SEEK Annual Report 2020 | Quarterlytics

← All annual reports

FY2020 Annual Report · SEEK

Loading PDF…

SEEK
ANNUAL
REPORT

We help people live more
fulfilling and productive
working lives and help
organisations succeed

2020

MAKING A POSITIVE IMPACT
ON A GLOBAL SCALE

A strong international portfolio of
employment and education businesses

A market leader in online
employment marketplaces with
deep and rich insights into the
future of work

A global presence including Australia,
New Zealand, China, Hong Kong,
South-East Asia, Brazil & Mexico

Creating world-class products
through ongoing investment into
AI and technology

Employing 1,000+ people in Australia
and New Zealand, 10,000+ around
the world

Creating a culture of innovation,
empowerment and collaboration

Australian listed with headquarters in
Melbourne, Victoria

245m+

Candidate relationships

1m+

Hirer relationships

2.9bn

Population exposure

70m+

Students and learners

Our unified purpose helps people live more fulfilling and
productive working lives and helps organisations succeed.

United
Kingdom

Spain

Mexico

China

Hong Kong, Malaysia,
Singapore, Thailand,
Indonesia, Philippines
and Vietnam

Brazil

Australia

New Zealand

Geographical coverage represents primary country/countries of operation for SEEK AP&A businesses, Zhaopin, OES and Early Stage Ventures within
SEEK’s key investment themes (Online Education, HR SaaS and Contingent Labour)

Asia Pacific & Americas

SEEK Investments

This report covers SEEK Limited as a consolidated entity consisting
of SEEK Limited (the Company) and its controlled entities. The
Financial Report was authorised for issue by the directors on
29 September 2020. The Company has the power to amend and
reissue the Financial Report.

SEEK Limited is a company limited by shares, incorporated and
domiciled in Australia. Its registered principal place of business is:

Level 6
541 St Kilda Road
MELBOURNE VIC 3004

A description of the nature of the consolidated entity’s operations
and its principal activities is included in the review of operations and
activities in the Directors’ Report on pages 4 to 39.

Through the use of the internet, we have ensured that our corporate
reporting is timely, complete and available globally at minimum cost
to the Company. All ASX Announcements, reports, presentations and
other information are available at our Investor Centre on our website
at www.seek.com.au/about/investors/.

SEEK Limited Annual Report 2020CONTENTS

Message from the Chairman & CEO

Directors’ Report

Letter from Remuneration Committee Chairman

Remuneration Report

Auditor’s Independence Declaration

Sustainability Report

Corporate Governance Statement

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Financial Statements

Directors’ Declaration

Independent Auditor’s Report

Shareholder Information

Five Year Financial Summary

Corporate Directory

iii

134

135

142

144

IBC

Contentsiv

MESSAGE FROM THE
CHAIRMAN & CEO

Welcome to the
2020 Annual Report

Dear Shareholder,

Since the start of calendar year 2020, the COVID-19 pandemic has
spread rapidly across the world and impacted almost every country
in an unprecedented way. The pandemic has sadly claimed the
lives of many people and the secondary impacts on economies
and people’s livelihoods has been profound. Our thoughts go out to
everyone affected during these challenging times and we hope that
the path to recovery is quicker than many predict.

The SEEK Group (‘the Group’) was not immune from the impact of
COVID-19 in the 2020 financial year (‘FY2020’). However, whilst the
external environment posed numerous challenges, we remained
focused on executing our key strategic priorities and making
decisions that align with SEEK’s long-term objectives. Our Purpose
coupled with these core principles guided us during this period.

SEEK Limited Annual Report 2020v

Delivering on our Purpose at a large scale

Strong progress towards key strategic priorities

SEEK’s Purpose of “Helping people live more fulfilling and
productive working lives and helping organisations succeed”
guides our day to day and long-term strategic thinking. Our
team’s priorities align to our Purpose, and our strong value-based
culture ensures we remain focused on delivering exceptional
outcomes for our candidates, hirers and students.

Our long-term growth strategy and $5 billion aspirational revenue
opportunity remain intact, although the timeframe to achieving
this will likely be impacted by weak macro-economic conditions
and the rate at which employment activity recovers.

Despite the conditions in FY2020, we made tangible progress
against our key strategic priorities including:

Our Purpose and geographic footprint provide us with the
opportunity to have a meaningful impact on a global scale:

• SEEK’s Asia Pacific & Americas (‘AP&A’) business has
relationships with over 45 million candidates and over
200,000 hirers.

• SEEK Investments has relationships with over 200 million

candidates, approximately 820,000 hirers and over 70 million
students/ learners.

SEEK’s response to COVID-19

As COVID-19 spread across our markets we prioritised the
safety and well-being of our people, putting in place measures
to protect our permanent workforce, culture and engagement.

We then quickly enacted a series of hirer support measures
totalling $13 million (across AP&A), reflecting our long-term
commitment to our customers. We also built new content
and insights, as well as launching new courses, to help many
jobseekers who lost their jobs during this period.

Given the direct financial impact on billings and an uncertain
outlook, we adopted a series of measures to ensure we
increased funding flexibility by obtaining increased covenant
levels from our senior lenders and issuing subordinated debt.
In addition, we prudently managed discretionary costs and
liquidity to support our capital position. Our capital management
response allowed us to continue investing in long-term
competitiveness across areas such as product innovation,
technology architecture and data capability, and to preserve
long-term shareholder value.

Given the short-term impact to our business, we received
$8.4 million of COVID-19 related government support across
Australia, New Zealand and South East Asia for which we
are grateful.

During FY2020, we are extremely proud of the way in which our
teams adapted to the changing conditions and executed on our
key strategic initiatives.

Whilst the near term will continue to pose challenges, we are
confident in our strategy and growth prospects. If we continue to
invest and execute well, when conditions improve, we expect that
SEEK will emerge a stronger and more resilient business.

• AP&A: a new pricing model was launched in SEEK

ANZ and SEEK Asia achieved planned milestones for
platform unification.

• SEEK Investments: ongoing investment to improve the core
platform in Zhaopin and scaling new and existing partners in
OES. Our Early Stage Ventures portfolio performed very well
during COVID-19 and achieved “look-through” revenue growth
of 35% compared to FY2019.

We must continue to invest to increase the value that we
deliver our candidates, hirers and students, particularly given
we compete against large global competitors. Provided we
keep investing and executing, we will improve our overall value
proposition and defensibility for the years ahead. In turn, we are
confident this will translate into SEEK being a larger and more
profitable business.

Key financial highlights in FY2020

Results impacted by weak macro conditions and
COVID-19

SEEK delivered sales revenue of $1,577.4m, EBITDA of $414.9m
and Reported NPAT excluding significant items of $90.3m.
Reported NPAT was a loss of $111.7m as a result of significant
items totalling $202.0m. The significant items related to
impairment charges for Brasil Online, OCC and four Early Stage
investments totalling $198.0m and approximately $4.0m in
funding related costs.

Capital management

A focus in FY2020 was on managing the Group’s capital
structure to support our growth strategy. We undertook debt
restructuring activities which led to SEEK increasing its overall
funding flexibility and extending its debt maturity profile.

Given the uncertain environment created by COVID-19, we made
the decision not to pay a final dividend in FY2020 and to preserve
capital to fund SEEK’s long-term growth strategy. The dividend
decision was not taken lightly but we believe it was the right
trade-off to maximise returns for long-term shareholders. Once
economic conditions improve, we intend to resume payment
of dividends.

Message from the Chairman & CEOvi

Asia Pacific & Americas

As expected, the impact of COVID-19 weighed on job ad volumes
across AP&A. Pleasingly, our competitive metrics remained
strong and we continued investing and innovating to capture a
large long-term addressable market opportunity.

SEEK ANZ performed well in the context of a weak
volume environment

• Given the challenging conditions, SEEK ANZ performed well
and has observed signs of early recovery led by small and
medium-sized enterprises and depth products.

• A new pricing approach and contract structure was launched

in December 2019. The roll-out has progressed well
considering the economic environment and will be completed
across the majority of hirer segments by the end of 2020. We
expect this to create a more equitable and efficient online
marketplace for hirers and candidates.

SEEK Asia was impacted by weak macro conditions in
Hong Kong and COVID-19

• SEEK Asia’s financial results were impacted by geopolitical

concerns in Hong Kong throughout FY2020 and the economic
impact of the pandemic across the region.

• There is more work to do but we are pleased with the

progress made with platform and product unification in the
critical areas of core search, discovery and mobile apps.

• We remain optimistic about the scale of the addressable

market and will be well placed to capture a meaningful share
given our market leadership in key regions and the expected
strategic benefits from closer integration between SEEK ANZ
and SEEK Asia.

Latin America was significantly impacted by COVID-19
amidst ongoing operational and macro challenges

• Brasil Online and OCC have faced challenges for some

time, and this was exacerbated by the devastating impact
of COVID-19. Given the impact of these factors, we
unfortunately had to recognise an aggregate impairment
charge of $139.5m in FY2020 against these businesses.

• Our footprint in Brazil and Mexico provides exposure to very

large human capital markets and therefore our focus remains
on evolving our product and service offerings to deliver more
value to candidates and hirers.

SEEK Investments

Zhaopin successfully navigated a period of challenging
operating conditions
• Zhaopin delivered resilient revenue growth of 12% in the

context of COVID-19 driven by adjacent services. The team
also delivered improved operating efficiency whilst continuing
to invest in strategic areas like technology, data and artificial
intelligence.

• The competitive landscape continues to be intense and we

will remain focused on investing to grow market share in what
should be the world’s largest human capital market.

OES performed well and is seeing increased demand for
online education solutions
• OES delivered solid revenue growth of 7% and continues to

benefit from structural shifts to online learning.

• During FY2020 OES made good progress in scaling up its

new Australian and international partnerships and invested in
evolving its product offerings.

ESV portfolio delivered strong results and we have
increased confidence in our Investment themes
• The SEEK Investments ESV portfolio adapted well to the

COVID-19 environment and delivered FY2020 “look-through”
revenue growth of 35% versus FY2019.

• The resilience of our ESVs during the pandemic has increased

our conviction in the key themes of Online Education, HR
Software as a Service (‘SaaS’) and Contingent Labour.

SEEK’s sustainable approach to long-term growth

SEEK’s long-term growth strategy is supported by a sustainable
approach to the management of key environmental, social and
governance (“ESG”) risks and opportunities. How we manage
ESG risks and opportunities is described in the Sustainability
Report on page 41. We strive to meet the expectations
customers, employees, investors and the community have of
SEEK, particularly in key areas of risk such as data trust and
privacy, cyber security, business resilience and talent. Focus
continues on further minimising the environmental impact of the
business and responding to the challenge of climate change.

We are proud of the positive social impact, through employment
and education, of our Purpose-led business. The Sustainability
Report details SEEK’s additional contribution to the community
through SEEK Volunteer and our employees’ contributions
through giving and volunteering.

SEEK Volunteer

Drawing on the successful SEEK employment platform model,
SEEK Volunteer connects volunteers in Australia and New
Zealand to opportunities via an online platform. Operating for the
past 20 years, it is the largest source of volunteer opportunities
online, helping over 165,000 potential volunteers connect with
over 11,000 registered volunteer organisations in FY2020. The
Australian bushfires and COVID-19 saw an increased interest in
helping others by volunteering. SEEK Volunteer connected more
volunteers than ever before with a 30% increase in individuals
applying for opportunities during FY2020.

Small Change workplace giving program

SEEK offers an award-winning workplace giving program ‘Small
Change’, where SEEK matches dollar for dollar every employee
donation to one or more of SEEK’s ten partner charities.
Involvement in the program is high with over 50% of employees
participating.

SEEK Limited Annual Report 2020vii

Board update

With great sadness and regret we acknowledge the passing of
Emeritus Professor Denise Bradley AC, non-executive director in
March 2020.

Denise joined the SEEK Board as a non-executive director
in February 2010, following a distinguished career in higher
education and training, and was a member of the Remuneration
Committee and Nomination Committee.

Denise was an outstanding director, with immense passion and
intellect. She made a significant contribution to the Board and
SEEK over many years and will be sorely missed.

Thanks to those that make SEEK a success

On behalf of the Board and broader team at SEEK we would like
to thank our candidates, hirers, students and shareholders for
their continued support this year.

Through everything that has happened this year, we remain
proud of the positive impact SEEK is having on millions of people
globally. None of this would be possible without our talented
and hardworking employees across the Group, the unwavering
commitment and effort of the Group Executive team, and the
support and guidance of the Board.

As we look ahead to FY2021, COVID-19 continues to have an
impact across all our markets, and this will likely persist for
a while longer. Whilst it is difficult to predict when things will
recover, when they do, job creation and education will be at the
core of the economic recovery and we will be well positioned
to help facilitate this. Given we cannot control the timing of a
recovery, our focus remains on executing against our long-term
growth strategies which we believe will unlock large new revenue
pools and create significant long-term shareholder value.

Graham Goldsmith
Chairman

Andrew Bassat
CEO and Co-Founder

Message from the Chairman & CEO2

SEEK Limited Annual Report 2020Directors’ Report

OUR PURPOSE:
We help people
live more fulfilling
and productive
working lives and
help organisations
succeed.

IMAGE LEFT
Pictured: Ryan Cheng, Sureya Feki and Ben Jervis

“I love working at SEEK because of the flexibility we’re offered.
We can work remotely and in different ways and still be productive.”
- Sureya Feki, Technical Support Analyst at SEEK

DIRECTORS’ REPORT

Your directors present their report on the consolidated entity
(referred to hereafter as ‘the Group’ or ‘SEEK’), consisting of
SEEK Limited and the entities it controlled at the end of, or
during, the year ended 30 June 2020.

SEEK is having a global impact
improving people’s lives across
employment and education

Principal
activities

During the year the principal activities of the
Group consisted of:

online matching of hirers and candidates with
career opportunities and other related services;

investing in early stage businesses and
technologies which are in the human capital
management market; and

distribution and provision of higher
education courses.

Asia Pacific and Americas (AP&A)

45m+

Candidate relationships

200k+

Hirer relationships

Approximately

900m

Population exposure

SEEK Investments

200m+

Candidate relationships

820k+

Hirer relationships

Approximately

2bn

Population exposure

SEEK Limited Annual Report 20205

Business strategies and prospects

Throughout SEEK’s history the business has continued to evolve and expand.

Building Australia and New Zealand (ANZ)Online
Employment Marketplace

SEEK was founded in Melbourne, Australia in 1997 as a
disruptive online marketplace which leveraged the internet
and technology to build a low cost and highly effective
online employment marketplace and migrate print classified
job advertisements online. SEEK’s ANZ online marketplace
has evolved over the years and continues to hold market
leadership on key metrics such as monthly visits, brand
awareness, and placement share.

Expansion into International Online Employment
Marketplaces and Education

SEEK’s international employment marketplace and education
expansion commenced in 2005, with the focus being on
leveraging its experience and capabilities in acquiring and
operating international online employment marketplaces; and
leveraging its assets and capabilities in online employment
marketplaces into adjacent education businesses.

SEEK has been successful in growing its international footprint
and creating value mainly via M&A and strategic support. Over
this time SEEK has helped grow existing businesses (including
Zhaopin, IDP Education, and SEEK Asia) and incubate new
business models such as Online Education Services (OES)
which is now a market leader in online adult education.

Extending SEEK’s horizons to achieve more for
candidates/hirers

Over time, SEEK has redefined success for its online
employment marketplaces, with a focus on using its
technology and data to deliver the most effective search and
matching experience and outcomes for candidates and hirers.

Given SEEK’s unique capabilities and its relationships with
hirers, candidates, students and education providers, SEEK
is also well placed to solve large and complex problems for
employment and education market participants. SEEK will
continue to invest to build new products and services, and
also make strategic investments to unlock new revenue
streams and create long-term value for shareholders.

The SEEK Group is organised into two main divisions:

•

Asia Pacific and Americas (AP&A): Consists of online
employment marketplaces in Australia and New Zealand,
Hong Kong, South-East Asia, Brazil and Mexico and aligned
Early Stage Ventures (ESVs) that have synergies with the
AP&A operating businesses.

SEEK Investments: Consists of Zhaopin, OES and other
ESVs that are operated as independent entities. All assets
in the SEEK Investments portfolio are held for long term
capital appreciation targeting minimum internal rates of
return of 15-20 per cent over approximately five years.
SEEK regularly assesses the growth prospects of all of its
businesses in the context of capital allocation and value
realisation, reassessing whether it is in the best interests of
shareholders for the Group to remain long-term owners of
assets within the portfolio.

Directors’ Report6

Business strategies and prospects continued

SEEK has identified 5 key areas to drive growth over the medium to long-term.

Growth Strategies over the medium to long-term

As SEEK looks out over the medium to long-term, its market positions and unique experience present clearly defined and executable
growth strategies under five main headings:

Asia Pacific & Americas (AP&A)

SEEK Investments

s
r
e
v
i
r
D
h
t
w
o
r
G
y
e
K

Aligning Price
to Value

Bringing SEEK Asia to
ANZ baseline

Online Employment

Product Set
Expansion

Leverage ANZ Product
& Tech key learnings to
help in Aligning Price to
Value & Product
Set Expansion

Adjacent Market
Expansion

M&A and
Entrepreneurial
Activities

Online Education

HR SaaS

Contingent
Labour

Scaling up existing
partners & signing
new partners

Adjacent
market expansion
(short courses &
micro-credentials)

SEEK ANZ

• Over the last 12 months SEEK ANZ has launched a new
pricing and contract structure to help better align job ad
pricing to the value or performance delivered and to ultimately
create a more efficient and equitable marketplace with greater
choice and service offerings

• SEEK ANZ has focused on product set expansion by utilising
SEEK ANZ’s strategic assets (deep relationships, unique data,
strong brand, etc) to deliver new or improved tech enabled
solutions in Talent Sourcing and Selection

SEEK Asia

• SEEK Asia is earlier in its evolution relative to SEEK ANZ so

the initial focus is to bring SEEK Asia up to the ANZ baseline
in terms of product and technology capability and then to
leverage ANZ learnings to drive the next leg of growth for
SEEK Asia

• SEEK AP&A is building integrated teams focused on common
solutions for SEEK ANZ and Asia which will improve speed to
market and reduce duplication

•

Initial priority is on unification of our candidate experience,
with hirer products moving to a common platform over the
medium term

Zhaopin: is focused on building online market share and growing
adjacent revenue streams in what we believe will be the world’s
largest Human Capital Market

• Online: Significant opportunity to further penetrate the

growing number of hirers in China who are moving their hiring
activity online

• Adjacent: Whilst Online is our primary focus, a significant

opportunity exists to leverage relationships & data to grow
adjacent revenue streams

OES: is investing to scale multiple partnerships and expanding
into adjacent market opportunities such as short courses and
micro-credentials

Early Stage Ventures: are solving more problems for candidates
and hirers where large revenue opportunities exist. Our
businesses are favourably exposed to key structural trends
across three key investment themes – Online Education, HR
SaaS and Contingent Labour

SEEK Limited Annual Report 2020

OUR VISION:
To be the best in
the world in online
employment by:

matching more people with job
opportunities than any other
organisation in each market in
which we operate; AND

being the most trusted partner for
advice on, and access to, relevant
career related education.

Directors’ Report8

Performance
highlights

Reported sales revenue

Reported segment EBITDA(1)

Reported profit/(loss) attributable to

SEEK

$1,577.4

million

$414.9

million

$(111.7)

million

FY2019

FY2018

$1,537.3 million

FY2019

$455.0 million

FY2019

$180.3 million

$1,299.5 million

FY2018

$431.2 million

FY2018

$52.2 million

NPAT (excluding significant items and

Total dividend (cents per share)

SEEK Investments ESVs) attributable

to SEEK

$139.6

million

13c

per share

FY2019

FY2018

$207.5 million

FY2019

46c per share

$212.1 million

FY2018

46c per share

COVID-19 impact to SEEK’s FY2020 result

• During FY2020, we observed the outbreak of the COVID-19 global pandemic. The phased government restrictions enacted in
response to the pandemic had a material economic impact in all markets in which SEEK operates, and on all of SEEK’s online
employment businesses. The impact of the pandemic was first felt in Zhaopin which peaked during February 2020, with billings
approximately 65% lower than FY2019. SEEK ANZ and SEEK Asia experienced sharp billing declines from late March 2020 and
bottomed during April 2020 with declines of approximately 65% compared to FY2019. SEEK has observed a gradual recovery
across its key businesses (ANZ, Asia and Zhaopin) since their peak declines;

• Due to the economic impacts of COVID-19, many geographies in which SEEK operates have provided government support. In
FY2020, the Group has recognised the receipt of subsidy payments totalling $8.4m (refer Note 3 of the Financial Report for
further detail);

• While COVID-19 has created near-term economic challenges across all of SEEK’s markets, this does not fundamentally change our
long-term aspirations. SEEK expects that its long-term focus will unlock large new revenue pools and create significant long-term
shareholder value.

SEEK Limited Annual Report 2020Review of results
and operations

Sales revenue

Segment EBITDA(1)
Depreciation and amortisation
Net interest
Share-based payments and other LTI
Share of results of equity accounted investments
Other items
Income tax expense
Non-controlling interests
Reported (loss)/profit attributable to owners of SEEK Limited
Add back significant items
Profit attributable to owners of SEEK Limited (excluding significant items)

Reported currency

Constant
currency(2)

2020
$m

2019
$m

1,577.4

1,537.3

Growth
%

414.9
(133.9)
(59.3)
(22.2)
(39.9)
(205.8)
(44.6)
(20.9)
(111.7)
202.0
90.3

455.0
(85.8)
(44.4)
(21.6)
(16.5)
(2.5)
(85.8)
(18.1)
180.3
4.5
184.8

(9%)

(11%)

(162%)

(51%)

(1) Segment EBITDA is earnings before interest, tax, depreciation and amortisation and excludes share-based payment expense, share of results of equity accounted investments, gains/losses on

investing activities, and other non-operating gains/losses. Effective 1 July 2019, the Group has applied the new AASB 16 Leases standard using the modified retrospective approach. Lease costs
such as property rental payments are now accounted for as depreciation and interest expense below Segment EBITDA for FY2020. Comparative information for the year ended 30 June 2019 has
not been restated.

(2) Constant currency amounts are calculated by retranslating current year data using prior year exchange rates.

In the year ended 30 June 2020 (FY2020) SEEK achieved growth
in sales revenue of 3% (1% constant currency) while EBITDA de-
clined 9% (11% constant currency) compared to the year ended
30 June 2019 (FY2019).

Loss attributable to the owners of SEEK Limited was $111.7m
(30 June 2019: profit of $180.3m).

Significant items

FY2020 significant items of ($202.0m) include the following:

•

Impairment charge against the carrying value of Brasil Online
and OCC ($139.5m post-tax, SEEK share $138.7m) and four
minority investments ($59.7m post-tax); and

• Attributable profit (excluding significant items) for FY2020

declined by 51% to $90.3m due to increased depreciation and
amortisation from investment in product & technology, higher
net interest costs associated with SEEK’s ongoing investment
in M&A and higher losses incurred by ESVs as they continue to
scale up to become large and defensible businesses;

• Attributable profit (excluding significant items) includes losses
from SEEK Investments ESVs of $49.3m (FY2019: $22.7m*).
Excluding losses from SEEK Investments ESVs, attributable
profit (excluding significant items) was $139.6m (FY2019:
$207.5m). * Minor changes were made to SEEK’s operating segments for FY2020 as
described in Note 1 of the Financial Report. Comparative information for the year ended 30 June
2019 has been restated.

• Refinancing related costs of ($3.6)m (post-tax).

SEEK’s COVID-19 response

Amounts recognised as significant items in FY2019 mainly
comprised of Zhaopin privatisation and refinancing related costs
of $4.5m (post-tax).

The COVID-19 pandemic has had a material impact on the SEEK
Group in FY2020, however the business quickly adapted to
manage the challenges that arose, with a clear focus on:

Key drivers

• Revenue growth of 3% (compared to FY2019) was impacted by
weak macro economic conditions in H1 FY2020 and COVID-19
in H2 FY2020. AP&A revenue declined 11% in FY2020,
however SEEK Investments increased 15% reflecting robust
performance across Zhaopin and strong growth across SEEK
Investments Early Stage Ventures (ESVs);

• EBITDA declined 9% reflective of soft revenue conditions and a
focus on investing in strategic areas while prudently managing
discretionary costs. Significant investment occurred
in AP&A, OES and across SEEK’s portfolio of ESVs;

1. People: Protected our permanent workforce and implemented

work from home protocols, supported by programs focused on
physical safety and mental well-being;

2. Customer: Provided customer relief including pausing minimum
commitments, extending contract lives and providing credits
for job advertisements no longer needed in Q4 FY2020; and

3. Capital management: Reduced discretionary costs but

continued to invest for the long-term, obtained covenant relief
from banks (syndicated debt facility), restructured senior debt
and raised $75.0m of subordinated debt in July 2020.

These measures were considered important to protect our
workforce, enhance our culture and engagement, increase
goodwill with hirers and preserve long-term shareholder value.

Directors’ Report10

Asia Pacific and
Americas (AP&A)

The AP&A segment comprises:

The Australia
and New Zealand
(ANZ) business

SEEK Asia

Sales revenue
ANZ

SEEK Asia
Brasil Online
OCC
AP&A Other
EBITDA(2)
ANZ

SEEK Asia
Brasil Online

OCC
AP&A Other
EBITDA margin (%)
ANZ
SEEK Asia

Brasil Online
OCC

Other entities
including Jora

The Latin
America
businesses of
Brasil Online
and OCC

Constant
currency

Growth
%

(13%)

(14%)
(13%)
(7%)

(18%)

(26%)

(45%)
41%

Growth
%

(11%)

(12%)
(8%)
(18%)
(5%)

(17%)

(15%)
(20%)

(50%)
44%

Reported currency

Restated
2019(1)
$m

709.7

440.0
176.6
64.1
26.5
2.5
353.5

263.8
91.3

11.5
5.0
(18.1)
50%
60%

52%
18%
19%

2020
$m

629.6

387.2
162.9
52.4
25.1
2.0
295.0

223.5
72.8

5.8
7.2
(14.3)
47%
58%

45%
11%
29%

(1) Refer to Note 1 Segment information for further details on the minor changes made to SEEK’s operating segments for FY2020. Consequently, comparative information for operating segments

has been presented differently from previously published results for the year ended 30 June 2019. There has been no change to total SEEK Group revenue or EBITDA.

(2) Effective 1 July 2019, the Group has applied the new AASB 16 Leases standard using the modified retrospective approach. Lease costs such as property rental payments are now accounted for

as depreciation and interest expense below EBITDA for FY2020. Comparative information for the year ended 30 June 2019 has not been restated.

Revenue decline of 11% and EBITDA decline of 17% compared to FY2019 were driven by the following:

• ANZ: revenue decline of 12% driven by weak volumes due to softer economic conditions in H1 FY2020 and COVID-19 in H2

FY2020, however revenue from depth products was resilient and provided some offset;

• SEEK Asia: financial results were impacted by weak macro conditions (including COVID-19) particularly in Hong Kong and

investment to unlock long-term potential across all markets; and

• Latin America: weak results with COVID-19 exacerbating ongoing operational and macro challenges.

Reported results were positively impacted by the depreciation of the Australian dollar against key currencies, including the Hong Kong
dollar and the Malaysian Ringgit. On a constant currency basis AP&A revenue declined 13% and EBITDA declined 18% compared to
FY2019.

SEEK Limited Annual Report 202011

Latin America
• Financial results in Brasil Online and OCC were weak with

COVID-19 having a devastating impact on the Brazilian and
Mexican economies and exacerbating ongoing operational
and macro challenges;

• An aggregate non-cash impairment charge has been

recognised for Brasil Online and OCC totalling $139.5m (post-
tax), SEEK share $138.7m;

• Near-term macro outlook remains challenging but the focus

is on executing strategic and operational plans to build
sustainable businesses.

AP&A Other
• A portfolio of early stage investments that complement

and/or have synergies with the AP&A operating businesses.
Includes Jora which now has a presence in 36 countries and
is playing a key role in growing ad scale and supporting new
product development.

Australia and New Zealand (ANZ)
• ANZ delivered a resilient result despite a weak volume

environment with revenue decline of 12% and EBITDA decline
of 15% compared to FY2019;

• The impact of COVID-19 weighed heavily on hiring activity
and job ad volumes in H2 FY2020. April 2020 experienced
the sharpest contraction compared to FY2019, followed by
a consistent trend of improving ad volume and billings in Q4
FY2020, particularly across SME customers. Revenue from
depth products (e.g. Premium Ad and Premium Talent Search)
was resilient with 1% growth compared to FY2019 despite the
weak conditions;

•

In light of the conditions, there was a focus on reducing
discretionary costs whilst continuing to invest in long term
strategic areas such as analytics, architecture, security and
product innovation.

SEEK continues to hold market leadership on key metrics despite
strong competition including a 33% share of placements, a lead of
approximately 5 times our nearest competitor.

Key strategic priorities are progressing well including:

• Launch of the new ANZ pricing model and contract structure.

The transition for customers on subscription contracts
commenced on 1 December 2019 and we expect the majority
of hirers to be on consistent contract and pricing terms by the
end of 2020;

• Expanded and enhanced our product suite to optimise value
for our candidates and hirers (including Profile apply, Certsy
verifications, and Selection tool improvements).

SEEK Asia
• On a constant currency basis, SEEK Asia revenue declined
14% and EBITDA declined 26% compared to FY2019;

• The key driver of the revenue decline was Hong Kong which

was impacted by geopolitical issues and COVID-19. Revenue
results in other markets were more resilient, as was revenue
from depth products;

• Given the challenging environment, there was a focus on
reducing short term discretionary costs in FY2020 whilst
also continuing to invest in strategic areas (data platforms,
analytics, IT security, artificial intelligence and technology) to
position the business for growth over the long term.

Directors’ Report12

SEEK Investments

The SEEK Investments segment comprises:

Zhaopin

Online Education
Services (OES)

SEEK share 61%

SEEK share 80%

Early Stage Ventures
(ESVs)

Controlled entities and equity accounted
minority investments

Sales revenue
Zhaopin

OES
ESVs
EBITDA(2)
Zhaopin
OES
ESVs
EBITDA margin (%)
Zhaopin
OES
ESVs

Constant
currency

Growth
%

12%

17%
21%

Reported currency

Restated
2019(1)
$m

827.6

647.9
127.5
52.2
126.5
99.1
36.7
(9.3)
15%
15%
29%
(18%)

2020
$m

947.8

749.6
136.6
61.6
151.7
123.7
34.8
(6.8)
16%
17%
25%
(11%)

Growth
%

15%

16%
7%
18%
20%
25%
(5%)
(27%)

(1) Refer to Note 1 Segment information for further details on the minor changes made to SEEK’s operating segments for FY2020. Consequently, comparative information for operating segments has been

presented differently from previously published results for the year ended 30 June 2019. There has been no change to total SEEK Group revenue or EBITDA.

(2) Effective 1 July 2019, the Group has applied the new AASB 16 Leases standard using the modified retrospective approach. Lease costs such as property rental payments are now accounted for as

depreciation and interest expense below EBITDA for FY2020. Comparative information for the year ended 30 June 2019 has not been restated.

SEEK Investments revenue growth of 15% and EBITDA growth of 20% compared to FY2019 were driven by:

• Zhaopin: robust financial result despite challenging overall market conditions;

• Online Education Services: solid financial result as it invests to scale up new partners and expand online service offerings;

• Early Stage Ventures: strong revenue growth and operating results across the portfolio of consolidated ESVs (JobAdder and

Sidekicker) as these businesses continue to scale;

• Reported results were favourably impacted by the depreciation of the Australian dollar against the Chinese Renminbi (RMB).

On a constant currency basis, SEEK Investments achieved revenue growth of 12% and EBITDA growth of 17%.

SEEK Limited Annual Report 202013

Zhaopin
• On a constant currency basis, Zhaopin delivered a resilient

result with revenue growth of 12% and EBITDA growth of 21%
compared to FY2019. EBITDA growth of 21% reflects the
benefits of the change in operating lease recognition. On a
like-for-like basis EBITDA growth would have been 4%;

• Online revenue declined 11% impacted by soft economic
conditions and COVID-19. Adjacent services revenue was
resilient in the context of restrictions;

• EBITDA growth reflected cost efficiencies across personnel,
marketing and discretionary areas. Investment continued in
core strategic areas including product, technology, data and
artificial intelligence;

• Zhaopin is focused on creating value by extending market
leadership, driving long-term monetisation of its online
business and scaling up adjacent services.

Online Education Services (OES)
• OES delivered revenue growth of 7% driven by post-graduate
and under-graduate students located in the United Kingdom;

• OES continues to focus on maximising the student body
across existing partnerships, adding new partners to the
platform and evolving its product offerings into short and
micro courses, learning management design and other online
managed services.

Early Stage Ventures (ESVs)
SEEK Investments ESVs portfolio comprises investments
exposed to high growth structural trends across three key
themes comprising Online Education, Contingent Labour and HR
Software as a Service (HR SaaS).

SEEK has invested in emerging leaders in the three key themes,
and actively partners with its investments to leverage its deep
online human capital market expertise to accelerate their growth.
Some key investments in the portfolio are:

Online Education: FutureLearn and Coursera are global leaders
in the delivery of Massive Open Online Course content;

Contingent Labour: Sidekicker, Jobandtalent and Florence are
leading on-demand staffing platforms which in combination
provide exposure to a large and growing contingent labour
markets across Australia, New Zealand, and seven countries
across Europe and Latin America;

HR SaaS: GO1 helps organisations source, deliver and track
employee training and Employment Hero is a cloud-based
platform combining HR software, employee benefits, financial
services, compliance and payroll modules.

The portfolio adapted very quickly to the COVID-19 environment
by reducing cash outflows whilst continuing to invest for the
long-term.

Overall SEEK Investments ESVs delivered strong look-through
revenue growth of approximately 35% with several businesses
performing well during this challenging period and validating the
strength of their business model.

Directors’ Report14

Financial position

Cash flow

Cash and cash equivalents
Other current assets
Intangible assets
Equity accounted investments
Other non-current assets
Total assets

Current borrowings
Non-current borrowings
Unearned income
Lease liabilities
Current creditors and provisions
Non-current creditors and provisions

Shareholders equity
Total liabilities and equity

At 30 June 2020, SEEK had:

2020
$m

604.8
212.4
2,550.0
268.3
701.0
4,336.5

143.4
1,797.6
350.9
64.0
439.0
158.1

1,383.5
4,336.5

2019
$m

382.9
310.3
2,719.5
237.2
600.3
4,250.2

133.1
1,466.6
401.1
-
370.4
184.6

1,694.4
4,250.2

• Total assets of $4,336.5m of which 59% related to long-life

intangible assets (goodwill, brands and licences) arising from
business combinations, with the remainder relating primarily
to cash, funds on deposit, equity accounted investments and
trade receivables; and

• Total liabilities of $2,953.0m of which 66% related to

borrowings, with the remainder relating to unearned income,
tax and trade and other payables.

SEEK’s current liabilities exceed its current assets by $144.1m.
Excluding unearned income of $350.9m, which represents non-
refundable advances from customers, the Group would have net
current assets of $206.8m.

Net debt

Net debt at 30 June 2020 was $900.6m ($893.2m net of
capitalised borrowing costs) and is further discussed in Note 6
Net debt of the Financial Report.

SEEK’s borrowings comprise a combination of debt facilities
across SEEK Limited and Zhaopin:

• SEEK Limited has an unsecured syndicated bank facility

comprising of A$612.5m and US$552.5m, and A$325.0m
of notes issued under SEEK’s Euro Medium Term Note
Programme; and

• Zhaopin has entrusted loan facilities of US$322.5m, and a

working capital loan facility of RMB309.9m.

At 30 June 2020, $1,948.4m of the total available facilities were
drawn down, with $322.5m available in undrawn capacity.

Cash generated from
operations decreased to
$408.8m and represented
an EBITDA conversion
ratio(1) of 99%.

(1) EBITDA conversion ratio is calculated as cash generated from operations / EBITDA.

Cash generated from operations
Government grants received
Transaction costs
Finance costs and taxes paid
Net cash from operating activities
Disposal of equity accounted investment
Acquisition of subsidiaries (net of acquired
cash)
Acquisition of equity accounted investments
Capital expenditure (intangible assets and
plant and equipment)
Other investing activities
Net cash used in investing activities
Net change in borrowings
Dividends paid to shareholders of SEEK
Limited
Dividends paid to non-controlling interests
Net change in deposits to support entrusted
loan facilities
Payment of lease liabilities
Zhaopin privatisation
Payment for additional interest in subsidiary
Other financing activities
Net cash from/(used) in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning
of the year
Effect of exchange rate changes on cash and
cash equivalents
Cash and cash equivalents at the end of the
year

2020
$m

408.8
13.2
(1.0)
(116.7)
304.3
-

(4.0)
(126.2)

(125.7)
(5.0)
(260.9)
328.1

(77.4)
(7.4)

18.2
(27.3)
-
-
(42.0)
192.2
235.6

2019
$m

499.9
-
(5.2)
(122.1)
372.6
6.3

(9.2)
(121.9)

(125.1)
(51.4)
(301.3)
262.4

(161.5)
(9.6)

(86.5)
-
(49.2)
(1.6)
(14.5)
(60.5)
10.8

382.9

361.7

(13.7)

10.4

604.8

382.9

Key cash flow movements

Net cash outflow of $260.9m used in investing activities was
primarily due to capital expenditure of $125.7m and payments
for acquisition of equity accounted investments of $126.2m.

Net cash inflow of $192.2m from financing activities was
primarily due to the issuance of A$ Subordinated Floating Rate
Notes of $150.0m and net drawdown of other debt facilities
of $178.1m. The net change in borrowings was offset by the
payment of dividends of $77.4m and other financing activities of
$42.0m, relating to settlements on foreign exchange and interest
rate hedges during the year. The Group adopted AASB 16 Leases
on 1 July 2019 and recognised payments for principal elements
of lease liabilities of $27.3m.

SEEK Limited Annual Report 202015

Directors’ Report16

Principal risks

SEEK actively manages the risks that could materially impact our ability to sustain our future financial performance and deliver our
long-term strategy. The following are the key risks and the actions we are taking to manage these risks. For SEEK specifically, climate
change risk is not considered financially material at this time. Recognising its importance, it is addressed separately in SEEK’s
Sustainability Report.

Risk area

Impact of the risk

Mitigation and monitoring strategies

Cyber security

Business resilience

Disruption and
competition

Data governance

Talent

A major cyber security breach or attack could
result in the degradation of SEEK services or
the loss of personally identifiable information,
proprietary algorithms or sensitive data. This
would damage SEEK’s reputation and could
result in regulatory action.

A prolonged, unplanned disruption to critical
platforms or significant interruptions in the
systems of third parties upon which SEEK relies
may impair SEEK’s ability to provide services
and damage SEEK’s reputation and trust with
candidates, hirers and students.

New disruptive business models, competitors
entering the market or existing competitors
aggressively increasing their market share could
erode SEEK’s ability to compete. SEEK may
not successfully build and acquire new growth
platforms or products that solve candidate, hirer
or student needs in the human capital market as
quickly or effectively as competitors.

Failure to use and protect personally identifiable
information or sensitive data in breach of
data privacy laws or contrary to customer
expectations may breach customer trust,
damage SEEK’s reputation and market position,
and could result in regulatory action.

Operating and financial performance is
dependent on the ability to attract and retain top
talent in a competitive environment, particularly
in technology roles. Loss of key people could
leave SEEK vulnerable to leadership and
capability gaps.

Highly skilled cyber security and technical
experts focus on preventative, detective and
responsive capabilities, to identify and respond
to the existing and emerging cyber threat
landscape. Initiatives to embed employee cyber
security practices and awareness continue to be
implemented.

SEEK continues to enhance business continuity
and disaster recovery capability and procedures,
and the monitoring of critical systems for signs
of performance, intrusion or interruption.

Productive paranoia about being disrupted by
companies keeps SEEK vigilant in monitoring
local and global competitive trends and
operating metrics. SEEK’s organisational
structure is designed for effective and fast-
paced product and technology rollouts
to provide market-leading experience for
candidates, hirers and students. Increased
investment activity aims to diversify the portfolio
and enhance capabilities and value offerings.

SEEK continues to mature its data management
practices and procedures. Legal teams monitor
developments in data privacy laws in relevant
jurisdictions. Privacy policies are supported by
clear guidance for candidates on how their
information is collected, used, protected and how
they can manage their data when they use SEEK’s
services.

Investment in our people and culture enables
SEEK to attract and retain key talent and maintain
a motivated and effective workforce. External
hiring addresses gaps in experience and capability
for more complex roles with cross-geographical
responsibility. The senior management
remuneration structure is designed to retain key
managers in specific geographies and focus them
on SEEK’s long-term growth potential. In addition,
fostering a work environment of high engagement
and high performance is also critical to attracting
top talent and promoting employee retention.

Execution effectiveness

Changes and integration across the operating
model and technology systems are complex
particularly across geographies, and anticipated
business benefits may not be realised within the
desired timeline.

Detailed planning processes underpin
adjustments to the operating model designed
to respond to customer needs, promote cross-
regional collaboration and deliver greater impact
on a global scale.

SEEK Limited Annual Report 202017

Risk area

Impact of the risk

Mitigation and monitoring strategies

Country and regulatory

Economic conditions

SEEK is exposed to regulatory, legal, political
and conduct risks in the countries in which it
operates including in China, Asia Pacific and
Latin America. Changes in policy or regulation
in any country in which SEEK’s employment or
education businesses operate may adversely
impact the delivery of services.

Local and corporate management monitor
economic and political indicators and
changes to legislation. SEEK maintains
strong relationships with key stakeholders in
these markets, trains relevant employees and
participates in industry consultation.

A prolonged decline in job advertisement volumes
and revenue may occur as a result of severe
economic downturn impacting employment
markets in one or more of SEEK’s markets.
There are also other changes in the
macroeconomic environment associated with
events relating to COVID-19. Any continuing
uncertainty is likely to have an adverse impact on
SEEK.

SEEK continually evolves its business model,
products and services. Agile development
methodologies enable fast response to
challenges as well as enabling us to capitalise
on new opportunities as they arise. The portfolio
strategy reduces country-specific exposure by
generating earnings across several geographies
and the wider human capital market, including
employment and education.

Directors’ Report18

Board of Directors

Graham Goldsmith, age 60
Non-Executive Director since October 2012, Chairman from 1 January 2019

Skills and Experience

Other listed company directorships

Graham Goldsmith retired in 2012 as Vice
Chairman and a Managing Director of Goldman
Sachs Australia after a 25 year career with the
firm (and its predecessors in Australia), spanning
a number of different roles. He was Chancellor
of Swinburne University of Technology until 31
January 2019. Graham is a Panel Member of
Adara Partners, a director of Stars Foundation Inc
and Deputy Chairman of the Board of Trustees of
Gandel Philanthropy.

• Djerriwarrh Investments Ltd since April 2013

Board Committee memberships

• Chairman of Remuneration Committee

• Member of Audit and Risk
Management Committee

• Chairman of Nomination Committee

Qualifications

B.Bus (Accounting) (Swinburne), AMP
(Harvard University), FCPA, FAICD

Andrew Bassat, age 54
Executive Director since September 1997

Skills and Experience

Other listed company directorships

Andrew Bassat is the Managing Director, CEO and
Co-Founder of SEEK Limited. He has been involved
in all stages of the development of the business
since he co-founded the Company in 1997.

In July 2016 Andrew was appointed as a director
of St Kilda Football Club and in December 2018,
became President of the Club.

None

Qualifications

BSc (Computer Science) (Melb),
LLB (Hons) (Monash), MBA (Melb)

Julie Fahey, age 63
Non-Executive Director since July 2014

Skills and Experience

Julie Fahey has over 30 years of experience in
technology, covering consulting, software vendor
and Chief Information Officer roles. In addition,
Julie spent 10 years as a partner at KPMG. She is a
director of Datacom Group Ltd and CenITex, and a
member of the Australian Red Cross Blood Service
Board and the LaTrobe University Council.

Other listed company directorships
IRESS Ltd since October 2017
•

• Vocus Group Ltd since February 2018

Board Committee memberships

• Member of Audit and Risk
Management Committee

• Member of Nomination Committee

Qualifications

BAppSc (RMIT)

SEEK Limited Annual Report 202019

Leigh Jasper, age 46
Non-Executive Director since April 2019

Skills and Experience

Other listed company directorships

Leigh Jasper co-founded and was the CEO of
Aconex, which listed on the ASX in 2014 and was
subsequently acquired by Oracle in March 2018.
Leigh led Aconex’s global growth, expanding the
business into Asia, the Americas, the Middle East
and Europe.

Leigh is a director of The Macfarlane Burnet
Institute for Medical Research and Public Health
Limited, Salta Properties Pty Ltd and Buildxact Ltd,
and Chair of LaunchVic.

None

Board Committee memberships

• Member of Remuneration Committee

• Member of Nomination Committee

Qualifications

BE (Hons) (Melb), BSc (Mathematics) (Melb),
Dip ML (French) (Melb)

Michael Wachtel, age 65
Non-Executive Director since September 2018

Skills and Experience

Michael Wachtel has considerable global
business experience gained during his 35 year
career in the professional services industry.
Michael was previously Chairman (Asia Pacific &
Oceania) of Ernst & Young (EY) and a member of
the EY Global Governance Council and Global Risk
Executive Committee.

He is currently a Board member of the Future Fund
and St Vincent’s Medical Research Institute.

Other listed company directorships
• Pact Group Holdings Ltd

(since April 2020)

Board Committee memberships

• Chairman of Audit and Risk
Management Committee

• Member of Nomination Committee

Qualifications

BCom LLB (UCT), LLM (LSE), FAICD

Vanessa Wallace, age 56
Non-Executive Director since March 2017

Skills and Experience

Vanessa Wallace has over 30 years experience in
management consulting. Her former roles at Booz
& Company (now known as Strategy&) included
Executive Chairman of Booz & Company (Japan) Inc,
Senior Partner, member of the global Board, lead of
the financial services practice in Global Markets and
lead of the strategy practice in ANZSEA. Vanessa
is also a member of the Chairman’s Council of the
Australian Chamber Orchestra.

Other listed company directorships
• Wesfarmers Ltd since July 2010

• AMP Ltd (March 2016 to May 2018)

Board Committee memberships
• Member of Audit and Risk
Management Committee

• Member of Remuneration Committee

• Member of Nomination Committee

Qualifications

BCom (UNSW), MBA (IMD, Switzerland)

Change during the year

Emeritus Professor Denise Bradley AC was a Non-Executive Director until her passing on 20 March 2020 (appointed as a Non-Executive Director in
February 2010).

Directors’ Report20

Directors and meetings of directors

All persons listed below were directors of SEEK Limited during the year ended 30 June 2020 and up to the date of this report, unless
otherwise stated.

The qualifications, experience and special responsibilities of each director, including current and recent directorships, are detailed on
pages 18 and 19 of the Directors’ Report.

The table below details the number of Board and Committee meetings held and attended by those directors during the year ended
30 June 2020.

Board

Audit and Risk
Management
Committee

Managing Director, Chief Executive Officer and Co-Founder
A R Bassat

Non-Executive Directors
G B Goldsmith
D I Bradley2
J A Fahey
L M Jasper
M H Wachtel
V M Wallace

8
4
8
8
8
8

5
-
5
-
5
5

-
2
-
5
-
-

Remuneration
Committee

Nomination
Committee

Ad hoc Committee1

4
3
-
4
-
4

-
-
4
-
4
-

3
3
3
3
3
3

3
-
3
3
3
3

-
-
-
-
-
-

6
-
-
-
6
-

-
-
-
1
-
-

A - Meetings held while member held office and was eligible to attend as a member

B - Meetings attended

C - Meetings attended by invitation

1. Ad hoc committees of the Board were convened during the year in relation to financial results, the redemption and issue of notes under the Euro Medium Term Note

programme and capital management.

2. Denise Bradley was a Non-Executive Director until her passing on 20 March 2020.

Company Secretary
The Company Secretary is Lynne Jensen. Lynne was appointed
Company Secretary effective 22 December 2015. Lynne has over
25 years of international and domestic legal and governance
experience, including as a partner of Allens Arthur Robinson and
as Group General Counsel and Company Secretary of Grocon.
Lynne holds a Bachelor of Laws (Honours) and Bachelor of Arts
from the University of Melbourne.

Indemnification and insurance of officers
The SEEK Limited Constitution provides that the Company
will, to the extent permitted by law, indemnify any current or
former director or officer in respect of any liability incurred in
that capacity and related legal costs. SEEK Limited has entered
into a Deed of Indemnity with each director and a number of
senior executives. During the year SEEK Limited paid a premium
in respect of an insurance contract which covers the directors
and officers against certain liabilities in accordance with the
terms of the policy. The insurance contract requires the nature
of the liability covered and the amount of the premium paid to
be confidential.

Interests in shares and options
As at the date of the report the directors held the following
interests in shares and options:

G B Goldsmith
A R Bassat
J A Fahey
L M Jasper
M H Wachtel
V M Wallace

Shares in
SEEK Limited

Options over
SEEK Limited
shares

50,000
14,756,293
8,888
68,133
4,000
17,000

-
625,9151
-
-
-
-

Includes Wealth Sharing Plan Options/Rights (refer to section 7.3 on page 38).

Dividends

Dividends paid or declared by the Company to shareholders
during the financial year are set out in Note 18 Dividends of the
Financial Report.

SEEK Limited Annual Report 202021

Auditor and non-audit services
PricewaterhouseCoopers (PwC) continues in office as auditor of
the parent entity (Auditor) in accordance with section 327 of the
Corporations Act 2001.

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 Group that occurred during the
financial year under review.

It is the Group’s policy to engage PricewaterhouseCoopers on
assignments in addition to their statutory audit duties only where
PricewaterhouseCoopers’ expertise and experience with the
Group provide a compelling reason to do so. These assignments
are principally other assurance and due diligence reporting
on acquisitions.

Fees that were paid or payable during the financial year for non-
audit services provided by the Auditor and its related practices
are disclosed in Note 27 Remuneration of auditors of the
Financial Report.

The Board has considered the position and, in accordance with the
advice received from the Audit and Risk Management 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:

• all non-audit services have been reviewed by the Audit and Risk
Management Committee to ensure they do not impact the
impartiality and objectivity of the Auditor; and

• none of the services undermine the general principles relating to
auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants.

A copy of the Auditor’s Independence Declaration as required under
section 307C of the Corporations Act 2001 is set out on page 40.

Environmental regulation

The operations of the Group are not subject to any particular or
significant environmental regulations under a Commonwealth,
State or Territory law.

Proceedings on behalf of the Company

No proceedings have been brought or intervened in on behalf
of the Company, nor have any applications for leave to do so
been made in respect of the Company, under section 237 of the
Corporations Act 2001.

Other information

The following information also forms part of this Directors’
Report and is located as follows:

• Principal activities are set out on pages 4 to 7;

•

the Group’s Operating and financial review is set out on pages
8 to 17; and

the Remuneration Report, including an introductory letter from
the Chairman of the Remuneration Committee, is set out on
pages 23 to 39.

Matters subsequent to the end of the
financial year

Redemption of Senior Guaranteed Floating Rate Notes

On 8 July 2020, the Group announced the successful completion
of the cash tender offer to existing holders of SEEK Limited’s
A$175.0m Senior Guaranteed Floating Rate Notes maturing in
April 2022 (the Senior Notes).

Redemption of A$175.0m of the Senior Notes was completed on
28 July 2020 and funded from available cash balances.

Issuance of Subordinated Notes

On 8 July 2020, the Group announced the pricing of A$75.0m of
Subordinated Notes. These Subordinated Notes were consolidated
and form a single series with SEEK’s existing A$150.0m of
Subordinated Floating Rate Notes issued in December 2019 and
have a first optional redemption date of 20 June 2023. The notes
are subordinated to SEEK’s existing senior unsecured debt. The
proceeds from the Subordinated Notes will be used for general
corporate purposes including the repayment of senior debt.

The Subordinated Notes were issued under SEEK’s existing Euro
Medium Term Note Programme and are listed on the Singapore
Stock Exchange. Settlement of the Subordinated Notes occurred
on 14 July 2020.

There are no other matters or circumstances which have arisen
since the end of the financial year that have significantly affected
or may significantly affect the operations of the Group, the
results of those operations and the state of affairs of the Group in
subsequent financial periods.

Rounding of amounts

The Company is of a kind referred to in Corporations Instrument
2016/191, issued by the Australian Securities and Investments
Commission, relating to the ‘rounding off’ of amounts in the
financial statements. Amounts in the financial statements have
been rounded off in accordance with that Corporations Instrument
to the nearest hundred thousand dollars, or in certain cases, the
nearest dollar.

Directors’ Report22

SEEK Limited Annual Report 202023

Letter from Remuneration
Committee Chairman

Dear Shareholders,

On behalf of the Board I am pleased to present SEEK’s FY2020 Remuneration Report.

As a people centric business with global operations, SEEK’s success relies on our ability to attract, motivate and retain world-class
talent, foster an ownership mindset, and drive a collective focus on strategy through to execution. Ensuring SEEK has the right
leadership team in place is critical to the ongoing success of the Company and to building sustainable, long-term shareholder wealth.
The Board’s objective is to ensure a remuneration approach that is globally competitive, while remaining fair and reasonable in a local
context and delivering outcomes that align with the long-term shareholder experience.

There is no doubt this financial year has been a particularly challenging one, with the impact of COVID-19 felt by our employees, our
customers and our shareholders. Furthermore, while the majority of our shareholders voted in favour of the FY2019 Remuneration
Report, SEEK narrowly received a ‘first strike’ with 25.71% of shares voted against its adoption. I have addressed both of these matters
in this letter.

FY2020 KMP Remuneration Outcomes and COVID-19 Impact

SEEK’s executive remuneration framework is structured such that aside from base salary, Executives and other senior leaders do not
receive any payments in cash. For these individuals, variable remuneration is delivered entirely through equity. In light of the current
volatile and unpredictable environment, the Board continues to believe this approach reinforces the close alignment between our
Executives and our shareholders. Recognising the business challenges arising from COVID-19 and the need to manage discretionary
costs the following decisions have been made:

• There will be no increase to Board or Committee fees for FY2021; and

• There will be no FY2021 remuneration increases for the CEO and Co-Founder or other Executive KMP.

In addition, the FY2018 Wealth Sharing Plan (‘WSP’) lapsed following the completion of FY2020 as the share price hurdle was not met.
In accordance with the plan terms, a 60-day VWAP up to and including 30 June 2020 was used for testing purposes. The impact of
COVID-19 on the market during this period and the associated share price volatility, resulted in a VWAP of $18.61. This was below the
share price hurdle of $19.79, notwithstanding SEEK’s closing share price was $21.89 at the end of the vesting period.

Responding to the First Strike

The ‘first strike’ received last year has been taken seriously by the Board. Over the past 12 months the Board has focused on better
understanding the preferences of our investor base in relation to executive remuneration, irrespective of how they voted in FY2019.
Thank you to those investors and proxy advisors who took the time to speak with us about their views. This feedback allowed the
Board to carefully consider the areas for potential change as well as how to enhance shareholder communication.

The Board’s consultation process confirmed our investors hold a broad range of views regarding executive remuneration, with
specific design elements reflecting differing levels of importance to them. As a result, there were some aspects of SEEK’s executive
remuneration framework that were of concern to some investors, but which conversely had strong levels of support from others.

With views on our executive remuneration framework differing across investors and proxy advisors, the Board has assessed SEEK’s
current approach from three perspectives to test whether it: drives the right long-term focus, reinforces the right behaviours and
delivers outcomes that are aligned with shareholders. It is the Board’s belief that the overall executive remuneration framework still
achieves these three aims. Having said that, the Board acknowledges there are different ways that these aims can be achieved and
with the majority of feedback relating to the WSP design, a full review of the plan was undertaken. As part of this review, the Board also
considered what made sense in light of COVID-19 and the resultant market and SEEK share price volatility.

As an outcome of the Board’s review, several changes have been implemented for the FY2021 WSP award being: the introduction
of graduated vesting to address feedback regarding an ‘all or nothing’ vesting approach; an adjustment to the methodology used to
determine the FY2021 share price hurdle required for full vesting to address feedback on the level of ‘stretch’ within the WSP; and
changing the share price input for allocation purposes from a spot price to a VWAP to reduce the impact of share price volatility.

Section 3 of the FY2020 Remuneration Report details SEEK’s specific responses to investor feedback received during FY2020 and the
key decisions made for FY2021.

It is the Board’s intent to review aspects of executive remuneration again once the internal and external landscape becomes clearer.
We will continue to share our thinking with you as it evolves and as always, welcome your feedback.

I look forward to engaging with you in FY2021 and thank you for your ongoing support of SEEK.

Graham Goldsmith
Chairman of the Remuneration Committee

Remuneration
Report

Introduction and contents

This Remuneration Report (‘Report’) sets out SEEK’s Executive remuneration framework, as well as the remuneration arrangements
for the Key Management Personnel (‘KMP’) of the Company for the year ended 30 June 2020. References to Executives in this Report
are to the Executive KMP and other Group Executives with the same remuneration arrangements as the Executive KMP.

The Report has been prepared and audited based on the requirements of the Corporations Act 2001 and its Regulations.

Section

1 Key Management Personnel

2 Link between SEEK’s performance and executive remuneration outcomes

3 SEEK’s response to feedback provided in relation to the FY2019 Remuneration Report

4 Executive remuneration framework, contractual terms and statutory remuneration

5 Remuneration governance

6 Non-Executive Director fees

7 Other KMP disclosures

1. Key Management Personnel

Page

The KMP covered in this report are SEEK’s Non-Executive Directors (‘NEDs’), Chief Executive Officer and Co-Founder (‘CEO’), Group
Chief Operating Officer and Asia Pacific & Americas CEO (‘Group COO and AP&A CEO’) and Group Chief Financial Officer (‘Group CFO’).
Each of the KMP held their position for the whole of FY2020, unless stated otherwise.

Name

Position

Non-Executive Directors

G B Goldsmith

Non-Executive Chairman

D I Bradley(1)

J A Fahey

L M Jasper

M H Wachtel

V M Wallace

Executive KMP(2)

A R Bassat

I M Narev

G I Roberts

Non-Executive Director (until 20 March 2020)

Non-Executive Director

CEO

Group COO and AP&A CEO

Group CFO

(1) Denise Bradley was a Non-Executive Director until her passing on 20 March 2020.
(2) As announced in February 2019, Michael Ilczynski stepped down from the CEO AP&A role to take an extended leave of absence for a career break in FY2020. Ian Narev commenced with SEEK
on 29 April 2019 and after a short transition period, Michael handed over his responsibilities as CEO AP&A to Ian. As such, Michael did not perform a KMP role for any of FY2020.

There have been no changes in KMP since the end of the reporting period.

SEEK Limited Annual Report 2020
25

2. Link between SEEK’s performance and executive remuneration outcomes

The main objective of SEEK’s executive remuneration framework is to ensure close alignment between Executive reward and
shareholder returns over the long-term. For this reason, half of an Executive’s Total Remuneration Opportunity is delivered in equity
and is subject to performance and/or service-based conditions.

With SEEK’s short-term business results closely tied to the broader economy, the equity components delivered under the Executive
Equity Plan (‘EEP’) and Wealth Sharing Plan (‘WSP’) are designed to:

•

‘see through’ the ups and down of the economic cycle; and

• encourage Executives to make bold decisions and take actions focused on creating sustainable results over the long-term, leading

to wealth creation for SEEK shareholders.

To better understand the extent to which actual executive remuneration outcomes have been aligned with SEEK’s performance, the
Board analysed the benefit that Executives have effectively ‘realised’ through the equity based incentive plans, specifically the EEP
and WSP, versus the corresponding shareholder returns delivered from FY2013 to FY2018. Given the value of the EEP to an Executive
is a direct function of SEEK’s share price, there is clear alignment between the benefit received by Executives and growth in SEEK’s
Total Shareholder Returns (‘TSR’) over each award period. Similarly, when viewing the six WSP awards tested to date in their totality,
as was intended by the Board, there is clear alignment between the overall benefit received by SEEK Executives and SEEK’s TSR
growth over the eight-year period from 1 July 2012.

SEEK’s TSR growth of 302% since 1 July 2012, when the WSP was first introduced, well exceeds the ASX 200 index growth of 103%
over the same time period; and the SEEK share price also increased from $6.53 to $21.80 during this time. The TSR performance
of SEEK compared to the ASX 200 is highlighted in the graphic below. In comparison, assuming an Executive received all six WSP
awards granted since 1 July 2012, the combination of four having vested and two having lapsed has led to the benefit received by an
Executive being correlated to, but less than the TSR growth experienced by SEEK shareholders. This is an outcome which the Board
considers to be fair and reasonable from the perspective of Executive reward and shareholder alignment.

SEEK vs ASX 200 TSR since 1 July 2012

500

450

400

350

300

250

200

150

100

)
d
e
x
e
d
n
i
(
n
r
u
t
e
R
r
e
d
o
h
e
r
a
h
S

a
t
o
T

0
Jul 12

SEEK

TSR
302%
19% p.a.

Share Price
234%
16% p.a.

ASX 200

TSR
103%
9% p.a.

Jul 13

Jul 14

Jul 15

Jul 16

Jul 17

Jul 18

Jul 19

Jul 20

SEEK

ASX 200

In addition, understanding that for some investors relative rather than absolute TSR performance is a key benchmark, analysis of
SEEK’s TSR performance compared to the ASX 200 also confirmed that in each of the WSP award periods for the vested awards
(FY2013, FY2014, FY2016 and F2017) and over the performance period of the FY2018 WSP award which ultimately lapsed, SEEK has
significantly outperformed the index. Ensuring SEEK has the right leadership team in place has been instrumental to the Company’s
outperformance of the Australian market throughout the increasing globalisation of the business, whilst facing local and global
competitive threats and new disruptive business models.

The WSP vesting history and corresponding TSR for SEEK and the ASX 200 over each award period is shown in the graphic below.

SEEK vs ASX 200 TSR over WSP award periods(1)

)

(
n
r
u
t
e
R
r
e
d
o
h
e
r
a
h
S

a
t
o
T

200

180

160

140

120

100

d
e
t
s
e
v
P
S
W

FY13

FY14

d
e
t
s
e
v
P
S
W

d
e
s
p
a

P
S
W

FY15

SEEK

d
e
t
s
e
v
P
S
W

d
e
s
p
a

P
S
W

FY16

FY17

FY18

ASX 200

(1) Vested awards were measured over a four-year period, being the three-year performance period and one-year exercise restriction period, to reflect the earliest time at which Executives are
able to realise any benefit from the relevant WSP award. Lapsed awards were measured over their three-year performance period only to reflect the time at which the lapsing occurred.

Remuneration Report

2.1 Vesting outcomes for SEEK equity plans

During FY2020, the FY2018 WSP award came to the end of its three-year vesting period (1 July 2017 to 30 June 2020) and the
FY2020 EEP came to the end of its one-year qualifying period (1 July 2019 to 30 June 2020). The vesting outcomes for these awards
are outlined below. In relation to the FY2017 WSP and FY2019 EEP awards that vested during FY2020 (on 1 July 2019), details have
been provided in the equity tables and footnotes within section 7 of this Report.

FY2018 WSP Options/Rights

Under the FY2018 WSP, Executives were given the choice to receive Options, Rights or a 50/50 combination of Options and Rights,
with all electing to receive Rights. The FY2018 WSP award was tested following the end of the vesting period on 30 June 2020. In
accordance with the plan terms, a 60-day VWAP up to and including 30 June 2020 was used for testing purposes. The impact of
COVID-19 on the market during this period and the associated share price volatility, resulted in a VWAP of $18.61 which was below
the share price hurdle of $19.79. As a consequence, the FY18 WSP lapsed, notwithstanding that SEEK’s closing share price was
$21.89 at the end of the vesting period. Further details have been provided in section 7.3 of this Report.

FY2020 Equity Rights

During FY2020, each Executive received one Equity Right which vested in accordance with the terms of the plan following the end of the
qualifying period on 30 June 2020. The table below details the number of shares that were allocated to each Executive KMP following
the release of SEEK’s FY2020 financial results. The allocated shares are subject to a further one-year disposal restriction meaning the
value of each Executive’s award remains unrealised and variable based on SEEK’s share price until the end of the disposal restriction.

Name

Vesting period

Disposal restriction period

Number of shares

Executive KMP

A R Bassat

1 July 2019 to 30 June 2020

1 July 2020 to 30 June 2021(1)

I M Narev

G I Roberts

1 July 2019 to 30 June 2020

1 July 2020 to 30 June 2021(1)

1 July 2019 to 30 June 2020

1 July 2020 to 30 June 2021(1)

63,303

47,858

29,501

(1) Executives are subject to the SEEK Share Trading Policy, so in practice, the disposal restriction will not lift until the release of SEEK’s FY2021 financial results.

2.2 SEEK’s five-year financial performance

The following table sets out information about the Group’s earnings and movements in shareholder wealth for the past five financial
years up to and including FY2020.

Share price at year end ($)
Weighted average share price ($)
Cumulative Total Shareholder Return (TSR) - Indexed (%)(1)
Total dividend (cents per share)

Sales revenue (excluding significant items) ($m)
EBITDA (excluding significant items) ($m)
NPAT (excluding significant items and SEEK Investments ESVs)
attributable to SEEK ($m)(2)
Basic EPS (excluding significant items and SEEK Investments ESVs)
(cents)(2)

FY2016

FY2017

FY2018

FY2019

FY2020

15.21
14.12
111.55
40.0

950.4
366.7

198.1

57.6

16.91
15.76
127.42
44.0

1,040.9
375.8

220.8

63.5

21.81
18.73
168.47
46.0

1,299.5
431.2

212.1

60.5

21.16
19.13
167.37
46.0

1,537.3
455.0

207.5

59.1

21.89
19.76
176.70
13.0

1,577.4
414.9

139.6

39.6

(1) Cumulative Total Shareholder Return includes dividends and share price appreciation and is indexed from 1 July 2015 (1 July 2015 = 100.00).
(2) SEEK NPAT excludes significant items and SEEK Investments ESVs, as removing items that are one-off in nature and the impact of losses generated from scaling of the SEEK Investments ESVs

portfolio, is more representative of the underlying operational performance of the Group. Due to minor changes made to SEEK’s operating segments for FY2020, including changes to the SEEK
Investments ESVs portfolio, comparative information for FY2018 and FY2019 NPAT and Basic EPS differs from the corresponding table for the year ended 30 June 2019. Refer Note 1 of the
Financial Report for further detail.

Sales revenue
(excluding significant items) ($m)

EBITDA
(excluding significant items) ($m)

Share price at year end ($)

CAGR 14%

CAGR 3%

CAGR 10%

1537.3

1577.4

366.7

375.8

431.2

455.0

414.9

21.81

21.16

21.89

16.91

15.21

1299.5

950.4

1040.9

FY2016

FY2017

FY2018

FY2019

FY2020

FY2016

FY2017

FY2018

FY2019

FY2020

FY2016

FY2017

FY2018

FY2019

FY2020

SEEK Limited Annual Report 20203. SEEK’s response to feedback provided in relation to the FY2019 Remuneration Report

At the 2019 Annual General Meeting SEEK narrowly received a ‘first strike’ against the Remuneration Report with 25.71% of shares
voted against its adoption. Through the Board’s engagement with investors and proxy advisors, it has become clear that there are
diverse, and in some areas, conflicting views about SEEK’s executive remuneration framework across the Company’s investor base.
The table below summarises into key themes the feedback most commonly received by the Board and a response to each theme.
Key decisions for FY2021 are presented in section 3.1.

Feedback received

SEEK’s response

Wealth Sharing Plan: design

Absolute share price as the only
Wealth Sharing Plan hurdle may
reward or penalise Executives due
to external market factors with no
reference to their performance

The level of ‘stretch’ built into the
Wealth Sharing Plan share price
hurdle is insufficient given SEEK’s
growth expectations; and together
with a choice between Options
and Rights means awards may
result in a substantial benefit to
Executives versus the required level
of shareholder returns

Preference for a graduated rather
than a cliff vesting schedule to
mitigate the risk that comes with
an ‘all or nothing’ approach and
reward Executives over a broader
performance band

Wealth Sharing Plan:
allocation methodology

Preference for a face rather than a
fair value allocation methodology
as the former is more transparent
and removes the discount currently
applied for probability of vesting

One-off sign-on award

Rationale for the provision of a one-
off sign-on award to the Group COO
and AP&A CEO was not clear and
the award quantum excessive

CEO remuneration

Quantum of CEO remuneration is
excessive and well above market
median

When implementing the current WSP, the Board’s intent was to ensure Executives were rewarded in direct
alignment with actual shareholder returns and an absolute share price hurdle was therefore introduced.
The Board’s view was that an absolute share price hurdle is more challenging than the ‘typical’ relative
TSR approach, as relative TSR approaches can vest even when a company’s share price decreases.

Analysis undertaken during FY2020 confirmed that the intended alignment has occurred across the six
WSP awards tested to date (refer section 2). In addition, with current economic conditions and market
volatility, our focus remains on the creation of sustainable, long-term shareholder wealth.

The overall executive remuneration structure, including the WSP, will therefore be retained for FY2021.
However, in response to investor feedback on the share price hurdle and vesting schedule, and with a
need to address the COVID-19 related share price volatility, the following changes will be made for the
FY2021 WSP:

• A graduated vesting schedule with Threshold and Stretch share price hurdles will replace cliff vesting;

• The CAGR targets and resultant share price hurdles for FY2021 will be set at levels that balance being

both challenging, but still achievable in the current environment; and

• The share price input into the external fair valuation used for allocation purposes, will move from a

1 July spot price to a 60-day VWAP to reduce the impact of share price volatility.

Refer section 3.1 for further details and the rationale for each of these changes.

A fair value allocation methodology is used for consistency between WSP Options and Rights. With
several participants electing to receive their FY2020 award as 50% Options and 50% Rights, including the
CEO, choice continues to be a key feature of the WSP design. The allocation methodology will therefore
remain unchanged and be determined independently by an external advisor using a Monte-Carlo
simulation model. As has been the case in prior years, the fair and face value of any WSP Rights received
by the CEO in the relevant year (in this case for FY2020) is disclosed in section 4.5.

One-off sign-on awards are not common practice at SEEK. However, in seeking to secure the individual
who the Board believed had the requisite seniority and CEO-level experience to lead SEEK’s core AP&A
business, it was determined that a sign-on award was required to ensure a compelling offer and
compensate for future reward foregone as a result of the individual leaving their existing employment in
the private equity space. The Board acknowledges that this rationale could have been better explained to
shareholders.

To ensure close alignment with shareholders from commencement, the one-off award was comprised
entirely of equity and subject to performance and/or service conditions. No value has yet been realised
from the one-off award with two-thirds still at risk and subject to a share price hurdle and the remainder
being under a disposal restriction period.

With SEEK operating in a sector with ever-increasing competition for talent, Executives’ Total
Remuneration Opportunity is targeted between the 50th and 80th percentiles of the ‘market’.

We appreciate that some proxy advisors have their own market definition and benchmarking
methodology which may result in different views about market positioning. In our case ‘market’ refers to
a primary benchmarking comparator group that consists of 10 companies directly above and 10 directly
below SEEK, based on market capitalisation. Refer section 4.2 for further detail.

Against this primary comparator group the CEO’s Total Remuneration Opportunity is within the targeted
percentile range, which the Board considers appropriate given his experience and deep knowledge of the
business. Taking into account investor feedback and the impact of COVID-19 on SEEK’s business, the
CEO’s remuneration for FY2021 will remain unchanged for the second year in a row (noting there was
also no change between FY2019 and FY2020).

Remuneration Report28

3.1 Key decisions made for FY2021

Wealth Sharing Plan design

The following changes will be implemented for the FY2021 WSP award to address both investor feedback, and the significant market
and SEEK’s share price volatility created by COVID-19. Future plans for executive remuneration will be reviewed again by the Board as
the internal and external landscape becomes clearer.

Change in FY2021

Rationale for change

Graduated vesting to
replace existing cliff
vesting

The existing cliff vesting approach will be
replaced by a graduated vesting schedule
with 50% vesting occurring at a Threshold
share price hurdle, 100% vesting occurring
at a Stretch share price hurdle and pro-rata
vesting taking place between these points.

Share price hurdle

Share price input into
fair value

The share price hurdle for vesting has
previously been based on the 15-year
average growth in the ASX All Ordinaries
Index. On this basis, the CAGR for FY2021
would be 3.30%. With the introduction of
graduated vesting, both a Threshold and
Stretch CAGR target (with resultant share
price hurdles) are required.

For FY2021, the Board has decided that:

•

the 3.30% CAGR target will be used to
set the Threshold share price ($20.51)
at which 50% vesting occurs;

• a 6.00% CAGR target will be used to

set the Stretch share price ($22.16) at
which 100% vesting occurs; and

• Between $20.51 and $22.16, there

will be pro-rata vesting on a straight-
line basis.

No vesting will occur below Threshold and
vesting will be capped at 100% at or above
the Stretch share price hurdle.

The Threshold share price hurdle will also
serve as the exercise price for Options.

The share price input into the external fair
valuation undertaken for allocation purposes
will change from a 1 July spot price to a 60-
day VWAP up to and including 30 June.

KMP remuneration

As outlined above, reflecting the impact of COVID-19, investor
feedback and public sentiment regarding the quantum of executive
remuneration, there will be no change to CEO remuneration for
FY2021. This means that the CEO has not received a remuneration
increase since FY2019. There will also be no change for FY2021
to the remuneration for other Executive KMP or Non-Executive
Director fees.

For transparency the CEO’s FY2021 Total Remuneration Opportunity
for FY2021 is disclosed in the corresponding graphic.

This change addresses feedback received by investors
on the ‘all or nothing’ nature of the WSP. While having a
graduated vesting schedule increases the complexity
of the plan, it will more closely mirror the experience of
our shareholders and increase alignment on a per award
basis. Having a broader performance band for FY2021 will
also allow the Board to better deal with the current share
price volatility and market uncertainty.

The impact of COVID-19 on the Australian market has
contributed to the lowest CAGR target under the WSP
at 3.30%. Together with SEEK’s 60-day VWAP up to and
including 30 June (the starting share price upon which
the CAGR target is then applied) also being impacted by
COVID-19, a different approach has been determined for
FY2021 to ensure the plan makes sense and delivers the
desired outcomes. With potential changes effectively
making vesting more difficult to achieve, the Board also
took into consideration the lapsing of the FY18 WSP,
largely due to the impact of COVID-19 on SEEK’s 60-
day VWAP.

On balance, the Board considers it reasonable for some
vesting to occur at a CAGR target of 3.30%, particularly
in the current environment where share price growth is
not guaranteed. Under the previous WSP methodology
3.30% would have resulted in full vesting. However, for
FY2021, the Stretch CAGR target will be based on a more
challenging target of 6.00% which better reflects the
targets applied in previous years.

Similar to graduated vesting, while this change may be
seen to increase the complexity of the plan, it supports our
principles of alignment and fairness.

This change will reduce the impact of volatility in SEEK’s
share price that comes from using a spot price, align with
the 60-day VWAP period used for calculating the number
of shares allocated under the EEP and mirror the VWAP
periods used with the WSP for purposes of setting and
testing the share price hurdle. It therefore supports our
principles of alignment, fairness and transparency.

50%

25%

Base Salary and
Superannuation

Equity Right

WSP Options/
Rights

$2,513,130

$1,256,565

Total Remuneration Opportunity

$5,026,260

SEEK Limited Annual Report 20204. Executive remuneration framework, contractual terms and statutory remuneration

SEEK’s success as a global, people centric business relies on the Company’s ability to attract, motivate and retain world-class talent
and appropriately reward them for the behaviours and actions which result in sustainable, long-term shareholder wealth creation,
rather than those which result primarily in short-term gains.

Guiding Principles for Executive Remuneration

Aligns reward with SEEK’s
strategic intent and the
shareholder experience,
encouraging Executives to
think and act as owners

Is sufficiently competitive and
flexible enough to attract and
retain world-class talent in the
face of increasing competition

Balances the need to be
competitive with being fair,
reasonable and appropriately
reflective of SEEK’s culture and
the external environment

Is simple, easy to explain
and delivers transparent
remuneration outcomes that
make sense internally and to
SEEK shareholders

These principles are reviewed on a regular basis to ensure they remain fit for purpose and are used by the Remuneration Committee in its
annual assessment of the effectiveness of SEEK’s remuneration strategy and framework.

Executive Remuneration Framework

Component

Base Salary & Superannuation

Executive Equity Plan

Wealth Sharing Plan

Purpose and how
we achieve this

Guaranteed Pay

Equity - Variable in Value

Performance Based Equity
(long-term equity component)

Base Salaries are set at a level that
results in Executives’ Total Remuneration
Opportunity being positioned between
the 50th and 80th percentiles of local
companies of comparable size

Annual grant of ‘locked-up’ equity
that is variable in value as the share
price moves; this means that from
Day 1 there is ongoing alignment with
SEEK shareholders

Annual grant of ‘at-risk’ equity that is
designed to reward for absolute share
price growth throughout the economic
cycle, in alignment with long-term
shareholder returns

Refer section 4.2 for SEEK’s FY2020 benchmarking
approach and section 4.3 for the link to principles

Refer section 4.4 for the link to principles and
summary of the FY2020 EEP Offer details

Refer section 4.5 for the link to principles and
summary of the FY2020 WSP Offer details

% of Total
Remuneration
Opportunity

Delivery
mechanism

50%

25%

Base Salary plus Superannuation

One Equity Right that converts into
an agreed number of SEEK shares

Choice of Options and/or Rights that
may be converted into SEEK shares

Timeframe before
reward is realised

Immediate

Two years

Four years

Deferred Shares allocated after a one-
year Qualifying Period with a further
one-year Disposal Restriction Period

Vesting determined after a three-year
vesting period with any vested equity
exercisable only after a further one-
year Exercise Restriction Period

The diagram below provides a graphical overview of SEEK’s Executive remuneration framework.

Wealth Sharing Plan Options/Rights
Vesting subject to SEEK share price performance

Exercise Restriction

Performance Based Equity
25% of TRO

Equity Right
Value is variable based on
SEEK share price

Disposal Restriction

Base Salary and
Superannuation

Equity - Variable in Value
25% of TRO

Guaranteed Pay
50% of TRO

100%

75%

50%

25%

Year 1

Year 2

Year 3

Year 4

In order to ensure ongoing alignment with shareholders, awards under the Executive Equity Plan and Wealth Sharing Plan are made
on an annual basis, so after one year of employment Executives will always have multiple equity awards ‘at-risk’ and/or ‘locked-up’.

Remuneration Report30

4.1 Executive contractual terms

Executives’ remuneration and other key employment terms are formalised in individual employee agreements. Each of these
agreements provides for Base Salary and Superannuation, the Equity Right, and WSP Options/Rights. Executives’ Total
Remuneration Opportunities are reviewed on an annual basis.

The table below outlines contractual arrangements for the CEO and Executives.

Individual

Contract term Notice period - employer

Notice period - employee

Post-employment restraints

CEO and other
Executives

Ongoing

Six months

12 month non-competition period across
all markets in which SEEK operates

Prior to the appointment of an Executive, the Company undertakes detailed checks into an Executive’s background and experience.

The Company has the option to terminate employment with a payment in lieu of notice. Any payment in lieu of notice is not to
exceed average annual base salary as defined by the Corporations Act 2001. The Company may terminate employment immediately
for cause, in which case the Executive is not entitled to any payment in lieu of notice.

4.2 SEEK’s approach to determining remuneration

Notwithstanding the impact of COVID-19 on the Australian economy, there continues to be an aggressive pursuit of talent with the
skills and specific experience of SEEK’s senior leaders. Recognising the critical need to attract, retain and motivate the talent that
SEEK needs to succeed, the Board’s objective is to position Executives’ Total Remuneration Opportunity within a target range of the
50th to 80th percentiles of a primary benchmarking comparator group comprising 20 similarly sized ASX-listed companies.

FY2020 benchmarking approach

During FY2020, the Board again engaged Ernst & Young to benchmark Executive remuneration with the aim of confirming SEEK’s
competitive positioning. Consistent with prior years, three ASX-listed size-based comparator groups were used:

Primary comparator group

Secondary data sources

For consistency with prior years and reflecting on proxy advisor feedback
that a smaller, more targeted comparator group is generally preferred,
SEEK’s FY2020 primary comparator group comprised 20 ASX-listed
companies: 10 companies immediately either side of SEEK based on
12-month average market capitalisation to 29 February 2020 of $7,408m.

s
e
n
a
p
m
o
C
0
1
+

s
e
n
a
p
m
o
C
0
1
-

Tabcorp Holdings Limited
Xero Limited
Magellan Financial Group Limited
Computershare Limited
Lendlease Group
Medibank Private Limited
WiseTech Global Limited
Crown Resorts Limited
Orica Limited
Coca-Cola Amatil Limited

SEEK Limited

Spark New Zealand Limited
Worley Limited
Northern Star Resources Limited
Afterpay Touch Group Limited
Caltex Australia Limited
Evolution Mining Limited
BlueScope Steel Limited
Alumina Limited
AusNet Services Limited
TPG Telecom. Limited

Two additional comparator groups supplemented the FY2020
benchmarking analysis in order to provide a more complete view of
Executive remuneration, these reflecting common ASX-listed company
benchmarking approaches:

i. ASX-listed companies within the range of 50% to 200% of SEEK’s
market capitalisation based on a 12-month average market
capitalisation to 29 February 2020; and

ii. ASX-listed companies with international operations within the range

of 50% to 200% of SEEK’s market capitalisation based on a 12-month
average market capitalisation to 29 February 2020.

Application of benchmarking data

Executives’ Total Remuneration Opportunities are determined by
the Board with reference to:

i. The market positioning of each Executives’ Total Remuneration

Opportunity against the primary comparator group;

ii. Individual performance, role scope and complexity, and internal

relativities amongst the Executives; and

iii. Availability of similar skills and experience in the domestic and

international marketplace.

Based on the FY2020 benchmarking outcomes, the Board remains comfortable that Executives are positioned competitively
against the primary comparator group. Despite an increasing requirement for the scope of senior roles to expand across multiple
geographies, with all current Executives based locally anchoring remuneration primarily to the Australian market continues to be
appropriate. However, given SEEK’s significant global footprint, and talent and competitive threats, ongoing monitoring of market
positioning against multi-national and global technology companies in particular will continue.

SEEK Limited Annual Report 2020

4.3 Base Salary and Superannuation

Base Salary &
Superannuation
(50%)

Year 1

Base Salary and Superannuation for SEEK’s Executives comprises 50% of their Total Remuneration
Opportunity. Executives are also eligible for cover under the SEEK salary continuance insurance policy
available to all permanent employees, as well as on-site car parking.

Provision of a competitive Base Salary that appropriately reflects the opportunities and challenges faced by
Executives and the Board’s expectation of high performance at all times in all conditions, allows their focus to be
on the job at hand. Together with the Equity Rights and WSP Options/Rights, Executives have the confidence they
will be fairly remunerated for their efforts throughout the business cycle, without this being excessive.

Superannuation at SEEK is uncapped, with any amount earned over either the general concessional contributions
cap or maximum superannuation contributions base paid as cash and included within ‘cash salary’.

Equity Right
(25%)

Year 1
Qualifying Period

Year 2
Disposal Restriction

4.4 Equity Rights

Executives receive 25% of their Total Remuneration Opportunity as Equity Rights which ensures alignment
with shareholders and emphasises SEEK’s focus on sustainable, long-term shareholder wealth creation. The
provision of Equity Rights rather than a traditional STI, encourages Executives to think and act as owners and
focus on the actions that will sustainably grow the business rather than on short-term financial targets which
may not be aligned with SEEK’s long-term aims.

The key features of the FY2020 Executive Equity Plan are as follows:

• Equity Rights vest, subject to continued employment, after a one-year Qualifying Period. Shares allocated

are subject to a further one-year Disposal Restriction Period (in total, a two-year ‘lock-up’ period);

• The number of shares to be allocated is determined based on a volume weighted average price for the 60

trading days leading up to the start of the Qualifying Period (up to and including 30 June); and

• The actual value of each Equity Right is variable during the Qualifying and Disposal Restriction Periods

based on the SEEK share price at a given point in time. This means that Executives are always exposed to
the same SEEK share price movements, up and down, as shareholders.

Terms and duration
The terms of the FY2020 Equity Rights award are set out below. There were no design changes from the prior financial year.

Equity Rights

Objective

Ensuring Executives hold substantial equity in SEEK to create shareholder alignment and exposure to movements in SEEK’s
share price for the duration of the award.

Effective Date

1 July 2019

Grant date

Executives: 23 September 2019
CEO: 29 November 2019

Closing share price at
1 July 2019

$21.36

Qualifying Period

1 July 2019 to 30 June 2020

Lapsing condition

Equity Rights generally lapse where the Executive ceases employment before the end of the Qualifying Period. In other
circumstances, being good leaver events, the Executive’s Equity Right will remain on foot and the number of shares
that will be received will be adjusted to take into account the Executive’s service period. The Board retains discretion to
determine a different treatment if considered appropriate in the circumstances.

Vesting and allocation
methodology

Vesting is determined following the end of the Qualifying Period with the number of shares allocated to an Executive
determined by dividing the Executive’s FY2020 EEP award opportunity by the 60-day SEEK VWAP up to and including
30 June 2019, being $19.85.

Exercise price

$nil

Disposal Restriction
Period

Dividend and voting
entitlements

1 July 2020 to 30 June 2021

During the Disposal Restriction Period, the shares allocated following vesting of an Equity Right are referred to as
‘Deferred Shares’.

Executives are entitled to retain their shares if employment ceases during the Disposal Restriction Period, subject to
the original restriction terms and compliance with post-employment obligations.

Executives are entitled to dividends on and can exercise the voting rights attached to Deferred Shares.

Change of control

Board discretion to determine an appropriate treatment for unvested Equity Rights and/or Deferred Shares.

Malus and clawback

Equity Rights and/or Deferred Shares may lapse or be forfeited, at the discretion of the Board, in certain circumstances
which include fraudulent behaviour or gross misconduct in relation to the Group, material breach of contractual
obligations or where equity awards have vested as a result of a material misstatement in the financial statements.

Remuneration Report32

4.5 Wealth Sharing Plan Options/Rights

WSP
Options/Rights
(25%)

Executives receive 25% of their Total Remuneration Opportunity in equity awards granted to them under the
SEEK Wealth Sharing Plan, representing the at-risk, long-term, equity component of remuneration. The WSP
is designed to align Executive reward with long-term shareholder returns and support bold decision making
to enhance SEEK’s future prospects at all times and in all conditions.

Year 1–Year 3
Performance Period

Year 4
Exercise Restriction

The key features of the FY2020 Wealth Sharing Plan are as follows:

• Executives are offered the choice to receive a grant of Options and/or Rights. The number of awards
granted to each Executive is dependent on this choice: fewer Rights are offered compared to Options,
reflecting the lower allocation value of an Option due to the payment of an exercise price. The CEO, COO
and AP&A CEO, and several other participants elected to receive their FY2020 WSP award as 50% Options
and 50% Rights, while the remaining participants chose to receive 100% Rights. These different elections
demonstrate to the Board that choice is valued and worth retaining as it allows individuals to receive the
award that best aligns with their risk profile and personal circumstances.

• Options and Rights are both subject to a share price performance hurdle which requires the SEEK share
price to outperform the historical average of the Australian market applied on a CAGR basis for vesting
to occur. This share price hurdle also serves as the exercise price for Options. Having a requirement for
absolute share price growth ensures a clear link between Executive reward and the actual value created for
shareholders over the WSP vesting period (refer below). As outlined in section 2 of this Report, significant
value has been delivered to SEEK shareholders since 1 July 2012, when the current WSP design was
introduced. Over the same time period two of six WSP awards have lapsed, demonstrating that reward is
received only when shareholder returns warrant it and vesting of the WSP is not guaranteed.

• Awards vest in full upon achievement of the share price performance hurdle. Conversely, no vesting occurs
if the hurdle is not achieved and shareholders have therefore not seen a substantial capital return on their
investment over the vesting period, even if the SEEK share price has outperformed its peers.

• Awards have a three-year vesting period followed by a one-year exercise restriction. This means that even
after awards have vested, the value that may be realised by Executives remains subject to movements in
the SEEK share price. Exposure to a further year of share price variability means that if SEEK’s share price
decreases following achievement of the share price hurdle, Executives will experience the same downside
as shareholders (and vice versa).

Several key changes have been made to the WSP design for FY2021 to reflect investor feedback and the current
internal and external environment. These are outlined in section 3.1.

Value of the CEO’s FY2020 Wealth Sharing Plan award

The Board acknowledges that some shareholders and proxy advisors have a preference to convert the fair value of
the CEO’s WSP award into an equivalent face value amount. The CEO elected to receive his FY2020 WSP award as
50% Options and 50% Rights. While the Options component is difficult to translate into a face value equivalent as
Options have an exercise price attached, for transparency, a conversion of the Rights component is provided below.

Andrew Bassat

70,593

$628,283

$1,401,271

Number of Rights

Fair value of Rights

Face value of Rights

The CEO’s FY2020 WSP award was equal to 25% of his Total Remuneration Opportunity. Following shareholder
approval at SEEK’s 2019 Annual General Meeting (‘AGM’), this resulted in 243,520 Options being granted at a fair
value for allocation purposes of $2.58 (determined by Ernst & Young at the start of the performance period, 1 July
2019) and 70,593 Rights being granted at a fair value of $8.90. The equivalent face value of the WSP Rights, based
on SEEK’s 60-day VWAP up to and including 30 June 2019, was $19.85.

The difference between the fair and face value of WSP Rights reflects the degree of difficulty associated with
achieving full vesting under the plan: a combination of SEEK having a share price performance hurdle that requires
absolute share price growth over the vesting period irrespective of any external conditions; and an all or nothing
vesting approach. The fair value also takes into account dividends foregone during the vesting period.

SEEK Limited Annual Report 2020
Terms and duration

The terms of the FY2020 Wealth Sharing Plan award are set out below. There were no design changes from the prior financial year.

Objective

Effective Date

Grant date

Vesting period

Testing date

Wealth Sharing Plan Options/Rights

Ensuring Executives focus on sustainable absolute increases in shareholder value over the long-term.

1 July 2019

Executives: 23 September 2019
CEO: 29 November 2019

1 July 2019 to 30 June 2022

30 June 2022

Exercise restriction period

1 July 2022 to 30 June 2023

Exercise period

Expiry date

Fair value at Effective Date
(allocation value)(1)

Closing share price at grant
date(2)

1 July 2023 to 1 July 2024

1 July 2024

Option: $2.58; Right: $8.90

Executives: $21.69 at 23 September 2019

CEO: $23.19 at 29 November 2019

Exercise price

Option: $23.18; Right: $nil

Fair value at grant date
(accounting value)(2)

Performance conditions

Executives: Option: $2.90 and Right: $9.96 at 23 September 2019

CEO: Option: $3.57 and Right: $12.04 at 29 November 2019

Vesting is determined following the end of the vesting period and is dependent on achieving a share price
hurdle of $23.18, calculated as follows:

i. The 15-year average growth in the ASX All Ordinaries Index, which for the FY2020 award was 5.30%;

ii. The 60-day SEEK VWAP up to, but not including, the Effective Date, which for the FY2020 award was $19.85;

iii. The 5.30% ASX All Ordinaries Index average growth was multiplied over a three-year performance period on

a compound basis and applied to SEEK’s 60-day VWAP

Calculation: (1+0.053)^3-year period x $19.85 = $23.18

Lapsing condition

Options/Rights will lapse, subject to Board discretion, where the Executive ceases employment (i) before the
testing date as a result of summary dismissal or (ii) less than one year has elapsed between the Effective Date
and the date of cessation.

In other circumstances, the Executive’s Options/Rights will be pro-rated based on service period and remain
on foot, subject to their original terms, unless the Board determines otherwise.

Vesting schedule

If SEEK’s 60-day VWAP up to and including 30 June 2022 meets or exceeds the share price hurdle, 100% of
Options/Rights will vest. If SEEK’s share price does not meet the hurdle, 0% of Options/Rights will vest.

Allocation methodology

The number of Options/Rights granted to an Executive was determined by dividing the Executive’s FY2020
WSP award opportunity by the fair value of the Options/Rights as at the Effective Date.

Change of control

Malus and clawback

The fair value was based on the closing share price as at the Effective Date, and was determined
independently by Ernst & Young using a Monte-Carlo simulation model, which takes into consideration factors
such as the performance hurdle, probability of the hurdle being achieved, share price volatility, expected life of
the award, dividend yield and risk-free rate.

Board discretion to determine an appropriate treatment for unvested and/or vested, but unexercised Options/
Rights.

Unvested and vested, but unexercised Options/Rights may lapse or be forfeited, at the discretion of the
Board, in certain circumstances which include fraudulent behaviour or gross misconduct in relation to the
Group, material breach of contractual obligations or where equity awards have vested as a result of a material
misstatement in the financial statements.

(1) A fair value per Option/Right was determined as at the Effective Date, 1 July 2019 for purposes of calculating the number of Options/Rights to be allocated to the CEO and

other Executives.

(2) WSP Options/Rights were granted to Executives other than the CEO on 23 September 2019; and to the CEO on 29 November 2019, following shareholder approval of the CEO’s FY2020
WSP award at SEEK’s 2019 AGM. The closing share prices and fair values at grant date therefore reflect SEEK’s share price and the fair value per Option/Right as at 23 September 2019
and 29 November 2019 respectively. The fair values at grant date are the values attributed to the CEO and Executives’ FY2020 WSP Options/Rights for accounting purposes, as shown in
section 7.3.

Andrew Bassat

70,593

$628,283

$1,401,271

Number of Rights

Fair value of Rights

Face value of Rights

Remuneration Report34

s
t
n
u
o
m
a
e
h
t

h
c
u
s
s
A

s
d
r
a
d
n
a
t
S
g
n
i
t
n
u
o
c
c
A
n
a

i
l

a
r
t
s
u
A
h
t
i

w
e
c
n
a
d
r
o
c
c
a
n

d
e
r
a
p
e
r
p

0
2
0
2
Y
F
r
o
f
P
M
K
e
v
i
t
u
c
e
x
E
r
o
f
s
e
r
u
s
o
c
s
d
n
o
i
t
a
r
e
n
u
m
e
r

y
r
o
t
u
t
a
t
s
e
h
t
s
e
d
v
o
r
p
e
b
a
t
g
n
w
o

l
l

o
f
e
h
T

9
1
0
2
Y
F
d
n
a
0
2
0
2
Y
F
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r

y
r
o
t
u
t
a
t
s
e
v
i
t
u
c
e
x
E
6
4

s
e
c
n
e
r
e
f
f
i
D

5
4
o
t
1
4
s
n
o
i
t
c
e
s
n

d
e
n

i
l
t
u
o
k
r
o
w
e
m
a
r
f
n
o
i
t
a
r
e
n
u
m
e
r
e
h
t

f
o
s
t
n
e
m
e
e
e
h
t
d
n
a
s
e
i
t
i
n
u
t
r
o
p
p
O
n
o
i
t
a
r
e
n
u
m
e
R

a
t
o
T
0
2
0
2
Y
F

’

s
P
M
K
e
v
i
t
u
c
e
x
E
e
h
t

m
o
r
f

r
e
f
f
i
d
y
a
m
e
b
a
t
s
h
t
n

/
s
n
o
i
t
p
O
n
a
P
g
n
i
r
a
h
S
h
t
l
a
e
W
d
n
a
s
t
h
g
R
y
t
i
u
q
E
(
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s
d
n
a
)
e
v
a
e

e
c
v
r
e
s
g
n
o

d
n
a

a
u
n
n
a
g
n
d
u
c
n
i
(
s
t
fi
e
n
e
b
m
r
e
t
-
g
n
o

f
o
t
n
e
m
t
a
e
r
t
g
n
i
t
n
u
o
c
c
a
e
h
t
o
t
e
u
d
y
n
a
m
e
s
i
r
a

d
e
t
n
a
r
g
d
r
a
w
a
y
t
i
u
q
e
f
f
o
-
e
n
o
a
d
n
a
s
t
h
g
R
/
s
n
o
i
t
p
O
n
a
P
g
n
i
r
a
h
S
h
t
l
a
e
W
d
e
t
s
e
v
n
u

l
l

s
t
h
g
R
y
t
i
u
q
E
r
a
e
y

t
n
e
r
r
u
c
r
o
f
s
e
u
a
v
g
n
i
t
n
u
o
c
c
a
e
h
T

.
t
i

m
o
r
f

t
fi
e
n
e
b
y
n
a
e
s

i
l

a
e
r

t
o
n
y
a
m
e
v
i
t
u
c
e
x
E

e
b
a
t
g
n
w
o

l
l

o
f
e
h
t
n

n
w
o
h
s
s

t
a
h
w
e
r
o
f
e
r
e
h
t
e
r
a
9
1
0
2
Y
F

%
6
1

%
4
1

%
9
2

%
1
2

%
6
1

%
7
1

a
/
n

%
6
1

e
c
n
a
m
r
o
f
r
e
P

y
t
i
u
q
e
d
e
s
a
b

)
8
(
t
n
e
n
o
p
m
o
c

a
t
o
T

s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s
g
n
o
g
n
O

3
9
5
8
9
8

9
8
8
4
5
6
4

2
4
1
5
2
8
4

1
7
7
5
5
2
5

P
S
W

)
7
(
s
t
h
g
R

1
2
6
3
5
4

1
3
1
6
8
6

8
8
1
7
7
1

5
8
4
1
5
1
2

6
1
8
6
9
0
2

6
9
0
0
1
3
3

5
4
1
2
6
0
2
1

7
4
6
0
3
1
1
1

5
0
9
9
3
3

4
7
5
9
5
3

5
4
9
8
1
5

4
1
7
0
7
9

0
5
6
4
6
5
1

P
S
W

)
7
(
s
n
o
i
t
p
O

y
t
i
u
q
E

)
6
(
s
t
h
g
R

9
8
7
9
8
2

1
7
9
7
7
1

0
6
7
7
6
4

5
6
5
6
5
2
1

0
0
0
0
5
9

2
2
4
4
6
1

3
0
6
5
8
5

0
2
3
1
7
5

3
1
5
7
8
8

8
6
1
2
9
7
2

0
2
8
9
7
8
2

f
f
o
-
e
n
O

y
t
i
u
q
e

)
5
(
d
r
a
w
a

f
f
o
-
e
n
O

d
e
s
a
b
-
e
r
a
h
s

t
n
e
m
y
a
p

0
0
5
6
4
0
2

3
1
7
0
7
3

0
0
5
6
4
0
2

m
r
e
t
-
g
n
o
L

s
t
fi
e
n
e
b

-
t
s
o
P

t
n
e
m
y
o
p
m
e

s
t
fi
e
n
e
b

s
t
fi
e
n
e
b
m
r
e
t
-
t
r
o
h
S

)
4
(
e
v
a
e
L

8
9
3
3
3
1

3
9
4
1
6
3

4
1
3
1
0
1

1
1
9
2
3

1
7
6
3
4

7
3
0
8
2

3
3
9
6
1
1

3
8
3
8
7
2

4
7
3
9
3
5

-
r
e
p
u
S

)
3
(
n
o
i
t
a
u
n
n
a

)
2
(
s
t
fi
e
n
e
b

y
r
a
t
e
n
o
m
-
n
o
N

)
1
(
y
r
a
a
s
h
s
a
C

0
0
0
5
2

2
3
5
0
2

0
0
0
5
2

0
0
0
5
7

2
3
5
5
9

6
8
3
8

3
2
8
7

3
1
4
2
1

1
0
7
1

3
4
2
2
1

9
7
6
1
1

0
8
6
1
1

2
4
0
3
3

3
8
8
2
3

0
3
1
8
8
4
2

6
4
8
3
0
3

5
8
3
5
6
7
1

3
6
0
5
4
1
1

4
7
6
5
0
1
1

5
2
0
0
5
7
1

8
7
5
8
9
3
5

5
7
6
7
4
6
5

0
2
0
2

9
1
0
2

0
2
0
2

9
1
0
2

0
2
0
2

9
1
0
2

0
2
0
2

9
1
0
2

0
2
0
2

9
1
0
2

P
M
K
e
v
i
t
u
c
e
x
E

t
a
s
s
a
B
R
A

)
9
(
v
e
r
a
N
M

s
t
r
e
b
o
R

P
M
K
e
v
i
t
u
c
e
x
E
r
e
m
r
o
F

)
0
1
(
i

k
s
n
y
z
c
l
I

J
M

a
t
o
T

s
n
o
i
t
p
O
P
S
W
s
a
d
e
t
n
a
r
g
s
d
r
i
h
t
-
o
w

t
g
n
n
a
m
e
r
e
h
t
h
t
i

,
t
h
g
R
y
t
i
u
q
E
n
a
s
a
d
e
t
n
a
r
g
s
a
w
d
r
a
w
a
e
h
t

f
o
d
r
i
h
t
-
e
n
O

9
1
0
2

l
i
r
p
A
9
2
n
o
K
E
E
S
h
t
i

t
n
e
m
e
c
n
e
m
m
o
c
g
n
w
o

l
l

o
f

v
e
r
a
N
n
a

o
t
d
e
t
n
a
r
g
d
r
a
w
a
y
t
i
u
q
e
n
o
-
n
g
s
f
f
o
-
e
n
o
e
h
t

r
o
f
e
s
n
e
p
x
e
g
n
i
t
n
u
o
c
c
a
e
h
t

n
e
k
a
t

t
o
n
t
u
b
d
e
u
r
c
c
a
e
v
a
e

a
u
n
n
a
d
n
a
e
v
a
e

e
c
v
r
e
s
g
n
o

t
c
e
fl
e
r
d
e
s
o
c
s
d
s
t
n
u
o
m
A

.
’
y
r
a
a
s
h
s
a
c

‘

n
h
t
i

w
d
e
d
u
c
n

d
n
a
h
s
a
c
s
a
d
a
p
s

)
e
b
a
c

i
l

p
p
a
e
r
e
h
w

(
e
s
a
b
s
n
o
i
t
u
b
i
r
t
n
o
c
n
o
i
t
a
u
n
n
a
r
e
p
u
s
m
u
m
x
a
m

r
o
p
a
c
s
n
o
i
t
u
b
i
r
t
n
o
c

a
n
o
s
s
e
c
n
o
c

a
r
e
n
e
g
e
h
t

r
e
v
o
d
e
n
r
a
e
t
n
u
o
m
a
n
o
i
t
a
u
n
n
a
r
e
p
u
s
y
n
A

.
r
a
e
y
e
m
o
c
n

0
2
-
9
1
0
2
e
h
t

r
o
f
0
0
0
5
2
$
f
o
p
a
c
s
n
o
i
t
u
b
i
r
t
n
o
c

a
n
o
s
s
e
c
n
o
c

a
r
e
n
e
g
e
h
t

r
e
v
o
t
n
u
o
m
a
n
o
i
t
a
u
n
n
a
r
e
p
u
s
y
n
a
d
n
a
y
r
a
a
s
e
s
a
b
e
d
u
c
n

d
e
s
o
c
s
d
s
t
n
u
o
m
A

e
c
n
a
r
u
s
n

n
o
i
t
c
e
t
o
r
p
e
m
o
c
n

d
n
a
s
t
fi
e
n
e
b
g
n
k
r
a
p
r
a
c
e
d
u
c
n

s
t
fi
e
n
e
b
y
r
a
t
e
n
o
m
-
n
o
N

s
n
o
i
t
p
O
P
S
W
d
n
a
t
h
g
R
y
t
i
u
q
E
e
h
t

f
o
n
o
i
t
a
s
i
t
r
o
m
a
o
t
e
u
d
0
2
0
2
Y
F
d
n
a
9
1
0
2
Y
F
o
t
d
e
t
u
b
i
r
t
t
a
n
e
e
b
s
a
h
h
c
h
w
e
u
a
v
g
n
i
t
n
u
o
c
c
a
e
h
t

w
o
h
s
s
e
r
u
s
o
c
s
d
e
h
t

n
e
h
t
e
c
n
s
e
d
a
m
n
e
e
b
e
v
a
h
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s
f
f
o
-
e
n
o
r
e
h
t
r
u
f
o
n
d
n
a
9
1
0
2
Y
F
n

d
e
r
r
u
c
c
o
t
n
a
r
g
e
h
t
e

l
i

h
W

s
t
h
g
R
d
n
a

s
d
o
i
r
e
p
g
n
i
t
s
e
v

r
a
e
y
-
e
e
r
h
t
d
n
a
e
n
o
d
e
t
a
c
o
s
s
a
r
i
e
h
t

r
e
v
o
s
t
h
g
R
d
n
a

n
o
i
t
a
r
e
n
u
m
e
R

a
t
o
T
f
o
e
g
a
t
n
e
c
r
e
p
a
s
a

s
t
h
g
R
d
n
a
s
n
o
i
t
p
O
P
S
W
g
n
o
g
n
o
d
n
a

,
)
5
e
t
o
n
t
o
o
f

r
e
f
e
r
(
9
1
0
2
Y
F
n

v
e
r
a
N
n
a

o
t
d
e
t
n
a
r
g
d
r
a
w
a
y
t
i
u
q
e
f
f
o
-
e
n
o
e
h
t

f
o
t
n
e
n
o
p
m
o
c
s
t
h
g
R
d
n
a
s
n
o
i
t
p
O
P
S
W
e
h
t
o
t
g
n
i
t
a
e
r
e
s
n
e
p
x
e
e
h
t

t
c
e
fl
e
r
d
e
s
o
c
s
d
s
t
n
u
o
m
A

9
1
0
2
e
n
u
J
0
3
o
t
9
1
0
2

l
i
r
p
A
9
2
m
o
r
f
n
o
i
t
a
r
e
n
u
m
e
r
s
h
t
c
e
fl
e
r
s
t
n
u
o
m
a
9
1
0
2
Y
F
e
h
T

9
1
0
2

l
i
r
p
A
9
2
e
v
i
t
c
e
f
f
e
P
M
K
a
e
m
a
c
e
b
v
e
r
a
N
n
a

s
t
h
g
R
P
S
W
%
0
5
d
n
a
s
n
o
i
t
p
O
P
S
W
%
0
5
s
a
d
r
a
w
a
P
S
W

r
i
e
h
t
e
v
e
c
e
r
o
t
d
e
t
c
e
e
v
e
r
a
N
n
a

d
n
a
t
a
s
s
a
B
w
e
r
d
n
A

0
2
0
2
Y
F
r
o
F

s
t
h
g
R
d
n
a
s
n
o
i
t
p
O
P
S
W
e
h
t

r
o
f
e
s
n
e
p
x
e
g
n
i
t
n
u
o
c
c
a
e
h
t

s
t
h
g
R
y
t
i
u
q
E
e
h
t

r
o
f
e
s
n
e
p
x
e
g
n
i
t
n
u
o
c
c
a
e
h
t

t
c
e
fl
e
r
d
e
s
o
c
s
d
s
t
n
u
o
m
A

)
1
(

)
2
(

)
3
(

)
4
(

)
5
(

)
6
(

)
7
(

)
8
(

)
9
(

n
o
g
n
c
n
e
m
m
o
c
e
c
n
e
s
b
a
f
o
e
v
a
e

’
l

e
a
h
c
M
h
t
i

0
2
0
2

l
i
r
p
A
4
2
e
v
i
t
c
e
f
f
e
K
E
E
S
m
o
r
f
d
e
n
g
s
e
r
e
h

e
c
n
e
s
b
a
f
o
e
v
a
e

t
n
e
u
q
e
s
b
u
s
d
n
a
9
1
0
2
Y
F
n

v
e
r
a
N
n
a

o
t
e
o
r
A
&
P
A
O
E
C
e
h
t

f
o
n
o
i
t
i
s
n
a
r
t
s
h
g
n
w
o

l
l

o
f
d
n
a
0
2
0
2
Y
F
g
n
i
r
u
d
P
M
K
a
e
b
o
t
d
e
r
e
d
s
n
o
c
t
o
n
s
a
w

k
s
n
y
z
c
l
I

e
a
h
c
M

)
0
1
(

s
d
r
a
w
a
y
t
i
u
q
e
r
a
e
y

r
o
i
r
p
y
n
a
r
o
f
g
n
i
t
s
e
v

f
o
n
o
i
t
a
r
e
e
c
c
a
o
n
g
n
e
b
e
r
e
h
t
g
n
d
u
c
n

,
t
n
e
m
y
o
p
m
e
f
o
n
o
i
t
a
s
s
e
c
s
h
o
t
n
o
i
t
a
e
r
n

d
e
d
v
o
r
p
e
r
e
w
s
t
fi
e
n
e
b
n
o
i
t
a
n
m
r
e
t
o
n

n
o
i
t
i
d
d
a
n

0
2
0
2
Y
F
r
o
f

m
h
o
t
e
d
a
m
e
r
e
w
s
d
r
a
w
a
P
S
W

r
o
P
E
E
o
n

9
1
0
2
y
u
J
2
2

n
a
f
i

n
e
v
e

d
r
a
w
a
e
h
t

f
o
d
o
i
r
e
p
g
n
i
t
s
e
v
e
h
t

r
e
v
o
n
o
i
t
a
r
e
n
u
m
e
r
s
a
d
e
d
u
c
n

d
n
a
d
e
s
n
e
p
x
e
e
b
o
t
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s
e
r
i
u
q
e
r
s
d
r
a
d
n
a
t
S
g
n
i
t
n
u
o
c
c
A
n
a

i
l

a
r
t
s
u
A

l
l

a
c
fi
c
e
p
S

.
)
s
t
h
g
R

SEEK Limited Annual Report 2020

5. Remuneration governance

SEEK’s remuneration governance framework and related policies ensure that the integrity of the Company’s remuneration strategy is
maintained and appropriate outcomes are delivered. The diagram below illustrates SEEK’s remuneration governance framework and
the key roles of the Board and Remuneration Committee (‘Committee’).

Board

Reviews, challenges and as appropriate, approves the Committee’s recommendations

Non-Executive Directors who are not Committee members attend meetings as observers by invitation,
ensuring decisions are not made in isolation

Remuneration Committee

Reviews and makes
recommendations to the
Board on remuneration
quantum and structure for the
CEO and Executives, and Non-
Executive Director fees

Ensures the SEEK
remuneration approach
aligns with and supports the
Company’s purpose, values,
strategic objectives and
risk appetite

Ensures remuneration
is sufficiently competitive
and flexible to attract
and retain appropriately
qualified, experienced
Executives

Comprised entirely of independent Non-Executive Directors: Graham Goldsmith
(Chairman), Denise Bradley (until 20 March 2020), Leigh Jasper, Vanessa Wallace

Independent
remuneration
advisors

Engaged from time to
time to provide relevant
information or an
external perspective to
assist with Committee
decision making

Engaged by the
Committee, independent
of management, where
a recommendation is
provided

Management

Regularly reports to
the Committee on
issues that may impact
their decisions

Attend meetings by
invitation, but do
not participate in
decisions regarding
their own remuneration
arrangements

5.1 Independent remuneration advisors

The Committee engages independent remuneration advisors on an as needs basis to provide information regarding market
movements, trends and regulatory developments. The Committee and the Board consider this information along with other best
practice insights to ascertain what is right for SEEK when making decisions regarding remuneration.

In FY2020, Ernst & Young was engaged to provide Executive benchmarking data for the purposes of informing the Committee of the
current market positioning of Executives against SEEK’s benchmarking comparator groups, as well as to provide market practice and
insights on long-term incentive plans to support SEEK’s Wealth Sharing Plan review.

The Committee is satisfied that no remuneration recommendations (as defined in the Corporations Act 2001) were provided by Ernst &
Young or any other external remuneration advisor during FY2020.

5.2 Executive performance evaluations

The performance of each Executive including the CEO is assessed annually, with performance conversations conducted on an
ongoing basis throughout the year. The CEO’s performance assessment is conducted by the Board, followed by a one-on-one
discussion between the Chairman and the CEO, taking into account the results achieved, demonstrated leadership behaviours and the
culture fostered across the organisation. Executives’ performance is assessed by the CEO and tabled with the Board for discussion.
Discussions on CEO and Executive performance also occur at Board and Committee meetings on a more regular basis throughout
the year.

Performance assessments at SEEK are undertaken primarily against the Company’s performance framework, referred to as ‘This is
SEEK’, which is applied consistently for all SEEK employees. The framework considers both the individual and collective outcomes
achieved, along with how well each individual has demonstrated the SEEK values and attributes when achieving these. For the CEO,
Executives and other senior leaders, other inputs into their performance assessment include formal ‘360 degree’ feedback and the
results and insights from engagement survey results.

In respect of FY2020, CEO and Executive performance evaluations have been undertaken in accordance with the process
described above.

5.3 Malus and clawback

There is a malus and clawback clause in the SEEK Equity Plan Rules, which govern offers made to Executives under the Executive
Equity Plan and Wealth Sharing Plan. While SEEK’s remuneration framework aims to avoid the risk of a conflict between short-term key
performance indicators and sustainable, long-term decision-making, this clause provides clarity for all parties regarding when and how
any such clawback and/or adjustment may occur.

Under the applicable clause, the Board may determine that both unvested and/or vested equity awards (the latter in relation to shares
which have not yet been allocated), along with any restricted shares allocated under the SEEK Equity Plan, may lapse or be forfeited
if the circumstances require. Examples of where the Board may seek to enforce the malus and clawback clause include instances of
fraudulent behaviour or gross misconduct in relation to the Group, material breach of contractual obligations or where equity awards
have vested as a result of a misstatement in the financial statements.

Remuneration Report

5.4 Minimum shareholding requirements

SEEK has a Minimum Shareholding Policy (‘Policy’) that applies to Executives and Non-Executive Directors to promote the alignment
of interests of Executives and Non-Executive Directors with the interests of shareholders. In FY2020, the CEO, Executives and Non-
Executive Directors met or are on track to meet, their minimum shareholding requirements as outlined below.

Under the Policy, the CEO is required to hold SEEK equity equivalent to two years of annual base salary and superannuation and
Executives are required to hold SEEK equity equivalent to one year of annual base salary and superannuation. Newly appointed
Executives are permitted to reach the minimum shareholding requirement over a three-year period. The equity remuneration taken
into account in determining if this requirement is met includes shares, vested Options/Rights and unvested Equity Rights.

Non-Executive Directors are required to hold SEEK shares equivalent to one year of their annual base director fee under the Policy.
Non-Executive Directors fulfill this obligation through their own purchase of SEEK shares on-market. Newly appointed Non-Executive
Directors are permitted to reach the minimum shareholding requirement over a five-year period. During this period, new Non-
Executive Directors are expected to build 20% of their annual base director fee in SEEK shares for each year of their directorship until
the minimum shareholding requirement is achieved.

5.5 Share Trading Policy

SEEK has a Share Trading Policy which aims to ensure that all employees understand their obligations in relation to insider trading,
describes restrictions on buying and selling SEEK shares by Executives, other senior leaders and certain other SEEK employees
(‘Designated Persons’) and when approvals need to be sought. Under the Share Trading Policy, SEEK prohibits Designated Persons
from entering into arrangements which have the effect of limiting the economic risk related to an unvested share, option or other
security granted or awarded under a SEEK employee incentive scheme, including those still subject to disposal restrictions.

All KMP, Executives and certain other SEEK senior leaders are also restricted from entering into margin loans in respect to SEEK’s
securities, unless they have received prior written approval from the Chairman. No margin loans were entered into by KMP during
FY2020 and none are currently on foot.

The Share Trading Policy can be found on the Corporate Governance page in the Investors section of the Company’s website at
https://www.seek.com.au/about/investors/corporate-governance.

6. Non-Executive Director fees

SEEK’s Non-Executive Director fees aim to appropriately recognise the time, contribution and expertise of each director. The following
sections set out how SEEK’s director fees are determined and details the actual Non-Executive Director fees paid in FY2020.

6.1 Non-Executive Director fee policy

The following table outlines the Non-Executive Director fee policy and terms of the parent entity and the Group:

Aggregate Non-Executive
Director fee limit

Non-Executive Director fees are determined within a yearly aggregate directors’ fee limit.

The current aggregate fee limit of $1,800,000 per annum was approved by shareholders at the 2016 AGM.

Non-Executive Director
fee reviews

Non-Executive Director fees and payments are reviewed annually by the Committee, and approved by the Board, to
ensure fees are appropriately positioned in the market to attract and retain high calibre Non-Executive Directors.

In light of modest market movements, in FY2020 (effective 1 July 2019) Board and Committee fees remained
unchanged from their FY2019 levels. Further, in recognition of the business challenges arising from COVID-19 and the
need to manage discretionary costs, there will be no increase to Non-Executive Director fees for FY2021.

Non-Executive Director
fees FY2021

The fee structure for FY2021 is unchanged from FY2019 and FY2020 and is set out below.

Chairman of the Board
Non-Executive Directors
Additional fees are paid for the following roles:

Chairman of the Audit and Risk Management Committee
Member of the Audit and Risk Management Committee
Chairman of the Remuneration Committee
Member of the Remuneration Committee
Member of the Nomination Committee

$410,000
$154,000

$38,000
$19,500
$31,000
$15,500

The Chairman of the Board does not receive Committee fees on top of his Chairman of the Board fee.

Superannuation

The fees set out above include superannuation payments in accordance with relevant statutory requirements.
Any superannuation amount earned over the general concessional contributions cap is paid as cash and included
within ‘cash salary’.

Non-Executive Director
shareholding requirement

All Non-Executive Directors are required to hold a SEEK shareholding equivalent to one year of their annual base director
fee. Refer section 5.4 for further detail.

Performance-based
remuneration

Non-Executive Directors do not receive share options or rights or any performance-based remuneration.

SEEK Limited Annual Report 20206.2 Non-Executive Director fees

Details of the actual fees paid to each Non-Executive Director of SEEK Limited for FY2020 and FY2019 are set out in the following
table. The total Non-Executive Director fees paid for FY2020 were $1,266,940, which is below the current annual aggregate fee limit of
$1,800,000.

G B Goldsmith

J A Fahey

L M Jasper

M H Wachtel

V M Wallace

Former Non-Executive Director
D I Bradley(2)

N G Chatfield(3)

Total

Short-term benefits

SEEK Limited
director fees
$

386,211
277,245
158,448
158,448
154,795
38,699
175,342
137,519
172,603
172,603

116,096
154,794
-
194,614

1,163,495
1,133,922

2020
2019
2020
2019
2020
2019
2020
2019
2020
2019

2020
2019
2020
2019

2020
2019

Non-monetary
benefits(1)

5,815
5,251
-
-
-
-
-
-
-
-

-
-
-
2,622

5,815
7,873

Post-employment
benefits

Superannuation
$

23,789
26,338
15,052
15,052
14,705
3,676
16,658
13,064
16,397
16,397

11,029
14,706
-
10,386

Total
$

415,815
308,834
173,500
173,500
169,500
42,375
192,000
150,583
189,000
189,000

127,125
169,500
-
207,622

97,630 1,266,940
1,241,414
99,619

(1) Non-monetary benefits relate to car parking benefits.
(2) Denise Bradley ceased to be a Non-Executive director effective 20 March 2020.
(3) Neil Chatfield retired as Chairman of the Board and a Non-Executive Director effective 31 December 2018.

7. Other KMP disclosures

7.1 Ordinary shareholdings – SEEK Limited

The number of Ordinary shares in the Company held during FY2020 by each KMP, including their personally related parties, is set out
below. No shares were granted during the reporting period as compensation.

FY2020 - SEEK Limited
shares

Non-Executive Directors

G B Goldsmith
J A Fahey

L M Jasper

M H Wachtel
V M Wallace
Executive KMP
A R Bassat

I M Narev
G I Roberts
Former Non-Executive
Director
D I Bradley(3)

Balance at
the start of
the year

Received
during the year
on exercise of
WSP Rights

Received
during the year
on exercise of
ongoing Equity
Rights(1)

Received
during the year
on exercise of
one-off Equity
Right(2)

Purchase
of shares

Sale of
shares

Other
changes
during
the year

Balance at
the end of
the year

45,000

8,888

15,849
4,000
10,000

-
-
-

5,000

52,284
-
7,000

14,512,045
-
95,685

182,713
-
92,753

61,535
8,052
27,978

-
60,127
-

10,056

-
-
-

-
-
(27,395)

-
-
-

50,000

8,888

68,133
4,000
17,000

14,756,293
68,179
189,021

(10,056)

(1) Relates to the FY2019 EEP award which vested following the end of the Qualifying Period on 30 June 2019. The shares allocated during FY2020 remained subject to a disposal restriction until 1 July 2020.
(2) Relates to the Equity Rights component of Ian Narev’s sign-on award, granted following commencement with SEEK on 29 April 2019. The shares are subject to a disposal restriction until 29 April 2021.
(3) Denise Bradley ceased to be a Non-Executive Director effective 20 March 2020 and “Other changes during the year” represents the balance at the time of cessation.

Remuneration Report
38

7.2 Other equity holdings

The number of Options and Rights over Ordinary shares in the Company held during FY2020 by KMP (as a result of Equity Rights
grants or awards made under the WSP), including their personally related parties, are set out below.

Balance at the
start of the
year

Granted
during the
year as
compensation

Exercised
during
the year

Forfeited
during the
year

Balance at
the end of the
year

Vested and
exercisable at
the end of the
year

Vested and
unexercisable
at the end of
the year

Unvested at
the end of the
year

666,456
152,817
323,963

70,593
53,370
65,798

(182,713)
-
(92,753)

-
536,013

243,520
184,108

2(2)
1

1
1

-
-

(1)

(2)
(1)

-
-
-

-
-

554,336
206,187
297,008

243,520
720,121

1
1

-
-
-

-
-

182,126
-
88,603

-
-

372,210
206,187
208,405

243,520
720,121

1
1

FY2020

WSP Rights(1)
A R Bassat
I M Narev
G I Roberts

WSP Options(1)
A R Bassat
I M Narev

Equity Rights
A R Bassat
I M Narev

G I Roberts

(1) For FY2020, Andrew Bassat and Ian Narev elected to receive their WSP award as 50% WSP Options and 50% WSP Rights.
(2)

Includes the FY2020 EEP award and the Equity Rights component of Ian Narev’s sign-on award, granted following commencement with SEEK on 29 April 2019.

7.3 Equity grants on foot during FY2020

The required statutory disclosures of equity grants for SEEK’s KMP are set out below.

Executive KMP

A R Bassat

I M Narev

G I Roberts

Vesting period

Grant date

1 Jul 2016 - 30 Jun 2019 (2)
1 Jul 2017 - 30 Jun 2020 (3)
1 Jul 2018 - 30 Jun 2019 (4)
1 Jul 2018 - 30 Jun 2021 (5)
1 Jul 2019 - 30 Jun 2020 (6)
1 Jul 2019 - 30 Jun 2022 (5)
1 Jul 2019 - 30 Jun 2022 (5)
1 Jul 2018 - 30 Jun 2019 (4)
29 Apr 2019 - 28 Apr 2020 (7)
29 Apr 2019 - 28 Apr 2022 (7)
29 Apr 2019 - 28 Apr 2022 (7)
1 Jul 2019 - 30 Jun 2020 (6)
1 Jul 2019 - 30 Jun 2022 (5)
1 Jul 2019 - 30 Jun 2022 (5)
1 Jul 2016 - 30 Jun 2019 (2)
1 Jul 2017 - 30 Jun 2020 (3)
1 Jul 2018 - 30 Jun 2019 (4)
1 Jul 2018 - 30 Jun 2021 (5)
1 Jul 2019 - 30 Jun 2020 (6)
1 Jul 2019 - 30 Jun 2022 (5)

19 Dec 2016
4 Dec 2017
6 Dec 2018
6 Dec 2018
29 Nov 2019
29 Nov 2019
29 Nov 2019
11 Jun 2019
11 Jun 2019
11 Jun 2019
11 Jun 2019
23 Sep 2019
23 Sep 2019
23 Sep 2019
3 Oct 2016
17 Oct 2017

16 Oct 2018
16 Oct 2018
23 Sep 2019
23 Sep 2019

# of
options
and rights
granted

Fair value of
options and
rights at grant
date(1)

Exercise
price

Vested
%

Vested
#

Forfeited /
lapsed %

182,126
171,941
1
129,676
1
243,520
70,593
1
1
536,013
152,817
1
184,108
53,370
88,603
83,648

1
58,959
1
65,798

$0.00
$0.00
$0.00
$0.00
$0.00
$23.18
$0.00
$0.00
$0.00
$20.95
$0.00
$0.00
$23.18
$0.00
$0.00
$0.00

$0.00
$0.00
$0.00
$0.00

$994,408
$1,547,469
$1,256,565
$510,923
$1,256,565
$869,366
$849,940
$164,422
$1,066,667
$1,801,004
$1,671,818
$950,000
$533,913
$531,565
$571,489
$714,354

$571,320
$364,367
$585,603
$655,348

100%
-
100%
n/a
100%
n/a
n/a
100%
100%
n/a
n/a
100%
n/a
n/a
100%
-

100%
n/a
100%
n/a

182,126
-
1
n/a
1
n/a
n/a
1
1
n/a
n/a
1
n/a
n/a
88,603
-

1
n/a
1
n/a

0%
100%
0%
n/a
0%
n/a
n/a
0%
0%
n/a
n/a
0%
n/a
n/a
0%
100%

0%
n/a
0%
n/a

(1) For Equity Rights, fair value is the allocated value of the Equity Right. For WSP Options/Rights, fair value is the accounting fair value at grant.
(2) The FY2017 WSP award vested in full during FY2020. Vesting occurred following the testing date of 30 June 2019 as the share price hurdle of $17.85 had been achieved. The FY2017 WSP

Rights were subject to an exercise restriction period which ended on 30 June 2020.

(3) The FY2018 WSP award lapsed during FY2021. Lapsing occurred following the testing date of 30 June 2020 as the share price hurdle of $19.79 had not been achieved.
(4) The FY2019 Equity Right vested in full during FY2020.
(5) As per prior year WSP awards, if the share price hurdle for the FY2019 and FY2020 award is met and the awards subsequently vest, vested awards will be subject to a one-year exercise
restriction period. Participants will then have a one-year exercise period within which to exercise their vested awards, including WSP Options which require payment of an exercise price.

(6) The FY2020 Equity Right vested in full during FY2021.
(7) During FY2019, Ian Narev received a one-off sign-on equity award comprising one Equity Right with an allocation value of $1,066,667, 152,817 WSP Rights with an allocation value of $6.98 per

Right and 536,013 WSP Options with an allocation value of $1.99 and an exercise price of $20.95 per Option. Vesting of the WSP Rights and Options is subject to achievement of a three-year
share price hurdle.

SEEK Limited Annual Report 2020
7.4 Shares under option

Unissued Ordinary shares of SEEK under option at the date of this Report are as follows:

Date granted

CEO Options/Rights
19 December 2016
6 December 2018
29 November 2019
29 November 2019
Other Options/Rights
3 October 2016
16 October 2018
11 June 2019
11 June 2019
23 September 2019
23 September 2019
6 March 2020
Total shares under option(2)

Expiry date

Exercise price(1)

Number of shares
under option

1 July 2021
1 July 2023
1 July 2024
1 July 2024

1 July 2021
1 July 2023
28 April 2024
28 April 2024
1 July 2024
1 July 2024
1 July 2024

$0.00
$0.00
$23.18
$0.00

$0.00
$0.00
$20.95
$0.00
$23.18
$0.00
$0.00

182,126
129,676
243,520
70,593

186,956
344,832
536,013
152,817
217,107
444,071
29,248
2,536,959

(1) Unlike Options, Rights do not have an Exercise Price.
(2) Balance excludes Equity Rights which vested on 1 July 2020. Corresponding fulfilment of these shares occurred in August 2020.

7.5 Shares or options over shares in subsidiaries

KMP do not hold any shares or options over shares in any subsidiaries of SEEK.

7.6 Loans to KMP

There were no loans to KMP during FY2020 (FY2019: $nil).

7.7 Other transactions with KMP

Some of the Non-Executive Directors hold directorships or positions in other companies or organisations. From time to time, SEEK
may provide or receive services from these companies or organisations on arm’s length terms. None of the Non-Executive Directors
were, or are, involved in any procurement or Board decision-making regarding the companies or organisations with which they have
an association. There were no other transactions with KMP during FY2020.

This Directors’ Report is made in accordance with a resolution of the directors.

Graham Goldsmith

Chairman
Melbourne

29 September 2020

Remuneration Report40

AUDITOR’S INDEPENDENCE DECLARATION

Auditor’s Independence Declaration
As lead auditor for the audit of SEEK Limited for the year ended 30 June 2020, I declare that to the
best of my knowledge and belief, there have been:

(a)

no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and

(b)

no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of SEEK Limited and the entities it controlled during the period.

Chris Dodd
Partner
PricewaterhouseCoopers

Melbourne
29 September 2020

PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

SEEK Limited Annual Report 2020

SUSTAINABILITY
REPORT

SEEK’s Purpose is to help people live
more fulfilling and productive working
lives and help organisations succeed.

SEEK is a market leader in online employment marketplaces delivering access to
employment and education opportunities to millions of people and creating shared value
for candidates, hirers, students and employees, and ultimately investors. Delivering on the
Purpose has driven SEEK’s long-term growth, supported by a sustainable approach to the
management of key environmental, social and governance (ESG) risks and opportunities.

Sustainability reporting is increasingly in focus as investors, potential employees and customers look to how a company performs
well beyond its financial statements. During 2020 we have experienced continued assessment by investors of our performance in key
ESG areas, most particularly SEEK’s response to the upheaval caused by COVID-19.

SEEK’s sustainability reporting describes our performance and initiatives across our key ESG areas. Through increased transparency the aim is
to further build trust with investors, customers and the community about how SEEK manages its ESG risks and opportunities. We are proud of
the positive social impact of our Purpose-led business, and our achievements so far in addressing key areas of stakeholder interest.

Reporting what matters
SEEK has assessed its impacts on people, the environment and the community in the context of SEEK’s long-term sustainability.

The topics covered in this report were guided by a materiality assessment considering the viewpoints of stakeholders, the risks
that could impact our ability to sustain our future financial performance and deliver our long-term strategy and our ability to have
a positive impact given our Purpose. To determine the reporting topics we combined feedback from our investors, SEEK leaders
and subject matter experts. Close consideration of the external environment, the ASX Corporate Governance Principles and
Recommendations, the Sustainability Accounting Standards Board (SASB) materiality map and the Group Reporting Initiative (GRI)
Standards contributed to topic selection. Topic weighting was informed by a self-assessment of the impact of the ESG topics on
SEEK’s investors, customers and business strategy.

Reporting topics

Social

Customers

Community

Employees

• Data trust and data privacy
• Use of data
• Cyber security
• Business resilience
• Customer experience

• Social impact
• Social contribution

• Our people
• Workplace health

and safety

• Diversity and inclusion

Environment

• Climate change
• Minimising environmental impact
• Energy consumption and emissions

Governance

• Responsible and ethical business practices

Sustainability Report42

SEEK supports the United Nations Sustainable Development Goals (SDGs), a blueprint to achieve a better and more sustainable
future for all. SEEK contributes to the goals that are most relevant to its business strategy.

SEEK’s overall Purpose is to help people live
more fulfilling and productive working lives
and help organisations succeed.

SEEK provides access to career-related
and higher education.

Investment in SEEK
Volunteer, workplace giving,
donations and employee
volunteering.

Technology that reduces
gender and ethnicity bias in
job advertisements, and a
diverse workforce with an
inclusive culture supporting
the LGBTIQA+ community.

Adopting sustainable
practices to minimise
environmental impact.

Stakeholder expectations and engagement

Stakeholders provide valuable insights into how SEEK is performing in delivering on its Purpose and inform SEEK’s approach to the
management of sustainability issues and reporting.

Stakeholder

ESG expectations of SEEK

How SEEK engages on ESG matters

Customers

• Employment and education services that enhance

• candidates
• hirers
• students

productive working lives

• Safe and reliable access to online services
• Communicate openly and fix any mistakes
• Protect Personally Identifiable Information (PII)
• Reasonable cost for services

Employees

• Meaningful employment including fair pay, career

opportunities and training
• Safe working environment
• Diversity and inclusion
• Observe anti-discrimination and other employment laws

Shareholders

•

Information about material non-financial risks and key ESG
topics to inform decision making

• Sound corporate governance practices

Community

• Responsible business practices
• Compliance with the law
• Payment of corporate taxes
• Environmental performance

• Clear explanation on the SEEK employment platforms for
candidates about their data, privacy and online security
• Corporate reporting including the Sustainability Report

• Regular communications including All-Staff meetings
•
•
• Code of Conduct and other employee policies

Internal engagement surveys
Induction and ongoing training

• Annual General Meeting
•
Investor relations programme
• Participation in investor surveys
• Annual corporate reporting including the Sustainability

Report and Corporate Governance Statement

• Continuous disclosure to the ASX supplemented by the SEEK

Company website

• Sustainability Report
• Corporate Governance Statement

Government and
regulators

• Compliance with the law
• Engagement with regulators on relevant proposals
• Payment of corporate taxes

• Engagement with governments on proposals affecting SEEK
and the technology, employment and education sectors

• Governance disclosures in the Sustainability Report
• Tax Transparency Report

Partners, suppliers
and financiers

• Conduct business fairly, ethically and lawfully
• Communicate openly and honestly

• As above
• Supplier Code of Conduct

SEEK Limited Annual Report 202043

Report scope

This report addresses the business activities of SEEK in
Australia and New Zealand (SEEK ANZ) which are material
sustainability topics for the year ended 30 June 2020.

Investments by SEEK that are not under its operational
control do not form part of the disclosures.

ESG accountability and oversight

The Board through the Audit and Risk Management Committee
is responsible for oversight and management of non-financial
risks. The Board approves the statement of SEEK’s Principal
risks and, after consideration of stakeholder expectations,
approves the ESG reporting topics and this Report.

The Chief Financial Officer is accountable for sustainability
reporting supported by senior management working in key areas
of ESG risk, as well as employees with specialist ESG skills.

Looking to future reports

Evolving community expectations of environmental, social and governance standards for businesses will inform our approach
to sustainability. In this context SEEK aspires to continually improve its sustainability performance and reporting.

Current foundations
•

Increased transparency for stakeholders on
sustainability issues

• Reporting based on a materiality assessment

refreshed to reflect changing conditions

• Alignment to Taskforce on Climate Related
Disclosure (TCFD) reporting framework

• Climate change position statement and

greenhouse gas inventory

This report is current as at 10 September 2020.

On the horizon
• Broader assessment of sustainability impacts across the

global SEEK Group

• Enhanced disclosures on human rights risks in the supply

chains and operations

• External verification of sustainability disclosures

Sustainability Report44

Data trust

Data and insights form the foundation for SEEK’s products
and services. As candidates share more information about
themselves, SEEK is better placed to provide the most relevant
career and education insights to help them to fulfil their career
aspirations. For hirers, the breadth and depth of data that SEEK
captures improves the efficiency and effectiveness of hiring.

To use the services on SEEK’s employment platforms candidates
provide their details, including employment and educational
history and preferred employment location. This is used to create
a candidate’s SEEK Profile which provides access to customised
tools, services and resources to assist them in finding a job. With
the information collected from candidates comes their trust in
SEEK’s ability to protect their privacy and to use the data ethically
and for the candidate’s benefit.

SEEK Profile

SEEK Profile is a central location for candidates to
provide and edit career-related information about
themselves. Automated resume parsing allows
candidates to easily update their SEEK Profile by
uploading an existing resume. This data immediately
pre-fills their SEEK Profile.

SEEK utilises this candidate information to meet
candidate and hirer needs such as:

- Enabling hirers to proactively search for and connect

with candidates

- Making job recommendations to candidates

- Enabling candidates to stand out to hirers with

structured claims about their experience and verified
credentials from Certsy

- Enabling candidates to apply for a role on the

platform using their SEEK Profile, providing hirers with
relevant and structured data.

The information that candidates store in their SEEK
Profile can be used to create a resume for use
anywhere in their working life. Candidates click “Create
Resume” and, based on the information they have
provided in their SEEK Profile, a professional style
resume is instantly generated.

With the information collected from
candidates comes their trust in SEEK’s
ability to protect their privacy and
to use the data ethically and for the
candidate’s benefit.

Protecting data privacy

When candidates provide their personal information to
SEEK, they expect this data will remain secure and be used
appropriately. SEEK is committed to meeting these expectations
and complying with privacy legislation.

SEEK’s platforms display Privacy Statements explaining how
personal information is collected and used, and how privacy
is protected. On the SEEK jobs website this is supported by a
concise plain language section titled ‘My Privacy’.

Candidates create their SEEK Profile by submitting their personal
information directly to the SEEK platform. Information about
candidates’ job seeking intentions is also collected by SEEK
through analysis of their interactions with the SEEK website
or app.

Candidates have control over the data they submit with access
to edit or delete their SEEK Profile at any time online. Candidates
can control the visibility of their SEEK Profile to hirers on SEEK’s
Talent Search platform, and whether they are approachable for
job opportunities. They can also unsubscribe from receiving job
recommendations and career advice at any time.

Some of the data collected provides career and recruitment
insights for SEEK based on how candidates use the SEEK
employment platforms. This is also used to improve platform
performance or make business decisions. When data is used in
this way it is always aggregated and anonymised.

SEEK invests heavily to protect candidate and student personal
information and SEEK’s networks and applications from
unauthorised access. This involves a combination of technical
solutions, cyber security controls and internal processes. Robust
procedures are in place for external data processing and storage,
in particular around Personally Identifiable Information. This is
data which could reasonably be used to establish the identity
of an individual to whom the data belongs. Prior to entering into
any arrangement with a third party that involves sharing any PII,
the terms of that arrangement are reviewed by the Legal and
Security teams, and a data handling and security assessment of
the third party is undertaken.

SEEK has not received any substantiated complaints regarding
customer privacy or encountered any notifiable data breach
under the Privacy Act 1988 (Cth) during the reporting period.

SEEK Limited Annual Report 2020Use of data

SEEK invests heavily to understand
how data and technology can lead to
efficiencies or better experiences for
candidates and hirers.

Data and technology, including the use of artificial intelligence, assist hirers and candidates by improving transparency and
efficiency in the recruitment process. ‘Talent Search’ is an example, using data from candidate profiles and search algorithms to
help hirers proactively source candidates who may not otherwise have applied for their role.

Recruitment process for candidates and hirers

Candidate

Explore careers

Discover job
opportunities

Apply

Hirer

Understand
employment
market

Advertise job
opportunity

and/
or

Proactively
source
candidates

Leveraging data and artificial intelligence

SEEK’s platforms connect millions of candidates with job
opportunities. Leveraging the data from these interactions through
innovation and artificial intelligence techniques is a key competitive
advantage, enabling SEEK to match candidates quickly with all the
relevant job opportunities.

Candidates provide SEEK with information about their experience,
qualifications and preferences, and hirers provide SEEK with
information about their job opportunities and requirements.
SEEK also collects and analyses data about candidate and hirers’
interactions with the platform to better understand job seeking and
recruitment preferences. This data is used in products and artificial
intelligence algorithms to understand the intent of the candidate
and increase the speed and accuracy of job discovery.

SEEK applies its data assets to build scalable tools, such as “role
requirement” questions, to help hirers identify and sort candidates
according to critical role criteria. While these products and services
drive efficiency, none prevent candidates from viewing or applying
for roles, being viewed by hirers, or supplant human judgement or
interactions that are critical in the ultimate selection of a candidate.

Experience has shown the value that technology and artificial
intelligence can deliver to employment outcomes. SEEK recognises
that this brings risks and opportunities, primarily relating to bias in
recruitment. Potential exists for artificial intelligence to detect and
embed discriminatory bias in human behaviour. Conversely there is
opportunity to remove explicit bias signals in data to generate more
equitable outcomes. One example of this is the removal of names
(which can often infer someone’s ethnicity or gender) from resumes
before they are used in models generating artificial intelligence.

SEEK has developed Trusted & Ethical Artificial Intelligence
Principles to address risks associated with artificial intelligence, and
a corresponding Ethical Artificial Intelligence Framework. All new
artificial intelligence services are tested against this Framework
before entering production and on an ongoing basis, to ensure
they deliver net value for candidates and hirers, and to assess and
mitigate the risk of unfair bias.

Shortlist

Interview/
Assessment

Offer

Future outlook

Expectations for data privacy and online safety
motivate the business to further develop
and mature controls. SEEK will continue the
programme to equip employees with awareness
and understanding of data privacy obligations.
Continued focus on data governance reflects the
importance of customer trust, particularly when
using data for commercial benefit. Implementation
of SEEK’s Ethical Artificial Intelligence Framework
will focus on preventing biased outcomes. Ongoing
investment in this evolving area is aimed at
ensuring complete access for all candidates to all
relevant job opportunities.

Sustainability Report46

Smarter Search

Search technology is constantly evolving. As it does, consumers have
higher expectations about the relevance of search results returned
to them.

SEEK’s search engine ‘Smarter Search’ has improved the relevance of
search results to help candidates find the right opportunities faster. Artificial
intelligence and candidate behaviour are key elements. Artificial intelligence
applies aggregated data from millions of searches on the SEEK platforms
to improve accuracy and continually learn new patterns and trends. The
Smarter Search algorithms learn which jobs have higher relevance for
candidates.

Real time tracking of views and job applications identifies which roles an
individual candidate prefers. Search results are personalised to the most
relevant new ads for the candidate regardless of when they last searched or
when a specific ad was posted. Smarter Search also responds and learns
from the candidate’s interactions to offer personalised recommendations
for job opportunities.

Artificial intelligence enables SEEK to surface the most relevant roles
for a candidate even where titles vary for similar jobs (such as ‘early
childhood’ and ‘kindergarten’ teacher) or where similar titles apply to jobs
across industries (‘project manager’ or ‘architect’ in the construction and
information technology industries).

SEEK’s search engine aims to make all job opportunities available to a
candidate without exclusion. The job search is smarter because it delivers
the most relevant results first to satisfy the candidate’s intent.

Display advertising

The SEEK employment website when viewed on a desktop computer may,
in addition to job advertisements, display advertisers’ messages as banners.
Additionally, SEEK conducts targeted advertising on websites outside
of SEEK with employment or career related display advertising. In both
instances SEEK’s policy is that display advertising not directly supporting job
advertisements must be aligned to employment or career related services,
such as a hirer’s recruitment campaign.

Audiences for this advertising are compiled by SEEK based on aggregated
information from anonymised SEEK Profiles and candidate browsing
behaviours. In compiling these audiences no personally identifiable
candidate data is provided to third parties.

SEEK Limited Annual Report 2020Cyber security

As the operator of online employment
marketplaces and education services
with large scale data from hirers,
candidates and students, SEEK has
significantly invested in cyber security.

Cyber security across systems, infrastructure and processes
is a key aspect of SEEK’s Risk Management Framework and
is managed by an experienced Security team led by the Chief
Information Security Officer. The Board through the Audit and
Risk Management Committee is regularly briefed on the state of
cyber security controls at SEEK.

SEEK has adopted an approach leveraging multiple frameworks
to address cyber security, focused on implementing a layered
defence-in-depth security programme addressing security
across people, process and technology. This is aligned to the
National Institute of Standards and Technology (NIST) Cyber
Security Framework and supported by the SEEK Information
Security Policy.

SEEK’s infrastructure operates using a combination of cloud
services leveraging Amazon Web Services (AWS) infrastructure
and physical data centres in Australia. These facilities are
physically secure, geographically separated, Tier III and ISO
27001 compliant, and are discussed further on page 62.
SEEK’s AWS production environment leverages a cloud-based
continuous security monitoring and threat detection capability.
SEEK leverages a managed security operations centre to
augment internal staff capabilities and provide an additional
layer of defence for 24x7 security alert monitoring and response.
During FY2020 SEEK further enhanced detection and response
capabilities and increased automated responses to security
events through security orchestration and automation.

SEEK’s security programme applies a risk-based approach to
tackling current and emerging cyber security related threats
and vulnerabilities. The Security team regularly assesses cyber
security controls based on changes to the threat landscape
and breaches affecting other organisations. Internal simulated
hacking and penetration testing builds defence capability.
SEEK participates in threat intelligence sharing services with
private organisations and government agencies. The security
researcher community is encouraged to legally attack and report
security vulnerabilities in SEEK’s systems and products through
the ongoing public Bug Bounty programme. This allows public
researchers to test applications for security weaknesses and be
rewarded based on the severity of the issues found.

SEEK employees participate in security awareness training
via ongoing internal phishing campaigns, training sessions
educating users on the cyber threat landscape, how to report
suspicious activity, best practices for staying secure and the
role they play in keeping SEEK secure. During FY2020 over 300
ANZ employees undertook Hacker’s Mind, a group-based virtual
game. Role playing a hacker, participants aim to spot and exploit
security vulnerabilities within SEEK, teams and the individual.
The experience shows why individual employee behaviour plays
a role in protecting customer data.

seekurity

Cyber security during COVID-19

Monitoring of external attacks and the broader security threat landscape identified a significant increase in
attempted cyber attacks and fraudulent activity as cyber criminals looked to capitalise on the challenges of remote
working and uncertainty during the COVID-19 period. Increased focus was placed on enhanced systems monitoring,
embedding awareness and integrating automated response capabilities to mitigate the risks.

Sustainability Report48

Candidate security and online fraud

Employment platforms are subject to potential fraud by
external parties, for example job advertisements which
ask candidates for personal and financial information.
Malicious cyber activity targeting individuals and
organisations across Australia and New Zealand
increased in early 2020 with COVID-19 themed scams
and phishing emails.

A dedicated team screens the SEEK employment
platform to detect suspicious job advertisements and
advertisers, and immediately removes them. Every job
advertisement posted by a first time hirer is reviewed
in full to ensure legitimacy. Simulated candidate
profiles are used to apply for fraudulent job ads to
build understanding of fraudulent activity to warn and
protect candidates. Using these resources, SEEK is
committed to ensuring that all job advertisements
on the SEEK employment platform are for legitimate
job opportunities and to making job searching safe
and secure.

Information is also provided to candidates on
protecting themselves online from fraudulent job
advertisements, phishing, trojans, scams and spam.
Advice on “safe job searching” is available on the
landing page of the SEEK website. Candidates are
encouraged to use SEEK’s free platform Certsy rather
than provide sensitive personal documents with
job applications.

Hirers usually verify work credentials as a pre-hiring background
check. Providing sensitive documents with each job application
would expose candidates to online security risks.

Certsy was created by SEEK as a secure and free way for
candidates to demonstrate they hold the credentials to meet a job’s
requirements. With Certsy’s encrypted digital passport, candidates
can upload evidence to verify credentials without sharing sensitive
personal documents with each hirer. The verification result is
made available to hirers on their SEEK Profile. The candidate
remains in control of their data and can verify the data once for
multiple job applications. With access to pre-verified candidates,
hirers are able to shortlist candidates more confidently.

During FY2020 Certsy expanded to four the range of verifiable
work credentials: Right to Work in Australia, Australian Driver’s
Licence, Australian Health Practitioner Regulation Agency (AHPRA)
Registration and Working with Children Check. Focus continued
on security and privacy, with a range of platform upgrades and
completion of robust external security audits.

Future outlook

The significant investment in cyber expertise and
building employee cyber awareness is an on-going
priority. SEEK will continue to build capacity to
detect fraudulent activity and gain insights into
the behaviour of malicious users through artificial
intelligence capturing multiple data points to
identify elevated risk.

SEEK Limited Annual Report 2020Business resilience

SEEK’s critical services deliver around a
third of job placements across Australia
and New Zealand, as well as career and
education related platforms. Candidates,
hirers and students expect these services
to be available.

Business continuity management is a priority for SEEK.
Managing resilience across systems, infrastructure and
processes is a key aspect of SEEK’s Risk Management
Framework which is overseen by the Group Chief Risk Officer.

The SEEK Business Continuity Plan was established in line with
the requirements of ISO 22301. Four broad business continuity
scenarios cover loss of IT, building, staff and critical third parties
and operate in conjunction with SEEK’s Crisis Management
Plan. Critical technologies, business processes and third party
systems are identified to be available in the event of disruption,
supported by a management response plan. The disaster
recovery programme ensures that systems and data services
remain available or are recoverable in the case of a disaster.
This is accomplished through building a robust technical
environment, creating and testing disaster recovery plans,
and developing back-up and restoration capabilities which are
tested regularly.

The framework for business continuity is reviewed periodically
by the Audit and Risk Management Committee. Business
continuity testing and audits are conducted to identify areas for
improvement. In FY2020 the Crisis Management Plan was tested
through a simulated data breach and hacker threat scenario.

Future outlook
• Strengthening of the business continuity process
through improved governance and oversight of
critical infrastructure suppliers.

•

In the face of ever-increasing cyber threats,
continuing to test disaster recovery across key
SEEK and third party technologies.

• Building on the experience of COVID-19 by

incorporating lessons learned into crisis scenario
plans and practices to ensure preparedness.

Business continuity during COVID-19

Before the COVID-19 disruption in early 2020 SEEK had
implemented hardware and controls to enable a fully remote
workforce. Employees had transitioned away from desktop
computers, two-factor identification was mandated for all users
and additional security controls had been implemented to be
effective when a device is no longer connected to the physical
corporate network.

As the COVID-19 threat emerged, SEEK enacted its Business
Continuity Plan. Prior to remote activation, key technology
systems and business processes were identified and tested
to withstand the anticipated disruption from a volume, traffic
and licensing perspective. Teams and key staff were activated
to operate critical business processes remotely for an
extended period.

From mid-March 2020 business critical processes and systems
have been successfully maintained in a remote working
environment and there has been no disruption to the third
party systems upon which SEEK relies. Principally comprising
technology suppliers, the business critical supply chain has been
relatively insulated from the immediate effects of COVID-19.
Supply chain risks associated with the secondary effects of
macro-economic shocks caused by the pandemic were monitored.
These risks include technology infrastructure bandwidth, supplier
cashflow and availability of component parts and maintenance.

The experience of COVID -19 provided the opportunity to practice
achieving business continuity. The extended period of disruption
has enabled real-time implementation of improvements, for
example an enhanced security environment for working-from-
home and business processes for remote use.

Sustainability Report50

Customer experience

SEEK services both candidates and
hirers as customers of the employment
marketplace. SEEK’s success relies on the
delivery of meaningful services and positive
interactions for diverse customers.

Customer satisfaction

To measure satisfaction and to understand candidates more
deeply, SEEK surveys over 15,000 working Australians each
year, and around 6,000 hirers.

SEEK uses the Net Promoter Score (NPS) to understand
customer satisfaction. This is a common loyalty metric
designed to measure propensity to recommend an organisation
or brand to others. To understand hirer satisfaction, SEEK
asks employers to reflect on their last two hiring occasions. To
understand candidate satisfaction, SEEK undertakes research
amongst Australians that have changed or started a new job in
the previous 12 months, or who intend to change jobs in the next
12 months. While overall customer satisfaction is high, SEEK
is committed to sourcing insights and data from customers
to tailor improvements. From the multiple channels providing
customer support, SEEK collates qualitative customer feedback.
This is supplemented with user experience (UX) research and
on-site surveys that help SEEK optimise future product design
and improve the customer experience.

During COVID-19 a weekly Candidate Sentiment
Monitor was introduced to collate research
and insights to understand the changing work
environment of customers. These insights
allowed SEEK to swiftly respond to candidate
and hirer needs.

Customer support
SEEK offers multiple channel options for support and to
address customer concerns. Customer teams servicing the
SEEK businesses in Australia and New Zealand are local. To
ensure that candidates’ and hirers’ issues are fully addressed,
SEEK’s customer service team has no time targets on
queries via phone, email or live chat. Customer satisfaction
is measured after each interaction on email and live chat. For
hirers, SEEK dedicates a support team to help them optimise
their SEEK products. In FY2020, SEEK provided this support
to 2000 hirers comprising 14,000 individuals. For questions
or concerns about privacy of personal information, SEEK
provides customers with a dedicated contact point.

Customer service teams operate with a customer service
mindset, providing regular reports of customer feedback on
products and processes to the operational areas of the business.

SEEK Limited Annual Report 202051

SEEK worked with the Royal Flying Doctor Service
to provide free job advertisements to attract
urgently needed mental health clinicians to assist
people who had been impacted by the bushfires.

SEEK provided free premium ads to Medibank to
address the immediate resourcing needs for their
COVID-19 hotline service centres and supported an
urgent search for mental health professionals.

SEEK provided McKenzie Aged Care with access
to Premium Talent Search. Through this product,
the customer reached out directly to hire high
quality customer service candidates who had
been stood down or displaced from other well-
known businesses. As a result, Customer Service
Assistants were recruited, whose primary function
was to enrich residents’ lifestyles, for example
helping them stay connected with their friends and
family via technology.

Support for bushfire impacted hirers

The 2019–20 Australian bushfire season was long and unusually
intense. SEEK supported bushfire affected communities by
providing commercial relief to those no longer hiring and helping
active hirers. For customers whose recruiting needs were
disrupted, SEEK offered credits and extended the life of expiring
advertisement packs. Where hirers were actively recruiting, SEEK
provided free premium job advertisements. This relief enabled
hirers to focus on rebuilding their businesses and lives.

COVID-19 - Helping candidates

The working situation of 8 in 10 Australians was affected
in the first few weeks of COVID-19. Impacts spanned job
losses and reduced hours, to working remotely and increased
working hours in some industries. SEEK moved quickly on a
range of initiatives to help candidates navigate employment
challenges.

A new search filter consolidating ‘work from home’ and
‘remote work opportunities’ was popular with jobseekers. A
dedicated COVID-19 Career Advice Hub helped jobseekers
navigate these challenges by providing relevant advice and
tools. Underpinned by SEEK’s unique data and bespoke
insights, the Hub was visited by over 235,000 jobseekers.

With rapid and significant shifts in labour market needs,
a range of online short courses was curated on the SEEK
Learning website. This content was designed to help
candidates identify in-demand industries and roles, so they
could upskill and successfully transition their career.

COVID-19 – Helping hirers

Businesses and recruitment agencies were significantly
impacted by COVID-19 as hiring activity reduced markedly and
quickly. SEEK responded by providing relief to ANZ customers
worth approximately $11.8 million.

SEEK moved quickly to support changing customer needs
caused by COVID-19 by:

• Extending pre-paid products allowing customers

more time to use their advertisements

• Removing minimum monthly payments on

subscription products

• Crediting advertisements that hirers no longer needed

For hirers with increased hiring needs in critical areas such as
healthcare, SEEK provided free premium advertisements and
access to products to speed up the candidate search process.
SEEK worked closely with hirers as labour needs continued
to evolve.

Sustainability Report52

Social impact

As a market leader in online
marketplaces with rich insights into
the future of work, SEEK is positioned
to provide expert employment and
career-related advice to candidates
and the wider labour market.

Leveraging the online capabilities
from employment marketplaces into
adjacent education businesses, SEEK
is helping people at all stages of
their career, not only when they are
searching for a job.

Employment insights and career advice

Education improving employability

SEEK’s Career Advice portal supports candidates through the
career journey by providing tailored advice and career options.
Content is curated to help the candidate achieve their goal,
whether they are looking to change jobs, or progress within their
current role. Career Advice includes practical tips for resume
writing, interviewing and workplace wellbeing. Data driven
insights provide information on in-demand industries and roles,
necessary skills for those roles and the salaries on offer. Career
Advice helped over seven million unique candidates in FY2020.

SEEK’s Hiring Advice and Market Insights portal provides hiring
advice on writing an effective job advertisement, the importance
of employer branding and best practice talent acquisition.
Guidance is available on screening candidates, managing
the interview process and workforce engagement. The portal
includes SEEK Laws of Attraction - a comprehensive study of
nearly 6,000 Australian candidates that helps employers discover
what attracts candidates to an industry. With Market Insights
employers are better positioned to attract the right candidates
and retain employees of value. Through Hiring Advice and Market
Insights, SEEK helped over 870,000 hirers in FY2020.

Education helps people live more fulfilling and productive
working lives.

Technology continues to improve the accessibility of quality
education at scale. Through online platforms people can up-skill
and re-skill to meet changes in labour markets. Online education is
helping people adapt to rapidly changing labour markets caused
by COVID-19. Companies and education providers have embraced
online learning in the absence of face-to-face options, and people
have more time at home for learning. In-demand offerings include
short courses and micro credentials.

SEEK Learning, on the SEEK employment platform in Australia, helps
individuals find the right course to progress their career by providing
education insights generated from SEEK’s unique data and artificial
intelligence. In FY2020, SEEK Learning connected 280,000 individuals
with education providers.

Online Education Services (OES) is a majority owned subsidiary of
SEEK. During the year, OES helped 16,000 non-traditional students in
Australia achieve their career aspirations through online education,
whilst addressing skills shortages in various employment markets.
To increase its impact, OES launched new higher education
partnerships, invested in the student experience and increased its
learning design and production service offering.

SEEK continues to invest in education businesses such as
FutureLearn and Coursera, global leaders in online learning offering
short courses, micro-credentials and full degrees on behalf of higher
education and specialist institutions.

Providing employment insights during
COVID-19

During the early stages of COVID-19 as the job market
shifted rapidly, SEEK provided a weekly report to
complement the monthly Employment Trends report. This
provided real-time insights to media, government and
industry bodies based on SEEK’s visibility of candidate
behaviour and job ad movements. Widely reported across
national media, SEEK’s unique data and insights helped
the community understand the trends, challenges and
opportunities facing the jobs market.

Support for the higher education
sector during COVID-19

Many higher education students were impacted by the
global travel restrictions during COVID-19. FutureLearn
partnered with Austrade to provide free online access to a
wide range of courses from leading Australian education
institutions. The ‘Study with Australia’ campaign allowed
Australian higher education institutions and English
language training providers to showcase their online
offering, and supported international students and their
learning during international travel restrictions. By 30 June
2020 the campaign had attracted 620,000 enrolments by
over 350,000 students.

SEEK Limited Annual Report 2020Social contribution

The purpose of SEEK Volunteer is to strengthen communities through the impact
of volunteering.

In FY2020, the Australian bushfires and COVID-19 saw an increase in interest in helping
others by volunteering. SEEK Volunteer highlighted in-demand roles so volunteers could
see where their help was most needed. People were encouraged to volunteer from
home when restrictions prevented them from volunteering in person.

In FY2020, SEEK Volunteer connected more volunteers than ever before with a 30%
increase in the number of individuals who applied for a volunteer opportunity. SEEK
Volunteer connected over 2,500 volunteers with opportunities directly supporting the
community during COVID-19.

Drawing on the experience
of the successful SEEK
employment platform,
SEEK Volunteer is free for
not-for-profit organisations
to post volunteer
opportunities and for
individuals to access.

Individuals who have applied
for a volunteer opportunity

Registered not-for-profit
organisations offering volunteering

Volunteer opportunities listed as
at 30 June

2020

2019

2018

169,178

130,256

119,800

11,410

10,127

8,900

6,497*

12,910

12,150

Combined Australian and New Zealand volunteer numbers. *The volume of volunteer opportunities available was impacted by COVID-19 Government restrictions in Australia and New Zealand.

Employee volunteering

Each year SEEK encourages individuals and teams to volunteer by
providing employees with one day of volunteer leave. An additional
five annual days of personal flexi-leave available to employees
can also be used for volunteering. SEEK employees have highly
sought after skills that have been offered to support not-for-profit
organisations. In FY2020, SEEK employees contributed 651 hours
of volunteering to the community.

To help long term unemployed people get job ready, a
group of SEEK employees used their volunteer leave to
help Juno Consulting conduct simulated job interviews.
Acting as hirers, the skilled volunteers from SEEK
provided each prospective candidate with tangible,
honest feedback. The activity supported disadvantaged
community members, giving them the tools to gain
confidence and find meaningful employment.

Small Change workplace giving

‘Small Change’ is SEEK’s award winning workplace giving programme. Employees participate through
pre-tax donations deducted directly from their pay which SEEK matches dollar for dollar. Employees
direct their donations to one of SEEK’s ten partner charities. Small Change operates on an ‘opt-in’ basis
for all employees, with over half of SEEK’s full and part time workforce participating in the programme.

STREAT

SEEK’s relationships with its charity partners create shared value well beyond matched workplace giving
donations. STREAT, one of SEEK’s Small Change charity partners, is a social enterprise that provides
homeless youth with the life skills, work experience and training to start a career in the hospitality
industry. SEEK made a financial commitment to STREAT to purchase 2,000 copies of a cookbook to
underwrite its production. This bulk order enabled STREAT to produce the book for SEEK staff and
clients and create bespoke editions for their other clients and partners.

Bushfire recovery

In support of Australian bushfire recovery, SEEK employee fundraising was matched by SEEK. In total $24,000 was donated to
BizRebuild, with the funds going to support young people from Kangaroo Island to access new education and training opportunities.
The funds will help purchase textbooks and laptops for university students, purchase tools and equipment for apprentices and assist
rural and regional youth to relocate to take up career opportunities.

Sustainability ReportThe Greater HungerA decade of sharing stories and meals A decade of sharing stories and meals The Greater Hunger54

Our People

SEEK’s Purpose and Vision is lived internally and integrated
across all aspects of the business. This is enabled by This
is SEEK, the company’s culture statement, which aligns
the Purpose and Vision with a clearly defined set of Beliefs
and Attributes. The Beliefs describe the fundamentals that
are integral to success and differentiate SEEK from other
companies. They guide thinking, interactions and decisions at
SEEK. The Attributes describe what it takes to be successful
and, combined with SEEK’s Beliefs, are what SEEK’s best people
deliver upon every day. This is SEEK is the codification of the
culture; how SEEK operates and defines what it means to be
a high performer. This provides the right platform to recruit,
reward and enable high performance.

SEEK Purpose

We help people live more fulfilling and productive working
lives and help organisations succeed.

SEEK Vision

Being the best in the world in online employment by:

• Matching more people with job opportunities than any
other organisation in each market in which we operate;

• Being the most trusted partner for advice on, and access

to, relevant career related education.

SEEK Beliefs I At SEEK we believe in...

• Having a positive impact on society

• Focusing on business fundamentals and customer

outcomes rather than short-term financials

• Always striving, challenging and remaining

productively paranoid

• Doing the right thing for SEEK, not what is popular or easy

• Doing the right amount of thinking upfront

• Persevering through obstacles to get it done

• Creating a community where individuals are valued

SEEK Attributes I Our best people…

• Are passionate about SEEK and our customers

• Show great judgement and decision making ability

• Know their stuff – professional skills (for everyone) and

leadership skills (for leaders)

• Deliver outcomes for SEEK

SEEK’s business performance is
underpinned by our people.

Inherent in This is SEEK is a culture of innovation,
empowerment and collaboration, which manifests in
various ways. Everyday examples include the continued
emphasis on Agile ways of working, use of the OKR
framework and bi-annual Hackathons.

OKR framework

SEEK has progressively embedded the Objectives and
Key Results “OKR” framework through FY2020, using it to
define and measure critical priorities for the business. The
objectives capture inspirational business goals, while key
results define measurable and quantifiable outcomes.

The OKR framework supports SEEK’s culture of
empowerment and collaboration, through providing clarity,
aligning teams at the organisational level, and ensuring
everyone is working towards common goals.

Hackathons

SEEK’s bi-annual three-day Hackathons provide employees
with opportunities to collaborate cross-functionally,
through building out and testing ideas for products,
customer solutions or internal innovations. Products
developed during Hackathons offer potential long-term
value to SEEK.

The June 2020 Hackathon was run jointly across ANZ and
Asia. In light of COVID-19, this was adapted to be fully remote.

SEEK Limited Annual Report 202055

Career and talent development

Regular This Is SEEK performance conversations
ensure every employee knows how they are performing.
Performance is measured against agreed outcomes specific
to an individual’s role and the SEEK Attributes, which outline
performance expectations from a behavioural perspective.

In FY2020 there has been a continued focus on career
development at SEEK. Building on the work done in FY2019
with employees, the emphasis this past year has been on
strengthening leader capability, ensuring they have the tools,
resources and skills to support their team members to
navigate their careers. Alongside this, there continues to be
bespoke learning and development initiatives, covering topics
such as Gallup strengths, coaching and leading change.

The continued growth and increased global reach of SEEK
has created a greater need to invest in leadership capability
building for SEEK senior leaders. A multi-stream approach
has been adopted, with development programmes in play
for both ANZ people leaders and Executive Top 60 leaders
globally. Alongside these development initiatives, there is a
bi-annual talent and succession management cycle. This
provides strong understanding of SEEK’s leadership profile
and proactive management of highest potential employees
and related key person risk.

Employee satisfaction and engagement

SEEK maintains its focus on strong employee engagement.
Measurement has evolved from a twice-yearly full
engagement survey to one full survey and one check-in.
This enables a six-monthly sense check of engagement and
progress for identified focus areas, whilst allowing a year
between full surveys to assess more meaningful changes.

The check-in results in October 2019 were consistent with
previous years. The overall engagement score was within the
top quartile and significantly higher than the average of other
large technology companies and companies across Oceania,
when compared to Culture Amp benchmarks. The FY2020
full survey was repurposed to focus specifically on COVID-19.

Workforce profile

At the end of FY2020, SEEK’s workforce in Australia and
New Zealand consisted of 1,020 employees. This reflects
2% growth compared to 30 June 2019. The majority of
employees were permanent, with 8% employed on a fixed-
term or casual basis.

30 June 2020

30 June 2019

Permanent
employees

Fixed term

Casual

941

Total

1,020

913

997

Attraction and retention

This is SEEK plays a central role in building a high
performance culture and attracting and retaining talent
within the highly competitive technology industry. SEEK
has a robust recruitment process and the This is SEEK
framework forms a core part of how potential new
employees are evaluated.

SEEK continues to evolve its talent acquisition practices
to support the attraction and retention of top talent. A
new Applicant Tracking System is being implemented to
improve the recruitment experience for candidates, hiring
managers and the HR team alike. This new technology
will support the end-to-end talent acquisition process,
driving greater efficiencies and insights through data
capture and reporting.

SEEK retained 89% of permanent employees in FY2020,
which is well above industry norms. This is testament
to the inclusive work environment and the people-first
culture which the company strives to achieve.

Sustainability Report56

Employee benefits

Workplace behaviours

Financial benefits for permanent employees comprise an
annual Profit Share opportunity, an employee share purchase
plan, salary continuance insurance and travel insurance. In line
with legal obligations, employees also are also paid statutory
superannuation to the superannuation or pension fund of
their choice.

Alongside this, employees are offered flexible working
arrangements, generous leave provisions and programmes to
support physical and mental wellbeing. Employees also have
access to vehicle salary packaging and various offers related
to items such as health insurance, fitness and food, travel
and accommodation.

Workplace flexibility

SEEK is committed to creating a flexible work environment, that
balances the needs of the individual, the leader, the team and the
organisation. Flexibility is important in helping employees balance
work with caring responsibilities, community involvement and
personal development, and allows individuals to meet their personal
lifestyle needs.

Generous leave provisions underpin this culture of flexibility. SEEK
offers ‘Personal Flexi-Leave’, which provides employees with five
days paid leave per year to attend to personal responsibilities
outside of work. Employees are also provided with up to six weeks
paid Carer’s Leave, in addition to the statutory entitlement.

SEEK offers 14 weeks paid parental leave for the primary carer and
two weeks paid partner leave. Employees can take parental leave
up to 18 months after their child is born, encouraging each parent
to be with the child as primary carer. This initiative is driving greater
gender balance in the taking of paid parental leave. Enabling parents
to alternate the role of primary carer after 12 months also helps the
parent who was initially the nominated primary carer to transition
back to work. Specialist coaching services are provided by SEEK
to support the employee and manager with the transition prior to
leave, during leave and when returning to the workplace. During
FY2020, 75 employees were on parental leave as the primary carer,
comprising 73% females and 27% males. In addition to this, 21
employees took paid partner leave during the financial year.

Workplace Behaviour Guidelines clarify the standards and
expectations of people at SEEK when making decisions and
behaving at work. These guidelines sit alongside SEEK’s Code
of Conduct for Employees and, together with This is SEEK,
clearly prescribe the behavioural expectations of employees.
Clearly defined expectations of employee conduct are
important in upholding and strengthening SEEK’s workplace
culture and the success of the business.

Expected workplace behaviours are covered as part of a day-
long induction for new employees, where they learn about This
is SEEK and the business and meet senior leaders. To further
build understanding of the expected behaviours, employees
are required to complete mandatory online training modules on
commencement at SEEK then every two years. The modules
comprise Anti-Bribery and Anti-Corruption, Equal Employment
Opportunity and Workplace Health and Safety with completion
rates closely monitored. Compliance training was refreshed in
February 2020.

Collective agreements and freedom of
association

Collective agreements are not customary in SEEK’s industry as
employees are engaged under individual contracts. Employment
contracts and conditions are designed to attract and retain high
performing talent. SEEK employees are not restricted in their
entitlement to freedom of association.

Retention of employees
who took parental leave was
strong. Of the 75 employees
on parental leave and due
to return to work in FY2020,
only two resigned, which is a

return rate of 97%

SEEK Limited Annual Report 2020Support for employees
during COVID-19

The health and wellbeing of SEEK’s people was the most significant priority in the face of
the COVID-19 pandemic. This principle underpinned the various measures taken, across
the spectrum of employee safety, communication and engagement, leader and employee
support and cost management.

Measures to protect employees and manage the perceived risks
commenced with international travel restrictions applying from
January 2020. As the situation evolved, this progressed to deep
cleaning and sanitisation of workspaces and then to the closure
of all offices, with mandated working from home.

A strong focus on communication and engagement was central
to demonstrating care for employees. Extensive communication
activity was delivered across multiple channels, underpinned
by principles of transparency and frequency. Regular live ‘All
Staff’ meetings allowed SEEK’s CEO and Executive leaders to
convey key messages and respond to employee questions in
the moment. Leadership visibility and accessibility helped to
educate and align people around the key business challenges,
as well as provide a sense of calm and stability.

SEEK was also proactive in its promotion of employee
wellbeing. Various support initiatives were offered, based on
the mental health and wellbeing issues exacerbated through
COVID-19, including anxiety and social isolation. Members of
the Human Resources team were also upskilled to support
cases of domestic and family abuse.

In response to the temporary shift to remote schooling, SEEK
developed guidelines encouraging impacted employees to use
a combination of existing flexible working and generous leave
provisions. This has allowed employees to balance work with
their home-schooling responsibilities.

SEEK’s care for people was also demonstrated in its approach
to discretionary cost management. Decisions were based on
transparent principles, including:

• Preserving SEEK’s long-term approach to business

fundamentals and company culture;

• Prioritising the ongoing employment of

permanent employees;

• Treating people with respect and communicating

management decisions clearly.

Despite the impact of COVID-19 on SEEK’s core business,
permanent employee job roles across SEEK ANZ have been
maintained, with no reductions to salaries or working hours.

As evidenced by the COVID-19 employee survey conducted
three months into the pandemic, overwhelmingly employees
valued the way SEEK responded and managed through this
uncertain time. They reported feeling cared for and supported
by SEEK and by their leaders, and expressed appreciation for
the prioritisation of employee wellbeing.

As at the date of this report, various restrictions remained in
place across SEEK ANZ, with employees continuing to work
from home. SEEK continues to support its employees through
this challenging period and facilitate office re-openings, when it
is safe to do so.

Sustainability Report58

Workplace health and safety

Through the promotion and
support of a wide range of
health and safety initiatives,
SEEK maintained a strong
safety record.

Through the Wellbeing at SEEK programme, employees
are supported to actively foster their health and
wellbeing. The following initiatives are examples of
ongoing offerings:

• Annual Wellbeing Week, involving speakers and
sessions on financial wellbeing, relationships,
nutrition, exercise and mindfulness

• SEEKer Support programme, which enables

employees to access professional counselling
services via an employee assistance programme
provider or a counsellor of their choice

• Regular leader and employee workshops, as well
as online courses, covering a range of wellbeing-
related topics.

Safety performance

SEEK continued its commitment to ensuring the health
and safety of its employees, contractors and visitors at
work and conducted its business in accordance with all
workplace health and safety laws, standards and codes
of practice. Through the promotion and support of a wide
range of health and safety initiatives, SEEK maintained a
strong safety record with only one lost time injury in the
financial year.

Lost time injury frequency rate*
(per million hours worked)

Lost time injury incident rate
(per 100 employees)

Number of Workcover claims

FY2020

FY2019

0.5

0.1

*Where the following day could not be worked due to injury

SEEK Limited Annual Report 2020Diversity and inclusion

SEEK is committed to an inclusive
culture which values diversity of
thought, opinion and background, and
where its employees are provided with
equal access to opportunities.

SEEK recognises and respects qualities which are unique to
individuals such as gender, language, ethnicity, age, religion,
disability and sexual orientation. In this environment people feel
they can bring their true selves to work. SEEK believes in treating all
people with dignity and respect.

Underpinning this is SEEK’s Diversity and Inclusion Policy, which is
available on the Corporate Governance page in the Investors section
of the Company’s website.

SEEK’s Wellbeing, Diversity and Inclusion Strategy outlines the
objectives and priority areas, which centre around gender diversity,
workplace inclusion and wellbeing. A key initiative under the banner
of workplace inclusion was SEEK’s sponsorship of Midsumma,
Melbourne’s premier LGBTIQA+ community event, for the sixth
consecutive year. In the wellbeing space, a highlight was Wellbeing
Week, which was celebrated at SEEK in October 2019 to coincide
with World Mental Health Day.

Gender diversity – a balanced workplace

SEEK recognises that achieving diversity, in all its forms, is important for an innovative and high performing
business. The organisation has a specific focus on gender diversity and striving to achieve a workforce
composition that is reflective of its customer base. There are unique challenges in striving for gender balance,
given significant under representation of women in professional roles in the technology industry.

Achieving gender balance in hiring

Measurable Objective FY2020: Hiring decision based on both suitability for role and gender diversity across teams.

SEEK places great importance on balanced representation throughout the recruitment process. In FY2020, continued
focus on gender diversity resulted in a 2% increase in overall female new hires.

Achieving gender balance in hiring outcomes is particularly challenging for technology roles. Whilst gender imbalance
continues, proactive focus is resulting in improvement. In FY2020, females accounted for 40% of external hires in
Artificial Intelligence and Platform Services (+17% increase from FY2019) and 42% of external hires in Engineering (no
prior year comparison due to an organisational restructure). These are SEEK’s two most technical functional teams,
where under-representation of female candidates is most prominent in the external market.

Female new hires, as a % of total new hires

FY2020

44%

FY2019

42%

Sustainability Report60

Female representation at SEEK

There are multiple dynamics which influence SEEK’s workforce composition. Despite the positive shift in proportion of female
hires, overall female representation across the total workforce declined slightly in FY2020.

The decline in female representation of Executives and Senior Managers is reflective of an increased female voluntary attrition
rate in FY2020. In previous years, the female voluntary attrition rate was proportionately lower than for male employees, whereas
in FY2020, it was in line with workforce representation.

Female Representation %

30 June 2020

30 June 2019

Group Executives of SEEK Limited -
direct reports to the CEO

Executives and senior managers*

Workforce - all employees

17%

23%

45%

17%

28%

46%

*This is defined based on job title, level and seniority attributed to role, as per information captured in SEEK’s HR Information System.

Gender pay equity

Measurable Objective FY2020:
Maintain principles of gender pay equity.

SEEK is committed to ensuring gender pay equity across
all levels for comparable roles. In Australia and New
Zealand there are robust processes to ensure equitable
pay outcomes are achieved for similar roles, regardless of
gender. These include:

• Transparency of remuneration policies and practices

• Leader education about potential gender bias

• Detailed gender pay reporting regarding salary

review outcomes

• Utilising both internal and external remuneration data

when hiring external talent

Each year SEEK undertakes detailed analysis of potential
gender pay gaps across its ANZ business. Accordingly in
FY2020, SEEK undertook a pay parity analysis to ascertain
any gender pay gaps between those performing like-for-like
roles. Most of the differences could be explained by factors
unrelated to gender and no systemic issues were identified.
A separate analysis of salary increases as part of the
annual salary review in early FY2020 found no statistically
significant differences in the increases proposed for males
and females, relative to the recommended annual increase
for their roles. SEEK is confident that through education of
leaders and by monitoring pay decisions during the critical
points in the lifecycle of an employee, the risk of gender
pay inequity in decision making remains low.

Overall, any gender pay differentials tend to reflect under-
representation of females in higher paying technical and
senior roles, rather than genuine inequities in pay for
like-for-like roles. This reinforces the need to focus on
improving gender balance within higher paid roles, rather
than specific concerns related to pay inequity within roles.

Increasing female participation in senior roles

The third Females at SEEK Thrive (FAST) programme was
delivered through FY2020, involving 26 participants. This year-long
programme is a tailored development initiative designed for SEEK,
which aims to increase female participation within senior roles by
investing in high performing women and fostering their individual
career progression. The success of this programme is measured by
the career velocity of the individual women and an increase in the
pipeline of future women leaders at SEEK.

Improving the talent pipeline through long-term investment in
female talent

The focus on building a pipeline of female talent remains an
important part of SEEK’s strategy, as evidenced by the 2020
Graduate Programme campaign. Reflecting the concerted
efforts made around gender balance, five of the six graduate
Software Developers hired were female. Other initiatives focused
on building the pipeline include:

CAMP SEEK

The aim of Camp SEEK is to engage girls aged 14 to 16,
introducing them to the variety of careers available within the
technology industry and to female role models. This programme,
free to participants, is run during the September school holidays
at the SEEK head office in Melbourne. In FY2020, 35 girls and
non-binary young people took part.

haXX

haXX is an ethical hacking training programme for women
interested in the technical security field and wanting to build
foundational expertise. Led by one of SEEK’s female cyber security
experts, this forms part of SEEK’s outreach programme to support
women in technology. A series of evening classes is open to both
SEEK employees and members of the public. The programme was
delivered for the second time in FY2020, with the latest course
focused on reverse engineering and malware analysis.

SEEK Limited Annual Report 2020ENVIRONMENT

Climate change

SEEK’s energy use and greenhouse gas
emissions are generated by business
travel, offices and data centres. Through
measuring and striving to reduce energy
use and emissions, SEEK aims to reduce
its impact on climate change.

There are significant and well-publicised risks associated with
climate change and global warming.

The Board has considered the effect of the physical risks to
SEEK of climate change, in particular the overall increase in the
frequency and severity of weather events, reliability of power
supplies and flooding. It has also assessed the indirect risks of
the transition to a lower-carbon economy.

The SEEK business predominantly operates online employment
marketplaces and is not currently directly affected by the
physical impacts of climate change.

The transition to a lower-carbon economy required to contain
climate change will involve social, market and physical
adjustments and potential regulatory responses.

These will affect global and Australian economies, and with
this the employment markets in which SEEK operates. Impacts
on macroeconomic performance, and therefore hirers’ and
job seekers’ engagement with SEEK, will involve a range of
unpredictable factors. These include timeframes and the
geographic spread of economic impacts, and the effectiveness
of policy or regulatory intervention which may mitigate the
economic impact in Australia and other countries in which
SEEK operates.

Accordingly, while climate change is an emerging risk for SEEK,
it is not currently a material business risk in the context of the
financial statements. Climate-related risks will receive continued
assessment by the Board.

Minimising environmental impact

SEEK’s offices are managed with a commitment to
minimising waste and energy use. Continual improvements
have minimised energy use from lighting, air conditioning
and printing. During early 2020 significant upgrades to
‘end of trip’ facilities at the head office in Melbourne were
implemented to encourage and facilitate bike commuting.
SEEK continues to widely implement technologies to connect
SEEK offices, partners and service providers which assists
with reducing business travel.

Since 2006 SEEK’s head office in Melbourne has worked
with a cleaning company dedicated to “green cleaning” using
GECA certified cleaning products. This avoids the residual
and airborne toxic substances left behind from common
chemicals generally used in office cleaning.

With the aim of minimising waste, SEEK has a programme
for the disposal of electronic hardware which can no longer
be deployed within the business. Once any data is removed,
hardware is either offered to employees at market value
or provided to a charity for use within their organisation.
Hardware which is not in a useable condition is securely
disposed through certified e-waste providers.

Meeting areas in Melbourne which are
enabled for remote and international team
communication was increased in late 2019 from

23% to 77%

Sustainability Report62

Energy consumption
and emissions

SEEK measures and discloses its energy consumption and
greenhouse gas emissions associated with its activities in
Australia and New Zealand.

Greenhouse gas emissions by scope
SEEK Australia and New Zealand operations

(tonnes CO2-equivalent)

FY2020

FY2019

Scope 1 - direct emissions

Scope 2 - electricity-related emissions

1,141

1,305

Scope 3 - indirect emissions

6,329

7,385

SEEK uses NEXTDC M1 Melbourne data centre which
has a 400kW solar rooftop array.

Total emissions

7,470

8,690

Data centres

Energy consumption
SEEK Australia and New Zealand operations

(GJ)

FY2020

FY2019

Electricity (offices)

4,231

4,922

Energy (via purchased services)

24,704

31,811

Total energy consumption

28,935

36,733

Notes

• Scope 1 emissions are direct emissions from operations that are owned or

controlled by the reporting entity. SEEK does not have operational control over
any activities that result in material scope 1 emissions.

• Scope 2 emissions are indirect emissions from the purchased electricity

consumed by the reporting entity.

• Scope 3 emissions are indirect emissions (not included in scope 2) that occur in
the value chain of the reporting entity including both upstream and downstream
emissions. SEEK’s Scope 3 emissions include: business travel (flights and taxis),
base-building services (electricity and natural gas), waste generated in activities,
purchased goods and services (primarily data services), employee commuting,
embodied carbon in capital goods (IT equipment), and full fuel cycle emissions
for fossil fuels and electricity consumed.

• Data includes SEEK Limited subsidiaries OES, JobAdder and Sidekicker.

• Energy (via purchased services) includes business travel (flights and taxis),

base-building services (electricity and natural gas) and purchased data services.

• The corporate reporting protocol adopted by SEEK is the World Business

Council for Sustainable Development Greenhouse Gas Protocol based on the
company’s operational control of its sites. Reference has also been made to
Australia’s National Carbon Offset Standards.

• The methodology (energy and emission factors) used for estimating Scope 1,
2 and 3 emission sources is from Australia’s National Greenhouse Accounts
(NGA) unless otherwise specified. Emissions estimates for flights were
provided by the flight service provider and follows the UK BIES methodology.

• The SEEK Group falls below the threshold for National Greenhouse and Energy

Reporting (NGER) mandatory annual reporting.

SEEK’s data is predominantly stored in cloud-based
platforms and also at dedicated external data centres in
major Australian cities. Cloud-based data storage uses
fewer servers and less power resulting in lower carbon
emissions compared with data centres. Sharing common
commercial data centres achieves energy efficiencies
compared with in-house data centres. During FY2020
SEEK further reduced external data centres to three and
increased the proportion of cloud-based data.

Cloud and off site data centres help mitigate SEEK’s
business continuity risks by providing the excess
capacity necessary to ensure agreed power, temperature
and humidity levels are met, even during an energy
outage or heatwave. Atmospheric controlling and
powering at these data centres is a significant use of
energy attributed to SEEK.

Where possible, SEEK selects data centres which
are pro-active in reducing energy consumption and
dependence on non- renewable energy sources. SEEK
utilises NEXTDC’s M1 data centre in Melbourne which
has a 5 star NABERS rating for energy efficiency.
NEXTDC’s operations have a low Power Usage
Effectiveness (PUE) rating of 1.35 where the ideal ratio is
1.00 and the industry average is 1.70.

Future outlook

SEEK continues to build on its progress to understand
climate-related risks to the business and minimise the
environmental impacts of the business operations.
Continued focus on these issues will include:

• Measuring and monitoring Greenhouse Gas emissions

• Monitoring exposure to climate change risks for the

business and investments

• Developing a roadmap for minimising the environmental
impact of its activities, including minimising consumption
of goods and services, energy and water

SEEK Limited Annual Report 202063

SEEK is committed to conducting
business in an honest, ethical and
accountable way.

Modern slavery

SEEK’s Purpose is to help people live more fulfilling
and productive working lives and help organisations
succeed. Given this context, SEEK is opposed to
slavery in all forms.

SEEK’s employment platforms in Australia and New
Zealand advertised the largest pool of unique job
advertisements for over 145,000 unique hirers during
FY2020, and many more across SEEK’s Asian and Latin
American businesses. SEEK acknowledges its role and
responsibility to safeguard against the risk of modern
slavery in advertising job opportunities which could
be deceptive recruiting for forced or bonded labour
including human trafficking. SEEK applies significant
resources to ensure that all job advertisements on
the employment platforms are for legitimate job
opportunities and removes any which are suspicious.

During FY2020 SEEK assessed the risks that jobs
advertised on employment platforms across the
SEEK Group may be linked to modern slavery
practices. This assessment resulted in analysis of the
employment websites JobStreet, Workabroad and
Seaman Jobsite in the Philippines. Outcomes of the
risk assessment will be reported in the FY2020 SEEK
Group Modern Slavery Statement, together with the
actions to assess and address modern slavery risks
in SEEK’s supply chains.

GOVERNANCE

SEEK’s Corporate Governance Statement follows on page 65. In
addition on the SEEK Company website in the Corporate Governance
section are Board charters and key policies that underpin SEEK’s
corporate governance practices.

Promoting responsible and ethical business
practices

SEEK is committed to conducting business in an honest, ethical and
accountable way. Through This is SEEK the Company’s Purpose and
Vision are aligned with a clearly defined set of Beliefs and Attributes.
Together, these reflect SEEK’s values, codify its culture, and reinforce
the desired behaviours and ways of working at SEEK. This is SEEK is
described on page 54.

Code of conduct

SEEK’s Code of Conduct for Employees establishes a standard
of performance, behaviour, professionalism and integrity for
employees, contractors and directors with respect to their conduct.
Workplace Behaviour Guidelines sit alongside the Code of Conduct
and, together with This is SEEK, set out the standards of expected
behaviour for employees.

Whistleblower protection

A revised SEEK Group Whistleblower Protection Policy which
complies with the whistleblower legal regime in Australia took
effect on 1 January 2020. The policy encourages employees and
stakeholders to report concerns of wrongdoing, explains how to
speak up, what protections a person who reports wrongdoing
will receive and SEEK’s processes for dealing with reports of
wrongdoing. A new independent channel for whistleblower reports
in Australia was established through Deloitte Halo. This enables
SEEK to protect the confidentiality of a whistleblower report and the
reporter’s identity.

The Board through the Audit and Risk Management Committee
receives regular updates on any matters reported through SEEK’s
whistleblower channels.

Anti-bribery and corruption

SEEK is committed to conducting business in compliance with all
applicable anti-bribery and anti-corruption laws in all countries in
which the Group operates.

The SEEK Group Anti-Bribery and Anti-Corruption Policy sets out
the Group’s requirements in relation to interactions with officials
and third parties, and is supplemented by the SEEK Group
Gifts and Entertainment Policy. Awareness and understanding
of the policy requirements are promoted through mandatory
employee training.

Reporting of suspected breaches of the policy is encouraged,
including through the whistleblower channels. Compliance officers
have been appointed across the SEEK business. Any material
violation of the policy would be reported to the Board through the
Audit and Risk Management Committee.

Sustainability Report64

Procurement and supply chain

SEEK aims to partner with suppliers that demonstrate
responsible practices and deliver value. Suppliers
are asked to comply with SEEK’s Supplier Code
of Conduct, introduced during FY2020, which
establishes minimum expectations that suppliers:

• Conduct business in an honest, ethical and

accountable way;

• Respect peoples’ rights to live and work free from
oppression, duress or fear of physical, mental or
financial harm;

• Comply with legal, regulatory and reporting

obligations to protect the environment and the
health of nearby communities; and

• Offer equal opportunities to all community groups

and treat all people fairly and with respect.

Under SEEK’s Procurement Policy, SEEK conducts
analysis of supplier risks including modern slavery,
data security and data protection. During FY2021
SEEK will continue to perform and enhance analysis
for new and legacy suppliers.

Insider trading prohibitions

The purpose of the Share Trading Policy is to ensure
that officers and employees of SEEK have a clear
understanding of insider trading laws and the rules
that apply to them and to their associates in relation
to dealing in SEEK securities.

Under the Share Trading Policy, officers and
employees are prohibited from dealing in SEEK
securities if they are in possession of inside
information. Additional dealing restrictions apply to
directors, executives and other SEEK employees who
may be exposed to inside information. These people
are not permitted to deal in SEEK securities during
defined blackout periods, and must obtain clearance
to deal at other times.

Competition and consumer law compliance

Competition laws are designed to promote and
maintain market competition by regulating anti-
competitive conduct. Consumer laws set general
standards of business conduct and prohibit unfair
trading. SEEK participates lawfully and ethically in all
market competitive activities and observes consumer
protection laws.

SEEK’s Legal team is responsible for advising,
monitoring and reporting on competition and
consumer law compliance.

Taxation transparency

SEEK releases an annual Tax Transparency
Report detailing the tax strategy, governance and
tax contributions made during the year to global
revenue authorities, including the Australian
Taxation Office. The information is provided
on a voluntary basis in accordance with the
recommendations and guidelines contained in the
Voluntary Tax Transparency Code released by the
Australian Government.

SEEK Limited Annual Report 202065

CORPORATE GOVERNANCE
STATEMENT

The Board of SEEK considers that high standards of corporate governance are a cornerstone
to creating long-term and sustainable shareholder value, ensuring that the workplace is fair,
equitable and respectful of its employees, and protecting the interests of other stakeholders.
The Board is committed to fulfilling its corporate governance responsibilities in the best
interests of SEEK and its stakeholders.

This statement describes the principal governance arrangements which operated across SEEK Limited (‘SEEK’, ‘Company’
or ‘Group’) during FY2020 to ensure effective decision-making and accountability. The fourth edition of the ASX Corporate
Governance Principles and Recommendations (‘ASX Recommendations’) has been fully reflected in SEEK’s governance
throughout FY2020.

This Corporate Governance Statement has been approved by the Board and is current as at 16 September 2020.

Corporate governance policies and charters

SEEK maintains a Corporate Governance section on the Company website making available the governance policies, Code
of Conduct and the Board and Committee charters referred to in this statement. This is located in the Investors section and
can be accessed at https://www.seek.com.au/about/investors/corporate-governance/

Board of Directors

Director

Position and independence

Graham Goldsmith

Chairman since January 2019
Independent Non-Executive Director

Andrew Bassat

Julie Fahey

Leigh Jasper

Michael Wachtel

Vanessa Wallace

Former director

Denise Bradley

Managing Director, CEO and Co-Founder of SEEK
Non independent Executive Director

Independent Non-Executive Director

Appointment as director

October 2012

September 1997

July 2014

April 2019

September 2018

March 2017

Independent Non-Executive Director until her passing in
March 2020.

February 2010

Corporate Governance Statement66

Board structure

Board

Delegation

Reporting &
accountability

Board
committees

Nomination
Committee

Audit and Risk
Management
Committee

Remuneration
Committee

• External auditor
• Internal audit
• Risk management
framework

CEO

n
o
i
t
a
g
e
e
D

&
g
n
i
t
r
o
p
e
R

y
t
i
l
i

b
a
t
n
u
o
c
c
a

Group
Executives

Role of Board

The Board is accountable to shareholders for the performance of SEEK. The Board meets regularly to review SEEK’s performance and
progress against its strategic direction and business plans. It approves and monitors capital management including major capital
expenditure, acquisitions and divestments. The Board also ensures the Group has in place appropriate internal controls, corporate
reporting systems and risk management. The Board is responsible for the evaluation of the performance of the CEO, establishment
and review of his remuneration and ensuring succession plans for key executive roles are in place.

The Board operates in accordance with the SEEK Board Charter which sets out the functions reserved to the Board and its key
responsibilities. The Board reviews the Board Charter periodically to ensure it remains consistent with the Board’s objectives.

The Board Charter delegates authority to the CEO for management of the Company, subject to established financial and other
limitations. The CEO has overall responsibility for the operational, financial and business performance of the Group, and manages
the organisation.

In accordance with its Charter the Board has established standards encouraging responsible and ethical behaviour for all SEEK
employees, officers and directors including the Code of Conduct, Whistleblower Protection Policy and Anti-Bribery and Anti-
Corruption Policy.

This is SEEK is the Company’s culture statement, which aligns SEEK’s Purpose and Vision with a clearly defined set of Beliefs and
Attributes. A summary can be found on page 54 of the Annual Report.

Chairman

Graham Goldsmith became Chairman in January 2019 having served for six years on the Board and as Chairman of the Audit and
Risk Management Committee. He is an independent director and devotes significant time to his chairmanship. The Board Charter
describes his responsibilities which involve working closely with the CEO as the primary link between the Board and management. He
leads the Board in discharging its responsibilities, and is supported by the Company Secretary in ensuring effective Board meetings.

Company Secretary

The Company Secretary is Lynne Jensen who is accountable directly to the Board, through the Chairman, on all matters to do
with corporate governance and the proper functioning of the Board. Each director has access to advice and support of the
Company Secretary.

SEEK Limited Annual Report 2020

Board committees

The Board has established three standing committees which provide efficient and effective mechanisms to focus on key areas of
Board responsibility. On occasion the Board has also established ad hoc committees to provide specific oversight of time-critical
matters, for example finalisation of the statutory financial reports.

Committee

Membership

Key roles and responsibilities

Audit and Risk
Management
Committee

Michael Wachtel (Chairman)
Julie Fahey
Graham Goldsmith
Vanessa Wallace

The Committee supports the Board by:
•

reviewing and recommending the statutory financial reports;

• making recommendations in relation to the Group’s accounting and

financial controls;

•

recommending the appointment, of the external auditor, and assessing
the provision of non-audit services and external auditor independence;

reviewing the internal audit plan, reporting on significant findings,
management’s actions to remediate findings and the adequacy of the
Group’s processes for managing risk;

reviewing and recommending the Risk Management Framework and
risk appetite statements, monitoring the Group’s risk management
against the Risk Management Framework and overseeing the
insurance programme;.

reviewing the Group’s key risks and controls and mitigation measures
to deal with those risks;

receiving periodic reports from management on the operation of the
Whistleblower Protection Policy and Anti-Bribery and Anti-Corruption
Policy.

Remuneration
Committee

Graham Goldsmith (Chairman)
Leigh Jasper
Vanessa Wallace

The Committee supports the Board by reviewing and recommending:
• SEEK’s remuneration strategy, framework and design;

• allocation of the pool of non-executive director fees;

Nomination
Committee

Graham Goldsmith (Chairman)
All other Non-Executive
Directors

•

the remuneration structure, outcomes and termination arrangements
for the CEO and the Group Executive;

•

the design of equity-based plans; and

• SEEK’s Diversity and Inclusion Policy, gender pay equity, diversity

measurable objectives and annual progress against these objectives.

The Committee supports the Board by:
•

reviewing the size, and composition of the Board and its Committees;

•

reviewing director succession and recommending the selection and
appointment of new directors and retirement and re-election;

• developing and implementing the process for evaluating Board, Chair

of the Board and individual director performance; and

• ensuring there is a director induction and professional development for

the Board.

Committee composition

• Members are all independent non-executive directors.

• Minimum of three members.

• Chaired by an independent director. The Audit and Risk Management Committee Chair may not be the Chair of the Board.

• The relevant financial qualifications and experience of the members of the Audit and Risk Management Committee are set

out on pages 18-19 of the Annual Report.

The number of times each Committee met during the reporting period and the individual attendances of the members at those
meetings is set out on page 20 of the Annual Report.

Corporate Governance Statement68

Board composition

In determining the composition of the Board, the directors consider the size of the Board by reference to the Constitution and Board
Charter, the needs of the Company for director skills and experience and orderly succession planning.

Currently the Board comprises five non-executive directors and a managing director. All the non-executive directors of SEEK are
independent, and regularly confer as a group without management present. Andrew Bassat as the Managing Director, CEO and Co-
Founder of SEEK, is an executive director and is the only director not considered independent.

Board skills matrix

The skills and experience of SEEK’s non-executive directors reflect the Group’s principal activities globally. In assessing its skills mix
and identifying any gaps in its collective skills, the Board applies a skills matrix. The results of the most recent survey assessing the
Board’s collective skills and experience is shown in the matrix below. The criteria each individual non-executive director meets to be
considered to have the skill is a rating of ‘experienced or competent’ or ‘expert or significant operational experience’.

The Board is in the process of appointing an additional director to supplement the current mix of skills of SEEK’s non-executive
directors and bring experience in the education sector. Board renewal will continue, as opportunity arises through vacancies, to add
directors to assist the Board to address existing and emerging business and governance issues in SEEK’s growth markets.

Number of non-executive
directors with these skills

Skill area

Description

Information
technology/Digital

Technology industry, digital platform, e-commerce,
technology strategy, technology infrastructure, information
monetisation, digital disruption

Education and
employment

Customer and
marketing

Executive/Senior
management
leadership

Listed company
governance

Higher education, online education, education policy,
employment policy, recruitment and employment related
industries

Key relationships with customer base and industry
participants; customer marketing strategies, consumer
marketing, business development

Senior executive level role in an organisation of similar scale

Non-executive directorship or CEO of a listed company,
related shareholder and investor relationships and
corporate governance

Financial acumen and
risk management

Assessment of financial performance of significant businesses,
financial accounting and reporting, audit, oversight of risk
management and internal controls

Business mergers and
acquisitions

Mergers and acquisitions and business integration

Corporate finance

Capital management; debt and equity raising

Global perspective

Exposure to or responsibility for international operations or
global markets

Strategy and
innovation

Developing strategic business objectives, execution of strategy,
business transformation, driving long term change and growth

SEEK Limited Annual Report 2020Board diversity

SEEK is committed to an inclusive culture that
values diversity. This is reflected in the Board’s
considerations on its composition which extends
beyond ensuring the directors bring the right skills
and experience for SEEK’s current business and
emerging challenges. Diversity of background
and experiences brings different perspectives and
thought which enhances decision-making.

The Board reflects gender
balance, a broad tenure and age
range, and diverse educational
and geographic backgrounds.

Measurable objectives

The SEEK Board intends to maintain the level of
female directors at or above 30%. The Board of six
directors including the CEO is comparatively small,
and one change of director can affect the gender
balance considerably.

The measurable objectives established by the Board
pursuant to SEEK’s Diversity and Inclusion Policy
for achieving gender diversity in the composition of
senior executives and the workforce generally and
its progress towards achieving those objectives is
described in the ‘Diversity and inclusion’ section of the
Sustainability Report on pages 59-60 of the Annual
Report, together with the respective proportions of
women and men in executive and senior manager
positions and across the whole workforce.

33%

Female directors of
SEEK Limited

46-65 years

Age range of directors

50%

Directors have obtained
higher education
qualifications outside
Australia

50%

Directors born
outside Australia

1.5 to
8 years

Range of tenure of SEEK’s
non-executive directors

4 years

Average tenure of SEEK’s
non-executive directors

Corporate Governance Statement70

Appointment of new directors

The Nomination Committee performs Board succession planning.
As opportunity arises through vacancies, the Nomination
Committee will identify suitable candidates to bring specific skills to
complement the existing Board. Where appropriate, external search
consultants may be engaged to assist.

The Nomination Committee will assess a candidate against a range
of criteria including experience, professional qualifications, personal
qualities and cultural fit with the Board and the Company. It also
considers the candidate’s other significant time commitments, if
any, to ensure that the candidate will have capacity to fulfil his or her
responsibilities as a director of SEEK.

Where a candidate is recommended by the Nomination Committee,
the Company Secretary initiates detailed checks into the candidate’s
background and experience. Before the Board resolves to appoint
the candidate as a director an independence assessment is also
conducted using the detailed analysis which is applied annually in
respect of each non-executive director.

A newly appointed director will stand for election at the annual
general meeting (‘AGM’) following their appointment, as required
under the Constitution. The notice of meeting will contain a
detailed biography, including other directorships and significant
commitments, and any other material information relevant to a
shareholder’s decision whether to elect the director.

A new director is provided an induction programme and materials
designed to introduce the director to all aspects of SEEK’s business
and strategy. This will include meetings with the Chairman and the
other directors, the CEO and senior management to gain insight
into the business. The induction programme also incorporates
information tailored to the director’s committee work, knowledge,
experience and particular area of expertise.

Directors’ responsibilities and obligations

Written agreement with each director

Upon appointment each director is provided with a letter of
appointment which details the terms of their directorship
and the Board’s expectations. The letter of appointment is
with the director personally, and places specific obligations
on the director in terms of time commitment, independence,
disclosure of material interests and potential conflicts of
interest and minimum shareholdings in SEEK. It also requires
the director to consult with the Chairman before accepting any
appointment which may affect a director’s ability to meet the
time commitment to SEEK.

Independence

The Board requires that each non-executive director brings views
and judgement to Board deliberations which are independent
of management or any substantial shareholder, and free from
interests, positions or other relationships which could interfere with
the exercise of independent judgement. The Board’s approach to the
assessment of independence is set out in its Director Independence

Guidelines, and is also informed by the ASX Recommendations,
the Corporations Act 2001 (Cth) and the Australian
Accounting Standards.

Each year the Board considers and assesses each non-executive
director’s independence in light of the director’s positions,
relationships and interests and the materiality guidelines set out in
the Director Independence Guidelines. The Board requires non-
executive directors to provide relevant information to enable it to
make the assessment.

The Board has reviewed the positions and relationships of all the
non-executive directors in office as at the date of this statement.
The Board has determined that each of the non-executive directors
is independent and free of any interest, position or relationship
that could materially interfere with their capacity for independent
judgement and to act in the best interests of SEEK as a whole.

The Board also noted that some non-executive directors are
involved in other companies or professional firms which may
from time to time have immaterial dealings with SEEK, including
as customers of SEEK’s jobs websites. Details of offices held by
directors with other listed companies are on pages 18-19 of the
Annual Report.

Retirement and re-election

Under the Constitution, directors cannot hold office without re-
election for more than three years or past the third AGM after their
appointment, whichever is longer. In addition, the Constitution
provides that any director appointed by the Board holds office until
the next AGM when they are eligible for election.

If no director is in a position requiring them to stand for election or
re-election in the normal rotation, then one director must retire and
stand for re-election at the AGM, as selected under the rules of the
Constitution. In the notice of meeting security holders are provided
with all material information relevant to their decision on whether or
not to re-elect a director.

Andrew Bassat is exempt from retirement and re-election while he
holds the position of Managing Director.

Minimum shareholding requirements for Directors

To align the Board experience with that of shareholders, the Board
has adopted a minimum shareholding policy which is described in
the Remuneration Report on page 36 of the Annual Report.

Directors’ development and support

Professional development

In addition to the induction programme for new directors,
there is an ongoing programme of presentations and briefings
on matters impacting the strategy and operations of SEEK.
Directors are also provided with legal compliance training on
matters such as continuous disclosure and anti-bribery and anti-
corruption and briefings on key changes to laws and accounting
standards affecting the Group. Periodically a review is
undertaken to assess whether further professional development

SEEK Limited Annual Report 202071

is required for Directors to assist them to maintain the skills and
knowledge necessary to perform their roles effectively. To assist
directors in better understanding the Company’s international,
strategic and operational objectives, the Board and individual
directors visit various overseas operations of the Group from
time to time.

Access to Information

In addition to comprehensive Board papers and briefings at
Board meetings, directors are able to access the CEO and
management to request relevant information.

Directors receive access to all Committee packs, including the
minutes of each Committee meeting. In addition, the Chair of
each Committee provides an update at the following Board
meeting on the activities of the Committee. All directors have a
standing invitation to attend any Committee meeting.

Independent professional advice

Directors are entitled to seek independent professional advice
at the Company’s expense relating to their role as a director of
SEEK, subject to prior written approval by the Chairman.

Board performance evaluation

The Board reviews its performance each year, including
assessing the operation of the Board, committees and individual
directors as well as Board reporting and processes. The aim
of the Board performance review is to ensure that individual
directors and the Board as a whole work effectively in meeting
the responsibilities described in the Board Charter.

The Board performance evaluations are led by the Chairman.
In FY2020, the Chairman met with each non-executive director
and the CEO to seek feedback on the operation of the Board,
committees and individual directors and discuss individual
performance and provided a report on the feedback to the Board.

The Board engages an externally facilitated performance review
periodically, with the aim to conduct such reviews in every third
year. These reviews incorporate feedback from executives and
other stakeholders beyond the Board. The Board conducted an
externally facilitated performance review in FY2018 and intends
to do so again in FY2021.

Risk management and assurance

The Board views effective risk management as essential to
achieving its operational and strategic objectives.

The Board is responsible for SEEK’s risk management, and has
established the Risk Management Framework which it reviews
annually to satisfy itself that it continues to be sound. Through
SEEK’s Risk Appetite Statements, the Board determines the
Group’s appetite for risk after taking into account the Group’s
strategic objectives and other factors including regulatory and
legal requirements, shareholder and customer expectations,
the Group’s financial position and organisational culture. SEEK’s
approach to risk management is to identify and minimise the
potential for loss, whilst also maximising strategic opportunities
for growth.

SEEK monitors its exposure to all risks to the business including
operational, financial and non-financial risks. The Group’s
Principal Risks are described in the Directors’ Report on pages
16-17 of the Annual Report. The Sustainability Report on
pages 41-64 of the Annual Report outlines SEEK’s approach to
environmental, social and governance sustainability risks.

The Audit and Risk Management Committee monitors SEEK’s
risk management against the Risk Management Framework,
including whether it is operating within the risk appetite set
by the Board. The Committee reviewed the Risk Management
Framework during FY2020. Risk reporting across the Group is
aggregated for reporting to the Audit and Risk Management
Committee.

The Audit and Risk Management Committee approves the
Internal Audit Plan and receives regular reporting on internal
audit findings and the status of management actions with a
focus on findings rated critical or high.

The Group Risk and Assurance function incorporates the internal
audit function and is responsible for delivering assurance
projects including internal audits. Assurance projects may
be undertaken internally by members of the Group Risk and
Assurance function or in conjunction with external service
providers. The Group Chief Risk Officer reports to the CFO and
has unfettered access to the Chairman and to the Chairman
of the Audit and Risk Management Committee and attends all
meetings of the Audit and Risk Management Committee.

Remuneration of Directors and Executives

The following matters are discussed in detail in the Remuneration Report from page 24 of the Annual Report.

• Executives’ contractual arrangements and remuneration

• Prohibitions on executives hedging equity based

structure for FY2020

remuneration contained in the Share Trading Policy

• Executive performance evaluations

• Non-Executive Director remuneration policy and

• Malus and clawback policies

• Minimum shareholding requirements

structure for FY2020

• Checks undertaken on Executives prior to appointment

Corporate Governance Statement
72

Corporate reporting and assurance

SEEK has in place processes to verify the integrity of corporate
reporting. The Audit and Risk Management Committee provides
the Board with independent oversight of the corporate reporting
processes. Its membership includes accounting and financial
experts. The Committee reviews the financial reports and the
related representations provided by management. It meets with
the external auditor to discuss the financial reports including
without management present. The Committee recommends
to the Board the appointment of the external auditor and the
matters associated with the external auditor including rotation
of the audit engagement partner, fees for audit and non-audit
services and the scope of the external audit.

The CEO and CFO have for FY2020 assured the Board that the
annual declaration provided in accordance with section 295A of
the Corporations Act 2001 (Cth) and the equivalent declaration
at half year are founded on a sound system of risk management
and internal controls which is operating effectively.

SEEK has in place processes to verify the integrity of any
unaudited periodic corporate report it releases to the market to
satisfy itself that the report is materially accurate and balanced.
The unaudited corporate reports include the Corporate
Governance Statement, the Sustainability Report and the
Tax Transparency Report. These are prepared by the relevant
subject matter experts and content sign-off is provided by
responsible senior management. The Chief Financial Officer
reviews each report in full prior to review and approval by the
Board. All material quantitative and qualitative statements are
supported with verifiable evidence, and certain elements receive
independent verification, such as the energy consumption and
emissions data in the Sustainability Report. Under its Charter,
the Audit and Risk Management Committee provides the Board
with independent oversight of this process.

Market disclosure

SEEK is committed to accurate, balanced and timely disclosure
to ensure the efficient operation of the securities market and is
committed to promoting stakeholder and investor confidence
through its continuous disclosure practices. The Continuous
Disclosure Policy aims to ensure that the management and
delivery of price sensitive information by SEEK complies with
SEEK’s continuous disclosure obligations under the ASX Listing
Rules and the Corporations Act 2001 (Cth).

The Continuous Disclosure Policy sets out SEEK’s legal
obligations, provides guidance for the identification of material
information that may require disclosure to the market and sets
out the roles and responsibilities of SEEK personnel.

The Board has ultimate responsibility for ensuring that SEEK
complies with its continuous disclosure obligations and is
responsible for implementing and overseeing compliance with
the Continuous Disclosure Policy. The Board has delegated
certain responsibilities relating to SEEK’s continuous disclosure
obligations to a Disclosure Committee which comprises the
CEO, CFO and Company Secretary. The Disclosure Committee
is responsible for considering potentially price sensitive
information, determining whether it requires disclosure and
approving the form of that disclosure, other than on certain
matters reserved to the Board for approval.

The Board receives copies of market releases directly after they
are released to the market. When SEEK gives a substantive
investor or analyst presentation, this is released to the market
ahead of the presentation.

Shareholders and stakeholder engagement

SEEK is committed to transparency and openness in its
communication with its shareholders. It works to keep
shareholders fully informed regarding developments and
important information affecting the Company.

The channel for shareholders to access information about SEEK
is the ‘About SEEK’ section of the SEEK website which provides
information about the Group generally and includes:

• a dedicated area for Investors including a Corporate

Governance section;

• ASX announcements, including the AGM Notice of Meeting,
Chairman’ address, CEO’s presentation and voting results;

•

reports and presentations including the Annual Report, the
Sustainability Report, the Tax Transparency Report, financial
results and accompanying presentations to the market;

information about key dates, the share price and dividends;

links to and contact details for SEEK’s share registry,
Computershare; and

• contact details for enquiries by shareholders, analysts

and media.

Shareholders may send and receive communications with
SEEK and Computershare electronically. Investors and other
stakeholders may sign up on the SEEK website to receive news
and investor updates by email. SEEK is committed to dealing with
shareholder queries in a respectful and timely manner whenever
they are received by the Company.

The AGM is a key opportunity for shareholders to hear the CEO
and Chairman provide updates on the Company’s performance,
ask questions of the Board, and to express a view and vote on a
poll on the various matters of Company business. Shareholders
may also ask questions of the Company’s external auditor during
the meeting. SEEK encourages its shareholders to attend its AGM
which in 2020 will be a virtual online meeting in line with the relief
provided by the Commonwealth Treasurer in response to the
COVID-19 pandemic.

SEEK has an active investor engagement program in Australia
that includes scheduled briefings following half-yearly and
annual results reporting and during the AGM period. Other ad
hoc briefings are held throughout the year with institutional
investors, private investors, analysts and the media. These
briefings and presentations provide an opportunity for two-
way communication between SEEK and these stakeholders.
The Company ensures provision of equal access to material
information by observing the following:

• all discussions with investors and analysts are conducted by
or with the sanction of the CEO or the CFO, and are limited to
explanation of previously disclosed material;

• where information is likely to be price sensitive then, in line
with its legal obligations and Continuous Disclosure Policy,
SEEK immediately discloses the information to the market;

• all formal SEEK analyst presentations are released to the

market prior to delivery; and

• meetings with analysts to discuss financial results are not held
between 1 January and the release of the half-year results, or
between 1 July and the release of the full-year results.

SEEK Limited Annual Report 2020FINANCIAL REPORT

Financial Statements
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows

Financial instruments and fair value measurement
Financial risk management

Segment information

Notes to the Financial Statements
Performance
Note 1
Note 2 Revenue
Note 3 Other income and expenses
Earnings per share
Note 4
Note 5
Income tax
Financing and risk management
Note 6 Net debt
Note 7 Notes to the cash flow statement
Note 8
Note 9
Assets and liabilities
Note 10 Trade and other receivables
Note 11 Intangible assets
Note 12 Impairment
Note 13 Trade and other payables
Note 14 Leases
Note 15 Provisions
Equity
Note 16 Share capital
Note 17 Reserves
Note 18 Dividends
Group structure
Note 19 Interests in controlled entities
Note 20 Interests in equity accounted investments
Note 21 Parent entity financial information
Unrecognised items
Note 22 Commitments for expenditure
Note 23 Contingent liabilities
Note 24 Events occurring after balance sheet date
Other information
Note 25 Share-based payments
Note 26 Related party transactions
Note 27 Remuneration of auditors
Note 28 Other significant accounting policies
Note 29 Changes in accounting policies

Page
74
75
76
77
78

79
83
85
86
87

91
94
96
99

105
106
107
111
111
113

114
115
116

117
120
123

124
125
125

126
130
131
131
133

Basis of preparation

SEEK Limited is a for-profit entity for the purpose of preparing
financial statements.

These financial statements:

• are general purpose financial statements;

• are for the consolidated entity consisting of SEEK Limited

and its subsidiaries;

• have been prepared in accordance with Australian

Accounting Standards (AASBs) and Interpretations issued
by the Australian Accounting Standards Board and the
Corporations Act 2001;

• comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board;

• have been prepared on a historical cost basis except for

the revaluation of financial assets and liabilities (including
derivative instruments) measured at fair value through profit
and loss; and

• are presented in Australian dollars with all values rounded
to the nearest hundred thousand dollars, or in certain
cases, the nearest dollar, in accordance with the Australian
Securities and Investments Commission Corporations
Instrument 2016/191.

Accounting policies adopted are consistent with those of
the previous financial year, with the exception of the areas
described in Note 29 Changes in accounting policies.

The Directors have included information in this report that they
deem to be material and relevant to the understanding of the
financial statements.

Disclosure may be considered material and relevant if the dollar
amount is significant due to size or nature, or the information is
important to understand the:

• Group’s current year results;

•

impact of significant changes in the Group’s business; or

• aspects of the Group’s operations that are important to

future performance.

The ongoing COVID-19 pandemic has increased the
estimation uncertainty in the preparation of these financial
statements. While pervasive across the financial statements,
the estimation uncertainty is predominantly related to the fair
value measurement and recoverable amount assessments
of non-financial assets where the Group recognised a gross
impairment loss of $203.1 million in respect to the carrying
values of intangible assets and some Early Stage Ventures.

The financial statements have been prepared on a going
concern basis. The Directors have made this assessment on
the basis that, despite a downturn in business performance
effected by COVID-19, the SEEK Group has sufficient liquidity,
undrawn borrowing facilities and an active and ongoing capital
management strategy which enables it to meet its obligations
and pay its debts as and when they fall due. Notwithstanding,
current liabilities exceed current assets by $144.1m as at
30 June 2020, mainly due to unearned income of $350.9m
which represents non-refundable advances from customers.

Financial Report74

Consolidated Income Statement
for the year ended 30 June 2020

Revenue
Other income

Operating expenses
Direct cost of services
Employee benefits expenses
Marketing related expenses
Technology, product and development expenses
Operations and administration expenses
Depreciation and amortisation expenses
Finance costs
Transaction costs
Total operating expenses

Impairment loss
Share of results of equity accounted investments
(Loss)/Profit before income tax expense
Income tax expense

(Loss)/Profit for the year

(Loss)/Profit is attributable to:
Owners of SEEK Limited
Non-controlling interests

Earnings per share attributable to the owners of SEEK Limited:
Basic earnings per share
Diluted earnings per share

Notes

2
3(a)

3(b)

12(c)
20(b)

5(a)

19(c)

4
4

2020
$m

1,595.2
17.9

(377.5)
(510.7)
(140.9)
(51.2)
(121.6)
(133.9)
(78.8)
(1.7)
(1,416.3)

(203.1)
(39.9)
(46.2)
(44.6)

(90.8)

(111.7)
20.9
(90.8)

Cents

(31.7)
(32.6)

2019
$m

1,557.3
8.5

(228.7)
(541.6)
(149.8)
(37.7)
(148.3)
(85.8)
(66.8)
(6.4)
(1,265.1)

-
(16.5)
284.2
(85.8)

198.4

180.3
18.1
198.4

Cents

51.3
50.1

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

SEEK Limited Annual Report 2020Consolidated Statement of Comprehensive Income
for the year ended 30 June 2020

(Loss)/Profit for the year

Other comprehensive (loss)/income

Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign controlled entities

Exchange differences on translation of foreign equity accounted investments
Reserves recycled on disposal of equity accounted investment
Losses on net investment hedges
Losses on cash flow hedges
Other individually immaterial items
Income tax recognised in other comprehensive income

Items that will not be reclassified to profit or loss:
Losses on fair value hedges
Change in equity instruments held at fair value
Exchange differences on translation of equity instruments
Other comprehensive (loss)/income for the year

Total comprehensive (loss)/income for the year

Total comprehensive (loss)/income for the year attributable to:
Owners of SEEK Limited
Non-controlling interests

2019
$m

198.4

82.1
5.5
(0.4)
(18.2)
(13.1)
(0.9)
4.2

0.1
-
0.5
59.8

Notes

5(b)

8(b)(i)
8(b)(i)

2020
$m

(90.8)

(70.7)
(11.0)
-
(32.3)
(5.1)
-
2.4

(0.9)
22.3
0.9
(94.4)

(185.2)

258.2

(198.7)
13.5
(185.2)

242.0
16.2
258.2

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Financial Report76

Consolidated Balance Sheet
as at 30 June 2020

Current assets

Cash and cash equivalents
Trade and other receivables
Other financial assets
Current tax assets
Total current assets

Non-current assets

Investments accounted for using the equity method
Plant and equipment
Intangible assets
Right-of-use assets
Other receivables
Other financial assets
Deferred tax assets
Total non-current assets
Total assets

Current liabilities

Trade and other payables
Borrowings
Unearned income
Lease liabilities
Other financial liabilities
Current tax liabilities
Provisions
Total current liabilities

Non-current liabilities

Borrowings
Lease liabilities
Other financial liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities

Net assets

Equity

Share capital
Foreign currency translation reserve
Hedging reserves
Other reserves
Retained profits
Non-controlling interests
Total equity

Notes

6(c)
10
8(b)
5(a)

20(b)

11
14(a)
10
8(b)
5(c)

13
6(b)

14(b)
8(b)
5(a)
15

6(b)
14(b)
8(b)
5(c)
15

17(a)
17(b)

19(c)

2020
$m

604.8
151.6
57.6
3.2
817.2

268.3
35.5
2,550.0
55.5
114.9
436.4
58.7
3,519.3
4,336.5

307.3
143.4
350.9
28.0
70.0
25.2
36.5
961.3

1,797.6
36.0
3.1
127.5
27.5
1,991.7
2,953.0

2019
$m

382.9
147.8
158.9
3.6
693.2

237.2
43.0
2,719.5
-
151.5
359.8
46.0
3,557.0
4,250.2

260.3
133.1
401.1
-
40.0
31.0
39.1
904.6

1,466.6
-
24.0
138.6
22.0
1,651.2
2,555.8

1,383.5

1,694.4

269.2
60.8
(158.0)
16.1
894.4
301.0
1,383.5

269.2
127.6
(120.3)
(10.6)
1,133.3
295.2
1,694.4

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

SEEK Limited Annual Report 2020
Consolidated Statement of Changes in Equity
for the year ended 30 June 2020

Attributable to equity holders of the parent

Notes

Share
capital
$m

269.2

Foreign
currency
translation
reserve
$m

Hedging
reserves
$m

Other
reserves
$m

Retained
profits
$m

Non-
controlling
interests

Total
$m

Total
equity

38.9

(91.9)

(0.1)

1,111.9

1,328.0

297.0

1,625.0

Balance as at 1 July 2018

Profit for the year

Exchange differences on translation of
foreign operations
(Losses)/gains on hedges
Exchange differences on translation of
equity instruments
Income tax recognised in other
comprehensive income
Reserves recycled on disposal of equity
accounted investment
Total comprehensive income for the
year

Transactions with owners:
Dividends provided for or paid
Employee share options scheme
Tax associated with employee share
schemes
Change in ownership of subsidiaries
Share of reserve movement of equity
accounted investments
Zhaopin privatisation
Transfer between reserves
Balance at 30 June 2019

8(b)(i)

5(b)

-
-

-
-
-
269.2

-
(32.5)

-
-

0.5

4.1

89.9
-

0.1

(0.4)

180.3

18.1

198.4

-
-

89.9
(32.5)

0.5

4.2

(0.4)

(2.3)
0.4

87.6
(32.1)

0.5

4.2

(0.4)

89.6

(28.4)

0.5

180.3

242.0

16.2

258.2

-
-

-
(0.7)

(0.2)
-
-
127.6

-
-

-
-
-
(120.3)

-
15.4

1.0
(2.6)

(4.4)
(19.1)
(1.3)
(10.6)

(161.5)
-

(161.5)
15.4

1.3
-

2.3
(3.3)

(9.6)
2.7

-
1.7

(171.1)
18.1

2.3
(1.6)

-
-
1.3
1,133.3

(4.6)
(19.1)
-
1,399.2

-
(12.8)
-
295.2

(4.6)
(31.9)
-
1,694.4

Impact on transition to AASB 16

(6.0)

(1.8)

(7.8)

Adjusted balance at 1 July 2019

269.2

127.6

(120.3)

(10.6)

1,127.3

1,393.2

293.4

1,686.6

(Loss)/Profit for the year

Exchange differences on translation of
foreign operations
(Losses)/gains on hedges
Change in fair value of equity
instruments
Exchange differences on translation of
equity instruments
Income tax recognised in other
comprehensive income
Total comprehensive (loss)/ income
for the year

Transactions with owners:
Dividends provided for or paid
Employee share options scheme
Tax associated with employee share
schemes
Share of reserve movement of equity
accounted investments
Balance at 30 June 2020

8(b)(i)

5(b)

20(b)

-
-

(73.4)
-

-
(39.2)

0.9

1.5

-
-

22.3

0.9

(111.7)

20.9

(90.8)

-
-

(73.4)
(39.2)

22.3

0.9

2.4

(8.3)
0.9

(81.7)
(38.3)

22.3

0.9

2.4

(72.5)

(37.7)

23.2

(111.7)

(198.7)

13.5

(185.2)

-
-

-
9.7

(0.6)

(123.2)
-

(123.2)
9.7

(7.4)
1.5

(130.6)
11.2

2.4

1.8

-
269.2

5.7
60.8

-
(158.0)

(5.6)
16.1

(0.4)
894.4

(0.3)
1,082.5

-
301.0

(0.3)
1,383.5

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Financial Report78

Consolidated Statement of Cash Flows
for the year ended 30 June 2020

Cash flows from operating activities

Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)

Interest received
Government grants received
Interest paid
Transaction costs
Income taxes paid
Net cash inflow from operating activities

Cash flows from investing activities

Payments for acquisition of subsidiary, net of cash acquired
Payments for interests in equity accounted investments
Proceeds from disposal of equity accounted investment
Dividends and distributions received from equity accounted investments
Return of capital from equity accounted investment
Payment for investment in financial assets
Payment for intangible assets
Payment for plant and equipment
Payment for convertible notes
Proceeds/(payments) from other investing arrangements

Net cash outflow from investing activities

Cash flows from financing activities

Proceeds from borrowings
Repayment of borrowings
Transaction costs on establishment of debt facilities
Cash released from entrusted loan facilities
Cash deposited for entrusted loan facilities
Settlement of share options in subsidiaries
Zhaopin privatisation
Dividends paid to members of the parent
Dividends paid to non-controlling interests
Payment for additional interest in subsidiary
Payment of lease liabilities
Net payment for other financing arrangements
Net cash inflow/(outflow) from financing activities

Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year

Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the year

Notes

2020
$m

2019
$m

3(a)

5(a)
7(a)

10(i)
10(i)

18
19(c)

1,668.7
(1,259.9)
408.8
16.1
13.2
(66.2)
(1.0)
(66.6)
304.3

(4.0)
(126.2)
-
1.0
10.7
(15.5)
(114.3)
(11.4)
(1.2)
-

(260.9)

681.2
(353.1)
(6.1)
139.3
(121.1)
(6.5)
-
(77.4)
(7.4)
-
(27.3)
(29.4)
192.2

235.6

382.9
(13.7)
604.8

1,687.0
(1,187.1)
499.9
13.9
-
(45.0)
(5.2)
(91.0)
372.6

(9.2)
(121.9)
6.3
0.9
-
(50.0)
(106.1)
(19.0)
(2.9)
0.6

(301.3)

464.7
(202.3)
(5.5)
35.8
(122.3)
(0.9)
(49.2)
(161.5)
(9.6)
(1.6)
-
(8.1)
(60.5)

10.8

361.7
10.4
382.9

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

SEEK Limited Annual Report 2020NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2020

Performance

1. Segment information

Accounting Policy

Operating segments, which have not been aggregated, are reported in a manner consistent with the internal reporting
provided to the Chief Operating Decision Maker (CODM). The CODM, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Chief Executive Officer.

Segment EBITDA is the measure utilised by the CODM to measure the businesses’ profitability. Segment EBITDA
is earnings before interest, tax, depreciation and amortisation and excludes share of results of equity accounted
investments, amortisation of share-based payments and long-term incentives, gains/losses on investing activities,
and other non-operating gains/losses.

SEEK’s operating segments are aligned with Executive responsibilities and analysis of results as provided to the CODM.

A change has been made to SEEK’s operating segments for FY2020 to align with Executive responsibilities and analysis of results as
provided to the CODM. The main changes are:

• JobAdder moving from AP&A Other to SEEK Investments Early Stage Ventures (ESVs);

• SEEK Learning and GradConnection moving from AP&A Other to ANZ, reflecting their closer integration with the ANZ operations; and

• OCC Education moving from OCC to SEEK Investments ESVs.

Comparative information for the year ended 30 June 2019 has been restated. This has not resulted in any change to total EBITDA or
net profit. The operating segments are as described below.

SEEK
Group

Asia Pacific
& Americas
(AP&A)

SEEK
Investments

Corporate
Costs

ANZ

SEEK Asia

Brasil Online

OCC

AP&A Other

Zhaopin

OES

Early Stage
Ventures

Operating segment

Nature of operations

Primary source of revenue

Geographical location

ANZ

Online employment marketplace services

Job advertising

Australia and New Zealand

SEEK Asia

Online employment marketplace services

Job advertising

Brasil Online

Online employment marketplace services

OCC

Online employment marketplace services

AP&A Other

Zhaopin

OES

A portfolio of early stage investments that complement
and/or have synergies with the AP&A operating
businesses
Online employment marketplace services and provision of
other offline services
Provision of Online Education courses

Early Stage Ventures

A portfolio of early stage investments which are managed
as independent entities

Candidate services and job
advertising
Job advertising

Various

Seven countries across
South East Asia
Brazil

Mexico

Various

Job and banner advertising

People’s Republic of China

Provision of education
services to students
Various

Australia

Various

Financial Report80

a
t
o
T

s
t
s
o
C

e
t
a
r
o
p
r
o
C

s
t
n
e
m
t
s
e
v
n
I

K
E
E
S

a
t
o
T

s
V
S
E

S
E
O

n
p
o
a
h
Z

a
t
o
T

r
e
h
t
O

m
$

7
1
4
1

4
1
9
1

8
3
3
1

5
0
1
1
1

4
7
7
5
1

)
0
4
4
(

)
9
9
8
(

9
4
1
4

)
1
3
0
2
(

)
3
9
5
(

)
2
2
2
(

)
7
1
(

)
0
1
(

)
9
9
3
(

)
8
2
(

)
3
0
(

)
8
1
3
(

)
4
5
(

)
2
1
5
(

)
7
1
(

)
0
1
(

m
$

1
5
8
4

2
0
4
1

4
1
9
1

1
1
3
1

8
7
4
9

)
5
7
2
(

)
2
1
3
(

)
9
8
3
(

7
1
5
1

)
2
8
(

)
4
7
(

m
$

6
3

0
8
5

)
8
6
(

)
7
1
(

)
8
2
(

)
3
0
(

)
1
4
(

)
9
8
3
(

)
6
7
3
(

6
6
3
1

m
$

1
7
2
4

)
4
1
(

8
4
3

)
6
0
1
(

1
0

4
1
9
1

1
1
3
1

6
9
4
7

)
4
4
2
(

)
8
7
1
(

7
3
2
1

)
0
8
(

)
3
3
(

6
1
6

6
6
3
1

m
$

4
5
2
6

5
1

7
2

6
9
2
6

)
7
3
1
(

)
4
8
5
(

0
5
9
2

m
$

2
1

8
0

0
2

)
1
0
(

)
9
2
(

)
3
4
1
(

1
0

)
4
9
(

)
3
2
(

)
2
0
(

)
3
2
(

)
2
4
6
1
(

)
8
0
2
(

s
a
c
i
r
e
m
A
&
c
fi
c
a
P
a
s
A

C
C
O

m
$

1
5
2

l
i

s
a
r
B

e
n

i
l

n
O

m
$

4
2
5

1
5
2

4
2
5

2
7

)
8
1
(

)
7
2
(

6
0

)
7
2
4
(

8
5

)
7
1
(

)
7
3
(

1
1

)
4
0
(

)
7
0
0
1
(

a
s
A

K
E
E
S

m
$

0
1
6
1

9
1

9
2
6
1

)
1
6
(

)
1
9
(

8
2
7

)
6
1
(

)
5
0
(

)
6
3
(

Z
N
A

m
$

5
1

7
5
8
3

2
7
8
3

)
0
4
(

)
0
0
4
(

5
3
2
2

1
1

)
c
(
2
1

s
e
t
o
N

0
2
0
2
e
n
u
J
0
3
d
e
d
n
e
r
a
e
Y

s
e
c
a
p
t
e
k
r
a
m

t
n
e
m
y
o
p
m
e
e
n

i
l

n
O

n
o
i
t
a
c
u
d
E

g
n
c
r
u
o
s
t
u
o
s
s
e
c
o
r
p
s
s
e
n
s
u
B

e
m
o
c
n
i
/
)
e
s
n
e
p
x
e
(

t
s
e
r
e
t
n

t
e
N

s
s
o

t
n
e
m

r
i
a
p
m

n
o
i
t
a
c
e
r
p
e
D

n
o
i
t
a
s
i
t
r
o
m
A

)
1
(

A
D
T
B
E
t
n
e
m
g
e
S

e
u
n
e
v
e
r
s
e
a
s
r
e
h
t
O

e
u
n
e
v
e
r
s
e
a
S

)
3
8
(

)
b
(
5
2

T
L
r
e
h
t
o
d
n
a
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S

6
3

)
b
(
0
2

s
t
n
e
m
t
s
e
v
n

d
e
t
n
u
o
c
c
a
y
t
i
u
q
e
f
o
s
t
l
u
s
e
r

f
o
e
r
a
h
S

x
a
t
e
m
o
c
n

e
r
o
f
e
b
)
s
s
o
l
(
/
t
fi
o
r
P

e
s
n
e
p
x
e

s
e
i
t
i
v
i
t
c
a
g
n
c
n
a
n
fi
r
e
h
t
O

s
t
s
o
c
n
o
i
t
c
a
s
n
a
r
T

s
e
c
v
r
e
s
y
t
r
a
p
d
e
t
a
e
R

M
D
O
C
e
h
t
o
t
d
e
d
v
o
r
p
n
o
i
t
a
m
r
o
f
n

t
n
e
m
g
e
S
)
a
(

)
2
6
4
(

)
2
4
9
(

9
0

)
2
2
9
(

9
2
2

2
0
7

1
7
4

)
6
0
4
(

)
4
9
3
(

)
6
9
9
(

9
1
5

8
4
7
1

)
6
4
4
(

)
8
0
9
(

1
9
2

)
1
5
6
(

)
5
1
2
(

)
6
0
2
(

6
1

)
6
0
9
(

)
4
7
(

5
5
1

)
7
5
1
(

5
4
5

)
1
5
(

)
2
2
5
(

3
5

)
3
5
3
(

)
1
1
(

)
5
0
4
(

2
4

)
4
5
9
(

)
2
9
(

7
2
4

)
4
1
5
(

4
3
2
1

)
a
(
5

r
a
e
y
e
h
t

r
o
f

)
s
s
o
l
(
/
t
fi
o
r
P

e
s
n
e
p
x
e
x
a
t
e
m
o
c
n

)
9
0
2
(

)
7
1
2
(

4
2

)
1
3
(

)
0
1
2
(

8
0

)
c
(
9
1

s
t
s
e
r
e
t
n

g
n

i
l
l

o
r
t
n
o
c
-
n
o
N

)
7
1
1
1
(

)
1
5
6
(

)
3
2
4
(

)
2
8
8
(

4
2
1

5
3
3

)
3
4
(

)
3
5
3
(

)
7
9
3
(

)
4
5
9
(

7
2
4

4
3
2
1

r
e
h
t
o
d
n
a
s
e
i
t
i
v
i
t
c
a
g
n
i
t
s
e
v
n

n
o
s
e
s
s
o
l
/
s
n
a
g

e
s
n
e
p
x
e
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s

s
t
n
e
m
t
s
e
v
n

d
e
t
n
u
o
c
c
a
y
t
i
u
q
e
f
o
s
t
l
u
s
e
r

f
o
e
r
a
h
s
s
e
d
u
c
x
e
d
n
a
n
o
i
t
a
s
i
t
r
o
m
a
d
n
a
n
o
i
t
a
c
e
r
p
e
d

x
a
t

,
t
s
e
r
e
t
n

e
r
o
f
e
b
s
g
n
n
r
a
e
s

A
D
T
B
E
t
n
e
m
g
e
S

)
1
(

f
o
s
r
e
n
w
o
o
t
e
b
a
t
u
b
i
r
t
t
a
)
s
s
o
l
(
/
t
fi
o
r
P

d
e
t
i

m
L
K
E
E
S

s
a
r
o
f
d
e
t
n
u
o
c
c
a
w
o
n
e
r
a
s
t
n
e
m
y
a
p

a
t
n
e
r

y
t
r
e
p
o
r
p
s
a
h
c
u
s
s
t
s
o
c
e
s
a
e
L

h
c
a
o
r
p
p
a
e
v
i
t
c
e
p
s
o
r
t
e
r
d
e
fi
d
o
m
e
h
t
g
n
s
u
d
r
a
d
n
a
t
s
s
e
s
a
e
L
6
1
B
S
A
A
w
e
n
e
h
t
d
e

i
l

p
p
a
s
a
h
p
u
o
r
G
e
h
t

9
1
0
2
y
u
J
1
e
v
i
t
c
e
f
f
E

s
e
s
s
o
l
/
s
n
a
g
g
n
i
t
a
r
e
p
o
-
n
o
n

d
e
t
a
t
s
e
r
n
e
e
b
t
o
n
s
a
h
9
1
0
2
e
n
u
J
0
3
r
o
f
n
o
i
t
a
m
r
o
f
n

e
v
i
t
a
r
a
p
m
o
C

0
2
0
2
Y
F
r
o
f
A
D
T
B
E
t
n
e
m
g
e
S
w
o
e
b
e
s
n
e
p
x
e
t
s
e
r
e
t
n

d
n
a
n
o
i
t
a
c
e
r
p
e
d

SEEK Limited Annual Report 2020

2
4
8
2

)
9
2
7
(

7
4
6

)
2
6
2
(

5
7
2

4
3
6

4
2
9
2

)
5
3
2
(

0
3

3
9

9
7
7

7
5
2
2

a
t
o
T

s
t
s
o
C

e
t
a
r
o
p
r
o
C

s
t
n
e
m
t
s
e
v
n

K
E
E
S

a
t
o
T

s
V
S
E

S
E
O

n
p
o
a
h
Z

a
t
o
T

r
e
h
t
O

m
$

6
7
1
2
1

2
4
3
1

0
3
5

5
2
3
1

3
7
3
5
1

)
8
6
1
(

)
0
9
6
(

)
4
4
4
(

)
6
1
2
(

0
5
5
4

)
5
6
1
(

5
2

2
3

)
4
6
(

)
8
1
(

)
0
5
2
(

)
2
2
(

)
1
0
(

)
9
5
(

)
0
7
3
(

)
9
0
(

)
8
1
(

m
$

0
2
1
5

5
3
3
1

0
3
5

1
9
2
1

6
7
2
8

)
0
8
(

)
7
1
2
(

5
6
2
1

)
9
8
(

)
3
9
(

m
$

0
6

2
6
4

)
3
9
(

)
2
0
(

)
2
2
(

)
3
0
(

)
3
2
(

5
2

2
3

)
2
5
(

5
2

)
4
4
1
(

5
7
2
1

m
$

8
5
6
4

)
5
0
(

)
6
9
(

9
0

7
6
3

0
3
5

1
9
2
1

9
7
4
6

)
3
7
(

)
9
9
(

)
5
9
(

)
0
7
(

1
9
9

2
3

)
2
5
(

m
$

6
5
0
7

7
0

4
3

7
9
0
7

)
6
6
(

)
2
7
4
(

5
3
5
3

5
1

)
4
6
(

)
1
2
(

)
3
0
(

m
$

7
1

8
0

5
2

)
2
3
(

)
2
0
(

)
7
1
(

)
1
8
1
(

)
3
0
(

s
a
c
i
r
e
m
A
&
c
fi
c
a
P
a
s
A

C
C
O

m
$

5
6
2

l
i

s
a
r
B

e
n

i
l

n
O

m
$

1
4
6

5
6
2

1
4
6

0
5

)
0
1
(

)
3
1
(

6
0

)
3
0
(

)
2
1
(

)
8
3
(

0
3

)
2
0
(

5
1
1

a
s
A

K
E
E
S

m
$

0
4
7
1

6
2

6
6
7
1

)
8
2
(

)
3
6
(

)
1
2
(

7
1

3
1
9

)
4
0
(

)
5
3
(

2
2
5

5
7
2
1

0
0
4
4

Z
N
A

m
$

7
0

3
9
3
4

)
6
1
(

)
6
2
3
(

8
3
6
2

)
4
7
(

8
3

)
3
0
(

d
e
u
n
i
t
n
o
c
n
o
i
t
a
m
r
o
f
n

t
n
e
m
g
e
S

s
e
t
o
N

9
1
0
2
e
n
u
J
0
3
d
e
d
n
e
r
a
e
Y

d
e
t
a
t
s
e
R

s
e
c
a
p
t
e
k
r
a
m

t
n
e
m
y
o
p
m
e
e
n

i
l

n
O

n
o
i
t
a
c
u
d
E

g
n
c
r
u
o
s
t
u
o
s
s
e
c
o
r
p
s
s
e
n
s
u
B

1
1

n
o
i
t
a
c
e
r
p
e
D

n
o
i
t
a
s
i
t
r
o
m
A

)
b
(
5
2

T
L
r
e
h
t
o
d
n
a
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S

e
m
o
c
n
i
/
)
e
s
n
e
p
x
e
(

t
s
e
r
e
t
n

t
e
N

d
e
t
n
u
o
c
c
a
y
t
i
u
q
e
f
o
s
t
l
u
s
e
r

f
o
e
r
a
h
S

s
t
n
e
m
t
s
e
v
n

d
e
t
n
u
o
c
c
a
y
t
i
u
q
e
f
o

a
s
o
p
s
d
n
o
n
a
G

t
n
e
m
t
s
e
v
n

t
e
s
s
a

a
c
n
a
n
fi
n
o
n
a
g
e
u
a
v

r
i
a
F

x
a
t
e
m
o
c
n

e
r
o
f
e
b
)
s
s
o
l
(
/
t
fi
o
r
P

e
s
n
e
p
x
e

s
e
i
t
i
v
i
t
c
a
g
n
c
n
a
n
fi
r
e
h
t
O

s
t
s
o
c
n
o
i
t
c
a
s
n
a
r
T

s
e
c
v
r
e
s
y
t
r
a
p
d
e
t
a
e
R

e
u
n
e
v
e
r
s
e
a
s
r
e
h
t
O

e
u
n
e
v
e
r
s
e
a
S

)
1
(

A
D
T
B
E
t
n
e
m
g
e
S

-
n
o
n
r
e
h
t
o
d
n
a
s
e
i
t
i
v
i
t
c
a
g
n
i
t
s
e
v
n

n
o
s
e
s
s
o
l
/
s
n
a
g

e
s
n
e
p
x
e
s
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
s

s
t
n
e
m
t
s
e
v
n

d
e
t
n
u
o
c
c
a
y
t
i
u
q
e
f
o
s
t
l
u
s
e
r

f
o
e
r
a
h
s
s
e
d
u
c
x
e
d
n
a
n
o
i
t
a
s
i
t
r
o
m
a
d
n
a
n
o
i
t
a
c
e
r
p
e
d

x
a
t

,
t
s
e
r
e
t
n

e
r
o
f
e
b
s
g
n
n
r
a
e
s

A
D
T
B
E
t
n
e
m
g
e
S

)
1
(

s
e
s
s
o
l
/
s
n
a
g
g
n
i
t
a
r
e
p
o

)
8
5
8
(

5
2
2

)
3
8
2
(

5
1

4
8
9
1

)
4
0
5
(

4
6
3

)
7
4
2
(

)
6
8
(

9
8
1

)
2
1
2
(

)
0
0
8
(

5
6

2
2
4

4
2
1
2

)
0
7
1
(

)
1
8
1
(

0
2

)
8
3
(

)
3
6
1
(

3
0
8
1

)
4
0
5
(

3
8
1

)
7
2
2
(

1
5
1

9
5
2

4
2
1
2

)
0
7
1
(

)
7
0
(

3
2

)
9
1
(

4
7

)
0
8
1
(

)
9
5
6
(

)
a
(
5

e
s
n
e
p
x
e
x
a
t
e
m
o
c
n

9
9
5

8
9
5
1

r
a
e
y
e
h
t

r
o
f

)
s
s
o
l
(
/
t
fi
o
r
P

)
c
(
9
1

s
t
s
e
r
e
t
n

g
n

i
l
l

o
r
t
n
o
c
-
n
o
N

9
9
5

8
9
5
1

f
o
s
r
e
n
w
o
o
t
e
b
a
t
u
b
i
r
t
t
a
)
s
s
o
l
(
/
t
fi
o
r
P

d
e
t
i

m
L
K
E
E
S

Financial Report

1. Segment information continued

(b) Segment financial position

ANZ
SEEK Asia
Brasil Online
OCC
AP&A Other
Zhaopin
OES
ESVs
Corporate
Total of segments
Current tax asset
Deferred tax assets
Total assets
Borrowings
Current tax liabilities
Deferred tax liabilities
Total liabilities

Segment assets

Segment liabilities

2020
$m

396.5
1,317.5
64.3
39.4
21.7
1,586.1
382.4
388.0
78.7
4,274.6
3.2
58.7
4,336.5

Restated
2019
$m

272.4
1,315.0
224.1
98.6
36.7
1,489.0
398.4
305.8
60.6
4,200.6
3.6
46.0
4,250.2

2020
$m

(163.4)
(88.8)
(21.7)
(15.4)
(0.8)
(445.4)
(31.9)
(18.3)
(73.6)
(859.3)

Restated
2019
$m

(143.9)
(99.2)
(24.1)
(18.5)
(1.7)
(414.8)
(23.4)
(9.4)
(51.5)
(786.5)

(1,941.0)
(25.2)
(127.5)
(2,953.0)

(1,599.7)
(31.0)
(138.6)
(2,555.8)

(c) Geographical information
The following table analyses sales revenue and non-current assets (excluding deferred tax assets) based on geographical location.

Sales revenue is allocated to a country based on the geographical location of the customers. Refer to Note 2 Revenue for a
reconciliation of total sales revenue to total consolidated revenue.

Non-current assets are allocated to a country based on the geographical location of the asset. Intangible assets that relate only to
one country have been allocated to that country. Intangible assets acquired as part of the JobsDB and JobStreet acquisitions
(goodwill, brands and other intangible assets) relate to several countries and have been shown as “South East Asia” as they cannot
practically be split between the individual country locations. This is consistent with the approach for impairment testing (refer to
Note 11 Intangible assets).

Australia
China
South East Asia
Brazil
New Zealand
Mexico
United Kingdom and Europe
Rest of the world
Total

Sales revenue

Non-current assets (excluding
deferred tax assets)

2020
$m

522.8
749.6
163.7
53.5
51.9
27.4
7.0
1.5
1,577.4

2019
$m

559.0
647.9
176.8
66.3
54.0
29.3
2.4
1.6
1,537.3

2020
$m

838.2
1,207.5
1,122.1
46.8
6.1
58.0
162.6
19.3
3,460.6

2019
$m

873.9
1,151.7
1,103.6
182.1
5.9
124.8
30.8
38.2
3,511.0

SEEK Limited Annual Report 202083

2. Revenue

Accounting Policy

Recognition criteria
Revenue is measured at the fair value of the consideration received or receivable and is shown net of sales taxes (such as GST and VAT) and
amounts collected on behalf of third parties.

The Group recognises revenue when the contract has been identified, it is probable that the entity will collect the consideration to which it is
entitled and specific criteria have been met as described below for the material classes of revenue.

Class of revenue
Online employment marketplaces

Job advertisements

CV search/download

CV online
Education
Provision of education services to students

Business process outsourcing
HR agent services

Labour outsourcing services

Labour dispatch services

Recognition criteria

over the period in which the advertisements are placed. If it is expected that the
customer will not use all the services they are entitled to, the excess is recognised in
the same pattern as for the services that the customer does use.
over the period in which the searches/downloads occur. If it is expected that the
customer will not use all the services they are entitled to, the excess is recognised in
the same pattern as for the services that the customer does use.
over the period in which the jobseeker can access the services.

over the period in which the student studies a particular unit. For Higher Education it is
typically four months. For Vocational Education (VET), the length of time to complete
units can vary so an estimate is made.

when the service is provided to the customer. Revenue is recognised on a net basis as
the business operates as the agent under the terms and conditions of the contractual
arrangement.
when the service is provided to the customer. Revenue is recognised on a gross
basis as the business operates as the principal under the terms and conditions of the
contractual arrangement.
when the service is provided to the customer. Revenue was recognised on a gross
basis when the business operated as the principal under the terms and conditions of
contractual arrangements.

Commencing from Q3 FY2020, the standardised contractual terms and conditions
were modified for new contracts. The revisions to the contract provide a refined scope
of services with the customer now bearing any potential employment risks associated
with the contract. Upon transition to the new agreement, the business operates as an
agent and revenue is recognised on a net basis.

Other sales revenue
Campus recruitment services
Provision of training services
Other revenue
Dividend income
Interest income

when the service is provided to the customer.
when the service is provided to the customer.

when the right to receive payment is established.
on a time proportion basis using the effective interest method.

Allocation of transaction price to services in a bundled contract
Where a contract identifies multiple services (performance obligations) that can be used independently of one another, the consideration is
allocated between them on the basis of their relative standalone selling prices. This is usually the price at which the service is sold separately.

Contract costs
Costs incurred in the acquisition of contracts, predominantly sales commissions, are considered to be recoverable.

Applying the practical expedient in paragraph 94 of AASB 15 Revenue from Contracts with Customers, the Group recognises the incremental
costs of obtaining contracts as an expense when incurred because the amortisation period of the assets that the Group otherwise would
have recognised is one year or less.

Variable consideration
Certain education contracts include variable amounts of consideration dependent on the occurrence or non-occurrence of future events. The
Group estimates the amount of revenue to be recognised based on historical and forecast information.

Financial Report84

2. Revenue continued

Online employment marketplaces
Education
Business process outsourcing
Other sales revenue
Sales revenue
Interest income
Revenue

2020
$m

1,110.5
141.7
191.4
133.8
1,577.4
17.8
1,595.2

2019
$m

1,217.6
134.2
53.0
132.5
1,537.3
20.0
1,557.3

Sales revenue recognised during the financial year ended 30 June 2020 includes $399.6m (2019: $366.9m) that was included in the
opening balance of unearned income at the beginning of the corresponding period.

At 30 June 2020, the Group is party to contracts with customers for services that have not yet been delivered (or fully delivered)
at that date. Some amounts have already been invoiced to the customer in line with the terms of the contract, and are therefore
recognised within unearned income, whereas other amounts are yet to be invoiced.

The Group has chosen to apply the practical expedient in paragraph 121 of AASB 15 Revenue from Contracts with Customers and
therefore has not disclosed information about contracts that are expected to be completed in one year or less. Of the contracts with
a duration of more than one year, the Group expects to recognise future revenue of $4.0m (2019: $6.0m).

The Group has provided temporary customer relief in response to COVID-19 by its investment in hirer support packages including
pausing minimum commitments, extending contract lives and providing credits for job advertisements no longer needed in Q4
FY2020.

SEEK Limited Annual Report 202085

3. Other income and expenses

This note provides a breakdown of the items included in other income, finance costs and the recognition of any other gains/(losses)
during the financial year.

(a) Other income

Gain on disposal of equity accounted investments
Fair value gain on financial asset
Government grants (i)
Others
Total other income

(i) Government grants

Notes

8(b)(i)

2020
$m

-
-
13.2
4.7
17.9

2019
$m

2.5
3.2
2.8
-
8.5

In FY2020, the Group has recognised the subsidy payments from the following governments: Australia $9.7m, People’s Republic of
China $3.2m, South East Asia $0.2m and New Zealand $0.1m.

Due to the economic impacts of COVID-19, many geographies in which SEEK operates have provided government support. The
Group recognised $8.4m from these initiatives comprising Australia and New Zealand $8.2m and South East Asia $0.2m.

In accordance with AASB 120 Accounting for Government Grants and Disclosure of Government Grants, the Group has elected to
present Government grants received in FY2020 as other income.

(b) Finance costs

Interest expense
Interest expense on lease liabilities
Borrowing costs written off

Other finance charges paid/payable
Total finance costs

Notes

14(b)(ii)

2020
$m

73.9
3.2

1.0
0.7
78.8

2019
$m

64.4
-

1.8
0.6
66.8

Profit/(loss) before income tax expense includes net gains on foreign exchange movements of $2.9m (2019: $8.0m gain), which are
classified as ‘Operations and administration’ costs in the Consolidated Income Statement.

Financial Report86

4. Earnings per share

Accounting Policy

Diluted Earnings Per Share (EPS) reflects the following adjustments:

•

the impact on profit if the subsidiaries’ outstanding employee options were fully exercised, resulting in SEEK’s
ownership being diluted; and

the effect of employee options and rights in SEEK Limited, calculated by comparing the number of shares that would
be issued if all options/rights were exercised with the number of shares the Company could hypothetically buy back on
market using the exercise price (the dilutive impact being the difference between the two). Employee options and rights
are only treated as dilutive when their conversion to ordinary shares would decrease EPS or increase the loss per share.

Basic earnings per share
Diluted earnings per share

(a) Reconciliation of earnings used in calculating EPS

Profit/(loss) attributable to owners of SEEK Limited (for basic EPS)
Potential dilutive adjustment for subsidiary option plans
Adjusted profit/(loss) attributable to owners of SEEK Limited (for diluted EPS)

(b) Weighted average number of shares

Weighted average number of shares used as denominator in calculating basic EPS
Weighted average of potential dilutive ordinary shares:
- WSP Options
- WSP Rights
- Equity Rights and Performance Rights
Weighted average number of shares used as the denominator in calculating diluted EPS

2020
Cents

(31.7)
(32.6)

2019
Cents

51.3
50.1

2020
$m

(111.7)
(3.2)
(114.9)

2019
$m

180.3
(3.1)
177.2

2020
number

2019
number

352,082,752

351,183,978

-
-
-
352,082,752

-
2,032,436
392,227
353,608,641

The weighted average of potential ordinary shares excludes 1,004,229 Wealth Sharing Plan (WSP) Options (2019: 536,013) which
have an exercise price that is higher than the average share price for the period. If these WSP Options were to be exercised
the Company could hypothetically use the proceeds to buy back more shares than it issues, resulting in a net positive impact
to shareholders.

The conversion of share rights would decrease the loss per share for the year ended 30 June 2020 and therefore its impact has been
excluded from the diluted earnings per share calculation.

SEEK Limited Annual Report 202087

5. Income tax

Critical accounting estimates and assumptions

Uncertain tax positions

The Group applies its current understanding of the tax law to
estimate tax liabilities where the ultimate tax position is uncertain.
When the tax position is ultimately determined or tax laws change,
the actual tax liability may differ from this current estimate.

Research and development incentive

The research and development incentive available to the Group
is estimated in the accounts because a full assessment of the
position cannot be made by the reporting date. It is the policy
of the Group to only bring to account the preliminary portion
of expenses that is reasonably expected to be claimable at
reporting date.

Accounting Policy

Each entity in the Group uses the tax laws in place or those that
have been substantively enacted at reporting date in the relevant
jurisdiction to calculate income tax. For deferred income tax, the
entity also considers whether these laws are expected to be in
place when the related asset is realised or the liability is settled.

Deferred tax assets and liabilities are recognised on all deductible
and taxable temporary differences respectively, except for:

•

the initial recognition of goodwill;

• any undistributed profits of the Company’s subsidiaries,

associates or joint ventures where either the distribution of
those profits would not give rise to a tax liability or the directors
consider they have the ability to control the timing of the
reversal of the temporary differences and it is probable that the
temporary difference will not reverse in the foreseeable future;
and

•

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 accounting profit nor taxable profit or loss.

Deferred tax assets:

• are recognised only to the extent that it is probable that there

are sufficient future taxable profits to recover these assets. This
assessment is reviewed at each reporting date;

• are offset against deferred tax liabilities in the same tax

jurisdiction, when there is a legally enforceable right to do so
and they relate to taxes levied by the same taxation authority;
and

Tax rate applicable to Beijing Wangpin, ATS and Zhilian HR
Services (PRC subsidiaries of Zhaopin Ltd)

Beijing Wangpin Consulting Co., Ltd and Enlightenment Personnel
Assessment Technology (Beijing) Co. Ltd (ATS) both qualified as a
High and New Technology Enterprise (HNTE) from 1 January 2017
to 31 December 2019. They reapplied for HNTE status for a three
year period from 1 January 2020 and are expected to maintain that
status. Zhilian HR Resources Services Co., Ltd qualifies as a HNTE
from 1 January 2018 to 31 December 2020. An income tax rate of
15% applies to entities with HNTE status and as such, income tax
for the year and deferred tax balances of Beijing Wangpin, ATS and
Zhilian HR Services as at 30 June 2020 have been calculated using
a 15% tax rate.

• acquired as part of a business combination, but not satisfying
the criteria for separate recognition at that date, would be
recognised subsequently if new information about facts and
circumstances changed. If the changed circumstances existed
at the acquisition date, it would be treated as a reduction to
goodwill (as long as it does not exceed goodwill), otherwise
through profit or loss.

SEEK Limited and its wholly-owned Australian subsidiaries formed
an Australian income tax consolidated group in 2004. These
entities have tax sharing and tax funding agreements in place.
Refer to Note 21 for further information.

Adoption of Voluntary Tax Transparency Code

On 3 May 2016, the Australian Treasurer released a Voluntary Tax
Transparency Code (the Voluntary Code). The Voluntary Code
recommends additional tax information be publicly disclosed to
help educate the public about the corporate sector’s compliance
with Australia’s tax laws. SEEK fully supports and signed up to
this Voluntary Code from FY2016. Accordingly, the income tax
disclosures in this note include the recommended additional
disclosures under Part A of the Voluntary Code.

SEEK’s latest Tax Transparency Report can be found on the Reports
& Presentations page in the Investors section of the Company’s
website at https://www.seek.com.au/about/investors/reports-
presentations.

Financial Report88

5. Income tax continued

(a) Income tax expense

Current tax
Deferred tax
Under provision in prior years (current tax)
Over provision in prior years (deferred tax)
Income tax expense in the Consolidated Income Statement

Deferred income tax expense included in income tax expense comprises:
Increase in deferred tax assets
(Decrease)/increase in deferred tax liabilities

(i) Reconciliation of income tax expense

(Loss)/profit before income tax expense
Income tax calculated @ 30% (2019: 30%)

Increase/(decrease) in income tax expense due to:
Impairment loss
Post-tax share of results of equity accounted investments
Financing, transaction and legal costs
Non-deductible employee benefits
Research and development incentive
Overseas tax rate differential
Under provision in prior years
Other
Income tax expense in the Consolidated Income Statement

2020
$m

60.9
(16.7)
0.6
(0.2)
44.6

(12.5)
(4.4)
(16.9)

2020
$m

(46.2)
(13.9)

57.5
12.0
6.2
4.6
(15.7)
(9.1)
0.4
2.6
44.6

2019
$m

77.9
6.7
3.6
(2.4)
85.8

(5.7)
10.0
4.3

2019
$m

284.2
85.3

-
4.9
8.1
7.2
(14.2)
(4.5)
1.2
(2.2)
85.8

(a)
(b)
(c)
(d)
(e)
(f)

Explanation of key items:
(a)
(b)
(c)
(d)
(e)
(f)

Non-deductible accounting impairment loss excluding brand intangibles (refer Note 12 Impairment).
SEEK’s share of associates’ results is taken up net of associates’ tax expense.
Non-deductible financing, transaction and legal costs throughout the Group.
Non-deductible share-based payments and other employee benefits throughout the Group.
Research and development incentives utilised throughout the Group.
The Group’s international profits are taxed at local rates which vary from the Australian corporate tax rate.

SEEK Limited Annual Report 202089

(ii) Effective tax rate

(Loss)/profit before income tax expense
Add: Impairment loss
Add: Post-tax share of results of equity accounted investments
(A) Adjusted profit before income tax expense(2)

(B) Income tax expense
Effective tax rate (B/A)

(1) Excludes dividends within the Group.

SEEK Group

Australian operations(1)

2020
$m

(46.2)
203.1
39.9
196.8

44.6
22.7%

2019
$m

284.2
-
16.5
300.7

85.8
28.5%

2020
$m

43.7
-
28.9
72.6

23.2
32.0%

2019
$m

135.2
-
11.1
146.3

43.9
30.0%

(2)

Impairment loss and post-tax share of results from SEEK’s equity accounted investments have been excluded from the effective tax rate calculation to ensure the effective tax rate accurately
reflects the actual tax payable on SEEK’s profit.

(iii) Reconciliation of income tax expense to net current tax liabilities

Income tax expense in the Consolidated Income Statement

Add/(subtract):
Deferred tax assets charged to income
Deferred tax liabilities credited/(charged) to income
Under provision in prior years
Current year tax included in income tax expense

Add/(subtract):
Net opening balance carried forward
Tax payments made to tax authorities
Under provision in prior years (current tax)
Current tax recognised directly in equity
Acquisition of subsidiary's tax payable
Foreign exchange
Other
Net current tax liabilities

Net current tax liabilities comprises:
Current tax assets in the Consolidated Balance Sheet
Current tax liabilities in the Consolidated Balance Sheet
Net current tax liabilities

(b) Amounts recognised directly in equity

2020
$m

44.6

12.3
4.4
(0.4)
60.9

27.4
(66.6)
0.6
(2.4)
-
1.2
0.9
22.0

(3.2)
25.2
22.0

2019
$m

85.8

3.3
(10.0)
(1.2)
77.9

38.4
(91.0)
3.6
(1.3)
0.1
0.8
(1.1)
27.4

(3.6)
31.0
27.4

Tax relating to certain taxable or deductible items are recognised in other comprehensive income or directly in equity rather than
through the Consolidated Income Statement.

Relating to items recognised in other comprehensive income:
Deferred tax credited directly to foreign currency translation reserve
Deferred tax credited directly to cash flow hedge reserve
Total tax recognised in other comprehensive income

Relating to items recognised directly in equity:
Deferred tax credited directly to retained profits
Deferred tax (debited)/credited directly to share-based payment reserve
Current tax credited directly to retained profits on issuance of new shares
Total tax recognised directly in equity

2020
$m

0.9
1.5
2.4

1.2
(0.6)
2.4
3.0

2019
$m

0.1
4.1
4.2

-
1.0
1.3
2.3

Financial Report
90

5. Income tax continued

(i) Deferred tax balances
Deferred tax balances in the Consolidated Balance Sheet comprise temporary differences attributable to the following items:

As at 30 June

Share-based payments

Provisions and accruals

Employee benefits

Unrealised foreign exchange

Research and development incentive

Tax losses recognised

Property plant and equipment

Cash flow hedge

Other

Deferred tax assets

Intangible assets

Withholding tax on undistributed profits

Other

Deferred tax liabilities

Net deferred tax liabilities

2020
$m

7.0

28.5

11.0

9.5

(24.9)

11.2

6.1

5.3

5.0

58.7

86.6

35.0

5.9

127.5

68.8

2019
$m

8.8

22.9

12.3

3.7

(24.9)

9.5

2.7

3.7

7.3

46.0

99.4

33.8

5.4

138.6

92.6

Certain deferred tax liability balances are shown as part of deferred tax assets, as they originate in the same jurisdiction as, and can
be offset against, other deferred tax assets.

(ii) Deferred tax charged to income

For the year ended 30 June

Share-based payments

Provisions and accruals

Employee benefits

Unrealised foreign exchange

Research and development incentive

Tax losses recognised

Property plant and equipment

Other

Deferred tax assets

Intangible assets

Withholding tax on undistributed profits

Other

Deferred tax liabilities

Net deferred tax (credited)/charged to income

(iii) Deferred tax movements

For the year ended 30 June

Opening net deferred tax liabilities

(Credited)/charged to income
Credited to other comprehensive income and equity
Acquisition of subsidiaries
Other reserves
Exchange differences
Closing net deferred tax liabilities

2020
$m

0.4

(7.0)

1.2

(6.0)

(2.4)

(1.9)

3.2

(12.5)

(6.5)

2.2

(0.1)

(4.4)

(16.9)

2020
$m

92.6
(16.9)
(3.0)
-
-
(3.9)
68.8

2019
$m

0.9

(5.0)

(0.6)

(3.7)

0.7

(0.7)

(1.4)

4.1

(5.7)

(2.4)

10.7

1.7

10.0

4.3

2019
$m

90.3
4.3
(5.2)
0.9
(0.9)
3.2
92.6

SEEK Limited Annual Report 202091

Financing and risk management

6. Net debt

Accounting Policy

Borrowings are initially recognised net of transaction costs
incurred. Fees paid on the establishment of loan facilities are
recognised as transaction costs where it is probable that some
or all the facility will be drawn down. The fee is deferred until the
drawdown occurs and is amortised on a straight-line basis over the
entire life of the facility.

Borrowings are classified as current liabilities unless the Group has
the right to defer settlement of the liability for at least 12 months
after the reporting period.

Cash and cash equivalents include cash on hand, deposits held at
call with financial institutions, and other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.

(a) Cash and cash equivalents

Cash and short-term deposits held in certain Asian countries (including China) are subject to local exchange control regulations.
These regulations provide for restrictions on exporting capital from those countries, other than through normal dividends. Cash and
bank balances at 30 June 2020 include RMB41.2m (A$8.5m) held by some subsidiaries in the People’s Republic of China, which is
not freely convertible into other currencies for transfer around the Group (2019: A$6.9m).

At 30 June 2020, cash and cash equivalents include $63.9m (2019: $64.8m) of short-term deposits and debentures held by ANZ,
Brasil Online (BOL), Catho and Sidekicker. These highly liquid deposits and investments are readily convertible into known cash
amounts and are subject to insignificant risk of changes of value.

(b) Borrowings

Bank Loans - unsecured
Bank Loans - secured
Capital Markets Debt - unsecured
Less: transaction costs capitalised
Total borrowings

Current

Non-current

2020
$m

59.8
83.6
-
-
143.4

2019
$m

3.7
129.4
-
-
133.1

2020
$m

1,156.7
323.3
325.0
(7.4)
1,797.6

2019
$m

995.3
302.7
175.0
(6.4)
1,466.6

The Group had access to $322.5m in undrawn facilities at 30 June 2020 (2019: $603.3m).

Financial Report92

6. Net debt continued

Financing and credit facilities
The overall funding structure of the SEEK Group includes bank loans and capital markets debt funding as follows:

Facility Type

Maturity

Drawn

Undrawn

2020
$m

2019
$m

2020
$m

2019
$m

Total

2020
$m

2019
$m

SEEK Limited - Non-current

Bank facilities - unsecured (i)
Tranche A (Revolving)
Tranche B (Revolving)
Tranche C (Revolving)
Tranche D (Term Loan)
Tranche E (Term Loan)
Capital Markets Debt (ii)
A$ Floating Rate Notes
A$ Subordinated Floating Rate Notes
Zhaopin - Current

Bank facilities - unsecured (iii)
Working Capital Facilities
Bank facilities - secured (iv)
Loan Facility
Amortising Term Loan Facility
Zhaopin - Non-current

Bank facilities - secured (iv)
Loan Facility
Amortising Term Loan Facility
Loan Facility
Revolving Credit Facility

A$362.5m
Nov 2022
Nov 2023
A$105.0m
Nov 2024 US$175.3m
Nov 2023 US$100.0m
Nov 2024 US$200.0m

A$335.0m
A$90.0m
US$100.3m
US$100.0m
US$200.0m

-
A$145.0m
US$77.2m
-
-

A$40.0m
A$160.0m
US$174.7m
-
-

A$362.5m
A$250.0m
US$252.5m
US$100.0m
US$200.0m

A$375.0m
A$250.0m
US$275.0m
US$100.0m
US$200.0m

Apr 2022
Jun 2026

A$175.0m
A$150.0m

A$175.0m
n/a

-
-

-
n/a

A$175.0m
A$150.0m

A$175.0m
n/a

Jul 2020 RMB290.9m

RMB18.0m

RMB19.0m RMB182.0m RMB309.9m RMB200.0m

Jul 2020
Sep 2020

US$30.0m
US$27.5m

-
-

US$30.0m
US$27.5m

Aug 2022
Sep 2022
Oct 2022
Aug 2023

US$70.0m
US$55.0m
US$97.5m
-

US$70.0m
US$82.5m
US$29.7m
US$63.2m

-
-
USD$2.5m
US$40.0m

-
-
US$70.3m
US$11.8m

US$70.0m
US$55.0m
US$100.0m
US$40.0m

US$70.0m
US$82.5m
US$100.0m
US$75.0m

(i) As at 30 June 2020, A$1,156.7m principal had been drawn down against the facility, comprising A$467.5m and US$475.3m
(2019: A$995.3m, comprising A$425.0m and US$400.3m). The SEEK Limited Borrower Group includes SEEK Limited and all
subsidiaries in which its ownership is at least 90%.

(ii) A Guaranteed Euro Medium Term Note (EMTN) Programme was originally established in March 2017 with a programme limit of
EUR 1 billion. Under the programme the Group may from time to time issue notes denominated in any currency, with funds raised
under the programme to be used for general corporate purposes. In December 2019, the Group issued A$150.0m of A$ Subordinated
Floating Rate Notes with a maturity date of June 2026 and a first optional redemption date of June 2023. These notes are unsecured
and subordinate to SEEK’s existing unsecured bank debt and A$ Floating Rate Notes. The Group initiated a redemption of the April
2022 A$175.0m Floating Rate Notes in June 2020, that completed in July 2020 and was funded from available cash balances. The
Group also completed an A$75.0m “tap” issuance of the June 2026 A$ Subordinated Floating Rate Notes in July 2020, increasing the
total outstanding to A$225.0m.

(iii) The facilities are non-recourse to the SEEK Limited Borrower Group. In July 2020, total RMB working capital facilities increased
from RMB309.9m to RMB439.9m, and maturity dates were extended. Updated facilities include two RMB facilities of RMB300.0m
and RMB100.0m that were extended until December 2020 and July 2021 respectively, and a new facility of RMB40.0m maturing in
January 2021.

(iv) The facilities are supported by funds on deposit of A$442.8m within Zhaopin Limited and are non-recourse to the SEEK Limited
Borrower Group (2019: A$466.2m). During July 2020 Zhaopin implemented and drew down on a new US$30.0m loan facility
maturing in July 2023, and repaid the US$30.0m facility expiring in July 2020.

SEEK Limited Annual Report 202093

Year ended 30 June 2020

Facility limit

Borrowings
$m
Note 6(b)

Cash
$m

Short-term
investments
$m
Note 8(b)

Funds on
deposit
$m
Note 10(i)

Net cash/
(debt)
$m

SEEK Limited A$ bank debt
SEEK Limited US$ bank debt
SEEK Limited A$ Floating Rate Notes
SEEK Limited A$ Subordinated Floating Rate Notes

A$612.5m
US$552.5m
A$175.0m
A$150.0m

Cash & short-term investments
SEEK Limited Borrower Group(1)

Zhaopin
Zhaopin

Other

SEEK GROUP
Less: transaction costs capitalised
Per Consolidated Balance Sheet

RMB309.9m
US$322.5m

A$2,270.9m

(467.5)
(689.2)
(175.0)
(150.0)
(1,481.7)

(1,481.7)

(59.8)
(406.9)
(466.7)
-

(1,948.4)
7.4
(1,941.0)

337.7
337.7

245.8
21.3

604.8

0.1
0.1

-
0.1

0.2

(1,481.7)
337.8
(1,143.9)

442.8
-

221.9
21.4

442.8

(900.6)

Consolidated net interest cover: EBITDA(2) / Net interest
Consolidated net leverage ratio: Net debt / EBITDA(2)

7.0
2.2

(1) Borrower Group includes SEEK Limited and all subsidiaries in which its ownership is at least 90%. Borrower Group EBITDA for the year ended 30 June 2020 was $310.3m (2019: $368.7m)

inclusive of cash dividends received from excluded subsidiaries OES $29.6m (2019: $37.5m) and amounts received from equity accounted investments in the form of cash dividends or return of
capital $11.6m (June 19: $0.9m).

(2) EBITDA is defined and reconciled to consolidated profit before income tax expense in Note 1 Segment information.

Year ended 30 June 2019

SEEK Limited A$ bank debt
SEEK Limited US$ bank debt
SEEK Limited A$ Floating Rate Notes

Cash & short-term investments
SEEK Limited Borrower Group

Zhaopin
Zhaopin

Other

SEEK GROUP
Less: transaction costs capitalised
Per Consolidated Balance Sheet

Facility limit

A$625.0m
US$575.0m
A$175.0m

RMB200.0m
US$385.0m

A$2,209.4m

Borrowings
$m
Note 6(b)

Cash
$m

Short-term
investments
$m
Note 8(b)

Funds on
deposit
$m
Note 10(i)

Net cash/
(debt)
$m

(425.0)
(570.3)
(175.0)
(1,170.3)
-
(1,170.3)

(3.7)
(432.1)
(435.8)
-

(1,606.1)
6.4
(1,599.7)

60.7
130.8
191.5

147.4
44.0

382.9

-
0.1
0.1

-
-

-
-
-

(1,109.6)
130.9
(978.7)

466.2
-

177.8
44.0

0.1

466.2

(756.9)

Consolidated net interest cover: EBITDA / Net interest
Consolidated net leverage ratio: Net debt / EBITDA

10.2
1.7

Financial Report94

7. Notes to the cash flow statement

(a) Reconciliation of profit for the year to net cash inflow from operating activities

The table below shows the reconciliation of profit after tax to operating cash flow. Operating cash flow is, broadly speaking, the net
cash amount of receipts from our customers and payments to our suppliers. The difference between profit and operating cash flow
is generally due to:

•

items included in profit which have no cash impact (e.g. depreciation, amortisation, share of results from equity accounted
investments and impairment);

•

items included in profit which are not related to operations (e.g. fair value changes in financial assets);

• payments/receipts being made in the current financial year in relation to previous or future financial years (e.g. opening balances

on debtor/creditor accounts); and

•

foreign exchange movements which cause operating assets and liabilities balances to fluctuate.

(Loss)/profit for the year
Non-cash items
Impairment loss
Depreciation and amortisation
Share of results of equity accounted investments
Amortisation of share-based payments
Aggregated tax amounts arising in the reporting period recognised directly in equity
Net loss on derivative instruments at fair value through profit and loss
Other
Non-operating items
Gain on disposal of equity accounted investment
Fair value gain on financial asset
Write-off of borrowing costs
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in current tax assets
(Increase)/decrease in deferred tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in unearned income
Increase/(decrease) in current tax liabilities
Increase/(decrease) in provisions
Increase/(decrease) in deferred tax liabilities
Exchange gains/(losses) on translation of foreign operations
Net cash inflow from operating activities

2020
$m

(90.8)

203.1
133.9
39.9
17.2
(1.8)
14.8
5.5

-
-
1.0

44.0
0.4
(12.7)
3.6
(50.2)
(5.8)
2.9
(11.1)
10.4
304.3

2019
$m

198.4

-
85.8
16.5
18.1
(2.3)
-
2.3

(2.5)
(3.2)
1.8

(2.5)
(3.6)
(12.1)
19.7
33.8
(7.4)
2.6
14.4
12.8
372.6

SEEK Limited Annual Report 2020
95

(b) Changes in assets/liabilities arising from financing activities
This disclosure, which is a requirement of AASB 107 Statement of Cash Flows, allows users to understand changes in the balance of
certain liabilities such as borrowings. It also includes certain assets where cash flows have been, or will be, included in cash flows
from financing activities. The disclosure identifies changes from cash flows as well as non-cash changes such as acquisitions and
exchange differences.

Trade
and other
receivables

Funds on
deposit for
entrusted
loan
facilities
$m

118.7

26.2
4.2
-
-
-
2.4
151.5

15.4
(2.9)
-
-
-
-
(1.7)
162.3

Movement
type

Cash
Non-cash
Non-cash
Non-cash
Non-cash
Non-cash

Cash
Non-cash
Non-cash
Non-cash
Non-cash
Non-cash
Non-cash

Other financial assets

Borrowings

Other financial liabilities

Funds on
deposit for
entrusted
loan
facilities
$m

Short term
investments
$m

Derivative
assets
$m

Total
Borrowings
$m

Put option
$m

Derivative
liabilities
$m

0.1

-
-
-
-
-
-
0.1

0.1
-
-
-
-
-
-
0.2

249.9

10.6

1,299.2

60.3
(0.1)
-
-
-
4.6
314.7

(33.6)
2.7
-
-
-
-
(3.3)
280.5

-
-
(0.2)
(3.8)
1.7
-
8.3

-
-
-
3.6
(6.2)
-
-
5.7

256.9
-
3.5
-
-
40.1
1,599.7

322.0
-
-
10.6
4.5
1.0
3.2
1,941.0

18.8

-
0.4
-
-
-
-
19.2

-
-
-
-
-
-
-
19.2

3.2

-
-
-
24.7
5.6
-
33.5

(15.0)
-
-
26.6
4.1
-
-
49.2

2019

Opening balance
Net cash flows from financing
activities
Interest received/receivable
Amortisation
Fair value through OCI
Fair value through profit and loss
Foreign exchange movements
Closing balance

2020

Net cash flows from financing
activities
Interest received/receivable
Amortisation
Fair value through OCI
Fair value through profit and loss
Write-off borrowing costs
Foreign exchange movements
Closing balance

Financial Report96

8. Financial instruments and fair value measurement

Accounting Policy

Derivatives are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured to their fair value at
each reporting period.

(i) Derivatives that qualify for hedge accounting

Hedge effectiveness is determined at the establishment of the hedge relationship. This relates to the extent that the hedging instrument (derivative)
offsets the changes in value of the hedged item (asset, liability or future transaction that is being hedged). It is measured through periodic
prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and the hedging instrument.

The Group uses the hypothetical derivative method and the critical terms match method to assess effectiveness of its hedge arrangements.

The Group designates certain derivatives as either:

Cash flow hedge

Risk that is being hedged

The risk of uncertain cash flows attributable to a particular risk associated with an asset, liability or
future transaction.

Treatment of gains or
losses

The effective portion of changes in the fair value is recognised in other comprehensive income and
accumulated in reserves in equity.

Treatment if the hedge
relationship finishes

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within
'operations and administration expenses’.
The hedge relationship will end when the hedging instrument expires or is sold or terminated, or when it no
longer meets the criteria for hedge accounting, or when the hedged risk occurs.

Gains and losses accumulated in equity remain in equity until the hedged item affects profit or loss. At this
time, the accumulated gain or loss is reclassified to profit or loss within:

•

‘finance costs’ for interest rate derivatives hedging variable rate borrowings; and

‘operations and administration expenses’ for other derivative instruments, where the underlying exposure
is not relating to funding the Company.

When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in
equity is immediately reclassified to profit or loss.

Fair value hedge
Risk that is being hedged

The risk of changes in the fair value of a financial asset, liability or unrecognised firm commitment.

Treatment of gains or
losses

The effective portion of changes in the fair value is recognised in other comprehensive income and
accumulated in reserves in equity.

Treatment if the hedge
relationship finishes

Net investment hedge

Risk that is being hedged

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within ‘operations
and administration expenses’. Where the hedged item is an equity instrument for which an election has been
made to present changes in fair value in other comprehensive income, the ineffective portion shall remain in
other comprehensive income.
The hedge relationship will end when the hedging instrument expires or is sold or terminated, or when it no
longer meets the criteria for hedge accounting, or when the hedged item is disposed of.

Gains and losses accumulated in equity remain in equity until the hedged item affects profit or loss. If the
hedged item is an equity instrument for which an election has been made to present changes in fair value in
other comprehensive income, those amounts shall remain in other comprehensive income.

The risk of changes in foreign currency when net assets of a foreign operation are translated from their
functional currency to Australian dollars.

Treatment of gains or
losses

The effective portion of changes in the fair value is recognised in other comprehensive income and
accumulated in reserves in equity.

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within ‘operations
and administration expenses’.

Treatment if the hedge
relationship finishes

The hedge relationship will end when the hedging instrument expires or is sold or terminated, or when it no
longer meets the criteria for hedge accounting, or when the hedged item is disposed of.

Gains and losses accumulated in equity remain in equity until the foreign operation ceases to be
consolidated. At this time, the accumulated gain or loss is recognised in profit or loss as part of the gain or
loss on disposal.

(ii) Derivatives that do not qualify for hedge accounting

Derivatives are only used for economic hedging purposes and not as speculative investments. However, certain derivative instruments do
not qualify for hedge accounting or are not designated for hedge accounting. Changes in the fair value of any derivative instrument that
does not qualify or is not designated for hedge accounting are recognised immediately in profit or loss and are included in ‘operations and
administration expenses’ or ‘finance costs’.

SEEK Limited Annual Report 202097

This note provides information about the Group's financial instruments, including:

(a) Valuation methodology of financial instruments;

(b) Composition of financial instruments held by the Group; and

(a) Valuation methodology of financial instruments
For financial instruments measured and carried at fair value, the Group uses the following fair value measurement hierarchy:

Level 1: fair value is calculated using quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices); and

Level 3: fair value is estimated using inputs for the asset or liability that are not based on observable market data
(unobservable inputs).

(b) Composition of the Group's financial instruments

Financial Instruments

Cash and cash equivalents

Net trade receivables
Funds on deposit for entrusted loan facilities

Other financial assets
Trade and other payables
Lease liabilities
Borrowings
Other financial liabilities

Valuation method

Amortised cost

Amortised cost
Amortised cost

Various
Amortised cost
Amortised cost
Amortised cost
Various

Note

6(c)

10
10

8(b)
13
14(b)
6(b)
8(b)

Current

Non-current

2020
$m

604.8
46.6

47.4
57.6
(307.3)
(28.0)
(143.4)
(70.0)

2019
$m

382.9
90.0

-
158.9
(260.3)
-
(133.1)
(40.0)

2020
$m

-
-

114.9
436.4
-
(36.0)
(1,797.6)
(3.1)

2019
$m

-
-

151.5
359.8
-
-
(1,466.6)
(24.0)

Further information regarding the Group's other financial assets and liabilities is provided below.

Other financial assets

Financial assets held at amortised cost

Hierarchy
level

Funds on deposit for entrusted loan facilities
Short-term investments
Security deposits
Financial assets at fair value through profit and loss (FVPL)
Investment in equity instruments (i)
Convertible loans (ii)
Derivative financial instruments (c)
Financial assets at fair value through other comprehensive income
(FVOCI)
Investment in equity instruments (i)
Investment in equity instruments (i)
Derivative financial instruments (c)
Total other financial assets

n/a
n/a
n/a

Level 3
Level 3
Level 2

Level 2
Level 3
Level 2

Other financial liabilities

Financial liabilities at fair value through profit and loss (FVPL)
Derivative financial instruments (c)
Put option (iii)
Contingent consideration
Financial liabilities at fair value through other comprehensive
income (FVOCI)
Derivative financial instruments (c)
Total other financial liabilities

Hierarchy
level

Level 2
Level 3
Level 3

Level 2

Current

Non-current

2020
$m

43.3
0.2
-

-
8.4
1.3

-
-
4.4
57.6

2019
$m

141.2
0.1
-

-
9.3
7.5

-
-
0.8
158.9

2020
$m

237.2
-
1.4

113.6
1.2
-

82.0
1.0
-
436.4

Current

Non-current

2020
$m

(10.0)
(19.2)
(1.6)

(39.2)
(70.0)

2019
$m

(5.9)
-
(6.5)

(27.6)
(40.0)

2020
$m

-
-
(3.1)

-
(3.1)

2019
$m

173.5
-
1.1

102.2
26.5
-

50.0
6.5
-
359.8

2019
$m

-
(19.2)
(4.8)

-
(24.0)

Financial Report98

8. Financial instruments and fair value measurement continued

Other financial assets and liabilities held by the Group as at 30 June 2020 are carried at an amount which closely approximates their
fair value.

The Group's exposure to various risks associated with financial instruments is discussed in Note 9 Financial risk management.

(i) Investment in equity instruments

As part of its overall investment strategy, the Group holds various investments in equity instruments that do not meet the
requirements of either consolidation or equity accounting, and which are not held for the purposes of trading. They are therefore held
at fair value.

The following table shows the summary of changes in the fair value of the Group's investment in equity instruments:

Opening fair value 1 July 2018
Additions
Unrealised gain recognised in other income
Foreign exchange movements
Closing fair value as at 30 June 2019

Additions
Change in fair value recognised in other comprehensive income
Foreign exchange movements
Closing fair value as at 30 June 2020

(ii) Convertible loans

FVPL
$m

97.7
-
3.2
1.3
102.2

12.6
-
(1.2)
113.6

FVOCI
$m

6.0
50.0
-
0.5
56.5

3.3
22.3
0.9
83.0

Total
$m

103.7
50.0
3.2
1.8
158.7

15.9
22.3
(0.3)
196.6

The Group has extended convertible loans to certain Early Stage Ventures. These loans are interest-bearing and subject to various
terms and conditions.

(iii) Put option
A put option has been recognised relating to the remaining shares held by non-controlling interests in JobAdder. Movements in the
estimated exercise value of this put option are recognised in the Consolidated Income Statement.

(c) Derivative financial instruments
The Group is party to derivative financial instruments (forward foreign exchange contracts, options and swaps) in the normal
course of business in order to hedge exposure to fluctuations in interest and foreign exchange rates in accordance with the Group's
treasury policies.

Derivatives are only used for economic hedging purposes and not as speculative instruments. The Group has the following
derivative instruments:

Derivative instrument

Derivatives designated as cash flow hedges
Forward foreign exchange contracts & options
Interest rate options contracts
Interest rate swap contracts
Derivatives designated as net investment hedges
Forward foreign exchange contracts
Foreign exchange options
Cross currency interest rate swap contracts
Derivatives not designated as hedges
Forward foreign exchange contracts & options
Cross currency interest rate swap contracts
Interest rate options & swap contracts
Total derivative financial instruments

Current assets

Current liabilities

2020
$m

2019
$m

0.2
-
-

0.9
-
3.3

1.3
-
-
5.7

-
-
-

-
-
0.8

1.2
6.3
-
8.3

2020
$m

-
(2.5)
(0.4)

-
(23.3)
(13.0)

(6.8)
(1.7)
(1.5)
(49.2)

2019
$m

(0.1)
(1.2)
(11.2)

(0.7)
(2.6)
(11.8)

(2.2)
-
(3.7)
(33.5)

SEEK Limited Annual Report 202099

9. Financial risk management

The Group maintains a capital structure for the business to ensure sufficient liquidity and support to fund business operations,
maintain shareholder and market confidence, provide strong stakeholder returns, and position the business for future growth.

The Group’s ongoing capital management approach is characterised by:

• Rolling cash flow forecast analyses and detailed budgeting processes which, combined with continual development of

relationships with banks and investors, is directed at providing a sound financial positioning for the Group’s operations and
financial management activities;

• A capital structure that provides adequate funding for the Group’s potential acquisition and investment strategies in order to build

future growth in shareholder value; and

•

Investment criteria that consider earnings accretion and risk adjusted rate of return requirements based on overall strategic goals.

The Group’s financial risk management is carried out by a central treasury department (Group Treasury) under policies approved by
the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating
units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as use of
derivative financial instruments and investment of excess liquidity.

Exposure to risks
The Group’s capital structure, global operations and the nature of the business activities result in exposure to operational risks and a
number of financial risks including:

Risk

Exposure arising from

Management

Foreign exchange risk - the risk that fluctuations in
foreign exchange rates may impact the Group results

Interest rate risk – the risk that fluctuations in interest
rates may impact the Group results

Liquidity risk – the risk that the Group might encounter
difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities

Translation risk - the risk of
unfavourable foreign exchange
movements in the translation of
the profits, assets and liabilities of
overseas subsidiaries operating in
functional currencies other than
Australian dollars
Transaction risk - the risk that
unfavourable foreign exchange
movements may have an adverse
impact on future cash flows
which are committed to in foreign
currencies
Long-term borrowings at variable
interest rates

Creating a natural hedge by matching debt with
underlying local currency earnings and investments

Where a natural hedge is not possible, creating
synthetic debt (via cross currency interest rate swaps)
to hedge some underlying earnings and balance
sheet exposures

When international cash inflows and outflows are
certain, use forward foreign exchange contracts or
options to hedge inflows/outflows

Where appropriate, adopt interest rate swaps or
options to fix some interest rates

Borrowings and other liabilities

Availability of cash, and committed and uncommitted
borrowing facilities

Credit risk – the risk that default by a counterparty
(debtor or creditor) could impact the Group’s financial
position and results

Cash and cash equivalents, and
derivative financial instruments

Use of financial institutions with an investment
grade rating

Trade receivables

Credit limits and credit checks

A summary of the Group's derivative financial instruments and its application of hedge accounting is outlined in Note 8 Financial
instruments and fair value measurement.

Financial Report100

9. Financial risk management continued

(a) Foreign exchange risk
The Group increasingly operates internationally and is therefore
exposed to foreign exchange risk arising from various currencies,
predominantly the US Dollar (USD), Chinese Renminbi (RMB),
Hong Kong Dollar (HKD), Malaysian Ringgit (MYR), Philippine
Piso (PHP), Singapore Dollar (SGD), British Pound (GBP), Euro
(EUR), Brazilian Real (BRL) and Mexican Peso (MXN).

As a result of this international presence, the Group is exposed to
both translation and transaction risk.

Risk management policy
The Group’s foreign exchange risk management policy is to
hedge up to 100% of anticipated significant cash flows in foreign
currencies (for example for one-off significant transactions)
for up to a six month period using external forward currency
contracts. The derivative instruments used for hedging these
types of exposures are forward foreign exchange contracts
and purchased net forward exchange option contracts. The
forward foreign exchange contracts taken up by the Group are
regularly reassessed.

If funding of equity in foreign subsidiaries is material, Group
Treasury will attempt to match the asset with borrowings in the
currency of that subsidiary to form a natural hedge to protect the
balance sheet. Where a natural hedge is not possible, synthetic
debt may be created using a cross currency interest rate swap.

Whilst, as mentioned above, the Group’s reported profits are
subject to foreign exchange translation risk, the current policy is
not to specifically hedge reported profits on the basis that:

•

there can be significant cost associated with hedging some
currencies, particularly in ‘emerging markets’ where SEEK has
significant exposures;

• profits do not always align with cash flow, and to the extent
that there is a mismatch between profits and cash flow,
hedging can create mismatches; and

•

the level of balance sheet (translation) and cash flow
(transaction) hedging undertaken already provides a degree of
protection against P&L translation risk.

Material arrangements in place at reporting date
The Group has foreign exchange options in hedging relationships
against the USD denominated portion of the Group’s syndicated
facility intended to limit the cost of making the repayments.

The Group has foreign exchange options, forwards and cross
currency swaps in hedging relationships to hedge the Group's
SGD, GBP and EUR net investments. At 30 June 2020, there is a
net liability on the foreign exchange options of $23.3m (2019: net
liability of $2.6m). Cross currency interest rate swap contracts
have a net liability of $9.7m (2019: net liability of $11.0m).

The Group also manages the foreign currency exposure on
USD debt which is not designated as a net investment hedge
and therefore revalued to profit and loss, by entering foreign
exchange forward and option contracts. At 30 June 2020, there
is a net liability on these derivatives of $5.5m (2019: net liability
$1.0m).

Material exposures and sensitivities
As noted above, the Group has significant offshore operations. In
addition to the revenue and earnings for these operations as set
out in the segment information (refer to Note 1) and other related
disclosures, there are also significant assets which are subject
to foreign exchange fluctuations, as set out in Note 11 Intangible
assets and Note 19 Interests in controlled entities. The method
for translating the Group’s offshore results, assets and liabilities
is described in Note 28 Other significant accounting policies.

A sensitivity analysis has been performed over possible
movements in relevant foreign currencies against the underlying
functional currencies in the short term subsequent to 30 June
2020. Utilising a range of +5% to -5%, the analysis showed that
the impact to the profit and loss would be less than $1.5m for
each of the common currency pairings.

At 30 June 2020, the Group’s largest exposure to foreign
currency exchange risk is in regards to the USD denominated
borrowings. This is the largest exposure that the Group has
in relation to a foreign currency denominated asset or liability
as it is repayable in USD but held by an Australian entity which
operates in Australian dollars.

At 30 June 2020, the amount of USD borrowings drawn down
on SEEK Limited’s USD bank debt was US$475.3m (2019:
US$400.3m). US$239.9m of this loan has been designated as
a net investment hedge with a further US$35.0m designated
as a fair value hedge for accounting purposes and therefore
movements are taken directly to equity, rather than impacting
profit or loss. The remaining US$200.4m of this loan has
been economically hedged by cross currency interest rate
swap contracts, forward foreign exchange contracts and USD
denominated assets.

SEEK Limited Annual Report 2020101

(b) Interest rate risk
The Group’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash
flow interest rate risk.

Risk management policy
To protect part of its borrowings from exposure to fluctuations in interest rates, the Group’s Treasury policy prescribes the use of
interest rate swaps and options.

Material arrangements in place at reporting date
The Group has entered into interest rate swaps and options under which it receives interest at variable rates and pays interest at fixed
rates. As shown in the table below, swaps and options in place at 30 June 2020 cover approximately 26% (2019: 36%) of the variable
loan principal outstanding on the Group’s loan facility.

2020

2019

AUD denominated borrowings

Bank loans - principal

Subordinated note
Senior Euro Medium Term Note
Less amounts covered by interest rate swaps

USD denominated borrowings

Bank loan - principal
Entrusted loan facilities
Less amounts covered by interest rate swaps or options

RMB denominated borrowings

Loan facility
Less amounts covered by interest rate swaps

Total Group borrowings

Total borrowings
Less amounts covered by interest rate swaps

Weighted
average
interest rate
%

2.5%
4.5%
3.1%
1.9%

3.6%
3.2%
2.6%

3.9%
n/a

3.2%
2.0%

Weighted
average
interest rate
%

3.3%
n/a
4.2%
1.8%

4.2%
3.9%
2.2%

4.8%
n/a

3.8%
1.9%

467.5
150.0
175.0
(435.0)
357.5

689.2
406.9
(72.5)
1,023.6

59.8
-
59.8

1,948.4
(507.5)
1,440.9

425.0
-
175.0
(450.0)
150.0

570.3
432.1
(135.4)
867.0

3.7
-
3.7

1,606.1
(585.4)
1,020.7

As at 30 June 2020, the Group has a net liability on its interest rate swaps and options of $4.4m (2019: net liability $16.1m). During
the year, the Group restructured some of its interest rate swap contracts to optimise its level of hedge cover and take advantage of
lower interest rates.

Material exposures and sensitivities
The weighted average interest rate for the year ended 30 June 2020 was 3.2% (2019: 3.8%). If the weighted average interest rate had
been 10% higher or 10% lower, interest expense would increase/decrease by $5.7m.

While the Group’s bank accounts are predominantly interest bearing accounts, funds that are in excess of short-term liquidity
requirements are generally invested in short-term deposits. Where excess funds are significantly in excess of short-term
requirements, they are then applied to reduce the syndicated loan facility balance. Given this, at 30 June 2020, there is not a material
interest rate risk relating to the Group’s cash balances.

Financial Report102

9. Financial risk management continued

(c) Liquidity risk
Prudent liquidity risk management requires maintaining sufficient cash and ensuring that all term deposits can be converted to funds at call.

Risk management policy
Due to the dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping the cash
reserves of the business accessible. The Group maintains borrowing facilities to enable the Group to borrow funds when necessary.
For details of these facilities, refer to Note 6 Net debt.

Material arrangements in place at reporting date
At 30 June 2020, the Group had access to borrowing facilities totalling $147.2m expiring within one year and $2,123.7m expiring
beyond one year (2019: $187.6m expiring within one year and $2,021.8m expiring beyond one year). The table below outlines the level
of drawn and undrawn debt at the balance sheet date.

Floating rate

Expiring within one year
Expiring beyond one year

Drawn

2020
$m

143.4
1,805.0
1,948.4

2019
$m

133.1
1,473.0
1,606.1

Undrawn

2020
$m

3.8
318.7
322.5

2019
$m

54.5
548.8
603.3

Total

2020
$m

147.2
2,123.7
2,270.9

2019
$m

187.6
2,021.8
2,209.4

Subject to continuing to meet certain financial covenants, certain revolving bank loan facilities may be drawn down at any time.
The Group is not subject to externally imposed capital requirements, other than the contractual banking covenants and obligations.
SEEK has obtained a temporary increase to key covenant limits in its senior syndicated debt facility through to June 2021.The Group
has complied with all bank lending requirements during the year and at the date of this report.

Material exposures
The below graph outlines the contractual undiscounted maturities of the Group's borrowing portfolio as at 30 June 2020 and prior to
the redemption and new issue activities set out in Note 6 Net debt:

900

800

700

600

500

m
$

400

300

200

100

Less than 1 year

1–2 years

2–3 years

3–4 years

>4 years

SEEK Limited - bank debt

SEEK Limited - EMTN

Zhaopin

SEEK Limited - undrawn

Zhaopin - undrawn

SEEK Limited Annual Report 2020At 30 June 2020

Non-derivatives
Trade payables
Lease liabilities
Put option
Contingent consideration
Borrowings
Total non-derivatives

Derivatives
Net settled
Interest rate swaps
Gross settled
Forward foreign exchange
contracts/options
- (inflow)
- outflow
Cross currency interest rate swaps
- (inflow)
- outflow
Total derivatives

103

Maturities of financial liabilities
The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual undiscounted
maturities for:

(a) all non-derivative financial liabilities, and

(b) net and gross settled derivative financial instruments.

Contractual maturities of financial
liabilities

Less than 6
months
$m

6 to 12
months
$m

Between 1
and 2 years
$m

Between 2
and 5 years Over 5 years
$m

Total
contractual
(inflows)/
outflows
$m

Carrying
amount
(assets)/
liabilities
$m

307.3
14.8
10.5
1.6
166.8
501.0

-
13.3
8.7
-
21.8
43.8

-
20.8
-
1.9
217.8
240.5

-
18.9
-
1.2
1,530.1
1,550.2

-
-
-
-
155.7
155.7

307.3
67.8
19.2
4.7
2,092.2
2,491.2

307.3
64.0
19.2
4.7
1,948.4
2,343.6

(14.5)

0.8

9.0

5.4

(320.2)
324.8

(1.5)
2.2
(9.2)

(18.7)
18.6

(90.7)
92.8
2.8

-
-

(80.9)
86.5
14.6

-
-

(111.7)
120.3
14.0

-
-

-
-
-

Contractual maturities of financial
liabilities

Less than 6
months
$m

6 to 12
months
$m

Between 1
and 2 years
$m

Between 2
and 5 years Over 5 years
$m

At 30 June 2019

Non-derivatives
Trade payables
Put option
Contingent consideration
Borrowings
Total non-derivatives

Derivatives
Net settled
Interest rate swaps
Gross settled
Forward foreign exchange
contracts/options
- (inflow)
- outflow
Cross currency interest rate swaps
- (inflow)
- outflow
Total derivatives

260.3
-
5.9
151.6
417.8

-
-
0.6
24.9
25.5

-
19.2
1.3
83.6
104.1

-
-
3.5
1,479.1
1,482.6

1.5

2.2

4.2

2.5

(353.6)
353.8

(51.7)
54.6
4.6

(36.3)
36.5

(1.6)
1.8
2.6

-
-

(3.2)
3.5
4.5

-
-

(193.6)
209.4
18.3

-
-
-
-
-

-
-

-
-
-

0.7

1.2

(338.9)
343.4

(284.8)
301.8
22.2

30.2

17.8

49.2

Total
contractual
(inflows)/
outflows
$m

Carrying
amount
(assets)/
liabilities
$m

260.3
19.2
11.3
1,739.2
2,030.0

260.3
19.2
11.3
1,606.1
1,896.9

10.4

11.1

(389.9)
390.3

(250.1)
269.3
30.0

5.6

16.8

33.5

Financial Report104

9. Financial risk management continued

(d) Credit risk
The Group’s exposure to credit risk arises from the potential default of the Group’s trade and other receivables as well as the
institutions in which the Group’s cash and cash equivalents are deposited, and with whom derivative instruments are traded, with a
maximum exposure equal to the carrying amounts of these assets.

Risk management policy
Credit risk in relation to trade and other receivables is managed in the following ways:

• The provision of credit is covered by a risk assessment process for all customers (e.g. appropriate credit history, credit limits, past

experience); and

• Concentrations of credit risk are minimised by undertaking transactions with a large number of customers.

Credit risk arising from the deposit of Group cash and cash equivalents is managed under the Group’s treasury policy which only
authorises dealings with financial institutions that have an investment grade rating.

Material exposures
Cash and cash equivalents at 30 June 2020 were $604.8m (2019: $382.9m). All amounts are invested with financial institutions
that have an investment grade rating. Funds on deposit to support entrusted loan facilities at 30 June 2020 were $442.8m (2019:
$466.2m). All amounts are invested with financial institutions that have an investment grade rating, and are held as security
against the borrowing facilities of Zhaopin. Given this, at 30 June 2020, there is not a material credit risk relating to the Group’s
cash balances.

Trade receivables at 30 June 2020 were $52.2m (2019: $94.2m). The Group does not hold any credit derivatives or collateral to offset
its credit exposure. Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair
value. The exposure to credit risk is relatively low due to the credit terms provided and the large and diverse customer base.

Net trade receivables
During the year, a total expense of $3.7m (2019: $0.7m) was recognised in the Consolidated Income Statement in relation to the
provision for doubtful debts and credit notes.

The following table shows the ageing of the Group’s net trade receivables at 30 June

Not past due
Past due less than 30 days
Past due 30 - 60 days
Past due 61 - 90 days
Past due 91 - 120 days
Past due 120+ days
Closing balance

2020
$m

29.7
7.7
3.0
2.1
3.0
1.1
46.6

2019
$m

55.0
23.8
5.6
3.1
0.9
1.6
90.0

SEEK Limited Annual Report 2020105

Assets and liabilities

Accounting Policy

Trade receivables are recognised initially at the amount stated on
the invoice and subsequently at the amount considered receivable
from the customer (amortised cost using the effective interest
method), less a provision for expected credit losses. These
receivables are interest-free and are generally due for settlement
within 30 days.

Amounts recognised as revenue, which are not yet able to be
invoiced to the customer, are recognised in the Consolidated
Balance Sheet as accrued revenue.

Once the amount is unconditionally payable by the customer,
it is invoiced and reclassified from accrued revenue to trade
receivables.

The creation or release of the provision for doubtful debts has
been included in ‘operations and administration’ expenses in the
Consolidated Income Statement and the creation or the release of
the credit note provision has been included within sales revenue.
Amounts charged to the provision are generally written off when
there is no expectation of recovering additional cash.

10. Trade and other receivables

Trade receivables

Less: loss allowance
Net trade receivables
Accrued revenue
Other receivables
Funds on deposit for entrusted loan facilities (i)
Prepayments
Total trade and other receivables

Current

Non-current

2020
$m

52.2
(5.6)
46.6
8.0
17.2
47.4
32.4
151.6

2019
$m

94.2
(4.2)
90.0
4.9
21.5
-
31.4
147.8

2020
$m

-
-
-
-
-
114.9
-
114.9

2019
$m

-
-
-
-
-
151.5
-
151.5

Receivables - Recoverability
The Group has applied a provision matrix to capture the different historical credit loss experience for different customer segments,
risk adjusted for expected delays in payment only due to impacts of COVID-19 on customers.

(i) Funds on deposit for entrusted loan facilities
The following table shows the Zhaopin funds on deposit to support entrusted loan facilities:

Opening funds on deposit as at 1 July 2019
Cash released from deposit to support entrusted loan facilities
Cash placed on deposit to support entrusted loan facilities
Transfer between current and non-current classification
Movement in interest received/receivable
Movement in exchange
Closing funds on deposit as at 30 June 2020

Other financial assets
- Note 8(b)

Other receivables
- Note 10

Current Non-current
$m

141.2
(139.3)
2.4
39.4
(0.6)
0.2
43.3

173.5
-
103.3
(39.4)
3.3
(3.5)
237.2

-
-
-
46.7
0.6
0.1
47.4

151.5
-
15.4
(46.7)
(3.5)
(1.8)
114.9

Total
$m

466.2
(139.3)
121.1
-
(0.2)
(5.0)
442.8

Financial Report106

11. Intangible assets

Critical accounting estimates and assumptions

Management has determined that some of the intangible assets
(brands and licences) recognised as part of business combinations
have indefinite useful lives. This means that the value of these
assets do not reduce over time and therefore they are not
amortised. These assets have no legal or contractual expiry date
and are integral to future revenue generation. Management intends
to continue to promote, maintain and defend the brands and

licences to the extent necessary to maintain their values for the
foreseeable future.

Management assesses the useful lives of the Group’s intangible
assets at the end of each reporting period. If an intangible asset is
no longer considered to have an indefinite useful life, this change is
accounted for prospectively.

Accounting Policy

Intangible assets are non-physical assets held by the Group in order to generate revenue and profit. These assets include goodwill, brands
and licences, software and website development and work in progress. They are recognised either at the cost the Group has paid for them
or at their fair value if they are acquired as part of a business combination. They are amortised over their expected useful life unless they are
considered to have an indefinite useful life.

Type of intangible asset

Valuation method

Amortisation method

Estimated
useful life

Goodwill

Brands and licences

Customer relationships

Software and website
development

Initially measured at cost. The
excess of consideration paid and
the amount of any non-controlling
interest in a business combination
over the fair value of the net
identifiable assets acquired is
recognised as goodwill
Initially at cost, or fair value if
acquired as part of a business
combination

Not amortised, reviewed for impairment at least
annually

n/a

Finite life brands, straight-line. Indefinite life
brands not amortised, reviewed for impairment
at least annually

Specific to
circumstances

Initially at fair value at date of
business combination
Initially at cost, or fair value if
acquired as part of a business
combination, and subsequently at
cost less accumulated amortisation

Straight-line

1 to 5 years

3 to 5 years

Work in progress

Cost

Not amortised as not ready for use

n/a

(i) Goodwill

Goodwill relates to the portion of amounts paid to acquire other entities which cannot be identified as separate assets but instead
represents expected future economic benefits. Goodwill on acquisition of subsidiaries is included in intangible assets whilst goodwill on
acquisitions of associates and joint ventures is included in the carrying amount of the investment. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.

(ii) Software and website development

Costs incurred in acquiring, developing and implementing new websites or software are recognised as intangible assets 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 expenditure capitalised comprises all directly attributable costs, including costs of materials, services, licences and direct labour.

(iii) Work in progress

Work in progress (WIP) represents intangible assets of other classes not yet put into use. These assets are transferred to another class of
assets, normally software and website development, on the date of completion.

SEEK Limited Annual Report 2020Notes

Goodwill
$m

Brands and
licences
$m

Customer
relationships
$m

Software
and website
development
$m

Work in
progress
$m

2019
Cost
Opening balance at 1 July 2018
Additions
Exchange differences
Acquisition of subsidiaries
Transfers
Closing balance at 30 June 2019
Amortisation
Opening balance at 1 July 2018
Amortisation charge
Exchange differences
Closing balance at 30 June 2019

Carrying value at 30 June 2019

2020
Cost
Opening balance at 1 July 2019
Additions
Acquisition of subsidiaries
Disposals
Exchange differences
Transfers
Closing balance at 30 June 2020
Amortisation
Opening balance at 1 July 2019
Amortisation charge
Disposals
Impairment loss
Exchange differences
Closing balance at 30 June 2020
Carrying value at 30 June 2020

12. Impairment

2,192.5
-
99.5
20.9
-
2,312.9

(179.0)
-
(13.0)
(192.0)

358.9
-
16.1
1.4
-
376.4

(3.7)
(0.1)
-
(3.8)

2,120.9

372.6

2,312.9
-
0.6
-
(77.6)
-
2,235.9

(192.0)
-
-
(129.0)
45.4
(275.6)
1,960.3

376.4
-
-
-
(17.7)
-
358.7

(3.8)
(0.6)
-
(11.4)
0.1
(15.7)
343.0

95.4
-
3.1
0.9
-
99.4

(72.7)
(7.0)
(4.0)
(83.7)

15.7

99.4
-
-
-
(1.2)
-
98.2

(83.7)
(7.1)
-
-
1.2
(89.6)
8.6

288.5
8.7
4.5
3.5
95.1
400.3

(155.2)
(61.9)
(2.6)
(219.7)

180.6

400.3
6.7
-
(1.2)
(7.7)
92.7
490.8

(219.7)
(82.2)
0.7
-
5.7
(295.5)
195.3

12(c)

107

Total
$m

2,963.2
105.8
123.0
26.7
-
3,218.7

(410.6)
(69.0)
(19.6)
(499.2)

27.9
97.1
(0.2)

(95.1)
29.7

-
-
-
-

29.7

2,719.5

29.7
107.4
-
-
(1.6)
(92.7)
42.8

-
-
-
-
-
-
42.8

3,218.7
114.1
0.6
(1.2)
(105.8)
-
3,226.4

(499.2)
(89.9)
0.7
(140.4)
52.4
(676.4)
2,550.0

Critical accounting estimates and assumptions

Goodwill and intangible assets with indefinite useful lives are
allocated to a cash-generating unit (CGU) or group of CGUs
and tested annually to determine whether they have suffered
any impairment.

• Ten year cash flow forecasts sourced from internal budgets and

long-term management forecasts;

• Terminal value growth rates applied to the period beyond the ten

year cash flow forecasts; and

The recoverable amounts of the CGU or group of CGUs to which
the assets have been allocated have been determined based on
value-in-use or fair value less costs of disposal calculations. These
calculations are performed based on cash flow projections and
other supplementary information which, given their forward looking
nature, require the adoption of assumptions and estimates.

The key assumptions and estimates utilised in management’s
assessments relate primarily to:

• Post-tax discount rates, used to discount the cash flows to

present value.

Each of these assumptions and estimates is based on a ‘best
estimate’ at the time of performing the valuation. However,
increases in discount rates or changes in other key assumptions,
such as operating conditions or financial performance, may cause
the recoverable amount of CGUs or groups of CGUs to fall below
their carrying amounts, resulting in an impairment loss being
recognised.

Financial Report108

12. Impairment continued

(a) Cash-generating units
Goodwill and other intangible assets are allocated to CGUs for the purpose of impairment testing.

CGU / Group of CGUs

Asia Pacific & Americas
SEEK New Zealand
SEEK Asia (i)
Brasil Online (ii)
OCC
Jora
GradConnection
SEEK Investments
Zhaopin
OES
JobAdder
Sidekicker

2020

2019

Intangible
assets with
indefinite
useful lives
$m

-
146.9
25.7
16.8
-
1.4

147.2
-
5.0
-
343.0

Goodwill
$m

5.7
1,055.4
-
8.6
1.1
14.7

520.4
336.1
12.6
5.7
1,960.3

Intangible
assets with
indefinite
useful lives
$m

-
145.3
51.6
20.4
-
1.4

148.9
-
5.0
-
372.6

Goodwill
$m

5.8
1,040.0
120.0
60.4
1.1
14.4

526.2
334.7
12.6
5.7
2,120.9

(i) SEEK Asia
SEEK Asia is a leading provider of online employment marketplaces operating across seven countries throughout South East Asia
and Hong Kong. The goodwill and intangible assets with indefinite useful lives relating to SEEK Asia are a significant component
of the Consolidated Balance Sheet. The goodwill for this business is attributable to the strong market position it holds and the high
growth potential in these emerging markets.

For the purpose of impairment testing, goodwill and intangible asset balances are assessed on the following basis:

• Goodwill is tested across the group of CGUs that comprise SEEK Asia as the goodwill balance contributes to the generation of

cash flows across the whole business; and

• The JobsDB and JobStreet brands are tested across the group of CGUs that comprise SEEK Asia as a high level of integration

has been achieved in the period post acquisition of JobStreet in November 2014, with management having exercised its ability to
direct cash flows from one brand to the other.

(ii) Brasil Online
Brasil Online (BOL) operates the two online employment marketplaces in Brazil, Catho Online and Manager Online, and considers
them as two CGUs. For the purpose of impairment testing, goodwill and intangible asset balances are assessed on the
following basis:

• Goodwill and Catho Online and Manager Online brands are tested across the group of CGUs that comprise Brasil Online as they

contribute to the generation of cash flows across the whole of the businesses.

(b) Impairment testing and key assumptions

The Group tests whether goodwill and other intangible assets have suffered any impairment as described above. Impairment is
recognised where the recoverable amount of an asset or CGU has fallen below the carrying amount.

The recoverable amounts of assets and CGUs have been determined based on the higher of:

• value-in-use (expected future cash flows from operating the asset/CGU); and

•

fair value less costs of disposal (expected net proceeds if the asset/CGU were sold).

These calculations require the use of key assumptions on which management has based its cash flow projections, as well as post-
tax discount rates. These key assumptions are discussed further on the next page.

The cash flow projections have been:

• derived from management forecasts based on next year’s budgeted result, with the remaining years based on management

forecasts; and

• compiled using a combination of past experience, current performance and market position as well as structural changes and

economic factors which have been derived based on external data and internal analysis.

SEEK Limited Annual Report 2020109

Key assumptions
Management determines the carrying value of certain CGUs / Groups of CGUs based on discounted future cash flow projections
which include estimates relating to: revenue, operating costs, capital expenditure and tax, in addition to the terminal growth rate and
discount rates noted in the table below. Future cash flow forecasts are derived based on judgement and management’s best
estimates with reference to key structural and market factors, and have been derived under a consistent approach to the prior year
impairment assessment, utilising past experience, external data and internal analysis. The key structural and market factors
considered in relation to the online employment businesses comprise labour market growth, rising internet penetration, continued
structural migration of advertising expenditure from print to online channels and GDP growth. Management also anticipate growth
from market penetration and continued evolution of products and services.

CGU / Group of CGUs

Valuation method

Years of cash
flow projection

Terminal
growth rate %

SEEK Asia
Brasil Online
OCC
GradConnection (i)
Zhaopin
OES
JobAdder (ii)
Sidekicker (iii)

Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal
Fair value less costs of disposal

10
10
10
n/a
10
10
n/a
n/a

2.4
3.5
3.0
n/a
2.6
2.3
n/a
n/a

Post-tax discount rate %

2020

11.5
16.0
13.5
n/a
12.5
9.5
n/a
n/a

2019

14.5
17.0
13.5
n/a
n/a
10.0
n/a
n/a

(i) GradConnection
On 8 February 2019, SEEK acquired a 100% interest in GradConnection Holdings Pty Ltd (together with its consolidated subsidiaries,
‘GradConnection’). GradConnection was consolidated in the SEEK Group result from that date. As at 30 June 2020, the recoverable
amount of its assets have been determined with reference to this transaction. There are no indicators to suggest that the fair value of
GradConnection has significantly changed since this transaction.

(ii) JobAdder

In determining the indicative fair value of SEEK’s Early Stage Ventures portfolio in the prior year (refer Note 20 Interests in equity
accounted investments), SEEK performed an indicative valuation assessment based on a revenue multiple as determined previously
by an independent valuer, adjusted for the latest financial performance. As at 30 June 2020, the recoverable amount of its assets
have been determined with reference to this indicative valuation assessment.

(iii) Sidekicker

In determining the indicative fair value of SEEK’s Early Stage Ventures portfolio in the prior year (refer Note 20 Interests in equity
accounted investments), SEEK obtained an external independent valuation for Sidekicker. As at 30 June 2020, the recoverable
amount of its assets have been determined with reference to this independent external valuation.

In its FY2020 results, SEEK recognised a total non-cash impairment loss of $203.1m in relation to Brasil Online, OCC and four of its
minority investments which sit outside its core investment themes.

The total impairment loss of $203.1m recognised in the Consolidated Income Statement is before the unwind of deferred tax
liabilities relating to impaired brand intangibles in Brasil Online ($3.9m) (refer Note 5 Income tax). The net impairment charge
of $199.2m (SEEK share: $198.4m) is classified as a significant item in SEEK’s FY2020 results and has no impact on SEEK’s
funding covenants.

Year ended 30 June 2020

Notes

Goodwill
Brands and licences
Other
Equity accounted investments
Total impairment loss (per Consolidated Income Statement)
Unwind of DTL relating to impaired Brand intangibles
Net impairment charge (post-tax)

11
11

20(b)

5(a)i

Brasil
Online (i)
$m

OCC (ii)
$m

AP&A Other
(iii)
$m

SEEK
Investments
ESVs (iii)
$m

86.3
11.4
3.0
-
100.7
(3.9)
96.8

42.7
-
-
-
42.7
-
42.7

-
-
-
20.8
20.8
-
20.8

-
-
-
38.9
38.9
-
38.9

Total
$m

129.0
11.4
3.0
59.7
203.1
(3.9)
199.2

Financial Report110

12. Impairment continued

(i) Brasil Online
As part of management’s impairment testing for the year ended 30 June 2020, the carrying amount of the goodwill and other
indefinite life intangible assets in Brasil Online was compared to the recoverable amount using a fair value less cost of disposal
(FVLCD) discounted cash flow (DCF) model. As at 30 June 2020, the carrying amount of Brasil Online exceeded its recoverable
amount by $96.8m and a net impairment loss of the same amount was recognised.

(ii) OCC
As part of management’s impairment review for the year ended 30 June 2020, the carrying amount of the goodwill and other
indefinite life intangible assets in OCC was compared to the recoverable amount using a fair value less cost of disposal (FVLCD)
discounted cash flow (DCF) model. As at 30 June 2020, the carrying amount of OCC exceeded its recoverable amount by $42.7m and
an impairment loss of the same amount was recognised.

(iii) Equity accounted investments
As part of management’s impairment review for the year ended 30 June 2020, the carrying amount of four of SEEK’s Early Stage
Ventures was compared to the recoverable amount. As at 30 June 2020, the carrying amount of these four investments exceeded
their recoverable amount by an aggregate amount of $59.7m (individually from $7m to $20m) and an impairment loss of the same
amount was recognised.

The impaired investments are all outside of SEEK’s core focus areas of Online Education, HR SaaS and Contingent Labour. The
decrease in the recoverable amounts of these assets reflects a combination of macro and political conditions, competitive intensity,
operational issues and significant impacts of COVID-19.

The Group did not recognise an impairment loss for the year ended 30 June 2019.

(d) Sensitivity analysis

Future net cash flows for each CGU / Group of CGUs are based on the key assumptions noted above, each of which are subject to
some uncertainty. Except for those CGUs / Group of CGUs noted below, any reasonable change in the key assumptions would not
result in the carrying amounts materially exceeding their recoverable amounts.

(i) Brasil Online
The decrease in the recoverable amount of Brasil Online as at 30 June 2020 largely reflects the devastating impact of COVID-19
across Brazil and the challenging economics of the candidate pays model in this environment. This has had, and is expected to
continue to have, a negative impact on the economy and the future cash flows of the business.

Consistent with 31 December 2019, the recoverable amount of Brasil Online is sensitive to:

i. Assumed improvements in the Brazilian economy, which has a significant impact on Brasil Online’s revenue growth profile; and

ii. The macro-economic and political environment (specifically key inputs such as market risk premium, inflation and interest rates)

which have an impact on the discount rate.

If the return to positive revenue growth were to be delayed until FY2024 (a further one year compared to management’s current
assumption), or the post-tax discount rate were to increase by 1%, the valuation indicated by the FVLCD DCF model would decrease
by approximately $9m and $4m respectively.

(ii) OCC
The decrease in the recoverable amount of OCC as at 30 June 2020 largely reflects the devastating impact of COVID-19 across
Mexico. This has had, and is expected to continue to have, a negative impact on the economy and the future cash flows of
the business.

Consistent with 31 December 2019, the recoverable amount of OCC is sensitive to:

i. Assumed timing of recovery from the cyclical downturn and operational improvements, which have a significant impact on OCC’s

revenue growth profile; and

ii. The macro-economic and political environment (specifically key inputs such as market risk premium, inflation and interest rates)

which have an impact on the discount rate.

If the return to positive revenue growth were to be delayed until FY2023 (a further one year compared to management’s current
assumption), or the post-tax discount rate were to increase by 1%, the valuation indicated by the FVLCD DCF model would decrease
by approximately $9m and $3m respectively.

SEEK Limited Annual Report 202013. Trade and other payables

Trade payables
Accruals
Dividend payable (i)
GST and other value added taxes payable
Other payables
Total trade and other payables

111

2019
$m

26.1
201.1
-
13.8
19.3
260.3

2020
$m

16.4
221.7
45.8
5.5
17.9
307.3

(i) On 6 April 2020, the Group announced that it had deferred payment of the 2020 interim dividend until 23 July 2020.

14. Leases

Accounting Policy

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group separates the lease and non-lease components of the contract and accounts for these separately. The consideration in the
contract is then allocated to each component on the basis of their relative stand-alone prices.

Leases as a lessee

The Group recognises a right-of-use asset and a lease liability at the commencement date of the lease. The asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date,
an estimate of make-good costs, and initial direct costs incurred, less any lease incentives received.

Subsequently, the asset is depreciated using the straight-line method from commencement date to the earlier of the end of its useful life
and the lease term.

Periodically, the asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Lease liabilities include the net present value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable,

• Variable lease payments that are based on an index or rate, initially measured using the index or rate as at the commencement date.

The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions. To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-free
interest rate adjusted for credit risk for leases held by the Group, and makes adjustments specific to the lease, e.g. term, country, currency
and security.

Subsequently, the lease liability is increased by the interest cost on the lease liability and decreased by lease payments made. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate or a change in the assessment of
whether renewal or termination options contained within the contract are reasonably certain to be exercised. When the lease liability is
remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset. Any excess is recorded in the
Consolidated Income Statement.

Lease payments are allocated between principal and finance cost. The finance cost is recorded in the Consolidated Income Statement over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The Group does not recognise right-of-use assets and lease liabilities for low-value assets. These leases are recognised as incurred and
treated as an expense in the Consolidated Income Statement.

Refer to Note 29 Changes in accounting policies for further information regarding the impacts of the adoption of AASB 16 Leases
which the Group applied from 1 July 2019.

Financial Report112

14. Leases continued

(i) Amounts recognised in the Consolidated Balance sheet

(a) Right-of-use assets
The Group leases various offices under non-cancellable agreements which primarily expire within one to five years. The leases have
varying terms, escalation clauses and renewal rights. On renewal, the terms of the lease are negotiated.

Year ended 30 June 2020

Balance recognised at 1 July 2019(1)
Additions to right-of-use assets
Disposals of right-of-use assets
Depreciation charge for the year
Impact of exchange differences
Balance at 30 June 2020

Property leases
$m

56.7
30.7
(3.6)
(26.5)
(1.8)
55.5

(1) The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied.

(b) Lease liabilities
On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating
leases’ under the principles of AASB 117 Leases. These liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The weighted average lessee’s incremental
borrowing rate applied to the lease liabilities on 1 July 2019 was 4.84%.

Current
Non-current
Total lease liabilities

Extension options

2020
$m

28.0
36.0
64.0

2019
$m

-
-
-

Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable
contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The
extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date
whether it is reasonably certain to exercise the extension options. The following factors are normally the most relevant in making
this determination:

•

if any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to
extend; and

• other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

As at 30 June 2020, potential future cash outflows of $6.5m (undiscounted) have not been included in the lease liability because it is
not reasonably certain that the leases will be extended (or not terminated).

The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in
circumstances within its control. During the current financial year, the financial effect of revising lease terms to reflect the effect of
exercising extension and termination options was an increase in recognised lease liabilities and right-of-use assets of $13.4m.

(ii) Amounts recognised in the Consolidated Income Statement

The following amounts relating to leases were recognised in the Consolidated Income Statement during the year ended 30 June:

Depreciation - right-of-use assets
Interest expense on lease liabilities (included in 'finance costs')

Impact of COVID-19

2020
$m

26.5
3.2

2019
$m

-
-

The Group has adopted the practical expedient in paragraph 46A of AASB 16 Leases and elected not to account for any rent
concessions granted as a result of the COVID-19 pandemic as a lease modification. The amount recognised in profit or loss due to
changes in lease payments arising from such concessions was $0.9m.

(iii) Amounts recognised in the Consolidated Statement of Cash Flows

The total cash outflow for lease liabilities during the year ended 30 June 2020 was $30.5m, comprising interest expense on lease
liabilities of $3.2m (recognised as ‘operating activities’) and principal elements of lease liabilities of $27.3m (recognised as ‘financing
activities’) (2019: nil).

The future cash outflows relating to leases that have not yet commenced are disclosed in Note 22 Commitments for expenditure.

SEEK Limited Annual Report 2020113

15. Provisions

Critical accounting estimates and assumptions

Following the guidance in AASB 3 Business Combinations, the
Group has recognised a provision for contingent liabilities acquired
in various business combinations. At acquisition, the provisions
were measured at the fair value of the contingent liabilities, which
reflected the range of possible outcomes across the portfolio of
contingent liabilities and is adjusted for risk.

The carrying amount of the provision has been reassessed in each
subsequent reporting period.

The settlement of these contingent liabilities is uncertain and the
difference between the settlement amounts and the amounts
provided for may be material.

Accounting Policy

Provisions are recognised when:

•

the Group has a present legal or constructive obligation as a
result of past events;

it is probable that an outflow of resources (usually cash or other
assets) will be required to settle the obligation; and

•

the amount can be reliably estimated.

Where there are a number of similar obligations, the likelihood
that an outflow will be required in settlement is determined by
considering those similar obligations together. A provision is
recognised in aggregate even if the likelihood of an outflow with
respect to any one item is small.

Provisions are 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.

Current

Non-current

Employee benefits provision
Other provisions
Total provisions

The movement in other provisions during the financial year is set out below:

2020
$m

27.1
9.4
36.5

2019
$m

25.7
13.4
39.1

Balance at 1 July 2019
Additional provision recognised in the year
Credited to the Consolidated Income Statement

Utilisation during the year

Impact of AASB 16 implementation

Effect of movement in foreign exchange

Balance at 30 June 2020
Current
Non-current

Lease
incentives
$m

Make good
provision
$m

Acquired
contingent
liabilities (i)
$m

Tax cases
provision (ii)
$m

0.8
-

(0.4)

(0.4)
-

-
-
-

1.6
0.7

0.4
-

2.7
1.4
1.3

12.1
-

(5.3)

-
(0.3)

6.5
4.4
2.1

5.8
4.2

(1.1)

-
(1.7)

7.2
-
7.2

2020
$m

15.9
11.6
27.5

Other
$m

3.3
5.3

(3.8)

-
(0.2)

4.6
3.6
1.0

2019
$m

11.8
10.2
22.0

Total
$m

23.6
10.2

(9.5)

(1.1)

-
(2.2)

21.0
9.4
11.6

(i) Acquired contingent liabilities
In accordance with the Group’s accounting policy on business combinations, the Group has recognised the fair value of contingent
liabilities acquired as part of a number of business combinations:

• JobStreet (FY2015), relating to tax and legal contingent liabilities (current);

• Zhaopin (FY2013), relating to tax and labour contingent liabilities (current); and

• Brasil Online (FY2012), relating to legal, and social security provisions (non-current).

Financial Report114

15. Provisions continued

(ii) Tax cases provision
Brasil Online is subject to a number of tax infraction notices from Brazilian tax authorities. These tax infractions are either open,
subject to legal proceedings, or under appeal. Based on advice from leading Brazilian external legal counsel, Brasil Online has
estimated the most likely amounts payable including penalties and interest and has recognised this amount as a provision.
Unrecognised contingent liabilities relating to uncertain tax positions applicable to Brasil Online are discussed further in Note 23
Contingent liabilities.

Equity

16. Share capital

Movement of shares on issue

No. of Shares

Ordinary shares
(excluding

Treasury shares) Treasury shares

Total Share capital

Balance at 30 June 2018
Issue of shares to satisfy future rights exercises
Exercise of rights

Release of restricted shares
Balance at 30 June 2019
Issue of shares to satisfy future rights exercises
Exercise of rights
Release of restricted shares
Balance at 30 June 2020

350,265,303
-
88,173

377,949
350,731,425
-
662,215
389,832
351,783,472

790,579
955,000
(88,173)

(377,949)
1,279,457
1,019,308
(662,215)
(389,832)
1,246,718

351,055,882
955,000
-

-
352,010,882
1,019,308
-
-
353,030,190

269.2
-
-

-
269.2
-
-
-
269.2

Ordinary shares have no par value and entitle the holder to participate in dividends and the proceeds on winding up of 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.

Treasury shares are shares in the Company that are held by the Employee Share Trust for the purpose of future allocation to
employees under the SEEK Equity Plan, and shares held by the Employee Share Trust that have been allocated to employees but are
subject to a disposal restriction.

SEEK Limited Annual Report 202017. Reserves

Nature and purpose of reserves

Cash flow hedge reserve
The Cash flow hedge reserve is used to record gains or losses on a
hedging instrument in a cash flow hedge that is recognised directly in
equity, as described in Note 8.

Net investment hedge reserve
The Net investment hedge reserve is used to record gains or losses
on a hedging instrument in a net investment hedge that is recognised
directly in equity, as described in Note 8.

Fair value hedge reserve
The Fair value hedge reserve is used to record gains or losses on a
hedging instrument in a fair value hedge that is recognised directly in
equity, as described in Note 8.

Cost of hedging reserve
The Cost of hedging reserve is used to record gains or losses on the
forward element of a hedging instrument where the cost of hedging
approach is applied.

Share-based payments reserve
The Share-based payments reserve is used to recognise the grant
date fair value of shares issued to employees.

(a) Hedging reserves

Cash flow hedge reserve
Net investment hedge reserve (i)
Fair value hedge reserve
Cost of hedging reserve
Total hedging reserve

115

Put option reserve
This reserve relates to a put option over the remaining shares held
by a non-controlling interest in JobAdder. The Group has recognised
a financial liability for the estimated exercise value of that option, as
described in Note 8.

Equity instruments revaluation reserve
The Equity instruments revaluation reserve is used to record changes
in the fair value of investments in equity instruments that are not
held for trading, for which the Group elected, at initial recognition, to
present gains and losses in other comprehensive income.

Transactions with non-controlling interests
This reserve is used to record differences arising as a result of
transactions with a non-controlling interest that do not result in a loss
of control.

Transfers under common control reserve
The Transfers under common control reserve is used to record the
net impact on the equity attributable to the shareholders of the Group
in the event of a transfer of an entity under common control. Upon
disposal of all interests in that entity by the Group this reserve would
be transferred to retained earnings.

Foreign currency translation reserve
Exchange differences arising on the translation of foreign controlled
entities and associates are recognised in the Foreign currency
translation reserve, as described in Note 28.

2020
$m

(11.1)
(145.2)
(0.8)
(0.9)
(158.0)

2019
$m

(7.5)
(112.0)
0.1
(0.9)
(120.3)

The Group’s approach to hedging is described in Note 8 Financial instruments and fair value management.

(i) Net investment hedge reserve
The movement of $33.2m (2019: $18.6m) in the net investment hedge reserve for the year was mainly due to the appreciation of
the US dollar and the Singapore dollar against the Australian dollar for most of the year. The appreciation of these currencies has
impacted US dollar borrowings and derivatives which have been designated as net investment hedges to SEEK’s foreign operations.

Financial Report116

17. Reserves continued

(b) Other reserves

Other reserves comprises the following reserves:

Share-based payments reserve
Put option reserve
Equity instruments revaluation reserve (i)
Transactions with non-controlling interests
Transfers under common control
Total other reserves

2020
$m

110.8
(18.3)
21.4
(93.2)
(4.6)
16.1

2019
$m

100.0
(18.3)
(1.8)
(89.4)
(1.1)
(10.6)

(i) Equity instruments revaluation reserve
The movement of $23.2m (2019: ($0.5m)) in the equity instruments revaluation reserve is due mainly to $22.3m in fair value
remeasurement and $0.9m in exchange differences. SEEK recorded a net fair value uplift primarily in relation to its investment in
Coursera and two other minor investments during the year.

The movements in transaction with non-controlling interest and transfers under common control reserve during FY20 are attributable
to SEEK’s share of reserve movement of equity accounted associates.

18. Dividends

Financial Year 2019
2018 final dividend
2019 interim dividend
Total dividends paid for the year ended 30 June 2019

Financial Year 2020
2019 final dividend
Total dividend paid for the year ended 30 June 2020

Payment
date

Amount per
share

Franked
amount per

share Total dividend

4 October 2018
12 April 2019

22.0 cents
24.0 cents

3 October 2019

22.0 cents

$77.2m
$84.3m
$161.5m

$77.4m
$77.4m

Dividends paid or declared by the Company after the financial year (to be paid out of retained profits at 30 June 2020):

2020 interim dividend

23 July 2020

13.0 cents

$45.8.m

The SEEK Australian income tax consolidated group’s franking account balance adjusted for franking credits: (i) attaching to the 2020
interim dividend; and (ii) that will arise from payment of its current tax liability, is $48.0m at 30 June 2020 (2019: $68.8m) based on a tax
rate of 30% (2019: 30%).

SEEK Limited Annual Report 2020117

Group structure

19. Interests in controlled entities

(a) Material subsidiaries

Critical judgements in applying the entity’s accounting policies

The Group has fully consolidated a number of entities in the SEEK Asia group despite not holding the majority of equity. SEEK has also
consolidated a number of Special Purpose Entities (SPEs) which Zhaopin controls despite not holding a direct ownership interest. A list of
these entities is shown below in section (b).

Unless otherwise stated, the following subsidiaries have share capital consisting solely of ordinary shares that are held by the Group,
and the proportion of ownership interests held equals the voting rights of the Group.

Name of entity

SEEK (NZ) Limited

SEEK Learning Pty Ltd

Country of
incorporation

New Zealand

Australia

SEEKAsia Ltd(1) (together with its consolidated subsidiaries, ‘SEEK Asia’)

Cayman Islands

Jobs DB Hong Kong Limited

Jobs DB Singapore Pte Limited

Jobs DB Recruitment (Thailand) Limited

PT. Jobs DB Indonesia

Jobs DB Philippines Inc.

SEEK Asia Investments Pte. Ltd.

JobStreet.com Pte Ltd

JobStreet.com Shared Services Sdn. Bhd.

JobStreet.com Philippines, Inc

PT. JobStreet Indonesia

JobStreet Company Limited

Catho Online, Ltda (together with its parent and other subsidiaries, ‘Brasil Online’)

Hong Kong

Singapore

Thailand

Indonesia

Philippines

Singapore

Malaysia

Philippines

Indonesia

Vietnam

Brazil

Online Career Center Mexico, S.A.P.I de CV (together with its consolidated subsidiaries, ‘OCC’) Mexico

Zhaopin Limited(1) (together with its consolidated subsidiaries, ‘Zhaopin’)

Cayman Islands

Beijing Wangpin Consulting Co., Ltd

Shenzhen Xijier Human Resources Co., Ltd (CJOL)

Online Education Services Pty Ltd

The Sidekicker Group Pty Ltd

Job Adder Operations Pty Ltd

China

Australia

(1) Certain entities in these groups are fully consolidated despite not holding the majority of equity. See section (b) for further details.

Equity holding
2020
%

Equity holding
2019
%

100

98.2

61.1

100

75.6

85.7

100

98.2

61.1

100

75.6

85.7

Financial Report118

19. Interests in controlled entities continued

(b) Entities fully consolidated despite not holding majority of equity
The Group has fully consolidated a number of entities in the SEEK Asia group and Zhaopin despite not holding the majority of
equity or direct ownership interest. Through existing contractual agreements, the Group is able to exercise effective control over the
financial and operating policies of these businesses and receive substantially all of the economic benefits and returns.

SEEK Asia entities

Zhaopin entities

Jobs DB Malaysia Sdn. Bhd.

Jobs DB Assets (Thailand) Ltd

Beijing Zhilian Sanke Human Resources Service Co., Ltd.

88 Karat Sdn. Bhd.

PT. Prestige Indonesia

Guangzhou HouBo Information Technology Co., Ltd.

Agensi Pekerjaan JobStreet.com Sdn. Bhd.

Agensi Pekerjaan JS Staffing Services Sdn. Bhd.

For the year ended 30 June 2020

Non-controlling interests percentage
Non-current assets

Current assets
Non-current liabilities
Current liabilities
Net assets
Net assets attributable to non-controlling interests
Net assets attributable to vested share options(2)
Carrying amount of non-controlling interests

Revenue
Profit

Other comprehensive loss for the year

Total comprehensive income
Profit allocated to non-controlling interests

Zhaopin
$m

38.9%

1,239.8
378.5
(423.4)
(589.2)
605.7
212.5

8.8
221.3

749.6
54.5

(19.4)

35.1

21.0

OES
$m

20.0%

360.4
26.1
(4.7)
(29.4)
352.4
70.5

-
70.5

136.6
15.5

15.5

3.1

Other comprehensive loss allocated to non-controlling interests

(7.2)

Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents

108.6
(16.0)
8.5
101.1

26.3
(6.0)
(37.5)
(17.2)

Other(1)
$m

Total
$m

9.2

301.0

(3.2)

(0.2)

20.9

(7.4)

Dividends paid to non-controlling interests

7.4

(1)

‘Other’ represents other individually immaterial non-controlling interests.

(2) Non-controlling interest reserve includes the fair value of unexercised share options of the subsidiary that were vested at the date the Group obtained a controlling interest.

SEEK Limited Annual Report 2020For the year ended 30 June 2019

Non-controlling interests percentage
Non-current assets

Revenue
Profit

Other comprehensive income

Total comprehensive income
Profit allocated to non-controlling interests

Other comprehensive income allocated to non-controlling interests

Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents

119

Other(1)
$m

Total
$m

13.1

295.2

(2.0)

18.1

OES
$m

20.0%

361.4
40.6
(5.3)
(22.8)
373.9
74.8

-
74.8

127.5
18.9

18.9

3.8

(1.9)

29.9
(4.7)
(51.5)
(26.3)

Zhaopin
$m

38.9%

1,171.7
341.3
(377.3)
(565.2)
570.5
198.5

8.8
207.3

647.9
47.7

(4.7)

43.0

16.3

(1.9)

77.4
(8.6)
(62.7)
6.1

Dividends paid to non-controlling interests

9.4

0.2

9.6

(1)

‘Other’ represents other individually immaterial non-controlling interests.

(2) Non-controlling interests reserve includes the fair value of unexercised share options of the subsidiary that were vested at the date the Group obtained a controlling interest.

Financial Report

120

20. Interests in equity accounted investments

Critical judgements in applying the entity’s accounting policies

The Group’s investment in its associates and joint ventures are reviewed for impairment on an annual basis or when events or
circumstances indicate that the carrying amount of the investment may not be recoverable. As required by current Accounting Standards,
the Group has evaluated, among other factors, the financial health of and business outlook of its associates and joint ventures and has
assessed the carrying value of its investments against current estimated fair value.

(a) Interests in associates and joint ventures
Set out below is the additional information about some of the Group’s interests in associates and joint ventures as at 30 June 2020.

Name of entity

Principal activity

Apiom Inc (GO1)

BDJOBS.com Limited
(BDjobs)

Educalcp II, S.A. de C.V.
(UTEL)

Framework Computer
Consultants Limited
(Digitary)

FutureLearn Limited(1)

Provides an online platform that helps
organisations source, deliver and track employee
training

Online employment focused business that helps
job seekers manage their career more efficiently,
including job search, training and assessment

A private online university in Mexico that provides
online higher education, predominantly to working
adults

Provides an online platform for education
institutions to issue secure, shareable academic
documents such as transcripts and testamurs

Online education platform offering short courses,
micro-credentials and full degrees on behalf of
higher education and specialist institutions

Country of
Incorporation

United States of
America

Nature of
relationship

Associate

Ownership interest

2020
%

32.7

2019
%

30.0

Bangladesh

Associate

35.0

Mexico

Associate

36.1

Ireland

Associate

42.8

United Kingdom

Joint venture

50.0

Job and Talent Holding
Limited (Jobandtalent)(2)

Providing hirers with access to on demand, highly
skilled talent for short-term assignments

United Kingdom

Associate

18.9

Ringier One Africa Media
(Pty) Ltd (ROAM)

Owns, operates and invests in a portfolio of
African market-leading online marketplaces in the
segments of jobs, cars and real estate

South Africa

Joint venture

37.5

35.1

(1) On 28 April 2019, SEEK acquired a 50.0% interest in FutureLearn Limited for GBP 50.0m (A$92.2m at the exchange rate on the date of the transaction). Although the Group has a 50.0% interest in
FutureLearn, certain provisions within the shareholders’ agreement stipulate that commercial and operational decisions over its activities require the approval of all parties to the arrangement. As
a result, it has been determined that SEEK has joint control and therefore accounts for FutureLearn as a joint venture.

(2) On 3 October 2019, SEEK acquired a 18.9% interest in Job and Talent Holding Limited for EUR 42.0m ($68.6m at the exchange rate on the date of the transaction). Although the Group has 18.9%
interest, certain provisions with the shareholders’ agreement stipulate that certain commercial and operational decision over its activities requires the approval of SEEK as a minority shareholder.
As a result, it has been determined that SEEK has significant influence and therefore accounts for Jobandtalent as an associate.

(b) Movement in carrying amount of equity accounted investments

The carrying amount of equity accounted investments has changed as follows for the year ended 30 June 2020:

SEEK Investments

AP&A

For the year ended 30 June 2020

Notes

Online
Education
$m

Contingent
Labour
$m

HR SaaS
$m

Carrying amount at 1 July 2019
Acquisition of interest
Transfer from financial instruments
Share of results
Share of other comprehensive income
Impairment loss
Return of capital
Dividends received or declared
Share of movement in other reserves
Carrying amount at 30 June 2020
Investments in associates
Investments in joint ventures

12(c)

139.3
4.6
-
(10.4)
(7.8)
-
(10.7)
(1.0)
0.1
114.1
32.8
81.3

14.8
73.8
-
(8.3)
(0.2)
-
-
-
(2.3)
77.8
77.8
-

21.1
46.0
-
(13.4)
-
-
-
-
3.1
56.8
56.8
-

Other
$m

31.5
-
29.9
(5.5)
(2.9)
(38.9)
-
(0.6)
(0.9)
12.6
12.6
-

Sub-total
$m

206.7
124.4
29.9
(37.6)
(10.9)
(38.9)
(10.7)
(1.6)
-
261.3
180.0
81.3

Other
$m

30.5
-
-
(2.3)
(0.1)
(20.8)
-
-
(0.3)
7.0
7.0
-

Total
$m

237.2
124.4
29.9
(39.9)
(11.0)
(59.7)
(10.7)
(1.6)
(0.3)
268.3
187.0
81.3

SEEK Limited Annual Report 2020
121

For the year ended 30 June 2020

Notes

Online
Education
$m

Contingent
Labour
$m

HR SaaS
$m

Other
$m

Sub-total
$m

Other
$m

Total
$m

SEEK Investments

AP&A

Summarised balance sheet (100%)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
NCI share of net assets
Net assets

Group interest
Group's share of net assets
Goodwill
Impairment
Carrying amount

Summarised statement of comprehensive
income (100%)
Gross revenue
Interest income
Depreciation and amortisation
Other operating costs
Interest expense
Income tax benefit/(expense)
Non-controlling interest
Loss for the period
Other comprehensive income/(loss)
Total comprehensive loss

12(c)

116.2
28.9
(34.5)
(27.5)
0.2
83.3

38.5
75.6
-
114.1

97.5
0.8
(7.2)
(104.4)
-
(0.7)
(1.2)
(15.2)
1.5
(13.7)

189.5
54.6
(78.7)
(111.0)
-
54.4

9.3
68.5
-
77.8

407.4
0.6
(2.8)
(434.7)
(5.0)
(3.5)
-
(38.0)
(1.8)
(39.8)

67.7
24.8
(15.3)
(0.2)
-
77.0

22.8
34.0
-
56.8

29.6
0.1
(1.5)
(73.6)
-
-
-
(45.4)
(8.7)
(54.1)

16.4
15.4
(10.6)
(1.5)
(4.2)
15.5

7.9
43.6
(38.9)
12.6

12.2
0.4
(3.8)
(22.5)
(0.4)
(0.1)
5.1
(9.1)
(7.8)
(16.9)

389.8
123.7
(139.1)
(140.2)
(4.0)
230.2

78.5
221.7
(38.9)
261.3

546.7
1.9
(15.3)
(635.2)
(5.4)
(4.3)
3.9
(107.7)
(16.8)
(124.5)

1.3
6.5
(1.6)
(1.7)
-
4.5

2.0
25.8
(20.8)
7.0

5.3
-
(1.4)
(9.5)
-
0.3
-
(5.3)
0.6
(4.7)

391.1
130.2
(140.7)
(141.9)
(4.0)
234.7

80.5
247.5
(59.7)
268.3

552.0
1.9
(16.7)
(644.7)
(5.4)
(4.0)
3.9
(113.0)
(16.2)
(129.2)

Financial Report122

20. Interests in equity accounted investments continued

(d) Early Stage Ventures (ESVs) - Additional non-statutory information
SEEK ESVs comprise investments held in the SEEK Investments ESVs segment. SEEK ESVs portfolio is targeting high growth
structural trends across Online Education, Contingent Labour and HR Software as a Service (SaaS).

In most cases, SEEK ESVs are accounted for as an equity accounted investment. Accounting convention for equity accounted
investments requires the Group to expense interest on purchase, recognise our share of losses as the ESVs expand their addressable
markets, expense long-term incentives that relate to valuation uplifts but does not enable the recognition of valuation uplifts until the
investment is sold.

The analysis below aims to provide additional relevant information (non-statutory) on indicative valuation uplifts based primarily on
levels 2 and 3 of the fair value measurement hierarchy as disclosed in Note 8 Financial instruments and fair value measurement.

Indicative valuation methodology

Level 2
Level 3

Subsequent funding rounds (last 12 months)
Determined using either revenue or EBITDA multiples (based on multiples in the
last funding round or determined by independent valuers, adjusted for the latest
financial performance)

Sub-total(1)
SEEK Investment ESVs carried on the Consolidated Balance Sheet at fair value(2)
Convertible loans (Note 8(b))
Total SEEK Investments ESVs

30 June 2020 ($m)

SEEK's share of
indicative fair
value *

Carrying value
per Balance
Sheet

Initial capital
investments

88.0

42.7

64.8

381.0
469.0
83.0
9.6
561.6

237.8
280.5
83.0
9.6
373.1

355.7
420.5
59.5
7.8
487.8

(1)

Including equity accounted investments with a carrying value of $261.3m (refer Note 20(b). The difference of $7.0m represents AP&A investments). The remaining carrying value of $19.2m
relates to consolidated subsidiaries as at 30 June 2020 representing 100% of net assets including goodwill on acquisition.

(2) Note 8(b) Investment in equity instruments of $83.0m.

* Valuing Early Stage Ventures in a COVID-19 impacted environment is inherently difficult and subjective. Despite this, we have
provided the above information for transparency and consistency with prior year disclosure.

The spread of COVID-19 has resulted in an increase in economic uncertainties, market volatility and significant impacts on assessing
the fair value of assets. For ESVs with subsequent funding rounds in the last 12 months, the indicative fair value was based on the
capital raising valuation. For the remaining ESVs, indicative fair value was calculated using FY2020 revenue or EBITDA multiples
in the last subsequent funding round or determined by independent valuers, adjusted where appropriate to reflect the Group’s
assessment of FY2020 performance and other information available as at 30 June 2020.

As at 30 June 2020, the Group has estimated a 50% fair value uplift of $188.5m (30 June 2019: fair value uplift of 32% ($102.2m)) on
the Carrying value per Balance Sheet of $373.1m (30 June 2019: $322.8m). Fair value uplift is defined as SEEK’s share of indicative
fair value based on a fully-diluted ownership less carrying value.

The increased uplift percentage was driven by increased underlying investment values, mainly through subsequent funding rounds in
the last 12 months as well as revenue growth. This fair value uplift is net of a decrease in carrying value as a result of SEEK’s share of
ESVs losses and impairment charges during the year.

The improved fair value uplift trend is noted across HR SaaS, Contingent Labour and Online Education.

Indicative valuation methodology

Level 2
Level 3

Subsequent funding rounds (last 12 months)
Adjusted subsequent funding rounds (beyond 12 months, based on either
revenue or EBITDA multiples in the last subsequent funding round and updated
for the latest financial performance)

Sub-total(1)
SEEK Investment ESVs carried on the Consolidated Balance Sheet at fair value(2)
Convertible loans (Note 8(b))
Total SEEK Investments ESVs(3)

30 June 2019 ($m)

SEEK's share of
indicative fair
value

Carrying value
per Balance
Sheet

Initial capital
investments

156.4

133.2

144.7

178.6
335.0
54.2
35.8
425.0

99.6
232.8
54.2
35.8
322.8

125.5
270.2
54.2
32.1
356.5

(1)

Including equity accounted investments with a carrying value of $206.7m (refer Note 20(b). The difference of $30.5m represents AP&A investments). The remaining carrying value of $26.1m
relates to consolidated subsidiaries as at 30 June 2019 representing 100% of net assets including goodwill on acquisition.

(2) Note 8(b) Investment in equity instruments of $56.3m, difference of $2.1m represents an AP&A investment.

(3)

Including SEEK Investments only, with the exception of JobAdder included in AP&A Other, but transferred to SEEK Investments from 1 July 2019.

SEEK Limited Annual Report 2020123

21. Parent entity financial information

Accounting Policy

The financial information for the parent entity, SEEK Limited, has
been prepared on the same basis as the consolidated financial
statements, except as set out below.

(i) Investments in subsidiaries, associates and joint
venture entities

Investments in subsidiaries, associates and joint venture entities
are accounted for at cost in the financial statements of SEEK
Limited. Dividends received from associates are recognised in the
parent entity’s profit or loss when its right to receive the dividend is
established, rather than being deducted from the carrying amount
of these investments.

(ii) Income tax consolidation legislation

SEEK Limited and its wholly-owned Australian subsidiaries have
elected to form an Australian income tax consolidated group.

The entities in the arrangement each account for their own current
and deferred tax amounts. These tax amounts are measured as
if each entity in the arrangement continues to be a standalone
taxpayer in its own right.

In addition to its own current and deferred tax amounts, SEEK
Limited also recognises the current tax assets/liabilities and the

deferred tax assets arising from unused tax losses and unused tax
credits assumed from the other entities in the arrangement. As a
result, the entities in the Australian income tax consolidated group
have entered into a tax funding agreement under which they:

•

fully compensate SEEK Limited for any current tax liabilities
assumed; and

• are compensated by SEEK Limited for any current tax assets

and deferred tax assets relating to unused tax losses or unused
tax credits that are assumed by SEEK Limited under the
Australian income tax consolidation legislation.

The funding amounts are determined by reference to the amounts
recognised in each entity’s financial statements. Assets or liabilities
arising under the tax funding agreement are recognised as current
amounts receivable from or payable to SEEK Limited.

(iii) Financial guarantees

Where SEEK Limited 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.

(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:

Balance sheet

Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves

Cash flow hedge reserve
Put option reserve
Foreign currency translation reserve
Share-based payments reserve

Retained earnings

Profit for the year
Total comprehensive income

2020
$m

2019
$m

252.6
2,413.3
(222.2)
(1,700.9)
712.4

115.1
1,953.7
(161.7)
(1,347.8)
605.9

269.2

(11.1)
(18.3)
-
96.1
376.5
712.4
218.9
228.3

(7.5)
(18.3)
(0.1)
83.2
279.4
605.9
153.2
158.0

Financial Report124

21. Parent entity financial information continued

(b) Significant transactions during the financial year

Internal restructure
During the year, the Group undertook an internal restructure to align the legal ownership of the Group entities to the operating
segments (as defined in Note 1 Segment information).

SEEK Limited, as parent entity of the Group, transferred a number of its investments in subsidiaries, associates and joint ventures to
other wholly owned Australian incorporated entities at an indicative fair value. As a result, SEEK Limited recognised a gain of $249.0m
in its standalone Income Statement. The gain represented the difference between the investments held at cost and the transfer at fair
value. At SEEK consolidation level, this internal restructure did not have any impact on the Consolidated Income Statement.

Impairment

As disclosed in Note 12 Impairment, the Group impaired some investments at 30 June 2020.

For the purposes of the parent entity individual financial statements the investments in subsidiaries, associates and joint ventures
subject to impairment are held at cost. SEEK Limited has recognised a loss of $158.2m on impairment related to its investments
held at cost in Brasil Online and OCC.

(c) Guarantees entered into by the parent entity
The parent entity and certain subsidiaries have given unsecured guarantees in respect of the syndicated loan facility of A$612.5m
and US$552.5m. As at 30 June 2020, A$1,156.7m principal had been drawn down against the facility, comprising A$467.5m and
US$475.3m (2019: $995.3m, comprising A$425.0m and US$400.3m). Refer to Note 6 Net debt.

The parent entity and certain subsidiaries have also given unsecured guarantees in respect of any debt issued under the EMTN
Programme by Jobstreet.com Pte Ltd (Singapore) and Job DB Hong Kong Limited. As at 30 June 2020, no such debt has been issued.

The parent entity is also the guarantor in respect of a number of subsidiaries’ operating leases.

(d) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2020 (2019: nil).

(e) Contractual commitments
As at 30 June 2020, the parent entity had contractual commitments for minimum lease payments in relation to a lease agreement
not yet commenced totalling $241.7m (2019: $249.5m).

Other commitments for the payment of IT services, car parks, advertising and promotions under long-term contracts in existence
totalled $3.2m (2019: $4.2m).

Unrecognised Items

22. Commitments for expenditure

Within one year
Later than one year but not later than five years
More than five years
Total

2020
$m

4.3
2.2
0.1
6.6

2019
$m

5.9
7.6
-
13.5

The Group has commitments for the payment of IT services, car parks, advertising and promotions under long-term contracts in
existence at the reporting date but not recognised as liabilities payable.

In addition to the amounts disclosed above, SEEK International Holdings Pty Ltd, a wholly owned subsidiary of SEEK Limited, has
committed to contribute additional capital to a jointly controlled entity, AvenU Learning LLC (“Avenu”), subject to Avenu’s achievement
of certain milestones. The amount of the commitment is US$4.7m (A$6.8m at the exchange rate on 30 June 2020) and is expected
to be fulfilled in the next 12 months.

SEEK Limited Annual Report 2020125

22. Commitments for expenditure continued

(a) Non-cancellable lease commitments
In June 2018, council approval was granted for the construction of the Group’s new headquarters in Melbourne. Although the
property is not expected to be available for use until FY2021, the future lease payments for this non-cancellable lease are $5.4m
within one year, $53.5m within five years and $182.8m thereafter (2019: Within one year nil, within five years $44.8m and more than
five years $196.9m).

23. Contingent liabilities

Unrecognised contingent liabilities represent the possible (but not probable) cash outflow in excess of any provision. They do not
represent management’s expectation of likely outflow and are not recognised on the balance sheet.

AASB Interpretation 23 Uncertainty over Income Tax Treatments, which became effective on 1 July 2019, clarifies that uncertain tax
positions that give rise to contingent liabilities should be disclosed in a consistent manner with other contingent liabilities. In advance
of the application date of this Interpretation, the Group adopted the disclosure at 30 June 2019.

Uncertain tax positions
As mentioned in Note 15 Provisions, Brasil Online is subject to a number of tax infraction notices from Brazilian tax authorities.
Based on advice from leading Brazilian external legal counsel, Brasil Online has estimated the most likely amounts payable including
penalties and interest and has recognised this amount as a provision.

For tax infraction notices where it is not probable that an outflow of resources will be required, a provision has not been raised.
Unrecognised contingent liabilities at 30 June 2020 amounted to BRL 148.9m (A$39.8m) (2019: BRL 199.0m (A$74.0m)) including
penalties and interest.

Other matters
From time to time, the Group is subject to legal claims. The majority of these are subsequently proven to be without merit and
resolved with no cash outflow. At 30 June 2020, in addition to the provisions recognised in Note 15 Provisions, the Group has
unrecognised contingent liabilities of $2.2m (2019: $2.2m) which relate to labour and civil cases in Brasil Online.

24. Events occurring after balance sheet date

Redemption of Senior Guaranteed Floating Rate Notes
On 8 July 2020, the Group announced the successful completion of the cash tender offer to existing holders of SEEK Limited’s
A$175.0m Senior Guaranteed Floating Rate Notes maturing in April 2022 (the Senior Notes).

Redemption of A$175.0m of the Senior Notes was completed on 28 July 2020 and funded from available cash balances.

Issuance of Subordinated Notes

On 8 July 2020, the Group announced the pricing of A$75.0m of Subordinated Notes. These Subordinated Notes were consolidated
and form a single series with SEEK’s existing A$150.0m of Subordinated Floating Rate Notes issued in December 2019 and have a
first optional redemption date of 20 June 2023. The notes are subordinated to SEEK’s existing senior unsecured debt. The proceeds
from the Subordinated Notes will be used for general corporate purposes including the repayment of senior debt.

The Subordinated Notes were issued under SEEK’s existing Euro Medium Term Note Programme and are listed on the Singapore
Stock Exchange. Settlement of the Subordinated Notes occurred on 14 July 2020.

There are no other matters or circumstances which have arisen since the end of the financial year that have significantly affected
or may significantly affect the operations of the Group, the results of those operations and the state of affairs of the Group in
subsequent financial periods.

Financial Report126

Other information

25. Share-based payments

Accounting Policy

The cost of share-based payments is recognised by expensing the
fair value of options or rights granted, over the period during which
the employees become unconditionally entitled to these benefits.
Where the plan will be settled by:

•

issuing equity, the corresponding entry is an increase in the share
-based payment reserve;

• a payment in cash, the corresponding entry is a liability.

Calculating the fair value

Calculating the fair value of share-based payments can be complex.
Independent consultants use Black-Scholes or similar option pricing
models to value options and rights. This calculation includes any

(a) Types of share-based payments
The SEEK Group has several forms of share-based payments:

market performance conditions and the impact of any non-vesting
conditions. Once the fair value has been determined (at grant date),
it is not revised.

The impact of any service and non-market vesting conditions is
excluded from the fair value. Instead, this is included in assumptions
about the number of options that are expected to vest. These
assumptions are revised at the end of each reporting period. The
impact of any revision to original estimates is recognised in the
Consolidated Income Statement, with a corresponding adjustment
to equity.

• SEEK Limited: Share-based benefits are provided to SEEK Limited and SEEK Asia Executives and certain employees via

Performance Rights, Equity Rights and/or Wealth Sharing Plan Options/Rights.

• Zhaopin: A new equity-settled share option plan was established during FY2019.

• SEEK Asia: The share option plan that was established in SEEK Asia in 2014 has been closed out during the year.

• OCC: The options are held over the ordinary share capital of Online Career Centre Mexico, S.A.P.I de CV.

• Sidekicker: The options are held over the ordinary share capital of The Sidekicker Group Pty Ltd.

If the options granted by Zhaopin, OCC or Sidekicker were to be exercised and satisfied by issuing new shares, the Group’s interest in
the respective businesses would be diluted.

(b) Financial impact of share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the year as part of the employee benefits expense
were $22.2m (2019: $21.6m) including:

• Equity-settled share-based payment plans:

– SEEK Limited options and rights: $13.3m (2019: $12.6m)

– Subsidiary options: $3.9m (2019: $5.5m)

• Cash-settled share-based payments: $3.9m (2019: $2.5m)

• Other associated costs: $1.1m (2019: $1.0m).

The total liability arising from cash-settled share-based payment transactions recognised at the end of the period has a carrying
amount of $10.7m (2019: $7.3m), including vested amounts of $6.7m (2019: $4.3m).

(c) Options and rights - SEEK Limited
SEEK Limited and SEEK Asia Executives and selected senior leaders receive one Equity Right or one Performance Right as part
of their Total Remuneration Opportunity each year. For details of Equity Rights, refer to the Remuneration Report contained in the
Directors’ Report. For Performance Rights, vesting is also linked to the performance of the individual over the relevant financial year.
Shares allocated are subject to a 12-month disposal restriction following vesting (Deferred Shares). SEEK Asia Executives receive
Performance Rights similar to those described above with changes to reflect local law including the allocation of Restricted Rights
with a 12-month exercise restriction in lieu of Deferred Shares.

SEEK Limited and SEEK Asia Executives and a small number of selected senior leaders also receive Wealth Sharing Plan Options
and/or Rights at their election. Vesting of Wealth Sharing Plan Options and Rights is subject to the achievement of a three year share
price hurdle performance condition. Vested Wealth Sharing Plan Options and Rights are subject to a 12-month exercise restriction,
following which they can be exercised (Rights at nil cost; Options upon payment of an exercise price equivalent to the share price
hurdle) and convert into an equivalent number of shares. For further details of Wealth Sharing Plan Options and/or Rights, refer to the
Remuneration Report contained in the Directors’ Report.

SEEK Limited Annual Report 2020127

Expiry
date
(years)

Exercise
price

Opening
balance

Granted
during the
year

Exercised
during the
year

Forfeited
during the
year

Closing
balance

Vested and
exercisable
at 30 June

Number of options or rights

5
5
5

5
5
5
5
5
5
5
5
5
5
5

2
2
2
2

2
2

5
5
5
5
5
5
5
5

2
2

$20.95
$23.18
$23.18

$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00

$0.00
$0.00
$0.00
$0.00

$0.00

$0.00
$0.00
$0.00

536,013
-
-
536,013

488,034
233,617
309,646
444,351
171,941
408,689
129,676
152,817
-
-
-
2,338,771

9
-
-
-
9

-
-
-
58
2,874,851

-
224,696
243,520
468,216

-
-
-
-
-
-
-
-
455,259
70,593
29,248
555,100

-
5
1
1
7

65
7
1
73
1,023,396

$20.95

-
-

536,013
536,013

$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00

$0.00
$0.00

576,207
233,617
309,646
444,351
171,941
-
-
-
1,735,762

7
-
7

-
-
-
-
-
408,689
129,676
152,817
691,182

-
9
9

58
-
58
1,735,827

-
60
60
1,227,264

-
-
-
-

(488,034)
(46,661)
(127,520)
-
-
-
-
-
-
-
-
(662,215)

(9)
-
-
-
(9)

(58)

-
-
-
(58)
(662,282)

-
-

(88,173)
-
-
-
-
-
-
-
(88,173)

(7)
-
(7)

(58)
-
(58)
(88,238)

-
-
-
-

-
-
-
(18,185)
-
(63,857)
-
-
(8,988)
-
-
(91,030)

-
-
-
-
-

536,013
224,696
243,520
1,004,229

-
186,956
182,126
426,166
171,941
344,832
129,676
152,817
446,271
70,593
29,248
2,140,626

-
5
1
1
7

(4)
-
-
(4)
(91,034)

61
7
1
69
3,144,931

-
-

-
-
-
-
-
-
-
-
-

-
-
-

-
(2)
(2)
(2)

536,013
536,013

488,034
233,617
309,646
444,351
171,941
408,689
129,676
152,817
2,338,771

-
9
9

-
58
58
2,874,851

-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-

-
-
-

-
-
-
-

2020

Grant date

Wealth Sharing Plan Options

11 June 2019
23 September 2019
29 November 2019
Total

Wealth Sharing Plan Rights

Oct 2015- May 2016
3 October 2016
19 December 2016
17 October 2017
4 December 2017
16 October 2018
6 December 2018
11 June 2019
23 September 2019
29 November 2019
6 March 2020
Total

Equity Rights

Oct 2018 - Jun 2019
23 October 2019
6 November 2019
6 March 2020
Total

Performance Rights

Oct 2018 - Jun 2019
23 October 2019

6 March 2020
28 April 2020
Total
Total All Plans

2019
Wealth Sharing Plan Options

11 June 2019
Total

Wealth Sharing Plan Rights

Oct 2015- May 2016
3 October 2016
19 December 2016
17 October 2017
4 December 2017
16 October 2018
6 December 2018
11 June 2019
Total

Equity Rights

Oct - Dec 2017
Oct - Dec 2018
Total

Performance Rights

Oct 2017 - May 2018
Oct 2018 - June 2019
Total
Total All Plans

Financial Report128

25. Share-based payments continued

The following table summarises the weighted average exercise price for the SEEK Limited plans:

2020 - SEEK Limited

Opening
balance

Granted
during the
year

Exercised
during the
year

Forfeited
during the
year

Closing
balance

Vested and
exercisable
at 30 June

Weighted average exercise price

$3.91

$10.61

$0.00

$7.02

2019 - SEEK Limited

Weighted average exercise price

$0.00

$9.15

$0.00

$3.91

The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2020 was 19.39 (2019:
$16.58).

The weighted average remaining contractual life of share options outstanding at the end of the year was 3.1 years (2019: 3.9 years)

The following table shows the inputs for Wealth Sharing Plan Rights and Options granted during the year:

Grant date

2020

Wealth Sharing Plan Options and Rights

23 September 2019
29 November 2019
6 March 2020

2019

Wealth Sharing Plan Options and Rights

16 October 2018
6 December 2018
11 June 2019

30 June 2023
30 June 2023
28 April 2024

$19.23
$17.38
$21.46

Expected
price volatility
of the
company's
shares

Share
price at
grant date

Expected
dividend yield

Expiry date

30 June 2024
30 June 2024
30 June 2024

$21.69
$23.19
$20.31

25%
25%
25%

26%
26%
25%

1.7%
1.7%
1.7%

2.4%
2.6%
2.6%

(d) Share option plans - SEEK Asia
The table below summarises the movements in options over shares of SEEKAsia Limited

2020 - SEEK Asia

Grant date

31 December 2014

Balance at 30 June 2020
Weighted average exercise price

2019 - SEEK Asia

31 December 2014
Balance at 30 June 2019
Weighted average exercise price

Expiry date
(years)

Exercise
price
(US$)

Opening
balance

Granted
during the
year

Exercised
during the
year

Expired/
lapsed
during the
year

Cash-
settled
during the
year

Number of options

- (1,240,640) (4,300,710)

n/a

$1.29

$1.29 5,541,350

5,541,350
$1.29

$1.29 9,500,000
9,500,000
$1.29

-
n/a

-
-
n/a

The weighted average remaining contractual life of share options outstanding at 30 June 2019 was 0.5 years.

- (3,958,650)
- (3,958,650)
$1.29

n/a

-
-
n/a

5,541,350
5,541,350
$1.29

5,541,350
5,541,350
n/a

Risk-free interest rate

Rights

Options

0.74%
0.67%
0.38%

0.76%
0.69%
n/a

Rights

Options

2.17%
1.99%
1.09%

n/a
n/a
1.12%

Vested and
exercisable
at balance
date

-
n/a

Closing
balance

-
n/a

SEEK Limited Annual Report 2020129

(e) Share option plans - Zhaopin
The table below summarises the movements in options over shares of Zhaopin Limited.

2020 - Zhaopin

Number of options

Grant date

Expiry
date
(years)

Exercise
price
(US$)

Opening
balance

Granted
during the
year

Exercised
during the
year

Forfeited
during the
year

Expired/
lapsed
during the
year

Cash-
settled
during the
year

Vested and
exercisable
at balance
date

Closing
balance

Schemes issued prior to
FY2014
31 March 2014
31 March 2014
1 March 2016
14 June 2018
28 June 2019
24 June 2020
Balance at 30 June 2020
Weighted average exercise
price

2019 - Zhaopin

Schemes issued prior to
FY2014
31 March 2014
31 March 2014
31 March 2014
1 March 2016
14 June 2018
28 June 2019
Balance at 30 June 2019
Weighted average exercise
price

7
7
5
4
4
4

6
7
7
5
4
4

3,584,100
224,280
$4.00
8,400
$4.50
$7.42
50,000
$7.91 7,141,849
$7.91 1,517,643
-
$7.91

-
-
-
-
-
-
1,517,643
12,526,272 1,517,643

-
-
-
-
-
-
-
-

-
(8,880)
-
-
(742,591)
-
-
(751,471)

-
-
-
-
-
-
-
-

-
(7,200)
(1,200)
-
-
-
-

3,584,100
208,200
7,200
50,000
6,399,258
1,517,643
1,517,643
(8,400) 13,284,044

3,584,100
208,200
3,600
50,000
2,981,773
303,529
-
7,131,202

$6.39

$7.91

n/a

$7.86

n/a

$4.07

$6.48

$5.25

$5.00
$4.00
$4.50
$7.42
$7.91
$7.91

3,586,500
14,400
392,520
35,400
50,000
7,141,849
-

-
-
-
-
-
-
1,517,643
11,220,669 1,517,643

-
-
-
-
-
-
-
-

-
(14,400)
(53,760)
(18,600)
-
-
-
(86,760)

-
-
-
(1,200)
-
-
-
(1,200)

(2,400)
-
(114,480)
(7,200)
-

3,584,100
-
224,280
8,400
50,000
7,141,849
1,517,643
(124,080) 12,526,272

3,584,100
-
145,200
1,200
27,500
1,428,370
-
5,186,370

$6.14

$7.91

$0.00

$4.27

$4.50

$4.04

$6.39

$4.31

There were no options exercised during the year ended 30 June 2019 and 30 June 2020.

The weighted average remaining contractual life of share options outstanding at the end of the year was 1.8 years (2019: 2.2 years).

(f) Share option plans - OCC

The table below summarises the movements in options over shares of Online Career Centre Mexico, S.A.P.I de CV.

2020 - OCC

Number of options

Grant date

Schemes issued prior to FY2014
12 May 2014
Balance at 30 June 2020
Weighted average exercise price

2019 - OCC

Schemes issued prior to FY2014
12 May 2014
1 June 2015
Balance at 30 June 2019
Weighted average exercise price

Expiry
date
(years)

Exercise
price
(US$)

10 $145.00

10 $145.00
14 $168.20

Opening
balance

6,460
2,951
9,411
$124.44

6,460
2,951
52,725
62,136
$161.57

Granted
during the
year

Exercised
during the
year

Lapsed
during the
year

Vested and
exercisable
at balance
date

6,460
2,951
9,411
$124.44

Closing
balance

6,460
2,951
9,411
$124.44

-
n/a

-
-
(52,725)
-52,725
$168.20

6,460
2,951
-
9,411
$124.44

-
n/a

-
-
-
-
n/a

-
n/a

-
-
-
-
n/a

The weighted average remaining contractual life of share options outstanding at the end of the year was 1.9 years (2019: 2.9 years).

Financial Report130

25. Share-based payments continued

(g) Share option plans - Sidekicker

The table below summarises the movements in options over shares of The Sidekicker Group Pty Ltd.

2020 - Sidekicker

Number of options

Granted
during the
year

Exercised
during the
year

Forfeited
during the
year

Grant date

1 January 2018
1 January 2019
Balance at 30 June 2020
Weighted average exercise price

2019 - Sidekicker

1 January 2018
1 January 2019
Balance at 30 June 2019
Weighted average exercise price

Expiry date
(years)

Exercise
price (AUD)

6
6

$612.79
$1,171.36

Opening
balance

3,460
2,498
5,958
$846.98

-
-
-
n/a

3,460
-
3,460
n/a

-
2,498
2,498
$1,171.36

-
-
-
n/a

Vested and
exercisable
at balance
date

2,308
833
3,141
$760.88

Closing
balance

3,460
2,498
5,958
$846.98

1,154
-
1,154
$612.79

The weighted average remaining contractual life of share options outstanding at the end of the year was 3.9 years (2019: 4.9 years).

26. Related party transactions
The Group has identified the parties it considers to be related and the transactions conducted with those parties. Other than those
disclosed below, no other related party transactions have been identified.

(a) Transactions with equity accounted investments

Dividends and distributions received from equity accounted investments
Convertible loans advanced to equity accounted investments (i)
Convertible loans repaid or converted to equity
Return of capital from equity accounted investments
Revenue generated from equity accounted investments
Interest payable to equity accounted investments
Interest received from equity accounted investments

(i) Convertible loans advanced to equity accounted investments

2020
$

1,576,423
7,807,260
16,986,739
10,654,269
970,378
78,213
429,024

2019
$

946,281
1,405,755
1,456,240
-
863,496
230,244
556,723

Convertible loans have been advanced to certain equity accounted investments in the Group. These loans are interest-bearing and, if
converted, would convert to additional equity interests in existing investments.

(b) Transactions with key management personnel

Short-term employee benefits
Post-employment benefits
Share-based employee benefits
Other long-term benefits

Amounts receivable from equity accounted investments
Provision for doubtful debts related to amounts receivable from equity accounted investments
Amounts payable to equity accounted investments

2020
$

6,600,930
172,630
6,277,142
278,383
13,329,085

2019
$

6,822,353
195,151
4,815,183
539,374
12,372,061

2020
$

2019
$

9,929,732
-
1,380,722

17,544,897
3,441
3,645,105

(d) Transactions with Director related parties
Some of the Non-Executive Directors hold directorships or positions in other companies or organisations. From time to time, SEEK
may provide or receive services from these companies or organisations on arm’s length terms. None of the Non-Executive Directors
were, or are, involved in any procurement or Board decision-making regarding the companies or organisations with which they have
an association.

SEEK Limited Annual Report 2020131

27. Remuneration of auditors

During the year the following fees were paid or payable for services provided by the Auditor, its related practices and non-related
audit firms:

Audit services

Audit services
PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia
Total remuneration for audit services

Non-audit services

Other assurance services
PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia
Total remuneration for other assurance services

Taxation services
PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia

Total remuneration for taxation services

Other services(1)
PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia
Total remuneration for other services
Total remuneration for non-audit services

Total remuneration of Auditor

Non-PwC audit firms - services provided to Online Education Services Pty Ltd

Audit services
Other non-audit services
Total remuneration of non-PwC audit firms(2)

(1) Other services provided by PwC comprises mainly due diligence services.

(2) During FY2019, the auditor of Online Education Services Pty Ltd was also engaged to provide non-audit services to other SEEK Group companies.

2020
$

2019
$

1,329,060
1,806,011
3,135,071

1,193,000
1,829,822
3,022,822

216,804
-
216,804

63,800
28,694
92,494

11,618
63,363

74,981

128,850
165,168

294,018

203,000
-
203,000
494,785

133,224
489,854
623,078
1,009,590

3,629,856

4,032,412

-
3,600
3,600

89,650
36,000
125,650

28. Other significant accounting policies

(a) Principles of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when
the Group 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 to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.

Joint ventures are all entities over which the Group has joint control with one or more other investors. Joint control exists only
when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint
ventures are accounted for using the equity method of accounting, after initially being recognised at cost. Under the equity
method, the investment is shown in one line on the balance sheet, with the Group’s share of post-acquisition profits or losses
recognised in profit or loss.

Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying
a shareholding of between 20% and 50% of the voting rights. Investments in associates are also accounted for using the
equity method.

Accounting policies of subsidiaries, associates and joint ventures have been changed where necessary to ensure consistency
with the policies adopted by the Group.

Financial Report132

28. Other significant accounting policies continued

(b) Foreign currency translation

(i) Functional and presentation currency
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, which is SEEK Limited’s functional and presentation currency.

(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rate on that day. Non-monetary
assets and liabilities are maintained at the exchange rate on the date of the transaction. Monetary assets and liabilities are
translated into the functional currency at the year end exchange rate.

Where there is a movement in the exchange rate between the date of the transaction and the date of settlement or the year end,
a foreign exchange gain or loss may arise. This is recognised in the income statement (within “finance costs”), unless the asset
or liability is a qualifying cash flow hedge or net investment hedge, in which case it is deferred in equity.

(iii) Group companies
The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy) that have
a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented (including goodwill and other fair value adjustments arising on

acquisition) are translated at the closing rate at the date of that balance sheet;

•

income and expenses for each income statement and statement of comprehensive income are translated using monthly
average exchange rates; and

• all resulting exchange differences are recognised in other comprehensive income.

When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

(c) Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of associated GST and VAT, unless the GST and VAT incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as
part of the expense.

Receivables and payables are stated inclusive of the amount of GST and VAT receivable or payable. The net amount of GST and
VAT recoverable from, or payable to, the taxation authority is included within ‘trade and other receivables’ or ‘trade and other
payables’ in the consolidated balance sheet.

(d) Impairment of assets
Assets other than goodwill and intangible assets are tested 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 (which is the higher of the asset’s fair value less costs of disposal and value in use).

For the purposes of assessing impairment, 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).

(e) New and amended Accounting Standards and Interpretations

(i) New and amended Accounting Standards and Interpretations issued and effective
Refer to Note 29 Changes in accounting policies for the new Accounting Standards and Interpretations which became effective
from 1 July 2019 and the corresponding impact of those changes on the Group’s financial results.

Apart from these changes, the Group has not adopted any new or amended Accounting Standards and Interpretations this year
that have had a material impact on the Group or the Company.

(ii) Accounting Standards and Interpretations issued but not yet effective

In June 2019, the AASB issued a revised Conceptual Framework for Financial Reporting. The new Framework includes updated
definitions and criteria for the recognition and derecognition of assets and liabilities. Additionally it introduces new concepts on
measurement, including factors to consider when selecting a measurement basis. The revised Conceptual Framework will apply to
the Group from 1 July 2020 and is not expected to have a material impact upon adoption.

A number of new accounting standards, amendments to standards and interpretations, have also been issued and will be applicable in
future periods. While these remain subject to ongoing assessment, no significant impacts on the financial statements of the Group or
the Company have been identified to date. These standards have not been applied in the preparation of these Financial Statements.

SEEK Limited Annual Report 2020133

29. Changes in accounting policies

The financial statements have been prepared on the basis of accounting consistent with those applied in the 30 June 2019 Annual
Report, with the exception of AASB 16 Leases which became effective from 1 July 2019. Further information regarding the impact of
the change is provided below.

AASB Interpretation 23 Uncertainty over Income Tax Treatments which sets out how to determine the accounting tax position when
there is uncertainty over income tax treatments, also became effective from 1 July 2019 but did not have a material effect on the
Group’s financial statements.

AASB 16 Leases
The Group has adopted AASB 16 with an initial application date of 1 July 2019. Upon adoption, the Group applied a modified
retrospective transition method, with the cumulative effect of initially applying the standard recognised as an adjustment to the
opening balance of retained earnings on the date of initial application. Refer to paragraph (iii) for further detail on the impact on equity
balances upon transition date.

On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating
leases’ under the principles of AASB 117 Leases. These liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The weighted average lessee’s incremental
borrowing rate applied to the lease liabilities on 1 July 2019 was 4.84%.

(i) Practical expedients applied
In applying AASB 16 for the first time, the Group has used the following practical expedients permitted by the standard on a lease-by-
lease basis:

• Applying a single discount rate to a portfolio of leases with reasonably similar characteristics;

• Relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review;

• Excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application; and

• Using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for
contracts entered into before the transition date, the Group relied on its assessment made applying AASB 117 Leases and AASB
Interpretation 4 Determining whether an Arrangement contains a Lease.

(ii) Measurement of lease liabilities

The table below reconciles the Group’s operating lease commitments as at 30 June 2019 to the transition lease liabilities recognised
on 1 July 2019:

Operating lease commitments disclosed as at 30 June 2019
Add: optional renewal periods reasonably certain to be exercised
(Less): committed leases not yet commenced
(Less): contracts which are a lease under AASB 117 but not under AASB 16
Effect of discounting

Lease liability recognised as at 1 July 2019

Current

Non-current

(iii) Impact on equity
The impact on transition to AASB 16 at 1 July 2019 is summarised below:

Right-of-use assets (Property leases)(1)
Lease liabilities
Other balance sheet accounts
Net deferred tax asset
Total equity

313.6
0.6
(241.7)
(1.4)
(5.0)

66.1

24.8

41.3

66.1

56.7
(66.1)
0.4
1.2
(7.8)

(1) The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied.

Financial Report134

DIRECTORS’
DECLARATION

In the directors’ opinion:

a. the financial statements and notes set out on pages 73 to 133 are in accordance with the Corporations Act 2001, including:

i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting

requirements; and

ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the

financial year ended on that date; and

b. there are reasonable grounds to believe that SEEK Limited will be able to pay its debts as and when they become due and payable.

Page 73 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of
the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

Graham Goldsmith
Chairman

Melbourne
29 September 2020

SEEK Limited Annual Report 2020135

INDEPENDENT
AUDITOR’S REPORT

Independent Auditor’s Report PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report To the members of SEEK Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of SEEK Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises: • the consolidated balance sheet as at 30 June 2020 • the consolidated statement of comprehensive income for the year then ended • the consolidated statement of changes in equity for the year then ended • the consolidated statement of cash flows for the year then ended • the consolidated income statement for the year then ended • the notes to the financial statements, which include a summary of significant accounting policies • the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of 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 also fulfilled our other ethical responsibilities in accordance with the Code. Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if 136

SEEK Limited Annual Report 2020 individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Materiality • For the purpose of our audit we used overall Group materiality of $11.5 million. This represents approximately 5% of the Group’s 3 year average adjusted profit before tax, weighted towards the current year and adjusted for significant infrequently occurring items of impairment charges on goodwill and indefinite life intangible assets and fair value gains and losses in investments in equity instruments in all three years as applicable. • We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole. • We chose Group adjusted profit before tax because, in our view, it is the benchmark against which the performance of the Group is most commonly measured. • We chose a 3 year weighted average because of the volatility in performance arising from the impacts of the COVID-19 pandemic. Audit Scope • Our audit focused on where the Group made subjective judgements and significant accounting estimates involving assumptions and inherently uncertain future events including valuation assessments of assets. • Audits of the most financially significant operations being, SEEK Employment Australia, Zhaopin, SEEK Asia and Online Education Services, were conducted. • Specified audit procedures over Brasil Online, OCC, Go1 and FutureLearn were conducted. • Where audit work was performed by auditors operating under our instruction (component auditors), we determined the level of involvement we needed to have in their audit work to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion. This included active dialogue throughout the year through phone calls, discussions and written instructions. We tailored our audit approach accordingly, considering factors such as differing regulations, compliance and tax regimes and sovereign risks in relation to foreign ownership. 137

Independent Auditor’s Report Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit 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. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee. Key audit matter How our audit addressed the key audit matter Valuation of goodwill and indefinite lived intangible assets (Refer to note 11 and note 12 - intangible assets and impairment) $1,960.3m Goodwill and $343.0m of indefinite lived intangible assets Result During the year, the Group recognised an impairment charge of $100.7m for Brasil Online and $42.7m for OCC in relation to goodwill and indefinite lived intangible assets. For all other cash generating units, the Group’s valuation approximated or exceeded its carrying value. No further impairment charges were recognised during the year in relation to goodwill or indefinite lived intangible assets. Summary The year end consolidated balance sheet includes $1,960.3m of goodwill and $343.0m of indefinite lived intangible assets that are subject to an annual impairment assessment by the Group. The Group’s annual impairment assessment is performed at the lowest level at which the Group could allocate the goodwill of an asset which generates cash flows that are largely independent of cash flows from other assets, which is referred to as a cash generating unit (CGU). The annual impairment assessment is also carried out on indefinite lived intangible assets. The valuation models used by the Group to perform the impairment assessment are based on cash flow forecasts that use key assumptions including, revenue, operating costs, capital expenditure assumptions, discount rates and terminal growth rates. Future cash flows are discounted using a post-tax discount rate We evaluated whether the allocation of the Group into CGUs was consistent with our knowledge of the Group’s operations and internal Group reporting. For the significant CGUs of Brasil Online, OCC, SEEK Asia, Zhaopin and OES, which are valued by the Group using fair value less costs of disposal models (the models), our audit procedures included, amongst others: • Testing the mathematical accuracy and integrity of the calculations in the models. • Considering the historical accuracy of the Group’s forecasts by comparing the forecasts used in the prior year models to the actual performance. • Assessing the forecasted cash flow growth assumptions including considering historic and current performance and the historic growth performance of similar established businesses within the SEEK portfolio. • Together with PwC valuation experts, comparing the forecast terminal growth rates (used to estimate future cash flows) and the post-tax discount rates used in the models to external market data. • Performing sensitivity analyses on the models to identify if a reasonably possible change in the key assumptions would cause goodwill and indefinite lived intangible assets to be impaired. • Comparing the Group’s valuations to external data sources including broker reports. In addition to the above procedures, to assess the impairment charge for Brasil Online and OCC 138

SEEK Limited Annual Report 2020 Key audit matter How our audit addressed the key audit matter specific to the individual CGU. The cash flow forecast has been derived from approved budgets and the Group’s long term forecasting. We considered the valuation of goodwill and indefinite lived intangible assets to be a key audit matter due to the size of the balances and because small subjective changes in key assumptions can have a material impact on the valuation. Brasil Online and OCC operate in areas that have been significantly impacted by the COVID-19 pandemic, resulting in increased economic and political uncertainty. For Brasil Online, there remains operational issues and a need to reinvest to evolve the business model which impacts the outlook on future cashflows. respectively, we performed the following procedures, amongst others: • Considering the Group’s key assumptions used in the cash flow forecasts, noting that a reasonably possible change in key assumptions including post tax discount rates, terminal growth rates and the recovery of the business and revenue growth profile could result in a further impairment. • Considering the current year performance, and in particular, the performance over the period of time impacted by the COVID-19 pandemic, when assessing the Groups ability to achieve short term forecasts. • Evaluating the adequacy of disclosures in the financial report in light of the requirements of Australian Accounting Standards. In particular, we considered the adequacy of the disclosures made in note 11 and 12 to the financial statements which explain that there is significant estimation uncertainty in relation to the valuation of goodwill and indefinite lived intangible assets. Revenue recognition (Refer to note 2 - revenue) $1,595.2m The Group's most significant revenue stream is Online employment marketplaces ($1,110.5m) ("online revenue”) which is derived from a high volume of transactions. The Group also has revenues from “Business Process Outsourcing” totalling $191.4m, which are predominantly derived from the Zhaopin operating segment. At the year-end, services sold to customers in advance (i.e. which are yet to be delivered) are recognised as a liability and classified as unearned income ($350.9m). We considered revenue recognition a key audit matter due to the: ● material value of online revenue recognised during the year and the high volume of online revenue transactions recorded ● introduction of a new pricing mechanism and COVID-19 revenue relief for customers for online revenue in ANZ operating segment ● The complexity involved with the bespoke nature Our audit procedures over revenue included, amongst others: ● Assessing the design, and implementation of relevant key internal controls over the recognition of revenue and testing whether a sample of these controls operated effectively throughout the year. ● For a sample of contracts covering material revenue streams we: o Developed an understanding of the key contractual terms of the arrangement including background of agreement, performance obligations and receipts o Considered the Group’s identification of performance obligations and allocation of selling prices to the performance obligations o For Business Process Outsourcing, developing an understanding of the contractual terms and conditions to assess whether services are on a principal or agent basis. Where the majority of risk and reward is retained by Seek as principal, revenues and costs are recognised on a gross basis. When acting as an agent for another party, recognition is of the net commission received. 139

Independent Auditor’s Report Key audit matter How our audit addressed the key audit matter of Business Process Outsourcing revenue terms and conditions with customers and the impact of recognition on a gross or net basis in Zhaopin operating segment ● The complexity involved in applying Australian Accounting Standards for Revenue across multiple geographical locations as revenue models can vary ● Analysing the expected flows of revenue transactions and agreeing a sample of transactions that deviated from our expectations to supporting documentation. ● Agreeing a sample of revenue transactions invoiced by the Group during the year to the relevant settlement and sales order supporting documents. ● For unearned income outstanding at 30 June 2020, we selected a sample and agreed to supporting evidence. ● Comparing a sample of manual journal entries that impact revenue to relevant supporting documentation and assessing whether they had been recorded in accordance with the Group's accounting policy. ● Evaluating the adequacy of disclosures in the financial report in light of the requirements of Australian Accounting Standards. Valuation of, and accounting for, equity accounted investments and other unlisted equity instruments (Refer to note 8 - other financial assets and note 20 - interests in equity accounted investments) As at 30 June 2020 the Group's Consolidated Balance Sheet included investments accounted for under the equity method amounting to $268.3m, and investments in equity instruments amounting to $196.6m. There was one significant investment during the year being JobandTalent (equity accounted investment of $68.5m, see note 20). The Group impaired four equity accounted investments during the year totalling $59.7m (see note 12). Investments in unlisted equity instruments are carried at fair value. For unlisted equity instruments where inputs are not based on observable market data (level 3 financial assets), the Group is required to make judgements in selecting the valuation technique to estimate the fair value of these assets. Associates are entities over which the Group has significant influence or joint control, but not control, and are accounted for under the equity method. These Our audit procedures over the valuation of, and accounting for, investments in unlisted equity instruments and equity accounted investments included: ● Inspecting a sample of signed shareholder agreements to develop an understanding of the underlying terms, arrangements and the appropriate accounting treatment. ● Assessing, for a sample of equity accounted investments acquired during the year, the Group's determination of whether it has significant influence, joint control or control. ● For equity accounted investments, considering the appropriateness of the Group’s impairment assessment against the requirements of Australian Accounting Standards. ● For investments in equity instruments, considering the appropriateness of the Group's valuation methodology against the requirements of Australian Accounting Standards. ● Evaluating the adequacy of disclosures in the financial report in light of the requirements of Australian Accounting Standards. 140

SEEK Limited Annual Report 2020 Key audit matter How our audit addressed the key audit matter investments are assessed on an annual basis by the Group for impairment. We considered the valuation of, and accounting for, equity accounted investments and other unlisted equity instruments a key audit matter due to the: ● Subjectivity and judgement involved in performing impairment assessments for equity accounted investments or determining the fair value for equity instruments. ● Large number of investments held by the Group, each with varying terms, which creates complexity in determining the appropriate accounting treatment. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2020, but does not include the financial report and our auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. 141

Independent Auditor’s Report Auditor’s responsibilities for the audit of the financial report Our objectives are 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and 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 Our opinion on the remuneration report We have audited the remuneration report included in pages 24 to 39 of the directors’ report for the year ended 30 June 2020. In our opinion, the remuneration report of SEEK Limited for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001. 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 responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Chris Dodd Melbourne Partner 29 September 2020 142

SHAREHOLDER
INFORMATION

The shareholder information set out below was applicable as at 31 August 2020.

A. Distribution of shareholders
Analysis of numbers of ordinary shareholders by size of holding:

Range

1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 +
Rounding
Total

Total holders

% of Issued
Capital

21,506
8,575
1,049
515
55

7,656,693
18,971,450
7,395,399
11,151,662
307,854,986

31,700

353,030,190

2.17
5.37
2.09
3.16
87.20
0.01
100.00

There were 579 holders of less than a marketable parcel of ordinary shares.

B. Twenty largest quoted equity security holders
The names of the twenty largest registered holders of quoted equity securities are listed below:

Name

HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
BNP Paribas Nominees Pty Ltd (Agency Lending DRP a/c)
Kiteford Pty Ltd (Andrew Bassat Family a/c)
BNP Paribas Noms Pty Ltd (DRP)
Citicorp Nominees Pty Limited (Colonial First State Inv a/c)
Australian Foundation Investment Company Limited
Mr Andrew Reuven Bassat
Netwealth Investments Limited (Wrap Services a/c)
HSBC Custody Nominees (Australia) Limited (NT-Comnwlth Super Corp a/c)
Pacific Custodians Pty Limited (SEK Plans Ctrl a/c)
BNP Paribas Nominees Pty Ltd Hub 24 Custodial Serv Ltd (DRP a/c)
Netherlane Pty Ltd (Paul Bassat Family a/c)
Mr Roger William Allen
HSBC Custody Nominees (Australia) Limited - GSCO ECA
Pacific Custodians Pty Limited (Employee Share Tst a/c)
Australian United Investment Company Limited
Mutual Trust Pty Ltd
Top 20 holders of ordinary fully paid shares (total)
Other shareholders
Total

Unquoted equity securities
Options/rights issued to take up ordinary shares under SEEK’s equity plans:

Wealth Sharing Plan Rights
Wealth Sharing Plan Options
Restricted Rights (1)

(1) Restricted Rights are issued to Malaysian-based SEEK Equity Plan participants in lieu of Deferred Shares.

Ordinary Shares

Number Held

114,169,073
85,507,709
21,929,842
21,924,580
13,388,419
11,250,113
6,609,806
4,251,271
4,159,633
3,113,705
1,992,384
1,539,361
1,267,346
1,217,663
1,161,245
1,145,820
1,032,745
959,699
900,000
893,175
298,413,589
54,616,601
353,030,190

% of Issued
Capital

32.34
24.22
6.21
6.21
3.79
3.19
1.87
1.20
1.18
0.88
0.56
0.44
0.36
0.34
0.33
0.32
0.29
0.27
0.25
0.25
84.53
15.47
100.00

Number held

1,540,319
996,640
25,985

Number of
holders

30
5
8

SEEK Limited Annual Report 2020143

C. Substantial Holders
Substantial holders in the company are set out below:

FIL Limited and FIL Investment Management (Australia) Limited
Pinnacle Investment Management Group Limited and subsidiaries

The Vanguard Group Inc and Vanguard Investments Australia Ltd
BlackRock Inc and subsidiaries

Number held(1)

25,709,706

21,805,325
17,760,331
17,641,283

% issued
capital

7.28
6.18

5.03
5.00

(1) Number of shares held by substantial shareholders is based on the most recent notifications lodged by substantial shareholders with the ASX.

D. Voting Rights

The voting rights attaching to each class of equity securities are set out below:

Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.

Wealth Sharing Plan Options and Rights
No voting rights.

Restricted Rights
No voting rights.

Shareholder Information144

FIVE YEAR
FINANCIAL SUMMARY

Operating Results

Sales revenue

ANZ

SEEK Asia

Brasil Online

OCC

SEEK Learning

Other businesses (AP&A Other)

Zhaopin

Online Education Services

Early Stage Ventures

Total sales revenue(2) (3)

Segment EBITDA(4)

Segment EBITDA to sales (%)

Share of results of equity accounted investments(5)

Net profit after tax (NPAT)

Non-controlling interests

Profit for the year attributable to owners of SEEK Limited

Balance Sheet

Current assets

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Total liabilities

Net assets

Equity

Gearing (debt/debt+equity)

Per ordinary share ($) (from continuing operations)

Dividends - interim

Dividends - final

Dividends - total

Basic earnings per share

Diluted earnings per share

2020
$m

387.2

162.9

52.4

25.1

2.0

749.6

136.6

61.6

2019
$m

440.0

176.6

64.1

26.5

2.5

647.9

127.5

52.2

2018(1)
$m

409.7

151.8

74.9

29.0

19.2

468.1

119.4

27.4

2017
$m

355.9

139.7

87.3

29.4

2.6

14.0

372.9

28.0

5.4

2016
$m

313.1

141.8

91.7

29.7

42.1

2.6

329.1

0.3

1,577.4

1,537.3

1,299.5

1,035.2

950.4

414.9

26.3%

(39.9)

(90.8)

(20.9)

(111.7)

817.2

3,519.3

4,336.5

961.3

1,991.7

2,953.0

1,383.5

58.4%

13.0

(31.7)

(32.6)

455.0

29.6%

(16.5)

198.4

(18.1)

180.3

693.2

3,557.0

4,250.2

904.6

1,651.2

2,555.8

1,694.4

48.6%

24.0

22.0

46.0

51.3

50.1

431.2

33.2%

(6.2)

90.0

(37.8)

52.2

618.2

3,165.8

3,784.0

774.1

1,384.9

2,159.0

1,625.0

44.4%

24.0

22.0

46.0

14.9

13.8

362.3

35.0%

4.3

362.0

(21.8)

340.2

841.9

2,841.1

3,683.0

550.0

1,093.1

1,643.1

2,039.9

32.2%

23.0

21.0

44.0

97.9

96.6

366.7

38.6%

12.2

399.4

(42.3)

357.1

737.0

2,541.4

3,278.4

575.0

878.8

1,453.8

1,824.6

31.1%

21.0

19.0

40.0

103.7

101.7

(1) Certain amounts reported for FY2018 have been restated due to the adoption of AASB 15 Revenue from Contracts with Customers on 1 July 2018.

(2) Sales revenue is revenue excluding interest, dividend, other revenue and other income from fair value gains on acquisitions.

(3) Refer to Note 1 Segment information for further details on the minor changes made to SEEK’s operating segments for FY2020. Consequently, sales revenue by operating segment has

been restated for the year ended 30 June 2019. There has been no change to total SEEK Group revenue or EBITDA.

(4) Segment EBITDA is earnings before interest, tax, depreciation and amortisation and excludes share of results of equity accounted investments, amortisation of share-based payments
and long-term incentives, gains/losses on investing activities, and other non-operating gains/losses. Effective 1 July 2019, the Group has applied the new AASB 16 Leases standard
using the modified retrospective approach. Lease costs such as property rental payments are now accounted for as depreciation and interest expense below EBITDA for FY2020.
Comparative information for the year ended 30 June 2019 has not been restated.

(5)

Includes dilution of investments in associates.

SEEK Limited Annual Report 2020Shareholder Information

145

146

SEEK Limited Annual Report 2020

OUR PURPOSE:
We help people
live more fulfilling
and productive
working lives and
help organisations
succeed.

Directors

Graham B Goldsmith
Chairman

Andrew R Bassat
Managing Director,
Chief Executive Officer and Co-Founder

Julie A Fahey

Leigh M Jasper

Michael H Wachtel

Vanessa M Wallace

Lynne Jensen
Secretary

Principal registered
office in Australia

Level 6
541 St Kilda Road
MELBOURNE VIC 3004
AUSTRALIA
Ph: +61 3 8517 4100

Share register

Computershare Investor
Services Pty Ltd
452 Johnston Street
ABBOTSFORD VIC 3067
Ph: +61 3 9415 4000

Auditor

PricewaterhouseCoopers
2 Riverside Quay
SOUTHBANK VIC 3006

Stock exchange listing

SEEK Limited shares are
listed on the Australian
Securities Exchange
(Listing code: SEK)

Website

www.seek.com.au

ABN

46 080 075 314

Pacesetter Laser Recycled is 30% recycled and made from elemental
chlorine free bleached pulp sourced from sustainably managed sources.
It is manufactured by an ISO certified mill.

This Annual Report was printed in Australia by an organisation that is both
ISO14001 (Environmental) and ISO9001 (Quality) independently certified.

ABN 46 080 075 314

SEEK Limited Annual Report 2018

145

Corporate Directoryseek.com.au
seek.co.nz
seekbusiness.com.au
seek.com.au/learning
seekvolunteer.com.au
certsy.com
au.gradconnection.com
jobsdb.com
jobstreet.com
catho.com.br
occ.com.mx
jora.com
digitary.net

zhaopin.com
oes.edu.au
futurelearn.com
coursera.org
utel.edu.mx
avenulearning.com
caelum.com.br
go1.com
employmenthero.com
jobadder.com
sidekicker.com
jobandtalent.com
florence.co.uk
workana.com