Premier Investments Limited

Annual Report 2015

Annual Report 2015 1

John Cheston
Managing Director, Smiggle

Solomon Lew
Chairman

Mark McInnes
CEO Premier Retail

FRONT COVER: International model and 
Brand Ambassador Portmans, Jessica Hart.

Chairman’s Report

The Directors of Premier Investments Limited (“Premier”) are pleased to 
submit to shareholders the Annual Report for the financial year ended 
25 July 2015 which has again been a year of strong financial performance 
by your company.

STRONG FINANCIAL PERFORMANCE
Premier reported consolidated underlying net profit 
before tax (NPBT) of $118.6 million, up 11.9% on the 
previous financial year despite increasing competition for 
the consumer dollar and the impact of a weaker 
Australian Dollar. Premier’s reported net profit after tax 
(NPAT) of $88.1 million represents growth of 20.7% 
compared with the previous financial year.

The Group consolidated result was underpinned by the 
strong performance of our core operating business unit, 
Premier Retail. Under the leadership of Premier Retail 
CEO, Mark McInnes, the 2015 financial year achieved 
record results in sales, margins and profit.

Premier Retail’s underlying profit before tax (PBT) 
increased 16.0% to $100.9 million1, reflecting the 
momentum created by the growth platforms of Smiggle, 
Peter Alexander and Online as well as the continued 
rejuvenation of Premier’s Retail’s core brands.

Full year sales for the Group increased by 6.4% (second 
half up 8.3%) to $945.7 million and like for like (LFL) 
sales increased by 2.2% across the Group with all brands 
achieving sales growth for the year2.

Premier Retail underlying earnings before interest and 
tax (EBIT) was $105.7 million, an increase of 13.9% with 
underlying EBIT margin up 74bps to 11.2%3.

GROWTH INITIATIVES DELIVER
During financial year 2015, Premier Retail continued to 
implement its growth plans driven by the expansion of 
our online platform, growing Peter Alexander across 
Australia and New Zealand and the continued roll-out of 
the unique Smiggle brand and store network across the 
United Kingdom and Singapore.

In a year of many highlights, your Directors are pleased 
to particularly note the following achievements for the 
financial year:

»  Peter Alexander sales increased by 14.9% to 
$140.5 million (up 40% in only two years)

»  We opened 14 new Peter Alexander stores including 

the Brisbane CBD flagship store

»  Smiggle achieved global sales of $132.6 million, up 
26% on financial year 2014 (second half up 36%)
»  We opened 25 new Smiggle stores across Australia, 

New Zealand, United Kingdom and Singapore 
including major new stores in internationally renowned 
shopping centres–ION in Singapore, Westfield London 
and Bluewater in the United Kingdom

»  Total online sales grew 31% on last year (second half 
up 38%) and we enhanced our international online 
capabilities through the launch of “dotti.co.nz” and 
“smiggle.co.uk”. Online sales remain on track to 
achieve the aspiration of 10% of total group sales.

Smiggle has plans to open 16 new stores in the 
United Kingdom during the first half of the new financial 
year including the first store in Wales. We will continue 
to open new stores in the second half of the financial 
year 2016 including the first store in Scotland as Smiggle 
progresses towards its objective of 200 stores in the 
United Kingdom market. The Board remains confident of 
achieving the objective of 200 stores in the United 
Kingdom generating sales of $200 million of annual 
sales within five years.

I was also delighted to recently announce the expansion 
of the Smiggle footprint in Asia through entry into two 
new markets, Malaysia and Hong Kong. The objective is 
to have 50 Smiggle stores operating, between these two 
markets, within five years.

Peter Alexander will also continue to grow store numbers 
aiming for between 10 and 15 new stores over next two 
years in Australia and New Zealand.

1   Underlying NPBT, underlying PBT and underlying EBIT 
excludes non-recurring costs in 2015 financial year 
associated with exit from Jay Jays South Africa joint 
venture ($1.7m) and in 2014 financial year non-recurring 
costs associated with Smiggle UK market entry ($3.1m) 
and supply chain transformation ($4.5m).

3   South Africa joint venture, underlying EBIT excludes 

non-recurring costs in 2015 financial year associated with 
exit from Jay Jays South Africa joint venture ($1.7m) and 
in 2014 financial year non-recurring costs associated with 
Smiggle UK market entry ($3.1m) and supply chain 
transformation ($4.5m).

2  Excluding sales to Jay Jays South African joint venture.

Annual Report 2015 1

Chairman’s Report continued

CORE BRAND TRANSFORMATION
Premier’s core brands again reported solid results 
for the year.

The results reflect returns on carefully targeted 
investments made in line with the previously announced 
transformation initiatives: rejuvenation of core apparel 
brands; gross margin expansion; organisation-wide cost 
efficiency and; supply chain transformation. The Board is 
particularly delighted with the significant improvements 
achieved in the performance and market positioning of 
the Jay Jays brand.

All seven Premier Retail brands are now operating from 
the new Australian Distribution Centre which should 
result in a cost saving of more than $2 million per 
annum over the first three years. The new distribution 
centre also has the scale, capacity and technology to 
handle future growth from online and other 
multi-channels.

BALANCE SHEET STRENGTH AND DIVIDENDS
At the end of the financial year, Premier’s balance sheet 
reported free cash of $281.6 million and its equity 
accounted investment in Breville at $209.5 million. 
The market value of Premier’s holding in Breville was 
$228.9 million at 24 July 20154.

The strong balance sheet, the underlying financial 
performance of Premier Retail and a franking credit pool 
at 2015 financial year end of $208.2 million, allowed the 
Board to again increase dividends for the year. 
The Board declared:

»  an interim ordinary dividend of 21 cents per share fully 

franked in March 2015,

»  a special fully franked dividend of 9 cents per share in 
March 2015 as part of Premier’s capital management 
strategy, and

»  a final fully franked ordinary dividend of 21 cents per 

share in September 2015.

In total the Board declared 51 cents per share fully 
franked for the financial year (2014: 40 cents per share).

We will continue to leverage our balance sheet capacity 
to fund the expansion of growth brands, while still 
retaining a substantial capacity to pursue opportunities 
that may arise in the future. Your Board will also 
continue to be disciplined in its approach to investment 
and will only act where we believe there is a clear and 
long-term benefit for shareholders.

PREMIER TEAM AND BOARD CHANGES
On behalf of the Board and all Shareholders, I would like 
to thank Premier Retail CEO Mark McInnes, his senior 
team and our approximately 6,000 dedicated employees 
across Australia, New Zealand, Singapore and the 
United Kingdom for delivering another strong result in 
a challenging environment. I believe we have in place 
a top class retail team that has enabled us to 
continue to grow our business in an increasingly 
competitive environment.

I would also like to thank my fellow directors for their 
contribution and service over the last year and 
specifically mention Mr. Frank Jones who retired from 
the Board in July 2015. Mr. Jones is a former Chairman 
of the Group and a former Chairman of the Audit and 
Risk Committee. He was Deputy Chairman from 2008 
until his retirement. He has been instrumental in all key 
events in Premier’s history including the original floating 
of Premier in 1987, the selling of Premier’s substantial 
shareholding in Coles Group Limited and the acquisition 
of Just Group Limited. He has made a significant 
contribution to the substantial growth in shareholder 
wealth for Premier shareholders and has been an 
invaluable contributor to the Board. Shareholders will 
have the opportunity to thank Mr. Jones for his 
contribution at the upcoming Annual General Meeting.

Dr David Crean was appointed Independent Deputy 
Chairman following Mr Jones’ retirement. Dr. Crean has 
been on the Premier Board as a Non-Executive 
Independent Director since 2009 and Chairman of the 
Audit and Risk Committee since August 2010. I am 
sure you will join me in congratulating Dr. Crean on 
his appointment.

Finally, thank you to all our shareholders for your 
continued support and investment. The Premier Board 
acknowledge that as shareholders, you are the owners 
of this company and we are committed to acting in your 
best interests and investing your funds with a focus on 
long-term sustainable growth and wealth creation.

I encourage all shareholders to attend the annual 
general meeting on 27 November 2015 and look 
forward to your participation.

4  Based on share price of $6.40 on 24 July 2015.

Solomon Lew 
Chairman and Non-Executive Director

2 Premier Investments Limited

The Directors

Solomon Lew
Chairman and  
Non-Executive Director

Frank W. Jones 
FCA, CPA, ACIS 

(Resigned 25 July 2015)
Deputy Chairman and 
Non-Executive Director

David M. Crean
Deputy Chairman and 
Non-Executive Director

Timothy Antonie 
Non-Executive Director

Lindsay E. Fox AC
Non-Executive Director

Sally Herman
Non-Executive Director

Henry D. Lanzer AM 
B. COM., LLB (Melb) 
Non-Executive Director

Mark McInnes
Executive Director

Michael R.I. McLeod
Non-Executive Director

Gary H. Weiss LLM, J.S.D.
Non-Executive Director

Annual Report 2015 3

Chairman’s Report continued

Solomon Lew
Mr. Lew was appointed as Non-Executive Director and 
Chairman of Premier on 31 March 2008. For many years, 
Mr. Lew has been a director of Century Plaza Investments 
Pty. Ltd., the largest shareholder in Premier and was 
previously Chairman of Premier from 1987 to 1994.
Mr. Lew has over 50 years’ experience in the 
manufacture, importation, wholesaling and retailing of 
textiles, apparel and general merchandise. Mr. Lew’s 
success in the clothing industry has been largely due to 
his ability to read fashion trends and interpret them in the 
Australian market and to efficiently and cost-effectively 
produce quality garments. Property development and the 
acquisition and disposal of equity investments have 
proven to be a profitable and consistent activity for Mr. 
Lew’s family entities. He has, through those family 
entities, made a number of investments in publicly listed 
companies over the years, including investments in Coles 
Myer Limited, Colorado Group Limited and Country Road 
Limited to name a few. Where these investments have 
been sold, it has resulted in substantial profits.
In December 2013, Mr. Lew was appointed to the 
Australian Prime Minister’s Business Advisory Council.
He was the inaugural Chairman of the Mount Scopus 
College Foundation and server for 26 years (1987 – 
2013). He is a member of the Board of Trustees of the 
Sport and Tourism Youth Foundation, a life member of 
The Duke of Edinburgh’s Award World Fellowship, a 
Patron of Opera Australia and a Chairman or director of 
several philanthropic organisations.
Mr. Lew was a director of Coles Myer Limited from 1985 
to 2002, serving as Vice Chairman from 1989, Chairman 
from 1991 to 1995, Executive Chairman in 1995 and Vice 
Chairman in 1995 and 1996. He was also a director of 
the Reserve Bank of Australia from 1992 to 1997.

Frank W. Jones FCA, CPA, ACIS
Mr. Jones is a Fellow of Chartered Accountants Australia 
and New Zealand and an Associate of CPA Australia and 
the Governance Institute of Australia. Mr. Jones has 
extensive experience as a financial and general 
advisor to some of Australia’s leading importing and 
retailing companies.
Mr. Jones served as Chairman of Premier from 1999 to 
2002 and, more recently, from 2007 to 2008. He was a 
member of the Audit and Risk Committee of Premier until 
October 2014 and was the Committee’s chairman until 
31 July 2010. Mr. Jones retired from the Premier Board 
on 25 July 2015.

Dr. David M. Crean
Dr. Crean has been an Independent Non-Executive 
Director of Premier since December 2009, Deputy 
Chairman since July 2015 and is currently the Chairman 
of Premier’s Audit and Risk Committee (appointed 
August 2010).
Dr. Crean was Chairman of the Hydro Electric Corporation 
(Hydro Tasmania) from September 2004 until October 
2014 and was also Chairman of the Business Risk 

Committee at Hydro Tasmania, member of the Audit 
Committee and Chairman of the Corporate 
Governance Committee.
Dr. Crean was State Treasurer from August 1998 to his 
retirement from the position in February 2004. He was 
also Minister for Employment from July 2002 to February 
2004. He was a Member for Buckingham in the 
Legislative Council from 1992 to February 1999, and then 
for Elwick until May 2004. From 1989 – 1992 he was the 
member for Denison in the House of Assembly. From 
1993 – 1998 he held Shadow Portfolios of State 
Development, Public Sector Management, Finance 
and Treasury.
Dr. Crean is also a Board member of the Linfox 
Foundation. Dr. Crean graduated from Monash 
University in 1976 with a Bachelor of Medicine and 
Bachelor of Surgery.

Timothy Antonie
Mr. Antonie was appointed to the Board of Directors on 
1 December 2009. He holds a Bachelor of Economics 
degree from Monash University and qualified as a 
Chartered Accountant with Price Waterhouse. He has 
20 years’ experience in investment banking and formerly 
held positions of Managing Director from 2004 to 
2008 and Senior Adviser in 2009 at UBS Investment 
Banking, with particular focus on large scale mergers and 
acquisitions and capital raisings in the Australian retail, 
consumer, media and entertainment sectors. Mr Antonie 
is also a non-executive director of Village Roadshow 
Limited and Breville Group Limited.

Lindsay E. Fox AC
Mr. Fox has extensive experience in all aspects of the 
transport, distribution and warehousing industries. He is 
the founder of the Linfox Group of Companies. Today, the 
Linfox Group operates one of the largest supply chain 
services businesses with operations in 10 countries. The 
Linfox Group employs over 23,000 people, operates 
4.8 million square metres of warehouses and a fleet of 
more than 5,000 vehicles and carries out distribution 
operations for leading companies across the Asia-Pacific 
region. The Linfox Group includes operations in the areas 
of transport and logistics, airports, property development 
and cash management services.
Mr. Fox has extensive involvement in Australian and 
international circles and, apart from his business interests, 
is well recognised and active in sport and charity work.
In 2010, Victoria University admitted Mr. Fox to the 
degree of Doctor of the University honoris causa for his 
outstanding achievements in the transport industry, for 
his contribution to the community through his sustained 
efforts to reduce unemployment and his campaign 
against youth suicide.
In January 2008, Mr Fox was awarded a Companion of 
the Order of Australia (AC) for continued service to the 
transport and logistics industries, to business through the 
development and promotion of youth traineeships and to 
the community through a range of 
philanthropic endeavours.

4 Premier Investments Limited

He was awarded an Officer of the Order of Australia (AO) 
in 1992 for his contribution to the transport industry and 
the community and he received a Centenary Medal for 
services to the transport industry in 2001.
From September 1992 to December 1993, Mr. Fox 
together with Mr. Bill Kelty introduced a national 
campaign called ‘Work for Australia’. This campaign 
encouraged companies and local communities to 
generate jobs for unemployed with the aid of government 
subsidies and programs. More than 60,000 jobs were 
pledged through their efforts and Mr. Fox and Mr. Kelty 
were awarded ‘Victorians of the Year’ by the Sunday Age.

Sally Herman
Sally Herman is an experienced Non-Executive Director in 
the fields of financial services, retail, manufacturing and 
property. She had a successful executive career spanning 
25 years in financial services in both Australia and the US, 
transitioning in late 2010 to a full time career as a 
Non-Executive Director.
Prior to that, she had spent 16 years with the Westpac 
Group, running major business units in most operating 
divisions of the Group as well as heading up Corporate 
Affairs and Sustainability through the merger with St.
George and the global financial crisis.
Ms. Herman now sits on both listed and unlisted Boards, 
including Breville Group Limited, ME Bank Limited, FSA 
Group Limited (retired 28 November 2014) and Investec 
Property Limited. She also Chairs the Board of Urbis Pty. 
Limited, a leading property advisory firm, and is Chair 
of an independent girls’ school in Sydney.
Ms. Herman holds a BA from the University of NSW 
and is a Graduate of the Australian Institute of 
Company Directors.

Henry D. Lanzer AM B. COM., LLB (Melb)
Henry Lanzer AM is Managing Partner of Arnold Bloch 
Leibler, a leading Australian commercial law firm. Henry 
has over 30 years’ experience in providing legal, corporate 
finance and strategic advice to some of Australia’s 
leading companies.
Mr. Lanzer is a Director of Just Group Limited, Thorney 
Opportunities Limited and the TarraWarra Museum of 
Art and also a Life Governor of the Mount Scopus 
College Council.
He is also Chairman of the Remuneration and 
Nomination Committee for Premier Investments Limited.

In June 2015, Henry was appointed as a Member of 
the Order of Australia.

Mark McInnes
Mr. McInnes is a career retailer with a long track record of 
success in every role he has occupied. Like many great 
retailers, Mark started his career from the shop floor as a 
company cadet for Grace Brothers. Mark has been 
directly responsible for some of Australia’s greatest retail 
success stories – including as a co-founder of the 
Officeworks concept which is today Australia’s largest 
office supply superstore.

Prior to joining Premier, Mark led David Jones to its most 
successful time as a public listed company. Mark spent 
13 years at David Jones – 6 years as Merchandise & 
Marketing Director and 7 years as CEO. From 2003 to 
2010, Mark as CEO and Executive Director of David Jones 
turned the company into a fashion and financial 
powerhouse, creating in excess of $2 billion of 
shareholder value.
Mark was appointed CEO of Premier Retail in April 2011, 
and has set about transforming the company to compete 
in an industry under great structural pressure. Premier 
Retail today has a clear path and a clear focus.
In December 2012, Mark was appointed as an Executive 
Director of Premier Investments Limited. Mark holds an 
MBA from the University of Melbourne.

Michael R.I. McLeod
Mr. McLeod is a former Executive Director of the Century 
Plaza Group and has been involved with the Group since 
1996 as an advisor in the areas of corporate strategy, 
investment and public affairs. He has been a 
Non-Executive Director of Premier Investments Limited 
since 2002 and was a Non-Executive Director of Just 
Group Limited from 2007 to 2013. Past experience 
includes the Australian Board of an international funds 
manager, chief of staff to a Federal Cabinet Minister and 
statutory appointments including as a Commission 
Member of the National Occupational Health and 
Safety Commission.
He holds a Bachelor of Arts (First Class Honours 
and University Medal) from the University of 
New South Wales.

Gary H. Weiss LL.M, J.S.D.
Dr. Weiss holds the degrees of LL.B (Hons) and LL.M (with 
distinction) from Victoria University of Wellington, as well 
as a Doctor of Juridical Science (JSD) from Cornell 
University, New York. Dr. Weiss has extensive international 
business experience and has been involved in numerous 
cross-border mergers and acquisitions.

Dr. Weiss is Chairman of Clearview Wealth Limited and 
Ridley Corporation Limited, Executive Director of Ariadne 
Australia Limited, and a director of Premier Investments 
Limited, Pro-Pac Packaging Limited, Tag Pacific Limited, 
Thorney Opportunities Limited and The Straits Trading 
Company Limited. He was Chairman of Coats Plc from 
2003 until April 2012 and executive director of Guinness 
Peat Group Plc from 1990 to April 2011 and has held 
directorships of numerous companies, including 
Mercantile Investment Company Limited (retired 
25 February 2015) Westfield Group, Tower Australia 
Limited, Australian Wealth Management Limited, Tyndall 
Australia Limited (Deputy Chairman), Joe White Maltings 
Limited (Chairman), CIC Limited, Whitlam Turnbull 
& Co Limited and Industrial Equity Limited.

He has authored numerous articles on a variety of legal 
and commercial topics.

Annual Report 2015 5

Strategic Review Premier Retail

Management continued the rigorous implementation of the six key initiatives outlined in the 2011 Strategic Review.

Focus Area

Status

1

Rejuvenate and 
reinvigorate all five 
core apparel brands.

2 Organisation-wide cost
efficiency program.

3

4

Two phase gross
margin expansion 
program.

Expand and grow the
internet business.

5 Grow Peter Alexander 

significantly.

6 Grow Smiggle 
significantly.

6 Premier Investments Limited

Continued solid results were achieved in all five core brands in 
financial year 2015 (FY15). Jay Jays turnaround strategy is on track 
delivering positive sales growth, whilst Dotti and Portmans 
achieved a strong second half 2015 (2H15) and Just Jeans and 
Jacqui E both continued to deliver growth for the year. The group 
continues to invest in upgrading its existing store network through 
targeted investment that deliver strong returns to shareholders.

Costs of doing business continue to be well controlled despite 
strategic investment in growth initiatives, including online, Peter 
Alexander and Smiggle UK. Store rent declined for established 
brands in FY15 despite inflationary pressures built into leases. Total 
store rent increased due to the ongoing growth of Peter Alexander 
in Australia and New Zealand and Smiggle globally. Salaries 
continued to be tightly controlled with improved labour 
productivity for the established brands. During the year, 15 loss 
making stores were closed, as part of an ongoing program to 
improve the portfolio profitability. Our new Australian national 
distribution centre is now complete with all seven brands and 
online operating out of the Premier Investments owned facility 
based in Melbourne.

Premier Retail’s gross margin expanded during the year despite the 
weaker AUD and highly competitive market. Strategies to offset 
the impact of the weaker AUD have been effectively implemented 
across all brands and markets. Direct sourcing initiatives continuing 
to deliver benefits from new suppliers and countries, which 
combined with our ongoing focus on markdown management is 
expected to support margin going forward.

Total online sales for FY15 were up 31% – well ahead of market 
growth. The online channel remains extremely profitable. 
Investment is continuing in technology, people and marketing 
to achieve our aspirational goal of 10% of total group sales 
from online sales.

Peter Alexander remains on track to achieve the three year 
strategic growth plan with sales growth of 14.9% in FY15, and 
almost 40% over the last two years. 14 new stores were opened in 
FY15, including a new flagship Brisbane CBD store. Peter Alexander 
is an established destination during key gift giving times which 
remains a focus alongside delivering unique customer experiences 
every day in store and online.

Smiggle global sales grew by 26% in FY15, with strong sales 
growth in all markets. The expansion into the UK continues to be a 
success with 24 stores and online trading at end of FY15 and a 
further 16 stores targeted to open by Christmas 2015. The UK 
market has enormous potential with the personal stationery 
market valued at $2.4 billion.

Brand Performance Premier Retail

Peter Alexander delivered outstanding growth of 14.9% in FY15. Judy Coomber, Managing Director Peter 
Alexander and Peter Alexander, Creative Director are firmly on track to deliver our three year plan objectives. 
14 new stores were opened during the year (10 in Australia and 4 in New Zealand).

Smiggle achieved exceptional growth of 26% in FY15 with strong growth in all markets. Led by John Cheston, 
Managing Director Smiggle, it has been an exceptional year for the brand with a focus on innovative product which 
continues to be well received in the established markets and has been embraced by the UK fans. 24 stores plus online 
were trading in the UK at the end of FY15, with a further 16 targeted to open by Christmas 2015. 

Dotti, led by David Bull, delivered another strong result in a highly competitive market, particularly in the 2H15 
via a reinvigorated core merchandise strategy. The brand has a world class digital platform which delivered 29% 
growth on last year. A New Zealand dedicated website was also launched which has traded ahead of plan since 
operations commenced. “Dotti Girls” social media program continues to enhance customer engagement.

Portmans, under the leadership of Jade Holgate, delivered an impressive result in 2H15 through a strong recovery in all 
apparel categories, particularly seasonal categories of coats and knitwear. The group continues to invest in ensuring our 
multi-channel capability is world class, with Portmans achieving 41% growth on last year from the online channel. The 
investment in Jess Hart as Brand Ambassador continues to deliver a strong brand campaign. 

Jacqui E delivered profit growth in FY15 under Karen Russell’s leadership. The focus on product excellence delivered 
a strong performance in the “pants perfected range”, the dress category and with a focus on item work wear 
jackets. Supported by a strong brand campaign, led by our ambassador Tara Moss, the band continues to build a 
destination for work wear. 

Under Matthew McCormack’s leadership, the brand continues to implement its “Anchored in Denim” 
strategy that has delivered strong denim growth over the year. The new branded denim ranges (e.g. 
Guess) have delivered solid results. A new store format will be launched in first half financial year 
2016 with the opening of a new Sydney CBD store.

The Jay Jays turnaround is on track with sales growth throughout FY15. The brand’s new store 
format has been well received in the 6 stores completed in 2H15, with a further 6 stores to be 
upgraded to the new format in first half financial year 2016. 

Annual Report 2015 7

Internet

Online sales up for the financial year – well ahead of market growth.

ONLINE SALES GROWTH FY15

45%

40%

35%

30%

25%

20%

15%

10%

5%

0%

+31%

+8.6%

NAB Australian 
Fashion Online 
Sales Growth

Just Group FY15 
Annual Online 
Sales Growth

Rest of the world 14%

Note:  NAB Online Retail Sales Index – July 2015, published 1 September 2015.  

Reported Australian online retail sales in the fashion category grew by 8.6% in the 12 months to July 2015

China 86%

»  All brands significantly outperformed the market. Portmans grew at 41%, Dotti grew at 29% and 

Just Jeans at 26%. Peter Alexander, our most established online business had growth at 21% 

»  Online channel remains extremely profitable

» Now trading online in 3 markets with the successful launch of “smiggle.co.uk” 

» Successful launch of “dotti.co.nz” 

»  Investment continuing in technology, people and marketing. The FY15 result has been delivered through 

new initiatives including:

  –  Mobile & desktop optimised sites and email program

  –  Optimised affiliate program acquiring new customers

  –  Customer re-targeting programs driving repeat visitation and loyalty

  –  Personalised product and content recommendations driving conversion

  –  Optimised companywide online events

»  Multi channel initiatives continue to provide valuable sales growth and enhanced customer experiences:

  –  “Store to door” delivering incremental sales

  – 

 Ongoing growth of customer databases and personalised content supporting sales growth across all 
channels

  –  New Australian distribution centre to support significant further growth.

8 Premier Investments Limited

Smiggle International Growth

Continued success in rolling out the Smiggle brand in the United 
Kingdom, following the launch of the first store at Westfield Stratford in 
February 2014. The company’s plans are well underway.

»  16 new stores in the UK in FY15, with 24 stores operating by the end of FY15

»  Launched a dedicated UK online store - smiggle.co.uk 

» A further 16 new stores targeted to open by Christmas 2015

»  The management team continues to believe that the potential exists for 200 stores 

across the UK with sales of $200 million over the next five years 

»  First stores in Wales and Scotland planned to open in financial year 2016

»  John Cheston, Managing Director of Smiggle has a proven track record of success 

in all four countries we operate in.

Annual Report 2015 9

Peter Alexander Growth

The brand’s three year growth plan is well underway delivering 40% growth over 
the last two financial years, with total sales growth of 14.9% in FY15.

»  14 new stores opened

»  89 stores now operating

»  Potential for a further 10-15 new stores across Australia and New Zealand over the next 2 years, 

with 8 confirmed to open prior to Christmas 2015

»  Online sales growth of 21%

»  Database growth of 53%, Facebook followers increased by 19%

»  New product initiatives include bed linen, bridal, footsies, with continued focus on Childrenswear

»  Continued investment in existing store portfolio to support further growth and improve operations, 

capacity and store appearance.

10 Premier Investments Limited

Our Commitment To Business Sustainability

Premier acknowledges the importance of respecting our stakeholders, 
including employees, shareholders, customers and suppliers. 

PEOPLE

COMMUNITY

ENVIRONMENT

ETHICAL SOURCING

» Attraction and retention
» Development
» Reward and recognition
» Workplace Safety

»  Peter Alexander and RSPCA/

PAW JUSTICE

»  Smiggle Community 

Partnerships

»  Support Centre Charity 

Events

» Packaging Stewardship
» Waste and Recycling
» Energy efficiency

»  Our sourcing models, 
principles & policies

» Our Assurances
»  Membership of the Alliance 
for Bangladesh Worker 
Safety

»  Our activities in Bangladesh
»  Ethical Raw Material 

Procurement

We are committed to a long term goal of delivering 
sustainable value through the effective use of our resources 
and relationships. This goal influences how we behave and 
impacts everything we do.

OUR COMMITMENT TO OUR PEOPLE
Our goal is for Premier to attract, retain and motivate 
high calibre employees. Our outstanding leadership team 
have developed and nurtured a culture that supports our 
success. We value speed, integrity, energy, and results. 
We have a ‘can do’ culture in which employees see the 
difference they make. 

TOTAL 
EMPLOYEES

% FEMALE

RETENTION RATE 
IMPROVEMENT

7,000+

90%

13%

ATTRACTION AND RETENTION 

At the end of the financial year, Premier employed over 6,000 
staff across four countries. By Christmas 2015, Premier will 
employ over 7,000 staff. 

Premier believes that it is important to ensure that all team 
members enjoy a workplace which is free from discrimination; 
we believe our staff perform the best when they can be 
themselves at work and so we strongly support gender, age, 
sexual orientation, disability and cultural diversity at work. In 
FY2015, 90% of our total team members are woman, who 
held 68% of the positions in our senior management team.
We rely on the passion and commitment of our employees to 
achieve the results we do. We value and respect our talented 
people and were pleased to achieve a year on year improved 
retention rate in Australia of 13% and 9% in New Zealand.

DEVELOPMENT 
Premier provides ongoing and regular training opportunities 
throughout the year to develop and support our future 
aspiring leaders. This year we held up to 100 training 
and development workshops led by our People & Culture 
Managers and Senior Leaders. 

REWARD AND RECOGNITION
We recognise and reward outstanding contributions to our 
group results, both individually and for team performance. Our 
annual awards in FY15 celebrated a total of 119 employees for 
their excellent performance and contribution to achieving our 
goals. In addition, we reward our top stores and staff across 
all seven brands globally via our annual ‘Just Group Excellence 
Awards’. The top performing Regional Managers, Store 
Managers  and Visual Merchandiser Managers for each of our 
brands are rewarded publicly amongst their peers for their 
great leadership and delivery of the FY15 results.

WORKPLACE SAFETY
Premier is committed to the prevention of workplace injury and 
lost time. We want to create a culture where all employees feel 
responsible for all aspects of health and safety. ‘Play it Safe’ 
has become part of our culture. Workplace safety is considered 
in all our business decisions, including workplace design 
and development, supply chain, visual merchandising and 
store planning. We have clear and measurable performance 
targets. However, in the event that a work related injury or 
illness occurs, we are also committed to supporting affected 
employees to return to work and continuing their career.

We will continue to develop Premier as a great place to work, 
and a great company in which our team build their careers.

Annual Report 2015 11

Our Commitment to the Community

Premier has a long history of philanthropic support, particularly with our 
Peter Alexander and Smiggle brands. 

PETER ALEXANDER AND THE RSPCA
As much as Peter Alexander has become famous for his 
pyjamas, he has also become known for his dogs, and is 
a huge supporter of animal welfare organisations. Peter 
Alexander has worked closely for the last 10 years with  
the RSPCA in Australia, and for the last two years with 
Paw Justice in New Zealand. Our work has included a 
variety of fundraising activities which raise awareness for 
animal charities. 

Working with the RSPCA, Peter has raised over $460,000 
contributing to RSPCA shelters, which care for more than 
140,000 animals every year supporting rescue, rehabilitation 
and rehoming unwanted, stray and injured animals. 
Peter has been awarded the status of RSPCA Ambassador 
in recognition of his efforts. 

PETER HAS RAISED OVER 

$479,000

CONTRIBUTING TO RSPCA SHELTERS IN AUSTRALIA 
AND PAW JUSTICE IN NEW ZEALAND.

SMIGGLE COMMUNITY PARTNERSHIPS
Premier and our Smiggle brand also support a number of 
children’s charities, organisations and educational programs. 
Plus, countless community fundraising initiatives both locally 
and abroad, for schools, sporting, and educational events. 
In last financial year we have donated over $102,000 in 
products across four countries.

Peter Alexander with Butch on his right and Betty on his lap.

PETER ALEXANDER AND PAW JUSTICE 
In 2014, aligned with the growing presence of Peter 
Alexander in New Zealand, we partnered with the NZ animal 
charity Paw Justice, and over the last 2 years have raised 
close to $25,000. 
Paw Justice works to stop violent animal abuse; and 
they have been instrumental in focusing the New Zealand 
public’s attention on the need for reform of animal welfare 
laws through youth education and advocacy for pets. 

PETER ALEXANDER AND THE HARGREAVES ESTATE
Each year Peter dreams up a new and creative way to 
fundraise through Peter Alexander stores. In FY15, he 
approached Mr Men & Little Miss author Roger Hargreaves’ 
estate to raise money for animal charities. The limited 
edition ‘Little Miss Hug and Penny the Dog’ book featured 
the Peter Alexander brand ambassador Penny in a story 
about celebrating equality and promoting acceptance 
of people’s differences. All money raised from the books 
went directly to the RSPCA in Australia and Paw Justice 
in New Zealand.

In the last financial year we have helped raise close to 
$110,000 for the RSPCA in Australia and over $19,000 for 
Paw Justice in New Zealand.

12 Premier Investments Limited

Our Commitment To The Environment

replace paper based reporting and provided all staff with 
tablets. This has delivered 2.1 tonne reduction in paper 
usage. All weekly retail reporting, forms, reference and 
administrative material is now stored and accessible via 
mobile technology. 

Across our network of stores, reuse is always our first 
option. Specific initiatives relate to plastic hangers and 
carton packaging. In store, plastic hangers are first reused, 
and if there is an oversupply our supplier collects and 
repackages those hangers for reuse or to be fully recycled. 
Additionally, all cartons are reused to facilitate movement 
of stock between our stores. In the balance of instances 
we will utilise our shopping centre recycling facilities.

ENERGY EFFICIENCY
Premier recognises the importance of energy efficient, 
low environmental impact lighting systems and since 
2012 have adhered to new improved lighting standards 
to efficiently manage our energy consumption in all of 
our stores. This has resulted in an investment to our 
store network and upgrade of 175 stores to LED lighting. 
This initiative has subsequently meant less heat, thereby 
reducing the overall heat load on our stores and reduced 
investment in cooling requirements. In addition this has 
led to a dramatic reduction in ongoing maintenance and 
light bulb replacement. This standard has been maintained 
for all 143 new store fit-outs. Across our existing store 
network all old bulbs are recycled and we are looking 
to complete a “like for like” conventional to LED lamp 
replacement program. For example our Southland Just 
Jeans Store replaced existing lights with LED lamps and 
achieved 62% reduction in electricity consumption. 

With the active participation of our employees, we believe 
that our focus on environmental issues will make our 
business more efficient, drive customer and employee 
connection, and have a positive impact in the communities 
in which we operate.

PACKAGING STEWARDSHIP
Premier is committed to managing and reducing the 
impact our business operations have on the environment. 
Premier is a signatory to the Australian Packaging 
Covenant, a voluntary agreement between government 
and industry which provides companies with the tools 
to be more involved in reducing their impact on the 
environment through sustainable packaging design, 
recycling and product stewardship. Premier has submitted 
a 5 year Action Plan outlining its objectives in relation to: 

1. Optimising packaging to reduce environmental impacts;

2. Increasing the collection and recycling of packaging;

3. Commitment to product stewardship; and 

4. Implementation of Sustainable Packaging Guidelines.

All plastic shopping bags used by the group are made 
using EPI technology designed to control and manage the 
lifetime of products made from the most common plastics 
to assist in the breakdown, degrade and subsequent 
biodegrade process.

WASTE AND RECYCLING
Premier has extensive recycling and sustainable practices 
across our network of Stores, Distribution Centres and 
Support Centre. Our Distribution Centres executes on-site 
recovery systems for recycling used packaging and follows 
Sustainable Packaging Guidelines. All carton packaging 
uses recycled content. Cartons are reused to facilitate 
the replenishment of stock, or where necessary waste 
packaging is compacted and collected for recycling. We 
have partnered with Orora, a signatory to the Australian 
Packaging Covenant, to collect and process in line with 
their recycling procedures. Orora’s recycling business 
specialises in paper and cardboard, among others, which 
is then used as the major input at their recycled paper mill, 
to produce 100% recycled paper.
Our Support Centre recycles all paper and has commenced 
new co-mingled recycling program for glass and plastics 
on every floor in our entire building. All paper purchased 
for our Support Centre, is accredited from The Forest 
Stewardship Council sources, an international network 
which promotes responsible management of the world’s 
forests. All necessary printing at our support centre is 
activated by personalised swipe access only to release 
print. This initiative has seen a significant reduction 
in waste paper printing, as it removes entirely non-
collection of printouts. For our state management teams 
we developed a web based retail reporting suite to 

Annual Report 2015 13

Our Commitment to Ethical Sourcing 

Premier commits to the highest standards of ethical 
conduct and responsible product sourcing practices.

We support this commitment by our models for sourcing 
products, the principles that back up those models, 
together with our policies and assurance program.

OUR SOURCING MODELS, PRINCIPLES & POLICIES
We share our customers’ full engagement in understanding 
where products come from, how products are made and 
the way that people who manufacture those products are 
treated.

With this in mind, we use the following sourcing models:

»  direct sourcing from factories with whom we work in 

close partnership

»  through Li & Fung, the world’s largest sourcing company 

for major retailers and brands around the world

In addition, we work with known established and trusted 
Australian importers.

We currently source products in the following countries: 
Bangladesh, China, India, Indonesia, Italy, Korea, Sri Lanka, 
Taiwan, Vietnam.

+30.8%

SOURCE COUNTRIES (THE JUST GROUP, UNITS)

Rest of the world 14%

+8.6%

NAB Australian 

Fashion Online 

Sales Growth

Just Group FY15 
Annual Online 

Sales Growth

45%

40%

35%

30%

25%

20%

15%

10%

5%

0%

China 86%

Our Ethical Sourcing and Supply Code (Code) supports our 
commitment to sourcing merchandise that is produced 
according to these principles, regardless of origin.

All suppliers must sign our supply terms and conditions, 
of which the Code is part, prior to any orders being placed. 
We will not do business with a supplier who does not 
comply with the Code.

Among other things, we note that our supply terms 
and the Code:

»  requires compliance with all laws (and/or requires our 

suppliers to meet higher standards)

»  insists on the free association of workers, including the 

right to collectively bargain and be represented
»  requires labour to be voluntary, without workers 

being required to lodge deposits 
(eg. for recruitment fees etc.)

14 Premier Investments Limited

In each case our model is supported by the 
following strict sourcing principles:

1.  We comply with all laws in the countries we source 

from and operate.

2.  We insist on workers’ legal rights – including worker 

empowerment and free association.
3.  We have zero tolerance for child labour.
4.  We have zero tolerance for bribery and corruption.
5.  We have zero tolerance for animal cruelty.

»  prohibits forced labour (including child labour)
»  insists on worker rights such as the right to work in safe, 
hygienic premises where working hours are not excessive

»  requires the payment of the minimum national legal 

standards or local benchmark standards (whichever is 
higher), and, in relation to full time workers, sufficient to 
meet basic needs and to provide discretionary income

»  prohibits unauthorised sub-contracting – meaning 
that we have a fully transparent relationship with 
our suppliers

»  prohibits discrimination on the basis of personal 

attributes as well as union membership or 
political affiliations

ASSURANCES WHICH SUPPORT OUR SOURCING 
PRINCIPLES
Background checks. We conduct thorough and ongoing 
compliance activities of all suppliers directly and through 
Li & Fung and qualified audit firms.

Factory inspections. Senior management personally 
inspect all factories that manufacture for us. We continue 
factory visits throughout our relationship with our suppliers 
to ensure our principles are strictly adhered to.

BANGLADESH SOURCING
Background

Bangladesh’s economic and social development relies 
on the expansion and strength of the garment sector, 
including through investment by international retailers. 
The garment industry comprises around 80% of all 
Bangladesh export earnings, is a significant contributor to 
GDP, and employs over 4 million workers, most of whom 
are women. Premier currently sources a portion of its 
Just Jeans and Jay Jays branded products in Bangladesh 
and we highlight our program in this country in the interest 
of full transparency.

MEMBERSHIP OF THE ALLIANCE FOR BANGLADESH 
WORKER SAFETY

Since 2013 we have been a proud signatory to the 
Alliance for Bangladesh Worker Safety. This is a legally 
binding five year commitment to work with some of the 
world’s largest apparel retailers including the following 
companies: Nordstrom, Gap, Target, Sears, J.C. Penney, 
Hudson’s Bay and Macy’s. 

Together we will invest in worker safety, improved 
conditions and transparent reporting in a results 
oriented, measurable and verifiable way.

While much progress has been made by the industry 
in Bangladesh, challenges remain. To this end, the 
Alliance’s achievements to date include:

»  inspection of 100% of member factories (including all 

of our factories)

»  publication on the Alliance website of all factory 

inspection results, along with corrective action plans 
for any factories requiring remediation (including all of 
our factories)

»  in partnership with the International Finance 

Corporation, a $50 million low-cost long-term facility 
to assist factories to undertake remediation 

»  an anonymous worker helpline program in over 400 

member factories, with completion across all factories 
expected to take place by January 2016 (including all 
of our factories)

»  Fire and safety training for 1.1 million workers in 

all member factories (including all of our factories). 
Plus following the Nepal Earthquake, the Alliance is 
now integrating earthquake preparedness into their 
training programs.

Further, the Alliance for Bangladesh Worker Safety 
collaborates with all parties in country – including the 
Bangladesh government, NGOs, factory workers and the 
Accord on Fire & Building Safety in Bangladesh. Both 
the Alliance and the Accord share common priorities, 
including a relentless focus on workers generally, as 
well as building integrity and safety – all supported by 
financial commitments and good governance.

All initiatives of the Alliance are publicly available at  
www.bangaladeshworkersafety.org

OUR ACTIVITIES IN BANGLADESH
Our operational processes have included the 
establishment of our own office in Bangladesh, which 
we opened in March 2014. Our investment in on 
the ground infrastructure in Bangladesh, including 
employing staff at our sourcing office directly, 
supports  our audit and compliance activities in that 
market with particular focus on social compliance 
and safety which includes:

1.  Senior management personally inspect ALL factories 

that manufacture for us prior to commencing 
business. We continue factory visits throughout our 
relationship with our suppliers to ensure our principles 
are strictly adhered to. Our Code includes the ability 
for us to make unannounced visits in Bangladesh for 
the purposes of our audit and compliance activities.

2.  Prior to placing orders with any factory, we also 
engage independent internationally recognised 
qualified assessment and audit firms to verify 
compliance with all local laws and safety conditions, 
in relation to labour and safety issues including fire 
and building integrity.

3.  During manufacturing, our globally independent 

audit firm Intertek inspect all orders. To-date we have 
achieved a 100% inspection rate of all our orders in 
all of our factories.

4.  In addition, if the factories are not member factories 
of either the Alliance or the Accord, then we will 
not conduct business with them. Factories must 
be inspected for compliance with Alliance safety 
standards before they can be approved by the Alliance 
for production.

As noted; the Alliance has conducted fire safety training 
at all factories we source from and all employed staff 
have received this training.
We are fully engaged in this process with a committed 
and responsible work program in Bangladesh.

ETHICAL RAW MATERIAL PROCUREMENT
Our sourcing commitment is supported by the following 
initiatives relating to fibre procurement:

»  Rabbit angora 

We confirm that we will not source products 
containing rabbit angora until we can be completely 
confident that the ethical standards of rabbit angora 
farming are assured and independently audited.

»  Cotton  

We will not source cotton harvested in Uzbekistan. 
We will maintain this position until the government of 
Uzbekistan ends the practice of forced child and adult 
labour in its cotton sector. To this end, we recently 
signed the Pledge against Child and Adult Forced 
Labour in Uzbek Cotton.

»  Azo Dyes  

We have voluntarily adopted the EU standard whereby 
we prohibit the manufacture and sale of goods which 
contain prohibited levels of the specific aromatic 
amines originating from a small number of azo dyes.

»  Sandblasted denim  

The harmful practice of ‘sandblasting’ denim with silica 
based powders has been discontinued in our business 
since 2011.

Annual Report 2015 15

Our Business

CODE OF CONDUCT
Premier acknowledges the importance of respecting our 
stakeholders, including team members, shareholders, 
customers and suppliers. We also know that by respecting and 
working with the communities in which we operate we can 
make an impact.

Our Code of Conduct outlines our legal, moral and ethical 
obligations which are underpinned by the behaviours we 
expect of all of our stakeholders.

The principles ensure that we:
»  Foster a culture in which all stakeholders including 

customers, shareholders and fellow team members are 
treated with respect

»  Comply with the law and Premier policies
»  Protect company assets, information and reputation
»  Provide a safe workplace for our team members and visitors
»  Develop a culture where professional integrity and ethical 

behaviour is valued.

As part of this focus, team members are regularly required to 
complete the Code of Conduct training. In addition, we have 
an Advisory Line telephone service for all issues and complaints 
under this Code.

SHRINKAGE
Shrinkage is the loss of merchandise that can be attributed 
to product theft or through administrative handling process. 
Premier has a shrinkage reduction strategy in place with 
processes and education aimed at reducing these losses. In the 
last financial year, Premier delivered the fifth consecutive year 
of improved shrinkage results and we will continue to maintain 
this focus into the future.

16 Premier Investments Limited

Premier Investments Limited
A.C.N. 006 727 966

Financial Report
For the Period  
27 July 2014 To 25 July 2015

Annual Report 2015 A

Contents

Directors’ Report  

Auditor’s Independence Declaration  

Statement of Comprehensive Income  

Statement of Financial Position  

Statement of Cash Flows  

Statement of Changes In Equity  

Notes to the Financial Statements  

Directors’ Declaration  

Independent Auditor’s Report to the  
Members of Premier Investments Limited  

Corporate Governance Statement  

ASX Additional Information as at 
30 September 2015 

Corporate Directory 

2

34

35

36

37

38

39

102

103

105

121

123

DIRECTORS’ REPORT 

The Board of Directors of Premier Investments Limited (A.B.N. 64 006 727 966) has pleasure in submitting its 

report in respect of the financial year ended 25 July 2015. 

The directors present their report together with the consolidated financial report of Premier Investments 

Limited (the “Company”) and its controlled entities (the “Group”) for the period 27 July 2014 to 25 July 2015, 

together with the independent audit report to the members thereon. 

DIRECTORS 

The names and details of the Company’s Directors in office during the financial year and until the date of the 

report are as follows.  Directors were in office for this entire period unless otherwise stated. 

Solomon Lew    Chairman and Non-Executive Director 

Mr. Lew was appointed as Non-Executive Director and Chairman of Premier on 31 March 2008. For many 

years, Mr. Lew has been a director of Century Plaza Investments Pty. Ltd., the largest shareholder in Premier 

and was previously Chairman of Premier from 1987 to 1994. 

Mr. Lew has over 50 years’ experience in the manufacture, importation, wholesaling and retailing of textiles, 

apparel and general merchandise. Mr. Lew’s success in the clothing industry has been largely due to his 

ability to read fashion trends and interpret them in the Australian market and to efficiently and cost-effectively 

produce quality garments. Property development and the acquisition and disposal of equity investments have 

proven to be a profitable and consistent activity for Mr. Lew’s family entities. He has, through those family 

entities, made a number of investments in publicly listed companies over the years, including investments in 

Coles Myer Limited, Colorado Group Limited and Country Road Limited to name a few. Where these 

investments have been sold, it has resulted in substantial profits.  

In December 2013, Mr. Lew was appointed to the Australian Prime Minister’s Business Advisory Council. 

He was the inaugural Chairman of the Mount Scopus College Foundation and server for 26 years (1987 – 

2013). He is a member of the Board of Trustees of the Sport and Tourism Youth Foundation, a life member of 

The Duke of Edinburgh’s Award World Fellowship, a Patron of Opera Australia and a Chairman or director of 

several philanthropic organisations. 

Mr. Lew was a director of Coles Myer Limited from 1985 to 2002, serving as Vice Chairman from 1989, 

Chairman from 1991 to 1995, Executive Chairman in 1995 and Vice Chairman in 1995 and 1996. He was 

also a director of the Reserve Bank of Australia from 1992 to 1997. 

Frank W. Jones    FCA, CPA, ACIS    Deputy Chairman and Non-Executive Director (Resigned 25 July 

2015) 

Mr. Jones is a Fellow of Chartered Accountants Australia and New Zealand and an Associate of CPA 

Australia and the Governance Institute of Australia. Mr. Jones has extensive experience as a financial and 

general advisor to some of Australia’s leading importing and retailing companies. 

Mr. Jones served as Chairman of Premier from 1999 to 2002 and, more recently, from 2007 to 2008. He was 

a member of the Audit and Risk Committee of Premier until October 2014 and was the Committee’s chairman 

until 31 July 2010. Mr. Jones retired from the Premier Board on 25 July 2015.

1 Premier Investments Limited

2 

 
 
 
 
 
DIRECTORS’ REPORT 

The Board of Directors of Premier Investments Limited (A.B.N. 64 006 727 966) has pleasure in submitting its 
report in respect of the financial year ended 25 July 2015. 

The directors present their report together with the consolidated financial report of Premier Investments 
Limited (the “Company”) and its controlled entities (the “Group”) for the period 27 July 2014 to 25 July 2015, 
together with the independent audit report to the members thereon. 

DIRECTORS 

The names and details of the Company’s Directors in office during the financial year and until the date of the 
report are as follows.  Directors were in office for this entire period unless otherwise stated. 

Solomon Lew    Chairman and Non-Executive Director 

Mr. Lew was appointed as Non-Executive Director and Chairman of Premier on 31 March 2008. For many 
years, Mr. Lew has been a director of Century Plaza Investments Pty. Ltd., the largest shareholder in Premier 
and was previously Chairman of Premier from 1987 to 1994. 

Mr. Lew has over 50 years’ experience in the manufacture, importation, wholesaling and retailing of textiles, 
apparel and general merchandise. Mr. Lew’s success in the clothing industry has been largely due to his 
ability to read fashion trends and interpret them in the Australian market and to efficiently and cost-effectively 
produce quality garments. Property development and the acquisition and disposal of equity investments have 
proven to be a profitable and consistent activity for Mr. Lew’s family entities. He has, through those family 
entities, made a number of investments in publicly listed companies over the years, including investments in 
Coles Myer Limited, Colorado Group Limited and Country Road Limited to name a few. Where these 
investments have been sold, it has resulted in substantial profits.  

In December 2013, Mr. Lew was appointed to the Australian Prime Minister’s Business Advisory Council. 

He was the inaugural Chairman of the Mount Scopus College Foundation and server for 26 years (1987 – 
2013). He is a member of the Board of Trustees of the Sport and Tourism Youth Foundation, a life member of 
The Duke of Edinburgh’s Award World Fellowship, a Patron of Opera Australia and a Chairman or director of 
several philanthropic organisations. 

Mr. Lew was a director of Coles Myer Limited from 1985 to 2002, serving as Vice Chairman from 1989, 
Chairman from 1991 to 1995, Executive Chairman in 1995 and Vice Chairman in 1995 and 1996. He was 
also a director of the Reserve Bank of Australia from 1992 to 1997. 

Frank W. Jones    FCA, CPA, ACIS    Deputy Chairman and Non-Executive Director (Resigned 25 July 
2015) 

Mr. Jones is a Fellow of Chartered Accountants Australia and New Zealand and an Associate of CPA 
Australia and the Governance Institute of Australia. Mr. Jones has extensive experience as a financial and 
general advisor to some of Australia’s leading importing and retailing companies. 

Mr. Jones served as Chairman of Premier from 1999 to 2002 and, more recently, from 2007 to 2008. He was 
a member of the Audit and Risk Committee of Premier until October 2014 and was the Committee’s chairman 
until 31 July 2010. Mr. Jones retired from the Premier Board on 25 July 2015.

Annual Report 2015 2

2 

 
 
 
 
 
DIRECTORS’ REPORT 
DIRECTORS’ REPORT 
(CONTINUED) 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

Dr. David M. Crean    Deputy Chairman (appointed 25 July 2015) and Non-Executive Director 
Dr. David M. Crean    Deputy Chairman (appointed 25 July 2015) and Non-Executive Director 

Lindsay E. Fox AC    Non-Executive Director 

Dr. Crean has been an Independent Non-Executive Director of Premier since December 2009, Deputy 
Dr. Crean has been an Independent Non-Executive Director of Premier since December 2009, Deputy 
Chairman since July 2015 and is currently the Chairman of Premier’s Audit and Risk Committee (appointed 
Chairman since July 2015 and is currently the Chairman of Premier’s Audit and Risk Committee (appointed 
August 2010). 
August 2010). 

Dr. Crean was Chairman of the Hydro Electric Corporation (Hydro Tasmania) from September 2004 until 
Dr. Crean was Chairman of the Hydro Electric Corporation (Hydro Tasmania) from September 2004 until 
October 2014 and was also Chairman of the Business Risk Committee at Hydro Tasmania, member of the 
October 2014 and was also Chairman of the Business Risk Committee at Hydro Tasmania, member of the 
Audit Committee and Chairman of the Corporate Governance Committee. 
Audit Committee and Chairman of the Corporate Governance Committee. 

Dr. Crean was State Treasurer from August 1998 to his retirement from the position in February 2004. He 
Dr. Crean was State Treasurer from August 1998 to his retirement from the position in February 2004. He 
was also Minister for Employment from July 2002 to February 2004. He was a Member for Buckingham in the 
was also Minister for Employment from July 2002 to February 2004. He was a Member for Buckingham in the 
Legislative Council from 1992 to February 1999, and then for Elwick until May 2004. From 1989 – 1992 he 
Legislative Council from 1992 to February 1999, and then for Elwick until May 2004. From 1989 – 1992 he 
was the member for Denison in the House of Assembly. From 1993 – 1998 he held Shadow Portfolios of 
was the member for Denison in the House of Assembly. From 1993 – 1998 he held Shadow Portfolios of 
State Development, Public Sector Management, Finance and Treasury. 
State Development, Public Sector Management, Finance and Treasury. 

Dr. Crean is also a Board member of the Linfox Foundation. Dr. Crean graduated from Monash University in 
Dr. Crean is also a Board member of the Linfox Foundation. Dr. Crean graduated from Monash University in 
1976 with a Bachelor of Medicine and Bachelor of Surgery. 
1976 with a Bachelor of Medicine and Bachelor of Surgery. 

Mark McInnes    Executive Director 
Mark McInnes    Executive Director 

Mr. McInnes is a career retailer with a long track record of success in every role he has occupied. Like many 
Mr. McInnes is a career retailer with a long track record of success in every role he has occupied. Like many 
great retailers, Mark started his career from the shop floor as a company cadet for Grace Brothers. Mark has 
great retailers, Mark started his career from the shop floor as a company cadet for Grace Brothers. Mark has 
been directly responsible for some of Australia’s greatest retail success stories – including as a co-founder of 
been directly responsible for some of Australia’s greatest retail success stories – including as a co-founder of 
the Officeworks concept which is today Australia’s largest office supply superstore.  
the Officeworks concept which is today Australia’s largest office supply superstore.  

Prior to joining Premier, Mark led David Jones to its most successful time as a public listed company. Mark 
Prior to joining Premier, Mark led David Jones to its most successful time as a public listed company. Mark 
spent 13 years at David Jones – 6 years as Merchandise & Marketing Director and 7 years as CEO. From 
spent 13 years at David Jones – 6 years as Merchandise & Marketing Director and 7 years as CEO. From 
2003 to 2010, Mark as CEO and Executive Director of David Jones turned the company into a fashion and 
2003 to 2010, Mark as CEO and Executive Director of David Jones turned the company into a fashion and 
financial powerhouse, creating in excess of $2 billion of shareholder value. 
financial powerhouse, creating in excess of $2 billion of shareholder value. 

Mark was appointed CEO of Premier Retail in April 2011, and has set about transforming the company to 
Mark was appointed CEO of Premier Retail in April 2011, and has set about transforming the company to 
compete in an industry under great structural pressure. Premier Retail today has a clear path and a clear 
compete in an industry under great structural pressure. Premier Retail today has a clear path and a clear 
focus.  
focus.  

In December 2012, Mark was appointed as an Executive Director of Premier Investments Limited. Mark holds 
In December 2012, Mark was appointed as an Executive Director of Premier Investments Limited. Mark holds 
an MBA from the University of Melbourne. 
an MBA from the University of Melbourne. 

Prior to that, she had spent 16 years with the Westpac Group, running major business units in most operating 

divisions of the Group as well as heading up Corporate Affairs and Sustainability through the merger with 

Timothy Antonie    Non-Executive Director and Lead Independent Director 
Timothy Antonie    Non-Executive Director and Lead Independent Director 

Mr. Antonie was appointed to the Board of Directors on 1 December 2009. He holds a Bachelor of Economics 
Mr. Antonie was appointed to the Board of Directors on 1 December 2009. He holds a Bachelor of Economics 
degree from Monash University and qualified as a Chartered Accountant with Price Waterhouse. He has 20 
degree from Monash University and qualified as a Chartered Accountant with Price Waterhouse. He has 20 
years’ experience in investment banking and formerly held positions of Managing Director from 2004 to 2008 
years’ experience in investment banking and formerly held positions of Managing Director from 2004 to 2008 
and Senior Adviser in 2009 at UBS Investment Banking, with particular focus on large scale mergers and 
and Senior Adviser in 2009 at UBS Investment Banking, with particular focus on large scale mergers and 
acquisitions and capital raisings in the Australian retail, consumer, media and entertainment sectors. Mr 
acquisitions and capital raisings in the Australian retail, consumer, media and entertainment sectors. Mr 
Antonie is also a non-executive director of Village Roadshow Limited and Breville Group Limited.
Antonie is also a non-executive director of Village Roadshow Limited and Breville Group Limited.

Mr. Fox has extensive experience in all aspects of the transport, distribution and warehousing industries. He 

is the founder of the Linfox Group of Companies. Today, the Linfox Group operates one of the largest supply 

chain services businesses with operations in 10 countries. The Linfox Group employs over 23,000 people, 

operates 4.8 million square metres of warehouses and a fleet of more than 5,000 vehicles and carries out 

distribution operations for leading companies across the Asia-Pacific region. The Linfox Group includes 

operations in the areas of transport and logistics, airports, property development and cash management 

services. 

Mr. Fox has extensive involvement in Australian and international circles and, apart from his business 

interests, is well recognised and active in sport and charity work. 

In 2010, Victoria University admitted Mr. Fox to the degree of Doctor of the University honoris causa for his 

outstanding achievements in the transport industry, for his contribution to the community through his 

sustained efforts to reduce unemployment and his campaign against youth suicide. 

In January 2008, Mr Fox was awarded a Companion of the Order of Australia (AC) for continued service to 

the transport and logistics industries, to business through the development and promotion of youth 

traineeships and to the community through a range of philanthropic endeavours.  

He was awarded an Officer of the Order of Australia (AO) in 1992 for his contribution to the transport industry 

and the community and he received a Centenary Medal for services to the transport industry in 2001. 

From September 1992 to December 1993, Mr. Fox together with Mr. Bill Kelty introduced a national campaign 

called ‘Work for Australia’. This campaign encouraged companies and local communities to generate jobs for 

unemployed with the aid of government subsidies and programs. More than 60,000 jobs were pledged 

through their efforts and Mr. Fox and Mr. Kelty were awarded ‘Victorians of the Year’ by the Sunday Age.  

Sally Herman    Non-Executive Director 

Sally Herman is an experienced Non-Executive Director in the fields of financial services, retail, 

manufacturing and property.  She had a successful executive career spanning 25 years in financial services 

in both Australia and the US, transitioning in late 2010 to a full time career as a Non-Executive Director.  

St.George and the global financial crisis.  

Ms. Herman now sits on both listed and unlisted Boards, including Breville Group Limited, ME Bank Limited, 

FSA Group Limited (retired 28 November 2014) and Investec Property Limited.  She also Chairs the Board of 

Urbis Pty. Limited, a leading property advisory firm, and is Chair of an independent girls’ school in Sydney.  

Ms. Herman holds a BA from the University of NSW and is a Graduate of the Australian Institute of Company 

Directors. 

Henry D. Lanzer AM    B.COM., LLB (Melb)    Non-Executive Director 

Henry Lanzer AM is Managing Partner of Arnold Bloch Leibler, a leading Australian commercial law firm. 

Henry has over 30 years’ experience in providing legal, corporate finance and strategic advice to some of 

Australia’s leading companies.  

Mr. Lanzer is a Director of Just Group Limited, Thorney Opportunities Limited and the TarraWarra Museum of 

Art and also a Life Governor of the Mount Scopus College Council.  

He is also Chairman of the Remuneration and Nomination Committee for Premier Investments Limited. 

In June 2015, Henry was appointed as a Member of the Order of Australia. 

3 Premier Investments Limited

3 
3 

4 

 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

Lindsay E. Fox AC    Non-Executive Director 

Mr. Fox has extensive experience in all aspects of the transport, distribution and warehousing industries. He 
is the founder of the Linfox Group of Companies. Today, the Linfox Group operates one of the largest supply 
chain services businesses with operations in 10 countries. The Linfox Group employs over 23,000 people, 
operates 4.8 million square metres of warehouses and a fleet of more than 5,000 vehicles and carries out 
distribution operations for leading companies across the Asia-Pacific region. The Linfox Group includes 
operations in the areas of transport and logistics, airports, property development and cash management 
services. 

Mr. Fox has extensive involvement in Australian and international circles and, apart from his business 
interests, is well recognised and active in sport and charity work. 

In 2010, Victoria University admitted Mr. Fox to the degree of Doctor of the University honoris causa for his 
outstanding achievements in the transport industry, for his contribution to the community through his 
sustained efforts to reduce unemployment and his campaign against youth suicide. 

In January 2008, Mr Fox was awarded a Companion of the Order of Australia (AC) for continued service to 
the transport and logistics industries, to business through the development and promotion of youth 
traineeships and to the community through a range of philanthropic endeavours.  

He was awarded an Officer of the Order of Australia (AO) in 1992 for his contribution to the transport industry 
and the community and he received a Centenary Medal for services to the transport industry in 2001. 

From September 1992 to December 1993, Mr. Fox together with Mr. Bill Kelty introduced a national campaign 
called ‘Work for Australia’. This campaign encouraged companies and local communities to generate jobs for 
unemployed with the aid of government subsidies and programs. More than 60,000 jobs were pledged 
through their efforts and Mr. Fox and Mr. Kelty were awarded ‘Victorians of the Year’ by the Sunday Age.  

Sally Herman    Non-Executive Director 

Sally Herman is an experienced Non-Executive Director in the fields of financial services, retail, 
manufacturing and property.  She had a successful executive career spanning 25 years in financial services 
in both Australia and the US, transitioning in late 2010 to a full time career as a Non-Executive Director.  

Prior to that, she had spent 16 years with the Westpac Group, running major business units in most operating 
divisions of the Group as well as heading up Corporate Affairs and Sustainability through the merger with 
St.George and the global financial crisis.  

Ms. Herman now sits on both listed and unlisted Boards, including Breville Group Limited, ME Bank Limited, 
FSA Group Limited (retired 28 November 2014) and Investec Property Limited.  She also Chairs the Board of 
Urbis Pty. Limited, a leading property advisory firm, and is Chair of an independent girls’ school in Sydney.  
Ms. Herman holds a BA from the University of NSW and is a Graduate of the Australian Institute of Company 
Directors. 

Henry D. Lanzer AM    B.COM., LLB (Melb)    Non-Executive Director 

Henry Lanzer AM is Managing Partner of Arnold Bloch Leibler, a leading Australian commercial law firm. 
Henry has over 30 years’ experience in providing legal, corporate finance and strategic advice to some of 
Australia’s leading companies.  

Mr. Lanzer is a Director of Just Group Limited, Thorney Opportunities Limited and the TarraWarra Museum of 
Art and also a Life Governor of the Mount Scopus College Council.  

He is also Chairman of the Remuneration and Nomination Committee for Premier Investments Limited. 

In June 2015, Henry was appointed as a Member of the Order of Australia. 

Annual Report 2015 4

4 

 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

Michael R.I. McLeod    Non-Executive Director 

Mr. McLeod is a former Executive Director of the Century Plaza Group and has been involved with the Group 
since 1996 as an advisor in the areas of corporate strategy, investment and public affairs. He has been a 
Non-Executive Director of Premier Investments Limited since 2002 and was a Non-Executive Director of Just 
Group Limited from 2007 to 2013. Past experience includes the Australian Board of an international funds 
manager, chief of staff to a Federal Cabinet Minister and statutory appointments including as a Commission 
Member of the National Occupational Health and Safety Commission. 

He holds a Bachelor of Arts (First Class Honours and University Medal) from the University of New South 
Wales.  

Dr. Gary H. Weiss    LL.M, J.S.D.    Non-Executive Director 

Dr. Weiss holds the degrees of LL.B (Hons) and LL.M (with distinction) from Victoria University of Wellington, 
as well as a Doctor of Juridical Science (JSD) from Cornell University, New York. Dr. Weiss has extensive 
international business experience and has been involved in numerous cross-border mergers and acquisitions. 

Dr. Weiss is Chairman of Clearview Wealth Limited and Ridley Corporation Limited, Executive Director of 
Ariadne Australia Limited, and a director of Premier Investments Limited, Pro-Pac Packaging Limited, Tag 
Pacific Limited, Thorney Opportunities Limited and The Straits Trading Company Limited. He was Chairman 
of Coats Plc from 2003 until April 2012 and executive director of Guinness Peat Group Plc from 1990 to April 
2011 and has held directorships of numerous companies, including Mercantile Investment Company Limited 
(retired 25 February 2015) Westfield Group, Tower Australia Limited, Australian Wealth Management Limited, 
Tyndall Australia Limited (Deputy Chairman), Joe White Maltings Limited (Chairman), CIC Limited, Whitlam 
Turnbull & Co Limited and Industrial Equity Limited. 

He has authored numerous articles on a variety of legal and commercial topics. 

COMPANY SECRETARY 

Kim F. Davis     Non-Executive Alternate Director (resigned as alternate director 25 July 2015) 

Mr. Davis was retired as Alternate Director for Mr. Jones on 25 July 2015. Mr. Davis has been the Company 
Secretary of Premier Investments Limited for 21 years. Prior to holding this position, Mr Davis had 15 years’ 
experience within the accounting industry as a tax and financial advisor. 

DIRECTORS’ REPORT 

(CONTINUED) 

PRINCIPAL ACTIVITIES 

The consolidated entity operates a number of specialty retail fashion chains within the specialty retail fashion 

markets in Australia, New Zealand, Singapore and the United Kingdom. The Group also has significant 

investments in listed securities and money market deposits.  

DIVIDENDS 

Final Dividend recommended for 2015  

 Dividends paid in the year: 

Interim for the half-year 

Special for the half-year 

Final for 2014 shown as recommended in the 2014 report 

OPERATING AND FINANCIAL REVIEW 

Group Overview: 

CENTS 

21.00 

21.00 

$’000 

32,840 

32,823 

9.00 

14,067 

20.00 

31,143 

The Company acquired a controlling interest in Just Group Limited (“Just Group”), a listed company on the 

Australian Securities Exchange in August 2008. Subsequent to the acquisition, Just Group delisted from the 

Australian Securities Exchange. Just Group is a leading speciality fashion retailer in Australia, New Zealand, 

Singapore and the United Kingdom. Just Group has a portfolio of well-recognised retail brands, consisting of 

Just Jeans, Jay Jays, Jacqui E, Portmans, Dotti, Peter Alexander and Smiggle. Currently, these seven 

unique brands are trading from more than 1,000 stores across four countries and online. Smiggle United 

Kingdom completed its first full year of operations, with 24 stores operating in the United Kingdom at the end 

of the 2015 financial year. 

The Group’s emphasis is on a range of brands that provide diversification through breadth of target 

demographic and sufficiently broad appeal to enable a national footprint. Over 90% of the product range is 

designed, sourced and sold under its own brands. There is a continuing investment in these brands to 

ensure they remain relevant to changing customer tastes and remain at the forefront of their respective 

The Group’s reported revenue from the sale of goods, total income and net profit after income tax for the 52 

week period ended 25 July 2015 (2014: 52 week period ended 26 July 2014) are summarised below: 

target markets.  

Group Operating Results: 

Revenue from the sale of goods 

Total interest income 

Total other income and revenue 

Total income 

2015

$’000 

2014 

$’000 

% CHANGE 

947,662 

9,828 

4,379 

961,869 

892,570 

11,139 

2,383 

906,092 

6.2% 

(11.8%) 

83.8% 

6.2% 

Net profit after income tax 

88,102 

73,000 

20.7% 

5 Premier Investments Limited

5 

6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

PRINCIPAL ACTIVITIES 

The consolidated entity operates a number of specialty retail fashion chains within the specialty retail fashion 
markets in Australia, New Zealand, Singapore and the United Kingdom. The Group also has significant 
investments in listed securities and money market deposits.  

DIVIDENDS 

Final Dividend recommended for 2015  
 Dividends paid in the year: 

Interim for the half-year 

Special for the half-year 

Final for 2014 shown as recommended in the 2014 report 

OPERATING AND FINANCIAL REVIEW 

Group Overview: 

CENTS 

21.00 
21.00 

$’000 

32,840 
32,823 

9.00 

14,067 

20.00 

31,143 

The Company acquired a controlling interest in Just Group Limited (“Just Group”), a listed company on the 
Australian Securities Exchange in August 2008. Subsequent to the acquisition, Just Group delisted from the 
Australian Securities Exchange. Just Group is a leading speciality fashion retailer in Australia, New Zealand, 
Singapore and the United Kingdom. Just Group has a portfolio of well-recognised retail brands, consisting of 
Just Jeans, Jay Jays, Jacqui E, Portmans, Dotti, Peter Alexander and Smiggle. Currently, these seven 
unique brands are trading from more than 1,000 stores across four countries and online. Smiggle United 
Kingdom completed its first full year of operations, with 24 stores operating in the United Kingdom at the end 
of the 2015 financial year. 

The Group’s emphasis is on a range of brands that provide diversification through breadth of target 
demographic and sufficiently broad appeal to enable a national footprint. Over 90% of the product range is 
designed, sourced and sold under its own brands. There is a continuing investment in these brands to 
ensure they remain relevant to changing customer tastes and remain at the forefront of their respective 
target markets.  

Group Operating Results: 

The Group’s reported revenue from the sale of goods, total income and net profit after income tax for the 52 
week period ended 25 July 2015 (2014: 52 week period ended 26 July 2014) are summarised below: 

Revenue from the sale of goods 

Total interest income 

Total other income and revenue 

Total income 

2015
$’000 

2014 
$’000 

% CHANGE 

947,662 

9,828 

4,379 

961,869 

892,570 

11,139 

2,383 

906,092 

6.2% 

(11.8%) 

83.8% 

6.2% 

Net profit after income tax 

88,102 

73,000 

20.7% 

Annual Report 2015 6

6 

 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

OPERATING AND FINANCIAL REVIEW (CONTINUED) 

GROUP PERFORMANCE  

Group Operating Results (continued): 

Retail Segment: 

As Premier’s core business, Just Group was the key contributor to the Group’s operating results for the 
financial year. Key financial indicators for the retail segment are highlighted below: 

RETAIL SEGMENT 

Sale of goods 

Total segment revenue 

2015
$’000 

2014 
$’000 

% CHANGE 

947,662 

952,191 

892,570 

895,387 

6.2% 

6.3% 

Expense associated with disposal of asset held for sale 

1,724 

- 

Segment net profit before income tax 

98,958 

79,299 

24.8% 

Capital expenditure 

36,526 

48,164 

The Retail Segment contributed $99.0 million to the Group’s net profit before income tax, up 24.8% on the 
prior financial year. Growth in sales, combined with gross margin expansion contributed to the improvement 
in segment profit before income tax. The increase in profit before income tax is a reflection of the Group’s 
continued efforts to transform its core brands, the implementation of its organisation-wide cost efficiency 
program, as well as the focus on its growth initiatives, both locally and internationally.  

The increase in sales is as a result of all brands reporting positive sales growth for the year. In addition, the 
Retail Segment delivered growth of 31% in online sales, with the Group now trading in three online markets, 
with the successful launch of a dedicated Smiggle UK online store – www.smiggle.co.uk. 

During the financial year, the Retail Segment incurred non-recurring expenses of $1.7 million associated with 
the Group’s disposal of its 50% interest in its joint venture, Just Kor Fashion Group (Pty) Ltd, which is 
involved in the retailing of the Jay Jays concept in South Africa. The non-recurring expenses comprised an 
impairment loss of $765,000 on revaluing its investment previously classified as held for sale at fair value 
and other expenses of $959,000 associated with the sale of the investment. The commercial terms of the 
sale were agreed before year-end, with settlement of the fair value amount completed in August 2015. 

The Group incurred an impairment loss of $765,000 on revaluing its investment classified as held for sale at 
fair value. Other expenses associated with the sale of the investment amounted to $959,000. 

The Group is pleased to report that despite tough economic conditions, it continued to generate strong 

returns to shareholders. The dividends declared for the year reaffirm the confidence the Directors have in the 

future performance and underline Premier’s commitment to enhancing shareholder value through capital 

management and business investment.  

2015 

2014 

2013 

2012 

2011 

Closing share price at end of financial year 

$13.43 

$9.34 

$7.68 

$4.88 

$5.54 

Basic earnings per share (cents) 

56.5 

47.0 

112.4 

44.0 

26.1 

Dividend paid per share (cents) 

50.0 

39.0 

37.0 

36.0 

36.0 

Return on equity (%) 

6.6% 

5.6% 

13.4% 

5.5% 

3.4% 

Net debt/equity ratio (%) 

(13.2%) 

(14.9%) 

(16.2%) 

(13.7%) 

(14.6%) 

SHARES ISSUED DURING THE FINANCIAL YEAR 

A total of 665,201 shares (2014: 454,396) were issued during the year pursuant to the Group’s Performance 

Rights Plan. 

25 July 2015. 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS 

There have been no significant changes in the state of affairs of the Group during the financial year ended  

SIGNIFICANT EVENTS AFTER THE REPORTING DATE 

On 17 September 2015, the Directors of Premier Investments Limited declared a final dividend in respect 

of the 2015 financial year. The total amount of the dividend is $32,840,000 (2014: $31,143,000) which 

represents a fully franked dividend of 21 cents per share (2014: 20 cents per share). The dividend has not 

been provided for in the 25 July 2015 financial statements. 

During August 2015, Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, completed 

the sale of a 50% interest in a joint venture entity, Just Kor Fashion Group (Pty) Ltd, a company 

incorporated in South Africa. The full settlement, representing the fair value of the investment in Just Kor 

Fashion Group (Pty) Ltd was received subsequent to year-end. Refer to note 11 of the financial 

statements for further details. 

LIKELY DEVELOPMENTS AND EXPECTED RESULTS  

Certain likely developments in the operations of the Group and the expected results of those operations in 

financial years subsequent to the period ended 25 July 2015 are referred to in the preceding operating and 

financial review. No additional information is included on the likely developments in the operations of the 

economic entity and the expected results of those operations as the Directors reasonably believe that the 

disclosure of such information would be likely to result in unreasonable prejudice to the economic entity if 

included in this report, and it has therefore been excluded in accordance with section 299(3) of the 

Corporations Act 2001. 

ENVIRONMENTAL REGULATION AND PERFORMANCE 

The Group’s operations are not subject to any significant environmental obligations or regulations.

7 Premier Investments Limited

7 

8 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

GROUP PERFORMANCE  

The Group is pleased to report that despite tough economic conditions, it continued to generate strong 
returns to shareholders. The dividends declared for the year reaffirm the confidence the Directors have in the 
future performance and underline Premier’s commitment to enhancing shareholder value through capital 
management and business investment.  

2015 

2014 

2013 

2012 

2011 

Closing share price at end of financial year 

$13.43 

$9.34 

$7.68 

$4.88 

$5.54 

Basic earnings per share (cents) 

56.5 

47.0 

112.4 

44.0 

26.1 

Dividend paid per share (cents) 

50.0 

39.0 

37.0 

36.0 

36.0 

Return on equity (%) 

6.6% 

5.6% 

13.4% 

5.5% 

3.4% 

Net debt/equity ratio (%) 

(13.2%) 

(14.9%) 

(16.2%) 

(13.7%) 

(14.6%) 

SHARES ISSUED DURING THE FINANCIAL YEAR 

A total of 665,201 shares (2014: 454,396) were issued during the year pursuant to the Group’s Performance 
Rights Plan. 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS 

There have been no significant changes in the state of affairs of the Group during the financial year ended  
25 July 2015. 

SIGNIFICANT EVENTS AFTER THE REPORTING DATE 

On 17 September 2015, the Directors of Premier Investments Limited declared a final dividend in respect 
of the 2015 financial year. The total amount of the dividend is $32,840,000 (2014: $31,143,000) which 
represents a fully franked dividend of 21 cents per share (2014: 20 cents per share). The dividend has not 
been provided for in the 25 July 2015 financial statements. 

During August 2015, Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, completed 
the sale of a 50% interest in a joint venture entity, Just Kor Fashion Group (Pty) Ltd, a company 
incorporated in South Africa. The full settlement, representing the fair value of the investment in Just Kor 
Fashion Group (Pty) Ltd was received subsequent to year-end. Refer to note 11 of the financial 
statements for further details. 

LIKELY DEVELOPMENTS AND EXPECTED RESULTS  

Certain likely developments in the operations of the Group and the expected results of those operations in 
financial years subsequent to the period ended 25 July 2015 are referred to in the preceding operating and 
financial review. No additional information is included on the likely developments in the operations of the 
economic entity and the expected results of those operations as the Directors reasonably believe that the 
disclosure of such information would be likely to result in unreasonable prejudice to the economic entity if 
included in this report, and it has therefore been excluded in accordance with section 299(3) of the 
Corporations Act 2001. 

ENVIRONMENTAL REGULATION AND PERFORMANCE 

The Group’s operations are not subject to any significant environmental obligations or regulations.

Annual Report 2015 8

8 

 
 
 
 
DIRECTORS’ REPORT 
DIRECTORS’ REPORT 
(CONTINUED) 
(CONTINUED) 

SHARE OPTIONS 
SHARE OPTIONS 

Unissued Shares: 
Unissued Shares: 

As at the date of this report, there were 1,365,510 unissued ordinary shares under options/performance rights 
As at the date of this report, there were 1,365,510 unissued ordinary shares under options/performance rights 
(1,365,510 at the reporting date). Refer to the remuneration report for further details of the options 
(1,365,510 at the reporting date). Refer to the remuneration report for further details of the options 
outstanding. 
outstanding. 

Shares Issued as a Result of the Exercise of Options: 
Shares Issued as a Result of the Exercise of Options: 

A total of 665,201 shares (2014: 454,396) were issued as a result of the exercise of options during the 
A total of 665,201 shares (2014: 454,396) were issued as a result of the exercise of options during the 
financial year and to the date of this report. 
financial year and to the date of this report. 

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS  
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS  

To the extent permitted by law, the company indemnifies every person who is or has been a director or officer 
To the extent permitted by law, the company indemnifies every person who is or has been a director or officer 
of the company or of a wholly-owned subsidiary of the company against liability for damages awarded or 
of the company or of a wholly-owned subsidiary of the company against liability for damages awarded or 
judgments entered against them and legal defence costs and expenses, arising out of a wrongful act, incurred 
judgments entered against them and legal defence costs and expenses, arising out of a wrongful act, incurred 
by that person whilst acting in their capacity as a director or officer provided there has been no admission, or 
by that person whilst acting in their capacity as a director or officer provided there has been no admission, or 
judgment, award or other finding by a court, tribunal or arbitrator which establishes improper use of position, 
judgment, award or other finding by a court, tribunal or arbitrator which establishes improper use of position, 
or committing of any criminal, dishonest, fraudulent or malicious act.  
or committing of any criminal, dishonest, fraudulent or malicious act.  

The officers include the Directors, as named earlier in this report, the Company Secretary and other officers, 
The officers include the Directors, as named earlier in this report, the Company Secretary and other officers, 
being the executive senior management team. Details of the nature of the liabilities covered or the amount of 
being the executive senior management team. Details of the nature of the liabilities covered or the amount of 
the premium paid in respect of the Directors, and Officers, liability insurance contracts are not disclosed as 
the premium paid in respect of the Directors, and Officers, liability insurance contracts are not disclosed as 
such disclosure is prohibited under the terms of the contracts. 
such disclosure is prohibited under the terms of the contracts. 

INDEMNIFICATION OF AUDITORS  
INDEMNIFICATION OF AUDITORS  

To the extent permitted by law, the company has agreed to indemnify its auditors, Ernst & Young, as part of 
To the extent permitted by law, the company has agreed to indemnify its auditors, Ernst & Young, as part of 
the terms of its audit engagement agreement against claims by third parties arising from the audit (for an 
the terms of its audit engagement agreement against claims by third parties arising from the audit (for an 
unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial 
unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial 
year.  
year.  

INTERESTS IN SHARES AND RIGHTS OF THE COMPANY 
INTERESTS IN SHARES AND RIGHTS OF THE COMPANY 

At the date of this report, the interests of the Directors in the shares and rights of the company were: 
At the date of this report, the interests of the Directors in the shares and rights of the company were: 

Mr. S. Lew 
Mr. S. Lew 

4,437,699 ordinary shares** 
4,437,699 ordinary shares** 

DIRECTORS’ REPORT 

DIRECTORS’ REPORT 

(CONTINUED) 

(CONTINUED) 

DIRECTORS’ MEETINGS 

DIRECTORS’ MEETINGS 

The number of meetings of the Board of Directors during the financial year, and the number of meetings 

The number of meetings of the Board of Directors during the financial year, and the number of meetings 

attended by each director were as follows: 

attended by each director were as follows: 

BOARD MEETINGS 

BOARD MEETINGS 

AUDIT AND RISK COMMITTEE 

AUDIT AND RISK COMMITTEE 

REMUNERATION AND 

REMUNERATION AND 

NOMINATION COMMITTEE 

NOMINATION COMMITTEE 

MEETINGS 

MEETINGS 

HELD WHILE A 

HELD WHILE A 

DIRECTOR 

DIRECTOR 

NUMBER 

NUMBER 

ATTENDED 

ATTENDED 

MEETINGS 

MEETINGS 

ATTENDED AS 

ATTENDED AS 

COMMITTEE 

COMMITTEE 

MEMBER 

MEMBER 

NUMBER 

NUMBER 

ATTENDED 

ATTENDED 

MEETINGS 

MEETINGS 

ATTENDED AS 

ATTENDED AS 

COMMITTEE 

COMMITTEE 

MEMBER 

MEMBER 

NUMBER 

NUMBER 

ATTENDED 

ATTENDED 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

6 

- 

- 

1 

1 

- 

- 

3 

3 

4 

4 

- 

- 

3 

3 

- 

- 

- 

- 

1 

1 

- 

- 

4 

4 

- 

- 

4 

4 

4 

4 

- 

- 

4 

4 

2 

2 

- 

- 

1 

1 

3 

3 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

3 

3 

- 

- 

3 

3 

3 

3 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

3 

3 

- 

- 

3 

3 

DIRECTOR 

DIRECTOR 

Mr. S. Lew 

Mr. S. Lew 

Mr. F. W. Jones 

Mr. F. W. Jones 

Mr. M. McInnes 

Mr. M. McInnes 

Mr. T. Antonie 

Mr. T. Antonie 

Dr. D. Crean 

Dr. D. Crean 

Mr. L. E. Fox 

Mr. L. E. Fox 

Ms. S. Herman 

Ms. S. Herman 

Mr. H. D. Lanzer 

Mr. H. D. Lanzer 

Mr. M. R. I. McLeod 

Mr. M. R. I. McLeod 

Dr. G. H. Weiss 

Dr. G. H. Weiss 

ROUNDING 

ROUNDING 

The company is a company of the kind specified in Australian Securities and Investment Commission’s class 

The company is a company of the kind specified in Australian Securities and Investment Commission’s class 

order 98/0100.  In accordance with that class order amounts in the financial statements and the Directors’ 

order 98/0100.  In accordance with that class order amounts in the financial statements and the Directors’ 

Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. 

Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. 

The Directors received the declaration on page 34 from the auditor of Premier Investments Limited. 

The Directors received the declaration on page 34 from the auditor of Premier Investments Limited. 

AUDITOR INDEPENDENCE 

AUDITOR INDEPENDENCE 

NON-AUDIT SERVICES 

NON-AUDIT SERVICES 

The Directors are satisfied that the provision of non-audit services is compatible with the general standard of 

The Directors are satisfied that the provision of non-audit services is compatible with the general standard of 

independence for auditors imposed by the Corporations Act 2001.  The nature and scope of each type of non-

independence for auditors imposed by the Corporations Act 2001.  The nature and scope of each type of non-

audit service provided means that independence was not compromised.  

audit service provided means that independence was not compromised.  

Details of non-audit services provided by the entity’s auditor, Ernst & Young, can be found in Note 25 of the 

Details of non-audit services provided by the entity’s auditor, Ernst & Young, can be found in Note 25 of the 

Mr. F.W. Jones 
Mr. F.W. Jones 

207,592 ordinary shares (resigned 25 July 2015) 
207,592 ordinary shares (resigned 25 July 2015) 

Financial Report.

Financial Report.

Mr. L.E. Fox 
Mr. L.E. Fox 

Ms. S. Herman 
Ms. S. Herman 

Mr. H.D. Lanzer 
Mr. H.D. Lanzer 

2,577,014 ordinary shares 
2,577,014 ordinary shares 

8,000 ordinary shares 
8,000 ordinary shares 

27,665 ordinary shares 
27,665 ordinary shares 

Mr. M.R.I. McLeod 
Mr. M.R.I. McLeod 

28,186 ordinary shares 
28,186 ordinary shares 

Dr. G. H. Weiss 
Dr. G. H. Weiss 

Mr. M. McInnes 
Mr. M. McInnes 

6,000 ordinary shares 
6,000 ordinary shares 

400,000 ordinary shares, and 400,000 performance rights 
400,000 ordinary shares, and 400,000 performance rights 

**Mr. Lew is an associate of Century Plaza Investments Pty. Ltd. and Metrepark Pty. Ltd (Associated Entities). 
**Mr. Lew is an associate of Century Plaza Investments Pty. Ltd. and Metrepark Pty. Ltd (Associated Entities). 
The Associated Entities, collectively, have a relevant interest in 59,804,731 shares in the company. However, 
The Associated Entities, collectively, have a relevant interest in 59,804,731 shares in the company. However, 
Mr. Lew does not have a relevant interest in the shares of the company held by the Associated Entities.
Mr. Lew does not have a relevant interest in the shares of the company held by the Associated Entities.

9 Premier Investments Limited

9 
9 

10 

10 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
DIRECTORS’ REPORT 
(CONTINUED) 
(CONTINUED) 

DIRECTORS’ MEETINGS 
DIRECTORS’ MEETINGS 

The number of meetings of the Board of Directors during the financial year, and the number of meetings 
The number of meetings of the Board of Directors during the financial year, and the number of meetings 
attended by each director were as follows: 
attended by each director were as follows: 

BOARD MEETINGS 
BOARD MEETINGS 

AUDIT AND RISK COMMITTEE 
AUDIT AND RISK COMMITTEE 

REMUNERATION AND 
REMUNERATION AND 

NOMINATION COMMITTEE 
NOMINATION COMMITTEE 

MEETINGS 
MEETINGS 
HELD WHILE A 
HELD WHILE A 
DIRECTOR 
DIRECTOR 

NUMBER 
NUMBER 
ATTENDED 
ATTENDED 

MEETINGS 
MEETINGS 
ATTENDED AS 
ATTENDED AS 
COMMITTEE 
COMMITTEE 
MEMBER 
MEMBER 

NUMBER 
NUMBER 
ATTENDED 
ATTENDED 

MEETINGS 
MEETINGS 
ATTENDED AS 
ATTENDED AS 
COMMITTEE 
COMMITTEE 
MEMBER 
MEMBER 

NUMBER 
NUMBER 
ATTENDED 
ATTENDED 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

6 
6 

- 
- 

1 
1 

- 
- 

3 
3 

4 
4 

- 
- 

3 
3 

- 
- 

- 
- 

1 
1 

- 
- 

4 
4 

- 
- 

4 
4 

4 
4 

- 
- 

4 
4 

2 
2 

- 
- 

1 
1 

3 
3 

- 
- 

- 
- 

- 
- 

- 
- 

- 
- 

- 
- 

3 
3 

- 
- 

3 
3 

3 
3 

- 
- 

- 
- 

- 
- 

- 
- 

- 
- 

- 
- 

3 
3 

- 
- 

3 
3 

DIRECTOR 
DIRECTOR 

Mr. S. Lew 
Mr. S. Lew 

Mr. F. W. Jones 
Mr. F. W. Jones 

Mr. M. McInnes 
Mr. M. McInnes 

Mr. T. Antonie 
Mr. T. Antonie 

Dr. D. Crean 
Dr. D. Crean 

Mr. L. E. Fox 
Mr. L. E. Fox 

Ms. S. Herman 
Ms. S. Herman 

Mr. H. D. Lanzer 
Mr. H. D. Lanzer 

Mr. M. R. I. McLeod 
Mr. M. R. I. McLeod 

Dr. G. H. Weiss 
Dr. G. H. Weiss 

ROUNDING 
ROUNDING 

The company is a company of the kind specified in Australian Securities and Investment Commission’s class 
The company is a company of the kind specified in Australian Securities and Investment Commission’s class 
order 98/0100.  In accordance with that class order amounts in the financial statements and the Directors’ 
order 98/0100.  In accordance with that class order amounts in the financial statements and the Directors’ 
Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. 
Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. 

AUDITOR INDEPENDENCE 
AUDITOR INDEPENDENCE 

The Directors received the declaration on page 34 from the auditor of Premier Investments Limited. 
The Directors received the declaration on page 34 from the auditor of Premier Investments Limited. 

NON-AUDIT SERVICES 
NON-AUDIT SERVICES 

The Directors are satisfied that the provision of non-audit services is compatible with the general standard of 
The Directors are satisfied that the provision of non-audit services is compatible with the general standard of 
independence for auditors imposed by the Corporations Act 2001.  The nature and scope of each type of non-
independence for auditors imposed by the Corporations Act 2001.  The nature and scope of each type of non-
audit service provided means that independence was not compromised.  
audit service provided means that independence was not compromised.  

Details of non-audit services provided by the entity’s auditor, Ernst & Young, can be found in Note 25 of the 
Details of non-audit services provided by the entity’s auditor, Ernst & Young, can be found in Note 25 of the 
Financial Report.
Financial Report.

Annual Report 2015 10

10 
10 

 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
DIRECTORS’ REPORT 
(CONTINUED) 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) 
REMUNERATION REPORT (AUDITED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

This remuneration report for the 52 weeks ended 25 July 2015 outlines the remuneration arrangement of the Group 
This remuneration report for the 52 weeks ended 25 July 2015 outlines the remuneration arrangement of the Group 
in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act) and its Regulations. 
in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act) and its Regulations. 
This information has been audited as required by section 308 (3C) of the Act.   
This information has been audited as required by section 308 (3C) of the Act.   

The remuneration report is presented under the following headings: 
The remuneration report is presented under the following headings: 

1.  INTRODUCTION (CONTINUED) 

KEY MANAGEMENT PERSONNEL (CONTINUED) 

(ii)  Executive Directors 

1. 
1. 

Introduction 
Introduction 

2.  Remuneration Governance 
2.  Remuneration Governance 

3.  Executive remuneration arrangements:- 
3.  Executive remuneration arrangements:- 

A.  Remuneration principles and strategy 
A.  Remuneration principles and strategy 

B.  Approach to setting remuneration 
B.  Approach to setting remuneration 

C.  Fixed remuneration objectives 
C.  Fixed remuneration objectives 

D.  Details of incentive plans 
D.  Details of incentive plans 

4.  Executive remuneration outcomes (including link to performance) 
4.  Executive remuneration outcomes (including link to performance) 

5.  Executive service agreements 
5.  Executive service agreements 

6.  Non-Executive Director remuneration arrangements 
6.  Non-Executive Director remuneration arrangements 

7.  Remuneration of Key Management Personnel 
7.  Remuneration of Key Management Personnel 

8.  Additional disclosures relating to Rights and Shares 
8.  Additional disclosures relating to Rights and Shares 

9.  Additional disclosure relating to transactions and balances with Key Management Personnel 
9.  Additional disclosure relating to transactions and balances with Key Management Personnel 

1.  INTRODUCTION 
1.  INTRODUCTION 

The remuneration report details the remuneration arrangement for Key Management Personnel (“KMP”) who are 
The remuneration report details the remuneration arrangement for Key Management Personnel (“KMP”) who are 
defined as those persons having authority and responsibility for planning, directing and controlling the major activities 
defined as those persons having authority and responsibility for planning, directing and controlling the major activities 
of the Group, directly or indirectly including any director (whether executive or otherwise) of the parent 
of the Group, directly or indirectly including any director (whether executive or otherwise) of the parent 

The table below outlines the KMP of the Group during the 52 weeks ended 25 July 2015. Unless otherwise indicated, 
The table below outlines the KMP of the Group during the 52 weeks ended 25 July 2015. Unless otherwise indicated, 
the individuals were KMP for the entire financial year. 
the individuals were KMP for the entire financial year. 

For the purposes of this report, the term “executive” refers to executive KMP’s named in this report. 
For the purposes of this report, the term “executive” refers to executive KMP’s named in this report. 

KEY MANAGEMENT PERSONNEL 
KEY MANAGEMENT PERSONNEL 

(i)  Non-Executive Directors 
(i)  Non-Executive Directors 

Mr. S. Lew 
Mr. S. Lew 

Chairman and Non-Executive Director 
Chairman and Non-Executive Director 

Mr. F.W. Jones 
Mr. F.W. Jones 

Deputy Chairman and Non-Executive Director (Resigned: 25 July 2015)  
Deputy Chairman and Non-Executive Director (Resigned: 25 July 2015)  

Dr. D. Crean 
Dr. D. Crean 

Mr. T. Antonie 
Mr. T. Antonie 

Mr. L.E. Fox 
Mr. L.E. Fox 

Ms. S. Herman  
Ms. S. Herman  

Mr. H.D. Lanzer 
Mr. H.D. Lanzer 

Deputy Chairman (appointed: 25 July 2015) and Non-Executive Director 
Deputy Chairman (appointed: 25 July 2015) and Non-Executive Director 

Non-Executive Director and Lead Independent Director 
Non-Executive Director and Lead Independent Director 

Non-Executive Director  
Non-Executive Director  

Non-Executive Director 
Non-Executive Director 

Non-Executive Director 
Non-Executive Director 

Mr. M.R.I. McLeod 
Mr. M.R.I. McLeod 

Non-Executive Director 
Non-Executive Director 

Dr. G.H. Weiss 
Dr. G.H. Weiss 

Non-Executive Director 
Non-Executive Director 

Mr. M. McInnes  

Executive Director and Chief Executive Officer Premier Retail  

(iii)  Executives 

Mr. K.F. Davis 

Company Secretary and Non-Executive Alternate Director (resigned as alternate 

director: 25 July 2015)  

Mr. A. Gardner 

Chief Financial Officer, Just Group Limited 

Ms. C. Garnsey  

Core Brand Director, Just Group Limited 

Other than noted above, there were no changes to key management personnel after the reporting date and before 

the date the financial report was authorised for issue. 

2.  REMUNERATION GOVERNANCE 

Remuneration and Nomination Committee 

The remuneration and nomination committee (“Committee”) of the Board of Directors of the Group comprises three 

Non-Executive Directors. The Committee has delegated decision-making authority for some matters related to the 

remuneration arrangements for KMP and is required to make recommendations to the Board on other matters.  

Specifically, the Board approves the remuneration arrangements of the Chief Executive Officer Premier Retail (“CEO 

Premier Retail”) and other executives, including awards made under the short-term incentive (“STI”) and long-term 

incentive (“LTI”) plans, following recommendations from the Committee. The Board also sets the aggregate 

remuneration for Non-Executive Directors (which is subject to shareholder approval) and Non-Executive Director fee 

levels. The Committee approves, having regard to recommendations made by the CEO Premier Retail, the level of the 

Group STI pool. 

The Committee meets regularly. The CEO Premier Retail attends certain committee meetings by invitation, where 

management input is required. The CEO Premier Retail is not present during discussions relating to his own 

Further information relating to the Committee’s role, responsibilities and membership can be seen at 

remuneration arrangements. 

www.premierinvestments.com.au. 

Use of remuneration advisors 

The Committee seeks, from time to time, external remuneration advice to ensure it is fully informed when making 

remuneration decisions. Remuneration advisors are engaged by, and report directly to, the Committee. 

During the 2015 financial year, the Committee approved the engagement of Ernst & Young to provide a remuneration 

report regarding appropriate comparator groups for remuneration benchmarking and remuneration mix for the Group 

LTI scheme. 

Both Ernst & Young and the Committee are satisfied that the advice received from Ernst & Young is free from undue 

influence from the KMP to whom the remuneration report apply. 

The remuneration report was provided to the Committee as an input into decision making only. The Committee 

considered the report findings, along with other factors, in making its remuneration decisions. 

The fees paid to Ernst & Young for the remuneration report findings were $53,251.  

11 Premier Investments Limited

11 
11 

12 

 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

1.  INTRODUCTION (CONTINUED) 

KEY MANAGEMENT PERSONNEL (CONTINUED) 

(ii)  Executive Directors 

Mr. M. McInnes  

Executive Director and Chief Executive Officer Premier Retail  

(iii)  Executives 

Mr. K.F. Davis 

Company Secretary and Non-Executive Alternate Director (resigned as alternate 
director: 25 July 2015)  

Mr. A. Gardner 

Chief Financial Officer, Just Group Limited 

Ms. C. Garnsey  

Core Brand Director, Just Group Limited 

Other than noted above, there were no changes to key management personnel after the reporting date and before 
the date the financial report was authorised for issue. 

2.  REMUNERATION GOVERNANCE 

Remuneration and Nomination Committee 

The remuneration and nomination committee (“Committee”) of the Board of Directors of the Group comprises three 
Non-Executive Directors. The Committee has delegated decision-making authority for some matters related to the 
remuneration arrangements for KMP and is required to make recommendations to the Board on other matters.  

Specifically, the Board approves the remuneration arrangements of the Chief Executive Officer Premier Retail (“CEO 
Premier Retail”) and other executives, including awards made under the short-term incentive (“STI”) and long-term 
incentive (“LTI”) plans, following recommendations from the Committee. The Board also sets the aggregate 
remuneration for Non-Executive Directors (which is subject to shareholder approval) and Non-Executive Director fee 
levels. The Committee approves, having regard to recommendations made by the CEO Premier Retail, the level of the 
Group STI pool. 

The Committee meets regularly. The CEO Premier Retail attends certain committee meetings by invitation, where 
management input is required. The CEO Premier Retail is not present during discussions relating to his own 
remuneration arrangements. 

Further information relating to the Committee’s role, responsibilities and membership can be seen at 
www.premierinvestments.com.au. 

Use of remuneration advisors 

The Committee seeks, from time to time, external remuneration advice to ensure it is fully informed when making 
remuneration decisions. Remuneration advisors are engaged by, and report directly to, the Committee. 

During the 2015 financial year, the Committee approved the engagement of Ernst & Young to provide a remuneration 
report regarding appropriate comparator groups for remuneration benchmarking and remuneration mix for the Group 
LTI scheme. 

Both Ernst & Young and the Committee are satisfied that the advice received from Ernst & Young is free from undue 
influence from the KMP to whom the remuneration report apply. 

The remuneration report was provided to the Committee as an input into decision making only. The Committee 
considered the report findings, along with other factors, in making its remuneration decisions. 

The fees paid to Ernst & Young for the remuneration report findings were $53,251.  

Annual Report 2015 12

12 

 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

2.  REMUNERATION GOVERNANCE (CONTINUED) 

Remuneration Report approval at 2014 Annual General Meeting (AGM) 

The Remuneration Report for the 52 weeks ended 26 July 2014 received positive shareholder support at the 2014 
AGM with proxies of 91% voting in favour. 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS 

3A. Remuneration principles and strategy 

The Group’s executive remuneration strategy is designed to attract, motivate and retain high performing individuals 
and align the interests of executives with shareholders. 

The Group operates mainly in the Retail Industry, with revenues earned in its traditional markets of Australia and 
New Zealand, whilst currently increasing its revenues from international markets. The industry in Australia and New 
Zealand has seen significant structural change over recent years from changes in technology, increased international 
competitors entering the Australian and New Zealand Retail Industry and significant changes in the general 
consumer sentiment. At the same time, the market for skilled and experienced executives in the industry has become 
increasingly competitive and international in nature.  

The Board believes that, given these structural changes and growth of the Group’s international business, it is critical 
and in the best interest of shareholders to attract and retain the best possible executive team by offering appropriate 
remuneration packages. 

The diagram on the following page illustrates how the Group’s remuneration strategy aligns with the strategic 
direction and links remuneration outcomes to performance. 

13 Premier Investments Limited

13 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3A. Remuneration principles and strategy (continued) 

                            Group Objective 

To be recognised as a leader in our industry and build long-term value for our shareholders 

Remuneration strategy linkages to Group objective 

Align the interests of executives with  shareholders 

Attract, motivate and retain high performing 

  The  remuneration  framework  incorporates “at-

individuals 

risk” components, through STI and LTI plans. 

  The remuneration offering is competitive for 

  Performance is assessed against a suite  of 

companies of a similar industry, size and 

financial and non-financial measures relevant 

complexity. 

to the success of the Group and generating 

  Longer-term remuneration  encourages 

returns for  shareholders. 

retention and multi-year performance focus. 

Component 

Vehicle 

Purpose 

Link to   performance 

Fixed 

remuneration 

 Comprises 

base  salary, 

superannuation 

contributions 

and other  

benefits 

 To provide competitive 

 Group and individual performance 

fixed remuneration set 

with reference to role, 

market and experience. 

are considered during regular 

reviews. 

STI 

 Paid in cash 

 Rewards executives for 

 Underlying earnings before interest 

LTI 

 Awarded in 

performance 

rights 

their contribution to 

and tax of each business segment 

achievement of Group and 

are the key financial metrics. 

business unit outcomes. 

 Linked to other internal financial 

and non-financial measures. 

 Rewards executives for 

 Vesting of grants is dependent on 

their contribution to the 

creation of shareholder 

value over the longer 

term. 

both the Total Shareholder Return 

(“TSR”) performance being positive 

(absolute measure) and relative to 

a peer group (relative measure). 

Discretionary 

 Awarded by way 

 Rewards executives in 

 Granted at the discretion of the 

Bonus 

of cash or 

performance 

rights 

exceptional circumstances 

Board of Directors upon 

linked to long term 

recommendation of the Committee.  

shareholder outcomes. 

It is the intention that discretionary 

bonuses only be given in 

exceptional circumstances when in 

the best interests of the Group.  No 

discretionary bonuses were paid or 

issued during the 2015 or 2014 

financial years.  

14 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3A. Remuneration principles and strategy (continued) 

                            Group Objective 

To be recognised as a leader in our industry and build long-term value for our shareholders 

Remuneration strategy linkages to Group objective 

Align the interests of executives with  shareholders 

  The  remuneration  framework  incorporates “at-
risk” components, through STI and LTI plans. 

  Performance is assessed against a suite  of 

financial and non-financial measures relevant 
to the success of the Group and generating 
returns for  shareholders. 

Attract, motivate and retain high performing 
individuals 

  The remuneration offering is competitive for 
companies of a similar industry, size and 
complexity. 

  Longer-term remuneration  encourages 

retention and multi-year performance focus. 

Component 

Vehicle 

Purpose 

Link to   performance 

Fixed 
remuneration 

 Comprises 

base  salary, 
superannuation 
contributions 
and other  
benefits 

STI 

 Paid in cash 

LTI 

 Awarded in 

performance 
rights 

 To provide competitive 
fixed remuneration set 
with reference to role, 
market and experience. 

 Group and individual performance 

are considered during regular 
reviews. 

 Rewards executives for 
their contribution to 
achievement of Group and 
business unit outcomes. 

 Underlying earnings before interest 
and tax of each business segment 
are the key financial metrics. 

 Linked to other internal financial 
and non-financial measures. 

 Rewards executives for 
their contribution to the 
creation of shareholder 
value over the longer 
term. 

 Vesting of grants is dependent on 
both the Total Shareholder Return 
(“TSR”) performance being positive 
(absolute measure) and relative to 
a peer group (relative measure). 

Discretionary 
Bonus 

 Awarded by way 

 Rewards executives in 

 Granted at the discretion of the 

of cash or 
performance 
rights 

exceptional circumstances 
linked to long term 
shareholder outcomes. 

Board of Directors upon 
recommendation of the Committee.  
It is the intention that discretionary 
bonuses only be given in 
exceptional circumstances when in 
the best interests of the Group.  No 
discretionary bonuses were paid or 
issued during the 2015 or 2014 
financial years.  

Annual Report 2015 14

14 

 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3B. Approach to setting remuneration 

For the financial year ended 25 July 2015, the executive remuneration framework comprised fixed remuneration, 
STI and LTI as outlined below. 

The Group aims to reward executives with a level and mix of remuneration appropriate to their position and 
responsibilities, while being competitive and linked to shareholder value creation. 

3C. Fixed remuneration objectives 

Fixed remuneration is reviewed by the Committee. The process consists of a review of the Group, business unit and 
individual performance, relevant comparative remuneration externally and internally and, where appropriate, external 
advice on policies and practices. The Committee has access to external advice independent of management. 

During the 2011 financial year, the Board reviewed the structural issues and opportunities facing the Group and the 
industry in which it operates. The Board made a key strategic decision to appoint Mr. McInnes as CEO of Premier 
Retail. Mr. McInnes has a long track record of success in every role he has occupied. He was directly responsible for 
some of Australia’s greatest retail success stories – including as co-founder of the Officeworks concept. Prior to 
being appointed as CEO of Premier Retail, Mr. McInnes led David Jones to its most successful time as a public listed 
company. From 2003 to 2010, he was CEO and executive Director of David Jones turning David Jones into a fashion 
and financial powerhouse, creating in excess of $2 billion of shareholder value. The Board believes that Mr. McInnes’ 
remuneration package is appropriate for an executive of his skills and experience. 

3D. Detail of incentive plans 

Short-term incentive (STI) 

The Group operates an annual STI program available to executives and awards a cash incentive subject to the 
attainment of clearly defined Group and business unit measures. 

Who participates? 

Executives 

How is STI delivered? 

Cash 

What is the STI 
opportunity? 

Executives have a STI opportunity of earning between 0% and 100% of fixed 
remuneration. 

What are the 
performance 
conditions for each 
financial year? 

Actual STI payments awarded to each executive depend on the extent to 
which specific targets set are met. 

The targets consist of key performance indicators (“KPI’s”) covering financial 
and non-financial, Group and business unit measures of performance. 

The financial performance measures were chosen as they represent the key 
drivers for the short-term success of the business and provide a framework 
for delivering long-term value. 

15 Premier Investments Limited

15 

 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3D. Detail of incentive plans (continued) 

Short-term incentive (STI) (continued) 

What are the 
performance 
conditions for each 
financial year? 
(continued) 

The non-financial component of the STI plan is measured with reference to an 
assessment against a range of measures. The measures (and their intended 
objectives) are as follows: 

  Market and competitive positioning: to focus on preserving the 

Group’s market share. 

  Customer service: to focus on the retention of existing customers. 

 

Implementation of key growth initiatives: to focus on the Group’s 
growth objectives. 

  Safety: to focus on continuous improvement in safety performance. 

  Leadership / team contribution: to focus on the growth and 

development of our talent as a means of leadership succession. 

Mr. McInnes’ STI performance condition is based on the annual growth 
of Premier Retail’s Earnings Before Interest and Taxation (“EBIT”). 

Ms. Garnsey’s and Mr. Gardner’s primary performance condition is the 
achievement of specific targets and growth in Premier Retail underlying 
EBIT, and within their functional areas of accountability they have 
specific financial and non-financial measures which must be achieved. 

Refer to page 25 for a reconciliation between underlying EBIT and 
reported segment results 

How is performance 
assessed? 

After the end of the financial year and after consideration of performance 
against KPI’s: 

 

 

the remuneration committee recommends the amount of STI to be paid 
to the CEO Premier Retail for board approval, and 

for the other executives, the remuneration committee will seek 
recommendations from the CEO Premier Retail as appropriate. 

Long-term incentive (LTI) 

LTI grants are made to executives in order to align remuneration with the creation of shareholder value over the long 
term. 

Generally the rights are granted annually and are eligible to vest three years from the date of the grant, with the 
exception of grants given to Mr. Mark McInnes and Ms. Colette Garnsey. The performance rights issued to Mr. 
McInnes on 10 May 2011 are eligible to vest in three tranches; on 4 April 2014, 4 April 2015 and 4 April 2016. 

The performance rights issued to Ms. Colette Garnsey on 18 April 2013 were issued to replace vesting performance 
rights that she was entitled to in her previous employment. The performance rights issued to Ms. Garnsey are eligible 
to vest in three tranches on 20 June 2015, 20 June 2016 and 20 June 2017.  

During the 2015 financial year, the Group engaged the services of Ernst & Young to report on the LTI plan against 
market comparables including aspects such as the number of participants, allocation methodology, award vehicle, 
performance and vesting period, performance measures including the possibility of an absolute test based on 
earnings, peer group for TSR testing and re-testing. 

Annual Report 2015 16

16 

 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3D. Detail of incentive plans (continued) 

Long-term incentive (LTI) (continued) 

3D. Detail of incentive plans (continued) 

Long-term incentive (LTI) (continued) 

Following on from the Ernst & Young review, the Committee, having regard for shareholder outcomes, the structure 
of Premier Investments Limited and market segment, made the following changes to the plan: 

When does the LTI 

The performance rights generally will vest over a period of three years subject 

vest? 

to meeting performance measures.  The testing period for Mr. McInnes and 

Ms. Garnsey are detailed on page 20. 

The performance rights issued in the 2015 financial year have no opportunity 

to re-test. The rights issued prior to the 2015 financial year are re-tested a 

year later if the TSR when first tested is between the 40th and 50th percentile. 

How are grants treated 

Generally, all outstanding unvested rights are forfeited upon an executive 

on termination? 

resigning from the Group. In the event of Mr. McInnes resigning such that his 

contractual notice period would expire within a 14 day period prior to a 

particular vesting date, those performance rights issued on 10 May 2011 to Mr. 

McInnes which would have been eligible to vest on that vesting date will be 

unaffected by the resignation. All other outstanding unvested rights are 

forfeited. 

May participants enter 

Executives are prohibited from entering into transactions to hedge or limit the 

into hedging 

arrangements? 

economic risk of the securities allocated to them under the Performance 

Rights Plan, either before vesting or after vesting while the securities are held 

subject to restriction. Executives are only able to hedge securities that have 

vested and continue to be subject to a trading restriction and a seven-year 

lock, with the prior consent of the Board. 

No employees have any hedging arrangements in place. 

Are there restrictions 

Once rights have been allocated, disposal of performance shares is subject to 

on disposals? 

restrictions whereby board approval is required to sell shares granted within 

seven years under this plan. 

Do participants receive 

Participants do not receive distributions or dividends on unvested LTI grants. 

distributions or 

dividends on unvested 

LTI grants? 

 

 

allocation to be done on face value, and 

no re-testing allowed. 

What were the 
performance 
conditions for the 2014 
and 2015 financial year 
grants? 

The Group uses TSR as the performance measure for the LTI plan applying 
both an absolute and relative test. 

The absolute test requires that over the testing period, the TSR needs to be 
positive.  If the TSR is negative over the testing period then the Performance 
Rights lapse. 

If the TSR is positive, the Group then uses a relative TSR compared to a peer 
group. 

The peer group chosen for comparison is the S&P/ASX200 Industrials, 
excluding overseas and resource companies. This peer group was chosen as 
it reflects the Group's competitors for capital and talent. 

The Group's performance against the measure is determined according to 
Premier Investment Limited’s ranking against the companies in the TSR peer 
group over the performance period. The vesting schedule is as follows: 

Target 

Below 50th percentile 
50th percentile 
Between 50th and 62.5th 
percentile 
62.5th percentile 
Between 62.5th and 75th 
percentile 
75th percentile and 
above 

Conversion ratio of rights to shares available to 
vest under the TSR Performance Condition 
0% 

25% 

Pro Rata 

50% 

Pro Rata 

100% 

The absolute positive TSR was selected to ensure that absolute wealth 
creation is always aligned between shareholders and executives. 

Relative TSR was selected as the LTI performance measure as TSR 
provides an alignment between comparative shareholder return and reward 
for executives. 

How is performance 
assessed? 

TSR performance is calculated by an independent external adviser at the end 
of each performance period. 

Section 8, “Additional disclosures relating to rights and shares” provides 
details of performance rights granted, vested, exercised and lapsed during 
the year. 

17 Premier Investments Limited

17 

18 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

3.  EXECUTIVE REMUNERATION ARRANGEMENTS (CONTINUED) 

3D. Detail of incentive plans (continued) 

Long-term incentive (LTI) (continued) 

When does the LTI 
vest? 

How are grants treated 
on termination? 

May participants enter 
into hedging 
arrangements? 

The performance rights generally will vest over a period of three years subject 
to meeting performance measures.  The testing period for Mr. McInnes and 
Ms. Garnsey are detailed on page 20. 
The performance rights issued in the 2015 financial year have no opportunity 
to re-test. The rights issued prior to the 2015 financial year are re-tested a 
year later if the TSR when first tested is between the 40th and 50th percentile. 

Generally, all outstanding unvested rights are forfeited upon an executive 
resigning from the Group. In the event of Mr. McInnes resigning such that his 
contractual notice period would expire within a 14 day period prior to a 
particular vesting date, those performance rights issued on 10 May 2011 to Mr. 
McInnes which would have been eligible to vest on that vesting date will be 
unaffected by the resignation. All other outstanding unvested rights are 
forfeited. 

Executives are prohibited from entering into transactions to hedge or limit the 
economic risk of the securities allocated to them under the Performance 
Rights Plan, either before vesting or after vesting while the securities are held 
subject to restriction. Executives are only able to hedge securities that have 
vested and continue to be subject to a trading restriction and a seven-year 
lock, with the prior consent of the Board. 
No employees have any hedging arrangements in place. 

Are there restrictions 
on disposals? 

Once rights have been allocated, disposal of performance shares is subject to 
restrictions whereby board approval is required to sell shares granted within 
seven years under this plan. 

Do participants receive 
distributions or 
dividends on unvested 
LTI grants? 

Participants do not receive distributions or dividends on unvested LTI grants. 

Annual Report 2015 18

18 

 
 
 
 
 
 
 
DIRECTORS’ REPORT 

(CONTINUED) 

(CONTINUED) 

Group performance and its link to LTI 

The performance measure which drives LTI vesting is the Group’s Total Shareholder Return (“TSR”) performance in 

absolute terms being positive and relates to the companies within the S&P/ASX 200 Industrials, excluding overseas 

and resource companies. The table below indicates the outcomes of the TSR testing performed during the 2014 and 

2015 financial years: 

Testing Period 

Share price 

Share price 

at start of 

at end of 

testing 

period 

testing 

period 

Dividends 

TSR 

TSR 

paid 

percentage 

percentile 

1 Oct 2010 to 30 Sept 2013 

$7.15 

$8.59 

24 Mar 2011 to 3 Apr 2014 

$5.91 

$9.84 

1 Oct 2011 to 30 Sept 2014 

$5.20 

$10.20 

24 Mar 2011 to 3 Apr 2015 

$5.91 

$12.92 

19 Jun 2012 to 19 Jun 2015 

$4.49 

$13.29 

$1.19 fully 

franked 

$1.10 fully 

franked 

$1.12 fully 

franked 

$1.50 fully 

franked 

$1.26 fully 

franked 

42.6% 

95.3% 

133.4% 

166.0% 

241.8% 

58th 

85th 

85th 

89th 

96th 

The below chart shows the Premier Share performance against the S&P/ASX200 Index, from 4 April 2011 to  

24 July 2015: 

DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

Group performance and its link to STI 

The financial performance measures driving STI payment outcomes are primarily Premier Retail Underlying Earnings 
before Interest and Taxation (EBIT) and annual Premier Retail Underlying EBIT growth. The following chart shows 
Premier Retail underlying EBIT for the five years since the appointment of Mr. McInnes as CEO Premier Retail. 

Premier Retail Underlying EBIT 

120

100

80

60

40

20

0

$ million

FY11

$65.3

FY12
$80.4

FY13

$83.7

FY14
$92.8

FY15
$105.7

Note: The term underlying EBIT is not an IFRS defined term. Please refer to page 25 for a reconciliation between 
Underlying EBIT and Statutory reported operating profit before tax for the Retail Segment.  

Performance compared to STI payments made during the financial year ended 25 July 2015 and 26 July 2014 

STI payments to Mr. McInnes 

During the financial year ended 26 July 2014, an STI payment of $1,800,000 was paid to Mr. McInnes in relation to 
the growth achieved in Premier Retail underlying EBIT for the 2012 financial year.  

During the 2015 financial year, two STI payments were made to Mr. McInnes. An STI payment of $1,100,000 was 
paid in relation to the growth achieved in Premier Retail underlying EBIT for the 2013 financial year. Another STI 
payment of $2,000,000 was paid in relation to growth achieved in Premier Retail Underlying EBIT for the 2014 
financial year.  

The historical growth in Premier Retail underlying EBIT is detailed in the graph above. 

STI payments to Ms. Garnsey 

An STI payment of $300,000 was paid to Ms. Garnsey due to the achievement of her KPI’s, including growth in 
Underlying EBIT and performance met on other brands for the 2014 financial year. 

19 Premier Investments Limited

19 

20 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

(CONTINUED) 

Group performance and its link to LTI 

The performance measure which drives LTI vesting is the Group’s Total Shareholder Return (“TSR”) performance in 
absolute terms being positive and relates to the companies within the S&P/ASX 200 Industrials, excluding overseas 
and resource companies. The table below indicates the outcomes of the TSR testing performed during the 2014 and 
2015 financial years: 

Testing Period 

Share price 
at start of 
testing 
period 

Share price 
at end of 
testing 
period 

Dividends 
paid 

TSR 
percentage 

TSR 
percentile 

1 Oct 2010 to 30 Sept 2013 

$7.15 

$8.59 

24 Mar 2011 to 3 Apr 2014 

$5.91 

$9.84 

1 Oct 2011 to 30 Sept 2014 

$5.20 

$10.20 

24 Mar 2011 to 3 Apr 2015 

$5.91 

$12.92 

19 Jun 2012 to 19 Jun 2015 

$4.49 

$13.29 

$1.19 fully 
franked 

$1.10 fully 
franked 

$1.12 fully 
franked 

$1.50 fully 
franked 

$1.26 fully 
franked 

42.6% 

95.3% 

133.4% 

166.0% 

241.8% 

58th 

85th 

85th 

89th 

96th 

The below chart shows the Premier Share performance against the S&P/ASX200 Index, from 4 April 2011 to  
24 July 2015: 

Premier Investments Limited Total Shareholder Return (TSR) from 4 April 2011 to 24 July 2015 

260 

210 

160 

110 

60 

PMV TSR from 4 April 2011 

S&P/ASX200 Accumulating Index 

Annual Report 2015 20

20 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

(CONTINUED) 

LTI vesting outcomes 

Executive KMP performance rights tested during the 2015 financial year 

October 2014 

During October 2014, a tranche of 85,878 LTI performance rights issued to Mr. Gardner during the 2012 financial 
year was tested. The testing period began on 1 October 2011. At this date, Premier Investments’ share price was 
$5.20 per share. During the three year testing period, Premier Investments paid a total of $1.12 fully franked 
dividends per share. The historical data concerning the Group in respect of the 2015 financial year and the four 
previous financial years are set out on page 8 of the Director’s Report, under the heading “Group Performance”. The 
underlying performance of Premier Retail is detailed on page 19 and details of all TSR testing is detailed on page 20. 
The testing period ended on 30 September 2014 when the share price was $10.20 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 
comparator group. As a result, 85,878 performance rights vested and converted into 85,878 newly issued ordinary 
shares. This is in line with the LTI scheme rules and represent a 100% conversion ratio. 

March 2015 

During April 2014, a first tranche of 600,000 LTI performance rights issued to Mr. McInnes in May 2011 were tested. 
The testing period began on 24 March 2011, being the day prior to the announced appointment of Mr. McInnes. At 
this date, Premier Investments’ share price was $5.91 per share. During the three year testing period, Premier 
Investments paid a total of $1.10 fully franked dividends per share. The historical data concerning the Group in 
respect of the 2015 financial year and the four previous financial years is set out on page 8 of the Directors’ Report 
under the heading “Group Performance”, the underlying performance of Premier Retail is detailed on page 19 and 
details of all TSR testing is detailed on page 20. The testing period ended on 3 April 2014 when the share price was 
$9.84 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 
comparator group. 

Under the LTI scheme rules, a test above the 75th percentile would have resulted in 100% conversion and vesting 
into 600,000 ordinary shares. However, in terms of Mr. McInnes’ contract in relation to this tranche of performance 
rights, one third of the performance rights had an additional 12 month retention clause. As a result, 400,000 
performance rights vested and converted into 400,000 newly issued ordinary shares. The balance of 200,000 
performance rights, in relation to this specific tranche, having already passed the 100% qualifying TSR test, passed 
the additional retention test in March 2015 and therefore the 200,000 performance rights vested and converted into 
200,000 newly issued ordinary shares. 

April 2015 

In April 2015, a second tranche of 300,000 LTI performance rights issued to Mr. McInnes in May 2011 were tested. 
The testing period began on 24 March 2011, being the day prior to the announced appointment of Mr. McInnes. At 
this date, Premier Investments’ share price was $5.91 per share. During the four year testing period, Premier 
Investments paid a total of $1.50 fully franked dividends per share. The historical data concerning the Group in 
respect of the 2015 financial year and the four previous financial years is set out on page 8 of the Directors’ Report 
under the heading “Group Performance”, the underlying performance of Premier Retail is detailed on page 19 and 
details of all TSR testing is detailed on page 20. The testing period ended on 3 April 2015 when the share price was 
$12.92 per share. 

(CONTINUED) 

comparator group. 

June 2015 

comparator group. 

ordinary shares. 

October 2013 

Executive KMP performance rights tested during the 2015 financial year (continued) 

The Group received an independent assessment of the performance over the four year testing period. The 

assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 

Under the LTI scheme rules, a test above the 75th percentile would have resulted in 100% conversion and vesting 

into 300,000 ordinary shares. However, in terms of Mr. McInnes’ contract in relation to this tranche of performance 

rights, one half of the performance rights had an additional 12 month retention clause. As a result, 200,000 

performance rights vested and converted into 200,000 newly issued ordinary shares. The balance of 100,000 

performance rights, in relation to this specific tranche, having already passed the 100% qualifying TSR test, will now 

be subject to a retention test to be performed in March 2016. 

In June 2015, a first tranche of 80,000 LTI performance rights issued to Ms. Garnsey in June 2012 were tested. The 

testing period began on 19 June 2012. At this date, Premier Investments’ share price was $4.49 per share. During 

the three year testing period, Premier Investments paid a total of $1.26 fully franked dividends per share. The 

historical data concerning the Group in respect of the 2015 financial year and the four previous  financial years is set 

out on page 8 of the Directors’ Report under the heading “Group Performance”, the underlying performance of 

Premier Retail is detailed on page 19 and details of all TSR testing is detailed on page 20. The testing period ended 

on 19 June 2015 when the share price was $13.29 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 

assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 

Under the LTI scheme rules, a test above the 75th percentile resulted in 100% conversion and vesting into 80,000 

Executive KMP performance rights tested during the 2014 financial year  

In October 2013, a tranche of 62,587 LTI performance rights issued to Mr. Gardner during the 2011 financial year 

was tested. The testing period began on 1 October 2010. At this date, Premier Investments’ share price was $7.15 

per share. During the three year testing period, Premier Investments paid a total of $1.19 fully franked dividends per 

share. The historical data concerning the Group in respect of the 2014 financial year and the four previous financial 

years is set out on page 8 of the Directors’ Report under the heading “Group Performance”, the underlying 

performance of Premier Retail is detailed on page 19 and details of all TSR testing is detailed on page 20. The 

testing period ended on 30 September 2013 when the share price was $8.59 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 

assessment concluded that Premier Investments’ TSR was both positive and between the 50th and 62.5th percentile 

of the comparator group. As a result, 25,235 performance rights vested and converted into 25,235 newly issued 

ordinary shares. This is in line with the LTI scheme rules and represents a 40.3% conversion ratio. The balance of 

37,352 performance rights lapsed. 

21 Premier Investments Limited

21 

22 

 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

(CONTINUED) 

Executive KMP performance rights tested during the 2015 financial year (continued) 

The Group received an independent assessment of the performance over the four year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 
comparator group. 

Under the LTI scheme rules, a test above the 75th percentile would have resulted in 100% conversion and vesting 
into 300,000 ordinary shares. However, in terms of Mr. McInnes’ contract in relation to this tranche of performance 
rights, one half of the performance rights had an additional 12 month retention clause. As a result, 200,000 
performance rights vested and converted into 200,000 newly issued ordinary shares. The balance of 100,000 
performance rights, in relation to this specific tranche, having already passed the 100% qualifying TSR test, will now 
be subject to a retention test to be performed in March 2016. 

June 2015 

In June 2015, a first tranche of 80,000 LTI performance rights issued to Ms. Garnsey in June 2012 were tested. The 
testing period began on 19 June 2012. At this date, Premier Investments’ share price was $4.49 per share. During 
the three year testing period, Premier Investments paid a total of $1.26 fully franked dividends per share. The 
historical data concerning the Group in respect of the 2015 financial year and the four previous  financial years is set 
out on page 8 of the Directors’ Report under the heading “Group Performance”, the underlying performance of 
Premier Retail is detailed on page 19 and details of all TSR testing is detailed on page 20. The testing period ended 
on 19 June 2015 when the share price was $13.29 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 
comparator group. 

Under the LTI scheme rules, a test above the 75th percentile resulted in 100% conversion and vesting into 80,000 
ordinary shares. 

Executive KMP performance rights tested during the 2014 financial year  

October 2013 

In October 2013, a tranche of 62,587 LTI performance rights issued to Mr. Gardner during the 2011 financial year 
was tested. The testing period began on 1 October 2010. At this date, Premier Investments’ share price was $7.15 
per share. During the three year testing period, Premier Investments paid a total of $1.19 fully franked dividends per 
share. The historical data concerning the Group in respect of the 2014 financial year and the four previous financial 
years is set out on page 8 of the Directors’ Report under the heading “Group Performance”, the underlying 
performance of Premier Retail is detailed on page 19 and details of all TSR testing is detailed on page 20. The 
testing period ended on 30 September 2013 when the share price was $8.59 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and between the 50th and 62.5th percentile 
of the comparator group. As a result, 25,235 performance rights vested and converted into 25,235 newly issued 
ordinary shares. This is in line with the LTI scheme rules and represents a 40.3% conversion ratio. The balance of 
37,352 performance rights lapsed. 

Annual Report 2015 22

22 

 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

(CONTINUED) 

Executive KMP performance rights tested during the 2014 financial year (continued) 

April 2014 

In April 2014, a first tranche of 600,000 LTI performance rights issued to Mr. McInnes in May 2011 were tested. The 
testing period began on 24 March 2011, being the day prior to the announced appointment of Mr. McInnes. At this 
date, Premier Investments’ share price was $5.91 per share. During the three year testing period, Premier 
Investments paid a total of $1.10 fully franked dividends per share. The historical data concerning the Group in 
respect of the 2014 financial year and the four previous financial years is set out on page 8 of the Directors’ Report 
under the heading “Group Performance”, the underlying performance of Premier Retail is detailed on page 19 and 
details of all TSR testing is detailed on page 20. The testing period ended on 3 April 2014 when the share price was 
$9.84 per share. 

The Group received an independent assessment of the performance over the three year testing period. The 
assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 
comparator group. 

Under the LTI scheme rules, a test above the 75th percentile would have resulted in 100% conversion and vesting 
into 600,000 ordinary shares. However, in terms of Mr. McInnes’ contract in relation to this tranche of performance 
rights, one third of the performance rights had an additional 12 month retention clause. As a result, 400,000 
performance rights vested and converted into 400,000 newly issued ordinary shares. The balance of 200,000 
performance rights, in relation to this specific tranche, having already passed the 100% qualifying TSR test, was 
subject to a retention test performed in March 2015. 

23 Premier Investments Limited

23 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Executive KMP performance rights tested during the 2014 financial year (continued) 

(CONTINUED) 

April 2014 

$9.84 per share. 

comparator group. 

In April 2014, a first tranche of 600,000 LTI performance rights issued to Mr. McInnes in May 2011 were tested. The 

testing period began on 24 March 2011, being the day prior to the announced appointment of Mr. McInnes. At this 

date, Premier Investments’ share price was $5.91 per share. During the three year testing period, Premier 

Investments paid a total of $1.10 fully franked dividends per share. The historical data concerning the Group in 

respect of the 2014 financial year and the four previous financial years is set out on page 8 of the Directors’ Report 

under the heading “Group Performance”, the underlying performance of Premier Retail is detailed on page 19 and 

details of all TSR testing is detailed on page 20. The testing period ended on 3 April 2014 when the share price was 

The Group received an independent assessment of the performance over the three year testing period. The 

assessment concluded that Premier Investments’ TSR was both positive and above the 75th percentile of the 

Under the LTI scheme rules, a test above the 75th percentile would have resulted in 100% conversion and vesting 

into 600,000 ordinary shares. However, in terms of Mr. McInnes’ contract in relation to this tranche of performance 

rights, one third of the performance rights had an additional 12 month retention clause. As a result, 400,000 

performance rights vested and converted into 400,000 newly issued ordinary shares. The balance of 200,000 

performance rights, in relation to this specific tranche, having already passed the 100% qualifying TSR test, was 

subject to a retention test performed in March 2015. 

DIRECTORS’ REPORT 

(CONTINUED) 

DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

4.  EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE) 

5.  EXECUTIVE SERVICE AGREEMENTS 

Remuneration and other terms of employment for key management personnel and other executives are formalised 
in written service agreements (with the exception of Mr. Kim Davis, whose relevant terms of employment are set out 
below). Major provisions of the agreements are set out below: 

Termination benefits 

Start 
date 

Term of 
agreement 

Review 
period 

Period of 
written 
notice 
required 
from the 
company 

Mr. M. McInnes 

04-Apr-
2011 

Open 

Annual 

12 months 

Upon 
company 
initiated 

Upon 
diminution 
of role 

Nil 

12 months 
TFR 
including 
notice 

Mr. K. F. Davis 

Mr. A. Gardner 

17-Nov-
1993 

02-Jan-
2007 

Open 

Annual 

3 months 

Nil 

Open 

Annual 

12 months 

Period of 
written notice 
required from 
employee 

6 months (in 
first 12 
months of 
employment) 
12 months 
thereafter 

3 months 

12 months 

Ms. C. Garnsey 

20-Sep-
2012 

Open 

Annual 

12 months 

Nil 

12 months 

Nil 

Nil 

12 months 
TFR 
including 
notice 

12 months 
TFR 
including 
notice 

6.  NON-EXECUTIVE DIRECTOR FEE ARRANGEMENTS 

Determination of fees and maximum aggregate non-executive director remuneration 

The Board seeks to set Non-Executive Director fees at a level which provides the Group with the ability to attract and 
retain Non-Executive Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. 

The Group’s constitution and the ASX listing rules specify that the Non-Executive Director maximum aggregate 
remuneration shall be determined from time to time by a general meeting. The latest determination was at the 2008 
Annual General Meeting held on 25 November 2008 when shareholders approved an aggregate remuneration of an 
amount not exceeding $1,000,000 per year.  

The Chairman of the Group, consistent with his past practice, has declined to accept any remuneration for his role as 
a director or for his role on any committees. 

Fee policy 

Non-Executive Directors fees consist of base fees and committee fees. The payment of committee fees recognises 
the additional time commitment required by Non-Executive Directors who serve on Board committees.  

Non-Executive Directors may be reimbursed for expenses reasonably incurred in attending to the Group’s affairs. 
Non-Executive Directors do not participate in any incentive programs. Premier has not established any schemes for 
retirement benefits for Non-Executive Directors (other than superannuation). 

23 

Annual Report 2015 24

24 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

RECONCILIATION BETWEEN UNDERLYING PREMIER RETAIL EARNINGS BEFORE INTEREST 
AND TAXATION (EBIT) AND REPORTED RETAIL SEGMENT RESULT 

IFRS financial information is financial information that is presented in accordance with all relevant accounting 
standards. Non-IFRS information is financial information that is presented other than in accordance with all 
relevant accounting standards. 

STI payments are paid based on Non-IFRS financial information.  The table below reconciles the Non-IFRS 
financial term “Premier Retail Underlying EBIT” to the Reported Retail Segment Result for each of the financial 
years: 

2011 
$’000 

2012 
$’000 

2013 
$’000 

2014 
$’000 

2015 
$’000 

Reported Retail Segment Operating Profit before 
Taxation 

39,796 

69,988 

76,686 

79,299 

98,958 

Adjusted for: 

Finance costs and other inter-segment adjustments 

9,688 

10,386 

7,018 

5,829 

5,065 

One-off costs related to strategic review 

15,771 

One-off Smiggle UK market entry expense 

One-off supply chain transformation expense 

One-off exit of South African Joint Venture 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

3,193 

4,482 

 - 

 - 

 - 

 - 

1,724 

Underlying Premier Retail  EBIT 

65,255 

80,374 

83,704 

92,803  105,747 

Underlying Premier Retail EBIT, expressed in
$’ millions 

65.3 

80.4 

83.7 

92.8 

105.7 

25 Premier Investments Limited

25 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

RECONCILIATION BETWEEN UNDERLYING PREMIER RETAIL EARNINGS BEFORE INTEREST 

AND TAXATION (EBIT) AND REPORTED RETAIL SEGMENT RESULT 

IFRS financial information is financial information that is presented in accordance with all relevant accounting 

standards. Non-IFRS information is financial information that is presented other than in accordance with all 

relevant accounting standards. 

STI payments are paid based on Non-IFRS financial information.  The table below reconciles the Non-IFRS 

financial term “Premier Retail Underlying EBIT” to the Reported Retail Segment Result for each of the financial 

years: 

Taxation 

Adjusted for: 

Reported Retail Segment Operating Profit before 

2011 

$’000 

2012 

$’000 

2013 

$’000 

2014 

$’000 

2015 

$’000 

39,796 

69,988 

76,686 

79,299 

98,958 

Finance costs and other inter-segment adjustments 

9,688 

10,386 

7,018 

5,829 

5,065 

One-off costs related to strategic review 

15,771 

One-off Smiggle UK market entry expense 

One-off supply chain transformation expense 

One-off exit of South African Joint Venture 

 - 

 - 

 - 

 - 

 - 

3,193 

4,482 

 - 

 - 

 - 

 - 

 - 

1,724 

 - 

 - 

 - 

 - 

 - 

 - 

Underlying Premier Retail  EBIT 

65,255 

80,374 

83,704 

92,803  105,747 

Underlying Premier Retail EBIT, expressed in

$’ millions 

65.3 

80.4 

83.7 

92.8 

105.7 

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8

Annual Report 2015 28

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DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

8.  ADDITIONAL DISCLOSURES RELATING TO RIGHTS AND SHARES (CONTINUED) 

b)  Value of rights awarded, exercised and lapsed during the year 

2015 
Key management 
personnel 

Mr. M. McInnes 

Mr. A. Gardner 

Ms. C. Garnsey 

Value of rights 
granted during the 
year 
$ 

Value of rights 
exercised during the 
year 
$ 

Value of rights 
lapsed during the 
year 
$ 

Remuneration 
consisting of rights 
for the year 
% 

- 

137,498 

- 

5,242,000 

869,085 

1,063,200 

- 

- 

- 

5.81 

12.82 

8.86 

There were no alterations to the terms and conditions of rights awarded as remuneration since their award 
date. 

c)  Shares issued on exercise of rights 

2015 
Key management 
personnel 

Mr. M. McInnes 

Mr. A. Gardner 

Ms. C. Garnsey 

Shares issued 
No 

Paid per share 
$ 

Unpaid per share 
$ 

400,000 

85,878 

80,000 

- 

- 

- 

- 

- 

- 

There were no alterations to the terms and conditions of rights awarded as remuneration since their award 
date. 

29 Premier Investments Limited

29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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8

Annual Report 2015 30

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(

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

DIRECTORS’ REPORT 

(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

8.  ADDITIONAL DISCLOSURES RELATING TO RIGHTS AND SHARES (CONTINUED) 

9.  ADDITIONAL DISCLOSURES RELATING TO TRANSACTIONS AND BALANCES WITH KEY 

e)  Number of Shares held in Premier Investments Limited 

BALANCE 
27 JULY 2014
ORDINARY 

SHARE 
PURCHASE 
ORDINARY 

SHARES 
ACQUIRED 
UNDER 
PERFORMANCE 
RIGHTS PLAN 
ORDINARY 

NET CHANGE 
OTHER 
ORDINARY 

BALANCE 
25 JULY 2015 
ORDINARY 

4,437,699 

207,592 

- 

- 

2,577,014 

8,000 

27,665 

28,186 

10,000 

400,000 

- 

109,998 

- 

7,806,154 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

(4,000) 

4,437,699 

207,592 

- 

- 

2,577,014 

8,000 

27,665 

28,186 

6,000 

400,000 

(400,000) 

400,000 

- 

85,878 

80,000 

- 

(82,610) 

- 

- 

113,266 

80,000 

565,878 

(486,610) 

7,885,422 

2015 

NON-EXECUTIVE 
DIRECTORS 

Mr. S. Lew * 

Mr. F.W. Jones 
Mr. T. Antonie 

Dr. D.M. Crean 

Mr. L.E. Fox 

Ms. S. Herman 

Mr. H.D. Lanzer 
Mr. M.R.I. McLeod 

Dr. G.H. Weiss 

EXECUTIVES 

Mr. M. McInnes 

Mr. K.F. Davis 

Mr. A. Gardner 

Ms. C. Garnsey ** 

TOTAL  

*  Mr. Lew is an associate of Century Plaza Investments Pty. Ltd. and Metrepark Pty. Ltd (Associated Entities). The 

Associated Entities, collectively, have a relevant interest in 59,804,731 (2014: 59,804,731) shares in the company. 

However, Mr. Lew does not have a relevant interest in the shares in the company held by the Associated Entities. 

** Subsequent to year-end Ms. Garnsey disposed of 40,000 ordinary shares. 

9.  ADDITIONAL DISCLOSURES RELATING TO TRANSACTIONS AND BALANCES WITH KEY 

MANAGEMENT PERSONNEL 

a)  Details and terms and conditions of other transactions and balances with key management personnel and 

their related parties 

Mr. Lanzer is a partner of the legal firm Arnold Bloch Leibler.  Group companies use the services of 
Arnold Bloch Leibler from time to time.  Legal services totalling $1,250,763 (2014: $1,216,100), including 
Mr. Lanzer's Directors fees, GST and disbursements were invoiced by Arnold Bloch Leibler to the 
consolidated group, with $101,748 (2014: $nil) remaining outstanding at year-end. The fees paid for these 
services were all at arm's length and on normal commercial terms. 

MANAGEMENT PERSONNEL (CONTINUED) 

a)  Details and terms and conditions of other transactions and balances with key management 

personnel and their related parties (continued) 

Mr. Lanzer is a director of Loch Awe Pty Ltd. During the year operating lease payments totalling $393,774 

(2014: $378,629) including GST was paid to Loch Awe Pty Ltd. The payments were at arm’s length and 

on normal commercial terms. 

Mr. Lew is a director of Voyager Distributing Company Pty Ltd and family companies associated with Mr. 

Lew have a controlling interest in Playcorp Pty Ltd and Sky Chain Trading Limited. During the year, 

purchases totalling $18,831,141  (2014: $20,332,905) including GST have been made by Group 

companies from Voyager Distributing Co. Pty Ltd, Playcorp Pty Ltd and Sky Chain Trading Limited, with 

$1,232,020 (2014: $1,436,941) remaining outstanding at year-end. The purchases were all at arm’s 

length and on normal commercial terms.  

Mr. Lew is a director of Century Plaza Trading Pty. Ltd. The company and Century Plaza Trading Pty Ltd 

are parties to a Services Agreement to which Century Plaza Trading agrees to provide certain services to 

the company to the extent required and requested by the company. The company is required to 

reimburse Century Plaza Trading for costs it incurs in providing the company with the services under the 

Service Agreement. The company reimbursed a total of $391,480 (2014: $412,718) costs including GST 

incurred by Century Plaza Trading Pty Ltd. 

Amounts recognised in the financial report at the reporting date in relation to other transactions: 

i) 

Amounts included within Assets and Liabilities 

Current Liabilities 

  Trade and other payables 

ii)  Amounts included within Profit or Loss 

Expenses 

Purchases/ Cost of goods sold 

Operating lease rental expense 

Legal fees 

Other expenses 

Total expenses  

2015

$’000 

1,334 

1,334 

2015

$’000 

17,355 

358 

1,137 

391 

19,241 

31 Premier Investments Limited

31

32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

REMUNERATION REPORT (AUDITED) (CONTINUED) 

9.  ADDITIONAL DISCLOSURES RELATING TO TRANSACTIONS AND BALANCES WITH KEY 

MANAGEMENT PERSONNEL (CONTINUED) 

a)  Details and terms and conditions of other transactions and balances with key management 

personnel and their related parties (continued) 

Mr. Lanzer is a director of Loch Awe Pty Ltd. During the year operating lease payments totalling $393,774 
(2014: $378,629) including GST was paid to Loch Awe Pty Ltd. The payments were at arm’s length and 
on normal commercial terms. 

Mr. Lew is a director of Voyager Distributing Company Pty Ltd and family companies associated with Mr. 
Lew have a controlling interest in Playcorp Pty Ltd and Sky Chain Trading Limited. During the year, 
purchases totalling $18,831,141  (2014: $20,332,905) including GST have been made by Group 
companies from Voyager Distributing Co. Pty Ltd, Playcorp Pty Ltd and Sky Chain Trading Limited, with 
$1,232,020 (2014: $1,436,941) remaining outstanding at year-end. The purchases were all at arm’s 
length and on normal commercial terms.  

Mr. Lew is a director of Century Plaza Trading Pty. Ltd. The company and Century Plaza Trading Pty Ltd 
are parties to a Services Agreement to which Century Plaza Trading agrees to provide certain services to 
the company to the extent required and requested by the company. The company is required to 
reimburse Century Plaza Trading for costs it incurs in providing the company with the services under the 
Service Agreement. The company reimbursed a total of $391,480 (2014: $412,718) costs including GST 
incurred by Century Plaza Trading Pty Ltd. 

Amounts recognised in the financial report at the reporting date in relation to other transactions: 

i) 

Amounts included within Assets and Liabilities 

Current Liabilities 

  Trade and other payables 

ii)  Amounts included within Profit or Loss 

Expenses 

Purchases/ Cost of goods sold 

Operating lease rental expense 

Legal fees 

Other expenses 

Total expenses  

2015
$’000 

1,334 

1,334 

2015
$’000 

17,355 

358 

1,137 

391 

19,241 

Annual Report 2015 32
32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT 
(CONTINUED) 

AUDITOR INDEPENDENCE 

A copy of the Auditor’s Independence Declaration in relation to the audit for the financial year is provided on page 
34 of this report. 

Signed in accordance with a resolution of the Board of Directors. 

Solomon Lew 
Chairman 
1 October 2015 

33 Premier Investments Limited

33

 
 
 
 
 
 
 
 
 
 
8 Exhibition Street  
Melbourne  VIC  3000  Australia 
GPO Box 67 
Melbourne  VIC  3001 

8 Exhibition Street  
Melbourne  VIC  3000  Australia 
GPO Box 67 
Melbourne  VIC  3001 

  Tel: +61 3 9288 8000 
Fax: +61 3 8650 7777 
ey.com/au 

  Tel: +61 3 9288 8000 
Fax: +61 3 8650 7777 
ey.com/au 

Auditor’s Independence Declaration to the Directors of Premier 
Investments Limited 

Auditor’s Independence Declaration to the Directors of Premier 
In relation to our audit of the financial report of Premier Investments Limited for the financial year ended    
Investments Limited 
25 July 2015 to the best of my knowledge and belief, there have been no contraventions of the auditor 
independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. 

In relation to our audit of the financial report of Premier Investments Limited for the financial year ended    
25 July 2015 to the best of my knowledge and belief, there have been no contraventions of the auditor 
independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. 

Ernst & Young 

Ernst & Young 

Rob Perry 
Partner 
Melbourne 
1 October 2015 
Rob Perry 
Partner 
Melbourne 
1 October 2015 

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

Annual Report 2015 34

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF COMPREHENSIVE INCOME  
STATEMENT OF COMPREHENSIVE INCOME  
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 

STATEMENT OF FINANCIAL POSITION 

AS AT 25 JULY 2015 AND 26 JULY 2014 

CONSOLIDATED 

CONSOLIDATED 

NOTES 

NOTES 

2015 
$’000 

2015 
$’000 

2014
$’000 

2014
$’000 

NOTES 

CONSOLIDATED

2015 

$’000 

Continuing operations 

Continuing operations 

Revenue from sale of goods 

Revenue from sale of goods 

Other revenue 

Other revenue 

Total revenue 

Total revenue 

Other income  

Other income  

Total income  

Total income  

Changes in inventories of finished goods and work in progress and 
Changes in inventories of finished goods and work in progress and 
raw materials used  
raw materials used  
Employee expenses 
Employee expenses 

Operating lease rental expense 

Operating lease rental expense 

Depreciation, impairment and amortisation 

Depreciation, impairment and amortisation 

Advertising and direct marketing 

Advertising and direct marketing 

Finance costs  

Finance costs  

Supply chain transformation 

Supply chain transformation 

Expense associated with disposal of asset held for sale 

Expense associated with disposal of asset held for sale 

Other expenses 

Other expenses 

Total expenses 

Total expenses 

Share of profit of associates 

Share of profit of associates 

Profit from continuing operations before income tax  

Profit from continuing operations before income tax  

Income tax expense  

Income tax expense  

Net profit for the period attributable to owners 

Net profit for the period attributable to owners 

Other comprehensive income (loss) 

Other comprehensive income (loss) 

Items that may be reclassified subsequently to profit or loss 
Cash flow hedges 

Items that may be reclassified subsequently to profit or loss 
Cash flow hedges 

Foreign currency translation 

Foreign currency translation 

Net movement in other comprehensive income of associates 

Net movement in other comprehensive income of associates 

Income tax on items of other comprehensive income 

Income tax on items of other comprehensive income 

Other comprehensive income (loss) for the period, net of tax 

Other comprehensive income (loss) for the period, net of tax 

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 
ATTRIBUTABLE TO THE OWNERS 

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 
ATTRIBUTABLE TO THE OWNERS 

Earnings per share for profit from continuing operations 
Earnings per share for profit from continuing operations 
attributable to the ordinary equity holders of the parent: 
attributable to the ordinary equity holders of the parent: 

4 

4 

4 

4 

4 

4 

5 

5 

5 

5 

5 

5 

5 

5 

5 

5 

14 

14 

6 

6 

20 

20 

20 

20 

20 

20 

20 

20 

947,662 

947,662 

10,230 

10,230 

957,892 

957,892 

3,977 

3,977 

961,869 

961,869 

(350,894) 

(350,894) 

(240,469) 

(240,469) 

(193,812) 

(193,812) 

(22,677) 

(22,677) 

(12,879) 

(12,879) 

(5,738) 

(5,738) 

- 

- 

(1,724) 

(1,724) 

(29,875) 

(29,875) 

892,570  

892,570  

11,624 

11,624 

904,194 

904,194 

1,898 

1,898 

906,092 

906,092 

(341,078) 

(341,078) 

(225,716) 

(225,716) 

(182,183) 

(182,183) 

(21,941) 

(21,941) 

(12,193) 

(12,193) 

(6,311) 

(6,311) 

(4,482) 

(4,482) 

- 

- 

(26,608) 

(26,608) 

(858,068) 

(858,068) 

(820,512) 

(820,512) 

13,144 

13,144 

116,945 

116,945 

(28,843) 

(28,843) 

12,785 

12,785 

98,365 

98,365 

(25,365) 

(25,365) 

88,102 

88,102 

73,000 

73,000 

35,374 

35,374 

1,418 

1,418 

2,728 

2,728 

(10,612) 

(10,612) 

28,908 

28,908 

(21,436) 

(21,436) 

728 

728 

(896) 

(896) 

6,431 

6,431 

(15,173) 

(15,173) 

117,010 

117,010 

57,827 

57,827 

- basic for profit for the year (cents per share)  

- basic for profit for the year (cents per share)  

- diluted for profit for the year (cents per share) 

- diluted for profit for the year (cents per share) 

31 

31 

31 

31 

56.49 

56.49 

55.92 

55.92 

46.98 

46.98 

46.36 

46.36 

The accompanying notes form an integral part of this Statement of Comprehensive Income. 

The accompanying notes form an integral part of this Statement of Comprehensive Income. 

1,338,307 

1,298,529 

The accompanying notes form an integral part of this Statement of Financial Position.

35 Premier Investments Limited

35

35

ASSETS 

Current assets 

Cash and cash equivalents 

Trade and other receivables 

Inventories 

Other financial instruments 

Other current assets 

Asset classified as held for sale 

Total current assets 

Non-current assets 

Trade and other receivables 

Property, plant and equipment 

Intangible assets 

Deferred tax assets 

Investments in associates 

Other financial instruments 

Total non-current assets 

TOTAL ASSETS 

LIABILITIES 

Current liabilities 

Trade and other payables 

Interest-bearing liabilities 

Other financial instruments 

Income tax payable 

Provisions 

Other current liabilities 

Total current liabilities 

Non-current liabilities 

Interest-bearing liabilities 

Deferred tax liabilities 

Provisions 

Other 

Other financial instruments 

Total non-current liabilities 

TOTAL LIABILITIES 

NET ASSETS 

EQUITY 

Contributed equity 

Reserves  

Retained earnings 

TOTAL EQUITY 

1,193,241 

1,639,072 

1,165,248 

1,595,939 

26 

8 

9 

30 

10 

11 

8 

12 

13 

6 

14 

30 

15 

16 

30 

17 

18 

16 

6 

17 

30 

18 

19 

20 

21 

281,572 

14,341 

111,814 

30,795 

6,309 

1,000 

445,831 

- 

123,537 

854,711 

3,745 

209,477 

1,771 

73,723 

14 

117 

31,781 

16,097 

5,635 

127,367 

104,641 

54,554 

1,782 

10 

12,411 

173,398 

300,765 

1,338,307 

608,615 

32,223 

697,469 

2014 

$’000 

313,308 

12,155 

98,496 

1,517 

5,215 

- 

430,691 

1,004 

109,028 

854,572 

12,147 

188,418 

79 

62,520 

100,529 

6,798 

24,642 

16,558 

4,221 

215,268 

19,014 

52,586 

1,462 

3 

9,077 

82,142 

297,410 

1,298,529 

608,615 

2,514 

687,400 

36

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF COMPREHENSIVE INCOME  

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 

STATEMENT OF FINANCIAL POSITION 
AS AT 25 JULY 2015 AND 26 JULY 2014 

NOTES 

CONSOLIDATED

2015 
$’000 

ASSETS 

Current assets 

Cash and cash equivalents 

Trade and other receivables 

Inventories 

Other financial instruments 

Other current assets 

Asset classified as held for sale 

Total current assets 

Non-current assets 

Trade and other receivables 

Property, plant and equipment 

Intangible assets 

Deferred tax assets 

Investments in associates 

Other financial instruments 

Total non-current assets 

TOTAL ASSETS 

LIABILITIES 
Current liabilities 

Trade and other payables 

Interest-bearing liabilities 

Other financial instruments 

Income tax payable 

Provisions 

Other current liabilities 

Total current liabilities 

Non-current liabilities 

Interest-bearing liabilities 

Deferred tax liabilities 

Provisions 

Other financial instruments 

Other 

Total non-current liabilities 

TOTAL LIABILITIES 

NET ASSETS 

EQUITY 

Contributed equity 

Reserves  

Retained earnings 

TOTAL EQUITY 

26 

8 

9 

30 

10 

11 

8 

12 

13 

6 

14 

30 

15 

16 

30 

17 

18 

16 

6 

17 

30 

18 

19 

20 

21 

The accompanying notes form an integral part of this Statement of Comprehensive Income. 

The accompanying notes form an integral part of this Statement of Financial Position.

CONSOLIDATED 

NOTES 

2015 

$’000 

2014

$’000 

Continuing operations 

Revenue from sale of goods 

Other revenue 

Total revenue 

Other income  

Total income  

Changes in inventories of finished goods and work in progress and 

raw materials used  

Employee expenses 

Operating lease rental expense 

Depreciation, impairment and amortisation 

Advertising and direct marketing 

Finance costs  

Supply chain transformation 

Expense associated with disposal of asset held for sale 

Other expenses 

Total expenses 

Share of profit of associates 

Profit from continuing operations before income tax  

Income tax expense  

Net profit for the period attributable to owners 

Other comprehensive income (loss) 

Items that may be reclassified subsequently to profit or loss 

Cash flow hedges 

Foreign currency translation 

Net movement in other comprehensive income of associates 

Income tax on items of other comprehensive income 

Other comprehensive income (loss) for the period, net of tax 

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 

ATTRIBUTABLE TO THE OWNERS 

Earnings per share for profit from continuing operations 

attributable to the ordinary equity holders of the parent: 

- basic for profit for the year (cents per share)  

- diluted for profit for the year (cents per share) 

4 

4 

4 

5 

5 

5 

5 

5 

14 

6 

20 

20 

20 

20 

31 

31 

947,662 

10,230 

957,892 

3,977 

961,869 

(350,894) 

(240,469) 

(193,812) 

(22,677) 

(12,879) 

(5,738) 

- 

(1,724) 

(29,875) 

(858,068) 

13,144 

116,945 

(28,843) 

88,102 

35,374 

1,418 

2,728 

(10,612) 

28,908 

117,010 

57,827 

56.49 

55.92 

46.98 

46.36 

892,570  

11,624 

904,194 

1,898 

906,092 

(341,078) 

(225,716) 

(182,183) 

(21,941) 

(12,193) 

(6,311) 

(4,482) 

- 

(26,608) 

(820,512) 

12,785 

98,365 

(25,365) 

73,000 

(21,436) 

728 

(896) 

6,431 

(15,173) 

35

2014 
$’000 

313,308 

12,155 

98,496 

1,517 

5,215 

- 

430,691 

1,004 

109,028 

854,572 

12,147 

188,418 

79 

281,572 

14,341 

111,814 

30,795 

6,309 

1,000 

445,831 

- 

123,537 

854,711 

3,745 

209,477 

1,771 

1,193,241 

1,639,072 

1,165,248 

1,595,939 

73,723 

14 

117 

31,781 

16,097 

5,635 

127,367 

104,641 

54,554 

1,782 

10 

12,411 

173,398 

300,765 

1,338,307 

608,615 

32,223 

697,469 

62,520 

100,529 

6,798 

24,642 

16,558 

4,221 

215,268 

19,014 

52,586 

1,462 

3 

9,077 

82,142 

297,410 

1,298,529 

608,615 

2,514 

687,400 

1,338,307 

1,298,529 

Annual Report 2015 36
36

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CASH FLOWS  
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 

STATEMENT OF CHANGES IN EQUITY 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 

NOTES 

CONSOLIDATED

2015 
$’000 

2014 
$’000 

CASH FLOWS FROM OPERATING ACTIVITIES 

Receipts from customers (inclusive of GST) 

Payments to suppliers and employees (inclusive of GST)  

Interest received 

Borrowing costs paid 

Income taxes paid 

NET CASH FLOWS FROM OPERATING ACTIVITIES 

26(b) 

CASH FLOWS FROM INVESTING ACTIVITIES 

Dividends received from associates 

Payment for trademarks 

Purchase of investments 

Payment for property, plant and equipment and leasehold 
premiums 

NET CASH FLOWS USED IN INVESTING ACTIVITIES 

CASH FLOWS FROM FINANCING ACTIVITIES 

Equity dividends paid 

Proceeds from borrowings 

Repayment of borrowings 

Payment of finance lease liabilities 

NET CASH FLOWS USED IN FINANCING ACTIVITIES 

NET (DECREASE) INCREASE IN CASH HELD 

Cash at the beginning of the financial year 

CASH AT THE END OF THE FINANCIAL YEAR 

26(a) 

1,051,088 

(930,319) 

10,294 

(5,605) 

(22,347) 

103,111 

9,628 

(42) 

(16,492) 

(36,122) 

(43,028) 

(78,033) 

66,800 

(80,530) 

(56) 

(91,819) 

(31,736) 

313,308 

281,572 

985,643 

(891,397) 

11,692 

(5,815) 

(13,653) 

86,470 

8,698 

(106) 

- 

(50,294) 

(41,702) 

(60,562) 

83,000 

(67,000) 

(55) 

(44,617) 

151 

313,157 

313,308 

CONSOLIDATED 

CONTRIBUTED 

EQUITY 

CAPITAL

PROFITS

$’000 

RESERVE

$’000 

PERFORMANCE

CASH FLOW

RIGHTS

RESERVE

$’000 

HEDGE 

FOREIGN 

CURRENCY 

RESERVE

TRANSLATION 

$’000 

RESERVE 

$’000 

RETAINED 

PROFITS 

$’000 

TOTAL

$’000 

608,615 

464 

3,281 

(3,565) 

2,334 

687,400 

1,298,529 

Balance as at 25 July 2015 

608,615 

464 

4,082 

21,197 

6,480 

697,469 

1,338,307 

At 27 July 2014 

Net Profit for the period 

Other comprehensive income  

Total comprehensive income 

for the period 

Transactions with owners 

in their capacity as owners: 

Performance rights issued 

Dividends Paid 

At 28 July 2013 

Net Profit for the period 

Other comprehensive loss  

Total comprehensive income 

(loss) for the period 

Transactions with owners 

in their capacity as owners: 

Performance rights issued 

Dividends Paid 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

801 

- 

898 

- 

- 

- 

88,102 

24,762 

4,146 

- 

88,102 

28,908 

24,762 

4,146 

88,102 

117,010 

- 

801 

(78,033) 

(78,033) 

- 

- 

- 

- 

- 

- 

- 

- 

- 

608,615 

464 

2,383 

11,440 

2,502 

674,962 

1,300,366 

- 

73,000 

73,000 

(15,005) 

(168) 

- 

(15,173) 

-  

(15,005) 

(168) 

73,000 

57,827 

Balance as at 26 July 2014 

608,615 

464 

3,281 

(3,565) 

2,334 

687,400 

1,298,529 

- 

898 

(60,562) 

(60,562) 

The accompanying notes form an integral part of this Statement of Cash Flows. 

The accompanying notes form an integral part of this Statement of Changes in Equity 

37 Premier Investments Limited

37

38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF CHANGES IN EQUITY 
STATEMENT OF CHANGES IN EQUITY 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 

CONSOLIDATED 

CONSOLIDATED 

CONTRIBUTED 
CONTRIBUTED 
EQUITY 
EQUITY 
$’000 
$’000 

CAPITAL
CAPITAL
PROFITS
PROFITS
RESERVE
RESERVE
$’000 
$’000 

PERFORMANCE
PERFORMANCE
RIGHTS
RIGHTS
RESERVE
RESERVE
$’000 
$’000 

CASH FLOW
CASH FLOW
HEDGE 
HEDGE 
RESERVE
RESERVE
$’000 
$’000 

FOREIGN 
FOREIGN 
CURRENCY 
CURRENCY 
TRANSLATION 
TRANSLATION 
RESERVE 
RESERVE 
$’000 
$’000 

RETAINED 
RETAINED 
PROFITS 
PROFITS 
$’000 
$’000 

TOTAL
TOTAL
$’000 
$’000 

At 27 July 2014 

At 27 July 2014 

Net Profit for the period 

Net Profit for the period 

Other comprehensive income  

Other comprehensive income  

Total comprehensive income 

Total comprehensive income 

608,615 

608,615 

464 

464 

3,281 

3,281 

(3,565) 

(3,565) 

2,334 

2,334 

687,400 

687,400 

1,298,529 

1,298,529 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

88,102 

88,102 

88,102 

88,102 

24,762 

24,762 

4,146 

4,146 

- 

- 

28,908 

28,908 

for the period 

for the period 

- 

- 

- 

- 

- 

- 

24,762 

24,762 

4,146 

4,146 

88,102 

88,102 

117,010 

117,010 

Transactions with owners 

Transactions with owners 

in their capacity as owners: 

in their capacity as owners: 

Performance rights issued 

Performance rights issued 

Dividends Paid 

Dividends Paid 

- 

- 

- 

- 

- 

- 

- 

- 

801 

801 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

801 

801 

(78,033) 

(78,033) 

(78,033) 

(78,033) 

Balance as at 25 July 2015 

Balance as at 25 July 2015 

608,615 

608,615 

464 

464 

4,082 

4,082 

21,197 

21,197 

6,480 

6,480 

697,469 

697,469 

1,338,307 

1,338,307 

At 28 July 2013 

At 28 July 2013 

Net Profit for the period 

Net Profit for the period 

Other comprehensive loss  

Other comprehensive loss  

Total comprehensive income 

Total comprehensive income 

608,615 

608,615 

464 

464 

2,383 

2,383 

11,440 

11,440 

2,502 

2,502 

674,962 

674,962 

1,300,366 

1,300,366 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

73,000 

73,000 

73,000 

73,000 

(15,005) 

(15,005) 

(168) 

(168) 

- 

- 

(15,173) 

(15,173) 

(loss) for the period 

(loss) for the period 

- 

- 

- 

- 

-  

-  

(15,005) 

(15,005) 

(168) 

(168) 

73,000 

73,000 

57,827 

57,827 

Transactions with owners 

Transactions with owners 

in their capacity as owners: 

in their capacity as owners: 

Performance rights issued 

Performance rights issued 

Dividends Paid 

Dividends Paid 

- 

- 

- 

- 

- 

- 

- 

- 

898 

898 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

898 

898 

(60,562) 

(60,562) 

(60,562) 

(60,562) 

Balance as at 26 July 2014 

Balance as at 26 July 2014 

608,615 

608,615 

464 

464 

3,281 

3,281 

(3,565) 

(3,565) 

2,334 

2,334 

687,400 

687,400 

1,298,529 

1,298,529 

The accompanying notes form an integral part of this Statement of Changes in Equity 

The accompanying notes form an integral part of this Statement of Changes in Equity 

Annual Report 2015 38
38

38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014  

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

1 

CORPORATE INFORMATION 

The financial report of Premier Investments Limited for the 52 weeks ended 25 July 2015 was 
authorised for issue in accordance with a resolution of the Directors on 1 October 2015. 

Premier Investments Limited is a for profit company limited by shares incorporated in Australia 
whose shares are publicly traded on the Australian Securities Exchange. 

The nature of the operations and principal activities of the Group are described in the Directors’ 
Report. 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 

The consolidated financial report is prepared for the 52 weeks beginning 27 July 2014 to  
25 July 2015. 

(a) 

BASIS OF PREPARATION 

The financial report is a general-purpose financial report, which has been prepared in 
accordance with the requirements of the Corporations Act 2001, Australian Accounting 
Standards and other authoritative pronouncements of the Australian Accounting Standards 
Board. The financial report has been prepared on a historical cost basis, except for other 
financial instruments and assets classified as held for sale, which have been measured at fair 
value as explained in the accounting policies below. 

The financial report is presented in Australian dollars and all values are rounded to the 
nearest thousand dollars ($’000) under the option available to the company under Australian 
Securities and Investments Commission (ASIC) Class Order 98/0100. The Group is an entity 
to which the Class Order applies. 

(b) 

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 
(IASB). 

(c) 

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS 

Changes in accounting policies, disclosures, standards and interpretations 

The accounting policies adopted are consistent with those of the previous financial year 
except as follows: 

As of the beginning of the financial year, the Group has adopted the following new and 
amended Australian Accounting Standards and AASB Interpretations that are relevant to the 
Group and its operations and that are effective for the current annual reporting period. 

(i) 

AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial 
Assets and Financial Liabilities: The Standard addresses inconsistencies in current 
practice when applying some of the offsetting criteria in AASB 132 Financial 
Instruments: Presentation, and clarified the meaning of “currently has a legally 
enforceable right to set-off”. 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(c) 

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (CONTINUED) 

(ii) 

AASB 2013-4 Amendments to Australian Accounting Standards – Novation of 

Derivatives and Continuation of Hedge Accounting: The amendments permit the 

continuation of hedge accounting in specified circumstances where a derivative, which 

has been designated as a hedging instrument, is novated from one counterparty to a 

central counterparty as a consequence of laws or regulations. 

(iii) 

AASB 1031 Materiality: The revised AASB 1031 is an interim standard that cross-

references to other standards and the Framework (issued December 2013) that 

contain guidance on Materiality. AASB 1031 will be withdrawn when references to 

AASB 1031 in all Standards and Interpretations have been removed. AASB 2014-1 

Amendments to Australian Accounting Standards [Part C – Materiality], issued in June 

2014, makes amendments to particular Australian Accounting Standards to delete 

references to AASB 1031.  

(iv) 

AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual 

Framework, Materiality and Financial Instruments: The Standards contains three main 

parts and makes amendments to a number of other Standards and Interpretations. 

Part B makes amendments to particular Australian Accounting Standards to delete 

references to AASB 1031 Materiality, and also makes minor editorial changes to other 

standards, while Part C makes amendments to a number of Australian Accounting 

Standards, including incorporating Chapter 6 Hedge Accounting into AASB 9 Financial 

Instruments.  

(v) 

Interpretation 21 Levies: This interpretation clarifies that a liability to pay a levy is only 

recognised when the activity that triggers the payment occurs. 

(vi) 

AASB 2014-1 Amendments to Australian Accounting Standards [Part A – Annual 

Improvements 2010-2012 and 2011-2013 Cycles]: Part A makes various amendments 

to Australian Accounting Standards arising from the IASB Annual Improvements 

Process. Key amendments, applicable to the Group, include: 

 

 

 

 

AASB 2: Clarifies the definition of ‘vesting condition’ and ‘market condition’, and 

introduces definitions for ‘performance condition’ and ‘service condition’.  

AASB 8: Requires entities to disclose factors used to identify the entity’s 

reportable segments when operating segments have been aggregated. 

AASB 116 and AASB 138: Clarifies that the determination of accumulated 

depreciation does not depend on the valuation technique and that it is 

calculated as the difference between gross and net carrying amounts. 

AASB 124: Defines a management entity providing Key Management 

Personnel (KMP) services as a related party of the reporting entity. Payments 

made to a management entity in respect of KMP services should be separately 

disclosed. 

Adoption of these new and revised Standards did not have any effect on the financial position 

or performance of the Group. In the current financial year the Group did not elect to early 

adopt any new Standards or amendments issued but not yet effective. 

39 Premier Investments Limited

39

40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(c) 

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (CONTINUED) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

AASB 2013-4 Amendments to Australian Accounting Standards – Novation of 
Derivatives and Continuation of Hedge Accounting: The amendments permit the 
continuation of hedge accounting in specified circumstances where a derivative, which 
has been designated as a hedging instrument, is novated from one counterparty to a 
central counterparty as a consequence of laws or regulations. 

AASB 1031 Materiality: The revised AASB 1031 is an interim standard that cross-
references to other standards and the Framework (issued December 2013) that 
contain guidance on Materiality. AASB 1031 will be withdrawn when references to 
AASB 1031 in all Standards and Interpretations have been removed. AASB 2014-1 
Amendments to Australian Accounting Standards [Part C – Materiality], issued in June 
2014, makes amendments to particular Australian Accounting Standards to delete 
references to AASB 1031.  

AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual 
Framework, Materiality and Financial Instruments: The Standards contains three main 
parts and makes amendments to a number of other Standards and Interpretations. 
Part B makes amendments to particular Australian Accounting Standards to delete 
references to AASB 1031 Materiality, and also makes minor editorial changes to other 
standards, while Part C makes amendments to a number of Australian Accounting 
Standards, including incorporating Chapter 6 Hedge Accounting into AASB 9 Financial 
Instruments.  

Interpretation 21 Levies: This interpretation clarifies that a liability to pay a levy is only 
recognised when the activity that triggers the payment occurs. 

AASB 2014-1 Amendments to Australian Accounting Standards [Part A – Annual 
Improvements 2010-2012 and 2011-2013 Cycles]: Part A makes various amendments 
to Australian Accounting Standards arising from the IASB Annual Improvements 
Process. Key amendments, applicable to the Group, include: 

 

 

 

 

AASB 2: Clarifies the definition of ‘vesting condition’ and ‘market condition’, and 
introduces definitions for ‘performance condition’ and ‘service condition’.  

AASB 8: Requires entities to disclose factors used to identify the entity’s 
reportable segments when operating segments have been aggregated. 

AASB 116 and AASB 138: Clarifies that the determination of accumulated 
depreciation does not depend on the valuation technique and that it is 
calculated as the difference between gross and net carrying amounts. 

AASB 124: Defines a management entity providing Key Management 
Personnel (KMP) services as a related party of the reporting entity. Payments 
made to a management entity in respect of KMP services should be separately 
disclosed. 

Adoption of these new and revised Standards did not have any effect on the financial position 
or performance of the Group. In the current financial year the Group did not elect to early 
adopt any new Standards or amendments issued but not yet effective. 

Annual Report 2015 40

40

 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(c) 

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (CONTINUED) 

Title 

Summary 

Accounting Standards and Interpretations issued but not yet effective 

Recently issued or amended Australian Accounting Standards and Interpretations that have 
been identified as those which may be relevant to the Group in future reporting periods, but 
are not yet effective and have not been adopted by the Group for the reporting period ended 
25 July 2015, are outlined in the table below:  

Title 

Summary 

The standard amends AASB 116 Property, Plant and 
Equipment and AASB 138 Intangible Assets to provide 
additional guidance on how the depreciation or amortisation of 
property, plant and equipment and intangible assets should be 
calculated.  

Impact on the 
Group financial 
report 
The Group has 
not yet 
determined the 
potential effects 
of the standard. 

AASB 2014-4 
Clarification of 
Acceptable 
Methods of 
Depreciation 
and 
Amortisation 

AASB 2014-
10 
Amendments 
to Australian 
Accounting 
Standards – 
Sale or 
Contribution 
of Assets 
between an 
Investor and 
its Associate 
or Joint 
Venture 

AASB 15 
Revenue from 
Contracts with 
Customers, 
AASB 2014-5 
Amendments 
to Australian 
Accounting 
Standards 
arising from 
AASB 15 

41 Premier Investments Limited

The standard addresses the conflict between the requirements 
of AASB 128 Investment in Associates and Joint Ventures and 
AASB 10 Consolidated Financial Statements and clarify that in 
a transaction involving an associate or joint venture the extent 
of gain or loss recognition depends on whether the assets sold 
or contributed constitute a business. 

The Group has 
not yet 
determined the 
potential effects 
of the standard. 

AASB 15 outlines a single comprehensive model for entities to 
use in accounting for revenue arising from contracts with 
customers and replaces AASB 111 Construction Contracts, 
AASB 118 Revenue, and Interpretation 13 Customer Loyalty 
Programmes. The core principle of AASB 15 is that an entity 
recognises revenue to depict the transfer of promised goods or 
services to customers in an amount that reflects the 
consideration to which the entity expects to be entitled in 
exchange for those goods or services. 

The IASB in its July 2015 meeting decided to confirm its 
proposal to defer the effective date of IFRS 15 (the 
international equivalent of AASB 15) from 1 January 2017 to 1 
January 2018. The amendment to give effect to the new 
effective date for IFRS 15 is expected to be issued in 
September 2015. At this time, it is expected that the AASB will 
make a corresponding amendment to the effective date of 
AASB 15. 

The new 
standard 
requires 
extensive 
disclosures, 
including 
disaggregation 
of total revenue 
and key 
judgements and 
estimates. The 
Group is in the 
process of 
evaluating the 
potential impact, 
if any, of the 
new standard on 
the Group. 

Effective Dates 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2016. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
31 July 2016. 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2016. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
31 July 2016. 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2017. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
30 July 2017. 
Refer to the 
summary for a 
proposed 
deferral of the 
effective date of 
AASB 15. 

41

AASB 2015-1 amends a number of pronouncements as a 

The Group does 

The standard 

result of the IASB’s 2012 – 2014 annual improvements cycle. 

Key amendments include: 

  AASB 7: Servicing contracts and applicability of the 

amendments to AASB 7 to condensed interim financial 

statements. 

Improvements 

  AASB 119: Discount rate; regional market issue. 

financial position 

2016. 

  AASB 134: Disclosure of information ‘elsewhere in the 

and 

interim financial report’. 

AASB 2015-2 amends AASB 101 Presentation of Financial 

The Group does 

The standard 

Statements to provide clarification regarding the disclosure 

requirements in AASB 101. 

The amendments include narrow-focus amendments to 

address concerns about existing presentation and disclosure 

effect on the 

requirements and to ensure entities are able to use 

financial position 

2016. 

judgements when applying a Standard in determining what 

and 

information to disclose in their financial statements. 

The Standard completes the AASB’s project to remove 

The Group does 

The standard 

Australian guidance on materiality from Australian Accounting 

Standards. 

AASB 2015-1 

Amendments 

to Australian 

Accounting 

Standards – 

Annual 

to Australian 

Accounting 

Standards 

2012 - 2014 

Cycle 

AASB 2015-2 

Amendments 

to Australian 

Accounting 

Standards – 

Disclosure 

Initiative: 

Amendments 

to AASB 101 

AASB 2015-3 

Amendments 

to Australian 

Accounting 

Standards 

arising from 

the 

Withdrawal of 

AASB 1031 

Materiality 

Impact on the 

Group financial 

report 

Effective Dates 

not expect the 

adoption of this 

Standard to 

have a material 

effect on the 

applies to 

annual reporting 

periods 

beginning on or 

after 1 January 

performance of 

the Group, but 

may affect future 

disclosures. 

The standard is 

expected to be 

initially applied 

by the group for 

the financial 

year beginning 

31 July 2016. 

not expect the 

adoption of this 

Standard to 

have a material 

applies to 

annual reporting 

periods 

beginning on or 

after 1 January 

performance of 

the Group, but 

may affect future 

disclosures. 

The standard is 

expected to be 

initially applied 

by the group for 

the financial 

year beginning 

31 July 2016. 

not expect the 

adoption of this 

Standard to 

applies to 

annual reporting 

periods 

have a material 

beginning on or 

effect on the 

after 1 July 

financial position 

2015. 

and 

performance of 

the Group. 

The standard is 

expected to be 

initially applied 

by the group for 

the financial 

year beginning 

27 July 2015. 

42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

Title 

Summary 

AASB 2015-1 amends a number of pronouncements as a 
result of the IASB’s 2012 – 2014 annual improvements cycle. 
Key amendments include: 
  AASB 7: Servicing contracts and applicability of the 

amendments to AASB 7 to condensed interim financial 
statements. 

  AASB 119: Discount rate; regional market issue. 
  AASB 134: Disclosure of information ‘elsewhere in the 

interim financial report’. 

AASB 2015-2 amends AASB 101 Presentation of Financial 
Statements to provide clarification regarding the disclosure 
requirements in AASB 101. 

The amendments include narrow-focus amendments to 
address concerns about existing presentation and disclosure 
requirements and to ensure entities are able to use 
judgements when applying a Standard in determining what 
information to disclose in their financial statements. 

The Standard completes the AASB’s project to remove 
Australian guidance on materiality from Australian Accounting 
Standards. 

AASB 2015-1 
Amendments 
to Australian 
Accounting 
Standards – 
Annual 
Improvements 
to Australian 
Accounting 
Standards 
2012 - 2014 
Cycle 

AASB 2015-2 
Amendments 
to Australian 
Accounting 
Standards – 
Disclosure 
Initiative: 
Amendments 
to AASB 101 

AASB 2015-3 
Amendments 
to Australian 
Accounting 
Standards 
arising from 
the 
Withdrawal of 
AASB 1031 
Materiality 

Impact on the 
Group financial 
report 
The Group does 
not expect the 
adoption of this 
Standard to 
have a material 
effect on the 
financial position 
and 
performance of 
the Group, but 
may affect future 
disclosures. 

The Group does 
not expect the 
adoption of this 
Standard to 
have a material 
effect on the 
financial position 
and 
performance of 
the Group, but 
may affect future 
disclosures. 

The Group does 
not expect the 
adoption of this 
Standard to 
have a material 
effect on the 
financial position 
and 
performance of 
the Group. 

Effective Dates 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2016. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
31 July 2016. 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2016. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
31 July 2016. 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 July 
2015. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
27 July 2015. 

Annual Report 2015 42

42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

Impact on the 
Group financial 
report 
The Group has 
not yet 
determined the 
potential effects 
of the standard. 
Retrospective 
application is 
generally 
required. 

Effective Dates 

The standard 
applies to 
annual reporting 
periods 
beginning on or 
after 1 January 
2018. 

The standard is 
expected to be 
initially applied 
by the group for 
the financial 
year beginning 
29 July 2018. 

Title 

Summary 

AASB 9 
Financial 
Instruments 

AASB 9 (Dec 2014) is a new principal standard which replaces 
AASB 139. This new version supersedes AASB 9 issued in 
December 2009 (as amended) and AASB 9 (issued in Dec 
2010) and includes a model for classification and 
measurement, a single forward-looking ‘expected loss’ 
impairment model and a substantially-reformed approach to 
hedge accounting. 

The final version of AASB 9 introduces a new expected-loss 
impairment model that will require more timely recognition of 
expected credit losses. Specifically, the new Standard requires 
entities to account for expected credit losses from when 
financial instruments are first recognised and to recognise full 
lifetime expected losses on a timelier basis.  

Amendments to AASB 9 (Dec 2009 and 2010 editions, as well 
as AASB 2013-9) issued in December 2013 included the new 
hedge accounting requirements, including changes to hedge 
effectiveness testing, treatment of hedge costs, risk 
components that can be hedged and disclosures.  

AASB 9 includes requirements for a simpler approach to 
classification and measurement of financial assets compared 
with the requirements of AASB 139. 

The main changes are described below: 
  Financial assets that are debt instruments will be classified 
based on 1) the objective of the entity’s business model for 
managing the financial assets; 2) the characteristics of the 
contractual cash flows. 

  Allows an irrevocable election on initial recognition to 
present gains and losses on investments in equity 
instruments that are not held for trading in other 
comprehensive income. Dividends in respect of these 
investments that are a return on investment can be 
recognised in profit or loss and there is no impairment or 
recycling on disposal of investment. 

  Financial assets can be designated and measured at fair 

value through profit and loss at initial recognition if doing so 
eliminates or significantly reduces the measurement or 
recognition inconsistency that would arise from measuring 
assets or liabilities, or recognising gains and losses on 
them, on different bases. 

  Where the fair value option is used for financial liabilities the 

change in fair value is to be accounted for as follows: 

  The change attributable to changes in credit risk are 

presented in other comprehensive income. 

  The remaining change is presented in profit or loss. 

AASB 9 also removes the volatility in profit or loss that was 
caused by changes in the credit risk of liabilities elected to be 
measured at fair value. The change in accounting means that 
gains caused by deterioration of an entity’s own credit risk on 
such liabilities are no longer recognised in profit or loss.  

Consequential amendments were also made to other 
standards as a result of AASB 9, introduced by AASB 2009-11 
and superseded by AASB 2010-7, AASB 2010-10 and AASB 
2014-1 – Part E. 

AASB 2014-7 incorporates the consequential amendments 
arising from the issuance of AASB 9 in December 2014.  

(d) 

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 

The preparation of the Group’s consolidated financial statements requires management to 

make judgements, estimates and assumptions that affect the reported amounts in the 

financial statements.  Management continually evaluates its judgements and estimates in 

relation to assets, liabilities, contingent liabilities, revenue and expenses.  Management bases 

its judgement and estimates on historical experience and on other various factors it believes 

to be reasonable under the circumstances, the result of which form the basis of the carrying 

values of assets and liabilities that are not readily apparent from other sources. 

Management has identified the following critical accounting policies for which significant 

judgements, estimates and assumptions are made.  Actual results may differ from those 

estimated under different assumptions and conditions and may materially affect financial 

results or the financial position reported in future periods. 

Further details of the nature of these assumptions and conditions may be found in the 

relevant notes to the financial statements. 

(i) 

Significant accounting judgements 

Recovery of deferred tax assets 

Deferred tax assets are recognised for deductible temporary differences as 

management considers that is it probable that future taxable profits will be available to 

utilise those temporary differences. Significant management judgement is required to 

determine the amount of deferred tax assets that can be recognised, based upon the 

likely timing and the level of future taxable profits over the next two years together with 

future tax planning strategies.  

Classification of assets and liabilities as held for sale 

The Group classifies assets and liabilities as held for sale when the carrying amount 

will be recovered through a sale transaction. The assets and liabilities must be 

available for immediate sale and the Group must be committed to selling the asset 

either through entering into a contractual sale agreement or through the activation and 

commitment to a program to locate a buyer and dispose of the assets and liabilities. 

Impairment of non-financial assets other than goodwill and indefinite life intangibles 

The Group assesses impairment of all assets at each reporting date by evaluating 

conditions specific to the Group and to the particular asset that may lead to 

impairment. These include product and manufacturing performance, technology, 

economic and political environments and future product expectations. If an impairment 

trigger exists, the recoverable amount of the asset is determined. Given the current 

uncertain economic environment, management considered that the indicators of 

impairment were significant enough and as such these assets have been tested for 

impairment in this financial year. 

43 Premier Investments Limited

43

44

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(d) 

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 

The preparation of the Group’s consolidated financial statements requires management to 
make judgements, estimates and assumptions that affect the reported amounts in the 
financial statements.  Management continually evaluates its judgements and estimates in 
relation to assets, liabilities, contingent liabilities, revenue and expenses.  Management bases 
its judgement and estimates on historical experience and on other various factors it believes 
to be reasonable under the circumstances, the result of which form the basis of the carrying 
values of assets and liabilities that are not readily apparent from other sources. 

Management has identified the following critical accounting policies for which significant 
judgements, estimates and assumptions are made.  Actual results may differ from those 
estimated under different assumptions and conditions and may materially affect financial 
results or the financial position reported in future periods. 

Further details of the nature of these assumptions and conditions may be found in the 
relevant notes to the financial statements. 

(i) 

Significant accounting judgements 

Recovery of deferred tax assets 

Deferred tax assets are recognised for deductible temporary differences as 
management considers that is it probable that future taxable profits will be available to 
utilise those temporary differences. Significant management judgement is required to 
determine the amount of deferred tax assets that can be recognised, based upon the 
likely timing and the level of future taxable profits over the next two years together with 
future tax planning strategies.  

Classification of assets and liabilities as held for sale 

The Group classifies assets and liabilities as held for sale when the carrying amount 
will be recovered through a sale transaction. The assets and liabilities must be 
available for immediate sale and the Group must be committed to selling the asset 
either through entering into a contractual sale agreement or through the activation and 
commitment to a program to locate a buyer and dispose of the assets and liabilities. 

Impairment of non-financial assets other than goodwill and indefinite life intangibles 

The Group assesses impairment of all assets at each reporting date by evaluating 
conditions specific to the Group and to the particular asset that may lead to 
impairment. These include product and manufacturing performance, technology, 
economic and political environments and future product expectations. If an impairment 
trigger exists, the recoverable amount of the asset is determined. Given the current 
uncertain economic environment, management considered that the indicators of 
impairment were significant enough and as such these assets have been tested for 
impairment in this financial year. 

Annual Report 2015 44

44

 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(d) 

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 
(CONTINUED) 

Taxation 

(d) 

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 

(CONTINUED) 

Estimation of useful lives of assets 

The Group's accounting policy for taxation requires management's judgement as to the 
types of arrangements considered to be a tax on income in contrast to an operating 
cost. Judgement is also required in assessing whether deferred tax assets and certain 
deferred tax liabilities are recognised in the statement of financial position.  Deferred 
tax assets, including those arising from un-recouped tax losses, capital losses and 
temporary differences, are recognised only where it is considered more likely than not 
that they will be recovered, which is dependent on the generation of sufficient future 
taxable profits. Deferred tax liabilities arising from temporary differences in 
investments, caused principally by retained earnings held in foreign tax jurisdictions, 
are recognised unless repatriation of retained earnings can be controlled and are not 
expected to occur in the foreseeable future. 

Assumptions about the generation of future taxable profits and repatriation of retained 
earnings depend on management's estimates of future cash flows. These depend on 
estimates of future production and sales volumes, operating costs, restoration costs, 
capital expenditure, dividends and other capital management transactions. 
Judgements are also required about the application of income tax legislation. 

These judgements and assumptions are subject to risk and uncertainty, hence there is 
a possibility that changes in circumstances will alter expectations, which may impact 
the amount of deferred tax assets and deferred tax liabilities recognised on the 
statement of financial position and the amount of other tax losses and temporary 
differences not yet recognised. In such circumstances, some or all of the carrying 
amounts of recognised deferred tax assets and liabilities may require adjustment, 
resulting in a corresponding credit or charge to the statement of comprehensive 
income. 

(ii) 

Significant accounting estimates and assumptions 

Estimated impairment of goodwill and intangibles with indefinite useful lives 

The Group tests whether goodwill and intangibles with indefinite useful lives have 
suffered any impairment annually, in accordance with the accounting policies stated in 
note 2(n) and note 2(o). The recoverable amounts of cash-generating units have been 
determined based on value-in-use calculations. These calculations require the use of 
assumptions. Refer to note 13 for details of these assumptions and the potential 
impact of changes to the assumptions. 

Share-based payment transactions 

The Group measures the cost of equity-settled transactions with employees by 
reference to the fair value of the equity instruments at the date at which they are 
granted. The fair value is determined at grant date using the Black-Scholes Model and 
taking into account the terms and conditions upon which the instruments were granted. 
The related assumptions are detailed in note 28. 

The accounting estimates and assumptions relating to equity-settled share-based 
payments would have no impact on the carrying amounts of assets and liabilities within 
the next annual reporting period but may impact expenses and equity. 

The estimation of the useful lives of assets has been based on historical experience as 

well as manufacturers' warranties (for plant and equipment), lease terms (for leased 

equipment) and turnover policies (for motor vehicles). In addition, the condition of the 

assets is assessed at least once per year and considered against the remaining useful 

life. Adjustments to useful lives are made when considered necessary. 

Depreciation charges are included in note 5. 

Estimated gift card redemption rates 

The key assumption in measuring the liability for gift cards and vouchers is the 

expected redemption rates by customers. Expected redemption rates are reviewed 

annually, and adjustments are made to the expected redemption rates when 

considered necessary. 

Onerous lease provisions 

The Group provides for onerous contracts when the expected benefits to be derived by 

the Group from a contract are lower than the unavoidable cost of meeting its 

obligations under the contract. The Group considers whether a lease is potentially 

onerous by reference to the profitability and projected profitability of a store, and 

whether the store has been identified for closure prior to lease expiry.  The Group 

estimates the present value of the future lease payments that the Group is presently 

obligated to make under non-cancellable onerous lease contracts. 

Supply chain transformation provisions 

The Group’s consolidation process of its Australian Distribution Centres into one 

national distribution centre in Truganina, Victoria have resulted in a supply chain 

transformation provision in which judgements and estimations were made. The Group 

follows the guidance of AASB 137 Provisions, Contingent Liabilities and Contingent 

Assets to determine whether a provision is required.  A restructuring provision is 

recognised when a detailed formal plan about the business or part of the business 

concerned, the location and number of employees affected, a detailed estimate of the 

associated costs, and appropriate time lines have been established. The people 

affected have a valid expectation that the restructuring is being carried out or the 

implementation has been initiated already. 

Fair value of financial instruments 

Some of the Group’s assets and liabilities are measured at fair value for financial 

reporting purposes. In estimating the fair value of an asset or a liability, the Group uses 

market-observable data to the extent possible, but where this is not feasible, a degree 

of judgement is required in establishing fair values. The fair value disclosures are 

detailed in note 3. 

45 Premier Investments Limited

45

46

 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(d) 

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 
(CONTINUED) 

Estimation of useful lives of assets 

The estimation of the useful lives of assets has been based on historical experience as 
well as manufacturers' warranties (for plant and equipment), lease terms (for leased 
equipment) and turnover policies (for motor vehicles). In addition, the condition of the 
assets is assessed at least once per year and considered against the remaining useful 
life. Adjustments to useful lives are made when considered necessary. 

Depreciation charges are included in note 5. 

Estimated gift card redemption rates 

The key assumption in measuring the liability for gift cards and vouchers is the 
expected redemption rates by customers. Expected redemption rates are reviewed 
annually, and adjustments are made to the expected redemption rates when 
considered necessary. 

Onerous lease provisions 

The Group provides for onerous contracts when the expected benefits to be derived by 
the Group from a contract are lower than the unavoidable cost of meeting its 
obligations under the contract. The Group considers whether a lease is potentially 
onerous by reference to the profitability and projected profitability of a store, and 
whether the store has been identified for closure prior to lease expiry.  The Group 
estimates the present value of the future lease payments that the Group is presently 
obligated to make under non-cancellable onerous lease contracts. 

Supply chain transformation provisions 

The Group’s consolidation process of its Australian Distribution Centres into one 
national distribution centre in Truganina, Victoria have resulted in a supply chain 
transformation provision in which judgements and estimations were made. The Group 
follows the guidance of AASB 137 Provisions, Contingent Liabilities and Contingent 
Assets to determine whether a provision is required.  A restructuring provision is 
recognised when a detailed formal plan about the business or part of the business 
concerned, the location and number of employees affected, a detailed estimate of the 
associated costs, and appropriate time lines have been established. The people 
affected have a valid expectation that the restructuring is being carried out or the 
implementation has been initiated already. 

Fair value of financial instruments 

Some of the Group’s assets and liabilities are measured at fair value for financial 
reporting purposes. In estimating the fair value of an asset or a liability, the Group uses 
market-observable data to the extent possible, but where this is not feasible, a degree 
of judgement is required in establishing fair values. The fair value disclosures are 
detailed in note 3. 

Annual Report 2015 46

46

 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(e) 

BASIS OF CONSOLIDATION 

(e) 

BASIS OF CONSOLIDATION (CONTINUED) 

The consolidated financial statements are those of the consolidated entity, comprising 
Premier Investments Limited (the parent entity) and its subsidiaries ('the Group') as at the end 
of each financial year. Control is achieved when the Group is exposed, or has rights, to 
variable returns from its involvement with the investee and has the ability to affect those 
returns through its power over the investee. Specifically, the Group controls an investee if and 
only if the Group has: 

- 

- 

- 

Power over the investee (i.e. existing rights that give it the current ability to direct the 
relevant activities of the investee); 

Exposure, or rights, to variable returns from its involvement with the investee, and 

The ability to use its power over the investee to affect its returns. 

When the Group has less than a majority of the voting or similar rights of an investee, the 
Group considers all relevant facts and circumstances in assessing whether it has power over 
an investee, including: 

- 

- 

- 

The contractual arrangement with the other vote holders of the investee; 

Rights arising from other contractual arrangements; 

The Group’s voting rights and potential voting rights. 

The Group re-assesses whether or not it controls an investee if facts and circumstances 
indicate that there are changes to one or more of the three elements of control. Consolidation 
of a subsidiary begins when the Group obtains control over the subsidiary and ceases when 
the Group loses control of the subsidiary.  

Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the 
year are included in the statement of comprehensive income from the date the Group gains 
control until the date the Group ceases to control the subsidiary. 

Profit or loss and each component of other comprehensive income are attributed to the equity 
holders of the parent of the Group and to the non-controlling interest, even if this results in the 
non-controlling interests having a deficit balance. When necessary, adjustments are made to 
the financial statements of subsidiaries to bring their accounting policies into line with the 
Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses 
and cash flows relating to transactions between members of the Group are eliminated in full 
on consolidation. 

Investments in subsidiaries held by Premier Investments Limited are accounted for at cost in 
the separate financial statements of the parent entity less any impairment losses.  Dividends 
received from subsidiaries are recorded as a component of other revenues in the separate 
income statement of the parent entity, and do not impact the recorded cost of the investment.   

A change in ownership interest of a subsidiary, without a loss of control, is accounted for as 

an equity transaction. If the Group loses control over a subsidiary, it: 

- 

- 

- 

- 

- 

- 

De-recognises the assets (including goodwill) and liabilities of the subsidiary; 

De-recognises the carrying amount of any non-controlling interests; 

De-recognises the cumulative translation differences recorded in equity; 

Recognises the fair value of the consideration received and of any investment retained, 

Recognises the surplus or deficit in profit or loss; 

Reclassifies the parent’s share of components previously recognised in other 

comprehensive income to profit or loss or retained earnings, as appropriate, as would be 

required if the Group had directly disposed of the related assets or liabilities. 

(f) 

INVESTMENT IN ASSOCIATES 

An associate is an entity over which the Group has significant influence. Significant influence 

is the power to participate in the financial and operating policy decisions of the investee, but is 

not control or joint control over those policies. 

The considerations made in determining significant influence are similar to those necessary to 

determine control over subsidiaries. 

The Group’s investments in its associates are accounted for using the equity method of 

accounting in the consolidated financial statements.  

Under the equity method, investments in the associates are initially recognised at cost. The 

carrying amount of the investment is adjusted to recognise changes in the Group’s share of 

net assets of the associate since the acquisition date. Goodwill relating to an associate is 

included in the carrying amount of the investment and is not amortised. After application of 

the equity method, the Group determines whether it is necessary to recognise any impairment 

loss with respect to the Group’s net investment in the associate. 

The Group’s share of profit or loss of an associate is recognised in the statement of 

comprehensive income and represents profit or loss after tax and non-controlling interest in 

the subsidiaries of the associate. When there has been a change recognised directly in the 

equity of the associate, the Group recognises its share of any change, when applicable, in the 

statement of changes in equity. Dividends receivable from the associate is recognised in the 

parent entity’s statement of comprehensive income, while in the consolidated financial 

statements they reduce the carrying amount of the investment. 

When the Group’s share of losses in an associate equals or exceeds its interest in the 

associate, including any unsecured long-term receivables and loans, the Group does not 

recognise further losses, unless it has incurred obligations or made payments on behalf of the 

associate. 

After application of the equity method, the Group determines whether it is necessary to 

recognise an impairment loss on its investment in associates. At each reporting period, the 

Group determines whether there is objective evidence that the investment in associate is 

impaired. If there is such evidence, the Group calculates the amount of impairment as the 

difference between the recoverable amount of the associate and its carrying value, then 

recognises the loss in the statement of comprehensive income. 

47 Premier Investments Limited

47

48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(e) 

BASIS OF CONSOLIDATION (CONTINUED) 

A change in ownership interest of a subsidiary, without a loss of control, is accounted for as 
an equity transaction. If the Group loses control over a subsidiary, it: 

- 

- 

- 

- 

- 

- 

De-recognises the assets (including goodwill) and liabilities of the subsidiary; 

De-recognises the carrying amount of any non-controlling interests; 

De-recognises the cumulative translation differences recorded in equity; 

Recognises the fair value of the consideration received and of any investment retained, 

Recognises the surplus or deficit in profit or loss; 

Reclassifies the parent’s share of components previously recognised in other 
comprehensive income to profit or loss or retained earnings, as appropriate, as would be 
required if the Group had directly disposed of the related assets or liabilities. 

(f) 

INVESTMENT IN ASSOCIATES 

An associate is an entity over which the Group has significant influence. Significant influence 
is the power to participate in the financial and operating policy decisions of the investee, but is 
not control or joint control over those policies. 

The considerations made in determining significant influence are similar to those necessary to 
determine control over subsidiaries. 

The Group’s investments in its associates are accounted for using the equity method of 
accounting in the consolidated financial statements.  

Under the equity method, investments in the associates are initially recognised at cost. The 
carrying amount of the investment is adjusted to recognise changes in the Group’s share of 
net assets of the associate since the acquisition date. Goodwill relating to an associate is 
included in the carrying amount of the investment and is not amortised. After application of 
the equity method, the Group determines whether it is necessary to recognise any impairment 
loss with respect to the Group’s net investment in the associate. 

The Group’s share of profit or loss of an associate is recognised in the statement of 
comprehensive income and represents profit or loss after tax and non-controlling interest in 
the subsidiaries of the associate. When there has been a change recognised directly in the 
equity of the associate, the Group recognises its share of any change, when applicable, in the 
statement of changes in equity. Dividends receivable from the associate is recognised in the 
parent entity’s statement of comprehensive income, while in the consolidated financial 
statements they reduce the carrying amount of the investment. 

When the Group’s share of losses in an associate equals or exceeds its interest in the 
associate, including any unsecured long-term receivables and loans, the Group does not 
recognise further losses, unless it has incurred obligations or made payments on behalf of the 
associate. 

After application of the equity method, the Group determines whether it is necessary to 
recognise an impairment loss on its investment in associates. At each reporting period, the 
Group determines whether there is objective evidence that the investment in associate is 
impaired. If there is such evidence, the Group calculates the amount of impairment as the 
difference between the recoverable amount of the associate and its carrying value, then 
recognises the loss in the statement of comprehensive income. 

Annual Report 2015 48

48

 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(f) 

INVESTMENT IN ASSOCIATE (CONTINUED) 

(i) 

OPERATING SEGMENTS 

Upon loss of significant influence over the associate, the Group measures and recognises 
any retained investment at its fair value. Any differences between the carrying amount of the 
associate upon loss of significant influence and the fair value of the retained investment and 
proceeds from disposal is recognised in profit or loss. 

The reporting date of the associates are currently 30 June and the associates’ accounting 
policies materially conform to those used by the Group for like transactions and events in 
similar circumstances. 

(g) 

BUSINESS COMBINATIONS 

Business combinations are accounted for using the acquisition method.  The consideration 
transferred in a business combination shall be measured at fair value, which shall be 
calculated as the sum of the acquisition-date fair values of the assets transferred by the 
acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity 
issued by the acquirer, and the amount of any non-controlling interest in the acquiree either at 
fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-
related costs are expensed as incurred. 

When the Group acquires a business, it assesses the financial assets and liabilities assumed 
for appropriate classification and designation in accordance with the contractual terms, 
economic conditions, the Group’s operating and accounting policies and other pertinent 
conditions as at the acquisition date.  This includes the separation of embedded derivatives in 
host contracts by the acquiree. If the business combination is achieved in stages, the 
acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is 
remeasured at fair value as at the acquisition date through profit or loss. 

Any contingent consideration to be transferred by the acquirer will be recognised at fair value 
at the acquisition date. Subsequent changes to the fair value of the contingent consideration 
which is deemed to be an asset or liability will be recognised in accordance with AASB 139 
either in profit or loss or in other comprehensive income.  If the contingent consideration is to 
be classified as equity, it should not be remeasured until it is finally settled within equity. 

(h) 

CURRENT VERSUS NON-CURRENT CLASSIFICATION 

The Group presents assets and liabilities in the statement of financial position based on 
current/non-current classification. An asset is current when it is: 

- 

- 

Expected to be realised or intended to be sold in the normal operating cycle, or primarily 
held for the purpose of trading, or is expected to be realised within twelve months after 
the reporting period, or; 

Cash and cash equivalents unless restricted from being exchanged or used to settle a 
liability for at least twelve months after the reporting period. 

All other assets are classified as non-current. A liability is current when it is: 

- 

- 

Expected to be settled in the normal operating cycle, or primarily held for the purpose of 
trading, or is due to be settled within twelve months after the reporting period, or; 

There is no unconditional right to defer the settlement of the liability for at least twelve 
months after the reporting period. 

All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified 
as non-current. 

(j) 

FOREIGN CURRENCY TRANSLATION  

The Group determines and presents operating segments based on the information that is 

internally provided and used by the chief operating decision maker in assessing the 

performance of the entity and in determining the allocation of resources.  

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 that relate 

to transactions with any of the Group’s other components.  All operating segments’ operating 

results are regularly reviewed by the chief operating decision maker to make decisions about 

resources to be allocated to the segment and assess its performance, and for which discreet 

financial information is available.  

Segment results that are reported to the chief operating decision maker include items directly 

attributable to a segment as well as those that can be allocated on a reasonable basis.  

Unallocated items comprise mainly of corporate assets, head office expenses and income tax 

assets and liabilities. 

Segment capital expenditure is the total cost incurred during the period to acquire property, 

plant and equipment, and intangible assets other than goodwill.  

Both the functional and presentation currency of Premier Investments Limited and its 

Australian subsidiaries is in Australian dollars.  

Transactions in foreign currencies are initially recorded in the functional currency by applying 

the exchange rates ruling at the date of the transaction. Monetary assets and liabilities 

denominated in foreign currencies are retranslated at the rate of exchange ruling at the 

reporting date. All exchange differences in the consolidated financial report are taken to the 

statement of comprehensive income. 

The New Zealand subsidiaries’ functional currency is New Zealand Dollars. The Singapore 

subsidiaries’ functional currency is Singapore Dollars. The United Kingdom subsidiaries’ 

functional currency is Pound Sterling. Just Kor Fashion Group (Pty) Ltd, the South African 

joint venture, has a functional currency of South African Rand.  

As at the reporting date the assets and liabilities of the overseas subsidiary are translated into 

the presentation currency of Premier Investments Limited at the rate of exchange ruling at the 

reporting date and the statements of comprehensive incomes are translated at the weighted 

average exchange rates for the period.  

Exchange variations resulting from the translation are recognised in the foreign currency 

translation reserve in equity. 

(k) 

CASH AND CASH EQUIVALENTS 

Cash and cash equivalents in the statement of financial position comprise cash on hand and 

in banks, money market investments readily convertible to cash within two working days and 

short-term deposits with an original maturity of three months or less that are readily 

convertible to known amounts of cash and which are subject to an insignificant risk of 

changes in value. 

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash 

and cash equivalents as defined above, net of outstanding bank overdrafts. 

49 Premier Investments Limited

49

50

 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(i) 

OPERATING SEGMENTS 

The Group determines and presents operating segments based on the information that is 
internally provided and used by the chief operating decision maker in assessing the 
performance of the entity and in determining the allocation of resources.  

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 that relate 
to transactions with any of the Group’s other components.  All operating segments’ operating 
results are regularly reviewed by the chief operating decision maker to make decisions about 
resources to be allocated to the segment and assess its performance, and for which discreet 
financial information is available.  

Segment results that are reported to the chief operating decision maker include items directly 
attributable to a segment as well as those that can be allocated on a reasonable basis.  
Unallocated items comprise mainly of corporate assets, head office expenses and income tax 
assets and liabilities. 

Segment capital expenditure is the total cost incurred during the period to acquire property, 
plant and equipment, and intangible assets other than goodwill.  

(j) 

FOREIGN CURRENCY TRANSLATION  

Both the functional and presentation currency of Premier Investments Limited and its 
Australian subsidiaries is in Australian dollars.  

Transactions in foreign currencies are initially recorded in the functional currency by applying 
the exchange rates ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies are retranslated at the rate of exchange ruling at the 
reporting date. All exchange differences in the consolidated financial report are taken to the 
statement of comprehensive income. 

The New Zealand subsidiaries’ functional currency is New Zealand Dollars. The Singapore 
subsidiaries’ functional currency is Singapore Dollars. The United Kingdom subsidiaries’ 
functional currency is Pound Sterling. Just Kor Fashion Group (Pty) Ltd, the South African 
joint venture, has a functional currency of South African Rand.  

As at the reporting date the assets and liabilities of the overseas subsidiary are translated into 
the presentation currency of Premier Investments Limited at the rate of exchange ruling at the 
reporting date and the statements of comprehensive incomes are translated at the weighted 
average exchange rates for the period.  

Exchange variations resulting from the translation are recognised in the foreign currency 
translation reserve in equity. 

(k) 

CASH AND CASH EQUIVALENTS 

Cash and cash equivalents in the statement of financial position comprise cash on hand and 
in banks, money market investments readily convertible to cash within two working days and 
short-term deposits with an original maturity of three months or less that are readily 
convertible to known amounts of cash and which are subject to an insignificant risk of 
changes in value. 

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash 
and cash equivalents as defined above, net of outstanding bank overdrafts. 

Annual Report 2015 50

50

 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(l) 

INVENTORIES 

(n) 

GOODWILL (CONTINUED) 

Inventories are valued at the lower of cost and net realisable value.   

Where the recoverable amount of the cash-generating unit is less than the carrying amount, 

Costs incurred in bringing each product to its present location and conditions are accounted 
for as follows: 

an impairment loss is recognised. 

Impairment losses recognised for goodwill are not subsequently reversed. 

- 

- 

Raw materials - purchase cost on a first-in, first-out basis; 

(o) 

INTANGIBLE ASSETS (excluding goodwill) 

Finished goods and work-in-progress - purchase cost plus a proportion of the purchasing 
department, freight, handling and warehouse costs incurred to deliver the goods to the 
point of sale. 

Net realisable value is the estimated selling price in the ordinary course of business, less the 
estimated direct costs necessary to make the sale. 

(m) 

PROPERTY, PLANT AND EQUIPMENT 

Property, Plant and equipment is stated at historical cost less accumulated depreciation and 
any accumulated impairment losses. Depreciation is calculated on a straight-line basis over 
the estimated useful life of the asset as follows: 

- 

- 

- 

- 

Buildings    

40 years  

Store plant and equipment   3 to 10 years 

Leased plant and equipment  2 to 5 years 

Other plant and equipment   2 to 20 years 

Freehold land is not depreciated. 

The carrying values of property, plant and equipment are reviewed for impairment annually 
for events or changes in circumstances that may indicate the carrying value may not be 
recoverable. For an asset that does not generate largely independent cash inflows, the 
recoverable amount is determined for the cash-generating unit to which the asset belongs.  

If an indication of impairment exists, and where the carrying values exceed the estimated 
recoverable amount, the assets or cash-generating units are written down to their recoverable 
amount. 

The recoverable amount of property, plant and equipment is the greater of fair value less 
costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are 
discounted to their present value using a discount rate that reflects current market 
assessments of the time value of money and the risks specific to the assets. 

(n) 

GOODWILL 

Goodwill acquired in a business combination is initially measured at cost, being the excess of 
the cost of the business combination over the Group’s interest in the net fair value of the 
acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial recognition, 
goodwill is measured at cost less any accumulated impairment losses. 

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 purposes of 
assessing impairment, goodwill acquired in a business combination is, from the date of 
acquisition, allocated to each of the Group’s cash-generating units that are expected to 
benefit from the synergies of the combination. Impairment is determined by assessing the 
recoverable amount of the cash-generating unit to which the goodwill relates.  

Intangible assets acquired separately or in a business combination are initially measured at 

cost. The cost of an intangible asset acquired in a business combination is its fair value as at 

the date of acquisition. Following initial recognition, intangible assets are carried at cost less 

any accumulated amortisation and any accumulated impairment losses. 

The useful lives of intangible assets are assessed as either finite or indefinite. 

Intangible assets are tested for impairment where an indicator of impairment exists, and in the 

case of intangibles with indefinite lives impairment is tested annually or where an indicator of 

impairment exists, either individually or at the cash-generating unit level. 

Where the carrying amount of an intangible asset exceeds its recoverable amount, the asset 

is considered impaired and is written down to its recoverable amount. The recoverable 

amount is the asset’s value-in-use.  

The recoverable amount is determined for an individual asset, unless the asset’s value-in-use 

cannot be estimated to be close to its fair value, less costs to sell and it does not generate 

cash inflows that are largely independent of those from other assets or groups of assets, in 

which case, the recoverable amount is determined for the cash-generating unit to which the 

asset belongs.  

In assessing value-in-use, the estimated future cash flows are discounted to their present 

value using a post-tax discount rate that reflects current market assessments of the time-

value of money and the risks specific to the asset. 

A summary of the policies applied to the Group’s intangible assets is as follows: 

Brands 

Premiums paid on 

Trademarks & 

acquisition of 

leaseholds 

Licences 

Useful life 

Indefinite 

Finite 

Indefinite 

Method used 

Internally 

generated/acquired 

Impairment 

test/recoverable 

amount testing 

Not amortised or 

Amortised over the 

Not amortised or 

revalued 

Acquired 

term of the lease 

Acquired 

revalued 

Acquired 

Annually; for 

indicators of 

impairment 

Annually; for 

indicators of 

impairment 

Amortisation method 

reviewed at each 

financial year end; 

reviewed annually 

for indicators of 

impairment 

51 Premier Investments Limited

51

52

 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(n) 

GOODWILL (CONTINUED) 

Where the recoverable amount of the cash-generating unit is less than the carrying amount, 
an impairment loss is recognised. 

Impairment losses recognised for goodwill are not subsequently reversed. 

(o) 

INTANGIBLE ASSETS (excluding goodwill) 

Intangible assets acquired separately or in a business combination are initially measured at 
cost. The cost of an intangible asset acquired in a business combination is its fair value as at 
the date of acquisition. Following initial recognition, intangible assets are carried at cost less 
any accumulated amortisation and any accumulated impairment losses. 

The useful lives of intangible assets are assessed as either finite or indefinite. 

Intangible assets are tested for impairment where an indicator of impairment exists, and in the 
case of intangibles with indefinite lives impairment is tested annually or where an indicator of 
impairment exists, either individually or at the cash-generating unit level. 

Where the carrying amount of an intangible asset exceeds its recoverable amount, the asset 
is considered impaired and is written down to its recoverable amount. The recoverable 
amount is the asset’s value-in-use.  

The recoverable amount is determined for an individual asset, unless the asset’s value-in-use 
cannot be estimated to be close to its fair value, less costs to sell and it does not generate 
cash inflows that are largely independent of those from other assets or groups of assets, in 
which case, the recoverable amount is determined for the cash-generating unit to which the 
asset belongs.  

In assessing value-in-use, the estimated future cash flows are discounted to their present 
value using a post-tax discount rate that reflects current market assessments of the time-
value of money and the risks specific to the asset. 

A summary of the policies applied to the Group’s intangible assets is as follows: 

Brands 

Premiums paid on 
acquisition of 
leaseholds 

Trademarks & 
Licences 

Useful life 

Indefinite 

Finite 

Indefinite 

Method used 

Internally 
generated/acquired 

Impairment 
test/recoverable 
amount testing 

Not amortised or 
revalued 

Amortised over the 
term of the lease 

Not amortised or 
revalued 

Acquired 

Acquired 

Acquired 

Annually; for 
indicators of 
impairment 

Annually; for 
indicators of 
impairment 

Amortisation method 
reviewed at each 
financial year end; 
reviewed annually 
for indicators of 
impairment 

Annual Report 2015 52

52

 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(p) 

OTHER FINANCIAL ASSETS  

A financial instrument is any contract that gives rise to a financial asset of one entity and a 
financial liability or equity instrument of another entity. 

All financial assets are recognised initially at fair value plus, in the case of financial assets not 
recorded at fair value through profit or loss, transaction costs that are attributable to the 
acquisition of the financial asset. 

(q) 

OTHER FINANCIAL LIABILITIES (CONTINUED) 

 (iii)  Offsetting of financial instruments 

Financial assets and financial liabilities are offset and the net amount is reported in the 

consolidated statement of financial position if there is a currently enforceable legal 

right to offset the recognised amounts and there is an intention to settle on a net basis, 

to realise the assets and settle the liabilities simultaneously. 

(i) 

Loans and Receivables 

(r) 

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING 

Loans and receivables are non-derivative financial assets with fixed or determinable 
payments that are not quoted in an active market. After initial measurement, such 
assets are recognised at cost and amortised using the effective interest method. Gains 
and losses are recognised in profit or loss when the loans and receivables are 
derecognised or impaired. 

(ii) 

Financial assets at fair value through profit or loss 

Financial assets at fair value through profit or loss include financial assets held for 
trading and financial assets designated upon initial recognition at fair value through 
profit or loss. Financial assets are classified as held for trading if they are acquired for 
the purpose of selling or repurchasing in the near term. Derivatives, including 
separated embedded derivatives are also classified as held for trading unless they are 
designated as effective hedging instruments as defined by AASB 139. 

Financial assets at fair value through profit or loss are carried in the statement of 
financial position at fair value with net changes in fair value recognised in profit or loss. 

(q) 

OTHER FINANCIAL LIABILITIES 

All financial liabilities are recognised initially at fair value and, in the case of loans and 
borrowings and payables, net of directly attributable transaction costs. 

(i) 

Trade and other payables 

Liabilities for trade creditors and other amounts are recognised and carried at original 
invoice cost, which is the fair value of the consideration to be paid in the future for 
goods and services received whether or not billed to the consolidated entity. 

Trade liabilities are normally settled on terms of between 7 and 90 days. 

(ii) 

Loans and borrowings 

All loans, borrowings and interest-bearing payables are initially recognised at the fair 
value of the consideration received net of issue costs associated with the borrowing. 

After initial recognition, such items 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. 

Fees paid on the establishment of loan facilities are amortised over the life of the 
facility. On-going borrowing costs are expensed as incurred. 

The Group uses derivative financial instruments (including forward currency contracts and 

foreign exchange options) to hedge its risks associated with foreign currency fluctuations. 

Such derivative financial instruments are initially recognised at fair value on the date on which 

the derivative contract is entered into and are subsequently remeasured at fair value. Any 

derivative financial instruments acquired through business combinations are re-designated. 

Derivatives are carried as financial assets when their fair value is positive and as financial 

liabilities when their fair value is negative. Any gains or losses arising from changes in the fair 

value of derivatives, except for those that qualify as cash flow hedges, are taken directly to 

profit or loss for the period. 

Cash flow hedges 

Cash flow hedges are hedges of the Group’s exposure to variability in cash flows that is 

attributable to a particular risk associated with a recognised asset or liability that is a firm 

commitment and that could affect the statement of comprehensive income.  The Group’s cash 

flow hedges that meet the strict criteria for hedge accounting are accounted for by 

recognising the effective portion of the gain or loss on the hedging instrument directly in 

equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are 

transferred out of equity and included in the measurement of the hedge transaction (finance 

costs or inventory purchases) when the forecast transaction occurs. 

The Group tests each of the designated cash flow hedges for effectiveness on an ongoing 

basis both retrospectively and prospectively using the ratio offset method. If the testing falls 

within the 80% to 125% range, the hedge is considered to be highly effective and continues to 

be designated as a cash flow hedge. 

At each reporting date, the Group measures ineffectiveness using the ratio offset method. For 

foreign currency cash flow hedges if the risk is over-hedged, the ineffective portion is taken 

immediately to other income/expense in the statement of comprehensive income. 

If the forecast transaction is no longer expected to occur, amounts recognised in equity are 

transferred to the statement of comprehensive income. 

If the hedging instrument expires or is sold, terminated or exercised without replacement or 

rollover, or if its designation as a hedge is revoked (due to being ineffective), amounts 

previously recognised in equity remain in equity until the forecast transaction occurs. 

(s) 

BORROWING COSTS 

Borrowing costs directly attributable to the acquisition, construction or production of an asset 

that necessarily takes a substantial period of time to get ready for its intended use are 

capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period 

in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in 

connection with the borrowing of the funds. 

53 Premier Investments Limited

53

54

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(q) 

OTHER FINANCIAL LIABILITIES (CONTINUED) 

 (iii)  Offsetting of financial instruments 

Financial assets and financial liabilities are offset and the net amount is reported in the 
consolidated statement of financial position if there is a currently enforceable legal 
right to offset the recognised amounts and there is an intention to settle on a net basis, 
to realise the assets and settle the liabilities simultaneously. 

(r) 

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING 

The Group uses derivative financial instruments (including forward currency contracts and 
foreign exchange options) to hedge its risks associated with foreign currency fluctuations. 
Such derivative financial instruments are initially recognised at fair value on the date on which 
the derivative contract is entered into and are subsequently remeasured at fair value. Any 
derivative financial instruments acquired through business combinations are re-designated. 

Derivatives are carried as financial assets when their fair value is positive and as financial 
liabilities when their fair value is negative. Any gains or losses arising from changes in the fair 
value of derivatives, except for those that qualify as cash flow hedges, are taken directly to 
profit or loss for the period. 

Cash flow hedges 

Cash flow hedges are hedges of the Group’s exposure to variability in cash flows that is 
attributable to a particular risk associated with a recognised asset or liability that is a firm 
commitment and that could affect the statement of comprehensive income.  The Group’s cash 
flow hedges that meet the strict criteria for hedge accounting are accounted for by 
recognising the effective portion of the gain or loss on the hedging instrument directly in 
equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are 
transferred out of equity and included in the measurement of the hedge transaction (finance 
costs or inventory purchases) when the forecast transaction occurs. 

The Group tests each of the designated cash flow hedges for effectiveness on an ongoing 
basis both retrospectively and prospectively using the ratio offset method. If the testing falls 
within the 80% to 125% range, the hedge is considered to be highly effective and continues to 
be designated as a cash flow hedge. 

At each reporting date, the Group measures ineffectiveness using the ratio offset method. For 
foreign currency cash flow hedges if the risk is over-hedged, the ineffective portion is taken 
immediately to other income/expense in the statement of comprehensive income. 

If the forecast transaction is no longer expected to occur, amounts recognised in equity are 
transferred to the statement of comprehensive income. 

If the hedging instrument expires or is sold, terminated or exercised without replacement or 
rollover, or if its designation as a hedge is revoked (due to being ineffective), amounts 
previously recognised in equity remain in equity until the forecast transaction occurs. 

(s) 

BORROWING COSTS 

Borrowing costs directly attributable to the acquisition, construction or production of an asset 
that necessarily takes a substantial period of time to get ready for its intended use are 
capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period 
in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in 
connection with the borrowing of the funds. 

Annual Report 2015 54

54

 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(t) 

LEASES 

Finance leases, which transfer to the Group substantially all the risks and benefits incidental 
to ownership of the leased item, are capitalised at the inception of the lease at the fair value 
of the leased asset or, if lower, at the present value of the minimum lease payments. 

Lease payments are apportioned between the finance charges and reduction of the lease 
liability so as to achieve a constant rate of interest on the remaining balance of the liability. 
Finance charges are recognised as an expense in profit or loss. 

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the 
asset and the lease term if there is no reasonable certainty that the Group will obtain 
ownership by the end of the lease term.  

Operating lease payments are recognised as an expense in profit or loss on a straight-line 
basis over the lease term. Operating lease incentives are recognised as a liability when 
received and subsequently reduced by allocating lease payments between rental expense 
and reduction of the liability. 

(u) 

PROVISIONS 

Provisions are recognised when the Group has a present obligation (legal or constructive) as 
a result of a past event, it is probable that an outflow of resources embodying economic 
benefits will be required to settle the obligation and a reliable estimate can be made of the 
amount of the obligation.  

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. Where 
discounting is used, the increase in the provision due to the passage of time is recognised as 
a finance cost. 

(v) 

ONEROUS LEASE PROVISIONS 

A provision for onerous contracts is recognised when the expected benefits to be derived by 
the Group from the contract are lower than the unavoidable cost of meeting its obligations 
under the contract. The provision is measured at the present value of the lower of the 
expected cost of terminating the contract and the expected net unavoidable costs of 
continuing with the contract. Before a provision is established, the Group recognises any 
impairment loss on the assets associated with the contract. 

(w) 

SUPPLY CHAIN TRANSFORMATION PROVISIONS 

Restructuring provisions are only recognised when general recognition criteria for provisions 
are fulfilled. Additionally, the Group needs to follow a detailed formal plan about the business 
or part of the business concerned, the location and number of employees affected, a detailed 
estimate of the associated costs, and appropriate time line. The people affected have a valid 
expectation that the restructuring is being carried out or the implementation has been initiated 
already. 

(x) 

EMPLOYEE BENEFITS 

(i)  Wages, salaries and annual leave  

The provisions for employee entitlements to wages, salaries and annual leave 

represent the amount which the Group has a present obligation to pay, resulting from 

employees’ services provided up to the reporting date. The provisions have been 

calculated at nominal amounts based on current wage and salary rates, and include 

related on-costs. 

(ii) 

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 employees up to the reporting date. Consideration is 

given to expected future wage and salary levels, experience of employee departures, 

and periods of service. Related on-costs have also been included in the liability. 

Expected future payments are discounted using market yields at the reporting date on 

high quality corporate bonds with terms to maturity that match as closely as possible 

the estimated cash outflow. 

 (iii)  Retirement benefit obligations 

All employees of the Group are entitled to benefits from the Group’s superannuation 

plan on retirement, disability or death.  The Group operates a defined contribution 

plan.  Contributions to the plan are recognised as an expense as they become 

payable. Prepaid contributions are recognised as an asset to the extent that a cash 

refund or a reduction in the future payment is made available. 

(y) 

DEFERRED INCOME 

(i) 

Lease Incentives 

 (ii)  Deferred rent 

(z) 

REVENUE RECOGNITION 

Lease incentives are capitalised in the financial statements when received and 

credited to rent expense over the term of the store lease to which they relate. 

Operating lease expenses are recognised on a straight-line basis over the lease term, 

which includes the impact of annual fixed rate percentage increases. 

Revenue is recognised and measured at the fair value of the consideration received or 

receivable to the extent it is probable that the economic benefits will flow to the Group and the 

revenue can be reliably measured. The following specific recognition criteria must also be met 

before revenue is recognised. 

(i) 

Sale of goods 

Revenue from the sale of goods is recognised when the significant risks and rewards 

of ownership of the goods have passed to the customer. Risks and rewards are 

considered passed to the customer at the point-of-sale in retail stores and at the time 

of delivery to catalogue and wholesale customers. 

55 Premier Investments Limited

55

56

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(x) 

EMPLOYEE BENEFITS 

(i)  Wages, salaries and annual leave  

The provisions for employee entitlements to wages, salaries and annual leave 
represent the amount which the Group has a present obligation to pay, resulting from 
employees’ services provided up to the reporting date. The provisions have been 
calculated at nominal amounts based on current wage and salary rates, and include 
related on-costs. 

(ii) 

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 employees up to the reporting date. Consideration is 
given to expected future wage and salary levels, experience of employee departures, 
and periods of service. Related on-costs have also been included in the liability. 

Expected future payments are discounted using market yields at the reporting date on 
high quality corporate bonds with terms to maturity that match as closely as possible 
the estimated cash outflow. 

 (iii)  Retirement benefit obligations 

All employees of the Group are entitled to benefits from the Group’s superannuation 
plan on retirement, disability or death.  The Group operates a defined contribution 
plan.  Contributions to the plan are recognised as an expense as they become 
payable. Prepaid contributions are recognised as an asset to the extent that a cash 
refund or a reduction in the future payment is made available. 

(y) 

DEFERRED INCOME 

(i) 

Lease Incentives 

Lease incentives are capitalised in the financial statements when received and 
credited to rent expense over the term of the store lease to which they relate. 

 (ii)  Deferred rent 

Operating lease expenses are recognised on a straight-line basis over the lease term, 
which includes the impact of annual fixed rate percentage increases. 

(z) 

REVENUE RECOGNITION 

Revenue is recognised and measured at the fair value of the consideration received or 
receivable to the extent it is probable that the economic benefits will flow to the Group and the 
revenue can be reliably measured. The following specific recognition criteria must also be met 
before revenue is recognised. 

(i) 

Sale of goods 

Revenue from the sale of goods is recognised when the significant risks and rewards 
of ownership of the goods have passed to the customer. Risks and rewards are 
considered passed to the customer at the point-of-sale in retail stores and at the time 
of delivery to catalogue and wholesale customers. 

Annual Report 2015 56

56

 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(z) 

REVENUE RECOGNITION (CONTINUED) 

(ii) 

Interest revenue 

(aa) 

INCOME TAX (CONTINUED) 

Revenue is recognised as interest accrues using the effective interest method.  This is 
a method of calculating the amortised cost of a financial asset and allocating the 
interest income over the relevant period using the effective interest rate, which is the 
rate that exactly discounts estimated future cash receipts through the expected life of 
the financial asset to the net carrying amount of the financial asset. 

(iii)  Dividends 

Revenue is recognised when the Group’s right to receive the payment is established. 

(iv) 

Lay-by sales 

The Group has a history of most lay-by sales in retail stores being completed following 
receipt of an initial deposit. Therefore, the Group has elected to recognise revenue on 
lay-by sales upon receipt of a deposit. 

(v) 

Gift cards 

Revenue from the sale of gift cards is recognised upon redemption of the gift card, or 
when the card is no longer expected to be redeemed, based on analysis of historical 
non-redemption rates. 

(aa) 

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 based on the current 
period’s taxable income. The tax rates and tax laws used to compute the amount are those 
that are enacted or substantially enacted by the reporting date.  

Current income tax relating to items recognised directly in equity is recognised in equity and 
not in the income statement. Management periodically evaluates positions taken in the tax 
returns with respect to situations in which applicable tax regulations are subject to 
interpretation and establishes provisions where appropriate. 

Deferred income tax is provided on all temporary differences at the reporting date between 
the tax bases of assets and liabilities and their carrying amounts for financial reporting 
purposes. 

Deferred income tax liabilities are recognised for all taxable temporary differences except: 

- 

- 

When the deferred income tax liability arises from the initial recognition of an asset or 
liability in a transaction that is not a business combination and, at the time of the 
transaction, affects neither the accounting profit nor taxable profit or loss; and 

When the taxable temporary difference is associated with investments in subsidiaries, 
associates and interests in joint ventures, and the timing of the reversal of the temporary 
differences can be controlled and it is probable that the temporary differences will not 
reverse in the foreseeable future. 

Deferred income tax assets are recognised for all deductible temporary differences, carry-

forward of unused tax credits and unused tax losses, to the extent that it is probable that 

taxable profit will be available against which the deductible temporary differences, and the 

carry-forward of unused tax credits and unused tax losses, can be utilised except: 

- 

When the deferred income tax asset relating to the deductible temporary difference 

arises from the initial recognition of an asset or liability in a transaction that is not a 

business combination and, at the time of the transaction, affects neither the accounting 

profit nor taxable profit or loss; and 

- 

Where the deductible temporary difference is associated with investments in 

subsidiaries, associates and interest in joint ventures, in which case a deferred tax asset 

is only recognised to the extent that it is probable that the temporary difference will 

reverse in the foreseeable future and taxable profit will be available against which the 

temporary difference can be utilised. 

The carrying amount of deferred income tax assets is reviewed at each reporting 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 reporting date and 

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 reporting date. 

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right 

exists to set off current tax assets against current tax liabilities and the deferred tax assets 

and liabilities relate to the same taxable entity and the same taxation authority. 

Tax consolidation 

Effective 1 July 2003, Premier Investments Limited and its wholly owned Australian controlled 

entities implemented a tax consolidation group. The head entity, Premier Investments Limited 

and the controlled entities continue to account for their own current and deferred tax amounts. 

The Group has applied the Group allocation approach to determining the appropriate amount 

of current taxes and deferred taxes to allocate to members of the tax consolidated group. The 

agreement provides for the allocation of income tax liabilities between the entities should the 

head entity default on its tax payment obligations. At reporting date the possibility of default is 

remote. 

In addition to its own current and deferred tax amounts, Premier Investments Limited also 

recognises the current tax liabilities (or assets) and the deferred tax assets arising from 

unused tax losses and unused tax credits assumed from controlled entities in the tax 

consolidated group. 

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are 

recognised as amounts receivable from or payable to other entities in the Group. 

57 Premier Investments Limited

57

58

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(aa) 

INCOME TAX (CONTINUED) 

Deferred income tax assets are recognised for all deductible temporary differences, carry-
forward of unused tax credits and unused tax losses, to the extent that it is probable that 
taxable profit will be available against which the deductible temporary differences, and the 
carry-forward of unused tax credits and unused tax losses, can be utilised except: 

- 

- 

When the deferred income tax asset relating to the deductible temporary difference 
arises from the initial recognition of an asset or liability in a transaction that is not a 
business combination and, at the time of the transaction, affects neither the accounting 
profit nor taxable profit or loss; and 

Where the deductible temporary difference is associated with investments in 
subsidiaries, associates and interest in joint ventures, in which case a deferred tax asset 
is only recognised to the extent that it is probable that the temporary difference will 
reverse in the foreseeable future and taxable profit will be available against which the 
temporary difference can be utilised. 

The carrying amount of deferred income tax assets is reviewed at each reporting 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 reporting date and 
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 reporting date. 

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right 
exists to set off current tax assets against current tax liabilities and the deferred tax assets 
and liabilities relate to the same taxable entity and the same taxation authority. 

Tax consolidation 

Effective 1 July 2003, Premier Investments Limited and its wholly owned Australian controlled 
entities implemented a tax consolidation group. The head entity, Premier Investments Limited 
and the controlled entities continue to account for their own current and deferred tax amounts. 
The Group has applied the Group allocation approach to determining the appropriate amount 
of current taxes and deferred taxes to allocate to members of the tax consolidated group. The 
agreement provides for the allocation of income tax liabilities between the entities should the 
head entity default on its tax payment obligations. At reporting date the possibility of default is 
remote. 

In addition to its own current and deferred tax amounts, Premier Investments Limited also 
recognises the current tax liabilities (or assets) and the deferred tax assets arising from 
unused tax losses and unused tax credits assumed from controlled entities in the tax 
consolidated group. 

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are 
recognised as amounts receivable from or payable to other entities in the Group. 

Annual Report 2015 58

58

 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(bb) 

OTHER TAXES 

(ee) 

SHARE-BASED REMUNERATION SCHEMES (CONTINUED) 

At each subsequent reporting date until vesting, the cumulative charge to the statement of 

comprehensive income is the product of: 

(i) 

The grant date fair value of the award; 

(ii) 

The extent to which the vesting period has expired; and  

(iii) 

The current best estimate of the number of awards that will vest as at the grant date.   

The charge to profit and loss for the period is the cumulative amount as calculated above less 

the amounts already charged in previous periods. There is a corresponding entry to equity. 

No expense is recognised for awards that do not ultimately vest, except for equity settled 

transactions for which vesting is conditional upon a market or non-vesting condition. These 

are treated as vested, irrespective of whether or not the market or non-vesting condition is 

satisfied, provided that all other performance and service conditions are met. 

(ff) 

COMPARATIVES 

The current reporting period, 27 July 2014 to 25 July 2015, represents 52 weeks and the 

comparative reporting period is from 28 July 2013 to 26 July 2014 which also represents 52 

weeks. From time to time, management may change prior year comparatives to reflect 

classifications applied in the current year.  

Revenues, expenses and assets are recognised net of the amount of goods and services tax 
(GST) except: 

- 

- 

When the GST incurred on a purchase of goods and services is not recoverable from the 
taxation authority, in which case the GST is recognised as part of the cost of acquisition 
of the asset or as part of the expense item as applicable; and 

Receivables and payables are stated with the amount of GST included. 

The net amount of GST recoverable from, or payable to, the taxation authority is included as 
part of receivables or payables in the statement of financial position.  

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. 

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or 
payable to, the taxation authority. 

(cc) 

CONTRIBUTED EQUITY 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of 
new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 

(dd) 

EARNINGS PER SHARE 

Basic earnings per share are calculated as net profit attributable to members of the parent 
divided by the weighted average number of ordinary shares.  

Diluted earnings per share is calculated as net profit attributable to members of the parent, 
adjusted for costs of servicing equity, the after tax effect of dividends and interest associated 
with dilutive potential ordinary shares that have been recognised as expenses, and other non-
discretionary changes in revenue or expenses during the period that would result from the 
dilution of potential ordinary shares, divided by the weighted average number of ordinary 
shares and dilutive potential ordinary shares. 

(ee) 

SHARE-BASED REMUNERATION SCHEMES 

The Group provides benefits to its employees in the form of share-based payments, whereby 
employees render services in exchange for shares or rights over shares (equity-settled 
transactions). The plans in place to provide these benefits are a long-term incentive plan 
known as the performance rights plan (“PRP”). 

The cost of these equity-settled transactions with employees is measured by reference to the 
fair value of the equity instrument at the date at which they are granted.  

The cost of equity-settled transactions is recognised, together with a corresponding increase 
in equity, over the period in which the performance and/or service conditions are fulfilled (the 
vesting period), ending on the date on which the relevant employees become fully entitled to 
the award (the vesting date). 

59 Premier Investments Limited

59

60

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

2 

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

(ee) 

SHARE-BASED REMUNERATION SCHEMES (CONTINUED) 

At each subsequent reporting date until vesting, the cumulative charge to the statement of 
comprehensive income is the product of: 

(i) 

The grant date fair value of the award; 

(ii) 

The extent to which the vesting period has expired; and  

(iii) 

The current best estimate of the number of awards that will vest as at the grant date.   

The charge to profit and loss for the period is the cumulative amount as calculated above less 
the amounts already charged in previous periods. There is a corresponding entry to equity. 

No expense is recognised for awards that do not ultimately vest, except for equity settled 
transactions for which vesting is conditional upon a market or non-vesting condition. These 
are treated as vested, irrespective of whether or not the market or non-vesting condition is 
satisfied, provided that all other performance and service conditions are met. 

(ff) 

COMPARATIVES 

The current reporting period, 27 July 2014 to 25 July 2015, represents 52 weeks and the 
comparative reporting period is from 28 July 2013 to 26 July 2014 which also represents 52 
weeks. From time to time, management may change prior year comparatives to reflect 
classifications applied in the current year.  

Annual Report 2015 60

60

 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

The Group’s principal financial instruments comprise cash and short-term deposits, derivative financial 
instruments, receivables, payables, bank overdraft and interest-bearing liabilities. 

RISK EXPOSURES AND RESPONSES 

The Group manages its exposure to key financial risks in accordance with Board-approved policies 
which are reviewed annually including, liquidity risk, foreign currency risk, interest rate risk and credit 
risk. The objective of the policy is to support the delivery of the Group’s financial targets whilst 
protecting future financial security. 

The Group uses different methods to measure and manage different types of risks to which it is 
exposed. These include, monitoring levels of exposure to interest rate and foreign exchange risk and 
assessment of market forecasts for interest rate and foreign exchange prices. Ageing analyses and 
monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is monitored 
through development of future cash flow forecast projections.  

Details of the significant accounting policies and methods adopted, including the criteria for recognition, 
the basis of measurement and the basis on which income and expenses are recognised, in respect of 
each class of financial asset, financial liability and equity instrument are disclosed in note 2 of the 
financial statements.  

Interest rate risk 

The Group’s exposure to market interest rates relates primarily to its cash and cash equivalents that it 
holds and long term debt obligations. 

At reporting date, the Group had the following mix of financial assets and liabilities exposed to variable 
interest rate risk that are not designated in cash flow hedges: 

Financial Assets 

  Cash 

  Other receivables 

Financial Liabilities 

  Bank loans AUD 

  Bank loans (NZD 20.0 million) 

Net Financial Assets 

NOTES 

26 

16 

16 

CONSOLIDATED 

2015
$’000 

281,572 

2,464 

284,036 

86,623 

18,018 

104,641 

179,395 

2014
$’000 

313,308 

3,596 

316,904 

101,000 

18,477 

119,477 

197,427 

61 Premier Investments Limited

61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Interest rate risk (Continued) 

The Group’s objective of managing interest rate risk is to minimise the entity’s exposure to fluctuations 
in interest rates that might impact its interest revenue and cash flow. To manage this risk, the Group 
locks a portion of the Group’s cash and cash equivalents into term deposits. The maturity of term 
deposits is determined based on the Group’s cash flow forecast. 

The Group has conducted a sensitivity analysis of the Group’s exposure to interest rate risk. The 
sensitivity analysis below has been determined based on the exposure to interest rates from financial 
instruments at the reporting date and the stipulated change taking place at the beginning of the 
financial year and being held constant throughout the reporting period, holding all other variables 
constant. A 100 (2014:100) basis point increase and decrease in Australian interest rates represents 
management's assessment of the possible change in interest rates. A positive number indicates an 
increase in profit after tax, whilst a negative number indicates a reduction in profit after tax. 

Judgements of reasonably possible movements: 

CONSOLIDATED 

+1.0% (100 basis points) 

-1.0% (100 basis points) 

POST-TAX PROFIT 

HIGHER/(LOWER) 

 2015
$000 

1,236 

(1,236) 

 2014
$000 

1,357 

(1,357) 

The movement in profits are due to lower interest expense and interest income from variable 
rates and net cash balances. 

Significant assumptions used in the interest rate sensitivity analysis include: 

 

 

Reasonably possible movements in interest rates were determined based on the 
Group’s current credit rating and mix of debt in Australian and foreign countries, 
relationships with financial institutions, the level of debt that is expected to be 
renewed as well as a review of the last two years’ historical movements and 
economic forecasters’ expectations. 

The net exposure at reporting date is representative of what the Group was and is 
expecting to be exposed to in the next twelve months. 

Annual Report 2015 62
62

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Credit risk 

The overwhelming majority of the Group’s sales are on cash or cash equivalent terms with settlement 
within 24 hours.  As such, the Group’s exposure to credit risk is minimal. The Group trades only with 
recognised, creditworthy third parties.  It is the Group’s policy that all customers who wish to trade on 
credit terms are subject to credit verification procedures.  In addition, receivable balances are 
monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. 

There are no significant concentrations of credit risk within the Group and financial instruments are 
spread amongst a number of financial institutions. 

With respect to credit risk arising from the other financial assets of the Group, which comprise mainly 
cash and cash equivalents and certain derivative instruments, the Group’s exposure to credit risk 
arises from default of the counter party, with a maximum exposure equal to the carrying amount of 
these instruments. Since the Group trades only with recognised creditworthy third parties, there is no 
requirement for collateral by either party.  

Credit risk for the Group also arises from financial guarantees that members of the Group act as 
guarantor. At 25 July 2015, the maximum exposure to credit risk of the Group is the amount 
guaranteed as disclosed in note 34. 

Foreign operations 

The Group has operations in New Zealand. As a result, movements in the Australian Dollar and New 
Zealand Dollar (“AUD/NZD”) exchange rate affect the Group’s statement of financial position and 
results from operations. The Group has obtained New Zealand Dollar denominated financing facilities 
from a financial institution to provide a natural hedge of the Group’s exposure to movements in the 
AUD/NZD on translation of the New Zealand statement of financial position. In addition, the Group, on 
occasion, hedges its cash flow exposure to movements in the AUD/NZD. 

The Group has an investment, classified as held for sale, and a current receivable denominated in 
South African Rand (ZAR) arising from its investment in Just Kor Fashion Group (Pty) Ltd. As a result 
of these transactions, movements in the AUD/ZAR exchange rates can affect the Group’s statement of 
financial position. In addition, the Group, on occasion, hedges its cash flow exposure to movements in 
the AUD/ZAR. 

The Group also has operations in Singapore. As a result, movement in the Australian Dollar and 
Singapore Dollar (“AUD/SGD”) exchange rates can affect the Group’s statement of financial position 
and results from operations. The Group, on occasion, hedges its cash flow exposure in movements in 
the AUD/SGD. 

The group commenced operations in the United Kingdom in the 2014 financial year. As a result, 
movement in the Australian Dollar and Pound Sterling (“AUD/GBP”) exchange rates can affect the 
Group’s statement of financial position and results from operations. The Group, on occasion, hedges 
its cash flow exposure to movements in the AUD/GBP. 

Foreign currency transactions 

The Group has exposures to foreign currencies principally arising from purchases by operating entities 
in currencies other than the functional currency. Approximately 60% of the Group’s purchases are 
denominated in USD, which is not the functional currency of the Australian, New Zealand, Singapore 
or United Kingdom operating entities. 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Foreign currency transactions (Continued) 

The Group considers its exposure to USD arising from the purchases of inventory to be a long-

term and ongoing exposure. In order to protect against exchange rate movements, the Group 

enters into forward exchange contracts to purchase US Dollars. 

The Group’s foreign currency risk management policy provides guidelines for the term over which 

foreign currency hedging will be undertaken for part or all of the risk. This term cannot exceed two 

years. Factors taken into account include: 

the implied market volatility for the currency exposure being hedged and the cost of hedging, 

relative to long-term indicators; 

the level of the Australian Dollar, New Zealand Dollar, Singapore Dollar and Pound Sterling 

against the currency risk being hedged, relative to long-term indicators; 

- 

- 

- 

the Group’s strategic decision-making horizon; and 

- 

other factors considered relevant by the board. 

The policy requires periodic reporting to the Audit and Risk Committee, and its application is subject to 

oversight from the Chairman of the Audit and Risk Committee or the Chairman of the Board. The 

policy allows the use of forward exchange contracts and foreign currency options.  

At reporting date, the Group had the following exposures to movements in the United States Dollar, 

New Zealand Dollar, Singapore Dollar and Pound Sterling: 

USD EXPOSURE 

NZD EXPOSURE 

SGD EXPOSURE 

GBP EXPOSURE 

CONSOLIDATED 

CONSOLIDATED 

CONSOLIDATED 

CONSOLIDATED 

2015

$’000 

2014

$’000 

2015

$’000 

2014

$’000 

2015 

$’000 

2014 

$’000 

2015

$’000 

2014

$’000 

FINANCIAL ASSETS 

Cash and cash equivalents 

Trade and other receivables 

156 

195 

648 

340 

Derivative financial assets  

32,566 

1,596 

FINANCIAL LIABILITIES 

3,822 

2,102 

2,670 

1,750 

2,933 

4,044 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Trade and other payables 

22,781 

20,765 

4,803 

4,031 

372 

277 

539 

300 

Derivative financial liabilities  

127 

6,801 

Bank loans 

- 

- 

18,018 

18,477 

Net exposure 

10,009 

(24,982) 

(18,999) 

(20,406) 

2,298 

1,473 

2,394 

3,744 

22,908 

27,566 

22,821 

22,508 

372 

277 

539 

300 

32,917 

2,584 

3,822 

2,102 

2,670 

1,750 

2,933 

4,044 

The Group has forward currency contracts designated as cash flow hedges that are subject to 

movements through equity and profit and loss respectively as foreign exchange rates move (refer to 

Note 30). 

The Group has exposure to the South African Rand through trade and other receivables from Just 

Kor Fashion Group (Pty) Ltd totalling $1,378,000 (2014: $2,157,000). 

63 Premier Investments Limited

63

64

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Foreign currency transactions (Continued) 

The Group considers its exposure to USD arising from the purchases of inventory to be a long-
term and ongoing exposure. In order to protect against exchange rate movements, the Group 
enters into forward exchange contracts to purchase US Dollars. 

The Group’s foreign currency risk management policy provides guidelines for the term over which 
foreign currency hedging will be undertaken for part or all of the risk. This term cannot exceed two 
years. Factors taken into account include: 

- 

- 

- 

the implied market volatility for the currency exposure being hedged and the cost of hedging, 
relative to long-term indicators; 

the level of the Australian Dollar, New Zealand Dollar, Singapore Dollar and Pound Sterling 
against the currency risk being hedged, relative to long-term indicators; 

the Group’s strategic decision-making horizon; and 

- 

other factors considered relevant by the board. 

The policy requires periodic reporting to the Audit and Risk Committee, and its application is subject to 
oversight from the Chairman of the Audit and Risk Committee or the Chairman of the Board. The 
policy allows the use of forward exchange contracts and foreign currency options.  

At reporting date, the Group had the following exposures to movements in the United States Dollar, 
New Zealand Dollar, Singapore Dollar and Pound Sterling: 

USD EXPOSURE 

NZD EXPOSURE 

SGD EXPOSURE 

GBP EXPOSURE 

CONSOLIDATED 

CONSOLIDATED 

CONSOLIDATED 

CONSOLIDATED 

2015
$’000 

2014
$’000 

2015
$’000 

2014
$’000 

2015 
$’000 

2014 
$’000 

2015
$’000 

2014
$’000 

FINANCIAL ASSETS 

Cash and cash equivalents 

Trade and other receivables 

156 

195 

648 

340 

Derivative financial assets  

32,566 

1,596 

3,822 

2,102 

2,670 

1,750 

2,933 

4,044 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

32,917 

2,584 

3,822 

2,102 

2,670 

1,750 

2,933 

4,044 

FINANCIAL LIABILITIES 

Trade and other payables 

22,781 

20,765 

4,803 

4,031 

372 

277 

539 

300 

Derivative financial liabilities  

127 

6,801 

- 

- 

Bank loans 

- 

- 

18,018 

18,477 

- 

- 

- 

- 

- 

- 

- 

- 

Net exposure 

10,009 

(24,982) 

(18,999) 

(20,406) 

2,298 

1,473 

2,394 

3,744 

22,908 

27,566 

22,821 

22,508 

372 

277 

539 

300 

The Group has forward currency contracts designated as cash flow hedges that are subject to 
movements through equity and profit and loss respectively as foreign exchange rates move (refer to 
Note 30). 

The Group has exposure to the South African Rand through trade and other receivables from Just 
Kor Fashion Group (Pty) Ltd totalling $1,378,000 (2014: $2,157,000). 

Annual Report 2015 64
64

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Foreign currency risk 

The following sensitivity is based on the foreign exchange risk exposures in existence at the reporting date: 

POST-TAX PROFIT 

HIGHER/(LOWER) 

OTHER COMPREHENSIVE INCOME 

HIGHER/(LOWER) 

Judgements of 

reasonably possible 

movements: 

CONSOLIDATED 

AUD/USD + 2.5% 

AUD/USD – 10.0% 

AUD/NZD + 2.5% 

AUD/NZD – 10.0% 

AUD/ZAR + 2.5% 

AUD/ZAR – 10.0% 

AUD/SGD + 2.5% 

AUD/SGD –10.0% 

AUD/GBP + 2.5% 

AUD/GBP –10.0% 

 2015
$000 

(311) 

1,318 

463 

(2,111) 

(34) 

153 

(56) 

255 

(58) 

266 

 2014
$000 

(105) 

478 

498 

(2,267) 

(53) 

240 

(36) 

164 

(91) 

416 

 2015 
$000 

(4,023) 

16,997 

- 

- 

- 

- 

- 

- 

- 

- 

 2014
$000 

(4,063) 

18,417 

- 

- 

- 

- 

- 

- 

- 

- 

Significant assumptions used in the foreign currency exposure sensitivity analysis include: 

 

 

 

 

Reasonably possible movements in foreign exchange rates were determined based on a 
review of the last two years historical movements and economic forecaster’s expectations. 

The net exposure at reporting date is representative of what the Group was and is expecting 
to be exposed to in the next twelve months from reporting date. 

The effect on other comprehensive income is the effect on the cash flow hedge reserve, 
and/or the foreign currency translation reserve. 

The sensitivity does not include financial instruments that are non-monetary items as these 
are not considered to give rise to currency risk. 

Liquidity risk 

Liquidity risk refers to the risk of encountering difficulties in meeting obligations associated with 
financial liabilities. Liquidity risk management is associated with ensuring that there are sufficient funds 
available to meet financial commitments in a timely manner and planning for unforeseen events which 
may curtail cash flows and cause pressure on liquidity. The Group keeps its short, medium and long 
term funding requirements under constant review. Its policy is to have sufficient committed funds 
available to meet medium term requirements, with flexibility and headroom to make acquisitions for 
cash in the event an opportunity should arise. 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Liquidity risk (Continued) 

The Group has at reporting date $35 million (2014: $27 million) cash held in deposit with 11am at call 

term and the remaining $246 million (2014: $286 million) cash held in deposit with maturity terms 

ranging from 30 to 180 days. Hence management believe there is no significant exposure to liquidity 

risk at 25 July 2015 and 26 July 2014. 

The Group aims to maintain a balance between continuity of funding and flexibility through the 

use of bank overdrafts, bank loans and finance leases with a variety of counterparties.   

The remaining contractual maturities of the Group’s financial liabilities are: 

Maturity < 6 months 

Maturity 6–12 months  

Maturity 12–24 months 

Maturity > 24 months 

CONSOLIDATED 

2015

$’000 

196,771 

103,123 

19,605 

105,018 

424,517 

2014

$’000 

164,807 

203,773 

27,565 

19,000 

415,145 

Fair value of financial assets and liabilities 

The Group measures financial instruments, such as derivatives and assets held for sale, at fair value at 

each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a 

liability in an orderly transaction between market participants at the measurement date. The fair value 

measurement is based on the presumption that the transaction to sell the asset or transfer the liability 

takes place in either the principal market for the asset or liability or, in the absence of a principal market, 

the most advantageous market for the asset or liability, which is accessible to the Group. 

The fair value of an asset or liability is measured using the assumptions that market participants would 

use when pricing the asset or liability, assuming that market participants act in their economic best 

interest. The Group uses valuation techniques that are appropriate in the circumstances and for which 

sufficient data are available to measure fair value, maximising the use of relevant observable inputs and 

minimising the use of unobservable inputs. 

The fair value of financial assets and financial liabilities is based on market prices (where a market 

exists) or using other widely accepted methods of valuation.  

All assets and liabilities for which fair value is measured or disclosed in the financial statements are 

categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair 

value measurement as a whole: 

Level 1 – the fair value is calculated using quoted price in active markets. 

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are 

observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). 

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on 

observable market data. 

65 Premier Investments Limited

65

66

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Liquidity risk (Continued) 

The Group has at reporting date $35 million (2014: $27 million) cash held in deposit with 11am at call 
term and the remaining $246 million (2014: $286 million) cash held in deposit with maturity terms 
ranging from 30 to 180 days. Hence management believe there is no significant exposure to liquidity 
risk at 25 July 2015 and 26 July 2014. 

The Group aims to maintain a balance between continuity of funding and flexibility through the 
use of bank overdrafts, bank loans and finance leases with a variety of counterparties.   

The remaining contractual maturities of the Group’s financial liabilities are: 

Maturity < 6 months 

Maturity 6–12 months  

Maturity 12–24 months 

Maturity > 24 months 

CONSOLIDATED 

2015
$’000 

196,771 

103,123 

19,605 

105,018 

424,517 

2014
$’000 

164,807 

203,773 

27,565 

19,000 

415,145 

Fair value of financial assets and liabilities 

The Group measures financial instruments, such as derivatives and assets held for sale, at fair value at 
each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a 
liability in an orderly transaction between market participants at the measurement date. The fair value 
measurement is based on the presumption that the transaction to sell the asset or transfer the liability 
takes place in either the principal market for the asset or liability or, in the absence of a principal market, 
the most advantageous market for the asset or liability, which is accessible to the Group. 

The fair value of an asset or liability is measured using the assumptions that market participants would 
use when pricing the asset or liability, assuming that market participants act in their economic best 
interest. The Group uses valuation techniques that are appropriate in the circumstances and for which 
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and 
minimising the use of unobservable inputs. 

The fair value of financial assets and financial liabilities is based on market prices (where a market 
exists) or using other widely accepted methods of valuation.  

All assets and liabilities for which fair value is measured or disclosed in the financial statements are 
categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair 
value measurement as a whole: 

Level 1 – the fair value is calculated using quoted price in active markets. 

Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are 
observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). 

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on 
observable market data. 

Annual Report 2015 66
66

 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

3 

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES 

RISK EXPOSURES AND RESPONSES (CONTINUED) 

Fair value of financial assets and liabilities (Continued) 

The following table provides the fair value measurement hierarchy of the Group’s financial assets and 
liabilities: 

CONSOLIDATED 

FINANCIAL YEAR ENDED 25 JULY 2015 

FINANCIAL YEAR ENDED 26 JULY 2014 

QUOTED 
MARKET 
PRICE 

VALUATION 
TECHNIQUE – 
MARKET 
OBSERVABLE 
INPUTS 

VALUATION 
TECHNIQUE – 
NON MARKET 
OBSERVABLE 
INPUTS 

TOTAL 

QUOTED 
MARKET 
PRICE

VALUATION 
TECHNIQUE – 
MARKET 
OBSERVABLE 
INPUTS 

VALUATION 
TECHNIQUE – 
NON MARKET 
OBSERVABLE 
INPUTS 

TOTAL 

(LEVEL 1) 

(LEVEL 2) 

(LEVEL 3) 

(LEVEL 1) 

(LEVEL 2) 

(LEVEL 3) 

$’000 

$’000 

$’000 

$’000 

$’000 

$’000 

$’000 

$’000 

FINANCIAL ASSETS 

Asset classified as 

held for sale 

Foreign Exchange 

Contracts 

FINANCIAL LIABILITIES 

Foreign Exchange 

Contracts 

- 

- 

- 

- 

- 

- 

1,000 

1,000 

32,566 

- 

32,566 

32,566 

1,000  33,566 

127 

127 

- 

- 

127 

127 

- 

- 

- 

- 

- 

- 

1,596 

1,596 

6,801 

6,801 

- 

- 

- 

- 

- 

- 

1,596 

1,596 

6,801 

6,801 

There have been no transfers between Level 1 and Level 2 during the financial year. 

At 25 July 2015 and 26 July 2014 the fair value of cash and cash equivalents, short-term receivables 
and payables approximates their carrying value. The carrying value of interest bearing liabilities is 
assumed to approximate the fair value, being the amount at which the liability could be settled in a 
current transaction between willing parties. 

Foreign exchange contracts are initially recognised in the statement of financial position at fair value on 
the date which the contract is entered into, and subsequently remeasured to fair value. Accordingly, the 
carrying amounts of forward exchange contracts approximate their fair values at the reporting date. 

Foreign exchange contracts are measured based on observable spot exchange rates, the yield curves 
of the respective currencies as well as the currency basis spread between the respective currencies. 

4 

REVENUE AND OTHER INCOME 

REVENUE 

Revenue from sale of goods 

Revenue from sale of goods to associate 

TOTAL REVENUE FROM SALE OF GOODS 

OTHER REVENUE 

Membership program fees 

Other sundry revenue 

INTEREST 

Other persons 

Associate 

Total Interest 

TOTAL OTHER REVENUE 

TOTAL REVENUE 

OTHER INCOME  

Gain on ineffective cash flow hedges 

Royalty and licence fees 

    Other persons 

    Associate 

Insurance proceeds 

Other 

TOTAL OTHER INCOME  

TOTAL INCOME  

CONSOLIDATED 

 2015 

$’000 

2014

$’000 

945,706 

1,956 

947,662 

385 

17 

9,680 

148 

9,828 

10,230 

957,892 

2,224 

99 

- 

159 

1,495 

3,977 

961,869 

888,426 

4,144 

892,570 

465 

20 

10,848 

291 

11,139 

11,624 

904,194 

- 

821 

266 

427 

384 

1,898 

906,092 

67 Premier Investments Limited

67

68

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

4 

REVENUE AND OTHER INCOME 

REVENUE 

Revenue from sale of goods 

Revenue from sale of goods to associate 

TOTAL REVENUE FROM SALE OF GOODS 

OTHER REVENUE 

Membership program fees 

Other sundry revenue 

INTEREST 

Other persons 

Associate 

Total Interest 

TOTAL OTHER REVENUE 

TOTAL REVENUE 

OTHER INCOME  

Gain on ineffective cash flow hedges 

Royalty and licence fees 

    Other persons 

    Associate 

Insurance proceeds 

Other 

TOTAL OTHER INCOME  

TOTAL INCOME  

CONSOLIDATED 

 2015 
$’000 

2014
$’000 

945,706 

1,956 

947,662 

385 

17 

9,680 

148 

9,828 

10,230 

957,892 

2,224 

99 

- 

159 

1,495 

3,977 

961,869 

888,426 

4,144 

892,570 

465 

20 

10,848 

291 

11,139 

11,624 

904,194 

- 

821 

266 

427 

384 

1,898 

906,092 

Annual Report 2015 68
68

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

CONSOLIDATED 

5 

EXPENSES AND LOSSES (CONTINUED) 

  NOTES 

2015 
$’000 

2014
$’000 

5 

EXPENSES AND LOSSES 

12 

12 

12 

13 

EXPENSES 

DEPRECIATION AND IMPAIRMENT OF  
NON-CURRENT ASSETS 

Depreciation of property, plant and equipment 

Amortisation of property, plant and equipment 
under lease 

Impairment of property, plant and equipment 

TOTAL DEPRECIATION AND IMPAIRMENT 
OF NON-CURRENT ASSETS 

AMORTISATION OF NON-CURRENT ASSETS 

Amortisation of leasehold premiums 

TOTAL DEPRECIATION, IMPAIRMENT AND 
AMORTISATION 

FINANCE COSTS 

Finance charges payable under finance leases 

Interest on bank loans and overdraft 

Provision for discount adjustment on onerous 
leases 

TOTAL FINANCE COSTS 

OPERATING LEASE EXPENSES  

Minimum lease payments – operating leases 

Contingent rentals 

TOTAL OPERATING LEASE EXPENSES 

OTHER EXPENSES INCLUDE: 

Share-based payments expense 

Foreign exchange losses 

Loss on ineffective cash flow hedges 

Net loss on disposal of property, plant and 
equipment 

21,797 

21,132 

47 

771 

47 

697 

22,615 

21,876 

62 

65 

22,677 

21,941 

28 

5,697 

13 

5,738 

163,543 

30,269 

193,812 

801 

73 

- 

758 

25 

6,245 

41 

6,311 

154,541 

27,642 

182,183 

898 

345 

625 

426 

SUPPLY CHAIN TRANSFORMATION 
In the 2014 financial year, the Group consolidated its Australian Distribution Centres into one national 
distribution centre in Truganina, Victoria. As a result of this transformation, expenses totalling $4.5 
million were incurred in the 2014 financial year. 

EXPENSE ASSOCIATED WITH DISPOSAL OF ASSET HELD FOR SALE 

During the year, the Group resolved to dispose of its 50% interest in a joint venture entity, Just Kor 

Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South Africa. The 

commercial terms of the sale has been agreed as at year-end, with transfer of the consideration 

completed in August 2015.  

As a result of the disposal, the Group reclassified its investment in associate to an asset classified as 

held for sale in the current financial year. The Group incurred an impairment loss of $765,000 on 

revaluing its investment classified as held for sale at fair value. Other costs associated with the sale of 

the investment amounted to $959,000. 

Refer to note 11 for further information on the asset held for sale at year-end. 

6 

INCOME TAX 

The major components of income tax expense are: 

(a) 

INCOME TAX RECOGNISED IN PROFIT AND LOSS 

CURRENT INCOME TAX 

Current income tax charge 

previous years 

DEFERRED INCOME TAX 

Adjustment in respect of current income tax of 

Relating to origination and reversal of temporary 

differences 

previous years 

Adjustments in respect of current income tax of 

INCOME TAX EXPENSE REPORTED IN THE 

STATEMENT OF COMPREHENSIVE INCOME 

(b) 

STATEMENT OF CHANGES IN EQUITY 

Deferred income tax related to items charged 

(credited) directly to equity: 

Net deferred income tax on movements on cash-

CONSOLIDATED 

2015 

$’000 

2014

$’000 

30,776 

(1,031) 

(1,057) 

155 

25,936 

(74) 

(497) 

- 

28,843 

25,365 

flow hedges 

EQUITY 

INCOME TAX EXPENSE (BENEFIT) REPORTED IN 

10,612 

10,612 

(6,431) 

(6,431) 

69 Premier Investments Limited

69

70

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

5 

EXPENSES AND LOSSES (CONTINUED) 

EXPENSE ASSOCIATED WITH DISPOSAL OF ASSET HELD FOR SALE 
During the year, the Group resolved to dispose of its 50% interest in a joint venture entity, Just Kor 
Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South Africa. The 
commercial terms of the sale has been agreed as at year-end, with transfer of the consideration 
completed in August 2015.  

As a result of the disposal, the Group reclassified its investment in associate to an asset classified as 
held for sale in the current financial year. The Group incurred an impairment loss of $765,000 on 
revaluing its investment classified as held for sale at fair value. Other costs associated with the sale of 
the investment amounted to $959,000. 

Refer to note 11 for further information on the asset held for sale at year-end. 

6 

(a) 

INCOME TAX 

The major components of income tax expense are: 
INCOME TAX RECOGNISED IN PROFIT AND LOSS 

CURRENT INCOME TAX 

Current income tax charge 

Adjustment in respect of current income tax of 
previous years 
DEFERRED INCOME TAX 

Relating to origination and reversal of temporary 
differences 
Adjustments in respect of current income tax of 
previous years 
INCOME TAX EXPENSE REPORTED IN THE 
STATEMENT OF COMPREHENSIVE INCOME 

(b) 

STATEMENT OF CHANGES IN EQUITY 
Deferred income tax related to items charged 
(credited) directly to equity: 

Net deferred income tax on movements on cash-
flow hedges 

INCOME TAX EXPENSE (BENEFIT) REPORTED IN 
EQUITY 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

30,776 

(1,031) 

(1,057) 

155 

25,936 

(74) 

(497) 

- 

28,843 

25,365 

10,612 

10,612 

(6,431) 

(6,431) 

Annual Report 2015 70
70

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

6 

(c) 

INCOME TAX (CONTINUED) 

NUMERICAL RECONCILIATION BETWEEN 
AGGREGATE TAX EXPENSE RECOGNISED IN THE 
STATEMENT OF COMPREHENSIVE INCOME AND 
TAX EXPENSE CALCULATED PER THE 
STATUTORY INCOME TAX RATE  

A reconciliation between tax expense and the product 
of accounting profit before tax multiplied by the 
Group’s applicable income tax rate is as follows: 

Accounting profit before income tax 

At the Parent Entity’s statutory income tax rate of 
30% (2014: 30%) 
Adjustment in respect of current income tax of 
previous years 
Effect of exchange rates 

Expenditure not allowable for income tax purposes 

Effect of different rates of tax on overseas income 

Income not assessable for tax purposes 

Other 

AGGREGATE INCOME TAX EXPENSE 

(d) 

RECOGNISED DEFERRED TAX ASSETS AND 
LIABILITIES 

DEFERRED TAX RELATES TO THE FOLLOWING: 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

116,945 

35,084 

(1,031) 

(337) 

43 

(533) 

(3,849) 

(534) 

28,843 

98,365

29,510

(74)

(358)

39

29

(3,761)

(20)

25,365

Intangibles 

Foreign currency balances  

- 

(5) 

(969) 

204 

Potential capital gains tax on financial investments  

(46,322) 

(44,637) 

Deferred gains and losses on foreign exchange 
contracts 

Inventory provisions 

Deferred income 

Employee provisions 

Other receivables and prepayments 

Property, plant and equipment 

R&D depreciation equipment 

Leased plant and equipment 

Other 

Lease liability 

(9,731) 

13 

5,100 

5,109 

(262) 

(4,817) 

- 

(4) 

106 

4 

1,589 

468 

3,962 

4,874 

(96) 

(6,539) 

(33) 

(18) 

736 

20 

NET DEFERRED TAX LIABILITIES 

(50,809) 

(40,439) 

6 

(d) 

INCOME TAX (CONTINUED) 

RECOGNISED DEFERRED TAX ASSETS AND 

LIABILITIES (CONTINUED) 

REFLECTED IN THE STATEMENT OF FINANCIAL 

POSITION AS FOLLOWS: 

Deferred tax assets 

Deferred tax liabilities 

NET DEFERRED TAX LIABILITIES 

7 

DIVIDENDS PAID AND PROPOSED 

RECOGNISED AMOUNTS 

Declared and paid during the year 

Interim franked dividends for 2015: 

21 cents per share (2014: 20 cents) 

Special franked dividends for 2015: 

9 cents per share (2014: nil) 

Final franked dividends for 2014: 

20 cents per share (2013: 19 cents) 

UNRECOGNISED AMOUNTS 

Final franked dividend for 2015: 

FRANKING CREDIT BALANCE 

The amount of franking credits available for the 

subsequent financial year are: 

- 

- 

franking account balance as at the end of the 

financial year at 30% (2014: 30%) 

franking credits that will arise from the payment 

of income tax payable (receivable) as at the 

end of the financial year 

- 

franking debits that will arise from the payment 

of dividends as at the end of the financial year 

TOTAL FRANKING CREDIT BALANCE 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

3,745 

(54,554) 

(50,809) 

12,147 

(52,586) 

(40,439) 

32,823 

14,067 

31,143 

31,063 

- 

29,499 

193,190 

204,477

29,042 

23,035

(14,074) 

208,158 

(13,347) 

214,165 

21 cents per share (2014: 20 cents) 

32,840 

31,143 

The tax rate at which paid dividends have been franked is 30% (2014: 30%). Dividends proposed will be franked 

at the rate of 30% (2014: 30%). 

71 Premier Investments Limited

71

72

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

6 

(d) 

INCOME TAX (CONTINUED) 

RECOGNISED DEFERRED TAX ASSETS AND 
LIABILITIES (CONTINUED) 

REFLECTED IN THE STATEMENT OF FINANCIAL 
POSITION AS FOLLOWS: 

Deferred tax assets 

Deferred tax liabilities 

NET DEFERRED TAX LIABILITIES 

7 

DIVIDENDS PAID AND PROPOSED 

RECOGNISED AMOUNTS 

Declared and paid during the year 

Interim franked dividends for 2015: 

21 cents per share (2014: 20 cents) 

Special franked dividends for 2015: 

9 cents per share (2014: nil) 

Final franked dividends for 2014: 

20 cents per share (2013: 19 cents) 

UNRECOGNISED AMOUNTS 

Final franked dividend for 2015: 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

3,745 

(54,554) 

(50,809) 

12,147 

(52,586) 

(40,439) 

32,823 

14,067 

31,143 

31,063 

- 

29,499 

21 cents per share (2014: 20 cents) 

32,840 

31,143 

FRANKING CREDIT BALANCE 

The amount of franking credits available for the 
subsequent financial year are: 

- 

- 

- 

franking account balance as at the end of the 
financial year at 30% (2014: 30%) 

franking credits that will arise from the payment 
of income tax payable (receivable) as at the 
end of the financial year 

franking debits that will arise from the payment 
of dividends as at the end of the financial year 

TOTAL FRANKING CREDIT BALANCE 

193,190 

204,477

29,042 

23,035

(14,074) 

208,158 

(13,347) 

214,165 

The tax rate at which paid dividends have been franked is 30% (2014: 30%). Dividends proposed will be franked 

at the rate of 30% (2014: 30%). 

Annual Report 2015 72
72

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

8 

TRADE AND OTHER RECEIVABLES 

CURRENT 

Sundry debtors 

Associate 

Carrying amount of trade and other receivables 

NON-CURRENT 

Associate 

Carrying amount of trade and other receivables 

(a) 

Impairment losses 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

12,963 

1,378 

14,341 

- 

- 

11,002 

1,153 

12,155 

1,004 

1,004 

Receivables are non-interest-bearing and are generally on 30 to 60 day terms. A provision 
for impairment loss is recognised where there is objective evidence that an individual 
receivable balance is impaired. No impairment loss has been recognised by the Group 
during the financial year ended 25 July 2015 (2014: $nil).  During the year, no bad debt 
expense (2014: $nil) was recognised. 

Other balances within trade and other receivables do not contain impaired assets and are 
not past due. It is expected that these other balances will be received when due. 

(b) 

Related party receivables 

For terms and conditions of related party receivables refer to Note 27. 

(c) 

Fair value and credit risk 

Due to the short-term nature of these receivables, their carrying value is assumed to 
approximate their fair value. 

(d) 

Foreign exchange and interest rate risk 

Detail regarding foreign exchange and interest rate risk is disclosed in Note 3. 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

9 

INVENTORIES 

The valuation policy adopted in respect of  
the following is set out in Note 2(l) 

Raw materials 

Finished goods 

TOTAL INVENTORIES AT THE LOWER OF 
COST AND NET REALISABLE VALUE 

- 

111,814 

111,814 

73 Premier Investments Limited

491 

98,005 

98,496 

73

10 

OTHER ASSETS 

CURRENT 

Deposits and prepayments 

TOTAL OTHER CURRENT ASSETS 

11 

ASSET CLASSIFIED AS HELD FOR SALE 

Investment in Just Kor Fashion Group (Pty) Ltd 

TOTAL ASSETS HELD FOR SALE 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

6,309 

6,309 

1,000 

1,000 

5,215 

5,215 

- 

- 

INVESTMENT IN JUST KOR FASHION GROUP (PTY) LTD 

Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, has a 50% interest in a joint venture 

entity, Just Kor Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South 

Africa.  During the second half of the year, the Group resolved to dispose of its 50% interest in the joint 

venture entity. As a result of the disposal, the group ceased equity accounting for its investment in the joint 

venture and classified the fair value of the investment as an asset held for sale. 

The commercial terms of the sale was agreed at the end of the financial year, with settlement of the fair 

value completed in August 2015. 

As a result of the reclassification from investment in associate to asset held for sale, and the subsequent 

revaluing to fair value of the asset held for sale, an impairment loss of $765,000 was recognised in the 

current financial year. 

Refer to note 14 for further details of the amounts previously recognised as an investment in associate. 

The investment in the joint venture formed part of the Retail Operating Segment in the financial statements. 

Refer to note 22, Operating Segments. 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

12 

PROPERTY, PLANT AND EQUIPMENT 

Land – at cost 

Buildings – at cost 

Less: accumulated depreciation and impairment 

Plant and equipment – at cost 

Less: accumulated depreciation and impairment 

Capitalised leased assets – at cost 

Less: accumulated depreciation and impairment 

Total 

Total 

Total 

Capital works in progress 

3,203 

14,985 

(432) 

14,553 

213,916 

(110,075) 

103,841 

343 

(331) 

12 

1,928 

TOTAL PROPERTY, PLANT AND EQUIPMENT 

123,537 

109,028 

3,203 

14,985 

(57) 

14,928 

192,492 

(101,654) 

90,838 

343 

(284) 

59 

- 

74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

10 

OTHER ASSETS 

CURRENT 

Deposits and prepayments 

TOTAL OTHER CURRENT ASSETS 

11 

ASSET CLASSIFIED AS HELD FOR SALE 

Investment in Just Kor Fashion Group (Pty) Ltd 

TOTAL ASSETS HELD FOR SALE 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

6,309 

6,309 

1,000 

1,000 

5,215 

5,215 

- 

- 

INVESTMENT IN JUST KOR FASHION GROUP (PTY) LTD 

Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, has a 50% interest in a joint venture 
entity, Just Kor Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South 
Africa.  During the second half of the year, the Group resolved to dispose of its 50% interest in the joint 
venture entity. As a result of the disposal, the group ceased equity accounting for its investment in the joint 
venture and classified the fair value of the investment as an asset held for sale. 

The commercial terms of the sale was agreed at the end of the financial year, with settlement of the fair 
value completed in August 2015. 

As a result of the reclassification from investment in associate to asset held for sale, and the subsequent 
revaluing to fair value of the asset held for sale, an impairment loss of $765,000 was recognised in the 
current financial year. 

Refer to note 14 for further details of the amounts previously recognised as an investment in associate. 

The investment in the joint venture formed part of the Retail Operating Segment in the financial statements. 
Refer to note 22, Operating Segments. 

12 

PROPERTY, PLANT AND EQUIPMENT 

Land – at cost 

Buildings – at cost 

Less: accumulated depreciation and impairment 

Total 

Plant and equipment – at cost 

Less: accumulated depreciation and impairment 

Total 

Capitalised leased assets – at cost 

Less: accumulated depreciation and impairment 

Total 

Capital works in progress 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

3,203 

14,985 

(432) 

14,553 

213,916 

(110,075) 

103,841 

343 

(331) 

12 

1,928 

3,203 

14,985 

(57) 

14,928 

192,492 

(101,654) 

90,838 

343 

(284) 

59 

- 

TOTAL PROPERTY, PLANT AND EQUIPMENT 

123,537 

109,028 

Annual Report 2015 74

74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

12 

PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 

  NOTES 

2015 
$’000 

2014
$’000 

CONSOLIDATED 

12 

PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 

RECONCILIATIONS 

Reconciliations of the carrying amounts for each 
class of plant and equipment are set out below: 

Land 

At beginning of the financial year 

Additions 

Net carrying amount at end of financial year 

Buildings 

At beginning of financial year 

Transferred from capital works in progress 

Additions 

Depreciation 

Net carrying amount at end of financial year 

Plant and equipment 

At beginning of the financial year 

Additions 

Disposals 

Exchange differences 

Impairment – plant and equipment 

Impairment – supply chain transformation 

Depreciation 

Net carrying amount at end of financial year 

Leased plant and equipment 

At beginning of the financial year 

Amortisation 

Net carrying amount at end of financial year 

Capital works in progress 

At beginning of the financial year 

Transferred to Buildings 

Additions 

Net carrying amount at end of financial year 

TOTAL PROPERTY PLANT AND EQUIPMENT 

5 

5 

5 

5 

5 

3,203 

- 

3,203 

14,928 

- 

- 

(375) 

14,553 

90,838 

34,598 

(857) 

1,455 

(771) 

- 

(21,422) 

103,841 

59 

(47) 

12 

- 

- 

1,928 

1,928 

123,537 

-

3,203

3,203

-

2,173

12,812

(57)

14,928

81,123 

32,149 

(845) 

433 

(697) 

(250) 

(21,075) 

90,838 

106 

(47) 

59 

2,173 

(2,173) 

- 

- 

109,028 

LAND AND BUILDINGS 

The land and buildings with a combined carrying amount of $17,756,000 have been pledged to secure 

certain interest-bearing borrowings of the Group (refer to note 16).  

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT 

On an individual store basis, identified to be the cash-generating units (CGU) of the Group’s retail segment, 

the recoverable amount was estimated for certain items of plant and equipment. The recoverable amount 

estimation was based on a value in use calculation and was determined at the CGU level. 

These calculations use cash flow projections based on financial budgets approved by management, 

covering a five year period.  Cash flows beyond the five year period are extrapolated using the growth rate 

stated below.  The growth rate does not exceed the long-term average growth rate for the business in which 

the CGU operates. 

The post-tax discount rate applied to the cash flow projections is 10.5% (2014: 10.5%) and the cash flows 

beyond the five year period are extrapolated using a growth rate of 3% (2014: 3%). The discount rate used 

reflects management’s estimate of the time value of money and risks specific to each unit not already 

reflected in the cash flow.  In determining the appropriate discount rate, regard has been given to the 

weighted average cost of capital for the retail segment.  

When considering the recoverable amount, the net present value of cash flows has been compared to 

reasonable earnings multiples for comparable companies.  An impairment review was conducted based on 

a store by store review. As a result, a net impairment loss of $771,000 was recognised during the financial 

year (2014: $697,000).  

75 Premier Investments Limited

75

76

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

12 

PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 

LAND AND BUILDINGS 

The land and buildings with a combined carrying amount of $17,756,000 have been pledged to secure 
certain interest-bearing borrowings of the Group (refer to note 16).  

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT 

On an individual store basis, identified to be the cash-generating units (CGU) of the Group’s retail segment, 
the recoverable amount was estimated for certain items of plant and equipment. The recoverable amount 
estimation was based on a value in use calculation and was determined at the CGU level. 

These calculations use cash flow projections based on financial budgets approved by management, 
covering a five year period.  Cash flows beyond the five year period are extrapolated using the growth rate 
stated below.  The growth rate does not exceed the long-term average growth rate for the business in which 
the CGU operates. 

The post-tax discount rate applied to the cash flow projections is 10.5% (2014: 10.5%) and the cash flows 
beyond the five year period are extrapolated using a growth rate of 3% (2014: 3%). The discount rate used 
reflects management’s estimate of the time value of money and risks specific to each unit not already 
reflected in the cash flow.  In determining the appropriate discount rate, regard has been given to the 
weighted average cost of capital for the retail segment.  

When considering the recoverable amount, the net present value of cash flows has been compared to 
reasonable earnings multiples for comparable companies.  An impairment review was conducted based on 
a store by store review. As a result, a net impairment loss of $771,000 was recognised during the financial 
year (2014: $697,000).  

Annual Report 2015 76

76

 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

13 

INTANGIBLES 

RECONCILIATION OF CARRYING AMOUNTS AT THE BEGINNING AND END OF 
THE PERIOD 

13 

INTANGIBLES (CONTINUED) 

IMPAIRMENT TESTING OF GOODWILL  

YEAR ENDED 25 JULY 2015 

As at 27 July 2014 net of 
accumulated amortisation and 
impairment 
Additions  

Trademark registrations 

Amortisation 

Exchange differences 

As at 25 July 2015 net of 
accumulated amortisation and 
impairment 

AS AT 25 JULY 2015 

Cost (gross carrying amount) 

Accumulated amortisation and 
impairment 
Net carrying amount 

YEAR ENDED 26 JULY 2014 

As at 28 July 2013 net of 
accumulated amortisation and 
impairment 
Trademark registrations 

Amortisation 

Exchange differences 

As at 26 July 2014 net of 
accumulated amortisation and 
impairment 

AS AT 26 JULY 2014 

Cost (gross carrying amount) 

Accumulated amortisation and 
impairment 
Net carrying amount 

CONSOLIDATED 

GOODWILL
$’000 

BRAND 
NAMES
$’000 

TRADEMARK 
$’000 

LEASEHOLD 
PREMIUMS
$’000 

TOTAL
$’000 

477,085
-

376,179 
- 

 - 

-

-

- 

- 

- 

1,282 
- 

42 

- 

- 

26 
158 

- 

(62) 

1 

854,572
158

42

(62)

1

477,085

376,179 

1,324 

123 

854,711

the long-term growth expectation beyond the five year projection. 

477,085

376,179 

-

- 

477,085

376,179 

477,085
-

376,179 
- 

-

-

- 

- 

1,324 

- 

1,324 

1,176 
106 

- 

- 

965 

855,553

(842) 

(842)

123 

854,711

89 
- 

(65) 

2 

854,529
106

(65)

2

477,085

376,179 

1,282 

26 

854,572

477,085

376,179 

-

- 

477,085

376,179 

1,282 

- 

1,282 

797 

855,343

(771) 

(771)

26 

854,572

GOODWILL AND BRAND NAMES 

After initial recognition, goodwill and indefinite-life brand names acquired in a business combination are 
measured at cost less any accumulated impairment losses. Goodwill and brand names are not amortised but 
are subject to impairment testing on an annual basis or whenever there is an indication of impairment. 

Brand names with a carrying value of approximately $376,179,000 are assessed as having an indefinite 
useful life. The indefinite-useful life reflects management’s intention to continue to operate these brands to 
generate net cash inflows into the foreseeable future. 

77 Premier Investments Limited

77

78

Impairment of goodwill acquired in a business combination is determined by assessing the recoverable 

amount of the cash-generating units (CGU) to which it relates.  When the recoverable amount of the CGU is 

less than the carrying amount, an impairment loss is recognised.  

The key factors contributing to the goodwill relate to the synergies existing within the acquired business and 

also synergies expected to be achieved as a result of combining Just Group Limited with the rest of the 

Group.  Accordingly, goodwill is assessed at a retail segment level. 

The recoverable amount of the CGU has been determined based upon a value in use calculation, using cash 

flow projections as at July 2015 for a period of five years plus a terminal value. The cash flow projections are 

based on financial estimates approved by the senior management and the Board for the 2015 financial year 

and are projected for a further four years based on estimated growth rates of 3.4% (2014: 3.4% to 3.5%). As 

part of the annual impairment test for goodwill, management assesses the reasonableness of growth rate 

assumptions by reviewing historical cash flow projections as well as future growth objectives. 

Cash flows beyond the five year period are extrapolated using a growth rate of 3% (2014: 3%) which reflects 

The post-tax discount rate applied to these cash flow projections is 10.7% (2014: 10.8%).  The discount rate 

has been determined using the weighted average cost of capital which incorporates both the cost of debt and 

the cost of capital. 

Management has considered the possible change in expected sales growth, forecast Earnings Before 

Interest, Tax and Amortisation (EBITA) and discount rates applied within the CGU to which goodwill relate, 

each of which have been subject to sensitivities. A reasonably possible adverse change in these key 

assumptions on which the recoverable amount is based would not cause the carrying amount of the CGU to 

exceed its recoverable amount. 

IMPAIRMENT TESTING OF BRAND NAMES  

Brand names acquired through business combinations have been allocated to the following CGU groups 

($’000) as no individual brand name is considered significant: 

  Casual wear - $188,975 

  Women’s wear - $137,744 

  Non Apparel - $49,460 

The recoverable amounts of brand names acquired in a business combination are determined on an 

individual brand basis based upon a value in use calculation. The value in use calculation has been 

determined based upon the relief from royalty method using cash flow projections as at July 2015 for a period 

of five years plus a terminal value. The cash flow projections are based on financial estimates approved by 

senior management and the Board for the 2016 financial year and are projected for a further four years based 

on estimated growth rates.  

The extrapolated growth rates at which cash flows have been discounted for the individual brands within each 

of the CGU groups have been summarised in the table on the following page. Cash flows beyond the five 

year period are extrapolated using a growth rate of 3% (2014: 3%), which reflects the long-term growth 

expectation beyond the five year projection. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

13 

INTANGIBLES (CONTINUED) 

IMPAIRMENT TESTING OF GOODWILL  

Impairment of goodwill acquired in a business combination is determined by assessing the recoverable 
amount of the cash-generating units (CGU) to which it relates.  When the recoverable amount of the CGU is 
less than the carrying amount, an impairment loss is recognised.  

The key factors contributing to the goodwill relate to the synergies existing within the acquired business and 
also synergies expected to be achieved as a result of combining Just Group Limited with the rest of the 
Group.  Accordingly, goodwill is assessed at a retail segment level. 

The recoverable amount of the CGU has been determined based upon a value in use calculation, using cash 
flow projections as at July 2015 for a period of five years plus a terminal value. The cash flow projections are 
based on financial estimates approved by the senior management and the Board for the 2015 financial year 
and are projected for a further four years based on estimated growth rates of 3.4% (2014: 3.4% to 3.5%). As 
part of the annual impairment test for goodwill, management assesses the reasonableness of growth rate 
assumptions by reviewing historical cash flow projections as well as future growth objectives. 

Cash flows beyond the five year period are extrapolated using a growth rate of 3% (2014: 3%) which reflects 
the long-term growth expectation beyond the five year projection. 

The post-tax discount rate applied to these cash flow projections is 10.7% (2014: 10.8%).  The discount rate 
has been determined using the weighted average cost of capital which incorporates both the cost of debt and 
the cost of capital. 

Management has considered the possible change in expected sales growth, forecast Earnings Before 
Interest, Tax and Amortisation (EBITA) and discount rates applied within the CGU to which goodwill relate, 
each of which have been subject to sensitivities. A reasonably possible adverse change in these key 
assumptions on which the recoverable amount is based would not cause the carrying amount of the CGU to 
exceed its recoverable amount. 

IMPAIRMENT TESTING OF BRAND NAMES  

Brand names acquired through business combinations have been allocated to the following CGU groups 
($’000) as no individual brand name is considered significant: 

  Casual wear - $188,975 

  Women’s wear - $137,744 

  Non Apparel - $49,460 

The recoverable amounts of brand names acquired in a business combination are determined on an 
individual brand basis based upon a value in use calculation. The value in use calculation has been 
determined based upon the relief from royalty method using cash flow projections as at July 2015 for a period 
of five years plus a terminal value. The cash flow projections are based on financial estimates approved by 
senior management and the Board for the 2016 financial year and are projected for a further four years based 
on estimated growth rates.  

The extrapolated growth rates at which cash flows have been discounted for the individual brands within each 
of the CGU groups have been summarised in the table on the following page. Cash flows beyond the five 
year period are extrapolated using a growth rate of 3% (2014: 3%), which reflects the long-term growth 
expectation beyond the five year projection. 

Annual Report 2015 78

78

 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

13 

INTANGIBLES (CONTINUED) 

IMPAIRMENT TESTING OF BRAND NAMES (CONTINUED) 

The extrapolated growth rates at which cash flows have been discounted or the individual brands within each 
of the CGU groups have been summarised below: 

14 

INVESTMENTS IN ASSOCIATES 

CONSOLIDATED 

NOTE 

2015 

$’000 

2014

$’000 

CGU 

AVERAGE GROWTH RATES APPLIED 

TERMINAL VALUE GROWTH 

TO PROJECTED CASH FLOWS 

RATE 

Casual wear 

Women’s wear 

Non Apparel 

3% to 4% 

3% to 5% 

4% to 8% 

3% 

3% 

3% 

As part of the annual impairment test for brand names, management assesses the reasonableness of growth 
rate assumptions by reviewing historical cash flow projections as well as future growth objectives. 

Impairment loss on investment in associate 

Transferred to asset classified as held for sale 

5 

11 

The post-tax discount rate applied to the cash flow projections for each of the three CGU groups is 9.7% 
(2014: 9.8%). The discount rate has been determined using the weighted average cost of capital which 
incorporates both the cost of debt and cost of capital.   

Royalty rates have been determined for each brand within the CGU groups by considering the brand’s history 
and future expected performance. Factors such as the profitability of the brand, market share, brand 
recognition and general conditions in the industry have also been considered in determining an appropriate 
royalty rate for each brand.  Consideration is also given to the industry norms relating to royalty rates by 
analysing market derived data for comparable brands and by considering the notional royalty payments as a 
percentage of the divisional earnings before interest and taxation generated by the division in which the Brand 
names are used.  Net royalty rates applied across the three CGU groups range between 3.5% and 8.5% 
(2014: 3.5% and 8.5%).  

Management has considered reasonably possible adverse changes in key assumptions applied to brands 
within the relevant CGU groups, each of which have been subjected to sensitivities. 

A brand within the Casual Wear CGU group with a carrying value of $112.2 million, which approximates its 
recoverable amount, indicated sensitivity to a reasonably possible adverse change in forecast sales growth, 
as well as indicating sensitivity to a reasonably possible adverse change to the post-tax discount rate applied 
to the cash flow projections. 

It is estimated that a 7% reduction in forecast sales growth could result in a decrease in the recoverable 
amount of the brand within the particular CGU group leading to a potential impairment of $9 million. Similarly, 
an estimated 50 basis point increase in the 9.7% post-tax discount rate applied to the cash flow projections 
could result in a decrease in the recoverable amount of the brand within the CGU group leading to a possible 
impairment of $8.9 million. The potential impairment losses as a result of the reasonably possible adverse 
changes to these key assumptions are not considered material to the overall recoverable amount of the CGU 
group to which the brand relates. 

One brand within the Women’s Wear CGU group with a carrying value of $31.6 million, which approximates 
its recoverable amount, indicated sensitivity to a reasonably possible adverse change to the post-tax discount 
rate applied to the cash flow projections. 

An estimated 50 basis point increase in the 9.7% post-tax discount rate applied to the cash flow projections 
could result in a decrease in the recoverable amount of the brand within the CGU group leading to a possible 
impairment of $2.8 million. The potential impairment loss as a result of the reasonably possible adverse 
changes to this key assumption is not considered material to the overall recoverable amount of the CGU 
group to which the brand relates.

79 Premier Investments Limited

79

Movements in carrying amounts 

Carrying amount at the beginning of the 

financial year 

Increase in investment in associate  

Share of profit after income tax 

Share of other comprehensive income 

Foreign currency translation of investment 

Dividends received 

188,418 

185,534 

16,492 

13,144 

2,728 

88 

(9,628) 

(765) 

(1,000) 

12,785 

(896) 

(307) 

(8,698) 

- 

- 

- 

Investments in associates 

209,477 

188,418 

Just Kor Fashion Group (Pty) Ltd 

Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, has a 50% interest in a joint venture 

entity, Just Kor Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South 

Africa.  Just Kor Fashion Group (Pty) Ltd is a small proprietary company incorporated in South Africa. Its 

functional currency is South African Rand. 

During the second half of the year, the Group resolved to dispose of its 50% interest in the joint venture 

entity. As a result of the disposal, the Group ceased equity accounting for its investment in the joint venture 

and classified the fair value of the investment as an asset held for sale. The commercial terms of the sale 

was agreed at the end of the financial year, with transfer of the fair value completed in August 2015. 

As a result of the reclassification from investment in associate to asset classified as held for sale and the 

subsequent revaluing to fair value, an impairment loss of $765,000 was recognised in the current financial 

year. Prior to classifying the investment as held for sale, the Group’s share of the profit in its investment in 

the associate for the first half of the year was $311,850 (2014 financial year: $247,215). 

The following table illustrates summarised financial information relating to the Group’s investment in Just 

Kor Fashion Group (Pty) Ltd, as at the end of the financial year: 

EXTRACT OF THE ASSOCIATE’S STATEMENT OF FINANCIAL 

POSITION 

Current assets 

Non-current assets 

Total assets 

Current liabilities 

Non-current liabilities 

Total liabilities 

NET ASSETS 

Group’s share of associates net assets 

2015 

$’000 

- 

- 

- 

- 

- 

- 

- 

2014 

$’000 

8,422 

2,718 

11,140 

(5,666) 

(2,762) 

(8,428) 

1,356 

80

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

CONSOLIDATED 

NOTE 

2015 
$’000 

2014
$’000 

14 

INVESTMENTS IN ASSOCIATES 

Movements in carrying amounts 

Carrying amount at the beginning of the 
financial year 

Increase in investment in associate  

Share of profit after income tax 

Share of other comprehensive income 

Foreign currency translation of investment 

Dividends received 

Impairment loss on investment in associate 

Transferred to asset classified as held for sale 

5 

11 

188,418 

16,492 

13,144 

2,728 

88 

(9,628) 

(765) 

(1,000) 

185,534 

- 

12,785 

(896) 

(307) 

(8,698) 

- 

- 

Investments in associates 

209,477 

188,418 

Just Kor Fashion Group (Pty) Ltd 

Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, has a 50% interest in a joint venture 
entity, Just Kor Fashion Group (Pty) Ltd, which is involved in retailing of the Jay Jays concept in South 
Africa.  Just Kor Fashion Group (Pty) Ltd is a small proprietary company incorporated in South Africa. Its 
functional currency is South African Rand. 

During the second half of the year, the Group resolved to dispose of its 50% interest in the joint venture 
entity. As a result of the disposal, the Group ceased equity accounting for its investment in the joint venture 
and classified the fair value of the investment as an asset held for sale. The commercial terms of the sale 
was agreed at the end of the financial year, with transfer of the fair value completed in August 2015. 

As a result of the reclassification from investment in associate to asset classified as held for sale and the 
subsequent revaluing to fair value, an impairment loss of $765,000 was recognised in the current financial 
year. Prior to classifying the investment as held for sale, the Group’s share of the profit in its investment in 
the associate for the first half of the year was $311,850 (2014 financial year: $247,215). 

The following table illustrates summarised financial information relating to the Group’s investment in Just 
Kor Fashion Group (Pty) Ltd, as at the end of the financial year: 

EXTRACT OF THE ASSOCIATE’S STATEMENT OF FINANCIAL 
POSITION 

2015 
$’000 

Current assets 
Non-current assets 

Total assets 

Current liabilities 

Non-current liabilities 

Total liabilities 

NET ASSETS 

Group’s share of associates net assets 

- 
- 

- 

- 

- 

- 

- 

2014 
$’000 

8,422 
2,718 

11,140 

(5,666) 

(2,762) 

(8,428) 

1,356 

Annual Report 2015 80

80

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

14 

INVESTMENTS IN ASSOCIATES (CONTINUED) 

Just Kor Fashion Group (Pty) Ltd (continued) 

EXTRACT OF THE ASSOCIATE’S STATEMENT OF 
COMPREHENSIVE INCOME 

Revenue 

Profit after income tax 

Group’s share of profit after income tax 

Breville Group Limited 

26 WEEKS ENDED 26 
JANUARY 2015 
$’000 

18,212 

624 

312 

2014 
$’000 

25,488 

494 

247 

As at 25 July 2015, Premier Investments Limited holds 27.5% (2014: 25.7%) of Breville Group Limited, a 
company incorporated in Australia whose shares are quoted on the Australian Stock Exchange. The 
principal activities of Breville Group Limited involves the innovation, development, marketing and distribution 
of small electrical appliances.  

As at 25 July 2015, the fair value of the Group’s interest in Breville Group Limited as determined based on 
the quoted market price was $228,873,056 (2014: $264,947,047). 

There were no impairment losses relating to the investment in associate and no capital commitments or 
other commitments relating to the associate. The Group’s share of the profit after tax in its investment in 
associate for the year was $12,832,332 (2014: $12,537,482). 

The financial year end date of Breville Group Limited is 30 June. For the purpose of applying the equity 
method of accounting, the financial statements of Breville Group Limited for the year ended  
30 June 2015 have been used. 

The following table illustrates summarised financial information relating to the Group’s investment in Breville 
Group Limited: 

EXTRACT OF THE ASSOCIATE’S STATEMENT OF FINANCIAL 
POSITION 

30 JUNE 2015 
$’000 

30 JUNE 2014 
$’000 

Current assets 

Non-current assets 

Total assets 

Current liabilities 

Non-current liabilities 

Total liabilities 

NET ASSETS 

254,808 

106,464 

361,272 

(102,626) 

(27,241) 

(129,867) 

247,347 

88,915 

336,262 

(97,909) 

(25,307) 

(123,216) 

Group’s share of associate’s net assets 

63,613 

54,775 

EXTRACT OF THE ASSOCIATE’S STATEMENT OF 
COMPREHENSIVE INCOME 

30 JUNE 2015 
$’000 

30 JUNE 2014 
$’000 

Revenue 

Profit after income tax 

Other comprehensive (loss) income 

527,036 

46,680 

9,889 

541,615 

48,765 

(3,448) 

Group’s share of profit after income tax 

12,832 

12,538 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

38,162 

35,561 

73,723 

35,118 

27,402 

62,520 

15 

TRADE AND OTHER PAYABLES 

CURRENT 

Trade creditors 

Other creditors and accruals 

TOTAL CURRENT 

(a) 

Fair values 

Due to the short-term nature of these payables, their carrying value is equal to their fair value. 

(b) 

Interest rate, foreign exchange rate and liquidity risk 

Detail regarding interest rate, foreign exchange and liquidity risk is disclosed in Note 3. 

CONSOLIDATED 

NOTES 

2015 

$’000 

2014

$’000 

16 

INTEREST-BEARING LIABILITIES 

CURRENT 

Lease liability 

Bank loans* unsecured  

Bank loans* unsecured (NZ$20.0 million)  

Net bank loans 

TOTAL CURRENT 

NON-CURRENT 

Lease liability 

Bank loans ** secured 

Bank loans* unsecured 

Bank loans* unsecured (NZ$20.0 million) 

TOTAL NON-CURRENT 

23 

23 

14 

14 

- 

- 

- 

- 

19,000 

67,623 

18,018 

104,641 

104,641 

52 

82,000 

18,477 

100,477 

100,529 

14 

19,000 

- 

- 

19,000 

19,014 

* Bank loans are subject to a negative pledge and cross guarantee within the Just Group Ltd group.  Premier Investments 

Limited is not a participant or guarantor of the Just Group Ltd financing facilities. During the current financial year the 

Group’s core debt facility relating to its unsecured bank loans were refinanced for a further three years.  

** Premier Investments Limited obtained a bank borrowing amounting to $19 million. The borrowing is secured by a 

mortgage over the Land and Buildings, representing the National Distribution Centre in Truganina, Victoria. The borrowing 

is repayable in full at the end of 5 years, being January 2019.  

 (a) 

Fair values 

The carrying value of the Group’s current and non-current borrowings approximates their fair value. 

(b) 

Interest rate, foreign exchange rate and liquidity risk 

Detail regarding interest rate, foreign exchange and liquidity risk is disclosed in Note 3. 

(c) 

Defaults and breaches 

During the current and prior years, there were no defaults or breaches on any of the loans. 

81 Premier Investments Limited

81

82

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

15 

TRADE AND OTHER PAYABLES 

CURRENT 

Trade creditors 

Other creditors and accruals 

TOTAL CURRENT 

(a) 

Fair values 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

38,162 

35,561 

73,723 

35,118 

27,402 

62,520 

Due to the short-term nature of these payables, their carrying value is equal to their fair value. 

(b) 

Interest rate, foreign exchange rate and liquidity risk 

Detail regarding interest rate, foreign exchange and liquidity risk is disclosed in Note 3. 

CONSOLIDATED 

NOTES 

2015 
$’000 

2014
$’000 

16 

INTEREST-BEARING LIABILITIES 

CURRENT 

Lease liability 

Bank loans* unsecured  

Bank loans* unsecured (NZ$20.0 million)  

Net bank loans 

TOTAL CURRENT 

NON-CURRENT 

Lease liability 

Bank loans ** secured 

Bank loans* unsecured 

Bank loans* unsecured (NZ$20.0 million) 

TOTAL NON-CURRENT 

23 

23 

14 

- 

- 

- 

14 

- 

19,000 

67,623 

18,018 

104,641 
104,641 

52 

82,000 

18,477 

100,477 

100,529 

14 

19,000 

- 

- 

19,000 
19,014 

* Bank loans are subject to a negative pledge and cross guarantee within the Just Group Ltd group.  Premier Investments 
Limited is not a participant or guarantor of the Just Group Ltd financing facilities. During the current financial year the 
Group’s core debt facility relating to its unsecured bank loans were refinanced for a further three years.  

** Premier Investments Limited obtained a bank borrowing amounting to $19 million. The borrowing is secured by a 
mortgage over the Land and Buildings, representing the National Distribution Centre in Truganina, Victoria. The borrowing 
is repayable in full at the end of 5 years, being January 2019.  

 (a) 

Fair values 

The carrying value of the Group’s current and non-current borrowings approximates their fair value. 

(b) 

Interest rate, foreign exchange rate and liquidity risk 

Detail regarding interest rate, foreign exchange and liquidity risk is disclosed in Note 3. 

(c) 

Defaults and breaches 

During the current and prior years, there were no defaults or breaches on any of the loans. 

Annual Report 2015 82

82

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

17 

PROVISIONS 

CURRENT 

Employee entitlements – Annual Leave     

Employee entitlements – Long Service Leave   

Supply chain transformation 

Onerous leases 
TOTAL CURRENT 

NON-CURRENT 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

10,209 

5,189 

497 

202 

16,097 

10,011 

4,906 

1,100 

541 

16,558 

Employee entitlements – Long Service Leave   

1,782 

1,462 

MOVEMENTS IN PROVISIONS 

Supply chain transformation 

Opening balance  

Charged to Profit and Loss 

Utilised during the period 

Closing balance 

Onerous leases 

Opening balance 

Charged to Profit and Loss 

Utilised during the period 

Closing balance 

1,100 

- 

(603) 

497 

541 

36 

(375) 

202 

- 

4,482 

(3,382) 

1,100 

1,551 

248 

(1,258) 

541 

NATURE AND TIMING OF PROVISIONS 

Supply chain transformation, onerous lease and employee entitlements provisions 

Refer to note 2(u), 2(v), 2(w) and 2(x) for the relevant accounting policy and a discussion of significant 
estimations and assumptions applied in the measurement of these provisions. 

18 

OTHER LIABILITIES 

CURRENT 

Deferred income 

TOTAL CURRENT 

NON-CURRENT 

Deferred income 

TOTAL NON-CURRENT 

83 Premier Investments Limited

CONSOLIDATED 

2015 
$’000 

2014
$’000 

5,635 

5,635 

12,411 

12,411 

4,221 

4,221 

9,077 

9,077 

83

CONSOLIDATED 

2015 

$’000 

2014

$’000 

NO.  (‘000) 

$‘000 

155,714 

666 

156,380 

155,260 

454 

155,714 

608,615 

608,615 

608,615 

- 

- 

608,615 

19 

CONTRIBUTED EQUITY 

Ordinary shares 

608,615 

608,615 

(a) 

MOVEMENTS IN SHARES ON ISSUE 

Shares on issue 27 July 2014 

Shares issued during the year (i) 

Shares on issue at  25 July 2015 

Shares on issue 28 July 2013 

Shares issued during the year (i) 

Shares on issue at  26 July 2014 

Fully paid ordinary shares carry one vote per share and carry the rights to dividends. 

(i) 

A total of 665,201 shares (2014: 454,396) were issued in relation to the performance rights plan. 

(b) 

CAPITAL MANAGEMENT 

The Group’s objective is to ensure the entity continues as a going concern as well as to maintain optimal 

returns to shareholders. The Group also aims to maintain a capital structure that ensures the lowest cost 

of capital available to the entity. 

The capital structure of the Group consists of debt which includes borrowings as disclosed in Note 16, 

cash and cash equivalents as disclosed in Note 26 and equity attributable to the equity holders of the 

parent comprising of issued capital, reserves and retained profits as disclosed in Notes 19, 20 and 21 

respectively. 

The Group operates primarily through its two business segments, investments and retail.  The 

investments segment is managed and operated through the parent company.  The retail segment 

operates through subsidiaries established in their respective markets and maintains a central borrowing 

facility through a subsidiary, to meet the retail segment’s funding requirements and to enable the Group 

to find the optimal debt and equity balance. 

The Group’s capital structure is reviewed on a periodic basis in the context of prevailing market 

conditions, and appropriate steps are taken to ensure the Group’s capital structure and capital 

management initiatives remain in line with the Board’s objectives. 

The Group maintains that the dividend paid will represent at least 65% of net profit after tax. 

(c) 

EXTERNALLY IMPOSED CAPITAL REQUIREMENTS 

Just Group Ltd, a subsidiary of Premier Investments Limited, is subject to a number of financial 

undertakings as part of its financing facility agreement. These undertakings have been satisfied during 

the period. 

authorities. 

The Group is not subject to any capital requirements imposed by regulators or other prudential 

84

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

19 

CONTRIBUTED EQUITY 

Ordinary shares 

608,615 

608,615 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

(a) 

MOVEMENTS IN SHARES ON ISSUE 

Shares on issue 27 July 2014 

Shares issued during the year (i) 

Shares on issue at  25 July 2015 

Shares on issue 28 July 2013 

Shares issued during the year (i) 

Shares on issue at  26 July 2014 

NO.  (‘000) 

$‘000 

155,714 

666 

156,380 

155,260 

454 

155,714 

608,615 

- 

608,615 

608,615 

- 

608,615 

Fully paid ordinary shares carry one vote per share and carry the rights to dividends. 

(i) 

A total of 665,201 shares (2014: 454,396) were issued in relation to the performance rights plan. 

(b) 

CAPITAL MANAGEMENT 

The Group’s objective is to ensure the entity continues as a going concern as well as to maintain optimal 
returns to shareholders. The Group also aims to maintain a capital structure that ensures the lowest cost 
of capital available to the entity. 

The capital structure of the Group consists of debt which includes borrowings as disclosed in Note 16, 
cash and cash equivalents as disclosed in Note 26 and equity attributable to the equity holders of the 
parent comprising of issued capital, reserves and retained profits as disclosed in Notes 19, 20 and 21 
respectively. 

The Group operates primarily through its two business segments, investments and retail.  The 
investments segment is managed and operated through the parent company.  The retail segment 
operates through subsidiaries established in their respective markets and maintains a central borrowing 
facility through a subsidiary, to meet the retail segment’s funding requirements and to enable the Group 
to find the optimal debt and equity balance. 

The Group’s capital structure is reviewed on a periodic basis in the context of prevailing market 
conditions, and appropriate steps are taken to ensure the Group’s capital structure and capital 
management initiatives remain in line with the Board’s objectives. 

The Group maintains that the dividend paid will represent at least 65% of net profit after tax. 

(c) 

EXTERNALLY IMPOSED CAPITAL REQUIREMENTS 

Just Group Ltd, a subsidiary of Premier Investments Limited, is subject to a number of financial 
undertakings as part of its financing facility agreement. These undertakings have been satisfied during 
the period. 

The Group is not subject to any capital requirements imposed by regulators or other prudential 
authorities. 

Annual Report 2015 84
84

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

20 

RESERVES (CONTINUED) 

(d) 

PERFORMANCE RIGHTS RESERVE 

(i) 

Nature and purpose of reserve 

This reserve is used to record the cumulative amortised 

value of performance rights issued to key senior 

employees net of the value of performance shares 

acquired under the performance rights plan. 

(ii) 

Movements in the reserve

Opening balance 

Performance rights expense for the year 

CLOSING BALANCE 

21 

RETAINED EARNINGS 

Net profit for the period attributable to owners 

Opening balance 

Dividends paid 

CLOSING BALANCE 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

3,281 

801 

4,082 

687,400 

88,102 

(78,033) 

697,469 

2,383 

898 

3,281 

674,962 

73,000 

(60,562) 

687,400 

20 

RESERVES 

RESERVES COMPRISE: 

  Capital profits reserve (a) 

  Foreign currency translation reserve (b) 

  Cash flow hedge reserve (c) 

  Performance rights reserve (d) 

TOTAL RESERVES 

(a) 

CAPITAL PROFITS RESERVE 

(i) 

Nature and purpose of reserve 

The capital profits reserve is used to accumulate 
realised capital profits. There were no movements 
through the capital profits reserve. 

(b) 

FOREIGN CURRENCY TRANSLATION RESERVE 

(i) 

Nature and purpose of reserve 

This reserve is used to record exchange differences 
arising from the translation of the financial statements 
of foreign subsidiaries. 

(ii) 

Movements in the reserve 

Opening balance 

Foreign currency translation of overseas subsidiaries 

Net movement in associate entity’s reserves 

CLOSING BALANCE 

(c) 

CASH FLOW HEDGE RESERVE 

(i) 

Nature and purpose of reserve 

This 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. 

(ii) 

Movements in the reserve 

Opening balance 

Net losses on cash flow hedges 

Transferred to (from) statement of financial 
position/comprehensive income 

Net deferred income tax movement on cash flow 
hedges 

CLOSING BALANCE 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

464 

6,480 

21,197 

4,082 

32,223 

464 

2,334 

(3,565) 

3,281 

2,514 

2,334 

1,418 

2,728 

6,480 

2,502 

728 

(896) 

2,334 

(3,565) 

19,251 

11,440 

(5,355) 

16,123 

(16,081) 

(10,612) 

21,197 

6,431 

(3,565) 

85 Premier Investments Limited

85

86

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

20 

RESERVES (CONTINUED) 

(d) 

PERFORMANCE RIGHTS RESERVE 

(i) 

Nature and purpose of reserve 

This reserve is used to record the cumulative amortised 
value of performance rights issued to key senior 
employees net of the value of performance shares 
acquired under the performance rights plan. 

(ii) 
Opening balance 

Movements in the reserve

Performance rights expense for the year 
CLOSING BALANCE 

21 

RETAINED EARNINGS 

Opening balance 

Net profit for the period attributable to owners 

Dividends paid 

CLOSING BALANCE 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

3,281 

801 

4,082 

687,400 

88,102 

(78,033) 

697,469 

2,383 

898 

3,281 

674,962 

73,000 

(60,562) 

687,400 

Annual Report 2015 86
86

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

22 

OPERATING SEGMENTS 

Identification of reportable segments 

22 

(a) 

OPERATING SEGMENTS (CONTINUED) 

OPERATING SEGMENTS 

The Group has identified its operating segments based on the internal reports that are reviewed and 
used by the chief operating decision maker in assessing the performance of the company and in 
determining the allocation of resources. 

The operating segments are identified by management based on the nature of the business 
conducted.  Discrete financial information about each of these operating businesses is reported to the 
chief operating decision maker on at least a monthly basis. 

The reportable segments are based on aggregate operating segments determined by the similarity of 
the business conducted, as these are the sources of the Group’s major risks and have the most effect 
on the rate of return.  

Types of products and services 

Retail 

The retail segment represents the financial performance of a number of speciality retail fashion chains. 

Investment 

Total Segment Income 

952,191 

895,387 

57,678 

55,705 

(48,000) 

(45,000) 

961,869 

906,092 

The investments segment represents investments in securities for both long and short term gains, 
dividend income and interest.   

Accounting policies  

The accounting policies used by the Group in reporting segments internally are the same as those 
contained in note 2 to the accounts and in the prior periods. 

Income tax expense 

Income tax expense is calculated based on the segment operating net profit using the Group’s 
effective income tax rate. 

It is the Group’s policy that if items of revenue and expense are not allocated to operating segments 
then any associated assets and liabilities are also not allocated to the segments. This is to avoid 
asymmetrical allocations within segments which management believe would be inconsistent. 

The following table presents revenue and profit information for reportable segments for the period 
ended 25 July 2015 and 26 July 2014. 

     RETAIL 

       INVESTMENT  

     ELIMINATION 

       TOTAL 

   2015 

$’000 

2014

$’000 

   2015

$’000 

2014

$’000 

   2015

$’000 

2014 

$’000 

   2015

$’000 

2014

$’000 

REVENUE 

Interest revenue 

Other revenue  

Other income 

Sale of goods 

947,662 

892,570 

- 

947,662 

892,570 

390 

388 

449 

470 

9,438 

10,690 

9,828 

11,139 

48,014 

45,015 

(48,000) 

(45,000) 

402 

485 

3,751 

1,898 

226 

3,977 

1,898 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

961,869 

906,092 

21,906 

21,244 

771 

697 

5,738 

6,311 

- 

4,482 

1,724 

- 

(28,843) 

(25,365) 

88,102 

73,000 

312 

247 

12,832 

12,538 

13,144 

12,785 

98,958 

79,299 

65,987 

64,066 

(48,000) 

(45,000) 

116,945 

98,365 

Total income per the  statement of 

comprehensive income 

RESULTS 

Depreciation and 

amortisation 

Impairment of property 

plant and equipment 

21,906 

21,244 

771 

697 

Interest expense 

5,738 

6,311 

Supply chain 

transformation expense 

- 

4,482 

1,724 

- 

Disposal of asset held 

for sale 

Share of profit of 

associates 

Segment profit before 

income tax expense 

Income tax expense  

Net profit after tax per the statement of 

comprehensive income 

ASSETS AND LIABILITIES 

Segment assets 

433,169 

378,808 

1,278,659  1,279,885 

(72,756) 

(62,754)  1,639,072  1,595,939 

Segment liabilities 

251,239 

247,203 

76,268 

68,298 

(26,742) 

(18,091) 

300,765 

297,410 

Capital expenditure 

36,526 

48,164 

- 

- 

- 

- 

36,526 

48,164 

87 Premier Investments Limited

87

88

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

22 

(a) 

OPERATING SEGMENTS (CONTINUED) 

OPERATING SEGMENTS 

     RETAIL 

       INVESTMENT  

     ELIMINATION 

       TOTAL 

   2015 
$’000 

2014
$’000 

   2015
$’000 

2014
$’000 

   2015
$’000 

2014 
$’000 

   2015
$’000 

2014
$’000 

REVENUE 

Sale of goods 

947,662 

892,570 

- 

- 

Interest revenue 

Other revenue  

Other income 

390 

388 

449 

470 

9,438 

10,690 

48,014 

45,015 

(48,000) 

(45,000) 

402 

485 

- 

- 

- 

- 

947,662 

892,570 

9,828 

11,139 

3,751 

1,898 

226 

- 

- 

- 

3,977 

1,898 

Total Segment Income 

952,191 

895,387 

57,678 

55,705 

(48,000) 

(45,000) 

961,869 

906,092 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

1,724 

- 

312 

247 

12,832 

12,538 

Total income per the  statement of 

comprehensive income 

RESULTS 

Depreciation and 

amortisation 

Impairment of property 

plant and equipment 

21,906 

21,244 

771 

697 

Interest expense 

5,738 

6,311 

Supply chain 

transformation expense 

- 

4,482 

Disposal of asset held 

for sale 

Share of profit of 

associates 

Segment profit before 

income tax expense 

Income tax expense  

Net profit after tax per the statement of 

comprehensive income 

ASSETS AND LIABILITIES 

961,869 

906,092 

- 

- 

- 

- 

- 

- 

21,906 

21,244 

771 

697 

5,738 

6,311 

- 

4,482 

1,724 

- 

13,144 

12,785 

- 

- 

- 

- 

- 

- 

(28,843) 

(25,365) 

88,102 

73,000 

98,958 

79,299 

65,987 

64,066 

(48,000) 

(45,000) 

116,945 

98,365 

Segment assets 

433,169 

378,808 

1,278,659  1,279,885 

(72,756) 

(62,754)  1,639,072  1,595,939 

Segment liabilities 

251,239 

247,203 

76,268 

68,298 

(26,742) 

(18,091) 

300,765 

297,410 

Capital expenditure 

36,526 

48,164 

- 

- 

- 

- 

36,526 

48,164 

Annual Report 2015 88
88

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

CONSOLIDATED 

NOTES 

2015 

$’000 

2014

$’000 

23 

EXPENDITURE COMMITMENTS 

LEASE EXPENDITURE COMMITMENTS 

(i) 

OPERATING LEASES 

Payable within one year 

Payable within one to five years 

Payable in more than five years 

Total operating leases 

(ii) 

FINANCE LEASES 

Total lease liability – current 

Total lease liability – non-current 

Total finance leases 

FINANCE LEASE COMMITMENTS  

Payable within one year 

Payable within one to five years 

Minimum lease payments 

Less future finance charges 

TOTAL LEASE LIABILITY 

16 

16 

108,283 

179,102 

44,396 

331,781 

14 

- 

14 

14 

14 

- 

- 

14 

101,646 

138,965 

13,554 

254,165 

52 

14 

66 

55 

14 

69 

(3) 

66 

The Group has entered into commercial operating leases on certain land and buildings, motor vehicles 

and items of plant and equipment. These leases have an average life of five years.  

The Group has finance leases for various items of plant and equipment. These leases have an average 

term of four years with the option to purchase the asset at the completion of the lease term for the 

asset’s market value. 

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89 Premier Investments Limited

90

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

CONSOLIDATED 

NOTES 

2015 
$’000 

2014
$’000 

23 

EXPENDITURE COMMITMENTS 

LEASE EXPENDITURE COMMITMENTS 

(i) 

OPERATING LEASES 

Payable within one year 

Payable within one to five years 

Payable in more than five years 

Total operating leases 

(ii) 

FINANCE LEASES 

Total lease liability – current 

Total lease liability – non-current 

Total finance leases 

FINANCE LEASE COMMITMENTS  

Payable within one year 

Payable within one to five years 

Minimum lease payments 

Less future finance charges 

TOTAL LEASE LIABILITY 

16 

16 

108,283 

179,102 

44,396 

331,781 

14 

- 

14 

14 

- 

14 

- 
14 

101,646 

138,965 

13,554 

254,165 

52 

14 

66 

55 

14 

69 

(3) 

66 

The Group has entered into commercial operating leases on certain land and buildings, motor vehicles 
and items of plant and equipment. These leases have an average life of five years.  

The Group has finance leases for various items of plant and equipment. These leases have an average 
term of four years with the option to purchase the asset at the completion of the lease term for the 
asset’s market value. 

Annual Report 2015 90
90

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

24 

KEY MANAGEMENT PERSONNEL 

COMPENSATION FOR KEY MANAGEMENT PERSONNEL 

Short-term employee benefits 

Post-employment benefits 

Termination benefits 

Share-based payments 

TOTAL 

CONSOLIDATED 

2015 
$ 

2014
$ 

8,088,880 

189,095 

- 

6,206,092 

160,528 

- 

530,220 

795,121 

8,808,195 

7,161,741 

Information regarding individual key management personnel compensation, shareholdings of key 
management personnel, as well as other transactions and balances with key management personnel 
and their related parties, as required by Regulation 2M.3.03 of the Corporations Regulations 2001 is 
provided in the Remuneration Report section of the Directors’ Report.  

25 

AUDITOR’S REMUNERATION 

The auditor of Premier Investments Limited is Ernst 
& Young.  Amounts received, or due and receivable, 
by Ernst & Young (Australia) for: 

- An audit or review of the financial report of the 
entity and any other entity in the consolidated 
group. 

Other services in relation to the entity and any other 
entity in the consolidated group: 

- Other Non-Audit Services 

Total – Other services 

TOTAL AUDITOR’S REMUNERATION  

CONSOLIDATED 

2015 
$ 

2014
$ 

526,757 

431,210 

76,600 

76,600 

603,357 

46,218 

46,218 

477,428 

91 Premier Investments Limited

91

26 

(a) 

NOTES TO THE STATEMENT OF CASH FLOWS  

RECONCILIATION OF CASH AND CASH 

EQUIVALENTS 

Cash at bank and in hand 

Short-term deposits 

TOTAL CASH ASSETS AND CASH EQUIVALENTS  

(b) 

RECONCILIATION OF NET CASH FLOWS FROM 

OPERATIONS TO NET PROFIT AFTER INCOME TAX 

Net profit for the period 

Adjustments for: 

Amortisation 

Depreciation 

Impairment and write-off of non-current assets 

Foreign exchange losses  

Share of profit of associates 

Finance charges on capitalised leases 

Borrowing costs 

Net loss on disposal of property, plant and equipment 

Share-based payments expense 

Movement in cash flow hedge reserve  

Net exchange differences 

Changes in assets and liabilities net of the effects from 

acquisition and disposal of businesses: 

Decrease in provisions 

Increase (decrease) in deferred tax liabilities 

Increase in trade and other payables 

(Decrease) increase in other financial liabilities 

Decrease in deferred income 

Increase in trade and other receivables 

Increase in other current assets 

Increase in inventories 

(Increase) decrease in other financial assets 

Decrease (increase) in deferred tax assets 

Increase in income tax payable 

NET CASH FLOWS FROM OPERATING ACTIVITIES 

CONSOLIDATED 

2015 

$’000 

2014

$’000 

35,099 

246,473 

281,572 

27,187 

286,121 

313,308 

88,102 

73,000 

(13,144) 

(12,785) 

109 

21,797 

1,536 

73 

28 

153 

758 

801 

24,762 

(716) 

(141) 

1,968 

18,858 

(6,674) 

(4,420) 

(898) 

(1,094) 

(13,318) 

(30,970) 

8,402 

7,139 

103,111 

112 

21,132 

947 

345 

25 

387 

426 

898 

(15,005) 

(276) 

(211) 

(5,709) 

15,176 

6,614 

(1,692) 

(7,244) 

(539) 

(14,537) 

15,446 

(1,219) 

11,179 

86,470 

92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

26 

(a) 

NOTES TO THE STATEMENT OF CASH FLOWS  

RECONCILIATION OF CASH AND CASH 
EQUIVALENTS 

Cash at bank and in hand 
Short-term deposits 

TOTAL CASH ASSETS AND CASH EQUIVALENTS  

(b) 

RECONCILIATION OF NET CASH FLOWS FROM 
OPERATIONS TO NET PROFIT AFTER INCOME TAX 

Net profit for the period 

Adjustments for: 

Amortisation 

Depreciation 

Impairment and write-off of non-current assets 

Foreign exchange losses  

Share of profit of associates 

Finance charges on capitalised leases 

Borrowing costs 

Net loss on disposal of property, plant and equipment 

Share-based payments expense 

Movement in cash flow hedge reserve  

Net exchange differences 

Changes in assets and liabilities net of the effects from 
acquisition and disposal of businesses: 

Decrease in provisions 

Increase (decrease) in deferred tax liabilities 

Increase in trade and other payables 

(Decrease) increase in other financial liabilities 

Decrease in deferred income 

Increase in trade and other receivables 

Increase in other current assets 

Increase in inventories 

(Increase) decrease in other financial assets 

Decrease (increase) in deferred tax assets 

Increase in income tax payable 

NET CASH FLOWS FROM OPERATING ACTIVITIES 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

35,099 
246,473 

281,572 

27,187 
286,121 

313,308 

88,102 

73,000 

109 

21,797 

1,536 

73 

112 

21,132 

947 

345 

(13,144) 

(12,785) 

28 

153 

758 

801 

24,762 

(716) 

(141) 

1,968 

18,858 

(6,674) 

(4,420) 

(898) 

(1,094) 

(13,318) 

(30,970) 

8,402 

7,139 

103,111 

25 

387 

426 

898 

(15,005) 

(276) 

(211) 

(5,709) 

15,176 

6,614 

(1,692) 

(7,244) 

(539) 

(14,537) 

15,446 

(1,219) 

11,179 

86,470 

Annual Report 2015 92
92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

26 

NOTES TO THE STATEMENT OF CASH FLOWS 

(a) 

SUBSIDIARIES 

CONSOLIDATED 

2015 
$’000 

2014
$’000 

27 

RELATED PARTY DISCLOSURES 

The consolidated financial statements include the financial statements of Premier Investments Limited 

and the subsidiaries listed in the following table: 

(CONTINUED) 

(c) 

FINANCE FACILITIES 

Working capital and bank overdraft facility 
Used 
Unused 

Finance facility  
Used 
Unused 

Bank guarantee facility 
Used 
Unused 

Interchangeable facility 
Used  
Unused 

Leasing facility 
Used 
Unused 

Total facilities 
Used 
Unused 
TOTAL 

- 

11,800 

11,800 

105,018 
53,982 

159,000 

188 
12 

200 

3,899 
4,101 

8,000 

14 
- 

14 

- 

12,000 

12,000 

119,477 
39,523 

159,000 

607 
1,393 

2,000 

2,134 
5,866 

8,000 

66 
- 

66 

109,119 
69,895 

179,014 

122,284 
58,782 

181,066 

93 Premier Investments Limited

93

Kimtara Investments Pty Ltd 

Premfin Pty Ltd 

Springdeep Investments Pty Ltd 

Prempref Pty Ltd 

Metalgrove Pty Ltd

Just Group Limited

Just Jeans Group Pty Limited  

Just Jeans Pty Limited  

Jay Jays Trademark Pty Limited  

Just-Shop Pty Limited  

Peter Alexander Sleepwear Pty Limited 

Old Blues Pty Limited  

Kimbyr Investments Limited 

Jacqui E Pty Limited  

Jacqueline-Eve Fashions Pty Limited 

Jacqueline-Eve (Hobart) Pty Limited 

Jacqueline-Eve (Retail) Pty Limited  

Jacqueline-Eve (Leases) Pty Limited 

Sydleigh Pty Limited  

Old Favourites Blues Pty Limited  

Urban Brands Pty Ltd 

Portmans Pty Limited  

Dotti Pty Ltd  

Smiggle Pty Limited

Just Group International Pty Limited **

Smiggle Singapore Pte Ltd 

Just Group International HK Limited**

Smiggle HK Limited** 

Just Group USA Inc.** 

Peter Alexander USA Inc.** 

Smiggle USA Inc.**

Just UK International Limited** 

Smiggle UK Limited

Peter Alexander UK Limited** 

ETI Holdings Limited** 

RSCA Pty Limited**

RSCB Pty Limited**

Just Group Singapore Private Ltd ** 

Peter Alexander Singapore Private Ltd **

Smiggle Stores Malaysia SDN BHD **

Smiggle Japan KK ** 

** Not trading as at the date of this report. 

COUNTRY OF 

INCORPORATION 

INTEREST HELD 

INTEREST HELD 

New Zealand 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Singapore 

Hong Kong 

Hong Kong 

USA 

USA 

USA 

UK 

UK  

UK 

New Zealand 

Australia 

Australia 

Singapore 

Singapore 

Malaysia 

Japan 

2015 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

2014 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

94

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

27 

RELATED PARTY DISCLOSURES 

The consolidated financial statements include the financial statements of Premier Investments Limited 
and the subsidiaries listed in the following table: 

(a) 

SUBSIDIARIES 

COUNTRY OF 
INCORPORATION 

2015 
INTEREST HELD 

2014 
INTEREST HELD 

Kimtara Investments Pty Ltd 
Premfin Pty Ltd 

Springdeep Investments Pty Ltd 
Prempref Pty Ltd 
Metalgrove Pty Ltd
Just Group Limited
Just Jeans Group Pty Limited  
Just Jeans Pty Limited  
Jay Jays Trademark Pty Limited  
Just-Shop Pty Limited  
Peter Alexander Sleepwear Pty Limited 
Old Blues Pty Limited  
Kimbyr Investments Limited 
Jacqui E Pty Limited  
Jacqueline-Eve Fashions Pty Limited 
Jacqueline-Eve (Hobart) Pty Limited 
Jacqueline-Eve (Retail) Pty Limited  
Jacqueline-Eve (Leases) Pty Limited 
Sydleigh Pty Limited  
Old Favourites Blues Pty Limited  
Urban Brands Pty Ltd 
Portmans Pty Limited  
Dotti Pty Ltd  
Smiggle Pty Limited
Just Group International Pty Limited **
Smiggle Singapore Pte Ltd 
Just Group International HK Limited**
Smiggle HK Limited** 
Just Group USA Inc.** 
Peter Alexander USA Inc.** 
Smiggle USA Inc.**
Just UK International Limited** 
Smiggle UK Limited
Peter Alexander UK Limited** 
ETI Holdings Limited** 
RSCA Pty Limited**
RSCB Pty Limited**
Just Group Singapore Private Ltd ** 
Peter Alexander Singapore Private Ltd **
Smiggle Stores Malaysia SDN BHD **
Smiggle Japan KK ** 

** Not trading as at the date of this report. 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

New Zealand 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 

Australia 
Australia 
Australia 
Singapore 
Hong Kong 
Hong Kong 
USA 
USA 
USA 
UK 
UK  
UK 
New Zealand 
Australia 

Australia 
Singapore 
Singapore 
Malaysia 
Japan 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 

100% 
100% 
100% 
100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 

100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 
100% 

100% 
100% 
100% 
100% 
100% 

Annual Report 2015 94
94

 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

27 

RELATED PARTY DISCLOSURES (CONTINUED) 

(b) 

GROUP TRANSACTIONS WITH ASSOCIATES 

The Group had a 50% interest in Just Kor Fashion Group (Pty) Ltd. 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

Sale of inventory in the amount of $1,956,022 (2014: $4,143,973).  

Management fee charged for services provided in the amount of $83,501  
(2014: $70,901). 

Royalty income of $nil (2014: $266,180) is due for the financial year. 

Information regarding outstanding balances with the associate at year end is disclosed in 
Note 8. 

The Group provided a loan to the associate. The loan is denominated in South African 
Rand. Interest is charged at a commercial rate and payable monthly. Interest earned on the 
loan is disclosed in Note 4. 

Refer to Note 11 for information regarding the subsequent to year-end disposal of the 50% 
interest in Just Kor Fashion Group (Pty) Ltd. 

(c) 

KEY MANAGEMENT PERSONNEL 

Details relating to remuneration paid to key management personnel are included in Note 24. 

(d) 

TERMS AND CONDITIONS 

11 - 32. 

Outstanding balances at year-end are unsecured, interest free and settlement occurs in cash with 
the exception of the loan provided to the associate as disclosed above. 

(e) 

ULTIMATE PARENT 

Premier Investments Limited is the ultimate parent entity. 

95 Premier Investments Limited

95

28 

(a) 

SHARE-BASED PAYMENT PLANS 

RECOGNISED SHARE-BASED PAYMENT EXPENSES 

The expense recognised for employee services received during the year is shown in the table 

below: 

Total expense arising from equity-settled share-based 

payment transactions 

(b) 

TYPE OF SHARE-BASED PAYMENT PLAN 

CONSOLIDATED 

2015 

$’000 

801 

2014

$’000 

898 

Performance rights 

of shareholders.  

The company grants performance rights to executives, thus ensuring that the executives who are 

most directly able to influence the company performance are appropriately aligned with the interests 

A performance right is a right to acquire one fully paid ordinary share of the company after meeting a 

three or four year performance period, provided specific performance hurdles are met. The number 

of performance rights to vest is determined by a vesting schedule based on the performance of the 

company. These performance hurdles have been discussed in the Remuneration Report on pages 

The fair value of the performance rights has been calculated as at the respective grant dates using 

the Black Sholes European option pricing model. 

In determining the share-based payments expenses for the period, the number of instruments 

expected to vest has been adjusted to reflect the number of executives expected to remain with the 

group until the end of the performance period, as well as the probability of not meeting the TSR 

The following share-based payment arrangements were in existence during the current and prior 

performance hurdles. 

reporting periods: 

Granted on 22 November 2010 

Granted on 10 May 2011 

Granted on 25 May 2012 

Granted on 12 April 2013 

Granted on 18 April 2013 

Granted on 11 December 2013 

Granted on 22 June 2015 

Granted on 22 June 2015 

NUMBER 

GRANT DATE 

FAIR VALUE AT 

GRANT DATE 

134,910 

1,200,000 

185,201 

304,386 

240,000 

319,493 

169,365 

12,266 

22/11/2010 

10/05/2011 

25/05/2012 

12/04/2013 

18/04/2013 

11/12/2013 

22/06/2015 

22/06/2015 

$3.60 

$3.00 

$2.62 

$2.88 

$4.20 

$4.28 

$10.34 

$8.56 

96

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

28 

(a) 

SHARE-BASED PAYMENT PLANS 

RECOGNISED SHARE-BASED PAYMENT EXPENSES 

The expense recognised for employee services received during the year is shown in the table 
below: 

Total expense arising from equity-settled share-based 
payment transactions 

(b) 

TYPE OF SHARE-BASED PAYMENT PLAN 

Performance rights 

CONSOLIDATED 

2015 
$’000 

801 

2014
$’000 

898 

The company grants performance rights to executives, thus ensuring that the executives who are 
most directly able to influence the company performance are appropriately aligned with the interests 
of shareholders.  

A performance right is a right to acquire one fully paid ordinary share of the company after meeting a 
three or four year performance period, provided specific performance hurdles are met. The number 
of performance rights to vest is determined by a vesting schedule based on the performance of the 
company. These performance hurdles have been discussed in the Remuneration Report on pages 
11 - 32. 

The fair value of the performance rights has been calculated as at the respective grant dates using 
the Black Sholes European option pricing model. 

In determining the share-based payments expenses for the period, the number of instruments 
expected to vest has been adjusted to reflect the number of executives expected to remain with the 
group until the end of the performance period, as well as the probability of not meeting the TSR 
performance hurdles. 

The following share-based payment arrangements were in existence during the current and prior 
reporting periods: 

Granted on 22 November 2010 
Granted on 10 May 2011 
Granted on 25 May 2012 
Granted on 12 April 2013 
Granted on 18 April 2013 
Granted on 11 December 2013 
Granted on 22 June 2015 
Granted on 22 June 2015 

NUMBER 

GRANT DATE 

FAIR VALUE AT 
GRANT DATE 

134,910 
1,200,000 
185,201 
304,386 
240,000 
319,493 
169,365 
12,266 

22/11/2010 
10/05/2011 
25/05/2012 
12/04/2013 
18/04/2013 
11/12/2013 
22/06/2015 
22/06/2015 

$3.60 
$3.00 
$2.62 
$2.88 
$4.20 
$4.28 
$10.34 
$8.56 

Annual Report 2015 96
96

 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

28 

(b) 

SHARE-BASED PAYMENT PLANS (CONTINUED) 

TYPE OF SHARE-BASED PAYMENT PLAN (CONTINUED) 

The following table shows the factors which were considered in determining the fair value of the 
performance rights in existence during the current and prior reporting period: 

GRANT DATE  SHARE PRICE 

OPTION LIFE 

DIVIDEND 

YIELD 

VOLATILITY 

RISK-FREE 
RATE 

FAIR VALUE 

22/11/2010 
10/05/2011 
25/05/2012 
12/04/2013 
18/04/2013 
11/12/2013 
22/06/2015 
22/06/2015 

$7.19 
$6.00 
$5.24 
$5.77 
$8.40 
$8.56 
$10.34 
$8.56 

3.8 years 
4-5 years 
3.4 years 
3.5 years 
4.2 years 
3.8 years 
2.3 years 
2.3 years 

5% 
5% 
5% 
5% 
5% 
5% 
5% 
5% 

40% 
40% 
40% 
40% 
40% 
40% 
40% 
40% 

5.23% 
5.10% 
2.39% 
2.81% 
2.71% 
2.98% 
1.95% 
1.95% 

$3.60 
$3.00 
$2.62 
$2.88 
$4.20 
$4.28 
$10.34 
$8.56 

(c) 

SUMMARY OF RIGHTS GRANTED UNDER PERFORMANCE RIGHTS PLANS 

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, 
and movements in, performance rights issued during the year: 

2015
No. 

2015
WAEP 

Balance at beginning of the year 

1,849,080 

Granted during the year 

Forfeited during the year 

Exercised during the year 

Expired during the year 

181,631 

- 

(665,201) 

- 

Balance at the end of the year 

1,365,510 

- 

- 

- 

- 

- 

- 

2014 
No. 

2,212,962 

319,493 

(148,465) 

(454,396) 

(80,514) 

1,849,080 

2014
WAEP 

- 

- 

- 

- 

- 

- 

Since the end of the financial year and up to the date of this report, no performance rights have been 
exercised, no performance rights have been issued, no performance rights have been forfeited and 
no performance rights have expired. 

(d) 

WEIGHTED AVERAGE FAIR VALUE 

The weighted average fair value of performance rights granted during the year was $10.22 (2014: 
$4.28). 

29 

DEED OF CROSS GUARANTEE 

Pursuant to Class Order 98/1418, relief has been granted to the wholly-owned subsidiaries from the 
Corporations law requirements for preparation, audit and lodgement of financial reports. 

As a condition of the class order, Just Group Limited, a subsidiary of Premier Investments Limited, 
and each of the controlled entities of Just Group Limited entered into a Deed of Cross Guarantee as 
at 25 June 2009. Premier Investments Limited is not a party to the Deed of Cross Guarantee.  

30 

30 

OTHER FINANCIAL INSTRUMENTS 

OTHER FINANCIAL INSTRUMENTS 

CURRENT ASSETS 

CURRENT ASSETS 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

NON -CURRENT ASSETS 

NON -CURRENT ASSETS 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

CURRENT LIABILITIES 

CURRENT LIABILITIES 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

NON -CURRENT LIABILITIES 

NON -CURRENT LIABILITIES 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

CONSOLIDATED 

CONSOLIDATED 

2015 

2015 

$’000 

$’000 

2014

2014

$’000 

$’000 

30,795 

30,795 

30,795 

30,795 

1,517 

1,517 

1,517 

1,517 

1,771 

1,771 

1,771 

1,771 

79 

79 

79 

79 

117 

117 

117 

117 

10 

10 

10 

10 

6,798 

6,798 

6,798 

6,798 

3 

3 

3 

3 

(a) 

(a) 

INSTRUMENTS USED BY THE GROUP 

INSTRUMENTS USED BY THE GROUP 

Derivative financial instruments are used by the Group in the normal course of business in order to 

Derivative financial instruments are used by the Group in the normal course of business in order to 

hedge exposure to fluctuations in foreign exchange rates in accordance with the Group’s financial 

hedge exposure to fluctuations in foreign exchange rates in accordance with the Group’s financial 

risk management policies.  

risk management policies.  

(i) 

(i) 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

The majority of the Group’s inventory purchases are denominated in US Dollars.  In order to 

The majority of the Group’s inventory purchases are denominated in US Dollars.  In order to 

protect against exchange rates movements, the Group has entered into forward exchange 

protect against exchange rates movements, the Group has entered into forward exchange 

contracts to purchase US Dollars. 

contracts to purchase US Dollars. 

These contracts are hedging highly probable forecasted purchases and they are timed to 

These contracts are hedging highly probable forecasted purchases and they are timed to 

mature when payments are scheduled to be made. 

mature when payments are scheduled to be made. 

The cash flows are expected to occur between one to twenty four months from 25 July 2015 

The cash flows are expected to occur between one to twenty four months from 25 July 2015 

and the profit and loss within cost of sales will be affected over the next couple of years as 

and the profit and loss within cost of sales will be affected over the next couple of years as 

the inventory is sold. 

the inventory is sold. 

97 Premier Investments Limited

97

98

98

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

30 

30 

OTHER FINANCIAL INSTRUMENTS 

OTHER FINANCIAL INSTRUMENTS 

CURRENT ASSETS 

CURRENT ASSETS 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

NON -CURRENT ASSETS 

NON -CURRENT ASSETS 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

CURRENT LIABILITIES 

CURRENT LIABILITIES 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

NON -CURRENT LIABILITIES 

NON -CURRENT LIABILITIES 

Derivatives designated as hedging instruments 

Derivatives designated as hedging instruments 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

CONSOLIDATED 

CONSOLIDATED 

2015 
$’000 

2015 
$’000 

2014
$’000 

2014
$’000 

30,795 

30,795 

30,795 

30,795 

1,517 

1,517 

1,517 

1,517 

1,771 

1,771 

1,771 

1,771 

79 

79 

79 

79 

117 

117 

117 

117 

10 

10 

10 

10 

6,798 

6,798 

6,798 

6,798 

3 

3 

3 

3 

(a) 

(a) 

INSTRUMENTS USED BY THE GROUP 

INSTRUMENTS USED BY THE GROUP 

Derivative financial instruments are used by the Group in the normal course of business in order to 
Derivative financial instruments are used by the Group in the normal course of business in order to 
hedge exposure to fluctuations in foreign exchange rates in accordance with the Group’s financial 
hedge exposure to fluctuations in foreign exchange rates in accordance with the Group’s financial 
risk management policies.  
risk management policies.  

(i) 

(i) 

Forward currency contracts – cash flow hedges 

Forward currency contracts – cash flow hedges 

The majority of the Group’s inventory purchases are denominated in US Dollars.  In order to 
The majority of the Group’s inventory purchases are denominated in US Dollars.  In order to 
protect against exchange rates movements, the Group has entered into forward exchange 
protect against exchange rates movements, the Group has entered into forward exchange 
contracts to purchase US Dollars. 
contracts to purchase US Dollars. 

These contracts are hedging highly probable forecasted purchases and they are timed to 
mature when payments are scheduled to be made. 

These contracts are hedging highly probable forecasted purchases and they are timed to 
mature when payments are scheduled to be made. 

The cash flows are expected to occur between one to twenty four months from 25 July 2015 
The cash flows are expected to occur between one to twenty four months from 25 July 2015 
and the profit and loss within cost of sales will be affected over the next couple of years as 
and the profit and loss within cost of sales will be affected over the next couple of years as 
the inventory is sold. 
the inventory is sold. 

Annual Report 2015 98
98
98

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 

NOTES TO THE FINANCIAL STATEMENTS 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

30 

30 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

(a) 

(a) 

INSTRUMENTS USED BY THE GROUP (CONTINUED) 

INSTRUMENTS USED BY THE GROUP (CONTINUED) 

(i) 

(i) 

Forward currency contracts – cash flow hedges (continued) 

Forward currency contracts – cash flow hedges (continued) 

At reporting date, the details of the outstanding contracts are: 

At reporting date, the details of the outstanding contracts are: 

CONSOLIDATED 

CONSOLIDATED 

2015
$’000 

2015
$’000 

2014
$’000 

2014
$’000 

2015 

2015 

2014

2014

Buy USD / Sell AUD 

Buy USD / Sell AUD 

Maturity < 6 months 

Maturity < 6 months 

Maturity 6 – 12 months 

Maturity 6 – 12 months 

Maturity 12 – 24 months 

Maturity 12 – 24 months 

   NOTIONAL AMOUNTS $AUD 

   NOTIONAL AMOUNTS $AUD 

AVERAGE EXCHANGE RATE 

AVERAGE EXCHANGE RATE 

77,145 

77,145 

93,879 

93,879 

10,146 

10,146 

80,467 

80,467 

98,823 

98,823 

14,085 

14,085 

0.8774 

0.8774 

0.8089 

0.8089 

0.7885 

0.7885 

0.9237 

0.9237 

0.9006 

0.9006 

0.9230 

0.9230 

Buy USD / Sell NZD 

Buy USD / Sell NZD 

Maturity < 6 months 

Maturity < 6 months 

Maturity 6 – 12 months 

Maturity 6 – 12 months 

Maturity 12 – 24 months 

Maturity 12 – 24 months 

Buy USD / Sell GBP 

Buy USD / Sell GBP 

Maturity < 6 months 

Maturity < 6 months 

Maturity 6 – 12 months 

Maturity 6 – 12 months 

Maturity 12 – 24 months 

Maturity 12 – 24 months 

Buy AUD / Sell NZD 

Buy AUD / Sell NZD 

Maturity < 6 months 

Maturity < 6 months 

Maturity 6 – 12 months 

Maturity 6 – 12 months 

Maturity 12 – 24 months 

Maturity 12 – 24 months 

Buy USD / Sell SGD 

Buy USD / Sell SGD 

Maturity < 6 months 

Maturity < 6 months 

Maturity 6 – 12 months 

Maturity 6 – 12 months 

Maturity 12 – 24 months 

Maturity 12 – 24 months 

NOTIONAL AMOUNTS $NZD 

NOTIONAL AMOUNTS $NZD 

AVERAGE EXCHANGE RATE 

AVERAGE EXCHANGE RATE 

15,652 

15,652 

- 

- 

- 

- 

16,685 

16,685 

15,844 

15,844 

15,839 

15,839 

0.8206 

0.8206 

- 

- 

- 

- 

0.7943 

0.7943 

0.7822 

0.7822 

0.8208 

0.8208 

NOTIONAL AMOUNTS £GBP 

NOTIONAL AMOUNTS £GBP 

AVERAGE EXCHANGE RATE 

AVERAGE EXCHANGE RATE 

1,737 

1,737 

1,134 

1,134 

167 

167 

992 

992 

- 

- 

- 

- 

1.5313 

1.5313 

1.5059 

1.5059 

1.5067 

1.5067 

1.6968 

1.6968 

- 

- 

- 

- 

NOTIONAL AMOUNTS $NZD 

NOTIONAL AMOUNTS $NZD 

AVERAGE EXCHANGE RATE 

AVERAGE EXCHANGE RATE 

4,114 

4,114 

3,178 

3,178 

- 

- 

3,834 

3,834 

- 

- 

- 

- 

1.0494 

1.0494 

1.0561 

1.0561 

- 

- 

       NOTIONAL AMOUNTS $SGD 

       NOTIONAL AMOUNTS $SGD 

AVERAGE EXCHANGE RATE 

AVERAGE EXCHANGE RATE 

3,239 

3,239 

1,626 

1,626 

- 

- 

- 

- 

- 

- 

- 

- 

0.7407 

0.7407 

0.7385 

0.7385 

- 

- 

The forward currency contracts are considered to be highly effective hedges as they are 
matched against forecast inventory purchases and any gain or loss on the contracts 
attributable to the hedge risk is taken directly to equity. 

The forward currency contracts are considered to be highly effective hedges as they are 
matched against forecast inventory purchases and any gain or loss on the contracts 
attributable to the hedge risk is taken directly to equity. 

When the cash flows occur, the Group adjusts the initial measurement of the component 
recognised in the statement of financial position by the related amount deferred in equity. 

When the cash flows occur, the Group adjusts the initial measurement of the component 
recognised in the statement of financial position by the related amount deferred in equity. 

99 Premier Investments Limited

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

99

99

1.0954 

1.0954 

32 

32 

PARENT ENTITY INFORMATION 

PARENT ENTITY INFORMATION 

30 

30 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

(b) 

(b) 

INTEREST RATE RISK 

INTEREST RATE RISK 

(c) 

(c) 

CREDIT RISK 

CREDIT RISK 

Information regarding interest rate exposure is set out in Note 3. 

Information regarding interest rate exposure is set out in Note 3. 

Information regarding credit risk exposure is set out in Note 3. 

Information regarding credit risk exposure is set out in Note 3. 

31 

31 

EARNINGS PER SHARE 

EARNINGS PER SHARE 

The following reflects the income and share data used 

The following reflects the income and share data used 

in the calculation of basic and diluted earnings per 

in the calculation of basic and diluted earnings per 

share: 

share: 

Net profit for the period 

Net profit for the period 

Weighted average number of ordinary shares used in 

Weighted average number of ordinary shares used in 

calculating:   

calculating:   

- basic earnings per share   

- basic earnings per share   

- diluted earnings per share 

- diluted earnings per share 

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of 

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of 

potential ordinary shares since the reporting date and before the completion of this financial report. 

potential ordinary shares since the reporting date and before the completion of this financial report. 

The accounting policies of the parent entity, which have been applied in determining the financial 

The accounting policies of the parent entity, which have been applied in determining the financial 

information shown below, are the same as those applied in the consolidated financial statements. 

information shown below, are the same as those applied in the consolidated financial statements. 

Refer to note 2 for a summary of the significant accounting policies of the Group. 

Refer to note 2 for a summary of the significant accounting policies of the Group. 

The individual financial statements for the parent entity show the following aggregate amounts: 

The individual financial statements for the parent entity show the following aggregate amounts: 

CONSOLIDATED 

CONSOLIDATED 

2015 

2015 

$’000 

$’000 

2014

2014

$’000 

$’000 

88,102 

88,102 

73,000 

73,000 

NUMBER OF 

NUMBER OF 

SHARES 

SHARES 

‘000 

‘000 

NUMBER OF

NUMBER OF

SHARES

SHARES

‘000 

‘000 

155,967 

155,967 

157,564 

157,564 

155,384 

155,384 

157,455 

157,455 

2015 

2015 

$’000 

$’000 

2014

2014

$’000 

$’000 

289,109 

289,109 

312,461 

312,461 

1,360,484 

1,360,484 

1,360,447 

1,360,447 

29,920 

29,920 

95,420 

95,420 

23,189 

23,189 

86,759 

86,759 

100

100

(a) 

(a) 

Summary financial information 

Summary financial information 

Statement of financial position 

Statement of financial position 

Current assets 

Current assets 

Total assets 

Total assets 

Current liabilities 

Current liabilities 

Total liabilities 

Total liabilities 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

30 

30 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

OTHER FINANCIAL INSTRUMENTS (CONTINUED) 

(b) 

(b) 

INTEREST RATE RISK 

INTEREST RATE RISK 

Information regarding interest rate exposure is set out in Note 3. 

Information regarding interest rate exposure is set out in Note 3. 

(c) 

(c) 

CREDIT RISK 

CREDIT RISK 

Information regarding credit risk exposure is set out in Note 3. 

Information regarding credit risk exposure is set out in Note 3. 

CONSOLIDATED 

CONSOLIDATED 

2015 
$’000 

2015 
$’000 

2014
$’000 

2014
$’000 

31 

31 

EARNINGS PER SHARE 

EARNINGS PER SHARE 

The following reflects the income and share data used 
The following reflects the income and share data used 
in the calculation of basic and diluted earnings per 
in the calculation of basic and diluted earnings per 
share: 
share: 

Net profit for the period 

Net profit for the period 

88,102 

88,102 

73,000 

73,000 

Weighted average number of ordinary shares used in 
calculating:   

Weighted average number of ordinary shares used in 
calculating:   

- basic earnings per share   

- basic earnings per share   

- diluted earnings per share 

- diluted earnings per share 

NUMBER OF 
NUMBER OF 
SHARES 
SHARES 
‘000 
‘000 

NUMBER OF
NUMBER OF
SHARES
SHARES
‘000 
‘000 

155,967 

155,967 

157,564 

157,564 

155,384 

155,384 

157,455 

157,455 

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of 
potential ordinary shares since the reporting date and before the completion of this financial report. 

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of 
potential ordinary shares since the reporting date and before the completion of this financial report. 

32 

32 

PARENT ENTITY INFORMATION 

PARENT ENTITY INFORMATION 

The accounting policies of the parent entity, which have been applied in determining the financial 
The accounting policies of the parent entity, which have been applied in determining the financial 
information shown below, are the same as those applied in the consolidated financial statements. 
information shown below, are the same as those applied in the consolidated financial statements. 
Refer to note 2 for a summary of the significant accounting policies of the Group. 
Refer to note 2 for a summary of the significant accounting policies of the Group. 

The individual financial statements for the parent entity show the following aggregate amounts: 

The individual financial statements for the parent entity show the following aggregate amounts: 

(a) 

(a) 

Summary financial information 

Summary financial information 

Statement of financial position 

Statement of financial position 

Current assets 

Current assets 

Total assets 

Total assets 

Current liabilities 

Current liabilities 

Total liabilities 

Total liabilities 

2015 
$’000 

2015 
$’000 

2014
$’000 

2014
$’000 

289,109 

289,109 

312,461 

312,461 

1,360,484 

1,360,484 

1,360,447 

1,360,447 

29,920 

29,920 

95,420 

95,420 

23,189 

23,189 

86,759 

86,759 

Annual Report 2015 100
100
100

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

NOTES TO THE FINANCIAL STATEMENTS 
FOR THE 52 WEEKS ENDED 25 JULY 2015 AND 26 JULY 2014 (CONTINUED) 

DIRECTORS’ DECLARATION 

In accordance with a resolution of the Directors of Premier Investments Limited, I state that: 

In the opinion of the Directors: 

(a) 

the financial statements and notes of Premier Investments Limited for the financial year ended  

25 July 2015 are in accordance with the Corporations Act 2001, including: 

(i) 

complying with Accounting Standards, the Corporations Regulations 2001 and other 

mandatory professional reporting requirements, and 

(ii) 

giving a true and fair view of the consolidated entity’s financial position as at 25 July 2015 

and of its performance for the financial year ended on that date, and 

(b) 

there are reasonable grounds to believe that the Company will be able to pay its debts as and when 

they become due and payable. 

(c) 

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 will be able to meet any obligations or liabilities to 

which they are or may become subject, by virtue of the Deed of Cross Guarantee. 

Note 2(b) confirms that the financial statements also comply with International Financial Reporting Standards 

as issued by the International Accounting Standards Board. 

The Directors have been given the declaration by the Chief Financial Officer required by section 295A of the 

Corporations Act 2001 for the financial year ended 25 July 2015. 

On behalf of the Board 

Solomon Lew 

Chairman 

1 October 2015 

32 

32 

PARENT ENTITY INFORMATION (CONTINUED) 

PARENT ENTITY INFORMATION (CONTINUED) 

(a) 

(a) 

Summary financial information (continued) 

Summary financial information (continued) 

Shareholders’ equity 

Shareholders’ equity 

Issued capital 

Issued capital 

Reserves 

Reserves 

- Foreign currency translation reserve 

- Foreign currency translation reserve 

- Performance rights reserve 

- Performance rights reserve 

Retained earnings 

Retained earnings 

Net profit for the year 

Net profit for the year 

Total comprehensive income (loss) 

Total comprehensive income (loss) 

2015 
$’000 

2015 
$’000 

2014
$’000 

2014
$’000 

608,615 

608,615 

608,615 

608,615 

3,052 

3,052 

4,082 

4,082 

649,315 

649,315 

64,629 

64,629 

2,719 

2,719 

333 

333 

3,281 

3,281 

661,459 

661,459 

123,447 

123,447 

(886) 

(886) 

(b) 

(b) 

Guarantees entered into by the parent entity 

Guarantees entered into by the parent entity 

The parent entity has provided financial guarantees in respect of bank overdrafts and loans of 
subsidiaries amounting to $nil (2014: $nil). 

The parent entity has provided financial guarantees in respect of bank overdrafts and loans of 
subsidiaries amounting to $nil (2014: $nil). 

The parent entity has also given unsecured guarantees in respect of: 

The parent entity has also given unsecured guarantees in respect of: 

(i) 

(i) 

Finance leases of subsidiaries amounting to $nil (2014: $nil). 

Finance leases of subsidiaries amounting to $nil (2014: $nil). 

(ii) 

(ii) 

The bank overdraft of a subsidiary amounting to $nil (2014: $nil). 

The bank overdraft of a subsidiary amounting to $nil (2014: $nil). 

(c) 

(c) 

Contingent liabilities of the parent entity 

Contingent liabilities of the parent entity 

The parent entity did not have any contingent liabilities as at 25 July 2015 or 26 July 2014.  

The parent entity did not have any contingent liabilities as at 25 July 2015 or 26 July 2014.  

(d) 

(d) 

Contractual commitments for the acquisition of property, plant or equipment 

Contractual commitments for the acquisition of property, plant or equipment 

The parent entity did not have any contractual commitments to purchase property, plant and 
equipment as at 25 July 2015 or 26 July 2014. 

The parent entity did not have any contractual commitments to purchase property, plant and 
equipment as at 25 July 2015 or 26 July 2014. 

33 

33 

EVENTS AFTER THE REPORTING DATE 

EVENTS AFTER THE REPORTING DATE 

On 17 September 2015, the Directors of Premier Investments Limited declared a final dividend in 
respect of the 2015 financial year. The total amount of the dividend is $32,840,000 (2014: 
$31,143,000) which represents a fully franked dividend of 21 cents per share (2014: 20 cents per 
share). 

On 17 September 2015, the Directors of Premier Investments Limited declared a final dividend in 
respect of the 2015 financial year. The total amount of the dividend is $32,840,000 (2014: 
$31,143,000) which represents a fully franked dividend of 21 cents per share (2014: 20 cents per 
share). 

During August 2015, Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, 
During August 2015, Just Jeans Group Pty Ltd, a subsidiary of Premier Investments Limited, 
completed the sale of a 50% interest in a joint venture entity, Just Kor Fashion Group (Pty) Ltd, a 
completed the sale of a 50% interest in a joint venture entity, Just Kor Fashion Group (Pty) Ltd, a 
company incorporated in South Africa. The full settlement, representing the fair value of the 
company incorporated in South Africa. The full settlement, representing the fair value of the 
investment in Just Kor Fashion Group (Pty) Ltd was received subsequent to year-end. Refer to 
investment in Just Kor Fashion Group (Pty) Ltd was received subsequent to year-end. Refer to 
note 11 for further details.  
note 11 for further details.  

34 

34 

CONTINGENT LIABILITIES 

CONTINGENT LIABILITIES 

The Group has bank guarantees totalling $4,087,246 (2014: $2,740,170). 

The Group has bank guarantees totalling $4,087,246 (2014: $2,740,170). 

101 Premier Investments Limited

101

101

102

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS’ DECLARATION 

In accordance with a resolution of the Directors of Premier Investments Limited, I state that: 

In the opinion of the Directors: 

(a) 

the financial statements and notes of Premier Investments Limited for the financial year ended  
25 July 2015 are in accordance with the Corporations Act 2001, including: 

(i) 

(ii) 

complying with Accounting Standards, the Corporations Regulations 2001 and other 
mandatory professional reporting requirements, and 

giving a true and fair view of the consolidated entity’s financial position as at 25 July 2015 
and of its performance for the financial year ended on that date, and 

there are reasonable grounds to believe that the Company will be able to pay its debts as and when 
they become due and payable. 

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 will be able to meet any obligations or liabilities to 
which they are or may become subject, by virtue of the Deed of Cross Guarantee. 

(b) 

(c) 

Note 2(b) confirms that the financial statements also comply with International Financial Reporting Standards 
as issued by the International Accounting Standards Board. 

The Directors have been given the declaration by the Chief Financial Officer required by section 295A of the 
Corporations Act 2001 for the financial year ended 25 July 2015. 

On behalf of the Board 

Solomon Lew 
Chairman 

1 October 2015 

102
Annual Report 2015 102

 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
8 Exhibition Street  
Melbourne  VIC  3000  Australia 
GPO Box 67 
Melbourne  VIC  3001 

8 Exhibition Street  
Melbourne  VIC  3000  Australia 
GPO Box 67 
Melbourne  VIC  3001 

  Tel: +61 3 9288 8000 
Fax: +61 3 8650 7777 
ey.com/au 

  Tel: +61 3 9288 8000 
Fax: +61 3 8650 7777 
ey.com/au 

Independent auditor's report to the members of Premier Investments 
Limited 

Independent auditor's report to the members of Premier Investments 
Report on the financial report 
Limited 
We have audited the accompanying financial report of Premier Investments Limited, which comprises the 
consolidated statement of financial position as at 25 July 2015, the consolidated statement of 
Report on the financial report 
comprehensive income, the consolidated statement of changes in equity and the consolidated statement 
of cash flows for the financial year then ended, notes comprising a summary of significant accounting 
We have audited the accompanying financial report of Premier Investments Limited, which comprises the 
policies and other explanatory information, and the directors' declaration of the consolidated entity 
consolidated statement of financial position as at 25 July 2015, the consolidated statement of 
comprising the company and the entities it controlled for the financial year ended or from time to time 
comprehensive income, the consolidated statement of changes in equity and the consolidated statement 
during the financial year. 
of cash flows for the financial year then ended, notes comprising a summary of significant accounting 
policies and other explanatory information, and the directors' declaration of the consolidated entity 
Directors' responsibility for the financial report 
comprising the company and the entities it controlled for the financial year ended or from time to time 
during the financial year. 
The directors of the company are responsible for the preparation of the financial report that gives a true 
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for 
Directors' responsibility for the financial report 
such internal controls as the directors determine are necessary to enable the preparation of the financial 
report that is free from material misstatement, whether due to fraud or error. In Note 2 (b), the directors 
The directors of the company are responsible for the preparation of the financial report that gives a true 
also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that 
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for 
the financial statements comply with International Financial Reporting Standards. 
such internal controls as the directors determine are necessary to enable the preparation of the financial 
report that is free from material misstatement, whether due to fraud or error. In Note 2 (b), the directors 
Auditor's responsibility 
also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that 
the financial statements comply with International Financial Reporting Standards. 
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our 
audit in accordance with Australian Auditing Standards. Those standards require that we comply with 
Auditor's responsibility 
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain 
reasonable assurance about whether the financial report is free from material misstatement. 
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our 
audit in accordance with Australian Auditing Standards. Those standards require that we comply with 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in 
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain 
the financial report. The procedures selected depend on the auditor's judgment, including the 
reasonable assurance about whether the financial report is free from material misstatement. 
assessment of the risks of material misstatement of the financial report, whether due to fraud or error. 
In making those risk assessments, the auditor considers internal controls relevant to the entity's 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in 
preparation and fair presentation of the financial report in order to design audit procedures that are 
the financial report. The procedures selected depend on the auditor's judgment, including the 
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness 
assessment of the risks of material misstatement of the financial report, whether due to fraud or error. 
of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting 
In making those risk assessments, the auditor considers internal controls relevant to the entity's 
policies used and the reasonableness of accounting estimates made by the directors, as well as 
preparation and fair presentation of the financial report in order to design audit procedures that are 
evaluating the overall presentation of the financial report. 
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness 
of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 
policies used and the reasonableness of accounting estimates made by the directors, as well as 
our audit opinion. 
evaluating the overall presentation of the financial report. 

Independence 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 
our audit opinion. 
In conducting our audit we have complied with the independence requirements of the Corporations Act 
2001.  We have given to the directors of the company a written Auditor’s Independence Declaration, a 
Independence 
copy of which is included in the directors’ report. 

In conducting our audit we have complied with the independence requirements of the Corporations Act 
2001.  We have given to the directors of the company a written Auditor’s Independence Declaration, a 
copy of which is included in the directors’ report. 

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

103 Premier Investments Limited

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Opinion 

In our opinion: 
Opinion 

In our opinion: 

a. 

the financial report of Premier Investments Limited is in accordance with the Corporations Act 
2001, including: 

a. 

i 
the financial report of Premier Investments Limited is in accordance with the Corporations Act 
2001, including: 

giving a true and fair view of the consolidated entity's financial position as at 25 July 2015 
and of its performance for the financial year ended on that date; and 

ii 
i 

 complying with Australian Accounting Standards and the Corporations Regulations 2001; 
giving a true and fair view of the consolidated entity's financial position as at 25 July 2015 
and 
and of its performance for the financial year ended on that date; and 

b. 

the financial report also complies with International Financial Reporting Standards as disclosed 
 complying with Australian Accounting Standards and the Corporations Regulations 2001; 
ii 
in Note 2 (b). 
and 

b. 

Report on the remuneration report 

the financial report also complies with International Financial Reporting Standards as disclosed 
in Note 2 (b). 

We have audited the Remuneration Report included in the directors' report for the financial year ended 
25 July 2015. The directors of the company are responsible for the preparation and presentation of the 
Report on the remuneration report 
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility 
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with 
We have audited the Remuneration Report included in the directors' report for the financial year ended 
Australian Auditing Standards. 
25 July 2015. The directors of the company are responsible for the preparation and presentation of the 
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility 
Opinion 
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with 
Australian Auditing Standards. 
In our opinion, the Remuneration Report of Premier Investments Limited for the financial year ended 25 
July 2015, complies with section 300A of the Corporations Act 2001. 
Opinion 

In our opinion, the Remuneration Report of Premier Investments Limited for the financial year ended 25 
July 2015, complies with section 300A of the Corporations Act 2001. 

Ernst & Young 

Ernst & Young 

Rob Perry 
Partner 
Melbourne 
1 October 2015 
Rob Perry 
Partner 
Melbourne 
1 October 2015 

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

A member firm of Ernst & Young Global Limited 
Liability limited by a scheme approved under Professional Standards Legislation 

Annual Report 2015 104

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT 

The committee consists of three members, who as at the date of this report are: 

The Board of Premier Investments Limited (“Premier”) is responsible for the corporate governance of 
the Group. The Board guides and monitors the business of Premier and its subsidiaries on behalf of its 
shareholders. 

Name 
David Crean 

Frank Jones 

Premier and its Board continue to be fully committed to achieving and demonstrating the highest 
standards of accountability and transparency in their reporting and see the continued development of 
a cohesive set of corporate governance policies and practices as fundamental to Premier’s successful 
growth. 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Date Appointed 
1 August 2010 

7 September 1995 

1 August 2010 

Gary Weiss 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The Board has included in its corporate governance policies those matters contained in the ASX 
Corporate Governance Council’s Corporate Governance Principles and Recommendations (Third 
Edition) (“ASX Principles and Recommendations”) where applicable. However, the Board also 
recognises that full adoption of the ASX Principles and Recommendations may not be practical or 
provide the optimal result given the particular circumstances of Premier. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

4.2.  Composition  

This corporate governance statement outlines Premier’s corporate governance policies and practices 
for the financial year ended 25 July 2015.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

In addition to the policies set out in this statement, Premier’s wholly‑owned subsidiary, Just Group 
Limited, has in place its own stringent corporate governance practices. 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

A summary of the ASX Principles and Recommendations are provided in the table below, together 
with Premier’s compliance with these recommendations as at 25 July 2015. 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

ASX PRINCIPLES AND RECOMMENDATIONS 

COMPLY 

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

1.1 Disclose respective roles and responsibilities of its board and management 

Yes 

1.2 Undertake appropriate checks and provide necessary information to elect or re-elect 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

1.3 Written agreement with directors and senior executives setting out terms of engagement 

directors 

Yes 

Yes 

1.4 Company secretary accountable to the board 

Yes 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

1.5 Diversity policy in place 

Yes 

1.6 Periodically evaluate the performance of the board, its committees and directors 

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE 

1.7 Periodically evaluate the performance of senior executives 

2.1 Existence of a nomination committee, consisting of majority independent directors 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

2.5 Independent chairman of the board, and separation of duties between chairman and CEO 

2.3 Board composition, including assessment of director independence 

2.2 Board skills matrix and regular assessment of mix of skills  

2.4 Majority of independent directors on the board 

In part 

In part 

Yes 

Yes 

Yes 

Yes 

Yes 

2.6 Induction process for new directors and provide professional development opportunities 

• annual and half‑yearly reports;  

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY 

3.1 Existence and disclosure of a code of conduct 

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Yes 

Yes 

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

105 Premier Investments Limited

 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

ASX PRINCIPLES AND RECOMMENDATIONS 

COMPLY 

The Board of Premier Investments Limited (“Premier”) is responsible for the corporate governance of 

the Group. The Board guides and monitors the business of Premier and its subsidiaries on behalf of its 

shareholders. 

growth. 

Premier and its Board continue to be fully committed to achieving and demonstrating the highest 

standards of accountability and transparency in their reporting and see the continued development of 

a cohesive set of corporate governance policies and practices as fundamental to Premier’s successful 

The Board has included in its corporate governance policies those matters contained in the ASX 

Corporate Governance Council’s Corporate Governance Principles and Recommendations (Third 

Edition) (“ASX Principles and Recommendations”) where applicable. However, the Board also 

recognises that full adoption of the ASX Principles and Recommendations may not be practical or 

provide the optimal result given the particular circumstances of Premier. 

This corporate governance statement outlines Premier’s corporate governance policies and practices 

for the financial year ended 25 July 2015.  

In addition to the policies set out in this statement, Premier’s wholly‑owned subsidiary, Just Group 

Limited, has in place its own stringent corporate governance practices. 

A summary of the ASX Principles and Recommendations are provided in the table below, together 

with Premier’s compliance with these recommendations as at 25 July 2015. 

ASX PRINCIPLES AND RECOMMENDATIONS 

COMPLY 

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 

1.1 Disclose respective roles and responsibilities of its board and management 

1.2 Undertake appropriate checks and provide necessary information to elect or re-elect 

directors 

1.3 Written agreement with directors and senior executives setting out terms of engagement 

1.4 Company secretary accountable to the board 

1.5 Diversity policy in place 

1.6 Periodically evaluate the performance of the board, its committees and directors 

1.7 Periodically evaluate the performance of senior executives 

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE 

2.1 Existence of a nomination committee, consisting of majority independent directors 

In part 

2.2 Board skills matrix and regular assessment of mix of skills  

2.3 Board composition, including assessment of director independence 

2.4 Majority of independent directors on the board 

2.5 Independent chairman of the board, and separation of duties between chairman and CEO 

In part 

2.6 Induction process for new directors and provide professional development opportunities 

Yes 

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY 

3.1 Existence and disclosure of a code of conduct 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING 

The committee consists of three members, who as at the date of this report are: 

4.1 Existence of an audit committee, consisting of majority independent directors 

4.2 Obtain CEO and CFO certification regarding proper maintenance of financial records 

4.3 Attendance of external auditor at annual general meeting 

Name 
David Crean 

Date Appointed 
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE 
1 August 2010 

Frank Jones 

5.1 Continuous disclosure policy in place 

7 September 1995 

Gary Weiss 

PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS 

1 August 2010 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

6.1 Provide relevant information to investors via website 

Yes 

Yes 

Yes 

Yes 

Yes 

6.2 Investor relations program that promotes two-way communication 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

6.3 Encourage shareholder participation at annual general meetings 

Yes 

Yes 

4.2.  Composition  

6.4 Shareholder option to send and receive communications electronically 

Yes 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK 

7.1 Existence of a committee overseeing risk, consisting of majority independent directors 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

7.2 Regular reviews of the entity’s risk management framework 

Yes 

Yes 

7.3 Existence of an internal audit function 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

7.4 Management of environmental and social sustainability risks 

Yes 

Yes 

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

8.1 Existence of a remuneration committee, consisting of majority independent directors 

In part 

8.2 Remuneration policies of executive and non-executive directors and senior executives 

Yes 

8.3 Equity-based remuneration scheme and hedging arrangements 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

Yes 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

Role of the Board  

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 

1 
During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
1.1 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
The Directors are responsible for protecting the rights and interests of Premier, its shareholders and 
Board Charter which is summarised on the Company’s website.  
other stakeholders, including creditors and employees.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

The Board’s key responsibilities are set out in its Board Charter, a summary of which is disclosed on 
Premier’s website, and include:  

 

 

protecting and enhancing the value of the assets of Premier;  

setting strategies, directions and monitoring and reviewing against these strategic objectives;  

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
overseeing the conduct of Premier’s business in order to evaluate whether Premier is 
• the chairperson and quorums; and  
adequately managed;  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

identifying, assessing, monitoring and managing risk and identifying material changes in 
Premier’s risk profile to ensure it can take advantage of potential opportunities while 
managing potential adverse effects;  

 

 

• annual and half‑yearly reports;  

 

reviewing and ratifying internal controls, codes of conduct and legal compliance; 

 

monitoring Premier’s financial results;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 106

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

1.1 

Role of the Board (continued) 

 

ensuring the significant risks facing Premier have been identified and adequate control 
monitoring and reporting mechanisms are in place;  
The committee consists of three members, who as at the date of this report are: 

 

Name 
 
David Crean 

Frank Jones 
 
Gary Weiss 
 

approval of transactions relating to acquisitions, divestments and capital expenditure above 
delegated authority limits;  

determining Premier’s investment policy;  

Date Appointed 
1 August 2010 

7 September 1995 
approval of financial statements and dividend policy; and  

ensuring responsible corporate governance.  

1 August 2010 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The Board is responsible for ensuring that management’s objectives and activities are aligned with the 
expectations and risks identified by the Board. The Board has a number of mechanisms in place to 
ensure this is achieved, including: 

4.2.  Composition  

 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

Board approval of strategic plans designed to meet stakeholder’s needs and manage 
business risk; and 

 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
ongoing development of the strategic plans and approving initiatives and strategies designed 
financial year, the Audit and Risk Committee met three times.  
to ensure continued growth. 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

To assist in the execution of the above responsibilities, the Board had in place, throughout the 
financial year, an Audit and Risk Committee and a Remuneration and Nomination Committee. Both 
Committees have direct access to significant internal and external resources, including direct access 
to Premier’s advisers, both internal and external, and are authorised to seek independent professional 
or other advice if required. The roles and responsibilities of these committees are discussed 
throughout this corporate governance statement. 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

Until such time that a CEO is appointed, the Board will continue to delegate the responsibilities 
allocated to the CEO to other persons, such as:  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

the Chief Executive Officer of Premier Retail, Mark McInnes; 

 

 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

external service providers including, without limitation, Century Plaza Trading Pty Ltd; and  

the Chairman;  

 

 

the existing management team at Just Group.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Under the Premier Board Charter, the CEO’s responsibilities are: 

 

 

the day‑to‑day leadership and management of Premier;  

assisting the Board with the strategy and long-term direction of Premier;  

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

managing and overseeing the interfaces between Premier and the public and to act as the 
principal representative for Premier; and  

As such, these responsibilities have been delegated to the above people by the Board of Premier. 

to report annually to the Board on succession planning and management development.  

 

 

• annual and half‑yearly reports;  

The Board has delegated the responsibility for compliance with the ASX’s disclosure requirements and 
for shareholder communication to the Company Secretary. The Company Secretary uses information 
provided by the ASX and consults Premier’s professional legal advisers in ensuring compliance with 
Premier’s obligations with respect to the ASX Listing Rules and Corporate Governance Principles. 
Premier communicates with shareholders through announcements to the ASX (which are also posted 
on Premier’s website), general meetings of shareholders, the annual report, and through written and 
electronic correspondence from the Company Secretary from time to time.  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

107 Premier Investments Limited

 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

1.1 

Role of the Board (continued) 

ensuring the significant risks facing Premier have been identified and adequate control 

monitoring and reporting mechanisms are in place;  

approval of transactions relating to acquisitions, divestments and capital expenditure above 

1.2 

Appointment of New Directors and Re-Election of Directors  

The committee consists of three members, who as at the date of this report are: 

Premier had in place a Remuneration and Nomination Committee during the 2015 financial year. The 
Remuneration and Nomination Committee regularly reviews the structure, size and balance of the 
Board to ensure that the Board continues to have a mix of skills and experience necessary to conduct 
the business of Premier.  

Name 
David Crean 

The responsibilities of Premier’s Remuneration and Nomination Committee include advising the Board 
on: 

Date Appointed 
1 August 2010 

Frank Jones 
 
Gary Weiss 
 

criteria for appointment and identification of candidates for appointment as a Director; 

7 September 1995 

1 August 2010 

the candidates it considers appropriate for appointment as a Director; 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

 
Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

conducting of appropriate inquiries into the backgrounds and qualifications of Director 
nominees, including character, education, experience and financial history checks; and 

4.2.  Composition  

 

the re-appointment of any Non-Executive Director at the conclusion of their term of office. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

Premier’s Constitution specifies that all Directors must retire from the office at no later than the third 
Annual General Meeting following their last election.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

All material information relevant to whether or not to appoint or re-elect a Director is provided to the 
Company’s shareholders as part of the Notice of Meeting and Explanatory Statement for the relevant 
meeting of shareholders addressing the appointment or re-election.   

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

Terms of appointment of Directors and Senior Executives 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
1.3 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

The appointment of Directors and Senior Executives are made by, and in accordance with, a formal 
letter of appointment setting out the key terms and conditions relevant to the appointment. 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

The Group has an induction process for all Senior Executives and Directors. All new Directors are 
provided with the key policies and procedures affecting the Group, which include: 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

a copy of the Company’s constitution; 

 

 

a copy of the Company’s Code of Conduct; 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  
the most recent Annual Report of the Company; and 

a copy of the Company’s Board Charter, 

 

 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

where appropriate, a summary of the most recent strategic plan of the Company. 

 

Accountability of Company Secretary 

The Company Secretary is accountable directly to the Board, through the Chairman, and provides 
support to the Board and its committees on all matters to do with the proper functioning of the Board. 
The role of the Company Secretary includes: 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
1.4 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

coordinating the timely completion and dispatch of board and committee papers; 

monitoring that Board and committee policy and procedures are followed; 

advising the Board and its committees on governance matters; 

 

 

 

 

• annual and half‑yearly reports;  

ensuring that the business at board and committee meetings are accurately captured in the 
minutes; and 

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
Each Director is able to communicate directly with the Company Secretary. The decision to appoint or 
• market briefings and presentations at general meetings.  
remove the Company Secretary is made by the Board. 

helping to organise and facilitate the induction of Directors. 

 

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

delegated authority limits;  

determining Premier’s investment policy;  

approval of financial statements and dividend policy; and  

ensuring responsible corporate governance.  

The Board is responsible for ensuring that management’s objectives and activities are aligned with the 

expectations and risks identified by the Board. The Board has a number of mechanisms in place to 

ensure this is achieved, including: 

Board approval of strategic plans designed to meet stakeholder’s needs and manage 

business risk; and 

to ensure continued growth. 

ongoing development of the strategic plans and approving initiatives and strategies designed 

To assist in the execution of the above responsibilities, the Board had in place, throughout the 

financial year, an Audit and Risk Committee and a Remuneration and Nomination Committee. Both 

Committees have direct access to significant internal and external resources, including direct access 

to Premier’s advisers, both internal and external, and are authorised to seek independent professional 

or other advice if required. The roles and responsibilities of these committees are discussed 

throughout this corporate governance statement. 

Until such time that a CEO is appointed, the Board will continue to delegate the responsibilities 

allocated to the CEO to other persons, such as:  

the Chief Executive Officer of Premier Retail, Mark McInnes; 

the Chairman;  

external service providers including, without limitation, Century Plaza Trading Pty Ltd; and  

the existing management team at Just Group.  

Under the Premier Board Charter, the CEO’s responsibilities are: 

the day‑to‑day leadership and management of Premier;  

assisting the Board with the strategy and long-term direction of Premier;  

managing and overseeing the interfaces between Premier and the public and to act as the 

principal representative for Premier; and  

to report annually to the Board on succession planning and management development.  

As such, these responsibilities have been delegated to the above people by the Board of Premier. 

The Board has delegated the responsibility for compliance with the ASX’s disclosure requirements and 

for shareholder communication to the Company Secretary. The Company Secretary uses information 

provided by the ASX and consults Premier’s professional legal advisers in ensuring compliance with 

Premier’s obligations with respect to the ASX Listing Rules and Corporate Governance Principles. 

Premier communicates with shareholders through announcements to the ASX (which are also posted 

on Premier’s website), general meetings of shareholders, the annual report, and through written and 

electronic correspondence from the Company Secretary from time to time.  

 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

1.5 

Diversity Policy  

The committee consists of three members, who as at the date of this report are: 

The Group is an equal opportunity employer, and recognises the value contributed to the organisation 
by employing people with varying skills, cultural backgrounds, gender, ethnicity and experience. 
Premier believes its diverse workforce is the key to its continued growth, improved productivity and 
performance.  

Name 
David Crean 

Frank Jones 

Date Appointed 
1 August 2010 

We actively value and embrace the diversity of our employees and are committed to creating an 
inclusive workplace where everyone is treated equally and fairly, and where discrimination, 
harassment and inequity are not tolerated. We aim to maintain appropriate standards of behaviour 
throughout the organisation, to create a safe workplace free from harassment and discrimination of 
any kind, to treat all team members fairly and equitably, and to evaluate employees based on their 
performance, skills and abilities. 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

7 September 1995 

1 August 2010 

Gary Weiss 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The following steps have been taken to achieve the Board’s diversity objectives: 

4.2.  Composition  

 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

the appointment of Ms. Sally Herman in the 2012 financial year as an independent Non-
Executive Director; and 

 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

the appointment of Ms. Colette Garnsey in the 2013 financial year as the Core Brand 
Director, Premier Retail. 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

For the 2015 financial year, women represented 10% of Premier’s board, 39% of senior executives, 
68% at senior management level and 90% of the Groups’ workforce. 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

For this purpose, “senior executive” is defined as a key management executive who represents at 
least one of the major functions of the organisation, and participates in organisation-wide decisions 
with the CEO. The term “senior management level” refers to general managers and senior managers 
tasked with influencing organisation-wide decision making forums to provide expertise or project 
development, or likely to be involved in a balance of strategic and operational aspects of management.  

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

In accordance with the requirements of the Workplace Gender Equality Act 2012, a subsidiary 
company of Premier Investments Limited, Just Group Limited lodged its annual compliance report with 
the Workplace Gender Equality Agency. 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

Given the high proportion of senior executives, senior managers and employees of the Group that are 
women, the Board has determined not to impose measurable objectives relating to diversity at this 
stage. 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  
Evaluating the Performance of the Board and its committees 

 

 

The Board shall undertake regular performance evaluation of itself that: 

evaluates the effectiveness of the Board as a whole, and that of individual Directors; 

1.6 
Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

effects any improvements to the Board Charter deemed necessary or desirable. 

compares the performance of the Board with the requirements of its Charter; 

sets the goals and objectives of the Board for the upcoming year; and 

The performance evaluation shall be conducted in such a manner as the Board deems appropriate 
and may involve the use of an external consultant. The Remuneration and Nomination Committee may 
assist in evaluating the performance and effectiveness of the Board and each Director before 
recommending to the Board his or her nomination for an additional term as a Director. 

• annual and half‑yearly reports;  

 

 

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

For the 2015 financial year no formal performance evaluations of the Board were undertaken.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

109 Premier Investments Limited

 
 
 
The Group is an equal opportunity employer, and recognises the value contributed to the organisation 

by employing people with varying skills, cultural backgrounds, gender, ethnicity and experience. 

Premier believes its diverse workforce is the key to its continued growth, improved productivity and 

performance.  

We actively value and embrace the diversity of our employees and are committed to creating an 

inclusive workplace where everyone is treated equally and fairly, and where discrimination, 

harassment and inequity are not tolerated. We aim to maintain appropriate standards of behaviour 

throughout the organisation, to create a safe workplace free from harassment and discrimination of 

any kind, to treat all team members fairly and equitably, and to evaluate employees based on their 

performance, skills and abilities. 

The following steps have been taken to achieve the Board’s diversity objectives: 

the appointment of Ms. Sally Herman in the 2012 financial year as an independent Non-

Executive Director; and 

Director, Premier Retail. 

the appointment of Ms. Colette Garnsey in the 2013 financial year as the Core Brand 

For the 2015 financial year, women represented 10% of Premier’s board, 39% of senior executives, 

68% at senior management level and 90% of the Groups’ workforce. 

For this purpose, “senior executive” is defined as a key management executive who represents at 

least one of the major functions of the organisation, and participates in organisation-wide decisions 

with the CEO. The term “senior management level” refers to general managers and senior managers 

tasked with influencing organisation-wide decision making forums to provide expertise or project 

development, or likely to be involved in a balance of strategic and operational aspects of management.  

In accordance with the requirements of the Workplace Gender Equality Act 2012, a subsidiary 

company of Premier Investments Limited, Just Group Limited lodged its annual compliance report with 

the Workplace Gender Equality Agency. 

Given the high proportion of senior executives, senior managers and employees of the Group that are 

women, the Board has determined not to impose measurable objectives relating to diversity at this 

stage. 

1.6 

Evaluating the Performance of the Board and its committees 

The Board shall undertake regular performance evaluation of itself that: 

evaluates the effectiveness of the Board as a whole, and that of individual Directors; 

compares the performance of the Board with the requirements of its Charter; 

sets the goals and objectives of the Board for the upcoming year; and 

effects any improvements to the Board Charter deemed necessary or desirable. 

The performance evaluation shall be conducted in such a manner as the Board deems appropriate 

and may involve the use of an external consultant. The Remuneration and Nomination Committee may 

assist in evaluating the performance and effectiveness of the Board and each Director before 

recommending to the Board his or her nomination for an additional term as a Director. 

For the 2015 financial year no formal performance evaluations of the Board were undertaken.  

 

 

 

 

 

 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

1.5 

Diversity Policy  

1.7 

Evaluating the Performance of Senior Executives  

The performance of senior executives is reviewed against specific measurable and qualitative 
indicators, which include: 

The committee consists of three members, who as at the date of this report are: 

 

financial measure of the Company’s performance; 

 
Name 
David Crean 
 
Frank Jones 

achievement of strategic objectives; and 

achievement of key operational targets. 

Date Appointed 
1 August 2010 

7 September 1995 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Gary Weiss 

1 August 2010 

The CEO of Premier Retail and the Board of the relevant subsidiary are responsible for the review of 
the performance of senior executives, in line with their respective key performance indicators. The 
evaluation is based on criteria that include the performance of the business, the accomplishment of 
long-term strategic objectives and other non-quantitative objectives established at the beginning of 
each year. A performance evaluation was undertaken on senior executives during the 2015 financial 
year in accordance with the process disclosed above. 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

4.2.  Composition  

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE  

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
2 
of independent directors and the chair of the committee is also independent.  
2.1 
The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

During the 2015 financial year, Premier maintained a Nomination Committee. 

Nomination Committee  

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

The Remuneration and Nomination Committee supports and advises the Board on the nomination 
policies and practices of Premier. The roles and responsibilities of the Remuneration and Nomination 
Committee are set out in Premier’s Board Charter, a summary of which is provided on Premier’s 
website.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

The Remuneration and Nomination Committee consists of the following three members: 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

Position in Committee

Appointed 

Name 

Henry Lanzer 

September 2008 

Chairperson 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

September 2008 

Non-Executive Director 

Solomon Lew 

Gary Weiss 

September 2008 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

All of the members of the committee are Non-Executive Directors, one of whom is an independent 
Director.  

Non-Executive Director 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

The nomination purposes of the committee include: 

 

 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
reviewing and providing recommendations of plans of succession for executives, Non‑
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
Executive Directors and Premier’s Chief Executive Officer (when appointed);  
• the convening of meetings;  
establishing and maintaining a formal procedure for the selection and appointment of 
• the form and requirements of the notice;  
Directors to the Board;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
undertaking regular reviews of the structure and size of the Board to ensure that the Board 
continues to have a mix of skills and experience necessary to conduct Premier’s business 
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
and to make any consequential recommendations to the Board; and  
including: 

 

 

• annual and half‑yearly reports;  

identifying, assessing the suitability of, and investigating the backgrounds of, individuals 
qualified to become Directors and making recommendations to the Board about potential 
nominees.  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 110

 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

2.1 

Nomination Committee (continued) 

The committee consists of three members, who as at the date of this report are: 

The Remuneration and Nomination Committee intends to maintain the diversity of knowledge, skills 
and experience on the Premier Board across the areas of retailing and manufacturing, accounting, 
finance, transport, government and law.  

Name 
David Crean 

The Remuneration and Nomination Committee met on three occasions during the year. The meetings 
were attended by all three members. Further information on attendance at Board and committee 
meetings are set out in the Directors’ Report on page 10. 

Date Appointed 
1 August 2010 

Frank Jones 

7 September 1995 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Gary Weiss 

1 August 2010 

Although ASX Recommendation 2.1 suggests that a nomination committee should consist of a 
majority of independent Directors and be chaired by an independent Director, Premier believes that 
the current members of its Nomination Committee are most appropriate to achieve its objectives given 
their skill set and experience. 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 
2.2 
4.2.  Composition  

Board skills assessment 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

The Board Charter provides that the Remuneration and Nomination Committee will undertake regular 
reviews of the structure and size of the Board to ensure that the Board continues to have a mix of 
skills and experience necessary to conduct Premier’s business. The Remuneration and Nomination 
Committee intends to maintain the diversity of knowledge, skills and experience on the Board across 
the areas of retailing and manufacturing, accounting, finance, transport, government and law.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

The skills, experience and expertise relevant to the position of Director held by each Director in office 
at the date of this report are included in the Directors’ Report. 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
2.3 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

Board composition  

As at 25 July 2015, the Board comprised nine Directors. The members of the Board and their positions 
in office during the 2015 financial year are: 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

Appointed

Independent

Director 

Non-
Executive 
Yes 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

Solomon Lew (Chairman) 

March 2008 
During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

David Crean (Appointed as Deputy Chairman 
on 25 July 2015) 
Timothy Antonie (Lead Independent Director)  December 2009 
Lindsay Fox 

December 2009 

Yes 
Yes 

Yes 
Yes 

April 1987 

Yes 

Yes 

No 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Sally Herman 

December 2011 

Yes 

Yes 

Yes 

Henry Lanzer 

Mark McInnes 

December 2012 

Michael McLeod 

March 2008 
Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
Gary Weiss 
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

Details of the respective Directors’ qualifications, skills, directorships and experience are set out in the 
Directors’ Report on page 2. 

Frank Jones (Deputy Chairman) – resigned 
25 July 2015 

August 2002 

March 1994 

April 1987 

Yes 

Yes 

Yes 

Yes 

No 

No 

No 

No 

No 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

111 Premier Investments Limited

 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

2.1 

Nomination Committee (continued) 

2.4 

Director Independence  

The Remuneration and Nomination Committee intends to maintain the diversity of knowledge, skills 

and experience on the Premier Board across the areas of retailing and manufacturing, accounting, 

finance, transport, government and law.  

The Remuneration and Nomination Committee met on three occasions during the year. The meetings 

were attended by all three members. Further information on attendance at Board and committee 

meetings are set out in the Directors’ Report on page 10. 

Although ASX Recommendation 2.1 suggests that a nomination committee should consist of a 

majority of independent Directors and be chaired by an independent Director, Premier believes that 

the current members of its Nomination Committee are most appropriate to achieve its objectives given 

their skill set and experience. 

2.2 

Board skills assessment 

The Board Charter provides that the Remuneration and Nomination Committee will undertake regular 

reviews of the structure and size of the Board to ensure that the Board continues to have a mix of 

skills and experience necessary to conduct Premier’s business. The Remuneration and Nomination 

Committee intends to maintain the diversity of knowledge, skills and experience on the Board across 

the areas of retailing and manufacturing, accounting, finance, transport, government and law.  

The skills, experience and expertise relevant to the position of Director held by each Director in office 

at the date of this report are included in the Directors’ Report. 

2.3 

Board composition  

As at 25 July 2015, the Board comprised nine Directors. The members of the Board and their positions 

in office during the 2015 financial year are: 

Director 

Solomon Lew (Chairman) 

Appointed

March 2008 

David Crean (Appointed as Deputy Chairman 

December 2009 

Timothy Antonie (Lead Independent Director)  December 2009 

Non-

Executive 

Independent

Yes 

Yes 

Yes 

Yes 

Yes 

Yes 

No 

Yes 

Yes 

Yes 

No 

Yes 

Yes 

Yes 

Yes 

No 

No 

No 

Yes 

No 

April 1987 

December 2011 

March 2008 

December 2012 

August 2002 

March 1994 

on 25 July 2015) 

Lindsay Fox 

Sally Herman 

Henry Lanzer 

Mark McInnes 

Michael McLeod 

Gary Weiss 

25 July 2015 

Frank Jones (Deputy Chairman) – resigned 

April 1987 

Details of the respective Directors’ qualifications, skills, directorships and experience are set out in the 

Directors’ Report on page 2. 

The committee consists of three members, who as at the date of this report are: 

ASX Recommendation 2.4 recommends that the Board comprise a majority of independent directors. 
Premier has adopted the definition of independence set out in the commentary to ASX 
Recommendation 2.3 as disclosed in the Director Independence Policy on Premier’s website. 
Directors are assessed as independent where they are independent of management and free of any 
business or other relationship that could materially interfere, or be perceived to materially interfere, 
with the exercise of their unfettered and independent judgement.  

Date Appointed 
1 August 2010 

Name 
David Crean 

Frank Jones 

During the 2015 financial year, the Board considered that 5 of its 10 Directors were independent. As at 
25 July 2015, the Board considered that 5 of its 9 Directors were independent. 

1 August 2010 

Gary Weiss 

7 September 1995 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The Board is aware of ASX Recommendation 2.4 and is confident that proper processes are in place, 
as outlined in its Board Charter, to address needs and expectations with respect to decision-making 
and the management of conflicts of interest. The Directors on the Board of Premier all add significant 
value and expertise in a variety of fields. Regardless of whether Directors are defined as independent, 
all Directors are expected to bring independent judgements and views to board deliberations. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

4.2.  Composition  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

Premier permits individual Directors to engage separate independent counsel or advisors at the 
expense of the Group in appropriate circumstances, with the approval of the Chairman or by resolution 
of the Board. 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
2.5 
to the external auditors.  

Chairman of the Board  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

Premier does not comply with ASX Recommendation 2.5 as Mr. Lew, the Chairman of the Board, is 
not an independent Director. The Board believes that Mr. Lew’s position as a Director of Premier’s 
major shareholder, Century Plaza Investments Pty Ltd, does not prevent him from carrying out his 
responsibilities as Chairman of the Board. Given Mr. Lew’s industry experience, skills, expertise and 
reputation, and his relationship with Premier as its founder, the Board feels that Mr. Lew adds the most 
value to the Board as its Chairman and that he is the most appropriate person for the position.  

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

In October 2014, the Board appointed Mr. Antonie as Lead Independent Director. The Board 
considers the appointment of a Lead Independent Director as an important step in providing support to 
the Chairman in facilitating effective contributions of all Directors, and to promote constructive relations 
between Directors, and between the Board and management.  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Dr. Crean, an independent Non-Executive Director, was appointed as Deputy Chairman as of 25 July 
2015. The Board considers the appointment of an independent Deputy Chairman as another important 
step in promoting a culture of openness and constructive challenge that would allow for diversity of 
views to be considered by the Board. 

The Board supports the separation of the role of the Chairman from that of the Chief Executive Officer 
(“CEO”) in accordance with ASX Recommendation 2.5. The Board Charter provides that the Chairman 
must be a Non-Executive Director, and defines the key roles of the Chairman as: 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
managing the Board effectively;  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

providing leadership to the Board; and  

interfacing with the CEO.   

 

 

 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 112

 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

2.6 

New Director Induction and Professional Development  

The committee consists of three members, who as at the date of this report are: 

The Group has an induction process for all new Directors. All new Directors are provided with the key 
policies and procedures affecting the Group. The Board Charter provides for processes to ensure that 
new Directors are acquainted with knowledge of the industry within which the Group operates, and 
briefings with key executives where appropriate. 

Name 
David Crean 

Frank Jones 

Gary Weiss 
3 

In order for Directors to act in the best interest of the Group, Premier permits individual Directors to 
engage separate independent counsel or advisors at the expense of the Group in appropriate 
circumstances, with the approval of the Chairman or by resolution of the Board. 

7 September 1995 

Date Appointed 
1 August 2010 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

1 August 2010 

PRINCIPLE 3 – PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING 

Code of Conduct  

4.2.  Composition  

3.1 
Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

The Board insists on the highest ethical standards from all officers and employees of Premier and is 
vigilant to ensure appropriate corporate professional conduct at all times. As such, the Board has 
adopted a Code of Conduct to provide a set of guiding principles which are to be observed by all 
Directors, senior executives and employees of Premier. The Code of Conduct is based on five 
principles that define the responsibility of Premier and all Directors and employees. These principles 
require that all directors and employees: 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

foster a culture in which all stakeholders are treated with respect; 

act to ensure there is no conflict of interest between work and private affairs; 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

provide a safe workplace for employees and visitors; 

 

are honest, legal, fair and trustworthy in dealings and relationships; and 

 

 

 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
develop a culture where professional integrity and ethical behaviour is valued in rewarded. 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

Premier is committed to the safe and ethical manufacture, sourcing and supply of goods and services. 
As such, Premier is committed to sourcing merchandise that is produced according to the Group’s 
strict principles of safe working conditions, where human rights are respected and people have free 
right of association. Premier will only deal with vendors who at least provide the working conditions 
and benefits stipulated by law and whose workers (employees and contractors) are treated and 
compensated fairly and not exposed to physical harm. Refer to pages 14 to 15 of the Annual Report 
for the group’s Ethical Sourcing Statement. 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

A copy of the Code of Conduct is provided to all new Directors and employees upon joining Premier. 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Additionally, standards by which all officers, employees and Directors are expected to act are 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
contained in the Board Charter and in Premier’s share trading policy. These include standards and 
• the convening of meetings;  
expectations relating to:  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

insider trading and employee security trading;  

conflicts of interest;  

confidentiality; and  

 

 

 

privacy.  

 

• annual and half‑yearly reports;  

Under the Group’s share trading policy, an officer or executive must not trade in securities of Premier 
at any time while in possession of unpublished, price-sensitive information in relation to those 
securities. Before commencing to trade, an executive or officer must first obtain the approval of the 
Company Secretary or the Chairman. 

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

113 Premier Investments Limited

 
 
 
The Group has an induction process for all new Directors. All new Directors are provided with the key 

policies and procedures affecting the Group. The Board Charter provides for processes to ensure that 

new Directors are acquainted with knowledge of the industry within which the Group operates, and 

briefings with key executives where appropriate. 

In order for Directors to act in the best interest of the Group, Premier permits individual Directors to 

engage separate independent counsel or advisors at the expense of the Group in appropriate 

circumstances, with the approval of the Chairman or by resolution of the Board. 

3 

PRINCIPLE 3 – PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING 

3.1 

Code of Conduct  

The Board insists on the highest ethical standards from all officers and employees of Premier and is 

vigilant to ensure appropriate corporate professional conduct at all times. As such, the Board has 

adopted a Code of Conduct to provide a set of guiding principles which are to be observed by all 

Directors, senior executives and employees of Premier. The Code of Conduct is based on five 

principles that define the responsibility of Premier and all Directors and employees. These principles 

require that all directors and employees: 

foster a culture in which all stakeholders are treated with respect; 

act to ensure there is no conflict of interest between work and private affairs; 

provide a safe workplace for employees and visitors; 

are honest, legal, fair and trustworthy in dealings and relationships; and 

develop a culture where professional integrity and ethical behaviour is valued in rewarded. 

Premier is committed to the safe and ethical manufacture, sourcing and supply of goods and services. 

As such, Premier is committed to sourcing merchandise that is produced according to the Group’s 

strict principles of safe working conditions, where human rights are respected and people have free 

right of association. Premier will only deal with vendors who at least provide the working conditions 

and benefits stipulated by law and whose workers (employees and contractors) are treated and 

compensated fairly and not exposed to physical harm. Refer to pages 14 to 15 of the Annual Report 

for the group’s Ethical Sourcing Statement. 

A copy of the Code of Conduct is provided to all new Directors and employees upon joining Premier. 

Additionally, standards by which all officers, employees and Directors are expected to act are 

contained in the Board Charter and in Premier’s share trading policy. These include standards and 

expectations relating to:  

insider trading and employee security trading;  

conflicts of interest;  

confidentiality; and  

privacy.  

Under the Group’s share trading policy, an officer or executive must not trade in securities of Premier 

at any time while in possession of unpublished, price-sensitive information in relation to those 

securities. Before commencing to trade, an executive or officer must first obtain the approval of the 

Company Secretary or the Chairman. 

 

 

 

 

 

 

 

 

 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

2.6 

New Director Induction and Professional Development  

3.1 

Code of Conduct (continued) 

During the 2015 financial year, Premier’s share trading policy permits key management personnel and 
their associates to trade in the Company’s securities during the following window periods: 

The committee consists of three members, who as at the date of this report are: 

 

within 6 weeks after the release of the Company’s half year results to the ASX;  

 

Name 
David Crean 
 
Frank Jones 

Date Appointed 
1 August 2010 

7 September 1995 

within 6 weeks after the release of the Company’s preliminary final report to the ASX; and 

the rights trading period when the Company has issued a prospectus for those rights. 

Gary Weiss 

As required by the ASX listing rules, the Company notifies the ASX of any transaction conducted by 
1 August 2010 
Directors in the securities of the Company.  

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

4.2.  Composition  

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

Consistent with the Corporations Act, Premier’s conflict of interest policy requires that where an item of 
business is proposed to be discussed at any meeting of Directors, and discussion of that matter may 
give rise to a conflict of interest on the part of a Director, that Director must not be present while the 
matter is being considered and must not vote on that matter (unless the other directors pass a 
resolution permitting that director to be present or vote). The Board Charter permits Directors who may 
be in a position of conflict to request that the meeting be postponed or temporarily adjourned to enable 
The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
him or her to seek legal advice on whether he or she can be present while the matter in question is 
financial year, the Audit and Risk Committee met three times.  
being considered and vote on the matter in question. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

ASX Recommendation 3.1 recommends that a company disclose its code of conduct or a summary of 
that code. Premier has implemented a formal code of conduct and this code, as well as Premier’s 
share trading policy, is available on Premier’s website. 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  
4 

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING 

Audit Committee  

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
4.1 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

In accordance with ASX Recommendation 4.1, the Board has established an Audit and Risk 
Committee. This committee’s role and responsibilities, as well as composition, structure and 
membership requirements, are set out in a formal charter approved by the Board, in accordance with 
ASX Recommendation 4.1. A summary of this Charter can be found on Premier’s website.  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

Premier’s Audit and Risk Committee supports and advises the Board in fulfilling its corporate 
governance and oversight responsibilities in relation to Premier’s financial reporting, internal control 
structures, ethical standards and risk management framework and systems.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

The Audit and Risk Committee’s prime responsibilities include:  

 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
reviewing the appropriateness of the accounting policies and principles, any changes to those 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
policies and principles and the methods of applying them to ensure that they are in 
• the convening of meetings;  
accordance with Premier’s stated financial reporting framework;  
• the form and requirements of the notice;  
reviewing the nomination, performance, independence and competence of the external 
• the chairperson and quorums; and  
auditor;  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

meeting periodically with key management, external auditors and compliance staff to 
understand Premier’s control environment; and  

 

 

 

• annual and half‑yearly reports;  

examining and evaluating the effectiveness of the internal control system with management 
and external auditors. 

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.1. The committee 
comprises a majority of independent Directors, consists of only Non-Executive Directors and the Chair 
of the committee is also independent.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 114

 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

4.1 

Audit Committee (continued) 

During the 2015 financial year, the committee consisted of three members at any one time: 

The committee consists of three members, who as at the date of this report are: 

Appointed 

Name 

Position in Committee 

David Crean 

August 2010 

Chairperson 

Timothy Antonie 

Name 
David Crean 

Frank Jones 

Sally Herman 

Frank Jones 

Gary Weiss 

Gary Weiss 

October 2014 

October 2014 

Date Appointed 
1 August 2010 

September 1995 (retired from the committee 
October 2014) 

7 September 1995 

1 August 2010 

August 2010 (retired from the committee 
October 2014) 

Non-Executive Director 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Non-Executive Director 

Non-Executive Director 

Non-Executive Director 

The Audit and Risk Committee Charter requires the committee to be structured so that: 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 
 

all members are financially literate, that is, are able to read and understand financial 
statements; 

4.2.  Composition  

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

at least one member has financial expertise, that is, is an accountant or financial professional 
with experience of financial and accounting matters; and 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

some members have an understanding of the industry in which the Group operates. 

 

 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

The Audit and Risk Committee met on four occasions during the year. Each of the meetings was 
attended by all three members of the Committee. Further information on attendance at Board and 
committee meetings are set out in the Directors’ Report on page 10. 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

Details of the respective Directors’ qualifications, skills, directorships and experience are set out in the 
Directors’ Report at page 2. 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. The 
CEO (when appointed) will have a standing invitation to attend each scheduled meeting of the Audit 
and Risk Committee and a standing invitation has also been extended to Premier’s external auditors.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may 
attend if they wish. Other senior managers and external advisers may also be invited to attend 
meetings of the Audit and Risk Committee. The Audit and Risk Committee may request management 
and/or others to provide such input and advice as required.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Under the Audit and Risk Committee Charter, the committee is responsible for establishing procedures 
and making Board recommendations regarding external auditors, monitoring the effectiveness and 
Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
independence of the external auditor, reviewing the scope of the external audit, discussing with the 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
external auditor any significant disagreements with management, and meeting with the external 
• the convening of meetings;  
auditor without management present at least twice a year. 
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

In accordance with the Corporations Act, the external audit engagement partner is required to rotate at 
least once every five financial years. Ernst & Young was appointed as Premier’s external auditor in 
May 2002.  

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

115 Premier Investments Limited

 
 
 
 
 
 
 
 
During the 2015 financial year, the committee consisted of three members at any one time: 

Position in Committee 

Chairperson 

Non-Executive Director 

Non-Executive Director 

Name 

Appointed 

David Crean 

August 2010 

Timothy Antonie 

October 2014 

Sally Herman 

October 2014 

October 2014) 

October 2014) 

Frank Jones 

September 1995 (retired from the committee 

Non-Executive Director 

Gary Weiss 

August 2010 (retired from the committee 

Non-Executive Director 

The Audit and Risk Committee Charter requires the committee to be structured so that: 

 

 

 

all members are financially literate, that is, are able to read and understand financial 

statements; 

at least one member has financial expertise, that is, is an accountant or financial professional 

with experience of financial and accounting matters; and 

some members have an understanding of the industry in which the Group operates. 

The Audit and Risk Committee met on four occasions during the year. Each of the meetings was 

attended by all three members of the Committee. Further information on attendance at Board and 

committee meetings are set out in the Directors’ Report on page 10. 

Details of the respective Directors’ qualifications, skills, directorships and experience are set out in the 

Directors’ Report at page 2. 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. The 

CEO (when appointed) will have a standing invitation to attend each scheduled meeting of the Audit 

and Risk Committee and a standing invitation has also been extended to Premier’s external auditors.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may 

attend if they wish. Other senior managers and external advisers may also be invited to attend 

meetings of the Audit and Risk Committee. The Audit and Risk Committee may request management 

and/or others to provide such input and advice as required.  

Under the Audit and Risk Committee Charter, the committee is responsible for establishing procedures 

and making Board recommendations regarding external auditors, monitoring the effectiveness and 

independence of the external auditor, reviewing the scope of the external audit, discussing with the 

external auditor any significant disagreements with management, and meeting with the external 

auditor without management present at least twice a year. 

In accordance with the Corporations Act, the external audit engagement partner is required to rotate at 

least once every five financial years. Ernst & Young was appointed as Premier’s external auditor in 

May 2002.  

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

4.1 

Audit Committee (continued) 

4.2 

CEO and CFO certification 

In accordance with section 295A of the Corporations Act, the Company Secretary, who performs the 
CFO functions, has provided a written statement to the Board that, in the Company Secretary’s 
opinion: 

The committee consists of three members, who as at the date of this report are: 

 

Name 
David Crean 
 
Frank Jones 

Gary Weiss 

 

Premier’s financial records for the 2015 financial year have been maintained in accordance 
with section 286 of the Corporations Act; 

Premier’s financial statements, and the notes referred to in the financial statements, for the 
2015 financial year comply with the accounting standards; and 

7 September 1995 

Date Appointed 
1 August 2010 

1 August 2010 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Premier’s financial statements and notes for the 2015 financial year give a true and fair view 
of Premier’s financial position and performance. 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

In addition, the Company Secretary has provided a written statement to the Board that: 

4.2.  Composition  

 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

the view provided on the Group’s financial report is founded on a sound system of risk 
management and internal compliance and control which implements the financial policies 
adopted by the Board; and 

 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
the Group’s risk management and internal compliance and control system is operating 
financial year, the Audit and Risk Committee met three times.  
effectively in all material aspects. 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

The Board notes that due to its nature, internal control assurance from the Company Secretary can 
only be reasonable rather than absolute. This is due to such factors as the need for judgement, the 
use of testing on a sample basis, the inherent limitations in internal control and because much of the 
evidence available is persuasive rather than conclusive and therefore is not and cannot be designed 
to detect all weaknesses in control procedures.  

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

In response to this, internal control questions are required to be completed by key management 
personnel of all significant business units in support of these written statements.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

External auditor attendance at annual general meetings 

4.3 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

The external auditor, Ernst & Young, attends Premier’s annual general meetings and is available to 
respond to questions from Premier’s members about its independence as auditor, the preparation and 
content of the Auditor’s Report and Premier’s accounting policies adopted in relation to the financial 
statements. 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

5 
Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
5.1   Continuous disclosure obligations 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

During the 2015 financial year, Premier maintained a policy to ensure that it complied with its 
continuous disclosure obligations under the ASX Listing Rules, the ASX Recommendations and the 
Corporations Act, and to ensure that all investors have equal and timely access to material and price 
sensitive information. A copy of Premier’s Continuous Disclosure Policy has been disclosed on 
Premier’s website.  

Under this policy, the Board will, as soon as it becomes aware of information concerning Premier that 
would be likely to have a material effect on the price or value of Premier’s securities, ensure that 
information is notified to the ASX. 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Premier has appointed a Compliance Officer to accept reports from personnel relating to price 
sensitive information. The Compliance Officer is primarily responsible for ensuring that Premier 
complies with its disclosure obligations under the Corporations Act and the ASX Listing Rules, and for 
deciding what information will be disclosed. Additionally, all managers are required to keep up to date 
with all matters within their responsibility which may be or become material to Premier in this respect. 

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 116

 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

6 

PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

6.1 

Provide information about itself and its governance via website 

The committee consists of three members, who as at the date of this report are: 

Premier provides information about itself and its governance via its website. Shareholders, regulators 
and the wider investment community are able to view Premier’s corporate governance policies and 
materials through its website. Premier also provides convenient access to all ASX announcements, 
market disclosures, annual and half yearly reports and full text of notices and accompanying materials 
via the Premier website. 

Date Appointed 
1 August 2010 

Name 
David Crean 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Frank Jones 
6.2 
Gary Weiss 

Promoting two-way communication with investors 

7 September 1995 

1 August 2010 

Premier endeavours to encourage and promote effective communication with its shareholders. 
Premier’s Constitution sets out the procedures to be followed regarding:  

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 
 

the convening of meetings;  

4.2.  Composition  

 

the form and requirements of the notice;  

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

the chairperson and quorums; and  

 

 

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

the voting procedures, proxies, representations and polls.  

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are 
informed of all major developments affecting Premier in a timely and effective manner. Information is 
communicated in a number of ways including: 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

annual and half yearly reports;  

 

market disclosures in accordance with the continuous disclosure protocol;  

 

 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  
announcements on Premier’s website; and  

updates on operations and developments;  

 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

market briefings and presentations at general meetings.  

 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Send and receive communication electronically 

Encourage participation at annual general meetings 

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
6.3 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, 
meetings are held during normal business hours and at a place convenient for the greatest possible 
number of shareholders to attend. The full text of notices and accompanying materials are included on 
Premier’s website. Information is presented in a clear and concise manner designed to provide 
shareholders and the market with full and accurate information. 

Premier’s share registry provides shareholders with the option to receive communications 
electronically.  

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
6.4 
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
7 
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

The Board has overall responsibility to ensure that there is a sound system of risk management and 
internal controls across the business. One of the primary responsibilities of the Board is to identify, 
assess, monitor and manage risk. Additionally, the Board is responsible for identifying material 
changes in Premier’s risk profile to ensure that Premier can take advantage of potential opportunities 
while managing potential adverse effects. 

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK  

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

117 Premier Investments Limited

 
 
 
 
 
 

 

 

 

 

 

 

 

 

6 

PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

6.1 

Provide information about itself and its governance via website 

Premier provides information about itself and its governance via its website. Shareholders, regulators 

and the wider investment community are able to view Premier’s corporate governance policies and 

materials through its website. Premier also provides convenient access to all ASX announcements, 

market disclosures, annual and half yearly reports and full text of notices and accompanying materials 

via the Premier website. 

6.2 

Promoting two-way communication with investors 

Premier endeavours to encourage and promote effective communication with its shareholders. 

Premier’s Constitution sets out the procedures to be followed regarding:  

the convening of meetings;  

the form and requirements of the notice;  

the chairperson and quorums; and  

the voting procedures, proxies, representations and polls.  

Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are 

informed of all major developments affecting Premier in a timely and effective manner. Information is 

communicated in a number of ways including: 

annual and half yearly reports;  

market disclosures in accordance with the continuous disclosure protocol;  

updates on operations and developments;  

announcements on Premier’s website; and  

market briefings and presentations at general meetings.  

6.3 

Encourage participation at annual general meetings 

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, 

meetings are held during normal business hours and at a place convenient for the greatest possible 

number of shareholders to attend. The full text of notices and accompanying materials are included on 

Premier’s website. Information is presented in a clear and concise manner designed to provide 

shareholders and the market with full and accurate information. 

6.4 

Send and receive communication electronically 

Premier’s share registry provides shareholders with the option to receive communications 

electronically.  

7 

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK  

The Board has overall responsibility to ensure that there is a sound system of risk management and 

internal controls across the business. One of the primary responsibilities of the Board is to identify, 

assess, monitor and manage risk. Additionally, the Board is responsible for identifying material 

changes in Premier’s risk profile to ensure that Premier can take advantage of potential opportunities 

while managing potential adverse effects. 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

7.1 

Audit and Risk Committee  

The Board has delegated responsibility for the identification, assessment and management of risks 
relating to both Premier’s internal and external controls to Premier’s Audit and Risk Committee. The 
The committee consists of three members, who as at the date of this report are: 
risk management functions of the Audit and Risk Committee include:  

 

Name 
David Crean 
 
Frank Jones 

Gary Weiss 

 

examining and evaluating the effectiveness of the internal control system with management 
and external auditors;  

assessing existing controls that management has in place for unusual transactions or 
transactions that may carry more than an accepted level of risk;  

7 September 1995 

Date Appointed 
1 August 2010 

1 August 2010 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

meeting periodically with key management, external auditors and compliance staff to 
understand Premier’s control environment;  

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 
 

receiving reports concerning all suspected and actual frauds, thefts, breaches of the law and 
key risk areas; and  

4.2.  Composition  

 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

assessing and ensuring that there are internal processes for determining and managing key 
areas, such as important judgments and accounting estimates.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
The Audit and Risk Committee has the authority to: 
financial year, the Audit and Risk Committee met three times.  

 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

request management or others to attend meetings and to provide any information or advice 
that the Committee requires;  

 

 

access the Company’s documents and records; 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
obtain the advice of special or independent counsel, accountants or other experts, without 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  
seeking approval of the Board or management; and 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

approach management and external auditors for information. 

 

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

As outlined in section 4.1 of this corporate governance statement, a summary of Premier’s Audit and 
Risk Committee charter can be found on Premier’s website. This summary addresses Premier’s 
policies for the oversight and management of material business risks. 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
7.2   Risk management framework 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

The responsibility for managing risk on a day-to-day basis lies with the management of each business 
operation. Additionally, independent risk management audits of site operations are carried out 
regularly and a quarterly report is prepared for the Board which reviews the risk management and 
Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
insurances of the Group. The Board received four of these reports during the 2015 financial year. The 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
evaluation of the Group’s risk management framework is an on-going process, rather than a formal 
annual review. 
• the convening of meetings;  
• the form and requirements of the notice;  
7.3  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

During the 2015 year, the Audit and Risk Committee met with an external consultant to independently 
evaluate the risk management and internal control processes throughout the Group. The external 
consultant reports directly to the Audit and Risk Committee and provides the committee with quarterly 
reports on the risk management and internal control processes of the Group. 

Internal audit function 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 118

 
 
 
 
 
 
 
 
 
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

7.4 

Economic, environmental and social sustainability risks 

The committee consists of three members, who as at the date of this report are: 

As evidenced from its Code of Conduct, the Premier Board is committed to conducting business in an 
environmentally responsible and ethical manner. The Board recognises the importance of respecting 
its stakeholders, including employees, shareholders, customers and suppliers. To this extent, a 
subsidiary company of Premier Investments Limited, Just Group Limited is a signatory to the 
Australian Packaging Covenant, a voluntary, industry-regulated formal agreement between 
government and industry which provides companies with the tools to be more involved in reducing the 
impact on the environment through sustainable packaging design, recycling and product stewardship. 
Refer to pages 11 to 13 of the Annual Report for the Group’s Commitment to Business Sustainability. 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Date Appointed 
1 August 2010 

7 September 1995 

1 August 2010 

Name 
David Crean 

Frank Jones 

Gary Weiss 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
page 2. 

The Premier Board also recognises its commitment to the safe and ethical manufacture and supply of 
goods and services. During October 2013, Just Group Limited became a signatory to the Alliance for 
Bangladesh Worker Safety, a binding five year commitment to work with some of the world’s largest 
apparel retailers to invest in worker safety, improved conditions and transparent reporting in a 
measurable and verifiable way. Refer to pages 14 to 15 of the Annual Report for the Group’s Ethical 
Sourcing Statement. 

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

4.2.  Composition  

Remuneration Committee  

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 

8 
The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  
8.1 
The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

During the 2015 financial year, Premier maintained a formal remuneration committee in accordance 
with ASX Recommendation 8.1. The Remuneration and Nomination Committee supports and advises 
the Board on the remuneration policies and practices of Premier. The remuneration purposes of the 
committee include: 

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

 

 

review and make recommendations to the Board on remuneration packages and policies 
The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
applicable to senior executives and Directors;  
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

define levels at which the Chief Executive Officer must make recommendations to the 
committee on proposed changes to remuneration and employee benefit policies;  

 

ensure that remuneration packages and policies attract, retain and motivate high calibre 
executives; and  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

ensure that remuneration policies demonstrate a clear relationship between key executive 
performance and remuneration.  

 

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

The roles and responsibilities of the Remuneration and Nomination Committee are set out in Premier’s 
Board Charter, a summary of which is provided on Premier’s website. 

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
The Remuneration and Nomination Committee consists of three members, all of whom are Non-
• the convening of meetings;  
Executive Directors. The composition and number of meetings held and attended by members of the 
• the form and requirements of the notice;  
Remuneration and Nomination Committee are outlined in section 2.1 of this corporate governance 
• the chairperson and quorums; and  
statement.  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

119 Premier Investments Limited

 
 
 
 
 
 
 
 
 
As evidenced from its Code of Conduct, the Premier Board is committed to conducting business in an 

environmentally responsible and ethical manner. The Board recognises the importance of respecting 

its stakeholders, including employees, shareholders, customers and suppliers. To this extent, a 

subsidiary company of Premier Investments Limited, Just Group Limited is a signatory to the 

Australian Packaging Covenant, a voluntary, industry-regulated formal agreement between 

government and industry which provides companies with the tools to be more involved in reducing the 

impact on the environment through sustainable packaging design, recycling and product stewardship. 

Refer to pages 11 to 13 of the Annual Report for the Group’s Commitment to Business Sustainability. 

The Premier Board also recognises its commitment to the safe and ethical manufacture and supply of 

goods and services. During October 2013, Just Group Limited became a signatory to the Alliance for 

Bangladesh Worker Safety, a binding five year commitment to work with some of the world’s largest 

apparel retailers to invest in worker safety, improved conditions and transparent reporting in a 

measurable and verifiable way. Refer to pages 14 to 15 of the Annual Report for the Group’s Ethical 

Sourcing Statement. 

8 

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY 

8.1 

Remuneration Committee  

During the 2015 financial year, Premier maintained a formal remuneration committee in accordance 

with ASX Recommendation 8.1. The Remuneration and Nomination Committee supports and advises 

the Board on the remuneration policies and practices of Premier. The remuneration purposes of the 

committee include: 

 

 

 

 

review and make recommendations to the Board on remuneration packages and policies 

applicable to senior executives and Directors;  

define levels at which the Chief Executive Officer must make recommendations to the 

committee on proposed changes to remuneration and employee benefit policies;  

ensure that remuneration packages and policies attract, retain and motivate high calibre 

executives; and  

ensure that remuneration policies demonstrate a clear relationship between key executive 

performance and remuneration.  

The roles and responsibilities of the Remuneration and Nomination Committee are set out in Premier’s 

Board Charter, a summary of which is provided on Premier’s website. 

The Remuneration and Nomination Committee consists of three members, all of whom are Non-

Executive Directors. The composition and number of meetings held and attended by members of the 

Remuneration and Nomination Committee are outlined in section 2.1 of this corporate governance 

statement.  

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

CORPORATE GOVERNANCE STATEMENT (CONTINUED) 
CORPORATE GOVERNANCE STATEMENT (CONTINUED) 

7.4 

Economic, environmental and social sustainability risks 

8.2 

Remuneration policy 

Premier’s remuneration policies are both reasonable and responsible, and they establish a link 
between remuneration and performance. Further details regarding Premier’s remuneration practices 
are set out in the Remuneration Report on pages 11 to 32 of the Financial Report. 

The committee consists of three members, who as at the date of this report are: 

Name 
David Crean 

Frank Jones 

Premier clearly distinguishes the structure of Non-Executive Directors’ remuneration from that of 
Executive Directors and senior executives. Non-Executive Directors’ remuneration is capped at a 
maximum of $1,000,000 per annum. During the 2015 financial year a total of $805,000 was paid by 
way of remuneration to Premier’s Non-Executive Directors. 

Date Appointed 
1 August 2010 

7 September 1995 

Position in Committee 
Chairperson 
Non‑Executive Director 
Non‑Executive Director 

Premier has not established any schemes for retirement benefits for Non-Executive Directors (other 
than superannuation).  

1 August 2010 

Gary Weiss 

Details of the respective directors’ qualifications, skills, directorships and experience are set out in the Directors’ Report at 
8.3 
page 2. 

Equity-based Remuneration Schemes 

4.2.  Composition  

The Group’s equity based remuneration scheme is governed by the Performance Rights Plan 
(approved by shareholders during the 2014 annual general meeting). A summary of the Performance 
Rights Plan is available on the Premier website.  

The composition of the Audit and Risk Committee satisfies ASX Recommendation 4.2. The committee comprises a majority 
of independent directors and the chair of the committee is also independent.  

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. During the 2010/11 
financial year, the Audit and Risk Committee met three times.  

Executives are prohibited from entering into transactions to hedge or limit the economic risk of the 
securities allocated to them under the Performance Rights Plan, either before vesting or after vesting 
while the securities are held subject to restriction. Executives are only able to hedge securities that 
have vested and continue to be subject to a trading restriction and a seven-year lock, with the prior 
consent of the Board. 

The CEO  is invited to attend each scheduled meeting of the Audit and Risk Committee and a standing invitation is issued 
to the external auditors.  

Directors who are not members of the Audit and Risk Committee are notified of all meetings and may attend if they wish. 
Other senior managers and external advisers may also be invited to attend meetings of the Audit and Risk Committee. The 
Audit and Risk Committee may request management and/or others to provide such input and advice as required.  

No employees have any hedging arrangements in place. 

The Board has received a written statement from the CEO of Premier Retail and Company Secretary that Premier’s 
financial reports present a true and fair view in all material respects of Premier’s financial condition and operational results
and in accordance with relevant accounting standards.  

5  PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE  

During the 2010/11 financial year, Premier maintained a policy to ensure that it complied with its continuous disclosure 
obligations under the ASX Listing Rules, the ASX Recommendations and the Corporations Act, and to ensure that all 
investors have equal and timely access to material and price sensitive information. This policy is contained in Premier’s 
Board Charter which is summarised on the Company’s website.  

6  PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS  

Premier endeavours to encourage and promote effective communication with its shareholders, as prescribed by ASX 
Recommendation 6.1. Premier’s Constitution sets out the procedures to be followed regarding:  
• the convening of meetings;  
• the form and requirements of the notice;  
• the chairperson and quorums; and  
• the voting procedures, proxies, representations and polls.  
Premier’s strategy is to ensure that shareholders, regulators and the wider investment community are informed of all major 
developments affecting Premier in a timely and effective manner. Information is communicated in a number of ways 
including: 

• annual and half‑yearly reports;  

• market disclosures in accordance with the continuous disclosure protocol;  
• updates on operations and developments;  
• announcements on Premier’s website; and  
• market briefings and presentations at general meetings.  

Shareholders are encouraged to attend and participate at general meetings. To facilitate this, meetings are held during 
normal business hours and at a place convenient for the greatest possible number of shareholders to attend. The full text of 
notices and accompanying materials are included on Premier’s website. Information is presented in a clear and concise 
manner designed to provide shareholders and the market with full and accurate information. 

Annual Report 2015 120

 
 
 
 
 
 
 
 
 
ASX ADDITIONAL INFORMATION AS AT 30 SEPTEMBER 2015 

TWENTY LARGEST SHAREHOLDERS 

NAME 

CENTURY PLAZA INVESTMENTS PTY LTD 

J P MORGAN NOMINEES AUSTRALIA LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

CITICORP NOMINEES PTY LIMITED 

METREPARK PTY LTD 

NATIONAL NOMINEES LIMITED 

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD 
) 

BNP PARIBAS NOMS PTY LTD  

UBS NOMINEES PTY LTD 

DANCETOWN PTY LTD 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED  

LINFOX SHARE INVESTMENT PTY LTD 

SPRINGSAND INVESTMENTS PTY LTD 

ARGO INVESTMENTS LIMITED 

BNP PARIBAS NOMINEES PTY LTD  

BNP PARIBAS NOMINEES PTY LTD  

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED  

AMP LIFE LIMITED 

RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED  

MILTON CORPORATION LIMITED 

TOTAL FOR TOP 20: 

SUBSTANTIAL SHAREHOLDERS  

NAME 

CENTURY PLAZA INVESTMENTS PTY LTD AND ASSOCIATES 

PERPETUAL LIMITED AND ITS SUBSIDARIES 

AUSTRALIANSUPER PTY LTD 

AIRLIE FUNDS MANAGEMENT PTY LTD 

DISTRIBUTION OF EQUITY SHAREHOLDERS 

TOTAL 

% IC 

RANK 

51,569,400 

20,717,144 

13,128,775 

8,665,601 

8,235,331 

6,252,850 

5,581,904 

3,603,721 

3,082,070 

3,000,000 

2,827,846 

2,577,014 

1,437,699 

1,250,000 

1,125,954 

820,590 

773,042 

750,025 

713,946 

590,250 

32.98% 

13.25% 

8.40% 

5.54% 

5.27% 

4.00% 

3.57% 

2.30% 

1.97% 

1.92% 

1.81% 

1.65% 

0.92% 

0.80% 

0.72% 

0.52% 

0.49% 

0.48% 

0.46% 

0.38% 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

136,703,162 

87.42% 

TOTAL UNITS 

58,552,420 

18,644,969 

8,871,777 

8,322,930 

% IC 

42.43% 

11.92% 

5.70% 

5.36% 

Holders 

1 
TO 
1,000 

4,842 

1,001
TO
5,000

2,246

5,001
TO
10,000

362

10,001
TO
100,000

179

100,001 
TO 
(MAX) 

41 

TOTAL 

7,670 

Ordinary Fully Paid Shares 

1,864,522 

5,211,412

2,672,680

4,383,498

142,247,963 

156,380,075 

The number of investors holding less than a marketable parcel of 39 securities ($12.85 on 30 September 2015) 
is 212 and they hold 1,953 securities. 

VOTING RIGHTS 
All ordinary shares carry one vote per share without restriction. 

121 Premier Investments Limited

 
 
 
 
 
TOTAL 

% IC 

RANK 

ASX ADDITIONAL INFORMATION AS AT 30 SEPTEMBER 2015 

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD 

TWENTY LARGEST SHAREHOLDERS 

NAME 

CENTURY PLAZA INVESTMENTS PTY LTD 

J P MORGAN NOMINEES AUSTRALIA LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

CITICORP NOMINEES PTY LIMITED 

METREPARK PTY LTD 

NATIONAL NOMINEES LIMITED 

) 

BNP PARIBAS NOMS PTY LTD  

UBS NOMINEES PTY LTD 

DANCETOWN PTY LTD 

CORP A/C> 

LINFOX SHARE INVESTMENT PTY LTD 

SPRINGSAND INVESTMENTS PTY LTD 

ARGO INVESTMENTS LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED  

BNP PARIBAS NOMINEES PTY LTD  

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED  

51,569,400 

20,717,144 

13,128,775 

8,665,601 

8,235,331 

6,252,850 

5,581,904 

3,603,721 

3,082,070 

3,000,000 

2,827,846 

2,577,014 

1,437,699 

1,250,000 

1,125,954 

820,590 

773,042 

AMP LIFE LIMITED 
ASX ADDITIONAL INFORMATION AS AT 30 SEPTEMBER 2015 
RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED  

750,025 

713,946 

32.98% 

13.25% 

8.40% 

5.54% 

5.27% 

4.00% 

3.57% 

2.30% 

1.97% 

1.92% 

1.81% 

1.65% 

0.92% 

0.80% 

0.72% 

0.52% 

0.49% 

0.48% 

0.46% 

0.38% 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

MILTON CORPORATION LIMITED 

TOTAL FOR TOP 20: 

TWENTY LARGEST SHAREHOLDERS 
SUBSTANTIAL SHAREHOLDERS  

CENTURY PLAZA INVESTMENTS PTY LTD 
CENTURY PLAZA INVESTMENTS PTY LTD AND ASSOCIATES 

J P MORGAN NOMINEES AUSTRALIA LIMITED 
PERPETUAL LIMITED AND ITS SUBSIDARIES 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 
AUSTRALIANSUPER PTY LTD 

CITICORP NOMINEES PTY LIMITED 
AIRLIE FUNDS MANAGEMENT PTY LTD 

METREPARK PTY LTD 
DISTRIBUTION OF EQUITY SHAREHOLDERS 
NATIONAL NOMINEES LIMITED 

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD 
1,001
) 
TO
5,000

1 
TO 
1,000 

BNP PARIBAS NOMS PTY LTD  
Holders 
UBS NOMINEES PTY LTD 
Ordinary Fully Paid Shares 
DANCETOWN PTY LTD 

4,842 

2,246

590,250 

136,703,162 

87.42% 

51,569,400 
58,552,420 

20,717,144 
18,644,969 

13,128,775 
8,871,777 

8,665,601 
8,322,930 

8,235,331 

6,252,850 

10,001
5,581,904 
TO
100,000

3,603,721 

179

3,082,070 

5,001
TO
10,000

362

32.98% 
42.43% 

13.25% 
11.92% 

8.40% 
5.70% 

5.54% 
5.36% 

5.27% 

4.00% 

100,001 
TO 
(MAX) 

3.57% 

2.30% 

41 

1.97% 

1 

2 

3 

4 

5 

6 

7 
TOTAL 
8 

7,670 

9 

1,864,522 

5,211,412

2,672,680

4,383,498

3,000,000 

142,247,963 

156,380,075 

1.92% 

10 

TOTAL 

% IC 

RANK 

NAME 
NAME 

TOTAL 
TOTAL UNITS 

% IC 
% IC 

RANK 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED  
is 212 and they hold 1,953 securities. 
LINFOX SHARE INVESTMENT PTY LTD 

2,577,014 

2,827,846 

1.81% 

1.65% 

SPRINGSAND INVESTMENTS PTY LTD 
VOTING RIGHTS 
ARGO INVESTMENTS LIMITED 
All ordinary shares carry one vote per share without restriction. 

BNP PARIBAS NOMINEES PTY LTD  

BNP PARIBAS NOMINEES PTY LTD  

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED  

AMP LIFE LIMITED 

RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED  

RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED  

CENTURY PLAZA INVESTMENTS PTY LTD AND ASSOCIATES 

CENTURY PLAZA INVESTMENTS PTY LTD AND ASSOCIATES 

PERPETUAL LIMITED AND ITS SUBSIDARIES 

AUSTRALIANSUPER PTY LTD 

AIRLIE FUNDS MANAGEMENT PTY LTD 

MILTON CORPORATION LIMITED 

TOTAL FOR TOP 20: 

SUBSTANTIAL SHAREHOLDERS  

NAME 

1,437,699 

1,250,000 

1,125,954 

820,590 

773,042 

750,025 

713,946 

590,250 

0.92% 

0.80% 

0.72% 

0.52% 

0.49% 

0.48% 

0.46% 

0.38% 

136,703,162 

87.42% 

TOTAL UNITS 

58,552,420 

18,644,969 

8,871,777 

8,322,930 

% IC 

42.43% 

11.92% 

5.70% 

5.36% 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

DISTRIBUTION OF EQUITY SHAREHOLDERS 

DISTRIBUTION OF EQUITY SHAREHOLDERS 

Holders 

Holders 

1 

TO 

1,000 

4,842 

1,001

TO

5,000

2,246

5,001

TO

10,000

362

10,001

TO

100,000

179

100,001 

TO 

(MAX) 

41 

TOTAL 

7,670 

1 
TO 
1,000 

4,842 

1,001
TO
5,000

2,246

5,001
TO
10,000

362

10,001
TO
100,000

179

100,001 
TO 
(MAX) 

41 

TOTAL 

7,670 

Ordinary Fully Paid Shares 

1,864,522 

5,211,412

2,672,680

4,383,498

142,247,963 

156,380,075 

Ordinary Fully Paid Shares 

1,864,522 

5,211,412

2,672,680

4,383,498

142,247,963 

156,380,075 

The number of investors holding less than a marketable parcel of 39 securities ($12.85 on 30 September 2015) 

The number of investors holding less than a marketable parcel of 39 securities ($12.85 on 30 September 2015) 
is 212 and they hold 1,953 securities. 

VOTING RIGHTS 
All ordinary shares carry one vote per share without restriction. 

is 212 and they hold 1,953 securities. 

VOTING RIGHTS 

All ordinary shares carry one vote per share without restriction. 

Annual Report 2015 122

ASX ADDITIONAL INFORMATION AS AT 30 SEPTEMBER 2015 

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD 

TWENTY LARGEST SHAREHOLDERS 

NAME 

CENTURY PLAZA INVESTMENTS PTY LTD 

J P MORGAN NOMINEES AUSTRALIA LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

CITICORP NOMINEES PTY LIMITED 

METREPARK PTY LTD 

NATIONAL NOMINEES LIMITED 

) 

BNP PARIBAS NOMS PTY LTD  

UBS NOMINEES PTY LTD 

DANCETOWN PTY LTD 

CORP A/C> 

LINFOX SHARE INVESTMENT PTY LTD 

SPRINGSAND INVESTMENTS PTY LTD 

ARGO INVESTMENTS LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED  

BNP PARIBAS NOMINEES PTY LTD  

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED  

AMP LIFE LIMITED 

MILTON CORPORATION LIMITED 

TOTAL FOR TOP 20: 

SUBSTANTIAL SHAREHOLDERS  

NAME 

PERPETUAL LIMITED AND ITS SUBSIDARIES 

AUSTRALIANSUPER PTY LTD 

AIRLIE FUNDS MANAGEMENT PTY LTD 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

51,569,400 

20,717,144 

13,128,775 

8,665,601 

8,235,331 

6,252,850 

5,581,904 

3,603,721 

3,082,070 

3,000,000 

2,827,846 

2,577,014 

1,437,699 

1,250,000 

1,125,954 

820,590 

773,042 

750,025 

713,946 

590,250 

TOTAL UNITS 

58,552,420 

18,644,969 

8,871,777 

8,322,930 

32.98% 

13.25% 

8.40% 

5.54% 

5.27% 

4.00% 

3.57% 

2.30% 

1.97% 

1.92% 

1.81% 

1.65% 

0.92% 

0.80% 

0.72% 

0.52% 

0.49% 

0.48% 

0.46% 

0.38% 

% IC 

42.43% 

11.92% 

5.70% 

5.36% 

136,703,162 

87.42% 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AUDITOR 
Ernst & Young 
AUDITOR 
8 Exhibition Street 
Ernst & Young 
Melbourne Victoria 3000 
8 Exhibition Street 

Melbourne Victoria 3000 

SHARE REGISTER 

Computershare Investor Services 
Pty Limited 
SHARE REGISTER 
Yarra Falls 
Computershare Investor Services 
Pty Limited 
452 Johnston Street 
Yarra Falls 
Abbotsford Victoria 3067 
452 Johnston Street 
Telephone (03) 9415 5000 
Abbotsford Victoria 3067 

Telephone (03) 9415 5000 

LAWYERS 

Arnold Bloch Leibler 
LAWYERS 
Level 21 
Arnold Bloch Leibler 
333 Collins Street 
Level 21 
Melbourne Victoria 3000 
333 Collins Street 
Telephone (03) 9229 9999 
Melbourne Victoria 3000 

Telephone (03) 9229 9999 

CORPORATE DIRECTORY 

CORPORATE DIRECTORY 

A.C.N. 006 727 966 

A.C.N. 006 727 966 
DIRECTORS 

Solomon Lew (Chairman) 
DIRECTORS 
Frank W. Jones (Deputy Chairman – resigned 25 July 2015) 
Solomon Lew (Chairman) 
Dr. David M. Crean (Appointed Deputy Chairman – 25 July 2015) 
Frank W. Jones (Deputy Chairman – resigned 25 July 2015) 
Timothy Antonie (Lead Independent Director) 
Dr. David M. Crean (Appointed Deputy Chairman – 25 July 2015) 
Lindsay E. Fox 
Timothy Antonie (Lead Independent Director) 
Sally Herman 
Lindsay E. Fox 
Henry D. Lanzer 
Sally Herman 
Mark McInnes 
Henry D. Lanzer 
Michael R.I. McLeod 
Mark McInnes 
Dr. Gary H. Weiss 
Michael R.I. McLeod 

Dr. Gary H. Weiss 

COMPANY SECRETARY 

Kim Davis 
COMPANY SECRETARY 

Kim Davis 

REGISTERED OFFICE 

Level 53 
REGISTERED OFFICE 
101 Collins Street 
Level 53 
Melbourne Victoria 3000 
101 Collins Street 
Telephone (03) 9650 6500 
Melbourne Victoria 3000 
Facsimile (03) 9654 6665 
Telephone (03) 9650 6500 

Facsimile (03) 9654 6665 

WEBSITE 

www.premierinvestments.com.au 
WEBSITE 

www.premierinvestments.com.au 

EMAIL  

info@premierinvestments.com.au 
EMAIL  

info@premierinvestments.com.au 

123 Premier Investments Limited

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About this report

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Peter Alexander celebrated Mother’s Day 
this year with world-famous supermodel 
Christie Brinkley and her 16 year old daughter 
Sailor Brinkley-Cook. 

The campaign dubbed Super Mum, celebrated 
mothers of all ages and from all walks of life. 
Peter’s mum also featured in the heart-warming 
Mother’s Day campaign.

Pictured: 
Peter Alexander and his 
Mum, Julette Alexander.

Annual Report 2015 18