenses in the consolidated income statement. Rent concessions were reflected as an adjustment to the
carrying amount of the lease liabilities in additions, modifications and other reassessments in the movement table above.
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72 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
D. Net Debt
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the net debt position
and structure of the Group's borrowings for the period, which are key to financing the Group's activities both now and for the future.
The net debt/(cash) of the Group as at 29 July 2023 and 30 July 2022 is as follows:
Borrowings
Less: cash and cash equivalents
Net cash at end of period (excluding lease liabilities)
Plus: lease liabilities
Net debt at end of period
The movement in net cash excluding lease liabilities is as follows:
Opening balance
Net decrease/(increase) in cash and cash equivalents
Repayment of borrowings, including transaction costs
Proceeds from borrowings, net of transaction costs
Other non-cash movements
Closing balance
D1 Cash and Cash Equivalents
Cash on hand
Cash at bank
2023
$m
60.1
(179.7)
(119.6)
1,644.9
1,525.3
(185.9)
64.2
-
-
2.1
(119.6)
2023
$m
2.1
177.6
179.7
2022
$m
58.0
(243.9)
(185.9)
1,699.2
1,513.3
(111.8)
(65.3)
(70.0)
56.6
4.6
(185.9)
2022
$m
2.1
241.8
243.9
Accounting policy
For the purpose of presentation in the statement of cash flows, 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, and bank overdrafts.
D2 Reconciliation of Cash Flows from Operating Activities
Profit for the period
Depreciation, amortisation and impairment
Interest income
Finance costs
Share-based payments expense
Net exchange differences
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables and prepayments
(Increase)/decrease in inventories
(Increase)/decrease in deferred tax assets
Decrease/(increase) in derivative financial instruments
(Decrease)/increase in trade and other payables
(Decrease)/increase in current tax payable
Increase/(decrease) in provisions
Increase/(decrease) in other liabilities
Net cash inflow from operating activities
2023
52 weeks
2022
52 weeks
$m
60.4
213.2
(4.7)
2.1
4.3
(0.9)
-
(2.7)
(11.6)
2.8
(17.4)
(14.0)
6.2
-
237.7
$m
49.0
207.2
(0.3)
4.6
3.9
0.9
(10.0)
(61.6)
(0.5)
(6.2)
78.0
7.4
2.8
(0.1)
275.1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the net debt position
and structure of the Group's borrowings for the period, which are key to financing the Group's activities both now and for the future.
The net debt/(cash) of the Group as at 29 July 2023 and 30 July 2022 is as follows:
D. Net Debt
D3 Borrowings
73 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
Borrowings
Less: cash and cash equivalents
Net cash at end of period (excluding lease liabilities)
Plus: lease liabilities
Net debt at end of period
The movement in net cash excluding lease liabilities is as follows:
Opening balance
Net decrease/(increase) in cash and cash equivalents
Repayment of borrowings, including transaction costs
Proceeds from borrowings, net of transaction costs
Other non-cash movements
Closing balance
D1 Cash and Cash Equivalents
Cash on hand
Cash at bank
Accounting policy
D2 Reconciliation of Cash Flows from Operating Activities
Profit for the period
Depreciation, amortisation and impairment
Interest income
Finance costs
Share-based payments expense
Net exchange differences
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables and prepayments
(Increase)/decrease in inventories
(Increase)/decrease in deferred tax assets
Decrease/(increase) in derivative financial instruments
(Decrease)/increase in trade and other payables
(Decrease)/increase in current tax payable
Increase/(decrease) in provisions
Increase/(decrease) in other liabilities
Net cash inflow from operating activities
(a) Structure of debt
The debt funding of the Group at 29 July 2023 is an Asset Based Loan (ABL) syndicated facility, which contains a term loan tranche and a
revolving credit tranche. The maximum facility size is $215 million and availability fluctuates in line with a borrowing base of nominated assets,
including specified inventory and intangibles, less allowances and certain liabilities. This facility was established on 28 November 2021 and the
Term Loan was drawn down on 3 December 2021. As at 29 July 2023, the following amounts were drawn:
Non-current
Bank loans
Less: transaction costs
Borrowings
29 July
2023
$m
65.0
(4.9)
60.1
30 July
2022
$m
65.0
(7.0)
58.0
The terms and conditions of the Group's syndicated facility is as follows:
Term loan - Tranche A1
Revolving Credit - Tranche B2
Total syndicated facility
Amount3,4
$65 million
$150 million
$215 million
Term
4 years
4 years
Expiry date
3 December 2025
3 December 2025
1. Tranche A is a non-amortising term loan and is required to be fully drawn during the term.
2. Tranche B is a revolving credit and may be redrawn during the term.
3. The syndicated facility available at 29 July 2023 was $132.3 million, at which time the Company also had $179.7 million cash on hand. Refer
….to note E1(c) for more information.
4. Subsequent to the end of the financial period, the available syndicated facility increased to $201.7 million in line with the seasonal and
….fluctuating nature of the ABL facility.
(b) Security
The ABL facility is secured, subject to various representations, undertakings, events of default and review events.
(c) Fair value
The fair value of existing borrowings approximates their carrying amount, as the impact of discounting is not significant.
(d) Risk exposures
Details of the Group's exposure to risks arising from borrowings are set out in note E1.
2023
2022
52 weeks
52 weeks
(e) Debt covenants
Under the terms of the ABL facility, the Group is not required to comply with any financial covenant unless it utilises more than 90% of the
available facility. The Group did not utilise more than 90% of the available borrowing base at any time in the period ended 29 July 2023, and
therefore testing of compliance with the financial covenant was not required.
Accounting policy
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the
borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan
to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs.
To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment
for liquidity services and amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
Borrowing costs
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and
prepare the asset for its intended use or sale. Other borrowing costs are expensed.
2023
$m
60.1
(179.7)
(119.6)
1,644.9
1,525.3
(185.9)
64.2
-
-
2.1
(119.6)
2023
$m
2.1
177.6
179.7
$m
60.4
213.2
(4.7)
2.1
4.3
(0.9)
-
(2.7)
(11.6)
2.8
(17.4)
(14.0)
6.2
-
237.7
2022
$m
58.0
(243.9)
(185.9)
1,699.2
1,513.3
(111.8)
(65.3)
(70.0)
56.6
4.6
(185.9)
2022
$m
2.1
241.8
243.9
$m
49.0
207.2
(0.3)
4.6
3.9
0.9
(10.0)
(61.6)
(0.5)
(6.2)
78.0
7.4
2.8
(0.1)
275.1
For the purpose of presentation in the statement of cash flows, 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, and bank overdrafts.
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74 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E. Risk Management
This section provides information relating to the Group's exposure to various financial risks, how they could affect the Group's financial position
and performance and how these risks are managed.
E1 Financial Risk Management
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange and interest rate risk), credit risk and liquidity
risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts
and interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes and are not used as trading or
other speculative instruments.
The Group’s financial risk management is predominantly controlled by the centralised Group Treasury function under the Group’s financial risk
management policies approved by the Board of Directors. The Group Treasury function is responsible for the identification and management
of financial risks, with the co-operation of other Group functions. The Board provides principles for overall risk management, as well as policies
covering specific areas such as foreign exchange risk, interest rate risk, and use of financial instruments and non-derivative financial
instruments.
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and
the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged floating rate borrowings and
inventory at a fixed foreign currency rate for the hedged purchases.
Financial Instruments
The Group holds the following financial instruments, classified under the categories in the table below:
At 29 July 2023
Financial assets
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments
Total financial assets
Financial liabilities
Trade and other financial payables1
Borrowings
Lease liabilities
Derivative financial instruments
Total financial liabilities
At 30 July 2022
Financial assets
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments
Total financial assets
Financial liabilities
Trade and other financial payables1
Borrowings
Lease liabilities
Derivative financial instruments
Total financial liabilities
Notes
Total
$m
Amortised cost
$m
Fair value
through OCI
$m
D1
B1
E1
B3
D3
C4
E1
D1
B1
E1
B3
D3
C4
E1
179.7
20.7
6.4
206.8
305.0
60.1
1,644.9
1.4
2,011.4
243.9
22.0
5.6
271.5
329.4
58.0
1,699.2
0.7
2,087.3
179.7
20.7
-
200.4
305.0
60.1
1,644.9
-
2,010.0
243.9
22.0
-
265.9
329.4
58.0
1,699.2
-
2,086.6
-
-
6.4
6.4
-
-
-
1.4
1.4
-
-
5.6
5.6
-
-
-
0.7
0.7
1. Trade and other financial payables comprise trade payables, other financial payables and accruals.
(a) Market risk
(i) Foreign exchange risk
The Group is exposed to foreign exchange risk when there is mismatch between the currencies in which future commercial transactions and
assets and liabilities recognised are denominated, and the respective functional currency of the Group companies.
The focus of the Group’s foreign exchange risk management activities is on the transaction exposures that arise on the sourcing and
purchasing of inventory, with these transactions primarily denominated in United States Dollar (USD). This risk is hedged with the objective of
minimising the volatility of the Australian Dollar (AUD) cost of forecast inventory purchases.
The Group’s financial risk management policy is to hedge forecast USD cash flows for inventory purchases, up to 18 months in advance. The
amount of hedging required is dependent on the timing of the settlement of the forecast inventory purchases, with a higher percentage
required to be hedged for inventory purchases with an earlier settlement.
75 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(a) Market risk (continued)
(i) Foreign exchange risk (continued)
The Group uses forward foreign exchange contracts to hedge its exposure to foreign currency risk. The Group designates the forward rate of
foreign currency forwards to hedge its currency risk. The Group’s policy is for the critical terms of the forward foreign exchange contracts to
align with the hedged item.
At the end of the reporting period, the Group is holding the following forward foreign exchange contracts:
Carrying amount - Derivative Financial Instruments (Asset)
Carrying amount - Derivative Financial Instruments (Liability)
Notional amount
Maturity date
Change in fair value of the hedging instrument used as the basis for recognising hedge ineffectiveness
Change in value of hedged item used to determine hedge effectiveness
Weighted average hedged rate (AUD/USD)
Exposure
At the end of the reporting period, the Group’s exposure to foreign exchange risk, expressed in AUD, was as follows:
2023
$m
6.4
1.4
273.5
2022
$m
5.6
0.7
161.6
Aug 2023 -
Aug 2022 -
i
Dec 2024
0.1
(0.1)
0.670
Oct 2023
2.3
(2.3)
0.703
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Notes
Total
Amortised cost
through OCI
$m
$m
$m
Fair value
Cash and cash equivalents
Trade payables
Forward exchange contracts
2023
USD
$m
14.2
29.0
273.2
Other
$m
4.7
-
0.3
2022
USD
$m
0.9
42.9
159.6
Other
$m
5.0
-
2.0
Sensitivity
As shown in the table above, the Group is primarily exposed to changes in USD/AUD exchange rates. The table below shows the impact of
reasonably possible foreign exchange movements in the USD against the AUD and the effect this would have on the measurement of the
financial instruments denominated in these currencies:
Currency
United States Dollar
United States Dollar
Sensitivity assumption
+10%
-10%
Impact directly on equity
2023
$m
26.4
(21.6)
2022
$m
15.4
(12.2)
(ii) Interest rate risk
The Group is exposed to interest rate risk from floating rate long-term borrowings. The Group’s policy is to maintain an appropriate mix between
fixed and floating rate borrowings through the use of interest rate swap contracts. This risk is managed through the forecasting of expected
borrowings to determine the level of exposure to floating rates.
Exposure
At the end of the reporting period, the Group’s exposure to interest rate risk was as follows:
Cash and cash equivalents
Floating rate borrowings
2023
$m
179.7
60.1
2022
$m
243.9
58.0
1. Trade and other financial payables comprise trade payables, other financial payables and accruals.
At the end of the reporting period the Group held no interest rate swap contracts as the interest rate risk associated with borrowings is
managed against the interest rate earned on operating cash held.
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a
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E. Risk Management
and performance and how these risks are managed.
This section provides information relating to the Group's exposure to various financial risks, how they could affect the Group's financial position
E1 Financial Risk Management
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange and interest rate risk), credit risk and liquidity
risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts
and interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes and are not used as trading or
other speculative instruments.
The Group’s financial risk management is predominantly controlled by the centralised Group Treasury function under the Group’s financial risk
management policies approved by the Board of Directors. The Group Treasury function is responsible for the identification and management
of financial risks, with the co-operation of other Group functions. The Board provides principles for overall risk management, as well as policies
covering specific areas such as foreign exchange risk, interest rate risk, and use of financial instruments and non-derivative financial
instruments.
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and
the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged floating rate borrowings and
inventory at a fixed foreign currency rate for the hedged purchases.
Financial Instruments
The Group holds the following financial instruments, classified under the categories in the table below:
At 29 July 2023
Financial assets
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments
Total financial assets
Financial liabilities
Trade and other financial payables1
Borrowings
Lease liabilities
Derivative financial instruments
Total financial liabilities
At 30 July 2022
Financial assets
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments
Total financial assets
Financial liabilities
Trade and other financial payables1
Borrowings
Lease liabilities
Derivative financial instruments
Total financial liabilities
(a) Market risk
(i) Foreign exchange risk
D1
B1
E1
B3
D3
C4
E1
D1
B1
E1
B3
D3
C4
E1
179.7
20.7
6.4
206.8
305.0
60.1
1,644.9
1.4
2,011.4
243.9
22.0
5.6
271.5
329.4
58.0
1,699.2
0.7
2,087.3
179.7
20.7
-
200.4
305.0
60.1
1,644.9
-
2,010.0
243.9
22.0
265.9
329.4
58.0
1,699.2
2,086.6
-
-
-
-
-
-
-
-
-
-
-
-
6.4
6.4
1.4
1.4
5.6
5.6
0.7
0.7
The Group is exposed to foreign exchange risk when there is mismatch between the currencies in which future commercial transactions and
assets and liabilities recognised are denominated, and the respective functional currency of the Group companies.
The focus of the Group’s foreign exchange risk management activities is on the transaction exposures that arise on the sourcing and
purchasing of inventory, with these transactions primarily denominated in United States Dollar (USD). This risk is hedged with the objective of
minimising the volatility of the Australian Dollar (AUD) cost of forecast inventory purchases.
The Group’s financial risk management policy is to hedge forecast USD cash flows for inventory purchases, up to 18 months in advance. The
amount of hedging required is dependent on the timing of the settlement of the forecast inventory purchases, with a higher percentage
required to be hedged for inventory purchases with an earlier settlement.
76 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(a) Market risk (continued)
(ii) Interest rate risk (continued)
Sensitivity
Applying a sensitivity of 100 basis points to the Group's period end floating interest rate results in an immaterial impact on post tax profit and
equity. This assumes that the change in interest rates is effective from the beginning of the financial period and the net debt position and
fixed/floating mix is constant over the period. However, interest rates and the debt profile of the Group are unlikely to remain constant and
therefore the above sensitivity analysis will be subject to change.
(iii) Hedge ineffectiveness
Hedge ineffectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and hedging instrument.
For hedges of foreign currency purchases, the group enters into hedge relationships where the critical terms of the hedging instrument match
exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in
circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging
instrument, the Group uses the hypothetical derivative method to assess effectiveness.
(b) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. This arises primarily from the following assets: cash and cash equivalents, trade and other receivables and derivative financial instruments.
Group Treasury function manages credit risk from banks and financial institutions, in accordance with Board approved policy. The policy is to
limit the Group’s loss from default by any one counterparty by dealing only with banks and financial institution counterparties whose long-term
credit rating is at or above an 'A' rating.
Trade and other receivables balances outstanding with third parties are primarily ad-hoc in nature and the credit quality of the third party is
assessed by taking into account its financial position, past experience and other relevant factors.
Sales to retail customers are primarily required to be settled in cash or using major credit cards, mitigating credit risk. There are no significant
concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.
Exposure
At the end of the reporting period, the maximum credit risk exposure is the carrying value of the financial assets below:
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments - assets
2023
$m
179.7
20.7
6.4
2022
$m
243.9
22.0
5.6
Trade and other receivables
The Group applies the AASB 9 Financial Instruments simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance for all trade and other receivables.
To measure the expected credit losses, trade and other receivables have been grouped based on shared credit risk characteristics and the
days past due. The expected credit loss rates are based on historical observed default rates, adjusted to reflect current and forward looking
information on macroeconomic factors affecting the ability of customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group. Refer to note B1 for more
information.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(a) Market risk (continued)
(ii) Interest rate risk (continued)
Sensitivity
Applying a sensitivity of 100 basis points to the Group's period end floating interest rate results in an immaterial impact on post tax profit and
equity. This assumes that the change in interest rates is effective from the beginning of the financial period and the net debt position and
fixed/floating mix is constant over the period. However, interest rates and the debt profile of the Group are unlikely to remain constant and
therefore the above sensitivity analysis will be subject to change.
(iii) Hedge ineffectiveness
Hedge ineffectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and hedging instrument.
For hedges of foreign currency purchases, the group enters into hedge relationships where the critical terms of the hedging instrument match
exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in
circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging
instrument, the Group uses the hypothetical derivative method to assess effectiveness.
(b) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. This arises primarily from the following assets: cash and cash equivalents, trade and other receivables and derivative financial instruments.
Group Treasury function manages credit risk from banks and financial institutions, in accordance with Board approved policy. The policy is to
limit the Group’s loss from default by any one counterparty by dealing only with banks and financial institution counterparties whose long-term
credit rating is at or above an 'A' rating.
Trade and other receivables balances outstanding with third parties are primarily ad-hoc in nature and the credit quality of the third party is
assessed by taking into account its financial position, past experience and other relevant factors.
Sales to retail customers are primarily required to be settled in cash or using major credit cards, mitigating credit risk. There are no significant
concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.
Exposure
At the end of the reporting period, the maximum credit risk exposure is the carrying value of the financial assets below:
Cash and cash equivalents
Trade and other financial receivables
Derivative financial instruments - assets
Trade and other receivables
The Group applies the AASB 9 Financial Instruments simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance for all trade and other receivables.
To measure the expected credit losses, trade and other receivables have been grouped based on shared credit risk characteristics and the
days past due. The expected credit loss rates are based on historical observed default rates, adjusted to reflect current and forward looking
information on macroeconomic factors affecting the ability of customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group. Refer to note B1 for more
information.
2023
$m
179.7
20.7
6.4
2022
$m
243.9
22.0
5.6
77 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(c) Liquidity risk
The Group adopts a prudent liquidity risk management strategy by seeking to maintain sufficient cash and availability of funding through an
adequate amount of committed credit facilities to meet financial obligations as and when they fall due. The Group’s objective is to maintain
flexibility in funding given the seasonal nature of the retail business.
The Group monitors forecast and actual cash flows and performs sensitivity analysis, to ensure at all times there is an appropriate minimum
level of liquidity available through committed undrawn borrowing facilities and cash and cash equivalents.
Financing arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
Floating rate
Expiring within one-year
Expiring beyond one-year1
2023
$m
-
35.3
35.3
2022
$m
-
44.9
44.9
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1. The ABL maximum facility size is $215 million and fluctuates in line with a borrowing base of nominated assets, including specified inventory
and intangibles, less allowances and certain liabilities. The syndicated facility available at 29 July 2023 was $132.3 million with $35.3 million
accessible, at which time the Company also had $179.7 million cash on hand. Refer to note D3 for more information on the syndicated facility.
Maturities of financial liabilities
The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:
(a) all non-derivative financial liabilities; and
(b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing
….....of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows and therefore may not equal their carrying amount. Balances
due within 12 months equal their carrying amounts as the impact of discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months
6 - 12
months
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
contractual
cash flows
$m
$m
$m
$m
$m
$m
2023
Non-derivatives
Trade and other payables
Borrowings
Lease liabilities
Total non-derivatives
Derivatives
Gross settled
- (inflow)
- outflow
Total derivatives
2022
Non-derivatives
Trade and other payables
Borrowings
Lease liabilities
Total non-derivatives
Derivatives
Gross settled
- (inflow)
- outflow
Total derivatives
305.0
4.5
116.2
425.7
(153.2)
150.1
(3.1)
329.4
3.9
105.7
439.0
(89.3)
86.0
(3.3)
-
4.5
115.1
119.6
(83.7)
82.2
(1.5)
-
3.9
108.8
112.7
(65.6)
64.2
(1.4)
-
8.9
223.7
232.6
(41.6)
41.2
(0.4)
-
7.7
211.5
219.2
(11.6)
11.4
(0.2)
-
68.1
652.4
720.5
-
-
-
-
75.4
624.7
700.1
-
-
-
-
-
999.2
999.2
-
-
-
-
-
1,172.7
1,172.7
-
-
-
305.0
86.0
2,106.6
2,497.6
(278.5)
273.5
(5.0)
329.4
90.9
2,223.4
2,643.7
(166.5)
161.6
(4.9)
The amount disclosed for variable rate instruments is determined by reference to the interest rate at the last re-pricing date.
Carrying
amount
(assets)/
liabilities
$m
305.0
65.0
1,644.9
2,014.9
(6.4)
1.4
(5.0)
329.4
65.0
1,699.2
2,093.6
(5.6)
0.7
(4.9)
D
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s
78 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(d) Fair value measurements
The Group has the following derivative financial instruments:
Current assets
Forward foreign exchange contracts
Total current derivative financial instrument assets
Non-current assets
Forward foreign exchange contracts
Total non-current derivative financial instrument assets
Current liabilities
Forward foreign exchange contracts
Total current derivative financial instrument liabilities
Non-current liabilities
Forward foreign exchange contracts
Total non-current derivative financial instrument liabilities
2023
$m
2022
$m
6.0
6.0
0.4
0.4
1.4
1.4
-
-
5.3
5.3
0.3
0.3
0.6
0.6
0.1
0.1
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
· Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
· Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liabilities either directly (as prices) or
…..indirectly derived from prices; and
· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All of the Group’s financial instruments were valued using the Level 2 technique, with no transfers between levels during the period.
The fair value of forward foreign exchange contracts is determined using the present value of future cash flows based on the forward
exchange rates at the end of the reporting period. The fair value of interest rate swaps is determined using the present value of the estimated
future cash flows based on observable yield curves.
Accounting policy - Financial assets and liabilities
Classification
The Group classifies its financial assets in the following measurement categories:
· those to be measured subsequently at fair value (either through OCI or through profit or loss); and
· those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for
the equity investment at fair value through other comprehensive income (FVOCI).
Initial recognition and measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
FVPL are expensed in profit or loss.
(i) Financial assets at amortised cost (debt instruments)
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are
measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.
Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are recognised in profit or loss. Trade receivables that do not contain a significant financing
component or for which the Group has applied the practical expedient are measured at the transaction price determined under AASB 15
Revenue from Contracts with Customers .
(ii) Financial assets at fair value through OCI (debt instruments)
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely
payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When
the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate
method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are recognised in profit or loss.
(iii) Financial assets at fair value through profit or loss (debt instruments)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently
measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
(d) Fair value measurements
The Group has the following derivative financial instruments:
Current assets
Forward foreign exchange contracts
Total current derivative financial instrument assets
Non-current assets
Forward foreign exchange contracts
Total non-current derivative financial instrument assets
Current liabilities
Forward foreign exchange contracts
Total current derivative financial instrument liabilities
Non-current liabilities
Forward foreign exchange contracts
Total non-current derivative financial instrument liabilities
2023
$m
2022
$m
6.0
6.0
0.4
0.4
1.4
1.4
-
-
5.3
5.3
0.3
0.3
0.6
0.6
0.1
0.1
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
· Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
· Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liabilities either directly (as prices) or
…..indirectly derived from prices; and
· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All of the Group’s financial instruments were valued using the Level 2 technique, with no transfers between levels during the period.
The fair value of forward foreign exchange contracts is determined using the present value of future cash flows based on the forward
exchange rates at the end of the reporting period. The fair value of interest rate swaps is determined using the present value of the estimated
future cash flows based on observable yield curves.
Accounting policy - Financial assets and liabilities
Classification
The Group classifies its financial assets in the following measurement categories:
· those to be measured subsequently at fair value (either through OCI or through profit or loss); and
· those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for
the equity investment at fair value through other comprehensive income (FVOCI).
Initial recognition and measurement
FVPL are expensed in profit or loss.
(i) Financial assets at amortised cost (debt instruments)
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are
measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method.
Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are recognised in profit or loss. Trade receivables that do not contain a significant financing
component or for which the Group has applied the practical expedient are measured at the transaction price determined under AASB 15
Revenue from Contracts with Customers .
(ii) Financial assets at fair value through OCI (debt instruments)
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely
payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When
the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate
method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are recognised in profit or loss.
(iii) Financial assets at fair value through profit or loss (debt instruments)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently
measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
79 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
E1 Financial Risk Management (continued)
Accounting policy - Financial assets and liabilities (continued)
(iv) Financial assets designated at fair value through OCI (equity instruments)
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains
and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the
derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s
right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in profit or loss, as applicable. Impairment losses (and
reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and
the Group has transferred substantially all the risks and rewards of ownership.
Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and
FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by AASB 9 Financial Instruments , which requires expected lifetime
losses to be recognised from initial recognition of the receivables. Refer to note E1(b) for more information.
Accounting policy - Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair
value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either:
· hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges); or
· hedges of the cash flows or recognised assets or liabilities and highly probable forecast transactions (cash flow hedges).
The Group documents at the inception of the hedging transaction the economic relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its
assessments, both at hedge inception and on an ongoing basis, of whether changes in the cash flows of the hedging instruments are
expected to offset changes in the cash flows of hedged items.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more
than 12 months. It is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
(i) Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated income
statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss
relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within finance costs, together
with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective
portion is recognised in profit or loss.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the
effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective interest rate.
(ii) Cash flow hedge
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational and
financing activities.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in
the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
When forward contracts are used to hedge forecast transactions, the Group designates the full change in fair value of the forward contract
(including forward points) as the hedging instrument. Gains or losses relating to the effective portion of the change in the fair value of the entire
forward contracts are recognised in the cash flow hedge reserve within equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. When the forecast
transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets) the gains and losses
previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts
are ultimately recognised in profit or loss as cost of goods sold in the case of inventory, or as depreciation in the case of fixed assets.
The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised in profit or loss within
finance costs at the same time as the interest expense on the hedged borrowings.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised
in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is
immediately reclassified to profit or loss.
(iii) Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify
for hedge accounting are recognised immediately in profit or loss.
Y
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80 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
F. Equity
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the equity position of
the Group at the end of the period, including the dividends declared and/or paid during the period.
F1 Contributed Equity
Ordinary shares - fully paid
Treasury shares
Opening balance
Shares issued for alignment rights granted
Shares acquired by Myer Equity Plans Trust on market at $0.52
Shares acquired by Myer Equity Plans Trust on market at $0.58
Share issued under transformation incentive plan
Shares issued on exercise of options at $0.55
Shares acquired by Myer Equity Plans Trust on market at $0.88
Closing balance of treasury shares
Closing balance
2023
Number of
shares
2022
Number of
shares
821,278,815 821,278,815
(1,147,053) (2,987,987)
-
2,987,987
-
(1,147,053)
(3,260,930) -
2,742,226 -
901,045 -
(1,348,803) -
(2,113,515) (1,147,053)
819,165,300 820,131,762
2023
$m
780.0
(42.9)
-
-
(1.9)
-
-
(1.2)
(46.0)
734.0
2022
$m
780.0
(42.3)
-
(0.6)
-
-
-
-
(42.9)
737.1
Ordinary shares
The ordinary shares issued are fully paid. 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.
Treasury shares
Treasury shares are shares in Myer Holdings Limited that are held by the Myer Equity Plans Trust for the purposes of issuing shares under the
Equity Incentive Plans. Refer to note H4 for more information.
Employee share schemes
Information relating to the employee share-based payment schemes, including details of shares issued under the schemes, is set out in note
H4.
Capital risk management
The Group’s key objective when managing capital is to minimise its weighted average cost of capital while maintaining appropriate financing
facilities. This provides the opportunity to pursue growth and capital management initiatives. In managing its capital structure, the Group also
seeks to safeguard its ability to continue as a going concern in order to provide appropriate returns to shareholders and benefits for other
stakeholders.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of various balance sheet ratios including the gearing ratio. This
ratio is calculated as net debt/(cash) divided by total capital. Net debt/(cash) is calculated as total borrowings less cash and cash
equivalents. Total capital is calculated as equity as shown in the balance sheet plus net debt/(cash).
The gearing ratios at 29 July 2023 and 30 July 2022 were as follows:
Borrowings (note D3)
Less: cash and cash equivalents (note D1)
Net cash at end of period (excluding lease liabilities)
Plus: lease liabilities
Net debt at end of period
Total equity
Total capital (excluding lease liabilities)
Total capital
Gearing ratio (excluding lease liabilities)
Gearing ratio
Accounting policy
Ordinary shares are classified as equity.
2023
$m
60.1
(179.7)
(119.6)
1,644.9
1,525.3
240.5
120.9
1,765.8
-98.9%
86.4%
2022
$m
58.0
(243.9)
(185.9)
1,699.2
1,513.3
267.4
81.5
1,780.7
-228.2%
85.0%
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
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 Myer Holdings 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 Myer Holdings Limited.
81 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
F2 Accumulated Losses and Reserves
(a) Accumulated losses
Movements in Accumulated losses were as follows:
Balance at beginning of period
Profit for the period
Dividends paid
Balance at end of period
(b) Reserves
Share-based payments 1
Cash flow hedges 2
Other reserve 3
Foreign currency translation 4
Movements in reserves were as follows:
Share-based payments
Balance at beginning of period
Share-based payments expense recognised (note H4)
Income tax
Balance at end of period
Cash flow hedges
Balance at beginning of period
Net (loss)/gain on revaluation
Transfer to net profit
Balance at end of period
Foreign currency translation
Balance at beginning of period
Exchange differences on translation of foreign operations during the period
Balance at end of period
2023
$m
2022
$m
(477.3)
60.4
(86.2)
(503.1)
34.9
4.0
(25.6)
(3.7)
9.6
32.0
4.3
(1.4)
34.9
4.0
(0.1)
0.1
4.0
(2.8)
(0.9)
(3.7)
(514.0)
49.0
(12.3)
(477.3)
32.0
4.0
(25.6)
(2.8)
7.6
29.3
3.9
(1.2)
32.0
3.2
2.3
(1.5)
4.0
(3.7)
0.9
(2.8)
1. Share-based payments
The share-based payments reserve is used to recognise the fair value of options and rights granted to employees under the employee share
plans. Further information on share-based payments is set out in note H4.
2. Cash flow hedges
The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in equity, as
described in note E1. Amounts are recognised in the consolidated income statement when the associated hedged transaction affects profit or
loss.
3. Other reserve
The Group acquired 65% of the sass & bide business in 2011, and the non-controlling shareholders held a put option over the remaining 35%.
This resulted in the Group recognising a financial liability for the put option and a corresponding amount in other reserve. In 2014, upon
acquisition of the remaining 35% of sass & bide, the cash payment of $33.4m was recorded against the financial liability and non-controlling
interests balances were recorded against other reserve.
4. Foreign currency translation
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated
in a separate reserve within equity. The cumulative amount is reclassified to the consolidated income statement when the net investment is
disposed of.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
F. Equity
This section provides additional information regarding lines in the financial statements that are most relevant to explaining the equity position of
the Group at the end of the period, including the dividends declared and/or paid during the period.
F1 Contributed Equity
Ordinary shares - fully paid
Treasury shares
Opening balance
Closing balance
Ordinary shares
Treasury shares
Employee share schemes
H4.
Capital risk management
stakeholders.
Shares issued for alignment rights granted
Shares acquired by Myer Equity Plans Trust on market at $0.52
Shares acquired by Myer Equity Plans Trust on market at $0.58
Share issued under transformation incentive plan
Shares issued on exercise of options at $0.55
Shares acquired by Myer Equity Plans Trust on market at $0.88
Closing balance of treasury shares
2023
2022
Number of
Number of
shares
shares
821,278,815 821,278,815
(1,147,053) (2,987,987)
-
2,987,987
-
(1,147,053)
(3,260,930) -
2,742,226 -
901,045 -
(1,348,803) -
(2,113,515) (1,147,053)
819,165,300 820,131,762
2023
$m
780.0
(42.9)
-
-
-
-
(1.9)
(1.2)
(46.0)
734.0
2022
$m
780.0
(42.3)
(0.6)
-
-
-
-
-
(42.9)
737.1
The ordinary shares issued are fully paid. 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.
Treasury shares are shares in Myer Holdings Limited that are held by the Myer Equity Plans Trust for the purposes of issuing shares under the
Equity Incentive Plans. Refer to note H4 for more information.
Information relating to the employee share-based payment schemes, including details of shares issued under the schemes, is set out in note
The Group’s key objective when managing capital is to minimise its weighted average cost of capital while maintaining appropriate financing
facilities. This provides the opportunity to pursue growth and capital management initiatives. In managing its capital structure, the Group also
seeks to safeguard its ability to continue as a going concern in order to provide appropriate returns to shareholders and benefits for other
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of various balance sheet ratios including the gearing ratio. This
ratio is calculated as net debt/(cash) divided by total capital. Net debt/(cash) is calculated as total borrowings less cash and cash
equivalents. Total capital is calculated as equity as shown in the balance sheet plus net debt/(cash).
The gearing ratios at 29 July 2023 and 30 July 2022 were as follows:
Borrowings (note D3)
Less: cash and cash equivalents (note D1)
Net cash at end of period (excluding lease liabilities)
Plus: lease liabilities
Net debt at end of period
Total capital (excluding lease liabilities)
Gearing ratio (excluding lease liabilities)
Total equity
Total capital
Gearing ratio
Accounting policy
Ordinary shares are classified as equity.
2023
$m
60.1
(179.7)
(119.6)
1,644.9
1,525.3
240.5
120.9
1,765.8
-98.9%
86.4%
2022
$m
58.0
(243.9)
(185.9)
1,699.2
1,513.3
267.4
81.5
1,780.7
-228.2%
85.0%
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
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 Myer Holdings 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 Myer Holdings Limited.
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82 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
F2 Accumulated Losses and Reserves (continued)
Accounting policy
(i) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic
environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars,
which is Myer Holdings Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at end of period exchange rates
of monetary assets and liabilities denominated in foreign currencies are generally recognised in profit or loss. They are deferred in equity if they
relate to qualifying cash flow hedges.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For
example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in
profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-
sale financial assets are recognised in other comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
· income and expenses for each consolidated income statement and statement of comprehensive income are translated at the rates
…...prevailing on the transaction dates; and
· all resulting exchange differences are recognised in other comprehensive income.
On consolidation, when a foreign operation is sold, the associated exchange difference is reclassified to profit or loss, as part of the gain or loss
on sale.
F3 Dividends
(a) Ordinary shares
Final fully franked dividend for the period ended 30 July 2022 of 2.5 cents (2021: nil) per fully paid ordinary
share, paid 7 November 2022.
Interim fully franked dividend for the period ended 29 July 2023 of 4.0 cents (2022: 1.5 cents) and special fully
franked dividend of 4.0 cents (2022: nil) per fully paid ordinary share, paid 11 May 2023.
Total dividends paid
(b) Dividends not recognised at the end of the reporting period
The directors have determined the payment of a final dividend of 1.0 cent (2022: 2.5 cents) per fully paid
ordinary share fully franked based on tax paid at 30%, payable on 16 November 2023.
2023
$m
20.5
65.7
86.2
2022
$m
-
12.3
12.3
The aggregate amount of the proposed dividend expected to be paid after period end, but not recognised
as a liability at period end, is:
8.2
20.5
(c) Franked dividends
The franked portions of final dividends recommended after 29 July 2023 will be franked out of existing
franking credits or out of franking credits arising from the payment of income tax in the period ending 27 July
2024:
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2022: 30%)
88.6
85.5
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking
credits and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the reporting
period.
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid
as dividends.
Accounting policy
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or
before the end of the financial period but not distributed at balance date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
F2 Accumulated Losses and Reserves (continued)
Accounting policy
(i) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic
environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars,
which is Myer Holdings Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at end of period exchange rates
of monetary assets and liabilities denominated in foreign currencies are generally recognised in profit or loss. They are deferred in equity if they
relate to qualifying cash flow hedges.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For
example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in
profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-
sale financial assets are recognised in other comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
· income and expenses for each consolidated income statement and statement of comprehensive income are translated at the rates
…...prevailing on the transaction dates; and
· all resulting exchange differences are recognised in other comprehensive income.
On consolidation, when a foreign operation is sold, the associated exchange difference is reclassified to profit or loss, as part of the gain or loss
on sale.
F3 Dividends
(a) Ordinary shares
Total dividends paid
as a liability at period end, is:
(c) Franked dividends
2024:
period.
as dividends.
Accounting policy
Final fully franked dividend for the period ended 30 July 2022 of 2.5 cents (2021: nil) per fully paid ordinary
share, paid 7 November 2022.
Interim fully franked dividend for the period ended 29 July 2023 of 4.0 cents (2022: 1.5 cents) and special fully
franked dividend of 4.0 cents (2022: nil) per fully paid ordinary share, paid 11 May 2023.
(b) Dividends not recognised at the end of the reporting period
The directors have determined the payment of a final dividend of 1.0 cent (2022: 2.5 cents) per fully paid
ordinary share fully franked based on tax paid at 30%, payable on 16 November 2023.
The aggregate amount of the proposed dividend expected to be paid after period end, but not recognised
2023
$m
20.5
65.7
86.2
2022
$m
-
12.3
12.3
8.2
20.5
The franked portions of final dividends recommended after 29 July 2023 will be franked out of existing
franking credits or out of franking credits arising from the payment of income tax in the period ending 27 July
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2022: 30%)
88.6
85.5
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking
credits and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the reporting
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or
before the end of the financial period but not distributed at balance date.
83 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G. Group Structure
This section summarises how the Group structure affects the financial position and performance of the Group as a whole.
G1 Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described below:
Name of entity
NB Elizabeth Pty Ltd
NB Russell Pty Ltd
NB Lonsdale Pty Ltd
NB Collins Pty Ltd
Warehouse Solutions Pty Ltd
Myer Group Pty Ltd
Myer Pty Ltd
Myer Group Finance Limited
The Myer Emporium Pty Ltd
ACT Employment Services Pty Ltd
Myer Employee Share Plan Pty Ltd
Myer Travel Pty Ltd
Myer Sourcing Asia Ltd
Shanghai Myer Service Company Ltd
Boogie & Boogie Pty Ltd
sass & bide Pty Ltd
sass & bide Retail Pty Ltd
sass & bide Retail (NZ) Pty Ltd
sass & bide USA inc.
sass & bide inc.
Marcs David Lawrence Pty Ltd
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
China
Australia
Australia
Australia
Australia
USA
USA
Australia
Class of shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity holdings(4)
2023
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Equity
holdings(4)
2022
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Notes
(1), (3)
(2), (3)
(2), (3)
(1), (3)
(2), (3)
(1), (3)
(1), (3)
(1), (3)
(2), (3)
(2)
(2)
(2)
(2), (3)
(2), (3)
(2), (3)
(2), (3)
(1), (3)
(1) Each of these entities have been granted relief from the necessity to prepare financial statements in accordance with ASIC Corporations
(Wholly-owned Companies) Instrument 2016/785.
(2) Each of these entities is classified as small proprietary and therefore relieved from the requirement to prepare and lodge financial reports
…...with ASIC.
(3) Each of these entities is party to a deed of cross guarantee, refer to note G2.
(4) The proportion of ownership interest is equal to the proportion of voting power held.
Accounting policy
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Myer Holdings Limited ('Company' or 'parent
entity') as at 29 July 2023 and the results of all subsidiaries for the period then ended.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the
Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of
comprehensive income, balance sheet and statement of changes in equity respectively.
Employee Share Trust
The Group has the Myer Equity Plans 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 in Myer Holdings Limited held by the trust are disclosed as treasury shares and
deducted from contributed equity.
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84 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G2 Deed of Cross Guarantee
The following entities are parties to a deed of cross guarantee under which each company guarantees the debts of the others:
• Myer Holdings Limited
• NB Elizabeth Pty Ltd
• NB Russell Pty Ltd
• Myer Group Pty Ltd
• NB Lonsdale Pty Ltd
• NB Collins Pty Ltd
• Warehouse Solutions Pty Ltd
• Myer Pty Ltd
• Myer Group Finance Limited
• The Myer Emporium Pty Ltd
• Boogie & Boogie Pty Ltd
• sass & bide Pty Ltd
• sass & bide Retail Pty Ltd
• sass & bide Retail (NZ) Pty Ltd
• Marcs David Lawrence Pty Ltd
By entering into the deed, the wholly-owned entities within note reference 1 in note G1 have been relieved from the requirements to prepare
a financial report and directors' report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
The above companies represent a 'closed group' for the purposes of the ASIC Legislative Instrument, and as there are no other parties to the
deed of cross guarantee that are controlled by Myer Holdings Limited, they also represent the 'extended closed group'.
(a) Consolidated income statement, statement of comprehensive income and summary of movements in consolidated accumulated losses
Set out below is a consolidated income statement, statement of comprehensive income and a summary of movements in consolidated
accumulated losses for the closed group for the period ended 29 July 2023:
Income statement
Total sales
Concession sales
Sale of goods
Sales revenue deferred under customer loyalty program
Revenue from sale of goods
Other operating revenue
Cost of goods sold
Operating gross profit
Other income
Selling expenses
Administration expenses
Restructuring, space exit costs and impairment of assets
Earnings before interest and tax
Finance revenue
Finance costs
Net finance costs
Profit before income tax
Income tax expense
Profit for the period attributable to Deed of Cross Guarantee group
Statement of comprehensive income
Profit for the period
Other comprehensive income
Items that may be reclassified to profit or loss:
Cash flow hedges
Exchange differences on translation of foreign operations
Other comprehensive (loss)/income for the period, net of tax
Total comprehensive income for the period
Summary of movements in accumulated losses
Balance at beginning of period
Profit for the period
Dividends paid
Balance at end of period
2023
52 weeks
$m
2022
52 weeks
$m
3,362.9
(748.3)
2,614.6
(48.8)
2,565.8
194.7
(1,536.9)
1,223.6
-
(751.1)
(277.3)
(15.4)
179.8
4.7
(96.2)
(91.5)
88.3
(28.6)
59.7
59.7
-
(0.9)
(0.9)
58.8
(473.7)
59.7
(86.2)
(500.2)
2,989.8
(606.2)
2,383.6
(43.0)
2,340.6
161.4
(1,356.7)
1,145.3
0.9
(690.9)
(271.0)
(13.2)
171.1
0.3
(99.2)
(98.9)
72.2
(23.1)
49.1
49.1
0.8
0.7
1.5
50.6
(510.5)
49.1
(12.3)
(473.7)
The following entities are parties to a deed of cross guarantee under which each company guarantees the debts of the others:
(b) Consolidated balance sheet
Set out below is a consolidated balance sheet as at 29 July 2023 of the closed group:
85 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G2 Deed of Cross Guarantee (continued)
Assets
Current assets
Cash and cash equivalents
Trade and other receivables and prepayments
Inventories
Derivative financial instruments
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Derivative financial instruments
Current tax liabilities
Other liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Reserves
Total equity
2023
$m
2022
$m
175.5
37.1
370.8
6.0
589.4
321.6
1,100.6
305.2
122.0
0.4
2.5
1,852.3
2,441.7
404.7
151.0
73.3
1.4
9.8
0.1
640.3
60.1
1,490.0
4.9
1,555.0
2,195.3
246.4
734.0
(500.2)
12.6
246.4
240.8
36.1
371.3
5.3
653.5
304.8
1,177.6
305.3
111.4
0.3
3.2
1,902.6
2,556.1
429.7
144.0
67.7
0.6
23.8
0.1
665.9
58.0
1,554.9
4.3
1,617.2
2,283.1
273.0
737.1
(473.7)
9.6
273.0
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G2 Deed of Cross Guarantee
• Myer Holdings Limited
• NB Elizabeth Pty Ltd
• NB Russell Pty Ltd
• Myer Group Pty Ltd
• NB Lonsdale Pty Ltd
• NB Collins Pty Ltd
• Warehouse Solutions Pty Ltd
• Myer Pty Ltd
• Myer Group Finance Limited
• The Myer Emporium Pty Ltd
• Boogie & Boogie Pty Ltd
• sass & bide Pty Ltd
• sass & bide Retail Pty Ltd
• sass & bide Retail (NZ) Pty Ltd
• Marcs David Lawrence Pty Ltd
By entering into the deed, the wholly-owned entities within note reference 1 in note G1 have been relieved from the requirements to prepare
a financial report and directors' report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
The above companies represent a 'closed group' for the purposes of the ASIC Legislative Instrument, and as there are no other parties to the
deed of cross guarantee that are controlled by Myer Holdings Limited, they also represent the 'extended closed group'.
(a) Consolidated income statement, statement of comprehensive income and summary of movements in consolidated accumulated losses
Set out below is a consolidated income statement, statement of comprehensive income and a summary of movements in consolidated
accumulated losses for the closed group for the period ended 29 July 2023:
52 weeks
52 weeks
Sales revenue deferred under customer loyalty program
Income statement
Total sales
Concession sales
Sale of goods
Revenue from sale of goods
Other operating revenue
Cost of goods sold
Operating gross profit
Other income
Selling expenses
Administration expenses
Finance revenue
Finance costs
Net finance costs
Profit before income tax
Income tax expense
Restructuring, space exit costs and impairment of assets
Earnings before interest and tax
Profit for the period attributable to Deed of Cross Guarantee group
Statement of comprehensive income
Profit for the period
Other comprehensive income
Items that may be reclassified to profit or loss:
Cash flow hedges
Exchange differences on translation of foreign operations
Other comprehensive (loss)/income for the period, net of tax
Total comprehensive income for the period
Summary of movements in accumulated losses
Balance at beginning of period
Profit for the period
Dividends paid
Balance at end of period
2023
$m
3,362.9
(748.3)
2,614.6
(48.8)
2,565.8
194.7
(1,536.9)
1,223.6
-
(751.1)
(277.3)
(15.4)
179.8
4.7
(96.2)
(91.5)
88.3
(28.6)
59.7
59.7
-
(0.9)
(0.9)
58.8
(473.7)
59.7
(86.2)
(500.2)
2022
$m
2,989.8
(606.2)
2,383.6
(43.0)
2,340.6
161.4
(1,356.7)
1,145.3
0.9
(690.9)
(271.0)
(13.2)
171.1
0.3
(99.2)
(98.9)
72.2
(23.1)
49.1
49.1
0.8
0.7
1.5
50.6
(510.5)
49.1
(12.3)
(473.7)
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86 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G3 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
Reserves
Other reserves
Share-based payments
Retained profits reserve - pre 2018
Accumulated losses reserve - 2018
Retained profits reserve - 2019
Accumulated losses reserve - 2020
Retained profits reserve - 2022
Retained profits reserve - 2023
Profit for the period
Total comprehensive income for the period
(b) Guarantees entered into by the parent entity
Carrying amount included in current liabilities
2023
$m
207.1
407.0
26.4
86.5
734.0
(2.7)
32.1
-
(406.7)
-
(170.6)
60.6
73.7
73.7
73.7
2022
$m
235.7
435.6
45.8
103.8
737.1
(2.7)
27.9
66.6
(406.7)
6.0
(170.6)
74.2
-
74.2
74.2
-
-
The parent entity is the borrowing entity under the Group's financing facilities. Under these facilities, the parent entity is party to a cross-
guarantee with various other Group entities, who guarantee the repayment of the facilities in the event that the parent entity is in default.
The parent entity is also party to the deed of cross guarantee. The details of the deed of cross guarantee are set out in note G2. At the end of
the reporting period, no liability has been recognised in relation to these guarantees on the basis that the potential exposure is not considered
material.
(c) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 29 July 2023 or 30 July 2022.
(d) Contractual commitments for the acquisition of property, plant or equipment
The parent entity did not have any contractual commitments for the acquisition of property, plant or equipment as at 29 July 2023 or 30 July
2022.
(e) Event subsequent to balance date
Refer to note H6 for additional events which have occurred after the financial reporting date.
Accounting policy
The financial information that is disclosed for the parent entity, Myer Holdings Limited, has been prepared on the same basis as the
consolidated financial statements, except as set out below.
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of Myer Holdings Limited.
(ii) Tax consolidation legislation
Myer Holdings Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.
The head entity, Myer Holdings Limited, and the controlled entities in the tax consolidated group continue to 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 stand-alone
taxpayer in its own right.
In addition to its own current and deferred tax amounts, Myer Holdings 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 have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Myer Holdings Limited for
any current tax payable assumed and are compensated by Myer Holdings Limited for any current tax receivable and deferred tax assets
relating to unused tax losses or unused tax credits that are transferred to Myer Holdings 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 funding amounts are recognised as current intercompany receivables or payables.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or
payable to other entities in the Group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a
contribution to (or distribution from) wholly-owned tax consolidated entities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
G3 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
Reserves
Other reserves
Share-based payments
Retained profits reserve - pre 2018
Accumulated losses reserve - 2018
Retained profits reserve - 2019
Accumulated losses reserve - 2020
Retained profits reserve - 2022
Retained profits reserve - 2023
Profit for the period
Total comprehensive income for the period
(b) Guarantees entered into by the parent entity
Carrying amount included in current liabilities
2023
$m
207.1
407.0
26.4
86.5
734.0
(2.7)
32.1
(406.7)
(170.6)
60.6
73.7
73.7
73.7
-
-
-
2022
$m
235.7
435.6
45.8
103.8
737.1
(2.7)
27.9
66.6
(406.7)
6.0
(170.6)
74.2
74.2
74.2
-
-
The parent entity is the borrowing entity under the Group's financing facilities. Under these facilities, the parent entity is party to a cross-
guarantee with various other Group entities, who guarantee the repayment of the facilities in the event that the parent entity is in default.
The parent entity is also party to the deed of cross guarantee. The details of the deed of cross guarantee are set out in note G2. At the end of
the reporting period, no liability has been recognised in relation to these guarantees on the basis that the potential exposure is not considered
(c) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 29 July 2023 or 30 July 2022.
(d) Contractual commitments for the acquisition of property, plant or equipment
The parent entity did not have any contractual commitments for the acquisition of property, plant or equipment as at 29 July 2023 or 30 July
(e) Event subsequent to balance date
Refer to note H6 for additional events which have occurred after the financial reporting date.
The financial information that is disclosed for the parent entity, Myer Holdings Limited, has been prepared on the same basis as the
consolidated financial statements, except as set out below.
Investments in subsidiaries are accounted for at cost in the financial statements of Myer Holdings Limited.
material.
2022.
Accounting policy
(i) Investments in subsidiaries
(ii) Tax consolidation legislation
Myer Holdings Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.
The head entity, Myer Holdings Limited, and the controlled entities in the tax consolidated group continue to 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 stand-alone
taxpayer in its own right.
In addition to its own current and deferred tax amounts, Myer Holdings 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 have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Myer Holdings Limited for
any current tax payable assumed and are compensated by Myer Holdings Limited for any current tax receivable and deferred tax assets
relating to unused tax losses or unused tax credits that are transferred to Myer Holdings 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 funding amounts are recognised as current intercompany receivables or payables.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or
payable to other entities in the Group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a
contribution to (or distribution from) wholly-owned tax consolidated entities.
87 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H. Other Financial Information
This section of the notes includes other financial information that must be disclosed to comply with the accounting standards and other
pronouncements, but that is not immediately related to individual line items in the financial statements. This section also provides information
about items that are not recognised in the financial statements as they do not (yet) satisfy the recognition criteria.
H1 Contingencies
Contingent liabilities
The Group had contingent liabilities at 29 July 2023 in respect of:
Guarantees
The Group has issued bank guarantees amounting to $32.0 million (2022: $32.3 million), of which $14.3 million (2022: $14.1 million) represents
guarantees supporting workers' compensation self-insurance licences in various jurisdictions. For information about other guarantees given by
entities within the Group, including the parent entity, refer to notes G2 and G3.
There can be legal claims and exposures which arise from the ordinary course of business. There is significant uncertainty as to whether a future
liability will arise in respect of these items, or the amount of any such liability.
H2 Commitments
Capital commitments
Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
Property, plant, equipment and software
Payable:
Within one-year
Later than one-year but not later than five years
Later than five years
H3 Related Party Transactions
2023
$m
21.8
-
-
21.8
2022
$m
26.7
-
-
26.7
(a) Parent entities
The parent entity within the Group is Myer Holdings Limited, a listed public company, incorporated in Australia.
(b) Subsidiaries
Interests in subsidiaries are set out in note G1.
(c) Key Management Personnel
(i) Compensation
Key Management Personnel compensation for the period ended 29 July 2023 is set out below. The Key Management Personnel of the Group
are persons having the authority for planning, directing and controlling the Company's activities directly or indirectly, including the directors of
Myer Holdings Limited.
Short-term employee benefits
Post employment benefits
Long-term benefits
Share-based payments
2023
$
4,467,067
119,884
92,862
2,343,555
7,023,368
2022
$
4,750,055
102,506
2,077
2,278,990
7,133,628
Detailed remuneration disclosures are provided in the Remuneration Report on pages 29 to 53.
(ii) Loans
In 2023 and 2022 there were no loans made to directors of Myer Holdings Limited and other Key Management Personnel of the Group,
including their related parties.
(iii) Other transactions
The transactions with Key Management Personnel or entities related to them are as disclosed in the Remuneration Report.
(d) Transactions with other related parties
There were no material transactions with other related parties during the current period.
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88 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H4 Share-Based Payments
(a) Long Term Incentive Plan
The Myer Long Term Incentive Plan (LTI plan) is an incentive that is intended to promote alignment between executive and shareholder
interests over the longer term. Under the LTI plan, performance rights and options may be offered annually to the Chief Executive Officer and
nominated executives. The employees invited to participate in the plan include executives who are considered to play a leading role in
achieving the Group’s long-term strategic and operational objectives.
Each right and option offered is an entitlement to one fully paid ordinary share in the Company, subject to adjustment for capital actions, on
terms and hurdles determined by the Board, including hurdles linked to Company performance and service. Performance options vest and are
automatically exercised on a net settlement basis.
The LTI plan is delivered via a grant of performance rights or options. The number of performance rights or options that vest is not determined
until after the end of the performance period. The performance right or option will therefore not provide any value to the holder between the
date the performance right or option is granted and after the end of the vesting period, if the performance hurdles and service conditions are
satisfied. Performance rights and options do not carry entitlements to ordinary dividends or other shareholder rights until the end of the vesting
period.
Set out below is a summary of performance rights and options granted under the plan:
2023
Performance rights
Performance options
Total
Weighted average exercise price
2022
Performance rights
Performance options
Total
Weighted average exercise price
Granted
Balance
30 July 2022
Expired and
lapsed
20,655,386 7,361,928 - (779,352)
- (9,329,267) (12,128,646)
24,257,291
44,912,677 7,361,928 (9,329,267) (12,907,998)
$0.52
Exercised
$0.55
$0.30
$0.00
Balance
29 July 2023
27,237,962
2,799,378
30,037,340
$0.05
Granted
Exercised
6,514,842 (2,987,987)
Balance
Balance
30 July 2022
31 July 2021
17,128,531
- 20,655,386
54,303,324 - - (30,046,033) 24,257,291
6,514,842 (2,987,987) (30,046,033) 44,912,677
71,431,855
$0.30
$0.36
Expired and
lapsed
$0.00
$0.42
$0.00
The weighted average remaining contractual life of share rights and options outstanding at the end of the period was 1.0 year (2022: 1.0 year).
Fair value of performance rights granted
The assessed fair value at grant date of rights granted during the period is noted below. Fair value varies depending on the period to vesting
date. The fair values at grant dates were independently determined using a Monte Carlo simulation pricing model that takes into account the
exercise price, the term of the rights, the impact of dilution, the fair value of shares in the Company at grant date and expected volatility of
the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right. The fair values and model inputs for
performance rights granted during the period included:
(a) Fair value of performance rights granted
(b) Grant date
(c) Expiry date
(d) Share price at grant date
(e) Expected price volatility of the Group’s shares
(f) Expected dividend yield
(g) Risk-free interest rate
2023 LTI Plan
Rights (TSR)
$0.44
16-Nov-22
16-Nov-26
$0.65
76.84%
6.15%
3.37%
2023 LTI Plan
Rights (EPS)
$0.46
16-Nov-22
16-Nov-26
$0.65
76.84%
6.15%
3.37%
The expected price volatility is based on the historic volatility (based on the remaining life of the performance options), adjusted for any
expected changes to future volatility due to publicly available information.
Where rights are issued to employees of subsidiaries within the Group, the subsidiaries compensate the Company for the amount recognised as
an expense in relation to these rights.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H4 Share-Based Payments
(a) Long Term Incentive Plan
The Myer Long Term Incentive Plan (LTI plan) is an incentive that is intended to promote alignment between executive and shareholder
interests over the longer term. Under the LTI plan, performance rights and options may be offered annually to the Chief Executive Officer and
nominated executives. The employees invited to participate in the plan include executives who are considered to play a leading role in
achieving the Group’s long-term strategic and operational objectives.
Each right and option offered is an entitlement to one fully paid ordinary share in the Company, subject to adjustment for capital actions, on
terms and hurdles determined by the Board, including hurdles linked to Company performance and service. Performance options vest and are
automatically exercised on a net settlement basis.
The LTI plan is delivered via a grant of performance rights or options. The number of performance rights or options that vest is not determined
until after the end of the performance period. The performance right or option will therefore not provide any value to the holder between the
date the performance right or option is granted and after the end of the vesting period, if the performance hurdles and service conditions are
satisfied. Performance rights and options do not carry entitlements to ordinary dividends or other shareholder rights until the end of the vesting
Set out below is a summary of performance rights and options granted under the plan:
period.
2023
Total
2022
Performance rights
Performance options
Weighted average exercise price
Performance rights
Performance options
Total
Balance
30 July 2022
Granted
Exercised
lapsed
29 July 2023
20,655,386 7,361,928 - (779,352)
27,237,962
24,257,291
- (9,329,267) (12,128,646)
2,799,378
44,912,677 7,361,928 (9,329,267) (12,907,998)
30,037,340
$0.30
$0.00
$0.55
$0.52
$0.05
Expired and
Balance
Balance
31 July 2021
Granted
Exercised
lapsed
30 July 2022
Expired and
Balance
17,128,531
6,514,842 (2,987,987)
- 20,655,386
54,303,324 - - (30,046,033) 24,257,291
71,431,855
6,514,842 (2,987,987) (30,046,033) 44,912,677
Weighted average exercise price
$0.36
$0.00
$0.00
$0.42
$0.30
The weighted average remaining contractual life of share rights and options outstanding at the end of the period was 1.0 year (2022: 1.0 year).
Fair value of performance rights granted
The assessed fair value at grant date of rights granted during the period is noted below. Fair value varies depending on the period to vesting
date. The fair values at grant dates were independently determined using a Monte Carlo simulation pricing model that takes into account the
exercise price, the term of the rights, the impact of dilution, the fair value of shares in the Company at grant date and expected volatility of
the underlying share, the expected dividend yield and the risk-free interest rate for the term of the right. The fair values and model inputs for
performance rights granted during the period included:
(a) Fair value of performance rights granted
(b) Grant date
(c) Expiry date
(d) Share price at grant date
(e) Expected price volatility of the Group’s shares
(f) Expected dividend yield
(g) Risk-free interest rate
2023 LTI Plan
2023 LTI Plan
Rights (TSR)
Rights (EPS)
$0.44
16-Nov-22
16-Nov-26
$0.65
76.84%
6.15%
3.37%
$0.46
16-Nov-22
16-Nov-26
$0.65
76.84%
6.15%
3.37%
The expected price volatility is based on the historic volatility (based on the remaining life of the performance options), adjusted for any
expected changes to future volatility due to publicly available information.
Where rights are issued to employees of subsidiaries within the Group, the subsidiaries compensate the Company for the amount recognised as
an expense in relation to these rights.
89 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H4 Share-Based Payments (continued)
(a) Long Term Incentive Plan (continued)
Modification of the FY21 and FY22 LTI Plans
During the period the Board exercised its discretion under the FY21 and FY22 LTI plans with respect to the terms upon which performance rights
were granted.
In relation to the FY21 LTI plan, the Board resolved to reduce the continuous service condition period of one-year following the end of the
performance period and subsequent allocation of restricted shares (expected to be on or around 30 September 2024), to 31 January 2024.
There was no change in fair value on the date of this modification and the revised service period has been accounted for prospectively from
the date of modification.
In relation to the FY22 LTI plan, the Board resolved to remove the continuous service condition period of one-year following the end of the
performance period and subsequent allocation of restricted shares (expected to be on or around 30 September 2025), to 30 September 2024.
There was no change in fair value on the date of this modification and the revised service period has been accounted for prospectively from
the date of modification.
(b) Transformation Incentive Plan
The Transformation Incentive (TI) plan was introduced to replace the normal STI plan for a period of two years, starting in FY21. Under the TI
plan, the Chief Executive Officer and nominated executives receive 50% of the annual TI achieved in cash and 50% in equity.
FY21 TI Plan
The FY21 TI plan delivered the equity component via deferred rights, 50% subject to a one-year deferral period and 50% subject to a two-year
deferral period. On vesting following the end of the deferral periods, the rights automatically convert into ordinary shares on a one for one
basis at an exercise price of nil. There is no entitlement to receive dividends nor any voting rights in relation to the deferred rights during the
vesting period. If an executive ceases to be employed by the Group within this period, the rights will be forfeited, except in circumstances that
are approved by the board on a case-by-case basis.
During the period, 50% of the total deferred rights awarded automatically converted into ordinary shares and were issued to executives
following completion of the one-year deferral period.
FY22 TI Plan
The FY22 TI plan delivered the equity component via rights to deferred shares, 50% subject to a one-year disposal restriction and 50% subject to
a two-year disposal restriction. During the period deferred shares totalling 1,595,176 were allocated to executives, determined by dividing the
dollar value of the right to deferred shares component of the FY22 TI plan award by the volume weighted average price of the Company’s
shares over the five trading days immediately following the release to the market of the Company’s full year FY22 results. The deferred shares
carry rights to dividends and voting rights and rank equally in all respects with other ordinary shares already on issue on the date of allocation,
except for entitlements which had a record date before the date of allocation.
(c) Short Term Incentive Plan
Under the Group's FY23 Short Term Incentive (STI) plan, the Chief Executive Officer and nominated executives receive 75% of the award
achieved in cash and 25% in the form of rights to deferred shares. The number of deferred shares allocated will be determined by dividing the
dollar value of the deferred shares component of the STI plan award by the volume weighted average price of the Company’s shares over a
period of trading days determined by the Board following the release to the market of the Company’s full year FY23 results. The deferred
shares are subject to a one-year disposal restriction from the date of allocation.
(d) 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:
Rights and options issued under the LTI Plan
Rights issued under the TI and STI Plan
2023
$m
3.9
0.4
2022
$m
3.1
0.8
Share-based payment transaction expenses represent the amount recognised in the period in relation to share-based remuneration plans.
Where expectations of the number of rights or options expected to vest changes, the life to date expense is adjusted, which can result in a
negative expense for the period due to the reversal of amounts recognised in prior periods.
Accounting policy
Share-based compensation benefits are provided to employees through the Myer Long Term Incentive Plan (LTI plan), Transformation
Incentive Plan (TI plan) and Short Term Incentive Plan (STI plan).
The fair value of rights and options granted under a plan are 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 rights and options granted, which includes any
market performance conditions but excludes the impact of any services 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 rights and options that are expected to vest. The total
expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end
of each period, the Group revises its estimates of the number of rights or options that are expected to vest based on the non-market vesting
conditions. It recognises the impact of revisions to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
The LTI, TI and STI plans are administered by the Myer Equity Plan Trust (refer to note G1). When rights or options are vested, the trust transfers the
appropriate number of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly
to equity.
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90 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H5 Remuneration of Auditors
During the period, the following fees were paid or payable for services provided by the auditor of the Group, and its related practices:
(a) PwC Australia
(i) Assurance services
Audit services
Audit and review of financial statements
Other assurance services
Audit of rent certificates
Total remuneration for audit and other assurance services
(ii) Taxation services
Tax compliance services
(iii) Other services
Consulting services
Total remuneration of PwC Australia
(b) Overseas practices of PwC
(i) Assurance services
Audit services
Audit and review of financial statements
Total remuneration for overseas practices of PwC
H6 Events Occurring After the Reporting Period
2023
$
2022
$
553,481
498,260
37,211
590,692
40,769
539,029
3,500
3,000
22,440
616,632
-
542,029
73,026
73,026
71,796
71,796
Dividends on the Company's ordinary shares
The directors have determined to pay a final dividend of 1.0 cent per share, fully franked at the 30% corporate income tax rate, payable on 16
November 2023 for the period ended 29 July 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
H5 Remuneration of Auditors
During the period, the following fees were paid or payable for services provided by the auditor of the Group, and its related practices:
Total remuneration for audit and other assurance services
Audit and review of financial statements
(a) PwC Australia
(i) Assurance services
Audit services
Other assurance services
Audit of rent certificates
(ii) Taxation services
Tax compliance services
(iii) Other services
Consulting services
Total remuneration of PwC Australia
(b) Overseas practices of PwC
(i) Assurance services
Audit services
Audit and review of financial statements
Total remuneration for overseas practices of PwC
H6 Events Occurring After the Reporting Period
Dividends on the Company's ordinary shares
November 2023 for the period ended 29 July 2023.
2023
$
2022
$
553,481
498,260
37,211
590,692
40,769
539,029
3,500
3,000
22,440
616,632
-
542,029
73,026
73,026
71,796
71,796
The directors have determined to pay a final dividend of 1.0 cent per share, fully franked at the 30% corporate income tax rate, payable on 16
91 — Myer Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 29 July 2023
I. Other Accounting Policies
This section provides a list of other accounting policies adopted in the preparation of these consolidated financial statements. Specific
accounting policies are disclosed in their respective notes to the financial statements. This section also provides information on the impacts of
new accounting standards, amendments and interpretations, and whether they are effective in the current or future reporting periods.
The principal accounting policies adopted in the preparation of these consolidated financial statements ('financial statements' or 'financial
report') are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial
statements are for the consolidated entity consisting of Myer Holdings Limited and its subsidiaries ('Group').
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Myer Holdings Limited is a for-profit entity for the
purpose of preparing the financial statements.
Compliance with IFRS
The consolidated financial statements of Myer Holdings Limited group also comply 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, except for financial assets and liabilities (including
derivative instruments), which have been measured at fair value through profit or loss.
Working capital position
As at 29 July 2023, the Group has a net current liability position of $55.3 million, which includes cash and cash equivalents of $179.7 million. The
net current liability includes the recognition of current lease liabilities of $154.3 million from the adoption of AASB 16 Leases. The Group has
available borrowing facility of $35.3 million, which when combined with the orderly realisation of inventory above cost will enable the Group to
pay its debts as and when they become due and payable.
(b) Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, except where
otherwise stated, amounts in the consolidated financial statements have been rounded off to the nearest hundred thousand dollars.
(c) New accounting standards and interpretations
New and amended standards adopted by the Group
The Group note that none of the new standards or amendments to existing standards that are mandatory for the first time for the 29 July 2023
reporting period materially affect any of the amounts recognised in the current period or prior period, and are not likely to significantly affect
future periods.
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92 — Myer Annual Report 2023
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(a)
the financial statements and notes set out on pages 55 to 91 are in accordance with the Corporations Act 2001
(Cth), including:
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory
professional reporting requirements; and
giving a true and fair view of the consolidated entity’s financial position as at 29 July 2023 and of its
performance for the financial period ended on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended
closed group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue
of the deed of cross guarantee described in note G2.
Note I. (a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board.
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 (Cth).
This declaration is made in accordance with a resolution of the Directors.
JoAnne Stephenson
Chairman
Melbourne, 14 September 2023
Independent auditor’s report
To the members of Myer Holdings Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Myer Holdings Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial position as at 29 July 2023 and of its financial
performance for the period 31 July 2022 to 29 July 2023
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
the consolidated balance sheet as at 29 July 2023
the consolidated statement of comprehensive income for the period then ended
the consolidated statement of changes in equity for the period then ended
the consolidated statement of cash flows for the period then ended
the consolidated income statement for the period then ended
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information
the directors’ declaration.
Basis for opinion
●
●
●
●
●
●
●
our report.
opinion.
Independence
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial report section of
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(Cth), including:
(a)
the financial statements and notes set out on pages 55 to 91 are in accordance with the Corporations Act 2001
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory
professional reporting requirements; and
giving a true and fair view of the consolidated entity’s financial position as at 29 July 2023 and of its
performance for the financial period ended on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended
closed group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue
of the deed of cross guarantee described in note G2.
Note I. (a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board.
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 (Cth).
This declaration is made in accordance with a resolution of the Directors.
JoAnne Stephenson
Chairman
Melbourne, 14 September 2023
93 — Myer Annual Report 2023
Independent auditor’s report
To the members of Myer Holdings Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Myer Holdings Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial position as at 29 July 2023 and of its financial
performance for the period 31 July 2022 to 29 July 2023
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
●
●
●
●
●
●
●
the consolidated balance sheet as at 29 July 2023
the consolidated statement of comprehensive income for the period then ended
the consolidated statement of changes in equity for the period then ended
the consolidated statement of cash flows for the period then ended
the consolidated income statement for the period then ended
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial report section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
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94 — Myer Annual Report 2023
Our audit approach
Key audit matters
An audit is designed to provide reasonable assurance about whether the financial report is free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or
in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial report as a whole, taking into account the geographic and management structure of the Group,
its accounting processes and controls and the industry in which it operates.
Materiality
● For the purpose of our audit we used overall Group materiality of $4.46 million, which represents
approximately 5% of the Group’s profit before tax.
● We applied this threshold, together with qualitative considerations, to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the
financial report as a whole.
● We chose Group profit before tax because, in our view, it is the benchmark against which the performance
of the Group is most commonly measured.
● We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds.
Audit Scope
● Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the current period. The key audit matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made
in that context. We communicated the key audit matters to the Audit, Finance and Risk Committee.
Key audit matter
How our audit addressed the key audit matter
Carrying value of the Myer brand name
Our audit procedures included, amongst others:
(Refer to note C2)
The Group holds an indefinite life brand name for
assets to the CGU was consistent with our
Myer of $232.8 million, as at 29 July 2023. The brand
knowledge of the Group’s operations and internal
is allocated to the Myer Cash Generating Unit (CGU).
Group reporting
• Evaluating whether the allocation of the Group’s
The Group performed an impairment assessment for
the CGU, by preparing a financial model to determine
if the carrying value of the assets is supported by
forecast future cash flows, discounted to present
value (the “model”).
• Evaluating the appropriateness of the Group’s
method for developing the estimate of the
recoverable amount.
• Comparing the Group’s forecast cash flows to the
Board approved budget.
We considered the carrying value of the Myer brand
name to be a key audit matter due to the size of the
balances and the significant judgements applied by
the Group in estimating future cash flows.
• Assessing the significant forecast cash flow
assumptions, for appropriateness with reference
to external market data where possible.
• Assessing the Group’s historical ability to forecast
cash flows by comparing the forecast cash flows
to actual results for the past three years.
•
Together with PwC valuation experts, comparing
the terminal growth rate and discount rates used
in the model to external market data.
• Evaluating the reasonableness of the Group's
disclosures in the financial report considering the
requirements of the Australian Accounting
Standards.
95 — Myer Annual Report 2023
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the current period. The key audit matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made
in that context. We communicated the key audit matters to the Audit, Finance and Risk Committee.
Key audit matter
How our audit addressed the key audit matter
Carrying value of the Myer brand name
(Refer to note C2)
Our audit procedures included, amongst others:
The Group holds an indefinite life brand name for
Myer of $232.8 million, as at 29 July 2023. The brand
is allocated to the Myer Cash Generating Unit (CGU).
• Evaluating whether the allocation of the Group’s
assets to the CGU was consistent with our
knowledge of the Group’s operations and internal
Group reporting
The Group performed an impairment assessment for
the CGU, by preparing a financial model to determine
if the carrying value of the assets is supported by
forecast future cash flows, discounted to present
value (the “model”).
• Evaluating the appropriateness of the Group’s
method for developing the estimate of the
recoverable amount.
• Comparing the Group’s forecast cash flows to the
Board approved budget.
We considered the carrying value of the Myer brand
name to be a key audit matter due to the size of the
balances and the significant judgements applied by
the Group in estimating future cash flows.
• Assessing the significant forecast cash flow
assumptions, for appropriateness with reference
to external market data where possible.
• Assessing the Group’s historical ability to forecast
cash flows by comparing the forecast cash flows
to actual results for the past three years.
•
Together with PwC valuation experts, comparing
the terminal growth rate and discount rates used
in the model to external market data.
• Evaluating the reasonableness of the Group's
disclosures in the financial report considering the
requirements of the Australian Accounting
Standards.
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96 — Myer Annual Report 2023
Net realisable value of inventory
(Refer to note B2)
The Group held inventory of $371.3 million at 29 July
2023. Inventories are valued at the lower of cost and
net realisable value.
The Group recognises a provision where it expects
the net realisable value of inventory to fall below its
cost price.
We considered this a key audit matter because the
Group applies significant judgements and
assumptions in forecasting future selling prices to
estimate the value of inventory likely to sell below
cost in the future.
Our audit procedures included, amongst others:
• Assessing the Group’s inventory provisioning
policy by considering the levels of aged inventory
and the Group’s inventory clearance strategy.
•
Testing the mathematical accuracy of key data
included in the calculation of the Group’s
inventory provision.
• Comparing the selling price (net realisable value)
subsequent to period end to the recorded cost, for
a sample of inventory items.
• Evaluating the reasonableness of the Group's
disclosures in the financial report considering the
requirements of the Australian Accounting
Standards.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report for the period ended 29 July 2023, but does not include the financial report and
our auditor’s report thereon. Prior to the date of this auditor's report, the other information we obtained
included the directors' report. We expect the remaining other information to be made available to us after the
date of this auditor's report.
Our opinion on the financial report does not cover the other information and we do not and will not express
an opinion or any form of assurance conclusion thereon through our opinion on the financial report. We have
issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
When we read the other information not yet received, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to the directors and use our professional judgement to
determine the appropriate action to take.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 31 to 53 of the directors’ report for the period
ended 29 July 2023.
In our opinion, the remuneration report of Myer Holdings Limited for the period ended 29 July 2023 complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
PricewaterhouseCoopers
Alison Tait Milner
Partner
Melbourne
14 September 2023
97 — Myer Annual Report 2023
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 31 to 53 of the directors’ report for the period
ended 29 July 2023.
In our opinion, the remuneration report of Myer Holdings Limited for the period ended 29 July 2023 complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
PricewaterhouseCoopers
Alison Tait Milner
Partner
Melbourne
14 September 2023
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98 — Myer Annual Report 2023
Shareholder
information
As at 15 September 2023.
Myer has one class of shares on issue (being ordinary shares). All the Company’s shares are listed on the Australian Securities
Exchange.
Focus Area
Issued Capital
Number of Shareholders
Minimum Parcel Price
Holders with less than a marketable parcel
Distribution of shareholders and shareholdings
Range
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable parcels
Number
821,278,815
40,457
$0.640
18,662
%
1.01
8.54
6.33
31.88
52.24
100.00
Units
656,435,902
105,901,760
20,419,760
28,397,995
10,123,398
%
79.93
12.89
2.49
3.46
1.23
821,278,815
100.00
Holders
408
3,455
2,559
12,899
21,136
40,457
Range
Minimum $500.00 parcel at $0.640 per unit
Minimum
Parcel Size
782
Holders
18,662
Units
7,775,775
99 — Myer Annual Report 2023
Twenty largest shareholders
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
METALGROVE PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BOND STREET CUSTODIANS LIMITED
SPROUT GROUP PTY LTD
GLADIATOR SECURITIES PTY LTD
AM GLORY PTY LTD
ACE PROPERTY HOLDINGS PTY LTD
NATIONAL NOMINEES LIMITED
RIADIS HOLDINGS PTY LTD
SRH SUPER PTY LTD
MR JOHN ANTHONY KING
PACIFIC CUSTODIANS PTY LIMITED
MR PAT O’NEILL
NETWEALTH INVESTMENTS LIMITED
WARBONT NOMINEES PTY LTD
NEWECONOMY COM AU NOMINEES PTY LIMITED
MR RAJESH PARSOTAM HARIDAS
MR YOUSSEF ELBAYEH
Total
Balance of register
Grand total
Substantial shareholders
Units
% of Units
236,433,283
99,731,661
89,792,552
23,259,756
13,413,633
8,585,031
8,270,000
6,131,195
5,160,000
4,774,642
4,000,000
3,600,000
3,582,432
3,524,293
3,478,649
3,431,155
3,282,578
3,184,386
2,800,000
2,760,779
529,196,025
292,082,790
821,278,815
28.79
12.14
10.93
2.83
1.63
1.05
1.01
0.75
0.63
0.58
0.49
0.44
0.44
0.43
0.42
0.42
0.4
0.39
0.34
0.34
64.45
35.55
100.00
%
28.79
5.99
34.78
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As at 15 September 2023, there are two substantial shareholders that Myer is aware of:
Premier Investments
Dimensional Fund Advisors
Total
Number of securities
Date of last notice
in last notice
1 September 2023
236,433,283
3 August 2023
49,251,659
The above table sets out the number and percentage of securities held by substantial shareholders in Myer as disclosed in their last
substantial shareholder’s notice. Note that those shareholders may have acquired or disposed of securities in Myer since the date of
that notice. A substantial shareholder is only required to disclose acquisitions or disposals where there has been a movement of at
least 1% in their shareholding.
Voting rights
Shareholders may vote at a meeting of shareholders in person, directly or by proxy, attorney or representative, depending on
whether the shareholder is an individual or a company. Subject to any rights or restrictions attaching to shares, on a show of hands
each shareholder present in person or by proxy, attorney or representative has one vote and, on a poll, has one vote for each fully
paid share held.
Presently, Myer has only one class of fully paid ordinary shares and these do not have any voting restrictions. If shares are not fully
paid, on a poll the number of votes attaching to the shares is pro-rated accordingly. Options and performance rights do not carry
any voting rights.
Performance options and rights
Myer has unlisted performance options and rights on issue. As at 15 September 2023, there were 23 holders of performance options
and rights.
100 — Myer Annual Report 2023
Corporate
directory
Registered office
Myer Holdings Limited
Level 7, 1000 La Trobe Street
Docklands VIC 3008
Myer postal address
Myer Holdings Limited
PO Box 869J
Melbourne VIC 3001
Company secretary
Myer customer service centre
PO Box 869J
Melbourne VIC 3001
Phone: 13 69 37 (within Australia)
Auditor
PricewaterhouseCoopers
2 Riverside Quay
Southbank VIC 3006
Securities exchange listing
Paul Morris
Myer Holdings Limited (MYR) shares are listed on the Australian
General Counsel and Company Secretary
Securities Exchange (ASX)
Shareholder enquiries:
Share registry
Link Market Services Limited
Attn: Myer Holdings Limited
Locked Bag A14
Sydney South NSW 1235
Myer shareholder information line
Australian Telephone: 1300 820 260
International Telephone: +61 1300 820 260
Facsimile: +61 2 9287 0309
www.linkmarketservices.com.au
Websites
myer.com.au
myerone.com.au
myer.com.au/investor
Find us here
Facebook.com/myer
Instagram.com/myer
Investor relations and media enquiries
Twitter.com/myer
Email: myer.corporate.affairs@myer.com.au
Sustainability
Email: sustainability@myer.com.au
Youtube.com/myer
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