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Annual Report 2015

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Annual Report 2015 Foundations for growth Contents Highlights Chair’s Report Group Managing Director’s Report Slater and Gordon Group Overview Group Activities Corporate Social Responsibility Board of Directors and Company Secretary Operating and Financial Review Financial Statements Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Slater and Gordon Limited Directors’ Declaration Independent Auditor’s Report Additional ASX Information Corporate Directory 1 2 4 6 9 11 12 16 22 23 65 66 67 68 69 70 136 137 139 140 Images in this report feature Slater and Gordon Manchester (UK) office staff. Slater and Gordon Limited Annual Report 2015 Slater and Gordon is the leading provider of consumer legal services in Australia and, more recently, the UK where we’ve now established a strong platform for future growth. Highlights Revenue (up by 43.2%) FY14 $438.2m FY13 $298.0m FY15 $627.3m FY11 $182.3m FY12 $217.7m Normalised EBITDA (up by 20.6%) FY14 $100.8m FY13 $72.9m FY15 $121.6m FY11 $49.9m FY12 $57.6m Normalised NPAT (up by 12.1%) Normalised Basic EPS (up by 12.4%) FY15 $70.7m FY14 $63.0m FY13 $41.8m FY11 $28.9m FY12 $33.4m FY14 30.3¢ FY13 24.1¢ FY15 34.0¢ FY11 19.1¢ FY12 21.7¢ Normalised data is adjusted for: FY15 – Acquisition costs, discount on acquisition, early termination of lease and AASB3 policy change. Also excludes one month of SGS. FY14 – WIP adjustment relating to the Fenton’s acquisition, an onerous lease provision, acquisition costs and AASB3 policy change. FY13 – Acquisition costs. FY12 – Write-down of the VIOXX class action. Annual Report 2015 Slater and Gordon Limited 1 Chair’s Report “We believe we are progressing well ahead of our long- term strategic goal.” Dear Shareholder, I am pleased to present the Slater and Gordon Limited (Slater and Gordon Group) Annual Report for the 2015 financial year. The past year has been a year of opportunity and challenges, both of which have made us a stronger and better company. Slater and Gordon Group continued its track record of delivering strong financial results for shareholders. In Australia, our Personal Injury Law (PIL) practice remained resilient and our General Law (GL) practice made solid progress. The acquisition, in November 2014, of Nowicki Carbone and Schultz Toomey O’Brien added strength and capability to our Australian operations. In the UK, we successfully integrated the businesses acquired during the 2014 financial year, transitioning our Manchester operations from three locations into one, and implementing a new case and practice management system. In May we completed what was by far our largest acquisition, with the A$1.3 billion purchase of Quindell Plc’s Professional Services Division (PSD), a leading PIL service provider operating across the claims value chain providing legal, health and motor services. The PSD operations have been rebranded as Slater Gordon Solutions. 2 In the UK we have now established a compelling service offering across the full range of personal legal services and employ approximately 3,950 people across 28 locations. We believe we are progressing well ahead of our long-term strategic goal of building a platform from which we can deliver significant value for shareholders. Clearly such a large transaction is not undertaken without extensive due diligence. We had more than 70 of our lawyers review over 8,000 case files and the benefit of independent advice from our external advisers to ensure that our bottom-up evaluation of the PSD opportunity was sound. We are very fortunate that Ken Fowlie has relocated to the UK to lead these operations. Ken has over 20 years experience with the Group and most recently headed Slater and Gordon Lawyers in Australia. The Board is confident Ken is the best person to run and grow this business. As well as the existing UK management, Ken is being well supported by a dedicated team including Kirsten Morrison, who has also relocated to the UK to take up the role of General Counsel UK. Unfortunately, the medium and long-term opportunities created by the acquisition have been clouded by some short-term challenges. Our approach to managing these has been robust and transparent. Some shareholders have voiced concerns about our decision to support the transaction by raising equity using a pro rata renounceable rights offer, a decision made in consultation with our advisers Greenhill Caliburn and Citi. Given the circumstances, the pressing timing constraints of the acquisition, and in particular the transaction’s demand for funding certainty and immediacy, the Board and senior management team still believe that the process we undertook and the structure we adopted were appropriate. In June, the Company was notified that the Australian Securities and Investments Commission (ASIC) intended to raise some queries regarding the Group’s accounting procedures. In the course of preparing the responses consolidation errors in the reporting of historical UK cash flows were identified. Whilst these errors were unfortunate they have now been rectified and had no impact on the net cash from operating activities, which remains as reported. The ASIC review process has been extensive and Slater and Gordon Group continues to cooperate fully with ASIC to allow it to conclude its review process, which the Company expects to be completed shortly. During the year we implemented several initiatives to ensure that a sound corporate governance framework remains in place as the Company grows. These initiatives include a search for the appointment of an additional two Non-Executive Directors to the Board, strengthening our Governance, Risk and Internal Audit function and enhancing our financial disclosures. A process also commenced to request expressions of interest from global firms to conduct our Group audit, and we expect a global audit firm to be appointed in time for first half FY16 results. I look forward to updating you on these activities throughout the year. It is true to say that Slater and Gordon is one of the world’s leading providers of consumer legal services, with a strong track record and a strong platform for ongoing growth. This year has been a pivotal one in our development. We know there is still a great deal of growth potential ahead as our team continues its relentless focus on delivering great outcomes for clients. On behalf of the Board of Directors, I would like to thank you for your ongoing support and reassure you of our unwavering commitment to long- term value creation for shareholders. Yours sincerely, John Skippen Chair Annual Report 2015Slater and Gordon Limited We believe in making things clear and simple for our clients. 3 Annual Report 2015Slater and Gordon Limited Group Managing Director’s Report traffic accident where they are not at fault, whether it’s arranging car repairs, replacement car hire or resolving a personal injury claim, including arranging medical or ancillary care. Continued Investment in Slater and Gordon Lawyers Brand We also continued to invest heavily in the Slater and Gordon Lawyers brand throughout the year, including the successful launch of a refreshed brand across the Group. In Australia brand awareness remains strong at 72%, and in the UK the brand has now achieved 24% awareness – a significant lift on the 11% awareness achieved in the UK in 2014. Initiatives to Improve Client Satisfaction Client-focused initiatives aimed at increasing client satisfaction also delivered results. Independent research for the Australian business showed good improvements across the board, particularly in the client triage function, which has been a particular focus of activity. This focus is being matched by similar activity within our UK business. Integration of Acquired Businesses We acquired a number of practices during FY15 that added further strength to our Australian and UK operations. These practices, along with those acquired during FY14, were substantially integrated during the year and are performing according to expectations. In FY16 our focus will shift to completing the integration process and taking the opportunity to enhance operational effectiveness, rather than looking for further acquisition opportunities. UK Single IT System The implementation of a single integrated finance and practice management IT system across Slater and Gordon Lawyers (UK) is almost complete, with the full integration of all staff onto the platform expected in FY16. This has been a successful project and represents a genuine opportunity for us to design into our UK operations the operating conditions needed to deliver ongoing productivity gains. Management Team Restructure With the Group now entering its next phase of maturity, we are building the management structures needed in the fee earning community, our shared services groups and at the corporate level to take the organisation forward successfully. In terms of the leadership team, along with Ken Fowlie heading Slater Gordon Solutions, we are fortunate to have Cath Evans and Hayden Stephens commencing in their new roles as CEO’s of Personal Injury Law and General Law respectively. I look forward to updating you on their progress during the year. Overall, there has been a lot of productive activity with plenty of the initiatives continuing in to this financial year. FY16 Priorities In FY16 our key areas of focus will be improving cash performance across the Group, enhancing operational effectiveness and successfully delivering the Slater Gordon Solutions (SGS) operational and financial targets. We believe the legislative environment will remain relatively stable in both Australia and the UK. I would like to thank our clients for trusting Slater and Gordon with their legal matters during 2015 and our staff for their professionalism and tireless endeavours. And I would like to thank you, our shareholders, for your support. Yours sincerely, Andrew Grech Group Managing Director “We acquired a number of practices during FY15 that added further strength to our Australian and UK operations.” Dear Shareholder, I am very pleased to deliver another set of operating and financial results demonstrating resilience and ongoing improvement in key areas of the Slater and Gordon Group. Overall, Slater and Gordon Lawyers has performed well and the outlook for this financial year is strong. Pleasingly, as well as delivering our financial performance targets we also achieved a great deal of progress with initiatives aimed at setting up our operations for ongoing success. UK Growth Platform Established Clearly the acquisition of a number of business assets from Quindell Plc, which we described at the time of the transaction as the Professional Services Division (PSD), was the most significant activity of the year, establishing the Slater and Gordon Group as the clear leader in PIL in the UK and providing us with what we believe is a platform for continued growth. The PSD operations provide the scale and access to channels of new business generation required to continue to grow our UK business organically. The business, now rebranded as Slater Gordon Solutions, is uniquely placed to solve the problems experienced by clients when they are involved in a road 4 Annual Report 2015Slater and Gordon Limited We inspire people to find the best way forward. 5 Annual Report 2015Slater and Gordon Limited Slater and Gordon Group Overview Employees Brands 5,350 Shareholders Locations 19,000+ 95 FY15 Revenue A$627.3 million Slater and Gordon Lawyers Australia 50% Slater and Gordon Lawyers UK 44% Slater Gordon Solutions 6% (Note: one-month contribution) Who We Are Slater and Gordon Group is a leading provider of consumer legal services in Australia and the United Kingdom (UK). We employ 1,400 people in 67 locations across Australia and 3,950 people in 28 locations in the UK. Our Mission To give everyday people easier access to world-class legal services. Our Values • Do it right. • Work well with others. • Take the lead. Our Services • Personal Injury Law (PIL) Provides expert legal services in a range of personal injury areas including motor vehicle accidents, workers’ compensation and civil liability law. • General Law (GL) GL is made up of Personal Legal Services (PLS) and Business and Specialised Litigation Services (B&SLS). PLS comprises family law, conveyancing, wills, estate planning and probate practices. B&SLS comprises business law, property law, estate, employment and professional negligence litigation, class or group actions and criminal defence work. • Claims Our Slater Gordon Solutions claims business in the UK focuses on the assessment and resolution of road traffic accident claims. • Motor and Health services Slater Gordon Solutions also provides motor vehicle accident management support and rehabilitation and medical reporting management solutions. 6 Annual Report 2015Slater and Gordon Limited Our Strategy Outcome Growth Strategy Satisfied clients, engaged staff, sustainable shareholder returns Leading consolidation of the UK PIL market Building an efficient, integrated operating platform in the UK Delivering strong earnings growth from the Australian PIL practices Building on our platform in GL consumer legal services Key Drivers Client Experience Brand and Marketing People and Culture Striving to put clients at the centre of everything we do Leveraging the power of the Slater and Gordon Lawyers and in-house brands Building an aligned, skilled and engaged labour force Operations Building an efficient and robust operating platform Innovation in our service offering, delivery modes and the management of the organisation Annual Report 2015 Slater and Gordon Limited 7 Our mission is to give people easier access to world- class legal services. 8 Annual Report 2015Slater and Gordon Limited Group Activities We continue to invest in the key drivers of our business: the client experience, brand and marketing, people and culture, and operations. In September 2014, we evolved the Slater and Gordon Lawyers brand. This was positively received by our clients in both the PIL and GL practices. developed an extensive range of learning and development curriculums to address the unique requirements of each of our UK legal practice areas. Client Experience The firm is focused on continuously improving the experience of its clients with the goal of improving client satisfaction, lifting conversion and building client advocacy. Several initiatives were undertaken during FY15 that improved the way we intake clients to the firm and assist them in navigating the legal process. In Australia, this resulted in an increase in client satisfaction. Independent research measured total client satisfaction for Slater and Gordon Lawyers increasing from a score of 70 in 2014 to 76 in 2015. In the UK, client satisfaction was measured for the first time with a score of 68. Brand and Marketing Slater and Gordon Lawyers is one of the best-known law firm brands in Australia and the UK. Currently, the Group consists of the following brands: Slater and Gordon Lawyers (Australia and UK); Nowicki Carbone, part of the Slater and Gordon Group (Victoria); Shultz Toomey O’Brien Lawyers, part of the Slater and Gordon Group (Queensland); Fentons Solicitors, part of the Slater and Gordon Group (UK), Claims Direct (UK); Slater Gordon Solutions (UK); Accident Advice Helpline (UK); Mobile Doctors (UK); and Compass Costs (UK). Our house of brands reduced during FY15, with Trilby Misso Lawyers (Queensland), Conveyancing Works (Queensland), and Pannone (UK) all successfully transitioning to the Slater and Gordon Lawyers brand. During FY16 we will carefully consolidate the Nowicki Carbone, Schultz Toomey O’Brien and Fentons brands into the Slater and Gordon Lawyers brand. In Australia, prompted brand awareness is strong at 72%. Significant increases in brand awareness have been achieved in Queensland and New South Wales, strengthening our position as a national brand. In the UK, Slater and Gordon Lawyers is now the third best-known law firm in the nation, dominating the market across a number of key channels. The Slater and Gordon Lawyers brand has 24% prompted brand awareness nationally in only its second full financial year of operation in the UK. This is a more than doubling of awareness year on year. High visibility media coverage has seen Slater and Gordon become recognised as a leading consumer law commentator with our lawyers making regular speaking appearances across a broad spectrum of media channels regularly. We also opened our first UK retail space in the new Manchester office. This custom-built space is designed to encourage ‘walk-ins’ from clients seeking legal advice. Visitors to the Slater and Gordon retail space can find information on our full range of services. Web access is also provided to visitors, enabling them to go online and learn more about the services we offer. Visitors can also have an initial meeting with one of our legal advisers. People and Culture At Slater and Gordon we believe that our people are the heart of our success as an organisation. During the year we continued to implement initiatives focused on creating an aligned, skilled and engaged labour force. In Australia, we continued to build on ‘Rewarding You Fairly’ – our remuneration framework – to include a mid-year check-in and integration of the firm’s values into development and performance conversations. Our learning programs have been expanded, with additional people leader, technical and coaching programs. This year we introduced ‘Rewarding You Fairly’ to our UK business. It provides a consistent, clear and solid platform for professional growth and development. We have also In the UK, we take part in the BSN Diversity League Tables every year, a survey that provides a benchmark for performance on diversity strands of gender, ethnicity, disability and sexual orientation. In FY15, Slater and Gordon Lawyers UK was in the top 10 of the Diversity League Tables on our overall score, and featured in the top five in two individual tables –our ranking for female partners and female associates. Operations Our highly developed work process design and technology expertise provides us with a unique competitive advantage. Business improvement initiatives are being implemented to make sure we are working effectively across the firm after a period of rapid growth. In FY15 we have been focused on effectively integrating our acquired businesses. In the UK, the Slater and Gordon Lawyers practice management and client management system has been implemented with the final phase due for completion in FY16. We are establishing the standard core platform on which Slater and Gordon Lawyers UK will operate. We continue to invest in project management, change management and digital capabilities to enhance our ability to deliver whole-of-firm improvements in both Australia and the UK. 9 Annual Report 2015Slater and Gordon Limited We’re always on our clients’ side, championing their cause. 10 Annual Report 2015Slater and Gordon Limited Corporate Social Responsibility One of the defining features of Slater and Gordon Group is our relationship with the local people and communities we serve. In addition to our pro bono legal work, we encourage and support community engagement through philanthropic giving, sponsorship activities and staff fundraising and volunteering efforts. We focus our social responsibility efforts into three key areas: 1. Assisting people with disease and disability. 2. Addressing inequality and disadvantage. 3. Encouraging young people to engage in healthy activity and lifestyles. During FY15 we increased our support of community organisations working in these areas and we significantly increased our investment in community partnerships. FY15 Highlights • Our international Health Projects and Research Fund distributed its first round of grants, distributing £103,500 to eight applicants in the UK and A$77,500 to three recipients in Australia; • we increased the membership of our Staff Giving Program in Australia by 11%, contributing to the distribution of almost A$100,000 to community groups; • our UK staff supported numerous charities that aid our injured and bereaved clients through fundraising activities such as sponsored cycle rides, runs, climbs, hikes and events, while also assisting on steering committees and with sponsored events; • we achieved a 10% increase in the number of lawyers performing pro bono work in Australia; • we became the official supplier of legal services to the Australian Olympic Team; • increased our staff participation in the Mother’s Day Classic by 20%, with 520 staff participating and our Melbourne team achieving the largest corporate team in the state; • signed up as a corporate supporter of the Australian Marriage Equality campaign and contributed to other key events and campaigns to address inequality; • partnered with the Newcastle Jets to support their Jet Well community program in local hospitals; and • we were the official AFL match day partner for the Robert Rose Cup, which promotes disability inclusion through sporting and community participation. FY16 Priorities • Continue to build on our commitment to strategic pro bono partnerships that align with clients; • continue to invest in community giving and grants to health and medical research organisations; and • increase our investment in community partnerships and engagement. Environmental Responsibility Slater and Gordon Group recognises that it has an obligation to reduce the Company’s impact on the environment and to imbed sustainable work practices. In line with the legal services industry, Slater and Gordon Group has assessed its major impact areas and areas for reduction as: paper usage, energy usage, waste and travel. Work on reducing our environmental impacts has progressed in Australia in FY15 through the Company’s membership of the Australian Legal Sector Alliance, an industry-led association working to promote sustainable practices across the legal sector. For example, we used the AusLSA’s carbon consumption calculator to measure our annual performance and the progress we are making in reducing our carbon emissions. Further, Australian staff contributed ideas and solutions to reduce environmental impacts through the Company’s Environmental Committee. FY15 Highlights • Despite our continued growth in Australia, we recorded a decrease in our per capita carbon emissions. This achievement is mainly due to a commitment to energy saving initiatives, which has cut our electricity usage; • the completion of an environment management system to inform and drive the process of reducing emissions in Australia; and • the implementation of a consolidated data collection and reporting framework to understand the breadth of environmental impacts in the UK. FY16 Priorities In FY16, our priority is to improve the internal and external reporting on our key impact areas. 11 Annual Report 2015Slater and Gordon Limited Board of Directors and Company Secretary Experience John has been on the Board since 2010 and has been Chair of the Board since 2012. John has over 30 years’ experience as a chartered accountant and was the former Executive Finance Director of Harvey Norman Holdings Ltd. John brings to the Board extensive financial, public company and retail experience and skills in financial management, general management, mergers and acquisitions and strategy. Other Current Directorships Non-Executive Director of Flexigroup Limited (appointed November 2006). Non-Executive Director of Super Retail Group Ltd (appointed September 2008). Former Directorships Previous Non-Executive Director of Emerging Leaders Investment Ltd (2010–2014). Special Responsibilities Chair – Board (current). Member – Audit, Compliance and Risk Management Committee (current). Chair – Nomination Committee (appointed 1 July 2015). Member – Nomination and Remuneration Committee (ceased 30 June 2015). Experience Andrew joined Slater and Gordon in 1994 and was appointed as Managing Director in 2000 and Group Managing Director on 1 July 2014. Before being appointed Managing Director in 2000, Andrew worked in most of Slater and Gordon’s litigation practice areas, working across both high profile class actions and individual compensation claims. Andrew brings to the Board extensive experience as a legal practitioner and law firm manager. Other Current Directorships None. Former Directorships None. Other Positions Previous founding chair of the Youth Junction Incorporated, a not for profit youth charity operating in Sunshine, Victoria (2005–2010). Member of the Board of the Youth Junction Incorporated (appointed 2005 – current). Member of the Advisory Council of the Melbourne Law School (2014 – current). Special Responsibilities Group Managing Director. John Skippen Chair, Non-Executive Director ACA Andrew Grech Group Managing Director LLB MAICD 12 Annual Report 2015Slater and Gordon Limited Experience Ken was appointed a Director of the Company in 2003. Ken has extensive litigation experience particularly in claims for sufferers of asbestos related illness (including acting for the Australian Council of Trade Unions (ACTU) and asbestos support groups in negotiations with James Hardie) and large, multi-party group and representative actions. Ken brings to the Board a unique operational perspective in a number of the Group’s key strategic areas. As an Australian legal practitioner with close to 20 years’ experience and qualifications and a strong interest in economics and business management, Ken contributes skills in legal practice, legal practice management, risk management, financial analysis, financial reporting and mergers and acquisitions. Ken was appointed Head of Australia in July 2013 and until May 2015 was responsible for the overall management of the Slater and Gordon Australian operation. In May 2015 Ken became the Managing Director, UK and Europe for Slater and Gordon incorporating Slater and Gordon Solutions. Other Current Directorships None. Former Directorships None. Special Responsibilities Managing Director – UK and Europe. equity and the property sector. Ian was inaugural president of the Australian Institute of Superannuation Trustees (AIST). Prior executive positions include CEO of Development Australia Funds Management Ltd (1998–2004) and Executive Chair of Cbus (1992–1998). Earlier in his career he was a senior industrial officer with the ACTU (1982– 1992). Ian brings to the Board expertise and skills in finance, financial markets, business strategy, human resources, risk management and corporate governance. Other Current Directorships Non-Executive Director of AssetCo Management Pty Ltd as management company for SSSR Holdings Pty Ltd (Southern Cross Station)(Appointed November 2007), Praeco Pty Ltd (HQ Joint Operations Command)(Appointed November 2009), Western Liberty Group Holdings Pty Ltd (Perth District Court Complex)(Appointed March 2011). He also holds pro-bono positions as: Chair of ACTU Member Connect Pty Ltd (Appointed July 2004) and Chair of Renewable Energy Development Trust (Appointed in 2007). Former Directorships Non-Executive Director of Victorian Funds Management Corporation (2006–2012). Epic Energy Holdings Pty Ltd (2007–2011). Pacific Hydro Ltd (2004–2007). Federal Airports Corporation (1986–1994). Utilities of Australia Pty Ltd (2000–2006). Bennelong Funds Management Pty Ltd (2006–2008). Ecogen Holdings Pty Ltd (2003–2004). Australian Venture Capital Association Ltd (2003–2005) and ISPT Pty Ltd (1994–1998). Other Current Positions Chair of the IFM Investors Investor Advisory Board (appointed May 2004). Special Responsibilities Chair – Audit, Compliance and Risk Management Committee (current). Member – Remuneration Committee (appointed 1 July 2015). Member – Nomination and Remuneration Committee (ceased 30 June 2015). Ken Fowlie Executive Director LLB BCom (NSW) MSc (with distinction) (LBS) MAICD Ian Court Non-Executive Director FAICD Experience Ian was appointed a Director of the Company in 2007. Ian has extensive experience as a senior executive and Non-Executive Director in a diverse range of companies and industry sectors, including financial services, unlisted infrastructure, listed energy, superannuation, private 13 Annual Report 2015Slater and Gordon Limited Board of Directors and Company Secretary (continued) listed and non-listed environments and public and private sectors. She is an experienced member of audit committees and has chaired Nomination and Remuneration and IT Committees. In addition to Board appointments, Erica consults extensively in the public and private sectors at CEO and Board level on a range of business issues. In an executive capacity, Erica held senior positions in finance, funds management and insurance at the ANZ bank and worked with international consultancy firms. Other Current Directorships None. Former Directorships Wilsons Investment Management HTM (ASX: WIG) – Member, Audit/ Risk and Nomination and Remuneration Committees (2013–2014). Victorian Funds Management Corporation (2002–2009) – Chair, Nomination and Remuneration Committee and Member, Audit/Risk and Investment Committees. Eastern Health (2000–2004) – Chair, IT Committee and Member, Audit/Risk Committee. Ilhan Food Allergy Foundation (2007–2010). Other Positions Founder of AnaphylaxiStop, a social enterprise supporting medical research into food allergies (appointed 2006). Director, Erica Lane & Associates Pty Ltd (appointed January 2004). Special Responsibilities Chair – Remuneration Committee (appointed 1 July 2015). Member – Audit, Compliance and Risk Management Committee (current). Chair – Nomination and Remuneration Committee (ceased 30 June 2015). received several industry achievements including the award for the Victorian Telstra Business Woman of the Year in 1999. Other Current Directorships Non-Executive Director, Catapult Group International Ltd (appointed September 2014). Non-Executive Director, MTAA Superannuation Fund Pty Limited (appointed May 2015). Other Current Positions Current Member, RMIT Council (appointed in September 2008). Strategy Consultant – DB Results (current). Other Former Positions Previous Chairman and President, Novell Asia Pacific (2001–2007). Previous Chairman, Victorian Government Purchasing Board (2005–2011). Executive Director, O’Donnell Global Solutions Pty Ltd (appointed August 2009). Previous Chairman, Advisory Board Insync (2011–2015). Former Directorships Non-Executive Director, RMIT Vietnam (2011–2015). Non-Executive Director, RMIT Training (2010–2015). Managing Director, Cambridge Technology Partners (2000–2003). Managing Director, Global Customer Solutions (GCS)(a subsidiary of TXU (now TRU Energy)(1998–2000). Special Responsibilities Member – Audit, Compliance and Risk Management Committee (current). Member – Remuneration Committee (appointed 1 July 2015). Member – Nomination Committee (appointed 1 July 2015). Member – Nomination and Remuneration Committee (ceased 30 June 2015). Erica Lane Non-Executive Director B App Sc, Grad Dip Comp, MBA (Melbourne), MBA (Chicago), MAICD Experience Erica joined the Board of the Company in 2008. Since 2000, she has held various appointments in funds management, investment management, professional services and healthcare spanning both Rhonda O’Donnell Non-Executive Director M App Sc, MBA (Melbourne) Experience Rhonda joined the Board of the Company in 2013. Rhonda has extensive experience in international and local industries including telecommunications, information technology, education, government and utilities. Rhonda has been a successful executive and board member in both the private and public sectors. Rhonda has 14 Annual Report 2015Slater and Gordon Limited Experience Wayne commenced as Chief Financial Officer and Company Secretary of Slater and Gordon in 2004. Prior to joining Slater and Gordon, Wayne was the Financial Controller of Grand Hotel Group (an ASX listed property trust) and prior to that, Wayne worked at Arthur Andersen for 10 years where he specialised in corporate recovery, insolvency and restructuring. Wayne contributes skills in corporate governance, financial management, analysis and reporting. Experience Kirsten commenced as a commercial litigator with Slater and Gordon in 2006 and then as General Counsel and Company Secretary in 2008. In August 2015, Kristen has taken up the role as General Counsel for Slater and Gordon Group UK. Prior to joining Slater and Gordon, Kirsten was a lawyer at Allens Arthur Robinson and completed an Associateship to the Hon. Justice Hargrave in the Victorian Supreme Court. Kirsten contributes skills in commercial law and corporate governance. Wayne Brown Group Chief Financial Officer and Joint Company Secretary BCom (Hons), M Int Bus (Melbourne), CA MAICD Kirsten Morrison General Counsel and Joint Company Secretary BA/LLB (Hons) Grad. Dip. Applied Corporate Governance Corporate Governance The Board of the Company recognises that a genuine commitment to sound principles of corporate governance is fundamental to the sustainability of the Company and its performance. The Corporate Governance Statement for the reporting period ending 30 June 2015 can be found on the Company’s website at www.slatergordon.com.au/the-firm/ governance, together with the Company’s Corporate Governance Policies. The Company complies with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd Edition), which is reflected in its Corporate Governance Statement. 15 Annual Report 2015Slater and Gordon Limited Operating and Financial Review 1. Operations Overview The Slater and Gordon Group is a leading provider of consumer legal services in Australia and the United Kingdom (UK). The firm provides specialist legal services in two main segments of consumer law – Personal Injury Law (motor vehicle accidents, workers compensation and civil liability) and General Law (family law, conveyancing, wills, estate planning, business and specialised litigation, class actions). Slater and Gordon Group became the world’s first listed law firm in 2007 and after successfully pursuing a strategy of geographic and practice area diversification in Australia expanded into the UK in 2012. In FY15 the firm completed the A$1.3 billion acquisition of Quindell’s Professional Service Division, a leading PIL service provider in the UK, which it has rebranded as Slater Gordon Solutions. Business Model Our mission is to give people easier access to world class legal services. We do this by using our competence in brand building and process engineering to build operations of scale and capability that provide highly specialised services with a great deal of price certainty for clients. Revenue Revenue is generated from providing legal services to tens of thousands of clients across Australia and the UK and is not reliant on any one key customer or case outcome. On the contrary, as at 30 June 2015, the Group was acting on behalf of approximately 200,000 individual clients. In FY15 approximately 80% of revenue was derived from Personal Injury Law. Most of this work is performed on a conditional fee basis (No Win – No Fee™) where legal fees are paid on the successful conclusion of a client’s matter. In line with Australian accounting standards (AASB 118), PIL revenue is recognised using the stage of completion method. Recognising revenue on this basis gives rise to a corresponding asset in the balance sheet – work in progress (WIP) that represents the value of work completed but unbilled at the end of the period or deferred income. The majority of General Law work is conducted on a fee for service basis. Costs The largest component of operating costs are salaries and employee benefits. There are also material marketing and advertising expenses to support the Slater and Gordon Group suite of brands, with brand awareness being the key driver of client enquiries. Assets and Liabilities The significant items in our balance sheet are: WIP – representing the value of work completed but unbilled, Receivables – including trade receivables and disbursements to support a client matter that are reimbursed at settlement, Intangible assets – generated by acquisitions, Payables – including trade payables and legal creditors where Slater and Gordon has arranged deferred conditional payment terms on behalf of the client in relation to the disbursements incurred on a client matter. Financial Performance Slater and Gordon Group delivered a strong financial performance in the twelve months ending June 2015 with our core practice areas performing well and delivering revenue, EBITDA and cash flow in line with previous management guidance. Net Profit after income tax increased 22.8% to A$83.8 million. There are three metrics that are key to understanding the Group’s results. These are provided in the table below. The consolidated statement of comprehensive income contains a number of transactions which we have normalised to provide greater clarity to the underlying operational results. The normalisation items for FY15 and the FY14 comparative period are: i. Gain from bargain purchase of $58.9 million (2014 restated: $19.8 million) resulting from the change in accounting policy in relation to the treatment of deferred consideration under AASB 3 Business Combinations and the re-classification of the Leo Abse and Cohen discount on acquisition; ii. Discount on acquisition relating to Nowicki Carbone, Bannister Law and Walker Smith Way and recognised as WIP movement of $9.3 million; iii. The corresponding payments to former owners $25.4 million reclassified as remuneration under the new accounting treatment for deferred consideration under AASB3 Business Combinations; iv. Costs relating to acquisitions of $25.0 million, including an amount recognised in Salaries and Employee Expense of $1.3 million for internal due diligence work performed on the acquisition of SGS; and v. The early termination of a lease of $1.6 million. Total Revenue EBITDA Net Profit After Tax (NPAT) FY15 $m 627.3 132.4 83.8 FY14 Restated $m 438.2 108.7 68.2 Movements $m 189.1 23.7 15.6 16 Annual Report 2015Slater and Gordon Limited This results in normalised revenue and normalised EBITDA of: Total revenue per financial statements Normalisation adjustments: – Discount on acquisition – Gain from bargain purchase Total revenue – normalised Less interest income (for EBITDA calculation) Total revenue-normalised less interest income Total expenses per financial statements, excluding finance costs and depreciation and amortisation expense Normalisation adjustments – Payments to former owners – Acquisition costs – Onerous lease provision Normalised expenses Normalised EBITDA Normalised EBITDA margin Note: Data includes one month of SGS. FY15 $m 627.3 (9.3) (58.9) 559.1 (3.3) 555.8 FY14 Restated $m 438.2 (7.4) (19.8) 411.0 (1.8) 409.2 (491.6) (327.7) 25.4 25.0 1.6 (439.6) 116.2 20.9% 9.0 4.1 6.1 (308.5) 100.7 24.6% Movement % 43.2 36.0 15.4 Total Normalised Revenue increased by 36.0% in FY15 due to strong growth in fee revenue across the Group with particularly strong results in the UK PIL practice driven by the acquisitions of Fentons and Pannone in FY14, and Flint Bishop, Leo Abse and Cohen and Walker Smith Way in FY15. The Australian PIL and GL practice groups also benefited from the acquisitions of Nowicki Carbone and Shultz Toomey O’Brien in the first half of FY15. Normalised EBITDA growth of 15.4% is driven by improved contribution from PIL in Australia and the UK and GL in Australia. EBITDA growth is below revenue growth due to the expansion into the UK which has lower margins than the Australian business partly due to case mix and partly due to an increased level of marketing and business development expenditure building the Slater and Gordan UK brand. Segment Performance Personal Injury Law – Australia Overview The Australian Personal Injury Law (PIL) practice provides expert legal services to people in a range of areas including motor vehicle accidents, workers compensation and civil liability law. Most of this work is performed on a No Win – No Fee™ basis where legal fees are paid on the successful conclusion of a client’s matter. Slater and Gordon Lawyers is the market leader in personal injury litigation in Australia with 25% market share. FY15 Highlights • The PIL practice performed well, demonstrating its resilience with strong underlying growth in fee revenue (excluding the impact of the Queensland practice); • the acquisition of Nowicki Carbone (Victoria) and Schultz Toomey O’Brien (Queensland) in November 2014 added strength to the Australian PIL practice; • continued improvement in the client intake process and client satisfaction scores; and • move to a single business in Queensland with the migration of the Trilby Misso brand across to Slater and Gordon Lawyers and the co-location of staff. FY16 Priorities • Business improvement initiatives; and • integration of FY15 acquisitions. Personal Injury Law – UK Overview The UK Personal Injury Law (PIL) practice provides expert legal services to claimants in a range of areas including motor vehicle accidents, employers liability, industrial disease, clinical negligence and serious injury claims. Most of this work is performed on a No Win – No Fee™ basis where legal fees are paid on the successful conclusion of a client’s matter. We also conduct a substantial Court of Protection practice which ensures that people without the personal capacity to make decisions for themselves are protected. This trustee service is an important adjunct to our PIL practice and is complemented by a small Financial Planning service known as Adroit Financial Services. Slater and Gordon Lawyers (UK) is now a leading personal injury litigation firm with work sourced primarily from the Slater and Gordon Lawyers brand. 17 Annual Report 2015Slater and Gordon Limited Operating and Financial Review continued 1. Operations continued FY15 Highlights • The UK PIL practice performed very well with emerging brand awareness driving strong increases in enquiries, file openings and fee income nationally; • 85% of staff now working on a common practice and case management system with the final roll out scheduled for H2 FY16; • a sophisticated PIL workflow was developed and delivered to fee earners; • transition of Manchester based staff into a single location; and • the acquisition of Walker Smith Way and Leo Abse Cohen added strength to the UK operations and helped build upon our service provision to membership organisations. FY16 Priorities • Continue to build awareness of the Slater and Gordon Lawyers brand; • further business improvement initiatives to deliver operational efficiencies; and • completion of the IT systems roll out. General Law – Australia Overview The General Law (GL) practice is made up of Personal Legal Services (PLS) and Business and Specialised Litigation Services (B&SLS). PLS comprises Family and Relationship Law, Conveyancing, Wills, Estate Planning and Probate practices. Work is predominantly performed on a fixed fee basis. B&SLS comprises Commercial, Estate, Employment and Professional Negligence Litigation, Class or Group Actions and Criminal Defence work. Class actions are largely funded by third parties. 18 FY15 Highlights • The Australian GL practice continued to make good progress with strong revenue growth across the practice groups and improved contribution to earnings; • B&SLS revenues increased by over 20% with strong growth in litigation work across the practice and the re- establishment of a pipeline of third party funded class action work; • successful resolution of the Fairbridge Farm class action with A$24 million settlement scheme for the former residents approved by the Supreme Court of NSW; • emerging practices (estate, professional negligence and criminal law) accelerating their growth, albeit from a small base; and • conveyancing performance stable with strong growth outside of Queensland. FY16 Priorities • Broadening the brand to attract new clients; • continuing to build the third party funded class action project pipeline; and • further investment into the growth of the Family Law and emerging practice areas. General Law – UK Overview The UK General Law (GL) practice comprises Business and Specialised Litigation Services, Real Estate, Crime and Regulation, Personal Legal Services, Employment, Reputation and Professional Discipline. Slater and Gordon Lawyers has the largest Family and claimant Employment Law practices in the UK. FY15 Highlights • Continuing to invest and build scale in key areas such as Criminal, Employment, Estate Planning, Family and Property Law; • increased GL presence with FY15 acquisitions of Walker Smith Way and Leo Abse & Cohen; and • marketing campaigns in Employment and Family Law were well received. FY16 Priorities • Build on depth of expertise in key practice areas to strengthen our client offering; • expand geographic footprint of practice groups; and • continue to scale up smaller practice groups and optimise profitability levels. Slater Gordon Solutions Overview Slater and Gordon Group acquired a number of business assets from Quindell plc in May 2015 which were described at the time as the Professional Services Division (PSD) and have now been rebranded as Slater Gordon Solutions (SGS). SGS is the leading fast track personal injury law service provider in the UK, uniquely operating across the personal injury claims management value chain to provide legal, motor and health services. It is a client focused business with systems and processes that have been designed to fully service the needs of the not at fault party who suffers loss or damage from an accident from one initial phone call. The operations can be broken into two segments – Claims and Motor and Health Services. The Claims business operates across 12 locations employing approximately 1,600 staff. It deals with the origination, assessment and resolution of claims with a focus on road traffic accidents. The Motor Services business provides accident management services to affinity groups for the benefit of road users. The services include co-ordination of the provision of temporary replacement vehicles and automotive repairs. The Health Services business provides rehabilitation and medical reporting solutions that may be required as part of a personal injury claim. SGS is also currently progressing a portfolio of Noise Induced Hearing Loss (NIHL) claims acquired as part of the transaction in May. Annual Report 2015Slater and Gordon Limited FY16 Priorities • Accelerating and optimising mix of RTA resolutions; • resolution of hearing loss claims; and • engaging with key partners. 2. Financial Position and Cash Flow Cash Flow Operating Cash Flow of A$40.8 million for FY15 was below FY14 due mainly to the implementation of a new Practice Management System in the UK causing a delay in billings and the inclusion of a component of the SGS acquisition relating to WIP in operating cash flows ($7.7 million). When growing a PIL practice cash will trail profit due to the investment in WIP that does not convert to cash until future periods. As we move forward we will be focusing on EBITDAW (EBITDA less the movement in WIP) as a proxy for cash and target Gross Operating cash flow to be 100% of EBITDAW. Net Assets The Group’s net assets increased significantly in FY15 due to the acquisition of SGS in May 2015. The acquisition was funded through a mix of equity and debt. The Group raised A$890.9 million through a two for three pro rata accelerated entitlement offer (‘Entitlement Offer’) in April 2015. Approximately 94.3 million new shares were issued under the Institutional Offer, 18.8 million shares under the Retail Entitlement Offer, and 26.7 million shares under the Retail Shortfall Bookbuild. Debt was drawn down from a new Syndicated Debt Facility with the Group’s financiers which replaced previous funding agreements and a new GBP denominated debt facility with the Group’s financiers which replaced previous funding agreements (see further details below). Debt At 30 June 2015 gross debt was A$720.4 million, net debt $623.4 million and gearing (net bank debt/equity) 43.4%, slightly above our preferred 30–40% band due to the SGS transaction. Gearing is forecast to be 34% by 30 June 2016. During the year the Group entered into a new multicurrency (AUD/GBP) syndicated bank facility with NAB and Westpac. The facility included loan facility, bank guarantees and/or letter of credit with an overall limit of GBP £375 million and AUD $90 million with expiry dates between June 2018 to June 2020. The facility is used to settle the previous facility and funding the new acquisitions. In the balance sheet, foreign currency balances are translated at the spot rate at the 2014 and 2015 reporting dates. This subsequently has a foreign exchange translation impact upon the reported debt balances in a number of ways; i. Movement in the foreign exchange rate from one period to another where the exchange rate (or spot rate) has changed (i.e. the impact the foreign exchange movement has on the opening balance); ii. A differential in the exchange rate from the cash flow from operations for proceeds or repayment of borrowings as a result of using an average exchange rate. Where the proceeds or repayments of borrowings is individually immaterial, an average foreign exchange rate is used, and as such there is a translation difference between the average rate and the year-end exchange rate; and iii. Where a significant transaction has occurred, such as the drawdown of borrowings for the Slater Gordon Solutions transaction, the cash flow translates at the exchange rate at the transaction date. As such, there is a translation difference for the impact of the foreign exchange movement between the transaction date and the year end exchange rate. Net operating cash flow Net assets Net debt Gearing % Loan and overdraft facilities – £ denominated facility Loan and overdraft facilities – A$ denominated facility FY15 $m 40.8 1435.0 623.4 43.4 £376 A$95 FY14 $m Restated 54.4 418.8 101.1 24.1 - $A246 Movements $m (13.6) 1016.2 522.3 - - - 19 Annual Report 2015Slater and Gordon Limited Operating and Financial Review continued 2. Financial Position and Cash Flow continued To highlight these movements, based upon the 2015 financial accounts, the reconciliation of the opening debt to closing debt is as follows: Gross debt at 30 June 2014 Proceeds from borrowings Repayment of borrowings Implied gross debt at 30 June 2015 Reported gross debt at 30 June 2015 Difference due to foreign exchange difference The difference due to foreign exchange made up from the following: Movement in the foreign exchange rate from period Differential in exchange rate from using an average foreign exchange rate for the year compared to the rate at 30 June 2015 Movement in exchange rate from 29 May 2015 to 30 June 2015 on proceeds of borrowings for Slater Gordon Solutions acquisition $AUD M $126.3 $594.1 ($44.0) $676.4 (720.4) ($44.0) $AUD M $11.0 $21.0 $12.0 Dividends Directors declared a final dividend of 5.5 cents per share, franked to 40% and a 10% increase on FY14 in line with our stated policy of increasing dividends 10% annually. As a result, 31.8% of FY15 NPAT will be distributed to shareholders as an interim and final dividend. Off Balance Sheet Items The opening FY16 balance sheet for SGS does not include a value for WIP associated with the portfolio of NIHL cases acquired as part of the SGS acquisition. Once we have stronger evidence in relation to the trajectory of the NIHL cases we expect to revisit the balance sheet and book an appropriate value for the WIP. 3. Business Strategy, Outlook and Risks Business Strategy The Group’s core strategy is to lead the consolidation of the consumer legal services market in Australia and the United Kingdom and to participate in adjacent markets where to do so complements its core legal services offering. Having acquired significant business assets in both Australia and the UK, the Group seeks to enable its strategy through a focus on client satisfaction, staff engagement and operational effectiveness. Having established critical mass in both markets in which it operates, the Group is levering its available assets and delivering sustainable shareholder returns through a business strategy built on organic growth and operational improvement. From an operational perspective, this involves the continued strengthening of the Group’s current market leading position in the consumer law market as well as optimising the business performance of its assets including the recently acquired businesses operating under the Slater Gordon Solutions brand. Outlook We have confidence in the future of both Slater and Gordon Lawyers and Slater Gordon Solutions. With a commanding market share lead in both Australia and the UK and free from the demands of near term acquisition activity, we will be able to focus our efforts on continuing to improve operating effectiveness. The Directors remain convinced of the strategic merit of taking a leading position in both the Australian and UK consumer legal services markets. The momentum for further consolidation in both markets remains strong and the Group is well placed to take advantage of that trajectory given its position, brand strength and the breadth of offering. Undoubtedly, the Group will face headwinds at various times connected with the ongoing integration activities that it will undertake to fully leverage the assets available to it and associated with the inevitable maturing of the Group, but the Group is actively taking steps to mitigate these risks. 20 Annual Report 2015Slater and Gordon Limited • Client service and professional standards compliance: Delivery of consistent and quality legal services is the cornerstone of our business and our reputation is based upon this. High professional standards and compliance with legal services regulatory regimes is central to our risk management strategy. The Company establishes its professional standards in its Values and National Practice Standards in Australia and the United Kingdom(NPS), which are implemented through training and workflow management. NPS tracking and audits, centralised claims and complaints handling and practice improvement plans ensure professional standards are monitored and maintained. • People and Culture: People are the most critical asset of any professional services business. Initiatives to ensure employees are engaged and productive include Values, policies, diversity and flexibility, learning and development, the Group’s remuneration strategy (Rewarding You Fairly) effective work, health and safety policies, M&A integration strategy, and regular engagement monitoring. Risks During FY16, the Group will undertake a materiality assessment process which specifically understands and assesses material sustainability risks. With the above context, we make the following disclosure of material economic, social and environmental sustainability risks which the Company has under active management: • Competition and market share: The Company operates in a competitive and innovative environment. Changes in the competitor landscape, including disruptive innovation could drive changes to market share. Strategic planning, investment in R&D, KPIs to promote leadership of innovation, M&A strategy and acquisition integration planning are activities we undertake to protect and grow our market share. • Regulatory change: Legislative reform could have an adverse material impact on the Group, particularly in relation to personal injury litigation services. Effective government relations, management KPIs, modelling the potential impact and diversification into new services and markets are initiatives we use to monitor, manage and protect against potential regulatory changes. • Financial Management: Financial and cost management, particularly labour costs, is critical to managing and improving gross margin in a legal business. The Company has established a mature remuneration and reward strategy, manages its labour mix and incorporates labour budgeting in the strategic planning process. The Company also has budgeting and forecasting systems in place to ensure sound financial management and regularly reviews overhead expenditure. 21 Annual Report 2015Slater and Gordon Limited Financial Statements Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Slater and Gordon Limited Directors’ Declaration Independent Auditor’s Report Additional ASX Information Corporate Directory 23 65 66 67 68 69 70 136 137 139 140 22 Slater and Gordon Limited Annual Report 2015 Directors’ Report The directors present their report, together with the financial report of the consolidated entity consisting of Slater and Gordon Limited (“the Company”) and its controlled entities (jointly referred to as “the Group”), for the financial year ended 30 June 2015 and the auditor’s report thereon. This financial report has been prepared in accordance with Australian Accounting Standards. Compliance with Australian Accounting Standards ensures compliance with International Financial Reporting Standards (“IFRS”). Directors The directors in office at any time during the financial year and up to the date of this report are: Ian Court • John Skippen – Chair • Andrew Grech – Group Managing Director • • Ken Fowlie – Managing Director (UK & Europe) • Erica Lane • Rhonda O’Donnell Details of the skills, experience, expertise and special responsibilities of each director are set out in a subsequent section of this report. Principal Activities The principal activity of the Group during the financial year was the operation of legal practices in Australia and the United Kingdom (“UK”). Following the acquisition of various business assets from Quindell Plc on 29 May 2015 which have now been rebranded as Slater Gordon Solutions (“SGS”), activities have expanded to include other services complementary to the processing and resolution of personal injury claims in the UK. Full details of the activities of SGS are separately disclosed in the Directors’ Report. Results The profit after income tax of the Group was $83.8 million (2014 restated: $68.2 million). Review of Operations The Group continued to deliver strong financial results during the year ended 30 June 2015, at the same time making solid progress against key strategic priorities, in particular the expansion of its UK operations. The Group ended the year with total revenue of $627.3 million (2014 restated: $438.2 million) and net profit after tax of $83.8 million (2014 restated: $68.2 million). The full year dividend was up 12.5% over the prior year to 9.0 cents per share partially franked at 40% (2014: 8.0 cents per share fully franked). The Australian business completed the acquisitions of Nowicki Carbone, a personal injury law practice based in Victoria, and Schultz Toomey O’Brien, a consumer law practice in Queensland, on 31 October 2014, which continue to reinforce the growth of the Group as the leader in consumer law in Australia. Legislation in South Australia changed with effect from 1 July 2014 to allow for incorporated legal practices to operate in South Australia. As a consequence, the Adelaide practice was transferred from Andrew Grech trading as Slater and Gordon Lawyers to the Company for the value of the practice’s net assets on 30 September 2014. The net asset value was fully offset by amounts owed to the Company pursuant to the service and license agreement between the Company and Andrew Grech. During the financial year, the UK business devoted significant focus to consolidate the acquisitions completed during the course of FY14 into the existing operations, an exercise that involved both a relocation of the practices formerly known as Russell Jones and Walker and Pannone to one office in Manchester with the staff from the firm, formerly known as Fentons, to relocate shortly. The transition of the entities acquired prior to FY15 onto one Practice Management System and Case Management System, was substantially completed during the year. In addition to the acquisition of Walker Smith Way and Leo Abse Cohen in April and May 2015 respectively, the Group also completed the acquisition of SGS. The principal activities of SGS are: I. II. First notification of loss (“FNOL”) services for various partner organisations, including insurance brokers, insurers, motoring organisations and vehicle manufacturers. These services include the facilitation of vehicle retrieval, repair and replacement vehicle hire for not at fault drivers; Conducting claims on behalf of not at fault parties to road traffic accidents (“RTA”), including credit hire, repair and personal injury claims. Slater and Gordon Limited Page 2 23 Annual Report 2015Slater and Gordon Limited Directors’ Report Review of Operations (continued) III. Conducting claims on behalf of individuals injured in the course of employment or in a public place (“EL/PL”). One species of employers’ liability claim that SGS is currently conducting are personal injury claims for a large group of people who allege noise induced hearing loss (“NIHL”) as a consequence of employment and who may be entitled to compensation as a result. It is expected that these NIHL claims will be concluded in the next 1 to 3 years; and Services complementary to these claims processes, including: A medical reporting service for claimant lawyers; a. The assessment, triage and facilitation of rehabilitation services for not at fault parties injured in accidents; b. and A costing service for lawyers and law firms. c. IV. On 5 August 2015, Quindell Plc, the vendor of SGS, published qualified financial statements in which the current directors and auditors of Quindell Plc explained, inter alia, that relevant information relating to transactions entered into by the former directors that could impact on the accounting, intention, commercial purpose or value of certain transactions was not available to them. On 5 August 2015 the Serious Fraud Office in the United Kingdom advised that it has opened a criminal investigation into the business and accounting practices of Quindell Plc. The acquisition of SGS was structured as an acquisition of the various entities rather than an acquisition of the common stock of Quindell Plc. Moreover, Quindell Plc provided detailed warranties to the Company in relation to the operations of the assets comprising SGS. Those warranties are secured by a Warranty Escrow account holding £50m. The Directors are confident that the Company has no liability as a result of the matters described above. In the course of preparing these financial statements, the Directors have sought to identify, understand and properly account for all relevant prior transactions undertaken by entities within SGS. Despite reasonable inquiries, including of current directors of Quindell Plc, the Directors are unable to identify or rationalise every historic transaction undertaken by the former directors of the various entities and have made fair value adjustments as appropriate. The Directors believe that none of the known transactions relate to the fundamental business activities or economics of SGS and none of the known transactions are material in value or effect. Significant Changes in the State of Affairs In April 2015 the Group raised additional funds through a 2 for 3 pro rata accelerated entitlement offer (“Entitlement Offer”). Approximately 94.3 million new shares were issued under the Institutional Offer, 18.8 million shares under the Retail Entitlement Offer, and 26.7 million shares under the Retail Shortfall Bookbuild. The total sum raised of $890.9 million funded the acquisition of SGS, along with drawdowns from a new Syndicated Debt Facility with the Group’s financiers which replaced previous funding agreements and a new GBP denominated debt facility with the Group’s financiers which replaced previous funding agreements. The new Syndicated Debt Facility included loan facilities with three and five year terms with overall limits of £375.0 million and $90.0 million. At 30 June 2015 the net bank debt was $623.4 million with a gearing ratio (net bank debt to /equity) of 43.0%. The Group introduced in the financial period a broad-based ‘share saver’ offer to all employees and a new Employee Equity Incentive Plan (“EIP”) which was approved by shareholders at the 2014 Annual General Meeting (“AGM”). Subsequent to the AGM, offers were made to all employees in Australia and the United Kingdom to take up $500 or £375 of equity respectively, with the Company matching the allocation on a 1 for 1 basis. Offers were taken up by around 800 employees across the organisation, representing approximately 40% of eligible employees. Under the terms of the EIP, performance rights offers were extended to executives in October 2014 and December 2014. All executives across the Group have accepted the offers. Overall, 496,000 performance rights have been issued to executives throughout the Group, including a shareholder approved allocation of 56,000 performance rights (combined) to executive directors. Performance rights vest based on a three year service condition and the financial performance of the Australian PIL, Australian GL, UK PIL, UK GL or Group operations (depending on the executive role) over the three financial years FY15 to FY17. Performance measures include total shareholder return and earnings measures. The EIP replaces the existing Employee Ownership Plan (“EOP”), without prejudice to the rights of current participants in the EOP. Vesting of equity interests under the EOP continues based on performance in FY15 and the repayment of loans associated with the EOP will continue throughout FY16 to FY18. 24 Slater and Gordon Limited Page 3 Annual Report 2015Slater and Gordon Limited Directors’ Report Significant Changes in the State of Affairs (continued) Other than the acquisitions during FY15 otherwise referred to in this report, and the above mentioned changes in capital structure and the introduction of the EIP, there have been no significant changes in the affairs of the Group that require disclosure in this report. Events Subsequent to Reporting Date Subsequent to the end of the financial year, all unvested Vesting Convertible Redeemable (“VCR”) ordinary shares at 30 June 2015 have either vested and converted into ordinary shares (subject to disposal restrictions) or have been approved for redemption. Other than the aforementioned, there have not been any matters or circumstances that have significantly affected, or may significantly affect, the results reported in the financial statements. Likely Developments With a commanding market share lead in both Australia and the UK, the group is free from the demands of near term future acquisition activity and will focus its efforts on improvement of operating effectiveness. Having acquired significant businesses in both Australia and the UK, and established critical mass in the personal injury law market, the Group will focus its resources to deliver sustainable shareholder returns through a business strategy built on organic growth. From an operational perspective, this involves the continued strengthening of the Group’s current market leading position in the consumer law market. This will include further investment in its finance and IT infrastructure and the progressive integration of the newly acquired operations of Slater Gordon Solutions. The Directors remain convinced of the strategic merit of taking a leading position in both the Australian and UK consumer legal services markets. The momentum for further consolidation in both markets remains strong and the Group is extremely well placed to take advantage of that trajectory given its position, brand strength and the breadth of its offering. Environmental Regulation The Group’s operations are not subject to any significant environmental regulations or laws in Australia and the UK. Dividend Paid, Recommended and Declared The dividends paid and declared since the start of the financial year are as follows: 2015 $’000 2014 $’000 Dividends on ordinary shares Interim dividend partially franked (40%) at the tax rate of 30% for 2015: 3.50 cents per share (2014: 3.00 cents per share, fully franked) 7,341 6,115 Final fully franked dividend at the tax rate of 30% for 2014: 5.00 cents per share (2013: 3.85 cents per share, fully franked) 10,279 17,620 7,655 13,770 In addition to the above dividends, since the end of the financial year the directors have recommended the payment of a final ordinary dividend of $19,289,594 franked to 40% (5.50 cents per share) to be paid on 29 October 2015 out of retained profits at 30 June 2015. Dividend Reinvestment Plan Since 27 February 2013, the Company has had in place a Dividend Reinvestment Plan (“DRP”) to allow eligible shareholders to reinvest their dividends in further Company shares. The DRP was active for the final dividend declared for the financial year ended 30 June 2014 and the interim and final dividends declared for the financial year ended 30 June 2015. Under the DRP, 160,676 shares were issued for the 2014 final dividend at $6.01 per share and 97,043 shares were issued for the 2015 interim dividend at $7.50 per share. Share Options No options over unissued shares or interests in the Company were granted during or since the end of the financial year and there were no options outstanding at the end of the financial year. Slater and Gordon Limited Page 4 25 Annual Report 2015Slater and Gordon Limited Directors’ Report An equity incentive plan (“EIP”) was established in November 2014 to provide annual equity incentives to selected senior executives. Pursuant to the EIP 496,000 performance rights were granted which are subject to vesting performance hurdles and continuing service (refer to page 57 for further discussion) Indemnification and Insurance of Directors and Officers and Auditors During the financial year, the Group has given indemnity or entered an agreement to indemnify, and paid insurance premiums as follows: A premium of $64,500 (2014: $55,000) for a twelve month period was incurred in respect of directors, officers and the company secretary of the Company against a liability brought upon such an officer. Further disclosure required under section 300(9) of the Corporations Act 2001 is prohibited under the terms of the contract. Slater and Gordon has not, during or since the financial year, indemnified or agreed to indemnify the auditor of Slater and Gordon against a liability incurred as auditor. 26 Slater and Gordon Limited Page 5 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries The skills, experience, expertise and special responsibilities of each person who has been a director of the Company at any time during or since the end of the financial year is provided below, together with details of the company secretaries as at the year end. John Skippen ACA Chair Non-Executive Director Experience John has been on the Board since 2010 and has been Chair of the Board since 2012. John has over 30 years’ experience as a chartered accountant and was the former Executive Finance Director of Harvey Norman Holdings Ltd. John brings to the Board extensive financial, public company and retail experience and skills in financial management, general management, mergers and acquisitions and strategy. Other current directorships Non-Executive Director of Flexigroup Limited (appointed November 2006) Non-Executive Director of Super Retail Group Ltd (appointed September 2008) Former directorships Previous Non-Executive Director of Emerging Leaders Investment Ltd (2010-2014) Special responsibilities Chair – Board (current) Member – Audit, Compliance and Risk Management Committee (current) Chair – Nomination Committee (appointed 1 July 2015) Member – Nomination and Remuneration Committee (ceased 30 June 2015) Slater and Gordon Limited Page 6 27 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries (continued) Andrew Grech LLB MAICD Group Managing Director Experience Andrew joined Slater and Gordon in 1994 and was appointed as Managing Director in 2000 and Group Managing Director on 1 July 2014. Before being appointed Managing Director in 2000, Andrew worked in most of Slater and Gordon’s litigation practice areas, working across both high profile class actions and individual compensation claims. Andrew brings to the Board extensive experience as a legal practitioner and law firm manager. Other current directorships None Former directorships None Other positions Previous founding chair of the Youth Junction Incorporated, a not for profit youth charity operating in Sunshine, Victoria (2005-2010) Member of the Board of the Youth Junction Incorporated (appointed 2005 – current) Member of the Advisory Council of the Melbourne Law School (2014 – current) Special responsibilities Group Managing Director 28 Slater and Gordon Limited Page 7 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries (continued) Ken Fowlie LLB BCom (NSW) MSc (with distinction) (LBS) MAICD Executive Director Experience Ken was appointed a Director of the Company in 2003. Ken has extensive litigation experience particularly in claims for sufferers of asbestos related illness (including acting for the Australian Council of Trade Unions (“ACTU”) and asbestos support groups in negotiations with James Hardie) and large, multi-party group and representative actions. Ken brings to the Board a unique operational perspective in a number of the Group’s key strategic areas. As an Australian legal practitioner with close to 20 years’ experience and qualifications and a strong interest in economics and business management, Ken contributes skills in legal practice, legal practice management, risk management, financial analysis, financial reporting and mergers and acquisitions. Ken was appointed Head of Australia in July 2013 and until May 2015 was responsible for the overall management of the Slater and Gordon Australian operation. In May 2015 Ken became the Managing Director, UK and Europe for Slater and Gordon incorporating Slater and Gordon Solutions. Other current directorships None Former directorships None Special responsibilities Managing Director – UK and Europe Slater and Gordon Limited Page 8 29 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries (continued) Ian Court FAICD Non-Executive Director Experience Ian was appointed a Director of the Company in 2007. Ian has extensive experience as a senior executive and non-executive director in a diverse range of companies and industry sectors, including financial services, unlisted infrastructure, listed energy, superannuation, private equity and the property sector. Ian was inaugural president of the Australian Institute of Superannuation Trustees (“AIST”). Prior executive positions include CEO of Development Australia Funds Management Ltd (1998-2004) and Executive Chair of Cbus (1992-1998). Earlier in his career he was a senior industrial officer with the ACTU (1982-1992). Ian brings to the Board expertise and skills in finance, financial markets, business strategy, human resources, risk management and corporate governance. Other current directorships Non-Executive Director of AssetCo Management Pty Ltd as management company for SSSR Holdings Pty Ltd (Southern Cross Station) (Appointed November 2007), Praeco Pty Ltd (HQ Joint Operations Command) (Appointed November 2009), Western Liberty Group Holdings Pty Ltd (Perth District Court Complex) (Appointed March 2011). He also holds pro-bono positions as: Chair of ACTU Member Connect Pty Ltd (Appointed July 2004) and Chair of Renewable Energy Development Trust (Appointed in 2007). Former directorships Non-Executive Director of Victorian Funds Management Corporation (2006-2012) Epic Energy Holdings Pty Ltd (2007-2011) Pacific Hydro Ltd (2004-2007) Federal Airports Corporation (1986-1994) Utilities of Australia Pty Ltd (2000-2006) Bennelong Funds Management Pty Ltd (2006-2008) Ecogen Holdings Pty Ltd (2003-2004) Australian Venture Capital Association Ltd (2003-2005) and ISPT Pty Ltd (1994-1998) Other current positions Chair of the IFM Investors Investor Advisory Board (appointed May 2004) Special responsibilities Chair – Audit, Compliance and Risk Management Committee (current) Member – Remuneration Committee (appointed 1 July 2015) Member – Nomination and Remuneration Committee (ceased 30 June 2015) 30 Slater and Gordon Limited Page 9 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries (continued) Erica Lane B App Sc, Grad Dip Comp, MBA (Melbourne), MBA (Chicago), MAICD Non-Executive Director Experience Erica joined the Board of the Company in 2008. Since 2000, she has held various appointments in funds management, investment management, professional services and healthcare spanning both listed and non-listed environments and public and private sectors. She is an experienced member of audit committees and has chaired Nomination and Remuneration and IT Committees. In addition to Board appointments, Erica consults extensively in the public and private sectors at CEO and Board level on a range of business issues. In an executive capacity, Erica held senior positions in finance, funds management and insurance at the ANZ bank and worked with international consultancy firms. Other current directorships Nil Former directorships Wilsons Investment Management HTM (ASX: WIG) – Member, Audit/Risk and Nomination and Remuneration Committees (2013-2014) Victorian Funds Management Corporation (2002-2009) – Chair, Nomination and Remuneration Committee and Member, Audit/Risk and Investment Committees Eastern Health (2000-2004) – Chair, IT Committee and Member, Audit/Risk Committee Ilhan Food Allergy Foundation (2007-2010) Other positions Founder of AnaphylaxiStop, a social enterprise supporting medical research into food allergies (appointed 2006) Director, Erica Lane & Associates Pty Ltd (appointed January 2004) Special responsibilities Chair – Remuneration Committee (appointed 1 July 2015) Member – Audit, Compliance and Risk Management Committee (current) Chair – Nomination and Remuneration Committee (ceased 30 June 2015) Slater and Gordon Limited Page 10 31 Annual Report 2015Slater and Gordon Limited Directors’ Report Information on Directors and Company Secretaries (continued) Rhonda O’Donnell M App Sc, MBA (Melbourne) Non-Executive Director Experience Rhonda joined the Board of the Company in 2013. including Rhonda has extensive experience telecommunications, information technology, education, government and utilities. Rhonda has been a successful executive and board member in both the private and public sectors. Rhonda has received several industry achievements including the award for the Victorian Telstra Business Woman of the Year in 1999. international and industries local in Other current directorships Non-executive director, Catapult Group International Ltd (appointed September 2014) Non-executive director, MTAA Superannuation Fund Pty Limited (appointed May 2015) Executive director, O’Donnell Global Solutions Pty Ltd (appointed August 2009) Former directorships Non-executive director, RMIT Vietnam (2011-2015) Non-executive director, RMIT Training (2010-2015) Managing Director, Cambridge Technology Partners (2000-2003) Managing Director, Global Customer Solutions (GCS) (a subsidiary of TXU (now TRU Energy) (1998-2000) Other current positions Current Member, RMIT Council (appointed in September 2008) Strategy Consultant – DB Results (current) Other former positions Previous Chairman and President, Novell Asia Pacific (2001-2007) Previous Chairman, Victorian Government Purchasing Board (2005-2011) Previous Chairman, Advisory Board Insync (2011-2015) Special responsibilities Member – Audit, Compliance and Risk Management Committee (current) Member – Remuneration Committee (appointed 1 July 2015) Member – Nomination Committee (appointed 1 July 2015) Member – Nomination and Remuneration Committee (ceased 30 June 2015) Wayne Brown BCom (Hons), M Int Bus (Melbourne), CA MAICD Group Chief Financial Officer and Joint Company Secretary Experience Wayne commenced as Chief Financial Officer and Company Secretary of Slater and Gordon in 2004. Prior to joining Slater and Gordon, Wayne was the Financial Controller of Grand Hotel Group (an ASX listed property trust) and prior to that, Wayne worked at Arthur Andersen for ten years where he specialised in corporate recovery, insolvency and restructuring. Wayne contributes skills in corporate governance, financial management, analysis and reporting. Kirsten Morrison BA/LLB (Hons) Grad. Dip. Applied Corporate Governance General Counsel and Joint Company Secretary Experience Kirsten commenced as a commercial litigator with Slater and Gordon in 2006 and then as General Counsel and Company Secretary in 2008. In August 2015, Kristen has taken up the role as General Counsel for Slater and Gordon Group UK. Prior to joining Slater and Gordon, Kirsten was a lawyer at Allens Arthur Robinson and completed an Associateship to the Hon. Justice Hargrave in the Victorian Supreme Court. Kirsten contributes skills in commercial law and corporate governance. 32 Slater and Gordon Limited Page 11 Annual Report 2015Slater and Gordon Limited Directors’ Report Directors’ Meetings The number of meetings of the Board of Directors and of each Board committee held during the financial year and the number of meetings attended by each director were: Board of Directors Audit, Compliance and Risk Management Committee Nomination and Remuneration Committee Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended 12 12 12 12 12 12 12 11 12 12 12 12 - 6 - 6 6 6 - 6 - 6 6 6 - 4 - 4 4 4 - 4 - 4 4 4 A Grech I Court K Fowlie E Lane J Skippen R O’Donnell Directors’ Interests in Shares Directors’ relevant interests in shares of the Company as at the date of this report are detailed below. Ordinary shares of the Company Performance rights A Grech I Court K Fowlie E Lane J Skippen R O’Donnell 6,750,656 59,804 5,646,221 170,000 25,000 25,000 40,000 - 16,000 - - - Directors’ Interest in Contracts Directors’ interests in contracts are disclosed in Note 29 to the financial statements. Auditor’s Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the audit for the financial year is provided with this report. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Slater and Gordon Limited Page 12 33 Annual Report 2015Slater and Gordon Limited Directors’ Report Non-audit Services Written approval for non-audit services is provided by resolution of the Audit, Compliance and Risk Management Committee and approval is notified to the Board of Directors. Non-audit services provided by the auditors of the Group during the year are detailed below. The directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. During the year, the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms: Due diligence investigations - Pitcher Partners - Ernst & Young LLP Total remuneration for due diligence investigations Other Advisory - Pitcher Partners - Baker Tilly Total remuneration for other advisory Total remuneration for non-audit services 2015 $ 2014 $ 177,860 1,475,791 1,653,651 39,227 4,245 43,472 1,697,123 15,900 - 15,900 17,557 - 17,557 33,457 34 Slater and Gordon Limited Page 13 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report Dear Shareholder, I am pleased to present our Remuneration Report for the year ended 30 June 2015. In striving to provide for continuous improvement, the Remuneration Report format has been modified so as to provide a framework for clearer disclosure of the relevant information to shareholders. The 2015 financial year has been a year of great change for the Slater and Gordon Group. The strong underlying business performance has continued and in May 2015, we successfully completed the purchase of Slater Gordon Solutions (“SGS”), creating a leading consumer law firm in the UK. The Board is confident that this acquisition will deliver significant long term value to the Company’s shareholders. Full details of the acquisition are dealt with comprehensively elsewhere in the Directors’ Report. I wish to highlight the changes in Board and executive key management personnel (“KMP”) remuneration, as follows: • Chair, Non-Executive Directors (“NED”) and committee fees increased in FY15 by approximately 5%. This was the first increase since FY12. • The Board undertook a review of all executive KMP and Board remuneration during the year, including independent remuneration consultant input, and will be recommending to shareholders at the upcoming AGM that the Director fee pool limit be increased to accommodate additional Board appointment(s) and to better reflect market expectations of NED fees. Despite these proposed changes our Board remuneration settings will remain conservative, ie. at the lower end of the range for companies of comparable size and complexity. • As of 30 June 2015, all Board and executive KMP held shares in the Company. Minimum shareholding guidelines for Board members and executive KMP are presently under consideration and any policy changes will be announced in due course, as required. • The Board intends to revise the remuneration opportunity for executive KMP in FY16. It is intended that increases in fixed remuneration will be held to less than 3% unless there has been a material change in the responsibility encompassed by the relevant position. • Although executive KMP remuneration will remain conservative in FY16, the Board intends to increase ‘at risk’ short and long term remuneration opportunities for all executive KMP. These increased remuneration opportunities will be conditional upon performance to ensure appropriate alignment to shareholder interests. Bonuses to be paid to executive KMP in respect of FY15 have been provisionally determined and will not exceed $570,000. All executive KMP scored well against their KPIs, however, the total amount awarded will be less than the total paid in FY14. This reflects the Board’s view that whilst the performance was strong, there are areas where further improvement is required. Final amounts will be determined following completion of the Company’s performance and development review cycle in October 2015. • Under consideration for FY16 are: the implementation of a clawback policy in relation to executive KMP; a policy of STI deferral for executive KMP; and minimum shareholding guidelines for the Board and executive KMP. A policy of STI deferral is currently in place with key leaders outside of the Group Executive. Any policy changes will be announced in due course, as required. • No equity incentives for executive KMP vested in FY15 and no previously granted equity incentives will vest in FY16. Effective from 1 July 2015, the Nomination and Remuneration Committee has been reconfigured into two (2) separate committees. The Nomination Committee will be focused on Board and Committee composition, appointment and induction of new Board members, succession planning and performance evaluation for the Board as a whole. The Remuneration Committee will continue to focus its efforts on ensuring that Board remuneration remains competitive but conservative and that executive KMP remuneration has an appropriate balance between fixed and variable components with a clear relationship between Group performance and risk management, including the successful integration of any acquisitions. For a more fulsome analysis of these matters, please see the enclosed Remuneration Report. Erica Lane Chair Remuneration Committee 29 September 2015 Slater and Gordon Limited Page 14 35 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) Contents Section Title 1.0 Introduction 2.0 3.0 Remuneration governance Non-executive Director remuneration 4.0 Executive remuneration Description Describes the scope of the Remuneration Report and the individual Board and executive key management personnel whose remuneration details are disclosed. Describes the role of the Board and the Nomination and Remuneration Committee (“NRC”), and the use of remuneration consultants when making Board and executive KMP remuneration decisions. Provides details regarding the fees paid to Non-executive Directors. Outlines the principles applied to executive KMP remuneration decisions and the framework used to deliver the various components of remuneration, including explanation of the performance and remuneration linkages. 5.0 6.0 Employee share scheme and other share information Provides details regarding the Group’s employee equity plans including the information required by the Corporations Act 2001 and applicable accounting standards. Service contracts and employment agreements Provides details regarding the contractual arrangements between the Group and the executive KMP whose remuneration details are disclosed. 36 Slater and Gordon Limited Page 15 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 1.0 Introduction The Group is a leading international consumer law firm employing approximately 5,350 people across 95 locations in Australia and the United Kingdom. Our mission is to provide people with easier access to world class legal services. The Board has adopted contemporary executive remuneration strategies to reward executives fairly in a competitive environment. Policies are also flexible enough to enable the Group to attract, motivate and retain competent executives in a number of locations. The Board’s philosophy and approach to executive remuneration has been to balance fair remuneration for skills and expertise with a risk and reward framework that supports sustainable growth. The remuneration policies in respect of the Group’s executive KMP are reviewed annually. The most notable achievement in FY15 was the acquisition of the professional services division from Quindell Plc (now rebranded as Slater Gordon Solutions (“SGS”)) in the UK (announced on 30 March 2015) and supporting capital raising. A comprehensive analysis of this transaction is covered elsewhere in the Directors’ Report. The full impact of this acquisition will be shown in the FY16 financial statements. In FY15 the Group grew net profit after tax (“NPAT”) from $68.2m to $83.8m and revenue grew by 43% representing strong year on year performance and over achievement against our business targets in revenue terms. The lower growth in NPAT was largely as a result of changes to the accounting treatment of acquisition consideration and as such did not impact on cash performance. The results of the changes in application of the relevant accounting standards to acquisitions will normalise over time. Overall, the Board believes the Group’s approach to remuneration is balanced, fair and equitable, designed to reward and motivate a successful and experienced executive team to deliver business growth and success as well as to meet the expectations of shareholders. The Board’s composition has remained unchanged over the year. Given the recent SGS acquisition and increase in the scale and footprint of the Group, the Board has determined to recruit two additional non-executive directors over the next several months. 1.1 Scope This Remuneration Report sets out the remuneration arrangements in place for the Board and executive KMP of the Group during FY15, in accordance with the relevant provisions of the Corporations Act 2001 and the applicable accounting standard requirements. Slater and Gordon Limited Page 16 37 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 1.2 Key Management Personnel KMP have authority and responsibility for planning, directing and controlling the activities of the Group and comprise the NED and executive KMP (being the two (2) executive directors and other senior executives named in this report). Details of the KMP as at year end are set out in the table below: Name Title Non-executive Directors John Skippen Ian Court Erica Lane Chair, Non-executive Director Member, Audit, Compliance and Risk Committee, Chair, Nomination Committee Chair, Audit, Compliance and Risk Committee, Non-executive Director Chair, Remuneration Committee, Non-executive Director Change in FY15 Country of Residence Appointed Chair, Nomination Committee, 1 July 2015 Australia No change. Full year Australia Changed from Chair, Nomination and Remuneration Committee to Chair, Remuneration Committee, 1 July 2015 Australia Australia Rhonda O’Donnell Non-executive Director No change. Full year Executive Directors Andrew Grech Group Managing Director Ken Fowlie Managing Director (UK and Europe) Other Executive KMP Wayne Brown Group Chief Financial Officer Neil Kinsella Head of General Law, UK Hayden Stephens Chief Executive Officer, General Law Cath Evans Chief Executive Officer, Personal Injury Law Felicity Pantelidis Group Chief Operating Officer Title changed from Managing Director to Group Managing Director, 1 July 2014 Australia Chief Executive Officer Australia to Managing Director (UK and Europe), 1 May 2015 United Kingdom Title changed from Chief Financial Officer to Group Chief Financial Officer, 1 July 2014 Australia Changed from Head of UK to Head of M&A (UK), October 2014 to Interim Head of General Law UK in August 2015 United Kingdom Changed from Head of Personal Injury Australia to Chief Executive Officer of General Law, 1 July 2015 Changed from Chief Executive Officer (UK) to Chief Executive Officer, Personal Injury Law, 1 July 2015 Changed from Chief Operating Officer, to Group Chief Operating Officer, 1 July 2015 Australia Australia Australia 38 Slater and Gordon Limited Page 17 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 2.0 Remuneration Governance This section of the Remuneration Report describes the role of the Board and the Nomination and Remuneration Committee (“NRC”), and the use of remuneration consultants when making Board and executive KMP remuneration decisions. 2.1 Role of the Board and the NRC The Board has overall responsibility for the Group’s remuneration strategy and policy. Consistent with this responsibility, the Board has established the NRC, comprised solely of independent NEDs. The role of the NRC is set out in its Charter, which is reviewed annually and was last revised and approved by the Board in FY15. The NRC will be reconfigured into two (2) separate committees effective from 1 July 2015. During the reporting year, the NRC’s role included: • ensuring that appropriate procedures exist to assess the remuneration levels of the Chairman, other NEDs, executive directors, direct reports to the Group Managing Director, Board committees and the Board as a whole; • ensuring that the Group meets the requirements of the ASX Corporate Governance Council’s Guidelines, including gender diversity principles and recommendations; • ensuring that the Group adopts, monitors and applies appropriate remuneration policies and procedures; • ensuring that reporting disclosures related to remuneration meet the Board’s disclosure objectives and all relevant legal requirements; • developing, maintaining and monitoring appropriate talent management programs including succession planning, recruitment, development; and retention and termination policies and procedures for senior management; and • developing, maintaining and monitoring appropriate post-employment and other benefit arrangements for the Group. The NRC’s role and interaction with Board, internal and external advisors for FY15, is illustrated below: The Board Reviews, applies judgement and, as appropriate, approves the NRC’s recommendations. The Nomination and Remuneration Committee The NRC operates under the delegated authority of the Board. The NRC is empowered to source any internal resources and obtain external independent professional advice it considers necessary to enable it to make recommendations to the Board: External consultants Remuneration policy, composition and quantum of remuneration components for executive KMP, and performance targets Remuneration policy in respect of NEDs Internal resources Talent management policies and practices including post-employment benefits Design features of employee and executive STI and LTI plan awards, including setting of performance and other vesting criteria Slater and Gordon Limited Page 18 39 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 2.1 Role of the Board and the NRC (continued) Further information on the NRC’s role, responsibilities and membership will be contained in the Corporate Governance Statement in the Company’s Annual Report. The NRC terms of reference can also be viewed in the Governance section of the Company’s website, www.slatergordon.com.au. 2.2 Use of Remuneration Consultants During FY15, remuneration consultancy contracts were entered into by the Company and accordingly the disclosures required under section 300A(1)(h) of the Corporations Act 2001 are set out as follows: Advisor/consultant – FY15 Ian Crichton, Independent Remuneration Consultant, Crichton & Associates Pty Limited Services provided 1. Benchmark Remuneration Assessment and Report in respect of the Board and executive KMP 2. Drafting and review of FY15 Remuneration Report 3. Review of FY15 equity allocations Remuneration consultant for the purpose of the Corporations Act Yes the Key questions regarding use of remuneration consultants Did remuneration consultant provide remuneration recommendations in relation to any of the KMP for FY15? Yes. Recommendations were in a written report to the Board. How much was the remuneration consultant paid by the Company for remuneration related and other services? Remuneration Services - $28,965 Other Services - $32,352 What arrangements did the Company make to ensure that the making of the remuneration recommendations would be free from undue influence by the executive KMP? The Company adopted a protocol for procuring advice relating to KMP remuneration. The protocol requires that the Board provides written instructions to the consultant with a specified scope of works and requiring that the consultant report all findings to the Board in writing free of any interference from executive KMP. Is the Board satisfied that the remuneration information provided was free from any such undue influence? What are the reasons for the Board being so satisfied? Yes, the Board is satisfied. The reasons are as follows: the Chair of the Company and the NRC had oversight of all requests for remuneration information and the protocol with respect to the procurement of remuneration related advice was appropriate. 40 Slater and Gordon Limited Page 19 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 3.0 Non-executive Director Remuneration 3.1 NED Remuneration Principle Fees are set by reference to key considerations Comment Fees for NEDs are based on the nature of the NEDs’ work, their responsibilities and anticipated time commitment. The remuneration paid is intended to reflect the complexity of the business and its geographic spread. In determining the level of fees, independent survey data on comparable companies (ASX listed companies of similar size) is considered. NEDs’ fees are recommended by the NRC and determined by the Board. Shareholders approve the aggregate amount available for the remuneration of NEDs. Remuneration is structured to preserve independence whilst creating alignment To preserve independence and impartiality, NEDs are not entitled to any form of incentive payments including options and the level of their fees is not set with reference to measures of the Group’s performance. (see also section 3.4) The Company currently does not have any minimum shareholding guidelines for NEDs. However, all NEDs acquired shares in the Company during FY15 and all have current holdings. Aggregate Board and committee fees are approved by shareholders The total amount of fees paid to NEDs in FY15 was $471,873 in total which is 73% of the aggregate annual amount approved by shareholders at the 2012 AGM. 3.2 NED Fees and Other Benefits Elements Details Board/Committee Board Chair fee¹ Fees per annum – FY15 Board NED base fee¹ $158,055 $89,565 Committee fees Committee Chair Committee Member Audit, Compliance and Risk Management Nomination and Remuneration Committee $10,000 $10,000 $5,000 $5,000 ¹ Chair and NED fees were increased by CPI during FY15. Committee fees are not paid to the Chair of the Board. The amounts referred to in this table reflect fees determined by the Board in respect of FY15 only. Post-employment benefits Superannuation Superannuation contributions have been made in accordance with the Company’s statutory obligations. Other benefits Equity instruments Other fees/benefits NEDs do not receive any performance related remuneration, options or performance rights. NEDs receive reimbursement for costs directly related to Slater and Gordon business. Slater and Gordon Limited Page 20 41 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 3.3 NED Total Remuneration – Actual Paid Amounts $ John Skippen (Chair) Ian Court Erica Lane Rhonda O’Donnell Total Short-term benefits Post-employment benefits Year FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 Fees 137,835 137,324 79,258 72,442 97,516 91,549 88,384 82,465 402,993 383,780 Superannuation benefits 24,131 12,702 27,099 23,976 9,259 8,468 8,391 7,628 68,880 52,774 Total* 161,966 150,026 106,357 96,418 106,775 100,017 96,775 90,093 471,873 436,554 * NED base fees were increased by CPI during FY15. The FY15 remuneration includes back pay of the FY14 CPI increase on NED fees. The aggregate annual amount available for payment to NEDs was last approved by shareholders at the 2012 AGM in the amount of $650,000. 3.4 Minimum Shareholding Guidelines Although all NEDs hold shares in the Company, at the end of FY15 there were no minimum shareholding guidelines in place that apply to NEDs. The implementation of minimum shareholding guidelines for NEDs will be considered during FY16. 42 Slater and Gordon Limited Page 21 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.0 Executive Remuneration 4.1 Executive KMP Remuneration The Group’s executive remuneration policies are intended to fairly remunerate executives for their contribution to the Group. They are also designed to attract, motivate and retain qualified and experienced executives employed across diverse businesses and geographic locations. Fixed remuneration components are determined having regard to the specific skills and competencies of the executive KMP with reference to both internal and external relativities, including local market conditions. The ‘at risk’ components of remuneration consisting of both short and long term incentives are intended to reward (risk balanced) performance on the achievement of clearly defined targets. Executive KMP remuneration objectives can be illustrated as follows: Attract, motivate and retain competent executives across diverse businesses and geographies An appropriate balance of ‘fixed’ and ‘at risk’ components Executive KMP remuneration objectives Create reward differentiation to drive performance, values and behaviors Shareholder value creation through equity components linked to performance Slater and Gordon Limited Page 22 43 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.1 Executive KMP Remuneration (continued) Remuneration will be delivered as: Strategic intent and market positioning d e x F i Total fixed remuneration (“TFR”) TFR is set based on job role, market relativities, reflecting responsibilities, performance, qualifications, experience and geographic location Base salary plus any fixed elements related to local markets, including superannuation or equivalents TFR will generally be positioned at the median compared to relevant market based data considering expertise and performance in the role Total target remuneration (TTR) is set by reference to the relevant geographic market. TTR is intended to be positioned in the third quartile compared to relevant market benchmark comparisons. Higher quartile TTR will only result if outperformance is achieved. k s i r t A Short-term incentives (“STI”) STI performance criteria are set by reference to a Balanced Scorecard methodology, with KPI including financial and operational, people and culture and clients and development Executive KMP receive the short term incentive in cash (after tax) at the end of the performance period. No STI deferral applies to executive KMP Performance incentive is directed to achieving Board approved targets, reflective of changing circumstances. Ideally, TFR + STI is intended to be positioned in the third quartile of the relevant benchmark comparisons Long-term incentives (“LTI”) LTI targets are linked to both the Group’s internal EPS growth and external relative TSR outperformance measures In FY15, equity was offered as performance rights, subject to performance and service for three years from grant date. The equity is at risk until vesting. Performance is tested once at the vesting date LTI is intended to reward executive KMP for sustainable long- term performance aligned to shareholders’ interests. LTI allocation values are conservatively positioned 44 Slater and Gordon Limited Page 23 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.2 Remuneration Composition Mix and Timing of Receipt 4.2.1 Current Remuneration Mix The Group endeavours to provide an appropriate and competitive mix of remuneration components balanced between fixed and at risk and paid in both cash and deferred equity. The broad remuneration composition mix for executive KMP can be illustrated as follows: Remuneration Mix for FY15 The remuneration mix for FY15 is illustrated below: Position TFR as a % of TTR STI (at target) as a % of TTR LTI (at target) as a % of TTR Group Managing Director 70% 22% 8% Other Executive KMP 64% to 76% 21% to 33% 3% to 5% Remuneration Mix for FY16 A detailed review of executive KMP remuneration was undertaken during FY15. All executive KMP were found to be very conservatively positioned relative to comparable executives in comparable companies. The Board has determined that the remuneration opportunity for all executive KMP should be increased, however, this increase will be mostly in ‘at risk’ performance-based remuneration, except where the individual role and responsibilities have fundamentally changed. The individual remuneration opportunity for executive KMP for FY16 has been provisionally determined and will be finalised by the Board in October 2015. The proposed remuneration mix for FY16 is as follows: Position Executive KMP TFR as a % of TTR STI (at target) as a % of TTR LTI (at target) as a % of TTR 48% to 60% 16% to 24% 20% to 33% The Board intends to focus executive KMP remuneration opportunity on the achievement of both short and long term performance to ensure the best alignment between executive remuneration outcomes and shareholder interests. Total Fixed Remuneration (“TFR”) The Group’s approach to TFR settings is to aim to position all executives at about the median of comparable positions as conservatively as possible to control fixed costs, exchange rate movements notwithstanding. Only modest increases in TFR were approved in FY15 to maintain this conservative approach. TFR settings in FY16 have been adjusted to account for changes in job roles, accountability or additional responsibilities. Short-Term Incentives (“STI”) The Group have focused STI on achieving selected KPI adopting a modified Balanced Scorecard methodology, but with a minimum financial performance as a primary gateway. To support the balanced approach to TFR, the Group has set STI opportunity aimed at achieving a market competitive TFR + STI above the median which is only paid if performance is delivered. Long-Term Incentives (“LTI”) The LTI opportunity is determined based on the dollar value of the number of rights (or other selected equity interest) to be granted to each individual executive KMP and based on the gross contract value. That is, before applying any discount. Slater and Gordon Limited Page 24 45 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.2.1 Current Remuneration Mix (continued) Total target remuneration (“TTR”) TTR under the remuneration mix adopted will, in the opinion of the Board, deliver an overall risk adjusted reward opportunity which is fair and market competitive and aligned to Group and Business Unit performance. Shareholders should note that the Group has performance hurdles that are demanding, particularly for LTI. Further, any LTI award will only have value to the executive if the performance hurdles are met to enable vesting to occur. 4.2.2 Remuneration – Timing of Receipt of Remuneration The three complementary components of executive KMP remuneration are ‘earned’ over multiple time ranges. This is illustrated in the following chart: Note: The LTI component is awarded at the beginning of Year 1 and earned at the end of Year 3, but expensed over the three year service period. As illustrated, executive KMP remuneration is delivered on a cascading basis. This remuneration mix is designed to ensure executive KMP are focused on delivering results over both the short term and the long term if they are to maximise their remuneration opportunity. The Board believes this approach aligns executive KMP remuneration to shareholder interests and market expectations. 4.3 Total Fixed Remuneration Explained Total fixed remuneration (“TFR”) includes all remuneration and benefits paid to an executive KMP calculated on a total employment cost basis. In addition to base salary, selected overseas executives receive benefits that may include health insurance, car allowances and relocation allowances. In Australia, retirement benefits are generally paid in line with the prevailing Statutory Superannuation Guarantee. Elsewhere, retirement benefits are generally paid in line with local legislation and practice. 46 Slater and Gordon Limited Page 25 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.3 Total Fixed Remuneration Explained (continued) Executive KMP TFR is tested regularly for market competiveness by reference to appropriate independent and externally sourced comparable benchmark information. This includes comparable ASX listed companies based on a range of size criteria including market capitalisation, as well as taking into account an executive’s responsibilities, performance, qualifications, experience and geographic location. TFR adjustments, if any, are made with reference to individual performance, an increase in job role or responsibility and changing market circumstances; as reflected through independent benchmark assessments or promotion. Any adjustments to executive KMP remuneration are approved by the Board, based on Remuneration Committee and Group Managing Director input and recommendations. 4.4 Variable (at Risk) Remuneration Explained The purpose of variable remuneration is to direct executives’ behaviours towards maximising the Group’s short, medium and long-term performance. The key aspects of each component are summarised below: 4.4.1 Short-Term Incentives (“STI”) Purpose The STI arrangements are designed to reward executives for achieving the Group’s strategic and operational objectives under a Balanced Scorecard methodology with annual performance targets set by the Board at the beginning of the performance period. The STI program is reviewed annually by the Remuneration Committee and approved by the Board. All STI awarded to the Group Managing Director and other executive KMP are approved by the Remuneration Committee and Board. Performance targets The key performance criteria of the Group’s FY15 STI were as follows: Financial and Operational performance (not than 55% of weighting). Financial performance for KMP is based on Group financial performance (Group EBITDA, EBITDA margin, Group cash flow). Operational performance is based on the delivery of key elements of Group strategy; less People and Culture (not less than 35% of weighting). These objectives typically relate to organisational planning and development for the Group; and Client and Development. These objectives typically relate to business improvement initiatives within the Group. The mix of performance criteria and the individual key performance indicators may vary from year to year depending on the assessed annual performance priorities at the start of the year. An overall financial performance gate is applied to all executive KMP awards. Any anomalies or discretionary elements are validated and approved by the Board. Rewarding performance The achievement against the performance criteria set is calculated under a predetermined matrix. Validation of performance against the measures set for the Group Managing Director is endorsed by the Group Chief Financial Officer, and then reviewed and approved by the Remuneration Committee and the Board. Validation of performance against the measures set for the executive KMP are endorsed by the Group Managing Director, and then reviewed and approved by the Remuneration Committee and the Board. Any anomalies or discretionary elements are validated and approved by the Board. Deferral of a portion of STI Mandatory deferral of STI only applies to selected key leader executives who do not participate in the LTI. There is no mandatory STI deferral policy in place for executive KMP, however, this policy is under review in FY16. Slater and Gordon Limited Page 26 47 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.4.1 Short-Term Incentives (“STI”) (continued) Actual STI awarded compared to STI opportunity Executive KMP Andrew Grech Ken Fowlie Wayne Brown Position Group Managing Director Managing Director (UK and Europe) Group Chief Financial Officer Neil Kinsella Hayden Stephens Chief Executive Officer, General Law Head of General Law, UK Cath Evans Chief Executive Officer, Personal Injury Law Felicity Pantelidis Group Chief Operating Officer *Non-discretionary element as an overseas living allowance Target STI as a % of FY15 TTR STI awarded as a % of Target STI STI forfeited in FY15 as a % of Target STI Anticipated STI to be awarded in FY15 ($) 21.83% 24.01% 23.87% 22.21% 25.10% 32.90% 20.62% 20.00% 20.00% 20.00% 28.27% 20.00% 44.44%* 80.00% 80.00% 80.00% 80.00% 71.73% 80.00% 55.56% 20.00% 35,000 30,000 25,000 40,000 30,000 100,000 80,000 The amount of STI awarded has been provisionally determined based on the Company’s assessment of results achieved by executive KMP against robust performance criteria set out in individual Balanced Scorecards. Ratings are based on meeting or exceeding expectations across all areas of responsibility. Recommendations are subject to rigorous moderation by the Remuneration Committee and the Board. The moderation process for STI to be awarded to executive KMP in respect of FY15 will be finalised by the Board in the first half of FY16. The KMP substantially met their performance criteria across the balance of their performance targets given the stretching nature of the Financial and Operational objectives. As previously noted, the Company takes a balanced but conservative approach to payment of STI to drive outperformance. 4.4.2 Long-Term Incentives (“LTI”) The LTI provides an annual opportunity for executive KMP and other selected executives (based on their ability to influence and execute strategy) to receive an equity award, that is intended to align a portion of executives’ overall remuneration to shareholder value over the longer term. All LTI awards are deferred for three years and remain at risk and subject to forfeiture or lapse until vesting. Company performance must meet or exceed earnings (EPS) growth rates and/or relative TSR performance hurdles over the vesting period. Purpose Types of equity awarded To align executive KMP remuneration opportunity with shareholder value and provide retention stimulus. LTI up to FY13 was provided under the Employee Ownership Plan (“EOP”). See section 5.1 for further details. The Executive Equity Incentive Scheme (“EIP”) was introduced in November 2014. See section 5.1 for further details. Under the EIP, selected senior executives are currently offered performance rights (being a nil exercise price right to fully paid ordinary shares of Slater and Gordon Limited). Time of grant All equity grants will be made after the AGM each year, but based on values determined prior to the AGM. Time restrictions The FY15 equity grants awarded to the Group Managing Director and other executive KMP are tested against the performance hurdles set, at the end of three financial years. If the performance hurdles are not met at the vesting date the performance rights lapse. 48 Slater and Gordon Limited Page 27 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.4.2 Long-term Incentives (“LTI”) (continued) Performance hurdles and vesting schedule The FY15 equity grants to the Group Managing Director and other executive KMP are in two equal tranches assigned 50% to compound annual growth rate (“CAGR”) in EPS and 50% subject to ranking of TSR against the S&P/ASX 300 (excluding resources). The performance conditions applying to the latest grant (FY15) were as follows: Executive Directors Only Compound annual growth in EPS (3 years) Performance¹ % of equity to vest All other Executive KMP Compound annual growth in EPS (3 years) % of equity to vest Performance < 10% 0% < 7% 0% 10% to 15% 50% to 100% pro-rata 7% to 10% 50% to 100% pro-rata > 15% 100% > 10% 100% ¹ FY14 Basic EPS is the base. The Board imposed higher performance expectations on the two (2) executive Directors. A slightly lower hurdle was determined for other executive KMP to, in part, acknowledge the relatively small dollar value of the opportunity in this initial grant. In future, hurdles for all executive KMP will be the same. Ranking of SGH TSR against S&P/ASX 300 (excluding resources) (3 years) Performance % of equity to vest < 50th percentile 0% 50th to 75th percentile 50% to 100% pro-rata > 75th percentile 100% Performance rights vest if the time restrictions and relevant performance hurdles are met. The Board must approve any special provisions, in accordance with Company policies, in the event of termination of employment or a change of control. After the three year vesting schedule, any unvested performance rights lapse. Dividends No dividends are attached to performance rights. Voting rights There are no voting rights attached to performance rights (prior to vesting). Retesting There is no retesting of performance hurdles under LTI. LTI allocation In FY15, LTI grants were based on a fixed number of performance rights. For FY16, the size of individual LTI grants for the Group Managing Director and other executive KMP is determined in accordance with the Board approved remuneration strategy mix. See section 4.2 for further details. The target LTI dollar value for each executive is converted to performance rights according to LTI allocation values independently determined based on the gross contract value of the relevant equity instrument and based on a Black-Scholes-Merton pricing model without discounting for service or EPS and TSR performance hurdles: Performance right allocation = LTI dollar value/Black-Scholes-Merton value before service or EPS and TSR performance discounts. The first allocation of Performance Rights under the LTI was made in FY15 and testing of the vesting conditions will not apply until September 2017. Slater and Gordon Limited Page 28 49 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.5 Other Remuneration Elements and Disclosures relevant to Executive KMP 4.5.1 Clawback The Group has not implemented a clawback policy to date. This position is under review in FY16. 4.5.2 Hedging and Margin Lending Prohibition Directors and executive KMP must not engage in dealings based on short term fluctuations in Slater and Gordon securities. If a Director or executive KMP acquires Slater and Gordon securities, they should not sell or agree to sell any Slater and Gordon securities of that class for at least 30 days. Directors are prohibited from entering into margin loans under the Group’s Share Trading Policy. Other executive KMP require prior approval to enter into a margin loan arrangements where the amount of shares mortgaged, provided as security, lent or charged to a financier amounts to 1% or more of the issued capital in Slater and Gordon at the relevant time. KMP must notify the Company Secretary immediately if they are given notice by their financier of an intention to make a margin call and sell Slater and Gordon securities during a prohibited trading period. Directors and executive KMP must not enter into hedging arrangements in relation to Slater and Gordon securities that are unvested or subject to disposal restrictions or minimum shareholding requirements. In limited circumstances, the Board may, in its discretion, allow holders of securities issued under the Employee Ownership Plan who have a loan repayment obligation to the company to enter into a hedging arrangement with prior approval. Equity granted under the Executive Equity Incentive Scheme remains at risk until vested and exercised. It is a specific condition of grant that no schemes are entered into, by an individual or their associates that specifically protect the unvested value of performance rights allocated. The Group, in line with good corporate governance, has a Share Trading Policy setting down how and when employees may deal in Slater and Gordon securities. The Group’s Share Trading Policy is available on the Slater and Gordon website www.slatergordon.com.au under the Firm, Governance. 4.5.3 Cessation of Employment Provisions The provisions that apply for STI and LTI awards in the case of cessation of employment are detailed in section 6.0. 4.5.4 Conditions of LTI Grants The conditions under which LTI performance rights are granted, and are approved by the Board in accordance with the relevant scheme rules, are as summarised in section 5.0. 4.5.5 Minimum Shareholding Guidelines The majority of executive KMP are subject to minimum shareholding requirements under either: a) b) c) the agreement between the seven shareholders of the Company prior to listing in 2007; the Employee Ownership Plan; or agreements relating to business acquisitions by the Company since 2007. KMPs subject to these agreements are required to maintain a minimum number of shares that is equivalent to the lesser of 20% of the value or 15% of the number of shares issued to them, while they remain a member or employee of the Group. 50 Slater and Gordon Limited Page 29 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.6 Relationship between Remuneration the Group’s Performance and Executive KMP 4.6.1 The Group’s Financial Performance (FY11 to FY15) 2011 2012 2013 Restated 2014 2015 5 year CAGR1 Company Performance Revenue ($'000) Profit before tax ($'000) Profit after tax ($'000) 182,309 217,704 297,963 438,228 627,309 38.13% 41,543 36,494 61,341 95,747 114,531 31.75% 27,908 24,992 41,521 68,236 83,803 33.45% Basic earnings per share (cents) 19.10 16.20 23.90 33.80 35.60 14.74% Diluted earnings per share (cents) Dividends per share - paid during financial year (cents) Total dividends paid during financial year ($'000) 18.30 15.70 23.30 5.20 5.80 6.30 33.20 6.85 35.30 16.15% 8.50 10.12% 7,697 8,786 10,647 13,770 17,620 24.98% 2.78 1 Compound Annual Growth Rate (“CAGR”) based on cumulative results 2011-2015 inclusive. 1.85 2.30 Share price at 30 June ($) 5.16 3.56 18.40% Slater and Gordon has achieved stellar compound growth on every relevant metric over the last 5 years. Executive KMP remuneration has materially lagged these achievements because of the Group’s conservative remuneration settings. The proposed changes to executive KMP ‘at risk’ remuneration is intended to ensure executives are only rewarded if overall short, medium and long-term Company performance is achieved. An explanation of recent changes to the Company’s accounting policies is provided in Note 1(w) to the financial statements. For further explanation of details on the Group’s performance, see the Principal Activities, Review of Operations and Results sections of the Directors’ Report. Refer to section 4.6.3 in relation to impact on KMP LTI FY15 base setting. 4.6.2 Group Current Year Performance and relationship to Executive KMP Remuneration The total of executive KMP remuneration for those executives that remained employed for the full year was lower in FY15 than in FY14. This reflects the low STI payout in FY15. The accrual of LTI Awards in 2015 was small and no LTI award will vest earlier than 2017 and then only if the EPS and TSR hurdles are met. 4.6.3 Group EPS and TSR Performance (FY11 to FY15) and relationship to Executive KMP Remuneration As explained in section 4.1, the Group’s remuneration framework aims to incentivise executive KMP towards long-term sustainable growth and the creation of shareholder value in the short, medium and long term. This is developed in two ways: • cash STI, which is linked to achievement of performance objectives, including financial measures for the completed performance year (as explained in section 4.4.1); and • LTI, in the form of performance rights, are linked to compound annual growth in EPS and relative TSR performance (as explained in section 4.4.2). EPS (internal) and relative TSR (external) are generally accepted proxies for creation of shareholder value. It is the Board’s intention to review the suitability of these performance criteria and settings on a regular basis to ensure they best serve shareholders’ interests. Slater and Gordon Limited Page 30 51 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.6.3 Group EPS and TSR Performance and relationship to Executive KMP Remuneration (continued) Earnings per share (“EPS”) The Group’s basic EPS targets to achieve full vesting of the 2015 LTI performance rights grant is shown in the graph below: SGH Earnings Per Share (EPS) Actual and Targets 60 50 40 30 20 10 0 2015 2016 2017 EPS Actual EPS Target: Other KMP (10% p.a.) EPS Target: Directors (15% p.a.) 50% of the LTI performance rights issued to executive KMP in FY15 are subject to the Group achieving various compound annual growth rates in EPS, as set out Section 4.4.2. These growth rates are assessed against the FY14 reported basic EPS of 30.3 cents (“Base Year EPS”). Due to recent changes in the Company’s accounting policies (see Note 1(w) to the financial statements), FY14 earnings have been restated. As a consequence of the restatement, the basic EPS for FY14 has increased from 30.3 cents to 33.8 cents. So as to ensure that executive KMP do not receive an unintended benefit from the change to the Company’s accounting policies, the Company intends to amend the Base Year EPS to reflect the revised basic EPS of 33.8 cents, thereby increasing the EPS hurdle requirements of the FY15 LTI performance rights award. The Board believes that this approach is both fair and equitable to the executive KMP and will ensure shareholders are not disadvantaged as a result. Notwithstanding the proposed increase in the Base Year EPS, the amended EPS targets are still budgeted to be achieved. For more details on the Company’s performance, refer the Principal Activities, Review of Operations and Results sections of the Directors’ Report. Total Shareholder Return (“TSR”) The Group’s relative TSR performance over the relevant performance periods up to 30 June 2015 in respect of vested equity grants is set out below. This information is unaudited. 52 Slater and Gordon Limited Page 31 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.6.3 Group EPS and TSR Performance (FY11 to FY15) and relationship to Executive KMP Remuneration (continued) SGH TSR vs S&P/ASX 300 (excluding Resources) Accumulation Index 1 September 2014 to 25 September 2015 140 130 120 110 100 90 80 70 60 50 40 XKOAI less Resources SGH TSR TSR is a function of share price growth and dividends reinvested. However, the Group’s performance over time is affected by a range of variables, including currency volatility, global economic and geopolitical conditions, market growth for its products and other competitive pressures. Based on the SGH TSR performance since the date of grant of the FY15 LTI it is unlikely that performance hurdles set will be met, unless there is a material rerating of SGH securities between the date of this report and the vesting date. The Board remains optimistic that this will be the case. Slater and Gordon Limited Page 32 53 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.7 Executive Remuneration Table – Statutory Disclosure Amounts $ Short-term Post-Employment Name Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Total Total Year FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 Non- monetary benefits Superannuation benefits Long service leave Salary Other 542,937 10,163 38,684 15,325 502,586 9,574 22,744 38,606 428,052 659 27,688 2,361 431,772 - 24,359 13,396 - - - - 351,187 29,808 18,783 9,280 20,783 337,494 20,526 17,775 18,554 40,666 471,625 442,850 - - - - - - 381,260 17,240 18,783 11,486 348,016 13,867 382,681 401,402 - - 17,775 18,783 6,936 6,501 25,351 8,141 200,000 327,054 10,163 18,783 10,001 - - 2,884,796 2,464,120 - 68,033 43,967 - 141,504 108,004 - 54,954 85,633 - 20,783 240,666 - - - - - 54 Slater and Gordon Limited Page 33 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.7 Executive Remuneration Table – Statutory Disclosure (continued) Total Short-term Long-term Total Total 607,109 573,510 458,760 469,527 429,841 435,015 471,625 442,850 428,769 386,594 407,965 634,894 366,001 - 3,170,070 2,942,390 Bonus 35,000 125,000 30,000 50,000 25,000 60,000 40,000 88,570 30,000 50,000 100,000 225,000 80,000 - 340,000 598,570 Value of options Value of performance shares/rights - - - - 3,965 11,745 - - - - - - - - 14,451 - 5,780 - 5,549 - 4,814 - 5,549 - 4,814 - 4,162 - 3,965 11,745 45,119 - 49,451 125,000 35,780 50,000 34,514 71,745 44,814 88,570 35,549 50,000 104,814 225,000 84,162 - 389,084 610,315 656,560 698,510 494,540 519,527 464,355 506,760 516,439 531,420 464,318 436,594 512,779 859,894 450,163 - 3,559,154 3,552,705 Proportion of total remuneration Performance related Delivered as equity 7.5% 17.9% 7.2% 9.6% 7.4% 14.2% 8.7% 16.7% 7.7% 11.5% 20.4% 26.2% 18.7% - 10.9% 17.2% 2.2% 0.0% 1.2% 0.0% 2.0% 2.3% 0.9% 0.0% 1.2% 0.0% 0.9% 0.0% 0.9% - 1.4% 0.3% There have been no material increases in fixed remuneration or ‘at risk’ variable remuneration opportunity during the year under review. Cath Evans received an overseas living allowance in FY14 and FY15. Slater and Gordon Limited Page 34 55 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 4.8 Executive Remuneration Table This table represents the value to the executives of cash paid and vested equity awards (intrinsic value) received during the year and unvested equity awards (AASB-2 value) granted during the financial year, at risk. The LTI equity granted is a value determined under AASB-2 discounted for vesting probabilities of performance criteria which may or may not vest depending on future outcomes that are uncertain. Accordingly, this table incorporates data that represents the accumulation of outcomes arising from multiple years. Fixed Remuneration 591,784 Incentives 35,000 Total Cash 626,784 Past at risk remuneration received during the year - Actual remuneration received 626,784 Future at risk remuneration received during the year (LTI) 61,608 534,904 125,000 659,904 456,399 30,000 486,399 456,131 50,000 506,131 420,561 25,000 445,561 416,461 60,000 476,461 471,625 40,000 511,625 442,850 88,570 531,420 417,284 30,000 447,284 379,658 50,000 429,658 401,465 100,000 501,465 626,753 225,000 851,753 356,000 80,000 436,000 - - - 3,115,118 2,856,757 340,000 3,455,118 598,570 3,455,327 - - - - - - - - - - - - - - - 659,904 486,399 506,131 - 24,643 - 445,561 23,657 476,461 511,625 531,420 447,284 429,658 501,465 851,753 436,000 - - 23,807 - 23,657 - 23,807 - 17,743 - 3,455,118 3,455,327 198,922 - Name Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Total Total Year FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 FY14 There have been no material increases in the remuneration paid to executive KMP during the current year. Cath Evans received an overseas allowance in FY14 and FY15. 56 Slater and Gordon Limited Page 35 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 5.0 Employee Share Scheme and Other Share Information This section provides: 1. 2. 3. 4. 5. 6. a description of the employee share schemes (“ESS”) the Group uses to provide equity rewards to employees; disclosures required in relation to ESS grants provided to executive KMP; disclosures required about ESS instruments issued; disclosures required in relation to Slater and Gordon Limited shares and other ESS instruments held by executive KMP; the Group’s share ownership guidelines; and the Group’s Securities Trading Policy. 5.1 Employee Share Schemes operated by the Group Plan details Employee Ownership Plan (“EOP”) Date established: 2006 Type of instruments Details Vesting Convertible Redeemable Ordinary Shares (“VCR shares”) Issue of VCR shares with a loan (full recourse but interest free) equal to the subscription amount to eligible and invited executives. Vesting was dependent on meeting designated performance criteria (Balanced Scorecard), remaining employed and repaying the loan. Equity Incentive Plan (“EIP”) Date established: Nov 2014 Performance rights under Executive Equity Incentive Scheme (“EEIS”) A performance incentive scheme designed to reward participants with achieving market competitive business outcomes. Participants receive an award based on a predetermined formula, as approved by the Board from time to time based on market standards and trends. Equity Incentive Plan (“EIP”) Date established: Nov 2014 Service rights under Deferred Short Term Incentive Scheme (“DSTIS”) A deferred short term incentive scheme designed to reward participants in equity for a portion of their STI earned (up to 33%) and defer vesting for two (2) years. to these (value shares shares incentives the EOP was Purpose to The purpose of encourage key participating employees to take on a significant stake in the Group over the course of their careers. As at 30 June 2015, there was a total of – 833,334 VCR $2,966,669) and a total of 3,071,740 ordinary shares subject to disposal restrictions (value – $10,935,394) under the EOP. The loans outstanding in totalled relation $8,690,109 which are only repayable if the VCR shares vest. The purpose of the EIP is to provide to selected annual equity invited executives in line with current market standards and expectations. The offer terms for EIP awards are flexible, but meet contemporary LTI design standards. The first grant of performance rights under this plan was made on 18 November 2014. As at 30 June 2015, 54 employees held - 496,000 performance rights is subject $1,597,820). Vesting to continuing and meeting service performance hurdles. Also refer section 4.4.2. The purpose of the EIP is to provide annual equity invited to executives in line with current market standards and expectations. No grants have been made in respect of the STI deferred scheme at the date of this report. Also refer section 4.4.2. selected (Value Slater and Gordon Limited Page 36 57 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 5.1 Employee Share Schemes operated by the Group (continued) Equity Incentive Plan (“EIP”) Date established: Nov 2014 Exempt shares under Share Save Scheme participating The exempt share save scheme (“SSS”) allows Australian employees to acquire up to $1,000 of Slater and Gordon shares each year tax free (subject to qualifying conditions) on a co-contribution basis (The November 2014 offer under the SSS was $500 company and $500 individual). The purpose of the exempt SSS is to encourage broad based employee equity participation in Australia on an affordable and sustainable basis in line with current market standards and expectations. As at 30 June 2015, 407 employees held 65,527 exempt shares in SSS (Value - $233,276). Share Incentive Plan (“SIP”) Ordinary shares under SIP Date established: Dec 2014 The SIP allows participating United Kingdom employees to acquire Slater and Gordon shares each year on a tax concessional basis (subject to qualifying conditions) and on a co-contribution basis (The December offer under the SIP was £375 company and £375 individual). based The purpose of the SIP is to encourage broad equity participation in the UK on an affordable and sustainable basis in line with current market standards and expectations. employee As at 30 June 2015, 438 employees held 84,576 shares in SIP (Value - $301,091). 5.2 Employee Share Scheme Grants to Executive KMP 5.2.1 Analysis of Share Based Payments Granted as Remuneration Details of vesting profile of the performance rights granted as remuneration to each executive KMP are set out below: Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Grant Date Nov 2014 Nov 2014 Nov 2014 Dec 2014 Nov 2014 Dec 2014 Nov 2014 Number granted 40,000 16,000 16,000 16,000 16,000 16,000 12,000 132,000 Number vested - - - - - - - - Number forfeited / lapsed - - - - - - - - Intrinsic Value of vested performance rights ($) - - - - - - - - The performance rights granted in FY15 have an exercise price of $0.00 and an expiration date of 30 September 2017. The performance rights granted to KMP during the year have a fair value (AASB 2) in the range of $2.4643 to $2.4799 at grant date. 5.2.2 Vesting and Exercise of Performance Rights Granted as Remuneration During FY15, no performance rights vested or were exercised. 58 Slater and Gordon Limited Page 37 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 5.2.3 Analysis of Movement in Performance Rights The movement in number and value during the financial year of performance rights over ordinary shares of Slater and Gordon Limited acquired under EIP LTI held by executive KMP is detailed below: Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Number held at 1 July 2014 Number granted in year Grant Value ($) Number exercised in year Intrinsic Value ($) Number forfeited during year Number held at 30 June 2015 Intrinsic Value at 30 June 2015 ($) - - - - - - - - 40,000 61,608 16,000 24,643 16,000 23,657 16,000 23,807 16,000 23,657 16,000 23,807 12,000 17,743 132,000 198,922 - - - - - - - - - - - - - - - - - - - - - - - - 40,000 142,400 16,000 56,960 16,000 56,960 16,000 56,960 16,000 56,960 16,000 56,960 12,000 42,720 132,000 469,920 5.3 Potential Dilution if Performance Rights Vest and Ordinary Shares Issued At the date of this report, the number of ordinary shares that would be issued if all performance rights were vested is 132,000, as set out above. If fully vested this represents less than 0.04% of issued capital. Vesting of performance rights is conditional on service and performance conditions being met. Slater and Gordon Limited Page 38 59 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 5.4 KMP Equity Interests In accordance with the Corporations Act 2001 (section 205G(1)), the Company is required to notify the interests (shares and rights to shares) of directors to the ASX. In the interests of transparency and completeness of disclosure, this information is provided for each NED (as required under the Corporations Act 2001) and all executive KMP. Please refer section 4.5.2 Hedging and margin lending prohibition for more information. The table below indicates Slater and Gordon Limited shareholding: John Skippen Ian Court Erica Lane Rhonda O’Donnell Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Number held at 1 July 2014 Acquisitions Disposals Number held at 30 June 2015 Intrinsic Value at 30 June 2015 ($) - 29,882 150,000 - 25,000 29,922 20,000 25,000 - - - - 25,000 89,000 59,804 212,902 170,000 605,200 25,000 89,000 5,295,495 1,850,161 395,000 6,750,656 24,032,335 5,096,221 550,000 305,103 40,000 - - 5,646,221 20,100,547 345,103 1,228,567 640,668 - 213,541 427,127 1,520,572 4,255,115 549,000 - 4,804,115 17,102,649 4,110,476 470,957 500,000 4,081,433 14,529,901 - 16,161 - 16,161 57,533 19,882,960 3,576,201 1,108,541 22,350,620 79,568,206 The table below indicates any unvested performance rights issued to executive KMP, but still subject to performance hurdles and service conditions: Andrew Grech Ken Fowlie Wayne Brown Neil Kinsella Hayden Stephens Cath Evans Felicity Pantelidis Unvested EOP Shares - - - - - - - - Unvested Performance Rights 40,000 16,000 16,000 16,000 16,000 16,000 12,000 132,000 Total Number held at 30 June 2015 40,000 16,000 16,000 16,000 16,000 16,000 12,000 132,000 Intrinsic Value at 30 June 2015 ($) 142,400 56,960 56,960 56,960 56,960 56,960 42,720 469,920 60 Slater and Gordon Limited Page 39 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 6.0 Service Contracts and Employment Agreements 6.1 Employment Agreements: Executive Directors The following sets out details of the employment agreements relating to the executive directors Andrew Grech and Ken Fowlie. Length of contract Both executive directors are on rolling contracts, which is an ongoing employment contract until notice is given by either party. Contract Values Andrew Grech TFR: $565,000 per annum (inclusive of superannuation); STI: Up to $175,000 (2014: $150,000) for the year ended 30 June 2015, inclusive of superannuation, at the discretion of the Board, based on the achievement of certain key performance indicators. The key performance indicators (“KPI”) are consistent with the Company’s approved business plan and are aligned to delivering sustainable value to shareholders. The indicators are based on the Balanced Scorecard methodology and cover Group operational and financial results and the successful implementation of Group strategic and people development initiatives. A cash bonus of $125,000 was paid during the year ended 30 June 2015 in respect to the year ended 30 June 2014. For the year ended 30 June 2015 a cash bonus of $35,000 has been provisionally determined. Ken Fowlie TFR: $450,000 per annum (inclusive of superannuation); STI: up to $150,000 (2014: $125,000) for the year ended 30 June 2015, inclusive of superannuation, at the discretion of the Board, based on the achievement of certain key performance indicators. The key performance indicators are consistent with the Company’s approved business plan and are aligned to delivering sustainable value to shareholders. The indicators are based on the Balanced Scorecard methodology and cover Group operational and financial results and the successful implementation of Group strategic and people development initiatives. A cash bonus of $50,000 was paid during the year ended 30 June 2015 in respect to the year ended 30 June 2014. For the year ended 30 June 2015 a cash bonus of $30,000 has been provisionally determined. Performance Review The performance of the director is reviewed annually by the Nomination and Remuneration Committee and/or the Board. The director is assessed on achievement of the Group’s goals and budgets applicable to the year in review. The Committee also reviews the remuneration of the director on an annual basis. The findings are reported to, and approved by, the Board. Notice periods In order to terminate the employment arrangements, executive directors are required to provide the Company with three (3) months’ written notice. Resignation On resignation, unless the Board determines otherwise, all unvested STI or LTI benefits are forfeited. Termination on notice by the Company The Company may terminate employment by providing three (3) months’ written notice or payment in lieu of the notice period based on TFR. On termination, unless the Board determines otherwise, unvested STI or LTI benefits may be exercised or paid within 30 days of notice being given. Slater and Gordon Limited Page 40 61 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 6.1 Employment Agreements: Executive Directors (continued) Redundancy If the Company terminates employment for reasons of redundancy, under Company policy a severance payment will be made of up to 12 months’ TFR. All STI and LTI benefits are either: • • released in full or on a pro-rata basis; or remain subject to performance criteria and vesting date, at the discretion of the Board with regard to the circumstances. Death or total and permanent disability On death or total and permanent disability, the Board has discretion to allow all unvested STI and LTI benefits to vest. Termination for serious misconduct The Company may immediately terminate employment at any time in the case of serious misconduct, and executive directors will only be entitled to payment of TFR up to the date of termination. On termination without notice by the Company in the event of serious misconduct: • all unvested STI or LTI benefits will be forfeited; and • any ESS instruments provided to the employee on vesting of STI or LTI awards that are held in trust, will be forfeited. Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Any executive who was one of the seven Vendor Shareholders is a party to the Vendor Shareholder Agreement released to the ASX on 21 May 2007, and is subject to minimum shareholding requirements and the consequences which flow from the cessation of their employment as a term of that agreement. Statutory entitlements Vendor Shareholders Post-employment restraints The employment agreement contains a restraint of trade provision which applies for a period of 12 months (or, in the case of a direct competitor of the Company, 24 months). 62 Slater and Gordon Limited Page 41 Annual Report 2015Slater and Gordon Limited Directors’ Report Audited Remuneration Report (continued) 6.2 Employment Agreements: Other Executive KMP The following sets out details of the employment agreements relating to other executive KMP. The terms for all other executive KMP are similar but do, on occasion, vary to suit the requirements of different countries. Length of contract All other executive KMP are on rolling contracts, which is an ongoing employment contract until notice is given by either party. Notice periods In order to terminate the employment arrangements, other executive KMP are required to provide the Company with at least three (3) months’ written notice. Resignation On resignation, unless the Board determines otherwise, all unvested STI or LTI benefits are forfeited. Termination on notice by the Company The Company may terminate employment by providing between one and three months’ written notice or payment in lieu of the notice period based on TFR. On termination, unless the Board determines otherwise, unvested STI or LTI benefits may be exercised or paid within 30 days of notice being given. Redundancy If the Company terminates employment for reasons of redundancy, under policy a severance payment will be made of up to 12 months’ TFR. All STI and LTI benefits are either: • • released in full or on a pro-rata basis; or remain subject to performance criteria and vesting date, at the discretion of the Board with regard to the circumstances. Death or total and permanent disability On death or total and permanent disability, the Board has discretion to allow all unvested STI and LTI benefits to vest. Termination for serious misconduct The Company may immediately terminate employment at any time in the case of serious misconduct, and other executive KMP will only be entitled to payment of TFR up to the date of termination. On termination without notice by the Company in the event of serious misconduct: • all unvested STI or LTI benefits will be forfeited; and • any ESS instruments provided to the employee on vesting of STI or LTI awards that are held in trust, will be forfeited. Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. Any executive who was one of the seven Vendor Shareholder is a party to the Vendor Shareholder Agreement released to the ASX on 21 May 2007, and is subject to minimum shareholding requirements and the consequences which flow from the cessation of their employment as a term of that agreement. Statutory entitlements Vendor Shareholders Post-employment restraints The employment agreement contains a restraint of trade provision which applies for a period of 12 months (or, in the case of a direct competitor of the Company, 24 months). End of Remuneration Report. Slater and Gordon Limited Page 42 63 Annual Report 2015Slater and Gordon Limited Directors’ Report Rounding of Amounts The amounts contained in the Directors’ Report and financial report have been rounded to the nearest thousand dollars (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. Signed in accordance with a resolution of the directors. John Skippen Chair Melbourne 29 September 2015 Andrew Grech Group Managing Director 64 Slater and Gordon Limited Page 43 Annual Report 2015Slater and Gordon Limited SLATER & GORDON LIMITED AND CONTROLLED ENTITIES  AUDITOR’S INDEPENDENCE DECLARATION   TO THE DIRECTORS OF SLATER & GORDON LIMITED  In relation to the independent audit for the year ended 30 June 2015, to the best of my knowledge and  belief there have been:  (i) (ii) No contraventions of the auditor independence requirements of the Corporations Act 2001; and   No contraventions of any applicable code of professional conduct.  This declaration is in respect of Slater & Gordon Limited and the entities it controlled during the year.  A R FITZPATRICK   Partner  29 September 2015  PITCHER PARTNERS  Melbourne  An independent Victorian Partnership ABN 27 975 255 196   Level 19, 15 William Street, Melbourne VIC 3000   Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms  Melbourne  |  Sydney  |  Perth  |  Adelaide  |  Brisbane  |  Newcastle  An independent member of Baker Tilly International  44  65 Annual Report 2015Slater and Gordon Limited                                                       Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2015 Note 2015 $’000 2014 $’000 Restated Revenue and other income Fee revenue – rendering of services Net movement in work in progress Services revenue Gain from bargain purchase Other income Total revenue and other income Less expenses Salaries and employee benefit expense Payments to former owners Share based payment expense to former owners Cost of sales Rental expense Advertising and marketing expense Administration and office expense Consultant fees Finance costs Bad and doubtful debts Depreciation and amortisation expense Costs associated with acquisitions Other expenses Profit before income tax expense Income tax expense Profit for the year after income tax expense Other comprehensive income, net of tax Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences - foreign operations Changes in fair value of cash flow hedges Total items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Profit for the year attributed to: Owners of the Company Non-controlling interests Total comprehensive income for the year attributed to: Owners of the Company Non-controlling interests Basic earnings per share (cents) Diluted earnings per share (cents) The accompanying notes form an integral part of these financial statements. 4 4 4 5 5 5 5 6 20(b) 20(a) 21(a) 22(a) 25 25 486,267 53,399 20,472 58,939 8,232 627,309 (263,348) (13,933) (11,506) (16,662) (27,807) (56,289) (44,195) (6,595) (11,210) (11,585) (9,945) (23,769) (15,934) 114,531 (30,728) 83,803 63,542 (409) 63,133 63,133 146,936 83,554 249 83,803 146,583 353 146,936 35.6 cents 35.3 cents 366,415 45,398 - 19,762 6,653 438,228 (200,270) (3,651) (5,379) - (22,005) (32,786) (36,391) (4,928) (7,846) (6,904) (6,955) (4,054) (11,312) 95,747 (27,511) 68,236 5,833 (307) 5,526 5,526 73,762 68,020 216 68,236 73,539 223 73,762 33.8 cents 33.2 cents 66 Slater and Gordon Limited Page 45 Annual Report 2015Slater and Gordon Limited Consolidated Statement of Financial Position As at 30 June 2015 Note 2015 $’000 Current assets Cash and cash equivalents Receivables Work in progress Current tax assets Other current assets Total current assets Non-current assets Property, plant and equipment Receivables Work in progress Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets Current liabilities Payables Short term borrowings Current tax liabilities Other current liabilities Provisions Total current liabilities Non-current liabilities Payables Long term borrowings Deferred tax liabilities Derivative financial instruments Provisions Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained profits Total equity attributable to equity holders in the Company Non-controlling interest Total equity The accompanying notes form an integral part of these financial statements. 8 9 10 6 11 12 9 10 13 6 14 15 16 6 17 18 15 16 6 18 19 20 21 22 96,985 619,855 553,177 29,041 30,022 1,329,080 31,959 79,762 272,721 1,244,964 83,356 15,179 1,727,941 3,057,021 636,522 3,753 22,556 10,985 34,487 708,303 3,121 716,600 180,508 1,621 11,875 913,725 1,622,028 1,434,993 1,098,345 82,877 253,147 1,434,369 624 1,434,993 2014 $’000 Restated 25,270 183,684 278,072 - 12,403 499,429 12,964 45,684 189,262 123,655 22,264 11,844 405,673 905,102 190,527 9,077 2,481 10,103 20,124 232,312 7,385 117,254 123,621 1,020 4,760 254,040 486,352 418,750 217,049 14,217 187,213 418,479 271 418,750 Slater and Gordon Limited Page 46 67 Annual Report 2015Slater and Gordon Limited Consolidated Statement of Changes in Equity For the Year Ended 30 June 2015 2015 Note Contributed Retained Cash Flow Foreign Share-based Total Non- Total Equity Profits Hedging Currency Payment controlling Equity Balance as at 1 July 2014 (restated) Net Profit after tax for the year Total other comprehensive income for the year 20,22(a) Total comprehensive income for the year Transactions with owners in their capacity as owners Ordinary and VCR shares issued (net) Dividends paid Transfer from share based payments reserve Recognition of share based payments expense to former owners Costs of equity raising Performance Rights Total transactions with owners in their capacity as owners Balance as at 30 June 2015 19 7 19 20 19 20 Reserve Translation Reserve $’000 (780) - $’000 10,009 - - (409) 63,438 83,554 (409) 63,438 $’000 $’000 217,049 187,213 83,554 - - - Reserve interest $’000 $’000 $’000 $’000 4,988 418,479 83,554 63,029 271 249 104 418,750 83,803 63,133 146,583 353 146,936 896,352 - - (17,620) 6,199 - (21,255) - - - - - 881,296 (17,620) - - - - - - - - - - - - - - 896,352 (17,620) (6,199) - 11,506 11,506 - (21,255) 324 324 5,631 869,307 - - - - - - - 896,352 (17,620) - 11,506 (21,255) 324 869,307 1,098,345 253,147 (1,189) 73,447 10,619 1,434,369 624 1,434,993 2014 Restated Balance as at 1 July 2013 Net Profit after tax for the year (previously reported) Total other comprehensive income for the year (previously reported) Contributed Retained Note Equity Profits Reserve $’000 $’000 212,373 132,963 $’000 (473) Translation Reserve $’000 4,183 60,946 - - 20,22(a) - - (307) 5,687 Adjustments 1(w) Total comprehensive income for the year (restated) Transactions with owners in their capacity as owners - - 7,074 - 139 68,020 (307) 5,826 Ordinary and VCR shares issued (net) (restated) 1(w),19 4,405 - Dividends paid Transfer from share based payments reserve (restated) Recognition of share based payments expense (restated) Costs of equity raising Equity contribution by non-controlling interest Total transactions with owners in their capacity as owners Balance as at 30 June 2014 (restated) 7 1(w),19 1(w),20 19 22(a) - (13,770) 391 - (120) - - - - - 4,676 (13,770) Cash Flow Foreign Share-based Total Non- Hedging Currency Payment Reserve Total Equity controlling interest $’000 $’000 $’000 $’000 349,046 161 349,207 60,946 159 61,105 5,380 7 5,387 7,213 57 7,270 73,539 223 73,762 - - - - - - - - - - - - - - 4,405 (13,770) (391) - 5,379 5,379 - - (120) - 4,988 (4,106) - - - - (113) (113) 4,405 (13,770) - 5,379 (120) (113) (4,219) 217,049 187,213 (780) 10,009 4,988 418,479 271 418,750 The accompanying notes form an integral part of these financial statements. 68 Slater and Gordon Limited Page 47 - - - - - - - - - - - - Annual Report 2015Slater and Gordon Limited Consolidated Statement of Cash Flows For the Year Ended 30 June 2015 Cash flow from operating activities Receipts from customers Payments to suppliers and employees Payments to former owners Interest received Borrowing costs Income tax paid Net cash provided by operating activities Cash flow from investing activities Payment for software development Payment for plant and equipment Costs associated with acquisition of businesses Costs associated with originating loans Payment for acquisition of businesses, net of cash in subsidiaries Payment for acquisition of businesses – deferred consideration Note 2015 $’000 4(a) 6 23(b) 520,954 (464,980) (2,592) 2,294 (8,865) (6,049) 40,762 (9,166) (13,142) (23,662) (9,464) (1,333,973) (14,720) 2014 $’000 Restated 410,142 (342,758) - 401 (5,344) (8,006) 54,435 (1,485) (3,284) (4,054) - (98,464) (18,309) Net cash used in investing activities (1,404,127) (125,596) Cash flow from financing activities Proceeds from share issue Repayment to related parties Costs of raising equity Proceeds from related parties and employees Proceeds from borrowings Repayment of borrowings Dividends paid Net cash provided by financing activities Net increase in cash held Effect of exchange rate fluctuations on cash held Cash at beginning of financial year Cash at end of financial year The accompanying notes form an integral part of these financial statements. 19 23(a) 890,939 (469) (18,438) 3,825 594,068 (43,966) (15,924) 1,410,035 46,670 25,045 25,270 96,985 - - (120) 5,247 154,770 (73,695) (9,907) 76,295 5,134 80 20,056 25,270 Slater and Gordon Limited Page 48 69 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies The following is a summary of significant accounting policies adopted by the consolidated entity in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (a) Basis of preparation of the financial report Slater and Gordon Limited is a company limited by shares, incorporated and domiciled in Australia. The consolidated financial statements comprise the Company and its controlled entities referred to in Note 30, together referred to as the Group and individually as Group Entities. This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Interpretations and other applicable authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Slater and Gordon Limited is a for-profit entity for the purpose of preparing the financial statements. The financial report was authorised for issue by the directors as at the date of the Directors’ Report. Compliance with IFRS The consolidated financial statements of Slater and Gordon Limited also comply with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). Historical cost convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Significant accounting estimates The preparation of the financial report requires the use of certain estimates and judgements in applying the entity’s accounting policies. Those estimates and judgements significant to the financial report are disclosed in Note 2. Going concern The financial report has been prepared on a going concern basis. (b) Principles of consolidation The consolidated financial statements are those of the consolidated entity, comprising the financial statements of the parent entity and of all entities which the parent entity controls. The Group controls an entity when it is exposed, 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 financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist. All inter-company balances and transactions, including any unrealised profits or losses, have been eliminated on consolidation. Subsidiaries are consolidated from the date on which control is established and are de-recognised from the date that control ceases. Non-controlling interests in the results of subsidiaries are shown separately in the consolidated statement of comprehensive income and consolidated statement of financial position. Any changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. 70 Slater and Gordon Limited Page 49 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (c) Revenue Rendering of services It is the Group’s policy to recognise revenue in accordance with the revenue recognition criteria described in AASB 118 Revenue. Revenue from rendering of services to customers is recognised upon delivery of the service to the customer. The majority of revenue from services is comprised of fees billed, with the remaining amount representing movement in work in progress and services revenue. Revenue is recognised to the extent that it is probable that the economic benefit will flow to the entity and that revenue can be reliably measured. The Group measures revenue at the fair value of the consideration received or receivable. The Group has implemented practice standards within each region to monitor the progression of individual cases, and thereby to determine the likely outcome of the transaction. The practice standards are based on the Group’s significant depth of experience in progressing the various types of legal work undertaken to conclusion. The Group renders the following key services to customers: • provision of legal services for personal injury claims; • provision of services for general law incorporating project litigation; and • provision of legal and complementary services from SGS, acquired from Quindell Plc on 29 May 2015. Refer to Business Combinations Note 31. Revenue resulting from work in progress movement Revenue includes the difference in Work In Progress value between reporting periods. The revenue recognised excludes the net movement in Work In Progress contributed by the acquisition of client matters arising from a business combination or file specific acquisition. In relation to Personal Injury legal matters, the Group identifies individual contracts at a similar stage of completion. This means that the rights and obligations contained in each contract do not vary materially from one contract to another in each category of work that the Group typically performs for clients. The measurement of this component of revenue is based upon: • • • the estimate of fees upon completion of the matter; the probability of the success of the matter; and the percentage of completion of the matter. On an individual client matter basis this means that as Work in Progress increases on a client matter, the increase in Work in Progress is recorded as a revenue item. When a matter is finalised, the full amount of the actual fees for services is invoiced or billed to the client and recorded as revenue. This is then offset by the work in progress matter being written back to nil (recognised as a negative revenue amount) neutralising the previously recorded revenue. Provision of legal and other services resulting from Slater Gordon Solutions Legal Services These services relate to road traffic accident (“RTA”), employee liability/public liability (“ELPL”) and noise induced hearing loss (“NIHL”) cases. Revenue is recognised by stage of completion, consistent with the treatment outlined above for provision of services from personal injury claims. Other services include replacement vehicle hire, vehicle repair, provision of medical reports and rehabilitation. Vehicle hire and repair Revenue relating to car hire, repair and claims management services is measured at the fair value of the consideration receivable, net of Value Added Tax (“VAT”) and other sales taxes. Revenue is recognised when services are provided, including an appropriate proportion of any services that are in progress at the reporting date. It is recognised only when it can be estimated reliably. Slater and Gordon Limited Page 50 71 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (c) Revenue (continued) Hire revenue is recognised on a stage of completion basis as it is accrued on a daily basis for each day that the vehicle is on the road with the client. Revenue and costs are accrued on each specific vehicle at the GTA (the Association of British Insurers General Terms of Agreement for credit hire arrangements) or contracted rates. The benefit of the service to the customer is generated over time and the ability to estimate the stage of completion is high given it is based on actual days and known rates. Vehicle repair revenue is recognised on a ‘significant act’ basis whereby the significant act is the completion of a repair. At this point the obligation is fulfilled. The corresponding cost of repair is also recognised at this point. Administration fee revenue on car hire/repair as set under the GTA is recognised at the start of the respective service. Medical Reports and Services Revenue is earned from the procurement of medical reports and other services. The instructing party will request SGS to procure a service. An appointment is arranged with a third party medical practitioner. The significant event for revenue recognition is considered to be the attendance at the appointment of the instructing party’s client. At this point there is certainty over the outcome. Therefore, medical reports revenue is recognised once an appointment has been attended as this is considered to be the significant act in accordance with AASB 118. Rehabilitation Services Revenue is recognised when the initial assessment appointment has been attended as this is considered to be the ‘significant act’. The medical practitioner will confirm the course of treatment required in the initial assessment. For rehabilitation, the instructing party is liable for the costs as they have instructed the services on behalf of an individual. Interest Revenue Interest revenue is recognised when it becomes receivable on a proportional basis taking into account the interest rates applicable to the financial assets. Other revenue Other revenue is recognised when the right to receive the revenue has been established. All revenue is stated net of the amount of goods and services tax (“GST”) or UK equivalent value added tax (“VAT”). (d) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held at call with banks and short-term deposits with an original maturity of three months or less. Bank overdrafts are shown within short-term borrowings in current liabilities on the consolidated statement of financial position. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding banking overdrafts. (e) Disbursements Disbursements are only recognised when it is assessed that a reimbursement will be received from the client or on his or her behalf. The disbursements are treated as a separate asset. The amount recognised for the expected reimbursement does not exceed the relevant costs incurred. The amount of any expected reimbursement is reduced by an allowance for non-recovery based on past experience. (f) Property, plant and equipment Property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. Recoverable amount is the higher of fair value less costs of disposal and value in use. Value in use is based on estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. 72 Slater and Gordon Limited Page 51 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (f) Property, plant and equipment (continued) Depreciation Land is not depreciated. The depreciable amounts of all other property, plant and equipment are depreciated over their estimated useful lives, commencing from the time the asset is held ready for use. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The depreciation rates used for each class of assets are: Class of fixed asset Plant and equipment Low value asset pool Depreciation rates Depreciation method 5.00 – 66.67% Straight Line and Diminishing Value 18.75 – 37.50% Diminishing value An asset’s residual value and useful life is reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Any impairment losses are recognised in the profit or loss. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the profit or loss. (g) Leases Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Finance leases Leases of fixed assets, where substantially all of the risks and benefits incidental to ownership of the asset, but not the legal ownership, are transferred to the consolidated entity are classified as finance leases. Finance leases are capitalised, recording an asset and liability equal to the fair value or, if lower, the present value of the minimum lease payments, including any guaranteed residual values. The interest expense is calculated using the interest rate implicit in the lease and is included in finance costs in the statement of comprehensive income. Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely the consolidated entity will obtain ownership of the asset, or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Operating leases Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the consolidated statement of comprehensive income on a straight-line basis over the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease. (h) Work in progress (“WIP”) Work in progress represents client cases which have not yet reached a conclusion and comprises personal injury cases, services performed ancillary to personal injury cases, non-personal injury cases and project litigation cases. The Group allocates work in progress between current and non-current classifications based on a historical analysis of the Group’s work in progress balances and velocity rates to determine expected timing of settlements. Refer Note 1(w) regarding changes to account classification during the financial year ended 30 June 2015. Work in progress arising from legal services performed by Slater and Gordon Lawyers Work in progress is carried at either cost or it may include profit recognised to date based on the value of work completed. The following are the methodologies adopted for each division in determining the value of work in progress: Personal Injury Law work in progress Slater and Gordon Limited Page 52 73 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (h) Work in progress (“WIP”) (continued) Personal injury law work in progress is measured using the regional practice standards applicable to each region established by the Group to determine the stage of completion using a methodology: a) b) to examine the nature and extent of work performed for individual cases; and to identify services performed to date as a percentage of total services to be performed. The regional practice standards incorporate value pricing and fixed fee valuations, applying a probability of success factor, making allowance for the “No Win No Fee” conditional fee arrangements, under which the Personal Injury practice operates. The Group conducts a detailed review of the stage of completion calculations for all cases on a half-yearly basis. When necessary, the Group revises the estimates of revenue for the services performed. The need for such revisions does not necessarily indicate that the outcome of the transaction cannot be estimated reliably, rather it implicitly includes some estimation uncertainty. (Refer Note 2(b) Critical Accounting Estimates and Judgments – Work in progress.) General Law work in progress For estate, probate, industrial law, commercial law and funded project litigation matters, time records and historical levels of fees billed are used in determining the value of work completed. Project litigation work in progress Project litigation matters are defined as any matters where total professional fees and/or disbursements are likely to exceed $1.0 million over the course of the conduct of the matter(s). Work in progress in project litigation matters is recognised on self-funded project litigation matters for which a favourable outcome is considered probable. For such projects, work in progress is initially valued at costs incurred less a discount for the likely recovery of those costs. Cost includes both variable and fixed costs directly related to cases and those that can be attributed to case activity and that can be allocated to specific projects on a reasonable basis. Where a project litigation matter has reached partial or full settlement and an enforceable agreement to recover the professional fees exists, work in progress is valued at the settled fee amount and discounted for percentage file completion, and the probability of the full fee being collected. Project litigation matters that are not expected to be realised within twelve months are classified as non-current. Work in progress arising from services provided by Slater Gordon Solutions Legal Services Revenue from work in progress from non-hearing loss files (RTA, ELPL) is recognised based on the following key milestones on a matter. i) ii) Validation – this is the initial stage of the case; Collation pre-med – matters with claim notification form (“CNF”) submitted, but pre-receipt of medical report; iii) Collation post-med – medical report received, but prior to submission of settlement pack; iv) Valuation – settlement pack submitted, but prior to issue of proceedings; and v) Issue – post issue of proceedings. The measurement of this component of revenue is consistent with the Group approach for valuing WIP based on average fees, probability of success and percentage completion. No value of work in progress has been recognised for Noise Induced Hearing Loss (“NIHL”) files as the amount of revenue cannot at this stage (30 June 2015) be measured reliably. 74 Slater and Gordon Limited Page 53 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (h) Work in progress (“WIP”) (continued) Vehicle hire and repair Work in progress is recognised for the following transactions: i) ii) Incomplete WIP – where a car hire is still in use; and Billing not completed – this occurs where the car hire has been returned or repairs completed where the invoice is still outstanding (due to the time period required for all documentation to be in place before it is issued). Work in progress is recognised based on the probable inflow of economic benefits flowing to the entity which occurs before settlement by the insurer. Settlement could take considerable time to recover. A dilution rate is applied on the invoice to recognise the fact that there may be a settlement adjustment with the insurer if the insurer disputes any costs. This also takes into account the fact that some cases may not be ‘no fault’. Medical reports and rehabilitation services Work in progress is recognised when an appointment has been attended. The amount will remain in work in progress until the discharge form has been received at which point the rehabilitation service is invoiced. This value remains in work in progress until the number of sessions required is known at which point the invoice is raised. Work in progress is calculated based on the average amount charged out, based on historic cases less a historic dilution factor applied to reflect the fact that not all amounts will be billed. For medical reports, the work in progress balance is calculated when the appointment is attended. (i) Business combinations A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses and results in the consolidation of the assets and liabilities acquired. Business combinations are accounted for by applying the acquisition method. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquired. Deferred consideration payable is measured at fair value. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Goodwill is recognised initially at the excess over the aggregate of the consideration transferred, the fair value of the non-controlling interest, and the acquisition date fair value of the acquirer’s previously held equity interest (in case of step acquisition), less the fair value of the identifiable assets acquired and liabilities assumed. If the fair value of the acquirer's interest is greater than the aggregate of the consideration transferred, the fair value of the non-controlling interest, and the acquisition date fair value of the acquirer’s previously held equity interest (in case of step acquisition), the gain is immediately recognised in the profit or loss as gain from bargain purchases. In conjunction with the business combination transaction there may be a transfer of assets between controlled entities as part of restructuring the acquired business. The parent accounts for such transfers through reallocation of the cost of the investments in its statement of financial position. Acquisition related costs are expensed as incurred. Refer to Note 1(w) for the accounting policy change in respect of accounting for business combinations. (j) Intangibles and goodwill Software development costs Expenditure on research activities is recognised as an expense in the period in which it is incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the entity is able to use or sell the asset; the entity has sufficient resources and intent to complete the development and its costs can be measured reliably. Capitalised development expenditure is stated at cost less accumulated amortisation. Amortisation is calculated using a straight-line method to allocate the cost of the intangible assets over their estimated useful lives. Amortisation commences when the intangible asset is available for use. Slater and Gordon Limited Page 54 75 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (j) Intangibles and goodwill (continued) Software development costs are carried at cost less accumulated amortisation and any accumulated impairment losses. These assets have been assessed as having a finite useful life and once operating in the Group are amortised over the useful life of 5-8 years. Trademarks and Brand names Trademarks acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). The fair value of trademarks is based on the discounted estimated royalty payments that have been avoided as a result of the trademark being owned. Trademarks are carried at cost less accumulated amortisation and any accumulated impairment losses. Trademarks that have been assessed as having a finite useful life are amortised over their finite life. Brand names acquired as part of the acquisition of Slater Gordon Solutions have been carried at cost. These brand names have been assessed as having an indefinite useful life, therefore no amortisation is applicable. Customer relationships The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows. They are assessed as having a finite useful life and are amortised over their useful life. Goodwill Goodwill is initially measured as the excess over the aggregate of the consideration transferred, the fair value (or proportionate share of net assets value) of the non-controlling interest, and the acquisition date fair value of the acquirer’s previously held equity interest (in case of step acquisition), less the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortised, but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is carried at cost less any accumulated impairment losses. (k) Impairment of non-financial assets Goodwill, intangible assets not yet ready for use and intangible assets that have an indefinite useful life are not subject to amortisation and are therefore tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Assets subject to annual depreciation or amortisation are reviewed for impairment whenever events or circumstances arise that indicates that the carrying amount of the asset may be impaired. An impairment loss is recognised where the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is defined as the higher of its fair value less costs of disposal and value in use. For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). (l) Taxation Taxation consists of income tax, Goods and Services Tax (“GST”) and Value Added Tax (“VAT”). Income tax Income tax expense comprises current and deferred tax. Current tax Current income tax expense or benefit is the tax payable / receivable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax loses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group operates and generates taxable income. 76 Slater and Gordon Limited Page 55 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (l) Taxation (continued) Deferred tax Deferred tax assets and liabilities are recognised for temporary differences at the applicable tax rates when the assets are expected to be recovered or liabilities are settled. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, and at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Current and deferred tax for the year are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Tax consolidation (applicable to Australian entities only) The Company and its wholly-owned Australian domiciled entities except for Slater & Gordon Lawyers listed in Note 30 have implemented the tax consolidation legislation and have formed a tax-consolidated group from 28 April 2011. As a consequence, the Company and its controlled entities which comprise the tax consolidated group are taxed as a single entity. New Australian domiciled entities acquired during the current year have joined the tax consolidation group from the date of acquisition (refer to Note 31). The head entity within the tax consolidated group is Slater and Gordon Limited. The parent entity and subsidiaries in the tax-consolidated group have entered into a tax funding arrangement such that each entity in the tax-consolidated group recognises the assets, liabilities, expenses and revenue in relation to its own transactions, events and balances only. This means that: • • the parent entity recognises all current and deferred tax amounts relating to its own transactions, events and balances only; the subsidiaries recognise current or deferred tax amounts arising in respect of their own transactions, events and balances; • current tax liabilities and deferred tax assets arising in respect of tax losses are transferred from the subsidiary to the head entity as inter-company payables or receivables. The tax-consolidated group also has a tax sharing agreement in place to limit the liability of subsidiaries in the tax- consolidated group arising under the joint and several liability requirements of the tax consolidation system. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. Goods and Services Tax (“GST”) and Value Added Tax (“VAT”) Revenue, expenses and assets are recognised net of the amount of GST/VAT, except where the GST/VAT incurred is not recoverable from the Australian Taxation Office (“ATO”), UK Her Majesty’s Revenue and Customs (“HMRC”) or Malta Inland Revenue (“MIR”) and is therefore recognised as part of the asset’s cost or as part of the expense item. Receivables and payables are stated inclusive of GST/VAT. The net amount of GST/VAT recoverable from, or payable to, the ATO/HMRC/MIR is included as part of receivables or payables in the consolidated statement of financial position. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST/VAT component of investing and financing activities, which are disclosed as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the relevant taxation authority. Slater and Gordon Limited Page 56 77 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (m) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of past events, for which it is probable that an outflow of economic benefits will result in an amount that can be reliably measured. A provision for solicitor liability claims is made for the potential future cost of claims brought against the Group by former clients. The provision is determined by including the estimated maximum amount payable by the Group under its Professional Indemnity Insurance Policy on all claims notified to its insurer. (n) Employee Benefits Short-term employee benefit obligations Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at the amounts based on remuneration rates which are expected to be paid when the liability is settled. The expected cost of short-term employee benefits in the form of compensated absences such as annual leave and accumulated sick leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. Long-term employee benefit obligations The provision for employee benefits in respect of long service leave and annual leave payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. These estimated future cash flows have been discounted using market yields, at the reporting date, on corporate bonds with matching terms to maturity. Employee benefit obligations are presented as current liabilities in the consolidated statement of financial position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur. Defined contribution superannuation plan The Group makes contributions to defined contribution superannuation plans in respect of employee services rendered during the year. These superannuation contributions are recognised as an expense in the same period when the employee services are received. Bonus plan The Group recognises a provision when a bonus is payable in accordance with the employee’s contract of employment and the amount can be reliably measured. Termination benefits Termination benefits are payable when employment of an employee or group of employees is terminated before the normal retirement date, or when the entity provides termination benefits as a result of an offer made and accepted in order to encourage voluntary redundancy. The Group recognises a provision for termination benefits when the entity can no longer withdraw the offer of those benefits, or if earlier, when the termination benefits are included in a formal restructuring plan that has been announced to those affected by it. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted and presented as non-current liabilities. (o) Share-based payment transactions Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The consolidated entity operates share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 27. In respect of share-based payments that are dependent on the satisfaction of performance conditions, the number of shares and options expected to vest is reviewed and adjusted at each reporting date. The amount recognised for services received as consideration for these equity instruments granted is adjusted to reflect the best estimate of the number of equity instruments that eventually vest. 78 Slater and Gordon Limited Page 57 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (o) Share-based payment transactions (continued) Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. The Group operates an Employee Ownership Plan (“EOP”). The EOP allows employees to purchase Vesting Convertible Redeemable (“VCR”) shares in the Company by way of an interest-free loan. Per the policy, the loan has been recorded as a financial instrument. • The VCR shares vest over a specified period of time. At the time of vesting, VCR shares convert into ordinary shares with disposal restrictions. The terms and conditions of these shares are further described at Note 27. • The value of the benefit received by an employee from issue of the VCR shares is assessed as the difference between the value of the VCR shares at the date of issue and the present value of the amount payable by the employee for purchase of the VCR shares. In accordance with AASB 2 Share-based Payment, the benefit is expensed on a proportional basis over the period from issue date to the date on which the employee becomes unconditionally entitled to the full benefit of ownership of the shares. In 2015 the Equity Incentive Plan (“EIP”) has been introduced to replace the EOP without prejudice to the rights of current participants in the EOP. Refer to Note 27 for more details. (p) Borrowing costs Borrowing costs can include interest expense, finance charges in respect of finance leases, amortisation of discounts or premiums, ancillary costs relating to borrowings, and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. Borrowing costs are expensed in the period which they are incurred, except for borrowing costs incurred as part of the cost of the construction of a qualifying asset which are capitalised until the asset is ready for its intended use or sale. (q) Financial instruments Classification The Group has financial instruments in the following category: loans and receivables. The classification depends on the purpose for which the instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Non-derivative financial instruments Non-derivative financial instruments consist of investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are initially recognised at fair value, plus directly attributable transaction costs (if any), except for instruments recorded at fair value through profit or loss. After initial recognition, non-derivative financial instruments are measured as described below. Loans and receivables Loans and receivables are non-interest bearing, non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The loans are initially recognised based on fair value plus directly attributable transactions costs and are subsequently stated at amortised cost using the effective interest rate method. Impairment of financial assets Financial assets are tested for impairment at each financial year end to establish whether there is any objective evidence of impairment. Slater and Gordon Limited Page 58 79 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (q) Financial instruments (continued) For loans and receivables or held-to-maturity investments carried at amortised cost, impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The amount of the loss reduces the carrying amount of the asset and is recognised in profit or loss. The impairment loss is reversed through profit or loss if the amount of the impairment loss decreases in a subsequent period and the decrease can be related objectively to an event occurring after the impairment was recognised. Financial liabilities Financial liabilities include trade payables, other creditors and loans from third parties including loans from or other amounts due to director-related entities. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Non-interest bearing financial liabilities for deferred cash consideration on the acquisition of acquired firms is measured at amortised cost using the effective interest rate method. The implied interest expense is recognised in profit and loss. Derivative financial instruments The Group designates certain derivatives as either: • hedges of fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or • hedges of highly probable forecast transactions (cash flow hedges). The Group currently has cash flow hedges only, relating to interest rate risk management. At the inception of the transaction the relationship between hedging instruments and hedged items, as well as the Group’s risk management objective and strategy for undertaking various hedge transactions are documented. It is the Group’s policy to hedge a portion of its exposure in order to minimise the impact of an adverse change in interest rates that the Group is subject to. Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flow hedged items, are also documented. Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated statement of comprehensive income, together with any changes in the fair value of hedged assets or liabilities that are attributable to the hedged risk. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated statement of comprehensive income. Amounts accumulated in the hedge reserve in equity are transferred to the consolidated statement of comprehensive income in the periods when the hedged item will affect profit and loss. (r) Segment reporting Determination and presentation of operating segments The Group determines and presents operating segments based on the information that is internally provided to the Group Managing Director, who is the Group’s chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other 80 Slater and Gordon Limited Page 59 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (s) Foreign currency translations and balances components. All operating segment results are regularly reviewed by the Group’s Managing Director to make decisions about resources to be allocated to the segment and to assess its performance. Refer to Note 3 for details on how management determines the operating segments. Segment results that are reported to the Group Managing Director include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Functional and presentation currency The financial statements of each entity within the consolidated entity are measured using the currency of the primary economic environment in which that entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars which is the consolidated entity’s functional and presentation currency. Transactions and balances Transactions in foreign currencies of entities within the consolidated group are translated into functional currency at the rate of exchange ruling at the date of the transaction except for the foreign operations disclosed below. Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year. Except for certain foreign currency hedges, all resulting exchange differences arising on settlement or re-statement are recognised as revenues and expenses for the financial year. Foreign operations Entities that have a functional currency different to the presentation currency are translated as follows: • assets and liabilities are translated at the closing rate on reporting date; • income and expenses are translated at actual exchange rates or average exchange rates for the period, unless the exchange rate fluctuated significantly during the period, in which case the exchange rates at the dates of the transactions are used; and • all resulting exchange differences are recognised in other comprehensive income, a separate component of equity. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. (t) Earnings per share Basic earnings per share (“EPS”) is calculated as net profit attributable to ordinary equity holders of the Company divided by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated as net profit attributable to ordinary equity holders of the Company divided by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the year. (u) Comparatives Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures. Comparatives have also been updated for changes in accounting policies as described in Note 1(w) below. (v) Rounding of amounts The parent entity and the consolidated entity have applied the relief available under ASIC Class Order CO 98/0100 and accordingly, amounts in the consolidated financial statements and Directors’ Report have been rounded off to the nearest thousand dollars, or in certain cases, to the nearest dollar. Slater and Gordon Limited Page 60 81 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (w) Changes in accounting policies adopted by the Group Change to accounting for business combinations The Group has reassessed its accounting treatment of deferred consideration payable in the context of its acquisition of legal service practices. This reassessment has taken into account an analysis of historical acquisitions in Australia and the United Kingdom where cash and share-based consideration payable to the vendor principals of businesses acquired by the Group is deferred. Historically, all cash payments and share issues to vendors, whether restrained, deferred, contingent or otherwise, have been treated as consideration for the relevant business acquisition. The Group has now carefully considered the appropriate treatment of these payments in light of the evolving interpretation of AASB 3 Business Combinations with regard to the treatment of specific components of deferred consideration. An assessment has been made in relation to those arrangements that include contingent consideration to vendors of the business that are subject to so-called “bad leaver” provisions. Included in the terms of a number of purchase agreements entered into by the Group is an arrangement whereby the payment of cash consideration to and/or the retention of share-based consideration by the vendors of acquired entities is contingent upon the relevant vendors remaining with the Group for a defined period. If a vendor ceases to remain with the Group for the prescribed period, the vendor may forfeit its entitlement to payment of the cash consideration and/or its ability to retain its share-based consideration, at the discretion of the Group. In light of the evolving interpretation of AASB 3 within the accounting profession, we now take the view that such arrangements will be deemed to be “separate transactions” for accounting purposes, the effect of which is that they are treated as payments to former owners, to be expensed in accordance with other applicable Australian Accounting Standards. The effect of these changes to the financial statements for the year ended 30 June 2014 is outlined as follows: Impact on consolidated comprehensive income of the restatement of business acquisition accounting (Previously reported) $’000 Restatements $’000 30/06/2014 30/06/2014 (Restated) $’000 Gain from bargain purchase Payments to former owners Share based payment expense to former owners - 19,762 19,762 - - (3,651) (3,651) (5,379) (5,379) Finance cost – decrease Income tax expense – increase (8,412) 566 (7,846) (23,344) (4,167) (27,511) Profit for the year – increase 61,105 7,131 68,236 Profit for the year attributable to: Owners of the Company – increase Non-controlling interests – increase Increase in other comprehensive income, net of tax Increase in other comprehensive income for the year attributable to: Owners of the Company Non-controlling interests 60,946 7,074 68,020 159 5,387 57 216 139 5,526 66,326 7,213 166 57 73,539 223 33.80 33.20 Page 61 Effect on basic earnings per share (cents) 30.30 3.50 Effect on diluted earnings per share (cents) 29.80 3.40 82 Slater and Gordon Limited Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (w) Changes in accounting policies adopted by the Group (continued) Impact on assets, liabilities and equity as at 30 June 2014 (Previously reported) $’000 Restatements $’000 30/06/2014 Work in progress - decrease Intangible assets - decrease Deferred tax assets - decrease Payables – decrease Current tax liability – increase Current provisions – increase Deferred tax liability – decrease Share capital – decrease Reserves – increase Retained profits – increase Non-controlling interest - increase 473,339 130,190 26,985 (6,005)* (6,535)* (4,721) 214,037 (16,125) 1,960 16,468 124,604 521 3,656 (983) 233,638 (16,589) 9,090 180,139 214 5,127 7,074 57 30/06/2014 (Restated) $’000 467,334** 123,655 22,264 197,912 2,481 20,124 123,621 217,049 14,217 187,213 271 *Includes the impact of the finalisation of acquisition accounting for Pannone of $6,005,000 decrease in WIP and $1,110,000 increase in intangible assets. **Additional restatements to reclassify the WIP balance between current and non-current are discussed below. Classification of Work In Progress and Disbursements Historically, all of the Group’s work in progress and disbursement balances have been classified as current assets in the consolidated statement of financial position, with the exception of the work in progress of the Group’s Project Litigation practice which included a current and non-current component. The work in progress on the Group’s Personal Injury Law (“PIL”) matters were historically assessed as being capable of being resolved at any stage of the matters process and therefore all work in progress and disbursements on PIL matters were classified as current assets in the consolidated statement of financial position. The Group has reassessed the classification of its work in progress and disbursement balances in the consolidated statement of financial position as at 30 June 2015. A historical analysis of the Group’s work in progress balances and historical file velocity rates were used to form a view on the expected timing of settlements. The Group carefully considered the appropriate accounting as to this analysis and the applicable Australian Accounting Standards. As a result of this reassessment, the Group has made adjustments to the presentation of its work in progress and disbursement balances to include a current and non-current classification in the consolidated statement of financial position as at 30 June 2015. The Group has also reclassified comparative balances in the consolidated statement of financial position as at 30 June 2014 to assist users in reviewing trends across the two reporting periods. It is not practicable to restate earlier periods. Slater and Gordon Limited Page 62 83 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (w) Changes in accounting policies adopted by the Group (continued) The effect of these changes to the financial statements for the year ended 30 June 2014 is outlined as follows: Impact on Work in Progress balance as at 30 June 2014 (Previously reported) $’000 Restatements $’000 30/06/2014 30/06/2014 (Restated) $’000 Current assets Non-personal injury Personal injury Project litigation Non-current assets Non-personal injury Personal injury Project litigation 16,412 453,091 1,106 470,609 - - 2,730 2,730 (1,681) (190,856) - (192,537) - 186,532 - 186,532 14,731 262,235 1,106 278,072 - 186,532 2,730 189,262 Impact on Disbursement balance as at 30 June 2014 (Previously reported) $’000 Restatements $’000 30/06/2014 30/06/2014 (Restated) $’000 Current assets Disbursements Allowance for non-recovery Non-current assets Disbursements Allowance for non-recovery 133,927 (7,717) 126,210 - - - (51,857) 6,173 (45,684) 51,857 (6,173) 45,684 82,070 (1,544) 80,526 51,857 (6,173) 45,684 (x) Adoption of new and amended accounting standards The Group has adopted all the new mandatory standards and interpretations for the current reporting period. The adoption of these standards and interpretations did not result in a material change on the reported results and position of the Group, other than as identified in Note 1(w), as they did not result in any changes to the Group’s existing accounting policies. (y) Accounting standards issued but not yet effective at 30 June 2015 AASB 15 Revenue from contracts with customers AASB 15 is operative for annual reporting periods beginning on or after 1 January 2017. AASB 15 specifies the accounting for an individual contract with a customer, also recognising that the requirements of the standard may be applied to a portfolio of contracts for performance obligations with similar characteristics, if the entity reasonably expects that the effects on the financial statements of applying the standard to the portfolio would not differ materially from applying this standard to the individual contracts (or performance obligations) within that portfolio. AASB 15 introduces a five step process for revenue recognition with the core principle being for entities to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the entity expects to be entitled in exchange for those goods or services. The five step approach is as follows: • Step 1: Identify the contracts with the customer; • Step 2: Identify the separate performance obligations; • Step 3: Determine the transaction price; 84 Slater and Gordon Limited Page 63 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 1: Statement of Significant Accounting Policies (continued) (y) Accounting standards issued but not yet effective at 30 June 2015 (continued) • Step 4: Allocate the transaction price; and • Step 5: Recognise revenue when a performance obligation is satisfied. AASB 15 will also result in enhanced disclosures in relation to revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The Group currently determines the stage of completion based on a methodology which identifies services performed to date as a percentage of total services to be performed for an outcome to be rendered in the case. A thorough reassessment of the valuation methodology within all practice areas in each region is being undertaken to determine the full impact of the standard. The evaluation is in progress at the time of reporting and will be completed to facilitate the Group’s intended early adoption of AASB 15 in the financial year ending 30 June 2016. AASB 9 Financial instruments Significant revisions to the classification and measurement of financial assets, reducing the number of categories and simplifying the measurement choices, including the removal of impairment testing of assets measured at fair value. The amortised cost model is available for debt assets meeting both business model and cash flow characteristics tests. All investments in equity instruments using AASB 9 are to be measured at fair value. Chapter 6 Hedge Accounting supersedes the general hedge accounting requirements in AASB 139 Financial Instruments: Recognition and Measurement, which many consider to be too rules-based and arbitrary. Chapter 6 requirements include a new approach to hedge accounting that is intended to more closely align hedge accounting with risk management activities undertaken by entities when hedging financial and non-financial risks. Some of the key changes from AASB 139 are as follows: • to allow hedge accounting of risk components of non-financial items that are identifiable and measurable (many of which were prohibited from being designated as hedged items under AASB 139); • changes in the accounting for the time value of options, the forward element of a forward contract and foreign- currency basis spreads designated as hedging instruments; and • modification of the requirements for effectiveness testing (including removal of the ‘brightline’ effectiveness test that offset for hedging must be in the range 80%-125%). Revised disclosures about an entity’s hedge accounting have also been added to AASB 7 Financial Instruments: Disclosures. Impairment of assets is now based on expected losses in AASB 9 which requires entities to measure: • • the 12-month expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument. The effective date is annual reporting periods beginning on or after 1 January 2018. AASB 9 is expected to be applied when it becomes effective. Slater and Gordon Limited Page 64 85 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 2: Critical Accounting Estimates and Judgements In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. The areas involving significant estimates or judgements are: (a) Impairment of goodwill Goodwill is allocated to cash generating units (“CGU’s”) according to applicable business operations. CGUs for the purposes of impairment testing are: 1. 2. 3. 4. 5. Australia – Personal Injury Law (“AUS – PIL”) Australia – General Law (“AUS – GL”) UK – Personal Injury Law (“UK – PIL”) UK – General Law (“UK – GL”) Slater Gordon Solutions (“SGS”) During the current financial year the Group acquired several new entities within Australia and the UK, as a result of the significant geographical expansion of the Group and expansion of business activities; additional CGUs have been identified and the Group now allocates the UK subsidiaries into two CGUs being UK - PIL and UK - GL. SGS has been identified as its own CGU due to the different revenue streams and independent cash flows. Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise. Refer to Note 13. (b) Work in progress (“WIP”) WIP is the balance of cases not yet billed at the end of the reporting period. The Group measures WIP based on the estimated fees likely to be rendered to the client multiplied by the percentage stage of completion at the reporting date adjusted for the probability of success. To determine the probability of success of a case the Group takes into account past history of similar cases and a level of judgement is required based on experience and historical performance of similar matters. Refer to Note 10. The stage of completion valuation methodology incorporates best estimates of expected revenue and the percentage of total services completed to date. The expected revenue is based on the expected fee for the nature of the legal service provided with reference to internal and external (where available) historical and forecast fee levels. The percentage of completion and probability of success is made with reference to internal and external (where available) information and experience, and having regard to where a file is in its life cycle. The Group conducts detailed reviews of all case files on a half-yearly basis and revises calculations based on estimates of revenue and stage of completion as necessary. While the Group remains satisfied that the valuation methodology applied to work in progress is robust and supported by historical trends, it acknowledges that the actual amount billed may vary from the estimated amounts previously recognised. However, the Group does not anticipate any material variation in the amounts recognised. In addition, when new businesses are acquired, there is a transition period during which time the Group’s practices and procedures are embedded into the operations of the new business. Therefore the valuation of work in progress acquired in a business combination may be adjusted during the period of provisional accounting for the acquisition. (c) Provisional accounting Provisional accounting is applied by the Group to account for business combinations when the initial accounting is incomplete at the end of the reporting period. By its nature provisional accounting involves estimates and judgements based on the information available to the Group at the end of the reporting period, while it continues to seek information about facts and circumstances that existed as of the acquisition date. (d) Income tax Deferred tax assets and liabilities are based on the assumption that no adverse change will occur in the income tax legislation both in Australian and the UK and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. 86 Slater and Gordon Limited Page 65 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 2: Critical Accounting Estimates and Judgements (continued) (d) Income tax (continued) Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Refer to Note 6. (e) Fair value measurements A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2: inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3: inputs for the asset or liability that are not based on observable market data. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. Further information about the assumptions made in measuring fair values is included in the following Notes: • Note 27 – Share-based payment arrangements • Note 31 – Business combinations • Note 32 – Financial risk management • Note 33 – Fair value measurements (f) Determination and fair value of intangibles in a business combination The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method (“MEEM”) whilst the fair value of trademarks acquired in a business combination is based on a relief from royalties approach. These methods require estimates by management of future income streams, applicable royalty rates and discount rates. Refer to Note 31. (g) Principal vs agent SGS Motor Services provides car hire and repair services for not at fault clients, and the Group acts as a principal: • Although the services are provided by third party suppliers, the Group has the primary responsibility to ensure that the services have been delivered to the clients. • The Group cannot vary the prices set by the supplier, as it is governed by an industry framework. • The Group collects the revenue from the customer and bears all credit risk. Revenue resulting from car hire and repair services within SGS Motor Services is recognised on a gross basis. (h) Provision for solicitor liability Provision for Solicitor Liability claims relates to open claims and potential future claims as identified at end of the reporting period. Estimates of the provision is determined based on historical data, taking into account the nature of the existing claim and expected reimbursed expense will be included. The provision determined includes the estimated maximum amount payable by the Group. Refer to Note 18. Slater and Gordon Limited Page 66 87 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 3: Segment Reporting The Group has three operating segments, as described below, which are the Group’s strategic business units. Each strategic business unit is managed separately. For each of the strategic business units, the Group Managing Director reviews internal management reports on a monthly basis. The following summary describes each of the Group’s reportable segments: • Slater and Gordon Australia (“AUS”) – includes the parent company Slater and Gordon Limited and its subsidiaries in Australia. This segment conducts a range of legal services within the geographical area of Australia. This segment also includes investments in the Group’s other segments, and borrowings and capital raising activities to finance investment and operations of the combined Group. There is a recharge of ongoing management support to the other segments in the Group. • Slater and Gordon UK (“UK”) – includes the Group’s operations, conducting a range of legal services in the United Kingdom. The segment also includes the investment in SGS. • Slater Gordon Solutions (“SGS”) – represents the newly acquired business assets/entities from Quindell Plc, offering legal services relating to road traffic accidents, employee liability and noise induced hearing loss. This segment also provides complementary services in health and motor services. Segment assets are allocated to countries based on where the assets are located. 2015 Total segment revenue Inter-segment revenue Revenue from external customers Earnings before interest, tax, depreciation and amortisation Interest revenue Interest expense Depreciation and amortisation Income tax (expense) / benefit Net profit/(loss) after income tax Segment assets Total segment assets* Inter-segment assets Total assets per the balance sheet Segment liabilities Total segment liabilities Inter-segment liabilities Total liabilities per the balance sheet *Additions to non-current assets AUS $’000 321,632 (7,349) 314,283 73,996 2,997 (6,355) (5,712) (19,239) 45,687 760,669 (118,305) 642,364 340,922 - 340,922 UK $’000 275,845 - 275,845 63,797 272 (4,851) (4,024) (12,452) 42,742 1,666,549 (27,055) 1,639,494 992,153 (118,305) 873,848 12,042 Property, plant and equipment 1,009,698 Intangibles, including goodwill 1,021,740 Total additions to non-current assets **Net loss after tax represents the period from 29 May 2015 (date of acquisition) to 30 June 2015. 7,837 5,152 12,989 SGS $’000 37,181 - 37,181 (5,376) - (4) (209) 963 (4,626)** Total $’000 634,658 (7,349) 627,309 132,417 3,269 (11,210) (9,945) (30,728) 83,803 775,163 - 775,163 3,202,381 (145,360) 3,057,021 434,313 (27,055) 407,258 1,767,388 (145,360) 1,622,028 5,086 71,355 76,441 24,965 1,086,205 1,111,170 88 Slater and Gordon Limited Page 67 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 3: Segment Reporting (continued) 2014 Restated Total segment revenue Inter-segment revenue Revenue from external customers Earnings before interest, tax, depreciation and amortisation Interest revenue Interest expense Depreciation and amortisation Income tax expense Net profit after income tax Segment assets Total segment assets* Inter-segment assets Total assets per the balance sheet Segment liabilities Total segment liabilities Inter-segment liabilities Total liabilities per the balance sheet *Additions to non-current assets Property, plant and equipment Intangibles, including goodwill Total additions to non-current assets AUS $’000 241,256 (5,467) 235,789 56,683 1,584 (5,142) (3,450) (16,253) 33,422 614,766 (114,240) 500,526 UK $’000 202,439 - 202,439 52,036 245 (2,704) (3,505) (11,258) 34,814 404,576 - 404,576 235,961 - 235,961 364,631 (114,240) 250,391 949 2,558 3,507 4,238 11,687 15,925 SGS $’000 - - - - - - - - - - - - - - - - - - Total $’000 443,695 (5,467) 438,228 108,719 1,829 (7,846) (6,955) (27,511) 68,236 1,019,342 (114,240) 905,102 600,592 (114,240) 486,352 5,187 14,245 19,432 Slater and Gordon Limited Page 68 89 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 4: Revenue Services Revenue Ancillary revenue Commission revenue Rendering of services – non-legal Gain from bargain purchase Other income Interest Other (a) Interest from Other persons VCR share loans to employees Note 5: Profit from Continuing Activities Finance costs expense Interest on bank overdraft and loans Interest on deferred consideration payable to vendor on acquisitions Interest on obligations under hire purchases Deferred costs of borrowing Depreciation and amortisation of non-current assets Property, plant and equipment Software development Trademarks Customer relationships Cost of sales Ancillary revenue Commission revenue Rendering of services – non-legal Share based payments expense Share based payment expense to former owners Post-employment benefits Note 2015 $’000 2014 $’000 Restated 15,252 1,100 4,120 20,472 - - - - 58,939 19,762 4(a) 3,269 4,963 8,232 2,294 975 3,269 8,551 1,942 500 217 11,210 4,442 1,807 3,696 - 9,945 14,490 3 2,169 16,662 2,031 11,506 11,839 1,829 4,824 6,653 401 1,428 1,829 4,807 2,502 537 - 7,846 4,352 1,141 1,404 58 6,955 - - - - 1,180 5,379 9,237 90 Slater and Gordon Limited Page 69 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 6: Income Tax Income tax expense Current tax Deferred tax Adjustment for current tax relating to prior periods Income tax recognised in other comprehensive income Deferred tax credit arising on cash flow hedges Deferred tax charge arising on foreign exchange gain Income tax recognised directly in equity Current tax credit on share issue costs Deferred income tax expense included in income tax expense (Increase)/decrease in deferred tax assets Deferred income tax relating to items charged to other comprehensive income Deferred income tax relating to items charged directly to equity Increase in deferred tax liabilities Recoup prior year tax losses and over/under on prior year losses Net deferred taxes arising from business combinations Exchange differences The prima facie tax payable on profit before tax differs from the income tax expense as follows: At the Australian statutory income tax rate of 30% (2014: 30%) Tax effect of amounts which are not deductible/(assessable) in calculating taxable income: Non-deductible expenses Non-assessable income Adjustments in respect to prior periods Difference in overseas tax rate Deferred tax assets not recognised Deferred tax assets now recognised Other Income tax expense Current tax assets Balance acquired per SGS acquisition 2015 $’000 2014 $’000 Restated 12,901 18,898 (1,071) 30,728 (150) 5,190 5,040 (7) (7) (61,092) (5,040) 7 56,887 (995) 29,835 (704) 18,898 6,811 21,033 (333) 27,511 (48) 2,085 2,037 - - 2,444 (2,037) - 20,897 - 110 (381) 21,033 114,531 34,359 95,747 28,724 12,083 (16,139) 30,303 (1,071) (3,204) 4,273 (54) 481 30,728 29,041 29,041 3,252 (996) 30,980 (48) (3,046) 120 (110) (385) 27,511 - - Slater and Gordon Limited Page 70 91 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 6: Income Tax (continued) Current tax liability Balance at the beginning of the year Balances arising from business acquisitions Current income tax expense Foreign withholding tax credit Tax paid Adjustments in respect of prior periods Other Exchange differences Balance at the end of the year Unrecognised deferred tax assets 2015 $’000 2014 $’000 Restated (2,481) (13,736) (12,901) - 6,049 620 - (107) (22,556) (3,940) - (6,811) 282 8,006 179 (32) (165) (2,481) Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. Deductible temporary differences Tax losses 5,062 130 809 110 919 In 2015 costs were incurred for both Trademarks and Acquisition Costs relating to acquisition of subsidiaries. These amounts total $16,873,000 (tax effect: $5,062,000) and have not been recognised as a deferred tax asset. These costs form part of the cost base of the Group’s subsidiaries and as the Group does not plan to dispose of its subsidiaries in the foreseeable future, no deferred tax has been recognised for these costs. 5,192 A capital loss representing the movement in foreign exchange of $368,000 (tax effect: $110,000) arose on the transfer of shares held by Slater and Gordon in one of its subsidiary entities. It is uncertain whether future capital gains will arise against which this loss can be offset. Revenue losses of $66,000 (tax effect: $20,000) relating to one of the Group’s subsidiaries has not been recognised due to the uncertainty of that entity having sufficient future profits available to utilise the loss. Deferred tax assets Provision for impairment Employee benefits Provision for legal costs Accruals Non-deducted business related costs Fair value of cash flow hedges Unbilled acquired WIP and disbursements Unrendered WIP and disbursements not yet deducted Property, plant and equipment Other Revenue losses carried forward Advanced Company Income Tax (“ACIT”) refund in Malta Deductible goodwill 92 Slater and Gordon Limited 2015 $’000 2014 $’000 Restated 8,808 6,602 378 3,122 251 378 14,010 4,967 516 2,007 23,138 12,490 6,689 83,356 1,276 5,755 275 2,609 451 228 985 - 171 173 3,329 - 7,012 22,264 Page 71 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 6: Income Tax (continued) Deferred tax liabilities Prepayments Work in progress Unrendered disbursements Intangibles Foreign currency translation reserve Other Note 7: Dividends Dividends paid during the year Dividends on ordinary shares Partially franked (40%) interim dividend at the tax rate of 30% for 2015: 3.50 cents per share (2014: 3.00 cents per share, fully franked) Fully franked final dividend at the tax rate of 30% for 2014: 5.00 cents per share (2013: 3.85 cents per share, fully franked) Total dividends paid during the year Dividends proposed and not recognised as a liability 2015 $’000 (917) (142,830) (15,337) (13,946) (7,276) (202) (180,508) 2014 $’000 Restated (810) (105,590) (14,184) (913) (2,085) (39) (123,621) 2015 $’000 2014 $’000 7,341 10,279 17,620 6,115 7,655 13,770 Dividends on ordinary shares Partially franked (40%) final dividend at the tax rate of 30% for the year ended 30 June 2015: 5.50 cents per share (2014: 5.00 cents per share, fully franked) 19,290 10,217 Franking credit balance Balance of franking account at year end adjusted for franking credits arising from payment of provision for income tax and after deducting franking credits to be used in payment of proposed dividends: Impact on franking account of dividend recommended by the directors since the year end but not recognised as a liability at year end: 891 (3,082) 3,307 4,379 Slater and Gordon Limited Page 72 93 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 8: Cash and Cash Equivalents Cash at bank Note 9: Receivables Current Trade debtors Impairment of trade debtors Disbursements Allowance for non-recovery Other receivables Non-current Disbursements Allowance for non-recovery Impairment of receivable Balance at beginning of the year Receivables written off as uncollectible Provision for impairment recognised, including balances from business acquisitions Foreign exchange translation differences Balance at end of the year Note 10: Work in Progress Current Non-personal injury Personal injury Project litigation Non-current Personal injury Project litigation Note 11: Other Assets Current Prepayments Other current assets 94 Slater and Gordon Limited Note 2015 $’000 2014 $’000 23(a) 96,985 25,270 2015 $’000 373,061 (76,115) 296,946 361,590 (44,769) 316,821 6,088 619,855 2014 $’000 Restated 111,549 (8,690) 102,859 82,070 (1,544) 80,526 299 183,684 96,358 (16,596) 79,762 51,857 (6,173) 45,684 (8,690) 2,980 (68,005) (2,400) (76,115) 2015 $’000 16,065 533,793 3,319 553,177 270,578 2,143 272,721 2015 $’000 21,943 8,079 30,022 (5,951) 1,440 (3,991) (188) (8,690) 2014 $’000 14,731 262,235 1,106 278,072 186,532 2,730 189,262 2014 $’000 10,337 2,066 12,403 Page 73 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 12: Property, Plant and Equipment Plant and equipment at cost Less accumulated depreciation Land and buildings at cost Less accumulated depreciation Low value asset pool at cost Less accumulated depreciation Total plant and equipment Note 2015 $’000 2014 $’000 74,350 35,328 (43,514) (22,878) 12(a) 30,836 12,450 12(b) 12(c) 302 - 302 2,442 (1,621) 821 - - - 1,825 (1,311) 514 31,959 12,964 Movements in carrying amounts Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: (a) Plant and equipment Balance at the beginning of the year Additions Additions through acquisition of entities Reclassification of plant and equipment Exchange differences Depreciation expense Disposals Carrying amount at end of year (b) Land and buildings Balance at the beginning of the year Additions through acquisition of entities Reclassification from plant and equipment Carrying amount at end of year (c) Low value asset pool Balance at the beginning of the year Additions Additions through acquisition of entities Depreciation expense Disposals Carrying amount at end of year 12,450 16,823 7,389 (2,140) 581 (4,153) (114) 30,836 - 157 145 302 514 515 81 (289) - 821 11,679 3,131 1,839 - 221 (4,111) (309) 12,450 - - - - 540 199 18 (241) (2) 514 The carrying amount of plant and equipment under finance lease included above amounted to $6,493,000 (2014: $4,562,000). Slater and Gordon Limited Page 74 95 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets Goodwill – at cost Accumulated impairment loss Net carrying amount Software development – at cost Accumulated amortisation Net carrying amount Trademarks and brand names – at cost Accumulated amortisation Accumulated impairment loss Net carrying amount Customer relationships – at cost Accumulated amortisation Net carrying amount Note 2015 $’000 2014 $’000 Restated 1,149,577 108,492 - - 13(a) 1,149,577 108,492 44,072 9,661 (24,208) (4,556) 13(b) 19,864 5,105 81,004 (5,481) - 75,523 1,397 (1,397) - 11,488 (1,430) - 10,058 1,397 (1,397) - 13(c) 13(d) Total intangible assets 1,244,964 123,655 96 Slater and Gordon Limited Page 75 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets (continued) Movements in carrying amount Movement in the carrying amounts for each class of intangible assets between the beginning and the end of the current financial year: (a) Goodwill Opening net book amount Additions in respect of business combinations Exchange differences Closing net book value (b) Software development Opening net book amount Additions Additions in respect of business combinations Reclassification from plant and equipment Exchange differences Amortisation expense Disposals Closing net book value (c) Trademarks and brand names Opening net book amount Additions in respect of business combinations Exchange differences Amortisation expense Closing net book value (d) Customer relationships Opening net book amount Amortisation expense Closing net book value Note 2015 $’000 2014 $’000 Restated 31 31 31 108,492 1,004,880 36,205 1,149,577 93,504 11,615 3,373 108,492 5,105 9,970 4,512 1,995 149 (1,807) (60) 19,864 10,058 66,843 2,318 (3,696) 75,523 - - - 4,714 1,495 25 - 12 (1,141) - 5,105 10,020 1,110 332 (1,404) 10,058 58 (58) - Goodwill and indefinite life intangibles acquired through business combinations have been allocated to individual cash generating units (“CGUs”) in both the Australian and UK business for the purposes of impairment testing being the Personal Injury Law (“PIL”) division, General Law (“GL”) division and SGS. The recoverable amount of goodwill and indefinite life intangibles allocated to each of the CGUs has been determined based on a value in use calculation as required by AASB 136 Impairment of Assets. This uses financial budgets and cash flow projections approved by senior management covering a five year period. The value in use is compared to the net carrying amount of the CGU. If the calculated value in use exceeds the net carrying amount, no impairment loss is recorded. Slater and Gordon Limited Page 76 97 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets (continued) 2015 Goodwill recognised ($’000) Indefinite life intangibles ($’000) 2014 Goodwill recognised ($’000) Indefinite life intangibles ($’000) AUS PIL AUS GL UK PIL UK GL SGS 47,499 - 13,939 - 50,843 1,956 9,574 - 1,027,722 68,656 AUS PIL AUS GL UK PIL UK GL SGS 44,766 5,659 11,575 - 43,737 1,719 8,414 - - - Key assumptions used in value in use calculations and sensitivity to changes in assumptions The Group performed its annual impairment test in June of 2015. The Group is sensitive to the recovery of fees in its legal business, and the velocity of the resolution of those files. In performing the value-in-use calculations for each CGU, the group has applied post-tax discount rates to discount the forecast future post-tax cash flows. The key assumptions used in the estimation of the recoverable amount are set out below: • Average fees recoverable for legal matters; • Average file velocity for legal matters; and • Cost of capital and discount rate used. Average fees recoverable for legal matters Average fees recoverable have been based upon an analysis of historical fee events in each of those practice areas, in conjunction with estimated fees of existing matters. Individually each of the practice group’s average fee levels is immaterial to the Group result, however should there be a material negative impact upon the average fee recoverable of matters across a number of practice groups in each jurisdiction, this could have a material impact upon the impairment analysis. Sensitivity analysis has been conducted on the average fees recoverable for each of the CGUs, a reasonable level of negative movement in the average fees recoverable is unlikely to give rise to impairment to any of the CGUs. Average file velocity for legal matters The settlement profile of legal matters has been based upon the average settlement period for matters for each jurisdiction and practice area. The velocity of settlement of legal matters has an impact upon the sensitivity analysis. Individually a slowing of file velocity in a practice area is immaterial, however should there be a material negative impact on the settlement period of matters across a number of practice groups and jurisdictions; this could have a negative impact upon the estimated future value of the CGU on a net present value basis due to the negative impact upon cash flows. Sensitivity analysis has been conducted on the average velocity of matters in each of the CGUs and a reasonable level of negative movement in the settlement period for matters is unlikely to give rise to impairment to any of the CGUs. Cost of capital and discount rate used Cost of capital has been assessed per CGU. Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have been incorporated in the cash flow estimates. The discount rate has been adjusted to be a post-tax rate because in performing the value in use calculations for each CGU the Group has used forecast future attributable post-tax cash flows. 98 Slater and Gordon Limited Page 77 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets (continued) Key assumptions used in value in use calculations and sensitivity to changes in assumptions (continued) The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (“WACC”). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment to the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. CGU specific risk is incorporated by applying individual beta factors and additional asset specific risk premia where appropriate. The factors that comprise the WACC are evaluated annually based on publicly available market data. Adjustments to the discount rate are made having regard to the specific amount and timing of the future tax flows in order to reflect an appropriate post-tax discount rate. For the Australian PIL, Australian GL, UK PIL and UK GL CGUs a post-tax cost of capital of 9.25% has been applied. This cost of capital has been assessed with reference to the Company’s weighted average cost of capital and independent third party analysis of its cost of capital. This cost of capital was utilised as the Company has observable market data to allow an appropriate assessment of its cost of capital as a listed company on the Australian Stock Exchange. The post-tax cost of capital for the SGS CGU was assessed at 10.45%. This cost of capital was assessed at a higher rate than all other CGUs due to the recent acquisition of the CGU by Slater and Gordon and the inherent risk that new acquisitions carry with them, as well as the specific risk characteristics of the forecast cash flows. This increased cost of capital represents the increased inherent equity risk associated with the transaction, and reflects the transactions funding structure within the calculation. Australia – Personal Injury Law The recoverable amount of the AUS – PIL CGU has been determined based on a value in use calculation using cash flow projections from the financial forecasts approved by senior management covering a five year period. A 5.00% (2014: 7.70%) nominal growth rate has been applied to the FY16 forecast for the periods FY17 to FY20 with a long term nominal growth rate adopted of 3.00%. The growth rates beyond the 5 year period have been determined with reference to forecast inflation rates, population and industry growth rates. The projected cash flows have been updated to reflect impacts of legislative change in the NSW and Queensland jurisdictions and growth achieved in the PIL practice groups over the past five years. The post-tax discount rate applied to cash flow projections is 9.25% (2014: 9.10%). Sensitivity analysis has been conducted on the key assumptions and a reasonable level of negative movement in each assumption does not cause impairment to the CGU. Australia – General Law The recoverable amount of the AUS – GL CGU has been determined based on a value in use calculation using cash flow projections from the financial forecasts approved by senior management covering a five year period. An 8.00% (2014: 9.12%) nominal growth rate has been applied to the FY16 forecast for the periods FY17 to FY20 with a long term nominal growth rate adopted of 3.00%. The growth rates beyond the 5 year period have been determined with reference to forecast inflation rates, population and industry growth rates. The projected cash flows have been updated to reflect growth achieved in the General Law practice groups over the past five years and the increased marketing expenditure applied to the General Law practice groups over the past year. The post-tax discount rate applied to cash flow projections is 9.25% (2014: 9.10%). Sensitivity analysis has been conducted on the key assumptions and a reasonable level of negative movement in each assumption does not cause impairment to the CGU. United Kingdom- Personal Injury Law The recoverable amount of the UK – PIL CGU has been determined based on a value in use calculation using cash flow projections from the financial forecasts approved by senior management covering a five year period. Slater and Gordon Limited Page 78 99 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets (continued) United Kingdom – Personal Injury Law (continued) A 5.00% (2014: 6.80%) nominal growth rate has been applied to the FY16 forecast for the periods FY17 to FY20 with a long term nominal growth rate adopted of 3.00%. The growth rates beyond the 5 year period have been determined with reference to forecast inflation rates, population and industry growth rates. The projected cash flows have been updated to reflect the acquisitions of Walker Smith Way, Leo Abse & Cohen and the personal injuries practice of Flint Bishop in FY15, increased marketing in the United Kingdom for the Slater and Gordon brand which has led to increased brand recognition and growth achieved in the Personal Injuries practice groups since acquisition. The post-tax discount rate applied to cash flow projections is 9.25% (2014: 9.10%). Sensitivity analysis has been conducted on the key assumptions and a reasonable level of negative movement in each assumption does not cause impairment to the CGU. United Kingdom – General Law The recoverable amount of the United Kingdom – GL CGU has been determined based on a value in use calculation using cash flow projections from the financial forecasts approved by senior management covering a five year period. An 8.00% (2014: 6.80%) nominal growth rate has been applied to the FY16 forecast for the periods FY17 to FY20 with a long term nominal growth rate adopted of 3.00%. The growth rates beyond the 5 year period have been determined with reference to forecast inflation rates, population and industry growth rates. The projected cash flows have been updated to reflect the acquisition of Walker Smith Way, increased marketing in the United Kingdom for the Slater and Gordon brand which has led to increased brand recognition, in addition to growth achieved in the General Law practice groups since acquisition. The post-tax discount rate applied to cash flow projections is 9.25% (2014: 9.10%). Sensitivity analysis has been conducted on the key assumptions and a reasonable level of negative movement in each assumption does not cause impairment to the CGU. Slater Gordon Solutions The recoverable amount of Slater and Gordon Solutions (“SGS”) CGU, £756m as at 30 June 2015, has been determined based on a value in use calculation using cash flow projections from the financial forecasts approved by senior management covering a five year period. Based on the provisional accounting the estimated recoverable amount of the SGS CGU exceeded its carrying amount by approximately £123m at 30 June 2015. The projected cash flows have been based on financial forecasts by senior management for the periods FY16 to FY18 with a 2.25% nominal growth rate applied to periods post FY18. This long term growth rate for the SGS CGU has been based on the long term economic growth rate. This differs to the long term growth rate assumption applied to the other UK CGU’s as SGS was only acquired on 29 May 2015. A key driver of performance which may impact an impairment of the SGS CGU is the rate of resolution of personal injury claims (“velocity of matters”). Personal injury claims represent a very large proportion of the SGS business and if the velocity of matters slows, cash flow will be detrimentally impacted and this may impair goodwill. A sensitivity analysis has been conducted to measure the extent to which velocity would need to be reduced before goodwill was impaired. The sensitivity analysis conducted on the average velocity of personal injury claims within the SGS CGU indicated a negative movement of up to 60% in the settlement period for matters would not cause an impairment to the SGS CGU. In addition, cash flows of the SGS CGU were discounted to allow for a 50% discount to the forecast recovery of NIHL (Hearing Loss) with no impairment noted to the SGS CGU. 100 Slater and Gordon Limited Page 79 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 13: Intangible Assets (continued) Slater Gordon Solutions (continued) The post-tax discount rate applied to cash flow projections for the SGS CGU is 10.45%. This post-tax cost of capital was assessed at a higher rate than all other CGUs due to the recent acquisition of the CGU by Slater and Gordon and the inherent risk that new acquisitions carry with them, as well as the specific risk characteristics of the forecast cash flows. This increased cost of capital represents the increased inherent equity risk associated with the transaction, and reflects the transactions funding structure within the calculation. Sensitivity analysis has been conducted on the cost of capital for the SGS CGU and the Directors noted that an increase of the post-tax discount rate to 12.0% was required before the carrying value of the CGU equalled its recoverable amount. This represented an increase of over 14.8% on the post-tax discount rate adopted by the Company. Note 14: Other Non-Current Assets VCR share loans to employees Other non-current assets Note 15: Payables Current Unsecured liabilities Trade creditors and accruals Legal creditors Vendor liabilities – acquisitions Non-current Unsecured liabilities Vendor liabilities – acquisitions Note 16: Borrowings Current Secured Cash advances – bills of exchange Finance lease liability Non-current Secured Cash advances – bills of exchange Finance lease liability 2015 $’000 8,325 6,854 15,179 2014 $’000 11,844 - 11,844 2015 $’000 2014 $’000 Restated 281,169 336,588 18,765 636,522 74,792 101,554 14,181 190,527 3,121 7,385 Note 2015 $’000 2014 $’000 447 3,306 3,753 7,215 1,862 9,077 710,477 6,123 716,600 112,698 4,556 117,254 32 32 Slater and Gordon Limited Page 80 101 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 16: Borrowings (continued) (a) Terms and conditions relating to the above financial instruments: The cash advance facility is a Syndicated Banking Facility provided by a syndicate of banks including Westpac Banking Corporation (“Westpac”) and National Australia Bank (“NAB”). Refer to Note 32 (ii) for more details. They are secured by a fixed and floating charge over the assets of the Company. Interest on the bank overdraft is charged at BBSY plus an agreed margin. (b) (c) A portion of the bills of exchange cash advance facility is the subject of an interest rate swap to hedge the risk of an adverse interest rate movement. Refer to Note 32 (iv) for more details. The Group leases certain of its fixed assets under finance leases. The lease terms range from 3 to 10 years (2014: 3 to 10 years). The Group has options to purchase the equipment for a nominal amount at the end of the lease terms. The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets. Interest rates underlying all obligations under finance leases are fixed at respective contract, rates ranging from 3.2% to 9.25% (2014: 3.96% to 9.25%) per annum. 2015 $’000 2014 $’000 Restated Future minimum lease payment 3,784 6,778 - 10,562 Interest (478) (655) - (1,133) Present value of minimum lease payment 3,306 6,123 - 9,429 Future Minimum lease payment 2,270 4,985 357 7,612 Interest (408) (777) (9) (1,194) Present value of minimum lease payment 1,862 4,208 348 6,418 Within one year One year or later and not later than five years Greater than five years Note 17: Other Current Liabilities Current Unsecured LLP member capital contributions Note 18: Provisions Current Employee benefits Solicitor liability claims Provision for payments to former owners Other current provisions Non-current Employee benefits Other non-current provisions 102 Slater and Gordon Limited 2015 $’000 2014 $’000 10,985 10,985 10,103 10,103 2015 $’000 2014 $’000 Restated 18,638 4,708 9,969 1,172 34,487 3,367 8,508 11,875 15,550 918 3,656 - 20,124 3,164 1,596 4,760 Page 81 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 19: Contributed Equity Ordinary shares fully paid VCR Shares Balance at end of the year Note 19(a) 19(b) 2015 Shares 350,719,894 833,334 2015 $’000 1,097,928 417 351,553,228 1,098,345 2014 Shares 204,338,625 2,629,333 206,967,958 2014 $’000 Restated 214,514 2,535 217,049 (a) Movement in Ordinary Share Capital 204,338,625 Balance at the beginning of the year 214,514 196,809,265 206,506 Issued during the year - Consideration for acquisitions - Conversion of vested VCR shares - Dividend Reinvestment Plan - Equity Incentive Plan - Shares issued through Entitlement Offer* - Transfer from share-based payment reserve Less capital raising costs, net of tax Balance at end of the year 4,873,700 1,275,333 257,719 151,668 139,822,849 - - 350,719,894 2,679 2,397 1,696 759 890,939 6,199 (21,255) 1,097,928 4,463,219 2,120,333 945,808 - - - - 204,338,625 (134) 4,008 3,863 - - 391 (120) 214,514 *The Group made two Entitlement Offers during the year to eligible shareholders to raise finance for the acquisition of SGS being the Institutional Entitlement Offer and a Retail Entitlement offer. Under the Entitlement Offers, eligible shareholders were invited to subscribe for two ordinary shares for every three existing ordinary shares held at the record date per the ASX announcement. Each new share ranks equally with the existing shares. (b) Movements in VCR Share Capital Balance at the beginning of the year - Conversion of vested VCR shares to ordinary shares - Employee share scheme buy-back: Share based payments expense Equity adjustment for leavers and extension of repayment term Balance at end of the year Ordinary shares Note 2015 Shares 2015 $’000 2014 Shares 2014 $’000 2,629,333 (1,275,333) (520,666) - - 833,334 2,535 (2,397) (161) 991 (551) 417 5,111,334 (2,120,333) (361,668) - - 2,629,333 5,867 (4,008) (438) 1,180 (66) 2,535 Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. VCR shares Please refer to Note 27 for detailed discussion on the rights attached to VCR shares. Capital management When managing capital, management’s objective is to ensure the Group continues to maintain optimal returns to shareholders and benefits for other stakeholders. This is achieved through the monitoring of historical and forecast performance and cash flows. During 2015, management paid dividends of $17,620,000 (2014: $13,770,000) Management manages capital through the gearing ratio i.e. net bank debt / total equity. Net bank debt is calculated as total bank borrowings as shown in the statement of financial position less cash and cash equivalents. The target for the Group’s gearing ratio is between 30% to 40%. Slater and Gordon Limited Page 82 103 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 20: Reserves Cash flow hedging reserve Foreign currency translation reserve Share-based payment reserve Note 20(a) 20(b) 20(c) 2015 $’000 (1,189) 73,447 10,619 82,877 2014 $’000 Restated (780) 10,009 4,988 14,217 Movements in carrying amount Movement in the carrying amounts for each class of reserve between the beginning and the end of the current financial year. (a) Cash flow hedging reserve Balance at the beginning of the year Loss recognised on interest rate hedges, net of tax Balance at the end of the year (b) Foreign currency translation reserve Balance at the beginning of the year Currency translation differences arising during the year Non-controlling interest share in translation reserve Balance at the end of the year (c) Share-based payment reserve Balance at the beginning of the year Equity-settled share-based payment expense recognised Transfer to share capital Balance at the end of the year Nature and purpose of reserves Cash flow hedging reserve (780) (409) (1,189) 10,009 63,542 (104) 73,447 4,988 11,830 (6,199) 10,619 (473) (307) (780) 4,183 5,833 (7) 10,009 - 5,379 (391) 4,988 The cash flow hedging reserve represents the cumulative net change in the fair value of cash flow hedging instruments related to hedge transactions that have not yet occurred, net of tax. Foreign currency translation reserve Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. Share-based payment reserve The Group introduced the Equity Incentive Plan (“EIP”) in October 2014, which replaces the existing Employee Ownership Plan (“EOP”) without prejudice to the rights of current participants in the EOP. Under the terms of the EIP, performance rights offers were extended to executives in October and December 2014. All offers were accepted and 496,000 performance rights have been issued at the Group level, including a shareholder approved allocation of 56,000 performance rights (combined) to executive directors. The performance rights vest based on a three year service condition and the financial performance of the Australian, UK or Group operations (depending on the executive role) over the three financial years FY15 to FY17. Performance measures include total shareholder return and earnings measures. Each performance right grants the holder one ordinary share if vested, hence they have been included in the calculation of diluted earnings per share. Refer to Note 27 for more details. 104 Slater and Gordon Limited Page 83 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 21: Retained Profits Retained profits (a) Retained profits Balance at the beginning of year Net profit attributable to ordinary equity holders Total available for appropriation Dividends paid Balance at end of year Note 22: Non-Controlling Interests Interest in: Share capital Reserves Retained profits Balance at end of year (a) Non-controlling interests Balance at the beginning of the year Capital contributions from non-controlling interests Non-controlling interest share in net profit after tax Non-controlling interest share in translation reserve Balance at the end of the year Note 2015 $’000 2014 $’000 Restated 21(a) 253,147 187,213 7 Note 22(a) 187,213 83,554 270,767 (17,620) 253,147 132,963 68,020 200,983 (13,770) 187,213 2015 $’000 2014 $’000 Restated - 104 520 624 271 - 249 104 624 - 7 264 271 161 (113) 216 7 271 Slater and Gordon Limited Page 84 105 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 23: Cash Flow Information Note 2015 $’000 2014 $’000 Restated (a) Reconciliation of cash For the purposes of the consolidated statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, investments in money market instruments maturing within less than three months and net of bank overdrafts. Cash at the end of the financial year as shown in the consolidated statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash on hand (b) Reconciliation of cash flow from operations with profit after income tax Profit after income tax Non-cash flows in profit from ordinary activities Notional interest on VCR share loans Depreciation and amortisation Share based payments expenses Accrual for payments to former owners Costs associated with acquisition Notional interest on deferred consideration Bad and doubtful debts Deferred costs of borrowing Gain on bargain purchase 8 4 5 5 5 Changes in assets and liabilities Increase in receivables Increase in other assets Increase in work in progress Increase in payables Decrease in income tax payable Increase in net deferred tax liability Increase in provisions Cash flows from operations 96,985 96,985 25,270 25,270 83,803 68,236 (975) 9,945 13,537 13,933 23,662 1,942 11,585 217 (58,939) (67,445) (2,690) (62,027) 44,171 (4,128) 29,298 4,873 40,762 (1,428) 6,955 6,559 3,651 4,054 2,502 6,904 - (19,762) (12,846) (170) (45,382) 13,806 (7,670) 24,683 4,343 54,435 106 Slater and Gordon Limited Page 85 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 24: Commitments and Contingencies Operating lease commitments Non-cancellable operating leases (including rental of office space) contracted but not capitalised in the consolidated financial statements: Note 2015 $’000 2014 $’000 Within one year One year or later and not later than five years Greater than five years 31,223 76,894 65,007 173,124 20,815 43,920 6,911 71,646 Bank guarantees in respect of rental properties and acquisitions 28,621 9,255 Other commitments and contingencies The Group has agreements with third party disbursement funders, ASK Funding Limited and Equal Access Funding Proprietary Limited (“the existing Funders”), to provide financial guarantees to the funders with respect to disbursement funding borrowings to the Group’s clients. The nature of these agreements are that the funders will fund disbursements in respect of individual matters and will be reimbursed out of any settlement proceeds on the matter. The Group has provided a financial guarantee for the repayment of the clients’ obligations to the funders. Nowicki Carbone also had in place agreements with third party disbursement funders, Wingate Funding Limited and Quantum Funding Limited (“the assumed Funders”) on similar terms to the existing Funders arrangements and these have been assumed by the Group from the date of the acquisition, 31 October 2014. Since 30 June 2014, the Group ended its arrangement with ASK Funding and settled all disbursements previously funded by ASK Funding and recognised them as part of the receivables balance at 30 June 2015. The total amount funded by the funders (existing and assumed) to the Group’s clients at 30 June 15 is $18,851,000 (30 June 2014: $12,881,000). The maximum exposure of $12,881,000) if the disbursements on client matters are not recovered from any other party. the Group at 30 June 2015 is $18,851,000 (30 June 2014: Refer to Note 31 Business Combinations for disclosures on contingencies arising from businesses acquired during the year. Note 25: Earnings per Share The following reflects the income and share data used in the calculations of basic and diluted earnings per share Net profit after tax attributable to ordinary equity holders Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share (‘000’s) Effect of dilutive securities: VCR shares (‘000’s) Performance rights Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share (‘000’s) Note 2015 $’000 83,554 83,554 2014 $’000 Restated 68,020 68,020 234,842 201,306 1,377 303 3,437 - 236,522 204,743 VCR shares VCR shares are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share. Refer to Note 27 for a detailed explanation of VCR shares. Slater and Gordon Limited Page 86 107 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 26: Key Management Personnel Compensations Compensation by Category Short-term employment benefits Post-employment benefits Other long term employment benefits Share based payments Other benefits Note 2015 $ 2014 $ 3,695,822 210,384 54,954 49,084 20,783 3,490,437 160,778 86,633 11,745 240,666 4,031,027 3,990,259 Note 27: Share-Based Payment Arrangements The Group introduced a broad based ‘share save’ offer to all employees and a new Employee Equity Incentive Plan (“EIP”) which was approved by the shareholders at the 2014 Annual General Meeting (“AGM”). Employee equity incentive plan (“EIP”) During the year ended 30 June 2015 the Group introduced an offer for Exempt Shares in the Equity Incentive Plan. The Plan gives the Group’s employees the opportunity to acquire shares in the Company. Each year, participating employees can make contributions from their pre-tax salary to acquire $500 worth of shares. Such employee contributions are matched by the Group with an additional $500 worth of shares being acquired for each participating employee. All employees who are Australian tax residents with at least 6 months service as at 21 October 2014 are entitled to participate in this Plan. Shares acquired under this Plan are subject to a holding period of 3 years. The plan also incorporates a tax-approved scheme to employees in the UK. The Plan gives the Group’s employees the opportunity to acquire shares in the Company. Employees can make contributions from their pre-tax salary to acquire £375 (max) worth of shares. Such employee contributions are matched by the Group with a free share for every share purchased by the employee. All employees of the Group in the UK with at least 6 months service as at 14 November 2014 are entitled to participate in this Plan. Shares acquired under this plan will be held in trust by MM&K Share Plan Trustee Ltd for a period of 5 years from the date of acquisition. Executive equity incentive plan The plan introduces an ownership-based compensation scheme for executives and senior employees. In October 2014, the Company’s shareholders approved the S+G Executive Equity Incentive Scheme under which grants of performance rights have been made. The EIP replaces the existing Employee Ownership Plan (“EOP”), without prejudice to the rights of current participants in the EOP. Performance rights are granted for no consideration. Under the scheme each performance right carries an entitlement to one fully paid ordinary share in the Company subject to satisfaction of performance hurdles and/or continued employment at an exercise price of nil. These executives and senior employees are not entitled to vote or receive any dividends or attend the meeting of the shareholders during the vesting period. Performance rights may not be transferred, disposed or pledged as security. If the executive ceases to be employed by the Group within the vesting period, the rights will be forfeited, except in limited circumstances that are approved by the Board. The performance hurdles are based on the following: • Total Shareholder Return (TSR) Outperformance Hurdle – This performance hurdle is based on the Company’s total shareholder return (TSR) against the TSR of the constituent companies within the S&P/ASX 300 index (excluding resources) over the Measurement Period. The performance period shall be the period from 1 September 2014 to 31 August 2017. • Compound Annual Growth Rate in Earnings Per Share (CAGR EPS) Hurdle – This performance hurdle is based on the Company’s Compound Annual Growth Rate in Earnings Per Share over the Measurement Period. • Compound Annual Growth Rate in Regional EBITDA (CAGR EBITDA) Hurdle – This performance hurdle is based on the designated Region’s Compound Annual Growth Rate in EBITDA over the Measurement Period. 108 Slater and Gordon Limited Page 87 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 27: Share-Based Payment Arrangements (continued) The performance conditions applying to the latest grant (FY15) were as follows: CAGR EPS Hurdle (Group Directors only) CAGR EPS Hurdle TSR Outperformance Hurdle CAGR EBITDA Performance < 10% 10% to 15% % of equity to vest 0% 50% to 100% pro-rata Performance < 7% 7% to 10% % of equity to vest 0% 50% to 100% pro- rata > 15% 100% > 10% 100% Performance < 50th percentile 50th to 75th percentile > 75th percentile % of equity to vest 0% 50% to 100% pro-rata Performance < 15% 15% to 20% % of equity to vest 0% 50% to 100% pro- rata 100% > 20% 100% Any performance rights not vested at the end of the performance period are forfeited. The fair value of services received in return for the performance rights granted is measured by reference to the average of volume weighted average price of ordinary shares on each of 5, 10, 15 and 20 days immediately preceding the grant date. The weighted average fair values at grant date are determined using a fair valuation model which reflects the fact that vesting of the shares is dependent on meeting performance criteria based on TSR. The vesting of the shares is also subject to non-market conditions but these are not taken into account in the grant date fair value measurement of the services received. The assessed fair value of performance rights granted under this scheme as remuneration is allocated equally over the period from grant date to vesting date. The key terms and conditions related to the performance rights granted under this plan are as follows: Grant date/employee entitled Group Executive Directors in Australia (31 October 2014) Performan ce rights granted 56,000 Fair value of rights at Grant date 2.4643 Group Executives in Australia (31 October 2014) Group Executives in the UK (12 December 2014) Regional Executives in Australia (31 October 2014) 68,000 2.4643 44,000 2.4799 Same as above 176,000 6.1608 Vesting conditions* 50% subject to TSR Outperformance hurdle and 50% subject to CAGR EPS hurdle Same as above 50% subject to CAGR EBITDA hurdle and 50% subject to CAGR EPS hurdle Same as above Contractual life of performance rights 3 years 3 years 3 years 3 years 3 years Regional Executives in the UK (12 December 2014) 152,000 6.1997 * All performance rights include 3 years’ service condition from grant date. Number of rights granted: Grant date 31 October 2014 12 December 2014 Balance at beginning of the year - - Granted during the year 300,000 196,000 Vested during the year - - Forfeited during the year - - Balance at end of the year 300,000 196,000 Exercisable at end of the year - - Share-based payment expenses recognised in profit or loss are disclosed in Note 5. Slater and Gordon Limited Page 88 109 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 27: Share-Based Payment Arrangements (continued) Share based payment arrangements to former owners The Group has changed its accounting treatment of deferred consideration payable for the acquisition of legal service practices. Arrangements that include contingent consideration to vendors of the business that are subject to so-called “bad leaver” provisions were previously considered as part of the consideration paid or payable for the business combination. Included in the terms of a number of purchase agreements entered into by the Group is an arrangement whereby the payment of cash consideration to and/or the retention of share-based consideration by the vendors of acquired entities is contingent upon the relevant vendors remaining with the Group for a defined period. If a vendor ceases to remain with the Group for the prescribed period, the vendor may forfeit its entitlement to payment of the cash consideration and/or its ability to retain its share-based consideration, at the discretion of the Group. These arrangements are now treated as a share-based payment transaction with the former owners. The transaction is measured at the fair value of the equity instruments granted and then recognised as an expense over the vesting period as agreed per each contract. The relevant expense is disclosed in the statement of comprehensive income. Employee ownership plan (“EOP”) The EOP provides for the issue of VCR shares to participants in a number of tranches and for the Company to make a loan to participants equal to the total amount that is to be subscribed. When making an offer to an employee to subscribe for VCR shares, the Board has the power to specify: • • • • the number of VCR shares which may be subscribed for by a particular employee; the issue price. The Board sets the issue price at the fair value of a share as at the date of the issue; the number of tranches into which the VCR shares will be divided and the vesting date for each tranche; the period for which an absolute restriction on disposal will apply (this period may not exceed 3 years from vesting); • any conditions to be placed on vesting; • any events which would result in the forfeiture of the VCR shares; and • the period for which the Company will be able to buy back or require the forfeiture of the converted shares. The EOP provides for a full recourse loan from the Company to the employee to facilitate the employee’s subscription for VCR shares. The loan is secured by the VCR shares or the converted VCR shares. The offer made by the Board must specify the date by which the loan must be repaid. Vesting, redemptions and conversion VCR shares do not carry rights to participate in issues by the Company or to receive any dividends paid by the Company and cannot be transferred or otherwise disposed of without the prior written consent of the Board. VCR shares will not confer a right to notices of general meetings, a right to attend or speak at general meetings, nor a right to vote at general meetings except as may be required by law. Vesting conditions are set by the Board and relate to the performance of the participant and the performance of the Company. Cessation of employment with the Group results in the forfeiture of that participant’s VCR shares. The Board has the power to specify other forfeiture events. Where vesting conditions are not met or a forfeiture event occurs, the Company has the power to redeem the relevant tranche (or tranches) of VCR shares for an amount equal to the relevant proportion of the subscribed amount (this amount may be offset against any loan made to the participant). If all vesting conditions are satisfied, and no forfeiture event has occurred, each tranche of VCR shares vests, and then automatically converts to ordinary shares on a one for one basis, on the relevant vesting date. 110 Slater and Gordon Limited Page 89 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 27: Share-Based Payment Arrangements (continued) After conversion After conversion the shares rank in all respects pari passu with all other shares on issue. However those shares will be subject to disposal restrictions. If the participant ceases employment with the Group, their converted VCR shares can be forfeited or bought back by the Company and set off against any outstanding loan. The participant may be deemed liable for any shortfall between the value of the shares forfeited or brought back by the Company and the loan amount. At the cessation of the Buyback Period, each participant is required to enter into a Binding Commitment with the Company in respect of their converted VCR shares. Under the Binding Commitment the participants in the EOP will be under the following restrictions: They will be required to maintain a minimum level of shareholding for as long as they remain an employee of the Group. The minimum holding is calculated based on the: • • lower of 15% of the aggregate number of VCR shares, or 20% of the aggregate value (based on the issue price) of VCR shares, issued to that employee which have vested and converted to shares. if they cease to be employed by the Group, they may forfeit or be required to dispose of some or all of their shares upon such termination. The ramifications of a departure from employment are linked to the circumstances surrounding that departure. Transfer VCR shares may not be transferred. During the Buyback Period, converted VCR shares may not be transferred; however, an exception applies for a takeover or scheme of arrangement relating to the Company that meets certain conditions set out in the EOP. Profile of vesting, conversion and redemption of VCR shares to ordinary shares The profile of the vesting of VCR shares relating to the issued VCR shares in February 2011, December 2011, December 2012 and February 2013 into ordinary shares, conversion into ordinary shares (subject to disposal restrictions) or scheduled for redemption as VCR shares based on the shares issued under the EOP as at 30 June 2015: VCR shares which have (or may) vest as ordinary shares VCR shares which may convert to ordinary shares but are subject to disposal restrictions VCR shares to be redeemed Vested ’000 4,954 1,959 1 year or less ’000 1 to 5 years ’000 More than 5 years ’000 833 - 1,840 1,988 - 75 - - - - Total ’000 5,787 5,787 75 Slater and Gordon Limited Page 90 111 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 27: Share-Based Payment Arrangements (continued) Accounting recognition The VCR Share loan receivable is initially recognised at its fair value and is ascertained with reference to the effective interest method under AASB 139 Financial Instruments: Recognition and Measurement. The profit and loss impact is taken as the difference between the expected repayment period and the expected present value of the loan amount at the reporting date and is recognised as interest income. The key assumptions used in the present value calculation are: Date VCR shares issued 22 February 2011 31 December 2011 Shares issued Issue price Effective interest rate Final repayment date 1,830,000 $2.05 8.5% 1 July 2014 to 1 July 2016 2,390,000 $1.79 8.5% 1 July 2015 to 1 July 2017 20 December 2012 and 25 February 2013 2,425,000 $1.95 8.5% 1 July 2016 to 1 July 2018 The interest income recognised on VCR Share loans to employees has been disclosed in Note 4. The benefit provided to the employee is required to be recognised in the accounts under AASB 2 Share-based Payment. The benefit is assessed as the difference between the fair value of the VCR shares at the issue date and the present value discounted over the vesting period. The benefit is expensed with reference to the effective interest rate method over the vesting period. The share based payments expense has been disclosed in Note 5. Note 28: Auditor’s Remuneration Amounts received or due and receivable by Pitcher Partners: An audit of the financial report of the Group and review of statutory accounts The half year review of the financial report of the Group Other assurance services Due diligence investigations IT review Amounts received or due and receivable by network firms of Pitcher Partners: An audit of the financial report of the Group and review of statutory accounts Other assurance services Other auditors – Ernst & Young LLP: An audit of the financial reports of the subsidiaries of the Company and review of statutory accounts Due diligence investigations Note 2015 $ 2014 $ 276,623 106,500 106,500 39,227 39,227 177,860 - 600,210 247,198 97,788 12,130 15,900 5,427 378,443 302,434 4,245 306,679 228,355 - 228,355 1,614,080 1,475,791 3,089,871 - - - Total auditor’s remuneration 3,996,760 606,798 112 Slater and Gordon Limited Page 91 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 29: Related Party Disclosures The following provides the total amount of transactions that were entered into with related parties for the relevant financial year: As outlined in the replacement Prospectus (“the Prospectus”) dated 13 April 2007 the South Australian practice is operated by Andrew Grech as a sole practitioner trading as Slater & Gordon Lawyers under a Service and Licence Agreement between Andrew Grech and the Company. During the 3 months ended 30 September 2014, the service and licence fee totalled $531,532 (2014: $1,184,937). Legislation in South Australia changed with effect from 1 July 2014 to allow for incorporated legal practices to operate in South Australia. As a consequence, the Adelaide practice was transferred from Andrew Grech trading as Slater & Gordon Lawyers to the Company for the value of the practice’s net assets at 30 September 2014. The net asset value was fully offset by amounts owed to the Company pursuant to the service and license agreement. As disclosed in Note 1, this entity is included in the consolidated group in accordance with AASB 10 Consolidated Financial Statements. The shareholdings of related parties and remuneration of KMP are disclosed in the Directors’ Report. Outstanding receivables, if any, between related parties are disclosed in Note 9. Outstanding payables, if any, are disclosed in Note 15. Slater and Gordon Limited Page 92 113 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 30: Group Entities Controlled entities Trilby Misso Lawyers Limited Slater & Gordon Lawyers NSW Pty Limited Conveyancing Works (Qld) Pty Limited Schultz Toomey O’Brien Pty Ltd All States Legal Co Pty Ltd SG NSW Pty Ltd Walker Smith Way Limited WSW Limited Slater & Gordon (UK) 1 Limited New Claims Direct Limited 4 Legal Limited 4 Legal Solutions Limited Slater & Gordon (UK) LLP Adroit Financial Planning Limited Pannone Trust Corporation Limited Entities collectively referred to as Slater Gordon Solutions: iSaaS Technology Limited Compass Costs Consultants Ltd Intelligent Claims Management Limited Mobile Doctors Group Limited Medici Legal Limited Mobile Doctors Solutions Limited Mobile Doctors Limited MDL Medical Administration Ltd React & Recover Medical Group Limited Recover Healthcare Limited React Medical Reporting Limited React Medical Management Limited Medicalaw Limited Abstract Legal Holdings Limited Accident Advice Helpline Direct Limited Legal Facilities Management & Services Limited Fast Track PPI Limited Access to Compensation Limited Cab Claims Limited Liberty Protect Limited Claim4 Limited Accident Advice Helpline Limited Claim 103 Limited Accident Advice Insurance Management Group Limited Sentinel Alliance Limited Accident Advice (IA) Limited Quindell Legal Services Limited Quindell ACH Limited ACH Group Management Limited ACH Access Legal Limited ACH Claims Limited ACH Media Solutions Limited ACH Medical Limited ACH Broker Services Ltd ACH Quote Me Cover Me Limited Country of incorporation Australia Australia Australia Australia Australia Australia United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom 2015 Ownership Interest (%) 2014 Ownership Interest (%) 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - - - - 100 100 100 100 100 100 100 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 114 Slater and Gordon Limited Page 93 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 30: Group Entities (continued) Controlled entities (continued) Country of incorporation 2015 Ownership Interest (%) 2014 Ownership Interest (%) Entities collectively referred to as Slater Gordon Solutions (continued): Crusader Assistance Group Holdings Limited Accident & Equity Limited Crusader Group Holdings Limited Centurion Uninsured Loss Recovery Services Limited Equi-Medical Reports Limited Equi Rehab Limited Crusader Uninsured Loss Recovery Service Limited Crusader Connect Limited Quindell Business Process Services (UK) Limited Colegate Vehicle Hire Limited Colegate Accident Assistance Ltd Auto Indemnity (UK) Limited Overland Limited Overland Health Limited Overland Malta (Trading) Limited Overland Legal Limited* Property Home Buyers Limited* United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Malta Malta Malta Malta Malta 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 75 60 - - - - - - - - - - - - - - - - - *Entities under voluntary liquidation since November 2014. Slater and Gordon Limited Page 94 115 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations 2015: Acquisition of business – All States Legal Co Pty Ltd trading as Nowicki Carbone (provisionally accounted) On 31 October 2014, the Group acquired the business of Nowicki Carbone, a personal injury law firm based in Melbourne, Victoria. The strategic rationale for this business acquisition is: • to further expand the Group’s personal injury law practice; • synergies expected to be achieved as a result of combining the acquired business with the rest of the Group; and • to reaffirm the Group’s position as the leading law firm brand in the Australian consumer legal services market. The consideration transferred and the value of the assets and liabilities assumed at the date of acquisition are as follows: Consideration Cash Net present value of total consideration Net assets acquired Assets - Trade and other receivables - Work in progress - Plant and equipment - Intangible assets - Deferred taxation - Other assets Total assets acquired Liabilities - Bank overdraft - Payables - Provisions - Borrowings Total liabilities acquired Net assets acquired Gain from bargain purchase $’000 10,000 10,000 Fair Value $’000 3,899 39,209 993 57 770 1,802 46,730 (151) (3,683) (511) (318) (4,663) 42,067 (32,067) The initial accounting for the acquisition of Nowicki Carbone has only been provisionally determined at the end of the reporting period. Since the acquisition date, Nowicki Carbone has contributed profit after tax of $9,981,000 in the period ended 30 June 2015, which is included in the consolidated profit. As at the date of reporting, it is not practical to disclose the revenue and profit after tax of the combined entity as if the acquisition took place on 1 July 2014 as the Group does not have access to audited financial information for the period prior to the date of acquisition prepared on the same Group accounting policies. Acquisition-related costs for this acquisition amounting to $270,000 have been excluded from the total consideration and have been recognised as an expense in the period ended 30 June 2015, within the ‘costs associated with acquisitions’ line item in the statement of profit or loss. 116 Slater and Gordon Limited Page 95 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of other businesses in Australia During the year ended 30 June 2015, the Group acquired the following businesses in Australia: Acquisition Date 31 July 2014 5 September 2014 12 September 2014 31 October 2014 28 November 2014 Business Fiocco Lawyers Biddle Lawyers Cox West Lawyers Schultz Toomey O’Brien Bannister Law Location Perth, WA Victoria Point, QLD Penrith, NSW Sunshine Coast, QLD Sydney, NSW Business Type Personal Injury Law and Consumer Legal Services Consumer Legal Services Personal Injury Law and Consumer Legal Services Personal Injury Law and Consumer Legal Services Personal Injury Law The strategic rationale for these business acquisitions is: • to further expand the Group’s personal injuries and consumer legal services practice; • synergies expected to be achieved as a result of combining the acquired businesses with the rest of the Group; and • to reaffirm the Group’s position as the leading law firm brand in the Australian consumer legal services market. The consideration transferred and the final value of the consolidated assets and liabilities assumed at the dates of acquisition are as follows: Consideration Cash Equity issued (342,961 shares at $5.54 per share) Fair value of deferred consideration (cash) Net present value of total consideration Net assets acquired Assets - Trade and other receivables - Work in progress - Plant and equipment - Intangibles - Deferred taxation - Other assets Total assets acquired Liabilities - Bank overdraft - Payables - Provisions - Borrowings Total liabilities acquired Net assets acquired Goodwill on acquisition $’000 19,165 1,900 4,653 25,718 Fair Value $’000 3,642 17,263 1,473 2,764 527 523 26,192 (53) (951) (637) (1,194) (2,835) 23,357 2,361 There were 342,961 shares issued as part of the consideration. The issue price of $5.54 is based on the volume weighted average price of ordinary shares on the 130 business days immediately preceding the completion date. The profit and loss results of the acquired businesses are not set out. It is not practicable to disclose the profit and loss results of the acquired businesses as they have been integrated into the existing operations and reporting structure of the Group. It is also not practical to disclose the revenue and profit after tax of the combined entities as if these acquisitions took place on 1 July 2014 as the Group does not have access to audited financial information for the period prior to the dates of acquisition prepared on the same Group accounting policies. Slater and Gordon Limited Page 96 117 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of other businesses in Australia (continued) Acquisition-related costs for these acquisitions amounting to $235, 000 have been excluded from the total consideration and have been recognised as an expense in the period ended 30 June 2015, within the ‘costs associated with acquisitions’ line item in the statement of profit or loss. Acquisition of business – Slater Gordon Solutions (provisionally accounted) On 29 May 2015 the Group acquired SGS from Quindell Plc. SGS is comprised of 52 legal entities incorporated in the UK and Malta as outlined in Note 30. The principal activities of SGS are: I. II. III. First notification of loss (“FNOL”) services for various partner organisations, including insurance brokers, insurers, motoring organisations and vehicle manufacturers. These services include the facilitation of vehicle retrieval, repair and replacement vehicle hire for not at fault drivers; Conducting claims on behalf of not at fault parties to road traffic accidents (“RTA”), including credit hire, repair and personal injury claims. Conducting claims on behalf of individuals injured in the course of employment or in a public place (“EL/PL”). One species of employers’ liability claim that SGS is currently conducting are personal injury claims for a large group of people who allege noise induced hearing loss (“NIHL”) as a consequence of employment and who may be entitled to compensation as a result. It is expected that these NIHL claims will be concluded in the next 1 to 3 years; and IV. Services complementary to these claims processes, including: a. b. A medical reporting service for claimant lawyers; The assessment, triage and facilitation of rehabilitation services for not at fault parties injured in accidents; and c. A costing service for lawyers and law firms. The strategic rationale for this business acquisition is: • to become the leading personal injury group in the UK; and • access to a comprehensive platform of businesses, processes and infrastructure that augments the Group’s existing UK operation. 118 Slater and Gordon Limited Page 97 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of business – Slater Gordon Solutions (provisionally accounted) (continued) The provisional consideration transferred and the value of the consolidated assets and liabilities assumed at the dates of acquisition is as follows: Consideration Cash Net present value of total consideration Net assets acquired Assets - Cash and cash equivalents - Trade and other receivables - Work in progress - Plant and equipment - Intangible assets - Current tax assets - Deferred tax assets - Other assets Total assets acquired Liabilities - Short-term borrowings - Current tax liability - Payables - Provisions - Deferred tax liabilities Total liabilities acquired Net assets acquired Goodwill on acquisition $’000 1,294,695 1,294,695 Fair Value $’000 5,129 358,956 153,349 4,890 71,299 29,041 44,720 8,010 675,394 (10) (14,080) (348,182) (4,794) (13,357) (380,423) 294,971 999,724 The initial accounting for the acquisition of SGS has only been provisionally determined at the end of the reporting period. The key item that gave rise to the goodwill above is the capacity of SGS to underpin strategic growth of the personal injuries practice within the UK market. Since the acquisition date, SGS has contributed total revenue of $37,181,000 and loss after tax of $4,626,000 in the year ended 30 June 2015, which is included within the consolidated profit. As at the date of reporting, it is not practical to disclose the revenue and profit after tax of the combined entities as if the acquisition took place on 1 July 2014 as the Group does not have access to audited financial information for the period prior to the date of acquisition prepared on the same Group accounting policies. Acquisition-related costs for this acquisition amounting to $20,776,000 have been recognised as an expense in the year ended 30 June 2015, within the ‘costs associated with acquisitions’ line item in the statement of profit or loss. The acquisition of SGS has been provisionally accounted for at year end. Given the proximity of the acquisition date to the reporting date, the values of the acquired assets and liabilities of SGS are considered provisional. It is also not practical for the Group to determine an estimate of the noise-induced hearing loss (“NIHL”) claims asset and associated deferred consideration. These will be updated within 12 months post-acquisition in accordance with AASB 3 Business Combinations. The directors believe deferred consideration would be in the range of £25 million ($51 million) to £55 million ($113 million). On 5 August 2015, Quindell Plc, the vendor of SGS, published qualified financial statements in which the current directors and auditors of Quindell Plc explained, inter alia, that relevant information relating to transactions entered into Slater and Gordon Limited Page 98 119 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of business – Slater Gordon Solutions (provisionally accounted) (continued) by the former directors that could impact on the accounting, intention, commercial purpose or value of certain transactions was not available to them. On 5 August 2015 the Serious Fraud Office in the United Kingdom advised that it has opened a criminal investigation into the business and accounting practices of Quindell Plc. The acquisition of SGS was structured as an acquisition of the various entities rather than an acquisition of the common stock of Quindell Plc. Moreover, Quindell Plc provided detailed warranties to the Company in relation to the operations of the assets comprising SGS. Those warranties are secured by a Warranty Escrow account holding £50m. The Company is confident that it has no liability as a result of the matters described above. In the course of preparing these financial statements, the Directors have sought to identify, understand and properly account for all relevant prior transactions undertaken by entities within SGS. Despite reasonable inquiries, including of current directors of Quindell Plc, the Directors are unable to identify or rationalise every historic transaction undertaken by the former directors of the various entities and have made fair value adjustments as appropriate. The Directors believe that none of the known transactions relate to the fundamental business activities or economics of SGS and none of the known transactions are material in value or effect to the Company. Acquisition of other businesses in the UK (provisionally accounted) During the year ended 30 June 2015, the Group acquired the following businesses in the UK: Acquisition Date 5 September 2014 8 May 2015 Business Flint Bishop LLP Leo Abse Cohen Location Derby, UK Wales, UK The strategic rationale for these business acquisitions is: Business Type Personal Injury Law Personal Injury Law and Consumer Legal Services • diversification of earnings through expansion of geographic coverage; and • to become a dominant law firm brand in the consumer legal services market in the UK. The provisional consideration transferred and the value of the consolidated assets and liabilities assumed at the dates of acquisition are as follows: Consideration Cash Fair value of deferred consideration (cash) Net present value of total consideration Net assets acquired Assets - Trade and other receivables - Work in progress - Plant and equipment - Other assets Total assets acquired $’000 13,136 1,427 14,563 Fair Value $’000 7,477 26,295 3,153 850 37,775 Liabilities (4,499) - Payables (1,140) - Provisions (5,639) Total liabilities acquired 32,136 Net assets acquired (17,573)* Gain from bargain purchase *The acquisition of Flint Bishop LLP resulted in goodwill of $30,000 and the acquisition of Leo Abse Cohen resulted in a gain from bargain purchase of $17,603,000. 120 Slater and Gordon Limited Page 99 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of other businesses in the UK (provisionally accounted) (continued) The initial accounting for the acquisitions have only been provisionally determined at the end of the reporting period. The profit and loss results of the acquired businesses are not set out. It is not practicable to disclose the profit and loss results of the acquired businesses as they have been integrated into the existing operations and reporting structure of the Group. It is also not practical to disclose the revenue and profit after tax of the combined entities as if these acquisitions took place on 1 July 2014 as the Group does not have access to audited financial information for the period prior to the dates of acquisition prepared on the same Group accounting policies. Acquisition-related costs for these acquisitions amounting to $458,000 have been recognised as an expense in the year ended 30 June 2015, within the ‘costs associated with acquisitions’ line item in the statement of profit or loss. Acquisition of business – Walker Smith Way Limited (provisionally accounted) On 30 April 2015, the Group acquired the business of Walker Smith Way Limited, a personal injury and consumer law practice operating throughout Northern England and Wales. The strategic rationale for this business acquisition is: • diversification of earnings through expansion of geographic coverage; and • to become a dominant law firm brand in the consumer legal services market in the UK. The provisional consideration transferred and the value of the consolidated assets and liabilities assumed at the dates of acquisition are as follows: Consideration Cash Cash settled vendor debt Fair value of deferred consideration (cash) Net present value of total consideration Net assets acquired Assets - Cash and cash equivalents - Trade and other receivables - Work in progress - Plant and equipment Total assets acquired Liabilities - Payables - Provisions - Deferred tax liabilities Total liabilities acquired Net assets acquired Gain from bargain purchase $’000 5,204 6,427 794 12,425 Fair Value $’000 2,174 7,449 20,188 67 29,878 (4,313) (1,328) (2,825) (8,466) 21,412 (8,987) The initial accounting for the acquisition of WSW has only been provisionally determined at the end of the reporting period. The profit and loss result of the acquired business is not set out. It is not practicable to disclose the profit and loss results of the acquired businesses as it has been integrated into the existing operations and reporting structure of the Group. It is also not practical to disclose the revenue and profit after tax of the combined entities as if these acquisitions took place on 1 July 2014 as the Group does not have access to audited financial information for the period prior to the date of acquisition prepared on the same Group accounting policies. Slater and Gordon Limited Page 100 121 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of business – Walker Smith Way Limited (provisionally accounted) (continued) Acquisition-related costs for this acquisition amounting to $230,000 has been recognised as an expense in the year ended 30 June 2015, within the ‘costs associated with acquisitions’ line item in the statement of profit or loss. 2014: Acquisition of business – Gibson & Gibson On 1 August 2013, the Group acquired the business of Gibson & Gibson, a personal injuries law firm based in Perth, Western Australia, for a total consideration of $3,289,100. Included in this amount is final goodwill of $1,636,314. Acquisition of business – Pannone Solicitors LLP (“Pannones”) and related entities Business combinations in the UK in 2014 have been restated for the effect of the application of the change in Group accounting policies discussed in Note 1. On 14 February 2014, the Group acquired the business of Pannone, a law firm based in Manchester, UK. On the same day the Group also acquired two related entities, Adroit Financial Planning Limited (“Adroit”) and Pannone Trust Corporation Limited (“Pannone Trust”). Adroit Financial Planning Limited is a financial planning business. Pannone Trust Corporation Limited is a dormant company, initially incorporated to act as the administrator of estates and other appointments having fiduciary responsibility associated with Adroit. The strategic rationale for these business acquisitions is: • diversification of earnings through expansion of geographic coverage; and • to become a dominant law firm brand in the consumer legal services market in the UK. The initial accounting for the acquisition had previously been provisionally determined. The necessary fair valuation of consideration and net assets acquired have now been finalised and are reflected in the amounts detailed below. The value of the assets and liabilities at the date of acquisition and converted using the acquisition date rate of exchange are as follows: Consideration Cash Equity issued (37,718 shares at $4.42 per share) Fair value of deferred consideration (cash) Net present value of total consideration Net assets acquired Assets - Cash and cash equivalents - Trade and other receivables - Work in progress - Plant and equipment - Intangible assets - Other assets Total assets acquired Liabilities - Payables - Provisions Total liabilities acquired Net assets acquired Gain from bargain purchase 122 Slater and Gordon Limited 2014 $’000 Restated 37,590 167 6,110 43,867 Fair Value 518 31,889 41,773 83 1,110 1,573 76,946 (27,253) (602) (27,855) 49,091 (5,224) Page 101 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Acquisition of business – Pannone Solicitors LLP (“Pannones”) and related entities (continued) There were 37,718 shares issued as part of the consideration. The issue price of $4.42 is based on the average of the volume weighted average price of ordinary shares on each of the 20 business days immediately preceding the completion date. In FY15 the Group entered into a variation deed with Pannones which reduces the deferred consideration payable for the acquisition. As a result the Group recognised a gain of $282,000 in the statement of profit or loss. Acquisition of business – Fentons Solicitors LLP (“Fentons”) The value of assets and liabilities at the date of acquisition and converted using the acquisition date rate of exchange are as follows: Consideration Cash Net present value of total consideration Net assets acquired Assets - Cash and cash equivalents - Trade and other receivables - Work in progress - Plant and equipment - Other assets Total assets acquired Liabilities - Payables - Provisions Total liabilities acquired Net assets acquired Gain from bargain purchase 2014 $’000 Restated 43,266 43,266 Fair Value 7 43,768 54,686 1,518 120 100,099 (40,176) (3,899) (44,075) 56,024 (12,758) Acquisition of other businesses in the UK The Group acquired the following other businesses in the UK in 2014: Acquisition Date Company Location Business Type Acquired 16 August 2013 Taylor Vinters LLP Cambridge, UK 30 August 2013 Goodmans Law Limited Liverpool, UK 29 November 2013 John Pickering & Partners LLP Halifax, UK 4 December 2013 Chadwick Lawrence LLP Yorkshire, UK Personal Injury Law Personal Injury Law Personal Injury Law Personal Injury Law Personal Injuries business operations and assets Business operations and assets Business operations and assets Personal Injuries business operations and assets Slater and Gordon Limited Page 102 123 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 31: Business Combinations (continued) Consideration Cash Equity issued (110,808 shares at $3.07 per share) Fair value of deferred consideration (cash) Net present value of total consideration Net assets acquired Assets - Trade and other receivables - Work in progress - Plant and equipment - Other assets Total assets acquired Liabilities - Payables - Provisions Total liabilities acquired Net assets acquired Goodwill *Split as follows Taylor Vinters LLP Goodmans Law Limited John Pickering & Partners LLP Chadwick Lawrence LLP 2014 $’000 Restated 16,950 340 9,681 26,971 Fair Value 9,665 15,370 9 65 25,109 (5,488) (849) (6,337) 18,772 8,199* 9,011 (1,561) (219) 968 124 Slater and Gordon Limited Page 103 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management The Group is exposed to a variety of financial risks comprising: i) ii) Credit risk Liquidity risk iii) Fair values iv) Interest rate risk v) Foreign exchange risk The board of directors has overall responsibility for identifying and managing operational and financial risks. The categories of financial instruments are as follows: Financial assets Cash and cash equivalents Loans and receivables Disbursements VCR Share Loans receivable Financial liabilities Payables Borrowings Other financial liabilities Derivatives i) Credit risk 2015 $’000 96,985 303,034 396,583 8,325 804,927 639,643 720,353 10,985 1,621 1,372,602 2014 $’000 Restated 25,270 103,158 126,210 11,844 266,482 197,912 126,331 10,103 1,020 335,366 Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The main exposure to credit risk in the Group is represented by the receivables (debtors and disbursements) owing to the Group. The maximum exposure to credit risk, excluding the value of any collateral or other security, at the end of the reporting period of recognised financial assets is the carrying amount of those assets, net of any provisions against those assets, as disclosed in the statement of financial position and notes to the financial statements. Credit risk – Slater Gordon Solutions (motor services) Debts are almost exclusively due from insurance companies. The capitalisation of insurers is regulated by the Financial Conduct Authority in the UK. The insurance industry operates a policy holders’ protection scheme to alleviate the impact of the failure of an insurance company. Credit risk is therefore spread across major UK based motor insurers in proportion to their respective share of the market. No credit insurance is taken out given the regulated nature of these entities. No interest is charged on the receivables balances however late penalty payments become payable at certain dates under the Association of British Insurers’ General Terms of Agreement. SGS does not hold any collateral over these balances nor has the legal right of offset with any amounts owed by SGS to the receivables counterparty. There is also credit risk associated with unrendered disbursements and trade receivables. Once client matters are billed, a significant portion of receivables related to the personal injuries business are considered low risk. This is because these receivables are collected directly from settlements paid by insurers into trust funds held on behalf of the Group’s clients. As at 30 June 2015, approximately 38% of trade receivables relate to the personal injury law business. Slater and Gordon Limited Page 104 125 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management (continued) i) Credit risk (continued) For the non-personal injury law business, the Group is exposed to the credit risk associated with the client’s ability to meet their obligations under the fee and retainer agreement. The Group minimises the concentration of this credit risk by undertaking transactions with a large number of clients. Management of credit risk The Group actively manages its credit risk by: • assessing the capability of a client to meet its obligations under the fee and retainer agreement; • periodically reviewing the reasons for bad debt write-offs in order to improve the future decision making process; • maintaining an adequate provision against the future recovery of debtors and disbursements; • including in practitioner’s Key Performance Indicators (“KPI’s”) measurements in respect of debtor levels, recovery and investment in disbursements; • providing ongoing training to staff in the management of their personal and practice group debtor portfolios; and • where necessary, pursuing the recovery of debts owed to the Group through external mercantile agents and the courts. At 30 June 2015, the maximum exposure to credit risk for trade and other receivables by segment was as follows: Australia UK SGS 2015 $’000 111,151 213,947 374,519 699,617 2014 $’000 96,249 133,119 - 229,368 Due to the nature of the “No Win No Fee” arrangements applicable to the majority of the legal matters managed by the Group an increase in the required processing time between initiation and settlement and an increase in the ageing of receivables, particularly disbursements, does not always increase the associated credit risk. Management performs periodic assessment of the recoverability of receivables, and provisions are calculated based on historical write-offs of the receivables as well as any known circumstances relating to the matters in progress. Cash and cash equivalents The Group held cash and cash equivalents of $96,985,000 at 30 June 2015 (30 June 2014: $25,270,000). The credit risk associated with cash and cash equivalents are considered as minimal as the cash and cash equivalents are held with reputable financial institutions in Australia and UK. ii) Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Management of liquidity risk The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate borrowing facilities are maintained. Refer to the statement of cash flows and Note 23: Cash Flow Information, for further information on the historical cash flows and the current borrowing facilities below. KPIs are set for practitioners relating to budgeted fee events, which are closely monitored by senior management. 126 Slater and Gordon Limited Page 105 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management (continued) ii) Liquidity risk (continued) The Group actively reviews its funding position to ensure the available facilities are adequate to meet its current and anticipated needs. Total banking facilities Bank overdrafts Cash advance facility Other sundry facilities Total credit facilities Amount utilised Unused bank facilities Bank overdrafts 2015 $’000 7,053 859,688 27,736 894,477 2014 $’000 5,000 200,000 15,640 220,640 (720,049) 174,428 (125,657) 94,983 Bank overdraft facilities are arranged with Westpac and Royal Bank of Scotland (National Westminster Bank) with the general terms and conditions being set and agreed to annually. The current facilities are $5,000,000 and £1,000,000 respectively (2014: $5,000,000). Interest rates are variable and subject to adjustment. Cash advance and equipment finance facility The Group entered into a new multicurrency (AUD/GBP) syndicated bank facility in June 2015 with the following structure and maturity profile: • a GBP 157,500,000 revolving loan facility. This facility expires in June 2018 and interest is charged on the loans at LIBOR plus an agreed margin; • a GBP 157,500,000 revolving loan facility. This facility expires in June 2020 and interest is charged on the loans at LIBOR plus an agreed margin; • a GBP 60,000,000 revolving loan facility, bank guarantee facility and/or letter of credit. This facility expires in June 2018 and interest is charged on the loans at LIBOR plus an agreed margin; • an AUD 45,000,000 revolving loan facility. This facility expires in June 2018 and interest is charged on the loans at BBSY Bid plus an agreed margin; and • an AUD 45,000,000 revolving loan facility. This facility expires in June 2020 and interest is charged on the loans at BBSY Bid plus an agreed margin. The proceeds of the loan facilities have been used to settle existing finance debt, general corporate purposes, the SGS acquisitions and future acquisitions. The bank guarantee facility/letter of credit will be used to meet the day to day working capital requirements, corporate purposes and future acquisitions. Slater and Gordon Limited Page 106 127 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management (continued) ii) Liquidity risk (continued) Maturity analysis The table below represents the undiscounted contractual settlement terms for financial instruments and management’s expectation for settlement of undiscounted maturities. 2015 Non-derivative financial liabilities Payables Borrowings Other current liabilities Financial liability maturities 2014 Restated Non-derivative financial liabilities Payables Borrowings Other current liabilities Financial liability maturities < 12 Months $’000 636,523 3,753 10,985 651,261 1-5 years $’000 3,120 716,600 - 719,720 Total contractual cash flows $’000 639,643 720,353 10,985 Carrying amount $’000 639,643 720,353 10,985 1,370,981 1,370,981 190,527 9,077 10,103 209,707 7,385 117,254 - 124,639 197,912 126,331 10,103 334,346 197,912 126,331 10,103 334,346 Refer to Note 32 (iv) for the maturity analysis of interest rate swaps. iii) Fair values The fair value of financial assets and financial liabilities not measured at fair value approximates their carrying amounts as disclosed in the statement of financial position and notes to the financial statements. Management of fair value risk in interest rate swaps The Group measures its interest rate swaps at fair value. These fair values are based on level 2 fair value measurements, as defined in the fair value hierarchy in AASB 13 Fair Value Measurement with reference to market data which can be used to estimate future cash flows and discount them to present value. Management’s aim is to use and source this data consistently from period to period. 128 Slater and Gordon Limited Page 107 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management (continued) iv) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Group's exposure to interest rate risks and the effective interest rates of non-derivative financial assets and financial liabilities both recognised and unrecognised at the end of the reporting period are as follows: Financial Instruments Weighted average interest rate 2014 2015 Non-interest bearing Variable interest rate Fixed interest rate Total 2015 $’000 2014 $’000 Restated 2015 $’000 2014 $’000 2015 $’000 2014 $’000 2015 $’000 2014 $’000 Restated (i) Financial assets Cash 0.09% 0.88% - - 96,985 25,270 Trade debtors Disbursements Other receivables VCR share loans receivable Total financial assets (ii) Financial liabilities Trade creditors and accruals Legal creditors Non-interest bearing vendor liabilities – acquisitions - - - - - - - - 296,946 102,859 - 396,583 126,210 - - 6,088 299 8,325 11,844 - - - - - - - - 707,942 241,212 96,985 25,270 - 281,170 74,792 - 336,588 101,554 - 21,885 21,566 - - - - - - Other current liabilities 4.45% 4.45% 6.04% 7.42% 2.26% 2.49% 2.17% 3.02% - - - - - - - 10,985 10,103 - - - - Hire purchase liability Bills of exchange – fixed rate Bills of exchange – variable rate Total financial liabilities Interest rate swaps - - - - - - - - - - - - - - - - - - - - 96,985 25,270 296,946 102,859 396,583 126,210 6,088 299 8,325 11,844 804, 927 266,482 281,170 74,792 336,588 101,554 21,885 21,566 10,985 10,103 9,429 6,418 9,429 6,418 96,314 80,094 96,314 80,094 - 614,610 39,819 - - 614,610 39,819 639,643 197,912 625,595 49,922 105,743 86,512 1,370,981 334,346 Interest rate swap transactions are entered into by the Group to exchange variable and fixed interest payment obligations to protect long-term borrowings from the risk of increasing interest rates. The Group uses swap contracts to maintain a designated proportion of fixed to floating debt. The notional principal amounts of the swap contracts approximate 14% (2014: 67%) of the Group’s outstanding borrowings on the cash advance facility (excluding the working capital facility) at 30 June 2015. The net interest payments or receipt settlements of the swap contracts are matched to the maturity of the cash advance they are hedging. The net settlement amounts are brought into account as an adjustment to interest expense. At the end of the reporting period, the details of outstanding contracts, all of which are to receive floating/pay-fixed interest rate swaps, are as follows: Slater and Gordon Limited Page 108 129 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 32: Financial Risk Management (continued) iv) Interest rate risk (continued) Maturity of notional amounts 0 to 2 years 2 to 5 years Effective average fixed interest rate payable 2014 2015 Notional principal value 2015 $’000 2014 $’000 17,500 62,594 80,094 2.23% 2.27% 4.18% 35,534 2.02% 60,801 96,335 The net effective variable interest rate borrowings (i.e. unhedged debt) expose the Group to interest rate risk which will impact future cash flows and interest charges and are indicated by the following interest rate financial liabilities: Floating rate instruments: Unhedged cash advances/bills of exchanges 2015 $’000 2014 $’000 614,610 614,610 39,819 39,819 Interest rate swaps are measured at fair value with gains and losses taken to the cash flow hedge reserve until such time as the profit or loss associated with the hedged risk is recognised in the consolidated statement of comprehensive income. Given the matching of the hedge settlements with the payment of interest expense on the hedged borrowings, the balance in the reserve attributable to interest rate swaps is generally minimal. Interest rate sensitivity If interest rates were to increase/decrease by 100 basis points from rates used to determine fair values as at the end of the reporting period, assuming all other variables that might impact on fair value remain constant, then the impact on profit for the year and equity is as follows: +/- 100 basis points: Impact on profit after tax Impact on equity v) Foreign exchange risk 2015 $’000 - 3,098 2014 $’000 - 2,371 The Group is exposed to currency risk on services income, expenses, receivables and borrowings that are denominated in a currency other than respective functional currencies of the group entities. The major functional currencies are the Australian Dollar (AUD) and Sterling (GBP). In relation to recognised assets and liabilities denominated in a currency other than the entity’s functional currency, the group hedges all foreign currency exposures via a natural hedge. Foreign currency net investment translation risk relating to the acquisition of Slater Gordon Solutions is partially hedged through borrowings denominated in GBP, resulting in an overall reduction in the net assets that are translated. The remaining translation exposure is not hedged. The Group has no significant exposures to currency risk other than translation of its foreign subsidiaries in the United Kingdom (UK). Any impacts on the balances relating to Slater and Gordon subsidiaries in the UK as a result of movements in the foreign exchange rate are recorded in other comprehensive income as foreign currency translation reserve. Refer to Note 1(s). The Group has no other significant exposures to foreign exchange risk. 130 Slater and Gordon Limited Page 109 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 33: Fair Value Measurements i) Fair value hierarchy Refer to Note 2 (d) for discussion on the fair value hierarchy. 30 June 2015 Recurring Fair Value Measurements Financial liabilities Derivative financial instruments – interest rate swaps Contingent consideration 30 June 2014 Restated Recurring Fair Value Measurements Financial liabilities Derivative financial instruments – interest rate swaps Contingent consideration Level 1 $’000 Level 2 $’000 Level 3 $’000 - - - 1,621 - 1,621 - 6,090 6,090 Total $’000 1,621 6,090 7,711 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 - - - 1,020 - 1,020 - 12,633 12,633 1,020 12,633 13,653 30 June 2015 Financial instruments not measured at fair value Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Financial assets Trade and other receivables Total Financial liabilities Trade Creditors* Legal Creditors Vendor Liabilities – acquisitions Borrowings Finance Lease Liability Total - - - - - - - - - 303,034 303,034 303,034 303,034 - - - 710,924 9,429 720,353 98,558 336,588 21,886 - - 98,558 336,588 21,886 710,924 9,429 457,032 1,177,385 30 June 2014 Restated Financial instruments not measured at fair value Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets Trade and other receivables Total Financial liabilities Trade Creditors* Legal Creditors Vendor Liabilities – acquisitions Borrowings Finance Lease Liability Total *Accrued expenses that are not financial liabilities are excluded - - - - - - - - - - - 119,913 6,418 126,331 103,158 103,158 103,158 103,158 11,914 101,554 21,566 - - 135,034 11,914 101,554 21,566 119,913 6,418 261,365 Slater and Gordon Limited Page 110 131 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 33: Fair Value Measurements (continued) ii) Valuation techniques and inputs used in Level 2 and 3 fair value measurements The fair value of the interest rate swaps is measured with reference to market data which can be used to estimate future cash flows. The key input into this valuation is the interest rate swap revaluation statement as provided by Westpac Banking Corporation and National Australia Bank. The fair value of contingent consideration payable in a business combination is measured with reference to current fee and performance forecasts which can be used to estimate future cash flows. The key inputs into this valuation are the estimated future cash flows and the average discount rate of 9.2% used to determine the present value the future cash flows. iii) Reconciliation of recurring Level 3 fair value movements Contingent Consideration Opening balance Acquisitions Payments Adjustment to contingent consideration Interest Exchange differences Closing balance 2015 $’000 7,927 4,185 (1,865) (4,983) 378 447 6,089 2014 $’000 Restated 7,976 6,794 (4,947) (2,668) 930 (158) 7,927 There has been no change in the range of undiscounted contingent consideration outcomes during the year. iv) Sensitivity analysis for recurring Level 3 fair value measurements A reasonable movement in the unobservable inputs would not significantly impact the fair value of contingent consideration as at the end of the reporting period and therefore not impact profit after tax and equity. 132 Slater and Gordon Limited Page 111 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 34: Prior Period Error The Group has identified two errors in the method used to report receipts from customers and payments to suppliers and employees by the UK business during the current reporting period: • From the initial date of acquisition of Russell Jones and Walker LLP in the year ended 30 June 2012 until the period ended 31 December 2013, the UK business reported receipts from customers on a ‘gross’ rather than a ‘net’ basis in accordance with Group Reporting Policy. This effect was wholly offset by the same amount being added to the calculation of total payments to suppliers and employees. The amounts represented customer disbursements and related Value Added Tax (VAT). Net cash derived from operating activities in all periods was unaffected and remains as reported. • In the 30 June 2014 and 31 December 2014 financial statements UK VAT is duplicated in receipts from customers. This effect was wholly offset by the same amount being included in total payments to suppliers and employees. The cause of this was an arithmetic error in the consolidation spread sheet model operated in the Company’s UK business at that time. Net cash derived from operating activities in all periods was unaffected and remains as reported. The error has been corrected by restating each of the affected financial statement line items for the prior periods, as follows: Previous Cash flow from operating activities Receipts from customers Payments to suppliers and employees Interest received Borrowing costs Income tax (paid)/refunded Net cash provided by operating activities Restated Cash flow from operating activities Receipts from customers Payments to suppliers and employees Interest received Borrowing costs Income tax (paid)/refunded Net cash provided by operating activities Year ended 30 June 2012 $’000 Year ended 30 June 2013 $’000 Year ended 30 June 2014 $’000 202,929 (182,110) 357 (5,374) 157 15,959 324,279 (285,148) 281 (6,158) (537) 32,717 442,609 (375,225) 401 (5,344) (8,006) 54,435 Year ended 30 June 2012 $’000 Year ended 30 June 2013 $’000 Year ended 30 June 2014 $’000 199,813 (178,994) 357 (5,374) 157 15,959 288,719 (249,588) 281 (6,158) (537) 32,717 410,142 (342,758) 401 (5,344) (8,006) 54,435 Difference in net cash provided by operating activities - - - The error does not have an impact on the Company’s retained earnings, profit or loss previously reported earnings per share nor the cash and cash equivalent balances in the prior periods. Note 35: Subsequent Events Subsequent to the end of the financial year, all unvested VCR shares at 30 June 2015 have either vested and converted into ordinary shares (subject to disposal restrictions) or have been approved for redemption. Other than the aforementioned, there have not been any matters or circumstances that have significantly affected, or may significantly affect, the results reported in the financial statements. Note 36: Deed of Cross Guarantee Slater and Gordon Limited, Trilby Misso Lawyers Limited and Slater & Gordon Lawyers NSW Pty Ltd are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission. A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities subject to the deed, after eliminating all transactions between parties to the deed of cross guarantee is set out as follows: Slater and Gordon Limited Page 112 133 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 36: Deed of Cross Guarantee (continued) Statement of Comprehensive Income Revenue Finance costs Other expenses Profit before income tax expense Income tax expense Profit for the year Changes in fair value of cash flow hedges and foreign currency translation, net of tax Total comprehensive income for the year Statement of Financial Position Current assets Cash and cash equivalents Receivables Work in progress Other current assets Total current assets Non-current assets Plant and equipment Receivables Work in progress Intangible assets Investment in subsidiary Other non-current assets Deferred tax assets Total non-current assets Total assets Current liabilities Payables Short term borrowings Current tax liabilities Provisions Total current liabilities Non-current liabilities Payables Long term borrowings Deferred tax liabilities Derivative financial instruments Provision Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained profits Total equity 134 Slater and Gordon Limited 2015 $’000 270,958 (6,172) (217,273) 47,513 (14,201) 33,312 2014 $’000 Restated 226,778 (5,138) (171,820) 49,820 (16,408) 33,412 11,303 44,615 4,758 38,170 12,923 198,129 177,535 7,598 396,185 10,657 11,947 131,993 57,788 945,640 15,179 28,932 1,202,136 1,598,321 71,333 2,510 4,564 26,757 105,164 3,123 84,647 115,108 1,257 2,921 207,056 312,220 1,286,101 1,098,345 26,261 161,495 1,286,101 11,620 192,813 174,150 5,323 383,906 7,611 13,095 108,685 58,702 7,678 11,844 14,783 222,398 606,304 62,777 1,351 854 16,137 81,119 2,765 44,298 102,152 759 3,034 153,008 234,127 372,177 217,049 9,326 145,802 372,177 Page 113 Annual Report 2015Slater and Gordon Limited Notes to the Financial Statements For the Year Ended 30 June 2015 Note 37: Parent Entity Disclosures As at, and throughout, the financial year ended 30 June 2015 the parent entity of the Group was Slater and Gordon Limited. Results of parent entity Profit for the year Other comprehensive income Total comprehensive income for the year 2015 $’000 2014 $’000 Restated 65,128 11,303 76,431 36,054 4,758 40,812 There has been a recharge by the parent entity of management and associated services and interest expense to the subsidiary entities. Financial position for the parent entity at year end Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity of the parent company comprising of Contributed equity Reserves Retained profits Total Equity Other commitments and contingencies 374,540 1,226,906 1,601,446 101,888 201,369 303,257 1,098,345 26,261 173,583 1,298,189 332,308 236,398 568,706 75,551 140,644 216,195 217,049 9,382 126,080 352,511 The Company has agreements with third party disbursement funders, ASK Funding Limited and Equal Access Funding Proprietary Limited (“the existing Funders”), to provide financial guarantees to the funders with respect to disbursement funding borrowings to the Group’s clients. The nature of this agreement is that the funders will fund disbursements in respect of individual matters and will be reimbursed out of any settlement proceeds on the matter. The Group has provided a financial guarantee for the repayment of the clients’ obligations to the funders. Since 30 June 2014, the Company ended its arrangement with ASK Funding and settled all disbursements previously funded by ASK Funding and recognised them as part of the receivables balance at 30 June 2015. The total amount funded by the funders (existing and assumed) to the Company’s clients at 30 June 2015 is $13,603,000 (30 June 2014: $10,591,000). The maximum exposure of the Company at 30 June 2015 is $13,603,000 (30 June 2014: $10,591,000) if the disbursements on client matters are not recovered from any other party. Operating lease commitments 2015 $’000 2014 $’000 Non-cancellable operating leases (including rental of office space) contracted but not capitalised in the parent financial statements. Within one year One year or later and not later than five years Greater than five years 12,636 30,140 6,712 11,986 31,775 6,342 49,488 50,103 Slater and Gordon Limited Page 114 135 Annual Report 2015Slater and Gordon Limited Slater and Gordon Limited Directors’ Declaration The directors declare that the financial statements and notes set out on pages 66 to 135 and the directors’ report are in accordance with the Corporations Act 2001 and: (a) (b) (c) Comply with Accounting Standards and the Corporations Regulations 2001, and other mandatory professional reporting requirements; As stated in Note 1, the financial statements also comply with International Financial Reporting Standards; Give a true and fair view of the financial position of the consolidated entity as at 30 June 2015 and of its performance as represented by the results of its operations, changes in equity and its cash flows, for the year ended on that date. In the directors’ opinion there are reasonable grounds to believe that • Slater and Gordon Limited will be able to pay its debts as and when they become due and payable. • the Company and the group entities identified in Note 36 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418. This declaration has been made after receiving the declarations required to be made by the chief executive officer and chief financial officer to the directors in accordance with sections 295A of the Corporations Act 2001 for the financial year ended 30 June 2015. This declaration is made in accordance with a resolution of the directors. John Skippen Chair Melbourne 29 September 2015 Andrew Grech Group Managing Director 136 Slater and Gordon Limited Page 115 Annual Report 2015Slater and Gordon Limited SLATER AND GORDON LIMITED   ABN 93 097 297 400  AND CONTROLLED ENTITIES  INDEPENDENT AUDITOR'S REPORT  TO THE MEMBERS OF  SLATER AND GORDON LIMITED   Report on the Financial Report  We have audited the accompanying financial report of Slater and Gordon Limited and controlled entities,  which  comprises  the  consolidated  statement  of  financial  position  as  at  30  June  2015,  the  consolidated  statement  of  comprehensive  income,  consolidated  statement  of  changes  in  equity  and  consolidated  statement  of  cash  flows  for  the  year  then  ended,  notes  comprising  a  summary  of  significant  accounting  policies  and  other  explanatory  information,  and  the  directors’  declaration  of  the  consolidated  entity  comprising  the  company  and  the  entities  it  controlled  at  the  year's  end  or  from  time  to  time  during  the  financial year.  Directors’ Responsibility for the Financial Report  The directors of the company are responsible for the preparation of the financial report that gives a true and  fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such  internal control as the directors determine is necessary to enable the preparation of the financial report that  gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1,  the  directors  also  state,  in  accordance  with  Accounting  Standard  AASB  101  Presentation  of  Financial  Statements, that the financial statements comply with International Financial Reporting Standards.  Auditor's Responsibility  Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit  in  accordance  with  Australian  Auditing  Standards.  Those  standards  require  that  we  comply  with  relevant  ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable  assurance about whether the financial report is free from material misstatement.  An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the  financial report. The procedures selected depend on the auditor's judgement, including the assessment of  the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk  assessments, the auditor considers internal control relevant to the company’s preparation of the financial  report  that  gives  a  true  and  fair  view  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  company's  internal control. An audit also includes evaluating the appropriateness of accounting policies used and the  reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation  of the financial report.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our  audit opinion.  An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne  |  Sydney  |  Perth  |  Adelaide  |  Brisbane|  Newcastle An independent member of Baker Tilly International 116 137 Annual Report 2015Slater and Gordon Limited SLATER AND GORDON LIMITED   ABN 93 097 297 400  AND CONTROLLED ENTITIES  INDEPENDENT AUDITOR'S REPORT  TO THE MEMBERS OF  SLATER AND GORDON LIMITED   Independence  In conducting our audit, we have complied with the independence requirements of the Corporations Act  2001.  Opinion  In our opinion:   (a)  the financial report of Slater and Gordon Limited and controlled entities is in accordance with the  Corporations Act 2001, including:  (i)  giving a true and fair view of the consolidated entity's financial position as at 30 June 2015 and  of its performance for the year ended on that date; and  (ii)  complying with Australian Accounting Standards and the Corporations Regulations 2001; and  (b)  the consolidated financial report also complies with International Financial Reporting Standards as  disclosed in Note 1.  Report on the Remuneration Report  We have audited the Remuneration Report included in pages 35 to 63 of the directors' report for the year  ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of  the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility  is  to  express  an  opinion  on  the  Remuneration  Report,  based  on  our  audit  conducted  in  accordance  with  Australian Auditing Standards.  Opinion  In our opinion, the Remuneration Report of Slater and Gordon Limited and controlled entities for the year  ended complies with section 300A of the Corporations Act 2001.  A R FITZPATRICK Partner 29 September 2015  PITCHER PARTNERS  Melbourne  An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne  |  Sydney  |  Perth  |  Adelaide  |  Brisbane|  Newcastle An independent member of Baker Tilly International 117  138 Annual Report 2015Slater and Gordon Limited Additional ASX Information In accordance with the Australian Stock Exchange Limited Listing Rules, the Directors provide the following information as at 14 September 2015. a). Distribution of shareholders and option holders. Number of Ordinary Shareholders VCR Shares Performance Rights Holding 1 1,001 5,001 10,001 100,001 - 1,000 - 5,000 - 10,000 - 100,000 - Over 5,267 9,354 2,926 2,220 166 19,933 - 1 - 19 - 20 There are 275 shareholders holding less than a marketable parcel (i.e. less than $500 per parcel of shares). b). Twenty largest shareholders 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Shareholder National Nominees Limited HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Limited Citicorp Nominees Pty Limited BNP Paribas Noms Pty Ltd (DRP) Mr Andrew Grech Mr Ken Fowlie Mr Hayden Stephens Ms Cath Evans Citicorp Nominees Pty Limited (Colonial First State Inv A/C) HSBC Custody Nominees (Australia) Limited - A/C 3 UBS Nominees Pty Ltd Merrill Lynch (Australia) Nominees Pty Limited Wildflower Investments Pty Ltd (Evans Family S/F A/C) HSBC Custody Nominees (Australia) Limited (Nt-Comnwlth Super Corp A/C) Deansgate 123 LLP AMP Life Limited Bond Street Custodians Limited (Cockej - F01832 A/C) Joeman Holdings Pty Ltd Custodial Services Limited (Beneficiaries Holding A/C) - 16 19 19 - 54 % Held 14.54 14.07 13.43 3.15 3.12 1.82 1.45 1.21 1.14 1.11 0.91 0.87 0.64 0.59 0.50 0.43 0.43 0.40 0.35 Number of Shares held 50,996,052 49,347,216 47,091,870 11,051,410 10,930,978 6,383,238 5,096,221 4,255,115 3,981,433 3,875,618 3,203,242 3,037,159 2,232,958 2,060,545 1,752,472 1,516,015 1,507,386 1,390,267 1,240,170 1,233,844 212,183,209 0.35 60.51 c). Substantial shareholders A substantial shareholder is one who has a relevant interest in 5 per cent or more of the total issued shares in the Company. Following are the substantial shareholders in the Company based on notifications provided to the Company under the Corporations Act 2001: Shareholder National Australia Bank Limited and its Associated Companies UBS Group AG and its related bodies corporate Number 24,345,327 25,936,975 Ordinary Shares % * 6.94 7.40 * Percentage of shares held based on total issued capital of the Company at the time a substantial shareholder notice was provided to the Company. d). Voting rights All issued ordinary shares carry one vote per share. VCR shares and performance rights do not carry any voting rights. Slater and Gordon Limited Page 118 139 Annual Report 2015Slater and Gordon Limited Corporate Directory Directors John Skippen, Chair Andrew Grech, Group Managing Director Ian Court Ken Fowlie Erica Lane Rhonda O’Donnell Auditors Pitcher Partners Level 19 15 William Street Melbourne Victoria 3000 Company Secretaries Wayne Brown Kirsten Morrison Registered Office and Corporate Office Level 12 485 La Trobe Street Melbourne Victoria 3000 Telephone: (03) 9602 6888 Facsimile: (03) 9600 0290 Company Website www.slatergordon.com.au Company Numbers ACN 097 297 400 ABN 93 097 297 400 Bankers Westpac Banking Corporation Level 7 150 Collins Street Melbourne Victoria 3000 National Australia Bank Level 30 500 Bourke Street Melbourne Victoria 3000 Solicitors Arnold Bloch Leibler Level 21 333 Collins Street Melbourne Victoria 3000 Securities Exchange Listing Slater and Gordon Limited shares are listed on the Australian Securities Exchange. The Home Exchange is Melbourne ASX Code: SGH Share/Security Registers The Registrar Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 GPO Box 2975 Melbourne Victoria 3001 Telephone Toll Free 1300 850 505 (Australia) +61 3 9415 4000 (Overseas) Investor Centre Website: www.computershare.com.au Email: web.queries@computershare.com.au 140 Slater and Gordon Limited Page 120 Annual Report 2015Slater and Gordon Limited slatergordon.com.au 

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