MyState Limited
Annual Report 2019

Loading PDF...

Plain-text annual report

2019 Annual Report 2 Content 01 Performance Highlights Annual General Meeting Highlights Group Performance Chairman’s Report Managing Director’s Report Banking Operations Wealth Management Digital Services Risk Management Supporting the Community 02 Directors' Report Board of Directors Key Management Personnel Directors' Report Remuneration Report 03 Financial Report 6 7 8 12 16 17 18 19 20 26 28 30 36 Results for the Year 50 Notes to the Consolidated Financial Statements 55 Directors’ Declaration 91 Independent Auditor’s Report 92 Information Relating to Shareholders 97 Corporate Directory 99 Best Western Hotel, 156 Bathurst Street, Hobart on Thursday 17 October 2019 commencing at 10.30 am (Hobart Time). Corporate Governance The Board of MyState Limited is committed to upholding the highest levels of corporate governance and subscribes to the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council in order to promote investor confidence in the company and within the broader market. In addition, the Australian Prudential Regulation Authority (APRA) requires MyState Limited, as the non-operating holding company of a bank, to comply with the prudential obligations that apply directly to the bank. To this end, the Board of MyState Limited has a governance framework whereby the appropriate Board policies, meeting the APRA prudential requirements, apply across the Group. MyState Limited’s Board approved Corporate Governance Statement is available on the Company’s website and is current as at 23 August 2019. MyState Limited ABN 26 133 623 962 OUR PURPOSE OUR MISSION OUR VISION To help people achieve their dreams To make financial services simple and trustworthy OUR VALUES Integrity We do what we say, and we hold ourselves and each other accountable for our actions and our commitments. We ‘do the right thing’. Innovation We embrace change and are always looking to improve the way we do things. If there’s a better, more efficient way to do something, we’ll find it and make it happen. Courage Our actions are bold, our decision-making brave, and we won’t be scared to challenge convention. Relationships We are obsessive about customer experience and are committed to building quality customer and stakeholder relationships. We’re one team, we’re stronger together and we celebrate success. To make a genuine difference to our customers and communities every day Community We live, work and play locally. We’re passionate about the communities we serve, and we understand that everyone has a valuable contribution to make. MyState Limited Annual Report 2019 4 01 Performance Highlights MyState’s business transformation is delivering for our shareholders, customers and community. MyState Limited Annual Report 2019 6 Performance Highlights 7 Highlights We are modernising to reflect how customers want to bank. Shareholders $31.0m net profit after tax 28.75c full year dividends, fully franked Exceptional customer service 2.7 days faster loan-application turnaround compared to industry average +42 customer net promoter score (NPS) for MyState Group 5 pays services including Apple Pay, Google PayTM, Samsung Pay, Garmin PayTM and Fitbit PayTM Group Performance Underlying NPAT ($ million) Underlying earnings per share (cents) Dividends – fully franked per share (cents) 1H 2H 0 . 4 1 0 . 4 1 0 . 4 1 5 2 . 4 1 7 . 9 2 1 . 1 3 1 . 0 3 5 . 1 3 0 . 1 3 1 . 4 3 5 . 5 3 0 . 4 3 0 . 5 3 2 . 4 3 5 . 4 1 5 . 4 1 5 . 4 1 5 . 4 1 5 2 . 4 1 5 . 4 1 Customers $3.7b customer deposits Community 58% of home loan portfolio based outside Tasmania $5.0b loan portfolio 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Underlying return on average equity (%) Underlying cost to income ratio (%) Net interest income ($ million) $2.2m 100+ 1,500 invested through the MyState Community Foundation since 2001 not-for-profit organisations assisted since 2001 students participated in the MyState Student Film Festival 4 . 0 1 6 . 0 1 0 . 0 1 1 . 0 1 7 . 9 3 . 4 6 2 . 3 6 9 . 5 6 7 . 2 6 8 . 4 6 4 . 3 8 9 . 8 8 1 . 8 8 5 . 9 8 4 . 9 8 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 MyState Limited Annual Report 2019 MyState Limited Annual Report 2019Performance Highlights 8 9 Chairman’s Report At MyState conduct risk has always been an important focus and is embedded in our risk framework. The risk framework has been updated to ensure that we fully reflect the precepts identified by the Royal Commission. Operating Performance Significant Initiatives The operating result for the year under review was slightly disappointing. However, in the context of considerable progress in our transition to a digital bank and the overall circumstances of the banking sector, it was nonetheless a solid performance. Statutory net profit after tax fell 1.5% to $31 million. The result included a one–off benefit of $1.2 million arising from the sale of the financial planning business and, excluding discontinued operations, net profit after tax fell from $31.3 million to $29.8 million. The result was significantly impacted by a spike in bank bill swap rate (BBSW) linked funding costs in the first half. However, the spike abated in the second half when net profit after tax was $15.9 million, compared with $13.9 million in the first half. Earnings per share including discontinued operations fell from 34.97 cps to 34.17 cps. Whilst a strong focus on expense control was maintained, the group’s cost-to-income ratio increased from 62.7% to 64.8%. The metric was adversely impacted by growth in technology related costs and reduced income related to movements in BBSW linked funding costs. The loan book continued to grow at a rate well above system, and the overall loan book increased by 10.7%. At 30 June 2019 the loan book was $5 billion, an all-time record. At the same time it is pleasing to note that credit quality was maintained and this remains one of the key differentiators of our business. Capital adequacy ratio decreased in the year from 13.5% to 12.9%, but remains very strong. Unlike many of our peers it is pleasing to report that we have not had to make any provision for remediation costs. The wealth management business had a strong year with funds under management increasing to $1.17 billion. The directors have declared a final dividend of 14.5cps, unchanged from the previous corresponding period. • We continue to develop our digital offering and in FY19 we invested a further $5 million in technology, taking the total investment over the past five years to $25 million. Our focus is to make banking easier for our customers and at the same time, deliver operational efficiencies, enabling us to do more business without increasing costs. • The sale of the financial planning arm in June 2019 followed a review of the growth options available to us in that business. Further, whilst comfortable that we were appropriately managing conflicts of interest, we came to the view that returns did not justify the attendant risks. • The Board has approved a revised business plan for the funds management business that will see an enhanced technology offering for customers. It is anticipated that we will reduce the number of funds and target a range of initiatives to improve scale and the returns to investors in our funds. The Royal Commission into Banking and Financial Services MyState was not called on to submit any evidence at the Royal Commission. However, we have critically examined our business in the light of the following recommendations that were applicable to us. Role of mortgage brokers The Royal Commission recommended a number of changes to the responsibility of mortgage brokers and their remuneration arrangements. We support the changes but hope that they will be implemented in a manner that does not diminish the important role that brokers play in facilitating competition in banking. The Royal Commission upheld the Banking Code of Practice as a good self-governance tool for the industry. MyState is a signatory to the Code and is committed to ensuring that we fully comply with both its key principles but also its spirit. Remuneration Practices The Royal Commission observed that incentive remuneration arrangements could influence behaviours and customer outcomes. MyState has undertaken a comprehensive review of incentive remuneration at all levels of the organisation. Our incentive plans have risk, compliance and customer outcome gateways, we have adopted the applicable Sedgwick recommendations and are fully compliant with BEAR requirements. Conduct Risk The Royal Commission made a particular emphasis on conduct risk, detailing six fundamental precepts. At MyState conduct risk has always been an important focus and is embedded in our risk framework. This has been updated to ensure that we fully reflect the precepts identified by the Royal Commission. Culture & Governance self-assessment The commission recommended that financial entities undertake an assessment of culture and governance. MyState will engage an external party to facilitate this review and we anticipate that it will be completed in FY20. Conflicts of Interest The Royal Commission noted the importance of appropriate management of conflicts on interest. MyState has at all times sought to ensure that our governance processes appropriately manage conflicts of interest. Banking Executive Accountability Regime The application of the legislated Banking Executive Accountability Regime (BEAR) involved strengthening governance around accountability and providing greater visibility between accountability and remuneration. MyState was fully compliant with the BEAR regime on 1 July 2019, with accountability documentation lodged and approved by APRA. Changes to remuneration arrangements that form part of BEAR have also been fully implemented. Remuneration Matters In recent times there has been much written about bank remuneration arrangements and the potential for them to lead to unacceptable customer outcomes. We have undertaken a comprehensive review of remuneration arrangements across the business to ensure Miles Hampton Chairman Statutory net profit after tax 5 year investment in technology $31.0m $25.0m The operating result for the year under review was slightly disappointing. However, in the context of considerable progress in our transition to a digital bank and the overall circumstances of the banking sector, it was nonetheless a solid performance. MyState Limited Annual Report 2019 MyState Limited Annual Report 2019Performance Highlights 10 that our remuneration structures do not inadvertently frame behaviours that work against good customer outcomes. At the executive level we maintain risk, compliance and customer outcomes overlays to variable remuneration that ensure that even if defined performance metrics are achieved, the board can cause variable remuneration payments to be diminished or forfeited. Below the executive level we have undertaken a comprehensive review of remuneration structures in light of the findings of the Sedgwick Review. Where necessary we have made changes to ensure that our variable pay structures support good customer outcomes. Competition in Banking maximum extent possible, changes to the regulatory regime do not disproportionately impact smaller players. Board changes During the year non-executive director Peter Armstrong retired from the Board following a distinguished career that included serving as chairman and director of some of our formational credit unions. We acknowledge the contribution that Peter made to our business and we wish him well in retirement. We welcomed Vaughn Richtor to the Board in September 2019. Vaughn is a highly experienced bank chief executive with significant experience and success in digital banking both in Australia and overseas. The competitive landscape continues to be balanced against smaller players. Acknowledgement It is a pity that the Royal Commission failed to explicitly call out that one of the best ways of ensuring the absence of complacency that sits behind so many of its egregious findings was to improve the competitive landscape. Apart from the obvious scale disadvantage, smaller banks have to maintain higher capital ratios to fund their loan books and their funding costs are inevitably higher. At the same time we are seeing significant growth in non-bank lending which is placing additional pressure on all players, but particularly the smaller banks. I would like to acknowledge the contribution of my fellow board members in the face of the ever-increasing demands being placed on bank directors. I also acknowledge the focus of the executive team on building a digital bank and the contribution of our people who are committed to delivering unparalleled service for our customers. While new regulations arising from the Royal Commission recommendations will rightly aim to enforce greater industry accountability, it is to be hoped that consideration will be given to ensuring that, to the Miles Hampton Chairman MyState Limited Annual Report 2019Performance Highlights 12 13 Managing Director’s Report During the year we continued our strategy of developing our digital banking capability, which allows our customers to bank where they want, whenever they want. Anticipating customers’ demands for more convenient, secure financial services, we have expanded and enhanced the customer experience to make it easy for people to manage their money. Ratings agency Moody’s provides a Baa1 rating for MyState Bank, recognising the strength of our risk management systems and the strength of our capital management strategy. Our investment in technology continues to focus on serving human needs, delivering our customers superior service and greater access to our full suite of banking and wealth management products. MyState’s return on average equity at the end of the year was 9.7%, which remained high compared to regional bank peers. Banking overview The financial services industry is changing faster than any other time in history. Today we have an increasing proportion of customers using online and mobile services, without a need for support through a traditional branch network. The use of and need for cash are falling rapidly. We have improved our services by streamlining processes, reorganising our business structure to deepen customer relationships and provide a highly differentiated customer experience. Most importantly, our customers are telling us they like these improvements. 2019 saw this demonstrated by another improvement in MyState’s net promoter score (NPS). We continue be a leader in the banking industry with a Group score of +42, a large improvement on +27 last year, which was already a high score. Financial overview The Group’s total operating income was $120.4 million, slightly lower than $120.9 million in the previous year. The contribution of our banking business to profit was $25.9 million compared to $26.9 million. The profitability of our wealth management business increased to $5.1 million (including profit from the sale of the financial planning business), up from $4.6 million from the prior year. At 30 June 2019, MyState’s capital adequacy ratio was 12.9%, with Common Equity Tier 1 (CET1) capital at 11.1%, meaning the Group already meets APRA’s ‘unquestionably strong’ capital targets that come into effect on 1 January 2020. Strong lending growth propelled our loan book above $5 billion for the first time, supported by record applications and settlements. Having consistently delivered above-system growth for several years, we are now a much larger organisation, able to improve our economies of scale. Enhanced technology, including new finance and risk management systems, helps us to manage our business more efficiently and effectively. Systems and process improvements have led to much faster loan approval times with our turnaround times around two days faster than the industry average. Also, all of our banking products are able to be originated online, making our bank a truly national bank. Our successful channel strategy has helped build scale across Australia’s eastern seaboard. Our loan book in New South Wales now represents 21.8% of the portfolio, Victoria 17.3% and Queensland 15.8%. While our Tasmanian book is growing, the proportion it represents reduced to 41.8%, decreasing our concentration risk on a single state economy. Customer deposits increased to $3.7 billion. This strong 12.1% growth from $3.3 billion last year was driven by the success of new online deposit products. These contemporary services have been well received and include personal accounts with a range of payment options. We have a wonderful brand in MyState Bank and continue to invest heavily in building brand awareness across new markets through more targeted marketing campaigns. During the year, the banks’ funding costs were heavily impacted by elevated wholesale funding rates. As a result, the net interest margin declined to 1.80%. Wholesale funding costs reduced towards the end of the financial year as expectations of a Reserve Bank cash rate cut reduced pressure on margins. As we move forward, we will increase the proportion of customer deposits that we hold and reduce reliance on wholesale funding markets, which we consider will allow us to manage our net interest margin more actively. Simplified wealth management business In June 2019, we took the decision to divest our retail financial planning business, simplifying our operations. While this decision was difficult, we felt it was in our best interest as the risk profile of this business was changing, particularly following the Hayne Royal Commission. We were pleased to receive what we considered a premium for the business, reflecting its quality. We are investing heavily in a multi-year project that will improve the product and digital experience for our funds management customers. We are moving to a new platform for our funds management operations to increase the scalability and service levels of the business. This is an incredibly exciting project that will support the national expansion of our business while allowing customers and investors to manage portfolios online and take advantage of the new products and services that we are developing. Our income funds performed well, and funds under management increased to a new decade-high of $1.17 billion. Customer deposits +12.1% Customer NPS +42 Loan portfolio $5.0b Melos Sulicich Managing Director and Chief Executive Officer MyState Limited Annual Report 2019Performance Highlights 15 Our people We are operating in a fast-changing environment and are building a competitive advantage through technology and nimble processes, including continual changes to our business structure to serve customers. However, while technology and process improvement are critical to our business, it is the quality of our people that really make the difference. During the year we strengthened our executive team, adding additional banking distribution, digital and marketing skills. The change that the banking industry is going through is exciting and unprecedented. It means that traditional skills of customer engagement and risk management are augmented by increased analytical, digital and automation skill sets that are part of a new world that did not exist in our business just a few years ago. It’s exciting but challenging at the same time as we continually move to change the shape of our business to a much more contemporary model. I would like to take this opportunity to congratulate our team which provides the superior service that delights our customers. We have a strong customer- centric culture with high levels of engagement and responsiveness, and I thank all our people for their dedication and passion. Building customer trust The Hayne Royal Commission has seen significantly heightened regulatory oversight across the financial services industry. While there was no specific impact on MyState, we continued to invest in risk management processes, systems and people to ensure the highest standards of compliance are delivered with the customers’ needs firmly at the centre of all of our decision-making. Through the Australian Banking Association, the banking industry has launched a revitalised Banking Code of Practice, with the newest version of the code taking effect on 1 July 2019. The new Code provides an ethical, customer-oriented and sustainable framework. It sets clear standards of conduct for banks, their staff and representatives, and aims to set a new standard of customer service for the banking industry. MyState Bank is proud to be a voluntary signatory to the Code, and one of the smallest banks to make this large commitment, ensuring our customers get the very best of service and peace of mind. During the year we strengthened our whistleblower program and we continue to provide a Customer Advocate service, offering an independent review for customer feedback and customer complaints. However, the increased regulatory oversight has had other consequences that disproportionately impacted smaller banks. There remains work to be done by the government to ‘level the playing field’ and reduce some of the challenges faced by the smaller banks. Summary We remain focused on helping our customers achieve their dreams. We are well positioned both financially and strategically, with a strong balance sheet. As the shift to digital services continues, our investments build our competitive edge and allow us to improve and enhance the products and services that we offer our customers as well as reduce average service costs. As regulation changes and new entrants emerge, we believe we are well positioned to grow our share of Australians' everyday banking. House prices appear to be stable or improving, and we remain focused on continuing to grow the business. Our strategy of pursuing low risk, owner-occupied lending with a loan-to-valuation ratio of less than 80% remains in place, and we have a clear expansion opportunity across Australia’s eastern seaboard. We are excited by the potential to extend our funds management business nationally through development of a modern, scalable platform, which creates a new market for our income funds products. We intend to make some exciting and significant changes to this business model in the coming period. We continue to build deep customer relationships and place customers at the centre of everything we do. I would like to thank my hardworking team for their outstanding work, commitment and enthusiasm in delivering better outcomes for our customers during the year. I’d also like to thank my hardworking and extremely dedicated board for their focus and help in enabling the executive to continue to deliver on an ambitious growth strategy. Melos Sulicich Managing Director and Chief Executive Officer MyState Limited Annual Report 2019Performance Highlights 16 Banking Operations Banking customers 136,500 Wealth Management Over the financial year, the number of banking customers that we serve increased to 136,500. This achievement reflected having more customers with mortgages across Australia and rapid acceptance of our new online transaction and term deposit accounts. Our strategic investment in technology has delivered a full- service online and mobile banking platform, extending the availability of our services. Online origination for home loans has expedited the experience for home loan applicants. New, innovative deposit products proved popular, including the Glide monthly fee-free transaction account, Bonus Saver deposit account and online term deposits. We understand that customers would like to do some things themselves, and MyState’s apps offer greater convenience, a broader range of features and simple-to-use, intuitive features so people can check balances, pay bills and transfer funds at their convenience. This digital experience is supported by fast processing of payments across the New Payments Platform, e-statements, a customer contact centre and regular personal and digital communication. We provide the ability to make day-to-day tap and go payments using any device that offers these services. We are among the few banks in Australia that offer Apple Pay, Google Pay, Samsung Pay, Garmin Pay and Fitbit Pay. Our digital platform has also reduced our cost to serve, providing low cost, low maintenance offerings that are secured by a range of security features such as electronic and manual verification. Customers can securely open new accounts and process transactions in minutes. Behind the scenes, we are also investing heavily in cyber security and fraud detection measures to protect our customers, their money, their data and information. This is an increasingly important area that is evolving quickly, and our aim is to ensure we are at the forefront of the industry as it evolves. Home loan growth Our successful lending strategy continued, with new loans boosting the home loan book from $4.36 billion to $4.85 billion during the year. This included significant growth in the lower than 80% loan-to-valuation ratio loan category favoured by our prudent lending practices. Our strategy of engaging with mortgage brokers ensures this important channel continues to support our expansion plans, in concert with our online capabilities and the direct services provided through branches which remain strong in our traditional heartland areas. We are focused on sustainable growth, and strong risk management practices ensure we maintain exceptional credit quality. Our arrears remain well below those of our regional peers and the benchmark for major banks. Our 90 day arrears were 0.26%, close to historical lows. During the year we consolidated our banking brands, rebranding The Rock as MyState Bank. This enabled our Central Queensland customers to benefit immediately from improved, simplified digital services. We now offer a consistent suite of banking products and services nationwide. Funding MyState maintains a broad range of funding sources, and at the end of the year the proportion of funding provided by customer deposits was 68.6%, wholesale funding 6.9% and securitisation 24.5%. We provide the ability to make day-to-day tap and go payments using any device that offers these services. Digitisation creates growth opportunity Digital transformation MyState’s wealth management business, Tasmanian Perpetual Trustees (TPT), is one of Australia’s oldest and most respected providers of wealth solutions. TPT offers simple, contemporary financial products for customers that want to ensure their investments and estates are safe and well managed. Funds management Our funds management business offers risk-sensitive income funds that have an important role supporting investors desiring consistent and reliable income. These extend from retirees through to wholesale clients, such as charities and local councils. MyState’s funds management business performed very well in 2019, attracting new customers and investors. Growth and investment returns have helped to increase funds substantially over the past ten years, and we completed the year with $1.17 billion in funds under management, our highest total since 2009. Trustee services and financial planning 2019 saw the divestment of our financial planning arm, simplifying our operations. We continue to provide ‘prudent person’ advice, which manages the affairs of a person’s estate after they have passed away as well as advising through our Private Client Services those trustee clients who are incapacitated. The value of estates administered in 2019 was less than the previous year when our business benefited from a number of high-value estates and probate applications. We have begun a multi-year digital transformation of our wealth business which, when complete, will offer streamlined 24x7 services. This investment will place greater control in the hands of our investors and increase transparency on the status of their investments. The first step in this transition is the move to a new administration platform. The new platform will allow customers to manage personal details, transact, top up investments, access statements and balances, and apply online for new products. These additional capabilities will expand our addressable market, as they enable the nationwide distribution of products, currently only available in Tasmania, through a cost-effective technology platform. Our initial focus for expansion will be the eastern seaboard, where there is significant opportunity. We will continue to provide the exceptional customer service that differentiates our business, supplementing personal services with fast, accurate digital systems. Funds under management $1.17b We have begun a multi-year digital transformation of our wealth business which, when complete, will offer streamlined 24x7 services. MyState Limited Annual Report 2019 MyState Limited Annual Report 2019Performance Highlights17Performance Highlights Digital Services The way we bank and manage wealth are being transformed by new technologies and devices. We are responding to our customers’ desire for products and services that simplify their lives by providing contemporary services that are intuitive and helpful. Increasingly, customers prefer the flexibility of mobile services, with more people using an app to do their banking than any other channel. In the next four years, the global use of mobile payments is expected to increase and surpass the use of credit cards and cash. The digital assets we have built are increasingly the ones that are driving our growth. The number of customers joining MyState online more than doubled in 2019, with a particular focus on everyday banking. Moving forward, an increased focus and investment in digital acquisition will aim to further build and extend our platforms. Over the next year, we will further enhance our apps, digital products, internet banking, and contact centre services as we strive to provide leading services and tools for our customers. We are innovating to increase customer self-service capability within our app and enable customers to have greater control over their account management. Investments in personal financial management capabilities will provide customers with personalised recommendations to help them better manage their money. Powered by predictive analytics, helpful insights will enable our customers to budget and plan expenditures, set targets, and actively save. As we continue to become a more data-driven business with simplified systems and processes, we are serving customers more cost-effectively. Our use of intelligent business applications, such as analytics, predictive modelling and customer relationship management (CRM), continues to deliver step-change improvements in effectiveness. Evolving our contact centre technology will see us transform to become an integrated phone and digital operation, helping power an even better customer experience. In recent years we have delivered important, large-scale technology changes and we are now benefiting from these investments in a simple, well-integrated modern platform. This positions us well to take advantage of opportunities such us Open Banking. 19 Risk Management Managing both financial and non-financial risks are an integral part of the Group’s strategy. A robust risk and customer centric culture is at the heart of everything we do. Risks are identified, managed and mitigated using our risk management framework. We consider that effective risk management can provide strategic differentiation including: Our risk management framework We examined the recommendations from the Hayne Royal Commission very closely and, where appropriate, made changes to the way we manage our business. We have a strong culture of accountability and responsibility across all business lines and have further strengthened our processes to maintain the highest standards of culture and conduct. Our approach to risk management is built on the fundamentals of the ‘three lines of defence’ governance model. This is backed by an effective risk control framework embedded in our business. We have a detailed and actively managed risk appetite and regularly examine every aspect of our operations to detect and manage all forms of financial and non-financial risk that may impact our strategy. Strategic differentiation Our risk appetite and Group strategy are developed together, supporting a consistent approach to enterprise- wide risk management and decision-making. • A prudent approach and a strong risk culture that help us deliver our strategic intent. • Robust controls that make sure risks are identified, managed and mitigated effectively. • Enhanced risk accountability that ensures business units in the first line of defence are accountable and supported by strong oversight and challenge from our risk professionals in the second line of defence. • Effective risk reporting and analytics that provide insight into events that may impact the Group’s risk appetite and ability to deliver strategic outcomes. This includes enhanced reporting and accountability at the first line of defence through the introduction of divisional risk management committees. • Supporting sustainable growth through a risk culture that provides both proactive support and constructive challenges. This framework helps ensure we support our mission and deliver the best outcomes for MyState and our customers. We are responding to our customers’ desire for products and services that simplify their lives by providing contemporary services that are intuitive and helpful. We were awarded Mozo selected MyState Bank as the best choice for Small Business No Strings Savings MyState Limited Annual Report 2019 We have a strong culture of accountability and responsibility across all business lines and have further strengthened our processes to maintain the highest standards of culture and conduct. MyState Limited Annual Report 2019Performance Highlights18Performance Highlights 20 21 Supporting the Community Encouraging diversity MyState considers workplace diversity to be a considerable asset, fostering an inclusive culture where everyone is treated with respect. The diversity plan includes clear objectives across a range of inclusion metrics and targeted initiatives to progress the Company's position on diversity. Initiatives include: • inclusive recruitment practices; • flexible work initiatives; • additional leave options; and • access to diversity awareness programs. This year, MyState supported International Women’s Day breakfast events in Hobart and Rockhampton. The events, attended by more than 400 people, included keynote speeches by successful business owner Janine Allis in Hobart and former professional surfer Layne Beachley in Rockhampton. Reducing environmental impact The environmental outcomes of our decisions are important and we continue to reduce our use of natural resources. For example, 32% of banking customers use electronic statements, up from 20% last year, and 37% of shareholders receive annual reports, notices and announcements electronically, reducing paper consumption. We use fully recycled paper stock printed with vegetable ink for customer brochures, envelopes and stationery. During property moves, such as our Kingston branch relocation, we carefully select fixtures and fittings to minimise impact. We are passionate about the communities that we serve and believe we have a responsibility to make a difference by using our resources to help future generations. Some of the ways in which we achieve this outcome are by supporting not-for-profit, charity and community groups through the MyState Foundation, which is focused on empowering youth. Over 19 years, the Foundation has awarded over $2 million in grants to help more than 100 not-for-profit organisations. Bridgewater PCYC, Beacon Foundation, Rural Alive & Well, Camp Quality, St Vincent de Paul Society, Brave Foundation, Edmund Rice Camps Tasmania, Story Dogs, Colony 47 and CatholicCare Tasmania were among the 2019 recipients. The Foundation also supports The Smith Family, funding 100 students in the Learning for Life program for disadvantaged school children, supporting two Work Inspiration programs annually and student graduation celebrations. Our support for the Hobart Hurricanes cricket team over four seasons has helped promote MyState Bank nationally. In the 2018/2019 season we were the principal partner of the Women’s Big Bash League (WBBL) Hurricanes team and a major partner of the Big Bash League (BBL) team. We provided match day volunteers at home games and supported Hurricanes players’ visits to local schools during Community Blitz events. Another event that attracts national visitors is the MyState Bank Australian Wooden Boat Festival, a biennial event which hosted 215,000 people in Hobart over four days celebrating Tasmania’s rich maritime history. The MyState Student Film Festival, which was opened to national entrants for the first time last year, received a record 1,500 participants and 306 entries. This event provides an important forum for students to showcase their talent and visual arts creativity. Tasmanian Perpetual Trustees is a proud supporter of the Hardie Fellowship, which provides Tasmanian teachers with financial aid to broaden their professional knowledge through university study and research in the United States. MyState Foundation Foundation grants in 2019 Not-for-profit organisations helped Students supported through The Smith Family $159,637 10 100 MyState Bank Student Film Festival Festival years Festival entries Participating students 17 306 1,500 MyState Bank Australian Wooden Boat Festival Tasmanian economy contribution Festival attendees Registered boats $30.0m 215,000 504 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Performance HighlightsPerformance Highlights 22 Performance Highlights Hobart Hurricanes Seasons supported Principal partner Major partner 4 WBBL Hurricanes BBL Hurricanes International Women’s Day States Keynote speakers 2 Queensland Tasmania 2 Layne Beachley Janine Allis People attended 400+ Hardie Fellowship Trust support Funding over 16 years Educators supported 16 years $5.5m 9 MyState Limited Annual Report 2019 24 02 Directors' Report As at 30 June 2019 MyState Limited Annual Report 2019 Board of Directors Miles Hampton Chairman BEc(Hons), FCPA, FAICD Appointed 12 February 2009 Mr Hampton was appointed a Director of MyState Limited on 12 February 2009 and became Chairman on 29 October 2013. He has been a Director of Tasmanian Perpetual Trustees Limited since July 2006 and he was appointed a Director of MyState Bank Limited in September 2009. Mr Hampton was Managing Director of ASX-listed agribusiness and real estate public company Roberts Limited from 1987 until 2006. Melos A Sulicich Managing Director and Chief Executive Officer BBus, GAICD, SA FIN Appointed 1 July 2014 Mr Sulicich is Managing Director and Chief Executive Officer of MyState Limited and also a Director of the MyState Community Foundation. Mr Sulicich has extensive experience in a diverse range of businesses and industry sectors covering petrol retailing, financial services, industrial services, health care, transport and logistics. Mr Hampton has previously been a Director of public companies Ruralco Holdings Ltd, Australian Pharmaceutical Industries Ltd, Wentworth Holdings Ltd, Money3 Corporation Ltd, HMA Ltd and Gibsons Ltd. He was also a Director of Impact Fertilisers Pty Ltd, Deputy Chairman of the Van Diemen’s Land Company and Chairman of Forestry Tasmania, Hobart Water and TasWater. Mr Hampton is a member of the MyState Limited Board’s Group Audit Committee, Group Remuneration Committee and Chair of the Group Nominations and Corporate Governance Committee. From 2008 to 2013, he held the position of Chief Executive Officer of RAMS Financial Group, a subsidiary of Westpac. Prior to this, he spent eight years in general management positions for companies including Mayne Group, Adsteam Marine and the Spotless Group. From 1995 to 2000, Mr Sulicich worked in various general management positions for Colonial Group Limited, including General Manager Marketing, Director Sales and Marketing for Colonial UK Limited and General Manager, Network Financial Services. Robert L Gordon Independent non-executive Director BSc, MIFA, MAICD, FAMI Appointed 12 February 2009 Mr Gordon is currently President of the Institute of Foresters of Australia (IFA) and President of Football Federation Tasmania, having previously held the position of Managing Director, Forestry Tasmania. He has been a company director for seventeen years including six years as Chairman of connectfinancial. Mr Gordon has been a director of companies in the tourism industry, research & development, construction and infrastructure. Mr Gordon was appointed as a Director of MyState Bank on 1 July 1998. He is Chairman of MyState Community Foundation Limited and was appointed a Director of Tasmanian Perpetual Trustees Limited on 22 September 2009. He is the Chairman of MyState Limited Board’s Group Risk Committee and a member of the Group Nomination and Corporate Governance Committee and the Group Digital Business Committee. MyState Limited Annual Report 2019 Directors' Report As at 30 June 2019 27 Sibylle Krieger Independent non-executive Director LLB(Hons), LLM, FAICD, MBA Appointed 1 December 2016 Ms Krieger has over 35 years of broad commercial experience as a lawyer, economic regulator, independent consultant and non-executive director, with particular focus on heavily regulated industries. She was a partner in two large commercial law firms for 22 years and has over 12 years’ experience as a non-executive director. She is currently a non-executive director of the Australian Energy Market Operator Ltd (AEMO) and was formerly a non-executive Chair of Xenith IP Group Limited, a director of Sydney Ports Corporation, Allconnex Water, TasWater and Vector Limited (NZX:VCT), and a trustee of the Royal Botanic Gardens and Domain Trust and of Sydney Grammar School. In addition to her board roles, Ms Krieger has served as an independent consultant to private sector and government clients across diverse areas including risk management and energy security. Ms Krieger is the chair of MyState Limited Board’s Group People and Remuneration Committee and a member of the Group Risk Committee and the Group Nominations and Corporate Governance Committee. Warren Lee Independent non-executive Director BCom, CA Appointed 19 October 2017 Mr Lee has extensive experience and leadership in the international financial services industry, including 15 years at AXA in senior management positions within the company’s Australian and Asian businesses. Mr Lee's two most recent executive positions were Chief Executive Officer of the Victorian Funds Management Corporation and Chief Executive Officer, Australia and New Zealand for AXA Asia Pacific Holdings Limited. He is currently a non-executive director of Tower Limited, Go Hold Limited and Go Blank Limited. He has a Bachelor of Commerce from the University of Melbourne and is a member of Chartered Accountants Australia and New Zealand. Mr Lee is a member of MyState Limited Board’s Group Audit Committee, Group Risk Committee and Group Digital Business Committee. Stephen E Lonie Independent non-executive Director BCom, MBA, FCA, FFin, FAICD, FIMCA Appointed 12 December 2011 Currently, he is non-executive Chairman of Central Queensland mining group Jellinbah Resources Pty Ltd and is also Chairman of Apollo Tourism & Leisure Ltd and a non- executive Director of Corporate Travel Management Ltd. Mr Lonie was a former Partner of the international accounting and consulting firm KPMG, and now practices as an independent management consultant. Mr Lonie is a member of MyState Limited Board’s Group Audit Committee, Group People and Remuneration Committee and Chair of the Group Digital Business Committee. Andrea Waters Independent non-executive Director BCom, FCA, GAICD Appointed 19 October 2017 Ms Waters is an experienced auditor, accountant and non-executive director with over 30 years' experience in financial services. She is a Fellow of Chartered Accountants Australia & New Zealand and a member and accredited facilitator of the Australian Institute of Company Directors. She is a former partner with KPMG (until 2012) specialising in financial services audit. For the past seven years she has been a professional non-executive director and is currently a Director of Grant Thornton Australia Ltd, Bennelong Funds Management Group, Citywide Service Solutions Pty Ltd and Colonial Foundation. She was previously a Director of The Lord Mayor's Charitable Foundation, Chartered Accountants Australia & New Zealand, Cancer Council Victoria, CareSuper and Cash Converters International Limited (ASX:CCV). Ms Waters is the Chair of MyState’s Group Audit Committee and a member of the Group Risk Committee. Key Management Personnel David Harradine Chief Financial Officer BCom, FCA, BIIA, CIA David is a chartered accountant with over 20 years’ experience working in the financial services industry. Having worked for over 16 years with Deloitte as a partner within the chartered accounting and advisory firm, David joined MyState in 2015 as CFO. David is responsible for managing the finance, treasury, regulatory reporting, strategy and property functions for MyState. David contributes to the Tasmanian community through his board appointments to the not-for-profit community sector organisations CatholicCare and Centacare Evolve Housing. Mandakini Khanna Chief Risk Officer Post DipBusAdm, Post DipBusFin, BCom Mandakini (Mandy) is responsible for the management of the financial and non-financial risks of the MyState Limited Group. Mandy and her team have worked on strengthening risk culture and risk frameworks within MyState. This has helped build a culture of accountability across the business and sharpened the focus on customer outcomes. Mandy has over 20 years’ experience in banking and retail financial and has held senior risk management positions in GE Capital across Asia Pacific. Prior to joining MyState, Mandy was the Chief Credit Officier for GE Capital in Asia Pacific. Heather McGovern General Manager, Digital and Marketing BA Comms Heather was appointed General Manager, Digital and Marketing in March 2019 and has responsibility for the Group’s digital, innovation, customer experience, brand and marketing divisions. Heather has over 20 years’ experience in digital and marketing roles within the financial services sector having worked with American Express, the Royal Bank of Canada, National Australia Bank, Incitec Pivot and AIA Australia. Prior to joining MyState, Heather held the role of Chief Product & Marketing Officer with BankVic where she played a key role in the expansion of their digital offering. Her rich international career includes roles based in Italy and Canada as well as in Australia. Directors' Report As at 30 June 2019 29 Tony MacRae General Manager, Banking BEc Tony has responsibility for the Group’s banking division which includes retail, call centres, business and agri-business as well as the mortgage broker channel. Tony’s extensive career within the financial services sector includes his previous role of National General Manager, Westpac Retail Home Ownership Distribution where he was responsible for the strategic sales leadership of Westpac’s physical and digital salesforce. Prior, Tony held key positions with the RAMS/Westpac Group including Acting CEO of RAMS and General Manager, Third Party Distribution for Westpac. He also held senior roles with PMI and Virgin Money Australia. Tony is a Board member and Treasurer of the Royal Flying Doctor Service, South Eastern Section. Paul Moss General Manager, Technology, Operations and Product BEng(Hons) Paul is responsible for the strategic direction and delivery of MyState Limited Group’s back office processing, technology and products. He joined the company in May 2015 having previously been a Director of IT Advisory at KPMG. Prior, Paul spent 11 years at Betfair, in the UK and Australia as Director of Information Systems and Operations, focusing on strategy development, global infrastructure deployments and customer experience. Before that he occupied technical leadership positions in UK-based investment banks. Craig Mowll General Manager, Wealth Management MBA, MBSc Craig was appointed General Manager, Wealth Management in July 2018 and is responsible for the strategic, financial and ongoing management of the MyState Limited Group’s Wealth Management division, which includes investment management and trustee capabilities. Craig was previously Managing Director of Aura Group’s funds and wealth management business, following five years as the Chief Executive Officer of Certitude Global Investments. His prior roles include Director of Distribution, Product and Marketing at Credit Suisse and General Manager of Australian Distribution, Technical and Customer Service at St. George Bank. Janelle Whittle General Manager, People and Culture BCom, MHRM Janelle has overall responsibility for MyState Limited Group’s human resources, including remuneration and benefits, health and safety, recruitment and employee relations. People and Culture leads internal communications and has a key role in developing and fostering organisational culture and capability to support MyState’s growth aspirations. Janelle has over twenty years’ experience in human resource management across a number of industries including aquaculture, utilities and higher education. Her previous senior leadership positions in human resources include General Manager People and Culture at Aurora Energy, and Director Organisational Design and Change at the University of Tasmania. 30 Directors' Report Your Directors present their report on MyState Limited for the year ended 30 June 2019. • Sibylle Krieger LLB (Hons), LLM, FAICD, MBA Independent non-executive Director. Directors • Miles Hampton BEc (Hons), FCPA, FAICD • Warren Lee BCom, CA Independent non-executive Director. Chairman and independent non-executive Director. • Stephen Lonie BCom, MBA, FCA, FFin, FAICD, FIMCA • Melos Sulicich BBus, GAICD, SA FIN Managing Director – Executive Director. • Peter Armstrong BEc (Hons), Dip ED, Dip FP, CPA, FAICD (retired 22 February 2019) Independent non-executive Director. • Robert Gordon BSc, MIFA, MAICD, FAMI Independent non-executive Director. Principal Activities Independent non-executive Director. • Andrea Waters BCom, FCA, GAICD Independent non-executive Director. Company Secretary • Scott Lukianenko Ad Dip BMgmt, Grad Cert BA, GIA (Cert). Banking Services Trustee Services Funds Management • Personal, residential and business • Estate planning • Managed fund investments banking • Estate and trust administration • Transactional, internet & mobile banking • Power of attorney • Corporate trustee • Savings and investments • Insurance and other alliances MyState Limited provides banking, trustee and managed fund products and services through its wholly-owned subsidiaries MyState Bank Limited and Tasmanian Perpetual Trustees Limited. With the exception of the sale of retail Financial Planning on 28 June 2019, there have been no significant changes in the nature of the principal activities of the Group during the year. Operating and Financial Review The Group recorded a statutory profit after income tax for the year ended 30 June 2019 of $30.987m (30 June 2018: $31.461m). Dividends The Directors have declared a fully franked (at 30%) final dividend of 14.5 cents per share. The dividend will be payable on 1 October 2019 to shareholders on the register at the record date of 30 August 2019. Dividends paid in the full year ended 30 June 2019 were as follows: • In respect of the year ended 30 June 2018, a fully franked final dividend of 14.5 cents per share, amounting to $13.097m, was paid on 25 September 2018. • In respect of the half year ended 31 December 2018, a fully franked dividend of 14.25 cents per share, amounting to $12.919m, was paid on 29 March 2019. 31 Review and Results of Operations Financial performance The Group recorded a net profit after income tax for the full year ended 30 June 2019 of $30.987m, a decrease of 1.5% on the prior corresponding period ended 30 June 2018 (pcp) of $31.461m. Earnings per share decreased by 2.31% to 34.17 cents per share on the pcp and return on equity decreased 38bps to 9.70%. Group Net Profi t after Tax ($m) Operating costs increased $2.220m or 2.9% on prior year (2.0% excluding depreciation and amortisation). The Group’s Wealth business, also reported a result in line with the prior year High credit quality maintained in a period of significant growth The above system loan book growth has been delivered with a focus on low risk, owner-occupied lending with a loan-to-valuation ratio of less than 80%. The banking loan portfolio grew 10.72% reaching a $5 billion total portfolio. 30.10 31.50 31.00 30 and 90 day arrears continue to be below peers and industry benchmarks (at 0.46% and 0.26% respectively). Total book composition ($m) 4,269 4,550 5,038 63 63 66 55 72 64 51 69 65 FY17 FY18 FY19 4,076 4,358 4,852 The full year result for the Group was significantly impacted by a decrease in the net interest margin (NIM), which declined 17bps on the prior year. The decline in NIM reflected competitive pressures and the impact in the first half of an increase in the Bank Bill Swap Rate (BBSW) benchmark. However, as BBSW eased in the second half, NIM improved. The shifting market conditions led to a strong finish to FY19 with 2H19 delivering a much improved result on 1H19. MyState Bank achieved above system loan book growth, the book increasing $487.835m during FY19, compared to $282.731m in the prior year. FY17 FY18 FY19 Housing Loans Personal Loans Business / Agri / Commercial Overdrafts Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 32 Home Loan Book by LVR ($b) $0.20 $0.26 $0.39 $0.31 $0.30 $0.42 $3.05 $3.51 $0.20 $0.30 $0.37 >90% 85% - 90% +2.40% 80% - 85% <80% $3.98 h t w o r g r a e y n o r a e Y +13.51% FY17 FY18 FY19 Exposure to investor and interest only lending remains very low and within regulatory guidelines. During the period, MyState Bank continued to grow its customer base across the eastern seaboard of Australia, with the proportion of home loans outside of Tasmania increasing from 54.5% to 58.2% since 30 June 2018. Margin pressure driven by increased cost of funding Funding costs in 1H19 were significantly elevated on the prior year and were driven by BBSW benchmarked wholesale funding costs which increased substantially over norms of the last decade. Despite an increase in funding costs, variable home loan rates for customers were maintained through the first half and repricing of mortgages was delayed until 29 January 2019, when variable rate mortgages were increased by 11 - 16 bps. The repricing of mortgages helped to contribute to margin maintenance in 2H19. This outcome was further assisted by a steady reduction in wholesale funding costs late in the half, which benefited from an easing in BBSW. A rate cut was announced by the RBA in June 2019, and most of this reduction has been passed on to borrowers. Deposit rates also partly reduced at the end of June 2019 reflecting a downward move in the market following the RBA cut. Customer deposits remain important to ensuring a competitive and stable funding base and customer deposits increased $394.890m or 12.09% on the prior period. Non-interest income from banking activities Non-interest income from banking activities continued to trend in line with market and industry trends. Increased uptake of digital products and preferences for lower cost self-serve functionality also impacted non-interest income, which declined by $0.219m (1.41%) on pcp. Wealth management MyState’s wealth management business continued to provide diversity in revenue for the Group, with NPAT of $5.111m, increasing 11.96% on the pcp (inclusive of a $1.209m gain on disposal of the financial planning business). Funds under management revenue increased 1.19% on the pcp in tandem with the highest Funds Under Management (FUM) recorded for the past decade at $1.170b. Funds under management ($m) 1,153 1,170 NIM Trend 1.97% 1.97% 1,089 1.81% 1.79% 1.80% FY17 FY18 FY19 On 28 June 2019 the retail Financial Planning business was sold. FY17 FY18 1H19 2H19 FY19 Strong Capital position 13.47% 1.96% 11.52% 1.51% 0.05% Tier 1 capital Tier 2 capital Increase Decrease 1.93% 1.51% 2.29% 0.05% 0.20% 33 12.90% 1.82% 11.09% FY18 Capital initiatives Securitised assets Profi t Dividends paid Secured mortgage lending Capitalised intangibles Other asset growth FY19 The Group has maintained its strong balance sheet and the Group’s capital adequacy ratio at 30 June 2019 was 12.90%. Notwithstanding significant lending growth, this equates to a 57 bps difference on the pcp. The Group maintained 11.09% common equity tier 1 capital adequacy ratio and remains well positioned to meet APRA’s “unquestionably strong” requirements by 1 January 2020. Robust risk & regulatory framework and track record The Group has continued to invest in strengthening its risk management capability and embedding an even stronger risk culture. MyState’s approach to risk management continues to mature and is overseen by the Board and its Group Risk Committee, supported by a well-defined risk appetite statement, contemporary processes and systems and an industry standard three lines of defence model, which supports the identification, assessment, evaluation and management of risk. Conduct risk is an area of risk that has attracted much attention within the sector and MyState’s long-standing commitment to delivering great customer outcomes continues to be affirmed by our Customer Advocate, a role independent from the bank’s existing complaints resolution process and designed to ensure the most difficult customer complaints are managed appropriately and with direct access to the CEO if necessary. In addition, our commitment to our Code of Conduct has been reaffirmed by strengthening our whistle blower program. MyState adopted the new Banking Code of Practice on 1 July 2019. Core to the Banking Code are the concepts of being diligent and prudent bankers, and understanding our duty of care for all our customers. Community MyState seeks to make a genuine difference to our customers and communities each and every day. Since 2001, the MyState Foundation has awarded more than $2.2 million in grants to help more than 90 not-for- profit organisations with a focus on empowering youth. Outlook MyState Bank expects to continue to be able to achieve above system growth whilst maintaining a high quality of loan book. Margin management will continue to be important in the context of a low interest rate environment that is expected to be a feature of the industry for the foreseeable future. The business is now realising the benefits from an extended period of significant investment in digital technology platforms. The focus in FY2020 will be to continue to build customer advocacy and grow the customer base nationally, as well as pursue further operating efficiencies. Tasmanian Perpetual Trustees is expected to continue to provide further revenue diversity as the Group reinvigorates its funds management platform, introduces new services for investors and improved returns for investors. Superior customer outcomes, unlocking the benefits of investments made in digitisation of the business and a focus on disciplined execution of strategy are expected to deliver improved shareholder returns over the future period. Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 34 35 Indemnification and Insurance of Directors and Officers The Company has paid, or agreed to pay, a premium in relation to a contract insuring the Directors and Officers listed in this report against those liabilities for which insurance is permitted under Section 199B of the Corporations Act 2001. The Company has not otherwise, during or since the relevant period, indemnified or agreed to indemnify an Officer or Auditor of the Company or of any related body corporate against a liability incurred as such an Officer or Auditor. Non-Audit Services During the year, Wise Lord & Ferguson, the Company’s auditor has performed certain other services in addition to their statutory duties. Further details are set out in note 9.2 to the financial statements. The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by the Group Audit Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001, for the following reasons: • All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Group Audit Committee, to ensure that they do not impact the integrity and objectivity of the auditor; and • The non-audit services provided do not undermine the general principles relating to the auditor independence as they related to technical disclosure issues. Signed in accordance with a resolution of the Directors. Miles Hampton Chairman Hobart, dated 23 August 2019 Melos Sulicich Managing Director and Chief Executive Officer Lead auditor’s independence declaration under section 307C of the Corporations Act 2001 The Directors received the following declaration from the auditor of the Company: In relation to our audit of the financial report for the consolidated group for the financial year ended 30 June 2019, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. This declaration is in respect of MyState Limited and the entities it controlled during the period. J Doyle Partner Wise Lord & Ferguson Hobart Dated 23 August 2019 Rounding of amounts In accordance with applicable financial reporting regulations and current industry practices, amounts in this report have been rounded off to the nearest one thousand dollars, unless otherwise stated. Any discrepancies between totals and sums of components in charts contained in this report are due to rounding. State of Affairs During the financial year, there was no significant change in the state of affairs of the Company other than referred to in the review and results of operations. Events Subsequent To Balance Date In the opinion of the Directors, there has not arisen, in the period between the end of the financial year and the date of this report, any material item, transactions or event that is likely to significantly affect the operations of the consolidated entity. Likely Developments and Expected Results Directors do not foresee any material changes in the likely developments in the operations or the expected results of those operations in future financial years. Directors consider that the disclosure of additional information in respect of likely developments in the operations or the expected results of those operations may unreasonably prejudice the Company. Accordingly, this information has not been disclosed in this report. Environmental Regulation The Company is not subject to significant environmental regulation. Directors’ Meetings The number of meetings of Directors (including meetings of the Committees of Directors) held during the year and the number of meetings attended by each director are as indicated in the following table: Director Board Meetings Group Audit Committee Peter Armstrong (Retired 22/2/19) Robert Gordon Miles Hampton Sibylle Krieger Warren Lee Stephen Lonie Melos Sulicich Andrea Waters A 8 13 12 12 12 11 13 13 B 8 13 13 13 13 13 13 13 A n/a n/a 5 n/a 5 4 n/a 5 B n/a n/a 5 n/a 5 5 n/a 5 Group People and Remuneration Committee A 2 B 2 n/a n/a 3 4 n/a 4 n/a n/a 4 4 n/a 4 n/a n/a Group Nominations & Corporate Governance Committee Group Digital Business Committee Group Risk Committee A n/a 12 n/a 10 11 n/a n/a 12 B n/a 12 n/a 12 12 n/a n/a 12 A 3 4 4 1 n/a n/a n/a n/a B 3 4 4 1 n/a n/a n/a n/a A n/a 4 n/a 3 3 4 n/a n/a B n/a 4 n/a 3 4 4 n/a n/a A – Number of meetings attended | B – Number of meetings eligible to attend Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 MyState Limited Remuneration Report This Remuneration Report forms part of the Directors’ Report and outlines the Director and Executive remuneration arrangements of MyState Limited (the Company or MYS) for the year ended 30 June 2019, in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report, Key Management Personnel (KMP) are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether Executive or otherwise) of the Company. Contents 1. Key Management Personnel 2. Remuneration Strategy 2.1 Remuneration Philosophy 2.2 Consequences of Performance on Shareholder Wealth 2.3 Remuneration Governance 3. Non-Executive Director Remuneration 1. Key Management Personnel 4. Managing Director and Executive Remuneration 4.1 Total Fixed Reward 4.2 Short Term Incentive 4.3 Executive Long Term Incentive Plan 4.4 Banking Executive Accountability Regime 5. Statutory Tables 6. Shareholdings of Key Management Personnel 7. Loans to Key Management Personnel 8. Executive Employment Agreements The Key Management Personnel (KMP) of the Company in office during the year and up to the date of this report was as follows: Name | Title Non-Executive Directors Miles Hampton Chairman Peter Armstrong Robert Gordon Sibylle Krieger Warren Lee Stephen Lonie Andrea Waters Executive Directors Melos Sulicich Managing Director and Chief Executive Officer Executives Huw Bough General Manager Mortgage Broker, Business and Agri Banking Katherine Dean General Manager Retail Banking Sales and Service David Harradine Chief Financial Officer Mandakini Khanna Chief Risk Officer Paul Moss General Manager Technology, Operationsand Product Heather McGovern General Manager Digital and Marketing Anthony MacRae General Manager Banking Craig Mowll General Manager Wealth Management Janelle Whittle General Manager People and Culture MyState Limited Annual Report 2019 Movements in the 2019 Financial Year Ceased 22 February 2019 Ceased 1 February 2019 Ceased 7 December 2018 Appointed 18 March 2019 Appointed 12 February 2019 Appointed 16 July 2018 37 2. Remuneration Strategy 2.1 Remuneration Philosophy The objective of MyState Limited’s remuneration policy is to promote personal and collective behaviours that deliver sustained financial performance appropriate risk management and the, good reputation of the Group. The MYS Remuneration Policy is designed to achieve this objective by having: • Appropriately balanced measures of employee performance that inform variable performance based pay for Executives, including short and long term incentive plans; • Recognition and reward for strong performance linked to favourable customer outcomes and sustainable shareholder returns; • A considered balance between the capacity to pay and the need to attract and retain capable staff at all levels; • Ensuring that the structure of the remuneration of risk and financial control personnel, including performance based components, does not compromise the independence of these personnel in carrying out their functions;and • Short term and long term incentive performance criteria being structured within the overall risk management of the Group. The performance measures for triggering both the Group’s cash based Short Term Incentive Plan (STI) and Executive Long Term Incentive Plan (ELTIP) have been tailored to align “at-risk” remuneration and performance hurdle thresholds to the delivery of financial and operational objectives and sustained shareholder value growth. STI includes financial and non-financial metrics. ELTIP performance measures for all offers are weighted equally between relative total shareholder return (TSR) performance and absolute post tax return on equity (ROE). The relative TSR is a measure which incorporates both dividends paid and movements in share prices, whilst the post-tax underlying ROE are measures of corporate profitability. 2.3 Remuneration Governance The Group People and Remuneration Committee assists the Directors in discharging the Board’s responsibilities in relation to remuneration governance and to provide oversight to support the Company in achieving its human resource goals. The committee makes recommendations to the Board on: • Remuneration arrangements for Directors, the Managing Director and other senior Executives, having regard to comparative remuneration data in the financial services industry, independent advice and compliance with the requirements of APRA Prudential Standards and the Banking Executive Accountability Regime (BEAR); Further, the Board has an overriding discretion to reduce or clawback variable pay to mitigate unintended consequences. • Human Resource policies and practices, ratification of industrial instruments and oversight of compliance with legal and regulatory requirements; and In accordance with best practice corporate governance, the structure of Non-Executive Director remuneration is separate and distinct from Executive remuneration. 2.2 Consequences of Performance on Shareholder Wealth In considering the Company’s performance and benefits for Shareholder wealth, the Group People and Remuneration Committee has regard to the following metrics: Indicator 2015 2016 2017 2018 2019 29,719 31,062 30,080 31,461 30,987 • Oversight to ensure that the Group builds capability for strategic execution and to support the Group’s business operations and culture, including succession planning and matters such as the Company’s Employee Share Scheme and other incentive schemes for Executives and staff. The Group People and Remuneration Committee aims to ensure that there is no conflict of interest regarding Executive Director involvement in Board decisions on remuneration packages and also in monitoring the involvement of Management generally in Committee discussions and deliberations regarding remuneration policy. No Executive is directly involved in deciding their own remuneration. Underlying Profit after income tax ($'000) Underlying Earnings per share (cents) Dividends paid ($'000) Share price (dollars) Underlying Return on equity (%) Underlying Cost to Income Ratio (%) 34.04 35.52 34.04 34.97 34.17 3. Non-Executive Director Remuneration 24,880 24,886 25,042 25,794 26,016 4.83 4.13 4.85 5.01 4.49 10.4 10.6 10.0 10.1 9.7 The Company’s Non-Executive Directors (NEDs) receive only fees, including statutory superannuation, for their services and the reimbursement of reasonable expenses. They do not receive any retirement benefits other than statutory superannuation. 64.3 63.2 65.9 64.0 64.77 The Board reviews its fees to ensure the Company’s NEDs are fairly remunerated for their services, recognising the MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 38 39 level of skill and experience required to conduct the role and that the fee scale will enable the Company to attract and retain talented NEDs. The individual Executive remuneration arrangements reflect the complexity of the role, individual responsibilities, individual performance, experience and skills. The advice of independent remuneration consultants is taken to ensure that the Directors’ fees are in line with market. The aggregate remuneration paid to all the NEDs, inclusive of statutory superannuation, may not exceed the $950,000 amount fixed by Shareholders at the October 2012 Annual General Meeting of Shareholders. This “fee pool” is only available to NEDs. Each NED currently receives $88,400 per annum, inclusive of statutory superannuation, and the Chairman receives $221,000 per annum, inclusive of statutory superannuation. The Chairs of the Group’s Audit Committee and Risk Committee receive an additional $15,000 per annum, inclusive of statutory superannuation. The Chairs of the Group Technology Committee and the Group People and Remuneration Committee receive an additional $12,500, per annum, inclusive of statutory superannuation. Additionally, Members of Board Committees who are not Chairs are paid $5,000 per annum per Committee, inclusive of statutory superannuation. The Chairman’s fee is inclusive of Chairing the Group Nominations and Corporate Governance Committee, membership of the Group Audit Committee and membership of Group People and Remuneration Committee. 4. Managing Director and Executive Remuneration The Company links the nature and quantum of the remuneration of the Executive Management Team (EMT), comprising the Managing Director and Executives directly reporting to the Managing Director, to its financial and operational performance. The remuneration packages for the EMT are based on a notional Total Target Reward which, from time to time, may comprise one or more of the following: • Total fixed reward (inclusive of superannuation and salary sacrifice) (TFR); • Cash based short term incentives (STI); and • Equity based long term incentives (ELTIP). 4.1 Total Fixed Reward The Total Fixed Reward (TFR) is paid by way of cash salary, superannuation and salary sacrificed other benefits and is reviewed annually by the Group People and Remuneration Committee. External remuneration consultants are appointed on a regular basis to provide analysis and advice to the Committee to ensure that Executive remuneration is competitive and appropriately structured. 4.2 Short Term Incentive The STI is an annual “at risk” incentive payment. It rewards EMT members for their contribution towards the achievement of the Group’s goals. The maximum potential payment is calculated as a percentage of the TFR of each EMT member and is payable in cash and/or superannuation contributions. Payment is conditional upon the achievement, during the financial year under review, of financial and non-financial performance objectives. The measures are chosen and weighted to best align the individual’s reward to the Key Performance Indicators (KPI’s) of the Group and its overall long term performance. There is no fixed minimum payment amount. The KPI’s are measures relating to Group and personal performance accountabilities and include financial, strategic, operational, cultural, risk and compliance, customer and stakeholder measures. Each year, the Group People and Remuneration Committee, in consultation with the Board, sets the KPI’s for the Managing Director. The Managing Director recommends KPI’s for Executives to the Group People and Remuneration Committee who subsequently make a recommendation to the Board. At the end of the financial year, the Managing Director assesses the performance of the Executives against their KPIs and makes a recommendation for each Executive to the Group People and Remuneration Committee as to the STI payment. At the end of the financial year, the Group People and Remuneration Committee assesses the performance of the Managing Director against the KPIs for the financial year. The Group People and Remuneration Committee recommends the STI payments to be made to the Managing Director and Executives for approval by the Board. Approval of a STI to the Managing Director or Executives is at the complete discretion of the Board. The Board discretion may result in a reduction or forfeiture of payment. The Board applies overall gateways to STI payments that are a combination of financial and non- financial considerations including, risk and compliance, conduct and reputation and net profit before tax. The Board have applied these gates to modify the payment awarded to Executives. If the results on which any STI reward was based are subsequently found by the Board to have been the subject of deliberate management misstatement, error, misrepresentation or act or omission which the Group People and Remuneration Committee or the Board (acting reasonably) considers would have resulted in the KPIs not being satisfied or there is otherwise a reward decision incorrectly made, the Board may require repayment of the whole or any part of the relevant STI, in addition to taking any other disciplinary actions. Payment of a STI to the Managing Director or Executive who are accountable persons, is subject to the Board being satisfied that the payment may be made under the BEAR. Current STI Offers Details of the STI payments for the 2018/2019 financial year and the 2017/2018 financial year are set out in the following tables. Key Management Personnel Max. % (of TFR) Max Payable % Awarded % Forfeited Amount Paid $ % Which is not yet assessed for payment Melos Sulicich Huw Bough(i) Katherine Dean (i) David Harradine Mandakini Khanna Heather McGovern (i) Anthony MacRae (i) Craig Mowll (i) Paul Moss Janelle Whittle Melos Sulicich Huw Bough Katherine Dean David Harradine Mandakini Khanna Paul Moss Andrew Polson (i) Chris Thornton (i) Janelle Whittle (i) 2018/2019 STI $312,500 20.85% 79.15% $65,156 $60,362 25.27% 74.73% $15,256 $42,082 0% 100% $0 $114,000 18.37% 81.63% $20,950 $108,000 27.68% 72.32% $29,890 $28,479 27.20% 72.80% $7,755 $44,556 25.40% 74.60% $11,330 $112,192 11.48% 88.52% $12,874 $102,000 24.23% 75.77% $24,710 $87,000 19.72% 80.28% $17,160 2017/2018 STI $287,500 55.00% 45.00% $158,125 $99,000 72.22% 27.78% $71,500 $96,000 42.75% 57.25% $41,040 $111,000 72.52% 27.48% $80,500 $103,500 75.07% 24.93% $77,700 $99,000 72.73% 27.27% $72,000 $85,483 $46,258 0.00% 0.00% 100.00% 100.00% $0 $0 $38,137 43.33% 56.67% $16,525 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 50% 30% 30% 30% 30% 30% 30% 30% 30% 30% 50% 30% 30% 30% 30% 30% 30% 30% 30% (i) Pro-rata Max Payable based on commencement and cessation dates as applicable. Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 40 41 4.3 Executive Long Term Incentive Plan The ELTIP provides a long term “at risk” incentive, assessed over a three year performance period. It was established by the Board to encourage the EMT, comprising the Managing Director and participating Executives, by allowing them to be rewarded with shares for helping to create long term value for the Company’s shareholders. Participating Executives are allocated fully paid ordinary shares in the Company without payment on their part if performance criteria specified by the Board are satisfied in a set performance period. Each year, an offer may be made to individual members of the EMT as determined by the Board. The maximum value of the offer is determined as a percentage of the TFR of each member of the EMT. As a general guide, noting that the Board has absolute discretion to vary, the maximum percentages used are 50% for the Managing Director and 30% for participating Executives. The maximum value of the offer is converted into a number of fully paid ordinary shares based upon the Volume Weighted Average Price (VWAP) of shares calculated over the period of twenty (20) trading days commencing on the first business day of the financial year in which the offer is made. The number of shares is then nominally fixed. In order for the shares to vest, certain performance criteria must be satisfied within the predetermined performance period. Both the performance criteria and the performance period are set by the Board, at its absolute discretion. The Board has, for the time being, set the three financial years, commencing with the year in which an offer is made under the plan, as the performance period, with relative TSR, absolute post tax underlying ROE for the “2016” and “2017” offers and post-tax underlying ROE for the “2018” offer as the performance criteria. At the end of the performance period, or as soon as possible after, the Board will determine, at its complete discretion, the number of shares in respect of which the Managing Director and participating Executive may be entitled under the terms of the relevant offer and ELTIP rules. For offers made on or after 1 July 2018, the Board has also set a period of five years from commencement of the performance period before making an allocation of shares to an Executive who meets or partially meets the performance criteria, creating a deferral period of a further two years between the conclusion of the performance period and the allocation of shares. On accepting an ELTIP offer made by the Company, participating Executive are required to not hedge their economic exposure to any allocated non-vested entitlement. Failure to comply with this directive will constitute a breach of duty and may result in forfeiture of the offer and/or dismissal. Any reward that may be payable to the Managing Director and participating Executive on satisfaction of the performance criteria under any ELTIP offer is subject to reassessment and possible forfeiture, during the further deferral period, if the results on which the ELTIP reward was based, are subsequently found to have been the subject of deliberate management misstatement. In addition, where a participating Executive is also an accountable person under the BEAR, the payment of shares to the Executive will be subject to the Board’s positive assessment that their accountability obligations have been met. The payment and allocation of shares may be reduced or cancelled to the extent that the Board determines that the accountability obligations have not been met. Vesting of shares to the Managing Director and eligible Executives is at the complete discretion of the Board. The ELTIP rules provide for an independent Trustee to act at the direction of the Company, and the Trustee may acquire and hold shares on behalf of Executives that have received an allocation of shares. The participating Executive cannot transfer or dispose of shares which have vested to them until the time specified in the ELTIP rules. A direction to the Trustee to allocate shares to each eligible Executive will be made in accordance with their entitlement under the relevant offer and ELTIP rules. Any shares to be allocated to the Managing Director under this Plan require shareholder approval in accordance with ASX Listing Rules. Commencement of employment during a financial year Where an Executive commences employment with the Company post 1 July in a given year, the following conditions will apply in respect of ELTIP: • Upon recommendation by the Managing Director, and, if deemed eligible by the Board, the Executive shall receive a pro rata offer for that year, unless that person commences employment between 1 April and 30 June, in which case, they shall not be entitled to receive an offer for that financial year; and • Calculations for ELTIP entitlements in terms of the 20 day VWAP, must be consistent with the offers for that year, irrespective of the date that an employee commences or to whom an offer to participate is made. Cessation of employment On separation from the Company, ELTIP shares will be released only if the separation is due to a Qualifying Reason or is at the initiation of the Company without cause. A Qualifying Reason, as defined by the ELTIP Plan Rules, is death, total and permanent disability, retirement at normal retirement age, redundancy or other such reason as the Board, in its absolute discretion, may determine. Where an ELTIP participant ceases employment with MYS during a performance period, the offer will be assessed by the Board at the end of the performance period along with all other participants subject to meeting the 12 month employment hurdle that applies to any ELTIP offer. The allocation of shares to any ELTIP participant where the Executive is an accountable person, is subject to the BEAR. Shares will not be vested for ELTIP participants to the extent it would cause the Company to contravene its obligations under the BEAR. dividend payments on those shares and to have the Trustee exercise the voting rights on those shares in accordance with their instructions. For the avoidance of doubt, for ELTIP offers made after 1 July 2018, the Company will not direct the Trustee to allocate the shares to the participating Executive’s account during the specified 2 year deferral period. The 2 year deferral period commences after the end of the relevant performance period. During this period, such participants have no entitlement to any dividends or voting rights in respect of the shares. Entitlement to dividend income on shares During the period that allocated shares for a participating Executive are held by the Trustee, the participating Executive is entitled to receive the income arising from Details of offers made under the ELTIP to KMP that affect the calculation of their remuneration are set out in the following table. Offer 2016 2017 2018 Performance Period 1 July 2016 to 30 June 2019 1 July 2017 to 30 June 2020 1 July 2018 to 30 June 2021 The comparator group Fair value of shares used for TSR calculation (i) Offer date - Managing Director - Other executives (iii) Value of offer (ii) - Managing Director - Other eligible Executives Members of the S&P/ASX300 $1.96 Managing Director $2.57 Other Executives $2.44 Managing Director $2.52 Other Executives $2.17 29 November 2016 5 September 2016 8 November 2017 11 September 2017 7 January 2019 7 January 2019 $287,500 $691,455 $287,500 $800,136 $312,500 $651,727 (i) The fair value of offers that are assessed and awarded on market based conditions is determined on the grant date in accordance with AASB 2. The fair value is used by the Group to recognise an expense over the performance period for the TSR component of offers. (ii) The value of the offer is the maximum value calculated as at the date of offer to the KMP(s) at that time. As such, it may include the value of offers made to individuals who are no longer KMP’s of the Company. (iii) Pro-rata offer made to Katherine Dean in respect of the “2016” Offer on 15 May 2017, in respect of the “2017” Offer to Janelle Whittle on 13 February 2018, in respect of the “2018” Offer to Anthony MacRae and Heather McGovern on the 25th of February 2019 and 29th of May 2019 respectively Calculation of the Reward TSR Component For the 2016, 2017, 2018 and 2019 Offers, the ELTIP TSR component will vest on the following basis: MYS TSR relative to the ASX 300: Percentage of the applicable reward that will vest: Below the mid-point percentage: At the Median ASX300 0% 50% Between the median and 75th percentile Straight line basis between 50% and 100% Above the 75th percentile 100% No reward will be payable if performance is negative irrespective of the benchmark group performance. Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 42 43 ROE Component The performance period for the ROE component for the ELTIP reward will be based upon on the Company’s post tax ROE and will be payable on the following basis: Name Component Maximum Offer Forfeited/ Lapsed Vested in the 2018/19 Financial Year Not yet assessed for Vesting Number of Shares For the 2016 and 2017 Offers: MYS aggregate absolute post tax underlying ROE for the performance period: Below 31.80% 31.80% 31.80% to 33.50% 33.50% or above For the 2018 & 2019 Offer: MYS aggregate post tax underlying ROE for the performance period: Below 30.00% 30.00% 30.00% to 31.50% 31.50% or above Percentage of the applicable reward that will vest: 0% 25% Straight line from 25% to 100% 100% Percentage of the applicable reward that will vest: 0% 50% Straight line basis from 50% to 100% 100% Actual and Potential ELTIP Share Allocations The following tables detail, for current and former KMP, the status of offers made under the ELTIP. The “2015” offer performance period was completed on 30 June 2018. The “2016” offer performance period was completed on 30 June 2019. Name Component Maximum Offer Forfeited/ Lapsed Vested in the 2017/18 Financial Year Not yet assessed for Vesting Number of Shares "2015" Offer Melos Sulicich Huw Bough David Harradine Mandakini Khanna (i) Paul Moss Andrew Polson (i) Chris Thornton TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE 29,193 29,193 10,191 10,191 11,306 11,305 6,116 6,116 9,235 9,235 3,733 3,733 10,191 10,191 29,193 29,193 10,191 10,191 11,306 11,305 6,116 6,116 9,235 9,235 3,733 3,733 10,191 10,191 - - - - - - - - - - - - - - (i) Pro-rata Max Payable based on commencement dates as applicable - - - - - - - - - - - - - - “2016” Offer Melos Sulicich Huw Bough Katherine Dean (i) David Harradine Mandakini Khanna Paul Moss Andrew Polson Chris Thornton TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE 34,976 34,975 12,044 12,044 4,192 4,191 13,504 13,503 12,044 12,044 12,044 12,044 12,044 12,044 11,679 11,679 16,719 34,975 12,044 12,044 4,192 4,191 6,455 13,503 5,757 12,044 5,757 12,044 12,044 12,044 11,679 11,679 18,257 - - - - - 7,049 - 6,287 - 6,287 - - - - - - - - - - - - - - - - - - - - - 1) Pro-rata Max Payable based on commencement dates as applicable The “2017”, “2018” and “2019” offers have not been assessed for vesting. The following table shows the maximum number of shares available under each of these offers: Name Melos Sulicich Huw Bough Katherine Dean (iv) David Harradine Colleen Harris (i) Mandakini Khanna Heather McGovern (iii) Anthony MacRae (iii) Paul Moss Craig Mowll (iii) Andrew Polson Chris Thornton Janelle Whittle (ii) Component TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE TSR ROE "2017" Offer "2018" Offer "2019" Offer 29,307 29,307 10,092 10,092 9,786 9,786 11,315 11,315 9,714 9,714 10,551 10,551 - - - - 10,092 10,092 - - 10,092 10,092 10,245 10,245 3,888 3,887 Number of Shares 32,188 32,187 - - - - 11,742 11,742 - - 11,124 11,124 2,934 2,933 4,590 4,589 10,506 10,506 11,556 11,555 - - - - 8,961 8,961 34,036 34,035 - - - - - - - - 12,743 12,743 10,783 10,782 12,743 12,743 11,926 11,926 12,743 12,743 - - - - 9,476 9,475 (i) Offer made in 2017 but not accepted. (ii) Pro-rata offer made for “2017”. (iii) Pro-rata offer made for “2018”. (iv) The “2018” Offer extended to Katherine Dean was forfeited due to less than 12 months of the performance period having been served. Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 44 45 4.4 Banking Executive Accountability Regime MyState accountable persons are registered with APRA. Each accountable person has an agreed accountability statement that sets out the accountabilities relevant to their role in relation to BEAR. Each accountability statement is endorsed by the Board and approved by APRA. Any entitlement to variable remuneration maybe subject to deferral, reduction or forfeiture under the BEAR even if performance criteria have been met. The BEAR requires authorised deposit-taking institutions (including the Company) to defer payment of a minimum amount of variable remuneration for a minimum period of 4 years. The requirement for variable remuneration to be deferred does not apply if the amount that would be deferred is less than $50,000. The deferral period is subject to extension, as determined by the Board, or reduction, as determined by the Board and approved by APRA. At the end of the applicable deferral period, any entitlement to deferred variable remuneration will be assessed against each individual meeting their accountable person obligations. If an accountable person fails to comply with his or her accountability obligations, their deferred variable remuneration will reduced by an amount that is proportionate to the failure or may be cancelled, as determined by the Board. 5. Statutory Tables $ Salary and Fees Cash Bonus (i) Other Short Term Benefits Non- Monetary Benefits (ii) Post Employment Super- annuation Termination Benefits Share Based Payment (iii) Total Non-Executive Directors Miles Hampton 2019 201,214 2018 193,532 Peter Armstrong 2019 51,740 2018 75,151 Robert Gordon 2019 87,637 2018 82,305 Colin Hollingsworth 2019 - 2018 8,064 Sibylle Krieger 2019 96,590 2018 91,074 Warren Lee 2019 94,147 2018 63,051 Stephen Lonie 2019 100,977 2018 97,905 Andrea Waters 2019 98,701 2018 66,204 Total NED 2019 731,006 2018 677,286 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 19,115 18,386 5,000 18,099 - - - - 27,068 25,407 24,901 - 5,085 24,558 - - - - - - - - 9,176 8,652 8,944 5,990 9,593 9,301 9,376 6,289 5,000 5,085 99,710 125,145 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 220,329 211,918 74,839 102,219 113,044 107,206 - 37,707 105,766 99,726 103,091 69,041 110,570 107,206 108,077 72,493 835,716 807,516 5. Statutory Tables (Continued) Salary and Fees Cash Bonus (i) Other Short Term Benefits Non- Monetary Benefits (ii) Post Employment Super- annuation Termination Benefits Share Based Payment (iii) Total $ Executives Melos Sulicich 2019 599,616 65,156 2018 550,385 158,125 - - Huw Bough 2019 219,078 15,256 25,000 2018 305,303 71,500 Katherine Dean 2019 146,057 - David Harradine 2019 354,923 20,950 2018 292,237 41,040 Colleen Harris 2018 345,546 80,500 2019 2018 - 117,099 - - Mandakini Khanna 2019 328,662 29,890 Jessica Kingston 2018 314,963 77,700 2019 2018 - 14,990 - - Anthony MacRae 2019 136,173 11,330 Heather McGovern 2018 2019 2018 - - 84,615 7,755 - - Paul Moss 2019 310,432 24,710 2018 301,370 72,000 Craig Mowll 2019 333,517 12,874 Andrew Polson 2018 2019 - - 2018 272,957 Chris Thornton 2019 - 2018 143,449 - - - - - Janelle Whittle 2019 248,054 2018 115,104 17,160 16,525 - - - - - - - - - - - - - - - - - - - - - - - - - Total Executive 2019 2,761,127 205,081 25,000 2018 2,773,403 517,390 - Total KMP 2019 3,492,133 205,081 25,000 2018 3,450,689 517,390 - - 2,892 - - 6,916 6,325 - - - - - - - - - - - - - - - - - - 25,000 24,631 17,808 24,697 16,054 28,342 25,000 24,454 - 10,341 37,964 31,354 - 1,590 9,327 - 8,038 - 29,491 28,630 20,586 - - 23,032 - - - - - - - - - - - - - - - - - - - - - - - - - 64,527 754,299 55,088 791,121 (4,345) 272,797 19,270 420,770 (4,705) 164,322 17,837 385,781 21,770 422,643 24,214 474,714 - - - 127,440 20,505 417,021 26,281 450,298 - - - 16,580 3,701 160,531 - - 2,273 102,681 - - 19,452 384,085 19,755 421,755 11,578 378,555 - - - - 2,871 298,860 - - 42,753 15,146 194,670 (6,145) 389,873 - - 6,916 51,970 11,916 57,055 24,533 10,935 213,801 - - - 11,908 301,655 2,806 145,370 146,664 3,358,589 223,152 194,670 161,977 3,922,562 313,511 - 146,664 4,194,305 348,297 194,670 161,977 4,730,078 (i) The cash bonus shown is the actual amount awarded in respect of the 2018/19 financial year STI offers. (ii) Non-Monetary Benefits consist of car parking expense, travel & accommodation and entertainment. (iii) Share based payment amounts have been calculated in accordance with the relevant accounting policy and Accounting Standard. The fair value of the share grant is calculated at the date of grant and is allocated to each reporting period evenly over the period from grant date to vesting date. This fair value will generally be different to the value of shares at the time they vest. The value disclosed is the portion of the fair value of the share grant allocated to this reporting period. These amounts represent share grants which will only vest to the KMP when certain performance and service criteria are met. In some circumstances all, or a portion, of the shares may never vest to the KMP. As these figures are based on accrual accounting and not a reflection of actual cash paid or shares vested, negative figures can result in the event of accrual reversals being recorded. Amounts stated are in respect of the period that the individual held a role of a KMP. Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 46 47 6. Shareholdings of Key Management Personnel Non-Executive Director Minimum Shareholding Requirement A Minimum Shareholding Requirement (MSR) has been implemented for all Non-Executive Directors. Non-Executive Directors, in the absence of approval from the Board to the contrary, are required to acquire and maintain, directly or indirectly, Shares in MyState Limited to the equivalent of one year’s pre-tax base Director’s fee. The MSR must be achieved within four years of their appointment or the date of implementation of this policy, whichever is the latter. Executive Minimum Shareholding Requirement In the absence of approval from the Board to the contrary, a Minimum Shareholding Requirement (MSR) will apply to Executives whom: 1. Receive a TFR greater or equal to $250,000; and 2. Participate in ELTIP and STI programs. The MSR will be 50% of Fixed Annual Remuneration (FAR) for the Managing Director and CEO and 25% of TFR for all other executives and must be achieved within 4 years of the date that the policy becomes applicable to the Executive. Any Shares issued into deferral, from the 2018 ELTIP Offer onwards, will be recognised for the purposes of Executive MSR. The Shares in MyState Limited (ASX code: MYS) may be held directly or indirectly, and may include Shares obtained prior to 1 January 2015 and/or Shares acquired through ELTIP or any other scheme, which includes Shares vested and allocated but still held in trust, but excludes any allocated Shares which have not yet vested. Details regarding the holdings by KMP and their related parties of ordinary shares in the Company are set out in the following table. Related parties include close members of the family of the KMP. It also includes entities under joint or several control or significant influence of the KMP and their close family members. No equity transactions with KMP, other than those arising as payment for compensation, have been entered into with the Company. Key Management Personnel Balance at commencement of financial year Granted as compensation (i) Net change other Balance at end of financial year Balance at end of financial year held by ELTIP trustee (ii) Non-Executive Directors Miles Hampton Robert Gordon Sibylle Krieger Warren Lee Stephen Lonie Andrea Waters Sub Total Executives Melos Sulicich Heather McGovern Anthony MacRae David Harradine Mandakini Khanna Paul Moss Janelle Whittle Craig Mowll Sub Total 700,000 20,387 5,311 - 56,829 - 782,527 68,070 - - 3,685 - - 1,404 - 73,159 - - - - - - - 18,257 - - 7,049 6,287 6,287 - - 37,880 21,700 5,000 19,132 11,972 1,761 20,665 80,230 9,908 - - - - - - - 9,908 721,700 25,387 24,443 11,972 58,590 20,665 862,757 96,235 - - 10,734 6,287 6,287 1,404 - 120,947 - - - - - - - 17,014 - - 1,685 - - - - 18,699 (i) These amounts are the shares awarded for the “2016 Offer”. The awarding of these shares was approved on the 23 of August 2019 with the exception of those relating to Melos Sulicich whose shares are subject to shareholder approval. These shares have not yet been issued to the Trustee to hold on behalf of the Executives. (ii) The shares that are held in trust are also shown in the balance at the end of the financial year totals. 7. Loans to Key Management Personnel There are no loans guaranteed or secured by the Company to KMP and their related parties in 2019. Related parties include close members of the family of the KMP. It also includes entities under joint or several control or significant influence of the KMP and their close family members. 8. Executive Employment Agreements The Managing Director and Executives are employed under individual open ended employment contracts that set out the terms of their employment. Incumbent Commenced in role Contract term TFR Short Term Incentive (maximum) ELTIP (maximum) Termination Provisions In the event of termination by the Company Melos Sulicich (i) 1 July 2014 Ongoing $625,000 50% of TFR 50% of TFR Notice: The contract may be terminated by the Company with 26 weeks notice or payment in lieu of notice. Entitlement: • Pro-rata STI payment applied as at the date of termination. • Payment of STI if the performance period is complete but not yet paid • Pro-rata ELTIP allocation, made following the completion of the applicable performance periods. David Harradine (ii) Mandakini Khanna (ii) Anthony MacRae (ii) Heather McGovern (ii) 16 March 2015 Ongoing $390,000 30% of TFR 1 December 2015 12 February 2019 Ongoing $390,000 Ongoing $390,000 18 March 2019 Ongoing $330,000 Paul Moss (ii) 13 May 2015 Ongoing $365,000 Craig Mowll (ii) Janelle Whittle (ii) 16 July 2018 Ongoing $390,000 22 January 2018 Ongoing $290,000 30% of TFR upon invitation to participate Notice: The contract can be terminated by the Company upon provision of 3 months notice. Entitlement: • Payment of the equivalent of 6 months TFR (inclusive of the provision of 3 months notice). • Pro-rata STI payment applied as at the date of termination. • Payment of STI if the performance period is complete but not yet paid • Pro-rata ELTIP allocation, made following the completion of the applicable performance periods. (i) Required to hold shares to the value of 50% of TFR. (ii) Required to hold shares to the value of 25% of TFR within 4 years from commencement. Signed in accordance with a resolution of the Directors. Miles Hampton Chairman Melos Sulicich Managing Director and Chief Executive Officer Hobart, dated this 23 August 2019 Directors' ReportAs at 30 June 2019MyState Limited Annual Report 2019MyState Limited Annual Report 2019Directors' ReportAs at 30 June 2019 4848 03 Financial Report As at 30 June 2019 MyState Limited Annual Report 2019 50 51 Results for the year Section 7 Income tax expense, current and deferred tax balances 7.1 Income tax expense, current and deferred tax balances Section 8 Group structure and related parties 8.1 8.2 8.3 Parent entity information Controlled entities and principles of consolidation Related party disclosures Section 9 Other notes 9.1 9.2 9.3 9.4 Contingent liabilities and expenditure commitments Remuneration of auditors Events subsequent to balance date Other significant accounting policies and new accounting standards and disclosures Contents Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Section 1 Corporate information and basis of accounting 1.1 1.2 1.3 1.4 Reporting entity Basis of accounting Use of estimates and judgements Provisions (other than for impairment of financial assets) Section 2 Financial performance 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Net banking operating income Income from wealth management activities Income from other activities Expenses Earnings per share Dividends Segment financial information Section 3 Capital and financial risk management 3.1 3.2 3.3 Capital management strategy Financial risk management Average balance sheet and sources of net interest income Section 4 Financial assets and liabilities 4.1 4.2 4.3 4.4 4.5 4.6 Cash and liquid assets Financial instruments Loans and advances Transfer of financial assets (securitisation program) Deposits and other borrowings including subordinated notes Fair value of financial instruments Section 5 Non-financial assets, liabilities and equity 5.1 5.2 5.3 5.4 Property, plant and equipment Intangible assets and goodwill Employee benefit provisions Share capital Section 6 Discontinued operations 6.1 Discontinued operations Consolidated Income Statement for the year ended 30 June 2019 Interest income Interest expense (i) Net interest income Non-interest income from banking activities (ii) Net banking operating income Income from wealth management activities (iii) Income from other activities Total operating income Less: Expenses Personnel costs (iii) Administration costs (i), (ii) & (iii) Technology costs Occupancy costs (iii) Marketing costs Governance costs Total operating expenses Profit before impairment and tax expense Impairment (recovery) / expense on loans and advances (iii) Profit before tax from continuing operations Income tax expense (iii) Profit for the year from continuing operations Discontinued operations Profit / (loss) after tax for the year from discontinued operations Profit for the year Profit attributable to the: Equity holders of MyState Limited Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Notes 30 June 2019 $’000 30 June 2018 $’000 2.1 2.1 2.1 2.2 2.3 2.4 2.4 2.4 4.3 7.1 6.1 2.5 2.5 202,103 (112,720) 89,383 15,733 105,116 15,298 - 188,264 (98,753) 89,511 15,514 105,025 15,884 6 120,414 120,915 35,657 15,131 13,614 6,060 4,589 2,944 77,995 42,419 (201) 42,620 12,842 29,778 1,209 30,987 36,147 15,053 12,071 6,190 3,768 2,546 75,775 45,140 441 44,699 13,441 31,258 203 31,461 30,987 31,461 34.17 34.17 34.97 34.97 (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iv). (ii) Comparatives restated to reflect change in accounting policy disclosed in note 9.4. (iii) (b). (iii) Comparatives restated to exclude the discontinued operations disclosed in note 6.1. The accompanying notes form part of these financial statements. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 52 53 Consolidated Statement of Comprehensive Income for the year ended 30 June 2019 Profit for the year Other comprehensive income / (expense) Items that may be reclassified subsequently to profit or loss Cash flow hedges - Net gains / (losses) taken to equity Income tax effect Total other comprehensive income / (expense) for the year Total comprehensive income for the year Total comprehensive income for the year is attributable to: Equity holders of MyState Limited Notes 30 June 2019 $’000 30 June 2018 $’000 30,987 31,461 (400) 120 (280) (14) 4 (10) 30,707 31,451 30,707 31,451 Consolidated Statement of Financial Position for the year ended 30 June 2019 Notes 30 June 2019 $’000 30 June 2018 $’000 Assets Cash and liquid assets Due from other financial institutions Other assets Financial instruments Loans and advances Property, plant and equipment Deferred tax assets Intangible assets and goodwill (i) Total assets Liabilities Due to other financial institutions Other liabilities Deposits and other borrowings including subordinated notes (i) Employee benefit provisions Tax liabilities Total liabilities Net assets Equity Share capital Retained earnings Reserves Total equity (i) Comparatives are restated to reflect change in accounting policy disclosed in note 9.4 (iv). The accompanying notes form part of these financial statements. 4.1 4.2 4.3 5.1 7.1 5.2 4.5 5.3 7.1 5.4 79,994 27,168 7,405 67,876 25,826 6,950 450,333 406,864 5,053,091 4,565,256 5,779 4,133 84,979 6,360 3,948 85,225 5,712,882 5,168,305 38,180 7,092 33,334 7,666 5,331,516 4,796,378 5,384 3,211 5,341 4,924 5,385,383 4,847,643 327,499 320,662 148,707 175,880 2,912 145,380 170,568 4,714 327,499 320,662 Consolidated Statement of Changes in Equity for the year ended 30 June 2019 At 1 July 2017 Profit for the year Other comprehensive income / (expense) Total comprehensive income for the year Equity issued under employee share scheme Equity issued under executive long term incentive plan Equity issued under dividend reinvestment plan Share based payment expense recognised Transfer to / from retained earnings Dividends paid At 30 June 2018 At 1 July 2018 Impact of adoption of new accounting standards Restated opening total equity Profit for the year Other comprehensive income / (expense) Total comprehensive income for the year Equity issued under employee share scheme Equity issued under executive long term incentive plan Equity issued under dividend reinvestment plan Share based payment expense recognised Transfer to retained earnings Dividends paid At 30 June 2019 Note Share capital $’000 Retained earnings $’000 General reserve for credit losses $’000 Employee equity benefits reserve $’000 Hedging reserve $’000 Total $’000 141,349 164,358 4,428 956 (187) 310,904 - - - 82 104 3,845 - - - 31,461 - 31,461 - - - - 543 (25,794) - - - - - - - - - 145,380 170,568 145,380 170,568 4,428 4,428 - - - - 81 - 3,246 - - - (1,338) 30,987 - 30,987 - - - - - - - - - - - - 1,679 (1,679) (26,016) - 5.4 5.4 5.4 2.6 9.4 5.4 5.4 5.4 2.6 - - - - (104) - 174 (543) - 483 483 - - - - - - - 157 - - - (10) (10) - - - - - - (197) (197) - - 31,461 (10) 31,451 82 - 3,845 174 - (25,794) 320,662 320,662 (1,338) 30,987 (280) (280) (280) 30,707 - - - - - 81 - 3,246 157 - (26,016) 327,499 148,707 175,880 2,749 640 (477) The accompanying notes form part of these financial statements. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 54 55 Notes 30 June 2019 $’000 30 June 2018 $’000 Consolidated Statement of Cash Flows for the year ended 30 June 2019 Cash flows from operating activities Interest received Interest paid Fees and commissions received (i) Other non-interest income received Payments to suppliers and employees Income tax paid Net cash flows from / (used in) operating activities 4.1 Cash flows from investing activities Purchase of intangible assets (ii) Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Net (increase) / decrease in loans to customers Net (increase) / decrease in amounts due from other financial institutions Proceeds from sale of discontinued operations Proceeds from sale of other investments Net cash flows from / (used in) investing activities Cash flows from financing activities Employee share issue 214,453 (107,476) 32,026 1,224 (76,409) (14,306) 49,512 198,704 (98,573) 35,335 1,836 (75,697) (11,924) 49,681 (4,934) (3,771) 39 (610) 7 (313) (501,783) (293,196) (45,851) 22,507 3,398 - - 648 (549,741) (274,118) 81 82 Dividends paid net of dividend reinvestment plan 2.6 (22,845) (21,953) Net increase / (decrease) in subordinated notes Net increase / (decrease) in deposits and other borrowings Net increase / (decrease) in due to other financial institutions (ii) Net cash flows from / (used in) financing activities Net increase / (decrease) in cash held Cash at beginning of financial year Closing cash carried forward 118 369,020 165,973 512,347 12,118 67,876 79,994 (50) 70,627 179,381 228,087 3,650 64,226 67,876 4.1 (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4. (iii)(b). (ii) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iv). Notes to the Consolidated Financial Statements for the year ended 30 June 2019 1.1 Reporting entity MyState Limited (the Company) is incorporated and domiciled in Australia and is a company limited by shares that are publicly traded on the Australian Securities Exchange. The consolidated financial statements of MyState Limited and its subsidiaries (the Group) were authorised for issue by the Directors on 23 August 2019. 1.2 Basis of accounting These consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and other requirements of the law. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (IFRS). The financial statements comprise the consolidated financial statements of the Group. For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity. Where necessary, comparatives figures have been re-classified and re-positioned for consistency with current period disclosures. The consolidated financial statements have been prepared on the basis of historical cost, except for certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies. Rounding of amounts The Company is a company of the kind referred to in Australian Securities and Investments Commission (ASIC) Class Order 2016/191, and, in accordance with that Class Order, amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. All amounts are presented in Australian dollars. 1.3 Use of estimates and judgements The preparation of the financial report in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the accounting policies. The notes to the financial statements set out areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the financial report such as: • Loan origination cost amortisation, refer note 2.1; The accompanying notes form part of these financial statements. • Impairment losses on loans and advances, refer note 4.3; • Fair value of financial instruments, refer note 4.6; • Impairment assessment of intangibles and goodwill, refer note 5.2; and • Recoverability of deferred tax assets, refer note 7.1. . 1.4 Provisions (other than for impairment of financial assets) Provisions are recognised when the Group has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events and it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 56 57 2.1 Net banking operating Income 2.2 Income from wealth management activities Interest income Loans and advances Investment securities Total interest income Interest expense At call deposits Fixed term deposits (i) Total interest expense Non-interest income from banking activities Transaction fees (ii) Loan fee income Banking commissions Other banking operations income 30 June 2019 $’000 30 June 2018 $’000 190,352 11,751 177,869 10,395 202,103 188,264 5,814 106,906 112,720 5,164 4,839 4,035 1,695 14,281 84,472 98,753 5,750 4,725 3,665 1,374 Total non-interest income from banking activities 15,733 15,514 (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iv). (ii) Comparatives restated to reflect change in accounting policy disclosed in note 9.4. (iii) (b). Income accounting policy Income is recognised to the extent that it is probable that the economic benefits will flow to the entity and the income can be reliably measured. The following specific recognition criteria must also be met before income is recognised. Interest Interest income is accrued using the effective interest rate method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument. Loan origination fees are recognised as components of the calculation of the effective interest rate method in relation to originated loans. They, therefore, affect the interest recognised in relation to this portfolio of loans. The average life of loans in the relevant loan portfolios is reviewed annually to ensure the amortisation methodology for loan origination fees is appropriate. Interest expense is calculated on an accruals basis using the effective interest rate method. The effective interest rate method is the rate that exactly discounts future payments through the expected life of the financial instrument. Non-interest income from banking activities Refer to the “income accounting policy” in note 2.2. Funds management income Other fees and commissions Total Income from wealth management activities 30 June 2019 $’000 30 June 2018 $’000 10,242 5,056 15,298 10,122 5,762 15,884 Funds management income and fiduciary activities Tasmanian Perpetual Trustees Limited, a controlled entity of the Group, acts as Responsible Entity, Trustee and Funds Manager for ten managed investment schemes. The investment schemes place monies with external wholesale fund managers, direct mortgages and mortgage backed securities, term deposits and other investments. The clients include individuals, superannuation funds and corporate investors. The assets and liabilities of these funds are not included in the Consolidated Financial Statements. Income earned by the Group in respect of these activities are included in the Consolidated Income Statement of the Group as “Funds management income”. The following table shows the balance of the unconsolidated funds under management and funds under advice that gives rise to funds management and other fees and commissions income respectively: Funds under management Funds under advice (i) (i) Comparatives restated to exclude the discontinued operations disclosed in note 6. 30 June 2019 $’M 30 June 2018 $’M 1,170 438 1,153 415 Other fees and commissions Tasmanian Perpetual Trustees Pty Limited provides private client tax accounting services and acts as trustee and executor of estates. “Other fees and commissions income” is the income earned from these activities. Income accounting policy The Group earns three main types of fees and commissions under contracts with customers. The first is single performance obligation contracts, such as transaction services, where the performance obligation is performed and consideration received in quick succession. Income from these contracts is recorded as the performance obligations are satisfied. The second is where contracts with the customer are for the performance of multiple obligations over time and the customer only benefits from delivery of all those obligations together over time, for example the provision of trustee services and services to funds under management. For these contracts, income is recognised over the service period. The third type of income is insurance intermediary income where the performance obligations are satisfied substantially at the time of referring the customer and economic benefits flow to the Group over time. The Group has estimated that nil income will be brought forward as a contract asset under these contracts due to the insufficient probability of the timing and amount of future income that will flow from these contracts. This income is therefore recorded when received. While this policy has changed in the 2019 financial year, it has not resulted in a change to the timing or amount of income recognised. Refer also to note 9.4 (iii) (b). 2.3 Income from other activities Profit on sale of property, plant and equipment assets 30 June 2019 $’000 30 June 2018 $’000 - 6 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 58 59 2.4 Expenses The following items are included within each item of specified expenses: Occupancy costs include: Operating lease payments Depreciation – buildings and leasehold improvements Technology costs include: Amortisation – computer software Administration costs include: (i) Loss on sale of property, plant and equipment assets Depreciation - furniture, equipment and computer hardware 30 June 2019 $’000 30 June 2018 $’000 4,153 767 4,060 1,014 4,354 3,236 8 375 - 427 (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iv) Expense accounting policy Operating lease expense Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement, to reflect the risks and benefits incidental to ownership. The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis in the Consolidated Income Statement over the life of the lease. Depreciation and amortisation expense The Group adopts the straight-line method of depreciating property, plant and equipment and amortising intangible assets over the estimated useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired expected term of the lease or the estimated useful life of the improvements. Estimated useful lives are: Buildings Office furniture, fittings & equipment Building fit-out Computer hardware Software 2.5 Earnings per share Basic earnings per share from continuing operations Basic earnings per share from discontinued operations Total basic earnings per share Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations Total diluted earnings per share 40 years. 4-7 years. 4-15 years. 3 years. 3-10 years. 30 June 2019 cents 30 June 2018 cents 32.84 1.33 34.17 32.84 1.33 34.17 34.74 0.23 34.97 34.74 0.23 34.97 Earnings per share accounting policy Basic earnings per share is calculated by dividing the Group’s profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share is calculated by dividing the Group’s profit attributable to ordinary equity holders by the weighted average number of ordinary shares that would be issued on the exchange of all the dilutive potential ordinary shares into ordinary shares. The following table details the weighted average number of shares used in the calculation of basic and diluted earnings per share: Weighted average number of ordinary shares used in calculating basic and diluted earnings per share Number Number 90,676,336 89,959,758 2.6 Dividends Dividends paid 2017 Final dividend paid - 14.5 cents per share 2018 Interim dividend paid - 14.25 cents per share 2018 Final dividend paid - 14.5 cents per share 2019 Interim dividend paid - 14.25 cents per share The dividends paid during the year were fully franked at the 30 per cent corporate tax rate. Date of payment 30 June 2019 $’000 30 June 2018 $’000 13 Sep 2017 29 Mar 2018 25 Sep 2018 29 Mar 2019 - - 13,097 12,919 26,016 12,970 12,824 - - 25,794 30 June 2018 $’000 30 June 2017 $’000 Franking credit balance The amount of franking credits available for the subsequent financial year are: Franking account balance as at the end of the period at 30% 65,666 63,933 Franking credits that will arise from the payment of income tax payable at the end of the period 682 2,561 Dividends not recognised at the end of the financial year On 23 August 2019, the Directors resolved to pay a final dividend for the 2019 financial year of 14.5 cents per share or $13.201m total to be paid on the 1 October 2019, fully franked at the 30 per cent corporate tax rate. This dividend has not been brought to account as the amount had not been determined at the reporting date. This dividend will reduce the balance of the franking account by $5.657m. 2.7 Segment financial information Operations of reportable segments The Group has identified two operating divisions and a corporate division, which are its reportable segments. These divisions offer different products and services and are managed separately. The Group’s management committee review internal management reports for each of these divisions at least monthly. Banking division The banking division’s product offerings include lending; encompassing home loans, personal, overdraft, line of credit and commercial products, transactional savings accounts and fixed term deposits and insurance products. It delivers these products and services through its branch network, digital channels and third party channels. The banking division is conducted by the MyState Bank Group. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 60 61 Wealth management division The wealth management division is a provider of funds management and trustee services. It operates predominantly within Tasmania. It holds $1.17 billion in funds under management on behalf of personal, business and wholesale investors as the responsible entity for 10 managed investment schemes. The division also provided financial planning however ceased to do so in June 2019, refer to note 6. The results relating to financial planning have been excluded from the segment note below for the current and prior financial year. The wealth management division is conducted by Tasmanian Perpetual Trustees Limited. Tasmanian Perpetual Trustees Limited is a trustee company licensed within the meaning of Chapter 5D of the Corporations Act 2001 and is the only private trustee company with significant operations in Tasmania. Corporate and consolidation division The corporate cost centre is responsible for the governance of the Group. The corporate cost centre charges the operating divisions on a cost recovery basis for costs it has incurred. This division is also where eliminations are allocated between the banking division and the wealth management division. Year ended 30 June 2019 Interest income Interest expense Other income Transaction fees Loan fee income Banking commissions Other banking operations income Funds management income Other wealth management fees and commissions Income from other activities Total operating income Expenses Personnel costs Administration costs Technology costs Occupancy costs Marketing costs Governance costs Impairment expense / (recovery) Income tax expense Segment profit for the year Segment balance sheet information Segment assets Segment liabilities Banking $’000 Wealth Management $’000 Corporate and Consolidation $’000 Total $’000 201,763 (112,720) 5,164 4,839 4,035 1,814 - - - 244 96 - - - - - 10,242 5,056 - - - - - (119) - - - 202,103 (112,720) 5,164 4,839 4,035 1,695 10,242 5,056 - 104,895 15,542 (23) 120,414 25,552 18,655 13,398 5,399 4,338 705 (201) 11,135 25,914 5,744 2,936 442 497 209 132 - 1,679 3,903 4,361 (6,460) (226) (164) 42 2,107 - 28 (39) 35,657 15,131 13,614 6,060 4,589 2,944 (201) 12,842 29,778 5,634,791 29,283 5,382,178 4,342 48,808 (1,137) 5,712,882 5,385,383 Year ended 30 June 2018 Interest income Interest expense (i) Other income(i) Transaction fees Loan fee income Banking commissions Other banking operations income Funds management income Other Wealth Management fees and commissions Income from other activities Total operating income Expenses (i) Personnel costs Administration costs Technology costs Occupancy costs Marketing costs Governance costs Impairment expense / (recovery) Income tax expense Segment profit for the year Segment balance sheet information Segment assets Segment liabilities Banking $’000 Wealth Management $’000 Corporate and Consolidation $’000 Total $’000 187,999 (98,753) 5,750 4,725 3,665 1,615 - - 6 184 81 - - - - - 10,122 5,762 - - - - - (241) - - - 188,264 (98,753) 5,750 4,725 3,665 1,374 10,122 5,762 6 105,007 16,068 (160) 120,915 25,475 19,532 11,599 5,403 3,501 655 441 11,495 26,906 5,427 3,029 410 644 230 68 - 1,899 4,361 5,245 (7,508) 62 143 37 1,823 - 47 (9) 36,147 15,053 12,071 6,190 3,768 2,546 441 13,441 31,258 5,089,105 4,842,607 27,646 3,291 51,554 1,745 5,168,305 4,847,643 (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iii) and (iv). 3.1 Capital management strategy The Group’s capital management strategy is to adhere to regulatory requirements and maximise shareholder value through optimising the level and use of capital resources, whilst also providing the flexibility to take advantage of opportunities as they may arise. The Group’s capital management objectives are to: • Comply with internal and regulatory capital requirements; • Ensure sufficient capital resource is available to support the Group’s business, operational and investment activities; • Maintain balance sheet resilience to safeguard the Group’s ability to continue as a going concern; and • Support MyState Bank Limited’s credit rating. The Group’s capital management policy considers each of internal, regulatory and rating agency capital requirements. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 62 63 Under APS 110 Capital Adequacy, the ultimate responsibility for the prudent management of capital resides with the Board of Directors. The Board must ensure that an appropriate level and quality of capital is maintained, commensurate with the type, amount and concentration of risk exposures. The Group’s regulatory capital requirements are measured on a Level 1 and Level 2 basis. Level 1 is comprised of MyState Bank Limited (the ADI). On the 28th September 2016, the Group issued $10 million of floating rate subordinated notes (“notes”). The issuer was MyState Bank Limited. The notes have a term of 10 years, maturing 26th September 2026, and pay interest quarterly at a floating rate equal to the three- month BBSW plus a margin of 4.25% per annum. The issuer has the option to redeem all or some of the notes on 28th September 2021 and each quarterly interest payment date thereafter, and for certain regulatory events (in each case subject to APRA’s prior written approval). If APRA notifies the issuer that a non-viability trigger event has occurred, the notes will be converted into ordinary shares of MyState Limited, or written-off. The amount included in the Group’s Level 2 Tier 2 regulatory capital is a percentage equal to that of external interest in the Group’s regulatory capital. The amount included in the Group’s Level 1 Tier 2 regulatory capital is 100%. (ii) The impact of adopting AASB 9 Financial Instruments (2010) impairment requirements on capital, is discussed further in note 9.4 (iii) a. Level 2 is comprised of the wider MyState Limited prudential Group. This Group includes MyState Limited (the non-operating holding company), MyState Bank Limited and Connect Asset Management (the Securitisation programme Manager). 3.2 Financial risk management All entities that are consolidated for accounting purposes are included within the Level 2 regulatory capital calculation except for certain securitisation vehicles and Tasmanian Perpetual Trustees Limited. The Group has developed a detailed Internal Capital Adequacy Assessment Plan (ICAAP). This plan covers the capital requirements of the Group on a Level 1 and Level 2 basis (as previously described) as well as Tasmanian Perpetual Trustees. The Group’s capital position is monitored on a frequent basis and is reported to the Board monthly. The ICAAP also includes a three year forecast of capital adequacy which is prepared and submitted to the Board at least annually. The ICAAP aims to ensure that adequate planning activities take place so that the Group is effectively capitalised and also includes a three year forecast of capital adequacy which is prepared and submitted to the Board at least annually. The ICAAP encompasses known financial events, dividend policy, capital raisings, securitisation and stress testing. The Board has currently set a minimum total capital adequacy ratio of 12.5% for the Group. Capital adequacy of the Group on a level 2 basis as at 30 June 2019 is detailed in the following table: Qualifying capital Common equity tier 1 capital Paid-up ordinary share capital Retained earnings (ii) Reserves excluding general reserve for credit losses Total common equity tier 1 capital Regulatory adjustments Deferred expenditure including deferred tax assets Goodwill and intangibles Other deductions Total regulatory adjustments Net common equity tier 1 capital Tier 2 capital Subordinated notes (i) General reserve for credit losses Total capital Risk weighted assets Capital adequacy ratio 30 June 2019 $’000 30 June 2018 $’000 148,708 189,669 640 145,400 182,262 483 339,017 328,145 24,804 49,760 58,875 133,439 205,578 25,950 49,800 54,065 129,815 198,330 30,929 2,749 29,323 4,400 239,256 232,053 1,854,273 1,722,248 12.90% 13.47% (i) On the 14th August 2015, the Group issued $25 million of floating rate subordinated notes (“notes”). The issuer was MyState Bank Limited. The notes have a term of 10 years, maturing 14th August 2025, and pay interest quarterly at a floating rate equal to the three-month BBSW plus a margin of 5% per annum. The issuer has the option to redeem all or some of the notes on 14th August 2020 and each quarterly interest payment date thereafter, and for certain regulatory events (in each case subject to APRA’s prior written approval). Risk management is an integral part of the Group’s business processes. The Board sets policy to mitigate risks and ensure the risk management framework is appropriate, to direct the way in which the Group conducts business. Promulgated Board approved policies ensure compliance throughout the business, which are monitored by way of a dedicated compliance system. Risk management plans exist for all documented risks within the Group and these plans are reviewed regularly by the Executive Management Team, the Group Risk Committee and the Board. Business units are accountable for risks in their area and are responsible for ensuring the appropriate assessment and management of these risks. Risk exposure profile The Group actively monitors a range of risks, which are not limited to, but include the following: • Credit risk, • Market risk; and • Liquidity risk. 3.2.1 Credit risk Approach to credit risk management Credit risk arises within the Group’s lending and treasury investment activities and is the risk that a counterparty may fail to complete its contractual obligations when they fall due. The Group’s approach to managing this risk is to separate prudential control from operational management by assigning responsibility for approval of credit exposures to specific individuals and management committees. The Group Risk Committee has oversight of credit risk exposures and the Enterprise Risk Committee monitors credit related activities through regular reporting processes, including monitoring large exposure to single groups and counterparties. The roles of funding and oversight of credit are separate. Board approved lending policies guide the processes for all loan approvals by subsidiary operations. All loans over a designated amount, whether within delegated limits or not, are reported to the Group Risk Committee on a regular basis. Any loan outside of delegated limits must be approved by the Board prior to funding. Maximum exposure to credit risk The amounts disclosed in the following table are the maximum exposure to credit risk, before taking account of any collateral held or other credit enhancements. For financial assets recognised on the Balance Sheet, the exposure to credit risk equals their carrying amount. For customer commitments, the maximum exposure to credit risk is the full amount of the committed facility as at the reporting date. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 64 65 Cash and liquid assets Due from other financial institutions Other assets Financial instruments Loans and advances Customer commitments(i) Maximum exposure to credit risk 30 June 2019 $’000 30 June 2018 $’000 79,994 27,168 7,405 450,333 564,900 67,876 25,826 6,950 406,864 507,516 5,053,091 4,565,256 112,999 142,924 5,730,990 5,215,696 (i) For further information regarding these commitments, refer to note 9.1. The credit quality of financial assets has been determined based on Standard and Poor’s credit ratings for financial assets other than loans and advances at amortised cost. For loans and advances at amortised cost, the assets identified as being “closely monitored” are those assets that are greater than 30 days past due. Credit quality is impacted by concentration risk created by the ensuing vulnerability of assets to similar conditions such as economic or political factors. The Group monitors the geographical diversification of its loans and advances. An analysis of this concentration of credit risk at the reporting date is shown in the following table: Tasmania Victoria New South Wales Queensland Western Australia Australian Capital Territory South Australia Northern Territory 30 June 2019 $’000 30 June 2018 $’000 2,160,122 2,135,168 856,584 1,084,744 787,477 79,966 40,498 41,009 5,055 698,673 950,419 630,015 76,106 34,551 37,691 3,214 Gross loans and advances at amortised cost 5,055,455 4,565,837 There are no loans that individually represent 10% or more of shareholders’ equity. Credit quality of financial assets Financial assets other than loans and advances at amortised cost Equivalent S&P rating A+ and above Equivalent S&P rating A- and below Loans and advances at amortised cost New Facilities - not closely monitored New Facilities - closely monitored Continuing facilities - not closely monitored Continuing facilities - closely monitored Total on balance sheet exposure to credit risk New facilities are loans that have been funded within the financial year. Neither past due or impaired Past due but not impaired - loans and advances at amortised cost 31 to 60 days 61 to 90 days More than 90 days Total past due but not impaired Impaired – loans and advances at amortised cost Maximum exposure to credit risk Estimate of collateral held against past due but not impaired assets Estimate of collateral held against impaired assets 30 June 2019 $’000 30 June 2018 $’000 3.2.2 Market risk 310,243 253,963 251,611 256,053 1,370,251 1,153,123 1,116 1,769 3,661,887 3,391,212 19,837 19,152 5,617,297 5,072,920 Managing market risk Market risk is the exposure to adverse changes in the value of the Group’s portfolio as a result of changes in market prices or volatility. The Group is exposed primarily to interest rate risk. Interest rate risk exposure The operations of the ADI is subject to the risk of interest rate fluctuations as a result of mismatches in the timing of the repricing of interest rate on their assets and liabilities. Value at Risk (VaR) The following table indicates the VaR based on historical data. The Group estimates VaR as the potential loss in earnings from adverse market movements over a 20 day holding period to a 99% confidence level. VaR takes account of all material market variables that may cause a change in the value of the loan portfolio. Although an important tool for the measurement of market risk, the assumptions underlying the model are limited to reliance on historical data. 5,030,032 4,543,568 Value at risk (post-tax) based on historic data Average Minimum Maximum 7,552 4,076 10,879 22,507 552 9,736 3,645 7,420 20,801 887 5,053,091 4,565,256 34,033 - 31,640 420 Derivatives The Group is exposed to changes in interest rates. The only derivative instruments currently entered into by the Group are interest rate swaps. The Group protects its portfolio of fixed rate loans, and exposure to variable rate debt obligations, by paying fixed rates to swap providers and receiving variable rates in return. The variable receipts mitigate the exposure to interest rate changes that will impact on the Group’s variable rate payment obligations. Derivatives accounting policy Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured to their fair value. Fair values are obtained from quoted market prices in active markets. Movements in the carrying amounts of derivatives are recognised in the Consolidated Income Statement, unless the derivative meets the requirements for hedge accounting. 30 June 2019 $’000 30 June 2018 $’000 952 795 1,249 1,437 818 2,019 Estimate of collateral held The Group holds collateral against loans and advances to customers in the form of a mortgage charge over property. To mitigate credit risk, the bank (ADI) can take possession of the security held against the loans and advances as a result of customer default. The collateral shown above is an estimate of the value of collateral held; it is not practicable to determine the fair value. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 66 67 The Group documents the relationship between the hedging instruments and hedged items at inception of the transaction, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment of whether the derivatives used in hedging transactions have been or will continue to be, highly effective in offsetting changes in the fair values or cash flows of hedged items. This assessment is carried out both at inception and on a monthly basis. Cash flow hedges The Group has cash flow hedges that are used to hedge the variability of interest rates in relation to certain liabilities. These derivative instruments are established with terms that exactly match the terms of the liability designated as the hedged item and therefore form highly effective relationships. The portion of the liability designated in the hedging relationship is determined by reference to specific fixed rate assets within the loan portfolio. Sources of ineffectiveness are limited to credit risk of parties to the relationship. The Group tests for ineffectiveness each month. The variability in fair values attributable to an item designated as a cash flow hedge is recognised in Other Comprehensive Income to the extent of the hedges effectiveness. Any ineffective portion of the change in the fair value of a derivative is recognised immediately in the Consolidated Income Statement. Derivatives that do not qualify for hedge accounting If a derivative expires or is sold, terminated, or exercised, or no longer meets the criteria for hedge accounting, or the designation is revoked, then hedge accounting is discontinued and the amount recognised in Other Comprehensive Income remains in Other Comprehensive Income until the forecast transaction affects the Consolidated Income Statement. If the forecast transaction is no longer expected to occur, it is reclassified to the Consolidated Income Statement as a reclassification adjustment. When a derivative is not designated in a qualifying relationship, all changes in its fair value are recognised immediately in the Consolidated Income Statement, as a component of net income from other financial instruments carried at fair value. 3.2.3 Liquidity risk Managing liquidity risk Liquidity risk is the risk that the Group is unable to meet its financial and statutory obligations as they fall due, which could arise due to mismatches in cash flows. The Group’s objective is to manage its funds in a way that will facilitate growth in core business under a wide range of market conditions. The Group maintains, and adheres to, an Internal Liquidity Adequacy Assessment Plan (ILAAP). This process includes acknowledgements of liquidity risks within the Group and justification of the amount of liquidity that is being held based on the liquidity risk profile of the organisation. Group Treasury is responsible for implementing liquidity risk management strategies in accordance with the ILAAP. The Group’s Assets and Liabilities Committee (ALCO) assists the Board with oversight of asset and liability management including liquidity risk management. The Group’s liquidity policies are approved by the Board after endorsement by the Group Risk Committee and the Banking Group’s ALCO. The Group maintains a portfolio of highly marketable assets that can be liquidated in the event of an unforeseen interruption of cash flows. The Group also has committed lines of credit that it can access to meet its liquidity needs. Liquidity scenarios are calculated under stressed and normal operating conditions, to assist in anticipating cash requirements providing adequate reserves. Liquidity risk exposure The Group is exposed to liquidity risk primarily through its banking activities. The Group’s contractual cash flows associated with its financial liabilities and hedging derivatives, within relevant maturity groupings is as follows. These are presented on an undiscounted basis and, therefore, will not agree to amounts presented on the Consolidated Statement of Financial Position as they incorporate principal and associated future interest payments. - - - - - - - On demand $’000 < 3 months $’000 3 months to 1 year $’000 1 year to 5 years $’000 > 5 years $’000 Total $’000 2019 At call deposits Due to other financial institutions Term deposits Negotiable certificates of deposit Subordinated notes Securitisation liabilities 1,592,811 - - - - - - 38,180 863,963 170,440 551 - - - - 1,146,745 24,399 275,821 1,653 - 8,816 51,418 1,592,811 38,180 2,035,107 446,261 62,438 84,831 254,493 1,144,969 - 1,484,293 Contractual amounts payable 1,592,811 1,157,965 1,678,712 1,178,184 51,418 5,659,090 Derivative liability 2018 At call deposits - 1,564,556 Due to other financial institutions Term deposits Negotiable certificates of deposit Subordinated notes Securitisation liabilities - - - - - 95 - 33,334 688,696 330,950 591 75,314 960 7,722 - - - - 980,795 21,984 72,000 1,773 - 9,456 - - - - - 42,624 8,777 1,564,556 33,334 1,691,475 402,950 54,444 225,943 1,034,104 - 1,335,361 Contractual amounts payable 1,564,556 1,128,885 1,280,511 1,065,544 42,624 5,082,120 Derivative liability - 1,573 2,635 4,622 - 8,830 Contractual maturity of assets and liabilities The contractual maturities of the Group’s financial assets and liabilities as at the reporting date are contained in the following table. The Group expects that certain assets and liabilities will be recovered or settled at maturities which are different to their contractual maturities. 30 June 2019 30 June 2018 Financial assets Cash and liquid assets Due from other financial institutions Other assets Financial instruments Loans and advances Total financial assets Financial liabilities Less than 12 months $’000 More than 12 months $’000 Less than 12 months $’000 More than 12 months $’000 79,994 27,168 7,405 - - - Total $’000 79,994 27,168 7,405 295,956 154,377 450,333 89,100 4,963,991 5,053,091 67,876 25,826 6,950 245,023 92,773 Total $’000 67,876 25,826 6,950 161,841 406,864 4,472,483 4,565,256 499,623 5,118,368 5,617,991 438,448 4,634,324 5,072,772 Due to other financial institutions Other liabilities Deposits Subordinated notes (38,180) (7,092) - - (38,180) (7,092) (33,334) (7,666) - - (33,334) (7,666) (3,969,844) (24,398) (3,994,242) (3,604,154) - (34,698) (34,698) - (20,751) (34,745) (3,624,905) (34,745) Securitisation liabilities (i) (296,987) (1,005,589) (1,302,576) (257,580) (879,148) (1,136,728) Total financial liabilities (4,312,103) (1,064,685) (5,376,788) (3,902,734) (934,644) (4,837,378) Net contractual amounts receivable / (payable) (3,812,480) 4,053,683 241,203 (3,464,286) 3,699,680 235,394 (i) Comparatives are restated to reflect change in accounting policy disclosed in note 9.4 (iv). MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 68 69 3.3 Average balance sheet and sources of net interest income 4.1 Cash and liquid assets Non-interest earning assets 102,811 - - 107,074 - - Bad and doubtful debts expense net of recoveries The following table shows the major categories of interest-earning assets and interest-bearing liabilities, together with their respective interest earned or paid by the Group and the average interest rates. Averages are calculated based on the balance at each month end. 30 June 2019 30 June 2018 Average balance $’000 Interest $’000 Average rate % Average balance $’000 Interest $’000 Average rate % Average interest earning assets and interest income Interest-earning assets Cash and liquid assets Financial instruments 67,178 370 425,122 11,381 Loans and advances (i) & (ii) 4,481,845 190,352 0.55% 2.68% 4.25% 61,418 408,321 279 10,116 4,070,257 177,869 0.45% 2.48% 4.37% Total average interest-earning assets 4,974,145 202,103 4.06% 4,539,996 188,264 4.15% Total average assets 5,076,956 202,103 3.98% 4,647,070 188,264 4.05% Average liabilities and interest expense Interest-bearing liabilities Deposits and derivatives (i) Notes and bonds on issue Total average interest-bearing liabilities 3,550,144 1,193,405 72,419 40,301 2.04% 3.38% 3,270,165 1,058,130 65,424 33,329 2.00% 3.15% 4,743,549 112,720 2.38% 4,328,295 98,753 2.28% Non-interest bearing liabilities 46,903 - - 49,657 - - Total average liabilities 4,790,452 112,720 2.35% 4,377,952 98,753 2.26% Reserves 302,877 - - 295,266 - - Total average liabilities and reserves 5,093,329 112,720 2.21% 4,673,218 98,753 2.11% (i) Comparatives restated to reflect change in accounting policy disclosed in note 9.4 (iv). (ii) The offset account average balance included in Loans and advances is $263.897m (Jun 18 : $267.460m). Notes, coins and cash at bank Other short term liquid assets Total cash and liquid assets 30 June 2019 $’000 30 June 2018 $’000 66,972 13,022 79,994 62,452 5,424 67,876 Notes to the statements of cash flows Reconciliation of profit for the year to net cash provided by operating activities Profit for the year 30,987 31,461 Add / (less) items classified as investing / financing activities or non-cash items: Depreciation of property, plant and equipment Amortisation of intangible assets Gain on disposal of discontinued operations Loss on disposal of equipment Loss / (gain) on sale of equipment Deferred upfront lending costs Deferred upfront bond issuance costs Share based payment Tax movement within reserves Changes in assets and liabilities Decrease / (increase) in due from other financial institutions Decrease / (increase) in other assets Decrease / (increase) in deferred tax assets Increase / (decrease) in due to other financial institutions Increase / (decrease) in other liabilities Increase / (decrease) in employee benefit provisions Increase / (decrease) in tax liabilities Net cash flows used in operating activities Cash and liquid assets accounting policies 1,142 4,354 (1,544) - (8) (41) 12,123 1,696 157 769 228 (455) (185) 3,562 (1,510) (50) (1,713) 49,512 1,441 4,554 - 162 (6) 455 9,959 - 174 4 449 (373) 770 (1,038) 865 (29) 833 49,681 Cash and liquid assets Cash and liquid assets in the Consolidated Statement of Financial Position and for the purposes of the Consolidated Statement of Cash Flows comprise cash at bank and in hand and short-term deposits with an original maturity of less than three months, net of outstanding bank overdrafts. Cash flows arising from deposits, share capital, investments, loans to subsidiaries and investments in associates are presented on a net basis in the Statement of Cash Flows. Cash flow statement Cash flows arising from the following activities are presented on a net basis in the Statement of Cash Flows: • Customer deposits and withdrawals from savings and fixed-term deposit accounts; • Movements in investments; • Amounts due to and from other financial institutions; • Customer loans and advances; and • Dividends paid. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 70 71 4.2 Financial instruments Financial instruments at amortised cost Negotiable certificates of deposits Term deposits Floating rate notes Other deposits Total financial instruments at amortised cost Financial instruments at fair value Derivatives Other financial instruments at fair value Total financial assets 30 June 2019 $’000 30 June 2018 $’000 204,115 35,700 208,611 1,699 177,022 35,700 191,542 2,028 450,125 406,292 (792) 1,000 (428) 1,000 450,333 406,864 Financial instruments accounting policies Financial instruments at amortised cost Financial instruments at amortised cost are those non-derivative financial assets that the Group has acquired with the objective of holding in order to collect contractual cash flows. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial instruments at fair value Financial instruments other than those carried at amortised cost, are carried at their fair value at the reporting date. Note 4.6 contains information on how the Group determines fair values. Fair value gains and losses are recognised in comprehensive income until the derecognition date, at which point the net gains and losses are transferred to profit or loss for that instrument. Derecognition of financial assets and liabilities Financial assets are derecognised when the contractual rights to receive cash flows from the assets have expired, or where the Bank has transferred its contractual rights to receive the cash flows of the financial assets and substantially all the risks and rewards of ownership. Financial liabilities are derecognised when they are extinguished, i.e. when the obligation is discharged, cancelled or expired. 4.3 Loans and advances Classification of loans and advances at amortised cost Residential loans secured by mortgage Personal loans and unsecured overdrafts Overdrafts secured by mortgage Commercial loans Total loans and advances at amortised cost Specific provision for impairment Collective provision for impairment Total loans and advances at amortised cost net of provision for impairment 30 June 2019 $’000 30 June 2018 $’000 4,870,272 4,374,002 74,752 41,068 69,363 74,450 44,915 72,470 5,055,455 4,565,837 266 2,098 222 359 5,053,091 4,565,256 Loans and advances at amortised cost accounting policy Loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and advances”. Loans and advances are recognised on trade date and are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. Provision for impairment Specific provision for impairment Opening balance Net specific provision funding Write-off of previously provisioned facilities Closing balance of specific provision for impairment Collective provision for impairment Opening balance (i) Net collective provision funding Write-off of previously provisioned facilities Closing balance of collective provision for impairment Charge to profit for impairment on loans and advances Increase / (decrease) in specific provision for impairment Increase / (decrease) in collective provision for impairment Bad debts recovered Bad debts written off directly (ii) Less charge related to discontinued operation Total impairment (recovery) / expense on loans and advances 30 June 2019 $’000 30 June 2018 $’000 222 514 (470) 266 2,271 (173) - 2,098 44 (173) (932) 1,020 (160) (201) 620 39 (437) 222 337 685 (663) 359 (398) 22 (988) 1,805 - 441 (i) On adoption of the provisioning chapter of AASB 9, the collective provisions opening balance was increased by $1.912M and therefore the opening balance shown for FY2019 differs to the closing balance in FY2018. (ii) Comparatives restated to exclude the discontinued operations disclosed in note 6.1. Impairment of financial assets accounting policy Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. The primary source of credit risk for the Group arises on its loan portfolio. In relation to this portfolio, the Group maintains an individually assessed provision and a collective provision. Specific provisions for impairment are made against individual risk rated credit facilities where a loss is expected. The provisions are measured as the difference between a financial asset’s carrying amount and the expected future cash flows. All other loans and advances that do not have an individually assessed provision are assessed collectively for impairment. In the 2018 financial year, an evaluation process was undertaken by categorising all loans into a credit risk hierarchy based on a series of estimates and judgements based on APRA Prudential Standard APS 220 - Credit Quality. On 1 July 2019 the Group adopted the Provisioning chapter of AASB 9 Financial Instruments. Collective provisions are calculated using an Expected Credit Loss (ECL) model. This model is forward looking and does not require evidence of an actual loss event for impairment provisions to be recognised, resulting in an acceleration of impairment recognition. The Group applies a three-stage approach to measuring the ECL based on credit risk since origination. The Group estimates ECL through modelling the probability of default, loss given default and exposure at default, as follows: Stage 1 - Performing - This category includes financial assets that have not experienced a significant increase in credit risk since their origination. For these financial assets an allowance equivalent to 12 month’s ECL is recognised, which represents the credit losses expected to arise from defaults occurring over the next 12 months. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 72 73 Transfer of financial assets accounting policy Once assets are transferred to a securitisation vehicle, the Group does not have the ability to use the transferred assets during the term of the arrangement. The Group does not have any loans transferred to unconsolidated securitisation vehicles. The consolidated securitisation vehicles generally transfer all the risks and rewards of ownership of the assets to the investors in the notes. However, derecognition of the transferred assets from the Group is prohibited because the cash flows that the securitisation vehicles collect from the transferred assets on behalf of the investors are not passed to them without material delay. In these cases, the consideration received from the investors in the notes in the form of cash is recognised as a financial asset and a corresponding financial liability is recognised. The investors in the notes have recourse only to the cash flows from the transferred financial assets. Interest in Joint Operations accounting policy Securitised positions are held through a number of Special Purpose Entities (SPEs). These entities are classified as joint operations, as the parties that have joint control of the arrangement, have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement which exists only when decisions about the relevant activities requires unanimous consent of the parties sharing control. The Group recognises its interest in a joint operation: • Its assets, including its share of any assets held jointly; • Its liabilities, including its share of any liabilities incurred jointly; • Its share of the revenue from the sale of the output by the joint operation; and • Its expenses, including its share of any expenses incurred jointly. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the accounting standards applicable to the particular assets, liabilities, revenues and expenses. When a Group entity transacts with a joint operation in which a Group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognised in the Group’s consolidated financial statements only to the extent of other parties’ interests in the joint operation. When a Group entity transacts with a joint operation in which a group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it re-sells those assets to a third party. Stage 2 - Under-performing - This category includes financial assets that have experienced a significant increase in credit risk since their origination and are not credit impaired. For these financial assets an allowance equivalent to lifetime ECL is recognised. Lifetime ECL is the credit losses expected to arise from defaults occurring over the remaining life of the financial assets. Stage 3 - Non-performing (impaired) - This category includes financial assets that are credit impaired. The provision is also equivalent to the lifetime ECL. The difference to the provision calculated on stage 2 loans is that the stage 3 loan calculation is not discounted over a future period, but rather the provision is calculated at present value. Financial assets in stage 1 and stage 2 are assessed for impairment collectively, whilst those assets in stage 3 are subject to either collective or specific impairment assessment. The Group’s methodology for specific provisions remains largely unchanged. Key judgements and estimates made by the Group include the following: Significant changes in credit risk Significant increases in credit risk for financial assets are assessed by comparing the risk of a default occurring over the expected life of a financial asset at the reporting date compared to the corresponding risk of default at origination. In determining what constitutes a significant increase in credit risk, the Group considers qualitative and quantitative information. The judgement to determine this is primarily based on changes in internal customer risk grades since origination of the facility. For all of the Group’s loan portfolios, in addition to the primary indicator, a mathematical model has been developed to identify where a facility’s recent behaviour has deteriorated significantly from its original behaviour. Forward looking information The measurement of expected credit losses needs to reflect an unbiased probability-weighted range of possible future outcomes. AASB 9 provides limited guidance on how to meet this requirement and consequently, the Group has developed an approach considered appropriate for its credit portfolio, informed by emerging market practices. In applying forward looking information in the Group’s AASB 9 credit models, the Group considered three alternate economic scenarios (base case, strong recovery and moderate recession), to ensure a sufficient unbiased representative sample is included in estimating ECL. The inclusion of a forward looking component in the model anticipates changes in the economic outlook, which will likely increase the volatility of the provision. Where applicable, further adjustments may be made to account for situations where known or expected risks and information have not been considered in the modelling process. It is important to note that the increase in impairment provisions on transition to AASB 9 is not reflective of a change in underlying portfolio credit quality. 4.4 Transfer of financial assets (securitisation program) Some loans and advances to customers are sold by the Group to securitisation vehicles. The transfer takes the form of the Group assuming an obligation to pass cash flows from the underlying assets to investors in the notes. The Group utilises its securitisation program to provide regulatory capital relief and funding diversification. The following table sets out the values at the transaction date of financial assets transferred during the financial year in this manner to vehicles that provide regulatory capital relief and the value of the associated liabilities issued from the vehicles. This table does not include transfer of assets to the securitisation vehicle in which the Group is the bond holder. Transferred financial assets: Loans and advances Associated financial liabilities Carrying value at transaction date 30 June 2019 $’000 30 June 2018 $’000 468,506 449,344 Securitisation liabilities to external investors 435,200 440,490 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 74 75 4.5 Deposits and other borrowings including subordinated notes The aggregate net fair values of financial assets and financial liabilities which are carried at amortised cost is: Deposits At call deposits Term deposits Negotiable certificates of deposit Total deposits Other borrowings Subordinated notes (i) Securitisation liabilities Total deposits and other borrowings including subordinated notes Concentration of deposits: Customer deposits Wholesale deposits Subordinated notes (i) Securitisation liabilities Total deposits 30 June 2019 $’000 30 June 2018 $’000 1,592,811 1,564,556 2,035,107 1,660,665 366,324 399,684 3,994,242 3,624,905 34,698 34,580 1,302,576 1,136,893 5,331,516 4,796,378 3,661,618 3,266,731 332,624 34,698 358,174 34,580 1,302,576 1,136,893 5,331,516 4,796,378 (i) Refer to note 3.1 (1) for details regarding the Subordinated Note issue. There are no customers who individually have deposits which represent 10% or more of total liabilities. Deposits and other borrowings accounting policy Deposits and other borrowings are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The Group does not currently hold any financial liabilities at fair value. 4.6 Fair value of financial instruments Classification of financial instruments Cash and liquid assets, amounts due to financial institutions and amounts due from financial institutions are carried at cost. As these assets are short term assets, their cost is considered to approximate their fair value. The following financial assets and liabilities are also carried at amortised cost: • Financial instruments; • Loans and advances; • Deposits; and • Other borrowings. Financial assets Financial instruments Loans and advances Total financial assets Financial liabilities Deposits Other borrowings including subordinated notes 30 June 2019 30 June 2018 Carrying value $’000 Net fair value $’000 Carrying value $’000 Net fair value $’000 450,125 451,903 406,292 404,923 5,053,091 5,043,730 4,565,256 4,558,478 5,503,216 5,495,633 4,971,548 4,963,401 3,994,242 3,992,342 3,624,905 3,623,058 1,337,274 1,337,274 1,176,499 1,176,499 Total financial liabilities 5,331,516 5,329,616 4,801,404 4,799,557 Fair value hierarchy The level in the fair value hierarchy of the inputs used in determining the fair values is shown below. The fair value of these assets is: Level 1 - inputs that are prices quoted for identical instruments in active markets; Level 2 - inputs based on observable market data other than those in level 1; and Level 3 - inputs for which there is no observable market data. Where the expected maturity is in excess of 12 months, the fair value is discounted to its present value. During the year, there have been no material transfers between levels of the fair value hierarchy. Level 1 value $’000 Level 2 value $’000 Level 3 value $’000 Total value $’000 2019 Financial assets Financial instruments Loans and advances Financial liabilities Deposits Other borrowings including subordinated notes 2018 Financial assets Financial instruments Loans and advances Financial liabilities Deposits Other borrowings including subordinated notes - - - - - - - - 451,903 - 451,903 - 5,043,730 5,043,730 3,992,342 1,337,274 404,923 - - - 3,992,342 1,337,274 404,923 - 4,558,478 4,558,478 3,623,058 1,176,499 - - 3,623,058 1,176,499 The Group has performed a VaR analysis at note 3.2, Market risk. VaR takes account of all material market variables that may cause a change in the value of the loan portfolio, being 100% of Level 3 inputs. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 76 77 5.1 Property, plant and equipment 5.2 Intangible assets and goodwill Land and buildings At revalued amount Accumulated depreciation Plant and equipment At cost Accumulated depreciation Total property, plant and equipment Property, plant and equipment accounting policy 30 June 2019 $’000 30 June 2018 $’000 12,758 (7,734) 5,024 5,044 (4,289) 755 5,779 12,895 (7,115) 5,780 3,713 (3,133) 580 6,360 Plant and equipment Plant and equipment, including leasehold improvements, are measured at cost less accumulated depreciation and any impairment in value. Land and buildings Following initial recognition at cost, land and buildings are carried at a revalued amount, being their fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses. Independent valuations are performed with sufficient regularity to ensure the carrying amount does not differ materially from the asset’s fair value at the Consolidated Statement of Financial Position date. Fair value, is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and seller in an arm’s length transaction as at valuation date. Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the Consolidated Statement of Financial Position, unless it reverses a revaluation decrease of the same asset previously recognised in the Consolidated Income Statement. Any revaluation deficit is recognised in the Consolidated Income Statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve. Accumulated depreciation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Impairment of property, plant and equipment The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Derecognition of property, plant and equipment An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the Consolidated Income Statement in the year the item is derecognised. Year ended 30 June 2019 At 1 July 2018, net of accumulated amortisation (i) Additions Disposals Amortisation At 30 June 2019, net of accumulated amortisation At 30 June 2019 Cost (gross carrying amount less impairment) Accumulated amortisation Net carrying amount Year ended 30 June 2018 At 1 July 2017, net of accumulated amortisation Additions Amortisation At 30 June 2018, net of accumulated amortisation (i) At 30 June 2018 Cost (gross carrying amount less impairment) Accumulated amortisation Net carrying amount (i) Goodwill $’000 Software $’000 Total $’000 65,978 - (826) - 65,152 19,247 4,934 - (4,354) 19,827 85,225 4,934 (826) (4,354) 84,979 65,152 32,550 97,702 - (12,723) (12,723) 65,152 19,827 84,979 65,978 - - 65,978 65,978 - 65,978 18,712 3,771 (3,236) 19,247 32,211 (12,964) 19,247 84,690 3,771 (3,236) 85,225 98,189 (12,964) 85,225 (i) Comparatives are restated to reflect change in accounting policy disclosed in note 9.4 (iv). Intangibles accounting policy Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or infinite. Where amortisation is charged on assets with finite lives, this expense is taken to the Consolidated Income Statement. Certain costs directly incurred in acquiring and developing software are capitalised and amortised over the estimated useful life. Intangible assets are tested for impairment where an indicator of impairment exists and, in the case of indefinite life intangibles (limited to Goodwill), annually, either individually or at the cash-generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Goodwill is treated as an indefinite life intangible, software and other intangibles are finite life intangibles. Refer to note 2.4 Expenses for the useful life of tangible and intangible assets. Impairment testing of goodwill For the purpose of impairment testing, goodwill has been allocated to the Group’s two cash-generating units (CGUs) the Banking Business and the Wealth Management Business. These CGU’s represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each CGU for the purpose of impairment testing is as follows: Banking Business Wealth Management Business Total goodwill 30 June 2019 $’000 30 June 2018 $’000 40,189 24,963 65,152 40,189 25,789 65,978 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 78 79 The Group’s assessment of goodwill value-in-use exceeds the carrying value allocated to the CGUs and included in the financial statements. 5.3 Employee benefits provision The recoverable amounts for each CGUs value-in-use was determined using cash flow projections from Board approved financial budgets for the year ending 30 June 2019. Growth rates have been applied from year two through to year twenty. Cash flows are projected by undertaking detailed calculations for each income and expense category over a five year period and are then extrapolated off the 5th year, which is the lowest point of growth. An exit value is calculated at the end of 20 years, based on an implied terminal value earnings multiple of 12.1 for both CGUs and a long-term growth rate not exceeding industry. A post-tax discount rate of 8.3% and a pre-tax discount rate of 11.9% was used. Certain income categories are modelled by projecting growth in relevant portfolio balances and the resulting income derived there-from. Other non-portfolio related income streams and expense categories are modelled by projecting real rates of growth (above inflation) for each category. Terminal value is determined at year twenty using the assumption that the CGU achieves no real growth above inflation into perpetuity. The growth rates applied do not exceed the long-term average growth rate for the business which the CGU operates. The discount rate used of 8.3% reflects the Group’s post-tax nominal weighted average cost of capital, in which has been reviewed by externally engaged advisers and approved by the Board. Average inflation is projected to be 2.0%. The method for determining value-in-use is consistent with that adopted in the comparative period. The key assumptions adopted in assessing Banking’s value-in-use are the rate of growth in the balance of the housing loan portfolio and the outlook for net interest margin (NIM). Taking into account management’s past experiences and external evidence, the assumptions that have been adopted for both of these components are considered to be conservative. NIM is projected to be consistent with the budget outlook, which reflects the current low interest rate environment. Management expects that, over time, these assumptions will be positively exceeded and that any reasonably possible change to assumptions used in Management’s assessment will not result in impairment. The key assumption adopted in assessing Wealth Management’s value-in-use is the rate of growth in income derived from management fee (MF) income. MF income is derived from its activities as the responsible entity for various Managed Investment Schemes (MIS). MF income derived is directly related to the portfolio balances of the MIS. Other sources of income for the Wealth Management Business are its Trustee Services division. Taking into account Management’s past experiences and external evidence, the assumptions adopted are considered reasonable and conservative. Management’s assessment of Wealth Management’s value-in-use exceeds its carrying value. Any reasonably possible change to assumptions used in Management’s assessment will not result in impairment. Goodwill accounting policy Goodwill on the acquisition of businesses is carried at cost as established at the date of the acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash generating units (or groups of CGUs) that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the unit pro rata based on the carrying amount of each asset in the CGU. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Impairment of subsidiaries accounting policy Investments in subsidiaries are tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount (which is the higher of fair value less costs to sell and value in use). At each balance sheet date, the investments in subsidiaries that have been impaired are reviewed for possible reversal of the impairment. Balances Provision for annual leave Provision for long service leave Total employee benefits provisions Due to be settled within 12 months Due to be settled more than 12 months Total employee benefits provisions 30 June 2019 $’000 30 June 2018 $’000 2,105 3,279 5,384 4,187 1,197 5,384 2,130 3,211 5,341 3,319 2,022 5,341 Employee benefits accounting policy Liabilities for salaries, wages and annual leave are recognised in respect of employees’ service up to the reporting date. Where settlement is expected to occur within twelve months of the reporting date, the liabilities are measured at their nominal amounts based on the remuneration rates which are expected to be paid when the liability is settled. Where settlement is expected to occur later than twelve months from reporting date, the liabilities are measured at the present value of payments which are expected to be paid when the liability is settled. A liability for long service leave is recognised and measured at the present value of expected future payments to be made in respect of services provided up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Contributions are made by the Group to employee superannuation funds and are charged as expenses when incurred. 5.4 Share capital Issued and paid up ordinary shares Movements in ordinary share capital Opening balance Shares issued pursuant to the – employee share scheme of the Group – executive long term incentive plan – dividend reinvestment plan Closing balance 30 June 2019 $’000 30 June 2018 $’000 148,707 145,380 30 June 2019 30 June 2018 Number of shares Amount $’000 Number of shares Amount $’000 90,308,117 145,380 89,445,395 141,349 15,983 - 81 - 16,727 21,658 82 104 716,445 3,246 824,337 3,845 91,040,545 148,707 90,308,117 145,380 Terms and conditions Ordinary shares have the right to receive dividends as declared from time to time and, in the event of a winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares and amounts paid up on the shares held. Ordinary shares entitle their holder to one vote per share, either in person or by proxy at meetings of the Company. The Company does not have authorised capital or par value in respect of its issued shares. The Group offers share based remuneration, refer to note 8.3 and the Remuneration Report for further information regarding these arrangements. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 80 6.1 Discontinued operations The net cash flows of the retail financial planning business are as follows: On 17 June 2019, the Group publicly announced the decision of its Board of Directors to sell its retail financial planning business, a division of its wholly-owned subsidiary, Tasmanian Perpetual Trustees Limited. The sale was completed on 28 June 2019. The post-tax gain on disposal of discontinued operations was determined as follows: Operating Investing Total 81 30 June 2019 $’000 30 June 2018 $’000 (535) 3,398 2,863 117 - 117 Cash consideration received Transfer of employee entitlements Total consideration received Net assets disposed of (other than cash): Intangibles - Goodwill Transfer of employee entitlements Costs associated with the sale: Cost associated with onerous lease contract Make good requirements Consulting and sale costs Redundancies Gain on disposal of discontinued operation Less tax expense Post-tax gain on disposal of discontinued operation 30 June 2019 $’000 30 June 2018 $’000 3,491 (93) 3,398 825 (93) 140 160 599 223 1,544 (332) 1,212 - - - - - - - - - - - The retail financial planning business previously formed part of the “Wealth” segment. As the division is now classified as a discontinued operation, it is no longer presented in the segment note. The results of the division for the year are presented in the following table: Write-down of trade receivables Following the classification of the retail financial planning business as a discontinued operation, the recoverable amount was estimated for certain trade receivables. An impairment loss was identified of $0.16M, which was recognised in the carrying amount of the assets in the disposal group and in the Statement of Profit or Loss within Discontinued Operations. 7.1 Income tax expense, current and deferred tax balances 30 June 2019 $’000 30 June 2018 $’000 The major components of income tax expense / (benefit) are: Income tax expense Current income tax charge Adjustment in respect of current income tax of previous years Adjustments in respect of deferred income tax of previous years Adjustments in respect of equity / goodwill Relating to origination and reversal of temporary differences Total Income tax expense A reconciliation between tax expense and accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: 30 June 2019 $’000 30 June 2018 $’000 Income tax expense attributable to: Accounting profit before income tax Revenue from contracts with customers Expenses Gain from selling discontinued operation before tax Profit / (loss) before impairment Impairment on write down to fair value of assets Profit / (loss) before tax from discontinued operations Tax benefit / (expense): Tax on disposal of discontinued operations Tax related to operations of the discontinued operations Tax on remeasurement to fair value Profit / (loss) for the year from discontinued operations 2,447 (2,291) 1,544 1,700 (160) 1,540 (332) (47) 48 1,209 2,632 (2,342) - 290 - 290 - (87) - 203 The income tax expense comprises amounts set aside as: Provision attributable to the current year at the statutory rate of 30%, being: - Prima facie tax on accounting profit before tax - Under / (over) provision in prior year Expenditure not allowable for income tax purposes Other Income tax expense reported in the consolidated income statement Profit before income tax from discontinued operations Income tax expense related to discontinued operations: - Tax on disposal of discontinued operations - Tax related to operations of discontinued operations - Tax related to fair values less cost to sell Income tax expense related to discontinued operations Total income tax expense Weighted average effective tax rates 12,705 13,665 (139) (458) 693 372 13,173 58 (37) - (158) 13,528 42,620 44,699 12,786 13,410 (24) 80 - 12,842 1,540 332 47 (48) 331 21 27 (17) 13,441 290 - 87 - 87 13,173 29.8% 13,528 30.1% MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 82 83 Deferred income tax relates to the following: 30 June 2019 $’000 30 June 2018 $’000 Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilised except: Deferred tax assets Employee entitlements Provisions Doubtful debts Other Total deferred tax assets Deferred tax liabilities Financial assets at fair value Property, plant and equipment Other Total deferred tax liabilities Current tax payable Total tax liabilities Movements in deferred tax balances Opening balance (Charged) / credited to income statement Credited/(charged) to equity Adjustments for deferred tax of prior years Closing balance Taxation accounting policy 1,615 266 629 1,623 4,133 68 1,715 584 2,367 844 3,211 1,602 184 108 2,054 3,948 69 1,263 1,026 2,358 2,566 4,924 Deferred tax assets Deferred tax liabilities 30 June 2019 $’000 30 June 2018 $’000 30 June 2019 $’000 30 June 2018 $’000 3,948 (482) 68 599 4,133 4,718 (262) 84 (592) 3,948 2,358 (110) - 119 2,367 3,306 (399) 80 (629) 2,358 Income tax expense is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in the Consolidated Statement of Comprehensive Income. Income tax expense on the profit or loss of the period comprises current tax and deferred tax. Current tax payable Current tax payable is the expected tax payable on the taxable income for the financial year using tax rates that have been enacted, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred income tax is provided on all temporary differences at the reporting date. Temporary differences are calculated at each reporting date as the difference between the carrying amount of assets and liabilities for financial reporting purposes and their tax base. Deferred income tax liabilities are recognised for all taxable temporary differences except: • Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and • When the taxable temporary differences associated with the investments in subsidiaries and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. • When the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affect neither the accounting profit nor the taxable profit and loss; and • When the deductible temporary differences are associated with investments in subsidiaries, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxable authority. The Group undertakes transactions in the ordinary course of business where the income tax treatment requires the exercise of judgement. The Group estimates its tax liability based on its understanding of the tax law. Tax consolidation The Group has elected to be taxed as a single entity under the tax consolidation regime. The head company is MyState Limited. The members of the Group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities among the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. The Company and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Company has applied the separate tax payer within group approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the Company 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. 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. 8.1 Parent entity information The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to note 1 and policy notes within the financial statements for a summary of the significant accounting policies relating to the Group. Statement of Financial Position Assets Cash and liquid assets Other receivables Related party receivables Investments in subsidiaries Deferred tax assets Total assets 30 June 2019 $’000 30 June 2018 $’000 193 297 2,393 2,705 176 1,749 256,867 253,674 920 1,312 260,670 259,616 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 84 85 Statement of Financial Position (continued) 30 June 2019 $’000 30 June 2018 $’000 The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of these three elements of control. Liabilities Other liabilities Related party payables Tax liabilities Employee benefit provisions Total liabilities Net assets Equity Share capital Retained earnings Reserves Total equity Financial performance Profit after income tax for the year Other comprehensive income Total comprehensive income 564 - 630 353 1,547 1,044 36 2,561 283 3,924 259,123 255,692 254,634 251,308 3,849 640 3,901 483 259,123 255,692 25,965 25,785 – – 25,965 25,785 The parent entity has not entered in to any guarantees and does not have any contingent liabilities as at 30 June 2019 (30 June 2018: nil). Transactions between the Company and the consolidated entities principally arise from the provision of management and governance services. All transactions with subsidiaries are in accordance with regulatory requirements, the majority of which are on commercial terms. All transactions undertaken during the financial year with the consolidated entities are eliminated in the Consolidated Financial Statements. Amounts due from and due to entities are presented separately in the Statement of Financial Position of the Company except where offsetting reflects the substance of the transaction or event. 8.2 Controlled entities and principles of consolidation Details of the Group’s material subsidiaries at the end of the reporting period are as follows. Significant subsidiaries MyState Bank Limited Tasmanian Perpetual Trustees Limited Connect Asset Management Pty Ltd Principal activities Banking Wealth Management Manager of Securitisation Vehicles Country of Incorporation Ownership Interest Australia Australia Australia 100% 100% 100% Basis of consolidation accounting policy The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company: • Has power over the investee; • Is exposed, or has rights, to variable returns from its involvement with the investee; and • Has the ability to use its power to affect its returns. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including: • The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; • Potential voting rights held by the Company, other vote holders or other parties; • Rights arising from other contractual arrangements; and • Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Income Statement and Other Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of Other Comprehensive Income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. 8.3 Related party disclosures The ultimate parent entity and controlling entity is MyState Limited. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed in the following paragraphs. Managed Investment Schemes Within the Group, Tasmanian Perpetual Trustees Limited (TPT) is a Responsible Entity for Managed Investment Schemes (Funds) and, accordingly, has significant influence over their activities. TPT receives management fees from these Funds. TPT also pays expenses of the Funds for which it is reimbursed. TPT and the Company have also invested in these Funds and receive distributions on these investments. These investments are made on the same terms and conditions that apply to all investors in these Funds. Details of these transactions and balances are as follows: Management fees received Balance of investment held at year end Distributions received from managed funds Consolidated TPT 30 June 2019 $’000 30 June 2018 $’000 30 June 2019 $’000 30 June 2018 $’000 10,242 10,802 289 10,122 10,242 10,122 9,867 205 8,499 217 5,120 152 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 86 87 The Funds have: • Accepted money on deposit from Directors and Executives or entities associated with Directors and Executives at prevailing Fund rates and conditions; • Loaned money to MyState Bank, in the form of term deposits, totalling $17.75 million (2018: $20.25 million); and Other operating leases have an average term of 3 to 5 years for property and are non-cancellable. Assets that are the subject of operating leases are computer equipment and property. MSB has provided guarantees to third-parties in order to secure the obligations of customers. The range of situations in which guarantees are given include: • Local Government Authorities, to secure the obligations of property and sub-divisional developers to complete • Invested in the ConQuest Trusts Residential Mortgage Backed Securities Program in the form of Class A and B notes infrastructure developments; totalling $57.77 million (2018: $33.16 million). These deposits are made on the same terms and conditions that apply to all similar transactions. to complete building works; • Local Government Authorities, Schools and other building owners, to secure the obligations of building contractors Key Management Personnel • Landlords, to secure the obligations of tenants to pay rent; and Individual Directors and Executive compensation disclosures Information regarding individual Directors, Executive compensation, and equity instruments disclosures, as required by the Corporations Regulation 2M.2.03, is provided in the Remuneration Report section of the Directors’ report. Disclosure of the compensation and other transactions with key management personnel (KMP) is required pursuant to the requirements of Australian Accounting Standard AASB 124 Related Party Disclosures. The KMP of the Group is comprised of the Non Executive Directors, Managing Director and Chief Executive Officer and certain Executives. Key management personnel compensation The key management personnel compensation comprised: Short-term employee benefits Post employment benefits Share-Based payment (i) Termination benefits 30 June 2019 $’000 30 June 2018 $’000 3,734 4,025 314 147 - 342 162 195 (i) These amounts are estimates of compensation and include a portion that will only vest to the Managing Director or Executive when certain performance criteria are met or a ‘Capital Event’ occurs. The fair value of shares is calculated at the date of grant and is allocated to each reporting period over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the shares allocated to this reporting period. 9.1 Contingent liabilities and expenditure commitments Operating lease expenditure commitments not later than 1 year later than 1 and not later than 5 years later than 5 years Total lease expenditure contracted for at balance date 30 June 2019 $’000 30 June 2018 $’000 3,767 10,024 4,900 18,691 3,793 10,973 8,423 23,189 The Group occupies a number of properties which house its branch network. The leases for these properties are on normal commercial terms and conditions. The usual initial term for these leases is five years. In the 2012 period, MyState Bank Limited (MSB) commenced leasing its Headquarters building located in Hobart. The term of the lease is fifteen years, with an option for a further ten year term. Rental increases over the term of the lease are determined by reference to movements in the consumer price index. In the 2015 period, the Group also entered into a lease of a property situated in Launceston, which is principally used to house elements of the Tasmanian Perpetual Trustees Limited (TPT) business. The term of the lease is five years, with an option for two further five year terms. Rental increases over the term of the lease are determined by reference to movements in the consumer price index. If the options for further terms are exercised, the rental is to be determined by market appraisal at that time. • CUSCAL, to secure payroll and direct debit payments processed by CUSCAL on behalf of customers. Customer commitments Loans approved but not advanced to borrowers Undrawn continuing lines of credit Performance guarantees Total customer commitments 50,529 59,092 3,378 76,319 63,658 2,947 112,999 142,924 Guarantees are issued in accordance with approved Board policy. Those guarantees over $10,000 are required to be secured. In the event that a payment is made under a guarantee, the customer’s obligation to MSB is crystallised in the form of an overdraft or loan. Bank Guarantee 1,000 1,000 The Group is a non-broker participant in the Clearing House Electronic Sub Register System operated by the Australian Securities Exchange and has provided a guarantee and indemnity for the settlement account from Bendigo and Adelaide Bank Limited (BABL). The Group maintains a deposit with BABL for $1,000,000 (2018: $1,000,000) as collateral for the guarantee. Estate Administration The Group acts as executor and trustee for a significant number of trusts and estates. In this capacity, the Group has incurred liabilities for which it has a right of indemnity out of the assets of those trusts and estates. Accordingly, these liabilities are not reflected in the financial statements. Other contracted commitments for expenditure on plant and equipment as at the reporting date are for only minimal amounts. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 88 89 9.2 Remuneration of auditors • AASB 2018-1 Amendments to Australian Accounting Standards – Annual Improvements 2015-2017 Cycles. During the financial year, the following fees were paid or payable for services provided by the auditor of the Group, Wise Lord & Ferguson: • AASB 2018-2 Amendments to Australian Accounting Standards – Plan Amendment, Curtailment or Settlement. 30 June 2019 $’000 30 June 2018 $’000 • AASB 2018-3 Amendments to Australian Accounting Standards – Reduced Disclosure Requirements. The adoption of the following new standards has impacted the financial statements this financial year: Audit services Audit of the financial statements of the consolidated entities Total remuneration for audit services Audit related services Assurance related services Audit of loans and other services to the securitisation program Total remuneration for audit related services Other non-external audit related services Other services Total remuneration for non-audit related services Total remuneration for services provided 9.3 Events subsequent to balance date 382 382 46 12 58 33 33 473 380 380 45 21 66 51 51 497 There were no matters or circumstances that have arisen since the end of the year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. 9.4 Other significant accounting policies, new accounting standards and disclosures The principal accounting policies, which are consistent with those applied in the comparative period unless otherwise stated, that have been adopted in the preparation of the financial report are set out in this section and the preceding sections. (i) Other assets Other assets comprise accounts receivable, accrued income and prepayments. Accounts receivable are initially recorded at the fair value of the amounts to be received and are subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment loss. (ii) Other liabilities Other liabilities comprise accounts payable and accrued expenses and represent liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of the recognition of the liability. (iii) New and revised accounting standards The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application for reporting periods beginning on or after 1 July 2018 that have been issued by the Australian Accounting Standards Board (AASB). The adoption of these accounting standards has not resulted in any impacts to the financial statements: • AASB 2014-10 Amendments to Australian Accounting Standards - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. • AASB 2017-6 Amendments to Australian Accounting Standards – Prepayment Features with Negative Compensation. • AASB 2017-7 Amendments to Australian Accounting Standards – Long-term Interests in Associates and Joint Ventures. (a) AASB 9 Financial Instruments In December 2014, the AASB issued AASB 9 Financial Instruments which replaces AASB 139 Financial Instruments: Recognition and Measurement. The standard covers four broad topics: Impairment, Classification, Measurement and Hedging. AASB 9 Financial Instruments was effective for periods beginning on or after 1 January 2018. The standard introduced changes in the classification and measurement of financial assets and liabilities and simplifications to hedge accounting, all of which the Group early adopted in 2014. Additionally, AASB 9 included a new Expected Credit Loss (ECL) model for impairment. The Group implemented the ECL model for impairment on 1 July 2018 as outlined further within this note. Impairment The Group has developed a AASB 9 Expected Credit Loss model, which replaces the previous incurred loss approach under AASB 139. Refer to note 4.3 for the new accounting policy. The impact upon adoption on 1 July 2018 is as follows. Transition to ECL Model pre-tax The impairment requirements have been applied prospectively from 1 July 2018 by adjusting opening retained earnings at that date. The Group has elected not to restate prior period comparative balances on adoption of the new standard. Impact The following table provides a pre-tax breakdown of the transition to AASB 9 ECL model from AASB 139 as at 1 July 2018: Collective Provisions Specific Provisions Total Provisions AASB 139 $' 000 359 222 581 AASB 9 $' 000 2,271 222 2,493 Movement $' 000 1,912 - 1,912 The Group’s opening balance sheet adjustment, based on the economic conditions, forecast economic scenarios, management judgements and assumptions as at 1 July 2018, was an increase in impairment provisions of $1.912m before tax, with a corresponding decrease in shareholders’ equity of $1.338m after tax. The increase in the provision for doubtful debts on adoption of the standard has been taken through opening retained earnings as at 1 July 2018, with no impact on the income statement. The impact on the Group’s Common Equity Tier 1 capital adequacy ratio (CET1 ratio ) on the date of adoption was a reduction of 12bps. Governance The Asset and Liability Committee (ALCO) is responsible for reviewing and approving forecast economic scenarios and the associated probability weights applied to each scenario. The Risk and Credit Committee (RCC) is responsible for recommending any adjustments required to account for situations where known or expected risks have not been adequately addressed in the modelling process. The Group’s provision for impairment, impairment on loans and advances and any areas of judgement are reported to the Group’s Audit Committee (GAC) and Board at each reporting period. (b) AASB 15 Revenue from Contracts with Customers AASB 15 Revenue from Contracts with Customers replaces AASB 118 Revenue and is effective for periods beginning on 1 July 2018. The core principle of AASB 15 is that an entity recognises revenue based on the transfer of promised goods or services to customers for an amount that reflects the consideration to which the entity expects to be entitled in MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 90 91 exchange for those goods or services. The model in AASB 15 features a contract based five-step analysis of transactions, to determine whether, how much and when revenue is recognised. The adoption of the new revenue methodology has resulted in no change to the timing of recognition of income. The only adjustment to Group reported revenue is where the Group acts as principal in a settlement arrangement. In these circumstances, the income and expense is required to be shown net. Previously, the Group had certain interchange income and expense that was reported gross, but now, this interchange income and expense has been netted and the comparative restated accordingly. Directors’ Declaration In accordance with a resolution of the Directors of MyState Limited, we state that: The Group has not had an opening balance sheet adjustment. 1. In the opinion of the Directors: The following accounting standards will impact the financial statements in future financial years: (a) The financial statements and notes of the Group set out on pages 51-90 are in accordance with the Corporations (c) AASB 16 Leases AASB 16 Leases replaces AASB 117 Leases and is effective for periods beginning on or after 1 January 2019. MyState Limited will adopt this standard on 1 July 2019. AASB 16 requires lessees to recognise most leases on balance sheet as lease liabilities at the present value of future lease payments with a corresponding right-of-use assets which will be reduced via depreciation over the lease term. Lessees must apply a single model for all recognised leases, but will have the option not to recognise ‘short-term’ leases and leases of ‘low-value’ assets. The accounting for Lessors is largely unchanged. The Group has assessed the impact of this standard on its operating leases (the Group does not have finance leases currently) and has determined that the impact on the timing of expenses related to leases will not differ materially as a result of adoption. The classification of that expense will be disclosed as depreciation expense, in relation to extinguishing the right-of-use-asset, and financing expense, in relation to the implied interest costs used in the valuation of the lease liability used in the valuation of the lease liability. As a result of this reclassification, the Group's “Lease expense” will reduce. The Group will adopt the standard on 1 July 2019 and at this date will raise a right-of-use asset at a value equivalent to the lease asset. Comparatives will not be restated. On adoption the Group anticipates that the value of the right-of-use asset and corresponding liability of approximately $12.8M will be recognised on balance sheet in relation to the in-scope leases. (iv) Changes in accounting policy and disclosure The Group has adopted two changes to accounting policies in the current reporting period. These changes have been applied retrospectively in the financial statements. Where comparative information has been amended, references has been made back to this note. 1. Inclusion of Bond Issuance costs in the effective interest rate Costs that are integral to the issuance of bonds have been capitalised in accordance with AASB 9 and amortised over the expected life of the issued bonds. The written down value of these costs had previously been recognised within “Intangible assets and goodwill”, with the amortisation associated previously disclosed within “Administration costs” as “Amortisation - other intangibles”.  In the current reporting period, this policy has been changed. The costs continue to be capitalised in accordance with AASB 9 and amortised over the expected life of the issued bonds, however, the unamortised balance of these costs is now included in “Deposits and other borrowings including subordinated notes” and the expense is included in “Interest expense”, to reflect the average effective interest rate calculation of the bonds issued. The value of unamortised bond issuance costs at 30 June 2019 is $3.637m (30 June 2018: $5.026m). Amortisation expense related to bond issuance costs at 30 June 2019 is $1.697m (30 June 2018: $1.318m). 2. Inclusion of Mortgage Offset Accounts in the calculation of average interest earned on assets The balance of Mortgage Offset accounts is included within “Deposits and other borrowings including subordinated notes” on the Consolidated Statement of Financial Position, which is unchanged. In Note 3.3 “Average balance sheet and source of net interest income”, offset accounts had previously been reported in the liabilities total “Deposits and derivatives”. As these balances represent a proportion of Loans and advances that are non-interest earning, this disclosure has changed and offset accounts are now netted off against the balance of “Loans and advances” to reflect the interest earning balances more accurately. The quantitative impact of this change is disclosed in the Note 3.3. Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year ended on that date; and (ii) Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (b) There are reasonable grounds to believe that MyState Limited will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2019. 3. The financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1.2. This declaration is made in accordance with a resolution of the Directors. On behalf of the Board Miles Hampton Chairman Hobart, dated 23 August 2019 Melos Sulicich Managing Director and Chief Executive Officer MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 92 Financial Report As at 30 June 2019 93 Independent Auditor’s Report Independent Auditor’s Report To the Shareholders of MyState Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of MyState Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the Directors’ declaration of the Company. In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: I. giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year then ended; and II. complying with Australian Accounting Standards and the Corporations Regulations 2001. 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 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 and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia; and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Financial Report. Liability limited by a scheme approved under Professional Standards Legislation. 1st Floor 160 Collins Street, Hobart TAS 7000 GPO Box 1083 Hobart TAS 7000 03 6223 6155 Move Forward email@wlf.com.au www.wlf.com.au 1. Operation of IT systems and Controls Key audit matter How our audit addressed the matter A significant part of the Group’s financial reporting process IT systems with automated processes and controls for the capture, processing, storage and extraction of information. is heavily reliant on An essential part of IT system is ensuring appropriate user access and change management protocols exist and are being observed. These protocols are important because they ensure that access and changes to IT systems and related data are made and authorised in an appropriate manner. These key controls mitigate potential fraud or error because of change to an application or underlying data. MyState has outsourced arrangements for a number of key IT processes. We focus our audit on those IT systems and controls that are significant to the Group’s financial reporting process. tested We assessed and the design and operating effectiveness of the Group’s IT controls, including those over user access and change management as well as data reliability. This involved assessing: • • • • for software Technology control environment and governance; Change management processes applications; Access controls designed to enforce segregation of duties; System development, reviewing the appropriateness of managements implementation controls; testing and • We carried out direct tests of the operation of key programs to establish the accuracy of calculations, the correct generation of reports, and to assess the correct operation of automated controls and technology-dependent manual controls; and Third party reports on IT systems and controls. • For outsourced providers, we obtain assurance from third party auditors on the design and operating effectiveness of controls. 2. Recognition and Measurement – Intangible Assets Refer to Note 5.2 ‘Intangible assets and goodwill’ Key audit matter How our audit addressed the matter The Group is in the process of enhancing its IT systems. During the financial year, a number of strategic transformative projects were developed and implemented. New systems were researched, designed, projects commenced and completed. This increased the amount of costs capitalised as intangible assets in relation to significant projects. The recognition and measurement of these costs requires internally generated intangible assets as to when the costs incurred on projects transition from research to development. judgement, particularly for To address the risk of material misstatement and obtain sufficient audit evidence, we performed the following procedures over intangible assets: • We evaluated and tested the Group’s processes for recognising intangible assets; • We reviewed amounts capitalised for significant projects currently being completed by the group. This included a retrospective assessment of amounts capitalised in early stages of significant projects; • We reviewed the Group’s processes for considering the completion of projects and commencement of amortisation; and • We ensured intangible assets made redundant through new projects were written off. MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019 94 95 3. Provision for Doubtful Debts Refer to Note 4.3 ‘Loans and advances’ Why significant How our audit addressed the matter The provision for doubtful debts is determined in accordance with the requirements of AASB 9 Financial Instruments. We focus on this area because of the significant judgement involved in determining the provision for impairment of loans that exceed specific thresholds are individually assessed by management with reference to future cash repayments and proceeds from the realisation of security. for doubtful debts. Provision Other loans that do not have an individually assessed provision are assessed on a portfolio basis with loans with similar risk characteristics. Key areas of judgement included: • • The design of the economic credit loss model used; The selection of assumptions adopted such as the probability of default, loss given default, exposure at default and forward looking information. Other Information To address the risk of material misstatement and obtain sufficient audit evidence, we performed the following procedures over the provisions for doubtful debts: • • • • • • Assessed the governance oversight; Reviewed and tested the calculation of the expected credit loss model, including the specific provision and collective provision for impairment; Ensured the methodology for write off of debt was consistent with prior periods; Tested the accuracy of the data used to calculate the provision; Reviewed a sample of current arrears balances and reviewed follow up procedures, including whether specific in arrears had been financial assets appropriately provided; and Reviewed management assessments for provision for loans that exceed specific thresholds. The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. 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, 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. 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 has 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • • • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 96 97 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages xx to xx of the Directors’ report for the year ended 30 June 2019. 36 to 47 In our opinion, the Remuneration Report of MyState Limited, for the year ended 30 June 2019 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. JOANNE DOYLE Partner Wise Lord & Ferguson Chartered Accountants Date: 23 August 2019 Information relating to shareholders Range of Units (Snapshot) as at 23 August 2019 Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Rounding Total Unmarketable Parcels Minimum $500.00 parcel at $4.70 per unit Top Holders (Snapshot) as at 23 August 2019 Rank Name Total holders Units % of Issued Capital 57,346 23,088,272 3,164 1,145 965 44 8,593,580 8,584,856 21,960,902 28,812,935 25.36 9.44 9.43 24.12 31.65 0.00 62,664 91,040,545 100.00 Minimum Parcel Size Holders 107 359 Units 12473 1. 2. 3. 4. 5. 6. 7. 8. 9. J P MORGAN NOMINEES AUSTRALIA PTY LIMITED CITICORP NOMINEES PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATIONAL NOMINEES LIMITED SELECT MANAGED FUNDS LTD NEALE EDWARDS PTY LTD MR BRIAN DAVID FAULKNER BEECHWORTH HOLDINGS PTY LTD PRESTIGE FURNITURE PTY LTD 10. AUSTRALIAN EXECUTOR TRUSTEES LIMITED 11. MRS WENDY JEAN FAULKNER 12. 13. 14. BNP PARIBAS NOMS PTY LTD ECAPITAL NOMINEES PTY LIMITED UBS NOMINEES PTY LTD 15. MRS JOAN ELIZABETH EVERSHED 16. 17. BNP PARIBAS NOMINEES PTY LTD DONETTA PTY LIMITED 18. GARMARAL PTY LTD 19. NETWEALTH INVESTMENTS LIMITED 20. LYMAL PTY LTD Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) Total Remaining Holders Balance Units % of Units 7,579,398 5,024,494 3,372,799 1,572,219 1,225,960 901,285 750,000 721,700 464,000 458,616 405,000 393,433 378,366 327,246 312,547 307,784 255,000 253,011 248,508 244,140 8.33 5.52 3.70 1.73 1.35 0.99 0.82 0.79 0.51 0.50 0.44 0.43 0.42 0.36 0.34 0.34 0.28 0.28 0.27 0.27 25,195,506 65,845,039 27.68 72.32 MyState Limited Annual Report 2019MyState Limited Annual Report 2019Financial ReportAs at 30 June 2019Financial ReportAs at 30 June 2019 99 Corporate Directory Registered Office: MyState Limited ABN: 26 133 623 962 Level 2, 137 Harrington Street Hobart TAS 7000 Phone: 138 001 Website: mystatelimited.com.au Email: info@mystatelimited.com.au Directors (As at 30 June 2019) Miles Hampton (Chairman – non-executive) Melos Sulicich (Managing Director and Chief Executive Officer) Robert Gordon (non-executive Director) Sibylle Krieger (non-executive Director) Warren Lee (non-executive Director) Stephen Lonie (non-executive Director) Andrea Waters (non-executive Director) Company Secretary Scott Lukianenko Share Registry Computershare Investor Services GPO Box 2975EE Melbourne VIC 3000 Telephone: 1300 538 803 Overseas callers: +61 3 9415 4660 Website: computershare.com.au Auditors Wise Lord & Ferguson 1st Floor, 160 Collins Street Hobart TAS 7000 Australian Securities Exchange Listing MyState Limited is listed on the Australian Securities Exchange under the code MYS. MyState Bank ABN: 89 067 729 195 Phone: 138 001 Website: mystate.com.au Email: info@mystate.com.au Tasmanian Perpetual Trustees ABN: 97 009 475 629 Phone: 1300 138 044 Website: tasmanianperpetual.com.au Email: info@tptl.com.au Apple, Apple Pay and the Apple Pay logo are trademarks of Apple Inc., registered in the U.S. and other countries. Android, Google Pay and the Google Pay Logo are trademarks of Google LLC. Fitbit, Fitbit Pay and the Fitbit Pay logo are trademarks or registered trademarks of Fitbit, Inc. in the U.S. and other countries. Garmin, the Garmin Pay logo, and the Garmin delta are trademarks of Garmin Ltd. or its subsidiaries and are registered in one or more countries, including the U.S. Garmin Pay is a trademark of Garmin Ltd. or its subsidiaries. Samsung, Samsung Pay and the Samsung Pay logo are registered trademarks of Samsung Electronics Co., Ltd. MyState Limited Annual Report 2019 mystatelimited.com.au

Continue reading text version or see original annual report in PDF format above