Boral Limited Annual Report 2010 Laying the foundations Contents BoRaL LiMited Financial highlights Group overview Chairman’s review Chief Executive’s review The building blocks of growth Boral production system Construction Materials Cement Building Products USA Financial Review Sustainability in Boral Board of Directors Corporate governance report Directors’ report Remuneration report Financial statements Shareholder information Financial history 1 2 4 6 10 12 14 16 18 20 22 26 30 32 40 45 61 134 136 Financial calendar inside back cover Boral Limited is an international building and construction materials group, headquartered in Sydney, Australia. With leading market positions, Boral’s core businesses are Cement and Construction Materials in Australia; Plasterboard in Australia and Asia; and Bricks, Roof Tiles and Masonry in Australia and the USA. Boral Limited ABN 13 008 421 761 Level 39, AMP Centre 50 Bridge Street, Sydney NSW 2000 GPO Box 910, Sydney NSW 2001 Telephone: (02) 9220 6300 International: +61 2 9220 6300 Facsimile: (02) 9233 6605 International: +61 2 9233 6605 Internet: www.boral.com.au Email: info@boral.com.au Stock Exchange Listing Australian Securities Exchange Share Registry c/- Link Market Services Level 12 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Telephone: (02) 8280 7133 International: +61 2 8280 7133 Facsimile: (02) 9287 0303 International: +61 2 9287 0303 Internet: www.linkmarketservices.com.au Email: registrars@linkmarketservices.com.au Boral Limited Annual Report 2010 Boral Limited Annual Report 2010 – Directors Report 1 01 finanCiaL highLights 2010 • • Profit after tax before significant items of $132 million Building Products earnings up 90% year-on-year • Cash flow from operations up 10% to $459 million • • • • Acquisition of remaining 50% share of MonierLifetile in the USA Announced the disposal of loss making non-core Scaffolding and Precast Panels businesses Successful completion of $490 million gross capital raising to fund growth aspirations and strengthen balance sheet Increased final dividend of 6.5 cents versus 5.5 cents in the prior year and took the full year dividend to 13.5 cents • $285 million impairment of under-performing and obsolete assets Revenue $4,599m Down 6% EBIT* $252m Down 9% Profit after tax* $132m Steady Earnings Per Share* Full year dividend 22.1c Steady 13.5c Up 4% *Before significant items 02 Boral Limited Annual Report 2010 gRouP oVeRVieW ConstRuCtion MateRiaLs CeMent BuiLding PRoduCts Core business Boral Construction Materials is an integrated business supplying quarry materials, concrete and asphalt. BCM also operates a Quarry End Use business and an integrated transport business. Core business Boral’s Cement division is a leading supplier of cement, lime and fly ash in Australia and of concrete, quarry and pipe products in Indonesia and Thailand. Core business Boral Building Products is a leading supplier in bricks, roofing and masonry products, plasterboard and timber in Australia and in plasterboard in Asia through a 50% owned JV, LBGA. Share of revenue Share of revenue Share of revenue Quarries Concrete Asphalt Quarry End Use Cement Indonesia Thailand Plasterboard Australia Plasterboard Asia Clay & Concrete Products Timber Main markets Almost 50% of BCM’s business is undertaken in the Australian engineering and infrastructure segments, more specifically roads, highways, bridges and sub-divisions. BCM’s remaining revenues derive from the Australian dwellings and non-dwelling building segments. Achievements of the year BCM successfully supplied several large infrastructure projects with record profits from the Asphalt business during the year. Strong cost and price disciplines resulted in improved margins despite an overall volume decline. Rebuilding of the Artarmon concrete plant was completed on time and on budget. Strategic priorities Margin growth through price discipline and LEAN program efficiency gains. Investment of around $200m in the Peppertree quarry near Marulan to underpin Boral’s leading position in the Sydney aggregates market. Main markets More than half of Cement division revenues are derived from the Australian dwellings, non-dwellings and infrastructure markets. The remaining part of the business is reliant on construction materials markets in Indonesia and Thailand. Achievements of the year During the year, full year revenue was slightly above last year reflecting improved market conditions in Thailand and Indonesia offsetting lower construction activity in Australia, particularly in Queensland. EBIT was down reflecting a $14m once off cost to reduce inventories and higher energy costs. Strategic priorities Priorities are to maximise the potential of the Asian Construction Materials businesses, and to complete the rebranding of Blue Circle Southern Cement in Australia. The division will strengthen the business through LEAN manufacturing initiatives and innovative product development. Main markets Building Products division relies primarily on new home construction in Australia including multi-residential and detached housing including alterations and additions. In Asia, Plasterboard is sold into the dwelling and non-dwelling markets in nine countries in South East Asia. Achievements of the year Building Products benefitted from improved residential construction, the government stimulus work and strong operational performance. The Queensland plasterboard plant performed strongly, and the new masonry plant in Perth is substantially complete. LBGA started new production lines at Baoshan (China) and Saraburi (Thailand). Strategic priorities Focus is on completing the implementation of a new streamlined organisation structure and maximising the potential of all businesses, particularly Timber. Investment priorities include the $44m masonry plant in Western Australia and an $80m upgrade of Boral’s Plasterboard facility in Victoria. Construction Materials Revenue & Earnings Sales revenue $m 1 6 2 , 2 9 1 1 , 2 EBIT* $m 1 3 2 1 0 2 Cement Revenue & Earnings Sales revenue $m EBIT* $m 9 0 5 2 1 5 8 0 1 8 8 Building Products Revenue & Earnings Sales revenue $m 6 0 2 , 1 7 3 1 , 1 EBIT* $m 1 0 1 3 5 9 0 0 1 9 0 0 1 9 0 0 1 9 0 0 1 9 0 0 1 9 0 0 1 *Before significant items 03 usa otheR Businesses Core business Boral today enjoys the number one position in bricks, and leading positions in clay and concrete roof tiles, and in construction materials in Oklahoma and Colorado. Core business Following divestments of precast panels and Boral Formwork & Scaffolding, Boral’s other businesses consist of Dowell Windows and DeMartin & Gasparini (DMG) concrete placing. Share of revenue Share of revenue Bricks Roofing Materials Formwork & Scaffolding DMG Windows Precast Main markets Two-thirds of US related revenues are derived from the residential building market with the remainder attributable to the commercial markets and infrastructure construction activity. Main markets The Dowell windows business is made up of 14 fabrication operations servicing the Australian housing market. DMG largely services Sydney’s non-residential construction market. Achievements of the year Despite challenging markets with further volume declines, the performance of Bricks and Roof Tiles improved on the prior year as cost reduction initiatives took effect. The remaining 50% of the Concrete Roof Tile joint venture, MonierLifetile, was acquired for US$75m. Strategic priorities Boral will continue to invest in the US business in preparation for market recovery and growth. Concrete Roof Tiles and Clay Roof Tiles are being consolidated to form Boral Roofing to deliver benefits from a one Boral strategy. Maximising the potential of US Construction Materials and Fly Ash is a strategic priority. Achievements of the year Revenue was 13% above last year with Windows revenue and profits up due to stronger residential housing and improvement initiatives. In DMG, revenue and profitability increased due to large contracts which were completed in the first half, offsetting lower activity in the second half. Strategic priorities Key priorities are to position the Concrete Placing business to benefit from a recovery in commercial construction activity in New South Wales. Maximising the potential of the Windows business and delivering the successful commercialisation of a new range of energy conserving window designs is a key Windows priority. USA Revenue & Earnings EBIT* $m 9 0 0 1 Sales revenue $m 5 4 5 4 6 3 9 0 0 1 ) 4 0 1 ( ) 9 0 1 ( Other Businesses Revenue & Earnings Sales revenue $m 4 9 2 0 6 2 EBIT* $m 6 9 0 0 1 2 9 0 0 1 04 Boral Limited Annual Report 2010 BuiLding soMething gReat ChAIRMAN’S REVIEW 2010 Boral Limited has made good progress during FY2010 which is particularly pleasing given the difficult economic and market conditions experienced throughout the year. We have developed our strategy to focus on improving the productivity of our existing operations, developing best in class products and concentrating on those markets where we can establish leading positions. From this we go forward with confidence, focusing our efforts at the markets where we see excellent prospects for growth. FY2010 was a year of major change for the Group, with a new management structure and strategy tied to transforming Boral’s business portfolio to highly focused, leadership driven divisions. Overview As this is my first statement since becoming Chairman, I would like to begin by saying how delighted I am to have taken up the Chairman’s role at a very exciting stage of Boral’s development. Since Mark Selway’s appointment as Chief Executive in January 2010, the Group has undergone significant changes. The businesses have been reorganised into five divisions and the planned divestment of two non-core businesses has been announced. Productivity improvements are being implemented in all areas which, despite difficult external conditions, will underpin year on year progress for the Group. Since my appointment, I have visited many of the Group’s key operations, and am pleased to report that there is a great deal of enthusiasm for our program to revitalise our business portfolio and capitalise on the manufacturing and sales streams of the Group. Financial performance Profit after tax, excluding significant items, was similar to last year at $132m ($131m in 2009) despite a 6% reduction on Group turnover to $4.6b ($4.9b in 2009). Earnings Per Share amounted to 22.1c (22.2c in 2009). There were several separate items with a pre-tax cost totalling A$285m which were classified as significant in FY2010. Charges of A$93m arose from the write down of FY2010 Key Announcements 16 September 2009 The Board appoints Mr Mark Selway as the next CEO of Boral Limited, effective 1 January 2010. Mr Selway has been the Chief Executive of the Weir Group PLC, and has an impressive international career and a strong track record of world-class manufacturing, and growth through innovation and geographic expansion. 31 December 2009 Mr Rod Pearse retires after ten years as Boral’s Managing Director and CEO and after 15 years with Boral. “I thank Rod for his outstanding contribution to Boral and for his extraordinary commitment to the Group, its employees and shareholders,” said Boral’s Chairman Dr Ken Moss. 08 February 2010 Boral appoints Andrew Poulter as Chief Financial Officer to replace Ken Barton who leaves Boral at the end of February. Andrew joins Boral on 1 May following a successful career with Adelaide Brighton Limited since 2003, and senior finance roles with Lafarge and Blue Circle Cement in the UK. 10 February 2010 Boral announces a net profit after tax for the six months to 31 December 2009 of $68m, a 9% decline on the prior year in a market environment described by the Company as challenging. Boral expects its full year profit to be broadly in line with current consensus. 05 On 1 December 2009, John Marlay was appointed as non-executive Director. Mr Marlay has had a distinguished career in the building and construction materials sector including his role as CEO of Alumina Limited and senior roles with hanson plc in the UK, Pioneer International in the UK and Australia and James hardie Industries in Australia. On 15 March 2010, Dr Eileen Doyle joined the Board as a non-executive Director. Dr Doyle has had a distinguished career in the materials and water industries in Australia including her role as CEO of CSR’s Panels division, various senior roles with BhP Limited and four years with hunter Water with responsibility for planning and policy development. On 15 September 2010, Catherine Brenner will join the Board as a non-executive Director. Ms Brenner’s career has included working as a solicitor followed by ten years at ABN Amro where she was Managing Director, Investment Banking. People On behalf of the Board, I want to thank the executive and our 14,800 employees around the world for their commitment, tireless energy and focus in what has been a tough year. I ask every employee to show belief in our potential and to recognise it is up to us to deliver as we embark upon our new strategic direction. I am convinced that Boral has the right direction, structure and depth of management expertise to deliver improving returns to shareholders. Dr Bob Every Chairman the carrying values of several loss making, non-core businesses and $178m in asset write downs related to underutilised and obsolete assets in Australia and the United States. A further $14m was provided for in the Group’s ongoing restructuring activities. Cash generation was excellent with cash flow from operations of $459m, 10% higher than the previous year, including a $44m reduction in working capital. The year ended with a net debt position of $1.2b, showing a $331m improvement from the previous year (net debt $1.5b in FY2009). Revenue from continuing operations was 5% down at A$4.5b (A$4.7b in FY2009). Underlying earnings from continuing operations (before significant items), however, showed a 7% increase to $145m ($135m in FY2009). The Board is recommending a final dividend of 6.5c per share making a total distribution for the year of 13.5c (13c in FY2009). Strategy and structure While still at its early stages, our program of operational and strategic change is making sound progress. The initial benchmarking from our LEANmanufacturing and sales and marketing excellence programs validates our belief that operational improvements provide the best short term opportunity to deliver margin, earnings and cash flow improvement in the face of uncertain market conditions. In July, we announced a capital raising of approximately $490 million to strengthen Boral’s balance sheet and to support future capital investments and growth. Growth investments include the strategic acquisition of the remaining 50% of Boral’s US concrete roof tile business, MonierLifetile. In August, the Group successfully concluded the one for five entitlement offer with 92% take-up from institutional investors and a 40% participation rate from retail investors. This level of take-up was in line with recent market precedents and given the challenging market conditions experienced during the offer period, it reflects a positive endorsement of Boral’s new strategy. After the financial year end, in August, we announced the planned divestments of non-core Panels and Scaffolding businesses. These actions improve significantly the focus of the Group and release both financial and management resources to facilitate progress in the operational and strategic development of the business. The key management focus for FY2011 is to ensure that the operational changes we have initiated are successfully implemented to yield their full potential. At the same time we will continue to invest in new products and in growth sectors of our business. While the Group’s operating strategies provide good prospects for profitable growth, our strong cash generation and improved balance sheet also give us the leverage to create further growth through business development and acquisitions. Shareholders can be confident that our financial strength will not be compromised by any high risk or speculative business development activity. The Board Rod Pearse retired at the end of December 2009 after 10 years as CEO of Boral. I take this opportunity to once again thank Rod for his outstanding contribution and his extraordinary commitment to the Group, its employees and shareholders. Dr Ken Moss retired from the Board on 30 May 2010 after almost 11 years with the Group, 10 years as Chairman. his personal dedication, professional experience and insight during his long association with the Group have been invaluable. Roland Williams who has been a non-executive Director since 1999 has indicated his intention not to seek re-election at the Annual General Meeting in November 2010. his wise and helpful counsel during his time in office has been of immense value to the Group. I would like to personally thank Ken and Roland for their contributions. 31 May 2010 Boral confirms that after 10 years in the role Dr Ken Moss is retiring as Boral’s Chairman of the Board and Dr Bob Every assumes the role with effect from 1 June 2010. Dr Every thanks Ken Moss for the great contribution he has made as Boral’s Chairman. 06 July 2010 Boral announces the completion of a comprehensive strategic review of Boral’s business portfolio, operations and structures, together with the MonierLifetile acquisition, a capital raising of approximately $490m to finance growth and to strengthen the balance sheet, and $289m of impairments. 04 and 17 August 2010 On 4 August Boral announces the sale of Precast Panels to Brickworks Ltd for $15m and on 17 August Boral announces the sale of Formwork & Scaffolding to Anchorage Capital for $35m. These divestments are in line with Boral’s strategy to focus investments where Boral has or is establishing a leading market position. 06 August 2010 Boral successfully completes its retail entitlement offer with a Retail Bookbuild price of $4.25 per share versus the underwritten issue price of $4.10. Retail shareholders subscribed with a participation rate of ~40%. The Institutional Entitlement Offer is successfully completed on 8 July 2010, raising ~A$280m with 92% participation rate. 06 Boral Limited Annual Report 2010 BuiLding soMething gReat ChIEF ExECUTIVE REVIEW 2010 Group Executive (pictured) From left to right: Mike Beardsell (Boral Cement), Murray Read (Boral Construction Materials), Ross Batstone (Boral Building Products), Mark Selway (Chief Executive), Mike Kane (Boral USA), Warren Davison (Other Businesses). In 2010 the Group executive engaged the entire organisation in the Company’s mission to put in place decisive actions designed to deliver excellent operational performance. We remain absolutely convinced that in doing so we will unlock our potential to deliver best in sector customer satisfaction and financial returns in the medium term. During 2010 we undertook a critical review of every element of our business and validated our fundamental belief that delivering operational excellence provides the basis for improving margins, earnings and cash flow. From this work and the strategic outcomes we go forward with confidence, while focusing our efforts at the markets where we see excellent prospects for growth. I am pleased with the Group’s progress during FY2010 especially in light of the difficult economic and market conditions we faced during the year. I attribute much of our success to the actions initiated by our management team to improve productivity of our existing operations and focus our efforts at those markets where Boral has a realistic ambition to lead. In the year ahead all of our businesses will be managed robustly with expectations that we press ahead with decisive actions to improve competitiveness and shareholder returns. The strategic changes required to deliver sector best performance are expected to make sound progress during the year. Profit after tax* $132m Steady Cash flow from operations $459m Up 10% *Before significant items 07 Boral has invested US$75 million to acquire the remaining 50% of its concrete roof tile business, MonierLifetile, the market leader in concrete roof tiles. The acquisition allows Boral Roofing to strengthen its roofing portfolio and pursue its strategy of becoming a significant player in the high end roofing market. The MonierLifetile acquisition represents excellent value for Boral in a market that has been hit hard by the housing downturn but which we expect will recover over the next two to three years. The investment highlights Boral’s commitment to our US business for the long term. I want to recognise the contribution of our employees at all levels. I am grateful for their tremendous enthusiasm and outstanding contribution during the year. We have worked hard to improve our processes and manage our costs in the face of an uncertain global economic outlook. FY2010 divisional performance report In July of 2010 we reorganised the business into five core divisions to better reflect their composition and the markets in which we compete. Full year revenue from Construction Materials was $2.1b, down 6% (FY2009: $2.3b) due to ongoing softness in the commercial construction sector. EBIT at $201m was 13% below prior year (FY2009: $231m) due to lower sales volumes and $15m lower earnings from Quarry End Use. This was partially offset by sustained levels of infrastructure activity in our higher margin markets in the first half of the year. Our strongest performance in FY2010 came from our Building Products division where our leading product offerings and geographic diversity produced earnings, profit and cash flow improvements when compared with the prior year. Revenue from Building Products of $1.2b was up 6% (FY2009: $1.1b), with growth in Plasterboard, Timber and Clay & Concrete Products. EBIT of $101m was 90% above the prior year (FY2009: $53m) reflecting strong performances from the Australian and Asian Plasterboard businesses combined with improved operational performance and housing related growth in our Clay & Concrete and Timber businesses. Cement revenue at $512m was 1% above the same period last year (FY2009: $509m) reflecting improved results in Asia offset by lower sales volumes in the Australian non-dwelling sector. EBIT at $88m was $20m below last year (FY2009: $108m) and included a significantly improved Asian performance offset by energy cost increases and the impact of lower Australian cement production as part of a planned strategy to reduce clinker inventories. The USA operations reported revenue of A$364m, 33% below last year (FY2009: A$545m) and reflected continued deterioration in housing starts and construction related activity, and the strengthening of the Australian dollar during the year. At the EBIT level, the USA reported a loss of A$104m against a A$109m loss last year. As previously predicted our USA division continued to experience a tough trading environment with housing starts and commercial construction lagging significantly below historic averages. Mike Kane the new CEO of the US businesses has settled in well and has a well developed plan to capitalise on our excellent market positions and leverage our earnings as the market recovers. Revenue from the remaining Construction Related Businesses, which now includes only Dowell Windows and De Martin & Gasparini, at $294m was up 13% (FY2009: $260m) due to improved trading in the residential sector. EBIT at $6m compared to $2m in the prior year. The Windows businesses made excellent progress in the year and improved profits and sales, while De Martin & Gasparini performed well in an environment of lower commercial project work. Pursuing our Building Something Great strategy We are now actively engaged in developing those businesses which provide the strongest prospects for the future. In 2010 the Group executive engaged the entire organisation in the Company’s mission to put in place decisive actions designed to deliver excellent operational performance. We remain absolutely convinced that in doing so we will unlock our potential to deliver best in sector customer satisfaction and financial returns in the medium term. 08 Boral Limited Annual Report 2010 Building Something Great Chief Executive Review 2010 Continued Operational excellence The Group objective for operational excellence underpins our philosophy that meeting and exceeding our customer expectations will play a pivotal role in our earnings growth going forward. In 2010 we commenced the implementation of the Boral Production System which is a structured process, underpinned with Company-wide training, and which is already beginning to deliver a leaner business culture across all of our operations irrespective of product or geographic diversity. Developing our product portfolio All of Boral’s divisions are now completing their plans to develop more focused product portfolios aimed at the most attractive markets. The first range of new products will be launched in 2011 and a commitment has been made to further investments in research and development for the coming year. I am confident that the technical and intellectual talent already in place at Boral, coupled with a deliberate and systematic approach to innovation, will enhance the Group’s competitive positioning in the near term. Sales and marketing excellence An essential building block in the Group’s future strategy is our ambition to meet and exceed customer expectations, which we are confident will play a direct role in the Group’s earnings growth. We have engaged the entire organisation in the implementation of the sales and marketing excellence initiative which is a structured process geared to delivering a leaner and more customer focused organisation. Today, our best sales and marketing teams deliver industry leading performance and every business in the Group has well defined plans to maximise their customer performance. We remain absolutely convinced that these developments will continue to unlock our full potential for increased customer satisfaction and improving financial returns. Leadership During the year ahead we will continue to strengthen our management team and focus increased resources at developing our leadership talents. Personal development programs are being enhanced to identify our high potential employees and a new and intensive executive leadership training program is being developed to provide the platform to cultivate our next generation of leaders. Employee appraisal, career development and succession planning will form an important component of the executive calendar. Boral is investing A$80 million in its Australian plasterboard business to build a new state-of-the-art manufacturing and distribution facility at its Port Melbourne site in Victoria. The project includes a new energy efficient drier incorporated into a refurbished board line which will lift annual capacity by over 40% to around 30 million m2. A new gypsum receiving system to take gypsum directly from ships into the site will eliminate truck movements and reduce costs and an upgraded plaster production facility will incorporate new recycling plant to process on-site waste. The upgrade to Boral’s ageing Port Melbourne facility, which is expected to be completed by June 2012, follows the successful construction of Boral’s new Queensland plasterboard facility in mid-2008 (pictured above). There is an integral link between the strategic steps we are taking now and our strategies for future growth. Excellent operational performance, outstanding customer service and increased investment in highly competitive products will deliver organic growth, provide the leverage to target acquisitions, and give Boral the position to form strong collaborative relationships with our partners, customers and suppliers. Prospects As we move forward into the new financial year, we will continue to focus the entire group on delivering sector leading performance and rolling out best practice processes across the Group, and with this backdrop we are ideally placed to accelerate growth, both organically and by acquisition. Structurally the Group has benefited from the disposal of a number of non-core businesses. This rationalisation provides a clearer vision of the massive potential for organic growth and inter-divisional collaboration within our core markets and sectors. We are working to develop mutually beneficial strategic alliances and partnerships with businesses where we see opportunities to combine our respective skills to the benefit of our customers and shareholders. I am excited at the prospects for increased collaboration in our future growth endeavours. While the uncertain economic climate and the dire state of the US housing market will continue to have an impact on short term profitability, Boral remains well positioned to succeed even in these difficult market conditions and the clear, decisive actions taken this year will have created a strong platform to accelerate growth and earnings in the future. In July 2010 the Group announced the acquisition of the remaining share of MonierLifetile for a total consideration of US$75m. Looking further ahead we intend to focus the Group’s available funding on those markets and geographies that offer superior growth potential and financial return. Our businesses hold commanding positions in our core Australian markets and have excellent foundations in the US and higher growth regions of Asia. All these geographies provide potential for future growth. Mark Selway Chief Executive 09 Boral Construction Materials is considering a potential investment of around A$200 million in a new hard rock quarry at Marulan South, known as Peppertree Quarry, along with a proposed new rail terminal in south-west Sydney. The investment in Peppertree Quarry would enable the Group to further strengthen its leading position in the Sydney market by providing a cost competitive and secure supply of high quality material for the next 50 years. 10 Boral Limited Annual Report 2010 the BuiLding BLoCKs of gRoWth 1. Laying the foundations Review and respond, creating a strong platform for growth We have conducted a detailed review of the market and Boral’s position in it, to identify market attractiveness and Boral’s ability to compete. Our objective is to operate at sector best performance. The long term core businesses and geographies have been identified and these are Cement and Construction Materials in Australia; Plasterboard in Australia and Asia; and Bricks, Roof Tiles and Masonry in Australia and the USA. Several non-core businesses have potential for value uplift from self-help initiatives and a number of under-performing assets may have more appropriate natural owners who can derive greater value from these businesses than Boral. A ‘one Boral’ approach has been adopted with a simplified organisational structure and streamlined processes. 11 Boral’s new strategic growth platform has now been defined. We have laid the foundations and are putting the building blocks in place so that together we can work towards Building Something Great for our shareholders, our customers, our employees and our communities. 2. ReinfoRCing the CoRe 3. inVesting foR gRoWth 4. seCtoR Best PeRfoRManCe Focus and improve assets where Boral can be market leader Expand and invest, through acquisition and innovation worldwide Realising sector best performance and market leading returns We are implementing structured programs of operational excellence, sales and marketing excellence and increased innovation to maximise the potential across the Group. LEAN principles are being applied to ‘one Boral’ with a Group-wide focus on superior manufacturing performance, reducing working capital, minimising waste and improving plant utilisation. Our ambition is to more effectively leverage our scale, distribution networks and geographic positions to improve sales and marketing performance across divisions. We are focused on improving inter-divisional cooperation to benefit the Group as a whole. We will increase investment in research and development to bring new innovative products to market. Our future investments will focus on markets with higher returns and where Boral has the potential to lead and grow. The strategic review confirmed market attractiveness and potential for Boral Construction Materials in Australia and we have highlighted a potential investment of around $200m over three years in the Peppertree hard rock quarry to secure Boral’s leading quarry position in the New South Wales market. We also intend to invest $80m in upgrading the Melbourne Plasterboard plant to expand capabilities in the southern states of Australia. In the USA, we are committed to further growth and invested US$75m to acquire the remaining 50% share of MonierLifetile. We have started the journey to sector best performance. Our goal is to move all of our core businesses to be ‘best in class’ with leading market positions and returns. We are working towards superior through-the-cycle returns which will be an ongoing process over the next few years, underpinned by regular performance assessments to identify best practice standards and to bring all businesses in the Group to the highest standard in the sector. While areas of best practice are now evident throughout the Group, there is significant potential to improve the performance of Boral’s businesses. 12 Review of operating divisions Boral Limited Annual Report 2010 ReinfoRCing the CoRe OPERATIONAL ExCELLENCE BORAL PRODUCTION SYSTEM By continuously improving the Group’s operations and manufacturing activities we have ambitions to be the best in the market at what we do. We intend to improve working capital through just-in-time principles, and reduce waste while improving plant utilisation and the flow of production. All of Boral’s divisions are actively implementing the Boral Production System, which is based on the principles of ‘LEAN Manufacturing’. During the year, Boral’s LEAN champions audited nearly 100 sites to conduct baseline assessments against which improvement targets have been set and performance is being monitored. Performance is assessed against 10 critical characteristics of Lean, including: housekeeping, continuous improvement, quick changeover capability, productive maintenance, material control and level production. The initial assessments have allowed Boral’s businesses to identify common problems and issues and have confirmed that there are significant opportunities for improvement. The review process has also identified internal ‘best practice’, encouraging all our businesses to strive towards a similar level of performance. Objectives • Operational excellence delivers improved results and better safety outcomes. • Safety performance improves through better housekeeping, improved workflow and standardised operating procedures. • Production wastes reduce, with improved environment and lower costs. • Working capital reduces to align inventories to market demand. • Plant capacity opens up through improved utilisation without adding new capital. SALES AND MARKETING ExCELLENCE Excellence in sales and marketing is an essential building block to the Group’s ambition of delivering sector best returns. As ‘one Boral’ we are working to improve collaboration between sales teams across the businesses and strengthen our sales and marketing effectiveness capabilities. Audit Following a pilot study in Queensland, an assessment of the Group’s sales effectiveness was completed with performance benchmarked against seven areas of performance: strategic marketing, customer and product mix, pricing, account management, sales force effectiveness, customer- back innovation, and channel management. Improvements The benchmark studies confirm significant potential exists for margin and customer service improvements across the Group. The Group is rolling out a structured sales and marketing program to deliver a sustained improvement in capabilities and performance, which will involve every sales and marketing professional across Boral. Maximise potential We identified opportunities and are developing processes to maximise potential for logistics and distribution efficiencies across all of Boral. Sales opportunities will be more easily leveraged across Boral’s product portfolio to maximise value for our customers and for Boral. Leverage Boral is one of the most recognised brands in the industry and is a household name in Australia. We are working hard to leverage the Boral brand across the entire Group and maximising the potential for cross selling integrated solutions by better serving customers with a ‘one Boral’ approach. 13 INNOVATION To support our growth objective the Group is embarking on an exciting program to create a culture of innovation. We are developing processes and allocating resources to add dynamism to our research activities and will invest in product development to commercialise successful innovations faster. Boral is well positioned to deliver new products to market; we interact with retailers, home builders, contractors and commercial builders. We have a proven ability to deliver innovative product solutions, but we have been too slow at doing this. We plan to increase funding for research and to develop more dynamism in delivering great new products to market. We intend to capitalise on the use of fly ash in Australia and the USA and other by-products and recycled materials to produce products that are recognised for their environmental credentials. Boral Trim is one such product which we are working to commercialise in the USA by investing $14 million to build our first world class composite products plant. Objectives • Increased funding for innovation will enable Boral to respond to changing customer needs and market trends. • Improved leverage of Boral’s sustainability credentials and reputation as an industry leader. • Better utilisation of our existing channels to market by developing great new products to grow our market position. • A culture of innovation delivering better products, services and manufacturing performance. • Encouragement and support of innovation will help to attract and retain the best people in the industry. Currently supporting 30 projects focused on innovation Investing $14m to build world class composites plant Boral’s ground-breaking new product Boral Trim has been launched after four years of research, development and field testing. The product has been designed for a range of construction trim applications including corners, fascias, friezes, batten strips, window and door surrounds and rake boards. Boral Trim is easy to install and has exceptional durability. It will be manufactured at Boral’s first full-scale composite production facility in the US Southeast. 14 Review of operating divisions Boral Limited Annual Report 2010 ConstRuCtion MateRiaLs Boral Construction Materials (BCM) is an integrated, resource- based manufacturing business with outstanding resource positions in key markets. The division is actively developing industry leading performance in manufacturing, sales and marketing, logistics and contracting. The division’s leading positions in the Australian concrete, quarry and asphalt markets provide a strong foundation from which to grow. Divisional results Revenue $2,119m Down 6% EBIT $201m Down 13% LTIFR 3.1 Versus 2.6 last year Revenue breakdown Quarries Concrete Asphalt Quarry End Use Performance Full year revenue from Construction Materials was $2.1b, down 6% (prior year; $2.3b) due to ongoing softness in the commercial construction sector. EBIT at $201m was 13% below prior year (prior year: $231m) due to lower sales volumes and $15m lower earnings from Quarry End Use. Infrastructure spending was particularly strong in New South Wales and Queensland while dwelling activity was strong in Victoria and South Australia. Offsetting these positive outcomes was a significant downturn in non-dwelling commercial work. Despite a 4% decline in volumes, Concrete and Quarry results were supported by strong infrastructure activity, including the Northern Expressway and Desalination plant in South Australia, the hinze Dam in Queensland, and the F3 widening and Ballina Bypass in New South Wales. While concrete and quarry prices made progress during the year, concrete margin remains unacceptable in a number of markets and will be a key focus of the division’s improvement objectives. Record profits were delivered from the asphalt businesses as a result of successful execution of several major infrastructure projects. Quarry End Use contributed $32m of EBIT compared to $47m in the prior year, underpinned by property sales at George’s Fair (Moorebank) and sales of Boral sites in Geelong and Perth. Employee lost time injury frequency rate of 3.1 was disappointing and compares with 2.6 in the previous year. Renewed management focus emphasising line management accountability is being rigorously implemented to reverse this decline. Key achievements • The operating structure of the division was realigned in August to increase focus on operational and customer initiatives. • Completion of the Ipswich Motorway project, upgrading from four to six lanes and providing a multilevel interchange. • The Port Botany project involving the production of 200 precast counterfort units on site as part of the largest port project in Australia in 30 years. • Rebuild and modernisation of Boral’s Artarmon concrete plant was completed in June 2010. • Divisional LEAN implementation team established and undertook baseline LEAN assessments across 89 major sites in the second half of the year. Market review and outlook In the year ahead we expect continued strong infrastructure and improving commercial activity to drive volume growth in concrete and quarries. Asphalt demand should remain at current high levels. We anticipate some softening in dwelling activity due to affordability and interest rates and in social construction activity with the completion of the government stimulus programs in schools. Concrete and quarry price increases that became effective in April 2010 are being reinforced by further increases announced to take effect in October 2010 and demonstrate our commitment to strong pricing outcomes. The increased focus on Sales and Marketing initiatives and implementation of the LEAN Boral Production System is expected to improve productivity and deliver growth. The BCM business is being restructured to better support the delivery from these initiatives. Quarry End Use earnings are forecast to be broadly similar in FY2011. Quarries Boral is Australia’s leading quarry operator with 90 quarries, sand pits and gravel operations producing concrete aggregates, crushed rock, asphalt, road base materials, sands and gravels for the Australian construction industry. Concrete Boral’s market-leading network of 250 premix concrete plants produce a wide range of concrete mixes throughout Australia. The Group’s geographic cover and responsiveness to customer needs differentiates us in the market. Asphalt Boral is a leading full service supplier of asphalt and technical materials for the surfacing and maintenance of road networks. The division has over 50 plants throughout Australia and is a leading supplier to critical road building projects. Logistics and Property The division operates an integrated logistics business with a fleet of 316 company-owned and 860 contracted vehicles. The division also operates a Quarry End Use business, formed in 2000, to realise appropriate end uses and maximise the value of Boral’s land assets. 15 Boral has played a vital role in the expansion project at the Port Botany container port facilities. Boral was selected to supply 97,000 cubic metres of high durability and standard concrete which is being used to produce more than 200 enormous precast concrete wall sections. Employees 4,152 Down 2% Capital expenditure $81m Down 18% Many of Australia’s largest and most impressive bridges and road networks have been built with Boral’s aggregates, asphalt, concrete and cement, including the iconic Anzac Bridge. 16 Review of operating divisions Boral Limited Annual Report 2010 CeMent Boral’s Cement division is a leading supplier of cement, lime and fly ash in Australia and of concrete, quarry and pipe products in Asia. In 2009/10 the division experienced robust markets in Asia and grew volumes and margins. In Australia our focus was tied to improving productivity and reducing inventories to reflect current market demand. Divisional results Revenue $512m Up 1% EBIT $88m Down 19% LTIFR 1.0 Versus 0.9 last year Revenue breakdown Cement Indonesia Thailand Performance Cement revenue at $512m was 1% above the same period last year (prior year: $509m) reflecting improved results in Asia offset by lower profits in Australia. EBIT at $88m was $20m below last year (prior year: $108m) and included a significantly improved Asian performance offset by energy cost increases and the impact of lower Australian cement production as part of a planned strategy to reduce clinker inventories. In Australia under a difficult trading environment the business focused on reducing costs and working capital while preparing to meet growing demand as markets recover. Cement kiln output was reduced by 17% to reduce high levels of clinker stock, resulting in the division’s active cement kilns operating at less than 80% of capacity. Sharp increases in energy costs were offset by ongoing cost reduction measures, and restructuring costs including an 11% decrease in the number of employees. During the year markets in Asia performed well and profitability of our Asian businesses improved significantly. Indonesian concrete and quarry revenue grew by 11%, while the pipe and precast business achieved 39% revenue growth. The Thailand Construction Materials business focused on the successful execution of a plan to reduce costs and increase sales volume. Employee lost time injury frequency rate of 1.0 was up from the exceptional divisional result of 0.9 in the prior year. however, there were no contractor LTIs versus three in the prior year, giving a small improvement overall. Key achievements • Reduced cost structure and working capital leave the division well prepared to capitalise on growth of construction materials markets. • Solid opening order book to supply cement to major infrastructure projects. • Rebranding of Blue Circle Southern Cement to Boral Cement to capitalise on Group synergies. • Strong growth in volumes and returns in the Indonesian concrete, quarry and pipe business. • A turnaround in the Thailand Construction Materials business, with the June 2010 quarter being the first profitable quarter since 2007. Market review and outlook The outlook for Boral Cement is encouraging, with a strong order book of infrastructure projects, resurgent lime demand driven by recovery in the steel sector, and steadily improving demand for ready-mixed concrete. The division enters the new financial year prepared for growth, with cement clinker stocks at optimum levels, and inventories and other working capital reduced by $18m. The outlook for the Asian businesses remains positive in line with significant projected economic growth in the region. The division will continue to grow in Indonesia through deployment of our fleet of mobile batching plants and expansion in pipes and precast. In Thailand, our ambition is to grow margins through continued focus on materials cost and network optimisation. Cement Division Boral’s Cement division operates two distinct businesses. In Australia Boral Cement is a leading Australian cement producer. In Asia the division operates in Indonesia and Thailand, supplying concrete, quarry and pipe products. There are 4,600 employees working in the Cement division. Boral Cement Boral Cement (formerly Blue Circle Southern Cement) has manufacturing operations in eastern states, including cement plants in NSW and Victoria, and through a 50%-owned JV, Sunstate Cement, a cement milling facility in Queensland. The division also supplies lime and limestone for a diverse range of purposes from steel manufacture to agriculture. Indonesia PT Jaya Readymix is the #1 supplier of concrete in Indonesia. With 39 concrete batch plants, 11 mobile batch plants, two quarries and pipe and precast operations, the business is developing markets in the rapidly growing regions outside Western Java. Thailand Thailand Construction Materials operates 45 concrete batch plants and a growing quarry position employing over 1,200 people. Approximately 450 owned and operated concrete trucks provide sector leading geographic coverage and responsiveness. 17 Boral’s PT Jaya Readymix has supplied around 52,000 m3 of concrete into Equity Tower, a 44 storey office building in the Sudirman Central Business District in Jakarta. On its completion in October 2010 Equity Tower at 220 metres will be the tallest building in Jakarta. Employees 4,519 Up 8% Capital expenditure $26m Down 30% Boral’s involvement in the construction of Sydney icons is impressive, supplying products for the Sydney Opera House and much of the development in Sydney’s foreshore. 18 Boral Limited Annual Report 2010 BuiLding PRoduCts Boral Building Products division holds leading positions in the manufacture and sale of clay and concrete products, plasterboard and timber in Australia and in plasterboard in Asia through its 50% owned venture, LBGA. A strong turnaround was delivered in 2009/10 as plant output realigned to stronger sales volumes and cost improvements were delivered across all businesses. Divisional results Revenue $1,206m Up 6% EBIT $101m Up 90% LTIFR 2.0 Versus 2.1 last year Revenue breakdown 1 Includes Boral’s share of equity accounted revenue from the LBGA JV in Asia, which does not appear in the consolidated accounts. Performance Revenue from Building Products of $1.2b was up 6% (prior year: $1.1b), with growth in Clay & Concrete Products, Plasterboard and Timber. EBIT of $101m was 90% above the prior year (prior year: $53m) reflecting strong performances from the Plasterboard businesses in Australia and Asia, combined with improved operational performance and housing related growth in our Clay & Concrete and Timber businesses. All businesses contributed to the major operating profit and margin improvement in 2009/10. In the prior year, performance was impacted by the decision to operate plants in the Clay & Concrete Products and Timber businesses at below sales levels to reduce working capital and investments. One-off costs from the start up of the new plasterboard plant in Queensland also impacted returns in the prior year, with a significant improvement delivered year-on-year. Cost reduction initiatives in our Brick, Roofing and Timber businesses also contributed to the EBIT increase, particularly in the half year to June. In Asia, LBGA improved strongly and benefited from strong demand in most countries and the delivery of excellent operational performance. Employee lost time injury frequency rate improved from 2.1 in the prior year to 2.0. Plasterboard of Australia Plasterboard of Asia1 Clay & Concrete Products Timber Key achievements • The new plasterboard plant in Queensland performed strongly, achieving key performance goals including operating costs, energy efficiency, up-time and quality. • Construction of the new masonry products plant in Perth is substantially complete and will replace two higher cost, lower efficiency plants which will be closed. • New plasterboard production lines commenced operation at Baoshan (China) and Saraburi (Thailand); each with 35 million m2 per annum of capacity. • Cost reduction initiatives and improved operating efficiency in Bricks West, hardwood and Plywood contributed to EBIT. • Lean audits and improvement plans were completed in all of our manufacturing plants. Market review and outlook Government stimulus projects are expected to drive further demand for Boral Building Products in the first half of the year. We are expecting an increased investor participation in new housing markets which should contribute to stronger sales volumes in the year. In Asia, continued robust construction activity in our key territories is expected to sustain plasterboard sales volumes. A new streamlined organisation will facilitate LEAN manufacturing, sales and marketing and back office improvements. Lean audits highlight the potential for major efficiency gains going forward and provide a sound basis for improvement. Plasterboard Australia Boral is a leading integrated supplier of plasterboard which operates six production plants and 51 distribution centres across Australia and is the largest plasterboard installer to the new housing sector. Plasterboard Asia Lafarge Boral Gypsum Asia (LBGA) is the leading supplier of plasterboard and other internal linings products across Asia. The 50% owned joint venture operates production plants in seven countries and trades in a further three, as well as exporting to more than 30 countries. Clay & Concrete Products Boral is one of Australia’s leading suppliers of clay and concrete bricks, blocks, pavers and roof tiles. The group operates 20 production plants and 37 distribution centres nationally. Timber Boral operates wholly owned hardwood and plywood businesses on the east coast of Australia. Boral also has 50% ownership of highland Pine, a leading NSW based softwood manufacturer. 19 Boral supplied bricks and masonry products for a housing NSW Affordable Rental housing Project in Sydney, made possible by the Australian Government Stimulus Program. Bricks were chosen for their robust and low maintenance finish and good thermal mass. Employees 2,962 Down 5% Capital expenditure $60m Down 3% Boral’s building products have been used in homes throughout Australasia, including landmark residential towers. The Eureka Tower in Melbourne used Boral EurekaWALL™ as the internal walling system. 20 Boral Limited Annual Report 2010 usa Boral USA has an industry leading position in bricks, and concrete and clay roof tiles for exterior residential and midrise commercial buildings. The construction materials business has leading positions in Oklahoma and Colorado, while the fly ash processing and distribution business operates on a national basis. Housing starts remain at historically low levels and our focus is on reducing costs while readying the business for the upside in the cycle. Divisional results Revenue A$364m Down 33% EBIT A$(104)m Up 5% LTIFR 3.3 Versus 1.4 last year Revenue breakdown 1 Includes Boral’s 50% share of equity accounted revenue from joint venture businesses, which does not appear in the consolidated accounts. Bricks Roofing1 Materials Performance The USA operations reported revenue of A$364m, 33% below last year (prior year: A$545m) reflecting a continued deterioration in housing starts and construction related activity, and the strengthening of the Australian dollar during the year. At the EBIT level, the USA reported a loss of A$104m against a A$109m loss last year. US dollar losses increased to US$91m against US$81m in the prior year, impacted by reduced volume and low utilisation of fixed plant. Favourable exchange rate movements, lower head count and cost reductions largely mitigated the reduction in revenue. The US continued to experience significant challenges during the year as housing activity and a difficult non-residential market resulted in declines in financial performance across all areas of the US business. Revenue from Bricks was down 24% to US$154m due to an 18% decline in volumes, coupled with a small decline in pricing caused by product mix and competitive pressures. Plant utilisation averaged 25%, requiring continuation of cost cutting initiatives which remains our primary focus until the market recovers. The Roofing business (including our 50% share of revenue from the joint venture businesses) achieved revenues of US$50m, 14% lower than the prior year driven by reduced volume levels. Revenues in Construction Materials were down 17% to US$156m due to a 24% decline in concrete volumes. Aggregate volumes increased 9% due to an increased market share and an increased focus on external sales. Employee lost time injury frequency rate deteriorated significantly from 1.4 in FY2009 to 3.3. The division has launched a system-wide housekeeping initiative driven by the Lean 55 tool and a behaviour based safety observation program which is currently delivering improved results. Key achievements • Purchased the remaining 50% of MonierLifetile which will be combined with clay roof tiles to form Boral Roofing. • Roofing products achieved the prestigious cradle to cradle gold certification from the US Green Building Council (USGBC). • Both the Cladding and Roofing businesses commenced the LEAN manufacturing journey with three facilities being audited. • Our Technology Centre completed the development of its PACT fly ash beneficiation treatment to mitigate the impact of mercury in fly ash. • Aggregate sales increased versus the prior year despite a falling market due to new products and customers. • Successfully piloted composite Boral Trim plant which will move into volume production in 2011. Market review and outlook It continues to remain unclear when and how rapidly a turnaround in US housing and construction activity will occur. We expect an increase in housing starts in the upcoming year, biased towards the second half. Non-residential construction activity is expected to remain flat throughout the year. The US division’s emphasis on LEAN manufacturing, full ownership of MonierLifetile with its associated synergies, together with a simplified organisation structure will provide the foundations to maximise the benefits of a market recovery. Bricks Boral has a leading position in brick manufacturing with low cost facilities and arguably the best geographic position in the industry. A distribution network of 54 facilities across 11 states distributes brick, stone, and complementary masonry products. Roofing Boral’s high end roofing solutions consists of a market leading range of concrete and clay tile products. The acquisition of the remaining 50% of MonierLifetile provides significant synergy and market opportunities. Materials With national fly ash and regional concrete and aggregates offerings, we are positioned to satisfy growing demand as the US economy returns to more normalised construction spending levels in the future. Technology A well-funded national Technology Centre was developed during the year to provide a platform for innovation across the US businesses. The development of Green Sustainable products is a priority of our future plans. 21 Boral is the largest brick maker in the US with 80% direct distribution through Boral Direct, Boral’s network of brick studios. Boral’s key US market is the detached housing market. Employees 1,511 Down 5% Capital expenditure $10m Down 65% Boral bricks and roof tiles have been used to build some of the most prestigious and timeless homes across the United States including California’s magnificent beach homes. 22 Review of operating divisions Boral Limited Annual Report 2010 steP By steP gRoWth FINANCIAL REVIEW Chief Financial Officer Andrew Poulter Revenue at $4,599m declined by 6% over prior year as continued weakness in the US residential housing sector and a softening of demand in the Queensland construction materials sector directly impacted the result. Currency conversion had a measurable impact weakening the reported 2010 financial year US revenues due to the strengthening of the Australian dollar during the year. Adjusting for the US dollar conversion impact, in constant currency terms underlying Group revenues were 4% below prior year. In Australia, construction activity was broadly comparable with prior year with the exception of Queensland, which after a record 2009, saw sales volumes soften as major projects were completed during the first half year. Overall housing starts for FY2010 at 155,000 were around 18% above prior year driven by the increased Government stimulus incentives for first time home buyers. Demand was sustained across all other states as increased infrastructure and schools infrastructure spending, funded by further stimulus programs, offset the continuing weakness in the commercial construction sector. The latter sector continues to be adversely impacted by funding constraints, higher vacancy rates and investor confidence. Turning to the segmental reporting, Boral Construction Materials revenues at $2,119m were 6% below prior year predominantly as a result of weaker demand in Queensland which impacted both concrete and quarry products sales and weaker metro sales in Western Australia. Asphalt sales weakened in the second half year due to the completion of major infrastructure expenditure projects in Queensland and South Australia. The Cement Division revenues incorporating South East Asia construction materials showed broadly level revenues over prior year as growth in Indonesia and Thailand offset weaker cement sales in New South Wales. Building Products revenues grew by 6% to $1,206m through increased demand from all sectors and specifically stronger plasterboard, bricks and concrete products sales, the latter driven by the Government stimulus package directed towards investment in schools infrastructure, which had a significant impact upon commercial activity throughout the year. The US market showed further deterioration in the first half year with the primary driver of demand, seasonally adjusted US housing starts, falling to an annualised rate of 576,000. Second half activity after an encouraging start fell away in the final quarter as a result of the cessation of the Federal first homeowner grant stimulus in June. As a result the June 30th annualised housing starts fell to 537,000 versus 590,000 in the prior year. Consequently Boral’s US revenues fell by a further 33% to $364m though this reduction was also materially impacted by the strengthening of the Australian dollar. In local currency terms, underlying US revenues were 21% below 2009. This reduction brings the cumulative decline in US revenues to around 60% from the peak market demand in the 2006 financial year. Agreements were entered into for the sale of both the Precast Panels and the Scaffolding and Formwork businesses in August 2010. As a result, these operations have been classified as discontinued operations and assets held for sale in the 2010 income statement and balance sheet respectively. These sales realised gross proceeds of circa $50m and are immediately earnings accretive from the 2011 financial year. The businesses have been revalued as part of the 2010 impairment review to their anticipated sale value. 23 Profit after tax before significant items was $132m versus $131m for the prior year. Group reported net loss at $91m included a number of significant items relating to asset impairments and business write downs which are set out in the table below: Reconciliation of underlying results to reported results $ millions EBIT Interest Tax Minority interest Profit after tax Underlying results Significant items Business write downs Impairment of assets Organisation restructure Tax Total Reported results 251.9 (97.0) (22.1) (1.2) 131.6 (92.6) (178.7) (13.7) (285.0) (33.1) 62.9 62.9 40.8 (97.0) (1.2) (92.6) (178.7) (13.7) 62.9 222.1 (90.5) The Group has reviewed the carrying value of its assets with regard to the current projections of future market demand and the change in strategic intent of the Group. As a result a $285m impairment charge ($222m after tax) has been recognised as a significant item. This impairment charge relates to three specific areas: (i) Business Write Downs: Following the re-assessment of current net present value of future cash flows of the Thailand Construction Materials business it has been necessary to recognise a $17m impairment against the carrying value of these assets. At the balance sheet date, written offers for the sale of the Precast Panels and Scaffolding and Formwork businesses had been received. This required the recognition of a $76m impairment against the net assets of these businesses. (ii) Asset Impairments: Following the change in strategic intent of the Group the future operating requirements of specific plants currently mothballed have changed. As a result, it has been necessary to write down the carrying value of specific plant and associated obsolete spare parts inventories. In addition, recognition has been made for the impairment of specific obsolete and slow moving finished goods inventories. This has required the write down of $94m of Australian and $43m of US assets respectively. A further $42m impairment has been recognised with regard to the write down of the carrying value of the Penrith Lakes Development. This has been necessary due to the uncertainty of the viability of the future development of this site west of Sydney. (iii) Organisational Restructure: As a result of the strategic review and the need to simplify corporate and divisional management structures a $14m provision has been recognised for the restructuring changes which were underway at June 30th. The summary income statement recognising the significant items on an after tax basis is set out as follows: Income statement $ millions Sales revenue EBITDA1 EBIT/(Loss)1 Interest1 Income Tax1 Minority Interest Underlying Profit/(Loss) after tax1 Net Significant Items Net Profit/(Loss) after tax 2010 2010 Discontinued Operations Group 2010 Continuing Operations 2009 Group 2009 2009 Discontinued Continuing Operations Operations 4,599.3 105.5 4,493.8 4,875.1 147.4 4,727.7 504.5 251.9 (97.0) (22.1) (1.2) (12.8) (18.6) 5.7 517.3 270.5 (97.0) (27.8) (1.2) 539.0 275.7 (127.2) (17.1) (0.2) 1.9 537.1 (4.9) 280.6 (127.2) 1.0 (18.1) (0.2) 131.6 (222.1) (12.9) (58.9) 144.5 (163.2) 131.2 10.8 (3.9) 135.1 (17.2) 28.0 (90.5) (71.8) (18.7) 142.0 (21.1) 163.1 Earnings Per Share1 (cents) 22.1 Earnings Per Share (cents) (15.2) 1 Excluding significant Items 22.2 24.1 24 Review of operating divisions Boral Limited Annual Report 2010 Step by Step Growth Financial Review Continued Earnings before interest and tax (EBIT) EBIT at $252m was $24m (9%) below 2009 due to two significant variances, the loss of the $16m dividend income from the Adelaide Brighton shareholding (which being fully franked also reduced net profit after tax by the same amount), and a $15m reduction in Quarry End Use earnings. The fall in Quarry End Use earnings was due to reduced land development activities in New South Wales during the year and specifically due to the completion of the Moorebank development. This lower level of development activity will defer land sales income to future years. EBIT from the operating divisions increased by 3% over the prior year after adjusting for the Quarry End Use reduction and the receipt in 2009 of the Adelaide Brighton dividend. Boral Construction Materials. The Australian quarry, asphalt and concrete operations incorporating the Quarry End Use income returned a $201m EBIT, a $30m (13%) reduction over prior year. After adjusting for the Quarry End Use variance, underlying construction material EBIT was 7% below prior year. This was primarily driven by the weaker Queensland concrete sales volumes offset by tight cost control and gross margin optimisation across all regions. As a result EBIT margins dipped to 9.5% from 10.2% for the prior year. Boral Building Products. The plasterboard, bricks, roof tile and masonry products businesses delivered a $101m EBIT for the year, a $48m (90%) improvement over prior year. This result was driven by improved operating performance in the Australian plasterboard and brick operations and specifically the Pinkenba, Queensland and West Australian plant investments. The LBGA Asian plasterboard joint venture showed a 31% increase in equity accounted earnings as a result of stronger sales in China, India and Vietnam. EBIT margins increased significantly to 8.4% versus 4.7% in the prior year. Boral Cement. The Australian cement and Thailand and Indonesian construction materials businesses returned an $88m EBIT for the year, a $20m (19%) reduction over the prior year. Improved earnings from the Asian operations were based upon increased market demand and continued focus upon margin improvement, through both sales price and cost optimisation. The Australian cement operations saw weaker earnings due to reduced equity accounted income from Sunstate due to weaker cement demand in Queensland and due to the planned 55% reduction in clinker inventories. The latter was achieved through a 15% curtailment in production, the combined effect of which resulted in a $14m year on year adverse fixed cost variance. Energy costs increased by $12m as a result of higher kiln fuel costs, though this adverse impact was primarily offset by the continued focus upon fixed cost reduction. EBIT margins declined to 17.2% versus 21.3% in the prior year. Other. Following the agreement to sell the Precast Panels and Scaffolding businesses in August 2010, the Windows and Concrete Placing businesses are the remaining operations now reported in this category. The Windows business delivered a further increase in earnings through improved sales and further gains in operating efficiency. Concrete Placing continued to return stable earnings in its core New South Wales market. Interest Net finance costs before significant items reduced by $30m (24%) to $97m versus prior year due to both the reduction in borrowings and the benefit of the lower underlying cash rate. Other non cash movements in finance costs relate to the unwinding of the discount on remediation provisions of $2.9m. Interest cover (EBIT to interest) before significant items improved to 2.6 times versus 2.2 at 30 June 2009. Income tax The tax charge at $22m (2009 $17m) before impairments represents an underlying effective tax rate of 14.3% (2009 11.5%). This increase resulted primarily from the loss of franking credits associated with the Adelaide Brighton dividend following the sale of the shares in May 2009. The underlying effective tax rate is below the 30% corporate tax rate due to the impact of the US losses and the accounting for equity accounted income from joint ventures. 25 Earnings Per Share and dividends Earnings Per Share (before significant items) at 22.1 cents was in line with the prior year (22.2 cents) as sustained net profits were delivered against a 1.9% increase in issued capital as a result of the 43% average take up of the shareholder Dividend Reinvestment Plan. Earnings Per Share (before significant items) from continuing operations increased to 24.3 cents versus 22.9 cents in the prior year. A final dividend of 6.5 cents per share was declared bringing the full year dividend to 13.5 cents per share versus 13.0 cents per share for FY 2009. This 4% increase represents a 67% payout ratio which is towards the upper end of the Board’s preferred range of 50% to 70%. The net financial position of the Company improved as net debt was reduced by $331m (22%) to $1,183m. This reduction was achieved through a $281m net cash inflow and a $50m reduction in US dollar denominated debt as a result of the stronger Australian dollar at the balance sheet date. At 30 June 2010 the Company had available undrawn committed debt facilities of $1,030m, the Company’s average debt maturity profile was 5.9 years compared with 6.1 years at 30th June 2009. Debt and Gearing As at 30 June Total debt Total cash and deposits Net debt Total shareholder equity Gearing ratios Net debt : equity (%) Net debt : equity plus net debt (%) Net debt/EBITDA1 Interest cover1 (times) 1 Excluding significant items. 2010 $ millions 1,339.6 157.0 1,182.6 2,626.1 2009 $ millions 1,614.1 100.5 1,513.6 2,753.6 45 31 2.3 2.6 55 35 2.8 2.2 Gearing, net debt to equity, was reduced to 45% from 55% reflecting the impact of the reduction in net debt. The underlying return on shareholders’ funds increased from 4.8% to 5.0%. Subsequent to the year end the Company raised $490m through an accelerated renounceable 1 for 5 rights issue at $4.10 per share. The pro forma gearing as at 30 June 2010 based upon the proceeds of this issue is reduced to 25%.1 The Net debt to EBITDA ratio improved to 2.3 times versus 2.8 at 30 June 2009. Cash flow Cash flow from operating activities increased by $40m to $459m as a result of a $44m reduction in working capital and lower tax and interest payments. A key driver in the working capital movement was the focus upon inventory reduction. Free cash flow increased by $95m (41%) to $324m as a result of reduced capital expenditure which, at $180m, was $60m (25%) below prior year. Sustaining, or stay in business capital expenditure, was $119m, at 47% of depreciation (2009 $163m, 62% of depreciation) and has continued for a second year at unsustainably low levels. This intentional capital constraint has allowed the Company to optimise cash flow and to re-evaluate its capital expenditure priorities to ensure consistency with the 2010 strategic review. Net cash flow at $281m was broadly level with 2009 $286m though prior year included the $205m sale proceeds from the divestment in the shareholding of Adelaide Brighton. 1 Pro forma gearing at 30 June 2010 following completion of the $490m equity raising and acquisition of 50% of MonierLifetile. 26 Boral Limited Annual Report 2010 sustainaBiLity in BoRaL Over the past decade Boral has demonstrated a clear commitment to sustainable development and the ability to lift and sustain performance to a level of industry best practice. This is evident through the external recognition that Boral has received including membership of the FTSE4Good Index, the Dow Jones Sustainability Index and the 2010 Global 100 list of the world’s most sustainable companies, announced at the Davos World Economic Forum. Between 2001 and 2009 the Boral Sustainability Diagnostic Tool (BSDT) was an integral tool in developing sustainability management in Boral. In 2001 we set a target of ‘industry specific best practice’ across 20 sustainability elements. This target was broadly achieved and was verified with external assurance. All of Boral’s divisions are now achieving high levels of sustainability performance and since 2004 we have provided extensive sustainability reporting by division to assure our stakeholders that this is the case. Our sustainability initiatives have provided Boral with a strong foundation to move forward and our businesses are well equipped to respond to regulatory reporting and business specific requirements. We have now streamlined our corporate reporting with this summary report supplemented by a more comprehensive online report. Boral’s commitment to sustainability remains firm, and we are prioritising initiatives to ensure that our businesses are focused on those areas that will make the most difference to our shareholders, our customers, our communities, our employees and the environment. Key areas of focus include health and safety, energy efficiency and emissions reduction, water management, sustainable product development, and community partnerships. These priorities remain critical areas in terms of business continuity and they present opportunities for cost reductions, revenue enhancement, reputation growth and stakeholder engagement. OUR PEOPLE At a glance FTE employees JV employees FTE contractors Average length of service Aus USA Asia Women in Boral Women in management Employees by Region* FY2010 14,806 ~3,000 ~6,000 8.7 yrs 11.8 yrs 4.8 yrs 13% 9% FY2009 14,766 ~3,000 ~5,700 8.4 yrs 11.1 yrs 4.8 yrs 13% 9% Australia, 64% Asia, 26% USA,10% *FTE employees only Workforce profile As at 30 June 2010, Boral had 14,806 full-time equivalent (FTE) employees and around 6,000 FTE contractors working across its global operations. In addition, approximately 3,000 employees were working in joint venture operations. The number of FTE employees was broadly steady on the prior year with a 5% decrease in the USA offset by an increase in employee numbers in Asia. The average length of service of Boral employees is around eight years. In the USA, the average length of service is high at 11.8 years; in Australia it is 8.7 years; and in Asia it is just under five years. Diversity Boral has maintained its status as an Employer of Choice for Women as recognised by the Australian Government’s Equal Opportunity for Women in the Workplace Agency. Boral has also maintained its Indigenous Employment Strategy in partnership with the Australian Government’s Corporate Leader Program. Employing 46 Aboriginal people under the current Structured Training and Employment Program (STEP), Boral has applied for funding for another STEP program for 2010-12. Policies and values Boral’s corporate values guide employee decision making and influence our business activities. Boral’s Code of Conduct states that Boral companies and employees must observe both the letter and the spirit of the law and adhere to high standards of business conduct and strive for best practice. We take adherence to legal and ethical standards seriously. Enhanced personal development programs are being developed to identify high potential employees and a new executive leadership training program will cultivate the next generation of leaders. Focus is also being given to improving employee appraisal, career development and succession planning processes. hEALTh AND SAFETY LTIFR* for Employees 1 . 3 8 . 2 5 . 2 1 . 2 8 . 1 6 0 7 0 8 0 9 0 0 1 LTIFR* for Contractors 3 . 7 7 . 5 7 . 5 4 . 2 9 0 3 . 2 0 1 6 0 7 0 8 0 Mechanism of Injury Muscular stress Hitting objects with part of the body Hit by moving object Falls on same level Repetitive movement Other *Lost Time Injury Frequency Rate per million hours worked 27 Performance During 2009/10, Boral’s lost time injury frequency rate (LTIFR) for employees at 2.1 was up from 1.8 in the prior year. Percentage hours lost improved to 0.05 versus 0.06 last year. Contractor LTIFR of 2.3 was an improvement over last year’s 2.4 but percentage hours lost of 0.05 was up from last year’s 0.03. The Group’s overarching strategy has been to reduce LTIFR and percentage hours lost by 25% on the previous three year average. The 2010 LTIFR of 2.1 for employees represents an 11% improvement on the prior three year average, which is below targeted improvement and will remain a critical area of our focus. The percentage hours lost of 0.05 for employees is a 35% improvement, which is well above targeted gains. Contractor LTIFR of 2.3 is a 50% improvement on the prior three year average and percentage hours lost of 0.05 is also better than target at 29% down. While the results show significant improvement, the year-on-year outcome in 2010 is disappointing and reflects the considerable work still required to achieve a ‘zero accident’ culture across all our operations. During 2009/10, prosecutions for four past safety incidents were finalised, two in New South Wales, and one each in Western Australia and South Australia. Three of the four incidents occurred in 2006 while the other occurred in 2007. One New South Wales prosecution related to an incident where a contractor was fatally electrocuted while rewiring an electrical cabinet. The Company pleaded guilty and was fined $250,000. The remaining three incidents resulted in prosecutions and fines totalling $186,250. Lessons from all of these incidents have resulted in a significant enhancement to our systems of work and work practices. There were no fatalities in Boral wholly owned operations in 2009/10, however, tragically there was an incident in a joint venture operation in China that resulted in the death of a contractor. A team of Boral staff were involved in reviewing the management systems of the joint venture operation to ensure the same standard expected of Boral’s own operations. The factors that contributed to the incident have now been comprehensively addressed. Risk management and injury type Boral uses statistical injury analysis to develop corrective action plans, including training and process redesign, to address specific risks and areas of concern. Nearly two-thirds of injuries in Boral’s Australian workplaces in 2009/10 resulted from ‘hitting objects with part of the body’, ‘muscular stress’ and ‘being hit by a moving object’. Our corporate actions will concentrate on these incident types in the year ahead. Employee health and wellbeing Boral requires its employees to be fit for work, with the required level of fitness depending on the nature of the work. Pre-employment medicals are conducted for most employees, to ensure that they are physically able to meet the demands of the job, and in some higher-risk roles, regular employment medicals are also conducted. Beyond Boral’s requirement for employees to be ‘fit for the job’, Boral is committed to supporting the health and wellbeing of its employees. Boral’s employee wellbeing program, BWell, is available to employees in Australia and is under consideration globally. BWell provides three core services: regular health assessments, wellbeing awareness seminars, and provision of educational information on health issues for employees and their families. BWell aims to improve the health and awareness of employees through improvements in lifestyle and diet. Amongst Boral’s employees who have had two or more health assessments, the average number of risk factors remained steady at 2.8 and the number of employees at the high end of the health risk spectrum with five or more undesirable risks reduced by a further 2% following a 9% improvement last year. Strategic initiatives In line with Boral’s newly defined strategic direction which is underpinned by a ‘one Boral’ approach, we are working toward the development of a single Group-wide safety management system, simplifying our workers compensation insurance arrangements, and introducing training initiatives to support these changes. 28 Boral Limited Annual Report 2010 ENVIRONMENT At a glance GHG emissions (million T CO2e) FY2010 FY2009 Boral operations Share of JV operations Mains water (million litres) 3.14 0.17 2,270 3.551 0.18 2,285 PINS Number Fines Compliance audits 2 $4,000 47 9 $19,921 43 1Restated to reflect scope and methodology change Boral’s energy use and related GhG emissions (‘000 tonnes of CO2) 2,500 2,000 1,500 1,000 500 0 Other Electricity Natural gas Liquid fuels Coal Calcination t n e m e C s t c u d o r P g n d i l i u B A S U l s a i r e t a M n o i t c u r t s n o C During 2009/10, Boral incurred two Penalty Infringement Notices (PINs) related to environmental contraventions in Australia (resulting in $4,000 in fines). Both were issued in Queensland for minor technical non-compliances, being a contravention of a license relating to polluting of waters, and failure to report a monitoring exceedence in a timely fashion. There were no infringements in the USA or Asia for environmental contraventions in 2009/10. Energy use and GHG emissions Boral’s operations consume a significant amount of energy and some businesses are particularly emissions intensive. In 2009/10, greenhouse gas (GhG) emissions from Boral’s fully owned businesses in Australia, the USA and Asia totalled 3.14 million tonnes of CO2 a 12% decrease on the prior year. The decrease primarily reflects lower production in the USA and in Australia. Emissions from Boral’s US operations were down by around 23% on a comparable basis or around 43,000 tonnes of CO2, reflecting the continued housing downturn and Boral’s associated reduction in production. In Australia, emissions were down by a significant 355,000 tonnes of CO2 or around 11%, as a result of Boral’s strategy to reduce clinker inventories. Clinker inventories reduced by 55% on the prior year which was achieved in part by lowering production volumes by 19%. In Asia, Boral’s GhG emissions were down 7% or around 12,000 tonnes of CO2. While Boral’s reduction in emissions was primarily due to the market downturn and inventory reductions, its businesses continue to undertake a range of projects to reduce energy consumption and GhG emissions. As markets recover and production increases, alternative fuel and energy efficiency improvements will deliver greater benefits. We have identified further abatement opportunities in the areas of energy efficiency, renewable energy, alternate fuels and alternate materials. The implementation and effectiveness of these initiatives largely depends on the anticipated cost of carbon in a trading environment, when compared to the costs of implementing identified abatement initiatives and available technologies. Water management Boral’s operations rely on water for manufacturing and maintenance processes, and for suppressing dust, for cleaning and for sanitation. Mains or town water is Boral’s most significant water source, with a total of 2,270 million litres of mains water used in its wholly 100% owned and controlled businesses in Australia, the USA and Asia in 2009/10. Mains water use was down slightly on a comparative basis on the prior year due to lower production, the increased use of rainwater, and water efficiency gains. COMMUNITY PARTNERShIPS Boral’s longest standing Boral’s strategic community partnership model, supported by key selection criteria, helps to determine the most effective partnerships for the Company. The core platform of Boral’s partnership program is to make a valued and sustainable contribution to the communities in which we operate. Our partnership model focuses on our people, our products and our places. We encourage improved work/life balance and involve our employees to use our expertise to benefit the wider community. Boral has seven key strategic partnerships. In 2009/10, a total of $505,051 was invested in these community programs, together with a further $371,191 donated through employee fundraising efforts in Australia, the USA and Asia, to the Juvenile Diabetes Research Foundation, and to allow 10 children to undergo restorative facial surgery in Indonesia. community partnership with Conservation Volunteers Australia funded 488 volunteer days across 61 conservation projects which resulted in the planting of 5,620 trees/stems and an area of 21,470m2 weeded and regenerated. Partnering with the Taronga Conservation Society Australia since 2003, Boral sponsors Youth at the Zoo (YATZ) and engages employees and customers. 204 Boral people attended Twilight Concerts and 600 were at Boral’s Family Day. Boral products are widely used in Taronga’s redevelopment work. Boral has partnered with Bangarra Dance Theatre, Australia’s leading Indigenous dance company, since 2002. In FY2010, 320 Boral people saw Bangarra perform and the partnership was named Australia’s Arts Partnership of the Year by the Australian Business Arts Foundation. The Juvenile Diabetes Research Foundation (JDRF) has been Boral’s preferred charity since 2001. Contributing over $2.5m since 2001 with 85% from employee fundraising in Australia and the USA, in 2009 Boral jointly won JDRF’s Freedom Award for the highest corporate fundraising team. 29 CUSTOMERS AND SUPPLIERS Sustainable products Through our Innovation Excellence program, we intend to capitalise on the use of fly ash and other by-products and recycled materials to produce products that are recognised for their environmental credentials. In the USA we have restructured our development team to focus our Technology Centre on more efficient and effective commercialisation of product innovation. Boral Trim uses patented bio-based polymer chemistry together with Boral’s own Celceram® technology to maximise fly ash by-products from coal combustion. The Board has approved US$12m to construct a leading edge facility to produce Boral Trim for the US$3b US housing trim market. New product developments including the integrated solar panel tile, The Solé Power Tile, and with ‘Cradle to Cradle’ and US Green Building Council accreditations, Boral is recognised as the premier sustainable and socially responsible roofing manufacturer in the USA. The Group has now supplied several ‘LEED’ certified projects and Cool Roof rated tile which provides the Southern California Air Quality Management District with real life case studies of cool roof options. The Group continues to improve the sustainability of its products with recent examples including ENVIRO Plasterboard and Envirocrete, which can be found at www.boral.com.au/buildsustainable/. Product lifecycle During the year, Boral continued projects to develop appropriate and consistent methodologies for undertaking product lifecycle assessments both internally and through industry groups. Boral’s internal lifecycle assessment project has helped clarify the relative environmental performance of key building products in a typical residential building over its lifetime. This study will provide scientifically based, robust data to improve decision making and develop a better understanding in support of environmental related marketing. In December 2009, Boral’s US Brick business published a discussion paper entitled: ‘Building with Brick: Sustainable and Energy Efficient – A White Paper on Performance Benefits of One of Man’s Oldest Building Materials’. This paper is available at www.boralbricks.com. An important part of lifecycle management is ensuring raw materials are sourced in a sustainable way and Boral Timber is at the forefront in its endeavours to certify resource authenticity. Boral Timber products have full Chain of Custody certification aligned with the Australian Forestry Standard (AFS), which verifies that products are produced from certified, legal and sustainable resources, which provides an environmental assurance standard for the sustainable use of Australia’s forest resources. Case study: Sustainable Cement Packaging By identifying and working with like-minded suppliers we have successfully changed our cement bags from a three-ply to a two-ply paper sack reducing annual paper consumption by 860 tonnes, and setting a global benchmark for paper grammage, strength, customer satisfaction and lowest environmental impacts. More specifically, we have delivered: a 39% reduction in paper use per sack, which has associated lower environmental impacts in terms of emissions, water use and waste; a 20% reduction in price; elimination of perforations which created dust leakages and consequential safety hazards; an average 50% decrease in plastic film weight per sack; and reduction in leakage during transport by over 90%. This initiative was recognised with the 2010 Award for Excellence in Green Purchasing (Business) at the Australian ECO-Buy Awards. MoRe infoRMation Refer to Boral’s online report at www.boral.com.au/sustainability for Boral’s 2010 Sustainability Data Table together with more detailed information on the areas reported in this summary report and information on: ‘Managing Sustainability’, Boral’s Stakeholders’, ‘Employee Development and Training’, ‘Waste, Recycling and Re-use’, ‘Land Management and Biodiversity’, ‘Other Emissions’ and ‘External Recognition’. As a four-year partner with HomeAid in the USA, Boral commits US$50,000 in cash and US$50,000 in-kind product bi-annually to provide shelter for the homeless. Through this program Boral works with customers, showcases product and engages employees. Boral continues to offer Outward Bound Family Re-Discovery Scholarships to Boral employees with high school aged sons or daughters. Since 2003, a total of 96 family groups have participated in the program across five states. Eight families received Boral scholarships in FY2010. Building Communities in Asia Boral invested $48,800 in FY2010 in Bayah, Indonesia to support 440 students, 20 teachers and 12 local clinic staff as well as agricultural assistance. Boral also has an Educational Scholarship program for 200 children of our Indonesian employees. In addition to Boral’s corporate partnerships, Boral’s businesses support local community activities, including charities, emergency services and environmental groups, within Boral’s Partnership Framework and Criteria and subject to Boral’s Limits of Authority policy. 30 Review of operating divisions Boral Limited Annual Report 2010 BoaRd of diReCtoRs Bob Every Non-Executive Chairman, age 65 Brian Clark Non-Executive Director, age 61 Paul Rayner Non-Executive Director, age 56 Mark Selway Chief Executive, age 51 Dr Bob Every joined the Boral Board in September 2007 and became Chairman of Directors on 1 June 2010. he is the Chairman of Wesfarmers Limited. he is also on the Board of Malcolm Sargeant Cancer Fund for Children Limited known as Redkite. he was Managing Director of Tubemakers of Australia and held senior executive positions with BhP Limited before becoming Managing Director and CEO of OneSteel Limited. he is a fellow of the Australian Academy of Technological Sciences and Engineers. he has a science degree (honours) and a doctorate of philosophy (metallurgy) from the University of New South Wales. Dr Every is a member of the Remuneration & Nomination Committee. Brian Clark joined the Boral Board in May 2007. he has experience as a Non-Executive Director in Australia and overseas. he is a Director of AMP Limited. In South Africa, he was President of the Council for Scientific and Industrial Research (CSIR) and CEO of Telkom SA. he also spent 10 years with the UK’s Vodafone Group as CEO Vodafone Australia, CEO Vodafone Asia Pacific and Group human Resources Director. he has a doctorate in physics from the University of Pretoria, South Africa and completed the Advanced Management Program at the harvard Business School. Dr Clark is Chairman of the Remuneration & Nomination Committee. Paul Rayner joined the Boral Board in 2008. he is a Director of Qantas Airways Limited and Centrica plc, a UK listed company. he has held senior executive positions in finance and operations in Australia including Rothmans holdings Limited and as Chief Operating Officer of British American Tobacco Australasia Limited. he was Finance Director of British American Tobacco plc from January 2002 until 2008, based in London. he has an economics degree from the University of Tasmania and a Masters of Administration from Monash University. Mr Rayner is Chairman of the Audit Committee. Mark Selway became Chief Executive of Boral in January 2010. From 2001 to 2009, Mr Selway was the Chief Executive of the Weir Group PLC, a Scottish-headquartered, listed engineering business. Before returning to Australia to join Boral, Mr Selway worked in the UK for more than 13 years and prior to that, was based in the USA for seven years in the North American automotive market. Mr Selway was previously a Non-Executive Director of Lend Lease and has a doctorate from the University of West Scotland. Board of Directors (pictured) From left to right: Bob Every, Brian Clark, Paul Rayner, Mark Selway, John Marlay, Eileen Doyle, Roland Williams, Richard Longes. 31 John Marlay Non-Executive Director, age 61 Eileen Doyle Non-Executive Director, age 55 Roland Williams, CBE Non-Executive Director, age 71 Richard Longes Non-Executive Director, age 65 Roland Williams joined the Boral Board in 1999. he is a Director of Origin Energy Limited. he had an international career with the Royal Dutch/Shell Group from which he retired as Chairman and Chief Executive of Shell Australia. he has a chemical engineering degree (honours) and a doctorate of philosophy from the University of Birmingham. Dr Williams is a member of the Audit Committee. Richard Longes joined the Boral Board in 2004. he is the Chairman of Austbrokers holdings Limited and a Director of Metcash Limited and Investec Bank (Australia) Limited. he was previously an executive of Investec Bank, a principal of Wentworth Associates, the corporate advisory and private equity group; and a partner of Freehills, a leading law firm. he has arts and law degrees from the University of Sydney and an MBA from the University of New South Wales. Mr Longes is a member of the Audit Committee. John Marlay joined the Boral Board in December 2009. he is a Non-Executive Director of Incitec Pivot Limited. he is Chairman of the EITE Expert Advisory Panel to the Australian Government Minister for Climate Change and Energy Efficiency. he was the Chief Executive Officer and Managing Director of Alumina Limited from December 2002 until his retirement from this position in 2008. Previously, he held senior executive positions and directorships with Esso Australia Limited, James hardie Industries Limited, Pioneer International Group holdings and hanson plc. he has a Bachelor of Science degree from the University of Queensland and a Graduate Diploma from the Australian Institute of Company Directors. he is a Fellow of The Australian Institute of Company Directors. Mr Marlay is a member of the Remuneration & Nomination Committee. Eileen Doyle joined the Boral Board in March 2010. She is a Board member of the CSIRO and a Non-Executive Director of OneSteel Limited, GPT Group Limited and Ross human Directions Limited. Dr Doyle’s career in the materials and water industries in Australia has included five years in senior operational roles with CSR Limited. Prior to that Dr Doyle spent 13 years with BhP Limited in various senior operational, marketing and planning roles and four years with hunter Water with responsibilities for planning and policy development. She has a PhD in Applied Statistics from the University of Newcastle, is a Fulbright Scholar and has an Executive MBA from Columbia University Business School. She is a Fellow of the Australian Institute of Company Directors. Dr Doyle is a member of the Audit Committee. 32 Review of operating divisions Boral Limited Annual Report 2010 CoRPoRate goVeRnanCe ASx Corporate Governance Council’s Principles and Recommendations (ASx CGC’s Recommendations) – Boral’s Corporate Governance Statement 2010 Principle ASx CGC’s Recommendations Reference Principle ASx CGC’s Recommendations 1 Lay solid foundations for management and oversight 1.1 Establish the functions reserved to the Board and those delegated to senior executives and disclose those functions. Page 33 1.2 Disclose the process for evaluating the performance of senior executives. 1.3 Provide the information indicated in Guide to reporting on Principle 1. 2 Structure the Board to add value Pages 33-34 Pages 33-34 5 Make timely and balanced disclosure 5.1 Establish written policies designed to ensure compliance with ASx Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. 5.2 Provide the information indicated in Guide to reporting on Principle 5. 6 Respect the rights of shareholders Reference Page 37 Page 37 2.1 A majority of the Board should be Page 34 6.1 Design a communications policy for Page 37 independent Directors. 2.2 The chair should be an independent Director. Page 34 Page 34 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. 2.4 The Board should establish a nomination Page 35 committee. promoting effective communication with shareholders and encouraging their participation at general meetings and disclose the policy or a summary of that policy. 6.2 Provide the information indicated in Guide to reporting on Principle 6. 2.5 Disclose the process for evaluating the Page 35 7 Recognise and manage risk Pages 34-35 Page 36 performance of the Board, its committees and individual Directors. 2.6 Provide the information indicated in Guide to reporting on Principle 2. 3 Promote ethical and responsible decision-making 3.1 Establish a code of conduct and disclose the code or a summary of the code as to: 3.1.1 the practices necessary to maintain confidence in the Company’s integrity. 3.1.2 the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders. 3.1.3 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 3.2 Establish a policy concerning trading in Company securities by Directors, senior executives and employees, and disclose the policy or a summary of that policy. 3.3 Provide the information indicated in Guide to reporting on Principle 3. Page 36 Page 36 4 Safeguard integrity in financial reporting 4.1 The Board should establish an audit committee. Page 36 Page 36 4.2 Structure the audit committee so that it: • • • consists only of non-executive Directors; consists of a majority of independent Directors; is chaired by an independent chair, who is not chair of the Board; and has at least three members. 4.3 The audit committee should have a • formal charter. 4.4 Provide the information indicated in Guide to reporting on Principle 4. Page 36 Pages 36-37 7.1 Establish policies for the oversight and management of material business risks and disclose a summary of those policies. 7.2 The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks. 7.3 The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. 7.4 Provide the information indicated in Guide to reporting on Principle 7. 8 Remunerate fairly and responsibly 8.1 Establish a remuneration committee. 8.2 Clearly distinguish the structure of non-executive Directors’ remuneration from that of executive Directors and senior executives. 8.3 Provide the information indicated in Guide to reporting on Principle 8. Page 37 Page 38 Page 38 Page 38 Page 38 Page 39 Page 39 Page 39 33 Introduction This section of the Annual Report outlines Boral’s governance framework. Boral is committed to ensuring that its policies and practices reflect a high standard of corporate governance. The Directors consider that Boral’s governance framework and adherence to that framework are fundamental in demonstrating that the Directors are accountable to shareholders and are appropriately overseeing the management of risk and the future direction of the Company to enhance shareholder value. Throughout the 2009/10 financial year, Boral’s governance arrangements were consistent with the Corporate Governance Principles and Recommendations released by the Australian Securities Exchange (ASX) Corporate Governance Council in August 2007. The table on page 32 indicates where specific ASx Principles and Recommendations are dealt with in this Statement. In accordance with the ASx Principles and Recommendations, the Boral policies referred to in this Statement have been posted to the corporate governance section of Boral’s website: www.boral.com.au/corporate_governance. Principle 1: Lay solid foundations for management and oversight Responsibilities of the Board and management The Board The Board of Directors is responsible for setting the strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance and governance. Under the Company’s Constitution, the business of the Company is managed by or under the direction of the Directors, with the Directors being permitted to delegate any of their powers (including the power to delegate) to the Managing Director. A copy of Boral’s Constitution is available on Boral’s website. • appointing, rewarding and determining the duration of the appointment of the Chief Executive and ratifying the appointments of senior executives including the Chief Financial Officer and the Company Secretary. • reviewing the performance of the Chief Executive and senior management. • reviewing and verifying systems of risk management and internal compliance and control, codes of conduct and legal compliance. • reviewing sustainability performance and overseeing occupational health and safety and environmental management and performance. • approving and monitoring financial reporting and reporting to shareholders on the Company’s direction and performance. • meeting legal requirements and ensuring that the Company acts responsibly and ethically and prudently manages business risks and Boral’s assets. Non-executive Directors spend approximately 30 days each year on Board business and activities including Board and Committee meetings, meetings with senior management to discuss in detail the strategic direction of the Company’s businesses, visits to operations and meeting employees, customers, business associates and other stakeholders. During the year, the Directors visited a number of Boral’s sites in the United States, including operations in Georgia, Oklahoma and California. Each month, Directors receive a detailed operating review from the Chief Executive regardless of whether a Board Meeting is being held that month. Delegation to management The Board has delegated to the Chief Executive and, through the Chief Executive, to other senior executives, responsibility for the day to day management of the Company’s affairs and implementation of the Company’s strategy and policy initiatives. The Chief Executive and senior executives operate in accordance with Board approved policies and delegated limits of authority, as set out in Boral’s Management Guidelines. The matters that the Board has reserved for its decision include: • oversight of the Company including its conduct and accountability systems. Senior executives reporting to the Chief Executive have their roles and responsibilities defined in position descriptions, as set out in relevant letters of appointment. • reviewing and approving overall financial goals for the Company. • approving strategies and plans for Boral’s businesses to achieve these goals. • approving financial plans and annual budgets. • monitoring implementation of strategy, business performance and results and ensuring appropriate resources are available. • approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding). Evaluating the performance of senior executives The performance of senior executives is reviewed annually against appropriate measures as part of Boral’s performance management system, which is in place for all managers and staff. The system includes processes for the setting of objectives and the annual assessment of performance against objectives and workplace style and effectiveness. On an annual basis, the Remuneration and Nomination Committee and subsequently the Board formally review the performance of the Chief Executive. The criteria assessed are both qualitative and quantitative and include profit performance, other financial measures, safety performance and strategic actions. 34 Review of operating divisions Boral Limited Annual Report 2010 Corporate Governance Continued The Chief Executive annually reviews the performance of each of Boral’s senior executives, being members of the Operations Executive, using criteria consistent with those used for reviewing the Chief Executive. The Chief Executive reports to the Board through the Remuneration and Nomination Committee on the outcome of those reviews. Further details on the assessment criteria for Chief Executive and senior executive remuneration (including equity-based plans) are set out in the Remuneration Report which forms part of the Annual Report. Principle 2: Structure the Board to add value Structure of the Board Together the Board members have a broad range of financial and other skills, extensive experience and knowledge necessary to oversee Boral’s business. The Board of Directors comprises seven non-executive Directors (including the Chairman) and one executive Director, the Chief Executive. The roles of Chairman and Chief Executive are not exercised by the same individual. The skills, experience and expertise of each Director are set out on page 30 and 31 of the Annual Report. The Directors determine the size of the Board by reference to the Constitution, which provides that there will be a minimum of three Directors and a maximum of 12 Directors. During the 2009/10 financial year, John Cloney, Rod Pearse and Ken Moss retired from the Board (in October 2009, December 2009 and May 2010 respectively). Two new non-executive Directors were appointed during the 2009/10 financial year, being John Marlay (in December 2009) and Eileen Doyle (in March 2010). Mark Selway became an executive Director in January 2010 upon his appointment as Chief Executive. The period of office held by each current Director is: Brian Clark Bob Every Richard Longes Paul Rayner Roland Williams Mark Selway, Chief Executive John Marlay Eileen Doyle Appointed Last Elected at an Annual General Meeting 2007 2007 2004 2008 1999 2010 2009 2010 29 October 2007 29 October 2007 29 October 2007 24 October 2008 29 October 2007 Not applicable – – Details of the number of meetings attended by each Director are set out at page 42 of the Directors’ Report. Chairman’s appointment and responsibilities The Board selects the Chairman from the non-executive independent Directors. The Chairman leads the Board and is responsible for the efficient organisation and conduct of the Board’s functioning. he ensures that Directors have the opportunity to contribute to Board deliberations. The Chairman regularly communicates with the Chief Executive to review key issues and performance trends. he also represents the Company in the wider community. Bob Every assumed the role of Chairman following the retirement of Ken Moss in May 2010. Committees To assist the Board to carry out its responsibilities, the Board has established an Audit Committee and a Remuneration and Nomination Committee. The qualifications of each Committee member and the number of meetings they attended during the reporting period are set out at page 42 of the Directors’ Report. These Committees review matters on behalf of the Board and, as determined by the relevant Charter: • refer matters to the Board for decision, with a recommendation from the Committee, or • determine matters (where the Committee acts with delegated authority), which the Committee then reports to the Board. These Committees are discussed further below under Principle 4 (Audit Committee) and Principle 8 (Remuneration and Nomination Committee). Director Independence The Board has assessed the independence of each of the non-executive Directors (including the Chairman) in light of their interests and relationships and considers each of them to be independent. The criteria considered in assessing the independence of non-executive Directors include that: • the Director is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder. • the Director is not employed, or has not previously been employed in an executive capacity by a Boral company or, if the Director has been previously employed in an executive capacity, there has been a period of at least three years between ceasing such employment and serving on the Board. • the Director has not within the last three years been a principal of a professional adviser or consultant to a Boral company, or an employee associated with the service provided. • the Director is not a significant material supplier or customer of a Boral company or an officer of or otherwise associated directly or indirectly with a material supplier or customer. • the Director has no material contractual relationship with a Boral company other than as a Director. It is considered that none of the interests of Directors with other firms or companies having a business relationship with Boral could materially interfere with the ability of those Directors to act in Boral’s best interests. Material in the context of Director independence is, generally speaking, regarded as being 5% of the revenue of the supplier, customer or other entity being attributable to the association with a Boral company or companies. Accordingly all of the non-executive Directors (including the Chairman) are considered independent. 35 Nomination and appointment of Directors Board succession planning, and the progressive and orderly renewal of its Board membership, are an important part of the governance process. The Board’s policy for the selection, appointment and re-appointment of Directors is to ensure that the Board possesses an appropriate range of skills, experience and expertise to enable the Board to carry out its responsibilities most effectively. As part of this appointment process, the Directors consider Board renewal and succession plans and whether the Board is of a size and composition that is conducive to making appropriate decisions. The appointment of John Marlay as a non-executive Director in December 2009 and Eileen Doyle as a non-executive Director in March 2010 followed a process during which the full Board assessed the necessary and desirable competencies of potential candidates and considered a number of names before deciding on the most suitable candidate for appointment. The selection process includes obtaining assistance from an external consultant, where appropriate, to identify and assess suitable candidates. Candidates identified as being suitable are interviewed by a number of Directors. Confirmation is sought from prospective Directors that they would have sufficient time to fulfil their duties as a Director. At the time of appointment of a new non-executive Director, the key terms and conditions relative to that person’s appointment, the Board’s responsibilities and the Company’s expectations of a Director are set out in a letter of appointment. All current Directors have been provided with a letter confirming their terms of appointment. In March 2010, the Board decided that it would be desirable to have a committee to assist the Board with its nomination responsibilities. Accordingly, the responsibilities of the Remuneration Committee were expanded to encompass nomination responsibilities, and the Remuneration Committee was reconstituted as the Remuneration and Nomination Committee. In addition to responsibilities relating to remuneration, the Committee now has responsibility for making recommendations to the Board on matters such as succession plans for the Board, suitable candidates for appointment to the Board, Board induction and Board evaluation procedures. Induction Management, with the Board, provides an orientation program for new Directors. The program includes discussions with executives and management, the provision to the new Director of materials such as the Strategic Plan and the Share Trading Policy, site visits to some of Boral’s key operations and discussions with other Directors. Tenure of Directorships Under the Company’s Constitution, and as required by the ASx Listing Rules, a Director must not hold office (without re-election) past the longer of the third Annual General Meeting and three years following that Director’s last election or appointment. Retiring Directors are eligible for re-election. When a vacancy is filled by the Board during a year, the new Director must stand for election at the next Annual General Meeting. The requirements relating to retirement from office do not apply to the Managing Director of the Company. The Directors have adopted a policy that the tenure of Non-Executive Directors should generally be no longer than nine years. A Non-Executive Director may continue to hold office after a nine year term only if the Director is re-elected by shareholders at each subsequent Annual General Meeting. It is expected that this would be recommended by the Board in exceptional circumstances only. The Board does not regard nominations for re-election as being automatic but rather being based on the individual performance of Directors and the needs of the Company. Before the business to be conducted at the Annual General Meeting is finalised, the Board discusses the tenure of Directors standing for re-election in the absence of those Directors. Evaluation of Board performance The Board periodically undertakes an evaluation of the performance of the Board and its Committees. The evaluation encompasses a review of the structure and operation of the Board, the skills and characteristics required by the Board to maximise its effectiveness and whether the blending of skills, experience and expertise and the Board’s practices and procedures are appropriate for the present and future needs of the Company. Steps involved in the evaluation include the completion of a questionnaire by each Director, review of responses to the questionnaire at a Board Meeting and a private discussion between the Chairman and each other Director. An evaluation of the Board’s performance in accordance with the process described above took place in the 2008/09 year. The next evaluation will be undertaken in the 2010/11 year. Conflicts of Interest In accordance with Boral’s Constitution and the Corporations Act, Directors are required to declare the nature of any interest they have in business to be dealt with by the Board. Except as permitted by the Corporations Act, Directors with a material personal interest in a matter being considered by the Board may not be present when the matter is being considered and may not vote on the matter. Access to Information, Independent Advice and Indemnification After consultation with the Chairman, Directors may seek independent professional advice, in furtherance of their duties, at the Company’s expense. Directors also have access to members of senior management at any time to request relevant information. The Company Secretary provides advice and support to the Board and is responsible for Boral’s day-to-day governance framework. Under the Company’s Constitution and agreements with Directors and to the extent permitted by law, the Company indemnifies Directors and executive officers against liabilities to third parties incurred in their capacity as officers of the Company and against certain legal costs incurred in defending an action for such a liability. 36 Review of operating divisions Boral Limited Annual Report 2010 Corporate Governance Continued Principle 3: Promote ethical and responsible decision-making Conduct and Ethics The Board’s policy is that Boral companies and employees must observe both the letter and spirit of the law, and adhere to high standards of business conduct and comply with best practice. Boral’s Management Guidelines contain a Code of Corporate Conduct and other guidelines and policies which set out legal and ethical standards for employees. As part of performance management, employees are assessed against the Boral Values of leadership, respect, focus, performance and persistence. This policy and the Code guide the Directors, the Chief Executive, the Chief Financial Officer, the Company Secretary and other key executives as to the practices necessary to maintain confidence in the Company’s integrity and as to the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. The Code also guides compliance with legal and other obligations to stakeholders. A copy of Boral’s Code of Corporate Conduct is available on Boral’s website. Dealings in Boral Shares Under Boral’s Share Trading Policy, trading in Boral shares by Directors, senior executives and other designated employees is restricted to the following trading windows: • the 30 day period beginning on the day after the release of Boral’s interim results; • the 30 day period beginning on the day after the release of Boral’s full year results; • the 30 day period beginning on the day after the Annual General Meeting; and • any other period designated by the Board (for example, during a period of enhanced disclosure). Trading in Boral shares at any time is of course subject to the overriding prohibition on trading while in possession of inside information. The Policy precludes executives from entering into any hedge or derivative transactions relating to options or share rights granted to them as long term incentives, regardless of whether or not the options or share rights have vested. Under the Share Trading Policy, Directors and senior executives are required to notify the Company Secretary (or, in the case of trading by Directors, the Chairman) before and after trading. Breaches of the Policy are treated seriously and may lead to disciplinary action being taken against the executive, including dismissal. A copy of Boral’s Share Trading Policy is available on Boral’s website. Share dealings by Directors are promptly notified to the ASx. Directors must hold a minimum of 1,000 Boral shares. Principle 4: Safeguard integrity in financial reporting Audit Committee Boral has an Audit Committee which assists the effective operation of the Board. The Audit Committee comprises only independent non-executive Directors. Its members are: Paul Rayner (Chairman) Richard Longes Roland Williams Eileen Doyle (from 26 May 2010) The Committee met five times during the 2009/10 financial year. The Audit Committee has a formal Charter which sets out its role and responsibilities, composition, structure and membership requirements. Its responsibilities include review and oversight of: • the financial information provided to shareholders and the public; • the integrity and quality of Boral’s financial statements and disclosures; • the systems and processes that the Board and management have established to identify and manage areas of significant risk; and • Boral’s auditing, accounting and financial reporting processes. The Committee has the necessary power and resources to meet its responsibilities under its Charter, including rights of access to management and auditors (internal and external) and to seek explanations and additional information. The Audit Committee Charter is available on Boral’s website. Accounting and financial control policies and procedures have been established and are monitored by the Committee to ensure the accounts and other records are accurate and reliable. Any new accounting policies are reviewed by the Committee. Compliance with these procedures and policies and limits of authority delegated by the Board to management are subject to review by the external and internal auditors. When considering the yearly and half yearly financial reports, the Audit Committee reviews the carrying value of assets, provisions and other accounting issues. Questionnaires completed by divisional management are reviewed by the Committee half yearly. As required by the Corporations Act for year end financial reports, the Chief Executive and the Chief Financial Officer give a declaration to the Directors that the Company’s financial records have been properly maintained and that the financial reports give a true and fair view before the Board resolves that the Directors’ Declarations accompanying the financial reports be signed. 37 At each scheduled meeting of the Committee, both external and internal auditors report to the Committee on the outcome of their audits and the quality of controls throughout Boral. As part of its agenda, the Audit Committee meets with the external and internal auditors, in the absence of the Chief Executive and Chief Financial Officer, at least twice during the year. The Chairman of the Audit Committee reports to the full Board after Committee Meetings. Minutes of Meetings of the Audit Committee are included in the papers for the next full Board Meeting after each Committee Meeting. External Auditor Boral’s external auditor is KPMG. The scope of the external audit and the effectiveness, performance and independence of the external auditor are reviewed by the Audit Committee. If circumstances arise where it becomes necessary to replace the external auditor, the Audit Committee will formalise a process for the selection and appointment of a new auditor and recommend to the Board the external auditor to be appointed to fill the vacancy. The Audit Committee monitors procedures to ensure the rotation of external audit engagement partners every five years as required by the Corporations Act. The Audit Committee has approved a process for the monitoring and reporting of non-audit work to be undertaken by the external auditor. Services by the external auditor which are prohibited because they have the potential or appear to impair independence include the participation in activities normally undertaken by management, being remunerated on a ‘success fee’ basis and where the external auditor would be required to review their work as part of the audit. The Independence Declaration by the external auditor is set out on page 44. Internal Audit The internal audit function is outsourced, with PricewaterhouseCoopers being the Company’s internal audit service provider. The internal audit program is approved by the Audit Committee before the start of each year and the effectiveness of the function is kept under review. Principle 5: Make timely and balanced disclosure The Company appreciates the importance of timely and adequate disclosure to the market, and is committed to making timely and balanced disclosure of all material matters and to effective communication with its shareholders and investors so as to give them ready access to balanced and understandable information. The Company complies with all relevant disclosure laws and ASx Listing Rule requirements and has in place mechanisms designed to ensure compliance with those requirements, including the Continuous Disclosure Policy adopted by the Board. These mechanisms also ensure accountability at a senior executive level for that compliance. The Chief Executive, the Chief Financial Officer and the General Counsel and Company Secretary are responsible for determining whether or not information is required to be disclosed to the ASx. A copy of Boral’s Continuous Disclosure Policy is available on Boral’s website. Principle 6: Respect the rights of shareholders Communications with Shareholders The Company’s policy is to promote effective communication with shareholders and other investors so that they understand how to assess relevant information about Boral and its corporate proposals. Annual and half-yearly reports are provided to shareholders (other than those who have requested that they not receive copies). Shareholders may elect to receive annual reports electronically or to receive notifications via email when reports are available online. While companies are not required to send annual reports to shareholders other than those who have elected to receive them, any shareholder who has not made an election is sent an easy-to-read summary of the Annual Report, called the Shareholder Review. All formal reporting and company announcements made to the ASx are published on Boral’s website after receipt of confirmation of lodgment has been received from the ASx. Furthermore, Boral has an email list of investors, analysts and other interested parties who are sent relevant announcements via email alert after those announcements have been lodged with the ASx. Announcements are also sent to major media outlets and newswire services for broader dissemination. Boral encourages shareholders to attend and participate in all general meetings including annual general meetings. Shareholders are entitled to ask questions about the management of the Company and of the auditor as to its conduct of the audit and preparation of its reports. Notices of Meeting are accompanied by explanatory notes to provide shareholders with information to enable them to decide whether to attend and how to vote upon the business of the meeting. Full copies of Notices of Meeting and explanatory notes are posted on Boral’s website. If shareholders are unable to attend general meetings, they may vote by appointing a proxy using the form attached to the Notice of Meeting or an online facility. Shareholders are invited, at the time of receiving the Notice of Meeting, to put forward questions that they would like addressed at the Annual General Meeting. A copy of Boral’s policy on Communications with Shareholders is available on Boral’s website. 38 Review of operating divisions Boral Limited Annual Report 2010 Corporate Governance Continued Principle 7: Recognise and manage risk Risk identification and management The managers of Boral’s businesses are responsible for identifying and managing risks. The Board (through the Audit Committee) is responsible for satisfying itself that a sound system of risk oversight and management exists and that internal controls are effective. In particular, the Board ensures that: • the principal strategic, operational, financial reporting and compliance risks are identified; and • systems are in place to assess, manage, monitor and report on these risks. Under the supervision of the Board, management is responsible for designing and implementing risk management and internal control systems to manage the Company’s material business risks. Boral’s senior management has reported to the Board on the effectiveness of the management of the material business risks faced by Boral during the 2009/10 financial year. Risk management matters are analysed and discussed by the Board at least annually and more frequently if required. Boral has numerous risk management systems and policies that govern the management of risk. In addition to maintaining appropriate insurance and other risk management measures, identified risks are managed through: • established policies and procedures for the managing of funding, foreign exchange and financial instruments (including derivatives) including the prohibition of speculative transactions. The Board has approved Treasury policies regarding exposures to foreign currencies, interest rates, commodity price, liquidity and counterparty risks which include limits and authority levels. Compliance with these policies is reported to the Board monthly and certified by Treasury management and the Audit Committee twice yearly; • key business risks being identified on a Divisional basis and on a corporate wide basis and reported to the Directors; • policies, standards and procedures in relation to environmental and health and safety matters; • training programs in relation to legal and compliance issues such as trade practices, intellectual property protection, occupational health and safety and environmental; • procedures requiring that significant capital and revenue expenditure and other contractual commitments are approved at an appropriate level of management or by the Board; and • comprehensive management guidelines setting out the standards of behaviour expected of employees in the conduct of the Company’s business. The internal audit function is involved in risk assessment and management and the measurement of effectiveness. The internal and external audit functions are separate and independent of each other. The Board has acknowledged that the material provided to it on risks has enabled it to review the effectiveness of the risk management and internal control system to manage the Company’s material business risks. Compliance The Company has adopted policies requiring compliance with occupational health and safety, environmental and trade practices laws. There are also procedures providing employees with alternative means to usual management communication lines through which to raise concerns relating to suspected illegal or unethical conduct. The Company acknowledges that whistleblowing can be an appropriate means to protect Boral and individuals and to ensure that operations and businesses are conducted within the law. There are ongoing programs for audit of the large number of Boral operating sites. Occupational health and safety, environmental and other risks are covered by these audits. Boral also has staff to monitor and advise on workplace health and safety and environmental issues and in addition, education programs provide training and information on regulatory issues. Despite the Company’s policies and actions to avoid occurrences which infringe regulations, there have been a small number of prosecutions against subsidiary companies for breach of occupational health and safety legislation. Chief Executive and Chief Financial Officer declaration The Chief Executive and the Chief Financial Officer have provided the Audit Committee with a declaration in accordance with section 295A of the Corporations Act for the 2009/10 financial year, including confirmation that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results. The Board confirms that it has received assurance from the Chief Executive and the Chief Financial Officer that the above statement was founded on a sound system of risk management and internal control, and that such system is operating effectively in all material respects in relation to financial reporting risks. 39 These principles ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined. In line with amendments to the ASx Principles and Recommendations, from 2011 the Remuneration and Nomination Committee will annually review and report to the Board on gender diversity in Boral’s workforce. Remuneration of non-executive Directors The remuneration of the non-executive Directors is fixed and they do not receive any options, variable remuneration or other performance-related incentives. Nor are there any schemes for retirement benefits for non-executive Directors. Further information relating to the remuneration of the non-executive Directors is set out in the Remuneration Report on page 59. Conclusion While the Board is satisfied with its level of compliance with governance requirements, it recognises that practices and procedures can always be improved. Accordingly, the corporate governance framework of the Company will be kept under review to take account of changing standards and regulations. Principle 8: Remunerate fairly and responsibly Remuneration and Nomination Committee The Board has a Remuneration and Nomination Committee which currently comprises three independent Non-Executive Directors. During part of the 2009/10 financial year, the Committee comprised four independent Non-Executive Directors. The members of the Committee are: Brian Clark (Chairman from 27 July 2009) John Cloney (Chairman until 27 July 2009) Bob Every Ken Moss (member until 30 May 2010) John Marlay (member since December 2009) The Committee met on five occasions during the 2009/10 financial year; once as the Remuneration Committee, and four times as the Remuneration and Nomination Committee. The Remuneration and Nomination Committee has a formal Charter which sets out its role and responsibilities, composition structure and membership requirements. A copy of the Remuneration and Nomination Committee Charter is available on Boral’s website. The Committee makes recommendations to the full Board on remuneration arrangements for the Chief Executive and senior executives and, as appropriate, on other aspects arising from its functions. Part of the role of the Remuneration and Nomination Committee is to advise the Board on the remuneration policies and practices for Boral generally and the remuneration arrangements for senior executives. Boral’s remuneration policy and practices are designed to attract, motivate and retain high quality people. The policy is built around principles that: • executive rewards be competitive in the markets in which Boral operates. • executive remuneration has an appropriate balance of fixed and variable reward. • remuneration be linked to Boral’s performance and the creation of shareholder value. • variable remuneration for executives has both short and long term components. • a significant proportion of executive reward be dependent upon performance assessed against key business measures. 40 Review of operating divisions Boral Limited Annual Report 2010 diReCtoRs’ RePoRt The Directors of Boral Limited (‘Company’) report on the consolidated entity, being the Company and its controlled entities (‘Boral’), for the financial year ended 30 June 2010: (1) Review of Operations A review of the operations of Boral during the year and the results of those operations are contained in the Chairman’s Review and the Chief Executive’s Review on pages 4 to 9 of the Annual Report. (2) State of Affairs The following significant changes in Boral’s state of affairs occurred during the year: • the Chief Executive Officer and Managing Director, Rod Pearse, retired at the end of December 2009 and Mark Selway was appointed Chief Executive effective 1 January 2010; • Ken Moss retired as Chairman of the Board of Directors at the end of May 2010 and Bob Every was appointed Chairman of the Board of Directors, effective 1 June 2010; and • significant items comprising impairment charges of $285m, following a strategic review of underperforming businesses, a review of obsolete and excessive inventories and a write-down of underutilised and redundant equipment. (3) Principal Activities and Changes Boral’s principal activities are the manufacture and supply of building and construction materials in Australia, the USA and Asia. There were no significant changes in the nature of those activities during the year. (4) Events After End of Financial Year There are no matters or circumstances that have arisen since the end of the year that have significantly affected, or may significantly affect: (a) Boral’s operations in future financial years; or (b) the results of those operations in future financial years; or (c) Boral’s state of affairs in future financial years, other than the following: • an equity raising, in the form of a renounceable entitlement offer, was undertaken, resulting in gross proceeds of approximately $490m, • the acquisition by Boral of the remaining 50% shareholding it did not own in MonierLifetile for US$75m, and (7) Other Information Other than information in the Annual Report, there is no information that members of the Company would reasonably require to make an informed assessment of: (a) the operations of Boral; and (b) the financial position of Boral; and (c) Boral’s business strategies and its prospects for future financial years. (8) Dividends Paid or Resolved to be Paid Dividends paid to members during the year were: the final dividend of 5.5 cents per ordinary share (fully franked at the 30% corporate tax rate) for the year ended 30 June 2009 was paid on 28 September 2009 the interim dividend of 7 cents per ordinary share (fully franked at the 30% corporate tax rate) for the year was paid on 23 March 2010 Total Dividend $m 32.6 41.7 The Directors have resolved to pay a final dividend of 6.5 cents per ordinary share (fully franked at the 30% corporate tax rate) for the year. The dividend will be paid on 28 September 2010. (9) Names of Directors The names of persons who have been Directors of the Company during or since the end of the year are: Brian Clark John Cloney Eileen Doyle Robert Every Richard Longes John Marlay Ken Moss Rod Pearse Paul Rayner Mark Selway • agreement by Boral to sell its Panels and Formwork and Roland Williams Scaffolding businesses. (5) Future Developments and Results Other than matters referred to under the heading ‘Prospects’ in the Chief Executive’s Review on page 9 of this Report, the Directors have no comments to make on likely developments in Boral’s operations in future financial years and the expected results of those operations. (6) Environmental Performance Details of Boral’s performance in relation to environmental regulation are set out under Environment on page 28 of this Report. Dr Clark, Dr Every, Dr Williams, Mr Longes and Mr Rayner have been Directors at all times during and since the end of the year. Dr Doyle was appointed a Director on 16 March 2010 and has been a Director at all times since that date. Mr Marlay was appointed a Director on 1 December 2009 and has been a Director at all times since that date. Mr Selway was appointed a Director on 1 January 2010 and has been a Director at all times since that date. Mr Cloney was a Director from 1 July 2009 to 28 October 2009, on which date he retired from the Board. Dr Moss was a Director from 1 July 2009 to 31 May 2010, on which date he retired from the Board. Mr Pearse was a Director from 1 July 2009 to 31 December 2009, on which date he retired from the Board. 41 (10) Options Details of options that are granted over unissued shares of the Company, options that lapsed during the year and shares of the Company that were issued during the year as a result of the exercise of options are as follows: Tranche Grant Date Expiry Date Exercise price Balance at beginning of year Options issued during the year Options lapsed during the year Shares issued during the year as a result of exercise of options Options at end of year (xii) (xiii) (xiv) (xv) (xvi) (xvii) 04/11/2002 29/10/2003 29/10/2004 31/10/2005 06/11/2006 06/11/2007 Number Number Number Number Issued Vested 04/11/2009 29/10/2010 29/10/2011 31/10/2012 06/11/2013 06/11/2014 $4.12 143,000 $5.57 2,443,280 $6.60 1,894,300 $7.70 3,114,000 $7.32 4,486,000 $6.83 5,854,400 17,934,980 – – 150,084 – 152,100 – 208,400 – 256,900 – – 316,300 1,083,784 143,000 24,186 – – – – – 2,269,010 1,742,200 2,905,600 4,229,100 5,538,100 167,186 16,684,010 – 651,296 – – – – 651,296 The abovementioned options were held by 153 persons. Brian Clark AMP Limited from January 2008 (current) Each option granted over unissued shares of the Company entitles the holder to subscribe for one fully paid share in the capital of the Company. Option holders have no rights under any options to participate in any share issue or interest issue of any body corporate other than the Company. No unissued shares and interests of the Company or any controlled entity are under option other than as set out in this clause. John Cloney QBE Insurance Group Limited from 1981 to July 2010 Eileen Doyle OneSteel Limited from October 2000 (current) GPT Group Limited from March 2010 (current) Ross human Directions Limited from July 2005 (current) (11) Indemnities and Insurance for Officers and Auditors During or since the end of the year, Boral has not given any indemnity to a current or former officer or auditor against a liability or made any agreement under which an officer or auditor may be given any indemnity of the kind covered by sub-section 199A (2) or (3) of the Corporations Act 2001. During the year, Boral paid premiums in respect of Directors’ and Officers’ Liability and Legal Expenses insurance contracts for the year ended 30 June 2010 and since the end of the year, Boral has paid, or agreed to pay, premiums in respect of such contracts for the year ending 30 June 2011. The insurance contracts insure against certain liability (subject to exclusions) persons who are or have been Directors or Officers of the Company and controlled entities. A condition of the contracts is that the nature of the liability indemnified and the premium payable not be disclosed. (12) Directors’ qualifications, experience and special responsibilities and directorships of other listed companies in the last three financial years Each Director’s qualifications, experience and special responsibilities are set out on pages 30 to 31 of the Annual Report. Details for each Director of all directorships of other listed companies held at any time in the three years before the end of the financial year and the period for which such directorships have been held are: Bob Every Iluka Resources Limited from March 2004 to May 2010 Sims Group Limited from October 2005 to November 2007 Wesfarmers Limited from February 2006 (current) Richard Longes Austbrokers holdings Limited from November 2005 (current) Metcash Limited from April 2005 (current) John Marlay Incitec Pivot Limited from December 2006 (current) Ken Moss Centennial Coal Limited from 2000 (current) GPT RE Limited from August 2000 to May 2010 Macquarie Capital Alliance Group (being Macquarie Capital Alliance Limited, Macquarie Capital Alliance Management Limited and Macquarie Capital Alliance Bermuda Limited) from March 2005 to September 2008 Paul Rayner British American Tobacco plc from January 2002 to April 2008 Centrica plc from September 2004 (current) Qantas Airways Limited from July 2008 (current) Rod Pearse Nil Mark Selway Lend Lease Corporation Limited from June 2008 until February 2010 Roland Williams Origin Energy Limited from 2000 (current) 42 Review of operating divisions Boral Limited Annual Report 2010 Directors’ Report Continued (13) Meetings of Directors The number of Meetings of the Board of Directors and each Board Committee held during the year and each Director’s attendance at those Meetings are set out below: Brian Clark John Cloney Eileen Doyle Bob Every Richard Longes John Marlay Ken Moss Rod Pearse Mark Selway Paul Rayner Roland Williams Board of Directors Audit Committee Remuneration and Nomination Committee Meetings held while a Director Meetings attended Meetings held while a member Meetings attended Meetings held while a member Meetings attended 11 6 2 11 11 5 11 7 4 11 11 11 6 2 11 10 5 11 7 4 11 10 – – 1 – 5 – – – – 5 5 – – 1 – 5 – – – – 5 4 5 1 – 5 – 4 5 – – – – 5 1 – 5 – 4 5 – – – – Rod Pearse, Managing Director until 31 December 2009, was not a member of the Audit or Remuneration and Nomination Committees but attended all of the Meetings held by those Committees in the period 1 July 2009 to 31 December 2009 other than one meeting of the Remuneration and Nomination Committee. Mark Selway, appointed the Chief Executive on 1 January 2010, is not a member of the Audit or Remuneration and Nomination Committees but attended all of the Meetings held by those Committees from 1 January 2010 to 30 June 2010. (14) Company Secretary Margaret Taylor was appointed General Counsel and Company Secretary of Boral Limited in November 2008. Prior to joining Boral, Margaret was Regional Counsel Australia/Asia with BhP Billiton, and prior to that she was a partner with law firm Minter Ellison for many years, specialising in corporate and securities law. Margaret holds law and arts degrees from the University of Queensland. (15) Directors’ Shareholdings Set out below are details of each Director’s relevant interests in the shares and other securities of the Company as at 30 June 2010 (or, in the case of John Cloney, Ken Moss and Rod Pearse, as at the respective dates on which each ceased to be a Director): Brian Clark John Cloney Eileen Doyle Bob Every Richard Longes John Marlay Ken Moss Rod Pearse Paul Rayner Mark Selway Roland Williams Shares Non-Executive Directors’ Share Plan a 60,180 14,629 1,000 38,004 14,282 2,000 46,000 4,103,989 8,854 8.800 54,250 4,441 27,027 – 3,847 8,453 – 33,328 – 1,491 – 22,430 Options – – – – – – – 6,375,100 c – – – Share Acquisition Rights (SARs) b – – – – – – – 367,036 – 431,034 d – The shares are held in the name of the Director except in the case of: • Brian Clark, 40,491 shares are held by UBS Wealth Management Australia Nominees Pty Limited –and 18,215 shares are held by UBS Wealth Management Australia Nominees Pty Limited – JBC Investment holdings Pty Ltd ; • John Cloney, 534 shares are held by Lizzey Investments Pty Limited and 12,500 shares are held by Cloney Superannuation Fund; • Bob Every, 25,000 shares are held by RBC Dexia Investor Service Australia Nominees Pty Ltd ; • Richard Longes, 10,000 shares are held by Gemnet Pty Limited for Richard Longes Superannuation Fund; • John Marlay, 1,000 shares are held by The Marlay Superannuation Fund; • Ken Moss, 31,000 shares are held by K J and G A Moss; and 15,000 shares are held by Rosebud (NSW) Pty Ltd, ; • Rod Pearse, 44,016 shares are held by Pearse Nominees (NSW) Pty Limited; • Paul Rayner, 7,841 shares are held by Yarradale Investments Pty Ltd. 43 Shares or other securities with rights of conversion to equity in the Company or in a related body corporate are not otherwise held by any Directors of the Company. There were no disposals of such securities by any Directors or their Director-related entities during the financial year. In accordance with advice from the Company’s Audit Committee, Directors are satisfied that the provision of the above non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. a Shares in the Company allocated to the Director’s account in the Non-Executive Directors’ Share Plan. Directors will only be entitled to a transfer of the shares in accordance with the terms and conditions of the Plan. No shares were allocated to non- executive Directors during the 2009/10 financial year. Also in accordance with advice from the Audit Committee, Directors are satisfied that the provision of those non-audit services, during the year, by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 because: • Directors are not aware of any reason to question the auditor’s independence declaration under section 307C of the Corporations Act 2001; • the nature of the non-audit services provided is not inconsistent with those requirements; and • provision of the non-audit services is consistent with the processes in place for the Audit Committee to monitor the independence of the auditor. (18) Auditor’s Independence Declaration The auditor’s independence declaration made under section 307C of the Corporations Act 2001 is set out on page 44 of the Annual Report and forms part of this report. (19) Remuneration Report The Remuneration Report is set out on pages 45 to 60 of the Annual Report and forms part of this Report. (20) Proceedings on behalf of the Company No application under section 237 of the Corporations Act 2001 has been made in respect of the Company and there are no proceedings that a person has brought or intervened in on behalf of the Company under that section. b The SARs are rights to acquire shares in the Company under the Boral Senior Executive Performance Share Plan. The SARs will vest only to the extent to which the performance hurdle, which is measured by comparing the TSR of the Company to the TSR of the companies comprising the ASx 100 during the vesting period, is satisfied. c Details of the options and SARs held by Rod Pearse are as follows: Number of Options Expiry Date Exercise Price 308,000 350,000 939,800 2,083,300 2,694,000 Number of SARs 120,000 247,036 29 October 2010 29 October 2011 31 October 2012 06 November 2013 06 November 2014 $5.57 $6.60 $7.70 $7.32 $6.83 Expiry Date 29 October 2011 31 October 2012 d The SARs held by Mark Selway will expire on 1 January 2017. (16) No officers are Former Auditors No officer of the Company has been a partner in an audit firm, or a Director of an audit company, that is an auditor of the Company during the year or was such a partner or Director at a time when the audit firm or the audit company undertook an audit of the Company. (17) Non-Audit Services Amounts paid or payable to Boral’s auditor, KPMG, for non-audit services provided during the year by KPMG totalled $1,078,000. These services consisted of: Taxation compliance/advisory services in Australia Taxation compliance/advisory services/assurance related services in jurisdictions other than in Australia Assurance related services $148,000 $220,000 $710,000 44 Review of operating divisions Boral Limited Annual Report 2010 Directors’ Report Continued (21) Rounding of amounts The Company is of a kind referred to in ASIC Class Order 98/100 and in accordance with that Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest one hundred thousand dollars unless otherwise indicated. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: The Directors of Boral Limited Signed in accordance with a resolution of the Directors. I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2010, there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. Bob Every Director Mark Selway Director Sydney, 3 September 2010 KPMG David Rogers Partner Sydney, 3 September 2010 45 remuneration report Message froM the Board In 2009, the Board commissioned an extensive independent review of Boral’s remuneration policies and practices and the outcomes were included in the 2009 remuneration report. shareholder and other stakeholder concerns were considered and addressed as part of that review and the outcomes continue to underpin the current remuneration structure. In the 2009/10 financial year we continued to exercise restraint in our remuneration arrangements through the ‘freeze’ on senior executive fixed salaries and directors’ fees. the Board is committed to ensuring that Boral’s remuneration practices are properly aligned with shareholder value creation over the short and long term and work to appropriately motivate, reward and retain executives. our remuneration policies and practices are focused on linking performance and reward while taking into consideration the particular challenges that face companies, such as Boral, in cyclical industries. the Board and Ceo intend to pursue ongoing improvements in Boral’s remuneration policies and priorities in the coming years to ensure they align with our strategic objectives, market expectations and regulatory requirements and reward management appropriately for delivering successful performance outcomes. We received positive feedback on the format and content of the 2009 remuneration report, and have retained our brief overview to provide shareholders a ‘plain english’ version of our remuneration practices, and the more detailed report prepared in accordance with statutory obligations and accounting standards. the Board listens to the input it receives from Boral’s shareholders. Your ongoing input is important to us and helps to shape our decision-making. We commend Boral’s 2010 remuneration report to you. Bob Every Chairman of the Board Brian Clark Chairman of the remuneration and Nomination Committee CoNteNts MEssagE froM thE Board 2010 rEMunEration in BriEf introduCtion sEnior ExECutivE rEMunEration CoMpany pErforManCE outCoMEs ExECutivE rEMunEration taBlE non-ExECutivE dirECtors’ rEMunEration 45 46 48 49 54 58 59 46 Boral limited annual report 2010 2010 reMuNeratIoN IN BrIef the Board is committed to clear and transparent disclosure of the Company’s remuneration arrangements. this remuneration snapshot sets out the key details regarding director and senior executive remuneration for 2010. the full remuneration report provides greater detail regarding the remuneration structures, decisions and outcomes for Boral in 2010. Particular events and actions that impacted Boral’s remuneration structure and outcomes for 2010 were: • Economic instability which continued throughout 2009/10. While business activity showed some improvement in australia over the previous year, in the usa, building and construction activity remained depressed and trading conditions continued to be difficult; • CEo and significant Board transition. during the year Mark selway was appointed Chief executive officer following rod Pearse’s retirement, and Bob every was appointed Chairman following Ken Moss’s retirement; • improved financial performance against budgeted outcomes for some Boral businesses. the improved financial performance of some Boral businesses has been reflected in this year’s short term Incentive (stI) awards; • a comprehensive strategic review of the business. a review of Boral’s portfolio of businesses and business performance and subsequent review of the most appropriate organisational structure was completed in June 2010; and • national reviews of executive remuneration and legislative changes. each of these matters is discussed in this snapshot and in more detail in the full remuneration report. Continued focus on remuneration strategy and restraint following the 2008 annual general Meeting, the Board carried out a review of Boral’s executive remuneration strategy and structure with the assistance of independent advisers ernst & Young. this review included extensive consultation with stakeholders, including representatives of retail and institutional investors and governance advisory firms. the process was complemented by the Ceo and senior executives electing to forego their entitlement to any stI in the 2008/09 financial year. furthermore, in response to the difficult economic conditions impacting Boral’s profitability, remuneration restraint initiatives were implemented which positively impacted the 2009/10 results. these included: • a salary ‘freeze’ for all senior executives for the 2009/10 year; • a ‘freeze’ on directors’ fees for the 2009/10 year; • adopting a revised comparator group for benchmarking the Ceo’s remuneration package which includes companies of similar size and industry to Boral; and • developing a contract for the new Ceo which reflects current best practice in terms of employment arrangements and remuneration structure. during the year, the remuneration Committee was renamed the remuneration and Nomination Committee and its responsibilities were expanded to include Board nominations, development and evaluation, and Ceo succession. the Board considers that good corporate governance requires that it should receive high quality independent remuneration advice and has accordingly appointed PricewaterhouseCoopers as remuneration advisors to the Board and to management. CEo, Board and senior Executive transition rod Pearse retired on 31 december 2009 after 10 years as Ceo and 15 years with Boral. Mark selway was appointed as Boral’s Ceo effective from 1 January 2010. on 31 May 2010 after 10 years as Boral’s Chairman and having overseen the Ceo transition, Ken Moss retired from the Board. Bob every was appointed Chairman from 1 June 2010. details of Mr Pearse’s retirement arrangements were set out in full in the 2009 remuneration report. his remuneration details for the part of 2009/10 worked are shown in the remuneration table on page 58 of this report, including his termination entitlements as approved by shareholders at the 2004 annual general Meeting. the remuneration arrangements for Mark selway reflect current corporate governance trends and ‘best’ market practice, with a maximum separation payment that will not exceed 12 months fixed salary. Mr selway’s remuneration arrangements were disclosed at the time of his appointment and are detailed in the report on page 53. several new senior executive appointments were also made during the year following the departures of emery severin, Ken Barton and John douglas. the new appointees are Mike Kane as President usa, andrew Poulter as Chief financial officer and Murray read as Managing director Boral Construction Materials. all were engaged under contemporary employment contracts which specify maximum termination payments within the legislated cap. remuneration outcomes for CEo and senior executives details of the Ceo and senior executive remuneration, prepared in accordance with statutory obligations and accounting standards, are contained on page 58 of the remuneration report. the table below sets out the cash and other benefits received by the Ceo and senior executives in the 2009/10 financial year. the table highlights that most senior executives derived no value in 2009/10 through the exercising of options or vesting of rights. the Ceo and senior executives voluntarily elected to forego their entitlement to short term Incentives in the 2008/09 financial year. the stI awards made for the 2009/10 year reflect achievement of key financial and non-financial performance objectives, including improved financial performance against budgeted outcomes for some Boral businesses. 47 Cash and other benefits actually received by the current Ceo and senior executives in 2009/10 are substantially lower than the amounts shown in the remuneration table on page 58 of the remuneration report. this is because the full remuneration table includes amounts in respect of benefits which did not deliver value to executives in 2009/10. for example, it includes accounting values for current and prior years’ Long term Incentive (LtI) grants which have not been and may never be realised as they are dependent on the market-based performance hurdles being met in future years. A$000’S Mark selwayª ross Batstone Mike Beardsell John douglasc Mike Kaneª andrew Poulterª Nick Clark FIXED STI LTI OTHERb TOTAL 1,029.8 1,100.0 744.0 631.5 833.6 170.0 125.0 575.0 461.3 272.8 750.3 203.5 65.1 294.5 0 0 0 0 0 0 2.2 17.0 29.6 29.3 866.3 26.8 2.0 9.3 2,146.8 1,234.9 933.6 2,450.2 400.3 192.1 881.0 a these executives commenced on the following dates: Mark selway – 1 January 2010; Mike Kane – 15 february 2010; and andrew Poulter – 1 May 2010. details of executives who left Boral during the year are shown in the remuneration table on page 58 of the remuneration report. b other includes parking and long service leave accruals, and end of service payments are included for John douglas. c John douglas resigned 9 July 2010. Business and organisation review a strategic review of Boral’s portfolio of businesses was completed in the second half of 2009/10. one outcome of this review has been a change of organisational structure. the australian building products divisions of Plasterboard, Clay & Concrete Products and timber were combined into one division, Boral Building Products. Boral Construction Materials, Cement, usa and Construction related Businesses remain as separate divisions and organisational structures within these divisions were changed to provide improved focus on manufacturing and sales and marketing excellence, working together and reducing complexity. the organisational changes introduced will require a fundamental change to stI measures to better align them with the stated objectives of the group. the remuneration and Nomination Committee, with advice from independent advisors and consultation with management have designed an stI approach which aligns management reward more closely to the interests of shareholders. the main changes include performance measures which will be entirely focused on the achievement of the financial outcomes, specifically the group’s earnings and working capital management. the remuneration and Nomination Committee will also continue to review other remuneration components and the performance management process to ensure delivery of business strategy and non-financial objectives. 48 Boral limited annual report 2010 reMuNeratIoN rePort INtroduCtIoN the directors of Boral Limited present the remuneration report for the Company and its controlled entities for the year ended 30 June 2010. this remuneration report forms part of the directors’ report and has been audited in accordance with the Corporations Act 2001. the remuneration report sets out remuneration information for the Company’s non-executive directors, Ceo and senior executives, who are the key people accountable for planning, directing and controlling the affairs of the Company and its controlled entities. they include the five highest remunerated executives of the Company and group for the 2009/10 financial year. the people currently in these positions are listed in the table below. NON-EXEcuTIvE DIREcTORS Bob every Brian Clark eileen doyle richard Longes John Marlay Paul rayner roland Williams Chairman director director director director director director SENIOR EXEcuTIvES (INcLuDINg cHIEF EXEcuTIvE OFFIcER) Mark selway ross Batstone Mike Beardsell Mike Kane andrew Poulter Murray read Chief executive officer Md Boral Building Products Md Boral Cement President Boral Industries usa Chief financial officer Md Boral Construction Materials during the 2009/10 year, the remuneration and Nomination Committee comprised four independent non-executive directors – Brian Clark (Committee Chairman), Ken Moss, Bob every and John Marlay who was appointed to the Committee following the retirement of John Cloney after the 2009 annual general Meeting. 49 seNIor exeCutIve reMuNeratIoN remuneration strategy the Board has established a remuneration strategy that supports and drives the achievement of Boral’s strategic objectives. By establishing a remuneration structure that motivates and rewards executives for achieving targets linked to Boral’s business objectives, the Board is confident that its remuneration approach aligns Boral management to creating superior shareholder returns. the diagram below illustrates how Boral’s remuneration strategy, and the structures the Board has put in place to achieve this strategy, align with the Company’s business objectives. BuILDINg SOMETHINg gREAT – THE STRATEgIc BuILDINg BLOckS FOR gROwTH 1 laying the foundations review and respond, creating a strong platform for growth 2 reinforcing the core focus and improve assets where Boral can be market leader 3 investing for growth expand and invest through acquisition and innovation worldwide 4 sector best performance realise sector best performance and market leading returns REMuNERATION cOMPONENTS FIXED REMuNERATION SHORT TERM INcENTIvE LONg TERM INcENTIvE • provides ‘predictable’ base level • incentive focused predominantly • delivered in equity to align executives of reward on financial outcomes with shareholder interests • set at market median (for local geographic market) using external benchmark data • varies based on employee’s experience, skills and performance • consideration given to both external and internal relativities • financial targets linked to objective measures at group, division, and business unit level, such as budgeted profit, cash flow and capital management • non-financial objectives linked to critical sustainability measures (eg safety, business improvement, environmental performance, hr outcomes) • tested three times after three, five and seven years – a performance period reflecting the typical building cycle • no value derived unless returns to shareholders exceed market median • full vesting when Boral achieves top quartile performance BORAL’S REMuNERATION STRATEgY attract and retain high calibre executives by: 1. rewarding competitively in the markets in which Boral operates 2. providing a balance of fixed and at-risk remuneration align executive rewards to Boral’s performance by: 1. assessing rewards against objective financial and non-financial business measures 2. making short term and long term components of remuneration ‘at-risk’ based on performance 50 Boral limited annual report 2010 seNIor exeCutIve reMuNeratIoN CoNtINued underpinning Boral’s remuneration strategy are several principles: Standardised vs. tailored remuneration arrangements remuneration strategy and frameworks will be consistent across the executive and senior management group. Limited tailoring may occur to take into account the unique challenges and differences between roles. Purpose of each element of remuneration fixed remuneration: remunerate executives in line with market benchmarks for effective completion of Company and specific accountabilities and behaving in accordance with Boral’s values taking into account individual, team and business unit performance and any specific retention needs. short term Incentives (stI): reward executives for achieving annual targets (both financial and individual) measured at business unit, divisional and/or Boral levels. Provide alignment with shareholder reward. Long term Incentives (LtI): reward senior executives for Boral performance over the duration of the Boral business cycle. Provide a retention element, equity exposure and alignment with shareholder reward. Benchmarking remuneration the primary reference for remuneration benchmarking will be australian listed companies in the Industrials and Materials sector. for the Ceo and senior executives, pay levels for comparable roles in appropriate international jurisdictions will also be considered as a secondary reference to the australian market data. Consideration will be given to sizing factors including market capitalisation and business unit revenue. Complexity (such as number of employees and geographies) will be referenced through the job grading system. Focus on market vs. internal relativities Consideration will be given to both market and internal relativities. Market will be the primary reference through its application to the salary ranges attached to the job grading system. the job grading system will be applied to individual roles to ensure appropriate internal relativities. as required, specific position matches may be sought for any jobs or functions where there is a high demand for talent or unique market considerations. Market positioning executives’ fixed remuneration is referenced to the market median. a range around the median provides flexibility to recognise capability, contribution, value to the organisation, performance and tenure of individuals. executives’ target total remuneration (fixed remuneration, target short term plus long term incentives) is referenced to the market median when setting remuneration elements. for the stI element, achievement of stretch targets is intended to provide reward at the 75th percentile of the market for positions of similar size. Remuneration mix the variable remuneration mix for Ceo and senior executives has a greater focus on long term incentives and moves towards a shorter term focus for lower job grades. the remuneration of directors, executives and staff is reviewed by the Board with specific oversight and direction provided by the remuneration and Nomination Committee. the Committee seeks advice from independent specialist remuneration advisers. Executive remuneration structure Remuneration mix Boral’s executive remuneration is structured as a mix of fixed annual remuneration and variable remuneration, through ‘at risk’ short term and long term incentive components. the mix of these components varies for different management levels. for the current Ceo and senior executives the proportions are: FIXED ANNuAL REMuNERATION AT RISk STI LTI Chief executive officer 33.3% 33.3% 33.3% senior executives¹ 50–56% 21–25% 23–26% 1 Percentages vary between individuals. this is a range for the group. While fixed remuneration is designed to provide a predictable ‘base’ level of remuneration, the short term and long term incentive programs reward executives when pre-determined performance conditions are met or exceeded. Both schemes have minimum periods of employment that must also be met. fixed annual remuneration What is included in fixed remuneration? fixed annual remuneration includes base salary, non-cash benefits such as provision of a vehicle (including any fBt charges) and superannuation contributions. When and how is fixed remuneration reviewed? remuneration levels are reviewed annually by the remuneration and Nomination Committee and the Board through a process that ensures an executive’s fixed remuneration remains competitive with the market and reflects an employee’s skills, experience, accountability and general performance. What market benchmark is applied? external benchmark market data from hay group’s Industrial and service sector is used to determine remuneration midpoint levels of fixed remuneration for senior executives and other executives. short term incentive (sti) What is the STI plan? the stI is an ‘at risk’ cash payment awarded annually based on performance against pre-set objectives. Who participates in the STI plan? stIs are provided to employees who have significant influence over the annual financial outcomes of business units. approximately 6% of Boral employees participated in the stI plan in 2009/10. 51 Why does the Board consider the STI an appropriate incentive? the stI plan is designed to put a proportion of executive remuneration at risk against meeting: • financial targets linked to annual budget performance metrics; and • non-financial targets linked to the measures that drive long term sustainability. Are both target and stretch performance conditions set? Yes. the performance conditions set under the stI have been designed to motivate and reward high performance. If performance exceeds the already challenging targets, the stI will deliver higher rewards to executives. What is the value of the STI opportunity? the Ceo has a target reward set at 100% of fixed remuneration and stretch reward set at 140%. senior executives have a target reward of 37.5 – 50% of fixed remuneration. the maximum stI opportunity for executives other than the Ceo is set at double the target reward. this is benchmarked at the 75th percentile of the market based on external data. stretch outcomes require results which significantly exceed budget, and are only achieved in exceptional circumstances. What are the performance conditions? the stI performance measures vary depending on the individual executive’s position, and include both financial and non-financial measures. financial measures non-financial measures 67% of stI for Ceo and divisional Managing directors 33% of stI for Ceo and divisional Managing directors 50% of stI for other executives 50% of stI for other executives this is measured at group, divisional and business unit levels, and is based on profit after tax for the Ceo and profit after funding for other executives these are linked to critical business sustainability measures including: • safety • cost reduction • environment and climate change • customer satisfaction • project outcomes • succession planning • strategy development Why were these conditions chosen? these stI performance measures have been selected because they are directly linked to the creation of shareholder value and the strategic direction of the Company. How is performance measured? targets are set at the beginning of the financial year and performance against these targets is determined at the end of the year. abnormal or unanticipated factors which may have affected the Company’s performance during the year will only be considered in extraordinary circumstances and with Board approval. Who assesses performance against targets? the Ceo assesses the performance of his direct reports and confers with the remuneration and Nomination Committee and the Board regarding his assessment. the Chairman in consultation with the remuneration and Nomination Committee and the Board assesses the performance of the Ceo against the objectives set at the beginning of the year. long term incentive (lti) What is the purpose of the LTI plan? the LtI plan aligns senior executive reward with shareholder value, by tying this component of remuneration to the achievement of performance conditions which underpin sustainable long term growth. What form does the LTI take? the LtI is granted annually as either options and/or rights over ordinary Boral shares. Who participates in the LTI plan? LtIs are provided to senior executives who are considered by the Board to have significant influence over the long term outcomes of Boral. only 1% of employees participate in the LtI plan. Is there a limit on the number of equity units issued? the number of rights or options that may be offered to executives when aggregated with the number of shares held in the Company’s employee share Plan, Non-executive directors’ share Plan, senior executive option Plan and senior executive Performance share Plan and the number of shares that would be issued on exercise or vesting of outstanding LtIs is not permitted to exceed 5% of the total number of issued shares at the time of the offer. What is the value of the LTI opportunity? the size of grants under the LtI plan is set as a percentage of fixed annual remuneration (100% for the Ceo and from 40 – 50% for senior executives). the number of rights or options granted is calculated based on the fair Market value of the right or option as calculated by an independent valuer (PricewaterhouseCoopers) using a Monte Carlo simulation analysis at the date of grant. Participants in the LtI plan will not derive any value from their LtI grants unless challenging performance hurdles are achieved. How is reward delivered under the LTI program? each right or option granted under the LtI plan is an entitlement to a fully-paid ordinary share in the Company on terms and conditions determined by the Board, including vesting conditions linked to service and performance measured at three, five and seven years. If the vesting conditions are satisfied, the rights and options vest and the underlying shares may be delivered to the participating executive. the Board determines the mix of options and rights for each grant annually. for the grant made in 2009/10, the entire LtI award was delivered in the form of rights. 52 Boral limited annual report 2010 seNIor exeCutIve reMuNeratIoN CoNtINued Do executives pay for the LTI instruments? rights and options are offered at no cost to the senior executive at the time of the grant. No price is payable upon vesting of rights; however, an exercise price (set at the time of the grant) is payable upon exercise of an option. the exercise price is determined at date of grant based on the average closing price of Boral shares over the five trading days following the agM. What rights are attached to LTI instruments? rights and options do not carry voting or dividend rights; however, shares allocated upon vesting of rights and exercise of options will carry the same rights as other ordinary shares. Are there restrictions on dealing with shares allocated under the LTI plan? Boral has a policy on share trading which applies to directors, officers and senior executives. this policy prohibits executives entering into hedge and other derivative transactions regarding options or rights granted to them as LtIs. shares allocated to participants upon vesting of their LtIs may only be dealt with in accordance with the share trading Policy. the percentage of options and rights that vest will depend on Boral’s relative tsr ranking over the measurement period, as set out in the table below: Boral’s tsr rank in asX 100 % of options/rights that vest Below 50th percentile Nil Between 50th and 74th percentile Progressive vesting from 50–98% (2% increase for each higher percentile ranking) at or above 75th percentile 100% any options and rights that do not vest, based on performance over the initial three year measurement period, will be available for vesting based on performance over five year and seven year measurement periods. options and rights that have not vested following the seven year measurement period automatically lapse. What happens when an executive leaves the Company? generally, unvested options or rights will lapse, except where the executive ceases employment due to retirement after the age of 62 or when the Board at its sole discretion determines otherwise. given that the Company’s comparative tsr performance is tested over a minimum three year period, satisfaction of the performance condition attaching to the rights granted for 2009/10 will not be measured until the 2012/13 financial year. What is the performance hurdle? the performance hurdle for the LtI plan is tied to the Company’s relative total shareholder return (tsr). tsr represents the change in capital value of a listed entity’s share price over a period, plus reinvested dividends, expressed as a percentage of the opening value. the compound growth in the Company’s tsr over the performance measurement period is compared with the tsr performance of all other companies comprising the asx 100 on the date of grant. the Board has discretion to adjust the comparator group to take into account events including but not limited to, takeovers or mergers that might occur during the performance period. How is TSR measured? the performance hurdle for the 2008 and subsequent grants is measured on three test dates, reflecting performance periods of three, five and seven years. this testing frequency is designed to span a typical building industry cycle so that executive incentive and reward are linked to shareholder reward. In assessing whether the performance hurdles have been met, the Company receives independent data which sets out the Company’s tsr growth and that of each company in the comparator group. the level of tsr growth achieved by the Company is given a percentile ranking having regard to its performance compared with the performance of other companies in the comparator group (the highest ranking company being ranked at the 100th percentile). opening and closing share prices are calculated using the volume weighted average price over the 60 days up to and including the first and last day of the performance period (as applicable). this ‘smoothing’ of tsr reduces the impact of share price volatility. Why does the Company think the TSR hurdle is appropriate? relative tsr has been chosen as a performance hurdle because it provides a direct link between executive reward and shareholder return. executives will not derive any value from the LtI component of their remuneration unless the Company’s performance is at least at the median of the asx 100. remuneration outcomes for 2009/10 In response to the sustained economic downturn and shareholder concerns, the Board agreed to freeze non-executive directors’ fees and management agreed to freeze executive salaries for 2009/10. the salary and non-executive director fee freezes resulted in no general increases occurring between september 2008 and september 2010. following 2008/09 when the Ceo and senior executives elected to forego their entitlement to short term Incentives, stI grants were made for 2009/10. these grants were related to the achievement of financial and non-financial performance objectives which were set at the beginning of the financial year. financial measures typically account for 50% to 67% of the stI outcomes and the measure used for executives other than the Ceo is Profit after funding (Paf) which is the business profit less a funding charge for assets employed. for the Ceo, Profit after tax (Pat) is the financial measure. the financial outcomes are assessed against budgeted results and despite the 2009/10 year being another difficult one for profitability overall for Boral, these awards reflect progress towards key strategic objectives and improved financial performance against budgeted outcomes. Many of Boral’s businesses delivered improved financial outcomes relative to the prior year. three senior executives, emery severin, Ken Barton and John douglas, left Boral during or immediately after the year end and their end of service payments reflect Boral pre-existing policy and contractual obligations. 53 implications of rod pearse’s retirement the details of Mr Pearse’s post-employment and share-based payments were disclosed fully in the 2009 remuneration report. amounts shown for the 2009/10 year in the remuneration table on page 58 reflect remuneration for the period worked and the proportion of his post-employment and share-based payments which relate to this employment period according to the requirements of the accounting standard. any unexercised options and unvested rights at the time of Mr Pearse’s retirement will continue to be subject to the performance hurdle until normal expiry – seven years from date of grant. It is important to note that these unvested rights and options will not vest if Boral’s relative total shareholder return (tsr) does not meet the hurdle rate. options issued from 2005- 2007 had exercise prices between $6.83 and $7.70. to provide value to Mr Pearse, Boral’s tsr needs to be in the top half of the asx 100 comparator group and the share price needs to exceed the exercise price. Business and organisation review a strategic review of Boral’s portfolio of businesses and relative performance was carried out in the second half of 2009/10. this resulted in changes to the group’s organisational structure at both the divisional level and within divisions to ensure more focus on manufacturing and sales and marketing excellence, working together and reducing complexity. the organisational changes introduced will require a fundamental change to stI measures to better align them with the stated objectives of the group. the remuneration and Nomination Committee, with advice from independent advisors and consultation with management, have designed an stI approach which aligns management reward more closely to the interests of shareholders. the main changes include performance measures which will be entirely focused on the achievement of the financial outcomes, specifically the group’s earnings and working capital management. the remuneration and Nomination Committee will also continue to review other remuneration components and the performance management process to ensure delivery of business strategy and non-financial objectives. Employment contract details CEo remuneration structure and contract terms following rod Pearse’s retirement, a new Ceo contract was agreed for Mark selway. In setting the new contract terms, the Board took into account the views expressed by shareholders, governance bodies and other stakeholders. a new benchmark comparator group was established against which to set and review the Ceo’s fixed and variable remuneration. this comparator group is more closely aligned to Boral’s current market position and was selected from similar companies within a range of Boral’s market capitalisation. the group includes companies from the Industrials and Materials sectors of the asx 200 with a 12 month moving average market capitalisation between 33% and 300% of Boral’s market capitalisation and with annual revenue between 33% and 300% of Boral’s revenue. the duration of the Ceo’s contract was carefully considered by the Board and accordingly a rolling 12 month contract was adopted. Mr selway’s commencing fixed remuneration was set at $1,750,000 per annum. his annual short term Incentive entitlement is 100% of fixed remuneration for ‘target’ performance with a maximum of 140% of fixed remuneration for ‘stretch’ performance. stI measures will be typically weighted at 67% for financial outcomes (currently based on Boral’s profit after tax) although for the proportion of 2009/10 in which he was employed, the Board linked part of his short term incentive to completion of a strategic review of Boral’s portfolio of businesses. at the 2009 agM shareholders approved an initial grant of share rights to Mr selway equivalent to 100% of his fixed remuneration as disclosed in the table on page 57. Mr selway’s Long term Incentive entitlement is 100% of fixed remuneration annually granted as options or share rights in accordance with the Boral LtI Plan rules. the number of equity units granted are determined based on the fair market value calculated in accordance with accounting standard aasB 2. If termination of employment occurs for reasons other than resignation or performance, unvested LtI grants continue beyond termination in accordance with the terms of the grant, unless the Board determines otherwise. the Board also considered the issue of termination payments. If the Company terminates Mr selway’s employment without cause, he is entitled to 12 months notice (or three months notice in the case of illness). Mr selway may terminate his employment immediately if there is a fundamental change in his role or responsibilities without his consent. If Mr selway’s contract is terminated without cause or as a result of a fundamental change, he will be entitled to a separation payment. Mr selway will not receive a restraint payment as part of any post-employment arrangements and any separation payment he receives will not exceed one year’s fixed remuneration (and will be inclusive of any payment in lieu of notice to which he is entitled). Mr selway will not receive a separation payment if he resigns on six months notice, or is terminated immediately for cause. Contract terms for other executives Key features of the employment arrangements for senior executives include: • employment continues until terminated by either the executive or Boral; • notice periods are typically six months, but reduce where termination is for performance reasons; and • termination for reasons other than resignation or performance results in a termination payment of one year’s fixed remuneration. a limited number of us senior executives have entered into executive transition agreements with Boral Industries Inc. pursuant to which benefits (of up to two times annual salary plus stI) are payable in the event of termination following a change of control of Boral Limited or Boral Industries Inc. these payments are consistent with market practice for us executives. 54 Boral limited annual report 2010 CoMPaNY PerforMaNCe outCoMes Company performance the chart below demonstrates how the Company’s total shareholder return (tsr), which includes share price movements and dividends, has performed relative to the asx 100 accumulation Index. In the ten years to 30 June 2010, Boral has achieved an annual tsr of 14.1% which is above the median of asx 100 companies over the same period. strong earnings improvement in the 2000 to 2006 period established a platform upon which the Company has been able to maintain high long term returns for shareholders despite the global economic downturn and the significant decline in us housing activity experienced subsequently. BLD vs ASX 100 Accumulation Index TSR 10 years to 30 June 2010 R S T % 500 400 300 200 100 0 –100 1 6 2 , 2 0 0 n u J 0 0 c e D 1 0 n u J 1 0 c e D 2 0 n u J 2 0 c e D 3 0 n u J 3 0 c e D 4 0 n u J 4 0 c e D 5 0 n u J 5 0 c e D 6 0 n u J 6 0 c e D 7 0 n u J 7 0 c e D 8 0 n u J 8 0 c e D 9 0 n u J 9 0 c e D 0 1 n u J 1 6 2 , 2 Boral Ltd ASX 100 Accumulation Index the effect of the business cycle is demonstrated in the charts below which reflect the Company’s earnings Per share, return on equity and full year dividends since 2000. earnings per share1 (cents) return on equity1 (percent) 9 0 dividends per share (cents) 4 6 3 6 2 6 0 5 1 4 9 4 4 3 7 2 7 . 5 1 4 . 5 1 2 . 3 1 . 2 3 1 9 . 9 3 . 8 0 . 0 1 5 . 8 9 8 1 1 4 3 4 3 4 3 4 3 0 3 3 2 2 2 2 2 8 . 4 0 . 5 3 1 5 . 3 1 1 0 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 0 1 1 0 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 0 1 1 0 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 0 1 1 excludes financial impact of significant items. 500 500 400 380 300 260 200 140 100 20 0 -100 -100 55 short term performance – 2009/10 the Company’s overall financial performance during the 2009/10 year (before significant items) was marginally higher than the prior year despite a 5.7% reduction in revenue due to the ongoing impact of the poor market conditions in the usa, thailand and in the construction related activities of Boral’s australian businesses. despite these conditions, australian building products businesses delivered higher profits than in the prior year and more specifically Boral performed well in the following areas: • australian Construction Materials, Plasterboard and Clay & Concrete Products divisions performed above expectations due in part to improved housing starts and infrastructure spend together with the benefit of efficiency gains; • cost reduction programs delivered improved compressible costs; • increased pricing outcomes in most businesses despite volume and economic pressures; • improved cash flow performance and gearing levels; and • continued improvement in sustainability performance. short term Incentives reward current year performance and are based on both financial and non-financial outcomes. 2009/10 stI award payments for the Ceo and senior executives are shown in the table below expressed as a percentage of maximum stI vested and forfeited. these stI awards reflect the fact that a number of businesses exceeded budgeted outcomes for the year. stI awards are made in the form of a cash bonus and are being paid on 15 september, 2010. short term incentive vested/forfeited Executives M W selway W r Batstone M g Beardsell M P Kane a d Poulter N J Clark former Executives r t Pearse K M Barton e s severin J M douglas total total SHORT TERM INcENTIvE cASH BONuS A$000’S % vESTED % FORFEITED % % 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 1,100.0 0.0 461.3 0.0 272.8 0.0 203.5 0.0 65.1 0.0 294.5 0.0 90% 0% 78% 0% 54% 0% 90% 0% 58% 0% 68% 0% 297.0 20% 0% 0% 0% 0% 0% 100% 0% 0.0 0.0 0.0 0.0 0.0 750.3 0.0 3,444.5 0.0 10% 0% 22% 100% 46% 100% 10% 0% 42% 0% 32% 100% 80% 100% 100% 100% 100% 100% 0% 100% 56 Boral limited annual report 2010 CoMPaNY PerforMaNCe outCoMes CoNtINued long term performance Boral’s LtI grant in 2009 was awarded in the form of share acquisition rights as was its practice in 2008. the primary conditions applying to these grants include a minimum vesting period of three years with a total life of seven years and a market-based performance hurdle which measures Boral’s tsr relative to the tsr of companies that comprise the asx 100 at grant date (the comparator group). testing against the hurdle is on three specific dates after performance periods of three, five and seven years. When measured over the long term, Boral’s tsr performance has been satisfactory; however, economic conditions mostly relating to housing and construction in recent years have resulted in Boral’s tsr underperforming the comparator group. LtI grants in 2000, 2001 and 2002 all reached a relative tsr of greater than the 75th percentile and 100% have vested. these grants delivered benefits to executives at a time when shareholders also benefited from substantial share price and dividend growth. the 2003 grant has reached 58% vesting and the 2004, 2005 and 2006 grants have not yet reached the minimum level required for vesting. the 2007, 2008 and 2009 grants have not yet reached a measurement date. the LtI grants from october 2003 onwards are within the seven year life and the performance hurdle may still be reached before they lapse. the table below demonstrates the level of performance achieved thus far for each of the LtI grants still on foot. gRANT DATE EXPIRY DATE OPTION EXERcISE PRIcE MIX OF OPTIONS/RIgHTS PERFORMANcE HuRDLE vESTINg LEvEL oct 03 oct 04 oct 05 Nov 06 Nov 07 Nov 08 Nov 09 oct 10 oct 11 oct 12 Nov 13 Nov 14 Nov 15 Nov 16 $5.57 $6.60 $7.70 $7.32 $6.83 N/a N/a 100% options 50% options 50% rights 50% options 50% rights 50% options 50% rights 58% 0% 0% 0% 50% options 50% rights 1st test date Nov 2010 100% rights 100% rights 1st test date Nov 2011 1st test date Nov 2012 57 long term incentives granted and movement during the year details of options and rights granted and the movement of options and rights during the year held by the Ceo and the senior executives are: gRANTED DuRINg THE EXERcISED vALuE OF vALuE OF OPTIONS LAPSED/ OPTIONS cANcELLED AND RIgHTS DuRINg BALANcE AT 1 JuLY 2009 REMuNERATION a YEAR AS vALuE OF gRANT b DuRINg AND RIgHTS EXERcISED c THE YEAR LAPSED/ BALANcE AT THE YEAR cANcELLED d 30 JuNE 2010 NuMBER NuMBER $ NuMBER $ NuMBER $ NuMBER Executives M W selway options rights – – – – – 431,034e 1,749,998 W r Batstone options 351,470 – – rights 153,637 82,463 334,800 M g Beardsell options 131,500 – – rights 59,688 38,530 156,432 M P Kane a d Poulter N J Clark options rights options rights options rights – – – – 96,900 42,831 – – – – – – – – – – 35,829 145,466 former Executives r t Pearse options 6,375,100 rights 367,036 K M Barton options 390,000 – – – – – – rights 163,082 100,985 409,999 e s severin options 621,200 – – rights 225,943 119,601 485,580 J M douglas options 303,252 – – rights 177,502 102,661 416,804 – – – – – – – – – – – – – – – – – – – (3,828)f 2,220 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 431,034 351,470 236,100 131,500 98,218 – – – – 93,072 – 78,660 – 6,375,100 – – – – – – – 367,036 390,000 264,067 621,200 345,544 303,252 280,163 a No options were granted to senior executives during the year. rights were granted to senior executives on 5 November 2009 with the earliest vesting date on 5 November 2012 and the last vesting date (expiry date) of the rights on 5 November 2016. b the fair value of rights granted on 5 November 2009, calculated using a Monte Carlo simulation analysis, is $4.06 per right. c Calculated per option or right as the last sale price of Boral shares on the date of exercise less the exercise price (if applicable). d value is calculated at fair market value of option or right on date of grant. e Initial grants of rights to M selway on 1 January 2010 in accordance with his service contract and subject to the same terms and conditions as the grant to senior executives on 5 November 2009 (including the same performance hurdle and vesting period). f relates to october 2003 options with an exercise price of $5.57 per option. No options or rights vested or were forfeited during the year. the number of options and rights included in the Balance at 1 July 2009 for current executives is: Wr Batstone – 2003 – 53,970 options; 2004 – 56,800 options, 15,218 rights; 2005 – 71,700 options, 18,849 rights; 2006 – 74,900 options, 20,465 rights; 2007 – 94,100 options, 24,481 rights; 2008 – 74,624 rights. Mg Beardsell – 2003 – 18,400 options; 2004 – 11,100 options, 2,976 rights; 2005 – 25,500 options, 6,714 rights; 2006 – 34,100 options, 9,310 rights; 2007 – 42,400 options, 11,034 rights; 2008 – 29,654 rights. NJ Clark – 2003 – 6,600 options; 2004 – 18,900 options, 5,078 rights; 2005 – 21,300 options, 5,604 rights; 2006 – 22,200 options, 6,056 rights; 2007 – 27,900 options, 7,245 rights; 2008 – 18,848 rights. the estimated minimum value of rights yet to vest is nil and the maximum value is the number of rights multiplied by the sale price of Boral shares at 30 June 2010 of $4.82. 58 Boral limited annual report 2010 exeCutIve reMuNeratIoN taBLe Executive total remuneration A$000’S cASH SALARY SHORT TERM POST EMPLOYMENT SHORT NON TERM MONETARY f SuPER- END OF SHARE BASED PAYMENT a OTHER LONg TERM TOTAL INcENTIvE BENEFITS ANNuATION SERvIcE OPTIONS RIgHTS 2010 2009 2010 2009 2010 2009 2010 2009 Executives M W selway Chief executive officer (appointed 1 January 2010) W r Batstone Managing director, Boral Building Products M g Beardsell Managing director, Boral Cement M P Kane 2010 President, Boral Industries Inc. 2009 (appointed 15 february 2010) a d Poulter Chief financial officer (appointed 1 May 2010) N J Clark executive general Manager, Clay and Concrete former Executives r t Pearse Managing director and Ceo (retired 31 december 2009) K M Barton Chief financial officer (resigned 28 february 2010) e s severin 2010 President, Boral Industries Inc. 2009 (resigned 5 March 2010) J M douglas executive general Manager, australian Construction Materials (resigned 9 July 2010) total total 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 1,022.6 g 1,100.0 0.0 0.0 636.1 629.0 461.3 0.0 617.0 138.9 272.8 0.0 170.0 0.0 203.5 0.0 122.6 0.0 65.1 0.0 560.5 222.1 294.5 0.0 1,248.0 2,461.3 297.0 0.0 537.0 787.5 474.4 791.8 0.0 0.0 0.0 0.0 0.0 0.0 19.0 19.0 19.0 4.3 26.8 0.0 0.0 0.0 0.0 0.0 9.5 19.0 12.7 19.0 7.2 0.0 107.9 106.6 14.5 3.1 0.0 0.0 2.4 0.0 14.5 5.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 173.6 0.0 17.0 2,320.4 0.0 0.0 64.9 72.5 164.1 109.0 10.6 1,463.9 946.6 10.5 26.6 6.4 69.0 9.7 10.3 1,029.2 164.7 2.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 19.4 9.0 52.4 12.8 0.0 0.0 2.0 0.0 9.3 3.7 400.3 0.0 192.1 0.0 950.6 253.4 252.0 449.2 b 1,352.9 497.0 4,043.2 3,927.9 181.4 522.1 10.4 3,800.4 41.0 11,511.5 9.6 13.9 0.0 0.0 40.6 d 71.6 –1.2 d 113.6 9.0 607.7 13.1 1,018.7 233.1 635.1 68.5 102.8 930.5 b 0.0 225.9 c 1,061.5 c 161.4 108.3 7.9 3,001.8 13.2 1,812.6 819.1 808.8 750.3 0.0 19.0 19.0 14.5 13.9 833.6 b 0.0 37.9 e 69.5 –12.6 e 120.1 13.7 2,475.5 13.5 1,044.8 6,207.3 3,444.5 0.0 5,839.4 339.1 715.4 491.1 2,213.3 1,768.2 1,688.2 743.1 4,043.2 4,265.2 1,048.7 90.2 16,241.9 97.3 16,752.3 a the fair value of the options and sars is calculated at the date of grant using the Monte Carlo simulation analysis. the value is allocated to each reporting period evenly over the period of five years from the grant date. the value disclosed above is the portion of the fair value of the options and sars allocated to this reporting period. b Contractual payments to Mr r Pearse, Mr e severin and Mr J douglas payable upon termination of employment. c Includes an expense for Mr e severin for options $157,316 and rights $906,412 that would normally have been amortised over future years. d Includes an adjustment for Mr K Barton for options $–4,090 and rights $–114,490 that lapsed on termination or would normally have been amortised over future years. e Includes an adjustment for Mr J douglas for options $–28,118 and rights $–209,837 that lapsed on termination or would normally have been amortised over future years. f Includes parking and expatriate costs. g Includes pre-employment payments to M selway for duties undertaken prior to 1 January 2010. Proportion of remuneration which consists of options/rights is M selway 7%,W Batstone 16%, M Beardsell 9%, M Kane 0%, a Poulter 0%, N Clark 8%, r Pearse 40%, K Barton 6%, e severin 43%, J douglas 1%. Proportion of remuneration that is performance-based is M selway 55%, W Batstone 47%, M Beardsell 36%, M Kane 51%, a Poulter 34%, N Clark 39%, r Pearse 48%, K Barton 6%, e severin 43%, J douglas 31%. 59 NoN-exeCutIve dIreCtors’ reMuNeratIoN Non-executive directors’ remuneration is reviewed annually by the full Board. this review takes account of the recommendations of the remuneration and Nomination Committee and external benchmarking of remuneration for directors of comparable companies. the non-executive directors receive fixed remuneration only which includes base remuneration (Board fees) and Committee fees. It is structured on a total remuneration basis which is paid in the form of cash and superannuation contributions. the directors do not receive any variable remuneration or other performance related incentives such as options or rights to shares and no retirement benefits are provided to non-executive directors other than superannuation contributions. the current aggregate fee Limit of $1,250,000 pa was approved at the Company’s agM in october 2006. In line with the salary freeze for senior executives in Boral, the Board determined that no increase in non-executive director fees should occur during the 2009/10 financial year. the current remuneration of non-executive directors is: POSITION BASE REMuNERATION cOMMITTEE FEES TOTAL REMuNERATION Chairman Committee Chairman director $338,250 $123,000 $123,000 $13,500 $20,250 $13,500 $351,750 $143,250 $136,500 the total annual non-executive director remuneration for the current Board of seven non-executive directors for the 2009/10 financial year was $1,199,733 which includes superannuation. the Board intends to seek shareholder approval for an increase in the maximum aggregate amount of non-executive directors’ remuneration at the 2011 annual general Meeting. the remuneration of the non-executive directors is set out in the table below. 60 Boral limited annual report 2010 NoN-exeCutIve dIreCtors’ reMuNeratIoN CoNtINued non-executive directors’ total remuneration A$000’S directors J B Clark e J doyle (appointed 16 March 2010) r L every Chairman (from 1 June 2010) r a Longes J Marlay (appointed 1 december 2009) P a rayner J r Williams former non-executive directors e J Cloney (retired 28 october 2009) K J Moss (retired 31 May 2010) total total POST EMPLOYMENT SHARE BASED TOTAL PAYMENT REMuNERATION SHORT TERM BOARD AND cOMMITTEE FEES SuPERANNuATION SHARE PLAN 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 131.0 119.5 36.8 0.0 142.9 119.5 125.2 119.5 69.5 0.0 131.4 103.9 125.2 119.5 43.8 125.4 309.0 302.7 1,114.8 1,010.0 12.0 10.2 3.3 0.0 11.5 10.2 11.3 10.2 6.3 0.0 11.8 8.7 11.3 10.2 3.9 10.7 13.5 13.9 84.9 74.1 0.0 6.8 0.0 0.0 0.0 6.8 0.0 6.8 0.0 0.0 0.0 4.6 0.0 6.8 0.0 7.2 0.0 35.2 0.0 74.2 143.0 136.5 40.1 0.0 154.4 136.5 136.5 136.5 75.8 0.0 143.2 117.2 136.5 136.5 47.7 143.3 322.5 351.8 1,199.7 1,158.3 FINaNcIal statemeNts Boral Limited Annual Report 2010 61 Income Statement Statement of comprehenSIve Income BaLance Sheet Statement of changeS In equIty caSh fLow Statement 62 63 64 65 66 noteS to the fInancIaL StatementS 1 Significant accounting policies 2 Segments 3 Profit for the period 4 Significant items 5 Discontinued operations and assets held for sale 6 Income tax expense 7 Dividends 8 Earnings per share 9 Cash and cash equivalents 10 Receivables 11 Inventories 12 Investments accounted for using the equity method 13 Other financial assets 14 Property, plant and equipment 15 Intangible assets 16 Other assets 17 Payables 18 Interest bearing loans and borrowings 19 Current tax liabilities 20 Deferred tax assets and liabilities 21 Provisions 22 Issued capital 23 Reserves 24 Contingent liabilities 25 Commitments 26 Employee benefits 27 Loans and borrowings 28 Financial instruments 29 Key management personnel disclosures 30 Auditors’ remuneration 31 Acquisition/disposal of controlled entities 32 Controlled entities 33 Related party disclosures 34 Notes to cash flow statement 35 Parent entity disclosures 36 Deed of cross guarantee 37 Subsequent events Statutory StatementS 67 73 76 78 80 81 82 83 84 84 85 86 88 88 90 91 92 92 92 93 95 97 97 99 100 100 106 107 115 120 120 122 125 126 127 129 131 132 62 Boral Limited Annual Report 2010 INcome statemeNt Boral Limited and Controlled Entities For the year ended 30 June continuing operations Revenue Cost of sales Distribution expenses Selling and marketing expenses Administrative expenses Other income Other expenses Share of net profit/(loss) of associates profit before net financing costs and income tax expense Financial income Financial expenses Net financing costs profit/(loss) before income tax expense Income tax benefit profit/(loss) from continuing operations Discontinued operations Profit/(loss) from discontinued operations (net of income tax) net profit/(loss) attributable to: Members of the parent entity Non-controlling interest net profit/(loss) Basic earnings per share Diluted earnings per share continuing operations Basic earnings per share Diluted earnings per share CONSOLIDAtED Note 2010 $ millions 2009 $ millions 3 4,493.8 4,727.7 (3,050.8) (3,144.1) (706.6) (162.6) (347.3) (777.8) (190.6) (366.7) (4,267.3) (4,479.2) 3 3 3, 12 3 3 6 5 8 8 8 8 25.8 (169.6) (21.5) 61.2 5.3 (102.3) (97.0) (35.8) 18.3 (17.5) 61.4 (81.9) 0.5 228.5 37.5 (135.2) (97.7) 130.8 32.5 163.3 (71.8) (89.3) (21.1) 142.2 (90.5) 1.2 (89.3) (15.2c) (15.2c) (3.1c) (3.1c) 142.0 0.2 142.2 24.1c 24.0c 27.7c 27.6c the income statement should be read in conjunction with the accompanying notes which form an integral part of the financial statements. statemeNt oF compreheNsIve INcome Boral Limited and Controlled Entities Boral Limited Annual Report 2010 63 For the year ended 30 June net profit/(loss) other comprehensive income Actuarial loss on defined benefit plans Exchange differences from translation of foreign operations taken to equity Fair value adjustment on cash flow hedges Fair value adjustment on available for sale financial assets Income tax relating to components of other comprehensive income total comprehensive income total comprehensive income is attributable to: Members of the parent entity Non-controlling interest total comprehensive income CONSOLIDAtED Note 2010 $ millions 2009 $ millions (89.3) 142.2 26 23 23 23 (1.6) 11.1 10.7 – (25.8) (94.9) (96.1) 1.2 (94.9) (22.6) (47.3) (20.6) (237.2) 144.9 (40.6) (40.8) 0.2 (40.6) the statement of comprehensive income should be read in conjunction with the accompanying notes which form an integral part of the financial statements. 64 Boral Limited Annual Report 2010 BalaNce sheet Boral Limited and Controlled Entities As at 30 June current aSSetS Cash and cash equivalents Receivables Inventories Other Assets classified as held for sale totaL current aSSetS non-current aSSetS Receivables Inventories Investments accounted for using the equity method Other financial assets Property, plant and equipment Intangible assets Deferred tax asset Other totaL non-current aSSetS totaL aSSetS current LIaBILItIeS Payables Interest bearing loans and borrowings Current tax liabilities Provisions Liabilities classified as held for sale totaL current LIaBILItIeS non-current LIaBILItIeS Payables Interest bearing loans and borrowings Deferred tax liabilities Provisions totaL non-current LIaBILItIeS totaL LIaBILItIeS net aSSetS equIty Issued capital Reserves Retained earnings total parent entity interest Non-controlling interest totaL equIty the balance sheet should be read in conjunction with the accompanying notes which form an integral part of the financial statements. CONSOLIDAtED Note 2010 $ millions 2009 $ millions 9 10 11 16 5 10 11 12 13 14 15 20 16 17 18 19 21 5 17 18 20 21 22 23 157.0 783.7 548.5 63.3 59.5 – 100.5 776.9 632.6 67.0 1,612.0 1,577.0 19.2 85.3 294.1 26.8 33.2 61.7 298.9 30.0 2,785.1 3,104.0 277.6 307.8 43.3 – 66.0 3,597.4 5,209.4 640.9 8.9 98.9 246.0 9.9 – 78.6 3,914.2 5,491.2 608.9 6.7 28.5 200.2 1,004.6 844.3 22.1 33.3 1,330.7 1,607.4 118.9 107.0 1,578.7 2,583.3 2,626.1 170.6 82.0 1,893.3 2,737.6 2,753.6 1,724.0 1,691.4 (38.9) 938.4 2,623.5 2.6 (43.2) 1,104.2 2,752.4 1.2 2,626.1 2,753.6 statemeNt oF chaNges IN equIty Boral Limited and Controlled Entities Boral Limited Annual Report 2010 65 Balance at end of the year 1,724.0 (38.9) 938.4 2,623.5 For the year ended 30 June 2010 Balance at the beginning of the year Net profit/(loss) other comprehensive income translation of assets and liabilities of overseas controlled entities translation of long-term borrowings and foreign currency forward contracts Fair value adjustment on cash flow hedges Actuarial loss on defined benefit plans Income tax relating to components of other comprehensive income total comprehensive income transactions with owners in their capacity as owners Shares issued under the dividend reinvestment plan Shares issued upon the exercise of executive options Dividend paid Share-based payments total transactions with owners in their capacity as owners Other changes in non-controlling interest For the year ended 30 June 2009 Balance at the beginning of the year Net profit Other comprehensive income translation of assets and liabilities of overseas controlled entities translation of long-term borrowings and foreign currency forward contracts Fair value adjustment on available for sale financial assets Fair value adjustment on cash flow hedges Actuarial loss on defined benefit plans Income tax relating to components of other comprehensive income total comprehensive income transactions with owners in their capacity as owners Shares issued under the dividend reinvestment plan Shares issued upon the exercise of executive options On-market share buy-back Dividend paid Share-based payments total transactions with owners in their capacity as owners Other changes in non-controlling interest CONSOLIDAtED Issued capital $ millions reserves $ millions retained total parent non-controlling interest earnings entity interest $ millions $ millions $ millions total equity $ millions 1,691.4 – (43.2) – 1,104.2 (90.5) 2,752.4 (90.5) 1.2 1.2 2,753.6 (89.3) CONSOLIDAtED Issued capital $ millions Reserves $ millions Retained earnings entity interest $ millions $ millions total parent Non-controlling interest $ millions total equity $ millions 1,673.1 – 113.0 – 1,121.5 142.0 2,907.6 142.0 2.0 0.2 2,909.6 142.2 – – – – – – 31.9 0.7 – – 32.6 – (66.3) – (66.3) 77.4 10.7 – (26.4) (4.6) – – – 8.9 8.9 – – – (1.6) 0.6 (91.5) – – (74.3) – (74.3) – 77.4 10.7 (1.6) (25.8) (96.1) 31.9 0.7 (74.3) 8.9 (32.8) – – – – – – – – 49.7 0.1 (31.5) – – 18.3 – 154.6 – 154.6 (201.9) (237.2) (20.6) – 138.0 (167.1) – – – – 10.9 10.9 – – – – (22.6) 6.9 126.3 – – – (143.6) – (143.6) – (201.9) (237.2) (20.6) (22.6) 144.9 (40.8) 49.7 0.1 (31.5) (143.6) 10.9 (114.4) – – – – – – 1.2 – – – – – 0.2 2.6 (66.3) 77.4 10.7 (1.6) (25.8) (94.9) 31.9 0.7 (74.3) 8.9 (32.8) 0.2 2,626.1 – – – – – – 0.2 – – – – – – (1.0) 1.2 154.6 (201.9) (237.2) (20.6) (22.6) 144.9 (40.6) 49.7 0.1 (31.5) (143.6) 10.9 (114.4) (1.0) 2,753.6 Balance at end of the year 1,691.4 (43.2) 1,104.2 2,752.4 the statement of changes in equity should be read in conjunction with the accompanying notes which form an integral part of the financial statements. 66 Boral Limited Annual Report 2010 cash Flow statemeNt Boral Limited and Controlled Entities For the year ended 30 June caSh fLowS from operatIng actIvItIeS Receipts from customers Payments to suppliers and employees Dividends received Interest received Borrowing costs paid Income taxes paid net caSh provIDeD By operatIng actIvItIeS 34 caSh fLowS from InveStIng actIvItIeS Purchase of property, plant and equipment Purchase of intangibles Purchase of controlled entities and businesses (net of cash acquired) Purchase of other investments Loans to associates Proceeds from sale of investments Proceeds on disposal of non-current assets net caSh uSeD In InveStIng actIvItIeS caSh fLowS from fInancIng actIvItIeS Proceeds from issue of shares On-market share buy-back Dividends paid (net of dividends reinvested under the Dividend Reinvestment Plan of $31.9 million (2009: $49.7 million)) Proceeds from borrowings Repayment of borrowings net caSh uSeD In fInancIng actIvItIeS net change In caSh anD caSh equIvaLentS Cash and cash equivalents at the beginning of the year Effects of exchange rate fluctuations on the balances of cash and cash equivalents held in foreign currencies Cash and cash equivalents at the end of the year 34 the cash flow statement should be read in conjunction with the accompanying notes which form an integral part of the financial statements. CONSOLIDAtED Note 2010 $ millions 2009 $ millions 4,967.9 5,403.6 (4,422.2) (4,861.2) 545.7 26.6 6.4 (107.9) (11.7) 459.1 542.4 49.5 4.9 (130.9) (47.1) 418.8 (179.9) (230.8) – – (0.1) (1.5) – 44.8 (136.7) 0.7 – (42.4) 8.4 (232.5) (265.8) 56.6 100.5 (0.1) 157.0 (0.7) (7.1) (0.9) (22.9) 205.5 49.2 (7.7) 0.1 (31.5) (93.9) 188.6 (424.4) (361.1) 50.0 47.4 3.1 100.5 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities Boral Limited Annual Report 2010 67 1. Significant accounting policies Boral Limited (the “Company”) is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange. the consolidated financial report for the year ended 30 June 2010 comprises Boral Limited and its controlled entities (the “Group”). the financial report was authorised for issue by the Directors on 3 September 2010. a. Basis of preparation the financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. the financial report of the Group complies with International Financial Reporting Standards (IFRS) and interpretations adopted by the International Standards Board. the financial report is presented in Australian dollars. the functional currency is the principal currency in which subsidiaries and associates operate. the financial report has been prepared on the basis of historical cost, except for derivative financial assets and financial assets classified as available for sale which have been measured at fair value. the carrying value of recognised assets and liabilities that are hedged with fair value hedges are adjusted to record changes in the fair value attributable to the risks that are being hedged. Significant accounting judgements, estimates and assumptions: the preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. the estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities. Actual results may differ from these estimates. the estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements relate to the following areas: goodwill and intangibles: Judgements are made with respect to identifying and valuing intangible assets on acquisition of new businesses. the Group determines whether goodwill and intangibles with indefinite useful lives are impaired at each balance date. these calculations involve an estimation of the recoverable amount of a cash generating unit to which goodwill and intangibles with indefinite useful lives are allocated. provision for restoration and environmental rehabilitation: Restoration and environmental rehabilitation costs are part of the Group’s operations where natural resources are extracted. Provisions represent estimates of future costs associated with closure and rehabilitation of various sites. the provision calculation requires assumptions on closure dates, application of environmental legislation, available technologies and consultant cost estimates. the ultimate costs remain uncertain and costs may vary in response to a number of factors including changes to relevant legislation and ultimate use of the site. Income taxes: the Group is subject to income taxes in Australia and other jurisdictions in which Boral operates. Significant judgement is required in determining the Group’s provision for income taxes. Judgement is also required in assessing whether deferred tax assets and deferred tax liabilities are recognised on the balance sheet. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in circumstances will alter expectations, which may impact the amount recognised on the balance sheet and the amount of other tax losses and temporary differences not yet recognised. Share-based payments: the Group measures the cost of equity- settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. the fair value is determined by an external valuer using a Monte Carlo simulation option-pricing model. estimation of useful lives of assets: Estimation for useful lives of assets has been based on historical experience. In addition, the condition of assets is assessed at least annually and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary. Defined benefit plans: Various actuarial assumptions are required when determining the Group’s pension schemes and other post- employment benefit obligations. these assumptions and the related carrying amounts are disclosed in the employee benefits note. changes in accounting policies: Starting as of 1 July 2009 the Group has adopted the following new and amended Australian Accounting Standards and AASB interpretations: • • • AASB 8 Operating Segments and AASB 2007-3 consequential amendments to other accounting standards resulting from this issue. AASB 123 Borrowing Costs (revised) and AASB 2007-6 consequential amendments to other accounting standards resulting from this issue. AASB 101 Presentation of Financial Statements (revised September 2007) and AASB 2007-8 consequential amendments to other accounting standards resulting from this issue. • AASB 3 Business Combinations (revised). • AASB 127 Consolidated and Separate Financial Statements (revised). Adoption of these standards has not resulted in any material changes to the Group’s financial reports. 68 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 1. Significant accounting policies (continued) accounting standards not yet effective: the AASB has issued additional standards and interpretations that are effective for periods commencing after the date of this financial report. the following standards have been identified as those which are relevant to the Group. these standards are available for early adoption at 30 June 2010, but have not yet been adopted by the Group: • • AASB 9 Financial Instruments periods beginning on/or after 1 January 2013. the standard addresses the classification and measurement of financial assets. – applicable to annual reporting AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-Settled Share-based Payment Transactions [AASB 2] – applicable to reporting periods beginning on/or after 1 January 2010. the Group has not yet assessed the impact of adoption of these standards on its financial reports. the accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report. B. principles of consolidation Subsidiaries: Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. the financial statements of subsidiaries are included in the financial report from the date that control commences until the date that control ceases. associates: Associates are those entities for which the Group has significant influence, but not control, over the financial and operating policies. the financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate. Jointly controlled entities and assets: the interests of the Group in unincorporated joint ventures and jointly controlled assets are brought to account by recognising in its financial statements the assets it controls and the liabilities that it incurs, and the expenses it incurs and its share of income that it earns from the sale of goods or services by the joint venture. transactions eliminated on consolidation: Intragroup balances and transactions, and any unrealised gains and losses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Unrealised losses arising from transactions with associates are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. c. revenue recognition Revenue is recognised at fair value of the consideration received net of the amount of goods and services tax (GSt). Sale of goods revenue: Sale of goods revenue is recognised (net of returns, discounts and allowances) when the significant risks and rewards of ownership have been transferred to the buyer and the amount of revenue can be reliably measured. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods. rendering of services revenue: Revenue from rendering services is recognised in proportion to the stage of completion of the contract when the stage of contract completion can be reliably measured. An expected loss is recognised immediately as an expense. Land development projects: Revenue from the sale of land development projects is recognised when all of the following conditions have been met: contracts are exchanged; a significant non-refundable deposit is received; and material conditions contained within the contract are met. Dividends: Revenue from dividends from other investments is recognised once the right to payment is established. D. government grants Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to the income statement on a straight-line basis over the expected lives of the related assets. e. Income tax Income tax disclosed in the income statement comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect to previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. the following temporary differences are not provided for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profits and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. the amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Boral Limited Annual Report 2010 69 1. Significant accounting policies (continued) tax consolidation: Boral Limited and its wholly owned Australian controlled entities have elected to enter into tax consolidation effective 1 July 2002. the head entity, Boral Limited, and its wholly owned Australian controlled entities continue to account for their own current and deferred tax amounts. these tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone tax payer in its own right. Entities within the tax consolidated group have entered into a tax sharing agreement with the head entity. Under the terms of the tax sharing agreement, each of the entities in the tax consolidated group has agreed to pay to or receive from the head entity its current year tax liability or tax asset. Such amounts are recorded in the balance sheet of the head entity in amounts receivable from or payable to controlled entities. taxation of financial arrangements (tofa): the Tax Law Amendment (Taxation of Financial Arrangements) Act 2009 (tOFA legislation) has an application date of 1 July 2010. tOFA changes the tax treatment of financial arrangements including the tax treatment of hedging transactions. the Group has not yet determined the potential effect of the tOFA legislation on the financial statements. f. goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GSt), except where the amount of GSt incurred is not recoverable from the Australian taxation Office (AtO). In these circumstances the GSt is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GSt included. the net amount of GSt recoverable from, or payable to, the AtO is included as a current asset or liability in the balance sheet. Cash flows are included in the cash flow statement on a gross basis. the GSt components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the AtO are classified as operating cash flows. g. net financing costs Financing costs include interest payable on borrowings calculated using the effective interest rate method, finance charges in respect of finance leases, exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs and differences relating to the unwinding of the discount of assets and liabilities measured at amortised cost. Financing costs are recognised as an expense in the period in which they are incurred, unless they relate to a qualifying asset. Financing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Financial income is recognised as it accrues taking into account the effective yield on the financial asset. h. foreign currencies transactions: transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. translation: the financial statements of foreign operations are translated to Australian dollars as follows: • assets (including goodwill) and liabilities for each balance sheet are translated at the closing rate at the date of that balance sheet; • all resulting exchange differences are recognised as a separate component of equity (foreign currency translation reserve); and • income and expenses for each income statement are translated at average exchange rates approximating the rates prevailing on the transaction dates. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to foreign currency translation reserve. When a foreign operation is sold, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale. I. receivables trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less allowance for impairment. An allowance for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. the amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows. the amount of the allowance is recognised in the income statement. J. Inventories Inventories and work in progress are valued at the lower of cost (including materials, labour and appropriate overheads) and net realisable value. Cost is determined predominantly on the first-in- first-out basis of valuation. Net realisable value is determined on the basis of each entity’s normal selling pattern. Expenses of marketing, selling and distribution to customers are estimated and are deducted to establish net realisable value. Land development projects: Land development projects are stated at the lower of cost and net realisable value. Cost includes the cost of acquisition, development and holding costs during development. Costs incurred after completion of development are expensed as incurred. 70 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 1. Significant accounting policies (continued) K. non-current assets held for sale and discontinued operations Non-current assets 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. An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increase in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss. m. Intangible assets goodwill: All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. Non-current assets are not depreciated or amortised while they are classified as held for sale. Negative goodwill arising on an acquisition is recognised directly in the income statement. A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. the results of discontinued operations are presented separately on the face of the income statement. L. Impairment the carrying value of the Group’s assets other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is assessed at each balance date. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless the asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the income statement. Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. the recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value of money using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. reversals of impairment: An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent of the asset’s carrying amount net of depreciation or amortisation, as if no impairment loss has been recognised. other intangible assets: Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. amortisation: Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each annual balance sheet date. Other intangible assets are amortised from the date that they are available for use. n. Deferred expenses Expenditure is deferred to the extent that it is considered probable that future economic benefits embodied in the expenditure will eventuate and can be reliably measured. Deferred expenses are amortised over the period in which the related benefits are expected to be realised. the carrying value of deferred expenditure is reviewed in accordance with the policy set out under impairment. o. Investments All investments are initially recognised at cost being the fair value of consideration given and include acquisition costs associated with the investment. After initial recognition, investments which are classified as available for sale are measured at fair value. Gains and losses on available for sale investments are recognised as a separate component of equity until the investment is sold, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the income statement. For investments that are actively traded in organised financial markets the fair value is determined by reference to the Stock Exchange quoted market bid prices at the close of business at the balance sheet date. p. property, plant and equipment owned assets: Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses. the cost of self-constructed assets includes the cost of materials, direct labour and an appropriate proportion of production overheads. Assessment of impairment loss is made in accordance with the impairment policy. the cost of property, plant and equipment includes the cost of decommissioning and restoration costs at the end of their economic lives if a present legal or constructive obligation exists. Boral Limited Annual Report 2010 71 1. Significant accounting policies (continued) When an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Leased plant and equipment: Leases under which the Group assumes substantially all the risk and rewards of ownership are classified as finance leases. Other leases are classified as operating leases. Finance leases are capitalised. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Lease liabilities are reduced by repayments of principal. the interest components of the lease payments are expensed. Contingent rentals are expensed as incurred. Operating leases are not capitalised and lease costs are expensed. Depreciation: Items of property, plant and equipment, including buildings and leasehold property but excluding freehold land, are depreciated using the straight line method over their expected useful lives. Assets are depreciated from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. the depreciation and amortisation rates used for each class of asset are as follows: 2010 2009 Provisions for employee entitlements which are not due to be settled within twelve months are calculated using expected future increases in wage and salary rates, including related on-costs and expected settlement dates based on turnover history and are discounted using the rates attached to national government securities at balance date, which most closely match the terms of maturity of the related liabilities. Superannuation: the Group contributes to several defined benefit and defined contribution superannuation plans. Defined contribution plan obligations are recognised as an expense in the income statement as incurred. the Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine the present value, and the fair value of any plan assets is deducted. All actuarial gains and losses that arise in calculating the Group’s obligation in respect of the plan are recognised directly in retained earnings. When the calculation results in plan assets exceeding liabilities for the Group, the recognised asset is limited to the present value of any future refunds from the plan or reductions in future contributions to the plan. Buildings timber licences and mineral reserves Plant and equipment 1–10% 0–5% 1–10% 0–5% 5–33.3% 5–33.3% Share-based payments: the Group provides benefits to senior executives in the form of share-based payment transactions, whereby senior executives render services in exchange for options and/or rights over shares. q. payables trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. Payables are stated at their amortised cost. r. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Subsequent to initial recognition, borrowings are stated at amortised cost, with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis. S. employee benefits wages and salaries: the provision for employee entitlement to wages and salaries represents the amount which the Group has a present obligation to pay resulting from employees’ services provided up to the balance date. annual leave, long service leave and retirement benefits: the provision for employee entitlements to long service leave and retirement benefits represents the present value of the estimated future cash outflows to be made by the employer resulting from employees’ services provided up to balance date. the cost of the share-based payments with employees is measured by reference to the fair value at the date at which they are granted. the fair value is measured at grant date and recognised as an expense over the expected vesting period with a corresponding increase in equity. the amount recognised is adjusted to reflect the actual number of options that vest, except for those that fail to vest due to market conditions not being achieved. the fair value at grant date is independently determined using a pricing model that takes into account the exercise price, the terms of the share-based payment, the vesting and market performance criteria, the impact of dilution, the non-tradeable nature of the payment, 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 share-based payment. For shares issued under the Employee Share Plan, the difference between the market value of shares and the discount price issued to employees is recognised as an employee benefits expense with a corresponding increase in equity. 72 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 1. Significant accounting policies (continued) t. provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is applied, increases in the balance of provisions attributable to the passage of time are recognised as an interest expense. restoration and environmental rehabilitation: Provision is made to recognise the fair value of the liability for restoration and environmental rehabilitation of areas from which natural resources are extracted. the associated asset retirement costs are capitalised as part of the carrying amount of the related long-lived asset and amortised over the life of the related asset. At the end of each year, the liability is increased to reflect the passage of time and adjusted to reflect changes in the estimated future cash flows underlying the initial fair value measurement. Provisions are also made for the expected cost of environmental rehabilitation of sites identified as being contaminated as a result of prior activities at the time when the exposure is identified and estimated clean up costs can be reliably assessed. onerous contracts: An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Present obligations arising under onerous contracts are recognised and measured as a provision. u. Derivative financial instruments the Group is exposed to changes in interest rates, foreign exchange rates and commodity prices from its activities. the Group uses the following derivative financial instruments to hedge these risks: interest rate swaps, forward rate agreements, interest rate options, forward foreign exchange contracts and futures commodity fixed price swap contracts. the Group does not enter into derivative financial instrument transactions for trading purposes. However, financial instruments entered into to hedge an underlying exposure which does not qualify for hedge accounting are accounted for as trading 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. 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 hedge), hedges of highly probable forecast transactions (cash flow hedge), and hedges of net investment in foreign operations. the Group documents at the inception of the 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 of cash flows or hedged items. 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. 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 equity in the hedging reserve. the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost and carrying amount of the asset or liability. 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. hedge of net investment in foreign operation: the portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised directly in equity. the ineffective portion is recognised immediately in the income statement. Derivatives that do not qualify for hedge accounting: Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that do not qualify for hedge accounting are recognised immediately in the income statement. v. Share capital Issued and paid up capital is recognised at the fair value of the consideration received by the company. transaction costs directly attributable to the issue of ordinary shares are recognised directly into equity as a reduction of the share proceeds received, net of any tax. w. earnings per Share Basic Earnings Per Share (“EPS”) is calculated by dividing the net profit attributable to members of the parent entity for the reporting period, by the weighted average number of ordinary shares of Boral Limited, adjusted for any bonus issue. Boral Limited Annual Report 2010 73 1. Significant accounting policies (continued) Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary shares and dilutive potential ordinary shares adjusted for any bonus issue. X. comparative figures Where necessary to facilitate comparison, comparative figures have been adjusted to conform with changes in presentation in the current financial year. y. rounding of amounts to the nearest $100,000 Boral Limited is an entity of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and, in accordance with the Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest one hundred thousand dollars, unless otherwise stated. 2. Segments the adoption of AASB 8 Operating Segments has resulted in a revision of the Group’s reportable segments. AASB 8 requires a “management approach” under which operating segments are presented on the same basis as that used for internal reporting, and is reviewed by the chief operating decision maker being the CEO. Previously segments were presented by business and geographical segments determined using a risk and rewards approach. Comparatives have been restated. the Group’s reportable segments are described below. the Building Products segment reflects the operations of the Clay and Concrete products, Plasterboard and timber divisions which satisfy the aggregation criteria as defined in the standard. the following summary describes the operations of the Group’s reportable segments: Boral Construction Materials – Quarries, concrete, asphalt, transport and quarry end use. Cement Division – Cement, Asian concrete, quarries and pipes. Boral Building Products – Australian plasterboard, bricks, timber products, roof tiles, masonry and Asian plasterboard. United States of America – Bricks, roof tiles, fly ash, concrete, quarries and masonry. Other – Concrete placing and windows. Discontinued Operations – Scaffolding and precast panels. Unallocated – Non-trading operations and unallocated corporate costs. the major end use markets for Boral’s products include residential and non-residential construction and the engineering and infrastructure markets. Inter-segment pricing is determined on an arm’s-length basis. Segment results, assets and liabilities includes items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 74 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 2. Segments (continued) reconciliations of reportable segment revenues and profits External revenue Less revenue from discontinued operations Revenue from continuing operations profit before tax Profit/(loss) before net financing costs and income tax expense from reportable segments Losses from discontinued operations Significant items applicable to discontinued operations Net financing costs Profit/(loss) before tax from continuing operations CONSOLIDAtED 2010 $ millions 2009 $ millions 4,599.3 4,875.1 (105.5) (147.4) 4,493.8 4,727.7 (33.1) 18.6 75.7 61.2 (97.0) (35.8) 206.4 4.9 17.2 228.5 (97.7) 130.8 Boral Construction Materials Cement Division Boral Building Products United States of America Other Discontinued Operations Dividend income Boral Construction Materials Cement Division Boral Building Products United States of America Other Discontinued Operations Dividend income Unallocated Significant items (refer note 4) tOtAL REVENUE INtERNAL REVENUE ExtERNAL REVENUE 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 2,266.2 2,411.8 706.3 701.0 1,212.6 1,144.6 363.7 293.8 108.0 – 545.2 260.0 151.9 16.2 147.7 194.1 7.0 – – 2.5 – 150.8 192.5 2,118.5 2,261.0 512.2 508.5 7.8 1,205.6 1,136.8 – – 4.5 – 363.7 293.8 105.5 – 545.2 260.0 147.4 16.2 4,950.6 5,230.7 351.3 355.6 4,599.3 4,875.1 OPERAtING PROFIt (ExCLUDING ASSOCIAtES) EQUIty ACCOUNtED RESULtS OF ASSOCIAtES PROFIt BEFORE NEt FINANCING COStS AND INCOME tAx ExPENSE 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 203.3 75.3 72.6 (85.6) 6.3 (18.6) – (21.7) 231.6 (243.2) (11.6) 231.2 92.2 28.9 (79.9) 1.6 (4.9) 16.2 (21.1) 264.2 (58.3) 205.9 (2.3) 12.6 28.1 (18.1) – – – – 20.3 (41.8) (21.5) 0.1 16.2 24.1 201.0 87.9 100.7 231.3 108.4 53.0 (28.9) (103.7) (108.8) – – – – 11.5 (11.0) 0.5 6.3 (18.6) – (21.7) 251.9 (285.0) (33.1) 1.6 (4.9) 16.2 (21.1) 275.7 (69.3) 206.4 Boral Limited Annual Report 2010 75 2. Segments (continued) Boral Construction Materials Cement Division Boral Building Products United States of America Other Discontinued Operations Unallocated Cash and cash equivalents tax assets Boral Construction Materials Cement Division Boral Building Products United States of America Other Discontinued Operations Unallocated Interest bearing loans and borrowings tax liabilities SEGMENt ASSEtS (ExCLUDING INVEStMENtS IN ASSOCIAtES) EQUIty ACCOUNtED INVEStMENtS IN ASSOCIAtES tOtAL ASSEtS 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 1,634.0 1,728.4 832.2 873.2 1,297.8 1,343.9 775.1 90.8 59.5 25.6 886.4 81.5 146.1 32.3 1.4 18.8 232.3 41.6 – – – 1.1 12.6 219.6 65.6 – – – 1,635.4 1,729.5 851.0 885.8 1,530.1 1,563.5 816.7 90.8 59.5 25.6 952.0 81.5 146.1 32.3 4,715.0 5,091.8 294.1 298.9 5,009.1 5,390.7 157.0 43.3 100.5 – – – – – 157.0 43.3 – 100.5 4,915.3 5,192.3 294.1 298.9 5,209.4 5,491.2 LIABILItIES ACQUISItION OF SEGMENt ASSEtS DEPRECIAtION AND AMORtISAtION 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 2010 $ millions 2009 $ millions 358.1 126.3 216.4 134.2 58.1 9.9 122.9 1,025.9 1,339.6 217.8 342.9 93.0 195.6 139.6 30.8 18.7 103.8 924.4 1,614.1 199.1 80.9 25.6 59.1 9.4 2.5 2.3 0.1 95.3 36.4 60.8 26.3 5.1 7.3 0.3 95.5 52.7 57.4 36.8 3.6 5.8 0.8 99.3 48.2 56.8 48.3 3.1 6.8 0.8 179.9 231.5 252.6 263.3 – – – – – – – – 2,583.3 2,737.6 179.9 231.5 252.6 263.3 geographical information For the year ended 30 June 2010, the Group’s trading revenue from external customers in Australia amounted to $4,007.6 million (2009: $4,094.3 million), with $228.0 million (2009: $219.4 million) from the Asian operations and $363.7 million (2009: $545.2 million) relating to the operations in the USA. the Group’s non-current assets (excluding deferred tax assets and other financial assets) in Australia amounted to $2,584.3 million (2009: $2,833.1 million), with $310.3 million (2009: $295.1 million) in Asia and $632.7 million (2009: $756.0 million) in the USA. 76 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities For the year ended 30 June 3. profit for the period revenue from contInuIng operatIonS Sale of goods Rendering of services other revenue Dividends from other parties Revenue from continuing operations other Income Significant item Net profit on sale of assets Other income Other income from continuing operations other eXpenSeS Significant item Net foreign exchange loss Other expenses from continuing operations Share of net profIt of aSSocIateS Share of associates’ underlying net profit Significant item DeprecIatIon anD amortISatIon eXpenSeS Land and buildings Plant and equipment timber licences and mineral reserves Leased assets capitalised Other intangibles CONSOLIDAtED Note 2010 $ millions 2009 $ millions 4 4 4 4,448.2 4,666.5 45.6 45.0 4,493.8 4,711.5 – 16.2 4,493.8 4,727.7 – 18.5 7.3 25.8 167.5 2.1 169.6 20.3 (41.8) (21.5) 12.8 230.8 4.2 – 4.8 38.3 14.6 8.5 61.4 79.4 2.5 81.9 11.5 (11.0) 0.5 13.2 241.7 1.4 0.2 6.8 252.6 263.3 Boral Limited Annual Report 2010 77 CONSOLIDAtED Note 2010 $ millions 2009 $ millions 4 4 2.0 3.3 – – 5.3 99.4 – 2.9 102.3 (97.0) 2.6 3.2 2.2 29.5 37.5 133.9 0.1 1.2 135.2 (97.7) (97.0) (127.2) – (97.0) 29.5 (97.7) 1,020.2 1,076.8 104.3 8.2 109.1 18.2 For the year ended 30 June 3. profit for the period (continued) net fInancIng coStS Interest income received or receivable from: Associated entities Other parties (cash at bank and bank short-term deposits) Unwinding of discount Significant item – interest recoveries Interest expense paid or payable to: Other parties (bank overdrafts, bank loans and other loans) Finance charges on capitalised leases Unwinding of discount Net financing costs Net financing costs (excluding significant item) Significant item – interest recoveries Net financing costs other chargeS Employee benefits expense* Operating lease rental charges Bad and doubtful debts expense * Employee benefits expense includes salaries and wages, defined benefit and defined contribution expenses together with share-based payments and other entitlements. 78 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities For the year ended 30 June 4. Significant Items Net profit/(loss) includes the following items whose disclosure is relevant in explaining the financial performance of the Group: continuing operations Disposal of investment Profit on sale of shares in Adelaide Brighton Limited Impairment of assets, businesses and demolition costs Goodwill Property, plant and equipment Other intangible assets Investments accounted for using the equity method Inventory Demolition costs Other organisational restructure Corporate and divisional restructure and simplification onerous contract US contractual obligations total significant items before interest and tax, from continuing operations tax related matters Interest recoveries Summary of significant items from continuing operations Profit/(loss) before interest and tax Interest recoveries Income tax (expense)/benefit Income tax benefit – resolution of tax matters net significant items from continuing operations Discontinued operations Impairment of businesses Goodwill Property, plant and equipment Other Summary of significant items from discontinued operations Profit/(loss) before interest and tax Income tax (expense)/benefit net significant items from discontinued operations Summary of significant items Profit/(loss) before interest and tax Interest recoveries Income tax (expense)/benefit Income tax benefit – resolution of tax matters net significant items CONSOLIDAtED 2010 $ millions 2009 $ millions – – (4.3) (92.3) (3.3) – (41.8) (30.6) – (22.8) – (0.5) – (195.6) (13.7) – (13.7) – – – (209.3) – – (209.3) – 46.1 – (163.2) – (70.4) – (5.3) – (75.7) (75.7) 16.8 – (58.9) (285.0) – 62.9 – (222.1) 38.3 38.3 (30.8) (21.4) (11.0) (63.2) (27.2) (27.2) (52.1) 29.5 29.5 (52.1) 29.5 7.2 43.4 28.0 (17.2) (17.2) (17.2) (17.2) (69.3) 29.5 7.2 43.4 10.8 Boral Limited Annual Report 2010 79 4. Significant Items (continued) 2010 Significant Items Impairment of assets, businesses and demolition costs During the year the Group completed a comprehensive strategic review of Boral’s portfolio of businesses, operations and structures. the strategic review identified a number of poorer performing assets and assets which could derive greater value from alternative ownership. As a result the Group has reviewed the carrying value of its underperforming businesses, reviewed slow moving inventories and under-utilised and redundant plant. this resulted in a write-down of $16.9 million in respect of the thailand Construction Materials business, $43.1 million in respect of US mothballed brick and tile plants, closure costs and associated obsolete and slow moving inventory, $41.8 million in respect of the write-down of the Group’s share of urban land development costs of an associate, Penrith Lakes Development Corporation Limited, and $93.8 million in respect of Australian mothballed and obsolete assets, closure costs and write off of slow moving inventories. Organisational restructure As part of the strategic review the Group announced a number of initiatives to simplify the business and improve the operational effectiveness of the Group. As part of this review a new structure comprising of five divisions report to the Chief Executive Officer. 2009 Significant Items Disposal of investment the Group recognised a profit of $38.3 million from the sale of 107.8 million shares in Adelaide Brighton Limited for net consideration of $205.5 million. Impairment of assets the Group reviewed the carrying value of its assets including goodwill having regard to the current and anticipated future market conditions which resulted in a write-down of the value of the goodwill and assets by $80.4 million. In the USA, goodwill arising on the acquisition of construction materials businesses in Colorado and Oklahoma was written down by $30.8 million due to weak market volumes. the Group had also written down the value of goodwill by $17.2 million relating to the precast panels business in the Construction Related Businesses. Penrith Lakes Development Corporation Limited, an associate, assessed the carrying value of freehold land acquired for quarrying and urban development and capitalised acquisition and development costs and recorded an impairment charge in its accounts. the net impact of this impairment charge included in equity income of the Group is $11.0 million. At 30 June 2009, the Group wrote down the value of assets other than goodwill by $21.4 million. this related to idle brick plants in the USA ($13.1 million) and in Boral Building Products – Australia ($4.0 million) as well as previously capitalised project costs in Asia ($4.3 million). Onerous contract the Group recognised an amount of $27.2 million, reflecting expected future losses on contractual obligations in the fly ash operations in the USA. Tax related matters Ongoing enquiries were made by the Australian taxation Office (AtO) relating to a transaction occurring at the time of the demerger. the AtO advised the Group that it no longer intended to pursue this matter. In the USA, the Internal Revenue Service (IRS) was reviewing two transactions which occurred prior to the demerger which it believed may have resulted in additional assessable income to the Group. Agreement was reached with the IRS in relation to both of these matters. Summary of significant items For the year ended 30 June Boral Construction Materials Cement Division Boral Building Products United States of America Discontinued Operations Unallocated CONSOLIDAtED 2010 $ millions 2009 $ millions (59.5) (38.7) (67.0) (43.1) (75.7) (1.0) (285.0) (11.0) (4.3) (4.0) (71.1) (17.2) 38.3 (69.3) 80 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 5. Discontinued operations and assets held for sale During the year the Group completed a review of underperforming businesses as part of its Strategic Review Process. As a result the Group commenced an active program to divest both its Precast Panels and Scaffolding businesses. the comparative income statement has been re-presented to show the discontinued operations separately from continuing operations. For the year ended 30 June results of discontinued operations Revenue Expenses profit/(loss) before income tax expense (excluding significant items) Income tax benefit (excluding significant items) profit/(loss) before significant items Impairment of assets Income tax benefit, significant items Net significant items net profit/(loss) Basic earnings/(loss) per share Diluted earnings/(loss) per share the profit/(loss) from discontinued operations is attributable entirely to the Group. cash flows from/(used in) discontinued operations Net cash from/(used in) operating activities Net cash from/(used in) investing activities Net cash from/(used in) financing activities net cash from/(used in) discontinued operations assets classified as held for sale Property, plant and equipment Intangible assets Inventories trade and other receivables Other assets Liabilities classified as held for sale Payables Interest bearing loans and borrowings Provisions net assets CONSOLIDAtED 2010 $ millions 2009 $ millions 147.4 (152.3) (4.9) 1.0 (3.9) (17.2) (17.2) (21.1) (3.6c) (3.6c) 18.2 (5.6) 12.6 105.5 (124.1) (18.6) 5.7 (12.9) (75.7) 16.8 – (58.9) (71.8) (12.1c) (12.1c) 0.8 (2.2) – – (1.4) 33.1 – 8.3 – 6.8 – 11.0 – 0.3 – 59.5 – 4.6 – 0.1 – 5.2 – 9.9 – 49.6 – the Construction Related Businesses of Precast Panels and Scaffolding have been presented as discontinued operations held for sale following the Group’s commencement of an active sale process. Subsequent to year end, sale and purchase agreements have been signed. An impairment loss of $58.9 million after tax on the remeasurement of the Discontinued Businesses to the lower of their carrying values and their fair values less costs to sell has been recognised in the results of the discontinued operations for the year ended 30 June 2010. Boral Limited Annual Report 2010 81 For the year ended 30 June 6. Income tax expense (i) Income tax expense Current income tax expense/(benefit) Deferred income tax expense/(benefit) Over provision for tax in previous years Income tax expense/(benefit) attributable to profit (ii) reconciliation of income tax expense to prima facie tax Income tax expense on profit: – at Australian tax rate 30% (2009: 30%) – adjustment for difference between Australian and overseas tax rates Income tax expense/(benefit) on pre-tax profit at standard rates tax effect of amounts which are not deductible/(taxable) in calculating taxable income: tax losses not recognised Non-deductible depreciation and amortisation Capital gains/(losses) brought to account Share of associates’ net profit and franked dividends (excluding significant items) Share of associates’ net profit – significant item Franked dividends from other entities Non-deductible impairment of assets Other items Income tax expense/(benefit) on resolution of matters with Australian and US taxation authorities 4 Income tax expense/(benefit) on profit Over provision for tax in previous years Income tax expense/(benefit) attributable to profit Income tax expense/(benefit) from continuing operations Income tax expense/(benefit) excluding significant items Income tax expense/(benefit) significant items Income tax expense/(benefit) from discontinued operations Income tax expense/(benefit) excluding significant items Income tax expense/(benefit) significant items (iii) tax amounts recognised directly in other comprehensive income the following deferred tax amounts were charged/(credited) directly to equity during the year in respect of: Actuarial adjustment on defined benefit plans Net exchange differences taken to equity Fair value adjustment on cash flow hedges Fair value adjustment on available for sale financial assets CONSOLIDAtED 2010 $ millions 2009 $ millions 81.3 (117.7) (4.4) (40.8) (39.0) (16.7) (55.7) 2.9 2.7 0.1 (11.3) 12.5 – 13.8 (1.4) – (36.4) (4.4) (40.8) 27.8 (46.1) (18.3) (5.7) (16.8) – (22.5) (40.8) (0.6) 23.2 3.2 – 25.8 (17.8) (12.1) (3.6) (33.5) 32.6 (15.1) 17.5 1.1 2.3 1.0 (12.4) 3.3 (4.8) 6.4 (0.9) (43.4) (29.9) (3.6) (33.5) 18.1 (50.6) (32.5) (1.0) (1.0) (33.5) (6.9) (60.6) (6.2) (71.2) (144.9) 82 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 7. Dividends Dividends recognised by the Group are: 2010 2009 final – ordinary 2010 interim – ordinary total 2009 2008 final – ordinary 2009 interim – ordinary total Amount per share total amount $ millions Franked amount per share Date of payment 5.5 cents 7.0 cents 17.0 cents 7.5 cents 32.6 41.7 74.3 99.6 44.0 143.6 5.5 cents 28 September 2009 7.0 cents 23 march 2010 17.0 cents 18 September 2008 7.5 cents 3 April 2009 Subsequent event Since the end of the financial year, the Directors declared the following dividend: 2010 final – ordinary 6.5 cents 46.7 6.5 cents 28 September 2010 the final dividend is based on shares on issue as at 11 August 2010, which includes shares issued under the recent capital raising. the financial effect of the final dividend for the year ended 30 June 2010 has not been brought to account in the financial statements for the year but will be recognised in subsequent financial reports. Dividend franking account the balance of the franking account of Boral Limited as at 30 June 2010 is $151.1 million (2009: $104.6 million) after adjusting for franking credits/(debits) that will arise from: – the payment/refund of the amount of the current tax liability; – the receipt of dividends recognised as receivables at year end; and – before taking into account the franking credits associated with payment of the final dividend declared subsequent to year end. the impact on the franking account of the dividend recommended by the Directors since year end, but not recognised as a liability at year end, will be a reduction in the franking account of $20.0 million (2009: $14.0 million). Dividend reinvestment plan the Company’s Dividend Reinvestment Plan will operate in respect of the payment of the final dividend and the last date for the receipt of an election notice for participation in the plan is 30 August 2010. Boral Limited Annual Report 2010 83 8. earnings per Share classification of securities as ordinary shares Only ordinary shares have been included in basic earnings per share. classification of securities as potential ordinary shares Options outstanding under the Executive Share Option Plan and Share Performance Rights have been classified as potential ordinary shares and are included in diluted earnings per share only. earnings reconciliation Net profit before significant items and non-controlling interests Attributable to non-controlling interests net profit before significant items Net significant items net profit/(loss) attributable to members of the parent entity weighted average number of ordinary shares used as the denominator Number for basic earnings per share Effect of potential ordinary shares Number for diluted earnings per share Basic earnings per share Diluted earnings per share Basic earnings per share (excluding significant items) Diluted earnings per share (excluding significant items) Basic earnings per share (continuing operations) Diluted earnings per share (continuing operations) CONSOLIDAtED 2010 $ millions 2009 $ millions 132.8 (1.2) 131.6 (222.1) (90.5) 131.4 (0.2) 131.2 10.8 142.0 CONSOLIDAtED 2010 2009 595,848,789 589,679,255 3,660,323 2,466,892 599,509,112 592,146,147 (15.2c) (15.2c) 22.1c 22.0c (3.1c) (3.1c) 24.1c 24.0c 22.2c 22.2c 27.7c 27.6c the average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the period that the options were outstanding. 84 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 9. cash and cash equivalents Cash at bank and on hand Bank short-term deposits the bank short-term deposits mature within 30 days and pay interest at a weighted average interest rate of 3.1% (2009: 1.71%). 10. receivables current trade receivables Associated entities Less: Allowance for impairment Other receivables Less: Allowance for impairment the Group requires all customers to pay in accordance with agreed payment terms. Included in the Group’s trade receivables are debtors with a carrying value of $119.5 million (2009: $99.8 million) which are past due but not impaired. these relate to a number of debtors with no significant change in credit quality or history of default. the ageing analysis is as follows: trade receivables – past due 0–60 days trade receivables – past due > 60 days allowance for impairment An allowance for impairment of trade receivables is raised when there is objective evidence that an individual receivable is impaired. Indicators of impairment would include significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments. the movement in the allowance for impairment in respect to trade receivables during the year was as follows: Balance at the beginning of the year Amounts written off during the year Increase recognised in income statement Net foreign currency exchange differences Balance at the end of the year non-current Loans to associated entities Other receivables No amounts owing by associates or included in other receivables were past due as at 30 June 2010. CONSOLIDAtED 2010 $ millions 2009 $ millions 74.1 82.9 157.0 73.0 27.5 100.5 676.7 77.8 754.5 (23.5) 731.0 57.0 (4.3) 52.7 652.1 83.3 735.4 (24.6) 710.8 70.4 (4.3) 66.1 783.7 776.9 104.2 15.3 85.1 14.7 (24.6) 9.4 (8.2) (0.1) (23.5) 9.0 10.2 19.2 (16.6) 13.0 (19.9) (1.1) (24.6) 24.4 8.8 33.2 Boral Limited Annual Report 2010 85 CONSOLIDAtED 2010 $ millions 2009 $ millions 169.3 64.4 298.5 16.3 548.5 187.3 81.5 344.3 19.5 632.6 85.3 61.7 19.5 82.1 101.6 20.4 60.8 81.2 11. Inventories current Raw materials and consumable stores Work in progress Finished goods Land development projects non-current Land development projects Land development projects comprises: Cost of acquisition Development costs capitalised 86 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 12. Investments accounted for using the equity method Name Principal activity Country of incorporation Balance date 2010 % 2009 % 2010 $ millions 2009 $ millions OWNERSHIP INtERESt INVEStMENt CARRyING AMOUNt CONSOLIDAtED CONSOLIDAtED Details of investments in associates are as follows: Bitumen Importers Australia Pty Ltd Caribbean Roof tile Company Limited Non trading Roof tiles Australia 30-Jun trinidad 31-Dec Flyash Australia Pty Ltd Fly ash collection Australia 31-Dec Gypsum Resources Australia Pty Ltd Gypsum mining Australia 30-Jun Highland Pine Products Pty Ltd timber Australia 30-Jun Lafarge Boral Gypsum in Asia Ltd Plasterboard Malaysia 31-Dec MonierLifetile LLC MonierLifetile S.R.L. de C.V. Roof tiles Roof tiles Penrith Lakes Development Corporation Ltd Quarrying USA 31-Dec Mexico 31-Dec Australia 30-Jun Rondo Building Services Pty Ltd Rollform systems Australia 30-Jun South East Asphalt Pty Ltd Sunstate Cement Ltd tile Service Company LLC US tile LLC total Asphalt Australia 30-Jun Cement manufacturer Australia 30-Jun Roof tiles Roof tiles USA USA 31-Dec 31-Dec 50 50 50 50 50 50 50 50 40 50 50 50 50 50 – 50 50 50 50 50 50 50 40 50 50 50 50 50 – 6.0 2.6 – – – 7.1 2.4 – – 226.8 212.0 33.8 1.8 – 5.5 1.4 55.8 2.7 – 7.6 1.1 16.2 10.2 – – – – 294.1 298.9 CONSOLIDAtED 2010 $ millions 2009 $ millions movements in carrying amount of investments in associates: Carrying amount of investments in associates at the beginning of the year 298.9 298.2 Investments in associates during the year Share of associates’ net profit Share of associates’ impairment of assets Dividends from associates Losses from associates recognised against non-current receivables/provisions Share of associates’ movement in currency reserve Effect of exchange rate and other changes Balance of investments in associates at the end of the year 0.1 20.3 (41.8) (26.6) 45.1 15.1 (17.0) 294.1 0.9 11.5 (11.0) (33.3) 12.3 (33.7) 54.0 298.9 When the Group’s share of losses from an associate exceed the Group’s investment in the relevant associate the losses are taken against any long-term receivables relating to the associate and to the extent that the Group’s obligation for losses exceeds this amount they are recorded as a provision in the Group financial statements to the extent that the Group has an obligation to fund the liability. Boral Limited Annual Report 2010 87 CONSOLIDAtED 2010 $ millions 2009 $ millions 95.5 (5.4) (21.5) (26.6) 42.0 (6.4) 15.1 8.7 107.0 21.3 0.5 (33.3) 95.5 27.3 (33.7) (6.4) 12. Investments accounted for using the equity method (continued) Share of post-acquisition retained earnings attributable to associates: Share of associates’ retained earnings at the beginning of the year Net foreign currency exchange differences Share of associates’ net profit/(loss) Dividends from associates Balance at the end of the year Share of post-acquisition reserves attributable to associates: Share of associates’ reserves at the beginning of the year Share of associates’ movement in reserves Balance at the end of the year Summary of performance and financial position of associates: the Group’s share of aggregate revenue, profits, assets and liabilities of associates are as follows: Share of associates’ revenue 467.7 540.8 Share of associates’ underlying profit before income tax expense Share of associates’ underlying income tax expense Share of associates’ non-controlling interest Significant item Share of associates’ net profit/(loss) – equity accounted Share of associates’ net assets Current assets Non-current assets total assets Current liabilities Non-current liabilities total liabilities Net assets 42.2 (19.7) (2.2) 20.3 (41.8) (21.5) 184.4 491.9 676.3 188.6 193.6 382.2 294.1 31.0 (17.6) (1.9) 11.5 (11.0) 0.5 218.2 504.1 722.3 241.6 181.8 423.4 298.9 88 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 12. Investments accounted for using the equity method (continued) Share of associates’ commitments: Share of associates’ capital expenditure commitments contracted but not provided for: Not later than one year Share of associates’ operating lease commitments payable: Not later than one year Later than one year but not later than five years Later than five years 13. other financial assets non-current Derivative financial assets 14. property, plant and equipment Land and buildings At cost At recoverable amount Less: Accumulated depreciation, amortisation and impairment timber licences and mineral reserves At cost Less: Accumulated amortisation and impairment plant and equipment At cost Less: Accumulated depreciation and impairment Leased plant and equipment capitalised Less: Accumulated amortisation total CONSOLIDAtED 2010 $ millions 2009 $ millions 1.1 15.5 4.8 12.9 8.2 25.9 4.9 9.2 3.7 17.8 26.8 26.8 30.0 30.0 1,104.8 1,139.0 10.1 (105.0) 10.1 (83.7) 1,009.9 1,065.4 96.4 (15.4) 81.0 97.8 (6.4) 91.4 4,040.7 4,252.0 (2,346.6) (2,305.3) 1,694.1 1,946.7 0.3 (0.2) 0.1 1.4 (0.9) 0.5 1,694.2 2,785.1 1,947.2 3,104.0 the carrying value of the thailand Construction Materials business was reviewed as part of the Group’s annual impairment testing taking into account the current performance of the business and the challenging market conditions experienced in the thailand construction materials market. this resulted in a write down of assets of $16.9 million based on a value in use calculation using a discount rate of 15% (2009: 14%). Boral Limited Annual Report 2010 89 CONSOLIDAtED 2010 $ millions 2009 $ millions 1,065.4 1,018.8 1.3 (10.7) 6.4 – (23.2) – (6.1) – (12.8) (10.4) 36.5 (12.6) (13.2) 35.9 1,009.9 1,065.4 91.4 – (4.8) – (4.2) (1.4) 81.0 77.3 14.5 (1.4) 1.0 91.4 1,947.2 1,992.8 178.6 (17.2) – (6.4) – 179.8 (23.1) 1.4 (134.7) (21.4) (27.0) – (2.9) (230.8) (12.6) – (241.9) 59.6 1,694.2 1,947.2 14. property, plant and equipment (continued) reconcILIatIonS Land and buildings Balance at the beginning of the year Additions Disposals transferred from plant and equipment Impairment disclosed as significant items transferred to assets held for sale Depreciation expense Net foreign currency exchange differences Balance at the end of the year timber licences and mineral reserves Balance at the beginning of the year Additions Impairment disclosed as significant items Amortisation expense Net foreign currency exchange differences Balance at the end of the year plant and equipment Balance at the beginning of the year Additions Disposals Acquisitions of entities or operations transferred to land and buildings Impairment disclosed as significant items transferred to assets held for sale Write-down of plant and equipment Depreciation expense Net foreign currency exchange differences Balance at the end of the year 90 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 15. Intangible assets Goodwill Other intangible assets Less: Accumulated amortisation reconciliation of movements in goodwill Balance at the beginning of the year Acquisitions of entities or operations Impairment disclosed as significant items transferred to assets held for sale Other write-downs Net foreign currency exchange differences Balance at the end of the year CONSOLIDAtED 2010 $ millions 2009 $ millions 275.0 30.0 (27.4) 277.6 292.0 – (4.3) (3.0) – (1.6) – (8.1) 275.0 292.0 40.9 (25.1) 307.8 304.5 3.8 (48.0) 31.7 292.0 Impairment tests for goodwill Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation but are tested annually for impairment. Goodwill is allocated to the Group’s Cash Generating Units (CGUs) identified according to business type and Country of operation. Key assumptions the recoverable amount of CGUs is the higher of the asset’s fair value less costs to sell and its value in use. Value in use calculations use pre-tax cash flow projections based on financial budgets and plans approved by management covering a five year period. Recognising that the Group operates in cyclical markets, cash flow projections covering periods of up to 10 years are used where this period more appropriately reflects a full business cycle. Cash flows beyond the projection period are extrapolated using growth rates of between 0.8% and 2.5% which do not exceed the long-term average growth rate for the industry in which the CGU operates. the Group’s weighted cost of capital is used as a starting point for determining the discount rate with appropriate adjustments for the risk profile relating to the relevant segments and the countries in which they operate. the discount rates applied to pre-tax cash flows range from 12% to 14%. the key assumptions relate to housing starts and market share, with the most sensitive assumption arising from forecast housing starts. these assumptions have been determined with reference to current performance and taking into account external forecasts. Housing starts forecasts utilised in the cash flow projections do not exceed historical experiences in the relevant geographies. Certain US businesses recoverable amounts have been determined based on fair value less costs to sell based on external information. the recoverable amount of CGUs exceeds their carrying values as at 30 June 2010. Management believes that any reasonable change in the key assumptions on which the estimates are based would not cause the aggregate carrying amount to exceed the recoverable amount of these CGUs. write-Down of goodwill At 30 June 2009, the Group wrote down the value of goodwill by $48.0 million. In the United States of America, goodwill arising on the acquisition of construction materials businesses in Colorado and Oklahoma was written down by $30.8 million due to weak market volumes. the write-down was calculated on a value in use basis utilising a pre-tax discount rate of 13.9%. the Group also wrote down the value of goodwill by $17.2 million relating to the precast panels business. the write-down was calculated on a value in use basis utilising a pre-tax discount rate of 12.0%. Boral Limited Annual Report 2010 91 CONSOLIDAtED 2010 $ millions 2009 $ millions 67.9 2.3 43.4 161.4 275.0 76.8 2.3 43.4 169.5 292.0 CONSOLIDAtED 2010 $ millions 2009 $ millions 15.8 – (3.3) – (4.8) (5.3) – 0.2 2.6 129.7 (91.0) 38.7 24.6 63.3 66.0 66.0 21.6 0.7 (6.8) 0.3 15.8 110.9 (71.2) 39.7 27.3 67.0 78.6 78.6 15. Intangible assets (continued) Segment summary of goodwill Boral Construction Materials Cement Division Boral Building Products United States of America reconciliation of movements in other Intangible assets Balance at the beginning of the year Additions Impairment disclosed as significant item Amortisation expense transferred to assets held for sale Net foreign currency exchange differences Balance at the end of the year other Intangible assets Other intangible assets relate predominantly to software development and are amortised at rates around 20%. Amortisation expense is included in “depreciation and amortisation” as disclosed in note 3. 16. other assets current Deferred expenses Less: Accumulated amortisation Prepayments non-current Deferred expenses amortisation rates Deferred expenses are generally amortised at rates between 20% and 60%, although some minor amounts of deferred expenses, including development of quarry infrastructure, are amortised at rates between 5% and 10%. 92 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 17. payables current trade creditors Due to associated entities non-current Deferred income Derivative financial liabilities 18. Interest bearing loans and borrowings current Bank loans – unsecured Other loans – unsecured Finance lease liabilities non-current Bank loans – unsecured Other loans – unsecured For more information about the Group’s financing arrangements, refer note 27. 19. current tax liabilities current Current tax liability CONSOLIDAtED 2010 $ millions 2009 $ millions 634.1 6.8 640.9 14.1 8.0 22.1 8.4 0.4 0.1 8.9 603.2 5.7 608.9 15.6 17.7 33.3 5.8 0.6 0.3 6.7 58.5 1,272.2 1,330.7 223.0 1,384.4 1,607.4 98.9 28.5 Boral Limited Annual Report 2010 93 CONSOLIDAtED 2010 $ millions 2009 $ millions 43.3 – (118.9) (75.6) 7.1 (32.3) (162.3) (21.4) 8.0 1.0 117.3 (17.2) (74.8) 99.0 (75.6) (170.6) (170.6) 5.7 (35.4) (193.3) (17.5) 6.3 3.8 100.4 (27.9) (56.5) 43.8 (170.6) 34.2 42.4 20. Deferred tax assets and liabilities recognISeD DeferreD taX BaLanceS Deferred tax asset Deferred tax liability Receivables Inventories Property, plant and equipment Intangible assets Payables Interest bearing loans and borrowings Provisions Other Unrealised foreign exchange tax losses carried forward unrecognISeD DeferreD taX aSSetS Deferred tax assets not recognised: the potential deferred tax asset has not been taken into account in respect of tax losses where recovery is not probable* * the potential benefit of the deferred tax asset will only be obtained if: (i) the relevant entities derive future assessable income of a nature and an amount sufficient to enable the benefit to be realised, or the benefit can be utilised by another company in the Group in accordance with tax law in the jurisdiction in which the company operates; (ii) the relevant Group entities continue to comply with the conditions for deductibility imposed by the law; (iii) no changes in tax legislation adversely affect the relevant entities in realising the asset. the gross amount of capital and revenue tax losses carried forward that have not been recognised and the range of expiry dates for recovery by tax jurisdiction are as follows: tax jurisdiction Germany Singapore thailand United Kingdom* * Unbooked capital losses. CONSOLIDAtED Expiry date 2010 $ millions 2009 $ millions No restriction No restriction 31 Dec 2010 – 30 Jun 2014 No restriction 53.4 2.0 21.4 41.0 66.8 2.1 18.5 47.8 94 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 20. Deferred tax assets and liabilities (continued) movement in temporary differences during the year as at 30 June 2010 Receivables Inventories Property, plant and equipment Intangible assets Payables Interest bearing loans and borrowings Provisions Other Unrealised foreign exchange tax losses carried forward As at 30 June 2009 Receivables Inventories Other financial assets Property, plant and equipment Intangible assets Payables Interest bearing loans and borrowings Provisions Other Unrealised foreign exchange tax losses carried forward CONSOLIDAtED Balance 1 July 2009 $ millions recognised in income $ millions recognised in equity $ millions other movements $ millions Balance 30 June 2010 $ millions 5.7 (35.4) (193.3) (17.5) 6.3 3.8 100.4 (27.9) (56.5) 43.8 1.5 3.1 26.4 (5.5) 1.8 0.4 18.7 10.7 5.2 55.4 (170.6) 117.7 – – – – – (3.2) – 0.6 (23.2) – (25.8) (0.1) – 4.6 1.6 (0.1) – (1.8) (0.6) (0.3) (0.2) 3.1 7.1 (32.3) (162.3) (21.4) 8.0 1.0 117.3 (17.2) (74.8) 99.0 (75.6) CONSOLIDAtED Balance 1 July 2008 $ millions Recognised in income $ millions Recognised in equity $ millions Other movements $ millions Balance 30 June 2009 $ millions 4.4 (38.5) (71.2) (169.2) (15.4) 6.3 (3.1) 96.8 (32.6) (105.5) 11.1 (316.9) 1.3 3.1 – (11.3) (0.1) (0.2) 0.7 (1.2) (2.0) (11.6) 33.4 12.1 – – 71.2 – – – 6.2 – 6.9 60.6 – 144.9 – – – (12.8) (2.0) 0.2 – 4.8 (0.2) – (0.7) (10.7) 5.7 (35.4) – (193.3) (17.5) 6.3 3.8 100.4 (27.9) (56.5) 43.8 (170.6) Boral Limited Annual Report 2010 95 CONSOLIDAtED 2010 $ millions 2009 $ millions 176.1 163.8 14.1 5.0 34.9 15.9 0.5 6.1 13.1 16.7 246.0 200.2 26.3 5.1 30.9 44.7 107.0 29.4 4.3 27.6 20.7 82.0 0.5 13.8 (0.2) – 14.1 0.4 0.1 0.5 21. provisions current Employee benefits Rationalisation and restructuring Claims Restoration and environmental rehabilitation Other non-current Employee benefits Claims Restoration and environmental rehabilitation Other rationalisation and restructuring Provisions for rationalisation and restructuring are recognised when a detailed plan has been approved and the restructuring has either commenced or been publicly announced, or firm contracts related to the restructuring have been entered into. Costs related to ongoing activities are not provided for. claims Provisions are raised for liabilities arising from the ordinary course of business, in relation to claims against the entity, including insurance, legal and other claims. Where recoveries are expected in respect of such claims these are included in other receivables. restoration and environmental rehabilitation Provisions are made for the fair value of the liability for restoration and rehabilitation of areas from which natural resources are extracted. the basis for accounting is set out in note 1. Provisions are also made for the expected cost of environmental rehabilitation of sites identified as being contaminated as a result of prior activities. the liability is recognised when the environmental exposure is identified and the estimated clean-up costs can be reliably assessed. other Other provisions includes provision for onerous contracts and the Group’s share of an associate’s equity accounted losses. the provision relating to onerous contracts reflects the expected future losses on contractual obligations in the fly ash operations in the USA. reconcILIatIonS rationalisation and restructuring – current Balance at the beginning of the year Provisions made during the year Payments made during the year Balance at the end of the year 96 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 21. provisions (continued) reconcILIatIonS (continued) claims – current Balance at the beginning of the year Provisions made during the year transfer to liabilities held for sale Payments made during the year transfer from non-current provisions Net foreign currency exchange differences Balance at the end of the year claims – non-current Balance at the beginning of the year Provisions made during the year transfer to current provisions Balance at the end of the year restoration and environmental rehabilitation – current Balance at the beginning of the year Provisions made during the year Payments made during the year Net foreign currency exchange differences Balance at the end of the year restoration and environmental rehabilitation – non-current Balance at the beginning of the year Provisions made during the year Unwind of discount Balance at the end of the year other – current Balance at the beginning of the year Provisions made during the year transfer to liabilities held for sale Payments made during the year transfer from non-current provisions Net foreign currency exchange differences Balance at the end of the year other – non-current Balance at the beginning of the year Provisions made during the year Payments made during the year transfer to current provisions transferred from investments accounted for using the equity method Net foreign currency exchange differences Balance at the end of the year CONSOLIDAtED 2010 $ millions 2009 $ millions 6.1 1.1 (0.2) – (1.9) – (0.1) 5.0 4.3 0.8 – 5.1 13.1 22.9 (0.9) (0.2) 34.9 27.6 0.4 2.9 30.9 16.7 – (0.5) – (7.5) 7.6 (0.4) 15.9 20.7 9.2 (0.5) (7.6) 23.6 – (0.7) 44.7 8.8 1.3 (4.6) 0.2 0.4 6.1 3.8 0.7 (0.2) 4.3 14.7 1.7 (4.5) 1.2 13.1 26.1 0.3 1.2 27.6 5.8 11.8 (0.2) 0.2 (0.9) 16.7 2.5 21.5 (1.5) (0.2) (1.6) 20.7 Boral Limited Annual Report 2010 97 CONSOLIDAtED 2010 $ millions 2009 $ millions 22. Issued capital Issued and paid-up capital 598,952,998 (2009: 592,890,530) ordinary shares, fully paid 1,724.0 1,691.4 movements in ordinary issued capital Balance at the beginning of the year 5,895,282 (2009: 12,083,777) shares issued under the Dividend Reinvestment Plan 167,186 (2009: 21,692) shares issued upon the exercise of executive options Nil (2009: 4,950,202) on-market share buy-back Balance at the end of the year Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of a winding up of Boral Limited, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation. 23. reserves Foreign currency translation reserve Hedging reserve – cash flow hedges Fair value reserve Share-based payments reserve 1,691.4 1,673.1 31.9 0.7 – 49.7 0.1 (31.5) 1,724.0 1,691.4 (75.0) (1.1) – – 37.2 (38.9) (62.9) (8.6) 28.3 (43.2) 98 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 23. reserves (continued) reconcILIatIonS foreign currency translation reserve Balance at the beginning of the year Net gain/(loss) on translation of assets and liabilities of overseas entities Net gain/(loss) on translation of long-term borrowings and foreign currency forward contracts net of tax expense/(benefit) $23.2 million (2009: ($60.6) million) Balance at the end of the year hedging reserve Balance at the beginning of the year transferred to the income statement transferred to initial carrying amount of hedged item Gains/(losses) taken directly to equity tax (expense)/benefit Balance at the end of the year fair value reserve Balance at the beginning of the year Gain transferred to the income statement on sale of financial asset Changes in fair value tax (expense)/benefit Balance at the end of the year Share-based payments reserve Balance at the beginning of the year Option/rights expense Balance at the end of the year CONSOLIDAtED 2010 $ millions 2009 $ millions (62.9) (66.3) 54.2 (75.0) (8.6) 6.5 3.4 0.8 (3.2) (1.1) – – – – – – (76.2) 154.6 (141.3) (62.9) 5.8 2.2 (14.6) (8.2) 6.2 (8.6) 166.0 (38.3) (198.9) 71.2 28.3 8.9 37.2 17.4 10.9 28.3 nature anD purpoSe of reServeS foreign currency translation reserve the translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Group, together with foreign exchange differences from the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. hedging reserve the hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. fair value reserve the fair value reserve reflects the cumulative changes in fair value of investments classified as available for sale financial instruments until the investment is sold or derecognised. During the prior year, the Group disposed of its investment in Adelaide Brighton Limited for a net consideration of $205.5 million. Share-based payments reserve the share-based payments reserve is used to recognise the fair value of options and rights issued. Boral Limited Annual Report 2010 99 CONSOLIDAtED 2010 $ millions 2009 $ millions 8.4 1.6 10.0 8.4 1.6 10.0 24. contingent liabilities Details of contingent liabilities and contingent assets where the probability of future payments/receipts is not considered remote are set out below. Unsecured contingent liabilities: Bank guarantees Other items Boral Limited has given to its bankers letters of responsibility in respect of accommodation provided from time to time by the banks to controlled entities. A number of sites within the Group have been identified as contaminated, generally as a result of prior activities conducted at the sites, and review and appropriate implementation of clean-up requirements for these is ongoing. For sites where the requirements can be assessed, estimated clean-up costs have been expensed or provided for. For some sites, the requirements cannot be reliably assessed at this stage. Certain entities within the Group are subject to various lawsuits and claims in the ordinary course of business. Consistent with other companies of the size and diversity of Boral, the Group is the subject of periodic information requests, investigations and audit activity by the Australian taxation Office (AtO) and taxation authorities in other jurisdictions in which Boral operates. A deed was entered into at the time of the demerger which contained certain indemnities and other agreements between Boral Limited and Origin Energy Limited (Origin) and their respective controlled entities covering the transfer of the businesses, investments, tax, other liabilities, debt and assets of the Group and some temporary shared arrangements. A number of matters were resolved with both the Australian and United States taxation authorities which are likely to give rise to claims by the Group under the demerger deed. A settlement has been reached with the AtO in relation to this matter. As the settlement resulted in a payment to the AtO, Origin is likely to rely on indemnities contained in the demerger deed. the Group has considered all of the above claims and, where appropriate, sought independent advice and believes it holds appropriate provisions. Deed of cross guarantee Under the terms of ASIC Class Order 98/1418, certain wholly owned controlled entities have been granted relief from the requirement to prepare audited financial reports. Boral Limited has entered into an approved deed of indemnity for the cross guarantee of liabilities with those controlled entities identified in note 32. the consolidated statement of comprehensive income and consolidated balance sheet, comprising Boral Limited and controlled entities which are a party to the Deed of Cross Guarantee, after eliminating all transactions between parties to the Deed, at 30 June 2010 are set out in note 36. 100 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 25. commitments capItaL eXpenDIture commItmentS Contracted but not provided for are payable as follows: Not later than one year Later than one year but not later than five years the capital expenditure commitments are in respect of the purchase of plant and equipment. fInance LeaSeS Lease commitments in respect of finance leases are payable as follows: Not later than one year operatIng LeaSeS Lease commitments in respect of operating leases are payable as follows: Not later than one year Later than one year but not later than five years Later than five years CONSOLIDAtED 2010 $ millions 2009 $ millions 12.2 0.1 12.3 27.1 3.1 30.2 0.1 0.1 0.3 0.3 90.4 173.8 55.8 320.0 86.0 163.1 67.2 316.3 the Group leases property, equipment and vehicles under operating leases expiring from one to fifteen years. Leases generally provide the consolidated entity with a right of renewal at which time all terms are renegotiated. Some leases involve lease payments comprising a base amount plus an incremental contingent rental. Contingent rentals are based on the Consumer Price Index or operating criteria. 26. employee benefits empLoyee Share pLan Offers under the Boral Employee Share Plan (ESP) entitle employees to apply for a fixed number of Boral Limited shares not exceeding 500. Permanent Australian and US employees of the Group are eligible to participate. the price for ESP shares is determined by the Directors. the shares can be paid for by cash or an interest free loan. Subject to the ESP rules and provided the loan has been repaid in full, the shares may be sold by the employee upon the earlier of three years after acquisition or cessation of his/her employment. Boral Limited Annual Report 2010 101 26. employee benefits (continued) BoraL SenIor eXecutIve optIon pLan the Boral senior executive option plan provides for executives to receive options over ordinary shares. Each option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company. Certain further details of the options granted are given in the Directors’ Report. the options are only exercisable to the extent to which the exercise hurdle is satisfied. Different exercise hurdles apply to the various tranches of options and satisfaction of these hurdles is dependent on increases in the Boral share price and dividends which affect the Boral total Shareholder Return (tSR). the performance of the tSR of Boral Limited, is compared to the tSR of a reference group of companies from time to time comprising the ASx top 100 to determine how many options are exercisable. Set out below are summaries of options granted under the plan. tranche grant date expiry date exercise price Balance at beginning of the year Issued during the year cancelled during the year exercised during the year Balance at end of the year vested and exercisable number number number number number number consolidated – 2010 (xii) (xiii) (xiv) (xv) (xvi) 4/11/2002 4/11/2009 $4.12 143,000 29/10/2003 29/10/2010 $5.57 2,443,280 29/10/2004 29/10/2011 $6.60 1,894,300 31/10/2005 31/10/2012 $7.70 3,114,000 6/11/2006 6/11/2013 $7.32 4,486,000 (xvii) 6/11/2007 6/11/2014 $6.83 5,854,400 17,934,980 Consolidated – 2009 (xii) (xiii) (xiv) (xv) (xvi) 4/11/2002 4/11/2009 $4.12 143,000 29/10/2003 29/10/2010 $5.57 2,614,428 29/10/2004 29/10/2011 $6.60 1,949,700 31/10/2005 31/10/2012 $7.70 3,195,000 6/11/2006 6/11/2013 $7.32 4,580,900 (xvii) 6/11/2007 6/11/2014 $6.83 5,938,700 18,421,728 – – – – – – – – – – – – – – – 143,000 – – 150,084 152,100 208,400 256,900 316,300 24,186 2,269,010 651,296 – – – – 1,742,200 2,905,600 4,229,100 5,538,100 – – – – 1,083,784 167,186 16,684,010 651,296 – – 143,000 149,456 21,692 2,443,280 143,000 625,371 55,400 81,000 94,900 84,300 – – – – 1,894,300 3,114,000 4,486,000 5,854,400 – – – – 465,056 21,692 17,934,980 768,371 Details of options exercised during the financial year and number of shares issued to employees on the exercise of options were as follows: tranche consolidated – 2010 (xii) (xiii) Consolidated – 2009 (xiii) proceeds $’000 number of shares Issued fair value per share fair value aggregate $’000 589 135 724 121 121 143,000 24,186 167,186 21,692 21,692 $5.75 $5.92 $6.50 822 143 965 141 141 102 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 26. employee benefits (continued) BoraL SenIor eXecutIve performance Share pLan Share acquisition rights (SARs) were introduced in October 2004 to provide an alternative Long term Incentive (LtI) to options. SARs are granted to executives under the Performance Share Plan following similar principles to those of the Option Plan. SARs can be granted in lieu of options, with the number granted calculated in the same way, ie based on a percentage of fixed remuneration and the fair market value of a SAR. the SARs issued during the year were each valued at $4.06 using a Monte Carlo simulation option-pricing formula. the value of SARs awarded has been independently determined at grant date after considering the likelihood of meeting performance hurdles. the following represents the inputs to the pricing model used in estimating fair value: Grant date share price Risk free rate Dividend yield Volatility factor 2010 2009 $5.35 5.48% 4.00% $4.85 5.04% 4.00% 40% 30% – 33% Set out below are summaries of share acquisition rights granted under the plan. tranche grant date expiry date exercise price Balance at beginning of the year Issued during the year cancelled during the year exercised during the year Balance at end of the year vested and exercisable number number number number number number consolidated – 2010 (i) (ii) (iii) (iv) (v) (vi) 29/10/2004 29/10/2011 31/10/2005 31/10/2012 6/11/2006 6/11/2013 6/11/2007 6/11/2014 $0.00 $0.00 $0.00 $0.00 533,982 818,538 656,479 821,993 3/11/2008 3/11/2015 $0.00 2,090,899 – – – – – 5/11/2009 5/11/2016 $0.00 – 2,679,078 40,781 54,773 70,202 82,259 32,308 – 4,921,891 2,679,078 280,323 Consolidated – 2009 (i) (ii) (iii) (iv) (v) 29/10/2004 29/10/2011 31/10/2005 31/10/2012 6/11/2006 6/11/2013 6/11/2007 6/11/2014 3/11/2008 3/11/2015 $0.00 $0.00 $0.00 $0.00 $0.00 548,836 839,854 682,420 843,925 – – – – – 2,090,899 14,854 21,316 25,941 21,932 – 2,915,035 2,090,899 84,043 – – – – – – – – – – – – – 493,201 763,765 586,277 739,734 2,058,591 2,679,078 7,320,646 533,982 818,538 656,479 821,993 2,090,899 4,921,891 – – – – – – – – – – – – During the year ended 30 June 2010 the consolidated entity recognised an expense of $8.9 million (2009: $10.9 million) in relation to share-based payments. Boral Limited Annual Report 2010 103 26. employee benefits (continued) SuperannuatIon At 30 June 2010, there were in existence a number of superannuation plans in Australia and overseas established by the Group, or in which the Group participates, for the benefit of employees. the Boral Industries Inc. Pension Plan is a defined benefit plan. Boral Super is a sub-plan of the Plum Superannuation Fund; it has a defined benefit plan and an accumulation plan. the principal types of benefit provided for under the Plans are lump sums payable on retirement, termination, death or total disability. Contributions to the Plans by both employees and entities in the Group are based on percentages of the salaries or wages of employees. Entities in the Group contribute to the Plans in accordance with the governing trust Deeds subject to certain rights to vary, suspend or terminate such contributions and thus are not legally obliged to contribute to those Plans. In the case of the two defined benefit Plans, employer contributions are based on the advice of the Plans’ actuaries. the Group make contributions to defined contribution plans. the amount recognised as an expense for the year ended 30 June 2010 was $46.7 million (2009: $47.3 million). the following sets out details in respect of the defined benefit plan only. the amounts recognised in the balance sheet are determined as follows: Net asset/(liability) for defined benefit obligation at the beginning of the year Expense recognised in the income statement Actuarial losses recognised in retained earnings Employer contributions Net foreign currency exchange differences Net liability for defined benefit obligation at the end of the year CONSOLIDAtED 2010 $ millions 2009 $ millions (16.5) (3.5) (1.6) 8.1 0.1 (13.4) 2.2 (2.4) (22.6) 6.7 (0.4) (16.5) the accrued benefits, fund assets and vested benefits have been determined based on amounts calculated by the actuary projected forward to 30 June 2010. Contributions to the Boral Super sub-plan and the Boral Industries Inc. plan have been based on actuarial advice. taking into account these contribution levels, and based on the actuarial assessments and the market values of assets after meeting liabilities, funds are expected to be available to satisfy all benefits that become vested under each of the major plans in the event of: (i) termination of the plan; (ii) voluntary termination of the employment of each employee on the initiative of that employee; or (iii) compulsory termination of the employment of each employee by an entity in the Group. 104 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 26. employee benefits (continued) SuperannuatIon (continued) reconciliation of the net asset recognised in the balance sheet Defined benefit obligation Fair value of plan assets Net liability movements in the present value of the defined benefit obligation Balance at the beginning of the year Current service cost Interest cost Contributions by plan participants Actuarial losses Benefits paid Net foreign currency exchange differences Balance at the end of the year movements in the fair value of plan assets Fair value of plan assets at the beginning of the year Expected return on plan assets Actuarial gains/(losses) Employer contributions Contributions by plan participants Benefits paid Net foreign currency exchange differences Balance at the end of the year expense recognised in the income statement Current service cost Interest cost Expected return on plan assets Defined benefit superannuation expense cumulative amounts recognised in equity before tax Balance at beginning of the year Actuarial losses Net foreign currency exchange differences Cumulative actuarial losses Actual return on plan assets CONSOLIDAtED 2010 $ millions 2009 $ million (82.5) 69.1 (13.4) (83.8) 67.3 (16.5) 83.8 79.1 4.8 3.4 0.3 6.0 (15.1) (0.7) 82.5 67.3 4.7 4.4 8.1 0.3 (15.1) (0.6) 69.1 4.8 3.4 (4.7) 3.5 (25.1) (1.6) 0.3 (26.4) 9.1 4.8 3.6 0.3 2.2 (8.2) 2.0 83.8 81.3 6.0 (20.4) 6.7 0.3 (8.2) 1.6 67.3 4.8 3.6 (6.0) 2.4 (2.0) (22.6) (0.5) (25.1) (14.4) Boral Limited Annual Report 2010 105 26. employee benefits (continued) SuperannuatIon (continued) plan assets the percentage invested in each class of the plan assets was: Equity securities Debt securities Property securities Other securities BORAL SUPER SUB-PLAN BORAL INDUStRIES INC PLAN 2010 2009 2010 2009 66.1% 29.5% 4.4% – 67.0% 29.2% 3.6% 0.2% 50.7% 49.2% – – 50.3% 39.4% 0.1% 10.3% there are no amounts included in the fair value of plan assets relating to Boral Limited’s own financial instruments, or any property occupied by, or other assets used by the Group. total employer contributions expected to be paid by the Group for the year ending 30 June 2011 are $5.2 million. principal actuarial assumptions at the balance sheet date Discount rate Expected rate of return on plan assets Expected salary increase rate BORAL SUPER SUB-PLAN BORAL INDUStRIES INC PLAN 2010 2009 2010 2009 4.3% 6.6% 4.0% 4.7% 7.0% 4.0% 5.5% 7.5% 3.0% 6.5% 7.5% 3.0% the expected return on assets assumption is determined by weighting the expected long-term return for each asset class by the target allocation of assets to each asset class. the returns used for each class are net of investment tax and investment fees. the above calculations are performed by a qualified actuary using the projected unit credit method. historical information Present value of defined benefit obligation Fair value of plan assets Net asset/(liability) Experience adjustments on plan assets – gain/(loss) Experience adjustments on plan liabilities – gain/(loss) 2010 $ millions 2009 $ millions 2008 $ millions 2007 $ millions 2006 $ millions CONSOLIDAtED (82.5) 69.1 (13.4) 4.4 (6.0) (83.8) (79.1) (79.2) (79.5) 67.3 (16.5) (20.4) (2.2) 81.3 2.2 (12.0) (0.4) 91.2 12.0 6.3 (1.1) 83.6 4.1 5.1 (0.2) 106 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 27. Loans and borrowings term anD DeBt repayment ScheDuLe terms and conditions of outstanding loans were as follows: Currency Effective interest rate 2010 year of maturity carrying amount $ millions fair value $ millions Carrying amount $ millions Fair value $ millions CONSOLIDAtED 30 June 2010 30 JUNE 2009 tHB AUD AUD 3.30% – 6.00% 2011 2011 2011 8.4 0.4 0.1 8.9 8.4 0.4 0.1 8.9 5.8 0.6 0.3 6.7 5.8 0.6 0.3 6.7 current Bank loans – unsecured Other loans – unsecured1 Finance lease liabilities non-current US senior notes – unsecured USD 6.43% 2012-2020 1,271.2 1,349.0 1,323.2 1,347.8 Syndicated term credit facility – unsecured USD Syndicated term credit facility – unsecured AUD AUD notes – unsecured Bank loans – unsecured Other loans – unsecured1 total AUD tHB AUD – – – 3.60% – – – – 2012 2014 – – – 58.5 1.0 1,330.7 1,339.6 – – – 58.5 1.0 1,408.5 1,417.4 124.6 124.6 40.0 59.7 58.4 1.5 40.0 59.7 58.4 1.5 1,607.4 1,614.1 1,632.0 1,638.7 1 Vendor loan covering the purchase of plant and equipment where instalment repayments by the Boral Group do not include an interest component. uS SenIor noteS – unSecureD three separate placements for US$300 million (US$258 million outstanding; equivalent A$313 million), US$400 million (equivalent A$506 million) and US$382.2 million (equivalent A$452 million) were undertaken in 2002, 2005 and 2008 respectively with financial institutions in the North American Private Placement market. the notes are structured in seven tranches for amounts of US$152.5 million, US$52 million, US$53.5 million, US$200 million, US$200 million, US$306 million and US$76.2 million that mature in two, four, five, seven (by two tranches), eight and ten years. Fixed coupon interest rates of 6.91%, 7.01%, 7.11%, 5.42%, 5.52%, 7.12% and 7.22% per annum respectively apply to the seven tranches. uS commercIaL paper – unSecureD US$1,000 million (equivalent A$1,172 million) is available to be accessed through two non-underwritten facilities; a US$500 million limit applies to each facility where Boral Limited and Boral International Holdings Inc. are the issuers under each facility. Issuance is conducted through a two dealer arrangement, where placement is subject to acceptance by respective investors. Commercial paper is issued for periods not exceeding 365 days from the date of issue, with the applicable interest rate benchmark being agreed to between the investor and the issuer at the date notes are purchased by investors. auD noteS – unSecureD Australian dollar domestic note program – A$500 million non-underwritten facility whereby issuance by Boral Limited is conducted through a panel of four dealers, where placement is subject to acceptance by respective investors. Notes can be issued for periods not exceeding 365 days from the date of issue with the applicable interest rate benchmark being referenced to the Bank Bill Swap Rate (BBSW). BanK facILItIeS SynDIcateD term creDIt facILIty Syndicated term credit facility – a committed US$200 million and A$794 million (aggregate equivalent A$1,028 million) syndicated term credit facility; its primary purpose being both to provide committed backup support for issuance of AUD/USD commercial paper by the Group and liquidity for general corporate purposes. the maturity date for this facility is 13 August 2011 where the interest rate depending on the currency of denomination is referenced to BBSW or LIBOR. caSh aDvance facILIty A committed line of credit for an amount equivalent A$15.7 million (total A$31.4 million) is available each to Boral Limited and Pt Boral Indonesia. the facility supports financing requirements related to Boral’s operating activities located in Indonesia. A term of the cash advance facility is that outstanding borrowings are set-off against a deposit lodged with the lender having an equivalent amount to the outstanding loan balance. Boral Limited Annual Report 2010 107 27. Loans and borrowings (continued) BI-LateraL Loan facILItIeS Committed tHB1,600 million (equivalent A$57.9 million) credit facility is available to Boral Concrete (thailand) Limited/Boral Quarry Products (thailand) Limited respectively. the primary purpose of the tHB facility is to provide Boral’s thailand operations with funding for general corporate purposes. the maturity date for this facility is 30 August 2012. BanK overDraft, LeaSe LIaBILItIeS anD other the Group operates unsecured bank overdraft facility arrangements in Australia and Asia that have combined limits of A$21.9 million. the facilities within Australia are conducted on a set-off basis and all facilities are subject to variable rates of interest determined by the lending bank’s benchmark interest rate. All facilities are subject to annual review where repayment can occur on demand by the lending bank. Finance leases within Australia are subject to lease terms of various maturities. For each of the above named facilities the Group has complied with the respective borrowing covenants throughout the year ended 30 June 2010. 28. financial instruments fInancIaL rISK management the Group’s business activities are exposed to a variety of financial risks, including those related to credit, liquidity, foreign currency, interest rate and commodity price risks. Derivative instruments are utilised to manage the identified financial risks. the Group does not use derivative or financial instruments for trading or speculative purposes. Boral’s treasury provides technical assistance to the operating divisions, coordinates access to financial markets and manages financial risks related to Boral’s operating divisions. the use of financial derivatives is controlled by policies approved by Boral’s Board of Directors. the policies provide specific direction in relation to financial risk management, including foreign currency, interest rates, commodity price, credit, financial instruments and liquidity management. faIr vaLue Certain estimates and judgements are required to calculate the fair values. the fair value amounts shown below are not necessarily indicative of the amounts that the Group would realise upon disposal nor do they indicate the Group’s intent or ability to dispose the financial instrument. the following describes the methodology adopted to derive fair values: cash flow and fair value hedges commodity swaps and options: the fair value is derived using conventional market formulae based on the closing market price applicable to the respective commodity. foreign currency contracts, foreign currency options, foreign currency swaps: the fair value is derived using conventional market formulae based on the closing market price applicable to the respective currency. Interest rate swaps: the present value of expected cash flows has been used to determine fair value using yield curves derived from market sources that accurately reflect their term to maturity. cash, deposits, loans and receivables, payables and short-term borrowings the carrying value of these financial instruments approximate fair value given their short term duration. Long-term borrowings the present value of expected cash flows has been adopted to determine fair value using interest rates derived from market sources that accurately reflect their term to maturity. creDIt rISK exposure to credit risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on significant customers structured on delegated limits of authority. Credit risk relating to derivative contracts is minimised through using internationally recognised financial counterparties; the exposure limit is determined with reference to the credit rating assigned by the international credit rating agencies for each respective counterparty. the policy of the Group generally requires that financial transactions are only entered into with institutions having been assigned a long-term credit rating from the credit rating agencies that is at a minimum A-/A3. At the balance sheet date there were no significant concentrations of credit risk. the maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet. 108 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 28. financial instruments (continued) creDIt rISK (continued) the carrying amount of non derivative financial assets represents the maximum credit exposure and at the reporting date the maximum exposure was: Loans to and receivables from associates trade and other receivables Cash and cash equivalents CONSOLIDAtED carrying amount 2010 $ millions fair value 2010 $ millions 86.8 716.1 157.0 959.9 86.8 716.1 157.0 959.9 Carrying amount 2009 $ millions 107.7 702.4 100.5 910.6 Fair value 2009 $ millions 107.7 702.4 100.5 910.6 the following table indicates, maximum credit exposure, the periods in which the cash flows associated with derivative financial assets are expected to occur and the impact on profit or loss: 30 June 2010 Derivative financial assets Foreign exchange contracts designated as cash flow hedges Interest rate swaps designated as fair value hedges Cross currency swaps designated as fair value hedges 30 June 2009 Derivative financial assets Interest rate swaps designated as fair value hedges Cross currency swaps designated as fair value hedges Commodity swaps/options designated as cash flow hedges Foreign exchange options designated as cash flow hedges Interest rate options not designated as hedges for accounting purposes carrying amount $ millions fair value $ millions contractual cash flows $ millions 6 months or less $ millions 6-12 months $ millions 1-2 years $ millions 2-5 years $ millions more than 5 years $ millions CONSOLIDAtED 1.0 1.0 1.0 10.6 10.6 11.4 15.2 26.8 15.2 26.8 20.0 32.4 0.6 2.4 (0.3) 2.7 0.4 2.7 (0.1) 3.0 – 6.3 (0.1) 6.2 – – – – (1.0) (1.0) 21.5 21.5 Carrying amount $ millions Fair value $ millions Contractual cash flows $ millions 6 months or less $ millions 6-12 months $ millions 1-2 years $ millions 2-5 years $ millions More than 5 years $ millions CONSOLIDAtED 13.0 13.0 13.9 11.9 11.9 21.6 4.9 0.1 0.1 30.0 4.9 0.1 0.1 30.0 5.1 – – 2.3 1.6 2.6 – – 2.4 1.9 2.0 – – 5.5 0.7 0.5 – – 3.7 – (11.7) 29.1 – – – – – – 40.6 6.5 6.3 6.7 (8.0) 29.1 Boral Limited Annual Report 2010 109 28. financial instruments (continued) LIquIDIty rISK Policies have been implemented by the Group for the purpose of reducing exposure to liquidity risk. the result of this policy is that a significant proportion of external borrowings have maturities that are greater than five years. the Group maintains committed bank lines of credit that provide committed standby support for the issuance of AUD and USD denominated commercial paper (unutilised at 30 June 2010) and liquidity support for general corporate purposes. the following are the contractual maturities of financial liabilities, including estimated interest payments but excluding the impact of netting agreements: 30 June 2010 non-derivative financial liabilities US senior notes – unsecured Bank loans – unsecured Other loans – unsecured Finance lease liabilities trade and other payables Derivative financial liabilities Foreign exchange contracts designated as cash flow hedges Commodity swaps designated as cash flow hedges Cross currency swaps designated as cash flow hedges Interest rate swaps not designated as hedges for accounting purposes 30 June 2009 non-derivative financial liabilities US senior notes – unsecured Syndicated term credit facility – unsecured Bank loans – unsecured AUD notes – unsecured Other loans – unsecured Finance lease liabilities trade and other payables Derivative financial liabilities Foreign exchange contracts designated as cash flow hedges Commodity swaps designated as cash flow hedges Interest rate swaps designated as cash flow hedges Cross currency swaps designated as cash flow hedges Interest rate swaps not designated as hedges for accounting purposes carrying amount $ millions contractual cash flows $ millions 6 months or less $ millions 6-12 months $ millions 1-2 years $ millions 2-5 years $ millions more than 5 years $ millions CONSOLIDAtED 1,271.2 66.9 1.4 0.1 640.9 (1,714.6) (70.8) (1.5) (0.1) (640.9) (39.4) (1.1) (0.6) (0.1) (640.9) (39.4) (9.5) (0.6) – – (257.3) (2.1) (0.3) – – (490.1) (58.1) – – – (888.4) – – – – 0.6 2.9 2.7 1.8 (0.6) (0.6) – (3.0) (1.8) (1.2) – – – – – – (3.3) (0.2) (0.3) (0.6) (1.5) (0.7) (1.8) (0.9) 1,988.5 (2,436.6) (685.6) (0.5) (51.5) (0.4) – – (260.7) (549.7) (889.1) Carrying amount $ millions Contractual cash flows $ millions 6 months or less $ millions 6-12 months $ millions 1-2 years $ millions 2-5 years $ millions CONSOLIDAtED 1,323.2 164.6 64.2 59.7 2.1 0.3 608.9 (1,882.8) (175.2) (67.2) (65.6) (2.1) (0.3) (608.9) (41.2) (2.1) (3.0) (1.3) (0.4) (0.2) (608.9) 5.7 4.3 4.7 2.9 0.1 (5.7) (4.3) (4.8) (3.4) (0.1) (4.4) (3.5) (1.8) (0.2) (0.1) (41.2) (2.6) (4.5) (1.3) (0.2) (0.1) – (1.1) (0.5) (1.3) (0.3) – (82.8) (5.5) (1.7) (2.7) (0.5) – – (0.2) (0.3) (1.5) (0.5) – (473.4) (165.0) (58.0) (60.3) (1.0) – – – – (0.2) (1.4) – More than 5 years $ millions (1,244.2) – – – – – – – – – (1.0) – 2,240.7 (2,820.4) (667.1) (53.1) (95.7) (759.3) (1,245.2) 110 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 28. financial instruments (continued) capital risk management the capital management objectives of the Group are directed towards ensuring that the Group continues as a financial going concern together with generating maximum returns to shareholders by the adoption of an appropriate capital structure. the Group has a stated ratio of net debt to shareholder funds of between 40% and 70%. As at 30 June 2010 the Group was within this range. On an ongoing basis the capital structure is reviewed to ensure that the capital components comprising equity and debt are balanced through payments of dividends, new share issuance, share buy-backs and issue of new debt or redemption of existing debt. marKet rISK currency risk the Group is exposed to foreign currency risk. this occurs as a result of firstly, purchases of materials, some plant and equipment and the sale of products denominated in foreign currencies; secondly, the translation of its investment in overseas domiciled operations and thirdly, interest expense related to certain foreign currency denominated borrowings. the Group adopts policies that ensure exposures to: (a) forecast purchases of materials and sale of products denominated in foreign currencies having an aggregate half yearly value in excess of equivalent A$0.5 million are at a minimum 50% hedged; (b) forecast purchases of plant and equipment denominated in foreign currencies having a value in excess of equivalent A$0.5 million are 100% hedged; and (c) net investments, including net intercompany loans, in overseas domiciled investments are hedged, regulatory conditions and available hedge instruments permitting. the Group uses forward foreign exchange and currency option contracts to assist with hedging foreign exchange risk. Most of the forward exchange and option contracts have maturities of less than one year following the balance sheet date. Where necessary and in accordance with policy compliance, forward exchange contracts can be rolled over at maturity. foreign currency exposure the Group primarily uses external foreign currency denominated borrowings and forward rate agreements to hedge the Group’s net investment in overseas domiciled assets. the carrying amounts of external loans and forward rate agreements designated for the purpose of net investment hedges was A$122.7 million at 30 June 2010 (2009: A$433 million). the ineffective portion of cash flow hedges transferred to the income statement was A$0.1 million in 2010 (2009: A$0.1 million). the Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts: currency 30 June 2010 Balance sheet Net investment in overseas domiciled Boral subsidiaries Forward rate agreements Foreign currency borrowings Cross currency swaps overseas denominated interest payments, purchase and sale contracts Estimated forecast interest payments and purchases Forward exchange contracts CONSOLIDAtED uSD euro gBp nZD thB IDr equivalent to a$ millions 127.0 171.4 (596.2) 302.1 4.3 2.4 (1.8) 3.7 (25.4) 59.8 – – – – – – – – – – – – – – – 2.4 (1.8) 3.7 (25.4) 59.8 (63.2) 35.0 (28.2) (3.5) 3.5 – – – – – – – – – – – – – Boral Limited Annual Report 2010 111 CONSOLIDAtED USD Euro GBP NZD tHB IDR Equivalent to A$ millions 28. financial instruments (continued) Currency 30 June 2009 Balance sheet Net investment in overseas domiciled Boral subsidiaries Foreign currency borrowings Cross currency swaps Overseas denominated interest payments, purchase and sale contracts Estimated forecast interest payments and purchases Forward exchange contracts (66.0) 41.2 (24.8) (21.4) 21.4 – 420.6 (736.5) 303.1 (12.8) 2.5 – – 2.5 (2.4) – – (2.4) – – – 3.8 – – 3.8 – – – (20.4) 51.5 – – – – (20.4) 51.5 – – – – – – the following table shows the foreign currency risk on the net financial assets and liabilities of the Group’s operations denominated in currencies other than the functional currency of the operations. the related exchange gains/losses on foreign currency movements are taken primarily to the Foreign Currency translation Reserve. net fInancIaL aSSetS/(LIaBILItIeS) 30 June 2010 NEt FINANCIAL ASSEtS/(LIABILItIES) 30 JUNE 2009 currency uSD euro total USD Euro total equivalent to a$ millions Equivalent to A$ millions functional currency of the group’s operation AUD IDR (145.6) 15.7 (129.9) 0.6 – 0.6 (145.0) (485.5) 15.7 18.3 (129.3) (467.2) – – – (485.5) 18.3 (467.2) Sensitivity At 30 June 2010, had the Australian dollar weakened/strengthened by 10% against the respective foreign currencies where all other variables remain constant, the Group’s pre-tax change to earnings would have been a (loss)/gain respectively of around equivalent A$0.4 million (2009: equivalent A$1.5 million) and equity would have increased/decreased respectively by around equivalent A$29.2 million (2009: equivalent A$9.7 million). the following significant exchange rates applied during the year: USD Euro GBP NZD tHB IDR AVERAGE RAtE REPORtING DAtE SPOt RAtE 2010 2009 2010 2009 0.8822 0.6362 0.5567 1.2483 0.7449 0.5424 0.4647 1.2329 0.8535 0.6981 0.5670 1.2295 0.8128 0.5756 0.4862 1.2434 29.0267 25.8158 27.6400 27.6400 8,260 7,821 7,733 8,278 112 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 28. financial instruments (continued) IntereSt rate rISK the Group adopts a policy that ensures between 30% and 70% of its net borrowings are subject to interest rates based on fixed rates greater than twelve months in duration. Implementation of interest rate derivative instruments provides the Group with the flexibility to raise term borrowings at fixed or variable interest rates where subsequently these borrowings can be converted to either variable or fixed rates of interest. this achieves fixed interest rate borrowings consistent with the target range of between 30% and 70% of net borrowings. For the Group, interest rate swaps denominated in US dollars and cross currency swaps denominated in Australian and US dollars have been transacted to assist with achieving an appropriate mix of fixed and floating interest rate borrowings. the interest rate derivative instruments mature progressively over the next seven years where the duration applicable to the interest rate and cross currency swaps is consistent with maturities applicable to the underlying borrowings. At the reporting date the interest rate profile of the Group’s interest bearing financial instruments was: CONSOLIDAtED 2010 2009 carrying amount Carrying amount $ millions $ millions fixed rate instruments US senior notes – unsecured Other loans – unsecured Finance lease liabilities variable rate instruments Syndicated term credit facility – unsecured AUD notes – unsecured Bank loans – unsecured Bank overdraft – unsecured Interests rate derivatives Pay fixed interest rate derivatives Pay fixed against A$ bank bills Pay fixed against US$ LIBOR Pay variable interest rate derivatives Pay floating against US$ LIBOR Cross currency swap pay floating US$ LIBOR 1,271.2 1,323.2 1.4 0.1 2.1 0.3 1,272.7 1,325.6 – – 66.9 – – 66.9 164.6 59.7 64.2 288.5 1,339.6 1,614.1 – 1.8 1.8 (10.6) (12.5) (23.1) 0.1 4.7 4.8 (13.0) (9.0) (22.0) Sensitivity At 30 June 2010 if interest rates had changed by +/- 1% p.a. from the year end rates with all other variables held constant, the Group’s pre-tax profit for the year would have been A$0.7 million higher/lower (2009: A$0.5 million) and the change in equity would have been A$0.8 million (2009: A$1.3 million) mainly as a result of a higher interest cost applying to interest rate derivatives. Boral Limited Annual Report 2010 113 28. financial instruments (continued) IntereSt rateS uSeD for DetermInIng faIr vaLue Where appropriate, the Group uses BBSW, LIBOR and treasury Bond yield curves as of 30 June 2010 plus an adequate credit spread to discount financial instruments. the interest rates used are as follows: Derivatives Interest bearing loans and borrowings Finance leases 2010 % pa 2009 % pa 0.54–5.50 0.60–3.79 0.00–7.22 0.00–8.83 6.00 6.00–7.33 commoDIty prIce rISK the Group is exposed to commodity price risk that is associated with the purchase of petroleum, natural gas and aluminium purchases under variable price contract arrangements. the Group adopts a policy that seeks to hedge at least 50% of the price risk exposure covering the forthcoming six months purchases where the underlying commodity purchase exceeds an annualised amount of equivalent A$10 million. the Group uses fixed price forward and option contracts to assist with hedging commodity price risk. All of the fixed price forward and option contracts have maturities of less than two years following the balance sheet date. commodities hedging activities Notional value of commodity derivative instruments at year end is as follows: Singapore gasoil 0.5% Natural gas (NyMEx) Aluminium – LME Details of balance sheet carrying value of instruments hedging commodities price risk: assets Commodity swaps designated as cash flow hedges Liabilities Commodity swaps designated as cash flow hedges 2010 $ millions 2009 $ millions 35.6 5.6 4.6 – (2.9) (2.9) 34.8 15.6 5.9 4.9 (4.3) 0.6 Sensitivity At 30 June 2010 if commodity price had changed by +/- 10% from the year end prices with all other variables held constant, the Group’s pre-tax earnings for the year would be unchanged (2009: unchanged) and the change in equity would have been A$4.2 million (2009: A$5.6 million). 114 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 28. financial instruments (continued) the faIr vaLue hIerarchy As of 1 July 2009, the Group has adopted the AASB 7 amendments, which require disclosure of how the following fair value measurements fit within the fair value measurement hierarchy: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. derived from prices). Level 3 – Inputs for the asset or liability that are not based on observable market data. the Group’s financial instruments that are measured and recognised at fair value include: – financial assets, including derivatives used for hedging (forward exchange contracts, interest rate swaps, cross currency swaps) – financial liabilities at fair value through profit or loss (Interest rate swaps not designated as hedges for accounting purpose) – financial liabilities, including derivatives used for hedging (forward exchange contracts, commodity swaps, cross currency swaps). the following table presents the Group’s financial assets and liabilities that are measured at fair value: 30 June 2010 assets Derivatives used for hedging total assets Liabilities Financial liabilities at fair value through profit or loss Derivatives used for hedging total Liabilities 30 June 2009 Assets Financial assets at fair value through profit or loss Derivatives used for hedging total Assets Liabilities Financial liabilities at fair value through profit or loss Derivatives used for hedging total Liabilities Level 1 $ millions Level 2 $ millions Level 3 $ millions total $ millions – – – – – 26.8 26.8 1.8 6.2 8.0 – – – – – 26.8 26.8 1.8 6.2 8.0 Level 1 $ millions Level 2 $ millions Level 3 $ millions total $ millions – – – – – – 0.1 29.9 30.0 0.1 17.6 17.7 – – – – – – 0.1 29.9 30.0 0.1 17.6 17.7 Boral Limited Annual Report 2010 115 29. Key management personnel disclosures the following were key management personnel of the Group during the reporting period and unless otherwise indicated for the entire period: DIrectorS current Directors J B Clark E J Doyle R L Every Non-Executive Director Non-Executive Director (appointed 16 March 2010) Chairman (appointed Chairman 1 June 2010) R A Longes Non-Executive Director J Marlay Non-Executive Director (appointed 1 December 2009) P A Rayner Non-Executive Director J R Williams Non-Executive Director M W Selway CEO and Managing Director (appointed 1 January 2010) former Directors Mr E J Cloney held the position of Director from 1 July 2009 to 28 October 2009 on which date he retired from the Board. Mr R t Pearse held the position of CEO and Managing Director until he retired on 31 December 2009. Dr K J Moss held the position of Chairman from 1 July 2009 to 31 May 2010 on which date he retired from the Board. eXecutIveS current executives M G Beardsell Divisional Managing Director – Cement Division W R Batstone Divisional Managing Director – Boral Building Products Division M Kane President Boral Industries – USA (appointed 15 February 2010) A D Poulter Chief Financial Officer (appointed 1 May 2010) N J Clark Executive General Manager – Clay & Concrete Products Division former executives Mr K M Barton held the position of Chief Financial Officer until his resignation effective 28 February 2010. Mr J M Douglas held the position of Executive General Manager – Australian Construction Materials Division until his resignation effective 9 July 2010. Mr E S Severin held the position of President Boral Industries – USA until his resignation effective 5 March 2010. Key management perSonneL compenSatIon the key management personnel compensation included in “employee benefit expense” in note 3 is as follows: Short-term employee benefits Post-employment benefits Share-based payments Long-term employee benefits June 2009 comparatives include key management personnel for that year. CONSOLIDAtED 2010 $’000 2009 $’000 11,105.7 10,915.1 2,789.3 5,043.7 3,456.4 6,289.0 90.2 151.1 17,441.6 22,398.9 116 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 29. Key management personnel disclosures (continued) InDIvIDuaL DIrectorS’ anD eXecutIveS’ compenSatIon DIScLoSureS Information regarding individual Directors’ and executives’ compensation is provided in the Remuneration Report section of the Directors’ Report. LoanS to Key management perSonneL there were no loans made or outstanding to key management personnel. equIty InStrumentS (i) options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in the Remuneration Report that forms part of the Directors’ Report. (ii) option holdings the number of options (being executive options) over ordinary shares in Boral Limited held during the financial year by each Director of Boral Limited and each of the key management personnel of the Group are set out below: Balance at beginning of the year Granted during the year as remuneration Exercised during the year Lapsed/ cancelled during the year Balance at end of the year Vested and exercisable at end of the year Number Number Number Number Number Number current Director M W Selwaya former Director R t Pearseb current executives M G Beardsell W R Batstone M Kanea A D Poultera N J Clark former executives K M Bartonb J M Douglasb E S Severinb 2010 2009 – – 2010 6,375,100 2009 6,375,100 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 131,500 131,500 351,470 351,470 – – – – 96,900 96,900 390,000 390,000 303,252 303,252 621,200 621,200 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (3,828) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 6,375,100 6,375,100 14,000 14,000 131,500 131,500 351,470 351,470 – – – – 93,072 96,900 390,000 390,000 303,252 303,252 592 592 – – – – – – – 3,828 57,130 57,130 1,066 1,066 621,200 103,588 621,200 103,588 a Initial shareholding at the date of commencing as an executive included in key management personnel. b Option holding to the date of ceasing to be an executive included in key management personnel. Boral Limited Annual Report 2010 117 29. Key management personnel disclosures (continued) equIty InStrumentS (continued) (ii) option holdings (continued) Shares provided on exercise of options During the year the following shares were issued on the exercise of options granted as compensation: 30 June 2010 30 June 2009 Date option granted Number of Paid per share $ shares Date option granted Number of shares Paid per share $ executives N J Clark 29 Oct 03 3,828 $5.57 – – – (iii) Share acquisition rights the number of Share Acquisition Rights (SAR) in the Company held during the financial year by each Director of Boral Limited and each of the key management personnel of the Group are set out below: Balance at beginning of the year Rights granted during the year Exercised during the year Lapsed/ cancelled during the year Balance at end of the year Vested and exercisable at end of the year Number Number Number Number Number Number current Director M W Selwaya former Director R t Pearseb current executives M G Beardsell W R Batstone M Kanea A D Poultera N J Clark former executives J M Douglasb E S Severinb K M Bartonb 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 – – 367,036 367,036 431,034 – – – 59,688 38,530 59,688 153,637 79,013 – 82,463 74,624 – – – – – – – – 42,831 42,831 35,829 – 177,502 102,661 74,235 103,267 225,943 119,601 117,610 108,333 163,082 100,985 77,388 85,694 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 431,034 – 367,036 367,036 98,218 59,688 236,100 153,637 – – – – 78,660 42,831 280,163 177,502 345,544 225,943 264,067 163,082 – – – – – – – – – – – – – – – – – – – – a Initial holding at the date of commencing as an executive included in key management personnel. b Final rights holding as at the date of ceasing to be an executive. 118 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 29. Key management personnel disclosures (continued) equIty InStrumentS (continued) (iv) Share holdings the number of shares held in Boral Limited during the financial year by each Director of Boral Limited and each of the key management personnel of the Group, including their personally related entities, are set out below: current Directors J B Clark E J Doyleb R L Every R A Longes J Marlayb P A Rayner M W Selwayb J R Williams former Directors E J Cloneyc K J Mossc R t Pearsec Balance at beginning of the year Received during the year on the exercise of options Allocation in Non Executive Directors’ Share Plana Other changes during the year Balance at end of the year Number Number Number Number Number 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 63,914 57,242 – – 16,851 13,573 22,447 18,554 – – 7,670 – – – 74,942 67,673 41,641 38,115 64,328 47,429 2010 4,103,555 2009 4,101,178 – – – – – – – – – – – – – – – – – – – – – – – 3,278 – – – 3,278 – 3,278 – – – 1,491 – – – 3,279 – 3,441 707 3,394 1,000 – 25,000 – 288 615 2,000 – 2,675 6,179 8,800 – 1,738 3,990 15 85 – 15,000 16,899 – 64,621 63,914 1,000 – 41,851 16,851 22,735 22,447 2,000 – 10,345 7,670 8,800 – 76,680 74,942 41,656 41,641 79,328 64,328 – – 434 4,103,989 2,377 4,103,555 a Directors will only be entitled to a transfer of the shares in accordance with the terms and conditions of the plan. b Initial shareholding at the date of commencing as a Director. c Shareholding as at the date of ceasing to be a Director. Boral Limited Annual Report 2010 119 Balance at beginning of the year Received during the year on the exercise of options Other changes during the year Balance at end of the year Number Number Number Number 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 60,685 60,685 561,991 760,221 – – – – 1,873 1,819 126,032 126,032 242,417 239,700 204,840 204,771 – – – – – – – – 3,828 – – – – – – – – – – 60,685 60,685 561,991 (198,230) 561,991 – – – – 94 54 – – – – 5,795 1,873 – – 126,032 126,032 (235,129) 7,288 2,717 242,417 29 69 204,869 204,840 29. Key management personnel disclosures (continued) equIty InStrumentS (continued) (iv) Shareholdings (continued) current executives M G Beardsell W R Batstone M Kanea A D Poultera N J Clark former executives J M Douglasb E S Severinb K M Bartonb a Initial shareholding at the date of commencing as an executive included in key management personnel. b Final shareholding at the date of ceasing to be an executive. 120 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 30. auditors’ remuneration audit services: KPMG Australia – audit and review of financial reports Overseas KPMG firms – audit and review of financial reports other services: KPMG Australia – other assurance services KPMG Australia – taxation services KPMG Australia – due diligence KPMG Australia – other Overseas KPMG firms – other assurance services Overseas KPMG firms – due diligence Overseas KPMG firms – taxation services 31. acquisition/disposal of controlled entities the following controlled entities were acquired or disposed of during the financial year ended 30 June 2010: entities acquired: there were no material acquisitions of entities during the reporting period. entities deregistered: Entity Australian Chemical Company Pty Ltd (in liquidation) Boral B Products Pty Ltd (in liquidation) Boral Concrete Products Pty Ltd (in liquidation) Boral Windows Pty Ltd (in liquidation) Erinbrook Pty Ltd (in liquidation) Hi-Quality Concrete Industries Pty Ltd (in liquidation) Mainland Cement Pty Limited (in liquidation) Mount Lyell Investments Ltd (in liquidation) CONSOLIDAtED 2010 $’000 2009 $’000 1,395 461 1,856 185 148 515 – 10 – – 6 59 – 161 1,078 2,934 1,346 623 1,969 157 74 183 420 2,389 Date of loss of control Mar 2010 Mar 2010 Mar 2010 Mar 2010 Mar 2010 Mar 2010 Mar 2010 Mar 2010 Boral Limited Annual Report 2010 121 31. acquisition/disposal of controlled entities (continued) the following controlled entities were acquired or disposed of during the financial year ended 30 June 2009: entities acquired: Business Minor acquisitions entities deregistered: Entity BEC Pty Ltd (in liquidation) Boral Bricks (NSW) Pty Ltd (in liquidation) Boral Bricks (Vic) Pty Ltd (in liquidation) Boral Mills Ltd (in liquidation) Boral timber tasmania Ltd (in liquidation) BR tiles Pty Ltd (in liquidation) Brandon timbers Pty Ltd (in liquidation) Citywide Ready Mixed Concrete Pty Ltd (in liquidation) Contest Pty Ltd (in liquidation) Duncan’s (Eden) Pty Ltd (in liquidation) EPM Concrete Pty Ltd (in liquidation) Hardy’s Properties Pty Ltd (in liquidation) Hardy’s Pty Ltd (in liquidation) Haxton Haulage Pty Ltd (in liquidation) Herons Creek timber Mills Pty Ltd (in liquidation) Mavis Properties Pty Ltd (in liquidation) Miners Rest Quarries Pty Ltd (in liquidation) Ramsay Dredging Co Pty Ltd (in liquidation) SPC timber Ltd (in liquidation) Standard Properties Pty Ltd (in liquidation) timber Industries Ltd (in liquidation) trisamba Pty Ltd (in liquidation) Wagga Wagga Holdings Pty Ltd (in liquidation) Wunderlich Windows Pty Ltd (in liquidation) Acquisition date total purchase consideration $ millions Fair value of identifiable assets acquired $ millions Goodwill $ millions – 7.1 3.3 3.8 Date of loss of control Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 Jun 2009 122 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 32. controlled entities the financial statements of the following entities have been consolidated to determine the results of the consolidated entity. Boral Limited Erinbrook Pty Ltd (in liquidation)** Hi-Quality Concrete Industries Pty Ltd (in liquidation)** Blue Circle Southern Cement Ltd >* Mainland Cement Pty Ltd (in liquidation)** Barnu Pty Ltd* Boral Building Materials Pty Ltd >* Boral International Pty Ltd >* Pt Jaya Readymix Pt Pion Quarry Nusantara Pt Boral Pipe and Precast Indonesia Pt Boral Indonesia MJI (thailand) Ltd Boral Concrete (thailand) Ltd Boral Quarry Products (thailand) Ltd Ratchiburi Enterprise Company Ltd Boral International Holdings Inc. Boral Asia Pacific Pte Ltd Boral Building Services Pte Ltd Boral Construction Materials LLC Ready Mixed Concrete Company Boral Best Block LLC Sprat-Platte Ranch Co. LLLP Aggregate Investments LLC BCM Oklahoma LLC Boral Industries Inc. Boral Finance Inc. Boral timber Inc. Boral Lifetile Inc. United States tile Co. Boral tile LLC Boral Bricks Inc. Boral Bricks Holdings Inc. Boral Bricks of texas LP Boral Benefits Management Inc. Boral Composites Inc. Boral Material technologies Inc. BMt Holdings Inc. Boral Material technologies of texas LP Beneficial ownership by consolidated entity 2010 % Consolidated entity 2009 % – – 100 – 100 100 100 90 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 89.47 100 100 100 100 100 100 100 100 100 100 100 90 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 89.47 100 100 100 100 Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Indonesia Indonesia Indonesia Indonesia thailand thailand thailand thailand USA Singapore Singapore USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA USA Boral Limited Annual Report 2010 123 Beneficial ownership by consolidated entity 2010 % Consolidated entity 2009 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Country of incorporation UK Jersey Netherlands Germany Germany Germany NZ NZ Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 32. controlled entities (continued) Boral (UK) Ltd Boral Investments Ltd Boral Investments BV Boral Industrie GmbH Boral Keramik Wand Und Boden GmbH Boral Mecklenburger Ziegel GmbH Boral Industries Ltd Boral Building Products (NZ) Ltd Boral Australian Gypsum Ltd >* Waratah Gypsum Pty Ltd (in liquidation) Boral Plaster Fixing Pty Ltd* Lympike Pty Ltd* Boral Investments Pty Ltd >* Boral Construction Materials Ltd >* Boral Resources (WA) Ltd >* Boral Contracting Pty Ltd* Go Crete Pty Ltd >* Boral Resources (Vic) Pty Ltd >* Bayview Quarries Pty Ltd* Boral Resources (Qld) Pty Ltd >* Australian Chemical Company Pty Ltd (in liquidation)** Allen’s Asphalt Pty Ltd >* Boral Resources (NSW) Pty Ltd >* Dunmore Sand & Soil Pty Ltd* Boral Recycling Pty Ltd >* De Martin & Gasparini Pty Ltd >* De Martin & Gasparini Concrete Placers Pty Ltd* De Martin & Gasparini Pumping Pty Ltd* De Martin & Gasparini Contractors Pty Ltd* Girotto Precast Pty Ltd >* Boral Construction Materials Group Ltd >* Concrite Pty Ltd >* Concrite Holdings Pty Ltd (in liquidation) Boral Resources (SA) Ltd >* Bitumax Pty Ltd >* Road Surfaces Group Pty Ltd >* Boral Formwork and Scaffolding Pty Ltd >* Alsafe Premix Concrete Pty Ltd >* Boral transport Ltd >* 124 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 32. controlled entities (continued) Leo N. Dunn & Sons Pty Ltd (in liquidation)* Boral Corporate Services Pty Ltd Bitupave Ltd >* Boral Resources (Country) Pty Ltd >* MLOP Pty Ltd (in liquidation) Bayview Pty Ltd* Dandenong Quarries Pty Ltd* Mount Lyell Investments Ltd (in liquidation)** Boral Insurance Pty Ltd Boral Johns Perry Ltd (in liquidation) Boral Concrete Products Pty Ltd (in liquidation)** Allen taylor & Company Ltd >* Oberon Softwood Holdings Pty Ltd >* Duncan’s Holding Ltd >* Boral Bricks Pty Ltd >* Boral Masonry Ltd >* Boral Hollostone Masonry (South Aust) Pty Ltd >* Boral Montoro Pty Ltd >* Boral Windows Systems Ltd >* Dowell Australia Ltd (in liquidation) Boral Windows Pty Ltd (in liquidation)** Sawmillers Exports Pty Ltd >* Boral Shared Business Services Pty Ltd >* Boral Building Products Ltd >* Midland Brick Company Pty Ltd >* Boral B Products Pty Ltd (in liquidation) ** Beneficial ownership by consolidated entity 2010 % Consolidated entity 2009 % Country of incorporation 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 100 100 100 100 100 100 100 – 100 100 – 100 100 100 100 100 100 100 100 100 – 100 100 100 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 > Granted relief by the Australian Securities and Investments Commission from specified accounting requirements in accordance with Class Order (refer note 36). * Entered into cross guarantee with Boral Limited (refer note 36). ** Deregistered during the year. All the shares held by Boral Limited in controlled entities are ordinary shares. Boral Limited Annual Report 2010 125 33. related party disclosures controLLeD entItIeS Interests held in controlled entities are set out in note 32. aSSocIateD entItIeS Interests held in associated entities are set out in note 12. the business activities of a number of these entities are conducted under joint venture arrangements. Associated entities conduct business transactions with various controlled entities. Such transactions include purchases and sales of certain products, dividends and interest. All such transactions are conducted on the basis of normal commercial terms and conditions. DIrector tranSactIonS wIth the group transactions entered into during the year with Directors of Boral Limited and the Group are within normal employee, customer or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances on an arm’s length basis and include: – the receipt of dividends from Boral Limited; – participation in the Senior Executive Performance Share Plan; – terms and conditions of employment; – reimbursement of expenses; and – purchases of goods and services. Mr E J Cloney was Chairman of QBE Insurance Group Limited during the year. During the year, Boral Limited and its controlled entities entered into various workers compensation insurance arrangements with controlled entities of QBE Insurance Group Limited on terms and conditions no more favourable than those available on an arm’s length basis. Dr E J Doyle is a Director of OneSteel Limited. During the year, Boral Limited and its controlled entities purchased steel from OneSteel Limited on terms and conditions no more favourable than those available on an arm’s length basis. Dr R L Every is Chairman of Wesfarmers Limited. During the year, the Group supplied timber and other products to and purchased products and services from the Wesfarmers Limited Group on terms and conditions no more favourable than those available on an arm’s length basis. Dr K J Moss is Chairman of Centennial Coal Company Limited. During the year, controlled entities of Centennial Coal Company Limited supplied coal and services to the Group’s Berrima and Maldon cement works on terms and conditions no more favourable than those available on an arm’s length basis. Mr R t Pearse is Chairman of Outward Bound Australia. During the year, Boral Limited made payments to Outward Bound Australia principally for the purchase of training courses on terms and conditions no more favourable than those available on an arm’s length basis. Mr P A Rayner is a Director of Qantas Airways Limited. During the year, Boral Limited and its controlled entities purchased flights and other travel services from Qantas Airways Limited on terms and conditions no more favourable than those available on an arm’s length basis. Mr M W Selway was a Director of Lend Lease Corporation Ltd during the year. During the year, Boral Limited and its controlled entities supplied products to the Lend Lease Group on terms and conditions no more favourable than those available on an arm’s length basis. Dr J R Williams is a Director of Origin Energy Limited. During the year, Boral Limited and its controlled entities purchased energy supplies from controlled entities of Origin Energy Limited on terms and conditions no more favourable than those available on an arm’s length basis. 126 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 34. notes to cash flow statement (i) Cash includes cash on hand, at bank and short-term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Cash and cash equivalents (ii) Reconciliation of net profit/(loss) to net cash provided by operating activities: Net profit/(loss) Adjustments for non-cash items: Depreciation and amortisation Gain on sale of assets Gain on sale of investments Impairment of assets Share-based payment expense Non-cash equity income Net cash provided by operating activities before change in assets and liabilities Changes in assets and liabilities net of effects from acquisitions/disposals – Receivables – Inventories – Payables – Provisions – Other Net cash provided by operating activities (iii) the following non-cash financing and investing activities have not been included in the cash flow statements: CONSOLIDAtED Note 2010 $ millions 2009 $ millions 9 157.0 157.0 100.5 100.5 (89.3) 142.2 252.6 (16.9) – 247.9 8.9 48.1 451.3 (27.4) 18.3 33.5 (37.6) 21.0 459.1 263.3 (13.5) (38.3) 69.4 10.9 32.8 466.8 145.1 (15.2) (93.6) (64.7) (19.6) 418.8 Dividends reinvested under the dividend reinvestment plan 31.9 49.7 (iv) Details of credit standby arrangements and loan facilities are included in note 27. Boral Limited Annual Report 2010 127 BORAL LIMItED 2010 $ millions 2009 $ millions 69.0 7.4 76.4 137.1 (182.5) (45.4) 6,428.7 6,251.2 568.5 601.2 6,997.2 6,852.4 3,565.5 3,216.2 703.6 4,269.1 2,728.1 951.7 4,167.9 2,684.5 1,724.0 1,691.4 38.1 966.0 22.2 970.9 2,728.1 2,684.5 8.4 8.4 8.4 8.4 For the year ended 30 June 35. parent entity disclosures result of the parent entity Profit after tax Other comprehensive income after tax total comprehensive income for the period financial position of parent entity Current assets Non-current assets total assets Current liabilities Non-current liabilities total liabilities net assets Issued capital Reserves Retained earnings total equity parent entity contingencies Details of contingent liabilities and contingent assets where the probability of future payments/receipts is not considered remote are set out below. Unsecured contingent liabilities: Bank guarantees 128 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 35. parent entity disclosures (continued) parent entity contingencies (continued) the Company has given to its bankers letters of responsibility in respect of accommodation provided from time to time by the banks to controlled entities. Certain entities within the Company are subject to various lawsuits and claims in the ordinary course of business. Consistent with other companies of the size and diversity of Boral, the Company is the subject of periodic information requests, investigations and audit activity by the Australian taxation Office (AtO) and taxation authorities in other jurisdictions in which Boral operates. A deed was entered into at the time of the demerger which contained certain indemnities and other agreements between the Company and Origin Energy Limited (Origin) and their respective controlled entities covering the transfer of the businesses, investments, tax, other liabilities, debt and assets of the Company and some temporary shared arrangements. A number of matters were resolved with both the Australian and United States taxation authorities which are likely to give rise to claims by the Group under the demerger deed. A settlement has been reached with the AtO in relation to this matter. As the settlement resulted in a payment to the AtO, Origin is likely to rely on indemnities contained in the demerger deed. the Company has considered all of the above claims and, where appropriate, sought independent advice and believes it holds appropriate provisions. parent entity guarantees in respect of debts of its subsidiaries Under the terms of ASIC Class Order 98/1418, certain wholly owned controlled entities have been granted relief from the requirement to prepare audited financial reports. the Company has entered into an approved deed of indemnity for the cross-guarantee of liabilities with those controlled entities identified in note 32. parent entity capital commitments the parent entity does not have any capital commitments for acquisition of property plant and equipment at 30 June 2010 (2009: nil). Boral Limited Annual Report 2010 129 36. Deed of cross guarantee the following consolidated statement of comprehensive income and balance sheet comprises Boral Limited and its controlled entities which are party to the Deed of Cross Guarantee (refer note 32), after eliminating all transactions between parties to the Deed. Statement of comprehenSIve Income continuing operations Revenue profit/(loss) before income tax expense Income tax (expense)/benefit profit/(loss) from continuing operations Discontinued operations Profit/(loss) from discontinued operations (net of income tax) net profit/(loss) other comprehensive income Actuarial gain/(loss) on defined benefit plans Exchange differences from translation of foreign operations taken to equity Fair value adjustment on cash flow hedges Fair value adjustment on available for sale financial assets Income tax relating to components of other comprehensive income total comprehensive income attributable to: Members of the parent entity Non-controlling interest reconciliation of movements in retained earnings Retained earnings at the beginning of the year Net profit attributable to members of the parent entity Retained earnings of controlled entities added/(removed) from cross guarantee group Dividends recognised during the year Actuarial gain/(loss) on defined benefit plans, net of tax retained earnings at the end of the year CONSOLIDAtED 2010 $ millions 2009 $ millions 3,893.5 4,214.8 203.6 (75.4) 128.2 (71.8) 56.4 0.5 11.6 10.7 – (3.4) 75.8 75.8 – 75.8 271.2 35.6 306.8 (21.1) 285.7 (20.2) 21.0 (20.6) (237.2) 83.5 112.2 112.5 (0.3) 112.2 1,383.1 1,263.2 56.4 – (74.3) 0.3 285.7 (8.1) (143.6) (14.1) 1,365.5 1,383.1 130 Boral Limited Annual Report 2010 Notes to the FINaNcIal statemeNts Boral Limited and Controlled Entities 36. Deed of cross guarantee (continued) BaLance Sheet current aSSetS Cash and cash equivalents Receivables Inventories Other Assets classified as held for sale totaL current aSSetS non-current aSSetS Receivables Inventories Investments accounted for using the equity method Other financial assets Property, plant and equipment Intangible assets Other totaL non-current aSSetS totaL aSSetS current LIaBILItIeS Payables Interest bearing loans and borrowings Current tax liabilities Provisions Liabilities classified as held for sale totaL current LIaBILItIeS non-current LIaBILItIeS Payables Interest bearing loans and borrowings Deferred tax liabilities Provisions totaL non-current LIaBILItIeS totaL LIaBILItIeS net aSSetS equIty Issued capital Reserves Retained earnings totaL equIty CONSOLIDAtED 2010 $ millions 2009 $ millions 114.7 636.5 449.6 55.8 59.5 – 32.5 687.0 518.8 62.0 1,316.1 1,300.3 106.3 87.6 141.5 2,294.4 2,309.9 112.6 61.7 5,114.0 6,430.1 70.7 61.7 198.5 2,437.4 2,512.6 134.2 74.6 5,489.7 6,790.0 1,534.3 1,684.8 16.4 101.1 220.0 9.9 – 19.2 88.2 175.1 1,881.7 1,967.3 22.1 33.3 1,272.1 1,549.0 120.1 49.4 1,463.7 3,345.4 152.5 46.2 1,781.0 3,748.3 3,084.7 3,041.7 1,724.0 1,691.4 (4.8) (32.8) 1,365.5 3,084.7 1,383.1 3,041.7 Boral Limited Annual Report 2010 131 37. Subsequent events (i) acquisition During July 2010 the Group acquired the remaining 50% interest in MonierLifetile for US$75 million which approximated the net asset value as at 30 June 2010. (ii) capital raising During July the Group announced a capital raising of approximately $490 million before costs. the capital raising consisted of a 1 for 5 accelerated renounceable entitlement offer at an offer price of $4.10 per share. the capital raising resulted in the issue of 68,332,173 ordinary shares under the Institutional Entitlement offer and 51,568,446 ordinary shares under the Retail Entitlement offer. (iii) Disposal of businesses In August 2010 the Group announced the disposal of its Scaffolding and Precast Panels businesses for consideration of around $50 million which approximated the carrying value of net assets as at 30 June 2010. Refer to note 5 for further details. 132 Boral Limited Annual Report 2010 statutory statemeNts Boral Limited and Controlled Entities Directors’ Declaration 1. In the opinion of the Directors of Boral Limited: (a) the consolidated financial statements and notes set out on pages 62 to 131 and the Remuneration Report in the Directors’ Report, set out on pages 45 to 60, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2010 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. 2. there are reasonable grounds to believe that Boral Limited and the controlled entities identified in note 32 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 between Boral Limited and those controlled entities pursuant to ASIC Class Order 98/1418. 3. the Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2010. 4. the Directors draw attention to note 1 to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: Bob every Director mark Selway Director Sydney, 3 September 2010 Boral Limited Annual Report 2010 133 Independent auditor’s report to the members of Boral Limited report on the financial report We have audited the accompanying financial report of the Group comprising Boral Limited (the “Company”) and the entities it controlled at the year’s end or from time to time during the financial year , which comprises the balance sheet as at 30 June 2010, and income statement and statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a description of significant accounting policies and other explanatory notes 1 to 37 and the Directors’ Declaration. Directors’ responsibility for the financial report the Directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. this responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 1, the Directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. these Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. the procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2010 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1. report on the remuneration report We have audited the Remuneration Report included in clause 19 of the Directors’ Report for the year ended 30 June 2010. 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 auditing standards. Auditor’s opinion In our opinion, the remuneration report of Boral Limited for the year ended 30 June 2010, complies with Section 300A of the Corporations Act 2001. Kpmg Sydney 3 September 2010 David rogers Partner 134 Boral Limited Annual Report 2010 shareholder INFormatIoN Boral Limited and Controlled Entities Shareholder communications Enquiries or notifications by shareholders regarding their shareholdings or dividends should be directed to Boral’s share registry: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Hand deliveries to: Level 12, 680 George Street, Sydney NSW 2000 telephone (02) 8280 7133 International +61 2 8280 7133 Facsimile (02) 9287 0303 International +61 2 9287 0303 Shareholders can also send questions to the share registry via email. Internet www.linkmarketservices.com.au email registrars@linkmarketservices.com.au online services you can access information and update information about your holdings in Boral Limited via the Internet by visiting Link Market Services’ website www.linkmarketservices.com.au or Boral’s website www.boral.com.au Some of the services available online include: check current and previous holding balances, choose your preferred Annual Report option, update address details, update bank details, confirm whether you have lodged your tFN, ABN or exemption, check the share prices and graphs or download a variety of forms. Dividends the final dividend for the 2009/10 year of 6.5 cents per share will be paid by Boral on 28 September 2010. the dividend will be fully franked. Dividend reinvestment plan (Drp) As an alternative to receiving cash dividends, shareholders may elect to participate in the DRP. the DRP enables shareholders to use cash dividends to acquire additional fully paid Boral shares. If a shareholder wishes to participate in the DRP or alter their participation, they must notify the share registry in writing. DRP election forms can be obtained by contacting Link Market Services. Features of the DRP can be found on Boral’s website. tax file number, australian Business number (aBn) or exemption you are strongly advised to lodge your tFN, ABN or exemption. If you choose not to lodge these details with the share registry, then Boral Limited is obliged to deduct tax at the highest marginal rate (plus the Medicare levy) from the unfranked portion of any dividend payment. Certain pensioners are exempt from supplying their tFNs. you can confirm whether you have lodged your tFN, ABN or exemption via the Internet at www.linkmarketservices.com.au Shareholders are reminded to bank dividend cheques as soon as possible. Dividend cheques that are not banked are required to be handed over to the State trustee under the Unclaimed Monies Act. If you wish your dividends to be paid directly to a bank, building society or credit union account in Australia or New Zealand, contact the share registry or visit their website at www.linkmarketservices.com.au for an application form. the payments are electronically credited on the dividend payment date and confirmed by payment advices mailed to the shareholder’s registered address. All instructions received remain in force until amended or cancelled in writing. uncertificated forms of shareholding two forms of uncertificated holdings are available to Boral shareholders: Issuer Sponsored holdings: this type of holding is sponsored by Boral and provides shareholders with the advantages of uncertificated holdings without the need to be sponsored by any particular stockbroker. Broker Sponsored holdings (cheSS): Shareholders may arrange to be sponsored by a stockbroker (or certain other financial institutions) and are required to sign a sponsorship agreement appointing the sponsor as their “controlling participant” for the purposes of CHESS. this type of holding is likely to attract regular stock market traders or those shareholders who have their share portfolio managed by a stockbroker. Holding statements are issued to shareholders not later than five business days after the end of any month in which transactions alter the balance of a holding. Shareholders requiring replacement holding statements should be directed to their controlling participant. Shareholders communicating with the share registry should have to hand their Security Holder Reference Number (SRN) or Holder Identification Number (HIN) as it appears on the Issuer Sponsored/CHESS holding statements or dividend advices. For security reasons, shareholders should keep their Security Holder Reference Numbers confidential. annual report mailing list Shareholders (whether Issuer or Broker Sponsored) not wishing to receive the Annual Report should advise the share registry in writing so that their names can be removed from the mailing list. Shareholders are also able to update their preference via the Link Market Services or Boral websites. Unless shareholders have advised the share registry that they require no Annual Report or the full Annual Report, they will be sent the Shareholder Review. Alternatively, shareholders can nominate to receive email notification of the release of the Annual Report and then access it via a link. the share registry can provide forms for making annual report delivery elections. change of address Shareholders who are Issuer Sponsored should notify any change of address to the share registry promptly. this can be done via the Link Market Services website or in writing quoting their Security Holder Reference Number, previous address and new address. Application forms for Change of Address are also available for download via the Link Market Services or Boral websites. Broker Sponsored (CHESS) holders must advise their sponsoring broker of the change. Information on Boral Boral has a comprehensive Internet site featuring news items, announcements, corporate information and a wide range of product and service information. Boral’s Internet address is www.boral.com.au the Annual Report is the main source of information for shareholders. Other sources of information include: February – the interim results announcement for the December half year. August – the annual results announcement for the year ended 30 June. November – the Annual General Meeting. shareholder INFormatIoN Boral Limited and Controlled Entities Boral Limited Annual Report 2010 135 Distribution Schedule of Shareholders as at 30 August 2010 Size of shareholding (a) in the categories – 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over (b) holding less than a marketable parcel (113 shares) Number of shareholders % of ordinary shares 39,208 32,579 5,888 3,411 146 81,232 6,665 2.50 10.42 5.77 9.77 71.54 100.00 0.04 Voting Rights – Ordinary Shares On a show of hands every person present, who is a member or proxy, attorney or representative of a member, shall have one vote and on a poll every member who is present in person or by proxy, attorney or representative shall have one vote for each share held by him or her. On-Market Buy Back there is no current on-market buy-back of ordinary shares. Twenty Largest Shareholders as at 30 August 2010 Ordinary shares shares % of ordinary AMP Life Limited National Nominees Limited 1 HSBC Custody Nominees (Australia) Limited 2 JP Morgan Nominees Australia 3 Citicorp Nominees Pty Limited 4 Cogent Nominees Pty Limited 5 6 ANZ Nominees Limited 7 Warbont Nominees Pty Ltd 8 9 Merrill Lynch (Australia) Nominees Pty Limited 10 CS Fourth Nominees Pty Ltd 11 Citicorp Nominees Pty Limited 12 FEtA Nominees Pty Limited 13 Cogent Nominees Pty Limited 14 ANZ Nominees Limited 15 Australian Reward Investment Alliance 16 Bainpro Nominees Pty Limited 17 Australian Foundation Investment Company Limited 18 Cogent Nominees Pty Limited 19 Equitas Nominees Pty Limited 20 HSBC Custody Nominees (Australia) Limited – GSCO ECA 109,344,084 108,274,650 88,216,070 34,389,367 19,317,377 9,461,348 9,265,453 8,564,379 7,876,115 7,508,077 7,345,347 7,011,177 6,275,000 5,657,424 5,415,254 5,411,742 4,572,472 4,143,877 3,489,345 3,375,521 15.21% 15.06% 12.27% 4.78% 2.69% 1.32% 1.29% 1.19% 1.10% 1.04% 1.02% 0.98% 0.87% 0.79% 0.75% 0.75% 0.64% 0.58% 0.49% 0.47% Requests for publications and other enquiries about Boral’s affairs should be addressed to: the Manager, Corporate Affairs Boral Limited GPO Box 910 Sydney NSW 2001 Enquiries can also be made via email: info@boral.com.au or visit Boral’s website at www.boral.com.au Share trading and price Boral shares are traded on the Australian Securities Exchange Limited (ASx). the stock code under which they are traded is “BLD” and the details of trading activity are published in most daily newspapers under that abbreviation. Share sale facility A means for Issuer Sponsored shareholders, particularly small shareholders, to sell their entire Boral shareholding is to use the share registry’s sale facility by contacting Link Market Services’ Share Sale Centre on (02) 8280 7133. american depositary receipts In the USA, Boral shares are traded in the over-the-counter market in the form of ADRs issued by the depositary, the Bank of New york. Each ADR represents four ordinary Boral shares. Share Information as at 30 august 2010 Substantial Shareholders National Australia Bank, by a notice of initial substantial holder dated 2 September 2010, advised that it and its associates were entitled to 68,247,213 ordinary shares (effective 30 August 2010). Commonwealth Bank of Australia, by a notice of initial substantial holder dated 1 September 2010, advised that it and its associates were entitled to 36,089,693 ordinary shares (effective 27 August 2010). Ausbil Dexia, by a notice of change of interests of substantial holder dated 23 July 2010, advised that it and its associates were entitled to 48,254,293 ordinary shares. Balanced Equity Management, by a notice of change of interests of substantial holder dated 13 July 2010, advised that it and its associates were entitled to 41,365,899 ordinary shares. 136 Boral Limited Annual Report 2010 FINaNcIal hIstory Boral Limited and Controlled Entities 451 189 262 39 301 (70) 232 (78) – As at 30 June Revenue Earnings before interest, tax, depreciation and amortisation (EBItDA)1 Depreciation and amortisation Earnings before interest and tax1 2010 2001 $ millions $ millions $ millions $ millions $ millions $ millions $ millions $ millions $ millions $ millions 2007 2009 2002 2005 2006 2003 2008 2004 4,599 4,875 5,199 4,909 4,767 4,305 4,150 3,831 3,489 3,280 505 253 252 539 263 276 688 240 448 762 231 531 823 209 614 794 191 603 794 195 600 672 194 478 531 188 343 Profit/(loss) from disposal of businesses – – – – – – – – – Profit before interest and tax1 252 276 448 531 614 603 600 478 343 Net financing costs1 Profit before tax1 Income tax expense1 Non–controlling interest Net profit after tax1 (97) (127) (112) (111) (98) (71) (66) (68) (63) 155 (22) (1) 149 336 420 516 532 534 410 280 (17) – (90) (122) (153) (162) (163) (126) 1 – – (1) (1) (1) (87) – 132 131 247 298 362 370 370 283 192 153 Significant items – net of tax (222) 11 (4) – – – – – – – Net profit attributable to members of Boral Limited (91) 142 243 298 362 370 370 283 192 153 total assets total liabilities Net assets 5,209 5,491 5,895 5,817 5,587 5,001 4,511 4,038 3,915 3,950 2,583 2,738 2,985 2,829 2,832 2,594 2,151 1,898 1,966 2,096 2,626 2,754 2,910 2,987 2,755 2,407 2,360 2,140 1,950 1,855 Shareholders’ funds 2,626 2,754 2,910 2,987 2,755 2,407 2,360 2,140 1,950 1,855 Net debt Funds employed 1,183 1,514 1,515 1,482 1,578 1,394 938 764 881 983 3,809 4,268 4,425 4,470 4,333 3,800 3,298 2,904 2,831 2,837 Dividends paid or declared 88 77 202 203 200 197 175 133 109 102 Statistics Dividend per ordinary share 13.5c 13c 34c 34c 34c 34c 30c 23c 19c 18c Dividend payout ratio1 Dividend cover1 67% 59% 82% 68% 55% 53% 47% 47% 57% 67% 1.5 1.7 1.2 1.5 1.8 1.9 2.1 2.1 1.8 1.5 Earnings per ordinary share1 22.1c 22.2c 41.4c 50.0c 61.7c 63.4c 63.8c 49.1c 33.7c 27.0c Return on equity1 EBIt to sales1 EBIt to funds employed1 Net interest cover (times)1 Gearing (net debt to equity) Gearing (net debt to net debt plus equity) 5.0% 4.8% 8.5% 10.0% 13.2% 15.4% 15.7% 13.2% 9.9% 8.3% 5.5% 5.7% 8.6% 10.8% 12.9% 14.0% 14.4% 12.5% 9.8% 8.0% 6.6% 6.5% 10.1% 11.9% 14.2% 15.9% 18.2% 16.4% 12.1% 9.2% 2.6 45% 31% 2.2 55% 35% 4.0 52% 34% 4.8 50% 33% 6.3 57% 36% 8.5 58% 37% 9.1 40% 28% 7.1 36% 26% 5.4 45% 31% 4.3 53% 35% Net tangible asset backing per share $3.92 $4.12 $4.41 $4.41 $4.07 $3.57 $3.65 $3.27 $3.02 $2.89 1 Excludes the impact of significant items in 2010, 2009 and 2008. Results for the years ended 2005 to 2010 have been prepared under Australian equivalents to International Financial Reporting Standards (A-IFRS). the years prior to June 2005 represent results under previous Australian Generally Accepted Accounting Principles (AGAAP). Figures may not add due to roundings. 137 The Annual General Meeting of Boral Limited will be held at the City Recital Hall, Angel Place, Sydney on Thursday 4 November 2010 at 10.30am. Financial calendar* Ex dividend share trading commences Record date for final dividend Final dividend payable Annual General Meeting half year half year profit announcement Ex dividend share trading commences Record date for interim dividend Interim dividend payable Year end * Timing of events is subject to change. 24 August 2010 30 August 2010 28 September 2010 4 November 2010 31 December 2010 9 February 2011 18 February 2011 24 February 2011 24 March 2011 30 June 2011