Annual report
2019
An integrated print, distribution
and marketing services company.
Paper sourcing
The 2019 Annual Report was designed and printed by Ovato.
The paper used in this report is produced
from responsible sources, is manufactured
under an ISO14001 compliant environmental
management system and uses elemental
chlorine free, FSC® certified pulp.
Paper sourcing
Ovato’s Paper Procurement Policy requires
that all paper used by the company is sourced
in a sustainable and responsible manner
consistent with recognised international
standards. This policy enables our customers
to have a high level of confidence in the
sustainability of their printed communications.
When producing this annual report, Ovato
applied the following additional criteria:
•
Support paper suppliers who
are striving to achieve the highest
sustainability targets;
•
Insist on FSC® Certified paper.
Contents
Overview
Company Profile .............................................................................................. 3
Chairman’s Review .......................................................................................... 8
Chief Executive Officer’s (CEO) Review .............................................. 14
Financial Report
Directors’ Report .......................................................................................... 20
Remuneration Report ..................................................................................33
Independent Auditor’s Declaration ...................................................... 42
Chief Financial Officer’s (CFO) Review ............................................... 44
Financial Statements
Consolidated Statement of Profit or Loss
and Other Comprehensive Income ....................................................... 46
Consolidated Statement of Financial Position ..................................47
Consolidated Statement of Cash Flows .............................................. 48
Consolidated Statement of Changes in Equity ................................ 49
Notes to and forming part of the Financial Statements .............. 50
Directors’ Declaration.................................................................................101
Independent Auditor’s Report ...............................................................102
Five Year Summary.....................................................................................107
Shareholder Information ......................................................................... 108
Share Register Information .................................................................... 109
Ovato Limited
ABN 39 050 148 644
Registered Office:
Level 4, 60 Union Street
Pyrmont NSW 2009
Tel: 02 9412 6111
ovato.com.au
Annual General Meeting
The Annual General
Meeting will be held at
11.00am, 21 November 2019 at:
Deloitte Touche Tohmatsu
Level 9, Grosvenor Place,
225 George Street, Sydney,
NSW 2000
Details of the business of the
meeting are contained in the
Notice of Meeting.
Investor Information
Shareholders requiring information
should contact the share registry
or Chief Financial Officer:
Geoff Stephenson
Tel: 02 9412 6111
geoff.stephenson@ovato.com.au
ASX Code OVT
Share Registry
Computershare
Investor Services Pty Ltd
Level 5, 115 Grenfell Street,
Adelaide SA 5000
GPO Box 1903, Adelaide SA 5001
Enquiries:
Within Australia: 1300 556 161
International: +61 3 9415 4000
computershare.com
Board of Directors
Chairman
Matthew Bickford-Smith
CEO/Managing Director
Kevin Slaven
Non-Executive Directors
Michael Hannan
Dhun Karai
Andrew McMaster
Terry Sinclair
Wai Tang
1
2
Ovato
Company profile
We are Ovato: Australasia’s leading media, marketing and printing company. We bring
experience, expertise and scale to the challenges facing modern marketers. We turn
audiences into customers.
Our core strengths can support businesses across four main pillars of Print, Distribution,
Production, Agency.
Our expertise producing and distributing catalogues, magazines, marketing materials
and messages both physically and digitally has enabled us to develop a range of
integrated marketing solutions that help our clients understand, reach and capture
their audience’s interest.
Our vision
We are creating a smarter and sustainable business to deliver integrated marketing
solutions that turn audiences into customers.
Our values
Efficiency
Effectiveness
Integration
Speed to market for our
clients’ marketing
Improving the impact of
your campaigns
Multiplying the effect of
your message
Our co-located print and
distribution capabilities
allow our clients to make
decisions a day closer to
their message being in
market. We give them
back time. We’re building
them an even greater
advantage with workflow
and asset management
solutions that drive this
advantage upstream.
We know our letterbox
deliveries drive retail results.
Now, we have partnered
with leaders in data to build
compelling insights for our
clients, better targeting of
their customers, and precise
measurement for each of
their campaigns.
Our abilities extend far
beyond print and distribution,
offering production and
agency capabilities that
boost our clients’ existing
marketing investment.
We can also work in close
partnership with their roster
of media and creative
agencies to build value
around their brand.
3
Our capabilities
Around our core offer of Print and Distribution,
we give modern marketers the tools and services
to reach audiences and turn them into customers.
We offer an unmatched breadth of solutions for
businesses to understand, reach and inspire the
consumers that matter to them.
While our capabilities are diverse, we have a single-
minded focus on delivering quality outcomes for our
clients. Building on the physical processes of print
and distribution, our Production capabilities deliver
increased efficiency and effectiveness, while our
Agency capabilities give our clients inspired ideas to
keep customers coming back for more.
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4
Company profile
Print
Distribution
Production
Agency
We are the largest printer
operating across Australia
and New Zealand. We
produce more than
230,000 tonnes each year.
Our capabilities lead the
market. If our clients need
a physical touchpoint,
instore or in the hands of
customers – we are ready
to help.
“
A catalogue printer is
judged by their reliability
and, in the 20 years
Ovato have been printing
Bunnings catalogues
for us, they have never
missed a delivery.
”
Rosie Willis
Print Production Manager
The Brand Agency
Our agency capabilities
bring strategic thinking,
creative direction and
inspired ideas to our
clients’ marketing
challenges. We can
provide fully integrated
campaigns combining all
our capabilities or deliver
stand-out success on
a narrower brief.
Whatever you need to
say, our agency teams
can help them find a
special connection with
their audience.
“
I’m constantly impressed
at how quickly and
effectively the team has
risen to the challenge of
providing a full range of
comms support for the
combined Dell business in
ANZ. I consider them an
extension of my team.
”
Kirsty Matta
Head of Communications
ANZ
Dell Technologies
Each week, our walk force
can deliver our clients’
message to almost eight
million Australasian homes.
Each step gives them a
powerful lever through
the letterbox to drive
customers instore or online.
Our extensive on-site
mailing connections allow
clients to address each of
their customers by name.
Our trucks extend reach
even further, delivering
magazines and retail
merchandise to 11,900
retail outlets.
“
Yaffa Media has enjoyed
a solid and enduring
relationship with the Retail
Distribution business for
over 60 years. Much has
changed in the media
landscape over that time,
but they have maintained
a consistent, high quality
service. The team who
work with General
Manager, David Hogan, are
knowledgeable, efficient
and good communicators.
”
Tracy Yaffa
Managing Director
Yaffa Media
We work with Australia’s
best-known brands to
tackle the challenges of
scale. We put our people,
processes and programs
around our clients’
marketing workflow to
deliver the highest quality
outcomes, in the most
efficient manner. Whether
they’re looking to augment
their current solution or
replace it entirely – we’ve
got them covered.
“
We have worked with
the Ovato team on our
magazines and catalogues,
pre-press, post production
and distribution over many
years. We do so because
we believe they’re the
best, and because we
believe there’s strength in
long-term relationships.
We know that our partners
at what is now Ovato are
always looking around
the world at the different
ways that things are being
done in order to share best
practice with us. They do
this without losing track
of what’s important on
the ground at home:
the shared belief that
good people and
relationships are at the
heart of good business.
”
Mark Muller
Editor-in-Chief R.M.Williams
Publishing Pty Ltd
55
Our difference
Innovation
We bring more than 165 years of
experience, the scale of Australasia’s
largest of integrated print, distribution and
marketing services business; and a wealth
of proven and innovative solutions to bear
on our clients’ marketing challenges.
We have invested in game-changing
solutions and partnerships that double-
down on the marketing activities our
clients have in market.
We have established a dedicated
innovation team that can help to apply
insights and build testable concepts that
turn audiences into customers.
Customer centricity and the talent
that supports it is our everything
Our customers’ loyalty is only possible
because of the outstanding relationships
that our employees have built with them.
Our talent reflects both our legacy and
our eye on the future. Many members of
our team are in their third decade with the
company and our youngest employee was
born beyond 2000.
Experience is enhanced by more recent
team members with new skills and
apprenticeship programs that will build
our talent pipeline for decades to come.
Ovato works with leading brands,
providing them with one of the only
marketing channels that hasn’t been
fragmented – namely our residential
distribution network able to reach
over 8 million homes across Australia
and New Zealand.
We also work with publishers, printing
and distributing catalogues, magazines,
newspapers and printing books. Our
business has shared the disruption that
has changed these industries and we are
working as partners to build the models
needed to sustain and evolve them.
Our service offering is like no other
Ovato’s unique positioning has grown over the past year, as a company with:
• A clear attribution model for the
catalogue channel linked to
transactional data;
• An Advertising Production System that
automates retailers’ workflows, saving
them time and money;
• A suite of Marketing Services
• A national footprint of print sites,
businesses that can help customers
with their marketing strategy, creative
development, photography, layouts,
colour management, proofing, image
retouching, data asset management,
content creation, digital deployment,
audience engagement and
marketing automation;
ensuring the most timely and efficient
production of printed material at scale;
and access to over 11,900 retail locations
via our retail distribution network;
• The ability to reach 8 million households
via their letterboxes with our residential
distribution network.
6
Company profile
Ovato can take a
marketing idea from
concept to letterbox
— our service offering
is like no other.
7
Ovato is now a fully integrated
print, distribution and
marketing services company,
and an effective marketing
partner for leading retailers.
88
Chairman’s review
Matthew Bickford-Smith
Chairman
Dear Shareholders
Our earnings and absolute cashflow
generation were disappointing this
year. The first six months showed great
promise, with earnings at close to budget
and all our top 30 accounts tracking
at or above our expectations from a
volume perspective. This positive trend
continued into the first half of the third
quarter. However, as we approached
the federal election in May 2019, we
saw a pronounced drop in short-run
retail volumes, in addition to a dramatic
pullback in volumes across the publishing
sector. Our large retail food and beverage
clients continued to perform well, but this
highlight and tight cash control were not
enough to prevent a hard pullback of our
full year earnings expectations.
By the time you receive this report almost
all offset web print capabilities in New
South Wales will have been combined at
our Warwick Farm site and we will close
our Moorebank site. This is the last of the
large production synergies made possible
by the merger of PMP and IPMG, and we
have chosen to dramatically bring forward
this project to balance softer demand
outside of our largest retail clients.
As previously advised, annualised
savings of $24M will be generated by
FY21 from the consolidation. This project
is being monitored closely by both
management and the board of directors.
It is on schedule for milestones and the
equipment moves, but there are some
additional short-term costs incurred
during this period of disruption as
customer service is maintained.
Net debt will increase in FY20 as the
new press and NSW site consolidation
spend is completed. This final stage of
our consolidation of operations from
three sites to a super site at Warwick
Farm allows for the retirement of older,
less efficient presses and a significant
headcount reduction. Cash flow is
expected to return to positive territory
as we head towards FY21 with the
major restructuring costs behind us
and maintenance capital expenditure
to remain at circa $5M p.a.
9
Overview
FY19 Key Financials
$M
Sales Revenue
EBITDA1 (before significant items)
Depreciation and Amortisation
EBIT (before significant items)
Net (Loss)/Profit after Tax (before
significant items)
Significant Items Post Tax2
Loss (after significant items)
Cash flow from operating activities
Net Cash Flow3
Net Debt
EBITDA to Sales Revenue percentage
Net Debt / EBITDA3
FY19
669.2
30.8
(28.6)
2.2
(4.4)
(79.9)
(84.3)
(19.2)
(12.4)
(44.7)
4.6%
1.4 x
FY18
734.0
40.6
(31.3)
9.4
1.1
(44.9)
(43.8)
(6.1)
(12.6)
(32.8)
5.5%
0.8 x
Var %
(8.8%)
(24.1%)
8.4%
(76.3%)
-
-
-
-
1.0%
-
-
-
1. Before Significant items.
2. FY19 includes ($63.6M) of significant
items before tax and an ($19.8M)
impairment of deferred tax assets,
$(14.9M) of tax losses not brought to
account partially offset by $18.7M of
tax benefit on significant items and
($0.3M) of adjustments to prior year
tax losses not recognised.
3. Net Cash Flow equals Cash Flow from
Operations and Investing Cash Flows
and proceeds from issue of shares.
Ovato Australia revenue fell 9.6% over
the course of the year. Success in Retail
Distribution and Marketing Services was
offset by lower than expected EBITDA
across Print and Residential Distribution.
Strong cost savings at Print offset much of
the impact from lower volumes and higher
input costs we experienced across FY19.
Ovato New Zealand experienced a year
of difficult conditions, where revenue
fell 4.8% on a reduction of print volumes
by 4% compared to the previous year.
EBITDA fell 57% mainly due to large
contract renewals at lower sell prices in
a characteristically competitive market.
Increased competition also meant that
increases in paper prices were not able to
be recouped.
10
Chairman’s review
Ovato continues to play a leading role
in balancing production and demand to
establish a sustainable and rational market
for print in Australia.
The commitment we made to data last
year is beginning to show a return. We
have a range of clients committed to both
targeting and measurement of the return
on investment (ROI) of the catalogue.
This aspect of our strategy is crucial in
evolving our channel and the way clients
use print. The ability to define ROI for
print campaigns and use data to improve
it has opened opportunities in FMCG and
online, adjacent to our core retail and
publishing client base.
Your Board continues to evolve with the
appointment of Andrew McMaster and the
departure of Wai Tang.
Andrew McMaster has extensive
experience in both finance and
governance. Andrew spent 36 years with
KPMG, ultimately as a Partner in their
audit practice and helped transform
Service NSW in his role as CFO. Andrew
also serves as a Director of Netball NSW,
a return to governance of sport after a
22-year stint on the board of the Sydney
Swans. Following his election to the
Board, Andrew was appointed as Chair
of the Audit and Risk Committee and
the Chair of the NSW Site Consolidation
subcommittee.
The Board was sorry to lose the service
and vast retail experience of Wai Tang
in September, following her resignation.
Unfortunately, due to personal reasons
and with her increasing commitments
on other public company boards, Wai
determined that she was no longer able
to continue as a director of Ovato. Wai’s
insights in the retail market, particularly
around the ever-increasing impact data
plays in determining marketing spend will
be sorely missed.
During the year Wai chaired the
Growth and Innovation Committee, a
committee which provided a forum for
determining areas of growth driven by
digital technology and data science that
are aligned to Ovato’s retail strategy
and provided an interface between
management and the Board to report
on the Company’s progress in achieving
growth from digital technology and
data science.
Warwick Farm site
Ovato continues
to play a leading
role in balancing
supply and
demand.
11
The most significant corporate
development this year was the rights issue
in the last quarter, where the company
offered one new share for every 2.3
shares. Underwritten by our core investors
and with the support of retail investors,
the rights issue provided additional
liquidity by reducing leverage and
providing additional financial flexibility
to the company, enabling the earlier
completion of the NSW site consolidation
previously mentioned.
The year ahead will undoubtedly provide
its share of challenges. Especially
as we bed down the final stages of
the NSW site consolidation project
which will completely transform
our cost base and effectiveness in
the Australian print market. Despite a
much-improved industry environment, we
still are experiencing strong competitive
behaviours, such as very targeted and
keen pricing.
FY20 will be a breakthrough year for
Ovato, which many shareholders will
say has taken too long to materialise.
In FY20, the Board will be totally focused
on three issues. Firstly, the successful
conclusion of the NSW site consolidation.
Secondly, ensuring we have the best
possible management we can in key
operating roles. Finally, that our balance
sheet retains flexibility and all available
cash goes to reducing debt levels.
It goes without saying that we continue
to strive for a better result and focus on
delivering an efficient manufacturing base
that can support a profitable business.
Matthew Bickford-Smith
Chairman
FY20 will be a
breakthrough
year for Ovato.
12
“
We continue to be impressed with Ovato’s
commitment to innovation and agile approach to
printing, given the ever-changing environment.
We believe it is important to partner with a
company that is focused on setting up strong
foundations for future success. In light of this
we are really pleased to continue working with
Ovato and getting the best new books into the
hands of Australian readers.
”
Gavin Schwarcz
Director, Sales & Operations, Penguin Random House
1313
Your company has
come together under
the Ovato brand.
14
CEO’s review
Kevin Slaven
Chief Executive Officer
Your company has come together under
the Ovato brand and is finding new
opportunities with our clients and in the
categories adjacent to large scale retail.
We are doing a better job of delivering
the benefits our scale affords to our
clients, with less complexity. Our focus on
consolidating our sites and driving cost
savings in NSW is coming to its end and
we are well positioned to capitalise on this
momentum in FY20 and beyond.
I started my report last year expressing
gratitude for the opportunity to lead
this company, our people and take the
challenge of leading change for our
business and industry.
A year on, the Ovato team has made
real change and I am proud of what
we have been able to achieve together.
I remain engaged and grateful for the
opportunity that leading the new Ovato
business delivers. We have challenges
still to meet, but we have shifted our
mindset and accepted and undertaken
the necessary changes in the way we
operate and deliver the best product for
our clients’ marketing objectives.
It has been encouraging to see that our
margin improvement strategies, initially
focused at the Australian operations, are
having a positive impact. Ovato Australia’s
EBITDA*/sales margin held relatively
steady against the prior period at 4.7% as
cost savings largely offset lower sales. At
a Group level, our EBITDA ratio though
has fallen from 5.5% to 4.6% mainly due
to the disappointing Ovato NZ result, with
EBITDA down significantly on lower print
sell prices.
It has been another challenging year
with the disruption of our NSW site
consolidation and continuing headwinds
in the retail and publishing environments,
but we have come through it in a stronger
position. One of our enduring skills as
a business is our ability to balance a
diligent focus on cost reduction while
still delivering the best possible result
for our clients.
The new 80-page press will shortly be
commissioned and will enter full service
before the end of the current busy season.
The significance of this investment in
allowing us to more efficiently print for
the largest catalogue clients in the market
cannot be overstated. It also brings new
options for our clients to address their
marketing challenges, particularly the
ability to deliver greater customisation of
versions without sacrificing the benefits
of scale.
Lowering our net debt will be a
principal focus in the second half of
the year ahead, as the benefits of the
NSW site consolidation and reduced
capacity are felt, and we see a return
to positive cash flow.
Internally, we are focused on our people.
My talented executive team are leading
change at tremendous scale across our
business. I believe my role is best served
by giving them both the challenge to take
on tasks that are sometimes bold and
difficult, and the support to enable them
to use their skills and experience in the
best way.
*Before Significant Items.
15
Julia Farrant, who joined the executive
team last year has excelled in helping us
to create the best structures for our
business and has been leading her team in
building out the framework for the values
and culture that supports both our people
and the plans we have as a business.
Julia’s work builds on our decision to
rebrand the company in February. Our
shift to becoming Ovato has been a
success. We used the strength of our
internal teams wherever possible, only
incurring external costs in the changes
to physical signage across our unique
national footprint in both Australia and
New Zealand.
We have also made a significant addition
to our leadership team with the creation
of a Corporate Development role to
continue to drive change and explore
and implement broad opportunities across
our business.
We have renewed our voice in the market.
We communicate more regularly to our
clients and other stakeholder audiences.
These marketing efforts have generated
more than 500 new business leads since
our brand launch in February. We have
printed and distributed a catalogue for
eBay in the last quarter of FY19, the first
online retailer to follow an emerging
global trend of using physical print as
a powerful and cost-effective driver of
online sales. We have also found new
work in FMCG, leveraging insight from
the supermarket register to drive trials
through the letterbox with a significant
and measurable impact on sales.
Clients continue to shift between
the players in the market and the
ever-increasing number of channels
offering connections to different
audiences. Our strategy of focusing
on our high-volume customers,
catalogues and cost competitiveness
is working and we have clients who are
characterised by their ambition and scale.
My talented
executive team
are leading
change at
tremendous
scale across
our business.
16
CEO’s review
Our operations
Darwin
Cairns
Brisbane
Perth
Adelaide
Sydney
Auckland
Melbourne
Hobart
Christchurch
NSW
VIC
TAS
SA
QLD
WA
NT
NZ
Web Presses
Digital Presses
Sheetfed Presses
Bindery
Mailhouse
Distribution
- Current operations
•
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17
We have made significant investments
in both data and bringing our Advertising
Production Suite (APS) to market. The
APS is our workflow and production
management tool. This software-as-a-
service solution allows Ovato clients
to manage the conception, design and
approvals of advertising, and leverage
more than 20 years of evolution and
experience we have in supporting clients
through these retail intensive challenges.
We have built on our understanding of
the data we hold in the business. Large
sets of data and creative variation exist,
and we have been focused on making
these both useful and accessible for our
clients and our business. Working with
Quantium has allowed us to enrich this
data with perhaps the most useful retail
response method that exists; the purchase
behaviour of consumers. We have
conducted historical studies that show
defined increase in spend by audiences
exposed to the catalogue by between
four and eight percent. We can prove the
return on an investment in catalogues
and provide significant recommendations
based on that data to drive an improved
result. A priority for the coming year
is taking this programmatic approach
vigorously to market with our clients.
Looking towards next year, there is
much to keep us cautious. The slowing
of retail and lower consumer confidence
looks likely to deliver continued impacts
on our retail client base. We are more
prepared than we have ever been to help
them make better decisions about their
marketing spend and are able to support
clients as marketing budgets and our
clients’ businesses feel the pressure.
Our strategy of focusing our efforts
on our largest customers has been
validated, with volumes and spend
by Tier One Food & Beverage clients
remaining in line with our expectations.
We are also finding new opportunities
with customers who turned away
from print in search of better data
and measurement and extending our
relationships upstream to FMCG brand
owners who sell through our traditional
retail clients.
Our teams are focused on the challenges
that lie ahead. We share a passion for the
craft and capabilities that have defined
our business over the last decades. We
have shown the benefit and impact
our core channels bring, and we are
amplifying our understanding of data and
analytics to deliver value and insights to
our clients. We are building the next wave
of retail marketing tactics and techniques
with the largest retailers across Australia
and New Zealand. We are ready for the
challenge and excited about the change
we will drive over the next year.
Kevin Slaven
Chief Executive Officer
and Managing Director
18
Environment and safety
Health and safety
Our commitment to keeping
people safe is a core value of Ovato
through key priorities detailed in
our health and safety strategy of:
“Working Safe, Living Well,
It’s ALL About ALL of You”
headlining our HSEQ initiatives
and communications.
• Visible leadership – building
on a continuous improvement
of safety culture through
engagement and participation
at all levels of the business
•
Eliminating repeat incidents
– a well embedded process
for shared learning from
incidents and developing
business-wide solutions
• Health and Safety standards
– progression of our safety
management system to
ensure suitable design and
practical implementation
• Wellbeing – that our team
members are fit and well
for work and returning home
safely is our primary goal
The implementation of this strategy
is achieved through continuous
improvement plans and monitoring
performance of these plans.
We have launched a new internal
brand and logo for HSEQ, bringing
together initiatives that encompass
Health, Safety, Environment
and Quality under our message,
The introduction of a new
enterprise risk management
platform implemented in January
of 2019 has improved our reporting
and transparency of data and
will assist us to analyse our
performance, identify trends, track
progress and further enhance our
safety strategy.
The principal focus during the
period was on systems and
processes that manage the hazards
associated with high risk permits,
specifically confined space
and hot work, and a focus on high
risk activities, specifically forklift
safety through our Forksafe
program addressing forklift safety
across all sites.
Contractor safety has been another
area of high focus throughout
the NSW site consolidation
project. Maintaining a high level
of communication between
site operations and contractors
has been key to our success,
particularly during high risk works
on items such as; standards for
permits, housekeeping, isolations,
working at height, building works
and equipment transfers.
External audits continue to be
used to provide valuable insights
into the operation of our safety
management system and to check
the effectiveness of their operation.
We track our improvement
progress through the TRIFR (total
recordable injury frequency rate),
which is calculated based on the
number of recordable injuries
for every million hours worked.
This year, TRIFR was 10.09
down from 14.23 with the
business achieving a better
than planned reduction.
While this is a significant
improvement, there is more
work to be done as we continue
to apply a year on year 20%
reduction target.
Our improvement in safety
performance has improved
significantly over the past 2 years
and is driven by a commitment
that is supported through a
focused strategy and program
of continuous improvement.
Occupational health and safety
Greenhouse gas (GHG) emissions
FY18/19
FY17/18
TRIFR*
10.09
14.23
* Total Recordable Injury Frequency Rate.
Ovato’s comparable year-on-year Greenhouse Gas
(GHG) emissions reduced in FY19. Ovato will continue
to pursue energy efficiency measures across all
businesses to further reduce our overall emissions.
)
T
K
(
s
n
o
i
s
s
i
m
e
G
H
G
150
100
50
0
2019
105
2018
139
2017
156
2016
83
2015
84
2014
94
19
Directors’ report
For the year ended 30 June 2019
The Directors of Ovato Limited (referred to as “Ovato” or “Company”) submit their
report and the Company’s consolidated financial report for the year ended 30 June
2019 and the Auditor’s report thereon. Throughout the report, the consolidated entity
is referred to as the Group.
Matthew Bickford-Smith
Kevin Slaven
BCom, CA, GAICD
Dhun Karai
B Comm, MBA, CA ANZ, MAICD
CHAIRMAN
Appointed 2 June 2009
MD AND CEO
Appointed 27 February 2018
NON-EXECUTIVE DIRECTOR
Appointed 1 June 2016
Mr Bickford-Smith has been an
independent Non-Executive Director
of Ovato since 2009 and has been Chair
of the Board of Directors since 2012.
He has been a member of the Audit
and Risk Management Committee
since 2010. He has been a member of
the Appointments and Compensation
Committee from 2009 and is Chair of
that Committee.
Mr Bickford-Smith is also a Director
of Eastern Agricultural Australia.
Mr Bickford-Smith was previously Chief
Executive Officer of Ridley Corporation
Limited from 2000 to 2007. He was
previously with the Man Group and was
Managing Director of the Australian
operations from 1996 to 2000.
Mr Bickford-Smith has extensive
commercial experience within finance,
manufacturing, risk management
and strategy.
The Board of Ovato appointed Mr Slaven
as Managing Director (“MD”) and
Chief Executive Officer (“CEO”)
on 27 February 2018.
Prior to this he acted as interim CEO
of Ovato following the retirement of
Mr George on 30 November 2017.
Mr Slaven joined Ovato in March 2017
as CEO of Distribution and Marketing
Services following the merger with
IPMG Group.
A graduate member of the Australian
Institute of Company Directors and
Institute of Chartered Accountants,
he was appointed CEO of IPMG in
July 2013 after originally joining the
business in 2000 as Chief Financial
Officer (“CFO”) and Company Secretary.
Prior to that he worked in the chartered
accounting profession and then
subsequently in key commercial roles,
including as Commercial Manager
of CSR Timber and CFO of leading
information technology distributor
Tech Pacific.
Mr Slaven has extensive experience
in manufacturing, publishing, marketing,
business development and strategic
planning. He is experienced in managing
people and businesses through
significant change. He is currently
Chair of the Real Media Collective.
Ms Karai has been an independent
Non-Executive Director since 1 June
2016. Ms Karai was a member of the
Audit and Risk Management Committee
(“ARMC”) from 1 June 2016 to 30 May
2019. She was Chair of the ARMC from
26 August 2016. Ms Karai has been
a member of the Appointments and
Compensation Committee from
31 May 2019.
Ms Karai’s experience spans over
20 years in senior executive roles
in financial services, customer
engagement, digital / new products
development, internal audit and
risk management, initiating major
transformational projects in Australia,
New Zealand and the UK. Ms Karai held
the position of Chief Manager Personal
Markets with the Commonwealth Bank
and for over ten years as the Head of
Group Financial Services at Woolworths
spearheading its banking services,
digital partnerships, customer loyalty
and data-driven marketing initiatives.
Currently Ms Karai is a Partner at
Grant Thornton Australia.
Ms Karai’s other directorships have
included being a Non-Executive Director
of eftpos Payments Australia Limited
and GI Technology Private Limited.
Her committee memberships have
included the Australian Payments
Council, the National Financial
Literacy Program and the International
Merchants Advisory Group (USA).
20
1. Directors
The Directors of Ovato during the financial year were:
CHAIRMAN
Matthew Bickford-Smith
MANAGING DIRECTOR (“MD”) and
CHIEF EXECUTIVE OFFICER (“CEO”)
Kevin Slaven
NON-EXECUTIVE DIRECTORS
Dhun Karai
Michael Hannan
Wai Tang
Terry Sinclair
Andrew McMaster (appointed 4 October 2018)
Michael Hannan
Wai Tang
BAppSc, MBA, GAICD
Terry Sinclair
MBA, GradDipMgmt, MAICD
Andrew McMaster
BCom (Hons), CA
NON-EXECUTIVE DIRECTOR
Appointed 1 March 2017
NON-EXECUTIVE DIRECTOR
Appointed 10 October 2017
NON-EXECUTIVE DIRECTOR
Appointed 10 October 2017
NON-EXECUTIVE DIRECTOR
Appointed 4 October 2018
Mr Hannan has been a Director since
1 March 2017, following the merger
of IPMG Group with Ovato (formerly
PMP). Mr Hannan was a member of
the Appointments and Compensation
Committee from 31 May 2017 to
30 May 2019.
Mr Hannan was instrumental in taking
IPMG into printing in the early 1970s
and in the early 1980s into heatset
printing and throughout that time
continuing to drive the development of
its community newspaper group and its
consumer magazine empire.
Under Mr Hannan’s Chairship, IPMG
had the largest group of privately owned
print and digital marketing services
businesses in the southern hemisphere.
He also has responsibility for significant
Hannan family interests including
industrial, commercial, rural and
property portfolios together with
other key investments.
Ms Tang has been an independent
Non-Executive Director of Ovato since
10 October 2017. Ms Tang has been
a member of the Appointments and
Compensation Committee since
1 December 2017. On 10 September
2019, Ms Tang resigned as a
Non-Executive Director of Ovato.
Ms Tang has extensive retail industry
experience and knowledge gained
through senior executive and board
roles. Her former senior executive roles
included Operations Director for Just
Group and Chief Executive Officer of
the Just Group sleepwear business,
Peter Alexander. Prior to joining the
Just Group, Ms Tang was General
Manager of Business Development for
Pacific Brands. Ms Tang was also
co-founder of the Happy Lab retail
confectionary concept.
Ms Tang is a Non-Executive Director of
Vicinity Limited, JB Hi-Fi Limited and
Metcash Limited (appointed 1 August
2019). Ms Tang is a member of the Visit
Victoria Board and is Deputy Chair of
the Melbourne Festival. Her former
directorships include Specialty Fashion
Group, kikki.K Pty Limited and the
Melbourne Fashion Festival. She holds
a Master of Business Administration and
a Bachelor of Science degree.
Mr Sinclair has been an independent
Non-Executive Director since 10
October 2017. Mr Sinclair has been
a member of the Audit and Risk
Management Committee since
1 December 2017.
Mr Sinclair has extensive experience
across industrial, resources and
consumer services sectors including
20 years in senior management roles
in BHP (Minerals, Steel and Transport/
Logistics) and 10 years with Australia
Post (Logistics and Corporate
Development). He was previously the
Managing Director of Service Stream
Limited, Chair of AUX Investments
(jointly owned by Qantas and Australia
Post), Director of Sai Cheng Logistics
(China) and Director of Asia Pacific
Alliance (HK).
Mr Sinclair is a Non-Executive Director
of Cleanaway Waste Management
Limited, Zoom2U Pty Ltd and GMDx
Group Limited. He is also a member
of various advisory boards for private
equity ventures in e-commerce and
technology/ infrastructure. He holds
a Master of Business Administration,
a Graduate Diploma in Management
and tertiary qualifications in Mining,
including surveying.
Mr McMaster joined the Board of
Ovato as a Non-Executive Director on
4 October 2018. Mr McMaster was
appointed a member of the Audit and
Risk Management Committee on
22 February 2019 and Chair from
31 May 2019.
Mr McMaster has extensive professional
financial and accounting experience,
including 27 years as a partner of
KPMG.
During his professional accounting
career, experience was gained with a
wide range of clients in the public and
private sectors including extensive
experience in the printing, publishing,
distribution and retailing industries,
and in all aspects of governance and risk
services, with a focus on assurance,
risk management and financial advisory.
Mr McMaster was the inaugural
Chief Financial Officer of Service NSW
for five years, directly involved in all
aspects of the design and building of
the cultural, structural, governance
and financial foundations of Service
NSW as an executive agency of the
NSW government.
Mr McMaster was a Director of
Sydney Swans Limited for 22 years
until February 2017. He was also a
Director and Treasurer of The Bradman
Foundation and the Bradman Museum
Trust from 1996 to 2006. He is currently
a Director of Netball NSW.
21
2. Directors’ and Executives’ Disclosures
The disclosures required for Director share holdings and Director and Executive
remuneration are included within the Remuneration Report.
3. Company Secretary – Qualifications & Experience
Alistair Clarkson B Com, LLB, MBA, ACIS, GradDipACG
Mr Clarkson was appointed Company Secretary of Ovato Limited on 24 April 2009
and has been Company Secretary of Ovato’s subsidiaries since December 2005.
He is accountable directly to the Board, through the Chair, on all matters to do
with the proper functioning of the Board.
Mr Clarkson holds a Bachelor of Commerce, a Bachelor of Laws, a Masters
of Business Administration and a post graduate diploma of Applied Corporate
Governance. He is an associate of the Institute of Chartered Secretaries and a
member of the Law Society of NSW.
As Company Secretary of Ovato, Mr Clarkson is responsible for managing the
Company’s corporate governance framework, its continuous disclosure and listing
rule compliance and managing all matters relating to the Company’s Board of
Directors and Board Committees.
Mr Clarkson has been Corporate Counsel for Ovato since 2001 and General Counsel
since 2009. Prior to joining Ovato, Mr Clarkson was an associate at a law firm in
New Zealand.
4. Directors’ Meetings
The number of Directors’ meetings
(including meetings of Board Committees)
and the number of meetings attended by each of the
Directors of Ovato during the financial year were:
Matthew
Bickford-
Smith
Kevin
Slaven
Michael
Hannan
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