In-flight entertainment 1 2 4 6 8 9 10 11 12 13 14 16 26 45 Highlights 2009 in review Servcorp locations Chairman’s message CEO statement New arrivals Community service The environment Servcorp services IT The Servcorp team Corporate governance Directors’ report Financial report 100 Auditor’s report 102 Shareholder information 104 Corporate information About Servcorp Servcorp offers the world’s finest Serviced and Virtual Office solutions. Founded in Sydney in 1978, Servcorp now operates an international network of prime CBD locations throughout Australia, New Zealand, Japan, China, South-East Asia, India, Europe and the Middle East including the prestigious Chifley Tower, Sydney; Shiroyama Trust Tower, Tokyo; Emirates Towers, Dubai; and Louis Vuitton Building, Paris. Servcorp’s office and IT solutions enable companies of any size to operate with the corporate presence, IT, infrastructure and support of a multi national organisation, without having the associated overheads normally required to do so. A Servcorp Smart Office® is a fully managed corporate office suite in a prime CBD building. It includes a dedicated, local receptionist, access to a worldwide network of meeting rooms, secretarial support on hand and exclusive access to an online portfolio of business services and tools. A Servcorp Virtual Office® gives clients access to the presence, facilities and services of a Servcorp Smart Office®, whilst they work from home or another location. Servcorp Limited ABN 97 089 222 506 2009 Highlights ... in turbulent times ▪ Servcorp Virtual Office ® ... about to soar ▪ Future destinations ... the world ▪ Image ... first class ▪ Middle East ... in flight ▪ New IT infrastructure ... gateway to the world ▪ Total dividends paid ... 25 cents per share ▪ NSW Exporter of the Year ... Large Services category 1 2009 in review ... aerodynamically sound Net profit before tax Revenue $47.3 $44.6 $35.2 $34.1 $23.5 $m 50 40 30 20 10 Mature floors Immature floors $228.6 $219.1 $190.1 $185.8 $167.5 $145.9 $160.8 $141.7 $124.1 $122.5 $m 250 200 150 100 50 05 06 07 08 09 $1.6 05 $4.2 06 $6.7 07 $4.3 08 $9.5 09 12 months to June 2009 $47.3 million 6% increase 12 months to June 2009 $228.6 million 20% increase 12 months ended 30 June 2005 $’000 2006 $’000 2007 $’000 2008 $’000 2009 $’000 Revenue & other income 124,137 145,941 167,518 190,142 228,646 Net profit before tax 23,497 35,207 34,124 44,578 47,275 Net profit after tax 17,190 25,375 26,332 33,834 34,097 Net operating cash flows 27,854 35,345 39,984 51,192 43,024 Cash & cash equivalents 42,966 58,213 55,401 73,716 83,958 Interest earning financial assets 5,731 5,035 9,266 - - Net assets 88,890 107,261 111,152 127,651 145,291 Earnings per share $0.214 $0.316 $0.327 $0.420 $0.427 Dividends per share $0.0775 $0.105 $0.230 $0.200 $0.250 2 Servcorp floors and locations Locations (at 30 June) Floors (at 30 June) Floors committed (at June 09) 64 56 50 71 72 67 59 54 55 57 40 42 No. 70 60 50 40 30 20 10 05 06 07 08 09 Servcorp geographic spread* United Kingdom (1) United States of America (1) Saudi Arabia (1) Bahrain (2) Qatar (2) United Arab Emirates (3) Belgium (2) France (4) Japan (18) * Includes new floors committed at 30 June 09 (18) Australia (3) New Zealand (4) Singapore (6) China (2) Hong Kong (2) Malaysia (3) Thailand 3 Servcorp international Europe Greater China Paris, France Beijing Asia Singapore Level 5, Louis Vuitton Building Level 19, Office Tower E2 Penthouse Level & Level 42 101 Avenue des Champs Elysées The Towers, Oriental Plaza Levels 2 & 3 17-23 Square Edouard VII 1 East Chang An Avenue Dong Cheng District Suntec Tower Three 8 Temasek Boulevard Levels 30 & 31, Raffles Place Level 24, Tower 3, China Central Place Six Battery Road Level 2, Actualis 21-23 Boulevard Haussmann 77 Jianguo Road Chaoyang District Brussels, Belgium Chengdu Levels 20 & 21, Bastion Tower Level 18, The Office Tower 5 Place du Champ de Mars London, England Level 17, Dashwood House Shangri-La Centre No 9 Binjiang East Road Jin Jiang District 69 Old Broad Street Hong Kong (Opening December 2009) Level 39, One Exchange Square Middle East Manama, Bahrain Levels 22 & 41, West Tower Bahrain Financial Harbour King Faisal Highway Dubai, UAE Levels 41 & 42, Emirates Towers Sheikh Zayed Road Abu Dhabi, UAE Level 4, Building B Al Mamoura Mohammed Bin Khalifa Street (15th St) Doha, Qatar Levels 14 & 15, Commercialbank Plaza West Bay Jeddah, Saudi Arabia Level 9, Jameel Square Cnr Tahlia & Al Andalus Streets 8 Connaught Place Central Level 30, Bank of China Tower 1 Garden Road Central Level 19, Two International Finance Centre No 8 Finance Street Central (Opening December 2009) Shanghai Level 23, Citigroup Tower 33 Huayuanshiqiao Road Pudong Level 29, Shanghai Kerry Centre No.1515, Nan Jing Road West Jing An Hangzhou Units 107, 108 & 110, LYRA No 2 Science Technology Park Road Singapore Hangzhou Science Technology Park Kuala Lumpur, Malaysia Level 36, Menara Citibank 165 Jalan Ampang Level 20, Menara Standard Chartered 30 Jalan Sultan Ismail Bangkok, Thailand Levels 8 & 9, Zuellig House 1 Silom Road Bangrak Level 29, The Offices at Centralworld 999/9 Rama I Road Khwaeng Patumwan United States of America Chicago Level 42 155 North Wacker Drive (Opening February 2010) India Hyderabad Level 7, Maximus Towers Building 2A, Mindspace Mumbai Levels 7 & 8, Vibgyor Towers G Block C62 Bandra Kurla Complex 4 Openings in 2009 financial year Openings in 2010 financial year Osaka Level 26 Level 9, Edobori Centre Building 44 Market Street 2-1-1 Edobori, Nishi-ku Level 19, Hilton Plaza West Office Tower 123 Epping Road 2-2-2 Umeda, Kita-ku North Ryde Level 9, Avaya House Australia Adelaide Levels 24 & 30, Westpac House 91 King William Street Brisbane Level 24, AMP Place 10 Eagle Street Level 36, Riparian Plaza Levels 21 & 22 201 Miller Street North Sydney Level 32 101 Miller Street North Sydney Level 5, Nexus Building Norwest Business Park Columbia Court Baulkham Hills New Zealand Japan Tokyo Level 45, Sunshine 60 3-1-1 Higashi Ikebukuro, Toshima-ku Level 9, Tower B Ariake Frontier Building 3-1-25 Ariake, Koto-ku Level 27, Tokyo Sankei Building 1-7-2 Otemachi, Chiyoda-ku Level B1, AIG Building 1-1-3 Marunouchi, Chiyoda-ku Level 7, Wakamatsu Building 3-3-6 Nihonbashi-Honcho, Chuo-ku Level 32, Shinjuku Nomura Building 71 Eagle Street 1-26-2 Nishi-Shinjuku, Shinjuku-ku Canberra Level 21, Shiodome Shibarikyu Building Levels 6 & 11, St George Centre 1-2-3 Kaigan, Shiodome, Minato-Ku 60 Marcus Clarke Street Auckland Level 20, ASB Bank Centre 135 Albert Street Level 27, PWC Tower 188 Quay Street Wellington Level 16, Vodafone on the Quay 157 Lambton Quay Level 28, Shinagawa Intercity Tower A 2-15-1 Konan, Minato-ku Level 1, The Realm 18 National Circuit Level 11, Aoyama Palacio Tower 3-6-7 Kita-Aoyama, Minato-ku Level 18, Yebisu Garden Place Tower 4-20-3 Ebisu, Shibuya-ku Level 14, Hibiya Central Building 1-2-9 Nishi Shimbashi, Minato-ku Levels 16 & 27, Shiroyama Trust Tower 4-3-1 Toranomon, Minato-ku Melbourne Level 40 140 William Street Level 27 101 Collins Street Perth Level 28, AMP Tower 140 St Georges Terrace Level 18, Central Park Level 20, Marunouchi Trust Tower 152-158 St Georges Terrace Main 1-5-1 Marunouchi, Chiyoda-ku Sydney Nagoya Level 4, Nikko Shoken Building 3-2-3 Sakae, Naka-ku Level 40, Nagoya Lucent Tower 6-1 Ushijima-cho, Nishi-ku Level 17, BNP Paribas Centre 60 Castlereagh Street Level 29, Chifley Tower 2 Chifley Square Levels 56 & 57, MLC Centre 19 - 29 Martin Place 5 Chairman’s message ... ... we pay our shareholders to come for the ride 2009 was another record year for Servcorp, and its seventh consecutive year of growth. Despite the tough economic climate Servcorp was able to use the 2009 year to consolidate on several years of strong performance and lay a solid grounding for the years ahead. Revenue for the year was $228.65 million, an increase of 20% on 2008. Net profit after tax also increased – up 1% on 2008, to $34.10 million. Our mature floors contributed $54.36 million profit before tax, an increase of 3%, with all geographic sectors making important contributions. Earnings per share increased by 2% to 42.7 cents per share. Our senior leadership group adapted to the challenging times. Their teams maintained Servcorp’s philosophy of customer service with a focus on providing our clients with outstanding IT and communications infrastructure. Commitment to excellence in every aspect of our business is the foundation of Servcorp’s success. Virtual Office had a particularly strong 2009 financial year, recording double digit revenue and client growth. The new Virtual Office business model will further differentiate us in the market place. We are very excited about this product and the profits it will generate over the medium term and beyond. The Directors have declared a fully franked final dividend of 10.00 cents per share, bringing total dividends for the year to 25.00 cents per share, resulting in a payout to shareholders of approximately $20 million. All these dividends were fully franked. Toward the end of the 2008 year, the Board and management took the proactive measure of slowing the Company’s expansion program as we prepared to weather the global financial crisis. Consequently, only two new floors were opened in 2009. At the same time, cost control measures saw the closure of six underperforming floors. The focus was redirected to strong management and IT implementation as we refined our business model to accommodate the prevailing conditions. As mentioned in last year’s report, the global financial crisis presents us with risks on the one hand and potential opportunities on the other. Real estate opportunities abound globally, and we have evaluated a number of opportunities for growth in various geographies around the world. Expansion plans are well underway in existing markets and also in the new markets of the United Kingdom and the United States. There are plans to open 13 new locations in the 2010 financial year. This will be a major drain on our cash resources but we believe this is the time in the economic cycle to focus on significant expansion. That said, we will always retain sufficient liquidity to ensure the financial fabric of the organisation is never placed at risk. 6 ... we pay our shareholders to come for the ride At this stage we are cautious about providing guidance on the earnings outlook for the 2010 financial year. The combination of a challenging economic climate, a strong Australian dollar (with 70% of our profits earned offshore in the 2009 financial year) and the initial costs associated with our significant growth strategy referred to earlier, make guidance unusually difficult at this early stage in the trading year. We expect to be able to say more on this matter at our annual general meeting in November. We also hope to be able to provide guidance on the level of dividends for the 2010 financial year at that time. That said, we continue to be most optimistic about the prospects for the business over the medium and long term. On behalf of the Board, I thank our CEO, Alf Moufarrige, our leadership group and all the Servcorp team members for their dedication and commitment during the past year. 2009 has been Servcorp’s best year to date and we will continue to strive to maintain our position as the world’s finest serviced and virtual office provider. Bruce Corlett 7 CEO statement ... lucky the wings didn’t fall off! A tough year, but through diligence and focus we produced another record result. I am extremely excited about Servcorp’s future. We intend to significantly expand our global footprint over the coming 24 months. The current global financial crisis provides the perfect setting for this expansion. We have lower rents, space availability in five star buildings, a supply of capable executives on affordable terms, contractors and property experts on hand and keen for work. These conditions present significant opportunities but also substantial challenges. Our objective is to double our Virtual Office numbers from the current 20,000 packages to 40,000 over the next three years. This augers well for our medium and long term profitability. Our objective is to materially improve the quality of our sustainable revenue streams. We will no longer be merely a property arbitrage business. Head winds will be felt on both the mature and immature profit lines as we move across the world opening new centres in Japan (3), Jeddah, Kuwait, Abu Dhabi, London, New York (2), Chicago, Atlanta (2), Melbourne, Brisbane, Sydney, Hong Kong (2), Taiwan, Manila, Hangzhou and Vietnam. More locations are on our radar. There will be teething problems, but our platform allows us to leverage our critical mass. The intellectual property plus the world wide network and scalable software, gives us a centralised system to manage our thousands of clients across the globe. Office Squared, while significantly contributing through its software development programme, incurred losses of $4 million. However, real value was created through the scalable software products produced, which will be a real help in our rapid expansion plans. All development costs have been written off and the whole IT team is focused on our core Serviced Office and Virtual Office business. To the Serviced and Virtual Office Managers and their teams; thank you. It has been a trying year. To Head Office, Bruce and the Board; thank you for your guidance and help. This will be a year of change, laying the foundation for our future. Plans which should put us on track for years of profitable growth in the Serviced Office and Virtual Office market, where technically, we lead the world. 8 Alf Moufarrige New floors opening 09/10 ... prepare for take off Asia Middle East Hangzhou - July 2009 Abu Dhabi – September 2009 Hong Kong – December 2009 Jeddah – October 2009 Hong Kong - January 2010 Kuwait City - January 2010 Kowloon - January 2010 Singapore - November 2010 Europe Japan Marunouchi - November 2009 Fukuoka – December 2009 Shinjuku - December 2009 London – December 2009 United States of America Atlanta - January 2010 Chicago - February 2010 9 Community service ... every drop helps Servcorp’s community service focus is to support and assist continuing research into the prevention and cure of cancer and assisting young, seriously or terminally ill members of the community. Servcorp also contributed to many other local charitable organisations around the world. In 2008/2009 Servcorp donated in excess of $450,000. Servcorp holds charity functions and balls, runs raffles and undertakes donation drives all year round in all locations. Every dollar that is raised by our teams on the ground is matched dollar for dollar by Servcorp. This year the organisations we strongly supported included: In Australia, Youngcare continues to be the focus of our fundraising. For more information please visit their website at www.youngcare.com.au. Taine Moufarrige was appointed a Director of this organisation in June 2009. We are proud of the fact that we are a small Aussie company that always gives back to the community. Our donations bring real change and benefits to young people who suffer from debilitating diseases or misfortune. We’d like to thank our clients and those who contributed to the success of our fundraising for the year. Servcorp also sponsors and supports the Australian Chamber Orchestra and The Art Gallery of NSW. We will keep you updated. ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ The Rotary Club of Sydney Youngcare MRC Cancer Research Dry July MS Society The Cancer Council St Vincent Hospital - Sydney The Mater Hospital Breast Cancer Foundation MAKNA - KL Cancer Council Assisi Hospice - Singapore Tyler Foundation - Japan Seeing is Believing - Hong Kong RSPCA Victorian Bushfire Appeal Churchill Neighbourhood Centre Wildlife Victoria St John First Aid Gippsland Emergency Relief Fund NBCF Logo CMYK positive 10 The environment ... we removed a jumbo from the sky Servcorp acknowledges the seriousness of climate change and the significant impact high concentrations of greenhouse gases in the atmosphere is having on the planet. Servcorp also actively promotes processes to reduce overall paper usage, printer usage and energy consumption. Servcorp developed the Green Offices Project to highlight environmental issues within our business and our client base. Servcorp is proactive in protecting the environment from further damage and man-made impacts. The Green Offices Project encompasses all of the environmental action plans and initiatives taking place across our global network of offices. The project employs a three-pronged approach: to Reduce our environmental footprint; to Offset our existing footprint; and to Educate our team and clients about ways in which they can also reduce and offset their own environmental impact. Reduce Servcorp aims to reduce our environmental footprint through the development of efficient green technologies. We are the only Virtual Office provider in the world to offer complete provision of client services online, eliminating the requirement for paper based forms and administration. Our online sign-up facility eliminates more than 100 individual sheets of paper during the sign-up process – including contracts, instruction manuals and other general communications. Offset Initially, the aim of the Green Offices Project was to plant a tree for every Servcorp Virtual Office® set-up online. In partnership with Greenfleet, we achieved our interim goal of donating 10,000 trees by the end of 2008. During the 2008/2009 financial year, this commitment has been extended to incorporate further initiatives. The Servcorp Forest is now 11,500 trees and will offset more than 3,067 tonnes of carbon dioxide over the life of the trees. This is equivalent to removing 745 cars from the roads for one whole year or taking a jumbo jet which flies San Francisco to Sydney three times per week out of the skies for four months! Educate Servcorp is a supporter of Earth Hour (a World Wildlife Foundation initiative) and turned off all lights across our global network of locations. In 2009, Servcorp was one of the few supporters of Earth Hour on a global level and we believe that this initiative is a great way to increase awareness and action towards being more environmentally responsible. We will continue to work with WWF towards the United Nations Climate Change Conference at Copenhagen in late 2009. 11 Servcorp clients ... flying first class Servcorp Smart Office® Servcorp Smart Office® allows clients to run their businesses from the best CBD addresses and enjoy the benefits of team support and IT infrastructure, superior to that of a multi-national organisation. Clients have access to all of this without incurring the costs and financial commitment normally required to do so. Servcorp continues to provide the highest quality serviced offices in the industry with the highest-quality fit-outs and services. All this while maintaining a cost effectiveness which meets the needs of start-ups, SMEs and larger corporations. Servcorp clients come from a wide range of industries and we are proud to support all professions from accountants and lawyers to recruiters and journalists. Whilst technology development remains the driving force of the latest developments and our ability to stay a cut above the competition, Servcorp remains committed to the proven, international Servcorp model. We operate in only the best buildings in the best locations around the world, we hire and train only the best team of motivated and service-orientated people and we provide services and solutions which genuinely save our clients time and money. Servcorp Virtual Office® Servcorp Virtual Office® allows clients to leverage all of the services and solutions within our global network of serviced offices (Servcorp Smart Office®) without having to take a physical office. Clients can work predominantly from home or another location, yet enjoy everything they need to run their business professionally and effectively, without the cost of a full time office. Servcorp continues to experience growth from a variety of sources and has received excellent reviews of the, now globally available, online sign up and set up process. Servcorp is the only Virtual Office provider in the industry to have full provision of all of our services and solutions, online from anywhere in the world. The Servcorp world wide network Servcorp has invested more than US$40 million in infrastructure and continues to maintain and develop the exclusive Servcorp world wide network. Servcorp has an international team of IT experts to ensure 24 hour a day maintenance of the network and provide clients with immediate support and assistance. Servcorp’s technology developments maintain the single goal of providing new and innovative solutions and support tools to make our clients’ jobs easier. These innovations form the backbone of our increasingly broad portfolio of products including the recently launched Servcorp Onefax and Servcorp Onefone. By refusing to outsource such a core service, the Servcorp world wide network offers Servcorp clients unprecedented flexibility and control over all levels of service and support tools. 12 ITS ... innovation ... investment ... infrastructure The success of the deployment of our network platform and management systems is evident in the result of the last financial year. Following the deployment of the Virtual Office Sign-Up Online, both the Servcorp team and Servcorp clients have embraced our technology. This has led to a commitment by the Servcorp ITS team to improve workflow processes across the entire business in the same way we have for our Virtual Office clients. A focus has been put on improving the sale process for Servcorp team members and improving the initial Servcorp experience for clients. As our competitors deploy technology that Servcorp has implemented years ago, we push forward to deliver the latest technologies exclusively to Servcorp clients to ensure their competitive advantage and improve their chances of profitability and success as the economic climate continues to be difficult. The entire Servcorp ITS team including Development and Engineering, Unified Communications and Operations and Billing are working closely together to ensure our clients have the best possible experience and total control over their ready to use technology. The team is working to support Servcorp’s planned rapid expansion, and the scalable solutions development by Office Squared will be valuable. I must thank our brilliant team for the client driven solutions they have created in what has been a challenging environment. 13 Flight crew Marcus Moufarrige BCom CIO & General Manager Asia Susie Martin BEc General Manager Australia & New Zealand Olga Vlietstra BA General Manager Japan Wilma Wu BA (Hons) General Manager Greater China Laudy Lahdo BCom Senior Manager Dubai, Abu Dhabi & Bahrain Kureha Ogawa BA Senior Manager Japan Adeline Charles BBus Mktg Senior Manager Europe Deborah Sweetman Senior Manager Singapore & Malaysia 14 The Board Bruce Corlett Chairman Rick Holliday-Smith Non-Executive Director Julia King Non-Executive Director Alf Moufarrige Executive Director, CEO Taine Moufarrige Executive Director Thomas Wallace BBS, ACA Chief Financial Officer Nicole Billett M.Mgt, MBA General Manager Sales & Marketing Liane Gorman International Training & Development Manager Kristie Thomas BArts, BBus International Sales Manager Megan Gale Senior Manager Virtual Office Greg Pearce CA, ACIS Company Secretary Ryoma Eguchi BBus, M.IT Group Executive, IT & Solution Development Warren James Manager International Property Portfolio Daniel Kukucka BE Group Executive, Unified Communications Lachlan Buchanan BCom International Property Project Manager Sui Hua BCom Group Executive, Commercial Services 15 Corporate governance The Board has responsibility for the long-term health and Composition of the Board prosperity of Servcorp. The directors are responsible to the shareholders for the performance of the Company and the Consolidated Entity and to ensure that it is properly managed. The size and composition of the Board is determined by the Board, subject to the limits set out in Servcorp’s Constitution which requires a minimum of three directors and a maximum of The Board is committed to the principles underpinning the ASX twelve directors. Corporate Governance Council’s Corporate Governance Principles and Recommendations which became effective after 1 January The Board comprises five directors (two executive and three non- 2008. The Board is continually working to improve the Company’s executive). The non-executive directors are all independent. governance policies and practices, where such practices will bring benefits or efficiencies to the Company. There has been no change to the Board since the last annual Details of Servcorp’s compliance are set out below, and in the report. ASX principles compliance statement on pages 20 to 25 of this The Chairman of the Board, Mr Bruce Corlett, is an independent annual report. Compliance has been measured against the non-executive director. revised ASX principles. Role of the Board The non-executive directors bring to the Board an appropriate range of skills, experience and expertise to ensure that Servcorp is run in the best interest of all stakeholders. The skills, The Board has adopted a formal statement of matters reserved experience and expertise of each director in office at the date of for the Board. The central role of the Board is to set the this annual report is set out on pages 26 and 27 of this annual Company’s strategic direction and to oversee the Company’s report. The Board will continue to be made up of a majority of management and business activities. independent non-executive directors. The performance of non- executive directors was reviewed during the year. Responsibility for management of the Company’s business activities is delegated to the CEO and management. The names of the directors of the Company in office at the date of this annual report are set out in the following table. The Board’s primary responsibilities are: ▪ the protection and enhancement of long-term shareholder value; ▪ ensuring Servcorp has appropriate corporate governance structures in place; ▪ providing strategic direction, including reviewing and determining goals for management; ▪ monitoring management’s performance within that framework; ▪ appointing the Chief Executive Officer and evaluating his ▪ ▪ performance and remuneration; monitoring business performance and results; identifying areas of significant risk and ensuring adequate controls are in place to manage those risks; ▪ establishing appropriate standards of ethical behaviour and a ▪ ▪ culture of corporate and social responsibility; approving executive remuneration policies; ratifying the appointment of the Chief Financial Officer and the Company Secretary; ▪ ensuring compliance with continuous disclosure policy in accordance with the Corporations Act 2001 and the Listing ▪ ▪ ▪ Rules of the Australian Securities Exchange; reporting to shareholders; approval of the commitment to new locations; ensuring the Board is, and remains, appropriately skilled to meet the changing needs of the Company. Corporate Governance 16 Names of directors in office at the date of this annual report Director First appointed Non- Independent executive Retiring at 2009 AGM Seeking re-election at 2009 AGM B Corlett 19 October 1999 R Holliday-Smith 19 October 1999 J King 24 August 1999 A G Moufarrige 24 August 1999 T Moufarrige 25 November 2004 Yes Yes Yes No No Yes Yes Yes No No No No Yes No No No No Yes No No Directors’ independence Independent professional advice It is important that the Board is able to operate independently of Each director has the right to seek independent professional executive management. advice, at Servcorp’s expense, to help them carry out their responsibilities. Prior approval of the Chairman is required, which The non-executive directors are considered by the Board to will not be unreasonably withheld. A copy of advice received by be independent of management. Independence is assessed by the director is made available to all other members of the Board. determining whether the director is free of any business interest or other relationship which could materially interfere with the Ethical standards exercise of their unfettered and independent judgement and their ability to act in the best interests of Servcorp. None of the non-executive directors have ever been employed by Servcorp. Ms J King is the sister of Mr A G Moufarrige, but All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of Servcorp. she has no joint financial interests in Servcorp or otherwise. Ms Codes of conduct, outlining the standards of personal and King is an experienced business woman who sits on several other corporate behaviour to be observed, form part of Servcorp’s public company boards. Ms King, and the other independent management and team manuals. directors, believe her relationship with Mr A G Moufarrige does not impair her exercising independent judgement. Election of directors The Company’s Constitution specifies that an election of directors must take place each year. One-third of the Board (excluding the Managing Director and rounded down to the nearest whole number), and any other director who has held office for three or more years since they were last elected, must retire from office at each annual general meeting. The directors are eligible for re-election. Directors may be appointed by the Board during the year. Directors appointed by the Board must retire from office at the next annual general meeting. Any changes to directorships will be dealt with by the full Board and accordingly a Nomination Committee has not been established. Director and officer dealings in Company shares Servcorp policy prohibits directors, officers and senior executives from dealing in Company shares or exercising options: ▪ in the six weeks prior to the release of the Company’s half- year and full-year results to the ASX; or ▪ whilst in possession of price sensitive information. Directors must discuss proposed purchases or sales of shares in the Company with the Chairman before proceeding. Directors must also notify the Company Secretary when they buy or sell shares in the Company. This is reported to the Board. In accordance with the provisions of the Corporations Act 2001 and the Listing Rules of the ASX, each director has entered into an agreement with the Company that requires disclosure to the Company of all information needed for it to comply with the obligation to notify the ASX of directors’ holdings and interests in its securities. Servcorp Annual Report 2009 17 Conflict of interest Committees In accordance with the Corporations Act 2001 and the Company’s The Board does not delegate major decisions to committees. Constitution directors must keep the Board advised, on an Committees are responsible for considering detailed issues ongoing basis, of any interest that would potentially conflict and making recommendations to the Board. The Board has with those of Servcorp. Where the Board believes that an actual established two committees to assist in the implementation of its or potential significant conflict exists, the director concerned, corporate governance practices. if appropriate, will not take part in any discussions or decision making process on the matter and abstains from voting on Audit and Risk Committee the item being considered. Details of director related entity transactions with the Company and the Consolidated Entity are The members of the Audit and Risk Committee during the year set out in Note 28 to the financial statements. were: Continuous disclosure Servcorp is committed to ensuring that all shareholders and investors are provided with full and timely information and that all stakeholders have equal and timely access to material information concerning the company. Procedures are in place to ▪ ▪ ▪ Mr R Holliday-Smith (Chair) Mr B Corlett Ms J King The members are all independent non-executive directors. The chairman of the Audit and Risk Committee is independent and is ensure that all price sensitive information is disclosed to the ASX not the chairman of the Board. in accordance with the continuous disclosure requirements of the Corporations Act 2001 and ASX Listing Rules. The Company Secretary has been appointed as the person responsible for communications with the ASX. Auditor independence The role of the Audit and Risk Committee is to assist the Board to meet its oversight responsibilities in relation to the Company’s financial reporting, internal control structure, risk management procedures and the external audit function. In doing so, it is the committee’s responsibility to maintain free and open communication between the committee and the external auditors and the management of Servcorp. The Company’s auditors Deloitte Touche Tohmatsu (Deloitte) were appointed at the annual general meeting of the Company on 6 November 2003. The external auditors, the Chief Executive Officer, the Chief Financial Officer and other senior management may attend committee meetings by invitation. The Lead Partner since Deloitte’s appointment, Mr P Forrester, completed his five year tenure upon signing the financial report for the year ended 30 June 2008. In accordance with the mandatory requirements under the Corporations Law, Mr Forrester rotated off the Servcorp audit engagement and was replaced by Mr S Gustafson as Lead Partner. Mr S Gustafson will be due for rotation following the completion of the audit for the year ending 30 June 2013. Deloitte have established policies and procedures designed to ensure their independence, and provide the Audit and Risk Committee with an annual confirmation as to their independence. The Audit and Risk Committee met three times during the year. The committee meets with the external auditors without management being present before signing off its reports each half year. The committee Chairman also meets with the auditors at regular intervals during the year. Corporate Governance 18 The responsibilities of the Audit and Risk Committee as stated in Remuneration Committee its charter include: The Remuneration Committee members during the year were: ▪ reviewing the financial reports and other financial information distributed externally; ▪ ▪ improving the quality of the accounting function; reviewing external audit reports to ensure that where major deficiencies or breakdown in controls or procedures have ▪ ▪ ▪ Ms J King (Chair, Non-Executive Director) Mr B Corlett (Non-Executive Director) Mr T Moufarrige (Executive Director) been identified appropriate and prompt remedial action is The role of the Remuneration Committee is to assist the Board by taken by management; adopting remuneration policy and practices that: ▪ reviewing the Company’s policies and procedures for compliance with Australian equivalents to International Financial Reporting Standards; ▪ reviewing the nomination, fees, independence and ▪ ▪ ▪ supports the Board’s overall strategy and objectives; attracts and retains key employees; links total remuneration to financial performance and the performance of the auditor; attainment of strategic objectives. ▪ liaising with the external auditors and ensuring that the statutory annual audit and half-yearly review are conducted Specifically this will include: in an effective manner; ▪ monitoring the internal control framework and compliance ▪ remuneration policy and its application to the Chief Executive structures and considering enhancements; Officer and those who report to the Chief Executive Officer; ▪ ▪ monitoring the compliance with appropriate ethical standards; monitoring the procedures in place to ensure compliance with ▪ ▪ adoption of short-term and long-term incentive plans; determination of levels of reward to the Chief Executive the Corporations Act 2001, ASX Listing Rules and all other Officer and approval of rewards to those who report to the regulatory requirements; Chief Executive Officer; ▪ addressing any matters outstanding with the auditors, ▪ ensuring the total remuneration policy and practices are taxation authorities, corporate regulators, Australian designed with full consideration of all tax, accounting, legal Securities Exchange and financial institutions; and regulatory requirements. ▪ reviewing reports on any major defalcations, frauds and thefts from the Company; The Remuneration Committee is committed to the principles of ▪ overseeing the risk management framework. accountability, transparency and to ensuring that remuneration arrangements demonstrate a clear link between reward and performance. The Remuneration Committee met twice during the year. The Chief Executive Officer may attend committee meetings by invitation to assist the committee in its deliberations. Servcorp Annual Report 2009 19 ASX principles compliance statement This table provides a description of the manner in which Servcorp complies with the ASX Corporate Governance Principles and Recommendations, or where applicable, an explanation of any departures from the Principles. Compliance has been measured against the revised ASX Principles effective after 1 January 2008. Principle 1 Lay solid foundations for management and oversight Establish and disclose the respective roles and responsibilities of board and management. Recommendation 1.1 Establish the functions reserved to the board and those delegated to senior executives and disclose those functions. Servcorp Board Response The Board has adopted a charter that sets out the responsibilities reserved by the Board and those delegated to the Managing Director and senior executives. Recommendation 1.2 Disclose the process for evaluating the performance of senior executives. Servcorp Board Response The process for evaluating the performance of senior executives is included in the remuneration report on pages 34 to 41 of this annual report. Recommendation 1.3 Provide the information indicated in the Guide to reporting on Principle 1. Servcorp Board Response All relevant information is included in the corporate governance section on pages 16 to 25 of this annual report. Principle 2 Structure the board to add value Have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. Recommendation 2.1 A majority of the board should be independent directors. Servcorp Board Response The Board has a majority of independent directors. All the currently serving non-executive directors are independent. Recommendation 2.2 The chair should be an independent director. Servcorp Board Response The Chair is an independent director. Recommendation 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. Servcorp Board Response The roles of Chair and Managing Director/CEO are separated. Recommendation 2.4 The board should establish a nomination committee. Servcorp Board Response The Board has not established a nomination committee. Given the size of the current Board, efficiencies are not forthcoming from a separate committee structure. Selection and appointment of new directors is undertaken by consideration of the full Board. Any director appointed by the Board must retire from office at the next annual general meeting and seek re-election by shareholders. Corporate Governance 20 ASX principles compliance statement (continued) Recommendation 2.5 Disclose the process for evaluating the performance of the board, its committees and individual directors. Servcorp Board Response The Board operates under a code of conduct which recognises that strong ethical values must be at the heart of director and Board performance. The non-executive directors evaluate individual director’s performance and also the Board’s performance. As a tool to evaluation, a questionnaire is completed annually by the non-executive directors with the responses assessed and discussed by the non-executive directors. Recommendation 2.6 Provide the information indicated in the Guide to reporting on Principle 2. Servcorp Board Response All relevant information is included in the corporate governance section on pages 16 to 25 of this annual report. Principle 3 Promote ethical and responsible decision-making Actively promote ethical and responsible decision-making. Recommendation 3.1 Establish a code of conduct and disclose the code or a summary of the code as to: ▪ ▪ the practices necessary to maintain confidence in the company’s integrity; the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; ▪ the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. Servcorp Board Response The Company has established codes of conduct and ethical standards which all directors, executives and employees are expected to uphold and promote. They guide compliance with legal requirements and ethical responsibilities, and also set a standard for employees and directors dealing with Servcorp’s obligations to external stakeholders. In regard to stakeholders, the Company: ▪ ▪ ▪ ▪ ▪ reports its financial performance twice a year to the Australian Securities Exchange; maintains a website; publishes external announcements to the website and maintains these announcements for at least two years; at general meetings, shareholders are given a reasonable opportunity to ask questions; analyst briefings are held following the release of the half-year and full-year financial results. Recommendation 3.2 Establish a policy concerning trading in company securities by directors, senior executives and employees, and disclose the policy or a summary of that policy. Servcorp Board Response The Board has approved a policy concerning trading in company securities, the details of which are disclosed in the corporate governance section on page 17 of this annual report. Recommendation 3.3 Provide the information indicated in the Guide to reporting on Principle 3. Servcorp Board Response The information is made publicly available by inclusion of the main provisions in the annual report. Complete versions are not available on the Company’s website as they form part of manuals which are proprietary and confidential. Servcorp Annual Report 2009 21 ASX principles compliance statement (continued) Principle 4 Safeguard integrity in financial reporting Have a structure to independently verify and safeguard the integrity of the company’s financial reporting. Recommendation 4.1 The board should establish an audit committee. Servcorp Board Response The Board has established an Audit and Risk Committee. Recommendation 4.2 The audit committee should be structured so that it: ▪ ▪ ▪ ▪ consists only of non-executive directors; consists of a majority of independent directors; is chaired by an independent chair, who is not chair of the board; has at least three members. Servcorp Board Response All three members of the Audit and Risk Committee are independent non-executive directors, and the Chair of the committee is not the Chair of the Board. Recommendation 4.3 The audit committee should have a formal charter. Servcorp Board Response The Audit and Risk Committee has a formal charter which sets out its specific roles and responsibilities and composition requirements. Recommendation 4.4 Provide the information indicated in the Guide to reporting on Principle 4. ▪ the names and qualifications of those appointed to the audit committee, and their attendance at meetings of the committee; ▪ the number of meetings of the audit committee. Servcorp Board Response This information is provided on pages 18, 26 and 27 of this annual report. Recommendation 4.4 ▪ procedures for the selection and appointment of the external auditor, and for the rotation of (continued) external audit engagement partners. Servcorp Board Response The external auditor, Deloitte Touche Tohmatsu (Deloitte), under the scrutiny of the Audit and Risk Committee, presently conducts the statutory audits in return for reasonable fees. Deloitte were appointed at the annual general meeting of the Company held on 6 November 2003. The committee also has specific responsibility for recommending the appointment or dismissal of external auditors and monitoring any non-audit work carried out by the external audit firm. No director has any association, past or present, with the external auditor. Deloitte rotate their audit engagement partner every five years. Corporate Governance 22 ASX principles compliance statement (continued) Principle 5 Make timely and balanced disclosure Promote timely and balanced disclosure of all material matters concerning the company. Recommendation 5.1 Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. Servcorp Board Response The Company has established a continuous disclosure compliance plan. The Board and management continually monitor information and events and their obligation to report any matters. Responsibility for communications to the ASX on all material matters rests with the Company Secretary following consultation with the Chair and Managing Director. Recommendation 5.2 Provide the information indicated in the Guide to reporting on Principle 5. Servcorp Board Response There is no further information to be provided. Principle 6 Respect the rights of shareholders Respect the rights of shareholders and facilitate the effective exercise of those rights. Recommendation 6.1 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose the policy or a summary of that policy. Servcorp Board Response Servcorp aims to communicate clearly and transparently with shareholders and the community. Servcorp places company announcements on its website and also displays annual and half-year reports. Shareholders are given a reasonable opportunity to ask questions at the annual general meeting. Recommendation 6.2 Provide the information indicated in the Guide to reporting on Principle 6. Servcorp Board Response The information has been provided in the response to recommendation 6.1. Servcorp Annual Report 2009 23 ASX principles compliance statement (continued) Principle 7 Recognise and manage risk Establish a sound system of risk oversight and management and internal control. Recommendation 7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. Servcorp Board Response Management has a sound and comprehensive understanding of the inherent risks of the business which have been identified and managed through the experience of the Chief Executive Officer and long serving executives. Management have identified and documented the key risks of the business across the spectrum of strategic, information technology, human resources, operational, financial and legal/ compliance. The company does not have formal written policies for all aspects of its risk oversight and management. The company is a globally run business where senior executives have oversight through the systems and reporting mechanisms of all activities in all global locations. The systems infrastructure is centrally managed through a small group of senior executives. Management’s objective is to create a culture for all executives to focus on risk as a natural part of their day to day activities. The senior executives responsible for the day to day management of key risks have been identified. Many processes are documented through the Company’s manuals which are proprietary and confidential, and these are being strengthened and improved with time. Business processes are continually improved to reduce the potential for financial loss. Recommendation 7.2 The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. Servcorp Board Response The Board has established an Audit and Risk Committee that is comprised only of non-executive directors. The Committee reviews the Company’s risk management strategy, its adequacy and effectiveness and the communication of risks to the Board. The Committee is satisfied that the Company and management have a culture of risk control and are in the early stages of formalising the infrastructure of this culture. Although not all policies have been formally documented, the identified risks are tightly controlled and being managed effectively. The Company is heavily reliant on financial controls and senior executive controls. Day to day responsibility is delegated to the Chief Executive Officer and senior management. The Chief Executive Officer and senior management are responsible for: ▪ ▪ ▪ ▪ identification of risk; monitoring risk; communication of risk events to the Board; and responding to risk events, with Board authority. The Board defines risk to be any event that, if it occurs, will have a material impact on the ability of the Company to achieve its objectives. Risk is considered across the financial, operational and organisational aspects of the Company’s affairs. The Audit and Risk Committee are working with management to ensure continuous improvement to the risk management and internal control systems. The Company’s auditors have confirmed to the Committee that the financial and IT controls are of a high standard. Corporate Governance 24 ASX principles compliance statement (continued) Recommendation 7.3 The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Servcorp Board Response The Chief Executive Officer and Chief Financial Officer provide such assurance. Recommendation 7.4 Provide the information indicated in the Guide to reporting on Principle 7. Servcorp Board Response This information is provided above. Principle 8 Remunerate fairly and responsibly Ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear. Recommendation 8.1 The board should establish a remuneration committee. Servcorp Board Response The Board has established a Remuneration Committee. Recommendation 8.2 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. Servcorp Board Response This information is provided in the remuneration report on page 34 of this annual report. Recommendation 8.3 Provide the information indicated in the Guide to reporting on Principle 8. ▪ the names of the members of the remuneration committee and their attendance at meetings of the committee. Servcorp Board Response This information is provided on pages 19 and 27 of this annual report. Recommendation 8.3 ▪ the existence and terms of any schemes for retirement benefits, other than superannuation, (continued) for non-executive directors. Servcorp Board Response There are no such schemes in existence. Servcorp Annual Report 2009 25 Directors’ report The directors present their report together with the Financial Rick Holliday-Smith Report of Servcorp Limited (“the Company”) and the consolidated Independent non-executive director Financial Report of the “Consolidated Entity”, being the Company BA (Hons), CA, FAICD and its controlled entities, for the financial year ended 30 June 2009. Directors The directors of the Company at any time during or since the end of the financial year are: Alf Moufarrige Managing director Chief Executive Officer Appointed August 1999 Alf is one of the global leaders in the serviced office industry, with 30 years of experience. Alf is primarily responsible for Chair of Audit and Risk Committee Appointed October 1999 Rick spent over 11 years in Chicago in the roles of Divisional President of global trading and sales for NationsBank, N.A. and, prior to that, Chief Executive Officer of Chicago Research and Trading Group Limited. Rick also spent over 4 years in London as Managing Director of Hong Kong Bank Limited, a wholly owned merchant banking subsidiary of HSBC Bank. Rick is currently a director of ASX Limited and Cochlear Limited. He is also Chair of Snowy Hydro Limited. Rick has a Bachelor of Arts (Hons) from Macquarie University, is a Chartered Accountant and is a Fellow of the Australian Institute of Company Directors. Servcorp’s expansion, profitability, cash generation and currency Directorships of listed entities in the last three years: management. Directorships of listed entities in the last three years: ▪ None. Bruce Corlett Chair and independent non-executive director BA, LLB Member of Audit and Risk Committee Member of Remuneration Committee Appointed October 1999 ▪ ▪ ▪ ▪ ▪ ASX Limited since July 2006; Cochlear Limited since February 2005; DCA Group Limited from October 2004 to December 2006; SFE Corporation Limited from April 2002 to July 2006 (Chair); St George Bank Limited from February 2007 to December 2008. Julia King Independent non-executive director Member of Audit and Risk Committee Chair of Remuneration Committee Appointed August 1999 Over the past 30 years Bruce has been a director of many publicly listed companies. He has an extensive business background involving a range of industries including banking, property and maritime. His current directorships include Trust Company Limited (Chair). Bruce is also chair of the Mark Tonga Perpetual Relief Trust, a Director of Lifestart Co-operative Limited and an Ambassador of The Australian Indigenous Education Foundation. Directorships of listed entities in the last three years: Julia has had more than 30 years experience in strategic marketing and advertising. She was Chief Executive of the LVMH fashion group in Oceania and developed the business in this area. Prior to joining LVMH Julia was Managing Director of Lintas, a multinational advertising agency. Julia is currently a non-executive director of Fairfax Media Limited and Opera Australia. She has been a director of Country Road and MMI Insurance, on the Australian Government’s Task Force for the restructure of the wool industry and a member of the Council of the National Library. ▪ Adsteam Marine Limited from March 1997 to May 2007 (Chair); ▪ ▪ ▪ Stockland Trust Group from October 1996 to October 2008; Tooth and Co. Limited since September 1999; Trust Company Limited since October 2000 (Chair). Directorships of listed entities in the last three years: ▪ ▪ Fairfax Media Limited since July 1995; Retail Cube Limited from January 2006 to October 2006. Directors’ Report Corporate Governance 26 26 Directors (continued) Company Secretary Taine Moufarrige Executive director BA, LLB Member of Remuneration Committee Appointed November 2004 Taine joined Servcorp in 1996 as a Trainee Manager. Taine is now responsible for operations in Australia, New Zealand, India and the Middle East and for the strategic growth of the Company in these regions. Taine played a key role in establishing Servcorp locations in Europe, the Middle East, New Zealand, throughout Australia and Greg Pearce B Com, CA, ACIS Appointed August 1999 Greg joined Servcorp in 1996 as Financial Controller and was appointed to his current role of Company Secretary during the Company’s IPO in 1999. Prior to joining Servcorp Greg spent ten years working in the information technology business and the 11 years prior to that working in audit and business services. Greg is a Chartered Accountant and is an Associate of Chartered Secretaries Australia. in India through the Company’s franchise venture. Directors’ meetings Taine is also responsible for the philanthropic activities of Servcorp. The number of directors’ meetings held (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year is Directorships of listed entities in the last three years: set out in the following table. ▪ None. Directors’ attendances at meetings Director Number of meetings held: Number of meetings attended: B Corlett R Holliday-Smith J King A G Moufarrige T Moufarrige Board Audit & Risk Remuneration meetings committee committee 3 3 3 3 11 11 11 10 9 10 2 2 2 2 The details of the function and membership of the committees are presented in the corporate governance statement on pages 18 and 19. Servcorp Annual Report 2009 Servcorp Annual Report 2009 27 27 - - - - - Directors’ interests The relevant interest of each director in the share capital of the companies within the Consolidated Entity, as notified by the directors to the Australian Securities Exchange in accordance with s205G (1) of the Corporations Act 2001, at the date of this report is set out in the following table. Director B Corlett Ordinary shares in Servcorp Limited Options over ordinary shares Direct - Indirect 413,474 R Holliday-Smith 250,000 - J King - 96,400 A G Moufarrige (i) 540,890 47,962,045 T Moufarrige (i) 59,992 1,800,000 Notes: i. T Moufarrige has advised the Company that he has a relevant interest in 1.8 million shares. The shares are registered in the name of Sovori Pty Ltd and are also included in the indirect interest of A G Moufarrige. Directors’ Report Corporate Governance 28 28 Principal activities Dividends The principal activities of the Consolidated Entity during the Dividends totalling $19.92 million have been paid or declared by course of the financial year were the provision of executive the Company in relation to the financial year ended 30 June 2009 serviced and virtual offices and IT, communications and (2008: $16.09 million). secretarial services. There were no significant changes in the nature of the activities current financial year, including dividends paid or declared by of the Consolidated Entity during the year. the Company since the end of the previous year is set out in the Information relating to dividends in respect of the prior and following table. Consolidated results Net profit after tax for the financial year was $34.10 million (2008: $33.83 million). Operating revenue was $219.39 million (2008: $181.62 million). Basic and diluted earnings per share was 42.7 cents (2008: 42.0 cents). Dividends paid and declared Type In respect of the previous financial year: 2008 Special Ordinary shares Interim Ordinary shares Final Ordinary shares In respect of the current financial year: 2009 Cents per share 5.00 7.50 7.50 Total Date of payment Franked Tax rate amount $’000 % for franking credit 4,023 20 December 2007 100% 6,035 3 April 2008 100% 6,035 2 October 2008 100% 30% 30% 30% 30% 30% 30% Special Ordinary shares 5.00 4,023 10 December 2008 100% Interim Ordinary shares 10.00 8,047 2 April 2009 100% Final Ordinary shares 10.00 7,847 1 October 2009 100% Servcorp Annual Report 2009 Servcorp Annual Report 2009 29 29 Review of operations Serviced Offices Revenue from ordinary activities for the twelve months ended 30 June 2009 was $228.65 million, up 20% from the twelve months ended 30 June 2008. During the year the Australian dollar depreciated significantly against all major currencies. The Australian dollar dropped by an average of 25% against the Japanese yen, 17% against the US dollar and 11% against the Euro. This strong depreciation in the Australian dollar over the year has had a positive impact on the consolidated revenues The global economic crisis has impacted Serviced Office enquiry levels and has caused a compression in margins. Management’s focus in the 2009 financial year was on mitigating risk in the core business by reducing non essential costs and by closing non performing locations. A total of six underperforming floors were closed during the financial year ended 30 June 2009, with plans to close a further two floors in the 2010 financial year. Floor closure costs included in the results for the twelve months ended and profit for the twelve months ended 30 June 2009. When 30 June 2009 were $4.62 million. expressed in constant currency terms, revenue increased by 1% compared to the 2008 year. Average mature floor occupancy for the twelve month ended 30 June 2009 has softened to 79% (twelve months ended 30 June Net profit before tax for the twelve months to June 2009 2008: 84%). was $47.28 million, up 6% compared to the prior year. When expressed in constant currency terms, net profit before tax As at 30 June 2009 Servcorp operated 67 floors in 22 cities in 13 increased by 2% compared to the twelve months ended 30 June countries. 2008. Virtual Office The result for the twelve months ended 30 June 2009 included realised and unrealised foreign currency gains in the amount of Virtual Office continued to grow strongly during the 2009 financial $3.87 million. The gains largely arose from foreign currency cash year recording double digit revenue and client growth for the balances held at 30 June 2008 that were converted to Australian twelve months ended 30 June 2009. dollars at rates that were significantly better than exchange rates at 30 June 2008. Of a total Australian dollar equivalent cash Servcorp software development teams have created the virtual balance of $83.96 million at 30 June 2009, $10.64 million (net of software suite of products over a 10 year period. In the last foreign currency exchange contracts) was held in currencies other twelve months there have been significant software refinements than Australian dollars. allowing improved marketability and scalability, including the launch of the sign up online website. A weak Australian dollar has strengthened Servcorp’s balance sheet as at 30 June 2009. Assets held in foreign currencies were Automation of the sign-up process is a major milestone for translated into Australian dollars at stronger rates than at 30 June the Virtual Office product and transforms a previously manual 2008. The foreign currency translation reserve has moved from multi-step process into a 2-3 minutes fully automated online a deficit of $14.97 million at 30 June 2008 to a deficit of $8.57 process that allows access to the Virtual Office range of services million at 30 June 2009. The net asset position for Servcorp as a and online access to many of Servcorp’s global Serviced Office whole has increased by 14% to $145.29 million at 30 June 2009. capabilities. Cash generated from operating activities after tax payments Continued effort on search engine optimisation of key words has decreased by 16% to $43.02 million for the twelve months ended realised promising results. Where locations have been ‘optimised’ 30 June 2009 (twelve months ended 30 June 2008: $51.19 correctly there has been an identifiable direct increase in website million). The drop is largely attributable to the movements in enquiries and online sales. working capital balances between 30 June 2008 and 30 June 2009. A new approach to the Virtual Office business has been trialled with positive outcomes in two pilot locations. These locations are Net tangible asset backing per share was $1.65 per share as at at the Norwest location in Western Sydney and Ariake in Tokyo’s 30 June 2009 compared to $1.39 as at 30 June 2008, an increase outskirts. This new focused approach has led to strong Virtual of 19%. Office growth in both locations to a point where Virtual Office related revenue exceeds rental expense. Further, it appears clear that the new approach reduces client churn and increases revenue as clients have access to and book more services online. Directors’ Report Corporate Governance 30 30 Review of operations (continued) Europe & Middle East Virtual Office (continued) Mature floors Mature floor performance in Europe and the Middle East was very These results from the two pilot sites have been very encouraging strong for the twelve months ended 30 June 2009. Mature floor and have led to a full review of our Office Squared and Virtual revenue from ordinary activities increased by 39% to $36.29 Office activities. Office Squared is being significantly scaled down million. Net profit before tax on mature floors increased by 41% and the related software capabilities are now being focused compared to the prior year. towards Virtual Office. It is still expected that Office Squared will make a sound contribution, but this is now seen to be over a Operations in the Middle East performed exceptionally in the longer period. Over the coming months we will actively review the twelve months to 30 June 2009 however a slowdown in this business model for Virtual Office that will lead to a new business market is now apparent and this will have an impact on the model. results of future years. The likely business model outcome could see smaller Serviced Office floors in prime locations around the world with a larger focus on Virtual Office as a key driver of revenue. This new The performance of both Paris and Brussels was encouraging during the year. The benefits of the closure of one floor and the conference centre in Paris in June 2008 are now being realised. Virtual Office model would compliment and enhance the existing The Brussels location is now contributing positively to net profit Serviced Office business and further differentiate Servcorp in the before tax. The strength of the Euro and the US dollar against the market place. Australian dollar had a positive impact on the Australian dollar result for the twelve months ended 30 June 2009. This potential up-scaling of the Virtual Office product could be very attractive based on early results. It should lead to strong Immature floors increases in revenues from our existing locations as well as additional revenues from the new locations Servcorp plans to Two floors in Qatar were immature as at 30 June 2009. The immature floor loss was $0.69 million for the twelve months open around the world. At the same time there are important ended 30 June 2009. risks to manage including client churn and continued system enhancements that will become clearer over the coming months. Australia & New Zealand Japan & Asia Mature floors The performance of the mature floors in Japan and Asia was mixed during the year. South East Asia and China saw strong growth in local currency revenues and profits during the year however enquiries softened in the second half of the 2009 financial year. Japan saw a drop in Japanese yen revenues and profits over the period as the effects of a slowing Japanese economy and increased competition took effect. The Australian dollar results for the segment for the twelve months ended 30 Mature floors Trading conditions in Australia and New Zealand were difficult during the year. Increased competition and vacancy rates in capital cities impacted revenue and profits. The financial centres of Sydney and Melbourne have been impacted by the global financial crisis and the resource cities of Perth, Brisbane and Adelaide have been affected by the mining slow down. The New Zealand market is holding up surprisingly well given the severity of trading conditions in both Auckland and Wellington. June 2009 was positively affected by the depreciation in value of Mature floor revenue from ordinary activities decreased by 8% to the Australian dollar. $48.44 million when compared to the prior year. Mature floor net profit before tax decreased by 20% to $14.73 million. Mature floor revenue from ordinary activities increased by 27% to $124.85 million. Mature floor net profit before tax decreased by Immature floors 5% to $24.72 million for the twelve months ended 30 June 2009. Four floors in Australia and New Zealand were immature during Immature floors the year. Immature floor losses in the twelve months ended 30 June 2009 were $1.83 million. One floor in Beijing was immature as at 30 June 2009. The net loss before tax on immature floors was $0.42 million. Office Squared Office Squared The Office Squared losses in Japan and Asia for the twelve months were $2.49 million. The Office Squared loss before tax in Australia for the twelve months ended 30 June 2009 was $1.65 million. Servcorp Annual Report 2009 Servcorp Annual Report 2009 31 31 Review of operations (continued) Events subsequent to balance date Office Squared Dividend Office Squared is currently involved in three projects, namely Nexus in Sydney, I–City in Malaysia and Singapore Hangzhou On 19 August 2009 the directors declared a fully franked final dividend of 10.00 cents per share, payable on 1 October 2009. Science Technology Park in China. The Office Squared business has been impacted by the global The financial effect of the above transaction has not been brought to account in the financial statements for the year ended 30 June economic crisis. I-City in particular has experienced a lower take up of services than anticipated, largely attributable to the slow take up of space by tenants. The Office Squared head office team 2009. Options was restructured in June 2009 which had the effect of halving ongoing running costs. The majority of costs to date associated with Office Squared relate to the development of products, the marketing of products and the implementation of large scale networks. No development costs have been capitalised in the balance sheet and all costs have been expensed as incurred. Many of the developments undertaken by Office Squared will benefit the overall Servcorp 240,000 options granted under the Executive Share Option Scheme on 22 September 2008 lapsed subsequent to the end of the financial year. The options did not vest in the optionholder as the Consolidated Entity’s EPS performance for the 2009 financial year did not meet the minimum EPS performance hurdles. The audited EPS growth for the 2009 financial year was 1.7% and the minimum EPS performance hurdle is 10%. Under the terms of the Executive Share Option Scheme, any options that do not become suite of software products, including Virtual Office solutions in the vested will lapse immediately. medium to long term. The current focus for the Office Squared management team is to consolidate the three current active projects to ensure successful delivery. The loss for Office Squared for the year was $4.14 million (twelve The directors are not aware of any matter or circumstance, other than that referred to above or in the financial statements or notes thereto, that has arisen since the end of the year that has significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity, in future financial months ended 30 June 2008: $3.02 million), which was disclosed years. in the above segment reports. India franchise Likely developments The Indian real estate market collapsed in the first half of the to increase the profitability and market share of its major business The Consolidated Entity will continue to pursue its policy of seeking 2009 financial year. Our Indian franchisee is adopting a wait and sectors during the next financial year. see approach before committing to any new expansion. Servcorp does not have any direct exposure to the Indian market and at Further information about likely developments in the operations present the Indian franchise business is at breakeven. of the Consolidated Entity and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Consolidated Entity. Location Offices Opened Level 30, Westpac House Level 32, 101 Miller Street, North Sydney 43 35 September 2008 December 2008 New locations City Adelaide Sydney Directors’ Report Corporate Governance 32 32 Options granted During the year or since the end of the financial year, the Company granted options over unissued ordinary shares of the Company as follows: Grant date Expiry date Exercise price Number of shares 22 September 2008 22 September 2013 $3.62 240,000 All options were granted during the financial year. No options have been granted since the end of the financial year. Options granted to directors or the five most highly remunerated officers of the Company as part of their remuneration are detailed in the Remuneration report on page 38. Options on issue At the date of this report unissued ordinary shares of the Company under option are: Grant date Expiry date Exercise price Number of shares Earliest exercise date 22 February 2008 22 February 2013 22 September 2008 22 September 2013 $4.60 $3.62 140,000 - 2 years from the date of issue 3 years from the date of issue The options expire on the earlier of: a. b. 5 years from the date of issue; the date on which the optionholder ceases to be an employee of the Company or any of its subsidiaries other than as a result of death of the optionholder or such later date as the Board in its absolute discretion determines on or before the date the optionholder ceases to be an employee of the Company or any of its subsidiaries. The options do not entitle the holder to participate in any share issue of the Company or any other body corporate. The options granted on 22 September 2008 lapsed subsequent to the end of the financial year as the vesting conditions were not attained. Shares issued on the exercise of options No shares were issued by the Company during the year or since the end of the financial year as a result of the exercise of an option over unissued shares. Servcorp Annual Report 2009 Servcorp Annual Report 2009 33 33 Remuneration report Principles used to determine the nature and amount of remuneration The Board recognises that the Consolidated Entity’s performance is dependent on the quality of its people. To achieve its financial and operating objectives, Servcorp must be able to attract, retain and motivate highly-skilled executives. The objective of the Consolidated Entity’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders. Executive remuneration packages involve a balance between fixed and incentive pay. In determining the appropriate balance an annual review is undertaken that involves cross referencing position descriptions to reliable accessible remuneration surveys and comparing current remuneration packages with the latest survey information. Servcorp’s executive remuneration policy and principles are designed to ensure that the Consolidated Entity: ▪ provides competitive rewards that attract, retain and motivate executives of the highest calibre; ▪ ▪ encourages a strong and long term commitment to Servcorp; builds a structure for long term growth and succession planning; ▪ structures remuneration at a level that reflects the executive’s duties and accountabilities and is competitive within Australia and, for certain roles, internationally; ▪ aligns executive incentive rewards with the creation of value for shareholders; ▪ complies with applicable legal requirements and appropriate standards of governance. The framework may provide a mix of fixed and variable pay, and a blend of short and long term incentives. The Board’s current policy regarding remuneration for key management personnel is summarised on pages 35 to 41. Non- executive directors are remunerated on a different basis to senior executives as set out below. Non-executive directors Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed by the Board. The Board ensures non-executive directors’ fees and payments are appropriate and in line with the market. Non-executive directors are not employed under a contract and do not receive share options or other equity based remuneration. Directors’ fees Non-executive directors’ fees are determined within an aggregate directors’ fee limit. The pool limit currently stands at $350,000 inclusive of payments for SGC superannuation. This was approved at the time of Servcorp’s IPO in December 1999. Non-executive directors’ fees were initially set in December 1999. That level of fees did not vary until they were reviewed with effect from 1 January 2005. Their remuneration was reviewed again with effect from 1 October 2006, and remained at this level until the end of the 2008 financial year as follows: ▪ ▪ Chair - $110,000 per annum plus superannuation; Non-executive - $60,000 per annum plus superannuation. Effective 1 July 2008, non-executive directors’ fees have been set as: ▪ ▪ Chair - $121,000 per annum plus superannuation; Non-executive - $70,000 per annum plus superannuation. Since 2005 non-executive directors’ fees have increased by 41%. Over the same period dividends have increased by 223% and EPS by 100%. Additional fees are not paid for membership or chairmanship of Board committees. An entity associated with Mr Holliday-Smith received consulting fees in respect of services performed for Office Squared. These consulting fees ceased effective February 2009. Retirement allowances for directors Non-executive directors are not entitled to retirement allowances other than amounts previously contributed to complying superannuation funds. Details of remuneration Details of the nature and amount of each element of the remuneration of each director of Servcorp Limited for the year ended 30 June 2009 is set out on page 39. Directors’ Report Corporate Governance 34 34 Remuneration report (continued) Principles used to determine the nature and amount of remuneration (continued) Senior executives The senior executive remuneration and reward framework has three components: ▪ ▪ ▪ Fixed remuneration; Short term incentives; Long term incentives. Fixed remuneration This is targeted to be reasonable and fair, taking into account the Consolidated Entity’s legal and industrial obligations, labour market conditions and the scale of the Consolidated Entity. This fixed remuneration component reflects core performance requirements and expectations. Fixed remuneration is reviewed annually to ensure the executive’s remuneration is competitive with the market. Remuneration is also reviewed on promotion. There are no guaranteed fixed remuneration increases for any senior executives. The combination of these comprises the executive’s total remuneration. No senior executives are employed under a Short term incentives contract. In 2008 the Remuneration Committee undertook a review of the Consolidated Entity’s remuneration practices. A policy is in place which provides senior executives with a more structured scheme for long term and short term incentives, based on earnings, earnings growth and individual performance criteria. As part of this years review, the Remuneration Committee identified 10 key management personnel. The continued steady increase in the Consolidated Entity’s earnings has resulted in reward for those executives who have been essential to achieving this success. The success of Servcorp’s current executives is evident in the Consolidated Entity’s results. In the current year, and over the previous four financial years, net profit after tax has increased from $17.19 million in 2005 to $34.10 million in 2009, an increase of 98%. Shareholder wealth has also increased. Dividends paid have increased from 7.75 cents per share in 2005 to 25.0 cents per share in this financial year, an increase of 223%. The Consolidated Entity’s strong performance and healthy cash flow and balance sheet has been reflected in its ability to pay ‘special’ dividends in the last three financial years. Earnings per share has increased from 21.4 cents per share in 2005 to 42.7 cents per share in 2009, an increase of 100%. Over the same five year period, the average total remuneration paid to key management personnel including executive directors has increased by 65%. Servcorp undertook significant expansion in 2007 and 2008 and the successful management of this expansion by Servcorp’s executive team is likely, subject to market conditions, to give rise to further increases in shareholder wealth in future years. In 2009 the executive team has guided Servcorp through the global economic downturn to achieve another record result. The Consolidated Entity achieved its forecast growth of 5% in net profit before tax. It also attained its targeted net profit before tax on mature floors of $54 million. The short term incentive component of executive remuneration may comprise an annual cash incentive which is linked to the performance of both the Consolidated Entity and the individual executive. Executives do not have a fixed proportion of their total remuneration that is performance related. The short term incentive target is reviewed annually. Performance targets are agreed with executives at the start of each year to ensure they meet specific business objectives for which the individual is responsible. Cash incentives (bonuses) are payable following finalisation of full-year results. Using a profit target ensures variable reward is only available when value has been created for shareholders and when profit is consistent with the business plan. For the financial year ended 30 June 2009, the Remuneration Committee set the short term incentive component of remuneration of the key management personnel in the form of a cash bonus contingent upon attaining performance targets for net profit before tax for mature floors for their region of responsibility. ▪ Key management personnel who had responsibility for the Consolidated Entity overall were A G Moufarrige, T Moufarrige, M Moufarrige and T Wallace. Short term incentive components for these personnel were attainable as follows: Consolidated Entity NPBT on mature floors $m Short term incentive % of base salary >$52 to <$54 Range from 20% to 25% >$54 to <$56 Range from 25% to 30% >$56 to <$58 Range from 30% to 35% >$58 Range from 35% to 40% Servcorp Annual Report 2009 Servcorp Annual Report 2009 35 35 Remuneration report (continued) Principles used to determine the nature and amount of remuneration (continued) Long term incentives Senior executives (continued) Short term incentives (continued) ▪ Key management personnel who had responsibility for a region were S Martin (Australia and New Zealand), O Vlietstra (Japan), W Wu (Greater China) and L Lahdo (Middle East). Each region was set a performance target for net profit before tax for mature floors and for client churn. Short term incentive components for these personnel were attainable as follows: Attainment of Short term incentive performance target (PT) % of base salary PT less $1m PT attained PT plus $1m PT plus $2m 20% 30% 40% 50% ▪ In addition, S Martin, O Vlietstra, W Wu, L Lahdo, N Billett and L Gorman were given short term incentive components based on the Consolidated Entity’s overall performance, attainable as follows: Consolidated Entity NPBT on mature floors $m Short term incentive % of base salary The Board may grant options to eligible executives in accordance with the Servcorp Executive Share Option Scheme. The purpose of the Scheme is to encourage participation in the Company through share ownership. The Board believes that an Executive Share Option Scheme is a cost effective and efficient means to attract, retain and further incentivise key executives and encourage them to achieve superior returns for shareholders. History of the Scheme ▪ The Executive Share Option Scheme was first approved by shareholders on 19 October 1999; ▪ Amendments to the Scheme were approved by shareholders on 17 November 2000; ▪ The Company afforded shareholders the opportunity to re- approve the Scheme at a general meeting of the Company in May 2001. Shareholders re-approved the scheme on 24 May 2001; ▪ In February 2008, in light of the age of the Scheme documentation, the Board conducted a review of the terms and conditions of the Scheme and resolved to update these terms and conditions to better facilitate the effective operation of the Scheme. These amendments were approved by shareholders on 26 May 2008; ▪ In September 2008, in response to the views of some shareholders, the Board amended the exercise period commencement date from 24 months after issue of Options under the Scheme to 36 months after issue. Shareholders approved this amendment at the annual general meeting held on 12 November 2008. The substantive amendment approved in May 2008 was the introduction of an earnings per share performance hurdle for the vesting of options. Pursuant to this amendment, options will only vest (and hence be capable of being exercised) if the Consolidated Entity meets specified earnings per share hurdles. >$52 to <$54 Range from 10% to 15% The options will vest in increasing proportions, depending on the level of growth in the Consolidated Entity’s earnings per share. No >$54 to <$56 Range from 15% to 20% options will vest unless the Consolidated Entity achieves earnings per share growth of at least 10% in the specified financial year. Pursuant to the terms and conditions of the Scheme, any person who is employed on a full or part time basis by the Company and any of its controlled entities in a management role and whom the Board determines is eligible to participate in the Scheme is entitled to participate in the Scheme. For the avoidance of doubt, non-executive directors are therefore ineligible to participate in the Scheme but executive directors are eligible to participate. Options do not form a fixed percentage of any executive’s remuneration. >$56 to <$58 Range from 20% to 30% >$58 Range from 30% to 40% If the Consolidated Entity and all specified regions attained their performance targets for the financial year ended 30 June 2009, the total value of short term incentives payable to key management personnel was $773,800 (2008: $553,242). The range attainable was a minimum of $572,959 (2008: $405,775) and a maximum of $1,232,734 (2008: $830,550). Although the Consolidated Entity attained its targets, in the face of tight trading conditions the CEO has used his discretion in the level of incentive to be paid, and in a majority of instances short term incentives will be paid at the minimum levels outlined in the above performance target tables, or at a lower amount. Directors’ Report Corporate Governance 36 36 Remuneration report (continued) Principles used to determine the nature and amount of remuneration (continued) ▪ Only vested options may be exercised and options can only be exercised at least three years after they are issued (except Senior executives (continued) in the event of a takeover or change in control – in either of these situations any vested options can be exercised, including those issued less than three years prior to such Long term incentives (continued) event); In the current financial year, following a recommendation by the Remuneration Committee, the directors granted a maximum of 240,000 options under the Scheme to seven key management personnel. The number of options that vest (and hence will be capable of being exercised) is contingent upon the overall performance of the Consolidated Entity during the 2009 financial year. ▪ Options which have vested will ultimately expire on the earlier of: a. the fifth anniversary of their date of issue; and b. the date on which the optionholder ceases to be an employee of the Company or any of its subsidiaries, other than as a result of the death of the optionholder, or such later date as the Board in its absolute discretion determines on or before the date the optionholder ceases to be an employee of the Company or any of its subsidiaries; The allocation of the number of options as between each of these seven key management personnel is reflective of each executive’s perceived relative contribution to the success of the Consolidated ▪ The options do not carry the right to participate in any new issues of shares without the prior exercise of the options, except as required in accordance with the ASX Listing Rules. Entity. The options are the equity component of the overall remuneration package of the key management personnel. The equity component is considered important to further align the interests of the key management personnel with the long term interests of the Company’s shareholders. Details of the options granted are as follows: The Company has received an independent valuation of the options. The valuer adopted the “binomial tree” valuation methodology as it provides (in the valuer’s opinion) an appropriate amount of flexibility with respect to the particular performance and vesting conditions of the options. Some of the key assumptions used in valuing the options were: ▪ Number issued - 240,000 options to subscribe for 240,000 Expiry date 22 September 2013 ▪ ▪ ▪ ▪ ordinary shares in the Company; Date granted – 22 September 2008; Issue price - nil cash consideration; Exercise price - $3.62; Share price at the grant date Exercise price Pursuant to the terms and conditions of the Scheme, the Volatility of the market options will lapse unless they vest. The options vest in price of shares accordance with the earnings per share growth of the Consolidated Entity for the 2009 financial year (measured relative to the 2008 financial year); Risk free interest rate ▪ The earnings per share performance will be calculated as follows: Dividend yield $3.40 $3.62 30% 5.55% 4.0% P = (2009 EPS – 2008 EPS) ÷ 2008 EPS x 100 “P” means earnings per share performance “EPS” means earnings per share of the Consolidated Entity ▪ ▪ Options that do not vest will immediately lapse; The options will vest in the proportions detailed in the following table: 2009 EPS performance Percentage of options that will vest <10% 0% >10% to <15% a pro-rata basis 50% to 100% determined on >15% 100% In the opinion of the valuer, the options are valued at $0.69 per option. No options were granted to directors. Options granted to the key management personnel and five most highly remunerated officers of the Company is set out in the table on page 38. The Company will expense the value of the options granted in its profit and loss account in accordance with applicable accounting standards. The EPS performance for 2009 was 1.7% (2008: 28.5%) and accordingly no options vested. Servcorp Annual Report 2009 Servcorp Annual Report 2009 37 37 Remuneration report (continued) Principles used to determine the nature and amount of remuneration (continued) Retirement benefits Senior executives (continued) Long term incentives (continued) It was proposed that options also be granted to T Moufarrige and M Moufarrige, both key management personnel. These proposals were withdrawn at the annual general meeting of the Company held on 12 November 2008. In lieu of the issue of options the long term incentive component was amended to comprise a cash component equivalent to the proposed option value. Any amount paid under this incentive component would be required to be invested in shares of the Company. These bonuses are disclosed in their remuneration in the tables on pages 39 and 40. Retirement benefits for senior executives are provided to the extent required by the law of the country in which they reside. Senior executives are not entitled to any other retirement allowances. Details of remuneration Details of the nature and amount of each element of the remuneration of each member of the key management personnel and each of the five named executives of the Company and the Consolidated Entity receiving the highest remuneration for the financial year ended 30 June 2009 is set out in the table on pages 40 and 41. Options granted to directors, key management personnel and highly remunerated senior executives Name Number of Exercise price Value Value options granted of options granted of options lapsed S Martin O Vlietstra W Wu L Lahdo T Wallace N Billett L Gorman 40,000 40,000 30,000 30,000 40,000 30,000 30,000 $3.62 $3.62 $3.62 $3.62 $3.62 $3.62 $3.62 $27,600 $27,600 $27,600 $27,600 $20,700 $20,700 $20,700 $20,700 $27,600 $27,600 $20,700 $20,700 $20,700 $20,700 240,000 options granted under the Executive Share Option Scheme on 22 September 2008 did not become vested in the optionholder as a result of the Consolidated Entity’s EPS performance for the 2009 financial year not meeting the minimum EPS performance hurdles. The audited EPS growth for the 2009 financial year was 1.7% and the minimum EPS performance hurdle is 10%. Under the terms of the Executive Share Option Scheme, any options that do not become vested will lapse immediately. Directors’ Report Corporate Governance 38 38 Remuneration report (continued) Directors’ remuneration Name Short term employee benefits Post employment Salary & fees $ Bonus Non - Other Super (iv) $ monetary $ $ $ Share based payments Equity options $ A G Moufarrige (i)(v) 2009 2008 T Moufarrige (i) 2009 2008 B Corlett (ii) 2009 2008 R Holliday-Smith (ii) (vi) 2009 2008 J King (ii) 2009 2008 Aggregate 2009 2008 Note: 458,359 399,266 30,000 90,000 138,344 63,765 356,596 70,000 298,379 209,500 7,517 7,631 121,000 110,000 70,000 60,000 70,000 60,000 - - - - - - - - - - - - - - - - - - 33,333 50,000 - - 29,700 33,075 37,800 45,405 10,890 9,900 6,300 5,400 6,300 5,400 1,075,955 100,000 145,861 927,645 299,500 71,396 33,333 50,000 90,990 99,180 - - - - - - - - - - - - Total 656,403 586,106 471,913 560,915 131,890 119,900 109,633 115,400 76,300 65,400 1,446,139 1,447,721 i. Executive directors. ii. Non-executive directors. iii. Directors’ and officers’ indemnity insurance has not been included in the above figures since it is impractical to determine an appropriate allocation basis. iv. The short term bonus relates to performance targets for the current financial year, payable in the following financial year. The bonus is contingent upon attainment of performance targets, as detailed on page 35 of this report. Some discretion may be applied before bonus amounts paid are finalised. The percentage of the maximum attainable bonus which vested in respect of targets for the 2009 financial year was as follows. The balance of the bonus was forfeited. A G Moufarrige 29% (2008: 86%) T Moufarrige 50% (2008: 91%) v. The salary and fees of A G Moufarrige include a component paid in Yen. The increase in the 2009 year reflects the change in foreign currency exchange rate, not an increase in salary in base currency terms. vi. An entity associated with R Holliday-Smith received consulting fees in respect of services performed for Office Squared. These consulting fees ceased effective February 2009. These fees are disclosed under Other in short term employee benefits. Servcorp Annual Report 2009 Servcorp Annual Report 2009 39 39 Remuneration report (continued) Key management personnel and highly remunerated senior executive remuneration Name Short term employee benefits Post employment Salary & fees $ Bonus (v) Non - Other Super monetary $ $ $ $ Total Share based payments Equity options (vi) $ 354,476 - 298,722 209,500 7,517 7,631 201,952 182,243 20,000 90,000 - - 323,915 77,160 258,408 108,932 34,626 24,858 190,660 117,773 10,000 72,113 - - 201,376 98,283 6,494 224,971 215,502 96,000 96,551 190,572 165,283 28,000 64,500 - - - - - - - - - - - - - - - - - 31,500 45,405 - - 393,493 561,258 19,800 24,382 20,772 262,524 7,341 300,966 - - - - - 20,772 456,473 7,341 399,539 15,579 216,239 5,506 195,392 - 306,153 29,865 27,755 15,579 366,415 5,506 345,314 19,620 16,200 - - 238,192 245,983 M Moufarrige CIO (i) (ii) 2009 2008 S Martin GM Aust & NZ (i) (ii) 2009 2008 O Vlietstra GM Japan (i) (ii) (vii) 2009 2008 W Wu GM Greater China (i) 2009 2008 L Lahdo Snr Mgr Middle East (i) (ii) (iii) 2009 T Wallace CFO (i) (ii) 2009 2008 N Billett GM Sales (i) (iii) 2009 2008 Directors’ Report Corporate Governance 40 40 Remuneration report (continued) Key management personnel and highly remunerated senior executive remuneration (continued) Name Short term employee benefits Post employment Salary & fees $ Bonus (v) Non - Other Super monetary $ $ $ $ Total Share based payments Equity options (vi) $ L Gorman Int Training & Dev Mgr (i) (iii) 2009 167,829 17,000 - - - - - - 16,830 - 201,659 4,758 3,671 158,134 117,615 118,500 72,702 2,441,148 29,365 2,209,586 122,237 27,468 1,855,751 346,443 1,360,168 669,064 48,637 32,489 S McArthur Snr Mgr Singapore & KL (iv) 2008 Aggregate 2009 2008 Notes: i. Key management personnel other than directors. ii. Five relevant group executives who received the highest remuneration other than directors. iii. L Lahdo, N Billett and L Gorman were key management personnel from 1 July 2008. iv. S McArthur was not a key management personnel during the 2009 year. v. The short term bonus relates to performance targets for the current financial year, payable in the following financial year. The bonus is contingent upon attainment of performance targets, as detailed on pages 35 and 36 of this report. Some discretion may be applied before bonus amounts to be paid are finalised. The percentage of the maximum attainable bonus which vested in respect of targets for the 2009 financial year was as follows. The balance of the bonus was forfeited. M Moufarrige 0% (2008: 91%) S Martin 13% (2008: 100%) O Vlietstra 36% (2008: 75%) W Wu L Lahdo 8% (2008: 100%) 68% T Wallace 108% (2008: 86%) N Billett 39% (2008: 75%) L Gorman 33% S McArthur n/a (2008: 0%) vi. The amounts disclosed under ”Share based payments” relate to options issued on 22 February 2008. The calculation of the percentage of the options that will vest in the person is detailed on page 37 of this report. Based on the EPS performance of the Consolidated Entity for the 2008 financial year the options vested 100%. No options were forfeited. Options issued on 22 September 2008 did not vest as a result of the EPS performance of the Consolidated Entity for the 2009 financial year not meeting minimum EPS performance hurdles. All options were forfeited. No amount has been included in the remuneration of key management personnel with respect to these options. vii. The salary and fees of O Vlietstra are paid in Yen. The increase in the 2009 year reflects the change in foreign currency exchange rate, not an increase in salary in base currency terms. Servcorp Annual Report 2009 Servcorp Annual Report 2009 41 41 Indemnification and insurance of directors and officers Corporate governance The constitution of the Company provides that the Company must indemnify, on a full indemnity basis and to the full extent A statement of the Board’s governance practices is set out on pages 16 to 25 of this annual report. permitted by law, each current and former director, alternate Environmental management director or executive officer against all losses or liabilities incurred in that capacity in defending any proceedings, whether civil The Consolidated Entity’s operations are not subject to any or criminal, in which judgement is given in their favour or in particular and significant environmental regulations under either which they are acquitted or in connection with any application in Commonwealth or State legislation. relation to any such proceedings in which relief is granted under the Corporations Act 2001. Rounding off The Company has agreed to indemnify the following current and former directors of the Company, Mr A G Moufarrige, Mr B Corlett, Mr R Holliday-Smith, Ms J King, Mr B Pashby and Mr T Moufarrige against any loss or liability that may arise from their position The Company is of a kind referred to in ASIC Class Order 98/0100 dated 10 July 1998 and, in accordance with that Class Order, amounts in the financial report and the directors’ report have been rounded off to the nearest thousand dollars, unless as directors of the Company and its controlled entities, except otherwise stated. where the liability arises out of conduct involving a wilful breach of duty. The agreement stipulates that the Company will meet the full amount of any such liabilities to the extent permitted by law, including reasonable costs and expenses. The Company has not, during or since the financial year, indemnified or agreed to indemnify an auditor of the Company. Non-audit services During the year Deloitte Touche Tohmatsu, the Company’s auditor, has performed certain “non-audit services” in addition to their statutory duties. During the financial year the Company has paid insurance premiums in respect of directors’ and officers’ liability and legal expenses insurance contracts, for current and former directors, secretaries and officers of the Company and its controlled entities. The insurance policies prohibit disclosure of the nature of the liability insured against and the amount of the premiums. The Board of directors has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: State of affairs ▪ Non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed There were no significant changes in the state of affairs of the by the Audit and Risk Committee; and Consolidated Entity during the financial year. Directors’ benefits ▪ The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants as they did not involve reviewing or auditing the auditor’s own Since the end of the previous financial year, no director of the work, acting in a management or decision making capacity Consolidated Entity has received or become entitled to receive a for the Company or jointly sharing risks and rewards. benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors shown in A copy of the auditor’s independence declaration as required the consolidated financial report, or the fixed salary of a full-time under Section 307C of the Corporations Act 2001 is set out on employee of the Consolidated Entity or of a related entity) by page 43 and forms part of this report. reason of a contract made by the Consolidated Entity or a related entity with the director or with a firm of which a director is a Details of the amounts paid or payable to the auditor of the member, or with an entity in which a director has a substantial Company, Deloitte Touche Tohmatsu and its related practices for financial interest. audit and non-audit services provided during the year are set out in note 4 to the financial statements. Signed in accordance with a resolution of the directors pursuant to section 298(2) of the Corporations Act 2001. A G Moufarrige CEO Dated at Sydney this 19th day of August 2009. Directors’ Report Corporate Governance Directors’ Report 42 42 43 Financial Report 44 2009 Financial Report Contents Income statement Balance sheet Statement of recognised income and expense Cash flow statement Notes to the financial statements Directors’ declaration 46 47 48 49 50 99 Auditor’s report 100 Servcorp Annual Report 2009 45 Income statement Servcorp Limited and its controlled entities for the financial year ended 30 June 2009 Consolidated The Company Revenue Other revenue and income Service expenses Marketing expenses Occupancy expenses Administrative expenses Borrowing expenses Total expenses Profit before income tax expense Income tax expense Profit for the year Earnings per share Basic earnings per share Diluted earnings per share 2 2 2 5 21 8 8 Note 2009 $’000 2008 $’000 219,394 9,252 228,646 (58,886) (12,342) (92,361) (17,597) (185) 181,617 8,525 190,142 (47,545) (9,752) (70,713) (17,466) (88) 2009 $’000 - 23,556 23,556 - - (61) (1,430) - (181,371) (145,564) (1,491) 47,275 (13,178) 34,097 44,578 (10,744) 33,834 22,065 (318) 21,747 2008 $’000 - 18,718 18,718 - - (61) (886) - (947) 17,771 (389) 17,382 $0.427 $0.427 $0.420 $0.420 - - - - The Income statement is to be read in conjunction with the notes to the financial statements. Financial Report 46 Balance sheet Servcorp Limited and its controlled entities as at 30 June 2009 Consolidated The Company Note 2009 $’000 2008 $’000 2009 $’000 2008 $’000 Current assets Cash and cash equivalents Trade and other receivables Other financial assets Current tax assets Other Total current assets Non-current assets Other financial assets Property, plant and equipment Deferred tax assets Goodwill Total non-current assets Total assets Current liabilities Trade and other payables Other financial liabilities Current tax liabilities Provisions Total current liabilities Non-current liabilities Trade and other payables Other financial liabilities Provisions Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Equity attributable to equity holders of the parent Total equity 9 10 12 5 11 12 13 5 14 15 16 5 18 15 16 18 5 19 20 21 83,958 16,916 1,555 193 6,528 109,150 26,021 47,261 10,741 15,962 99,985 73,716 17,541 528 89 5,929 97,803 21,530 45,515 9,685 15,962 92,692 10 80,658 - - 44 60 67,164 528 - 47 80,712 67,799 29,412 29,487 - 178 - 29,590 209,135 190,495 110,302 24,454 19,466 3,889 5,894 53,703 26,652 17,689 3,837 5,783 53,961 7,708 7,682 843 796 794 10,141 63,844 177 550 473 8,882 62,843 145,291 127,652 76,118 (8,467) 77,640 145,291 80,948 (14,944) 61,648 127,652 145,291 127,652 15,971 - 2,376 - 18,347 - - - - - 18,347 91,955 76,118 98 15,739 91,955 91,955 - 18 - 29,505 97,304 2,526 - 1,704 - 4,230 - - - - - 4,230 93,074 80,948 29 12,097 93,074 93,074 The Balance sheet is to be read in conjunction with the notes to the financial statements. Servcorp Annual Report 2009 47 Statement of recognised income and expense Servcorp Limited and its controlled entities for the financial year ended 30 June 2009 Translation of foreign operations: Exchange differences taken to equity Net income/(expense) recognised directly in equity Profit for the financial year Total recognised income and expense for the year Attributable to: Equity holders of the parent Consolidated The Company Note 2009 $’000 2008 $’000 2009 $’000 2008 $’000 20 21 6,408 6,408 (1,850) (1,850) - - - - 34,097 33,834 21,747 17,382 40,505 31,984 21,747 17,382 40,505 40,505 31,984 31,984 21,747 21,747 17,382 17,382 The Statement of recognised income and expense is to be read in conjunction with the notes to the financial statements. Financial Report 48 Cash flow statement Servcorp Limited and its controlled entities for the financial year ended 30 June 2009 Consolidated The Company Note 2009 $’000 2008 $’000 2009 $’000 2008 $’000 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividends and royalties received Income tax paid Interest and other items of similar nature received Interest and other costs of finance paid Net operating cash flows 27(b) Cash flows from investing activities Payments for property, plant and equipment Payments for lease deposits Payments for licence fee Proceeds from sale of investments Proceeds from sale of property, plant and equipment Proceeds from refund of lease deposits Repayment of related party loans Proceeds from repayment of related party loans Net investing cash flows Cash flows from financing activities Share buy-back Proceeds from borrowings Repayment of borrowings Dividends paid Net financing cash flows 227,304 191,726 (175,004) (131,825) 661 - (12,987) (11,850) 3,233 (183) 43,024 (7,883) (2,125) (1,068) - 152 2,925 - - 3,187 (46) 51,192 (23,831) (1,524) - 9,338 196 - - - (7,999) (15,821) (4,830) 122 (807) (18,105) (23,620) - - - - (738) - (8,236) 1,309 - - (346) - (8,687) 1,712 - (7,665) (7,321) - - - - - - - 30,550 30,550 (4,830) - - - - - - - - (3,578) 26,637 23,059 - - - (15,691) (15,691) (18,105) (22,935) (15,691) (15,691) Net increase/(decrease) in cash and cash equivalents 11,405 19,680 (50) Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash transactions in foreign currencies Cash and cash equivalents at the end 73,449 54,114 (1,128) (345) of the financial year 27(a) 83,726 73,449 60 - 10 47 13 - 60 The Cash flow statement is to be read in conjunction with the notes to the financial statements. Servcorp Annual Report 2009 49 51 61 62 62 63 66 68 69 69 70 71 71 72 73 74 74 75 76 77 78 78 79 86 89 90 92 94 95 98 Notes to the financial statements for the financial year ended 30 June 2009 Contents of the notes to the financial statements Note 1. Note 2. Note 3. Note 4. Note 5. Note 6. Note 7. Note 8. Note 9. Note 10. Note 11. Note 12. Note 13. Note 14. Note 15. Note 16. Note 17. Note 18. Note 19. Note 20. Note 21. Note 22. Note 23. Note 24. Note 25. Note 26. Note 27. Note 28. Note 29. Significant accounting policies Profit from operations Significant transactions Remuneration of auditors Income taxes Segment information Dividends Earnings per share Cash and cash equivalents Trade and other receivables Other assets Other financial assets Property, plant and equipment Goodwill Trade and other payables Other financial liabilities Financing arrangements Provisions Issued capital Reserves Retained earnings Financial instruments Employee benefits Commitments for expenditure Subsidiaries Acquisition/ disposal of controlled entities Notes to the cash flow statement Related party disclosures Subsequent events Financial Report 50 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The financial report includes the separate financial statements of the Company and the consolidated financial statements of the Group. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with A-IFRS ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the directors on 19 August 2009. Basis of preparation The financial report has been prepared on the basis of historical cost, except for the revaluation of financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order, amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. Adoption of new and revised Accounting Standards In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for the current annual reporting period. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes. At the date of authorisation of the financial report, the following Standards and Interpretations relevant to the Group were on issue but not yet effective: ▪ AASB8 ‘Operating Segments’ and consequential amendments to other accounting standards resulting from its issue. Effective for annual reporting periods beginning on or after 1 January 2009. ▪ AASB101 ‘Presentation of Financial Statements’ (revised September 2007). Effective for annual reporting periods beginning on or after 1 January 2009. ▪ ▪ AASB3 ‘Business Combinations’. Effective for annual reporting periods beginning on or after 1 July 2009. AASB127 ‘Consolidated and Separate Financial Statements’. Effective for annual reporting periods beginning on or after 1 July 2009. The directors anticipate that the adoption of these Standards and Interpretations and any other Standards and Interpretations on issue but not yet effective in future periods will have no material financial impact on the financial statements of the Consolidated Entity or the Company. The application of AASB101 (revised) and AASB8 will not affect any of the amounts recognised in the financial statements, but will change the disclosures presently made in relation to the Consolidated Entity’s and the Company’s financial statements and segment information. Servcorp Annual Report 2009 51 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) The following significant accounting policies have been adopted in the preparation and presentation of the financial report: a. Basis of consolidation The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the Consolidated Entity, being the Company (the parent entity) and its subsidiaries, as defined in Accounting Standard AASB 127 ‘Consolidated and Separate Financial Statements’. A list of subsidiaries appears in Note 25 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess in the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. If after reassessment, the fair values of the identifiable net assets acquired exceeds the cost of acquisition the difference is credited to the Income statement in the period of acquisition. The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control, and until such time as the Company ceases to control an entity. In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the Consolidated Entity are eliminated in full. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. b. Goodwill Goodwill arising on acquisition is recognised as an asset and initially recognised at cost, representing the excess of the cost of acquisition over the net fair value of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is not amortised, but is tested for impairment at each reporting date and whenever there is an indication that goodwill may be impaired. Any impairment of goodwill is recognised immediately in the Income statement and is not subsequently reversed. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGUs), or groups of CGUs, expected to benefit from the synergies of the business combination. CGUs (or groups of CGUs) to which goodwill has been allocated are tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. If the recoverable amount of the CGU (or group of CGUs) is less than the carrying amount of the CGU, the impairment loss is allocated to reduce the carrying amount of any goodwill allocated to the CGU (or groups of CGUs) and then to the other assets of the CGUs pro-rata on the basis of the carrying amount of each asset in the CGU (or groups of CGUs). An impairment loss for goodwill is immediately recognised in profit or loss and is not reversed in a subsequent period. On disposal of an operation within a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation. c. Business combinations Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Consolidated Entity in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB3 ‘Business Combinations’ are recognised at their fair values at the acquisition date, except for non- current assets (or disposal groups) that are classified as held for sale in accordance with AASB5 ‘Non-current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell. Financial Report 52 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) d. Impairment of assets (other than financial assets) At each reporting date, the Consolidated Entity reviews the carrying values of its tangible and intangible assets (other than those at fair value through profit or loss), to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Consolidated Entity estimates the recoverable amount of the cash generating unit to which the asset belongs. Goodwill and intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at each reporting date and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. The recoverable amount is the higher of fair value, less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value by using a pre-tax discount rate, that reflects the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the Income statement immediately, unless the relevant assets are carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of the impairment loss is recognised in the Income statement immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. e. Revenue recognition Sales revenue Sales revenue comprises revenue earned net of the amount of consumption tax from the provision of services to entities outside the Consolidated Entity. Rental, telephone and services revenue is typically invoiced in advance and is recognised in the period in which the service is provided. f. Other income / expense Interest income Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Disposal of assets The profit and loss on disposal of assets is brought to account when the significant risks and rewards of ownership passes to a party external to the Consolidated Entity. g. Foreign currency Transactions Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are translated at the rates of exchange ruling on that date. Foreign currency monetary items at reporting date are translated at the exchange rates existing at reporting date. Non- monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Exchange differences are recognised in the Income statement in the period in which they arise except exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation. Such exchange differences are recognised in the foreign currency translation reserve and in the Income statement on disposal of the net investment. Servcorp Annual Report 2009 53 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) g. Foreign currency (continued) Translation of controlled foreign entities The individual financial statements of each group entity are presented in its functional currency being the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional currency of Servcorp Limited and the presentation currency for the consolidated financial statements. The assets and liabilities of overseas operations are translated at the rates of exchange ruling at the Balance sheet date. Income and expense items are translated at the average exchange rate for the period. Exchange differences arising on translation are taken directly to the foreign currency translation reserve. The balance of the foreign currency translation reserve relating to an overseas operation that is disposed of is recognised in the Income statement in the period of disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after the date of transition to A-IFRS are treated as assets and liabilities of the foreign entity and translated at exchange rates prevailing at the reporting date. Goodwill arising on acquisitions before the date of transition to A-IFRS is treated as an Australian dollar denominated asset. h. Borrowing costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs using the effective interest rate method in connection with the arrangement of borrowings. Borrowing costs are expensed to the Income statement as incurred. i. Taxation Current tax Current tax is calculated by reference to the amount of income tax payable or recoverable in respect of the taxable profit or loss for the period. Income tax is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax for current and prior periods is recognised as a liability or asset to the extent that it is unpaid or refundable. Deferred tax Deferred tax is accounted for using the comprehensive Balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arises from the initial recognition of assets and liabilities, other than as a result of a business combination, which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches and associates except where the Consolidated Entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the assets and liabilities giving rise to them are realised or settled, based on tax rates and tax laws that have been enacted or substantially enacted by the reporting date. Financial Report 54 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) i. Taxation (continued) Deferred tax (continued) The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Consolidated Entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Consolidated Entity intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the Income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised in equity. Tax consolidation The Company and all its wholly-owned Australian resident entities are part of a tax consolidated group under Australian taxation law. Servcorp Limited is the head entity in the tax consolidated group. Tax expense/ income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax consolidated group are recognised in the separate financial statements of the members of the tax consolidated group using the ‘separate tax payer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax consolidated group are recognised by the Company. Under this method, each entity is subject to tax as part of the tax consolidated group. Due to the existence of a tax funding arrangement between entities in the tax consolidated group, amounts are recognised as payable to or receivable by the Company, and each member of the tax consolidated group in relation to the tax contribution amounts paid or payable between the parent entity, and the other members of the tax consolidated group in accordance with the arrangement. Where the tax contribution amount recognised by each member of the tax consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants. Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of expense. Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from or payable to the ATO is included as a current asset or liability in the Balance sheet. Cash flows are included in the Cash flow statement on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from or payable to the ATO are classified as operating cash flows. j. Receivables Trade debtors to be settled within 30 days are carried at amounts due. The collectability of debts is assessed at balance date and a specific allowance is made for any doubtful amounts. k. Derivative financial instruments The Consolidated Entity enters into derivative financial instruments to manage its exposure to fluctuations in foreign exchange rates. Further details of derivative financial instruments are disclosed in Note 22 to the financial statements. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised immediately in the Income statement. Servcorp Annual Report 2009 55 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) l. Share based payments Equity-settled share-based payments with employees are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of a binomial tree model. The expected life used in the model has been adjusted, based on management’s best estimate for the effects of non-transferability, exercise restrictions, and behavioural considerations. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in Note 23. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments that are expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss, with a corresponding adjustment to the equity-settled employee benefits reserve. m. Financial assets Subsequent to initial recognition, investments in subsidiaries are measured at cost. Investments are recognised and derecognised on trade date where the purchase or sale of the investment is under a contract whose terms require delivery of the investment within the time-frame established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value. The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Other financial assets are classified into the following specified categories: Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss where the financial asset: ▪ ▪ has been acquired principally for the purpose of selling in the near future; is part of an identified portfolio of financial investments that the Group manages together and has a recent actual pattern of short-term profit taking; or ▪ is a derivative that is not designated and effective as a hedging instrument. Impairment of financial assets Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flow of the investment have been impacted. Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘Loans and receivables‘. Loans and receivables are measured at amortised costs using the effective interest method less impairment. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that will exactly discount estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Financial Report 56 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) n. Property, plant and equipment Acquisition Items of property, plant and equipment acquired are capitalised when it is probable that the future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Where these costs represent separate components of a complex asset, they are accounted for as separate assets and are separately depreciated over their useful lives. Costs incurred on property, plant and equipment, which does not meet the criteria for capitalisation, are expensed as incurred. Property, plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation, less impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item. Depreciation Items of property, plant and equipment, including buildings and leasehold property but excluding freehold land, are depreciated using the straight line method over their estimated useful lives. Leasehold improvements are depreciated over the remaining lease term or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives used for each class of asset are as follows: Buildings 40 years Leasehold improvements Shorter of the useful life of the asset or the remaining lease term Office furniture and fittings 7.7 years Office equipment Motor vehicles 3-4 years 6.7 years Depreciation rates and methods are reviewed annually and, where changed, are accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Assets are depreciated from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. o. Leased assets Finance leases Leased plant and equipment Leases of plant and equipment under which the Company or its controlled entities assume substantially all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are charged to the Income statement. Operating leases Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives Floor rental is expensed in the accounting period on a straight line basis over the period of the lease term in accordance with lease agreements entered into with landlords. Where a rent free period or other lease incentives exist under the terms of a lease agreement, the aggregate rent payable over the lease term is calculated and a charge is made to the Income statement on a straight line basis over the term of the lease. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. Servcorp Annual Report 2009 57 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) p. Payables Liabilities are recognised for amounts payable in the future for goods or services received, whether or not billed to the Consolidated Entity or the Company. Trade accounts payable are normally settled within 60 days. q. Borrowings Borrowings are recorded initially at fair value, net of transaction costs. Any difference between the initial recognised amount and the redemption value is recognised in the Income statement over the life of the borrowings using the effective interest rate method. r. Provisions Provisions are recognised when the Consolidated Entity has a present obligation (legal or constructive) as a result of a past event, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Make good costs A provision is made for make good costs on leases that are expected to terminate where those make good costs can be reliably measured, and can be reasonably expected to occur. Onerous contracts An onerous contract is considered to exist where the Consolidated Entity has a contract under which the unavoidable cost of meeting the contractual obligations exceed the economic benefits estimated to be received. Present obligations arising under onerous contracts are recognised as a provision to the extent that the present obligation exceeds the economic benefits estimated to be received. Financial Report 58 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) s. Employee benefits Wages, salaries and annual leave The provisions for employee benefits in respect of wages, salaries and annual leave represents the amount which the Consolidated Entity has a present obligation to pay resulting from employees’ services provided up to the reporting date. Provisions made in respect of employee benefits expected to be settled within twelve months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Long service leave The provision for employee benefits in respect of long service leave represents the present value of the estimated future cash outflows to be made by the Consolidated Entity resulting from employees’ services provided up to the reporting date. Provisions for employee benefits which are not expected to be settled within twelve months are discounted using the rates attaching to national government securities at the balance sheet date, which most closely match the terms of maturity of the related liabilities. In determining the provision for employee benefits, consideration has been given to future increases in wage and salary rates, and the Consolidated Entity’s experience with staff departures. Related on-costs have also been included in the liability. Executive share option scheme Servcorp Limited has granted options to certain executives under the Executive Share Option Scheme. Further information is set out in Note 23 to the financial statements. Defined contribution superannuation fund The Company and other controlled entities contribute to defined contribution superannuation plans. Contributions are charged to the Income statement as they are made. Further information is set out in Note 23. Contributions to defined contribution superannuation plans are expensed as incurred. t. Earnings per share (EPS) Basic earnings per share Basic EPS is calculated by dividing the net profit attributable to members of the Consolidated Entity for the reporting period, by the weighted average number of ordinary shares of the Company. Diluted earnings per share Diluted EPS is calculated by adjusting the basic EPS earnings by the effect of conversion to ordinary shares of the associated dilutive potential ordinary shares. The notional earnings on the funds that would have been received by the entity had the potential ordinary shares been converted are not included. The diluted EPS weighted average number of shares includes the number of shares assumed to be issued for no consideration in relation to dilutive potential ordinary shares, rather than the total number of dilutive potential ordinary shares. The identification of dilutive potential ordinary shares is based on net profit or loss from continuing ordinary operations and is applied on a cumulative basis, taking into account the incremental earnings and incremental number of shares for each series of potential ordinary share. u. Debt and equity instruments Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. Servcorp Annual Report 2009 59 Notes to the financial statements for the financial year ended 30 June 2009 1. Significant accounting policies (continued) v. Cash and cash equivalents Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less. w. Critical accounting issues In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgments that management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements: Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Useful lives of property, plant and equipment As described in Note 1(n), the Group reviews the estimated useful lives of property, plant and equipment at each reporting period. Make good provisions At each reporting date, management reviews leases that are expected to terminate to determine the present obligation in relation to floor closure costs including make good. Details of the provision are provided in Note 18. Share options As described in Note 23, management uses their judgment in selecting an appropriate valuation technique for share options. Valuation techniques commonly used by market practitioners are applied. For share options, the Binomial Tree option valuation technique was applied. Tax losses Deferred tax assets for the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profits will be available against which the unused tax losses and unused tax credits can be utilised. This is assessed at each reporting date. Financial Report 60 Notes to the financial statements for the financial year ended 30 June 2009 2. Profit from operations a. Revenue Revenue from continuing operations consisted of the following: Revenue from the rendering of services 219,394 181,617 - - Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 b. Other revenue and income Interest income: Related parties Bank deposits Franchise fees: Other Dividends received from: Related parties Net foreign exchange gains Other income Total other income c. Profit before income tax Profit before income tax was arrived at after charging/ (crediting) the following from/(to) continuing operations: Net foreign exchange losses Borrowing expenses: Interest on bank overdrafts and loans Depreciation of leasehold improvements Depreciation of property, plant and equipment Loss on disposal of property, plant and equipment Loss on disposal of financial assets Change in fair value of financial assets classified as fair value through the profit or loss Impairment of trade receivables arising from: Third parties Operating lease rental expense: Minimum lease payments Employee benefit expense: - 3,199 - 3,224 607 329 - 3,870 1,576 9,252 - 185 7,468 5,202 1,566 - (642) 782 - 3,214 1,758 8,525 - 88 5,068 4,287 461 118 528 662 76,237 60,260 1,305 4 - 22,000 247 - 1,695 17 - 16,000 1,000 6 23,556 18,718 301 - - - - - - - - - - - - - - 528 - - 29 Equity-settled share based payments 69 29 69 Servcorp Annual Report 2009 61 Notes to the financial statements for the financial year ended 30 June 2009 3. Significant transactions Individually significant transactions included in profit from ordinary activities before income tax expense: Floor closure costs 4. Remuneration of auditors a. Auditor of the parent entity (Deloitte Touche Tohmatsu Australia (DTT)) Audit and review of financial reports Other services - tax Other services - other b. Other auditors (DTT International Associates) Audit and review of financial reports Other services - tax Other services - statutory accounts review The auditor of Servcorp Limited is Deloitte Touche Tohmatsu. Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 4,617 4,617 240 240 - - - - Consolidated The Company 2009 $ 2008 $ 2009 $ 2008 $ 368,560 177,600 22,223 568,383 351,000 186,000 133,200 670,200 202,860 180,600 63,400 3,400 71,800 27,200 269,660 279,600 548,437 210,822 32,656 791,915 513,290 130,914 28,055 672,259 - - - - - - - - 1,360,298 1,342,459 269,660 279,600 Financial Report 62 Notes to the financial statements for the financial year ended 30 June 2009 5. Income taxes Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 a. Income tax recognised in the Income statement Tax expense comprises: Current tax expense Under provision in prior years - current tax Under/(over) provision in prior years - deferred tax Deferred tax (income)/expense relating to the origination and reversal of temporary differences and previously unrecognised 11,728 712 1,324 12,193 (186) 521 170 309 - tax losses Income tax expense (586) 13,178 (1,784) 10,744 (161) 318 507 (126) 7 1 389 The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows: Profit before income tax expense Income tax expense calculated at 30% Deductible local taxes Effect of different tax rates of subsidiaries operating in other jurisdictions Other non-deductible/(non-assessable) items Tax losses of controlled entities recovered Adjustment in deferred tax assets resulting from a change in accounting estimates Income tax under/(over) provision in prior years Unused tax losses and tax offsets not recognised as deferred tax assets Income tax expense 47,275 44,578 22,065 17,771 14,183 (149) (5,308) 1,179 (130) 1,321 715 1,367 13,178 13,373 (282) (2,443) 1,671 1 521 (186) (1,911) 10,744 6,620 5,331 - - - - (6,611) (4,823) - - 309 - 318 - 7 (126) - 389 The tax rate used in the above reconciliation is the Australian corporate tax rate of 30% (2008: 30%). b. Current tax assets and liabilities Current tax assets Tax refunds receivable Current tax payables Income tax attributable to: Parent entity Subsidiaries 193 89 - - 2,376 1,513 3,889 1,704 2,133 3,837 2,376 - 2,376 1,704 - 1,704 Servcorp Annual Report 2009 63 Notes to the financial statements for the financial year ended 30 June 2009 5. Income taxes (continued) c. Deferred tax balances Deferred tax assets comprise: Tax losses - revenue Temporary differences Deferred tax liabilities comprise: Temporary differences Net deferred tax assets The gross movement of the deferred tax accounts are as follows: Balance at the beginning of the financial year Movements in foreign exchange rates Income statement credit/(charge) Balance at the end of the financial year Deferred tax assets Movements in temporary differences: Accruals not currently deductible Doubtful debts Depreciable and amortisable assets Tax losses Foreign exchange Other Deferred tax assets Balance at the beginning of the financial year Movements in foreign exchange rates Income statement credit/(charge) Balance at the end of the financial year Deferred tax liabilities Movements in temporary differences: Depreciable and amortisable assets Other Deferred tax liabilities Balance at the beginning of the financial year Movements in foreign exchange Income statement credit Balance at the end of the financial year Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 2,626 8,115 10,741 794 9,947 9,212 1,472 (737) 9,947 (291) 80 1,350 (398) (1,285) 169 (375) 9,685 1,431 (375) 10,741 178 102 280 473 41 280 794 3,057 6,628 9,685 473 9,212 7,822 127 1,263 9,212 343 58 67 655 (88) 445 1,480 8,087 118 1,480 9,685 109 108 217 265 (9) 217 473 - 178 178 - 178 18 - 160 178 (4) - - - 164 - 160 18 - 160 178 - - - - - - - - 18 18 - 18 26 - (8) 18 (8) - - - - - (8) 26 - (8) 18 - - - - - - - Financial Report 64 Notes to the financial statements for the financial year ended 30 June 2009 5. Income taxes (continued) d. Unrecognised deferred tax balances The following deferred tax assets have not been brought to account as assets: Temporary differences Tax losses - capital Tax losses - revenue Tax losses carried forward Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 - 2,086 2,394 4,480 34 2,086 676 2,796 - - - - - - - - Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Consolidated Entity recognised deferred income tax assets of $2,625,512 (2008: $3,057,385) in respect to losses that can be carried forward against future taxable income. Servcorp Annual Report 2009 65 Notes to the financial statements for the financial year ended 30 June 2009 6. Segment information Inter-segment pricing is determined on an arm’s length basis. Segment revenue, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise income earning assets and revenue, interest bearing loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of assets. Segment assets are based on the geographical location of the assets. The directors consider this geographical segment to be the primary segment for the basis of reporting. Business segments The Consolidated Entity comprises only one business segment which is the provision of executive serviced and virtual offices and associated communications and secretarial services. The directors consider this business segment to be the secondary segment. Geographical segments Australia & Japan & Europe & Eliminated Consolidated New Zealand Asia Middle East $’000 $’000 $’000 $’000 $’000 2009 Revenue Segment revenue Other unallocated revenue and other income Total revenue and other income Result Segment result Unallocated corporate profit Profit before income tax expense Income tax expense Net profit 52,481 128,566 40,223 11,248 21,810 11,146 - - Depreciation of segment assets Non-cash items other than depreciation 4,029 337 6,709 1,460 2,262 40 (330) (2,639) Assets Segment assets Unallocated corporate assets Consolidated total assets 58,369 104,309 35,410 Acquisitions of non-current assets 3,701 3,904 2,015 Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities 50,526 71,643 31,167 - - - 221,270 7,376 228,646 44,204 3,071 47,275 (13,178) 34,097 12,670 (802) 198,088 11,047 209,135 9,620 153,336 (89,492) 63,844 Financial Report 66 Notes to the financial statements for the financial year ended 30 June 2009 6. Segment information (continued) Geographical segments Australia & Japan & Europe & Eliminated Consolidated New Zealand Asia Middle East $’000 $’000 $’000 $’000 $’000 2008 Revenue Segment revenue Other unallocated revenue and other income Total revenue and other income Result Segment result Unallocated corporate profit Profit before income tax expense Income tax expense Net profit 54,795 100,400 28,077 15,065 24,242 5,289 - - Depreciation of segment assets Non-cash items other than depreciation 3,066 656 5,137 410 1,330 266 (178) 1,471 Assets Segment assets Unallocated corporate assets Consolidated total assets 56,530 85,251 34,658 Acquisitions of non-current assets 13,299 3,686 6,846 Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities 41,695 55,376 20,686 - - - 183,272 6,870 190,142 44,596 (18) 44,578 (10,744) 33,834 9,355 2,803 176,439 14,056 190,495 23,831 117,757 (54,914) 62,843 Servcorp Annual Report 2009 67 Notes to the financial statements for the financial year ended 30 June 2009 7. Dividends Dividends proposed (unrecognised) or paid (recognised) by the Company are: Cents Total Date of Tax rate Percentage per share amount payment for franking franked $’000 credit 7.00 5.00 7.50 7.50 5.00 10.00 5,633 4,023 6,035 4 Oct 2007 20 Dec 2007 3 Apr 2008 6,035 4,023 8,047 2 Oct 2008 10 Dec 2008 2 Apr 2009 30% 30% 30% 30% 30% 30% 100% 100% 100% 100% 100% 100% Recognised amounts 2008 Final Fully paid ordinary shares Special Fully paid ordinary shares Interim Fully paid ordinary shares 2009 Final Fully paid ordinary shares Special Fully paid ordinary shares Interim Fully paid ordinary shares Unrecognised amounts Since the end of the financial year, the directors have declared the following dividend: Final Fully paid ordinary shares 10.00 7,847 1 Oct 2009 30% 100% In determining the level of future dividends, the directors will seek to balance growth objectives and rewarding shareholders with income. This policy is subject to the cash flow requirements of the Company and its investment in new opportunities aimed at growing earnings. The directors cannot give any assurances concerning the extent of future dividends, or the franking of such dividends, as they are dependent on future profits, the financial and taxation position of the Company and the impact of taxation legislation. Dividend franking account 30% franking credits available The Company 2009 $’000 2008 $’000 8,465 9,311 Impact on franking account balance of dividends not recognised 3,363 2,586 The balance of the franking account has been adjusted for franking credits that will arise from the payment of income tax provided for in the financial statements, and for franking debits that will arise from the payment of dividends recognised as a liability at reporting date. Financial Report 68 Notes to the financial statements for the financial year ended 30 June 2009 8. Earnings per share Earnings reconciliation: Net profit Earnings used in the calculation of basic and diluted EPS Consolidated 2009 $’000 2008 $’000 34,097 34,097 33,834 33,834 No. No. Weighted average number of ordinary shares used in the calculation of basic EPS 79,870,050 80,465,280 Weighted average number of ordinary shares used in the calculation of diluted EPS 79,870,050 80,465,280 Basic earnings per share Diluted earnings per share $0.427 $0.427 $0.420 $0.420 Options outstanding as at 30 June 2009 and 30 June 2008 were anti-dilutive. 9. Cash and cash equivalents Cash Bank short term deposits Note 22 Consolidated The Company 2009 $’000 18,952 65,006 83,958 2008 $’000 24,374 49,342 73,716 2009 $’000 2008 $’000 10 - 10 60 - 60 Bank short term deposits mature within an average of 87 days (2008: 67 days). These deposits and the interest earning portion of the cash balance earn interest at a weighted average rate of 3.38% (2008: 6.06%). Servcorp Annual Report 2009 69 Notes to the financial statements for the financial year ended 30 June 2009 10. Trade and other receivables Consolidated The Company Note 2009 $’000 2008 $’000 2009 $’000 2008 $’000 Current At amortised cost Trade receivables (i) Less: allowance for doubtful debts held for trading Other debtors Amounts receivable from controlled entities (ii) 28 16,618 (697) 995 - 16,832 (551) 1,260 - 16,916 17,541 - - 32 80,626 80,658 - - 35 67,129 67,164 Notes: i. The average credit period on rendering of services is 7 days. An allowance has been made for estimated unrecoverable trade receivable amounts arising from the past rendering of services, determined by reference to past default experience. The Group has fully reviewed all receivables over 90 days. Receivables are assessed for impairment at each reporting date and where there is an indication of impairment, a provision is raised. ii. The weighted average interest rate for the year ended 30 June 2009 on outstanding loan balances was 11.83% for unsecured loans (2008: 12.45% for unsecured loans). The Company’s trade receivables have been fully reviewed and are not considered past due. Aging of past due but not impaired 1 - 30 days 31 - 60 days 60 + days Total Movement in the allowance for doubtful debts Balance at the beginning of the year Impaired losses recognised on receivables Amounts written off as uncollectable Balance at the end of the year 12,991 14,607 853 698 873 385 14,542 15,865 551 697 (551) 697 269 551 (269) 551 - - - - - - - - - - - - - - - - In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts. Financial Report 70 Notes to the financial statements for the financial year ended 30 June 2009 11. Other assets Current Prepayments Other 12. Other financial assets Current At fair value through profit or loss Consolidated The Company 2009 $’000 5,676 852 6,528 2008 $’000 4,553 1,376 5,929 2009 $’000 2008 $’000 33 11 44 - - - 33 14 47 528 - 528 Forward foreign currency exchange contracts - 528 At amortised cost Lease deposits 1,555 1,555 - 528 Non-current Investments carried at cost Shares in controlled entities Investment - equity loans to controlled entities (i) At amortised cost Lease deposits Licence fees Other Notes: i. These loans rank equally with shareholders. - - - - 19,076 10,336 19,076 10,411 24,881 1,067 73 21,474 - 56 - - - - - - 26,021 21,530 29,412 29,487 Servcorp Annual Report 2009 71 Notes to the financial statements for the financial year ended 30 June 2009 13. Property, plant and equipment Consolidated Land and Leasehold Leasehold Office Office buildings improve- improve- furniture furniture at cost ments ments & fittings & fittings Office equip- ment Office Motor Total equip- vehicles ment owned owned at cost at cost $’000 $’000 $’000 owned at cost $’000 leased owned leased at cost at cost at cost at cost $’000 $’000 $’000 $’000 $’000 Gross carrying amounts Balance at 30 June 2008 5,083 51,501 4,111 10,771 618 17,948 426 619 91,077 Additions Disposals Transfers Net foreign currency differences on translation of self-sustaining operations Balance at - - - 5,771 - 1,032 (3,063) (2,099) (1,280) - - 21 - (60) (21) 1,415 (1,786) - 1,885 (226) - 21 - - 10,124 (8,514) - 231 8,591 591 1,636 46 1,984 50 50 13,179 30 June 2009 5,314 62,800 2,603 12,180 583 19,561 2,135 690 105,866 Accumulated depreciation Balance at 30 June 2008 Depreciation expense Disposals Transfers Net foreign currency differences on translation of self-sustaining operations Balance at 30 June 2009 Net book value Balance at 30 June 2009 Balance at 30 June 2008 67 23,242 4,064 4,846 614 12,198 426 105 45,562 125 7,468 - - - (2,177) (2,099) - - 1,500 (991) 21 4 (60) (21) 3,131 (1,486) - 345 (226) - 97 - - 12,670 (7,039) - 8 4,693 589 781 46 1,245 41 9 7,412 200 33,226 2,554 6,157 583 15,088 586 211 58,605 5,114 29,574 5,016 28,259 49 47 6,023 5,925 - 4 4,473 1,549 479 47,261 5,750 - 514 45,515 Aggregate depreciation expense allocated during the year is recognised as an expense and disclosed in Note 2 to the financial statements. Financial Report 72 Notes to the financial statements for the financial year ended 30 June 2009 14. Goodwill Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 Gross carrying amount and net book value Balance at the beginning of the financial year Balance at the end of the financial year 15,962 15,962 15,962 15,962 - - - - At each reporting date, the Consolidated Entity assessed the recoverable amount of goodwill, and determined that goodwill was not impaired. Allocation of goodwill to cash generating units The following fourteen countries are cash generating units: Japan, Australia, New Zealand, China, Hong Kong, Malaysia, Singapore, Thailand, Belgium, United Arab Emirates, Bahrain, Qatar, Saudi Arabia and France. Goodwill was allocated to the countries in which goodwill arose. The carrying amount of goodwill relating to cash generating units as at 30 June 2009 were as follows: Japan France Australia New Zealand Singapore Thailand China Consolidated 2009 $’000 9,161 2,187 2,636 785 706 326 161 2008 $’000 9,161 2,187 2,636 785 706 326 161 15,962 15,962 The recoverable amount of goodwill relating to each cash generating unit was determined based on value-in-use calculations, which uses cash flow projections based on financial forecasts approved by management, covering a five year period and terminal value. No growth factors were applied beyond year five of the forecast period. For the year ended 30 June 2009 the discount rate applied to the above countries, inclusive of country risk premium was as follows: Japan 15.9%, France 14.1%, Australia 14.1%, New Zealand 14.1%, Singapore 14.1%, Thailand 17.1% and China 16.2% (2008: Japan 13.6%, France 12.5%, Australia 12.5%, New Zealand 12.5%, Singapore 12.5%, Thailand 14.0% and China 13.6%). Management have applied assumptions to the future forecast cash flows based on historic performance and historic growth. The assumptions did not include any acquisitions or capital expansions, but do include amounts relating to sustaining capital expenditure. Servcorp Annual Report 2009 73 Notes to the financial statements for the financial year ended 30 June 2009 15. Trade and other payables Consolidated The Company Note 2009 $’000 2008 $’000 2009 $’000 2008 $’000 Current At amortised cost Trade creditors Deferred income Deferred lease incentive Other creditors and accruals Amounts payable to controlled entities (i) 28 3,743 12,135 2,195 6,381 - 5,203 12,409 1,932 7,108 - 24,454 26,652 11 - - 50 15,910 15,971 29 - - 130 2,367 2,526 Non-current At amortised cost Deferred lease incentive Notes: 7,708 7,708 7,682 7,682 - - i. The unsecured loans from controlled entities bear interest at a floating rate. The weighted average rate for the year ended 30 June 2009 on outstanding unsecured loan balances was 11.83% (2008: 12.45%). 16. Other financial liabilities Current At amortised cost Bank loans - secured (i) Security deposits Finance lease At fair value through profit or loss Forward foreign currency exchange contracts Non-current At amortised cost Bank loans - secured (i) Finance lease Notes: 117 18,533 702 114 19,466 90 17,599 - - 17,689 115 728 843 177 - 177 - - - - - - - - i. The bank loan is denominated in JPY and is secured by a mortgage over property, the current market value of which exceeds the value of the bank loan. The interest rate on the loan is 2.09% (2008: 2.17%). - - - - - - - - - - Financial Report 74 Notes to the financial statements for the financial year ended 30 June 2009 17. Financing arrangements The Consolidated Entity and the Company have access to the following lines of credit: Total facilities available: Bank guarantees (i) Bank overdrafts and loans (iii) Bill acceptance / payroll / other facilities (ii) Facilities utilised at balance sheet date: Bank guarantees (i) Bank overdrafts and credit cards (iii) Facilities not utilised at balance sheet date: Bank guarantees (i) Bank overdrafts and loans (iii) Bill acceptance / payroll / other facilities (ii) Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 14,276 1,109 3,975 19,360 14,075 262 14,337 201 847 3,975 5,023 12,828 1,443 2,746 17,017 12,497 267 12,764 330 1,177 2,746 4,253 14,276 530 3,975 18,781 14,075 30 14,105 201 500 3,975 4,676 12,828 1,000 2,746 16,574 12,498 - 12,498 330 1,000 2,746 4,076 The Group has access to financing facilities at reporting date as indicated above. The Group expects to meet its other obligations from operating cash flows and proceeds. Notes: i. Bank guarantees have been issued to secure rental bonds over premises. A guarantee has also been established to secure an overdraft limit in the form of a term deposit. ii. Bill acceptance, payroll and other facilities have been established to facilitate the encashment of cheques, to accommodate direct entry payroll and direct entry supplier payments. iii. Bank overdraft limits have been established to fund working capital as required. All bank overdraft facilities are unsecured and payable at call, including credit card facility utilised. Servcorp Annual Report 2009 75 Notes to the financial statements for the financial year ended 30 June 2009 18. Provisions Current Employee benefits (i) Other Non-current Employee benefits Other Notes: Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 5,234 660 5,894 367 429 796 5,628 155 5,783 272 278 550 - - - - - - - - - - - - i. The current provision for employee benefits includes $3,314,000 (Company: Nil) of annual leave and vested long service leave entitlements accrued but not expected to be taken within 12 months (2008: $2,482,000 and Nil for the Consolidated Entity and the Company respectively). Consolidated Make good costs $’000 Other $’000 Current Balance at the beginning of the financial year - 155 Increase resulting from the re-measurement of the estimated future sacrifice or the settlement of the provision without cost to the entity Balance at the end of the financial year Non-current Balance at the beginning of the financial year Provision for contribution Balance at the end of the financial year 646 646 - - - (141) 14 278 151 429 Financial Report 76 Notes to the financial statements for the financial year ended 30 June 2009 19. Issued capital Fully paid ordinary shares 78,467,310 (2008: 80,467,310) Movements in issued capital Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 76,118 80,948 76,118 80,948 Balance at the beginning of the financial year 80,948 80,754 80,948 80,754 Nil shares issued (2008: 39,000) Share buy-back Transfer from equity-settled employee benefits reserve - (4,830) - 178 - 16 - (4,830) - 178 - 16 Balance at the end of the financial year 76,118 80,948 76,118 80,948 Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value. Options No ordinary shares were issued pursuant to the exercise of options in the current year (2008: Nil). Further details of the Executive Share Option Scheme are in Note 23 to the financial statements. Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to vote at members’ meetings. Fully paid ordinary shares carry one vote per share. In the event of winding up of the Company, holders of ordinary shares are entitled to any excess after payment of all debts and liabilities of the Company and costs of winding up. Share buy-back On 20 April 2009, the company completed the on market buy-back of 2,000,000 ordinary shares, representing approximately 2.5% of ordinary shares on issue at that date. These shares were subsequently cancelled. Servcorp Annual Report 2009 77 Notes to the financial statements for the financial year ended 30 June 2009 20. Reserves Consolidated The Company Note 2009 $’000 98 (8,565) (8,467) Employee equity-settled benefits reserve Foreign currency translation reserve Movements during the financial year Foreign currency translation reserve 29 (14,973) (14,944) Balance at the beginning of the financial year (14,973) (13,123) 2008 $’000 2009 $’000 2008 $’000 98 - 98 - - - - 29 - 69 98 29 - 29 - - - - 16 (16) 29 29 3,495 2,913 (8,565) 922 (2,772) (14,973) 29 - 69 98 16 (16) 29 29 Deferred exchange differences arising from monetary items considered part of the investment in self- sustaining foreign operations Translation of foreign operations Balance at the end of the financial year The foreign currency translation reserve records the foreign currency movements arising from the translation of foreign operations and the translation of monetary items forming part of the net investment in foreign operations. Employee equity-settled benefits reserve Balance at the beginning of the financial year Transfer to share capital Share based payment Balance at the end of the financial year 21. Retained earnings Retained earnings at the beginning of the financial year Net profit for the period 61,648 34,097 95,745 43,505 33,834 77,339 12,097 21,747 33,844 10,406 17,382 27,788 Dividends paid 7 (18,105) (15,691) (18,105) (15,691) Retained earnings at the end of the financial year 77,640 61,648 15,739 12,097 Financial Report 78 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments Servcorp’s Audit and Risk Committee oversees the establishment of the capital and financial risk management system which identifies, evaluates, classifies, monitors, qualifies and reports significant risks to the Servcorp Board. All controlled entities in the Servcorp Group apply this risk management system to manage their own risks. a. Financial risk management objectives The financial risks that result from Servcorp’s activities are credit risk and market risk (interest rate risk and foreign exchange risk). The Consolidated Entity’s corporate treasury function provides services to the business, co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the Consolidated Entity. The Consolidated Entity does not enter into or trade financial instruments for speculative purposes. The use of financial derivatives is governed by the Consolidated Entity’s policies approved by the Board of Directors. The Consolidated Entity’s corporate treasury function reports to the Group’s Audit and Risk Committee, an independent body that monitors risks and policies implemented to mitigate risk exposures. b. Capital management Servcorp’s objective when managing capital is to ensure that entities within the Group will be able to continue as a going concern while maximising the return to stakeholders. The Group’s overall strategy remains unchanged from 2008. The capital structure of Servcorp consists of equity attributable to equity holders of the parent, company issued capital, reserves and retained earnings as disclosed in Notes 19, 20 and 21 respectively. Servcorp operates globally, primarily through subsidiary companies established in the markets in which Servcorp operates. Operating cash flows are used to maintain and expand Servcorp, as well as to make routine outflows of tax and dividend payments. c. Market risk Servcorp’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Group enters into forward foreign currency exchange contracts to economically hedge anticipated transactions. i. Foreign exchange risk Servcorp operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Servcorp’s foreign exchange risk arises primarily from: ▪ ▪ ▪ ▪ borrowings denominated in Japanese JPY; firm commitments of receipts and payments settled in foreign currencies or with prices dependent on foreign currencies; investments in foreign operations; and loans and trading accounts to foreign operations. Foreign currency assets and liabilities Servcorp manages its foreign exchange risk for its assets and liabilities denominated in foreign currency by borrowing in the same functional currency of its investment to form a natural economic hedge. For accounting purposes, net foreign operations are re-valued at the end of each reporting period with the fair value movement reflected as a movement in the foreign currency translation reserve. Borrowings and forward exchange contracts not forming part of the net investment in foreign operations are re-valued at the end of each reporting period with the fair value movement reflected in the Income statement as exchange gains or losses. Servcorp Annual Report 2009 79 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) c. Market risk (continued) i. Foreign exchange risk (continued) Foreign currency sensitivity analysis The following table summarises the material sensitivity of financial instruments held at balance date to movements in the exchange rate of the Australian dollar to foreign exchange rates, with all other variables held constant. The sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding 5 year period. Impact on profit Impact on equity Consolidated The Company Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 2009 $’000 2008 $’000 2009 $’000 2008 $’000 353 (433) (9) 6 699 (795) (300) 366 (264) 292 (331) 360 (449) 519 (263) 291 36 (45) 26 (2) (82) 101 (66) 66 105 (131) (191) (1,136) 14 1,417 (782) 782 (48) 53 (36) 41 (36) 2 (33) 2 5 (5) - - 82 (82) - - - - - - - - - - - - - - - - - - Pre-tax gain/(loss) AUD/USD (i) +10% (2008: +8%) AUD/USD (i) -10% (2008: -8%) AUD/JPY +11% (2008: +7%) AUD/JPY -11% (2008: -7%) AUD/EUR +5% (2008: +4%) AUD/EUR -5% (2008: -4%) AUD/RMB +7% (2008: +5%) AUD/RMB -7% (2008: -5%) Notes: i. Servcorp is exposed to Dirhams (Dubai), Dinars (Bahrain), Rials (Qatar) and Riyals (Saudi Arabia). These currencies are pegged to the USD. Forward foreign currency exchange contracts The following table sets out the details of forward foreign currency exchange contracts in place as at 30 June 2009. Average exchange rate 2009 2008 Foreign currency Fair value 2009 JPY 2008 JPY 2009 $’000 2008 $’000 million million 76.89 86.50 500 500 (114) 528 Outstanding contracts Consolidated Sell Japanese JPY Not later than one year Financial Report 80 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) c. Market risk (continued) ii. Interest rate risk Interest rate risk is the risk that the Consolidated Entity’s financial position will be adversely affected by movements in interest rates that will increase the cost of floating rate debt. Interest rate risk on cash or short term deposits is not considered to be a material risk due to the short term nature of these financial instruments. Risk is managed by maintaining an appropriate mix between fixed and floating rate for secured and unsecured debt. The following table summarises the sensitivity of the financial instruments held at balance date, following a movement to interest rates, with all other variables held constant. The sensitivity is based on reasonably possible changes over a financial year, using the observed range of actual historical rates. Pre tax gain/(loss) AUD balances 125 basis point increase 125 basis point decrease Other balances 250 basis point increase 250 basis point decrease Impact on profit Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 820 (810) 51 (40) 486 (480) 343 (162) 135 (135) 170 (170) - - - - Servcorp Annual Report 2009 81 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) c. Market risk (continued) iii. Liquidity risk Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework for the management of the Consolidated Entity’s short, medium and long-term funding. The Consolidated Entity manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities. The Consolidated Entity continually monitors forecast and actual cash flows and matches maturity profiles of financial assets and liabilities. The following tables detail the Consolidated Entity and the Company’s expected maturity for its financial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned. Less 1 to 3 3 than months months 1 to 5 years 1 month to 1 year 5 + Total Weighted years average effective interest rate % $’000 $’000 $’000 $’000 $’000 $’000 Consolidated 2009 Non-interest bearing Cash and cash equivalents (i) Receivables Lease deposits Forward foreign currency exchange 18,952 16,916 1,109 - - - - - - - - 4,189 9,115 9,610 2,295 contracts - - 6,503 18,952 16,916 26,318 6,503 65,345 3.38 - - - - Interest bearing Cash and cash equivalents (ii) 17,252 54,229 47,560 51,749 533 16,151 9,610 2,295 134,034 24,374 17,541 - - - - - - - - - - 861 4,204 14,336 2,154 - 5,780 24,374 17,541 21,555 5,780 49,935 6.06 - - - - 24,102 66,017 22,748 23,609 3,085 13,069 14,336 2,154 119,185 2008 Non-interest bearing Cash and cash equivalents (i) Receivables Lease deposits Forward foreign currency exchange contracts Interest bearing Cash and cash equivalents (ii) Financial Report 82 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) c. Market risk (continued) iii. Liquidity risk (continued) Less than 1 to 3 3 months months 1 to 5 years 1 month to 1 year 5 + Total Weighted years $’000 $’000 $’000 $’000 $’000 $’000 10 64,931 - - - - - - - 64,941 267 267 802 802 15,727 15,727 60 53,681 - - 53,741 - - - - - - - 5,780 - - - - 5,780 13,483 13,483 - - - - - - - - - 10 64,931 16,796 81,737 60 53,681 5,780 13,483 73,004 The Company 2009 Non-interest bearing Cash and cash equivalents Receivables Interest bearing Receivables (ii) 2008 Non-interest bearing Cash and cash equivalents Receivables Forward foreign currency exchange contracts Interest bearing Receivables (ii) Notes: i. Fixed interest rate instruments. ii. Variable interest rate instruments. average effective interest rate % 11.83 12.45 Servcorp Annual Report 2009 83 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) c. Market risk (continued) iii. Liquidity risk (continued) The following tables detail the Consolidated Entity and the Company’s remaining contractual maturity for its financial liabilities. The tables are based on the earliest date on which undiscounted cash flows of financial liabilities is contractually to be paid. The table includes both principal and interest cash flows. 1-3 3 1-5 5+ Total Weighted Less than 1 month months months years years to 1 year average effective interest rate % 5.84 2.17 2.17 $’000 $’000 $’000 $’000 $’000 $’000 5 - - 116 29 150 5 - - 24 29 15,971 15,971 2,525 - 2,525 12,039 - - 33 1 - 18,411 6,617 454 91 12,073 25,573 12,797 - - - 1 18,147 4,905 73 12,798 23,125 - - - - - - - - 4,905 4,905 - - - 756 120 876 - - - 285 285 - - - - - - - - - - - - - - - - - - - - - 12,044 18,411 6,617 1,359 241 38,672 12,802 18,147 4,905 383 36,237 15,971 15,971 2,525 4,905 7,430 Consolidated 2009 Non-interest bearing Payables Security deposits (i) Forward foreign currency exchange contracts Interest bearing Finance lease Bank overdrafts and loans (ii) 2008 Non-interest bearing Payables Security deposits (i) Forward foreign currency exchange contracts Interest bearing Bank overdrafts and loans (ii) The Company 2009 Non-interest bearing Payables 2008 Non-interest bearing Payables Forward foreign currency exchange contracts Notes: i. Fixed interest rate instruments. ii. Variable interest rate instruments. Financial Report 84 Notes to the financial statements for the financial year ended 30 June 2009 22. Financial instruments (continued) d. Credit risk The maximum credit risk on financial assets, excluding investments, of the Consolidated Entity which have been recognised on the Balance sheet, is the carrying amount, net of any allowances for losses. Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Consolidated Entity and the Company. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Group does not have any significant credit risk exposure to any single counterparty or any group of any counterparties having similar characteristics. Details of credit enhancements in the form of serviced office security deposits retained from customers are further disclosed in Note 16. e. Fair value of financial instruments The directors consider that the carrying amount of financial assets and financial liabilities approximate their fair value other than investment in subsidiaries. The fair values of financial assets and financial liabilities are determined as follows: ▪ the fair value of financial assets and financial liabilities traded on active liquid markets with standard terms and conditions are determined with reference to quoted market prices; ▪ the fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis; and ▪ the fair value of derivative instruments, included in hedged assets and liabilities, are calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments. f. I-City Malaysia - Incorporated JV Under the joint venture agreement, a subsidiary has a ‘call option’ giving it the right but not the obligation to require the minority holder to sell to it all of its subscription capital for the exercise price (as defined) and the minority holder has a ‘put option’ giving it the right but not the obligation to sell to a subsidiary its subscription capital for the exercise price. The exercise price cannot be less than $1 and is calculated as USD350,000 less the aggregate amount of dividends paid by the subsidiary to the minority holder prior to the commencement of the option exercise period. The option exercise period is defined as being between the period 1 July 2012 to 31 December 2012, provided USD350,000 in dividends has not been paid to the minority holder prior to the commencement of the option period (as the option ceases to exist once dividends to this value have been paid). Further, a subsidiary has provided a bank guarantee to the minority holder with a face value of USD350,000 as security for the exercising of the put option noted above. The consolidated entity has guaranteed the subscription capital paid by the minority shareholder and therefore has recorded a liability of USD350,000 as at 30 June 2009 in relation to the put option and guarantee. As such, no separate fair value has been attributed to the put option. As the venture commenced in August 2007 and is an investment in a private company which is a start-up in nature, the fair value of the call option cannot be reliably measured as at 30 June 2009. Servcorp Annual Report 2009 85 Notes to the financial statements for the financial year ended 30 June 2009 23. Employee benefits Defined contribution fund Contributions to defined contribution superannuation plans are expensed when employees have rendered services entitling them to the contributions. The Company’s controlled entities are legally obliged to contribute to employee nominated defined contribution superannuation plans. In 2008 and prior years controlled entities in the Consolidated Entity contributed to the Servcorp Superannuation Fund, a fund established for the benefit of employees. The Servcorp Superannuation Fund ceased accepting contributions as at 30 June 2008 and was effectively wound up as at 20 March 2009. Details of contributions to funds during the year ended 30 June 2009 are as follows: Employer contributions to the Servcorp Superannuation Fund Employer contributions to other funds Consolidated The Company 2009 $’000 - 1,982 2008 $’000 1,209 361 2009 $’000 - 23 2008 $’000 - 21 As at 30 June 2009, there were no outstanding employer contributions payable to other funds. Options granted to employees Share option scheme Balance at the beginning of the financial year Forfeited during the financial year Granted during the financial year Balance at the end of the financial year The Company 2009 No. 160,000 (260,000) 240,000 140,000 2008 No. - - 160,000 160,000 The Consolidated Entity has an ownership based remuneration scheme for key management personnel (including executive directors) of the Company. Each key management personnel’s share option converts into one ordinary share of Servcorp Limited when exercised. No amounts are paid or payable by the recipient of the option. The options carry neither rights to dividends or voting rights. Further details on option conditions are included later in this Note. Financial Report 86 Notes to the financial statements for the financial year ended 30 June 2009 23. Employee benefits (continued) Options granted to employees (continued) Executive share options issued by Servcorp Limited Balance at Granted Forfeited Exercised Balance at Vested and No. No. No. No. No. 30/6/09 exercisable 1/7/08 No. 30,000 40,000 40,000 30,000 20,000 - - - T Wallace O Vlietstra S Martin W Wu S McArthur L Lahdo N Billett L Gorman 40,000 40,000 40,000 30,000 - 30,000 30,000 30,000 (40,000) (40,000) (40,000) (30,000) (20,000) (30,000) (30,000) (30,000) 160,000 240,000 (260,000) - - - - - - - - - 30,000 40,000 40,000 30,000 - - - - 140,000 - - - - - - - - - Net vested No. 30,000 40,000 40,000 30,000 - - - - 140,000 Options granted during the financial year 240,000 options were issued under the Executive Share Option Scheme on 22 September 2008 with an exercise price of $3.62 and an expiry date of 22 September 2013. No amount was payable by the recipient on receipt of the options. The options, if vested, can be exercised any time after the expiration of three years from the issue of the options and prior to the expiry of the options. The options expire on the earlier of five years from the date of issue or the date which the option holder ceases to be an employee of the Company or any of its controlled entities. Options issued under the Executive Share Option Scheme carry no rights to dividends and have no voting rights. Options exercised during the financial year Nil (2008: Nil) options were exercised into ordinary shares in Servcorp Limited during the financial year ended 30 June 2009. Options lapsed during the financial year 260,000 (2008: Nil) options were forfeited under the Executive Share Option Scheme during the financial year ended 30 June 2009. Servcorp Annual Report 2009 87 Notes to the financial statements for the financial year ended 30 June 2009 23. Employee benefits (continued) Options granted to employees (continued) Balance at the end of the financial year Grant date Expiry date Vested Exercise price Number of options 22 February 2008 22 February 2013 22 September 2008 22 September 2013 Yes No $4.60 $3.62 outstanding 2009 2008 140,000 - 140,000 160,000 - 160,000 The fair value of the services received is measured by the fair value of the equity instruments granted. The fair value of the share options granted during the financial year was $0.69 (2008: $1.04). Options were valued using the Binomial Tree option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on the historical market price of the Company’s share. Inputs into the options model Award type Grant date Expiry date Share price at grant date Exercise price Expected life Volatility Risk free interest rate Dividend yield Vesting Conditions Options 22/9/08 22/9/13 $3.40 $3.62 4 years 30% 5.55% 4.0% Options 22/2/08 22/2/13 $4.60 $4.60 3.5 years 25% 6.66% 2.6% The options will vest in the proportions detailed in the following table: EPS performance (i) <10% >10% to <15% >15% Percentage of options that will vest 0% 50% to 100% determined on pro-rata basis 100% EPS performance for the financial year ended 30 June 2009 was a growth of 1.67% (2008: 28%). Notes: i. EPS performance means the growth in Earnings Per Share of the Company from one financial year to the next financial year. Issue of shares An issue of 39,000 shares was made to seven general and senior managers in settlement of their short term incentive remuneration subsequent to the 2007 year end. The shares were allotted on 20 July 2007. Financial Report 88 Notes to the financial statements for the financial year ended 30 June 2009 24. Commitments for expenditure Capital expenditure commitments - property, plant and equipment Contracted but not provided for and payable: Not later than one year Later than one year but not later than five years Later than five years Non-cancellable operating lease commitments Future operating lease rentals not provided for in the financial statements and payable: Not later than one year Later than one year but not later than five years Later than five years Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 1,096 6,326 - - - - 1,096 6,326 50,713 108,398 28,715 187,826 56,118 117,330 50,497 223,945 - - - - - - - - - - - - - - - - The Consolidated Entity leases property under operating leases expiring from one to 12 years. Liabilities in respect of lease incentives are disclosed in Note 15 to the financial statements. Operating leases Leasing arrangements Operating leases have been entered into to operate serviced office floors. The average lease term is seven years with market review clauses and options to renew. The Consolidated Entity does not have an option to purchase the leased asset at the expiry of the lease period. Finance lease liabilities During the financial year ended 30 June 2009, the Group acquired $2,241,000 of equipment under a finance lease. This acquisition is reflected in the cash flow statement over the term of the finance lease via lease repayments. Minimum future lease payments Present value of minimum future Consolidated The Company Consolidated The Company 2009 2008 2009 2008 2009 2008 2009 2008 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 lease payments Not later than one year Later than one year and not later than five years Later than five years Minimum lease payments (i) Less future finance charges Present value of minimum lease payments Included in the financial statements as Note 16: Current borrowings Non current borrowings 735 760 - 1,495 (65) 1,430 - - - - - - - - - - - - - - - - - - 699 731 - 1,430 - 1,430 702 728 1,430 - - - - - - - - - - - - - - - - - - - - - - - - - - - Notes: i. Minimum future lease payments includes the aggregate of all lease payments and any guaranteed residual. Servcorp Annual Report 2009 89 Notes to the financial statements for the financial year ended 30 June 2009 25. Subsidiaries Name of entity Country of incorporation Ownership interest 2009 % 2008 % Parent entity Servcorp Limited (i) Controlled entities Servcorp Australian Holdings Pty Ltd Servcorp Offshore Holdings Pty Ltd (ii) Servcorp Exchange Square Pty Ltd Servcorp (Miller Street) Pty Ltd Servcorp (North Ryde) Pty Ltd Servcorp Smart Office Pty Ltd Servcorp Smart Homes Pty Ltd Servcorp Business Service (Beijing) Pty Ltd Servcorp Virtual Pty Ltd Servcorp Holdings Pty Ltd (ii) Servcorp Administration Pty Ltd Servcorp Adelaide Pty Ltd Servcorp Bridge Street Pty Ltd Servcorp Brisbane Pty Ltd Servcorp Castlereagh Street Pty Ltd Servcorp Chifley 25 Pty Ltd Servcorp Chifley 29 Pty Ltd Servcorp Communications Pty Ltd Servcorp IT Pty Ltd Servcorp Melbourne Virtual Pty Ltd Servcorp MLC Centre Pty Ltd Servcorp Melbourne 27 Pty Ltd Servcorp Sydney Virtual Pty Ltd Servcorp William Street Pty Ltd Servcorp Melbourne 50 Pty Ltd Servcorp Perth Pty Ltd Servcorp Brisbane Riverside Pty Ltd Servcorp Market Street Pty Ltd Office Squared Pty Ltd Servcorp WA Pty Ltd Servcorp Melbourne 36 Pty Ltd Servcorp Sydney 56 Pty Ltd Servcorp Norwest Pty Ltd Servcorp Level 12 Pty Ltd Servcorp Western Australia Pty Ltd Office Squared (Nexus) Pty Ltd Servcorp SA 30 Pty Ltd Servcorp Gold Coast Pty Ltd Servcorp North Sydney 32 Pty Ltd Beechreef (New Zealand) Limited Servcorp New Zealand Limited Company Headquarters Limited Servcorp Wellington Limited Servcorp Serviced Offices Pte Ltd Servcorp Battery Road Pte Ltd Servcorp Marina Pte Ltd Servcorp Franchising Pte Ltd Servcorp Singapore Holdings Pte Ltd Financial Report 90 Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand New Zealand New Zealand New Zealand Singapore Singapore Singapore Singapore Singapore 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 100 100 100 100 Notes to the financial statements for the financial year ended 30 June 2009 25. Subsidiaries (continued) Name of entity Controlled entities (continued) Office Squared Pte Ltd Servcorp Hottdesk Singapore Pte Ltd Servcorp Jeddah Pte Ltd Servcorp Square Pte Ltd Servcorp Hong Kong Limited Servcorp Communications Limited Servcorp HK Central Limited Servcorp Business Services (Shanghai) Co. Ltd Servcorp Business Service (Beijing) Co. Ltd Servcorp Business Service (Chengdu) Co. Ltd Servcorp Business Service (Sihui) Co. Ltd Office Squared Network Technology Services (Hangzhou) Co. Ltd Amalthea Nominees (Malaysia) Sdn Bhd Office Squared Malaysia Sdn Bhd I-Office2 Sdn Bhd Servcorp Thai Holdings Limited Servcorp Company Limited Headquarters Co. Limited Servcorp Japan KK Servcorp Tokyo KK Servcorp Nippon International KK Management International KK Servcorp Ginza KK Servcorp Shinagawa KK Servcorp Nagoya KK Servcorp Fukuoka KK (iv) Servcorp Paris SARL Servcorp Edouard VII SARL Servcorp Brussels SPRL Servcorp LLC (iii) Servcorp Administration Services WLL (iii) Servcorp UK Limited Servcorp BFH WLL Servcorp Qatar LLC (iii) Servcorp US Holdings, Inc. Notes: Ownership interest Country of incorporation 2009 % 2008 % Singapore Singapore Singapore Singapore Hong Kong Hong Kong Hong Kong China China China China China Malaysia Malaysia Malaysia Thailand Thailand Thailand Japan Japan Japan Japan Japan Japan Japan Japan France France Belgium UAE UAE United Kingdom Bahrain Qatar United States 100 100 100 100 100 100 100 100 100 100 100 100 100 100 65 100 100 100 100 100 100 100 100 100 100 100 100 100 100 49 49 100 100 49 100 100 100 - - 100 100 - 100 100 100 100 - 100 100 65 100 100 100 100 100 100 100 100 100 100 100 100 - 100 49 - 100 100 49 - i. Servcorp Limited is the head entity within the Australian tax consolidated group. ii. During the financial year ended 30 June 2008, Servcorp Holdings Pty Ltd and Servcorp Offshore Holdings Pty Ltd each entered into a deed of guarantee and indemnity with Servcorp Limited in relation to loans owing from their respective subsidiaries. Servcorp Holdings Pty Ltd and Servcorp Offshore Holdings Pty Ltd each entered into a deed of cross guarantee. These agreements lapsed in March 2009 and were not subsequently renewed. iii. A Company in the Consolidated Entity exercises control over Servcorp LLC, Servcorp Qatar LLC and Servcorp Administration Services WLL despite owning 49% of the issued capital. Arrangements are in place that entitle the Company or its controlled entities to all the benefits and risks of ownership notwithstanding that the majority shareholding may be vested in another party. iv. Servcorp Fukuoka KK changed its name from Servcorp Aichi KK on 4 August 2008. Servcorp Annual Report 2009 91 Notes to the financial statements for the financial year ended 30 June 2009 26. Acquisition/ disposal of controlled entities The following controlled entities were acquired or disposed of during the financial year. The operating results of each entity have been included in the consolidated operating profit from the date of the acquisition and up to the date of disposal. Acquisitions 2009 Servcorp Edouard VII SARL The entity was formed on 2 July 2008 Servcorp North Sydney 32 Pty Ltd The entity was formed on 9 July 2008 Office Squared Network Technology Services (Hangzhou) Co. Ltd The entity was formed on 28 August 2008 Servcorp Jeddah Pte Ltd The entity was formed on 24 September 2008 Servcorp Square Pte Ltd The entity was formed on 9 October 2008 Servcorp Administration Services WLL The entity was formed on 28 October 2008 Servcorp US Holdings, Inc. The entity was formed on 14 May 2009 Servcorp HK Central Limited The entity was formed on 16 June 2009 Disposals 2009 Nil Consideration $’000 - - - - - - - - Country of incorporation The Consolidated Entity’s interest % 100 100 100 100 100 49 100 100 Financial Report 92 Notes to the financial statements for the financial year ended 30 June 2009 26. Acquisition/ disposal of controlled entities (continued) Consideration $’000 Acquisitions 2008 Office Squared Malaysia Sdn Bhd The entity was formed on 27 July 2007 Servcorp Sydney 56 Pty Ltd The entity was formed on 3 August 2007 Servcorp Norwest Pty Ltd The entity was formed on 27 August 2007 Servcorp Fukuoka KK (formerly Servcorp Aichi KK) The entity was formed on 4 September 2007 I-Office2 Sdn Bhd The entity was acquired on 5 September 2007 Servcorp Level 12 Pty Ltd The entity was formed on 7 November 2007 Servcorp Western Australia Pty Ltd The entity was formed on 23 November 2007 Office Squared (Nexus) Pty Ltd The entity was formed on 6 December 2007 Servcorp Qatar LLC The entity was formed 30 January 2008 Servcorp SA 30 Pty Ltd The entity was formed on 10 April 2008 Servcorp Gold Coast Pty Ltd The entity was formed on 14 April 2008 Servcorp Business Service (Sihui) Co. Ltd The entity was formed on 7 April 2008 Disposals 2008 Nil - - - - - - - - - - - - Country of incorporation The Consolidated Entity’s interest % 100 100 100 100 65 100 100 100 49 100 100 100 Servcorp Annual Report 2009 93 Notes to the financial statements for the financial year ended 30 June 2009 27. Notes to the cash flow statement a. Reconciliation of cash and cash equivalents For the purpose of the cash flow statement, cash and cash equivalents includes cash on hand and at bank, short-term deposits at call, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the Cash flow statement are reconciled to the related items in the Balance sheet as follows: Cash Short term deposits Bank overdraft b. Reconciliation of profit for the period to net cash flows from operating activities Profit after income tax Add/(less) non-cash items: Movements in provisions Depreciation of non-current assets Loss on disposal of non-current assets Increase/(decrease) in current tax liability Increase/(decrease) in deferred tax balances Unrealised foreign exchange gain/(loss) Movement in intercompany to reflect the effect of tax consolidation on tax balances Equity-settled share based payment Changes in net assets and liabilities during the financial period: Increase in prepayments and receivables Decrease/(increase) in trade debtors Decrease in current assets (Decrease)/increase in deferred income (Decrease)/increase in client security deposits (Decrease)/increase in accounts payable Net cash provided from operating activities Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 18,952 65,006 (232) 83,726 24,374 49,342 (267) 73,449 10 - - 10 60 - - 60 34,097 33,834 21,747 17,382 (736) 13,018 1,566 129 541 60 - 69 (1,427) 2,204 1,162 (2,393) (1,823) (3,443) 43,024 3,009 9,355 579 156 (1,390) (2,039) - - - 672 (160) - (186) - - (282) 8 (350) - 29 (8,430) (8,023) 69 29 (500) (21,466) (15,975) (2,079) 591 1,296 2,509 5,842 - - - - (97) - - - - 76 51,192 (7,665) (7,321) c. Non-cash financing and investing activities During the financial year ended 30 June 2009, the Group acquired $2,241,000 of equipment under a finance lease. This acquisition will be reflected in the cash flow statement over the term of the finance lease via lease repayments. Financial Report 94 Notes to the financial statements for the financial year ended 30 June 2009 28. Related party disclosures Other than the details disclosed in this note, no key management personnel have entered into any other material contracts with the Consolidated Entity or the Company during the financial year, and no material contracts involving directors’ interests or specified executives existed at balance sheet date. Key management personnel holdings of shares Fully paid ordinary shares of Servcorp Limited Specified directors B Corlett R Holliday-Smith J King A G Moufarrige T Moufarrige (i) Specified executives M Moufarrige (i) S Martin O Vlietstra W Wu L Lahdo T Wallace N Billett L Gorman Notes: Balance at Received on Net Balance at 1/7/08 exercise of change 30/6/09 No. options No. No. No. 413,474 250,000 96,400 48,449,145 1,859,992 1,928,842 27,000 30,000 5,000 5,000 10,000 2,000 11,000 53,087,853 - - - - - - - - - - - - - - - - - 413,474 250,000 96,400 53,790 48,502,935 - - - - - - - - - 1,859,992 1,928,842 27,000 30,000 5,000 5,000 10,000 2,000 11,000 53,790 53,141,643 i. T Moufarrige and M Moufarrige have a relevant interest in 1.8 million shares each in the Company. The shares are registered in the name of Sovori Pty Ltd and the total of 3.6 million shares is also included in the indirect interest of A G Moufarrige. Key management personnel benefits The aggregate compensation of the key management personnel of the Consolidated Entity and the Company, are as follows: Salary and fees, bonus and non-monetary benefits Post employment benefits - superannuation Share based payment - equity options and shares Consolidated The Company 2009 $’000 3,606 209 73 2008 $’000 3,181 201 29 2009 $’000 294 24 - 2008 $’000 280 21 - Servcorp Annual Report 2009 95 Notes to the financial statements for the financial year ended 30 June 2009 28. Related party disclosures (continued) Loans to key management personnel The following loan balances are in respect of loans made to key management personnel of the Group. Balance at the Loan Interest Balance at the Number in beginning of repayment charged/paid end of group financial year financial year $ $ $ $ 34,739 32,174 (5,448) - 2,704 2,565 (i) 31,995 34,739 1 1 2009 2008 Notes: i. Interest on the loan made to a key management personnel was provided for at 30 June 2008 and received on 4 August 2008. Key management personnel are charged interest on loans provided by the Group at 8.05% p.a., which is comparable to the average commercial rate of interest. Equity interests in subsidiaries Details of the percentage of ordinary shares held in subsidiaries are disclosed in Note 25 to the financial statements. Other transactions with the Company and its controlled entities From time to time directors of the Company and its controlled entities, or their director related entities, may purchase goods from or provide services to the Consolidated Entity. These purchases or sales are on the same terms and conditions as those entered into by other employees, suppliers or customers of the Consolidated Entity and are trivial or domestic in nature. The Consolidated Entity has a lease with Tekfon Pty Ltd for the use of Tekfon’s premises for storage. A director of the Company, Mr A G Moufarrige, has an interest in and is a director of Tekfon Pty Ltd. Enideb Pty Ltd operates the Servcorp franchise in Canberra. A relative of a director of the Company, Mr A G Moufarrige, has an interest in Enideb Pty Ltd. Mr A G Moufarrige has no interest in the affairs of Enideb Pty Ltd. Rumble Australia Pty Ltd provided consulting services for the development of proprietary software to a company in the Consolidated Entity on arms length terms. A director of the Company, Mr A G Moufarrige, has an interest in and is a director of Rumble Australia Pty Ltd. A director of the Company, Mr A G Moufarrige, has an interest in and is a director of Sovori Pty Ltd. Mr T Moufarrige, a director of the Company, is also a director of Sovori Pty Ltd. A director of the Company, Mr A G Moufarrige, has an interest in and is a director of MRC Biotech Pty Ltd. Aegis Partners Pty Ltd provided consulting services to Office Squared Pty Ltd. Consulting fees of $33,336 (2008: $50,000) were paid on arms length terms. A director of the Company, Mr R Holliday-Smith has an interest in and is a director of Aegis Partners Pty Ltd. The terms and conditions of the transactions with directors and their director related entities were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis. Financial Report 96 Notes to the financial statements for the financial year ended 30 June 2009 28. Related party disclosures (continued) Other transactions with the Company and its controlled entities (continued) The value of the transactions during the year with directors and their director-related entities were as follows: Director Director-related Transaction entity A G Moufarrige Tekfon Pty Ltd Premises rental A G Moufarrige Enideb Pty Ltd Franchisee A G Moufarrige Rumble Australia Consulting Pty Limited A G Moufarrige, Sovori Pty Ltd Reimbursements T Moufarrige A G Moufarrige MRC Biotech Reimbursements R Holliday-Smith Aegis Partners Pty Consulting Pty Ltd Ltd Consolidated The Company 2009 $’000 2008 $’000 2009 $’000 2008 $’000 66 966 15 24 370 33 63 815 13 51 190 50 - - - - - - - - - - - - Amounts receivable from and payable to directors and their director-related entities at balance sheet date arising from these transactions were as follows: Current receivable Enideb Pty Ltd 83 57 - - Servcorp Annual Report 2009 97 Notes to the financial statements for the financial year ended 30 June 2009 28. Related party disclosures (continued) Other transactions with the Company and its controlled entities (continued) Wholly-owned group Details of interests in wholly-owned controlled entities are set out in Note 25. Details of dealings with these entities are set out below. Loans Loans between entities in the wholly-owned group are repayable at call. Interest is charged monthly on outstanding balances. The weighted average interest rate for the year ended 30 June 2009 on outstanding loan balances was 11.83% for unsecured loans (2008: 12.45% for unsecured loans). Interest revenue brought to account by the Company in relation to these loans during the year: Interest revenue Balances with entities within the wholly-owned group The aggregate amounts receivable from, and payable to, wholly-owned controlled entities by the Company at balance sheet date and the significant transactions comprising the movement in the balance are: Current receivables Amounts receivable from controlled entities Current receivables comprise of day to day funding of expenses During the financial year, under the tax sharing agreement, Servcorp Limited recognised a net receivable of $1,631,102 (2008: $1,331,699) from its wholly-owned subsidiaries within the tax consolidated group for the year ended 30 June 2009. Current payables Amounts payable to controlled entities Current payables comprise of day to day funding of expenses The Company 2009 $’000 2008 $’000 1,305 1,695 80,626 67,129 15,910 2,367 Dividends Dividends received or due and receivable by the Company from wholly-owned controlled 22,000 16,000 entities 29. Subsequent events Other than the matters noted below, there has not arisen in the interval between reporting date and the date of this Financial Report, any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years. Dividend On 19 August 2009 the directors declared a fully franked final dividend of 10.0 cents per share, payable on 1 October 2009. The financial effect of the above transaction has not been brought to account in the financial statements for the year ended 30 June 2009. Financial Report 98 Directors’ declaration In the opinion of the directors of Servcorp Limited: a. the financial statements and notes, set out on pages 46 to 98, are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the financial position of the Company and Consolidated Entity as at 30 June 2009 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date; and ii. complying with Accounting Standards in Australia; and b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5) of the Corporations Act 2001. On behalf of the directors A G Moufarrige CEO Dated at Sydney this 19th day of August 2009. Servcorp Annual Report 2009 99 100 101 Shareholder information As at 9 September 2009 The shareholder information set out below is provided in Options accordance with the Listing Rules and was applicable as at 9 There were 4 holders of options over 140,000 unissued ordinary September 2009. shares granted to employees under the Executive Share Option Class of shares and voting rights Ordinary shares Scheme. There are no voting rights attached to the options. Voting rights will be attached to the unissued ordinary shares when the options There were 1,577 holders of the ordinary shares of the Company. have been exercised. The options are unquoted. At a general meeting: On-market buy-back ▪ ▪ On a show of hands, every member present has one vote; There is no current on-market buy-back. On a poll, every member present has one vote for each fully paid share held. Distribution of shareholders and optionholders Size of holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Totals Ordinary shares Options Number of Number of % of Number of Number of % of holders shares shares holders options options 409 810 179 152 249,942 2,184,482 1,393,831 3,913,714 0.32% 2.78% 1.78% 4.99% 27 70,725,341 90.13% 1,577 78,467,310 100% - - - 4 - 4 - - - - - - 140,000 100% - - 140,000 100% There were 35 holders of ordinary shares holding less than a marketable parcel, based on the closing market price at the specified date. Substantial shareholders The following organisations have disclosed a substantial shareholder notice to Servcorp: Number of % of voting shares power advised 48,379,753 60.51% 11,495,603 14.29% Name Sovori Pty Ltd Perpetual Limited Shareholder Information 102 Shareholder information As at 9 September 2009 Twenty largest shareholders Name AMP Life Limited Bond Street Custodians Limited (Ganes Value Growth Account) Brazil Farming Pty Ltd Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited (CFS Developing Companies Account) Cogent Nominees Pty Limited (SMP Accounts) Cogent Nominees Pty Limited Elmslie K Holliday-Smith R JP Morgan Nominees Australia Limited Moufarrige A G Moufarrige M E National Nominees Limited NRM Funds Pty Ltd RBC Dexia Investor Services Australia Nominees Pty Limited (Pipooled Account) RBC Dexia Investor Services Australia Nominees Pty Limited (Piselect Account) Sovori Pty Limited UBS Wealth Management Australia Nominees Pty Limited Uvira Superannuation Pty Limited (Uvira Holdings Employees Super Fund Account) VBS Exchange Pty Ltd Totals for Top 20 Options Category Options expiring 22 February 2013 (SRVAI) Number of Percentage of ordinary shares capital held held 142,321 315,671 160,000 758,179 1,813,927 472,794 775,981 417,500 250,000 7,642,896 540,890 128,842 4,143,152 169,950 2,546,871 579,294 0.18% 0.40% 0.20% 0.97% 2.31% 0.60% 0.99% 0.53% 0.32% 9.74% 0.69% 0.16% 5.28% 0.22% 3.25% 0.74% 47,902,145 61.05% 736,728 413,474 262,429 0.94% 0.53% 0.33% 70,173,044 89.43% Number on Number of issue 140,000 holders 4 Servcorp Annual Report 2009 103 Corporate information Directors Alf Moufarrige Bruce Corlett Rick Holliday-Smith Julia King Taine Moufarrige Company secretary Greg Pearce Share registry Registries Limited Level 7 207 Kent Street Sydney NSW 2000 GPO Box 3993 Sydney NSW 2001 Telephone: + 61 (2) 9290 9600 1300 737 760 Facsimile: + 61 (2) 9279 0664 1300 653 459 Registered office and principal office Email: registries@registries.com.au Level 12, MLC Centre 19 Martin Place Sydney NSW 2000 Telephone: Facsimile: + 61 (2) 9231 7500 + 61 (2) 9231 7665 Auditors Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000 Stock exchange Servcorp Limited shares are quoted on the Australian Securities Exchange under the code SRV. The Home Exchange is Sydney. Annual general meeting The annual general meeting of Servcorp Limited will be held at Level 12 MLC Centre, 19 Martin Place, Sydney at 5pm on Wednesday 18 November 2009. Corporate Information 104 Cert no. SGS-COC-006189 servcorp.net
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