Annual Report
2020
Put your
brand in your
customers’
hands.
The 2020 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 .............................................................................................. 5
Our capabilities ................................................................................................ 6
Chair’s review .................................................................................................. 10
Chief executive officer’s (CEO’s) review .............................................. 14
Financial report
Directors’ report ........................................................................................... 20
Remuneration report .................................................................................. 34
Independent auditor’s declaration ......................................................... 41
Chief financial officer’s (CFO’s) review ............................................... 42
Financial statements
Consolidated statement of profit or loss
and other comprehensive income......................................................... 44
Consolidated statement of financial position .................................. 45
Consolidated statement of cash flows ................................................ 46
Consolidated statement of changes in equity ..................................47
Financial notes ............................................................................................... 48
Directors’ declaration ................................................................................103
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 Ovato Limited annual general
meeting (AGM) will be held at 1.00pm
on Thursday, 26 November 2020.
The meeting will be held virtually
online via the Lumi platform at
https://web.lumiagm.com
with meeting ID [395-495-309].
Details of how shareholders can
access this platform and of the
business of the meeting are contained
in the separate Notice of Meeting.
Investor information
Shareholders requiring information
should contact the share registry
or chief financial officer:
Geoff Stephenson
Tel: 02 9412 6000
geoff.stephenson@ovato.com.au
Independent auditor’s report ................................................................ 104
ASX Code: OVT
Five year summary ......................................................................................110
Shareholder information ............................................................................ 111
Share register information ........................................................................ 112
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
Chair
Michael Hannan
CEO/Managing Director
Kevin Slaven
Non-Executive Directors
Dhun Karai
Andrew McMaster
2 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 3
Company profile
Ovato
Ovato gives businesses in Australia and New
Zealand the services, platforms and tools they
need to reach the right audiences and turn them
into customers.
We offer an unmatched breadth of physical and
digital marketing solutions, helping your business
to understand, reach, inspire and convert the
people that matter to you.
While our capabilities are diverse, our focus is
single-minded: we deliver business results, using
tailored solutions and data-driven strategies.
Let us connect the dots and offer you infinite
opportunities.
Our experienced team of specialists work with
clients across the media mix and marketing
disciplines. Underpinning everything is a deep
understanding of data and analytics, allowing us
to prove and improve everything we do.
Our vision
We are creating a smarter and sustainable
business to deliver integrated marketing
solutions that turn audiences into customers.
Our promise
Efficiency
Smart solutions that get you to
market faster.
Effectiveness
Data-driven insights drive measurable
success for every campaign.
Integration
Maximise impact across marketing
activities with integrated solutions.
4 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 5
Our capabilities
Modern businesses invest with partners who can close the loop and build value across
the customer journey with craft, intelligence and insight. Ovato’s integrated service
offering gives clients infinite opportunities for campaign improvement and brand growth.
Content
& creative
PR &
events
Newsagent
e-commerce hub
National
residential network
Company profile
Brand
strategy
Performance
insights
Content
& creative
PR &
events
Brand
strategy
Performance
insights
Newsagent
e-commerce hub
National retail network
National
residential network
National retail network
Platforms
Platforms
Targeting & data
visualisation
Campaign
analysis
Print
Targeting & data
visualisation
Digital
Campaign
analysis
Print
Digital
6 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 7
Marketing communications
Media
Marketing communications
Distribution
Media
Data & analytics
Distribution
Data & analytics
Company profile
“Working with
Ovato, we reached
234,552 more liquor
shoppers for the
same marketing
investment.”
Melissa LoBianco, Marketing Manager
– Value & Trade , Dan Murphy’s
Marketing
communications
Grab (and keep) your audience’s
attention with strategic communications.
It’s more competitive than ever to reach
your consumers. They don’t use only one
media channel – and neither should you.
At Ovato, we offer a full-service suite of
marketing and communications solutions
so you can produce integrated campaigns
that use the right channels to reach the
right people.
We work to drive engagement, deliver
strong return on investment (ROI) and
have measurable impact. With curious
minds and brave thinking, we earn our
clients an unfair share of attention.
Everything we do starts with strategy.
Combining data-driven insight with
human truths, we develop strategic plans
that are guaranteed to get your brand
noticed and deliver results.
Media
Connect with customers across
every touchpoint.
From store to smartphone, letterbox
to landing page, you need to be there
for your customers on every relevant
channel. To maximise reach and connect
with audiences most effectively, Ovato
works with you to develop the right cross-
channel approach.
Our print media experts in Australia
and New Zealand develop physical
media strategies and creative material
to connect with customers at home, in
store or at events, with smart distribution
strategies for maximum impact.
Our digital offering spans consulting,
creative, content and an all-in-one
marketing platform to drive customers
to your website, app or social pages for
real business results.
Data & analytics
We apply the right insight to deliver
maximum impact.
Distribution
Reach your customers at the right
time for maximum impact.
Data is the lifeblood of successful
marketing. After all, good business is
about making decisions based on insight
– not assumption. But collecting data is
only half the battle. You also need to be
able to analyse it, understand it and use
it to power your decision making.
We have invested in building partnerships
to leverage third party data, including an
exclusive partnership with Quantium.
Our team is curious, rigorous and
experienced, using data to recommend
constant campaign refinements.
From applying behavioural data to
your audience targeting and testing
personalised creative, to mapping your
most profitable distribution locations,
we apply the right insight to deliver
maximum impact.
Getting your product to market cost-
effectively is critical. Our national retail
and residential distribution networks,
across Australia and New Zealand, help
you connect with your customers –
wherever they are.
At home or browsing the aisles of the
supermarket, local newsagent or service
station, we’ll reach them at the right time
to increase awareness and engagement
with your brand.
With exclusive data partnerships and
market leading technology, we also
map your most profitable distribution
areas and audience segments so you
can get the most bang for buck and
map customer spend back to
campaign delivery.
8 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 9
Chair’s review
“We have the
experience and
skills required to
succeed, we have
met challenges
before and are
doing so again.”
Our magazine business has been relatively
stable in this period, particularly with
homemaking and food titles, reflecting
the audience spending more time at
home. Our books and packaging business
have also held up well.
Powerful brands will thrive in this
changed environment, and those who
keep a connection with their customers
through this time are the ones most
likely to succeed. While online retailing
has benefitted, there are still significant
advantages for big brands who have
physical stores to serve their existing
customers and attract new ones. The
death of physical retailing has been
prophesied for decades, but I believe
the attraction of going out to the shops
will continue to be larger than most of
the pundits are willing to envisage,
and that we will see a refreshed retail
environment again.
While much is changing, our clients'
central marketing challenges remain.
Brands who want to grow will need to
reach both existing and new customers at
scale in cost-effective ways. Ovato retains
a core marketing advantage in the reach
we offer through our print and distribution
channels and have invested in significant
new technologies to help our clients
improve their business performance.
Chair’s review
Michael Hannan
Chair
Experience is the collection of challenges,
lessons and triumphs that you collect over
the course of a career. It is a cruel trick
that those of us with much experience
begin to feel we have seen it all. 2020 has
offered a stark reminder that there are
still challenges to be met and overcome.
COVID-19 has delivered the most
significant disruption of any event I have
seen. While I am pleased that quick action
has been able to deliver good outcomes
from a public health perspective, the
economic effects are widespread and will
continue to impact Ovato, and the market
at large for some time yet.
The actions of governments have been
necessary, and ongoing support will be
required to ensure that the economic
downturn is not allowed to linger.
Overview
FY20 Key Financials
$M
Sales Revenue
EBITDA (before significant items)
Depreciation and Amortisation
Depreciation - Right-Of-Use Assets
EBIT (before significant items)
Net (Loss) after Tax (before significant items)
Significant Items Post Tax2
Net (Loss) after Tax and significant items
Cash flow from operating activities
Net Cash Flow3
Net Debt (excluding lease liabilities)
EBITDA4 to Sales Revenue percentage
Promising words of support for,
and interest in, a vibrant Australian
manufacturing sector have waned as
the pandemic has worn on. We are
working hard to ensure our business is
recognised and valued as a long-term
Australian manufacturer.
Despite the scale of the disruption, there
are aspects of this change we have seen
before. Marketers are reacting to the
uncertainty by switching off print media
in the short term, which could adversely
impact their brand and customer
interaction. Consumers are behaving
differently too. Some of these changes
will be temporary; a function of limited
movements, anxiety and more time at
home. Others may be with us for longer,
as people try new ways of buying and
receiving goods at home.
FY20
539.3
32.4
(21.2)
(15.8)
(4.5)
(16.7)
(92.1)
(108.8)
8.1
(10.1)
(72.9)
6.0%
FY201
539.3
9.2
(21.2)
—
(11.9)
(15.0)
(96.2)
(111.2)
(8.4)
(27.8)
(72.9)
1.7%
FY19
669.2
30.8
(28.6)
—
2.2
(4.4)
(79.9)
(84.3)
(19.2)
(12.4)
(44.7)
4.6%
% Var
(19.4%)
(70.0%)
26.1%
—
—
—
(20.5%)
(32.0%)
56.5%
—
—
—
On 1 July 2019 the Group adopted the new lease accounting
standard AASB 16. This is the first set of full year Group
financial statements where AASB 16 Leases has been applied.
The modified retrospective approach has been adopted
and comparative information has not been restated. The
cumulative effect of applying AASB 16 is recognised in
accumulated losses at 1 July 2019. To enable comparison
when providing an explanation for the full year ended
30 June 2020 adjustments have been made, where
appropriate to exclude the impact of AASB 16.
1. Pre AASB 16
2. FY20 includes ($72.5M) of significant items before tax, ($10.0M)
impairment of deferred tax assets, ($20.2M) of tax losses not brought
to account partially offset by $10.6M of tax benefit on significant items
and $0.1M 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.
4. Before Significant items
10 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 11
Chair’s review
“Powerful brands will thrive in this
changed environment, and those
who keep a connection with their
customers through this time are
the ones most likely to succeed.”
New Zealand was first to enter lockdown
and impose strict controls on movement
and business. While these bought
commercial impacts forward for our
business, we are beginning to see
opportunities return. This augurs well
and has validated our expectations for
our recovery here in Australia.
We believe much of the work impacted by
COVID-19 will return as the impact of the
pandemic dissipates. Our marketing services
and digital business have been largely
unaffected, and continue to grow
as a source of opportunity in the future.
Your board has been focused on supporting
the health and safety of the Ovato
workforce and supporting Kevin and the
executive as we navigate this current
disruption. Many of the actions ahead of
us are critical as we reshape our business
and right-size our workforce. We have the
experience and skills required to succeed,
we have met challenges before and are
doing so again.
Michael Hannan
Chair
12 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 13
CEO’s review
Kevin Slaven
Chief Executive Officer
The impact of COVID-19 on the Ovato
business has been significant. Core
customers in both retail and publishing
have seen significant distortions to
their markets as Australians and New
Zealanders have been locked down or
simply anxious.
Sales fell to $539.3m for the year, with
most of the negative impact hitting us
as the Pandemic took hold in April and
May. Our non-print businesses have
fared better, but not well enough to
offset the declines.
The support of government has been
essential in delivering an effective balance
between the immediate priority of public
health outcomes and the requirement to
maintain the economy. JobKeeper has
allowed us to keep a relationship with
workers who have been stood down
and provided a stabilising effect for the
broader business in its role as a wage
subsidy. We are actively engaged as a
business and industry in voicing the
need for continued government support.
The crisis has brought forward many of
our challenges. My executive team and
I have balanced the requirements of the
things that are urgent with the things
that are strategic. While the certainty
we had in planning actions forward has
been shaken, our vision of a smarter
and sustainable business that provides
increased value for our clients remains
valid and we continue to build our
capabilities and efforts towards
those goals.
Crises require action from us all, and
we have made big calls early to ensure
positive outcomes for our clients, staff
and other stakeholders. At the end of
March, when the scale of impact COVID-19
would make was clear we asked all our
staff to share the burden and step back
to a three day week to manage our
cost base and protect as many jobs as
possible. As we have moved into the new
financial year, all our leadership team
and many of our staff remain on reduced
wages to support the business through
this period of reduced activity. We also
shifted as many of our staff as possible to
a work from home model to limit exposure
to infection at work. This ensured the
Ovato team who did have to come into
sites, and our core production capabilities
were kept intact. Outside of wages,
restrictions on business travel and a firm
control of our costs has been enacted.
CEO’s review
“My executive
team and I have
balanced the
requirements of
the things that
are urgent with
the things that
are strategic.”
Our core catalogue channel has come under
significant attack in the last months of the
year, with some retailers pulling back from
the channel and others finding themselves in
the enviable position of being able to spend
less on marketing to deliver larger revenues
for their brands. While print catalogues
saw a pull back during the COVID-19
crisis, we firmly believe the channel has an
important place in the marketing mix for
any retailer. Ovato has made investments
in digital technology to further enhance
the effectiveness of print catalogues
and provide our clients with end-to-end
marketing solutions.
Over time, we expect clients to use our
diverse capabilities in different ways. During
the lockdown period, we have helped clients
in the charity sector to pivot their outreach
away from in-person interactions to a
targeted non-contact program through
the letterbox. We have new examples of
fast-moving consumer goods (FMCG)
brands reaching consumers at scale and
converting them instore. As online shopping
increases, we are seeing interest from online
retailers who want to reach audiences at
real scale. We are also seeing increases in
the custom publishing space, as traditional
ad-funded publishers pull back, brands are
stepping into the content opportunity and
we are well positioned to partner effectively
in this space.
14 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 15
What is very clear is we need to deliver
a more agile and efficient business,
positioned to succeed. To facilitate this,
the company has sought to terminate
the existing Print Australia Enterprise
Bargaining Agreement (EBA) and replace
it with more realistic redundancy scales,
consistent with industry and community
standards. This will enable the company
to realign its cost base to ensure a
sustainable, long term future for print
and attract new equity investment into
the business
I also want to formally thank each
member of my Ovato team. The last
year has asked much of all of us and
I have been deeply impressed by the
adaptability and resilience you have all
shown as the pandemic has required
us all to do things differently. Times
will be tough for some time yet, but a
restructured business, ready to attract
new equity and rise to the challenges of
an economy regearing itself for growth
is our destination.
Kevin Slaven
Chief Executive Officer
and Managing Director
“No other medium gives us the
opportunity to share with our
community and consumers a tactile,
authentic and timeless celebration of
story and product.”
Mark Muller, Editor-In-Chief and Director
R.M.Williams Publishing Pty Ltd.
Our locations
NEW SOUTH WALES
Pyrmont - HQ
L4, 60 Union Street,
Pyrmont
NSW 2009
Warwick Farm
8 Priddle Street,
Warwick Farm
NSW 2170
Moorebank
31-35 Heathcote Road,
Moorebank
NSW 2170
Frenchs Forest
26 Rodborough Road,
Frenchs Forest
NSW 2086
Silverwater
7/108-120 Silverwater Road,
Silverwater
NSW 2128
VICTORIA
Clayton
37-49 Browns Road,
Clayton
VIC 3168
WESTERN AUSTRALIA
Bibra Lake
51 Miguel Road,
Bibra Lake
WA 6163
QUEENSLAND
Geebung
552 Bilsen Road,
Geebung
QLD 4034
Hendra
400 Nudgee Road,
Hendra
QLD 4011
Cairns
246 Hartley Street,
Cairns
QLD 4870
SOUTH AUSTRALIA
Salisbury
168 Cross Keys Road,
Salisbury South
SA 5106
NEW ZEALAND
Auckland
122 Kerrs Road,
Wiri
Auckland 2241
Christchurch
30 Birmingham Drive,
Middleton
Christchurch 8024
UK
London
133 Whitechapel High Street,
London E1 7QA
INDIA
Chennai
Alexander Square,
L3, C Wing,
No.34, 35 Sardar Patel Road
Chennai 600032
16 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 17
Health and safety
Health and safety
Keeping people safe continues to be
a core value at Ovato. The COVID-19
pandemic shifted all focus in the last
four months of the year to the immediate
health and safety of our personnel and
their families.
While our strategic plan was disrupted
by this year, Ovato recorded no positive
cases in Australia and New Zealand.
Sadly, there was one fatality recorded
from our team in Chennai.
HSEQ worked with HR to ensure all sites
engaged in high levels of communication
to ensure controls including personal
protective equipment, cleaning and
hygiene were implemented. We adopted
a cautious approach across our
businesses with any potential cases
remaining at home until a negative test
result was received.
Prior to COVID-19, the Warwick Farm
expansion project was completed free
of any significant injuries across all
employees and contractors. It was great
to see a strong emphasis maintained
throughout the project towards safety,
ensuring induction for all personnel.
We also successfully managed the
re-induction of all employees who moved
from Moorebank to Warwick Farm, risk
assessments for new equipment and tasks
completed and a review of our emergency
response and traffic management plans.
At a group level, Ovato did not achieve its
Total Recordable Injury Frequency Rate
(“TRIFR”) target of 8.56, an ambitious
20% reduction from the previous year
(based on a projected reduction in hours
of 15%) resulting in an overall result of
13.19. Our result was strongly impacted
by the reduction in hours of work and the
associated reductions in volume bought
on by COVID-19. While the number of
injuries increased from 31 to 35, severity
did not increase and we retained a very
strong emphasis on early intervention
and a well-supported return to work.
As teams were put under increased
stress as a result of the pandemic,
Ovato introduced a mental health first
aid training program in line to support
our “Working Safe, Living Well, It’s
ALL About ALL of You” campaign.
Additional support for the mental health
of our personnel was offered by our
partnership with Gallagher Bassett. We
implemented an interactive on-line course
supported by highly qualified personnel
and resources. Our next steps in 2021
focus on embedding this program across
our 26 qualified team members and
creating a forum for sharing and driving
ongoing initiatives targeted at supporting
the overall psychological wellbeing of
our team.
Occupational health and safety
GHG emissions
FY19/20
FY18/19
TRIFR*
13.19
10.09
*Total Recordable Injury Frequency Rate
)
T
K
(
150
100
50
0
5
0
1
5
0
1
9
3
1
6
5
1
3
8
4
8
2020
2019
2018
2017
2016
2015
“ Our commitment to keeping people
safe is a core value of Ovato.”
18 Ovato Limited Annual Report 2020
Ovato Limited Annual Report 2020 19
Directors’ report
For the year ended 30 June 2020
1. Directors
The Directors of Ovato during the financial year were:
CHAIR
Michael Hannan (appointed 19 November 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 2020 and the Auditor’s report thereon. Throughout the report, the consolidated
entity is referred to as the Group.
MANAGING DIRECTOR (“MD”) and
CHIEF EXECUTIVE OFFICER (“CEO”)
Kevin Slaven
NON-EXECUTIVE DIRECTORS
Dhun Karai
Andrew McMaster
Terry Sinclair (resigned 18 November 2019)
Wai Tang (resigned 10 September 2019)
Matthew Bickford-Smith (resigned 18 November 2019)
Matthew Bickford-Smith
NON-EXECUTIVE DIRECTOR
Appointed 2 June 2009
Resigned 18 November 2019
Mr Bickford-Smith was an independent
Non-Executive Director of Ovato since 2009 and
was Chair of the Board of Directors since 2012.
He was a member of the Audit and Risk
Management Committee since 2010. He was
a member of the Appointments and
Compensation Committee from 2009 and was
Chair of that Committee. On 18 November 2019,
Mr Bickford-Smith resigned as Chair of Ovato.
Terry Sinclair
MBA, GradDipMgmt, MAICD
NON-EXECUTIVE DIRECTOR
Appointed 10 October 2017
Resigned 18 November 2019
Mr Sinclair was an independent Non-Executive
Director since 10 October 2017. Mr Sinclair
was a member of the Audit and Risk
Management Committee since 1 December
2017. On 18 November 2019, Mr Sinclair
resigned as a Non-Executive Director of Ovato.
Wai Tang
BAppSc, MBA, GAICD
NON-EXECUTIVE DIRECTOR
Appointed 10 October 2017
Resigned 10 September 2019
Ms Tang was an independent Non-Executive
Director of Ovato since 10 October 2017. Ms
Tang was 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.
Michael Hannan
CHAIR
Appointed 19 November 2019
NON-EXECUTIVE DIRECTOR
Appointed 1 March 2017
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 appointed Chair of Ovato from
19 November 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.
Kevin Slaven
BCom, CA, GAICD
MD AND CEO
Appointed 27 February 2018
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 Deputy
Chair and Treasurer of the Real Media Collective.
Dhun Karai
B Comm, MBA, CA ANZ, MAICD
NON-EXECUTIVE DIRECTOR
Appointed 1 June 2016
Ms Karai has been an independent Non-Executive
Director since 1 June 2016. Ms Karai has been a
member of the Appointments and Compensation
Committee from 31 May 2019 and was appointed
Chair of that Committee on 19 November 2019.
Ms Karai was appointed a member of the Audit
and Risk Management Committee (“ARMC”) on
19 November 2019. She was previously a member
from 1 June 2016 to 30 May 2019. She was Chair
of the ARMC from 26 August 2016 to 30 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).
Andrew McMaster
BCom (Hons), CA
NON-EXECUTIVE DIRECTOR
Appointed 4 October 2018
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
was appointed a member of the Appointments and
Compensation Committee on 19 November 2019.
Mr McMaster has extensive professional financial
and accounting experience, including 27 years as
a partner of KPMG.
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.
20
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 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:
Monthly Board
of Directors
Meetings
Audit & Risk
Management
(“ARMC”) Meetings
Appointments &
Compensation
(“ACC”) Meetings
Adhoc Board
of Directors
Meetings
Attended
Maximum possible attended
Attended
Maximum possible attended
Attended
Maximum possible attended
Attended
Maximum possible attended
Table 1. Directors’ Meetings.
Matthew
Bickford-Smith
Kevin
Slaven
Michael
Hannan
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