Servcorp
Annual Report 2018

Plain-text annual report

A Servcorp The Revolution of Workspace Annual Report 2018 servcorp.com.auservcorp.com.au Contents & Servcorp’s Aim Servcorp’s aim To be the world’s finest Workspace Solutions provider; providing IT and commercial services second to none; giving our clients a commercial advantage; paying our people reasonable wages; and giving our shareholders an acceptable return on the funds they invest. Global & Unified Servcorp Limited ABN 97 089 222 506 The Product Offices For those who want to win! The Servcorp Revolution 1 Contents 2018 in review Global locations Chairman’s message CEO’s message The revolution of workspace Servcorp’s community Information & communication technology Global communications network Our environmental commitment Community service The Servcorp team Corporate governance Directors’ report Remuneration report Financial report Auditor’s report Shareholder information Corporate information 2 4 6 8 10 12 14 16 18 20 23 24 36 46 59 96 100 102 For those who want to win! 2 servcorp.com.au 2018 In Review 2018 in review Net profit before tax (millions) Servcorp geographic spread (floors) 27 24 22 10 9 8 6 5 4 4 4 4 Australia Japan USA China Saudi Arabia UAE Singapore Thailand Belgium NZ Qatar UK Iran Malaysia Hong Kong Turkey Bahrain France India Lebanon Indonesia Philippines Kuwait 3 3 3 3 3 2 2 2 1 1 1 3 12 months ended 30 June Revenue & other income Net profit before tax - statutory Net profit before tax - underlying Net profit after tax - statutory Net profit after tax - underlying Net operating cash flows Cash & investments Net assets Earnings per share Dividends per share 2014 $’000 242,247 34,257 2015 $’000 277,378 41,211 2016 $’000 328,601 48,840 2017 $’000 329,565 48,193 26,336 33,141 39,722 40,711 40,214 108,788 217,101 $0.268 $0.200 59,928 114,451 241,898 $0.337 $0.220 60,575 114,586 261,020 $0.404 $0.220 54,354 118,754 267,175 $0.414 $0.260 2018 $’000 314,403 32,051 37,851 10,062 28,862 50,077 104,836 250,165 $0.102 $0.260 Revenue (millions) Floors & Locations (as at 30 June) Offices (as at 30 June) The Servcorp Revolution4 servcorp.com.au Our Battlefield Our batt lefield United States of America Atlanta – Level 20, Terminus 200 – Level 36, 1075 Peachtree, Midtown Boston – Level 14, One International Place Chicago – Level 42, 155 North Wacker Drive – Level 49, 300 North LaSalle – Level 17, River Point, West Loop Dallas – Level 6, JP Morgan International Plaza III – Level 10, Rosewood Court Houston – Level 39, Bank of America Center – Level 41, Williams Tower Irvine – Level 8, Irvine Towers Los Angeles – Level 40, Figueroa at Wilshire Miami – Level 27, Southeast Financial Center New York City – Level 23, 1330 Avenue of the Americas – Level 26, The Seagram Building – Level 40, 17 State Street – Level 85, One World Trade Center Philadelphia – Level 37, BNY Mellon Center San Francisco – Level 27, 101 California Street – Level 49, 555 California Street Washington D.C. – Level 10, 1717 Pennsylvania Avenue – Level 10, 1155 F Street United Kingdom London – Level 17, Dashwood House – Level 18, 40 Bank Street, Canary Wharf – Level 30, The Leadenhall Building – Level 1, Devonshire House, One Mayfair Place Belgium Brussels – Levels 20 & 21, Bastion Tower – Levels 5 & 6 and Ground Floor, Schuman 3, European Quarter France Paris – Ground Floor, 23 Edouard VII Square, Edouard VII - Opéra Madeleine – Level 2, 21 Boulevard Haussmann Turkey Istanbul – Levels 5 & 6, Louis Vuitton Orjin Building – Level 8, Tekfen Tower Kingdom of Bahrain Manama – Levels 22 & 41, West Tower Bahrain Financial Harbour – Level 13, Diplomatic Commercial Office Tower(DCO) Iran Tehran – Levels 7, 8 and 9, Park Building – Level 15 Kian Tower Kuwait Kuwait City – Level 18, Sahab Tower Lebanon Beirut – Levels 2 & 3, Louis Vuitton Building Qatar Doha – Levels 14 & 15, Commercialbank Plaza – Level 22, Tornado Tower – Level 21, Doha Tower Kingdom of Saudi Arabia Al Khobar – Level 22, Al Hugayet Tower – Level 21, Al Khobar Gate Tower Jeddah – Level 9, Jameel Square – Level 26, King’s Road Tower – Level 7, Al Murjanah Tower Riyadh – Level 6, Gate D, Al Akaria Plaza – Level 18, Al Faisaliah Center – Level 1, BuiIding No. 7, The Business Gate – Level 29, Olaya Towers, Tower B United Arab Emirates Dubai – Level 23, Boulevard Plaza 2 – Levels 41 & 42, Emirates Towers – Level 21, Al Habtoor Business Tower – Level 54, Almas Tower Abu Dhabi – Level 4, Al Mamoura Building B – Level 36, Etihad Towers – Level 17, World Trade Center China Beijing – Level 24, Tower 3, China Central Place – Level 19, Tower E2, Oriental Plaza – Level 26, Fortune Financial Center Chengdu – Level 18, Shangri-La Office Tower – Level 28, Chengdu One Aerospace Center Guangzhou – Level 54, Guangzhou IFC Hangzhou – Level 3, Jiahua International Business Center Shanghai – Level 23, Citigroup Tower – Level 29, Tower One, Jing An Kerry Center – Level 5, Somekh Building Hong Kong Central – Level 19, Two International Finance Centre – Level 9, The Hong Kong Club Building Kowloon – Level 12, One Peking Road Japan Fukuoka – Level 15, Fukuoka Tenjin Fukoku Seimei Building – Level 2, NOF Hakata Ekimae Building Nagoya – Level 40, Nagoya Lucent Tower – Level 4, Nagoya Nikko Shoken Building Osaka – Level 9, Edobori Center Building – Levels 18 & 19, Hilton Plaza West Office Tower – Level 4, Shinsaibashi Plaza Building – Level 7, Honmachi Minami Garden City Tokyo – Level 11, Aoyama Palacio Tower – Level 14, Hibiya Central Building – Level 20, Marunouchi Trust Tower – Main – Level 1, Yusen Building – Level 7, Wakamatsu Building – Level 8, Nittochi Nishi-Shinjuku Building – Level 9, Ariake Frontier Building, Tower B – Level 28, Shinagawa Intercity Tower A – Level 32, Shinjuku Nomura Building – Level 21, Shiodome Shibarikyu Building – Level 27, Shiroyama Trust Tower – Level 45, Sunshine 60 – Level 27, Tokyo Sankei Building – Level 18, Yebisu Garden Place Tower – Level 8, Tri-Seven Roppongi Yokohama – Level 10, Hulic Minato Mirai The Servcorp Revolution 5 Coming soon Germany Berlin – Level 8, Linkstrasse 2 India Hyderabad – Level 7, Maximus Towers Mumbai – Level 8, Vibgyor Towers Indonesia Jakarta – Level 33, International Financial Centre Tower 2 Malaysia Kuala Lumpur – Level 36, Menara Citibank – Level 23, NU Tower 2 – Level 33, ILHAM Tower Philippines Manila – Level 17, 6750 Ayala Avenue Singapore Singapore – Penthouse Level & Level 42, Suntec Tower Three – Level 30, Six Battery Road – Level 39, Marina Bay Financial Centre Tower 2 – Level 8, The Metropolis Tower 2 – Level 24, CapitaGreen Thailand Bangkok – Levels 8 & 9, 1 Silom Road – Level 29, The Offices at Centralworld – Level 18, Park Ventures Ecoplex – Level 11, Mercury Tower Australia Adelaide – Levels 24 & 30, Westpac House Brisbane – Level 36, Riparian Plaza – Level 19, 10 Eagle Street – Level 27, Santos Place Canberra – Level 1, The Realm – Level 9, Nishi Building Hobart – Level 6, Reserve Bank Building Melbourne – Levels 18 & 27, 101 Collins Street – Level 40, 140 William Street – Level 2, Riverside Quay, Southbank Perth – Level 28, AMP Tower – Level 11, Brookfield Place Sydney – Level 29, Chifley Tower – Level 36, Gateway – Level 57, MLC Centre – Level 26, 44 Market Street – Level 32, 101 Miller Street, North Sydney – Level 22, Tower Two Westfield, Bondi Junction – Level 1, The Octagon, Parramatta – Level 15, Deloitte Building, Parramatta – Level 9, Avaya House, Macquarie Park – Level 5, Nexus Norwest, Baulkham Hills – Level 35, Tower One, Barangaroo New Zealand Auckland – Levels 26 & 27, PWC Tower – Level 31, Vero Centre Wellington – Level 16, Dimension Data House 6 Chairman’s Message Chairman’s message servcorp.com.au7 financial year will be 26.0 cents per share (13.0 cents in each half). Future franking levels are uncertain. These forecasts are subject to currencies remaining constant, global financial markets remaining stable and no unforeseen circumstances. On behalf of the Board I want to acknowledge the outstanding efforts of our CEO, Alf Moufarrige; our leadership group; and all the Servcorp team members, for their dedication and commitment during the past year of continued disruption in the commercial office marketplace. The change in our industry presents an opportunity for Servcorp to capitalise on the rapidly evolving workplace industry. While the flexible workspace sector continues to be highly competitive, our underlying business is performing satisfactorily in most regions. Despite our recent challenges, we remain optimistic due to our unique strategic positioning, global reach, technology platform, longstanding track record, impressive cash generation and strong net cash position; all of which reinforce our confidence in Servcorp’s potential to continue to drive healthy returns for our shareholders, and maintain our position as the world’s premium provider of Workspace Solutions. We look to the future with optimism. We thank you, our shareholders, for your continuing support. Bruce Corlett AM Since 2017, the flexible workspace industry has seen unprecedented change, as commercial real estate experiences significant disruption. This disruption has impacted our short term performance in some markets but we believe Servcorp’s investment in strategic initiatives will position us to capitalise on significant long term opportunities. Whilst this industry disruption brings new competition and certain challenges, Servcorp believes it brings immense opportunity; our opportunity is to transition from being the premium provider of this space in a niche market to the premium provider of this space in a more mainstream market. Revenue for the year was $314.4 million, a decrease of 5% on 2017. Net profit before tax was $32.1 million, a decrease of 33%, and within our amended guidance. Net profit after tax was $10.1 million, with earnings per share of 10.2 cents. Net profit before tax was impacted by more than $5 million of one-off expenses incurred relating to strategic initiatives. In addition to this, net profit after tax was also affected by a one-off, non-cash $13 million adjustment relating to the USA deferred tax asset. Excluding these significant, one-off items, which do not reflect the real operating performance of our business, underlying net profit before tax and net profit after tax were $37.9 million and $28.9 million respectively. During the 2018 financial year the business generated net operating cash surpluses of $50.1 million, down 8% on 2017. Cash and investment balances at 30 June 2018 were $104.8 million, a decrease of 12%; $97.1 million of this balance was unencumbered and the Company has negligible debt. These balances are after significant cash outflows of more than $5 million for strategic initiatives and $7.3 million on a share buy-back program. We are also investing approximately $35 million in modernising our current fitouts to incorporate coworking as an integral piece. Having strong cash balances positions Servcorp to take advantage of opportunities should they arise, particularly in disrupted markets. The Company undertook a share buy- back program in the second half of the 2018 financial year, spending $7.3 million, acquiring approximately 1.6 million shares. Directors have declared a final dividend of 13.0 cents per share, 25% franked. This final dividend brings total dividends for the 2018 financial year to 26.0 cents per share, resulting in a payout to shareholders of approximately $25.38 million. In response to the impact seen in our global market from the growing emergence of new and well-funded disruptive players in flexible office workspace, we undertook several major review and restructuring initiatives in the 2018 financial year. These initiatives included a comprehensive industry review that identified the new trends, and considered the future implications for both service providers like Servcorp and for major global commercial property owners. The review included assessment of our current extensive operating system platforms for property management, communication services and related infrastructure, and for the communities already existing within the Servcorp client base. The review identified significant competitive and valuable capabilities relevant for both our existing business and for the new direction of this broadening market sector. In conjunction, we considered the ability of selected segment areas to be ready for major transactions involving external parties, and we carried out a series of internal tasks to substantially improve our ability to be agile and ready for new initiatives. We undertook this strategic work to make us future ready; the related costs have been fully covered in the 2018 financial year results. For the 2019 financial year we project net profit before tax to be between $34 million and $40 million. New floor operating losses are expected to be between $4 million and $5 million. We are committed to sound commercial practice, including generating regular and recurring net operating cash flow, which in the 2019 financial year is expected to exceed $50.0 million. Directors anticipate the level of dividends for the 2019 The Servcorp Revolution8 CEO’s Message CEO’s message The Revolut ion 2018 was not as good as I expected but we have an advantage over the competition. Our cash flow is positive and our base design suits the current coworking market; our coworking and virtual sales on the floors that have been made over to include coworking are above expectation. We have currently completed, or are in the last stages of completing, the modernisation of over 80 of our 150 locations. We anticipate that this modernisation and the fitout of our new floors will involve a capital investment of approximately $50 million. It is with great confidence that I view this year and Servcorp’s ability to thrive in this revolutionary environment. Hot Desk, Dedicated Desk, Offices and The Membership are the current name of the game. The revolution in the flexible workplace industry has taken the shared space usage from 4% to 15% of the total commercial real estate market. In the short term, this adversely affects us but in the long term we are in the running to be one of the world leaders in this industry. I have a view that building owners that are rushing into coworking and entrepreneurs who see this as a ‘get rich quick’ solution will create demand, but in many cases for them it will come to tears.. Over the years we have designed, tested and rolled out solutions that help branch offices and small businesses. We have created managed workspace with real solutions – nobody else in this industry has accomplished that. If we can educate just a small percentage of the market, the future is secure. Our aim in 2018/ 2019 will be to continue to stabilise the corporation and increase our profit from our 150 locations, but I have no fear of expansion when we have successful management. This year we will open at least 4 major centres, two in Japan, one in a new territory in a great Berlin location and one extra-large centre in Riyadh. We are also expanding in Mayfair and Canary Wharf in London which adds approximately 5% to our portfolio size. I look forward to you sharing in Servcorp’s future. A G Moufarrige AO CEO servcorp.com.au9 The Servcorp Revolution10 The Revolution of Workspace The Revolution of workspace The flexible workspace industry (as it is now known) is experiencing a period of transition and transformation. Servcorp vs WeWork Servcorp, since its inception in 1978, has always led the development of workspace solutions, and has grown organically since its IPO in 1999. At the time of the IPO, Servcorp operated in 8 countries with 35 floors. By June 2009, Servcorp operated in 14 countries, with 73 floors; in 10 years Servcorp had doubled its size. In 2009 the global market conditions created an opportunity to secure leases on what was expected to be very favourable terms. This represented an attractive opportunity for aggressive expansion. During October and November 2009, Servcorp successfully undertook an equity capital raising of $80 million to fund a global expansion program. During the 2010 and 2011 years Servcorp opened a further 53 floors and expanded into 26 new cities and 7 new countries. At 30 June 2018, Servcorp operated 151 floors in 53 cities across 23 countries. As a leader in the workspace industry, Servcorp is transitioning with the changes. Our investment in reshaping our global portfolio to modernise current fit-outs and enhance our coworking offering is progressing well. We have completed, or are in the last stages of completing, more than 80 locations and will continue our investment into 2019. This new product category is already selling well and should create new revenue streams. servcorp.com.au11 We anticipate adding approximately 7.5% to capacity during the 2019 financial year, including our first location in Germany, two new locations in Japan and one in Saudi Arabia. With our focus being the modernisation of current fit-outs, in the 2018 financial year only 2 new floors were opened, in Bangkok and Beirut. * In Bangkok we opened in Mercury Tower, a 23-floor grade A office building located in the heart of Bangkok’s CBD. Known for its attractive area, Mercury Tower is connected with BTS Chidlom Station and is opposite Central Chidlom department store, offering the utmost convenience of terrific transport connections. Comprising of office and retail space, it offers a great selection of restaurants, café & bakery, pharmacies, gym and banks. * In Beirut, we opened another floor in the Louis Vuitton Beirut Souks building. Located on the 3rd floor of the building, the Servcorp offices offer beautiful views over the busy Allenby Street and Beirut Souks. The Servcorp floor was designed with a classy and traditional atmosphere to keep in line with Beirut Souks environment and charm. The Servcorp Revolution12 Servcorp’s Community Servcorp’s community Servcorp Community allows you to connect, collaborate and come together with over 40,000 fellow businesses globally. Consider it your own private global business network. As well as providing a directory of our active clients, the platform has a fully functioning event management system (over 1,000 events created to date), discussions, groups, and more than 600 client articles. We have been working hard to establish some exclusive partnerships available only to our clients. A few noteworthy partnerships include Etihad, JetSmarter, TriNet, Ritz Carlton and In The Know Experiences. One of the biggest benefits for Servcorp itself is that we have now been able to find new business suppliers through the platform’s directory, which has provided us with the ability to give back to our clients in a way that has mutual benefit. The next 12 months will see a focus on continuing to build client engagement, expand partnerships, grow ‘The Membership’ package, and include new Servcorp services. All of this adds value to our Servcorp packages, and importantly helps our clients grow their business even further with Servcorp. Connect Share Thrive As of 1 September 2018, Servcorp Community has a new home, “Servcorp Home”. Instead of navigating to multiple Servcorp websites and remembering logins, Servcorp Home delivers a seamless client experience with just one touchpoint for all Servcorp services. Over the last 18 months, Servcorp has invested heavily in building a platform with the aim to add real tangible value, exclusive to Servcorp clients. Servcorp Home combines Community with Servcorp Online and MyServcorp, making it easier for clients to make bookings, access invoices and interact with each other. Internally, this has seen the collaboration of many Servcorp teams and resources to help bring about a world-class private business platform. The purpose has always been for our clients to connect with Servcorp’s 40,000+ strong global client network. There are now over 10,000 active profiles on Community, which is growing every day. This means a service you are looking for is likely provided by a verified Servcorp client within our ecosystem. Since launching, we have heard some truly amazing stories of clients connecting and conducting business, through the platform, all around the world. There are various ways of connecting with a client, but notably, with global dial displayed on a client’s profile, a client can simply pick up the phone and video call another Servcorp client from any of our 150+ locations. servcorp.com.au13 Buy from. Sell to. Interact. The Servcorp Revolution14 servcorp.com.au Information & Communication Technology Information & communicat ion technology Servcorp continues to invest and innovate in our world leading technology services business. It is Servcorp’s belief that technology is not only a necessity but also a key point of difference for our business and its clients. The ongoing focus of the investment is to deliver the best flexible workspace experience whilst enabling our team members to deliver the highest levels of customer service. 1 2 NEVER MISS THAT IMPORTANT CALL RUN YOUR BUSINESS MORE EFFICIENTLY Find Me Follow Me Call Diversion Live Receptionist IT Support IT Consulting Call Screening Welcome Servcorp Home! OneAp now has Wi-Fi OneAp – Wi-Fi Meetings App Security Servcorp’s Technology teams have revamped the digital experience by delivering a consolidated, consistent and simple experience to our clients with our new portal Servcorp Home (https://home. servcorp.com). Servcorp Online, MyServcorp and Servcorp Community have all merged into the one home, giving our clients the ability to make bookings, update their communications, access their invoices, check their billing and most importantly, interact with the global Servcorp Community. Servcorp’s Workspace Platform goes live in AU&NZ The Servcorp Workspace Platform (SWP) is the unique and in-house developed workspace management system that greatly simplifies processes, enhances client engagement and reduces administrative tasks for Servcorp team members. The platform’s successful implementation in both the Australian and New Zealand operations has allowed the USA to be the aim this coming financial year. We firmly believe the SWP will set Servcorp apart and create efficiencies to enhance Servcorp’s position in the market. Servcorp’s proprietary technology and application OneAp has continued to evolve and now encompasses Wi-Fi capabilities. Clients on OneAp now automatically connect onto the Wi-Fi network at Servcorp locations worldwide. Furthermore, clients are able to add any device or guests onto the network using QR (Quick Response) codes thus providing a simple yet secure means to control access to the Wi-Fi network. The keys to the office are going digital! Servcorp has started investing in keyless doors with the aim to commence deployment in the coming financial year. The new global access control and locking mechanism will enable clients to travel across Servcorp locations worldwide and obtain access to any of its facilities using a single access card or the Servcorp Smartphone OneAp application. We firmly believe the above investments and innovation will further enhance Servcorp’s lead position in the market. Information & communicat ion technology The Servcorp Revolution 15 3 4 5 EXPAND YOUR BUSINESS WITH EASE TAKE YOUR OFFICE WITH YOU ANYWHERE YOU GO HAVE ACCESS TO THE MOST ADVANCED GLOBAL COMMUNICATION SYSTEM Local Number Professional Phone Greetings Onefone – VoIP Global Dial OneAp Automated Attendant Voicemail & Fax To Email Video Conferencing Conference Calling Wi-Fi IP Video Phones Voicemail Notifications Voicemail To SMS Security Global Redundancy & Disaster Recovery Internet Exchange Peering 16 servcorp.com.au Global Communications Network Global communicat ions network San Francisco Los Angeles Irvine Chicago Boston New York City Philadelphia Washington D.C. Dallas Houston Atlanta Miami London Brussels Paris Istanbul Beijing Beirut Tehran Kuwait City Al Khobar Manama Doha Jeddah Riyadh Dubai Abu Dhabi Nagoya Fukuoka Osaka Tokyo Yokohama Shanghai Hangzhou Chengdu Guangzhou Kowloon Hong Kong Mumbai Hyderabad Bangkok Manila Kuala Lumpur Singapore Jakarta Perth Adelaide Melbourne Hobart Brisbane Sydney Canberra Auckland Wellington San Francisco Los Angeles Irvine Chicago Boston New York City Philadelphia Washington D.C. Dallas Houston Atlanta Miami London Brussels Paris The Servcorp Revolution 17 Our network is truly revolutionary Istanbul Beirut Tehran Kuwait City Al Khobar Manama Doha Dubai Abu Dhabi Jeddah Riyadh Nagoya Tokyo Yokohama Fukuoka Osaka Shanghai Hangzhou Beijing Chengdu Guangzhou Kowloon Hong Kong Mumbai Hyderabad Bangkok Manila Kuala Lumpur Singapore Jakarta Perth Adelaide Melbourne Hobart Brisbane Sydney Canberra Auckland Wellington 18 Our Environmental Commitment Our Environmental commitment More t han 2,300 trees Planted in 2018 More t han 100,000 m2 By Servcorp forest Servcorp acknowledges the seriousness of climate change and the impact high concentrations of greenhouse gases in the atmosphere are having on our planet. There is growing need for businesses to become sustainable to ensure the protection of the environment from further damage. We have three distinct areas of focus; Reduce, Offset and Educate. As a global company, we have a responsibility for taking a leadership role amongst both team members and clients worldwide to educate them on our values and attitude towards the environment. We will endeavour to make everyday changes, such as reducing paper use, recycling waste materials and using energy efficient processes, to help make a difference. The Project aims to reduce our carbon emissions, offset our existing footprint and educate our teams and clients about improving their day-to-day impact on the environment. As well as offsetting greenhouse gas, this action is helping improve water quality, reduce soil degradation and provide essential habitat for native wildlife. Servcorp has already planted nearly 36,000 trees and the ‘Servcorp forest’ now covers more than 100,000 square metres of regional land. The Servcorp forest will already remove more than 9,700 tonnes of carbon dioxide from the atmosphere during its lifespan. This is offsetting our Sydney Head Office greenhouse gas emissions from waste for the equivalent of five years! As Servcorp continues to grow and open new locations, we choose green buildings as another step in the right direction, and to further reduce our impact on the environment. Servcorp also take a proactive approach to offsetting greenhouse emissions. Since 2007, Servcorp has supported The Green Offices Project as our global platform for these initiatives. As part of The Green Offices Project, Servcorp plants a tree for every Virtual Office sold online through the Servcorp website. Virtual Offices, which are inherently environmentally friendly, continue to be a driving force behind the Green Offices Project. servcorp.com.au19 9,700 CO 2 Offsetton The Servcorp Revolution20 Community Service Community service Servcorp supports 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, and sponsors and supports the Australian Chamber Orchestra. Servcorp is a racially diverse company, supporting Christian, Buddhist, Muslim and Jewish causes. We are proud of the fact that as a global Company we work with our local communities to bring about real change for good. We’d like to thank our clients and those who contributed to the success of our fundraising for the year. Servcorp holds charity functions and balls, runs raffles and undertakes donation drives all year round in all our locations. Every dollar that is raised by our teams on the ground is matched dollar for dollar by Servcorp. Over the year, Servcorp has raised and donated in excess of $350,000 to help with many organisations around the world. In Australia, Youngcare continues to be the main focus of our fundraising, and Servcorp’s executive Director, Taine Moufarrige, continues to be heavily involved with this organisation. The other organisations we strongly supported globally this year included: – Cancer Council – Centenary Institute Medical Research Foundation – Lifeline Australia – MS Research Australia – Murdoch Children’s Research Institute – Pollie Pedal – Rotary Club of Sydney – St Vincent’s Health Australia – The George Naim Khattar Foundation – Beijing Youth Development Foundation - China – Breast Cancer Awareness Program - UAE – Children’s Joy Foundation - The Philippines – Good Shepherd Home Foundation - Thailand – Look Good Feel Better - United Kingdom – Run for the Cure - Japan . servcorp.com.au21 The Servcorp Revolution23 The Servcorp RevolutionThe Servcorp Revolution 25 Our Directors and Execut ives The Board and Executives Bruce Corlett AM – Chairman Rick Holliday-Smith – Non-Executive Director Mark Vaile AO – Non-Executive Director Wallis Graham – Non-executive Director Alf Moufarrige AO – Executive Director, CEO Taine Moufarrige – Executive Director Marcus Moufarrige (BCom) – Chief Operating Officer Anton Clowes (BCom (Hons), CA, – Chief Financial Officer Greg Pearce (CA, FGIA, FCIS) – Company Secretary Operational Executives Olga Vlietstra (BA) – General Manager Japan Liane Gorman – General Manager Australia & New Zealand Krystle Sulway-Johansson – General Manager Southeast Asia, Hong Kong, France and Belgium Laudy Lahdo (BCom) – General Manager Middle East Fabienne Hajjar (PharmD) – Senior Manager Qatar and Iran Charles Robinson (LLB, BCom) –Senior Vice President USA David Godchaux (MSc Hons) – General Manager Middle East Anna Chavez (BDesign(Hons) BA) – Senior Manager China and Singapore Head Office Executives Selene Ng (BCom, BA) – General Manager Serviced Offices Warren James – Chief Property Officer Matthew Baumgartner (BInfTech (SE), CCIE, MBA) – Chief Information Officer Daniel Kukucka (MBA, BE, DipEngPrac) – Chief Technology Officer Steve Gainer – Global Accounts – Japan 24 The Board of Directors of Servcorp Limited (Servcorp or the Company) has responsibility for the long term financial health and 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 Board is committed to the principles underpinning the ASX Corporate Governance Council Principles and Recommendations. The Board is continually working to improve Servcorp’s governance policies and practices, where such practices will bring benefits or efficiencies to Servcorp. Details of Servcorp’s compliance are set out below, and in the ASX principles compliance statement on pages 28 to 35 of this annual report. The information in this statement is current as at 22 August 2018 and has been approved by the Board. ROLE OF THE BOARD The Board has adopted a formal statement of matters reserved for the Board. The central role of the Board is to set Servcorp’s strategic direction and to oversee Servcorp’s management and business activities. COMPOSITION OF THE BOARD The size and composition of the Board is determined by the Board, subject to the limits set out in the Company's Constitution which requires a minimum of three Directors and a maximum of twelve Directors. Responsibility for management of Servcorp’s business activities is delegated to the CEO and management. The Board’s primary responsibilities are: – the protection and enhancement of long term shareholder value; – ensuring Servcorp has appropriate corporate governance structures in place; – endorsing strategic direction; – monitoring Servcorp’s performance within that strategic direction; – appointing the Chief Executive Officer and evaluating his performance and remuneration; – monitoring business performance and results; – identifying areas of significant risk and seeking to put in place appropriate and adequate control, monitoring and reporting mechanisms to manage those risks; – establishing appropriate standards of ethical behaviour and a culture of corporate and social responsibility; – approving senior executive remuneration policies; – ratifying the appointment of the Chief Financial Officer and the Company Secretary; – monitoring compliance with continuous disclosure policy in accordance with the Corporations Act 2001 and the Listing Rules of the Australian Securities Exchange; – monitoring that Servcorp acts lawfully and responsibly; – reporting to shareholders; – addressing all matters in relation to issued securities of the Company including the declaration of dividends; – ensuring the Board is, and remains, appropriately skilled to meet the changing needs of Servcorp. The Board Charter is available on Servcorps’s website; servcorp.com.au The Board comprises six Directors (two executive and four non- executive). All four non-executive Directors are considered to be independent. The only change to the Board since the last annual report was the appointment of Mrs Wallis Graham on 3 October 2017. Mrs Graham retired at the 2017 annual general meeting and, having made herself available, was elected by shareholders at that meeting. The Chairman of the Board, Mr Bruce Corlett, is an independent non-executive Director. 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, experience and expertise of each Director in office at the date of this annual report are set out on pages 36 and 37 of this annual report. The Board will continue to be made up of a majority of independent non-executive Directors. The performance of non-executive Directors was reviewed during the year. The names of the Directors of the Company in office at the date of this annual report are set out in the table on the following page. DIRECTORS’ INDEPENDENCE It is important that the Board is able to operate independently of executive management. The non-executive Directors are considered by the Board to be independent of management. Independence is assessed by determining whether the Director is free of any business interest or other relationship which could materially interfere with the exercise of their unfettered and independent judgement and their ability to act in the best interests of Servcorp. Corporate Governance25 NAMES OF DIRECTORS IN OFFICE AT THE DATE OF THIS ANNUAL REPORT DIRECTOR FIRST APPOINTED A G Moufarrige 24 August 1999 B Corlett 19 October 1999 R Holliday-Smith 19 October 1999 T Moufarrige 25 November 2004 M Vaile 27 June 2011 W Graham 3 October 2017 NON- EXECUTIVE INDEPENDENT RETIRING AT 2018 AGM SEEKING RE-ELECTION AT 2018 AGM No Yes Yes No Yes Yes No Yes Yes No Yes Yes No No Yes No No No N/A N/A Yes N/A N/A N/A 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. All Director appointments or changes are dealt with by the Nomination Committee. CONFLICT OF INTEREST In accordance with the Corporations Act 2001 and the Company’s Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that would potentially conflict with those of Servcorp. Where the Board believes that an actual or potential significant conflict exists, the Director concerned, if appropriate, will not take part in any discussions or decision making process on the matter and will abstain from voting on the item being considered. Details of Director related entity transactions with the Company and the Consolidated Entity are set out in Note 23 to the Consolidated financial report. INDEPENDENT PROFESSIONAL ADVICE Each Director has the right to seek independent professional advice, at Servcorp’s expense, to help them carry out their responsibilities. Prior approval of the Chairman is required, which will not be unreasonably withheld. A copy of any written advice received by the Director is made available to all other members of the Board. ETHICAL STANDARDS 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. Codes of conduct, outlining the standards of personal and corporate behaviour to be observed, form part of Servcorp’s management and team on-line resources. 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 announcement to the ASX of the Company’s half-year and full-year results; or – whilst in possession of non-public price sensitive information. Directors must discuss proposed purchases or sales of shares in the Company with the Chairman before proceeding. If the Chairman proposes to purchase or sell shares in the Company, he must receive approval from the next most senior non-executive Director 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. The Company’s Securities Trading Policy is available on Servcorp’s website; servcorp.com.au AUDITOR INDEPENDENCE The Company’s auditor Deloitte Touche Tohmatsu (Deloitte) was appointed at the annual general meeting of the Company on 6 November 2003. Deloitte rotate their audit engagement partner every five years. 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. Corporate Governance26 DIVERSITY Servcorp has a culture that both embraces and achieves diversity in its global operations. Servcorp is culturally diverse in its employment practices and has a global culture of employing the best qualified available talent for any position regardless of gender, age, race or religion. Servcorp benefits from the diversity of its team members and has training programs to assist with developing their skills and with career advancement. Servcorp travels team members to work in its global locations, giving them exposure to and understanding of various differing cultures and marketplaces. Audit and Risk Committee The members of the Audit and Risk Committee during the year were: – Mr R Holliday-Smith (Chair) – Mr B Corlett (ceased 15 December 2017) – The Hon. M Vaile – Mrs W Graham (appointed 3 October 2017) All three current members are independent non-executive Directors. Servcorp has a high participation of women across all employment levels. The proportion of women employees in the whole organisation, senior executive positions and on the Board is set out in the following table. The Chairman of the Audit and Risk Committee is independent and is not the Chairman of the Board. The primary function of the Audit and Risk Committee is to assist the Board to meet its oversight responsibilities in relation to: FULL TIME EMPLOYEES TOTAL NO. WOMEN % Consolidated entity Senior executive Board 818 25 6 82% 44% 17% MEN % – ensuring the Company adopts, maintains and applies appropriate accounting and financial reporting processes and procedures; 18% 56% 83% – reviewing and monitoring the integrity of the Company’s financial reports and statements; – ensuring the Company maintains an effective risk management framework and internal control systems; – monitoring the performance and independence of the “Senior executive” are general managers, senior managers and Head Office executives who report directly to the CEO, COO or Executive Director. Under the Workplace Gender Equality Act 2012 (WGE Act), any employer with 100 or more employees must submit an Annual Compliance Report detailing the composition of its workplace profile in Australia. Servcorp has lodged its WGE Report for 2018 with the WGE Agency and has received notice that the Company and its Australian subsidiaries are compliant with the WGE Act. Shareholders may access the report on Servcorp’s website; servcorp.com.au external audit process and addressing issues arising from the audit process. It is the Committee’s responsibility to maintain free and open communication between the Committee and the external auditor and the management of Servcorp. The external auditors attend all meetings of the Committee. The Chief Executive Officer, the Chief Financial Officer and other senior management attend Committee meetings by invitation. The Audit and Risk Committee met four 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. 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 Servcorp. Procedures are in place to ensure that all price sensitive information is disclosed to the ASX in accordance with the continuous disclosure requirements of the Corporations Act 2001 and ASX Listing Rules. The responsibilities of the Audit and Risk Committee, as stated in its charter, include: – reviewing the financial reports and other financial information distributed externally; – reviewing the Company’s policies and procedures for compliance with Australian equivalents to International Financial Reporting Standards; The Company Secretary has been appointed as the person responsible for communications with the ASX. – monitoring the procedures in place to ensure compliance with the Corporations Act 2001, ASX Listing Rules and all other regulatory requirements; – assisting management in improving the quality of the COMMITTEES The Board does not delegate major decisions to Committees. Committees are responsible for considering detailed issues and making recommendations to the Board. The Board has established three Committees to assist in the implementation of its corporate governance practices. accounting function; – monitoring the internal control framework and compliance structures and considering enhancements; – overseeing the risk management framework; – reviewing external audit reports to ensure that, where major deficiencies or breakdown in controls or procedures have been identified, appropriate and prompt remedial action is taken by management; – reviewing reports on any major defalcations, frauds and thefts from the Company; Corporate Governance 27 Remuneration Committee The Remuneration Committee members during the year were: – The Hon. M Vaile (Chair) – Mr B Corlett – Mr R Holliday-Smith The primary function of the Remuneration Committee is to assist the Board in adopting remuneration policy and practices that: – supports the Board’s overall strategy and objectives; – attracts and retains key employees; – links total remuneration to financial performance and the attainment of strategic objectives. Specifically this will include: – making recommendations to the Board on appropriate remuneration, in relation to both the amount and its composition, for the Chief Executive Officer and senior executives who report to the Chief Executive Officer; – developing and recommending to the Board short term and long term incentive programs; – monitoring superannuation arrangements for the Company; – reviewing recruitment, retention and termination strategies and procedures; – ensuring the total remuneration policy and practices are designed with proper consideration of accounting, legal and regulatory requirements for both local and foreign jurisdictions; – reviewing the Remuneration Report for the Company and ensuring that publicly disclosed information meets all legal requirements and is accurate. The Remuneration Committee shall ensure the Company is committed to the principles of accountability and transparency and to ensuring that remuneration arrangements achieve a balance between shareholder and executive rewards. The Remuneration Committee reviews the executive remuneration structures each year to ensure they continue to be appropriate. Details are included in the Remuneration Report on pages 46 to 57 of this annual report. The Remuneration Committee met two times during the year. The Chief Executive Officer attends Committee meetings by invitation to assist the Committee in its deliberations. The Remuneration Committee Charter is available on Servcorp’s website; servcorp.com.au Audit and Risk Committee (continued) – considering the appointment and fees of the external auditor; – reviewing and approving the terms of engagement and fees of the external auditor at the start of each audit; – considering and reviewing the scope of work, reports and activities of the external auditor; – establishing appropriate policies in regard to the independence of the external auditor and assessing that independence; – liaising with the external auditor to ensure that the statutory annual audit and half-yearly review are conducted in an effective manner; – addressing with management any matters outstanding with the auditors, taxation authorities, corporate regulators, Australian Securities Exchange and financial institutions; – monitoring the establishment of appropriate ethical standards. The Audit and Risk Committee Charter is available on Servcorp’s website; servcorp.com.au Nomination Committee The Nomination Committee members during the year were: – Mr B Corlett (Chair) – Mr R Holliday-Smith (ceased 15 December 2017) – The Hon. M Vaile – Mrs W Graham (appointed 3 October 2017) The primary function of the Nomination Committee is to support and advise the Board in fulfilling its responsibility to shareholders in ensuring the Board is comprised of individuals who are best able to discharge the reponsibilities of Directors. Specifically this will include establishing and reviewing the following matters for non-executive Directors on the Board and Board Committees: – processes for identification of suitable candidates for an appointment or re-election to the Board, and selection procedures; – necessary and desirable competencies and experience; – processes to review Director contributions and the performance of the Board as a whole; – succession plans; – induction programs; – assessment of the independence of Directors; – gender diversity; The Nomination Committee did not meet during the year. The Nomination Committee Charter is available on Servcorp’s website; servcorp.com.au Corporate Governance 28 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 3rd edition of the Principles and Recommendations. Recommendation Servcorp Board response Principle 1 Lay solid foundations for management and oversight Establish and disclose the respective roles and responsibilities of the Board and management and how their performance is monitored and evaluated. Recommendation 1.1 Disclose: (a) The respective roles and responsibilities of the Board and management; and (b) Those matters expressly reserved to the Board and those delegated to management. Recommendation 1.2 The Board has adopted a charter that sets out the responsibilities reserved for the Board and those delegated to the managing Director and senior executives. Primary responsibilities are set out on page 24 of this annual report. The Board Charter is available on Servcorp's website; servcorp.com.au (a) Undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and (a) The Board Charter requires appropriate checks be undertaken before appointing a person as a Director. (b) Provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director. (b) All relevant material information to make an informed decision on whether or not to elect or re-elect a Director is provided to shareholders in the notice of meeting. Recommendation 1.3 Have a written agreement with each Director and senior executive setting out the terms of their appointment. The Company has a written agreement with each non-executive Director setting out the terms of their appointment. Servcorp has a written agreement with all senior executive setting out the terms of their employment. Recommendation 1.4 The Company Secretary should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board, including all matters included in the commentary to this recommendation. Recommendation 1.5 (a) Have a diversity policy which includes requirements for the Board or a relevant Committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) Disclose that policy or a summary of it; and (c) Disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board or a relevant Committee of the Board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: (1) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act 2012, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. The Company has not established a written policy concerning diversity. Servcorp has a culture that both embraces and achieves diversity in its global operations. The establishment of a written policy with measurable objectives for achieving gender diversity would not, in the Board’s view, bring any efficiency or greater benefit to the current diverse culture. The Board has not set measurable objectives for gender diversity. Servcorp is culturally diverse in its employment practices and has a global culture of employing the best qualified available talent for any position regardless of gender, age, race or religion. Servcorp benefits from the diversity of its team members and has training programs to assist with developing their skills and with career advancement. Servcorp travels team members to work in its global locations, giving them exposure to, and understanding of, various differing cultures and marketplaces. Servcorp has a high participation of women across all employment levels, including in senior executive positions. There is one woman on the Board. The composition of the current Board is merit based and accordingly, in the view of Directors, is appropriate to maximise commercial returns for the benefit of shareholders. The respective proportion of men and women employees in Servcorp is provided in the table on page 26 of this annual report. “Senior executive” are general managers, senior managers and Head Office executives who report directly to the CEO, COO or Executive Director. Corporate Governance29 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 1 (cont) Lay solid foundations for management and oversight Establish and disclose the respective roles and responsibilities of the Board and management and how their performance is monitored and evaluated. Recommendation 1.6 (a) Have and disclose a process for periodically evaluating the performance of the Board, its Committees and individual Directors; and The Board operates under a charter and a code of conduct which recognises that strong ethical values must be at the heart of Director and Board performance. (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Recommendation 1.7 (a) Have and disclose a process for periodically evaluating the performance of senior executives; and (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 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. A review was undertaken in the current financial year. There is good interaction between all Directors and with senior executives and it is considered that the non-executive Directors have a solid understanding of the culture and values of Servcorp. The process for evaluating the performance of senior executives is included in the remuneration report on pages 50 to 53 of this annual report. Principle 2 Structure the Board to add value Have a Board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. Recommendation 2.1 (a) Have a Nomination Committee which: The Board has established a Nomination Committee. (1) has at least three members, a majority of whom are independent (1) all three current members of the Nomination Committee are Directors; and independent non-executive Directors. (2) is Chaired by an independent Director, (2) the Chair of the Committee is independent. and disclose: (3) the charter of the Committee; (4) the members of the Committee; and (5) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or (b) If it does not have a Nomination Committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Recommendation 2.2 Have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. (3) the Nomination Committee Charter is available on Servcorp’s website; servcorp.com.au (4) the members of the Committee are disclosed on page 27 of this annual report. (5) the Committee did not meet during the year. The current non-executive Directors each bring a mix of skills and experience to the Board. A preliminary skills matrix was developed during the appointment of Mrs Graham as an additional non-executive Director in October 2017. The Board is in the process of compiling an expanded Board skills matrix and is monitoring current practices to ensure this matrix will be meaningful to shareholders. Corporate Governance 30 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 2 (cont) Structure the Board to add value Have a Board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. Recommendation 2.3 Disclose: (a) The names of the Directors considered by the Board to be independent Directors; (b) If a Director has an interest, position, association or relationship of the type described in Box 2.3 but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and (c) The length of service of each Director. The names of Directors considered by the Board to be independent, and the length of service of each Director, is disclosed in the Directors’ Report on pages 36 and 37. The Board regularly assesses the materiality of any interest, position, association or relationship each non-executive Director has with the Company to determine whether it may interfere with the Director’s capacity to bring independent judgement to bear on issues or to act in the best interest of the Company and its shareholders. - Details of related party transactions are disclosed in note 23 to the Consolidated financial report. - Mr T Moufarrige was an Executive of the Company from 1996 to 2011, and returned to an executive role effective 1 July 2017. Accordingly he is not considered to be an independent Director. He is also the son of the CEO and substantial shareholder, Mr A G Moufarrige. The Board considers that these relationships do not interfere with his capacity to bring independent judgement to bear, or to act in the best interests of the Company and its shareholders. - Mr B Corlett and Mr R Holliday-Smith have both been non-executive Directors since 1999. The Board has assessed this length of service and considers that Mr B Corlett and Mr R Holliday-Smith continue to bring independent judgement to bear on all issues and to act in the best interests of the Company and its shareholders. Recommendation 2.4 A majority of the Board should be independent Directors. The Board has a majority of independent Directors. Recommendation 2.5 The chair of the Board should be an independent Director and, in particular, should not be the same person as the CEO. The Chair is an independent Director. The roles of Chair and Managing Director/ CEO are not exercised by the same individual. Recommendation 2.6 Have a program for inducting new Directors and provide appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively. All newly appointed Directors must undertake an induction program. The Company provides appropriate professional development opportunities to develop and maintain the skills and knowledge required by Directors. Corporate Governance31 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 3 Act ethically and responsibly Act ethically and responsibly. Recommendation 3.1 (a) Have a code of conduct for Directors, senior executives and employees; and (b) Disclose that code or a summary of it. Servcorp 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. Servcorp’s codes and standards are contained in online resources which provide continual education for all employees on the expected quality of service, respect for fellow employees, commitment to the community and the environment, responsible dealings with clients and suppliers and upholding of the Servcorp brand. Principle 4 Safeguard integrity in corporate reporting Have formal and rigorous processes that independently verify and safeguard the integrity of corporate reporting. Recommendation 4.1 (a) Have an Audit Committee which: The Board has established an Audit and Risk Committee. (1) has at least three members, all of whom are non-executive (1) all three current members of the Audit and Risk Committee are Directors and a majority of whom are independent Directors; and independent non-executive Directors. (2) is Chaired by an independent Director, who is not the Chair of the (2) the Chair of the Committee is not the Chair of the Board. Board, and disclose: (3) the Charter of the Committee; (4) the relevant qualifications and experience of the members of the Committee; and (5) in relation to each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or (b) If it does not have an Audit Committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Recommendation 4.2 The Board should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Recommendation 4.3 (3) the Audit and Risk Committee Charter is available on Servcorp’s website; servcorp.com.au (4) the relevant qualifications and experience of the members of the Committee are provided on pages 26, 36 and 37 of this annual report. (5) the Committee met four times during the year. Attendance at meetings is disclosed at page 38 of this annual report. The CEO and CFO provide such assurances. A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. The external auditor attends the AGM each year and is available to answer questions from shareholders. Corporate Governance32 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 5 Make timely and balanced disclosure Make timely and balanced disclosure of all matters concerning the company that a reasonable person would expect to have a material effect on the price or value of its securities. Recommendation 5.1 (a) Have a written policy for complying with continuous disclosure obligations under the Listing Rules; and (b) Disclose that policy or a summary of it. 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. Principle 6 Respect the rights of security holders Respect the rights of security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. Recommendation 6.1 Provide information about the Company and its governance to investors via its website. The Company has a corporate governance page on its website. This page includes copies of the Company’s annual reports, annual and half-year financial reports, announcements to ASX and other governance documents. Recommendation 6.2 Design and implement an investor relations program to facilitate effective two-way communication with investors. Servcorp aims to communicate clearly and transparently with shareholders and the community. Recommendation 6.3 Disclose the policies and processes in place to facilitate and encourage participation at meetings of security holders. Servcorp actively engages with security holders by holding briefings following the release of annual and half-year results; the time and location of which are notified to the market. The Company also meets with investors upon request and responds to any enquiries made from time to time. The annual general meeting is made available by webinar and phone conference. Shareholders are invited to submit questions prior to the meeting. All shareholders are given a reasonable opportunity to ask questions at the annual general meeting and are encouraged to participate. This includes shareholders present at the meeting and those attending by webinar or phone conference. Recommendation 6.4 Give security holders the option to receive communications from, and send communications to, the Company and its security registry electronically. All shareholders are given the option to receive communications from, and send communications to, the Company and its security registry electronically. Corporate Governance33 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 7 Recognise and manage risk Establish a sound risk management framework and periodically review the effectiveness of that framework. Recommendation 7.1 The Board should: The Company has a combined Audit and Risk Committee. (a) Have a Committee or Committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent Responses to this recommendation have been provided for the Audit Committee in Recommendation 4.1. Directors; and (2) is Chaired by an independent Director, and disclose: (3) the Charter of the Committee; (4) the members of the Committee; and (5) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or (b) If it does not have a Risk Committee or Committee that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. Recommendation 7.2 The Board or a Committee of the Board should: (a) Review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) Disclose, in relation to each reporting period, whether such a review has taken place. 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. Risk is considered across the financial, operational and organisational aspects of the Company’s affairs. A review is undertaken in each reporting period. The Committee is satisfied that the Company and management have a culture of risk control and are gradually 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 Audit and Risk Committee works with management to ensure continuous improvement to the risk management and internal control systems. Corporate Governance34 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 7 (cont) Recognise and manage risk Establish a sound risk management framework and periodically review the effectiveness of that framework. Recommendation 7.3 Disclose: (a) If the Company has an internal audit function, how the function is The Company does not have a formal internal audit function, however the Company has: structured and what role it performs; or – a diversified business; (b) If the Company does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. – many individual floors run by a small team; – tight accounting policies over those floors; – tight cash control over the whole business; – central oversight by head office with systems in place to enable this oversight; and – regular visits and spot checks by business and financial management to all locations. As such, there is a process creating a control framework without a specified, dedicated internal control function. Recommendation 7.4 Disclose whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Board has reviewed and assessed the Company’s exposure to economic, environmental and social sustainability risks, and the application of materiality and risk management processes. The Company operates in 24 countries and as such has economic exposure to the global marketplace. The Board considers that the Company does not have any material exposure to economic, environmental or social sustainability risk within the meaning of the guidelines. Principle 8 Remunerate fairly and responsibly Pay Director remuneration sufficient to attract and retain high quality Directors and design executive remuneration to attract, retain and motivate high quality senior executives and align their interests with the creation of value for security holders. Recommendation 8.1 (a) Have a Remuneration Committee which: The Board has established a Remuneration Committee. (1) has at least three members, a majority of whom are independent (1) all three current members of the Remuneration Committee are Directors and; independent non-executive Directors. (2) is Chaired by an independent Director, (2) the Chair of the Committee is an independent non-executive  and disclose: (3) the Charter of the Committee; (4) the members of the Committee; and (5) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or (b) If it does not have a Remuneration Committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. Director. (3) the Remuneration Committee Charter is available on Servcorp’s website, servcorp.com.au (4) the members of the Committee are disclosed on page 27 of this annual report. (5) the Committee met two times during the year. Attendance at meetings is disclosed on page 38 of this annual report. Corporate Governance35 ASX PRINCIPLES COMPLIANCE STATEMENT (CONTINUED) Recommendation Servcorp Board response Principle 8 (cont) Remunerate fairly and responsibly Pay Director remuneration sufficient to attract and retain high quality Directors and design executive remuneration to attract, retain and motivate high quality senior executives and align their interests with the creation of value for security holders. Recommendation 8.2 Separately disclose the Company’s policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives. This information is provided in the Remuneration Report on pages 49 to 53 of this annual report. Recommendation 8.3 A company which has an equity- based remuneration scheme should: The Company has an Executive Share Option Scheme. (a) Have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) Disclose that policy or a summary of it. The Company's Securities Trading Policy prohibits participants from entering into an arrangement that would have the effect of limiting their exposure to risk relating to an element of their remuneration that either has not vested or has vested but remains subject to a holding lock (“hedging transactions”). The Company’s Securities Trading Policy is available on the Servcorp’s website; servcorp.com.au Corporate Governance36 The Directors of Servcorp Limited (“the Company”) present their report together with the Consolidated financial report of the “Consolidated Entity”, being the Company and its controlled entities, for the financial year ended 30 June 2018. DIRECTORS The Directors of the Company at any time during or since the end of the financial year are: ALF MOUFARRIGE AO Managing Director Appointed August 1999 Chief Executive Officer Alf is one of the global leaders in the serviced office industry, with almost 40 years of experience. Alf is primarily responsible for Servcorp’s expansion, profitability, cash generation and currency management. Directorships of listed entities in the last three years: – None. BRUCE CORLETT AM Chair Independent Non-executive Director BA, LLB Appointed October 1999 Member of Audit and Risk Committee (ceased 15 December 2017) Member of Remuneration Committee Chair of Nomination Committee For more than 30 years Bruce has been a Director of many public listed and unlisted companies. He has an extensive business background involving a range of industries including banking, property and maritime. Bruce was Chair of Australian Maritime Systems Ltd until May 2018. Bruce has a lifetime involvement with many community and charitable organisations. He is currently a Director of the Mark Tonga Perpetual Relief Trust and the Buildcorp Foundation and is an Ambassador of The Australian Indigenous Education Foundation. Directorships of listed entities in the last three years: – None. RICK HOLLIDAY-SMITH Independent Non-executive Director BA (HONS), CA, FAICD Appointed October 1999 Chair of Audit and Risk Committee Member of Remuneration Committee Member of Nomination Committee (ceased 15 December 2017) 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 four years in London as Managing Director of Hong Kong Bank Limited, a wholly owned merchant banking subsidiary of HSBC Bank. Rick is currently Chair of ASX Limited and Cochlear Limited. Rick has a Bachelor of Arts (Hons) from Macquarie University, has a Chartered Accountant qualification and is a Fellow of the Australian Institute of Company Directors. Directorships of listed entities in the last three years: – ASX Limited (ASX) since July 2006 (Chair since March 2012); – Cochlear Limited (COH) since March 2005 (Chair since July 2010). Directors' Report 37 TAINE MOUFARRIGE Executive Director BA, LLB Appointed November 2004 Taine started his professional career as a lawyer. He joined Servcorp in 1996 as a Trainee Manager. He has played a key role in establishing Servcorp locations in Europe, the Middle East, China, Turkey, New Zealand, throughout Australia and in India. After five and a half years out of Servcorp operations, Taine rejoined as an executive Director on 1 July 2017. Taine is a Non-Executive Director of the European Australian Business Council and is a patron of the Sydney Symphony Orchestra Vanguard. Directorships of listed entities in the last three years: – None. GREG PEARCE Company Secretary BCOM, CA, FGIA, FCIS 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 10 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 a Fellow of the Governance Institute of Australia. THE HON. MARK VAILE AO Independent Non-executive Director FAICD WALLIS GRAHAM Independent Non-executive Director GAICD Appointed October 2017 Member of Audit and Risk Committee Member of Nomination Committee Wallis has had over 15 years of experience in finance, including funds management, corporate finance, private equity, and investment banking. Her responsibilities have spanned multiple industries, including business services, and she has a strong understanding of emerging technologies and the digital landscape. Wallis has involvement with many community and charitable organisations. She is currently a Director of Wenona School Limited, the Sydney Youth Orchestras, the Wenona Foundation and the John Brown Cook Foundation, and a member of the Gold Dinner Committee for the Sydney Children’s Hospital Foundation. Directorships of listed entities in the last three years: – None. Appointed June 2011 Member of Audit and Risk Committee Chair of Remuneration Committee Member of Nomination Committee Mark had a distinguished career as an Australian Federal Parliamentarian from 1993 to 2008. Ministerial Portfolios held by Mark during his five terms in Federal Parliament include Minister for Transport and Regional Development, Minister for Agriculture, Fisheries and Forestry, Minister for Trade, and Minister for Transport and Regional Services. Mark also served as Deputy Prime Minister of Australia from July 2005 through to December 2007. He was instrumental in securing or initiating a range of free trade agreements between Australia and the United States, Singapore, Thailand, China, Malaysia and the ASEAN countries. Since leaving the Federal Parliament in July 2008, Mark has embarked on a career in the private sector utilising his extensive experience across a number of portfolio areas. His current Directorships include Virgin Australia Holdings Limited and StamfordLand Limited and Chair of Whitehaven Coal Limited. Mark is Chairman of the Australian American Leadership Dialogue, Chairman of the Australia Korea Business Council and Co-Chair of the Australia India CEOs Forum. Mark is also a Director/ Trustee of Hostplus Superfund Limited and is a member of Palisade Investment Partners Advisory Board. Mark also provides corporate advice to a number of Australian companies in the international marketplace. Directorships of listed entities in the last three years: – SmartTrans Holdings Limited (SMA) from April 2016 to June 2018 (Chair); – StamfordLand Corporation Ltd (SLC - listed on SGX) since August 2009; – Virgin Australia Holdings Limited (VAH) since September 2008; – Whitehaven Coal Limited (WHC) since May 2012 (Chair). Directors' Report 38 DIRECTORS’ MEETINGS HELD AND ATTENDANCES AT MEETINGS The number of Directors’ and Board Committee meetings held, and the number of meetings attended by each of the Directors of the Company during the financial year is set out in the following table. Only those Directors who are members of the relevant Committees have their attendance recorded. Other Directors do attend Committee meetings from time to time. DIRECTOR Number of meetings held Number of meetings attended B Corlett (i) R Holliday-Smith A G Moufarrige T Moufarrige M Vaile W Graham (ii) Notes: BOARD AUDIT & RISK COMMITTEE REMUNERATION COMMITTEE NOMINATION COMMITTEE 10 10 10 10 8 9 8 4 2 4 3 3 2 - 2 - 2 2 - - i Mr B Corlett ceased as a member of the Audit and Risk Committee on 15 December 2017. The attendance recorded is only for meetings held during his membership period. ii Mrs W Graham was appointed as a Director on 3 October 2017. The attendance recorded is only for meetings held during her Directorship. The details of the function and membership of the Committees are presented in the Corporate Governance statement on pages 26 and 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 R Holliday-Smith A G Moufarrige (i) T Moufarrige (i) M Vaile W Graham Notes: ORDINARY SHARES IN SERVCORP LIMITED DIRECT - - 547,436 - - - INDIRECT 433,474 150,000 49,990,652 1,800,000 12,930 - OPTIONS OVER ORDINARY SHARES - - - - - - i The 1.8 million shares shown as being an indirect interest of T Moufarrige are also included in the indirect interest of A G Moufarrige. DIRECTORS’ BENEFITS Since the end of the previous financial year, no Director of the Consolidated Entity has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors shown in the Consolidated financial report, or the fixed salary of a full-time employee of the Consolidated Entity or of a related entity) by 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 member, or with an entity in which a Director has a substantial financial interest. Directors' Report39 INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The constitution of the Company provides that the Company must indemnify, on a full indemnity basis and to the full extent permitted by law, each current and former Director, alternate Director or executive officer against all losses or liabilities incurred in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application in relation to any such proceedings in which relief is granted under the Corporations Act 2001. 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, The Hon. M Vaile, Mr T Moufarrige, Mrs W Graham and Mrs J King against any loss or liability that may arise from their position as Directors of the Company and its controlled entities, except 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. 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. CORPORATE GOVERNANCE A statement of the Board’s governance practices is set out on pages 24 to 35 of this annual report. OPTIONS GRANTED During the year, or since the end of the financial year, no options over unissued ordinary shares of the Company were issued (2017: Nil). 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 53. OPTIONS ON ISSUE At the date of this report, unissued ordinary shares of the Company under option are: • Number of shares - 295,000 • Exercise price - $7.00 • Expiry Date - 2 May 2021 The options do not entitle the holder to participate in any share issue of the Company or any other body corporate. OPTIONS EXPIRED During the year, or since the end of the financial year, no options over unissued shares expired or were cancelled (2017: Nil). SHARES ISSUED ON THE EXERCISE OF OPTIONS During the year, or since the end of the financial year, the Company has not issued any shares as a result of the exercise of an option over unissued shares. SHARE BUY-BACK On 2 May 2018, the Company announced it was establishing an on-market buy-back program to enable the Company to repurchase shares in itself from 16 May 2018 for a maximum period of 3 months. The program sought to buy up to 5.0 million ordinary shares (being approximately 5.0% of the issued ordinary share capital). During the year, or since the end of the financial year, the Company has bought back: Number of shares Total consideration paid 1,614,387 $7,260,744.89 On 30 May 2018, the Company announced it had ceased the share buy-back. Directors' Report 40 STATE OF AFFAIRS There were no significant changes in the state of affairs of the Consolidated Entity during the financial year. PRINCIPAL ACTIVITIES The principal activities of the Consolidated Entity during the financial year were the provision of Executive Serviced and Virtual Offices, Coworking and IT, Communications and Secretarial Services. There were no significant changes in the nature of the activities of the Consolidated Entity during the year. CONSOLIDATED RESULTS Net profit after tax for the financial year was $10.06 million (2017: $40.71 million). Underlying net profit after tax was $37.9 million. Operating revenue was $314.40 million (2017: $329.57 million). Basic and diluted earnings per share was 10.2 cents (2017: 41.4 cents). 2018 $'000 2017 $'000 Revenue & other income 314,403 329,565 Net profit before tax Net profit after tax Net operating cash flows 32,051 10,062 50,077 48,193 40,711 54,354 Cash & investment balances 104,836 118,754 Net assets 250,165 267,175 Earnings per share Dividends per share $0.102 $0.260 $0.414 $0.260 DIVIDENDS PAID AND DECLARED Dividends totalling $25.38 million have been paid or declared by the Company in relation to the financial year ended 30 June 2018 (2017: $25.59 million). Information relating to dividends in respect of the prior and current financial year, including dividends paid or declared by the Company since the end of the previous year, is set out in the following table. FLEXIBLE WORKSPACE INDUSTRY The flexible workspace industry (as it is now known) has seen unprecedented change as commercial real estate experiences significant disruption. Whilst this brings new competition and certain challenges, Servcorp believes it brings immense opportunity. We believe global flexible workspace will grow from 5% of all commercial real estate to 20% in the medium term. Our opportunity is to transition from being the premium provider of this space in a niche market to the premium provider of this space in a more mainstream market. This transition and transformation has impacted our short term performance in some markets, but we believe Servcorp’s investment in strategic initiatives will position us to capitalise on significant long term opportunities. STRATEGIC INITIATIVES In response to the impact seen in our global market from the growing emergence of new and well-funded disruptive players in flexible workspace, we undertook several major review and restructuring initiatives in the 2018 financial year. These initiatives included a comprehensive industry review by consultants Pottinger that identified the new trends and considered the future implications for both service providers like Servcorp and for major global commercial property owners. The review included assessment of our current operating system platforms for property management, communication services and related infrastructure, and for the communities already existing within the Servcorp client base. The review identified significant competitive and valuable capabilities relevant for both our existing business and for the new direction of this broadening market sector. The review led to consideration of different ways to leverage the Servcorp global presence to unlock wealth for shareholders by including possible strategic partnering in some global market segments. The process identified how we might restructure our businesses, who might be considered as strategic partners, and whether that could occur in new unlisted or listed segment oriented companies leveraging the existing Servcorp systems capabilities. In conjunction, we considered the ability of selected segment areas to be ready for major transactions involving external parties, and we carried out a series of internal tasks to substantially improve our ability to be agile and ready for new possible initiatives. The process identified several major global commercial property groups considering the same issues, but from a different viewpoint. We will continue to engage with them to understand whether there are mutually attractive and commercially valuable activities to consider together. DIVIDEND In respect of the previous financial year: 2017 Interim Ordinary shares Final Ordinary shares In respect of the current financial year: 2018 Interim Ordinary shares Final Ordinary shares CENTS PER SHARE TOTAL AMOUNT $’000 DATE OF PAYMENT FRANKED % TAX RATE FOR FRANKING CREDIT 13.00 13.00 13.00 13.00 12,796 12,796 5 April 2017 5 October 2017 12,796 5 April 2018 12,586 4 October 2018 50% 50% 7.5% 25% 30% 30% 30% 30% Directors' Report 41 We are committed to sound commercial practice, including making regular and recurring net operating cash flow, which in the 2018 financial year exceeded $50 million. During the 2018 financial year we undertook this strategic work to make us future ready; the related costs have been fully covered in the 2018 financial year results. We have systems and experience that are unique. We are redirecting our office floor look and feel to a more flexible work oriented environment, and we are focussed on how we better explain our value proposition to present and future clients so they can understand the benefits of becoming part of the Servcorp Community. REVIEW OF OPERATIONS Revenue and other income from ordinary activities for the twelve months ended 30 June 2018 was $314.40 million, down 4.6% from the twelve months ended 30 June 2017. During the year, the Australian dollar strengthened against all major currencies. In constant currency terms revenue decreased by 1.0% compared to the 2017 year. Net profit before tax for the twelve months to 30 June 2018 was $32.05 million, down 33% from $48.19 million in the prior year. Underlying net profit before tax, excluding one-off strategic initiative expenses of $5.80 million incurred during the year, was $37.9 million. Net profit after tax for the twelve months to 30 June 2018 was $10.06 million, down from $40.71 million in the prior year. Underlying net profit after tax for the 12 months to 30 June 2018 was $28.90 million. Following a USA Federal corporate tax rate reduction in December 2017 from 35% to 21%, and a review of the carried forward loss recoverability, the tax expense includes a one-off, non-cash $12.96 million adjustment relating to the USA deferred tax asset. Cash and investment balances were $104.84 million at 30 June 2018 (30 June 2017: $118.75 million). Of this balance, $7.71 million has been pledged with banks as collateral for bank guarantees and facilities, leaving an unencumbered cash and investment balance of $97.13 million in the business as at 30 June 2018 (30 June 2017: $107.93 million). The business generated strong net operating cash flows during the 2018 financial year of $50.08 million, down 8% compared to the 2017 financial year (2017: $54.35 million). Before tax payments, the business produced cash flows of $62.18 million (2017: $65.99 million). Servcorp footprint In the 2018 financial year, net capacity decreased by 136 offices. Six floors were closed during the year. Our primary activity has been the refurbishment and modernisation of current floors with 40 floors completed in the 2018 financial year, creating our new coworking offering; this has also reduced the number of offices. During the 2018 financial year we opened a new location at Mercury Tower in Bangkok and a second floor at Beirut Souks in Lebanon. Occupancy of like for like floors open at 30 June 2018 was 72% (30 June 2017: 74%). All floor occupancy was 71%. As at 30 June 2018, Servcorp operated 151 floors in 53 cities across 23 countries. Revenue by Region ($ million) 108.7 88.8 100 80 60 40 20 0 78.6 32.8 ANZ/SEA North Asia EME USA Revenue and NPBT ($ million) 329.6 314.4 300 250 200 150 100 50 0 48.2 32.1 37.9 Revenue NPBT 2017 2018 Statutory 2018 Underlying Floors by region - 30 June 2018 ANZ/SEA 47 North Asia 37 India (Franchise) 2 USA 22 EME 43 Directors' Report 42 Australia, New Zealand and Southeast Asia Net profit before tax performance in ANZ / SEA increased by 13%. Singapore and Indonesia underperformed while the balance of the region is healthy. North Asia North Asia as a whole produced an outstanding result. Net profit before tax for the 2018 financial year was $24.0 million, up 12% from $21.4 million in the 2017 financial year. Revenue ($ million) - ANZ/ SEA Revenue ($ million) - North Asia 107.1 108.7 89.6 88.8 100 80 60 40 20 100 80 60 40 20 2017 2018 2017 2018 NPBT ($ million) - ANZ/ SEA NPBT ($ million) - North Asia 24.0 15 10 5 0 6.4 7.2 21.4 20 15 10 5 0 2017 2018 2017 2018 Directors' Report Europe and the Middle East Like for like floors in the Europe and Middle East segment produced a weaker result in the 2018 financial year, mainly due to tough markets in Saudi Arabia, partially offset by a solid UK result. The UAE also had a tough year given the oversupply of office space, particularly Abu Dhabi. Despite geopolitical difficulties, Qatar and Iran continue to perform and Turkey performed to expectations. 43 USA We continue to make slower progress than we expect in the USA as a result of several internal and external issues; in part our future direction will be assisted by the strategic initiatives work carried out in the 2018 financial year. We need to improve our on-the-ground operating effectiveness and to continue to improve market awareness and our ability to fully explain the Servcorp offering. We are in the process of repositioning our USA activities including additions to the leadership group and a new look and feel to better align with the new market direction for the sector, now called flexible workspace. We believe we have unique and valuable capabilities and we need to leverage them for competitive advantage. At the same time we need to be patient as other competitors have limited focus on profitability at this time; this creates a challenging environment but one that we believe will normalise. We have confidence we can compete profitably with improved market awareness and understanding of our offering, and by leveraging our existing systems advantages and experience, but time and patience is required. From a financial viewpoint the tax expense includes a one-off, non-cash $13.0 million adjustment relating to the USA deferred tax assets ($7.6 million USA tax rate changes and $5.4 million de-recognition of tax losses). This has adversely impacted Statutory net profit after tax. We need to carefully monitor the other USA asset carrying values, but we believe there is still significant potential in the USA. Revenue ($ million) - EME Revenue ($ million) - USA 84.4 78.6 100 80 60 40 20 100 80 60 40 20 34.4 32.8 2017 2018 2017 2018 NPBT ($ million) - EME NPBT ($ million) - USA 14.9 10.0 20 15 10 5 0 0 (5) (10) (15) (20) (5.8) (9.4) 2017 2018 2017 2018 Directors' Report 44 NEW LOCATIONS New locations opened by the Consolidated Entity during the course of the financial year are set out in the following table. CITY Bangkok Beirut LOCATION Level 11, Mercury Tower Level 3, Louis Vuitton Building OFFICES 135 16 OPENED December 2017 December 2017 EVENTS SUBSEQUENT TO BALANCE DATE Dividend On 22 August 2018 the Directors declared a 25% franked final dividend of 13.00 cents per share, payable on 4 October 2018. The financial effect of the above transaction has not been brought to account in the financial statements for the year ended 30 June 2018. 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 years. Directors' Report45 LIKELY DEVELOPMENTS The Consolidated Entity will continue to pursue its policy of seeking to increase the profitability and market share of its major business sectors during the next financial year. ENVIRONMENTAL MANAGEMENT The Consolidated Entity’s operations are not subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory. ROUNDING OFF The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors' Reports) Instrument 2016/191 dated 24 March 2016 and, in accordance with that Instrument, amounts in the Financial Report and the Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. 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. 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 the general standard of independence for auditors imposed by, and did not compromise the auditor independence requirements of, the Corporations Act 2001 for the following reasons: – Non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee; and – 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 work, acting in a management or decision making capacity for the Company or jointly sharing risks and rewards. A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 58 and forms part of this report. Details of the amounts paid or payable to the auditor of the Company, Deloitte Touche Tohmatsu and its related practices for audit and non-audit services provided during the year are set out in Note 25 to the Consolidated financial report. REMUNERATION REPORT The Remuneration Report for the financial year ended 30 June 2018 is set out on pages 46 to 57 and forms part of this report. Signed in accordance with a resolution of the Directors pursuant to section 298(2) of the Corporations Act 2001. A G Moufarrige AO Managing Director and CEO Dated at Sydney this 22nd day of August 2018. Directors' Report 46 Contents 47 INTRODUCTION Describes the scope of the Remuneration Report and the key management personnel (KMP) whose remuneration details are disclosed. 49 REMUNERATION GOVERNANCE Describes the role of the Board and the Remuneration Committee, and the use of remuneration consultants when making remuneration decisions. 49 NON-EXECUTIVE DIRECTOR REMUNERATION Provides details regarding the fees paid to non-executive Directors. 50 EXECUTIVE REMUNERATION Outlines the principles applied to executive KMP remuneration decisions and the framework used to deliver the various components of remuneration, including an explanation of the linkages between Company performance and remuneration. 53 EMPLOYEE SHARE SCHEME AND OTHER EQUITY INCENTIVE INFORMATION Provides details regarding Servcorp’s employee equity plans including that information required by the Corporations Act 2001 and applicable accounting standards. 53 EMPLOYMENT AGREEMENTS Provides details regarding the contractual arrangements between Servcorp and the executives whose remuneration details are disclosed. 54 NON-EXECUTIVE DIRECTOR REMUNERATION TABLE Provides details of the nature and amount of each element of the remuneration of each non-executive Director of Servcorp Limited for the year ended 30 June 2018. 56 EXECUTIVE KMP REMUNERATION TABLE Provides details of the nature and amount of each element of the remuneration of each executive KMP of Servcorp Limited for the year ended 30 June 2018. Remuneration Report 47 The Board introduced two new executive remuneration components in the 2016 financial year: – an additional STI opportunity was introduced to provide incentive for executive KMP to outperform their targets. Executive KMP with a region target will receive an extra STI amount if they outperform their region target by an amount which will be set each year. Further, if the global target is exceeded by more than a set percentage executive KMP will receive an extra STI amount. – in recognition of the need to have a deferred STI component, the Board issued Options to certain KMP. These were issued under the terms of the Servcorp Limited Executive Share Option Scheme. The Board has not introduced any new executive remuneration components in the 2018 financial year. In recognition of the downgrade of profit expectations in 2018, the Board has reset the global gateway net profit before tax for the 2019 and future financial years. The Board believes Servcorp’s approach to non-executive Director and executive KMP remuneration is balanced, fair and equitable and designed to achieve an alignment of interests between executive reward and shareholder expectations and wealth. The Board will continue to welcome feedback from shareholders on Servcorp’s remuneration practices or on the communication of remuneration matters in the Remuneration Report for the financial year ended 30 June 2018 and beyond. INTRODUCTION Servcorp is a geographically diverse business. We have significantly expanded our global footprint in recent years in an effort to exploit our brand, take advantage of new market opportunities and diversify our risk. It is acknowledged that the markets in which we operate are subject to changing economic factors and often these may be counter cyclical to the Australian market. For the financial year ended 30 June 2018, the percentage of offshore revenue as a proportion of total revenue was more than 80%. Skilled, experienced local management in each jurisdiction, supported by Servcorp’s market leading IT platform and proprietary product offerings, are critical to our continued success. The Board’s philosophy and approach to executive remuneration is to balance fair remuneration for skills and expertise with a risk and reward framework attuned to local market conditions but that supports the growth aspirations of Servcorp as a global business. The Board undertook a comprehensive review of executive remuneration during the 2014 financial year. The key initiatives implemented following this review, supported by independent external advice, which continue to be applied include: – an STI opportunity for executive KMP with the targets aligned to the Consolidated Entity’s global and region earnings; – a global gateway net profit before tax is imposed whereby any global STI is not paid unless a predetermined threshold is achieved. The threshold has a percentage increase applied annually above a base financial year; – the deferral of STI was considered but not introduced, because it is an unfamiliar concept in many of the countries in which we operate and the costs of implementation outweigh the benefits; – the Board has retained a limited ability to exercise discretion; – the reintroduction of a long term incentive (LTI) scheme was considered but it was decided that the cost / benefit of offering equity in multiple taxation and securities law jurisdictions to individual executives was unnecessarily complex and the Board is satisfied that the Company’s existing incentive and retention strategies are appropriate; – selected Board and executive KMP remuneration were benchmarked to relevant local market comparisons to ensure the remuneration of these key positions meets external expectations. This remains an ongoing process; – the Board meets with shareholders and proxy advisors as required in relation to these matters; The response from shareholders to the comprehensive review were positive. The changes adopted in the 2014 financial year are reviewed annually. Remuneration Report48 INTRODUCTION (CONTINUED) Scope This Remuneration Report sets out, in accordance with the relevant Corporations Act 2001 (Corporations Act) and accounting standard requirements, the remuneration arrangements in place for KMP of Servcorp during the financial year ended 30 June 2018. Key management personnel Key management personnel have authority and responsibility for planning, directing and controlling the activities of Servcorp and comprise the non-executive Directors, and executive KMP (being the Executive Directors and other senior executives named in this report). Details of the KMP during the year are provided in the following table. TITLE CHANGE IN 2018 NON-EXECUTIVE DIRECTORS Bruce Corlett Rick Holliday-Smith The Hon. Mark Vaile Wallis Graham Chairman Member, Audit & Risk Committee Member, Remuneration Committee Chair, Nomination Committee Director Chair, Audit & Risk Committee Member, Remuneration Committee Member, Nomination Committee Director Member, Audit & Risk Committee Chair, Remuneration Committee Member, Nomination Committee Director Member, Audit & Risk Committee Member, Nomination Committee Full year Ceased as a member of the Audit & Risk Committee effective 15 December 2017 Full year Ceased as a member of the Nomination Committee effective 15 December 2017 Full year Appointed 3 October 2017 Appointed to Audit & Risk Committee effective 3 October 2017 Appointed to Nomination Committee effective 3 October 2017 EXECUTIVE DIRECTORS Alf Moufarrige Chief Executive Officer No change. Full year Taine Moufarrige Executive Director No change. Full year OTHER EXECUTIVE KMP Marcus Moufarrige Chief Operating Officer No change. Full year Liane Gorman Laudy Lahdo Olga Vlietstra Anton Clowes General Manager - Australia & New Zealand No change. Full year General Manager - Middle East No change. Full year General Manager - Japan No change. Full year Chief Financial Officer No change. Full year Remuneration Report 49 REMUNERATION GOVERNANCE This section explains the role of the Board and the Remuneration Committee, and use of remuneration consultants when making remuneration decisions in respect of non-executive Directors and executive KMP. Role of the Board and the Remuneration Committee The Board is responsible for Servcorp’s global remuneration strategy and policy. Consistent with this responsibility, the Board has established the Remuneration Committee which comprises solely non-executive Directors, all being independent. The role of the Remuneration Committee is set out in its Charter, which is reviewed annually. In summary, the Remuneration Committee’s role includes: – ensure that the appropriate procedures exist to assess the remuneration levels of the Chairman, other non-executive Directors, executive Directors, direct reports to the CEO, Board Committees and the Board as a whole; – ensure that Servcorp meets the requirements of ASX Corporate Governance Principles and Recommendations, and other relevant guidelines; – ensure that Servcorp adopts, monitors and applies appropriate remuneration policies and procedures; – ensure that reporting disclosures related to remuneration meet the Board’s disclosure objectives and all relevant legal and accounting standard requirements; – develop, maintain and monitor appropriate talent management programs including succession planning, recruitment, development; and retention and termination policies and procedures for senior management; and – develop, maintain and monitor appropriate superannuation and other relevant pension benefit arrangements for Servcorp as required by law. Further information on the Remuneration Committee’s role, responsibilities and membership are contained in the Corporate Governance section on page 27. Use of remuneration consultants During the 2018 financial year, no remuneration consultancy contracts were entered into by Servcorp. During the 2017 financial year, no remuneration consultancy contracts were entered into by Servcorp. NON-EXECUTIVE DIRECTOR REMUNERATION 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 by the Board within an aggregate Directors’ fees limit approved by shareholders. The fees limit currently stands at $500,000 per annum inclusive of payments for superannuation. This limit was approved at the 2011 annual general meeting. The most recent review of Directors’ fees was effective 1 July 2013. Directors’ fees had not been increased since 1 January 2010. Effective 1 July 2013, Non-executive Directors’ fees were set as: – Chair - $175,000 per annum including superannuation; – Non-executive - $100,000 per annum including superannuation; – Chair of the Audit and Risk Committee - an additional $10,000 per annum including superannuation. Additional fees are not paid for membership of Board committees other than as referred to in the previous paragraph. Retirement allowances for Directors Non-executive Directors are not entitled to retirement allowances. Details of remuneration Details of the nature and amount of each element of the remuneration of each non-executive Director of Servcorp Limited for the year ended 30 June 2018 are set out in the table on pages 54 and 55. Minimum shareholding requirement Servcorp does not have a minimum shareholding requirement for non-executive Directors. It is noted, however, that three non- executive Directors are shareholders of the Company. Remuneration Report 50 EXECUTIVE REMUNERATION Remuneration philosophy and principles The Board recognises that the Consolidated Entity’s performance is dependent on the quality and contribution of its employees, particularly the executive KMP. To achieve its financial and operating objectives, Servcorp must be able to attract, retain and motivate appropriately qualified and skilled executives. The objective of the 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 Servcorp’s strategic objectives particularly its short, medium and long term earnings. Executive remuneration is balanced between fixed and incentive pay. In determining the appropriate balance, regular reviews are undertaken that involve cross referencing position descriptions to reliable accessible remuneration data in the markets in which Servcorp operates. Servcorp’s executive remuneration policy and principles are designed to ensure that the Consolidated Entity: – provides competitive rewards that attract, retain and motivate our key executives; – encourages loyalty and commitment to Servcorp; – builds a structure for growth and includes appropriate succession planning; – structures remuneration at a level that reflects the executive’s duties and accountabilities and is competitive in the markets in which it operates; – complies with applicable legal requirements and appropriate standards of governance. Remuneration structure and elements The executive KMP remuneration and reward framework at Servcorp currently has three components: – Fixed remuneration; – Short term incentives; and – Options The combination of these comprises the executive KMP total targeted remuneration opportunity. Fixed remuneration Fixed remuneration is reviewed each year and adjusted to changes in job role, promotion, market practice, internal relativities and performance. Remuneration for the 2018 financial year and changes from 2017 are set out in the table on pages 56 and 57. Short term incentives Short term incentives (STI) are awarded based on achievement against targets set at the beginning of each financial year. The basis of the STI scheme was established for the 2014 financial year and has been applied consistently in subsequent financial years. It is noted that Alf Moufarrige, the CEO, founder and major shareholder, has elected not to participate in the STI scheme. Under the STI scheme, an STI dollar value is set for each executive KMP which represents the target STI that can be awarded for achieving target for the relevant year. The target STI opportunity for the 2018 financial year ranged between $50,000 and $160,000. The target STI opportunity as a percentage of fixed remuneration ranged between 15.7% and 38.4% with the average being 22.4%. The target STI opportunity range for achieving target and percentage of fixed remuneration will be similar for the 2019 financial year. STI targets will be set in advance each year and will be challenging. The STI targets for the 2018 financial year were determined based on a matrix of Consolidated Entity net profit before tax (global STI target) and region operating profit (region STI target), where appropriate. Where executive KMP have a direct responsibility for a region, their total STI potential was allocated between their region STI target and the global STI target. Their region STI allocation ranged between 36% and 50% of their total potential STI, with the majority being 50%. A gateway consolidated net profit before tax, based on a 5% per annum compound increase over the 2017 financial year net profit before tax, needed to be achieved before any global STI pay out. It is intended that a similar approach to STI, with a pre-determined growth over the 2018 financial year net profit before tax, will be applied for the 2019 financial year. The gateway consolidated net profit before tax is provided in the following table. FINANCIAL YEAR ENDING 30 JUNE 2018 BASE 2019 GATEWAY Consolidated net profit before tax ($ million) 32.0 38.0 Global STI will be calculated as follows: – If consolidated net profit before tax meets the global gateway - 50% of the global STI opportunity; – If consolidated net profit before tax meets the global target - 100% of the global STI opportunity; – If consolidated net profit before tax falls between the global gateway and target - the global STI paid will be calculated as a percentage between 50% and 100% of global STI opportunity on an incremental basis, in the same proportion as the net profit before tax is to gateway and target. Region STI will only be paid if the region STI target is met. There will be no gateway. Remuneration Report 51 Termination benefits There are no termination of employment agreements in place for executive KMP. Any termination benefit paid to executive KMP would be limited to 12 months remuneration as required by law and in most cases would be determined based on statutory minimum requirements, years of service and the nature of the termination. Clawback Servcorp has no policy on clawback but will ensure compliance with any legal or ASX requirements in this regard. There have been no circumstances where clawback would have applied. Minimum shareholding requirements Servcorp does not have a minimum shareholding requirement for executive KMP. It is noted that the majority of executive KMP are shareholders of the Company. There is also an additional STI opportunity to provide incentive for executive KMP to outperform their targets. Certain executive KMP with a region target can receive an extra $50,000 if they outperform their region target by in excess of $2.0 million. Further, if the global target is exceeded by more than $5.0 million executive KMP receive an extra STI ranging between $5,000 to $20,000. The total additional STI opportunity if all executive KMP outperform their region and global target is $220,000. In addition, the Board has discretion to reward executive KMP who achieve 'super outperform' results with additional STI payments. Long term equity incentives The Board, after detailed consideration, has decided not to offer long term equity incentives (LTI) to any executive KMP. The reason for this decision is that: – Servcorp has a small number of executive KMP in many geographic locations and the cost and complexity of offering equity to these executive KMP outweighs the benefit to shareholders, in the Board’s opinion; – Servcorp has a very strong culture, and most executive KMP are long serving employees. The Board does not consider offering an LTI is necessary or desired for executive KMP to achieve the Company’s long term strategic objectives. Deferred short term incentives As stated above, an LTI component is not considered best practice for Servcorp. The Board, following due consideration, has however decided to introduce a deferred STI component for executive KMP. The most effective method to achieve this was considered to be the utilisation of the Servcorp Limited Executive Share Option Scheme (ESOS). The Board has amended the ESOS to reflect current legislation, and granted Options to certain executive. A summary of the terms of the Options are as follows: 31 March 2016 Grant date: 02 May 2016 Issue date: $7.00 per Option Exercise price: Vesting conditions: EPS performance hurdle of 15% growth in the financial year of issue Continuous service until 2 May 2019 02 May 2019 Two years, from vesting date to expiry date 2 May 2021 $0.9589 Vesting date: Exercise period: Expiry date: Option value: Remuneration Report 52 EXECUTIVE REMUNERATION (CONTINUED) Relationship between Consolidated Entity performance and executive KMP remuneration The relationship between Consolidated Entity performance and executive KMP remuneration is important to ensure that there is a clear and appropriate correlation and alignment of interests between shareholders and executive KMP. Key financial indicators Servcorp’s principal activities and financial performance are explained in detail in the Review of Operations section of the Directors' Report on pages 40 to 44. A summary of Servcorp’s financial performance over the last five years is provided in the following table. MEASURE Total revenue ($million) Net profit before tax ($million) Net profit after tax ($million) Basic earnings per share (cents) Dividend per share (cents) Share price as at 30 June ($) Offices Number of locations FINANCIAL YEAR ENDED 30 JUNE 2014 242 34.3 26.3 26.8 20.0 $4.80 4,275 122 2015 277 41.2 33.1 33.7 22.0 $5.84 4,920 131 2016 329 48.8 39.7 40.4 22.0 $6.91 5,397 134 2017 330 48.2 40.7 41.4 26.0 $5.70 5,751 138 2018 314 32.1 10.1 10.2 26.0 $4.16 5,615 135 For the previous four financial years from 2014 to 2017, Servcorp had achieved significant increases in profitability; year on year net profit before tax increased on average 18.6% per annum. The 2018 financial year has been challenging, with net profit after tax decreasing to $10.1 million (after a one-off, non cash adjustment to income tax of $13.0 million). Despite the lower net profit, underlying cash flows have remained strong, and the dividends paid with respect to the 2018 financial year have remained consistent. Servcorp's share price had increased considerably during the 2014, 2015, 2016 and the first half of the 2017 financial years. The decreased profit in 2017 and 2018 saw the share price also decrease, to levels similar to during the 2014 financial year. Despite a lower share price at 30 June 2018, there has been a satisfactory total shareholder return (TSR) performance over the five financial years. Remuneration ReportExecutive KMP remuneration in comparison to Consolidated Entity performance With the decreased earnings in the 2018 financial year, global net profit before tax targets were not achieved. Some individual regions met their targets. The table below sets out the STI awarded to each executive KMP. One executive KMP met their individual region target and their outperform target, and in the Board's opinion achieved 'super outperform' profits, resulting in a payment in excess of their target opportunity. The variable pay opportunity for executive KMP paid out represents 34.1% of the maximum opportunity. The individual 'at risk' rewards paid in the 2018 financial year to executive KMP and the percentage of their maximum opportunity is provided in the following table. STI AWARDED $ % OF TARGET OPPORTUNITY OPTIONS AWARDED NO. EXECUTIVE KMP Marcus Moufarrige Taine Moufarrige - - Liane Gorman 20,000 Laudy Lahdo Olga Vlietstra Anton Clowes - 200,000 30,000 0% 0% 14.3% 0% 133.3% 35.7% - - - - - - Servcorp has a very strong culture focussing on sales and generation of shareholder wealth. Most of the executive KMP are long-serving employees. All but one have been employed for more than 15 years and (excluding the CEO) they have on average more than 17 years’ service. All executive KMP are aware of the need to perform. Each executive is involved in the target setting for the business and accepts the challenging targets set. If our forward net profit before tax targets are met, then shareholders, in the opinion of the Board, will be satisfied with the Consolidated Entity’s performance and executive KMP will receive the maximum remuneration opportunity. If executive KMP fail to meet their targets, the 'at risk' component of executive KMP remuneration will be heavily discounted. In this way the alignment of Consolidated Entity performance and executive KMP remuneration will be in direct correlation and be unambiguous. 53 EMPLOYEE SHARE SCHEME AND OTHER EQUITY INCENTIVE INFORMATION As mentioned earlier in this report, the Board introduced a deferred STI component in the 2016 financial year. This was achieved by issuing Options under the Servcorp Limited Executive Share Option Scheme (ESOS). The ESOS was introduced in 1999 and was first approved by shareholders on 19 October 1999 and subject to various amendments until November 2008. Options were last granted under the scheme on 22 September 2008, but have since lapsed. The ESOS was amended by the Board on 24 March 2016 to update it to comply with current legislation. In the current financial year, no Options have been granted. In the 2016 financial year, the Directors granted 255,000 Options under the ESOS to executive KMP. Options were issued to KMP taking into account performance and length of service, as recommended by the CEO and adopted by the Remuneration Committee and Board. Details of Options granted and on issue are provided in the Directors' Report on page 39. Other than the Options issued as detailed above, at the date of this report there are no shares, rights, options or other equity incentives held by executive KMP and subject to vesting restrictions. Future offers under the ESOS or an alternative employee share scheme may be considered by the Board in the future. SPECIAL RETENTION INCENTIVE During the 2017 year the Board identified that the retention of Ms Olga Vlietstra as General Manager in Japan was critical to the success of this key region, which contributes significantly to the profit of the Consolidated Entity. The Board decided to offer Ms Vlietstra a special retention incentive, subject to service conditions. Ms Vlietstra was provided with an option to purchase from Servcorp an apartment currently owned in Tokyo. A summary of the terms of the option are as follows: Service condition: Ms Vlietstra must remain employed in continuous service in Japan until 30 June 2019 Reward if Service Condition is met: Option to purchase Servcorp's Tokyo Vesting date: Market value: Exercise period: Expiry date: apartment at its market value at time of offer, adjusted for inflation 1 July 2019 JPY 373,000,000 Two years, from vesting date to expiry date 30 June 2021 EMPLOYMENT AGREEMENTS There are no employment agreements in place for any executive KMP. Any termination benefits provided to a Servcorp executive KMP would be determined by reference to length of service, the reason for cessation of employment, statutory requirements and generally accepted market practice relevant to the position’s seniority. In any event, termination benefits would be restricted to no more than one times fixed remuneration. Remuneration Report 54 NON-EXECUTIVE DIRECTORS’ REMUNERATION NAME AND TITLE YEAR SHORT TERM EMPLOYEE BENEFITS POST-EMPLOYMENT BENEFITS SALARY AND FEES $ 159,818 159,818 100,457 100,457 91,325 91,325 2018 2017 2018 2017 2018 2017 2018 68,494 2017 91,325 2018 2017 420,094 442,925 CASH PROFIT- SHARING AND BONUSES $ – – – – – – – – – – NON- MONETARY BENEFITS OTHER SHORT TERM BENEFITS SUPER BENEFITS OTHER POST- EMPLOYMENT BENEFITS $ – – – – – – – $ – – – – – – – $ 15,182 15,182 9,543 9,543 8,675 8,675 6,506 3,991 80,000 8,675 – – 3,991 80,000 39,906 42,075 $ – – – – – – – – – – B Corlett Non–executive director R Holliday–Smith Non–executive director M Vaile Non–executive director W Graham (ii) Non–executive director Taine Moufarrige (iii) Executive director Aggregate Notes: i Directors’ and officers’ indemnity insurance has not been included in the above figures since it is impractical to determine an appropriate allocation basis. ii W Graham was appointed as a non-executive director effective 3 October 2017. iii An entity associated with T Moufarrige received special exertion consultancy fees for services performed between 1 March 2017 and 30 June 2017. T Moufarrige recommenced in an executive capacity effective 1 July 2017. Remuneration Report 55 NON-EXECUTIVE DIRECTORS’ REMUNERATION NAME AND TITLE YEAR SHORT TERM EMPLOYEE BENEFITS POST-EMPLOYMENT BENEFITS SALARY AND FEES CASH NON- PROFIT- MONETARY SHARING BENEFITS OTHER SHORT TERM BENEFITS SUPER BENEFITS OTHER POST- EMPLOYMENT BENEFITS AND BONUSES $ 159,818 159,818 100,457 100,457 91,325 91,325 2018 2017 2018 2017 2018 2017 2018 68,494 2018 2017 420,094 442,925 $ – – – – – – – – – – $ – – – – – – – – $ – – – – – – – – $ 15,182 15,182 9,543 9,543 8,675 8,675 6,506 39,906 42,075 3,991 80,000 2017 91,325 3,991 80,000 8,675 $ – – – – – – – – – – B Corlett Non–executive director R Holliday–Smith Non–executive director M Vaile Non–executive director W Graham (ii) Non–executive director Taine Moufarrige (iii) Executive director Aggregate Notes: i Directors’ and officers’ indemnity insurance has not been included in the above figures since it is impractical to determine an appropriate allocation basis. ii W Graham was appointed as a non-executive director effective 3 October 2017. iii An entity associated with T Moufarrige received special exertion consultancy fees for services performed between 1 March 2017 and 30 June 2017. T Moufarrige recommenced in an executive capacity effective 1 July 2017. SHARE BASED PAYMENTS TERMI- NATION BENEFITS TOTAL PAYMENTS AND BENEFITS EQUITY OPTIONS & SHARES $ – – – – – – – – – – $ – – – – – – – – – – $ 175,000 175,000 110,000 110,000 100,000 100,000 75,000 183,991 460,000 568,991 SHORT TERM INCENTIVE GRANTS LONG TERM INCENTIVE GRANTS STI PAID IN CASH STI ACCRUED AND NOT YET DUE STI FORFEITED % % % MAXIMUM FUTURE VALUE OF VESTED STI $ LTI PAID IN CASH LTI FORFEITED LTI ACCRUED AND NOT YET DUE % % % – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Remuneration Report 56 KEY MANAGEMENT PERSONNEL REMUNERATION NAME AND TITLE NOTES YEAR SHORT TERM EMPLOYEE BENEFITS POST-EMPLOYMENT BENEFITS CASH PROFIT- SHARING AND BONUSES NON- MONETARY BENEFITS OTHER SHORT TERM BENEFITS SUPER BENEFITS OTHER POST- EMPLOYMENT BENEFITS SALARY AND FEES $ (iv) 2018 446,663 2017 439,276 (ix) 2018 670,000 2017 670,000 (v) 2018 513,172 2018 332,910 2017 294,427 (vi) 2018 367,255 2017 352,883 $ – – – – – 20,000 30,000 – – (vii) 2018 550,484 200,000 2017 518,116 100,000 2018 268,342 30,000 2017 268,333 20,000 (viii) 2017 201,833 – 4,488 2018 3,148,826 250,000 410,458 2017 2,744,868 150,000 167,351 $ 41,701 88,692 284,129 14,732 $ – – – – $ 28,500 28,500 63,650 63,650 19,293 – 47,500 – – 27,622 23,658 37,713 35,781 – – – – – – – – – – – – – 31,627 27,971 30,605 29,480 – – 25,493 25,492 2,508 227,375 177,601 $ – – – – – – – – – – – – – – – – A G Moufarrige Chief Executive Officer M Moufarrige Chief Operating Officer Taine Moufarrige Executive director L Gorman GM Australia & NZ L Lahdo GM Middle East O Vlietstra GM Japan A Clowes Chief Financial Officer J Goodwyn VP/ GM USA Aggregate Notes: i Amounts disclosed as short-term cash profit-sharing and bonuses in the 2018 year represent STI paid in August 2018 based on 2018 financial year global and region targets. ii Amounts disclosed as short-term cash profit-sharing and bonuses in the 2017 year represent STI paid in August 2017 based on 2017 financial year global and region targets. iii Amounts disclosed as share based payments relate to Options issued on 2 May 2016. Details are set out on page 51 of this annual report. iv The salary of A G Moufarrige includes a component paid in Yen. The increase in the 2018 year reflects the change in foreign currency exchange rate, not a change in salary in base currency terms. v T Moufarrige recommenced in an executive capacity effective 1 July 2017. vi The salary of L Lahdo is paid in AED. The increase in the 2018 year reflects the change in foreign currency exchange rate, not a change in salary in base currency terms. vii The salary of O Vlietstra is paid in JPY. The increase in the 2018 year reflects the change in foreign currency exchange rate, not a change in salary in base currency terms. viii J Goodwyn ceased employment with Servcorp effective 31 December 2016. ix Mr M Moufarrige was relocated to New York City in March 2017. Relocation costs and rental assistance were paid by the Company in the amount of $284,129 and is disclosed in non monetary benefits. Remuneration Report 57 SHARE BASED PAYMENTS TERMI- NATION BENEFITS EQUITY OPTIONS & SHARES TOTAL PAYMENTS AND BENEFITS SHORT TERM INCENTIVE GRANTS LONG TERM INCENTIVE GRANTS STI PAID IN CASH STI FORFEITED STI ACCRUED AND NOT YET DUE MAXIMUM FUTURE VALUE OF VESTED STI LTI PAID IN CASH LTI ACCRUED AND NOT YET DUE LTI FORFEITED $ % % $ – – – – – – – – – – – – – 516,864 556,468 1,048,835 779,438 579,965 400,065 367,926 436,352 416,891 – – – – – 14.3% 30.0% – – 809,936 133.3% 675,636 100% 323,835 35.7% 313,825 30.8% $ – – 31,056 31,056 – 15,528 15,528 10,870 10,870 21,739 21,739 – – – 403,666 612,495 – 79,193 – 4,115,852 34.1% 79,193 403,666 3,722,679 27.3% % – – 100% 100% 100% 85.7% 70.0% 100% 100% 50% 50% 64.3% 69.2% 100% 83.0% 81.8% $ – – – – – – – – – – – – – – – – % % % – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Remuneration Report58 Auditor’s Independence Declaration The Board of Directors Servcorp Limited Level 63, MLC Centre 19 Martin Place Sydney, NSW 2000 22 August 2018 Dear Board Members, Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia DX: 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7021 www.deloitte.com.au Auditor’s Independence Declaration to Servcorp Limited. In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Servcorp Limited. As lead audit partner for the audit of the financial report of Servcorp Limited for the year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of: i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit ii) any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU S C Gustafson Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited. 59 Financial Report C o n t e n t s 60 S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E 61 S TAT E M E N T O F F I N A N C I A L P O S I T I O N 62 S TAT E M E N T O F C H A N G E S I N EQ U I T Y 6 3 S TAT E M E N T O F C A S H F LOWS 6 4 N OT E S TO T H E C O N S O L I DAT E D F I N A N C I A L R E P O RT 95 D I R EC TO R S ' D EC L A R AT I O N 60 Statement of comprehensive income Servcorp Limited and its controlled entities for the financial year ended 30 June 2018 Revenue Other income Service expenses Marketing expenses Occupancy expenses Rent - fixed annual impact Strategic initiative expenses Administrative expenses Share of losses of joint venture Borrowing expenses Total expenses Profit before income tax expense Income tax expense Profit for the year OTHER COMPREHENSIVE INCOME Translation of foreign operations (item may be reclassified subsequently to profit or loss) Other comprehensive income for the year (net of tax) NOTE 2 2 2 2 2 4 2018 $’000 310,090 4,313 314,403 (75,726) (18,082) CONSOLIDATED 2017 $’000 316,879 12,686 329,565 (79,188) (17,669) (160,276) (160,048) (816) (5,794) (21,545) (93) (20) (1,512) - (22,729) (195) (31) (282,352) (281,372) 32,051 (21,989) 10,062 5,693 5,693 48,193 (7,482) 40,711 (11,021) (11,021) Total comprehensive income for the year 15,755 29,690 EARNINGS PER SHARE Basic and diluted earnings per share 6 $0.10 $0.41 The Statement of comprehensive income is to be read in conjunction with the notes to the Consolidated financial report. Statement of financial position Servcorp Limited and its controlled entities as at 30 June 2018 61 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other financial assets Current tax assets Prepayments and other assets 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 Contributed equity Reserves Retained earnings Equity attributable to equity holders of the parent Total equity NOTE 7 8 9 4 10 9 11 4 12 13 14 4 16 13 14 16 4 17 2018 $’000 93,444 43,937 11,981 469 17,288 167,119 41,135 134,145 24,466 14,805 214,551 CONSOLIDATED 2017 $’000 104,376 41,650 14,942 625 16,435 178,028 38,407 125,800 33,620 14,805 212,632 381,670 390,660 58,597 31,477 3,153 7,610 100,837 28,935 - 739 994 30,668 131,505 250,165 151,594 (11,306) 109,877 250,165 250,165 51,551 31,005 3,658 6,948 93,162 27,915 561 693 1,154 30,323 123,485 267,175 154,122 (12,354) 125,407 267,175 267,175 The Statement of financial position is to be read in conjunction with the notes to the Consolidated financial report. 62 Statement of changes in equity Servcorp Limited and its controlled entities for the financial year ended 30 June 2018 ISSUED CAPITAL SHARE BUY -BACK RESERVE FOREIGN CURRENCY TRANSLATION RESERVE Balance at 1 July 2016 Profit for the period Translation of foreign operations (net of tax) Total comprehensive gain for the period Share based payment Payment of dividends Balance at 30 June 2017 Balance at 1 July 2017 Profit for the period Translation of foreign operations (net of tax) Total comprehensive gain for the period Share based payment Share buy back Payment of dividends $’000 154,122 - - - - - 154,122 154,122 - - - - $'000 - - - - - - - - - - - - (2,528) (4,733) - - EMPLOYEE EQUITY SETTLED BENEFITS RESERVE $’000 RETAINED EARNINGS TOTAL 22 108,320 $’000 40,711 $’000 261,020 40,711 - - - 89 - 111 - - - 88 - - 199 - (11,021) 40,711 29,690 - 89 (23,624) (23,624) 125,407 267,175 10,062 267,175 10,062 - 5,693 10,062 - - 15,755 88 (7,261) (25,592) (25,592) 109,877 250,165 $’000 (1,444) - (11,021) (11,021) - - (12,465) - 5,693 5,693 - - - (12,465) 111 125,407 Balance at 30 June 2018 151,594 (4,733) (6,772) The Statement of changes in equity is to be read in conjunction with the notes to the Consolidated financial report. Statement of cash flows Servcorp Limited and its controlled entities for the financial year ended 30 June 2018 63 ISSUED SHARE FOREIGN EMPLOYEE RETAINED TOTAL CAPITAL BUY -BACK CURRENCY EQUITY EARNINGS RESERVE TRANSLATION $’000 154,122 $'000 RESERVE $’000 (1,444) (11,021) (11,021) (12,465) (12,465) 5,693 5,693 - - - - - - - SETTLED BENEFITS RESERVE $’000 22 108,320 $’000 40,711 - - - - - - - - - 89 111 111 88 - - - - - 125,407 10,062 10,062 - - - - - - - - - - - - - 40,711 29,690 (23,624) (23,624) 125,407 267,175 $’000 261,020 40,711 (11,021) 89 267,175 10,062 5,693 15,755 88 (7,261) Balance at 1 July 2016 Profit for the period Translation of foreign operations (net of tax) period Total comprehensive gain for the Share based payment Payment of dividends Balance at 30 June 2017 Balance at 1 July 2017 Profit for the period Translation of foreign operations (net of tax) period Total comprehensive gain for the Share based payment Share buy back Payment of dividends 154,122 154,122 - - - - - - - - - - Balance at 30 June 2018 151,594 (4,733) (6,772) 199 109,877 250,165 The Statement of changes in equity is to be read in conjunction with the notes to the Consolidated financial report. CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Franchise fees received Income tax paid Interest and other items of similar nature received Interest and other costs of finance paid Net operating cash flows CASH FLOWS FROM INVESTING ACTIVITIES Payments for variable rate bonds Payments for strategic initiatives (i) Payments for property, plant and equipment Payments for lease deposits Proceeds from sale of property, plant and equipment Proceeds from sale of variable rate bonds Proceeds from refund of lease deposits Net investing cash flows (2,528) (4,733) (25,592) (25,592) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid Share buy back Borrowings Landlord capital incentives received Net financing cash flows NOTE 2018 $’000 330,395 (271,521) 588 (12,106) 2,741 (20) CONSOLIDATED 2017 $’000 337,496 (275,225) 601 (11,636) 3,149 (31) 22(b) 50,077 54,354 (198) (5,187) (32,802) (2,356) 6,048 3,222 952 (4,726) - (28,105) (434) 46 10,076 187 (30,321) (22,956) (25,592) (23,624) (7,277) (587) 89 - (557) 3,699 (33,367) (20,482) Net (decrease)/increase in cash and cash equivalents (13,611) 10,916 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 of the financial year 22(a) 104,376 2,679 93,444 95,849 (2,389) 104,376 The Statement of cash flows is to be read in conjunction with the notes to the Consolidated financial report. Note: i. Refer to Note 2 (ii), 2(iii) and Note 23. 64 Notes to the Consolidated financial report for the financial year ended 30 June 2018 CONTENTS OF THE NOTES TO THE CONSOLIDATED FINANCIAL REPORT NOTE 1. General NOTE 2. Profit from operations NOTE 3. Distributions paid and proposed NOTE 4. Income taxes NOTE 5. Segment information NOTE 6. Earnings per share NOTE 7. Cash and cash equivalents NOTE 8. Trade and other receivables NOTE 9. Other financial assets NOTE 10. Prepayments and other assets NOTE 11. Property, plant and equipment NOTE 12. Goodwill NOTE 13. Trade and other payables NOTE 14. Other financial liabilities NOTE 15. Financing arrangements NOTE 16. Provisions NOTE 17. Contributed equity NOTE 18. Financial instruments NOTE 19. Employee benefits NOTE 20. Commitments for expenditure NOTE 21. Subsidiaries NOTE 22. Notes to Statement of cash flows NOTE 23. Related party disclosures NOTE 24. Parent entity disclosures NOTE 25. Remuneration of auditors NOTE 26. Subsequent events 65 71 72 73 76 77 77 77 78 78 79 80 80 81 81 82 82 82 88 88 89 90 91 93 94 94 Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL 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. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. 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 Group comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the directors on 22 August 2018. Basis of preparation The financial report has been prepared on the basis of historical cost, except for financial instruments that are measured at their fair value as explained below. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The consolidated financial statements of the Group comprise the financial statements of the Company and all its subsidiaries. An entity, including a structured entity, is considered a subsidiary of the Group when we determine that the Company has control over the entity. Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Consolidated entity assess power by examining existing rights that give the Group the current ability to direct the relevant activities of the entity. The effect of all transactions between entities in the Group have been eliminated on consolidation. The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 dated 24 March 2016 and, in accordance with that Instrument, amounts in the Financial Repot and the Directors' Report have been rounded off to the nearest thousand dollars, unless otherwise stated. Adoption of new and revised Accounting Standards In the current year, the Consolidated Entity 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. The adoption of these new accounting standards did not have any material impact. At the date of authorisation of the financial report, the following Standards and Interpretations relevant to the Consolidated Entity were on issue but not yet effective: – AASB 9 'Financial Instruments' and AASB15 'Revenue From Contracts With Customers'. Effective for annual reporting periods beginning 1 January 2018. No material impact is expected on the financial statements. – AASB 16 ‘Leases’. Effective for annual reporting periods beginning 1 January 2019. The extent of the impact has not been determined. The adoption of IFRS 16 will result in the recognition of a significant right-of-use asset together with corresponding lease liabilities. The Consolidated Entity has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. 65 Critical accounting estimates and judgements In the application of the Consolidated Entity’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 Consolidated Entity’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements: Impairment In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates o assumptions about future operating results and the determination of a suitable discount rate. Useful lives of property, plant and equipment As described in Note 1m, the Consolidated Entity 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 within 18 months to determine the present obligation in relation to floor closure costs including make good. Tax losses and uncertain tax matters 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. Further information is set out in Note 4. The Group operates across many tax jurisdictions. Application of tax law can be complex and requires judgement to assess risk and estimate outcomes. Judgements are required about the application of income tax legislation and its interaction with income tax accounting principles. The Directors are currently in the process of assessing the future period impact of AASB 16 'Leases' on the financial statements. The remaining Standards and Interpretations on issue not yet effective may have a material impact on the financial statements of the entity. 66 Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL (CONTINUED) Significant accounting policies a. Basis of consolidation The Consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved when the Company has the power, rights to variable returns and the ability to use its power to affect the amount of the returns. 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 value of the identifiable net assets acquired is recognised as goodwill. If, after reassessment, the fair value of the identifiable net assets acquired exceeds the cost of acquisition, the difference is credited to the Statement of comprehensive income 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. c. Impairment of tangible and intangible assets excluding goodwill At each reporting date, the Consolidated Entity reviews the carrying values of its tangible and intangible assets, 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. 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. 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. In preparing the Consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the Consolidated Entity are eliminated in full. 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. 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 Statement of comprehensive income immediately. 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 Statement of comprehensive income and is not subsequently reversed. For the purpose of impairment testing, goodwill is allocated to each of the Consolidated Entity’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 group 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 group 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. Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL (CONTINUED) d. Revenue recognition Services revenue Services revenue comprises revenue earned net of the amount of goods and services tax from the provision of services to entities outside the Consolidated Entity. Rental, telephone and services revenue are typically invoiced in advance and are recognised in the period in which the services are provided. e. Other income / expense Interest income Interest income 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 are passed to a party external to the Consolidated Entity. f. 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 profit and loss 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 profit and loss on disposal of the net investment. Translation of controlled foreign entities The individual financial statements of each controlled foreign 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 the Company 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. 67 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 profit and loss 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. g. Borrowing costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, and amortisation of ancillary costs using the effective interest rate method in connection with the arrangement of borrowings. Borrowing costs are expensed to the Statement of comprehensive income as incurred. h. 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. 68 Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL (CONTINUED) h. Taxation (continued) 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. 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 Statement of comprehensive income, 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 Statement of financial position. Cash flows are included in the Statement of cash flows 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. i. Receivables Trade debtors to be settled within 30 days are carried at amounts due. The collectability of debts is assessed at balance sheet date and a specific allowance is made for any doubtful amounts. j. 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 18 to the Consolidated financial report. 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 profit or loss. k. Share based payments The Board may grant options to eligible executives in accordance with the Servcorp Executive Share Option Scheme. These equity-settled-share-based payments are non-market based and have earnings per share performance hurdles for the vesting of options. 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. 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 Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company 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. Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL (CONTINUED) l. Financial assets Subsequent to initial recognition, the Company’s investments in subsidiaries are measured at cost. The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 18e. Other financial assets are classified into the following specified categories: 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 cost using the effective interest method less impairment. Impairment of financial assets Financial assets 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. 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. m. 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 their useful lives. Rent incurred in bringing floors to a state of operational readiness is capitalised to leasehold improvements and depreciated over the useful life of the asset. separate components of a complex asset, they are accounted for as separate assets and are separately depreciated over Costs incurred on property, plant and equipment, which does not meet the criteria for capitalisation are expensed as incurred. 69 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 useful life of the asset using the straight line method. The estimated useful lives used for each class of asset are as follows: Buildings Leasehold improvements Office furniture and fittings Office equipment Software Motor vehicles 40 years Useful life of the asset 7.7 years 3-4 years 3.7 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 from the time an asset is completed and ready for use. n. 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 Statement of comprehensive income. 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 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 profit and loss 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. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis. 70 Notes to the Consolidated financial report for the financial year ended 30 June 2018 1. GENERAL (CONTINUED) o. Payables Liabilities are recognised for amounts payable in the future for goods or services received, whether or not billed to the Consolidated Entity. Trade accounts payable are normally settled within 60 days. p. Borrowing costs 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 Statement of comprehensive income over the life of the borrowings using the effective interest rate method. q. Employee benefits Wages, salaries and annual leave The provision 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 reporting 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. Contributions to Australian superannuation funds The Company and other Australian controlled entities contribute to defined contribution superannuation plans. Contributions are charged to the Statement of comprehensive income as they are incurred. Further information is set out in Note 19. r. 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. 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 shares. s. 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. t. 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 six months or less. u. Investment in joint venture A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of a joint venture is incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in a joint venture is initially recognised in the consolidated Statement of financial position at cost and adjusted thereafter to recognise the Consolidated Entity’s share of profit or loss and other comprehensive income of the joint venture. An investment in a joint venture is accounted for using the equity method of accounting from the date on which the investee becomes a joint venture. The requirements of AASB139 ‘Financial Instruments: Recognition and Measurement’ are applied to determine whether it is necessary to recognise any impairment loss with respect to the Consolidated Entity’s investment in a joint venture. When necessary, the entire carrying amount of the investment is tested for impairment in accordance with AASB136 ‘Impairment of Assets’ as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with AASB136 to the extent that the recoverable amount of the investment substantially increases. Notes to the Consolidated financial report for the financial year ended 30 June 2018 2. PROFIT FROM OPERATIONS A. REVENUE Revenue from continuing operations consisted of the following: Revenue from the rendering of services Franchise fee income B. OTHER INCOME Interest income - bank deposits Net foreign exchange gain (realised and unrealised) (Loss)/ gain on asset disposal Other income Total other income C. EXPENSES Rent - fixed annual impact (i) Expenses relating to strategic initiatives (ii) & (iii) D. PROFIT BEFORE INCOME TAX Profit before income tax was arrived at after charging/ (crediting) the following from/ (to) continuing operations: Interest on bank overdrafts and loans Depreciation of leasehold improvements Depreciation of property, plant and equipment Loss/ (gain) on disposal of property, plant and equipment Gain on disposal of financial assets Decrease in fair value of financial assets classified as fair value through the profit and loss Bad debts written off Operating lease payments Notes: 71 2018 $’000 CONSOLIDATED 2017 $’000 309,502 588 310,090 2,707 1,864 (896) 638 4,313 816 5,794 20 17,652 7,242 928 (32) 333 1,838 134,702 316,277 602 316,879 2,942 6,067 3,163 514 12,686 1,512 - 31 16,691 6,184 (2,205) (958) 4,180 1,580 134,804 i The rent fixed annual impact represents the straight-lining of fixed annual increases ranging between 0% and 4.25% (2017: 3.0% and 4.25% per annum) in accordance with AASB117. ii. During the financial year Servcorp initiated an investment review of its operations in Europe and the Middle East to accelerate growth pathways to take advantage of the expansion in the demand for shared offices and to unlock more of the inherent value in its business and technology platform. The outcome of the strategic review will benefit Servcorp in the long run, however a decision was made to not proceed with the identified alternatives at this time. These expenses related to the strategic initiatives undertaken. iii. The net total of $5.8 million is after the reimbursement of $1.7 million by Servcorp's Chief Executive Officer, Mr A.G. Moufarrige, to the Consolidated Entity for expenses incurred above a pre-determined amount. The tax effect of the $1.7 million reimbursement is nil as the expenses to which the reimbursement relates have been incurred in the United Arab Emirates where the tax rate is 0%. Refer also to Note 5 and 23. 72 Notes to the Consolidated financial report for the financial year ended 30 June 2018 3. DISTRIBUTIONS PAID AND PROPOSED Dividends proposed (unrecognised) or paid (recognised) by the Company are: CENTS PER SHARE TOTAL AMOUNT $’000 DATE OF PAYMENT TAX RATE FOR FRANKING CREDIT PERCENTAGE FRANKED RECOGNISED AMOUNTS 2017 Final Interim 2018 Final Interim Fully paid ordinary shares Fully paid ordinary shares Fully paid ordinary shares Fully paid ordinary shares 11.00 13.00 13.00 13.00 10,828 6 Oct 2016 12,796 5 Apr 2017 12,796 5 Oct 2017 12,796 5 Apr 2018 30% 30% 30% 30% 50% 50% 50% 7.50% UNRECOGNISED AMOUNTS Since the end of the financial year, the directors have declared the following dividend: Final Fully paid ordinary shares 13.00 12,586 4 Oct 2018 30% 25% 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 credit available Impact on franking account balance of dividends not recognised 2018 $’000 1,618 1,349 2017 $’000 430 2,742 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. Notes to the Consolidated financial report for the financial year ended 30 June 2018 4. INCOME TAXES A. INCOME TAX RECOGNISED IN THE INCOME STATEMENT Tax expense comprises: Current tax expense (Over)/ under provision in prior years - current tax Under provision in prior years - deferred tax Deferred tax expense relating to change in tax rate Deferred tax expense relating to derecognition of tax losses Deferred tax income relating to the origination and reversal of temporary differences and previously unrecognised tax losses Income tax expense 73 2018 $’000 12,974 (1,393) 256 7,560 5,405 (2,813) 21,989 CONSOLIDATED 2017 $’000 10,351 (4,414) 653 - - 892 7,482 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 32,051 48,193 Income tax expense calculated at 30% Deductible local taxes Effect of different tax rates of subsidiaries operating in other jurisdictions Other deductible items Tax losses of controlled entities recovered Effect of change in tax rates (i) Derecognition of previously recognised tax losses Income tax over provision in prior years Unused tax losses and tax offsets not recognised as deferred tax assets Income tax expense Note: 9,615 (642) (1,029) 226 - 7,560 5,405 (1,328) 2,182 21,989 14,458 (581) (2,920) 194 (1,200) - - (3,761) 1,292 7,482 (i) On 22 December 2017, the US enacted the Tax Cuts and Jobs Act (the “TCJA”) The TCJA reduces the corporate tax rate from 35% to 21%. The consequence of this change is a downward remeasurement of deferred tax assets of the USA operations. This is based on the Group’s best estimates, assumptions and interpretation of the TCJA. The tax rate used in the above reconciliation is the Australian corporate tax rate of 30% (2017: 30%). B. CURRENT TAX ASSETS AND LIABILITIES Current tax assets Tax refunds receivable Current tax payables Income tax attributable to: Parent entity Subsidiaries 469 625 184 2,969 3,153 (1,313) 4,971 3,658 7474 Notes to the Consolidated financial report for the financial year ended 30 June 2018 4. INCOME TAXES (CONTINUED) C. DEFERRED TAX BALANCES Deferred tax assets comprises: Tax losses - revenue Temporary differences Deferred tax liabilities comprises: 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 Change in tax rate Tax loss derecognition Movements in foreign exchange rates Statement of comprehensive income charge/ (credit) 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 Deferred rent incentive Change in tax rate Tax loss derecognition Other Deferred tax asset movements Balance at the beginning of the financial year Change in tax rate Tax loss derecognition Movements in foreign exchange rates Statement of comprehensive income charge/ (credit) Balance at the end of the financial year 2018 $’000 5,338 19,128 24,466 (994) 23,472 32,466 (7,560) (5,405) 1,412 2,559 23,472 336 14 1,087 (3,116) 439 (1,626) (7,560) (5,405) 5,419 (10,412) 33,620 (7,560) (5,405) 1,258 2,553 24,466 CONSOLIDATED 2017 $’000 13,859 19,761 33,620 (1,154) 32,466 34,044 - - (853) (725) 32,466 485 (41) (976) 437 (1,932) 548 - - 772 (707) 35,231 - - (904) (707) 33,620 Notes to the Consolidated financial report for the financial year ended 30 June 2018 4. INCOME TAXES (CONTINUED) C. DEFERRED TAX BALANCES (CONTINUED) Deferred tax liabilities Movements in temporary differences: Depreciable and amortisable assets Accruals and provisions not currently deductible Other Deferred tax liabilities Balance at the beginning of the financial year Movements in foreign exchange rates Statement of comprehensive income (credit) Balance at the end of the financial year 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 7575 2018 $’000 CONSOLIDATED 2017 $’000 (3) - (161) (164) 1,154 2 (162) 994 16 2,086 11,728 13,830 (14) (13) (4) (31) 1,187 - (33) 1,154 15 2,086 2,074 4,175 76 Notes to the Consolidated financial report for the financial year ended 30 June 2018 5. SEGMENT INFORMATION Servcorp Serviced Offices are fully-managed, fully-furnished CBD office suites in prime locations, with a receptionist, meeting rooms, IT infrastructure and support services available. Servcorp Virtual Office provides the services, facilities and IT to businesses without the cost of a physical office. The Consolidated Entity's information reported to the Board of Directors is based on each segment manager directly responsible or the functioning of the operating segment. The segment manager has regular contact with members of the Board of Directors to discuss operating activities, forecasts and financial results. Segment managers are also responsible for disseminating management planning materials as directed by the Chief Operating Decision Maker. The segment manager motivates and rewards team members who meet or exceed sales targets. Four reportable operating segments have been identified: Australia, New Zealand and Southeast Asia (ANZ/SEA); USA; Europe and Middle East (EME); North Asia and Other which reflect the segment requirements under AASB 8 'Operating Segments'. The Consolidated Entity’s reportable operating segments under AASB 8 'Operating Segments' are presented below. The accounting policies of the reportable operating segments are the same as the Consolidated Entity's accounting policies. The following is an analysis of the Consolidated Entity’s revenue and results by reportable operating segment for the periods under audit. SEGMENT REVENUE & OTHER INCOME SEGMENT PROFIT/ (LOSS) NOTE 2018 $’000 2017 $’000 2018 $’000 2017 $’000 CONTINUING OPERATIONS Australia, New Zealand and Southeast Asia (i) USA (i) Europe and Middle East North Asia Other Finance costs Interest revenue Foreign exchange gains 2 Centralised unrecovered head office overheads Franchise fee income Rent - fixed rent increase (ii) Share of losses of joint venture (Loss)/ gain on asset disposal Strategic initiatives (iv) Unallocated Profit before tax Income tax expense (iii) Consolidated segment revenue and profit for the period 88,809 32,751 78,607 108,663 673 89,565 34,419 84,444 107,089 760 309,503 316,277 2,707 1,864 2,942 6,067 588 602 (897) 3,163 638 514 7,189 6,365 (9,394) (5,843) 10,039 23,991 (484) 31,341 (20) 2,707 1,864 3,077 588 (816) (93) (897) (5,794) 94 32,051 14,856 21,384 26 36,788 (31) 2,942 6,067 918 602 (1,512) (195) 3,163 - (549) 48,193 314,403 329,565 10,062 40,711 (21,989) (7,482) The revenue reported above represents revenue generated from external customers. Intersegment sales were eliminated in full. For the 12 months ended 30 June 2018, the Consolidated Entity’s Virtual Office revenue and Serviced Office revenue were $82.8 million and $226.7 million repectively (2017: $83.2 million and $233.1 million, respectively). Note: i. During December 2016 $2.5 million of unplanned one off expenses were incurred related to the restructure of the USA operations and the closure of one location in Australia. ii. Refer to Note 2(c). iii. On 22 December 2017, the US enacted the Tax Cuts and Jobs Act (the “TCJA”) The TCJA reduces the corporate tax rate from 35% to 21%. The consequence of this change is a downward remeasurement of deferred tax assets of the USA operations. This is based on the Consolidaed Entity’s best estimates, assumptions and interpretation of the TCJA. iv. The net total of $5.8 million is after the reimbursement of $1.7 million by Servcorp's Chief Executive Officer, Mr A.G. Moufarrige, to the Consolidated Entity for expenses incurred above a pre-determined amount. The tax effect of the $1.7 million reimbursement is nil as the expenses to which the reimbursement relates have been incurred in the United Arab Emirates where the tax rate is 0%. Refer also to Note 2 and 23. Notes to the Consolidated financial report for the financial year ended 30 June 2018 6. EARNINGS PER SHARE EARNINGS RECONCILIATION Net profit Earnings used in the calculation of basic and diluted EPS Weighted average number of ordinary shares used in the calculation of basic EPS Weighted average number of ordinary shares used in the calculation of diluted EPS Basic earnings per share Diluted earnings per share 7. CASH AND CASH EQUIVALENTS Cash (i) Bank short term deposits (i), (ii) Notes: 77 2018 $’000 10,062 10,062 CONSOLIDATED 2017 $’000 40,711 40,711 NO. NO. 98,247,304 98,247,304 $0.10 $0.10 98,432,275 98,432,275 $0.41 $0.41 2018 $’000 34,118 59,326 93,444 CONSOLIDATED 2017 $’000 37,679 66,697 104,376 i Servcorp’s unencumbered cash and investment balance is $97.1 million as at 30 June 2018 (2017: $107.9 million). ii Bank short term deposits mature within an average of 117 days (2017: 106 days). These deposits and the interest earning portion of the cash balance earn interest at a weighted average rate of 2.09% (2017: 2.55%). 8. TRADE AND OTHER RECEIVABLES CURRENT At amortised cost Trade receivables (i) Less: allowance for doubtful debts Other debtors Notes: 35,253 (1,042) 9,726 43,937 31,207 (1,139) 11,582 41,650 i The average credit period allowed 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 Consolidated Entity has fully reviewed all receivables over 90 days. Receivables are assessed for impairment at each reporting date and as at 30 June 2018 the Directors believe no further provisions are required. 78 Notes to the Consolidated financial report for the financial year ended 30 June 2018 9. OTHER FINANCIAL ASSETS CURRENT At fair value through profit or loss 2018 $’000 CONSOLIDATED 2017 $’000 Investment in bank hybrid variable rate securities (i) 11,392 14,378 At amortised cost Lease deposits NON-CURRENT At fair value through profit or loss Forward foreign currency exchange contracts At amortised cost Lease deposits Other Notes: i Australia has $7.7 million in securities which is encumbered (2017: $9.9 million). 10. PREPAYMENTS AND OTHER ASSETS CURRENT Prepayments Other 589 11,981 564 14,942 128 454 40,312 695 41,135 14,275 3,013 17,288 37,188 765 38,407 14,499 1,936 16,435 79 Notes to the Consolidated financial report for the financial year ended 30 June 2018 11. PROPERTY, PLANT AND EQUIPMENT LAND AND BUILDINGS AT COST LEASE- HOLD IMPROVE- MENTS OWNED AT COST LEASE- HOLD IMPROVE- MENTS LEASED AT COST OFFICE FURNITURE & FITTINGS OWNED AT COST OFFICE FURNITURE & FITTINGS LEASED AT COST $’000 $’000 $’000 $’000 $’000 CONSOLIDATED WIP AT COST TOTAL OFFICE EQUIP- MENT LEASED AT COST MOTOR VEHICLES OWNED AT COST $’000 $’000 $’000 $’000 OFFICE EQUIP- MENT & SOFT- WARE OWNED AT COST $’000 GROSS CARRYING AMOUNTS Balance at 30 June 2017 7,738 215,445 1,115 31,734 129 45,683 112 797 - 302,753 Additions Disposals Effect of foreign currency exchange differences - - 13,341 (3,495) - - 4,504 (504) 429 7,215 59 1,108 - - 7 9,800 (584) (371) - - 6 1 5,156 32,802 (354) - (4,937) 20 9 8,482 Balance at 30 June 2018 8,167 232,506 1,174 36,842 136 54,528 118 464 5,165 339,100 ACCUMULATED DEPRECIATION 115,903 1,069 20,553 129 38,227 112 Balance at 30 June 2017 Depreciation expense Disposals Effect of foreign currency exchange differences 373 142 (15) 17,652 (2,526) - - 2,870 (381) 35 4,908 59 841 - - 7 4,175 (494) 1,010 - - 6 587 55 (354) 12 - - - - 176,953 24,894 (3,770) 6,878 Balance at 30 June 2018 535 135,937 1,128 23,883 136 42,918 118 300 - 204,955 NET BOOK VALUE Balance at 30 June 2018 7,632 96,569 Balance at 30 June 2017 7,365 99,542 46 46 12,959 11,181 - – 11,610 7,456 - – 164 210 5,165 134,145 - 125,800 This note is to be read in conjunction with Note 1 (m) Significant accounting policies. 80 Notes to the Consolidated financial report for the financial year ended 30 June 2018 12. GOODWILL ALLOCATION OF GOODWILL TO CASH-GENERATING UNITS The following twenty two countries are groups of cash-generating units: Japan, Australia, New Zealand, China, Hong Kong, Malaysia, Singapore, Thailand, Belgium, United Arab Emirates, Bahrain, Qatar, Saudi Arabia, Philippines, Lebanon, Turkey, France, United States of America, Kuwait, United Kingdom, Iran and Indonesia. Goodwill was allocated to the countries in which goodwill arose. The carrying amounts of goodwill relating to each group of cash-generating unit as at 30 June 2018 was as follows: Japan France Australia New Zealand Singapore Thailand China 2018 $’000 9,161 1,030 2,636 785 706 326 161 CONSOLIDATED 2017 $’000 9,161 1,030 2,636 785 706 326 161 14,805 14,805 The recoverable amount of goodwill relating to each group of cash-generating unit was determined based on value in use calculations, which use cash flow projections, covering a five year period and terminal value. For the year ended 30 June 2018, the post tax discount rate applied to the above countries, inclusive of country risk premium, was as follows: Japan 10.9%, France 10.7%, Australia 10.1%, New Zealand 10.1%, Singapore 10.1%, Thailand 11.9% and China 10.9% (2017: Japan 11.2%, France 10.9%, Australia 10.2%, New Zealand 10.2%, Singapore 10.2% Thailand 12.5% and China 11.1%). Growth rates ranging between 0.4% and 2.1% (2017: 0.17% and 1.9%) have been applied to extrapolate the cash flow projections for each cash-generating unit. 13. TRADE AND OTHER PAYABLES CURRENT At amortised cost Trade creditors Deferred income Deferred lease incentive Other creditors and accruals NON-CURRENT At amortised cost Deferred lease incentive 10,530 23,697 8,193 16,177 58,597 28,935 28,935 6,463 21,468 9,806 13,814 51,551 27,915 27,915 Notes to the Consolidated financial report for the financial year ended 30 June 2018 14. OTHER FINANCIAL LIABILITIES CURRENT At amortised cost Security deposits External borrowings (i) NON-CURRENT At amortised cost External borrowings (i) Notes: i On 21 November 2013 Japan borrowed JPY240 million at 2.42% p.a. fixed for 5 years. 15. FINANCING ARRANGEMENTS The Consolidated Entity has access to the following lines of credit: TOTAL FACILITIES AVAILABLE Bank guarantees (i) Bank overdrafts and loans (ii) Bill acceptance / payroll / other facilities (iii) FACILITIES UTILISED AT BALANCE SHEET DATE Bank guarantees (i) Bank overdrafts and loans (ii) FACILITIES NOT UTILISED AT BALANCE SHEET DATE Bank guarantees (i) Bank overdrafts and loans (ii) Bill acceptance / payroll / other facilities (iii) 81 2018 $’000 30,956 521 31,477 CONSOLIDATED 2017 $’000 30,446 559 31,005 - - 561 561 37,000 3,992 4,150 45,142 28,882 293 29,175 8,118 3,699 4,150 15,967 38,974 4,605 4,150 47,729 30,533 836 31,369 8,441 3,769 4,150 16,360 The Consolidated Entity has access to financing facilities at reporting date as indicated above. The Consolidated Entity 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 Bank overdraft limits have been established to fund working capital as required. All bank overdraft facilities are unsecured and payable at call, including any credit card facility utilised. iii Bill acceptance, payroll and other facilities have been established to facilitate the encashment of cheques, and to accommodate direct entry payroll and direct entry supplier payments. 82 Notes to the Consolidated financial report for the financial year ended 30 June 2018 16. PROVISIONS CURRENT Employee benefits (i) Other NON-CURRENT Employee benefits Notes: 2018 $’000 7,456 154 7,610 739 739 CONSOLIDATED 2017 $’000 6,746 202 6,948 693 693 i The current provision for employee benefits includes $7.2 million of annual leave and vested long service leave entitlements accrued (2017: $5.8 million). 17. CONTRIBUTED EQUITY Fully paid ordinary shares 96,817,888 (2017: 98,432,275) 151,594 154,122 MOVEMENTS IN ISSUED CAPITAL Balance at the beginning of the financial year Share buy-back 1,614,387 (2017: Nil) (i) Share buy-back reserve (i) Balance at the end of the financial year Note: 154,122 (7,261) 4,733 151,594 154,122 - - 154,122 (i) During the financial year Servcorp established an on-market buy-back program which enabled the purchase of 1,614,387 shares at an average price of $4.498. 18. FINANCIAL INSTRUMENTS The Company’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 Board of Directors. All controlled entities in the Consolidated Entity apply this risk management system to manage their own risks. a. Financial risk management objectives The financial risks that result from the Consolidated Entity’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 Consolidated Entity does not apply hedge accounting. 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 Company’s Audit and Risk Committee, an independent body that monitors risks and policies implemented to mitigate risk exposures. b. Capital management The Company's objective when managing capital is to ensure that entities within the Consolidated Entity will be able to continue as a going concern while maximising the return to stakeholders. The Company’s overall strategy remains unchanged from the prior period. The capital structure of the Consolidated Entity consists of equity attributable to equity holders of the parent, company issued capital, reserves and retained earnings. The Consolidated Entity operates globally, primarily through subsidiary companies established in the markets in which the Consolidated Entity operates. Operating cash flows are used to maintain and expand the Consolidated Entity, as well as to make routine outflows of tax and dividend payments. Notes to the Consolidated financial report for the financial year ended 30 June 2018 83 18. FINANCIAL INSTRUMENTS (CONTINUED) c. Market risk The Consolidated Entity’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The Consolidated Entity enters into forward foreign currency exchange contracts to economically hedge anticipated transactions. i. Foreign exchange risk The Consolidated Entity operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Consolidated Entity’s foreign exchange risk arises primarily from: – risk of fluctuations in foreign exchange rates to the Australian dollar (the reporting currency); – 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 For accounting purposes, net foreign operations are revalued at the end of each reporting period with the 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 revalued at the end of each reporting period with the fair value movement reflected in the Statement of comprehensive income as exchange gains or losses. 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 five year period. Pre tax gain / (loss) AUD/ USD +6%(2017: +6%) AUD/ USD -6% (2017: -6%) AUD/ JPY +6% (2017: +9%) AUD/ JPY -6% (2017: -9%) AUD/ EUR +3% (2017: +4%) AUD/ EUR -3% (2017: -4%) AUD/ RMB +7% (2017: +7%) AUD/ RMB -7% (2017: -7%) AUD/ SGD +5% (2017: +5%) AUD/ SGD -5% (2017: -5%) IMPACT ON PROFIT CONSOLIDATED IMPACT ON EQUITY CONSOLIDATED 2018 $’000 (1,750) 1,957 2,200 (1,240) 142 (152) (187) 209 (710) 783 2017 $’000 (1,408) 1,627 2,644 (2,154) 113 (122) (244) 282 (688) 767 2018 $’000 845 (945) 1,036 (1,163) 162 (172) 8 (9) - - 2017 $’000 952 (1,080) 1,474 (1,774) 244 (265) 9 (10) - - 84 Notes to the Consolidated financial report for the financial year ended 30 June 2018 18. FINANCIAL INSTRUMENTS (CONTINUED) c. Market risk (continued) i. Foreign exchange risk (continued) Forward foreign currency exchange contracts The following table sets out the details of forward foreign currency exchange contracts in place as at 30 June 2018. These are level 2 fair value measurements derived from inputs as defined in Note 18(e). AVERAGE EXCHANGE RATE FOREIGN CURRENCY FAIR VALUE 2018 2017 2018 MILLION 2017 MILLION 2018 $’000 2017 $’000 Outstanding contracts CONSOLIDATED Sell JPY Not later than one year Later than one year and not later than five years Sell USD Not later than one year Later than one year and not later than five years Sell NZD Not later than one year Sell EUR Not later than one year ii. Interest rate risk 78.11 76.78 81.99 77.24 150 750 - - - - 0.8458 - 1.0502 0.6617 - - - - 750 350 1 - 1 0.5 39 89 - - - - 374 189 (119) - (2) 12 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. 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 125 basis point increase 125 basis point decrease IMPACT ON PROFIT CONSOLIDATED 2017 $’000 711 (702) 206 (147) 2018 $’000 655 (607) 167 (94) 85 Notes to the Consolidated financial report for the financial year ended 30 June 2018 18. 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 following table details the Consolidated Entity’s expected maturity for its financial assets. The table below was drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned. LESS THAN 1 MONTH 1 TO 3 MONTHS 3 MONTHS TO 1 YEAR 1 TO 5 YEARS 5 + YEARS TOTAL $’000 $’000 $’000 $’000 $’000 $’000 WEIGHTED AVERAGE EFFECTIVE INTEREST RATE % CONSOLIDATED 2018 NON-INTEREST BEARING Receivables Lease deposits 43,937 144 - - - - - 43,937 14,015 15,692 6,565 36,416 Forward foreign currency exchange contracts - 1,000 1,917 9,767 INTEREST BEARING Cash and cash equivalents Bank short term deposits Variable rate securities 2017 NON-INTEREST BEARING Receivables Lease deposits 34,118 32,095 11,392 - - 5,585 26,329 - - - - - 121,686 6,585 42,261 25,459 6,565 202,556 41,650 - - - - 1,711 1,732 6,676 19,133 4,358 Forward foreign currency exchange contracts 1,232 1,658 9,251 4,535 INTEREST BEARING Cash and cash equivalents 37,679 - - Bank short term deposits 26,222 28,039 16,985 Variable rate securities 14,378 - - - - - - - - - 122,872 31,429 32,912 23,668 4,358 215,239 - - - - 12,684 34,118 64,009 11,392 41,650 33,610 16,676 37,679 71,246 14,378 2.06% 2.25% 5.82% 2.22% 2.55% 5.46% 86 Notes to the Consolidated financial report for the financial year ended 30 June 2018 18. FINANCIAL INSTRUMENTS (CONTINUED) c. Market risk (continued) iii. Liquidity risk (continued) The following table details the Consolidated Entity’s remaining contractual maturity for its financial liabilities. The table is based on the earliest date on which undiscounted cash flows of financial liabilities are contractually to be paid. The table includes both principal and interest cash flows. LESS THAN 1 MONTH 1 TO 3 MONTHS 3 MONTHS TO 1 YEAR 1 TO 5 YEARS 5+ YEARS TOTAL $’000 $’000 $’000 $’000 $’000 $’000 WEIGHTED AVERAGE EFFECTIVE INTEREST RATE % CONSOLIDATED 2018 NON–INTEREST BEARING Payables Security deposits Forward foreign currency exchange contracts INTEREST BEARING Bank loans (i) 2017 NON–INTEREST BEARING Payables Security deposits Forward foreign currency exchange contracts INTEREST BEARING Bank loans (i) Notes: i Fixed interest rate instruments. 10,530 16,408 - - 30,574 - - - - 6 998 1,831 9,154 159 157 - 10,536 17,565 32,562 9,154 6,463 14,770 - - - 30,446 - - 1,220 1,777 8,701 4,060 6 151 468 305 7,689 16,698 39,615 4,365 - - - - - - - - - - 26,938 30,574 11,983 322 2.42% 69,817 21,233 30,446 15,758 930 2.42% 68,367 d. Credit risk Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Consolidated Entity. The Consolidated Entity 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 Consolidated Entity 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 14. Credit risk on cash and short term fixed deposits is limited because counterparties are banks with high credit ratings assigned by international credit rating agencies. These liquid funds are managed centrally by the Company’s senior management on a daily basis. Notes to the Consolidated financial report for the financial year ended 30 June 2018 87 18. FINANCIAL INSTRUMENTS (CONTINUED) e. Fair value of financial instruments The Board of Directors consider that the carrying amount of financial assets and financial liabilities approximate their fair value other than in respect of the Company’s investment in subsidiaries. Financial instruments are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: LEVEL 1 $’000 LEVEL 2 $’000 CONSOLIDATED LEVEL 3 $’000 30 JUNE 2018 Bank hybrid variable rate securities Forward foreign currency exchange contracts 30 JUNE 2017 Bank hybrid variable rate securities Forward foreign currency exchange contracts 11,392 - 11,392 14,378 - 14,378 - 128 128 - 454 454 - - - – – – Some of the the Consolidated Entity’s financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets are determined (in particular, the valuation technique(s) and inputs used). FINANCIAL ASSETS Bank hybrid variable rate securities Forward foreign currency exchange contracts FAIR VALUE AS AT 30 JUNE 2018 $’000 FAIR VALUE AS AT 30 JUNE 2017 $’000 FAIR VALUE HIERACHY 11,392 128 14,378 454 1 2 VALUATION TECHNIQUE(S) AND KEY INPUT(S) Quoted prices in an active market Future cash flows are estimated based on observable forward exchange rates 88 Notes to the Consolidated financial report for the financial year ended 30 June 2018 19. EMPLOYEE BENEFITS Accumulation funds Contributions to accumulation funds 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 accumulation funds. Details of contributions to funds during the year ended 30 June 2018 are as follows: Employer contributions As at 30 June 2018, there were no outstanding employer contributions payable to other funds. 2018 $’000 2,005 CONSOLIDATED 2017 $’000 1,849 20. COMMITMENTS FOR EXPENDITURE CAPITAL EXPENDITURE COMMITMENTS - PROPERTY, PLANT AND EQUIPMENT Committed but not provided for and payable: Not later than one year (i) 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 30,628 - - 30,628 133,608 305,475 117,567 556,650 7,176 - - 7,176 131,942 303,192 151,825 586,959 The Consolidated Entity leases property under operating leases expiring from 1 to 15 years. Liabilities in respect of lease incentives are disclosed in Note 13 to the Consolidated financial report. Operating leases Leasing arrangements Operating leases have been entered into to operate serviced office floors. The Consolidated Entity does not have an option to purchase the leased asset at the expiry of the lease period. Notes: i. The refurbishment and modernisation of current floors to create coworking space totals $7.5 million (2017: Nil). New floors total $23.1 million (2017: 7.2 million). Notes to the Consolidated financial report for the financial year ended 30 June 2018 21. SUBSIDIARIES Servcorp has interests in subsidiary companies in the following countries. COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS NUMBER OF SUBSIDIARIES 89 Australia Bahrain Belgium China and Hong Kong France Germany Indonesia Iran Japan Kuwait Lebanon Malaysia New Zealand Philippines Qatar Saudi Arabia Singapore Thailand Turkey United Arab Emirates United Kingdom United States of America 2018 2017 47 47 1 1 8 2 1 1 1 4 1 1 2 5 1 1 1 9 3 1 4 5 1 1 8 2 - 1 1 4 1 1 2 5 1 1 1 9 3 1 3 3 16 17 Movements in the number of subsidiaries are due to the formation and deregistration of subsidiary entities. Refer to Note 1 to the Consolidated financial report for more details on control. The following subsidiaries have non-controlling interests that are relevant to the Company: NAME OF SUBSIDIARY PRINCIPAL PLACE OF BUSINESS OWNERSHIP INTEREST HELD BY NON-CONTROLLING INTERESTS Servcorp Aswad Real Estate Company WLL Servcorp Qatar LLC Servcorp LLC Servcorp Administration Services WLL Kuwait Qatar UAE UAE 2018 % 51 51 51 51 2017 % 51 51 51 51 A Company in the Consolidated Entity exercises control over Servcorp Aswad Real Estate Company WLL, Servcorp Qatar LLC, Servcorp 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 the benefits and risks of ownership notwithstanding that the majority shareholding may be vested in another party. 90 Notes to the Consolidated financial report for the financial year ended 30 June 2018 22. NOTES TO STATEMENT OF CASH FLOWS A. RECONCILIATION OF CASH AND CASH EQUIVALENTS For the purpose of the Statement of cash flows, cash and cash equivalents includes cash on hand and at bank, and 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 Statement of cash flows are reconciled to the related items in the Statement of financial position as follows: Cash at bank Short term deposits Cash and cash equivalents 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 Deferred tax expense relating to change in tax rate Deferred tax expense relating to derecognition of tax losses Depreciation of non-current assets Share of losses of joint venture Loss/ (Gain) on disposal of non-current assets Loss from financial assets Decrease in current tax liability (Decrease) in deferred tax balances Unrealised foreign exchange loss/ (gain) (Increase) in deferred lease incentives Changes in net assets and liabilities during the financial period: Decrease in prepayments Increase in trade debtors and other receivables (i) Increase in current assets Increase in deferred income Increase in client security deposits Increase in accounts payable Net cash provided from operating activities Notes: i Excludes non-operating receivable of Nil (2017: $5.7 million). CONSOLIDATED 2018 $’000 2017 $’000 34,118 59,326 93,444 37,679 66,697 104,376 10,062 40,711 (708) 7,560 5,405 24,894 (93) 928 (32) 349 (8,994) 5,303 (603) 224 (2,287) (1,102) 2,229 510 6,432 50,077 (286) - - 22,875 (195) (2,205) (959) 4,968 (1,578) (5,646) (4,217) 2,020 (4,329) (788) 1,555 2,185 243 54,354 91 Mr T Moufarrige has an interest in and was a Director of Nualight AUSNZ Pty Ltd (Nualight) and Light Energy Australia Pty Ltd (LEA). Nualight and LEA are clients of Servcorp in Sydney, Perth, Adelaide and Brisbane. From time to time Nualight and LEA also provide lighting products to Servcorp on arm’s length terms. The Board, with Mr T Moufarrige absent, reviews the terms of any contract to supply lighting services, to ensure that the terms bring a commercial benefit to Servcorp. Mr T Moufarrige, has an interest in and is a Director of Spigoli Pty Ltd. Mr T Moufarrige and Spigoli Pty Ltd are clients of Servcorp in Sydney. Services provided by Servcorp are at market terms and rates. Mr B Corlett is provided an office in Sydney for use as necessary in carrying out his duties as Chairman. Mr B Corlett pays full market rate for any services he utilises. Servcorp has in excess of 21,000 clients globally. From time to time a client will be an entity which is defined as a Director related party, even though the Director has had no involvement in the decision to become a client of Servcorp. The following disclosures fall into this category. A relative of Mr B Corlett, has an interest in TDM Asset Management Pty Ltd. TDM Asset Management Pty Ltd is a client in New York. Mr B Corlett has no interest in the affairs of TDM Asset Management Pty Ltd nor any involvement in the negotiation of the terms of the arrangement with TDM Asset Management Pty Ltd. Mr R Holliday-Smith, has an interest in and is the Chairman of ASX Limited. ASX Operations Pty Ltd, a subsidiary company of ASX Limited, is a client of Servcorp in London and Hong Kong. Mr R Holliday-Smith did not have any involvement in the negotiation of the terms of the arrangement with ASX Operations Pty Ltd. Mrs W Graham has an involvement with Energy Capital Partners, a US-based private equity firm. Energy Capital Partners is a client of Servcorp in Sydney. Mrs W Graham did not have any involvement in negotiation of the arrangement with Energy Capital Partners, which are at arm's length terms. Notes to the Consolidated financial report for the financial year ended 30 June 2018 23. RELATED PARTY DISCLOSURES From time to time Directors of the Company and its controlled entities, or their director-related entities, may purchase services 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. All transactions with director-related entities are disclosed to the Board and reviewed to ensure they bring a benefit to the Consolidated Entity. Mr A G Moufarrige has an interest in and is a Director of Tekfon Pty Ltd (Tekfon). Servcorp has a lease on arm’s length terms with Tekfon for the use of Tekfon’s premises for storage. Servcorp utilises off-site storage facilities in many of its global locations, for storage of office furniture and retention of records. Tekfon’s premises are in a suburb of Sydney, and have been utilised by Servcorp’s Sydney locations and head office for storage since before the Consolidated Entities IPO in 1999. Research confirms that the lease is at below the market rate for similar facilities in the area. The Board, with Mr A G Moufarrige absent, reviews the lease with Tekfon on an annual basis to ensure that the terms are at market rate or better. A relative of Mr A G Moufarrige has an interest in Enideb Pty Ltd (Enideb). Mr A G Moufarrige has no interest in the affairs of Enideb. Enideb operates the Servcorp franchise in Canberra on arm’s length terms. The Canberra franchise has been operating for more than 27 years, and the Canberra locations bring a benefit to Servcorp’s operations. The Board reviews the terms of the franchise agreement on a regular basis to ensure that it is conducted on proper commercial terms, consistent with any other franchise operations. Mr A G Moufarrige has an interest in and is a Director of Sovori Pty Ltd (Sovori). Mr T Moufarrige, is also a director of Sovori. Mr A G Moufarrige has personal credit cards which, in the main, are used to pay for Servcorp expenses during his business travels. For convenience, these are paid by Servcorp whilst he travels and they are then reconciled upon his return and personal expenses are repaid to Servcorp by Sovori. The Chairman has oversight over the reconciliations. During the year Servcorp undertook certain strategic initiatives in the Middle East and Europe to accelerate growth pathways to take advantage of the expansion in the demand for shared offices and to unlock more of the inherent value in its business and technology platform. In order to provide cost-certainty, Mr A.G. Moufarrige undertook in February 2018 to reimburse expenses incurred by the Group in excess of a pre-determined amount. Accordingly $1.7 million was reimbursed by Mr A.G. Moufarrige. The $1.7 million was received in cash on 30 June 2018. Refer also to Note 2 and 5. Mr A G Moufarrige and Mr R Holliday-Smith both have an interest in Thru, Inc (Thru). Thru provided IT services to Servcorp on arm’s length terms. Mr A G Moufarrige and Mr R Holliday- Smith did not have any involvement in the negotiation of the terms of the arrangement with Thru. Servcorp’s IT management regularly reviewed the terms and conditions of the contract with Thru to ensure it was commercially beneficial to Servcorp. During the 2017 financial year, the decision was taken to cease using the IT services provided by Thru as more beneficial terms were available through another provider. 92 Notes to the Consolidated financial report for the financial year ended 30 June 2018 23. RELATED PARTY DISCLOSURES (CONTINUED) 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. The value of the transactions during the year with Directors and their director-related entities were as follows: DIRECTOR DIRECTOR-RELATED ENTITY A G Moufarrige Tekfon Pty Ltd A G Moufarrige Enideb Pty Ltd A G Moufarrige, T Moufarrige A G Moufarrige, R Holliday–Smith Sovori Pty Ltd Thru, Inc. T Moufarrige Nualight AUSNZ Pty Ltd and Light Energy Australia Pty Ltd T Moufarrige Spigoli Pty Ltd T Moufarrige Taine Moufarrige Reimbursements B Corlett B Corlett Bruce Corlett TDM Asset Management Pty Ltd R Holliday–Smith ASX Operations Pty Ltd W Graham Energy Capital Partners Client Client Client Client TRANSACTION Premises rental Franchisee 2018 $ 90,964 745,357 Strategic initiatives Reimbursements 1,700,000 210,605 IT services Client Supplier Client - 2,780 5,781 6,506 26,845 79,340 10,005 515,549 1,138 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/ (payable) Tekfon Pty Ltd Enideb Pty Ltd Sovori Pty Ltd Nualight AUSNZ Pty Ltd and Light Energy Australia Pty Ltd Spigoli Pty Ltd Taine Moufarrige Bruce Corlett TDM Asset Management Pty Ltd ASX Operations Pty Ltd Energy Capital Partners - 45,162 - 69 566 30,708 6,136 787 44,898 205 CONSOLIDATED 2017 $ 89,326 741,346 - 90,431 71,229 7,779 86,239 8,812 19,307 45,535 8,812 419,057 - - 50,193 21,995 2,181 582 19,307 3,937 771 37,866 - Notes to the Consolidated financial report for the financial year ended 30 June 2018 24. PARENT ENTITY DISCLOSURES FINANCIAL POSITION ASSETS Current assets Non-current assets Total assets LIABILITIES Current liabilities Total liabilities EQUITY Issued capital Retained earnings Total equity FINANCIAL PERFORMANCE Profit for the year Total comprehensive income As at 30 June 2018: 93 2018 $’000 149,318 22,779 172,097 8,968 8,968 146,861 16,268 163,129 26,595 26,595 THE COMPANY 2017 $’000 213,907 21,436 235,343 66,030 66,030 154,122 15,191 169,313 19,833 19,833 i Servcorp Limited guaranteed Company Headquarters Limited (a subsidiary) as part of a New Zealand lease. ii In January 2016 Servcorp Limited renewed a Corporate Guarantee and Indemnity with the Australian and New Zealand Banking Group Limited, pursuant to which the bank agreed to make available to the Consolidated Entity a $37 million interchangeable facility for general corporate purposes. The liability under the deed by and between the Australian and New Zealand companies is limited to $52 million. As at 30 June 2018 the fair value of these commitments was Nil (2017: Nil). iii There were no contingent liabilities of the parent entity. iv There were no commitments for the acquisition of property, plant and equipment by the parent entity. 94 Notes to the Consolidated financial report for the financial year ended 30 June 2018 25. REMUNERATION OF AUDITORS A. AUDITOR OF THE PARENT ENTITY (Deloitte Touche Tohmatsu Australia (DTT)) Audit and review of financial reports Other services - tax Strategic initiatives - tax (i) Strategic initiatives - advisory (i) B. OTHER AUDITORS (DTT International Associates) Audit and review of financial reports Other services - tax Other services - financial statements preparation Strategic initiatives - tax (i) Strategic initiatives - advisory (i) Strategic initiatives - audit (i) CONSOLIDATED 2018 $ 2017 $ 631,482 103,843 334,314 80,000 1,149,639 682,120 116,181 220,726 613,132 804,194 737,496 3,173,849 4,323,488 603,947 26,250 - - 630,197 693,140 96,239 81,927 - - - 871,306 1,501,503 The auditor of Servcorp Limited is Deloitte Touche Tohmatsu. Notes: i During the financial year Servcorp initiated an investment review of its operations in Europe and the Middle East to accelerate growth pathways to take advantage of the expansion in the demand for shared offices and to unlock more of the inherent value in its business and technology platform. The outcome of the strategic review will benefit Servcorp in the long run, however a decision was made to not proceed with the identified alternatives at this time. These expenses related to the strategic initiatives undertaken. 26. SUBSEQUENT EVENTS Other than any 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 22 August 2018 the Directors declared a final dividend of 13.00 cents per share, franked to 25%, payable on 4 October 2018. The financial effect of the above transaction has not been brought to account in the financial statements for the year ended 30 June 2018. Directors' Declaration 95 The Directors declare that: a. in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; b. the attached Financial Statements, set out on pages 59 to 93 are in compliance with International Financial Reporting Standards, as stated in Note 1 to the Consolidated financial report; c. in the Directors’ opinion, the attached Financial Statements and notes thereto are in accordance with the Corporations Act 2001, including: i. compliance with accounting standards; and ii. giving a true and fair view of the financial position and performance of the Consolidated Entity; d. the Directors have been given the declarations required by section 295A of the Corporations Act 2001. Siged in accordance with a resolution of directors pursuant to section 295(5) of the Corporations Act 2001. A G Moufarrige AO Managing Director and CEO Dated at Sydney this 22nd day of August 2018. 96 Auditor’s Report Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia DX: 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au Independent Auditor’s Report to the Members of Servcorp Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Servcorp Limited (the “Entity”), and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2018, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the declaration by directors. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to directors of the Entity, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Liability limited by a scheme approved under Professional Standards Legislation Member of Deloitte Touche Tohmatsu Limited Auditor’s Report 97 Key Audit Matter Accounting for tenant lease agreements as How the scope of our audit responded to the Key Audit Matter Our procedures included, but were not limited to: Refer to Notes 2c, 13 and 16 The Group frequently enters into agreements for the leasing of new floors or renegotiates/extends existing leases. These leasing agreements typically establish base rents for the floor as well as containing additional terms and conditions that impact the occupancy expenses to be recognised. These may include lease incentives received, rent review clauses, make-good provisions or other relevant terms and conditions. The identification of the relevant terms and conditions is a manual process and the accounting treatment involves non-systematic calculations and/or judgement to be exercised by management. - obtaining an understanding of key controls management has in place to identify and accurately account terms and conditions of the lease agreements; for key - on a sample basis: o assessing new, renewed and/or o o amended lease agreements; identifying terms that may give rise to specific accounting implications; rent the independently calculating expense and other associated balances over the life of the agreement and comparing results to management’s calculation for those leases selected for detailed analysis; - inquiring of management and performing other procedures, to identify changes to existing leases. On a sample basis testing existing leases to determine whether any changes had been made to the agreements and as a result the associated accounting; - evaluating management’s assessment on floors to be closed in the coming 18 months, and the appropriateness of the Group’s accounting policy for recording any make- good provisions; and - assessing the appropriateness of the disclosures in the financial statements. Other Information The directors are responsible for the other information. The other information comprises the Corporate Governance Statement, Directors’ Report, and Shareholder Information and Corporate Information, which we obtained prior to the date of this auditor’s report. The other information also includes the following documents which will be included in the annual report (but does not include the financial report and our auditor’s report thereon): ‘2018 Results’, ‘Global Locations’, ‘Chairman’s Message’, ‘CEO’s Message’, ‘Global Expansion’, ‘Information and Communication Technology’, ‘Servcorp’s Global Networking Map’, ‘Environmental Commitment’, ‘Community Service’ and ‘The Board and Executive’, which are expected to be made available to us after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and accordingly we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the ‘2018 Results’, ‘Global Locations’, ‘Chairman’s Message’, ‘CEO’s Message’, ‘Global Expansion’, ‘Information and Communication Technology’, ‘Servcorp’s Global Networking Map’, ‘Environmental Commitment’, ‘Community Service’ and ‘The Board and Executive’, if we conclude 98 Auditor’s Report that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors of the Entity are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as intentional omissions, involve collusion, fraud may misrepresentations, or the override of internal control. forgery,  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by directors.  Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.  Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion. Auditor’s Report 99 We communicate with directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included on pages 46 to 57 of the Director’s Report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Servcorp Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of Servcorp Limited are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. DELOITTE TOUCHE TOHMATSU S C Gustafson Partner Chartered Accountants Sydney, 22 August 2018 100 Shareholder Infor mation The shareholder information set out below is provided in accordance with the Listing Rules and was applicable as at 10 September 2018. CLASS OF SHARES AND VOTING RIGHTS Ordinary shares There were 2,953 holders of the ordinary shares of the Company. At a general meeting: – On a show of hands, every member present in person or by direct vote, proxy, attorney or representative has one vote; – On a poll, every member present has one vote for each fully paid share held. Options There were 6 holders of options over 295,000 unissued ordinary shares of the Company, granted to employees under the Servcorp Executive Share Option Scheme. There are no voting rights attached to the options. Voting rights will be attached to the unissued ordinary shares when the options have been exercised. The options are unquoted. ON-MARKET BUY-BACK There is no current on-market buy-back. DISTRIBUTION OF SHAREHOLDERS ORDINARY SHARES OPTIONS NUMBER OF HOLDERS NUMBER OF SHARES % OF SHARES NUMBER OF HOLDERS NUMBER OF OPTIONS % OF OPTIONS SIZE OF HOLDING 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 1,238 1,167 284 235 29 627,037 3,017,238 2,166,595 5,680,348 85,326,670 0.65% 3.11% 2.24% 5.87% 88.13% - - - 6 - 6 - - - 295,000 - 295,000 - - - 100% - 100% Totals 2,953 96,817,888 100.00% There were 217 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 given a substantial shareholder notice to Servcorp. NAME Sovori Pty Ltd NUMBER OF SHARES 49,812,927 % OF VOTING POWER 51.19% TWENTY LARGEST SHAREHOLDERS HOLDER NAME BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C) BNP Paribas Nominees Pty Ltd (DRP) Brispot Nominees Pty Ltd Citicorp Nominees Pty Limited CS Fourth Nominees Pty Ltd Eniat Pty Ltd HSBC Custody Nominees (Australia) Limited HSBC Custody Nominees (Australia) Limited - A/C 2 JP Morgan Nominees Australia Limited MFLE Pty Ltd Moufarrige, Alfred George National Nominees Limited Neweconomy Com Au Nominees Pty Limited <900 Account> NRM Funds Pty Ltd (Moufarrige Super Fund A/C) Omnioffices Pty Limited Sandhurst Trustees Ltd (Wentworth Williamson A/C) Sovori Pty Ltd UBS Nominees Pty Ltd UBS Nominees Pty Ltd Uvira Superannuation Pty Limited (Uvira Holdings Employees Super Fund Account) Totals for Top 20 101 Shareholder Infor mation NUMBER OF ORDINARY SHARES HELD PERCENTAGE OF CAPITAL HELD 3,270,980 1,050,328 174,597 5,008,529 232,181 1,800,000 14,817,155 953,391 5,349,945 1,800,000 547,436 2,727,421 207,650 210,450 502,592 955,973 42,288,060 2,178,563 325,781 433,474 84,834,506 3.38% 1.08% 0.18% 5.17% 0.24% 1.86% 15.30% 0.98% 5.53% 1.86% 0.57% 2.82% 0.21% 0.22% 0.52% 0.99% 43.68% 2.25% 0.34% 0.45% 87.62% 102 Corporate Infor mation Directors Bruce Corlett Wallis Graham Rick Holliday-Smith Alf Moufarrige Taine Moufarrige Mark Vaile Company secretary Greg Pearce Chairman & non-executive director, independent Non-executive director, independent Non-executive director, independent CEO & Managing director Executive director Non-executive director, independent Registered office and principal office Level 63, MLC Centre 19 Martin Place Sydney NSW 2000 Telephone: Facsimile: + 61 (2) 9231 7500 + 61 (2) 9231 7665 Auditor Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000 Share registry Boardroom Pty Limited Level 12 Grosvenor Place 225 George Street Sydney NSW 2000 GPO Box 3993 Sydney NSW 2001 Telephone: Email: 1300 737 760 + 61 (2) 9290 9600 enquiries@boardroomlimited.com.au 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 4.30pm on Thursday, 15 November 2018 at: The Westin Level 6, Barnet Room 1 Martin Place Sydney NSW 2000 103 104 Servcorp Annual Report 2018 

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