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Sonic HealthcareAnnual
Report
2023
ABN 24 004 196 909
Corporate Directory
DIRECTORS
Prof. M.R. Compton AM | Chairman
Dr C.S. Goldschmidt | Managing Director
Mr C.D. Wilks | Finance Director
Prof. C. Bennett AO
Prof. S. Crowe AO
Dr K. Giles
Mr N. Mitchell
Mr L.J. Panaccio
Ms K.D. Spargo
COMPANY SECRETARY
Mr P.J. Alexander
PRINCIPAL REGISTERED OFFICE IN AUSTRALIA
Level 22, Grosvenor Place,
225 George Street, Sydney
New South Wales, 2000, Australia
P 61 2 9855 5444
F 61 2 9878 5066
W www.sonichealthcare.com
E contactus@sonichealthcare.com.au
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street, Adelaide,
South Australia, 5000, Australia
P 1300 556 161 (Within Australia)
P 61 3 9415 4000 (Outside Australia)
F 1300 534 987 (Within Australia)
F 61 3 9473 2408 (Outside Australia)
W www.computershare.com
E www.investorcentre.com/contact
AUDITOR
PricewaterhouseCoopers
SOLICITORS
Allens
Gilbert+Tobin
Norton Rose Fulbright
BANKERS
Australia and New Zealand Banking Group
BNP Paribas
Commerzbank
Commonwealth Bank of Australia
Crédit Industriel et Commercial
DNB Bank
HSBC
JPMorgan Chase Bank
Mizuho Bank
MUFG Bank
Westpac Banking Corporation
STOCK EXCHANGE LISTINGS
Sonic Healthcare Limited shares are listed on the
Australian Securities Exchange (SHL.AX). Sonic
Healthcare Limited also has a Level 1 sponsored
American Depositary Receipt (ADR) facility managed
by BNY Mellon (the ‘Depositary’). Sonic Healthcare
Limited’s ADRs are traded under the code SKHHY.
Verification of Unaudited Information in this Annual Report
Unaudited information in this Annual Report comprises all information included in the Annual Report other
than the Financial Report, the Remuneration Report within the Directors’ Report, the Directors’ Declaration,
the Independent Auditor’s Report and the Auditor’s Independence Declaration.
The integrity of the unaudited information has been verified as materially accurate and/or reasonable using
the following processes:
§ Financial information in the unaudited information has been tied to the current and/or previous audited
Financial Reports, or has been gathered using the same reporting and consolidation process as used for
the Financial Report (which includes several review layers), or has been sourced from third parties.
§ The unaudited information has been reviewed and approved by the Managing Director and Finance
Director individually, the Audit Committee, and the Board as a whole.
§ The independent auditor has read the unaudited information and has considered whether the information
is materially inconsistent with the Financial Report or their knowledge obtained in the audit, or otherwise
appeared to be materially misstated. The auditor had nothing to report in this regard.
Forward-looking statements and opinions included in the unaudited information (which may be identified
by the use of terminology including ‘expects’, ‘believes’, ‘targets’, ‘likely’, ‘should’, ‘could’, ‘intends’, ‘aims’,
‘is estimated’ or similar expressions) are not certainties, guarantees or predictions of future performance.
Readers are cautioned not to place undue reliance on forward-looking statements or opinions.
Cover
Vivienne Bui,
Patient Services District Supervisor,
Melbourne Pathology,
Victoria, Australia
Inset
Kevin Wallace, Biochemistry
Laboratory Technician,
Melbourne Pathology,
Victoria, Australia
Contents
Chairman’s Letter
CEO’s Report
Financial History
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Financial Report
Directors’ Declaration
Independent Auditor’s Report to the
Members of Sonic Healthcare Limited
Shareholders’ Information
02
04
07
10
52
53
66
144
145
151
Chairman’s
Letter
Dear Fellow Shareholders,
On behalf of the Company’s Board of Directors, I am
delighted to present to you Sonic Healthcare’s 2023
Annual Report.
The Company’s net profit for the 2023 financial year was
A$685 million, on revenues of A$8.2 billion. Whilst these
figures are lower than the prior year, due to an 80% decrease
in COVID-related revenue, our base (non-COVID) business is
strong, demonstrated by revenue growth of 11%. Compared
with FY2019, the last pre-pandemic year, net profit is
up by 25%.
We have continued our long held progressive dividend
strategy, with total dividends for the year at A$1.04 per
share, up 4%. Both dividends for the year were fully
franked, reflecting the strong performance of our Australian
operations through the pandemic. Our 30-year dividend
history is set out in the chart below, and I believe it is an
enviable track record of growing rewards for shareholders.
The buyback commenced in the second half of FY2022
and continued into FY2023, reaching a total outlay of
A$425 million.
The chart below shows Sonic’s Debt Cover ratio (Net debt/
EBITDA) history. Gearing at 30 June 2023 was close to the
record low level.
Debt cover history
3.50
3.00
2.50
2.00
1.50
1.00
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)
X
(
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Dividend history (full-year, per share)
Jun-00
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Jun-05
Jun-06
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Jun-09
Jun-10
Jun-11
Jun-12
Jun-13
Jun-14
Jun-15
Jun-16
Jun-17
Jun-18
Jun-19
Jun-20
Jun-21
Jun-22
Jun-23
$
A
$1.10
$1.00
$0.90
$0.80
$0.70
$0.60
$0.50
$0.40
$0.30
$0.20
$0.10
$0.00
1994
1995
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2007
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2009
2010
2011
2012
2013
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2015
2016
2017
2018
2019
2020
2021
2022
2023
Financial year
In addition to the significant increase in our profit since
2019, the last pre-pandemic year, strong operating cash
flows have also meant that the Company’s balance sheet
has significantly strengthened. Net interest-bearing debt at
30 June 2023 was A$886 million, versus the pre-pandemic
level at 31 December 2019 of A$2,352 million. This reduction
was achieved whilst still investing in the growth of the
Company through capital expenditure on equipment,
technology, infrastructure and business acquisitions, as well
as increasing dividend payments and conducting our first
ever on-market share buyback.
02
12 months ended
Pre-pandemic long-term average
This low gearing position sets the Company in a strong
position for future growth. In addition we have recently
announced acquisitions settling post 30 June 2023 for
a total value of around A$890 million, leaving significant
capacity still available for further growth opportunities.
The Sonic Board continues to focus on development, renewal
and diversity to provide strong governance to oversee the
Company’s ongoing growth. During the financial year we
welcomed two new independent, Non-executive Directors to
the Board, Professor Christine Bennett AO and Dr Katharine
Giles. Both are qualified medical practitioners who bring an
impressive array of skills and experience to our Board. Both
have already demonstrated their value through new insights
and diverse viewpoints. A further development occurring in
the year was the appointment of Professor Suzanne Crowe AO
as the Chair of the Risk Management Committee of the Board,
bringing a fresh perspective to the role based on her extensive
clinical and commercial expertise.
Sonic’s Board currently comprises seven Non-executive
Directors, all of whom the Board considers to be
independent, plus two Executive Directors (being the
Chief Executive Officer and the Chief Financial Officer).
SONIC HEALTHCARE | ANNUAL REPORT 2023
Board members include a pathologist and three medical
practitioners in keeping with the Company’s Medical
Leadership culture. The Board’s current gender diversity
objective (minimum 40% membership of both male and
female members) is also satisfied, with 44% of Directors
being female.
Sonic Healthcare’s 2023 Sustainability Report will be
released in November 2023, and available on the Company’s
website. Our sustainability governance and strategy has
progressed significantly over the last twelve months and
I strongly recommend that shareholders read the Report,
which describes our sustainability governance and
management structures at Board, executive and operational
levels, details the Company’s material sustainability topics,
and sets out our net zero strategy and milestones, as
determined by the Sonic Sustainability Steering Committee.
The Report will also detail the manner in which Sonic
continues to care for our people, the environment, our
communities, and other communities in dire need. The Sonic
Healthcare Foundation, established and funded by Sonic
in FY2022, is now well advanced in providing healthcare
support in parts of the world where the need is most acute.
Sonic’s sustainability strategy and progress have been
recognised during the year with improved ratings from
external parties, with our MSCI rating moving from
A (Average) to A+ (Leader), and our ISS ESG rating from
C (Prime) to C+ (Prime). Sonic’s Board and management
are proud of progress in these areas, and we hope that
shareholders feel this pride as well, as our sustainability
journey continues.
Sonic continues to be included in the FTSE4Good Index
Series and the FTSE4Good Australia 30 Index.
Sonic Healthcare is an amazing Australian healthcare
and corporate success story, developing from one small
laboratory in Sydney to market leading or top 3 positions in
seven countries and number three globally. This incredible
progress would not have been possible without the
dedication and expertise of our dedicated and talented
people, and in particular our executives, managers, medical
practitioners, allied health practitioners, scientists, technical
people, and others, all bound together by the higher purpose
embodied in Sonic’s culture of Medical Leadership. I thank
each of them for their past and future efforts. I also thank
my fellow Directors for their leadership and support of the
Company, all showing strong Medical Leadership at the
most senior governance level of the Company.
Finally, but by no means least, the strong support of our
shareholders has also been instrumental in Sonic’s success.
My sincere thanks, and those of all at Sonic, go to you
for your ongoing commitment to the Company and our
mission to deliver excellent medical services to doctors and
patients alike.
Professor Mark Compton AM
Chairman
SONIC HEALTHCARE | ANNUAL REPORT 2023
03
03
CEO’s
Report
Sonic Healthcare continues to transition from the high
volume COVID-19 testing environment to business as usual.
Whilst our headline numbers for the 2023 financial year
show lower revenue and earnings versus the prior year, this
is the result of 80% less COVID-related revenue. Sonic is
significantly stronger now than pre-pandemic, with much
lower gearing and higher earnings – our earnings per share
for FY2023 were 19% higher than in the most recent pre-
pandemic comparable period, FY2019.
The chart opposite demonstrates the history of our
revenue growth, a track record in which Sonic’s staff
and shareholders should take immense pride. Whilst the
COVID revenue reduced in FY2023, the growth of our
base business (excluding COVID services) continues
apace. To date, we have performed approximately 60
million COVID-19 PCR tests across our seven countries of
operation, whilst also providing COVID-related antibody
testing, genetic sequencing and vaccination services as
part of our contribution to combat the pandemic.
Our base business revenue (excluding COVID services)
grew 11% in total in FY2023, including organically by 7%
on a like-for-like basis. Pleasingly, base business organic
revenue growth gained momentum during the year, with
6% growth in the first half, and 9% in the second. Sonic’s
unique Medical Leadership culture, and related investments
over decades in people and infrastructure, have optimally
positioned Sonic’s operations to be strong in the specialist
and hospital referrer sub-markets, and to capitalise on the
accelerating trend towards higher value tests and modalities
in laboratory medicine and radiology respectively. In turn,
this has driven market share growth.
We have invested in the development and
commercialisation of innovative testing capabilities,
including genetic tests, such as ThyroSeq® and Oncotype
DX®, microbiome testing and others. Our management
teams around the world continue to seek out innovative
new tests that we can bring to market to benefit patients
and our business.
04
SONIC HEALTHCARE | ANNUAL REPORT 2023
s
n
o
i
l
l
i
b
$
A
10.0
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
Revenue history
COVID
International
Australia
Financial year
In addition, Sonic has successfully positioned itself as a
trusted partner for government organisations, hospital
groups, and other healthcare providers to provide outsource
or joint venture laboratory services. As a very recent example
of this, Sonic has been chosen as the only private laboratory
organisation to provide genetic testing for the PrOSPeCT
project, a landmark new national cancer genomic profiling
study in Australia, to enable clinical trials for new cancer
therapies. We are also close to finalisation of the 15-year
contract to provide laboratory services for the Hertfordshire
and West Essex ICS Pathology Transformation Procurement,
a major UK NHS laboratory outsourcing. In addition, we
have recently been awarded preferred bidder status for the
Whittington Health NHS Trust, a minimum 5-year laboratory
outsourcing project. We continue to explore other contract
opportunities in the UK and more broadly.
Synergistic acquisitions are an ongoing part of our strategy
to consolidate fragmented laboratory and radiology markets,
and we have recently announced three highly attractive
acquisitions. The Diagnosticum Laboratory Group and
Medical Laboratories Duesseldorf are superb additions to
our German laboratory operations. Both are high-quality,
well-respected labs, with strong cultural alignment with
Sonic, and complementary footprints with our existing
operations. The acquisition of Synlab Suisse significantly
adds to Sonic’s market leading position in Switzerland, and
provides the opportunity for substantial synergy capture. We
have a healthy pipeline of further acquisition opportunities
currently under consideration. In addition to their financial
benefits, the many acquisitions that Sonic has made over the
years have enriched our culture, expanded the talent pool of
our people, and introduced us to new ways to improve our
service and operational efficiency.
We continue to invest in state-of-the-art facilities and
equipment, currently including new or expanded hub
laboratory facilities in Hamburg and Munich (Germany) and
Brisbane (Australia). These new facilities exemplify our high
workplace standards and will foster efficiency gains as well
as providing capacity for future growth.
At the same time, we remain acutely conscious that our
infrastructure and services represent essential services to the
communities, states and countries in which we operate.
In the post-pandemic environment, our management teams
around the globe are focused on base business organic
growth and margin improvement. We have locked in major
initiatives in our businesses to promote earnings growth over
coming years, including adjusting our workforce to match
the vastly reduced COVID-related revenues.
Sonic expects that the use of artificial intelligence in
pathology and radiology will cause step-changes in
efficiency, quality and capacity in coming years, and we
are investing in IT and infrastructure, including for digital
pathology, to unlock these material upsides. Our Franklin.ai
joint venture is nearing completion of its first AI product, with
validation studies and field trials to commence in early 2024.
Harrison.ai, in which Sonic has a 20% interest, continues to
progress its radiology AI joint venture and we are already
using their chest X-ray product throughout our radiology
operations, whilst the second product, for CT brain, is
currently being evaluated by our practices.
Sonic views sustainability as an integral part of business
strategy, and we continue to invest in our sustainability
initiatives to achieve the goals we have established. A
detailed update on our progress will be provided in our 2023
Sustainability Report, due to be released in November 2023.
Our 41,000 staff around the world are united and energised
by our deeply embedded Medical Leadership culture,
which we describe as The Sonic Difference. I am inspired
every day by the talent, dedication and deep expertise of
our managers, pathologists, radiologists and staff, and I
offer each of them my sincere thanks for everything they
do to provide the outstanding services on which Sonic’s
reputation depends.
Dr Colin Goldschmidt
CEO and Managing Director
05
SONIC HEALTHCARE | ANNUAL REPORT 2023
Sonic is significantly stronger now than pre-pandemic,
with much lower gearing and higher earnings –
our earnings per share for FY2023 were 19% higher
than in the most recent pre-pandemic comparable
period, FY2019.
Financial
History
Note that FY2023 revenue and earnings comparisons with FY2022 have been impacted materially by an 80% reduction in
COVID revenue. In addition, the Company adopted the lease accounting standard AASB 16 from 1 July 2019 and therefore most
metrics for 2019 are not comparable to the later years.
As at 30 June
2023
$’000
2022
$’000
2021
$’000
2020
$’000
20191
$’000
Base business revenue
7,683,541
6,911,644
6,599,038
6,417,604
6,184,056
COVID-19 revenue
Total revenue2
485,407
2,428,510
2,155,085
414,239
–
8,168,948
9,340,154
8,754,123
6,831,843
6,184,056
Earnings before interest, tax, depreciation
and amortisation (EBITDA)2
1,707,524
2,830,447
2,559,790
1,411,834
1,074,828
Net profit after tax2
684,984
1,460,566
1,315,040
527,749
Net cash flow from operations
1,471,033
2,225,821
2,042,836
1,360,298
549,725
847,308
Total assets
Total liabilities
Net assets
13,014,629
12,552,013
11,760,991
12,127,130
9,959,834
5,092,767
5,123,839
5,256,648
6,462,732
4,467,968
7,921,862
7,428,174
6,504,343
5,664,398
5,491,866
Net interest-bearing debt3
886,340
811,803
939,982
2,021,969
2,298,953
Statistics
Diluted earnings per share (cents)2
Dividends declared per ordinary share (cents)4
Dividend payout ratio4
Gearing ratio5
Interest cover (times)5
Debt cover (times)5
Net tangible asset backing per share ($)
Return (after tax) on invested capital (ROIC)2,6
Return (after tax) on equity2
145.0
104.0
71.7%
9.9%
29.4
0.6
0.28
8.8%
8.9%
302.5
100.0
32.5%
9.7%
47.3
0.3
0.14
19.7%
21.0%
273.1
91.0
33.1%
12.5%
33.8
0.4
(0.44)
18.7%
21.6%
110.6
85.0
76.7%
26.1%
11.5
1.8
(2.72)
8.5%
9.5%
122.1
84.0
72.5%
29.5%
10.5
2.1
(2.69)
8.8%
11.2%
1 2019 is pre the adoption of the lease accounting standard AASB 16 and therefore most metrics are not comparable to the later years
2 2019 included a non-recurring pre-tax gain of $50,385,000 (post-tax $49,585,000) on the sale of GLP Systems
3 Net interest-bearing debt excludes lease liabilities under AASB 16
4 Dividends declared and payout ratio relate to the dividends declared out of the profits for the relevant year, rather than when the dividend is paid
5 Calculated using debt facility covenant definitions, which exclude AASB 16
6 The methodology for calculating ROIC has been amended in FY2023 to more appropriately demonstrate Sonic’s returns, using pre-AASB 16 measures. Comparative
years have been restated. ROIC is calculated as tax effected (using the effective tax rate and adjusted for the tax benefit of goodwill amortisation) EBIT (pre-AASB 16),
less minority interests, divided by invested capital. Invested capital is measured as total pre-AASB 16 equity (excluding minority interests) plus net interest bearing debt
(excluding lease liabilities under AASB 16). Invested capital is the average of the opening and closing position.
SONIC HEALTHCARE | ANNUAL REPORT 2023
07
Inset
Fiona, Advanced
Skills Radiographer,
Queensland X-Ray,
Queensland, Australia
30 JUNE 2023
SONIC HEALTHCARE LIMITED
ABN 24 004 196 909
Annual
Report
2023
Directors’ Report
Your Directors present their report on the Group consisting of Sonic Healthcare Limited and the entities it controlled at the end of,
or during, the year ended 30 June 2023.
DIRECTORS
The following persons were Directors of Sonic Healthcare Limited during the whole of the financial year and up to the date of
this report:
Prof. M.R. Compton AM | Chairman
Dr C.S. Goldschmidt | Managing Director
Mr C.D. Wilks | Finance Director
Prof. S. Crowe AO
Mr N. Mitchell
Mr L.J. Panaccio
Ms K.D. Spargo
Dr P.J. Dubois and Dr E.J. Wilson retired as Directors at the Company’s Annual General Meeting held on 17 November 2022.
Prof. C. Bennett AO and Dr K. Giles were appointed as Directors on 26 September 2022.
PRINCIPAL ACTIVITIES
During the year the principal continuing activities of the Group consisted of the provision of medical diagnostic services and the
provision of administrative services and facilities to medical practitioners.
DIVIDENDS
Details of dividends in respect of the current year and previous financial year are as follows:
Interim dividend paid on 22 March 2023 (2022: 23 March 2022)
Final dividend paid on 21 September 2023 (2022: 21 September 2022)
Total dividend for the year
2023
$’000
196,971
293,923
490,894
2022
$’000
191,956
283,382
475,338
On 16 August 2023, the Board declared a final dividend in respect of the year ended 30 June 2023 of 62 cents per ordinary
share, 100% franked (at a tax rate of 30%), paid on 21 September 2023, with a record date of 7 September 2023. An interim
dividend of 42 cents per ordinary share, 100% franked (at a tax rate of 30%), was paid on 22 March 2023.
A final dividend of 60 cents per ordinary share (100% franked, at a tax rate of 30%) was paid on 21 September 2022, in respect of
the year ended 30 June 2022, out of profits of that year. The interim dividend in respect of the year ended 30 June 2022 was 40
cents per ordinary share (100% franked, at a tax rate of 30%), paid on 23 March 2022.
DIVIDEND REINVESTMENT PLAN (DRP)
The Company’s Dividend Reinvestment Plan remained suspended for the FY2023 final dividend, as it was through the 2023 and
2022 financial years.
10
SONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Operations
Sonic Healthcare is one of the world’s leading providers of medical diagnostic services, contributing to the medical care of 126
million patients in FY2023. The Group provides highly specialised pathology/clinical laboratory and diagnostic imaging (including
radiology) services to clinicians (GPs and specialists), hospitals, community health services, and their patients. Sonic is the world’s
third largest provider of pathology/clinical laboratory services (referred to in some markets as ‘laboratory medicine’) and was the
first company to do so on a global basis. Employing approximately 41,000 people, Sonic enjoys strong positions in the laboratory
markets of seven countries, being the largest private operator in Australia, Germany, Switzerland and the UK, the second largest
in Belgium and New Zealand and the third largest in the USA. In addition, Sonic is the largest operator of medical centres and the
largest occupational health provider in Australia, and the second largest participant in the Australian diagnostic imaging market.
These strong market positions allow Sonic to leverage existing infrastructure to realise synergies and to grow earnings.
Pathology is the study and diagnosis of disease through examination of organs, tissues, cells and bodily fluids. It is a broadly
defined and complex scientific field which seeks to understand the mechanisms of disease and abnormality of cells and tissues, as
well as the body’s means of responding to and repairing abnormalities. Pathology and laboratory tests are an essential component
in the delivery of modern healthcare services and are estimated to influence approximately 70% of healthcare decisions and 100%
of cancer diagnoses. Laboratory medicine is a unique medical specialty, in that pathologists and laboratory technicians typically
do not see patients directly, but rather serve as consultants to other physicians.
In response to the COVID-19 pandemic, many laboratories around the world (including ~60 Sonic laboratories globally)
commenced performing polymerase chain reaction (PCR) tests for COVID-19. PCR tests detect the presence of SARS-CoV-2,
the virus that causes COVID-19, by amplifying its genetic material (ribonucleic acid, RNA) to allow trace amounts to be detected
in nasal and throat swab specimens of patients. PCR testing is considered the gold standard for diagnosing COVID-19. Many
laboratories also offer SARS-CoV-2 serology tests, which use immunofluorescence techniques to detect antibodies to SARS-
CoV-2 that may be present in blood specimens following infection or vaccination. These tests are used clinically to retrospectively
diagnose COVID-19 disease, and in epidemiological studies to determine infection rates in the community. Specialised genetics
laboratories (including certain Sonic laboratories) perform whole genome sequencing of positive SARS-CoV-2 specimens to
support mutation identification and tracking.
The clinical laboratory process is depicted below:
The Clinical
Laboratory
Process
COLLECTING SPECIMENS
Either the referring doctor or our
expertly trained collection staff will
collect a specimen from the patient.
THE DOCTOR
When a patient visits a doctor,
the doctor may order laboratory
tests to inform a diagnosis or
monitor treatment.
THE LABORATORY
Each specimen is examined by
our experienced scientific staff
using sophisticated instruments
and advanced technology.
TRANSPORTATION
Once collected, specimens are
transported to a Sonic state-of-the-art
laboratory by one of our team of
dedicated couriers.
LABORATORY DEPARTMENTS
Each department is staffed with
specialist pathologists, scientists
and laboratory assistants.
SPECIMEN RECEPTION
The patient specimen information
is accurately recorded into our
secure patient database. All
patient information is treated in
the strictest confidence.
RESULTS
Results are delivered by secure
electronic transfer, directly to the
referring doctor’s device, or are
printed and hand-delivered by
our couriers.
CLINICAL REPORTING
Test results are interpreted by
specialist pathologists who provide
diagnostic comments with reports
to assist referring doctors with the
management of their patients.
11
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
In some countries in which Sonic operates, laboratories offer specimen collection services, although referring doctors still do
some collections themselves. In Australia, approximately 25% of specimens are collected by the referring doctor (excluding
COVID-19 PCR specimens). In Germany, Belgium and Switzerland, laboratories generally do not offer specimen collection
services.
Laboratory medicine tests generally fall into categories as shown below:
ANCILLARY FUNCTIONS
All technical functions are
supported by quality staff in
Collection Centres, IT,
Couriers, Specimen
Reception, Data Entry,
Stores, Accounts, Results
and Communications
BIOCHEMISTRY
The measurement of
different chemical
substances in the body
GENETICS
The prediction and
diagnosis of genetic
disorders and cancer using
cutting-edge technologies
that perform DNA, RNA and
chromosome testing
MICROBIOLOGY
The study of
disease-causing organisms,
including bacteria and fungi
IMMUNOSEROLOGY
The measurement of antibody
levels and other factors in the
blood to assess immune
status and diagnose diseases
Clinical
Laboratory
Testing
MOLECULAR PATHOLOGY
The study of DNA, RNA and
proteins for diagnostic and
prognostic purposes
CYTOPATHOLOGY
The study of cells and cell
structure to detect
cancerous and
pre-cancerous changes
HAEMATOLOGY
The study of blood cells,
blood-producing organs
and blood diseases
HISTOPATHOLOGY
The examination of tissue
samples by anatomical
pathologists to diagnose
cancer and other conditions
TOXICOLOGY
The testing of body
fluids to detect the
presence of
chemicals, drugs
or toxins
PRENATAL TESTING
Screening for genetic
conditions either prior to
conception, or during the
first and second trimesters
of pregnancy
Histopathology and cytopathology (‘anatomical pathology’) mainly involve the diagnosis of cancers by the examination of tissue
and cells. The testing of other body specimens (blood, urine, sputum etc.) is usually referred to as clinical laboratory or clinical
pathology testing. In some international markets, such as Australia and New Zealand, it is usual for laboratories to provide both
anatomical pathology and clinical laboratory testing as part of the one service. In other markets, anatomical pathology can be
seen as a separate service.
Sonic’s laboratories are highly sophisticated, providing broad menus of complex tests, in addition to state-of-the-art automation
for accurate and rapid turnaround of routine tests. Sonic offers a range of more than 3,000 different tests. Sonic’s large
laboratories reach or exceed tertiary teaching hospital laboratory standards and are recognised for their esoteric testing
expertise, for example, in anatomical pathology, genetic and molecular testing.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Diagnostic imaging (including radiology) is the medical specialty of using medical imaging technologies to diagnose and
treat diseases. The array of imaging technologies includes magnetic resonance imaging (MRI), computed tomography (CT),
positron emission tomography (PET), nuclear medicine studies, ultrasound, mammography, bone densitometry and general
X-ray. Diagnostic imaging also includes interventional radiology, the performance of medical procedures under the guidance of
imaging technologies.
In addition to clinical laboratories and diagnostic imaging, Sonic conducts a number of smaller complementary businesses
(disclosed in the Other category in the Segment information note, along with corporate office costs). The most significant of
these are the Independent Practitioner Network (IPN) medical centre business and the Sonic HealthPlus occupational health
business, which together involve more than 200 primary care clinics across Australia, providing facilities and administrative
services to around 2,000 general practitioners. Approximately 70% of all Australians live within 10 kilometres of an IPN/Sonic
HealthPlus clinic.
Financial results
A summary of consolidated revenue and earnings is set out below.
Base business revenue
COVID-19 revenue
Total revenue
EBITDA2
Depreciation
EBITA
Amortisation of intangibles
Net interest expense
Income tax expense
2023
Constant
Currency1
2023
Statutory
2022
Statutory
$’000
$’000
$’000
7,510,648
7,683,541
6,911,644
478,155
485,407
2,428,510
7,988,803
8,168,948
9,340,154
1,678,484
1,707,524
2,830,447
(624,030)
(631,298)
(607,427)
% Change
2023
Constant
Currency1
v 2022
2023
Statutory
v 2022
8.7%
(80.3)%
(14.5)%
(40.7)%
2.7%
11.2%
(80.0)%
(12.5)%
(39.7)%
3.9%
1,054,454
1,076,226
2,223,020
(52.6)%
(51.6)%
(70,261)
(71,630)
(71,096)
(73,408)
(67,990)
(77,825)
(219,306)
(223,257)
(561,739)
3.3%
(8.6)%
(61.0)%
(58.0)%
(54.1)%
5.4%
(5.7)%
(60.3)%
(58.2)%
(53.1)%
(33.9)%
Net (profit) attributable to minority interests
(23,063)
(22,947)
(54,900)
Net profit attributable to Sonic shareholders
670,728
684,984
1,460,566
Cash generated from operations
1,471,033
2,225,821
Earnings per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
142.8
142.0
145.8
145.0
305.5
302.5
(53.3)%
(53.1)%
(52.3)%
(52.1)%
1 For an explanation of ‘Constant Currency’ refer to (a) on the following page
2 EBITDA = Earnings before interest, tax, depreciation and amortisation
An explanation of the figures reported above is provided in the following pages of this report.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Explanation of results
a) Constant Currency
As a result of Sonic’s expanding operations outside of Australia, Sonic is increasingly exposed to currency exchange rate
translation risk, meaning that Sonic’s offshore earnings and assets fluctuate when reported in AUD.
The average currency exchange rates for the year to 30 June 2023 for the Australian dollar (A$, AUD or $) versus the currencies
of Sonic’s offshore earnings varied from those in the comparative period, impacting Sonic’s AUD reported earnings (‘Statutory’
earnings). The underlying earnings in foreign currency are not affected.
As in prior periods, in addition to the statutory disclosures, Sonic’s results for the year have also been presented on a ‘Constant
Currency’ basis (that is, using the same exchange rates to convert the current period foreign earnings into AUD as applied in
the comparative period, being the average rates for that period). This facilitates comparability of the Group’s performance,
by providing a view on the underlying business performance without distortion caused by exchange rate volatility, so that an
assessment can be made of the growth in earnings in local currencies.
In preparing the Constant Currency reporting, the foreign currency elements of each line item in the Income Statement
(including net interest expense and tax expense) are restated using the relevant prior period average exchange rate. There is only
this one adjustment to each line item, so no reconciliation is required.
The average exchange rates used were as follows:
AUD/USD
AUD/EUR
AUD/GBP
AUD/CHF
AUD/NZD
2023 Statutory
2022 and Constant Currency
0.6732
0.6432
0.5590
0.6315
1.0925
0.7255
0.6445
0.5458
0.6763
1.0669
To manage currency translation risk, Sonic uses ‘natural’ hedging, under which foreign currency assets (businesses) are
matched to the extent possible with same currency debt. Therefore:
¡ as the AUD value of offshore assets changes with currency movements, so does the AUD value of the debt; and
¡ as the AUD value of foreign currency EBIT changes with currency movements, so does the AUD value of the foreign currency
interest expense.
As Sonic’s foreign currency earnings grow, debt is repaid, and interest rates change, the natural hedges have only a partial effect,
so AUD reported earnings do fluctuate. Sonic believes it is inappropriate to hedge translation risk (a non-cash risk) with real cash
hedging instruments.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
b) Revenue
Revenue breakdown
Laboratory – Australia and New Zealand
Laboratory – USA
Laboratory – Europe
Radiology – Australia
Other
Revenue
Interest income
Total revenue
2023
Statutory
Revenue
AUD M
1,968
2,114
2,895
796
382
8,155
14
8,169
% of 2023
Statutory
Revenue
2023
Constant
Currency
Revenue
2022
Statutory
Revenue
2023
Constant
Currency
v 2022
AUD M
AUD M
Growth
24.1%
25.9%
35.5%
9.8%
4.7%
100.0%
1,969
1,961
2,867
796
382
7,975
14
7,989
2,491
2,169
3,539
706
433
9,338
2
9,340
(21.0)%
(9.6)%
(19.1)%
12.7%
(11.7)%
(14.6)%
(14.5)%
Revenue reductions in the Laboratory and Other operations relate to much lower demand for COVID-19 related services, with
COVID revenue of A$485 million in FY2023, versus A$2,429 million in the prior year (down 80%).
s
n
o
i
l
l
i
b
$
A
Revenue
2.2
2.4
0.5
0.4
6.8
6.6
7.0
7.2
7.7
10.0
8.0
6.0
4.0
2.0
–
FY2019
FY2020
FY2021
FY2022
FY2023
Base business revenue*
COVID revenue
* Base business revenue
Prior period base business revenues normalised for working days,
currency exchange rates and acquisitions/disposals
Base business revenue (excluding COVID services) grew
organically by 7% (on a Constant Currency and working day
basis) versus the comparative period and 13% versus FY2019
(pre-pandemic). Base business organic revenue growth gained
momentum during the year, such that growth was 6% in the first
half, and 9% in the second.
Particularly strong organic base business growth was achieved
in the Australian (11%), German (10%), and Belgian (12%)
laboratory businesses. Sonic’s Swiss base business achieved
growth of 1%, with strong volume and mix growth, including
market share gains, offsetting a fee cut that took effect on 1
August 2022 with an annual impact on Swiss revenue of ~7%.
Non-organic impacts on Laboratory revenue included the
annualisation of the acquisition of ProPath in the USA in mid-
December 2021.
Radiology revenue growth was strong at 13%, augmented by
the acquisition of Canberra Imaging Group (1 September 2021).
Organic growth per working day was 11%.
Revenue for Sonic Clinical Services (‘SCS’), mainly comprising
Sonic’s medical centre and occupational health businesses (the
major component of the Other segment, which also includes
other minor operations), reduced 10% from the prior year,
mainly due to the cessation of COVID related services. Revenue
improved in the second half due to increasing doctor hours and
increasing private billing by General Practitioners.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
OPERATING AND FINANCIAL REVIEW
c) Earnings
Earnings and margins for the year were impacted by the dramatic reduction in COVID revenues, particularly in the second half
(COVID revenue in the first half was A$379 million, dropping to A$106 million in the second half). Second half margins were
affected by legacy COVID-related labour and infrastructure costs.
Sonic’s Radiology business (which does not provide COVID-related services) achieved more than 20% EBITDA growth,
including contributions from acquisitions. Radiology’s EBITDA margin expanded by ~150 basis points.
The 7.0% growth in labour cost versus the prior year includes currency translation impacts equating to ~2.4%, and acquisition
related labour costs equating to ~2.5%.
Consumables cost decreased as a percentage of revenue due to reductions in COVID volumes and successful procurement
and operational initiatives.
Major drivers and initiatives are set to enhance earnings in FY2024 and FY2025.
d) Depreciation
Depreciation increased 4% from the prior year (3% on a Constant Currency basis), less than the growth in base business revenue.
e) Intangibles amortisation
Intangibles amortisation relates to internally developed and purchased software.
f) Interest expense
Net interest expense decreased 9% on the prior year (at Constant Currency rates), due to strong operating cashflow and
higher interest rates on cash deposits, whilst debt was at fixed rates. At 30 June 2023 all of Sonic’s debt was drawn in foreign
currencies as ‘natural’ balance sheet hedging of Sonic’s offshore operations (see (a) Constant Currency above). Interest rate risk
management arrangements are in place in accordance with Sonic’s Treasury Policy.
g) Tax expense
The effective tax rate for the year was 24%, down from 27% in the prior year. The unusually low tax rate in the year largely reflects
overprovisions in prior years and a higher level than usual of potential tax deductions relating to vested employee options.
h) Cash flow from operations
Cash generated from operations was 34% lower than in the prior year, reflecting the reduction in COVID-19 revenue. Gross
operating cash flow equated to 110% of EBITDA (95% in the prior year). Conversion of EBITDA to cash was enhanced by
reductions in debtors and inventory related to COVID-19 testing. Tax paid in the period was 59% more than the tax expense due
to timing of instalments and return lodgements.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Financial position
Sonic’s net assets at 30 June 2023 of A$7,922M increased by A$494M, or 7%, on the prior year. The main components of this
increase were:
¡ A$203M due to retained earnings (operating profit less dividends paid and other adjustments)
¡ A$84M from the issue of ordinary Sonic shares resulting from the exercise of employee options and rights
¡ A$309M relating to net currency exchange rate translation impacts
¡ A$131M reduction from the payments for buyback and treasury shares.
Excluding the impacts of AASB 16, net (of cash) interest-bearing debt increased A$74M (9%) from the prior year level to A$886M.
This increase largely resulted from A$110M relating to payments for business acquisitions and investments, A$131M of payments
for buyback and treasury shares and A$43M of currency exchange rate impacts, net of strong cash flow generated from
operations. Working capital balances improved from the prior year with reduced amounts of trade debtors and inventory related
to COVID-19 testing. None of the business acquisitions completed in the year were material to Sonic. A significant component of
the total consideration for these acquisitions was attributable to goodwill.
Sonic’s net interest-bearing debt at 30 June 2023 (excluding AASB 16 impacts) comprised:
Notes held by USA investors – USD (fixed coupons)
Notes held by USA investors – Euro (fixed coupons)
Bank debt facilities
USD (multicurrency) limits
Euro (multicurrency) limits
AUD (multicurrency) limits
CHF (multicurrency) limits
Minor debt/finance leasing facilities
Cash
Available liquidity at 30 June 2023
Net interest-bearing debt (excluding lease liabilities under AASB 16)
+ Various currencies
Sonic’s credit metrics at 30 June 2023 were as follows:
Facility limit (M)
Drawn (M)
AUD (M) available
US$550
€515
US$100
€509
A$157
CHF125
n/a
n/a
US$550
€515
–
€2
–
–
A$11+
A$(798)+
A$886
–
–
150
831
157
210
–
798
2,146
Debt cover (times)
Interest cover (times)
Gearing ratio
30.6.23
31.12.22
30.6.22
0.6
29.4
9.9%
0.5
36.9
10.5%
0.3
47.3
9.7%
Definitions:
• Debt cover = Net Debt/EBITDA (bank covenant limit <3.5)
• Interest cover = EBITA/Net interest expense (bank
covenant limit >3.25)
• Gearing ratio = Net Debt/[Net Debt + equity] (USPP note
covenant limit <55%)
• Calculations as per Sonic’s senior debt facility definitions,
which exclude the impacts of AASB 16 Leases
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Sonic’s senior debt facility limits are due to expire as follows (note that the figures shown below are the facility limits, not drawn debt):
Calendar Year
AUD (M)
USD (M)
Euro (M)
CHF (M)
2024
2026
2027
2028
2030
2032
2035
–
–
157
–
–
–
–
157
–
–
100
–
300
150
100
650
345
245
349
–
–
85
–
1,024
–
–
–
125
–
–
–
125
Countries of operation
(Years shown are the years Sonic entered each market)
2002
UNITED KINGDOM
2005
UNITED STATES
2010
BELGIUM
2004
GERMANY
2007
SWITZERLAND
1987
AUSTRALIA
1999
NEW ZEALAND
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Business model and strategies
Since the early 1990s, Sonic Healthcare has consistently pursued and promoted a management and operational philosophy
of Medical Leadership. The impact of this approach has been to develop a company whose services are optimally aligned with
the needs of physicians and their patients. Medical Leadership encompasses a management commitment to the maintenance
of professionalism and ‘good medicine’ at all times. It fosters an understanding of the doctor–patient relationship and it puts
quality first.
Sonic’s operations are structured as a federation, with individual subsidiaries or geographical divisions working in a synergistic
network to achieve best practice outcomes in terms of service and business excellence. The structure reinforces the identity
and management autonomy of each local operation. Each operation has its own CEO or President and management team.
When Sonic acquires businesses, they generally maintain their management autonomy, brand and, consequently, their local
‘flavour’. This is the structure that is most resonant with local medical communities and which best preserves acquired goodwill.
However, Sonic’s operations work in a collaborative way within the structure, via central executives and widespread inter-
company communication, to achieve synergies and improved performance. Detailed benchmarking within the Group leading to
best practice, group purchasing, IT, E-health, quality system sharing and centralisation of testing are all examples of continuous
improvement activities within the Group.
Sonic’s Medical Leadership philosophy and federation structure have resulted in significant brand differentiation in the
market place. The Company’s operations are viewed as specialist medical practices, rather than as businesses. This market
differentiation has not only fostered strong organic revenue growth over the years but has often made Sonic the preferred
acquirer when laboratory or radiology practice founders and owners wish to realise the value of their practices without seeing
their focus on the medical nature of the business lost to a more ‘corporatised’ acquirer. Similarly, hospital systems choose
to partner with Sonic for laboratory services on the basis of Sonic’s culture. Sonic’s culture and structure have also served to
attract and retain top pathologists, radiologists, scientific staff and managers, with staff turnover at this important senior level
consistently at very low levels.
Sonic’s strategy is to utilise its unique culture, values and structure to grow revenue organically (including through winning
laboratory outsourcing contracts) and to complete value-enhancing acquisitions and joint ventures, so as to achieve and build
upon leading positions in targeted geographic laboratory markets. These positions provide sufficient size and infrastructure to
facilitate synergies and economies of scale to drive margin improvements, earnings growth and increasing returns on capital
invested. Sonic has a successful track record of consolidating fragmented markets in Australia, Europe and the USA, using its
market differentiation to drive both organic revenue growth and to attract like-minded laboratories for acquisition. Sonic is also
well placed to benefit from the increasing trend for governments and others to outsource their diagnostic testing to the private
sector, in order to address growing healthcare costs.
The Company’s principal objective is to increase value for its stakeholders (including shareholders, staff and the community) in
a sustainable manner while ensuring that its operations are conducted ethically and in accordance with the Company’s Core
Values, Code of Conduct, Medical Leadership culture, medical ethics and law.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Prospects for future years
Sonic operates in attractive and growing global healthcare markets, carefully chosen based on a range of factors, including political,
legal and financial stability, reliable and stable healthcare funding systems, fragmentation of the market and cultural understanding.
Within these markets there is increasing demand for diagnostic services arising from growing and ageing populations, new tests
and preventative medicine. Against this favourable backdrop, Sonic expects to continue for the foreseeable future to grow revenue,
earnings and returns on investment organically, including through outsourcing contracts, and further enhanced by synergistic
business acquisitions and joint ventures. Organic growth in the markets in which Sonic participates has averaged approximately 5%
per annum over the long term (excluding COVID-19 revenue fluctuations). Based on recent trends in non-COVID related revenues
and other factors, Sonic believes organic growth could even be higher than this into the future.
Laboratory operations offer many levers which can be adjusted to optimise individual processes, and Sonic’s managers are
constantly seeking efficiency gains within their businesses, aided by the early adoption of new technologies and the sharing of
experiences with colleagues from around the globe.
In the USA and Germany, anatomical pathology has traditionally been seen as a separate service to clinical laboratory testing and
there has been less consolidation of anatomical pathology providers. Sonic has deep anatomical pathology experience from
operating in other markets, especially Australia, where anatomical pathology and clinical laboratory testing are provided as an
integrated service. Sonic has a long-term vision of bringing the two disciplines together in the USA and Germany, with consequent
revenue and cost synergies and service enhancement for referrers and patients, and is targeting both anatomical pathology and
clinical laboratory growth opportunities in those countries. The US anatomical pathology market is estimated to be in excess of
US$10B per annum (in addition to the >US$70B clinical laboratory market) and Sonic is already one of the largest participants
following previous acquisitions, including the Aurora Diagnostics transaction in 2019 and ProPath in FY2022. Sonic has already
made several anatomical pathology acquisitions in Germany.
Within Sonic’s existing seven countries of operation, future acquisitions are most likely to occur in the USA and Germany, given
the size and fragmentation of those markets, although opportunities will also be targeted in Switzerland and Belgium. Sonic is not
actively seeking laboratory acquisitions in Australia (due to potential anti-trust limitations) or New Zealand. In the UK, acquisitions
are unlikely, as the market is dominated by the National Health Service (NHS) and Sonic is the largest private participant. However,
substantial growth opportunities exist from potential NHS and private hospital laboratory outsourcing contracts. For example, Sonic
is the laboratory provider for the Cleveland Clinic London hospital, which opened in March 2022, and is currently the preferred
bidder for two additional NHS outsourcing contracts.
About half of the clinical laboratory market in the USA is represented by hospital laboratories, and Sonic has a strategy to seek to
partner with hospital groups for their laboratory services.
Sonic is also interested in growing its Australian radiology and clinical services businesses via acquisitions. Whilst the present focus
for acquisitions is on Sonic’s existing markets, a ‘watching brief’ is maintained to identify opportunities that arise for further prudent
and strategic international laboratory expansion.
Sonic intends:
¡ to maintain a solid investment-grade profile with conservative leverage
¡ to operate in a sustainable and responsible manner
¡ to preserve Sonic’s reputation, culture and Core Values; and
¡ to ensure the attraction and retention of the best people to drive the business forward, including retaining key staff
from acquisitions.
With regard to more short-term prospects, Sonic has provided earnings guidance for FY2024. Sonic expects EBITDA for FY2024 in
the range of A$1.7B to A$1.8B. This equates to up to 5% growth on FY2023 EBITDA, with base business performance offsetting the
material reduction in COVID-related earnings. Net interest expense is expected to increase by ~25% from the FY2023 level, due to
recently announced business acquisitions, and the effective tax rate is expected to be in the range of 25-27%.
Key guidance considerations:
¡ current (mid-August 2023) currency exchange rates and base interest rates are assumed to prevail
¡ excludes any future business acquisitions other than those already announced to 17 August 2023
¡ incorporates potential fee reductions in the USA from 1 January 2024 (impact ~US$10M)
¡ no other regulatory changes are assumed.
Sonic is currently considering a number of additional acquisition opportunities.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
Whilst Sonic’s gearing is currently close to record low levels, the intent is to move over time back towards the Company’s long-
term average Debt Cover level of approximately 2.4 times. Whilst the Company’s preference is to do this by investing in synergistic
acquisitions and other growth opportunities, if appropriate opportunities do not eventuate in a timely manner the Board will consider
other capital management initiatives. The Company completed its first ever on-market share buyback in FY2023, acquiring shares in
FY2022 and FY2023 for a total consideration of A$425M.
Sonic expects that the use of artificial intelligence in pathology and radiology will cause step-changes in efficiency, quality, and
capacity in coming years, and the Company is investing in IT and infrastructure, including for digital pathology, to unlock these gains.
During the 2022 financial year Sonic acquired a 20% strategic equity stake in Harrison.ai and established a joint venture with them,
called Franklin.ai, to develop best-in-class AI diagnostic tools for pathology. With the support and expertise of Sonic and Harrison.ai,
Franklin.ai has been ramping up at pace and will commence validation studies for its first product release in early 2024. Franklin.ai’s
products are expected to be marketed globally, in addition to being used within Sonic’s laboratory operations. Harrison.ai already had
another joint venture with a third party, called Annalise.ai, a market leader in radiology AI. The Annalise.ai chest X-ray product is the
world’s most comprehensive, capable of detecting 124 findings, and is being marketed internationally. Annalise.ai’s brain CT scan
product has recently been released and tools for other modalities are expected to follow. Sonic’s Radiology division expects to benefit
from use of these products as they become available, with the chest x-ray product already deployed in all Sonic radiology sites, and
the brain CT product currently being evaluated.
As a result of Sonic’s size and global market presence, opportunities present themselves from time to time that are not necessarily
part of Sonic’s core strategies but may be synergistic. These opportunities are assessed by management and the Board to determine
whether their pursuit is in the best interests of shareholders. Further information on likely strategic developments has not been
included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the interests of the Group.
Risks
Sonic’s approach to identifying and managing business risks is described in the Corporate Governance Statement included in the
Annual Report 2023. The major risks to consider in assessing Sonic’s future prospects are:
¡ COVID-19 or another pandemic or epidemic could impact Sonic’s patient volumes and/or ability to provide core services. Whilst
the experience with the COVID-19 pandemic has demonstrated Sonic’s resilience and the important role of a major laboratory
company in such a scenario, this may not be the case in every circumstance.
¡ Sonic’s reported revenue and earnings will fluctuate with changes in the currency exchange rates between the Australian dollar
(Sonic’s reporting currency) and the currencies of Sonic’s offshore operations. As previously noted, Sonic uses foreign currency
borrowings as a partial (natural) hedge.
¡ In most of Sonic’s markets the majority of revenue is priced based on fee schedules set by government or quasi-government
bodies and, especially in the USA, insurance companies. As a result of the strong underlying volume growth drivers, healthcare
funders will sometimes use fee cuts or other adjustments to curb growth in their outlays. Sonic mitigates this risk through its
geographic and line-of-business diversification, by seeking diversified sources of revenue for its services within markets, and
by being one of the largest, more efficient operators and therefore less impacted by adverse market changes than smaller, less
efficient players. In general, fee pressures drive further market consolidation, feeding into Sonic’s core strategy of growth both
organically and by acquisition, with attendant synergy capture and economies of scale.
¡ Healthcare businesses are subject to significant levels of regulation. Changes in regulation can have the impact of increasing
costs or reducing revenue (through volume reductions). Sonic attempts to mitigate this risk by using its market leadership
positions to help shape the healthcare systems in which it operates. Sonic takes active roles in industry associations, and
encourages its people to take leadership positions in colleges and other professional and craft organisations. In addition, Sonic’s
size and efficiency allows it to benefit from market consolidation driven by the impacts of regulatory changes on smaller players.
¡ Loss of a licence or accreditation required to operate one or more of Sonic’s businesses could impact revenue both directly and
through damage to Sonic’s reputation. The likelihood of this risk having a material impact is considered low, given the focus on
quality within Sonic.
¡ Sonic’s strategies include the acquisition of businesses and entering into joint ventures and long-term contracts to provide
diagnostic testing. There is a risk that an acquisition, joint venture or contract may not achieve its expected financial performance, or
give rise to an unexpected liability. Sonic seeks to mitigate these risks through thorough due diligence, and through warranties and
indemnities in acquisition and contract documentation.
¡ There is always the risk of heightened competition in Sonic’s markets, whether from more aggressive behaviour of an existing
competitor, or from a new competitor. This could include a competitor introducing a new development in testing or introducing new
tests that result in less demand for Sonic’s services. A change in competition could impact revenue and/or costs. Sonic’s leadership
is alert to potential changes in the marketplace and reacts swiftly when threats are perceived.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 OPERATING AND FINANCIAL REVIEW
¡ Technological changes in diagnostic testing tend to happen more slowly than in industries such as consumer goods. For a testing
technology to reach the point of widespread use, it must first be proven to be ‘good medicine’, including obtaining regulatory
approvals and through peer review, and secondly, healthcare funders must be willing to pay for it (for example, by inclusion on
government or quasi-government fee schedules). These inherent delays allow competitors and other market participants to revise
their own strategies to address the competitive threat. In addition, the broad range of tests (~3,000) offered by Sonic’s laboratories
provides protection against new developments.
¡ Relationships with referring physicians (including general practitioners, surgeons and other specialists), hospital groups and other
parties with whom Sonic contracts to provide services are important to Sonic’s businesses. If, for any reason, Sonic failed to maintain
strong relationships with these parties or damaged its reputation with them, there would be a risk that it could lose business to
competitors.
¡ Sonic’s businesses rely on information technology systems. A disruption to a core IT platform, including as a result of a cybersecurity
breach, could have significant operational, financial and/or reputational impacts, particularly if confidential patient data were to be
obtained by unauthorised persons. Sonic has implemented strategies to mitigate this risk. The Company has a comprehensive
Information Security Management System (ISMS) in place, supported by staff training and awareness programs. Internal systems
are monitored and regularly tested (at a minimum, as changes are made to the core software or infrastructure). The information
security objectives of confidentiality, integrity, access and privacy are achieved by the implementation of a multi-layered approach
and application of key controls (defence-in-depth). Sonic’s ISMS sets out the controls in the following domains: Governance and
Administrative, Information Security, Personnel Security, Physical Security, Operational Security, Technical Security and Cyber
Security. External facing systems are monitored and regularly tested (including third party penetration testing). As part of Sonic’s
compliance work for specific country requirements (such as KRITIS in Germany, ISM and ISO27001 in Australia, SOC2, ISO27001
and HITRUST in USA) these protections are continually reviewed and improved. An external provider is engaged to conduct Global
NIST Maturity Audits for all of Sonic’s countries of operation, assessing ongoing improvements against a baseline.
¡ Whilst individual events are unlikely to have any significant impact, inaccurate diagnostic results due to actual or alleged mistakes or
errors could result in financial loss and/or reputational damage, particularly if the issue is systemic. Sonic maintains insurance cover
to mitigate its financial exposure and has processes in place to manage reputational risks.
¡ Sonic uses prudent levels of debt to reduce its cost of capital and to increase earnings per share. It is therefore subject to the risk
of rising interest rates (either on floating rate debt or when existing facilities expire), the future availability of funding, and potential
breach of a term or condition of its debt facilities. Sonic has a sophisticated Treasury Policy in place to manage these risks,
developed and overseen by Sonic’s Treasury Management Committee, which includes a renowned expert external consultant.
¡ With operations in seven jurisdictions, Sonic is potentially exposed to changes in taxation legislation or interpretation which could
increase its effective tax rate.
After serious consideration including reviewing disclosures of peers, Sonic’s Board does not believe the Company has any other
material exposures to environmental or social sustainability risks, given the industries and geographies in which it operates. During
2023 the Company conducted a qualitative analysis of climate-related risks in line with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD). Under both low and high emissions scenarios, increased frequency and severity of
extreme weather events and sustained higher or lower average temperatures were identified as having the highest residual risk to
Sonic’s operations, supply chain and staff wellbeing. However, due to the broad geographic spread of Sonic’s businesses globally and
within each region, the risk of significant impact in a single location is not considered to be material to Sonic’s overall operations in the
short term. Climate-related risks will be further explored in 2024 with a quantitative assessment of identified risks. Please refer to Sonic’s
2023 Sustainability Report (available in November 2023) for more details.
Sonic’s operations are located in developed nations with well-established laws governing labour standards and human rights,
reducing the risk of human rights violations within our operations. The Company continues to review its supply chain to identify any risk
of modern slavery practices. Please refer to our 2023 Modern Slavery Statement (available in November 2023) for more details.
The above list should not be taken to be a comprehensive list of risks associated with Sonic. In particular, it excludes risks relating to the
general economic environment and other generic risk areas that affect most companies.
Sonic’s geographic, business line and branding diversification, plus our federation structure, broad menu of tests offered and low
customer concentrations mean that few, if any, of the usual operating risks faced by a healthcare business would have a material impact
on Sonic as a whole.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Since the end of the financial year, the Directors are not aware of any matter or circumstance not otherwise dealt with in these
financial statements that has significantly or may significantly affect the operations of the Group, the results of those operations
or the state of affairs of the Group in subsequent financial years, other than the settlement of the acquisition of Synlab Suisse on
3 July 2023 (refer to the ASX announcement on 27 June 2023 for details).
22
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 Directors’ Report
Back row
Prof. Suzanne Crowe
Lou Panaccio
Dr Colin Goldschmidt
Prof. Christine Bennett
Chris Wilks
Neville Mitchell
Front row (on couch)
Kate Spargo
Prof. Mark Compton
Dr Katharine Giles
SONIC HEALTHCARE | ANNUAL REPORT 2023
23
23
SONIC HEALTHCARE | ANNUAL REPORT 2023 INFORMATION ON DIRECTORS
a) Directors’ profiles
Professor Mark Compton AM
Chairman
BSc, MBA, FAICD, FCHSM, FAIM, FRS (NSW)
Non-executive, independent Director, appointed October 2014 (Chairman from November 2015)
Prof. Compton has extensive senior executive experience in healthcare services. He is currently Adjunct
Professor in Management (Healthcare Leadership) at Macquarie University (Macquarie Business School),
and Non-executive Chairman of not-for-profit organisations St Luke’s Care and the Order of St John (St John
Ambulance). His previous experience includes Chief Executive Officer of each of St Luke’s Care, Immune
Systems Therapeutics Limited and the Royal Flying Doctor Service of Australia. He was also Chief Executive
Officer and Managing Director of the formerly ASX-listed companies SciGen Limited and Alpha Healthcare
Limited. Prof. Compton has also held a number of non-executive director roles, including as Non-executive
Chairman of ASX-listed Next Science Limited from May 2021 (Non-executive Director from 2018) to 23
August 2023, and for formerly ASX-listed Independent Practitioner Network Limited (2004-2008). He was
also Chairman of the Woolcock Institute of Medical Research, Non-executive Director of Macquarie University
Hospital and Chairman and Chancellor of St John Ambulance Australia (having served as a volunteer for more
than 45 years). In recognition of his work in the healthcare sector and his service to the community, he was
awarded the Centenary Medal of the Commonwealth of Australia, appointed by Her Majesty the Queen as a
Knight in the Order of St John in 2004 and as Bailiff Grand Cross in 2017, and was appointed as a Member of
the Order of Australia (AM) in January 2010. He is a member of the Audit Committee and the Remuneration
and Nomination Committee.
Dr Colin Goldschmidt
CEO and Managing Director
MBBCh, FRCPA, FAICD
Executive Director, appointed January 1993
Dr Goldschmidt is the CEO and Managing Director of Sonic Healthcare. He is a qualified medical doctor and
pathologist who completed his medical training in Sydney. Dr Goldschmidt became CEO of Sonic in 1993
and has led Sonic’s global expansion by committing the Company to a unique model of Medical Leadership,
which incorporates operational and cultural attributes focussed on care for staff and highest quality service to
doctors and patients. He is a member of Sonic’s Risk Management Committee and holds memberships with
numerous industry, medical and laboratory associations.
Christopher Wilks
CFO and Finance Director
BCom, FAICD
Executive Director, appointed December 1989
Mr Wilks became Finance Director and Chief Financial Officer of Sonic Healthcare in 1993. He has a
background in chartered accounting and investment banking and was previously a partner in a private
investment bank. Mr Wilks has held directorships in a number of public companies and is currently a Non-
executive Director of Silex Systems Limited (since 1988), a listed company divested by Sonic in 1996.
24
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 INFORMATION ON DIRECTORS
Emeritus Professor Christine Bennett AO
MBBS, FRACP, Master Paed, GAICD
Non-executive, independent Director, appointed September 2022
Professor Bennett is a specialist paediatrician with over 40 years of healthcare industry experience across
the private, public and not-for-profit sectors. She holds a Bachelor of Medicine, Bachelor of Surgery from
the University of Sydney, a Master of Paediatrics from the University of New South Wales, and is a Fellow of
the Royal Australasian College of Physicians. Professor Bennett is an experienced non-executive director in
for-profit and social enterprises and is currently a Non-executive Director of ASX-listed Regis Healthcare (since
March 2018), Patron of Research Australia (since 2022), and Convenor of the Champion of Change Health
Group for gender equality (since 2019). Her previous Board non-executive director roles include Telstra Health,
HeartWare Limited, Symbion Health Limited and Chair of Sydney Children’s Hospital Network. In December
2021, Professor Bennett retired from and was awarded Emeritus Professor by The University of Notre Dame
Australia where she was Deputy Vice Chancellor, Enterprise & Partnerships and Dean, School of Medicine,
Sydney for over ten years. Her prior experience has included being Group Executive and Chief Medical
Officer for MBF and then Bupa Health and Care services; CEO and later Chair of Research Australia; Managing
Director of Total Health Enterprise Ltd; Partner in Health and Life Sciences for KPMG Australia; CEO of
Westmead Hospital and Community Health Services; General Manager for the Royal Hospital for Women; and
Head of Planning in NSW Health. Professor Bennett has an active commitment to and involvement in medical
professional issues, public policy and medical research. In 2008 she was appointed as Chair of the National
Health and Hospitals Reform Commission producing a long-term blueprint for reform of health and aged care
in Australia. Professor Bennett was awarded an Officer of the Order of Australia (AO) in the 2014 Australia Day
Honours in recognition of her distinguished service to medicine and health care leadership.
Professor Suzanne Crowe AO
MBBS (Hons), FRACP, MD, FAICD
Non-executive, independent Director, appointed April 2020
Professor Crowe is a qualified medical specialist and physician-scientist, holding medical and MD degrees
from Monash University, and an internal medicine specialist qualification in Infectious Diseases from the Royal
Australasian College of Physicians. She is a Fellow of the Australian Institute of Company Directors and holds
a Diploma in Medical Laboratory Technology from the Royal Melbourne Institute of Technology. Professor
Crowe’s current positions include Non-executive Director of ASX- and NASDAQ-listed Avita Medical, Inc.
(from January 2016), and Emeritus Professor of Medicine at Monash University, Melbourne (from 2020). She
was a Non-executive Director of St Vincent’s Health Australia Ltd from January 2013 until October 2021. She
retired from Burnet Institute as Associate Director in 2018 following a 30-year research career, having played
an integral role in Burnet’s development as a global research organisation. Professor Crowe retired as Principal
Specialist in Infectious Diseases at The Alfred Hospital, Melbourne in 2019 after 35 years of service. She has
served as a Member of the Prime Minister’s Science Engineering and Innovation Council (India/China Working
Group), as Head of the World Health Organization (WHO) Regional Reference Laboratory for HIV Resistance
Testing and as an HIV advisor to WHO for 25 years. She was appointed a Fellow of the Australian Academy of
Health and Medical Sciences in 2015, and an Officer of the Order of Australia (AO) in 2020, in recognition of her
distinguished service to health and aged care administration, clinical governance, biomedical research, and to
education. Professor Crowe is Chair of the Risk Management Committee (effective 17 November 2022, member
since 23 September 2021).
25
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 INFORMATION ON DIRECTORS
Dr Katharine Giles
MBBS (Hons), MBA, GAICD
Non-executive, independent Director, appointed September 2022
Dr Giles holds a Bachelor of Medicine, Bachelor of Surgery (Hons) and an MBA (Dean’s Honours list) from the
University of Western Australia. She is a registered medical practitioner with the Medical Board of Australia.
After initially practicing as a medical doctor, Dr Giles moved to commercial pursuits which combined science,
medicine and health. Dr Giles is currently Managing Director and Chief Executive Officer of OncoRes Medical
(since 2017), which is developing a novel imaging technology to improve cancer outcomes. Dr Giles is also a
Venture Partner at Brandon Capital Partners (since 2012), a venture capital firm dedicated to developing and
supporting Australian life sciences businesses. She was previously an Investment Manager with Stone Ridge
Ventures, a fund manager specialising in seed-to-early-stage technology investment. Dr Giles has start-up
experience in medical apps, diagnostics and fitness devices and has served on the boards of private health care
related technology companies. She is a member of the Curtin University Commercialisation Advisory Board and
has recently been appointed to the board of the Australian Government’s National Reconstruction Fund.
Neville Mitchell
BCom, CA
Non-executive, independent Director, appointed September 2017
Mr Mitchell is a qualified Chartered Accountant with international healthcare and finance experience. He was
Chief Financial Officer and Company Secretary of ASX-listed Cochlear Limited (until March 2017), a world
leading medical device developer, manufacturer and seller of hearing devices. Mr Mitchell is a Non-executive
Director and Audit Committee Chair of ASX-listed companies Fisher and Paykel Healthcare Corporation
Limited (from November 2018) and Sigma Healthcare Limited (from February 2023). He was formerly a Non-
executive Director of ASX-listed Osprey Medical, Inc. (from July 2012 until May 2022) and QBiotics Group
Limited (from November 2017 to May 2023). He has also performed roles with a number of industry and
government committees. Mr Mitchell is Chair of the Audit Committee and a member of the Risk Management
Committee.
Lou Panaccio
BEc, CA, MAICD
Non-executive, independent Director, appointed June 2005
Mr Panaccio is a Chartered Accountant with extensive executive management experience in business and
healthcare services. Mr Panaccio is currently on the boards of ASX- and NASDAQ-listed Avita Medical, Inc.
(Non-executive Chairman from July 2014), ASX-listed Rhythm Biosciences Limited (Non-executive Director
from August 2017) and ASX-listed Adherium Limited (Non-executive Chairman from February 2022). He is also
a Non-executive Director of Unison Housing Limited, Non-executive Chairman of Azure Health Technology
Limited, NeuralDx Limited and Magellan Stem Cells Pty Ltd (from August 2023). Mr Panaccio was the Chief
Executive Officer and Executive Director of Melbourne Pathology (acquired by Sonic in 1999) for ten years
to 2001, the Chief Executive Officer of Monash IVF until 2009, the Executive Chairman of Health Networks
Australia until 2017 and a Non-executive Director of Haemokinesis Limited until October 2022. Mr Panaccio is
a member of the Audit Committee, the Remuneration and Nomination Committee, and the Risk Management
Committee.
26
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 INFORMATION ON DIRECTORS
Kate Spargo
LLB (Hons), BA, FAICD
Non-executive, independent Director, appointed July 2010
Ms Spargo has gained broad business experience as both a legal advisor, having worked in private practice
and government, and as a director. Ms Spargo has been a director of both listed and unlisted companies over
the last 20 years and her current directorships include the ASX-listed companies Adairs Limited (from May
2015), Sigma Healthcare Limited (from December 2015) and Bapcor Limited (from 1 March 2023). Ms Spargo
also holds non-executive director roles with CIMIC Group Limited (from September 2017), the Future Fuels
Cooperative Research Centre, Geelong Football Club Limited and Jellis Craig. Ms Spargo was previously
a Non-executive Director of Fletcher Building Limited and Xenith IP Group Limited (from April 2017 until 15
August 2019). Ms Spargo is Chair of the Remuneration and Nomination Committee and is a member of the
Audit Committee.
b) Company Secretary
Paul Alexander
BEc, CA, FFin
Mr Alexander has been the Deputy Chief Financial Officer of Sonic Healthcare Limited since 1997 and
Sonic’s Company Secretary since 2001. Prior to joining Sonic, Mr Alexander gained 10 years’ experience in
professional accounting practice, and was also Financial Controller and Company Secretary of a subsidiary of
a UK-headquartered multinational company for two years.
27
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 INFORMATION ON DIRECTORS
c) Directors’ interests in shares, options and performance rights as at 26 September 2023
Director’s name
Dr C.S. Goldschmidt
C.D. Wilks
Prof. M.R. Compton
Prof. C. Bennett
Prof. S. Crowe
Dr K. Giles
N. Mitchell
L.J. Panaccio
K.D. Spargo
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Number of
shares
897,025
41,663
488,284
116,471
459
12,057
2,000
1,440
2,560
2,000
9,770
8,026
3,000
22,000
Interest
Personally
Beneficially
Personally
Beneficially
Personally
Beneficially
Personally
Personally
Beneficially
Beneficially
Beneficially
Beneficially
Personally
Beneficially
Number of
options
1,243,921+
–
510,051+
–
Number of
performance rights
138,856+
–
56,687+
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
+ Vesting of options and performance rights is subject to challenging performance conditions designed to align the interests of the Executives with those of
shareholders. None of the performance rights have vested to date. 407,747 of Dr C.S. Goldschmidt’s and 181,147 of C.D. Wilks’ options have vested to date.
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended
30 June 2023, and the number of meetings attended by each Director (while they were a member of the Board or relevant
Committee) were:
Meetings of Committees
Full meetings
of Directors
Audit
Remuneration and
Nomination
Risk
Management
Number of
meetings
attended
Number of
meetings
held
Number of
meetings
attended
Number of
meetings
held
Number of
meetings
attended
Number of
meetings
held
Number of
meetings
attended
Number of
meetings
held
9
8
8
7
9
3
7
9
9
9
3
9
9
9
7
9
3
7
9
9
9
3
–
–
3
–
–
–
–
4
3
4
–
–
–
4
–
–
–
–
4
4
4
–
–
–
2
–
–
–
–
–
4
4
2
–
–
4
–
–
–
–
–
4
4
2
2
–
–
–
2
–
–
2
2
–
1
2
–
–
–
2
–
–
2
2
–
1
Director’s name
Dr C.S. Goldschmidt
C.D. Wilks
Prof. M.R. Compton
Prof. C. Bennett
Prof. S. Crowe
Dr P.J. Dubois
Dr K. Giles
N. Mitchell
L.J. Panaccio
K.D. Spargo
Dr E.J. Wilson
28
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
INSURANCE OF OFFICERS
The Company has entered into agreements to indemnify all Directors of the Company that are named above, and current and
former Directors of the Company and its controlled entities, against all liabilities to persons (other than the Company or related
entity) which arise out of the performance of their normal duties as Director or executive officer, unless the liability relates to
conduct involving lack of good faith. The Company has agreed to indemnify the Directors and executive officers against all costs
and expenses incurred in defending an action that falls within the scope of the indemnity and any resulting payments.
The Directors’ and officers’ liability insurance provides cover against costs and expenses, subject to the terms and conditions
of the policy, involved in defending legal actions and any resulting payments arising from a liability to persons (other than the
Company or related entity) incurred in their position as a Director or executive officer, unless the conduct involves a wilful breach
of duty or an improper use of inside information or position to gain advantage. The insurance policy does not allow disclosure of
the nature of the liabilities insured against or the premium paid under the policy.
ENVIRONMENTAL REGULATION
The Group is subject to environmental regulation in respect of the transport and disposal of medical waste. The Group contracts
with reputable, licensed businesses to dispose of waste. The Directors believe that the Group has complied with all relevant
environmental regulations and there have been no investigations or claims during the financial year.
NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s
expertise and experience with the Group are important.
Details of the amounts paid or payable to the auditor of the Group (PricewaterhouseCoopers) for non-audit services provided
during the year are set out below.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee,
is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not
compromise the auditor independence requirements of the Corporations Act 2001. In the opinion of the Directors, none of the
services provided undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making
capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 52.
During the year the following fees were paid or payable for non-audit services provided by the auditors of the Group.
PricewaterhouseCoopers – Australian firm and related practices
(including overseas PricewaterhouseCoopers firms)
Taxation and other services
2023
$
–
2022
$
83,320
29
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 SHARE OPTIONS
Information on share options is detailed in Note 34 – Share-based payments.
ROUNDING OF AMOUNTS
The Company is of a kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191,
relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in
accordance with that Instrument to the nearest thousand dollars or, in certain cases, to the nearest dollar.
30
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Letter from the Chair of the Remuneration and Nomination Committee
Dear Shareholders,
The Board of Sonic Healthcare is pleased to present the 2023 Remuneration Report, which summarises the performance of the
Company during the year and the associated remuneration outcomes, as well as explaining our remuneration structures and
their links to outcomes for the Company’s stakeholders.
Sonic Healthcare achieved a net profit for the 2023 financial year of A$685 million, on revenues of A$8.2 billion. Whilst these
results were lower than in the prior year due to an 80% decrease in COVID-related revenue, net profit was 25% higher than in
FY2019, the last pre-pandemic year. Shareholders were rewarded with total dividends for the year of A$1.04 per share, up 4%
on FY2022.
In many ways, the 2023 financial year was one of transition for Sonic Healthcare. Early in the year the Company was still
performing substantial volumes of COVID-19 PCR tests, and the progress of the pandemic and the development of new
strains were unpredictable. It was important to retain surplus testing capacity to be able to react swiftly if required. Volumes of
COVID testing fell dramatically, and unpredictably, through the year. In addition, COVID PCR fees were reduced in most of our
jurisdictions at points during the year. In combination, this meant that monthly COVID revenue went from almost A$100 million in
the month of July 2022, down to around A$10 million in June 2023.
While COVID has become just a memory for many, I want to take this opportunity to highlight that since the beginning of the
pandemic, Sonic has performed approximately 60 million COVID-19 PCR tests, in addition to providing COVID-related antibody
testing, genetic sequencing and vaccination services. At the same time non-COVID medical diagnostic services have been
seamlessly provided for more than 100 million patients a year. None of this would have been possible without the strength of
Sonic’s Medical Leadership culture, which inspires and motivates our people, nor without the investments made in people,
state-of-the-art facilities, equipment, and systems. The management of the COVID era is a testament to the strong resilience of
the Company.
Sonic’s base business (excluding COVID-related revenues) has now strengthened. Base business revenue grew organically by
7% over the year on a like-for-like basis, gaining momentum with 6% growth in the first half, and 9% in the second. Sonic’s Medical
Leadership culture, and the related investments already mentioned, have positioned Sonic’s operations optimally in the specialist
and hospital referrer sub-markets. In turn, this has enabled Sonic to grow market shares and benefit from the trend towards higher
value tests and modalities in laboratory medicine and radiology respectively.
Sonic’s sustainability strategy gained substantial momentum during the 2023 year, with additional resources appointed
throughout the Company, and with the completion of key short-term milestones and progress made towards longer term goals,
including the transition to renewable energy sourcing. Details of our progress will be included in the 2023 Sustainability Report,
to be published in November 2023. As part of Sonic’s commitment to social aspects of sustainability, the Sonic Healthcare
Foundation was established and funded by Sonic in FY2022, and the Foundation is now well advanced in providing healthcare
support in parts of the world where the need is dire. All of Sonic takes great pride in the activities of the Foundation, and we trust
that our shareholders do as well.
As always, the health and safety of our staff is a major focus for Sonic, and I am happy to report that Sonic has continued to
maintain its very longstanding very sound staff safety record. On behalf of the Board, I thank all of our employees for their
amazing efforts over the last year.
31
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Changes to remuneration structures for 2023
Having instituted significant changes in 2020 and 2021 following a detailed review of the Company’s remuneration framework,
and further updates in 2022, the following additional adjustments have been made in 2023:
Element
Action taken
Remuneration level
Fixed and Total Target Remuneration values had remained unchanged for 5 years to 30 June 2022.
Based on independent market benchmarking, the Finance Director’s Fixed Remuneration was increased
by ~10% to $1,200,000 with effect from 1 July 2022, with proportionate flow on increases in the ‘at risk’
elements of his remuneration package. The Managing Director’s remuneration remained unchanged.
STI – Non-financial
performance
objectives
20% of the STI opportunity is assessed against non-financial aspects and this year we have weighted
half of this award to the Company’s environmental, governance and sustainability objectives. The
other half remains based on our previously documented qualitative factors.
Malus and clawback
Malus and clawback provisions now apply to awards.
Mandatory
shareholding levels
Mandatory minimum shareholding levels have been set for the Managing Director and Finance
Director.
Remuneration outcomes
The award of an STI is based on both an EBITDA target (80% of the opportunity) and strategic qualitative or non-financial targets
(20% of the opportunity). The Company achieved an actual EBITDA level equating to 90.3% of the EBITDA target, resulting in the
Executives achieving 35.3% of STI target for the EBITDA component. 50% of the EBITDA related award was deferred into equity for
two years.
In relation to the strategic qualitative component, the Board assessed the contributions made by the Executives in these areas
including Medical Leadership, strategy development, reputation and risk management, and the oversight and management of
the federation model, as well as the specific area of sustainability. The Board was pleased to be confident in awarding 100% of
the opportunity to the Executives based on their work during the year. Their ongoing focus on the strategic aspects that make the
Company a resilient, innovative, useful and growing business is fundamental to the Company. This focus is demonstrated in many
ways, including sourcing and completing value enhancing business acquisitions like the three recently announced European
transactions, winning preferred bidder status for outsource contracts from the UK National Health Service, and setting Sonic’s digital
pathology and AI strategy for the future.
For the LTI with a performance measurement period of 3 years to 30 June 2023, 84.3% of the options and rights vested. The
ROIC and EPS performance condition components were fully satisfied, particularly due to the extraordinarily strong financial
performances in FY2021 and FY2022. 64.6% of the relative total shareholder return component vested, with the relative TSR
equating to the 58th percentile.
We remain committed to achieving the appropriate balance between investor and executive rewards and continue to monitor the
alignment of our remuneration approach with Company performance.
Whilst Remuneration Reports tend to be complicated by their nature, we try to enhance the readability of our Report each year, and
would welcome any feedback on all aspects of our approach.
Kate Spargo
26 September 2023
32
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
REMUNERATION REPORT
In this report
2023 performance and remuneration outcomes for Executive Directors
Key management personnel
a)
b) Year in review
c)
d) 2023 Executive Director remuneration framework
e) Remuneration governance
f)
g) Statutory remuneration disclosures for key management personnel
h) Other statutory disclosures
Non-executive Director remuneration
a) Key management personnel
The table below lists the Directors of Sonic Healthcare Limited, who were the key management personnel (KMP) of the Group
throughout the financial years ended 30 June 2023 and 2022 unless otherwise stated.
Name
Non-executive Directors
Prof. M.R. Compton AM
Prof. C. Bennett AO (from 26 September 2022)
Prof. S. Crowe AO
Dr P.J. Dubois (until 17 November 2022)
Dr K. Giles (from 26 September 2022)
N. Mitchell
L.J. Panaccio
K.D. Spargo
Dr E.J. Wilson AO (until 17 November 2022)
Executive Directors
Dr C.S. Goldschmidt
C.D. Wilks
Position
Chairman
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Managing Director
Finance Director
The Board is satisfied that given the Company operates in a federation structure and the consequent distributed management
model, there are no other KMP at the Group level.
b) Year in review
The 2023 financial year was one of transition for Sonic Healthcare. The Company achieved a net profit for the year of A$685
million, on revenues of A$8.2 billion, significantly lower than in the prior year due to an 80% decrease in COVID-related revenue.
Pleasingly however, Sonic’s base (non-COVID) business performed strongly, demonstrated by revenue growth of 11%, and net
profit was up a substantial 25% compared to FY2019, the last pre-pandemic year.
Early in FY2023 the Company was still performing large volumes of COVID-19 PCR tests, to assist in pandemic control. At that
stage the progress of the pandemic was still unknown, and there was always the possibility of a new and more dangerous strain
developing. Testing volumes remained impossible to predict, and it was incumbent on Sonic to retain surplus testing capacity
so as to be able to meet spikes in demand if required. In addition to volume changes, COVID PCR fees were reduced in most of
Sonic’s markets at points during the year. As the pandemic waned, Sonic’s base business (excluding COVID-related revenues)
strengthened. Base business revenue grew organically by 7% over the year on a like-for-like basis, gaining momentum with 6%
growth in the first half, and 9% in the second. Organic growth was augmented by the full year effect of acquisitions occurring
in the prior year. Sonic’s Medical Leadership culture, and related investments over decades in people and infrastructure, have
positioned Sonic’s operations optimally in the specialist and hospital referrer sub-markets, enabling Sonic to grow market shares
and benefit from the trend towards higher value tests and modalities in laboratory medicine and radiology respectively.
33
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Considerable progress was made with Sonic’s sustainability strategy in the 2023 year, with additional resources appointed
throughout the Company, and with the completion of key short-term milestones plus steps made towards longer term goals,
including the transition to renewable energy sourcing. Details of this progress will be included in the 2023 Sustainability Report,
to be published in November 2023.
c) 2023 performance and remuneration outcomes for Executive Directors
The Board did not exercise discretion to adjust any variable remuneration performance targets or outcomes for 2022 or 2023. In
light of 2023 performance, remuneration outcomes were as follows:
i)
Fixed Remuneration
Fixed and Total Target Remuneration values had remained unchanged for 5 years to 30 June 2022. In the 2022 annual review
of remuneration carried out by the Board’s Remuneration and Nomination Committee, independent market benchmarking
revealed that C.D. Wilks’ remuneration had fallen behind the targeted percentile versus CFOs of companies of similar sizes and
complexity based on market capitalisation, global complexity and industry. His Fixed Remuneration was therefore increased
by approximately 10% to $1,200,000 with effect from 1 July 2022, with proportionate increases in the other elements of his
remuneration package. Dr C.S. Goldschmidt’s remuneration remained unchanged.
ii)
STI outcomes
The EBITDA achieved by the Company in 2023 reached 90.3% of the target set at the beginning of the financial year (which was
based on market expectation at the time the target was set as Sonic did not publish earnings guidance), resulting in a payout
of 35.3% of the relevant target component under the EBITDA performance condition which relates to 80% of the total target
STI amount.
The remaining 20% of the target STI award was subject to the qualitative strategic performance conditions. The performance
conditions were met in full resulting in 100% of the relevant component being paid. Detailed information was sought from a
range of sources both within and outside of the Company and an assessment of the performance of the Executives was made
by the Board with reference to the following factors:
¡ promotion of, and adherence to, Sonic Healthcare’s Core Values and Foundation Principles
¡ the exercise and promulgation of Sonic’s Medical Leadership culture
¡ the Federation model employed at Sonic Healthcare, and its effective management
¡ risk management within the Company
¡ the external standing and reputation of the Company
¡ progress with the Company’s environmental, governance and sustainability objectives
¡ financial leadership and innovation (for the Finance Director).
From 2023, 50% of the portion of the target STI award related to qualitative strategic performance conditions (20% of total
target STI) is assessed based on progress with the Company’s environmental, governance and sustainability objectives, and is
assessed against the achievement of specific milestones/objectives for the year. For the 2023 year these were:
¡ completion of a qualitative assessment of climate-related risks and opportunities in line with the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD) across Sonic’s global business, with the findings to be reported in the
2023 Sustainability Report
¡ to establish a scope 3 (upstream and downstream value chain) emissions boundary, conduct a scope 3 emissions
inventory and estimate Sonic’s global scope 3 emissions using available data. The findings will be reported in the 2023
Sustainability Report
¡ to include standard Sustainability clauses in all new significant supplier contracts
¡ to submit Sonic’s inaugural response to the Climate Disclosure Project (CDP) questionnaire.
These milestones/objectives were achieved.
These ‘qualitative’ factors are not able to be measured in the same way as the EBITDA target. However the Board believes it is
these factors, and the behaviours and actions that are linked to them, which are the basis of Sonic Healthcare’s success as a
healthcare provider and as a business. The COVID-19 pandemic strongly tested the quality of all these factors.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
The Board believes that the Company is driven by the ideal of Medical Leadership, which means putting the patient and
their treating clinician at the centre of all Sonic does. Sonic’s Values and Principles derive from Medical Leadership, and the
Company’s standing and reputation have been built from it. Throughout the pandemic, the Executives called on Sonic’s Medical
Leadership culture to motivate and drive the Company’s staff to achieve outcomes during the most challenging period in
Sonic’s history. Sonic Healthcare’s long established culture has brought out the best in its people. It has served to inspire them
into action, not only to provide service and to make a contribution to community and their country, but also to make enormous
personal sacrifices to help Sonic Healthcare navigate the many challenges presented by the pandemic.
Now that the pandemic has receded, Sonic is adjusting to the changes in requirements for staffing and testing. The pandemic
experience has shown just how resilient our Company is to challenges, and we are now asking our people to move forward with
new challenges such as increasingly complex testing, the inclusion of AI in our work, and our sustainability strategy.
The table below summarises the 2023 STI outcomes.
Dr C.S. Goldschmidt
2023
2022
C.D. Wilks
2023
2022
STI target as
a % of Fixed
Remuneration
Target STI $
% of Target
STI actually
awarded
% of Target
STI forfeited
Actual STI
award $
92%
92%
105%
105%
2,201,368
2,201,368
1,263,206
1,147,138
48.3%
140%
48.3%
140%
51.7%
–
51.7%
–
1,062,337
3,081,914
609,599
1,605,994
50% of the portion of the STI award related to EBITDA growth is delivered as equity and deferred for two years.
iii) LTI outcomes
The options and performance rights issued as LTI for the Executives are subject to challenging vesting conditions. Of the options
and performance rights with a performance measurement period for three years to 30 June 2023, 84.3% (2022: 100%) satisfied
the performance conditions, as follows:
LTI outcomes (1 July 2020 to 30 June 2023)
Performance measure
Overall weighting
Performance achieved
% eligible to vest
Relative TSR
Aggregate EPS1
Target average ROIC2
Total
45%
33%
22%
100%
58th percentile
747.7 cents
150.3% of target ROIC
64.6%
100%
100%
84.3%
1
2
For the Aggregate EPS component of the LTI issue made in FY2021, the performance was as follows: FY2021 EPS:
286.0, FY2022 EPS: 314.1, FY2023 EPS: 147.6, for a total aggregate EPS of 747.7 cents over the three-year performance
period. The minimum hurdle was 366 cents and the maximum hurdle was 442 cents. EPS was calculated on a Constant
Currency basis and included the impact of the accounting standard AASB 16.
For the ROIC component of the LTI issue made in FY2021, the performance was as follows: FY2021 (target: 9%, achieved:
16.7%), FY2022 (target: 11%, achieved: 18.1%) and FY2023 (target: 9%, achieved: 8.8%). This resulted in 150.3% of the
target ROIC being achieved over the three-year performance period. ROIC was calculated including the impacts of the
accounting standard AASB 16 for FY2021 and FY2022, however the methodology was revised to exclude the impacts of
AASB 16 in both the target set and the result achieved for FY2023. Refer to the Financial History (page 7) for a description
of the revised methodology.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
iv) Company performance
Share price growth
The chart below shows the Company’s share price (SHL.AX) performance over the 5 years to 30 June 2023, versus the
relative performance of the ASX 200. The ASX 200 increased approximately 16% over the period, whereas SHL.AX increased
approximately 45%.
Sonic Healthcare (SHL.AX) Share Price vs ASX 200
e
c
i
r
p
e
r
a
h
s
L
H
S
48.00
43.00
38.00
33.00
28.00
23.00
18.00
30 Jun 18
36
31 D ec 18
30 Jun 19
31 D ec 19
30 Jun 20
31 D ec 20
30 Jun 21
31 D ec 21
30 Jun 22
31 D ec 22
30 Jun 23
SHL.AX
ASX 200
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
REMUNERATION REPORT
Historical performance of the Group and relationship to remuneration of key management personnel
The table below summarises Sonic Healthcare’s performance over the last five years and the changes in remuneration of key
management personnel (but excluding Non-executive Directors who do not receive performance-based or equity-based
remuneration).
Growth in EBITDA2 (on a
Constant Currency basis)
Net profit attributable to
members ($’000)
2019
2020
2021
2022
2023
9.5%
0.1%
107.4%
11.5%
(47.9)%
549,725
527,749
1,315,040
1,460,566
684,984
Diluted earnings per share (cps)
122.1
110.6
273.1
Dividends declared per share (cps)
84
85
91
302.5
100
145.0
104
Enterprise value3 ($’000)
15,143,172
16,481,770
19,292,237
16,385,887
17,632,904
Total Shareholder Return4
40.7%
40.7%
68.4%
32.0%
27.7%
Compound
average annual
growth rate1
5.7%
7.6%
5.3%
5.1%
6.4%
n/a
Change in total Fixed Remuneration
plus STI of Executives5
Change in total remuneration
of Executives6
7.9%
(44.0)%
95.6%
0%
(35.5)%
(6.4)%
(6.3)%
(26.8)%
53.7%
13.3%
(21.9)%
(2.0)%
1 The compound average annual growth rate is calculated over the five-year period shown with 2018 as the base year.
2 EBITDA is calculated excluding the impacts of the lease accounting standard AASB 16, which became effective for Sonic in FY2020.
3 Enterprise value is the Company’s market capitalisation (number of issued shares times closing share price) plus net interest-bearing debt (excluding lease liabilities
under AASB 16) at 30 June.
4 Total Shareholder Return is calculated over a rolling three-year performance period and assumes dividend reinvestment.
5 Change in total Fixed Remuneration plus STI of Executives is the percentage increase/(decrease) over the prior year of total Fixed Remuneration plus STI of all key
management personnel in place for the relevant periods (but excluding Non-executive Directors).
6 Change in total remuneration of Executives is the percentage increase/(decrease) over the prior year of total remuneration (cash plus long service leave accrued plus the
calculated value of equity remuneration) of all key management personnel in place for the relevant periods (but excluding Non-executive Directors).
The table above demonstrates the relationship between the performance of the Group and the remuneration of its key
management personnel. Remuneration has fluctuated from year to year largely dependent on the extent to which the STI
performance hurdle related to EBITDA was met. Total remuneration has also fluctuated depending upon whether elements of
equity-based remuneration have met challenging (non-market based) performance conditions. Over the five-year period, total
remuneration has slightly decreased, despite strong Total Shareholder Returns.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
REMUNERATION REPORT
d) 2023 Executive Director remuneration framework
i)
Remuneration strategy
Sonic Healthcare’s remuneration opportunities are structured and set at levels that are intended to attract, motivate and retain
Executives capable of leading and managing the Group’s operations, and to align remuneration with the creation of value for
shareholders.
Sonic Healthcare’s remuneration policy links the remuneration of the Managing Director and the Finance Director to Sonic’s
performance through the award of conditional entitlements. These conditional entitlements relate to the performance of the
Group and align reward with the creation of value for shareholders.
The remuneration strategy is designed to support Sonic’s business strategy. In particular, the approaches support the unique
nature of the decentralised federated structure, complexity of the global organisation and the acquisitive nature of the business.
Summary of remuneration components
The graphic below summarises the target remuneration components and timing of delivery.
Year 1
Year 2
Year 3
Fixed
Remuneration (FR)
100% Cash
Base salary,
superannuation
and other benefits
STI
(Target was 92% of FR for
Dr C.S. Goldschmidt and
105% of FR for C.D. Wilks)
60% Cash
40% Equity
at Target level
LTI
(Target was 128% of FR for
Dr C.S. Goldschmidt and
107% of FR for C.D. Wilks)
50% granted
as Options
50% granted as
Performance Rights
80% based
on EBITDA
50% Cash, 50% Equity
Equity
• No further performance conditions
• Minimum 2 year hold
20% based on
Strategic Objectives
100% Cash
75% based on Relative Total Shareholder Return
25% based on Target Average Return on Invested Capital
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
The table below outlines the purpose, performance link and value to shareholders of each remuneration component.
Fixed Remuneration (FR)
Short-Term Incentive (STI)
Long-Term Incentive (LTI)
Purpose
Performance link
Value delivered
to shareholders
Baseline level of remuneration to attract
and retain individuals with the skills,
experience and capability to deliver the
business strategy.
Executive Directors may take part of
their base salary as other benefits,
such as motor vehicles, including any
associated fringe benefits tax.
Reviewed annually, taking into account
market benchmarks, performance and
experience of Executive Directors and
Company performance.
The remuneration of current Executive
Directors reflects the individual’s
significant commitment to the success
of Sonic Healthcare. These individuals
have led the delivery of strategic
outcomes and shareholder returns over
an extended period of time.
Motivate and reward for
contributing to the achievement
of annual financial and strategic
objectives.
Align participants with long-term
business strategy and the creation
of shareholder value and returns
over the long term.
Performance is assessed against
EBITDA targets and strategic
objectives.
Performance is assessed against
Relative Total Shareholder Return
(TSR) and Return on Invested
Capital (ROIC).
Aligned to earnings and delivery
of annual strategic objectives that
support the longer-term strategy.
Deferred portion delivered in equity.
The LTI is fully delivered as equity
and performance measures are
aligned to long-term shareholder
returns and value creation.
ii) Market positioning of fixed and total remuneration opportunities
Remuneration arrangements for Dr C.S. Goldschmidt and C.D. Wilks are reviewed annually by the Remuneration and Nomination
Committee, referencing market benchmarking. Consideration is given to companies of similar size and complexity based on market
capitalisation, global complexity (determined by offshore portion of revenue) and industry. Companies in the Financials and Metals
and Mining sectors are excluded from market comparisons.
Fixed Remuneration and Total Target Remuneration (being Fixed Remuneration, STI and LTI) were targeted at the 75th percentile for
the Managing Director and at the 80th percentile for the Finance Director when set. Fixed and Total Target Remuneration values had
remained unchanged for 5 years to 30 June 2022. In the annual review of remuneration carried out by the Board’s Remuneration and
Nomination Committee, independent market benchmarking revealed that C.D. Wilks’ remuneration had fallen behind the targeted
percentile versus CFOs of companies of similar sizes and complexity based on market capitalisation, global complexity and industry.
His Fixed Remuneration was therefore increased by approximately 10% to $1,200,000 with effect from 1 July 2022, with proportionate
increases in the other elements of his remuneration package. Dr C.S. Goldschmidt’s remuneration has remained unchanged. This
market positioning reflects the value of the specific individuals to Sonic Healthcare taking into consideration the following factors:
¡ The positioning of Sonic Healthcare, by market capitalisation, relative to other companies in the comparator groups. As Sonic’s
size placed it towards the top of the comparator groups considered, the positioning of the Managing Director and the Finance
Director’s remuneration towards the top of like roles within these groups was, in the Board’s view, appropriate.
¡ The current Managing Director and Finance Director have led the Company in driving sustained share price growth,
demonstrating Medical Leadership and delivering significant shareholder value over 30 years. Both are among the longest
tenured and successful incumbents in their respective roles within the ASX 200, having served in their roles since 1993. The Board
considered it appropriate to recognise the value of the knowledge, skills and experience the individuals bring to Sonic Healthcare,
as well as the sustained performance they have delivered.
¡ Reflecting their sustained performance, both the Managing Director and Finance Director have built and retained large
shareholdings with Sonic Healthcare over their significant tenure, resulting in a high level of alignment between the Executives and
shareholders.
¡ The role and strategic responsibilities of C.D. Wilks, Finance Director, are considered broader than those of a typical CFO role.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
iii) Remuneration mix
The table below provides a summary of target remuneration mix for 2023 for Dr C.S. Goldschmidt and C.D. Wilks:
Fixed Remuneration
(% of total remuneration)
Target STI
(% of total remuneration)
LTI opportunity
(% of total remuneration)
Dr C.S. Goldschmidt
C.D. Wilks
~31%
32%
~29%
~34%
40%
~34%
iv) Detailed overview of STI and LTI arrangements
Additional information for the STI and LTI arrangements for the year ended 30 June 2023 are detailed below.
STI Plan
Key question
Sonic Healthcare approach
Who is eligible to
participate in the
STI plan?
What are Executive
Directors able to earn
under the STI plan?
The Managing Director and Finance Director are eligible to participate in the STI plan.
¡ Target opportunity: 92% of Fixed Remuneration for the Managing Director and 105% for the
Finance Director.
¡ Maximum opportunity: Both can earn up to 140% of target for the achievement of stretch performance.
What is the mix
of performance
conditions?
The STI is determined based on the extent to which the following conditions are met:
¡ 80% based on EBITDA
¡ 20% based on Strategic Objectives (of which 50% relates specifically to sustainability objectives)
How does the
EBITDA performance
condition work?
Achievement of a target level of underlying EBITDA. The annual EBITDA performance target is based on the
upper quartile of market earnings guidance, or where no guidance is provided, based on market expectation.
No guidance was provided for FY2023 due to uncertainties associated with the COVID-19 pandemic. Instead
the EBITDA target was based on market consensus earnings at the time the target was set.
What are the Strategic
Objective measures?
EBITDA is used as a performance criterion as it is consistent with the way Sonic gives earnings guidance to
the market and is a clearer measure of operational performance than net profit or earnings per share as it is not
distorted by changes in income tax law or interest rates.
Up to 150% of the component of Target STI which relates to EBITDA growth can be paid in defined
circumstances where there has been significant outperformance.
The Strategic Objectives applicable to the STI are as follows:
¡ Promotion of, and adherence to, Sonic Healthcare’s Core Values and Foundation Principles
¡ The exercise and promulgation of Sonic’s Medical Leadership culture
¡ The Federation model employed at Sonic Healthcare, and its effective management
¡ Risk management within the Company
¡ External standing and reputation (including stakeholder management, brand and quality)
¡ Financial leadership and innovation (for C.D. Wilks)
¡ Progress with the Company’s environmental, governance and sustainability objectives (50% weighting)
How is the STI
delivered?
50% of the EBITDA related component is delivered as rights to Sonic Healthcare shares. The rights/shares are
held in the Sonic Healthcare Employee Share Trust for a period of at least two years.
The remainder of the STI is delivered as cash with no deferral.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
LTI Plan
The award features for the grant made during the 2023 financial year are as follows:
Key question
Sonic Healthcare approach
Who is eligible for
awards under the
LTI plan?
The Managing Director and Finance Director are eligible to participate in the LTI plan.
Are awards made on an
annual basis under the
LTI plan?
Yes, LTI grants are made on an annual basis, subject to shareholder approval at the Company’s Annual General
Meeting. This allows the Board to review the performance conditions on an annual basis and/or adjust the mix
between types of instruments for changes in circumstances.
What form do the
awards take?
Are dividends paid on
unvested LTI awards?
The LTI is delivered half in options and half in performance rights.
No, unvested options and performance rights are not eligible for dividends. Executive Directors are only
rewarded to the extent performance conditions have been achieved at the end of the performance period and
awards are exercised.
How is the number
of awards to grant
determined?
The number of options issued was determined based on a Black Scholes methodology valuation at the time
of grant. The valuation does not allow for any discounts relating to performance conditions. The exercise price
of the options is determined using the Volume Weighted five-day Average market Price (‘five-day VWAP’) for
Sonic Healthcare shares preceding the date of grant.
What is the mix
of performance
conditions?
The number of performance rights issued was determined by dividing 50% of the maximum value of LTI (i.e.
the proportion granted as performance rights) by the five-day VWAP for Sonic Healthcare shares preceding the
date of grant.
Awards vest under the LTI plan based on the extent to which the following conditions are achieved over the
three-year performance measurement period:
¡ Relative TSR (75% weighting)
¡ Average Return on Invested Capital (ROIC) (25% weighting)
Note that previously the LTI performance conditions included a third measure, being Earnings Per Share (EPS)
growth. In setting the performance conditions for this period the Board considered the context of the impacts
of the COVID-19 pandemic and in particular the difficulties of predicting the level of COVID-19 PCR testing
revenues. Consequently the Board determined that EPS growth was not a suitable performance measure for
the 2023 LTI. The Board intends to consider the reintroduction of the EPS growth hurdle in future years.
How does the Relative
TSR performance
condition work?
Relative Total Shareholder Return (TSR) provides a direct link between executive remuneration and
shareholder return relative to the Company’s peers.
Sonic Healthcare’s TSR is measured against the S&P ASX 100 Accumulation Index, excluding Banks and
Resource companies, over the three-year performance period. Sonic Healthcare’s TSR performance is ranked
relative to the TSRs of the other constituents of this reference group.
Awards under the Relative TSR condition vest as follows:
TSR ranking achieved
Below the 51st percentile
51st percentile
Greater than 51st and less than 75th percentile
Percentage of options and rights that vest
0% vesting of Relative TSR component
50% vesting of Relative TSR component
Pro rata between 50% and 100% vesting of
Relative TSR component
75th percentile and above
100% vesting of Relative TSR component
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Key question
Sonic Healthcare approach
How does the
Target Average
ROIC performance
condition work?
The Board sets a ROIC target at the beginning of each measurement year, taking into account market conditions
and Company-specific factors at the time. The ROIC target for the first year of the performance period (2023) was
9%. After completion of the three-year measurement period, the average of the actual ROIC over the three years
will be compared to the average of the three ROIC targets (‘Target Average ROIC’).
Measurement of the average actual ROIC will exclude any significant uncontrollable or one-off events, and the
initial impact of business development initiatives, as approved by the Board.
ROIC has been chosen as a performance condition as the Board believes that a primary focus in coming years
should be improvement in the return from the substantial investments the Company has made into its businesses.
Average ROIC over 3 years
Percentage of options and rights that vest
Less than Target Average ROIC
0% vesting of Average ROIC component
Equal to Target Average ROIC
40% vesting of Average ROIC component
Greater than Target Average ROIC and less
than 110% of Target Average ROIC
Pro rata between 40% and 100% vesting of
average ROIC component
110% of Target Average ROIC or greater
100% vesting of average ROIC component
Does the LTI have
re-testing?
No, there is no re-testing. Options and performance rights for which the performance conditions are not
satisfied lapse immediately after the performance measurement is finalised. The Board may make adjustments
in measuring performance under the Target Average ROIC conditions to ensure the intent of the incentive plan
is retained e.g. for a change in accounting standards.
How are the awards
delivered under the LTI?
Vesting of LTI grants is dependent upon the achievement of the performance conditions outlined above over the
three-year performance period.
Options can only be exercised when the market price of Sonic Healthcare shares is higher than the exercise price.
The performance rights will automatically exercise if and when the Board determines the performance conditions
have been achieved. Entitlements are satisfied either through an allotment of new Sonic Healthcare ordinary
shares to participants or the purchase of existing shares on-market.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
e) Remuneration governance
i)
Service agreements
None of the key management personnel of Sonic Healthcare Limited has a service contract. Rather, the terms and entitlements
of employment are governed by applicable employment laws. There are no set contract/employment periods, and no sign-on
payments have been made.
Other than contributions to superannuation funds during employment periods and notice periods under applicable employment
laws, the Group does not contract to provide retirement benefits to Executive or Non-executive Directors.
Key remuneration-related terms for the Executive Directors are outlined below:
Cessation of employment
The Board has the discretion to determine the treatment of unvested awards where the participant is judged to be a ‘good
leaver’. The Board may choose to enable the participant to retain the portion of the LTI which vests (subject to the performance
conditions) for a specified period of time following the cessation of employment or to apply another treatment depending on the
circumstances surrounding the departure.
To be judged a ‘good leaver’ the Executive Director would need to provide sufficient notice, assist with succession planning and
transition and make themselves reasonably available to assist/answer queries of their replacement for a period post-employment.
The Board views this arrangement to be in the best interests of the Company and its shareholders, as the Executive Directors
will be incentivised to minimise disruption/loss of value associated with their departure. Cessation of employment in all other
circumstances will trigger forfeiture of all unvested entitlements, unless the Board determines otherwise.
The Board retains discretion in relation to the treatment of any deferred STI where there is cessation of employment.
Change of control
If a takeover bid or other public proposal is made for voting shares in the Company which the Board reasonably believes is likely
to lead to a change of control, unvested options and performance rights may vest at the Board’s discretion, having regard to pro
rata performance and the circumstances leading to the potential change of control.
Malus and clawback
Where, in the opinion of the Board, a participant has obtained, or will obtain, an unfair benefit as a result of an act which:
¡ constitutes fraud, or dishonest or gross misconduct in relation to the affairs of the Group or any Group Company;
¡ brings the Group or any Group Company into disrepute;
¡ is in breach of their obligations to the Group or any Group Company, including compliance with any applicable Company policy;
¡ constitutes a failure to perform any other act reasonably and lawfully requested of the participant; or
¡ has the effect of delivering strong Company performance in a manner which is unsustainable or involves unacceptably high risk,
and results, or is likely to result, in a detrimental impact on Company performance following the end of the period;
the Board may, to ensure that no unfair benefit is obtained by the participant, in its absolute discretion, subject to applicable laws,
determine any treatment in relation to an award, including, without limitation, to:
¡ vary downwards (including to nil) the number of shares/securities in respect of which an award vests;
¡ reset the performance condition and/or alter the period(s) applying to awards;
¡ deem all or any awards which have not vested to have lapsed or been forfeited (as relevant); or
¡ determine any treatment in relation to an award as the Board deems fit.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
ii) Remuneration policy and governance oversight
The following diagram illustrates Sonic Healthcare’s remuneration governance framework and the key roles of the Remuneration
and Nomination Committee, which currently consists of three Non-executive independent Directors.
SONIC BOARD
¡ Oversees Non-executive Director and Executive Director remuneration and remuneration policies.
¡ With the support of the Remuneration and Nomination Committee, the Board is responsible for monitoring the
performance of Executive Directors and the alignment of remuneration policies with Sonic’s purpose, values, strategic
objectives and shareholders.
¡ Reviews and approves recommendations from the Remuneration and Nomination Committee.
REMUNERATION AND NOMINATION COMMITTEE
¡ Makes specific recommendations to the Board on remuneration packages and other terms of employment for the
Executive and Non-executive Directors.
¡ Advises the Board in relation to equity-based incentive schemes for all other employees.
¡ Seeks advice from the Risk Management Committee on risk-related matters.
¡ Seeks advice from independent consultants where appropriate.
REMUNERATION ADVISORS
MANAGEMENT
¡ Provide independent advice to the Remuneration
and Nomination Committee or management on
remuneration market data, market practice or other
remuneration-related matters.
¡ Makes recommendations to the Remuneration
Committee on the Group’s remuneration strategy
and framework.
¡ Provides relevant performance, financial and risk
¡ No remuneration recommendations were made by an
information to support decision-making.
external adviser in 2022 or 2023.
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Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
f) Non-executive Director remuneration
Remuneration of Non-executive Directors is determined by the Board within the maximum amount approved by the shareholders.
At the Annual General Meeting on 12 November 2020, shareholders approved a maximum annual amount of $2,500,000 for
remuneration of Non-executive Directors, of which $2,054,598 was paid in 2023. Fees effective from 1 January 2022 are as set
out below.
Fees per annum
Chairman (inclusive of Committee work)
Base Non-executive Director fee
Audit Committee
Risk Management Committee
Remuneration and Nomination Committee
Current
$550,000
$200,000
Committee Chair
Current
$47,000
$38,000
$40,000
Members
Current
$23,000
$19,000
$20,000
Options and performance rights are not issued and performance-based remuneration is not payable to Non-executive Directors.
g) Statutory remuneration disclosures for key management personnel
The following tables show the total remuneration for Sonic Healthcare’s KMP for 2022 and 2023. These disclosures have been
calculated in accordance with the relevant accounting standards.
Non-executive Directors
Year
Salary & fees
Other benefits1
Superannuation
Short-term employee benefits
Post-employment
benefits
Name
Prof. M.R. Compton
Chairman
Prof. C. Bennett
Prof. S. Crowe
Dr P.J. Dubois
Dr K. Giles
N. Mitchell
L.J. Panaccio
K.D. Spargo
Dr E.J. Wilson
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
FY2023
FY2022
$
524,708
514,869
139,175
–
208,871
188,522
69,245
175,384
139,175
–
240,724
235,867
237,104
232,001
238,009
232,958
89,325
228,232
$
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25,292
23,568
14,613
–
21,932
18,816
7,270
17,538
14,613
–
25,276
23,258
24,896
22,918
24,991
22,979
9,379
22,610
1 Other benefits include fringe benefits tax where applicable
Total
$
550,000
538,437
153,788
–
230,803
207,338
76,515
192,922
153,788
–
266,000
259,125
262,000
254,919
263,000
255,937
98,704
250,842
45
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
3
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e
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
REMUNERATION REPORT
h) Other statutory disclosures
i) Options and rights that were exercised during the financial year
During the financial year the following options and performance rights over ordinary shares in the Company were exercised by
key management personnel.
Dr C.S. Goldschmidt
C.D. Wilks
2023
Options issued in November 2017 with a performance measurement period to 30
June 2020 (having vested after satisfying performance conditions which caused
29.1% of the total options issued to be forfeited) with a $21.64 exercise price
Performance rights issued in November 2019 with a performance measurement period
to 30 June 2022 (having fully vested after satisfying performance conditions) with a nil
exercise price
Deferred share rights issued in September 2022 for STI performance to
30 June 2022 (resulting shares must be held until September 2024)
331,551
147,295
44,941
33,896
19,966
17,663
2023 Total intrinsic value of options and rights at the date of exercise
$6,580,697
$3,009,738
2022
Options issued in November 2016 with a performance measurement period to 30
June 2019 (having vested after satisfying performance conditions which caused
64.6% of the total options issued to be forfeited) with a $21.62 exercise price
Performance rights issued in November 2018 with a performance measurement period
to 30 June 2021 (having fully vested after satisfying performance conditions) with a nil
exercise price
Deferred share rights issued in September 2021 for STI performance to
30 June 2021 (resulting shares must be held until September 2023)
164,559
73,107
60,626
31,495
26,934
16,412
2022 Total intrinsic value of options and rights at the date of exercise
$6,837,620
$3,122,514
ii)
Equity disclosures relating to key management personnel
Options and performance rights held during the financial year
After approval by shareholders at the 2019, 2020, 2021 and 2022 Annual General Meetings, the Executive Directors were issued
the following LTI (the ‘FY2020 Issue’, ‘FY2021 Issue’, ‘FY2022 Issue’ and ‘FY2023 Issue’):
FY2020 Issue
FY2021 Issue
FY2022 Issue
FY2023 Issue
Dr C.S.
Dr C.S.
Dr C.S.
Dr C.S.
Goldschmidt C.D. Wilks
Goldschmidt C.D. Wilks
Goldschmidt C.D. Wilks
Goldschmidt C.D. Wilks
Options over shares
in Sonic Healthcare
Limited
Performance rights
over shares in Sonic
Healthcare Limited
407,747
181,147
381,723
145,468
248,622
94,745
265,915
111,589
44,941
19,966
50,413
19,211
39,409
15,018
46,752
19,619
In addition Dr C.S. Goldschmidt and C.D. Wilks were granted 41,663 and 21,711 performance rights respectively to satisfy the
deferred STI consideration for the FY2022 performance period. The value of these rights were disclosed as remuneration for the
FY2022 year.
47
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023
REMUNERATION REPORT
Options exercise price
Performance condition
measurement period
Earliest vesting date, if
performance conditions are met
FY2020 Issue
FY2021 Issue
FY2022 Issue
FY2023 Issue
$29.26
$34.21
$38.90
$32.79
3 years to
30 June 2022
3 years to
30 June 2023
3 years to
30 June 2024
3 years to
30 June 2025
19 November 2022
18 November 2023
18 November 2024
17 November 2025
Expiry date
19 November 2024
18 November 2025
18 November 2026
17 November 2027
Fair value of each option at grant date
Fair value of each right at grant date
Percentage that satisfied
vesting conditions
$2.03
$18.70
100.0%
$3.81
$25.72
84.3%
$5.27
$25.11
tbd
$3.87
$19.53
tbd
The total value for remuneration purposes (to be allocated over the three-year vesting period) of the options and performance
rights that were issued in FY2023 as part of LTI remuneration (the FY2023 issue) was $1,940,774 for Dr C.S. Goldschmidt and
$814,431 for C.D. Wilks.
Option holdings
The number of options over ordinary shares held beneficially or personally during the current financial year by the key
management personnel of the Group in relation to remuneration arrangements are set out below:
Director’s name
Balance at
1 July 2022
Issued
during the
2023 year
(Forfeited)
during the
2023 year
(Exercised)
during the
2023 year
Balance at
30 June
2023
(Forfeited)
since year
end
Vested and
exercisable at
30 June 2023
Dr C.S. Goldschmidt
1,832,015
265,915
C.D. Wilks
774,070
111,589
–
–
(331,551)
1,766,379
(60,086)
(147,295)
738,364
(22,898)
870,119
386,562
Performance rights
The number of performance rights held personally or beneficially during the current financial year by the key management
personnel of the Group in relation to remuneration arrangements are set out below:
Director’s name
Balance at
1 July 2022
Issued
during the
2023 year
(Forfeited)
during the
2023 year
(Exercised)
during the
2023 year
Balance at
30 June
2023
(Forfeited)
since year
end
Vested and
exercisable at
30 June 2023
Dr C.S. Goldschmidt
134,763
C.D. Wilks
54,195
88,415
41,330
–
–
(78,837)
144,341
(37,629)
57,896
(7,935)
(3,024)
7,767
4,048
Subsequent to the year end Dr C.S. Goldschmidt and C.D. Wilks were awarded 10,217 and 5,863 performance rights respectively
to satisfy their deferred STI component for the FY2023 performance period. The value of these rights were disclosed as
remuneration in the FY2023 year.
48
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Shareholdings
The number of shares held personally or beneficially during the current financial year by the key management personnel of the
Group are set out below:
Director’s name
Dr C.S. Goldschmidt
C.D. Wilks
Prof. M.R. Compton
Prof. C. Bennett
Prof. S. Crowe
Dr P.J. Dubois
Dr K. Giles
N. Mitchell
L.J. Panaccio
K.D. Spargo
Dr E.J. Wilson
Balance at
1 July 2022
852,084
660,368
9,266
–
1,440
11,770
–
9,770
8,026
23,000
7,770
Issued during
the 2023 year on
the exercise of
options or rights
Shares provided
as remuneration
during the
2023 year
Other
changes during
the 2023 year
Balance at
30 June 2023
410,388
184,924
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(331,551)
(200,000)
2,000
1,000
2,560
(11,770)
1,000
–
–
2,000
(7,770)
930,921
645,292
11,266
1,000
4,000
–
1,000
9,770
8,026
25,000
–
Whilst Sonic currently does not have a minimum shareholding requirement for Non-executive Directors, all are encouraged to,
and do, hold shares. The Managing Director and Finance Director are required to, and have, shareholdings (including purchased
shares, vested securities and unvested securities not subject to performance measures) at least equivalent in value to 150% and
75% (respectively) of Fixed Remuneration.
iii) Transactions with key management personnel
There were no other transactions with key management personnel during 2023 or 2022.
iv) Amounts receivable from/payable to other key management personnel
There were no amounts receivable from/payable to other key management personnel at 30 June 2023 (2022: $nil).
v) Doubtful debts
No provision for doubtful debts has been raised in relation to any receivable or loan balance with key management personnel,
nor has any expense been recognised.
vi) Securities trading policy
Under the Sonic Healthcare Securities Trading Policy, all Sonic Healthcare employees are prohibited from buying or selling
Sonic Healthcare securities (including shares, options, debt securities) at any time they are aware of any material price-sensitive
information that has not been made public, and are reminded of the laws against ‘insider trading’.
Certain ‘Designated Officers’, including all Directors and Executive Directors (and specified related parties), are also prohibited
from trading in periods other than in 8-week windows following the release of half-year and full-year results, five weeks after
Sonic Healthcare’s Annual General Meeting, and 2-week periods following Sonic Healthcare’s provision to the market at any
other time of definitive guidance regarding the next annual result to be released. The Sonic Healthcare Board of Directors must
specifically consider and approve the opening of the ‘trading window’ in each instance. Exceptions to this prohibition can be
approved by the Chairman (for Directors) or the Managing Director (for all other employees) in circumstances of severe financial
hardship (as defined in the Policy).
49
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 REMUNERATION REPORT
Sonic Healthcare’s Chair or Managing Director may impose other periods when Designated Officers are prohibited from trading
because price-sensitive, non-public information may exist. All trading by Designated Officers must be notified to the Company
Secretary. Prohibitions also apply to trading in financial instruments related to Sonic Healthcare shares and to trading in the
shares of other entities using information obtained through employment with Sonic Healthcare.
In addition, the Managing Director and Finance Director are required to obtain approval from the Chair of the Sonic Healthcare
Board of Directors before selling any shares.
Designated Officers are prohibited from entering into transactions in products which limit the economic risk of participating
in unvested entitlements under any equity-based remuneration schemes and from short-term trading and short-selling
arrangements in relation to Sonic Healthcare securities. Designated Officers are required to commit to these prohibitions by
signing the Securities Trading Policy and will forfeit their equity reward should they be found to be in breach. Directors of Sonic
Healthcare Limited are also prohibited from entering into margin lending or other secured financing arrangements in relation to
Sonic Healthcare securities without the prior approval of the Chair and disclosure of such arrangements to the Board.
All Sonic Healthcare securities dealings by Directors are promptly notified to the Australian Securities Exchange (ASX) in
accordance with Sonic Healthcare’s Continuous Disclosure obligations.
50
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 This Directors’ Report is made in accordance with a resolution of the Directors.
Dr C.S. Goldschmidt
Director
C.D. Wilks
Director
Sydney
26 September 2023
51
Directors’ ReportSONIC HEALTHCARE | ANNUAL REPORT 2023 Auditor’s Independence Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of Sonic Healthcare Limited for the year ended 30 June 2023, I declare
that to the best of my knowledge and belief, there have been:
As lead auditor for the audit of Sonic Healthcare Limited for the year ended 30 June 2023, I declare
that to the best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
(a)
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
(b)
This declaration is in respect of Sonic Healthcare Limited and the entities it controlled during the
period.
This declaration is in respect of Sonic Healthcare Limited and the entities it controlled during the
period.
Brett Entwistle
Partner
Brett Entwistle
PricewaterhouseCoopers
Partner
PricewaterhouseCoopers
Sydney
26 September 2023
Sydney
26 September 2023
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
PricewaterhouseCoopers, ABN 52 780 433 757
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Liability limited by a scheme approved under Professional Standards Legislation.
52
SONIC HEALTHCARE | ANNUAL REPORT 2023
Corporate Governance Statement
The Board of Sonic Healthcare continues to place great importance on the governance of the Company, which it believes is vital
to its wellbeing and success. There are two elements to the governance of companies: performance and conformance. Both
are important, but it is critical that focus on conformance does not detract from the principal function of a business, which is to
undertake prudent activities to:
¡ generate rewards for shareholders who invest their capital
¡ provide services of value to customers
¡ provide meaningful employment for employees
and to do so in a way that is sustainable and contributes positively to the community.
The principal features of Sonic’s corporate governance framework are set out in this statement, which is current as at
26 September 2023, and has been approved by the Board.
Sonic’s Board and management are committed to governance that recognises that all aspects of the Group’s operations are
conducted ethically, responsibly and with the highest standards of integrity. The Board has adopted practices and policies
designed to achieve these aims. Sonic supports the ASX Corporate Governance Council Corporate Governance Principles
and Recommendations (‘the Recommendations’) in advancing good corporate governance, and has complied with the fourth
edition during the 2023 financial year. Sonic’s website (www.sonichealthcare.com) includes a Corporate Governance section
that sets out the information required by the Recommendations, plus other relevant information, including copies of all Policies,
Charters and Codes referred to in this report.
Sonic’s Code of Conduct and Core Values (listed below) set out the fundamental principles that govern the way that all Sonic
people conduct themselves. Sonic’s Core Values apply equally to every employee of Sonic and were formulated with significant
input from Sonic’s staff. They have been embraced throughout the Group. Sonic’s Core Values are:
¡ Commit to Service Excellence
To willingly serve all those with whom we deal, with unsurpassed excellence.
¡ Treat each other with Respect & Honesty
To grow a workplace where trust, team spirit and equity are an integral part of everything we do.
¡ Demonstrate Responsibility & Accountability
To set an example, to take ownership of each situation to the best of our ability and to seek help when needed.
¡ Be Enthusiastic about Continuous Improvement
To never be complacent, to recognise limitations and opportunities for ourselves and processes, and to learn through these.
¡ Maintain Confidentiality
To keep all information pertaining to patients, as well as professional and commercial issues, in strict confidence.
A description of the Company’s main corporate governance practices is set out below. All these practices, unless otherwise
stated, were in place throughout the 2023 financial year. Any issues of non-compliance with the Recommendations are
specifically noted and explained.
53
SONIC HEALTHCARE | ANNUAL REPORT 2023 1. BOARD OF DIRECTORS
Profiles of the Directors and Company Secretary are included in the Directors’ Report.
a) Role of the Board
The Board of Directors is accountable to shareholders for the performance of the Company and the Group and is responsible
for the culture, values and corporate governance practices of the Group. The Board’s principal objective is to increase value for
the Company’s stakeholders (including shareholders, staff and the community) in a sustainable manner while ensuring that the
Group’s activities are managed in accordance with its culture and values.
Sonic’s corporate governance practices provide the structure which enables the Board’s principal objective to be achieved,
whilst ensuring that the business and affairs of the Group are conducted ethically and in accordance with the Company’s Core
Values, Code of Conduct, Medical Leadership Principles, medical ethics and law.
The Sonic Medical Leadership Principles are summarised as:
¡ Personalised service for doctors and patients
¡ Respect for our people
¡ Company conscience
¡ Operational excellence
¡ Professional and academic expertise
The Board’s responsibilities include:
¡ demonstrating leadership at strategic and cultural levels
¡ defining the Group’s purpose and setting its strategic objectives
¡ approving the Group’s Core Values, Medical Leadership Principles and Code of Conduct to underpin the desired culture
within the Group
¡ overseeing management in its implementation of the Group’s strategic objectives, instilling of the Group’s values and
performance generally
¡ monitoring financial performance and reporting
¡ appointing the Chair and Managing Director, and assessing the performance of Directors
¡ setting the Group’s risk appetite and monitoring and ensuring the maintenance of adequate risk management identification,
control and reporting mechanisms
¡ overseeing clinical quality, patient safety and regulatory matters
¡ overseeing the Group’s sustainability (ESG) strategy including approval of Sonic’s annual Sustainability Report
¡ overseeing the Group’s cybersecurity, including data security and privacy requirements and the Group’s information security
management system
¡ protecting human rights, including approval of Sonic’s annual Modern Slavery Statement
¡ ensuring the Group’s remuneration policies are aligned with the Group’s purpose, values, strategic objectives and risk appetite
¡ ensuring the business is conducted ethically and transparently (including meeting taxation obligations and providing tax
transparency).
The Board delegates authority for operational management of the business to the Managing Director and senior executives.
The Managing Director also oversees the implementation of strategies approved by the Board, and is responsible for providing
accurate and relevant information to enable the Board to perform its responsibilities. Senior executives reporting to the Managing
Director have their roles and responsibilities defined in specific position descriptions. The Board uses a number of Committees to
support it in matters that require more intensive review and involvement. Details of the Board Committees are provided below.
As part of its commitment to good corporate governance, the Board regularly reviews the practices and standards governing
the Board’s composition, independence and effectiveness, the accountability and compensation of Directors (and senior
executives) and the Board’s responsibility for the stewardship of the Group.
The role and responsibilities of the Board, the functions reserved for the Board and those delegated to management have been
formalised in the Sonic Board Charter.
The Company Secretary is appointed by the Board and is accountable directly to the Board, through the Chair, on all matters to
do with the proper functioning of the Board. Each Director is able to communicate directly with the Company Secretary.
54
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 Position
Expertise
Committees
1. BOARD OF DIRECTORS
b) Composition of the Board
The Directors of the Company in office at the date of this statement are:
Director’s name
Term of
office
(Years)
Prof. Mark Compton
9
Dr Colin Goldschmidt
30
Mr Chris Wilks
33
Prof. Christine Bennett
1
Chairman,
Non-executive,
independent Director
Managing Director,
Chief Executive Officer
Finance Director,
Chief Financial Officer
Non-executive,
independent Director
Prof. Suzanne Crowe
Dr Katharine Giles
Mr Neville Mitchell
3
1
6
Non-executive,
independent Director
Non-executive,
independent Director
Non-executive,
independent Director
Member of Audit Committee
and Remuneration and
Nomination Committee
Member of Risk Management
Committee
Chair of Risk Management
Committee
Healthcare industry and
company management
Healthcare industry and
company management.
Sustainability experience.
Pathologist
Finance, strategy, accounting,
banking, secretarial and
company management
Medicine, healthcare industry
and management, healthcare
policy, medical research,
governance and sustainability
Medicine, medical research,
governance and company
oversight
Medicine, medical research,
technology and innovation,
management, venture capital
Finance, tax, international
healthcare and company
management
Chair of Audit Committee and
member of Risk Management
Committee
Mr Lou Panaccio
18
Non-executive,
independent Director
Finance, healthcare industry
and company management
Ms Kate Spargo
13
Non-executive,
independent Director
Law, governance, sustainability
and company oversight
Member of Audit Committee,
Remuneration and Nomination
Committee and Risk
Management Committee
Chair of Remuneration and
Nomination Committee and
member of Audit Committee
The composition of Sonic’s Board is consistent with the principle of medical management and leadership, which has been a
core strategy of Sonic since 1993. Sonic’s Managing Director is a pathologist, and the Board also includes three other medical
specialists, ensuring that it has the capacity to understand complex medical issues and be in close touch with the medical
marketplace. The presence of medical practitioners on Sonic’s Board also gives comfort both to referring doctors (Sonic’s
customers) and to owners of diagnostic practices that Sonic seeks to acquire.
The Board currently comprises seven Non-executive Directors, all of whom are considered independent and two Executive
Directors. The independent Directors perform major roles in the Board Committees. All Board members speak English, the
language in which Board and shareholder meetings are held and key corporate documents are prepared.
55
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 1. BOARD OF DIRECTORS
The Sonic Board comprises members with a diverse mix of business skills, including industry-specific management skills and
experience, broader management experience, including senior leadership positions in listed companies, finance, tax and
legal skills, expertise in corporate governance, sustainability experience, including awareness of impacts on organisations, the
economy, environment and people, and expertise in acquiring and merging healthcare businesses. The Board considers that it
has an appropriate mix of skills, expertise, tenure and diversity.
The Board has resolved that the position of Chairman of the Board is to be held by an independent Director. The independence
of each of the Non-executive Directors is assessed annually, and it is the view of the Board that each should continue to be
regarded as independent. The tenures of Mr Panaccio and Ms Spargo were specifically addressed in their assessments and
the Board was satisfied that they have not become too close to management such that their capacity to bring independent
judgement to bear or to act in the best interests of all shareholders is compromised.
c) Board renewal
The size and composition of the Board is determined by the full Board acting on recommendations of the Remuneration and
Nomination Committee. Sonic’s constitution requires that the Board comprise no more than twelve and no fewer than three
Directors at any time. Sonic’s constitution also requires all Directors, other than the Managing Director, to offer themselves for re-
election at an AGM, such that they do not hold office without re-election for longer than three years.
The Board (with input from the Remuneration and Nomination Committee) regularly reviews its succession planning. A matrix
is used to guide the assessment of the current Directors, and to identify desirable characteristics for future appointments. The
matrix is as follows:
¡ Medical practitioners
¡ Industry-specific management experience
¡ Leadership experience (preferably CEO level)
¡ Experience on other listed entity boards
¡ Strategy and business development
¡ Strategic focus
¡ Medical technology development
¡ Financial acumen, including taxation knowledge
¡ Banking/treasury experience
¡ Risk management
¡ Corporate governance
¡ Legal
¡ International experience
¡ People management and remuneration
¡ Sustainability
¡ Digital/data strategy
¡ Acquisitions and mergers
¡ Gender diversity
¡ Tenure diversity
Before appointing a Director or senior executive, Sonic undertakes comprehensive reference checks including education,
employment, character reference, criminal record and bankruptcy checks. Potential existing or foreseeable future conflicts of
interest are also considered.
Directors receive a letter of appointment and a deed of access and indemnity. The letter of appointment outlines Sonic’s
expectations of Directors with respect to their participation, time commitment and compliance with Sonic policies. An
induction process for incoming Directors is coordinated by the Company Secretary. To assist Directors to understand relevant
developments, the Board receives regular updates at Board meetings, workshops and site visits, along with relevant reading
materials.
d) Board meetings
The Board meets formally at least six times a year to consider a broad range of matters, including culture, strategy, financial
performance reviews, sustainability issues, capital management and acquisitions. Details of meetings (both full Board and
Committees) and attendances are set out in the Directors’ Report.
56
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 1. BOARD OF DIRECTORS
e)
Independent professional advice and access to information
Each Director has the right to seek independent professional advice at the Company’s expense. However, prior approval of the
Chairman is required, which is not unreasonably withheld.
All Directors have unrestricted access to Company records and information and receive detailed financial and operational reports
from senior management during the year to enable them to carry out their duties. Directors also liaise with senior management as
required and may consult with other employees and seek additional information on request.
f) Conflicts of interest of Directors
The Board has guidelines dealing with disclosure of interests by Directors and participation and voting at Board meetings where
any such interests are discussed. In accordance with the Corporations Act, any Director with a material personal interest in a
matter being considered by the Board does not receive the relevant Board papers, must not be present when the matter is being
considered, and may not vote on the matter.
g) Securities trading
Under Sonic’s Securities Trading Policy, Sonic employees are prohibited from buying or selling or otherwise trading Sonic
Healthcare securities (including shares, options, debt securities) at any time they are aware of any material price-sensitive
information that has not been made public, and are reminded of the laws against ‘insider trading’. Certain ‘Designated Officers’,
including all Directors and senior executives (and specified related parties), are also prohibited from trading in periods other
than in 8-week windows following the release of half-year and full-year results, a 5-week window following the Annual General
Meeting, and 2-week periods following the provision to the market at any time by Sonic of definitive guidance regarding the next
annual result to be released. The Sonic Board of Directors must specifically consider and approve the opening of the ‘trading
window’ in each instance. Exceptions to this prohibition can be approved by the Chair (for other Directors) or the Managing
Director (for all other employees) in circumstances of severe financial hardship (as defined in the Policy).
Sonic’s Chair or Managing Director may impose other periods when Designated Officers are prohibited from trading because
price-sensitive, non-public information may exist. All trading by Designated Officers must be notified to the Company Secretary.
Prohibitions also apply to short-term trading, short selling, trading in financial instruments related to Sonic’s securities, including
products that limit the economic risk of unvested rights, options or shareholdings in Sonic, and to trading in the securities of other
entities using information obtained through employment with Sonic.
Directors of Sonic Healthcare Limited are also prohibited from entering into margin lending or other secured financing
arrangements in relation to Sonic securities without the prior approval of the Chair and disclosure of such arrangements to the
Board. In addition, the Managing Director and Finance Director are required to obtain approval from the Chair before selling any
shares. All Sonic securities dealings by Directors are promptly notified to the Australian Securities Exchange (ASX).
h) Remuneration of Non-executive Directors
The current maximum total remuneration that may be paid to all Non-executive Directors is $2,500,000 per annum, as approved
by shareholders in November 2020. The total amount paid to Non-executive Directors in the 2023 financial year was $2,054,598.
Non-executive Directors are not entitled to any performance-based or equity-based remuneration. No retirement benefit
schemes (other than statutory superannuation) apply to Non-executive Directors. Further details of Sonic’s remuneration policies
for Executive Directors and senior executives of the Company, and the relationship between such policy and the Company’s
performance, are provided in the Directors’ Report.
57
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 2. BOARD COMMITTEES
To assist the Board in fulfilling its duties, there are currently three Board Committees whose terms of reference and powers are
determined by the Board. Details of Committee meetings and attendances are set out in the Directors’ Report.
a) Audit Committee
Members of the Audit Committee are:
Mr N. Mitchell | Chair
Prof. M.R. Compton
Mr L.J. Panaccio
Ms K.D. Spargo
The Committee operates under a formal Charter. The Charter requires that the Audit Committee comprises between three and
six members, all of whom must be independent Directors, and that the Chair of the Committee is not to be the Chair of the Board.
The principal role of the Audit Committee is to provide the Board, investors and other stakeholders with confidence that the
financial reports for the Company represent a true and fair view of the Company’s financial condition and operational results in all
material respects, and are in accordance with relevant accounting standards.
The responsibilities of the Audit Committee are set out in its Charter and include:
¡ assisting the Board in its oversight responsibilities by monitoring and advising on:
– the integrity of the financial statements of the Company
– the Company’s accounting policies and practices
– the external auditors’ independence and performance
– compliance with legal and regulatory requirements and related policies, including in relation to taxation
– compliance with the policy framework in place from time to time
– internal controls, and the overall efficiency and effectiveness of financial operations
¡ oversight of the Company’s internal audit function (known as the Sonic Business Assurance Program)
¡ providing a forum for communication between the Board, executive management and external auditors
¡ providing a conduit to the Board for external advice on audit and internal controls.
The external auditors, the Managing Director and the Finance Director are invited to Audit Committee meetings at the discretion
of the Committee. The Committee meets at least twice per year.
In fulfilling its responsibilities, the Audit Committee receives regular reports from management, the head of the Business
Assurance Program and the external auditors. These reports include:
¡ any material breaches of the Company’s Code of Conduct
¡ any material incidents reported under the Company’s Global Whistleblower Policy
¡ any material breaches of the Company’s Anti-bribery and Corruption Policy.
The Committee also meets with the external auditors at least twice per year, and more frequently if necessary, and reviews
any significant disagreements between the auditors and management, irrespective of whether they have been resolved. The
external auditors have a clear line of direct communication at any time to both the Chair of the Audit Committee and the Chair of
the Board.
The Audit Committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee
or external party.
58
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 2. BOARD COMMITTEES
b) Risk Management Committee
Members of the Risk Management Committee are:
Prof. S Crowe | Chair
Dr C.S. Goldschmidt
Mr N. Mitchell
Mr L.J. Panaccio
The Committee operates under a formal Charter. The Charter requires that the Risk Management Committee comprises at
least three members, the majority of whom must be independent Directors, and that the Chair of the Committee must be an
independent Director.
The Risk Management Committee’s responsibilities are set out in its Charter and include:
¡ assisting the Board in its oversight responsibilities by monitoring and advising on:
– the identification and management of all material risks, including but not limited to risks relating to:
• brand, culture and reputation, including in relation to
Modern Slavery
• workplace health and safety
• people
• clinical care and quality
• operations
•
•
legal and regulatory
information protection including cybersecurity risks,
including data security and privacy risks
• financial management, including taxation risks
• environment
• strategy
– internal controls and treatments for identified risks including the Company’s insurance program
– the Company’s overall risk management program
¡ providing a forum for communication between the Board, management and external risk management advisors
¡ providing a conduit to the Board for external advice on risk management.
The Committee meets at least twice per year.
c) Remuneration and Nomination Committee
Members of the Remuneration and Nomination Committee are:
Ms K.D. Spargo | Chair
Prof. M.R. Compton
Mr L.J. Panaccio
The Remuneration and Nomination Committee operates under a formal Charter. The Charter requires that the Remuneration and
Nomination Committee comprises at least three members, all of whom are to be independent Directors.
The Remuneration and Nomination Committee’s role, as set out in its Charter, is to:
¡ review and make recommendations to the Board on remuneration packages and policies applicable to the Managing
Director, Finance Director and Non-executive Directors
¡ advise the Board in relation to equity-based incentive schemes for other employees
¡ ensure appropriate disclosure is provided to shareholders in relation to remuneration policies, and that equity-based
remuneration is within plans approved by shareholders
¡ review the Board and Board Committee structures
¡ advise the Board on the recruitment, appointment, retirement and removal of Directors
¡ assess and promote the enhancement of competencies of Directors
¡ review Board succession plans
¡ make recommendations to the Board in relation to workforce and Board diversity and measurable objectives in relation to
gender diversity, and monitor progress toward achievement of those objectives.
The Committee meets on an as-required basis. The Remuneration and Nomination Committee, when deemed necessary,
directly obtains independent advice on the appropriateness of remuneration.
59
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 3. APPROACH TO DIVERSITY
As a medical diagnostic company, Sonic Healthcare’s business relies on the services provided to referrers and patients by
thousands of Sonic staff every day. In addition, in seeking to continually improve Sonic’s services and financial performance, the
Company relies on the input and expertise of its Directors, managers, pathologists, radiologists, other medical practitioners and
staff. It is therefore critical that Sonic’s workforce brings a broad range of experiences, talents and viewpoints to the business.
Diversity is valued as it assists the Company to meet its objectives, and ensures that Sonic’s people at all levels of the Company
reflect our customers and the communities we serve.
Sonic Healthcare strives to maintain a healthy, safe, inclusive and productive environment that is free from discrimination and
harassment based on race, colour, religion, political beliefs, gender, gender identity, socio-economic or cultural background,
perspective, experiences, sexual orientation, marital or family status, age, national origin or disability. In addition, the Company
is committed to the continued development and implementation of initiatives to remove barriers that disadvantage any person
or group, such that everyone is able to compete on equal terms. Within Sonic, recruitment, development, promotion and
remuneration are based on merit. These principles are an integral part of Sonic’s corporate culture, and are encapsulated in the
Sonic Core Values and the Company’s Diversity Policy.
The Remuneration and Nomination Committee of the Sonic Board recommends annually measurable objectives for promoting
and maintaining gender diversity, and measures and reports on progress towards achievement of those objectives. The
Managing Director has discretion with regard to the specific initiatives to be implemented by management to achieve the
objectives.
The proportion of female employees to total employees within the Group at 30 June 2023 was:
Non-executive Directors of Sonic Healthcare Limited
Directors of Sonic Healthcare Limited
Executive staff of the Group+
Other senior leadership positions
Total senior leadership positions*
All employees
2023
57%
44%
39%
56%
53%
73%
2022
43%
33%
38%
56%
53%
74%
+ Includes executives to the ‘CEO-2’ level, plus, if not already included, direct reports to the heads of each of Sonic’s operating subsidiaries.
* Includes Directors, executive staff and other senior leadership positions.
The Company’s current objective in relation to gender diversity is to monitor and maintain the percentage of females in senior
leadership positions at a level greater than 40% and at least 50% in the workforce generally. In addition, the Company has the
objective to have not less than 40% of its Directors of each of male and female genders. These objectives were achieved in 2023.
60
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 4. IDENTIFYING AND MANAGING BUSINESS RISKS
Sonic recognises that risk management is an integral part of good management and corporate governance practice and is
fundamental to driving shareholder value across the business.
Sonic views the management of risk as a core managerial capability. Risk management is strongly promoted internally and forms
part of the performance evaluation of key executives.
Sonic’s material business risks are described in the operating and financial review section of the Directors’ Report. Information on
Sonic’s impact on society and the environment can be found in Sonic’s Sustainability Report available on Sonic’s website.
a) Responsibilities
The Board determines the overall risk profile of the business and risk appetite for the Company and is responsible for monitoring
and ensuring the maintenance of adequate risk management policies, controls and reporting mechanisms.
To assist the Board in fulfilling its duties, it is aided by the Audit Committee and the Risk Management Committee. The Board has
delegated to these Committees responsibility for ensuring:
¡ the Company’s material business risks, including strategic, financial, operational, compliance (including taxation compliance),
environmental and social sustainability risks, are identified
¡ systems are in place to assess, manage, monitor and report on those risks, and that those systems are operating effectively
¡ management compliance with Board-approved policies
¡ internal controls are operating effectively across the business
¡ all Group companies are in compliance with laws and regulations relating to their activities
¡ the Company is operating with due regard to the risk appetite set by the Board.
The Audit Committee and Risk Management Committee update the Board on all relevant matters.
Management is responsible for the identification, assessment and management of business risks. During the year, management
reported on these matters, including the effectiveness of the management of Sonic’s material business risks, to the Audit
Committee and Risk Management Committee, who then reported these matters to the Board. The Risk Management Committee
reviewed the Company’s risk management framework and reported on that review to the Board.
b) Risk management policies, systems and processes
Sonic’s activities across all of its operating entities are subject to regular review and continuous oversight by executive
management and the Board Committees. The Chief Executive Officers of the individual operating companies are responsible
for the identification and management of risk within their business. To assist in this, executive management has developed an
effective control environment to help manage the significant risks to its operations. This environment includes the following
components:
¡ clearly defined management responsibilities, management accountabilities and organisational structures
¡ established policies and procedures that are widely disseminated to, and understood by, employees
¡ regular internal review of policy compliance and the effectiveness of systems and controls
¡ central team for management of taxation-related risks
¡ comprehensive training programs for staff in relation to operational practices and compliance requirements
¡ strong management reporting framework for both financial and operational information
¡ creation of an open culture to share risk management information and to continuously improve the effectiveness of Sonic’s
risk management approach
¡ benchmarking across operations to share best practice and further reduce the operational risk profile
¡ Sonic’s Core Values, a uniting code of conduct embraced by Sonic employees
¡ Sonic’s Code of Conduct and Global Whistleblower Policy
¡ centrally administered Group insurance program, ensuring a consistent and adequate approach across all operating areas
¡ the ongoing engagement of a professional Risk Manager to coordinate the Company’s approach to material business risk
management.
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Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 4. IDENTIFYING AND MANAGING BUSINESS RISKS
Control systems and policy compliance are reviewed by Sonic’s Business Assurance Program (Sonic’s internal audit function).
The Head of Business Assurance reports to the Audit Committee, and to the Company Secretary for administrative purposes.
The Business Assurance Program liaises with, but is independent of, the external auditor, and has full access to the Audit
Committee and Risk Management Committee, Sonic management and staff, and records. The Audit Committee determines
the scope for the Business Assurance Program each year and monitors management’s response to recommended system
enhancements.
c) Regulatory compliance
Sonic’s laboratory, radiology and medical centre activities are subject to Commonwealth and State law in Australia, and similar
regulatory control in offshore locations. These laws cover such areas as laboratory and collection centre operations, workplace
health and safety, radiation safety, Modern Slavery, privacy of information and waste management.
Sonic’s network of pathology laboratories, collection centres and radiology centres is required to meet and remain compliant
with set performance criteria determined by government and industry bodies.
To support this, Sonic’s operating policies and procedures are overseen by internal quality assurance and workplace health and
safety managers who review operational compliance.
In addition, practising pathologists and radiologists are required to be registered and licensed in accordance with Medical
Board and government regulations. The accreditation and licensing of locations, equipment and personnel is subject to regular,
random audits by government experts and medical peer groups. Sonic also undertakes internal reviews to ensure continued
best practice and compliance.
Sonic’s established procedures, focus on best practice, Medical Leadership model, structured staff training, and the external
review activities serve to mitigate operational risk and support regulatory compliance.
d) Managing Director and Finance Director certification
Sonic has adopted a policy requiring the Managing Director and the Finance Director to provide the Board with written
certification in relation to its financial reporting processes. For the 2023 financial year, the Managing Director and Finance
Director made the following certifications:
¡ that the financial records of the Company have been properly maintained
¡ that the financial statements and notes comply in all material respects with the relevant accounting standards
¡ that the financial statements and notes give a true and fair view, in all material respects, of the Company’s financial condition
and operational results
¡ that the statements above are founded on a sound system of risk management and internal control which operates effectively
in all material respects in relation to financial reporting risks.
5. ETHICAL STANDARDS
The Company has a Code of Conduct that outlines the standards required so that the Directors and management conduct
themselves with the highest ethical standards. All employees of the Company and its controlled entities are informed of the
Code. The Directors regularly review this Code to ensure it reflects best practice in corporate governance. The Code is further
supported by the Sonic Core Values.
To augment the Code of Conduct and Core Values, the Company has formally implemented and disclosed the following global
policies:
¡ Anti-bribery and Corruption Policy
¡ Labour Standards and Human
Rights Policy
¡ Supplier Code of Conduct
¡ Taxation Governance Statement
¡ Global Whistleblower Policy
¡ Data Security Statement
¡ Diversity Policy
¡ Workplace Health and Safety Policy
¡ Privacy Policy
¡ Environmental Policy
¡ Modern Slavery reporting
62
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 6. CONTINUOUS DISCLOSURE
The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes
responsibility for ensuring compliance with the continuous disclosure requirements in the ASX listing rules, and overseeing and
coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.
Sonic has formalised its policies and procedures on information disclosure in a Policy on Continuous Disclosure. The Policy
focuses on continuous disclosure of any information concerning the Company and its controlled entities that a reasonable
person would expect to have a material effect on the price of the Company’s securities, and sets out management’s
responsibilities and reporting procedures in this regard.
All information disclosed to the ASX is then immediately posted on the Company’s website and provided to the Directors.
Presentations to analysts on aspects of the Company’s operations are released to the ASX and posted on the Company’s website
ahead of the presentation.
The Company’s investor relations program facilitates effective two-way communication with investors and analysts. In addition to
large/institutional investors, the Company seeks to engage with retail shareholder groups, including meeting with representatives
of the Australian Shareholders’ Association at least annually. All investor relations discussions are conducted or monitored by the
Managing Director, Finance Director or Company Secretary and are limited to discussion of non-price sensitive information and
material previously announced on the ASX platform.
The Company discloses within the relevant report its process to verify the integrity of the contents of any periodic corporate
report it releases to the market that is not audited or reviewed by an external auditor.
7. THE ROLE OF SHAREHOLDERS
The Board aims to provide access and communicate openly with shareholders and to ensure that shareholders are informed of
all major developments affecting the Group’s state of affairs. Information is communicated to shareholders as follows:
¡ via the Company’s website (available at www.sonichealthcare.com), which includes electronic and other contact details.
Shareholders are able to register on the website to receive email alerts of all announcements made to the ASX
¡ the Annual Report is available to all shareholders on the Company’s website and is distributed to those shareholders who
elect to receive it. The Board ensures that the Annual Report includes relevant information about the operations of the Group
during the year, changes in the state of affairs of the Group and details of likely future developments, in addition to the other
disclosures required by law
¡ proposed major changes in the Group which may impact on share ownership rights are submitted to a vote of shareholders.
To further facilitate communication with shareholders, the Company has established electronic shareholder communication
processes via its Share Registry. Shareholders are able to access online Annual Reports, notices of meetings, proxy forms and
voting, and receive electronic statements (for example, holding statements) by email.
Where possible, the Company provides advance notice of significant group briefings, including for the half- and full-year results
announcements, by publishing details on the Company website and extending open invitations. Telephone dial-in details are
generally made available. Records are kept of group and one-on-one briefings with investors and analysts. All shareholder
enquiries are responded to in a fair and respectful manner.
The Board encourages full participation of shareholders at the AGM to ensure a high level of accountability and identification
with the Group’s strategy and goals. AGMs are held at readily accessible locations and facilitate virtual attendance. Advance
notice is provided on the Investor Calendar page of the Company’s website. Ample opportunity is provided for shareholders to
question the Board and the external auditor at the AGM. Important issues are presented to the shareholders as single resolutions
and all substantive resolutions are decided by a poll.
The shareholders are responsible for voting on the appointment of Directors. The Company ensures that the relevant Notice of
Meeting contains all material information in its possession relevant to a decision on whether to elect a Director.
63
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 8. EXTERNAL AUDITORS
The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance
of the external auditor is reviewed annually. Sonic requires its external auditor to attend the AGM and be available to answer
shareholder questions about the conduct of the audit and the auditor’s report. It is the policy of the external auditors to provide
an annual declaration of their independence to the Audit Committee.
9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES
AND DIRECTORS, AND KEY EXECUTIVE OFFICERS
a) The Board and its Committees
The Board carries out an annual evaluation of its own performance in meeting its key responsibilities in accordance with the
Board Charter, by undertaking the following activities:
¡ the Chairman discusses with each Director their individual performance and ideas for improvement based on surveys
completed by each Director
¡ the Board as a whole discusses and analyses its own performance, including suggestions for change or improvement and
assessment of the extent to which the Board has discharged its responsibilities as set out in the Board Charter
¡ periodically, an external consultant is engaged to coordinate the reviews and provide additional insights.
The performance review covers matters such as contribution to strategy development, interaction with management, operation
and conduct of meetings, and specific performance objectives for the year ahead. The review also identifies any need for
Directors to undertake further professional development.
The Board also obtains feedback on its performance and operations from key people, such as the external auditors.
Each Committee of the Board is required to undertake an annual performance evaluation and report the results of this review to
the Board.
Performance evaluation results are discussed by the Board, and initiatives are undertaken, where appropriate, to strengthen
the effectiveness of the Board’s operation and that of its Committees. The Board periodically reviews the skills, experience and
expertise of its Directors and its practices and procedures for both the present and future needs of the Company.
Reviews of the performance of the Board, its Committees and individual Directors were conducted during the year.
64
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES
AND DIRECTORS, AND KEY EXECUTIVE OFFICERS
b) The Managing Director and Finance Director
The performances of the Managing Director and Finance Director are formally reviewed by the Board annually, including during
the 2023 year. The performance criteria include:
¡ economic results of the Group
¡ fulfilment of objectives and duties
¡ personnel and resource management
¡ promotion of and adherence to Sonic’s Core Values, Foundation Principles, Federation model and culture of
Medical Leadership
¡ corporate governance and compliance
¡ risk management
¡ external standing and reputation (including stakeholder management, brand and quality)
¡ progress with sustainability governance and initiatives
¡ additionally for the Finance Director, financial leadership and innovation.
Performance evaluation results are considered by the Remuneration and Nomination Committee in determining the level and
structure of remuneration for the Managing Director and Finance Director.
c) Senior executives
The Managing Director evaluates senior executives at least annually (including during the 2023 year) with qualitative and
quantitative measures against agreed business and personal objectives. These business and personal objectives are consistent
with those used in the performance reviews for the Managing Director and Finance Director.
Senior executives receive letters of appointment with terms of employment governed by applicable employment laws.
65
Corporate Governance StatementSONIC HEALTHCARE | ANNUAL REPORT 2023 Financial
Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report to the
Members of Sonic Healthcare Limited
67
68
69
70
71
72
144
145
SONIC HEALTHCARE LIMITED
ABN 24 004 196 909
30 JUNE 2023
66
SONIC HEALTHCARE | ANNUAL REPORT 2023 Consolidated Income Statement
Revenue from operations
Labour and related costs
Consumables used
Depreciation
Transportation
Utilities
Borrowing costs
Amortisation of intangibles
Other expenses from ordinary activities
Profit from ordinary activities before income tax expense
Income tax expense
Profit from ordinary activities after income tax expense
Net (profit) attributable to minority interests
Notes
3
4
4
4
6
Profit attributable to members of Sonic Healthcare Limited
27(b)
Basic earnings per share
Diluted earnings per share
36
36
2023
$’000
8,168,948
(3,868,375)
(1,279,695)
(631,298)
(217,016)
(178,462)
(87,025)
(71,630)
(904,259)
931,188
(223,257)
707,931
(22,947)
684,984
Cents
145.8
145.0
The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
2022
$’000
9,340,154
(3,614,351)
(1,604,459)
(607,427)
(206,134)
(163,082)
(79,819)
(67,990)
(919,687)
2,077,205
(561,739)
1,515,466
(54,900)
1,460,566
Cents
305.5
302.5
67
SONIC HEALTHCARE | ANNUAL REPORT 2023FOR THE YEAR ENDED 30 JUNE 2023 Consolidated Statement of Comprehensive Income
Profit from ordinary activities after income tax expense
Other comprehensive income
Items that may be reclassified to profit or loss
Notes
2023
$’000
707,931
2022
$’000
1,515,466
Exchange differences on translation of foreign operations
27(a)
320,502
90,886
Items that will not be reclassified to profit or loss
Fair value gain on financial asset
Actuarial (losses)/gains on retirement benefit obligations
Other comprehensive income for the period, net of tax
27(a)
24(f)
1,921
(1,454)
320,969
–
23,688
114,574
Total comprehensive income for the period
1,028,900
1,630,040
Total comprehensive income attributable to:
Members of Sonic Healthcare Limited
Minority interests
993,054
35,846
1,028,900
1,580,036
50,004
1,630,040
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
68
SONIC HEALTHCARE | ANNUAL REPORT 2023FOR THE YEAR ENDED 30 JUNE 2023 Consolidated Balance Sheet
AS AT 30 JUNE 2023
Notes
37(a)
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
18
23
24
25
26
27(a)
27(b)
2023
$’000
797,994
1,022,175
199,201
113,801
2,133,171
37,739
175,799
1,510,930
1,287,176
7,789,619
72,375
7,820
10,881,458
13,014,629
959,992
346,791
220,608
342,722
8,230
1,878,343
1,673,461
1,080,228
332,731
103,861
24,143
3,214,424
5,092,767
7,921,862
3,842,423
339,884
3,554,197
7,736,504
185,358
7,921,862
2022
$’000
779,997
1,217,462
216,193
92,258
2,305,910
38,191
145,222
1,321,121
1,303,743
7,361,486
68,991
7,349
10,246,103
12,552,013
1,018,552
341,858
374,259
328,236
21,369
2,084,274
1,576,934
1,093,945
264,240
99,245
5,201
3,039,565
5,123,839
7,428,174
3,860,948
61,172
3,351,020
7,273,140
155,034
7,428,174
Current assets
Cash and cash equivalents
Receivables
Inventories
Other
Total current assets
Non-current assets
Receivables
Investments
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Other
Total non-current assets
Total assets
Current liabilities
Payables
Lease liabilities
Current tax liabilities
Provisions
Other
Total current liabilities
Non-current liabilities
Interest-bearing liabilities
Lease liabilities
Deferred tax liabilities
Provisions
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Parent entity interest
Contributed equity
Reserves
Retained earnings
Total parent entity interest
Minority interests
Total equity
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
69
SONIC HEALTHCARE | ANNUAL REPORT 2023 Consolidated Statement of Changes in Equity
Share capital
Reserves
Retained
earnings
$’000
2,322,163
1,460,566
Total
$’000
6,384,986
1,460,566
Minority
interests
$’000
119,357
54,900
Total
$’000
6,504,343
1,515,466
$’000
(19,158)
–
95,782
23,688
119,470
(4,896)
114,574
95,782
1,484,254
1,580,036
50,004
1,630,040
–
(455,397)
(455,397)
–
–
–
–
–
–
–
–
–
48,841
–
(18)
17,240
(302,548)
–
–
–
–
–
–
–
–
–
–
–
1,249
153
(15,729)
155,034
22,947
(455,397)
48,841
–
(18)
17,240
(302,548)
–
1,249
153
(15,729)
7,428,174
707,931
Balance at 1 July 2021
Profit for period
Other comprehensive
income for the period
Total comprehensive
income for the period
$’000
4,081,981
–
–
–
Transactions with owners in their capacity as owners
Dividends paid
Shares issued
Transfers to share capital
Costs of share
transactions net of tax
Share-based payments
Acquisition of shares
–
67,592
8,265
(18)
–
(302,548)
(18,751)
(8,265)
–
17,240
–
Allocation of treasury shares
5,676
(5,676)
Acquisition of minority interests
Contributions from
minority interests
Dividends paid to minority
interests in controlled entities
–
–
–
–
–
–
Profit for period
Other comprehensive
income for the period
Total comprehensive
income for the period
–
–
–
Transactions with owners in their capacity as owners
Balance at 30 June 2022
3,860,948
61,172
3,351,020
7,273,140
–
684,984
684,984
309,524
(1,454)
308,070
12,899
320,969
309,524
683,530
993,054
35,846
1,028,900
Dividends paid
Shares issued
Costs of share transactions
net of tax
Transfers to share capital
Share-based payments
Acquisition of shares
Allocation of treasury shares
Acquisition of minority interests
Contributions from
minority interests
Dividends paid to minority
interests in controlled entities
–
–
(480,353)
(480,353)
100,763
(16,488)
(7)
8,917
–
(134,100)
5,902
–
–
–
–
(8,917)
18,453
–
(2,735)
(21,125)
–
–
–
–
–
–
–
–
–
–
–
84,275
(7)
–
18,453
(134,100)
3,167
(21,125)
–
–
–
–
–
–
–
–
–
(480,353)
84,275
(7)
–
18,453
(134,100)
3,167
(680)
(21,805)
5,480
5,480
(10,322)
(10,322)
Balance at 30 June 2023
3,842,423
339,884
3,554,197
7,736,504
185,358
7,921,862
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
70
SONIC HEALTHCARE | ANNUAL REPORT 2023FOR THE YEAR ENDED 30 JUNE 2023 Consolidated Cash Flow Statement
Notes
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)
Gross operating cash flow
Interest received
Borrowing costs
Income taxes paid
Net cash inflow from operating activities
37(b)
Cash flows from investing activities
Payment for purchase of controlled entities, net of cash acquired
Payments for property, plant and equipment
Proceeds from sale of non-current assets
Payments for investments
Payments for intangibles
Repayment of loans by other entities
Loans to other entities
2023
$’000
8,520,953
(6,639,798)
1,881,155
13,617
(83,752)
(339,987)
1,471,033
(82,390)
(389,125)
15,204
(27,525)
(107,888)
19,575
(7,892)
2022
$’000
9,423,315
(6,744,340)
2,678,975
1,994
(76,960)
(378,188)
2,225,821
(547,160)
(286,953)
14,990
(81,209)
(91,636)
14,893
(12,105)
Net cash (outflow) from investing activities
(580,041)
(989,180)
Cash flows from financing activities
Proceeds from issues of shares and other equity securities
(net of transaction costs and related taxes)
Payments for buyback and treasury shares
Proceeds from borrowings
Repayment of borrowings
Principal elements of lease payments
Dividends paid to Company’s shareholders
Dividends paid to minority interests in subsidiaries
Net cash (outflow) from financing activities
Net (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
Financing arrangements
Non-cash financing and investing activities
37(a)
22
37(c)
84,265
(130,933)
116,109
(119,218)
(371,204)
(480,353)
(10,177)
(911,511)
(20,519)
779,997
38,516
797,994
48,815
(302,548)
137,836
(418,039)
(344,489)
(455,397)
(15,472)
(1,349,294)
(112,653)
899,827
(7,177)
779,997
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
71
SONIC HEALTHCARE | ANNUAL REPORT 2023FOR THE YEAR ENDED 30 JUNE 2023
Notes to the
Consolidated
Financial Statements
Note 1 | Summary of significant accounting policies
Note 2 | Segment information
Note 3 | Revenue
Note 4 | Expenses
Note 5 | Dividends
Note 6 | Income tax
Note 7 | Receivables – Current
Note 8 | Inventories – Current
Note 9 | Other assets – Current
Note 10 | Receivables – Non-current
Note 11 | Investments – Non-current
Note 12 | Property, plant and equipment – Non-current
Note 13 | Right-of-use assets – Non-current
Note 14 | Intangible assets – Non-current
Note 15 | Deferred tax assets – Non-current
Note 16 | Other assets – Non-current
Note 17 | Payables – Current
Note 18 | Lease liabilities
Note 19 | Tax liabilities – Current
Note 20 | Provisions – Current
74
91
93
94
95
96
98
99
99
100
100
101
102
103
105
106
106
106
107
107
72
SONIC HEALTHCARE | ANNUAL REPORT 2023 Note 21 | Other liabilities – Current
Note 22 | Interest-bearing liabilities – Non-current
Note 23 | Deferred tax liabilities – Non-current
Note 24 | Provisions – Non-current
Note 25 | Other liabilities – Non-current
Note 26 | Contributed equity
Note 27 | Reserves and retained earnings
Note 28 | Deed of cross guarantee
Note 29 | Investments in subsidiaries
Note 30 | Commitments for expenditure
Note 31 | Contingent liabilities
Note 32 | Secured borrowings
Note 33 | Remuneration of auditors
Note 34 | Share-based payments
Note 35 | Related parties
Note 36 | Earnings per share
Note 37 | Statement of cash flows
Note 38 | Financial risk management
Note 39 | Parent company financial information
Note 40 | Events occurring after reporting date
108
108
110
111
114
114
116
117
120
125
125
125
126
127
132
133
133
135
142
143
73
SONIC HEALTHCARE | ANNUAL REPORT 2023 NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the Financial Report are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
The Financial Report includes financial statements for the Consolidated Group (‘the Group’) consisting of Sonic Healthcare
Limited (‘Parent Company’ or ‘Company’) and its subsidiaries. The financial statements were authorised for issue by the Directors
on 26 September 2023.
a) Basis of preparation
This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations
issued by the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for the
purpose of preparing the financial statements.
Compliance with IFRS
The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board. The Parent Company financial information included in Note 39 also
complies with IFRS.
Historical cost convention
These financial statements have been prepared under the historical cost convention, except for the revaluation of financial assets
and liabilities (including derivative instruments) at fair value through profit or loss and plan assets of retirement benefit obligations
measured at fair value.
Comparatives may be restated to enhance comparability with the current year. This includes repairs and maintenance in FY2022
of $232,018,000 which is now included within other expenses from operating activities.
b) Principles of consolidation and equity accounting
The Consolidated Group financial statements incorporate the assets and liabilities of all subsidiaries controlled by Sonic
Healthcare Limited as at 30 June 2023 and the results of all subsidiaries for the year then ended. Sonic Healthcare Limited and its
controlled entities together are referred to in this Financial Report as the Group or the Consolidated Group.
Subsidiaries are all those entities (including special purpose entities) over which the Group has control. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Minority interests in the results and equity of controlled entities are shown separately in the Consolidated Income Statement,
Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Balance
Sheet respectively.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the
date that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to Note 1(e)).
i)
Sonic Healthcare Limited Employee Share Trust (SHEST)
The Group has formed a trust to obtain and hold shares for the purpose of providing shares under selected Group equity plans.
This trust is consolidated, as the substance of the relationship is that the trust is controlled by the Group. Shares held by the
SHEST are disclosed as treasury shares and deducted from contributed equity.
74
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 ii) Changes in ownership interests
The Group treats transactions with minority interests that do not result in a loss of control as transactions with equity owners of
the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and minority
interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to minority
interests and any consideration paid or received is recognised in a separate reserve within equity.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured
to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest as an associate, jointly-controlled entity or financial asset. In
addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if
the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly-controlled entity or an associate is reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss
where appropriate.
iii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case
where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity
method of accounting, after initially being recognised at cost.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise
the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in
other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates
are recognised as a reduction in the carrying amount of the investment.
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any
other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in
these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with
the policies adopted by the Group.
75
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 c)
Income tax
The income tax expense or benefit for the period is the tax payable or receivable on the current period’s taxable income based
on the income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused
tax losses.
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 Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
not recognised if they arise from the initial recognition of goodwill. Deferred income 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 that at the time of the transaction
affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
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 liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in controlled entities where the Group is able to control the timing of the reversal of the temporary differences and it
is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Sonic Healthcare Limited and its wholly-owned Australian controlled entities have implemented the Australian tax consolidation
legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities
are offset in the consolidated financial statements.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
Companies within the Group may be entitled to claim special tax deductions for investments in qualifying assets or in relation to
qualifying expenditure (e.g. the Research and Development Tax Incentive regime in Australia or other investment allowances).
The Group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and
current tax expense.
76
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 d) Foreign currency translation
i)
Functional and presentation currency
Items included in the financial statements of each entity are measured using the currency of the primary economic environment
in which the entity operates (‘the functional currency’). The Group’s financial statements are presented in Australian dollars,
which is Sonic Healthcare Limited’s functional and presentation currency.
ii)
Transactions
Foreign currency transactions are initially translated into the functional currency using the rates of exchange prevailing at the date
of the transaction. At the balance sheet date amounts payable and receivable in foreign currencies are translated to Australian
currency at rates of exchange current at that date. Resulting foreign exchange differences are recognised in the Income
Statement except where they are deferred in equity as cash flow hedges and qualifying net investment hedges or are attributable
to part of the net investment in a foreign operation.
iii) Foreign controlled entities
The assets and liabilities of foreign controlled entities are translated into Australian currency at rates of exchange current at
the balance sheet date, while their income and expenses are translated at the average of rates prevailing during the year.
Exchange differences arising on translation are taken to the foreign currency translation reserve. Differences on foreign currency
borrowings that provide a hedge against a net investment in a foreign entity are recognised in other comprehensive income
and accumulated in the foreign currency translation reserve. When a foreign operation is sold, a proportionate share of such
exchange difference is reclassified to the Income Statement, as part of the gain or loss on sale where applicable.
e) Business combinations
The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the
assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes
the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred. On an acquisition-by-acquisition basis, the Group recognises any minority
interest in the acquiree either at fair value or at the minority interest’s proportionate share of the acquiree’s net identifiable assets.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present
value as at the date of the acquisition. The discount rate used is the incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
Identifiable assets acquired and liabilities and contingent liabilities assumed in an acquisition are measured initially at their fair
values at the acquisition dates, irrespective of the extent of any minority interest. Goodwill is brought to account on the basis
described in Note 1(m)(i).
The excess of the consideration transferred, the amount of any minority interest in the acquiree and the acquisition-date fair value
of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is
recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the
measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase.
77
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 f) Revenue recognition
Revenue is recognised when services are transferred to a customer, in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those services by applying the five-step model set out in AASB 15. Revenue is
recognised for the major business activities as follows:
i)
Laboratory medicine and radiology services
Laboratory medicine and radiology services revenue is recognised at a point in time when the test or service is completed.
ii) Other medical services
Revenue from other medical services is recognised over time as the performance obligation is satisfied. Revenue is recognised
based on the services provided at period end date. Payments to doctors in medical centre and occupational health businesses
in exchange for contracting the Group’s services for a period of time are capitalised as a contract asset and amortised on a
straight-line basis against revenue over the life of the contract.
iii)
Interest income
Interest income is recognised using the effective interest method.
iv) Dividends
Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of
pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence.
g) Receivables
All trade debtors are initially recognised at their fair value being the amounts receivable and subsequently measured at amortised
cost using the effective interest method, less provision for impairment. Trade debtors are generally required to be settled within
30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off in the
period in which they are identified. A provision for impairment loss is recognised using the simplified approach to measuring
expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables. To measure the expected
credit losses, trade receivables have been grouped on shared credit risk characteristics and days past due.
h)
Inventories
Inventories, comprising consumable stores stock, are valued at the lower of cost and net realisable value. Costs are assigned to
individual items of inventory on the first in, first out (FIFO) basis.
i)
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each financial year end.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
78
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 j)
Investments and other financial assets
i)
Classification
The Group classifies its financial assets in the following measurement categories:
¡ those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and
¡ those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For
investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.
The Group reclassifies debt investments only when its business model for managing those assets changes.
ii) Recognition and derecognition
Purchases and sales of financial assets settled through the regular settlement for that particular investment are recognised on
trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of
financial assets carried at fair value through profit or loss are expensed in profit or loss.
iv)
Impairment
The Group assesses on a forward-looking basis the expected credit losses on its debt instruments carried at amortised cost and
fair value through other comprehensive income. The impairment methodology depends on whether there has been a significant
increase in credit risk.
k) Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value.
Depreciation is calculated using the straight-line method to allocate the net cost of each item of property, plant and equipment
(excluding land), net of their residual values over their estimated useful lives to the Group. Land is not depreciated. Estimates of
remaining useful lives and residual values are made on a regular basis for all assets, with annual reassessments for major items.
The estimated useful lives are as follows:
Buildings and improvements 40 years
Plant and equipment
3–15 years
The cost of improvements to, or on, leasehold properties is amortised over the unexpired period of the lease or the estimated
useful life of the improvement to the Group, whichever is the shorter.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value of the asset is greater than its estimated recoverable amount (Note 1(i)). An item of property, plant and
equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of
the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the item) is included in the Income Statement in the period the item is derecognised.
79
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 l) Leases
The Group leases properties, equipment and vehicles under rental contracts which are typically made for fixed periods of
between 1 month and 20 years but may have extension options. Lease terms are negotiated on an individual basis and contain
a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor.
A single recognition and measurement approach is applied to all leases that the Group is the lessee for, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
i)
Lease liabilities
At the commencement date of the lease the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable
lease payments that depend on an index or rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of
penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included
in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease
liability is reassessed and adjusted against the right-of-use asset.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement,
if the interest rate implicit in the lease is not readily determinable. To determine the incremental borrowing rate the Group uses a
build-up approach that starts with appropriate swap and corporate bond rates with adjustments specific to the lease based on
term and currency.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the
lease payments made. The finance cost is charged to the Income Statement over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, such as a change in the lease term, a change in the in-substance fixed lease payments or
a change in the assessment to purchase the underlying asset.
Contracts may contain both lease and non-lease components. For leases where the non-lease component is not separately
identified, the Group has elected not to separate lease and non-lease components and instead accounts for these as a single
lease component.
ii) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for
any remeasurement of lease liabilities. The costs of right-of-use assets includes the amount of lease liabilities recognised, less
any lease incentives received. The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its
estimated useful life and the lease term. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life. Right-of-use assets are subject to annual impairment assessment.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term recognition criteria exemption to its short-term leases (i.e. those leases that have a lease term
of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value
assets recognition exemption, which applies to miscellaneous low-value assets (e.g. IT equipment and small items of office
furniture) that do not have quantitative or qualitative significance. Lease payments on short-term leases and leases of low-value
assets are recognised as an expense on a straight-line basis over the lease term within the lease expense line item.
80
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 iv) Variable lease payments
Variable lease payments reflect the lease component of consumables expenditure in situations where supplier contracts
include the placement of equipment which the Group does not own. Such arrangements are used where it is commercially
advantageous to the Group. Variable lease payments are not significant in comparison to fixed lease payments and vary based
on a number of factors, including the value and quantity of equipment placed and the length of the supplier contract.
v)
Extension and termination options
Extension and termination options are included in a number of property and equipment leases across the Group. These are
used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension
and termination options held are exercisable only by the Group and not the respective lessor. As at 30 June 2023 approximately
58% of the Group’s leases have extension options of which 8% have been assessed as being reasonably certain to be exercised
(these options have therefore been included in the calculation of the lease liability at the period end). The value of payments
(undiscounted) for all optional periods represent approximately 400% of the FY2023 year’s lease payments.
vi) Sale and leaseback
The Group may periodically sell land and buildings and lease them back where it is commercially advantageous to do so. These
types of transactions are not prevalent given the relatively small proportion of properties that the Group owns compared to
leased. If the transfer of an asset satisfies the requirements of AASB 15 to be accounted for as a sale, the right-of-use asset arising
from the leaseback is measured at the proportion of the previous carrying amount of the asset that relates to the right of use
retained by the Group. Accordingly, only the amount of any gain or loss that relates to the rights transferred is recognised in the
Income Statement.
vii) Lessor accounting
The Group enters into lease agreements as lessor in respect of some property leases (largely related to the medical centre
operations). Where the Group is an intermediate lessor it accounts for the head lease and the sub-lease as two separate
contracts.
The sub-lease is a finance lease where it transfers substantially all the risks and rewards of ownership to the lessee. All other
sub-leases are operating leases. The determination of whether a sub-lease is classified as a finance lease or operating lease is
made by reference to the right-of-use asset arising from the head lease. The majority of sub-leases have lease terms substantially
shorter than the head lease and accordingly are classified as operating leases. Rental income from operating leases is
recognised on a straight-line basis over the term of the relevant lease.
The Group recognises on the Balance Sheet a net investment in a lease as the sum of the lease payments receivable plus any
unguaranteed residual value, discounted at the interest rate implicit in the lease.
m) Intangible assets
i)
Goodwill
Goodwill represents the excess of the cost of the business combination over the acquirer’s interest in the net fair value of
identifiable assets and liabilities acquired at the date of acquisition. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Any goodwill acquired is allocated to each of the cash-generating units (CGUs) expected to benefit from the combination’s
synergies. The goodwill allocated to the CGUs for the purpose of assessing impairment is identified according to business segment
(laboratory and radiology) and country of operation (Australia, New Zealand, UK, USA, Germany, Switzerland and Belgium).
81
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where
the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to that entity.
ii)
Intangible assets acquired from a business combination
Intangible assets acquired from a business combination are capitalised at fair value as at the date of acquisition. Following initial
recognition, the cost model is applied to the class of intangible assets.
The useful lives of these intangible assets are assessed to be either finite or indefinite.
Where amortisation is charged on assets with finite lives, this expense is taken to the Income Statement.
Intangible assets are tested for impairment where an indicator of impairment exists, and in the case of indefinite life intangibles
annually, either individually or at the cash-generating unit level. Useful lives are also examined on an annual basis and
adjustments, where applicable, are made on a prospective basis.
Included in intangibles is the value of certain brand names acquired as part of the purchase of certain laboratory businesses and
controlled entities.
The brand names have been assessed as having an indefinite useful life after consideration of the following factors:
¡ the length of time during which the brand name has been in use,
¡ the stability of the healthcare industry,
¡ the market perception and recognition of the brands which have consistently facilitated the retention and growth of revenue
in both the local and national market places,
¡ active promotion of the brands in the marketplace,
¡ brand names are a registered legal trademark of the business. The registration of brands is renewable at minimal cost and
minimal difficulty.
iii) Software development
Expenditure on software development is capitalised when it is probable that the project will, after considering its commercial
and technical feasibility, be completed and generate future economic benefits and the costs can be measured reliably. The
expenditure capitalised comprises all attributable costs. Capitalised software development costs are recorded as finite life
intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over its estimated useful
life of 10 years. Capitalised development expenditure is stated at cost less accumulated amortisation. The carrying value is
reviewed for impairment annually, or more frequently, if an indicator of impairment arises.
The costs of acquiring computer software for internal use are capitalised as intangible non-current assets where the software is
used to support significant business systems and the expenditure leads to the creation of an asset. The expected useful life is
generally 3-10 years.
Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the Income Statement when the asset is derecognised.
Intangible assets (other than software development costs) created within the business are not capitalised and expenditure is
charged against profits in the period in which the expenditure is incurred.
iv) Software-as-a-Service arrangements (SaaS)
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software
over the contract period. As such the Group does not receive a software intangible asset at the contract commencement
date. Implementation costs including costs to configure or customise the cloud provider’s application software are generally
recognised as operating expenses when the services are received.
Costs incurred for the development of distinct software that enhances or modifies, or creates additional capability to, existing
systems and meets the definition of and recognition criteria for an intangible asset are recognised as intangible assets.
82
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 n) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are
presented as current liabilities unless payment is not due within 12 months from reporting date. They are recognised initially at
their fair value and subsequently measured at amortised cost using the effective interest method.
o)
Interest-bearing liabilities
All loans and borrowings are initially recognised at fair value plus transaction costs, thereafter interest-bearing loans and
borrowings are measured at amortised cost using the effective interest method. Interest is accrued over the period it becomes
due and is recorded as part of other creditors. Fees paid on the establishment of loan facilities measured at amortised cost are
capitalised and amortised on a straight-line basis over the term of the facility.
Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income
or other expenses.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
p) Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured
to their fair value at each reporting date. Changes in fair value are either taken to the Income Statement or an equity reserve (refer
below). The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either:
¡ hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges);
¡ hedges of the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges), or;
¡ hedges of a net investment in a foreign operation (net investment hedges).
The Group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also
documents its assessment, 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 flows of
hedged items.
The fair values of various derivative financial instruments used for hedging purposes are disclosed in Note 38. Movements in the
hedging reserve in shareholders’ equity are shown in Note 27.
i)
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Income
Statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in the Income
Statement within borrowing costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to
interest rate risk. The gain or loss relating to the ineffective portion is recognised in the Income Statement within other income or
other expenses.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for
which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective
interest rate.
83
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 ii) 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 other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the Income Statement within other income or other expenses.
Amounts accumulated in equity are recycled to the Income Statement in the periods when the hedged item will affect profit or
loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the
Income Statement within borrowing costs.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in the Income Statement. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the Income Statement.
The fair value of the Group’s cash flow hedges are determined by external advisors using the present value of estimated future
cash flows.
iii)
Net investment hedges
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges.
Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity. The gain or loss
relating to the ineffective portion of the hedge is recognised immediately in the Income Statement within other income or other
expenses.
Gains and losses accumulated in equity are included in the Income Statement when the foreign operation is partially disposed
of or sold.
iv) Derivatives that do not qualify for hedge accounting
For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to
the Income Statement and are included in other income or other expenses.
q) Employee benefits
i) Wages and salaries, annual leave
Liabilities for wages and salaries and annual leave are recognised and are measured at the amounts expected to be paid when
the liabilities are settled.
ii)
Long service leave
The liability for long service leave expected to be settled within 12 months of the reporting date is recognised in the current
provision for employee benefits and is measured in accordance with (i) above. The liability for long service leave expected to
be settled more than 12 months from the reporting date is recognised in the non-current provision for employee benefits and
measured as the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with
terms to maturity that match, as closely as possible, the estimated future cash outflows.
iii) Retirement benefit obligations
Certain employees of the Group are entitled to benefits from defined contribution superannuation plans on retirement, disability
or death. The defined contribution plans receive fixed contributions from Group companies and the Group’s legal or constructive
obligation is limited to these contributions.
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Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Contributions to the defined contribution plans are recognised as an expense as they become payable. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
The Group also has defined benefit superannuation plans in relation to certain non-Australian employees, which provide defined
lump sum benefits based on years of service and final average salary.
A liability or asset in respect of defined benefit plans is recognised in the Balance Sheet, and is measured as the present value
of the defined benefit obligation at the reporting date less the fair value of the superannuation fund’s assets at that date. The
present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund
to the reporting date, calculated annually by independent actuaries using the projected unit credit method.
Consideration is given to expected future wages and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows. In countries where there is a deep
market in high-quality corporate bonds, the market rates on those bonds are used rather than government bonds. Actuarial gains
and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they
occur, outside profit or loss, directly in the Statement of Comprehensive Income. Past service costs are recognised immediately
in the Income Statement.
iv) Profit sharing and bonus plans
A liability for employee benefits in the form of profit sharing and bonus plans is recognised in other creditors when there is no
realistic alternative but to settle the liability and at least one of the following conditions is met:
¡ there are formal terms in the plan for determining the amount of the benefit, or
¡ the amounts to be paid are determined before the time of completion of the Financial Report, or
¡ past practice gives clear evidence of the amount of the obligation.
Liabilities for profit sharing and bonus plans are expected to be settled within 12 months and are measured at the amounts
expected to be paid when they are settled.
v)
Employee benefit on-costs
Employee benefit on-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the
employee benefits to which they relate are recognised as liabilities.
vi) Equity-based compensation benefits
Equity-based compensation benefits are provided to employees under various plans. Information relating to these plans is set
out in Note 34.
The fair value of equity remuneration granted under the various employee plans is recognised as an expense with a
corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the
employees become unconditionally entitled to the shares and options (‘the vesting period’). The fair value at grant date is
determined using a pricing model consistent with the Black Scholes methodology that takes into account the exercise price, the
term of the option, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the arrangement.
The fair value of the options and shares granted is adjusted to reflect market vesting conditions (using a Monte Carlo simulation)
but excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions
about the number of shares and options that are expected to vest. At each balance sheet date, the entity revises its estimate of
the number of shares and options that are expected to vest. The employee benefit expense recognised each period takes into
account the most recent estimate.
No expense is recognised for shares and options that do not ultimately vest due to a failure to meet a non-market vesting
condition.
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Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to
share capital.
The dilutive effect, if any, of outstanding shares and options is reflected as additional share dilution in the calculation of diluted
earnings per share.
The Parent Company issues options to employees of subsidiary companies as part of the Group’s remuneration strategy. When
options are exercised, the subsidiary company reimburses the Parent Company for the excess of the market price at the time
of exercise over the exercise price. These amounts are credited to contributed equity in the Parent Company’s accounts, and
eliminated on consolidation.
vii) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee
accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is
demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy.
Benefits falling due more than 12 months after balance sheet date are discounted to present value.
r) Borrowing costs
Borrowing costs include:
¡ interest on bank overdrafts, short-term and long-term borrowings, including amounts paid or received on interest rate swaps,
¡ amortisation of discounts or premiums relating to borrowings,
¡ amortisation of ancillary costs incurred in connection with the arrangement of borrowings, and
¡ lease charges.
Borrowing costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets that necessarily
take a substantial period of time to get ready for their intended use. In these circumstances, borrowing costs are capitalised to the
cost of the assets using the weighted average interest rate applicable to the entity’s outstanding borrowings during the year.
s) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown
in equity as a deduction, net of tax, from the proceeds. For share buybacks the total cost of purchasing Sonic ordinary shares is
deducted from contributed equity.
t) Cash and cash equivalents
Cash and cash equivalents includes cash at bank and in hand, and deposits at call with financial institutions which are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
u) Earnings per share
i)
Basic earnings per share
Basic earnings per share is calculated by dividing net profit after income tax attributable to members of the Parent Company by
the weighted average number of ordinary shares on issue during the financial year excluding treasury shares.
ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account
the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
86
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 v) Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision makers who are responsible for allocating resources and assessing performance of the
operating segments have been identified as the Chief Executive Officer and the Board of Directors.
Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an ‘arm’s-length’
basis and are eliminated on consolidation.
w) Dividends
Provision is made for the amount of any dividend declared, determined or publicly recommended by the Directors on or before
the end of a financial year but not distributed at balance date.
x) Repairs and maintenance
Plant and equipment, and premises occupied, require repairs and maintenance from time to time in the course of operations.
The costs associated with repairs and maintenance are charged as expenses as incurred, except where they relate to an
improvement in the useful life of an asset, in which case the costs are capitalised and depreciated in accordance with Note 1(k).
y) Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as held for sale and stated at the lower of their carrying amount and
fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction rather than through
continuing use and a sale is considered highly probable.
An impairment loss is recognised for any initial or subsequent write down of the asset (or disposal group) to fair value less costs
to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group) but not in
excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale
of the non-current asset (or disposal group) is recognised at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified
as held for sale.
z) Provisions
Provisions are recognised when the Group has a present legal, equitable or constructive obligation as a result of past
transactions or other past events, it is probable that an outflow of resources will be required to settle the obligation, and the
amount has been reliably estimated. Provisions are not recognised for future operating losses.
When there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments
of the time value of money and the risks specific to the liability. Any increase in the provision due to the passage of time is
recognised as borrowing costs expense.
Restructuring provisions are recognised where the Group has completed a business combination where there is a detailed
formal plan for the restructure, and a present obligation immediately prior to the business combination and its execution was not
conditional upon it being acquired by the Group.
87
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 aa) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable
from the taxation authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable
from, or payable to, the taxation authority is included within sundry debtors or sundry creditors in the Balance Sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.
ab) Rounding of amounts
The Company is of a kind referred to in ASIC Legislation Instrument 2016/191 issued by the Australian Securities & Investments
Commission, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been
rounded off in accordance with that Instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar.
ac) Significant accounting estimates and assumptions
The preparation of financial statements requires the use of estimates and assumptions of future events to determine the carrying
amounts of certain assets and liabilities.
Key estimates and assumptions used in the preparation of the Financial Report are:
i)
Impairment of goodwill and intangibles with indefinite useful lives
The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis.
This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with
indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of
goodwill and intangibles with indefinite useful lives are discussed in Note 14.
ii)
Share-based payment transactions
The Group measures the cost of equity-settled share-based payments at fair value at the grant date using a pricing model
consistent with the Black Scholes methodology, taking into account the terms and conditions upon which the instruments were
granted, as discussed in Note 34.
iii) Provisional accounting of business combinations
The Group provisionally accounts for certain business combinations where the Group is in the process of ascertaining the
fair values of the identifiable assets, liabilities and contingent liabilities acquired. In doing so, the Group has relied on the best
estimate of the identifiable assets, liabilities and contingent liabilities as disclosed in Note 29, until the quantification and
treatment of items under review is complete.
iv) Pension benefits
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a
number of assumptions. These assumptions used in determining the net cost (income) for pensions include the discount rate.
Any changes in these assumptions will impact the carrying amount of pension obligations.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to
determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In
determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms
of the related pension liability. Market yields on government bonds are used in countries where there is no deep market in
corporate bonds.
Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed
in Note 24.
88
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 v)
Income tax
The Group is subject to income taxes in several jurisdictions around the world. Significant judgement is required in determining
the provision for income taxes on a worldwide basis. Where the final tax outcome is different from amounts provided, such
differences will impact the current or deferred tax provisions in the period in which such outcome is obtained.
vi) Trade debtors
Accounts receivable assessments require significant judgement in the USA due to contractual allowances, being discounts
provided to certain payers against the Company’s patient fee schedules. Revenue is billed at the fee schedule rate, but is
recognised net of estimated contractual discounts. Adjustments are then made to revenue based on final payments received.
Management diligently reviews allowances to ensure that the recoverable amount of debtors is materially accurate.
vii) Determination of the lease term as the non-cancellable term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option
to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.
The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers
all relevant factors that create an economic incentive for it to exercise the renewal including penalties to terminate, the value of
leasehold improvements remaining plus current and future expected economic performance from use of the asset. After the
commencement date, the Group generally can only make a reasonable certainty assessment within six to twelve months of the
exercise of an option or at other times if there is a significant event or change in circumstances that is within its control and affects
the ability to exercise (or not to exercise) the option to renew.
viii) Calculation of the incremental borrowing rates
Where the Group cannot readily determine the interest rate implicit in lease contracts the present value of the Group’s lease
liabilities are estimated using the incremental borrowing rate as if leasing over a similar term the funds necessary to obtain an
asset of a similar value to the right-of-use asset in a similar economic environment. The Group uses observable inputs such as
market interest rates as applicable.
ad) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not applicable to the Group for the financial
year ended 30 June 2023. The Group has elected not to early adopt these new standards and interpretations. These standards
are not expected to have a material impact on the entity in the current or future reporting periods or on foreseeable future
transactions.
The Group has applied the exception from recognising and disclosing information regarding deferred tax assets and liabilities
related to Pillar Two income taxes.
89
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 ae) Parent Company financial information
The financial information for the Parent Company, Sonic Healthcare Limited, disclosed in Note 39 has been prepared on the
same basis as the consolidated financial statements, except as set out below.
i)
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of Sonic Healthcare Limited.
ii)
Tax consolidation legislation
Sonic Healthcare Limited and its wholly-owned Australian controlled entities implemented the tax consolidation legislation
with effect from 30 June 2004, and have notified the Australian Taxation Office of this event. The head entity, Sonic Healthcare
Limited, and the controlled entities in the tax consolidated group account for their own deferred tax amounts. These tax amounts
are measured as if each entity in the tax consolidated group continues to be a standalone tax payer in its own right. In addition
to its own current and deferred tax amounts Sonic Healthcare Limited, as the head entity in the tax consolidated group, also
recognises the current tax liabilities (or assets) assumed from the controlled entities in the tax consolidated group. Under tax
sharing and funding agreements amounts receivable or payable between the tax consolidated entities are recognised within
current amounts receivable/payable to controlled entities.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Sonic
Healthcare Limited for any current tax payable assumed and are compensated by Sonic Healthcare Limited for any current tax
receivable transferred under the tax consolidation legislation. The funding amounts are determined by reference to the amounts
recognised in the wholly-owned entities’ financial statements.
iii) Share-based payments
The grant by the Parent Company of options over its equity instruments to the employees of subsidiary undertakings in the
Group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received, measured
by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary
undertakings, with a corresponding credit to equity.
90
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023
NOTE 2 | SEGMENT INFORMATION
Business segments
The Group’s Chief Executive Officer and the Board of Directors (the chief operating decision makers) review the Group’s
performance both by the nature of services provided and geographic region. Discrete financial information about each operating
segment is reported to the Chief Executive Officer and the Board of Directors on at least a monthly basis and is used to assess
performance and determine the allocation of resources.
The Group has the following reportable segments:
i)
Laboratory
Pathology/clinical laboratory services provided in Australia, New Zealand, the United Kingdom, the United States of America,
Germany, Switzerland and Belgium.
The geographic regions have been aggregated into one reportable segment, as they provide similar services and have similar
expected growth rates, cost structures, risks and return profiles.
ii) Radiology
Diagnostic imaging services provided in Australia.
iii) Other
Includes corporate office functions, medical centre operations (IPN), occupational health services (Sonic HealthPlus) and
other minor operations. In addition, acquisition costs and certain other non-recurring costs are expensed in this segment from
time to time.
The internal reports use a ‘Constant Currency’ basis for reporting revenue and Net Profit Before Tax (NPBT) with foreign currency
elements restated using the relevant prior period average exchange rates. The segment revenue and NPBT have therefore been
presented using Constant Currency. NPBT is calculated after lease interest, but excluding interest on debt.
91
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 2023
Laboratory
Radiology
Other
Eliminations
$’000
$’000
$’000
$’000
Total
$’000
6,794,962
795,468
1,303
6,796,265
180,145
6,976,410
641
796,109
–
384,756
3,402
388,158
–
–
7,975,186
(5,346)
(5,346)
–
–
7,975,186
180,145
796,109
388,158
(5,346)
8,155,331
Segment revenue (Constant Currency)
External sales
Inter–segment sales
Total segment revenue (Constant Currency)
Currency exchange rate movements
Total segment revenue (Statutory)
Interest income
Total revenue
Result
Segment NPBT (Constant Currency)
Currency exchange rate movements
Segment NPBT (Statutory)
Unallocated interest expense
Profit before tax
Income tax expense
Profit after income tax expense
Allocated interest expense
Depreciation and amortisation expense
EBITDA
Other non–cash items
931,971
19,888
951,859
102,595
(75,737)
–
–
102,595
(75,737)
29,118
511,880
1,484,509
14,441
5,300
83,141
190,833
3,706
5,078
107,907
32,182
15,772
–
–
–
–
–
–
–
13,617
8,168,948
958,829
19,888
978,717
(47,529)
931,188
(223,257)
707,931
39,496
702,928
1,707,524
33,919
Total
$’000
2022
Laboratory
Radiology
Other
Eliminations
$’000
$’000
$’000
$’000
Segment revenue
External sales
Inter–segment sales
Total segment revenue
Interest income
Total revenue
Result
Segment NPBT
Unallocated interest expense
Profit before tax
Income tax expense
Profit after income tax expense
Allocated interest expense
Depreciation and amortisation expense
EBITDA
Other non–cash items
8,197,795
705,730
1,364
557
8,199,159
706,287
434,635
3,077
437,712
–
9,338,160
(4,998)
(4,998)
–
9,338,160
1,994
9,340,154
2,106,241
77,344
(59,730)
–
2,123,855
27,748
505,178
2,638,392
(44,790)
4,505
76,567
158,414
7,696
916
93,672
33,641
19,637
–
–
–
–
(46,650)
2,077,205
(561,739)
1,515,466
33,169
675,417
2,830,447
(17,457)
92
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Geographical information
Revenues from sales to external customers+
Non-current assets+^
2023
$’000
3,118,451
2,114,115
1,549,544
1,373,221
8,155,331
2022
$’000
3,597,509
2,169,488
2,025,115
1,546,048
9,338,160
2023
$’000
3,501,397
3,315,127
1,934,401
1,882,359
2022
$’000
3,426,719
3,171,789
1,717,789
1,715,593
10,633,284
10,031,890
Australia
United States of America
Germany
Other
Total
+ Note that changes between years are affected by exchange rate movements and the timing of business acquisitions.
^ Note that this includes all non-current assets other than financial instruments and deferred tax assets.
NOTE 3 | REVENUE
Services revenue
Medical services revenue
Other
Interest received or due and receivable
Finance income on net investment in lease
Income from sub-leasing right-of-use assets
Other revenue
Total
Disaggregated revenue
Laboratory
USA
Australia
Germany
Switzerland
UK & Ireland
Belgium
New Zealand
Non-laboratory
Radiology
Other (medical centres, occupational health services etc.)
2023
$’000
2022
$’000
8,144,998
9,320,626
13,089
528
5,009
5,324
23,950
8,168,948
2,113,808
1,938,334
1,549,497
594,677
593,539
154,747
28,834
795,101
381,785
8,150,322
1,611
383
4,774
12,760
19,528
9,340,154
2,169,227
2,457,107
2,024,926
631,449
706,214
175,218
31,740
705,423
432,082
9,333,386
Contract asset balances of $3,208,000 (2022: $5,538,000) and $5,135,000 (2022: $4,434,000) have been recognised in current
receivables and non-current receivables as at 30 June 2023 relating to upfront doctor payments in the medical centre and
occupational health businesses.
93
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 4 | EXPENSES
Profit before income tax includes the following specific expenses
Finance costs
Finance charges on capitalised leases
Other borrowing costs
Total borrowing costs
Amortisation of intangibles
Depreciation of
Plant and equipment
Buildings
Total depreciation
Depreciation charge of right-of-use assets
Buildings
Equipment
Total right-of-use asset depreciation
Lease expense
Short-term leases
Low-value leases
Variable leases – Other
Total lease expense
Defined contribution superannuation expense
Bad and doubtful trade debtors
2023
$’000
37,595
49,430
87,025
71,630
252,422
8,721
261,143
360,450
9,705
370,155
38,059
4,033
19,527
61,619
168,494
164,747
2022
$’000
31,137
48,682
79,819
67,990
247,672
6,975
254,647
343,041
9,739
352,780
38,079
4,026
22,518
64,623
153,180
136,984
94
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 5 | DIVIDENDS
Total dividends paid on ordinary shares during the year
Final dividend for the year ended 30 June 2022 of 60 cents (2021: 55 cents) per share
paid on 21 September 2022 (2021: 22 September 2021), franked to 100% (2021: 65%)
Interim dividend for the year ended 30 June 2023 of 42 cents (2022: 40 cents) per
share paid on 22 March 2023 (2022: 23 March 2022), franked to 100% (2022: 100%)
Dividends not recognised at year end
In addition to the above dividends, since year end the Directors declared a final
dividend of 62 cents (2022: 60 cents) per ordinary share, franked to 100% (2022:
100%) based on tax paid at 30%. The aggregate amount of the final dividend paid on
21 September 2023 (2022: 21 September 2022) out of retained earnings at the end of
the year, but not recognised as a liability is:
Franked dividends
The 2023 final dividend declared after the year end was 100% franked out of franking
credits available at year end and those arising from the payment of income tax in the
year ending 30 June 2024.
2023
$’000
2022
$’000
283,382
263,441
196,971
480,353
191,956
455,397
293,923
283,382
Franking credits available at the year end for subsequent financial years based
on a tax rate of 30%
32,672
17,557
The consolidated amounts include franking credits that would be available if distributable profits of subsidiaries not part of the
Australian tax group were paid as dividends.
Dividend Reinvestment Plan
The Company’s Dividend Reinvestment Plan remained suspended for the FY2023 final dividend, as it was through the 2023 and
2022 financial years.
95
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 6 | INCOME TAX
a)
Income tax expense
Current tax
Deferred tax
Under/(over) provision in prior years – deferred tax
(Over)/under provision in prior years – current tax
Income tax expense
Deferred income tax expense included in income tax expense comprises
(Increase)/decrease in deferred tax assets (Note 15)
Increase in deferred tax liabilities (Note 23)
2023
$’000
193,623
34,371
17,123
(21,860)
223,257
(9,373)
60,867
51,494
2022
$’000
493,939
68,987
(10,690)
9,503
561,739
1,974
56,323
58,297
b)
Income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense
in the financial statements as follows:
Profit before income tax expense
Tax at the Australian tax rate of 30% (2022: 30%)
Tax effect of amounts which are not deductible/
(taxable) in calculating taxable income
Difference in overseas tax rates
Potential deductions relating to equity remuneration
(Over) provision in prior years
Other deductible/non-taxable items (net)
Income tax expense
c) Tax expense relating to items of other comprehensive income
Actuarial gains on retirement benefit obligations
Fair value gain on financial asset
Tax expense relating to items of other comprehensive income
d) Amounts recognised directly in equity
931,188
279,356
(27,294)
(25,457)
(4,737)
1,389
223,257
520
822
1,342
2,077,205
623,162
(54,170)
(8,417)
(1,187)
2,351
561,739
5,378
–
5,378
Capital raising costs
4
8
96
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 e) Tax losses
Deferred tax assets of $14,411,000 (2022: $3,319,000) on the Group’s Balance Sheet at 30 June 2023 relate to income tax losses
(Note 15) across the Group. Income tax losses for which no deferred tax asset has been recognised total $12,591,000 (2022:
$14,693,000).
The benefit of tax losses will only be obtained if:
i)
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the
deductions for the losses to be realised, or
the losses are transferred to an eligible entity in the Group, and
the Group continues to comply with the conditions for deductibility imposed by tax legislation, and
ii)
iii)
iv) no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the losses.
f) Unrecognised temporary differences
Temporary differences relating to investments in subsidiaries for which
deferred tax assets and liabilities have not been recognised
Foreign currency translation
Undistributed earnings
2023
$’000
142,728
2,660
145,388
2022
$’000
50,090
2,584
52,674
A deferred tax asset has not been recognised in respect of temporary differences arising as a result of the translation of the
financial statements of the Group’s overseas subsidiaries. The deferred tax asset will only arise in the event of disposal of the
subsidiaries, and no such disposals are expected in the foreseeable future.
Certain subsidiaries of Sonic Healthcare Limited have undistributed earnings which, if paid out as dividends, would be unfranked
and therefore subject to tax in the hands of the recipient. A taxable temporary difference exists, however no deferred tax liability
has been recognised as the Parent Company is able to control the timing of distributions from these subsidiaries and is not
expected to distribute these profits in the foreseeable future.
g) Tax consolidation legislation
Sonic Healthcare Limited and its wholly-owned Australian subsidiaries implemented the Australian tax consolidation legislation
at 30 June 2004. The accounting policy in relation to this legislation is set out in Note 1(c).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement.
In the opinion of the Directors, the tax sharing agreement is a valid agreement under the tax consolidation legislation and limits
the joint and several liability of the wholly-owned entities in the case of a default by Sonic Healthcare Limited.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Sonic
Healthcare Limited for any current tax payable assumed and are compensated by Sonic Healthcare Limited for any current tax
receivable and deferred tax assets related to unused tax losses or unused tax credits that are transferred to Sonic Healthcare
Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in
the wholly-owned entities’ financial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head
entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of
interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current
intercompany receivables or payables.
97
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 7 | RECEIVABLES – CURRENT
Trade debtors
Less: provision for impairment (a)
Accrued revenue
Amounts owing from other entities and contract assets
Net investment in finance lease receivables
Sundry debtors
2023
$’000
941,962
(170,999)
770,963
133,499
4,702
6,481
106,530
1,022,175
2022
$’000
1,105,304
(174,368)
930,936
156,359
6,665
6,406
117,096
1,217,462
Significant terms and conditions
Trade debtors are generally required to be settled within 30 days.
Sundry debtors generally arise from transactions outside the usual trading activities of the Group. Collateral is not normally
obtained.
Transactions outside the usual operating activities of the Group have given rise to amounts owing from other entities.
Repayments are specified by agreements.
a)
Impaired trade debtors
A provision for impairment loss is recognised using the simplified approach to measuring expected credit losses which uses a
lifetime expected credit loss allowance for all trade receivables and adjusts for any known forward-looking issues specific to the
debtors and the economic environment. To measure the expected credit losses, trade receivables have been grouped based
on shared credit risk characteristics and the days past due. As at 30 June 2023 current trade debtors of the Group with a nominal
value of $170,999,000 (2022: $174,368,000) were impaired.
Movements in the provision for impairment of receivables were as follows:
Opening balance at 1 July
Provisions on acquisition of controlled entities
Provision for impairment expensed+
Foreign exchange movements
Receivables written off
Closing balance at 30 June
+ Excludes amounts written off directly to the Income Statement.
2023
$’000
174,368
20
152,818
7,042
(163,249)
170,999
2022
$’000
191,568
4,923
126,099
11,226
(159,448)
174,368
Amounts charged to the provision account are generally written off when there is no expectation of recovering additional cash in
excess of the cost of recovery.
98
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b) Ageing analysis
At 30 June 2023, the ageing analysis and expected credit losses of trade debtors are as follows:
Not past due
30-60 days past due
60-90 days past due
90-120 days past due
120 days+ past due^
Closing balance at 30 June
Gross value
Expected credit losses
2023
$’000
513,912
153,297
83,594
62,253
128,906
941,962
2022
$’000
649,781
156,342
61,732
66,522
170,927
1,105,304
2023
$’000
24,674
28,976
32,646
30,142
54,561
2022
$’000
26,056
29,858
28,409
28,035
62,010
170,999
174,368
^ FY2022 included a $20 million delayed payment related to a government contract for which no expected credit loss was booked. Payment was received post 30 June 2022.
All other trade debtors and classes within ‘Receivables – current’ do not contain impaired assets and are not past due. Based on
the credit history of these receivables, it is expected that these amounts will be received when due. The Group does not hold
collateral in relation to these receivables.
c) Foreign exchange and interest rate risk
Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is
provided in Note 38. No material carrying amounts of the Group’s trade debtors are denominated in a non-functional currency.
d) Fair value and credit risk
Due to the short-term nature of these receivables, the carrying value is assumed to approximate their fair value. The maximum
exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above.
NOTE 8 | INVENTORIES – CURRENT
Consumable stores at cost
NOTE 9 | OTHER ASSETS – CURRENT
Prepayments
2023
$’000
199,201
2023
$’000
113,801
2022
$’000
216,193
2022
$’000
92,258
99
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 10 | RECEIVABLES – NON-CURRENT
Amounts owing from other entities and contract assets
Net investment in finance lease receivables
2023
$’000
24,759
12,980
37,739
2022
$’000
23,708
14,483
38,191
Undiscounted lease payments receivable
Over 1 and
less than 2
years
Over 2 and
less than 3
years
Over 3 and
less than 4
years
Over 4 and
less than 5
years
1 year
or less
Over 5
years
Total
Unearned
finance
income
Carrying
value
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Finance
leases
Operating
leases
6,944
5,360
4,300
2,452
271
7,215
99
5,459
23
4,323
–
2,452
935
–
935
572
20,563
(1,102)
19,461
–
572
393
20,956
Amounts owing from other entities
Transactions outside the usual operating activities of the Group give rise to these amounts receivable. Interest is charged at
commercial rates and repayments are specified by agreements.
Fair values
The carrying value of non-current receivables approximates their fair value.
Credit risk exposures
The credit risk on financial assets of the Group which have been recognised on the Balance Sheet, other than investments in
shares, is generally the carrying amount, net of any provisions for impairment. Where entities have a right of set-off and intend to
settle on a net basis, this set-off has been reflected in the financial statements in accordance with accounting standards.
None of the non-current receivables are past due or impaired.
NOTE 11 | INVESTMENTS – NON-CURRENT
Investments accounted for using the equity method
Other financial assets
2023
$’000
61,667
114,132
175,799
2022
$’000
63,170
82,052
145,222
The Group has interests in a number of associates and joint ventures that are accounted for using the equity method. The
contribution of these investments is not material to the Group. The most significant amount included within other financial assets
is the Group’s investment into Harrison.ai which is held at cost.
100
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 12 | PROPERTY, PLANT AND EQUIPMENT – NON-CURRENT
At 30 June 2021
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2022
Opening net book amount
Additions
Additions through business combinations
Disposals
Depreciation (Note 4)
Foreign exchange movements
Closing net book amount
At 30 June 2022
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2023
Opening net book amount
Additions
Additions through business combinations (Note 29)
Disposals
Depreciation (Note 4)
Foreign exchange movements
Closing net book amount
At 30 June 2023
Cost
Accumulated depreciation
Net book amount
Freehold land
& buildings
$’000
342,797
(83,451)
259,346
259,346
4,210
–
(141)
(6,975)
1,895
258,335
351,999
(93,664)
258,335
258,335
54,812
–
(424)
(8,721)
6,238
310,240
415,624
(105,384)
310,240
Plant &
equipment
$’000
2,823,383
(1,824,347)
999,036
999,036
296,438
22,887
(4,582)
(247,672)
(3,321)
1,062,786
3,079,569
(2,016,783)
1,062,786
1,062,786
342,873
3,557
(5,182)
(252,422)
49,078
1,200,690
3,496,813
(2,296,123)
1,200,690
Total
$’000
3,166,180
(1,907,798)
1,258,382
1,258,382
300,648
22,887
(4,723)
(254,647)
(1,426)
1,321,121
3,431,568
(2,110,447)
1,321,121
1,321,121
397,685
3,557
(5,606)
(261,143)
55,316
1,510,930
3,912,437
(2,401,507)
1,510,930
Non-current assets pledged as security
Refer to Note 32 for information on non-current assets pledged as security by the Group.
101
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 13 | RIGHT-OF-USE ASSETS – NON-CURRENT
Buildings
Equipment
2023
$’000
1,272,246
14,930
1,287,176
2022
$’000
1,284,249
19,494
1,303,743
Additions to the right-of-use assets during the 2023 financial year comprised $170,927,000 (2022: $220,481 ,000) of new leases,
including those added through business acquisitions, and $175,615,000 (2022: $173,211,000) of remeasured leases (including
recognition of option periods).
102
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 14 | INTANGIBLE ASSETS – NON-CURRENT
Brand names
Goodwill
Software+
$’000
$’000
$’000
At 30 June 2021
Cost
Accumulated amortisation and impairment
Net book amount
188,962
(55,022)
133,940
6,331,159
801,719
(99,312)
(467,264)
6,231,847
334,455
Other
$’000
20,735
(8,726)
12,009
Total
$’000
7,342,575
(630,324)
6,712,251
Year ended 30 June 2022
Opening net book amount
Acquisition of businesses
Additions – externally acquired
Additions – internally generated
Disposals
Foreign exchange movements
Amortisation charge (Note 4)
Closing net book amount
At 30 June 2022
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2023
Opening net book amount
Acquisition of businesses (Note 29)
Additions – externally acquired
Additions – internally generated
Disposals
Foreign exchange movements
Amortisation charge (Note 4)
Closing net book amount
At 30 June 2023
Cost
Accumulated amortisation and impairment
133,940
6,231,847
334,455
12,009
6,712,251
–
–
–
–
–
–
476,461
–
–
–
144,654
–
133,940
6,852,962
102
20,079
70,868
(3)
3,878
(66,909)
362,470
187,769
(53,829)
133,940
6,949,409
899,445
(96,447)
(536,975)
6,852,962
362,470
–
689
–
–
497
(1,081)
12,114
21,921
(9,807)
12,114
476,563
20,768
70,868
(3)
149,029
(67,990)
7,361,486
8,058,544
(697,058)
7,361,486
133,940
6,852,962
362,470
12,114
7,361,486
–
–
–
–
–
–
64,507
–
–
–
319,960
–
133,940
7,237,429
14
28,709
76,679
(113)
7,217
(70,101)
404,875
–
2,500
–
–
290
(1,529)
64,521
31,209
76,679
(113)
327,467
(71,630)
13,375
7,789,619
188,493
(54,553)
7,335,616
1,031,525
24,711
8,580,345
(98,187)
(626,650)
(11,336)
(790,726)
Net book amount
133,940
7,237,429
404,875
13,375
7,789,619
+ Software includes both externally acquired software and capitalised development costs, being an internally generated intangible asset.
103
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 a)
Impairment testing of goodwill and intangibles with indefinite useful lives
Goodwill is allocated to the Group’s cash-generating units (CGUs) for the purposes of assessing impairment according to
business segment and geographic location. A summary of the goodwill allocation is presented below.
2023
Australia
Laboratory
UK
Laboratory
USA
Laboratory
Germany
Laboratory
Switzerland
Laboratory
Belgium
Laboratory
Radiology
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
1,024,988
133,793
2,844,637
1,405,252
697,231
538,075
593,453
7,237,429
2022
Australia
Laboratory
UK
Laboratory
USA
Laboratory
Germany
Laboratory
Switzerland
Laboratory
Belgium
Laboratory
Radiology
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
996,171
124,174
2,744,228
1,299,852
609,150
497,249
582,138
6,852,962
The carrying value of brand names of $133,940,000 at 30 June 2023 relates solely to the Australia Laboratory CGU and the
recoverable amounts are assessed as part of the recoverable amount of the CGU.
The recoverable amount of a CGU is determined based on value in use calculations. These calculations use cash projections
based on financial budgets/forecasts approved by management covering a five-year period. Cash flows beyond the five-year
period are extrapolated using the terminal growth rates stated below. The growth rate does not exceed the long-term average
growth rate for the business in which the CGU operates.
b) Key assumptions used for value in use calculations
The recoverable amount of each cash-generating unit is the net present value of the future cash flows of the cash-generating
unit. Recoverable amounts have been assessed using management’s best estimates of:
¡ FY2024 Board approved profit and loss and cash flow budgets for each cash-generating unit;
¡ forecast earnings growth factors (pre-tax) consistent with historical growth rates, current performance and expected changes;
¡ prevailing market based pre-tax discount rates taking into account the interest rate environment of different geographies; and
¡ assessments of terminal growth rates, predominantly based on long term inflation rates.
2023
Australia
Laboratory
UK
Laboratory
USA
Laboratory
Germany
Laboratory
Switzerland
Laboratory
Belgium
Laboratory
Radiology
Average earnings growth rate
Discount rate
Terminal growth rate
~7%
11.8%
2.7%
~7%
11.6%
3.0%
~8%*
10.2%
2.6%
~5%
10.8%
2.5%
~5%
6.7%
0.5%
~6%
9.7%
2.5%
~8%
11.8%
2.7%
2022
Australia
Laboratory
UK
Laboratory
USA
Laboratory
Germany
Laboratory
Switzerland
Laboratory
Belgium
Laboratory
Radiology
Average earnings growth rate
Discount rate
Terminal growth rate
~6%
11.3%
2.7%
~7%
10.2%
2.4%
~7%
9.6%
2.5%
~4%
9.9%
1.8%
~5%
7.5%
0.5%
~5%
8.8%
2.3%
~8%
11.3%
3.0%
*The USA Laboratory average earnings growth rate shown above excludes the modelled expected benefits of an enhanced
revenue collection system (~US$60m p.a.) which has been trialled and is now being rolled out nationally and other specific
initiatives planned to occur in FY2024 (~US$30m p.a.).
104
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 After performing sensitivity analysis, management believes that any reasonably possible change in the key assumptions on
which the recoverable amount has been assessed would not cause the carrying amount to exceed the recoverable amount in
any of the cash-generating units other than potentially for the Belgium and USA Laboratory CGUs.
Belgium
¡ An increase in the pre-tax discount rate of 28 basis points, decrease in the terminal growth rate of 25 basis points or decrease
in the earnings growth rate of 125 basis points would cause the recoverable amount to be equal to the carrying value for the
Belgium Laboratory CGU. Management action would be taken to respond to any adverse changes in assumptions to mitigate
the impact of any such change.
USA
¡ In the circumstance that the majority of the US$90m p.a. of expected benefits noted above fail to materialise, and other
management actions taken and/or business performance do not mitigate the impact of any such change, the carrying value
of the US cash-generating unit would be in excess of the recoverable amount under the value in use valuation approach. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. In the circumstance described
above, the Company would apply the fair value less costs of disposal methodology.
NOTE 15 | DEFERRED TAX ASSETS – NON-CURRENT
Deferred tax assets
The balance comprises temporary differences attributable to
Amounts recognised in profit or loss
Doubtful debts
Employee benefits
Sundry accruals
Unrealised foreign exchange movements
Lease liability
Tax losses
Amounts recognised directly in equity/other comprehensive income
Share issue costs incurred in prior years
Deferred tax assets
Less: amounts offset against deferred tax liabilities (Note 23)
Net deferred tax assets
Movements
Opening balance at 1 July
Credited/(charged) to the Income Statement (Note 6)
Foreign exchange movements
Acquisition/disposal of subsidiaries
Closing balance at 30 June
2023
$’000
72,375
50,144
90,410
67,868
2,015
393,869
14,411
618,717
7
618,724
(546,349)
72,375
68,991
9,373
(5,666)
(323)
72,375
2022
$’000
68,991
57,383
89,541
82,747
(310)
391,376
3,319
624,056
552
624,608
(555,617)
68,991
65,276
(1,974)
3,291
2,398
68,991
105
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 16 | OTHER ASSETS – NON-CURRENT
Prepayments
NOTE 17 | PAYABLES – CURRENT
Trade creditors
Sundry creditors and accruals
Fair value and risk exposure
2023
$’000
7,820
2023
$’000
255,799
704,193
959,992
2022
$’000
7,349
2022
$’000
243,800
774,752
1,018,552
Due to the short-term nature of these payables, the carrying value is assumed to approximate their fair value. Information about
the Group’s exposure to foreign currency exchange rate risk is provided in Note 38.
NOTE 18 | LEASE LIABILITIES
2023
$’000
346,791
1,080,228
1,427,019
2022
$’000
341,858
1,093,945
1,435,803
Current
Non–current
106
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 19 | TAX LIABILITIES – CURRENT
Income tax
NOTE 20 | PROVISIONS – CURRENT
Employee benefits
Lease exit costs
2023
$’000
220,608
2023
$’000
342,608
114
342,722
2022
$’000
374,259
2022
$’000
328,166
70
328,236
The lease exit costs represent future payments for leased premises under non-cancellable operating leases. Movements in lease
exit costs during the financial year are set out below:
Carrying amount at 1 July 2022
Amounts used during year
Additional provisions recognised
Foreign exchange movements
Carrying amount at 30 June 2023
Representing lease exit costs:
Current
Non–current (Note 24)
Total
$’000
20,957
(70)
344
1,752
22,983
114
22,869
22,983
107
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 21 | OTHER LIABILITIES – CURRENT
Unsecured
Amounts owing to vendors
Other
2023
$’000
7,817
413
8,230
2022
$’000
21,145
224
21,369
The amounts owing to vendors comprise deferred consideration for business acquisitions made in the current and prior periods
(refer Note 29). Amounts owing to vendors and other loans are non-interest bearing. The carrying value of these amounts
approximates their fair value.
NOTE 22 | INTEREST-BEARING LIABILITIES – NON-CURRENT
Unsecured
Bank loans
USPP notes (a)
2023
$’000
3,278
1,670,183
1,673,461
2022
$’000
–
1,576,934
1,576,934
Details of the fair values and interest rate risk exposure relating to each of these liabilities are set out in Note 38.
a) USPP notes
In November 2014 Sonic issued €110M of notes with a tenor of 10 years. In June 2016 and November 2016 Sonic issued €45M
and €200M of notes with tenors of 10 years. In October 2017 Sonic issued €75M and €85M of notes with tenors of 7 and 15
years respectively. In January 2020 Sonic issued a further US$300M, US$150M and US$100M of notes with tenors of 10,12 and
15 years respectively.
108
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b) Financing facilities available
At 30 June 2023, the following financing facilities were available:
2023
Bank overdraft
Bank loans
Syndicated facilities multicurrency Euro limits
Syndicated facilities multicurrency CHF limits
Syndicated facilities multicurrency AUD limits
Syndicated facilities multicurrency USD limits
Bilateral facilities multicurrency Euro limits
Notes held by USA investors – USD
Notes held by USA investors – Euro
Leasing and hire purchase facilities
2022
Bank overdraft
Bank loans
Syndicated facilities multicurrency Euro limits
Syndicated facilities multicurrency CHF limits
Club revolving facility AUD limits
Club revolving facility USD limits
Notes held by USA investors – USD
Notes held by USA investors – Euro
Leasing and hire purchase facilities
Total facilities at
30 June 2023
Facilities used at
30 June 2023
Facilities unused
at 30 June 2023
000’s
A$4,647
000’s
A$0
000’s
A$4,647
€2,000
€341,990
€343,990
CHF125,000
A$157,000
US$100,000
€165,000
CHF0
A$0
US$0
€0
US$550,000
US$550,000
€515,000
A$15,873
€515,000
A$10,873
CHF125,000
A$157,000
US$100,000
€165,000
US$0
€0
A$5,000
Total facilities at
30 June 2022
Facilities used at
30 June 2022
Facilities unused
at 30 June 2022
000’s
A$4,220
€279,990
CHF125,000
A$48,000
US$100,000
000’s
A$0
€0
CHF0
A$0
US$0
US$550,000
US$550,000
€515,000
A$19,866
€515,000
A$14,866
000’s
A$4,220
€279,990
CHF125,000
A$48,000
US$100,000
US$0
€0
A$5,000
Facilities used at 30 June 2023 total A$1,684,334,000 (2022: A$1,591,800,000).
109
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 23 | DEFERRED TAX LIABILITIES – NON-CURRENT
Deferred tax liabilities
The balance comprises temporary differences attributable to
Amounts recognised in profit or loss
Prepayments and sundry debtors
Inventories
Accrued revenue
Right-of-use assets
Intangibles
Property, plant and equipment
Capitalised costs
Less: amounts offset against deferred tax assets (Note 15)
Net deferred tax liabilities
Movements
Opening balance at 1 July
Charged to the Income Statement (Note 6)
Charged to other comprehensive income
Amounts recognised directly in equity
Foreign exchange movements
Closing balance at 30 June
2023
$’000
332,731
21,145
15,291
21,099
357,585
346,704
115,968
1,288
879,080
(546,349)
332,731
264,240
60,867
1,342
(4)
6,286
332,731
2022
$’000
264,240
22,681
19,450
22,673
357,471
293,008
104,488
86
819,857
(555,617)
264,240
190,505
56,323
5,233
(8)
12,187
264,240
110
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 24 | PROVISIONS – NON-CURRENT
Employee benefits
Retirement benefit obligations
Lease exit costs
2023
$’000
33,871
47,121
22,869
103,861
2022
$’000
33,973
44,385
20,887
99,245
a) Retirement benefit obligations
Certain employees of the Group are entitled to benefits from superannuation plans on retirement, disability or death. The
Group contributes to defined contribution plans for the majority of employees. The defined contribution plans receive fixed
contributions from Group companies and the Group’s legal or constructive obligation is limited to these contributions. The Group
has defined benefit plans in relation to certain non-Australian employees. The defined benefit plans provide lump sum benefits
based on years of service and final average salary.
The following sets out details in respect of defined benefit plans only.
b) Balance Sheet amounts
The amounts recognised in the Balance Sheet are determined as follows:
Present value of the defined benefit plan obligations
Fair value of defined benefit plan assets
Net liability in the Balance Sheet
2023
$’000
432,768
(385,647)
47,121
2022
$’000
366,388
(322,003)
44,385
The Group has no legal obligation to settle this liability with an immediate contribution or additional one-off contributions.
The Group intends to continue to contribute to the Medisupport Group and Medica Laboratory Group defined benefit plans
at a percentage of insured salaries (2.4% to 10.3% dependent on the employee’s age bracket) in line with the actuary’s latest
recommendations and Swiss laws. No contributions are required to be made by the Group to the Bioscientia Healthcare Group
defined benefit plan as future benefits are paid directly by Bioscientia and not from a separate plan asset pool.
111
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 c) Categories of plan assets
The major categories of plan assets as a percentage of total plan assets are as follows:
Cash – quoted
Mortgages – quoted
Real estate – quoted
Bonds – quoted
Equities – quoted
Alternative investments – quoted
d) Reconciliations
Reconciliation of the present value of the defined benefit
obligation, which is partly funded
Balance at the beginning of the year
Current service cost
Past service cost
Interest cost
Actuarial (gains)
Benefits paid
Member contributions
Additions through business combinations
Other
Foreign exchange movements
Balance at the end of the year
Reconciliation of the fair value of plan assets
Balance at the beginning of the year
Interest income
Actuarial (losses)
Contributions by Group companies
Benefits paid
Member contributions
Additions through business combinations
Other
Foreign exchange movements
Balance at the end of the year
112
2023
%
1.4
1.4
16.0
38.2
37.2
5.8
100.0
2023
$’000
366,388
9,840
1,846
7,972
(237)
(5,274)
10,892
15,957
(14,528)
39,912
432,768
322,003
7,471
(1,171)
13,423
(4,134)
10,892
16,008
(14,528)
35,683
385,647
2022
%
2.3
1.3
15.7
35.9
38.4
6.4
100.0
2022
$’000
380,917
10,287
(2,434)
1,949
(52,684)
(4,339)
8,687
–
9,482
14,523
366,388
305,675
1,465
(23,618)
10,438
(3,228)
8,687
–
9,482
13,102
322,003
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 e) Amounts recognised in Income Statement
Current service cost
Past service cost
Net interest expense
Total included in the employee benefit expense
f) Amounts recognised in Statement of Comprehensive Income
Actuarial (losses)/gains recognised in the year
Cumulative actuarial (losses) recognised in the Statement of Comprehensive Income
g) Principal actuarial assumptions
The principal actuarial assumptions used (expressed as weighted averages) were as follows:
Discount rate
Future salary increases
2023
$’000
9,840
1,846
501
12,187
(1,454)
(2,254)
2023
%
2.1
1.4
2022
$’000
10,287
(2,434)
484
8,337
23,688
(800)
2022
%
1.5
1.2
If the discount rate had increased/decreased by 100 basis points (2022: 25 basis points), the impact on the net defined benefit
obligation would have been a decrease of 85.6%/increase of 94.3% (2022: decrease of 19.2%/increase of 20.4%). The sensitivity
analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur,
and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation
to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the Balance Sheet.
h) Employer contributions
Medisupport Group and Medica Laboratory Group defined benefit plans
Employer contributions to the defined benefit plans are based on recommendations by the plan’s actuary. Actuarial assessments
are made on a yearly basis.
The objective of funding is to ensure that the benefit entitlements of members and other beneficiaries are fully funded by the time
they become payable. To achieve this objective, the actuary has adopted a method of funding which seeks to have benefits funded
by means of a total contribution which is expected to be a percentage of members’ insured salaries over their working lifetimes.
Using the funding method described above and actuarial assumptions, the actuary recommended in the latest actuarial review
the payment of employer contributions varying from 2.4% to 10.3% (2022: 2.4% to 10.3%) of the insured salaries of employees
based on the employee age bracket and in accordance with Swiss laws.
Total employer contributions expected to be paid by Group companies for the year ending 30 June 2024 are based on the 2023
rates and are estimated at $14,780,000 (2022: $10,118,000).
The weighted average duration of the defined benefit obligation is 13.3 years (2022: 13.4 years).
113
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 i) Experience adjustments
Experience adjustments arising on plan liabilities
Experience adjustments arising on plan assets
NOTE 25 | OTHER LIABILITIES – NON-CURRENT
Unsecured
Amounts owing to vendors
Other
2023
$’000
(4,130)
(1,171)
2023
$’000
23,915
228
24,143
2022
$’000
(17,740)
(23,618)
2022
$’000
4,990
211
5,201
The amounts owing to vendors comprises deferred consideration for business acquisitions made in current and prior periods
(refer Note 29). These amounts are non-interest bearing. The carrying amount approximates their fair value.
NOTE 26 | CONTRIBUTED EQUITY
a) Share capital
Fully paid ordinary shares
Other equity securities
Treasury shares
2023
Shares
2022
Shares
2023
$’000
2022
$’000
470,805,824
471,798,972
3,842,423
3,866,850
–
(162,347)
–
(5,902)
470,805,824
471,636,625
3,842,423
3,860,948
b) Movements in ordinary share capital
Details
Date
2022
Number of shares
Issue price
1/7/21
Opening balance of the Group
Various
Own shares acquired during buyback
477,923,301
(8,294,495)
Various
Shares issued following exercise of employee options/rights
2,170,166
Various
Various
Transfers from equity remuneration reserve
Various
Costs of share transactions net of tax
30/6/22
Balance of the Group
–
–
471,798,972
Total
$’000
4,082,121
(291,110)
67,592
8,265
(18)
3,866,850
114
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Details
Date
2023
Number of shares
Issue price
1/7/22
Opening balance of the Group
Various
Own shares acquired during buyback
471,798,972
(4,288,073)
Total
$’000
3,866,850
(134,100)
Various
Shares issued following exercise of employee options/rights
3,294,925
Various
100,763
Various
Transfers from equity remuneration reserve
Various
Costs of share transactions net of tax
–
–
8,917
(7)
30/6/23
Balance of the Group
470,805,824
3,842,423
c) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to
the number of shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is
entitled to one vote, and upon a poll each share is entitled to one vote.
d) Options and performance rights
Details of options and performance rights issued, exercised and forfeited during the financial year and options and performance
rights outstanding at the end of the financial year are set out in Note 34.
e) Dividend Reinvestment Plan
The Company’s DRP remained suspended for the 30 June 2023 final dividend.
f) Treasury shares
Treasury shares are shares in Sonic Healthcare Limited that are held by the Sonic Healthcare Limited Employee Share Trust
(SHEST) for the purpose of providing shares under selected Group equity plans.
Details
Date
2022
1/7/21
Opening balance
Various
On-market purchase of treasury shares by SHEST
29/6/22
Own shares acquired during buyback but not cancelled
Various
Subscription for unissued shares by SHEST
Various
Transfer of shares to employees to satisfy exercise of options/rights
30/6/22
Balance of the Group
Details
Date
2023
1/7/22
Opening balance
29/7/22
Own shares acquired during buyback in FY2022, now cancelled
Various
Subscription for unissued shares by SHEST
Various
Transfer of shares to employees to satisfy exercise of options/rights
30/6/23
Balance of the Group
Number of shares
4,754
200,000
95,765
947,666
(1,085,838)
162,347
Number of shares
162,347
(95,765)
1,667,925
(1,734,507)
–
Total
$’000
140
8,271
3,167
39,628
(45,304)
5,902
Total
$’000
5,902
(3,167)
57,183
(59,918)
–
115
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 27 | RESERVES AND RETAINED EARNINGS
a) Reserves
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Equity remuneration reserve
Foreign currency translation reserve
Share option reserve
Revaluation reserve
Financial assets at FVOCI reserve
Transactions with minority interests
Movements
Equity remuneration reserve
Balance 1 July
Share-based payments
Employee share scheme issue
Transfer to share capital (options exercised)
Balance 30 June
Foreign currency translation reserve
Balance 1 July
Net exchange movement on translation of foreign subsidiaries
Balance 30 June
Share option reserve
Balance 1 July
Movement
Balance 30 June
Revaluation reserve
Balance 1 July
Movement
Balance 30 June
Financial assets at FVOCI reserve
Balance 1 July
Fair value gain in period
Balance 30 June
Transactions with minority interests
Balance 1 July
Acquisition of minority interests
Net exchange movement
Balance 30 June
116
2023
$’000
(123,199)
475,760
16,427
3,272
1,921
(34,297)
339,884
(113,512)
18,453
(19,223)
(8,917)
(123,199)
166,967
308,793
475,760
16,427
–
16,427
3,272
–
3,272
–
1,921
1,921
(11,982)
(21,125)
(1,190)
(34,297)
2022
$’000
(113,512)
166,967
16,427
3,272
–
(11,982)
61,172
(98,060)
17,240
(24,427)
(8,265)
(113,512)
70,871
96,096
166,967
16,427
–
16,427
3,272
–
3,272
–
–
–
(11,668)
–
(314)
(11,982)
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 i)
Equity remuneration reserve
The equity remuneration reserve reflects the fair value of equity-settled share-based payments. Fair values are determined using
a pricing model consistent with the Black Scholes methodology and recognised over the service period up to the vesting date.
When shares are issued or options are exercised the associated fair values are transferred to share capital.
ii)
Foreign currency translation reserve
Exchange differences arising on translation of the foreign subsidiaries are taken to the foreign currency translation reserve as
described in accounting policy Note 1(d)(iii).
iii) Share option reserve
The share option reserve reflects the value of options issued as part of consideration for business combinations. The value of
the options represents the assessed fair value at the date they were granted and has been determined using a pricing model
consistent with the Black Scholes methodology that takes into account the exercise price, the term of the option, the impact of
dilution, the non-tradeable nature of the option, the current price and expected volatility of the underlying share, the expected
dividend yield, and the risk-free interest rate for the term of the option.
iv) Revaluation reserve
The revaluation reserve is used to record increments and decrements on the initial revaluation of non-current assets.
v)
Financial assets at FVOCI reserve
This reserve is used to measure the fair value movements in equity securities which are not held for trading and which the
Group has irrevocably elected at initial recognition to recognise in this category. These are strategic investments and the Group
considers this classification to be the most appropriate.
vi) Transactions with minority interests
This reserve is used to record the differences described in Note 1(b) which may arise as a result of transactions with minority
interests that do not result in a loss of control in addition to transfers from the minority interests account on disposal of a
subsidiary.
b) Retained earnings
Retained earnings at the beginning of the financial year
Net profit attributable to members of Sonic Healthcare Limited
Dividends paid in the year (Note 5)
Actuarial (losses)/gains on retirement benefit obligations (Note 24)
Retained earnings at the end of the financial year
NOTE 28 | DEED OF CROSS GUARANTEE
2023
$’000
3,351,020
684,984
(480,353)
(1,454)
3,554,197
2022
$’000
2,322,163
1,460,566
(455,397)
23,688
3,351,020
The ‘Closed Group’ (refer Note 29) are parties to a Deed of Cross Guarantee dated 25 May 2022 under which each company
guarantees the debts of the others. By entering into the deed, the wholly-owned entities which are large proprietary companies
have been relieved from the requirements of the Corporations Act 2001 to prepare and lodge a financial report, directors’ report
and auditor’s report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
The companies represent a ‘Closed Group’ for the purposes of the Instrument, and as there are no other parties to the Deed of
Cross Guarantee that are controlled by Sonic Healthcare Limited, they also represent the ‘Extended Closed Group’.
117
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 a) Consolidated Income Statement of the Extended Closed Group
Revenue
Labour and related costs
Consumables used
Depreciation
Utilities
Borrowing costs
Amortisation of intangibles
Transportation
Other expenses from ordinary activities
Profit before income tax expense
Income tax expense
Net profit attributable to members of the Extended Closed Group
2023
$’000
3,561,635
(1,661,100)
(344,243)
(363,568)
(75,678)
(52,004)
(34,934)
(24,159)
(311,578)
694,371
(91,625)
602,746
2022
$’000
3,969,384
(1,620,115)
(377,696)
(353,596)
(78,349)
(57,045)
(31,381)
(22,836)
(291,853)
1,136,513
(289,214)
847,299
b) Consolidated Statement of Comprehensive Income of the Extended Closed Group
Profit from ordinary activities after income tax expense
602,746
847,299
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Items that will not be reclassified to profit or loss
Fair value gain on financial asset
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
c) Reconciliation of retained earnings
Retained earnings at the beginning of the financial year
Profit from ordinary activities after income tax expense
Dividends paid during the year
Retained earnings at the end of the financial year
118
2,279
1,921
4,200
606,946
943,196
602,746
(480,353)
1,065,589
(873)
–
(873)
846,426
551,294
847,299
(455,397)
943,196
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 d) Consolidated Balance Sheet of the Extended Closed Group
Current assets
Cash and cash equivalents
Receivables
Inventories
Other
Total current assets
Non-current assets
Receivables
Investments
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Other
Total non-current assets
Total assets
Current liabilities
Payables
Lease liabilities
Current tax liabilities
Provisions
Other
Total current liabilities
Non-current liabilities
Interest-bearing liabilities
Lease liabilities
Provisions
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Parent Company interest
Contributed equity
Reserves
Retained earnings
Total equity
2023
$’000
141,954
1,180,154
56,355
30,010
1,408,473
31,289
3,255,876
688,691
689,617
1,888,420
29,807
63
6,583,763
7,992,236
639,057
234,356
106,186
266,603
495
2022
$’000
245,624
1,177,851
65,047
22,559
1,511,081
33,623
3,113,022
648,166
720,386
1,856,964
17,038
–
6,389,199
7,900,280
546,448
233,138
240,686
254,606
150
1,246,697
1,275,028
1,276,198
517,534
24,905
24,954
605
1,844,196
3,090,893
4,901,343
3,921,317
(85,563)
1,065,589
4,901,343
1,246,986
545,181
24,759
14,634
705
1,832,265
3,107,293
4,792,987
3,929,866
(80,075)
943,196
4,792,987
119
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 29 | INVESTMENTS IN SUBSIDIARIES
Details of subsidiaries
Subsidiaries of Sonic Healthcare Limited
Clinpath Laboratories Pty Limited (i)
Douglass Hanly Moir Pathology Pty Limited (i)
Lifescreen Australia Pty Limited
Redlands X-Ray Services Pty Limited
Sonic Healthcare Genetics Pty Limited
Sonic Clinical Trials Pty Limited
Sonic Healthcare Services Pty Limited (i)
Sonic Healthcare Australia Radiology Pty Limited (i)
Southern Pathology Services Pty Limited (i)
Sonic Clinical Services Pty Limited (i)
Sonic Healthcare (UK) Pty Limited
Sonic Healthcare (Ireland) Limited
Sonic Healthcare Holding Company
Sonic Healthcare Europe GmbH
Sonic Healthcare Germany GmbH & Co. KG
Other subsidiaries in the Group
Canberra X-Ray Pty Limited (i)
Capital Pathology Pty Limited (i)
Castlereagh Co Pty Limited (i)
Castlereagh Services Pty Limited (i)
Consultant Pathology Services Pty Limited (i)
Diagnostic Services Pty Limited (i)
Hanly Moir Pathology Pty Limited (i)
San Pathology Pty Limited (i)
Hunter Imaging Group Pty Limited (i)
Hunter Valley X-Ray Pty Limited
Sonic Healthcare Australia Pathology Pty Limited (i)
IRG Co Pty Limited (i)
L & A Services Pty Limited (i)
Melbourne Pathology Pty Limited (i)
Melbourne Pathology Services Pty Limited
Melbourne Pathology Cabrini Pty Limited
Epworth Pathology
Epworth Medical Imaging Pty Limited
Radiology Victoria Pty Limited
Northern Pathology Pty Limited (i)
Pacific Medical Imaging Pty Limited (i)
Country of
incorporation
Class
of share
Beneficial
interest
Beneficial
interest
2023
2022
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ireland
United Kingdom
Germany
Germany
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
%
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
50.1
50.1
80
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
50.1
50.1
80
100
100
100
(i) These subsidiaries comprise the ‘Closed Group’ under the Deed of Cross Guarantee. By entering into the deed wholly-owned entities which are large proprietary
companies have been granted relief from the necessity to prepare a financial report, directors’ report and auditor’s report in accordance with ASIC Corporations (Wholly-
owned Companies) Instrument 2016/785. For further information see Note 28.
120
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023
Details of subsidiaries
Paedu Pty Limited (i)
Queensland X–Ray Pty Limited (i)
Ultrarad No 2 Trust
SKG Radiology Pty Limited (i)
Sonic Healthcare International Pty Limited (i)
Sonic Healthcare Pathology Pty Limited
A.C.N. 094 980 944 Pty Limited (i)
Sonic Medlab Holdings Australia Pty Limited (i)
Sonic Pathology (Queensland) Pty Limited (i)
Sonic Pathology (Victoria) Pty Limited (i)
A.C.N. 002 889 545 Pty Limited (i)
Clinipath Pathology Pty Limited (i)
Sullivan Nicolaides Pty Limited (i)
Sunton Pty Limited (i)
IPN Healthcare Pty Limited (i)
IPN Healthcare (VIC) Pty Limited (i)
IPN Medical Centres Pty Limited (i)
IPN Medical Centres (QLD) Pty Limited (i)
IPN Medical Centres (NSW) Pty Limited (i)
IPN Medical Centres (VIC) Pty Limited (i)
Medihelp Services Pty Limited (i)
Sonic HealthPlus Pty Limited (i)
Gemini Medical Services Pty Limited (i)
Prime Health Group Pty Limited (i)
IPN Clinics Victoria Pty Limited (i)
IPN Medical Victoria Pty Limited (i)
Matrix Skin Cancer Clinics Pty Limited (i)
Vita Group Limited
Artisan Aesthetics Group Pty Limited
Cosmedcloud Pty Limited
LabKom Biochemische Dienstleistungen GmbH
Bioscientia Institut für medizinische Diagnostik GmbH
Labor Augsburg MVZ GmbH
Labor 28 GmbH
GLP medical GmbH
Labor Dr. von Froreich GmbH
Labor Lademannbogen MVZ GmbH
MVZ Labor für Cytopathologie Dr. Steinberg GmbH
MVZ Medizinisches Labor Oldenburg Dr. Müller GmbH
MVZ Pathologie Berlin Berger Fietze Linke Nadjari GmbH
Country of
incorporation
Class
of share
Beneficial
interest
Beneficial
interest
2023
2022
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Ord
Ord
Units
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
%
100
100
99.9
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
99.9
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
(i) These subsidiaries comprise the ‘Closed Group’ under the Deed of Cross Guarantee. By entering into the deed wholly-owned entities which are large proprietary
companies have been granted relief from the necessity to prepare a financial report, directors’ report and auditor’s report in accordance with ASIC Corporations (Wholly-
owned Companies) Instrument 2016/785. For further information see Note 28.
121
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023
Details of subsidiaries
Country of
incorporation
Class
of share
Beneficial
interest
Beneficial
interest
2023
2022
Labor Deutscher Platz Leipzig MVZ GmbH
MVZ für Histologie, Zytologie und molekulare Diagnostik Trier GmbH
MVZ für Histologie, Zytologie und molekulare Diagnostik Düren GmbH
MVZ Medizinisches Labor Nord GmbH
MVZ Bioscientia Labor Duisburg GmbH
Biovis Diagnostik MVZ GmbH
Dr. Staber & Kollegen GmbH
Med–Lab Med. Dienstleistungs GmbH
Med–Lab GmbH Kassel
MVZ Medizinisches Labor Bremen GmbH
MVZ Medizinisches Labor Celle GmbH
Medlab Central Limited (i)
Medica Ärztebedarf AG
Medica Medizinische Laboratorien Dr F Kaeppeli AG
Medisupport SA
Dianalabs SA
Dianapath SA
Imagerie du Flon SA
MCL Medizinische Laboratorien AG
Ortho–Analytic AG
Polyanalytic S.A.
Proxilab analyses médicales SA
Aurigen SA
Laboratoires BBV S.A.
Bioexam AG
Medizinische Laboratorien Dr. Toggweiler AG
Bioanalytica AG
Ecobion SA
The Doctors Laboratory Limited
TDL Genetics Limited
NWLHT Analytical LLP
NWLHT Facilities LLP
Health Services Laboratories LLP
HSL (Nominee) Ltd
HSL (Analytics) LLP
HSL (FM) LLP
HSL Pathology LLP
LABex Analytics LLP
LABex Facilities LLP
SH Euro Finance PLC
Medlab Pathology Limited
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
New Zealand
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Ireland
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.8
100
78.8
100
100
90
100
100
100
100
100
100
100
100
100
100
100
51
51
51
51
51
100
100
100
100
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99.8
100
–
100
100
90
100
100
100
100
100
100
100
100
100
100
100
51
51
51
51
51
100
100
100
100
(i) These subsidiaries comprise the ‘Closed Group’ under the Deed of Cross Guarantee. By entering into the deed wholly-owned entities which are large proprietary
companies have been granted relief from the necessity to prepare a financial report, directors’ report and auditor’s report in accordance with ASIC Corporations (Wholly-
owned Companies) Instrument 2016/785. For further information see Note 28.
122
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023
Details of subsidiaries
Sonic Healthcare USA Investments, Inc.
Clinical Pathology Laboratories, Inc.
Pathology Laboratories, Inc.
American Esoteric Laboratories, Inc.
Memphis Pathology Laboratory
Sonic Healthcare USA, Inc.
Sunrise Medical Laboratories, Inc.
Clinical Laboratories of Hawaii, LLP
Pan Pacific Pathologists, LLC
BMHSI/AEL Microbiology Laboratory, GP
East Side Clinical Laboratory, Inc.
Connecticut Laboratory Partnership, LLC
CBLPath, Inc.
WestPac Labs, Inc.
Aurora Diagnostics, LLC
Aurora Research Institute, LLC
Bernhardt Laboratories, Inc.
Cleveland Skin Pathology Laboratory, Inc.
Consultants in Laboratory Medicine of Greater Toledo, Inc.
Cytopath, Inc.
Dermpath New England, LLC
Greensboro Pathology, LLC
Pathology Solutions, LLC
Richard Bernert, LLC
Seacoast Pathology, Inc.
Twin Cities Dermatopathology, LLC
ProPath Services, LLC
New England Tissue Issue, PLLC
Sonic Healthcare Benelux NV
Medvet BV
A.M.L. BV
Klinisch Labo Rigo BV
A.M.L. West BV
Country of
incorporation
Class
of share
Beneficial
interest
Beneficial
interest
2023
2022
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
Belgium
Belgium
Belgium
Belgium
Belgium
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
%
100
100
100
100
100
100
100
100
100
74.6
100
51
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
74.6
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
123
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Business combinations
a) Acquisition of subsidiaries/business assets
Acquisitions of subsidiaries/business assets in the period comprised a number of small healthcare and related businesses.
The initial accounting for these business combinations has only been determined provisionally at the date of this report, as
the Group is still in the process of reviewing the acquisition balance sheets and identifying assets and liabilities not previously
recorded so as to determine the fair values of the identifiable assets, liabilities and contingent liabilities acquired. The contribution
the acquisitions made to the Group’s profit during the period was immaterial individually and in aggregate.
The aggregate cost of the acquisitions, the provisional values of the identifiable assets and liabilities, and the goodwill arising on
acquisition are detailed below:
Consideration – cash paid
Less: cash of entities acquired
Deferred consideration
Total consideration
Fair value of identifiable net assets of businesses acquired
Debtors and other receivables
Prepayments
Inventory
Property, plant and equipment
Right-of-use assets
Identifiable intangibles
Deferred tax assets
Trade creditors
Sundry creditors and accruals
Lease liabilities
Current tax liabilities
Deferred tax liabilities
Provisions
Minority interests
Goodwill
Total
$’000
61,375
(7,849)
53,526
8,209
61,735
5,879
386
385
3,557
3,211
14
54
(76)
(10,735)
(3,211)
(309)
(377)
(250)
(1,472)
1,300
64,507
The goodwill arising from the business acquisitions is attributable to their reputation in the local market, the benefit of marginal
profit and synergies expected to be achieved from integrating the business with existing operations, expected revenue growth,
future market development, the assembled workforce and knowledge of local markets. These benefits are not able to be
individually identified or recognised separately from goodwill. None of the purchased goodwill recognised is expected to be
deductible for income tax purposes.
Acquisition related costs of $883,000 are included in other expenses in the Income Statement.
The fair value of acquired debtors and other receivables is $5,879,000. The gross contractual amount due is $5,899,000 of
which $20,000 is expected to be uncollectible.
124
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b) Reconciliation of cash paid to Cash Flow Statement
Cash consideration for acquisitions in the financial year
Cash consideration for acquisition of minority interests in the financial year
Acquisition costs
Cash consideration paid to vendors for acquisitions in previous financial years
Less: cash of entities acquired
Payment for purchase of controlled entities, net of cash acquired
NOTE 30 | COMMITMENTS FOR EXPENDITURE
Capital commitments
2023
$’000
61,375
9,501
883
18,480
(7,849)
82,390
2022
$’000
489,358
–
3,348
68,071
(13,617)
547,160
2023
$’000
2022
$’000
Commitments for the acquisition of property, plant and equipment contracted for
at the reporting date but not recognised as liabilities, payable
Within one year
69,136
39,324
NOTE 31 | CONTINGENT LIABILITIES
Sonic Healthcare Limited and certain subsidiaries, as disclosed in Note 29, are parties to a Deed of Cross Guarantee under which
each company guarantees the debts of the others.
The Group has provided guarantees in respect of workers compensation insurance of $13,625,000 (2022: $12,456,000) and for
the performance of certain contracts by subsidiary entities. It is not expected that these guarantees will be called upon.
The Group presently has litigation (including in relation to medical malpractice claims between 2011 and 2019) and other claims
for which the timing of resolution and potential economic outflow are uncertain. Obligations assessed as having probable future
economic outflows capable of reliable measurement are provided at reporting date. Individually significant matters, including
narrative on potential future exposures incapable of reliable measurement have not been disclosed so as to not prejudice
the Group.
NOTE 32 | SECURED BORROWINGS
Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor
in the event of a default. Refer to Notes 13 and 18 for details of the carrying value of leased assets and liabilities.
125
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 33 | REMUNERATION OF AUDITORS
PricewaterhouseCoopers – Australian firm
Audit and review of financial reports of Group entities
Other assurance services
Taxation and other services
Total audit, taxation and other services
Related practices of PricewaterhouseCoopers Australian firm
(including overseas PricewaterhouseCoopers firms)
Audit and review of financial reports of Group entities
Taxation and other services
Total audit, taxation and other services
Non-PricewaterhouseCoopers audit firms
2023
$
1,729,777
–
–
1,729,777
1,341,485
–
1,341,485
2022
$
1,591,756
15,000
25,300
1,632,056
1,008,244
43,020
1,051,264
Audit and review of financial reports of Group entities
334,823
316,794
The non-audit services provided were not considered to be of a nature that could give rise to a conflict of interest or loss of
independence for the external auditors.
126
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 34 | SHARE-BASED PAYMENTS
The Group has several equity-settled share-based compensation plans for executives and employees. The fair value of equity
remuneration granted under the various plans is recognised as an expense with a corresponding increase in equity. The fair
value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to
shares and options (‘the vesting period’). Details of the pricing model and the measurement inputs utilised to determine the fair
value of shares and options granted are disclosed in Note 1(q) to the financial statements.
a) Sonic Healthcare Limited Employee Option Plan
Options are granted under the Sonic Healthcare Limited Employee Option Plan for no consideration. Options granted are able to
be exercised subject to the following vesting periods unless otherwise specified:
¡ Up to 50% may be exercised after 30 months from the date of grant.
¡ Up to 75% may be exercised after 42 months from the date of grant.
¡ Up to 100% may be exercised after 54 months from the date of grant.
Options granted under the plan expire after 58 months (unless otherwise specified) and carry no dividend or voting rights. When
exercisable, each option is convertible into one ordinary share. No option holder has any right under the options to participate in
any other share issue of the Company or of any other entity.
The grants of options on 5 December 2019, 22 May 2020, 19 November 2021, 26 October 2022 and 22 May 2023 are subject
to different vesting and expiry periods with 100% becoming exercisable three years after grant date until expiry one year later,
subject to vesting conditions.
The following options and performance rights+ were granted under executive Long-Term Incentive (LTI) arrangements and are
also subject to different vesting and expiry periods. Vesting is subject to challenging performance conditions, details of which
are set out in the relevant annual Remuneration Report. The percentage of the options and rights which met the performance
conditions is shown in the table below.
Grant date
Options
Performance
rights+
Earliest
vesting date^
Performance conditions
measurement period
%
to vest
Expiry date
17 November 2016
671,089
87,843
17 November 2019
3 years to 30 June 2019
35.4%
17 November 2021
22 November 2017
675,145
87,762
22 November 2020
3 years to 30 June 2020
70.9%
22 November 2022
21 November 2018
667,787
87,560
21 November 2021
3 years to 30 June 2021
100.0%
21 November 2023
19 November 2019
588,894
64,907
19 November 2022
3 years to 30 June 2022
100.0%
19 November 2024
18 November 2020
527,191
69,624
18 November 2023
3 years to 30 June 2023
84.3%
18 November 2025
18 November 2021
343,367
54,427
18 November 2024
3 years to 30 June 2024
17 November 2022
377,504
66,371
17 November 2025
3 years to 30 June 2025
tbd
tbd
18 November 2026
17 November 2027
+ See b) below for details of the Performance Rights Plan.
^ Options can only vest when the market price of Sonic shares is higher than the exercise price.
127
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Sonic Healthcare ordinary shares to be awarded on exercise/conversion of the options and performance rights may be satisfied
by the issue of new shares or the purchase of shares on-market.
Set out below are summaries of options granted under the Sonic Healthcare Limited Employee Option Plan.
2023
Grant
date
Expiry
date
Exercise
price
Balance at
start of the
year
Granted
during
the year
Forfeited
during
the year
Exercised
during
the year
Expired
during
the year
Balance at
end of the
year
Exercisable
at end of
the year
Balance at
date of this
report
Number Number
Number
Number
Number
Number
Number
Number
22/11/17
22/11/22
$21.64
21/11/18
21/11/23
$21.69
478,846
667,787
14/12/18
14/10/23
$21.83
1,280,000
21/02/19
21/12/23
$24.30
19/11/19
19/11/24
$29.26
725,000
588,894
05/12/19
05/12/23
$28.58
4,286,199
22/05/20
22/05/24
$27.28
5,120,000
18/11/20
18/11/25
$34.21
18/11/21
18/11/26
$38.90
527,191
343,367
19/11/21
19/11/25
$39.75
4,656,633
–
–
–
–
–
–
–
–
–
–
26/10/22
26/10/26
$31.59
17/11/22
17/11/27
$32.79
22/05/23
22/05/27
$35.93
– 4,602,206
–
–
377,504
100,000
–
–
–
(478,846)
–
(476,000)
(105,000)
(212,500)
–
–
(40,000)
(1,673,000)
(90,000)
(386,500)
–
–
(40,000)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
667,787
667,787
–
–
804,000
804,000
140,000
407,500
195,000
246,500
588,894
588,894
588,894
2,573,199
2,573,199
1,532,199
4,643,500
4,643,500
3,761,500
527,191
343,367
4,616,633
4,602,206
377,504
100,000
–
–
–
–
–
–
444,207
343,367
4,616,633
4,592,206
377,504
100,000
Total
18,673,917 5,079,710 (275,000)
(3,226,846)
– 20,251,781
9,472,380 16,743,010
Weighted average exercise price
$30.33
$31.76
$28.15
$26.12
–
$31.39
$26.84
128
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 2022
Grant
date
Expiry
date
Exercise
price
Balance at
start of the
year
Granted
during the
year
Forfeited
during the
year
Exercised
during
the year
Expired
during the
year
Balance at
end of the
year
Exercisable
at end of
the year
Number
Number
Number
Number
Number
Number
Number
17/11/16
17/09/21 $21.62
17/11/16
17/09/21 $22.02
17/11/16
17/11/21 $21.62
05/07/17
05/05/22 $23.34
22/11/17
22/11/22 $21.64
21/11/18
21/11/23 $21.69
305,000
117,500
237,666
660,000
478,846
667,787
14/12/18
14/10/23 $21.83
2,000,000
21/02/19
21/12/23 $24.30
19/11/19
19/11/24 $29.26
980,000
588,894
05/12/19
05/12/23 $28.58
4,336,199
22/05/20
22/05/24 $27.28
5,170,000
18/11/20
18/11/25 $34.21
527,191
–
–
–
–
–
–
–
–
–
–
–
–
18/11/21
18/11/26 $38.90
19/11/21
19/11/25 $39.75
–
–
343,367
4,656,633
–
–
–
(305,000)
(117,500)
(237,666)
–
–
–
(15,000)
(615,000)
(30,000)
–
–
–
–
–
–
–
–
–
–
–
–
(80,000)
(640,000)
–
–
(50,000)
(50,000)
–
–
–
(255,000)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
478,846
478,846
667,787
667,787
1,280,000
800,000
725,000
235,000
588,894
4,286,199
5,120,000
527,191
343,367
4,656,633
–
–
–
–
–
–
Total
16,069,083
5,000,000
(195,000)
(2,170,166)
(30,000)
18,673,917
2,181,633
Weighted average exercise price
$26.28
$39.69
$25.07
$22.51
$23.34
$30.33
$22.01
The weighted average share price at the date of exercise for options exercised in the 2023 year was $34.35 (2022: $40.91).
The weighted average remaining contractual life of share options on issue at the end of the year was 1.9 years (2022: 2.2 years).
Fair value of options granted
The average assessed fair value of options granted during the year ended 30 June 2023 was $4.75 per option (2022: $5.35).
The valuation model inputs for options granted during the years ended 30 June 2023 and 30 June 2022 included:
Grant
date
Expiry
date
Exercise
price
18/11/21
18/11/26
$38.90
19/11/21
19/11/25
26/10/22
26/10/26
17/11/22
17/11/27
$39.75
$31.59
$32.79
22/05/23
22/05/27
$35.93
Share price
at time of
grant
Expected life
(years from date
of issue)
Share price volatility
(based on 3 year
historic prices)
Risk
free rate
Dividend
yield
$38.90
$39.75
$31.59
$32.79
$35.93
4.0
3.5
3.5
4.0
3.5
23.1%
23.1%
22.6%
21.0%
18.7%
1.4%
1.0%
3.5%
3.4%
3.3%
2.6%
2.6%
3.2%
3.3%
3.1%
A Monte Carlo simulation was applied to fair value the relative Total Shareholder Return (TSR) performance condition element of
options granted. The model simulated Sonic’s TSR and compared it against the peer group over the vesting periods.
129
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b) Sonic Healthcare Limited Performance Rights Plan
Performance rights are granted under the Sonic Healthcare Limited Performance Rights Plan for no consideration and carry no
dividend or voting rights. When exercisable, each performance right is convertible into one ordinary share. No rights holder has
any right to participate in any other share issue of the Company or of any other entity.
2023
Grant
date
Expiry
date
Exercise
price
Balance
at start of
the year
Granted
during
the year
Forfeited
during
the year
Exercised
during
the year
Expired
during
the year
Balance
at end of
the year
Exercisable
at end of
the year
Balance
at date of
this report
Number
Number
Number
Number
Number
Number
Number
Number
19/11/19 19/11/24
Nil
18/11/20 18/11/25
Nil
23/09/21 See below* Nil
18/11/21 18/11/26
21/09/22 01/10/23
17/11/22 01/10/23
17/11/22 17/11/27
26/09/23 01/10/24
Nil
Nil
Nil
Nil
Nil
Total
2022
64,907
69,624
52,911
54,427
–
–
–
–
–
–
–
–
63,374
3,172
66,371
–
–
–
(64,907)
–
(7,831)
(15,023)
–
–
–
–
–
–
(51,559)
(3,172)
–
–
–
–
–
–
–
–
–
–
–
69,624
30,057
54,427
11,815
–
66,371
–
–
–
–
–
11,815
–
–
–
–
58,665
14,093
54,427
–
–
66,371
16,080
241,869
132,917
(7,831)
(134,661)
–
232,294
11,815
209,636
Grant
date
Expiry
date
Exercise
price
Balance at
start of the
year
Granted
during the
year
Forfeited
during the
year
Exercised
during the
year
Expired
during the
year
Balance at
end of the
year
Exercisable
at end of
the year
21/11/18 21/11/23
19/11/19 19/11/24
18/11/20 18/11/25
Nil
Nil
Nil
23/09/21 01/10/22
Nil
23/09/21 See below* Nil
18/11/21 01/10/22
18/11/21 18/11/26
Nil
Nil
Number
Number
Number
87,560
64,907
69,624
–
–
–
–
–
–
–
47,907
52,911
2,782
54,427
–
–
–
–
–
(77)
–
Number
(87,560)
–
–
(47,907)
–
(2,705)
–
Total
222,091
158,027
(77)
(138,172)
Number
Number
Number
–
–
–
–
–
–
–
–
–
64,907
69,624
–
52,911
–
54,427
241,869
–
–
–
–
–
–
–
–
*One third expire on 01/09/22, one third on 01/09/23 and one third on 01/09/24.
The weighted average remaining contractual life of performance rights on issue at the end of the year was 2.9 years (2022: 2.9 years).
Fair value of rights granted
The average assessed fair value of rights granted during the year ended 30 June 2023 was $25.64 per right (2022: $32.51).
The valuation model inputs for performance rights granted during the years ended 30 June 2023 and 30 June 2022 included:
Grant
date
23/09/21
18/11/21
18/11/21
17/11/22
17/11/22
Expiry
date
Various
01/10/22
18/11/26
01/10/23
17/11/27
Exercise
price
Share price
at time of
grant
Expected life
(years from date
of issue)
Share price volatility
(based on 3 year
historic prices)
Risk
free rate
Dividend
yield
Nil
Nil
Nil
Nil
Nil
$41.72
$38.90
$38.90
$32.79
$32.79
1.9
0.3
3.0
0.3
3.0
21.7%
23.1%
23.1%
21.0%
21.0%
0.1%
0.2%
1.0%
3.1%
3.2%
2.5%
2.6%
2.6%
3.3%
3.3%
A Monte Carlo simulation was applied to fair value the TSR performance condition element of performance rights granted.
The model simulated Sonic’s TSR and compared it against the peer group over the vesting periods.
130
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 c) Expenses arising from share-based payment transactions
Total expenses arising from equity-settled share-based payment transactions recognised during the period as part of employee
benefit expense were as follows:
Equity remuneration
2023
$’000
18,453
2022
$’000
17,240
d) Shares issued on the exercise of options/rights up to the date of this report
i)
Sonic Healthcare Limited Employee Option Plan
A total of 3,226,846 ordinary shares of Sonic were issued during the year ended 30 June 2023 under the Sonic Healthcare
Limited Employee Option Plan. 3,415,787 options have been exercised since that date, but prior to the date of this report,
resulting in the issue of 3,415,787 ordinary shares. The amounts paid on issue of those shares were:
Number of options exercised
Amounts paid (per share)
478,846
667,787
1,140,000
373,500
2,714,000
1,268,500
6,642,633
$21.64
$21.69
$21.83
$24.30
$28.58
$27.28
ii)
Sonic Healthcare Limited Performance Rights Plan
A total of 134,661 performance rights were exercised during the year ended 30 June 2023 under the Sonic Healthcare Limited
Performance Rights Plan, satisfied by 66,582 shares purchased on-market and 68,079 by the issue of ordinary shares of Sonic.
25,898 performance rights have been exercised since 30 June 2023 and up to the date of this report, satisfied by shares
purchased on-market. No amounts were payable on issue of those shares.
e) Options and rights granted to officers
During the year nil options or rights were issued to the five highest remunerated officers of the Company who are not already
disclosed as key management personnel.
131
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 35 | RELATED PARTIES
a) Parent entities and subsidiaries
Sonic Healthcare Limited is the ultimate Parent Company in the Group comprising the Company and its subsidiaries as detailed
in Note 29.
b) Key management personnel compensation
Details of remuneration of key management personnel and transactions with them have been disclosed in the Remuneration
Report within the Directors’ Report. The aggregate remuneration of the key management personnel is shown below:
Short-term employee benefits
Long-term employee benefits
Post-employment benefits
Share-based payments
Total compensation
c) Transactions and outstanding balances with associates
Provision of services to associates
Provision of services from associates
Interest income
Current payables
Current receivables
Loans receivable
2023
$
6,615,811
87,660
218,846
3,936,513
10,858,830
2023
$’000
99,804
1,837
146
7,102
11,544
2,153
2022
$
7,926,875
59,386
198,823
5,047,965
13,233,049
2022
$’000
89,562
3,275
143
6,144
11,038
3,153
132
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 36 | EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Weighted average number of ordinary shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
2023
Cents
145.8
145.0
2023
Shares
2022
Cents
305.5
302.5
2022
Shares
469,768,140
478,143,904
472,443,512
482,880,012
Options and performance rights over ordinary shares are considered to be potential ordinary shares and have been included
in the determination of diluted earnings per share to the extent to which they are dilutive. The options and rights have not been
included in the determination of basic earnings per share.
Details of the options and rights exercised, forfeited and issued in the period between the reporting date and the date of this
report are detailed in Note 34.
Reconciliations of earnings used in calculating earnings per share
Net profit
Net (profit) attributable to minority interests
Earnings used in calculating basic and diluted earnings per share
NOTE 37 | STATEMENT OF CASH FLOWS
a) Cash at bank and on hand
Cash at bank and on hand
Cash balances bear interest rates of between 0.00% – 4.71% (2022: 0.00% – 1.25%).
2023
$’000
707,931
(22,947)
684,984
2023
$’000
797,994
2022
$’000
1,515,466
(54,900)
1,460,566
2022
$’000
779,997
133
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b)
Reconciliation of net cash inflow from operating activities to operating profit after income tax
Operating profit after income tax
Add non-cash items
Add/(less) changes in assets and liabilities during the financial year
(Increase)/decrease in sundry debtors and prepayments
(Increase)/decrease in trade debtors and accrued revenue
(Increase)/decrease in inventories
(Increase)/decrease in deferred tax assets
Increase/(decrease) in trade creditors and accrued expenses
Increase/(decrease) in deferred tax liabilities
Increase/(decrease) in current tax liabilities
Increase/(decrease) in other provisions
Increase/(decrease) in other liabilities
Increase/(decrease) in provision for employee entitlements
2023
$’000
707,931
722,389
2,606
244,257
27,465
(2,366)
(128,824)
55,645
(165,201)
333
(394)
7,192
2022
$’000
1,515,466
684,462
(50,936)
(83,017)
9,882
(7,437)
(42,554)
67,284
123,546
276
(12,088)
20,937
Net cash inflow from operating activities
1,471,033
2,225,821
c) Non-cash financing and investing activities
The following non-cash financing and investing activities occurred during the year and are not reflected in the Cash Flow
Statement:
¡ Acquisition of right-of-use assets (Note 13)
¡ Options and rights issued to employees for no cash consideration (Note 34)
d) Reconciliation of liabilities arising from financing activities
Balance at
1 July 2022
Cash flows
Acquisition/
(disposal)
Other non-cash
movements
Lease liabilities
1,435,803
(371,204)
$’000
$’000
–
1,576,934
3,109
–
$’000
3,211
–
–
$’000
318,692
–
–
Foreign
exchange
adjustments
Balance at
30 June 2023
$’000
40,517
169
93,249
$’000
1,427,019
3,278
1,670,183
3,012,737
(368,095)
3,211
318,692
133,935
3,100,480
Bank loans
USPP notes
Total
134
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 NOTE 38 | FINANCIAL RISK MANAGEMENT
The Group is exposed to the following categories of financial risks as part of its overall capital structure; market risk (including
currency risk and interest rate risk), credit risk and liquidity risk. The Group’s risk management program addresses the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
The Group has adopted the following philosophies towards financial risk management:
¡ to take a proactive approach in identifying and managing material treasury risks;
¡ not to take speculative derivative positions;
¡ to structure hedging to reflect underlying business objectives; and
¡ to reduce volatility and provide more certainty of earnings.
Financial risk management is carried out by a central treasury department (‘Group Treasury’) which identifies, evaluates and
hedges financial risks to support the Group’s strategic and operational objectives. Group Treasury operates within the parameters
of a Board-approved Treasury Policy. The Treasury Policy provides written principles for overall financial risk management as
well as policies covering specific areas, such as liquidity, funding and interest rate risk, foreign exchange risk, credit risk and
operational treasury risk. One of the key responsibilities of Group Treasury is the management of the Group’s debt facilities.
a) Capital risk management
The Group’s objectives when managing capital are to safeguard the consolidated entity’s ability to continue as a going concern
so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
The capital structure of the Group is proactively managed by issuing new shares by way of institutional placements, shareholder
purchase plans, rights issues, as part consideration for acquisitions, or activation from time to time of the Company’s Dividend
Reinvestment Plan; by utilising the SHEST to buy Sonic’s shares on market; by conducting on-market share buybacks; or by
varying the amount of dividends paid to shareholders.
The capital structure of the Group is mainly monitored on the basis of the Net Debt to Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) Ratio, which is also a covenant under Sonic’s senior debt facilities (with a maximum permitted level
of 3.5 times). Other ratios considered are the Gearing Ratio and Interest Cover Ratio, which are also covenants under senior debt
facilities. Each covenant is calculated excluding the impact of AASB 16 Leases. Future compliance with these debt covenants is
modelled by reference to a rolling 5-year financial forecast model.
During 2022 and 2023 the Group maintained a Net Debt to EBITDA ratio of between 0.3 to 0.6 times. The Company’s
pre-pandemic history demonstrates Net Debt to EBITDA being conservatively and consistently managed around the middle of a
2 to 3 times range.
The Net Debt to EBITDA ratio is calculated as Net (of cash) Interest Bearing Debt divided by EBITDA. EBITDA is normalised for
acquisitions made during a period, equity remuneration expense (a non-cash item) and for acquisition-related costs which are
expensed under AASB 3 Business Combinations. Net Interest Bearing Debt is adjusted for currency rate fluctuations.
The Gearing Ratio is calculated as Net Interest Bearing Debt divided by Net Interest Bearing Debt plus Equity (per the Balance
Sheet excluding the impacts of AASB 16), and must be maintained below 55% under most of the Company’s USPP note
agreements. The Gearing Ratio is not a covenant under the Company’s bank debt facilities and most recent USPP note
agreement.
The Group is required to maintain an Interest Cover Ratio greater than 3.25 times under the debt facilities, calculated as EBITA
divided by Net Interest Expense. EBITA is normalised for equity remuneration expense and acquisition-related costs.
These three ratios are the only financial undertakings under Sonic’s debt facilities.
135
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 The ratios calculated using the facility definitions, which exclude the impact of AASB 16, at 30 June 2023 and 30 June 2022
were as follows:
Net Debt to EBITDA (times)
Gearing
Interest Cover (times)
b) Market risk
i)
Foreign currency risk
2023
0.6
9.9%
29.4
2022
0.3
9.7%
47.3
Foreign currency risk refers to the risk that the value of a financial commitment, recognised asset or liability will fluctuate due to
changes in foreign currency rates.
Foreign currency risk arising on the translation of the net assets of the Group’s foreign controlled entities, which have a different
functional currency, is managed at the Group level. The Group manages this foreign exchange translation risk by ‘natural’
balance sheet hedges, i.e. having borrowings denominated in the same functional currencies of the foreign controlled entities.
The foreign currency gains or losses arising from this risk are recorded through the foreign currency translation reserve. As
Sonic’s foreign currency earnings grow, interest rates change and debt is repaid, the natural hedge becomes less effective, so
AUD reported earnings do fluctuate. The underlying earnings in foreign currency however are not affected. Capital hedging is
not undertaken given the cash flow implications of ongoing hedging and the long-term nature of investments.
The Group is not significantly exposed to transactional foreign currency risk associated with receipts and payments that are
required to be settled in foreign currencies. These transactions are limited in number; therefore the exposure is typically identified
and managed on a case-by-case basis, usually by the spot or forward purchase of foreign currencies.
The carrying amount of the Group’s bank loans and USPP notes (2022: USPP notes) are denominated in the following currencies
(amounts in AUD):
2023
$’000
826,198
847,263
1,673,461
2022
$’000
796,986
779,948
1,576,934
USD
EURO
136
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Hedge of net investments in foreign operations
Of the total bank loans and USPP notes (2022: USPP notes) of $1,673,461,000 (2022: $1,576,934,000), $826,198,000 (2022:
$796,986,000) are denominated in USD and qualify as a hedge of the Group’s net investment in operations in the United States.
Gains or losses on retranslation of these borrowings are transferred to equity to offset any gains or losses on translation of the net
investment in these operations. The ineffectiveness recognised in the Income Statement from net investment hedges was $nil
(2022: $nil).
The remaining bank loans and USPP notes (2022: USPP notes) of $847,263,000 (2022: $779,948,000) denominated in EUR
(2022: EUR) are in the same functional currency as Sonic’s operations in Germany and Belgium (2022: Germany and Belgium)
and act as a ‘natural’ balance sheet hedge against foreign currency earnings fluctuations.
Sensitivity analysis
Based on the financial instruments held at 30 June 2023, had the Australian dollar weakened/strengthened by 10% (2022: 10%)
against all relevant currencies, the Group’s post-tax profit would have been $nil higher/$nil lower (2022: $nil higher/$nil lower), as
a result of having minimal exposure to foreign currency denominated financial instruments. Other components of equity would
have been $nil lower/higher (2022: $nil lower/higher).
ii)
Interest rate risk
Sonic Healthcare Limited and certain subsidiaries are party (from time to time) to derivative financial instruments such as interest
rate swaps in the normal course of business in order to hedge exposure to fluctuations in interest rates. Derivatives are exclusively
used for hedging purposes i.e. not as trading or speculative instruments. The Group’s fixed rate borrowings are carried at
amortised cost. They are therefore not subject to interest rate risk as defined in AASB 7.
Interest rate swap contracts – cash flow hedge
The Group’s main interest rate risk arises from bank loans that are subject to variable interest rates (relevant loans totalling 2023:
$3,278,000; 2022: $nil). It is the Group’s policy to protect against increasing interest rates by maintaining a level of fixed rate debt
instruments such as USPP notes, which represented over 99% of total bank loans and USPP notes in 2023 (2022: 100%), and/
or by entering into interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at
fixed rates.
The Group’s policy is to ensure exposure to increases in floating interest rates does not impact annual net profit after tax over a
3-year period by more than a specified percentage as defined within the hedging parameters of the Group’s Treasury Policy, and
will not result in a breach of the Interest Cover Ratio covenant under the Group’s debt facilities. Hedging is undertaken as and
when required to ensure exposure to interest rate risk is managed within these parameters.
There were no fixed interest rate swaps in place during the year or at balance sheet date in the current or previous financial year.
There was no ineffective portion of swaps during either the current or previous financial year.
Interest rate swap contracts – fair value hedge
The Group’s strategy is to minimise interest expense and ensure exposure to movements in market interest rates are managed
in line with the Treasury Policy. The Group enters into interest rate swap contracts from time to time under which it is obliged to
receive interest at fixed rates and to pay interest at variable rates. The contracts are settled on a net basis. There were no contracts
of this nature in place during 2023 and 2022.
137
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Interest rate risk exposures
The Group’s exposure to interest rate risk and the effective weighted average interest rate by maturity periods is set out in the
following tables.
Fixed interest rate maturities
1 year or
less
Notes
Over 1
year and
less than
2 years
Over 2
years and
less than
3 years
Over 3
years and
less than
4 years
Over 4
years and
less than
5 years
Over 5
years
Non–
interest
bearing
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,164
6,481
–
1,122
5,061
–
3,109
4,096
–
537
2,357
–
7
7
7
7, 10
7, 10
11
–
–
–
–
364
903
–
–
–
–
–
26,890
26,890
941,962
941,962
133,499
133,499
106,530
106,530
493
563
8,672
–
15,461
19,461
–
175,799
175,799
7,645
6,183
7,205
2,894
1,267
1,056 1,393,352 1,419,602
17
21, 25
21, 25
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
959,992
959,992
31,732
31,732
641
641
18 346,791
275,089
195,880
137,142
104,140
367,977
22
–
303,179
73,746
327,761
–
965,497
– 1,427,019
– 1,670,183
346,791
578,268
269,626
464,903
104,140 1,333,474
992,365 4,089,567
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
15,153
–
–
–
604
6,406
–
7
7
7
7, 10
7, 10
11
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
48,897
64,050
– 1,105,304 1,105,304
–
–
156,359
156,359
117,096
117,096
486
5,214
–
425
3,909
–
3,468
3,071
–
193
1,260
–
130
11,067
1,029
–
16,373
20,889
–
145,222
145,222
22,163
5,700
4,334
6,539
1,453
1,159 1,583,945 1,625,293
30 June 2023
Assets
Cash and deposits
Trade debtors
Accrued revenue
Sundry debtors
Amounts owing from other entities
Net investment in finance leases
Investments
Total assets
Liabilities
Trade and other creditors
Amounts owing to vendors
Other liabilities
Lease liabilities
USPP notes
Total liabilities
30 June 2022
Assets
Cash and deposits
Trade debtors
Accrued revenue
Sundry debtors
Amounts owing from other entities
Net investment in finance leases
Investments
Total assets
Liabilities
Trade and other creditors
Amounts owing to vendors
Other liabilities
Lease liabilities
USPP notes
Total liabilities
17
21, 25
21, 25
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
– 1,018,552 1,018,552
–
–
26,135
26,135
435
435
18 341,858
275,374
201,379
139,226
95,713
382,253
22
–
–
280,176
68,151
302,892
925,715
– 1,435,803
– 1,576,934
341,858
275,374
481,555
207,377
398,605 1,307,968 1,045,122 4,057,859
138
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Floating interest rate maturities
Notes
1 year or
less
Over 1
year and
less than
2 years
Over 2
years and
less than
3 years
Over 3
years and
less than
4 years
Over 4
years and
less than
5 years
Over 5
years
Total
Weighted
average
interest
rate
$’000
$’000
$’000
$’000
$’000
$’000
$’000
%
771,104
10
–
771,104
22
–
–
–
–
–
–
–
–
14,000
14,000
–
–
–
–
–
3,278
3,278
–
–
–
–
–
–
–
–
–
–
771,104
1.07
14,000
785,104
3,278
3,278
6.31
4.67
$’000
$’000
$’000
$’000
$’000
$’000
$’000
%
715,947
–
10
–
14,000
715,947
14,000
–
–
–
–
–
–
–
–
–
–
–
–
715,947
0.24
14,000
2.27
729,947
30 June 2023
Assets
Cash and deposits
Amounts owing from
other entities
Total assets
Liabilities
Bank loans
Total liabilities
30 June 2022
Assets
Cash and deposits
Amounts owing from
other entities
Total assets
Sensitivity analysis
If interest rates in all relevant currencies applied to financial instruments held at 30 June 2023 had changed by -100/+100 basis
points (2022: -10/+100 basis points) for the financial year with all other variables held constant, the Group’s post-tax profit for the
year would have been $5,441,000/$5,395,000 lower/higher mainly as a result of lower/higher interest income from cash and
deposits (2022: $511,000/$5,110,000 lower/higher mainly as a result of lower/higher interest income from cash and deposits).
Other components of equity would have been $5,441,000/$5,395,000 lower/higher as a result of a decrease/increase in interest
income (2022: $511,000/$5,110,000 lower/higher as a result of a decrease/increase in interest income). The impacts on profit and
equity of either change in rates are higher in 2023 due to the higher balance of floating rate cash and deposits noting that the
sensitivity applied to the reduction in the interest rate in the prior year was lower by 90 basis points.
iii) Other price risk
The Group does not have significant exposure to fluctuations in the fair values or future cash flows of financial instruments
associated with changes in market prices.
139
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 c) Credit risk
The credit risk on financial assets of the Group which have been recognised on the Balance Sheet, other than investment in
shares, is generally the carrying amount, net of any provisions for impairment. Where entities have a right of set-off and intend to
settle on a net basis, this set-off has been reflected in the financial statements in accordance with accounting standards.
The Group does not have any material exposure to any individual customer or counterparty other than certain government or
statutory funded bodies in the countries in which the Group operates. There are no other significant concentrations of credit risk
within the Group.
Receivable balances and ageing analysis are monitored on an ongoing basis. In order to minimise the Group’s exposure to bad
debts, rigorously enforced processes are in place to send reminder notices, demands for repayments and ultimately to refer to
debt collection agencies. Credit limits are imposed and monitored for commercial customers. See Note 7 for further analysis of
credit risk for receivable balances.
The Group has not renegotiated any material collection/repayment terms of any financial assets in the current or previous
financial year.
Credit risk in the treasury context is defined as the risk of sustaining a loss as a result of a counterparty that has accepted a
deposit from the Group and/or entered into a financial transaction with the Group related to the management of treasury related
risks. Group Treasury seeks to only enter into transactions with counterparties who are senior lenders to the Group.
d) Liquidity risk
The Group is exposed to funding and liquidity risks including the risk that in refinancing its debt, the Group may be exposed to
an increased credit spread (the credit spread is the margin that must be paid over the equivalent government or risk free rate or
swap rate) and the risk of not being able to refinance debt obligations or meet other cash outflow obligations at a reasonable cost
when required.
The Group’s strong cash flows and Balance Sheet are a major mitigator of this type of risk, along with the dynamics of the
medical diagnostic services market. The Group seeks to further mitigate these risks by structuring its debt with a spread of
maturities, maintaining excellent relationships with a number of leading Australian and international banks, diversifying funding
sources by accessing the private placement bond market in the USA and the syndicated bank loan market in Europe, and
keeping sufficient committed credit lines available for short- to medium-term needs (balanced against the cost of maintaining
such lines) in accordance with Sonic’s Treasury Policy.
The tables below analyse the Group’s financial liabilities and net-settled derivative financial instruments into relevant maturity
groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows including interest (other than in the ‘carrying value’ column). The table ignores
the maturities of undrawn credit lines. For interest rate swaps the cash flows are estimated using forward interest rates applicable
at the reporting date.
140
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Contractual maturities of financial liabilities
Notes
1 year
or less
Over 1
year and
less than
2 years
Over 2
years and
less than
5 years
Over
5 years
Total
contractual
cash flows
Carrying
value
$’000
$’000
$’000
$’000
$’000
$’000
30 June 2023
Liabilities
Trade and other creditors
17
959,992
Amounts owing to vendors
21, 25
7,817
156
–
20,979
155
–
2,936
3,562
–
-
–
959,992
959,992
31,732
3,873
31,732
3,278
43,179
342,852
498,128
1,069,705
1,953,864
1,670,183
22
22
21, 25
413
228
-
-
641
641
18
384,451
301,770
489,332
424,911
1,600,464
1,427,019
Bank loans
USPP notes
Other liabilities
Lease liabilities
Financial guarantee contracts
13,625
–
–
–
13,625
–
Total liabilities
30 June 2022
Liabilities
1,409,633
665,984
993,958
1,494,616
4,564,191
4,092,845
$’000
$’000
$’000
$’000
$’000
$’000
Trade and other creditors
17
1,018,552
Amounts owing to vendors
USPP notes
Other liabilities
Lease liabilities
21, 25
22
21, 25
21,145
40,932
224
–
461
–
4,529
–
–
1,018,552
1,018,552
26,135
26,135
40,932
753,650
1,053,257
1,888,771
1,576,934
211
–
–
435
435
18
371,082
297,292
481,505
438,299
1,588,178
1,435,803
Financial guarantee contracts
12,456
–
–
–
12,456
–
Total liabilities
1,464,391
338,896
1,239,684
1,491,556
4,534,527
4,057,859
The financial guarantee contracts relate to guarantees given by the Group in respect of workers compensation insurance. The
guarantees are the maximum amounts allocated to the earliest period in which the guarantees could be called. The Group does
not expect these payments to eventuate.
There have been no material breaches and no defaults of loans in the current or preceding reporting periods.
e) Net fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the
Group approximates their carrying amounts.
The net fair value of other monetary financial assets and financial liabilities is based upon market prices where a market exists or
by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles.
For non-traded equity investments, the net fair value is determined using valuation techniques (Note 1(j)).
141
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 f) Fair values
The carrying amounts of financial assets and liabilities on the Consolidated Group Balance Sheet approximate their fair values
except for fixed rate long-term borrowings which had a fair value of $1,457,870,000.
Fair value hierarchy
AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value
measurement hierarchy:
i)
ii)
iii)
quoted prices (unadjusted) in active markets for identified assets or liabilities (level 1),
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices) (level 2), and
inputs for the asset or liability that are not based on observable market value (unobservable inputs) (level 3).
Level 1 includes an equity investment in a listed Australian entity which has been valued based on a quoted price in an active
market. Level 3 includes amounts owing to vendors which are recognised based on the assessed fair value using the contractual
nature of the terms and conditions of the deferred consideration.
There were no transfers between fair value hierarchies or changes to valuation techniques for recurring fair value measurements
in the period.
NOTE 39 | PARENT COMPANY FINANCIAL INFORMATION
a) Summary financial information
The individual financial statements for the Parent Company show the following aggregate amounts:
Balance sheet
Current assets
Total assets
Current liabilities
Total liabilities
Shareholders’ equity
Contributed equity
Reserves
Equity remuneration reserve
Share option reserve
Retained earnings
Total equity
Profit for the year
Total comprehensive income
142
2023
$’000
3,994,985
7,754,980
3,178,846
3,277,762
2022
$’000
4,080,050
7,757,345
3,240,816
3,346,136
3,961,543
3,968,856
(122,202)
16,427
621,450
4,477,218
563,362
563,362
(112,515)
16,427
538,441
4,411,209
491,561
491,561
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 b) Guarantees entered into by the Parent Company
The Parent Company is a party to the Deed of Cross Guarantee as disclosed in Note 28. No liabilities have been assumed by
the Parent Company in relation to this guarantee as it is expected the parties to the Deed of Cross Guarantee will continue to
generate positive cash flows. The Parent Company has further provided guarantees of $147,183,000 (2022: $145,083,000) in
respect of property leases and workers compensation insurance for subsidiary entities. In addition the Parent Company has
provided guarantees of the performance of certain contracts by subsidiary entities. No liability was recognised by the Parent
Company or the Consolidated Group in relation to these guarantees, as their fair values are immaterial.
c) Contingent liabilities of the Parent Company
The Parent Company had no contingent liabilities as at 30 June 2023 or 30 June 2022 other than as described in (b) above.
d) Contractual commitments for the acquisition of property, plant or equipment
The Parent Company had contractual commitments for the acquisition of property, plant or equipment as at 30 June 2023 of
$28,821,000.
NOTE 40 | EVENTS OCCURRING AFTER REPORTING DATE
Since the end of the financial year, no matter or circumstance not otherwise dealt with in these financial statements has arisen
that has significantly or may significantly affect the operations of the Consolidated Group, the results of those operations or the
state of affairs of the Consolidated Group in subsequent financial years, other than the settlement of the acquisition of Synlab
Suisse on 3 July 2023 for a purchase price of CHF150 million (cash and debt free).
143
Notes to the Consolidated Financial StatementsSONIC HEALTHCARE | ANNUAL REPORT 202330 JUNE 2023 Directors’ Declaration
FOR THE YEAR ENDED 30 JUNE 2023
In the Directors’ opinion:
a)
b)
c)
the financial statements and Notes set out on pages 66 to 143 are in accordance with the Corporations Act 2001, including:
i)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the financial
year ended on that date; and
ii)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group
identified in Note 29 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of
the Deed of Cross Guarantee described in Note 28.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The Directors have been given the declarations by the Managing Director and Finance Director required by section 295A of the
Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Dr C.S. Goldschmidt
Director
C.D. Wilks
Director
Sydney
26 September 2023
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SONIC HEALTHCARE | ANNUAL REPORT 2023 Independent auditor’s report
Independent auditor’s report
To the members of Sonic Healthcare Limited
To the members of Sonic Healthcare Limited
Report on the audit of the financial report
Report on the audit of the financial report
Our opinion
Our opinion
In our opinion:
In our opinion:
The accompanying financial report of Sonic Healthcare Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
The accompanying financial report of Sonic Healthcare Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial
performance for the year then ended
giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial
performance for the year then ended
complying with Australian Accounting Standards and the Corporations Regulations 2001.
(a)
(b)
the directors’ declaration.
the consolidated balance sheet as at 30 June 2023
the consolidated cash flow statement for the year then ended
the consolidated income statement for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated cash flow statement for the year then ended
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated balance sheet as at 30 June 2023
the consolidated statement of comprehensive income for the year then ended
complying with Australian Accounting Standards and the Corporations Regulations 2001.
the consolidated income statement for the year then ended
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information
the directors’ declaration.
(b)
What we have audited
The Group financial report comprises:
What we have audited
The Group financial report comprises:
Basis for opinion
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial report
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
section of our report.
those standards are further described in the Auditor’s responsibilities for the audit of the financial report
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Independence
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
We are independent of the Group in accordance with the auditor independence requirements of the
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
ethical responsibilities in accordance with the Code.
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
PricewaterhouseCoopers, ABN 52 780 433 757
T: +61 2 8266 0000, F: +61 2 8266 9999
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 8266 0000, F: +61 2 8266 9999
T: +61 2 9659 2476, F: +61 2 8266 9999
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999
Liability limited by a scheme approved under Professional Standards Legislation.
Liability limited by a scheme approved under Professional Standards Legislation.
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SONIC HEALTHCARE | ANNUAL REPORT 2023
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial report as a whole, taking into account the geographic and management structure of the
Group, its accounting processes and controls and the industry in which it operates.
Materiality
Audit scope
For the purpose of our audit we used overall
Group materiality of $46.5 million, which
represents approximately 5% of the Group’s
profit before tax.
Our audit focused on where the Group made
subjective judgements; for example, significant
accounting estimates involving assumptions
and inherently uncertain future events.
We applied this threshold, together with
qualitative considerations, to determine the
scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate
the effect of misstatements on the financial
report as a whole.
We chose Group profit before tax because, in
our view, it is the benchmark against which the
performance of the Group is most commonly
measured.
We utilised a 5% threshold based on our
professional judgement, noting it is within the
range of commonly acceptable thresholds.
The Group comprises entities located globally
with the most financially significant operations
being located in Australia, the United States of
America (“USA”) and Germany. Accordingly,
we structured our audit as follows:
- The group audit was led by our team from
PwC Australia (“group audit team”). The
group audit team conducted an audit of
the special purpose financial information
of businesses operating in Australia and
the USA used to prepare the consolidated
financial statements.
- Under instruction from and on behalf of
the group audit team, component auditors
in Germany and Switzerland performed an
audit of the special purpose financial
information for those locations used to
prepare the consolidated financial
statements.
The group audit team had continuous
involvement in the work performed by the
component auditors, with each component
team being provided with direct written
instructions and the group audit team kept in
regular communication throughout the year.
The group audit team undertook the remaining
audit procedures to obtain sufficient
appropriate audit evidence to express an
opinion on the Group’s financial report as a
whole.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the current period. The key audit matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. Further, any commentary on the outcomes of a particular audit
procedure is made in that context. We communicated the key audit matters to the Audit Committee.
Key audit matter
How our audit addressed the key audit matter
Estimated recoverable amount of Goodwill and
Brand Names
Refer to note 14
Goodwill and brand names of $7.4 billion are
recognised on the consolidated balance sheet.
Under Australian Accounting Standards, the
Group is required to test these indefinite lived
intangible assets annually for impairment. This
assessment is inherently complex and requires
judgement in forecasting the operational cash
flows of the cash generating units (“CGU”), and
determining discount rates and terminal value
growth rates used in the discounted cash flow
models used to assess impairment (the ‘models’).
The recoverable amount of goodwill and brand
names was considered a key audit matter given
the:
financial significance of the intangible
assets on the consolidated balance sheet;
and
judgement applied by the Group in
completing the impairment assessments.
We focussed our efforts on developing an
understanding and testing the overall
calculation and methodology of the Group’s
impairment assessment, including
identification of the cash generating units
(CGUs) of the Group for the purposes of
impairment testing, and the attribution of
assets, revenues and costs to those CGUs. In
obtaining sufficient, appropriate audit
evidence, our procedures included, amongst
others:
assessing the appropriateness of cash
flow forecasts included in the model with
reference to historical earnings and
budget accuracy, Board and/or
management approved budgets and
forecasts;
testing the mathematical calculations
within the models;
assessing the appropriateness of the
discount rates and terminal value growth
rates, with assistance from PwC valuation
experts;
considering the sensitivity of the models
by varying key assumptions used in the
models to assess any possibility of a
reasonably possible change disclosure;
and
evaluating the related financial statement
disclosures for consistency with Australian
Accounting Standards requirements.
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Key audit matter
How our audit addressed the key audit matter
Lease accounting
Refer to note 1(l)(ac), 13, 18
Lease accounting was a key audit matter due to
the:
financial significance of lease liabilities
and right-of-use assets to the balance
sheet; and
significant judgements required by the
Group such as determining the
appropriate lease term and the
incremental borrowing rate.
Our audit procedures included, amongst others:
for a sample of new lease arrangements,
we agreed key inputs used in calculating
the Group’s lease liability and right-of-use
asset, to underlying supporting
documentation;
evaluating and testing the appropriateness
of the Group’s assumptions relating to the
exercise of option periods;
assessing the appropriateness of
incremental borrowing rates applied to
discount future lease payments;
assessing the completeness of lease
liabilities;
testing the mathematical accuracy of the
Group’s lease calculations; and
evaluating the related financial statement
disclosures for consistency with Australian
Accounting Standards requirements.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report for the year ended 30 June 2023, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon through our opinion on the financial report. We have issued a
separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
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SONIC HEALTHCARE | ANNUAL REPORT 2023
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 31 to 50 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the remuneration report of Sonic Healthcare Limited for the year ended 30 June 2023
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Brett Entwistle
Partner
Sydney
26 September 2023
149
SONIC HEALTHCARE | ANNUAL REPORT 2023
Shareholders’ Information
1. INFORMATION RELATING TO SHAREHOLDERS
a) Distribution schedule as at 8 September 2023
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001 and over
Voting rights
– on a show of hands
– on a poll
Percentage of total shares held by the twenty largest registered holders
Number of holders holding less than a marketable parcel
No. of holders
ordinary shares
57,522
25,303
2,120
938
95
85,978
1/member
1/share
71.6%
1,560
b) Substantial shareholders as at 8 September 2023
The Company has received substantial shareholding notices to 8 September 2023 in respect of the following holdings:
State Street Corporation and its subsidiaries
BlackRock Group (including 761,907 American Depositary Receipts)
The Vanguard Group, Inc. and its controlled entities
(including 18,414 American Depositary Receipts)
29,790,944
29,440,945
24,058,158
6.28%
6.21%
5.07%
No. of securities
Percentage held
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SONIC HEALTHCARE | ANNUAL REPORT 2023 Shareholders’ Information
1. INFORMATION RELATING TO SHAREHOLDERS
c) Names of the 20 largest registered holders of equity securities as at 8 September 2023
No. of securities
Percentage held
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
Jardvan Pty Ltd
BNP Paribas Noms Pty Ltd
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