Contents
Our Strategy
Who We Are
Our Strategic Priorities and Performance Dashboard
Executive Letters
Letter from the Chairman
Letter from the Managing Director and Chief Executive Officer
Review of Segments
Group Performance –
Key Highlights and Summary of Financial Performance
Seven
The West
Risk Management, People and Sustainability
Risk Management and People
Sustainability
Governance
Board of Directors
Corporate Governance Overview
Directors’ Report
Remuneration Report
Lead Auditor’s Independence Declaration
Financial Statements
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Investor Information
Shareholder Information
Company Information
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4
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48
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126
Dancing with the Stars
1
Who We Are
Seven West Media is one of the most connected news,
sport and entertainment brands in Australia.
Reaching over 19 million Australians every month,
we create mass culture experiences and audience
impact on a scale that other brands can’t.
We’re there for Australians and our work matters
to millions. We unite Australia’s biggest viewing
audience, create Australia’s most-loved content and
tell important stories on a local and national scale.
As a forward-thinking and pioneering media
brand, we are also pushing the boundaries
of what is possible in the digital age. We
are audience focused and we are at
the forefront of redefining the media
landscape and shaping the future of
the content industry in Australia.
We are at the heart of national life in Australia and
our content drives conversations, creates emotional
connections with audiences, inspires, challenges
and entertains. We’re where the crowd is.
Seven West Media is a strong champion of diversity
on screen and off, and we bring diverse voices and
perspectives to the forefront and amplify stories
that matter to Australians.
Through our partnerships with
community organisations and charitable
groups, and with our own initiatives, we are
using the power of our platforms to inspire a
better “us”. We’re proud that our sustainability
strategy is making a real difference in areas
that matter to Australian individuals, families,
communities and businesses.
Broadcast
Digital
Other
2
3
Our Strategic Priorities and
Performance Dashboard
Seven West Media has an unrivalled ability to deliver the
biggest national audience across all demographics for our
commercial partners.
Our platforms reach over 19 million Australians every month,
across all screens and medias.
Over the past year, we have demonstrated continuing success against
the following strategic priorities:
Content Led Growth
Transformation
> Revitalise our entertainment
programming, creating momentum
to engage heartland Australia
> Sharpen our focus on being
an audience and sales-led
organisation
> Be the most relevant and exciting
offer to advertisers
> Explore a meaningful subscription
partnership play
> Redefine our working practices,
becoming more efficient and
effective
> Explore traditional and
non-traditional adjacencies
Capital Structure
and M&A
> Maintain focus to work down
debt and improve balance sheet
flexibility
> Explore M&A opportunities
Milestones Achieved
> #1 National TV Audience Share
> Successful extension of the AFL
and Cricket agreements
> New agreement with NBCU
improves our offering to key
demographics and adds to the
content available on 7plus
Milestones Achieved
> Completed first phase of investment
in dynamic trading platform, second
phase underway with completion
due mid-2024
> Digital earnings now greater than
49% of group earnings driven by
BVOD
> View Media Group investment
completed during the year that
expands the Seven Ventures
portfolio
Milestones Achieved
> Balance sheet flexibility maintained
> Net debt at $249 million and
leverage ratio at 0.9x
> Buyback program initiated and
$15.0m paid under this program
in FY23
4
Our strategy Seven West Media Limited Annual Report 2023 We are maximising our unrivalled scale,
reach and national brand to increase
the audience and revenue share
from our broadcast, digital and print
businesses.
our sport and entertainment offerings.
Seven has continued this performance
in the first half of the calendar year
2023, leading the year as the #1
national network in total people.
agreement with NBCUniversal (NBCU).
The NBCU agreement secures more
than 1,400 hours a year of content
across the 7Bravo linear channel and
7plus.
For the 2023 financial year, Seven
maintained its leadership as the most-
watched national television network
in Australia. Seven delivered more #1
results than any other network with our
content spine being supplemented by
Our content offering continues to
improve, with the Group successfully
extending our current AFL and Cricket
agreements during the year, with the
inclusion of digital rights for the first
time, as well as entering into a new
The Group continues to explore and
refine our strategy as we set the
foundation for the next phase of
our growth.
Strategic Outlook
Management has developed the next phase of the strategy to position Seven West Media for the future, which is
focused with digital at its core. This strategy builds on the foundations already set and prepares the business for
the impact of the new content agreements signed this year.
The most
connected
news, sport and
entertainment
brand in Australia
Accelerate our Digital Future
> Build Australia’s most loved and most watched free streaming service
with 7plus to drive maximum audience, revenue and profitability
> Create the future of sports streaming through our AFL & cricket launch
> Deliver new technology and tools to drive our digital growth
> Empower & upskill our people to lead our digital journey
Enhance and Elevate the Brand
> Re-imagine what 7 stands for in the market
> Reset the meaning of ‘7’ in the hearts and minds of Australia
> Build first choice for 7 across news, sport, and entertainment
> Demonstrate the power of Seven West in West Australia
Optimise the Business
> Double down on our national reach to lead in audience and revenue
> Optimise returns from existing asset base
> Drive an efficient business in order to be more effective
Partner for Growth
> Create a unique and future proofed SWM
> Drive audiences and revenue through partnership, industry and synergy
5
Letter from
the Chairman
Seven West Media performed well during the year, despite a softening of
the overall TV and wider advertising market, while our transformation to
a broadcast, print and digital business accelerates.
Digital earnings contributed over
49% of our overall earnings, with
highlights of the year including a
new agreement between Seven
Network and NBCUniversal to bring
NBCUniversal’s extraordinary content
portfolio to all Australians, live and free.
The agreement will deliver hundreds
of hours of content for 7plus across
12 months.
The deal sees Seven acquiring and
broadcasting NBCU’s scripted network
and cable dramas and comedies on
Seven and 7plus. Our new digital
channel 7Bravo is the recipient of
unique content and is experiencing an
exceptional take-up by viewers.
Another key development in the 2022-
23 financial year was the signing of
new media rights agreements with the
Australian Football League and Cricket
Australia, ensuring the most popular
winter and summer sports will remain
on Seven – live and free – for many
years to come. Importantly, the new
agreements give us digital rights to
both sports for the first time.
The combination of AFL and cricket will
give 7plus more than three billion minutes
of new content and it will change the
way sport is watched online.
We are delighted that the new OzTAM
Virtual Australia ratings system, known
as VOZ, is already supplying more
accurate data on our unparalleled
broadcast and digital audience. VOZ
is expected to drive higher revenue and
profits for Seven in the coming years.
The VOZ system measures the number
of viewers more accurately across
traditional TV and free-to-air apps
and digital channels, which are
broadcasting unique content that can
be accessed any time of the day on a
wide range of devices.
The total pool of revenue from this more
accurate measurement of audiences is
estimated to be worth $6.5 billion, and
we are confident we will pick up a major
share of the incremental revenue.
Following the Government’s election
commitment to legislate a prominence
framework, we have worked with the
industry and proposed a solution to
Government that retains free and
prominent carriage of our trusted
local TV services on connect TV.
We call on the Government to legislate
the prominence framework as soon as
possible.
The acquisition of Prime Media Group
has given us direct access to Australia’s
largest regional audience and provided
an expected fillip to our audience and
resultant expenditure by both large and
small advertisers on our broadcast and
digital platforms.
This was evidenced in our highly
successful 2022 Commonwealth Games
coverage, as well as across all of
Seven’s news, sport and entertainment
content throughout the year.
Seven Network continues to be the most
watched free to air network and digital
platform in Australia, reaching and
engaging 91% of the population, with
more than 13 million 7plus users.
Our free to air programs continue to
attract strong audience numbers from
dawn with Sunrise to late night, with
our general entertainment programs,
including The Voice and Farmer Wants
A Wife, backed up by news programs
that are building their audiences. Our
award-winning coverage of AFL, cricket
and horse racing again dominated the
ratings during the year.
” Seven Network continues to be the most watched free
to air network and digital platform in Australia, reaching
and engaging 91% of the population, with more than 13
million 7plus users.“
6
Executive Letters Seven West Media Limited Annual Report 2023 Meanwhile The West’s print operations,
with 21 titles across city and regional
areas in Western Australia, continue to
be enhanced by a compelling digital
offering, with exclusive podcasts
and other content tailored to largely
younger audiences.
A highlight for The West and Seven
in 2022 was the record $71.3 million
raised through Telethon, with the 103
beneficiaries creating life-changing
opportunities for the children of Western
Australia.
Our strategy to focus on content-led
growth and market-leading digital
assets, balanced by further cost
efficiencies across the board, have set
up the Group for another very strong
year.
On behalf of the Board, I thank you,
our shareholders, and our staff for your
ongoing support of Seven as we chart
an exciting new course in Australia’s
media sector.
Kerry Stokes AC
Chairman
7
Letter from the
Managing Director and
Chief Executive Officer
Over the past 12 months, our company has cemented its position as
Australia’s leading national total television business. We often talk
about that, but what does it actually mean?
It means we are the only company
with a truly national broadcast
network, covering all capital cities
and all corners of regional Australia.
It means we have a truly national
digital platform, including 7plus and
7NEWS.com.au. Add in our remarkable
print and digital business in Western
Australia and our national reach and
impact is unrivalled.
Of course, people increasingly don’t
think TV or digital when they turn to our
content. They are looking at screens
– a TV set, a mobile phone, a laptop,
a tablet – and it often doesn’t matter
what that screen is. What matters is the
content. I’m proud to say Seven West
Media has the best content, be it news,
sport or entertainment, regardless of
how people view and engage with it.
Moreover, we are an audience-first
company, 100% focused on what our
audiences want.
We deliver big audience numbers.
Just as important is our proven ability
to create and deliver mass culture
experiences, from the nightly news to
the AFL Grand Final, from the Bathurst
1000 to the finale of Farmer Wants A
Wife, and from Home and Away to the
FIFA Women’s World Cup. We curate,
shape and drive conversations with
Australian-made content.
Mass culture experiences happen
through television, which reaches and
grabs the attention of more Australians
than any other medium. Given the
depth, breadth and authenticity of
our content, Seven can create mass
culture experiences like no one else.
Our digital present
and future
The changes in the way people watch,
read and engage with our content
are reflected in how our company has
changed in recent years.
Seven West Media is now a business
with digital at its core. When we talk
about the screens of Seven we mean all
screens, including the digital versions
of the Seven Network and The West
Australian and digital-only products
such as 7plus and 7NEWS.com.au.
Over the past three years, our digital
earnings have grown at a compound
annual growth rate of more than 65% to
$139 million, well ahead of the market’s
growth and our competitors. Digital
earnings for FY23 were $139 million and
now accounts for 49% of underlying
group earnings, up from just 2% five
years ago.
Active users of 7plus stand at nearly
6 million and that is driving significant
minutes growth as average consumption
per user continues to increase.
People often think about BVOD services
such as 7plus as simply catch-up
TV, but in the case of 7plus, that is
wrong. 7plus offers more than 50 linear
channels across both broadcast and
FAST (Free Ad-Supported Streaming
Television) channels and over 62% of
content consumed is exclusive to 7plus,
that is, it is not on broadcast.
A large proportion of the minutes
watched on BVOD in Australia happen
on 7plus. That is an impressive result
when you consider it has been achieved
without any regular tier one digital
sports rights – something that is about
to change.
PwC has forecast that the BVOD
advertising market will grow from $520
million in 2022 to $1.6 billion by 2026.
In such a rapidly growing market, we
have two simple goals: to capitalise on
that growth and to capture our unfair
share of the market.
As always, content is at the heart of
everything we do and over the past
year or so, we have made significant
strategic content investments
specifically for 7plus.
Through our ground-breaking
NBCUniversal deal, which was
completed in October 2022, we
have secured more than 1,400 hours
a year of the world’s best premium
entertainment, reality and crime
content, running as both a live linear
channel (7Bravo) on broadcast and
7plus and on-demand. It’s a long-term
agreement designed specifically to
drive high-value female audiences to
7plus, and it is already working.
8
Executive Letters Seven West Media Limited Annual Report 2023 Another important development is
our partnership with Amazon, whose
technology is powering our recently
launched personalisation engine. 7plus
is the only BVOD platform in the market
to have personalisation. It’s a clear
differentiator versus our peers and it is
proving to be key in driving audience
engagement, retention and growth.
Using AI and ML models, it provides
content recommendations for every
individual user based on their viewing
behaviours, time of day preferences
and more, driving not only relevancy
but increased discoverability of our
deep library of more than 15,000 hours
of content. Early results have shown
the incredible impact this is having on
retention and daily active usage.
Personalised content shelves have
delivered a 20% to 50% increase
in minutes versus previous
consumption metrics.
Since the launch in January, we have
seen month on month growth in minutes
of 31.7%. We expect our NBCUniversal
content to deliver almost two billion
minutes across the full year.
We have also secured the digital
rights to Australia’s number one summer
and winter sports – cricket and the
AFL. It’s not overstating it to say that
the acquisition of these rights will be
the biggest change in the history of
Australian streaming.
When AFL and cricket go live on 7plus
from September 2024, it will mark
the first time they have ever been
offered live and for free on a streaming
platform. They will represent more
than 800 hours of live, tier one sport,
delivered across 50 weeks of the year.
The combination of AFL and cricket will
deliver more than three billion minutes of
consumed content annually; that’s the
equivalent of an Olympic Games every
year on 7plus, but far more monetisable.
It is content for 12 months of the year,
delivering consistent audience numbers
Monday to Sunday, not massive
peaks and troughs, and it’s right in the
middle of the audience segments that
advertisers want to reach.
9
” The success of Seven West Media is built on our
people, on and off camera, in our newsrooms and
across all our departments. Their talent, commitment
and enthusiasm has underpinned the transformation
of our company over the past four years, lifted us to
#1 and set us up for the future“.
Obviously, monetising this audience
is fundamental to how we make
money, and enhancing the advertising
experience and opportunity is a key
focus.
On a total audience basis, we are
securing BVOD CPMs on 7plus at
two times the level of metropolitan
broadcast, and three times the level of
regional broadcast. That’s a material
step up which is driven by our ability
to manage ad loads in order to reduce
wastage in BVOD, and by targeting and
data monetisation, which attracts a
CPM premium of about 30%.
Approximately 80% of our inventory is
sold with some form of data overlay
and targeting, driven by our own
first party data and existing data
partnerships with businesses including
Equifax, Credit Bureau and Ticketek.
This year we also secured an exclusive
partnership with Visa Consulting &
Analytics, giving us access to the
transactional data of the 60% of
Australians who hold a Visa card and,
just as importantly, access to Visa’s
advanced customer insights.
A key part of our digital transformation
is CODE7+, which will be the most
advanced trading platform in Australia.
It will enable our customers to buy
seamlessly and on a converged
basis across national broadcast
and BVOD; driving dynamic revenue
yield optimisation; and improving our
inventory utilisation by more effectively
managing campaign goals and
commitments.
The establishment of CODE7+ will be
completed in 2024 and will make us
more competitive in the $6.5 billion total
TV advertising market. Payback on the
approximately $40 million investment
in the new platform is expected within
18 months.
Winning audiences
Our owned national reach is
unmatched. We are the one place
to come and target all Australians,
reaching more than 91% every month,
which is a powerful proposition given
audience fragmentation. Thanks to
the acquisition of the assets of Prime
Media Group during 2021-22, Seven
is the only broadcaster that owns its
regional network. This gives us a strong
presence among the 9.3 million people
who live in regional Australia.
Audience reach doesn’t mean much
unless you are giving people what
they want to watch. The past year
has shown, yet again, that Seven has
that sought-after content, with the #1
evening news bulletin in 7NEWS (with
a growing margin over its closest rival),
the #1 breakfast TV program (Sunrise
has been #1 for 19 years and is set to
make it 20 years), the #1 morning TV
program, the #1 winter sport with the
AFL, the #1 summer sport with cricket,
the #1 game show with The Chase
Australia and the #1 local drama series
with Home and Away.
Our general entertainment slate
continues to perform well, with hits such
as Farmer Wants A Wife, The Voice,
Dancing With The Stars, Australian
Idol, SAS Australia, My Kitchen
Rules, Big Brother and more. No one
can match Seven’s sports line-up.
Headlined by the AFL and cricket, it
also includes Supercars, horse racing
and the recently concluded ICC World
Test Championship Final and the FIFA
Women’s World Cup.
VOZ
The launch of next-day Virtual Australia
(VOZ) audience data on 1 May this year
was a game changer for our industry,
and something Seven had been
championing for several years.
VOZ is a world-leading, independent,
third party verified audience
measurement system that provides
a single source of truth on the audience
reach across metropolitan and
regional TV and BVOD, de-duplicating
viewers and capturing co-viewing in
connected homes.
The next-day VOZ data is national and
rich. It creates one national dataset for
marketers and agencies. It reveals, for
the first time, the incremental audience
watching only on BVOD. Above all, it
shows how many people are actually
watching TV content, regardless of
the device.
VOZ demonstrates the increased
audience reach advertisers get when
buying across national broadcast and
BVOD, which we can then incrementally
monetise. Our test campaigns with
major advertisers adding BVOD as
incremental to their budget have
demonstrated 28% incremental reach
and the cost per reach point reducing
21% as a result.
The West
The West is an outstanding business,
dominating its market like no other news
brand in Australia with the most read
print and digital products in the state.
The West’s print and online products
reach 3.8 million people each month,
including three in four Western
Australians. That is the highest cross-
platform reach among Australia’s major
metropolitan mastheads.
10
Executive Letters Seven West Media Limited Annual Report 2023 In May we farewelled Andy Kay, who
retired as General Manager of Seven
Network Adelaide and our Head of
Olympics and Commonwealth Games.
Andy joined Seven in 1984 and went
on to become one of the Australian
television industry’s most respected and
successful executives. His experience,
talent and dedication to Seven have
been remarkable, and he made an
invaluable contribution to our business
and the Australian media industry. We
will miss him, and no one can fill Andy’s
shoes, but we were delighted to recruit
Vikki Friscic, one of the most highly
regarded media executives in Adelaide,
as Seven Adelaide’s new Managing
Director.
Finally, thank you to all our
shareholders and staff for your
support. The year ahead will bring
some challenges, but I firmly believe
our company is in a strong position to
deliver the content Australians want –
in the way they want to engage with it
– and to capitalise on the opportunities
the next 12 months will bring.
James Warburton
Managing Director and
Chief Executive Officer
In the 12 months to 31 March this year,
the Monday-to-Friday and Saturday
editions of The West Australian and
The Sunday Times increased their
readerships, now collectively reaching
778,000 people (aged 14 years and
over) in Western Australia each week.
Early trading indicates our underlying
revenue is tracking to FY23 market trend
in July and August, whilst September is
currently pacing ahead of last year. We
expect the total TV market to stabilise
during the second quarter as the
comparatives ease.
The West’s ongoing strategy of
holding the line on print, accelerating
the digital future and reducing costs
remains successful, with digital growth
offsetting the decline in print. Paywall
penetration is growing, with digital
subscriptions revenue up 17%.
Capital structure and M&A
Other assets include our venture
portfolio, through which we make
investments in businesses that we
can use our assets to help grow
predominantly in exchange for
advertising inventory. The portfolio
consists of several different consumer-
focused companies and is valued at
over $100 million. The most recent
and largest investment is ViewMedia
Group, a new property technology
business backed by Antony Catalano,
Thorney Investments and ANZ that
offers consumer and business solutions
in Australia’s $300 billion real estate
transactional market.
Outlook
Seven ended the 2022-23 financial
year with a 38.5% share of the total TV
advertising market and is targeting a
40% total TV revenue share in FY24.
The FY24 content schedule has been
optimised to maximise our total TV
audience.
Our FY24 Group operating costs will
be in the range of $1.26 billion to
$1.27 billion as we make investments
into content and digital capabilities,
however, will continue to look for ways
to drive efficiency into the business.
While advertising market conditions
have softened this year, analysis of
past cycles shows that following any
material retraction in advertising due
to economic cycles, there was a strong
recovery the year after – and in the
year after that, advertising revenue
for the TV sector was higher than the
previous year.
Of course, our company is very different
now compared to four years ago, with
a solid balance sheet that positions us
well to cycle softer market conditions,
and a strong digital focus.
Our people
The success of Seven West Media is
built on our people, on and off camera,
in our newsrooms and across all our
departments. Their talent, commitment
and enthusiasm has underpinned the
transformation of our company over the
past four years, lifted us to #1 and set
us up for the future.
One of the most significant moves over
the past year has been the combination
of our two Sydney operations, with
News and Public Affairs moving from
Martin Place to a refurbished, state-
of-the-art centre in Eveleigh. The move
means that for the first time in over 40
years, everyone in Sydney is at the
one site.
During the year we welcomed two new
senior executives: Chief Marketing
and Audience Officer, Melissa
Hopkins, and Chief People and Culture
Officer, Lucinda Gemmell. It’s great
to have both of them onboard and
they are already making a significant
contribution to our business.
11
Review of Segments
Seven West Media Limited Annual Report 2023
Group Performance
Key Highlights
12
Digital earnings
now make up
over
49%
of Group EBITDA
# 1
National TV network
third year in a row
Content line up locked in
until FY31
across AFL, Cricket and NBCUniversal agreements
inclusive of digital rights for all agreements
Net debt at
Leverage
$249m
0.9x
at year
end
Total TV audiences
growing on key assets;
unrivalled
reach
Australian Idol
13
Summary of Financial Performance
Revenue
Other income
Share of net profit of equity accounted investees
Revenue, other income and equity accounted profits
Operating expenses excluding depreciation and amortisation
EBITDA1
Depreciation and amortisation
EBIT2
Net finance costs
Profit before significant items and tax
Significant items excluding tax
Profit before tax
Tax expense
Profit after tax
Less: significant items including tax
Profit after tax excluding significant items
EBITDA margin
Basic EPS
Basic EPS excluding significant items net of tax
Diluted EPS
Diluted EPS excluding significant items net of tax
FY23
$’000
FY22
$’000
Change3,4
%
(3.3%)
(84.6%)
38.4%
(3.4%)
0.9%
(18.2%)
24.9%
(22.9%)
(0.7%)
(25.8%)
nm
(30.8%)
(30.5%)
(30.9%)
nm
(27.1%)
1,487,256
1,538,537
168
440
1,487,864
(1,208,119)
279,745
(41,479)
238,266
(35,210)
203,056
(7,015)
196,041
(50,294)
145,747
(562)
146,309
18.8%
9.4 cents
9.4 cents
9.2 cents
9.3 cents
1,092
318
1,539,947
(1,197,757)
342,190
(33,197)
308,993
(35,456)
273,537
9,854
283,391
(72,339)
211,052
10,293
200,759
22.2%
13.3 cents
12.7 cents
13.0 cents
12.4 cents
1 EBITDA relates to profit before significant items, net finance costs, tax, depreciation and amortisation.
2 EBIT relates to profit before significant items, net finance costs and tax.
3 Change percentages are calculated on whole dollars and not the rounded amounts presented.
4
“nm” means “not meaningful”
Better Homes and Gardens 2023 Cast
14
Review of Segments Seven West Media Limited Annual Report 2023 Seven West Media Limited reported a statutory profit before tax of $196.0 million
for the year ended 30 June 2023. This compares to a corresponding year statutory
profit before tax of $283.4 million. Excluding significant items, the current year
profit after tax of $146.3 million is down 27.1% on the previous year equivalent
profit of $200.8 million.
The Group delivered revenue including
share of equity accounted investees
profits of $1,487.9 million, down
3.4% versus the previous year. The
current macroeconomic inflationary
environment impacted the Group’s
revenue results during the year, with
the total TV advertising market down
7.9% in FY23. This was partially offset
by the continued benefits from the
Prime acquisition completed in FY22.
The Group’s position as a National TV
network continues to resonate in the
market.
Total Group costs, including
depreciation and amortisation,
increased $18.6 million representing
a 1.5% increase year on year. Group
costs increased during the year
due to the continued investment in
programming, the full year of costs in
relation to the Prime acquisition, as well
as impact from the high inflationary
environment impacting suppliers and
salary costs. These increases were
offset by the reduction in major sport
event costs with the broadcast of two
Olympic Games in FY22 compared to
the Commonwealth Games in FY23.
EBITDA relating to profit before
significant items, net finance costs,
tax, depreciation and amortisation of
$279.7 million was down 18.2% on the
previous year.
Significant item net costs before tax
of $7.0 million in the period, relates
to costs incurred for Major IT Project
implementation costs being partially
offset by fair value gains recognised on
the Group’s ventures portfolio and gain
on the sale of Pyrmont and Mackay
property sales. The implementation
costs relate to the build, configuration
and customisation costs incurred in
relation to a SaaS based project that
will deliver future economic benefits
for the Group, however, are required to
be expensed immediately under recent
changes to Accounting Standards.
Prior to this change, these costs would
have been capitalised and amortised
over the expected life of the software.
The prior year significant item net gains
before tax of $9.9 million included the
income received in the Prime Media
Group acquisition, disposal of GSTV,
reversal of onerous contracts, fair value
adjustments and write off of previously
capitalised borrowing costs as a result
of the debt refinancing.
During FY23, the Group commenced a
share buyback program that resulted in
the purchase of 36.5 million shares for
a total consideration of $15.0 million.
This represented approximately 23% of
the shares able to be purchased under
the program. This program has received
approval for the Board in August and
will continue in FY24.
7NEWS Sydney team
15
Review of Segments
Seven West Media Limited Annual Report 2023
Australian Idol – Channel 7 and 7plus
Balance Sheet
As at 30 June 2023, the Group’s assets
exceeded its liabilities by $378.8 million
(25 June 2022: $263.7 million). The
Group has positive net current assets
as at 30 June 2023 of $116.2 million
(25 June 2022: $18.4 million).
Other net cash outflows for the
year include payments for capital
expenditure, leases, share buyback
program and other investment
opportunities. Cashflow during FY22
was impacted by the acquisition of
Prime Media Group.
Net Debt
As at 30 June 2023, the Group held net
debt of $249.4 million, compared to
$256.5 million in the prior period.
The Group continues to see the benefit
from the improved terms negotiated
as part of the refinancing in October
2021, with these improved terms able
to partially offset movement in market
rates during the year. The Group has
been in compliance with its financial
covenants to date, including the period
ended 30 June 2023. Net debt / EBITDA
remains prudent at 0.9x, while interest
cover ratio was strong at circa 18.0x.
Cashflow
Cashflow continues to be robust
with net cash inflows of $19.5 million.
Operating cash inflows of $77.4m,
were down $82.8m and impacted by
the increase in tax payments during
the year.
Tax payments for the year of $85.6m
have increased on the back of the final
tax payment for FY22 and monthly tax
instalments paid in FY23. The prior year
tax cash flows relate to tax instalments
only paid in H2 of FY22.
Excluding tax payments, net operating
cash inflows of $163.0 million, were
down 13.2% on the prior year due to
movements in working capital. Working
capital during the year was impacted
by the revenue declines experienced
and the Group continued to invest in
its programming line-up.
Ventures
Seven West Ventures has expanded
during the financial year with the
finalisation of our investment into View
Media Group and the fair value uplift
on a number of these ventures.
View Media is a real estate digital
media and agent services business.
It comprises a suite of property
technology platforms which offer
consumer and business solutions in
Australia’s $300 billion real estate
transactional market. There is a clear
opportunity for View Media to disrupt
the property industry. It has a very
clear strategy that includes rolling up
strategic assets to build its position and
setting up group businesses such as
a listing portal, real estate marketing
agencies and AI driven property lead
platforms and services.
These ventures are opportunities where
we leverage the power of our assets
to unlock maximum growth potential
and drive long-term value creation.
The portfolio is focused on disruptive,
scalable businesses with a strong
consumer or media proposition.
16
Australian Idol
The Group continues to see
the benefit from the improved
terms negotiated as part of the
refinancing in October 2021,
with these improved terms able
to partially offset movement in
market rates during the year.
17
Review of Segments
Seven West Media Limited Annual Report 2023
Review of Segments
Seven
The Front Bar
18
Seven is Australia’s #1 National
Total Television company.
The acquisition of Prime in December
2021 has also strengthened our
proposition to advertisers. We are
pursuing the opportunity created by
Prime to increase our presence in
regional markets, especially through the
7plus platform. Our linear broadcast
now reaches more than 91% of
Australians, allowing us the opportunity
to increase our share of the $3.6 billion
FTA national TV and BVOD advertising
market.
ThinkTV reported that the total TV
advertising market decreased by 7.9%
to $3.6 billion in the financial year.
The content strategy continued
throughout the financial year, with
Seven’s content spine of Sunrise,
The Morning Show, The Chase, News,
Home & Away, Sport and tentpoles
delivering audience consistency and
strength. This programming line-up,
coupled with acquisition of Prime,
has resulted in Seven being the #1
National Total TV Network.
Seven’s strategy continues to focus
on acquiring, engaging and retaining
advertising-friendly audience
demographics. Our aim is to deliver
the best entertainment, news and sport
content to engage these audiences
at scale. The evolving entertainment
schedule is continuing to enrich the
demographic profile of the network
and enhances our proposition for
advertisers.
The evolving entertainment
schedule is continuing to enrich the
demographic profile of the network
and enhance our proposition for
advertisers.
Bruce McAvaney
19
Seven Network
Our programming slate resulted in the
Group continuing to deliver audience
consistency and strength and ensured
Seven retained its position as the #1
network for National audience share
for the third year running in FY23.
Our content strategy underpinned the
renegotiation of the AFL and Cricket
agreements, with the inclusion of digital
rights from FY25, and the new NBCU
agreement that commenced in mid-
January 2023. These long-term rights
secure the content foundation for the
network and will be the pillars for which
the remaining content library will be
based around.
Seven’s programming schedule begins
each day with Sunrise, which remains
Australia’s most-watched breakfast
show for a 20th consecutive financial
year. The Morning Show celebrated
its 15th birthday as the most-watched
morning show. Home and Away
continues to be the # 1 Australian
drama on free to air. Rounding out
Seven’s dominance throughout the day
is The Chase that provides the lead-in
to Seven’s market leading nightly news
service. It remains the most trusted
source of broadcast news in the country
with our evening 6pm news bulletin
continuing to average over 1 million
capital city viewers in 2022. Seven is
also the home of Australia’s #1 sport,
with the AFL.
For FY23, the Group achieved a 38.5%
total TV television revenue share, with
the second half share growing on
FY22. We remain focused on growing
our share into FY24 and have made
investments in our content line up in
FY24 and beyond to improve these
results.
Seven’s revenue decreased by 3.8% to
$1,315.9 million which was impacted
by the decrease in the advertising
market, being partially offset from the
full year contribution from the Prime.
Costs increased by 1.1% to $1,051.2
million, which also includes the full year
impact of the Prime transaction. EBIT
decreased 23.8% to $225.5 million.
Seven’s The Great Debate - The Final Showdown
20
Review of Segments Seven West Media Limited Annual Report 2023 Seven
Revenue
Costs
EBITDA
EBIT
FY23
$m
FY22
$m
Inc/(Dec)
%
1,315.9
1,367.9
(1,051.2)
(1,039.9)
264.7
225.5
328.0
295.8
(3.8%)
1.1%
(19.3%)
(23.8%)
We remain focused on growing our share into
FY24 and have made investments in our content line
up in FY24 and beyond to improve these results.
Farmer Wants A Wife Season 13
21
Review of Segments
Seven West Media Limited Annual Report 2023
Digital platforms
22
Seven’s Broadcast Video on Demand (BVOD) streaming platform
7plus streamed a total of 13.1 billion minutes in FY23, an increase of
1.4% year on year (excluding major sport events of Commonwealth
Games in FY23 and two Olympics in FY22).
greater opportunities for customers,
with the addition of BVOD, in their
future campaigns.
Total digital revenue included within
the Seven business increased by
1.0% during the year to $179.4 million.
7Digital EBITDA now represents over
49% of Group EBITDA.
Seven’s major events and tentpole
programming supported the continued
growth in consumption on 7plus,
building on the audiences that the
platform’s library content continues
to deliver.
Registered and verified users on 7plus
streaming platform finished FY23 at
13.5 million and 7plus is averaging
nearly 6 million active users on a
rolling 3 month basis.
The growing scale of 7plus’ registered
audiences, together with a series of
premium second-party data sharing
arrangements, continued to grow the
7REDiQ platform. 7REDiQ continues to
enhance our digital audience targeting
capabilities, unifying insights and data
analytics across the Group. This data
offering delivers premium revenue for
the Group and supports the growth
in the overall BVOD market as well as
Seven’s share of that market.
The Group continues to invest in the
7plus platform across all mediums, with
a focus on user experience and seeking
to continue to add innovative features,
functionality and optimisations. The
personalisation driving engine is one
of these features, which has been
developed in partnership with AWS and
has seen early results delivering 20-
50% increase in minutes versus previous
metrics. More features are regularly
added to continue to improve the user
experience.
The industry’s audience measurement
platform VOZ launched in May and is
starting to demonstrate the incremental
demand for BVOD, enabling the
delivery of premium experiences for
customers. Use of the data in case
studies has already shown that we
can drive incremental reach at the
same time delivering a reduction for
customers in cost per reach of greater
than 20%. This is expected to deliver
Registered and verified users on 7plus
streaming platform finished FY23 at 13.5
million and 7plus is averaging nearly 6 million
active users on a rolling 3 month basis.
23
Review of Segments
Seven West Media Limited Annual Report 2023
The West
24
West Australian Newspapers performed well during the year,
reaching over 400,000 subscribers and registered users.
Publications include The West
Australian, The Sunday Times, 19
regional publications, 11 suburban
newspapers and the State’s most
popular news website thewest.com.au
and perthnow.com.au.
back of award-winning journalism and
newspaper presentation. The West
Australian averages 358,000 print
readers every day and 497,000 on the
weekend. The Sunday Times averages
418,000 readers every weekend.
The West Australian news brand now
have a collective 4.5 million unique
monthly audience, an increase of 22%
since IPSOS measurement commenced
in August 2022. The strong performance
of thewest.com.au, perthnow.com.au,
West Regionals and growth from new
platforms launched during the year such
as Streamer.com.au and The Game
(App) all contributed to this growth.
The West continues to transform its
business with a strong focus on driving
a greater share of its revenue from
digital subscription and circulation,
through high quality local editorial. The
result of this focus is demonstrated in
the leading readership and circulation
results, as well as the strong growth
in digital subscriptions revenue, up
17% YoY.
In print, The West Australian Monday
to Friday continues to have the highest
market reach of any major metropolitan
weekday masthead in the nation,
with 15.9% of Western Australians
on average reading an issue of the
weekday edition. Average weekday
readership of The West Australian was
steady in the 12 months to March 2023.
The latest data from Roy Morgan
to March 2023 indicates circulation
numbers have risen 15% in the past
year for the Saturday newspaper and
52% for the Sunday newspaper on the
West Australian Newspapers,
alongside Seven, continues to benefit
from the landmark commercial
agreement to provide Google and
Facebook news content, supporting
The West’s investment in high quality
journalism and content. Evidence of this
investment includes a new ‘Subscribe
with Google’ marketing initiatives and
innovative digital products such as
streamer.com.au.
While economic conditions were strong
in WA, advertising conditions were
mixed. Strong retail trade continued
to translate into advertising spend.
However Automotive and Real Estate
are still affected by limited supply
and extremely volatile conditions
with multiple builders going into
administration. Travel is improving,
but still well down on pre COVID-19
spend levels.
Overall total revenue increased
$1.5 million or 0.9% to $170.8 million.
Rendering of services increased
$1.8 million or 19.7% due to an increase
in commercial printing. The West’s
advertising revenue declined 2.3%
in the year and circulation revenue
declined 1.1%.
Operating costs continue to be an
ongoing focus. The West’s costs
excluding depreciation & amortisation
increased $3.9 million or 2.9% to
$139.5 million in FY23. This was due
to an increase in newsprint costs of
$4.8 million or 35.6%, whilst personnel
costs were flat YoY.
WAN
Revenue
Costs
EBITDA
EBIT
FY23
$m
170.8
(139.5)
31.3
29.5
FY22
$m
169.3
(135.6)
33.7
33.2
Inc/(Dec)
%
0.9%
2.9%
(7.1%)
(11.1%)
25
Risk Management
and People
Risk Management
Seven West Media maintains sound risk management
systems in order to protect and enhance shareholder value.
The Board acknowledges that the management of business
risk is an integral part of the Group’s operations and that a
sound risk management framework, aligned to its strategy,
not only helps to protect established value, but can also
assist in identifying and capitalising on opportunities to
create value.
The table below sets out the key risks (in no particular order)
which could impact achievement of the Group’s strategic
objectives. These risks are actively monitored under our
risk management framework and there are processes in
place to identify, measure, evaluate, monitor and report
on each of them and then control or mitigate them, to the
extent possible. For more information on the Group’s risk
management framework refer to pages 37 to 43 of this
Annual Report for the Corporate Governance Statement.
Risk Management Framework – Key Risks and Mitigations
Strategic
Objective
Risk
Category
Content-led
Growth
Competition for key sports and
entertainment rights
The Group recognises the value of premium
content to its audiences and advertisers
and the importance of the Group securing
rights or creating attractive content at a
sustainable cost.
Structural change and new competitors
for audiences
The rapid transformation of the media
industry due to technological change
represents a material economic
sustainability risk for the Group.
Mitigations
The Group ensures a disciplined approach is maintained
in acquiring content rights and production resourcing.
For these rights acquired, the focus is on maximising
the revenue opportunities that these rights present,
including by targeting key demographics for advertisers
and demonstrating the return on advertising investment
through reliable measurement systems.
During the year, the Group secured an extension of its
Cricket and AFL rights with the inclusion of digital rights,
as well as the new NBCUniversal agreements covering
linear and digital content across the dedicated 7Bravo
and on-demand.
The Group is responding to and participating in this
change under its current strategic framework, including
via continued investment in the rapid digital transformation
of the Group.
The Group continues to target leadership in the most
valuable linear broadcast demographics which, together
with our 7plus Broadcast Video on Demand (“BVOD”)
service, allows for growth in audiences and greater
returns on the investments in content.
In addition, the Group’s data product, 7REDiQ, continues
to improve the outcomes for advertisers and viewers
through the delivery of better contextualised advertising.
26
Risk Management, People and Sustainability Seven West Media Limited Annual Report 2023 Risk Management Framework – Key Risks and Mitigations
Strategic
Objective
Risk
Category
Transformation Technological risk
There is an ongoing risk that the Group’s
technology may not be fit for purpose or
that major technology projects may not
be delivered to plan, impacting business
performance or requiring new investment.
There is also the risk that key technology
may fail resulting in loss of revenue and
audiences.
Regulatory change
The television industry is subject to a high
degree of regulation including broadcast
licence conditions. Changes to these
conditions can have a material impact on
the costs of operation and the ability of the
Group to compete with global competitors.
Cyber security risk
Noting the increasing frequency and severity
of cyber security attacks globally, there is a
risk that the Group’s systems may be subject
to such an attack. The Group recognises
that such incidents, should they occur, may
negatively impact financial and operational
performance. This can include the loss of
Group and customer data.
Capital Funding Availability
There is a risk to the availability of the
capital funding required to meet the Group’s
operating and strategic requirements. This
risk arises due to some or all of the following
factors:
> the structural changes in the media
industry; and
> the success of the Group’s content and
audience strategies.
Execution of M&A strategy
There is a risk that the M&A activity that is
entered into does not realise the expected
benefits and strategic alignment to the
Group’s strategy when it was entered into.
Capital
Structure
and M&A
Mitigations
The Group has increased its technology capabilities
through enhanced staffing expertise, project delivery
governance and reporting processes to better manage
this risk. The Group continues to manage risks which
could give rise to a failure in core operational systems
and processes through Business Continuity Planning
including system and site redundancy.
Management maintains a specialised expertise in regulatory
matters and participates in regulatory reviews through
direct engagement and via representation on a variety of
industry bodies. The Group continues to engage with the
Federal Government following the release of the Media
Reform Green Paper to participate in the creation of a
new regulatory framework for the future of the Australian
free-to-air industry.
All Group staff receive ongoing training to ensure that they
are aware of the risks that cyber attacks pose and their
role in preventing incidents from occurring.
The Group also continues to grow its investment in the
technical staff and systems required to appropriately
manage the potential adverse effects on the Group.
The Group has access to liquidity at reporting date
across its debt facilities and existing cash reserves. The
availability of funding is a key focus of the Group as it
executes its strategic objectives, and is monitored daily.
The Group debt facilities are due to expire in October 2024
and the Group maintains close discussion with lenders, as
it looks towards a refinancing of these facilities in the next
12 months.
The Group ensures that M&A transactions that are entered
into meet stringent hurdles to achieve the best possible
outcome for our shareholders. Detailed integration plans
accompany any M&A transaction so that any transaction
is successfully integrated.
The Group continues to benefit from its acquisition of the
Prime Media Group in December 2021 which expanded
our national reach and improved our total TV ad market
proposition to advertisers.
27
People
At Seven West Media, we understand that our people ensure our success and in return, we are committed to creating a
workplace where employees can fulfil their individual career aspirations and potential and that they are inspired by a high-
performance culture and rewarded for achievement and results.
Management works to promote a collaborative and innovative workplace that is safe, flexible, inclusive and that fosters
creativity and excellence. This ensures that the Company continues to meet the highest performance standards and serves the
evolving needs of our stakeholders, our customers and our audiences.
People Policies & Practices
We have a comprehensive set of frameworks that support our culture to build a high-performance workplace and drive our
focus on results, productivity and safety. Our purpose, strategy and values focus our efforts and determine how we measure
our success.
The intent of our people policies and practices is to create a workplace where employees are assured that:
> Minimum legal requirements are being met;
> Employees, as well as the Company are protected
> Best practices appropriate to the Company can
from the pressures of expediency; and
be documented and implemented;
> The Company’s values are promoted.
> Management decisions and actions are fair,
consistent and predictable;
Fundamental to building a high-performance culture are the Company’s strategic People pillars:
Transformation
Wellbeing & Safety
The continuity and resilience of our
business operations are crucial for
serving the needs of our people,
audience and customers, upholding
community trust and maintaining the
Company’s reputation. Our technology
infrastructure and platforms require
ongoing maintenance and updates to
ensure network, software applications
and hardware are resilient to ensure
we effectively mitigate risk across the
business.
Business processes are regularly
reviewed, and where necessary,
are either automated or non-core
activities are outsourced. The Company
continues to integrate and/ or create
synergies from M&A activity, driving
greater agility and alignment across
all relevant business functions. Our
flexible work practices include a range
of technological measures for those
employees who work remotely, to
maximise their safety and productivity.
We continue to implement employee
and industrial relations initiatives
across the business. New Enterprise
Agreements provide our people
with simpler and better agreements,
while aligning workplace terms and
conditions with community standards.
Seven West Media recognises the
value of effective workplace safety and
wellness as an integral part of how we
successfully manage our business. We
are committed to building a positive
health and safety culture, with a focus
on personal wellness, injury prevention
and the mitigation of risk through
maintaining high workplace safety and
wellness standards and performance.
With a comprehensive mental health
framework, strong risk management
processes and engaging wellness
initiatives, the business continues to
strive to improve in its safety outcomes,
including the Lost Time Injury Frequency
Rate (LTIFR) which continues to remain
below the industry benchmark. The
Company is also committed to providing
extra safety support to employees
during overseas deployments, wherever
they might be.
The Company provides specific
psychological support and 10 days’
paid leave per annum for employees
who are victims of domestic and/or
family violence.
With an increasing focus on mental
health, the Company has taken an
active focus on building awareness and
support for managing mental health
in our workplace. We have developed
and implemented a comprehensive
framework, which includes training,
initiatives and events tailored for
managers and employees to support
positive mental health. Particular
emphasis has been placed on delivering
programs on resilience across the
organisation, burnout and Vicarious
Trauma to our News and Broadcast
Operations team.
The Company’s wellness program
provides a range of benefits and
initiatives to optimise the physical
and mental health and wellness of
employees, including:
> Confidential counselling services
through our Employee Assistance
Program;
> Educational seminars on a variety of
health topics across our five Pillars
of Wellbeing – Work, Financial,
Physical, Mental and Community;
> Practical tools to manage stress and
mental health, such as introducing a
mental health app, ‘Calm’;
> Discounted offerings with fitness and
wellbeing partners;
> Flu vaccinations and skin checks; and
> Psychological risk training.
28
Risk Management, People and Sustainability Seven West Media Limited Annual Report 2023 Our annual wellness program calendar
includes regular events and initiatives
supporting our five Pillars of Wellbeing
that are delivered to employees
across the various locations in which
we operate. The calendar is reviewed
regularly to ensure it continues to
prioritise key health topics and is aligned
to the unique needs of our employees.
Performance & Reward
Reward and performance framework
and strategies are created to attract and
retain talented employees by rewarding
high performance and delivering superior
long-term results, while adhering to
sound risk management and governance
principles. We are committed to ensuring
that our remuneration and performance
approach supports positive, fair and
equitable outcomes for our people and
delivery of sustainable value for our
shareholders. Remuneration is not just
the direct amount of money paid to an
employee. It also involves non-financial
rewards and benefits.
The Board monitors our Remuneration
Policy and framework on an annual
basis to ensure it remains fit for purpose,
supports the Company’s strategy and
delivers on the intended design.
Reflecting the review undertaken during
FY23 which included feedback from our
shareholders, the Board has endorsed
revised performance hurdles for the
Long-term Incentive to be granted in
FY24 to our Managing Director and
CEO along with senior Executives. More
details on these changes are provided
in the FY23 Remuneration Report.
Over the past year, we continued to invest in the
growth, learning and development of our employees,
in particular communication skills, managing remote
teams and wellness training, support and seminars
while working remotely.
Talent & Development
Our talent and development framework
ensures that we create an environment
where continuous learning is part
of an employee’s development and
progression so that they can reach their
full potential. This drives leadership
capability and is an important channel
through which our culture is embedded
and reinforced.
Over the past year, we continued
to invest in the growth, learning and
development of our employees, in
particular communication skills,
managing remote teams and wellness
training, support and seminars while
working remotely.
Further online courses have been
completed by employees, including
compliance-related training for new
and existing employees (focusing on
cyber-security and fraud awareness,
anti-bribery and anti-money
laundering, privacy, mandatory training
under the Modern Slavery Act and other
compliance matters).
Mentoring, both internal and external,
has become a key feature of our
culture and plays an important role in
identifying and supporting leadership
development, while increasing
engagement and productivity.
Regular reviews, including setting key
performance indicators and ongoing
career development, are an important
part of performance measurement
and management, and support
the Company’s high-performance
ambitions. As well as encouraging
regular and ongoing feedback with
managers, the Company requires all
employees to have at least two formal
review sessions with their manager
each year. During these reviews,
employees are encouraged to raise,
discuss and respond to matters relating
to performance, training, further
education and development of required
skills and capabilities.
The Company has increased its focus
on increasing the pool of management
capability where high-potential
employees are identified and supported
through the Company. A thorough
talent and succession planning
process has resulted in a deeper
review of people and their potential
including opportunities for female
talent. A key objective is to further
embed gender diversity as an active
consideration in succession planning.
Executive level succession plans were
reviewed by the Board and provide
a diverse list of candidates for whom
development plans are created to
ensure preparedness to take on future
opportunities.
Culture, Engagement & EVP
Engagement and retention are
underpinned by the People Experience
(Px) which centres on four pillars –
Attract, Perform, Grow and Engage.
Employee engagement strategies
continue to evolve our Px initiatives
and programs such as ‘Moments That
Move Us’ on reward and recognition,
‘Spark’ mentoring program, ‘SWM
School’ learning platform, ‘Leading@
SWM’ leadership development, ‘7Perks’
employee benefits platform, ‘SWM
Wellness’ including financial wellness,
performance and development, digital
onboarding, and intern, graduate and
secondment programs.
We measure employee engagement
regularly through ‘Teamgage’, a real-
time employee engagement survey
platform based on eight engagement
metrics – Values, Systems & Processes,
Strategic Alignment, Communication,
Flexible Workplace, Innovation,
Feedback, and Safety. All our people
are provided the opportunity to
complete the survey and provide honest
feedback. Results are aggregated
into a real-time report that is shared
and discussed with team members to
drive new ideas and improvements and
assist in helping shape the future of the
Company.
29
Diversity, equity and inclusion (DEI) are
integral to our culture and how we live
our values. Reflecting the diversity of
our people, customers and communities
enables us to serve their needs. We
have further embedded our DEI and
environmental awareness programs to
ensure they support our culture and to
express these commitments at all levels.
Through these policies and practices,
we make it clear that discrimination on
any basis is not acceptable.
Corporate Social Responsibility
The Company recognises and
encourages the social and
developmental benefits of skilled
volunteering and wider community
engagement by employees. The
Company also continues to support
and encourage employees to contribute
to worthy causes through its Workplace
Giving program. Whether it’s helping
to find a cure for disease, saving the
environment or supporting people
in crisis, the Company encourages
employees to work together as a
business to help make an impact.
It also continues to encourage its
employees to make a difference
through providing opportunities to
participate in community fundraisers.
Our community contributions are
covered in the Sustainability section
of this Report.
Diversity, Equity and Inclusion
Seven West Media recognises the
benefits of an inclusive and respectful
workplace culture that draws on the
experiences, diversity and perspectives
of our people to ensure that our
business remains innovative and
sustainable and continues to meet
the needs of our stakeholders and
audiences.
We view diversity through a broad lens
of difference in people across gender,
nationality, ethnicity, physical abilities,
sexual orientation, body type, gender
identity, generation/age, disability,
socio-economic status, religious belief,
parental status, professional and
educational background as well as
global and cultural experiences.
In March 2022, Seven West Media
became the first media company in
Australia to be awarded a citation
as Employer of Choice for gender
equality by the Workplace Gender
Equality Agency (WGEA). The criteria
for the citation are rigorous and we
were one of just 12 companies across
Australia to be added as an employer
having achieved gender equality in
the workplace for the 2021-23 citation
years. Seven’s commitment to diversity,
equality and inclusion will continue and
is demonstrated in our comprehensive
sustainability report.
Diversity, Equity and Inclusion
Commitments and Initiatives
During FY23, the Board reviewed
the Company’s Diversity, Equity and
Inclusion Policy which is a key part in
its overall talent and culture strategy
and guides investment in the areas of
recruiting, staffing, account planning,
succession planning, promotions, and
development. The Company supports
an inclusive work environment where
people have genuine and equitable
access to career opportunities,
training and benefits.
James Brayshaw, Daisy Pearce and Brian Taylor 7AFL
30
Risk Management, People and Sustainability Seven West Media Limited Annual Report 2023 Seven West Media recognises the benefits of an
inclusive and respectful workplace culture that draws
on the experiences, diversity and perspectives of our
people to ensure that our business remains innovative
and sustainable and continues to meet the needs of
our stakeholders and audiences.
> Revised our leave policy to include
up to five days paid fertility leave
for people undergoing fertility
treatment.
We will continue to focus our strategy to
achieve a more diverse, equitable and
inclusive workplace in other areas of the
business by:
> Embedding flexibility in the way
we work;
> Supporting our commitment to
diversity, equity and inclusion;
> Uncovering and taking steps to
mitigate potential bias in our
behaviours, systems, policies and
processes; and
> Ensuring our brand is attractive and
caters to a diverse range of people.
The Company has posted its Workplace
Gender Equality Act Public Report
for 2022–2023 on its website, which
contains the Company’s Gender
Equality Indicators.
The Company’s progress against
diversity objectives were established in
2018, and our commitments set for the
FY23 financial year, can be found in our
Corporate Governance Statement at
www.sevenwestmedia.com.au/about-
us/corporate-governance.
> Continued to celebrate LGBTIQ+
Pride and held team events
(virtually and in small groups) across
the Company to support our diverse
and inclusive culture.
> Continued participation in ‘The
Everyone Project’ which is an
initiative from the Screen Diversity
and Inclusion Network (SDIN) to
benchmark and track the diversity
of the Australian screen industry.
> Implemented our digital onboarding
process for new starters.
> Implemented ‘Teamgage’, a
real-time employee engagement
survey platform.
> Implemented an employee
benefits platform, ‘7Perks’ to
support employee engagement
and retention.
> Continued to build on the
Company’s ‘Financial Wellbeing’
programs including Mercer’s
‘Super for Women’.
> Continued supporting initiatives in
relation to eradicating domestic
and family violence and sexual
assault.
> Partnered with White Ribbon in
campaign launches, such as ‘Be the
Change’ campaign.
> Continued to hold events through
Mental Health Month (October) and
on ‘R U OK? Day’.
> Continued support for the ‘Speak
Out - 16 Days of Activism Against
Gender Based Violence’ campaign.
We progressed our commitments
during FY23 such as:
> We achieved an overall gender
balance of 48% across our
workforce as well as maintained
the female representation in
management positions of 47%. This
result continues to be supported by
our equal opportunity recruitment
process. The Board recognises the
importance of diversity at Board
level and aims to achieve a minimum
of 30% female representation in the
coming years.
> Continued to Partner with UN
Women Australia at a national level
for the 2023 International Women’s
Day (IWD) live and virtual events.
We also extended our partnership
with UN Women Australia to
participate in the ‘Unstereotype
Alliance’ which aims to eradicating
stereotypes in advertising with
regards to gender equality.
> Continued the David Leckie Seven
Scholarship Program in memory of
our former Chief Executive Officer,
the late David Leckie AM. The
annual program offers a 12-month
scholarship at Seven West Media
for a junior graduate with a passion
for sales, programming or news.
> Implemented the Company’s
inaugural Reconciliation Action
Plan (RAP) through the delivery
of a 12-month ‘Reflect’ stage
program of work.
> Launched the Company’s
Environmental, Social and
Governance (ESG) framework
and strategy.
> Revised our processes and
procedures on the casting of
contestants with our production
partners.
31
Sustainability Framework
Risk Management, People and Sustainability
Seven West Media Limited Annual Report 2023
Seven West Media’s critical role in Australian society is
underpinned by our commitment to use the power of our
platforms to inspire a better “us”.
This guides our sustainability strategy and our efforts across each of the four pillars.
We do this by informing and uniting Australians each and every day, through our
unwavering commitment to the communities in which we operate, our support for
diversity and awareness, and by operating ethically and responsibly.
Sustainability
Us is all of us. It includes individuals, groups, communities, businesses, organisations,
the nation as a whole and our team at Seven West Media. We recognise as a media
company with a reach into almost every home in Australia that we have powerful
platforms that help shape who we are as Australians.
We aim to achieve a positive impact through our four sustainability pillars focused
on uniting people and communities; providing opportunities for future generations;
representing Australia by supporting diversity, equity and inclusion internally and
externally; and by being environmentally responsible and promoting important
environmental causes.
As a trusted provider of news, information and entertainment, we bring people together
as we tell the nation’s stories. We connect Australia with quality content, fostering a
shared identity and belonging.
In 2022, Seven West Media launched our first
comprehensive sustainability strategy and report.
In short, we’re bringing all of us closer to the moments that move us.
Our strategy and reporting is centred
around the sustainability issues that
are most important to our stakeholders,
based on an externally managed
materiality assessment.
With this, we developed our
sustainability purpose to “use the
power of our platform to inspire
a better us”. This purpose
underpins the four pillars
of our sustainability strategy.
These key areas represent where we
felt we could have the biggest impact.
These are:
1. Representing Australia
2. Opportunities for Future
Generations
3. Uniting People and Communities
4. Environmental Awareness
We have joined forces with Planet Ark
to raise awareness and create positive
behavioural change around recycling
by becoming the Official Media Partner
of National Recycling Week.
We measured our emissions to gain
an understanding of our emissions
level and profile. We now have a
comprehensive view of our scope 1 and
2 emissions, which are driven primarily
from electricity consumption which
makes up 92% of our emissions profile.
Since 2016 we have reduced our scope
1 and 2 emissions by almost 27%1 and
our FY22 emissions footprint falls under
the NGER reporting threshold.
Since then, we have continued to
accelerate our sustainability efforts.
“Us”is all of us Us as individuals Us as communities
Us as teams Us as a nation
Having established the FY22 baseline
for our scope 1 and 2 emissions, we
engaged climate risk and energy
transition consultants Energetics
to evaluate and quantify our future
reduction plans. Based on their
calculations and modelling, our
ambition is to reduce our scope 1 and 2
greenhouse gas emissions by over 50%
by FY30 through a combination of grid
decarbonisation, building consolidation
and other reduction initiatives including
the introduction of LED lighting.
4
1 Based on last NGER reporting audit. Includes sustainability efforts and business reshaping.
Good Friday Appeal final tally on Seven.
Credit: Clint Peloso
Caption for Telethon
32
FY23 Highlights
Our team across Australia continues to
drive action in our four sustainability
pillars. In FY23 we made great progress
in all of our pillars:
Representing Australia
At Seven West Media, our team’s
diverse backgrounds and experiences
foster a belief in the power of an
inclusive and equitable workplace.
This combination leads to improved
outcomes for both our stakeholders
and our business.
> Published our inaugural ‘Reflect’
Reconciliation Action Plan.
> Screen Diversity Inclusion Network
released its first report with the
preliminary data on diversity in the
Australian screen industry.
> Named an Employer of Choice for
Gender Equality by the Workplace
Gender Equality Agency.
> Joined the Diversity Council
Australia.
> Launched a new recruitment policy
to improve diversity, equity and
inclusion.
> Rolled out new Respect@Work
training.
Future Generations
Seven West Media is committed to
improving opportunities for future
generations, particularly in health
and social outcomes. We allocate
substantial resources to projects
across Australia, focusing on children’s
health, medical research, and career
and mentoring opportunities. Our aim
is to create a better future for younger
Australians, making a meaningful
impact on their wellbeing.
> Awarded the second recipient of
the David Leckie Seven Scholarship
Program.
> Launched a new Broadcast
Technician and Operations Trainee
program.
> Renewed our partnership with The
Careers Department.
> The Perth Telethon raised more
than $71 million to support medical
research into children’s diseases.
> The Good Friday Appeal raised
more than $23 million for the Royal
Children’s Hospital in Melbourne.
Uniting People and Communities
As members of the communities
where we operate, we play a vital
role in fostering unity and shared
understanding. We are proud to be
a part of the fabric that brings our
communities together and cultivates
the spirit of Australia.
> Supported Big Freeze 9, which
raised $2.3 million for the fight
against Motor Neuron disease.
> Provided more than $62 million in
Community Service Announcement
(CSA) support to more than 140
organisations.
> Official media partner for White
Ribbon Day 2023.
Bringing Awareness to
Environmental Issues
At Seven West Media, we recognise
the power of our platforms to raise
environmental awareness and shed
light on crucial environmental issues.
We consider it our responsibility
to collaborate with organisations
that prioritise sustainability and
conservation. Seven West Media
is also committed to reducing the
environmental impact of our business
activities on the communities and the
environment in which we operate.
> Measured our emissions footprint.
> Based on our modelling, our
ambition is to reduce our emissions
by over 50% by 2030.
> Official media partner for Planet
Ark’s National Recycling Week.
> Continued reducing the
environmental impact of our
operations.
> The West Australian and the Sunday
Times printed waste measure
reduced from 4.9% to 4.3%.
> Partnered with Drought Angels to
provide relief to farmers impacted
by natural disasters.
More detail is available in our FY23
Sustainability report which can be
found on our website or (here).
Seven West Media Managing Director and Chief Executive Officer,
James Warburton with Nuwan Ranasingha and Skye Leckie
33
Board of
Directors
Kerry Stokes AC
Chairman – Non-Executive
Director
James Warburton
Managing Director and
Chief Executive Officer
Mr Warburton is Managing Director & Chief Executive Officer
of Seven West Media Limited.
Prior to his appointment as Managing Director and CEO of
Seven West Media, Mr Warburton was Managing Director and
Chief Executive Officer of APN Outdoor, from 22 January 2018,
where he led a significant transformation and turnaround at
the company before departing in late 2018 when APN Outdoor
was acquired by JCDecaux for a record valuation. Before his
appointment to APN Outdoor, Mr Warburton was the Chief
Executive Officer of Supercars for five years.
In this position, Mr Warburton drove significant growth in the
sport and delivered unprecedented broadcast, sponsorship
and funding deals. Mr Warburton has also held senior
leadership roles at media buying company Universal McCann,
he was Chief Digital and Sales Officer of the Seven Media
Group, and he was the Managing Director and Chief Executive
Officer of Network 10.
Mr Warburton was appointed to the Board on 16 August 2019.
Mr Stokes was Executive Chairman of Seven Group Holdings
Limited, a company with a market-leading presence in the
resources services sector in Australia and formerly in north
east China and a significant investment in energy and also in
media in Australia through Seven West Media. Mr Stokes held
this position from April 2010 until November 2021. He is also
Chairman of Australian Capital Equity Pty Limited, which has
substantial interests in media and entertainment, resources,
energy, property, pastoral and industrial activities.
Mr Stokes is a former Chairman of Australian War Memorial
and a former Chairman of the National Gallery of Australia.
Mr Stokes holds professional recognitions which include an
Honorary Doctorate in Commerce at Edith Cowan University
and an Honorary Fellow of Murdoch University.
Mr Stokes has, throughout his career, been the recipient of
awards, including Life Membership of the Returned Services
League of Australia; 1994 Paul Harris Rotary Fellow Award;
1994 Citizen of Western Australia for Industry & Commerce;
2002 Gold Medal award from the AIDC for Western
Australian Director of the Year; 2007 Fiona Stanley Award
for outstanding contribution to Child Health Research;
2009 Richard Pratt Business Arts Leadership Award from
the Australian Business Arts Foundation; and 2011 Charles
Court Inspiring Leadership Award; 2013 West Australian of
the Year; 2014 Awarded Keys to the City of Perth and 2014
Awarded Keys to the City of Melbourne.
Mr Stokes was awarded Australia’s highest honour, the
Companion in the General Division in the Order of Australia
(AC) in 2008. In 1995, he was recognised as Officer in the
General Division of the Order of Australia (AO).
Mr Stokes was appointed to the Board on 25 September
2008 and became Chairman of Seven West Media Limited
(formerly West Australian Newspaper Holdings Ltd) on
11 December 2008.
34
Governance Seven West Media Limited Annual Report 2023 Teresa Dyson
Non-Executive Director
David Evans
Non-Executive Director
Ms Dyson is an experienced company director with a
broad range of experience across public and private sectors.
Ms Dyson has been closely involved in strategic decision
making in business and organisational structuring, covering
the financial services, transport, energy and resources
sectors, as well as infrastructure projects, following over
20 years practising as a senior taxation lawyer.
Ms Dyson is a director of Energy Queensland, Brighter Super,
Gold Coast Hospital and Health Board, Fare Limited and
National Housing Finance & Investment Corporation. She
is a member of the Takeovers Panel and an independent
member of the Australian Taxation Office Audit & Risk
Committee. She has been a Director of Genex Power Limited
since May 2018, Shine Justice Limited since February 2020
and Entyr Limited since February 2023. She has formerly
served as the Chair of the Law Council of Australia, Business
Law Section and has also been a Partner at Deloitte and
Ashurst (formerly Blake Dawson). She is former Chair and
member of the Board of Taxation and a former member of
the Foreign Investment Review Board.
Ms Dyson chairs Audit or Audit & Risk Committees for
Genex Power Limited, Shine Justice Limited, Energy
Queensland, Brighter Super and National Housing Finance
& Investment Corporation.
Ms Dyson holds a Masters of Applied Finance from
Macquarie University. She graduated with a Bachelor of
Laws (Honours), a Bachelor of Arts and Masters of Taxation
from the University of Queensland and is a fellow of the
Australian Institute of Company Directors.
Ms Dyson is Chairman of the Audit and Risk Committee.
Ms Dyson was appointed to the Board on 2 November 2017.
Mr Evans is Non-Executive Chairman of E & P Financial Group
Limited and was appointed a director of that company in
February 2017. Mr Evans established Evans and Partners Pty
Ltd, the investment advisory company in June 2007.
Since 1990, Mr Evans has worked in a variety of roles within
JB Were & Son, and then the merged entity Goldman Sachs
JBWere Pty Ltd (GSJBW). Prior to establishing Evans and
Partners, Mr Evans ran Goldman Sachs JBWere’s Private
Wealth business and the Institutional Equities business.
His most recent role at GSJBW was as Managing Director
and Chief of Staff.
Mr Evans holds a Bachelor of Economics from Monash
University.
Mr Evans is a member of the Audit & Risk Committee and
a member of the Remuneration & Nomination Committee.
Mr Evans was appointed to the Board on 21 August 2012.
Colette Garnsey OAM
Non-Executive Director
Ms Garnsey has been a Non-Executive Director of Flight
Centre Travel Group since February 2018, Magellan Financial
Group since November 2020 and is a Chairman of Laser
Clinics Australia. Ms Garnsey is a former Non-Executive
Director and former Chair of Australian Wool Innovation
Limited.
Ms Garnsey has over 30 years’ executive experience, having
held senior management positions at David Jones, Pacific
Brands, and Premier Investments, encompassing strategy,
operations, marketing, business planning and business
transformation. She spent over 20 years with David Jones
Limited rising to become Group General Manager.
Ms Garnsey has served on the board of the Melbourne
Fashion Festival. She has also advised the CSIRO, The
Federal Innovation Council, and the business advisory
boards of various Federal Trade and Investment Ministers
and Australian Fashion Week.
Ms Garnsey is Chairman of the Remuneration & Nomination
Committee.
Ms Garnsey was appointed to the Board on 12 December
2018.
35
Michael Malone
Non-Executive Director
Ryan Stokes AO
Non-Executive Director
Mr Malone founded iiNet in 1993 and continued as CEO for
more than 20 years. iiNet listed on the ASX in 1999 and grew
to service over a million households and businesses, with
revenues and market cap of over $1 billion and 3,000 staff.
After leaving iiNet, Mr Malone went on to co-found Diamond
Cyber Security.
Mr Malone is a Non-Executive Director of NBN Co, WiseTech
Global Limited, Health Insurance Fund of WA and a former
Director of Axicom Pty Ltd, a former Director of DUG
Technology Limited from June 2020 to August 2021, a former
Director of SpeedCast International Ltd from May 2014
to July 2022 and served as a Director and Chairman of
Superloop Ltd from April 2015 to March 2020.
Mr Malone was recognised as the Australian Entrepreneur
of the Year, CEO of the Year in the Australian Telecom Awards
and National Customer Service CEO of the Year and is a
recipient of the Charles Todd Medal.
Mr Malone is a member of the Audit & Risk Committee and
a member of the Remuneration & Nomination Committee.
Mr Malone was appointed to the Board on 24 June 2015.
Mr Stokes is Managing Director & Chief Executive Officer
of Seven Group Holdings (SGH) and has been a Director
of SGH since April 2010.
SGH owns WesTrac and Coates, has a controlling interest
in Boral (72.6%), an investment in Beach Energy (30%),
and investment in Seven West Media (39%). Mr Stokes is
Chairman of WesTrac, Chairman of Coates and Chairman
of Boral and Director of Beach Energy.
Mr Stokes is Chief Executive Officer of Australian Capital
Equity Pty Limited (ACE). ACE is a private company with its
primary investment being an interest in SGH. Mr Stokes is
Chairman of the National Gallery of Australia.
Mr Stokes holds a BComm from Curtin University and is a
Fellow of the Australian Institute of Management (FAIM).
Mr Stokes was appointed an Officer in the General Division
of the Order of Australia in the Queen’s Birthday honours
on 8 June 2020.
Mr Stokes is a member of the Remuneration & Nomination
Committee.
Mr Stokes was appointed to the Board on 21 August 2012.
Michael Ziegelaar
Non-Executive Director
Mr Ziegelaar is a senior partner of global law firm Herbert
Smith Freehills, where he is the Co-Head of the Australian
Equity Capital Markets Group. He specialises in corporate,
equity capital markets and M&A transactions and has acted
for a wide range of clients across various industries.
Mr Ziegelaar is also a Non-Executive Director of the Burnet
Medical Research Institute.
Mr Ziegelaar holds a Bachelor of Laws (Hons), a Bachelor of
Economics (majoring in Accounting and Corporate Finance)
and a Master of Laws (majoring in Commercial Law) from
Monash University.
Mr Ziegelaar is a member of the Audit & Risk Committee.
Mr Ziegelaar was appointed to the Board on 2 November 2017.
36
Governance Seven West Media Limited Annual Report 2023 Corporate Governance
Overview
This Corporate Governance Overview outlines the Company’s
main corporate governance practices that were in place
throughout the financial year ended 30 June 2023.
The Company’s full 2023 Corporate Governance Statement,
which set outs the Company’s compliance with the 4th
edition of the ASX Corporate Governance Council Corporate
Governance Principles and Recommendations (“ASX
Recommendations”), unless otherwise stated, is available
in the “Corporate Governance” section of the Company’s
website at www.sevenwestmedia.com.au/about-us/
corporate-governance. Board and Committee Charters
and a number of the corporate governance policies referred
to in the 2023 Corporate Governance Statement are also
available at the above link.
The documents marked with an * below have been posted
in the ‘Corporate Governance’ section on the Company’s
website at www.sevenwestmedia.com.au/about-us/
corporate-governance.
Role and Responsibilities of the Board
The Board is empowered to manage the business of
the Company subject to the Corporations Act and the
Company’s Constitution*. The Board is responsible for
the overall corporate governance of the Company and
has adopted a Board Charter* setting out the role and
responsibilities of the Board as well as those functions
delegated to Management.
Delegation to Management
Subject to oversight by the Board and the exercise by the
Board of functions which it is required to carry out under
the Company’s Constitution, Board Charter and the law,
it is the role of management to carry out functions that are
expressly delegated to management by the Board, as well
as those functions not specifically reserved to the Board,
as it considers appropriate, including those functions and
affairs which pertain to the day-to-day management of
the operations and administration of the Company.
Management must supply the Board with information in
a form, timeframe and quality that will enable the Board
to discharge its duties effectively, including information
concerning the Company’s compliance with material
legal and regulatory requirements and any conduct
that is materially inconsistent with the values or Code of
Conduct of the Company.
Board Composition
The Company’s Constitution provides for a minimum of three
Directors and a maximum of twelve Directors on the Board.
As at the date of this statement, the Board comprises eight
Directors, including seven Non-Executive Directors and the
Managing Director and Chief Executive Officer.
The Non-Independent Directors in office are:
> Mr Kerry Stokes AC, Chairman
> Mr Ryan Stokes AO, Director
> Mr James Warburton, Managing Director & Chief
Executive Officer
The Independent Directors in office are:
> Ms Colette Garnsey OAM, Director
> Ms Teresa Dyson, Director
> Mr David Evans, Director
> Mr Michael Malone, Director
> Mr Michael Ziegelaar, Director
The qualifications, experience, expertise and period in office
of each Director of the Company at the date of this Annual
Report are disclosed in the Board of Directors section on
pages 34 to 36.
Mr John Alexander was a Director throughout the financial
year until his retirement and resignation on 10 November 2022.
Chairman
The roles of the Chairman and Chief Executive Officer
are separate. Mr Kerry Stokes AC is the Chairman of the
Company. The Chairman is responsible for leading the Board,
facilitating the effective contribution of all Directors and
promoting constructive and respectful relations between
Directors and between the Board and Management.
The Board acknowledges the ASX Recommendation that
the Chairman should be an Independent Director, however
the Board has formed the view that Mr Stokes is the most
appropriate person to lead the Board as its Chairman given
his experience and skills, particularly with regard to his long-
term association with various media businesses of the Group.
In addition, the Company has a clear conflict of interest
protocol to manage the relationships between the Company
and Seven Group Holdings Limited.
37
Board independence
The Board comprises a majority of Independent Directors,
with three Non-Independent Directors and five Independent
Directors. During the period of the financial year prior to Mr
Alexander’s retirement and resignation the Board comprised
three Non-Independent Directors and six Independent
Directors. In determining whether a Director is independent,
the Board conducts regular assessments and has regard to
whether a Director is considered to be one who:
> is a substantial shareholder of the Company or an officer
of, or otherwise associated directly with, or represents
or has been within the last three years an officer or
employee of a substantial shareholder of the Company;
> receives performance-based remuneration (including
options or performance rights) from, or participates in
an employee incentive scheme of, the entity;
> is, or has previously been, employed in an executive
capacity by the Company or another Group member,
and there has not been a period of at least three years
between ceasing such employment and serving on
the Board;
> has within the last three years been a principal of a
material professional advisor of, or a material consultant
to, the Company or another Group member, or an
employee materially associated with the service provider;
> is a material supplier or customer of the Company or other
group member, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer;
> has a material contractual relationship with the Company
or another group member other than as a Director; or
> has been a Director of the entity for such a period that
their independence from management and substantial
holders may have been compromised.
The Board determines the materiality of a relationship on
the basis of fees paid or monies received or paid to either
a Director or an entity which falls within the independence
criteria above. If an amount received or paid may impact the
Earnings Before Interest, Tax, Depreciation and Amortisation
(EBITDA) of the Group in the previous financial year by more
than 5%, then a relationship will be considered material.
In the Board’s view, the Independent Directors referred to
above are free from any interest, position or other relationship
that might, or reasonably be perceived to, influence, in
material respect the capability to bring an independent
judgement to bear on issues before the Board and to act in
the best interests of the Company as a whole rather than in
the interests of an individual security holder or other party.
Mr Michael Ziegelaar is a partner at Herbert Smith Freehills,
a law firm which provides certain legal services to the
Company. The legal services provided by Herbert Smith
Freehills are not considered material having regard to the
principles above and Mr Ziegelaar is not involved in providing
the services. The Board is satisfied that Mr Ziegelaar’s
role with Herbert Smith Freehills does not interfere with the
independent exercise of his judgment as a Non-Executive
Director of the Company.
Mr Kerry Stokes AC and Mr Ryan Stokes AO are not regarded
as independent within the framework of the independence
guidelines set out above because of their current and/or
recent positions within Seven Group Holdings Limited, which
is a major shareholder of Seven West Media Limited.
Due to his position as Managing Director & Chief Executive
Officer, Mr James Warburton is not considered to be
independent.
Appointment of Directors
The policy and procedure for the selection and appointment
of new Directors is set out in an Annexure to the Board
Charter. The factors that will be considered when reviewing
a potential candidate for Board appointment include:
> the skills, experience, expertise and personal qualities
that will best complement Board effectiveness having
regard to the Board skills matrix, including a deep
understanding of the media industry, corporate
management and operational, safety and financial
matters;
> the existing composition of the Board, having regard to
the factors outlined in the Company’s Diversity Policy and
the objective of achieving a Board comprising Directors
from a diverse range of backgrounds;
> the capability of the candidate to devote the necessary
time and commitment to the role (this involves a
consideration of matters such as other board or executive
appointments); and
> potential conflicts of interest and independence.
Directors appointed to fill casual vacancies hold office until
the next Annual General Meeting and are then eligible for
election by shareholders. In addition, each Director must
stand for re-election at the third Annual General Meeting
of the Company since they were last elected. The Notice of
Meeting for the Annual General Meeting discloses material
information about Directors seeking election or re-election,
including appropriate biographical details, qualifications
and other key current directorships.
The date at which each Director was appointed to the Board
is announced to ASX and is provided in this Annual Report on
pages 34 to 36.
38
Governance Seven West Media Limited Annual Report 2023 Company’s Purpose and Strategic
Objectives
The Board has approved the Company’s purpose as “to be
the most connected news, sport and entertainment brand in
Australia”. The Company’s purpose is an aspirational reason
for being that inspires a call to action for our people and
stakeholders.
The Board also approved the following areas as strategic
objectives for the Company to achieve this purpose and
underpin the Company’s economic sustainability:
1. Accelerate our digital future.
2. Enhance and elevate the brand.
3. Optimise the business.
4. Partner for growth.
For more information on the Company’s strategic priorities
and strategic outlook see pages 4 to 5 of this Annual Report.
Board Skills Matrix
The Board has developed a Board Skills Matrix, which
is reviewed each year, reflecting the desired skills and
experience required to be able to deliver on the strategic
objectives of the Company. The Board believes that these
skills and experiences are well-represented by its current
composition.
The Board Skills Matrix is set out in two parts. The first table
outlines the desired industry specific skills and experience,
which continues to evolve given the rapid changes in the
media industry, and the second table outlines the depth of
general corporate, executive and Director experience which
are appropriate for the Company.
The tables also outline the percentage of current Directors
possessing those skills and experience on a weighted
average basis.
Skills and Experience
Media industry leadership
Percentage
78%
Senior executive or Board level experience
in the media industry, including in-depth
knowledge of the legislative and regulatory
framework governing this industry.
Banking, finance, asset
and capital management
Senior executive or Board level experience
and understanding of banking markets and
commercial financing arrangements as well
as strategic planning and oversight of asset
allocation and capital management.
Marketing, sales and product
distribution, customer and
audience insights
Senior executive or Board level experience
in delivering product offerings to market,
including marketing, branding and
optimising sales processes, and customer
and audience insights and experience in
product distribution systems.
93%
78%
Investment, mergers and acquisitions,
venture capital and entrepreneurship
96%
Senior executive or Board level experience
in analysis and identification of business
and market opportunities as well as
execution in relation to investment, mergers
and entrepreneurial activities.
Technology, digital media
and transformation
78%
Senior executive or Board level
experience in relation to digital media and
transformation, information management,
information technology, digital and
streaming product technology, and the
oversight of implementation of major
technology projects.
39
Skills and Experience
Percentage
Audit & Risk Committee
CEO and Board level experience
100%
Significant business experience and
success at a senior executive level.
As at the date of this statement, the Audit & Risk Committee
comprises the following members, all of whom are Independent
Directors and all of whom are non-executives:
Accounting and treasury
81%
> Ms Teresa Dyson (Chairman of the Committee)
Senior executive or equivalent experience
in financial accounting and reporting,
corporate finance, internal financial
controls and an ability to probe the
adequacies of financial risk controls.
Corporate governance, regulatory,
sustainability and organisation
management
Commitment to the highest standards
of corporate governance (including
sustainability and stakeholder relations)
and experience within an organisation
that is subject to rigorous governance and
regulatory standards.
Legal, regulation and compliance
85%
Senior executive or Board level experience
in compliance and knowledge of legal and
regulatory requirements.
Risk management and audit
89%
Senior executive or Board level experience in
identification, management and oversight of
material corporate risks and audit, including
ability to monitor risk and compliance.
WHS, human resource management
and remuneration
96%
Board remuneration committee membership
or Senior executive experience relating
to workplace health and safety, diversity
and inclusion, managing people and
remuneration, including incentive
arrangements and the legislative framework
governing employees and remuneration.
> Mr David Evans
> Mr Michael Malone
> Mr Michael Ziegelaar
96%
The relevant qualifications and experience of the members
of the Committee are set out on pages 34 to 36 under the
heading Board of Directors.
Ms Dyson possesses extensive professional Audit & Risk
Committee Chair experience, following a career of over 20
years practising as a senior taxation lawyer. She has formerly
served as the Chair of the Law Council of Australia, Business
Law Section and has also been a Partner at Deloitte and
Ashurst (formerly Blake Dawson). She is former Chair and
member of the Board of Taxation and a former member of
the Foreign Investment Review Board. Having regard to the
experience of the Committee Chair and Committee members,
the Board is confident the Committee satisfies any guidelines
concerning audit and financial expertise on the Committee.
Ms Dyson’s specific experience as the chair of listed company
and government Audit or Audit & Risk Committees is set out in
her profile at page 35 of this Annual Report.
Attendance at Committee meetings by management is at the
invitation of the Committee. Directors who are non-Committee
members may also attend any meeting of the Committee by
invitation. The Chairman of the Committee reports to the Board
on the Committee’s considerations and recommendations.
Remuneration & Nomination Committee
The Board has established a Remuneration & Nomination
Committee comprised of the following members, all of whom
are Independent Directors except for Mr Ryan Stokes AO:
Board Committees
> Ms Colette Garnsey OAM (Chairman of the Committee)
The Board is assisted in carrying out its responsibilities
by the Audit & Risk Committee and the Remuneration &
Nomination Committee. Attendance at Committee meetings
by management is at the invitation of the Committee.
Directors who are non-Committee members may also attend
any meeting of the Audit & Risk Committee and Remuneration
& Nomination Committee by invitation. The Chair of each of
those Committee reports to the Board on the Committee’s
considerations and recommendations.
Each Committee has its own written Charter*, which
is reviewed on an annual basis and is available on the
Company’s website.
The Directors’ Report at page 45 sets out the number
of Board and Committee meetings held during the 2023
financial year under the heading “Meetings of Directors”,
as well as the attendance of Directors at those meetings.
> Mr David Evans
> Mr Michael Malone
> Mr Ryan Stokes AO
Mr John Alexander was Chairman of the Committee
throughout the financial year until his retirement and
resignation on 10 November 2022.Effective from 10 November
2022, Ms Garnsey become Chairman of the Committee and
Mr Malone was appointed to the Committee.
The Remuneration & Nomination Charter* provides that the
Committee must consist of a minimum of three members
and must have a majority of Independent Directors, all of
whom must be Non-Executive Directors. Attendance at
Committee meetings by management is at the invitation of
the Committee. Directors who are non-Committee members
may also attend any meeting of the Committee by invitation.
The Chairman of the Committee reports to the Board on the
Committee’s considerations and recommendations.
40
Governance Seven West Media Limited Annual Report 2023
Board, Committee and Director
performance evaluation
During the financial year, Directors completed a Board
Evaluation questionnaire concerning Board, Committee
and Director, including Chairman, performance from which
aggregated data and responses were provided to the
Chairman and then presented to the Board for discussion
and feedback.
The aggregated questionnaire results also provide the
basis of individual discussions between Directors and the
Chairman. The Chairman and each Board member consider
the performance of that Board member in relation to the
expectations for that Board member and consider any
opportunities for enhancing future performance.
During the reporting period, performance evaluations of
the Board, its Committees and individual Directors were
carried out in accordance with this process.
Assessment of Management Performance
The performance of the Managing Director & Chief Executive
Officer is formally reviewed by the Board against the
achievement of strategic and budgetary objectives in respect
of the Group’s operations and investments whilst also having
regard for his personal performance in the leadership of the
Group. The Board’s review is carried out annually in regard to
certain goals against which he is assessed, and throughout
the year in regard to others, and forms the basis of the
determination of the Managing Director & Chief Executive
Officer’s performance-linked remuneration.
The performance of senior executives of the Company is
reviewed on an annual basis in a formal and documented
interview process with either the Managing Director
& Chief Executive Officer or the particular executive’s
immediate superior. Performance is evaluated against
agreed performance goals and assessment criteria in
relation to the senior executive’s duties and material areas
of responsibility, including management of relevant business
units within budget, motivation and development of staff, and
achievement of and contribution to the Company’s objectives.
A performance evaluation of the Managing Director & Chief
Executive Officer and other senior executives took place
during the year in accordance with this process.
Core Values
In accordance with its Charter, the Board has reviewed and
approved the core values of the Company which function as
guiding principles and expectations for behaviour and the
culture the Board and Management are seeking to embed
across all businesses within the Group as follows:
> Be Brave
> Better Together
> Make it Happen
Diversity and Inclusion
The Board recognises the benefits of a workplace culture
that is inclusive and respectful of diversity. The Board
values diversity, including in relation to age, gender, cultural
background and ethnicity and recognises the benefits it can
bring to the organisation. The Board has adopted a Diversity
Equity and Inclusion Policy* that sets out the Board’s
commitment to working towards achieving an inclusive and
respectful environment. Please refer to pages 30 to 31 of this
Annual Report for reporting on the Diversity Policy and the
measurable objectives and initiatives relating thereto.
Code of Conduct and other
Company policies
The Board has adopted a Code of Conduct for Directors*
which establishes guidelines for their conduct in matters such
as ethical standards and the disclosure and management of
conflicts of interests. The Company has adopted Employee
Conduct Guidelines* which provides a framework of
ethical principles for conducting business and dealing with
customers, employees and other stakeholders.
Material breaches of the Codes of Conduct for Directors and
Employees are reported to the Board.
The Board has implemented a number of other policies and
procedures to maintain confidence in the Company’s integrity
and promote ethical behaviour and responsible decision
making, including the following:
> Continuous Disclosure policy*
> Share Trading policy*
> Group Editorial policy*
> Diversity Equity and Inclusion Policy*
> Whistleblower policy*
> Fraud, Anti-Bribery and Corruption Policy*
> Modern Slavery Statement*
Communications with security holders
As disclosed in the Shareholder Communication Policy*, the
Board aims to ensure that security holders are informed of
all major developments affecting the Company’s state of
affairs and that there is an effective two-way communication
with its security holders facilitated via the Company’s
Investor Relations function. Shareholders are encouraged
to participate in general meetings and are invited to put
questions to the Chairman of the Board in that forum.
Security holders are given the option to receive
communications from, and to send communications to,
the Company electronically to the extent possible. It is
the Company’s policy that all substantive resolutions at a
meeting of security holders are decided by a poll rather than
by a show of hands.
The Company’s website www.sevenwestmedia.com.au
provides various information about the Company.
41
Risk oversight and management
Material risks
Under the risk framework described above, the Company
has identified revenue, content, and product/technology
risks which it manages and mitigates. Each of the foregoing
material business risks is monitored and managed by
appropriate Senior Management within the Company.
Where appropriate, external advisers are engaged to assist
in managing the risk. More detail concerning these risks,
the Company’s economic sustainability risks and how it
manages those risks is set out under the headings “Risk
Management” and “Risk Management Framework” on pages
26, 27 and 42 of this Annual Report. The Company does not
believe it has any material exposure to environmental risks
and that it effectively manages its social risks. Commentary
on the Company’s environmental and human capital related
initiatives as well as its community engagement, which
underpin the Company’s social risk management, is provided
on pages 28 to 33 of this Annual Report.
Strategy
The Company has continued its strategic focus on
responding rapidly to the challenges and opportunities in
its marketplace. For more information on the Company’s
strategic framework which underpins the Company’s
economic sustainability please refer to pages 4 and 5
of this Annual Report.
Environment
Environmental risks are considered as part of the Company’s
risk assessment processes. Environmental risks relating to the
use and storage of any hazardous materials are identified
and managed through regular inspections of business
premises, reviews of compliance and emergency procedures,
and advice from external consultants on environmental
matters.
The Company is mindful of climate change and managing
the environmental impact of its operations. For more
information on the Company’s environmental practices
and the Company’s efforts to minimise the environmental
footprint of its businesses, please refer to pages 32 to 33 of
this Annual Report. The Company releases a separate annual
Sustainability Report which is available on the Company’s
website at: www.sevenwestmedia.com.au/about-us/
sustainability.
The Board requires Management to design and implement
a risk management and internal control system to manage
the Group’s material business risks and report to it on the
management of those risks. The Board also believes a sound
risk management framework should be aimed at identifying
and delivering improved business processes and procedures
across the Group which are consistent with the Group’s
commercial objectives.
Risk Management Policy
The Board has adopted a Risk Management Policy*. The
group-wide risk profile covers the key revenue, content,
product/technology, regulatory and people risks of the
Company and is prepared by the Risk Assurance & Internal
Audit function in consultation with key executives across
the business.
Throughout the year, the Audit & Risk Committee reviews with
management the group-wide risk profile and the success
of the risk mitigation strategies in order to satisfy itself that
management is operating within the risk appetite set by the
Board. External advice is obtained as appropriate. The key
risks identified by Management and mitigation actions in
place are regularly updated and reported to the Audit & Risk
Committee and periodically to the Board.
During the reporting period, Management reported to the
Board as to the effectiveness of the Company’s management
of its material business risks. The Board satisfied itself the
Company’s risk management framework continues to be
sound and effectively identifies potential risks.
Internal Control Framework
– Risk Assurance & Internal Audit
The Company has established a Risk Assurance & Internal
Audit function to evaluate and improve the effectiveness
of the Company’s governance, risk management and
internal control processes. The Audit & Risk Committee
reviews and approves Risk Assurance & Internal Audit
plans and resourcing as well as monitors its independence,
performance and management’s responsiveness to its
findings and recommendations.
A specialist external Internal Audit firm has been appointed
to conduct the Company’s Internal Audit reviews under in-
house oversight. The Board considers that this appointment
provides an enhanced level of capability and technical
depth, which serves to embed a stronger risk and compliance
culture across the organisation whilst drawing on best
practice and knowledge across operational and emerging
issues. Additionally, efficiencies are gained by the externally
resourced Internal Audit function working closely with the
Group’s external auditor KPMG, to ensure audit efforts are
not duplicated and Internal Audit work can be relied upon.
42
Governance Seven West Media Limited Annual Report 2023 External Audit function
Remuneration
The Board considers that the attraction, retention and
motivation of its Directors and senior executives is of critical
importance in securing the future growth of the Company and
its shareholder returns.
The objective of the remuneration policy for Executive
employees is to ensure that remuneration packages properly
reflect the duties and responsibilities of the employees, and
that remuneration is at an appropriate but competitive market
rate which enables the Company to attract, retain and
motivate people of the highest quality and with the best skills
from the industries in which the Company operates.
The aggregate remuneration for Non-Executive Directors is
approved by shareholders. Fees for Directors are set out in
the Remuneration Report on pages 48 to 67.
Hedging Policy
It is the Company’s policy that employees (including Key
Management Personnel (“KMP”)) are prohibited from dealing
in Seven West Media securities if the dealing is prohibited
under the Corporations Act. Therefore, in accordance
with this policy, all KMP are prohibited from entering into
arrangements which operate to limit the executives’ economic
risk in connection with Seven West Media securities which
are unvested or remain subject to a holding lock.
This Corporate Governance Overview and the Corporate
Governance Statement, which is available in the “Corporate
Governance” section of the Company’s website at www.
sevenwestmedia.com.au/about-us/corporate-governance,
have been approved by the Board and are current as at
16 August 2023.
The Audit & Risk Committee meets periodically with the
External Auditors without management being present.
Each reporting period, the External Auditor provides
an independence declaration in relation to the audit.
Additionally, the Audit & Risk Committee provides advice to
the Board in respect of whether the provision of non-audit
services by the External Auditor are compatible with the
general standard of independence of auditors imposed by
the Corporations Act.
The Company’s External Auditor attends all Annual General
Meetings and is available to answer shareholders’ questions
about the conduct of the audit and the preparation and
content of the Auditor’s report.
Declarations by the Managing Director
& Chief Executive Officer and Chief
Financial Officer
Before the Board approves the financial statements for
each of the half year and full year, it receives from the
Managing Director & Chief Executive Officer and the Chief
Financial Officer a written declaration that, in their opinion,
the financial records of the Company have been properly
maintained and the financial statements are prepared in
accordance with the relevant accounting standards and
present a true and fair view of the financial position and
performance of the consolidated group. These declarations
also confirm that these opinions have been formed on the
basis of a sound system of risk management and internal
compliance and control which is operating effectively.
The required declarations from the Managing Director &
Chief Executive Officer and Chief Financial Officer have been
given for the half year ended 31 December 2022 and the
financial year ended 30 June 2023.
Verification of Integrity of Periodic
Corporate Reports
Corporate reports which are not audited or reviewed by
the external auditor are prepared by Senior Executive
Management by reference to company records and systems,
with external professional assistance where appropriate.
Such reports, as are included in the non-audited sections
of this Annual Report, are submitted to a Committee or the
Board for consideration.
43
Directors’ Report
For the year ended 30 June 2023
The Directors present their report together with the
consolidated financial statements of the Group consisting
of Seven West Media Limited and the entities it controlled at
the end of, or during, the year ended 30 June 2023 and the
auditor’s report thereon.
Principal activities
The principal activities of the Group during the financial year
were free to air television broadcasting, digital streaming and
newspaper publishing.
Board
The following persons were directors of Seven West Media
Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
> Kerry Stokes AC, Chairman & Non-Executive Director
> James Warburton, Managing Director
& Chief Executive Officer
> Teresa Dyson, Non-Executive Director
> David Evans, Non-Executive Director
> Colette Garnsey OAM, Non-Executive Director
> Michael Malone, Non-Executive Director
> Ryan Stokes AO, Non-Executive Director
> Michael Ziegelaar, Non-Executive Director
> John Alexander, Non-Executive Director
– retired 10 November 2022.
Particulars of their qualifications, experience, special
responsibilities and any directorships of other listed
companies held at any time in the last three years are set out
in this Annual Report under the headings “Board of Directors”
and “Corporate Governance Statement” on pages 34 and 37
and form part of this report.
Warren Coatsworth is the Company Secretary. He was
appointed to the role on 24 April 2013. Mr Coatsworth is a
solicitor holding a current practising certificate with degrees
in Arts and Law (Hons) from the University of Sydney. He
holds a Masters of Law in Media and Technology Law from
the University of New South Wales as well as a Graduate
Diploma in Applied Corporate Governance. He is a qualified
Chartered Company Secretary and a Fellow and member of
the Governance Institute of Australia.
Mr Coatsworth has been Company Secretary of Seven Group
Holdings Limited since April 2010 and Company Secretary
of Seven Network Limited since July 2005. He has extensive
experience as Legal Counsel at the Seven Network advising
broadly across the company and was formerly a solicitor
at Clayton Utz and was included on Doyles Guide’s list of
Leading In-House Technology, Media & Telecommunications
Lawyers in Australia for 2016 and 2017.
Business strategies, prospects and
likely developments
Information on the Company’s operations and the results of
those operations, financial position, business strategies and
prospects for future financial years has been included in the
“Group Performance” section starting on page 12. The Group
Performance section also refers to likely developments in
the Company’s operations in future financial years and the
expected results of those operations.
Information in the Group Performance section is provided to
enable shareholders to make an informed assessment about
the operations, financial position, business strategies and
prospects for future financial years of the Group.
Significant changes in the state of affairs
In the opinion of the Directors, there were no significant
changes in the state of affairs of the Company that occurred
during the financial year.
Current year performance
For the year ended 30 June 2023, the Group recorded
Earnings Before Interest and Tax (EBIT) (and before significant
items) of $238.3 million. The statutory profit after tax was
$145.7 million (including significant items). The FY23 net
operating cash inflows were $77.4 million.
Further information is provided in the Group Performance on
pages 12 to 25.
Matters subsequent to the end of the
financial year
There are no matters or circumstances which have arisen
since the end of the financial year which have significantly
affected or may affect:
a. the Group’s operations in future financial years;
b. the results of those operations in future financial years; or
c. the Group’s state of affairs in future financial years.
44
Directors’ Report Seven West Media Limited Annual Report 2023 Meetings of Directors
The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30
June 2023, and the numbers of meetings attended by each Director were:
Directors
Kerry Stokes AC
John Alexander*
Teresa Dyson
David Evans
Colette Garnsey OAM
Michael Malone
Ryan Stokes AO
James Warburton
Michael Ziegelaar
Meetings
of Directors
Audit
and Risk
Remuneration
and Nomination
(a)
10
5
10
10
10
10
10
10
10
(b)
9
4
10
8
10
10
10
10
10
(a)
-
-
10
10
-
10
-
-
10
(b)
3
1
10
9
7
10
10
10
10
(a)
-
3
-
10
10
10
10
-
-
(b)
-
3
3
10
10
8
10
7
4
a. Number of meetings held during the year while the person was a Board or Committee member.
b. Number of meetings attended. Please note Directors may attend meetings of Committees of which they are not a formal
member, and in these instances, their attendance is also included above.
* Retired as Director on 10 November 2022.
Performance rights and options
During the financial year, there were not any rights issued over an equivalent number of unissued fully paid ordinary shares in
the Company.
At the date of this report, the following rights to acquire an equivalent number of ordinary shares in the Company under the
various employee equity schemes are outstanding:
Share Plan
Seven West Media Equity Incentive Plan (2021 LTI)
Seven West Media Equity Incentive Plan (2022 LTI)
Seven West Media Equity Incentive Plan (2023 LTI)
Rights on Issue
Expiry Date
22,135,415
31 August 2023
6,362,864
5,678,425
31 August 2024
31 August 2025
Rights were granted for nil consideration. None of the rights currently on issue entitle the holder to participate in any share issue.
During the financial year, 11,334,213 rights vested and 15,218,767 rights lapsed, including 2023 STI plan.
There are no other unissued shares or interests under options as at the date of this report.
For names of the Directors and Key Management Personnel who currently hold rights through these schemes, refer to the
Remuneration Report.
45
Dividends – Seven West Media Limited
Dividends paid to members during the financial year were as follows:
Final ordinary dividend for the year ended 25 June 2022: nil cents (2021: nil cents)
Interim ordinary dividend for the year ended 30 June 2023: nil cents (2022: nil cents)
2023
$
–
–
2022
$
–
–
In addition to the above dividends, since the end of the 2023 financial year, the Directors have declared the payment of a final
ordinary dividend of nil cents per share.
Environmental regulation
The Group’s major production facilities do not require discharge licences under the Environmental Protection Act 1986 and
no formal reporting is required to either the Environmental Protection Authority or the National Pollutant Inventory.
Greenhouse gas and energy data reporting requirements
The Group continues to measure and monitor its Greenhouse Gas emissions. Current emission levels do not require reporting
under the National Greenhouse and Energy Reporting Act (2007). The Group is actively working towards reduction of its direct
emissions from the consumption of fuels (Scope 1) and indirect emissions from electricity consumption (Scope 2). Refer further
details in the Sustainability Section on pages 32 to 33 of this report and the accompanying Sustainability Report.
There are no other particular and significant environmental regulations under the law of the Commonwealth or of a State or
Territory for the Group.
Directors’ interests in securities
The relevant interests of each Director in shares and rights issued by the Company, as notified by the Directors to the ASX
in accordance with S205G(1) of the Corporations Act 2001, at the date of this report are as follows:
Kerry Stokes AC
James Warburton
Teresa Dyson
David Evans
Colette Garnsey OAM
Michael Malone
Ryan Stokes AO
Michael Ziegelaar
Performance
Rights
–
17,021,374
–
–
–
–
–
–
Restricted
Shares1
Number of
ordinary shares
–
–
42,303
–
35,051
90,045
–
36,018
621,453,734
13,415,755
117,720
1,397,803
425,000
273,000
240,466
10,000
1 Restricted shares relate to shares purchased during the year in relation to the Non-Executive Director Share plan, refer further details in Section 11
of the Remuneration Report.
46
Directors’ Report Seven West Media Limited Annual Report 2023 > all non-audit services were subject to the corporate
governance procedures adopted by the Group and have
been reviewed by the Audit and Risk Committee to ensure
they do not impact the integrity and objectivity of the
auditor;
> the non-audit services provided do not undermine the
general principles relating to auditor’s independence
as set out in APES 110 Code of Ethics for Professional
Accountants, as they did not involve reviewing or auditing
the auditor’s own work, acting in a management decision
making capacity for the Group, acting as an advocate of
the Group or jointly sharing the risks and rewards.
The Lead auditor’s independence declaration is set out
on page 68 and forms part of the Directors’ Report for the
financial year ended 30 June 2023.
Rounding of amounts
The Group is of a kind referred to in ASIC Instrument
2016/191 and in accordance with that Instrument, amounts
in the consolidated financial statements and Directors’
Report have been rounded off to the nearest one thousand
dollars unless otherwise stated.
This report is made in accordance with a resolution of
the Directors.
Kerry Stokes AC
Chairman
Sydney
16 August 2023
Remuneration report
A remuneration report is set out on the pages that follow
(pages 48 to 67) and forms part of this Directors’ Report.
Indemnity and insurance of Directors
and officers
The Constitution of the Company provides an indemnity
to any current and former Director, Alternate Director and
Secretary of the Company against any liabilities incurred
by that person arising out of the discharge of duties as an
officer of the Company or the conduct of the business of
the Company, including associated legal costs defending
any proceedings relating to that person’s position with the
Company, except where the liability arises out of conduct
involving a lack of good faith.
As permitted by the Constitution of the Company, the
Company has entered into Deeds of Access, Insurance
and Indemnity with each Director as at the end of the
financial year.
No amounts were paid and no actions were taken pursuant
to these indemnities during the year.
During the financial year, the Company paid a premium
in respect of a contract insuring all Directors and officers
(including employees) of the Company and of related bodies
corporate against certain liabilities specified in the contract.
The contract prohibits disclosure of the nature of the liabilities
insured and the amount of the premium.
Non-audit services
The Company may decide to employ the auditor on
assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Company
and/or the Group are important.
Amounts paid or payable by the Group to the auditor,
KPMG, for non-audit services provided during the year were
$235,930. The Board of Directors has considered the position
and, in accordance with the advice received from the Audit
and Risk Committee, is satisfied that the provision of the
non-audit services is compatible with the general standard
of independence for auditors imposed by the Corporations
Act 2001. The Directors are satisfied that the provision of
non-audit services by the auditor did not compromise the
auditor independence requirements of the Corporations
Act 2001 for the following reasons:
47
Remuneration Report
Message from the Remuneration & Nomination Committee Chairman
Dear Shareholder,
On behalf of the Seven West Media Board, we present the
Remuneration Report for the 2023 financial year (FY23)
ended 30 June 2023.
FY23 was a solid year for Seven West Media (SWM)
with significant ratings achievements, however, earnings
have been challenged by the current macro-economic
environment. Seven is Australia’s #1 total television
company. Our strategy of investing in premium content
and driving digital transformation continues to deliver
audience consistency and strength.
Our three strategic pillars established in FY20 continued
to guide our long-term strategy to be relevant and critical
to the ever-changing external environment as follows:
1. Content-Led Growth – During the year:
> Secured extensions on the current AFL and Cricket
broadcast agreements, inclusive of digital rights for the
first time, as well as entering into a new agreement with
NBCUniversal which secures more than 1,400 hours a
year of content across the 7Bravo linear channel, 7Plus
and on-demand.
> These agreements supplement the Group’s operations
which has digital at its core. BVOD consumption
continued to grow with a 1.4% increase to total
minutes streamed, excluding Olympics in FY22 and
Commonwealth Games in FY23.
> National ratings leadership continued in FY23, our third
consecutive year of ratings leadership.
> Our print operations, with 32 titles across city and
regional areas in Western Australia, dominate the market,
with the expansion of The West’s digital assets attracting
a younger audience.
2. Transformation – The continued push to maintain cost
discipline has been critical in delivering a sustainable
business over the long term.
> Despite the current macroeconomic inflationary
environment, the Group was able maintain cost growth to
0.9% year on year, with cost savings identified to offset
increases in relation to content investment, the new NBCU
contract and the additional week in FY23. The net cost
saving in relation to major sporting events (Olympics in
FY22 compared to Commonwealth Games in FY23) offset
the increase from the full year Prime contribution in FY23.
> The relocation of the Sydney News teams to the Group’s
head office at South Eveleigh has meant that for the first
time in four decades, all Sydney based staff are now
co-locating in the same offices. The benefits from this
relocation are expected to be seen in FY24 and beyond.
3. Capital Structure and M&A – Recent performance
has resulted in a significant improvement in our financial
results and SWM’s debt position.
> The improved balance sheet has enabled the introduction
of the Buyback program as part of the Group’s capital
management initiatives.
Overview of FY23 Executive Remuneration
and Performance Outcomes
> Fixed Remuneration – There were no remuneration
increases to Executive Key Management Personnel (KMP)
and Non-Executive Directors during the year, excluding
superannuation increases for Non-Executive Directors
based on the statutory increase.
> Short-Term Incentive (STI) Plan – The Group’s
underlying EBIT result did not exceed the 90% threshold
set by the Board for the gateway to open. Accordingly,
no amounts are payable under the FY23 STI Plan.
Further details of the FY23 STI Plan are provided in
Section 7 of the Report.
> Long-Term Incentive (LTI) Plan – The FY21 grant
reached the end of its three-year performance period on
30 June 2023. The Award was tested against the Absolute
TSR CAGR performance metric associated with the FY21
plan. The share price significantly outperformed the
upper end of the target range. Accordingly, the FY21 LTI
plan will vest in full, with participants receiving restricted
shares subject to a minimum 12-month restriction period
in FY24.
Following the AGM in November 2022, performance rights
under the FY23 LTI Plan were granted to the MD & CEO and
other Executive KMP with the key features being:
a. An Absolute Total Shareholder Return Compound Annual
Growth Rate (ATSR CAGR) performance hurdle over a
three-year performance period with a further minimum
12-month restricted period; and
b. A performance-based vesting schedule with vesting
between 50% to 100% based on performance from
15% to greater than 25%.
Further details of the FY23 LTI Plan are provided in Section 7
of the Report.
There were no other material changes to the remuneration
framework or terms and conditions of KMP during FY23.
48
Remuneration Report Seven West Media Limited Annual Report 2023
Changes to Key Management Personnel and Non-Executive Directors
> KA McGrath, Chief People and Culture Officer, left the Group effective 30 November 2022.
> JH Alexander, Non-Executive Director and Remuneration & Nomination Committee Chairman retired on
10 November 2022.
> C Garnsey OAM was appointed Remuneration & Nomination Committee Chairman effective 10 November 2022.
Response to concerns raised regarding the FY22 Remuneration Report and changes
for FY24
At the 2022 Annual General Meeting (AGM), 29.17% of votes cast by voting shareholders representing 8.5% of the total
shareholders were against the FY22 Remuneration Report. Following the AGM, the SWM Board and Remuneration
& Nomination Committee have consulted with proxy advisors, investors and other stakeholders to identify issues for
consideration. The valuable feedback received has been incorporated into the review of our remuneration framework
for FY24 as well as the disclosure of FY23 outcomes.
The key issues and concerns raised during these discussions are listed below.
Key concerns
Response
The LTI plan has only one measure (Absolute TSR).
The FY24 LTI Plan will be based on two equally weighted
measures; Relative TSR and EPS Growth.
An Absolute TSR hurdle may inappropriately penalise (or reward)
executives due to market conditions despite the positive (or negative)
contribution of the executive.
Absolute TSR will be replaced by a Relative TSR measure, with
vesting based on Seven West Media’s relative TSR performance
against a selected group of peer companies.
LTI plan does not have a relative performance measure.
Further information can be found in section 7.4.
High CEO Fixed Remuneration relative to comparators on a market
capitalisation basis
Outlook and Changes for FY24
Our Group’s strategy to focus on content-led growth and
market-leading digital assets will play a major role in
adapting to the ever-changing content consumption habits
of people across all demographics. This growth will be
balanced by an ongoing focus on cost management and
operational efficiencies, as well as capital management
initiatives.
As outlined in our response to the concerns around the
FY22 Remuneration Report we have made changes to LTI
arrangements from the FY24 performance year which aims
to balance the interests of shareholders whilst providing
appropriate incentive for our executives to deliver against
our long-term business strategy.
The Board believes the CEO’s Fixed Remuneration remains
appropriate given the responsibilities, qualifications and
experience required to lead a diversified organisation, focused
on transforming media, such as Seven West Media. It is also
aligned to applicable profile and size of business market
benchmarks in the sector.
In considering appropriate benchmark organisations in
determining Fixed Remuneration, market capitalisation is
only one factor to apply, with competitor alignment; business
complexity and regulatory environment being other factors
to consider.
The CEO’s Fixed Remuneration remains unchanged for FY24,
except for an increase in superannuation based on the statutory
increase. Outside of this, Fixed Remuneration has remained
unchanged since his appointment in 2019.
During this time Seven West Media has acquired and
successfully integrated the Prime regional television network,
meaningfully growing the size of our business, operations
and audience reach, without any change to the CEO’s Fixed
Remuneration.
Thank you for your ongoing support of Seven West Media.
I look forward to receiving your views and support at the
2023 Annual General Meeting.
Yours faithfully,
Colette Garnsey
Remuneration & Nomination Committee Chairman
49
Table of Contents
1. FY23 Remuneration Framework – Overview
2. Link between remuneration policy and Group performance
3. Executive Remuneration Outcomes During the FY23 Performance Year
3.1 Executive Remuneration Earned and Vested (Voluntary Disclosure)
4. Overview
5. FY23 Key Management Personnel Covered by this Report
6. Remuneration Governance
6.1 Role of the Remuneration and Nomination Committee
6.2 Members of the Remuneration and Nomination Committee During FY23
6.3 Services from External Remuneration Consultants
7. Incentive Plans Overview
7.1 Short-Term Incentive (STI) Plan
7.2 Long-Term Incentive (LTI) Plan
7.3 Performance Rights granted under FY23 STI and LTI Plans
7.4 FY24 LTI Plan
8. FY23 Incentive Plans Outcomes
8.1 FY23 STI Outcomes
8.2 Prior year LTI Outcomes during FY23
9. Statutory Remuneration Disclosures for Key Management Personnel
9.1 Executive Remuneration in Detail (Statutory Disclosures)
9.2 Key Management Personnel Equity Transactions and Holdings
10. Loans and Other Transactions with Key Management Personnel
11. Non-Executive Directors (NEDs) Remuneration Framework
11.1 NEDs Director Fees
11.2 NED Remuneration
51
52
53
55
55
56
57
61
63
65
66
50
Remuneration Report Seven West Media Limited Annual Report 2023 1. FY23 Remuneration Framework – Overview
Seven’s Remuneration Framework and outcomes are strongly linked to the delivery of shareholder value over the short and
long-term. Executive remuneration is determined by the Remuneration and Nomination Committee and, for the MD and
CEO, is recommended to the Board for its approval. Executive remuneration comprises both a fixed component and variable
(or ‘at risk’) components which include STI and LTI elements.
In structuring remuneration, the Board aims to find a balance between fixed remuneration and ‘at risk’ variable remuneration;
cash and deferred equity; and short and long-term rewards in line with the Group’s performance cycle.
Fixed Remuneration (FR)
Short-Term Incentives (STI)
Long-Term Incentives (LTI)
Purpose
Description
Provides a fixed level of income
commensurate with the Executive’s
role, responsibilities, qualifications,
and experience. Base remuneration
and superannuation are aimed at the
median of the market.
Fixed remuneration is made up of
cash salary, non-monetary benefits
and employer contributions to
superannuation funds as well as any
ongoing employee benefits on a
salary-sacrificed basis.
Outcomes
reached in
FY23
No changes were made to fixed
remuneration for MD & CEO or other
executives during FY23.
STI rewards the achievement of pre-
determined, individual and Group KPIs
over the 12-month performance period
which are aligned to, and supportive of
the Group’s annual strategic objectives.
STI awards are delivered in cash
(50%) and deferred shares (50%).
Any restricted shares awarded at
the end of the performance period
are subject to a minimum 12-month
restriction period.
The Group’s underlying Earnings Before
Interest and Tax (EBIT) result for FY23
did not exceed the 90% EBIT gateway,
resulting in no vesting of the FY23 STI
plan.
LTI rewards the achievement of
pre-determined Group objectives
over the 3-year performance period
which are aligned to and supportive
of the Group’s longer term strategic
objectives.
LTI awards are delivered in performance
rights, subject to performance and
service conditions. The performance
is tested once at the end of the
performance period.
The FY21 LTI Plan exceeded the upper
end of its Absolute Total Shareholder
Return Compound Annual Growth
Rate benchmark as tested at the end
of the performance period (30 June
2023), resulting in 100% of the award
converting into restricted shares in
FY24.
Opportunity No ‘at risk’ portion
% of FR
Target
Maximum
% of FR
CEO:
100%
CFO1:
75%
Other
execs1:
50%
Mix
(At target)
CEO:
CFO:
Other executives:
33.3%
40%
57%
CEO:
CFO:
Other executives:
150%
93.75%
62.5%
33.3%
30%
29%
CEO:
CFO:
Other
execs:
CEO:
CFO:
Other executives:
100%
75%
25%
33.3%
30%
14%
Delivery
All KMP
100% cash
All KMP
All KMP
50% cash
50% deferred shares2
100% deferred shares2
Timing
All KMP
All KMP
All KMP
Yr 1
Cash
Performance
Period
Performance
Period
Yr 1
Yr 2
Yr 3
Yr 1
Yr 2
Yr 3
Yr 4
Yr 5
Cash
Performance
rights
Restricted
shares3
Performance
rights
Restricted
shares3
1
To drive and incentivise significant outperformance, from the FY23 performance year onwards for the CFO and other Executives a maximum
STI opportunity of 125% of target was introduced, determined subject to the Board’s discretion. Refer to Section 7.1 for further detail.
2 Deferred shares collectively refers to performance rights and any restricted shares received.
3
The change to restricted shares is dependent on performance and service conditions being met.
51
2. Link between remuneration policy and Group performance
MD and CEO Performance Objectives
The Committee reviews and makes recommendations to the Board on performance objectives for the MD and CEO.
These objectives are intended to provide a clear link between remuneration outcomes and the key drivers of long-term
shareholder value.
Group performance is linked to the STI Plan through the EBIT hurdle as defined below. The STI objectives are set in the form of
a balanced scorecard with targets and measures aligned to the Group’s strategic priorities cascaded from the MD and CEO
scorecard to the relevant Executive KMP scorecard. The key financial and non-financial objectives for the MD and CEO in
the 2023 financial year, with commentary on key highlights, are provided in Section 8.1 of the Report.
Group performance is linked to the LTI Plan through the ATSR CAGR target for the FY21, FY22 and FY23 LTI plans. This has
been updated in the FY24 LTI Plan, refer description in Section 7.4.
Group Financial Performance – Five Year Perspective
In FY23, the Remuneration Policy was linked to profit before significant items, net finance costs and tax (EBIT), and TSR
performance of the Group.
The following table sets out the Group’s performance over the last five financial years:
Statutory NPAT ($’000’s)
NPAT (excluding significant items)1,2 ($’000’s)
Profit before significant items1, net finance costs and tax
(EBIT) ($’000’s)
Profit before depreciation, amortisation, significant items1,
net finance costs and tax (EBITDA) ($’000’s)
2023
2022
20215
20204,5
20194,5
145,747
146,309
238,266
211,052
200,759
308,993
318,122
(201,181)
(324,294)
125,545
229,108
36,896
94,985
249,451
212,812
279,745
342,190
253,891
123,427
263,468
Revenue ($'000's)
1,487,424
1,539,629
1,269,646
1,227,047
1,427,003
Diluted earnings per share (as reported) (cents)
Diluted earnings per share (excluding significant items)1
(cents)
Shares bought back during the year (‘$000’s)
Dividend per share (cents)
Share price as at reporting date3 ($)
Return on capital employed (%)
9.2
9.3
14,998
–
0.38
21.40
13.0
12.4
–
–
0.38
31.50
20.7
8.2
–
–
0.47
22.75
(13.2)
2.5
–
–
0.09
9.55
(21.5)
16.5
–
–
0.47
21.03
1 Significant Items is a non-IFRS measure. For details of significant items, refer to Note 2.4 to the Financial Statements.
2 NPAT (excluding significant items) is a non-IFRS measure. This measure is applied consistently year on year and used internally by management
to assess the performance of the business and hence is provided to enable an assessment of remuneration compared to Group performance.
Refer to the Operating and Financial Review for reconciliation to statutory net profit after tax.
The opening share price on the first day of trading in FY19 was $0.84.
2020 and 2019 figures have been restated for the impact of accounting standard changes.
Excludes discontinued operations.
3
4
5
52
Remuneration Report Seven West Media Limited Annual Report 2023 3. Executive Remuneration Outcomes During the FY23 Performance Year
3.1 Executive Remuneration Earned and Vested (Voluntary Disclosure)
The purpose of these tables is to provide shareholders with a summary of the actual remuneration which has been earned by
Executive KMP during 2023, and to show remuneration received during 2022 for comparative purposes. These are prepared to
supplement the statutory requirements in Section 9.1 of the Report. This disclosure has been revised in the current year so that
the value earned aligns to the performance period ending in each financial year.
The cash and restricted share components of the STI and LTI plans appearing in these tables are deemed to be earned as
tested at end of the performance year. These amounts are paid or will vest in the following financial year. This is different to
the Statutory Disclosure table in Section 9, which has been prepared in accordance with Australian Accounting Standards,
which discloses the value of STI and LTI grants which may or may not vest in future years (i.e., reported on an accounting
basis).
Cash Paid
This table represents Fixed and other Remuneration received, as well as the value of cash incentives earned in respect of 2023
and 2022.
Name
MD and CEO
J Warburton
Executive KMP
KJ Burnette
J Howard
BI McWilliam
Former Executive KMP
KA McGrath4
Total
Financial
Year
Fixed
Remuneration1
$
Other
Remuneration2
$
STI Cash
Payment3
$
Termination
Payments
$
Total Cash
Payments4
$
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
1,313,125
1,326,432
1,209,176
1,226,432
609,131
626,432
1,090,655
1,076,432
231,891
501,432
4,453,978
4,757,160
49,009
50,905
48,878
44,324
37,562
34,361
44,617
41,834
(31,211)
32,286
148,855
203,710
-
1,012,500
-
312,500
-
308,100
-
275,000
-
-
-
-
-
-
-
-
1,362,134
2,389,837
1,258,054
1,583,256
646,693
968,893
1,135,272
1,393,266
-
251,999
131,250
-
452,679
664,968
-
251,999
4,854,832
2,039,350
-
7,000,220
1
Fixed remuneration is the total cost of salary, salary-sacrificed benefits (including associated fringe benefits tax (FBT)) and an accrual for annual
leave entitlements. The value may change where an Executive’s annual leave balance changes as a result of taking additional or less leave than the
leave accrued during the year.
2 Other remuneration includes the cash value of non-monetary benefits, superannuation, long service leave entitlements and any FBT payable on
non-monetary benefits. The elements of other remuneration are valued consistently with the equivalent benefits included in the statutory disclosure
table in Section 9 of the Report.
3 Represents cash STI awarded for the performance year, which is paid in the following year.
4 KA McGrath’s employment ended on 30 November 2022. Termination benefits include payment in lieu of notice and provision of other benefits by
law upon termination.
53
Equity Payments
This table represents Equity-based remuneration considered to be earned in respect of those plans that reached the end of
their performance period during 2023 and 2022. The value shown for these plans is based on the share price at the end of the
performance year, which is aligned to the end of the financial year. The movement in share price between grant date allocation
and the value of performance rights based on share price at the end of the performance period is noted separately below.
Name
MD and CEO
J Warburton
Executive KMP
KJ Burnette
J Howard
BI McWilliam
Former Executive KMP
KA McGrath4
Total
Financial
Year
STI Vesting1
$
LTI Vesting2
$
Share Price
movement3
$
Total Value of
Equity Payments
$
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
-
1,350,000
1,012,500
-
2,868,750
(189,506)
-
312,500
-
308,100
-
275,000
-
131,250
-
2,039,350
312,500
-
325,000
-
275,000
-
131,250
-
2,393,750
-
664,062
(58,489)
690,625
(57,666)
584,375
(51,471)
278,906
(24,566)
5,086,718
(381,698)
4,218,750
822,994
976,562
254,011
1,015,625
250,434
859,375
223,529
410,156
106,684
7,480,468
1,657,652
1 Relates to the value of performance rights allocated under the FY22 STI plan, with the number of performance rights based received on a five-day
VWAP of 46.75 cents. The rights automatically convert into restricted shares in August 2022 (FY23) based on financial performance in the year
ended 25 June 2022.
2 Relates to value of performance rights allocated under the FY21 LTI plan, with the number of performance rights received based on a five-day
VWAP of 12.0 cents. The rights will automatically convert into restricted shares in August 2023 (FY24) based on the calculation performed over the
performance period of 1 July 2020 to 30 June 2023.
3 Relates to the growth in share price from the grant date allocation 5-day VWAP to the value at the end of the performance period being 37.5 cents
at 30 June 2023 (applicable to the FY21 LTI earned in FY23) and 38.0 at 25 June 2022 (applicable to the FY22 STI earned in FY22).
4 KA McGrath forfeited her FY23 STI entitlement and was not a participant in the FY23 LTI entitlement issuance. KA McGrath’s FY22 STI restricted
shares were retained and FY21 and FY22 LTI entitlements remain on foot to be tested in line with the operation of the plan, with the expected
vesting of the FY21 LTI noted above.
54
Remuneration Report Seven West Media Limited Annual Report 2023
4. Overview
This Report describes the remuneration arrangements for the Key Management Personnel (KMP) of Seven West Media Limited
as defined in AASB 124 Related Party Disclosures, including Non-Executive Directors, the Managing Director and Chief
Executive Officer (MD and CEO), and other Executives (including Executive Directors) (hereafter referred to in this Report as
Executive KMP) who have authority for planning, directing and controlling the activities of the Group.
The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations
Act 2001 (Cth). It forms part of the Directors’ Report.
5. FY23 Key Management Personnel Covered by this Report
The KMP whose remuneration is disclosed in this year’s Report are:
KMP
Non-Executive Directors (NEDs)
KM Stokes AC
T Dyson
D Evans
C Garnsey OAM
M Malone
RK Stokes AO
M Ziegelaar
Former NEDs
JH Alexander
Position
Chairman
Director
Director
Director
Director
Director
Director
Director
Managing Director and Chief Executive Officer
Term as KMP
Full Year
Full Year
Full Year
Full Year
Full Year
Full Year
Full Year
Part Year – retired 10 November 2022
J Warburton
Executive KMP
KJ Burnette
J Howard
BI McWilliam
Former Executive KMP
KA McGrath
MD and CEO
Chief Revenue Officer
Chief Financial Officer
Commercial Director
Full Year
Full Year
Full Year
Full Year
Chief People and Culture Officer
Part Year – ceased as KMP on
30 November 2022
55
6. Remuneration Governance
6.1 Role of the Remuneration and Nomination Committee
The Remuneration and Nomination Committee is the governing body for establishing, monitoring and reviewing the
Remuneration Framework for the Group. The primary objective of the Remuneration and Nomination Committee (the Committee)
is to assist the Board to fulfil its corporate governance and oversight responsibilities. The Committee seeks to ensure that
remuneration policies and structures are fair, competitive and are aligned with the long-term interests of the Group. The
Committee has a strong focus on the relationship between business performance, risk management and remuneration.
Content Led Growth
Strategic Priorities
Transformation
Remuneration Strategy
Capital Structure and M&A
Attract and retain high-performing employees with market competitive and flexible reward.
Align reward to our business strategy, helping to create sustainable shareholder value, while adhering to good governance principles.
Remuneration Principles
Align remuneration
with shareholder
interests
Provide market
competitive
and responsible
remuneration
Enable attraction
and retention of
high-performing
employees
Support an
appropriate culture
and employee
conduct
Be simple, flexible
and transparent
Differentiate pay for
performance and
behaviour in line
with our vision and
strategy
An overview of the roles and responsibilities of the Board, the Committee and Management in relation to Board and Executive
KMP remuneration is as follows:
Board
Remuneration and
Nomination Committee
Management
> Approves remuneration arrangements
> Recommends remuneration and incentive
> Prepares recommendations and
and conditions of service for the MD
and CEO, Executive KMP and Non-
Executive Directors.
policies, structures and practices.
> Recommends remuneration arrangements
for the MD and CEO and Executive KMP.
> Monitors the performance of Executive
management.
> Retains discretion in determining
> Undertakes an annual review of the
Group’s remuneration strategy and
Remuneration Policy.
the overall outcome of the incentive
awards or to adjust remuneration
to ensure it is consistent with, and
appropriately reflects the Group
performance and of the individual
Executive experience over the relevant
performance period.
> Reviews executive remuneration
arrangements for Executive KMP
and Non-Executive Directors on an
annual basis against the Remuneration
Policy, obtaining independent external
remuneration advice where appropriate.
> Review and recommend the Remuneration
Report and any other report required to
be produced for shareholders to meet
statutory requirements.
provides supporting information for the
Committee’s consideration.
> Implements approved remuneration-
related policies and practices.
> The MD and CEO assesses each
Executive’s performance at the end of
the financial year relative to agreed
business and individual targets. Based
on this assessment, the MD and CEO
makes a recommendation to the
Committee for approval.
During the year, the Committee met on nine occasions and reviewed and approved or made recommendations to the Board on
matters including:
> Remuneration review for the MD and CEO and other senior Executives (broader than those disclosed in the Remuneration
Report) covered by the Group’s Remuneration Policy;
> Review of the STI Plan, LTI Plan and Employee Share Plans;
> The Group’s performance framework (objectives setting and assessment) and annual variable remuneration spend;
> Performance and remuneration outcomes for senior Executives;
> Approval of Executive KMP and other senior Executive appointments and terminations;
> The effectiveness of the Group’s Remuneration Policy;
> Succession plans for senior Executives; and
> Diversity, equity and inclusion, employee engagement, and health, safety and wellbeing.
The Committee reviews its Charter every financial year. The Corporate Governance Statement on pages 37 to 43 provides
further information on the role of the Committee.
56
Remuneration Report Seven West Media Limited Annual Report 2023 6.2 Members of the Remuneration and Nomination Committee During FY23
During FY23, the members of the Remuneration and Nomination Committee were:
> Ms C Garnsey OAM – appointed Chairman 10 November 2022
> Mr D Evans
> Mr RK Stokes AO
> Mr M Malone – appointed to Committee 10 November 2022
> Mr JH Alexander, Chairman – retried 10 November 2022
6.3 Services from External Remuneration Consultants
The Group employs in-house remuneration professionals who provide recommendations to the Committee and the Board.
External consultants and advisors are engaged as needed to provide independent advice. The requirements for external
consultants’ services are assessed as needed in the context of remuneration matters that the Committee requires to address.
Recommendations provided by external consultants are used as a guide.
During FY23, the Committee engaged PricewaterhouseCoopers (“PwC”) to provide an independent valuation for the 2023
LTI Award, and to assist in developing and designing the proposed FY24 LTI Plan. The Committee also engaged Guerdon
Associates to independently calculate the FY21 LTI outcome noted in Section 8.2. In the course of providing this information,
the Board is satisfied that PwC and Guerdon Associates did not make any remuneration recommendations relating to KMP
as defined by the Corporations Act.
The Committee and Board make their decisions independently, using the information provided and with careful regard to
the Group’s strategic objectives, risk appetite and the Seven West Media Remuneration Policy and principles.
7. Incentive Plans Overview
7.1 Short-Term Incentive (STI) Plan
The STI Plan is an award used to provide clear motivation to focus on strategically aligned metrics and goals that
are measured annually. The award sets annual financial and non-financial measures that are aligned to the Group’s
strategic objectives.
Seven West Media FY23 STI Plan
STI Opportunity
For the MD and CEO, the ‘at target’ STI opportunity is 100% of fixed remuneration, with a maximum
amount of 150% for significant outperformance, determined subject to the Board’s discretion.
To drive and incentivise significant outperformance, from the FY23 performance year onwards for the
CFO and other Executives a maximum STI opportunity of 125% of target was introduced, determined
subject to the Board’s discretion.
For the CFO and other executives, the ‘at target’ STI opportunity is 75% and 50% of fixed remuneration,
with maximum opportunity of 93.75% and 62.5% respectively.
‘At-target’ refers to the STI award opportunity for an Executive who achieves successful performance
against all KPIs and where 100% of the Group’s underlying EBIT target is achieved. EBIT is defined as the
Group’s profit before significant items, net finance costs and tax.
Eligibility
The STI Plan covers employees in executive and senior management positions, subject to having more
than six months’ active service during the financial year and remaining employed on, or not having
provided notice of termination before the award date.
Delivery of Awards
The STI plan delivers awards in the form of:
> 50% paid in cash at the end of the annual Performance and Remuneration Review (usually in the
August pay cycle after results have been released).
> 50% awarded as Performance Rights, designed to support an ownership culture and drive retention
outcomes.
The number of Performance Rights allocated to each participant was determined by dividing the
dollar amount of the STI award deferred component by the 5-trading day volume weighted average
price (VWAP) of the Group’s Share price leading into and including 25 June 2022 (the “Market Price”),
rounded down to the nearest whole number.
At the end of each performance year, an assessment will be performed of the Group and individual’s
performance compared to Target metrics, to determine the amount of performance rights to vest into
restricted shares. Restricted shares are subject to a minimum 12-month restriction period.
Executives have entitlements to dividends and voting rights in relation to their Restricted Shares during
the restriction period. No entitlements exist in relation to performance rights.
57
Seven West Media FY23 STI Plan
Target Measures
Determination
of the STI Gateway
STI targets are set by the Committee and approved by the Board at the start of each performance year,
based on a range of factors including market performance and the responsibilities of each executive.
The size of the STI pool is based on performance, based on the achievement of the Group’s underlying
EBIT target set by the Board at the beginning of the financial year. Dependent on the performance
against this target, the STI pool available will be as follows:
Percentage of Group Underlying EBIT Achieved
(%)
STI Award Pool Available
(% of On-Target)
<90%
90–94%
95–99%
100%
0%
25%
50%
100%
The Board retains discretion to not make an STI award available to participants where such payment
is regarded to be inconsistent with shareholders’ interests over the financial year, even if the gateway
requirement is achieved.
Performance
Conditions
Performance is measured against financial and non-financial measures which support the Group’s
strategy. Performance measures are set across Group, divisional and individual targets. Refer Section
8.1 for the FY23 MD and CEO’s balanced scorecard.
Restricted shares recognise past performance and are not subject to further performance hurdles.
Assessment of
Performance Outcomes
STI outcomes are subject to both a quantitative and qualitative assessment.
The Board has the capacity to adjust STI outcomes (and reduce STI outcomes to zero if appropriate)
in the assessment process.
STI Treatment on
Cessation of Employment
If the participant ceases employment before the end of the performance period by reasons other than
outlined below, unvested awards will automatically lapse.
If the participant ceases employment before the end of the performance period by reason of death,
disablement, retirement, redundancy or for any other reason approved by the Board, unvested awards
remain on-foot, subject to original performance hurdles, although the Board may determine that some or
all of the awards should be forfeited.
Determination of STI at an Individual Level
At an individual level, STI is designed to focus Executives on key performance measures supporting the Group’s business
strategy and encourage the delivery of value for shareholders.
Beginning of
Performance
Period
r
a
e
Y
l
i
a
c
n
a
n
i
F
End of
Performance
Period
Performance Objectives Set
> Individual objectives are agreed for Executive KMP, using a balanced scorecard approach under the
four categories of (i) Strategic; (ii) Financial; (iii) Audience and Content; and (iv) People, Operations
and Compliance.
> The weighting of each measure varies to reflect the responsibilities of an individual’s role.
> The measures relate to the contribution towards short to medium term performance outcomes aligned
to the Group’s strategic objectives.
> This methodology is replicated across the Group for all employees reflecting the individual’s
responsibilities.
Performance Assessed Against Objectives
> The performance of each Executive KMP is assessed against their objectives and compliance
standards. This assessment considers the performance of the Group, division and each individual
against these objectives.
> The Remuneration & Nomination Committee seeks input from the MD and CEO and CFO (on
financial performance, internal audit and compliance matters) to be factored into this performance
assessment.
Determination of Remuneration Outcomes
> Where Executive KMP deliver on-target performance, then incentive award recommendations are
likely to be around target opportunity. Recommendations will be adjusted up or down in line with
performance.
> The Committee’s recommendations for the MD and CEO are then reviewed and ultimately approved
by the Board.
> The Committee approves the remuneration outcomes for other executives.
58
Remuneration Report Seven West Media Limited Annual Report 2023
7.2 Long-Term Incentive (LTI) Plan
LTI rewards performance over the longer term and is designed to encourage sustained performance, drive long-term shareholder
value creation and ensure alignment of executive remuneration outcomes to shareholder interests. LTI awards are delivered in the
form of Performance Rights subject to Group performance hurdles and individual service conditions being met.
Seven West Media FY23 LTI Plan
LTI Plan Vehicle
Number of
Performance
Rights Granted
The grant is made in the form of Performance Rights. The Performance Rights are granted at no cost and each right
entitles the participant to one ordinary share in the Group, subject to the achievement of the performance hurdles and
service conditions outlined below. As Performance Rights are automatically exercised at vesting, no expiry date applies.
For the MD and CEO, the value of the LTI allocated is 100% of fixed remuneration. For the CFO
and other executives, LTI is allocated at 75% and 25% of fixed remuneration respectively.
The number of Performance Rights granted to each Executive is equivalent to the face value of the LTI grant divided
by an amount calculated based on the share price in accordance with the terms and conditions of the Plan.
Performance Hurdle
Performance Rights are subject to continued employment with Seven West Media and an Absolute Total
Shareholder Return Compound Annual Growth Rate (ATSR CAGR) performance hurdle, measured over a three-year
period (1 July 2022 to 30 June 2025).
ATSR CAGR and
Vesting Schedule
ATSR CAGR is a metric where the Group’s performance is measured against a predefined target. That is, it focuses on
the growth of SWM’s share price and value to shareholders, regardless of the broader market and other companies’
movements. It provides executives with a more direct line of sight to the level of shareholder return to be achieved. It
also provides a tighter correlation between the executives’ rewards and the shareholders’ financial outcomes.
The proportion of Performance Rights available to vest following testing of ATSR CAGR at end of the performance
period is as follows:
Group’s ATSR CAGR over
the Performance Period
Proportion of Performance Rights
available to vest %
Less than 15%
15%
Nil
50%
Greater than 15% but less than 25%
On a straight-line pro-rata basis
between 50% to 100%
Equal to or greater than 25%
100%
Testing of
Performance Hurdle
Awards are subject to a three-year performance period. Shortly after the completion of the performance period,
the performance hurdles are tested to determine whether, and to what extent, awards vest.
In assessing performance against the performance hurdles, the Remuneration & Nomination Committee, in its
absolute discretion, may make any adjustments having regard to any matters that it considers relevant, including
adjusting for abnormal or unusual factors that are outside of management’s control.
The LTI Plan does not permit re-testing. Any Performance Rights that do not vest following testing of performance
hurdles (i.e., at the end of the three-year performance period) will lapse.
Any vested performance rights convert to restricted shares. Restricted shares are subject to a further minimum
12-month deferral period.
Disposal Restrictions
on Vested Shares
There is a restriction imposed on the sale of shares acquired after vesting (to the extent the performance hurdles are
achieved) until the earliest of the following:
> The date the Executive ceases employment with Seven West Media (subject to approval by the Board);
> The one-year anniversary of the vesting date (or subsequent anniversaries (if elected by the Executive)); or
> The Board determines that the restriction should be released.
Dividends and Voting
Rights
Change of Control
Performance Rights do not carry any dividend or voting rights prior to vesting.
Where there is a change of control, the Board may determine that some or all of the unvested performance rights vest or
lapse. Where an actual change of control occurs before the Board has exercised its discretion, all unvested performance
rights will vest on a pro rata basis having regard to the portion of the performance period that has elapsed.
Cessation of
Employment
If the participant ceases employment before the end of the performance period by reasons other than outlined
below, unvested awards will automatically lapse.
If the participant ceases employment before the end of the performance period by reason of death, disablement,
retirement, redundancy or for any other reason approved by the Board, unvested awards remain on-foot, subject to
original performance hurdles, although the Board may determine that some or all of the awards should be forfeited.
Hedging
Under the Seven West Media Equity Incentive Plan Rules, Executives who are granted share-based payments,
such as Performance Rights under the LTI Plan, are prohibited from entering into other arrangements that limit their
exposure to losses that would result from share price decreases.
59
7.3 Performance Rights granted under FY23 STI and LTI Plans
In line with the STI and LTI plans outlined above, the dollar value and number of performance rights with respect to the FY23
plans, are detailed below. These are subject to the performance conditions outlined. Refer to Section 8.1 for the outcome
under the FY23 STI Plan.
FY23 Deferred STI1
FY23 LTI2
Total
Name
$
Number3
$
Number4
$
Number
Financial Year
in which
Grant Vests
J Warburton
1,012,500
2,715,933
1,350,000
2,723,970
2,362,500
5,439,903
2024, 2026
KJ Burnette
J Howard
KA McGrath5
BI McWilliam
312,500
243,750
131,250
275,000
838,251
653,835
352,065
737,660
312,500
487,500
Nil
630,548
983,656
Nil
625,000
1,468,799
2024, 2026
731,250
131,250
1,637,491
2024, 2026
352,065
2024, N/A
275,000
554,882
550,000
1,292,542
2024, 2026
100% of the deferred award is recognised in the current performance year, subject to the performance assessment detailed in Section 8.1.
1
2 Subject to performance conditions to be tested on 30 June 2025 and vesting in August 2025.
3
The number of rights granted is based on the Volume Weighted Average Price for the five days leading into and including 25 June 2022.
This price was $0.3728.
The number of rights granted is based on the Volume Weighted Average Price for the five days following the announcement of SWM’s annual
financial results for FY22 financial year. This price was $0.4956.
4
5 KA McGrath ended employment on 30 November 2022. KA McGrath forfeited her FY23 STI entitlement and was not a participant in the FY23 LTI Plan.
7.4 FY24 LTI Plan
The Board has undertaken a review of the LTI incentive plan and in relation to grants made from FY24 onwards, the
performance hurdles for LTI will be based on two equally weighted performance hurdles; Relative Total Shareholder
Return (RTSR) and EPS Growth. Each hurdle will be tested and may vest independently of each other. Other than the
new performance hurdles, there will be no other changes to the operation of the LTI plan, with all other factors operating in
line with the table in Section 7.2.
FY24 Seven West Media Long-Term Incentive Plan
Performance Hurdle
Performance Rights are subject to continued employment with Seven West Media (SWM) and two equally
weighted performance hurdles; Relative Total Shareholder Return and EPS Growth, measured over a three-year
period (1 July 2023 to 30 June 2026).
RTSR and Vesting
Schedule
Performance Measure
SWM peer group ranking
Proportion of Rights available to vest %
At the 75th percentile or better
100%
Between the median and 75th percentile
Pro-rata vesting from 50% to 100%
At the median percentile
Below the median
Calculation of Result
50%
0%
Each company in the peer group will be given a percentile ranking based on the growth in Total Shareholder Return
(TSR) over the three-year performance period. TSR outcomes will be calculated independently by an external provider.
TSR relative to a Media and Entertainment peer group
The peer group is made up of 19 media and entertainment companies (including Seven West Media) listed on the
ASX subject to a minimum market capitalisation at the beginning of the performance period.
The peer group comprises:
> ARN Media Ltd
> Carsales.com Ltd
> Domain Holdings Australia Ltd
> Enero Group Ltd
> EVT Ltd
> Frontier Digital Ventures Ltd
> GTN Limited
> IVE Group Ltd
> News Corporation
> Nine Entertainment Co. Holdings Ltd
> NZME Ltd
> Ooh!Media Ltd
> Playside Studios Ltd
> REA Group Ltd
> Seek Ltd
> Seven West Media Ltd
> Sky Network Television Ltd
> Southern Cross Media Group Ltd
> The Market Herald Ltd
60
Remuneration Report Seven West Media Limited Annual Report 2023 FY24 Seven West Media Long-Term Incentive Plan
EPS Growth and
Vesting Schedule
Performance Measure
Aggregate EPS Growth
Proportion of Rights available to vest %
At or above the maximum EPS target
100%
Between the threshold and maximum target
Pro-rata vesting from 50% to 100%
At the threshold target
Below the threshold target
Calculation of Result
50%
0%
EPS performance will be measured based on underlying EPS adjusted for significant items from the audited annual
accounts allowing for any adjustments to this figure for abnormal or unusual items.
A Threshold EPS target will be set each financial year over the LTI performance period.
The Threshold EPS target is the aggregate total of the threshold EPS target for each financial year within the three-
year performance period.
The maximum EPS target is the aggregate total of the threshold EPS target plus 5% for each financial year within
the three-year performance period.
The annual threshold and maximum EPS targets will be disclosed in the annual report following the end
of the applicable year along with aggregate performance to date.
8. FY23 Incentive Plans Outcomes
8.1 FY23 STI Outcomes
Under the design of the STI Plan, a pool may be available for distribution where the Group’s EBIT threshold target is met as
set out in Section 7.1 of the Report. For FY23, the Group’s EBIT result of $238.3 million meant that the STI financial gateway
did not open.
The STI framework provides a set of Key Performance Indicators (KPIs) which are used to assess the quality of the outcomes
delivered against the Group’s financial and non-financial strategic goals.
61
The FY23 MD and CEO scorecard is as follows:
Strategic Pillar & Measure
Weight
Performance Against Scorecard Targets
Outcome
Strategic
> Deliver on content and cost agenda.
> Continue to drive long term benefits
of Prime acquisition.
> Deliver essential projects to monetise
data and audience to rebuild and scale.
> Future proof content pipeline through
scale, diversification, and synergy.
Financial
> Deliver Company EBITDA / EBIT targets.
> Generate net-free cash outflow at or
better than forecast.
> Improve net debt.
20%
> National Ratings Leadership continued in
FY23, the third consecutive year of ratings
leadership.
Partial Achievement
> #1 ratings for Total People in CY2022.
> Secured extensions to AFL and Cricket
broadcast agreements.
> Share Buyback program operating.
> Delivery of Prime acquisition synergies.
50%
> Group EBITDA $280m and EBIT $238m,
Partial Achievement
both below target.
> Net-free cash flow held at FY22 levels.
> Net Debt at $249m during the year,
after $15m share Buyback.
Audience & Content
> Continue to implement ‘Audience First
20%
> Continued development of REDiQ.
> 7plus achieved registration growth
Partial Achievement
Content’ approach.
> Deliver greater year-round profitable
audience strength and consistency, and
competitive ratings in tentpole strategy.
> Maintain audience share for 7plus.
> WAN digital audience metrics at or above
target.
People, Operations & Compliance
> Achieve value-enhancing outcomes
from relevant regulatory reviews.
> Refresh risk management framework
and approach.
> Effective management and reporting
of all risk and compliance matters.
> Improve the safety of our workplace.
> Drive high performing culture and
engagement.
Total
with 13.5m registered users.
> #1 National, metropolitan and regional news.
> Seven sporting properties remain market
leading with #1 Audience outcomes.
10%
> Delivered strong regulatory outcomes.
> Launched Sustainability Report and
Achievement
carbon reduction ambitions as part of the
FY23 Annual Report.
> Risk appetite process completed
and embedded.
> Ongoing improvement in safety performance.
100%
Partial Achievement
Despite the achievement of certain metrics within the scorecard noted above, as the Group EBIT result is below the 90% target,
the EBIT gateway did not open resulting in the non-vesting of the FY23 STI plan noted in Section 7.3 as follows:
FY23 Deferred STI
$
1,012,500
312,500
243,750
131,250
275,000
Number of
performance rights
2,715,933
838,251
653,835
352,065
737,660
STI Awarded
(as % of Target)
STI Paid as
Cash
$
0%
0%
0%
0%
0%
–
–
–
–
–
Deferred STI
Rights which
will lapse
%
100%
100%
100%
100%
100%
Name
J Warburton
KJ Burnette
J Howard
KA McGrath1
BI McWilliam
1 K A McGrath ended employment on 30 November 2022 and forfeited her FY23 STI entitlement.
8.2 Prior year LTI Outcomes during FY23
The table below shows the vesting outcome for the FY21 LTI grant to Executive KMP that reached the completion of the
performance period at 30 June 2023. Following testing in August 2023, these rights will convert to restricted shares.
Performance Measure
Performance Start Date
Test Date
Outcome
% Vested
% Lapsed
ATSR CAGR
(100% of Award)
1 July 2020
30 June 2023
ATSR CAGR of 54%, which
exceeded the upper end of the
25% hurdle for 100% vesting.
100%
0%
Please refer to the 2021 Remuneration Report for details on the performance hurdles under the 2021 LTI Plan.
62
Remuneration Report Seven West Media Limited Annual Report 2023 d
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63
9.2 Key Management Personnel Equity Transactions and Holdings
9.2.1 Equity Incentive Plan Holdings
Equity grants under the LTI Plan and the STI Plan are made in accordance with the Seven West Media Equity Incentive
Plan Rules.
FY23 LTI Grant and Prior Years’ LTI Grants
This table details the vesting profiles of the Performance Rights granted as remuneration in FY23 to each Executive KMP of
the Group under its LTI Plan, including prior years’ Performance Rights that remain unvested and on-foot, are provided below.
The FY21 LTI plan reached the end of its performance period on 30 June 2023, however, will vest in August 2023.
Name
J Warburton
KJ Burnette
J Howard
BI McWilliam
J Warburton
KJ Burnette
J Howard
K McGrath
BI McWilliam
J Warburton
KJ Burnette
J Howard
K McGrath
Number of
Performance
Rights
Grant
Date
Fair Value
Per Right at
Grant Date
Number of
Rights that
will vest
Percentage of Rights
Forfeited, Lapsed or
Cancelled in FY23
Financial Year
in which Grant
may Vest
2,723,970
14–Dec–22
630,548
14–Dec–22
983,656
14–Dec–22
554,882
14–Dec–22
3,047,404
26–Nov–21
705,417
26–Nov–21
1,100,451
26–Nov–21
296,275
26–Nov–21
620,767
26–Nov–21
11,250,000
01–Dec–20
2,604,166
01–Dec–20
2,708,333
01–Dec–20
1,093,750
01–Dec–20
$0.230
$0.230
$0.230
$0.230
$0.405
$0.405
$0.405
$0.405
$0.405
$0.220
$0.220
$0.220
$0.220
$0.220
–
–
–
–
–
–
–
–
–
11,250,000
2,604,166
2,708,333
1,093,750
2,291,666
–
–
–
–
–
–
–
–
–
0%
0%
0%
0%
0%
2026
2026
2026
2026
2025
2025
2025
2025
2025
2024
2024
2024
2024
2024
BI McWilliam
2,291,666
01–Dec–20
With respect to the FY23 LTI grant, the maximum possible total value of the grant assuming all vesting conditions are met
is calculated as the number of Performance Rights times the Grant date fair value. This maximum value, measured under
applicable accounting standards, will be recognised as statutory remuneration on a straight-line basis equally over the period
to potential vesting in FY26. If all vesting conditions are met, this will be received by each Executive in the year of vesting.
The minimum possible total value is nil where the vesting conditions are not met.
9.2.2 Equity Holdings and Transactions of Executive Key Management Personnel
The table below provides details of equity granted as remuneration and the number of ordinary shares in the Group held during
the financial year by Executive KMP of the Group held directly, indirectly, beneficially and including their personally-related
entities.
Name
Type of Equity-
Based Instrument
Number
Held at
Start of the
Year
Number
Granted
During the
Year as
Remuneration1
Number
Received on
Exercise and/
or Exercised
During the
Year
Number
Lapsed
During the
Year
Number Held
at End of the
Year
Number
Vested and
Exercisable
at End of the
Year
Managing Director and Chief Executive Officer
J Warburton
Performance Rights
16,463,179
5,439,903
(2,165,775)
(2,715,933)
17,021,374
Restricted Shares
11,250,000
2,165,775
(11,250,000)
Ordinary Shares
–
11,250,000
–
–
–
2,165,775
11,250,000
Executive KMP
KJ Burnette
Performance Rights
3,978,032
1,468,799
(668,449)
(838,251)
3,940,131
Restricted Share
3,472,222
668,449
(3,472,222)
Ordinary Shares
230,364
3,472,222
–
–
–
668,449
3,702,586
J Howard
Performance Rights
4,467,822
1,637,491
(659,036)
(653,835)
4,792,442
Restricted Share
1,805,555
659,036
(1,805,555)
Ordinary Shares
195,630
1,805,555
–
–
–
659,036
2,001,185
–
–
–
–
–
–
–
–
–
64
Remuneration Report Seven West Media Limited Annual Report 2023
Name
Type of Equity-
Based Instrument
Number
Held at
Start of the
Year
Number
Granted
During the
Year as
Remuneration1
Number
Received on
Exercise and/
or Exercised
During the
Year
Number
Lapsed
During the
Year
Number Held
at End of the
Year
Number
Vested and
Exercisable
at End of the
Year
BI McWilliam
Performance Rights
3,500,669
1,292,542
(588,235)
(737,660)
3,467,316
Restricted Share
3,055,555
588,235
(3,055,555)
Ordinary Shares
632,608
3,055,555
–
–
–
588,235
3,688,163
Former Executive KMP
KA McGrath
Performance Rights
1,670,773
352,065
(280,748)
(352,065)
1,390,025
Restricted Share
1,458,333
280,748
(1,458,333)
Ordinary Shares
242,470
1,458,333
–
–
–
280,748
1,700,803
–
–
–
–
–
–
1
Includes both FY23 STI and FY23 LTI awards granted as Performance Rights. The balance of Performance Rights at the end of the year are
unvested rights. The FY23 STI award has been noted as lapsed in the above table based on the assessment performed as noted in Section 8.1.
9.2.3 Minimum Shareholding Policy (MSP)
A Minimum Shareholding Policy was introduced effective 1 July 2021, with Non-Executive Directors and Executive KMP given
5 years from the date of inception (or their appointment) to achieve the prescribed shareholding level. 30 June 2023 represents
the second year of this five-year period.
9.2.4 Executive Key Management Personnel Notice Period
The Managing Director and CEO and Other Executive KMP are on rolling contracts until notice of termination is given by either
Seven West Media or the senior executive. The notice period for the Managing Director and CEO and other Executive KMP is
six months (with the exception of Bruce McWilliam whose notice period is three months).
Where the termination occurs as a result of misconduct or a serious or persistent breach of contract (termination for cause),
Seven West Media may terminate employment immediately without notice, payment in lieu of notice or any other termination
payment. In cases of termination for cause or resignation, all unvested performance rights may lapse. In other circumstances,
unvested awards remain on-foot, subject to original performance hurdles, although the Board may determine that some or all
of the awards should be forfeited.
10. Loans and Other Transactions with Key Management Personnel
Transactions involving the Non-Executive Directors and Executive KMP and their related parties are conducted on normal
commercial terms and conditions that are no more favourable than those given to other employees or customers. Any that
are on-foot, are trivial or domestic in nature.
There were no loans provided to KMP during FY23.
65
11. Non-Executive Directors (NEDs) Remuneration Framework
Fees and payments to NEDs reflect the demands which are made on, and the responsibilities of, the NEDs. Our remuneration
framework is designed to attract and retain experienced, qualified Directors and remunerate them appropriately for their time
and expertise.
The table below sets out the components of Non-Executive Director remuneration:
> Base Fee – This fee is paid as cash and is for service as a Non-Executive Director of the Seven West Media Board.
The base fee for the Chairman of the Board covers all responsibilities, including all Board Committees.
> Committee Fees – These additional fees are also paid as cash to other Non-Executive Directors for chairing
or participating in Board Committees.
> Employer Superannuation Contributions – This component reflects statutory superannuation contributions which are
capped at the superannuation maximum contributions base as prescribed under the Superannuation Guarantee legislation.
For the 2023 Financial Year, the statutory increase was passed on for fees under the maximum contribution base.
To maintain independence and impartiality, NEDs fees are not linked to the Group’s performance or short-term results.
Likewise, NEDs are not eligible to participate in any of the Group’s performance-based remuneration arrangements.
From 1 July 2022, NEDs can elect to salary sacrifice a portion of their fees to acquire shares in the Group. Any salary
sacrificed amounts will be used to purchase restricted shares twice a year, shortly following the announcement of the Group’s
half year and full year results in February and August respectively. On vesting, the Share Rights will convert into fully paid
ordinary shares subject to a disposal restriction (a Restricted Share).
11.1 NEDs Director Fees
The fees for the year to 30 June 2023 are provided in the table below:
Annual Remuneration
Board
Audit and Risk Committee
Remuneration
and Nomination Committee
Chairman
Member
11.1.1 Fee Pool
$335,000
$135,614
$40,182
$14,064
$20,091
$10,045
The aggregate of all payments each year to NEDs must be no more than the amount approved by shareholders at the Annual
General Meeting (AGM). The current aggregate fee pool of $1.9 million, inclusive of employer superannuation contributions,
was approved at the 2013 AGM held on 13 November 2013. For the year ended 30 June 2023, $1.331 million (70%) of this fee
pool was used.
11.1.2 Changes to Board and Committee Composition
At the 2022 AGM on 10 November 2022, JH Alexander retired from the Board and as Chairman of the Remuneration
and Nomination Committee. As a result, from 10 November 2022, C Garnsey OAM was appointed as Chairman of
the Remuneration and Nomination Committee and M Malone was appointed as a member of the Remuneration and
Nomination Committee.
66
Remuneration Report Seven West Media Limited Annual Report 2023 11.2 NED Remuneration
11.2.1 Executive Remuneration in Detail (Statutory Disclosures)
Details of the remuneration of the Group’s NEDs are as follows:
Name
NEDs
KM Stokes AC, Chairman
T Dyson
D Evans
C Garnsey OAM
M Malone
RK Stokes AO
M Ziegelaar
Former NEDs
JH Alexander
Total Non–Executive Director Fees
Short-Term
Benefits
Post-Employment
Benefits
Financial
Year
Board
Fees1
$
Non-Monetary
Benefits
$
Superannuation
$
Total
$
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
309,708
311,432
159,091
159,091
144,545
144,545
137,085
131,818
140,711
135,455
145,000
145,000
135,455
135,455
53,654
140,909
1,225,249
1,303,705
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25,292
23,568
16,704
15,909
15,178
14,455
14,394
13,182
14,775
13,545
–
–
14,222
13,545
5,634
14,091
335,000
335,000
175,795
175,000
159,723
159,000
151,479
145,000
155,486
149,000
145,000
145,000
149,677
149,000
59,288
155,000
106,199
1,331,448
108,295
1,412,000
1
Includes fees paid to the Chairman and members of Board Committees as well as salary sacrifice arrangements in respect of the NED plan.
11.2.2 Equity Holdings and Transaction of NEDs
The number of ordinary shares in the Group held during the financial year by each NED held directly, indirectly, beneficially
and including their personally related entities, and restricted shares acquired through the NED share plan, are as follows:
Type of
Equity-Based
Instrument
Number Held
at Start of
the Year
Purchases /
NED Plan Shares
Sales Closing Balance
Name
NEDs
KM Stokes AC
T Dyson
D Evans
C Garnsey OAM
RK Stokes AO
M Ziegelaar
Former NEDs
JH Alexander
M Malone
Ordinary Shares
233,000
Ordinary Shares
621,453,734
Ordinary Shares
Restricted Shares
Ordinary Shares
Ordinary Shares
Restricted Shares
117,720
–
1,397,803
425,000
–
Restricted Shares
Ordinary Shares
Ordinary Shares
–
240,466
10,000
–
–
42,303
–
–
35,051
40,000
90,045
–
–
Restricted Shares
–
36,018
Ordinary Shares
55,768
–
–
–
–
–
–
–
–
–
–
–
–
–
621,453,734
117,720
42,303
1,397,803
425,000
35,051
273,000
90,045
240,466
10,000
36,018
55,768
1
The balance for JH Alexander are as at 10 November 2022, the date of his resignation.
67
Lead Auditor’s Independence
Declaration under Section 307C
of the Corporations Act 2001
To the Directors of Seven West Media Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Seven West Media Limited
for the financial year ended 30 June 2023 there have been:
i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001
in relation to the audit; and
ii. no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Sydney
16 August 2023
Duncan McLennan
Partner
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global
organisation. Liability limited by a scheme approved under Professional Standards Legislation.
68
Financial Statements Seven West Media Limited Annual Report 2023
Financial Statements
For the year ended 30 June 2023
Table of Contents
Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Information
Investor Information
Shareholder Information
Company Information
Notes Index
70
71
72
73
74
117
118
123
124
126
1. Introduction and basis
4. Other Key Balance Sheet Items
7. Group Structure
of preparation
1.1 Basis of Preparation
4.1 Intangible Assets
7.1 Equity Accounted Investees
4.2 Property, Plant and Equipment
7.2 Investments in Controlled
1.2 Changes in Accounting Policies
and Disclosures
4.3 Leases
4.4 Provisions
2. Group Performance
4.5 Other Financial Assets
2.1 Segment Information
2.2 Revenue and Other Income
2.3 Expenses
2.4 Significant Items
2.5 Earnings Per Share
3. Working Capital
3.1 Cash and Cash Equivalents
3.2 Trade and Other Receivables
3.3 Program Rights and Inventories
3.4 Trade and Other Payables
3.5 Deferred Income
3.6 Commitments
5. Taxation
5.1 Taxes
5.2 Deferred Tax Assets
and Liabilities
6. Capital Management
6.1 Borrowings
6.2 Share Capital
6.3 Dividends
6.4 Share-Based Payments
6.5 Capital and Financial Risk
Management
Entities
7.3 Parent Entity Financial
Information
7.4 Related Party Transactions
8. Other
8.1 Remuneration of Auditor
8.2 Contingent Liabilities
8.3 Events Occurring After the
Reporting Date
8.4 Summary of Other Significant
Accounting Policies
69
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2023
Revenue
Other income
Revenue and other income
Expenses
Net income related to investments
Net gain on assets disposed
Major IT Project implementation costs
Net gain on disposal of subsidiaries
Reversal of onerous provisioning
Share of net profit of equity accounted investees
Profit before net finance costs and tax
Finance income
Finance costs
Write off of unamortised original refinancing cost
Profit before tax
Tax expense
Profit for the year
Other comprehensive income (expense)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
Tax in relation to employee share plans
Items that will not be reclassified to profit or loss:
Net change in fair value of financial assets (net of tax)
Other comprehensive expense for the year, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income for the year
Notes
2.2
2.2
2.3
2.4
2.4
2.4
2.4
2.4
7.1
2.4
5.1
2023
$’000
2022
$’000
1,487,256
1,538,537
168
1,092
1,487,424
1,539,629
(1,249,598)
(1,230,954)
12,456
2,040
(21,511)
-
-
440
231,251
3,225
(38,435)
-
196,041
(50,294)
145,747
(597)
78
(9,545)
(10,064)
135,683
3,728
-
-
2,590
8,351
318
323,662
1,385
(36,841)
(4,815)
283,391
(72,339)
211,052
503
-
(20,940)
(20,437)
190,615
135,683
190,602
-
13
135,683
190,615
2.5
2.5
9.4 cents
9.2 cents
13.3 cents
13.0 cents
Earnings per share for profit attributable to the ordinary equity holders of the Company
Basic earnings per share
Diluted earnings per share
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
70
Financial Statements Seven West Media Limited Annual Report 2023 Consolidated Statement of
Financial Position
As at 30 June 2023
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Current tax receivable
Program rights and inventories
Other assets
Total current assets
Non-current assets
Equity accounted investees
Other financial assets
Property, plant and equipment
Intangible assets
Right of use assets
Other assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Deferred income
Current tax liabilities
Total current liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Provisions
Deferred tax liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Reserves
Accumulated deficit
Total equity
Notes
2023
$’000
2022
$’000
3.1
3.2
3.3
7.1
4.5
4.2
4.1
4.3
3.4
4.3
4.4
3.5
3.4
4.3
4.4
5.2
6.1
57,402
230,147
18,574
176,915
20,378
503,416
16,694
79,441
123,215
714,801
62,846
398
997,395
37,938
220,123
-
147,212
19,571
424,844
16,153
39,571
113,829
720,277
68,101
1,561
959,492
1,500,811
1,384,336
206,226
13,488
104,986
62,547
-
387,247
4,019
177,505
50,588
195,788
306,834
734,734
1,121,981
378,830
176,824
12,141
105,249
49,030
63,230
406,474
3,665
186,239
84,578
145,260
294,429
714,171
1,120,645
263,691
6.2
3,417,968
3,432,966
(25,579)
(35,537)
(3,013,559)
(3,133,738)
378,830
263,691
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
71
Consolidated Statement of
Changes in Equity
For the year ended 30 June 2023
Equity
comp-
ensation
reserve
$’000
Reserve
for own
shares
$’000
Share
capital
$’000
Foreign
currency
trans-
lation
reserve
$’000
Notes
Fair
value
reserve
$’000
Accumu-
lated
deficit
$’000
Total
$’000
Non-
controll-
ing
Interests
$’000
Total
Equity
$’000
Balance at 26 June 2021
3,405,666
10,649
(597)
(57)
12,771
(3,345,172)
83,260
1,075
84,335
Profit for the year
Foreign currency translation
differences
Net change in fair value of financial
assets (net of tax)
Other comprehensive income (expense)
for the year, net of tax
Total comprehensive income
(expense) for the year
-
-
-
-
-
-
-
-
-
-
Transactions with owners in their capacity as owners
Share based payment expense
-
6,758
-
-
-
-
-
-
Shares issued pursuant to executive
employee share plan
Shares purchased pursuant to
executive employee share plan
Transactions with non-controlling
interests
Disposal of NCI
27,300
-
(27,300)
-
-
-
-
(17,324)
-
-
-
-
Total transactions with owners
27,300
6,758
(44,624)
-
503
-
-
211,039
211,039
13
211,052
-
503
-
503
-
(20,940)
-
(20,940)
-
(20,940)
503
(20,940)
-
(20,437)
-
(20,437)
503
(20,940)
211,039 190,602
13
190,615
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,758
-
-
-
6,758
-
-
(17,324)
-
(17,324)
395
395
(395)
-
-
-
(693)
(693)
395
(10,171)
(1,088)
(11,259)
Balance at 25 June 2022
3,432,966
17,407
(45,221)
446
(8,169)
(3,133,738) 263,691
- 263,691
Effect of adoption of accounting
standard change
1.2.3
-
-
-
-
-
(6,588)
(6,588)
-
(6,588)
Adjusted opening balance at 25 June 2022
3,432,966
17,407
(45,221)
446
(8,169)
(3,140,326)
257,103
-
257,103
Profit for the year
Foreign currency translation
differences
Tax in relation to employee share plans
Net change in fair value of financial
assets (net of tax)
Other comprehensive income (expense)
for the year, net of tax
Total comprehensive income
(expense) for the year
Transactions with owners in their capacity as owners
Share based payment expense
Shares purchased pursuant to
executive employee share plan
Shares issued pursuant to vesting of
executive employee share plan
-
-
-
-
-
-
-
-
-
-
-
78
-
78
78
2,969
-
-
-
-
-
-
-
-
(1,927)
-
26,771
Shares bought back and cancelled
(14,998)
-
Transfers within equity
-
(7,791)
-
-
Total transactions with owners
(14,998)
(4,822)
24,844
-
(597)
-
-
-
-
-
145,747 145,747
-
145,747
-
-
(597)
78
-
-
(597)
78
(9,545)
-
(9,545)
-
(9,545)
(597)
(9,545)
-
(10,064)
-
(10,064)
(597)
(9,545)
145,747 135,683
- 135,683
-
-
-
-
-
-
-
-
-
-
-
-
-
2,969
-
2,969
-
(1,927)
-
(1,927)
(26,771)
-
-
(14,998)
7,791
-
-
-
-
-
(14,998)
-
(18,980)
(13,956)
-
(13,956)
Balance at 30 June 2023
3,417,968
12,663
(20,377)
(151)
(17,714)
(3,013,559) 378,830
- 378,830
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
72
Financial Statements Seven West Media Limited Annual Report 2023 Consolidated Statement of
Cash Flows
For the year ended 30 June 2023
Notes
2023
$’000
2022
$’000
3.1
Cash flows related to operating activities
Receipts from customers
Payments to suppliers and employees
Dividends received from other investments
Interest and other items of similar nature received
Interest and other costs of finance paid
Interest paid on lease liability
Income taxes paid, net of tax refunds
Net operating cash flows
Cash flows related to investing activities
Payments for purchases of property, plant and equipment
Payments for intangibles
Proceeds from sale of other assets
Payments for other financial assets (net of capital return)
Payment for investment net of cash acquired
Payments for equity accounted investees
Proceeds from sale of investments
Proceeds on sale of subsidiaries (net of cash disposed)
Receipt of previously impaired loans from investees
Loans paid to investees
Net investing cash flows
Cash flows related to financing activities
Payment for share buy back
Payments made for own shares
Proceeds from borrowings
Repayment of borrowings
Payment of refinancing costs
Payment of lease liabilities
Net financing cash flows
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
3.1
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
1,611,116
1,710,728
(1,416,048)
(1,502,707)
-
1,880
(17,623)
(16,298)
(85,595)
77,432
(35,626)
(3,878)
7,429
-
15,287
688
(19,464)
(16,714)
(27,586)
160,232
(24,911)
(2,465)
218
(11,141)
(8,005)
(100,874)
(100)
1,183
-
-
(450)
-
-
(1,758)
162
(400)
(39,447)
(141,169)
(14,998)
(1,925)
200,000
-
(17,324)
516,000
(190,000)
(716,000)
-
(11,598)
(18,521)
19,464
37,938
57,402
(7,124)
(10,009)
(234,457)
(215,394)
253,332
37,938
73
Section 1: Introduction and
basis of preparation
Seven West Media (SWM) is a for-profit company limited by shares
and incorporated in Australia whose shares are publicly traded on
the Australian Securities Exchange. The financial statements are for
the Group consisting of Seven West Media Limited (the “Company”
or “Parent Entity”) and its subsidiaries, all of which are for-profit
entities.
1.1 Basis of Preparation
The consolidated general purpose financial report has been
prepared in accordance with the requirements of the Corporations
Act 2001 and the Australian Accounting Standards and other
authoritative pronouncements of The Australian Accounting
Standards Board and International Financial Reporting Standards
(IFRS).
This financial report is for the period 26 June 2022 to 30 June 2023,
with the comparative period 27 June 2021 to 25 June 2022.
All new and amended Accounting Standards and Interpretations
issued by the AASB that are relevant to the Group and effective for
the current reporting period have been adopted.
The consolidated financial statements were authorised for issue by
the Board of Directors on 16 August 2023. The financial statements
have been prepared using the historical cost basis except for assets
described in Note 6.5B.
The financial statements are presented in Australian dollars (AUD)
and all values are rounded to the nearest $1,000 unless otherwise
stated under the option available to the Company under Australian
Securities and Investments Commission (ASIC) Corporations
Instrument 2016/191.
The Group presents reclassified comparative information where
required for consistency with the current year’s presentation.
1.2 Changes in Accounting Policies
and Disclosures
1.2.1 New and amended standards and interpretations
issued but not yet effective
The Group has not early adopted any standards, interpretations or
amendments that have been issued but are not yet effective.
1.2.2 Tentative agenda decisions that if issued will
impact the Group in the current and prior period
There are no tentative agenda decisions issued at year end that are
expected to have a material impact on the Group in the current and
prior period.
1.2.3 New and amended standards and interpretations
The following accounting standards and interpretations have been
issued and are effective for the Group for the first time in the current
period.
AASB 2020-3 Amendments to AASB 137 Onerous Contracts
- Cost of Fulfilling a Contract
AASB 137 defines an Onerous Contract as a contact in which the
unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it.
The unavoidable costs under a contract reflect the least net cost of
exiting from the contract, which is the lower of the cost of fulfilling it
and any compensation or penalties arising from failure to fulfil it.
The amendments to AASB 137 clarifies that the direct costs of
fulfilling a contract include both the incremental costs of fulfilling the
contract and an allocation of other costs directly related to fulfilling
contracts. Before recognising a separate provision for an onerous
contract, the entity recognises any impairment loss that has occurred
on assets used in fulfilling the contract.
The Group has assessed the impact of these adjustments and
has recognised an opening balance sheet adjustment of $6,588
thousand to increase the onerous provision, with a corresponding
change in opening retained earnings.
74
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Section 2:
Group Performance
2.1 Segment Information
2.1A Description of Segments
Accounting policy
For management purposes, the Group is organised into business segments based on its products and services and has three reportable
segments, as follows:
Reportable segment
Description of Activities
Television
The West
Other Business and
New Ventures
Production and operation of commercial television programming and stations as well as distribution of
programming content across platforms in Australia and around the world. The results of Prime Media Group
have been included in the Television segment since acquisition.
Publishers of newspapers and insert magazines in Western Australia; Colourpress; Digital publishing, West
Australian Publishers and Community Newspaper Group.
Made up of equity accounted investees and other ventures investments.
The chief operating decision makers, responsible for allocating resources and assessing performance of the operating segments, have
been identified as the Chief Executive Officer, the Chief Financial Officer, Business Segment Chief Executive Officers and other relevant
members of the executive team.
Segment performance is evaluated based on a measure of profit / (loss) before significant items, net finance costs and tax.
Revenue from external sales is predominantly to customers in Australia and total segment assets are predominantly held in Australia.
Total assets and liabilities by segment are not provided regularly to the chief operating decision makers and as such, are not required to
be disclosed.
2.1B Segment information
Year ended 30 June 2023
REF
Advertising revenue
Circulation revenue
Licencing of content and programming
Affiliate fees
Rendering of services
Other revenue
Television
$’000
1,210,926
-
67,697
15,644
-
21,163
The West
$’000
88,378
53,603
9,670
-
11,176
7,921
Revenue from continuing operations
1,315,430
170,748
15
440
38
-
Other
Business and
New Ventures
$’000
Corporate [B]
$’000
-
-
-
-
-
1,078
1,078
115
-
-
-
-
-
-
-
-
-
-
Total
$’000
1,299,304
53,603
77,367
15,644
11,176
30,162
1,487,256
168
440
1,315,885
170,786
(1,051,179)
(139,509)
1,193
(1,088)
-
1,487,864
(16,343)
(1,208,119)
Other income
Share of net profit of equity accounted
investees
Revenue, other income and share
of net profit of equity accounted
investees
Expenses
Profit (loss) before significant items,
net finance costs, tax, depreciation
and amortisation
Depreciation and amortisation
[A]
(39,250)
264,706
31,277
(1,782)
105
(433)
(16,343)
279,745
(14)
(41,479)
Profit (loss) before significant items,
net finance costs and tax
225,456
29,495
(328)
(16,357)
238,266
75
Notes to the Financial Statements for the year ended 30 June 2023 2.1 Segment Information (continued)
Year ended 25 June 2022
REF
Advertising revenue
Circulation revenue
Licencing of content and programming
Affiliate fees
Rendering of services
Other revenue
Television
$’000
1,212,189
-
73,143
65,164
-
17,367
The West
$’000
90,449
54,213
13,022
-
9,337
2,301
Revenue from continuing operations
1,367,863
169,322
-
-
-
-
Other
Business and
New Ventures
$’000
Corporate [B]
$’000
-
-
-
-
-
1,352
1,352
1,092
318
-
-
-
-
-
-
-
-
-
Total
$’000
1,302,638
54,213
86,165
65,164
9,337
21,020
1,538,537
1,092
318
Other income
Share of net profit of equity accounted
investees
Revenue, other income and share
of net profit of equity accounted
investees
Expenses
Profit (loss) before significant items,
net finance costs, tax, depreciation
and amortisation
Depreciation and amortisation
[A]
Profit (loss) before significant items,
net finance costs and tax
1,367,863
169,322
(1,039,837)
(135,605)
2,762
(1,282)
-
1,539,947
(21,033)
(1,197,757)
328,026
(32,261)
33,717
(491)
1,480
(433)
(21,033)
(12)
342,190
(33,197)
295,765
33,226
1,047
(21,045)
308,993
[A] Excludes program rights amortisation which is included in media content expenses (refer Note 2.3).
[B] Corporate is not an operating segment. The amounts presented are unallocated costs.
2.1C Other segment information
The chief operating decision makers assess the performance of the operating segments based on a measure of earnings before net finance
costs and tax. This measurement basis excludes the effects of significant items from the operating segments.
Reconciliation of profit before significant items, net finance costs and tax to statutory profit
before tax
Profit before significant items, net finance costs and tax
238,266
308,993
2023
$’000
2022
$’000
Finance income
Finance costs
Profit before tax excluding significant items
Significant items before tax (refer Note 2.4)
Profit before tax
3,225
(38,435)
203,056
(7,015)
196,041
1,385
(36,841)
273,537
9,854
283,391
76
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 2.2 Revenue and Other Income
Accounting policy
Revenue recognition and measurement
The Group derives revenue from the transfer of goods and services. Revenue recognition is based on the delivery of performance
obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance
obligation in the contract has been performed (‘point in time’ recognition) or ‘over time’ as control of the performance obligation is
transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licences and distribution
activities. For these contracts, each performance obligation is identified and evaluated. The Group needs to evaluate if a distribution
right is a right to access the content (revenue recognised over time) or represents a right to use the content (revenue recognised at a
point in time). The Group has determined that most distribution revenues are satisfied at a point in time due to their being limited ongoing
involvement by the Group in the use of the rights following its transfer to the customer.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the
identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group’s
actual performance may impact the revenue to be recognised based on the achievement of agreed targets with the customer such as
audience targets. Variable consideration is not recognised until the performance obligations are met.
Revenue is stated exclusive of GST and equivalent sales taxes.
Revenue recognition criteria for the Group’s key classes of revenue are as follows:
Class of revenue
Recognition criteria
[A] Advertising
> Television Advertising is generated from selling spot airtime and is
recognised at the point of transmission.
> Newspapers Advertising is generated from selling space in the
newspaper and is recognised at the point of publication.
[B] Circulation
> Circulation revenue is generated through the distribution and sale
of newspapers to third party consumers. Recognised on delivery of
the newspaper to the customer and the right to be compensated has
been obtained.
[C] Licencing of content and programming includes:
(i) Programme
production
> Revenue generated from the programmes produced for broadcasters
in Australia and internationally and is recognised at the point of
delivery of an episode and acceptance by the customer.
(ii) Distribution rights
> A licence is granted for the transmission of a programme in a stated
territory, media and period and revenue is recognised at the point
when the contract is signed, the content is available for download
and the licence period has started.
Timing of recognition
At the point in time when
the advertisement is
broadcast or published
At the time the
newspapers are
distributed
At the point in time
when obligations have
been accepted by the
customers
Recognised on delivery of
rights to the customer
[D] Affiliate fees
> Affiliate fees earned through the transmission of network channels in
a stated territory. Recognised in the period of the broadcast feed to
the affiliates in line with the contract terms and conditions.
Recognised over time as
conditions are met over
the contract life
[E] Rendering of services
> The revenue is recognised when the service has been performed.
These services mainly relate to printing and are generally delivered
over a period of time.
[F] Other revenue includes:
(i) Rental income
> Rental income is derived through the leasing of assets and the
benefits are to be transferred over time.
(ii) Dividends
> Dividend revenue is recognised when the right to receive payment is
established.
At the point in time the
services are delivered
Revenue is recognised
over the life of the lease
At the point in time the
dividend is declared
77
Notes to the Financial Statements for the year ended 30 June 2023
2.2 Revenue and Other Income (continued)
Sales revenue
Advertising revenue
Circulation revenue
Licencing of content and programming
Affiliate fees
Rendering of services
Other revenue
Total sales revenue
Other income
Dividends received
Sundry income
Net gain on disposal of property, plant and equipment and investments
Total other income
Timing of Revenue Recognition
REF
[A]
[B]
[C]
[D]
[E]
[F]
2023
$’000
2022
$’000
1,299,304
1,302,638
53,603
77,367
15,644
11,176
30,162
54,213
86,165
65,164
9,337
21,020
1,487,256
1,538,537
-
101
67
168
1,092
-
-
1,092
The following table includes revenue from contracts per above that have been disaggregated by the timing of recognition:
Products or services transferred at a point in time
Products or services transferred over time
Total External Revenue
2023
$’000
2022
$’000
1,471,612
1,473,373
15,644
65,164
1,487,256
1,538,537
78
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 2.3 Expenses
Profit before tax includes the following specific expenses:
Depreciation and amortisation (excluding program rights amortisation)
Advertising and marketing expenses
Printing, selling and distribution (including newsprint and paper)
Media content (including program rights amortisation)
Employee benefits expense (excluding significant items)
Raw materials and consumables used (excluding newsprint and paper)
Repairs and maintenance
Licence fees
Rental expense relating to operating leases
Other expenses from ordinary activities
Total expenses
REF
[A]
[A] [B]
[B]
Included in the expenses above are the specific items [A] to [B] from continuing operations:
[A] Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangible assets
Total depreciation and amortisation
Television program rights amortisation
Total depreciation and amortisation (including program rights amortisation)
Employee benefits expenses incurred in the production of content are recognised in media content
category. The below disclosure includes these amounts as well as the separately recognised
employee benefits expense:
2023
$’000
(41,479)
(29,102)
(31,364)
2022
$’000
(33,197)
(22,677)
(26,641)
(610,607)
(637,436)
(329,872)
(320,644)
(5,455)
(35,311)
(30,819)
(3,021)
(5,400)
(32,778)
(26,159)
(1,849)
(132,568)
(124,173)
(1,249,598)
(1,230,954)
(19,939)
(8,958)
(12,582)
(41,479)
(98,033)
(139,512)
(14,507)
(8,781)
(9,909)
(33,197)
(100,375)
(133,572)
[B] Employee benefits expense
Defined contribution superannuation expense
Total employee benefits expense
(382,869)
(30,741)
(370,632)1
(26,619)1
(413,610)
(397,251)1
1 These amounts have been restated for the revised basis of the disclosure in the current year.
79
Notes to the Financial Statements for the year ended 30 June 2023 2.4 Significant Items
Profit before tax expense includes the following specific (expenses) benefits for which disclosure is relevant in explaining the financial
performance of the Group:
Net income related to investments
Net gain on assets disposed
Major IT Project implementation costs
Net gain on disposal of subsidiaries
Reversal of onerous provisioning
Write off of unamortised original refinancing cost
Total significant items before tax
Tax benefit
Net significant items after tax
REF
[A]
[B]
[C]
[D]
[E]
[F]
2023
$’000
12,456
2,040
(21,511)
-
-
-
(7,015)
6,453
(562)
2022
$’000
3,728
-
-
2,590
8,351
(4,815)
9,854
439
10,293
[A] Net income from investments relates net fair value gains recognised on the Group’s other financial assets, being partially offset by costs incurred in
the finalisation of the Prime Media group acquisition. Prior period amount relates to costs incurred for the Group’s acquisition of Prime Media Group.
[B] During the year the Group sold its properties in Pyrmont and Mackay for total consideration of $7.4 million and recognised a gain on these sales of
$2.0 million.
[C] These costs relate to implementation and customisation costs of a new SaaS arrangement that significantly benefits the future operation of the
group, however, is required to be expensed under changes to the accounting standards.
[D] During the prior year, the Group disposed of its subsidiaries Great Southern Television (GSTV).
[E] During the prior year, the Group recorded reversals to onerous provisions of $8.4 million as a result of changes to the onerous contract review
procedures.
[F] The amount relates to previously unamortised borrowing costs written off following the October 2021 refinance.
80
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 2.5 Earnings Per Share
Accounting policy
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit
(loss) attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares outstanding
during the financial year.
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the figures
used in the determination of basic earnings per share to take
into account the after tax effect of interest and other financing
costs associated with dilutive potential ordinary shares and the
weighted average number of additional ordinary shares that would
have been outstanding assuming the conversion of all dilutive
potential ordinary shares.
Retrospective adjustments
If the number of ordinary or potential ordinary shares outstanding
increases as a result of a capitalisation, bonus issue or share split,
or decreases as a result of a reverse share split, the calculation
of basic and diluted earnings per share for all periods presented
shall be adjusted retrospectively. In addition, basic and diluted
earnings per share of all periods presented shall be adjusted for
the effects of errors and adjustments resulting from changes in
accounting policies, accounted for retrospectively.
Basic earnings per share
Profit attributable to the ordinary equity holders of the Company
9.4 cents
13.3 cents
Diluted earnings per share
Profit attributable to the ordinary equity holders of the Company
9.2 cents
13.0 cents
2023
2022
Earnings used in calculating earnings per share
Profit attributable to the ordinary equity holders of the Company used in calculating
basic and diluted earnings per share.
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares outstanding during the half year used in
the calculation of basic earnings per share
Weighted average number of ordinary shares outstanding during the year used in the
calculation of diluted earnings per share
2023
$’000
2022
$’000
145,747
211,039
2023
Number
2022
Number
1,549,219,761
1,584,458,865
1,580,741,417
1,623,799,141
81
Notes to the Financial Statements for the year ended 30 June 2023 Section 3:
Working Capital
3.1 Cash and Cash Equivalents
Accounting policy
Cash and cash equivalents in the statement of financial position and statement of cash flows includes cash on hand and deposits held at call or
with maturities of three months or less with financial institutions.
Cash at bank and on hand
2023
$’000
57,402
2022
$’000
37,938
Cash at bank earns interest at floating rates based on daily bank deposit rates.
The maximum exposure to credit risk at the reporting date is the carrying amount. The exposure to interest rate risk is disclosed in Note 6.5.
Reconciliation of operating profit after tax to net cash provided by operating activities
Profit for the year from continuing operations:
Non-cash items:
Depreciation and amortisation of property, plant and equipment and intangible assets
Amortisation of right of use assets
Amortisation of television program rights
Share based payment expense
Dividend received from equity accounted investees less share of profit of equity accounted
investees
Movement in unamortised finance costs
Net gain on fair value of investments
Onerous contract costs
Other non-cash items
Changes in operating assets and liabilities, net of effect from acquisitions:
(Increase) decrease in:
Trade and other receivables
Program rights
Other assets
Increase (decrease) in:
Trade and other payables
Program liabilities
Provisions
Other liabilities
Tax balances
Net cash inflow from operating activities
145,747
211,052
32,521
8,958
98,033
2,969
(440)
2,405
(12,945)
(42,079)
(13,357)
(9,448)
(127,736)
155
1,530
27,680
(712)
(518)
(35,331)
77,432
24,415
8,781
100,375
6,758
(318)
8,243
-
(12,847)
7,963
28,143
(69,955)
(1,294)
(27,138)
(61,737)
(79,808)
(26,040)
43,639
160,232
82
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 3.1 Cash and Cash Equivalents (continued)
Significant non-cash transactions
The Group engaged in the following significant non-cash investing and financing activities during the year:
Non-cash investing (outflow) inflow
Acquisition of other financial assets
Conversion of Financial Assets for Ordinary Shares
Acquisition of Ordinary Shares in exchange for Financial Asset
Total non-cash investing outflow
[A] The Group invested in financial assets and issued contra revenue to investees.
3.2 Trade and Other Receivables
Accounting policy
REF
[A]
2023
$’000
(24,200)
12,421
(12,421)
(24,200)
2022
$’000
(25,000)
5,000
(5,000)
(25,000)
Trade receivables
Trade receivables are recognised initially at the value of the
invoice sent to the customer and subsequently at the amounts
considered recoverable. Trade receivables are generally settled
within 30-90 days and are non-interest bearing. The Group
provides goods and services to substantially all of its customers
on credit terms.
The collectability of trade receivables is reviewed on an ongoing
basis. The Group has applied the expected credit loss model
to determine the provision for doubtful debts. A provision for
impairment of trade receivables is used when there is objective
evidence that the Group will not be able to collect all amounts due
according to the original terms of receivables. Debtors which are
known to be uncollectable are written off by reducing the carrying
amounts directly.
The amount of the impairment loss of receivables is recognised in
profit or loss in other expenses. Subsequent recoveries of amounts
previously written off are credited against other expenses in profit
or loss.
Loans and other receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market.
They arise when the Group provides money, goods or services
directly to a third party. They are included in current assets,
except for those with maturities greater than 12 months after the
reporting period which are classified as non-current assets. Loans
and receivables are carried at estimated future cash flow and are
reviewed for impairment on an annual basis.
Current
Trade receivables
Provision for doubtful debts
Provision for sales credits and returns
Other receivables
Total trade and other receivables
Movements in the provision for doubtful debts are as follows:
Balance at the beginning of the financial year
Acquired on business combination
Net movement in provision recognised during the year
Amount utilised
Balance at the end of the financial year
2023
$’000
2022
$’000
243,943
(3,947)
(21,668)
218,328
11,819
230,147
6,285
-
(2,131)
(207)
3,947
233,760
(6,285)
(21,711)
205,764
14,359
220,123
4,976
654
1,336
(681)
6,285
Refer to Note 6.5 regarding information on the Group’s exposure to credit and market risks, and impairment losses for trade and other receivables.
Refer to Note 7.4 regarding receivables from related parties.
83
Notes to the Financial Statements for the year ended 30 June 2023 3.2 Trade and Other Receivables (continued)
Key judgements, estimates and assumptions
Impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed
by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the
individual debtor’s financial position.
Estimates are used in determining the level of receivables that will not be collected. These estimates include factors such as historical
experience, the current state of the Australian economy and industry factors.
3.3 Program Rights and Inventories
Accounting policy
Program rights
Program rights includes both purchased rights and produced
programs.
The Group’s amortisation policy requires the amortisation of
purchased programs on a straight line basis over the expected
useful life.
Program rights are recognised at the earlier of when cash
payments are made or from the commencement of the rights
period of the contract.
Television program rights are carried at the lower of cost less
amortisation and net recoverable amount. Cost comprises
acquisition of program rights and, for programs produced using
the Group’s facilities, direct labour and materials and directly
attributable fixed and variable overheads.
The useful life of purchased programs is assessed at least
annually. Produced programs are expensed when broadcast.
Inventories
Inventories, which includes newsprint, paper, finished goods,
raw material and work in progress, are measured at the lower of
acquisition cost, cost of manufacturing or net realisable value.
The net realisable value is the estimated achievable selling price
in the ordinary course of business less the estimated costs through
to completion and the estimated necessary selling costs.
Current
Television program rights – cost less accumulated amortisation and impairment
Newsprint and paper – at cost
2023
$’000
2022
$’000
164,575
12,340
176,915
140,392
6,820
147,212
Program rights and inventory expense
Program rights and inventories recognised as an expense during the year ended 30 June 2023 amounted to $98,033,083
(June 2022: $100,375,022) and $20,961,725 (June 2022: $15,936,018) respectively.
Key judgements, estimates and assumptions
The Group recognises program rights which are available for use. These are capitalised and amortised over the useful life of the content.
The assessment of the appropriate carrying value of these rights requires estimation by management of the forecast future cash flows
which will be derived from that content. This estimate is based on a combination of market conditions and the value generated from the
broadcast of comparable programs.
84
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 3.4 Trade and Other Payables
Accounting policy
Trade payables and accruals
Trade and other payables represent liabilities for goods and
services provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually
paid within 30-60 days from the end of the month in which they are
incurred and may be interest bearing.
Television program liabilities
Television program liabilities are recognised from the
commencement of the rights period of the contract. Contract
payments made prior to commencement of the rights period are
included in television program rights and inventories as prepaid
program rights and not included in program liabilities.
Current
Trade payables and accruals
Television program liabilities
Non-current
Television program liabilities
3.5 Deferred Income
Accounting policy
2023
$’000
2022
$’000
130,048
76,178
206,226
4,019
4,019
127,972
48,852
176,824
3,665
3,665
Deferred Income
Deferred income represents the consideration received from customers in advance of transferring a good or service.
Current
Investment contra
Unearned advertising revenue
Program Sales
Other
2023
$’000
41,889
13,849
3,839
2,970
62,547
20221
$’000
21,861
20,574
5,000
1,595
49,030
1
This presentation has been updated in the current year. 2022 amount relates to amounts previously classified as deferred income and contract
liabilities.
85
Notes to the Financial Statements for the year ended 30 June 2023 3.6 Commitments
Year ended 30 June 2023
Capital expenditure commitments
Operating lease commitments
Contracts for purchase of television programs
and sporting broadcast rights
Contracts for employee services
Contracts for other services
Year ended 25 June 2022
Capital expenditure commitments
Operating lease commitments
Contracts for purchase of television programs
and sporting broadcast rights
Contracts for employee services
Contracts for other services
< 1 year
$’000
1–5 years
$’000
> 5 Years
$’000
1,277
6,803
-
22,043
-
1,865
Total
$’000
1,277
30,711
429,510
1,583,936
994,536
3,007,982
74,568
53,994
32,159
63,214
-
1,936
106,727
119,144
566,152
1,701,352
998,337
3,265,841
1,140
7,212
-
22,989
307,065
486,187
52,997
37,978
20,047
60,571
406,392
589,794
-
5,944
-
-
1,873
7,817
1,140
36,145
793,252
73,044
100,422
1,004,003
Types of Commitments
Capital expenditure commitments
Commitments for the acquisition of property, plant and equipment
contracted for at the reporting date but not recognised as
liabilities.
Operating lease commitments
Operating lease commitments relate to minimum lease payments
on non-cancellable leases contracted for at the reporting date but
not recognised as liabilities. These leases are low value and are
not required to be accounted for under AASB16 Leases.
Payments made under operating leases (net of any incentives
received from the lessor) are charged to profit and loss on a
straight line basis over the period of the lease.
Contracts for purchase of television programs and sporting
broadcast rights
Commitments for minimum payments in relation to non-cancellable
purchase contracts of television programs and sporting broadcast
rights at the reporting date but not recognised as liabilities.
Contracts for employee services
Commitments for minimum payments in relation to non-cancellable
contracts for employee services at the reporting date but not
recognised as liabilities.
Contracts for other services
Commitments for minimum payments in relation to non-cancellable
contracts for other services at the reporting date but not recognised
as liabilities.
86
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Section 4:
Other Key Balance Sheet Items
4.1 Intangible Assets
Accounting policy
Goodwill
Goodwill acquired in a business combination is initially measured
at cost. Cost is measured as the consideration and transaction
cost of the business combination minus the net fair value of
the acquired and identifiable assets, liabilities and contingent
liabilities. Following initial recognition, goodwill is measured at
cost less any accumulated impairment losses.
Refer to Note 4.1.1 for further details on assessment of carrying
value.
Intangible Assets
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition.
Costs incurred for internally developed software and websites
are capitalised and amortised over the estimated useful life of the
software or website. Costs that relate to the design and ongoing
maintenance of the internally developed software and websites
are expensed as incurred.
Software-as-a-Service (SaaS) arrangements are service
contracts providing the Group with the right to access the cloud
provider’s application software over the contract period. As
such the Group does not receive a software intangible asset at
the contract commencement date. For SaaS arrangements, the
Group assesses if the contract will provide a resource that it can
‘control’ to determine whether an intangible asset is present. If the
Group cannot determine control of the software, the arrangement
is deemed a service contract and any implementation costs
including costs to configure or customise the cloud provider’s
application software are recognised as operating expenses
when incurred.
Following initial recognition, intangible assets are carried at cost
less amortisation and any impairment losses. The useful lives
of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised on a straight line
basis over their useful life and tested for impairment whenever
there is an indication that they may be impaired. Intangible
assets with indefinite lives are tested for impairment annually.
The amortisation period and method is reviewed at least annually.
A summary of the policies applied to the Group’s intangible assets is as follows:
Amortisation method used
Internally generated or acquired
Goodwill
Useful life
Indefinite
No amortisation
Television licences
Indefinite
No amortisation
The West mastheads
Indefinite
No amortisation
Radio licences
Indefinite
No amortisation
Acquired
Acquired
Acquired
Acquired
Reacquired Rights
Finite (1-2 years)
Amortised on a straight line basis over its useful life Acquired
Customer
Relationships
Finite (2-9 years)
Amortised on a straight line basis over its useful life Acquired
Computer software
Finite (3 - 15 years)
Amortised on a straight line basis over its useful life
Internally developed and acquired
87
Notes to the Financial Statements for the year ended 30 June 2023 4.1 Intangible Assets (continued)
Licences
$’000
Mastheads
$’000
REF
Computer
software
$’000
Goodwill
$’000
Re-acquired
Rights and
Customer
relationships
$’000
Total
$’000
Year ended 30 June 2023
Opening net book amount
Finalisation of business combinations
[A]
Additions
Amortisation charge
670,277
-
-
-
Closing net book amount
670,277
-
-
-
-
-
8,163
27,398
14,439
720,277
(39)
2,856
3,878
(4,255)
-
-
411
-
3,228
3,878
(8,327)
(12,582)
7,747
30,254
6,523
714,801
Comprised of:
Cost
Accumulated amortisation
and impairment
Year ended 25 June 2022
Opening net book amount
Additions
Additions through business
combinations
[A]
Disposals
Amortisation charge
2,300,000
119,555
72,604
1,266,337
19,725
3,778,221
(1,629,723)
(119,555)
(64,857)
(1,236,083)
(13,202)
(3,063,420)
670,277
-
-
-
-
-
-
-
-
-
-
10,003
2,470
946
(222)
(5,034)
-
-
-
-
680,280
2,470
27,398
19,314
47,658
-
-
-
(222)
(4,875)
(9,909)
8,163
27,398
14,439
720,277
Closing net book amount
670,277
Comprised of:
Cost
Accumulated amortisation
and impairment
2,300,000
119,555
99,185
1,263,481
19,314
3,801,535
(1,629,723)
(119,555)
(91,022)
(1,236,083)
(4,875)
(3,081,258)
[A] During the year ended 25 June 2022, the Group recognised intangible asset additions as part of the acquisition of the assets of Prime Media
Group, which was provisionally accounted for at that date. During the year ended 30 June 2023, the Group has finalised its acquisition accounting
which has resulted in changes to the provisional intangible amounts recognised as detailed above, as well as a $982,000 decrease in property,
plant and equipment and a net increase of $2,246,000 in the acquisition date deferred tax liability recognised.
88
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023
4.1 Intangible Assets (continued)
4.1.1 Impairment of non-financial assets
Accounting policy
Goodwill and intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for impairment,
or more frequently if events or changes in circumstances indicate
that they might be impaired. Assets are grouped at the lowest
levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from other
assets or groups of assets (cash generating units or CGUs). Other
assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less
cost to sell and its value in use.
In calculating the recoverable value, the cash flows include
projections of cash inflows and outflows from continuing use of
the CGU’s assets. For value-in-use models, the cash flows are
estimated for the assets of the CGU in their current condition and
discounted to their present value using a pre-tax discount rate that
reflects the current market assessments of the risks specific to the
CGU. For fair value less cost to sell models, the recoverable amount
is defined as the price that would be received from selling the asset
less any costs required and needed to make the sale.
Non-financial assets other than goodwill that have been impaired
previously are reviewed for possible reversal of the impairment at
each reporting date. Impairment reversals are recognised to the
extent of any previous revaluation with any excess recognised in the
profit and loss.
Key judgements, estimates and assumptions
Goodwill and intangible assets with indefinite useful lives are tested annually to determine if they have been impaired in accordance with
the Group accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use approach.
These calculations require the use of estimates and assumptions. Refer to 4.1.1B for details on assumptions used.
4.1.1A Allocation of goodwill and indefinite life assets
For the purpose of impairment testing, intangible assets with indefinite lives, including goodwill, are allocated to the Group’s operating
segments which represent the lowest level within the Group at which the assets are monitored for internal management purposes.
The table below outlines the allocation of goodwill and indefinite life assets:
Allocation of CGU Groups
Year ended 30 June 2023
Television
The West (Metro and Regional)
Other Business and New Ventures
Goodwill
$’000
Licences,
mastheads
$’000
Total
$’000
30,254
670,277
700,531
-
-
-
-
-
-
Total goodwill and indefinite life assets
30,254
670,277
700,531
Year ended 25 June 2022
Television
The West (Metro and Regional)
Other Business and New Ventures
27,398
670,277
697,675
-
-
-
-
-
-
Total goodwill and indefinite life assets
27,398
670,277
697,675
89
Notes to the Financial Statements for the year ended 30 June 2023 4.1 Intangible Assets (continued)
4.1.1B Impairment review of cash generating units
(‘CGUs’) including goodwill and indefinite life assets
In accordance with the Group’s accounting policies, the Group has
evaluated whether the carrying amount of a CGU or group of CGUs
exceeds its recoverable amount as at 30 June 2023. The Group has
determined the CGUs to be Television and The West (Metro and
Regional).
Valuation Methods
(i) Model
The recoverable amount was determined using a value-in-use model
by discounting the future cash flows expected to be generated from
the continuing use of these CGUs.
Key components of the recoverable value calculations and the basis
for each CGU are detailed below:
(ii) Cash flows
Year 1 cash flows are based upon budgets for the next 12 months.
Future cash flows are based on the following assumptions:
Television
–
The forecast advertising market rates are assumed to be
consistent with industry market participant expectations and
long-term industry growth rates. The National TV market is
expected to decline at low single digits and the BVOD market is
forecast to grow at double digital growth over the medium term.
–
–
The Group’s share of the advertising market across all
platforms takes into account historical share performance, and
consideration of the impact of programming across the schedule.
Expenses are assumed to increase by CPI and known fixed
increases for specific program rights.
The West
–
Publishing revenue forecasts are management’s best estimates
using: current market data, industry forecasts and historical
actual rates, resulting in a mid single digital decline rate over the
medium term.
– Digital revenue assumptions are in line with industry forecasts
and management’s expectations of market development
resulting in mid single digital growth rate over the medium term.
–
Expenses are expected to increase by CPI, unless impacted by
committed cost reduction initiatives and volume assumptions.
(iii) Terminal growth factor
A terminal growth factor that estimates the long term growth for
that CGU is applied to the year 5 cash flows into perpetuity. These
terminal growth rates do not exceed long term expected industry
growth rates. The terminal growth factor for each CGU is detailed
below.
(iv) Discount rate
The discount rate is an estimate of the pre-tax and post-tax rate that
reflects current market assessment of the time value of money and
the risks specific to the CGU.
The terminal growth rate, pre-tax and post-tax discount rates applied to the CGU’s cash flow projections are detailed below:
Terminal growth factor
Discount rate (pre-tax)
Discount rate (post-tax)
Jun-23
Jun-22
Jun-23
Jun-22
Jun-23
Jun-22
Television
The West - Metro
The West - Regional
0.0%
-0.5%
-0.5%
0.0%
-0.5%
-0.5%
14.6%
15.7%
15.9%
14.4%
14.5%
14.2%
10.0%
11.5%
11.5%
9.7%
10.5%
10.5%
Impact on
recovable
amount
$m
Key cashflow assumption
Change
Metro FTA market medium term growth rate1
+/- 1%
+/- 193
Metro FTA market share in medium term
+/- 1%
+/- 125
BVOD market medium term growth rate1
+/- 4%
+/- 169
BVOD market share in medium term
+/- 1%
+/- 60
1 Based on the model performed, the impact of these sensitivities have
a compounding effect each year of the impairment model.
4.1.1C Impact of changes in key assumptions for the
Television CGU
The values assigned to the key assumptions represent management’s
estimate of future performance in the Television CGU based on
historical experience and internal and external sources. The
estimated recoverable amount is sensitive to these key assumptions.
Forecasting future cash flows is inherently judgmental given the
evolution of the total television market and changes in viewer
behaviour. The Group has performed sensitivity analysis to assess
the impact of changes in key assumptions on the recoverable
amounts of the Television CGU. The following table sets out the
impact that changes in those assumptions have on recoverable
value, holding all other assumptions constant. None of the scenarios
results in an impairment to the Television CGU.
90
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 4.2 Property, Plant and Equipment
Accounting policy
Measurement of cost
All property, plant and equipment is stated at historical cost less accumulated depreciation and provision of impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance
are charged to profit or loss during the reporting period in which they are incurred.
Depreciation
Asset class
Land
Buildings
Useful life
Depreciation method used
Indefinite
Not depreciated
40 years
Straight line basis
Leasehold improvements
Finite
Shorter of the life of the lease of each property or the life of the
asset
Plant and equipment
Printing presses and publishing equipment
15 years
Other plant and equipment
3-10 years
Straight line basis to allocate their cost, net of their residual
values, over their estimated useful lives
Straight line basis to allocate their cost, net of their residual
values, over their estimated useful lives
Impairment of assets
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and these are included
in profit or loss.
91
Notes to the Financial Statements for the year ended 30 June 2023 4.2 Property, Plant and Equipment (continued)
Year ended 30 June 2023
Opening net book value
Finalisation of business combinations
Additions
Disposals
Depreciation charge
Change due to movement in FX rates
Closing net book amount
Comprised of:
Cost
Accumulated depreciation and impairment
Year ended 25 June 2022
Opening net book value
Additions
Net additions through business combinations
Disposals
Depreciation charge
Change due to movement in FX rates
Closing net book amount
Comprised of:
Cost
Accumulated depreciation and impairment
Freehold land
and buildings
$’000
Leasehold
improvements
$’000
Plant and
equipment
$’000
REF
Total
$’000
[A]
28,868
32,302
52,659
113,829
(693)
42
(5,268)
(1,378)
-
17
12,216
(23)
(306)
23,368
(34)
(5,086)
(13,475)
-
6
(982)
35,626
(5,325)
(19,939)
6
21,571
39,426
62,218
123,215
30,229
(8,658)
55,500
411,930
497,659
(16,074)
(349,712)
(374,444)
17,462
80
12,145
-
(819)
-
8,311
25,555
307
(5)
23,680
24,239
16,538
(13)
49,453
49,874
28,990
(18)
(1,866)
(11,822)
(14,507)
-
37
37
28,868
32,302
52,659
113,829
43,704
(14,836)
73,426
645,838
762,968
(41,124)
(593,179)
(649,139)
[A] During the year, the Group disposed of its property interests in Pyrmont and Mackay. Refer further details in Note 2.4.
Key judgements, estimates and assumptions
The estimation of useful life, residual value and depreciation methods require some judgement and are reviewed at least annually.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with carrying amount. These
are included in the income statement.
92
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 4.3 Leases
4.3A Right of use assets
The Group leases many assets including offices, equipment, transmission towers and satellites.
The recognised right of use assets relate to the following types of assets:
Building
$’000
Plant &
Equipment
$’000
Comm-
unications
$’000
Year ended 30 June 2023
Opening net book amount
Additions
Disposals
Depreciation
Effects of movement in exchange rates
Closing net book amount
Year ended 25 June 2022
Opening net book amount
Additions
Additions through Business Combinations
Disposals
Depreciation charge
Adjustment to cost
Effects of movement in exchange rates
Closing net book amount
63,442
2,554
(377)
(6,976)
149
58,792
68,141
1,000
1,775
(87)
(6,475)
(951)
39
63,442
68
23
-
(91)
-
-
220
-
-
-
4,591
1,358
(4)
(1,891)
-
4,054
3,728
3,015
-
-
(156)
(2,150)
-
4
68
-
(2)
Total
$’000
68,101
3,935
(381)
(8,958)
149
62,846
72,089
4,015
1,775
(87)
(8,781)
(951)
41
4,591
68,101
4.3B Lease liabilities
The following tables show the discounted lease liabilities included in the Group statement of financial position and a maturity analysis of the
contractual undiscounted lease payments:
Lease liabilities
Current
Non-current
Total lease liabilities
Maturity analysis - contractual undiscounted lease payments
Less than one year
One to five years
More than five years
Total undiscounted lease payments
2023
$’000
2022
$’000
13,488
177,505
190,993
27,940
99,130
203,018
330,088
12,141
186,239
198,380
27,455
100,847
223,431
351,733
93
Notes to the Financial Statements for the year ended 30 June 2023
4.4 Provisions
Accounting policy
Provisions are:
> Recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of
resource will be required to settle the obligation and the amount can be estimated reliably.
> Measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the
end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time
is recognised as interest expense.
Provision
Description and measurement of provision
[A] Employee benefits
Provision for employee benefits includes annual leave, long service leave and short term incentives.
Short-term
employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to
be settled within 12 months after the end of the reporting period in which the employee renders the
service. It is measured at the amounts expected to be paid when the liabilities are settled.
Long-term
employee benefits
Liability for long service leave which is not expected to be settled within 12 months after the end of the
period.
It is measured as the present value of expected future payments to be made in respect of services
provided by employees up to the end of the reporting period.
Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the end of the
reporting period on corporate bond rates with terms to maturity and currency that match, as closely
as possible, the estimated future cash flows.
Short term incentives and
bonus plans
A liability is recognised when there is an obligation to settle the liability and at least one of the
following conditions is met:
> there are formal terms in the plan for determining the amount of the benefit; or
> past practice gives clear evidence of the amount of the obligation.
[B] Redundancy
and restructuring
[C] Onerous Contracts
Redundancy and restructuring provision is recognised when it is demonstrably committed to either
terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of an offer made to encourage
voluntary redundancy. It is payable when employment is terminated before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits.
Provision for onerous contracts represents contracts where, due to changes in market conditions, the
expected benefit is lower than the cost for which the Group is currently committed under the terms of
the contract. The minimum net obligation under the contract is provided for. The provision is calculated
as the net of the estimated economic benefit and the estimate of the committed cost discounted to
present values.
[D] Make Good Provision
Make good provision to restore the leased premises of its offices, studios and other premises to their
original condition at the end of the respective lease terms. A provision has been recognised for the
present value of the estimated expenditure required to remove any leasehold improvements.
Employee
Benefits
[A]
$’000
Redundancy &
Restructuring
[B]
$’000
Onerous
Contracts
[C]
$’000
Make Good
Provision
[D]
$’000
Carrying amount at 25 June 2022
Amounts provided1
Amounts utilised
Unwind of discount
Balance as at 30 June 2023
Represented by:
Current
Non-current
Balance as at 30 June 2023
70,631
28,715
(28,008)
-
71,338
64,712
6,626
71,338
2,582
-
(1,265)
-
1,317
1,317
-
1,317
79,358
6,588
(42,079)
1,121
44,988
38,604
6,384
44,988
Total
$’000
189,827
35,294
(71,497)
1,950
37,256
(9)
(145)
829
37,931
155,574
353
37,578
37,931
104,986
50,588
155,574
1 Amounts provided during the year for Onerous Contracts relate to the effect of adoption of accounting standard change. Refer Note 1.2.3.
94
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023
4.4 Provisions (continued)
Key judgements, estimates and assumptions
For onerous provision, key assumptions made concerning future events are:
> The economic benefits expected to be received under the contracts is based on the historical benefits received on similar television
programming and sports rights, adjusted to reflect the Group’s expectation of future growth / decline rates for the advertising
market; and
> The costs of fulfilling the contract are estimated with reference to contractual rates and historical incremental costs of similar
programming assumed to increase by CPI.
4.5 Other Financial Assets
Accounting policy
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss (FVTPL) or financial
assets at fair value through other comprehensive income (FVTOCI). The classification depends on the Group’s business model for
managing the financial asset as well as its contractual cash flow characteristics.
Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Movements in carrying amounts of other financial assets
Carrying amount at the beginning of the period
Return of capital
Net change in fair value of financial assets at fair value
Acquisitions
Foreign Currency revaluation
Carrying amount at the end of the year
2023
$’000
39,571
-
5,416
34,362
92
79,441
2022
$’000
37,355
(5,459)
(33,996)
41,600
71
39,571
Other financial assets represent equity investments in listed and unlisted entities comprising of View Media Group Limited, RAIZ Invest
Limited, MoneyMe Limited, Open Money Group Pty Limited and a portfolio of other SWM Ventures.
Acquisitions during the period were made using a mix of cash and contra advertising agreements. Refer to Note 3.1.
Key judgements, estimates and assumptions
The fair value of other financial assets that are measured through a Level 3 (significant unobservable inputs) approach under the
accounting standard AASB 13 Fair Value Measurement. The valuation technique used was based on the equity price established in the
most recent round of equity financing and consideration of any other key changes in the investment which requires a level of judgement.
95
Notes to the Financial Statements for the year ended 30 June 2023
Section 5:
Taxation
5.1 Taxes
Accounting policy
Current taxes
Current tax assets and liabilities are measured at the amount
expected to be recovered from or paid to taxation authorities at
the tax rates and tax laws enacted or substantively enacted by
the balance sheet date.
Deferred taxes
Deferred income tax assets and liabilities are recognised for
all deductible temporary differences, carried forward unused
tax losses, to the extent it is probable that taxable profit will be
available to utilise them or an outflow will be required to settle
the balance.
The carrying amount of deferred income tax assets is reviewed at
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to utilise
them.
The measurement of deferred tax reflects the tax consequences
that would follow from the manner in which the Group expects,
at the reporting date, to recover or settle the carrying amount of
its assets and liabilities. In making this assessment, the Group
considers the tax consequences of recovering assets and liabilities
through sale, use and subsequent sale or through use and then
abandonment or scrapping of the asset.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the balance
sheet date.
Deferred income tax is provided on temporary differences at
balance sheet date between accounting carrying amounts and the
tax bases of assets and liabilities, other than for the following:
> Where they arise 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.
> Where taxable temporary differences relate to investments in
subsidiaries, associates and interests in joint ventures:
(i) Deferred tax liabilities are not recognised if 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.
(ii) Deferred tax assets are not recognised if it is not
probable that the temporary differences will reverse in the
foreseeable future and taxable profit will not be available
to utilise the temporary differences.
Deferred tax liabilities are also not recognised on recognition of
goodwill.
Income taxes relating to items recognised directly in equity are
recognised in equity and not in the income statement.
Offsetting deferred tax balances
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
The Company and its wholly owned Australian resident entities are
part of a tax consolidated Group. As a consequence, all members
of the tax consolidated Group are taxed as a single entity. The
head entity within the tax consolidated group is Seven West
Media Limited.
Current tax expense/income, deferred tax liabilities and deferred
tax assets arising from temporary differences of the members
of the tax-consolidated group are recognised in the separate
financial statements of the members of the tax-consolidated
group using the group allocation approach by reference to the
carrying amounts of assets and liabilities in the separate financial
statements of each entity and the tax values applying under tax
consolidation.
Any current tax liabilities (or assets) and deferred tax assets
arising from unused tax losses of the Company or its subsidiaries
are ultimately assumed by the head entity in the tax consolidated
group and are recognised as amounts payable/(receivable) to/
(from) other entities in the tax consolidated group in conjunction
with any tax funding arrangement amounts (refer below).
Prime Media Group joined the tax consolidated Group of Seven
West Media Limited effective 31 December 2021.
Nature of tax funding arrangements
The head entity, in conjunction with other members of the tax-
consolidated group, has entered into a tax funding arrangement
which sets out the funding obligations of members of the tax-
consolidated group in respect of tax amounts. The tax funding
arrangements require payments to the head entity equal to the
current tax liability assumed by the head entity resulting in a
related party payable to the head entity equal in amount to the
current tax liability assumed. This related party balance is at call.
Contributions to fund the current tax liabilities are payable as
per the tax funding arrangement and reflect the timing of the
head entity’s obligation to make payments for tax liabilities to the
relevant tax authorities.
Any difference between the amounts assumed and amounts
receivable or payable under the tax funding agreement are
recognised as a contribution to (or distribution from) wholly-owned
tax consolidated entities.
96
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 5.1 Taxes (continued)
Accounting policy (continued)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised exclusive of
the amount of associated GST, unless the GST incurred is
not recoverable from the taxation authority. In this case it is
recognised as part of the cost of the acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of
GST receivable or payable. The net amount of GST recoverable
from, or payable to, the taxation authority is included within other
receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components
of cash flows arising from investing or financing activities which
are recoverable from, or payable to the taxation authority, are
presented as operating cash flows.
Tax expense recognised in profit or loss
Current year tax expense
Adjustments for current tax of prior periods
Current tax expense
Deferred tax expense
Adjustment for deferred tax of prior periods
Total tax expense
2023
$’000
(5,012)
1,193
(3,819)
(48,000)
1,525
2022
$’000
(71,941)
5,010
(66,931)
(7,485)
2,077
(50,294)
(72,339)
Reconciliation of tax expense to prima facie tax payable
Profit before tax from continuing operations
196,041
283,391
Tax expense at the Australian tax rate of 30% (2022: 30%)
(58,812)
(85,017)
Tax effect of amounts which are not (deductible)/taxable in calculating taxable income:
Share of net profit of equity accounted investees, net of dividends received
Dividend received
Transaction costs
Recognition of previously unrecognised capital losses
Non-assessable income
Other non-assessable items
Adjustments for tax of prior periods
Total tax expense
Tax recognised in other comprehensive income
Financial assets at fair value
Employee benefits
Trade and other payables
Deferred tax asset not recognised
162
-
(186)
3,850
3,879
(1,904)
2,717
88
4,586
(1,688)
777
2,954
(1,126)
7,087
(50,294)
(72,339)
(1,887)
10,216
78
–
–
(1,638)
Capital losses and deductible temporary differences
1,347,769
1,175,054
Key judgements, estimates and assumptions
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether
additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements
about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of
existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period that such a determination is made.
97
Notes to the Financial Statements for the year ended 30 June 2023 5.2 Deferred Tax Assets and Liabilities
Deferred tax assets (liabilities)
Year ended 30 June 2023
Deferred tax
balances
transferred
from Business
Combinations
$’000
25 June
2022
$’000
Recognised
in profit or
loss
$’000
Recognised
in other
comprehensive
income
$’000
30 June
2023
$’000
The balance comprises temporary differences attributable to:
Trade and other receivables
Program rights and inventories
Investments
Intangible assets
Property, plant and equipment
Leases
Trade and other payables
Creditors
Provisions
Deferred income
Transaction costs
Other
5,147
(74,950)
7,993
(198,046)
11,918
38,079
-
17,928
56,648
(5,635)
49
(4,391)
-
-
-
(123)
(2,123)
-
-
-
-
-
-
-
(1,017)
(33,912)
(6,106)
2,247
(5,113)
438
(1,989)
(2,151)
(10,800)
6,451
393
5,086
-
-
4,130
(108,862)
(1,887)
-
-
-
-
-
-
78
-
-
-
(195,922)
4,682
38,517
(1,989)
15,777
45,926
816
442
695
Net deferred tax (liabilities) assets
(145,260)
(2,246)
(46,473)
(1,809)
(195,788)
Year ended 26 June 2021
Deferred tax
balances
transferred
from Business
Combinations
$’000
27 June
2021
$’000
Recognised
in profit or
loss
$’000
Recognised
in other
comprehensive
income
$’000
The balance comprises temporary differences attributable to:
25 June
2022
$’000
5,147
(74,950)
7,993
(198,046)
11,918
38,079
-
17,928
56,648
(5,635)
-
49
(4,391)
-
-
10,216
-
-
-
-
(1,638)
-
-
-
-
-
8,578
(145,260)
Trade and other receivables
Program rights and inventories1
Investments
Intangible assets
Property, plant and equipment
Leases
Deferred expenses and prepayments
Trade and other payables
Provisions
Deferred income
Borrowings
Transaction costs
Other
4,099
(92,337)
(3,858)
499
-
-
(201,387)
(5,487)
21,921
40,255
1,793
16,109
58,580
3,147
1,697
42
3,775
-
-
-
443
1,898
217
-
-
164
Net deferred tax (liabilities) assets
(146,164)
(2,266)
549
17,387
1,635
8,828
(10,003)
(2,176)
(1,793)
3,014
(3,830)
(8,999)
(1,697)
7
(8,330)
(5,408)
1
The opening balance has been updated to reflect the impact of an amended prior period tax return.
98
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Section 6:
Capital Management
6.1 Borrowings
Accounting policy
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the
period of the borrowings. Any related accrued interest is included in trade payables and accruals.
Non-current
Borrowings - secured
Unamortised refinancing costs
Borrowings net of unamortised refinancing costs
2023
$’000
2022
$’000
310,000
300,000
(3,166)
(5,571)
306,834
294,429
6.1A Financial arrangements
As at 30 June 2023, the Group had access to secured revolving syndicated facilities to a maximum of $600,000,000 (June 2022:
$600,000,000). The amount of these facilities undrawn at reporting date was $290,000,000 (June 2022: $300,000,000).
The facilities are subject to a weighted average interest rate of 6.53% at 30 June 2023 (June 2022: 3.54%).
In addition, the Group has access to a $13,400,000 (June 2022: $13,400,000) multi-option facility with Australia and New Zealand Banking
Group Limited. As at reporting date, $11,244,606 of this facility (June 2022: $12,169,614) was utilised for the provision of bank guarantees.
The Group also has access to a $18,000,000 (June 2022: nil) uncommitted trade facility for short-term working capital purposes. As at
reporting date, no amounts were utilised under this facility.
Fair value
The carrying amount and fair value of Group borrowings at the end of the financial year was $310,000,000 (June 2022: $300,000,000).
Risk exposures
Information about the Group’s exposure to interest rate changes is provided in Note 6.5.
6.2 Share Capital
Accounting policy
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.
Ordinary shares are fully-paid and have no par value. They carry one vote per share and the right to dividends. They bear no special
terms or conditions affecting income or capital entitlements of the shareholders.
1,553,571,241 (June 2022: 1,590,118,239) Ordinary shares fully paid
2023
$’000
2022
$’000
3,417,968
3,432,966
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up the company in proportion to the number of and
amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote.
In conjunction with the Group’s FY22 year end results announcement on 16 August 2022, an on-market share buy back of up to 10% of shares
on issues was announced. As at 30 June 2023, 36,546,998 ($15,073,622) have been bought back at an average price of $0.41, of which
$14,998,000 was paid. The shares bought back were subsequently cancelled.
As at 30 June 2023, a trust controlled by the Group (disclosed as ‘Reserve for own shares’ in the Consolidated Statement of Changes in
Equity) held 34,926,146 (June 2022: 80,277,577) ordinary shares in the Group. During the period, 50,351,431 shares were issued (June 2022:
nil) out of the trust to employees and 5,000,000 shares (June 2022: 80,083,871 including shares issues) were purchased by the trust. Shares
are held for the purpose of allowing the Group to satisfy performance rights obligations of the Seven West Media’s employees and Executives
Short Term and Long Term Incentive Plans.
99
Notes to the Financial Statements for the year ended 30 June 2023
6.3 Dividends
Accounting policy
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity,
on or before the end of the reporting period but not distributed at the end of the reporting period.
6.3A Dividends
There were no dividends paid during the financial year (June 2022: nil).
6.3B Dividends not recognised at year end
No final dividend has been declared in the current or prior year.
6.3C Franked dividends
Franked dividends declared will be franked out of existing franking credits or out of franking credits arising from the receipt of franked
dividends and the payment of tax in the year ending 30 June 2023.
Franking credits available for subsequent financial years based on a tax rate of 30% (2022: 30%)
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
(a) franking credits that will arise from the payment of the current tax liability or receivable;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
2023
99,626
2022
102,165
6.4 Share-Based Payments
Accounting policy
Employees of the Group receive remuneration in the form of share based payments, whereby employees render services as consideration
for equity instruments.
Share-based compensation benefits are provided to executives and employees in accordance with the Company’s share plan and
employment agreements.
Equity-settled transactions
The fair value of the rights granted is recognised as an employee benefit expense with a corresponding increase in equity. The total
amount to be expensed is determined by reference to the fair value of the rights granted, which includes any market performance
conditions but excludes the impact of any service and non-market performance vesting conditions and the impact of any non-vesting
conditions.
Non-market vesting conditions are included in assumptions about the number of rights that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of
each period, the entity revises its estimate of the number of rights that are expected to vest based on the non-market vesting conditions.
It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
100
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 6.4 Share-Based Payments (continued)
6.4A Performance and share rights granted as compensation
The total expense recognised for the LTI share-based payments for all plans during the financial year for the Group was $3.0 million (June 2022:
$2.3 million). The total expense for the STI share-based payments for all the plans during the financial year for the Group was nil (June 2022:
$4.3 million).
The accounting value of share-based payments may be negative where an executive’s share-based expense includes cumulative adjustments
for changes in non-market vesting conditions.
Long Term Incentive Plans
At 30 June 2023, performance rights that remain outstanding are from 2021, 2022 and 2023 Long Term Incentive Plans.
The Group issued two tranches in 2023 for the long term incentive plan that entitles key management personnel to performance rights. Holders
of vested rights are entitled to fully paid ordinary shares in the Company.
A total of 5,498,382 (2022: 6,588,597) performance rights were granted on 14 December 2022 (2022: 26 November 2021) and a further
180,043 in April 2023. These performance rights will convert to restricted shares if certain performance conditions are met. The performance
period commenced on 1 July 2022 and ends on 30 June 2025 (2022: 1 July 2021 to 30 June 2024). The performance rights are subject to a total
shareholder return (TSR) hurdle as well as an individual performance condition.
Performance rights do not carry any dividend or voting rights prior to vesting and are all equity settled. Vesting of the rights are subject to the
condition that the executive remains employed by the Company at the vesting date. During the year 11,334,213 rights for LTI and STI vested
and 15,218,767 rights lapsed, including 2023 STI plan.
6.4B Valuation models and key assumptions used
Grant date
Award type
Vesting Conditions
Performance period
Vesting Date
Share price at grant date
Number of rights granted
Fair value at grant date
Volatility - Seven West Media
Risk free interest rate
Dividend yield
Valuation methodology
2023 Long
Term Incentive Plan
14 December 2022
Performance Rights
Absolute TSR
1 July 2022 to 30 June 2025
29 August 2025
$0.440
5,678,425
$0.230
60%
3.04%
4.89%
Monte-Carlo simulation
Short Term Incentive Plans
In FY23, the Company’s underlying EBIT result of $238.3 million did not open the financial gateway. Refer to the Remuneration Report on
pages 48 to 67 for further details.
Key judgements, estimates and assumptions
The Group measures the cost of equity transactions with employees by reference to the fair value of equity instruments at the date at
which they are granted. The fair value is determined by an external valuer using a valuation model. The most appropriate valuation model
used is dependent on the terms and conditions of the grant. The estimate also requires determination of the most appropriate inputs into
the valuation model including the expected life of the share options, volatility and dividend yield and making assumptions about them.
101
Notes to the Financial Statements for the year ended 30 June 2023 6.5 Capital and Financial Risk Management
6.5A Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value
information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of
fair value.
Financial assets (liabilities) measured at fair value
Other financial assets
Financial assets (liabilities) measured at amortised cost
Trade and other receivables
Cash and cash equivalents
Borrowings
Trade payables and accruals
Note
4.5
3.2
3.1
6.1
3.4
2023
$’000
79,441
79,441
2022
$’000
39,571
39,571
230,147
57,402
220,123
37,938
(306,834)
(294,429)
(130,048)
(127,972)
(149,333)
(164,340)
6.5B Measurement of fair values
Valuation techniques and significant unobservable inputs
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes.
The carrying amount for financial assets and liabilities not included in this section are a reasonable approximate to their fair value.
AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value
measurement hierarchy:
a. quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
b.
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices) (level 2), and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
c.
The following table shows the valuation techniques and measurement level inputs used to assess the fair value of financial assets
and financial liabilities at 30 June 2023 and 25 June 2022 are as follows:
Type
Valuation Technique
Other Financial Assets
- Listed Entities
The fair value is based on quoted prices (unadjusted) in active
markets for identical assets or liabilities that can be accessed at
the measurement date.
Other Financial Assets
- Unlisted Entities
The fair value is based on the equity price established in the most
recent round of equity financing and consideration of any other
key changes in the investment which requires a level of judgement.
Measurement
Level
2023
$’000
2022
$’000
Level 1
2,820
10,762
Level 3
76,621
28,809
Assessment of fair value of Other (unlisted) investments
The fair value of other financial assets is measured through a Level 3 (significant unobservable inputs) approach under AASB 9.
This methodology included using
> The issue prices in the most recent round of equity raising conducted by each company assuming this was in the last 12 months;
and Comparison of issue price movements to listed peers over the same period.
> Consideration of the investment method and the Group’s current and forecasted valuation date.
102
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 6.5C Risk management framework
The Group’s activities expose it to a variety of financial risks:
market risk (including interest rate risk), credit risk, capital risk
and liquidity risk.
The Group’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group.
The Group uses forward foreign exchange contracts to hedge
certain foreign exchange risk exposures. Derivatives are exclusively
used for hedging purposes, i.e. not as trading or other speculative
instruments. The Group uses different methods to measure different
types of risk to which it is exposed. These methods include sensitivity
analysis in the case of interest rate and foreign exchange and aging
analysis for credit risk.
6.5C(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from credit exposures to
customers, cash and cash equivalents and derivative financial
instruments.
The carrying amounts of financial assets represent the maximum
credit exposure.
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the
individual characteristics of each customer. However, management
also considers the factors that may influence the credit risk of its
customer base, including the default risk associated with the industry
in which customers operate.
Each new customer is analysed individually for creditworthiness
before the Group’s standard payment and delivery terms and
conditions are offered. The Group’s review includes external ratings,
if they are available, financial statements, credit agency information
and industry information. Sale limits are established for each
customer and reviewed on a regular basis.
In monitoring customer credit risk, customers are grouped according
to their credit characteristics, including whether they are an
individual or a legal entity, their industry, trading history with the
Group and existence of previous financial difficulties.
An impairment analysis is performed at each reporting date using
a provision range matrix to measure expected credit losses. The
percentage used will depend on the risk profile of the debtors at
the time and may vary year on year. The provision rates are based
on days past due for groupings of various customer segments.
The calculation reflects the probability-weighted outcome and
reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts
of future economic conditions.
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision range matrix.
Year ended 30 June 2023
Expected credit loss rate
Estimated total gross carrying amount
Expected credit loss
Year ended 25 June 2022
Expected credit loss rate
Estimated total gross carrying amount
Expected credit loss
Past due but not impaired
Not past due
< 30 days
31-90 days
> 90 days
0.9%
234,500
(2,196)
2.1%
224,323
(4,745)
5.1%
5,618
(286)
3.5%
6,598
(232)
30.2%
3,273
(988)
37.3%
2,353
(878)
86.4%
552
(477)
88.5%
486
(430)
Total
$’000
243,943
(3,947)
233,760
(6,285)
6.5C(ii) Liquidity risk
Liquidity risk refers to the risk that the Group is unable to meet its financial commitments as and when they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of
committed credit facilities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flow and monitoring the
Group’s liquidity reserve on the basis of these cash flow forecasts. In addition, the Group had access to total debt funding under its revolving
syndicated debt facility equal to $600,000,000, refer to Note 6.1 for additional details on the Group’s borrowing activities for the year.
Maturities of financial liabilities
The table analyses the Group’s financial liabilities including interest to maturity into relevant groupings based on their contractual maturities.
The amounts disclosed in the table are the contractual undiscounted principal and interest cash flows and therefore may not agree with the
carrying amounts in the statement of financial position.
103
Notes to the Financial Statements for the year ended 30 June 2023 At 30 June 2023
Non-derivative financial liabilities
Trade and other payables
Unsecured loans
Total financial liabilities
At 25 June 2022
Non-derivative financial liabilities
Trade and other payables
Unsecured loans
Total financial liabilities
Less than
one year
$’000
Between
1 and 5 years
$’000
Total contractual
cash flows
$’000
Carrying amount
- liabilities
$’000
203,846
20,310
224,156
4,019
316,604
320,623
207,865
336,914
544,779
210,245
306,834
517,079
174,720
21,356
196,076
3,665
308,845
312,510
178,385
330,201
508,586
180,489
294,429
474,918
6.6C(iii) Market risk
Market risk is defined as possible changes in market prices, such
as foreign exchange rates and interest rates that will affect the fair
value or future cash flows of the Group’s financial instruments. The
key components of market risks are:
(a) Price risk
Price risk refers to the risk of a decline in the value of a security or a
portfolio. The Group is not exposed to significant price risk.
(b) Interest rate risk
Interest rate risk refers to the risks that the value of a financial
instrument or its associated cash flows will fluctuate in response to
changes in market interest rates.
The Group’s main interest rate risk arises from long-term borrowings.
As at the end of the reporting period the Group had the following
instruments:
Variable rate instruments
Cash at bank, on hand and at call
Weighted average interest rate
External borrowing facilities
Weighted average interest rate
Net exposure to cash flow interest rate risk
The Group’s current receivables generally do not bear interest.
2023
$’000
57,402
4.45%
310,000
6.53%
252,598
2022
$’000
37,938
1.50%
300,000
3.54%
262,062
Group sensitivity
Based on the Group’s outstanding floating rate borrowings at 30 June 2023, a change in interest rates of +/-1% per annum with all other
variables remaining constant would impact equity and after tax profit by the amounts shown below.
This analysis assumes that all other variables remain constant.
Net Profit/(Loss)
Net Equity
2023
$’000
2022
$’000
2023
$’000
2022
$’000
If interest rates were 1% higher with all other variables held constant:
(Decrease)/increase
(2,170)
(2,100)
(2,170)
(2,100)
If interest rates were 1% lower with all other variables held constant:
Increase/(decrease)
2,170
2,100
2,170
2,100
(c) Foreign exchange risk
Foreign exchange risk refers to the risk that the value of a financial
instrument or its associated cash flows will fluctuate due to changes in
foreign currency rates.
The Group has transactional currency risk; such exposure arises from
sales or purchases by an operating unit in currencies other than the
unit’s measurement currency. It is the Group’s policy not to enter into
forward contracts until a firm commitment is in place. The terms of the
forward currency contracts have been negotiated to match the terms
of the commitments. Foreign currency contracts are used to reduce the
exposure to the foreign exchange risk. As at 30 June 2023, the Group
does not have any material cross-currency hedges.
104
As at the end of the reporting period, the Group had the following
exposure to foreign exchange risk:
Based on the Group’s financial instruments held at 30 June 2023, had
the Australian dollar weakened/strengthened by 10% against the US
dollar, Euro, UK pound and New Zealand dollar, with all other variables
held constant, the Group’s equity and after tax profit for the year
would not have changed significantly. The analysis was performed on
the same basis as 2022 and ignores any impact of forecasted sales
and purchases.
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Section 7:
Group Structure
7.1 Equity Accounted Investees
Non-current
Investments in associates and jointly controlled entities
16,694
16,153
2023
$’000
2022
$’000
Accounting policy
An associate is an entity, other than a subsidiary, over which
the Group has significant influence but not control. Significant
influence is the power to participate in the financial and operating
decisions of the entity with shareholding generally up to 50% of the
voting rights.
A jointly controlled entity is an entity in which the Group holds an
interest under a contractual arrangement where the Group and
one or more other parties undertake an economic activity that is
subject to joint control.
Measurement
Interests in associates and jointly controlled entities are
accounted for using the equity method. They are initially
recognised at cost plus the investor’s share of retained post-
acquisition profits, impairment and other changes in net assets,
until significant influence or joint control ceases.
Dividends received or receivable from equity accounted investees
are recognised in the consolidated financial statements as a
reduction in the carrying amount of the investment.
When the Group’s share of losses equals or exceeds its interest in
an equity accounted investee, including any other unsecured long-
term receivables, the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of
the investee.
Unrealised gains arising from transactions with equity accounted
investees are eliminated against the investment to the extent of the
Group’s interest in the investee. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there
is no evidence of impairment.
Impairment
Equity accounted investees are tested for impairment annually or
when indicators of impairments exist.
Information relating to associates and jointly controlled entities is set out in the tables below:
Name of entity
HealthEngine Limited
NPC Media Pty Limited
Oztam Pty Limited
Starts at 60 Pty Limited
TX Australia Pty Limited
Principal activities
Online health directory
Reporting date
30 June
Playout and content managements services
30 June
Ratings service provider
31 December
Online social network for seniors
Transmitter facilities provider
Mildura Digital Television Pty Limited
Television network provider
West Digital Television Pty Limited
Television network provider
West Digital Television No.2 Pty Limited
Television network provider
West Digital Television No.3 Pty Limited
Television network provider
West Digital Television No.4 Pty Limited
Television network provider
WA SatCo Pty Limited
Television network provider
Broadcast Transmission Services Pty Limited
Broadcast support service
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
30 June
Ownership interest
2023
%
16.3
50.0
33.3
35.3
50.0
50.0
50.0
50.0
50.0
50.0
50.0
50.0
2022
%
16.3
50.0
33.3
35.3
50.0
50.0
50.0
50.0
50.0
50.0
50.0
50.0
105
Notes to the Financial Statements for the year ended 30 June 2023 7.1 Equity Accounted Investees (continued)
Below is the summarised financial information for the Group’s remaining associates and jointly controlled investments.
Net profit (loss) for the year
Group's share of profit for the year
REF
[A]
[A] Share of profit is based on the Group’s ownership percentage for each equity accounted investee.
Movements in carrying amount of equity accounted investees
Carrying amount at the beginning of the financial year
Share of profit of investees after tax
Acquisitions and other movements
Carrying amount at the end of the financial year
2023
$’000
1,401
440
2023
$’000
2022
$’000
(368)
318
2022
$’000
16,153
15,835
440
101
318
-
16,694
16,153
The carrying amount of each investment is based on the fair value of investments at acquisition date adjusted for equity accounted profits,
dividends, impairments and any other movement since acquisition.
The Group has not recognised losses in relation to its interests in equity accounted investees as the Group has no obligation in respect of these
losses.
7.2 Investments in Controlled Entities
Accounting policy
The consolidated financial statements incorporate the assets and
liabilities of all subsidiaries of Seven West Media Limited as at
30 June 2023 and the results of all subsidiaries for the year then
ended. Seven West Media Limited and its subsidiaries together are
referred to in this financial report as the “Group.”
The consolidated entity controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries
are shown separately in the consolidated income statement,
statement of comprehensive income, statement of changes in
equity and statement of financial position respectively.
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described above.
135 Nominees Pty Ltd
Albany Advertiser Pty Ltd
Another Story Productions Pty Limited
Australian National Television Pty Limited
Australian Television International Pty Limited
Australian Television Network Limited
Broadcast Production Services Pty Ltd
BTTR Production Pty Limited
BTW Productions Pty Limited
106
Notes
Country of
incorporation
[P]
[A]
[O]
[C]
[C]
[C]
[P]
[N]
[K]
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2023
%
100
100
100
100
100
100
100
100
100
2022
%
100
100
100
100
100
100
100
100
100
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 7.2 Investments in Controlled Entities (continued)
Notes
Country of
incorporation
2023
%
2022
%
Ownership interest
Channel Seven Adelaide Pty Limited
Channel Seven Brisbane Pty Limited
Channel Seven Melbourne Pty Limited
Channel Seven Perth Pty Limited
Channel Seven Queensland Pty Limited
Channel Seven Sydney Pty Limited
Cobbittee Publications Pty Limited
Colorpress Australia Pty Ltd
ColourPress Pty Ltd
Community Newspaper Group Limited
ComsNet Pty Ltd
Dansted and McCabe Holdings Pty Ltd
Dodds Street Properties Pty Limited
Edinburgh Military Tattoo Sydney Production Pty Ltd
Fam Time Productions Pty Limited
Faxcast Australia Pty Limited
Geraldton Newspapers Pty Ltd
Geraldton Telecasters Pty Ltd
Golden West Network Pty Ltd
Golden West Satellite Communications Pty Ltd
Harlesden Investments Pty Ltd
Herdsman Print Centre Pty Ltd
Herdspress Leasing Pty Ltd
Hocking & Co. Pty Ltd
Hybrid Television Services (ANZ) Pty Limited
Impact Merchandising Pty Limited
Jupelly Pty Limited
Kenjins Pty Limited
Mid West Television Pty Ltd
Mining Television Network Pty Ltd
Pacific Magazines Trust
Prime Digitalworks Pty Ltd
Prime Media Broadcasting Services Pty Ltd
Prime Media Group Services Pty Ltd
Prime New Media Investments Pty Ltd
Prime Properties (Albury) Pty Ltd
Prime Television (Holdings) Pty Ltd
Prime Television (Northern) Pty Ltd
Prime Television (Southern) Pty Ltd
Prime Television (Victoria) Pty Ltd
Prime Television Investments Pty Ltd
[C]
[C]
[C]
[C]
[C]
[C]
[C]
[A]
[A]
[L]
[A]
[A]
[C]
[M]
[C]
[A]
[P]
[P]
[P]
[A]
[A]
[A]
[A]
[I]
[E]
[C]
[C]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
[P]
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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
107
Notes to the Financial Statements for the year ended 30 June 2023 7.2 Investments in Controlled Entities (continued)
Notes
Country of
incorporation
2023
%
2022
%
Ownership interest
Quokka Press Pty Ltd
Quokka West Pty Ltd
Red Music Publishing Pty Limited
Red Publishing Pty Limited
Riverlaw Holdings Pty Limited
SBB Productions Pty Limited
Screenworld Pty Ltd
Seven Affiliate Sales Pty Ltd
Seven DS Holdings Pty Ltd
Seven Facilities Pty Ltd
Seven Investment Holding Pty Limited
Seven Investment Holding USA LLC
Seven Magazines Pty Limited
Seven Network (Operations) Limited
Seven Network Programming Pty Limited
Seven Productions NZ Limited
Seven Publishing (No 1) Pty Limited
Seven Publishing (No 2) Pty Limited
Seven Publishing (PP) Holdings Pty Limited
Seven Publishing (PP) Pty Limited
Seven Publishing MM Pty Limited
Seven Publishing NZ Limited
Seven Publishing NZ Merchant Company Limited
Seven Publishing Pty Limited
Seven Regional Operations Pty Limited
Seven Rights Pty Ltd
Seven Satellite Operations Pty Limited
Seven Satellite Pty Limited
Seven Studios Distribution Pty Ltd
Seven Studios Holdings Pty Ltd
Seven Studios Pty Limited
Seven Television Australia Limited
Seven Ventures Pty Limited
Seven West Media Investments Pty Limited
SMG H1 Pty Limited
SMG H2 Pty Limited
SMG H4 Pty Limited
SMG H5 Pty Limited
South West Printing and Publishing Company Ltd
Southdown Publications Pty Limited
108
[A]
[A]
[D]
[C]
[A]
[K]
[P]
[P]
[I]
[H]
[C]
[C]
[C]
[C]
[C]
[C]
[C]
[C]
[C]
[J]
[G]
[C]
[J]
[I]
[F]
[C]
[C]
[B]
[B]
[C]
[C]
[A]
[C]
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
United States
of America
Australia
Australia
Australia
New Zealand
Australia
Australia
Australia
Australia
Australia
New Zealand
New Zealand
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 7.2 Investments in Controlled Entities (continued)
Sunshine Broadcasting Network Limited
SWM Finance Pty Limited
SWM Media Holdings Pty Ltd
Telepro Pty Ltd
The Seven Publishing Plus Company Pty Limited
W.A. Broadcasters Pty Ltd
WAN Cinemas Pty Limited
West Australian Entertainment Pty Ltd
West Australian Newspapers Limited
West Central Seven Limited
Western Mail Operations Pty Ltd
Western Mail Pty Ltd
Westroyal Pty Ltd
Wide Bay - Burnett Television Limited
Zamojill Pty Ltd
Zangerside Pty Limited
Zed Holdings Pty Limited
Notes
Country of
incorporation
2023
%
2022
%
Ownership interest
[C]
[B]
[I]
[P]
[C]
[A]
[A]
[A]
[A]
[C]
[A]
[A]
[A]
[C]
[P]
[C]
[C]
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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
The class of all shares is ordinary and the entities entered into the Deed of Cross Guarantee with Seven West Media Limited under ASIC
Corporations (wholly-owned companies) instrument 2016/785 by Assumption Deed on 8 April 2004. The dates below show when the deed
was amended:
[A] Prior to 30 June 2009.
[B]
20 June 2011.
[C] 26 June 2012.
[D] 18 April 2013.
[E] 30 September 2013.
[F] 1 May 2015.
[G] 16 June 2015.
[H] 31 March 2016.
[I] 1 December 2016.
[J] 12 May 2017.
[K] 5 February 2019.
[L] 24 June 2019.
[M] 24 April 2019.
[N] 25 November 2019.
[O] 17 May 2021.
[P] 25 January 2022.
Pursuant to ASIC Corporations (wholly-owned companies) instrument 2016/785, certain wholly-owned subsidiaries, as noted above, are
relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and directors’ reports.
It is a condition of the Class Order that the ‘Holding Entity’ and each of the wholly-owned subsidiaries enter into a Deed of Cross Guarantee
under which each company guarantees the debts of the others.
Seven West Media Limited and its subsidiaries represent a ‘Closed Group’ for the purposes of the Seven West Media Limited Class Order,
and as there are no other parties to its Deed of Cross Guarantee that are controlled by Seven West Media Limited, they also represent the
‘Extended Closed Group.’
109
Notes to the Financial Statements for the year ended 30 June 2023 7.2 Investments in Controlled Entities (continued)
The consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2023 of the Seven West Media
Limited Closed Group is presented below according to the Class Order:
Statement of profit or loss and other comprehensive income
Revenue
Other income
Revenue and other income
Expenses
Net income related to investments
Net gain on disposal of investments
Major IT Project implementation costs
Net gain on disposal of subsidiaries
Reversal of onerous provisioning
Share of net profit of equity accounted investees
Profit before net finance costs and tax
Finance income
Finance costs
Write off of unamortised original refinancing cost
Profit before tax
Tax expense
Profit for the year
Other comprehensive income (expense)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
Tax in relation to employee share plans
Items that will not be reclassified to profit or loss:
Net change in fair value of financial assets (net of tax)
Other comprehensive expense for the year, net of tax
Total comprehensive income for the year
2023
$’000
2022
$’000
1,487,256
1,530,053
183
1,092
1,487,439
1,531,145
(1,249,558)
(1,220,697)
12,456
2,040
(21,511)
-
-
440
3,728
-
-
2,590
8,351
318
231,306
325,435
3,225
(38,435)
-
196,096
(50,368)
145,728
(597)
78
(9,545)
(10,064)
135,664
1,385
(36,837)
(4,815)
285,168
(72,824)
212,344
503
-
(20,940)
(20,437)
191,907
110
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 7.2 Investments in Controlled Entities (continued)
The consolidated statement of financial position for the year ended 30 June 2023 of the Seven West Media Limited Closed Group is presented
below according to the Seven West Media Limited Class Order:
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Current tax receivable
Program rights and inventories
Other assets
Total current assets
Non-current assets
Equity accounted investees
Other financial assets
Property, plant and equipment
Intangible assets
Right of use assets
Other assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Lease Liabilities
Provisions
Deferred Income
Current tax liabilities
Total current liabilities
Non-current liabilities
Trade and other payables
Lease Liabilities
Provisions
Deferred tax liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Reserves
Accumulated deficit
Total equity
2023
$’000
2022
$’000
57,402
230,147
18,046
176,915
20,378
502,888
16,694
61,521
123,215
714,801
62,846
398
979,475
37,938
219,974
-
147,212
19,571
424,695
16,153
21,300
113,829
720,277
68,101
1,561
941,221
1,482,363
1,365,916
188,903
13,488
104,986
62,547
-
369,924
4,019
177,505
50,588
195,791
306,834
734,737
1,104,661
377,702
161,863
12,141
105,249
49,030
63,681
391,964
3,665
186,239
84,578
145,260
294,429
714,171
1,106,135
259,781
3,398,163
3,362,514
(8,217)
(67,149)
(3,012,244)
(3,035,584)
377,702
259,781
111
Notes to the Financial Statements for the year ended 30 June 2023 7.3 Parent Entity Financial Information
Accounting policy
The financial information for the Parent Entity, Seven West Media Limited, has been prepared on the same basis as the consolidated
financial statements, except for:
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less impairment losses in the financial statements.
(ii) Dividends received
Dividends received from subsidiaries are recognised in profit and loss.
(iii) Financial guarantees
Where the Parent Entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair
values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment.
7.3A Summary of financial information
The individual financial statements for the Parent Entity show the following aggregate amounts:
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising of;
Share capital
Reserves
Asset revaluation reserve
Equity compensation reserve
Accumulated deficit
Profits reserve
Result of parent entity
Profit (loss) for the year
Total comprehensive income (expense) for the year
Parent entity
2023
$’000
2022
$’000
18,582
81,739
1,401
1,401
155,611
192,537
99,846
100,170
3,417,968
3,432,966
8,352
8,578
8,352
10,878
(3,955,284)
(3,960,553)
600,724
80,338
600,724
92,367
-
-
(5,778)
(5,778)
7.3B Guarantees entered into by the parent entity
The Parent Entity has provided financial guarantees in respect of borrowings of a subsidiary amounting to $nil (June 2022: $nil).
There are cross guarantees given by Seven West Media Limited and its subsidiaries described in Note 7.2.
7.3C Contingent liabilities of the parent entity
The Parent Entity did not have any contingent liabilities as at 30 June 2023 or 25 June 2022.
7.3D Contractual commitments for the acquisition of property, plant or equipment
The Parent Entity had no contractual commitments for the acquisition of property, plant or equipment as at 30 June 2023 or 25 June 2022.
112
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 7.4 Related Party Transactions
Accounting policy
Key management personnel transactions
Transactions were entered into during the financial year with Equity Accounted Investments and Director Related Entities of Seven
West Media Limited and its controlled entities, which:
iv. occurred within a normal customer or supplier relationship on terms and conditions no more favourable than those which it is
reasonable to expect would have been adopted if dealing with the Director or Director-related entity at arm’s length in the same
circumstances;
v. do not have the potential to adversely affect decisions about the allocation of scarce resources or discharge the responsibility
of the Directors; or
vi. are minor or domestic in nature.
7.4A Transactions with related parties
The following transactions occurred with related parties during the financial year:
Sale of goods, advertising and other services
Equity accounted investees
Other Related Entities
Purchase of goods, advertising and other services
Equity accounted investees
Other Related Entities
Shareholder contribution
Equity accounted investees1
2023
$’000
767
775
2022
$’000
1,067
651
19,218
24,037
22
12
550
400
1 During the period, the Group issued interest bearing loans to Equity Accounted investees of $450,000 (June 2022: $400,000), and capital
contributions of $100,000 (June 2022: nil). These loans, subsequent to issuance, were redesignated as convertible notes. For the year ended
30 June 2023, no allowance for expected credit losses relating to the amounts owed by related parties has been made (June 2022: $400,000).
This net convertible note balance is recognised in Note 4.5, which has been fair valued at 30 June 2023 in line with the policy detailed.
7.4B Outstanding balances arising from sales/purchases of goods, advertising and other services
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:
Current receivables (sale of goods, advertising and other services)
Equity accounted investees
Other Related Entities
Current payables (purchase of goods, advertising and other services)
Equity accounted investees
Other Related Entities
2023
$’000
2022
$’000
98
225
366
-
96
8
374
-
7.4C Parent entity
Seven West Media Limited is the ultimate Australian parent entity within the Group. There are no financial guarantees in respect of borrowings
of a subsidiary, no contingent liabilities and no contractual commitments.
7.4D Subsidiaries
Interests in subsidiaries are set out in Note 7.2.
113
Notes to the Financial Statements for the year ended 30 June 2023 7.4 Related Party Transactions (continued)
7.4E Key management personnel compensation
In addition to their salaries, the Group also provides non-cash benefits to Directors and executive officers, and contributes to a post-
employment superannuation fund on their behalf.
Executive officers also participate in the Group’s Equity Incentive Plan for 2021, 2022 and 2023 (refer Note 6.4).
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Superannuation
Termination benefits
Share-based payments
Other long term benefits
2023
$’000
2022
$’000
5,680
8,105
220
252
2,592
34
8,778
226
–
4,052
81
12,464
Detailed remuneration disclosures in respect of Directors and each member of key management personnel are provided in the remuneration
report on pages 48 to 67.
Other transactions with key management personnel
A number of Directors of Seven West Media Limited also hold directorships with other corporations which provide and receive goods or
services to and from the Group in the ordinary course of business on normal terms and conditions. None of these Directors derive any direct
personal benefit from the transactions between the Group and these corporations.
114
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Section 8:
Other
8.1 Remuneration of Auditor
During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related practices.
Auditors of the Group - KPMG
Audit or review of the financial statements
(i) Assurance services
Other assurance services
Total remuneration for audit and other assurance services
(ii) Other services
Taxation advice and compliance services
Transaction services
Total other services
Total remuneration of KPMG Australia
8.2 Contingent Liabilities
2023
$
2022
$
768,000
644,472
8,728
8,433
776,728
652,905
235,930
-
235,930
286,879
536,539
823,418
1,012,658
1,476,323
Participation in media involves particular risks associated with defamation litigation and litigation to protect media rights. The nature of the
Group’s activities is such that, from time to time, claims are received or made by the Group. The Directors are of the opinion that there are no
material claims that require disclosure of such a contingent liability.
Seven Network (Operations) Ltd (SNOL) has been named by the Respondents (Fairfax Media Publications, and ors) in an application for third
party costs in the Ben Roberts-Smith defamation proceedings. The application is brought in the first instance against another party and in the
alternative against SNOL. SNOL intends to vigorously defend the application.
8.3 Events Occurring after the Reporting Date
In the interval between the end of the financial year and the date of this report there has not arisen any item, transaction or event of a material
and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of
these operations, or the state of affairs of the Group, currently or in future financail periods.
115
Notes to the Financial Statements for the year ended 30 June 2023 8.4 Summary of Other Significant Accounting Policies
Foreign currency translation
(i) Functional and presentation currency
Reserves
(i) Equity compensation reserve
The share based payments reserve is used to recognise recognise
the expense, based on the grant date fair value of incentive shares
issued to eligible employees with performance related conditions.
(ii) Reserve for own shares
Treasury shares are shares in Seven West Media Limited that are
held by the SWM Equity Incentive Plan Trust for the purpose of
purchasing shares that are then to be transferred to employees
under the Group’s Employee Share Scheme.
(iii) Foreign currency translation reserve
Exchange differences arising on translation of the foreign
controlled entity are recognised in other comprehensive income in
a separate reserve within equity.
The cumulative amount is reclassified to profit or loss when the net
investment is disposed of.
(iv) Fair value reserve
Fair value reserve is used to recognise the valuation of the Groups
accounting for other investments as fair value through other
comprehensive income.
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional
currency’). The consolidated financial statements are presented
in Australian dollars (AUD), which is the Group’s functional and
presentation currency.
(ii) Transactions and balances
Transaction in foreign currencies are translated into the respective
functional currency of Group companies at the exchange rates at
the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies
are translated into the functional currency at the exchange rate at
the reporting date. Non-monetary assets and liabilities that are
measured at fair value in a foreign currency are translated into the
functional currency at the exchange rate when the fair value was
determined. Non-monetary items that are measured based on
historical cost in a foreign currency are translated at the exchange
rate at the date of the transaction. Foreign currency differences
are generally recognised in profit or loss and presented within
finance costs.
Foreign currency differences are recognised in OCI and
accumulated in the translation reserve, except to the extent that
the translation difference is allocated to NCI.
Finance income and costs
Interest income or expense is recognised using the effective
interest method. The ‘effective interest rate’ is the rate that exactly
discounts estimated future cash payments or receipts through the
expected life of the financial instrument to:
> the gross carrying amount of the financial asset; or
> the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest
rate is applied to the gross carrying am.ount of the asset or to the
amortised cost of the liability.
116
Financial Statements Seven West Media Limited Annual Report 2023Notes to the Financial Statements for the year ended 30 June 2023 Directors’ Declaration
For the Year Ended 30 June 2023
1.
In the opinion of the Directors of Seven West Media Limited (the Company):
a. the consolidated financial statements and notes that are set out on pages 69 to 116 and the Remuneration Report
on pages 48 to 67 in the Directors’ Report are in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the
financial year ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; 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.
2. As at the date of this declaration, there are reasonable grounds to believe that the Company and the members of the
Extended Closed Group identified in Note 7.2 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, described in Note 7.2, between the Company and
those group entities pursuant to the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
3. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2023.
4. The Directors draw attention to page 74 of the consolidated financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors.
KM Stokes AC
Chairman
Sydney
16 August 2023
117
Independent Auditor’s Report
To the shareholders of Seven West Media Limited
Report on the audit of the Financial Report
Basis for opinion
Opinion
We have audited the Financial Report of Seven West Media
Limited (the Company).
We conducted our audit in accordance with Australian
Auditing Standards. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion.
In our opinion, the accompanying Financial Report of the
Company is in accordance with the Corporations Act 2001,
including:
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
Financial Report section of our report.
> giving a true and fair view of the Group’s financial
position as at 30 June 2023 and of its financial
performance for the year ended on that date; and
> complying with Australian Accounting Standards
and the Corporations Regulations 2001.
The Financial Report comprises:
> Consolidated statement of financial position as at
30 June 2023
> Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
> Notes including a summary of significant accounting
policies
> Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during the
financial year.
We are independent of the Group in accordance with the
Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES
110 Code of Ethics for Professional Accountants (including
Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled
our other ethical responsibilities in accordance with these
requirements.
Key Audit Matters
The Key Audit Matters we identified are:
> Carrying value of Television Licences
> Provision for onerous contracts
Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Financial Report of the current period.
These matters were addressed in the context of our audit of
the Financial Report as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional
Standards Legislation.
118
Financial Statements Seven West Media Limited Annual Report 2023 Independent Auditor’s Report
Carrying value of Television Licences ($670,277k)
Refer to Note 4.1 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The carrying value of the Television Licences is a Key Audit
Matter due to:
Our procedures included:
> Considering the appropriateness of the Group’s
assessment of impairment and impairment reversal
indicators and the value in use method applied by the
Group to test the Television Licenses for impairment
against the requirements of the accounting standards.
> Challenging the short, medium and long-term forecasts
for television advertising market growth rates and the
Group’s share of the advertising market. We compared
the market share and growth rate assumptions against
historical actuals and third party perspectives on
industry outlook.
> Independently developed a discount rate range against
publicly available data of a group of comparable entities
and the industry it operates in. This procedure was
performed with assistance from our valuation specialist.
> Assessing disclosures in relation to the valuation of the
Television Licenses by comparing these disclosures to our
understanding obtained from our testing and accounting
standards requirements.
> The size of the asset, being the largest asset of the
Group, noting there have been impairments and partial
impairment reversals in prior years; and
> The level of judgement required by us in evaluating
the assumptions determined by the Group for forecast
Television cash generating unit (“CGU”) revenues.
The level of judgement required by us in evaluating the
Group’s forecast Television CGU revenues was impacted by
the following conditions existing at 30 June 2023:
> Macroeconomic factors impacting advertising revenue
markets compared to previous impairment estimates; and
> The growth in advertising revenue for commercial
television networks continuing to be challenged
by changes in consumer viewing habits and use of
alternative viewing platforms.
The above factors create inherent uncertainty in the key
assumptions used in the Television CGU value in use model
increasing the risk of a wider range of possible outcomes for
us to consider, specifically:
> Television advertising growth rates in free to air and
digital markets – short, medium and long term;
> Group’s share of Television advertising in free to air and
digital markets; and
> The discount rate – this is complicated in nature and
varies according to the above specific conditions.
119
Independent Auditor’s Report
Provision for Onerous Contracts ($44,988k)
Refer to Note 4.4 to the Financial Report
The key audit matter
How the matter was addressed in our audit
For significant purchase contracts for television programs
and sporting broadcast rights, our procedures included:
> Evaluating the basis for recognition of the onerous
contract provision against the Group’s accounting policy
and the accounting standards.
> Assessing the Group’s determination of economic
benefits expected to be received under each contract.
We compared the forecast benefits to historical results
on similar television programs, checking the impact of
expected market conditions and advertising revenue
outlook were consistent with the assumptions set out and
tested by us in the Carrying value of Television Licences
key audit matter.
> Comparing the costs of fulfilling the obligation against
the onerous contract, historical costs on similar television
programs and sporting broadcast rights adjusted for
published expectations for cost growth.
> Assessing the Group’s adoption of AASB 2020-3
Amendments to Australian Accounting Standards as it
relates to onerous contracts as well as reviewing the
disclosure of the opening balance sheet adjustment.
The Group’s policy is to routinely enter noncancellable
purchase contracts for television programs and sporting
broadcast rights. Where there are changes in market
conditions or contractual terms the Group’s policy is to
estimate the unavoidable minimum net obligation under these
contracts to determine which are onerous and, where relevant,
recognise or adjust the provision for onerous contracts.
Provision for onerous contracts is a Key Audit Matter due to:
> The level of judgement required by us in evaluating
the assumptions determined by the Group for forecast
economic benefits from each onerous contract or
potentially onerous contract including future television
advertising revenues; and
> The $6,588,000 provided due to amendments to AASB
137 Provisions, Contingent Liabilities and Contingent
Assets (by AASB 2020-3 Amendments to Australian
Accounting Standards) relating to costs the Group
should include in determining the cost of fulfilling a
contract when assessing whether a contract is onerous.
The judgements required by us in evaluating the Group’s
estimation of the unavoidable minimum net obligations for
onerous contracts include assessing:
> The economic benefits expected to be received under the
onerous contracts including future advertising revenues
(determined with growth rate assumptions consistent
with those used in the Carrying value of Television
Licences key audit matter); and
> The costs of fulfilling the onerous contract.
These estimation uncertainties increase the risk of a wider
range of possible outcomes for us to consider which gives
rise to greater audit complexity.
120
Financial Statements Seven West Media Limited Annual Report 2023 Independent Auditor’s Report
Other Information
Other Information is financial and non-financial information
in Seven West Media Limited’s annual reporting which
is provided in addition to the Financial Report and the
Auditor’s Report. The Directors are responsible for the
Other Information.
Our opinion on the Financial Report does not cover the Other
Information and, accordingly, we do not express an audit
opinion or any form of assurance conclusion thereon, with
the exception of the Remuneration Report and our related
assurance opinion.
In connection with our audit of the Financial Report, our
responsibility is to read the Other Information. In doing so,
we consider whether the Other Information is materially
inconsistent with the Financial Report or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated.
We are required to report if we conclude that there is a
material misstatement of this Other Information, and based
on the work we have performed on the Other Information that
we obtained prior to the date of this Auditor’s Report we have
nothing to report.
Responsibilities of the Directors
for the Financial Report
The Directors are responsible for:
> preparing the Financial Report that gives a true and fair
view in accordance with Australian Accounting Standards
and the Corporations Act 2001
> implementing necessary internal control to enable the
preparation of a Financial Report that gives a true and
fair view and is free from material misstatement, whether
due to fraud or error
> assessing the Group and Company’s ability to continue
as a going concern and whether the use of the going
concern basis of accounting is appropriate. This includes
disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and
Company or to cease operations, or have no realistic
alternative but to do so.
121
Independent Auditor’s Report
Auditor’s responsibilities for the
audit of the Financial Report
Our objective is:
> to obtain reasonable assurance about whether the
Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
> to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
Australian Auditing Standards will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error. They are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of the Financial Report.
A further description of our responsibilities for the audit of the
Financial Report is located at the Auditing and Assurance
Standards Board website at: https://www.auasb.gov.au/
admin/file/content102/c3/ar1_2020.pdf. This description
forms part of our Auditor’s Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of Seven West Media
Limited for the year ended 30 June 2023, complies with
Section 300A of the Corporations Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration Report in
accordance with Section 300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in pages 48
to 67 of the Directors’ report for the year ended 30 June 2023.
Our responsibility is to express an opinion on the Remuneration
Report, based on our audit conducted in accordance with
Australian Auditing Standards.
KPMG
Duncan McLennan
Partner
Sydney
16 August 2023
122
Financial Statements Seven West Media Limited Annual Report 2023
Investor
Information
Shareholder Inquiries
Tax File Number Information
Investors seeking information regarding their shareholding or
dividends or wishing to advise of a change of address should
contact the Share Registry at:
Boardroom Pty Limited
Level 8
210 George Street
Sydney NSW 2000
Telephone: (02) 9290 9600
Facsimile: (02) 9279 0664 or
Visit the online service at boardroomlimited.com.au
Boardroom Pty Limited has an online service for investors
called InvestorServe. This enables investors to make online
changes, view balances and transaction history, as well
as obtain information about recent dividend payments
and download various forms to assist in the management
of their holding. To use this service visit the Boardroom
Pty Limited website.
Investor Relations enquiries may be directed to
swminvestorrelations@seven.com.au or visit the website at
www.sevenwestmedia.com.au
The company is obliged to record Tax File Numbers or
exemption details provided by shareholders. While it is not
compulsory for shareholders to provide a Tax File Number
or exemption details, Seven West Media Limited is obliged
to deduct tax from unfranked dividends paid to investors
resident in Australia who have not supplied such information.
Forms are available upon request from the Share Registry
or shareholders can submit their Tax File Number via the
Registry’s website.
The Chess System
Seven West Media Limited operates under CHESS –
Clearing House Electronic Subregister System – an Australian
Securities Exchange system which permits the electronic
transfer and registration of shares. Under CHESS, the
company issues a Statement of Holdings to investors, instead
of share certificates, and the statement will quote the Holder
Identification Number (HIN). The HIN should be quoted on
any correspondence investors have with the Share Registry.
The company will maintain investors’ holdings in an Issuer
Sponsored facility, which enables investors to maintain
their holding without the need to be tied to any particular
stockbroker.
123
Shareholder
Information
The shareholder information set out below was applicable at 28 July 2023.
a. Distribution of equity securities
a. Analysis of numbers of equity security holders by size of holding:
Size of holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
b. There were 4,465 holders of less than a marketable parcel of ordinary shares.
b. Equity security holders
The names of the twenty largest holders of equity securities are listed below:
Name
NETWORK INVESTMENT HOLDINGS PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3RD WAVE INVESTORS PTY LTD
CERTANE CT PTY LTD
BNP PARIBAS NOMS PTY LTD
CERTANE CT PTY LTD
SANDHURST TRUSTEES LTD
NATIONAL NOMINEES LIMITED
MR JAMES RICHARD WARBURTON
MR GRAHAM WALLACE RAY
SOJOURN SERVICES PTY LTD
JAMPLAT PTY LTD
MR JOHN ALEX RUMBLE & MRS SONJA RUMBLE
RUZ PTY LIMITED
SOUTHERN STEEL INVESTMENTS PTY LIMITED
MRS ELIZABETH ANNE FOGARTY & MRS CAITLYN ELIZABETH EMBLEY
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
MR ANGUS CAMPBELL ROSS
Number of
shareholders
3,625
5,755
1,829
2,800
559
14,568
Percentage
of issued
shares
39.83%
10.75%
8.72%
6.66%
2.99%
1.92%
1.50%
1.50%
1.18%
0.95%
0.72%
0.72%
0.43%
0.41%
0.31%
0.26%
0.22%
0.21%
0.19%
0.19%
Number of
ordinary
shares held
618,711,654
167,004,502
135,512,655
103,457,079
46,500,000
29,891,012
23,352,988
23,251,882
18,289,034
14,762,638
11,250,000
11,116,162
6,756,771
6,400,000
4,893,000
4,000,000
3,447,705
3,200,000
2,999,769
2,954,601
1,237,751,452
79.67%
124
Financial Statements Seven West Media Limited Annual Report 2023 c. Substantial shareholders
Substantial shareholders in the Company are set out below:
Name
Mr Kerry Matthew Stokes AC*
Australian Capital Equity Pty Limited
Seven Group Holdings Limited
Mitsubishi UFJ Financial Group, Inc
First Sentier Investors Holdings Pty Limited
Substantial
holding**
40.00
39.83%
39.83%
5.17%
5.17%
Number of
ordinary shares
in substantial
holding***
621,453,734
618,711,654
618,711,654
80,311,131
80,311,131
*See Appendix 3Y for Kerry Stokes AC lodged on 11 November 2021.
**Based on the number of ordinary shares on issue at 30 July 2023.
***Based on the number of shares disclosed in the relevant Notice of Change of Interests of Substantial Holder.
d. Voting rights
On a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
125
Company
Information
Directors
Registered Office
Stock Exchange Listing
K Stokes AC - Chairman
J Warburton – Managing Director
& Chief Executive Officer
Newspaper House
50 Hasler Road
Osborne Park WA 6017
T Dyson
D Evans
C Garnsey OAM
M Malone
R Stokes AO
M Ziegelaar
Share Registry
Boardroom Pty Limited
Level 8
210 George Street
Sydney NSW 2000
Company Secretary
W Coatsworth
Auditor
KPMG
Tower Three
International Towers Sydney
300 Barangaroo Avenue
Sydney NSW 2000
Australian Stock Exchange
ASX code: SWM
Legal Advisors
Herbert Smith Freehills
ANZ Tower
161 Castlereagh Street
Sydney NSW 2000
126
Financial Statements Seven West Media Limited Annual Report 2023 Seven West Media cares about the environment.
This Annual Report is printed on environmentally responsible paper.
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Seven West Media
ABN: 91 053 480 845
Newspaper House
50 Hasler Road
Osborne Park
Perth WA 6017
T +61 8 9482 3111
F +61 8 9482 9080
sevenwestmedia.com.au