Boral Limited
ABN 13 008 421 761
Level 3, 40 Mount Street, North Sydney NSW 2060
PO Box 1228, North Sydney NSW 2059
Telephone: +61 2 9220 6300
Internet: www.boral.com.au
Email: info@boral.com.au
Share Registry
c/- Link Market Services Limited
Level 12, 680 George Street, Sydney NSW 2000
Locked Bag A14
Sydney South NSW 1235
Telephone: +61 1300 730 644
Internet: www.linkmarketservices.com.au
Email: boral@linkmarketservices.com.au
BORAL
ANNUAL
REPORT
B
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Boral Limited
Annual Report
for the year ended
30 June 2014
2014
Boral Limited
ABN 13 008 421 761
The Annual General Meeting of
Boral Limited will be held at the City
Recital Hall, Angel Place, Sydney,
on Thursday 6 November 2014 at
10.30am.
Financial Calendar
Record date for final dividend
4 September 2014
Final dividend payable
Annual General Meeting
Half year end
26 September 2014
6 November 2014
31 December 2014
Half year results announcement
11 February 2015*
Ex dividend share trading commences
17 February 2015*
Record date for interim dividend
19 February 2015*
Interim dividend payable
Year end
* Timing of events is subject to change.
13 March 2015*
30 June 2015
FINANCIAL
HISTORY
Financial History
Boral Limited and Controlled Entities
30 June
Revenue
Earnings before interest,
tax, depreciation and
amortisation (EBITDA) 1
Depreciation and amortisation
Earnings before interest
and tax 1
Net financing costs 1
Profit before tax 1
Income tax expense 1
261
294
(83)
211
(37)
291
228
(97)
130
(20)
Non-controlling interests
(3)
(6)
Net profit after tax 1
Significant items – net of tax
Net profit/(loss) attributable
to members of Boral Limited
Total assets
Total liabilities
Net assets
Shareholders’ funds
Net debt
Funds employed
171
2
173
5,559
2,211
3,348
3,348
718
4,066
104
(316)
(212)
6,316
2,923
3,394
3,394
1,446
4,840
Dividends paid or declared
117
85
Statistics
2014
$ millions
2013
$ millions
2012
$ millions
2011
$ millions
2010
$ millions
2009
$ millions
2008
$ millions
2007
$ millions
2006
$ millions
2005
$ millions
5,204
5,286
5,010
4,711
4,599
4,875
5,199
4,909
4,767
4,305
556
519
473
522
505
539
688
762
823
794
273
200
(88)
111
(9)
(1)
101
75
177
245
277
(64)
213
(40)
2
175
(8)
168
253
252
(97)
155
(22)
(1)
132
(222)
(91)
6,499
3,096
3,403
3,403
1,518
4,921
82
5,668
2,512
3,156
3,156
505
3,662
105
5,209
2,583
2,626
2,626
1,183
3,809
88
263
276
(127)
149
(17)
–
131
11
142
5,491
2,738
2,754
2,754
1,514
4,268
77
13c
59%
1.7
240
448
(112)
336
(90)
1
247
(4)
243
5,895
2,985
2,910
2,910
1,515
4,425
202
34c
82%
1.2
231
531
(111)
420
(122)
–
298
–
298
5,817
2,829
2,987
2,987
1,482
4,470
203
34c
68%
1.5
209
614
(98)
516
(153)
–
362
–
362
5,587
2,832
2,755
2,755
1,578
4,333
200
34c
55%
1.8
191
603
(71)
532
(162)
(1)
370
–
370
5,001
2,594
2,407
2,407
1,394
3,800
197
34c
53%
1.9
Dividend per ordinary share
15.0
11.0c
11.0c
14.5c
13.5c
Dividend payout ratio 1
Dividend cover 1
68%
1.5
81%
1.2
81%
1.2
60%
1.7
67%
1.5
Earnings per ordinary share 1
22.0c
13.6c
13.6c
24.4c
22.1c
22.2c
41.4c
50.0c
61.7c
63.4c
Return on equity 1
EBIT to sales 1
EBIT to funds employed 1
ROFE 2 (EBIT to average
funds employed 1)
Net interest cover (times) 1
Gearing (net debt to equity)
Gearing (net debt to net
debt plus equity)
Net tangible asset backing
per share
5.1%
5.7%
7.2%
6.6%
3.5
21%
18%
3.2%
4.3%
4.7%
4.7%
2.3
43%
30%
3.0%
4.0%
4.1%
4.7%
2.3
45%
31%
5.6%
5.9%
7.6%
7.4%
4.4
16%
14%
5.0%
5.5%
6.6%
6.2%
2.6
45%
31%
4.8%
5.7%
8.5% 10.0% 13.2% 15.4%
8.6% 10.8% 12.9% 14.0%
6.5% 10.1% 11.9% 14.2% 15.9%
6.3% 10.1% 12.1% 15.1% 17.0%
2.2
55%
35%
4.0
52%
34%
4.8
50%
33%
6.3
57%
36%
8.5
58%
37%
$4.03
$3.17
$3.31
$3.91
$3.92
$4.12
$4.41
$4.41
$4.07
$3.57
Excludes the impact of significant items in 2014, 2013, 2012, 2011, 2010, 2009 and 2008.
Refer to the 2014 Remuneration Report for a discussion of how ROFE will be used as an additional performance hurdle under the Company’s long-term incentive plan.
1
2
Results for the years ended 2005 to 2014 have been prepared under Australian equivalents to International Financial Reporting Standards (A-IFRS).
Figures may not add due to rounding.
Boral Limited Annual Report 2014 129
Boral Limited
Annual Report
For the year ended 30 June 2014
Chairman’s Review
Chief Executive’s Review
Financial Review
Divisional Performance
Sustainability Overview
Executive Committee
Board of Directors
Corporate Governance
Directors’ Report
2014 Remuneration Report
Financial Statements
Statutory Statements
Shareholder Information
Financial History
2
4
6
10
18
24
25
26
35
42
58
124
126
129
Non-IFRS information
EBIT before significant items and net profit after tax before
significant items are non-IFRS measures used to provide a
greater understanding of the underlying performance of the
Group. This information has been extracted or derived from the
financial statements. Significant items are detailed in note 4 to the
financial statements and relate to income and expenses that are
associated with significant business restructuring, impairment or
individual transactions.
The sections of our Annual Report titled Chairman’s Review,
Chief Executive’s Review, Financial Review and Divisional
Performance comprise our operating and financial review
(OFR) and form part of the Directors’ Report.
Boral Limited Annual Report 2014 1
CHAIRMAN’S
REVIEW
From the
Chairman
With benefits from recent restructuring
and improvement initiatives, together
with better conditions in some key
markets, Boral has delivered a stronger
result in FY2014 and has made
encouraging progress against our
strategic priorities.
Dr Bob Every AO, Chairman
Australian housing and non-residential construction markets
have picked up from recent cyclical lows, while Asian markets
continue to grow and the US housing recovery continues, albeit
at a slower than expected rate in FY2014.
Together with Boral’s restructured business, these factors have
contributed to a significant improvement in the Company’s full
year performance, with reported net profit after tax of $173m
(after significant items); up from last year’s net after tax loss of
$212m. Boral’s profit after tax (before significant items) of $171m
was a 64% improvement on the prior year.
This positive turnaround in profit demonstrates the important
progress that has been made to deliver Boral’s strategic
priorities over the past 24 months – that is, a focus on fixing
the business by reshaping the portfolio and managing costs,
cash and capital.
Strengthened financial and business performance
A number of rationalisation and portfolio reshaping initiatives
occurred in FY2014 in response to changing market dynamics,
strengthening Boral’s long-term growth potential. This includes
the milestone formation of the USG Boral plasterboard and
ceilings joint venture, establishing a strong growth platform
underpinned by world-leading gypsum technologies and leading
market positions. Additional portfolio realignment in Building
Products, Boral USA and Construction Materials & Cement
contributed significantly to earnings improvements across the
business.
1 Excluding significant items
2 Boral Limited Annual Report 2014
Cost savings from overhead reductions, rationalisation and
contractor cost reductions totalled $130m at the end of FY2014.
A strong focus on cash generation and a highly disciplined
approach to capital expenditure was maintained, which,
together with $562m of proceeds received on completion of the
USG Boral joint venture transaction, allowed the Company to
successfully reduce net debt to $718m at year end from $1.45b
at 30 June 2013.
Earnings before interest and tax (EBIT1) of $294m was 29%
ahead of the prior year, with the positive change driven by the
strength of Construction Materials & Cement, a substantial
turnaround in Building Products performance and a significant
reduction of losses in Boral USA.
The improved performance resulted in a 62% increase in
underlying earnings per share to 22.0 cents per share, and
provided the confidence for the Board to declare a final dividend
of 8.0 cents per share for a full year fully franked dividend of 15.0
cents per share, representing a payout ratio of 68%.
There were a number of significant items in FY2014, totalling a
net $2m gain, including gains from the completion of the USG
Boral joint venture, offset by costs of additional restructuring and
capacity rationalisation across the business divisions.
Improvements across all divisions
Boral’s largest division, Construction Materials & Cement,
experienced continued strength in underlying performance as it
further consolidated its leading integrated positions. Prior year
restructuring benefits and ongoing major projects activity
contributed to the strong result, which was offset by lower
Property earnings in FY2014 and weaker activity in roads,
highways and engineering.
The smaller Building Products division reported a significant
$48m EBIT turnaround to a small profit, largely due to
rationalisation and restructuring of the business and increasing
activity in the Australian housing market. While the return to
profitability is pleasing, further portfolio reshaping in Building
Products will be required to deliver adequate returns in the
medium-to-long term.
Boral Gypsum earnings were impacted by four months of equity
accounted 50%-owned USG Boral joint venture contribution,
although the underlying business remains in a strong position
due to ongoing market growth in our Asian regions and strength
in Australia. The introduction of USG adjacent products and
NextGen technologies to the portfolio will further underpin
growth in this division.
Restructuring and the continued US housing market recovery
contributed to Boral USA achieving a 40% reduction of losses in
FY2014, despite a slower than expected rate of US housing
starts. The US business broke through to profitability in the last
quarter of the year and we expect this positive momentum to
build as the housing market continues to recover.
The improved performance of Boral’s businesses has increased
the overall EBIT1 return on funds employed (ROFE) to 7.2% from
4.7% in FY2013, although there is a considerable amount of
work yet to be done to reach our long-term target of 15% ROFE.
Boral continues to improve its safety performance, reporting a
22% improvement in the recordable injury frequency rate in
FY2014 and a steady result in the lost time injury frequency rate.
Focus on strategic priorities in FY2015
Coming off recent cyclical lows in a much improved position,
Boral is now a more streamlined and responsive business with a
stronger balance sheet. The Company is ready to capitalise on
improving housing markets in Australia, continued market
growth in Asia and the major market recovery in the USA.
We are seeing clear benefits being delivered from the
Company’s disciplined and focused approach to our strategic
priorities. But Boral’s immediate focus remains on managing
costs, margins, capital and cash, particularly in the face of
inflationary headwinds. This means realising and maintaining
the full $150m of benefits from the cost reduction programs
undertaken in FY2013 and FY2014 and delivering additional
savings from programs underway in Boral USA, USG Boral
and Boral Construction Materials. It also means maintaining a
balanced level of capital expenditure and a continued focus on
cash generation across the business to maintain Boral’s strong
balance sheet.
In the medium term, we will continue to improve the way Boral
operates, targeting greater efficiency, discipline and profitability
ahead of our longer-term goals to reduce fixed cost exposures
through the cycle, leverage innovation and create a more
geographically balanced portfolio to deliver significant
shareholder value and achieve our long-term 15% ROFE target.
The Board
As announced at last year’s Annual General Meeting (AGM),
long-standing non-executive Director Richard Longes will retire
from the Board at the end of Boral’s 2014 AGM. Richard's
knowledge and experience in commercial and legal matters has
been of great value to me and all the Board over the 10 years of
service. I would especially like to thank him for his help and
support during my time as Chairman.
Following the Board’s recent selection process for a replacement
Director, I am pleased to welcome Kathryn Fagg as a new
non-executive Director. Kathryn brings extensive senior executive
experience across a range of industries in Australia and Asia,
including logistics, manufacturing, resources and banking – and
is also a board member of the Reserve Bank of Australia and a
director of Incitec Pivot Limited and Djerriwarrh Investments
Limited. We look forward to Kathryn’s input on Boral’s Board.
Thank you
It is pleasing to see the significant progress being made to
transform Boral. On behalf of the Board, I thank all employees for
their contribution to the improved performance of the Company
under the leadership of Mike Kane and his executive team.
We are confident that Boral has the right team, strategy and
structures in place to continue to transform itself into a global
building and construction materials company that is known for its
world leading safety performance, innovative product platforms
and superior returns on shareholders’ funds. I look forward to
reporting to our valued shareholders on Boral’s further progress
in the coming year.
Dr Bob Every AO
Chairman
Boral Limited Annual Report 2014 3
CHIEF EXECUTIVE’S
REVIEW
In conversation
with Mike Kane
I am pleased with the progress we are
making to transform Boral into a high
performing company with sustainable
growth.
Mike Kane, CEO & Managing Director
QUESTION: What were the highlights of Boral’s FY2014
result?
Q: Some of Boral’s businesses are still delivering low returns.
What’s being done to improve their results?
MIKE KANE: For me, there were five key highlights in our
FY2014 results:
•
•
•
•
•
The significant EBIT1 contribution from Construction
Materials & Cement of $277m was a major achievement
given that Property earnings were $20m lower than last year,
the pricing environment remains challenging, and roads and
highway construction activity has softened.
The substantial $48m turnaround in Building Products
was achieved through portfolio rationalisation and business
restructuring, as well as improving housing construction
demand.
Returning to a positive EBITDA1 result in the USA for the
first time in six years, with an EBITDA of US$3m. Despite
the market recovery being slower than expected in FY2014,
Boral almost halved its US losses year-on-year to US$35m.
Completion of the $1.6b USG Boral joint venture was a
major milestone for the year, bringing together Boral’s
leading plasterboard position in Asia and Australia with
USG’s world-leading gypsum technology platform and related
product portfolio.
The very strong cash generation that saw Boral’s net
debt position more than halve in just 12 months from
$1.45b to $718m at 30 June 2014, as a result of $562m of
proceeds from the sale of the Gypsum business into the joint
venture, and a much stronger operating cash flow of $507m
compared with $309m in FY2013.
MK: We are maintaining our focus on cost reductions to offset
inflationary headwinds – particularly as pricing remains challenging
in some key markets.
Our portfolio changes will position Boral better for the long
term, and we’re improving underperforming businesses through
restructuring and other initiatives. This includes the proposed east
coast Bricks joint venture with CSR, which will allow us to realise
synergies and create a more sustainable business.
Q: The US has been challenging for the past six years.
Is there any positive news for Boral in America?
MK: Boral’s US business is a high-fixed-cost manufacturing
business. We make money in the USA when the level of
activity reaches at least 1.1 million housing starts a year.
Over the past half century, the US housing market has averaged
1.5 million housing starts per annum and, at the peak of the last
cycle, this figure was close to 2.2 million. However, the global
financial crisis saw US housing activity collapse. In FY2014,
starts increased 9% to 953,000 starts.
While conditions remain challenging, we are making progress
in the USA. In the June 2014 quarter, the US business broke
through to profitability as the summer months saw a rebound
in activity, and we are expecting to deliver a broadly break-even
result in FY2015, assuming housing starts of between 1.1 million
and 1.2 million.
The business is more efficient than ever before, with a lower cost
manufacturing base than at the peak of the last cycle, when Boral
delivered US$139m of EBIT from its US business. We are in a
strong position to exceed that level of performance at the
next peak.
1 Excluding significant items
4 Boral Limited Annual Report 2014
Q: After almost two years as CEO, are you on track with your
vision for the Company?
Q: What is the short-term outlook for Boral and where will
future growth come from?
MK: With a relentless focus on managing costs, cash and capital,
and realigning Boral’s portfolio to respond to changing external
dynamics, we have been fixing the things that have been holding
us back.
We’ve already delivered $130m of a $150m targeted cost
reduction program, and generated $251m of cash from land sales
and divestments against a two year target range of $200m to
$300m.
We have also been ensuring that we execute our business
activities with discipline, consistency and efficiency, and I am
pleased with the progress we are making.
We are on our way to guiding Boral to secure long-term
sustainable growth, including growth through innovation. The
formation of the USG Boral joint venture, providing access to
world leading technologies, and our Global Innovation Factory,
which is supporting the development of new lightweight
composite products, are helping to achieve this.
Q: Safety is a key priority. Why are there still injuries in Boral
workplaces?
MK: Boral remains committed to achieving a zero injury rate in
the longer term, and our safety performance has continued to
improve overall.
MK: In FY2015, Construction Materials & Cement should
continue to deliver a strong result; however, expectations could be
dampened if the inability to realise price increases continues.
We expect Building Products to approximately double its $8m
EBIT reported in FY2014 as markets continue to strengthen and
we realise further business improvement benefits.
In Boral Gypsum, there should be continued stronger underlying
performance, but for Boral our reported earnings will be lower as
a result of moving to a full year of 50% equity accounted earnings
from the USG Boral joint venture.
Our US business should deliver a broadly break-even EBIT
result in FY2015, assuming housing starts of around 1.1 million
to 1.2 million starts for the year.
Beyond FY2015, longer-term growth will come from the
continuing housing market recovery in the US, and significant
long-term market and product penetration growth in Asia.
In Australia, the objective is to strengthen Construction Materials
& Cement, protecting the division’s leading integrated positions,
growing margins and continuing to grow Boral’s major project
capability.
Q: Boral has been participating in the Royal Commission into
Trade Union Governance and Corruption. Why?
The news is particularly positive from our US business – ending
the year with a global best-practice Lost Time Injury Frequency
Rate (LTIFR) of 0.3. For Boral as a whole, our LTIFR remained
relatively steady at 1.9, but we have delivered a 22% improvement
in the Recordable Injury Frequency Rate (RIFR) to 13.6.
MK: Since February 2013, the Construction division of the
Construction, Forestry, Mining and Energy Union (CFMEU) has run
an orchestrated campaign against Boral because we refused to
give in to demands by the union that we stop doing business with
a long-standing client, the Grocon group, in Melbourne.
While we are working hard to reduce injuries, we do not have
a perfect record. Regrettably, we had a work related fatality in
FY2014 – a truck driver contracted to Boral died from injuries
sustained when his vehicle left the road when descending an
incline. Although Boral’s long-term safety performance in transport
fatalities is consistently better than the national average, it is where
we are at risk of having our most serious accidents, and therefore
transport safety remains a key area of focus.
Q: What are the biggest challenges Boral faces over the
next few years?
MK: A number of our markets are highly competitive with
difficult pricing environments, particularly in Construction
Materials & Cement.
Delivering acceptable returns from our Building Products business
in Australia also remains a challenge. The Australian Bricks
business has faced a major decline in demand over the past
30 years, but the proposed east coast Bricks joint venture with
CSR will drive efficiencies across the combined operations,
enabling Boral to realise acceptable returns for our Bricks business.
Over that time, our trucks have been stopped, our people
intimidated and many of our customers in Victoria have had a
“friendly visit” from union officials warning them, essentially, not to
do business with us. Many clients have refused to toe the union’s
line, for which we are grateful, but it’s difficult for small operators.
So far, this unlawful secondary boycott has cost you – our
shareholders – around $10m in lost EBIT, including legal fees.
We have gone to the Australian Competition and Consumer
Commission (ACCC) and to Fair Work Australia. We have taken
the union to court – and won our case. We have asked the
Federal and State Governments for help. And we have presented
our case to the Royal Commission into Trade Union Governance
and Corruption, detailing the campaign against Boral.
Boral is not anti-union. In fact, we work closely with our
employees and the various unions that represent them.
We should be allowed to continue to carry out our business
without this unlawful campaign.
You can see my personal submission to the Royal Commission
posted under “News & Announcements” at www.boral.com.au
Boral Limited Annual Report 2014 5
FINANCIAL
REVIEW
Financial
review
Ongoing portfolio restructuring activities
have strengthened the Group’s financial
position.
The Group’s earnings before interest, tax and significant items
increased to $294.2m, up 29% from $227.8m in FY2013,
reflecting improved trading results from operations in both
Australia and the USA.
The Construction Materials & Cement division generated
earnings before interest and tax (EBIT1) of $276.6m in FY2014,
which compares to $280.7m in the prior year despite property
earnings being down $20m year-on-year. Improved earnings
from cement and quarries underpinned the result, with the
cement operations benefiting from the exit of clinker production
at Waurn Ponds in Victoria in the prior year and sourcing of
alternative coal supplies. In Building Products, the operations
were able to leverage improved housing demand and prior year
organisational restructuring activities to deliver a $48.3m
turnaround from a loss of $40.1m in FY2013 to an EBIT1 of
$8.2m in FY2014.
In Gypsum, the statutory results before significant items include
an EBIT1 contribution of $67.4m in respect of the trading results
for the eight months to February 2014 and an equity accounted
contribution1 of $10.1m for the remaining four months of FY2014.
Underlying results on a year-on-year proforma basis saw
revenues increase 19% on last year to $1,091m, including a
small contribution from the USG operations, and EBIT1 up 23%
on last year to $102m with strong improvements in the Australian
and Korean results.
In the USA, improved sales volumes resulted in EBIT1 losses
decreasing from A$64.2m in FY2013 to A$38.6m in FY2014.
In local currency terms, losses decreased by 46% to US$35m,
reflecting the benefit of improved housing activity.
Net underlying interest expense decreased from $97.4m in
FY2013 to $83.1m in FY2014, reflecting lower debt levels in the
second half of the year as proceeds from divestments were
applied to retire outstanding debt. Underlying interest cover1
improved from 2.3 to 3.5 times in FY2014.
The average underlying tax rate for the year increased from
15.0% in FY2013 to 17.4% in FY2014, reflecting higher Australian
earnings, lower tax free property sales, together with lower US
losses and increased equity accounted earnings.
Net profit after tax before significant items was $171.4m, a 64%
increase over the prior year. This improvement was primarily due
to a 29% increase in EBIT together with a $14.3m reduction in
interest, offset by $17.2m increase in tax expense. Reported
profit after tax of $173.3m includes the net impact of $1.9m of
significant items and compares to a loss of $212.1m in the prior
year, which included significant losses of $316.5m.
Financial performance
Improvements in housing demand in Australia and the USA,
together with the benefits of prior year restructuring activities,
assisted the Group to report improved performance during
FY2014. Although reported revenue decreased by 2% to $5.2b,
revenue from continuing operations grew by 7%, with growth
recorded in all continuing divisions. Revenue from Boral’s
Construction Materials & Cement division increased by 5%, with
revenue growth in concrete, quarries and cement partly offset
by lower asphalt revenue. In Building Products, increased
housing demand resulted in revenue lifting 5%, reflecting an
11% growth in revenue from bricks and roofing as housing
demand strengthened predominantly in New South Wales and
Western Australia.
During the year, the Group combined its Australian and Asian
Gypsum operations with USG’s Asian and Middle Eastern
operations along with USG technology into a 50/50 joint venture.
As a result, the Group’s financial statements reflect the
consolidation of 100% of the Gypsum division’s revenue and
results for the eight months to February 2014, and include equity
accounted earnings associated with the 50% interest in the new
joint venture for the period 1 March 2014 to 30 June 2014.
In the USA, the level of housing starts continued to improve
throughout the year, although growth in the second half was
slower than anticipated. Revenue from the US division of
$680.9m was up 23% over FY2013, with improved sales
volumes reported across all businesses.
6 Boral Limited Annual Report 2014
Significant items
During the year, the Group recorded an after tax significant
gain of $1.9m in respect of items that were excluded from the
underlying trading result. This relates primarily to gains and
losses arising as a result of portfolio changes and the results
of the restructuring and cost reduction activities, together with
impairment charges predominantly in the USA.
As part of the entry into the Gypsum joint venture with USG, the
Group was required to deconsolidate its existing interests in its
Gypsum subsidiaries and to recognise an equity accounted
investment in the new 50/50 Gypsum joint venture with USG.
This resulted in a net EBIT gain of $26.4m after taking into
account realisation of exchange gains included in the foreign
currency translation reserve and transaction costs. In addition,
the joint venture, as part of its organisational restructure to
combine the various Boral and USG businesses, undertook a
restructure program. Costs associated with this program
resulted in Boral recognising an equity accounted loss of $3.8m.
These activities have established an organisation that is well
positioned to deliver improved performance over the long term.
The slow recovery of housing demand in the USA has resulted
in a re-assessment of the manufacturing capacity requirements
in the US businesses. This re-assessment of future demand,
margins and capacity resulted in the impairment of the Ione clay
roof tile plant in California and the bricks paver plant in Augusta,
Georgia. In addition, in recognition of the prolonged recovery
of the USA operations, the division has undertaken further
organisational restructuring programs to lower its ongoing
cost base.
These activities have resulted in charges of $30.2m being
recorded in the year.
In June, the Group announced the closure of a small subscale
cement kiln at Maldon, New South Wales, with production
to be relocated to the Berrima facility. This closure resulted in
impairment and restructure charges of $13.8m being recorded.
This follows the closure of the Waurn Ponds kiln last year and
the move to importation of clinker to supply the Victorian market.
In response to the current market conditions, the Construction
Materials operations have completed a number of restructuring
activities predominantly focused on the Queensland region,
together with Asphalt operations in Victoria and Queensland.
In addition, the ongoing portfolio reshaping and reduction in
Group operations has resulted in further changes in respect of
the Australian shared support and IT services. These activities,
together with the Construction Materials improvement initiatives,
have resulted in charges of $17.1m being recorded.
Finally, a net EBIT loss of $4.4m has been recognised relating
predominantly to the finalisation of the sale of the windows
business in the first half of the year, together with costs
associated with the potential joint venture of the Group’s east
coast Bricks operations with CSR, which remains subject
to clearance by the Australian Competition and Consumer
Commission. An interest benefit associated with the resolution
of outstanding matters with the Australian Taxation Office of
$16.3m was also recorded during the year.
Income statement
Year ended 30 June
$ millions
Sales revenue
EBIT1
Finance costs1
Tax expense1
Non-controlling interests
Underlying net profit after tax1
Net significant items
Net profit/(loss) after tax
2014
2013
Group
Continuing
operations
Discontinued
operations
Group
Continuing
operations
Discontinued
operations
5,203.9
4,455.1
748.8
5,286.5
4,163.4
1,123.1
294.2
(83.1)
(36.8)
(2.9)
171.4
1.9
173.3
227.3
(80.7)
(15.7)
2.9
133.8
(24.6)
109.2
66.9
(2.4)
(21.1)
(5.8)
37.6
26.5
64.1
227.8
(97.4)
(19.6)
(6.4)
104.4
(316.5)
(212.1)
154.0
(92.7)
(8.8)
1.9
54.4
(321.8)
(267.4)
73.8
(4.7)
(10.8)
(8.3)
50.0
5.3
55.3
1 Before significant items. EBIT before significant items is a non-IFRS measure used to provide a greater understanding of the underlying business performance of the Group. The disclosures are
extracted or derived from the audited financial statements.
Boral Limited Annual Report 2014 7
FINANCIAL
REVIEW
Reconciliation of underlying results to reported results for FY2014
$ millions
Underlying results
Significant items
Gypsum transaction
Restructure and capacity rationalisation
USA – Bricks and Roofing
Australia – Maldon cement works
Australia – construction materials and
support services
Sale of business and other
Interest income
Income tax benefit
Total significant items
Reported results
EBIT
Finance
costs
Non-controlling
interests
Tax
Profit
after tax
294.2
(83.1)
(36.8)
(2.9)
171.4
22.6
(30.2)
(13.8)
(17.1)
(4.4)
(42.9)
251.3
16.3
16.3
(66.8)
28.5
28.5
(8.3)
(2.9)
1.9
173.3
Cash flow
Operating cash flow increased by $198.3m to $507.3m in
FY2014, reflecting improved earnings from trading operations
and a continued focus on working capital management.
Working capital benefited from improved debtor management,
together with a reduction in inventories in the Australian Brick
and Timber businesses, as higher demand drove improved
sales; and the sale of the Quarrywest 25.64 hectare property
at Greystanes, New South Wales to Dexus in June 2014.
Interest payments declined predominantly in the second half of
the year, reflecting reduced debt levels following the receipt of
proceeds from the Gypsum divestment and tight working capital
management. The Group reported a small tax refund during the
period, reflecting low tax instalment rates (based on prior year
returns) in the current year and the receipt of funds following
resolution of matters with the Australian Taxation Office. Tax
payments are expected to increase in FY2015 with catch-up
payments required in respect of the balance of tax due in
respect of the FY2014 financial year.
8 Boral Limited Annual Report 2014
Capital expenditure at $268m in FY2014 continues to be tightly
managed and was held below the prior year. Stay-in-business
expenditure increased by $77m over FY2013 to $203m as the
businesses focused on safety and environmental initiatives,
asset replacement and cost reduction projects. Stay-in-business
expenditure represented 78% of depreciation, up from 41% in
FY2013, while growth expenditure decreased from $183m in
FY2013 to $65m in FY2014. Construction of the new Peppertree
quarry in New South Wales was completed during the year, with
production commencing in the June half year and ramp-up
activities continuing into FY2015.
During the year, the Group generated $37.3m of proceeds from
the sale of surplus properties, together with $556.2m from the
disposal of the Gypsum and Windows businesses net of
transaction costs. A final payment of $48.4m was made in
respect of the outstanding liability relating to the acquisition
of the Cultured Stone business in the USA.
Debt and gearing
As at 30 June
Total debt
Total cash and deposits
Net debt
2014
$ millions
2013
$ millions
1,101.5
1,666.5
383.2
718.3
220.5
1,446.0
Total shareholder equity
3,348.1
3,393.5
Gearing ratios
Net debt:equity (%)
Net debt:equity plus net debt (%)
Interest cover1 (times)
1 Excludes significant items.
21
18
3.5
43
30
2.3
Borrowings
Net debt reduced by $727.7m to $718.3m, reflecting the benefits
of strong operating cash flow together with proceeds received
from the divestment of businesses (including Gypsum and
Windows) and the sale of surplus property assets during the
year.
Following the receipt of cash proceeds from the Gypsum joint
venture transaction with USG, the Group repaid outstanding
bank debt together with A$56.9m of US private placement
notes that matured in May 2014.
Boral’s gearing covenant with its financiers, measured as gross
debt to gross debt plus equity less intangibles, reduced to 26%,
remaining comfortably within the 60% threshold. Gearing of net
debt to net debt plus equity reduced to 18% at 30 June 2014,
down from 30% at 30 June 2013.
The Group continues to maintain a well spread debt maturity
profile with a weighted average debt maturity of around
3.4 years compared to 3.7 years in the prior year. In addition,
the Group continues to maintain $500m of committed
undrawn bank debt facilities as a hedge against unforeseen
macro-economic risk.
Foreign currency risk
The Group is exposed to financial risk in its operations as a
result of fluctuations occurring in interest/foreign exchange rates
and certain commodity prices. Boral uses financial instruments
where considered appropriate to manage these risks. Boral
has hedged its foreign exchange exposures arising from its
investment in its US operations; however, earnings from foreign
operations are not hedged.
Dividend Reinvestment Plan
Boral’s Dividend Reinvestment Plan (DRP) applied to the
payment of the final 6 cent dividend for FY2013 and the interim
dividend of 7 cents for FY2014, with a 2.5% discount applied to
the price of shares issued under the DRP. During the year, DRP
proceeds of $43.8m were applied to the issue of 8.7 million
ordinary shares. Following payment of the interim dividend on
24 March 2014, the Group’s DRP was suspended and remains
suspended until further notice.
Boral Limited Annual Report 2014 9
DIVISIONAL
PERFORMANCE
Responding to risks
and challenges
OUR DIVISIONS
PRODUCT
STRATEGIC DIRECTION
GENERAL RISKS
Industry & Market Risks
High costs of doing
business
Structural changes in
demand
Cyclical changes in
demand
Competition Risks
New market entrants
Import competition
Technology developments
and R&D
Health, Safety &
Environment Risks
Injury and accident risks
Environmental damage risk
Licence to operate
Business Interruption Risks
Plant failure
Weather impacts
Geopolitical impacts
Foreign Exchange Risks
Cost of inputs
Translation of Boral
USA and Boral Gypsum
earnings
Capital equipment
transactions
CONCRETE
Layout option 1 vent quae ipsam
QUARRIES
alignistota nati tecabor enihicae officit
CEMENT
quaestibust ute voluptatius eos ute
ASPHALT
laborrum ilicabo nequam, aut doluptis et
PLACING
aut quia quatiis quunt et eveniae ssimaxim
PROPERTY
is adi occae at. Ficilluptas et mos ex ea
velles imet, odipita vidunt tem experferu.
$3,287m
BRICKS
ROOFING
MASONRY
TIMBER
PLASTERBOARD
CEILINGS &
ADJACENT
PRODUCTS
$487m
$891m1
Protect and
strengthen leading
integrated positions.
Grow major project
capability for long-
term value.
Harvest assets to
maximise returns.
Further restructuring
required to deliver
acceptable returns.
Deliver USG Boral
synergies. Long-term
growth platform
leveraging market
growth, increasing
product penetration,
innovation and
adjacent products.
Significant earnings
improvement through
market recovery.
Portfolio refinement
as cycle strengthens.
$681m
CLADDING
ROOFING
FLYASH
1 Boral’s share of revenue in FY2014 reflecting $691m from 1 July 2013 to 28 February 2014 plus $200m being 4 months of a 50% share of revenue
following formation of the USG Boral joint venture in March 2014.
10 Boral Limited Annual Report 2014
BORAL CONSTRUCTION MATERIALS & CEMENTBORALUSABORAL GYPSUMBORAL BUILDING PRODUCTS
SPECIFIC CHALLENGES
RESPONSES
High costs of manufacturing in Australia, eg labour
and energy costs impacting cement versus lower cost
imports
Increased competition as some markets soften, such as
asphalt in Queensland
Difficult pricing environment in some markets
Unlawful secondary boycotts by CFMEU in Melbourne
Safely managing around 1,000 Company-owned heavy
vehicles and up to 2,000 contracted trucks, including
concrete agitators, tippers and tankers
Maintaining community support for new and ongoing
operations, eg quarries, Deer Park Landfill
Ceased production of clinker at Waurn Ponds plant in Victoria and
increased level of imports
Mothballed high-cost Berrima Colliery with intended permanent closure
Announced closure of high-cost, specialty cement kiln at Maldon
Strengthening contracting and major projects capability
Protecting leading resource positions including through completion of
$200m capital investment at Peppertree
Ongoing continuous improvement programs, cost reductions and
focused price management strategies
Legal action against unlawful conduct of CFMEU in Melbourne
Ongoing vehicle improvements and driver training, eg Smart Track systems
linked to fatigue, rollover limiting technologies and power line detection
Enhanced community consultation programs
High input costs and fixed cost assets
Underperforming businesses
Structural decline in brick demand due to increases
in alternative materials and shift to multi-dwelling
construction
Reduced demand in Timber (Hardwood) due to imports,
and low levels of alterations and additions, and high-
end detached housing activity
Need for technology platform
Decline of Indonesian Rupiah with input costs in USD in
Indonesia causing significant margin pressure
Geopolitical disruption in Thailand
New market entrants and increased competition in
some markets
USA housing market recovering at a slower than
expected rate
Severe winter conditions November 2013 through
March 2014
Less favourable mix of housing recovery with reduced
proportion of single-family housing
US portfolio has a very high fixed-cost base – therefore
need to move to more variable cost business model
Restructured to reduce costs and return to profitability
Proposed east coast bricks joint venture with CSR to strengthen
ongoing viability of Bricks business
Divested Dowell Windows
Renegotiated hardwood timber supply from Forestry Corporation of
NSW to better align with demand
Exited Woodchip business
Ceased engineered flooring production at Murwillumbah
Commenced strategic review of Timber business
Formed $1.6b joint venture with USG to access leading gypsum
technologies and further strengthen Boral’s growth platform through
US$50m pa of synergies within three years of technology roll-out
Focused price strategies including in Indonesia to recover higher
input costs
Cost reduction program to offset higher costs including costs to
support new technologies and broader product portfolio
In Thailand – volumes focused outside of Bangkok to offset some
volume impacts during political unrest
Development of new lightweight products continues – new trim and
siding products launched
New products introduced through existing channels – eg Versetta,
stucco
Focused price strategies adopted as markets recover
Further restructuring and US$12m cost reduction program
Increased exposure to production builders, who represent a greater
proportion of early stages activity
Divested Construction Materials business in Oklahoma
Review of Bricks business underway as part of global Bricks review
Boral Limited Annual Report 2014 11
DIVISIONAL
PERFORMANCE
Divisional results
at a glance
Boral Construction Materials & Cement
(A$)
Boral Building Products
(A$)
Revenue
EBITDA1
EBIT1
Net assets
ROFE1,2
Employees
EBIT of $277m was $4m lower
than FY2013 as a $20m lower
contribution from Property
sales was largely offset by the
benefits of prior year
restructuring initiatives,
ongoing major project activity
and favourable weather
conditions.
Boral Gypsum
Boral’s full year reported result (A$)
Revenue3
EBITDA1,3
EBIT1,3,4,5
Underlying business result (A$)
Revenue
EBITDA5
EBIT5
Net assets
ROFE1,2
Employees
5%
3%
31%
)
m
0
4
$
(
3
1
Y
F
23%
40%
6%
4%
$3,287m
$445m
$277m
$2,171m
12.7%
5,064
5%
4%
1%
3%
Revenue
EBITDA1
EBIT1
Net assets
ROFE1,2
1%
Employees
$487m
$29m
$8m
$409m
2.0%
1,257
Revenue
EBIT
b
9
2
.
3
$
b
4
1
.
3
$
m
7
7
2
$
m
1
8
2
$
A significant $48m turnaround
to deliver an EBIT of $8m was
underpinned by benefits from
restructuring initiatives and
better market conditions.
EBIT
m
8
$
Revenue
m
7
8
4
$
m
6
6
4
$
Boral USA
(A$)
25%
23%
Revenue
EBITDA1
7%
EBIT1
4
1
Y
F
3
1
Y
F
4
1
Y
F
3
1
Y
F
$691m
$96m
$77m
$1,091m
$148m
$102m
$1,666m
6.1%
3,222
19%
18%
23%
8%
–
Net assets
ROFE1,2
Employees
In US dollars, EBIT losses
were almost halved to
US$35m (A$39m) on a 9%
US dollar revenue lift,
reflecting the continued
housing market recovery,
albeit slower than market
expectations.
4
1
Y
F
3
1
Y
F
4
1
Y
F
$681m
$3m
$(39)m
$664m
(5.8)%
2,320
Revenue US$ EBIT US$
m
2
2
6
$
m
9
6
5
$
)
m
5
3
$
(
)
m
6
6
$
(
4
1
Y
F
3
1
Y
F
4
1
Y
F
3
1
Y
F
3 FY2014 consolidated results for period Jul-13 to Feb-14 compared to full year FY2013.
4
Includes $10m of equity income from Mar-14 following formation of USG Boral JV.
5 Excludes restructuring costs included in significant items.
The Gypsum division was a 100%-owned business until
28 February 2014, after which the 50%-owned USG Boral JV
was formed. Reported EBIT of $77m compares with $83m in
FY2013, reflecting the impact of a four-month equity accounted
50%-owned JV contribution, partially offset by strong underlying
business performance. Underlying revenue up 19% and EBIT up
23% reflects growth in Australia and Asia.
1 Excludes significant items.
2 ROFE is EBIT return on year end divisional funds employed.
12 Boral Limited Annual Report 2014
DIVISIONAL
PERFORMANCE
Market conditions
and competition
During FY2014, higher market activity across most Australian
residential and non-residential markets was offset by a decline
in roads, highways and engineering work. In Asia strengthening
economic conditions benefited most markets, while in the USA,
single-family housing construction experienced only modest
improvement compared to the prior year.
Boral external revenue by market
USA non-dwellings
and engineering 3%
Other 4%
USA dwellings 10%
Asia 9%
Australian
dwellings
(including A&A)
29%
Australian RHS&B
and engineering 30%
Australian
non-dwellings
15%
Australia
Roads, highways, subdivisions and bridges (RHS&B) and
engineering activity, which accounts for ~30% of Boral’s
revenue, has continued to decline from its FY2012 peak.
In FY2014, RHS&B is estimated to be down by 10%1 on
the prior year.
Non-residential activity underpins ~15% of Boral’s revenue
and is estimated to have strengthened by 5%2 in FY2014, with
NSW in particular driving growth.
Housing activity in Australia drives ~29% of Boral’s total
revenues with ~14% from detached housing, ~7% from
multi-dwellings and the remaining ~8% from alterations
and additions (A&A).
Detached housing starts increased by an estimated 10% in
FY2014 on the prior year, with multi-residential starts up 13%3.
Total housing starts were up 11%3 in FY2014 to 180,300 starts3.
The proportion of detached housing starts relative to total starts
remained historically low at an estimated 57% compared to the
prior 20 year average of 67%.
Australian A&A activity remained low, but increased by 3%2 on
the prior year, with all markets stronger except Western Australia.
Asia
In Korea and Indonesia, improved economic conditions
resulted in strong growth in underlying market demand for
gypsum products.
In Thailand, strong underlying demand and market competition
were evident despite political unrest which had an adverse impact
on the construction market, particularly in Bangkok.
In China, Boral supplies the premium end of the construction
market, which remains subdued. However, Boral’s operations
continued to achieve strong volume growth in the north east
through the Shandong plant.
USA
Total US housing starts increased by 9% to 953,0004 during
FY2014, with single-family starts up 5%. The proportion of
single-family starts relative to total US starts at 65% compares to
the long-term average of 71%. Housing starts increased despite
a severe winter during the third quarter of FY2014, which limited
the level of construction activity.
In both Boral’s US Brick States5 and US Tile States5,
single-family housing starts increased by 7% on the prior year.
Several other external factors impacted Boral’s performance
in FY2014, including:
•
•
•
•
favourable weather conditions in Australia, particularly on
the east coast;
unlawful secondary boycotts by the CFMEU in Victoria
affecting materials supply in Melbourne; this has cost Boral
approximately $8–$10m in EBIT including legal fees since
February 2013, with an estimated $6–$7m EBIT impact in
FY2014;
currency devaluation and elections in Indonesia and political
unrest in Thailand; and
increased competition in Asphalt in Australia and in the
Gypsum business in Thailand as a result of recent market
entrants.
Competition
Boral generally competes against two or three large
competitors and a number of smaller, independent players in
most of its building products and construction materials
markets. In general, Boral’s large competitors in Australia, the
USA and Asia have global leadership positions, which help drive
efficiency and best practice. A few businesses experience
additional competition as a result of imports, including Boral’s
Timber business in Australia and the Gypsum business in Asia.
In some cases, such as concrete and asphalt in Australia,
barriers to entry are lower and new entrants are attracted to
enter markets when demand is strong. Specific challenges
relating to competition are highlighted on page 11.
1 Based on the average forecasts of Macromonitor and BIS.
2 ABS value of work done 2011/12 constant prices; BIS forecast used for Jun-14 quarter.
3 ABS original housing starts; Jun-14 quarter onwards based on HIA forecast.
4 US Census seasonally adjusted housing starts.
5 McGraw Hill/Dodge data – Brick States: Alabama, Arkansas, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas.
Tile States: Arizona, California, Florida, Nevada.
Boral Limited Annual Report 2014 13
DIVISIONAL
PERFORMANCE
Boral
Construction
Materials & Cement
Performance
Revenue
Construction Materials & Cement (CM&C) revenue increased by
5% to $3.3b, with revenue growth in Concrete, Quarries and
Cement partially offset by lower Asphalt revenue.
Concrete, Quarries and Cement revenue growth was supported
by a steady flow of major project activity, improved residential and
non-residential markets in New South Wales metro and Western
Australia, and favourable weather. There was continued weakness
in regional Queensland and New South Wales driven by a
reduction in roads and resource-related project activity. The
Victorian market remained flat.
EBIT
EBIT1 was down 1% to $277m, with improvements in Quarries and
Cement more than offset by lower earnings from Asphalt, Concrete
Placing and Property, as well as softer results from Concrete.
The result includes $10m of equity accounted income relating to
a reassessment of rehabilitation obligations of Boral’s associated
company Penrith Lakes Development Corporation (PLDC)
following finalisation of PLDC’s water management plans and
the scope of rehabilitation required.
Concrete and Quarries
Revenue increased by 10% and 4% respectively, largely driven by
volume growth of 7% for Concrete and 4% for Quarries. Realised
like-for-like selling prices nationally were broadly flat for concrete
and quarry products, reflecting competitive pressures, particularly
in Queensland and Victoria. However, overall pricing was up
marginally in Concrete, reflecting a favourable geographic and
product mix including stronger pricing in New South Wales.
Concrete benefited from volumes into the Curtis Island LNG,
Cape Lambert and Wheatstone projects, although Cape Lambert
was completed in 2H FY2014 and Curtis Island nears completion.
Asphalt
Revenue declined by 5% as activity in RHS&B weakened
particularly in Queensland as flood recovery and infrastructure
work significantly reduced and in Victoria following completion
of the Melbourne Peninsula Link.
Asphalt margins were adversely impacted by lower volumes and
increased competitive pressures, particularly in Queensland and
Victoria.
Cement
Revenue increased by 5% to $307m, benefiting from a 3% uplift
in cement volumes and significantly higher clinker industry volumes,
with cement prices steady. Lime and limestone volumes declined by
10% as demand from the metal manufacturing sector weakened.
14 Boral Limited Annual Report 2014
External revenue
Concrete Placing 4%
Other 6%
Cement 9%
Asphalt 24%
Concrete 41%
Quarries 16%
Cement EBIT increased by $32m to $105m, largely driven by
$28m in cost savings from strategic business improvement
initiatives. This includes benefits from:
•
the exit of clinker production at Waurn Ponds and
associated depreciation savings following asset impairments
at 30 June 2013;
ceasing coal mining at the Berrima Colliery; and
•
• other cost savings, continuous improvement initiatives and
prior year restructuring activities.
Concrete Placing
Revenue from De Martin & Gasparini was down 8% on lower
volumes; margins were depressed further due to lower operating
efficiencies and less favourable contract outcomes.
Property
Contributed $8m of EBIT, down from $28m, with less profitable
properties sold in FY2014 compared to FY2013, including the
western Sydney Quarrywest site.
Outlook
CM&C should continue to deliver a strong result in FY2015,
with cost reductions and restructuring programs, together with
strength in residential activity, particularly in New South Wales,
benefiting the result. These improvements are expected to
offset subdued levels of infrastructure and RHS&B activity, as
well as lower margins in Cement as a result of current
wholesale supply arrangements. While performance should
improve, expectations could be dampened if the inability to
realise price increases continues.
1 Excluding significant items.
DIVISIONAL
PERFORMANCE
Boral Building
Products
Performance
Revenue
With improved conditions in most markets, including increased
housing construction activity in New South Wales, Queensland
and Western Australia, Building Products’ revenue grew by 5%
to $487m.
Revenue from Bricks & Roofing increased by 11% on the prior
year. Despite strong growth in the Softwood business, Timber
revenue declined by $11m due to the exit from a number of
peripheral businesses announced in June 2013, including
woodchip export, which contributed $15m to the year-on-year
decline.
EBIT
Building Products delivered a $48m EBIT turnaround to a
profit of $8m, with both Bricks & Roofing and Timber reporting
positive earnings. The result reflects:
•
•
•
•
higher sales volumes and improved pricing outcomes
across all products;
improved operational performance and production volume
leverage;
a $10m EBIT benefit from prior year headcount reductions
and restructuring; and
a net $9m decline in depreciation following asset
impairments made at 30 June 2013.
Bricks
Volumes were up 9%, with strong growth in New South Wales,
Queensland and Western Australia. Nationally, average selling
prices increased by 2% on the prior year, with improved pricing
outcomes on the east coast plus a modest rise in the west
for the first time in a number of years.
Brick inventory levels decreased by 18% on the prior year and
in Western Australia are at historically low levels. Operating
capacity in Western Australia was increased by ~30% with the
successful restart of Kiln 8 in late April 2014 to meet the growth
in market demand. Lower inventory levels will be maintained
during better market conditions through the mature
implementation of LEAN manufacturing.
In April 2014, Boral and CSR Limited announced a proposal
to form a joint venture of their Australian east coast brick
operations. The proposed transaction remains under review
by the ACCC.
Roofing
Modest price and volume growth was achieved over the prior
year in all states despite the continued pressure from product
substitution and muted levels of A&A activity.
External revenue
Timber 30%
Bricks & Roofing 70%
Timber
Excluding the exited woodchip export business, Timber
revenues were up 3%.
Softwood volumes were up 18%, with a 5% rise in average
selling prices, benefiting from stronger markets and global
softwood supply constraints.
Underlying Hardwood volumes remained flat year-on-year, with
only structural products achieving a price rise. The hardwood
market remains challenging due to increased imports, domestic
competitive pressures and subdued demand in the high-end
alterations segment. Processing of aged work in progress (WIP),
better supply arrangements and discounting of excess old stock
has reduced inventory volumes by 20%.
In June 2014, Boral announced a new supply contract with
Forestry Corporation of NSW, accepting $8.55m for a 50,000 m3
reduction in annual timber allocations for the next nine years to
support a more sustainable long-term outcome for the
Hardwood timber business and the industry.
Outlook
Building Products is expected to deliver further gains, with
its FY2014 EBIT of $8m expected to approximately double in
FY2015. The division will be impacted by three plant
maintenance shut downs in FY2015.
A strategic review of Boral’s Timber business will be
undertaken in FY2015.
Boral Limited Annual Report 2014 15
DIVISIONAL
PERFORMANCE
Boral
Gypsum
Performance
The USG Boral joint venture began on 1 March 2014,
combining Boral’s gypsum manufacturing and distribution
footprint in Asia and Australia with USG’s building products
technologies and strategic assets in Asia, New Zealand
and the Middle East.
Boral Gypsum’s reported EBIT of $77m for FY2014 reflects
8 months of 100% consolidated earnings from the Gypsum
business plus 4 months of 50%-owned equity accounted
USG Boral JV earnings.
The following commentary relates to the performance of the
underlying business for the full 12 months of FY2014, including
a small impact from USG contributed assets from March 2014.
Revenue
Gypsum revenue was up 19% on the prior year to $1.1b, driven
by 11% board volume growth, increased non-board revenue,
price rises in Australia, Korea and Indonesia, and favourable
currency translation impacts.
EBIT
Gypsum earnings increased 23% to $102m with strong
performances in Australia and Korea.
Australia/NZ
Revenue increased 11% to $371m with significantly improved
EBIT. Board volumes were up 7% and prices up 3-4% reflecting
an improved housing market, particularly in NSW, Queensland
and Western Australia. Earnings also benefited from lower costs
in raw materials, manufacturing and distribution, and the full
impact of prior year headcount reductions.
Asia
Revenue increased 23% to $720m reflecting market growth,
increased product penetration, price gains and the impact of
favourable currency translations.
Korea reported strong revenue and margin growth underpinned
by strengthening economic conditions, solid price gains and
recovered market share, including some short-term share gains
due to competitor production constraints, contributing to a
17% increase in board volumes.
The market continued to grow in Thailand despite the political
instability. Board volumes were up 5% and prices remained
stable in a highly competitive environment.
Indonesia reported a strong increase in revenue driven by a
growing market, with board volumes up 17% and solid pricing
gains.
16 Boral Limited Annual Report 2014
External Revenue
Other 9%
Indonesia 7%
Thailand 13%
China 16%
Australia 34%
Korea 21%
However, margins were adversely impacted by a significant
depreciation in the local currency which impacted raw material
and energy costs priced in US$.
China returned to profitability in FY2014 with board volumes up
9% and favourable manufacturing costs, partly offset by lower
average board prices due to geographic mix shifts in sales and
ongoing competitive pressures.
Integration of Boral and USG operations is now complete with
early benefits from USG adjacent products being realised.
The technology roll-out is on track with the two-year capital
expenditure to remain within US$50m. NextGen plasterboard
will be available in key markets, including Australia and Korea,
by the end of CY2014. Synergies of US$50m are expected
within three years of the full technology roll-out.
Restructuring costs of $10m were incurred in FY2014 following
a reorganisation of the business to strengthen its low cost
position and ensure a focused organisation that is well-placed to
deliver long-term performance. These costs are reported as part
of Boral’s significant items.
Outlook
Boral Gypsum will contribute lower earnings to Boral in
FY2015, reflecting the move to a full 12-month period of 50%
equity accounted post-tax contribution from USG Boral. The
business will deliver improvements in underlying performance
reflecting increased demand in Australia and Asia and the
benefits from current restructuring programs. This
improvement will be partly offset by integration costs
associated with the introduction of an expanded product
portfolio and roll-out of new technologies. NextGen products
will be introduced to key markets in Q4 of CY2014 and
following the roll-out of technologies, synergies are expected
to start to ramp up from the second half of FY2015.
DIVISIONAL
PERFORMANCE
Boral
USA
Performance
Revenue
Boral USA revenue of US$622m was up 9% on the prior year,
with growth across all businesses partly offset by the loss of
revenue from the Oklahoma concrete and sand operations
sold in June 2013. Australian dollar revenue increased by 23%
to A$681m.
Underlying revenue benefited from an increase in US housing
construction activity; however, multi-family activity outpaced
single family construction, which remained biased towards
low-cost national production home builders rather than custom
builders. Brick and stone intensity levels remained flat as a
result.
External revenue
Fly Ash &
Construction
Materials 26%
Roofing 22%
Cladding 52%
EBIT
Losses reduced by US$31m to US$35m1. The improved result
was underpinned by:
The business also launched a new, high-value, niche exterior
siding product. The Trim business is expected to reach
profitability in FY2015.
•
•
•
•
a US$15m EBIT benefit from strong volume gains across
all Boral USA businesses;
solid price gains for Concrete Roofing, Fly Ash and
Concrete;
improved Brick production volume leverage and ongoing
cost reductions; and
the divestment of the Oklahoma concrete and sand
operations.
The division reported a positive EBITDA of US$3m,
which was the first positive EBITDA result in six years.
Cladding
Revenue from the Cladding business, which includes Bricks,
Cultured Stone and Trim, grew 17% to US$323m.
Bricks revenue of US$218m was up 18%, driven by a 15% lift
in volumes, a 21% increase in distribution revenue and a 2% rise
in average selling prices arising from strategic pricing initiatives
in specific geographic markets.
Cultured Stone volumes increased 8%, with a modest price
rise achieved; however, the result was offset by an adverse
geographic shift in demand, impacting sales and operational
costs.
Plant utilisation for Bricks increased from 41% to 50%, with
the Gleason plant in Tennessee re-commissioned in August
2013. Cultured Stone plant utilisation was steady at 27%.
In the developing Trim business, revenue and volumes doubled
from a low base due to a significant increase in dealer locations,
while average selling prices increased, largely reflecting a better
product mix, and production costs decreased.
Roofing
Revenues of US$139m grew by 14%, with volumes up 10%
and solid price gains. Plant network rationalisation continued in
FY2014 with the closure of the Pompano concrete tile plant (with
products transferred to Lake Wales) and the Ione clay tile plant.
Fly Ash and Construction Materials
Combined revenue of US$160m was down 6% due to the sale
of the Oklahoma construction materials operations in June 2013.
The Fly Ash business continues to be profitable, and the
remaining Construction Materials business in Denver returned
to profitability in FY2014, underpinned by increases in volumes
and pricing.
Outlook
Boral USA should report significantly improved results in
FY2015. Assuming US housing starts of around 1.1–1.2 million
starts for the year, which is broadly in line with market
forecasts, the division is expected to eliminate losses and
deliver a broadly break-even result in FY2015.
1 Excluding significant items
Boral Limited Annual Report 2014 17
SUSTAINABILITY
OVERVIEW
Sustainability
overview
Our people
At a glance
FY2014
FY2013
FY2012
Boral employees, FTE
JV employees
8,953
3,498
12,610
14,740
574
586
Boral contractors, FTE
~4,000
~6,600
~6,300
Average length of service
Australia
USA
Women in Boral
Women in management
Women on the Board
9.1 years
9.1 years
8.1 years
7.5 years
7.7 years
7.5 years
14%
11%
25%
15%
11%
25%
14%
9%
25%
Throughout Boral, managers and employees are empowered to
take action and work together to support the delivery of Boral’s
Fix, Execute and Transform strategy.
Across our global operations, Boral employed 8,953 full-time
equivalent (FTE) employees and approximately 4,000
contractors as at 30 June 2014. The change in employee
numbers relative to FY2013 primarily reflects portfolio
restructuring, including 544 employees transferred from Boral
following the divestment of the Windows business in November
2013, as well as employees in the Gypsum business transferring
out of Boral following the formation of the USG Boral joint
venture in March 2014. The 40% reduction in contractors is
also a result of divestments and the change of ownership
of the businesses in the Gypsum division.
The average length of service of a Boral employee in Australia is
approximately 9.1 years, with the average service in the USA
being 7.5 years. The average length of service of employees in
Australia and the USA remains consistent with previous years.
Employee turnover in Australia and USA declined in FY2014
from 25% to 15% in Australia (this excludes divestments and the
USG Boral joint venture), and from 26% to 18% in the USA.
The decrease in turnover reflects a return to more “normal”
levels following extensive organisational and portfolio
restructuring, which resulted in a spike in turnover in Australia
and the USA in FY2013.
Our goal is “zero harm” to our people and the environment.
Our belief in this goal drives our approach to Health, Safety
and Environment (HSE) management and also helps to shape
the way we manage our people and our communities.
Our performance is trending positively, and our strategy and
plans, including Boral’s new Group Strategy for HSE, are based
on further improving our performance towards that goal.
Boral’s Group Strategy for HSE incorporates 20 improvement
programs within five focus areas across the three familiar
themes of people, systems and processes. The five focus
areas are:
1. Capable and confident leaders
2. Engaged, empowered and competent workforce
3. Fit-for-purpose systems
4. Sustainable solutions
5. Fit-for-purpose plant and equipment
3 AREAS OF FOCUS
5 OBJECTIVES
20 PROGRAMS
People
Objective 1 - Capable and confident leaders
HSE Stewardship
Skilled4Action
Objective 2 - Engaged, empowered and
competent workforce
Human Error Reduction
Manual Handling Interventions
Leveraging LEAN
Roles & Responsibilities
Consequence Management
Systems
Objective 3 - Fit-for-purpose systems
Contractor Safety
Learning Management System
Serious Harm Prevention
Incident Management System
1Boral SMS Review
Self Insurance
Products,
Plant and
Equipment
Objective 4 - Sustainable solutions
Lifecycle Analysis &
Environment Product Disclosures
Occupational Health & Hygiene
Chemical Management
Objective 5 - Fit-for-purpose plant
& equipment
Energy Efficiency
Driver Safety
Plant & Equipment Procurement
Product Council support
18 Boral Limited Annual Report 2014
Diversity
Diversity remains a key area of focus for Boral. In FY2014
management, assisted by the Boral Diversity Council, was
responsible for implementing initiatives with a specific focus on
recruitment, leadership development, diversity reporting and pay
equity. Women represent 11% of people working in management
roles, with the following key leadership roles currently held by
women: Chief Financial Officer, Group Communications and
Investor Relations Director, Group Human Resources Manager
and National Commercial and Development Manager.
Indigenous relations continues to be a key element of Boral’s
diversity strategy, with a reinvigorated Indigenous Employment
Program to be implemented in the second half of FY2015.
The Group continues to be proud of its high level of retention
of Indigenous employees, retaining more than 90% of the
42 employed in the Australian operations under the FY2011
strategy.
For more information on Diversity refer to page 30.
Training and development
Boral’s people strategy is focused on delivering engaged
employees who have the right skills and capabilities to develop
their careers and perform their roles effectively. A range of
methods are used to develop our people, from on-the-job
training, focused on skill and capability building, through to
leadership development.
In FY2014, the Skilled4Action program was developed to
facilitate learning and capability building for employees and
managers in the areas of safety, people engagement, the Boral
Production System (BPS), sales and innovation. Skilled4Action,
along with other regional initiatives, will ensure that employees
have the skill sets necessary to deliver continuous improvement.
Learning@Boral and MyLearning Space were implemented
to provide online learning and capability building, giving
employees an opportunity to manage their own learning,
while delivering online educational modules in an easy to use,
cost-effective format.
The Personal Development Process and mid-year employee
review continue to be an important process for managing the
development of employees. The process identifies and
communicates performance expectations and maps out plans
to help employees achieve their highest potential. As this
process evolves, employees are increasingly being expected to
take responsibility for their own career trajectory, and to acquire
the information and feedback necessary to put them in a
position to excel and achieve their aspirations. They will be
supported to achieve this with new online tools and programs.
Work health and safety
Performance
Most safety performance measures are trending positively,
and there have been some very good safety outcomes in
Boral businesses.
Despite this, there was no real improvement in Boral’s safety
performance in FY2014 as measured by lost time injuries (LTIs)
and, most regrettably, a contractor was fatally injured in a single
vehicle accident in country Victoria in December 2013.
The driver, who was employed by a contractor to Boral’s
Construction Materials & Cement division, was tragically killed
when the concrete agitator truck he was driving left the road.
Sadly, this accident reminds us of the inherent risks faced by all
drivers on our roads, and the critical focus that needs to remain
on our transport operations.
While Boral’s USA division had two LTIs to report for FY2014
and ended the year with a global best-practice Lost Time Injury
Frequency Rate (LTIFR) of 0.3, Boral reported 79 LTIs and an
overall LTIFR of 1.9, which has remained relatively flat for the
past five years, staying within the range of 1.8–2.2.
In the recent past, we have twice been able to halve the rate of
LTIs through step change improvements and, while we have not
replicated that in the past five years, we have seen clear and
continuing reductions in the number of medical treatment
injuries (MTI). This has driven a 22% improvement in the
Recordable Injury Frequency Rate (RIFR) to 13.6 in FY2014, and
a 29% improvement on the average of the previous three years,
as shown in the graph below.
Employee and contractor injury rates1
)
s
r
u
o
h
n
o
i
l
l
i
m
r
e
p
s
e
i
r
u
j
n
i
(
e
t
a
r
y
r
u
j
n
I
26.2
23.0
23.8
21.8
22.7
21.4
20.5
19.4
19.0
17.4
17.2
15.5
3.2
8
0
Y
F
2.0
9
0
Y
F
2.2
0
1
Y
F
2.0
1
1
Y
F
1.8
2
1
Y
F
1.9
3
1
Y
F
MTI
LTI
13.6
11.7
1.9
4
1
Y
F
Boral regards the “recordable injury” measure as a better
indicator of safety than “lost time injuries”, as the distinction
between a “medical treatment” and “lost time” injury is not
always a reliable or helpful indicator of injury severity, and hence
the pain and suffering to the injured person, or business impact.
1 FY2013 LTIFR and RIFR have been restated following data corrections from 1.8 and 16.8,
respectively.
Boral Limited Annual Report 2014 19
SUSTAINABILITY
OVERVIEW
Pleasingly, all Boral divisions showed year-on-year improvement
against the recordable injury measure – see table below.
Mechanism of injury – describing the action, exposure or event that led to
an injury
FY2014
FY2013
Improvement
Fall from same level 15%
Recordable Injury
Frequency Rate (RIFR)
Boral Construction
Materials & Cement
Boral USA
Boral Building
Products
Boral Gypsum1
Boral Corporate &
Shared Business
Services
Boral total2
21.5
5.7
18.8
4.1
0
26.7
8.0
26.0
4.7
3.4
19%
29%
28%
13%
100%
13.6
17.4
22%
The “Percentage Hours Lost” – one measure of injury severity
– across the Group was 0.04 in FY2014, which was a 33%
improvement on the prior year and demonstrates continued
improvement over the average of the prior three years. This
indicates that when LTIs occur, they are either less serious
and/or our return to work programs are more effective in
helping our people recover.
Boral is also tracking near miss events, which are those
incidents which could, in slightly different circumstances, result
in injury. The rate of reporting increased again in FY2014, which
we regard as a positive trend reflecting greater maturity in our
safety journey.
While our long-term goal remains zero, and we are unwavering
in our belief that all injuries are preventable, the 20 programs of
Boral’s Group Strategy for HSE have been chosen to eliminate
“serious harm events” (events that have or could result in
fatalities, or life threatening and life changing injuries) and
continue to reduce the less serious injuries that dominate our
safety statistics (eg sprains and strains, trips on same level and
minor cuts).
Injury type – Australia
Injury analysis assists in the development of corrective action
plans, training and process redesign.
Of all injuries reported in FY2014, 23% required no treatment,
42% required first aid only, 28% required medical treatment
without lost time, and 4% of medical treatment injuries resulted
in lost time.
1
Includes data from the 100%-owned Boral Gypsum business through to 28 February 2014
and then data from the USG -Boral joint venture from 1 March 2014.
2 For 100% owned Boral business only.
20 Boral Limited Annual Report 2014
Other 24%
Hit by moving
object 18%
Hit object with
body part 18%
Muscular stress 25%
In FY2014, 76% of injuries resulted from four main mechanisms
(see chart above). Much of the reduction in injuries is due to the
success of programs to reduce the relatively large number of
muscular stress injuries arising from manual handling related
activities – reduced from 36% in FY2013 to 25% in FY2014.
The relative contribution of other mechanisms was largely
unchanged, except for an increase in injuries of the “hit by a
moving object” type – which increased from 8% to 18% –
primarily among our contractors rather than employees. It is
encouraging to see that targeted improvement programs have
been successful, giving us further confidence to develop and
implement additional injury reduction measures.
Occupational Health & Hygiene
In addition to our employee health and wellbeing programs,
Boral has invested in building additional capacity and capability
in the area of occupational health and hygiene. This investment
has enabled us to continue to improve our understanding and
control of those workplace hazards that could affect the health
of our people if not adequately controlled. Areas of focus include
dust, noise and chemical exposures.
Leadership and engagement
Creating a world-class safety culture with high levels of
engagement across the entire workforce remains key to
Boral’s success.
We are investing in building further leadership competence,
both among senior levels as well as among operational
management, with a focus on practical HSE leadership skills,
such as conducting pre-start meetings, risk assessments and
coaching.
We are also continuing with the Executive Safety Intervention
program that has proven beneficial over recent years, with
many sites now receiving follow-up visits from the relevant
executive to assess progress.
A variety of programs to reduce human error, target injury
prevention, and clarify roles, responsibilities and consequence
management are underway. This includes leveraging our
investment in LEAN through the Boral Production System, as
those tools are equally applicable and beneficial to HSE
management.
Environment
Boral’s Australian GHG emissions
At a glance
FY2014
FY2013
FY2012
FY2011
Other 8%
GHG emissions
(million T CO2e)
Australia
USA
Asia
Total
Infringements
Number
Fines
2.5
0.2
0.5
3.2
15
2.7
0.2
0.5
3.4
7
2.9
0.2
0.4
3.5
7
3.0
0.2
0.4
3.6
5
$38,849
$31,960
$10,750
$12,473
Undertakings
$100,000
Boral’s Environmental Policy
As an international resources-based manufacturing company, we
acknowledge that our shareholders, employees and the
community at large expect responsible environmental practice by
Boral’s businesses. We continually work to identify and minimise
environmental risk at all our operations and, wherever practicable,
eliminate adverse environmental impacts.
Specifically, Boral is committed to:
•
•
•
complying with environmental legislation, regulations,
standards and codes of practice relevant to the particular
business as the absolute minimum requirement in each of
the communities in which we operate;
reducing greenhouse gas emissions from our processes,
operations and facilities, including appropriate use of
alternative fuels and/or carbon offsets;
eliminating waste in all its forms, by application of LEAN
manufacturing principles, leading to:
o efficient use of energy;
o conservation of water;
o minimisation and recycling of waste production materials
and energy;
o prevention of pollution; and
o effective use of virgin and recovered resources and
supplemental materials;
• open, constructive engagement with communities
surrounding our operations;
• protecting biodiversity values at and around our facilities.
Through communication and training, our employees will be
encouraged and assisted to enhance Boral’s environmental
performance.
Diesel and liquid
fuels 10%
Natural gas 11%
Calcination 34%
Coal 18%
Electricity 20%
Greenhouse gas emissions and energy use
In FY2014, greenhouse gas (GHG) emissions from Boral’s fully
owned businesses in Australia, the USA and Asia1 totalled
3.2 million tonnes of carbon dioxide equivalent (CO2e), which
was 6% lower than in FY2013. Emissions from Australian
operations were down 8%, the US operations up 7%, and
Asian operations up 3% on the prior year.
Boral’s overall energy use in FY2014 was 27 petajoules from fully
owned businesses, down 4% on FY2013 on a like-for-like basis.
Australian operations energy consumption was down 9%, the US
operations up 9%, and Asian operations up 2% on the prior year.
In Australia, the changes in GHG emissions and energy
consumption generally reflect lower production of building
products, but were dominated by the impact of the closure of the
Waurn Ponds clinker kiln in April 2013. In the USA, there were
changes in the mix of fuel sources, and in Asia, an increase in
production drove the increase in emissions and energy use.
Australian carbon pricing scheme
Boral’s final carbon emissions liability for FY2013 was
1.85 million tonnes CO2e, with 1.4 million tonnes of that liability
met by an interim surrender of carbon units in June 2013, and
the remaining liability met in January 2014.
The carbon pricing scheme was repealed on 17 July 2014, but
all obligations from FY2014 will still apply, meaning Boral is
required to meet its final FY2014 carbon liability in January 2015.
Boral submitted its Interim Emissions Number report for FY2014
in May 2014, and subsequently surrendered 1 million tonnes of
carbon units. These units were a mixture of units issued to Boral
as Jobs and Competitiveness Program assistance in late 2013
(as Boral is an emission intensive trade exposed clinker and lime
manufacturer), and carbon credits generated at the Boral Landfill.
1
Includes 100% of emissions and energy from the former Boral Gypsum Asia operations
(now operating under the USG Boral JV) for the full year.
Boral Limited Annual Report 2014 21
SUSTAINABILITY
OVERVIEW
Infringements
During FY2014, Boral incurred 15 penalties related to
environmental contraventions in Australia and Asia, resulting in
$36,321 in fines, and one late fine for $2,200 for an incident in
March 2013. There were no penalty infringements in the USA.
While there were off-site discharges to water bodies of sediment
laden waters at Narangba and Mooloolah Quarries in
Queensland, no other infringements involved material off-site
impacts. The number of penalties does, in part, reflect an
increased tendency amongst regulators towards enforcement
actions, and we are implementing enhanced programs to
improve both on the ground compliance as well as interactions
with those regulators.
However, one fine in Western Australia, for $12,000 and $328
costs, was the result of a prosecution with conviction following a
guilty plea, for having allowed unauthorised clearing of some 7ha
of native vegetation sometime in 2008 (but self-reported in 2011)
within a quarry operation at Toodyay, 60 km NE of Perth.
In resolving the enforcement action, Boral also committed
$100,000 to supporting a local conservation project at the
nearby Yalanbee Nature Reserve.
Boral Timber
Supporting the NSW Government’s plan to improve the long-
term sustainability of timber supply from valuable north coast
forests, Boral has agreed to accept a 50,000 m3 per annum
reduction in its timber allocation for the next nine years. This will
support a more sustainable long-term outcome for Boral’s
Hardwood timber business and the timber industry more
broadly.
Boral has received $8.55m from the NSW Government to help
offset the lower volumes that Boral Timber will receive, and in
line with the reduction in timber allocation, this payment will be
recognised over the remaining contract term.
Boral Timber is the largest customer of Forestry Corporation of
NSW, with a substantial proportion of volumes supplied to Boral
being valuable blackbutt timber. It is therefore critically important
for Boral to work closely with the government to ensure
sustainable harvesting of the north coast forests now and for the
future.
Forestry Corporation of NSW is certified to meet the Australian
Forestry Standard (AFS), an independently audited forest
management standard. All products made by Boral Timber are
also certified to the AFS Australian Chain of Custody standard,
which traces Boral’s production back to its source of supply.
This provides Boral’s customers with certainty that its products
come from legal and sustainable sources.
Community partnerships
Boral provides financial support to a range of community groups
and organisations that share our values and where there is
relevance to our people, places and products. We choose to
partner with community organisations that are well run and
reputable, and we focus on building meaningful long-term
relationships with them that deliver value to Boral and to our
partners.
In FY2014, Boral contributed a total of $551,390 to its corporate
community partnerships. In addition, Boral employees
throughout Australia conducted further fundraising activities
for Redkite raising $74,000.
In addition to the Group’s corporate partnerships, Boral’s
businesses support local activities, including charities,
emergency services, sporting and environmental groups.
As a matter of policy, the Group does not participate in or
donate to any political or politically associated organisations.
Bangarra Dance Theatre
We value our 11-year partnership with Bangarra, Australia’s
leading Indigenous contemporary dance company which
celebrated its 25th anniversary this year. We continued as the
Sydney season sponsor and Boral employees, customers and
suppliers in Sydney and around Australia attended Bangarra
performances. Bangarra hosts an annual family day for Boral
employees at its Sydney Wharf studio and we are delighted to
contribute towards the salary of a trainee dancer for Bangarra as
part of our sponsorship funding.
Conservation Volunteers Australia (CVA)
Working together since 1988, this is Boral’s longest-standing
community partnership currently focused on developing
biodiversity classrooms in schools across Australia. Each year
up to 45 practical conservation projects are conducted on or
near the school grounds of selected schools. This year, projects
were concentrated in NSW, Queensland and Western Australia
and the majority of the schools assisted were neighbours of
Boral operations. Boral employees joined with CVA volunteers
on many of the projects – planting trees, vegetable gardens,
establishing drainage, laying pavers and carrying out other
much needed work.
22 Boral Limited Annual Report 2014
Taronga Conservation Society
This very successful partnership has been in place since 2003.
Boral has been involved in many aspects of Taronga Zoo’s
operations, including the supply of product and technical advice,
and is currently the naming rights sponsor of the Youth at the
Zoo (YATZ) program. Employees can access Zoo passes to visit
Taronga and Western Plains Zoos, attend Boral’s Family Day
event and participate in the annual Boral YATZ Eco Fair. Boral
has successfully used the Zoo’s Twilight at Taronga Concert
program for many years to provide corporate hospitality.
Touched by Olivia Foundation
Boral assists the Touched by Olivia Foundation to create vibrant
playgrounds that cater for children of varying abilities and ages.
These assist children with special needs and their families to
integrate more fully into the community. For example, in FY2014,
Boral supported the creation of Alice’s Playspace at St Alban’s in
Victoria with cash and product donations. The playground was
voted the best in Victoria in its category and is an entrant in the
national Parks & Leisure Australia awards. Boral also assisted
the Touched by Olivia Foundation to fit out its new offices with
stationery and furniture donations.
Habitat for Humanity
Boral formed a new partnership this year with Habitat for
Humanity, where we will help build community resilience in
communities in Asia where Boral operates. Boral will be known
as Habitat’s Building Community Resilience program partner.
In addition to supporting communities, the partnership will build
a program of employee engagement and develop a relationship
so that Habitat for Humanity becomes Boral’s charity of choice
to direct emergency crisis support throughout Australia, Asia
and the USA. During the year, Boral provided $25,000 to assist
in rebuilding efforts in the Philippines after Typhoon Haiyan.
HomeAid
Boral has partnered with US charity, HomeAid, since 2006. This
year, Boral made a cash donation and also contributed roofing
product to the HomeAid Orange County’s Pathways of Hope
project, a facility for homeless families. Boral employees also
supported HomeAid Atlanta’s annual Essentials for Young Lives
campaign by donating essential items for homeless babies and
children in the Greater Atlanta area. This was in addition to their
annual donations of clothing and gifts during the winter holiday
season to families being housed by local service providers, who
have benefited from HomeAid’s Shelter Development program.
Glenn & Ken Moss Post Graduate Scholarships in
Engineering Research
Boral completed its two year contribution to the Glenn & Ken
Moss Post Graduate Scholarships in Engineering Research at
the University of Newcastle in memory of Dr Ken Moss AM,
Boral’s past Chairman.
Outward Bound
This is the third year that Boral has made a financial contribution
to the Australian Outward Bound Development Fund to assist
youth in need. This year’s program was held in June 2014, and
students from the Southern Tablelands region attended a seven
day program in the Australian Capital Territory. Boral’s Assistant
Quarry Manager at Peppertree Quarry accompanied the group
and was able to engage and connect with local schools and the
young people in the community around Peppertree.
Redkite
Boral is a Supporting Partner of Redkite’s Financial Assistance
Program, the most accessed area of support that the
organisation provides. Through this program, families dealing
with a child with cancer can meet day-to-day needs such as
buying groceries, paying utility bills and ensuring that there is
fuel in the car to take a child to treatment. Boral’s support has
assisted more than 117 families across Australia this year. In
addition to the corporate donation, Boral employees throughout
Australia have been involved in a range of fundraising activities
for Redkite, including Boral’s West Australia team raising
$60,000 in FY2014 through a golf day and charity ride involving
employees and customers.
Boral Limited Annual Report 2014 23
Executive
Committee
Mike Kane
Chief Executive Officer &
Managing Director
Joe Goss
Divisional Managing
Director, Boral
Construction Materials
& Cement
Joined in 2013 from Lafarge
North America and was
previously with Schlumberger
NV. Joe has experience in
roles across Europe, the USA
and Australasia and holds a
PhD and a Masters of Science
in Materials Science
& Engineering.
Rosaline Ng
Chief Financial Officer
Robert Gates
Senior Vice President,
Operations
Matt Coren
Group Strategy and M&A
Director
Michael Wilson
Group Health, Safety and
Environment Director
Darren Schulz
Executive General
Manager, Boral Building
Products
Joined in 2002 and held
strategy and executive roles
in Bricks, Distribution and
Roofing in the USA, Trinidad
and Mexico. Previously he was
at PricewaterhouseCoopers,
Optus Communications
Limited and Minter Ellison,
Lawyers. Darren has a
Bachelor of Business
(Accounting) and an MBA.
Joined in 1995 and held senior
finance roles in Boral’s Building
Products division. Rosaline left
in 2001 to work at Phoneware/
Sirius Telecommunications before
returning to Boral in 2002. Most
recently she has overseen the
finance function in the USA.
Rosaline has a Bachelor of
Commerce and is a member of the
Institute of Chartered Accountants.
Joined in 2010 and previously held
roles of Boral’s Chief Information
Officer and Vice President LEAN
Manufacturing in Boral USA.
With a background in operations
in management consulting and
in the military, Robert has a
Civil Engineering degree and a
Masters of Science in Business
Administration.
Joined in 2010 following a career
in global investment banking. Matt
focused on strategy in industrial
sectors and M&A and capital
markets transactions. He has
degrees in commerce and law.
Joined Boral in 2013, Michael has
held senior roles overseeing the
management and governance
of safety, environment and
quality in mining and industrial
companies in Australia and the
UK, as well as in the Australian
Department of Defence and
Environment Department. Michael
has an Applied Science degree
and a Master of Environmental
Engineering Science.
24 Boral Limited Annual Report 2014
Al Borm
President and CEO,
Boral Industries Inc
Frederic de Rougemont
CEO, USG Boral
Joined in 2010 and was
previously President, Boral
Roofing USA. Al has held
roles with USG, Pioneer,
Hanson Building Products and
Oldcastle APG and worked
across North America, Europe
and Asia. He has a Bachelor
of Science in Management
and an MBA.
Joined Boral in 2009 and was
previously General Counsel,
Australia. Damien has worked as
a lawyer in private practice and in-
house legal roles in Sydney, New
York and Los Angeles. He has Law
and Applied Science degrees.
Joined in 2011 and was
previously CEO of LBGA and
prior to that held senior roles
with Lafarge in South Africa
and South Korea, as well as
research roles in France and
the USA. Frederic has a PhD
in Physical Sciences.
Effective 28 February 2014
on formation of USG Boral,
Frederic became employed
by the USG Boral Building
Products joint venture.
Damien Sullivan
Group General Counsel
Joined in 2010 and was previously
Boral’s Assistant Company
Secretary. Prior to Boral, he
held legal counsel and company
secretary roles in Australia and
Singapore and legal roles in
London and Sydney. Dominic
has a finance degree and a
Master of Laws.
With Boral from 1995 to 2010,
then re-joined in 2012. Kylie
has a background in production
management and corporate affairs
and investor relations. She has a
Ceramic Engineering degree and
an MBA.
Joined Boral in 2000 and
previously held Group and
divisional HR roles in Boral. Prior
to joining Boral, Linda was with
Pioneer International in HR roles
covering Australia and Asia. She
has a degree in Economics and
Political Science and an MBA.
Dominic Millgate
Company Secretary
Kylie FitzGerald
Group Communications
& Investor Relations
Director
Linda Coates
Group Human
Resources Manager
Board of Directors
and was previously a member of the
Takeovers Panel. She has extensive
experience in corporate finance and
capital markets, previously holding
the position of Managing Director,
Investment Banking of ABN AMRO
Australia. She holds an MBA from
the Australian Graduate School of
Management and a Bachelor of
Laws and Bachelor of Economics from
Macquarie University.
Ms Brenner is a member of the Audit
Committee and of the Remuneration
& Nomination Committee.
Brian Clark
Non-executive Director
Age 65
Dr Brian Clark joined the Boral Board
in May 2007. Dr Clark has experience
as an executive and director in
Australasia, Japan, China, Italy, the
UK and South Africa. He is currently a
Director of AMP Limited and Chairman
of AMP Capital 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 holds 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.
Bob Every AO
Non-executive Chairman
Age 69
Dr Bob Every AO joined the Boral
Board in September 2007 and
became Chairman of Directors on
1 June 2010. Dr Every is the Chairman
of Wesfarmers Limited. He is also a
Director of O’Connell Street Associates
Pty Limited, Harry Perkins Institute
of Medical Research and UNSW
Foundation Limited and a Patron of
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.
During his executive career, Dr Every
gained extensive knowledge and
experience in manufacturing and
distribution in similar market segments
to Boral throughout Australasia,
Asia and North America. He is a
fellow of the Australian Academy
of Technological Sciences and
Engineering. He holds a science
degree (honours), a doctorate of
philosophy (metallurgy) and an
honorary doctorate of science from
the University of New South Wales.
In 2012, he was appointed an Officer
of the Order of Australia for his
distinguished service to business,
particularly through leadership roles
in the Australian steel industry as
an advocate for corporate social
responsibility, and to the community
as a contributor to educational,
charitable and cultural organisations.
Dr Every is a member of the
Remuneration & Nomination
Committee and of the Health,
Safety & Environment Committee.
Catherine Brenner
Non-executive Director
Age 43
Catherine Brenner joined the Boral
Board in September 2010. Ms Brenner
is a Director of AMP Limited and Coca-
Cola Amatil Limited and a Trustee of
the Sydney Opera House Trust.
She previously held directorships in
Centennial Coal Company Limited and
the Australian Brandenburg Orchestra,
includes manufacturing and marketing
in building and industrial materials
throughout Australasia, Asia and
North America. She holds 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 Chairman of the Health,
Safety & Environment Committee and
a member of the Audit Committee.
Mike Kane
CEO & Managing Director
Age 63
Mike Kane joined the Boral Board
in October 2012, when he was
appointed CEO & Managing Director,
after being President of Boral USA
since February 2010. Mr Kane has
extensive experience in the building
and construction industry, including
24 years in senior executive roles
with US Gypsum, Pioneer/Hanson
Building Materials, Johns-Manville
Corp and Holcim.
His experience spans a broad range
of geographies across America,
Europe and the Asia Pacific, and
his portfolio of responsibilities
has included cement, aggregate,
concrete, plasterboard, bricks and
roof tile businesses. Prior to joining
Boral, he was CEO and Board
Member of Calstar Products Inc,
a Silicon Valley Clean Technology
start-up reinventing exterior building
materials for sustainable construction.
He holds a Bachelor of Arts in
Sociology from Southern Illinois
University, a Juris Doctorate from
DePaul University’s School of Law
in Illinois and a Masters in Science
from Creighton University, School
of Law in Nebraska.
Mr Longes is a member of the
Audit Committee.
John Marlay
Non-executive Director
Age 65
John Marlay joined the Boral Board
in December 2009. Mr Marlay is the
Chairman of Cardno Limited and a
Director of Incitec Pivot Limited and
Independent Chairman of Flinders
Ports Holdings Pty Limited. He
has senior executive experience in
the global materials and cement
industries as well as non-executive
director experience in companies with
significant North American business
operations. Mr Marlay was the Chief
Executive Officer and Managing
Director of Alumina Limited from
December 2002 until his retirement
from that position in 2008. He has
also held senior executive positions
and directorships with Esso Australia
Limited, James Hardie Industries
Limited, Pioneer International Group
Holdings and Hanson plc. He holds
a 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 and of the Health,
Safety & Environment Committee.
Paul Rayner
Non-executive Director
Age 60
Paul Rayner joined the Boral Board
in 2008. Mr Rayner is the Chairman
of Treasury Wine Estates Limited
and a Director of Qantas Airways
Limited and Centrica plc, a UK listed
company. He brings to the Board
extensive international experience in
markets relevant to Boral including
North America, Asia, as well as
Australia. He has worked in the fields
of Finance, Corporate Transactions
and General Management in
consumer goods, manufacturing and
resources industries. His last role as
an Executive was Finance Director of
British American Tobacco plc, based
in London from January 2002 to
2008. He holds an Economics Degree
from the University of Tasmania and
a Masters of Administration from
Monash University.
Mr Rayner is Chairman of the Audit
Committee.
Boral Limited Annual Report 2014 25
Eileen Doyle
Non-executive Director
Age 59
Dr Eileen Doyle joined the Boral Board
in March 2010. Dr Doyle is a Director
of GPT Group Limited and Bradken
Limited. She is also a Director of a
number of private companies and
Government boards including being
Deputy Chairman of CSIRO. She
was previously a Director of OneSteel
Limited and Ross Human Directions
Limited and Chairman of Port Waratah
Coal Services Limited. Her extensive
executive and non-executive experience
Richard Longes
Non-executive Director
Age 69
Richard Longes joined the Boral
Board in September 2004.
Mr Longes is the Chairman of
Austbrokers Holdings Limited
and Investec Australia Limited.
He was previously a Director of
Metcash Limited and Lend Lease
Corporation Limited, a founding
principal of Wentworth Associates,
the corporate advisory and private
equity group, and a partner of the
law firm, Freehills. He holds arts
and law degrees from the University
of Sydney and an MBA from the
University of New South Wales.
CORPORATE
GOVERNANCE
Corporate Governance
Statement
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 Group to enhance shareholder value.
Throughout FY2014, Boral’s governance arrangements were
consistent with the Corporate Governance Principles and
Recommendations (2nd edition) published by the ASX Corporate
Governance Council.
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/article/corporate_governance.asp
Principle 1: Lay solid foundations
for management and oversight
Responsibilities of the Board
and management
The Board
Directors are accountable to the shareholders for the
Company’s performance and governance. Management is
responsible for implementing the Company’s strategy and
objectives, and for carrying out the day-to-day management
and control of the Company’s affairs.
The Board has adopted a Board Charter which sets out those
functions reserved for the Board and those delegated to
management.
The Company’s Board Charter and Constitution are available
on Boral’s website.
The Board’s responsibilities, as set out in the Board Charter,
include:
•
•
oversight of the Company including its control and
accountability systems;
appointing, rewarding and determining the duration of the
appointment of the CEO and ratifying the appointments of
senior executives including the Chief Financial Officer and
the Company Secretary;
26 Boral Limited Annual Report 2014
•
reviewing and approving overall financial goals for the
Company;
• monitoring implementation of strategy, business
•
•
performance and results and ensuring that appropriate
resources are available;
approving the Company’s financial statements and annual
budget, and monitoring financial performance against the
approved budget;
reviewing, ratifying and monitoring systems of risk
management and internal control, codes of conduct
and legal compliance (including in respect of matters
of sustainability, safety, health and environment);
considering and making decisions about key management
recommendations (such as major capital expenditure,
acquisitions, divestments, restructuring and funding);
• determining dividend policy and the amount, nature
•
and timing of dividends to be paid;
• monitoring Board composition, processes and
performance; and
• monitoring the effectiveness of systems in place for keeping
the market informed, including shareholder and community
relations.
Non-executive Directors spend approximately 35 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 Boral’s plasterboard operations in
Port Melbourne and the Health, Safety & Environment Committee
members visited Boral’s asphalt operations at Redbank Plains in
Queensland. The Directors also undertook a tour of certain parts
of the Group’s Gypsum operations in China and Indonesia.
Delegation to management
The Board has delegated to the CEO & Managing Director
and, through the CEO & Managing Director, 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 CEO & Managing Director and
senior executives operate in accordance with Board approved
policies and delegated limits of authority, as set out in Boral’s
management guidelines.
Senior executives reporting to the CEO & Managing Director
have their roles and responsibilities defined in position
descriptions, as set out in relevant letters of appointment.
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 & Nomination Committee
and subsequently the Board formally review the performance
of the CEO & Managing Director. The criteria assessed are both
qualitative and quantitative and include profit performance, other
financial measures, safety performance and strategic actions.
The CEO & Managing Director annually reviews the performance
of each of Boral’s senior executives, being members of the
Executive Committee, using the criteria consistent with those
used for reviewing the CEO & Managing Director. The CEO &
Managing Director reports to the Board through the Remuneration
& Nomination Committee on the outcome of those reviews.
An evaluation of the performance of the CEO & Managing
Director and senior executives of Boral took place in FY2014
in accordance with the process described above.
Further details on the assessment criteria for CEO & Managing
Director 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, being the CEO & Managing Director.
The roles of Chairman and CEO & Managing Director are
not exercised by the same individual. The skills, experience
and expertise of each Director are set out on page 25 of the
Annual Report.
Boral’s Constitution provides that there will be a minimum of
three Directors and a maximum of 12 Directors on the Board.
The period of office held by each current Director is:
Appointed
Last elected at an Annual
General Meeting
Richard Longes
Bob Every
Eileen Doyle
Brian Clark
Paul Rayner
John Marlay
Catherine Brenner
Mike Kane
2004
2007
2010
2007
2008
2009
2010
2012
31 October 2013
31 October 2013
31 October 2013
3 November 2011
3 November 2011
1 November 2012
1 November 2012
Not applicable
Details of the number of meetings attended by each Director
are set out on page 38 in 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 effective function
of the Board. He ensures that Directors have the opportunity
to contribute to Board deliberations. The Chairman regularly
communicates with the CEO & Managing Director to review
key issues and performance trends. He also represents the
Company in the wider community.
Committees
To assist the Board to carry out its responsibilities, the Board
has established an Audit Committee, a Remuneration &
Nomination Committee and a Health, Safety & Environment
Committee. The qualifications of each Committee member are
set out on page 25 of the Annual Report, and the number of
meetings they attended during the reporting period is set out
on page 38 in 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 Committees; or
• determine matters (where the Committee acts with
delegated authority), which the Committees then report
to the Board.
Board Committees are discussed further below under Principle
4 (Audit Committee), Principle 7 (Health, Safety & Environment
Committee) and Principle 8 (Remuneration & 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;
Boral Limited Annual Report 2014 27
CORPORATE
GOVERNANCE
•
•
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; and
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.
Nomination and appointment of Directors
Board succession planning, and the progressive and orderly
renewal of Board membership, are an important part of the
governance process.
The Board’s policy for the selection, appointment and
reappointment 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. The Board is also committed to maintaining
gender diversity in its membership. Currently two of the seven
non-executive Directors on the Boral Board are women.
As part of the appointment process, 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 Directors follows a process during which the
full Board assesses the necessary and desirable competencies
of potential candidates and considers a number of candidates
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.
The Remuneration & Nomination Committee 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.
Directors’ shareholdings
Under Boral’s Constitution, Directors must hold a minimum of
1,000 ordinary shares in the Company.
To align the interests of non-executive Directors with the
interests of our shareholders, this year the Board has
established minimum shareholding guidelines which encourage
non-executive Directors to accumulate over time a holding of
ordinary shares in the Company equivalent in approximate value
to the gross annual base fee paid to each non-executive
Director.
Under the guidelines, the minimum shareholding may be held
directly or indirectly by a Director, and may be accumulated over
a period of up to five years from the later of 1 July 2014 or the
date of appointment.
Progress is monitored on an ongoing basis and Boral’s non-
executive Directors are tracking well against these guidelines.
Details of Directors’ shareholdings in the Company are set out
on page 39 of this Annual Report.
Restrictions on Directors acquiring shares in the Company
except in limited trading windows can also affect the number of
shares held by a Director at any given point in time.
Tenure of Directorships
Under Boral’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 Board does not regard nominations for re-election as being
automatic but rather as 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 performance of Directors
standing for re-election in the absence of those Directors. Each
Director’s suitability for re-election is considered on a case-by-
case basis, having regard to individual performance. Tenure is
just one of the many factors that the Board takes into account
when assessing the independence and ongoing contribution of
a Director.
The Board has determined that as a general rule, the Chairman
must retire from that position at the expiration of 10 years in that
role unless the Board decides otherwise.
28 Boral Limited Annual Report 2014
Evaluation of Board performance
The Board undertakes an evaluation of the performance of the
Board and its Committees at least annually. Periodically this
review is undertaken with the assistance of an external facilitator.
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 performance of the Board and of individual
Directors is scheduled to take place in FY2015 in accordance
with the process described above.
On a half yearly basis, the Chairman will conduct a private
discussion with each non-executive Director (or, in the case of
the Chairman, the discussion will be conducted by the Chairman
of the Remuneration & Nomination Committee).
Conflicts of interest
In accordance with Boral’s Constitution and the Corporations
Act 2001 (Cth) (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, who is accountable to the Board,
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.
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.
As part of Boral’s commitment to continually promoting ethical
and responsible decision making, the Group has established a
new Code of Business Conduct and is in the process of
implementing the Code, with education and training underway.
Boral’s management guidelines include the new Code of
Business 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 excellence, integrity, collaboration and
endurance.
The new Code and related guidelines and policies guide the
Directors, the CEO & Managing Director, 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 new Code also guides
compliance with legal and other obligations to stakeholders.
Boral’s Code of Business 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
and their close associates is generally restricted to the following
trading windows:
•
•
•
•
the 30 day period commencing at 10.00am (Sydney time)
on the day after the release of Boral’s half year results
announcement to the ASX;
the 30 day period commencing at 10.00am (Sydney time)
on the day after the release of Boral’s full year results;
the 30 day period commencing at 10.00am (Sydney time)
on the day after the Annual General Meeting; and
any additional period designated by the Board (or its
delegate) from time to time (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.
Boral Limited Annual Report 2014 29
CORPORATE
GOVERNANCE
Breaches of the Policy are treated seriously and may lead to
disciplinary action being taken against the executive, including
dismissal.
Boral’s Share Trading Policy is available on Boral’s website.
Diversity at Boral
Diversity at Boral is led by the CEO & Managing Director, with
the support of the Board overseeing the strategy and plan
initiatives and progress on diversity objectives. Management’s
commitment is to develop strategies and programs to achieve
diversity outcomes and to foster and promote an inclusive
workplace.
Boral is committed to fostering an inclusive workplace
which embraces diversity and recognises that a diverse
workplace can:
• produce better business outcomes by leveraging the unique
•
experiences of people with diverse backgrounds; and
improve employee engagement and retention by fostering
a culture that promotes personal achievement and is based
on fair and equitable treatment of all employees, irrespective
of their individual backgrounds.
We believe that a diverse workforce is fundamental to the
strategy for the growth and success of the business.
Boral’s Diversity Policy is available on Boral’s website.
Diversity at Boral is underpinned by the following principles:
•
•
recruiting and promoting on merit;
remunerating on a non-discriminatory basis;
Progress toward achieving these objectives is summarised in
the following table:
Measurable objective
Progress
•
•
ensuring that development activities are available to all
on a non-discriminatory basis; and
striving to increase the proportion of women in the
organisation, particularly in executive and senior
management roles.
As part of Boral’s commitment to gender diversity, the Board
set the following measurable objectives for FY2014:
• Establish monitoring and reporting mechanisms to track, by
gender, pay levels, selection, retention and promotion trends
across the business.
• Review the means by which Boral recruits graduates, and
set appropriate targets for female graduate intake for each
of the next five years, with progress to be reviewed and
tracked on an annual basis and the necessary actions to
achieve those targets to be identified and implemented.
• Achieve increased female participation in the Boral
•
Leadership Development Program and the Boral Emerging
Leaders Program.
Incorporate diversity related KPIs as part of each senior
manager’s Personal Development Process, and track
progress against those objectives as part of their annual
performance appraisal.
• Establish partnership/sponsorship/membership with an
external body promoting a women’s leadership initiative
or female participation in the construction and building
materials sector.
Reporting mechanisms
Graduate recruitment
Leadership programs
Monitoring, reporting and analysis by gender, pay levels, selection, retention and promotion
trends across the business are completed twice annually, with reports prepared for each division.
This information is used for organisational diversity planning and program development.
In FY2014, graduates were recruited by the regional businesses on an as needed basis, with
structured programs developed for each graduate. Boral has now approximately 32 graduates
working in engineering (mechanical, civil and chemical), accounting and operational roles.
Female participation in leadership and development programs is monitored as part of Boral’s
reporting program. Leadership programs are being redesigned to incorporate elements from
Boral’s diversity strategy and program.
In FY2014, Boral established the CEO sponsored Women in Leadership Forums to provide key
leaders with an opportunity to explore and discuss gender issues in leadership and to consult
with key leaders on issues of gender and diversity.
Diversity related KPIs
One of the key attributes of the Group’s performance management process relates to leadership
in the areas of the promotion of gender diversity. Personal objectives for managers relating to the
achievement of gender diversity were included in the FY2014 performance management process.
Partnership with external body
Boral is a member of Diversity Council Australia (DCA), and in consultation with DCA, developed
a strategy for diversity to direct Boral’s diversity and gender equality program.
30 Boral Limited Annual Report 2014
Management, supported and assisted by the Boral Diversity
Council, is responsible for implementing initiatives throughout
the businesses to achieve the Group’s diversity objectives, and
more generally to reinforce Boral’s commitment to fostering an
inclusive and supportive workplace in accordance with the
principles outlined in the Diversity Policy.
In terms of the Group’s profile, currently two of the seven
non-executive Directors on the Boral Board are women.
Approximately 8% of employees in senior management1
positions are women, including the Chief Financial Officer, Group
Communications & Investor Relations Director, Group Human
Resources Manager and National Commercial & Development
Manager. Overall 14% of the Boral workforce are women.
Indigenous program
The employment, development and progression of Indigenous
employees is a key element of Boral’s diversity strategy. Boral is
proud of having retained more than 90% of Indigenous
employees who joined Boral under the FY2011 Indigenous
Relations and Employment Program, and continues with its
ongoing commitment to increase the representation of
Indigenous employees in its workforce.
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
Eileen Doyle
Catherine Brenner
The Committee met five times during FY2014.
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
that the financial reports 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 CEO & Managing Director and the Chief Financial
Officer give a declaration to the Board 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’ Declaration accompanying the
financial reports be signed. The CEO & Managing Director and
the Chief Financial Officer give an equivalent declaration to the
Board for the half year financial reports.
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 CEO & Managing Director
and the 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.
1 Senior management includes all members of the Group’s Executive Committee and all
executives reporting directly to a member of that Committee, including the CEO.
Boral Limited Annual Report 2014 31
CORPORATE
GOVERNANCE
The Audit Committee has approved a process for the monitoring
and reporting of non-audit work to be undertaken by the
external auditor. The type of services of 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 41.
Internal audit
The internal audit function is carried out by Group Audit and
Risk, which provides independent and objective assurance to
management and the Board on the effectiveness of Boral’s
internal control, risk management and governance systems and
processes. The function is led by the Group Audit and Risk
Manager who oversees the execution of the internal audit plan
as approved by the Audit Committee. The Group Audit and Risk
Manager has a reporting line to the Chief Financial Officer as
well as to the Audit Committee.
The function comprises a dedicated in-house team of qualified
professionals based in Australia, Asia and the USA, with
targeted support as required from external specialists. The
internal audit function is independent of management and has
full access to all Boral entities, records and personnel.
The internal audit plan is formulated using a risk-based approach
to align audit activity with the key risks of Boral. Internal audit
activity and outcomes are reported to the Audit Committee on
at least a quarterly basis.
Principle 5: Make timely
and balanced disclosure
The Company appreciates the importance of timely and
adequate disclosure to the market. It is committed to making
timely and balanced disclosure of all material matters and
maintaining effective communication with its shareholders and
investors so as to give them ready access to balanced and
understandable information.
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
activities.
Shareholders may elect to receive annual reports electronically
or to receive notifications via email when reports are available
online. Hardcopy annual reports are provided to those
shareholders who elect to receive them. 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 Boral Review.
All formal reporting and Company announcements made to
the ASX are published on Boral’s website after 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.
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 CEO & Managing Director, the Chief Financial Officer
and the Company Secretary are responsible for determining
whether or not information is required to be disclosed to the ASX.
At the Annual General Meeting, shareholders have a reasonable
opportunity to ask the external auditor questions in relation to
the conduct of the audit, the preparation and content of the
Auditor’s Report, the accounting policies adopted by the
Company in relation to the preparation of the financial
statements of the Company, and the independence of the
external auditor in relation to the conduct of the audit.
Boral’s policy on Communications with Shareholders is available
on Boral’s website.
Boral’s Continuous Disclosure Policy is available on Boral’s
website.
32 Boral Limited Annual Report 2014
Principle 7: Recognise and
manage risk
Risk identification and management
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.
The managers of Boral’s businesses are responsible for
identifying and managing risks. Under 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. This comprises the
identification of core strategic, operational, financial and
compliance risks, and encompasses the assessment,
monitoring and mitigation of identified risks.
On a twice yearly basis, the Group Risk Manager facilitates a
formal bottom-up, organisation-wide risk management process
with the business. Outcomes are shared with the Audit
Committee and management, which also receive presentations
by senior divisional management on a regular basis. The
process is governed centrally through Boral’s risk management
framework and directed by policies and procedures within
functional areas such as Treasury, Health, Safety and
Environment, Human Resources and Learning, Group Legal
and Finance.
Boral’s senior management has reported to the Board (through
the Audit Committee) on the effectiveness of the management of
the material business risks faced by Boral during FY2014.
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 Boral’s
material business risks.
Boral’s Risk Management Policy is available on Boral’s website.
Health, Safety & Environment Committee
The Board has a Health, Safety & Environment Committee which
comprises three independent non-executive Directors.
The members of the Committee are:
The Committee met on four occasions during FY2014.
The Committee’s responsibilities include the review and
monitoring of:
•
•
•
•
•
•
•
the Group’s strategy for health, safety and environment
(HSE) and management’s plans to improve HSE
performance;
the effectiveness of the Group’s policies, systems and
governance structure for identifying and managing HSE
risks which are material to the Group;
the policies and systems within the Group for ensuring
compliance with applicable legal and regulatory
requirements associated with HSE matters;
the performance of the Group, assessed by reference to
agreed targets and measures, in relation to HSE matters,
including the impact on employees, third parties and the
reputation of the Group;
the output of the Group’s audit performance in relation to
HSE matters;
the adequacy of the Group’s systems for reporting actual
or potential accidents, breaches and significant incidents,
and review of investigations and remedial actions in respect
of any significant incident; and
the Group’s reports which are prepared and lodged in
compliance with its statutory obligations concerning the
environment.
The Health, Safety & Environment Committee Charter is
available on Boral’s website.
Compliance
The Company has adopted policies requiring compliance with
occupational health, safety, environment, competition and
consumer 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 the 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.
Eileen Doyle (Chairman)
Bob Every
John Marlay
Boral Limited Annual Report 2014 33
•
•
•
remuneration be linked to Boral’s performance and the
creation of shareholder value;
variable remuneration for executives has both short- and
long-term components; and
a significant proportion of executive reward be dependent
upon performance assessed against key business
measures.
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.
Remuneration of non-executive Directors
The remuneration of the non-executive Directors is fixed.
The non-executive Directors 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 55.
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.
CORPORATE
GOVERNANCE
Chief Executive Officer and Chief Financial
Officer declaration
The Chief Executive Officer and the Chief Financial Officer have
provided the Directors with a declaration in accordance with
section 295A of the Corporations Act for FY2014. The Board
confirms that it has received assurance from the Chief Executive
Officer and the Chief Financial Officer that the above declaration
was founded on a sound system of risk management and
internal control, which is operating effectively in all material
respects including in relation to financial reporting risks. The
Chief Executive Officer and the Chief Financial Officer gave an
equivalent declaration to the Directors for the half year ended
31 December 2013.
Principle 8: Remunerate fairly and
responsibly
Remuneration & Nomination Committee
The Board has a Remuneration & Nomination Committee
which comprises four independent non-executive Directors.
The members of the Committee are:
Brian Clark (Chairman)
Bob Every
John Marlay
Catherine Brenner
The Committee met on five occasions during FY2014.
The Remuneration & Nomination Committee has a formal
Charter which sets out its role and responsibilities, composition,
structure and membership requirements.
The Remuneration & Nomination Committee Charter is available
on Boral’s website.
The Committee makes recommendations to the full Board on
remuneration arrangements for the CEO & Managing Director
and senior executives and, as appropriate, on other aspects
arising from its functions.
Part of the role of the Remuneration & 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;
34 Boral Limited Annual Report 2014
DIRECTORS’
REPORT
Directors’
Report
(5) Likely developments, business
strategies, prospects and risks
Likely developments, business strategies and prospects
The OFR refers to likely developments in Boral’s operations
in future financial years and the expected results of those
operations. Other than the information set out in the OFR,
information regarding other likely future developments in
Boral’s operations and the expected results of those operations
has not been included in the Directors’ Report.
The Directors of Boral Limited (Company) report on the
consolidated entity, being the Company and its controlled
entities (“Group” or “Boral”), for the financial year ended
30 June 2014:
The OFR sets out information on Boral’s business strategies and
prospects for future financial years. This information has been
provided to enable shareholders to make an informed
assessment of our business strategies and future prospects.
(1) Review and results of operations
Information on the operations and financial position of Boral is
set out in our operating and financial review (OFR), which
comprises the Chairman’s Review, Chief Executive’s Review, the
Financial Review and Divisional Performance on pages 2 to 17
of the Annual Report accompanying the Directors’ Report.
(2) State of affairs
The following significant changes in Boral’s state of affairs
occurred during the year:
•
•
The USG Boral Building Products joint venture was formed,
combining Boral’s gypsum manufacturing and distribution
footprint in Asia and Australia with USG’s building products
technologies and strategic assets in Asia, New Zealand and
the Middle East.
The Group reported a net profit after tax of $173.3m after
recognising a net significant gain of $1.9m as detailed in
Note 4 to the financial statements.
(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.
While the Company continues to meet its obligations in respect
of continuous disclosure, we have not included information
where it would be likely to result in unreasonable prejudice to
Boral. This includes information that is commercially sensitive,
is confidential or could give a third party a commercial
advantage (for example, details of our internal budgets and
forecasts).
Risks
The achievement of Boral’s future prospects may be adversely
impacted by several risks, some of which are beyond our
control. An overview of the material business risks facing
the Group and our approach to managing those risks is set
out below.
Additional information regarding Boral’s material business risks
is included in the OFR. The Group’s broader risk identification
and management framework is also set out in the Corporate
Governance Statement on pages 26 to 34 of the Annual Report.
Industry and market risks
As Boral operates mainly in residential, non-residential and
infrastructure construction markets, its financial performance
is closely tied to the performance of those markets. The housing,
industrial, commercial and infrastructure construction markets
are cyclical and affected by various factors beyond the Group’s
control, including:
•
the performance of national economies in the countries in
which Boral operates;
• monetary policies in the countries in which Boral operates
(such as a change in interest rates);
•
•
•
the allocation of government funding for public infrastructure
and other building programs;
the level of demand for construction materials and services
generally; and
the availability of labour, raw materials and transport
services, as well as the price and availability of fuel
and energy.
Boral Limited Annual Report 2014 35
DIRECTORS’
REPORT
To manage the above risks, we have implemented key initiatives
to reduce costs, improve operating efficiencies and encourage
sustainable performance within the Group. These initiatives
include the implementation of organisational restructuring and
the allocation of capital expenditure to those businesses with the
potential to deliver strong earnings growth. Boral also actively
manages short-term fluctuations in fuel and energy costs
through the use of hedging instruments and electricity demand
management.
Competition risks
Boral operates in competitive markets, against domestic
suppliers and in some cases imported product suppliers.
The competitive environment can be significantly affected by
local market forces, such as new market entrants, production
capacity utilisation, economic conditions and product demand.
Such competition may lead to product price volatility risk. Boral
has in place various strategies to manage these risks, including
seeking to sustain and improve margins by reducing costs,
optimising capacity in line with projected demand, and
increasing the size and share of our higher margin businesses.
We are also exploring options for future technology innovation
in order to diversify our product range and develop new
products in our core markets.
Health, safety and environment risks
Boral is subject to a broad range of health, safety and
environmental laws, regulations and standards in the
jurisdictions in which it operates, which could give rise to losses
and liabilities. Due to the nature of the operating scale of the
construction and building materials industry, there is a risk of
incidents occurring that may cause injury to Boral’s staff or
contractors, or damage to the environment. Any such events
may result in additional costs and fines, and may adversely
affect Boral’s reputation.
To manage these risks, Boral applies strict operating standards,
policies, procedures and training to ensure compliance with
all applicable health, safety and environmental laws. We are
focused on achieving better safety outcomes across the Group
as part of our broader strategy to deliver world-class safety
performance. The Group also has established reserves for
known environmental liabilities, including quarry remediation,
that are probable and reasonably capable of estimation. Further
details regarding our approach to managing health, safety and
environment risks are contained in the OFR and in the
Sustainability Overview on pages 2 to 23 of the Annual Report.
36 Boral Limited Annual Report 2014
Business interruption risks
Due to the high fixed-cost nature of the construction and
building materials industry, interruptions in production
capabilities and lower capacity utilisation at key manufacturing
and processing facilities may have a material adverse effect
on the productivity and results of the Group’s operations. The
Group’s manufacturing processes and related services are
dependent upon critical plant, which may occasionally be
out of service or damaged as a result of unanticipated failures,
incidents or force majeure events. Furthermore, from time to
time, there may be raw material shortages which are critical
to Boral’s ability to manufacture certain products and to meet
market demand, as a result of force majeure type events.
To mitigate against potential losses from such risks, Boral has
instigated a comprehensive risk management program which
actively manages and mitigates risks from a Group through to
local site operating level through both management intervention
and business continuity planning. Boral also covers certain
major risk exposures through its comprehensive Group
insurance program, which provides cover for damage to facilities
and associated business interruption, as well as product
performance.
Foreign exchange risks
Boral has significant operations in Australia, the USA and Asia
and is also dependent on imported products and supply of plant
and equipment. The Group is therefore exposed to the macro-
economic conditions in those regions and to movements in
various foreign currencies (in particular, to movements in the
Australian and US dollar exchange rates). As part of its approach
to managing these risks, Boral’s US net assets are closely
matched with its US dollar debt in order to hedge against
fluctuations in the US dollar. The Group also utilises forward
exchange contracts for material product and equipment supply
in order to manage against short- to medium-term currency
fluctuations.
(6) Environmental performance
Details of Boral’s performance in relation to environmental
regulation are set out under “Environment” on pages 21 to 22
of the Annual Report.
(7) Other information
Other than information in the Annual Report, there is no
information that shareholders 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
(9) Names of Directors
Dividends paid to shareholders during the year were:
The names of persons who have been Directors of the Company
during or since the end of the year are:
Total dividend
$m
46.4
54.5
the final dividend of 6.0 cents per ordinary
share (fully franked at the 30% corporate
tax rate) for the year ended 30 June 2013
was paid on 27 September 2013
the interim dividend of 7.0 cents per
ordinary share (fully franked at the 30%
corporate tax rate) for FY2014 was paid
on 24 March 2014
The Directors have resolved to pay a final dividend of
8.0 cents per ordinary share (fully franked at the 30%
corporate tax rate) for FY2014. The dividend is expected
to be paid on 26 September 2014.
Bob Every
Mike Kane
Catherine Brenner
Brian Clark
Eileen Doyle
Richard Longes
John Marlay
Paul Rayner
All of the above Directors have been Directors of Boral at all
times during and since the end of the year.
(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:
Grant date
Expiry
date
Exercise
price
Balance at
beginning
of year
Options
issued during
the year
Shares issued
during the
year as
a result of
exercise
of options
Options
lapsed
during
the year
Options
at end
of year
Options
exercisable
Number
Number
Number
Number
Number
Number
06/11/2006
06/11/2013
$7.27
3,584,300
–
(3,584,300)
06/11/2007
06/11/2014
$6.78
4,623,100
–
(511,100)
8,207,400
–
(4,095,400)
–
–
–
–
–
4,112,000
3,536,320
4,112,000
3,536,320
The options referred to above were held by 71 individuals.
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 or interests of the Company or any controlled entity are under option other
than as set out in this clause.
Boral Limited Annual Report 2014 37
DIRECTORS’
REPORT
(11) Indemnities and insurance for officers
and auditors
of the financial year and the period for which such directorships
have been held are:
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
subsection 199A(2) or (3) of the Corporations Act 2001 (Cth)
(Corporations Act).
During the year, Boral paid premiums in respect of Directors’
and Officers’ Liability and Legal Expenses insurance contracts
for the year ended 30 June 2014 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 2015. The insurance
contracts insure against certain liability (subject to exclusions)
in respect of persons who are or have been Directors or officers
of the Company and its controlled entities. A condition of the
contracts is that the nature of the liability indemnified and the
premium payable not be disclosed.
Bob Every
Wesfarmers Limited from February 2006 (current)
Mike Kane
No other directorships to be disclosed
Catherine Brenner
Coca-Cola Amatil Limited from April 2008 (current)
AMP Limited from June 2010 (current)
Brian Clark
AMP Limited from January 2008 (current)
Eileen Doyle
GPT Group Limited from March 2010 (current)
Bradken Limited from July 2011 (current)
Richard Longes
Austbrokers Holdings Limited from November 2005 (current)
Metcash Limited from April 2005 to August 2012
(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 page 25 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
John Marlay
Incitec Pivot Limited from December 2006 (current)
Cardno Limited from November 2011 (current)
Alesco Corporation Limited from November 2011
to December 2012
Paul Rayner
Centrica plc from September 2004 (current)
Qantas Airways Limited from July 2008 (current)
Treasury Wine Estates Limited from May 2011 (current)
(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:
Board of
Directors
Meetings
attended
Meetings
held while
a Director
Audit
Committee
Remuneration
& Nomination
Committee
Health, Safety
& Environment
Committee
Meetings
held while
a member
Meetings
attended
Meetings
held while
a member
Meetings
attended
Meetings
held while
a member
Meetings
attended
Catherine Brenner
Brian Clark
Eileen Doyle
Bob Every
Mike Kane
Richard Longes
John Marlay
Paul Rayner
15
15
15
15
15
15
15
15
15
15
15
15
15
14
15
14
38 Boral Limited Annual Report 2014
5
–
5
–
–
5
–
5
5
–
5
–
–
5
–
5
5
5
–
5
–
–
5
–
4
5
–
4
–
–
5
–
–
–
4
4
–
–
4
–
–
–
4
3
–
–
4
–
(14) Company Secretary
Dominic Millgate was appointed Company Secretary of the
Company in July 2013, after holding the position of Assistant
Company Secretary since November 2010. He has previously
been legal counsel and company secretary for listed entities in
Australia and Singapore, and has held legal roles in London and
Sydney. He is a Fellow of the Governance Institute of Australia
and holds a Master of Laws from the University of New South
Wales, a finance degree from the University of New England and
a law degree from the University of Sydney.
(15) Directors’ shareholdings
• Bob Every, 30,000 shares are held by RBC Dexia Investor
Service Australia Nominees Pty Ltd ;
• Richard Longes, 22,289 shares are held by Gemnet Pty
Limited for Richard Longes Superannuation Fund;
•
John Marlay, 21,069 shares are held by Bond Street
Custodians Limited on behalf of The Marlay Superannuation
Fund; and
• Paul Rayner, 26,981 shares are held by Yarradale
Investments Pty Limited and 20,000 shares are held by Invia
Custodian Pty Limited for and on behalf of Bigpar Pty Ltd
(the trustee of the PaulJul Super Fund).
Set out below are details of each Director’s relevant interests in
the shares and other securities of the Company as at the date
of this Report:
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.
Non-
executive
Directors’
Share Plan a
Shares
Share
Acquisition
Rights
(SARs) b
Options
Catherine
Brenner
15,371
–
Brian Clark
71,558
5,329
Eileen Doyle
15,076
–
Bob Every
65,605
4,616
–
–
–
–
–
–
–
–
Mike Kane
10,233
–
– 1,580,124c
Richard
Longes
29,039
10,144
John Marlay
25,101
–
Paul Rayner
48,326
1,790
–
–
–
–
–
–
The shares are held in the name of the Director except in the
case of:
• Catherine Brenner, 10,000 shares are held by Brenner
Super Pty Ltd for and on behalf of the Brenner Super Fund;
• Brian Clark, 47,198 shares are held by MCG Wealth
Management Australia Nominees Pty Limited – and 22,565 shares are held by MCG
Wealth Management Australia Nominees Pty Limited –
JBC Investment Holdings Pty Ltd ;
• Eileen Doyle, 13,750 shares are held by Mr SE Doyle and
Dr EJ Doyle for the S&E Doyle Super Fund A/C;
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 FY2014.
b The SARs are rights to acquire shares in the Company
under Boral’s Equity Incentive 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
TSRs of the companies comprising the S&P/ASX 100 Index
during the relevant vesting period, is satisfied. An additional
performance hurdle, measured by the ROFE of the
Company was introduced to the FY2013 Grant applicable
to the 732,456 SARs granted to Mike Kane following
shareholder approval at the 2013 Annual General Meeting.
Additional information on Boral’s Equity Incentive Plan is
set out in the Remuneration Report.
c The SARs held by Mike Kane are as follows:
Number of SARs
78,717
102,285
666,666
732,456
Expiry Date
12 November 2017
1 September 2018
1 September 2019
1 September 2016
(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.
Boral Limited Annual Report 2014 39
DIRECTORS’
REPORT
(17) Non-Audit Services
(19) Remuneration Report
Amounts paid or payable to Boral’s auditor, KPMG, for non-audit
services provided during the year by KPMG totalled $1,216,000.
These services consisted of:
The Remuneration Report is set out on pages 42 to 57 of the
Annual Report and forms part of this Report.
Taxation compliance in Australia
Taxation compliance/due diligence related
services in jurisdictions other than in Australia
$119,000
$144,000
Australian due diligence and other services
$953,000
(20) Proceedings on behalf of the Company
No application under section 237 of the Corporations Act
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.
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.
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 because:
• Directors are not aware of any reason to question the
auditor’s independence declaration under section
307C of the Corporations Act;
•
the nature of the non-audit services provided is not
inconsistent with the requirements of the Corporations
Act; 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 is set out on page 41 of the
Annual Report and forms part of this Report.
(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 the Directors’ Report have been
rounded off to the nearest one hundred thousand dollars
unless otherwise indicated.
Signed in accordance with a resolution of the Directors.
Dr Bob Every AO
Director
Mike Kane
Director
Sydney, 27 August 2014
40 Boral Limited Annual Report 2014
DIRECTORS’
REPORT
Lead Auditor’s Independence Declaration
under section 307C of the Corporations Act 2001
To: the Directors of Boral Limited
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2014
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.
KPMG
Kenneth Reid
Partner
Sydney
27 August 2014
KPMG, an Australian partnership and a member
firm of the KPMG network of independent member
firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under
Professional Standards Legislation.
Boral Limited Annual Report 2014 41
2014 REMUNERATION
REPORT
2014 Remuneration
Report
Introduction from the Chairman of the Remuneration & Nomination Committee
Dear Shareholders
I am pleased to present our Remuneration Report for 2014, which is designed to provide a clear summary of the remuneration
strategy arrangements and outcomes for your Directors and members of the senior executive team.
As noted at the 2013 Annual General Meeting, during FY2014 we introduced a number of changes to the remuneration
arrangements for senior executives to better align executive remuneration with the Company’s strategy, business performance and
shareholder expectations. Design changes were made to the short-term incentive (STI) and long-term incentive (LTI) plans with effect
from 1 July 2013, including the partial deferral of any STI award into equity, the removal of retesting under the LTI plan, and the
introduction of a return on funds employed measure as a second, additional LTI performance measure. The Board has also adopted
minimum shareholding requirements for Boral’s most senior executives. Your Directors are confident that these changes will
enhance the alignment between shareholder and executive interests, and will motivate the behaviours necessary to deliver Boral’s
strategy.
On behalf of the Board and the Remuneration & Nomination Committee, I invite you to read the 2014 Remuneration Report and
welcome your feedback on the Company’s approach to, and disclosure of, its remuneration arrangements.
Brian Clark
Chairman, Remuneration & Nomination Committee
Contents
Introduction
Section 1:
Senior Executive remuneration outcomes
Section 2:
Senior Executive remuneration governance and framework
Section 3:
Senior Executive remuneration structure
Section 4:
Linking remuneration to performance
Section 5:
Senior Executive contracts and transitions
Section 6:
Senior Executive remuneration tables
Section 7:
Non-executive Directors’ remuneration
Section 8:
Senior Executive and non-executive Director transactions
43
44
45
46
50
51
53
55
56
42 Boral Limited Annual Report 2014
Introduction
The Directors of Boral Limited present the Remuneration Report (the Report) for the Company and its controlled entities for
the year ended 30 June 2014 (FY2014). This Report forms part of the Directors’ Report and has been audited in accordance
with section 300A of the Corporations Act 2001. The Report sets out remuneration information for the Company’s:
• Non-executive Directors; and
• Chief Executive Officer & Managing Director (CEO) as well as other current and former members of the senior executive team
(Senior Executives).
These people are accountable for planning, directing and controlling the affairs of the Company and its controlled entities.
Collectively, they are the Key Management Personnel (KMP) of the Company.
The broader management group (who also participate in the various reward programs) are referred to as executives.
Key Management Personnel
The table below details the KMP for FY2014. For those KMP who served in a KMP role for only part of FY2014, this Report only sets
out the amounts they received as remuneration in their capacity as a KMP.
Name
Position
Senior Executives
Mike Kane
Al Borm
Joseph Goss
Rosaline Ng
Darren Schulz
Chief Executive Officer & Managing Director
President and CEO, Boral Industries USA
Divisional Managing Director, Boral Construction Materials & Cement
Chief Financial Officer (appointed 15 September 2013)a
Executive General Manager, Boral Building Products
Former Senior Executives
Andrew Poulter
Chief Financial Officer (ceased as a KMP effective 15 September 2013)
Frederic de Rougemont
Divisional Managing Director, Boral Gypsum (ceased as a KMP effective 28 February 2014 when
appointed Chief Executive Officer of USG Boral Building Products)
Non-executive Directors
Bob Every
Chairman
Catherine Brenner
Non-executive Director
Brian Clark
Eileen Doyle
Non-executive Director
Non-executive Director
Richard Longes
Non-executive Director
John Marlay
Paul Rayner
Non-executive Director
Non-executive Director
a Rosaline Ng was Chief Financial Officer, Boral Industries USA until she took up her Senior Executive role on 15 September 2013. Her remuneration relating to the period prior to her
appointment as Chief Financial Officer has not been included in this report.
Key changes FY2014
A summary of the key changes to remuneration related matters approved during the 2013 financial year and noted at the 2013 AGM
is set out below. The changes were effective 1 July 2013 and applied to the 2014 financial year.
Senior Executive remuneration strategy
The cyclical nature of Boral’s business requires a remuneration strategy that promotes sustained effort and motivates performance
throughout the duration of the business cycle, while maintaining alignment between the interests of the executives and Boral’s shareholders.
To more closely align Boral’s remuneration strategy with its business demands, during FY2013 the Board approved a number of
significant changes to remuneration arrangements for current Senior Executives. The following changes were made after a review
conducted by the Remuneration & Nomination Committee, which was supported by Ernst & Young (EY), the independent adviser to
the Board.
Boral Limited Annual Report 2014 43
2014 REMUNERATION
REPORT
• STI deferral: 20% of STI awards for eligible executives will be delivered in performance rights, and will be subject to a two
year deferral period. The Company believes that this additional exposure to the share price for executives will assist to drive
behaviours aimed at increasing shareholder value.
The deferred portion of the STI will be forfeited if an eligible executive resigns or is dismissed from the Company before the end
of the deferral period.
There is no entitlement to dividends on performance rights during the deferral period.
• Additional performance hurdle for the LTI plan: In addition to the existing relative Total Shareholder Return (TSR)
performance hurdle, Return on Funds Employed (ROFE) has been introduced as a second LTI performance measure.
ROFE tests the efficiency and profitability of the Company’s capital investments. The ROFE performance hurdle and relevant
targets as determined by the Board are intended to reward achievement linked to improving the Company’s ROFE performance
through the cycle. Our longer term goal is to exceed the cost of capital, which equates to a ROFE of 15%.
Further information on the LTI grant can be found in Sections 3 and 4.
• No retesting for new LTI awards: Testing of performance under the LTI plan will occur after three years (i.e. at the end of the
performance period) and there will be no retesting. For clarity, any awards that do not meet the minimum vesting requirements
will lapse after three years.
• Clawback: A broader clawback provision has been introduced for LTI awards from FY2014, which will also apply to all deferred
STI awards. In addition to applying clawback where an employee has acted fraudulently or dishonestly, or has breached their
obligations to the Group, the Board will have a further discretion in the event that there is a material misstatement or omission in
Boral’s financial statements or if the Company is required or entitled to reclaim any overpaid bonus or other amount from an
employee.
• Minimum shareholding requirement: Minimum shareholding requirements were introduced for the CEO and all other current
Senior Executives.
Section 1: Senior Executive remuneration outcomes
The table below sets out the cash and other benefits received by the current Senior Executives who were KMP in FY2014. This
non-statutory remuneration outcomes table has been prepared to provide shareholders with a view of the remuneration that was
actually paid to current Senior Executives for FY2014. The Board believes that presenting information in this way provides
shareholders with increased clarity and transparency. Remuneration details prepared in accordance with statutory obligations and
accounting standards are contained on page 53 of the Report. The totals in the table below received by the current Senior
Executives in FY2014 are lower than the amounts shown in the remuneration table on page 53 of the Report. This is because the full
remuneration table includes amounts in respect of:
long service leave movements which are generally increases in statutory accruals rather than cash payments; and
1.
2. options and rights which are amortised over the vesting period and may not have delivered value to executives in FY2014. For
example, it includes accounting values for current and prior years’ LTI grants that have not been and may never be realised as
they are dependent on the market-based performance hurdles being met in future years. The table below includes the value of
any LTI grants which actually vested to executives in FY2014.
FY2014 remuneration outcomes table
A$’000s
Mike Kane
Al Borm
Joseph Goss
Rosaline Ng
Darren Schulz
Cash salary
STIa
LTI
Otherb
Total
1,656.8
1,365.4
616.1
762.5
628.9
485.5
117.6
316.4
233.9
165.8
0
0
0
0
0
427.7
34.3
255.0
22.9
10.7
3,449.9
768.0
1,333.9
885.7
662.0
(a) The value of STI represents 80% of the total STI with the remaining 20% deferred into equity for two years.
(b) “Other” is comprised of non-monetary benefits, such as car parking, housing benefits and medical insurance including any fringe benefits tax paid on these benefits.
44 Boral Limited Annual Report 2014
Section 2: Senior Executive remuneration governance and framework
Remuneration governance
Remuneration & Nomination Committee
The Remuneration & Nomination Committee of the Board (the Committee) makes recommendations for approval by the full Board
on remuneration arrangements for the non-executive Directors, the CEO & Managing Director, other Senior Executives and other
executives. This includes recommendations relating to Directors’ fees, annual executive remuneration reviews, and STI and LTI
structure, grants, measures, targets and outcomes. The Committee also advises the Board on remuneration policies and practices
for Boral generally.
The Committee comprises four independent non-executive Directors: Brian Clark (Committee Chairman), Catherine Brenner,
Bob Every and John Marlay. The responsibilities of the Committee are outlined in its Charter, which is reviewed annually by the
Board. The Charter is available on Boral’s website at www.boral.com.au/rnccharter
Independent remuneration consultant
The Committee seeks information and advice regarding remuneration directly from its external remuneration consultant EY, which is
independent of the Company’s management.
During FY2014, EY provided information, not advice that could be construed as “remuneration recommendations” (that is,
recommendations relating to the remuneration of KMP).
The main information received from the Committee’s remuneration consultant related to benchmarking of the CEO, the CEO’s direct
reports and non-executive Director reward.
The Board has adopted a protocol governing the engagement of remuneration consultants and the provision of remuneration
recommendations. The purpose of this protocol is to ensure that recommendations provided by consultants are made free from
undue influence by the Senior Executives to whom the recommendations relate.
The protocol provides that before Boral enters into a contract to engage a consultant to provide remuneration recommendations, the
proposed consultant must be approved by the Committee or the non-executive Directors. The remuneration consultant must report
directly to the Committee or the non-executive Directors. If a consultant makes a recommendation concerning the remuneration of a
Senior Executive, the recommendation must be provided directly to the Committee or the non-executive Directors.
Boral Limited Annual Report 2014 45
2014 REMUNERATION
REPORT
Remuneration framework
Boral’s remuneration framework provides the foundation of our remuneration structure, policies and processes. The key elements of
this framework are:
REMUNERATION STRATEGY
Align reward to business strategy and shareholder value creation
Attract and retain high calibre employees with market competitive and flexible reward
ALIGNED TO SHAREHOLDERS
MARKET COMPETITIVE
Short and long-term incentives are based on
performance measures designed to drive
sustainable value creation for shareholders
High calibre employees are attracted and
retained with rewards that reflect seniority and
complexity of roles
LINKED TO BUSINESS CONDITIONS
Variable reward outcomes are reflective of
business objectives
REMUNERATION PRINCIPLES
APPLICATION OF REMUNERATION PRINCIPLES
Short-term incentives are based on EBIT and
long-term incentives are based on relative total
shareholder return and return on average funds
employed
External market data and benchmarking
information are reviewed to ensure that
remuneration is set at competitive levels relative
to both ASX listed and industry peers
Short-term incentives have threshold and
stretch targets that are differentiated based on
Group and/or divisional results and individual
performance
Deferral of short-term incentives into
performance rights promotes retention and
encourages sustained performance by being
aligned to the shareholder experience
Minimum shareholding requirements apply to
Senior Executives
Equity participants do not receive dividends on
unvested equity
Unvested equity is generally forfeited on
resignation
Individuals with unsatisfactory performance are
not rewarded
Treatment of USG Boral Building Products employees
The joint venture Board has assumed accountability for the remuneration arrangements of USG Boral Building Products employees.
Remuneration for those employees continues to be aligned to the market conditions of the countries in which the joint venture operates.
In designing new variable remuneration components, there is a strong alignment to achieving Boral’s financial objectives by measuring
performance outcomes based on earnings before interest, tax, depreciation and amortisation (EBITDA) and ROFE. Performance
hurdles for joint venture employees are tied back to the specific performance targets necessary for Boral to achieve up to US$75 million
over five years as earn out payments under the joint venture agreement.
Section 3: Senior Executive remuneration structure
The total target remuneration (TTR) arrangements of the Senior Executives are made up of two components:
1. Fixed annual remuneration (FAR) which provides a predictable “base” level of reward; and
2. Variable or “at risk” reward that is performance based and comprised of both short and long-term incentives.
FIXED ANNUAL REMUNERATION
+
VARIABLE REMUNERATION
SHORT-TERM INCENTIVES
LONG-TERM INCENTIVES
ANNUAL CASH INCENTIVE
(STI)
TWO YEAR DEFERRED INCENTIVE
(DEFERRED STI)
THREE YEAR LONG-TERM INCENTIVE
(LTI)
Performance measures based on Group and/or
divisional EBIT and individual performance
20% of STI deferred into equity and forfeited
if executive resigns within two years
Performance measures based on relative TSR and
ROFE
=
TOTAL TARGET REMUNERATION
46 Boral Limited Annual Report 2014
Total target remuneration
Boral’s target mix of fixed and “at risk” components for each of the current Senior Executives disclosed in the Report, as a
percentage of total target annual remuneration for FY2014, is as follows:
CEO
Other current Senior Executivesa
a Other current Senior Executive percentages vary between individuals.
Fixed annual remuneration (FAR)
FIXED
FAR
34%
VARIABLE
REMUNERATION
STI
33%
LTI
33%
50 – 65%
16 – 25%
19 – 25%
FAR includes base salary, non-cash benefits such as provision of a vehicle (including any fringe benefits tax) and superannuation
contributions.
Total remuneration levels are reviewed annually by the Committee and the Board through a process that ensures that Senior
Executives’ fixed remuneration remains competitive with the market and reflects their skills, experience, accountability and general
performance.
In undertaking the review, the Committee benchmarks the remuneration of the current Senior Executives against a group of
companies which it considers reflects the size and complexity of Boral and its competition for key executive talent. The comparator
group comprises S&P/ASX 200 entities within 50% and 200% of Boral’s market capitalisation and revenue plus an overlay of
industrial or materials sector entities that fall within this group. In determining each Senior Executive’s FAR, the Committee considers
the median FAR within the comparator group. Use of a range around the median provides flexibility to recognise capability,
contribution, value to the organisation and performance of individuals, while maintaining remuneration at levels that are not more
generous than necessary to retain and motivate.
STI plan
A summary of the STI plan in effect during FY2014 is provided below:
Feature
Objective
Participation
STI value
Assessment of
performance
Payment of STI
Funding guideline
Board discretion
Description
To support Boral’s strategic objectives by providing rewards that are based on achievement against
performance targets.
Executives who have significant influence on the annual financial outcomes of Boral and its business
units.
The CEO has a target STI equal to 100% of FAR. Other Senior Executives have a target STI of between
30% and 50% of FAR.
The CEO has a maximum STI potential of 140% of FAR, while other Senior Executives have a
maximum STI potential of between 60% and 100% of FAR, dependent on their role.
No STI awards will be made if the relevant EBIT performance targets are not met.
STI plan outcomes are assessed against EBIT performance. EBIT was chosen following a review of
business operations due to its strong alignment to shareholder interest. The Remuneration & Nomination
Committee and the Board assess the financial performance of the Group and divisions and approve the
actual STI rewards to be paid to the CEO, the CEO’s direct reports and other executives.
From FY2014, 80% of any STI that becomes payable will be satisfied in cash. The remaining 20% will
be deferred into equity and will only convert to shares after a further two years’ employment.
The Board has agreed that expenditure on STI awards should not exceed a range of 4%–6%
of annual EBIT.
The Board retains discretion to adjust the remuneration outcomes up or down to ensure consistency
with the Company’s remuneration philosophy and to prevent any inappropriate reward outcomes.
Further details on STI performance conditions, outcomes and alignment with Company performance may be found in Section 4 of
the Report.
Boral Limited Annual Report 2014 47
2014 REMUNERATION
REPORT
LTI plan
A summary of the LTI plan in effect during FY2014 is provided below:
Feature
Objective
Participation
Equity type
LTI value
Performance period
Performance hurdles
Description
To link long-term executive rewards with the sustained creation of shareholder value through the
allocation of equity awards that are subject to the satisfaction of long-term performance conditions.
In addition, the LTI structure aims to attract and retain high quality executives and to reward executives
for the achievement of performance conditions which underpin sustainable long-term performance.
The CEO, Senior Executives and other executives.
Awards are delivered in the form of performance rights. Upon vesting, each performance right entitles
the executive to one ordinary share.
The CEO has a maximum LTI equal to 100% of FAR. Senior Executives have a maximum LTI equal to
25% to 50% of FAR.
The number of performance rights allocated depends on each executive’s maximum LTI. The number
is calculated using a fair market value methodology in which the fair value is determined from the face
value of a Boral share on 1 September, discounted for a number of factors that impact the value of a
TSR tested right, such as the possibility that the TSR performance hurdle will not be met. Other factors
that are taken into account when determining the discount from face value include the time to vesting,
expected volatility of the share price and the dividends expected to be paid in relation to the shares.
This approach is in line with the methodology used for valuing TSR tested rights for accounting
purposes. The fair value is determined by an independent valuer (being PricewaterhouseCoopers).
Awards are subject to a three year performance period. For the LTI grants made in FY2014, the
performance period is 1 September 2013 to 1 September 2016.
The LTI award granted in FY2014 is measured against the relative TSR of the S&P/ASX 100 Index and
ROFE. Two thirds of the LTI grant is subject to the TSR hurdle (TSR Component) and one third is
subject to a ROFE hurdle (ROFE Component).
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 over the same period of a comparator group (as outlined below).
ROFE tests the efficiency and profitability of the Company’s capital investments. ROFE will be
determined by the Board based on earnings before interest and tax (EBIT) in the year of testing as a
percentage of average funds employed (where funds employed is the sum of net assets and net debt).
TSR comparator group
Companies comprising the S&P/ASX 100 Index as at the grant date.
Retesting
Total shares issued
The Board has the 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.
There is no retest. Rights that do not vest based on performance over the initial three year
measurement period will lapse on the third anniversary of the grant date.
The number of shares allocated on the vesting of all outstanding rights and the exercise of all
outstanding options under any Boral employee share scheme may not exceed 5% of the total number
of shares on issue at the time of the offer.
Cessation of employment
For “good leavers” (including cessation of employment due to death, permanent disablement, bona
fide retirement, redundancy, sale of a subsidiary or business assets):
Forfeiture
Change of control
•
•
rights will remain on foot beyond termination (with a pro rata scale-back for rights granted
within three years prior to the cessation date); and
rights will be tested on the next test date and will lapse if they do not meet the performance hurdle.
For other leavers, rights will lapse upon cessation of employment unless the Board determines otherwise.
The Board has the discretion to partially reduce or forfeit an LTI award where an employee has their
employment terminated for cause, acts fraudulently or dishonestly, or breaches their obligations to
the Group.
The Board may exercise its discretion to allow all or some unvested rights to vest if a change of control
event occurs. The Board would have regard to the performance of the Company during the vesting
period up to the date of a change of control event.
48 Boral Limited Annual Report 2014
Feature
Description
Vesting schedules
If at the end of the performance period,
the TSR of the Company:
The percentage of the TSR Component
which will vest is:
Does not reach the 50th percentile of the TSRs of
the S&P/ASX 100
NIL
Reaches the 50th percentile of the TSRs of the
S&P/ASX 100
50%
Exceeds the 50th percentile of the TSRs of the
S&P/ASX 100 but does not reach the 75th
percentile
Progressive pro rata vesting from 50% to 100%
(i.e. on a straight-line basis)
Reaches or exceeds the 75th percentile of the
TSRs of the S&P/ASX 100
100%
In regard to the LTI grant made in September 2013, the following vesting schedule applies for the
ROFE Component:
If the Company’s ROFE performance for FY2016 is:
The percentage of the ROFE Component which will vest is:
Less than 7.6%
7.6%
NIL
50%
Greater than 7.6% and less than 8.0%
Progressive pro rata vesting from 50% to 100%
(i.e. on a straight-line basis)
8.0% or above
100%
See below for the vesting schedule to be applied for the proposed September 2014 grant.
Dealing restrictions
Boral’s Share Trading Policy prohibits executives from entering into hedge and other derivative
transactions in relation to rights granted under the LTI plan.
Shares allocated to participants upon vesting of their LTIs may only be dealt with in accordance with
the Share Trading Policy.
Any contravention of the Policy would result in disciplinary action.
Dividends
No dividends are paid on unvested LTI awards.
LTI grant for September 2014
In regard to the LTI grant expected to be made in September 2014, the grant will be made on similar terms to the plan in effect
during FY2014, except that the percentage of the ROFE Component which may vest will be determined by the Board based on
ROFE performance for the financial year ending 30 June 2017 in accordance with the following vesting schedule:
If the Company’s ROFE performance for FY2017 is:
The percentage of the ROFE Component which will vest is:
Less than 11.0%
11.0%
NIL
50%
Greater than 11.0% and less than 11.5%
Progressive pro rata vesting in a straight line from 50% to 100%
11.5% or above
100%
The percentage of the ROFE Component that does not vest in accordance with this schedule will lapse (i.e. there will be no further
testing). For each subsequent year’s LTI grant, new ROFE targets will be set.
The Company’s ROFE performance will be reported annually in the Company’s Remuneration Report. Refer to the table at the start
of Section 4 for the Company’s ROFE performance (EBIT to average funds employed) from 2010 to 2014. For FY2014, the
Company’s ROFE performance was 6.6%.
Boral Limited Annual Report 2014 49
2014 REMUNERATION
REPORT
Section 4: Linking remuneration to performance
Overview of 2014 financial performance
Strategic decisions regarding organisational structure, portfolio alignment, cost structures and growth are intended to ensure that
Boral is an organisation that is more responsive to the realities of a cyclical marketplace and which can remain competitive not just
during the cycle highs, but also when conditions are challenging, as they have been for the past few years.
The effect of the business cycle on Boral’s performance is demonstrated in the table below.
Earnings per sharea (¢)
Dividends per share (¢)
Closing share price ($ as at 30 June)
Return on equitya (%)
EBIT to average funds employed (ROFE)a (%)
a Excludes financial impact of significant items.
Short-term performance – FY2014
2014
22.0
15.0
5.25
5.1
6.6
2013
13.6
11.0
4.21
3.2
4.7
2012
13.6
11.0
2.95
3.0
4.7
2011
24.4
14.5
4.40
5.6
7.4
2010
22.1
13.5
4.82
5.0
6.2
Boral continued to use a single financial hurdle for STI awards in respect of FY2014 to create a clear line of sight for executives
and transparency for shareholders as to how STI awards are determined. Performance at the completion of the financial year is
measured against pre-determined EBIT targets that were established as part of the Group’s annual budget process.
EBIT was chosen as the financial target because the Board believes that it effectively aligns rewards for executives with the
Company’s strategic focus on delivering strong earnings throughout the business cycle. The focus on EBIT is considered
appropriate in light of the difficult market conditions that Boral has faced over the past few years, and continues to face in
some markets.
The table below provides an overview of the STI performance targets for FY2014 for current Senior Executives.
Position
Weighting and target
CEO & Managing Director and Chief Financial Officer
100% Group EBIT
Other current Senior Executives
50% Group EBIT
50% relevant divisional EBIT
The STI performance objectives are communicated to Senior Executives at the beginning of the performance year and annual
performance evaluations are conducted following the end of the financial year. For FY2014, the evaluations were conducted in July
and August 2014.
The remuneration table on page 53 provides details of the STI awards made for performance during FY2014.
Long-term performance – FY2014
Prior to FY2014, relative TSR was the sole performance condition for the LTI awards. The Board believes that a relative TSR hurdle
ensures alignment between comparative shareholder return and reward for the executive.
Economic conditions mostly relating to the housing and construction cycle in recent years have resulted in the Company’s TSR
underperforming the comparator group, which also includes finance and retail organisations.
The LTI grants that were available for vesting in FY2014 were the grants with respect to FY2006, FY2007, FY2008, FY2009 and
FY2010.
The relative TSR performance and the vesting level for each LTI grant since November 2006 are set out in the table opposite. The LTI
grants from November 2007 are within the seven year life (prior to FY2014, test dates were generally at years 3, 5 and 7) and the
performance hurdle may still be reached before they lapse.
The table opposite demonstrates the level of performance achieved for each of the outstanding LTI grants up to 30 June 2014.
50 Boral Limited Annual Report 2014
Grant date
Expiry date
Option exercise price Mix of options/rights
Relative TSR performance Vesting level
Nov 06
Nov 07
Nov 08
Nov 09
Nov 10
Sep 11
Sep 12
Sep 13
Nov 13
Nov 14
Nov 15
Nov 16
Nov 17
Sep 18
Sep 19
Sep 16
$7.27
$6.78
N/A
N/A
N/A
N/A
N/A
N/A
50% options
50% rights
50% options
50% rights
100% rights
100% rights
100% rights
100% rights
100% rights
100% rights
50%
68%
33% as at 2nd test date
(Nov 2013)
26% as at 1st test date
(Nov 2012)
40% as at 1st test date
(Nov 2013)
1st test date Sep 2014
1st test date Sep 2015
Test date Sep 2016
50%
86%
0%
0%
0%
N/A
N/A
N/A
Section 5: Senior Executive contracts and transitions
Remuneration structure and contract terms for Mr Mike Kane
Mr Kane was appointed CEO & Managing Director on 1 October 2012. An overview of the terms of his employment is provided below:
Feature
Description
Total reward determination
Benchmarked to a comparator group which is closely aligned to Boral’s current market position
and selected from similar companies within a range of Boral’s market capitalisation.
The group includes companies from the industrials and materials sectors of the S&P/ASX 200
Index with a 12 month moving average market capitalisation and revenue of between 50% and
200% of Boral.
Total reward summary
FAR of $1.67m as at 1 September 2013.
STI entitlement is 100% of FAR for “target” performance with a maximum of 140% of FAR for
“stretch” performance.
LTI entitlement is a maximum of 100% of FAR and is granted under the terms of the LTI plan
(described at pages 44 and 48 to 49 of this Report).
Shareholders approved a grant of 732,456 performance rights to Mr Kane at the 2013 Annual
General Meeting (AGM).
Contract duration
Ongoing contract, which can be terminated at any time by the Company upon giving 12 months’
notice (or three months in the case of illness) or by Mr Kane upon giving six months’ notice.
Termination of employment
(without cause)
If employment is terminated without cause, by reason of illness or death or as a result of a
fundamental change, Mr Kane will receive a separation payment equal to 12 months’ FAR.
In such circumstances, Mr Kane will forfeit his entitlement to any STI in respect of the year of
termination (i.e. the STI is not pro rated), unless the Board determines otherwise.
In relation to the FY2013 LTI award, any performance rights that are unvested will remain on foot
and vest on the next test date if the performance hurdles are satisfied. If vesting does not occur at
that time, the rights will lapse.
For future LTI grants which remain unvested at the date of termination, the incentives will remain on
foot in accordance with the terms of the individual grant, unless the Board determines otherwise.
Where Mr Kane resigns, or his employment is terminated for cause, Mr Kane will not receive a
separation payment. In these circumstances, Mr Kane will not be entitled to any STI in respect of
the year of termination, and any unvested LTI entitlements will lapse unless the Board determines
otherwise.
Boral Limited Annual Report 2014 51
Termination of employment
(with cause) or resignation
2014 REMUNERATION
REPORT
Feature
Description
Relocation expenses
Boral agreed to pay for the cost of relocating Mr Kane and his family from his base in the USA to
Sydney as a result of his appointment as CEO & Managing Director, as well as reasonable rental
costs for up to five years.
Contract terms for other current Senior Executives
Key features of the employment arrangements for the current Senior Executives (other than the CEO & Managing Director) include:
•
•
•
employment continues until terminated by either the Senior Executive or Boral;
notice periods are typically six months, but reduce where termination is for performance reasons; and
termination by the Company for reasons other than resignation or performance results in a termination payment of up to twelve
months’ fixed remuneration.
The entitlement of Senior Executives to unvested LTI awards is dealt with under the LTI plan rules and the specific terms of grant.
Former Senior Executives
In line with previous practice, the following is disclosed to provide shareholders with additional information regarding Senior
Executive movements.
CFO transition
On 20 August 2013, the Company announced the appointment of Ms Rosaline Ng as Chief Financial Officer of Boral Limited,
effective 15 September 2013. Ms Ng replaced Mr Andrew Poulter who left Boral for personal reasons and ceased to be classified as
one of Boral’s KMP on 15 September 2013. Mr Poulter remained in employment and available to assist Boral through a transition
period until 28 February 2014, at which time he received payment of approximately one year’s fixed remuneration under the terms of
his contract.
USG Boral Building Products
On 28 February 2014, the Company announced the formation with USG Corporation of the strategic joint venture, USG Boral
Building Products, with sales and operations across Asia, Australasia and the Middle East. Mr Frederic de Rougemont was
appointed as Chief Executive Officer of USG Boral Building Products and as a result, Mr de Rougemont ceased to be a KMP
as of 28 February 2014.
52 Boral Limited Annual Report 2014
Section 6: Senior Executive remuneration tables
The following Senior Executive remuneration table has been prepared in accordance with the accounting standards and has been
audited. The values in the table below align with the amounts expensed in Boral’s financial statements.
These amounts differ from the actual remuneration outcomes table on page 44 in that LTI payments in the earlier table reflect the
value of rights that actually vested during the year while the “share-based payments” below reflect the fair market value of LTI grants
calculated in accordance with the accounting standards.
Senior Executive remuneration table
Short-term
Post-
employment
Termination
benefit
Share-based paymentsa
Other
long-termb
Total
Total Variable Remuneration
A$’000s
Cash salaryc
Short-term
incentived
Non-
monetary
benefitse
Super-
annuation
Long-Term
Incentives
Deferred
Short-Term
Incentive
% of
remuneration
related to
performance
% of target
STI paid
Share based
payments
as % of total
Current Senior Executives
Mike Kaneg
2014 1,696.5 1,365.4
427.7
–
2013 1,494.1
–
140.9
29.7
2014
555.8
117.6
34.3
60.3
2013
326.5
–
30.3
37.5
2014
787.8
316.4
255.0
2013
241.9
14.1
2.4
Rosaline Ng 2014
647.7
233.9
22.9
2014
480.3
165.8
10.7
2013
224.4
–
5.3
–
–
14.1
17.8
7.0
Al Bormf
Joseph
Gossg
Darren
Schulz
Sub-total
–
–
–
–
–
–
–
–
–
976.5
113.8
28.6 4,608.5 53.3% 102.2% 23.7%
359.3
125.2
30.7
–
20.4 2,044.4
17.6%
0.0% 17.6%
9.8
–
–
–
903.0
28.0% 52.7% 15.0%
425.0
7.2%
0.0%
7.2%
129.0
26.4
12.8
1,527.4
30.9% 103.4% 10.2%
–
–
3.2
261.6
5.4%
3.7%
0.0%
176.8
19.5
11.3
1,126.2 38.2% 105.5% 17.4%
45.1
13.8
(0.6)
732.9
30.7% 138.2% 8.0%
2.6
–
3.1
242.4
1.1%
0.0%
1.1%
2014 4,168.1 2,199.1
750.6
92.2
– 1,452.6
183.3
52.1 8,898.0
2013 2,286.9
14.1
178.9
74.2
–
392.6
–
26.7
2,973.4
Former Senior Executives
Andrew
Poulterh
2014
177.8
2013
791.0
–
–
2014
408.2
246.8
182.5
75.6
2013
429.1
–
240.0
95.1
3.3
5.4
798.6
(244.4)
–
16.5
–
–
–
158.8
134.6
41.6
2014
586.0
246.8
185.8
81.0
798.6
(109.8)
2013 1,220.1
–
240.0
111.6
–
200.4
Frederic de
Rougemonti
Sub-total
Total
–
–
–
–
–
–
740.7
(33.0%)
0.0% (33.0%)
13.5
979.8
16.2%
0.0% 16.2%
1,047.7
36.4% 96.6% 12.8%
–
805.8
5.2%
0.0%
5.2%
– 1,788.4
13.5
1,785.6
2014 4,754.1 2,445.9
936.4
173.2
798.6 1,342.8
183.3
52.1 10,686.4
2013 3,507.0
14.1
418.9
185.8
–
593.0
–
40.2
4,759.0
a The fair market value of the options and rights is calculated at the date of grant using the Monte Carlo simulation analysis. For the grants prior to FY2013, the value is allocated to each reporting
period evenly over the period of five years from the grant date. For the grant issued in FY2014 the value is allocated evenly over the period of three years from the grant date. The value
disclosed above is the portion of the fair market value of the options and rights allocated to the FY2014 reporting period, including the value of deferred equity.
b Other long-term includes long service leave accruals.
c Cash salary includes all fixed salary, relocation allowances and accrued annual leave.
d Short-term incentive values for current KMP represent 80% of the total STI with the remaining 20% to be deferred into equity and expensed over three years in accordance with the deferred
STI plan introduced for FY2014.
e Includes all non-monetary benefits, such as parking, medical insurance, home leave, housing allowances, vehicle costs, and any applicable fringe benefits tax payable by the Company upon
providing these benefits.
f Al Borm’s remuneration has been converted at the foreign exchange rate of AUD 1 = USD 0.9141, being the average conversion for the FY2014 period (1.0238 for the FY2013 period).
g Under the terms of their expatriate agreements, superannuation contributions have not been made for Mike Kane or Joseph Goss.
h Andrew Poulter ceased to be a KMP effective 15 September, however continued to be employed through a transition period until 28 February, at which time he received approximately
12 months’ remuneration in accordance with the terms of his contract.
i Frederic de Rougemont’s remuneration has been converted at the foreign exchange rate of AUD1 = EUR 0.676 being the average conversion for the FY2014 period (0.7903 for the FY2013
period).
Boral Limited Annual Report 2014 53
2014 REMUNERATION
REPORT
LTI grants and movement during the year
The following tables provide details of rights granted during the year under the LTI plan, as well as the movement during the year in
options and rights granted under the LTI plan in previous financial years.
Balance as at
30 June 2013
Granted during
the year as
remunerationa
Equity Type
Value of Grantb
Exercised/
Vested during
the Year
Value of Options
and rights
exercised/vestedc
Lapsed/
cancelled
during the year
Value of Options
and rights lapsed/
cancelledd
No.
No.
$
No.
$
No.
Current Senior Executivese
Mike Kane
Al Borm
Joseph Goss
Rosaline Ng
Darren Schulz
Rights
Rights
Rights
Rights
Options
Rights
847,668
732,456
2,043,552
83,540
109,242
304,785
–
167,763
468,059
147,375
153,509
428,290
44,400
13,333
–
–
50,329
140,418
Former Senior Executives
Andrew Poulter
Frederic de
Rougemont
Rights
Rights
358,080
–
–
104,442
109,854
306,493
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
Balance as at
30 June 2014
No.
1,580,124
192,782
167,763
298,198
24,700
63,662
–
–
–
(2,686)
(19,700)
–
13,269
26,595
–
(358,080)
863,148
–
–
–
214,296
a Rights were granted to Senior Executives on 1 September 2013, to be tested on 1 September 2016, and there will be no retesting.
b The fair market value of rights granted on 1 September 2013, calculated using a Monte Carlo simulation analysis, is. $2.28 per right for 2/3 of the grant relating to the TSR measure and $3.81
per right for 1/3 of the grant relating to the ROFE hurdle.
c Calculated per right as the market price of Boral shares on the date of vesting. No exercise price is payable in respect of rights that vest. While there were exercisable options during the year,
no options were exercised by Senior Executives because the exercise price exceeded the market price for Boral shares.
d Value is calculated at fair market value of option or right on date of grant.
e No options were granted to any Senior Executives during the FY2014 period.
The number of options and rights included in the balance at 30 June 2014 for the Senior Executives is set out below:
2006
2007
2008c
2009c
2010c
2011c
2012c
2013c
Balance as at
30 June 2014
Year of grant
Current Senior Executives
Mike Kane
Al Borm
Joseph Goss
Rosaline Nga
Darren Schulz
Former Senior Executives
Andrew Poulter
Frederic de Rougemont
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
78,717
102,285
666,666
732,456
1,580,124
14,582
34,318
34,640
109,242
–
–
–
167,763
192,782
167,763
25,600b
16,798
16,792
29,519
39,962
40,718
153,509
322,898
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
13,333
50,329
63,662
–
–
–
104,442
109,854
214,296
a Rosaline Ng became a Senior Executive from 15 September 2013.
b Split between 24,700 options and 900 rights.
c No options have been granted to Senior Executives since the 2008 year of grant.
54 Boral Limited Annual Report 2014
Section 7: Non-executive Directors’ remuneration
The non-executive Directors receive fixed fees only, which includes base fees and Board Committee fees. It is structured on a total
fee 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 $1,550,000 per annum was approved at the Company’s AGM in November 2011.
Non-executive Director fee levels for the 2014 financial year were as follows:
Position
Chairman
Committee Chairman
Director
Base fees
$405,600
$135,000
$135,000
Committee fees
–
$28,540
$14,270
Total fees
$405,600
$163,540
$149,270
The total annual non-executive Director remuneration for the current Board of seven non-executive Directors for FY2014 was
$1,401,700, including superannuation.
The Board will be seeking shareholder approval at the 2014 Annual General Meeting to increase the non-executive Directors’ fee
pool to ensure that the Company has the ability to pay competitive fees that are aligned with the market and to provide the Board
with flexibility to appoint further non-executive Directors at the appropriate time, recognising the importance of orderly succession
planning.
A comprehensive review of the level of fees paid to Boral’s non-executive Directors was undertaken during the year, and included a
review of market benchmarking information prepared by EY, Boral’s external remuneration consultant. The review considered the
elements of size and complexity of the business, time commitments and fees paid for non-executive Directors of companies of a
comparable size. As a result of the market review, with effect from 1 July 2014:
•
•
•
•
the Chairman’s fee increased by $12,200 per annum from $405,600 to $417,800;
the non-executive Directors’ base fee increased by $4,100 from $135,000 to $139,100;
the Audit Committee Chairman’s fee increased by $9,460 from $28,540 to $38,000; and
the Audit Committee membership fee increased by $5,230 from $14,270 to $19,500.
Non-executive Directors’ total remuneration
The remuneration of the non-executive Directors is set out in the following table.
A$’000s
Catherine Brennera
Brian Clark
Eileen Doyle
Bob Every, Chairman
Richard Longes
John Marlay
Paul Rayner
Total
2014
2013
Short-term
Board and
Committee fees
Post-
employment
superannuation
Short-term
Board and
Committee fees
Post-
employment
superannuation
Total fees
164.7
149.7
162.8
387.8
136.6
149.7
149.7
13.8
13.8
15.1
17.8
12.6
13.8
13.8
178.5
163.5
177.9
405.6
149.2
163.5
163.5
145.4
145.4
158.5
373.5
132.4
145.4
145.4
1,301.0
100.7
1,401.7
1,246.0
13.1
13.1
14.3
16.5
11.9
11.8
13.1
93.8
Total fees
158.5
158.5
172.8
390.0
144.3
157.2
158.5
1,339.8
a Ms. Brenner received a one-off payment of $15,000 in FY2014 for additional services as Chairman of the Due Diligence Committee that was established by the Board for the formation of the
USG Boral Building Products joint venture.
Boral Limited Annual Report 2014 55
2014 REMUNERATION
REPORT
Section 8: Senior Executive and Non-executive Director transactions
Loans
There were no loans made or outstanding to Senior Executives or non-executive Directors during FY2014.
Movements in shares
The number of shares held in Boral Limited during the financial year by each Senior Executive and non-executive Director of
Boral Limited, including their personally related entities, are set out below:
Current Senior Executives
Mike Kane
Al Borm
Joseph Goss
Rosaline Ng
Darren Schulz
Former Senior Executives
Andrew Poultera
Frederic de Rougemont
Balance at the beginning of
the year
Received during the year on the
exercise of options/ SARs Other changes during the year
Balance at the end
of the year
Number
Number
Number
Number
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
10,100
–
133
–
–
10,100
10,233
10,100
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
28,586
–
–
28,586
–
–
–
–
–
–
–
–
10,393
–
–
10,393
10,186
–
207
10,393
–
–
–
–
–
–
–
–
a Final shareholding at 15 September 2013, the date of ceasing to be an executive included in Key Management Personnel.
56 Boral Limited Annual Report 2014
Non-executive Directors
Bob Every
Catherine Brenner
Brian Clark
Eileen Doyle
Richard Longes
John Marlay
Paul Rayner
Balance at the beginning
of the year
Received during the
year on the exercise of
options/ SARs
Allocation in Non-
executive Directors’
Share Plan a
Other changes during
the year
Balance at the end
of the year
Number
Number
Number
Number
Number
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
70,221
–
–
–
70,221
70,221
–
–
–
70,221
15,301
–
–
70
15,371
5,195
–
–
10,106
15,301
75,957
–
–
930
76,887
74,546
–
–
1,411
75,957
15,058
–
–
18
15,076
1,282
–
–
13,776
15,058
38,674
–
–
509
39,183
28,341
–
–
10,333
38,674
25,048
–
–
53
25,101
4,969
–
–
20,079
25,048
49,747
–
–
369
50,116
29,189
–
–
20,558
49,747
a Directors will only be entitled to a transfer of the shares in accordance with the terms and conditions of the plan.
Other transactions
Transactions entered into during the year with non-executive Directors or Senior Executives 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 Boral long-term incentive plan;
terms and conditions of employment;
•
•
reimbursement of expenses;
• purchases of goods and services.
A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group on
terms and conditions no more favourable than those available on an arm’s length basis.
Boral Limited Annual Report 2014 57
FINANCIAL
STATEMENTS
Financial
statements
58 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
Contents
Boral Limited and Controlled Entities
FINANCIAL STATEMENTS
Income Statement
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
1 Significant accounting policies
2 Segments
3 Profit for the period
4 Significant items
5
Discontinued operations, assets held for sale
and business disposals
Income tax expense/(benefit)
78
82
6
83
7 Dividends
84
8 Earnings per share
85
9 Cash and cash equivalents and cash on deposit
85
10 Receivables
11 Inventories
86
12 Investments accounted for using the equity method 86
88
13 Other financial assets
89
14 Property, plant and equipment
90
15 Intangible assets
92
16 Other assets
92
17 Payables
92
18 Loans and borrowings
93
19 Other financial liabilities
93
20 Current tax liabilities
93
21 Deferred tax assets and liabilities
95
22 Provisions
97
23 Issued capital
98
24 Reserves
99
25 Contingent liabilities
100
26 Commitments
60
61
62
63
64
65
72
74
76
27 Employee benefits
28 Loans and borrowings
29 Financial instruments
30 Key management personnel disclosures
31 Auditors’ remuneration
32 Acquisition/disposal of controlled entities
33 Controlled entities and non-controlling interests
34 Related party disclosures
35 Notes to statement of cash flows
36 Parent entity disclosures
37 Deed of cross guarantee
Statutory Statements
Shareholder Information
Financial History
101
104
105
113
114
115
116
119
120
121
122
124
126
129
EBIT before significant items and net profit after tax before
significant items are non-IFRS measures used to provide a
greater understanding of the underlying performance of the
Group. This information has been extracted or derived from the
financial statements. Significant items are detailed in note 4 to
the financial statements and relate to income and expenses that
are associated with significant business restructuring, impairment
or individual transactions.
Boral Limited Annual Report 2014 59
Income Statement
Boral Limited and Controlled Entities
For the year ended 30 June
Continuing operations
Revenue
Cost of sales
Selling and distribution expenses
Administrative expenses
Other income
Other expenses
Share of equity accounted income
Profit/(loss) before net financing costs and income tax expense
Financial income
Financial expenses
Net financing costs
Profit/(loss) before income tax expense
Income tax benefit/(expense)
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 interests
Net profit/(loss)
Basic earnings per share
Diluted earnings per share
Continuing operations
Basic earnings per share
Diluted earnings per share
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
3
3
3
3,12
3
3
6
5
8
8
8
8
4,455.1
(3,231.3)
(780.0)
(276.1)
4,163.4
(3,044.5)
(734.6)
(280.5)
(4,287.4)
(4,059.6)
21.4
(64.7)
37.3
161.7
20.3
(84.7)
(64.4)
97.3
9.0
106.3
69.9
176.2
173.3
2.9
176.2
22.2c
22.0c
14.0c
13.9c
53.1
(449.8)
7.6
(285.3)
2.8
(95.5)
(92.7)
(378.0)
108.7
(269.3)
63.6
(205.7)
(212.1)
6.4
(205.7)
(27.7c)
(27.7c)
(34.9c)
(34.9c)
The income statement should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
60 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS Statement of Comprehensive Income
Boral Limited and Controlled Entities
For the year ended 30 June
Net profit/(loss)
Other comprehensive income
Items that will not be reclassified to Income Statement:
Actuarial gain/(loss) on defined benefit plans
Income tax on items that will not be reclassified to Income Statement
Items that may be reclassified subsequently to Income Statement:
Net exchange differences from translation of foreign operations taken
to equity
Foreign currency translation reserve transferred to net profit on disposal
of controlled entities
Fair value adjustment on cash flow hedges
Income tax on items that may be reclassified subsequently to
Income Statement
Total comprehensive income/(loss)
Total comprehensive income is attributable to:
Members of the parent entity
Non-controlling interests
Total comprehensive income/(loss)
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
176.2
(205.7)
27
24
24
–
–
4.5
(1.4)
10.6
116.3
(146.5)
(10.1)
7.3
3.1
8.3
56.0
37.5
(18.9)
34.4
3.1
37.5
(33.6)
14.7
(18.9)
The statement of comprehensive income should be read in conjunction with the accompanying notes which form an integral part of
the financial statements.
Boral Limited Annual Report 2014 61
Balance Sheet
Boral Limited and Controlled Entities
As at 30 June
CURRENT ASSETS
Cash and cash equivalents
Cash on deposit
Receivables
Inventories
Other financial assets
Other
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 assets
Other
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Payables
Loans and borrowings
Other financial liabilities
Current tax liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Payables
Loans and borrowings
Other financial liabilities
Deferred tax liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
Total parent entity interest
Non-controlling interests
TOTAL EQUITY
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
9
9
10
11
13
16
10
11
12
13
14
15
21
16
17
18
19
20
22
17
18
19
21
22
23
24
383.2
–
708.8
528.1
8.3
36.1
149.9
70.6
887.8
680.0
11.6
31.0
1,664.5
1,830.9
54.5
21.1
851.8
22.4
16.8
19.6
34.6
23.5
2,561.9
3,378.1
196.1
154.1
32.7
3,894.6
5,559.1
648.5
215.4
12.1
89.8
204.4
1,170.2
18.1
886.1
38.8
–
97.8
1,040.8
2,211.0
3,348.1
849.9
133.7
29.3
4,485.5
6,316.4
760.1
126.9
56.1
19.1
212.1
1,174.3
9.4
1,539.6
25.5
57.6
116.5
1,748.6
2,922.9
3,393.5
2,477.6
2,433.8
2.1
868.4
3,348.1
–
3,348.1
74.4
796.0
3,304.2
89.3
3,393.5
The balance sheet should be read in conjunction with the accompanying notes which form an integral part of the financial statements.
62 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS Statement of Changes in Equity
Boral Limited and Controlled Entities
For the year ended 30 June 2014
Balance at 1 July 2013
Net profit
Other comprehensive income
Translation of net assets of overseas controlled entities
Translation of long-term borrowings and foreign currency
forward contracts
Foreign currency translation reserve transferred to net
profit on disposal of controlled entities
Fair value adjustment on cash flow hedges
Income tax relating to other comprehensive income
Total comprehensive income/(loss)
Transactions with owners in their capacity as owners
CONSOLIDATED
Issued
capital
$ millions
Reserves
$ millions
Retained
earnings
$ millions
Total parent
entity
interest
$ millions
Non-
controlling
interests
$ millions
Total equity
$ millions
2,433.8
74.4
796.0
3,304.2
89.3
3,393.5
–
–
–
–
–
–
–
–
173.3
173.3
2.9
176.2
24.4
(14.0)
(146.5)
(10.1)
7.3
–
–
–
–
–
(138.9)
173.3
24.4
(14.0)
(146.5)
(10.1)
7.3
34.4
0.2
–
–
–
–
3.1
24.6
(14.0)
(146.5)
(10.1)
7.3
37.5
Shares issued under the Dividend Reinvestment Plan
43.8
Dividends paid
Other – Cultured Stone (note 24)
Share-based payments
Non-controlling interests disposed
Contributions by non-controlling interests
–
–
–
–
–
–
–
59.4
7.2
–
–
–
43.8
–
43.8
(100.9)
(100.9)
(6.9)
(107.8)
–
–
–
–
59.4
7.2
–
–
(59.4)
–
–
7.2
(28.2)
(28.2)
2.1
2.1
Total transactions with owners in their capacity as owners
43.8
66.6
(100.9)
9.5
(92.4)
(82.9)
Balance at 30 June 2014
2,477.6
2.1
868.4
3,348.1
–
3,348.1
For the year ended 30 June 2013
Balance at 1 July 2012
Net profit/(loss)
Other comprehensive income
Translation of net assets of overseas controlled entities
Translation of long-term borrowings and foreign
currency forward contracts
Foreign currency translation reserve transferred to net
profit on disposal of controlled entities
Fair value adjustment on cash flow hedges
Actuarial gain/(loss) on defined benefit plans
Income tax relating to other comprehensive income
Total comprehensive income/(loss)
Transactions with owners in their capacity as owners
Shares issued under the Dividend Reinvestment Plan
Shares issued on vesting of rights
Dividends paid
Share-based payments
Contributions by non-controlling interests
Total transactions with owners in their capacity as owners
Balance at 30 June 2013
CONSOLIDATED
Retained
earnings
$ millions
Total parent
entity
interest
$ millions
Non-
controlling
interests
$ millions
Total equity
$ millions
Reserves
$ millions
(109.2)
–
1,069.9
(212.1)
3,329.1
(212.1)
74.3
6.4
3,403.4
(205.7)
Issued
capital
$ millions
2,368.4
–
–
–
–
–
–
–
–
64.9
0.5
–
–
–
65.4
2,433.8
187.7
(79.7)
3.1
8.3
–
56.0
175.4
–
(0.5)
–
8.7
–
8.2
74.4
–
–
–
187.7
(79.7)
8.3
–
196.0
(79.7)
3.1
–
3.1
–
4.5
(1.4)
(209.0)
–
–
(64.9)
–
–
(64.9)
796.0
8.3
4.5
54.6
(33.6)
64.9
–
(64.9)
8.7
–
8.7
3,304.2
–
–
–
14.7
–
–
(6.0)
–
6.3
0.3
89.3
8.3
4.5
54.6
(18.9)
64.9
–
(70.9)
8.7
6.3
9.0
3,393.5
The statement of changes in equity should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
Boral Limited Annual Report 2014 63
Statement of Cash Flows
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)/received
Restructure costs paid
Net Cash Provided by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of intangibles
Purchase of non-controlling interest
Loans to associates
(Increase)/decrease in cash on deposit
Proceeds on disposal of non-current assets
Proceeds on disposal of controlled entities and businesses (net of transaction costs)
Cash disposed relating to disposals of controlled entities
Net Cash Provided by/(Used in) Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Dividends paid (net of dividends reinvested under the Dividend Reinvestment Plan of
$43.8 million (2013: $29.4 million))
Dividends paid to non-controlling interests
Contributions by non-controlling interests
Proceeds from settlement of financial instruments
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
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
35
35
35
5
5
5,579.8
(4,992.2)
587.6
18.6
7.1
(86.5)
14.0
(33.5)
507.3
5,643.9
(5,188.3)
455.6
18.6
7.6
(101.8)
2.2
(73.2)
309.0
(267.1)
(308.4)
(1.1)
(48.4)
(0.5)
69.9
37.3
556.2
(79.1)
267.2
–
(57.1)
(6.9)
2.1
32.7
73.1
(568.5)
(524.6)
249.9
135.7
(2.4)
(0.4)
–
1.8
(63.9)
84.9
92.1
(4.3)
(198.2)
35.5
(35.5)
(6.0)
6.3
–
186.5
(352.8)
(166.0)
(55.2)
181.5
9.4
Cash and cash equivalents at the end of the year
35
383.2
135.7
The statement of cash flows should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
64 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS Notes to the Financial Statements
Boral Limited and Controlled Entities
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 statements for the year ended
30 June 2014 comprise Boral Limited and its controlled entities
(the “Group”).
The financial statements were authorised for issue by the
Directors on 27 August 2014.
The Group is a for-profit entity and is primarily involved in the
manufacturing and supply of building and construction materials
in Australia, Asia and the United States of America.
A. Basis of preparation
The financial statements are general purpose financial statements
which have been prepared in accordance with Australian
Accounting Standards adopted by the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001. The
financial statements of the Group comply with International
Financial Reporting Standards (IFRS) adopted by the International
Accounting Standards Board.
The financial statements are presented in Australian dollars,
which is the Company’s functional currency. The functional
currency is the principal currency in which subsidiaries and
associates operate.
The financial statements have been prepared on the basis of
historical cost, except for financial instruments, any disposal
groups held for sale, equity securities and share-based payment
arrangements, 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 financial statements 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.
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.
In determining the amount of current and deferred tax, the
Group takes into account the impact of uncertain tax positions
and whether additional taxes and interest may be due. This
assessment relies on estimates and assumptions and may
involve a series of judgements about future events. 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 of 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.
•
•
•
•
Changes in accounting policies: Except for the changes
noted below, the Group has consistently applied the accounting
policies set out in this note to all periods presented in the
consolidated financial statements.
New accounting standards: Several new accounting standards
have been applied from 1 July 2013:
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:
AASB 10 Consolidated Financial Statements.
AASB 11 Joint Arrangements.
AASB 12 Disclosure of Interests in Other Entities.
AASB 13 Fair Value Measurement.
AASB 119 Employee Benefits.
AASB 128 Investments in Associates and Joint Ventures.
AASB Interpretation 20 Stripping Costs in the Production Phase
of a Surface Mine.
Boral Limited Annual Report 2014 65
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies (continued)
Adoption of these standards has not resulted in any material
changes to the Group’s financial statements, other than:
AASB Interpretation 20 Stripping Costs in the Production Phase
of a Surface Mine specifies that the costs associated with
the removal of waste during the production phase of a mine
(stripping costs) are recognised as a Non-current asset. The
stripping activity asset is accounted for as an addition to, or
as an enhancement of an existing asset.
The effect of the application of AASB Interpretation 20 was
retrospectively applied back to 1 July 2012, being the first
comparative period presented. This resulted in an increase
of Property, plant and equipment by $31.0 million, a decrease
of Other current assets by $11.8 million and a decrease of
Other non-current assets by $19.2 million. There was no
impact on the reported net result in either the current or prior
period, other than an increase in amortisation of $14.1 million
(June 2013: $15.9 million) and a corresponding decrease
in stripping expenses. Capital expenditure increased by
$21.1 million (June 2013: $15.0 million).
New accounting standards and interpretations not yet
adopted: The Group has not adopted the following new
accounting standard which is effective for periods beginning
after 1 July 2013:
AASB 9 Financial Instruments
The impact of these changes is still being fully assessed;
however, initial assessments indicate that there would be
no significant impact on the Group’s financial statements.
B. Principles of consolidation
Subsidiaries: Subsidiaries are entities controlled by the Group.
Control exists when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are consolidated from the
date that control commences until the date that control ceases.
Interests in equity-accounted entities: The Group’s interests
in equity-accounted entities comprise interests in associates and
joint ventures.
Associates are those entities in which the Group has significant
influence, but not control or joint control, over the financial and
operating policies. A joint venture is an arrangement in which the
Group has joint control, whereby the Group has rights to the net
assets of the arrangement, rather than rights to its assets and
obligations for its liabilities.
Interests in associates and joint ventures are accounted for using
the equity method. They are recognised initially at cost, which
includes transaction costs. Subsequent to initial recognition, the
consolidated financial statements include the Group’s share of
the profit or loss and non-controlling interest of equity-accounted
entities, until the date on which significant influence or joint
control ceases.
66 Boral Limited Annual Report 2014
Joint operations: The Group recognises its direct right to the
assets, liabilities, revenues and expenses of joint operations and
its share of any jointly held or incurred assets, liabilities, revenues
and expenses.
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.
Business combinations: The acquisition method of accounting
is used to account for all business combinations.
The consideration transferred for the acquisition of a subsidiary
or business comprises the fair values of the assets transferred,
the liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes the fair value
of any asset or liability resulting from a contingent consideration
arrangement and the fair value of any pre-existing equity interest
in the subsidiary.
Acquisition related costs are expensed as incurred. Identifiable
assets acquired and liabilities and contingent liabilities assumed
in a business combination are initially measured at their fair values
at the acquisition date.
On an acquisition-by-acquisition basis the Group recognises any
non-controlling interest in the acquiree either at fair value or at the
non-controlling interest’s proportionate share of the acquiree’s net
identifiable assets.
The excess of consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition date
fair value of any previous equity interest in the acquiree over
the fair value of the Group’s share of the net identifiable assets
acquired is recorded as goodwill. Where the excess is negative,
a bargain purchase gain is recognised immediately in the
Income Statement.
Where settlement of any part of cash consideration is deferred,
the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the
entity’s incremental borrowing rate.
Contingent consideration is classified either as equity or a
financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value
recognised in the Income Statement.
FINANCIAL STATEMENTS 1. Significant accounting policies (continued)
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, which is the date goods are delivered to the customer.
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.
Income tax
E.
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.
Tax consolidation: Boral Limited and its wholly owned
Australian controlled entities have elected to enter into tax
consolidation effective 1 July 2002. As a consequence, all
members of the tax consolidated group are taxed as a single
entity. The head entity is Boral Limited.
Taxation of financial arrangements (TOFA): The Tax Law
Amendment (Taxation of Financial Arrangements) Act 2009 (TOFA
legislation) applies to certain financial arrangements of a company
for income years commencing on or after 1 July 2010. TOFA
changes the tax treatment of financial arrangements, including
the treatment of hedging transactions. The Group has not made
any elections under the TOFA legislation and as a result there is
no material impact 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 statement of cash flows on a
gross basis. The GST components of cash flows arising from
investing and financing activities which are recoverable from,
or payable to, the ATO are classified as operating cash flows.
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.
Boral Limited Annual Report 2014 67
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies (continued)
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.
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.
Translation: The financial statements of foreign operations are
translated to Australian dollars as follows:
Non-current assets are not depreciated or amortised while they
are classified as held for sale.
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.
Impairment
L.
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.
In respect of assets valued at fair value less costs to sell, the
assets are valued based on indicative offers.
•
•
•
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 the 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.
Inventories
J.
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.
68 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 1. Significant accounting policies (continued)
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.
M. Intangible assets
Goodwill: 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.
Negative goodwill arising on an acquisition is recognised directly
in the Income Statement.
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 including deferred maintenance 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.
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. Quarry stripping
assets are amortised over the expected life of the identified
resources using the units of production method.
The depreciation and amortisation rates used for each class of
asset are as follows:
Buildings
Mineral reserves and
licences
2014
2013
1 – 10%
1 – 5%
1 – 10%
1 – 5%
Plant and equipment
5 – 33.3%
5 – 33.3%
Q. Payables
Trade payables and other accounts payable are initially
recognised at fair value when the Group becomes obliged to
make future payments resulting from the purchase of goods
and services. Payables are subsequently measured at their
amortised cost.
Boral Limited Annual Report 2014 69
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies (continued)
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 in respect of 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 the
balance date.
Provisions for employee entitlements which are not expected to
be settled within 12 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
contribution superannuation plans.
Defined contribution plan obligations are recognised as an
expense in the Income Statement as incurred.
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.
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
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.
70 Boral Limited Annual Report 2014
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.
FINANCIAL STATEMENTS 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.
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 statements and Directors’ Report
have been rounded off to the nearest one hundred thousand
dollars, unless otherwise stated.
1. Significant accounting policies (continued)
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 a 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 does 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 to equity, as a reduction of the share proceeds received,
net of any tax effects.
Boral Limited Annual Report 2014 71
Notes to the Financial Statements
Boral Limited and Controlled Entities
2. Segments
Operating segments are based on internal reporting to the Chief Executive Officer in assessing performance and determining the
allocation of resources.
The following summary describes the operations of the Group’s reportable segments:
Construction Materials & Cement
Building Products
Boral Gypsum *
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
–
–
–
–
–
–
–
Quarries, concrete, asphalt, transport, landfill, property, cement and concrete placing.
Australian bricks, roof tiles, masonry and timber products.
Australian and Asian plasterboard.
50/50 joint venture between USG Corporation and Boral Limited responsible for the
manufacture and sale of Plasterboard and associated products.
Bricks, cultured stone, roof tiles, fly ash, concrete and quarries.
Windows (2013: Asian Construction Materials and East Coast masonry).
Non-trading operations and unallocated corporate costs.
* The results of Boral Gypsum operations up to 28 February 2014 being the date of sale are shown as part of “Discontinued Operations” in the Income Statement.
During the period, the Group entered into an agreement with USG Corporation to combine its Australian and Asian Gypsum entities
with USG Corporation’s Asian and Middle East entities and technology into two 50/50 owned joint ventures.
For the period 1 July 2013 to 28 February 2014, the Group held 100% interest in Boral Gypsum, and the results were consolidated
into the Group’s financial report and have been shown in the Boral Gypsum segment.
From 1 March 2014, the Group has deconsolidated its existing Australian and Asian subsidiaries, and has recognised an equity
accounted investment in respect of its 50% shareholding in the newly formed joint ventures. The newly formed joint ventures consist
of Boral’s Gypsum division and USG’s Asian and Middle Eastern businesses and technology. The results from this date have been
equity accounted. Refer to note 12 of the financial statements.
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.
The Group has a large number of customers to which it provides products, with no single customer responsible for more than 10%
of the Group’s revenue.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
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
Profit from discontinued operations *
Significant items applicable to discontinued operations
Profit/(loss) before net financing costs and income tax expense from continuing operations
Net financing costs from continuing operations
Profit/(loss) before tax from continuing operations
* Represents segment earnings from the Gypsum and discontinued segment.
72 Boral Limited Annual Report 2014
CONSOLIDATED
2014
$ millions
5,203.9
(748.8)
4,455.1
251.3
(66.9)
(22.7)
161.7
(64.4)
97.3
2013
$ millions
5,286.5
(1,123.1)
4,163.4
(205.8)
(73.8)
(5.7)
(285.3)
(92.7)
(378.0)
FINANCIAL STATEMENTS 2. Segments (continued)
TOTAL REVENUE
INTERNAL REVENUE
EXTERNAL REVENUE
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
Construction Materials & Cement
3,310.4
3,176.0
Building Products
Boral Gypsum **
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
488.0
691.3
–
681.7
57.5
466.6
919.3
–
555.4
203.8
5,228.9
5,321.1
23.3
0.9
–
–
0.8
–
25.0
33.7
0.9
–
–
–
–
3,287.1
3,142.3
487.1
691.3
–
680.9
57.5
465.7
919.3
–
555.4
203.8
34.6
5,203.9
5,286.5
OPERATING PROFIT
(EXC EQUITY INCOME)
EQUITY ACCOUNTED INCOME
PROFIT BEFORE NET
FINANCING COSTS AND
INCOME TAX EXPENSE
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
Construction Materials & Cement
245.3
269.0
Building Products
Boral Gypsum **
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
Significant items (refer to note 4)
8.2
61.5
–
(38.3)
(0.5)
(29.0)
247.2
(39.1)
208.1
(40.1)
72.6
–
(63.6)
(8.8)
(22.4)
206.7
(430.1)
(223.4)
31.3
–
5.9
10.1
(0.3)
–
–
47.0
(3.8)
43.2
11.7
–
10.0
–
(0.6)
–
–
21.1
(3.5)
17.6
276.6
280.7
8.2
67.4
10.1
(38.6)
(0.5)
(29.0)
294.2
(42.9)
251.3
(40.1)
82.6
–
(64.2)
(8.8)
(22.4)
227.8
(433.6)
(205.8)
SEGMENT ASSETS (EXC EQUITY
ACCOUNTED INVESTMENTS)
EQUITY ACCOUNTED
INVESTMENTS
TOTAL ASSETS
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
Construction Materials & Cement
2,762.6
2,752.2
19.0
20.7
2,781.6
2,772.9
Building Products
Boral Gypsum **
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
Cash and cash equivalents
and cash on deposit
515.1
–
–
813.3
–
79.0
529.4
1,707.7
–
–
–
13.9
515.1
529.4
–
1,721.6
–
832.8
842.5
41.1
54.7
–
–
–
–
–
–
–
832.8
813.3
–
79.0
–
842.5
41.1
54.7
4,170.0
5,927.6
851.8
34.6
5,021.8
5,962.2
383.2
220.5
–
–
–
–
383.2
220.5
154.1
133.7
Tax assets
154.1
133.7
** Boral Gypsum results are shown as part of “Discontinued Operations” in the Income Statement and represent consolidated results for the period July 13 to February 14 in 2014
(2013: 12 months to June 2013).
Boral Limited Annual Report 2014 73
4,707.3
6,281.8
851.8
34.6
5,559.1
6,316.4
Notes to the Financial Statements
Boral Limited and Controlled Entities
2. Segments (continued)
Construction Materials & Cement
Building Products
Boral Gypsum **
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
Loans and borrowings
Tax liabilities
LIABILITIES
ACQUISITION OF
SEGMENT ASSETS*
DEPRECIATION
AND AMORTISATION
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
610.0
106.2
–
–
149.0
–
154.5
1,019.7
1,101.5
89.8
533.5
108.5
174.6
–
134.9
21.7
206.5
1,179.7
1,666.5
76.7
211.9
219.8
168.2
184.8
13.9
10.2
–
29.5
0.5
2.2
20.2
46.0
–
19.2
3.5
0.1
21.1
29.1
–
41.7
0.6
0.7
35.4
41.9
–
42.3
1.8
0.8
268.2
308.8
261.4
307.0
–
–
–
–
–
–
–
–
2,211.0
2,922.9
268.2
308.8
261.4
307.0
* Excludes amounts attributable to the acquisition of controlled entities and businesses.
** Boral Gypsum is shown as part of “Discontinued Operations” in the Income Statement.
Geographical information
For the year ended 30 June 2014, the Group’s trading revenue from external customers in Australia amounted to $4,010.5 million
(2013: $3,943.3 million), with $455.0 million (2013: $584.0 million) from the Plasterboard Asia operations, $680.9 million
(2013: $555.4 million) relating to operations in the USA and $57.5 million (2013: $203.8 million) relating to other operations.
The Group’s non-current assets (excluding deferred tax assets and other financial assets) in Australia amounted to $2,602.3 million
(2013: $2,576.1 million), with $537.9 million (2013: $1,134.1 million) in Asia and $577.9 million (2013: $618.1 million) in the USA.
In presenting information on a geographical basis, segment revenues are based on the geographical location of customers, while
segment assets are based on the geographical location of assets.
3. Profit for the period
For the year ended 30 June
REVENUE FROM CONTINUING OPERATIONS
Sale of goods
Rendering of services
Revenue from continuing operations
OTHER INCOME FROM CONTINUING OPERATIONS
Significant items
Net profit on sale of assets
Other income
Other income from continuing operations
OTHER EXPENSES FROM CONTINUING OPERATIONS
Significant items
Net foreign exchange loss
Other expenses from continuing operations
74 Boral Limited Annual Report 2014
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
4,366.8
4,066.3
88.3
97.1
4,455.1
4,163.4
–
14.5
6.9
21.4
61.8
2.9
64.7
13.1
35.3
4.7
53.1
448.9
0.9
449.8
4
4
FINANCIAL STATEMENTS 3. Profit for the period (continued)
For the year ended 30 June
SHARE OF EQUITY ACCOUNTED INCOME
Share of equity accounted income
Impairment of investment disclosed as significant item
Restructure costs disclosed as significant item
Less share of equity accounted income relating to discontinued operations
DEPRECIATION AND AMORTISATION EXPENSES
Land and buildings
Plant and equipment
Mineral reserves, licences and quarry stripping
Leased assets capitalised
Other intangibles
Less depreciation and amortisation expenses from discontinued operations
NET FINANCING COSTS FROM CONTINUING OPERATIONS
Interest income received or receivable from:
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 from continuing operations
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
12
4
4
5
4
47.0
–
(3.8)
(5.9)
37.3
17.8
222.6
17.7
0.1
3.2
261.4
(29.7)
231.7
3.1
0.9
16.3
20.3
80.6
0.8
3.3
84.7
(64.4)
21.1
(3.5)
–
(10.0)
7.6
20.2
263.5
19.1
0.1
4.1
307.0
(43.7)
263.3
2.8
–
–
2.8
93.0
–
2.5
95.5
(92.7)
*
In addition, interest of $4.7 million (2013: $3.6 million) was paid to other parties and capitalised in respect of qualifying assets. The capitalisation rate used was 6.0% (2013: 6.0%).
OTHER CHARGES
Employee benefits expense *
Operating lease rental charges
Bad and doubtful debts expense
1,060.5
1,137.6
96.2
9.6
110.3
8.8
*
Employee benefits expense includes salaries and wages, defined contribution expenses together with share-based payments and other entitlements. FY2013 also includes defined benefit
expenses.
Boral Limited Annual Report 2014 75
Notes to the Financial Statements
Boral Limited and Controlled Entities
4. Significant items
For the year ended 30 June
Net profit/(loss) includes the following items whose disclosure is relevant
in explaining the financial performance of the Group:
Continuing operations
Impairment of assets, businesses and restructuring costs
Goodwill
Property, plant and equipment
Other assets
Investments accounted for using the equity method
Restructure costs incurred by USG Boral Gypsum Joint Venture
Inventory
Demolition costs
Restructure and closure costs
Other
Gain on settlement of insurance claims
Suspension of clinker operations at Waurn Ponds and
reassessment of coal supply arrangements
Organisational restructure costs
Loss on sale of Oklahoma assets – USA
Tax related matters
Interest recoveries
Summary of significant items from continuing operations
Profit/(loss) before interest and tax
Interest recoveries
Income tax benefit
Net significant items from continuing operations
Discontinued operations
Loss on disposal of Windows business
Gain on disposal of Gypsum shareholding
Impairment of assets, businesses and restructuring costs
Property, plant and equipment
Gain on disposal of Asian Construction Materials businesses
Summary of significant items from discontinued operations
Profit/(loss) before interest and tax
Income tax benefit/(expense)
Net significant items from discontinued operations
Summary of significant items
Profit/(loss) before interest and tax
Interest recoveries
Income tax benefit
Net significant items
76 Boral Limited Annual Report 2014
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
–
(21.3)
(0.9)
–
(3.8)
(8.9)
(5.2)
(26.8)
1.3
(65.6)
–
–
–
–
(32.4)
(159.6)
–
(3.5)
–
(47.6)
–
(13.9)
–
(257.0)
13.1
(130.3)
(59.8)
(5.3)
(i)
(iii)
16.3
–
(ii)
(65.6)
16.3
24.7
(24.6)
(3.7)
26.4
–
–
22.7
3.8
26.5
(42.9)
16.3
28.5
1.9
(439.3)
–
117.5
(321.8)
–
–
(6.3)
12.0
5.7
(0.4)
5.3
(433.6)
–
117.1
(316.5)
FINANCIAL STATEMENTS
4. Significant items (continued)
2014 Significant items
(i) Impairment of assets, businesses and restructuring costs
In June, the Group announced the closure of its Maldon Cement manufacturing operations, which resulted in recognition of
impairment charges of $6.9 million and redundancy and restructure costs of $6.9 million.
In the USA, a reassessment of the manufacturing footprint was undertaken, resulting in the impairment of assets of $22.0 million
associated with the Ione rooftile plant in California and Augusta paver plant. In addition, redundancies of $8.2 million were made
to further reshape the business.
As part of the overall reshaping of the Group, further redundancy and restructure activities were undertaken in the Australian
Construction Materials businesses in Queensland and in Asphalt Victoria. In addition, due to the significant portfolio changes within
the Group over the last few years, the Group has reviewed the level of centralised services required to support the more streamlined
organisation which resulted in redundancies and restructure charges of $14.9 million and an asset impairment charge of $2.2 million.
Costs associated with the proposed East Coast Bricks Joint Venture of $2.0 million were also incurred.
Following formation of the Boral Gypsum Joint Venture, the joint venture incurred restructuring and redundancy costs of $3.8 million
to strengthen its low cost position and ensure a focused organisation that is well placed to deliver long-term performance.
A gain of $1.3 million was recorded in respect of the opening impact of the application of AASB 13 Fair Value Measurement relating
to the inclusion of credit and debit value adjustments in the fair value of financial instruments.
(ii) Gain on disposal of Gypsum shareholding
During the period, the Group entered into an agreement with USG Corporation to combine its Australian and Asian Gypsum entities
with USG Corporation’s Asian and Middle East entities and technology into two 50/50 owned joint ventures. On disposal of its interest,
Boral deconsolidated its existing Australian and Asia subsidiaries; and recognised an equity accounted investment in respect of its
remaining 50% shareholding in each of the Australian and Asian entities. This resulted in a net gain of $26.4 million. (Refer to note 5.)
(iii) Interest recoveries
Interest received on resolution of outstanding taxation matters.
2013 Significant items
Suspension of clinker operations at Waurn Ponds and reassessment of Berrima coal supply arrangements
Impairment and exit costs associated with the cessation of clinker manufacture at the Victorian Waurn Ponds operations together
with impairments and costs associated with reassessment of coal supply arrangements in Cement NSW resulted in asset write-downs
of $96.9 million and other charges and costs of $33.4 million.
Organisational restructure costs
During financial year ended June 2013, the Group incurred costs and redundancies associated with a coordinated Group-wide
organisation restructure program to simplify business structures and improve operational efficiency together with implementation
costs of outsourcing the Group’s Australian IT operations. This resulted in costs of $58.7 million and asset write-downs of $1.1 million.
Impairment of assets, businesses and restructuring costs
A structural decline in the Australian Bricks, Timber and Windows markets together with increased competition in Western Australia
resulted in impairments of Building Products’ assets (including $32.4 million of goodwill). The Bricks’ businesses were impaired by
$132.5 million, Timber impaired by $36.3 million and Windows by $6.3 million. Exit from the Engineered Flooring, Woodchips and
Queensland distribution businesses resulted in a further $33.6 million of restructuring costs and inventory write-downs.
In Construction Materials & Cement, land development costs of $30.2 million associated with land development in NSW were written off.
In the USA, the recovery has progressed slower than expected, resulting in the impairments of $24.4 million in respect of excess tile
production capacity in Mexico, Trinidad and Ione, California.
With the exception of the Windows business, which has been assessed on a fair value less costs to sell basis, the impairments have
been based on value in use calculations.
Boral Limited Annual Report 2014 77
Notes to the Financial Statements
Boral Limited and Controlled Entities
4. Significant items (continued)
Summary of significant items before interest and tax by segment
Construction Materials & Cement
Building Products
Boral Gypsum
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
CONSOLIDATED
2014
$ millions
2013
$ millions
(30.9)
–
26.4
(3.8)
(30.2)
(3.7)
(0.7)
(42.9)
(157.0)
(192.8)
–
–
(29.7)
5.7
(59.8)
(433.6)
5. Discontinued operations, assets held for sale and business disposals
During the year, the Group completed a number of divestments including:
•
•
the sale of its Windows businesses as at 30 November 2013; and
the divestment of a 50% interest in its Asian and Australian plasterboard operations as at 28 February 2014.
As a result, the earnings for the current and comparative period have been reclassified to “Discontinued Operations” in the
Income Statement.
Prior year comparatives also include the discontinued operations relating to former Asian Construction Materials and East Coast
Masonry businesses, which were disposed of during financial year ended 30 June 2013.
Results of discontinued operations
Revenue
Expenses
Share of equity accounted income
Trading profit before significant items, net financing costs and income
tax expense *
Impairment of assets, businesses and restructuring costs
Net gain on sale of discontinued operations
Profit before net financing costs and income tax expense
Net financing costs
Profit before income tax expense
Income tax (expense)/benefit
Net profit
Attributable to:
Members of the parent entity
Non-controlling interest
Net profit
Basic and diluted earnings per share
* Represents segment earnings from the Gypsum and discontinued segment.
78 Boral Limited Annual Report 2014
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
4
4
6
748.8
(687.8)
5.9
66.9
–
22.7
89.6
(2.4)
87.2
(17.3)
69.9
64.1
5.8
69.9
8.2c
1,123.1
(1,059.3)
10.0
73.8
(6.3)
12.0
79.5
(4.7)
74.8
(11.2)
63.6
55.3
8.3
63.6
7.2c
FINANCIAL STATEMENTS 5. Discontinued operations, assets held for sale and business disposals (continued)
Cash flows from discontinued operations
Net cash from operating activities
Net cash from investing activities
Net cash used in financing activities
Net cash from discontinued operations
CONSOLIDATED
2014
$ millions
2013
$ millions
51.3
468.6
(6.9)
513.0
111.2
24.1
(6.0)
129.3
(i) Boral Limited and USG Corporation Gypsum Joint Venture
During October 2013, the Group entered into an agreement with USG Corporation to combine its Australian and Asian Gypsum
entities with USG Corporation’s Asian and Middle East entities and technology into two 50/50 owned joint ventures. This transaction
was completed on 28 February 2014. These joint ventures are responsible for the manufacture and sale of plasterboard and
associated products throughout Australasia and Middle East, and position Boral with access to advanced technologies in Asia
and Australasia’s plasterboard markets.
For the period 1 July 2013 to 28 February 2014, the Group held 100% interest in the Gypsum division, and the results were
consolidated into the Group’s financial report. On disposal Boral:
•
•
deconsolidated its existing Australian and Asia subsidiaries; and
recognised an equity accounted investment in respect of its remaining 50% shareholding in each of the Australian and
Asian entities.
Under the terms of the agreement, Boral disposed of a 50% interest in its Gypsum division and is entitled to receive:
•
•
•
US$500 million cash payment on completion;
US$25 million in 3 years if earnings targets are achieved; and
US$50 million in 5 years if earnings targets are achieved.
The transaction completed on 28 February 2014, resulting in the following disposal entries.
Proceeds received on completion
Cash proceeds
Contingent consideration
Fair value of 50% interest in new Joint Ventures (note 12)
Consideration
Net assets disposed
Foreign currency translation reserve transferred to net profit on disposal of controlled entities
Non-controlling interest disposed
Transaction and establishment costs
Gain on disposal before income tax expense
Reconciliation of cash consideration
Consideration
Less: Transaction and establishment costs
Less: Cash and cash equivalents disposed
Consideration (net of transaction and establishment costs)
$ millions
561.9
43.5
846.7
1,452.1
(1,578.2)
146.5
28.2
(22.2)
26.4
561.9
(22.2)
539.7
(77.0)
462.7
Boral Limited Annual Report 2014 79
Notes to the Financial Statements
Boral Limited and Controlled Entities
5. Discontinued operations, assets held for sale and business disposals (continued)
(i) Boral Limited and USG Corporation Gypsum Joint Venture (continued)
Assets and liabilities disposed are as follows:
CURRENT ASSETS
Cash and cash equivalents
Receivables
Inventories
Other assets
NON-CURRENT ASSETS
Receivables
Investments accounted for using the equity method
Property, plant and equipment
Intangible assets
Deferred tax assets
CURRENT LIABILITIES
Bank overdraft
Payables
Loans and borrowings
Current tax liabilities
Provisions
NON-CURRENT LIABILITIES
Loans and borrowings
Deferred tax liabilities
Provisions
Net assets disposed
Carrying amount
$ millions
(100.6)
(176.2)
(78.2)
(4.2)
(15.5)
(14.7)
(785.8)
(668.8)
(5.7)
23.6
126.6
31.8
2.6
21.0
23.2
28.7
14.0
(1,578.2)
(ii) Potential Australian East Coast Brick Operations Joint Venture
On 4 April 2014, Boral announced that it has entered into an agreement with CSR Limited to combine their East Coast and South
Australian bricks operations, subject to certain completion conditions.
At 30 June 2014, the East Coast bricks business has not been classified as held for sale in the financial statements, as the transaction
remains subject to a number of conditions precedent including clearance by the Australian Competition and Consumer Commission.
80 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
5. Discontinued operations, assets held for sale and business disposals (continued)
(iii) Disposal of discontinued businesses (excluding Boral Gypsum)
During the year, the Group disposed of its Windows business.
Prior year comparatives also include the discontinued operations relating to former Asian Construction Materials and East Coast
Masonry businesses, which were disposed of during financial year ended 30 June 2013.
Consideration
Cash
Trade and other receivables
Inventories
Property, plant and equipment
Intangible assets
Other assets
Payables
Provisions
Net assets disposed
Foreign currency translation reserve transferred to net profit on disposal of controlled entities
Gain/(loss) on disposal of discontinued operations before income tax expense
Consideration
Less: Transaction costs
Less: Cash and cash equivalents disposed
Consideration (net of transaction costs)
CONSOLIDATED
2014
$ millions
2013
$ millions
16.5
76.5
(2.1)
(21.3)
(13.2)
(6.7)
–
(0.2)
17.4
5.9
(20.2)
–
(3.7)
19.2
(2.7)
(2.1)
14.4
(4.3)
(50.1)
(13.1)
(4.0)
(0.9)
(3.0)
13.8
0.2
(61.4)
(3.1)
12.0
76.5
–
(4.3)
72.2
Disposal of Oklahoma Concrete
In June 2013, the Group sold its Oklahoma Concrete business for net cash proceeds of $15.6 million and generated a loss before tax
of $5.3 million.
The disposal of the Oklahoma Concrete business was not recorded as a discontinued operation as it was not considered as a material
business of the Group.
Summary of consideration (after transaction costs)
Boral Limited and USG Corporation Gypsum Joint Venture
Discontinued businesses (excluding Boral Gypsum)
Oklahoma Concrete
Less: Cash and cash equivalents disposed
Total
539.7
16.5
–
556.2
(79.1)
477.1
–
76.5
15.6
92.1
(4.3)
87.8
Boral Limited Annual Report 2014 81
Notes to the Financial Statements
Boral Limited and Controlled Entities
6. Income tax expense/(benefit)
For the year ended 30 June
(i)
Income tax expense/(benefit)
Current income tax expense/(benefit)
Deferred income tax expense/(benefit)
Under/(over) provision for tax in previous years
Income tax expense/(benefit) attributable to profit/(loss)
(ii) Reconciliation of income tax expense/(benefit) to prima facie tax
Income tax expense/(benefit) on profit/(loss):
–
–
at Australian tax rate 30% (2013: 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/(recovered)
Non-deductible depreciation and amortisation
Capital gains/(losses) brought to account
Non-deductible asset impairments and write-downs
Non-assessable gains relating to significant items
Share of associates’ net profit and franked dividends (excluding significant items)
Other items
Income tax expense/(benefit) on profit
Under/(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) relating to significant items
Income tax expense/(benefit) from discontinued operations
Income tax expense/(benefit) excluding significant items
Income tax expense/(benefit) relating to significant items
(iii) Tax amounts recognised directly in equity
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
Recognised in comprehensive income
82 Boral Limited Annual Report 2014
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
62.2
(51.0)
(2.9)
8.3
55.3
(10.6)
44.7
(0.1)
0.6
(2.2)
–
(13.9)
(13.3)
(4.6)
11.2
(2.9)
8.3
15.7
(24.7)
(9.0)
21.1
(3.8)
17.3
8.3
–
(4.2)
(3.1)
(7.3)
(8.8)
(91.0)
2.3
(97.5)
(91.0)
(12.6)
(103.6)
0.5
0.2
(8.7)
15.5
–
(6.2)
2.5
(99.8)
2.3
(97.5)
8.8
(117.5)
(108.7)
10.8
0.4
11.2
(97.5)
1.4
(58.3)
2.3
(54.6)
4
4
5
FINANCIAL STATEMENTS
7. Dividends
Dividends recognised by the Group are:
2014
2013 final – ordinary
2014 interim – ordinary
Total
2013
2012 final – ordinary
2013 interim – ordinary
Total
Amount per share
Total amount
$ millions
Franked amount
per share
Date of payment
6.0 cents
7.0 cents
3.5 cents
5.0 cents
46.4
54.5
100.9
26.6
38.3
64.9
6.0 cents
7.0 cents
27 September 2013
24 March 2014
3.5 cents
5.0 cents
28 September 2012
25 March 2013
Subsequent event
Since the end of the financial year, the Directors declared the following dividend:
2014 final – ordinary
8.0 cents
62.6
8.0 cents
26 September 2014
The financial effect of the final dividend for the year ended 30 June 2014 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 2014 is $65.8 million (2013: $44.9 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 $26.8 million (2013: $19.9 million).
Dividend Reinvestment Plan
The Group’s Dividend Reinvestment Plan, which was suspended following the interim dividend paid on 24 March 2014, will remain
suspended until further notice.
Boral Limited Annual Report 2014 83
Notes to the Financial Statements
Boral Limited and Controlled Entities
8. Earnings per share
Classification of securities as ordinary shares
Only ordinary shares have been included in basic earnings per share (EPS).
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
Profit attributable to non-controlling interests
Net profit excluding significant items
Net significant items
Net profit/(loss) attributable to members of the parent entity
Earnings reconciliation – continuing operations
Net profit before significant items and non-controlling interests
Loss attributable to non-controlling interests
Net profit excluding significant items
Net significant items
Net profit/(loss) attributable to members of the parent entity – continuing operations
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
2014
$ millions
2013
$ millions
174.3
(2.9)
171.4
1.9
173.3
130.9
2.9
133.8
(24.6)
109.2
110.8
(6.4)
104.4
(316.5)
(212.1)
52.5
1.9
54.4
(321.8)
(267.4)
CONSOLIDATED
2014
2013
778,940,970
766,598,996
7,225,673
6,437,744
786,166,643
773,036,740
22.2c
22.0c
22.0c
21.8c
14.0c
13.9c
(27.7c)
(27.7c)
13.6c
13.5c
(34.9c)
(34.9c)
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 2014
FINANCIAL STATEMENTS 9. Cash and cash equivalents and cash on deposit
Cash at bank and on hand
Bank short-term deposits
Cash and cash equivalents
Cash on deposit
CONSOLIDATED
2014
$ millions
2013
$ millions
95.6
287.6
383.2
–
383.2
95.5
54.4
149.9
70.6
220.5
The bank short-term deposits mature within 90 days and pay interest at a weighted average interest rate of 2.21% (2013: 2.37%).
As at 30 June 2013, cash on deposit with banks maturing within 180 days paid interest at a weighted average interest rate of 2.69%.
10. Receivables
Current
Trade receivables
Associated entities
Less: Allowance for impairment
Other receivables
Less: Allowance for impairment
651.7
4.1
655.8
(14.4)
641.4
67.7
(0.3)
67.4
708.8
807.1
20.6
827.7
(15.6)
812.1
78.8
(3.1)
75.7
887.8
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 $57.9 million (2013: $117.1 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
51.0
6.9
104.3
12.8
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
Disposals of entities or operations
Net foreign currency exchange differences
Balance at the end of the year
Non-current
Loans to associated entities
Other receivables
(15.6)
6.9
(9.6)
4.0
(0.1)
(14.4)
–
54.5
54.5
(12.8)
6.6
(8.8)
–
(0.6)
(15.6)
7.8
9.0
16.8
No amounts owing by associates or included in other receivables were past due as at 30 June 2014.
Boral Limited Annual Report 2014 85
Notes to the Financial Statements
Boral Limited and Controlled Entities
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
CONSOLIDATED
2014
$ millions
2013
$ millions
159.4
53.7
307.5
7.5
528.1
196.0
47.8
377.3
58.9
680.0
21.1
19.6
11.1
17.5
28.6
15.5
63.0
78.5
12. Investments accounted for using the equity method
Name
Principal activity
Country of
incorporation
Balance
date
2014
%
2013
%
2014
$ millions
2013
$ millions
CONSOLIDATED
OWNERSHIP
INTEREST
INVESTMENT
CARRYING AMOUNT
Details of equity accounted investments
Bitumen Importers Australia Pty Ltd
Bitumen importer
Australia
Caribbean Roof Tile Company Limited
Roof tiles
Trinidad
Flyash Australia Pty Ltd
Fly ash collection
Australia
Gypsum Resources Australia Pty Ltd 1
Gypsum mining
Australia
Highland Pine Products Pty Ltd
Timber
Penrith Lakes Development Corporation Ltd Quarrying
Australia
Australia
Rondo Building Services Pty Ltd 1
Rollform systems
Australia
South East Asphalt Pty Ltd
Sunstate Cement Ltd
USG Boral Building Products 2
US Tile LLC
TOTAL
Asphalt
Cement
manufacturer
Plasterboard
Australia
Australia
Australia/
Singapore
Roof tiles
USA
31-Dec
30-Jun
31-Dec
31-Dec
30-Jun
30-Jun
30-Jun
30-Jun
30-Jun
30-Jun
30-Jun
50
50
50
–
50
40
–
50
50
50
50
50
50
50
50
50
40
50
50
50
–
–
1.9
–
–
–
–
0.7
0.4
–
2.9
–
–
–
13.9
0.8
16.4
16.6
–
832.8
50
–
–
–
851.8
34.6
1
2
On 28 February 2014, Boral divested its interests in Rondo Building Services and Gypsum Resources Australia as part of the formation of the Gypsum joint ventures with USG Corporation.
In return for contribution of its Australian and Asian operations, the Group received a 50% interest in the new joint ventures in Australia (USG Boral Building Products Pty Ltd) and Asia (USG
Boral Building Products Pte Ltd). The results were equity accounted from 1 March 2014 when the joint ventures were formed.
86 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 12. Investments accounted for using the equity method (continued)
Movements in carrying value of equity accounted investments
Balance at the beginning of the year
Acquired during the year
Disposed during the year
Share of equity accounted income
Impairment and restructure costs disclosed as significant item
Dividends received
Results recognised against losses previously taken to non-current
receivables/provisions
Share of movement in currency reserve
Effect of exchange rate and other changes
Balance at the end of the year
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
5
4
34.6
846.7
(14.7)
47.0
(3.8)
(18.6)
(19.3)
6.7
(26.8)
851.8
36.6
–
–
21.1
(3.5)
(18.6)
(1.6)
0.3
0.3
34.6
When the Group’s share of losses from an equity accounted investment exceed the Group’s investment in the relevant equity
accounted investment, the losses are taken against any long-term receivables relating to the equity accounted investment and if the
Group’s obligation for losses exceeds this amount, they are recorded as a provision in the Group’s financial statements to the extent
that the Group has an obligation to fund the liability.
Gypsum operations *
Total
Note
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
Summarised Income Statement
Revenue
Profit before income tax expense
Income tax expense
Non-controlling interest
Net profit before significant items
Impairment of investment disclosed as significant item
Restructure costs disclosed as significant item net of tax
Net profit – equity accounted relating to continuing
operations
The Group’s share based on % ownership:
Net profit before significant items
Impairment of investment disclosed as significant item
Restructure costs disclosed as significant item
Net profit – equity accounted relating to continuing
operations
4
4
400.1
33.7
(11.5)
(2.0)
20.2
–
(7.6)
12.6
10.1
–
(3.8)
6.3
–
–
–
–
–
–
–
–
–
–
–
–
630.4
136.1
(42.2)
(2.0)
91.9
–
(7.6)
84.3
41.1
–
(3.8)
37.3
343.5
32.2
(9.1)
–
23.1
(7.0)
–
16.1
11.1
(3.5)
–
7.6
*
Gypsum operations include results from USG Boral Building Products, which were equity accounted from 1 March 2014 when the joint ventures were formed.
Boral Limited Annual Report 2014 87
Notes to the Financial Statements
Boral Limited and Controlled Entities
12. Investments accounted for using the equity method (continued)
Gypsum operations
Total
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
Summarised Balance Sheet
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Non-controlling interest
Net assets
459.3
1,614.1
2,073.4
(260.5)
(71.8)
(332.3)
(75.4)
1,665.7
The Group’s share of net assets based on % ownership
832.8
13. Other financial assets
Current
Derivative financial assets
Non-current
Derivative financial assets
Equity securities
–
–
–
–
–
–
–
–
–
523.1
1,805.8
2,328.9
(339.3)
(210.6)
(549.9)
(75.4)
1,703.6
851.8
117.9
178.2
296.1
(91.9)
(134.9)
(226.8)
–
69.3
34.6
CONSOLIDATED
2014
$ millions
2013
$ millions
8.3
11.6
11.7
10.7
22.4
23.5
–
23.5
88 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 14. Property, plant and equipment
Land and buildings
At cost
Less: Accumulated depreciation, amortisation and impairment
Mineral reserves, licences and quarry stripping
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
Reconciliation of movements in property, plant and equipment
CONSOLIDATED
2014
$ millions
2013
$ millions
1,072.6
1,434.1
(155.9)
916.7
262.5
(100.9)
161.6
4,029.2
(2,550.0)
1,479.2
5.7
(1.3)
4.4
(189.8)
1,244.3
249.9
(88.0)
161.9
4,594.7
(2,627.6)
1,967.1
5.1
(0.3)
4.8
1,483.6
2,561.9
1,971.9
3,378.1
As at 30 June 2014
Balance at the beginning of the year
Additions
Disposals
Disposals of entities or operations
Transferred (to)/from other property, plant and equipment
Impairment disclosed as significant items
Transfer (to)/from other assets or liabilities
Depreciation or amortisation expense
Net foreign currency exchange differences
Land and
buildings
2014
$ millions
1,244.3
4.2
(7.6)
(366.4)
68.3
(8.5)
–
(17.8)
0.2
Mineral reserves,
licences and
quarry stripping
2014
$ millions
161.9
21.1
–
(4.6)
–
–
1.3
(17.7)
(0.4)
Plant and
equipment
2014
$ millions
1,971.9
241.8
(5.8)
(421.5)
(68.3)
(12.8)
0.3
(222.7)
0.7
Total
2014
$ millions
3,378.1
267.1
(13.4)
(792.5)
–
(21.3)
1.6
(258.2)
0.5
Balance at the end of the year
916.7
161.6
1,483.6
2,561.9
Boral Limited Annual Report 2014 89
Notes to the Financial Statements
Boral Limited and Controlled Entities
14. Property, plant and equipment (continued)
As at 30 June 2013
Balance at the beginning of the year
Additions
Disposals
Transferred (to)/from other property, plant and equipment
Impairment disclosed as significant items
Transfer (to)/from other assets or liabilities
Write-down of plant and equipment
Depreciation or amortisation expense
Net foreign currency exchange differences
Land and
buildings
2013
$ millions
1,231.2
24.7
(29.0)
25.1
(32.1)
–
–
(20.2)
44.6
Mineral reserves,
licences and
quarry stripping
2013
$ millions
167.4
15.0
–
1.4
(5.6)
–
–
(19.1)
2.8
Plant and
equipment
2013
$ millions
2,199.8
268.7
(18.0)
(26.5)
(226.2)
(4.3)
(5.0)
(263.6)
47.0
Total
2013
$ millions
3,598.4
308.4
(47.0)
–
(263.9)
(4.3)
(5.0)
(302.9)
94.4
Balance at the end of the year
1,244.3
161.9
1,971.9
3,378.1
15. Intangible assets
Goodwill
Other intangible assets
Less: Accumulated amortisation
Total
Reconciliation of movements in goodwill
Balance at the beginning of the year
Impairment disclosed as significant items
Goodwill disposed
Net foreign currency exchange differences
Balance at the end of the year
CONSOLIDATED
2014
$ millions
2013
$ millions
183.1
825.8
29.1
(16.1)
13.0
196.1
825.8
–
(662.6)
19.9
183.1
59.8
(35.7)
24.1
849.9
797.3
(32.4)
(6.1)
67.0
825.8
Impairment testing for cash generating units containing goodwill
For the purposes of the impairment testing, goodwill is allocated to the Group’s operating divisions according to business types and
geographical span of operations. The aggregate carrying amounts of goodwill allocated to each Cash Generating Unit (CGU) are
as follows:
Boral Gypsum Asia
US Bricks
Other *
* Relates to multiple business units, none of which are considered individually significant.
90 Boral Limited Annual Report 2014
–
86.2
96.9
183.1
628.0
87.5
110.3
825.8
FINANCIAL STATEMENTS 15. Intangible assets (continued)
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.
US Bricks
Whilst recognising the cyclical nature of the USA building industry, cash flow projections for the US Bricks business cover a period
of 10 years, reflecting a full business cycle. Cash flows beyond the projection period are extrapolated using growth rates of 0.8% for
US Bricks. These growth rates 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 rate applied to pre-tax cash flows
was 13.9% for US Bricks.
Key assumptions relates to the number of housing starts and market share for the bricks business in the USA.
These assumptions have been determined with reference to current performance and taking into account external forecasts. Housing
start forecasts utilised in the cash flow projections are based on historical experiences in the relevant geographies and independent
economists' forecasts.
The recoverable amount of the CGU based on value in use exceeds its carrying value as at 30 June 2014. Management believes no
reasonable changes in the key assumptions on which the estimates for the US Brick business are based would cause the carrying
amount to exceed the recoverable amount.
Other cash generating units
The recoverable amount of other CGUs has been reviewed and exceeds their carrying values as at 30 June 2014. No reasonable
changes in the key assumptions on which the estimates have been based for these businesses would cause the carrying amount
to exceed the recoverable amount.
Segment summary of goodwill
Construction Materials & Cement
Boral Gypsum
Boral USA
Reconciliation of movements in other intangible assets
Balance at the beginning of the year
Additions
Australian carbon credit units
Disposals of entities or operations
Amortisation expense
Transfer from other assets
Net foreign currency exchange differences
Balance at the end of the year
CONSOLIDATED
2014
$ millions
2013
$ millions
70.2
–
112.9
183.1
70.2
640.6
115.0
825.8
24.1
22.8
1.1
(2.9)
(6.2)
(3.2)
–
0.1
0.4
2.9
–
(4.1)
(0.2)
2.3
13.0
24.1
Other intangible assets
Other intangible assets relate predominantly to brand names, technology, software development and government grant of carbon
credits. Where appropriate, other intangible assets are amortised at rates from 5% to 20%. Amortisation expense is included in
“depreciation and amortisation” as disclosed in note 3.
Boral Limited Annual Report 2014 91
Notes to the Financial Statements
Boral Limited and Controlled Entities
16. Other assets
Current
Deferred expenses
Deposits and prepayments
Non-current
Deferred expenses
CONSOLIDATED
2014
$ millions
2013
$ millions
15.2
20.9
36.1
7.8
23.2
31.0
32.7
29.3
Amortisation rates
Deferred expenses are generally amortised at rates between 20% and 60%, although some minor amounts of deferred expenses are
amortised at rates between 5% and 10%.
17. Payables
Current
Trade creditors
Due to associated entities
Non-current
Deferred income
18. Loans and borrowings
Current
Bank overdrafts – unsecured
Bank loans – unsecured
Other loans – unsecured
Finance lease liabilities
Non-current
Bank loans – unsecured
Other loans – unsecured
Finance lease liabilities
For more information about the Group’s financing arrangements, refer to note 28.
92 Boral Limited Annual Report 2014
CONSOLIDATED
2014
$ millions
2013
$ millions
648.5
–
648.5
757.6
2.5
760.1
18.1
9.4
CONSOLIDATED
2014
$ millions
2013
$ millions
–
–
214.1
1.3
215.4
–
881.3
4.8
886.1
14.2
54.4
56.9
1.4
126.9
432.2
1,101.0
6.4
1,539.6
FINANCIAL STATEMENTS 19. Other financial liabilities
Current
Derivative financial liabilities
Future purchase liability – Cultured Stone *
Non-current
Derivative financial liabilities
CONSOLIDATED
2014
$ millions
2013
$ millions
12.1
–
12.1
8.0
48.1
56.1
38.8
25.5
* During the year, the Group paid $48.4 million in respect of the outstanding liability relating to the acquisition of the Cultured Stone business in the USA (refer to note 33(ii)).
20. Current tax liabilities
Current
Current tax liability
21. Deferred tax assets and liabilities
Recognised deferred tax balances
Deferred tax asset
Deferred tax liability
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:
CONSOLIDATED
2014
$ millions
2013
$ millions
89.8
19.1
CONSOLIDATED
2014
$ millions
2013
$ millions
154.1
–
154.1
133.7
(57.6)
76.1
130.1
143.5
(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; and
(iii)
no changes in tax legislation adversely affect the relevant entities in realising the asset.
Boral Limited Annual Report 2014 93
Notes to the Financial Statements
Boral Limited and Controlled Entities
21. Deferred tax assets and liabilities (continued)
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
Australia *
China
Germany
India
Expiry date
No restriction
31 Dec 2013 – 31 Dec 2017
No restriction
31 Mar 2013 – 31 Mar 2020
United Kingdom *
United States of America *
No restriction
30 Jun 2016
United States of America
30 Jun 2029 – 30 June 2034
Vietnam
31 Dec 2013 – 31 Dec 2014
* Unbooked capital losses.
MOVEMENT IN TEMPORARY DIFFERENCES DURING THE YEAR
CONSOLIDATED
2014
$ millions
2013
$ millions
66.4
–
52.4
–
42.1
6.8
218.7
–
99.7
33.6
50.9
2.9
38.3
6.9
203.7
1.7
As at 30 June 2014
Receivables
Inventories
Property, plant and equipment
Intangible assets
Payables
Loans and borrowings
Provisions
Other
Unrealised foreign exchange
Tax losses carried forward
CONSOLIDATED
Balance at
the beginning
of the year
$ millions
Recognised
in income
$ millions
Recognised
in equity
$ millions
Other
movements
$ millions
Balance at the
end of the year
$ millions
3.7
(14.8)
(109.2)
(25.8)
3.3
(1.2)
94.4
(23.1)
(53.1)
201.9
76.1
(0.7)
8.6
1.5
(2.6)
3.1
(4.6)
8.0
0.6
17.4
19.7
51.0
–
–
–
–
–
3.1
–
–
4.2
–
7.3
–
–
28.6
0.5
–
–
(5.8)
0.1
–
(3.7)
19.7
3.0
(6.2)
(79.1)
(27.9)
6.4
(2.7)
96.6
(22.4)
(31.5)
217.9
154.1
94 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 21. Deferred tax assets and liabilities (continued)
As at 30 June 2013
Receivables
Inventories
Property, plant and equipment
Intangible assets
Payables
Loans and borrowings
Provisions
Other
Unrealised foreign exchange
Tax losses carried forward
22. Provisions
Current
Employee benefits
Rationalisation and restructuring
Claims
Restoration and environmental rehabilitation
Other
Non-current
Employee benefits
Claims
Restoration and environmental rehabilitation
Other
CONSOLIDATED
Balance at
the beginning
of the year
$ millions
Recognised
in income
$ millions
Recognised
in equity
$ millions
Other
movements
$ millions
Balance at the
end of the year
$ millions
5.4
(28.0)
(157.4)
(14.3)
3.9
0.2
95.0
(24.1)
(111.2)
149.2
(81.3)
(1.7)
13.2
56.2
(9.2)
(0.6)
0.9
(2.2)
2.4
(0.2)
32.2
91.0
–
–
–
–
–
(2.3)
–
(1.4)
58.3
–
54.6
–
–
(8.0)
(2.3)
–
–
1.6
–
–
20.5
11.8
3.7
(14.8)
(109.2)
(25.8)
3.3
(1.2)
94.4
(23.1)
(53.1)
201.9
76.1
CONSOLIDATED
2014
$ millions
2013
$ millions
116.3
132.2
23.8
10.4
32.4
21.5
13.8
10.3
39.8
16.0
204.4
212.1
13.5
1.1
55.9
27.3
97.8
25.3
1.5
48.2
41.5
116.5
Boral Limited Annual Report 2014 95
Notes to the Financial Statements
Boral Limited and Controlled Entities
22. Provisions (continued)
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 Group, 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 includes provision for onerous contracts and the Group’s share of an associate’s equity accounted losses.
Reconciliations
Rationalisation and restructuring
Balance at the beginning of the year
Provisions made during the year
Decrease through disposal of entity
Payments made during the year
Net foreign currency exchange differences
Balance at the end of the year
Claims
Balance at the beginning of the year
Provisions made during the year
Remeasurement of provision
Decrease through disposal of entity
Payments made during the year
Net foreign currency exchange differences
Balance at the end of the year
Restoration and environmental rehabilitation
Balance at the beginning of the year
Provisions made during the year
Unwind of discount
Remeasurement of provision
Payments made during the year
Balance at the end of the year
96 Boral Limited Annual Report 2014
CONSOLIDATED
2014
$ millions
2013
$ millions
13.8
20.4
(0.6)
(9.6)
(0.2)
23.8
7.7
9.3
–
(3.2)
–
13.8
11.8
13.1
3.0
–
(1.5)
(1.8)
–
4.3
(1.8)
–
(4.1)
0.3
11.5
11.8
88.0
6.8
2.0
(0.4)
(8.1)
88.3
67.6
24.8
1.5
–
(5.9)
88.0
FINANCIAL STATEMENTS 22. Provisions (continued)
Other
Balance at the beginning of the year
Provisions made during the year
Unwind of discount
Decrease through disposal of entity
Transfer from liabilities held for sale
Payments made during the year
Transferred from/(to) investments accounted for using the equity method
Balance at the end of the year
23. Issued capital
Issued and paid up capital
CONSOLIDATED
2014
$ millions
2013
$ millions
57.5
15.3
0.8
(0.7)
–
(4.6)
(19.5)
48.8
35.2
12.3
–
–
12.6
(3.0)
0.4
57.5
CONSOLIDATED
2014
$ millions
2013
$ millions
782,736,249 (2013: 774,000,641) ordinary shares, fully paid
2,477.6
2,433.8
Movements in ordinary issued capital
Balance at the beginning of the year
8,735,608 (2013: 6,973,870) shares issued under the Dividend Reinvestment Plan
Nil (2013: 8,319,496) shares issued under the Dividend Reinvestment Plan
underwriting agreement
Nil (2013: 135,135) shares issued on vesting of rights
Balance at the end of the year
2,433.8
2,368.4
43.8
–
–
29.4
35.5
0.5
2,477.6
2,433.8
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.
Boral Limited Annual Report 2014 97
Notes to the Financial Statements
Boral Limited and Controlled Entities
24. Reserves
Foreign currency translation reserve
Hedging reserve – cash flow hedges
Other reserve
Share-based payments reserve
Reconciliations
Foreign currency translation reserve
Balance at the beginning of the year
Net loss on translation of assets and liabilities of overseas entities
Foreign currency translation reserve transferred to net profit on disposal of controlled entities
Net gain on translation of long-term borrowings and foreign currency forward contracts
net of tax benefit $4.2 million (2013: $58.3 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
Losses taken directly to equity
Tax benefit/(expense)
Balance at the end of the year
Other reserve
Balance at the beginning of the year
Acquisition of Cultured Stone non-controlling interest
Balance at the end of the year
Share-based payments reserve
Balance at the beginning of the year
Option/rights expense
Transfer to share capital on vesting of rights
Balance at the end of the year
CONSOLIDATED
2014
$ millions
2013
$ millions
(50.0)
(4.6)
(6.9)
63.6
2.1
81.9
24.4
(146.5)
(9.8)
81.9
2.4
(66.3)
56.4
74.4
(87.5)
187.7
3.1
(21.4)
(50.0)
81.9
2.4
1.8
(5.6)
(6.3)
3.1
(4.6)
(66.3)
59.4
(6.9)
56.4
7.2
–
63.6
(3.6)
1.3
7.3
(0.3)
(2.3)
2.4
(66.3)
–
(66.3)
48.2
8.7
(0.5)
56.4
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.
Other reserve
The other reserve relates to the Cultured Stone acquisition.
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options and rights granted.
98 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 25. 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
CONSOLIDATED
2014
$ millions
2013
$ millions
5.0
1.3
6.3
6.1
1.3
7.4
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.
A number of sites within the Group and its associates 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.
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 33.
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
2014 are set out in note 37.
Boral Limited Annual Report 2014 99
Notes to the Financial Statements
Boral Limited and Controlled Entities
26. 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
Later than one year but not later than five years
Less: Future finance charges and executory costs
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
2014
$ millions
2013
$ millions
11.0
–
11.0
1.6
5.3
6.9
(0.8)
6.1
67.4
134.8
35.5
237.7
40.8
0.1
40.9
1.8
7.1
8.9
(1.1)
7.8
84.6
156.2
44.3
285.1
The Group leases property, equipment and vehicles under operating leases expiring from one to 15 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.
100 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 27. Employee benefits
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 S&P/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
Lapsed during
the year
Exercised
during
the year
Balance
at end of
the year
Vested and
exercisable
Number
Number
Number
Number
Number
Number
Consolidated – 2014
(xvi)
6/11/2006
6/11/2013
$7.27
3,584,300
(xvii)
6/11/2007
6/11/2014
$6.78
4,623,100
8,207,400
Consolidated – 2013
(xv)
(xvi)
(xvii)
31/10/2005
31/10/2012
$7.65
2,479,300
6/11/2006
6/11/2013
$7.27
3,720,400
6/11/2007
6/11/2014
$6.78
4,816,200
11,015,900
–
–
–
–
–
–
–
(3,584,300)
(511,100)
(4,095,400)
(2,479,300)
(136,100)
(193,100)
(2,808,500)
–
–
–
–
–
–
–
–
–
4,112,000
3,536,320
4,112,000
3,536,320
–
–
3,584,300
1,792,150
4,623,100
3,975,866
8,207,400
5,768,016
There were no options exercised or shares issued to employees on the exercise of options during the financial year or in the preceding
financial year.
Share Acquisition Rights
Share Acquisition Rights (SARs) were introduced in October 2004 to provide an alternative Long Term Incentive (LTI) to options. 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.
During the current year, SARs were issued under the Boral Long Term Incentive Plan. The SARs issued during the year were valued
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. SARs issued with a TSR hurdle were valued at $2.28 per right, while
SARs with a ROFE target were valued at $3.81 per right.
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
Further details of the terms and conditions of the issue of rights are contained in the Remuneration Report.
2014
$4.19
2013
$3.50
2.70%
2.58 – 2.72%
3.20%
29%
3.18%
35%
Boral Limited Annual Report 2014 101
Notes to the Financial Statements
Boral Limited and Controlled Entities
27. Employee benefits (continued)
Share Acquisition Rights (continued)
Set out below are summaries of share acquisition rights granted under the plans.
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 – 2014
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(x)
(xi)
(xii)
6/11/2006
6/11/2013
6/11/2007
6/11/2014
$0.00
$0.00
205,049
70,250
3/11/2008
3/11/2015
$0.00
1,237,637
5/11/2009
5/11/2016
$0.00
1,788,789
12/11/2010 12/11/2017
$0.00
2,440,347
1/9/2011
1/9/2018
$0.00
3,574,508
1/9/2012
1/9/2019
$0.00
3,558,907
–
–
–
–
–
–
–
(205,049)
(18,608)
(326,393)
(391,438)
(662,141)
(331,187)
(629,677)
1/9/2013
1/9/2016
1/9/2013
1/9/2016
$0.00
$0.00
–
–
2,885,300
(125,065)
1,442,650
(62,533)
–
–
–
–
–
–
–
–
–
–
51,642
911,244
1,397,351
1,778,206
3,243,321
2,929,230
2,760,235
1,380,117
12,875,487
4,327,950
(2,752,091)
– 14,451,346
Consolidated – 2013
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
31/10/2005
31/10/2012
6/11/2006
6/11/2013
6/11/2007
6/11/2014
$0.00
$0.00
$0.00
651,744
223,625
77,277
3/11/2008
3/11/2015
$0.00
1,474,011
5/11/2009
5/11/2016
$0.00
2,074,034
12/11/2010
12/11/2017
$0.00
2,841,776
1/9/2011
1/9/2018
$0.00
4,522,150
1/9/2011
31/12/2012 *
1/9/2012
1/9/2019
$0.00
$0.00
135,135
–
–
–
–
–
–
–
–
(651,744)
(18,576)
(7,027)
(236,374)
(285,245)
(401,429)
(947,642)
–
–
–
–
–
–
–
–
205,049
70,250
1,237,637
1,788,789
2,440,347
3,574,508
–
(135,135)
–
–
4,432,920
(874,013)
–
3,558,907
11,999,752
4,432,920
(3,422,050)
(135,135) 12,875,487
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
*
The Company granted Ross Batstone 135,135 SARs on 1 September 2011 as a retention incentive, in recognition of his additional responsibilities as Divisional Managing Director of Boral
Building Products in establishing a new Asian Plasterboard Division. The grant was made on terms and conditions determined by the Board and linked to service hurdles to be tested on 31
December 2012. During 2013, the SARs vested and 135,135 fully paid shares were issued on 14 February 2013 at a weighted average price of $4.9532 per share.
During the year ended 30 June 2014, the consolidated entity recognised an expense of $7.2 million (2013: $8.7 million) in relation to
share-based payments.
102 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 27. Employee benefits (continued)
Superannuation
There are 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 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.
The Group makes contributions to defined contribution plans. The amount recognised as an expense for the year ended 30 June
2014 was $47.8 million (2013: $50.1 million).
The Group’s two defined benefit plans were terminated in 2013.
The following sets out details in respect of the defined benefit plans only.
The amounts recognised in the balance sheet are determined as follows:
Net liability for defined benefit obligation at the beginning of the year
Expense recognised in the Income Statement
Actuarial gains/(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
2014
$ millions
2013
$ millions
–
–
–
–
–
–
(17.2)
(3.1)
4.5
15.6
0.2
–
The accrued benefits, fund assets and vested benefits were determined based on amounts calculated by the actuary projected
forward to 30 June 2013.
Contributions to the Boral Super sub-plan and the Boral Industries Inc. plan were based on actuarial advice. On closure of the plans,
any shortfall in the defined benefit obligation was paid by the Group.
Boral Limited Annual Report 2014 103
Notes to the Financial Statements
Boral Limited and Controlled Entities
28. Loans and borrowings
TERM AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
CONSOLIDATED
30 June 2014
30 June 2013
Effective
interest rate
2014
Calendar year
of maturity
Carrying
amount
$ millions
Fair value
$ millions
Carrying
amount
$ millions
Fair value
$ millions
Currency
Multi
Multi
USD
AUD
AUD
USD
AUD
Multi
USD
CHF
AUD
AUD
–
–
–
–
–
–
–
–
5.42%
2015
213.7
222.3
8.23% 2014 – 2015
6.05% 2014 – 2015
0.4
1.3
0.4
1.3
14.2
54.4
56.2
0.7
1.4
14.2
54.4
59.1
0.7
1.4
215.4
224.0
126.9
129.8
–
–
–
–
–
–
6.59% 2017 – 2020
2.25%
2020
8.79% 2015 – 2022
6.00% 2015 – 2018
–
–
–
699.7
178.1
3.5
4.8
–
–
–
745.6
184.2
3.5
4.8
75.6
300.0
56.6
75.6
300.0
56.9
930.4
1,004.1
166.8
172.4
3.8
6.4
3.8
6.4
886.1
938.1
1,539.6
1,619.2
1,101.5
1,162.1
1,666.5
1,749.0
Notional amount
US$ millions
Issue date
Interest rate
Maturity date
AUD equivalent
$ millions
200.0
53.5
30.0
76.2
200.0
276.0
835.7
05/2005
05/2002
04/2008
04/2008
05/2005
04/2008
5.42%
7.11%
7.12%
7.22%
5.52%
7.12%
05/2015
05/2017
04/2018
04/2020
05/2017
04/2018
213.7
56.9
31.9
81.0
237.1
292.8
913.4
Notional amount
CHF millions
Issue date
Interest rate
Maturity date
AUD equivalent
$ millions
150.0
02/2013
2.25%
02/2020
178.1
Current
Bank overdrafts – unsecured
Bank loans – unsecured
US senior notes – unsecured
Other loans – unsecured
Finance lease liabilities
Non-current
Syndicated term credit facility – unsecured
Syndicated loan facility – unsecured
Bank loans – unsecured
US senior notes – unsecured
CHF notes – unsecured
Other loans – unsecured
Finance lease liabilities
Total
US SENIOR NOTES – UNSECURED
Borrower
Boral USA
Boral USA
Boral USA
Boral USA
Boral Limited
Boral Limited
Total
CHF NOTES – UNSECURED
Borrower
Boral Limited
104 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 28. Loans and borrowings (continued)
BANK FACILITIES
Syndicated loan facility
A committed A$500 million multi-currency syndicated loan facility was established on 24 November 2011 to provide liquidity for
general corporate purposes. The original maturity date of the facility was 23 November 2015 and has since been extended to
23 November 2016. The facility was undrawn at 30 June 2014.
Bank overdraft, lease liabilities and other
The Group operates unsecured bank overdraft facility arrangements in Australia and USA that have combined limits of A$22.7 million.
The facilities within Australia are conducted on a set-off basis. 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 2014.
29. Financial instruments
FINANCIAL RISK MANAGEMENT
Boral’s Treasury operates as a service centre providing funding, risk management and specialist Treasury advice to the Group with the
objective of ensuring Boral’s strategic and operational objectives are met. The Group’s business activities are exposed to a variety of
financial risks, including credit, liquidity, foreign currency, interest rate and commodity price risks. Derivative instruments are used to
manage these financial risks. The Group does not use derivative or financial instruments for trading or speculative purposes.
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 rate, commodity price, credit and liquidity risk.
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.
Forward exchange contracts and 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.
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.
Equity securities
The fair value represents the market value of the underlying securities.
CREDIT RISK
Exposure to credit risk
Management has a counterparty credit risk policy in place and the exposure to credit risk is monitored on an ongoing basis.
Credit risk relating to cash at bank and derivative contracts is minimised by using financial counterparties that have a long-term credit
rating greater than A-/A3 although allowance is given for up to 10% of total cash or A$20 million (whichever is lower) to be deposited
with financial counterparties with a rating below A-/A3. Additionally, no more than 40% of Boral’s total credit exposure is to be with
any individual eligible counterparty.
Boral Limited Annual Report 2014 105
Notes to the Financial Statements
Boral Limited and Controlled Entities
29. 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
Cash on deposit
Equity securities
CONSOLIDATED
Carrying amount
2014
$ millions
Fair value
2014
$ millions
Carrying amount
2013
$ millions
Fair value
2013
$ millions
4.1
759.2
383.2
–
10.7
4.1
759.2
383.2
–
10.7
28.4
876.2
149.9
70.6
–
28.4
876.2
149.9
70.6
–
1,157.2
1,157.2
1,125.1
1,125.1
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 2014
Derivative financial assets
Interest rate swaps designated
as fair value hedges
Commodity swaps designated
as cash flow hedges
Cross currency swaps
designated as fair value hedges
Cross currency swaps designated
as natural investment hedges
30 June 2013
Derivative financial assets
Foreign exchange contracts
designated as cash flow hedges
Commodity swaps designated
as cash flow hedges
Cross currency swaps
designated as fair value hedges
CONSOLIDATED
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
0.7
0.7
0.6
(0.7)
1.3
1.2
1.2
1.2
0.9
0.3
3.3
3.3
3.4
1.3
2.1
–
–
–
–
–
–
–
–
–
14.8
14.8
15.2
0.7
2.5
4.8
13.5
(6.3)
20.0
20.0
20.4
2.2
6.2
4.8
13.5
(6.3)
CONSOLIDATED
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
5.0
5.0
5.1
3.3
1.8
–
3.6
3.6
3.6
1.5
1.2
0.9
26.5
26.5
59.2
1.5
2.5
0.2
35.1
35.1
67.9
6.3
5.5
1.1
–
–
–
–
–
–
55.0
55.0
106 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 29. Financial instruments (continued)
LIQUIDITY RISK
Liquidity risk is the risk that the Company has insufficient funds to meet its financial obligations when they fall due. It is also associated
with planning for unforeseen events or business disruptions that may cause pressure on liquidity. The Group manages this risk by
ensuring that: (i) Boral has a well spread debt maturity profile with a target of > 3.5 years; (ii) Short-term debt (< 1 year) is not to
exceed 20% of the sum of Total Debt plus Committed Undrawn Facilities > 1 year; (iii) Committed Undrawn Facilities plus cash is
> A$500 million. The following are the contractual maturities of financial liabilities, including estimated interest payments but excluding
the impact of netting agreements:
Commodity swaps designated as cash flow hedges
Cross currency swaps designated as cash flow hedges
Cross currency swaps designated as fair value hedges
Interest rate swaps designated as fair value hedges
0.5
17.2
31.4
0.9
(0.5)
(16.3)
(34.7)
(1.2)
(0.5)
(3.4)
0.2
–
–
(2.4)
(5.3)
–
30 June 2014
Non-derivative financial liabilities
US senior notes – unsecured
CHF notes – unsecured
Other loans – unsecured
Finance lease liabilities
Trade and other payables
Derivative financial liabilities
Foreign exchange contracts designated as cash
flow hedges
30 June 2013
Non-derivative financial liabilities
Bank overdrafts – unsecured
Bank loans – unsecured
US senior notes – unsecured
CHF notes – unsecured
Other loans – unsecured
Finance lease liabilities
Future purchase liability – Cultured Stone
CONSOLIDATED
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
913.4
(1,065.5)
(18.4)
(240.8)
(44.8)
(674.6)
(86.9)
178.1
(201.7)
3.9
6.1
(5.7)
(6.9)
–
(0.5)
(0.8)
648.5
(648.5)
(648.5)
(2.6)
(0.2)
(0.8)
–
0.9
(0.9)
(0.7)
(0.2)
(4.0)
(0.7)
(1.6)
–
–
–
(8.7)
4.1
1.8
(12.1)
(183.0)
(2.0)
(3.7)
–
–
–
(23.1)
(33.7)
(2.9)
(2.3)
–
–
–
–
21.3
–
(0.1)
1,800.9
(1,981.9)
(672.6)
(252.3)
(53.9)
(752.1)
(251.0)
CONSOLIDATED
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
14.2
(14.4)
(4.4)
(10.0)
–
–
(37.0)
(127.5)
(335.5)
(86.8)
(273.2)
(724.8)
(94.2)
–
–
486.6
(545.9)
986.6
(1,199.0)
166.8
(197.0)
4.5
7.8
(6.3)
(8.4)
48.1
(48.1)
(45.9)
(20.0)
–
(0.9)
(0.9)
–
(2.5)
(0.1)
(0.9)
(48.1)
–
(3.9)
(0.6)
(1.8)
–
–
–
–
(11.6)
(179.0)
(1.9)
(4.8)
–
–
–
–
(2.8)
–
–
–
–
–
(2.4)
(3.1)
(0.6)
(5.7)
(37.8)
–
(1.2)
–
–
2,508.2
(2,838.2)
(838.6)
(187.2)
(413.1)
(1,122.1)
(277.2)
Boral Limited Annual Report 2014 107
Trade and other payables
760.1
(760.1)
(760.1)
Derivative financial liabilities
Foreign exchange contracts designated as cash
flow hedges
0.5
(0.5)
(0.4)
(0.1)
Commodity swaps designated as cash flow hedges
Cross currency swaps designated as cash flow hedges
Cross currency swaps designated as fair value hedges
Interest rate swaps designated as cash flow hedges
0.5
10.9
19.5
2.1
(0.5)
(12.1)
(43.8)
(2.1)
(0.2)
(3.0)
(2.1)
(0.7)
(0.3)
0.2
(0.8)
(0.8)
Notes to the Financial Statements
Boral Limited and Controlled Entities
29. Financial instruments (continued)
LIQUIDITY RISK (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 returns to shareholders by the adoption of an appropriate capital structure.
On an ongoing basis, the capital structure is reviewed to ensure that the capital components comprising equity and debt are optimised.
MARKET RISK
Currency risk
The Group is exposed to foreign currency risk. This occurs as a result of purchase of raw materials, interest expense related to non-AUD
borrowings, imported plant and equipment, some export related receivables and the translation of its investment in overseas assets.
The Group manages this risk by adopting the following policies:
(a)
All global operational FX exposures are regarded as being within discretionary parameters. If hedging is elected then maximum
hedging levels of 75% for Year 1 (months 1 to 12) and 50% for Year 2 (months 13 to 24) apply. The maximum hedging term
permitted is two years.
(b) Capital expenditure related foreign currency exposures > A$0.5 million must be 100% hedged at the time of Capex approval.
(c) Net investments, including net intercompany loans, in overseas domiciled investments are hedged, regulatory conditions and
available hedge instruments permitting.
The Group uses forward exchange contracts to hedge foreign exchange risk. Most of the forward exchange contracts have maturities of
less than one year. Where necessary and in accordance with policy compliance, forward exchange contracts can be rolled over at maturity.
Translation risk
The Group primarily uses external foreign currency denominated borrowings, cross currency swaps to hedge the Group’s net
investment in overseas domiciled assets. The related exchange gains/losses on foreign currency movements are taken primarily to
the Foreign Currency Translation Reserve.
The Group’s foreign currency exposure for overseas assets at balance date was as follows, based on notional amounts:
Currency
30 June 2014
Balance sheet
Net investment in overseas
domiciled Boral subsidiaries
Cash
Foreign currency borrowings
Cross currency swaps
CONSOLIDATED
USD
Euro
GBP
NZD
Multi *
Equivalent to A$ millions
484.7
0.3
(711.2)
264.8
38.6
1.7
–
–
–
1.7
(1.9)
–
–
–
(1.9)
–
–
–
–
–
537.9
–
–
–
537.9
* Exposure relates to investment in USG Boral Building Products Pte Ltd, which is denominated in multiple Asian currencies.
Currency
30 June 2013
Balance sheet
Net investment in overseas
domiciled Boral subsidiaries
Foreign currency borrowings
Cross currency swaps
CONSOLIDATED
USD
Euro
GBP
NZD
Multi **
Equivalent to A$ millions
344.5
(618.0)
271.3
(2.2)
1.7
–
–
1.7
(1.7)
–
–
(1.7)
(0.2)
1,110.3
–
–
–
–
(0.2)
1,110.3
** Exposure relates to net assets of Boral Gypsum Asia, which are denominated in multiple Asian currencies.
108 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
29. Financial instruments (continued)
Transaction risk
Based on notional amounts, the forward exchange contracts taken out to hedge foreign exchange transactional risk at balance date
were as follows:
Notional amounts AUD
Average exchange rate
2014
$ millions
2013
$ millions
2014
2013
US dollars
Buy US dollars/sell Australian dollars
One year or less
Sell US dollars/buy Australian dollars
One year or less
Euros
Buy Euros/sell Australian dollars
One year or less
THB
Sell US dollars/buy THB
One year or less
Sell SGD/buy THB
One year or less
KRW
Buy US dollars/sell KRW
One year or less
Sell US dollars/buy KRW
One year or less
39.1
41.0
0.9108
1.0184
–
72.9
–
0.9263
1.8
5.8
0.6705
0.7765
–
–
–
–
8.9
1.2
8.5
11.2
–
–
–
–
–
–
–
–
The forward exchange contracts are considered to be highly effective hedges as they are matched against underlying foreign currency
cash flows such as future interest payments, purchases and sales. Any gains or losses on the forward contracts attributed to the hedged
risk are taken directly to equity. When goods and services are delivered, the amount recognised in equity is adjusted to the interest
expense, inventory or plant and equipment accounts. There was no significant cash flow hedge ineffectiveness in the current or prior year.
As at balance date, the Group’s US senior notes interest payables were hedged using forward exchange contracts. Other foreign
currency payables and receivables were A$0.4 million at 30 June 2014 (2013: A$25.2 million). The related exchange gains/losses
on foreign currency movements are taken primarily to the Income Statement.
Sensitivity
At 30 June 2014, 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$0.7 million (2013: equivalent A$2.1 million) and equity would have increased/decreased respectively by around equivalent
A$9.7 million (2013: equivalent A$114.6 million).
The following significant exchange rates applied during the year:
USD
Euro
GBP
NZD
Average rate
Reporting date spot rate
2014
2013
2014
2013
0.9141
0.6729
0.5597
1.1025
1.0238
0.7903
0.6531
1.2456
0.9403
0.6894
0.5526
1.0789
0.9257
0.7094
0.6069
1.1857
Boral Limited Annual Report 2014 109
Notes to the Financial Statements
Boral Limited and Controlled Entities
29. Financial instruments (continued)
INTEREST RATE RISK
The Group adopts a policy that ensures a minimum of 35% and a maximum of 75% of its borrowings are hedged with fixed interest
rates at all times. 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 35% and 75% of borrowings.
Interest rate swaps and cross currency swaps 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 six years. 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:
Fixed rate instruments
Bank loans – unsecured
US senior notes – unsecured 1,2
CHF notes – unsecured 3
Other loans – unsecured
Finance lease liabilities
Variable rate instruments
Bank overdrafts – unsecured
Bank loans – unsecured
CONSOLIDATED
2014
Carrying amount
$ millions
2013
Carrying amount
$ millions
–
913.4
178.1
3.9
6.1
9.6
986.6
166.8
4.5
7.8
1,101.5
1,175.3
–
–
–
14.2
477.0
491.2
1,101.5
1,666.5
1
2
3
US$225 million (equivalent A$264.8 million) fixed rate senior notes due May 2015 and May 2017 have been swapped to AUD floating rates via cross currency swaps.
US$169.8 million (equivalent A$180.2 million) fixed rate senior notes have been swapped to USD floating rate via interest rate swaps.
CHF150 million (equivalent A$178.1 million) fixed rate notes due February 2020 have been swapped to USD fixed rate via cross currency swaps.
Interest rate derivatives
Pay fixed interest rate derivatives
Pay fixed against A$ BBSY
Pay fixed against US$ LIBOR
Cross currency swap pay fixed US$ rate
Pay variable interest rate derivatives
Interest rate swap pay floating US$ LIBOR
Cross currency swap pay floating A$ BBSW
2014
Fair value
$ millions
2013
Fair value
$ millions
–
–
0.5
0.5
0.2
30.0
30.2
1.6
0.5
–
2.1
–
3.9
3.9
Sensitivity
At 30 June 2014, if interest rates had changed by +/- 1% pa 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 (2013: A$0.5 million) and the change in equity would have been
A$0.7 million (2013: A$7.4 million) mainly as a result of a higher interest cost applying to interest rate derivatives.
110 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
29. 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 2014 plus an adequate credit spread
to discount financial instruments. The interest rates used are as follows:
Derivatives
Interest bearing loans and borrowings
Finance leases
2014
% pa
2013
% pa
2.35 – 4.00
0.27 – 5.8
2.25 – 8.94
0.00 – 11.00
5.64 – 8.49
3.14 – 14.68
COMMODITY PRICE RISK
The Group is exposed to commodity price risk that is associated with the purchase of petroleum, natural gas, electricity and coal
purchases under variable price contract arrangements. The Group adopts a policy where the only commodity exposure where
compulsory hedging applies is diesel for the Australia Business and this hedging is to be in AUD. All other global commodity
exposures fall within discretionary hedging parameters. If hedging is elected then a minimum of 50% of the Australian Diesel exposure
is to be hedged for a period of not less than six months with maximum hedging levels of 75% for Year 1 (months 1 to 12) and 50%
for Year 2 (months 13 to 24). The maximum permitted term for a hedge transaction is two years.
The Group uses commodity swaps to hedge commodity price risk. All of the commodity swaps have maturities of less than two years.
Commodities hedging activities
Notional value of commodity derivative instruments at year end is as follows:
Singapore gasoil 0.05%
Natural gas (NYMEX)
Newcastle Coal
Electricity
Details of balance sheet carrying value/fair value of instruments hedging commodities price risk:
Assets
Commodity swaps designated as cash flow hedges
Liabilities
Commodity swaps designated as cash flow hedges
CONSOLIDATED
2014
$ millions
2013
$ millions
25.8
9.1
2.7
–
1.2
(0.5)
0.7
48.1
5.4
–
3.1
3.6
(0.5)
3.1
The commodity swaps are considered to be highly effective hedges as they are matched against forward commodity purchases.
The ineffective portion of the hedges transferred to the Income Statement was Nil in 2014 (2013: Nil).
Sensitivity
At 30 June 2014, if the 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 (2013: unchanged) and the change in equity would have been
A$3.8 million (2013: A$5.9 million).
Boral Limited Annual Report 2014 111
Notes to the Financial Statements
Boral Limited and Controlled Entities
29. Financial instruments (continued)
THE FAIR VALUE HIERARCHY
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
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 (interest rate swaps, commodity swaps, cross currency swaps); and
financial liabilities, including derivatives used for hedging (forward exchange contracts, commodity swaps, interest rate swaps,
cross currency swaps).
The Group does not have financial instruments that have been valued at Level 3.
The following table presents the Group’s financial assets and liabilities that are measured at Level 1 and Level 2 fair value:
Assets
Equity securities
Derivatives used for hedging
Total assets
Liabilities
Derivatives used for hedging
Total liabilities
Level 1
Level 2
2014
$ millions
2013
$ millions
2014
$ millions
2013
$ millions
10.7
–
10.7
–
–
–
–
–
–
–
–
20.0
20.0
50.9
50.9
–
35.1
35.1
33.5
33.5
112 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 30. Key management personnel disclosures
The following were key management personnel (KMPs) of the Group during the reporting period and unless otherwise indicated for the
entire period:
DIRECTORS
Current Directors
Bob Every AO
Mike Kane
Catherine Brenner
Brian Clark
Eileen Doyle
Richard Longes
John Marlay
Paul Rayner
EXECUTIVES
Current Executives
Al Borm
Joseph Goss
Darren Schulz
Rosaline Ng
Chairman and Non-executive Director
CEO and Managing Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
President and CEO Boral USA
Divisional Managing Director – Boral Construction Materials & Cement
Executive General Manager – Boral Building Products
Chief Financial Officer of Boral Limited from 15 September 2013
Former Executives
Mr Frederic de Rougemont held the position of Divisional Managing Director – Boral Gypsum until 28 February 2014, on which date
he was appointed as CEO of the USG Boral Building Products Joint Venture.
Mr Andrew Poulter held the position of Chief Financial Officer until he ceased as a KMP, effective 15 September 2013.
KEY MANAGEMENT PERSONNEL COMPENSATION
The key management personnel compensation included in “employee benefits expense” in note 3 is as follows:
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
Long-term employee benefits
June 2013 comparatives include key management personnel for that year.
CONSOLIDATED
2014
$’000
9,437.4
273.9
798.6
1,526.1
52.1
2013
$’000
7,682.3
369.5
2,144.1
1,613.4
69.0
12,088.1
11,878.3
Boral Limited Annual Report 2014 113
Notes to the Financial Statements
Boral Limited and Controlled Entities
31. Auditors’ remuneration
Audit services:
KPMG Australia – audit and review of financial reports
KPMG overseas firms – audit and review of financial reports
KPMG Australia – other assurance services
KPMG overseas firms – other assurance services
Other services:
KPMG Australia – taxation services
KPMG Australia – due diligence
KPMG Australia – advisory
KPMG Australia – other
KPMG overseas firms – taxation services
CONSOLIDATED
2014
$’000
2013
$’000
1,519
1,355
696
127
6
910
108
3
2,348
2,376
119
866
28
59
144
1,216
3,564
160
217
36
16
58
487
2,863
114 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS 32. Acquisition/disposal of controlled entities
The following controlled entities were acquired or disposed of during the financial year ended 30 June 2014:
Entities acquired:
There were no acquisitions during the year ended 30 June 2014.
Entities disposed:
Boral Window Systems Ltd
Boral Gypsum Asia Sdn Bhd and controlled entities
Boral Australian Gypsum Ltd and controlled entities
Name changes during the financial period:
Boral Australian Gypsum Ltd to USG Boral Building Products Pty Limited
The following controlled entities were disposed of during the financial year ended 30 June 2013:
Entities disposed:
PT Pion Quarry Nusantara
Thailand Construction Materials
Boral Concrete & Quarry Limited
Ratchiburi Enterprise Company Ltd
Entities deregistered:
Boral Timber Inc.
Boral Investments Ltd
LBGA Trading (Singapore) Pte Ltd
MLOP Pty Ltd (in liquidation)
Boral Johns Perry Ltd (in liquidation)
Dowell Australia Ltd (in liquidation)
Name changes during the financial period:
Boral Material Technologies Inc. to Boral Material Technologies LLC
Date of disposal
Nov 2013
Feb 2014
Feb 2014
Date of disposal
Aug 2012
Dec 2012
Date of loss of
control
Jun 2013
Jun 2013
Jun 2013
Aug 2012
Aug 2012
Aug 2012
Boral Limited Annual Report 2014 115
Notes to the Financial Statements
Boral Limited and Controlled Entities
33. Controlled entities and non-controlling interests
i. Controlled entities
The financial statements of the following entities have been consolidated to determine the results of the consolidated entity.
Beneficial ownership by
Country of
incorporation
Consolidated entity
2014
%
Consolidated entity
2013
%
Boral Limited
Boral Cement Limited > *
Barnu Pty Ltd *
Boral Building Materials Pty Ltd > *
Boral International Pty Ltd > *
MJI (Thailand) Ltd
Boral Concrete (Thailand) Ltd
Boral USA <
Boral International Holdings Inc.
Boral Construction Materials LLC
Ready Mixed Concrete Company
Sprat-Platte Ranch Co. LLLP
Morton Lakes LLC
Aggregate Investments LLC
BCM Oklahoma LLC
McCanne Ditch and Reservoir Company
Boral Industries Inc.
Boral Finance Inc.
Boral Lifetile Inc.
Boral Concrete Tile Inc.
Boral Roofing LLC
Australia
Australia
Australia
Australia
Australia
Thailand
Thailand
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Boral Roofing de Mexico S. de R.L. de C.V.
E.U.M. Teja de Concreto Servicio Compania
S.R.L. de C.V.
Mexico
Mexico
Tile Service Company LLC
Boral Bricks Inc.
Dennis Brick Distributors
Boral Composites Inc.
Boral Material Technologies LLC
Boral Stone LLC
Boral Stone Products LLC
Boral IP Holdings LLC
Boral (UK) Ltd
Boral Investments BV
Boral Industrie GmbH
Boral Klinker GmbH
116 Boral Limited Annual Report 2014
USA
USA
USA
USA
USA
USA
USA
USA
UK
Netherlands
Germany
Germany
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
100
50
100
100
100
100
100
FINANCIAL STATEMENTS
33. Controlled entities and non-controlling interests (continued)
Beneficial ownership by
Country of
incorporation
Consolidated entity
2014
%
Consolidated entity
2013
%
Boral Mecklenburger Ziegel GmbH
Germany
Boral Industries Ltd (in liquidation)
Boral Building Products (NZ) Ltd (in liquidation)
Boral Gypsum Asia Sdn Bhd ***
Boral Management Services Shanghai Co Ltd ***
Boral Building Materials (Malaysia) Sdn Bhd ***
Boral Plasterboard (Malaysia) Sdn Bhd ***
Boral Plasterboard (Marketing) Sdn Bhd ***
Siam Gypsum Industry Co Ltd ***
Siam Gypsum Industry (Saraburi) Co Ltd ***
Siam Gypsum Industry (Songkla) Co Ltd ***
Siam Gypsum Industry Development Co Ltd ***
Gypsum Business Limited ***
Boonyavajara Mining Co Ltd ***
Boral Prestia Co Ltd ***
Boral Middle East FZE ***
Boral Middle East (Dubai) LLC ***
PT Petrojaya Boral Plasterboard ***
BGA Holdings Limited ***
NZ
NZ
Malaysia
China
Malaysia
Malaysia
Malaysia
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
UAE
UAE
Indonesia
Labuan
China Plasterboard Corporation ***
British Virgin Islands
Boral Plasterboard (Shanghai) Co Ltd ***
Boral Gypsum (Chongqing) Co Ltd ***
Boral Gypsum (Chengdu) Co Ltd ***
Boral Gypsum (Shanghai) Co Ltd ***
Boral Gypsum India Private Ltd ***
Boral Gypsum (Shandong) Co Ltd ***
Boral Gypsum Korea Co Ltd ***
South Korean Plasterboard Corporation ***
Boral Plasterboard System Co Ltd ***
Siamsum Corporation ***
Boral Gypsum Vietnam Co Ltd ***
Boral Plasterboard Philippines Inc ***
Boral Australian Gypsum Ltd ***
Waratah Gypsum Pty Ltd (in liquidation) ***
Boral Plaster Fixing Pty Ltd ***
Lympike Pty Ltd ***
China
China
China
China
India
China
South Korea
Labuan
South Korea
Labuan
Vietnam
Philippines
Australia
Australia
Australia
Australia
100
100
100
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100
100
100
100
100
100
100
100
71
71
71
71
100
100
100
100
49
100
100
100
96.8
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Boral Limited Annual Report 2014 117
Notes to the Financial Statements
Boral Limited and Controlled Entities
33. Controlled entities and non-controlling interests (continued)
Beneficial ownership by
Country of
incorporation
Consolidated entity
2014
%
Consolidated entity
2013
%
Boral Investments Pty Ltd > *
Boral Construction Materials Ltd > *
Boral Resources (WA) Ltd > *
Boral Contracting Pty Ltd *
Boral Construction Related Businesses Pty Ltd > *
Boral Resources (Vic) Pty Ltd > *
Bayview Quarries Pty Ltd *
Boral Resources (Qld) Pty Ltd > *
Allen’s Asphalt Pty Ltd > *
Q-Crete Premix 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 *
Boral Precast Holdings Pty Ltd > *
Boral Construction Materials Group Ltd > *
Concrite Pty Ltd > *
Boral Resources (SA) Ltd > *
Bitumax Pty Ltd > *
Road Surfaces Group Pty Ltd > *
Alsafe Premix Concrete Pty Ltd > *
Boral Transport Ltd > *
Boral Corporate Services Pty Ltd
Bitupave Ltd > *
Boral Resources (Country) Pty Ltd > *
Bayview Pty Ltd *
Dandenong Quarries Pty Ltd *
Boral Insurance Pty Ltd
Allen Taylor & Company Ltd > *
Oberon Softwood Holdings Pty Ltd > *
Duncan’s Holdings Ltd > *
Boral Bricks Pty Ltd > *
Boral Masonry Ltd > *
118 Boral Limited Annual Report 2014
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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
FINANCIAL STATEMENTS
33. Controlled entities and non-controlling interests (continued)
Beneficial ownership by
Country of
incorporation
Consolidated entity
2014
%
Consolidated entity
2013
%
Boral Hollostone Masonry (South Aust) Pty Ltd > *
Boral Montoro Pty Ltd > *
Boral Window Systems Ltd > **
Boral Timber Fibre Exports Pty Ltd > *
Boral Shared Business Services Pty Ltd > *
Boral Building Products Ltd > *
Boral Bricks Western Australia Pty Ltd > *
Boral IP Holdings (Australia) Pty Ltd
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100
100
–
100
100
100
100
100
100
100
100
100
100
100
100
100
Entered into cross guarantee with Boral Limited (refer to note 37).
> Granted relief by the Australian Securities and Investments Commission from specified accounting requirements in accordance with Class Order (refer to note 36).
*
** Disposed of during the year.
*** Became part of a joint venture during the year.
< A Delaware general partnership.
All the shares held by Boral Limited in controlled entities are ordinary shares.
ii. Non-controlling interests
During the year the Group disposed of its 29% non-controlling interest in Siam Gypsum Industry Co Ltd, as part of the deconsolidation
of its investments in the Gypsum operations following the formation of the Gypsum joint venture with USG Corporation.
In addition, during the current year the Group made the final payment in respect of the acquisition of the remaining 50% membership
interest in Owens Corning Masonry Products LLC (“Cultured Stone”). This resulted in the Group’s shareholding increasing to 100%.
The Group previously assumed Board control and management control of operations, and consolidated the results and recognised
a non-controlling interest in the financial statements.
As a result of the transactions above, there are no non-controlling interests as at 30 June 2014.
34. Related party disclosures
CONTROLLED ENTITIES
Interests held in controlled entities are set out in note 33.
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 Boral Long Term Incentive Plan;
terms and conditions of employment;
reimbursement of expenses;
purchases of goods and services.
A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group
on terms and conditions no more favourable than those available on an arm’s length basis.
Boral Limited Annual Report 2014 119
Notes to the Financial Statements
Boral Limited and Controlled Entities
35. Notes to statement of cash flows
(i) Reconciliation of cash and cash equivalents:
Cash includes cash on hand, at bank and short-term deposits, net of
outstanding bank overdrafts. Cash as at the end of the year as shown
in the statement of cash flows is reconciled to the related items in the
balance sheet as follows:
Cash and cash equivalents
Bank overdrafts
CONSOLIDATED
Note
2014
$ millions
2013
$ millions
9
18
383.2
–
383.2
149.9
(14.2)
135.7
At 30 June 2013, the Group also held $70.6 million of bank deposits maturing in less than 180 days.
(ii)
Reconciliation of net profit/(loss) to net cash provided by operating activities:
Net profit/(loss)
Adjustments for non-cash items:
Depreciation and amortisation
Discount unwinding
Gain on sale of assets
Impairment of assets, businesses and demolition costs
Share-based payment expense
Fixed asset impairment
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
– Current and deferred taxes
– Other
Net cash provided by operating activities
176.2
(205.7)
261.4
2.3
(41.4)
60.0
7.2
–
(24.6)
441.1
(22.6)
49.5
25.8
1.9
22.3
(10.7)
307.0
2.5
(38.2)
386.3
8.7
5.0
(2.5)
463.1
(70.4)
10.2
(1.7)
(26.6)
(95.3)
29.7
507.3
309.0
(iii) The following non-cash financing and investing activities have not been
included in the statement of cash flows:
Dividends reinvested under the Dividend Reinvestment Plan
43.8
29.4
(iv) Restructure costs
During the year, the Group incurred costs associated with:
Restructure and business closure costs
(33.5)
(73.2)
(v)
Details of credit standby arrangements and loan facilities are included in note 28.
(vi) The Group paid $48.4 million in respect of the outstanding liability relating to the acquisition of the Cultured Stone business in the USA.
120 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
36. Parent entity disclosures
For the year ended 30 June
RESULT OF THE PARENT ENTITY
Profit after tax
Other comprehensive income after tax
Total comprehensive income/(loss) 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
BORAL LIMITED
2014
$ millions
2013
$ millions
61.1
(3.0)
58.1
6,272.5
475.5
6,748.0
2,645.3
754.1
3,399.4
3,348.6
46.3
(1.8)
44.5
6,503.6
440.1
6,943.7
2,447.9
1,155.5
3,603.4
3,340.3
2,477.6
2,433.8
58.8
812.2
54.5
852.0
3,348.6
3,340.3
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
5.0
6.1
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.
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 33.
Parent entity capital commitments
The parent entity does not have any capital commitments for acquisition of property, plant and equipment at 30 June 2014 (2013: Nil).
Boral Limited Annual Report 2014 121
Notes to the Financial Statements
Boral Limited and Controlled Entities
37. 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 to note 33), after eliminating all transactions between parties to the Deed.
CONSOLIDATED
2014
$ millions
2013
$ millions
3,791.0
4,069.8
140.4
9.2
149.6
17.6
167.2
–
–
(14.4)
(10.5)
3.2
145.5
145.5
–
145.5
801.5
167.2
(100.9)
–
867.8
(404.6)
192.5
(212.1)
12.7
(199.4)
4.1
(1.2)
1.3
7.7
(2.5)
(190.0)
(190.0)
–
(190.0)
1,062.9
(199.4)
(64.9)
2.9
801.5
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 from discontinued operations (net of income tax)
Net profit/(loss)
Other comprehensive income
Items that will not be reclassified to Income Statement:
Actuarial gain/(loss) on defined benefit plans
Income tax on items that will not be reclassified to Income Statement
Items that may be reclassified subsequently to Income Statement:
Exchange differences from translation of foreign operations taken to equity
Fair value adjustment on cash flow hedges
Income tax on items that may be reclassified subsequently to Income Statement
Total comprehensive income/(loss)
Attributable to:
Members of the parent entity
Non-controlling interest
Reconciliation of movements in retained earnings
Balance at the beginning of the year
Net profit/(loss) attributable to members of the parent entity
Dividends recognised during the year
Actuarial gains/(loss) on defined benefit plans, net of tax
Balance at the end of the year
122 Boral Limited Annual Report 2014
FINANCIAL STATEMENTS
37. Deed of cross guarantee (continued)
BALANCE SHEET
CURRENT ASSETS
Cash and cash equivalents
Receivables
Inventories
Other financial assets
Other
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
Loans and borrowings
Other financial liabilities
Current tax liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Payables
Loans and borrowings
Other financial liabilities
Deferred tax liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
CONSOLIDATED
2014
$ millions
2013
$ millions
314.0
623.2
372.2
8.3
33.6
15.4
713.7
411.6
11.3
26.7
1,351.3
1,178.7
54.5
23.6
851.8
1,286.8
2,108.6
70.7
2.3
30.4
4,428.7
5,780.0
896.5
215.3
12.1
81.1
188.4
1,393.4
18.2
886.0
38.8
–
95.9
1,038.9
2,432.3
3,347.7
8.2
94.0
34.6
2,410.5
2,395.6
87.1
–
27.9
5,057.9
6,236.6
1,045.2
1.7
7.3
2.0
197.3
1,253.5
9.4
1,538.3
25.3
54.6
103.4
1,731.0
2,984.5
3,252.1
2,477.6
2,433.8
2.3
867.8
16.8
801.5
3,347.7
3,252.1
Boral Limited Annual Report 2014 123
STATUTORY
STATEMENTS
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 60 to 123 and the Remuneration Report in the Directors’
Report, set out on pages 42 to 57, 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 2014 and of its performance for the financial
year ended on that date; and
(ii) complying with Australian Accounting Standards 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.
3.
4.
There are reasonable grounds to believe that Boral Limited and the controlled entities identified in note 33 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.
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 2014.
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:
Dr Bob Every AO
Director
Mike Kane
Director
Sydney, 27 August 2014
124 Boral Limited Annual Report 2014
Independent auditor’s report to the members of Boral Limited
Report on the Financial Report
We have audited the accompanying financial report of Boral Limited (“the Company”), which comprises the consolidated balance sheet
as at 30 June 2014, and consolidated income statement and consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 37 comprising a
summary of significant accounting policies and other explanatory information and the Directors’ declaration of the Group comprising
the Company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance
with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is
necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error.
In note 1, the Directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements,
that the financial statements of the Group comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian
Auditing Standards. 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 of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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, a true and fair 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:
(ii)
(a)
the financial report of the Group is in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2014 and of its performance for the year ended on
that date; and
complying with Australian Accounting Standards 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 2014. 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 2014 complies, with Section 300A of the
Corporations Act 2001.
KPMG
Kenneth Reid
Partner
Sydney, 27 August 2014
KPMG, an Australian partnership and a member
firm of the KPMG network of independent member
firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
Liability limited by a scheme approved under
Professional Standards Legislation.
Boral Limited Annual Report 2014 125
SHAREHOLDER
INFORMATION
Shareholder
Information
Boral Limited and Controlled Entities
Dividend payments
As foreshadowed in Boral’s 2011 Annual Report, Boral
implemented direct credit as the preferred method for
the payment of cash dividends, effective from the interim
dividend paid on 5 April 2012.
For those shareholders with a registered address in Australia
or New Zealand, dividend payments will only be made by direct
credit to your nominated bank account (rather than by cheque
posted to your registered address). To provide or update your
bank account details, please contact the share registry or visit
its website at www.linkmarketservices.com.au
For those shareholders without a registered address in Australia
or New Zealand, if you wish your dividends to be paid directly
to a bank, building society or credit union account in Australia
or New Zealand, please contact the share registry or visit its
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.
Shareholders are also reminded to bank dividend cheques as
soon as possible. Dividend cheques that are not banked are
required to be handed over to the Chief Commissioner of State
Revenue under the Unclaimed Money Act 1995 (NSW).
Tax File Number (TFN), 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
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.
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 Australia
Telephone 1300 730 644
International +61 1300 730 644
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: boral@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 FY2014 of 8.0 cents per share is expected
to be paid by Boral on 26 September 2014. The dividend will be
fully franked.
Dividend Reinvestment Plan (DRP)
Following payment of the interim dividend on 24 March 2014,
Boral’s DRP was suspended until further notice. Additional
amendments to the terms and conditions of the DRP were
notified to shareholders on 24 March 2014. For further
information on the suspension and amendments to the DRP,
please visit Boral’s website. In future, if the DRP is reactivated,
it will be notified by way of an ASX announcement.
126 Boral Limited Annual Report 2014
Shareholders communicating with the share registry should
have to hand their Securityholder 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 Securityholder
Reference Numbers confidential.
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 available on the
internet and published in most daily newspapers under that
abbreviation.
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, and 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.
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 called the Boral Review.
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 Securityholder 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.
Requests for publications and other enquiries about Boral’s
affairs should be addressed to:
Group Communications & Investor Relations Director
Boral Limited
PO Box 1228
North Sydney NSW 2059
Enquiries can also be made via email: info@boral.com.au or
visit Boral’s website at www.boral.com.au
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 1300 730 644.
American depositary receipts (ADRs)
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 Mellon (BNY Mellon). Each ADR represents four
ordinary Boral shares.
Holders of Boral’s ADRs should contact BNY Mellon on all
matters relating to their ADR holdings.
By mail:
BNY Mellon Shareowner Services
PO Box 30170
College Station, TX 77842-3170
USA
By telephone:
To speak directly to a BNY Mellon representative, please call
1-888-BNY-ADRS (1-888-269-2377) if you are calling from within
the United States. If you are calling from outside the United
States, please call 201-680-6825.
By email:
You may also send an email enquiry to shrrelations@bnymellon.
com or visit the website at www.bnymellon.com/shareowner
Share information as at 14 August 2014
Substantial shareholders
Perpetual Limited, by a notice of change of interests of
substantial holder dated 14 August 2014, advised that it and
its associates were entitled to 84,872,041 ordinary shares.
Commonwealth Bank of Australia, by a notice of change of
interests of substantial holder dated 3 April 2014, advised that
it and its associates were entitled to 72,548,143 ordinary shares.
Ausbil Dexia Limited, by a notice of change of interests of
substantial holder dated 9 November 2010, advised that it and
its associates were entitled to 44,499,371 ordinary shares.
Boral Limited Annual Report 2014 127
SHAREHOLDER
INFORMATION
Shareholder Information
Boral Limited and Controlled Entities
Distribution schedule of shareholders as at 14 August 2014
Size of shareholding
(a) in the categories –
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
(b) holding less than a marketable parcel (96 shares)
Number of shareholders
% of ordinary shares
24,614
25,615
4,582
2,755
116
57,682
1,339
1.58
7.56
4.16
7.28
79.42
100.00
0.005
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 14 August 2014
1
2
3
4
5
6
7
8
9
J P Morgan Nominees Australia Limited
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
Citicorp Nominees Pty Limited
RBC Dexia Investor Services Australia Nominees Pty Limited
BNP Paribas Nominees Pty Ltd
UBS Wealth Management Australia Nominees Pty Ltd
AMP Life Limited
Australian Foundation Investment Company Limited
10 QIC Limited
11 Argo Investments Limited
12 Bond Street Custodians Limited
13 Equitas Nominees Pty Limited (PB-600744 A/C)
14 Gwynvill Investments Pty Ltd
15 Invia Custodian Pty Limited
16 Camrock Australia Pty Ltd
17 Milton Corporation Limited
18 William Ross Batstone
19 Djerriwarrh Investments Limited
20 Portman Trading Pty Limited
128 Boral Limited Annual Report 2014
Ordinary shares
% of ordinary shares
138,877,884
129,959,072
110,005,134
109,437,500
46,992,280
32,919,081
9,816,152
7,319,907
4,008,492
3,253,301
3,075,132
2,833,482
2,450,738
1,987,750
1,941,098
1,858,617
1,666,463
849,030
827,519
730,000
17.74
16.60
14.05
13.98
6.00
4.21
1.25
0.94
0.51
0.42
0.39
0.36
0.31
0.25
0.25
0.24
0.21
0.11
0.11
0.09
Designed and produced by BWD
Boral Limited
ABN 13 008 421 761
The Annual General Meeting of
Boral Limited will be held at the City
Recital Hall, Angel Place, Sydney,
on Thursday 6 November 2014 at
10.30am.
Financial Calendar
Record date for final dividend
4 September 2014
Final dividend payable
Annual General Meeting
Half year end
26 September 2014
6 November 2014
31 December 2014
Half year results announcement
11 February 2015*
Ex dividend share trading commences
17 February 2015*
Record date for interim dividend
19 February 2015*
Interim dividend payable
Year end
* Timing of events is subject to change.
13 March 2015*
30 June 2015
FINANCIAL
HISTORY
Financial History
Boral Limited and Controlled Entities
30 June
Revenue
Earnings before interest,
tax, depreciation and
amortisation (EBITDA) 1
Depreciation and amortisation
Earnings before interest
and tax 1
Net financing costs 1
Profit before tax 1
Income tax expense 1
261
294
(83)
211
(37)
291
228
(97)
130
(20)
Non-controlling interests
(3)
(6)
Net profit after tax 1
Significant items – net of tax
Net profit/(loss) attributable
to members of Boral Limited
Total assets
Total liabilities
Net assets
Shareholders’ funds
Net debt
Funds employed
171
2
173
5,559
2,211
3,348
3,348
718
4,066
104
(316)
(212)
6,316
2,923
3,394
3,394
1,446
4,840
Dividends paid or declared
117
85
Statistics
2014
$ millions
2013
$ millions
2012
$ millions
2011
$ millions
2010
$ millions
2009
$ millions
2008
$ millions
2007
$ millions
2006
$ millions
2005
$ millions
5,204
5,286
5,010
4,711
4,599
4,875
5,199
4,909
4,767
4,305
556
519
473
522
505
539
688
762
823
794
273
200
(88)
111
(9)
(1)
101
75
177
245
277
(64)
213
(40)
2
175
(8)
168
253
252
(97)
155
(22)
(1)
132
(222)
(91)
6,499
3,096
3,403
3,403
1,518
4,921
82
5,668
2,512
3,156
3,156
505
3,662
105
5,209
2,583
2,626
2,626
1,183
3,809
88
263
276
(127)
149
(17)
–
131
11
142
5,491
2,738
2,754
2,754
1,514
4,268
77
13c
59%
1.7
240
448
(112)
336
(90)
1
247
(4)
243
5,895
2,985
2,910
2,910
1,515
4,425
202
34c
82%
1.2
231
531
(111)
420
(122)
–
298
–
298
5,817
2,829
2,987
2,987
1,482
4,470
203
34c
68%
1.5
209
614
(98)
516
(153)
–
362
–
362
5,587
2,832
2,755
2,755
1,578
4,333
200
34c
55%
1.8
191
603
(71)
532
(162)
(1)
370
–
370
5,001
2,594
2,407
2,407
1,394
3,800
197
34c
53%
1.9
Dividend per ordinary share
15.0
11.0c
11.0c
14.5c
13.5c
Dividend payout ratio 1
Dividend cover 1
68%
1.5
81%
1.2
81%
1.2
60%
1.7
67%
1.5
Earnings per ordinary share 1
22.0c
13.6c
13.6c
24.4c
22.1c
22.2c
41.4c
50.0c
61.7c
63.4c
Return on equity 1
EBIT to sales 1
EBIT to funds employed 1
ROFE 2 (EBIT to average
funds employed 1)
Net interest cover (times) 1
Gearing (net debt to equity)
Gearing (net debt to net
debt plus equity)
Net tangible asset backing
per share
5.1%
5.7%
7.2%
6.6%
3.5
21%
18%
3.2%
4.3%
4.7%
4.7%
2.3
43%
30%
3.0%
4.0%
4.1%
4.7%
2.3
45%
31%
5.6%
5.9%
7.6%
7.4%
4.4
16%
14%
5.0%
5.5%
6.6%
6.2%
2.6
45%
31%
4.8%
5.7%
8.5% 10.0% 13.2% 15.4%
8.6% 10.8% 12.9% 14.0%
6.5% 10.1% 11.9% 14.2% 15.9%
6.3% 10.1% 12.1% 15.1% 17.0%
2.2
55%
35%
4.0
52%
34%
4.8
50%
33%
6.3
57%
36%
8.5
58%
37%
$4.03
$3.17
$3.31
$3.91
$3.92
$4.12
$4.41
$4.41
$4.07
$3.57
Excludes the impact of significant items in 2014, 2013, 2012, 2011, 2010, 2009 and 2008.
Refer to the 2014 Remuneration Report for a discussion of how ROFE will be used as an additional performance hurdle under the Company’s long-term incentive plan.
1
2
Results for the years ended 2005 to 2014 have been prepared under Australian equivalents to International Financial Reporting Standards (A-IFRS).
Figures may not add due to rounding.
Boral Limited Annual Report 2014 129
Boral Limited
ABN 13 008 421 761
Level 3, 40 Mount Street, North Sydney NSW 2060
PO Box 1228, North Sydney NSW 2059
Telephone: +61 2 9220 6300
Internet: www.boral.com.au
Email: info@boral.com.au
Share Registry
c/- Link Market Services Limited
Level 12, 680 George Street, Sydney NSW 2000
Locked Bag A14
Sydney South NSW 1235
Telephone: +61 1300 730 644
Internet: www.linkmarketservices.com.au
Email: boral@linkmarketservices.com.au
BORAL
ANNUAL
REPORT
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Boral Limited
Annual Report
for the year ended
30 June 2014
2014