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SEEK
Annual Report 2023
Contents
FY2023 Highlights
Message from the Chairman and CEO
About SEEK
Sustainability Summary
Corporate Governance Summary
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Financial Report
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Five Year Financial Summary
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Acknowledgement of Country
Cabbe melemungil! (a Woi-wurrung word for “greetings”)
SEEK respectfully acknowledges the Traditional Owners of the
lands on which it operates. We acknowledge Australia’s Aboriginal
and Torres Strait Islander people as Australia’s First Peoples, paying
respects to their rich cultures, to their Elders past, present and
future, and their continuing custodianship of the land, waterways
and community on which we all rely. We extend that respect to all
Aboriginal and Torres Strait Islander people.
We recognise and value the ongoing contribution of Aboriginal and
Torres Strait Islander people and communities to Australian life and
how this enriches us all.
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
15 August 2023. 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:
60 Cremorne Street, Cremorne VIC 3121.
A description of the nature of the consolidated entity’s operations
and its principal activities is included in the Operating and Financial
Review in the Directors’ Report on pages 18 to 30.
Through the use of the internet, SEEK has ensured that its
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 the Investor
Centre on SEEK’s website at www.seek.com.au/about/investors/
Our purpose
We help people live more fulfilling
and productive working lives and
help organisations succeed.
We aspire to be the
first choice for both
talent and employers
SEEK Limited Annual Report 2023
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We continue to build
mutually beneficial
relationships with
our stakeholders
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SEEK Limited Annual Report 2023
FY2023 Highlights
Overview
Sustainability
Summary
Corporate
Governance
Summary
Directors’
Report
Remuneration
Report
Financial
Report
Financial
– Revenue of A$1,225m, up 10% vs pcp
– EBITDA of A$546m, up 7% vs pcp
– Adjusted NPAT(1) of A$255m, down 1% vs pcp
– Total FY2023 dividend of 47 cents per share
Operational
– Platform Unification software development complete
and on track for progressive rollout across Asian markets
during FY2024
– Maintained market and brand metrics
– New budget-based contract structure rolled out in
SEEK Asia leading to yield growth
– Record visits and higher applications per ad in ANZ
– Strategic investment across SEEK’s marketplace goals
ESG
– Human rights: screened hirers and job ads on SEEK’s platforms
and commenced audit of SEEK’s cleaning contractors
– Data and cyber: completed cybersecurity governance audit
and responsible AI reviews
– People: equal representation of women and men on the
Executive Leadership Team and APAC workforce
– Social: published SEEK Employment Reports and SEEK
Advertised Salary Index
– Environment: certified carbon neutral across business
operations for FY2022 by Climate Active
(1) Results related to Continuing Operations. Adjusted NPAT is defined as Reported NPAT for Continuing Operations excluding the SEEK Growth
Fund and significant items.
SEEK Limited Annual Report 2023
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Message from the Chairman and CEO
Graham Goldsmith, Chairman
Ian Narev, Managing Director and Chief Executive Officer
Dear Shareholder,
We are pleased to introduce SEEK’s Annual Report for the financial year ended 30 June 2023.
Our performance
During FY2023, low unemployment and high candidate engagement provided positive market conditions for SEEK.
Notwithstanding, following record highs during the post-COVID recovery in the previous year, job ad volumes
moderated somewhat, yet remained above historical averages. Our long-term ongoing investment in our product
development and pricing capability enabled us to maintain market-leading positions and improve our yield. So
revenue grew, as did EBITDA. We were able to continue our investment for the future, at the same time paying
a total dividend of 47 cents per share during FY2023.
Our major investment priority over the last three years, the Platform Unification project, progressed very well.
The project remains on budget and on track for completion during FY2024. We are only months away from
achieving our goal of having a more agile, more resilient and more secure product platform and internal systems
to support our ambitious growth aspirations.
Our strategy
This year we provided investors a separate update on our long-term strategy to grow the number of placements we
facilitate and the value we add to each placement. We have set ourselves ambitious goals, particularly in the context
of the highly competitive market in which we operate. As we made clear in the strategy update, we see great growth
potential for the business, as long as we execute to the best of our ability. Our continuing investments in areas
including artificial intelligence, data analytics, verification and pricing for value delivered, provide the opportunity
to maintain market leadership positions and improve profitability.
Performance of the SEEK Growth Fund
Following deconsolidation of the SEEK Growth Fund (the Fund) from SEEK’s accounts on 19 December 2022,
SEEK holds an 83.8% interest in the Fund, continuing to provide SEEK with economic exposure to high-growth
investments in human capital management markets.
Since its inception, the value of the Fund has increased 41%. The adjusted portfolio value is now approximately
$2.3 billion. The Fund’s valuation in more challenging market conditions for technology companies is being driven
by ongoing revenue growth across key assets in the portfolio, reaffirming the quality of those assets. As a result,
SEEK made a final investment in the Fund of two-thirds of the Fund’s $90 million capital raise during FY2023.
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Social impact and communities
Our core business gives us plenty of opportunity to have a positive impact in eight countries. During the year, we
improved measurement of our social impact through our core operations. We also continued to provide data and
insights to support policy development and programs across a range of government portfolios. We have also
continued our work in other areas that are important to our communities. These include extension of our fair hiring
and modern slavery programs, achievement of carbon neutral certification globally and deepening our partnerships
with First Nations communities.
Our people
Our employee engagement surveys indicate that our employees remain highly engaged, with scores above
the global technology company benchmark. We also continued to make progress on our diversity and inclusion
initiatives. We maintained equal representation of women in our Executive Leadership Team and above 30%
representation on the Board.
Looking forward
As we continue to strive to achieve our purpose, all of us at SEEK are motivated by the potential of the business.
Your Board and management team are very positive about SEEK’s prospects.
We will continue to focus on our purpose, and to invest for the long term. We believe that if we can execute our
strategy as well as we intend to, all our stakeholders will enjoy the benefits.
We thank you for your support and assure you of our continuing commitment to work hard to justify your
ongoing faith in us.
Graham Goldsmith
Chairman
Ian Narev
Managing Director and Chief Executive Officer
SEEK principles
PASSION
TEAM
DELIVERY
FUTURE
Passion
Delivery
Team
We are passionate
about our purpose,
our customers and
the community
We execute
with excellence and
achieve great results
We care about each
other and collaborate
to achieve together
Future
We think and act
for the long term
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
About SEEK
A market leader in online employment marketplaces.
A multinational presence spanning Australia,
New Zealand, Hong Kong, South East Asia, Brazil
and Mexico. In addition, SEEK has minority investments
in China, South Korea and a number of other countries.
Leverages unique data and technology to create innovative
solutions and insights into the future of work.
Protects customers’ privacy and uses data ethically.
Employs 3,700+ people across Australia, New Zealand,
Asia and Latin America.
ASX listed with headquarters in Melbourne, Victoria.
Our operations
Mexico
Mexico
Brazil
Hong Kong, Malaysia,
Singapore, Thailand,
Indonesia and
Philippines
Hong Kong, Malaysia,
Singapore, Thailand,
Indonesia and
Philippines
Brazil
Australia
New Zealand
Australia
Geographical coverage represents the countries of operation of SEEK’s controlled online employment marketplaces.
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SEEK Limited Annual Report 2023
Overview of SEEK’s structure
Employment marketplaces (1)
SEEK ANZ
SEEK Asia (2)
Brasil Online
OCC
Platform support
Portfolio investments (3)
SEEK Growth Fund (5)
Zhaopin (4)
Early-Stage Ventures (ESVs)
A portfolio of investments across three priority themes
Small portfolio of ESVs
Online Education
HR SaaS
Contingent Labour
(1) Employment marketplaces comprise ANZ, SEEK Asia, Brasil Online, OCC, Platform support, Corporate costs segments.
(2) SEEK has a minority interest in JobKorea.
(3) Assets owned by SEEK but managed by the Fund’s Manager (an independent management company).
(4) SEEK holds a 23.5% equity accounted investment in Zhaopin.
(5) SEEK holds an equity accounted investment in the SEEK Growth Fund. SEEK’s legal ownership is 83.8% at 30 June 2023.
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Sustainability Summary
SEEK’s approach to sustainability is driven by a commitment to its purpose
and to having a positive impact on people and the communities in which
it operates. SEEK holds itself to account on this commitment and continues
to evolve and strengthen its sustainability approach.
SEEK’s Sustainability Report outlines the Company’s overall sustainability approach, focusing on its key Environmental,
Social and Governance (ESG) focus areas. For further information on SEEK’s progress and activity in these areas, please
refer to the full Sustainability Report. The following is a short overview of the full report.
Sustainability at SEEK
SEEK’s approach to Environmental, Social and Governance
(ESG) topics focuses on areas that have the most impact and
align most to SEEK and its stakeholders and where SEEK can
make a meaningful difference. Human rights (including fair
hiring), social impact, data and cyber, diversity and inclusion
and climate change are some of those focus areas.
The full Sustainability Report covers these focus areas, along
with other ESG risks and opportunities, that could impact
SEEK’s ability to sustain future financial performance and
deliver on its long-term strategy. Key highlights and future
areas of focus can be found on pages 11 – 13. For a full progress
update see the Sustainability Report.
SEEK’s materiality assessment continues to align with
the Group Reporting Initiative (GRI) Standards, the
Sustainability Accounting Standards Board (SASB) topics
(relevant to SEEK) and the ASX Corporate Governance
Principles and Recommendations.
This year, SEEK further revised its materiality assessment
to prioritise the following six high-level ESG topics:
• Human rights;
• Data and cyber;
• People;
• Social impact;
• Environment – climate; and
• Responsible business conduct.
SEEK also aligns with the Task Force on Climate-related
Financial Disclosures (TCFD) for its environmental reporting
and is planning for the adoption of new international
sustainability report standards (International Sustainability
Standards Board).
S U S T A I NABILITY @SEEK
SOCIAL IMPACT
· How SEEK delivers
on its purpose
HUMAN RIGHTS
· Fair hiring
· Online safety and security
· Modern slavery
DATA & CYBER
· Data trust and AI
· Data privacy
· Cybersecurity
PEOPLE
· Employee engagement
· Diversity and inclusion
· Workplace health,
safety and wellbeing
·
ENVIRONMENT
· Minimising
environmental impact
· Climate resilience
RESPONSIBLE
BUSINESS
· Culture of ethical conduct
· Responsible business practices
and resilient businesses
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SEEK is committed to being transparent about how jobseeker
information is collected, used and managed and to complying
with all relevant privacy legislation. SEEK invests heavily to
protect the personal information of jobseekers and hirers,
and its own networks and applications, from misuse or
unauthorised access. This involves a combination of technical
solutions, internal processes and cybersecurity practices.
SEEK will continue to review and refine its data and cyber
approach. This includes the ongoing consideration of utilising
technologies such as generative AI and further investment in
cybersecurity capabilities to continuously improve and stay
aligned with evolving frameworks.
Social impact
As a leading employment marketplace, SEEK is uniquely
positioned to have a positive social impact.
Delivering on SEEK’s purpose has a positive social impact on
individuals, businesses and the employment markets in which
SEEK operates. In FY2023, SEEK developed a Social Impact
Framework that outlines six key areas of social impact. SEEK
increases its impact by delivering on its strategy of growing
more and better placements, through efficiently matching
talent to employers and by prioritising ethical standards and
practices on SEEK platforms and ethical use of AI and data.
Through the provision of unique, broad-based data and
insights, SEEK is continuing to support policy development
across key portfolios such as Treasury, Skills and Education
and Immigration and Employment. SEEK’s insights have helped
inform the Australian government in areas including the supply
and demand of labour, trends in advertised salaries, forecasting
skills needs and the relationship between job ad volumes and
the unemployment rate.
SEEK Volunteer leverages SEEK’s online employment platforms
to connect people with volunteer opportunities efficiently
and safely. SEEK’s considerable investment, spanning 23 years,
has made SEEK Volunteer one of the longest social impact
investments by a technology company in Australia.
Engagement with Indigenous communities.
SEEK continues to build relationships with Aboriginal and
Torres Strait Islander communities in Australia and develops
working relationships with all peoples in New Zealand,
including tangata whenua. In FY2023, SEEK established a
First Nations governance and leadership structure, including
an ongoing role for Indigenous advisors. In the next 12 months,
SEEK will formalise its approach by creating a First Nations
Strategy and Implementation Plan. Establishing these
foundations is an important step, enabling SEEK to play a role
in reconciliation.
Stakeholder engagement
Stakeholders provide valuable insights into the expectations
of SEEK and inform SEEK’s ESG priorities and reporting. SEEK’s
stakeholder engagement on ESG matters is wide ranging.
SEEK’s main stakeholders are:
• customers – hirers and jobseekers;
• employees and prospective employees;
• shareholders, investors and analysts;
• suppliers, business partners and financiers;
• government and regulators; and
• the communities in which SEEK operates.
Human rights
SEEK’s fair hiring purpose is to improve working lives by
preventing exploitative recruitment and modern slavery.
Fair hiring is a key ESG topic reflecting the potential human
rights impacts of job advertising, particularly in Asia. As an
organisation that operates to improve millions of working
lives, SEEK is uniquely positioned to lead change against
unfair hiring practices. Technology and expertise in hirer
and job ad screening has been developed and implemented
across the ANZ and Asia platforms to improve SEEK’s fair
hiring processes and systems.
Ongoing investment in fair hiring will safeguard jobseekers
and help them recognise SEEK’s employment platforms as a
safe and trusted space. Further improvements of product and
technology capability will be implemented as part of the move
to a single unified APAC platform by the end of FY2024.
Modern slavery involves coercion, threats or deception to
exploit victims and undermine their freedom. This can occur
across global supply chains and within business operations.
SEEK applies a Modern Slavery Framework across its global
operations to identify and address modern slavery risk within
its supply chains. This involves a three-step approach to:
analyse suppliers for inherent modern slavery risk; assess the
operations and governance of suppliers with elevated risk;
and work with suppliers to take remedial action when modern
slavery incidents or risks are identified.
SEEK also has an ongoing program of due diligence
assessments across its employment platforms for countries
with higher risks of modern slavery.
SEEK issued its third Modern Slavery Statement in November
2022. The next Statement will be available on the Australian
Government Modern Slavery Statements Register and on the
SEEK website in late 2023.
Data and cyber
When customers provide their information, they trust SEEK
to protect their privacy and use their data ethically. SEEK
invests significantly in cybersecurity in relation to people,
processes and technology.
SEEK is committed to ensuring jobseekers and hirers feel
they are always in control of the data they share with SEEK.
Responsible use of data and artificial intelligence (AI) is
central to SEEK’s approach. Leveraging data and AI technology
can improve outcomes for jobseekers and hirers and reduce
cost and effort. In developing these capabilities, SEEK takes
a responsible and risk-based approach, with a focus on
user trust.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Sustainability Summary
People – diversity and inclusion
SEEK fosters an inclusive and diverse culture, creating
an environment in which everyone feels they can belong.
SEEK’s Wellbeing, Diversity and Inclusion Strategy is currently
being refreshed. To ensure continued promotion of a diverse
and inclusive workforce at SEEK, there will remain a specific
focus on gender diversity, LGBTQIA+, First Nations peoples
in Australia and employee wellbeing. SEEK is elevating cultural
and regional diversity as a priority, with a particular focus on
cultural diversity across leadership roles.
SEEK’s Diversity and Inclusion Policy, also under review,
is available on the Corporate Governance page in the
‘Investors’ section of the website.
Environment – climate
SEEK is preparing for the impacts of climate change
and the transition to a low-carbon future.
SEEK’s approach focuses on two key priorities: climate
resilience (preparing for the impacts of climate change
on SEEK and the transition to a low-carbon economy);
and minimising environmental impact (managing SEEK’s
environmental impacts through reducing emissions
and other impacts).
In FY2023, SEEK achieved carbon neutral certification
for its business operations under Climate Active across
the SEEK-wide footprint for FY2022 and completed
climate scenario analysis in line with TCFD commitments.
SEEK also committed to a SEEK-wide interim emissions
reduction target across all scopes of 40% for 2025.
Looking forward
SEEK will continue to develop its sustainability
performance and reporting through:
• adoption of new international sustainability
reporting standards (International Sustainability
Standards Board);
• external assurance of sustainability
performance data;
• expanded metrics for material ESG risks
and opportunities;
• further alignment of priority ESG risks and
opportunities with business strategies; and
• alignment with requirements of any updates
to the Modern Slavery Act 2018 (Cth).
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Progress and looking forward
1997
SEEK founded
2005
SEEK listed on ASX
2008
Corporate Social
Responsibility
program established
2014
Small Change
program established
2000
SEEK Volunteer
established
2015
Established SEEK Purpose
“We help people live more fulfilling
and productive working lives and
help organisations succeed”
2021
Aligned climate reporting to the
Task Force for Climate-related Financial
Disclosures (TCFD)
Committed to net zero by 2030
Carbon neutral ANZ business
operations (for FY2021)
2019
First Sustainability Report
Stakeholder assessment
Materiality assessment
Published emissions
inventory (ANZ)
2020
Commenced modern
slavery supplier and
operational due diligence
First Modern Slavery Statement
Launched Fair hiring initiative
Aligned with Sustainable
Development Goals
2022
Expanded focus to sustainability
in multinational businesses
Refreshed materiality assessment
Emissions Reduction Strategy
Published emissions inventory
for SEEK΄s multinational footprint
Aligned reporting to GRI Standards
Certified carbon neutral
business operations for FY2022
2024
External verification of
sustainability disclosures
Implementation of Platform
Unification program (APAC)
Expand modern slavery audits
2025
Emissions reduction target
of 40% across all emissions
scopes (on a 2022 baseline)
Science aligned emissions
reduction target
2023
Completed climate
scenario analysis
Commenced first
modern slavery audits
of high-risk suppliers
Completed modern slavery
due diligence assessments
of employment platforms
in Hong Kong and Singapore
Developed a SEEK Social
Impact Framework
2030+
SEEK Net Zero
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report ESG Highlights 2023
Human rights
Social impact
Fair hiring
Automatically scanned 7.8 million direct
job ads on SEEK platforms across Asia Pacific
(APAC) during FY2023. Approximately
10% of job ads were escalated for manual
review (780,000 job ads). Excluded more
than 1,900 hirers during onboarding,
closed 350 hirer accounts due to fraud/
scam and removed more than 2,800 job ads.
Continued to publish SEEK Employment Reports and began
publishing the SEEK Advertised Salary Index (ASI), so that
SEEK data and insights can support government policy
and programs in Australia.
Commenced development of a Social Impact Framework
to better articulate the areas where SEEK can have the
most positive impact.
Completed detailed risk assessment of direct job ads on
SEEK Asia platforms for jobs in high-risk countries, resulting
in the restriction of job ads to 14 countries.
Continued investment in SEEK Volunteer, connecting more
people to volunteer opportunities and ads offered free of
charge to the not-for-profit sector. Over 105,000 volunteers
were connected to opportunities.
Completed detailed control reviews of hirer onboarding
and job ad screening resulting in an improved ability to
detect and remove scam ads.
Commenced an employee fair hiring training program
across APAC.
Modern slavery
Completed due diligence assessments of employment
platforms in Hong Kong and Singapore to ensure
ongoing compliance with local regulation.
Completed a due diligence review of Jora job ads, resulting
in the closure of online operations in 11 countries, after
determining that appropriate remedial actions could not be
put in place.
Commenced modern slavery audits on SEEK’s cleaning
contractors with four contractors required to improve
their policies and processes.
Issued third Modern Slavery Statement in late 2022;
fourth Statement to be released in late 2023.
Continued investment in employee programs including
employee volunteering, donations and Small Change
workplace giving program. SEEK ANZ community
contributions were A$2.3m in FY2023. Social procurement
spend was A$577k in FY2023.
Partnered with an Aboriginal-owned business to complete
research focused on First Nations jobseekers and hirers.
Commenced program to
deepen employees’ knowledge
of Australia’s Aboriginal and
Torres Strait Islander cultures.
Data and cyber
Undertook an external audit of the governance of
cybersecurity at SEEK and commenced a program
of work to address actions recommended by the audit.
Completed cyber maturity reviews of several SEEK
subsidiaries including Sourcr, GradConnection and Certsy,
resulting in security remediation plans.
Completed responsible AI reviews to test that AI-based
services remain aligned to SEEK’s Responsible AI Principles.
Commenced role-based security training for teams in APAC
as part of an ongoing employee cyber awareness program.
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People
Environment – climate
Maintained equal representation of women
and men on the Executive Leadership Team.
Achieved carbon neutral certification for
business operations under Climate Active
across the SEEK-wide footprint for FY2022.
Maintained greater than 30% female representation
on the Board.
Continued programs targeting gender pay
equity and increasing female participation
in technology roles.
Maintained high levels of employee
engagement, consistently above global
technology company benchmarks.
Implemented an APAC-wide performance
management framework and global employee
share plan.
Completed climate scenario analysis in line with the Task Force
on Climate-related Financial Disclosures (TCFD) commitments.
Committed to a SEEK-wide 40% emissions reduction target
across all scopes by 2025.
Responsible business
Achieved 100% completion of anti-bribery compliance
training for new employees across APAC and maintained
refresher training every two years for existing employees.
United Nations Sustainable
Development Goals
SEEK supports the United Nations
Sustainable Development Goals
(SDGs), a blueprint for achieving a
better and more sustainable future
for all. SEEK contributes to the goals
that are most relevant to its business
strategy and operations.
Goal
Trend
towards
goal
Human rights
Data and cyber
Social impact
People
Environment
Responsible business
Improvement
On track
Improvement
On track
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Corporate Governance Summary
SEEK’s Board considers high standards of corporate governance to be a cornerstone
of creating long-term, sustainable shareholder value and to ensuring a fair, equitable
and respectful workplace for its employees. The Board is committed to fulfilling its
corporate governance responsibilities in the best interests of SEEK, while also
protecting the interests of its stakeholders.
This summary of SEEK’s Corporate Governance Statement outlines the principal governance arrangements which operated
across SEEK Limited (SEEK) during FY2023 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 FY2023.
SEEK’s full Corporate Governance Statement, along with the Company’s corporate governance policies and charters,
can be found on the Corporate Governance page in the ‘Investors’ section of SEEK’s website at
https://www.seek.com.au/about/investors/corporate-governance/
Board of Directors
Director
Graham Goldsmith
Ian Narev
Andrew Basset
Julie Fahey
Jamal Ibrahim
Leigh Jasper
Linda Kristjanson
Michael Wachtel
Vanessa Wallace
Board structure
Position and independence
Chairman since January 2019
Independent Non-Executive Director
Appointment as director
October 2012
Managing Director and Chief Executive Officer
July 2021
Non-Executive Director (not independent)
Executive Director from September 1997
Non-Executive Director from July 2021
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
July 2014
July 2023
April 2019
October 2020
September 2018
March 2017
Delegation
Board
MD and CEO
Reporting and accountability
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Nomination
Committee
Audit and Risk
Management
Committee
Remuneration
Committee
• External auditor
• Internal audit
• Risk management framework
• Chief Risk Officer
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Executives
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Role of Board
Board committees
The Board operates in accordance with the SEEK Board
Charter (the Charter) and is accountable to shareholders for
SEEK’s performance. The Board meets regularly to set strategy,
monitor risk and review SEEK’s performance and progress
against its strategic direction and business plans. The Charter
was most recently reviewed by the Board in August 2022.
The Board has established three standing committees: the
Nomination Committee; the Audit and Risk Management
Committee (ARMC); and the Remuneration Committee.
These committees provide efficient and effective mechanisms
to focus on key areas of Board responsibility. Each Committee
has a separate charter and regularly reports to the Board.
The Charter delegates authority to the MD and CEO for the
management of SEEK, subject to established limitations.
The Board and management delegations were reviewed
during FY2023.
A full outline of the key roles and responsibilities and
composition of the three standing committees, the number
of meetings and director attendance can be found in SEEK’s
full Corporate Governance Statement.
The Board has established standards encouraging responsible
and ethical behaviour for all SEEK employees, officers and
directors. These are outlined in the Whistleblower Protection
Policy, Anti Bribery and Corruption Policy and Code of
Conduct, all of which were reviewed in FY2022. The
Whistleblower Protection Policy was again reviewed in
FY2023. The Audit and Risk Management Committee receives
periodic reports on grievances and complaints, and any
material breaches and incidents reported under the Anti
Bribery and Corruption Policy, the Whistleblower Protection
Policy and the Code of Conduct.
Our SEEK is SEEK’s revised culture statement, which articulates
our values and applies across the organisation. It aligns SEEK’s
purpose with a clearly defined set of principles and behaviours
to guide decision making and the operation of the business.
A summary can be found in SEEK’s Sustainability Report 2023.
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.
Company Secretary
The Company Secretary is Rachel Agnew, 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.
Board skills and experience matrix
The skills and experience of SEEK’s directors reflect SEEK’s
strategy and principal activities globally. In assessing its skills
and experience mix, and identifying any gaps in its collective
skills, the Board applies a skills matrix as well as taking into
account Board diversity.
The Board’s skills and experience matrix has been in place for
several years. SEEK has recently undergone organisational
change, with the separation and deconsolidation of the SEEK
Growth Fund, significant business change, as a result of the
Unification project and harmonisation across APAC, and has
developed a revised long-term strategy as announced to the
market on 4 April 2023.
Within this context, the Board has undertaken a review of
its skills and experience matrix and made some changes.
A number of the previous definitions have been expanded
and refined, and the Board has introduced two new skills and
experience – People and Culture and Financial and Non-
Financial Risk (previously combined with Financial Acumen).
The relevant skill and experience could be gained through
executive and non-executive roles, including at SEEK. For each
individual director to be considered to have the skill, they must
be rated ‘extensive or expert experience’.
The results of the survey assessing the Board’s collective skills
and experience against the updated matrix can be found in
SEEK’s full Corporate Governance Statement.
Board diversity
The Board’s composition reflects: gender balance; a broad tenure and age range;
and diverse educational and geographic backgrounds.
49-68 years
Age range of directors
SEEK is committed to fostering an inclusive culture that values diversity. This is
reflected in the Board’s considerations on its composition. This includes ensuring
the right mix and representation of skills and experience are present, along with
diversity of backgrounds and experiences to bring different perspectives and
enhance decision making.
0.2 to 10.9 years
Range of tenure of SEEK’s
non-executive directors*
Measurable objectives
SEEK’s Board intends to maintain above 30% of female directors.
The Board’s measurable objectives – established 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 page 29. The respective proportions of women and men
in executive and senior manager positions and across the whole workforce is
outlined on page 29 of the Sustainability Report.
*Andrew Bassat’s tenure as a non-executive director is calculated from 1 July 2021.
33%
Female directors of SEEK Limited
5.1 years
Average tenure of SEEK’s
non-executive directors
One
Malaysian non-executive director
based in Kuala Lumpur
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Corporate Governance Summary
Appointment of new directors
Corporate reporting and assurance
The Nomination Committee undertakes Board succession
planning. All newly appointed directors stand for election
at the Annual General Meeting (AGM) following their
appointment. As noted above, Jamal Ibrahim was appointed
a new independent non-executive director in July 2023 and
will stand for election at the November AGM.
All directors are provided with appropriate development
and support.
Full details on the appointment process of new directors
and information on directors’ responsibilities and obligations
can be found in the full Corporate Governance Statement.
Board performance evaluation
The Board evaluates its performance annually to ensure that
individual directors and the Board, as a whole, work effectively
in meeting the responsibilities described in the Board and
Committee Charters.
Externally facilitated performance reviews are also undertaken
periodically. The Board conducted an externally facilitated
Board review in FY2022 and again in FY2023. As a result of the
review in FY2023, some enhancements have been made to
continually improve the Board and Executive Leadership Team
discussions on strategy and to Board and Committee process.
SEEK has processes in place to verify the integrity of both
audited and unaudited periodic corporate reports that it
releases to the market, overseen by the ARMC. The committee
reviews the financial reports and the related representations
provided by management. It meets with the external auditor
to discuss the financial reports without management present.
The committee recommends to the Board the appointment
of the external auditor and the matters associated with the
external auditor.
Market disclosure
SEEK’s Continuous Disclosure Policy aims to ensure that SEEK
complies with its continuous disclosure obligations under the
ASX Listing Rules and the Corporations Act. The Board is
responsible for ensuring compliance with the Continuous
Disclosure Policy. 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 for the
Board’s approval.
SEEK’s investor and analyst presentations are released to the
market ahead of the presentation. The Board receives copies
of all market releases immediately after they are released to
the market.
Risk management and assurance
Shareholders and stakeholder engagement
SEEK is committed to transparency and openness in its
communication with shareholders. The Board and management
work to keep shareholders fully informed regarding
developments and important information affecting SEEK.
The ‘About SEEK’ section of the SEEK website provides general
information about SEEK and its governance to shareholders.
Shareholders may send and receive communications with
SEEK and its share registry, Computershare, electronically.
SEEK has an active investor engagement program covering
institutional investors, private investors, analysts and the media.
The AGM is also a key opportunity for shareholders to hear
the Chairman and MD and CEO provide updates on SEEK’s
performance, ask questions of the Board or external auditor,
and to express a view and vote on various SEEK business
matters. SEEK encourages its shareholders to attend its AGM.
The Board has overall responsibility for SEEK’s risk management
and has established the Risk Management Framework, which
the ARMC reviews annually to ensure it continues to be sound.
Through SEEK’s Risk Appetite Statements, the Board
determines SEEK’s appetite for key risks. The ARMC monitors
SEEK’s management of risk against the Risk Management
Framework, including whether it is operating within the risk
appetite set by the Board. The Risk Management Framework
was reviewed during FY2023.
SEEK monitors its exposure to business risks including
operational, financial, non-financial and ESG risks.
SEEK’s Principal Risks are described in the Directors’ Report.
SEEK’s Sustainability Report 2023 outlines the approach to
environmental, social and governance risks.
SEEK’s Risk and Assurance function incorporates the internal
audit function and is responsible for delivering assurance
projects including internal audits. The Chief Risk Officer
reports to the Chief Financial Officer (CFO) and has
unrestricted access to the Chairman of the Board and the
Chair of the ARMC and attends all ARMC meetings.
Remuneration of directors and executives
The Remuneration Report contains details of director
and executive remuneration, including checks undertaken
on executives prior to appointment, FY2023 remuneration
structure, executive performance evaluations and
remuneration related policies and requirements that apply
to directors and executives.
16
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SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Directors’ Report
Your directors present their report on the consolidated entity consisting of
SEEK Limited and the entities it controlled at the end of, or during, the year
ended 30 June 2023 (referred to as ‘the Company’ or ‘SEEK’).
Forward-looking statements
This Directors’ Report (Report) contains forward-looking statements. While these forward-looking statements reflect the
Company’s expectations at the date of this Report, they are not guarantees or predictions of future performance or statements
of fact. They involve known and unknown risks and uncertainties, which may cause actual outcomes and developments to differ
materially from those expressed in the statements contained in this Report.
The Company makes no representation, assurance or guarantee as to the accuracy, completeness or likelihood of fulfilment
of any forward-looking statement, any outcomes expressed or implied in any forward-looking statement or any assumptions
on which a forward-looking statement is based. Except as required by applicable laws or regulations, the Company does not
undertake to publicly update or review any forward-looking statements, whether as a result of new information or future events.
Past performance cannot be relied on as a guide to future performance.
Information on likely developments in SEEK’s business strategies, prospects and operations for future financial years and the
expected results that could result in unreasonable prejudice to SEEK (for example, information that is commercially sensitive,
confidential or could give a third party a commercial advantage) has not been included in this Report. The categories of
information omitted include forward-looking estimates and projections prepared for internal management purposes and certain
information regarding SEEK’s operations and projects, which are developing and susceptible to change.
Non-IFRS information
This Report and the Annual Report include certain non-IFRS financial measures, including measures of earnings before interest,
tax, depreciation and amortisation (EBITDA), disclosure of effective tax rate information and a reconciliation of income tax
expense to net current tax liabilities. Non-IFRS measures should not be considered as alternatives to an IFRS measure of
profitability, financial performance or liquidity.
SEEK Limited Annual Report 2023
17
Directors’ Report
Operating and Financial Review
SEEK is having an impact improving people’s lives
across employment and education
Principal activities
SEEK’s principal activities consist of online matching of
hirers and candidates with career opportunities and other
related services.
SEEK also has an economic interest in the SEEK Growth Fund
(the Fund), which is a unit trust that holds investments in a
portfolio of high-growth investments in the human capital
management industry.
SEEK Continuing Operations
Continuing Operations includes SEEK’s employment
marketplaces, select portfolio investments and SEEK’s
equity accounted investment in the Fund.
Approximately
60m
candidate
relationships
Approximately
450k
hirer
relationships
Approximately
900m
population
exposure
Board and executive priorities
The Board agreed a number of strategic priorities for the Managing Director and Chief Executive Officer (MD and CEO) and SEEK
executives for the FY2023 year, against which SEEK’s performance would be measured during the year. These strategic priorities
include delivery of the Platform Unification program on budget and on time for FY2024 and developing and progressing an
updated growth strategy for SEEK (in light of the separation of the Early-Stage Ventures into the Fund and SEEK’s focus on its
core platforms). In summary, the Platform Unification program is expected to be delivered within the Board approved budget
and timeline, and the updated strategy was presented to investors in April 2023. Further detail on the strategy and Platform
Unification, including performance, is included in this Report.
These strategic priorities are in addition to other ongoing priorities agreed by the Board for the MD and CEO and SEEK executives
to: effectively manage SEEK’s financial and non-financial key risks; maintain and enhance SEEK’s unique organisational culture;
develop its leaders for the future; and to protect SEEK’s strong reputation with its stakeholders. These strategic priorities are also
in addition to the marketplace goals outlined on page 20.
18
SEEK Limited Annual Report 2023
Business strategies and prospects
SEEK overview
SEEK’s purpose is to help people live more
fulfilling and productive working lives and
help organisations succeed. In pursuit of
that purpose, SEEK operates market leading
online employment marketplaces in eight
countries across the Asia Pacific region
and two countries in Latin America. SEEK’s
employment marketplaces match people
with organisations to create job placements.
SEEK’s strong networks on both sides of
the marketplace and its innovative use of
technology, creates extensive pools of data
that SEEK utilises to help people find relevant
job opportunities and help organisations
find suitable people efficiently. SEEK invests
continuously to improve its reach and
capability to drive long-term growth.
Employment
marketplace
People
Organisations
Both sides of the market:
Have sophisticated
preferences
Engage actively
Have a need for trust
SEEK’s evolution
Origins in Australia and New Zealand
before international expansion
SEEK was founded in Melbourne,
Australia in 1997 and initially focused on
building the leading online employment
marketplace in Australia and New
Zealand. SEEK ANZ is now the market
leader on key metrics such as brand
awareness, placement share and
monthly visits.
Leveraging its experience and
capabilities, SEEK expanded to other
geographies through acquisitions. Most
significantly, SEEK acquired JobsDB and
JobStreet, which together now comprise
SEEK Asia. SEEK Asia is the market leader
in placements in six large and growing
Asian markets, with strong levels of
brand awareness.
Creating value through product
and technology
Platform Unification for
future growth
Throughout its history, SEEK has
increasingly focused on personalised
data and technology solutions to
increase the effectiveness and efficiency
of its employment marketplaces and to
facilitate the best outcomes for people
and organisations. This continuous
investment in analytic capability –
coupled with SEEK’s strong brand,
networks and customer engagement –
has enabled the delivery of innovative
products. These products have enabled
the generation of more quality matches
between people and organisations,
maximising the likelihood of placements
and reducing effort on both sides of
the marketplace.
Consistent with its commitment to
invest for long-term growth, in 2021
SEEK commenced a multi-year program
to unify its APAC employment
marketplaces onto one online product
and technology platform. The program
is on track for completion in FY2024 and
will be rolled out progressively during the
year. The unified platform will accelerate
growth by: enabling new products to
be deployed rapidly at scale across all
markets; creating efficiencies; and
improving reliability and security.
Key milestones achieved to date include
the completion of software development
for the unified online marketplace,
successful completion and rollout of the
APAC-wide Enterprise Resource Planning
platform and the launch of a new
Customer Relationship Management
platform in ANZ, which will rollout
across SEEK Asia in FY2024.
Marketplace unification
and APAC harmonisation
Product and
technology evolution
International –
led growth
ANZ – led growth
1997
1998
2005
2008
2010
2014
2018
2021
2024
SEEK founded
in Melbourne,
Australia
SEEK lists
on the ASX
SEEK and JobsDB
join forces
Creation of
SEEK Investments
Rollout of
unified platform
seek.com.au
launches
SEEK invests
in JobStreet
JobStreet and JobsDB
join to form SEEK Asia
Corporate restructure
including creation of the
SEEK Growth Fund
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report SEEK’s strategy
SEEK’s strategic ‘flywheel’ illustrates its strategy to grow the number of placements it facilitates and the value it adds to each
placement. The strategy aims to establish SEEK as the platform of first choice for people and organisations to connect with each
other. People need to access all the opportunities relevant to them, and organisations need to reach all relevant prospective
employees. SEEK aims to provide the best matching and to monetise effectively in ways that support a healthy marketplace.
SEEK is focused on the following marketplace goals aligned to its strategic flywheel.
Platform of first choice for organisations
Product innovation (including the responsible use
of artificial intelligence to improve the job ad posting
process, combined with local sales and service
support) enables SEEK to attract and engage
organisations looking to hire people. Innovation
creates a range of products and a personalised
experience. The use of aggregation and free ads in
select markets supports further growth in SEEK’s
share of the marketplace, as well as growth in paid
ads over time.
Platform of first choice for people
Continued marketing investment to maintain SEEK’s
brand strength in ANZ and SEEK Asia sustains broad
awareness and reach. Product investment enhances
the customer experience, such as improvements
to the mobile app and the use of data to provide
personalised insights and recommendations.
The delivery of relevant career and learning content
also encourages more engaging, deeper and
ongoing relationships.
Best matching
Through the use of data to continuously add
intelligence to the platform, SEEK deepens its
understanding of both sides of the marketplace,
enabling it to direct people’s attention to the most
relevant employment opportunities. Matching is
enhanced by the use of verified data through Certsy.
Large language models also enable the platform to
better understand user queries and deliver more
personalised recommendations to enhance the
matching experience.
Fair and effective monetisation
Efficient monetisation is critical to the health of the
online employment marketplace and SEEK’s financial
success. SEEK creates value when it enables
placements and aims to ensure its pricing models
align with the value it creates. One example is the
variable pricing model, which originated in ANZ and
will be rolled out to SEEK Asia as part of the unified
product platform. The model sets ad prices
considering factors such as the likelihood and value
of a placement. SEEK continues to focus on
optimising its existing monetisation capabilities, while
looking for new opportunities to add value. These
include new ad types to better meet organisations’
needs and providing greater transparency and choice
using performance predictions and upgrades.
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20
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Directors’ ReportAll organisationsand jobsEfficientmonetisationBestmatchingAll people and attention Progress against SEEK's marketplace goals
Marketplace goals
FY2023 progress
Platform of first choice
for organisations
• Scaled Company Profiles product across ANZ (over 3,000 by June 2023)
• Added Job Listing feature to Company Profiles, allowing companies to list all their roles
on SEEK with limited performance, to maximise ad scale
• Scaled Freemium model in Asia with Freemium ads up 28% vs pcp
• Expanded low-ground offering, JobStreet Express to four cities in Indonesia
Platform of first choice
for people
• Improved brand awareness in Asia (52%) and maintained brand awareness in Australia (90%)
• Rolled out new visual design in Australia and improved core flows (logged in visits up 15%)
• Launched seekMAX (online learning platform to grow engagement) in Indonesia, Singapore
and Malaysia
• Expanded career advice platform to all APAC markets and maintained #1 position in Australia
Best matching
• Continued focus on scaling trust data in ANZ – Certsy grew to approximately four million
Fair and effective
monetisation
verified credentials, Sourcr grew to over 60,000 validated recruiter reviews
• Extended hirers’ reach with candidate recommendation upgrades (role fit score, likelihood
to apply score) driving increased relevant connections
• Experimented with extending on our existing Large Language Models and vector search
technologies which have yielded encouraging results
• In ANZ, performed early testing of outcome-based pricing (e.g. charging for qualified
applications) and recruiter marketplace which connects SMEs with recruiters for
hard-to-fill roles
• Implemented a budget-based commercial model in SEEK Asia supporting an increase
in depth adoption
• Commenced unwinding legacy discounts in SEEK Asia, aligning corporate and recruiter
rate cards
The SEEK Growth Fund
The SEEK Growth Fund (the Fund), formed in 2021, is a unit
trust that holds investments in a portfolio of high-growth
investments in the human capital management industry.
The Fund operates independently of SEEK. SEEK has an
economic interest and representatives on the Board of the
Fund’s Trustee. This structure allows SEEK to focus on its core
employment marketplaces, while still retaining economic
exposure to a portfolio of high-growth businesses. Following
one final commitment during the second half of FY2023,
SEEK does not intend to invest further new capital in the Fund,
though may choose to reinvest capital that is distributed by
the Fund. SEEK also retains liquidity in the Fund via its ability
to sell units to a third party and certain redemption rights
every five years.
The Fund is focused on the areas detailed below.
Investing in high-growth businesses
The Fund invests in high-growth businesses across the three
priority themes of Online Education, Contingent Labour and
HR Software as a Service (HR SaaS). The Fund has wide global
reach within its current portfolio. It invests in businesses at
different stages of their evolution (i.e. mainly early-stage and
scaling-up stages).
Creating value through active partnerships
The Fund works with businesses to provide strategic advice
at Founder/CEO level and support management teams
on their key strategic initiatives. This includes all aspects
of business building, including strategic planning and
operational execution.
Long-term and entrepreneurial approach to building
big businesses
The Fund encourages portfolio companies to prioritise the
pursuit of long-term, sustainable competitive advantage over
short-term financial gains. The Fund has a preference to hold
investments for the long term and has an appetite to incur
significant upfront losses as the investments focus on market
share and building sustainable advantages. The Fund is open
to value realisation that aligns with the strategic objectives of
the relevant portfolio companies.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Directors’ Report
Review of results and operations
Sales revenue from Continuing Operations
Operating expenses
EBITDA from Continuing Operations (2)
Adjusted profit from Continuing Operations (3)
SEEK Growth Fund – Continuing Operations
Significant items – Continuing Operations
Reported profit from Continuing Operations
Adjusted profit from Discontinued Operations
Significant items – Discontinued Operations
Reported profit/(loss) from Discontinued Operations
Reported currency
2023
$m
1,225.3
(679.2)
546.1
255.0
(57.1)
4.8
202.7
3.1
817.8
820.9
2022
$m
1,116.5
(607.4)
509.1
256.8
(11.3)
(4.7)
240.8
14.1
(86.1)
(72.0)
Total Reported profit attributable to owners of SEEK Limited
1,023.6
168.8
Constant
currency(1)
Growth
%
8%
(10%)
6%
Growth
%
10%
(12%)
7%
(1%)
n/m
n/m
(16%)
(78%)
n/m
n/m
n/m
(1) Constant currency amounts are calculated by retranslating current year data using prior year exchange rates.
(2) EBITDA is earnings before interest, tax, depreciation and amortisation and excludes impairment charges, share-based payment expense, share of results of equity
accounted investments, gains/losses on investing activities, and other non-operating gains/losses.
(3) Adjusted profit from Continuing Operations is defined as Reported profit from Continuing Operations, excluding the results of the Fund and significant items. The non-IFRS
profit measure has changed from Reported profit from Continuing Operations (excluding significant items) in FY2022 to Adjusted profit from Continuing Operations in
FY2023. The FY2022 comparative for Adjusted profit from Continuing Operations of $256.8m is calculated as Reported profit (excluding significant items) from Continuing
Operations of $245.5m adjusted to exclude the Fund results of ($11.3m).
Presentation of results
In FY2021, SEEK announced the creation of the SEEK Growth
Fund (the Fund). Since 1 July 2021, SEEK’s results have been
presented on a Continuing Operations basis for statutory
reporting purposes.
During FY2023, SEEK determined that it no longer controlled
the Fund, the results of which have been deconsolidated as at
19 December 2022. Up until the date of deconsolidation, the
results of the Fund have been reported within Discontinued
Operations. Since deconsolidation, SEEK has recognised its
ongoing interest in the Fund as an equity accounted associate,
and SEEK’s share of its results have been reported within
Continuing Operations.
Adjusted profit
For the purposes of this report, Reported profit from
Continuing Operations has been adjusted to better reflect the
profit from SEEK’s core operations following deconsolidation
of the Fund. Adjusted profit for Continuing Operations removes
the results of the Fund (including the movement in carried
interest liability) and significant items for both FY2023 and
FY2022 to allow comparability.
Adjusted profit for Discontinued Operations is defined
as Reported profit/(loss) from Discontinued Operations
excluding significant items.
22
22
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
The below table has been provided to assist in understanding the impacts of the Fund within the results of Continuing Operations.
Reconciliation of Reported profit to Adjusted profit (Continuing Operations)
Reported profit from Continuing Operations
Adjusted to exclude:
SEEK Growth Fund – Continuing Operations
Share of portfolio valuation increase (1)
Share of movement in carried interest liability (2)
Management fees (3)
Tax benefit
Significant items – Continuing Operations
Adjusted profit from Continuing Operations
Reported currency
2023
$m
2022
$m
202.7
240.8
(57.1)
46.6
(85.7)
(18.5)
0.5
4.8
255.0
(11.3)
–
–
(16.2)
4.9
(4.7)
256.8
Growth
%
(16%)
n/m
n/m
n/m
(14%)
n/m
n/m
(1%)
(1) Reflects SEEK’s share of the movement in the Fund’s valuation plus SEEK’s share of other assets and liabilities held by the Fund from deconsolidation to 30 June 2023.
The $840m (post-tax) gain recognised on disposal of Discontinued Operations is reported within Discontinued Operations.
(2) Represents the movement in carried interest liability that may be payable at the five-year anniversary of the Fund, subject to the Fund meeting required hurdles
and conditions.
(3) Relates to management fees for assets owned by the Fund and managed by the Fund’s managing entity (reported in the SEEK Growth Fund segment). Management fees
relating to assets owned by SEEK but managed by the Fund’s managing entity (including Zhaopin and JobAdder) remain within Adjusted profit and are included within
the portfolio investments segment.
Continuing and Discontinued Operations
To aid in the understanding of SEEK’s financial performance, the profit and loss statement on page 22 presents the results
for Continuing Operations and Discontinued Operations for both FY2023 and FY2022.
Continuing Operations
• SEEK’s employment marketplaces and a number of portfolio investments.
• SEEK’s share of profit after tax from the 23.5% interest in the equity accounted investment in Zhaopin.
• SEEK’s share of the equity accounted results of the Fund since deconsolidation.
Discontinued Operations
• Results of the Fund up to deconsolidation. This reflects results of consolidated assets within the Fund including Online
Education Services (OES) and Sidekicker.
• Gain on disposal of Discontinued Operations.
• Adjustments arising from the disposal of SEEK’s controlling interest in Zhaopin in May 2021.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report SEEK results
For the year ended 30 June 2023, SEEK’s sales revenue from Continuing Operations grew 10% (8% on a constant currency basis)
and EBITDA grew by 7% (6% on a constant currency basis) compared to the year ended 30 June 2022.
Profit attributable to the owners of SEEK Limited was $1,023.6m (30 June 2022: $168.8m).
Continuing Operations
Key drivers
Discontinued Operations
Key drivers
Adjusted profit decreased 78% versus FY2022 to $3.1m.
FY2023 only includes the results of consolidated assets (OES
and Sidekicker) up to the point of deconsolidation, compared
with FY2022 which reflects 12 months’ results to 30 June 2022.
Significant items
FY2023 significant items net gains of $817.8m comprise:
• gain on disposal of Discontinued Operations of $840.3m
(refer to Note 2 Discontinued Operations for further detail);
• partially offset by amounts relating to the disposal of SEEK’s
controlling interest in Zhaopin in May 2021 comprising
an $8.3m decrease in the net value of the consideration
receivable after discounting (to reflect the time value of money
as the timing of receipt is now estimated to be 24-36 months)
and $14.2m in unrealised and realised exchange losses on
receivables and payables.
Significant items net losses amounted to $86.1m in FY2022,
with the largest item being a fair value adjustment related to
the Fund of $86.7m.
• Revenue growth of 10% driven by higher job ad yield,
partially offset by lower job ad volumes across ANZ and
SEEK Asia.
– Higher job ad yield was mainly driven by price increases
and increased depth adoption.
• Operating expenses growth of 12% driven by investment
in Platform Unification, increased personnel costs and
inflationary impacts, partly offset by lower marketing
in SEEK Asia. Excluding Platform Unification, operating
expenses increased 4% versus FY2022.
– Ahead of Platform Unification go-live, development costs
have impacted the allocation of costs under the APAC
technology service agreement between the ANZ and
SEEK Asia segments, however there was no impact to
total operating expenses.
• EBITDA growth of 7% driven by higher revenue whilst
increasing investment, particularly in the Platform
Unification program. Excluding Platform Unification,
EBITDA increased 16% versus FY2022.
• Adjusted profit declined by 1%, benefitting from higher
EBITDA and improved profitability of Zhaopin, more than
offset by higher financing costs from the impact of interest
rate increases on unhedged debt and higher depreciation
and amortisation.
Significant items
FY2023 significant items net gains of $4.8m comprise:
• gain on disposal of Ringier One Africa Media (Portfolio
investments) of $8.3m (including a tax benefit of $6.5m
arising from capital losses on disposal); and
• tax benefit of $1.0m arising from capital loss generated from
liquidation of JobStreet Education;
• partially offset by an impairment charge against the carrying
value of Expertlead (Portfolio investments) of $4.5m.
Post-tax significant items net losses amounted to $4.7m
in FY2022 (write-off of prior period deferred tax assets
of $7.2m, write-off of borrowing costs of $1.7m, transaction
costs associated with new investments of $0.3m offset
by tax benefit on capital loss recognised on an investment
for tax purposes of $4.5m).
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24
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SEEK Limited Annual Report 2023
Directors’ Report Continuing Operations
Sales revenue – Continuing Operations
Employment marketplaces
ANZ
SEEK Asia
Brasil Online
OCC
Platform support (2)
Investments
Portfolio investments (3)
EBITDA – Continuing Operations
Employment marketplaces
ANZ
SEEK Asia
Brasil Online
OCC
Platform support
Corporate costs
Investments
Portfolio investments
EBITDA margin (%) – Continuing Operations
Employment marketplaces
ANZ
SEEK Asia
Brasil Online
OCC
Platform support
Investments
Portfolio investments
Share of results of equity accounted investments
SEEK Growth Fund (4)
Zhaopin
Other Portfolio investments
Reported currency
2023
$m
2022
$m
1,225.3
1,116.5
Growth
%
10%
Constant
currency(1)
Growth
%
8%
871.2
246.5
29.5
37.9
40.2
–
546.1
826.6
201.6
28.0
27.7
30.7
1.9
509.1
520.4
530.3
96.6
(10.6)
10.7
(22.5)
(47.7)
(0.8)
45%
60%
39%
(36%)
28%
(56%)
n/m
(31.4)
(39.1)
8.1
(0.4)
51.8
(15.4)
6.2
(25.7)
(36.4)
(1.7)
46%
64%
26%
(55%)
22%
(84%)
n/m
5.3
–
5.9
(0.6)
5%
22%
5%
37%
31%
n/m
7%
(2%)
86%
31%
73%
12%
(31%)
6%
17%
(3%)
19%
31%
n/m
6%
(2%)
76%
35%
52%
13%
(31%)
53%
56%
n/m
37%
33%
(1) Constant currency amounts are calculated by retranslating current year data using prior year exchange rates.
(2) Comprises assets that support the core operations including Jora, JobAdder and Certsy.
(3) Comprises a small portfolio of Early-Stage Ventures (ESVs) that are owned by SEEK but managed by the Fund’s managing entity.
(4) Comprises the equity accounted results of the Fund since deconsolidation including share of portfolio valuation increase and share of carried interest liability.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
25
25
Continuing Operations comprise:Employment marketplaces The Australia and New Zealand (ANZ) business SEEK Asia The Latin America businesses of Brasil Online and OCC Platform supportInvestments Portfolio investments Includes equity accounted investment in Zhaopin SEEK Growth Fund Equity accounted investment in the SEEK Growth Fund (the Fund)OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Continuing Operations revenue growth of 10%
and EBITDA growth of 7% compared to FY2022
APAC region
As outlined in the ‘Business strategies and prospects’ section, SEEK’s strategic flywheel illustrates its strategy to grow the number
of placements, along with the value SEEK adds to each placement. The following highlights SEEK’s delivery against relevant
metrics across each component of the flywheel in FY2023.
111k
Monthly
unique hirers(1)
476k
Monthly paid
ad volume(1)
All organisations
and jobs
All people
and attention
(3)
AU: 31%
Asia: 23%
$181
Yield per ad(2)
Efficient
monetisation
Best
matching
42m
Candidate
profiles(4)
30m
Monthly
unique visitors(1)
49m
Monthly applications
and Talent Search
connections(1)
Australia and New Zealand (ANZ)
Revenue
SEEK Asia
Revenue
• ANZ increased revenue by 5% to $871m in FY2023. This was
driven by an 8% increase in job ad yield, partially offset by a
4% decline in job ad volumes.
• Job ad volumes slowed throughout FY2023 following
record levels in March 2022.
• Job ad yield increased, driven by higher ad prices (net of
higher volume discounts) and increased depth product
adoption. Depth revenue grew 16% compared to FY2022
and comprised 39% of revenue in FY2023 (FY2022: 36%).
Operating costs and EBITDA
• Operating expenses increased 18% versus FY2022 driven
by higher Platform Unification expenses (up $24m versus
FY2022), a temporary increase in APAC technology cost
allocations in FY2023 (up $11m versus FY2022) ahead
of Platform Unification go-live and an 7% increase in
underlying operating expenses versus FY2022. The
underlying operating expenses increase largely reflects
higher personnel costs due to salary annualisation of
new headcount in the prior year and inflationary impacts
across the cost base.
• ANZ EBITDA decreased by 2% to $520m in FY2023 with
a margin of 60% (FY2022: 64%).
• SEEK Asia increased revenue by 22% (17% constant
currency) to $247m in FY2023. This was driven by a 28%
increase in paid job ad yield partially offset by a 9% decline
in job ad volumes.
• Job ad volumes were lower in H2 FY2023, reflecting the
full impact of pricing and discount curve changes reducing
duplicate ads as well as weaker economic conditions in
Q4 FY2023.
• Job ad yield increased due to greater depth product
adoption, favourable pricing impacts (increased pricing
across the region and removal of legacy discounts) and
revenue mix shift towards higher yielding countries and
customers. Depth revenue grew 10% and comprised
37% of revenue in FY2023 (FY2022: 27%).
Operating costs and EBITDA
• Operating expenses were in line with FY2022 driven by a
temporary decrease in APAC technology cost allocations
in FY2023 (down $11m versus FY2022) ahead of Platform
Unification go-live, offset by higher Platform Unification
expenses (up $8m versus FY2022) and a 2% increase in
underlying operating expenses versus FY2022. The underlying
operating expenses increase was driven by higher personnel
expenses largely offset by lower marketing expenses.
• SEEK Asia EBITDA increased 86% (76% constant currency)
to $97m in FY2023 with a margin of 39% (FY2022: 26%).
(1) Monthly average for FY2023. Applications refer to application starts.
(2) FY2023 aggregate yield across ANZ and Asia.
(3)
Includes SEEK and Jora placements. Source: independent research conducted on behalf of SEEK (May 2023-July 2023). Research covers c2k Australians who changed/
started jobs in the last 12 months. Data is weighted to be nationally representative of the demographics of the Australian labour force with quotas set for age, gender,
location and employment status but not for industry participation. SEEK Asia placement share based on independent research conducted on behalf of SEEK Asia and
represents a weighted average across Asia markets (based on revenue contribution).
(4) Searchable profiles.
26
26
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Directors’ Report Latin America
Brasil Online
• On a constant currency basis, revenue declined 3%, due to
the transition to the new candidate business model (paid
only to freemium) impacting the comparison to FY2022.
There was positive growth in both candidate and hirer
revenue in H2 FY2023 versus H1 FY2023.
• On a constant currency basis, operating costs declined 14%
versus FY2022 due to a focus on driving efficiencies during
the business model transition.
Zhaopin (equity accounted investment)
• On a 100% underlying basis, Zhaopin’s revenue decreased
6% compared to FY2022, impacted by COVID-19
restrictions in China during H1 FY2023. Restrictions were
lifted during H2 FY2023, however, the recovery has been
slower than expected across the industry.
• Despite the revenue decline, cost management enabled
underlying EBITDA growth of 1% versus FY2022.
SEEK Growth Fund (equity accounted investment)
In FY2023, SEEK’s share of the results of the Fund since
deconsolidation was a loss of $39.1m comprising an accrual
for the estimated share of carried interest liability of
$85.7m(1) partly offset by a share of the portfolio valuation
increase of $46.6m. The carried interest liability relates to
SEEK’s share of the increase in net asset value since creation
of the Fund(2).
•
In FY2022, the results of the Fund were included in
Discontinued Operations.
• On a constant currency basis, EBITDA losses have
•
reduced by 35% versus FY2022. EBITDA was break-even
in June 2023.
OCC
• On a constant currency basis, revenue grew 19% largely
by growing yield and to a lesser extent job ad volumes,
supported by increased online channel adoption.
• On a constant currency basis, operating expenses grew
10% due to additional product and technology investment.
• On a constant currency basis, EBITDA increased 52% versus
FY2022 and EBITDA margin increased to 28% versus 22%
in FY2022.
Platform support
• Platform support comprises businesses that complement
and/or have synergies with the core operating
businesses, including:
– Jora, an online employment marketplace which plays a
key role in growing ad scale and supporting new product
development, and has a presence in 25 countries
including all of SEEK’s APAC markets;
– JobAdder, a talent acquisition suite that simplifies
the hiring process for recruiter and corporate talent
acquisition teams; and
– Certsy, a platform to securely verify and share work
credentials and to complete compliance checks.
•
In aggregate, these assets delivered revenue growth of 31%
in FY2023 versus FY2022 mainly driven by JobAdder. The
EBITDA loss of $22.5m in FY2023 was mainly driven by
investment in product and technology teams and IT
infrastructure to support growth in JobAdder. Jora and
Certsy also invested in product and technology to support
SEEK’s core platform (e.g. Jora scaling JobStreet Express
and Certsy expanding verified credentials).
(1) Represents the movement in carried interest liability that may be payable at the five-year anniversary of the Fund, subject to the Fund meeting required hurdles and conditions.
(2) The creation of the Fund was announced in August 2021.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
27
27
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Directors’ Report
Discontinued Operations
Adjusted profit from Discontinued Operations
SEEK Growth Fund – ESVs (1)
SEEK Growth Fund – OES
Reported currency
2023
$m
3.1
(2.6)
5.7
2022
$m
14.1
(5.9)
20.0
Growth
%
(78%)
56%
(72%)
(1)
In line with accounting standards, up to the date of deconsolidation the results for ESVs comprise SEEK’s share of the results arising from consolidated ESVs only and not the
results from equity accounted ESVs held by the Fund, as these were deemed to be held for sale. The unrecognised results from equity accounted ESVs formed part of the
fair value gain recognised in FY2023.
Adjusted profit from Discontinued Operations declined 78% compared to FY2022 to $3.1m:
• FY2023 reflects the results of consolidated assets (OES and Sidekicker) up to the date of deconsolidation of the Fund.
The FY2022 comparative period included the results of these assets for the full 12 months ended 30 June 2022.
SEEK Growth Fund
The commentary below relates to the portfolio of assets within
the Fund across the three priority themes. The commentary
above outlines the accounting treatment for these assets in the
period ended 30 June 2023 and the prior comparative period.
Online Education: a portfolio of businesses that offer
technology solutions to either deliver or facilitate online
education across a range of education disciplines
(e.g. from short courses through to degrees).
•
Investments include OES, Coursera, Utel, Alura, MyTutor,
Cialfo and Avenu.
HR SaaS: a portfolio of businesses that deliver cloud-based
solutions to businesses (mainly SMEs) across a wide range
of HR processes.
•
•
Investments include Go1, Employment Hero, HiBob,
Talespin and Sonder.
In aggregate, these assets delivered look-through revenue
growth of 73% compared to FY2022 (2).
Contingent Labour: a portfolio of technology-driven
businesses that connect hirers and candidates in the
growing temporary labour market.
• OES revenue grew, driven by Online Program
Management (OPM) despite strong labour markets
and return to classroom trends. EBITDA declined due to
investment across marketing and business development.
•
•
• Across the ESV portfolio (excluding Coursera), look-through
revenue grew 30% compared to FY2022(2).
Investments include Sidekicker, Jobandtalent, Florence,
Hireup and Workana.
In aggregate, these assets delivered look-through revenue
growth of 38% compared to FY2022 (2).
As at 30 June 2023, the investments held by the Fund were
valued at $2,318m,(3) which reflects a 41% increase since creation
of the Fund. The valuation of $2,318m is after maintaining a
downward adjustment of 18% to reflect a valuation lag as many
private companies have not raised capital since the decline in
comparable public company valuations. SEEK’s legal ownership
in the Fund is 83.8%.
(2) Look-through share represents net revenue of investments multiplied by the Fund’s diluted ownership interest (based on comparable ownership interest across FY2023
and FY2022).
(3) Based on audited valuation provided by the Fund’s manager at 30 June 2023.
28
28
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Discontinued Operations comprise: SEEK Growth Fund Includes 80% controlling interest in OES and a portfolio of Early-Stage Ventures (ESVs) Financial position
Cash and cash equivalents
Other current assets
Intangible assets
Equity accounted investments
Other non-current assets
Total assets excluding assets held for sale
Assets held for sale
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 excluding liabilities directly associated with the assets held for sale
Liabilities directly associated with the assets held for sale
Total liabilities and equity
At 30 June 2023, SEEK had:
Net debt
2023
$m
251.4
225.1
1,637.0
2,535.5
581.9
5,230.9
–
5,230.9
2022
$m
325.1
646.9
1,486.9
593.4
347.2
3,399.5
1,313.7
4,713.2
–
8.9
1,309.8
1,362.1
205.0
193.4
295.0
551.3
2,676.4
5,230.9
–
5,230.9
166.8
195.8
542.0
124.3
1,894.4
4,294.3
418.9
4,713.2
Net debt at 30 June 2023 was $1,063.8m ($1,058.2m net of
capitalised borrowing costs) and is further discussed in Note 7
Net debt in the Financial Report.
SEEK Limited has unsecured syndicated bank facilities with
limits of A$612.5m and US$852.5m.
At 30 June 2023, $1,315.4m of the total available facilities were
drawn down, with $576.5m available in undrawn capacity.
• total assets of $5,230.9m of which 48% related to the equity
accounted investments mainly arising from the recognition
of SEEK’s investment in the Fund of $1,957.5m – refer to
Note 20 Interests in equity accounted investments of the
Financial Report; and
• total liabilities of $2,554.5m of which 51% related to
borrowings, with the remainder primarily comprised of trade
and other payables, unearned income, lease liabilities and
deferred tax liabilities on the investment in the Fund.
At 30 June 2023, SEEK is in a net asset position of $2,676.4m.
The differences in SEEK’s financial position comparing FY2023
to FY2022 are primarily the result of the following.
• The FY2022 assets held for sale of $1,313.7m and
liabilities directly associated with the assets held for sale
of $418.9m being derecognised upon deconsolidation of
the Fund in FY2023. As SEEK continues to have significant
influence over the relevant decisions of the Fund, an equity
accounted investment of $1,957.5m was recognised at the
date of deconsolidation.
• Net proceeds received in relation to the disposal of SEEK’s
controlling interest in Zhaopin in FY2021, reducing both
other receivables and other payables balances, which
were included in SEEK’s Consolidated Balance Sheet at
30 June 2022. SEEK’s outstanding share of proceeds from
the disposal after the net distributions is $105.9m.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
29
29
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Directors’ Report
Cash flow
Cash generated from Continuing Operations
Transaction costs
Finance costs and taxes paid
Net cash from operating activities attributable to Continuing Operations
Capital contributions to the SEEK Growth Fund
Management fee payments to the SEEK Growth Fund
Management fees for other SEEK assets
Net proceeds/(distributions) in relation to disposal of Zhaopin
Payments for acquisition of subsidiary, net of acquired cash
Payments for acquisition of equity accounted investments
Capital distributions received from investment in equity instruments
Proceeds from disposal of equity accounted investment
Capital expenditure (intangible assets and plant and equipment)
Other investing activities
Net cash used in investing activities attributable to Continuing Operations
Net change in borrowings
Dividends paid to shareholders of SEEK Limited
Payments of lease liabilities
Payments for additional interest in subsidiary
Other financing activities
Net cash (used in)/from financing activities attributable to Continuing Operations
Net cash (outflow)/inflow attributable to Discontinued Operations
Net decrease 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 period
Less cash and cash equivalents at the end of the period attributable to assets held for sale
Cash and cash equivalents at the end of the period attributable to Continuing Operations
2023
$m
512.8
(1.0)
(186.6)
325.2
(58.5)
(18.5)
(5.0)
83.5
(0.3)
(1.0)
33.1
6.0
(189.4)
13.0
(137.1)
(87.2)
(159.6)
(13.4)
–
(15.2)
(275.4)
(32.6)
(119.9)
357.3
14.0
251.4
–
251.4
2022
$m
572.6
(18.7)
(147.6)
406.3
(128.3)
(15.6)
(4.6)
(252.3)
(6.1)
(2.7)
–
–
(132.9)
(71.1)
(613.6)
209.8
(152.2)
(11.9)
(1.9)
(35.9)
7.9
21.0
(178.4)
525.4
10.3
357.3
(32.2)
325.1
Key cash flow movements
Cash generated from Continuing Operations decreased to $512.8m and represented an EBITDA conversion ratio of 94%.
Net cash outflow from investing activities of $137.1m was primarily due to increased capital expenditure from ongoing investment
in product and technology capability, partially offset by $83.5m of net proceeds in relation to the disposal of Zhaopin and $33.1m
of distributions received from JobKorea.
Net cash outflows from financing activities of $275.4m were primarily driven by net repayments of borrowings $87.2m along
with dividends paid of $159.6m.
30
30
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Principal risks
SEEK actively manages risks that could materially impact the ability to sustain future financial performance and deliver on
long-term strategy. Identified key risks, and the actions SEEK is taking to manage these risks, are outlined below.
Risk area
Impact of the risk
Mitigation and monitoring strategies
Cybersecurity and
business resilience
A major cybersecurity breach could result in the loss of
personally identifiable information, proprietary algorithms or
sensitive data. 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. This could damage SEEK’s reputation and
trust with candidates, hirers and students.
Highly-skilled cybersecurity and technical experts
focus on preventative, detective and responsive
capabilities, to identify and respond to the emerging
cyber threat landscape.
Initiatives to raise employee cyber awareness and vigilance
have been implemented and continue to be reinforced.
SEEK continues to enhance business continuity and disaster
recovery capability and procedures, and monitors critical
systems for signs of poor performance, intrusion
or interruption.
Disruption and
competition
New, disruptive business models, competitors entering the
market, or existing competitors aggressively increasing their
market share, could erode SEEK’s ability to compete. This
could impact SEEK’s ability to 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.
SEEK is 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 experiences for candidates, hirers and
students. Increased investment activity aims to diversify
the portfolio and enhance capabilities and value offerings.
Data governance
and artificial
intelligence
Failure to use and protect personally identifiable information,
or sensitive data in breach of data privacy laws or contrary
to customer and community expectations, may breach
customer trust. Loss of confidence would damage
SEEK’s reputation and market position and could result in
regulatory action.
Culture and talent
Operating and financial performance is dependent on
the ability to attract and retain top talent in a competitive
environment, particularly in technology roles and
with changing workplace expectations. Loss of critical
people could leave SEEK vulnerable to leadership and
capability gaps.
Execution
effectiveness
Changes and integration across the operating model
and technology systems are complex, particularly across
geographies. Anticipated business benefits may not be
realised within the desired timeline or at increased costs.
SEEK continually invests in cybersecurity and data
management practices and procedures. Legal teams
monitor developments in data privacy and ethics
in relevant jurisdictions.
Privacy policies are supported by clear guidance for
candidates on how their information is collected, used,
protected and managed when they use SEEK’s services.
SEEK has implemented an artificial intelligence (AI) ethics
framework to guide its use of AI and reduce the risk of
detrimental outcomes for candidates and hirers.
SEEK invests in its people and culture. This enables attraction
and retention of key talent and maintains a motivated and
effective workforce in the face of changing workplace
environments. 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.
Detailed planning processes underpin all changes in the
operating model, which is designed to respond to customer
needs, promote cross-regional collaboration and deliver
greater impact on a global scale. Major programs of work
have governance structures in place to ensure risks are well
understood and managed, including interdependencies
between programs.
Country and
regulatory
SEEK is exposed to regulatory, legal, political and conduct
risks in the countries in which it operates, including in the
Asia Pacific region and Latin America. Changes in policy
or regulation, in any country in which SEEK’s employment
businesses operate, may adversely impact the delivery
of services.
Local and executive management monitor economic
and political indicators and changes to legislation.
SEEK maintains strong relationships with key stakeholders
in these markets, trains relevant employees (eg anti-bribery
and corruption) and participates in industry consultation
to ensure it is managing its obligations.
Economic
conditions
A prolonged decline in job advertisement volumes and
revenue may occur due to severe economic downturn
impacting employment markets in one or more of SEEK’s
countries of operation.
SEEK monitors and forecasts its cash flow and revenue
to manage its capital position taking into account the
economic environment. Additionally, SEEK continues
to evolve its business model, products and services.
Environment and
community
SEEK’s policies, or the implementation and governance of
them, in relation to business conduct and sustainable
business practices (including in the areas of modern slavery,
bribery and corruption and environmental practices) could
fail to meet the expectations of customers, investors and
other key stakeholders. This could have a significant,
negative impact on reputation and lead to loss of business.
SEEK engages with stakeholders to understand and meet
community expectations regarding candidate safety and
climate responsibilities. SEEK monitors its platforms to
identify and remove illegitimate hirers or job ads that may
lead to fraud or discrimination or endanger candidates.
SEEK also has a climate change strategy including emissions
reduction targets.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
31
31
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Directors’ Report
Board of Directors
Graham Goldsmith
Independent Non-Executive Director since
October 2012, Chairman from January 2019
Skills and experience
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 John and
Pauline Gandel Foundation.
Ian Narev
Managing Director and Chief Executive Officer since
1 July 2021
Skills and experience
Ian has been the MD and CEO of the Company since
1 July 2021. Ian joined SEEK in April 2019 in the dual
role of Chief Operating Officer and CEO of Asia Pacific
and Americas. Prior to joining SEEK, Ian spent 11 years
at Commonwealth Bank of Australia (CBA). He was
CBA’s Managing Director and CEO from 2011 until
2018. Ian has a non-profit board role in education, and
advisory board roles in private equity and fintech. Since
September 2022, Ian has been Chair of New Zealand
Rugby Commercial.
Andrew Bassat
Non-Executive Director since 1 July 2021
Executive Director between September 1997
and 30 June 2021
Skills and experience
Andrew Bassat is the former MD and CEO of the
Company. He co-founded the Company in 1997 and,
from its inception, was involved in all stages of SEEK’s
business development until stepping down as CEO
on 30 June 2021. In July 2016, Andrew was appointed
as a director of St Kilda Football Club and in December
2018, became President of the Club. Effective
1 July 2021, Andrew commenced as Executive
Chairman and CEO of the SEEK Growth Fund.
Julie Fahey
Independent Non-Executive Director since July 2014
Skills and experience
Julie Fahey has over 30 years’ 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 a member of the Australian
Red Cross Blood Service Board.
Jamaludin Ibrahim
Independent Non-Executive Director since July 2023
Skills and experience
Jamal Ibrahim has over 40 years’ experience in
the South East Asia region, including over 16
years in information technology and 23 years in
telecommunication. He was CEO of Axiata Group
Berhad from 2008 to 2020 and CEO of Maxis
Communications Berhad for over eight years.
Jamal is Chairman of QSR Brands Holdings Berhad
and AirAsia Aviation Group Ltd and former Chairman
of government-owned Prasarana Malaysia Berhad.
Other listed company directorships
• Djerriwarrh Investments Ltd since April 2013
and Chairman since October 2022
Board committee memberships
• Member of Remuneration Committee
• Member of Audit and Risk Management Committee
• Chairman of Nomination Committee
Qualifications
B.Bus (Accounting) (Swinburne)
FCPA
FAICD
Other listed company directorships
None
Qualifications
BA LLB (Hons) (Auckland)
LLM (International Corporate Law) (Cambridge)
LLM (International Relations) (New York)
Other listed company directorships
None
Board committee memberships
None
Qualifications
BSc (Computer Science) (Melb)
LLB (Hons) (Monash)
MBA (Melb)
Other listed company directorships
• Australian Foundation Investment Company Ltd
since April 2021
• Vocus Group Limited from February 2018 to
July 2021
• IRESS Ltd since October 2017
Board committee memberships
• Member of Audit and Risk Management Committee
Qualifications
BAppSc (RMIT)
Other listed company directorships
• Sunway Berhad since March 2021
Board committee memberships
• Member of Remuneration Committee
Qualifications
BSc (Bus Administration) (California State)
MBA (Portland State)
32
32
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Leigh Jasper
Other listed company directorships
Independent Non-Executive Director since April 2019
None
Skills and experience
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 the
Chair of LaunchVic and SecondQuarter Management
Pty Ltd and a director of Buildxact Ltd.
Board committee memberships
• Chairman of Remuneration Committee
• Member of Nomination Committee
Qualifications
BE (Hons) (Melb)
BSc (Mathematics) (Melb)
Dip ML (French) (Melb)
Linda Kristjanson
Other listed company directorships
None
Board committee memberships
• Member of Remuneration Committee
• Member of Nomination Committee
Qualifications
BN (Manitoba)
MN (Manitoba)
PhD (Arizona)
FAICD
FTSE
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)
CTA
FAICD
Other listed company directorships
• Ecofibre Ltd since July 2021
• Doctor Care Anywhere Group PLC from
September 2020 to March 2023
• Wesfarmers Ltd since July 2010
Board committee memberships
• Member of Audit and Risk Management Committee
• Member of Remuneration Committee
Qualifications
BCom (UNSW)
MBA (IMD, Switzerland)
Independent Non-Executive Director since
October 2020
Skills and experience
Linda Kristjanson is a leading figure in the education
sector, with an academic career spanning four decades
across Australia, Canada and the United States. Linda
was Vice-Chancellor and President of Swinburne
University of Technology until August 2020. Linda is
Chairperson of the National Stroke Foundation and a
Non-Executive Director of Education Australia Limited,
Education Services Limited, Skalata Ventures Pty Ltd
and Bethlehem Griffiths Research Foundation.
Michael Wachtel
Independent 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. Through his Future Fund
Board role, he also has experience in global markets,
geopolitical and monetary policy trends. He is currently
a Board member of the Future Fund and St Vincent’s
Medical Research Institute.
Vanessa Wallace
Independent Non-Executive Director since March 2017
Skills and experience
Vanessa Wallace has over 30 years’ experience in strategy
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. She is also a founder and
Managing Director of MF Advisory, providing coaching
and advisory services to senior executives in Japan and
Australia, and is founding Chairman of digital health and
biotechnology company, Drop Bio Limited. Vanessa is
also a member of the University of New South Wales
Business Advisory Council.
Rachel Agnew
The Company Secretary during the year ended
30 June 2023 was Rachel Agnew. Rachel was
previously a Company Secretary of BHP Group
Limited and BHP Group Plc. She holds a Bachelor of
Laws (Honours) and Bachelor of Commerce from the
University of Wollongong and is a Graduate of the
Australian Institute of Company Directors (GAICD).
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
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Company Secretary
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Directors and meetings of directors
All persons listed below were directors of the Company during the year ended 30 June 2023 and up to the date of this Report,
unless otherwise stated.
The qualifications, experience and key outside responsibilities of each director, including current and recent directorships, are
detailed on pages 32 – 33 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 2023.
Board
Audit and Risk
Management Committee
Remuneration
Committee
NOMCO(1)
Ad hoc
committees(2)
MD and CEO
I M Narev
Non-executive directors
A R Bassat
G B Goldsmith
J A Fahey
L M Jasper
L J Kristjanson
M H Wachtel
V M Wallace
A
B
A
B
C
A
B
C
A
B
7
7
7
7
7
7
7
7
7
6
7
7
7
7
7
7
6
3
5
6
4
1
4
4
1
2
1
2
2
2
1
1
2
1
2
2
2
1
4
4
4
4
4
4
4
4
6
6
6
6
6
6
6
6
C
2
A
3
B
3
C
3
3
3
3
A – Number of meetings while member held office and was eligible to attend as a member.
B – Meetings attended.
C – Meetings attended by invitation.
(1) Prior to 15 August 2022, all non-executive directors were members of the Nomination Committee. After that date, the Nomination Committee comprised G Goldsmith,
L Jasper, L Kristjanson and M Wachtel.
(2) Ad hoc Board committee meetings were convened during the year in relation to financial results and AGM Guidance approval.
Indemnification and insurance of officers
Interests in shares and options
The Company’s 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. The Company has entered
a Deed of Indemnity with each director and the Company
Secretary of the Company and senior executives who are
directors of subsidiary companies within SEEK. Under the Deed,
the Company indemnifies the relevant officer against certain
liabilities and legal costs to the extent permitted by law.
During the year, the Company 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.
As at the date of this Report, the directors held the following
interests in shares and options:
Shares in
the Company
Options over shares in
the Company(1)
G B Goldsmith
I M Narev
A R Bassat
J A Fahey
J Ibrahim
L M Jasper
L J Kristjanson
M H Wachtel
V M Wallace
54,500
124,968
13,746,010
8,888
4,132
68,133
4,137
8,000
17,000
–
1,634,187
96,069
–
–
–
–
–
–
(1)
Includes Wealth Sharing Plan Options/Rights (refer to section 6.2 on page 53).
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Directors’ Report Dividends
Environmental regulation
Dividends paid, or recommended by the Company, to
shareholders during the financial year are set out in Note 18
Dividends of the Financial Report.
SEEK’s operations are not subject to any particular or
significant environmental regulations under a Commonwealth,
state or territory law.
Auditor and non-audit services
Proceedings on behalf of the Company
PricewaterhouseCoopers (PwC) continues in office as auditor
of the parent entity (Auditor) in accordance with section 327
of the Corporations Act 2001 (Cth) (Corporations Act).
It is SEEK’s policy to engage PwC on assignments in addition
to their statutory audit duties, only where PwC’s expertise and
experience with SEEK provide a compelling reason to do so.
These assignments are principally: other assurance and
financial due diligence reporting on acquisitions.
Fees paid or payable during the financial year for non-audit
services provided by the auditor and its related practices
are disclosed in Note 26 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 the provision of non-audit services is
compatible with the general standard of independence for
auditors imposed by the Corporations Act.
The directors are satisfied that the provision of non-audit
services did not compromise the auditor independence
requirements of the Corporations Act 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, is set out on
page 57 and forms part of this Directors’ Report.
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.
Significant changes in the state of affairs
In the opinion of the directors, other than the deconsolidation
of the SEEK Growth Fund as explained in the operating and
financial review of this Report, there were no significant
changes in SEEK’s state of affairs during the financial year.
Matters subsequent to the end of the financial year
There are no matters or circumstances which have arisen since
the end of the financial year that have significantly affected,
or may significantly affect, SEEK’s operations, the results of
those operations, or SEEK’s state of affairs in subsequent
financial periods.
Rounding of amounts
The Company is an entity to which Australian Securities and
Investments Commission Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191 (ASIC Instrument
2016/191), which relates to ‘rounding off’ of amounts applied.
Amounts in this Report and the Financial Report have been
rounded off in accordance with ASIC Instrument 2016/191 to
the nearest hundred thousand dollars, or in certain cases, the
nearest dollar, unless stated otherwise.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Remuneration Report
Letter from Remuneration Committee Chairman
Kate Koch’s TRO, which was inclusive of the 0.5%
Superannuation Guarantee (SG) increase. Given the positioning
of non-executive director fees had fallen behind market rates,
an average 2.7% increase was applied at the beginning of
FY2023. With fees positioned at around the 25th percentile of
the market, the Board’s intent is to ensure they do not fall
further behind by applying annual increases.
FY2024 remuneration increases
For the MD and CEO, CFO and Non-Executive Directors,
remuneration increases for FY2024 have taken into
consideration the Board’s objective to ensure remuneration
is globally competitive, remains fair and reasonable in a local
context, and delivers outcomes that align with the long-term
shareholder experience. As a result, the Board and Ian have
agreed that the MD and CEO’s remuneration will be unchanged
for FY2024. For the CFO, a 5.5% increase inclusive of the 0.5%
SG increase will be applied. Fees for Non-Executive Directors
were increased between 2.3% and 2.5%, also inclusive of the
0.5% SG increase.
Board review of SEEK’s executive
remuneration framework
SEEK’s current executive remuneration framework has been
in place for the last 11 years. It is structured such that, aside
from Base Salary and Superannuation, executives and other
senior leaders receive their remuneration in equity, through
the EEP and WSP, rather than cash. This approach encourages
leaders to build a sustainable business over the long term and
aims to achieve wealth creation for leaders and shareholders
alike. There were no changes to the executive remuneration
framework for FY2023.
Since its introduction, the Board has made changes to the
WSP component that include: introducing a choice between
Options and Rights; moving from cliff to graduated vesting;
introducing clawback; amending the treatment on cessation
(i.e. pro-rata retention of award subject to a minimum service
condition); and increasing the volume weighted average price
(VWAP) period. More recently, as outlined in last year’s Report,
two changes were also introduced for FY2023. The first being
the alignment of the Exercise Price for Options to the starting
60-day SEEK VWAP in order to better reflect market practice
and encourage the choice of Options. The second being the
Board exercising its discretion in setting a more challenging
Threshold Share Price Hurdle than would otherwise have been
the case (see section 3.5 for further details).
Both the EEP and WSP have served SEEK and our shareholders
well, with good attraction and retention of executive talent
and strong alignment between the outcomes ‘realised’ by
executives and the corresponding shareholder returns. Since
1 July 2012: SEEK’s TSR has increased 317% – versus a 186%
increase in the ASX100 and a 177% increase in the ASX200; and
seven of the nine WSP offers have vested, while two have lapsed.
Notwithstanding the above, with the separation of the SEEK
Growth Fund during FY2022, the Board considered it timely
to review SEEK’s executive remuneration framework and make
some material changes to the operation of the WSP.
While informed by market practice and feedback from
investors and proxy advisors on particular design features, the
Board’s intent is to ensure that the WSP continues to support
the sustainable growth of SEEK’s business.
Leigh Jasper, Chairman of the Remuneration Committee
Dear Shareholders,
On behalf of the Board, I am pleased to present SEEK’s FY2023
Remuneration Report (Report). This letter, and the Q&A which
follows, summarises the remuneration outcomes for FY2023,
remuneration increases for FY2024 and the outcome of the
Board’s review of SEEK’s executive remuneration framework.
Further details are outlined in the Report itself.
While employment markets are sensitive to the economic cycle
in the short term, we continue to focus on increasing our share
of the value pool over the next five years, while still ensuring
costs are well managed. Our earnings growth in FY2023
demonstrates our ability to manage factors within our control
even during challenging macroeconomic conditions. The
completion of the Platform Unification work in early FY2024
will enable continued growth in the Asia market and a stronger
core employment business.
FY2023 remuneration outcomes
The main objective of SEEK’s executive remuneration
framework is to ensure close alignment between executive
reward and long-term shareholder returns. With SEEK’s
short-term business results closely tied to the broader
economy, the equity components, which represent a
significant proportion of an executive’s Total Remuneration
Opportunity (TRO), are designed to ‘see through’ the ups
and downs of the economic cycle.
It is in this context that the FY2021 Wealth Sharing Plan (WSP)
vested. Importantly, participants cannot realise any value from
the FY2021 WSP until the commencement of the exercise
period on 1 July 2024 for ongoing employees, so any value
remains subject to changes in the SEEK share price. Noting
that, the future value of vested FY2021 WSP Options is the
difference between the SEEK share price at the time of exercise
and their $20.51 Exercise Price.
As disclosed in last year’s Report, at the beginning of FY2023
the Board applied a 4.0% increase to Ian Narev’s TRO. Ian’s
Base Salary and Superannuation remained unchanged at
$1,900,000, which was set at the time he joined SEEK in April
2019. The 4.0% increase in TRO was applied proportionally to
the variable equity-based components of Ian’s TRO, being the
Executive Equity Plan (EEP) Equity Right and WSP Options and
Rights – the granting of which for FY2023 was approved by
shareholders at SEEK’s 2022 Annual General Meeting (AGM)
on 17 November 2022. Taking into consideration internal
relativities and external benchmarking, the Board also
applied a 7.5% increase to the Chief Financial Officer (CFO),
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SEEK Limited Annual Report 2023
Accordingly, the outcome of the review will see the following
broad changes to the WSP implemented in FY2024:
• moving from an absolute Share Price Hurdle to a relative
total shareholder return (rTSR) performance measure
assessed against constituents of the S&P/ASX 100 Index
in order to simplify the design of the plan and take a more
holistic view of SEEK’s performance;
• retaining Options as one instrument, but looking to enhance
their attractiveness by increasing their life and improving
choice; and
• transitioning to a face value allocation methodology for
Rights and a set ratio (between Options and Rights) for
Options in order to simplify the approach and align with
market practice, while ensuring participants are treated fairly.
The Q&A section that follows provides further detail of what
is changing for FY2024, what is not, and the rationale for the
changes being implemented.
A personal note
The Board is confident that the changes to the WSP for
FY2024 will continue to encourage leaders to build a
sustainable business over the long term. Thank you for
your ongoing support of SEEK.
Leigh Jasper
Chairman of the Remuneration Committee
Q&A
This section addresses questions relating to the Wealth Sharing Plan (WSP) changes for FY2024.
1) What are specific key design features relating to the three WSP changes outlined above for FY2024?
The three broad changes to the FY2024 WSP and their accompanying key design features are as follows:
Key design features
1) Moving to relative total shareholder return (rTSR)
Performance measure to relative TSR: from an absolute SEEK share price hurdle to relative total shareholder return (rTSR).
Comparator group: constituents of the S&P/ASX100 Index.
Vesting schedule:
From:
• 50% vesting at the Threshold Share Price Hurdle; and
• 100% vesting at the Stretch Share Price Hurdle, with pro-rata vesting in between.
To: a typical vesting schedule for rTSR, with:
• 0% vesting below the 50th percentile;
• 50% vesting at the 50th percentile;
• 100% vesting at the 75th percentile; and
• pro-rata vesting in between the 50th and 75th percentiles.
Rationale
While an absolute SEEK share price hurdle was intended to be a simple measure and aligned with
shareholders, recent offers have seen volatility in the SEEK share price and the market upon which the
Threshold and Stretch Share Price Hurdles are based. This has resulted in the need for the Board’s
discretion in setting the share price hurdles.
Moving to rTSR will retain alignment with shareholders while also simplifying the design and taking a more
holistic view of SEEK’s performance in terms of both share price appreciation plus dividends and relative
to other companies.
The use of an ASX100 comparator group is consistent with market practice, reflects the market’s
performance as a whole, ensures a sufficient sample size in the event of exclusions, and is simple to explain.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Remuneration Report
Q&A
2) Enhancing the attractiveness of Options
Life of plan/exercise period: from five to 10 years by increasing the exercise period from one year to six years.
Choice: introducing an additional choice of 25% Options and 75% Rights.
Rationale
A relatively short, one-year exercise period, that follows the three-year performance period, and a one-year
exercise restriction period, means in practice that participants have only a couple of trading windows to
exercise their Rights and Options, (i.e. following SEEK’s half-year and full-year results announcements).
Moving to a six-year exercise period, would result in the total life of the Right/Option being 10 years. Under
current Australian tax rules, the exercise period of an Option can be up to 15 years. Typically, in ASX listed
companies, the life of an Option ranges from seven to 10 years.
Extending the life of the Option will provide more opportunities for a participant to exercise and, in doing
so, will increase the attractiveness of Options and, we expect, their election by participants.
Similarly, providing participants with an additional choice of 25% Options and 75% Rights, will provide a
smaller step from 0% Options/100% Rights than 50% Options/50% Rights. This is also expected to increase
their attractiveness to participants (noting, the MD and CEO will remain set to 50%:50%).
3) Transitioning to a face value allocation methodology
Allocation methodology: from fair value for Rights and Options to face value for Rights and a set ratio (between Options and
Rights) for Options.
Rationale
The use of a fair value allocation methodology at SEEK for Rights and Options reflects both the probability
of vesting and, in the case of Options, the payment of an Exercise Price. However, feedback from
participants has been that this approach is complex; and from proxy advisors feedback has been that it is
inconsistent with market practice.
Moving to a face value allocation methodology for Rights will be consistent with the majority of ASX100
companies, noting the following:
• In making the transition from a fair value to a face value allocation methodology for Performance Rights,
companies have adjusted the face value opportunity level to ensure participants were no better or worse
off (i.e. they receive an equivalent number of Rights).
• There is a low prevalence of Options in the ASX100, however the Board continues to believe that they are
right for SEEK in rewarding long-term and aspirational outcomes. There is little, by way of market practice,
in making the transition from fair to face value, nevertheless, the same principle of ensuring participants are
no better or worse off was applied.
2) What’s not changing?
The key design features that are not changing are as follows:
Key design features
Performance period: three years.
Exercise restriction period: one year following the performance period.
Instrument: MD and CEO set at 50% Options and 50% Rights. Other participants can choose to receive the WSP as 0%,
25% (new), 50% or 100% Options; balance received as Rights.
Exercise Price of Options: SEEK’s 60-day VWAP.
Rationale
The current three-year performance period, followed by a one-year exercise restriction period, ensures
that there is a minimum of four years before participants can realise any value from their WSP, thereby
ensuring greater alignment with SEEK’s shareholders.
Alignment with shareholders is further strengthened through the use of Options given they only have value
where the SEEK share price increases above and beyond their Exercise Price.
Further detail regarding the transition to a face value allocation methodology for the FY2024 Wealth Sharing Plan (WSP) and the
impact on remuneration and/or remuneration mix is provided in sections 1.1 and 3.1 of this Report.
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Introduction and contents
This Remuneration Report (Report) sets out SEEK’s executive remuneration
framework, as well as the remuneration arrangements for SEEK’s key
management personnel (KMP) for the year ended 30 June 2023.
References to executives in this Report are to both executive KMP and other non-KMP executives
who report to the Managing Director and CEO (MD and CEO).
The Report has been prepared and audited based on the requirements of the Corporations Act 2001 (Cth)
(The Corporations Act) and its Regulations.
Section
1. Key management personnel (KMP)
2. FY2023 executive remuneration outcomes and alignment with
SEEK’s performance
3. Executive remuneration framework, contractual terms and FY2023
statutory remuneration
4. Remuneration governance framework and related policies
5. Non-executive director fees
6. Other KMP disclosures
Page
40
41
43
50
51
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 1. Key management personnel (KMP)
The KMP roles covered in this Report are SEEK’s Non-Executive Directors, the MD and CEO and the Chief Financial Officer (CFO).
Each of the KMPs held their position for the whole of FY2023.
Name
Position
Non-executive directors
G B Goldsmith
A R Bassat
J A Fahey
L M Jasper
L J Kristjanson
M H Wachtel
V M Wallace
Executive KMP
I M Narev
K T Koch
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
MD and CEO
CFO
Since the end of the reporting period, effective 3 July 2023,
Jamaludin Ibrahim was appointed a Non-Executive Director
of SEEK Limited.
1.1 Executive KMP remuneration arrangements for FY2024
MD and CEO
The Board is highly satisfied with Ian’s strong performance since
his appointment and throughout FY2023. Notwithstanding, for
FY2024, the Board and Ian have agreed that the MD and CEO’s
remuneration will be unchanged. As such, Ian’s Base Salary and
Superannuation will remain at $1,900,000 which has not been
increased since it was set at the time he joined SEEK in April
2019. Ian’s Executive Equity Right will also remain unchanged.
The Wealth Sharing Plan (WSP) component of his TRO will be
adjusted to reflect the transition from a fair value allocation
methodology to a face value approach in FY2024 (see below).
At the 2023 Annual General Meeting (AGM) on 15 November
2023, shareholders will be asked to approve the granting of
one Equity Right and WSP Options and Rights to Ian Narev
(50% of the WSP award as Options and 50% of the WSP award
as Rights).
CFO
For FY2024, on the MD and CEO’s recommendation,
the Board has determined to increase the CFO’s TRO by
5.5%, inclusive of the 0.5% SG increase, given her strong
performance throughout FY2023 and the relativity of her
remuneration against internal peers and external benchmarks.
Transition to a face value allocation methodology for the
FY2024 Wealth Sharing Plan (WSP)
Under the historical WSP fair value allocation methodology,
the number of WSP Rights and/or Options allocated to a
participant referenced the value of the WSP component of
their TRO and the allocation fair value of a Right and Option.
Under a face value allocation methodology, the share price,
being SEEK’s 60-day VWAP preceding the performance
period, is used for Rights. This means that in making the
transition, a participant would receive fewer Rights under a
face value methodology, unless the WSP component of their
TRO is adjusted.
Accordingly, in order to ensure a fair outcome for participants,
the WSP component of their TRO will be adjusted in order
to deliver a comparable number of instruments. In determining
an appropriate increase, the Board considered, the historical
average ratio over the last three years between the face value
of a SEEK share and fair value of a Right under the WSP. In
relation to WSP Options, the Board considered the historical
average ratio also over the last three years between the fair
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SEEK Limited Annual Report 2023
value of a Right and an Option under the WSP and the impact
of recent and forthcoming changes to Options on the fair value
of an Option (i.e. Exercise Price and increasing the exercise
period from one to six years).
While a participant’s TRO will be adjusted to reflect the
transition to a face value allocation methodology, it is only
the WSP component of the executive remuneration to which
this applies.
MD and CEO remuneration and mix: face value basis for FY2024
28%
28%
28%
15%
15%
15%
57%
57%
57%
Base Salary and
Superannuation
Executive Equity Plan
(EEP) Equity Right
$1,900,000
$1,015,737
Total Remuneration Opportunity
Wealth Sharing Plan
(WSP) Options and
Rights
$3,888,243:
face value allocation(1)
$6,803,980:
face value allocation
(1) The WSP component above is illustrative only as it assumes 100% of the award is
taken as Rights. Contractually, WSP awards for the MD and CEO are allocated as
50% Rights and 50% Options. While the face value of Rights can be determined
at $1.9m, given Options have an Exercise Price, their face value cannot be
determined at this time and is therefore over-stated.
CFO remuneration and mix: face value basis for FY2024
39%
39%
39%
19%
19%
19%
42%
42%
42%
Base Salary and
Superannuation
Executive Equity Plan
(EEP) Equity Right
$854,168
$427,084
Total Remuneration Opportunity
Wealth Sharing Plan
(WSP) Options
and Rights
$939,585:
face value allocation
$2,220,837:
face value allocation
Remuneration Report 2. FY2023 executive remuneration outcomes and alignment with SEEK’s performance
Outlined below is a summary of the FY2023 salary and equity plan vesting outcomes and the extent to which the equity plan
outcomes are aligned with SEEK’s performance. Analysis is presented to show the benefit that executives have effectively ‘realised’
through the Executive Equity Plan (EEP) and the Wealth Sharing Plan (WSP) versus the corresponding shareholder returns delivered
from FY2013 to FY2023.
Executive remuneration outcomes
Component(1)
Base Salary & Superannuation
FY2023 Executive Equity Plan (EEP)
FY2021 Wealth Sharing Plan (WSP)
Overall FY2023
salary/equity
plan vesting
outcomes
For FY2023, the Base Salary and
Superannuation for the MD and
CEO remained unchanged from the
time he joined SEEK in April 2019.
A 4.0% increase in TRO was applied
proportionally to the variable
equity-based components of Ian’s
TRO, being the EEP, Equity Right
and WSP Options and Rights.
For FY2023, the Base Salary and
Superannuation for the CFO
increased 7.5%, in recognition
of relativities to internal and
external benchmarks.
The FY2023 fees for non-executive
directors reflected modest increases
averaging 2.7% for individual
non-executive directors.
Further details regarding the fees for
FY2023 and relevant increases for
FY2024, are provided in section 5.1.
At the end of the qualifying period,
the Equity Right granted to each
executive vested in accordance with
the terms of the plan. As a result,
following the release of SEEK’s
FY2023 financial results, the following
number of Deferred Shares will be
allocated to each executive KMP:
Under the FY2021 WSP, executives were
given the choice to receive 100% Options,
100% Rights or a 50%:50% combination of
Options and Rights, with Ian Narev (in his
prior role as Group COO and AP&A CEO)
and several other participants electing to
receive the 50%:50% mix, and all others
choosing 100% Rights.
• I M Narev – 42,767; and
• K T Koch – 17,049.
The allocated Deferred Shares are
subject to a further one-year disposal
restriction from 1 July 2023 to
30 June 2024 – during which the
value of each executive’s EEP award
remains unrealised and variable based
on SEEK’s share price.(2)
As executives are subject to the
SEEK Share Trading Policy, in practice,
the shares will not be available to
trade until one trading day following
the release of SEEK’s FY2024
financial results.
The FY2021 WSP award was tested
following the end of the vesting period on
30 June 2023. In accordance with the plan
terms, a 60-day volume weighted average
price (VWAP), up to and including 30 June
2023, was used for testing purposes.
The 60-day VWAP was $23.10, which
was above the share price hurdle of $20.51.
As a result, the FY2021 WSP fully vested
on 1 July 2023 and remains subject to an
exercise restriction period until 30 June
2024 – meaning the value of each
executive’s WSP award also remains
unrealised and variable based on SEEK’s
share price.
Once exercised, the following number
of shares will be allocated to each
executive KMP:
• I M Narev – 217,893 (based on 163,793
Options(3) and 54,100 Rights); and
• K T Koch – n/a – not employed at the
time of offer.
Further details have been provided
in section 6.3 of this Report.
(1) Note, the FY2023 EEP and FY2021 WSP outcomes are shown in this table. The end of the relevant qualifying/vesting periods for these awards is 30 June 2023, with
vesting on 1 July 2023. Details of the FY2022 EEP and FY2020 WSP awards that vested on 1 July 2022 were provided in the FY2022 Remuneration Report and in
section 6 of this Report.
(2) FY2023 EEP allocations were based on a SEEK share price of $23.75. Based on the current SEEK share price of $25.61 as at 11 August 2023, the Deferred Shares have
increased in value by 7.8%. Their actual value will not be determined until they are realised following the one-year disposal restriction period (DRP).
(3) While both the FY2021 WSP Options and Rights have vested, the realisable value of the Options is the difference between the SEEK share price at the time of exercise
and their Exercise Price (noting, the current share price of $25.61 as at 11 August 2023 is above the $20.51 Exercise Price).
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Link between SEEK’s performance and equity outcomes
One of the guiding principles for executive remuneration is to align reward with SEEK’s strategic intent and the shareholder
experience, encouraging executives to think and act like owners. The following analysis compares the previous equity outcomes
‘realised’ by executives with the corresponding shareholder returns delivered since FY2013, when the EEP and WSP were
introduced. 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 the growth in SEEK’s total shareholder return (TSR). Similarly, when viewing the nine
WSP awards tested to date in totality, as was intended by the Board, there is clear alignment between the overall benefit received
by executives and SEEK’s TSR growth over the 11-year period from 1 July 2012.
SEEK vs ASX 100 TSR since 1 July 2012
)
%
(
n
r
u
t
e
r
l
r
e
d
o
h
e
r
a
h
s
l
a
t
o
T
SEEK
ASX 100
SEEK
ASX 100
TSR
186%
10% p.a.
TSR
317%
14% p.a.
Share price
233%
12% p.a.
700
600
500
400
300
200
100
0
Jul 2012
Jul 2013
Jul 2014
Jul 2015
Jul 2016
Jul 2017
Jul 2018
Jul 2019
Jul 2020
Jul 2021
Jul 2022 Jul 2023
SEEK’s TSR growth of 317% since 1 July
2012, when the WSP was first introduced,
is nearly double the ASX 100 index
growth of 186% over the same period.
During this time, SEEK’s share price also
increased from $6.53 to $21.75.
Assuming an executive received all nine
WSP awards granted since 1 July 2012,
the combination of seven awards having
vested and two awards having lapsed
means the benefit received by an
executive in totality is correlated with
(albeit lower than) the TSR growth
experienced by SEEK shareholders.
This is an outcome the Board considers
to be fair and reasonable from the
perspective of executive reward and
shareholder alignment.
2.1 SEEK’s five-year financial performance
The following table sets out information about SEEK’s earnings and movements in shareholder wealth for the past five financial
years up to and including FY2023.
FY2019
FY2020
FY2021
FY2022
FY2023
Share price at year end ($)(1)
Weighted 12-month average share price ($)
21.16
19.13
21.89
19.76
Cumulative total shareholder return (TSR) – indexed (%)(2)
100.64
106.25
33.14
25.68
161.92
Total dividend (cents per share)
46.0
13.0
40.0(4)
Sales revenue (excl. significant items) ($m)(3)
1,537.3
1,577.4
EBITDA (excl. significant items) ($m)(3)
NPAT (excl. significant items) attributable to SEEK ($m)(3)
Basic EPS (excl. significant items) (cents)(3)
455.0
207.5
59.1
410.6
139.3
39.6
760.3
332.0
135.3
38.3
21.00
29.06
104.00
44.0
1,116.5
509.1
245.5
69.4
21.72
22.43
109.8
47.0
1,225.3
546.1
197.9(5)
55.8
(1) The closing share price at the end of FY2018 was $21.81.
(2) Cumulative TSR includes dividends and share price appreciation and is indexed from 2 July 2018 (2 July 2018 = 100.00).
(3) SEEK’s financial performance for FY2023, FY2022 and FY2021 is reflective of the results from Continuing Operations only. This difference in presentation when compared
to prior years is the result of SEEK’s disposal of Zhaopin and deconsolidation of the SEEK Growth Fund, which, for accounting purposes, are considered to be Discontinued
Operations. Results in all years exclude significant items, as removal of items that are once-off in nature provides a more representative view of SEEK’s underlying
operational performance.
(4) The FY2021 total dividend includes a dividend of 20.0 cents following receipt of Zhaopin transaction funds.
(5) NPAT (excl. significant items) attributable to SEEK for FY2023 is calculated as Reported profit from Continuing Operations of $202.7m less significant items of $4.8m.
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Remuneration Report
3. Executive remuneration framework, contractual terms and FY2023 statutory remuneration
Objective
The main objective of SEEK’s executive remuneration framework is to ensure close alignment between executive reward and
long-term shareholder returns. With SEEK’s short-term business results closely tied to the broader economy, the equity components
which represent a significant proportion of an executive’s Total Remuneration Opportunity (TRO), are designed to ‘see through’
the ups and downs of the economic cycle. This encourages executives to make bold decisions and take actions focused on
creating sustainable results over the long term, leading to wealth creation for SEEK shareholders.
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 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 regularly to ensure they remain fit-for-purpose and are used by the Remuneration Committee
in assessing the effectiveness of SEEK’s remuneration strategy and framework.
3.1 Executive remuneration framework review
SEEK’s success as a global, people-centric business, relies on the ability to attract, motivate, and retain world-class talent and
appropriately reward them for behaviours and actions that result in sustainable, long-term shareholder wealth creation (rather
than those focused on short-term gains).
With the separation of the SEEK Growth Fund during FY2022, the Board considered it timely to review SEEK’s executive
remuneration framework and make some material changes to the operation of the WSP. While SEEK’s overall executive
remuneration framework for FY2024 remains the same as FY2023, as outlined in the letter from Remuneration Committee
Chairman and Q&As which follow, the following broad changes to the WSP will be implemented in FY2024:
• moving from an absolute share price hurdle to a relative total shareholder return (rTSR) performance measure;
• retaining Options as one instrument, but looking to enhance their attractiveness; and
• transitioning to a face value allocation methodology for Rights and a set ratio (between Options and Rights) for Options.
Executive remuneration framework
Component
Base Salary & Superannuation
Executive Equity Plan (EEP)
Wealth Sharing Plan (WSP)
Purpose and how
we achieve this
Remuneration mix
(% of TRO)
Guaranteed pay
Base Salaries are set at a level that result
in executives’ TROs being positioned
between the 50th and 80th percentiles
of local companies of comparable size.
Refer section 3.2 for SEEK’s FY2023
benchmarking approach and section 3.3
for the link to principles
Equity – variable in value
Annual grant of ‘locked-up’ equity that
is variable in value as the share price
moves: this means that from Day one
there is ongoing alignment with
SEEK shareholders.
Performance-based equity
(long-term equity component)
Annual grant of ‘at-risk’ equity, designed
to reward for absolute share price growth
throughout the economic cycle, in alignment
with long-term shareholder returns.
Refer section 3.4 for the link to principles and
summary of the FY2023 EEP Offer details
Refer section 3.5 for the link to principles and
summary of the FY2023 WSP Offer details
MD and CEO
MD and CEO
MD and CEO
40%
40%
40%
CFO
CFO
CFO
50%
50%
50%
Other executives
Other executives
Other executives
50% – 57.5%
50% – 57.5%
50% – 57.5%
MD and CEO
MD and CEO
MD and CEO
22%
22%
22%
CFO
CFO
CFO
25%
25%
25%
Other executives
Other executives
Other executives
21.25% – 25%
21.25% – 25%
21.25% – 25%
MD and CEO
MD and CEO
MD and CEO
38%
38%
38%
CFO
CFO
CFO
25%
25%
25%
Other executives
Other executives
Other executives
21.25% – 25%
21.25% – 25%
21.25% – 25%
The above reflects the remuneration mix for FY2023. As outlined in section 1.1, for FY2024, in transitioning to a face value allocation
methodology for the FY2024 WSP, the WSP component of TRO will be adjusted, however, all other things being equal, executives
will see no change to their Base Salary, Superannuation or Executive Equity Right and a comparable number of instruments.
Delivery
mechanism
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 (for the
MD and CEO the WSP award is fixed as
a 50%:50% mix of Options and Rights).
Timeframe before
reward is realised
Immediate
Two years
Four years
Base salary and
Superannuation
Equity Right
Value is variable
based on SEEK
share price over the
Qualifying Period
Disposal
Restriction
Wealth Sharing Plan
Options/Rights
Vesting subject to
SEEK share price
performance over
the Vesting Period
Exercise
Restriction
1 year
1 Year
+1 Year
3 Years
+1 Year
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 3.2 SEEK’s approach to determining remuneration
The highly competitive global landscape for talent, particularly for those with the skills and specific experience of SEEK’s senior
leaders, persists. Recognising the critical need to attract, retain and motivate the talent that SEEK needs to succeed, the Board’s
objective is to position executives’ TROs within a target range of the 50th to 80th percentiles of a primary benchmarking
comparator group comprising 20 similarly sized ASX-listed companies.
FY2023 benchmarking approach
The executive remuneration structure, including the significant weighting towards equity, is guided by SEEK’s remuneration
objectives which support SEEK’s focus on building a sustainable business over the long term (see section 3.1). The quantum
of executive remuneration is guided by several inputs, one of which is external benchmarking. Other inputs include: the
competitive landscape for executive talent; internal relativities; and the individual’s experience and performance. During
FY2023, the Board engaged Ernst & Young to benchmark the quantum of TRO for executive remuneration with the aim of
identifying SEEK’s competitive positioning. Consistent with prior years, three ASX-listed, size-based comparator groups were
used, as outlined below.
Primary data sources
Secondary data sources
For consistency with prior years and reflecting proxy advisor
feedback that a smaller, more targeted comparator group
is generally preferred, SEEK’s FY2023 primary comparator
group comprised 20 ASX-listed companies: 10 companies
immediately either side of SEEK based on a 12-month average
market capitalisation to 30 April 2023 of $8,014m.
i
s
e
n
a
p
m
o
C
0
1
+
i
s
e
n
a
p
m
o
C
0
1
–
Dexus
Stockland
Medibank Private Limited
Vicinity Centres
Atlas Arteria
Spark New Zealand Limited
Mirvac Group
OZ Minerals Limited
GPT Group
BlueScope Steel Limited
SEEK
Allkem Limited
IDP Education Limited
Worley Limited
Lynas Rare Earths Limited
Ampol Limited
Seven Group Holdings Limited
Carsales.com Limited
Whitehaven Coal Limited
Incitec Pivot Limited
Aurizon Holdings Limited
Two additional comparator groups supplemented the
FY2023 benchmarking analysis to provide a more
complete view of executive remuneration, 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 30 April
2023; 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 30 April 2023.
Application of benchmarking data
Executives’ TROs are determined by the Board with
reference to the following:
i. The market positioning of each executive’s TRO
against the primary comparator group.
ii. Individual performance, role scope, complexity
and internal relativities amongst the executives.
iv. Availability of similar skills and experience in the
domestic and international marketplace.
The Board is satisfied that the TRO for the MD and CEO, CFO and other executives are positioned appropriately against
the primary comparator group in light of their individual performance, experience and nature of their role and accountability.
Despite an increasing requirement for the scope of senior roles to expand across multiple geographies, the majority of executives
are based locally and, as such, it is appropriate to anchor remuneration primarily to the Australian market. However, given SEEK’s
significant global footprint, and its associated demands, ongoing monitoring of market positioning against multi-national and
global technology companies will continue to be a focus.
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3.3 Base Salary and Superannuation
The key features of the FY2023 EEP are outlined below.
• 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 (DRP) (in total,
a two-year ‘lock-up’ period).
• The number of shares to be allocated is determined based
on a VWAP for the 60 trading days leading up to the start
of the qualifying period (up to and including 30 June).
• 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 FY2023 Equity Rights award are set out
below. There were no design changes from the prior financial
year and there are no changes for FY2024.
Provision of a competitive Base Salary (one that appropriately
reflects the opportunities and challenges an executive faces
and the expectation of high performance at all times and
in all conditions) allows the focus to be on the job at hand.
Together with the Equity Rights and WSP Options/Rights,
executives have confidence in being fairly, and well,
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’.
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.
3.4 Equity Rights
Equity Rights ensure alignment with shareholders and
emphasise the focus on sustainable, long-term shareholder
wealth creation. The provision of Equity Rights rather than a
traditional short-term incentive (STI), encourages executives
to think and act as owners, and to channel their actions to
sustainably grow the business, rather than focus on short-term
financial targets, which may not be aligned with SEEK’s
long-term objectives.
Equity Rights
Objective
Description
Effective date
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.
Each Equity Right is a right to receive an agreed number of SEEK Limited Shares, subject to vesting conditions.
1 July 2022
Grant date (accounting)
MD and CEO: 18 November 2022
Executives: 24 October 2022
Fair value at grant date
(accounting value)
MD and CEO: $21.28
Executives: $20.33
Qualifying period
1 July 2022 to 30 June 2023
Lapsing condition
Equity Rights generally lapse when 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
received will be adjusted to account for 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 FY2023 EEP award opportunity by the 60-day SEEK VWAP, up to and
including 30 June 2022, being $23.75.
Exercise Price
$nil. No amount is payable, on grant of the Equity Right or on allocation of the Deferred Shares, by the executive.
Disposal restriction
period (DRP)
Dividend and
voting entitlements
1 July 2023 to 30 June 2024
During the DRP, the shares allocated following vesting of an Equity Right are referred to as ‘Deferred Shares’.
Deferred Shares are automatically allocated on vesting of Equity Rights. As such, there is no expiry date.
Executives are entitled to retain their Deferred Shares if employment ceases during the DRP (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
The Board has 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, material breach of contractual obligations, or where equity
awards have vested as a result of a material misstatement in the financial statements.
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• Awards have a three-year vesting period followed by a
one-year exercise restriction period. 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).
• For the FY2023 WSP, the Exercise Price for Options was
aligned with the starting VWAP. Since the WSP was
introduced in FY2013, the Exercise Price has been aligned
to the Threshold Price. This means, even if vesting is
achieved, Options only have value above and beyond this
share price. This design discourages participants from
electing Options and does not reward them for any share
price growth between the starting VWAP and the Threshold
Price. For FY2023, the Board decided that the Exercise
Price for Options will be aligned with the starting VWAP
to better reflect market practice and encourage the choice
of Options. Importantly:
– whether or not the FY2023 WSP vests is still subject
to the achievement of the Threshold Price; and
– the fair value of Options will increase slightly (because
of the lower Exercise Price to be paid) and, as a result,
participants will receive correspondingly fewer Options.
• While the plan has the potential to result in substantial
reward for executives, the requirement for absolute share
price growth ensures a clear link to the value created for
shareholders over the vesting period. While the share price
performance hurdle is a purely capital hurdle (which excludes
dividends), shareholders receive the benefit of any dividends
paid to them in addition to any capital returns. In other words,
any reward delivered to executives under this plan is closely
aligned with the experience of SEEK’s shareholders.
As outlined in the letter from Remuneration Committee
Chairman, the EEP and WSP have served SEEK and its
shareholders well. Nevertheless, with the separation of the
SEEK Growth Fund during FY2022, the Board considered it
timely to review SEEK’s executive remuneration framework
and make some material changes to the operation of the WSP.
The three broad changes to the WSP to be implemented
in FY2024 have been outlined in the letter and section 3.1.
The Q&As which follow the letter outline specific key design
features and their rationale.
The Board is confident that the changes will ensure that
the WSP continues to support the sustainable growth
of SEEK’s business.
The FY2024 WSP will be put to shareholders in relation
to the MD and CEO’s award at the 2023 Annual General
Meeting (AGM).
3.5 Wealth Sharing Plan (WSP) Options/Rights
Equity awards granted under the SEEK WSP represent 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
prospects in all conditions and business cycles. The plan
supports the retention of executives and operates as a true
‘wealth sharing’ arrangement, whereby reward is received only
when shareholders have also done well over the same period.
While the overall approach to the WSP remains the same for
FY2023, two changes were also introduced as disclosed in last
year’s Report. The key features of the FY2023 WSP, including
the changes made last year, are as follows:
• The MD and CEO’s award is fixed at 50% Options and 50%
Rights, consistent with his previous voluntary choices and his
contractual arrangement upon appointment as MD and CEO.
Other executives are offered the choice to receive a grant of
Options and/or Rights with the number of awards granted to
each executive dependent on their choice: fewer Rights are
offered compared to Options, reflecting the lower allocation
value of an Option due to the payment of an Exercise Price.
Around 24% of participants (including the MD and CEO and
CFO) received their FY2023 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.
• Graduated vesting of Options and Rights, subject to
continued employment and the achievement of the
Threshold Share Price Hurdle (Threshold Price), was
introduced in FY2021. If the Threshold Price is not met,
no vesting occurs and all Options and Rights lapse.
• For the FY2023 WSP, the Board exercised its discretion
and set a more challenging Threshold Price. Applying the
historical methodology, being the 15-year average growth
in the ASX All Ordinaries Index, the Threshold Price for the
FY2023 WSP would have been based on a 1.4% compound
annual growth rate (CAGR). On balance, the Board
considered it reasonable to exercise its discretion and set
a more challenging Threshold Price of 3.0% applied on a
CAGR basis. In doing so, the Board was cognisant of the
need for alignment with shareholders, the principle of
fairness for participants in light of the FY2022 WSP
potentially being set at a cyclical high-point, and the
challenge of setting any target in a volatile market.
Accordingly, for FY2023, the Board decided that:
– a 3.0% CAGR target was applied to set the Threshold
Price of $25.95 – at which 50% vesting will occur;
– a 6.0% CAGR target (no change from the FY2022 WSP)
was applied to set the Stretch Price of $28.29 – at which
100% vesting will occur; and
– between $25.95 and $28.29 pro-rata vesting
on a straight-line basis will apply.
Upfront disclosure of the Threshold Price and Stretch Price
enable both executives and shareholders to easily monitor
actual performance against hurdles at any time during the
vesting period.
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Remuneration Report 3.5 Wealth Sharing Plan (WSP) Options/Rights continued
Terms and duration
The terms of the FY2023 WSP award are set out below.
Wealth Sharing Plan (WSP) Options/Rights
Objective
Description
Ensuring executives focus on sustainable, absolute increases in shareholder value over the long term.
Options/Rights are rights to receive SEEK Limited Shares, subject to vesting conditions and in the case of Options,
payment of an Exercise Price. Executives receive one share for each Right or Option that vests and is exercised.
Effective date
1 July 2022
Grant date (accounting)
Vesting period
Testing date
MD and CEO: 18 November 2022
Executives: 24 October 2022
1 July 2022 to 30 June 2025
30 June 2025
Exercise restriction period
1 July 2025 to 30 June 2026
Exercise period
Expiry date
Fair value at effective date
(allocation value)(1)
Fair value at grant date
(accounting value)(2)
1 July 2026 to 30 June 2027
30 June 2027
Option: $4.80; and Right: $11.66.
MD and CEO: Option: $3.62 and Right: $8.96 at 18 November 2022.
Executives: Option: $3.84 and Right: $9.40 at 7 November 2022.
Closing share price at
accounting grant date(2)
MD and CEO: $21.56 at 18 November 2022.
Executives: $21.85 at 7 November 2022.
Exercise Price
Performance conditions
Option: $23.75; and Right: $nil.
For the FY2023 WSP, the Exercise Price for Options is aligned to the Threshold Price.
No amount is payable on grant of the Options/Rights by the executive.
Vesting will only occur if the Testing Date Price achieves the Threshold Price, and, once met, the proportion of the
award that vests is dependent on the extent of achievement against the Stretch Price. For FY2023 the share price
hurdles have been determined as outlined below.
Threshold Price is $25.95 calculated by applying a 3.00% CAGR as set by the Board to the 60-day SEEK VWAP,
up to and including 30 June 2022 ($23.75 for FY2023), over the three-year vesting period.
Calculation: (1+0.030)^3-year period x $23.75 = $25.95.
Stretch Price is $28.29 calculated by applying a CAGR of 6.00% to SEEK’s VWAP for the 60 trading days up to and
including 30 June 2022, over the three-year vesting period.
Calculation: (1+0.060)^3-year period x $23.75 = $28.29.
The Testing Date Price is the 60-day SEEK VWAP, up to and including 30 June 2025.
Lapsing condition
Options/Rights will lapse, subject to Board discretion, where the executive ceases employment before the testing date
as a result of summary dismissal, or 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 the Threshold Price is met, the actual number of Options and Rights that vest will be determined based on the
graduated vesting schedule per below and no re-testing will occur.
If the Testing Date Price is
Less than the Threshold Price
At the Threshold Price (FY2023: $25.95, 3.00% CAGR)
Proportion of award that vests
0%
50%
Between Threshold Price and Stretch Price
Pro-rata vesting on a straight-line basis
At or above the Stretch Price (FY2023: $28.29, 6.00% CAGR) 100%
Prior to the FY2021 award, cliff vesting rather than the above graduated vesting applied. Options/Rights vested where
the share price hurdle, calculated based on the methodology referenced above for the Threshold Price, was achieved.
Allocation methodology
The number of Options/Rights granted to an executive was determined by dividing the executive’s FY2023 WSP
award opportunity by the fair value of the Options/Rights as at the effective date.
For the FY2023 award, the fair value was based on a 60-day VWAP, up to and including 30 June 2022, 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.
Change of control
Malus and clawback
The Board has 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, 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 based on the 60-day VWAP, up to but excluding the effective date 1 July 2022, for the purposes of calculating the number of
Options/Rights to be allocated to the MD and CEO and other executives.
(2) For accounting purposes, WSP Options/Rights were granted to executives on 24 October 2022, and to the MD and CEO on 18 November 2022 following shareholder
approval of his FY2023 EEP and WSP awards at SEEK’s 2022 AGM. See section 6.3 for details of the fair values at grant date attributed to the MD and CEO and executives’
FY2022 WSP Options/Rights for accounting purposes.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Value of the MD and CEO’s FY2023 Wealth Sharing Plan award
The Board acknowledges that some shareholders and proxy advisors have a preference to convert the fair value of the MD
and CEO’s WSP award into an equivalent face value amount. The MD and CEO’s FY2023 WSP award was fixed at 50% Options
and 50% Rights per his contractual arrangement upon appointment. 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.
Ian Narev
75,788
$883,688
$1,799,965
Number of Rights
Fair value of Rights
Face value of Rights
The MD and CEO’s FY2023 WSP award was equal to 38% of his TRO. Following shareholder approval at SEEK’s 2022 AGM, this
resulted in 184,102 Options being granted at a fair value for allocation purposes of $4.80 (determined by Ernst & Young at the
start of the performance period, 1 July 2022) and 75,788 Rights being granted at a fair value of $11.66. The equivalent face value
of the WSP Rights, based on SEEK’s 60-day VWAP, up to and including 30 June 2022, was $23.75.
The difference between the fair and face value of WSP Rights reflects the degree of difficulty associated with achieving full
vesting under the plan. This is 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 the graduated vesting approach. The fair value also
accounts for dividends foregone during the vesting period.
3.6 Executive performance evaluations
SEEK’s leaders are held to a high standard of performance in relation to their behaviours and outcomes expected of them. The
performance of each executive, including the MD and CEO, is assessed annually, with quality feedback conversations conducted
on an ongoing basis throughout the year. The MD and CEO’s performance assessment is conducted by the Board, followed by a
one-on-one discussion between the Chairman and the MD and CEO, which considers the setting of SEEK’s strategy, operational
and financial results achieved, management of principal risks, demonstrated leadership behaviours and the culture fostered within
the organisation. Executives’ performance is assessed by the MD and CEO and presented to the Board for discussion and review.
Discussions about the MD and CEO and executive performance also occurs at Board and committee meetings on a regular basis
throughout the year (1). Performance reviews for the MD and CEO and each executive were undertaken in FY2023 consistent with
this approach.
Performance assessments for all SEEK employees are undertaken primarily against SEEK’s performance framework. The framework
considers both the individual and collective outcomes achieved, along with how well individuals demonstrate the SEEK values and
attributes when achieving these. For the MD and CEO, executives and other senior leaders, other inputs into their performance
assessment include formal 360-degree feedback and the results and insights from engagement surveys.
(1) Note the performance assessments for the MD and CEO and executives were completed in accordance with this process for FY2023.
3.7 Executive contractual terms
Executives’ remuneration and other key employment terms are formalised in individual employee agreements. Each agreement
provides for Base Salary and Superannuation, the Equity Right and WSP Options/Rights. Executives’ TROs are reviewed annually.
The table below outlines contractual arrangements for the MD and CEO and executives.
Individual
Contract term
Notice period – employer
Notice period – employee
Post-employment restraints
MD and CEO and
other executives
Ongoing
Six months
Six months
12-month non-competition period across
all markets in which SEEK operates
Prior to an executive’s appointment, SEEK undertakes reference and background checks to validate the candidate’s experience
and character.
SEEK 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. SEEK may terminate employment immediately for cause, in which
case the executive is not entitled to any payment in lieu of notice.
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Remuneration Report 3.8 Executive statutory remuneration for FY2023 and FY2022
The following table provides the statutory remuneration disclosures for executive KMP for FY2023, prepared in accordance with
Australian Accounting Standards. As such, the amounts in this table may differ from the executive KMP’s FY2023 TROs and the
elements of the remuneration framework outlined in sections 3.1 to 3.5. Differences arise mainly due to the accounting treatment
of long-term benefits (including annual and long-service leave) and share-based payments (Equity Rights and WSP Options/
Rights). Specifically, Australian Accounting Standards require share-based payments to be expensed and included as remuneration
over the vesting period of the award, even if an executive may not realise any benefit from an award. The accounting values
for current year Equity Rights and all unvested WSP Options/Rights are therefore shown in the following table.
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
One-off
share-based
payment
Ongoing share-based payments
Total
Cash
salary(1)
$
Non-
monetary
benefits(2)
$
Superann-
uation(3)
Leave(4)
$
$
Executive KMP
I M Narev
2023
1,872,516
18,214
27,484
134,661
One-off
equity
award(5)
$
_
Equity
Rights(6)
WSP
Options(7)
$
$
WSP
Rights(7)
$
Performance
– based
equity
component(8)
$
%
2022 1,872,500
14,251
27,500
58,121
964,673
1,080,467
835,190
798,302
5,651,004
K T Koch
2023
781,480
4,628
27,500
41,020
2022
725,925
2,683
27,500
18,469
Total
2023 2,653,996
22,842
54,984
175,681
–
–
_
346,606
114,437
116,781
1,432,452
355,942
60,450
62,377
1,253,346
1,256,688
993,806
964,248
6,122,245
2022 2,598,425
16,934
55,000
76,590
964,673
1,436,409
895,640
860,679
6,904,350
910,082
879,369
847,467
4,689,793
37%
46%
16%
10%
(1) Amounts disclosed include Base Salary and any Superannuation amount over the general concessional contributions cap of $27,500 for the 2022-23 and
2021-22 income year.
(2) Non-monetary benefits include car parking benefits and income protection insurance.
(3) Any Superannuation amount earned over the general concessional contributions cap or maximum Superannuation contributions base (where applicable) is paid as cash
and included within ‘cash salary’.
(4) Amounts disclosed reflect long-service leave and annual leave accrued but not taken.
(5) Amounts disclosed reflect the accounting expense for the one-off sign-on equity award granted to Ian Narev following commencement with SEEK on 29 April 2019.
One-third of the award was granted as an Equity Right, with the remaining two-thirds granted as WSP Options and Rights. While the grant occurred in FY2019, and no
further one-off, share-based payments have been made since then, the disclosure shows the accounting value that has been attributed to FY2022 due to amortisation
of the WSP Options and Rights over their three-year vesting period.
(6) Amounts disclosed reflect the accounting expense for the Equity Rights.
(7) Amounts disclosed reflect the accounting expense for the WSP Options and Rights. Ian Narev and Kate Koch received their WSP award as 50% Options and 50% Rights
in FY2023 and FY2022.
(8) Amounts disclosed reflect the expense relating to the WSP Options and Rights component of the one-off equity award granted to Ian Narev in FY2019 (refer to footnote 5),
and ongoing WSP Options and Rights, as a percentage of total remuneration.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 4. Remuneration governance framework and related policies
SEEK’s remuneration governance framework and related policies ensure that integrity of the remuneration strategy is upheld and
the desired outcomes are delivered. The diagram below illustrates SEEK’s remuneration governance framework, key roles of the
Board and Remuneration Committee (Committee) and related policies.
Reviews, challenges and, as appropriate, approves the Committee’s recommendations.
Assesses performance of the MD and CEO and approves his remuneration.
Board
Remuneration Committee
Comprised entirely of independent non-executive directors:
Leigh Jasper (Chairman), Graham Goldsmith, Jamal Ibrahim, Linda Kristjanson and Vanessa Wallace.
Non-executive directors who are not Committee members attend Committee meetings by invitation,
ensuring decisions are not made in isolation.
Reviews and makes recommendations
to the Board on remuneration quantum
and structure for the MD and CEO and
executives and non-executive director fees.
Ensures the SEEK remuneration
approach aligns with and supports
SEEK’s purpose, values, strategic
objectives and risk appetite.
Ensures remuneration is sufficiently
competitive and flexible to attract
and retain appropriately qualified,
experienced executives.
Malus and clawback: should the circumstances require(1), makes recommendations to the Board to apply malus or clawback
for unvested and/or vested but restricted or unexercised equity awards for executives per the SEEK Equity Plan rules.
Management
Regularly reports to the Committee
and provides information on issues
that may impact its decisions.
Attends meetings by invitation, but do
not participate in decisions regarding
their own remuneration arrangements.
Independent remuneration advisors
Engaged occasionally to provide relevant information or an external
perspective to assist with Committee decision making.(2)
Engaged by the Committee, independent of management, where a
recommendation is provided. For FY2023, no recommendation was
made by a remuneration adviser as defined in the Corporations Act.
Ernst & Young was engaged to provide executive benchmarking data
to inform the Committee of current market positioning (see section
3.2) and KPMG were engaged to provide market practice and
insights to support SEEK’s WSP review.
Related policies
SEEK Share Trading Policy – restricts dealing in SEEK securities by directors, executives, other senior leaders and selected
SEEK employees (Designated Persons) and prohibits Designated Persons from entering into arrangements that have the
effect of limiting the economic risk related to an unvested or vested but restricted equity awarded under a SEEK employee
incentive scheme. All KMP, executives and certain other senior leaders are also restricted from entering into margin loans
in respect to SEEK’s securities, unless approved by the Chairman and by the ARMC Chairman in respect of arrangements
proposed to be entered into by the Chairman. No margin loans were entered into by KMP during FY2023 in breach of the
Share Trading Policy. The Share Trading Policy can be found on the Corporate Governance page in the Investors section
of SEEK’s website at https://www.seek.com.au/about/investors/corporate-governance.
SEEK Minimum Shareholding Policy – promotes the alignment of interests of executives and non-executive directors with
the interests of shareholders. The relevant amount of SEEK equity required to be held under the policy and the time to comply
is as follows.
Category
MD and CEO
Executives
Non-Executive Director
Annual Base Salary and
Superannuation or annual fee
Acquisition timeframe
for new appointees
Equity included
to meet requirement
200%
100%
100%
Over three years
Shares, vested WSP Options/Rights
and unvested Equity Rights (3)
Over five years, 20% each year
until requirement achieved
Shares (including shares held by a
controlled entity or beneficially)
In FY2023, the MD and CEO, executives and non-executive directors met, or are on track to meet, their minimum
shareholding requirements as outlined above.
(1) Circumstances include instances of fraudulent behaviour or gross misconduct, material breach of contractual obligations, or where equity awards have vested
as a result of a misstatement in the financial statements.
Information sought includes market movements, trends, and regulatory developments to assist the Board to determine the right approach for SEEK.
(2)
(3) The calculation of the value of the WSP Options that count towards the requirement, excludes the exercise price of the WSP Options.
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Remuneration Report 5. Non-executive director fees
SEEK’s non-executive director fees aim to appropriately recognise the time, contribution, and expertise of each director.
The following section sets out how SEEK’s director fees are determined and details the actual non-executive director fees
paid in FY2023.
5.1 Non-Executive Director Fee Policy
The following table outlines SEEK’s Non-Executive Director Fee Policy and terms.
Aggregate non-executive
director fee limit
Non-executive director fees are determined within a yearly aggregate fee limit. The current aggregate fee limit
of $2,100,000 per annum was approved by shareholders at the 2022 AGM.
The aggregate fee limit was increased to accommodate any new non-executive director appointments and any future
adjustments to fees.
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 FY2021, an independent remuneration advisor (Ernst & Young) provided the Committee with a comparative
benchmarking analysis on director fees. The analysis highlighted SEEK’s fees had generally fallen below market rates
relative to the primary comparator group.
Since then, any adjustments to SEEK’s non-executive director fees have been informed by market-based movements
amongst the ASX100 and broader market sentiment.
Non-executive director fees
in FY2023 and FY2024
Taking into consideration market movements and the positioning of SEEK’s fees against the 2021 Ernst & Young
benchmarks, the Board has applied the following increases for FY2024, effective 1 July 2023.
Chairman of the Board(1)
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
FY2023
FY2024
Increase
435,000
445,000
164,000
168,000
40,000
20,000
33,000
18,000
0
41,000
20,500
33,825
18,450
0
2.3%
2.4%
2.5%
2.5%
2.5%
2.5%
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 SEEK shares equivalent to one year of their annual base director fee.
Refer to section 4 for further detail.
Performance-based
remuneration
Non-executive directors do not receive share Options or Rights or any performance-based remuneration.
(1) No committee fees are payable to the Chairman of the Board.
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 5.2 Non-executive director fees
Details of the actual fees paid to each Non-Executive Director of SEEK Limited for FY2023 and FY2022 are set out in the following
table. The total non-executive director fees paid for FY2023 were $1,571,234 which is below the current annual aggregate fee
limit of $2,100,000.
G B Goldsmith
A R Bassat
J A Fahey
L M Jasper(2)
L J Kristjanson
M H Wachtel
V M Wallace
Total
Short-term benefits
Post-employment
benefits
SEEK Limited
director fees
$
Non-monetary
benefits (1)
$
Superannuation
$
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
407,488
396,633
148,416
145,455
166,516
163,182
178,281
168,988
164,706
176,000
199,154
191,943
182,805
177,727
3,234
577
–
–
–
–
–
–
–
–
–
–
–
–
27,512
27,367
15,584
14,545
17,484
16,318
18,719
16,899
17,294
–
4,846
7,557
19,195
17,773
1,447,366
1,419,928
3,234
577
120,634
100,459
Total
$
438,234
424,577
164,000
160,000
184,000
179,500
197,000
185,887
182,000
176,000
204,000
199,500
202,000
195,500
1,571,234
1,520,964
(1) Non-monetary benefits relate to car parking benefits.
(2) Leigh Jasper was a member of the Remuneration Committee until his appointment as Chairman of the Remuneration Committee effective 18 November 2021.
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Remuneration Report 6. Other KMP disclosures
6.1 Ordinary shareholdings – SEEK Limited
The number of Ordinary Shares in SEEK Limited held during FY2023 by each KMP, including their personally related parties, is set
out below. No shares were granted during the reporting period as compensation.
FY2023 –
SEEK Limited Shares
Non-executive
directors
G B Goldsmith
A R Bassat
J A Fahey
L M Jasper
L J Kristjanson
M H Wachtel
V M Wallace
Executive KMP
I M Narev
K T Koch
Balance at
the start
of the year
Granted as
remuneration
during
the year
Received
during the
year on
exercise of
WSP Rights(1)
Received
during the
year on
exercise of
Equity
Rights(2)
Purchase
of shares
Sale of
shares
Other
changes
during
the year
Balance at
the end of
the year
50,000
13,698,918
8,888
68,133
2,637
8,000
17,000
151,084
–
–
–
–
–
–
–
–
–
–
–
47,092
–
–
–
–
–
–
–
–
–
–
–
–
–
–
30,884
12,246
4,500
–
–
–
1,500
–
–
–
–
–
–
–
–
–
–
–
(57,000)
–
–
–
–
–
–
–
–
–
–
54,500
13,746,010
8,888
68,133
4,137
8,000
17,000
124,968
12,246
(1) Relates to the FY2020 WSP, which vested following the end of the performance period to 30 June 2022. For Andrew Bassat this award relates to his previous role as an
executive KMP – the Former CEO and Co-Founder, prior to 1 July 2022.
(2) Relates to the FY2022 EEP award, which vested following the end of the qualifying period on 30 June 2022. The shares allocated during FY2023 on 30 August 2022
remained subjectto a disposal restriction until 30 June 2023.
6.2 Other equity holdings
The number of Options and Rights over Ordinary Shares in SEEK Limited held during FY2023 by each 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 (1)
Vested and
unexercisable
at the end of
the year
Unvested
at the end
of the year
319,619
13,521
70,945
75,788
17,363
–
–
–
(47,092)(3)
1,054,678
184,102
38,916
234,666
1
1
–
42,178
–
1
1
–
–
–
–
(1)
(1)
–
–
–
–
–
–
(162,450)
–
–
–
395,407
152,817
53,370
189,220
30,884
23,853
–
–
–
–
30,884
23,853
1,238,780
536,013
184,108
518,659
81,094
72,216
1
1
–
–
–
–
–
–
–
–
–
–
–
81,094
72,216
1
1
–
FY2023
WSP Rights(2)
I M Narev
K T Koch
A R Bassat
WSP Options(2)
I M Narev
K T Koch
A R Bassat
Equity Rights
I M Narev
K T Koch
A R Bassat
(1) The WSP component of Ian Narev’s sign-on award vested in FY2022 and was subject to an exercise restriction period until 28 April 2023.
(2) For FY2023, Ian Narev and Kate Koch received their WSP award as 50% WSP Options and 50% WSP Rights.
(3) The value of the WSP Rights exercised by Andrew Bassat based on the closing share price on the exercise date is $969,624.
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 6.3 Equity grants on foot during FY2023
The required statutory disclosures of equity grants for SEEK’s KMP are set out below.
Executive KMP
Vesting period
Grant date
# of
Options
and Rights
granted(1)
Exercise
Price
Fair value
per Option
or Right at
grant date
Maximum value
of Options and
Rights based
on fair value at
Vested(3)
grant date(2)
%
Vested(3)
Forfeited/
lapsed %
I M Narev(4)
29 Apr 2019 – 28 Apr 2022(5)
11 Jun 2019
536,013
$20.95
29 Apr 2019 – 28 Apr 2022(5)
11 Jun 2019
152,817
1 Jul 2019 – 30 Jun 2022(6)
23 Sep 2019
184,108
1 Jul 2019 – 30 Jun 2022(6)
23 Sep 2019
53,370
1 Jul 2020 – 30 Jun 2021(7)
15 Oct 2020
1
1 Jul 2020 – 30 Jun 2023(8)
2 Nov 2020
163,793
1 Jul 2020 – 30 Jun 2023(8)
2 Nov 2020
54,100
1 Jul 2021 – 30 Jun 2022(9)
18 Nov 2021
1
$0.00
$23.18
$0.00
$0.00
$20.51
$0.00
$0.00
$3.36
$10.94
$2.90
$9.96
$22.70
$4.26
$11.96
$34.98
$0.00
100% 536,013
$0.00
100% 152,817
$0.00
100% 184,108
$0.00
100%
53,370
$0.00
100%
1
$0.00
100% 163,793
$0.00
100%
54,100
$0.00
100%
1 Jul 2021 – 30 Jun 2024(10)
18 Nov 2021
170,764
$34.40
$7.46
$424,633
1 Jul 2021 – 30 Jun 2024(10)
18 Nov 2021
59,332
$0.00
$20.50
$405,435
n/a
n/a
1 Jul 2022 – 30 Jun 2023(11)
18 Nov 2022
1
$0.00
$21.28
$0.00
100%
1 Jul 2022 – 30 Jun 2025(10)
18 Nov 2022
184,102
$23.75
1 Jul 2022 – 30 Jun 2025(10)
18 Nov 2022
75,788
K T Koch
1 Jul 2021 – 30 Jun 2022(9)
20 Sep 2021
1
$0.00
$0.00
1 Jul 2021 – 30 Jun 2024(10)
27 Sep 2021
38,916
$34.40
1 Jul 2021 – 30 Jun 2024(10)
27 Sep 2021
13,521
1 Jul 2022 – 30 Jun 2023(11)
24 Oct 2022
1
$0.00
$0.00
1 Jul 2022 – 30 Jun 2025(10)
7 Nov 2022
42,178
$23.75
1 Jul 2022 – 30 Jun 2025(10)
7 Nov 2022
17,363
$0.00
Non-executive KMP
A R Bassat(12)
1 Jul 2019 – 30 Jun 2022(13)
29 Nov 2019
243,520
1 Jul 2019 – 30 Jun 2022(13)
29 Nov 2019
70,593
1 Jul 2020 – 30 Jun 2021(7) 20 Nov 2020
1
1 Jul 2020 – 30 Jun 2023(14) 25 Nov 2020
216,649
$23.18
$0.00
$0.00
$20.51
$3.62
$8.96
$29.07
$4.66
$13.84
$20.33
$3.84
$9.40
$3.57
$12.04
$24.91
$7.69
1 Jul 2020 – 30 Jun 2023(14) 25 Nov 2020
71,558
$0.00
$19.09
0%
0%
0%
0%
0%
0%
0%
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
33%
0%
67%
67%
1
n/a
n/a
1
n/a
n/a
1
n/a
n/a
1
n/a
n/a
$444,299
$452,707
n/a
n/a
$0.00
100%
$60,450
$62,377
n/a
n/a
$0.00
100%
$107,976
$108,808
n/a
n/a
67% 162,450
100%
$0.00
$0.00
67%
47,092
$0.00
100%
1
$0.00
$0.00
33%
33%
72,216
23,853
(1) No amount is paid/payable in respect of the grant of Options or Rights.
(2) Reflects the accounting fair value at grant. The maximum value of the Options and Rights yet to vest has been determined as the amount of the grant date fair value
of the Options and Rights that is yet to be expensed. The minimum possible value of the awards for future financial years is nil.
Includes awards that vested on 1 July 2023.
(3)
(4) For Ian Narev, equity grants were made subsequent to obtaining shareholder approval at the relevant AGM per ASX Listing Rule 10.14.
(5) During FY2019, Ian Narev received a one-off, sign-on equity award comprising 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 occurred following the testing date of 28 April 2022 as the share price hurdle of
$20.95 had been achieved. Vested WSP Options and Rights remained subject to a one-year exercise restriction to 28 April 2023.
(6) The FY2020 WSP award vested during FY2023. Vesting occurred following the testing date of 30 June 2022 as the share price hurdle of $23.18 had been achieved.
Vested WSP Options and Rights remained subject to a one-year exercise restriction to 30 June 2023.
(7) The FY2021 Equity Right vested in full during FY2022 (with restrictions lifted on resulting shares in FY2023).
(8) The FY2021 WSP award vested during FY2024. Full vesting occurred following the testing date of 30 June 2023 as the Stretch Share Price Hurdle of $22.16 had been
achieved. Vested WSP Options and Rights are subject to a one-year exercise restriction to 30 June 2024.
(9) The FY2022 Equity Right vested in full during FY2023 (with restrictions lifting on resulting shares in FY2024).
(10) As per prior year WSP awards, if the share price hurdle for the FY2022 and FY2023 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.
(11) The FY2023 Equity Right vested in full during FY2024 (with restrictions lifting on resulting shares in FY2025).
(12) For Andrew Bassat, all equity awards on foot relate to his previous role as an executive KMP being the CEO and Co-Founder prior to 1 July 2022. Upon stepping down
from his prior role, all outstanding on-foot equity awards were treated in accordance with the default provisions per the plan rules and as approved by shareholders.
Andrew’s outstanding WSP awards were pro-rated based on the respective vesting period served to 30 June 2021.
(13) A pro-rata portion of the FY2020 WSP award vested during FY2023. Vesting occurred following the testing date of 30 June 2022 as the share price hurdle of $23.18
had been achieved. 47,092 vested WSP Rights were exercised on 2 September 2022 and 162,450 vested WSP Options lapsed on 17 December 2022.
(14) A pro-rata portion of the FY2021 WSP award vested during FY2024. Full vesting occurred following the testing date of 30 June 2023 as the Stretch Share Price Hurdle
of $22.16 had been achieved. Vested WSP Options and Rights are subject to a 90 trading day exercise window that commences on the date of vesting notification.
54
54
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Remuneration Report 6.4 Shares under option
Unissued Ordinary Shares of SEEK Limited under option at the date of this Report are as follows:
Legal grant date(1)
MD and CEO WSP Options/Rights
11 June 2019
11 June 2019
23 September 2019
23 September 2019
2 November 2020
2 November 2020
1 December 2021
1 December 2021
5 December 2022
5 December 2022
Restricted Rights(3)
7 October 2021
11 April 2023
Restricted Rights (Malaysia)(4)
30 August 2022
Other Options/Rights
23 September 2019
23 September 2019
6 March 2020
25 November 2020
25 November 2020
2 November 2020
2 November 2020
12 March 2021
7 October 2021
7 October 2021
1 December 2021
30 March 2022
30 March 2022
14 November 2022
14 November 2022
Total shares under option(5)
Expiry date
Exercise
Price(2)
Number
of shares
under option
28 April 2024
$20.95
536,013
28 April 2024
1 July 2024
1 July 2024
1 July 2025
1 July 2025
1 July 2026
1 July 2026
1 July 2027
1 July 2027
n/a
n/a
n/a
1 July 2024
1 July 2024
1 July 2024
1 July 2025
1 July 2025
1 July 2025
1 July 2025
1 July 2025
1 July 2026
1 July 2026
1 July 2026
1 July 2026
1 July 2026
1 July 2027
1 July 2027
$0.00
$23.18
$0.00
$20.51
$0.00
$34.40
$0.00
$23.75
$0.00
$0.00
$0.00
152,817
184,108
53,370
163,793
54,100
170,764
59,332
184,102
75,788
8,126
14,793
$0.00
16,792
$23.18
$0.00
$0.00
$20.51
$0.00
$20.51
$0.00
$20.51
$34.40
$0.00
$0.00
$34.40
$0.00
$23.75
$0.00
13,665
189,658
5,218
72,216
23,853
57,065
348,155
14,612
137,939
225,182
579
5,916
1,115
178,832
295,191
3,243,094
(1) For legal purposes, the grant date is the date on which the grant of WSP Options/Rights is made, as nominated by SEEK. For accounting purposes, the grant date of WSP
Options/Rights for the MD and CEO is the date the offer is accepted following shareholder approval, and for executives is the last possible date of acceptance of the offer.
(2) Unlike Options, Rights do not have an Exercise Price.
(3) One-off Restricted Rights granted to senior level employees. Vesting is subject to performance and continued employment over the vesting period.
(4) Restricted Rights granted to Malaysian participants upon vesting of FY2022 Performance Rights. Automatic exercise will occur immediately following the release of FY2023
full year financial results.
(5) Balance excludes Equity Rights and Performance Rights which vested on 1 July 2023. Corresponding fulfilment of these shares will occur by early September 2023. No
amount is payable upon grant of Options/Rights to executives. Options/Rights do not entitle a holder to share or interest issues of the Company. SEEK Limited will issue or
acquire the shares required to satisfy the awards.
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
55
55
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
6.5 Shares allocated to KMP
The following Ordinary Shares in SEEK Limited that were allocated to KMP during FY2023 were issued to the SEEK Employee
Share Trust in the prior financial year:
Equity Right vesting – I Narev(1)
Equity Right vesting – K Koch(1)
WSP Rights exercised – A Bassat
Total
30,884
12,246
47,092
90,222
No amounts were payable by KMP on shares allocated by the SEEK Employee Share Trust.
(1) Deferred Shares that were allocated following vesting of one FY2022 Equity Right.
6.6 Shares or Options over shares in subsidiaries
KMP do not hold any shares or Options over shares in any subsidiaries of SEEK.
6.7 Loans to KMP
There were no loans to KMP or any of their closely related parties during FY2023 (FY2022: $nil).
6.8 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 FY2023.
This Remuneration Report was approved by the Board on 15 August 2023 and is signed on behalf of the Board by:
Leigh Jasper
Director
Melbourne
15 August 2023
This Directors’ Report is made in accordance with a resolution of directors.
Graham Goldsmith
Chairman
Melbourne
15 August 2023
56
56
SEEK Limited Annual Report 2023
SEEK Limited Annual Report 2023
Remuneration Report Auditor’s Independence Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of SEEK Limited for the year ended 30 June 2023, 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.
Andrew Cronin
Partner
PricewaterhouseCoopers
Melbourne
15 August 2023
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 2023
57
Financial 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
Notes to the Financial Statements
Performance
Note 1. Segment information
Note 2. Discontinued Operations
Note 3. Revenue
Note 4. Other income and expenses
Note 5. Earnings per share
Note 6. Income tax
Financing and risk management
Note 7. Net debt
Note 8. Notes to the cash flow statement
Page
59
60
61
62
63
64
64
68
72
73
74
75
80
80
83
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 controlled entities;
• have been prepared in accordance with Australian
Accounting Standards (AASBs) and Interpretations issued
by the Australian Accounting Standards Board and the
Corporations Act 2001 (Cth) (Corporations Act);
• 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 fair value through other
comprehensive income; and
Note 9. Financial instruments and fair value measurement 85
• are presented in Australian dollars with all values
Note 10. Financial risk management
Assets and liabilities
Note 11. Trade and other receivables
Note 12. Intangible assets
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 and contingencies
Note 23. Events occurring after balance sheet date
Other information
Note 24. Share-based payments
Note 25. Related party transactions
Note 26. Remuneration of auditors
Note 27. Other significant accounting policies
88
94
94
95
98
99
101
102
102
103
104
105
105
106
109
110
110
110
111
111
115
116
117
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 27(d) New Accounting Standards,
Amendments and Interpretations.
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:
• SEEK’s current year results;
• the impact of significant changes in SEEK’s business; or
• aspects of SEEK’s operations that are important to
future performance.
Consistent with the previous financial year, the Primary
Financial Statements and Notes to the Financial
Statements have been presented for Continuing
Operations only, as a result of the divestment of the
SEEK Growth Fund disposal group on 19 December
2022. The Consolidated Balance Sheet includes the
presentation of assets held for sale and liabilities directly
associated with those assets held for sale of the SEEK
Growth Fund disposal group as at 30 June 2022. Refer
to Note 1 Segment information and Note 2 Discontinued
Operations for an update on this transaction.
The Financial Statements have been prepared on a going
concern basis. The directors have made this assessment
on the basis that SEEK 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.
The basis of preparation forms part of the Notes to the
Financial Statements.
58
SEEK Limited Annual Report 2023
Consolidated Income Statement
for the year ended 30 June 2023
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
Management fees
Total operating expenses
Impairment loss
Share of results of equity accounted investments
Profit before income tax expense
Income tax expense
Profit from Continuing Operations
Profit/(loss) from Discontinued Operations
Profit for the year
Profit/(loss) attributable to owners of SEEK Limited:
From Continuing Operations
From Discontinued Operations
Profit is attributable to non-controlling interest:
From Continuing Operations
From Discontinued Operations
Earnings per share for profit from Continuing Operations attributable to the owners of SEEK Limited:
Basic earnings per share
Diluted earnings per share
Earnings per share attributable to the owners of SEEK Limited:
Basic earnings per share
Diluted earnings per share
Notes
3
4(a)
4(b)
20(b)
20(b)
6(a)
2(a)
2(a)
5
5
5
5
2023
$m
1,225.3
14.5
(7.3)
(444.0)
(84.9)
(78.1)
(84.6)
(107.1)
(78.6)
(23.5)
2022
$m
1,116.5
6.5
(6.6)
(379.8)
(93.6)
(71.6)
(69.8)
(89.7)
(54.5)
(20.8)
(908.1)
(786.4)
(4.5)
(31.4)
295.8
(93.1)
202.7
822.3
1,025.0
202.7
820.9
1,023.6
–
1.4
1.4
Cents
57.1
56.8
Cents
288.4
286.9
–
5.3
341.9
(101.1)
240.8
(67.1)
173.7
240.8
(72.0)
168.8
–
4.9
4.9
Cents
68.0
67.6
Cents
47.7
47.5
The above Consolidated Income Statement should be read in conjunction with the accompanying Notes.
SEEK Limited Annual Report 2023
59
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2023
Profit for the year
Other comprehensive income/(loss)
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
(Losses)/gains on cash flow hedges
Losses on net investment hedges
Gains on cost of hedging
Actuarial losses
Recycling of cash flow hedge reserve
Recycling of foreign currency translation reserve
Income tax recognised in other comprehensive income
From Continuing Operations
Exchange differences on translation of foreign controlled entities
Exchange differences on translation of foreign equity accounted investments
Gain on cost of hedging reserve
Recycling of cash flow hedge reserve
Recycling of foreign currency translation reserve
Recycling of net investment hedge reserve
From Discontinued Operations
Items that will not be reclassified to profit or loss:
Change in equity instruments held at fair value
From Continuing Operations
Gains on fair value hedges
Change in equity instruments held at fair value
Income tax recognised on equity instruments held at fair value
From Discontinued Operations
Other comprehensive income/(loss) for the year
From Continuing Operations
From Discontinued Operations
Total comprehensive income for the year
Total comprehensive income for the year attributable to:
Owners of SEEK Limited
Non-controlling interests
Total comprehensive income/(loss) for the year attributable to owners of SEEK Limited:
From Continuing Operations
From Discontinued Operations
Notes
2023
$m
1,025.0
38.7
(26.6)
(2.9)
(43.5)
4.2
(0.4)
(1.0)
4.2
0.9
(26.4)
0.5
7.1
–
0.2
(9.1)
7.5
6.2
24.5
24.5
–
(15.8)
2.9
(12.9)
(1.9)
(6.7)
1,016.4
1,014.4
2.0
1,016.4
200.8
813.6
1,014.4
17(b)(i)
17(b)(i)
2022
$m
173.7
32.4
25.7
39.6
(42.6)
–
–
–
–
(11.9)
43.2
1.1
3.1
1.8
–
–
–
6.0
5.8
5.8
1.6
(153.9)
46.4
(105.9)
49.0
(99.9)
122.8
117.8
5.0
122.8
289.8
(172.0)
117.8
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes.
60
SEEK Limited Annual Report 2023
Consolidated Balance Sheet
as at 30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Current tax assets
Total current assets from Continuing Operations
Assets held for sale
Total current assets
Non-current assets
Investments accounted for using the equity method
Plant and equipment
Intangible assets
Right-of-use assets
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 from Continuing Operations
Liabilities directly associated with the assets held for sale
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
7(a)
11
9(b)
6(a)(iii)
2(c)(iii)
20(b)
12
14(a)(i)
9(b)
6(c)(i)
13
7(b)
14(a)(ii)
9(b)
6(a)(iii)
15
2(c)(iii)
7(b)
14(a)(ii)
9(b)
6(c)(i)
15
16
17(a)
17(b)
2023
$m
251.4
169.0
31.4
24.7
476.5
–
476.5
2,535.5
58.3
1,637.0
170.0
337.1
16.5
4,754.4
5,230.9
216.6
–
205.0
20.1
22.1
12.5
43.8
520.1
–
520.1
1,309.8
173.3
151.9
367.9
31.5
2,034.4
2,554.5
2022
$m
325.1
596.3
45.6
5.0
972.0
1,313.7
2,285.7
593.4
65.2
1,486.9
176.4
90.0
15.6
2,427.5
4,713.2
425.5
8.9
166.8
19.0
28.9
49.2
38.4
736.7
418.9
1,155.6
1,362.1
176.8
1.8
99.8
22.7
1,663.2
2,818.8
2,676.4
1,894.4
269.2
2.8
(105.1)
126.1
2,382.7
0.7
2,676.4
269.2
(11.4)
(67.2)
51.4
1,565.1
87.3
1,894.4
The above Consolidated Balance Sheet should be read in conjunction with the accompanying Notes.
SEEK Limited Annual Report 2023
61
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
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
$m
Total
$m
Total
equity
$m
(73.6)
(55.7)
147.8
1,546.6
1,834.3
84.4
1,918.7
Balance as at 1 July 2021
Profit for the year from
Continuing Operations
(Loss)/profit for the year from
Discontinued Operations
Other comprehensive income/
(loss) for the year from
Continuing Operations
Other comprehensive income/
(loss) for the year from
Discontinued Operations
Total comprehensive income/(loss)
for the year
Transactions with owners:
Dividends provided for or paid
18
6(b)
Employee share options scheme
Tax associated with employee
share schemes
Change in ownership of
subsidiaries and equity
accounted investments
Utilisation of put option reserve
Balance at 30 June 2022
Profit for the year from
Continuing Operations
Profit for the year from
Discontinued Operations
Other comprehensive income/
(loss) for the year from
Continuing Operations
Other comprehensive income/
(loss) for the year from
Discontinued Operations
Total comprehensive income/(loss)
for the year
Transactions with owners:
Dividends provided for or paid
18
Employee share options scheme
Tax associated with employee
share schemes
Disposal of interest in the SEEK
Growth Fund
Reserves reclassified to retained
earnings on deconsolidation
Transfer between reserves
Other
6(b)
2(c)(iii)
269.2
(11.4)
(67.2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
240.8
240.8
–
240.8
(72.0)
(72.0)
4.9
(67.1)
58.1
(14.9)
5.8
–
49.0
–
49.0
4.1
3.4
(107.5)
–
(100.0)
0.1
(99.9)
62.2
(11.5)
(101.7)
168.8
117.8
5.0
122.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
14.4
(152.2)
(152.2)
–
14.4
(4.0)
0.1
(156.2)
14.5
(5.5)
1.9
(3.6)
–
(3.6)
(5.0)
1.4
51.4
–
–
–
–
(5.0)
1.4
1.8
–
(3.2)
1.4
1,565.1
1,807.1
87.3
1,894.4
202.7
202.7
–
202.7
820.9
820.9
1.4
822.3
16.3
(42.3)
24.1
(2.1)
7.7
(12.9)
–
–
(1.9)
–
(1.9)
(7.3)
0.6
(6.7)
14.2
(34.6)
11.2
1,023.6
1,014.4
2.0
1,016.4
–
–
–
–
–
–
–
–
–
–
–
2.8
–
(159.6)
(159.6)
13.6
–
13.6
(0.1)
1.2
1.1
–
–
–
(159.6)
13.6
1.1
–
–
(3.3)
–
–
47.0
3.0
–
(43.7)
(3.0)
(0.9)
–
–
–
(0.9)
(88.6)
(88.6)
–
–
–
–
–
(0.9)
Balance at 30 June 2023
269.2
(105.1)
126.1
2,382.7
2,675.7
0.7
2,676.4
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes.
62
SEEK Limited Annual Report 2023
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
Cash flows from operating activities
Receipts from customers (inclusive of indirect taxes)
Payments to suppliers and employees (inclusive of indirect taxes)
Interest received
Interest paid
Transaction costs
Income taxes paid
Net cash inflow from operating activities attributable to Continuing Operations
Net cash outflow from operating activities attributable to Discontinued Operations
Net cash inflow from operating activities
Cash flows from investing activities
Capital contributions to the SEEK Growth Fund
Management fees for the SEEK Growth Fund
Management fees for other SEEK assets
Net proceeds/(distributions) in relation to disposal of Zhaopin
Payments for acquisition of subsidiary, net of cash acquired
Payments for interests in equity accounted investments
Proceeds from disposal of equity accounted investments
Dividends and distributions received from equity accounted investments
Capital distributions received from investment in equity instruments
Payments for investment in financial assets
Payments for intangible assets
Payments for plant and equipment
Payments for convertible loans
Notes
2023
$m
2022
$m
6(a)(iii)
2(a)
8(a)
1,329.8
(817.0)
512.8
1.7
(62.1)
(1.0)
(126.2)
325.2
(5.6)
319.6
(58.5)
(18.5)
(5.0)
83.5
(0.3)
(1.0)
6.0
13.0
33.1
–
(182.3)
(7.1)
–
(137.1)
(31.3)
(168.4)
607.8
(695.0)
(2.9)
(159.6)
–
(13.4)
(12.3)
(275.4)
4.3
(271.1)
(119.9)
357.3
14.0
251.4
–
251.4
1,233.7
(661.1)
572.6
3.0
(37.7)
(18.7)
(112.9)
406.3
(9.7)
396.6
(128.3)
(15.6)
(4.6)
(252.3)
(6.1)
(2.7)
–
–
–
(66.9)
(112.3)
(20.6)
(4.2)
(613.6)
42.8
(570.8)
464.8
(255.0)
(4.6)
(152.2)
(1.9)
(11.9)
(31.3)
7.9
(12.1)
(4.2)
(178.4)
525.4
10.3
357.3
(32.2)
325.1
Net cash outflow from investing activities attributable to Continuing Operations
Net cash (outflow)/inflow from investing activities attributable to Discontinued Operations
2(a)
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayments of borrowings
Transaction costs on establishment of debt facilities
Dividends paid to members of the parent
Payments for additional interest in subsidiary
Payments of lease liabilities
Net payment for other financing arrangements
Net cash (outflow)/inflow from financing activities attributable to Continuing Operations
Net cash inflow/(outflow) from financing activities attributable to Discontinued Operations
2(a)
Net cash outflow from financing activities
Net decrease 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
Less cash and cash equivalents at the end of the year transferred to assets held for sale
Cash and cash equivalents at the end of the year attributable to Continuing Operations
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes.
SEEK Limited Annual Report 2023
63
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
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 Managing Director
and Chief Executive Officer.
Segment earnings before interest, tax, depreciation and
amortisation (EBITDA) is the measure utilised by the CODM to
measure the businesses’ profitability. Segment EBITDA 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.
Change to operating segments
There has been no change to the operating segments for FY2023.
SEEK Growth Fund
On 11 August 2021, SEEK announced the creation of the SEEK Growth Fund (the Fund), to operate autonomously from SEEK, with
a focus on being an investor and business builder with access to third-party capital. During FY2022, SEEK’s holdings in Online
Education Services (OES) and several Early Stage Ventures (ESVs) were transferred to the Fund in exchange for units in the Fund.
On 19 December 2022, SEEK determined that it no longer controlled the Fund and the Fund has been deconsolidated as at that
date. However, SEEK continues to have significant influence over the relevant decisions of the Fund, and therefore has recognised
its ongoing interest in the Fund as an equity accounted associate from 19 December 2022. Refer to Note 2 Discontinued
Operations for an update on this transaction.
64
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 1. Segment information continued
The operating segments of the Continuing Operations are as described below.
SEEK
Employment
Marketplaces
Investments
ANZ
SEEK Asia
Brasil
Online
OCC
Platform
support
Corporate
costs
Portfolio
investments
SEEK
Growth Fund
Operating segment
Nature of operations
Primary source of revenue
Geographical location
ANZ
SEEK Asia
Online employment marketplace services
Job advertising
Australia and New Zealand
Online employment marketplace services
Job advertising
Six countries across South East
Asia, and South Korea
Brasil Online
Online employment marketplace services
Candidate services and job
advertising
OCC
Online employment marketplace services
Job advertising
Platform support
A portfolio of investments that complement
and/or have synergies with the core SEEK
operating platform
Portfolio investments (1)
A portfolio of investments managed as
standalone entities
Various
Various
SEEK Growth Fund (2)
A managed investment scheme in relation to a
portfolio of investments
Various
Brazil
Mexico
Various
Various
Various
In addition to its ownership interest in Zhaopin, SEEK continues to maintain ownership interests in a small portfolio of ESVs.
(1)
(2) SEEK has retained an 83.8% equity accounted investment in the SEEK Growth Fund, which is reported within Continuing Operations.
SEEK Limited Annual Report 2023
65
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 1. Segment information continued
(a) Segment information provided to the CODM
2023
Online employment
marketplaces
HR Software as a Service
Other sales revenue
Total sales revenue
Segment EBITDA (1)
Depreciation
Amortisation
Net interest
(expense)/income
Share-based payments
and other LTIs
Share of results of equity
accounted investments
Management fees
Impairment
Other
Profit/(loss) before
income tax expense
Income tax (expense)/
benefit
Profit/(loss) attributable
to owners of SEEK
Limited from
Continuing Operations
Employment Marketplaces
Investments
Total
Notes
ANZ
$m
SEEK
Asia
$m
Brasil
Online
$m
OCC
$m
Platform
support
$m
Corporate
costs
$m
Portfolio
investments
$m
862.8
243.6
29.5
37.9
–
8.4
–
2.9
–
–
–
–
3
871.2
246.5
29.5
37.9
0.8
37.8
1.6
40.2
–
–
–
–
520.4
96.6
(18.2)
(46.7)
(6.9)
(9.9)
(10.6)
(0.6)
(2.7)
10.7
(22.5)
(1.7)
(3.1)
(1.1)
(8.9)
12
(47.7)
(5.0)
(2.3)
–
–
–
–
(0.8)
–
–
(4.8)
(4.1)
0.3
0.1
(1.4)
(55.3)
0.2
24(b)
(7.0)
(2.2)
(0.8)
(0.8)
(3.6)
(4.4)
20(b)
–
–
–
–
–
–
1.5
(5.6)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.4
–
7.7
(5.0)
(4.5)
1.7
SEEK
Growth
Fund
$m
–
–
–
–
–
–
–
–
–
(39.1)
(18.5)
–
–
$m
1,174.6
37.8
12.9
1,225.3
546.1
(33.5)
(73.6)
(65.0)
(18.8)
(31.4)
(23.5)
(4.5)
–
445.2
67.9
(14.4)
5.2
(37.5)
(112.3)
(0.7)
(57.6)
295.8
6(a)
(120.6)
(20.1)
–
(1.3)
9.7
38.7
–
0.5
(93.1)
324.6
47.8
(14.4)
3.9
(27.8)
(73.6)
(0.7)
(57.1)
202.7
Profit attributable to owners of SEEK Limited from Discontinued Operations
Profit attributable to owners of SEEK Limited
820.9
1,023.6
(1) Segment EBITDA is earnings before interest, tax, depreciation and amortisation and excludes share of results of equity accounted investments, share-based payments
expense, gains/losses on investing activities and other non-operating gains/losses.
66
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
1. Segment information continued
(a) Segment information provided to the CODM continued
2022
Online employment
marketplaces
HR Software as a Service
Other sales revenue
Total sales revenue
Segment EBITDA (1)
Depreciation
Amortisation
Net interest
(expense)/income
Share-based payments
and other LTIs
Share of results of equity
accounted investments
Management fees
Other
Profit/(loss) before
income tax expense
Income tax (expense)/
benefit
Profit/(loss) attributable
to owners of SEEK
Limited from
Continuing Operations
Employment Marketplaces
Investments
Total
Notes
ANZ
$m
SEEK
Asia
$m
Brasil
Online
$m
OCC
$m
Platform
support
$m
Corporate
costs
$m
Portfolio
investments
$m
824.8
200.2
28.0
27.7
–
1.8
–
1.4
–
–
–
–
3
826.6
201.6
28.0
27.7
0.9
28.5
1.3
30.7
–
–
–
–
530.3
(18.4)
(39.5)
51.8
(6.0)
(8.8)
(15.4)
(1.0)
(1.4)
6.2
(1.5)
(2.6)
(25.7)
(36.4)
(1.1)
(4.7)
(3.2)
(1.2)
12
(5.0)
(2.6)
0.6
0.4
(0.7)
(36.3)
24(b)
(7.0)
(1.8)
(0.2)
(1.0)
(0.5)
(5.9)
–
–
–
–
0.4
(3.4)
–
–
–
–
–
–
–
–
–
–
–
0.8
–
–
1.9
1.9
(1.7)
–
(0.3)
0.2
–
5.3
(4.6)
–
SEEK
Growth
Fund
$m
–
–
–
–
–
–
–
–
–
–
(16.2)
–
$m
1,081.6
28.5
6.4
1,116.5
509.1
(31.2)
(58.5)
(43.4)
(16.4)
5.3
(20.8)
(2.2)
460.8
29.2
(17.4)
1.5
(32.7)
(82.2)
(1.1)
(16.2)
341.9
6(a)
(135.8)
(7.1)
(7.4)
(0.4)
12.9
31.5
0.3
4.9
(101.1)
325.0
22.1
(24.8)
1.1
(19.8)
(50.7)
(0.8)
(11.3)
240.8
Loss attributable to owners of SEEK Limited from Discontinued Operations
Profit attributable to owners of SEEK Limited
(72.0)
168.8
(1) Segment EBITDA is earnings before interest, tax, depreciation and amortisation and excludes share of results of equity accounted investments, share-based payments
expense, gains/losses on investing activities and other non-operating gains/losses.
(b) Geographical information
The following table provides a breakdown of sales revenue and non-current assets (including plant and equipment, intangible
assets and right-of-use assets, and excluding deferred tax assets, equity accounted investments and financial assets) based on
geographical location.
Sales revenue is allocated to a country based on the geographical location of the customers.
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 12 Intangible assets).
Segment sales revenue and segment assets are measured in the same way as in the financial statements.
Australia
South East Asia
Brazil
New Zealand
Mexico
United Kingdom and Europe
Rest of the world
Total for Continuing Operations
Sales revenue
Segment assets
2023
$m
812.9
247.7
29.5
85.6
37.6
7.6
4.4
2022
$m
763.5
202.6
28.0
84.8
29.6
5.3
2.7
2023
$m
579.4
1,219.0
11.9
7.0
48.0
–
–
2022
$m
502.1
1,170.9
10.0
7.2
38.3
–
–
1,225.3
1,116.5
1,865.3
1,728.5
SEEK Limited Annual Report 2023
67
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Zhaopin
$m
SEEK Growth
Fund
$m
(22.5)
(22.5)
–
–
(6.3)
(6.3)
–
–
–
844.8
843.3
(7.3)
0.6
237.6
236.4
(5.6)
(31.3)
4.3
Zhaopin
$m
SEEK Growth
Fund
$m
Total
$m
822.3
820.9
(7.3)
0.6
231.3
230.1
(5.6)
(31.3)
4.3
Total
$m
(67.1)
(72.0)
11.8
11.8
–
–
3.3
3.3
–
–
–
(78.9)
(83.8)
(100.0)
(100.0)
0.1
0.1
(23.6)
(23.4)
(9.7)
42.8
(12.1)
(20.3)
(20.1)
(9.7)
42.8
(12.1)
2. Discontinued Operations
(a) Summary of Discontinued Operations
2023
Financial performance of Discontinued Operations
(Loss)/profit from Discontinued Operations after income tax
(Loss)/profit from Discontinued Operations, attributable to owners of SEEK Limited
Other comprehensive loss, attributable to owners of SEEK Limited
Other comprehensive income, attributable to non-controlling interest
Basic (loss)/earnings per share (cents per share)
Diluted (loss)/earnings per share (cents per share)
Cash flows of Discontinued Operations
Net cash outflow from operating activities
Net cash outflow from investing activities incurred in the ordinary course of business
Net cash inflow from financing activities
2022
Financial performance of Discontinued Operations
Profit/(loss) from Discontinued Operations after income tax
Profit/(loss) from Discontinued Operations, attributable to owners of SEEK Limited
Other comprehensive loss, attributable to owners of SEEK Limited
Other comprehensive income, attributable to non-controlling interest
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Cash flows of Discontinued Operations
Net cash outflow from operating activities
Net cash inflow from investing activities incurred in the ordinary course of business
Net cash outflow from financing activities
68
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 2. Discontinued Operations continued
(b) Zhaopin
The following related to the disposal of SEEK’s controlling interest in Zhaopin in May 2021.
Fair value loss on receivables and payables (1)
Loss from Discontinued Operations before income tax
Income tax benefit
(Loss)/profit from Discontinued Operation attributable to owners of SEEK Limited
Earnings per share for profit from Discontinued Operations attributable to the owners of SEEK Limited
Basic (loss)/earnings per share (cents per share)
Diluted (loss)/earnings per share (cents per share)
2023
$m
(22.5)
(22.5)
–
(22.5)
(6.3)
(6.3)
2022
$m
–
–
11.8
11.8
3.3
3.3
(1) The fair value loss on receivables and payables at 30 June 2023 of $22.5m (2022: nil) comprises $8.3m decrease in the net value of the consideration receivable after
discounting (refer note 9(b)(iii)) and $14.2m in unrealised and realised exchange losses.
(c) SEEK Growth Fund
On 19 December 2022, SEEK determined that it no longer controlled the SEEK Growth Fund and has deconsolidated the Fund
as of that date. However, SEEK continues to have significant influence over the relevant decisions of the Fund, and therefore has
recognised its ongoing interest in the Fund as an equity accounted associate. No proceeds were received and there were no
transaction costs during the period in relation to this loss of control.
The fair value gain recognised in relation to the deconsolidation and subsequent recognition of the equity accounted
associate is $929.8m. The non-SEEK owned interest in the Fund of $344.0m that was classified as a financial liability has
also been derecognised.
Post deconsolidation, SEEK has equity accounted for its interest in the SEEK Growth Fund. SEEK is applying the accounting
policy elections in AASB 128 Investments in Associates and Joint Ventures that permit the Fund to account for its subsidiaries
and associates at fair value.
On 30 November 2022, the SEEK Growth Fund disposed of its investment in FutureLearn. The equity accounted investment
in FutureLearn has been derecognised, resulting in a loss on disposal of $89.5m. This loss has been offset against the gain on
deconsolidation of the SEEK Growth Fund of $929.8m and a net gain on disposal of the Discontinued Operation of $840.3m
is reported.
(i) Gain on disposal of Discontinued Operations
Fair value of retained equity accounted investment
Carrying amount of net assets derecognised, net of non-controlling interest
Gain on deconsolidation of the SEEK Growth Fund before income tax and reclassification of reserves
Recycling of foreign currency translation reserve
Gain on deconsolidation of the SEEK Growth Fund before income tax
Income tax expense (1)
Gain on deconsolidation of the SEEK Growth Fund after income tax
Loss on disposal of FutureLearn
Gain on disposal of Discontinued Operations
2023
$m
1,957.5
(762.1)
1,195.4
10.3
1,205.7
(275.9)
929.8
(89.5)
840.3
(1)
Income tax expense includes the recognition of a deferred tax liability of $310.3m relating to the recognition of the equity accounted investment in the SEEK Growth Fund.
SEEK Limited Annual Report 2023
69
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
2. Discontinued Operations continued
(c) SEEK Growth Fund continued
(ii) Financial performance of Discontinued Operations
The financial performance presented is for the year ended 30 June 2023 and the year ended 30 June 2022:
Sales revenue
Other income
Operating expenses
Change in value of financial liability (1)
Loss on disposal of FutureLearn
Gain on deconsolidation of the SEEK Growth Fund
Profit/(loss) from Discontinued Operations before income tax
Income tax expense
Profit/(loss) from Discontinued Operations after income tax
Non-controlling interests
Profit/(loss) from Discontinued Operations, attributable to owners of SEEK Limited
Other comprehensive loss from Discontinued Operations, attributable to owners of SEEK Limited
Other comprehensive income from Discontinued Operations, attributable to non-controlling interest
Earnings per share for profit/(loss) from Discontinued Operations attributable to the owners
of SEEK Limited
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Notes
2(c)(i)
2(c)(i)
2023
$m
180.7
0.5
(173.0)
–
(89.5)
1,205.7
1,124.4
(279.6)
844.8
(1.4)
843.4
(7.3)
0.6
2022
$m
321.9
1.1
(308.3)
(84.0)
–
–
(69.3)
(9.6)
(78.9)
(4.9)
(83.8)
(100.0)
–
237.6
236.4
(23.6)
(23.4)
(1) The non-controlling interest in the SEEK Growth Fund was classified as a financial liability at 30 June 2022. This liability was derecognised on 19 December 2022 when the
SEEK Growth Fund was deconsolidated.
70
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
2. Discontinued Operations continued
(c) SEEK Growth Fund continued
(iii) Assets and associated liabilities of Discontinued Operation
Amounts presented at 19 December 2022 represent the carrying amount of assets and liabilities at the date of deconsolidation.
Amounts presented as at 30 June 2022 represent the carrying amounts of assets held for sale and liabilities directly associated
with assets held for sale as at that date.
Cash and cash equivalents
Trade and other receivables
Other financial assets (1)
Investments accounted for using the equity method
Current and deferred tax assets
Plant and equipment
Intangible assets
Right-of-use assets
Total assets
Trade and other payables
Borrowings
Unearned income
Lease liabilities
Other financial liabilities (2)
Deferred tax liabilities
Provisions
Total liabilities
Carrying amount of net assets derecognised
Non-controlling interest attributable to the SEEK Growth Fund (2)
Non-controlling interest attributable to subsidiaries of the SEEK Growth Fund
Carrying amount of net assets derecognised, net of non-controlling interest
19 Dec 2022
$m
30 Jun 2022
$m
31.2
122.8
164.1
561.1
7.0
5.4
384.1
5.3
32.2
135.9
162.3
557.5
35.5
3.7
382.2
4.4
1,281.0
1,313.7
33.2
9.9
9.2
3.1
–
4.7
26.2
86.3
1,194.7
(344.0)
(88.6)
762.1
30.5
1.0
9.9
3.1
344.6
4.7
25.1
418.9
–
–
–
–
(1) Other financial assets consists of equity instruments held at fair value through other comprehensive income and convertible loans.
(2) Non-controlling interest attributable to the SEEK Growth Fund was accounted for as a financial liability, measured at fair value. This liability was derecognised on
19 December 2022 when the SEEK Growth Fund was deconsolidated.
SEEK Limited Annual Report 2023
71
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
3. 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.
SEEK 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
Recognition criteria
Online employment marketplaces
Job advertisements
CV search/download
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.
CV online
Over the period in which the job seeker can access the services.
HR Software as a Service (SaaS)
Cloud platform fees
Other sales revenue
Over the period in which SaaS, support and maintenance and consultancy services are delivered.
Campus recruitment services
When the service is provided to the customer.
Provision of training services
When the service is provided to the customer.
Provision of education services to students
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.
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, SEEK recognises the
incremental costs of obtaining contracts as an expense when incurred because the amortisation period of the assets that SEEK
otherwise would have recognised is one year or less.
Online employment marketplaces
HR Software as a Service
Other sales revenue
Total sales revenue from Continuing Operations
2023
$m
2022
$m
1,174.6
1,081.6
37.8
12.9
1,225.3
28.5
6.4
1,116.5
Sales revenue recognised during the financial year ended 30 June 2023 includes $166.8m (2022: $128.2m), which was included
in the opening balance of unearned income at the beginning of the corresponding period.
Unearned income at 30 June 2023 is $205.0m (2022: $166.8m). At 30 June 2023, SEEK is party to contracts with customers that
have not yet been delivered (or fully delivered) at that date. However, the majority of SEEK’s unearned income relates to contracts
that are expected to be completed in one year or less, and therefore, as permitted under AASB 15 Revenue from Contracts with
Customers, SEEK has not disclosed information related to these.
72
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 4. Other income and expenses
(a) Other income
Government grants
Interest income
Gain on disposal of equity accounted investment
Rental income
Other
Total other income from Continuing Operations
(b) Finance costs
Interest expense
Interest expense on lease liabilities
Borrowing costs written off
Other finance charges paid/payable
Total finance costs from Continuing Operations
(c) Other gains/(losses)
2023
$m
0.6
6.4
2.6
4.1
0.8
14.5
2023
$m
64.9
6.5
1.5
5.7
78.6
2022
$m
0.4
2.9
–
2.7
0.5
6.5
2022
$m
39.8
6.5
2.5
5.7
54.5
Notes
14(b)
Profit/(loss) before income tax expense includes net gains on foreign exchange movements of $17.6m (2022: $10.4m gain),
which are classified as ‘Operations and administration expenses’ in the Consolidated Income Statement.
SEEK Limited Annual Report 2023
73
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 5. 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.
• 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
From Continuing Operations
From Discontinued Operations
Diluted earnings per share
From Continuing Operations
From Discontinued Operations
(a) Reconciliation of earnings used in calculating EPS
Profit/(loss) attributable to owners of SEEK Limited (for basic EPS)
From Continuing Operations
From Discontinued Operations
Potential dilutive adjustment for subsidiary option plans
From Continuing Operations
From Discontinued Operations
Adjusted profit/(loss) attributable to owners of SEEK Limited (for diluted EPS)
From Continuing Operations
From Discontinued Operations
(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
2023
Cents
57.1
231.3
288.4
56.8
230.1
286.9
2023
$m
202.7
820.9
1,023.6
–
–
–
202.7
820.9
1,023.6
2022
Cents
68.0
(20.3)
47.7
67.6
(20.1)
47.5
2022
$m
240.8
(72.0)
168.8
–
0.5
0.5
240.8
(71.5)
169.3
2023
Number
2022
Number
354,937,998
353,864,875
65,425
1,407,566
347,255
336,518
1,477,937
276,176
356,758,244
355,955,506
The weighted average of potential ordinary shares excludes 875,326 Wealth Sharing Plan Options (2022: 314,619) which have
an Exercise Price that was higher than the average share price for the period. Therefore, these Options are considered potentially
antidilutive and have been excluded from the earnings per share calculation.
74
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
6. Income tax
Critical accounting estimates and assumptions
Uncertain tax positions
SEEK 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 SEEK
is estimated in the Financial Report because a full assessment
of the position cannot be made by the reporting date. It is
SEEK’s policy to only bring to account the preliminary portion
of expenses that is reasonably expected to be claimable
at the reporting date.
Accounting Policy
Uncertain tax positions
Each entity in SEEK uses the tax laws in place or those that have
been substantively enacted at the 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 in the instances listed below.
• 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.
• 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.
• That are acquired as part of a business combination, but do not
satisfy 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 Parent entity financial information
for further information
Principal Hub Tax Incentive for JobStreet.com
Shared Services Sdn Bhd
JobStreet.com Shared Services Sdn Bhd (JSSS) was approved
for the Principal Hub (PH) Tax Incentive with effect from 1 July
2020 to 30 June 2025. Under the PH regime, taxable income
over a threshold is subject to a 0% tax rate provided certain
conditions are satisfied each year. These conditions have been
taken into account in calculating JSSS’ income tax and deferred
tax balances for the year.
Deferred tax asset recognised for capital losses
SEEK has recognised a deferred tax asset for carry forward
capital losses that are currently available under Australian tax
law. Providing SEEK is able to satisfy the relevant Australian loss
utilisation tests in the future, it is probable there will be sufficient
future taxable capital gains to recover the deferred tax asset
given SEEK is recognising a deferred tax liability in relation to its
investment in the SEEK Growth Fund. This assessment will be
reviewed at each reporting date.
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.
Pillar Two
The Organisation for Economic Co-operation and Development
has developed a global solution to address the tax challenges
arising from the digitalisation of the economy. Pillar Two of the
two-pillar solution introduces a global minimum effective tax
rate where multinational groups with consolidated revenue over
€750m are subject to a minimum effective tax rate of 15% on
income in each jurisdiction in which they operate. Where the
effective tax rate is less than 15%, a top-up tax applies.
SEEK’s revenues exceed the threshold €750 million and
therefore the Pillar Two top up tax, which is currently being
implemented in Australia for income years beginning on
or after 1 January 2024, will apply to SEEK.
SEEK has applied the mandatory exception to recognising and
disclosing information about deferred tax assets and liabilities
related to Pillar Two income taxes. SEEK is in the process
of preparing to comply with the Pillar Two model rules for
the income year ending on 30 June 2025. SEEK has not yet
determined any potential exposure to Pillar Two top up tax
in the jurisdictions in which SEEK operates. The completion
of this work is dependant on the finalisation of legislation
in the relevant jurisdictions.
SEEK Limited Annual Report 2023
75
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 6. Income tax continued
(a) Income tax expense
Current tax
Deferred tax
Over provision in prior years (current tax)
Under/(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:
Decrease in deferred tax assets
Increase in deferred tax liabilities
(i) Reconciliation of income tax expense
Profit before income tax expense from Continuing Operations
Income tax calculated @ 30% (2022: 30%)
Increase/(decrease) in income tax expense due to:
Tax losses and temporary differences
Impairment loss
Financing and investment costs
Post-tax share of results of equity accounted investments
Research and development incentive
Overseas tax rate differential
Under/(over) provision in prior years
Other
Income tax expense in the Consolidated Income Statement
(ii) Effective tax rate
2023
$m
69.5
22.9
(1.9)
2.6
93.1
21.4
4.1
25.5
2023
$m
295.8
88.7
0.8
1.3
4.4
14.6
(8.7)
(12.5)
0.7
3.8
93.1
2022
$m
102.8
4.2
(3.8)
(2.1)
101.1
1.7
0.4
2.1
2022
$m
341.9
102.6
12.6
–
–
(1.6)
(4.6)
(7.4)
(5.9)
5.4
101.1
Profit before income tax expense
Add/(subtract): post-tax share of results of equity accounted investments(2)
Add: impairment loss
(A) Adjusted profit before income tax expense
(B) Income tax expense
Effective tax rate (B/A)
SEEK
Australian operations(1)
2023
$m
295.8
31.4
4.5
331.7
93.1
28.1%
2022
$m
341.9
(5.3)
–
336.6
101.1
30.0%
2023
$m
227.9
39.6
–
267.5
70.3
26.3%
2022
$m
320.2
0.3
–
320.5
85.2
26.6%
(1) Excludes intra-group dividends within SEEK.
(2) The post-tax share of results from SEEK’s equity accounted investments and the impairment loss have been excluded from the effective tax rate calculation to better reflect
SEEK’s taxable profit.
76
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
6. Income tax continued
(a) Income tax expense continued
(iii) Reconciliation of income tax expense to net current tax assets/(liabilities)
Income tax expense in the Consolidated Income Statement
Subtract:
Deferred tax assets charged to income
Deferred tax liabilities charged to income
Current tax included in income tax expense
Add/(subtract):
Net opening balance carried forward
Tax payments made to tax authorities
Current tax recognised directly in equity
Foreign exchange
Transfer to Discontinued Operations
Other
Net current tax assets/(liabilities)
Net current tax assets/(liabilities) comprises:
Current tax assets in the Consolidated Balance Sheet
Current tax liabilities in the Consolidated Balance Sheet
Net current tax assets/(liabilities)
(b) Amounts recognised directly in equity
2023
$m
(93.1)
21.4
4.1
(67.6)
(44.2)
126.2
(1.2)
(0.5)
1.1
(1.6)
12.2
24.7
(12.5)
12.2
2022
$m
(101.1)
1.7
0.4
(99.0)
(63.2)
112.9
1.9
(0.3)
3.5
–
(44.2)
5.0
(49.2)
(44.2)
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/(debited) directly to cash flow hedge reserve
Total tax recognised in other comprehensive income
Relating to items recognised directly in equity:
Deferred tax (debited) directly to retained profits
Deferred tax (debited) directly to share-based payment reserve
Current tax credited directly to retained profits on issuance of new shares
Total tax recognised directly in equity
2023
$m
0.9
0.9
(0.9)
(0.1)
1.2
0.2
2022
$m
(11.9)
(11.9)
(0.1)
(5.5)
1.9
(3.7)
SEEK Limited Annual Report 2023
77
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
6. Income tax continued
(c) Deferred taxes
(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
Revenue losses recognised
Capital losses recognised
Property, plant and equipment
Cash flow hedge
Unearned income
Other
Transfer to deferred tax liabilities
Deferred tax assets
Intangible assets
Withholding tax on undistributed profits
Interest in the SEEK Growth Fund (1)
Other
Transfer from deferred tax assets
Deferred tax liabilities
Net deferred tax liabilities
2023
$m
(1.8)
2.0
19.4
(0.9)
(34.1)
2.4
15.9
(0.5)
(5.5)
9.5
1.4
8.7
16.5
37.3
4.3
314.9
2.7
8.7
367.9
351.4
2022
$m
4.7
3.8
18.7
0.4
(25.1)
6.0
–
5.1
(6.4)
7.6
0.8
–
15.6
35.2
5.2
57.9
1.5
–
99.8
84.2
(1) A deferred tax liability is recognised for the potential future income tax liability that would arise if SEEK disposed of its interest in the SEEK Growth Fund (see Note 2
Discontinued Operations, specifically section (c) for more information).
Certain deferred tax balances have been transferred to deferred tax liabilities as they originate in the same jurisdiction and can be
offset against each other.
2023
$m
6.3
2.3
0.8
1.2
9.0
(7.6)
4.9
(1.0)
(0.9)
5.1
5.4
25.5
2022
$m
2.4
1.9
(2.9)
4.2
(1.9)
(4.5)
5.6
(2.0)
(0.3)
–
(0.4)
2.1
(ii) Net deferred tax charged to income
Share-based payments
Provisions and accruals
Employee benefits
Unrealised foreign exchange
Research and development incentive
Capital losses recognised
Property, plant and equipment
Unearned income
Withholding tax on undistributed profits
Interest in the SEEK Growth Fund
Other
Net deferred tax charged to income
78
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 6. Income tax continued
(c) Deferred taxes continued
(iii) Deferred tax movements
For the year ended 30 June
Opening net deferred tax liabilities
Charged to income
Charged to other comprehensive income and equity
Other reserves
Exchange differences
Transfer to Discontinued Operations
Closing net deferred tax liabilities
(d) Unrecognised temporary differences
2023
$m
84.2
25.5
0.1
–
0.8
240.8
351.4
2022
$m
109.2
2.1
17.5
(1.1)
(0.3)
(43.2)
84.2
Certain entities within SEEK have unused tax losses and other deductible temporary differences totalling $90.9m (2022: $36.4m)
for which no deferred tax asset has been recognised on the basis that it is not probable that future assessable income will
be derived of a nature and amount sufficient to enable the temporary differences to be realised. Of the $90.9m, $57.8m
(2022: $33.6m) has no time limit expiry and $33.1m (2022: $2.8m) is subject to a time limit of expiry ranging five to 10 years
from when the loss was incurred.
SEEK Limited Annual Report 2023
79
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Financing and risk management
7. 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 SEEK
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 not freely converted’ balances include cash and short-term deposits held in certain Asian countries (including China) that
are subject to local exchange control regulations, which place restrictions on exporting capital from these countries other than
through normal dividends. These amounts cannot be freely converted into other currencies for transfer throughout SEEK.
Cash freely converted
Cash not freely converted
Short-term deposits
Total cash and cash equivalents
(b) Borrowings
Bank loans – unsecured
Bank loans – secured
Capital markets debt – unsecured
Less: transaction costs capitalised
Total borrowings
2023
$m
238.9
1.1
11.4
251.4
Current
2023
$m
–
–
–
–
–
2022
$m
–
8.9
–
–
8.9
Non-current
2023
$m
1,315.4
–
–
(5.6)
1,309.8
2022
$m
263.9
0.4
60.8
325.1
2022
$m
1,144.4
–
225.0
(7.3)
1,362.1
SEEK had access to $576.5m in undrawn facilities at 30 June 2023 (2022: $414.2m).
80
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 7. Net debt continued
(c) Net debt
SEEK’s net cash/(debt) position is defined as Borrowings, offset by:
• cash and cash equivalents – Note 7(a)
• short-term investments – Note 9(b)
Year ended 30 June 2023
SEEK Limited A$ bank debt
SEEK Limited US$ bank debt
SEEK Limited Borrower Group (1)
Facility limit
A$612.5m
US$852.5m
Borrowings
Note 7(b)
$m
Cash
Note 7(a)
$m
Short-term
investments
Note 9(b)
$m
Net cash/
(debt)
$m
(415.0)
(900.4)
(1,315.4)
250.1
0.2
(1,065.1)
Zhaopin Limited
–
1.3
–
1.3
SEEK
Less: transaction costs capitalised
Per Consolidated Balance Sheet
Consolidated net interest cover: EBITDA (2)/net interest
Consolidated net leverage ratio: net debt/EBITDA (2)
A$1,891.9m
(1,315.4)
251.4
0.2
(1,063.8)
5.6
(1,309.8)
8.4
1.9
(1) Borrower Group EBITDA for the year ended 30 June 2023 inclusive of cash dividends from excluded entities of $72.4m (2022: nil) was $578.8m (2022: $463.9m).
The SEEK Limited Borrower Group includes SEEK Limited and all subsidiaries in which its ownership is at least 90%.
(2) EBITDA is defined and reconciled to consolidated profit before income tax expense for total Continuing Operations in Note 1 Segment information.
Year ended 30 June 2022
SEEK Limited A$ bank debt
SEEK Limited US$ bank debt
SEEK Limited A$ Subordinated Floating Rate Notes
SEEK Limited Borrower Group
Facility limit
A$612.5m
US$652.5m
A$225.0m
Borrowings
Note 7(b)
$m
Cash
Note 7(a)
$m
Short-term
investments
Note 9(b)
$m
Net cash/
(debt)
$m
(505.0)
(639.4)
(225.0)
(1,369.4)
324.1
0.1
(1,045.2)
Zhaopin Limited
US$6.2m
(8.9)
1.0
–
(7.9)
SEEK
Less: transaction costs capitalised
Per Consolidated Balance Sheet
Consolidated net interest cover: EBITDA/net interest
Consolidated net leverage ratio: net debt/EBITDA
A$1,792.5m
(1,378.3)
325.1
0.1
(1,053.1)
7.3
(1,371.0)
11.7
2.1
SEEK Limited Annual Report 2023
81
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
7. Net debt continued
(d) Financing and credit facilities
SEEK’s overall funding structure includes bank loans and capital markets debt funding as follows:
Facility type
SEEK Limited – non-current
Bank facilities – unsecured (i)
Tranche A (Revolving)
Tranche B (Revolving)
Tranche C (Term Loan)
Tranche D (Term Loan)
Tranche E (Term Loan)
Drawn
Undrawn
Total
Maturity
2023
$m
2022
$m
2023
$m
2022
$m
2023
$m
2022
$m
Nov 2024
A$240.0
A$340.0
A$122.5
A$22.5
A$362.5
A$362.5
Nov 2025
A$175.0
A$165.0
A$75.0
A$85.0
A$250.0
A$250.0
Nov 2026
–
US$41.0
US$252.5
US$211.5
US$252.5
US$252.5
Nov 2025
US$125.0
US$125.0
Nov 2026
US$275.0
US$275.0
Syndicated USD Term Loan (ii)
Jul 2029
US$200.0
–
Capital markets debt (iii)
A$ Subordinated Floating Rate Notes
Jun 2026
–
A$225.0
Zhaopin Limited – current
Bank facilities – secured (iv)
Loan facility
(i) Bank facilities – unsecured
Aug 2022
–
US$6.2
–
–
–
–
–
–
–
–
–
–
US$125.0
US$125.0
US$275.0
US$275.0
US$200.0
–
–
–
A$225.0
US$6.2
As at 30 June 2023, A$1,315.4m principal had been drawn down against the facility, comprising A$415.0m and US$600.0m
(30 June 2022: A$1,144.4m, comprising A$505.0m and US$441.0m).
(ii) Syndicated USD Term Loan
In December 2022, SEEK entered a new syndicated facility agreement for a US$200.0m Term Loan with a maturity of July 2029.
(iii) Capital markets debt
A Guaranteed Euro Medium Term Note (EMTN) Program was originally established in March 2017 with a program limit of
EUR 1 billion. In June 2023, A$225.0m of Subordinated Floating Rate Notes were redeemed at their first optional redemption
date. During the period $1.5m of borrowing costs (pre-tax) were written off to the income statement as a result of the redemption.
(iv) Bank facilities – secured
The facilities held in Zhaopin Limited matured following repayment of the outstanding balance.
82
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
8. 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 customers and payments to 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.
Profit for the year
Non-cash items
Depreciation and amortisation
Share of results of equity accounted investments
Share-based payments expense
Net gain on derivative instruments at fair value through profit and loss
Impairment loss
Other
Non-operating items
Gain on deconsolidation of the SEEK Growth Fund
Loss on disposal of FutureLearn
Change in value on the SEEK Growth Fund financial liability (1)
Management fees for the SEEK Growth Fund
Management fees for other SEEK assets
Payments for commitment fees
Gain on disposal of equity accounted investment
Fair value adjustment of Zhaopin receivables and payables
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 on translation of foreign operations
Net cash inflow from operating activities
(1) Refer to Note 2 Discontinued Operations for further details on this item.
2023
$m
1,025.0
107.1
31.4
18.8
(7.4)
4.5
4.1
(1,205.7)
89.5
–
18.5
5.0
3.4
(2.6)
8.3
(67.9)
(19.8)
34.7
9.4
37.5
(35.9)
10.5
267.3
(16.1)
319.6
2022
$m
173.7
89.7
(5.3)
14.7
(8.7)
–
(5.1)
–
–
84.0
16.2
4.6
1.8
–
–
(68.1)
1.3
(6.2)
69.9
33.9
(21.2)
7.4
1.8
12.3
396.6
SEEK Limited Annual Report 2023
83
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 8. Notes to the cash flow statement continued
(b) Changes in assets/liabilities arising from financing activities
The table below provides a reconciliation of the cash and non-cash changes in material liabilities and assets whose cash changes
are included in cash flows from financing activities.
2022
Opening balance
Net cash flows from financing activities
Net leases movements
Amortisation
Fair value through OCI
Fair value through profit and loss
Put option liability
Foreign exchange movements
Other changes
Closing balance
2023
Net cash flows from financing activities
Net leases movements
Amortisation
Fair value through OCI
Fair value through profit and loss
Foreign exchange movements
Other changes
Closing balance
Other financial
assets
Derivative
assets
$m
4.2
(4.5)
–
–
43.4
8.5
–
–
(6.1)
45.5
36.7
–
–
20.8
(53.2)
–
(18.6)
31.2
Movement
type
Cash
Non–cash
Non–cash
Non–cash
Non–cash
Non–cash
Non–cash
Cash
Cash
Non–cash
Non–cash
Non–cash
Non–cash
Non–cash
Cash
Leases
Borrowings
Total leases
$m
205.2
(11.9)
2.0
–
–
–
–
0.5
–
Total
borrowings
$m
1,107.2
205.3
–
5.5
43.1
5.6
–
4.3
–
195.8
1,371.0
(13.4)
10.3
–
–
–
0.7
–
(90.1)
–
4.6
22.6
(5.9)
7.6
–
193.4
1,309.8
Other financial
liabilities
Derivative
liabilities
$m
Put option
$m
2.2
(1.9)
–
–
–
(0.3)
–
–
–
–
–
–
–
–
–
–
–
–
53.4
(40.8)
–
–
(18.9)
22.0
–
–
12.2
27.9
48.4
–
–
17.1
(64.0)
–
(8.8)
20.6
The 2022 comparatives above have been restated. The net cash flows arising from financing activities for derivative liabilities
has been restated by $40.8m. Derivative liabilities movements to fair value through OCI and fair value through profit and loss
have been restated by $10.9m and $17.7m respectively. Derivative asset movements to fair value through OCI have also been
restated by $8.6m. These changes do not affect the amounts disclosed in the Consolidated Statement of Cash Flows, nor in any
other Notes to the Financial Statements.
84
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
9. Financial instruments and fair value measurement
Accounting Policy
Recognition criteria
Derivatives are initially recognised at fair value on the date the contract is entered 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.
SEEK uses the hypothetical derivative method and the critical terms match method to assess effectiveness of its hedge arrangements.
SEEK designates certain derivatives as either:
Cash flow hedge
Risk that is being hedged
Treatment of gains or losses
Treatment if the hedge relationship finishes
Fair value hedge
Risk that is being hedged
Treatment of gains or losses
Treatment if the hedge relationship finishes
Net investment hedge
Risk that is being hedged
Treatment of gains or losses
Treatment if the hedge relationship finishes
The risk of uncertain cash flows attributable to a particular risk associated with an asset,
liability or future transaction.
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’.
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 related 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.
The risk of changes in the fair value of a financial asset, liability or unrecognised
firm commitment.
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 effective portion of changes
in the fair value of the hedging instrument is recognised in other comprehensive income and
accumulated in reserves in equity, otherwise it is recognised in profit or loss.
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.
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’.
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 2023
85
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 9. Financial instruments and fair value measurement continued
(a) Valuation methodology of financial instruments
For financial instruments measured and carried at fair value, SEEK 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).
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 SEEK’s financial instruments
Critical accounting estimates and assumptions
Following the disposal of SEEK’s controlling interest in Zhaopin in FY2021, SEEK recognised an asset for the consideration receivable
from investors. A portion of this consideration remains receivable. The recoverability and timing of the remaining consideration
is subject to uncertainty and requires judgement.
For part of the consideration, the determination of fair value requires the discounting of future cash flows. The fair value of the non-
current financial asset is most sensitive to the timing and shape of the recovery in the Chinese economy. Each of the assumptions
and estimates is based on a ‘best estimate’ at the time of performing the valuation and therefore, any changes to expected
economic performance or discount rates can alter the fair value of the asset.
Financial instruments
Valuation method
Notes
Cash and cash equivalents
Trade and other receivables (1)
Other financial assets
Trade and other payables
Lease liabilities
Borrowings
Other financial liabilities
Amortised cost
Amortised cost
Various
Amortised cost
7(a)
11
9(b)
13
Amortised cost
14(a)(ii)
Amortised cost
Various
7(b)
9(b)
Current
Non-current
2023
$m
251.4
144.3
31.4
(216.6)
(20.1)
–
(22.1)
2022
$m
325.1
569.5
45.6
(425.5)
(19.0)
(8.9)
(28.9)
2023
$m
–
–
337.1
–
(173.3)
(1,309.8)
(151.9)
2022
$m
–
–
90.0
–
(176.8)
(1,362.1)
(1.8)
(1) This balance does not include prepayments and contract assets.
Further information regarding SEEK’s other financial assets and liabilities is provided below.
Current
Non-current
Hierarchy
level
2023
$m
2022
$m
Other financial assets
Financial assets held at amortised cost
Short-term investments
Security deposits
Financial assets at fair value through profit and loss (FVPL)
Convertible loans
Derivative financial instruments (ii)
Consideration receivable (iii)
Financial assets at fair value through other comprehensive
income (FVOCI)
Investment in equity instruments (i)
Derivative financial instruments (ii)
Total other financial assets
Other financial liabilities
Financial liabilities at fair value through profit and loss (FVPL)
Derivative financial instruments (ii)
Contingent consideration
Consideration payable (iii)
Financial liabilities at fair value through other comprehensive
income (FVOCI)
Derivative financial instruments (ii)
Total other financial liabilities
n/a
n/a
Level 3
Level 2
Level 3
Level 3
Level 2
Hierarchy
level
Level 2
Level 3
Level 3
Level 2
0.2
–
–
4.5
–
–
26.7
31.4
0.1
–
–
7.8
–
–
37.7
45.6
2023
$m
–
0.9
4.6
–
247.5
84.1
–
337.1
Current
Non-current
2023
$m
(4.3)
(1.5)
–
(16.3)
(22.1)
2022
$m
(13.3)
(1.0)
–
(14.6)
(28.9)
2023
$m
–
–
(151.9)
–
(151.9)
2022
$m
–
0.3
4.3
–
–
85.4
–
90.0
2022
$m
–
(1.8)
–
–
(1.8)
Other financial assets and liabilities held by SEEK as at 30 June 2023 are carried at an amount which closely approximates
their fair value.
SEEK’s exposure to various risks associated with financial instruments is discussed in Note 10 Financial risk management.
86
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 9. Financial instruments and fair value measurement continued
(b) Composition of SEEK’s financial instruments continued
(i) Financial assets at fair value through other comprehensive income
As part of its overall investment strategy, SEEK 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 summarises the changes of SEEK’s investment in equity instruments carried at FVOCI.
Financial assets at FVOCI
Opening fair value
Additions
Capital distributions received
Change in fair value
Foreign exchange movements
Closing fair value
2023
$m
85.4
–
(33.1)
24.5
7.3
84.1
2022
$m
10.3
66.9
–
5.8
2.4
85.4
During the period SEEK received a distribution of capital from JobKorea of $33.1m. As at 30 June 2023, the fair value of JobKorea
was $70.5m, inclusive of a fair value uplift of $25.3m during the period. The fair value, which has been determined with reference
to earnings multiples, is sensitive and subject to judgement. If the multiple changes by + or – 10%, the fair value would increase
or decrease by $13.9m.
(ii) Derivative financial instruments
SEEK 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 SEEK’s Treasury
Policy. Derivatives are only used for economic hedging purposes and not as speculative instruments. SEEK has the following
derivative instruments.
Derivative instrument
Derivatives designated as cash flow hedges
Interest rate options and swaptions contracts
Interest rate swap contracts
Derivatives designated as net investment hedges
Forward foreign exchange contracts and options
Cross-currency interest rate swap contracts
Derivatives designated as fair value hedges
Forward foreign exchange contracts and options
Cross-currency interest rate swap contracts
Derivatives not designated as hedges
Forward foreign exchange contracts and options
Cross currency interest rate swap contracts
Interest rate options and swap contracts
Total derivative financial instruments
(iii) Consideration receivable and payable
Current assets
Current liabilities
2023
$m
–
16.6
0.4
9.7
–
–
–
–
4.5
31.2
2022
$m
1.0
20.2
7.1
7.6
–
1.8
2.0
5.8
–
45.5
2023
$m
–
–
–
(16.3)
–
–
(4.2)
(0.1)
–
(20.6)
2022
$m
–
–
(1.5)
(11.5)
(1.6)
–
(12.4)
(0.9)
–
(27.9)
At 30 June 2023, SEEK had received more than 80% of the total consideration owing (2022: 71.0%) from investors in relation
to the disposal of SEEK’s controlling interest in Zhaopin in FY2021. The net amount owing to SEEK is $105.9m (2022: $199.0m).
As at 30 June 2023, the other non-current financial assets balance includes $247.5m net of Chinese taxes (2022: trade and other
receivables of $467.4m), with a related balance in other non-current financial liabilities of $151.9m (2022: trade and other payables
of $255.7m).
The recoverability and timing of the remaining proceeds is subject to uncertainty and requires judgement. Whilst SEEK remains
confident in the full recoverability of the total proceeds, the timing for the receipt of the outstanding proceeds is estimated to be
24-36 months from 30 June 2023 to align with broader capital planning. As a result, the financial asset has been reclassified to
non-current at 30 June 2023.
Of the gross outstanding financial asset of $247.5m, $169.9m has recourse to equity in the Zhaopin business in the event of
default. The value of the underlying equity is approximately equal to the fair value measured and recognised at the date of the
transaction (refer to Note 20(c) for further details of impairment testing of this investment). SEEK therefore considers the fair value
of this component to be equal to its carrying amount.
The remaining receivable of $77.6m is contingent on certain events occurring, which include receipt of the above $169.9m
component, or a future capital event. These contingent events have no contractual time lapse. The fair value of this component
has been assessed using a probability weighted discounted cash flow, and a decrease in fair value of $8.3m (SEEK’s share) has
been recognised in the Consolidated Income Statement, within Discontinued Operations, at 30 June 2023.
The obligation to settle the financial liabilities arises upon receipt of the related proceeds. As such, the associated financial
liabilities have been classified as non-current, in line with the expected timing of cash inflows of the receivables.
SEEK Limited Annual Report 2023
87
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 10. Financial risk management
SEEK maintains a capital structure 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.
SEEK’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 SEEK’s operations and financial
management activities;
• a capital structure that provides adequate funding for SEEK’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.
SEEK’s financial risk management is carried out by a central treasury department (SEEK Treasury) under policies approved by
the Board of Directors. SEEK Treasury identifies, evaluates and hedges financial risks in close co-operation with SEEK’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
SEEK’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 those outlined in the table below.
Risk
Exposure arising from
Management
Foreign exchange risk: the risk that
fluctuations in foreign exchange rates
may impact SEEK results
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 that are
committed to in foreign currencies
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
Interest rate risk: the risk that fluctuations
in interest rates may impact SEEK results
Liquidity risk: the risk that SEEK might
encounter difficulty in settling its debts or
otherwise meeting its obligations related
to financial liabilities
Credit risk: the risk that default by a
counterparty (debtor or creditor) could
impact SEEK’s financial position and results
Long-term borrowings at variable interest rates Where appropriate, adopt interest rate swaps
Borrowings and other liabilities
or options to fix some interest rates
Availability of cash, and committed and
uncommitted borrowing facilities
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 SEEK’s derivative financial instruments and its application of hedge accounting is outlined in Note 9 Financial
instruments and fair value measurement.
88
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 10. Financial risk management continued
(a) Foreign exchange risk
SEEK 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 Peso (PHP),
Singapore Dollar (SGD), Brazilian Real (BRL) and Mexican Peso (MXN).
As a result of this international presence, SEEK is exposed to both translation and transaction risk.
Risk Management Policy
SEEK’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) usually 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
foreign exchange option contracts. The forward foreign exchange contracts taken up by SEEK are regularly reassessed.
If funding of equity in foreign subsidiaries is material, SEEK 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 SEEK’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 profit and loss translation risk.
Material arrangements in place at reporting date
SEEK has foreign exchange options and forwards in hedging relationships against the USD denominated portion of SEEK’s
syndicated facility intended to limit the cost of making the repayments.
SEEK has foreign exchange options, forwards and cross-currency interest rate swaps in hedging relationships to hedge SEEK's
HKD, RMB, and SGD net investments. At 30 June 2023, there is a net asset on the foreign exchange contracts and options of
$0.4m (2022: net asset of $4.0m). Cross-currency interest rate swap contracts have a net liability of $6.6m (2022: net liability
of $2.1m).
SEEK also manages the foreign currency exposure on USD debt, which is not designated as a hedge, and other foreign currency
exposures, including currency receivables, which are revalued to profit and loss, by entering forward foreign exchange, option
and cross-currency interest rate swap contracts that offset in the income statement. At 30 June 2023, there is a net liability on
these derivatives of $4.3m (2022: net liability $5.5m).
Material exposures and sensitivities
As noted above, SEEK has significant offshore operations. In addition to the revenue and earnings for these operations as set
out in Note 1 Segment information and other related disclosures, there are also significant assets which are subject to foreign
exchange fluctuations, as set out in Note 12 Intangible assets, Note 19 Interests in controlled entities and Note 20 Interest in
equity accounted investments. The method for translating SEEK’s offshore results, assets and liabilities is described in Note 27
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 2023. Utilising a range of +5% to -5%, the analysis showed
that the impact to the profit and loss would be less than $2.8m for each of the common currency pairings.
At 30 June 2023, SEEK’s largest exposure to foreign currency exchange risk is in regard to the USD denominated borrowings.
This is the largest exposure that SEEK 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 2023, the amount of USD borrowings drawn down on SEEK Limited’s USD bank debt was US$600.0m
(2022: US$441.0m). US$545.4m of this loan has been designated as a hedge for accounting purposes and therefore
movements are taken directly to equity rather than impacting profit or loss. The remaining US$54.6m of this loan has
been economically hedged by forward foreign exchange, option and cross-currency interest rate contracts.
SEEK Limited Annual Report 2023
89
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 10. Financial risk management continued
(b) Interest rate risk
SEEK’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose SEEK to cash flow
interest rate risk.
Risk Management Policy
To protect part of its borrowings from exposure to fluctuations in interest rates, SEEK's Treasury Policy prescribes the use
of interest rate swaps and options.
Material arrangements in place at reporting date
SEEK has entered into interest rate swaps and options, under which it receives or pays interest at variable and fixed rates.
As shown in the table below, swaps and options in place at 30 June 2023 cover approximately 81% (2022: 76%) of the variable
loan principal outstanding on SEEK's loan facility.
AUD denominated borrowings
Bank loans – principal
Subordinated 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
Total SEEK borrowings
Total borrowings
Less amounts covered by interest rate swaps or options
2023
2022
Weighted
average
interest rate %
Total
$m
Weighted
average
interest rate %
4.2%
7.2%
2.5%
5.7%
2.7%
3.5%
5.6%
3.1%
415.0
–
(352.5)
62.5
900.4
–
(707.1)
193.3
1,315.4
(1,059.6)
255.8
1.4%
4.4%
1.2%
1.8%
1.2%
1.6%
2.1%
1.3%
Total
$m
505.0
225.0
(674.2)
55.8
639.4
8.9
(373.4)
274.9
1,378.3
(1,047.6)
330.7
As at 30 June 2023, SEEK has a net asset on its interest rate swaps, swaptions and options of $21.1m (2022: net asset $21.2m).
The net asset arises from contracts being executed at interest rates more favourable than current market rates.
Material exposures and sensitivities
The weighted average interest rate for the year ended 30 June 2023 was 5.6% (2022: 2.1%). If the weighted average interest rate
had been 10% higher or 10% lower, interest expense would increase/decrease by $7.4m.
While SEEK’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 2023, there is not
a material interest rate risk relating to SEEK’s cash balances.
90
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
10. 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, SEEK Treasury aims to maintain flexibility in funding by keeping the
cash reserves of the business accessible. SEEK maintains borrowing facilities to enable SEEK to borrow funds when necessary.
For details of these facilities, refer to Note 7 Net debt.
Material arrangements in place at reporting date
At 30 June 2023, SEEK had access to borrowing facilities totalling $1,891.9m expiring beyond one year (2022: $8.9m expiring
within one year and $1,783.6m 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
2023
$m
–
1,315.4
1,315.4
2022
$m
8.9
1,369.4
1,378.3
Undrawn
2023
$m
–
576.5
576.5
2022
$m
–
414.2
414.2
Total
2023
$m
–
1,891.9
1,891.9
2022
$m
8.9
1,783.6
1,792.5
Subject to continuing to meet certain financial covenants, certain revolving bank loan facilities may be drawn down at any time.
SEEK is not subject to externally imposed capital requirements, other than the contractual banking covenants and obligations.
SEEK 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 SEEK’s borrowing portfolio as at 30 June 2023.
800
700
600
500
m
$
400
300
200
100
0
SEEK Limited – bank debt
SEEK Ltd – undrawn
Less than 1 year
1-2 years
2-3 years
3-4 years
>4 years
SEEK Limited Annual Report 2023
91
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 10. Financial risk management continued
(c) Liquidity risk continued
Maturities of financial liabilities
The table below analyses SEEK’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.
Less than
6 months
$m
Between
6 and 12
months
$m
Between
1 and 2 years
$m
Between
2 and 5 years
$m
Over 5 years
$m
216.6
10.3
1.5
–
43.4
271.8
(392.9)
396.2
(33.3)
32.6
2.6
–
10.1
–
–
43.4
53.5
(38.7)
38.3
(91.2)
93.3
1.7
–
19.3
–
–
318.9
338.2
–
51.8
–
161.1
891.9
1,104.8
–
145.1
–
–
324.5
469.6
–
–
(31.5)
29.3
(2.2)
–
–
(264.0)
270.2
6.2
–
–
–
–
–
Less than
6 months
$m
Between
6 and 12
months
$m
Between
1 and 2 years
$m
Between
2 and 5 years
$m
Over 5 years
$m
–
17.6
1.8
45.6
65.0
–
47.4
–
1,444.7
1,492.1
–
159.7
–
–
159.7
Total
contractual
(inflows)/
outflows
$m
216.6
236.6
1.5
161.1
1,622.1
2,237.9
(431.6)
434.5
(420.0)
425.4
8.3
Total
contractual
(inflows)/
outflows
$m
425.5
244.0
2.8
1,544.8
2,217.1
425.5
9.5
1.0
31.7
467.7
(410.3)
421.1
(75.2)
80.9
16.5
–
9.8
–
22.8
32.6
–
–
(43.0)
44.1
1.1
–
–
(112.6)
113.1
0.5
–
–
(74.3)
74.4
0.1
–
–
–
–
–
(410.3)
421.1
(305.1)
312.5
18.2
Carrying
amount
(assets)/
liabilities
$m
216.6
193.4
1.5
151.9
1,315.4
1,878.8
4.2
–
16.4
–
20.6
Carrying
amount
(assets)/
liabilities
$m
425.5
195.8
2.8
1,378.3
2,002.4
15.5
–
12.4
–
27.9
Contractual maturities
of financial liabilities
at 30 June 2023
Non-derivatives
Trade and other payables
Lease liabilities
Contingent consideration
Consideration payable
Borrowings
Total non-derivatives
Derivatives
Gross settled
Forward foreign exchange
contracts/options
– (inflow)
– outflow
Cross-currency interest
rate swaps
– (inflow)
– outflow
Total derivatives
Contractual maturities
of financial liabilities
at 30 June 2022
Non-derivatives
Trade and other payables
Lease liabilities
Contingent consideration
Borrowings
Total non-derivatives
Derivatives
Gross settled
Forward foreign exchange
contracts/options
– (inflow)
– outflow
Cross currency interest
rate swaps
– (inflow)
– outflow
Total derivatives
92
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
10. Financial risk management continued
(d) Credit risk
SEEK’s exposure to credit risk arises from the potential default of SEEK’s trade and other receivables as well as the institutions
in which SEEK’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 SEEK's cash and cash equivalents is managed under SEEK’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 2023 were $251.4m (2022: $325.1m). All amounts are invested with financial institutions
that have an investment grade rating.
Trade receivables at 30 June 2023 were $109.0m (2022: $102.1m). SEEK 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, total income of $0.2m (2022: expense of $3.8m) 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 SEEK’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
2023
$m
75.2
20.1
5.0
2.4
1.7
2.0
106.4
2022
$m
64.6
25.7
3.0
1.5
0.5
0.1
95.4
SEEK Limited Annual Report 2023
93
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Assets and liabilities
11. Trade and other receivables
Critical accounting estimates and assumptions
Expected credit losses (ECLs)
The assessment of the correlation between historical observed
default rates, forecast economic conditions and ECLs is
an estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions.
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.
SEEK has applied a provision matrix to capture the ECLs for
trade receivables for different customer segments, based
on days past due. The ECL calculation is performed at each
reporting period, with historical credit loss experience adjusted
for forward-looking information that is anticipated to impact
the ability of customers to settle their balances. Information on
SEEK’s credit risk exposure and ageing of trade receivables is
disclosed in Note 10 (d).
Trade receivables
Less: loss allowance
Net trade receivables
Contract assets
Other receivables (i)
Prepayments
Total trade and other receivables
(i) Other receivables
SEEK’s historical credit loss experience and forecast of
economic conditions may also not be representative
of a customer’s actual default in the future.
Amounts recognised as revenue, which are not yet able to be
invoiced to the customer, are recognised in the Consolidated
Balance Sheet as contract assets. Once the amount is
unconditionally payable by the customer, it is invoiced and
reclassified from contract assets 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.
2023
$m
109.0
(2.6)
106.4
0.5
37.9
24.2
169.0
2022
$m
102.1
(6.7)
95.4
0.3
474.1
26.5
596.3
As at 30 June 2023, the other receivables balance includes $21.8m dividend receivable from Zhaopin, with a related balance
of $11.5m in other payables (refer Note 13 Trade and other payables). Other receivables at 30 June 2022 included $467.4m in
proceeds owing as a result of the Zhaopin disposal, which has been partially received and the remaining amount reclassified to
other financial assets during the year to 30 June 2023 (refer to Note 9(b)(iii) Financial instruments and fair value measurement).
94
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 12. Intangible assets
Critical accounting estimates and assumptions
Intangible assets with indefinite useful lives
Management has determined that some of the intangible
assets (brands) 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 to the extent necessary to maintain their
values for the foreseeable future.
Management assesses the useful lives of SEEK’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.
Configuration and customisation in cloud-computing
arrangements
Some customisation and configuration activities undertaken
in implementing cloud-computing arrangements entail the
development of software code that enhances or modifies, or
creates additional capacity to, existing on-premise systems.
Judgement is applied in determining whether the benefits
from these costs meet the definition of and recognition
criteria for an intangible asset in AASB 138 Intangible Assets.
Accounting Policy
Intangible assets are non-physical assets held by SEEK in order to generate revenue and profit. These assets include goodwill,
brands, software and website development and work in progress. They are recognised either at the cost SEEK 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
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
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
Not amortised, reviewed for
impairment at least annually
n/a
Finite life brands, straight-line.
Specific to circumstances
Indefinite life brands not
amortised, reviewed for
impairment at least annually
Straight-line
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
represent 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 SEEK 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.
(iv) Cloud-computing arrangements
SEEK has a number of cloud-computing arrangements that provide it with the right to access the cloud-based software over
a contracted period. Costs incurred to configure or customise, and the ongoing fees to obtain access to such software, are
recognised as operating expenses when the services are received, unless they are paid to the suppliers of the cloud computing
arrangement to significantly customise the cloud-based software for SEEK, in which case the costs are recorded as a prepayment
for services and amortised over the expected renewable term of the arrangement.
Some additional costs are incurred for the development of software code that enhances or modifies, or creates additional
capability to existing systems and meets the definition of, and recognition criteria for, an intangible asset as a software and
website development asset.
SEEK Limited Annual Report 2023
95
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 12. Intangible assets continued
Goodwill
$m
Brands
$m
Customer
relationships
$m
Software
and website
development
$m
Work in
progress
$m
Total
$m
2022
Cost
Opening balance at 1 July 2021
1,312.2
200.5
53.4
Additions
Acquisition of subsidiaries
Disposals
Exchange differences
Transfers
–
5.8
–
42.3
–
–
–
–
7.1
–
Closing balance at 30 June 2022
1,360.3
207.6
Amortisation
–
–
–
2.7
–
56.1
Opening balance at 1 July 2021
(294.6)
(40.2)
(53.4)
Amortisation charge
Disposals
Exchange differences
Closing balance at 30 June 2022
Carrying value at 30 June 2022
2023
Cost
–
–
(13.6)
(308.2)
1,052.1
–
–
(1.5)
(41.7)
165.9
–
–
(2.7)
(56.1)
–
Opening balance at 1 July 2022
1,360.3
207.6
56.1
437.5
7.0
0.2
(14.2)
2.3
64.4
497.2
(293.3)
(58.5)
14.2
(1.7)
(339.3)
157.9
497.2
14.3
(113.3)
(78.6)
5.1
108.8
433.5
57.9
117.1
–
–
0.4
(64.4)
111.0
–
–
–
–
–
111.0
111.0
164.7
(1.1)
–
(0.2)
(108.8)
165.6
–
–
–
–
–
–
165.6
2,061.5
124.1
6.0
(14.2)
54.8
–
2,232.2
(681.5)
(58.5)
14.2
(19.5)
(745.3)
1,486.9
2,232.2
179.0
(114.4)
(78.6)
105.7
–
2,323.9
(745.3)
(73.6)
113.2
78.6
(59.8)
(686.9)
1,637.0
–
–
–
83.2
–
1,443.5
–
–
–
14.3
–
221.9
–
–
–
3.3
–
59.4
(308.2)
(41.7)
(56.1)
(339.3)
–
–
–
(48.4)
(356.6)
1,086.9
–
–
–
(5.2)
(46.9)
175.0
–
–
–
(3.3)
(59.4)
–
(73.6)
113.2
78.6
(2.9)
(224.0)
209.5
Additions
Disposals
Retirements
Exchange differences
Transfers
Closing balance at 30 June 2023
Amortisation
Opening balance at 1 July 2022
Amortisation charge
Disposals
Retirements
Exchange differences
Closing balance at 30 June 2023
Carrying value at 30 June 2023
96
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
12. Intangible assets continued
(a) Impairment
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 for impairment.
The recoverable amounts of the CGU or group of CGUs is
based on the higher of its 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 are performed based on cash flow
projections and other supplementary information which,
given their forward-looking nature, require the adoption of
assumptions and estimates. Impairment is recognised where
the recoverable amount of an asset or CGU has fallen below
the carrying amount.
For certain CGUs, the determination of recoverable amount
requires the estimation and discounting of future cash flows.
These estimates include establishing forecasts of future
financial performance, terminal value growth rates and post-tax
discount rates.
Each of these assumptions and estimates is based on a ‘best
estimate’ at the time of performing the valuation and therefore,
any changes to expected future financial performance, discount
rates or terminal growth rates can alter the recoverable amount
of a CGU or group of CGUs.
(i) Cash-generating units
Goodwill and other intangible assets are allocated to CGUs or a group of CGUs for the purpose of impairment testing.
Employment marketplaces
SEEK Australia
SEEK Asia (i)
OCC
JobAdder
Other
Total intangibles assets from Continuing Operations
Assets held for sale
SEEK Growth Fund disposal group
(i) SEEK Asia
2023
2022
Intangible
assets with
indefinite
useful lives
$m
1.4
145.5
23.1
5.0
–
175.0
Goodwill
$m
14.7
1,035.2
11.9
12.6
12.5
1,086.9
Intangible
assets with
indefinite
useful lives
$m
1.4
140.5
19.0
5.0
–
165.9
Goodwill
$m
14.7
1,002.6
9.8
12.6
12.4
1,052.1
–
–
354.6
–
SEEK Asia is a leading provider of online employment marketplaces operating across six 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.
SEEK Limited Annual Report 2023
97
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
12. Intangible assets continued
(b) Impairment testing and key assumptions
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; working capital; leases; and tax; in addition to
the terminal growth rate and discount rates noted in the table below.
Cash flow forecasts include next year’s budgeted results, with the remaining years 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 anticipates growth from market penetration and continued evolution of products and services.
CGU/group of CGUs
Valuation method
SEEK Australia (i)
Fair value less costs of disposal
SEEK Asia
OCC
Fair value less costs of disposal
Fair value less costs of disposal
JobAdder (ii)
Fair value less costs of disposal
(i) SEEK Australia
Terminal growth rate %
Post-tax discount rate %
Years of cash flow
projection
2023
2022
n/a
10
10
n/a
n/a
2.4
3.0
n/a
n/a
2.4
3.1
n/a
2023
n/a
11.5
15.0
n/a
2022
n/a
11.5
13.5
n/a
As at 30 June 2023, the recoverable amount of SEEK Australia has been determined based on a ‘sum-of-the-parts’ approach
with reference to SEEK’s market capitalisation and reported net debt, adjusted for the aggregate recoverable amount of all other
assets/CGUs.
(ii) JobAdder
As at 30 June 2023, the recoverable amount of JobAdder has been determined based on market based multiples and
consideration of previous transactions in which SEEK has increased its ownership interest.
(c) Impairment losses recognised during the year
For the financial year ended 30 June 2023 no impairment losses have been recognised on goodwill or indefinite life intangibles
(2022: nil).
13. Trade and other payables
Trade payables
Accruals
GST and other indirect taxes payable
Other payables (i)
Total trade and other payables
(i) Other payables
2023
$m
21.2
85.2
10.2
100.0
216.6
2022
$m
18.8
129.8
10.7
266.2
425.5
As at 30 June 2023, the other payables balance includes $73.4m (2022: nil) owing to SEEK Growth Fund for units issued
and $11.5m owing to the non-SEEK vendors of Zhaopin in relation to the dividend receivable (refer Note 11 Trade and other
receivables). Other payables at 30 June 2022 included $255.7m in consideration owing to the non-SEEK vendors of Zhaopin,
which has been partially settled and the remaining amount reclassified to other financial liabilities during the year to 30 June 2023
(refer to Note 9(b)(iii) Financial instruments and fair value measurement).
98
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
14. Leases
Critical accounting estimates and assumptions
Incremental borrowing rate (IBR)
Extension and termination options
Lease payments are discounted using the IBR, being the rate
of interest that SEEK ‘would have to pay’ to borrow over a similar
term, with a similar security, the funds necessary to obtain
an asset of similar value to the right-of-use asset in a similar
economic environment. The IBR therefore requires estimation,
and SEEK uses a build-up approach that starts with a risk-free
interest rate adjusted for credit risk for leases held by SEEK,
and makes adjustments specific to the lease (i.e term, country,
currency and security).
SEEK has several lease contracts that include extension and
termination options. SEEK determines the lease term as the non-
cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be
exercised (or not terminated) at the commencement date of the
lease. Significant judgement is required in determining if it is
reasonably certain that the extension options will be exercised
or not. After the commencement date, SEEK reassesses
the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to
exercise or not to exercise the option to renew or to terminate.
Accounting Policy
At inception of a contract, SEEK 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.
SEEK 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
SEEK 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; and
• variable lease payments that are based on an index or
rate, initially measured using the index or rate as at the
commencement date.
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.
SEEK does not recognise right-of-use assets and lease liabilities
for low-value assets (<$5,000). These leases are recognised
as incurred and treated as an expense in the Consolidated
Income Statement.
SEEK Limited Annual Report 2023
99
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 14. Leases continued
(a) Amounts recognised in the Consolidated Balance Sheet
(i) Right-of-use assets
As at 30 June 2023, SEEK holds $170.0m (2022: $176.4m) of right-of-use assets related to buildings leased under non-
cancellable agreements which primarily expire within 1 to 15 years. The leases have varying terms, escalation clauses and renewal
rights. On renewal, the terms of the lease are negotiated.
During the year, additions to right-of-use assets were $12.8m (2022: $1.9m).
(ii) Lease liabilities
Current
Non-current
Total lease liabilities
Extension options
2023
$m
20.1
173.3
193.4
2022
$m
19.0
176.8
195.8
As at 30 June 2023, potential future undiscounted cash outflows of $234.6m (2022: $239.2m) have not been included in the
lease liability because it is not reasonably certain that the leases will be extended (or not be terminated).
SEEK 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
$6.1m (2022: $0.3m).
(b) 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 – (in Finance costs)
2023
$m
18.4
6.5
2022
$m
18.3
6.5
(c) Amounts recognised in the Consolidated Statement of Cash Flows
The following amounts relating to cash outflows for leases were recognised in the Consolidated Statement of Cash Flows during
the year ended 30 June:
Interest expense on lease liabilities – (in Operating activities)
Principal elements of lease liabilities – (in Financing activities)
Total cash outflow for lease liabilities
2023
$m
6.5
13.4
19.9
2022
$m
6.5
11.9
18.4
100
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 15. Provisions
Critical accounting estimates and assumptions
Following the guidance in AASB 3 Business Combinations,
SEEK 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:
• SEEK 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.
2023
$m
39.4
4.4
43.8
2022
$m
32.6
5.8
38.4
Balance at 1 July 2022
Additional provision recognised in the year
Credited to the Consolidated Income Statement
Utilisation during the year
Effect of movement in foreign exchange
Balance at 30 June 2023
Current
Non-current
(i) Tax cases provision
Make good
provision
$m
Acquired
contingent
liabilities
$m
1.8
0.8
(0.1)
–
0.1
2.6
–
2.6
3.0
–
(0.9)
–
0.1
2.2
1.0
1.2
Tax cases
provision(i)
$m
7.5
0.5
–
–
1.0
9.0
0.1
8.9
2023
$m
18.1
13.4
31.5
Other
$m
3.8
1.8
(1.6)
–
–
4.0
3.3
0.7
2022
$m
12.4
10.3
22.7
Total
$m
16.1
3.1
(2.6)
–
1.2
17.8
4.4
13.4
Brasil Online is subject to a number of tax infraction notices from Brazilian tax authorities. These tax infractions are 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 22
Commitments and contingencies.
SEEK Limited Annual Report 2023
101
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Equity
16. Share capital
Movement of shares on issue
Balance at 30 June 2021
Issue of shares to satisfy future Rights and Options expenses
Exercise of Rights
Release of restricted shares
Balance at 30 June 2022
Issue of shares to satisfy future Rights and Options expenses
Exercise of Rights
Release of restricted shares
Balance at 30 June 2023
Ordinary Shares
(excluding
Treasury Shares)
Number
Treasury
Shares
Number
Total Share capital
Number
352,603,870
966,320
353,570,190
–
1,150,000
1,150,000
360,899
(360,899)
416,782
(416,782)
–
–
$m
269.2
–
–
–
353,381,551
1,338,639
354,720,190
269.2
–
1,500,000
1,500,000
351,815
502,280
(351,815)
(502,280)
–
–
–
–
–
354,235,646
1,984,544
356,220,190
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.
102
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 17. Reserves
Nature and purpose of reserves
Cash flow hedge reserve
This 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 9 Financial instruments and fair
value measurement.
Net investment hedge reserve
This 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 9 Financial instruments and fair
value measurement.
Fair value hedge reserve
This 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 9 Financial instruments
and fair value measurement.
Cost of hedging reserve
This 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
This reserve is used to recognise the grant date fair value
of shares issued to employees.
Equity instruments revaluation reserve
This reserve is used to record changes in the fair value of
investments in equity instruments that are not held for trading,
for which SEEK elected, at initial recognition, to present gains
and losses in other comprehensive income.
Transactions with non-controlling interests reserve
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. Upon disposal of interests in that entity,
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 27 Other
significant accounting policies.
(a) Hedging reserves
Cash flow hedge reserve
Net investment hedge reserve (i)
Fair value hedge reserve (ii)
Cost of hedging reserve
Total hedging reserve
2023
$m
13.4
(124.9)
–
6.4
(105.1)
2022
$m
16.2
(88.9)
3.3
2.2
(67.2)
SEEK’s approach to hedging is described in Note 9 Financial instruments and fair value measurement.
(i) Net investment hedge reserve
The loss of $36.0m (2022: loss of $42.6m) in the Net investment hedge reserve was primarily due to the appreciation of the USD
and SGD against the AUD, partially offset by the release of losses recognised upon the deconsolidation of the SEEK Growth Fund,
and depreciation in the RMB versus the AUD. The appreciation of the USD has impacted USD borrowings, and the appreciation
and depreciation of the SGD and RMB respectively, has impacted cross-currency interest rate swaps which have been designated
as net investment hedges to SEEK’s foreign operations.
(ii) Fair value hedge reserve
The movement of $3.3m in the Fair value hedge reserve is due to the balance of this reserve being reclassified to retained
earnings on deconsolidation of the SEEK Growth Fund.
SEEK Limited Annual Report 2023
103
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 17. Reserves continued
(b) Other reserves
Share-based payments reserve
Equity instruments revaluation reserve (i)
Transactions with non-controlling interests reserve
Other reserves
Total other reserves (ii)
(i) Equity instruments revaluation reserve
2023
$m
139.9
30.1
(43.4)
(0.5)
126.1
2022
$m
130.9
(23.7)
(55.4)
(0.4)
51.4
The movement of $53.8m in the Equity instruments revaluation reserve comprises $24.5m increase in the fair value of financial
assets from Continuing Operations held at FVOCI and $42.2m reclassified to retained earnings on the deconsolidation or disposal
of assets held at FVOCI, partially offset by $12.9m decrease in the fair value of financial assets from Discontinued Operations held
at FVOCI prior to their deconsolidation.
(ii) Total other reserves
The movement in other reserves that have been reclassified to retained earnings on deconsolidation of the SEEK Growth Fund
comprises a debit of $4.4m to the Share-based payments reserve and a credit of $10.2m to the Transactions with non-controlling
interest reserve.
18. Dividends
2022
2021 final dividend
2022 interim dividend
Total dividend paid for the year ending 30 June 2022
2023
2022 final dividend
2023 interim dividend
Total dividends paid for the year ending 30 June 2023
Payment date
Amount per share
Franked amount
per share
Total dividend
5 October 2021
7 April 2022
20.0 cents
23.0 cents
20.0 cents
23.0 cents
4 October 2022
5 April 2023
21.0 cents
24.0 cents
21.0 cents
24.0 cents
$70.8m
$81.4m
$152.2m
$74.5m
$85.1m
$159.6m
Dividends determined by the Board of the Company after the financial year (to be paid out of retained profits at 30 June 2023)
are as follows.
2023
2023 final dividend
3 October 2023
23.0 cents
23.0 cents
$81.9m
The balance of the franking account of the SEEK Australian income tax consolidated group, adjusted for franking credits that
will arise from the payment of its current tax liability, is $96.7m at 30 June 2023 (2022: $116.6m) based on a tax rate of 30%
(2022: 30%).
The dividend payment on 3 October 2023 will be fully franked using this balance and will reduce the franking credits available
by $35.1m for the SEEK Australian income tax consolidated group.
104
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
Group structure
19. Interests in controlled entities
(a) Material subsidiaries
Critical accounting estimates and assumptions
SEEK has fully consolidated a number of entities in the SEEK Asia group, despite not holding the majority of equity. A list of these
entities is shown below in section (b).
Accounting Policy
Subsidiaries are all entities (including structured entities) over which SEEK has control. SEEK controls an entity when SEEK 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 SEEK.
They are deconsolidated from the date that control ceases.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by SEEK.
The following material subsidiaries have been fully consolidated in the SEEK’s Financial Statements. The equity holdings listed
below represent the look through equity interest held by SEEK.
Name of entity
SEEK (NZ) Limited
SEEK Learning Pty Ltd
SeekAsia Ltd (together with its consolidated subsidiaries, SEEK Asia)
Jobs DB Hong Kong Limited
Jobs DB Singapore Pte Limited
Jobs DB Recruitment (Thailand) Limited
PT. Jobs DB Indonesia
Jobs DB Philippines Inc. (1)
SEEK Asia Investments Pte. Ltd.
JobStreet.com Pte Ltd
JobStreet.com Shared Services Sdn. Bhd.
JobStreet.com Philippines, Inc (1)
PT. JobStreet Indonesia
Catho Online, Ltda (together with its parent and other subsidiaries, Brasil Online)
Online Career Center Mexico, S.A.P.I de CV (OCC)
Zhaopin Limited (2)
Job Adder Operations Pty Ltd
Country of
incorporation
New Zealand
Australia
Cayman Islands
Hong Kong
Singapore
Thailand
Indonesia
Philippines
Singapore
Singapore
Malaysia
Philippines
Indonesia
Brazil
Mexico
Cayman Islands
Australia
Equity holding
2023
%
2022
%
100
100
100
100
100
70
100
100
100
100
100
100
99.9
100
98.2
61.1
100
100
100
100
100
100
70
100
100
100
100
100
100
99.9
100
98.2
61.1
100
(1) External shareholders hold less than 0.01%.
(2) Zhaopin operations were deconsolidated from SEEK from 1 May 2021. SEEK retains a 61.05% interest in the parent, Zhaopin Limited, which holds the 23.5% interest in
the Zhaopin equity accounted investment, with the results of each of these included in Continuing Operations. The non-controlling interest related to Zhaopin has been
derecognised to reflect SEEK’s economic interest in its operations, and therefore no summarised financial information related to this has been disclosed.
(b) Entities fully consolidated despite not holding majority of equity
SEEK has fully consolidated a number of entities in the SEEK Asia Group despite not holding the majority of equity or direct
ownership interest. Through existing contractual agreements, SEEK is able to exercise effective control over the financial and
operating policies of these businesses and receive substantially all the economic benefits and returns.
SEEK Asia entities
88 Karat Sdn. Bhd.
Jobs DB Assets (Thailand) Ltd
Agensi Pekerjaan JS Staffing Services Sdn. Bhd.
Agensi Pekerjaan Jobstreet.com Sdn. Bhd.
(c) Summarised financial information for subsidiaries with non-controlling interests
As at 30 June 2023, the carrying amount of non-controlling interests from Continuing Operations was $0.7m (2022: $0.6m).
Profit from Continuing Operations allocated to non-controlling interests for the year ended 30 June 2023 was nil (2022: nil).
The closing balances of non-controlling interests no longer represent a material balance to SEEK’s Continuing Operations and
accordingly, no summarised financial information has been presented.
SEEK Limited Annual Report 2023
105
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 20. Interests in equity accounted investments
Critical judgements, estimates and assumptions
Impairment
Carried interest
The recoverable amount of SEEK’s investment in its associates
are reviewed for impairment annually, or when events or
circumstances indicate that the carrying amount of the
investment may not be recoverable. As required by Accounting
Standards, SEEK has evaluated the financial health and outlook
of its associates and has assessed the carrying value of its
investments against current estimated fair value.
SEEK Growth Fund
Although the Group has a 83.8% interest in SEEK Growth
Fund (the Fund), certain provisions within the Fund Deed
and associated agreement between the Fund and the entity
appointed by the trustee to manage the Fund’s operations (the
Manager) stipulate that commercial and operational decisions
over the Fund’s activities are not within SEEK’s control, however
SEEK does have significant influence. As a result, it has been
determined that SEEK does not control the Fund, and since
19 December 2022 has accounted for it as an associate.
The Fund Deed provides for carried interest to be payable to
the Manager. The Manager is not controlled by nor an associate
of SEEK.
Carried interest is a performance fee for the managing entity
and is only paid if the Fund achieves a minimum return over
a period of time. Each class of unit in the Fund has a specific
minimum return and carried interest percentage, which can vary
between classes. SEEK’s investment in the Fund comprises three
classes of units, each with different carried interest percentages.
The first carried interest would be payable on the five year
anniversary of the establishment of the Fund in 2026.
Accounting for carried interest is subjective, as it relates to a
valuation at a future date. The Fund has adopted a ‘hypothetical
liquidity event’ approach whereby the Fund assumes that
carried interest needs to be paid at the current date. Changes
in the valuation of the Fund over time will change the liability for
carried interest, and if the valuation does not meet the minimum
return, no carried interest will be payable.
Accounting Policy
Joint ventures are all entities over which SEEK 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 SEEK’s share of post-acquisition profits
or losses recognised in profit or loss, until the date on which
significant influence or joint control ceases.
Associates are all entities over which SEEK 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 joint ventures and associates have
been changed where necessary to ensure consistency with
the policies adopted by SEEK, with the exception of the Fund’s
treatment of its subsidiaries, associates and joint ventures which
are held at fair value. SEEK applies the exemptions in AASB
128 Investments in Associates and Joint Ventures to maintain
the Fund’s accounting for its subsidiaries, associates and joint
ventures at fair value.
SEEK pays annual management fees to the Fund which are
recognised as an expense in SEEK’s Consolidated Income
Statement and an equity injection in the Fund’s balance sheet.
The Fund records an expense when it pays management fees
to the Manager. To avoid double counting, the management
fees recognised in the Fund’s statement of comprehensive
income are eliminated prior to applying the equity method
of accounting.
(a) Interests in associates
Set out below is information about SEEK’s material interests in associates as at 30 June 2023.
Name of entity
Principal activity
SEEK Growth Fund (the Fund) (1)
A managed investment scheme in relation to
a portfolio of investments across three key
themes of Online Education, Contingent Labour
and HR Software as a Service (HR SaaS)
Principal place
of business
Australia
Beijing Wangpin Consulting Co. Ltd (Zhaopin) (2) Online job/education platform in China
China
BDJOBS.com Limited (BDjobs)
Online employment focused business that helps
job seekers manage their career more efficiently,
including job search, training and assessment
Bangladesh
Ownership interest
2023
%
83.8
23.5
37.0
2022
%
n/a
23.5
35.0
(1) On 19 December 2022, SEEK determined that it no longer controlled the Fund and the Fund has been deconsolidated as at that date. However, SEEK continues to
have significant influence over the relevant decisions of the Fund, and therefore has recognised its ongoing interest in the Fund as an equity accounted associate from
19 December 2022. Refer to Note 2 Discontinued Operations for an update on this transaction.
(2) This represents the Continuing Operations of SEEK’s retained equity accounted investment in Zhaopin.
106
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
20. Interests in equity accounted investments continued
(b) Summarised financial information for equity accounted investments
Summarised financial information has been presented for Continuing Operations only.
For the year ended 30 June 2023
Summarised balance sheet (100%)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
NCI share of net assets
Net assets/(liabilities)(1)
Liability for carried interest(2)
Adjusted net assets(1)
Reconciliation to carrying amounts
Opening net assets
Fair value of retained investment after disposal of subsidiary
Additions
Share of results(3)
Other comprehensive income
Impairment loss
Dividends and distributions paid
Closing net assets
SEEK interest
SEEK’s share of net assets
Goodwill
Carrying amount
Summarised statement of comprehensive income (100%)(4)
Gross revenue
Fair value gains
Interest and investment income
Depreciation and amortisation
Other operating costs
Management fees
Movement in liability for carried interest(1)
Interest expense
Income tax expense
Non-controlling interest
Profit/(loss) for the period
Other comprehensive loss
Total comprehensive income/(loss)
Portfolio investments
SEEK Growth Fund
$m
Zhaopin
$m
Other
$m
Total
$m
130.3
2,317.8
(0.4)
–
–
2,447.7
(96.9)
2,350.8
–
1,957.5
60.0
(39.1)
–
–
(13.0)
1,965.4
1,965.4
–
1,965.4
–
142.1
16.8
–
(1.9)
(21.2)
(96.9)
–
–
–
38.9
–
38.9
467.5
210.5
(503.9)
(23.3)
(4.4)
146.4
–
146.4
574.1
–
–
8.1
(25.6)
–
–
556.6
34.3
522.3
556.6
660.6
–
4.6
(37.6)
(594.7)
–
–
–
2.5
(0.8)
34.6
–
34.6
13.3
3.5
(15.0)
(6.3)
–
(4.5)
–
(4.5)
19.3
–
1.0
(0.4)
(1.0)
(4.5)
(0.9)
13.5
0.4
13.1
13.5
14.3
–
0.2
(0.7)
(18.0)
–
–
(0.8)
–
–
(5.0)
(0.2)
(5.2)
611.1
2,531.8
(519.3)
(29.6)
(4.4)
2,589.6
(96.9)
2,492.7
593.4
1,957.5
61.0
(31.4)
(26.6)
(4.5)
(13.9)
2,535.5
2,000.1
535.4
2,535.5
674.9
142.1
21.6
(38.3)
(614.6)
(21.2)
(96.9)
(0.8)
2.5
(0.8)
68.5
(0.2)
68.3
(1) Excludes unitholder interests in SEEK Growth Fund which are classified as financial liabilities under AASB 132 Financial Instruments: Presentation.
(2) At 30 June 2023, the Fund has recognised a liability of $96.9m for carried interest for certain classes of units (2022: nil). SEEK’s share of the carried interest liability
is $85.7m (2022: nil).
(3) Share of result for SEEK Growth Fund comprises $46.6m share of Fund valuation increase less $85.7m share of movement in the carried interest liability.
(4)
Information presented for SEEK Growth Fund is for the full year ended 30 June 2023.
SEEK Limited Annual Report 2023
107
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
20. Interests in equity accounted investments continued
(c) Impairment testing and key assumptions
Effective 1 May 2021, SEEK sold down its controlling interest in Zhaopin, retaining a 23.5% equity accounted investment in the
Zhaopin operations, which was measured at fair value at the date of the transaction.
Certain macroeconomic factors in the market in which Zhaopin operates, including slow economic recovery from the protracted
COVID-19 related lockdowns across China during the year ended 30 June 2023 and the potential impact on expected revenue
forecasts, has resulted in management undertaking an assessment of Zhaopin’s carrying value against its recoverable amount.
The need for this assessment is compounded by the fact that the carrying value at the time of recognition of the investment
equated to the recoverable amount, and therefore the fair value is sensitive to changes in assumptions over the past 12 months.
Management determines the recoverable amount with reference to a fair value less cost of disposal (FVLCD) discounted cash
flow (DCF) model which includes estimates relating to revenue, operating costs, capital expenditure, working capital, leases
and tax, in addition to the terminal growth rate and discount rates noted in the table below. Cash flow forecasts include next
year’s budgeted results, with the remaining years based on judgement and management’s best estimates with reference
to key structural and market factors, past experience, external data and internal analysis.
The assessment of FVLCD for Zhaopin has been prepared based on cash flows that reflect:
• ongoing penetration of the large and growing human capital market in China and the cost to build and serve employment and
career needs for candidates, hirers and students across adjacent areas; and
• margin expansion opportunity from growing revenue but also greater sales efficiency, as a larger proportion of customer
acquisitions and service functions are performed via online self-service.
The key assumptions used in the assessment of FVLCD include revenue growth and EBITDA margins:
• revenue growth assumptions include a recovery to pre-COVID-19 levels in FY2024 (the average annual growth across all revenue
streams is within a range of 12% – 16% for the forecast period); and
• EBITDA margins are forecast in the range of 15% – 19% over the forecast period, with a slower recovery to pre-COVID-19 levels
assumed when compared to revenue recovery.
Valuation method
Zhaopin
Fair value less costs of disposal
(i) Sensitivity analysis
Terminal growth rate %
Post-tax discount rate %
Years of cash flow
projection
10
2023
2.5
2022
2.5
2023
12.5
2022
12.5
The assumptions used in calculating the FVLCD DCF model for Zhaopin are sensitive and subject to some uncertainty.
The calculation is most sensitive to:
• achievement of revenue and EBITDA margin forecasts;
• the timing and shape of the recovery in the Chinese economy, which is recovering from COVID-19 conditions and has an impact
on Zhaopin’s revenue growth profile;
• the intensity of competition, which has a large impact on Zhaopin’s revenue growth profile; and
• the macro-economic and political environment (specifically inputs such as inflation, interest rates and market risk premium),
which have an impact on the discount rate.
The carrying value of the investment in Zhaopin is approximately equal to the recoverable amount, which is consistent with
the fair value measured and recognised at the date of the transaction. As a result, any adverse changes, in aggregate, in
key assumptions would result in the recoverable amount of Zhaopin falling below the carrying amount, resulting in a future
impairment to the investment.
108
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 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.
As a result, the entities in the Australian income tax consolidated
group have entered a tax funding agreement under which they:
• fully compensate SEEK Limited for any current tax liabilities
(i) Investments in subsidiaries, associates and joint
assumed; and
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.
• 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
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.
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.
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.
(a) Summary financial information
The individual financial statements for the parent entity, SEEK Limited, show the following aggregate amounts.
Balance sheet
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Equity
Issued capital
Cash flow hedge reserve
Share-based payments reserve
Retained earnings
Total equity
Profit for the year
Total comprehensive income
2023
$m
2022
$m
485.2
2,701.3
(268.9)
(1,761.9)
472.9
2,720.8
(291.8)
(1,828.1)
939.4
892.7
269.2
13.4
141.0
515.8
939.4
193.9
191.1
269.2
16.2
127.2
480.1
892.7
207.0
234.7
SEEK Limited Annual Report 2023
109
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
21. Parent entity financial information continued
(b) Significant transactions during the financial year
The parent entity did not have any significant transactions during the financial year.
(c) Guarantees entered 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$852.5m. As at 30 June 2023, A$1,315.4m principal had been drawn down against the facility, comprising A$415.0m and
US$600.0m (2022: $1,144.4m, comprising A$505.0m and US$441.0m). Refer to Note 7 Net debt.
The parent entity is also the guarantor in respect of a number of subsidiaries’ building leases.
(d) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2023 (2022: nil).
(e) Contractual commitments
The parent entity did not have any contractual commitments as at 30 June 2023 (2022: $12.9m)
Unrecognised items
22. Commitments and contingencies
(a) Commitments
SEEK has commitments for expenditure of $8.1m (2022: $17.5m) for the payment of IT and professional services and office fit outs
under long-term contracts in existence at the reporting date but not recognised as liabilities payable.
(b) Contingencies
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.
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 2023 amounted to $36.2m (2022: $34.6m) including penalties and interest.
Other matters
From time to time, SEEK 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 2023, in addition to the provisions recognised in Note 15 Provisions, SEEK has unrecognised
contingent liabilities of $6.8m (2022: $9.0m), which relate to labour and civil cases in Brasil Online.
23. Events occurring after balance sheet date
There are no matters or circumstances which have arisen since the end of the financial year that have significantly affected, or may
significantly affect, SEEK's operations, the results of those operations, or SEEK's state of affairs in subsequent financial periods.
110
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 Other information
24. Share-based payments
Critical accounting estimates and assumptions
Calculating the fair value
SEEK estimates the fair value of its Wealth Sharing Plan Options/Rights at grant date, with the assistance of independent
consultants, using the Monte-Carlo simulation or similar option pricing models to value Options and Rights. The estimations include
any market performance conditions and the impact of non-vesting conditions.
The impact of any service conditions and non-market vesting conditions is excluded from the estimation of fair value, and instead
included in assumptions about the number of Options that are expected to vest. These assumptions are reviewed at the end of each
reporting period.
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; and
• a payment in cash, the corresponding entry is a liability.
(a) Types of share-based payments
• SEEK Limited: share-based benefits are provided to SEEK Limited Executives and certain employees via Performance Rights,
Equity Rights, Restricted Rights and/or Wealth Sharing Plan Options/Rights.
• JobAdder: share-based payments are provided to JobAdder executives and senior management via Share Appreciation Rights.
If the Options granted by JobAdder were to be exercised and satisfied by issuing new shares, SEEK’s interest in the respective
businesses would be diluted.
(b) Financial impact of share-based payment transactions
The table below summarises the share-based payment expense recognised during the year as part of the employee benefits:
SEEK Limited Options and Rights
Subsidiary equity-settled plans
Cash-settled share-based payments
Other associated costs
Total share-based payments expense
2023
$m
14.0
(0.4)
5.2
–
18.8
2022
$m
14.1
1.1
0.2
1.0
16.4
SEEK Limited Annual Report 2023
111
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 24. Share-based payments continued
(c) Options and Rights – SEEK Limited
SEEK Limited Executives and selected senior level employees receive one Equity Right or one Performance Right as part of their
Total Remuneration Opportunity each year. Equity Rights and Performance Rights vest and convert into a number of shares
following the end of the financial year based on a pre-determined allocation price which references the SEEK Limited share
price. For Performance Rights, vesting is also linked to the performance of the individual over the relevant financial year. Shares
allocated via Equity Rights are subject to a 12-month disposal restriction following vesting. Performance Rights shares are not
subject to a disposal restriction period.
A limited number of senior level employees may receive a one-off grant of Restricted Rights. Vesting of Restricted Rights is
subject to the performance of the individual and continued employment over the vesting period. Upon vesting, each Restricted
Right converts into one share and the resulting shares are not subject to a disposal restriction period.
SEEK Limited Executives and a small number of selected senior level employees 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) and convert
into an equivalent number of shares.
2023
Grant date
Wealth Sharing Plan Options
11 June 2019
Sep 2019–Nov 2019
Nov 2020–Mar 2021
Oct 2021–Mar 2022
7 November 2022
18 November 2022
Total
Wealth Sharing Plan Rights
Oct 2018–Jun 2019
Sep 2019–Mar 2020
Nov 2020
Oct 2021–Mar 2022
7 November 2022
18 November 2022
Total
Restricted Rights
Oct 2021–Mar 2022
7 October 2021
11 April 2023
11 April 2023
11 April 2023
Total
Equity Rights
Oct 2021–Dec 2021
24 October 2022
18 November 2022
Total
Performance Rights
Oct 2021–Mar 2022
24 October 2022
18 November 2022
24 March 2023
13 April 2023
Total
Total all plans
Expiry
date
(years)
Exercise
Price
Opening
balance
Granted
during the
year
Exercised
during the
year
Lapsed
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
1
2
1
2
3
2
2
2
2
2
2
2
2
$20.95
536,013
$23.18
$20.51
373,842
307,686
$34.40
314,619
–
–
–
–
$23.75
$23.75
–
–
178,832
184,102
1,532,160
362,934
–
–
–
–
–
–
–
–
(176,069)
–
–
–
–
(176,069)
$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
288,102
436,157
426,108
286,208
–
–
–
–
–
–
295,191
75,788
(135,285)
–
(184,632)
(3,279)
–
–
–
–
–
–
–
–
1,436,575
370,979
(319,917)
(3,279)
11,101
8,126
–
–
–
–
–
6,211
6,212
2,370
(11,101)
–
–
–
–
19,227
14,793
(11,101)
8
–
–
8
78
–
–
–
–
78
–
7
1
8
–
83
2
1
1
87
(8)
–
–
(8)
(78)
–
–
–
–
(78)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,988,048
748,801
(331,104)
(179,348)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(4)
–
–
–
(4)
(4)
536,013
536,013
197,773
307,686
314,619
178,832
184,102
–
–
–
–
–
1,719,025
536,013
152,817
152,817
248,246
426,108
286,208
295,191
75,788
–
–
–
–
–
1,484,358
152,817
–
8,126
6,211
6,212
2,370
22,919
–
7
1
8
–
79
2
1
1
83
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,226,393
688,830
112
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
24. Share-based payments continued
(c) Options and Rights – SEEK Limited continued
2022
Grant date
Wealth Sharing Plan Options
11 June 2019
Sep 2019–Nov 2019
Nov 2020–Mar 2021
Oct 2021–Mar 2022
Total
Wealth Sharing Plan Rights
Oct 2018–Jun 2019
Sep 2019–Mar 2020
Nov 2020
Oct 2021–Mar 2022
Total
Restricted Rights
25 February 2021
25 February 2021
7 October 2021
7 October 2021
30 March 2022
Total
Equity Rights
Nov 2020
Oct 2021–Dec 2021
Total
Performance Rights
Nov 2020–Mar 2021
Oct 2021–Mar 2022
Total
Total all plans
Expiry
date
(years)
Exercise
Price
Opening
balance
Granted
during the
year
Exercised
during the
year
Lapsed
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
1
2
1
2
1
2
2
2
2
$23.18
$20.51
$34.40
$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
$20.95
536,013
373,842
307,686
–
–
–
–
314,619
1,217,541
314,619
–
–
–
–
–
623,016
472,012
549,710
–
–
–
–
286,208
(334,914)
–
–
–
1,644,738
286,208
(334,914)
3,094
3,094
–
–
–
–
–
8,126
8,126
2,975
6,188
19,227
8
–
8
65
–
65
–
8
8
–
79
79
–
–
–
–
–
–
(8)
–
(8)
(65)
–
(65)
2,868,540
620,141
(334,987)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
536,013
373,842
307,686
314,619
1,532,160
288,102
(35,855)
436,157
(123,602)
426,108
–
286,208
(159,457)
1,436,575
(3,094)
(3,094)
–
–
–
–
–
8,126
8,126
2,975
(6,188)
19,227
–
–
–
–
(1)
(1)
–
8
8
–
78
78
(165,646) 2,988,048
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
The following table summarises the weighted average exercise price for the SEEK Limited plans.
2023 – SEEK Limited
Opening
balance
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Forfeited
during the
year
Closing
balance
Vested and
exercisable
at 30 June
Weighted average exercise price
$12.39
$11.51
$0.00
$22.76
–
$12.88
$16.30
2022 – SEEK Limited
Weighted average exercise price
$9.14
$17.45
$0.00
–
$0.00
$12.39
–
The weighted average share price at the date of exercise of Options exercised during the year ended 30 June 2023 was $22.47
(2022: $31.43).
The weighted average remaining contractual life of share Options outstanding at the end of the year was 2.2 years (2022: 2.6 years).
SEEK Limited Annual Report 2023
113
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
24. Share-based payments continued
(c) Options and Rights – SEEK Limited continued
The following table shows the inputs for Wealth Sharing Plan Rights and Options granted during the year.
Grant date
2023
7 November 2022
18 November 2022
2022
7 October 2021
1 December 2021
30 March 2022
Expiry date
Share price at
grant date
Expected price
volatility of the
company’s shares
Expected
dividend yield
Risk-free interest rate
Rights
Options
30 June 2027
30 June 2027
$21.85
$21.56
30 June 2026
30 June 2026
30 June 2026
$31.36
$34.75
$30.12
31%
31%
29%
29%
29%
2.2%
2.2%
1.3%
1.2%
1.4%
3.41%
3.23%
0.57%
1.10%
2.34%
3.46%
3.27%
0.69%
1.21%
2.46%
(d) Share Appreciation Rights – JobAdder
The table below summarises the movements in Rights over shares of Job Adder Operations Pty Ltd.
2023 – JobAdder
Number of Rights
Grant date
1 July 2020
1 July 2022
Balance at 30 June 2023
Weighted average exercise price
2022 – JobAdder
1 July 2020
Balance at 30 June 2022
Weighted average exercise price
Expiry date
(years)
Exercise
price
(AUD$)
Opening
balance
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Closing
balance
Vested and
exercisable
at balance
date
8
4
$3,402.13
456
–
$0.00
–
1,170,000
456
1,170,000
$3,402.13
$0.00
8
$3,402.13
521
521
$3,402.13
–
–
–
–
–
–
–
–
–
–
–
456
(150,000)
1,020,000
(150,000)
1,020,456
$0.00
$1.52
(65)
(65)
456
456
$3,402.13
$3,402.13
–
–
–
–
–
–
–
The carrying amount of the liability (included in the employee benefits provision) and the intrinsic value of awards that are vested
at 30 June 2023 is $3.7m (2022: nil).
The weighted average remaining contractual life of share Rights outstanding at the end of the year was 3.0 years (2022: 6.0 years).
114
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023
25. Related party transactions
SEEK 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
Capital contributions to the SEEK Growth Fund post deconsolidation
Purchase of additional shares in equity accounted investments
Convertible loans advanced to equity accounted investments
Dividends and distributions received from equity accounted investments
Revenue generated from equity accounted investments
Rental income from equity accounted investments
Other income generated from equity accounted investments
Purchase of services from equity accounted investments
Payments for managing the SEEK Growth Fund post deconsolidation
2023
$
3,043,423
1,001,707
2022
$
–
–
–
4,110,000
13,899,207
–
24,981
1,615,514
2,094,079
581,141
463,526
10,023,746
–
276,205
–
–
(i) Convertible loans advanced to equity accounted investments
Convertible loans have been advanced to certain equity accounted investments in SEEK. These loans are interest-bearing and,
if converted, would convert to additional equity interests in existing investments.
(ii) Leases
SEEK has granted a licence to one of the equity accounted investees to occupy part of SEEK’s headquarters in Melbourne.
The licence term is until 2026, with no option to renew.
(b) Amounts outstanding from equity accounted investments
Amounts receivable from equity accounted investments
Provision for doubtful debts related to amounts receivable from equity accounted investments
Amounts payable to equity accounted investments
(c) Transactions with key management personnel
Short-term employee benefits
Post-employment benefits
Share-based employee benefits
Other long-term benefits
2023
$
2022
$
4,956,614
4,533,054
–
9,548
73,444,928
1,040,941
2023
$
2022
$
4,071,867
4,035,864
175,634
155,459
3,214,743
4,157,400
152,767
7,615,011
76,590
8,425,313
(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 2023
115
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report 26. 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 – Continuing Operations
PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia
Audit services – Discontinued Operations
PricewaterhouseCoopers Australia
Total remuneration for audit services
Non-audit services
Other assurance services – Continuing Operations
PricewaterhouseCoopers Australia
Total remuneration for other assurance services
Taxation services – Continuing Operations
PricewaterhouseCoopers Australia – compliance services
Network firms of PricewaterhouseCoopers Australia – consulting services
Network firms of PricewaterhouseCoopers Australia – compliance services
Taxation services – Discontinued Operations
PricewaterhouseCoopers Australia – consulting services
Total remuneration for taxation services
Other services – Continuing Operations
PricewaterhouseCoopers Australia (1)
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 SEEK Growth Fund
Audit services
Other non-audit services
Total remuneration of non-PwC audit firms (2)
(1) Other services in 2022 provided by PwC comprises mainly non-tax due diligence services.
(2) During 2022, the Auditor of the SEEK Growth Fund was also engaged to provide non-audit services to other SEEK companies.
2023
$
2022
$
1,670,480
1,590,031
1,159,753
954,625
63,769
124,900
2,894,002
2,669,556
28,662
28,662
70,000
70,000
–
28,269
19,818
37,000
85,087
900
–
22,946
–
23,846
5,200
894
6,094
119,843
381,000
–
381,000
474,846
3,013,845
3,144,402
142,952
68,186
211,138
176,500
100,000
276,500
116
SEEK Limited Annual Report 2023
Notes to the Financial Statements For the year ended 30 June 2023 27. Other significant accounting policies
(a) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of SEEK’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 Consolidated Income Statement (within Operations
and Administration expenses), 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 SEEK 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.
(b) 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.
(c) 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).
(d) New Accounting Standards, Amendments and Interpretations
(i) New Accounting Standards, Amendments and Interpretations issued and effective
The Financial Statements have been prepared on the basis of accounting consistent with prior year, with the exception of new
Accounting Standards, Amendments and Interpretations, which became effective for SEEK from 1 July 2022. The adoption of
these new Standards, Amendments and Interpretations did not have a material impact on the amounts recognised in current
or prior periods.
(ii) Accounting Standards, Amendments and Interpretations issued but not yet effective
A number of new Accounting Standards, Amendments and Interpretations have also been issued and will be applicable in
future periods. While these remain subject to ongoing assessment, no significant impacts on SEEK’s Financial Statements have
been identified to date. These Standards, Amendments and Interpretations have not been applied in the preparation of these
Financial Statements.
SEEK Limited Annual Report 2023
117
Notes to the Financial Statements For the year ended 30 June 2023OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Directors’ Declaration
In the directors’ opinion:
(a) The Financial Statements and Notes set out on pages 58 to 117 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 2023 and of its performance for the
financial year ended on that date.
(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 58 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 Managing Director and 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
15 August 2023
118
SEEK Limited Annual Report 2023
Independent Auditor’s Report
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 2023 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 2023
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 consolidated financial statements, which include significant accounting policies
and other explanatory information
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 & 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.
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
Liability limited by a scheme approved under Professional Standards Legislation.
SEEK Limited Annual Report 2023
119
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Independent Auditor’s Report
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
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 $16.9m, which represents approximately
5% of the Group’s continuing operations profit before tax, adjusted for impairment charges and the share of
results of the equity accounted investment in respect of the Seek Growth Fund (the Fund).
• 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 profit before tax because, in our view, it is the benchmark against which the performance of
the Group is most commonly measured. We adjusted for impairment as they are unusual or infrequently
occurring items impacting profit and loss. We adjusted for the share of results of the equity accounted
investment of the SEEK Growth Fund due to the volatility arising from fair value movements of underlying
investments in the Fund.
• We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds.
Audit Scope
• Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
• Audits of financially significant operations being, SEEK Limited (Australia), SEEK Asia, and SEEK Growth
Fund, were conducted.
• Specified audit procedures over SEEK Limited (New Zealand), Brasil Online and OCC were conducted.
• Where audit work was performed by 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 period through phone calls,
discussions and written instructions. We tailored our audit approach accordingly, considering factors such as
relevant risks for the Group and materiality.
120
SEEK Limited Annual Report 2023
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
Carrying value assessment of goodwill, indefinite
lived intangible assets and equity accounted
investments
(Refer to note 12 - intangible assets and note 20 –
interests in equity accounted investments) $1,086.9m
Goodwill, $175.0m of indefinite lived intangible assets
and $556.6m of equity accounted investment in
Zhaopin.
Goodwill and intangible assets with indefinite useful
lives are allocated to a cash-generating unit (CGU) or
group of CGU's and tested annually for impairment.
Equity accounted investments of $2,535.5m are subject
to an impairment trigger assessment, which resulted in
the Zhaopin equity investment of $556.6m requiring a
full impairment assessment at 30 June 2023.
The valuation models used by the Group to perform the
impairment assessments for the most significant CGU
of SEEK Asia and the Zhaopin investment 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 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 impairment assessment of goodwill,
indefinite lived intangible assets and the Zhaopin equity
held investment to be a key audit matter due to the size
of the balances and because subjective changes in key
assumptions can have a material impact on the
valuation.
We evaluated the Group's allocation of goodwill and
intangible assets with indefinite useful lives to CGU's or
groups of CGU's to ensure this was consistent with our
knowledge of the Group’s operations and internal
Group reporting.
For the significant CGU of SEEK Asia and the Zhaopin
investment, which are assessed 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
prior year forecast to actual performance.
● assessing the forecast cash flow growth
assumptions, including considering external data
sources, and where applicable, historic and current
performance to 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.
● evaluating the adequacy of disclosures in the
financial report in light of the requirements of Australian
Accounting Standards.
SEEK Limited Annual Report 2023
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OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Independent Auditor’s Report
Key audit matter
How our audit addressed the key audit matter
Accounting for SEEK Growth Fund (the Fund)
(Refer to note 2 – discontinued operations and note 20
– interests in equity accounted investments)
When evaluating SEEK’s loss of control assessment,
we performed the following procedures, amongst
others:
SEEK lost control of the Fund on 19 December 2022
and as a result, the Fund has been deconsolidated.
SEEK maintain significant influence over the Fund, with
the interest in the Fund being accounted for as an
equity accounted associate and held at fair value of
$1,965.4m as at 30 June 2023.
This was considered a key audit matter because of:
● the significant judgement involved in assessing
SEEK’s loss of control, including evaluating the legal,
commercial and operational decision making rights and
the remaining significant financial interests held in the
Fund.
● the significant impact and judgement involved in
determining the fair value of the Fund on
deconsolidation (19 December 2022) and the
subsequent fair value at 30 June 2023.
● read the relevant agreements between SEEK, the
Fund and the Manager (the entity appointed by the
trustee of the Fund to manage the Fund’s operations).
● evaluated voting rights within the relevant
agreements and considered whether these rights would
give SEEK the ability to control the Fund.
● evaluated SEEK's role in key decisions of the Fund,
including changes to SEEK's financial interest in the
Fund.
In assessing the fair value of the Fund at the time of
loss of control and as at 30 June 2023, we performed
the following procedures, amongst others:
● with assistance from independent valuation experts
for selected underlying investments within the Fund;
i) developed a valuation range to compare
against those determined by the Fund, or;
ii) tested the directors’ valuation by evaluating the
methodology applied and tested selected key
inputs and assumptions.
● considered the appropriateness of the Group's
valuation methodology against the requirements of
Australian Accounting Standards.
● evaluated the adequacy of the disclosures made in
the financial report in accordance with the requirements
of Australian Accounting Standards.
122
SEEK Limited Annual Report 2023
Independent Auditor’s Report
Key audit matter
How our audit addressed the key audit matter
Recoverability of outstanding proceeds from
Zhaopin disposal
(Refer to note 9 – financial instruments and fair value
measurement, note 11 – trade and other receivables
and note 13 – trade and other payables)
SEEK’s net amount owing as at 30 June 2023 is
$105.9m. This comprises gross recognised amounts of
Other non-current financial assets of $247.5m and
Other receivables (current) of $21.8m, offset by Other
non-current financial liabilities of $151.9m and Other
payables (current) of $11.5m.
We performed the following procedures amongst
others:
● evaluated the Group’s assessment of recovering the
outstanding amounts.
● evaluated the Group’s probability weighted
discounted cashflow to determine the fair value of
receivables, including assessing the reasonableness of
key assumptions.
For the portion of outstanding receivables that holds
recourse to Zhaopin equity:
Of the gross outstanding receivable amounts, $169.9m
holds recourse to Zhaopin equity in the event of
default, with the remaining $77.6m being contingent on
other events occurring.
● read the key terms of the sale and purchase
agreements, to assess SEEK’s right of recourse to
Zhaopin equity, in the event of default.
This is a key audit matter because of the size of
outstanding amounts, and the judgement involved in
assessing the timing and recoverability of outstanding
amounts.
● evaluated the Group’s assessment of the carrying
value of the underlying asset.
● evaluated the adequacy of the disclosures made in
the financial report in accordance with the requirements
of Australian Accounting Standards.
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 2023, but does not include the
financial report and our auditor’s report thereon. Prior to the date of this auditor's report, the other
information we obtained included the Directors' Report, the Letter from the Remuneration Committee
Chairman and the Corporate Directory. We expect the remaining other information to be made
available to us after the date of this auditor's report.
Our opinion on the financial report does not cover the other information and we do not and will not
express an opinion or any form of assurance conclusion thereon through our opinion on the financial
report. We have issued a separate opinion on the remuneration report.
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.
SEEK Limited Annual Report 2023
123
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report
Independent Auditor’s Report
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.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the directors and use our
professional judgement to determine the appropriate action to take.
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.
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 39 to 56 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the remuneration report of SEEK Limited for the year ended 30 June 2023 complies
with section 300A of the Corporations Act 2001.
124
SEEK Limited Annual Report 2023
Independent Auditor’s Report
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
Andrew Cronin
Partner
Melbourne
15 August 2023
SEEK Limited Annual Report 2023
125
OverviewSustainability SummaryCorporate Governance SummaryDirectors’ ReportRemuneration ReportFinancial Report Shareholder Information
The shareholder information set out below was applicable as at 7 September 2023.
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
Shares
% of
Issued Capital
19,179
6,630
790
411
62
6,538,086
14,545,967
5,568,052
8,867,310
320,700,775
27,072
356,220,190
1.84
4.08
1.56
2.49
90.03
(0.00)
100.00
There were 916 shareholders holding less than a marketable parcel of ordinary shares (based on the closing market price of $22.50
on 7 September 2023).
B. Twenty largest quoted equity security holders
The names of the twenty largest registered holders of quoted equity securities are listed below:
Range
HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
BNP Paribas Noms Pty Ltd (DRP)
Kiteford Pty Ltd (Andrew Bassat Family a/c)
BNP Paribas Nominees Pty Ltd (Agency Lending DRP a/c)
Australian Foundation Investment Company Limited
HSBC Custody Nominees (Australia) Limited (NT-Comnwlth Super Corp a/c)
Mr Andrew Reuven Bassat
Netwealth Investments Limited (Wrap Services a/c)
Pacific Custodians Pty Limited (SEK Plans Ctrl a/c)
BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd (DRP a/c)
Pacific Custodians Pty Limited (Employee Share Tst a/c)
Mutual Trust Pty Ltd
The Senior Master of the Supreme Court (Common Fund No 3 a/c)
Citicorp Nominees Pty Limited (Colonial First State Inv a/c)
BNP Paribas Noms (NZ) Ltd (DRP)
HSBC Custody Nominees (Australia) Limited - GSCO ECA
Netherlane Pty Ltd (Paul Bassat Family a/c)
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)
Number held
121,423,162
69,245,689
48,320,400
23,040,262
13,058,498
11,250,1 13
3,919,411
3,332,633
2,406,403
2,365,074
1,952,739
1,672,658
1,375,968
1,059,741
1,045,178
1,0 1 1,500
1,000,905
831 ,853
689, 118
669,551
309,670,856
46,549,334
356,220,190
% of
Issued Capital
34.09
19.44
13.56
6.47
3.67
3.16
1.10
0.94
0.68
0.66
0.55
0.47
0.39
0.30
0.29
0.28
0.28
0.23
0.19
0.19
86.94
13.06
100.00
Number held
981,180
1,712,859
14,793
Number
of holders
35
18
2
(1) One-off Restricted Rights granted to senior level employees. Vesting is subject to performance and continued employment over the vesting period.
126
SEEK Limited Annual Report 2023
Shareholder Information
C. Substantial Holders
Substantial holders in the company are set out below:
FIL Limited and others
Blackrock Inc and subsidiaries
State Street Corporations and subsidiaries
Vanguard Group
Number held(1)
%
Issued Capital
24,826,513
21,321,645
20,780,603
17,816,778
6.97
5.99
5.83
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.
SEEK Limited Annual Report 2023
127
Five Year Financial Summary
Operating Results
Sales revenue (1)
EBITDA (1),(2)
EBITDA to sales (%)
Profit/(loss) for the year attributable to owners of SEEK Limited
from Continuing Operations (3)
Profit/(loss) for the year attributable to owners of SEEK Limited
from Discontinued Operations (4)
Total Profit for the year attributable to owners of SEEK Limited
Adjusted profit from Continuing Operations (5)
Adjusted profit from Discontinued Operations (5)
Total Adjusted profit for the year attributable to owners
of SEEK Limited (5)
Balance Sheet
Current assets excluding assets held for sale
Assets held for sale (6)
Non-current assets
Total assets
Current liabilities excluding liabilities directly associated
with the assets held for sale
Liabilities directly associated with the assets held for sale (7)
Non-current liabilities
Total liabilities
Net assets
Equity
Gearing (debt/debt+equity)
Per ordinary share
Dividends – interim (cents per share)
Dividends – other (cents per share) (8)
Dividends – final (cents per share)
Dividends – total (cents per share)
Basic earnings per share from Continuing Operations
(cents per share)
Diluted earnings per share from Continuing Operations
(cents per share)
2023
$
1,225.3
546.1
44.6%
2022
$
1,116.5
509.1
45.6%
2021
$
760.3
332.0
43.7%
2020
$
650.6
255.1
39.2%
2019
$
n/a
n/a
n/a
202.7
240.8
104.9
(121.2)
n/a
820.9
1,023.6
255.0
3.1
258.1
476.5
–
4,754.4
5,230.9
520.1
–
2,034.4
2,554.5
2,676.4
2,676.4
32.9%
24.0
–
23.0
47.0
57.1
56.8
(72.0)
168.8
256.8
14.1
647.3
752.2
135.3
5.5
8.1
(113.1)
n/a
n/a
n/a
180.3
n/a
n/a
270.9
140.8
88.9
184.8
972.0
1,313.7
2,427.5
4,713.2
736.7
418.9
1,663.2
2,818.8
1,894.4
1,894.4
42.0%
23.0
–
21.0
44.0
68.0
67.6
1,273.5
1,064.5
2,262.6
4,600.6
1,215.0
69.1
1,397.8
2,681.9
1,918.7
1,918.7
36.6%
–
20.0
20.0
40.0
29.7
29.6
817.2
–
3,511.6
4,328.8
961.3
–
1,991.7
2,953.0
1,375.8
1,375.8
58.5%
13.0
–
–
13.0
(34.3)
(34.2)
693.2
–
3,557.0
4,250.2
904.6
–
1,651.2
2,555.8
1,694.4
1,694.4
48.6%
24.0
–
22.0
46.0
n/a
n/a
(1) Reflects results of Continuing Operations except for FY2019 where results are not available on this basis.
(2) EBITDA is earnings before interest, tax, depreciation and amortisation and excludes impairment charges, share-based payment expense, share of results of equity
accounted investments, gains/losses on investing activities and other non-operating gains/losses.
(3) Continuing Operations represents the results of SEEK's employment marketplaces and SEEK's share of the equity accounted results of Zhaopin since deconsolidation on
30 April 2021 and the Fund since deconsolidation on 19 December 2022.
(4) Refer to note 2 Discontinued Operations in SEEK's FY2023 and FY2022 Financial Statements for further information.
(5) Adjusted profit from Continuing Operations is defined as Profit from Continuing Operations, excluding the results of the Fund and significant items. Adjusted profit from
Discontinued Operations is defined as Profit from Discontinued Operations, excluding significant items. The non-IFRS profit measure of Adjusted Profit has been introduced
in FY2023 to better reflect the profit from SEEK’s core operations following the deconsolidation of the Fund. All comparative periods are presented on this new basis.
(6) Relates to assets held for sale attributable to the SEEK Growth Fund disposal group. Refer to Note 2 Discontinued Operations for further information.
(7) Relates to liabilities directly associated with the assets held for sale attributable to the SEEK Growth Fund disposal group. Refer to Note 2 Discontinued Operations for
further information.
(8) The FY2021 other dividend refers to dividend of 20.0 cents paid following receipt of Zhaopin transaction funds.
128
SEEK Limited Annual Report 2023
Corporate Directory
Directors
Graham B Goldsmith
Chairman
Ian M Narev
Managing Director and Chief Executive Officer
Andrew R Bassat
Julie A Fahey
Jamaludin Ibrahim
Leigh M Jasper
Linda J Kristjanson
Michael H Wachtel
Vanessa M Wallace
Rachel Agnew
Secretary
Principal registered office in Australia
60 Cremorne Street
CREMORNE VIC 3121
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
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seek.com.au
seek .co.nz
seekbusiness.com.au
seek.com.au/learning
volunteer.com.au
au.gradconnection.com
certsy.com
sourcr.com
jobsdb.com
jobstreet.com
catho.com.br
occ.com.mx
zhaopin.com
jobadder.com
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