nVent Electric
Annual Report 2017

Plain-text annual report

T R A N S F O R M I N G L I V E S T H R O U G H E D U C A T I O N N A V I T A S L I M I T E D A N N U A L R E P O R T 2 0 1 7 TRANSFORMING LIVES THROUGH EDUCATION Navitas has helped generations of learners transform their lives through education. For over 40 years, hundreds of thousands of learners from around the world have graduated from Navitas colleges, having experienced a teaching and learning environment that supports them to harness their talents and achieve their dreams. Navitas’ success is underpinned by its unparalleled international network, a peerless commitment to student experiences and outcomes, a track record of working in partnership with universities and industry and a passion for discovering new technologies and models of teaching and learning that will improve education now and into the future. From pre-university and pathway programs to university, to English language and vocational training and undergraduate and postgraduate degrees, Navitas reaches aspirational learners at more than 120 colleges and campuses across its global network each year, powered by a diverse group of talented employees. Navitas is a proud Australian company that pioneered an innovative university partnership model of education in Perth in 1994. Its entities have delivered education programs across the country since 1976. Navitas is listed on the Australian Securities Exchange (ASX:NVT) and is part of the S&P/ ASX 200 Index. Navitas Limited Annual Report 2017 III STRATEGY AND VALUES VISION MISSION To be one of the most trusted learning organisations in the world. Navitas is passionate about creating opportunities through lifelong learning, and being a global leader in delivering better learning solutions. Drive to achieve and advance together. Adventurous in mind and spirit. Conviction in our purpose and potential. Genuine in the way we behave and deliver. Rigour to enhance our professional reputation and credibility. Respect by celebrating, valuing and caring for people and the environment. IV Navitas Limited Annual Report 2017 TRANSFORMING LIVES THROUGH EDUCATION ANNUAL REPORT 2017 CONTENTS Navitas Limited Annual Report 2017 001 Operating and Financial Review 002 Navitas’ Global Footprint – . Colleges, Campuses and Offices 004 Highlights and Achievements 006 Chairman and Group CEO Report 008 About Navitas 010 Review of Operations 012 About our Businesses 017 Corporate Responsibility 026 Corporate Governance 028 Navitas Leadership Team 030 Directors’ Report 034 Remuneration Report 040 Financial Statements and Notes 056 Consolidated Statement of Profit or Loss . and Other Comprehensive Income 058 Consolidated Statement of Financial Position 059 Consolidated Statement of Cash Flows 060 Consolidated Statement of Changes in Equity 061 Notes to the Financial Statements 062 Directors’ Declaration 098 Independent Auditor’s Report 099 Additional Information 104 Investor Information 105 Glossary 106 Corporate Information 108 002 Navitas Limited Annual Report 2017 OPERATING AND FINANCIAL REVIEW Navitas Limited Annual Report 2017 003 004 Navitas Limited Annual Report 2017 North America Atlanta, Boca Raton, Boston, Chicago, Dartmouth, Durham, Emeryville, Los Angeles, Lowell, Miami, Moscow, Nashville, New York, Petersburg, San Francisco, San Jose, Vancouver, Winnipeg Mexico Mexico City South America Bogota, Curacao NAVITAS’ GLOBAL FOOTPRINT – COLLEGES, CAMPUSES AND OFFICES Navitas offers an extensive range of educational services via more than 120 colleges and campuses across its global network. More information about education opportunities at these locations is available at navitas.com. Colleges and Campuses (Region) Offshore Marketing Offices (Region) China, India, Japan, Middle East, Nigeria, Pakistan, Russia, South Korea, Turkey, UK, Vietnam Colleges and Campuses (City) Offshore Marketing Offices (City) Bangalore, Beijing, Beyoglu, Chengdu, Dubai, Guangzhou, Hanoi, Ho Chi Minh City, Hong Kong, Jakarta, Kuala Lumpur, Lagos, Lahore, London, Moscow, New Delhi, Pune, Riyadh, Seoul, Shanghai, Singapore, Taipei, Tokyo Navitas Limited Annual Report 2017 005 United Kingdom Aberdeen, Birmingham, Cambridge, Edinburgh, Glasgow, Hertfordshire, Liverpool, London, Northampton, Oxford, Plymouth, Portsmouth, Swansea Europe Amsterdam, Athens, Belgrade, Barcelona, Berlin, Bochum, Brussels, Bucharest, Cologne, Frankfurt, Geneva, Hamburg, Leipzig, Madrid, Milan, Munich, Paris, Stockholm, Stuttgart, Vienna, Zurich Sri Lanka Colombo Middle East Amman, Dubai, Jeddah South East Asia Bangkok, Jakarta, Singapore Africa Cape Town Australia/New Zealand Adelaide, Auckland, Brisbane, Byron Bay, Canberra, Christchurch, Geelong, Gold Coast, Darwin, Melbourne, Newcastle, Perth, Sydney 006 Navitas Limited Annual Report 2017 HIGHLIGHTS AND ACHIEVEMENTS QUALITY EFFICIENCY GROWTH Continued delivery of strong student experience and academic outcomes 170 basis point increase in Careers and Industry EBITDA margin New agreements with University of Idaho and Richard Bland College signed in the US Average University Pass rates 82%, Retention 87%, Progression 94% Creation of the Careers and Industry Division 5% enrolment growth for University Partnerships 5 University Partnership contracts renewed Operations streamlined and shared service implementation progressed Navitas Ventures launched Navitas Group Revenue $955.2m Navitas Group EBITDA $155.0m Navitas Group NPAT $80.3m 1200 1000 800 600 200 100 1010.7 164.6 80 74.6 980.3 955.2 150 163.1 155.0 90.1 80.3 71.8 878.2 731.7 144.9 130.0 FY13 FY14 FY15 FY16 FY17 100 FY13 FY14 FY15 FY16 FY17 60 40 51.6 FY13 FY14 FY15 FY16 FY17 Navitas Limited Annual Report 2017 007 CORPORATE RESPONSIBILITY Non-Executive Director Diversity Management Diversity Staff Diversity 43% 57% 39% 61% 63% 37% $ 5 60,000 185 Scholarships Awarded worth Navitas Education Trust Donations $1.8m 467 Hours Volunteered 5 Year Financial Summary Revenue EBITDA* Profit attributable to members of Navitas Basic earnings per Share (cents) Interim dividend per Share (cents) (fully franked) Final dividend per Share (cents) 2017 $000s 2016 $000s 2015 $000s 2014 $000s 2013 $000s % change 17/16 955,195 1,010,651 980,341 878,219 731,734 155,048 164,581 163,107 144,929 130,002 (5) (6) 80,337 90,078 71,810 51,584 74,575 22.1 9.4 10.1 24.0 9.6 9.9 19.1 9.4 10.1 13.7 9.4 10.1 19.9 9.3 10.2 EVA® created 49,545 60,286 62,861 51,779 46,100 Operating cash flows 101,534 125,810 141,834 140,939 126,819 Total equity 155,738 209,799 206,667 211,709 235,747 Return on capital employed 18.2% 21.6% 22.8% 19.9% 19.0% * EBITDA = Earnings before impairment, taxes, depreciation, amortisation and non-operating gains or losses. EBITDA excludes the share of results of equity accounted investments in joint ventures. 008 Navitas Limited Annual Report 2017 CHAIRMAN AND GROUP CEO REPORT Dear Shareholder, The 2017 financial year (FY17) was a period of transformation for the business. We simplified and streamlined operations, revised our long-term strategy, and continued to invest in the Group’s future growth. Our commitment to the Group’s vision and purpose remains steadfast. The resilience of the Group’s FY17 earnings during a period of significant market and business change is directly related to this commitment. Quality outcomes continue to be delivered Navitas’ academic outcomes can be seen in the strong pass, retention and progression- to-partner university rates. Net Promoter Scores and other student satisfaction surveys completed across the Group including the Australian Quality Indicators for Learning and Teaching surveys confirm the Group’s quality delivery. We were delighted that the Group’s ACAP won the right to self-accredit. In addition, SAE Australia, ACAP and HSA were all approved to access the new VET Student Loan system by the Australian Government from FY18. Efficiency initiatives underpin improved margins Significant work was completed to simplify the business and improve efficiency. Global shared service centres for Finance and HR were created. Our University Partnerships operating model was standardised to focus on delivering better outcomes for students and partners. In addition, a global Learning and Teaching team was created to drive innovation in delivery and best practice across the Group. The Careers and Industry Division was created, merging the former SAE and Professional and English Programs Divisions. This new Division delivers education and training to industry facing sectors, and has generated cost efficiencies through the pooling of resources such as marketing, compliance and general management. Having reviewed the performance of all business units in FY17, we also closed a small number of sub-optimal operations. Growth achieved across operational metrics The University Partnerships Division grew enrolments by 5% over FY17 and increased fees by 2.5% on average. New partnership contracts were signed with the University of Idaho and the Richard Bland College of William and Mary in the US, and five existing partner contracts were successfully renewed. Edith Cowan College also converted to a joint venture to expand the strategic opportunity for the college with our partner. Finally, the Macquarie University and Curtin Sydney contracts concluded as both colleges finished teaching to students and closed in FY17. The Careers and Industry Division opened a new SAE campus in Hannover, and entered the attractive Canadian market through the acquisition of a college in Vancouver. Several SAE campuses were refurbished and Navitas Limited Annual Report 2017 009 relocated, including Sydney and Berlin, to continue to drive improved student outcomes and enrolments. Lastly, Navitas Ventures was launched to provide a platform to extend into the next generation of education focused initiatives for growth. A resilient result given market conditions Solid growth in student volumes across most operations reduced the impact of the closure of two Australian University Partnerships colleges. The closures, together with the conversion of a college to a joint venture and significant adverse foreign exchange translation movements in the year, reduced Group revenue by 5% to $955.2m. However, improved operating leverage and increased efficiencies offset the lower revenue, with pro-forma EBITDA2 remaining in line with FY16 at $161.0m. The Careers and Industry Division was also awarded fewer contract regions via the retender process for the Adult Migrant English Program which will reduce the Division’s performance in FY18. Updated strategy to drive long-term growth A strategic review in the second half of FY17 confirmed continued strong growth in demand for both international and tertiary education across many of Navitas’ core markets. An evolving sector will provide extensive growth opportunities for a nimble, well-funded and high-quality education provider like Navitas. Further detail on the updated strategy and progress is outlined in this Annual Report. Capital management initiatives Navitas has delivered a fully franked FY17 dividend of 19.5 cents per share. The Dividend Reinvestment Plan will continue. In addition, Navitas continued its share buy-back program. To date approximately 70% of the buy-back has been completed, and the Company will continue to purchase shares when appropriate, with a focus on value accretion. Good corporate governance An overview of our governance and risk management processes is available on page 28 and the full version of our corporate governance statement is at www.navitas. com/organisation/investors. We encourage shareholders to read it in full. Navitas’ relentless focus on quality outcomes for students and partners has delivered a high ratio of partnership contract extensions over the Company’s 23 year history, with five more renewals occurring in FY17. Succession planning is also critical to the ongoing success of Navitas and the Board has continued to focus on Director and senior executive capability and renewal during FY17. This has included a change of Chairman of the Board, and the appointment of David Robb as a Non-Executive Director. Succession planning for key roles remains a priority for the Board. Thank you for your continued support Navitas has done much to strengthen its platform for long term growth throughout FY17. The Company’s global operating structures are transforming to provide the best platform to execute our strategy and deliver on growth opportunities. The benefits can already be seen in the continued student growth and improved EBITDA margins for the Group. In addition, we are focused on pursuing a wide array of new opportunities to create value for students, partners and shareholders. We would like to thank the Board and the entire Navitas team for their contribution to the outcomes achieved in FY17 and their willingness to embrace the changes needed for a successful future. We would also like to thank all our shareholders for their continued support and look forward to delivering continued growth in shareholder returns. TRACEY HORTON AO Chairman ROD JONES Group Chief Executive Officer 2 Pro-forma EBITDA includes share of EBITDA from joint ventures and excludes foreign currency translation movements – see page 12 010 Navitas Limited Annual Report 2017 ABOUT NAVITAS Vision and purpose Navitas’ vision is to be universally recognised as one of the most trusted learning organisations, and its purpose is to transform lives by increasing student access to quality tertiary education. PURPOSE Transform lives by increasing student access to quality tertiary education CONVICTION DRIVE ADVENTUROUS RIGOUR GENUINE RESPECT VISION To be universally recognised as one of the world's most trusted learning organisations UNIVERSITY PARTNERSHIP (UP) BUSINESSES CAREERS AND INDUSTRY (C&I) BUSINESSES NAVITAS VENTURES The preferred transformation partner to universities around the world Australasia | North America | Europe Providing students with a quality, valued education in segments with strong employment prospects Scaling ideas and growing teams that unleash human potential and transform the way the world learns Creative | Government Programs | Human Services | Health Incubation | Investment | Partnerships MEASURES OF SUCCESS WORLD CLASS QUALITY LEADING EFFICIENCY SUSTAINABLE GROWTH Partner NPS | Contract renewal | Student progression | Employee engagement | Senior retention EBITDA Margin Student commencements | EFTSU | New partners | EBITDA | EVA® Product and information distribution Enquiry and offer management Timetabling and registration Study and learning Completion and graduation sts of servic e s , $ o C 2 5 1 . 2 m Wealth cre a t e d , $ 7 0 4 . 0 m Group revenue $955.2m How we create value Navitas is an Australian headquartered, global education company operating in 31 countries. Guided by its vision, purpose and values, Navitas creates value by providing high quality outcomes and experiences to our students through their learning journey: This commitment to high quality academic outcomes and student experience covers more than 120 education and training operations in the post-secondary education sector. Navitas also plays a vital economic role in its communities. In FY17 wealth generated by Navitas was distributed as follows: 7% 7% 31% Wealth created $704.0m 10% 22% 23% Academic staff University partners Dividends Reinvested Non academic employees Tax Navitas Limited Annual Report 2017 011 Navitas operates across three main Divisions, supported by a shared corporate function: • University Partnerships: provides pre-university, managed campus and university pathway programs that increase students’ access to higher education and prepares them for future success; • Careers and Industry (formed in FY17 by the merger of the former SAE and Professional and English Programs Divisions): delivers vocational and higher education programs in the creative, government services, human services and health sectors; and Strategy • Navitas Ventures: incubates, invests and partners in emerging education innovation and technology to support the development of newly evolving education models and initiatives. In FY17 Navitas reviewed its strategic direction, examining the Company’s strategic position, identifying the key strategic areas of focus, and defining new strategic goals to target. Part One Where are we now? Part Two Where do we want to be? Part Three How do we get there? Confirming our strategic position, core capabilities and conducting a diagnostic of our markets and portfolio to evaluate our strengths, weaknesses, opportunities and threats. Developing a clear direction and prioritising a handful of key focus areas that leverage our strengths and reposition Navitas with key opportunities we can pursue and measure. Planning, resourcing and executing the plan to get from where we are today to where we want to be. Disciplined execution of our strategy following specific measurable KPIs. The process clarified three distinct strategic phases for Navitas over the coming years: • Simplification phase (FY16 - FY17) - build strong foundations by developing critical capabilities, simplifying the business, and improving relationships with students and partners; • Expansion phase (FY18 +) - leverage a lean and agile core to expand into strategic areas and explore new growth opportunities; and • Endurance phase (FY20+) - using these new growth areas to access future opportunities, and build new capabilities that will differentiate and future proof the business. The Group intends to deliver the following set of Key Strategic Goals by 2020, under the three pillars of quality, efficiency and growth. Progress to date includes: The strategic plan incorporates the following vision and goals: Division Vision Goals University Partnerships Careers and Industry Navitas Ventures To be the preferred transformation partner to universities around the world Provide students with a quality, valued education in segments with strong employment prospects Scale ideas and invest in new education models and technology • Extend and enhance University partnerships contracts, services and student outcomes • Develop new products • Grow, retain and support partners • Refocus the Division into industry aligned sectors Increase performance of the core including • academic outcomes • Develop future business opportunities • Appoint key resources and establish deal pipeline • Make investments that provide a 15% minimum IRR to Navitas • Gain access to new capabilities that build, extend and hedge our core business Metric QUALITY EFFICIENCY GROWTH FY17 1. Pass rates of 82% 2. Retention rates of 87% 2020 Target 1. Pass rates to 84%1 2. Retention rates to 90%1 1. Group EBITDA Margin flat at 16.3% 2. SAE EBITDA Margin up 80bps to 14.9% 3. KPI commences in FY18 1. 18% Group EBITDA Margin 2. 20% SAE EBITDA Margin 3. Annual capex under $20m 1. Group revenue decreased by 5% 2. 5% full time enrolment CAGR in FY17 3. KPI Commences in FY18 1. 5%2 revenue CAGR 2. 5% full time enrolment CAGR 3. 5 new university partnerships1 1 University Partnerships Division only 2 Based on constant currency and CAGR calculated assuming AMEP revenue reduction excluded from FY17 to FY20. This reduces to 3% CAGR against FY17 Group revenue if AMEP revenue is included. 012 Navitas Limited Annual Report 2017 REVIEW OF OPERATIONS FY17 Group Financial performance The Group’s summary results for FY17 were: Year ended 30 June 2017 2016 % growth (actual FX) % growth (constant FX) (3) (3) (1) - - - - 955.2 155.0 161.0 136.4 80.3 22.1 19.5 1,010.7 164.6 163.2 133.1 90.1 24.0 19.5 Revenue was distributed geographically as below: 4% 6% 8% $955.2m 9% 10% 63% (5) (6) (1) 3 (11) (8) - Australia US Canada UK EU ROW Total revenue ($m) Reported EBITDA ($m) Pro-forma EBITDA ($m)1 EBIT ($m) Reported NPAT ($m) EPS (cents) Full year dividend (cents fully franked) 1 Pro-forma EBITDA is defined in the table below Total revenue decreased by 5% to $955.2m reflecting: • Solid enrolment growth in Australian and Canadian University Partnerships colleges; • Growth in AMEP clients following an increased intake of humanitarian entrants from Syria in Australia; • The final wind-down and closure of the Macquarie and Curtin Sydney colleges; • The continued restrictive policy environment in the UK; • The de-recognition of more than $17.0m of revenue following the conversion of Edith Cowan College to a joint venture; and • The unfavourable $27.6m impact from foreign currency translation movements. Reported EBITDA decreased 6% to $155.0m driven primarily by the decline in revenue but partially offset by lower costs from improved operating efficiency. On a constant currency basis, the decline in EBITDA was only 1%. Reported NPAT decreased by 11% to $80.3m in line with the decrease in reported EBITDA. While NPAT benefited by a net $14.3m non-recurring gain principally from the conversion of Edith Cowan College to a joint venture, this was more than offset by the revenue reduction, an increase in effective tax rate to 38.2% following a partial de-recognition of US carry forward tax losses (see note 3.4.3) and higher depreciation and net interest. Divisional EBITDA results were as follows: Year ended 30 June $m University Partnerships1 Professional and English Programs (PEP) SAE Careers & Industry Divisional EBITDA Corporate costs Reported Group EBITDA Share of EBITDA from joint ventures Foreign exchange movements Pro-forma EBITDA2 2017 20161 % growth (actual FX) % growth (constant FX) 2017 EBITDA margin (%) 131.2 146.9 (11) 31.1 29.9 61.0 192.2 (37.2) 155.0 1.4 4.6 25.4 28.5 53.9 200.8 (36.2) 164.6 (1.4) - 161.0 163.2 22 5 13 (4) 3 (6) - - (1) (8) 22 5 13 (2) 3 (3) - - (1) 22.9 17.8 14.9 16.3 - - 16.3 - - 16.3 Note 1 $64.3m of revenue and $9.7m of EBITDA was reclassified from Professional and English Programs to University Partnerships in FY16 following the restructuring of ELICOS colleges to the Division. All comparative periods adjusted accordingly. Note 2 Pro-forma EBITDA includes share of EBITDA from joint ventures and excludes foreign currency translation movements. Financial controls and systems All of Navitas’ major operations now utilise Oracle which is integrated with a new upgraded student management system. A new shared financial service structure for financial reporting will be completed by the end of the 2017 calendar year. Capex and depreciation Capex for the year was $81.7m, primarily due to $47.8m of costs associated with refurbishing the Group’s new education facility on Elizabeth Street in Sydney. The majority of these costs were largely refunded through a lease incentive provided for the refurbishment. SAE also invested in relocating or refurbishing campuses in Berlin, Sydney and Emeryville to drive further student growth. Depreciation for the year was $32.3m, a 4.9% increase on FY16. This reflected increased capital expenditure in recent years on new SAE campus fit-outs and the continued implementation of the new student management system. Interest Net interest expense of $5.8m was $1.8m higher than FY16 reflecting the impact of the share buy-back program and higher capital expenditures on net debt during the year. Tax For FY17, Navitas’ global effective tax rate increased to 38.2%, due to a partial de-recognition of $8.9m of carry forward tax losses in the US (see note 3.4.3). While demand for education services in the US remains strong recent restrictive immigration practices have impacted on growth forecasts for Navitas’ US operations. The effective tax rate is 31.4% excluding this change in carrying value. Navitas’ global tax rate is impacted by a number of considerations, including the tax rates of the jurisdictions where Navitas derives income and the entitlement to tax concessions, such as research and development deductions. These factors substantially account for any difference between Navitas’ global effective tax rate and the Australian corporate income tax rate of 30%. Navitas’ approach to tax strategy is to ensure robust tax governance across the countries in which Navitas operates, to meet compliance obligations with local tax authorities, and to ensure tax contributions align with the broader objective of being an outstanding corporate citizen. In conducting Navitas’ operations (both in Australia and offshore), Navitas pays tax where the underlying economic activity takes place. Navitas supports initiatives by revenue authorities and large corporations to provide additional tax transparency to stakeholders and the community. To this end Navitas has willingly adopted the Australian Board of Taxation’s Voluntary Tax Transparency Code and other comparable initiatives being adopted internationally. A UK subsidiary of Navitas has been in dispute with HM Revenue & Customs (HMRC) in the UK as to whether the subsidiary provides exempt education for the purposes of UK VAT. Over the course of the dispute Navitas’ UK subsidiary has prepaid all VAT claimed by HMRC pending the result of the court process. The UK subsidiary recently presented its case to the Court of Appeal in the UK, however, on 28 July 2017, the UK subsidiary was formally advised that the Court of Appeal had ruled in favour of HMRC. Based on discussions with Queen's Counsel the UK subsidiary have sought leave to appeal this decision. Balance sheet Net debt at 30 June 2017 was $186.0m (30 June 2016: $56.2m) reflecting: • Lower operating cash flows, mainly due to closed colleges; • The investment of cash from the Group following the conversion of Edith Cowan College to a joint venture; • Increased capital expenditure net of lease incentives; and • $69.8m spend on the share buy- back program. Shareholders’ funds at 30 June 2017 were $155.7m (30 June 2016: $209.8m). Deferred revenue at 30 June 2017 was $262.1m (30 June 2016: $272.7m). Deferred revenue has been impacted by the closure of University Partnerships colleges and the conversion of Edith Cowan College into a joint venture. Cash flows Operating cash flows of $101.5m were down on the prior year (FY16: $125.8m) principally due to the reversal of deferred revenue of closing colleges, the conversion of Edith Cowan College into a joint venture, and the settlement of make good obligations for exited leased premises. These were partially offset by lease incentive contributions and lower income tax paid. Shareholder Value and EVA® Navitas utilises the economic value added (EVA®) framework to assess shareholder value with EVA® being a measure of returns above or below the Group’s weighted average cost of capital for funds employed by the business. Targets for EVA® growth are set every three years and are currently being set for the FY18 to FY20 period. Navitas Limited Annual Report 2017 013 EVA® for FY17 was $49.5m which represents a $10.7m decrease in EVA® compared to FY16. Further details about the calculation of EVA® can be found on page 43 of this report. Dividend The Directors have declared a fully franked final dividend of 10.1 cents per share (FY16: 9.9 cents). This takes the full year, fully franked, dividend to 19.5 cents (FY16: 19.5 cents) in line with the Company’s dividend policy. The dividend will be paid on 15 September 2017 with the record date being 1 September 2017. The Navitas Dividend Reinvestment Plan (DRP) will again be offered at no discount to market. The last date for receipt of an election notice to participate in the DRP is by 5.00pm (AEDT) on 4 September 2017. Risks Navitas deals with a variety of business risks, which it actively assesses and manages as part of its risk management framework. These disclosures relate to economic and social sustainability risks (as defined by the Corporate Governance Principles and Recommendations (3rd Edition) published by the ASX Corporate Governance Council). The Company does not consider it has any material environmental risks. Navitas’ material business risks and the way they are managed are described below. This is not a comprehensive list of the risks involved or the mitigating actions that have been adopted by the Company. Government Policy and Regulation Navitas operates in the higher education sector which is subject to extensive laws and regulations. There are a number of government policies and regulations that, if changed, may have a material adverse impact on the financial and operational performance of Navitas. This past year has seen several government and policy changes in the countries within which Navitas operates. Navitas anticipates more change in the year ahead as these governments increase their focus on improving the economic impact of education and skills. The trend towards stronger border security will also be a factor. Navitas’ presence in North America, Europe and Australasia creates an opportunity to respond to less welcoming visa environments and channel students into colleges and courses in countries with more certain or favorable government immigration settings. Navitas monitors legislative and regulatory developments and engages appropriately with legislative and regulatory bodies to manage this risk. Navitas also engages with industry bodies and non-governmental organisations globally to promote the advancement of international education. Navitas uses a range of formal and informal processes, both internal and external, to monitor, assess, improve and add value to partnerships and relationships. Metrics to measure relationships with key stakeholders and student outcomes are gathered at regular intervals. Contract Renewal The core of Navitas operations is based on contractual relationships with University Partners, Commonwealth and State Governments and Industry Partners. Each contract has a fixed term requiring renewal or extension of terms, conditions, the scope and tenure period. From time to time some contracts are not retained, either in full or to the extent they were previously. This was the case with the AMEP and SEE contracts where the new contract allocated fewer hours for content delivery and awarded Navitas fewer contract regions. This will result in a reduction in Navitas revenue generated from this contract. Navitas takes a disciplined approach to contract renewal. Accountability for ongoing partner relationships is assigned to Company executives and regular updates are provided to the Navitas Board. 014 Navitas Limited Annual Report 2017 REVIEW OF OPERATIONS (CONTINUED) Licences and Accreditation Market Dependency There are varying degrees of political, judicial and environmental stability in source countries where our prospective students originate and also the destination countries in which Navitas operates from. If a major political or natural event occurred, it may limit or restrict for a short to medium period the freedom of movement for students from source countries or into destination countries. One or more of these events could have a negative effect on our ability to source students into our educational programs, as well as the Company’s overall student enrolments and financial results. Navitas utilises a broad network of source country offices and agents to ensure a reliable flow of students across a wide geography is maintained. Partner Relationships Navitas works with a variety of partners including industry bodies, regulators, service providers, governments and partner universities for core business operations. All parties maximise the benefits when there is a strong relationship. There are a number of events which could affect the relationship, including: strategic misalignment; student, business and compliance performance; and commercial differences. Key executives of the Navitas Group and business managers are accountable for the health and management of relationships within their portfolios. Navitas has maintained a consistent management team across its University Partnerships Division and pathway colleges, with many College Director/Principals serving long tenures in the role. The Careers and Industry Division aligns its operations with industry bodies, regulators and governments. Globally operations are supported by a centralised Corporate Affairs team. If Navitas is unable to secure or retain licences or accreditations for the operation of its courses, colleges or campuses (where required) in the future, or any of its existing licences or accreditations are adversely amended or revoked, this may adversely impact Navitas’ ability to operate its businesses. This risk is mitigated by Navitas’ comprehensive quality and compliance framework which seeks to ensure that operations are conducted to the standards required to retain licences and accreditation. Impact of Competition and Innovation Navitas’ core business of running pathway programs is underpinned by a nurturing face- to-face learning environment for international students which provides a range of benefits to integrate students into a foreign country and a university education. However, like many sectors, the higher education sector is subject to increased competition and disruption, requiring a need to innovate to remain a market leader. Navitas must always innovate to stay relevant to prospective and current students and its university and business partners. Navitas conducts internal reviews of existing service offerings and potential growth markets to maintain competitive advantage and has a dedicated business intelligence function which provides insights and intelligence on higher education trends and growth opportunities. Navitas Ventures also provides a means for Navitas to invest in new income streams, including innovative EduTech. Protection of Information Navitas collects, stores and processes student and business partners’ information. Navitas then has the ability to access and transmit that information to and from its students and business partners. In response to the evolving cyber threats which all organisations face nowadays, Navitas has an ongoing, global program of works which is designed to reduce the information risks to our business, our students and our business partners. We continually prioritise this work, but in general, we implement security controls across our people, our processes and our technologies based on highest potential impact. Navitas Limited Annual Report 2017 015 016 Navitas Limited Annual Report 2017 Navitas Limited Annual Report 2017 017 ABOUT OUR BUSINESSES UNIVERSITY PARTNERSHIPS DIVISION Highlights QUALITY EFFICIENCY GROWTH Average Pass rates 82% Retention 87% Progression 94% Implementation of optimal college model enhances efficiency and best practice 5% enrolment growth and 2.5% average fee growth in FY17 Continued delivery of strong student experience and academic outcomes ELICOS colleges integrated with University Partnerships to improve student outcomes New agreements with University of Idaho and Richard Bland College signed in the US 5 University Partnership contracts renewed Edith Cowan College converted to joint venture University Partnerships Revenue $574.1m University Partnerships EBITDA $131.3m University Partnerships EBITDA Margin 22.9% 700 600 500 400 635.4 628.2 150 146.9 147.8 127.3 131.3 560.6 574.1 120 111.9 474.9 FY13 FY14 FY15 FY16 FY17 90 FY13 FY14 FY15 FY16 FY17 24 23 22 21 23.6% 23.5% 23.1% 22.7% 22.9% FY13 FY14 FY15 FY16 FY17 018 Navitas Limited Annual Report 2017 ABOUT OUR BUSINESSES: UNIVERSITY PARTNERSHIPS (CONTINUED) University Partnerships overview The University Partnerships Division provides pre-university and university pathway programs, to international and domestic students enhancing their probability of success in higher education. Pathway programs are delivered across both undergraduate and postgraduate levels. The pathway program model provides pre and first-year university courses to international students from more than 140 countries who do not qualify for direct entry to partner universities due to either language or academic record. Some Australian and UK colleges also admit domestic students who do not gain direct entry to our partner universities. On completion of the Navitas program students are eligible for direct entry into second and third year programs at partner universities, or Masters level programs for postgraduate students. University Partnerships courses are delivered via on-campus colleges, through an agreement with a partner university, in a structured environment aimed at maximising student success. This includes additional teaching hours, smaller class sizes and increased levels of learning support and pastoral care. Navitas currently operates 34 University Partnerships’ colleges across three main regions. In addition, the Division now has responsibility for eight English Language colleges and the Professional Year Program, which supports international students to find employment after graduation in Australia. Market conditions and share The University Partnerships Division operates in Australia, Canada, the US, UK, New Zealand, Sri Lanka and Singapore. Regulation and government policy can significantly influence the Division’s operations and varies across jurisdictions. The Australian Government introduced the Simplified Streamlined Visa Framework (SSVF) on 1 July 2016, which reduced the number of student visa categories and l e v e L y t i s r e v i n U y t i s r e v i n U - e r P Managed Campus Third Year Second Year Diploma - Stage 2 Foundation - Stage 1 Year 12 or equivalent Year 11 or equivalent High School Partner University improved visa accessibility. Australia now has a very competitive international student visa regime that encourages genuine students and provides opportunity for employment after graduation. Canada also has a very supportive international student visa regime. The US and UK sectors remained challenging during FY17. Demand is strong but enrolments are lower following uncertainty caused by the Brexit vote in the UK and a new highly restrictive immigration policy in the US. Navitas has a leading market share in the Australian and Canadian pathway sectors, with a smaller market share in the UK and US. • An average progression-to-partner university rate of 94%. A student satisfaction survey completed in FY17 by over 6,000 students found that 97% of students were satisfied or better with the quality of teaching at their Navitas pathway college. In addition, the Division’s English Language schools achieved a Net Promoter Score of +39 based on over 4,400 responses in FY17, and Professional Year Programs achieved a Net Promoter Score of +50. Efficiency Significant initiatives were completed to standardise the operating structure of all University Partnerships’ colleges across Australasia and North America. English language colleges (ELICOS) were also relocated to the Division to better align core competencies. Growth Overall enrolments were up 5% in FY17 compared with FY16 due to continued strong demand for quality education opportunities by international students. The average price growth across the colleges was 2.5% in FY17. Despite solid underlying growth in most regions, University Partnerships revenue declined by 10% to $574.1m following the final wind-down and closure of the Macquarie and Curtin Sydney colleges, the continuation of the restrictive UK international student visa regime and the adverse impact of foreign currency translation movements on some overseas operations. Business development to renew existing partnership contracts or establish new partnership agreements continues to be a major focus across all regions. New agreements were signed with the University of Idaho and the Richard Bland College of William and Mary in the US. The latter involves an innovative new approach by Navitas to provide international student recruitment and administration services to support the College. Contracts with our partners at Deakin University, the University of Manitoba, the University of Hertfordshire, the University of South Australia and the University of Adelaide were all renewed in the year. Edith Cowan College, in conjunction with Edith Cowan University, was also converted to a joint venture to expand the strategic opportunity to grow. Location of University Partnerships colleges Quality University Partnerships’ colleges continued to achieve high quality outcomes: • Average pass rates of 82%; Australasia • Average retention rates of 87%; and 9 15 34 10 Europe North America Navitas Limited Annual Report 2017 019 Progress against strategy In FY17 Navitas released its revised strategic direction and vision for the University Partnerships Division. Progress to date against that strategy is outlined in the table below. University Partnerships vision - To be the preferred transformation partner to universities around the world Extend and enhance University partnerships contracts, services and student outcomes FY17 progress By 2020 9 High pass, retention and progression- • Continue to improve/maintain high pass, retention and to-university rates maintained progression rates 9 SAIBT, Eynesbury, HIBT, ICM and Deakin • contracts renewed 9 Optimal College model completed in Australia and North America 9 Sales and Marketing transformation program underway In FY18 renew all due contracts – Anglia Ruskin University (Nov), Swansea University (Nov), Curtin University (Curtin College - Dec, Singapore - Mar), Brunel (Jan) • Complete optimal college model in Europe in FY18 • Complete the implementation of Sales and Marketing transformation initiatives including the rollout of an improved student recruitment platform • Improve Division efficiency and margin Develop new products 9 New programs in Engineering, Health • Expand new programs and products to partners Sciences and Sports Science • Explore pathways-to-employment offering and work 9 English language programs and integrated learning Internships business now integrated Grow, retain and support partners 9 Signed new agreements with the University of Idaho and the Richard Bland College of William and Mary 9 Strong business development pipeline • Sign 5 new university partners by 2020 • Maintain strong business development pipeline • Expand suite of pathway solutions • Explore a variety of models to suit different needs of university partners 9 Edith Cowan College converted to joint • Develop and target transformation offerings venture model for partners 020 Navitas Limited Annual Report 2017 Navitas Limited Annual Report 2017 021 ABOUT OUR BUSINESSES CAREERS AND INDUSTRY DIVISION Highlights QUALITY EFFICIENCY GROWTH Above sector average Quality Indicators for Learning and Teaching survey results EBITDA margin up by 170 basis points to 16.3% 2% revenue growth and 13% EBITDA growth ACAP granted self- accrediting status Creation of the Careers and Industry Division New SAE campus in Hannover and expansion into Canada All Australian vocational businesses qualified for VET Student Loan funding from 1 July 17 Campus relocation for growth in Sydney and Berlin Careers and Industry Revenue $375.1m Careers and Industry EBITDA $61.0m Careers and Industry EBITDA Margin 16.3% 347.6 313.2 252.1 400 300 200 100 368.4 70 375.1 18 61.0 16 15.3% 16.3% 50 30 53.9 48.2 44.3 38.6 FY13 FY14 FY15 FY16 FY17 14 12 14.6% 14.1% 13.8% FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 FY13-FY16 results above restated to combine former SAE and Professional and English Programs division results. 022 Navitas Limited Annual Report 2017 ABOUT OUR BUSINESSES: CAREERS AND INDUSTRY (CONTINUED) Careers and Industry overview Created in January 2017 with the merger of the former SAE and Professional and English Programs Divisions, the Careers and Industry Division delivers tertiary to post graduate level programs across several sectors: • Creative: delivers a range of predominantly Higher Education programs via the SAE chain of creative media colleges across several major fields of study: audio, film, animation, gaming, design, and web. SAE is one of the world’s largest creative media education companies, with 51 campuses across 26 countries. • Government services: delivers the Australian Government’s AMEP and the SEE program across Australia. • Human Services: delivered by the ACAP and the NCPS, courses include diploma to higher education programs in psychology, counselling, social work and criminal justice. • Health: delivered by HSA including a diploma in Nursing. All colleges and campuses across the Division are industry orientated with a focus on the delivery of strong employment outcomes and with curricula that are fully owned by Navitas. Students are predominantly domestic students. Market conditions and share The Careers and Industry Division operates across multiple jurisdictions, including the UK, US and Europe, though most of its operations are in Australia. While higher education policy in Australia remained supportive, widespread reforms to Commonwealth vocational education funding were introduced in January 2017. Known as VET Student Loans (VSL), it is likely that these vocational education reforms will continue to impact enrolments in Australian based Careers and Industry businesses in the medium term. Ongoing reforms to national accrediting bodies in the US have resulted in the need for several US SAE colleges to change accreditors thereby slowing the ongoing approval process for new student programs that are available for launch. In March 2017, the Commonwealth Department of Education and Training announced that it had awarded Navitas with a significantly reduced number of contract regions to deliver the AMEP from 1 July 2017, following its tender process. It is now anticipated that this reduction will result in a decrease in EBITDA of $14.0m for the Careers and Industry Division in FY18. Creative Brand: SAE • Global SAE operations • 51 campuses globally • Licensed territories Human Services Brand: ACAP, NCPS • Counselling • Psychological Services • Social Work • Criminal Justice • Youth Work • Community Services SAE UK had its appeal rejected by the Court of Appeal regarding its VAT exemption status and is seeking leave to appeal this decision. However, SAE’s UK colleges were restructured to operate profitably without an exemption ahead of the outcome. Quality A commitment to quality outcomes is reflected in high Net Promoter Scores and strong student experience survey results compared to the wider higher education sector. ACAP and NCPS achieved above-average results in the 2017 Australian Quality Indicators for Learning and Teaching survey in many areas including skills development (+5%), teaching quality (+5%) and graduate satisfaction (+6%). SAE achieved higher than sector-average scores in the same survey in the areas of student support (+11%), skills development (+4%) and teaching quality (+3%). Additionally over 90% of students surveyed at SAE globally were satisfied with both academic support levels and the relevancy of teaching content to a career in the industry. Following the changes to vocational funding in Australia, all Careers and Industry businesses gained accreditation to access the new VSL funding regime, meaning that all Australian students can access federal funding to support their studies from 1 July 2017. Finally ACAP was reaccredited by TEQSA as a Higher Education Provider for the maximum seven years period and was also awarded self-accrediting authority. This gives ACAP the authority to self-accredit courses through to Masters level across a range of Government Services Brand: AMEP, SEE • Language, Literacy and Numeracy • Employment services Health Brand: HSA • Nursing (Diploma) programs, significantly reducing course development timeframes. Efficiency The creation of the Careers and Industry Division generated efficiencies that helped contribute to an improved EBITDA margin of 16.3%, 170 basis points higher than FY16. An ongoing focus on cost control and efficiency across all business divisions and improved leverage in some Australian and US campuses also supported the margin improvement. Four sub-scale SAE campuses were closed in FY17 following a detailed portfolio review. Growth SAE started construction on a new campus in Hannover, Germany, and relocated or refurbished a number of campuses, including Sydney and Berlin, to allow for greater growth. SAE also acquired a small creative media education business in Vancouver to enter the growing Canadian creative media education sector. Careers and Industry revenue increased 2% to $375.1m, largely due to a one-off increase in humanitarian entrants into Australia’s Adult Migrant English Program which the Division manages in NSW. SAE revenues continued to grow by 8% in Australia and 6% in the US but these were offset by tougher conditions in its European campuses and by adverse foreign currency translation movements for overseas operations. EBITDA grew by 13% to $61.0m following improved cost control across SAE. Navitas Limited Annual Report 2017 023 Progress against strategy Careers and Industry vision - Providing students with a quality, valued education in segments with strong employment prospects Refocus into industry aligned vertical segments 9 Careers and Industry restructure now largely • Finalise C&I operational restructure and deliver full complete integration benefits by FY18 FY17 progress By 2020 9 Aligned sectors around Creative, Government Services, Human Services and Health created 9 4 sub-scale SAE campuses exited Increase performance of core – including academic outcomes 9 Strong academic and student experience • Keep improving academic and student outcomes experience outcomes 9 SAE US product expansion progressing – 15 • Gain approval for >20 new programs in the US new programs approved for delivery 9 ACAP awarded self-accrediting status 9 SAE and ACAP receive VET Student Loan accreditation • Develop efficiencies across the Division Develop future business opportunities 9 Market research commenced to identify appropriate new verticals 9 Screening commenced for quality entry options (organic/inorganic) 9 Partner with Navitas Ventures to explore borderless opportunities • New vertical segments developed and expanded • Further develop online capability • Build or acquire high quality borderless education organisations aligned to vertical segments • Explore further SAE licensing opportunities 024 Navitas Limited Annual Report 2017 ABOUT OUR BUSINESSES NAVITAS VENTURES Overview Navitas Ventures is a platform for Navitas to drive and scale ideas that will transform the way the world learns. Navitas will do this via incubation, investment and partnerships. INCUBATION INVESTMENT PARTNERSHIPS Navitas Ventures develops a thesis, tests the concept and brings in like minded talent to help execute and scale. Navitas Ventures recognises a repeatable growth pattern and compelling team and makes a strategic investment to accelerate growth. Universities, Tertiary Institutions and Industry partner with Navitas Ventures to develop new models and initiatives. Navitas Ventures’ strength lies in its ability to harness expertise and resources from across the global Group to support the development or expansion of education innovation. Navitas Ventures has a robust investment approval process, with a small dedicated team connected to the core Navitas business. Operational outcomes Established in mid FY17, Navitas Ventures has: • Mapped the education innovation and technology landscape finding that over 5,000 companies represent $40.0b of investment; • Partnered with EduGrowth, an Australian EdTech accelerator; • • • Invested in the Australian School of Applied Management (ASAM), a leading provider of unaccredited management programs; Invested in Paragon One, a US based online college career centre; Integrated and expanded Studylink, a majority Navitas owned cloud based student recruitment and admissions management platform; and • Investments in FY17 totalled approximately ~$2.5m Progress against strategy Navitas Ventures vision - Scale ideas and invest in new education models and technology Develop model, pipeline and reputation in key markets venture model Acquire high potential opportunities FY17 progress By 2020 9 Established governance and investment platform • Continue to improve Ventures model 9 Developed linkages into key • Widen investment pipeline markets 9 Mapped the Edtech start-up landscape 9 Investment pipeline built 9 Thought leadership commenced and ongoing • Continue to build profile via thought leadership opportunities 9 Invested in Australian School of • Completion of Applied Management 9 Invested in Paragon One and expanded investment in Studylink 9 Progressed due diligence on various opportunities including AI learning tools and blockchain accreditation investment opportunities and value added Incubate, nurture and scale 9 Providing ecosystem and management support to the Australian School of Applied Management and StudyLink to expand their capability and markets • Grow invested businesses • Exit or acquire where appropriate • Pass learnings back to the core Navitas Limited Annual Report 2017 025 026 Navitas Limited Annual Report 2017 CORPORATE RESPONSIBILITY Our People Supporting our people and being a good employer Our Customers Ensuring positive outcomes for students, clients and partners Navitas cares We show respect by celebrating, valuing and caring for people, our communities and the environment. Our Environment Ensuring environmental awareness and sustainability Our Community Contributing positively to our communities As at 30 June 2017, the proportion of men and women employed by the Navitas Group in Australia is set out in the table below: Position Men Women 4 (57%) 91 (61%) 545 (41%) 57 (38%) 177 (26%) 44 (49%) 3 (43%) 59 (39%) 773 (59%) 94 (62%) 515 (74%) 46 (51%) Navitas’ Wellness, Health and Safety (WHS) program continues the focus on protecting and enhancing health and wellness for everyone who works, learns or visits with Navitas in FY17. Navitas has approved the WHS Strategy 2017-2020, which will drive WHS improvements through four strategic focus areas; • People, Capability and Culture; • Keeping Staff and Students Safe; • Workplace Injury & Illness Support Programs; and • Promoting Physical & Mental Wellness. Non-Executive Directors Senior Managers Full time Permanent Employees Full time Contract Employees Part time Permanent Employees Part time Contract Employees The Diversity Policy is publicly available on the Company's website: www.navitas.com/ corporate/investors Navitas has recently taken steps to enhance its health and safety capabilities and is developing a new management system framework and policies to improve analysis and performance. In FY17 Navitas’ Australian operations reported: Metric FY17 FY16 Fatalities Lost Time Injury Frequency Rate (LTIFR) - number of lost time injuries per million hours worked Prosecutions or Regulatory/Improvement notices 0 0 0.95 2.27 0 0 Navitas has a reputation as a socially responsible organisation. Importantly, this reputation sits alongside the Group’s commitment and track record of delivering high quality academic outcomes. Navitas’ corporate responsibility strategy focuses on: Our Communities, Our People, Our Environment and Our Customers. The strategy aligns with current business objectives and is also reflective of the significant interaction and involvement that Navitas and individual business units have had within their communities for many years. The strategy is mutually beneficial, delivering benefits to global stakeholders and participants while bringing long term benefits to Navitas and its shareholders. Supporting our people and being a good employer Navitas was built on a desire to support a diverse group of students to succeed in their tertiary studies overseas. Today, this important sentiment of unity and camaraderie is still alive and represented in Navitas' diverse employee, student and partner base. It is also echoed in the way that Navitas operates – the Company is proud to celebrate what makes it unique. Navitas is committed to providing a safe and productive workplace for its 8,200 employees around the world, and continued to report strong results on gender representation and workplace safety in FY17. Navitas promotes a workplace that recognises and embraces the skills, characteristics and experiences that people bring to the Group. Accordingly, a diversity strategy is in place that outlines measurable objectives to achieve gender diversity within the Group: FY17 performance Male 57%, female 43% Male 65%, female 35% Male 37%, female 63% Target Non-Executive Director ratio of 50% male and 50% female At least 50% of the next senior executive* appointments desirably should be female with appropriate skills and attributes At least 50% of all employees should be female with appropriate skills and attributes (given our targets were exceeded, we propose a new benchmark) * Senior executives for the purposes of the above table are defined as members of the Navitas Leadership Team, the Senior Management Team, the Executive General Management (EGM) and the senior direct reports to the EGM of the operating Divisions in total approximately 160 employees. Ensuring environmental awareness and sustainability Most of Navitas’ global network of more than 120 campuses and colleges are leased or owned by partners. Within this constraint Navitas aims to: • Ensure sustainability is included in design and construction guidelines, and where possible, all design materials come from sustainable, low energy use resources; • Ensure that contractors used in construction and maintenance demonstrate sustainability credentials as part of tender or contract establishment; and • Introduce energy savings through the introduction of energy efficient equipment and education. As a part of this sustainability strategy Navitas: • Has continued to improve measurement of key environmental outputs such as energy usage; • Is supporting its staff at a college level by providing information about ways to reduce energy consumption; and • Has continued to improve the monitoring of waste generation at a college level, with the view of finding ways to improve waste management. Ensuring positive outcomes for students, clients and partners Navitas utilises a range of annual surveys and studies to monitor and ensure key academic performance indicators are met. External benchmarking involves comparing key academic performance indicators across Navitas colleges, while internal benchmarking takes place between the individual colleges and their partner universities. Within the University Partnerships Division, pass rates and retention target rates (the rate of students moving from semester to semester) are set at greater than 75%. In the 2016 calendar year, both targets were exceeded, with average pass rates of 82%, retention rates at 87% and progression to partner rates of 94%. Other student and client outcomes are listed on pages 17-24. Contributing positively to our community The Navitas Education Trust (NET) was established in 2013 to support charitable organisations and activities in the education sector. Its aim is to increase access to and improve the quality of education delivered to disadvantaged learners around the world. Each year Navitas has provided $500,000 to the NET, with a portion used to support programs in partnership with charitable organisations and the remainder held in trust with the aim of generating funds for future programs. Applications for NET grants open in February each year with a NET management committee, comprising the Group Chief Executive Officer and two Non-Executive Directors, having authority to consider and approve funding recommendations that align with Navitas’ corporate responsibility policy. In FY17, five initiatives were funded, with the NET making commitments of $560,000 to support programs delivered over one to three years. A total of $335,100 was granted to charitable programs in FY17 through the NET. An outline of the five programs is below. • The NET partnered with Rotary Australia to help the Chiedza Child Care Centre of Zimbabwe provide access to education for 395 children and youth in urban and rural communities in Zimbabwe. The project benefits boys and girls between nine and 15 who are orphaned, poor and vulnerable – and who either failed to start school by the age of nine, or dropped out of school before completing the first seven years of basic education. Navitas Limited Annual Report 2017 027 • The NET worked with Plan International for the first time to deliver infrastructure, training and resources to support children with disabilities learn alongside their able-bodied peers across 10 schools in Dhaka, Bangladesh. • The NET supported the Australian Business Community Network (ABCN) for the fourth year in a row. In FY17, funding was used to create two new Navitas-named scholarships to support high-performing but disadvantaged year 10 students. The scholarships provide financial support over a three-year period, along with corporate mentoring, workshops, program delivery and more, helping recipients through the last two years of high school and the first year of work or tertiary study. • The NET provided funds to Classroom of Hope to support activities in four primary schools in rural Battambang, Cambodia that improve education access and quality. This is an extension of an earlier NET program, with some FY17 funds used to construct school buildings at one particularly remote school. • The NET provided a grant to Room to Read to construct a new library building at a needy school in the Uva Province of Sri Lanka. In particular, this funding has supported the community engagement and design phases, as well as the sourcing of materials and the construction itself. Navitas also supported a number of other community activities through FY17, including: • Providing more than 185 academic scholarships worth over $1.8m; • Donating or raising over $20k for a variety of causes; • 51 employees volunteered 467 hours across Australia participating in primary and high school mentoring programs in partnership with ABCN; and • Committing more than 800 management hours to support corporate responsibility activities. 028 Navitas Limited Annual Report 2017 CORPORATE GOVERNANCE The Board believes a high level of governance and transparency is critical in fostering a productive corporate culture and business practices. Operating in accordance with high standards is essential to achieving sustainable long-term performance and value-creation. Role and responsibilities of the Board Navitas’ Board of Directors is responsible for the corporate governance of Navitas and its subsidiary companies. The Board determines all matters relating to the strategic direction, academic quality and governance, policies, practices, management and operations of Navitas with the aim of protecting the interests of the Company’s shareholders and other stakeholders, including employees, students and partners. Without limiting this general role, the specific functions and responsibilities of the Board include: • oversight of the Group, including its educational outcomes, control and accountability systems; • appointing and removing the CEO (or equivalent), including approving remuneration of the CEO and the remuneration policy and succession plans for the CEO; • • • ratifying or approving the appointment and, where appropriate, the removal of the CFO (or equivalent) or Company Secretary; final approval of management's development of corporate strategy and performance objectives; reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; • monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available; • approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures; and • approving and monitoring financial and other reporting. Board members To assist in identifying areas of focus and maintaining an appropriate mix of skills, experience, knowledge and diversity, the People and Remuneration Committee uses a Board skills matrix that is reviewed on a regular basis. It is an important component of the criteria used for Director appointments. The Board skills matrix contains the mix of skills, experience, knowledge and diversity that the Board currently has and is looking to achieve in its composition. Each of these areas is currently well represented on the Board, recognising that each Director may not necessarily have experience in or fit within all areas. However, the Board benefits from the combination of the Directors’ individual skills, experience, knowledge and diversity. Independence A Director is ‘independent’ where he or she is a Non-Executive Director, is not a member of management, and is free of any relationship that could, or could reasonably be perceived to, materially interfere with the independent exercise of their judgement. Seven of eight Directors were independent as at 30 June 2017. Risk management The Board is ultimately responsible for risk management, and must satisfy itself that significant risks faced by the Group are being managed appropriately, and that the system of risk management within the Group is robust enough to respond to changes in Navitas' business environment. The Audit and Risk Committee has the following responsibilities regarding risk management: • assessing the internal process for determining and managing key risk areas; • confirming management's risk appetite and tolerance; • ensuring that the Group has an effective risk management system and that macro risks to the Group are reported at least twice a year to the Board; • evaluating the process Navitas has in place for assessing and continuously improving internal controls, particularly those related to areas of significant risk; • assessing whether management has controls in place for unusual types of transactions and/or any potential transactions that may carry more than an acceptable degree of risk; and • ensuring the continuous development of risk management in the Group and for supervising the implementation of risk management in compliance with the risk management policy and guidelines. Navitas Limited Annual Report 2017 029 Board Committees Two standing Board committees have been established to assist the Board in fulfilling its responsibilities. BOARD OF DIRECTORS Audit and Risk Committee People and Remuneration Committee Purpose: to assist the Board in fulfilling its corporate governance and oversight responsibilities. Purpose: to review and approve the strategies and practices for people management within Navitas. FY17 focuses included: FY17 focuses included: • Reviewing the independence, objectivity and competency of Navitas' external auditors • Monitoring and reviewing the integrity of Navitas' • Succession planning for the Board and senior executive • Reviewing and approving executive remuneration policy • Reviewing the effectiveness of workplace diversity and financial statements safety strategies • Monitoring the performance and outcomes of Navitas' • Reviewing the Company's FY17 remuneration report internal audit program • Reviewing the Company's FY17 Full Year and Interim financial reporting Details of Navitas’ compliance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations (3rd Edition) for the year ended 30 June 2017 will be disclosed in the Company’s Appendix 4G. This document will be lodged with ASX in accordance with Listing Rule 4.10. Navitas' Corporate Governance Statement is accessible at www.navitas.com/organisation/investors 030 Navitas Limited Annual Report 2017 NAVITAS LEADERSHIP TEAM ROD JONES, GROUP CEO BComm, DEd (Hon) ECU, FAICD Group Chief Executive Officer and Managing Director DAVID BUCKINGHAM Engineering BTech (Hons), CA UK, UK ACT, GAICD Chief Financial Officer 23 years with Navitas 1.5 years with Navitas David took up the role of Chief Financial Officer in January 2016 and is responsible for the financial operations of the Company globally. He has a diverse educational background and impressive career which he began in the United Kingdom with PricewaterhouseCoopers. He later moved into the telecommunications industry to which he devoted much of his career. He has worked for Telewest Global, Virginmedia, and iiNet – where in the latter he took the role of both Chief Financial Officer and Chief Executive Officer. Mr Jones has 46 years’ experience in educational administration and has held a number of senior administrative positions within the Government and the private education sectors. His background covers both secondary and higher education in Australia. Mr Jones has been involved in international education since 1987 and is recognised as one of the leaders in the successful establishment of the sector in Australia. He is one of the co-founders of Navitas and has been instrumental in the expansion and development of the Navitas model into the various markets in which it now operates. In April 2007, Mr Jones received an honorary Doctor of Education from Edith Cowan University in recognition of his outstanding contribution to the development of the international education sector both in Australia and overseas, and in 2008 was awarded the Australian Ernst & Young Entrepreneur of the Year. In 2010, Mr Jones was recognised by his colleagues with an International Education Excellence Award from the International Education Association of Australia for his leadership in the field of international education. Mr Jones is a member of the Business Council of Australia and a Fellow of the Australian Institute of Company Directors. He is also a significant supporter of a number of charitable causes in Australia. JOHN WOOD BEcon (Hons), DPhil CEO of University Partnerships, Australasia 10 years with Navitas John has overall responsibility to lead and grow the operations of Navitas’ Australasian University Partnerships colleges and also oversees the relationships with Navitas’ partner universities. He was the Deputy Vice-Chancellor at Edith Cowan University and previously the Foundation Dean of the College of Business at the University of Notre Dame, Perth, Western Australia, where he was also the Deputy Vice- Chancellor (Academic). John graduated with first class honours in Economics from the University of Western Australia and from Oxford with a Doctorate in Economics and he has undertaken Harvard’s strategic management program. He has taught at universities throughout the world, including at Oxford, the American International University of Europe and Stanford. He has edited and co-edited 153 volumes on the world’s great economists and leading management thinkers. John has held executive leadership positions including in the Office of the Prime Minister and in State Government in the Departments of Premier and Cabinet; Transport, Employment and Training; State Development and Commerce and Trade. He has served Ministers from all major political parties. He also held senior private sector positions, including a period as Chief Economist and Strategist with Ernst & Young. John also served on a range of boards, including Perth Education City, the WA Chair of the Committee of Economic Development of Australia and was on the Board of HBF for 11 years. John was appointed by the State and Federal Ministers to the Australian Qualifications Framework Council during 2011 to 2014. Navitas Limited Annual Report 2017 031 ROB LOUREY BBus (HR), ADip PM, MAICD Head of Human Resources SCOTT JONES BComm, GAICD CEO of Navitas Careers and Industry PATRICK BROTHERS BSc, MBA Chief Development Officer 4 years with Navitas 15 years with Navitas 2.5 years with Navitas Rob has many years’ experience in the human resources function across a number of industries including media, property, construction, manufacturing and financial services. Scott was appointed to the role of Chief Executive Officer Navitas Careers and Industry Division in December 2016, having been Global SAE Chief Executive Officer since 2014 and Chief Operating Officer since 2013. Rob has been the principal human resources executive in publicly listed companies in each of these sectors and has had responsibility for operations in Australia, Asia, UK/Europe, Africa, US and New Zealand. Rob has been a non-executive director with Afrox and Afrox Healthcare, South African listed companies and Michael Page International, a FTSE plc; and KU Children’s Services, an Australian early childhood education organisation. Rob holds a Bachelor of Business in Human Resources and an Associate Diploma in Personnel Management and is a member of the Australian Institute of Company Directors. Prior to his role at SAE, Scott was Executive General Manager responsible for Navitas’ Student Recruitment Division (from 2008 to 2012), Director of Marketing and Admissions at Curtin University, Sydney (2005 to 2008), and Marketing Manager (from 2001). Scott has a strong track record of strategic growth, organisational performance and leadership, both within Navitas and SAE, and before that within the FMCG sector. Throughout his career, Scott has gained significant international experience as well as contacts and partnerships across the US, UK, Europe, Asia, Africa and Middle East. With over 20 years of commercial and strategic experience, Scott started his career with Coca Cola Amatil and the Mars Corporation in sales and marketing roles. Patrick Brothers joined Navitas in 2014 and as Chief Development Officer and CEO of Navitas Ventures. He is responsible for growth and innovation, ensuring Navitas is a global leader in the future of education. He is responsible for strategy and transformation, learning and teaching, Navitas’ global marketing teams, business development and new ventures. Patrick is the Chairman of EduGrowth, Australia’s national accelerator for education focused startups and he is a member of the World Economic Forum and B20 Human Capital Taskforces. Prior to joining Navitas, Patrick’s focus included investment and public private partnerships in infrastructure, technology and defence across Asia, the US, Europe and the Middle East. Patrick holds a Masters of Business Administration from the Australian Graduate School of Management, a Bachelor’s Degree in Mathematics and Computer Science from the University of New South Wales and is a graduate of the Royal Military College Duntroon. 032 Navitas Limited Annual Report 2017 NAVITAS LEADERSHIP TEAM (CONTINUED) MICK CAMPBELL BSc, BSc Statistics (Diploma) Chief Information Officer PAUL LOVEGROVE LLB(Hons) , MBA, MPhil CEO of University Partnerships, Europe 1 year with Navitas 2 years with Navitas Mick joined Navitas in 2016, bringing over 20 years’ experience in IT with him. He is responsible for leading the Group IT function at Navitas across all of the Company’s global divisions. He has held senior roles in a variety of industries, spanning not-for-profits, healthcare, professional services, IT, banking and finance, and education. His career has seen him work at the likes of AIT, Westpac, Oracle, Ashurst, and Ramsay Healthcare. Most recently, Mick worked as the CIO of Business Transformation at Cerebral Palsy Alliance, where he was responsible for formulating and executing IT strategy, digitsing the organisation, overseeing IT projects. He held the position of CIO at Ramsay Healthcare for 8 years – a global, ASX-listed hospital group operating over 150 hospital across Australia, France, UK, Indonesia and Malaysia. Mick is an avid supporter of the Cerebral Palsy Alliance, and in 2011 and 2014 was a significant fundraiser and strategist for raising over $175,000 for cerebral palsy initiatives. Paul joined Navitas in 2015 and has overall responsibility for establishing new partnerships and overseeing all University Partnerships operations in Europe. Paul is responsible for determining the strategic direction of the division, overseeing the quality of delivery and ensuring a focus on efficiency. Paul has a deep and intimate knowledge of international higher education and pathways markets in the United Kingdom gained during his two decades of employment with Study Group in a diverse range of roles. Across his career, Paul worked his way from a teacher to Director of the pathway division, and established trusted and strategic university partnerships with over 18 higher education institutions – 12 of which he personally led the set-up of. Paul holds a LLB from John Moores University, an MBA in General Management from the University of Brighton and a MA, Research from the University of Brighton. BEV HUDSON BEd, Grad Dip Lang Studies, MEd President and CEO of University Partnerships, North America 10 years with Navitas Bev has been working in international education for thirty years in four countries. The last eleven years have been working for Navitas in North America across a number of roles including: College Director and Principal at Navitas’ first pathway program in North America; Fraser International College; General Manager for Navitas Canada and now as President and Head of University Partnerships, North America. Her current responsibilities are to establish new partnerships and oversee the operations of the Navitas pathway programs in North America. Bev has been involved in all aspects of international education including curriculum design, student services, faculty and administration. She has developed and implemented the strategic vision for internationalization at several universities including internationalizing the curriculum, international recruitment and marketing, student support, and international partnership development. Bev received her Master of Education from Edith Cowan University. In 2014 she was awarded the International Education Distinguished Leadership Award from the British Columbia Council for International Education. Navitas Limited Annual Report 2017 033 034 Navitas Limited Annual Report 2017 DIRECTORS’ REPORT Navitas Limited Annual Report 2017 035 036 Navitas Limited Annual Report 2017 DIRECTOR'S REPORT BOARD OF DIRECTORS Directors The names and details of the Company’s directors in office during the financial year and until the date of this report are set out on pages 36 to 38. Directors were in office for this entire period unless otherwise stated. TRACEY HORTON AO BEcon (Hons) UWA, MBA Stan, Prof Emer, FAICD, FGIA Non-Executive Chairman ROD JONES BComm, DEd (Hon) ECU, FAICD Group Chief Executive Officer and Managing Director Appointed as a Director since 13 June 2012 and as Chairman since 16 November 2016 Ms Horton has extensive international business and education experience including as Winthrop Professor and Dean of the University of Western Australia’s Business School. Prior to that she held executive and senior management roles in North America with Bain & Company and across Australia with Poynton and Partners and the Reserve Bank of Australia. Ms Horton has significant governance experience including past directorships with Skilled Group and Automotive Holdings Group. Ms Horton is a Commissioner for Tourism Western Australia, Chairman of Presbyterian Ladies College and Past President of the Chamber of Commerce and Industry (WA). Ms Horton is also a member of the Australian Takeovers Panel, the national board of the Australian Institute of Company Directors and the Bain & Company Advisory Board. In 2017, Ms Horton was made an Officer of the Order of Australia for distinguished service to business and business education through a range of leadership and academic roles, and to the arts in Western Australia. During the past three years Ms Horton has served as a director of the following other listed companies: • Skilled Group (from 10 February 2011 to 19 October 2015) • Automotive Holdings Group Limited (from 3 May 2012 to 20 November 2015) Ms Horton is also a member of the Board’s People and Remuneration Committee. Appointed 18 June 2004 Mr Jones has 46 years’ experience in educational administration and has held a number of senior administrative positions within the Government and the private education sectors. His background covers both secondary and higher education in Australia. Mr Jones has been involved in international education since 1987 and is recognised as one of the leaders in the successful establishment of the sector in Australia. He is one of the co-founders of Navitas and has been instrumental in the expansion and development of the Navitas model into the various markets in which it now operates. In April 2007, Mr Jones received an honorary Doctor of Education from Edith Cowan University in recognition of his outstanding contribution to the development of the international education sector both in Australia and overseas, and in 2008 was awarded the Australian Ernst & Young Entrepreneur of the Year. In 2010, Mr Jones was recognised by his colleagues with an International Education Excellence Award from the International Education Association of Australia for his leadership in the field of international education. Mr Jones is a member of the Business Council of Australia and the Australian Institute of Company Directors. He is also a significant supporter of a number of charitable causes in Australia. During the past three years, Mr Jones has not served as a director of any other listed companies. * Denotes current directorship Navitas Limited Annual Report 2017 037 TONY CIPA BBus, Grad Dip Accounting Non-Executive Director HARVEY COLLINS BBus, FCPA, SFFin, FAICD Non-Executive Director Appointed 1 May 2014 Appointed 9 November 2004 Mr Cipa has extensive international business and finance experience including his roles as CFO and Executive Finance Director for CSL Limited, the ASX listed international biopharmaceutical company. During his time leading the finance function of CSL the company grew from a previously government owned business to a global market leader with over 20 international locations including the USA, UK, Canada and Germany. Mr Cipa was CFO from 1994 to 2000 then served as Executive Finance Director on CSL's Board of Directors from 2000 to 2010. Mr Cipa is currently the Chairman of the Audit and Risk Committee and a Non-Executive Director of Healthscope Limited. He was previously the Chairman of the Audit and Risk Committee and a Non-Executive Director of Skilled Group. During the past three years Mr Cipa has served as a director of the following other listed companies: • Healthscope Limited* (from 28 June 2014 to present) • Skilled Group (from 4 April 2011 to 19 October 2015) Mr Cipa is also the Chairman of the Board’s Audit and Risk Committee. Mr Collins has extensive executive and board experience in a range of industries. From 1986 to 1996 he held senior management roles in Western Australian regional bank, Challenge Bank Limited, including five years as Chief Financial Officer. From 1997 to 2002, he was an executive director of listed investment company, Chieftain Securities Limited. From May 2009 to September 2012, he was the non-executive Chairman of Bank of Western Australia Limited (Bankwest). From February 2004 to 30 June 2013, he was a non-executive director (Deputy Chairman) of Verve Energy (Electricity Generation Corporation). Mr Collins has held board appointments in industries as diverse as financial services, health insurance, telecommunications, equipment hire, mining services, electricity and the not-for-profit sector. He is a director of Save the Children Australia, Chairman of Insitor Impact Asia Fund Pte Ltd and is a past member of the WA State Council of the Australian Institute of Company Directors. During the past three years, Mr Collins has not served as a director of any other listed companies. Mr Collins is also a member of the Board’s Audit and Risk Committee. DIANA EILERT BSc Maths & Chemistry, MComm Finance & Marketing Non-Executive Director Appointed 28 July 2014 Ms Eilert is a professional Non-Executive Director with extensive board and executive experience gained in a 30 year career across a variety of sectors. Ms Eilert is currently a non-executive director of Super Retail Group (ASX: SUL) and Essential Energy (previously Networks NSW) and was previously a Non-Executive Director of digital business realestate.com. au (ASX: REA), Veda Group Limited (ASX: VED), AMP Life and digital start-ups such as “onthehouse” and OurDeal. As an executive Ms Eilert has held operational roles as Group Executive for Suncorp’s entire insurance business and later, Group Executive People, Technology, Marketing and Joint Ventures for Suncorp. She had 10 years’ experience with Citibank running retail bank credit and risk, the mortgage business, the retail funds management business, and the Direct Bank, reporting to the Country Head. In her final executive role, Ms Eilert was Head of Strategy and Corporate Development for News Ltd, where her focus was on digital transformation and emerging business models. During the past three years Ms Eilert has served as a director of the following other listed companies: • Super Retail Group* (from 21 October 2015 to present) • Veda Group Limited (from 18 October 2013 to 26 February 2016) Ms Eilert is also the Chairman of the Board’s People and Remuneration Committee. 038 Navitas Limited Annual Report 2017 BOARD OF DIRECTORS (CONTINUED) JAMES KING BComm, FAICD Non-Executive Director Appointed 9 November 2004 Mr King brings to the Board of Navitas over 30 years of management and board experience with major multinational corporations in Australia and internationally. Mr King was with Foster's Group Limited and was Managing Director Carlton & United Breweries and Managing Director Foster's Asia. Prior to joining Foster's in 1997, Mr King was President of Kraft Foods (Asia Pacific) and resided in Hong Kong for six years from 1991. Mr King is currently a non-executive director, and the chairman of the Audit & Risk Committee, of Lovisa Holdings Limited. He was previously on the board of The Trust Company Limited, JB Hi-Fi Limited (where he was also Chairman of its Audit and Risk Committee), Pacific Brands Limited, the Council of Xavier College Melbourne and was also Chairman of the Juvenile Diabetes Research Foundation (Vic). Mr King is a Fellow of the Australian Institute of Company Directors. During the past three years, Mr King has served as a director of the following other listed companies: • Lovisa Holdings Limited* (from 17 May 2016 to present) • JB Hi-Fi Limited (from 10 May 2004 to 29 October 2015) • Pacific Brands Limited (from 4 September 2009 to 14 July 2016) Mr King is also a member of the Board’s Audit and Risk Committee and People and Remuneration Committee. * Denotes current directorship LISA PAUL AO PSM BA (Hons), FAICD, FACEL, FAIM, FIPAA, FANZSOG Non-Executive Director DAVID ROBB BSc, GradDip (Personnel Administration), FAIM, FAICD Non-Executive Director Appointed 2 February 2016 Appointed 9 May 2017 Mr Robb has an extensive corporate background, most recently serving as Managing Director and CEO of Iluka Resources for 10 years. As CEO, he transformed the company’s financial, commercial and human capabilities and drove major achievements in shareholder returns and investment market reputation, in workforce diversity and employee engagement and in corporate sustainability practices. Prior to that, Mr Robb held a number of senior executive positions at Wesfarmers, including Executive Director, and senior roles at BP in Asia, the US, the UK and Australia. Mr Robb is also currently a Director of the Centre for Independent Studies, a Director of the Melbourne Football Club and Chair of the Dean’s Council of the Faculty of Engineering, Computing and Mathematics at the University of Western Australia. He was previously Chairman of Consolidated Rutile Limited and Deputy Chair of Methodist Ladies College, Perth. During the past three years Mr Robb has served as a director of the following other listed company: • Iluka Resources Limited (from 18 October 2006 to 2 September 2016) Ms Paul has been a Chief Executive in the Australian federal government for 11 years, most recently as the Secretary of the Australian Government Department of Education and Training. In 2011, Ms Paul was made an Officer of the Order of Australia for distinguished service to public sector leadership. In 2003, she was awarded a Public Service Medal for leading the Australian Government's domestic response to the Bali bombings. Ms Paul is a fellow of the Australian Institute of Company Directors, a fellow of the Australian Council for Educational Leaders, National Fellow of the Institute of Public Administration Australia, a fellow of the Australian Institute of Management, an Australian National University Public Policy Fellow, a member of Chief Executive Women and a Fellow of the Australian and New Zealand School of Government. Ms Paul currently serves on the boards of Programmed Group and APM Australia. She is also on the boards of Social Ventures Australia, Australian Schools Plus, Australian Research Alliance for Children and Youth, High Resolves and the Australia American Educational Leadership Foundation Ltd. She is also a member of the Advisory Board to the Melbourne Accelerator Program and was appointed to the Government’s Naval Shipbuilding Advisory Board in January 2017. Ms Paul is Enterprise Professor, Public Policy at the University of Melbourne and is a Councillor of Bond University. During the past three years Ms Paul has served as a director of the following other listed company: • Programmed Maintenance Services Limited* (from 3 February 2016 to present) Ms Paul is also a member of the Board’s People and Remuneration Committee. Navitas Limited Annual Report 2017 039 040 Navitas Limited Annual Report 2017 DIRECTOR'S REPORT REMUNERATION REPORT This Report outlines the remuneration arrangements in place for the key management personnel (KMP) of Navitas Limited. The KMP are the Group Chief Executive Officer and certain Navitas senior executives, together referred to in this Report as ‘executives’, and the non-executive directors. The disclosures are in accordance with the requirements set out in section 300A of the Corporations Act 2001 (Cth). The Report comprises the following sub sections: 1. Frequently Asked Questions 2. Key Management Personnel (KMP) 3. FY17 remuneration outcomes and link with performance 4. Executive remuneration objective, structure and review 5. Executive statutory remuneration tables 6. Non-executive director fees and statutory remuneration table 7. Remuneration governance 8. Additional required disclosures 1. Frequently Asked Questions Page number 40 42 43 44 48 50 51 52 This section provides an overview of the key questions Navitas’ shareholders may have in relation to KMP remuneration arrangements. Remuneration policy How are executives at Navitas remunerated? Navitas executives are remunerated in two parts: 1) Fixed remuneration, which is used to attract and retain executives with the talent and skills to support the Group’s objectives; and 2) Variable remuneration, which is paid utilising an executive incentive plan, based on Group and individual performance. How is fixed remuneration determined? Fixed remuneration for each role is set by the Board through the People and Remuneration Committee (PRC) and is based on comparable roles in like companies. Fixed remuneration is reviewed annually based on individual and Group performance as well as market data. Navitas aims to pay at the 50th percentile of fixed remuneration levels for comparable organisations. How are variable payments for individual executives set? A percentage of each executives’ fixed remuneration is set as Target Variable Pay (TVP). This ranges from 40% to 75% of fixed pay depending on the executive’s role and level of responsibility. Fixed and variable remuneration are set to provide a market competitive total remuneration package. The policy for this is specified in Navitas’ executive incentive plan. How are incentives determined for executives working in Group or business unit roles? Growth targets for the Group and each business unit are set, with Group executives tied to the Group EVA®3 result and business unit executives tied to their business unit and Group EVA® results. How are incentive payments funded? Incentive payments are funded based on the year-on-year growth in Economic Value Added (EVA®) achieved by the Group or business unit against pre-established targets set by the Board. How is the executive incentive plan pool determined? The incentive pool is based on the combined TVP of participants and how well the Group and its business units performed against the EVA® growth targets set by the Board. If targets are exactly met, the incentive plan pool will be equal to the combined TVP of participants. If targets are not achieved, the pool will be lower, if targets are exceeded, the pool will be higher. The size of the pool is uncapped for achievement above the target. 3 EVA® is a registered trademark of Stern Stewart & Co. Navitas Limited Annual Report 2017 041 1. Frequently Asked Questions (continued) Remuneration policy (continued) What growth targets are used to determine the incentive pool? Growth targets are set by the Board for a three-year period, with the three-year target broken down into annual growth targets. Incentive funding is determined each year based on EVA® growth achieved against those annual targets. What is EVA® and how is it calculated? How are incentive payments and the EVA® pool linked? Can incentives be deferred or forfeited? We do not disclose the growth targets set by the Board as they are commercially sensitive. In setting the target for FY15 - FY17, the Board gave consideration to corporate plans, shareholder return expectations, industry developments, as well as comparative performance analysis prepared by independent consultancy Juno Partners of the top 300 Australian listed companies over 2009 – 2013. The executive incentive plan is based on sustained improvements in the financial performance of Navitas, as measured by EVA®. EVA® measures the profit Navitas makes above and beyond what investors could expect to earn, had their funds been invested elsewhere at similar risk. For EVA® calculations see page 43. While the combined TVP of participants and financial performance against pre-set targets determines the maximum size of the pool, the share of that pool that the executive receives is subject to an assessment of their individual performance. For executives, rewards are uncapped and any amount, positive or negative, may be declared. Amounts between zero ($0) and an executive’s TVP opportunity are settled in the current year. Any amount over their TVP or below zero is settled in three equal parts - the first in the current year and the remainder in the two years that follow. What happens if EVA® growth declines? If EVA® growth is substantially below target, a negative amount is declared reducing the value of any previously deferred amounts and any future payments under the plan. What happens to the deferred amount if an executive leaves? An executive must be in employment at the time the Board approves the incentive payment made under the executive incentive plan to be eligible for the payment. If an executive ceases employment for any reason before the Board approves the payment, the executive is not eligible for any payment in respect of the period that the executive was in employment or any deferred balances. Do executives have to maintain a Navitas shareholding? Executives have to allocate at least 50% of any incentive payment to purchase shares until the executive has established a holding in Navitas equal to the value of their fixed remuneration. FY17 outcomes What are the remuneration outcomes for FY17? Fixed remuneration Most executives received a fixed remuneration increase, effective 1 October 2016, of 2.0% to reflect market comparability and individual performance. The Chief Executive Officer - SAE received a fixed remuneration increase of 17.7% to recognise additional responsibilities as well as reflecting market comparability. Variable remuneration The Group financial performance did not meet minimum EVA® achievement expectations and a negative incentive declaration of minus 0.3x is expected for Group executives, including the Chief Executive Officer and Chief Financial Officer. The Group financial profit performance was impacted by a number of factors including the final impact of the closure of Macquarie and Curtin Sydney Colleges, a slowdown in growth in the UK through the post-Brexit tightening of international student visa regulations and adverse foreign currency translation movements in some overseas businesses. For business unit executives the expected range of incentive declarations across executives is from minus 0.6x to 0.8x, depending on the EVA® created by each business unit. This is consistent with the objective of the plan, which is to base variable rewards on sustained growth in EVA® being achieved. 042 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 1. Frequently Asked Questions (continued) Changes to the remuneration policy for FY18 Are there any changes to fixed remuneration for FY18? Fixed remuneration will remain unchanged. Are there any changes to variable remuneration for FY18? In FY18 there will be an increase in the TVP opportunity for executives. This will move the total target remuneration (that is, fixed remuneration plus variable remuneration) opportunity for these executives more in line with the market, where we aim to pay at the 50th percentile of similar roles. The individual TVP opportunity for executives will move from a range of 40% to 75% of fixed remuneration, to a range of 60% to 150% of fixed remuneration. Importantly, with other changes planned, the total TVP pool of the scheme will not increase from FY17 to FY18. Are there any other changes? Changes to the treatment of individual performance As noted above, historically the incentive pool was determined based on financial performance and then an executive’s share of the incentive pool was modified up or down based on individual performance. Beginning in FY18, 40% of an executive’s share of the incentive pool will be subject to individual performance, with this amount only rewarded in full for exceptional individual performance. This change allows for greater emphasis to be placed on non-financial performance, with targets being set and performance assessed in the context of corporate plans, shareholder return expectations, and industry developments amongst other things, and therefore recognising the importance of strategic non-financial initiatives to the Group’s long term success. It should be noted that the funding of the incentive pool will not be changed, i.e. rewards will be subject, at first instance, to financial performance against the pre-set targets determined by the Board. If an executive is assessed not to have reached acceptable levels of individual performance, they will not be eligible for any variable rewards. Increase in weighting of Group performance for financial KPIs Executives working in business unit roles have historically had rewards weighted 70% to business unit financial performance and 30% to Group financial performance. Beginning in FY18, this weighting will be amended to 50% business unit performance, 50% Group performance. This will increase focus on Group outcomes and will encourage further collaboration between executives to improve overall performance. Executives’ deferred incentive element The amount and method of how executives accrue a Navitas shareholding is currently being reviewed. Further details will be provided in the FY18 report when any changes are finalised. 2. Key Management Personnel (KMP) The following were KMP at any time during the 2017 financial year and, unless otherwise indicated, were KMP for the entire year. (i) Non-Executive Directors Tracey Horton Non-Executive Chairman (appointed as Chairman from Non-Executive Director 16 November 2016) Tony Cipa Non-Executive Director Harvey Collins Non-Executive Director (Chairman until 16 November 2016) Diana Eilert James King Lisa Paul David Robb Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (appointed 9 May 2017) Navitas Limited Annual Report 2017 043 (ii) Executive Director Rod Jones Group Chief Executive Officer and Managing Director (iii) Executives Patrick Brothers Chief Development Officer David Buckingham Chief Financial Officer Mick Campbell Chief Information Officer Bev Hudson Scott Jones Rob Lourey Chief Executive Officer – University Partnerships North America Chief Executive Officer – Careers & Industry Group General Manager - Human Resources Paul Lovegrove Chief Executive Officer – University Partnerships Europe John Wood Chief Executive Officer – University Partnerships Australasia 3. FY17 remuneration outcomes and link with performance The Group financial performance did not meet minimum EVA® achievement expectations and a negative incentive declaration of minus 0.3x is expected for Group executives, including the Chief Executive Officer and Chief Financial Officer. For business unit executives the expected range of incentive declarations across executives is from minus 0.6x to 0.8x, depending on the EVA® created by each business unit. Any negative incentive declarations are settled over three years, reducing the value of previously deferred amounts and the value of future declarations. The lower rewards declared in FY17 reflect the Group’s financial profit performance which was impacted by a number of factors including the final impact of the closure of Macquarie and Curtin Sydney Colleges, a slowdown in growth in the UK through the post-Brexit tightening of international student visa regulations and adverse foreign currency translation movements in some overseas businesses. These declared incentive amounts are consistent with the objective of the plan, which is to base variable rewards on sustained growth in EVA® being achieved. Final incentive payments are subject to Board determination in September 2017. Economic Value Added (EVA®) calculation The table below outlines how the FY17 EVA® outcome was calculated, and compares to FY16. EBITDA # Interest Depreciation Net Operating Profit Before Tax Taxes at 30% Net Operating Profit After Tax (A) Capital Employed* Cost of Capital Capital charge (B) + – = – = x = A–B Economic Value Added (EVA®) Opening EVA® EVA® decrease 2017 $000s 2016 $000s 155,048 1,691 (32,259) 124,480 (37,344) 87,136 469,882 8% 37,591 49,545 60,286 164,581 2,216 (30,767) 136,030 (40,809) 95,221 436,694 8% 34,935 60,286 62,861 (10,741) (2,575) # non-operating profits and losses are excluded from the EVA® calculation * based on the average of month end net debt and equity balances throughout the year, after adjustments. Cash bonuses for participants have been provided for in the financial statements for 30 June 2017, but as noted above, are subject to review and confirmation by the Board in September 2017. Target Variable Pay (TVP) x EVA® performance = EVA® incentive declared +/— Individual performance = Final payment TVP ranges from 40%—75% of fixed pay depending on responsibility Corporate staff are tied to the Group EVA® result, business unit staff are tied to the business unit and Group EVA® result. Executives are uncapped on the upside and the downside Individual performance is determined by the Chief Executive Officer or Board. For executives , if the payment is in excess of their TVP, two thirds of the amount above their TVP is deferred at risk for two years. 044 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 3. FY17 remuneration outcomes and link with performance (continued) FY08-FY17 Navitas financial performance and alignment to remuneration outcomes The following table outlines Navitas’ performance on key metric of sustainable value creation for the past 10 years. (12 months ended 30 June) 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Economic Value Added (EVA®) ($m) 49.55 60.29 62.86 51.78 46.10 38.12 57.88 54.53 40.64 27.29 Dividends per share – paid and proposed (cents) Dividends paid ($m) 19.5 70.4 19.5 74.1 19.5 73.3 19.5 72.8 19.5 72.8 19.5 80.3 20.7 68.7 18.8 57.8 14.3 40.1 10.9 33.7 Closing share price (at 30 June) $4.85 $5.49 $4.29 $7.13 $5.77 $4.34 $4.03 $4.66 $2.73 $2.09 Earnings per share (cents) 22.1 24.0 19.1 13.7 19.9 19.5 21.7 18.8 14.3 10.8 Earnings per share before amortisation and impairment (cents) Net profit after tax attributable to members of the Company ($m) Return on capital employed 22.2 24.2 24.5 22.1 20.0 19.8 22.9 19.4 14.6 12.2 80.34 18% 90.08 22% 71.81 23% 51.58 20% 74.58 19% 73.15 19% 77.30 50% 64.20 59% 49.20 47% 37.43 34% 4. Executive remuneration objective, structure and review Navitas’ remuneration objective is to provide competitive rewards to attract high calibre executives that can drive the continued strong performance of the business. At the heart of the Group’s approach is: • an executive incentive plan structured to align the interests of executives with those of the Company’s shareholders; and • the establishment of appropriate performance benchmarks that link both fixed and variable remuneration with Group strategy, the strategy of individual business units and goals set for each executive’s individual performance. Alignment of executive and shareholder interests Captures all at-risk pay Executives are assigned a level of Target Variable Pay (TVP) which is based on a percentage of their fixed remuneration. In FY17, this varied from 40% to 75% of fixed pay, depending on the seniority of the executive. The executive incentive plan comprises the entire at-risk opportunity offered to executives. Based on shareholder value Linked with Navitas’ financial performance The executive incentive plan is based on sustained improvements in the financial performance of the Group and its business units, as measured by EVA®. EVA® measures the profit the business makes above the Group’s current cost of capital of 8%. As such, it is the value created by the business for shareholders. EVA® is more demanding than other profit measures such as EPS or EBITDA as it requires a reasonable return on equity to be achieved before EVA® becomes positive. Research by independent consultancy Juno Partners shows that only about 50% of the top 300 Australian listed businesses generate positive EVA® in any one year4. The Board sets the required return for investors used to calculate EVA® annually and may make amendments to the statutory profit to calculate EVA® without affecting the underlying integrity of the plan. Growth targets are set by the Board for a three-year period, with the three-year target broken down into annual growth targets. Incentive funding is determined each year based on EVA® growth achieved against those annual targets. This is applied to the executive’s TVP and amended for individual performance to determine the incentive declared for the executive. Incentive formula The Board also gives consideration to the levels of performance that would justify extreme rewards, both on the upside and on the downside, while ensuring the reward in either direction is symmetrical. 4 Excluding investment companies, as determined by Juno Partners, an independent consultancy appointed by the Board. Navitas Limited Annual Report 2017 045 The diagram below illustrates the working of the incentive formula as it applies at the Group and business unit level throughout Navitas. Multiple of Target Variable Pay The incentive formula Rewards above TVP are deferred and can be forfeited if not sustained For executives, rewards are uncapped and any amount, positive or negative, may be declared. Amounts between $0 and the executive’s TVP are settled in the current year. Any amount outside this range is settled in three equal parts: • • the first in the current year; and the remainder in the two years that follow. Deferred amounts can be lost if the executive’s participation in the scheme ends for whatever reason, or if future EVA® growth falls substantially below target. Any deferred amounts do not vest with the executive and are not paid on the termination of their employment. Incentive declarations can be negative If EVA® growth falls substantially below target, executives can suffer a negative incentive declaration. Negative incentive declarations are settled over three years, reducing the value of previously deferred amounts and the value of future declarations. Subject to additional requirements Total payments to executives participating in the plan must be approved by the Board each year. To further strengthen the link between executive performance and shareholder return, executives are required (over time) to acquire a beneficial interest in shares in the Company equal to the value of their fixed remuneration. Ordinary shares are issued at a price calculated as a volume weighted average market price for the five trading days immediately before the date of issue. 2.0x 1.0x 0.0x Annual growth in EVA® Exceptionally poor Good Exceptionally good During early FY17 the Board approved the following change in how an executive may satisfy the requirement to acquire a beneficial interest of shares in the Company equal to the value of their fixed remuneration. Current and future incentive payments An executive has to allocate at least 50% of any incentive payment, up to and including a one times EVA® multiple, to purchase shares in the Company. Prior years incentive payments An executive had to allocate at least 50% of any incentive payment to purchase shares in the Company. This requirement results in all executives acquiring a meaningful exposure to the performance of Navitas shares, funded out of the proceeds of their incentive payments. Focused on sustained, multi-year performance While payments under the executive incentive plan are made in cash and classified under the accounting standards as 'short-term benefits', there are several elements in the plan that enable rewards to reflect sustained, multi-year performance, including: • payments reflecting performance against a set of three year targets; • two thirds of payments for above target performance are deferred; • deferred payments are subject to loss if performance deteriorates significantly or the executive ceases to be a participant in the plan for whatever reason; and • at least 50% of any payment, up to and including a one times EVA® multiple, must be used to purchase shares until the executive has established a holding in Navitas equal to the value of their fixed remuneration. 046 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 4. Executive remuneration objective, structure and review Link with business strategy A significant portion of executive remuneration is ‘at risk’, with payment determined annually through the Company’s executive incentive plan based on the achievement of pre-determined Group, business unit and individual targets. These targets link directly with Navitas’ business strategy. Business strategy Business performance - EVA® Navitas’ business strategy is built on three core pillars EVA® is the key way we measure our business performance against our strategic objectives Quality Efficiency Growth 2017 $000s 2016 $000s Economic Value Added (EVA®) 49,545 60,286 Opening EVA® EVA® decrease 60,286 62,861 (10,741) (2,575) Pool Executive EVA® performance EVA® represents the profit above and beyond what investors could expect to earn Executive incentive plan What executives are paid is a direct outcome of EVA® performance EVA® is a key financial measure of the executive incentive plan. Minimum EVA® achievement must be met before any incentive payments are made. The FY17 executive incentive plan outcome for the CEO and MD is expected to be negative FY17 average outcomes for other executives are expected to range between minus 0.6x and 0.8x Navitas Limited Annual Report 2017 047 Remuneration structure An outline of our executive remuneration structure, determination and purpose is below. Executive remuneration at Navitas Fixed remuneration Incentive (variable) Delivered to the individual as • Cash • Superannuation • Fringe benefits such as motor vehicles • Cash • Requirement to purchase equity with a portion to support achievement of minimum shareholding requirements Individual payment / outcome determined by Reviewed annually to ensure it is commensurate with Company and individual performance, as well as consistent with market rates for comparable executive roles EVA® performance and individual performance Purpose and alignment To attract and retain leaders that can drive the continued strong performance of our business To share the financial success of the Company with executives, be competitive with comparable organisations and align executive pay with Navitas strategy and the interests of shareholders Remuneration review The PRC reviews the level and composition of executive remuneration each year, benchmarking against the Group’s peers. The proportion of fixed and variable remuneration for each executive is set by the PRC or the Group Chief Executive Officer. The on target remuneration mix for FY17 is set out below. Group CEO & MD Other KMP 57% 43% 67% - 71% 29% - 33% Fixed remuneration Variable, at risk, remuneration 048 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 5. Executive statutory remuneration tables The remuneration reported below is in accordance with both statutory requirements under the Corporations Act 2001 (Cth) and Australian accounting standards. Year ended 30 June Short term benefits Salary & Fees Cash bonus (i) Non- monetary benefits Post- employment Superannuation Other long term benefit (ii) Total Performance related % 2017 ($) Executive Director (iv) Balance of Deferred Cash Bonuses (iii) Rod Jones 1,004,450 90,776 6,000 35,000 22,841 1,159,067 8% (195,557) Other Key Management Personnel (iv) Patrick Brothers David Buckingham Mick Campbell Bev Hudson^ Scott Jones@ Rob Lourey Paul Lovegrove* John Wood 589,384 566,227 348,785 21,951 14,809 - 385,551 254,490 535,772 183,823 411,054 276,701 480,309 15,887 18,696 15,305 - 23,158 73,714 2,378 - - - - 19,616 19,616 19,616 21,841 14,712 28,112 61,434 42,416 14,912 645,863 13,518 637,328 8,595 450,710 - 664,260 12,703 747,010 11,890 466,943 - 356,831 15,121 553,151 3% 2% - 38% 25% 3% 5% 3% (83,661) (91,350) (45,675) - (1,639) (39,361) (80,454) 19,785 4,598,233 615,737 105,250 262,363 99,580 5,681,163 11% (517,912) 2016 ($) Executive Director (iv) Rod Jones 950,084 209,932 44,872 35,044 17,173 1,257,105 17% 39,670 Other Key Management Personnel (iv) Patrick Brothers 507,642 84,954 David Buckingham(1) Mick Campbell(2) Bev Hudson(3),^ Scott Jones* Rob Lourey Paul Lovegrove(3),* John Wood Lyndell Fraser(4) Neil Hitchcock(5) Bryce Houghton(6) 245,863 39,217 162,854 30,961 4,060 57,975 578,880 256,854 409,467 130,705 478,851 449,238 408,780 769,893 60,369 13,942 81,441 - - - 12,183 3,147 5,504 941 - - - - - 6,968 63,671 19,308 13,196 637,283 8,367 2,827 8,143 - 23,133 29,046 36,149 27,680 14,481 8,833 - - - - 288,338 51,608 229,913 835,734 9,550 502,519 - 173,693 11,451 607,892 - - - 476,918 430,229 842,397 13% 11% 8% 25% 31% 12% 8% 13% - - - 7,689 - - - (3,279) 13,329 - 54,886 - - - 5,131,474 800,488 137,286 213,011 51,370 6,333,629 13% 112,295 (1) Appointed 25 January 2016 (2) Appointed 23 May 2016 (3) Appointed 2 February 2016 (4) Resigned 30 June 2016. Salary & fees includes a termination payment of $101,394 (5) Resigned 26 February 2016 (6) Resigned 30 September 2015. Salary & fees includes a termination payment of $515,591 ^ Remuneration is settled in Canadian Dollars. For the year ended 30 June 2017, an average exchange rate of CAD1.00039/AUD has been used to translate the remuneration into Australian Dollars. @ Remuneration for the period to October 2016 was settled in Great British Pounds. For the year ended 30 June 2017, an average exchange rate of GBP0.58651/AUD has been used to translate this remuneration into Australian Dollars. * Remuneration is settled in Great British Pounds. For the year ended 30 June 2017, an average exchange rate of GBP0.59479/AUD has been used to translate the remuneration into Australian Dollars. (i) Cash bonus comprises the annual incentive (executive incentive plan) payments payable in September of each financial year after review and confirmation by the Board. Under the terms of the plan payments will only be made if the participant is an employee at the date of payment. The cash bonus includes the amount provided as payable in relation to the 2017 financial year, adjusted for the difference between the amount provided for in the 2016 financial year and the actual amount paid in September 2016. (ii) Other long term benefits include movements in Long Service Leave. (iii) Deferred Cash Bonuses are the balances for executives who hold a position as KMP at 30 June, and who are participants in the executive incentive plan. As noted on page 45 of the Directors’ Report, for some participants in the executive incentive plan, rewards outside of the range of zero ($0) to the participant’s Target Variable Pay (1x target) are settled in three equal parts, the first in the current year and the remainder in the two years that follow. The Balance of Deferred Cash Bonuses is the total of these deferred amounts. It does not vest with the executive. The executive is not entitled to any portion of the Balance of Deferred Cash Bonuses upon termination. The Board may use its discretion to continue the vesting in some circumstances For the purposes of the Remuneration Report the Balance of Deferred Cash Bonuses does not form part of compensation for the year. A negative balance of deferred cash bonuses represents when EVA® growth falls substantially below target and executives can have received a negative incentive declaration. Negative incentive declarations are settled over three years, reducing the value of previously deferred amounts and the value of future declarations. (iv) For these executives, at least 50% of the incentive payment will be used to pay for ordinary shares in the Company (at an issue price calculated as a volume weighted average market price for the 5 trading days immediately before the date of issue) until such executives hold a beneficial interest in shares in the Company equal to the value of their fixed remuneration. This requirement will be determined based on shareholdings in the Company as disclosed by these executives in August of each financial year. It is therefore not currently possible to quantify the component of the cash bonus that will be used to buy ordinary shares in the Company. Navitas Limited Annual Report 2017 049 Executive employment contracts Remuneration and other terms of employment for the executives are formalised in employment contracts. A summary of the key employment contract terms for each executive is provided below. All executives’ employment contracts are for an unlimited duration. None of the non-executive Directors have an employment contract with the Company. Executive Rod Jones2, 3, 4 Patrick Brothers David Buckingham Mick Campbell Bev Hudson Scott Jones4, 5 Rob Lourey Paul Lovegrove6 John Wood4,5 By Executive By Navitas Termination for Material Change Notice period1 6 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 6 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 6 months by Company; 3 months by Executive 6 months by Company; 2 months by Executive 6 months by Company; 2 months by Executive 1 Instead of giving the notice set out in the table above, the Company may terminate by paying remuneration equivalent to the notice period. 2 Material Change is defined as there being a material diminution in the executive’s remuneration or responsibilities, or the executive is required to relocate outside their home state. 3 Where the executives’ contract terminates as a result of a material change, the executive will be entitled to a payment equivalent to six months fixed remuneration. 4 Material Change is defined as there being a material diminution in the executive’s responsibilities, or the executive is required to relocate outside their home state, or where a third party acquires a controlling interest in the Company. 5 Where an executive’s contract terminates as a result of a material change, they will be entitled to a payment equivalent to three months fixed remuneration. 6 The 3 month notice period by the Company applies during the first five years of employment (employment commenced 20 July 2015). 050 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 6. Non-executive director fees and statutory remuneration table Fee pool Year ended 30 June Short term benefits 2017 ($) Salary & Fees ($) Post-employment Superannuation Total Tracey Horton(1) Tony Cipa Harvey Collins(2) Diana Eilert James King Lisa Paul David Robb(3) 2016 ($) Harvey Collins Tony Cipa Diana Eilert Tracey Horton James King Lisa Paul(4) (1) Appointed as Chairman 16 November 2016 (2) Chairman until 16 November 2016 (3) Appointed 9 May 2017 (4) Appointed 2 February 2016 204,435 127,854 153,915 123,059 126,000 115,068 16,677 17,439 12,146 26,258 11,691 - 10,932 1,584 221,875 140,000 180,173 134,750 126,000 126,000 18,261 867,009 80,050 947,059 234,905 127,854 115,068 127,854 126,000 47,489 35,095 12,146 10,932 12,146 - 4,511 270,000 140,000 126,000 140,000 126,000 52,000 779,170 74,830 854,000 The maximum aggregate fee pool approved by shareholders at the 2013 AGM for non- executive directors is $1,100,000 per annum (inclusive of superannuation). The aggregate fee pool is generally reviewed by the Board annually and, if appropriate, adjusted, having regard to the anticipated time commitment, workload and responsibilities attaching to that office and having regard to the level of fees paid by comparable organisations in the market. The fee pool will not increase for FY18. Fee policy Board / Committee Chair fee $ Member fee $ Board base fee 270,000 126,000 Audit and risk People and remuneration 14,000 14,000 nil nil The above fees are inclusive of superannuation. Non-executive directors receive a base fee for their services as a director of the Board, including their membership of committees. Chairing a Committee attracts a higher fee rate. The Chairman of the Board receives a higher base fee in recognition of the additional responsibility and time commitment, however does not receive any extra remuneration for participating in or chairing any Committees. In setting the non-executive directors’ fees, the following considerations are taken into account to enable the Board to attract and retain directors: • time commitment; • workload; • • risk and responsibility; individual background, skills and experience; and • market benchmark data, sourced from companies with a similar market capitalisation. In order to maintain independence, non-executive directors do not receive performance-related remuneration and do not participate in the executive incentive plan. This allows the focus of the Board to be on the governance of the strategic direction of Navitas. Navitas Limited Annual Report 2017 051 7. Remuneration governance People and Remuneration Committee (PRC) The PRC is responsible for determining and reviewing compensation arrangements for the directors, the Group Chief Executive Officer (Group CEO) and the executives. The PRC assesses the appropriateness of the nature and amount of remuneration of directors and executives on an annual basis by reference to relevant employment market conditions. The overall objective is to maintain maximum shareholder benefit from the retention of a high-quality Board and executive team. Use of remuneration consultants During FY17, the PRC engaged Ernst & Young (EY) and Juno Partners to provide advice on remuneration matters. A remuneration recommendation, as defined in the Corporations Act 2001 (Cth), was provided by Juno Partners in relation to the Navitas incentive program used throughout the Group. The recommendation provided covered the targets to be used to determine rewards at the Group and business unit level for the 2018–2020 financial years. The Juno Partners engagement involved making a remuneration recommendation to the PRC that affected KMP. The consideration payable for this engagement was $27,125, excluding GST. When remuneration consultants are engaged by the Board, it has put in place procedures to ensure remuneration recommendations made by remuneration consultants are free from undue influence by those KMP to whom the recommendation relates. These procedures include: • instructions for preparing remuneration recommendations are only issued to remuneration consultants by the Chairman of the PRC or another non- executive director; • the role of executives in any engagement regarding a remuneration recommendation is limited to the provision of information and opinions on current and past practices and does not include any participation in the development of recommendations; • remuneration recommendations by remuneration consultants are made directly to the PRC; and • all remuneration recommendations made by remuneration consultants are required to include a declaration about whether the remuneration recommendation is free from undue influence by the members of the KMP. With respect to remuneration recommendation made during the year and disclosed above, the procedures outlined above were adhered to and hence the Board is satisfied that the remuneration recommendations made were free of undue influence by the KMP to whom the recommendations related. 052 Navitas Limited Annual Report 2017 REMUNERATION REPORT (CONTINUED) 8. Additional required disclosures Remuneration and shareholdings of directors and other key management personnel The aggregate compensation made to key management personnel of the Company and the Group is set out below: Year ended 30 June Short term benefits Post employment benefits Other long term benefits 2017 $000s 6,186 342 100 6,628 2016 $000s 6,849 288 51 7,188 The detailed compensation of each member of key management personnel of the Company is set out on pages 48 to 50. Shareholdings of key management personnel The movement during the reporting period in the number of ordinary shares in Navitas Limited held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: Additions Disposals Balance at 30 June 2016 Additions* Disposals Balance at 30 June 2017 (i) Directors Tracey Horton Rod Jones Tony Cipa Harvey Collins Diana Eilert James King Lisa Paul (1) David Robb(2)* Balance at 1 July 2015 2,000 45,017,995 10,000 43,948 - 50,000 - - 4,000 100,000 - - - - - - 45,123,943 104,000 (1) Appointed 2 February 2016 (2) Appointed 9 May 2017 * Shares held at date of appointment recorded as an addition in above table. - - - - - - - - - - 6,000 45,117,995 10,000 43,948 - 50,000 - - 7,000 - 10,000 - 6,500 - 6,500 20,000 45,227,943 50,000 Balance at 30 June 2016 Additions Disposals^ - - - - - - - - - - 13,000 45,117,995 20,000 43,948 6,500 50,000 6,500 20,000 45,277,943 Balance at 30 June 2017 11,499 23,768 - - - - - 2,200,136 24,161 - 122,321 (ii) Executives Patrick Brothers David Buckingham (3) Mick Campbell (4) Lyndell Fraser (5) Neil Hitchcock(6) Bryce Houghton (7) Bev Hudson(8) Scott Jones Rob Lourey Paul Lovegrove(8) John Wood Balance at 1 July 2015 Additions Disposals^ - - - 75,989 105,470 87,009 - 2,320,136 8,896 - 122,321 6,973 21,550 - 19,184 - - - 10,000 11,202 - - - - (95,173) (105,470) (87,009) - (120,000) - - - 6,973 21,550 - - - - - 2,210,136 20,098 - 122,321 4,526 2,218 - - - - - - 4,063 - - - - - - - - (10,000) - - - 2,719,821 68,909 (407,652) 2,381,078 10,807 (10,000) 2,381,885 (3) Appointed 25 January 2016 (4) Appointed 23 May 2016 (5) Resigned 30 June 2016 (6) Resigned 26 February 2016 (7) Resigned 30 September 2015 (8) Appointed to the Navitas Leadership Team effective 2 February 2016 ^ Shares held at date of resignation recorded as a disposal in above table. The Navitas Limited Remuneration Report ends here. Navitas Limited Annual Report 2017 053 Interests in the shares and options of the Company and related bodies corporate As at the date of this report, the interests of the Directors in the shares and options of Navitas Limited were: Directors Ordinary shares held Tracey Horton Rod Jones Tony Cipa Harvey Collins Diana Eilert James King Lisa Paul David Robb 13,000 45,117,995 20,000 43,948 6,500 50,000 6,500 20,000 Navitas Limited has no outstanding options at the date of this report. Directors’ meetings The number of meetings of Directors (including meetings of committees of Directors) held during the year, and the number of meetings attended by each Director, were as follows: Directors’ meetings Audit and Risk People and Remuneration Number of meetings held while a director Number of meetings attended Number of meetings held while a committee member Number of meetings attended Number of meetings held while a committee member Number of meetings attended Meetings of Committees 5 - - - 5 5 5 - 5 - - - 5 4 5 - The Company has paid premiums of $136,425 in respect of contracts insuring each Director, officer, company secretary and certain senior executives and employees serving as officers on wholly owned or partly owned companies of Navitas against liability incurred in that capacity. Disclosure of the nature of the liability covered by and certain other premiums payable for such insurance is prohibited by confidentiality clauses in the contracts of insurance. Tracey Horton Rod Jones Tony Cipa Harvey Collins Diana Eilert James King Lisa Paul David Robb* * Appointed 9 May 2017 9 9 9 9 9 9 9 1 All Directors were eligible to attend all meetings held, unless specified. Committee membership Throughout the year and as at the date of this report, the Company had an Audit and Risk Committee and a People and Remuneration Committee. Members acting on the committees of the board during the year were: Audit and Risk People and Remuneration Tony Cipa (Chairman) Harvey Collins James King Diana Eilert (Chairman) Tracey Horton James King Lisa Paul 9 9 9 9 9 8 9 1 - - 5 5 - 5 - - - - 5 5 - 4 - - Indemnification and insurance of directors and officers The Company’s constitution requires the Company to indemnify each officer of the Company and its wholly owned subsidiaries against any liability (to the extent the Company is not precluded by law from doing so) incurred by the officer in their capacity as an officer of the Company or its wholly owned subsidiaries. The Company has also entered into deeds of access, indemnity and insurance with each of its Directors, company secretaries, certain senior executives, and employees serving as officers on wholly owned or partly owned companies of Navitas that require the Company to indemnify those Directors, officers or employees against any liability (again to the extent the Company is not precluded by law from doing so) incurred by them in their capacity as a director or officer of the Company or the relevant subsidiary or partly owned company. 054 Navitas Limited Annual Report 2017 DIRECTOR'S REPORT (CONTINUED) Company secretaries Dividends Final dividend recommended - on ordinary shares for 2017 Interim dividend paid during the year - on ordinary shares Final dividend paid for 2016 - on ordinary shares Significant changes in the state of affairs There has been no significant change in the state of affairs of the Company since the end of the financial year. Since the reporting date, the Directors declared a final dividend on ordinary shares in respect of the 2017 financial year. The total amount of dividend is $36.186m, which represents a fully franked dividend of 10.1 cents per share. The dividend has not been provided for in the 30 June 2017 financial statements as the dividend was declared after the end of the financial year. Future developments Likely developments in, expected results of the operations of the Group in subsequent years and the Group’s business strategies are referred to elsewhere in this report, particularly on pages 6 to 27. In the opinion of the Directors, further information on those matters could prejudice the interests of the Company and the Group and has therefore not been included in this report. Environmental regulation and performance The Group’s operations are not subject to any significant environmental regulations under the laws of the countries it operates in. The Board believes that the Group has adequate systems in place for the monitoring of environmental regulations and is not aware of any such regulations that apply to the Group. Rounding The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 2016/191. The Company is an entity to which the Class Order applies. Hugh Hangchi, LLB, BComm Company Secretary & Group General Counsel Appointed 27 April 2005 Mr Hangchi is a practising lawyer and has experience in providing advice to directors of listed and unlisted public companies in relation to directors’ duties, the Corporations Act, the Listing Rules and corporate governance. He has also completed the Company Directors Course Diploma. Prior to joining the Company, Mr Hangchi was a senior associate at a national law firm where he specialised in capital raisings, mergers and acquisitions and regulated takeovers. He has also worked as a solicitor with the Australian Securities and Investments Commission. Matthew Rumpus, LLB (Hons), BComm Assistant Company Secretary & Senior Legal Counsel Appointed as Assistant Company Secretary 14 January 2016 Mr Rumpus is a practising lawyer and has experience in providing advice to directors of listed public companies in relation to directors’ duties, the Corporations Act, the Listing Rules and corporate governance. Prior to joining the Company, Mr Rumpus was a special counsel at a global law firm where he specialised in corporate law including corporate governance, equity capital markets and mergers and acquisitions. Corporate information Corporate structure Navitas Limited is a company limited by shares that is registered and domiciled in Australia. Navitas Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year as listed in note 6 of the financial statements. Nature of operations and principal activities The principal activities during the financial year of the Group were of the provision of educational services to domestic and overseas students. There have been no significant changes in the nature of those activities during the year. Operating and financial review A review of the Group’s operations and financial performance has been provided on pages 6 to 27. Cents $000s Payment date 10.1 36,186 15 September 2017 9.4 33,794 15 March 2017 9.9 36,593 15 September 2016 Non-audit services Details of the amounts paid to the auditor of the Company, Deloitte Touche Tohmatsu, and its related practices for audit and non-audit services provided during the year are set out in note 6.3 to the financial statements. Auditor’s independence declaration The auditor’s independence declaration is set on page 55 and forms part of the directors’ report for the financial year ended 30 June 2017. Independent Audit and Remuneration Report The required disclosures as included on pages 40 to 52 of the remuneration report have been audited by Deloitte Touche Tohmatsu. The directors’ report, including the remuneration report, is signed in accordance with a resolution of the Directors. ROD JONES Group Chief Executive Officer and Managing Director Perth, Western Australia, 31 July 2017 Navitas Limited Annual Report 2017 055 FINANCIAL STATEMENTS AND NOTES Navitas Limited Annual Report 2017 057 058 Navitas Limited Annual Report 2017 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2017 Revenue Marketing expenses Academic expenses Administration expenses Net gain on disposal of controlled entities Finance costs Share of net profit/(loss) of entities accounted for using the equity method Profit before income tax expense Income tax expense Profit for the year Other comprehensive income Items that may be subsequently reclassified to profit or loss Net currency translation differences Fair value movement in hedge instruments Income tax relating to other comprehensive income Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of the parent Non-controlling interest Total comprehensive income attributable to: Owners of the parent Non-controlling interest Earnings per share Basic Diluted Note 2017 $000s 2016 $000s 2 955,195 1,010,651 (145,579) (218,787) (466,953) 14,263 (7,469) 271 (159,372) (242,789) (473,209) - (6,214) (974) 130,941 128,093 9 3.2 4.4 3.4 (50,072) (37,330) 80,869 90,763 1,008 1,831 (366) 5,969 (133) 1,042 2,473 6,878 83,342 97,641 80,337 532 90,078 685 80,869 90,763 82,851 491 96,175 1,466 83,342 97,641 3.6 Cents Cents 22.1 22.1 24.0 24.0 The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2017 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepayments and other assets Total Current Assets Non Current Assets Property, plant and equipment Deferred tax assets Investments accounted for using the equity method Intangible assets Other financial assets Total Non Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Deferred revenue Current tax payable Borrowings Provisions Total Current Liabilities Non Current Liabilities Trade and other payables Borrowings Provisions Total Non Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Foreign currency translation reserve Cash flow hedge reserve Retained earnings Equity attributable to owners of the parent Non-controlling interests TOTAL EQUITY Navitas Limited Annual Report 2017 059 Note 2017 $000s 2016 $000s 4.2 4.3 3.4 4.4 4.1 4.5 3.4 5.2 4.6 4.5 5.2 4.6 5.5 86,642 141,054 31,902 78,919 121,925 23,777 259,598 224,621 172,528 32,616 25,620 408,546 2,538 131,551 47,549 4,216 411,443 1,490 641,848 596,249 901,446 820,870 127,754 262,112 3,890 3,099 11,395 139,640 272,707 4,057 - 16,339 408,250 432,743 50,906 269,567 16,985 23,555 135,093 19,680 337,458 178,328 745,708 611,071 155,738 209,799 110,511 2,648 (731) 42,417 177,095 1,416 (2,013) 32,467 154,845 208,965 893 834 155,738 209,799 The consolidated statement of financial position should be read in conjunction with the accompanying notes. 060 Navitas Limited Annual Report 2017 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2017 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividends received from equity accounted entities Lease incentive contributions received Interest received Interest paid Income tax paid Net cash flows from operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchase of controlled entities Net cash disposed on disposal of controlled entities Purchase of other investments Net cash flows used in investing activities Cash flows from financing activities Payments for share buy-back Proceeds from borrowings Repayment of borrowings Loans to joint ventures Payment of dividends Payment of dividends to non-controlling interests Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Net foreign exchange differences Cash and cash equivalents at beginning of the financial year Note 2017 $000s 2016 $000s 3.3 4.3 9 5.5 3.5 932,619 (826,962) 1,895 37,584 1,555 (7,401) (37,756) 994,977 (829,006) - 9,845 2,392 (6,071) (46,327) 101,534 125,810 (81,655) (533) (8,226) (2,695) (43,738) - (1,181) (755) (93,109) (45,674) (69,800) 452,298 (314,000) (500) (67,446) (432) (26,805) 354,742 (343,749) - (71,591) (764) 120 (88,167) 8,545 (822) 78,919 (8,031) (238) 87,188 Cash and cash equivalents at the end of the financial year 86,642 78,919 The consolidated statement of cash flows should be read in conjunction with the accompanying notes. Navitas Limited Annual Report 2017 061 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2017 Foreign Currency Translation Reserve $000s Issued Capital $000s Cash Flow Hedge Reserve $000s Retained earnings $000s Non- controlling interests $000s Total equity $000s Balance at 1 July 2015 200,974 (4,774) (1,920) 16,489 (4,102) 206,667 Profit for the year Fair value movement in hedge instruments (after tax) Net currency translation differences (after tax) Total comprehensive income for the year Dividend reinvestment plan Employee share plan purchase Share buy-back Disposal of controlled entities Dividends paid - - - - 2,509 417 (26,805) - - - - 6,190 - (93) - 90,078 - - 685 - 781 90,763 (93) 6,971 6,190 (93) 90,078 1,466 97,641 - - - - - - - - - - - - - - (74,100) - - - 4,234 (764) 2,509 417 (26,805) 4,234 (74,864) Balance at 30 June 2016 177,095 1,416 (2,013) 32,467 834 209,799 Profit for the year Fair value movement in hedge instruments (after tax) Net currency translation differences (after tax) Total comprehensive income for the year - - - - - - 1,232 - 1,282 - 80,337 - - 532 - (41) 80,869 1,282 1,191 1,232 1,282 80,337 491 83,342 Dividend reinvestment plan Employee share plan purchase Share buy-back Dividends paid 2,941 275 (69,800) - - - - - - - - - - - - (70,387) - - - (432) 2,941 275 (69,800) (70,819) Balance at 30 June 2017 110,511 2,648 (731) 42,417 893 155,738 Total attributable to: Non-controlling interests – 30 June 2016 Non-controlling interests – 30 June 2017 - - - - - - - - 834 893 834 893 Owners of the parent entity – 30 June 2016 Owners of the parent entity – 30 June 2017 177,095 110,511 1,416 2,648 (2,013) (731) 32,467 42,417 - - 208,965 154,845 Nature and purpose of reserves is set out in note 1.6. The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 062 Navitas Limited Annual Report 2017 1 Basis of preparation This section sets out the accounting policies that relate to the Financial Statements of Navitas Limited (the “Company”) and its controlled entities. The financial report of the Company for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of directors dated 31 July 2017. Navitas Limited, the ultimate parent, is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 1.1 Basis of accounting Statement of compliance The financial report complies with Australian Accounting Standards, and International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board. The financial report is a general purpose financial report, for a ‘for-profit’ entity, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except where noted. The financial statements comprise the consolidated financial statements of the Navitas Group of companies. Certain comparative information within the statement of financial position has been reclassified to be comparable to current year presentation. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($000’s) unless otherwise stated. Except as disclosed in notes 1.2 through to 1.6 the Company’s accounting policies are set out within each note disclosure. 1.2 Changes to accounting policies Adoption of new and revised Accounting Standards The Group has adopted all of the new and revised Standards and Interpretations, including amendments to the existing standards issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period. The adoption of these amendments has not resulted in any significant changes to the Group’s accounting policies nor any significant effect on the measurement or disclosure of the amounts reported for the current or prior periods. During the prior financial year, the Group elected to early adopt AASB 9 Financial instruments issued in December 2014. At the same time, the Group has also applied the amendments in AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (as amended), Part E of AASB 2014-1 Amendments to Australian Accounting Standards and AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014). AASB 9 replaces the provisions of AASB 139 Financial Instruments: Recognition and Measurement that relate to the recognition, classification and measurement of financial assets and financial liabilities, the de-recognition of financial instruments and hedge accounting. The key change for the Group associated with adopting AASB 9 relates to hedge accounting. The Group has existing interest rate swap contracts in place in order to protect against rising interest rates as disclosed in note 5.4 which were entered into in the 2014 financial year. Hedge accounting was applied to these contracts in accordance with the provisions of AASB 139. During the prior year, the Group entered into a cross currency basis swap which involves the conversion of Eur75m borrowings into $109.4m of borrowings and swapping a Euro interest expense to an AUD interest expense which also qualifies for hedge accounting. In accordance with AASB 139, applying hedge accounting to the overall arrangement would result in the de- designation of the existing interest rate swap contracts as hedging instruments and the crystallisation of existing hedge accounting losses into profit or loss in the prior year despite the arrangement being effective at protecting the Group against interest rate risk. AASB 9 allows aggregated exposures, including the interest rate and cross currency swaps above, to qualify for hedge accounting without a de-designation of the Group’s existing hedging arrangement. In the prior financial year, the early adoption of AASB 9 has resulted in hedge accounting losses on the existing interest rate swap arrangements of $1.672m remaining in equity and not being reclassified into profit or loss. AASB 9 was applied retrospectively and had no impact on profit, net assets or cash flows in the 2015 financial year. The early adoption of this new standard has not resulted in any significant changes to the Group’s accounting policies nor any significant effect on the measurement or disclosure of the amounts reported for the current or prior periods other than that noted above. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 063 1 Basis of preparation (continued) 1.2 Changes to accounting policies (continued) Accounting Standards and Interpretations issued but not yet effective A project team exists to assess the impact of new standards and interpretations. At the date of authorisation of the financial statements, significant new Standards and Interpretations that were issued but not yet effective, which have not been early adopted are listed below: Affected Standards and Interpretations AASB 15 Revenue from Contracts with Customers AASB 16 Leases AASB 15 Revenue from Contracts with Customers Application date (reporting period commences on or after) 1 January 2018 1 January 2019 Application date for Group 30 June 2019 30 June 2020 The new revenue standard replaces AASB 118 which covers revenue arising from the sale of goods and the rendering of services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. The standard permits either a full retrospective or a modified retrospective approach for the adoption. Management is continuing its assessment of the effects of applying the new standard on the Group’s financial statements, however, it is not expected that it will result in a significant change to the Group’s accounting policies. AASB 16 Leases The new leasing standard replaces AASB 117 Leases and requires that: • All leases are ‘capitalised’ by recognising the present value of the lease payments and showing them either as lease assets (right- of-use assets) or together with property, plant and equipment. • A financial liability is recognised representing obligations to make future lease payments. The standard permits either a full retrospective or a modified retrospective approach for the adoption. The standard will affect primarily the accounting for the Group’s operating leases. As at the reporting date, the Group has non- cancellable operating lease commitments of $480m as detailed in note 5.2.2. Management is currently assessing the effects of applying the new standard on the Group’s financial statements and the extent to which these commitments will result in the recognition of lease assets and liabilities for future lease payments and how this will affect the Group’s profit and classification of cash flows. The financial impact of the new standard will be dependent on the Group’s lease arrangements in place when the new standard is effective, and the accounting approach adopted, however on adoption of the new standard the Group is currently estimating an increase in reported earnings before interest, tax, depreciation and amortisation (EBITDA), offset by higher depreciation and interest expense and a lower reported profit after tax. There are no other standards that are not yet effective and that would be expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017064 Navitas Limited Annual Report 2017 1 Basis of preparation (continued) 1.3 Significant accounting judgements, estimates and assumptions In applying the Group's accounting policies management continually evaluates judgements, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgements, estimates and assumptions. Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined below: Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amount recognised in the financial statements: Recoverability of deferred tax assets (refer note 3.4). Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Impairment of goodwill and intangibles with indefinite useful lives (refer note 4.1). 1.4 Basis of consolidation The consolidated financial statements comprise the financial statements of Navitas Limited and its subsidiaries (as outlined in note 6.1) as at, and for the period ended, 30 June each year (the Group). Subsidiaries are all those entities over which the Group has control. Control is achieved when the Group has power over an entity and is exposed to, or has rights over, the variable returns of the entity, as well as the ability to use this power to affect the variable returns of the entity. The financial statements of the subsidiaries are prepared for the same reporting period as Navitas, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intragroup transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group. A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity transaction. Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. Losses are attributed to the non-controlling interest even if that results in a deficit balance. Interests in joint ventures are accounted for using the equity method after initially being recognised at cost in the consolidated statement of financial position. Transactions and balances between the Company and its joint ventures were eliminated in the preparation of consolidated financial statements of the Group to the extent of the Group’s share in profits and losses of the joint venture resulting from these transactions. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 065 1 Basis of preparation (continued) 1.5 Foreign currencies Functional and presentation currency Both the functional and presentation currency of Navitas Limited and its Australian subsidiaries is Australian dollars ($). The functional and presentation currency of the non Australian Group companies is the national currency of the country of operation. Transactions & balances Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Foreign currency differences arising on translation are recognised in the profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation of Group companies’ functional currency to presentation currency As at the reporting date the assets and liabilities of foreign subsidiaries are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date and the statements of profit or loss and other comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity, the foreign currency translation reserve. 1.6 Nature and purpose of reserves The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries and record foreign exchange gains and losses on the hedges of the net investments of foreign operations. Cash flow hedge reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017066 Navitas Limited Annual Report 2017 2 Segment information An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group), whose operating results are regularly reviewed by the Group’s Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments for Navitas are: University Partnerships Division: The University Partnerships division delivers education programmes, via pathway colleges and managed campuses, to students requiring a university education. Careers & Industry Division, comprising: SAE: The SAE division delivers education programmes in the area of creative media including courses in audio, film and multimedia. Professional and English Programs (PEP): The division delivers English language tuition, jobs skills training and higher and vocational education in health, security and psychology. Corporate: Corporate is the aggregation of the Group’s corporate functions. The Group accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices. Segment revenues are attributed to geographic areas based on the location of the customers providing the revenues. Segment accounting policies are the same as the Group’s policies. Geographical areas The Group operates in the following geographical areas. External Operating Revenue 2017 $000s 2016 $000s Non Current Assets* 2016 $000s 2017 $000s Australia United Kingdom Europe Asia Canada United States Rest of World 600,224 73,414 57,483 31,472 87,494 99,955 3,462 629,561 95,013 62,211 37,336 78,868 99,962 5,484 232,914 229,929 99,663 9,422 716 36,035 551 170,458 228,666 97,892 10,172 174 39,076 772 Total * excludes deferred tax assets. 953,504 1,008,435 609,230 547,210 Operating revenue in the 2017 financial year of $953.5m has been unfavourably impacted by appreciation of the Australian Dollar compared to the previous financial year. Using foreign exchange rates that applied in the 2016 financial year the Group would have recorded $27.6m higher revenue, principally from United Kingdom ($19.9m higher revenue), Canadian and United States based operations. In the prior year, operating revenue of $1,008.4m was favourably impacted by the depreciation of the Australian Dollar compared to the 2015 financial year. Using foreign exchange rates that applied in the 2015 financial year the Group would have recorded $25.0m lower revenue in the 2016 financial year, principally from United Kingdom and United States based operations. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 067 2 Segment information (continued) University Partnerships Careers and Industry Corporate Navitas Limited SAE PEP Total $000s 2017 20161 2017 2016 2017 20161 2017 2016 2017 2016 2017 2016 Revenue Tuition services 525,576 583,743 185,861 189,769 173,451 165,042 359,312 354,811 - - 884,888 938,554 Other services 48,553 51,668 14,801 13,053 941 576 15,742 13,629 4,321 4,584 68,616 69,881 Total segment revenue Interest revenue Total revenue Result EBITDA* Net gain on disposal of controlled entities Depreciation Amortisation 574,129 635,411 200,662 202,822 174,392 165,618 375,054 368,440 4,321 4,584 953,504 1,008,435 1,691 2,216 955,195 1,010,651 131,253 146,891 29,940 28,509 31,071 25,425 61,011 53,934 (37,216) (36,244) 155,048 164,581 - - - - - - - - 14,263 - 14,263 - (5,914) (6,706) (15,636) (13,683) (4,540) (2,685) (20,176) (16,368) (6,169) (7,693) (32,259) (30,767) (211) (211) - - (393) (538) (393) (538) - - (604) (749) EBIT^ 125,128 139,974 14,304 14,826 26,138 22,202 40,442 37,028 (29,122) (43,937) 136,448 133,065 Net finance expense Share of net profit/(loss) of joint ventures Profit before income tax Income tax expense (5,778) (3,998) 271 (974) 130,941 128,093 (50,072) (37,330) Profit for the year * EBITDA = Earnings before impairment, taxes, depreciation, amortisation and non-operating gains or losses. EBITDA excludes the share of results of equity accounted investments in joint ventures. ^ EBIT = Earnings before tax and net finance income 1 Effective 1 July 2016 the Group has amended its management reporting structures to move the English and Careers business from Professional and English Programs to University Partnerships. The 30 June 2016 comparative has been adjusted accordingly where total revenue of $64.3m and EBITDA of $9.7m was reclassified. 80,869 90,763 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017068 Navitas Limited Annual Report 2017 3 Financial performance This section focuses on the results and performance of the Group and includes disclosures explaining the Group’s results for the year, significant items, taxation, earnings per share and dividends. 3.1 Revenue Accounting policies Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured at the fair value of the consideration received. In relation to the provision of education services, which is the Group’s primary activity, revenue is recognised where the contract outcome can be reliably measured, the Group has control of the right to be compensated for the education services, and the stage of completion can be reliably measured. The stage of completion is measured by reference to the number of contact days held as a percentage of the total number of contact days in the course. Where income is recorded in advance of the provision of service the full amount is recognised as deferred revenue in the statement of financial position. Revenue is then recognised as outlined above. 3.2 Expenses Accounting policies Interest After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Depreciation Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Plant and equipment – over 2 to 10 years Leasehold improvements – the shorter of the lease term or the estimated useful life The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end. Leases Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 069 Note 2017 $000s 2016 $000s 7,469 6,214 4.3 4.1 32,259 604 32,863 30,767 749 31,516 58,645 56,866 341,922 22,302 357,769 23,602 364,224 381,371 2017 $000s 2016 $000s 80,869 90,763 32,259 604 29,956 (14,263) 180 164 1,624 (23,079) (7,890) 14,232 (6,542) 1,429 (379) (7,630) 30,767 749 10,032 - 52 28 974 (9,571) (1,383) 240 4,998 (2,485) (9,247) 9,893 3 Financial performance (continued) 3.2 Expenses (continued) Expense analysis by nature: Finance costs Bank loans and overdrafts Depreciation and amortisation Depreciation Amortisation Lease payments Minimum lease payments – operating leases Employee benefits expense Employee benefits Post Employment benefits 3.3 Reconciliation of profit to the statement of cash flows Reconciliation of profit for the year to net cash flows from operating activities Net profit for the year Non-cash items Depreciation Amortisation Lease incentives Net gain on disposal of controlled entities Net loss on disposal of property, plant and equipment Net exchange loss Share of undistributed losses of entities accounted for using the equity method Decrease/(increase) in assets Trade and other receivables Prepayments and other assets Deferred tax assets Increase/(decrease) in liabilities Trade and other payables Deferred revenue Current tax payable Provisions Net cash flows from operating activities 101,534 125,810 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017070 Navitas Limited Annual Report 2017 3 Financial performance (continued) 3.4 Taxation This note sets out the tax accounting policies of the Group, the current and deferred tax charges or credits in the year (which together make up the total tax charge or credit in the statement of comprehensive income), a reconciliation of profit before tax to the tax charge (or credit) and the movements in the deferred tax assets and liabilities. Accounting policies Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is generally provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised where management consider that it is probable that future taxable profits will be available to utilise those temporary differences. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in the profit or loss. 3.4.1 Income tax expense The major components of income tax expense are: 2017 $000s 2016 $000s Income tax recognised in profit or loss Current income tax Current income tax charge Adjustments in respect of current income tax of previous years (37,447) 70 (36,333) (745) Deferred income tax Relating to the origination and reversal of temporary differences (12,695) (252) Income tax reported in the statement of comprehensive income (50,072) (37,330) NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 071 3 Financial performance (continued) 3.4 Taxation (continued) 3.4.1 Income tax expense (continued) The following table provides numerical reconciliation between aggregate tax expenses recognised in the statement of comprehensive income and tax expense calculated per the statutory income tax rate. 2017 $000s 2016 $000s Accounting profit before tax 130,941 128,093 At the Group’s statutory income tax rate of 30% (39,282) (38,428) Adjustments in respect of current income tax of previous years Non-taxable gains on disposal of controlled entities Other non-taxable items Change in the carrying value of carry forward tax losses Effect of local tax rates not at 30% 70 4,279 (100) (8,942) (6,097) (745) - - - 1,843 Income tax reported in the statement of comprehensive income (50,072) (37,330) 3.4.2 Recognised tax assets and liabilities Note 2017 $000s 2016 $000s Current income tax Opening balance Charged to income Foreign exchange movements Payments Closing balance Deferred income tax Opening balance Charged to income Foreign exchange movements Charged to equity Closing balance Deferred income tax relates to the following: Deferred tax assets Employee provisions Other provisions Lease incentives Derivative instruments (swaps) Unrealised foreign exchange losses Carry forward tax losses Other temporary differences 4,057 37,377 212 (37,756) 13,077 37,078 229 (46,327) 3,890 4,057 47,549 (12,695) (1,595) (643) 46,325 (252) 716 760 32,616 47,549 9,670 1,706 1,324 962 220 17,358 1,376 32,616 10,544 4,484 545 1,594 799 26,300 3,283 47,549 3.4.3 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017072 Navitas Limited Annual Report 2017 3 Financial performance (continued) 3.4 Taxation (continued) 3.4.3 Carry forward tax losses At 30 June 2016 the Group had US Federal and State operating tax losses of $26.3m that had been incurred by the Group’s US domiciled entities since inception. These losses are able to be utilised in years through to 2034 for both US federal and US state purposes. At 30 June 2017 the Group completed a review of the recoverability of these losses and considered that $8.942m of the asset balance should be de-recognised. This assessment was made following recent significant restriction of US visa rules and the impact, in the short term, on international student recruitment in to the US. The remaining carry forward losses of $17.358m are considered recoverable as management has determined that it is more likely than not that the Group will utilise these losses through future profitable operations. This assessment has been based on detailed financial forecasts prepared by management that have considered the: • potential volume and price growth that can be achieved in the US business units over time, • • • favourable impact of economies of scale as volumes increase, impact of further expansion within the US, and the time period that the tax losses are available to the US business units. 3.5 Dividends 3.5.1 Recognised amounts Declared and paid during the year Dividends on ordinary shares: Final franked dividends for 2016: 9.9 cents (2015: 10.1 cents) Interim franked dividend for 2017: 9.4 cents (2016: 9.6 cents) 2017 $000s 2016 $000s 36,593 33,794 38,009 36,091 70,387 74,100 Value of shares issued in lieu of cash dividends, under the dividend reinvestment plan (2,941) (2,509) Cash dividends paid in year 67,446 71,591 3.5.2 Unrecognised amounts Dividends proposed and not recognised as a liability Dividends on ordinary shares: Final franked dividends for 2017: 10.1 cents (2016: 9.9 cents) 36,186 36,784 3.5.3 Franking credits At balance date the value of franking credits available (at 30%) was $6.3m (2016: $13.7m). 3.6 Earnings per share Net profit attributable to equity holders of the parent ($000s) 80,337 90,078 Weighted average number of ordinary shares for earnings per share (Number of shares) 363,868,255 375,582,803 2017 2016 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017 Navitas Limited Annual Report 2017 073 4 Assets and Liabilities This section shows the assets used to generate the Group’s revenue and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 5. Deferred tax assets and liabilities are shown in note 3.4. On the following pages there are notes covering intangible assets, working capital, other non-current assets and provisions. 4.1 Intangible assets Accounting policies Goodwill Goodwill acquired in a business combination is initially measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units, or groups of cash generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated: 1. represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and 2. is not larger than an operating segment determined in accordance with AASB 8 Operating Segments. Other Identifiable Intangible Assets Other identifiable intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an identifiable intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, identifiable intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of these identifiable intangible assets are assessed to be either finite or indefinite. Identifiable intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication that the identifiable intangible asset may be impaired. The amortisation period and the amortisation method for an identifiable intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on identifiable intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Identifiable intangible assets with indefinite useful lives are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis. A summary of the policies applied to the Group's identifiable intangible assets is as follows: Brand Names (a) Other (b) Useful lives Amortisation period and method used Not applicable Internally generated/acquired Recoverable amount testing Indefinite Acquired Annually and where an indicator of impairment exists. Finite Between 10 and 25 years – straight line Acquired Where an indicator of impairment exists. Amortisation method reviewed at each financial year end. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017074 Navitas Limited Annual Report 2017 4 Assets and Liabilities (continued) 4.1 Intangible assets (continued) Accounting policies (continued) Other Identifiable Intangible Assets (continued) (a) Brand Names Brand names include intangible assets acquired in the SAE business combination. This intangible asset has been assessed as having an indefinite life on the basis of brand strength, ongoing expected profitability and the expectation of minimal ongoing expenditure. (b) Other Other includes copyrights and licences acquired through business combinations, principally the acquisition of businesses within the PEP division. $000s Gross carrying amount Balance at 1 July 2015 Acquisition of controlled entity Disposal of controlled entities Impact of foreign currency conversion Balance at 1 July 2016 Acquisition of controlled entity Disposal of controlled entities Impact of foreign currency conversion Goodwill Brand names Other Total 316,674 1,624 (7,179) 1,385 312,504 536 (2,086) (1,152) 136,000 - - - 136,000 - - - 17,694 - - - 17,694 - - - 470,368 1,624 (7,179) 1,385 466,198 536 (2,086) (1,152) Balance at 30 June 2017 309,802 136,000 17,694 463,496 Accumulated amortisation and impairment losses Balance at 1 July 2015 Amortisation expense Disposal of controlled entities Impact of foreign currency conversion Balance at 1 July 2016 Amortisation expense Impact of foreign currency conversion Balance at 30 June 2017 Net book value At 1 July 2015 At 1 July 2016 At 30 June 2017 (53,725) - 7,179 857 (45,689) - 409 (45,280) - - - - - - - - (8,317) (749) - - (9,066) (604) - (62,042) (749) 7,179 857 (54,755) (604) 409 (9,670) (54,950) 262,949 136,000 9,377 408,326 266,815 136,000 8,628 411,443 264,522 136,000 8,024 408,546 Foreign currency conversion of goodwill Some goodwill balances are denominated in currencies other than Australian Dollars. In particular a substantial portion of goodwill associated with the purchase of the SAE Group is denominated in Euro’s. These non-Australian Dollar balances are translated at the rate applicable at the reporting date, into Australian Dollars and fluctuate in line with foreign exchange movements. The exchange differences arising on the translation are taken directly to the foreign currency translation reserve. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 075 4 Assets and liabilities (continued) 4.1 Intangible assets (continued) 4.1.1 Impairment Accounting policies Impairment testing is completed at each reporting date for goodwill and intangible assets that have indefinite useful lives or assets that are not ready for use, or more frequently if events or changes in circumstances indicate that the asset may be impaired. For intangible assets that are subject to amortisation the asset is reviewed for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount is greater than its estimated recoverable amount. Indicators of impairment may include changes in technology and business performance. In testing for impairment, the recoverable amount is estimated for an individual asset or, if it is not possible to estimate the recoverable amount for the individual asset, the recoverable amount of the cash generating unit (CGU) to which the asset belongs. CGUs are the smallest identifiable group of assets that generate cash flows that are largely independent from the cash flows of other assets or group of assets. Each CGU is no larger than an operating segment. The recoverable amount of an asset or a CGU is the greater of fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the risks specific to the asset or CGU and the market’s current assessment of the time value of money. An impairment loss is recognised in the income statement if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then, to reduce the carrying amount of the other assets in the CGU (group of CGUs). Impairment losses recognised in respect of goodwill are not reversed. Impairment losses recognised in prior periods in respect of other intangible assets are assessed at each reporting date for any indications that the impairment loss has decreased or may no longer exist. The impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount of the asset and is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of amortisation, had no impairment loss been recognised. There were no impairment losses recognised during the 2017 and 2016 financial years. Impairment testing of goodwill and indefinite life identifiable intangible assets Carrying amount of goodwill allocated to each of the cash generating units The carrying amounts of acquired goodwill have been allocated to the following individual cash generating units that have significant amounts of intangibles, for impairment testing, as follows: Cash generating unit (or group of units) Carrying amount of goodwill ($000s) 2017 2016 SAE PEP, English and Foundation Skills PEP, ELICOS Curtin College Deakin College Australian College of Applied Psychology Griffith College Multiple units without significant intangibles 152,414 31,944 13,689 13,089 11,738 10,804 9,980 20,864 153,160 31,944 13,689 13,089 11,738 10,804 9,980 22,411 264,522 266,815 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017076 Navitas Limited Annual Report 2017 4 Assets and liabilities (continued) 4.1 Intangible assets (continued) 4.1.1 Impairment (continued) Impairment testing of goodwill and indefinite life identifiable intangible assets (continued) Value in use calculations for SAE The recoverable amount of SAE has been determined based on a value in use calculation using cash flow projections covering a five year period, based on detailed financial forecasts prepared by local management and approved by SAE and Navitas Senior Executives. The following describes each key assumption on which management has based its value in use calculation for SAE. • The discount rate applied to pre-tax cash flow projections is 12.3%. • Cash flows beyond the five year period are estimated using a terminal value calculated under standard valuation principles incorporating a long term growth rate of 2.0%. • Revenue from operations is forecast to increase as a result of increased volumes of students. This has been estimated as 10% cumulatively over the five year forecast period. Weighted average forecast course fees have not been assumed to increase significantly due to conservative estimates and changed country mix. Wage inflation is assumed to be in line with the long run historical average for Australia, and EBITDA margins are forecast to improve in line with the long run average achieved by established SAE schools. • The impact of working capital has been assumed to increase in line with revenue growth. • Capital investment required to run the business has been assumed based on detailed estimates for three years then at 5.0% of forecast revenues. In addition, the cash flow projections for SAE also assumes the continued ability of existing and future students to access government funding (loans) for the purpose of obtaining a qualification from a SAE school. This includes access to Title IV funding in the USA and Fee-Help in Australia. The implications of the key assumptions for the recoverable amount are: • Discount rate - Management has considered the possibility that the discount rate used could increase. The recoverable amount of SAE intangible assets would only drop below its carrying amount if the discount rate increased by 20% or more. • Long term growth rate - the recoverable amount of SAE intangible assets would only drop below its carrying amount if the growth rate used was lower than 0%. • Forecast EBITDA for SAE would need to be 15% lower each year than used in the value in use model, over the five year forecast period, either due to slower than forecast revenue growth or lower EBITDA margin, to result in a recoverable amount lower than the carrying amount of SAE intangible assets. The recoverable value of the SAE brand name of $136.0m has been assessed using the same methods and assumptions as the related goodwill. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 077 4 Assets and liabilities (continued) 4.1 Intangible assets (continued) 4.1.1 Impairment (continued) Impairment testing of goodwill and indefinite life identifiable intangible assets (continued) Value in use calculations for other cash generating units The recoverable amount of these cash generating units has been determined based on a value in use calculation using cash flow projections covering a five year period, based on financial forecasts approved by Navitas Senior Executives. The following describes each key assumption on which management has based its value in use calculation for the remaining cash generating units. • The discount rate applied to pre-tax cash flow projections is 11.4% and cash flows beyond the five year period are estimated using a terminal value calculated under standard valuation principles incorporating a long term growth rate of 2%. • Revenue from operations is forecast to increase due to increased volumes of students and fee growth in line with historical performance. Wage inflation is assumed to be in line with the long run historical average, and forecast EBITDA margins are assumed to be stable, and in line with the long run average achieved by the established cash generating units. In addition, the cash flow projections for the following cash generating units, also assume that significant partnership or service delivery contracts are renewed at the end of the current fixed contract period. If the contracts are not renewed on substantially the same or similar terms and conditions then goodwill may be impaired. Cash generating units subject to partnership or service delivery contracts with fixed term, subject to renewal Carrying amount of goodwill associated with each cash generating unit ($000s) PEP, English and Foundation Skills Curtin College Deakin College Griffith College Multiple units without significant intangibles 31,944 13,089 11,738 9,980 11,473 78,224 Except for loss of material contracts, there are no reasonably possible changes in key assumptions that would result in a material impairment of intangible assets for these cash generating units. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017078 Navitas Limited Annual Report 2017 4 Assets and liabilities (continued) 4.2 Trade and other receivables Accounting policies Trade receivables, which generally have 30 to 60 day terms, are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method less any provisions for expected impairment losses or actual impairment losses. Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. During the prior year, the Group early adopted AASB 9 Financial Instruments. As a result, the provision for impairment losses is now calculated using an expected loss impairment model. Trade receivables Allowance for doubtful debts Accrued income Other receivables 2017 $000s 2016 $000s 122,702 (7,146) 109,776 (5,254) 115,556 104,522 21,480 4,018 13,722 3,681 141,054 121,925 Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. The Group is not exposed to significant credit risk due to the nature of revenue which is generally received in advance of the service being provided. The maximum exposure to credit risk is the net carrying amount of receivables. A significant portion of receivables is for student debts that are funded by monthly installments from Governments under student loan arrangements. Subject to certain criteria being achieved by the student, Government funding has low credit risk. In situations where revenues are not provided in advance of service, the Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group's policy to securitise its trade and other receivables. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the Board. These risk limits are regularly monitored. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 079 4 Assets and liabilities (continued) 4.3 Property, plant and equipment Accounting policies Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Information in relation to depreciation of property, plant and equipment is included in section 3.2. $000s Gross carrying amount Balance at 1 July 2015 Additions Disposal of controlled entity Disposals Exchange differences Balance at 1 July 2016 Additions Disposal of controlled entity Disposals Exchange differences Closing balance at 30 June 2017 Accumulated depreciation Balance at 1 July 2015 Depreciation expense Disposal of controlled entity Disposals Exchange differences Balance at 1 July 2016 Depreciation expense Disposal of controlled entity Disposals Exchange differences Closing balance at 30 June 2017 Net book value At 1 July 2015 At 1 July 2016 At 30 June 2017 4.3.1 Additions Plant and equipment Leasehold improvements Total 87,720 15,066 (1,297) (5,386) (778) 95,325 9,573 (228) (8,812) (2,018) 93,840 (36,545) (15,427) 1,094 4,678 1,447 (44,753) (15,624) 166 8,010 798 (51,403) 51,175 50,572 42,437 112,075 47,565 - (458) 1,792 160,974 66,858 - (30,807) (2,400) 194,625 (64,056) (15,340) - 318 (917) (79,995) (16,635) - 30,695 1,401 199,795 62,631 (1,297) (5,844) 1,014 256,299 76,431 (228) (39,619) (4,418) 288,465 (100,601) (30,767) 1,094 4,996 530 (124,748) (32,259) 166 38,705 2,199 (64,534) (115,937) 48,019 80,979 99,194 131,551 130,091 172,528 During the year, the Group completed commercial fit outs of new leased premises in Sydney, Australia. These fit outs were partially funded by lease incentives contributed by the landlord. During the year, $37.6m was received as lease incentive from the landlord, $14.6m of which was received in relation to fit out recorded in the prior financial year. During the prior financial year, the Group paid $24.4m in relation to lease fit outs of which $9.8m had been received from the landlord. The remaining balance was received from the landlord during FY17. Additions in the year ended 30 June 2017 include non-cash additions of $1.3m (2016: $17.7m). Prior year amounts include a make good asset in respect of the leased premise above of $8.4m and accrued fit out costs in respect of work performed during June 2016 of $7.3m. During the year, the Group entered into finance leases over certain assets, included within plant and equipment, with an original cost of $25.6m and a net book value at 30 June 2017 of $24.2m. These assets were purchased as part of the fit out of the new leased premises in Sydney, Australia. Leased assets are pledged as security for the related finance lease liabilities (see note 5.2). NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017080 Navitas Limited Annual Report 2017 4 Assets and liabilities (continued) 4.4 Investments accounted for using the equity method The Group has the following investments that are accounted for using the equity method: Name Australian School of Applied Management (ASAM) Edith Cowan College Pty Ltd (see note 9) University of Canberra College Pty Limited Western Sydney University International College Pty Ltd Interest 2017 2016 30% 50% 50.1% 50% - - 50.1% 50% ASAM is part of Navitas Ventures and provides leadership development programs and symposiums principally in Australia. The other investments are joint ventures that provide University Partnerships educational services within Australia. Summarised combined statement of financial position for these investments is set out below: Current Assets Non Current Assets Current Liabilities Non Current Liabilities Equity Navitas share at relevant ownership interest Goodwill Carrying amount of the investments accounted for using the equity method Summarised combined statement of financial performance for these investments is as follows: 2017 $000s 2016 $000s 21,253 4,095 (27,188) (1,899) (3,739) (1,643) 27,263 25,620 5,159 642 (6,548) (135) (882) (441) 4,657 4,216 Operating revenue EBITDA Profit/(loss) after tax 2017 $000s 2016 $000s 2017 $000s 2016 $000s Navitas share 32,441 14,023 16,221 7,012 2,714 (2,748) 1,357 (1,374) 541 (1,948) 271 (974) NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 081 4 Assets and liabilities (continued) 4.5 Trade and other payables Accounting policies Trade payables and other payables have 30-60 day terms and are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Wages, salaries, annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Annual leave expected to be settled more than 12 months after the reporting date is measured as the present value of the expected future payments, adjusted for future wage and ary levels, and are recognised in other payables. Lease incentives Lease incentives received under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term. Leasehold improvements that are funded by lease incentives are included in property, plant and equipment – refer note 4.3. Trade and other payables Current Trade payables Other payables Lease incentives Non Current Lease incentives 2017 $000s 2016 $000s 10,519 111,683 5,552 22,916 113,528 3,196 127,754 139,640 50,906 23,555 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017082 Navitas Limited Annual Report 2017 4 Assets and liabilities (continued) 4.6 Provisions Accounting policies Provisions Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The increase in the provision due to the passage of time is recognised as a finance cost. Make good Under the terms of its lease agreements the Group must restore certain leased premises to their condition as at the commencement of the lease. The Group’s make good provisions have decreased in the year due to the move to new leased offices in Sydney, Australia. Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by the employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. Current Make good Employee benefits Non Current Make good Employee benefits 2017 $000s 2016 $000s 2,655 8,740 9,575 6,764 11,395 16,339 11,733 5,252 13,118 6,562 16,985 19,680 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 083 5 Capital structure and financing This section outlines how the Group manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets. The Directors determine the appropriate capital structure, specifically, how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt) in order to finance the Group’s activities both now and in the future. The Directors consider the Group’s capital structure and dividend policy ahead of announcing results and do so in the context of its ability to continue as a going concern, to execute the strategy and to deliver its business plan. 5.1 Cash and cash equivalents Accounting policies Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Cash at bank earns interest at floating rates based on daily bank deposit rates. Tuition Fees held in Tuition Protection Service Accounts in Australia The Group is required to maintain, in Australia, separate bank accounts for funds received from international students prior to commencement of their course (prepaid fees). As at 30 June 2017, the Group’s Australian operations held $41.7m (2016: $47.9m) in prepaid fees for students who had not commenced studies with the Group, with a corresponding amount included in deferred revenue. These funds are held in separate bank accounts until the student commences their course, at which point the funds may be used to settle normal obligations of the Group. At all times, the Group must ensure that there are sufficient funds in these separate bank accounts to repay prepaid tuition fees in full to all international students, in respect of whom tuition fees have been paid and who have not yet commenced their course. 5.2 Borrowings Accounting policies All loans and borrowings are initially recognised at the fair value of the consideration received. Due to the nature of these borrowings, the carrying amount of the Group’s borrowings approximate their fair value. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance date. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Current Secured Finance lease liabilities Non Current Secured Finance lease liabilities Bank loans Note 2017 $000s 2016 $000s 5.2.2 3,099 - 5.2.2 5.2.1 21,534 248,033 - 135,093 269,567 135,093 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017084 Navitas Limited Annual Report 2017 5 Capital structure and financing (continued) 5.2 Borrowings (continued) 5.2.1 Summary of borrowing arrangements At reporting date, the following banking facilities had been executed and were available. Total facilities Credit facility Facilities unutilised at balance date Credit facility Credit facility amounts utilised comprise Rental and Performance guarantees Borrowings (drawn in Australian Dollars, Canadian Dollars, US Dollars and Singapore Dollars) 2017 $000s 2016 $000s 400,000 400,000 91,836 204,578 60,131 248,033 60,329 135,093 308,164 195,422 The borrowings of $248.033m (2016: $135.093m) include $118.658m (2016: $14.718m) at floating interest rates and $129.375m (2016: $120.375m) at fixed interest rates (via interest rate swaps – refer note 5.4.1). The facilities are unsecured. The weighted average effective interest rate on the facilities was 2.65% (2016: 3.03%). Further details are provided in note 5.4. 5.2.2 Leasing The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. Finance leases – Group as lessee During the year, the Group has entered into sale and lease arrangements related to the financing of the fit outs of the Elizabeth Street, Sydney and other premises. Plant and equipment with a carrying value of $24.190m at 30 June 2017 has been leased back under these finance arrangements and are held as security. The finance leases expire within 7 years. Commitments in relation to finance leases are payable as follows: Within one year After one year but not more than five years More than five years Minimum lease payments Future finance charges Total finance lease liabilities The present value of finance lease liabilities is as follows: Within one year After one year but not more than five years More than five years Minimum lease payments 2017 $000s 2016 $000s 4,073 16,292 8,147 28,512 (3,879) 24,633 3,099 13,755 7,779 24,633 - - - - - - - - - - NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 085 5 Capital structure and financing (continued) 5.2 Borrowings (continued) 5.2.2 Leasing (continued) Operating leases - Group as lessee The Group has entered into commercial leases on certain premises. These leases have an average life of between 3 and 12 years with options to renew in some cases. There are no restrictions placed upon the lessee by entering into these leases. Future minimum rentals payable Within one year After one year but not more than five years More than five years 2017 $000s 2016 $000s 57,538 193,335 229,489 58,112 195,443 243,240 480,362 496,795 5.3 Capital risk management objectives and policies When managing capital it is management’s objective to maximise the returns to shareholders as measured by Economic Value Added (EVA®), whilst also ensuring that the entity continues to operate as a going concern. EVA® measures the profits earned by the business after charging for the funds invested by both lenders and shareholders. Accordingly management aims to maintain a capital structure that ensures the lowest cost of capital for the Group, and maximises returns to shareholders from their capital investment. Management regularly review capital structure to ensure that the Group takes advantage of favourable costs of capital. As the market is constantly changing, management will: actively review the amount of dividends to be paid to shareholders, return capital to shareholders, issue new shares, and initiate on market share buy backs, and drawdown on/repay bank borrowings to ensure that capital is managed appropriately. The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades. None of the Group’s entities are subject to externally imposed capital requirements. The Group’s policy is to borrow centrally, using a variety of currencies, to meet anticipated funding requirements. Management monitors capital through the combination of leverage ratio (market value of net debt/total market value of capital) and return on capital employed. The Group’s target leverage ratio is 10%. Under certain circumstances the actual ratio will be higher or lower than the target, in which case, capital will be managed towards the target. The Group’s leverage ratios at 30 June 2017 and 2016 were as follows: Total borrowings Less cash and cash equivalents Net debt Market Capitalisation Market value of capital Leverage ratio EVA® Is a registered trademark of Stern Stewart & Co. 2017 $000s 2016 $000s 272,666 (86,642) 186,024 1,737,623 135,093 (78,919) 56,174 2,039,861 1,923,647 2,096,035 9.7% 2.7% The leverage ratio at balance date is lower than the average over the financial year as this is the annual low point for net debt. Seasonality is driven by the timing of key student enrolment periods. Management’s target for return on capital employed is a minimum return in excess of the Group’s weighted average cost of capital (WACC). For 2017, the Group’s WACC was approximately 8% (2016: 8%). Returns on capital employed were 18.2% (2016: 21.6%) from continuing operations; well above the Group’s WACC. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017086 Navitas Limited Annual Report 2017 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies The Group’s principal financial instruments comprise receivables, payables, bank loans, cash and cash equivalents and derivatives. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method less impairment. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's Treasury policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security. The Group may enter into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the potential interest rate and currency risks arising from the Group's operations and its sources of finance. Derivatives, specifically in forward currency contracts, may also be entered into. These derivatives provide economic hedges, but may not qualify for hedge accounting and are based on limits approved by the Audit and Risk Committee. There are no economic hedges at 30 June 2017. The main risks that may arise from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of potential exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate and foreign exchange rates. Where material, ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts and maintenance of appropriate credit facilities. The Audit and Risk Committee periodically reviews the policies for managing each of these risks as summarised below. Risk exposures and responses 5.4.1 Interest rate risk At reporting date the Group had the following mix of financial assets and liabilities exposed to interest rate risk: Financial assets Cash and cash equivalents Financial liabilities Finance leases Bank borrowings Net exposure Variable interest rate risk Fixed interest rate risk (after interest rate swaps) 2017 $000s 2016 $000s 2017 $000s 2016 $000s 86,642 78,919 - - - 118,658 - 14,718 24,633 129,375 - 120,375 (32,016) 64,201 (154,008) (120,375) The Group’s exposure to market interest rates relates primarily to the Group’s long term borrowing obligations with a floating interest rate. The level of debt is disclosed in note 5.2. The Group’s debt facilities allow borrowings in multiple foreign currencies, accordingly, interest rates on interest-bearing loans of the Group currently range from 0.6% to 3.0% (2016: 0.5% to 3.2%). The Group’s policy is to manage its interest cost using a mix of fixed and variable rate debt, and that between 50% and 75% of core borrowings must be at fixed rates of interest. Core borrowings is defined as the lowest level of borrowings forecast in the Group’s forward projections. In the absence of fixed rate debt the Group’s policy allows for the use of interest rate swaps, collars and caps. Where the Group enters into fixed rate debt it is understood that this creates a fair value exposure as a by-product of the Group’s attempt to manage its cash flow volatility arising from interest rate changes. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 087 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.1 Interest rate risk (continued) The Group has entered into interest rate swap contracts, in order to protect against rising interest rates, under which it has a right to receive interest at variable rates and to pay interest at fixed rates. At 30 June 2017 the value of interest rate swap contracts held was $131.506m (2016: $132.105m). The following swaps are in place: • Euro interest swaps at 0.71% maturing in February 2018. • AUD interest swaps at 3.49% maturing in April 2018. The interest rate swaps require settlement of net interest receivable or payable each month. The settlement dates coincide with the dates on which interest is payable on the underlying debt. All swaps are matched directly against the appropriate loans and interest expense and as such are considered highly effective. They are settled on a net basis. The swaps are measured at fair value and all gains and losses attributable to the hedged risk are taken directly to equity and re-classified into profit or loss when the interest expense is recognised. During April 2016, the Group entered into a cross currency basis swap over Eur75m of borrowings, expiring in April 2018. The cross currency basis swap is essentially a funding instrument that reduces the bank margin that the Group pays on its borrowings and is not a trading instrument and provides a foreign currency hedge against historic assets acquired in Euros. The cross currency basis swap involves the conversion of Eur75m borrowings into $109.4m of borrowings and swapping a Euro interest expense to an AUD interest expense. On maturity in April 2018, the borrowings of $109.4m will be converted back to borrowings of Eur75m. The fair values of the interest rate swap contracts and cross currency basis swap contracts are as follows: Current liabilities – other payables Interest rate swap contracts - cash flow hedges Cross currency basis swap contracts - cash flow hedges 2017 $000s 2016 $000s 1,045 2,160 3,205 2,876 2,436 5,312 Interest rate swap contracts are exposed to fair value movements if interest rates change. Under these contracts the Group is committed to $1.492m (2016: $1.496m) interest expense within 12 months and $1.055m (2016: $1.057m) interest expense between 1 year and 2 years, on $131.506m (2016: $132.105m) of notional debt (at rates as per above). The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing, alternative hedging positions and the mix of fixed and variable interest rates. Sensitivity analysis The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date. At 30 June 2017, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows: 2017 $000s 2016 $000s Judgements of reasonably possible movements Post tax profit and equity higher/(lower) +1% (100 basis points) (224) 449 The movements in profit and equity are due to a small decrease in interest revenues from variable rate cash balances and a small increase in interest expenses on variable rate borrowings. Management believe the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017088 Navitas Limited Annual Report 2017 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.2 Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in different currency from the Group’s presentation currency) “Transactional risk”, and the Group’s net investments in foreign subsidiaries “Translational risk”. 5.4.2.1 Transactional risk The Group’s foreign currency risk policy is to only hedge known and committed exposures. 5.4.2.2 Translational risk The Group’s policy is to hedge its exposure to fluctuations on the translation of its foreign operations by holding net borrowings in foreign currencies, where the unhedged exposure exceeds $10.0m. This is currently limited to the Group’s Euro, US Dollar and Singapore Dollar exposures. 5.4.3 Credit risk Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables, other financial assets and derivative instruments. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The Group is not exposed to significant credit risk. See note 4.2. 5.4.4 Liquidity risk The Group’s objective is to maintain a balance between the continuity of funding and flexibility through the use of operating cash flows and committed available credit facilities. The Group has a series of five year multi-currency bilateral revolving credit facilities for $400m. Of this facility $75m expires in December 2019 and $325m expires in December 2020. These facilities are split into two tranches. Tranche A is $320m and wholly consists of credit facilities, whereas Tranche B is $80m and is primarily for contingent instrument requirements. A total of $308.164m (2016: $195.422m) had been utilised of the total facility, split between lease rental and performance guarantees of $60.131m (2016: $60.329m) and borrowings of $248.033m (2016: $135.093m). Cash flows from operations for 2017 were $101.534m (2016: $125.810m). The Group’s policy is that no more than 50% of credit facilities should mature within the following 12 months. At 30 June 2017, none (2016: none) of the Group’s credit facilities will mature within the following 12 months. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 089 5 Capital structure and financing (continued) 5.4 Financial risk management objectives and policies (continued) Risk exposures and responses (continued) 5.4.4 Liquidity risk (continued) Contractual maturities 2017 <3 months $000s 3 months to a year $000s 1 —5 years $000s >5 years $000s Total $000s Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Finance lease liabilities Bank loans Cross currency basis swap Interest rate derivatives 86,642 137,036 223,678 10,519 1,018 - - 373 11,910 - 4,018 4,018 108,478 3,055 - - 1,119 - - - - 16,292 248,033 2,160 1,055 112,652 267,540 - - - - 8,146 - - - 8,146 86,642 141,054 227,696 118,997 28,511 248,033 2,160 2,547 400,248 Net maturity 211,768 (108,634) (267,540) (8,146) (172,552) 2016 <3 months $000s 3 months to a year $000s 1 —5 years $000s >5 years $000s Total $000s Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Bank loans Cross currency basis swap Interest rate derivatives 78,919 118,244 197,163 22,916 - - 374 - 3,681 3,681 108,216 - - 1,122 - - - - 135,093 2,730 1,057 23,290 109,338 138,880 Net maturity 173,873 (105,657) (138,880) - - - - - - - - - 78,919 121,925 200,844 131,132 135,093 2,730 2,553 271,508 (70,664) The tables above reflect all contractually fixed settlement, repayments, receivables and interest resulting from recognised financial liabilities and assets, including derivative financial instruments, as of 30 June 2017. For derivative financial instruments the gross cash settlement is presented where gross settlement occurs and the net cash settlement is presented where net settlement occurs. For the other obligations the respective undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial liabilities are based on the earliest possible date on which the Group can be required to pay. Cash flows for financial assets are based on the terms and conditions existing at the balance sheet date. Management manages this liquidity risk by the maintenance of appropriate unutilised credit facilities and continued operation of the business as a going concern generating operating cash flows. Whilst operating as a going concern, the material business units of the Group receive operating cash flows prior to the provision of the service. At 30 June 2017, the Group had recognised deferred revenue of $262.112m (2016: $272.707m), representing cash receipted by the Group for which tuition services had yet to be provided. Management have utilised these cash receipts to reduce debt, return capital to shareholders, and to purchase investments. At 30 June 2017, the Group had $248.033m of bank debt (2016: $135.093m) and unutilised credit facilities of $91.836m available (2016: $204.578m). Management is confident this is sufficient to cover any liquidity risk exposure at 30 June 2017. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017090 Navitas Limited Annual Report 2017 5 Capital structure and financing (continued) 5.5 Issued Capital Movements in shares on issue 2017 2016 Shares (Number) $000s Shares (Number) $000s Movements in shares on issue At 1 July Dividend reinvestment plan (i) Employee share schemes (ii) Shares bought back on-market and cancelled (iii) 371,559,353 646,576 52,334 (13,985,478) 177,095 2,941 275 (69,800) 376,330,968 566,138 102,861 (5,440,614) 200,974 2,509 417 (26,805) At 30 June 358,272,785 110,511 371,559,353 177,095 (i) Dividend reinvestment plan During the year the Company issued 646,576 (2016: 566,138) shares to a value of $2.941m (2016: $2.509m) in lieu of cash dividends. (ii) Employee share schemes During the year the Company issued 21,744 (2016: 47,265) shares to executive employees (under the terms of the Executive Share Plan) to a value of $0.114m (2016: $0.192m) in settlement of obligations arising from the Company’s ValueShare incentive scheme. These obligations were previously recognised in the Company’s results for the 2016 and 2015 financial years. In addition, the Company issued 30,590 (2016: 55,596) shares valued at $0.161m (2016: $0.225m) to eligible employees in lieu of salaries and wages as part of the Company’s Employee Share Ownership Plan. (iii) Share buy-back During the financial year the Company continued the on-market buy-back, announced on 2 February 2016, of up to 7.5% of its ordinary shares currently on issue as part of its ongoing capital management initiatives. During the year, the Company has purchased and cancelled a total of 13,985,478 ordinary shares (2016: 5,440,614). The shares were acquired at an average price of $4.99 (2016: $4.93) per share, with prices ranging from $4.06 to $5.34 (2016: $4.58 to $5.18). The total cost of $69.800m (2016: $26.805m) was deducted from issued capital. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017Navitas Limited Annual Report 2017 091 6 Other notes 6.1 Related party disclosures 6.1.1 Equity interests in related parties The consolidated financial statements include the financial statements of Navitas Limited and its controlled entities. The table below lists the primary operating controlled entities of the Group. Individual controlled entities that do not provide a significant contribution to the Group’s revenue, profits or net assets have not been listed. All are owned 100% except as indicated. Country of incorporation Name Australia ACL Pty Ltd* Australian Campus Network Pty Limited* Australian College of English Pty Ltd* Cadre Design Pty. Limited* Colleges of Business & Technology (NSW) Pty Ltd* Colleges of Business and Technology (WA) Pty Ltd* Cytech Intersearch Pty Limited* Educational Enterprises Australia Pty. Ltd.* Educational Services Pty Ltd* Hawthorn Learning Pty Limited* Health Skills Australia Pty Ltd* IBT (Canada) Pty Limited* IBT (Sydney) Pty Limited* IBT Education Pty Ltd* IBT Finance Pty Limited* Navitas SAE (UK) Holdings Pty Ltd* LM Training Specialists Pty. Ltd.* Melbourne Institute of Business and Technology Pty Ltd* Navitas America Pty Ltd* * indicates member of the closed group Rest of world Fraser International College Limited Curtin Education Centre Pte. Ltd. (90%) Entities subject to class order relief Navitas Bundoora Pty Ltd* Navitas College of Health Pty Ltd* Navitas College of Public Safety Pty Ltd* Navitas English Pty Limited* Navitas English Services Pty Limited* Navitas LIS Holdings Pty Ltd* Navitas Professional Institute Pty Ltd* Navitas Professional Pty Ltd* Navitas Professional Training Pty Ltd* Navitas SAE Holdings Pty Ltd* Navitas USA Pty Ltd* Newcastle International College Pty Ltd* Queensland Institute of Business & Technology Pty Ltd* SAE Institute Pty Limited* South Australian Institute of Business and Technology Pty Ltd* Sydney Institute of Business and Technology Pty Ltd* The Australian Centre for Languages Pty Ltd* The Learning Space Pty Ltd* International College of Manitoba Limited SAE-Institute GmbH Pursuant to ASIC Class Order 2016/785, relief has been granted to certain of the entities which are indicated above as members of the closed group (“closed group entities”) from the Corporations Act 2001 requirements for preparation, audit and lodgement of their financial reports. As a condition of the Class Order, Navitas Limited and the closed group entities entered into a Deed of Cross Guarantee on 15 June 2006, as varied from time to time. The effect of the deed is that Navitas Limited has guaranteed to pay any deficiency in the event of winding up of any closed group entity. The closed group entities have also given a similar guarantee in the event that Navitas Limited is wound up. During the period, no entity has been: • • removed by a revocation deed contemplated by the Deed of Cross Guarantee; or the subject of a notice of disposal contemplated by the Deed of Cross Guarantee; except for Perth Institute of Business and Technology Pty Ltd, (now named Edith Cowan College Pty Ltd), which was removed by revocation deed on 28 September 2016. During the period, no entity obtained relief under the Class Order or a previous order at the end of the immediately preceding financial year but which was ineligible for relief in respect of the relevant financial period. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017092 Navitas Limited Annual Report 2017 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.2 Closed Group Disclosures The consolidated statement of financial position and consolidated statement of profit or loss and other comprehensive income of the entities which are members of the “closed group” are as follows: Consolidated statement of financial position Current assets Cash and cash equivalents Trade and other receivables Prepayments and other assets Total current assets Non current assets Property, plant and equipment Deferred tax assets Intangible assets Other financial assets Total non current assets Total assets Current liabilities Trade and other payables Deferred revenue Current tax payable Borrowings Provisions Total current liabilities Non current liabilities Trade and other payables Borrowings Provisions Total non current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Consolidated retained earnings At 1 July Profit attributable to members of the closed group Dividends At 30 June Closed Group 2017 $000s 2016 $000s 48,221 87,502 15,480 52,189 77,905 13,581 151,203 143,675 119,376 16,015 324,677 384,593 844,661 995,864 90,489 146,292 2,667 129,518 11,344 380,310 44,563 269,567 16,142 330,272 710,582 285,282 110,511 (413) 175,184 285,282 145,380 100,191 (70,387) 175,184 76,835 20,112 327,367 313,838 738,152 881,827 101,773 163,049 1,743 108,067 16,716 391,348 17,805 135,093 18,824 171,722 563,070 318,757 177,095 (3,718) 145,380 318,757 119,020 100,460 (74,100) 145,380 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017 Navitas Limited Annual Report 2017 093 Closed Group 2017 $000s 2016 $000s 613,096 661,089 (92,694) (140,261) (242,453) (8,696) (96,652) (164,442) (263,523) (7,250) 128,992 129,222 (28,801) (28,762) 100,191 100,460 193 1,831 (549) 1,475 - (2,569) 771 (1,798) 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.2 Closed Group Disclosures (continued) Consolidated statement of profit or loss and other comprehensive income Revenue Marketing expenses Academic expenses Administration expenses Finance costs Profit before income tax expense Income tax expense Profit for the year Other comprehensive income/(expense) Items that may be subsequently reclassified to profit or loss Currency translation movements Fair value movements in hedge instruments Income tax relating to other comprehensive income Other comprehensive income/(expense) for the year Total comprehensive income for the year 101,666 98,662 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017094 Navitas Limited Annual Report 2017 6 Other notes (continued) 6.1 Related party disclosures (continued) 6.1.3 Transactions with other related parties Transactions between the Group and its related parties During the financial year, the following transactions occurred between the Group and its other related parties: • Hoperidge Advisors Pty Ltd, an entity associated with Mr Rod Jones, is a sub tenant in one of the Group’s rented properties. Navitas has recorded income of $67,144 (2016: $64,388) in relation to this contract. This contract is on normal terms and conditions. • Greenridge Electrical Pty Ltd, an entity associated with Mr Rod Jones, is a sub tenant in one of the Group’s rented properties. Navitas has recorded income of $26,118 (2016: $43,080) in relation to this contract. This contract is on normal terms and conditions. • Navitas Limited has provided a loan to Western Sydney University International College Pty Ltd, a joint venture company, of $1,300,000 (2016: $800,000). Interest is payable on the loan at a rate of the RBS cash rate plus a margin of 3% and is payable quarterly in arrears. During the year, Navitas Limited has charged interest income of $49,202 (2016: $12,798) on the loan and interest of $14,655 (2016: $8,208) is outstanding at 30 June 2017. The loan is outstanding at 30 June 2017 and has no set repayment terms. • Navitas Limited has charged service fees of $454,683 (2016: $38,363) and provided marketing, staff and other services totaling $56,174 (2016: $143,150) to Western Sydney University International College Pty Ltd, a joint venture company, during the year. At 30 June 2017, an amount of $52,208 (2016: $52,483) is outstanding. • Navitas Limited has charged service fees of $877,545 (2016: $1,288,415) and provided marketing, staff and other services totaling $285,919 (2016: $117,353) to University of Canberra College Pty Limited, a joint venture company, during the year. At 30 June 2017, an amount of $563,268 (2016: $70,988) is outstanding. • University of Canberra College Pty Limited has provided marketing, staff and other services totaling $119,238 (2016: $nil) to Navitas Limited and related entities during the year. At 30 June 2017, an amount of $23,820 (2016: $nil) is outstanding. • Navitas Limited has charged service fees of $1,407,655 (2016: $nil) and provided staff and other services totaling $134,385 (2016: $nil) to Edith Cowan College Pty Ltd, a joint venture company, during the year. At 30 June 2017, an amount of $243,368 (2016: $nil) is outstanding. • Edith Cowan College Pty Ltd has charged royalty fees to a subsidiary of Navitas Limited totaling $495,730 and has recharged staff costs totaling $124,093 during the year. At 30 June 2017, an amount of $523,650 (2016: $nil) is outstanding. Apart from the above, there were no balances, arising from transactions between the Group and its other related parties, outstanding at reporting date. All amounts advanced to or repayable to related parties are unsecured and are subordinate to other liabilities. The amounts outstanding will be settled in cash. 6.1.4 Transactions with Key Management Personnel A list of key management personnel is provided in the remuneration report on pages 42 to 43. Aggregate compensation and shareholdings are provided on pages 48 to 53. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 20176 Other notes (continued) 6.2 Parent Entity Disclosures Financial information Current assets Total assets Current liabilities Total liabilities Shareholders equity Issued capital Reserves Retained earnings Total equity Profit for the year Total comprehensive income 6.3 Auditor’s remuneration The auditor of Navitas Limited is Deloitte Touche Tohmatsu. Audit services Auditor of the Company Deloitte Touche Tohmatsu (Australia) Audit and review of financial reports Other regulatory audit services Overseas Deloitte Touche Tohmatsu firms Audit and review of financial reports Other regulatory audit services Other services Auditor of the Company Deloitte Touche Tohmatsu (Australia) Other – tax services Other – consulting services Overseas Deloitte Touche Tohmatsu firms Other – consulting services Navitas Limited Annual Report 2017 095 Parent 2017 $000s 2016 $000s 130,144 99,617 769,625 702,021 332,221 341,876 611,113 486,037 110,511 (2,244) 50,245 177,095 (3,718) 42,607 158,512 215,984 78,025 79,500 37,661 35,863 2017 $ 2016 $ 404,549 19,200 625,027 12,604 369,841 27,045 742,894 7,216 1,061,380 1,146,996 - 50,000 3,500 2,989 - - 1,114,880 1,149,985 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017 096 Navitas Limited Annual Report 2017 7 Unrecognised Items 7.1 Guarantees The Group has entered into lease rental guarantees with a face value of $26.456m (2016: $37.188m) and performance guarantees with a face value of $81.089m (2016: $73.681m). The fair value of the guarantees has been assessed as $nil based on underlying performance of the entities subject to the guarantees. Cross guarantees between entities in the closed group (see note 6.1.1) have been provided by Navitas Limited and its controlled entities. The fair value of the cross guarantees has been assessed as $nil based on the underlying performance of the entities in the closed group. 8 Events after balance sheet date Subsequent to balance sheet date, the directors of the Company declared a final dividend on ordinary shares in respect of the 2017 financial year. The total amount of dividend is $36.186m, which represents a fully franked dividend of 10.1 cents per share. The dividend has not been provided for in the 30 June 2017 financial statements. 9 Changes in the Group’s Structure Financial Year Ended 30 June 2017 (a) Conversion of Perth Institute of Business and Technology Pty Ltd into a joint venture (i) Overview In accordance with an agreement between Edith Cowan University (‘University’) and Perth Institute of Business and Technology Pty Ltd (‘PIBT’), the University agreed to subscribe for shares in PIBT in consideration for the University entering into a continuing IP Licence and Services Agreement with PIBT. The agreement has resulted in the conversion of PIBT from being a wholly owned subsidiary of Navitas Limited into a joint venture, jointly controlled and owned by Navitas Limited and the University, with effect from 1 October 2016. As a result of this transaction, Navitas Limited has deconsolidated PIBT and subsequently recognised an investment in 50% of PIBT at fair value at the date of disposal. This investment will subsequently be accounted for using the equity method. Navitas Limited has recognised a non-cash gain of $17.263m on this transaction as detailed below. On 4 October 2016, PIBT changed its name to Edith Cowan College Pty Ltd. (ii) Carrying amount of PIBT’s assets and liabilities disposed The carrying amounts of PIBT’s assets and liabilities disposed as at 30 September 2016 were as follows: Assets Cash and cash equivalents Trade and other receivables Other assets Deferred tax assets Intangible assets Total Assets Liabilities Trade and other payables Deferred revenue Other liabilities Total Liabilities Net Assets $000s 8,226 2,182 291 356 2,086 13,141 1,729 7,107 685 9,521 3,620 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017 Navitas Limited Annual Report 2017 097 9 Changes in the Group’s Structure (continued) Financial Year Ended 30 June 2017 (continued) (a) Conversion of Perth Institute of Business and Technology Pty Ltd into a joint venture (continued) (iii) Gain on conversion of PIBT into a joint venture Fair value of investment retained in PIBT Less: Carrying amount of net assets disposed Net gain on disposal before income tax $000s 20,883 (3,620) 17,263 The fair value of the investment retained in PIBT has been determined based on a valuation of PIBT as at 30 September 2016. (iv) Cash flow impact As a result of the transaction, Navitas Limited has effectively disposed of cash and cash equivalents of $8.226 million as detailed above to cover the opening deferred revenue balance of the new joint venture. (b) Disposal of Indian Student recruitment business and related legal entities During the year, the Group agreed to dispose of its Indian student recruitment business (referred to as Study Overseas Global) and related legal entities for consideration of $0.2 million. The Group has recorded a loss on disposal of $3.0 million. Financial Year Ended 30 June 2016 In July 2015 the Group disposed of its 55% share in EduGlobal China for nil consideration. NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2017 098 Navitas Limited Annual Report 2017 DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Navitas Limited, I state that: 1. In the opinion of the Directors: (a) the financial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position as at 30 June 2017 and the performance for the year ended on that date of the consolidated entity; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; (b) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1.1 to the financial statements; and (c) there are reasonable grounds to believe that the Company will be able to pays its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with sections 295A of the Corporations Act 2001 for the financial year ended 30 June 2017. 3. In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 6.1.1 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee. On behalf of the Board R JONES Group Chief Executive Officer and Managing Director Perth, Western Australia, 31 July 2017 Navitas Limited Annual Report 2017 099 100 Navitas Limited Annual Report 2017 Navitas Limited Annual Report 2017 101 102 Navitas Limited Annual Report 2017 Navitas Limited Annual Report 2017 103 104 Navitas Limited Annual Report 2017 ADDITIONAL INFORMATION Additional information required by ASX and not shown elsewhere in this annual report is as follows. The information is current as at 31 August 2017. Substantial shareholders Substantial shareholders as disclosed in substantial holding notices given to the Company, were: Shareholder Mr Rodney M Jones Schroder Investment Management Australia Limited Dr Peter D Larsen Allan Gray Australia Pty Ltd AustralianSuper Pty Ltd Shares 45,117,995 26,421,938 23,433,610 22,321,745 18,820,858 Voting Rights The voting rights attached to shares as set out in rule 16.2 of Navitas’ constitution are the right to attend and vote at general meetings of Navitas and on a show of hands to one vote, and on a poll to one vote for each share held. Distribution of shareholders and their holdings Size of shareholding Number of shareholders 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001–and over Total 2,012 1,987 466 326 69 4,860 As at 31 August 2017, there were 4,860 holders of Navitas shares, and a total 358,072,785 shares on issue. There were 303 shareholders holding less than a marketable parcel of shares based on the market price on 31 August 2017 holding a total of 6,764 shares. No shares are subject to voluntary escrow and there are no restricted securities on issue. The Company has a current on-market buy-back for up to 7.5% of its shares, which commenced on 16 February 2016, has an unlimited duration and is approximately 70% complete. There are no issues of securities approved for the purpose of item 7, Section 611 of the Corporations Act which have not yet been completed. Twenty Largest Shareholders The twenty largest holders of Navitas shares on the Company’s register as at 31 August 2017 were: Rank Name Number of Shares % of Issued Capital 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 J P Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited Remjay Investments Pty Ltd Citicorp Nominees Pty Limited Landmark Holdings (WA) Pty Ltd National Nominees Limited Wonder Holdings Pty Ltd Cambo Investments Pty Ltd Hoperidge Enterprises Pty Ltd BNP Paribas Nominees Pty Ltd Coolah Holdings Pty Ltd Mr Maxwell Charles Schroder Ms Julianne Hannaford Lily Investments Pty Ltd Mrs Luniarty Kartosudiro CS Third Nominees Pty Limited Argo Investments Limited Citicorp Nominees Pty Limited Dasam Nominees Pty Ltd BNP Paribas Noms Pty Ltd 54,652,805 43,460,110 34,711,843 26,043,579 23,433,610 22,931,054 18,751,890 17,237,078 9,486,690 8,901,654 8,800,000 8,633,391 8,129,000 5,527,968 4,384,312 4,000,862 3,757,061 3,005,151 2,910,904 2,792,968 15.26 12.14 9.69 7.27 6.54 6.40 5.24 4.81 2.65 2.49 2.46 2.41 2.27 1.54 1.22 1.12 1.05 0.84 0.81 0.78 INVESTOR INFORMATION Annual General Meeting Change of address Navitas Limited Annual Report 2017 105 unfranked portion of their dividends at the top marginal rate. TFN application forms can be obtained from the Share registry, any Australia Post Office or the Australian Taxation Office. It is important that you notify the Share registry immediately in writing if there is any change to your registered address. Lost holding statements Navitas publications The Company’s annual report is the main source of information for investors. Shareholders who do not wish to receive the annual report should advise the Share registry. Navitas’ financial reports are also available on the Navitas website (see below). Navitas website Information about Navitas and the Group is available on the internet at navitas.com. Shareholders should notify the Share registry immediately, in writing, so that a replacement statement can be arranged. Change of name Shareholders who change their name should notify the Share registry, in writing, and attach a certified copy of a relevant marriage certificate or deed poll. Tax File Numbers (TFN) Although it is not compulsory for each Shareholder to provide a TFN or exemption details, for those Shareholders who do not provide the necessary details, the Company will be obliged to deduct tax from any The Annual General Meeting of Navitas will be held at: Curtin University Old Perth Boys School 139 St Georges Terrace Perth WA 6000 on Wednesday 15 November 2017 at 11.00am (AWST). Full details of the meeting are contained in the notice of annual general meeting sent with this annual report for those Shareholders who elected to receive a hard copy annual report. Shareholder enquiries All enquiries should be directed to the Company’s Share registry at: Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000 T 1300 55 70 10 F +61 8 9323 2033 All written enquiries should include your Holder Identification Number as it appears in your holding statement along with your current address. 106 Navitas Limited Annual Report 2017 GLOSSARY ACAP AMEP ASIC ASQA ASX Australian College of Applied Psychology Adult Migrant English Program Australian Securities and Investments Commission Australian Skills Quality Authority ASX Limited ASX Listing Rules The official listing rules of the ASX BCUIC Board C&I Constitution Corporations Act CRIC CRICOS Curtin College Curtin Singapore Deakin College DIBP Directors DoET EBITDA ECC EduGlobal EFS ELICOS EPS ESOS Act EVA® Eynesbury FAU FEE-HELP FIC Birmingham City University International College The board of directors of Navitas Careers and Industry Division The constitution of the Company Corporations Act 2001 (Cth) Cambridge Ruskin International College Limited Commonwealth Register of Institutions and Courses for Overseas Students Colleges of Business and Technology Pty Ltd trading as Curtin College Curtin University Singapore Campus Melbourne Institute of Business and Technology Pty Ltd trading as Deakin College Department of Immigration and Border Protection Directors of Navitas Department of Education and Training Earnings before interest, taxation, depreciation, amortisation and goodwill impairment Edith Cowan College EduGlobal China Limited English and Foundation Skills English Language Intensive Courses for Overseas Students Earnings per share Education Services for Overseas Students Act 2000 (Cth) Economic Value Added® Educational Enterprises Australia Pty Ltd trading as Eynesbury International Navitas at Florida Atlantic University A government loan scheme to help eligible non-Commonwealth supported (fee paying) students pay their tuition fees Fraser International College Group or Navitas Group Navitas and its subsidiary companies Griffith College Queensland Institute of Business & Technology Pty Ltd trading as Griffith College Hawthorn-Melbourne Hawthorn Learning Pty Ltd trading as Hawthorn-Melbourne HIC HSA HSS ICM ICP HIBT Limited trading as Hertfordshire International College Health Skills Australia Pty Ltd Humanitarian Settlement Services International College of Manitoba International College Portsmouth Limited Navitas Limited Annual Report 2017 107 ICRGU ICWS KPI LBIC LTM LTUSC MOOC Navitas or Company Navitas at UNH NV NCPS NPAT NQF pcp PDIC PEP PY RTO SAE SAIBT SEE Shareholder Shares SIBT SOL SPP SSVF International College Robert Gordon University International College Wales Swansea Limited Key Performance Indicator London IBT Limited trading as LBIC La Trobe Melbourne La Trobe University Sydney Campus Massive Open Online Courses Navitas Limited ABN 69 109 613 309 Navitas at the University of New Hampshire Navitas Ventures Navitas College of Public Safety Pty Ltd Net profit after tax National Qualifications Framework prior comparative period Plymouth Devon International College Limited Professional and English Programs Professional Year Registered training organisation SAE Institute South Australian Institute of Business and Technology Skills for Education and Employment A holder of a Share Fully paid ordinary shares in the capital of the Company Sydney Institute of Business and Technology Pty Ltd Study Overseas Limited Special Preparatory Program Simplified Student Visa Framework StudyLink Learning Information Systems Pty Ltd trading as StudyLink TEQSA TESOL TVP UCC UCIC UMass Boston UMass Dartmouth UMass Lowell UNIC UKBA UPD VET VSL WACC WSUIC Tertiary Education Quality and Standards Agency Teachers of English to Speakers of Other Languages Target variable pay University of Canberra College UC International College Navitas at University of Massachusetts Boston Navitas at University of Massachusetts Dartmouth Navitas at University of Massachusetts Lowell University of Northampton International College UK Border Agency University Partnerships Division Vocational education and training VET Student Loans Weighted average cost of capital Western Sydney University International College 108 Navitas Limited Annual Report 2017 CORPORATE INFORMATION Directors Executive Directors Mr Rod Jones Non-Executive Directors Ms Tracey Horton Mr Tony Cipa Mr Harvey Collins Ms Diana Eilert Mr James King Ms Lisa Paul Mr David Robb Company Secretaries Mr Hugh Hangchi Mr Matthew Rumpus (Assistant Company Secretary) Registered Office Navitas Limited Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 Share Registrar Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 Auditor Deloitte Touche Tohmatsu Brookfield Place, Tower 2 123 St Georges Terrace Perth WA 6000 Internet address navitas.com Navitas Limited Annual Report 2017 109 NAVITAS LIMITED Level 8, Brookfield Place 125 St Georges Terrace Perth WA 6000 T +61 (8) 9314 9600 F +61 (8) 9314 9699 E info@navitas.com navitas.com ABN 69 109 613 309 NAVC170419-1123 0917_AW 

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