Boral Limited
Annual Report
for the year ended
30 June 2015
2015
BORALANNUALREPORT Boral Limited
ABN 13 008 421 761
The Annual General Meeting
of Boral Limited will be held at
the Civic Pavilion, The Concourse,
Chatswood on Thursday
5 November 2015 at 10.30am.
Financial calendar
Please note dates are subject to review.
Record date for final dividend
4 September 2015
Final dividend payable
Annual General Meeting
Half year end
28 September 2015
5 November 2015
31 December 2015
Half year results announcement
10 February 2016
Ex dividend share trading commences
16 February 2016
Record date for interim dividend
18 February 2016
Interim dividend payable
Year end
11 March 2016
30 June 2016
Boral Limited
Annual Report
For the year ended 30 June 2015
Chairman’s Review
Chief Executive’s Review
Financial Review
Divisional Performance
Sustainability Overview
Executive Committee
Board of Directors
Corporate Governance
Directors’ Report
2015 Remuneration Report
Financial Statements
Statutory Statements
Shareholder Information
Financial History
2
4
6
10
18
26
27
28
41
48
65
128
130
133
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 2015
1
CHAIRMAN’S
REVIEW
From the
Chairman
In May 2015, it was announced that I will step down from
Boral’s Board, after eight years as a Director and five years
as Chairman, and at the conclusion of the Annual General
Meeting on 5 November 2015, Dr Brian Clark will become
Boral’s Chairman.
Boral’s EBIT return on funds employed (ROFE)2 improved from
7.2% to 8.2% in FY2015 despite the EBIT contribution from
Gypsum being on an equity accounted after tax basis since
1 March 2014 and despite unfavourable currency movements
impacting overseas asset values.
It’s been a privilege to have served on Boral’s Board. Over the
past eight years, I have seen Boral face some significant
challenges and mature into a more resilient company delivering
improved results.
Significantly improved financial outcomes delivered in
FY2015
Profit after tax (PAT) (before significant items) of $249 million was
up 45% on last year. Net significant items of $8 million included
the gain on sale of the Landfill business, offset by Building
Products write-downs and further restructuring in Construction
Materials & Cement.
Earnings before interest and tax (EBIT)1 of $357 million was 21%
ahead of the prior year. Construction Materials & Cement
contributed a significant $301 million of EBIT, including
$46 million from Property earnings. Building Products delivered
$30 million of EBIT, and $49 million of post-tax equity accounted
income came from our 50%-owned USG Boral joint venture.
And Boral USA contributed A$6 million of EBIT – a A$45 million
turnaround – and a return to profitability for our US business.
Boral’s net debt at 30 June 2015 of $817 million was slightly
higher than $718 million a year ago, due to exchange rate
impacts. However, it remains well below the $1.45 billion of net
debt reported two years ago. Boral’s gearing3 remains low at
19%.
Boral’s improved performance, which resulted in a 45% increase
in underlying earnings per share to 31.9 cents per share,
provided the confidence for the Board to declare a final dividend
of 9.5 cents per share for a full year fully franked dividend of
18.0 cents per share, representing a payout ratio of 56%.
In March 2015 the Board announced an on-market share
buy-back program for up to 5% of issued capital over
12 months. As at 30 June 2015, $116 million had been spent
buying back 2.4% of issued capital.
Safety remains a priority
None of Boral’s business objectives should take priority over
health and safety. With this in mind, it’s pleasing to see safety
performance across the Group continue to improve. Boral
delivered an 11% reduction in the recordable injury frequency
rate (RIFR) in FY2015 down to 12.1 and a 5% reduction in the
lost time injury frequency rate to 1.8. All divisions delivered
improved RIFR outcomes with the exception of the USA, which
at 6.1 remains well below Boral’s average.
1. Before significant items.
2. EBIT (before significant items) return on funds employed at 30 June 2015.
3. Net debt/(net debt + equity).
2
Boral Limited Annual Report 2015
Boral is making good progress against our strategic priorities and delivered significantly improved results in FY2015. It gives me great satisfaction, in this my final year as Boral’s Chairman, to be able to leave Boral in a much stronger position.Dr Bob Every AO, Chairman Stronger housing activity
In FY2015, Boral benefited from increased activity in US and
Australian housing markets and strength in Asian construction
markets. Non-residential construction in Australia was strong,
especially in New South Wales, but overall it was slightly softer in
FY2015 than in the prior year. Similarly, Australian roads,
highways and engineering activity slowed during the year, which
was in line with market expectations.
THESE ROBUST DEMAND LEVELS,
COMBINED WITH BENEFITS FROM
IMPROVEMENT INITIATIVES AND
PROPERTY SALES, UNDERPINNED
A SIGNIFICANTLY IMPROVED PROFIT
RESULT IN FY2015.
In the USA, housing starts increased from around 950,000
starts in FY2014 to 1.05 million in FY2015. When taken together
with US$20 million of business improvement initiatives, this
helped return Boral USA to profitability for the first time since
FY2007.
Fix, Execute, Transform program is delivering results
Boral’s Fix, Execute, Transform program continues to be an
effective framework for business improvement, with efforts
continuing to manage costs down and maintain a strong
balance sheet.
During FY2015, rationalisation and portfolio reshaping initiatives
also continued. In December 2014, the specialty cement kiln at
Maldon was closed, continuing Boral’s transition away from
sub-scale cement manufacturing to lower cost imports.
In February 2015, the divestment of Boral’s Landfill business
in Melbourne to Transpacific Industries (TPI) was completed,
delivering significant benefits. Boral received an upfront payment
of approximately $165 million from TPI and will continue to
receive a long-term earnings stream in the form of fixed
payments and volume-based royalties. In May 2015, the
Australian East Coast Bricks joint venture between CSR and
Boral commenced, and is expected to deliver synergies of
between $7 million and $10 million per annum following
integration.
The Board
As announced in May 2015, Brian Clark has agreed to succeed
me as Chairman of Boral following this year’s AGM. Brian has
had an outstanding career as an executive with extensive
international experience. He is also a very experienced director
and is well positioned to chair the Company through the next
phase of its Fix, Execute, Transform program.
Succession planning has been an important focus for the Board
and I am confident that the Company and the Board will be in
very capable hands under Brian’s Chairmanship as it continues
to drive the Company’s strategy to create sustainable value for
shareholders.
Thank you
On behalf of the Board, I thank Mike Kane for his excellent
leadership over the past three years. I also thank Boral’s
employees and executive team, for their skill and commitment to
delivering positive outcomes for Boral’s shareholders, customers
and communities.
We remain confident that Boral has the right team and the right
strategy to continue to transform into a company that is known
for its excellent safety performance, innovative product platforms
and attractive returns on shareholders’ funds.
On a personal note, it gives me great satisfaction, in this my final
year as Boral’s Chairman, to be able to leave Boral in a much
stronger postion and well positioned for the future.
My time as Chairman has seen difficult market conditions in the
USA and much restructuring. It has not been a very rewarding
time for shareholders and I thank them all for their ongoing
support.
I also thank current and past Board members and all of Boral’s
people who have supported me as Chairman. I thank them for
the job they have done and for the friendships I have made.
Dr Bob Every AO
Chairman
Boral Limited Annual Report 2015
3
CHIEF EXECUTIVE’S
REVIEW
In conversation
with Mike Kane
QUESTION: Which businesses performed well in FY2015?
MIKE KANE: I’m pleased to say that there are good stories to
tell from all of Boral’s divisions.
Boral’s largest division – Construction Materials & Cement –
delivered a significant $301 million of earnings before interest and
tax (EBIT), 9% higher than in the previous year. Higher margins
in Asphalt, Cement and Concrete Placing due to operational
and cost improvements, and $46 million of Property earnings
more than offset the impact of fewer engineering, roads and
infrastructure projects.
Boral’s smaller Building Products division delivered $30 million
of EBIT in FY2015 – a $70 million turnaround in only two years.
Restructuring and improvement initiatives have positioned the
business well to take advantage of higher housing-related volumes.
Our 50%-owned USG Boral gypsum joint venture delivered a
38% increase in underlying EBIT to $141 million, resulting in a
post-tax profit contribution of $49 million for Boral. The business
continued to leverage underlying market growth at the same time
as increasing product penetration in maturing markets, including
our new world leading Sheetrock® technology products.
Perhaps the best news for Boral, however, is that our US division
returned to profitability in FY2015, with a positive A$6 million
of EBIT. This is the first profitable outcome since the global
financial crisis impacted in FY2007. The A$45 million year-on-year
turnaround was underpinned by a 10% increase in housing starts
to 1.05 million.
4
Boral Limited Annual Report 2015
Q: What’s driving the improvement in underlying business
performance?
MK: We’ve been improving Boral’s cost base and managing
our portfolio of businesses more efficiently to take advantage
of upturns in demand, to respond more quickly to shortfalls
in volumes as markets slow and to ensure that improvement
programs offset inflationary cost pressures.
For example, while we took advantage of the peak demand in
Australian housing construction during the year, in Construction
Materials & Cement we experienced lower demand from roads,
engineering and major infrastructure projects in Australia. In
response, we took costs out, realigned our Asphalt operations in
Queensland and Victoria, and we expedited a number of surplus
property sales to take advantage of the strong property market.
Meanwhile in the USA, the rate of recovery in the housing market
was lower than originally expected, so we took further action to
take more costs out of the business and reduce expenditure,
delivering US$20 million of benefits in FY2015. This ensured a
return to profitability despite lower than expected volumes.
Q: How is health and safety performance tracking in Boral?
MK: Over the past three years Boral’s medical treatment injuries
have reduced from 17 per million hours worked to 10. We are
reducing these incidents on average by around 15% per year
every year. More significantly the severity of these medical
treatment cases has been cut in half.
Boral’s lost time injuries of 1.8 per million hours worked by
employees and contractors in FY2015 was a 5% improvement
on the prior year.
The last work-related fatality in Boral was in 2013 when a
contracted driver was tragically killed in a heavy vehicle road
accident while transporting Boral materials.
We’ve firmly moved to the Execute and Transform phases of our Fix, Execute, Transform program and our performance reflects this.Mike Kane, CEO & Managing Director AS BORAL’S CEO, MY MOST
IMPORTANT OBLIGATION IS TO DO
EVERYTHING WITHIN MY CONTROL
TO FOSTER A SAFE AND HEALTHY
WORK ENVIRONMENT WHERE NO
ONE IS HURT.
I remain resolutely focused on creating a culture of Zero Harm.
To deliver on this requires commitment and trust in the people
who work for me and the broader Boral team. I need to know
they share the same obligation so that we are all fully engaged in
ensuring that everyone is safe – always. I expect senior leaders to
inspire and require change, and I am pleased to report that I am
seeing this throughout the organisation.
Q: After almost three years as CEO, how do you see Boral’s
strategy progressing?
MK: My vision is to transform Boral into a global building
products and construction materials company recognised for its
world-class safety performance and for delivering strong returns.
I want Boral to deliver performance excellence and sustainable
growth with innovation at its core.
We are moving in the right direction. We’ve firmly moved to the
Execute and Transform phases of our Fix, Execute, Transform
program and our performance reflects this.
We’ve improved Boral’s cost base, strengthened the balance
sheet and we’re managing our portfolio of businesses more
efficiently. Portfolio realignment continues to strengthen Boral.
This includes the sale of our Western Landfill business in
Melbourne and the formation of the Boral CSR Bricks joint
venture during the year.
We are also growing through innovation. The formation of USG
Boral, providing access to world leading technologies, and our
Innovation Factory, which is developing lightweight composite
products, are helping to achieve this.
Q: What is the outlook for Boral?
MK: Boral’s medium- and longer-term earnings growth will come
from the continuing market recovery in the USA, and long-term
market growth and product penetration in Asia.
In Australia, the aim is to strengthen and protect Boral’s leading
integrated positions in Construction Materials & Cement, and
continue to improve Building Products.
I see encouraging signs for Boral over the next five years.
Boral is well positioned to take full advantage of strong conditions
expected in most key markets.
Looking at the near term, in FY2016 we expect:
Construction Materials & Cement will be focused on
maintaining earnings, excluding property, broadly in line with
FY2015. Benefits from restructuring and improvement initiatives,
together with continued strength in the Sydney construction
market, will be needed to offset a depressed Queensland
construction market, subdued activity in roads, infrastructure
and engineering, and further tapering off of LNG major project
volumes. Property is expected to contribute to earnings in
FY2016 but the timing and quantum is uncertain.
Earnings from Building Products should be maintained, with
improvement initiatives offsetting the impact of housing activity
coming off its peak and the impact of earnings from Bricks East
moving to a 40% post-tax equity accounted share of earnings
from Boral CSR Bricks.
USG Boral is expected to deliver further underlying performance
improvements. Volumes of new Sheetrock® products should
continue to grow and synergies should also strengthen in
FY2016. Synergies are expected to exceed the cash costs
associated with the expanded product portfolio and technology
roll-out this year.
Boral USA should report a further increase in earnings in FY2016
on the back of increased housing activity. While the cost-out
program undertaken in FY2015 will not be repeated, EBIT is
expected to lift as a result of forecasters’ projected increase in
housing activity to approximately 1.2 million starts in FY2016.
Mike Kane
CEO & Managing Director
Boral Limited Annual Report 2015
5
FINANCIAL
REVIEW
Report from
the CFO
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 after tax
2015
2014
Group
4,414.7
356.7
(63.7)
(43.8)
–
249.2
7.8
257.0
Continuing
operations
Discontinued
operations
4,297.6
345.4
(63.7)
(39.7)
–
242.0
1.4
243.4
117.1
11.3
–
(4.1)
–
7.2
6.4
13.6
Group
5,203.9
294.2
(83.1)
(36.8)
(2.9)
171.4
1.9
173.3
Continuing
operations
Discontinued
operations
4,325.7
222.5
(80.7)
(13.1)
2.9
131.6
(22.6)
109.0
878.2
71.7
(2.4)
(23.7)
(5.8)
39.8
24.5
64.3
Financial performance
Revenue
Reported revenue of $4.41b was down 15% on the prior year,
reflecting the impact of a full year of equity accounting in the
Gypsum division, following the formation of the USG Boral joint
venture on 1 March 2014. Revenue from continuing operations
was broadly steady at $4.30b, with revenue growth in the USA
offsetting a decline in Construction Materials & Cement.
• Construction Materials & Cement revenue of $3.09b was
down 6%, with declines in Quarries and Asphalt driven by
the slowdown in roads and highways activity, particularly in
Queensland. Cement revenue was down as a result of
changed wholesale supply agreements. This was partly
offset by higher volumes in Concrete with stronger housing
construction activity in major capital cities, despite lower
volumes elsewhere including into major LNG projects.
6
Boral Limited Annual Report 2015
• Building Products revenue of $485.4m was in line with prior
year. Price gains and stronger housing construction activity
in NSW, Queensland, Victoria and Western Australia were
offset by the absence of two months of East Coast Bricks
revenue following the formation of the Boral CSR Bricks joint
venture on 1 May 2015. In addition, Timber volumes were
down, reflecting the exit from the engineered flooring
business and efforts to reduce inventories in the prior year.
• Gypsum underlying revenue of $1.27b was up 16% on the
prior year, driven by a 2% growth in board volumes,
increased non-board revenue and higher average prices in
Australia, Korea and Indonesia.
• USA revenue of A$838.6m was up 23% on the prior year,
benefiting from increased US housing construction activity
across all key geographic regions. Total US housing starts
increased by 10% to 1.05 million starts during FY2015.
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.
Continued growth in housing market activity in Australia and the USA, together with higher property earnings, offset by a slowdown in roads and resource-related construction activity in Australia, led to an improved performance for the Group during FY2015.Rosaline Ng, Chief Financial Officer Earnings before interest and tax (EBIT)1
Group EBIT before significant items of $356.7m was up 21% on
the prior year, reflecting a strong focus on operational
improvements and cost savings.
• Construction Materials & Cement EBIT of $301.4m was up
9% due to higher Property earnings of $46.0m in FY2015
compared to $8.0m in FY2014. Excluding Property, EBIT of
$255.4m was down 5% compared to the prior year, with
higher earnings from operational and cost improvements in
Asphalt, Cement and Concrete Placing offset by lower
earnings in Concrete and Quarries.
• Building Products EBIT of $29.5m was a $21.3m
improvement on the prior year as the division continued its
turnaround. The result was driven by improved pricing
across all products and markets, the benefits of production
volume leverage, and improved operational and cost
performance, particularly in Bricks and Timber.
• Gypsum contributed $48.7m of equity accounted income to
the Group, representing 12 months of Boral’s 50% share of
post-tax USG Boral earnings. The result is $28.8m below
the prior year which consisted of eight months of 100%
consolidated pre-tax earnings and four months of equity
accounted earnings after the formation of the joint venture.
The underlying performance of the joint venture improved by
38% with margin expansion in all key regions and strong
results from Australia, Korea, Thailand and Indonesia.
• USA EBIT of A$5.9m was a A$44.5m improvement on the
prior year. The return to profitability was underpinned by
significant volume gains, particularly in Cultured Stone, Trim
and Roofing; solid pricing growth in Trim, Roofing, Fly Ash
and Construction Materials; improved production volume
leverage, and US$20.0m in cost savings from SG&A savings
and from the restructure and consolidation of regional sales
and manufacturing undertaken in June 2014.
Finance costs1
Net underlying interest expense decreased from $83.1m in
FY2014 to $63.7m in FY2015, reflecting the impact of a full year
of lower debt levels following the Gypsum sale in February 2014,
as well as the receipt of proceeds from the sale of the Western
Landfill business received in February 2015. Underlying interest
cover improved from 3.5 times last year to 5.6 times in FY2015.
Tax expense1
The average effective tax rate for the year decreased from
17% in FY2014 to 15% in FY2015, driven by increased equity
accounted earnings and the benefit of capital losses recovered
during the year.
Net profit after tax1
Net profit after tax before significant items was $249.2m, a 45%
increase over the prior year. This improvement was due to a 21%
increase in EBIT together with a $19.4m reduction in interest,
partially offset by a $7m increase in tax expense. Reported profit
after tax of $257.0m included a net benefit of $7.8m from
significant items and compares to a profit of $173.3m in the prior
year, which included significant gains of $1.9m.
Significant items
During the year, the Group recorded an after-tax significant gain
of $7.8m in respect of items that were excluded from the
underlying trading result. This primarily relates to gains and
losses arising from changes made to the portfolio and as a
result of impairment charges in Building Products and
restructuring activities in Construction Materials & Cement.
Reconciliation of underlying results to reported results for FY2015
$ millions
Underlying results
Significant items
Gain on disposal of Western Landfill
Impairment of Building Products businesses
West Coast Bricks
Roofing and Masonry
Hardwood
Construction Materials & Cement restructure
Site closures
SG&A redundancies
Waurn Ponds make safe demolition
East Coast Bricks costs
Other
Income tax benefit
Total significant items
Reported results
EBIT
Finance costs
Tax
Profit after tax
356.7
(63.7)
(43.8)
249.2
115.0
(31.3)
(29.9)
(11.4)
(16.4)
(10.0)
(4.5)
(8.1)
(1.5)
1.9
358.6
–
(63.7)
5.9
5.9
(37.9)
7.8
257.0
Boral Limited Annual Report 2015
7
FINANCIAL
REVIEW
Gain on disposal of Western Landfill
In February 2015, the Group completed a transaction to divest
its Western Landfill business in Melbourne, Victoria. This
generated sale proceeds of $150.0m plus site preparation fees
of approximately $15m. An EBIT gain of $115.0m was
recognised after taking into account the costs of disposal and
the value of assets disposed of as part of the transaction.
The Group will continue to receive royalty revenue of
approximately $15m per annum.
Impairment of Building Products businesses
The Group has continued to review the Building Products
portfolio. In light of current and expected market conditions, and
the competitive landscapes in which the Building Products
businesses operate, a reassessment of the carrying value of the
West Coast Bricks, Roofing and Masonry, and Hardwood
businesses was performed during the year.
The outlook for falling housing starts in Western Australia from
its current peak, combined with increased competitor activity,
has led to an impairment of $31.3m being recorded in the year
for the Australian West Coast Bricks business.
The outlook for the Australian Roofing and Masonry business is
impacted by falling levels of roofing intensity and increased
penetration of metal roofing substitute products. The
combination of this and the expectation that market conditions
will deteriorate over the medium term, has led to an impairment
of $29.9m being recorded in the year.
The Hardwood business has commenced a significant
restructuring program as a result of a strategic review of the
business. Activities include upgrades of the Herons Creek,
Koolkhan and Nowra saw mills, construction of a new
distribution centre in Murwillumbah and an overhaul of the
logistics network. The implementation of this plan has led to an
asset impairment of $8.9m and restructuring costs of $2.5m
being incurred.
Construction Materials & Cement restructure
The decline in roads and highways activity and the reduction in
resource-related construction work has led to a review of the
asset portfolio and organisational structure of the Construction
Materials business. As a result, asset impairment and
restructuring costs of $16.4m have been recorded for the
closure of 10 sites, predominantly in Queensland.
This is in addition to $10.0m of redundancy and restructuring
costs recorded in the first half of FY2015, to further streamline
the organisation in response to current market conditions.
Finally, $4.5m of costs have been recorded in connection with
make safe demolition works to be performed on the Waurn
Ponds clinker manufacturing facility, which was fully impaired in
FY2013. While the site has not been formally closed,
deterioration in the condition of the existing plant and equipment
has led to the requirement to perform essential safety-related
demolition work, particularly to ensure the safety of employees
at the adjoining grinding facility.
8
Boral Limited Annual Report 2015
East Coast Bricks costs
During the year, the Group received clearance from the Australian
Competition and Consumer Commission for the East Coast
Bricks business to enter into a joint venture with CSR Limited.
On disposal of its interest, Boral deconsolidated its existing East
Coast Bricks business and recognised an equity accounted
investment in respect of its 40% shareholding in the Boral CSR
Bricks joint venture. This resulted in a net loss of $1.7m.
Following formation of Boral CSR Bricks, the joint venture
incurred restructuring and stamp duty costs of $6.4m in order to
realise overhead savings from the consolidation of management
structures and efficiency gains in sales and administration
functions.
Other
Other items relate to the gain on disposal of Oklahoma Quarries,
which completed in January 2015 for a profit on sale of $1.7m;
and a loss of $3.2m as a result of the finalisation of completion
adjustments associated with the disposal of the Gypsum
shareholding in FY2014.
Income tax benefit
The income tax benefit of $5.9m includes a benefit attributable
to tax losses recovered from previous sale transactions
recorded in significant items.
Cash flow
For year ended 30 June, $ millions
EBITDA1
Change in working capital
Interest and tax
Equity earnings less dividends
Profit on sale of assets
Other items
Restructuring costs paid
Operating cash flow
Capital expenditure
Investments
Proceeds on disposal of assets
Proceeds on disposal of controlled
entities2
Free cash flow
Dividends paid – net DRP
On-market share buy-back
Other items
Cash flow
2015
605
37
(109)
(34)
(41)
4
(44)
418
(250)
–
45
149
363
(129)
(116)
–
118
2014
556
91
(65)
(28)
(15)
3
(34)
507
(268)
(48)
37
555
782
(57)
–
(4)
721
Operating cash flow decreased by $89m to $418m in FY2015,
reflecting higher tax payments and a lower inflow from working
capital, offsetting improved earnings, compared to the prior
year.
1. Excluding significant items.
2. Excludes cash disposed in FY2014: $79m.
(Figures may not add due to rounding).
Change in working capital
The Group recorded a net cash inflow from working capital
movements in FY2015, driven by the receipt of approximately
$15m in site preparation deferred revenue associated with the
Western Landfill transaction and further improvements in debtor
management. The prior year working capital improvement
benefited from a number of one-off inflows including a reduction
in inventories in the Australian Brick and Timber businesses,
proceeds from the sale of the Quarrywest property, insurance
proceeds from the Queensland floods and a cash receipt from
the Forestry Corporation of NSW for a reduced timber allocation.
Interest and tax
Interest payments declined compared to the previous year
reflecting reduced debt levels following the receipt of proceeds
from the Gypsum divestment in February 2014, the Western
Landfill divestment in February 2015, and ongoing tight working
capital management.
The Group reported increased tax payments as a result of a
catch-up in payments required in respect of tax from FY2014
and a higher instalment rate during FY2015. The prior year also
benefited from the resolution of matters with the Australian
Taxation Office.
Capital expenditure
Capital expenditure at $250m in FY2015 continued to be tightly
managed and was held below the prior year levels. Stay-in-
business expenditure was broadly in line with the prior year with
the Group focused on safety and environmental initiatives, asset
replacement and cost reduction projects. Stay-in-business
expenditure represented 85% of depreciation, up from 78% in
FY2014. Growth expenditure decreased from $65m in FY2014
to $39m in FY2015.
Investments
FY2014 included the final payment of $48m in respect of the
outstanding liability relating to the acquisition of the Cultured
Stone business in the USA.
Proceeds on disposal of controlled entities
During the year, the Group generated $149m from the disposal
of Western Landfill and Oklahoma Quarries, net of transaction
costs; compared to $555m from the disposal of the Gypsum
and Windows businesses, net of transaction costs, in FY2014.
1. Excludes significant items.
Debt and gearing
As at 30 June
Total debt
Total cash and deposits
Net debt
2015
$ millions
2014
$ millions
1,322.6
1,101.5
505.8
816.8
383.2
718.3
Total shareholders equity
3,524.1
3,348.1
Gearing ratios
Net debt: equity (%)
Net debt: equity plus net debt (%)
Interest cover1 (times)
23
19
5.6
21
18
3.5
Net debt
Net debt increased by $98.5m to $816.8m, primarily due to the
impact of the foreign currency translation of US denominated
debt as the Australian dollar weakened offsetting positive cash
generation during the year.
Gearing ratios
Boral’s gearing covenant with its financiers, measured as gross
debt to gross debt plus equity less intangibles, increased to
29%, remaining comfortably within the 60% threshold. Gearing
as measured by net debt to net debt plus equity is broadly in line
with FY2014 at 19%.
In May 2015, the Group refinanced US$200m of US senior
notes. The new notes have expiry dates ranging from May 2025
to March 2030. This has led to an increase in the weighted
average debt maturity to around 4.5 years compared to
3.4 years in FY2014.
In addition, the Group maintained A$500m of committed
undrawn bank debt facilities as a hedge against unforeseen
macro-economic risk throughout FY2015. On 1 July 2015, this
was replaced with a US$400m committed undrawn bank debt
facility, with a maturity date of 1 July 2020.
Financial risk management
The Group is exposed to financial risk in its operations as a
result of fluctuations occurring in interest and 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.
Capital management
On 18 March 2015, Boral announced its intention to commence
an on-market share buy-back program for up to 5% of the
Company’s issued capital, or approximately 39 million shares,
over the next 12 months. As at 30 June 2015, the Company
bought back 18,494,862 shares for total consideration of
$116.0m.
In FY2015 an interim dividend of 8.5 cents per share and a final
dividend of 9.5 cents per share were declared. Both were fully
franked. The Group’s Dividend Reinvestment Plan remains
suspended until further notice.
Boral Limited Annual Report 2015
9
DIVISIONAL
PERFORMANCE
OUR DIVISIONS
PRODUCTS
STRATEGIC DIRECTION
GENERAL RISKS
SPECIFIC CHALLENGES
RESPONSES
BORAL
CONSTRUCTION
MATERIALS
& CEMENT
PROTECT AND STRENGTHEN
LEADING INTEGRATED
POSITIONS. GROW MAJOR
PROJECT CAPABILITY
FOR LONG-TERM VALUE
Health, Safety &
Environment (HSE) Risks
Licence to operate
Injury and accident risks
Environmental damage risk
CONCRETE
QUARRIES
CEMENT
ASPHALT
PLACING
PROPERTY
BRICKS
ROOFING
MASONRY
TIMBER
BORAL
BUILDING
PRODUCTS
BORAL
GYPSUM
PLASTERBOARD
CEILINGS &
ADJACENT
PRODUCTS VIA
50%–OWNED
USG BORAL
BORAL USA
CLADDING
ROOFING
FLY ASH
10
Boral Limited Annual Report 2015
OPTIMISE ASSETS TO
MAXIMISE RETURNS.
FURTHER WORK REQUIRED
TO DELIVER ACCEPTABLE
RETURNS
DELIVER USG BORAL
SYNERGIES. LONG-TERM
GROWTH PLATFORM
LEVERAGING MARKET
GROWTH, INCREASING
PRODUCT PENETRATION,
INNOVATION AND ADJACENT
PRODUCTS
SIGNIFICANT GROWTH
THROUGH MARKET
RECOVERY. PORTFOLIO
REFINEMENT AS CYCLE
STRENGTHENS
Industry & Market Risks
High costs of doing business
Structural changes in demand
Cyclical changes in demand
Political cycles and impact
on infrastructure spend
Competition Risks
New market entrants
Import competition
Technology developments
/ R&D
Business Interruption Risks
Plant failure
Weather impacts
Geopolitical impacts
Industrial action
Foreign Exchange Risks
Cost of inputs
Translation of Boral USA and
Boral Gypsum earnings
Capital equipment transactions
RESPONSES
Formal, bottom-up risk
management process
undertaken twice yearly
HSE operating standards,
policies, procedures and training
with Board committee to review
and monitor HSE matters
People strategy to attract, retain
and develop talent with deep
industry experience
Business continuity planning
US net assets matched with
USD debt to hedge against
USD fluctuations
Fix, Execute, Transform
to deliver strong earnings,
balance sheet and growth
High costs of manufacturing in Australia, eg. cement
Increased imports and reduced cement manufacturing by ceasing
versus lower cost imports
clinker production at Waurn Ponds (from April 2013) and closing
Managing lag between major resource projects
slowing and new major road projects
Maldon kiln (Dec 2014)
Strengthening contracting and major projects capability
Excess capacity in softer markets eg. asphalt in
Strengthening Boral’s leading resource positions including the new
regional Qld
Difficult pricing environment in some markets
Unlawful secondary boycotts by CFMEU in
Melbourne continuing
Peppertree Quarry supplying the greater Sydney market
Ongoing cost reduction programs, regionally focused price strategies and
integrated business structures to drive competitive advantage
Legal action against CFMEU conduct in Melbourne and lobbying for change
Safely managing 1,500 Company-owned heavy
Heavy vehicle and technology improvements, driver behaviour training eg.
vehicles and 1,000 contracted fleet vehicles
Imarda i360 to monitor speed & fatigue and rollover limitation technologies
Maintaining community support for operations
Enhanced community consultation programs including new Marulan
Risk of new entrants in critical markets
Increasingly complex contracting environments
officers
limestone community awareness campaign, and in-house community liaison
Sold Landfill business to TPI while retaining ongoing earnings stream
Regional environmental management experts employed
High input costs and fixed cost assets
Restructured to reduce costs and return to profitability
Division not delivering acceptable returns at peak
Completed East Coast Bricks joint venture with CSR to strengthen viability
of the cycle
of Bricks business (March 2015)
Structural decline in brick demand due to alternative
materials and shift to multi-dwelling construction
Renegotiated hardwood timber supply from Forestry Corporation of NSW to
better align with demand (2014), exited woodchip business and engineered
Reduced Hardwood demand due to imports and low
flooring production at Murwillumbah (2014)
high-end detached housing and alteration activity
Improving Hardwood operations and working with NSW Government to
Changes in consumer demand with pressure from
manage harvesting costs
imported, composite and substitute products
Reliance on NSW and Victoria housing activity
Reviewing opportunities for WA Bricks
Development of new and expanded product lines
Completing roll-out of new technologies and
Roll-out of Sheetrock® technologies ahead of original plan – introduced into
associated high-performance Sheetrock® products
Australia, Korea, Indonesia and Thailand with good acceptance
Delivering joint venture synergies including price
Regional sales and marketing excellence plans centred on new technology
premiums for Sheetrock® products
Ongoing market challenges in China
Exchange rate impacts on costs and earnings
Pricing pressure through increased competition
roll-out in regional markets
$50m p.a. of synergies within 3 years of technology roll-out remains on track
In China, maintain focus on high-end construction market
US$24m cost reductions delivered in FY2015 to offset higher costs including
and new market entrants in key regional markets
costs to support new technologies and new product portfolio
Long-term regional resource and reserve access
Regionally focused gypsum resource strategies
Slower than expected USA housing recovery
Overcapacity in brick, stone and roofing markets
Strengthening regional and national production
builders
Development of new lightweight products continues and growth in trim
and composite siding products
New products introduced through existing channels
New Versetta line completed in Napa
Brick and stone intensity and share of wall
Severe winter conditions between Feb-Mar 2015
Less favourable housing mix remains, with lower
Focused price strategies and targeted customer incentive programs
US$20m cost reductions and restructuring in FY2015
Working closely with custom builders who are returning to the market as
proportion of single-family housing relative to past
well as production builders, who represent a high proportion of early stages
High fixed cost base of US portfolio needs shift to
activity
more variable cost model
Diversifying Boral’s US markets including exposure to commercial
construction through bricks and stone
Continuing review of bricks business
Strategic deployment of capital and risk-based maintenance scheduling
How we’re responding toRisks and Challenges OUR DIVISIONS
PRODUCTS
STRATEGIC DIRECTION
SPECIFIC CHALLENGES
RESPONSES
BORAL
CONSTRUCTION
MATERIALS
& CEMENT
PROTECT AND STRENGTHEN
LEADING INTEGRATED
POSITIONS. GROW MAJOR
PROJECT CAPABILITY
FOR LONG-TERM VALUE
BORAL
BUILDING
PRODUCTS
OPTIMISE ASSETS TO
MAXIMISE RETURNS.
FURTHER WORK REQUIRED
TO DELIVER ACCEPTABLE
RETURNS
BORAL
GYPSUM
PLASTERBOARD
CEILINGS &
ADJACENT
PRODUCTS VIA
50%–OWNED
USG BORAL
BORAL USA
DELIVER USG BORAL
SYNERGIES. LONG-TERM
GROWTH PLATFORM
LEVERAGING MARKET
GROWTH, INCREASING
PRODUCT PENETRATION,
INNOVATION AND ADJACENT
PRODUCTS
SIGNIFICANT GROWTH
THROUGH MARKET
RECOVERY. PORTFOLIO
REFINEMENT AS CYCLE
STRENGTHENS
CONCRETE
QUARRIES
CEMENT
ASPHALT
PLACING
PROPERTY
BRICKS
ROOFING
MASONRY
TIMBER
CLADDING
ROOFING
FLY ASH
High costs of manufacturing in Australia, eg. cement
versus lower cost imports
Managing lag between major resource projects
slowing and new major road projects
Excess capacity in softer markets eg. asphalt in
regional Qld
Difficult pricing environment in some markets
Unlawful secondary boycotts by CFMEU in
Melbourne continuing
Safely managing 1,500 Company-owned heavy
vehicles and 1,000 contracted fleet vehicles
Maintaining community support for operations
Risk of new entrants in critical markets
Increasingly complex contracting environments
Increased imports and reduced cement manufacturing by ceasing
clinker production at Waurn Ponds (from April 2013) and closing
Maldon kiln (Dec 2014)
Strengthening contracting and major projects capability
Strengthening Boral’s leading resource positions including the new
Peppertree Quarry supplying the greater Sydney market
Ongoing cost reduction programs, regionally focused price strategies and
integrated business structures to drive competitive advantage
Legal action against CFMEU conduct in Melbourne and lobbying for change
Heavy vehicle and technology improvements, driver behaviour training eg.
Imarda i360 to monitor speed & fatigue and rollover limitation technologies
Enhanced community consultation programs including new Marulan
limestone community awareness campaign, and in-house community liaison
officers
Sold Landfill business to TPI while retaining ongoing earnings stream
Regional environmental management experts employed
High input costs and fixed cost assets
Division not delivering acceptable returns at peak
Restructured to reduce costs and return to profitability
Completed East Coast Bricks joint venture with CSR to strengthen viability
of the cycle
of Bricks business (March 2015)
Structural decline in brick demand due to alternative
materials and shift to multi-dwelling construction
Reduced Hardwood demand due to imports and low
high-end detached housing and alteration activity
Changes in consumer demand with pressure from
imported, composite and substitute products
Reliance on NSW and Victoria housing activity
Renegotiated hardwood timber supply from Forestry Corporation of NSW to
better align with demand (2014), exited woodchip business and engineered
flooring production at Murwillumbah (2014)
Improving Hardwood operations and working with NSW Government to
manage harvesting costs
Reviewing opportunities for WA Bricks
Development of new and expanded product lines
Completing roll-out of new technologies and
Roll-out of Sheetrock® technologies ahead of original plan – introduced into
associated high-performance Sheetrock® products
Australia, Korea, Indonesia and Thailand with good acceptance
Delivering joint venture synergies including price
premiums for Sheetrock® products
Ongoing market challenges in China
Exchange rate impacts on costs and earnings
Pricing pressure through increased competition
and new market entrants in key regional markets
Long-term regional resource and reserve access
Regional sales and marketing excellence plans centred on new technology
roll-out in regional markets
US$50m p.a. of synergies within 3 years of technology roll-out remains on track
In China, maintain focus on high-end construction market
US$24m cost reductions delivered in FY2015 to offset higher costs including
costs to support new technologies and new product portfolio
Regionally focused gypsum resource strategies
Slower than expected USA housing recovery
Overcapacity in brick, stone and roofing markets
Strengthening regional and national production
builders
Brick and stone intensity and share of wall
Severe winter conditions between Feb-Mar 2015
Less favourable housing mix remains, with lower
proportion of single-family housing relative to past
High fixed cost base of US portfolio needs shift to
Development of new lightweight products continues and growth in trim
and composite siding products
New products introduced through existing channels
New Versetta line completed in Napa
Focused price strategies and targeted customer incentive programs
US$20m cost reductions and restructuring in FY2015
Working closely with custom builders who are returning to the market as
well as production builders, who represent a high proportion of early stages
activity
more variable cost model
Diversifying Boral’s US markets including exposure to commercial
construction through bricks and stone
Continuing review of bricks business
Strategic deployment of capital and risk-based maintenance scheduling
Boral Limited Annual Report 2015 11
DIVISIONAL
PERFORMANCE
Boral Construction Materials & Cement
Boral Building Products
(A$)
Revenue
EBITDA1
EBIT1
Net assets
ROFE1
Employees
EBIT of $301m was $24m
higher than in FY2014, driven
by higher Property earnings,
increased residential
construction, a strong NSW
market and improvement
initiatives, which offset the
impact of lower volumes from
major roads, infrastructure and
engineering construction
activity and a challenging
pricing environment.
Boral Gypsum
Boral’s full year reported result (A$)
Reported EBIT1/Equity income3
Underlying USG Boral result (A$)
Revenue
EBITDA1
EBIT1
Net assets
ROFE1
Employees
FY2015
$3,091m
$485m
$301m
$2,086m
14.5%
4,803
6%
9%
9%
4%
(A$)
Revenue
EBITDA1
EBIT1
Net assets
ROFE1
5%
Employees2
FY2015
$485m
$50m
$30m
$328m
9.0%
952
–
70%
260%
20%
24%
Revenue
EBIT1
b
3
.
3
$
b
1
.
3
$
m
1
0
3
$
m
7
7
2
$
5
1
Y
F
4
1
Y
F
5
1
Y
F
4
1
Y
F
A significant increase in EBIT
from $8m in the prior year to
$30m in FY2015 was driven by
strong price and volume gains
across all businesses, and
improved operational
performance and production
costs.
Revenue
EBIT1
m
7
8
4
$
m
5
8
4
$
m
0
3
$
m
8
$
4
1
Y
F
5
1
Y
F
4
1
Y
F
5
1
Y
F
FY2015
$49m
FY2015
$1,268m
$201m
$141m
$1,901m
7.4%
2,878
37%
16%
36%
38%
14%
11%
Boral USA
(A$)
Revenue
EBITDA1
EBIT1
Net assets
ROFE1
Employees
FY2015
$839m
$50m
$6m
$827m
0.7%
2,357
23%
24%
2%
Boral USA broke through to
profitability for the first time
since FY2007 with EBIT of
A$6m, up from an EBIT loss of
A$39m in FY2014, reflecting
the ongoing recovery in US
housing activity, and a strong
focus on costs and business
improvement initiatives.
Revenue
m
5
9
6
$
S
U
m
2
2
6
$
S
U
EBIT 1
m
5
$
S
U
)
m
5
3
$
S
U
(
5
1
Y
F
4
1
Y
F
5
1
Y
F
4
1
Y
F
Boral’s reported equity accounted income of $49m represents
our 50% share of post-tax earnings from the USG Boral joint
venture for the full year of FY2015, and compares with $77m for
the FY2014 reported result3. EBIT in the underlying business
increased 38% due to strong price discipline, a larger product
range with the launch of Sheetrock® Brand products and USG
adjacent products, as well as market activity.
1. Excluding significant items.
2. Includes a reduction of 290 employees in the East Coast Bricks business now employed in the Boral CSR Bricks JV.
3. Gypsum consolidated results for the period Jul-13 to Feb-14; post-tax equity accounted income for period Mar-14 to Jun-15.
12
Boral Limited Annual Report 2015
Divisional results at a glance
DIVISIONAL
PERFORMANCE
In FY2015, Australian housing market activity continued to
increase while non-residential, roads, highways and engineering
activity contracted in line with expectation.
In Asia, strengthening or stable economic conditions benefited
most markets, while in the USA, single-family housing
construction continued to improve compared to the prior year,
albeit at rates slower than anticipated.
Asia
Asia accounts for ~8% of Boral’s share of revenue1.
After strong growth last year, more modest levels of growth
occurred in Korea in FY2015. Increased product penetration
supported growth in gypsum demand in Indonesia and
Thailand against a backdrop of steady construction markets.
In China, construction activity remains more subdued than in
previous years including in USG Boral’s high-end markets.
Boral external revenue1 by market
USA non-dwellings
& engineering 3%
Other 6%
USA dwellings
12%
Asia 8%
Australian
non-dwellings 15%
Australian RHS&B 22%
Other Australian
engineering 4%
Australian dwellings
30%
Australia
Roads, highways, subdivisions & bridges (RHS&B) activity
continued to decrease from its FY2012 peak, declining by an
estimated 2% in FY20152. Other engineering activity is also
estimated to have declined in FY2015. In FY2015, ~26% of
Boral’s revenue was derived from Australian RHS&B and
engineering market segments.
Housing activity in Australia drives ~30% of Boral’s total
revenues with ~14% from detached housing, ~7% from
multi-dwellings and the remaining ~9% from alterations &
additions (A&A).
Detached housing starts increased by an estimated 9% in
FY2015 on the prior year, while multi-residential starts
increased 32%3. HIA is estimating housing starts increased to
214,700 in FY20153 which is a historical high, and up from
181,000 in FY2014.
Detached housing starts as a proportion of total starts have
remained at historically low levels at an estimated 53%
compared to the prior 20-year average of 66%.
Australian A&A activity increased by a modest 1% in FY20154
with NSW, Queensland and South Australia strongest.
Non-residential activity underpins ~15% of Boral’s revenue and
was slightly down on the prior period falling 1%4, with strong
growth in NSW and Victoria offset by reduced activity in the
other states.
USA
Total US housing starts increased by 10% to 1.05 million
starts during FY20155. Overall, single-family starts increased by
8%, being up 8% in Boral’s US Brick States and up 9% in
Boral’s US Tile States over the same period5.
Single-family starts as a proportion of total US starts at 64%
remains below the long-term average of 71%.
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 USG Boral joint venture
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. Includes Boral’s 50% share of underlying revenue from USG Boral, which does not appear
in Boral’s consolidated accounts.
2. Based on the average forecasts of Macromonitor and BIS.
3. ABS original housing starts; Jun-15 quarter based on HIA forecasts prepared in Jul-15.
4. ABS value of work done 2012/13 constant prices; average of Macromonitor and
BIS forecasts used for Jun-15 quarter.
5. US Census seasonally adjusted housing starts. 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 2015 13
Market conditions and competition DIVISIONAL
PERFORMANCE
Performance
Revenue
Construction Materials & Cement (CM&C) revenue decreased
by 6% to $3.1b with revenue growth in Concrete offset by lower
revenues from Quarries, Asphalt, Cement and Landfill.
External revenue
Concrete placing 3%
Other 5%
Cement 10%
EBIT1
EBIT increased by 9% to $301m reflecting higher Property
earnings in FY2015. Excluding Property, EBIT of $255m was down
$14m compared to the prior year with higher earnings from
operational and cost improvements in Asphalt, Cement and
Concrete Placing offset by lower earnings in Concrete and Quarries.
Previously announced cost reduction programs continue to be
pursued aggressively in response to changing market conditions
and inflationary cost pressures, and have helped to offset the
impact of lower volumes in FY2015.
Concrete and Quarries
Concrete revenue increased by 3% largely driven by higher
volumes with stronger housing construction activity in the major
capital cities offsetting lower volumes elsewhere, including into
major LNG projects. On a like-for-like basis, prices were flat, with
price increases in NSW metro offsetting price weakness in
regional markets and in Melbourne. Overall, EBIT decreased due
to a shift to lower margin geographic markets.
Quarries external revenue declined by 16% with total volumes
down 2%, especially in SE Queensland, and from reduced pull
through from large road and infrastructure projects in country
regions. Overall, prices were down due to a geographic shift and
a product mix shift, including lower demand from asphalt, with
average selling prices for aggregates down around 2% on a
like-for-like basis.
Asphalt
Revenue declined by 9% as activity in roads and highways
continued to weaken across all major markets, particularly in
Queensland, offset by increased volumes into the Gateway WA
project. Despite lower volumes, strong margin growth was delivered
through the realignment of the Queensland and Victorian businesses,
and improved contracting management and cost controls.
Cement
External revenue declined by 4% to $294m as a result of
changed wholesale supply agreements. Excluding wholesale,
average selling prices for cement were up 1% year-on-year.
Cement EBIT remained strong, reflecting the benefit of
improvement initiatives to Boral Cement’s cost position,
including improved utilisation of manufacturing assets, and
sourcing of lower cost raw materials and energy.
14
Boral Limited Annual Report 2015
Concrete 45%
Asphalt 23%
Quarries 14%
Concrete Placing
Revenue from De Martin & Gasparini was down 8% on lower
volumes, while stronger contracting outcomes and improved
operational efficiencies helped drive a significant turnaround in
profitability.
Landfill
Revenue was slightly lower in FY2015 compared to prior year
following its sale, with earnings since 1 March replaced by a
royalty stream from the new owner, Transpacific Industries (TPI).
Property
Property contributed $46m to EBIT, up from $8m in the prior year.
This included the sale of a 280-hectare parcel of rural land at
Bringelly in NSW contributing $30m and a number of smaller
transactions. With the benefit of carry-forward tax losses, these
sales contributed $44m on an after-tax basis in FY2015.
Outlook
CM&C will be focused on maintaining FY2016 EBIT broadly in
line with FY2015, excluding Property.
Benefits from restructuring and improvement initiatives, together
with continued strength in the Sydney construction market, will
be needed to offset a depressed Queensland construction
market, subdued RHS&B activity more broadly and further
tapering off of LNG major project volumes. While pricing is
challenging, we remain committed to maximising opportunities
to improve price and margin outcomes but this needs to be
balanced against our ability to sustain market share.
Property is expected to contribute in FY2016, but given the
nature of Property earnings which have ranged between $8m
and $46m over the past five years, the level of contribution in
FY2016 is uncertain.
1. Excluding significant items.
Boral Construction Materials & Cement DIVISIONAL
PERFORMANCE
Performance1
Revenue
Boral Building Products revenue was broadly steady at
$485m, reflecting price gains and stronger housing activity in
NSW, Queensland, Victoria and Western Australia, offset by the
absence of two months of East Coast Bricks revenues after the
formation of the Boral CSR Bricks JV on 1 May 2015 as well as
decreased Timber volumes.
EBIT2
Building Products continued its turnaround with a strong $22m
improvement in EBIT to $30m; Bricks and Timber reported
significant gains over the prior year. The result reflects improved
pricing across all products and markets, the benefits of
production volume leverage, and improved operational
performance and costs.
Bricks
Volumes were up 5% with growth in all regions in line with
housing construction activity, particularly in NSW, Queensland
and WA. Nationally, average selling prices increased by 3% on
the prior year with improved pricing outcomes in all states,
particularly in NSW.
Roofing
Overall modest volume growth was achieved over the prior
year driven by increases in Victoria and South Australia, while
volumes in NSW were impacted by competition from substitute
products. Higher average selling prices reflected pricing gains
together with an improved customer and product mix in Victoria.
Timber
Revenue decreased by 3% compared to the prior year with
growth in Softwood revenue partially offsetting a decline in
Hardwood.
Higher Softwood revenues were driven by a 9% rise in average
selling prices, which in part reflected increased sales of
higher-priced structural products. Volumes were impacted by
production constraints and competition from imports,
particularly in the last quarter.
External revenue
Timber 29%
Bricks and
roofing 71%
Volumes in Hardwood decreased 18% reflecting an exit from
the engineered flooring business as well as significant efforts to
reduce excess inventories in the prior year.
For continuing products, volumes were down 4% year-on-year
reflecting subdued demand in the high-end alterations market
and ongoing competitive pressures. Despite this, price rises
were successfully implemented for continuing products with an
increase of 4%. Inventory levels were marginally higher due to
restructuring activity on the NSW south coast. Inventory
reduction remains a priority.
Outlook
Building Products is expected to maintain a similar EBIT in
FY2016 to the reported EBIT for FY2015. Improvement
initiatives should offset the impact of housing activity coming
off its peak and the impact of earnings from Bricks East
moving from 100% consolidated to a 40% post-tax equity
accounted share of earnings from the Boral CSR Bricks JV.
1. Includes 10 months of fully consolidated results from the East Coast Bricks business, and two months of equity accounted (40%) share of post-tax earnings from the Boral CSR Bricks JV from
1 May 2015. Remaining Masonry operations are incorporated into the Bricks business in Western Australia and the Roofing business in other states.
2. Excluding significant items.
Boral Limited Annual Report 2015 15
Boral Building Products DIVISIONAL
PERFORMANCE
Performance
The USG Boral joint venture commenced 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 reported equity accounted income of $49m for
FY2015 representing Boral’s 50% share of the post-tax earnings
of USG Boral. In the prior year Boral Gypsum reported an EBIT
of $67m from 100% consolidated earnings of the gypsum
business for the period to 28 February 2014, and $10m of equity
income after the formation of the JV.
Underlying USG Boral result
The underlying business delivered a strong and improved
performance with increases in board volume and price together
with a significant increase in adjacent (non-board) product sales
driving margin expansion.
In addition, US$24m of restructuring and improvement initiatives
in FY2015 helped to offset integration and inflationary cost
impacts. Plant utilisation averaged 70% in FY2015.
Revenue
Underlying revenue increased by 16% on the prior year to
$1,268m, driven by board volume growth of 2%, an increase in
non-board revenues and higher average prices in Australia,
Korea and Indonesia.
The successful launch of the new higher strength, lighter weight
Sheetrock® brand plasterboard products in Australia, Korea,
Thailand, Indonesia and China is attracting a price premium
above 5% and seeing adoption rates of up to 30% (in ceilings in
Australia) less than a year after launch.
EBIT1
EBIT increased 38% to $141m with margin expansion in all key
regions and strong results from Australia, Korea, Thailand and
Indonesia.
Australia/NZ
Revenue increased by 16% to $432m with strong EBIT
growth. Board volumes were up 11% reflecting increased
housing market activity, particularly in NSW and Victoria, and
average selling prices were up 3%, supported by the
introduction of new Sheetrock® products.
Asia
Revenue increased by 16% to $836m reflecting strong price
gains, including from Sheetrock® technology products, and
significant growth in adjacent (non-board) sales.
External revenue
Other 11%
Indonesia 7%
Thailand 15%
Australia 34%
China 12%
Korea 21%
Korea continued to report strong revenue and margin growth
with prices up 4% and a significant rise in non-board sales.
While market conditions were favourable, volumes were
impacted as a key competitor overcame production supply
constraints, which delivered a short-term volume benefit in the
prior year.
Thailand reported solid earnings and margin growth with
stronger volumes and lower fuel costs. While the political
situation has stabilised, pricing remains challenged in a highly
competitive environment.
Indonesia reported strong revenue and margin growth following
significant price and volume gains. Good price outcomes
following the introduction of Sheetrock® products offset the
impact of slowing economic growth and local currency
weakness.
Sales of non-board products and strong cost management
underpinned results in China where the focus remains on selling
to the high-end market.
The roll-out of Sheetrock® board technology is on track to
remain within the two-year capital expenditure of US$50m.
Synergies of US$50m per annum continue to be expected
within three years of the full technology roll-out.
Outlook
Boral Gypsum is expected to deliver further underlying
performance improvements. Volumes of new Sheetrock®
products should continue to grow and synergies should also
strengthen in FY2016. Synergies are expected to exceed the
cash costs associated with the expanded product portfolio
and technology roll-out this year.
16
Boral Limited Annual Report 2015
1. Excluding significant items.
Boral Gypsum DIVISIONAL
PERFORMANCE
Performance
Revenue
Boral USA revenue increased by 12% on the prior year to
US$695m, with strong growth in Cladding, Roofing and the
Colorado Construction Materials business. Australian dollar
revenue increased by 23% to A$839m.
The business benefited from increased US housing construction
activity across all key geographic regions. While brick and stone
intensity levels per housing start remain broadly steady, housing
growth continues to be skewed towards multi-family activity with
pent-up demand in the single-family segment constrained by
financing, land and labour supply.
EBIT1
EBIT improved by US$40m to a US$5m profit with all
businesses other than Bricks being profitable or close to
break-even. The result was driven by:
•
•
significant volume gains, particularly in Cultured Stone, Trim
and Roofing;
solid price gains in Trim, Roofing, Fly Ash and Construction
Materials;
•
improved production volume leverage; and
• US$20m in cost savings comprising SG&A savings and the
previously announced US$12m of savings from the regional
sales and manufacturing restructuring and consolidation
activities undertaken in June 2014.
Cladding
Revenue from the Cladding business, which includes Bricks,
Cultured Stone and Trim, grew 16% to US$374m.
Bricks revenue increased by 13% to US$246m, driven by an 8%
lift in volumes in line with the broader market, stronger
commercial sales and a 1% rise in average selling prices, with
strong pricing gains in some markets such as Texas. Distribution
revenue from the sale of non-brick products also increased by
20%, particularly in Texas.
Cultured Stone broke through to profitability with a 17%
increase in volumes, 1% higher average selling prices and
operational cost savings. Sales of Versetta and the new second
brand, ProStone, also contributed to the increase in revenue.
Brick and Cultured Stone increased plant utilisation by 3%
each to 52% and 30% respectively, with inventories broadly
unchanged.
External revenue
Fly Ash & Construction
Material 23%
Roofing 23%
Cladding 54%
Boral’s innovative Trim product rose strongly on the back of
continued market penetration and geographical expansion with
an increased number of dealer locations stocking the products.
Volumes rose 58% and average selling prices were up 8%
helped by the new siding product launched in 1Q FY2015,
resulting in a close to break-even result for this small but growing
business.
Roofing
Revenue rose 14% to US$159m. Volumes increased 11% and
average selling prices increased 5%. Higher cement input costs
were offset by cost savings and operating leverage. Concrete
roofing plant utilisation was 28%, up from 24% in the prior year.
Fly Ash and Construction Materials
Combined revenue of US$162m was up 1% with both
businesses increasing in profitability, despite fly ash volumes
being impacted by industry supply constraints. Conditions in the
construction materials market in Denver were favourable with
increased volumes and strong price gains.
Outlook
Boral USA should report a further increase in earnings in
FY2016 on the back of increased housing activity. While the
cost-out program undertaken in FY2015 will not be repeated,
EBIT is expected to lift in line with forecasters’ projected
increase to approximately 1.2 million housing starts in
FY20162.
1. Excluding significant items.
2. Analysts’ average (Dodge, Wells Fargo, NAR, NAHB, Fannie Mae, Freddie Mac, MBA)
between May & July 2015.
Boral Limited Annual Report 2015 17
Boral USA SUSTAINABILITY
OVERVIEW
At Boral we strive to Build Something Great. For Boral’s people
this means a safe, challenging and rewarding workplace. For our
communities this means a socially responsible approach to all
our activities.
Our people
At a glance
Boral employees, FTE
Boral contractors, FTE
JV employees, FTE
JV contractors, FTE
Average length of service
FY2015
FY2014
8,356
~4,400
3,676
~3,000
8,953
~4,000
3,498
~2,600
FY2013
12,610
~6,600
570
n/a
Australia
USA
9.2 years
9.1 years
9.1 years
7.8 years
7.5 years
7.7 years
Women in Boral
Women on the Board
14%
38%
14%
25%
15%
25%
Boral employed 8,356 full-time equivalent (FTE) employees and
approximately 4,400 contractors across our global operations as
at 30 June 2015. The reduction in employees and contractors
over recent years primarily reflects our portfolio restructuring,
including the transfer of Gypsum division employees to the USG
Boral joint venture in FY2014 and the transfer of Australia’s east
coast brick employees to the Boral CSR Bricks joint venture in
FY2015. As at 30 June 2015, we had 3,676 FTE employees
working in our joint venture operations and ~3,000 contractors.
The average length of service of a Boral employee in Australia is
approximately 9.2 years, and in the USA is approximately 7.8
years, which remains broadly consistent with previous years.
Overall, 13% of our workforce has been working for Boral for
more than 20 years.
Although employee turnover in Australia increased from 15% in
FY2014 to 18% in FY2015, and fell in the USA from 18% in
FY2014 to 15% in FY2015, these turnover levels have normalised
following extensive organisational and portfolio restructuring in
FY2013. Employee turnover excludes the transfer of employees
to the Boral CSR Bricks joint venture.
Diversity
Diversity continues to be an important area of focus for Boral.
Following the formation of Boral’s Diversity Council in FY2014, a
detailed review of Boral’s diversity strategy was completed this
year together and with an implementation plan to deliver
long-term improved diversity outcomes across Boral. The plan
includes a refreshed framework with six strategic elements of
leadership, communication and education, system and process
design, gender equality and pay equity, generational diversity
and indigenous relations. The Board has set measurable
objectives against these elements, with the Boral Diversity
Council responsible for the implementation of key initiatives to
deliver targeted outcomes.
In terms of gender diversity, Boral has a good representation of
women at senior levels with three of eight (38%) Directors of the
Board being women, and three positions on our Executive
Committee management team of 13 (23%) held by women,
namely the Chief Financial Officer, Group Communications &
Investor Relations Director and Group Human Resources
Director. Increasing the representation of women throughout
Boral’s operations is an important objective. Women also
occupy 13% of Boral’s management positions.
Women represent 14% of Boral’s employees at 30 June 2015,
which is consistent with last year. The proportion of female
employees varies significantly by occupation. Women occupy
69% of clerical positions, 33% of sales positions and 33% of
professional positions. In contrast, men account for 95% of
Boral’s trade, machinery operator and transport roles. There is a
higher than average proportion of women than men amongst
employees under the age of 50 and a lower than average
proportion of women over the age of 50.
With a number of recruitment and retention strategies in place to
increase Indigenous employment, we are proud of the continued
high level of retention of Indigenous employees of over 90%
across Boral’s Australian operations.
For more information on Diversity refer to pages 37-39.
Age profile of employees (years)
Length of service of employees (years)
Employees by occupation
<20
20-29
30-39
40-49
50-59
60+
0-5
6-10
11-15
16-20
21+
Executives
Managers
Professionals
Sales
Clerical & admin
Technicians & trade
Operators & drivers
0%
Male
10%
Female
20%
30%
0%
Male
20%
Female
40%
60%
0%
20%
40%
60%
Male
Female
18
Boral Limited Annual Report 2015
Sustainability Overview People development and leadership
Our aim is to have an engaged workforce of employees with the
skills and capabilities to develop their careers and perform their
roles effectively.
Formal processes such as our talent and capability identification
and assessment, development pathways and the performance
review process help to provide a structured and supportive
approach to employee development. The performance review
process identifies and communicates performance expectations
and establishes a plan to help employees reach their highest
potential.
The Skilled4Action training program, developed in FY2014,
continues to provide employees and managers with learning and
capability building in areas such as safety, people engagement,
the Boral Production System, sales and marketing excellence,
and innovation. In FY2015, more than 200 employees completed
Certificate II, III or IV or Diploma qualifications through Boral’s
Australian Registered Training Organisation in disciplines such as
Surface Extraction Operations, Civil Construction and
Manufactured Mineral Products. Approximately 3% of Boral’s
Australian workforce is currently enrolled to complete
qualifications such as Diplomas, Certificate II, III or IV or
certificates of attainment through the Registered Training
Organisation. These programs supported by on-the-job and local
initiatives help to ensure that our people have the skills to deliver
our plans and objectives.
In FY2015, we delivered a range of leadership programs
including the Future Leaders Program developed in partnership
with the Australian Graduate School of Management. To further
develop leaders with the capability to effectively engage our
people and drive a performance culture, we have established
programs to learn from experienced leaders through interaction
and conversation, placements, mentoring and coaching. Boral’s
Learn from Leaders series saw employees from across Boral
participating in lunches with the CEO, the Board and key
executives, as well as Diversity in Leadership Forums and safety
interventions, which all provide learning opportunities and
access to our senior leadership team.
Boral’s approach to leadership development is set out below:
Health, safety and environment
Our goal is Zero Harm to our people and the environment. While
Boral’s performance continues to trend positively and compares
well across industry benchmarks, our strategy and plans are
based on further improving our performance towards that goal.
Strategy
In FY2014 we established a group strategy for managing health,
safety and environment (HSE) to embed relevant activities within
our operations in order to achieve our goal of Zero Harm.
Our strategy incorporates 20 improvement programs within five
focus areas across the themes of people, systems, and
products, plant and equipment. 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.
Considerable progress was made in implementing our strategy
in FY2015. Consistent with Boral’s Fix, Execute, Transform
program, our focus this year has been on delivering programs
that will provide the essential foundation for more ambitious
change programs from FY2016 and beyond.
Boral Limited Annual Report 2015 19
A more engaged and empowered workplaceOur results from the McKinsey Organisational Health Survey show a substantial improvement across several key areas since our previous survey in 2013. Benchmarked against a global database of over 1,500 companies, employees from Boral’s Construction Materials & Cement division rated improvements in the areas of strategic direction, employee motivation, accountability, culture and climate, innovation and learning, and our external orientation. Overall, the division moved into the second quartile of all organisations surveyed with a score of 70/100 in 2015, up from being a third quartile organisation with a score of 59/100 in 2013. As a result, managers report that they know where to focus organisational efforts while employee-initiated turnover has decreased from 13% to 10%. SUSTAINABILITY
OVERVIEW
A summary of our plan and our key achievements in FY2015 is set out below:
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 and responsibilities
• Consequence management
SYSTEMS
Objective 3 – Fit-for-purpose systems
• Contractor safety
• Learning management system
• Serious harm prevention
•
• 1Boral SMS review
• Self insurance
Incident management system
Leadership development activity underway with various initiatives
deployed to cascade and embed Zero Harm within the business
Use of Skilled4Action training modules for front line managers in HSE
related systems, including risk assessment, toolbox sessions and LEAN
production
Roll-out of human error reduction program, including development of
in-house training resources across Boral Building Products (BBP) and some
parts of Boral’s Construction Materials & Cement (CM&C)
HSE related roles and responsibilities clearly defined
Continued focus on practical deployment of LEAN skills, including early
adoption of LEAN safety principles
Safety Absolutes program launched across CM&C
Pilot of a contractor safety service completed in CM&C
Roll-out of Boral’s new learning management system, My Learning Space,
commenced in Asphalt operations
Serious harm prevention program commenced with enhanced reporting,
communication and review of controls for high risk activities
New HSE incident management system implemented, with further
functionality to be added in FY2016
Comprehensive review of safety, health, environment and quality
management system
Move to Retro Paid Loss workers compensation scheme in NSW and
upgrade of self insurance program in South Australia to meet new legislative
requirements
PRODUCTS, PLANT AND EQUIPMENT
Objective 4 – Sustainable solutions
• Lifecycle analysis and environmental
Comprehensive review of occupational health and hygiene systems and
product disclosures
• Occupational health and hygiene
• Chemical management
improved management of dust and noise exposures within CM&C
Working with customers and other stakeholders to reduce lifecycle
impacts of Boral’s products eg. through the introduction of ENVISIA
concrete
Objective 5 – Fit-for-purpose plant and equipment
• Energy efficiency
• Driver safety
• Plant and equipment procurement
• Product Council support
Improved driver safety for our heavy vehicle fleet including vehicle stability
systems, driver aids and improved driver training
Energy efficiency improvements targeted using LEAN principles
20
Boral Limited Annual Report 2015
Work health and safety
Performance
Our safety performance measures continue to trend positively
with some good safety outcomes delivered in Boral’s businesses
in FY2015. Boral’s safety outcomes continue to compare well
against industry benchmarks.
Boral has been fatality-free since December 2013 which is the
longest fatality-free period since 2002. We are working hard to
ensure that this continues.
Recordable Injury Frequency Rate (RIFR), which includes both
Medical Treatment Injury Frequency Rate (MTIFR) and Lost Time
Injury Frequency Rate (LTIFR) for employees and contractors
per million hours worked, is Boral’s preferred indicator of safety
performance. Separately reporting MTIFR and LTIFR is not
always a clear or helpful indicator of injury severity and business
impact.
During FY2015, our RIFR reduced from 13.6 in FY2014 to 12.1
on a like-for-like basis which is an improvement of 11%. Our
LTIFR improved from 1.9 in FY2014 to 1.8 in FY2015, an
improvement of 5%.
Employee and contractor injury rates
26.2
23.8
22.7
21.4
19.0
17.4
LTIFR
MTIFR
13.6
12.1
23.0
21.8
20.5
19.4
17.2
15.5
11.7
10.3
)
s
r
u
o
h
n
o
i
l
l
i
m
r
e
p
s
e
i
r
u
n
j
I
(
R
F
R
I
3.2
FY08
2.0
FY09
2.2
FY10
2.0
FY11
1.8
FY12
1.9
FY13
1.9
FY14
1.8
FY15
The safety performance outcomes for the majority of Boral’s
divisions showed year-on-year improvement on the basis of
recordable injury rates. Boral’s USA division reported a slight
increase in RIFR for the year but remains well below the Group
average and historical levels. The divisional results are set out
below:
In addition to these lagging measures of safety performance, we
monitor and record a number of other measures to help us
understand our safety performance. These measures of
performance are also trending positively:
• Percentage Hours Lost2, a measure of injury severity, has
reduced to 0.03 in FY2015, a 40% improvement on the prior
year and a 36% improvement over the average of the prior
three years. An improvement in this measure indicates that
when lost time injuries occur, they are less serious, or our
return to work programs are more effective in helping our
people recover, or both.
• The Hours Away on Restricted or Transfer (HART)2 rate is a
broader measure of the impact of injuries. This measure
also improved in FY2015, reducing by 20%, again showing
that when injuries do occur, the impact to our people and
the business is less severe.
• Near Miss (or Near Hit) events are those incidents which
could, in slightly different circumstances, result in injury.
The rate of reporting increased again across Boral in
FY2015, which we regard as a positive trend reflecting
greater maturity in our safety journey.
We are also increasingly monitoring leading indicators of safety
including hazard reporting and corrective action management.
We intend to increase reporting of these measures across our
operations, on the back of upgrades to our HSE reporting
systems.
While our long-term goal remains Zero Harm and we have an
unwavering belief that all injuries are preventable, we remain
focused on preventing events that result in or could result in
fatalities or life-changing injuries. We are also focused on
reducing the less serious injuries that predominantly drive our
safety performance measures, for example sprains and strains,
slips and trips and minor cuts and bruising.
Injury analysis
Injury analysis assists in the development of corrective action
plans, training and process redesign. In Australia, our systems
allow us to analyse our injury experience in further detail for our
fully owned businesses.
Of all injuries reported in FY2015, 9% required no treatment, 58%
required first aid only, 29% required medical treatment without
lost time, and 5% resulted in lost time.
Australian injury analysis
Recordable Injury
Frequency Rate (RIFR)
Boral Construction
Materials & Cement
Boral USA
Boral Building Products
Boral Gypsum1
Boral Corporate
Boral total1
FY2015
FY2014
Improvement
100%
18.7
6.1
16.4
3.0
0
21.5
5.7
18.8
4.1
0
12.1
13.6
13%
(7%)
13%
27%
–
11%
80%
60%
40%
20%
0%
1. Includes data from 100% owned Boral Gypsum through to 28 February 2014 and then data
from the USG Boral joint venture from 1 March 2014.
2. For Boral’s fully owned businesses only.
Lost time injury
Medical treatment injury
First aid injury
No treatment
Total
Employees
Contractors
Boral Limited Annual Report 2015 21
SUSTAINABILITY
OVERVIEW
Mechanism of injury – describing the action, exposure or event
that led to an injury
Fall from height 3%
Vehicle accident 2%
Muscular stress 13%
Fall on same
level 15%
Other 31%
Hit object with
body part 15%
Hit by moving
object 21%
Our efforts in recent years to reduce the number of muscular-
stress injuries arising from manual handling-related activities
have been largely successful with injuries from muscular stress
falling to 13% of reported injuries in FY2015 from 36% two years
ago. Injuries from being hit by a moving object rose slightly while
injuries from hitting an object fell slightly, and falls on the same
level were unchanged from FY2014.
The relative contribution of injuries in the ‘Other’ category rose.
This category includes injury mechanisms that are unspecified
such as muscular injuries developing over time rather than from
a defined event. We continue to focus our efforts on accurate
reporting to provide better clarity on these situations. In FY2015
we have also been able to capture potentially high consequence
injuries due to falls from heights (3% of injuries) and vehicle
accidents (2% of injuries).
This year, contractors were more likely to be hit by a moving
object or sustain a fall on same level than employees, however
were less likely to sustain a muscular stress injury or an injury in
the other or unspecified/unknown category. These differences
are likely to be a function of the activities undertaken by
contractors. We continue to encourage consistent reporting of
injuries between both employees and contractors but note that
contractors appear to be less likely to let low severity injuries
impair their work practices.
1. Based on Safe Work Australia’s definition of Lost Time Injury Frequency Rate using injuries
that resulted in five or more days lost time from work. The latest industry data is provisional
for the period FY2013. Boral data is for Australia only for comparative purposes for FY2015.
Source: Safe Work Australia data 2012-13
22
Boral Limited Annual Report 2015
Boral’s safety performance stacks up wellBoral has around 6,200 employees and 4,300 contractors in Australia in our Construction Materials & Cement and Building Products divisions. And with a significant fleet of 3,000 Company-owned and contracted heavy vehicles transporting Boral products and materials, Boral is one of Australia’s largest transport managers. Heavy vehicle transport comes with risks, but we are very good at managing those risks through engineering and compliance management. We train our people in the correct use of equipment and to be aware of behavioural triggers that contribute to critical errors and unsafe behaviour. We adopt new ideas from employees and contractors – ideas that help them and others to be safe. We work with suppliers, regulators, contractors and industry groups to innovate, share knowledge and implement the safest standards. And we have the support of the unions that represent our employees and contractors to deliver continuous improvements to our safety management systems. However, statistically at least, transport is a relatively hazardous business. Since 2007, there have been four fatalities associated with Boral activities in Australia – all involving contractors in transport related accidents. Fortunately, there has not been a fatality in Boral’s operations in Australia or overseas since 2013, and while Boral’s long-term safety performance in relation to truck-related work fatalities is significantly less than the national average, this does not mean we have a perfect record in this area. It simply confirms our commitment to making our transport operations even safer and continuing to strive for Zero Harm across all of our workplaces.Beyond transport, Boral pours concrete and lays asphalt across major projects and construction sites around the country. And with over 100 quarries and 400 manufacturing operations producing cement, concrete, asphalt, bricks, roof tiles, and timber products Boral’s safety performance can also be benchmarked with the construction and manufacturing sectors. Latest figures published by Safe Work Australia show the average injury rate across the Construction industry in Australia to be 8.4 injuries1 for every million hours worked. This compares with Boral’s injury rate in Australia for FY2015, measured on the same basis, of 1.2. Boral’s safety performance stacks up well. The broader industries in which Boral operates experience lost time accidents seven to eight times more frequently than Boral’s employees and contractors.10.7Boral’s relative performance to Australian industryaverage lost time injuries1 9.48.45.01.210.1Per million hoursAgricultureForestryTransport, Postal,WarehousingManufacturingConstructionMiningBoral Australia cement kiln at Maldon was closed and reductions in FY2014
reflect the ceasing of clinker manufacturing at the Waurn Ponds
cement kiln in Victoria in the prior year.
We continue to look for ways to reduce emissions from our
ongoing operations. In late 2014 Boral Cement was awarded a
$4 million grant to install technology at its operations at Berrima,
NSW to use waste derived fuels sourced from general waste
streams in addition to black coal, which will result in an
estimated 90,000 t CO2-e reduction in annual emissions when
fully implemented in FY2016.
Boral’s Australian GHG emissions
Other 3%
Diesel & Liquid
Fuels 11%
Calcination 37%
Natural
gas 11%
Coal 19%
Electricity 19%
Australian climate and carbon policy
Obligations under the carbon pricing scheme for FY2014 needed
to be met in FY2015 despite the legislation being repealed by the
Federal Government on 17 July 2014. In addition to the one million
unit interim liability for FY2014 which was met in June 2014, a final
FY2014 liability of 0.5 million carbon units for FY2014 was due in
January 2015 and met by a mix of Carbon Credit Units generated
from our Landfill operations (which Boral divested on 28 February
2015), carbon units issued to Boral as part of the Jobs and
Competitiveness Program, and directly purchased and
surrendered carbon units.
Boral is investigating the potential ways that we may access funds
from the Federal Government’s Emissions Reduction Fund to
apply towards improving the energy efficiency of our operations.
Environment
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:
efficient use of energy;
conservation of water;
–
–
– minimisation and recycling of waste production
–
–
materials and energy;
prevention of pollution; and
effective use of virgin and recovered resources and
supplemental materials;
•
open, constructive engagement with communities
surrounding our operations; and
• 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.
Greenhouse gas emissions and energy use
GHG emissions
(million t CO2-e)
Australia
USA
Asia
Total
FY2015 FY2014 FY2013 FY2012 FY2011
1
2.2
0.2
0.2
2.6
2.5
0.2
0.5
3.2
2.7
0.2
0.5
3.4
2.9
0.2
0.4
3.5
3.0
0.2
0.4
3.6
In FY2015, greenhouse gas (GHG) emissions from Boral’s fully
owned businesses in Australia and the USA together with our
50% share of emissions from USG Boral totalled 2.6 million
tonnes of carbon dioxide equivalent (CO2-e), which was 7% lower
than in FY2014 on a like-for-like basis2. Emissions from Australian
operations were down 10%, the US operations up 7%, and Asian
operations up 2% on the prior year.
Boral’s overall energy use in FY2015 was 22 petajoules from
businesses, down 5% on FY2014 on a like-for-like basis2.
Australian operations energy consumption was down 9%, the US
operations up 6%, and Asian operations up 1% on the prior year.
Changes in GHG emissions and energy consumption in FY2015
were driven largely by changes in Boral’s business portfolio and
activity in various markets. For example, in FY2015 the specialty
1. FY2015 figures are Boral’s 50% share of emissions and energy from the USG Boral joint venture.
2. Prior year figures are adjusted for Boral’s 50% share of USG Boral operations.
Boral Limited Annual Report 2015 23
Collaborating on game-changing technologiesBoral has signed an agreement with technology startup Mineral Carbonation International (MCi) to explore the early stages of commercialisation of an Australian-developed technology which aims to reduce carbon emissions by storing CO2 in solid products for the building industry.This collaboration, involving Boral’s Innovation team, MCi’s researchers and chemical engineers from the University of Newcastle and Orica, will be conducted over an initial two year period. The project has the potential to reduce the cost of cement-based products and associated carbon emissions, opening the long-term possibility of carbon-neutral construction products. – MCi is funded by the NSW and Federal Governments and Orica Ltd. SUSTAINABILITY
OVERVIEW
Infringements
Number
Fines
FY2015
FY2014 FY2013 FY2012 FY2011
3
15
7
7
5
$11,658
$38,849 $31,960
$10,750 $12,473
Undertakings
$100,000
Following changes to the regulatory environment in FY2014,
which saw an increase in infringement notices and penalties, our
performance has substantially improved with fewer
infringements in FY2015. This follows the successful roll-out of
programs to improve our on the ground compliance as well as
our interactions with regulators in Australia.
During FY2015, Boral incurred three penalties related to
environmental contraventions in Australia and the USA resulting in
$11,658 in fines. In Australia, we incurred penalties for exceeding
stack emissions at an asphalt plant (self-reported) and for rubbish
being displaced on a windy day at our Landfill operations in
Melbourne. In the USA we incurred a fine for understating the
volatiles content of a raw material (self-reported). There were no
penalty infringements across our Asian operations.
In addition, at the time of publication, we were involved in a legal
proceeding in relation to aggregate allegedly being washed into
water courses at Narangba Quarry, Queensland, which has yet to
be resolved.
Boral Timber
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.
Biodiversity and heritage
Boral has a long history of protecting Australia’s biodiversity both
directly as well as through our association with community
partners with programs aimed at biodiversity, conservation and
education, for example Conservation Volunteers Australia and
Taronga Conservation Society.
Examples of our biodiversity projects in the communities in
which we operate include:
• At our former Calsil Brick Works site at Kurnell NSW,
rehabilitation efforts focused on the nationally endangered
Green and Golden Bell Frog, and establishing vegetation
consistent with the neighbouring endangered Kurnell Dune
Forest.
• The ongoing supply of koala fodder from our plantations at
our Narangba and Petrie quarries in Queensland which
commenced in 2002.
24
Boral Limited Annual Report 2015
• Supporting the Safehaven Wombat refuge facility at Mt
Larcom, outside of Gladstone, Queensland. Safehaven has
been able to expand its facility to include a breeding and
research program for the critically endangered Northern
Hairy-Nosed Wombat.
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 partner with community organisations that can make a valued
and sustained contribution to the communities in which we
operate, focusing on building meaningful long-term relationships
that deliver value to both Boral and our partners. In FY2015, Boral
contributed approximately $820,000 of cash to its key community
partnerships and other corporate community support initiatives.
In addition, approximately $54,000 of materials in-kind support
was provided to partners such as Habitat for Humanity,
Conservation Volunteers Australia, Touched by Olivia and
HomeAid to assist with their building projects.
In addition to our corporate community partnerships, Boral’s
businesses and employees 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.
Anzac Centenary Public Fund
Anzac Centenary commemoration events commenced across
Australia in 2014 to coincide with the 100 year passing of the
start of World War 1, and will continue through to 2018. Boral is
supporting the Anzac Centenary Public Fund by providing cash
donations for a range of significant initiatives and projects across
the country associated with the Anzac Centenary, in addition to
the donation of materials where appropriate.
Bangarra Dance Theatre
Boral has sponsored Bangarra, one of Australia’s leading
performing arts companies, since 2003. As Bangarra’s
Production Partner, Boral employees, customers and suppliers
Rehabilitation of Kurnell Dune Forest helps the endangered Green and Golden Bell FrogThe NSW Department of Primary Industries has recognised the excellence of Boral’s site planning, together with the environmental benefits of sensitive landscaping and the creation of a thriving wetland at our former Calsil Brick Works site at Kurnell, NSW. The Department commented that “Boral’s investment in site rehabilitation and landscape strategies delivered an outstanding and visually striking environmental legacy that reflects well on the Company’s performance as a lessee of Crown land.” The regeneration of the wetland also helps support the re-establishment of the nationally endangered Green and Golden Bell Frog. attended Bangarra performances during the year, as well as a
special performance for the second annual Corroboree Sydney
and Bangarra’s 25th year celebrations, and a dance workshop
at Bangarra’s Sydney Wharf studio for Boral families.
Boral’s sponsorship funding also contributed towards the
employment and support of four trainee dancers at Bangarra
during FY2015.
Redkite
Boral has been a Supporting Partner of Redkite’s Financial
Assistance Program, the most accessed area of support that
the organisation provides, since 2012. Through this program,
families of 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.
Conservation Volunteers Australia (CVA)
Boral has partnered with CVA since 1988, making this our
longest-standing community partnership. In FY2015 Boral and
CVA launched the Connected Communities program, targeting
45 schools and communities relevant to Boral’s operational
footprint across Australia. The program aims to assist in
educating and inspiring youth to take action for the future of their
environment, with the help of CVA volunteers. In FY2015
schools, local parks and reserves from every state and territory
in Australia received assistance to undertake practical
conservation and biodiversity projects through the partnership.
Habitat for Humanity
Boral’s newest community partnership is with Habitat for
Humanity Australia; a not-for-profit organisation which provides
housing for families living in poverty. As the Building Community
Resilience partner, we are supporting disaster resilience projects
in the Quang Nam province in Vietnam and an urban slum
upgrade in the Jogyakarta region in Indonesia.
Employee engagement is an important part of our partnership.
During FY2015 more than 30 participants from USG Boral
Vietnam helped build a home for a family in need. In Australia,
Boral and USG Boral have donated in-kind building and
construction materials to help build homes in regional Victoria
and Western Australia.
HomeAid
Boral has supported HomeAid, a not-for-profit provider of
housing for homeless families and individuals in the USA, since
2006. In addition to annual cash donations, in FY2015 Boral
donated goods and gifts for HomeAid Atlanta’s annual
Essentials Drive for babies and Christmas Giving Tree for
individuals in transitional housing.
Boral also donated in-kind materials for some of HomeAid’s
housing and shelter projects this year, including bricks and
mortar for the construction of a new apartment building and
community centre for Rainbow Village, a transitional housing
community for homeless families with children; and concrete
roof tiles for the expansion of the William Fry Drop-in Center for
homeless and at-risk youth.
Outward Bound
This is the fourth year that Boral has contributed to the
Australian Outward Bound Development Fund to assist
disadvantaged youth.
This year’s program was held in June 2015 with 21 Year 9
students from the Southern Highlands and Tablelands region of
NSW attending a seven day leadership program and camp.
Following the program, Boral staff will be mentoring the students
to engage with community service projects.
Boral’s support has assisted more than 187 families across
Australia this year. In addition to the corporate donation, Boral
employees have raised $64,000 in FY2015 through a range of
fundraising actitives.
Taronga Conservation Society
Boral has sponsored Taronga Zoo and Taronga Western Plains
Zoo since 2003, and the Youth at the Zoo (YATZ) program since
2006. Approximately 1,200 teenagers have participated in the
YATZ conservation and education program in that time.
As a Crown Partner of Taronga Zoo, Boral staff can benefit from
free zoo entry and discounted tickets throughout the year. Boral
families have logged more than 1,400 visits in FY2015, while
more than 200 employees and their families attended the Family
Day in October 2014.
Touched by Olivia Foundation
Boral supports the Touched by Olivia Foundation to create
vibrant playgrounds catering for children of varying abilities and
ages. These assist children with special needs and their families
to integrate more fully into the community. In FY2015, Boral’s
support included in-kind materials donations for two inclusive
playgrounds in Victoria: Livvi’s Place Casey, which will open to
the public in September 2015, and Livvi’s Place Ballarat,
scheduled to open in December 2015.
University of New South Wales
In FY2015 Boral contributed a cash donation to assist in building
the new, state-of-the-art Materials Science and Engineering
Building at the University of New South Wales.
Boral Limited Annual Report 2015 25
Mike Kane
Chief Executive Officer &
Managing Director
Joseph 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.
David Mariner
Executive General
Manager, Boral Building
Products
Joined in 2010 and was
previously Chief Operating
Officer for the Boral USA
Cladding Division. Prior to
joining Boral, David held a
variety of management roles
with Holcim, Daimler Chrysler
and Detroit Diesel. He has a
Civil Engineering degree and
an MBA.
Ross Harper
Executive General
Manager, Boral Cement
Dominic Millgate
Company Secretary
Kylie FitzGerald
Group Communications
& Investor Relations
Director
Linda Coates
Group Human
Resources Director
Joined in January 2006 and held
senior roles in Boral’s Cement
division. Ross has over 30 years’
experience with industrial process
industries including the energy, pulp
and paper and building material
sectors. He holds a Doctorate
in Chemistry and completed
the Executive Management
Programme at the University of
Michigan, Ann Arbor.
Joined in 2010 and was previously
Boral’s Assistant Company
Secretary. Prior to joining 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.
Al Borm
President and CEO,
Boral Industries Inc
Frederic de Rougemont
CEO, USG Boral
Joined in 2010 and was
previously President, Boral
Roofing USA. Prior to joining
Boral, Al 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 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
Chartered Accountants Australia
and New Zealand.
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. Prior
to joining Boral, Frederic held
senior roles with Lafarge in
South Africa and South Korea,
as well as research roles in
France and the USA. He has
a PhD in Physical Sciences.
Since 28 February 2014
on formation of USG Boral,
Frederic has been employed
by the USG Boral Building
Products joint venture.
Rosaline Ng
Chief Financial Officer
Damien Sullivan
Group General Counsel
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.
Matt Coren
Group Strategy and
M&A Director
Michael Wilson
Group Health, Safety and
Environment Director
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 the
Environment Department. Michael
has an Applied Science degree
and a Master of Environmental
Engineering Science.
26
Boral Limited Annual Report 2015
Executive Committee 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.
Catherine Brenner
Non-executive Director, Age 44
Catherine Brenner joined the
Boral Board in September 2010.
Ms Brenner is a Director of AMP
Limited, Coca-Cola Amatil Limited
and SCEGGS Darlinghurst Limited,
and a Trustee of the Sydney Opera
House Trust. Ms Brenner is also
Chairman of AMP Life Limited and
the National Mutual Life Association
of Australasia. She previously held
directorships including Centennial
Coal Company Limited and the
Australian Brandenburg Orchestra,
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 & Risk Committee and of
the Remuneration & Nomination
Committee.
Bob Every AO
Non-executive Chairman, Age 70
Dr Bob Every AO joined the Boral
Board in September 2007 and
became Chairman of Directors on
1 June 2010. Dr Every is also the
Chairman of Wesfarmers Limited,
a Director of O’Connell Street
Associates Pty Limited, Harry Perkins
Institute of Medical Research and
UNSW Foundation Limited and
a Patron of Redkite. During his
executive career, Dr Every gained
extensive experience internationally
in manufacturing and distribution
industries, he was Managing Director
of Tubemakers of Australia and held
senior executive positions with BHP
Limited before becoming Managing
Director and CEO of OneSteel
Limited. He holds a science degree
(honours), a doctorate of philosophy
(metallurgy), an honorary doctorate
of science from the University of
New South Wales and in 2012, was
appointed an Officer of the Order of
Australia for his distinguished service
to business and to educational,
charitable and cultural organisations.
On 20 May 2015, Boral announced
that Dr Every will be stepping down
from the Board at the conclusion
of Boral’s 2015 AGM to be held on
5 November.
Dr Every is a member of the Audit &
Risk Committee and Remuneration &
Nomination Committee.
Brian Clark
Non-executive Director, Age 66
Dr Brian Clark joined the Boral
Board in May 2007 and will become
the Chairman of Directors at the
conclusion of Boral’s 2015 AGM in
November. 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, and was previously on
the Board of National Australia
Bank and a member of the Merrill
Lynch Australian Advisory Board.
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
Eileen Doyle
Non-executive Director, Age 60
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 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 & Risk
Committee.
Kathryn Fagg
Non-executive Director, Age 54
Kathryn Fagg joined the Boral Board
in September 2014. Ms Fagg is
a Board member of the Reserve
Bank of Australia and a Director of
Incitec Pivot Limited and Djerriwarrh
Investments Limited. She is also
the Chair of the Melbourne Recital
Centre and a Director of Breast
Cancer Network Australia. Ms Fagg
is an experienced senior executive
having worked across a range of
industries in Australia and Asia,
including logistics, manufacturing,
resources, banking and professional
services. She was previously
President of Corporate Development
with the Linfox Logistics Group and
prior to that she held executive roles
at BlueScope Steel and ANZ and
consulted for McKinsey and Co.
She holds a Master of Commerce
in Organisation Behaviour from the
University of New South Wales and
a chemical engineering degree from
the University of Queensland.
Ms Fagg is a member of the
Remuneration & Nomination
Committee and the Health, Safety &
Environment Committee.
Mike Kane
CEO & Managing Director, Age 64
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.
John Marlay
Non-executive Director, Age 66
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 61
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 Chairman of
its Remuneration Committee, and a
Director of the Murdoch Childrens
Research Institute. He was previously
a Director of Centrica plc, a UK listed
company. He brings to the Board
extensive international experience in
markets relevant to Boral including
North America, Asia and 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 &
Risk Committee.
Boral Limited Annual Report 2015 27
Board of Directors CORPORATE
GOVERNANCE
Introduction
This corporate governance statement outlines Boral’s governance
framework. Boral is committed to ensuring that its policies and
practices reflect a high standard of corporate governance.
Throughout FY2015, Boral’s governance arrangements were
consistent with the Corporate Governance Principles and
Recommendations (3rd 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.
This Corporate Governance Statement is current as at 30 June
2015 and has been approved by the Board of Boral Limited.
The Board and its role
Responsibilities of the Board
Directors are accountable to shareholders for the Company’s
performance and governance. 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 and other
senior executives have written agreements in place which set out
their terms of appointment and all executives are to operate in
accordance with Board approved policies and delegated limits of
authority, as set out in Boral’s management guidelines.
The diagram below summarises Boral’s governance framework
and the functions reserved for the Board in accordance with the
Board Charter.
BOARD OF DIRECTORS
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;
• reviewing and approving overall financial goals for the Company;
• guiding the development of the Group’s strategy and monitoring its implementation;
• monitoring business performance 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.
Delegation
and oversight
Recommendations
and reporting
BOARD COMMITTEES
Audit & Risk
Committee
Remuneration &
Nomination Committee
Health, Safety &
Environment Committee
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.
Delegation
and oversight
Accountability
and reporting
COMPANY
SECRETARY
The Company
Secretary plays an
important role in
supporting the
effectiveness of the
Board and its
Committees
CEO & MANAGING
DIRECTOR
i
t
h
g
s
r
e
v
o
d
n
a
n
o
i
t
a
g
e
e
D
l
g
n
i
t
r
o
p
e
r
d
n
a
y
t
i
l
i
b
a
t
n
u
o
c
c
A
SENIOR
MANAGEMENT
Board and Committee Charters and the Company’s Constitution are available on Boral’s website.
28
Boral Limited Annual Report 2015
Corporate Governance Statement
Non-executive Directors spend at least 35 days each year (considerably more in the case of the Chairman) 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 Board visited operations at a number of sites, including Boral’s concrete operations at Chevron’s Wheatstone
LNG Facility in Western Australia and various sites in Queensland. Health, Safety & Environment Committee members also visited
Boral’s transport and logistics site at Prestons, New South Wales.
Composition of the Board
Membership
The accompanying diagram illustrates the current composition
of the Board.
Boral’s Constitution provides that there will be a minimum of
three Directors and a maximum of 12 Directors on the Board.
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.
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.
b E v e r y
a i r m a n
h
C
o
B
Mike Kane
CEO & Managing Dire
Executiv
e
cto
r
Board
Composition
n Clark
n Elect
airm
a
ria
B
h
C
s
r
o
t
c
e
r
i
D
e
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i
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-
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F
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a
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r
i
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B
r
e
n
n
e
r
P
a
ul R
yner
a
N
t
n
Independe
y
John Marla
Eile
e
n
Doyle
Boral Limited Annual Report 2015 29
CORPORATE
GOVERNANCE
Skills and diversity of the Board
Matters relating to Board and Board Committee composition are
considered by the Remuneration & Nomination Committee in
accordance with the framework set out in the Remuneration &
Nomination Committee Charter and through processes
implemented by the Board.
The Board actively seeks to ensure that it has an appropriate
mix of diversity (including gender diversity), skills, experience
and expertise to enable it to discharge its responsibilities
effectively and to be well equipped to assist our Company to
navigate the range of opportunities and challenges we face.
Diversity includes differences that relate to gender, age and
cultural background, as well as differences in background and
life experience, communication styles, interpersonal skills,
education, functional expertise and problem solving skills.
To assist in identifying areas of focus and maintaining an
appropriate and diverse mix in its membership, the Board
utilises a skills matrix which is reviewed by the Board on a
regular basis. It is an important, but not the only, basis of criteria
applying to Board appointments.
The Board skills matrix sets out the mix of skills, experience and
expertise that the Board currently has and is looking to achieve
in its membership. It supports the Company’s overarching
strategy to “Fix, Execute and Transform” the business, as well as
other areas of relevance to the composition of the Board. The
areas addressed in the matrix are as follows:
Board skills matrix –
skills and experience across the Board as a whole support
Boral’s strategy to “Fix, Execute and Transform”
Element
Skills
Leadership
Executive Leadership
Health, Safety & Environment
Portfolio
Strategy / M&A
Financial acumen
Risk management
Global experience
Market and customer knowledge
Innovation
Change and transition
Information technology
People
Organisational sustainability
Remuneration and rewards
Governance
Governance and regulation
Board experience
Each of these areas is currently well represented on the Board.
The Board benefits from the combination of Directors’ individual
skills, experience and expertise in particular areas, as well as the
varying perspectives and insights that arise from the interaction
of Directors with diverse backgrounds.
The Board skills matrix was utilised in the Company’s
appointment of Ms Kathryn Fagg in September 2014, and as
part of the Board’s orderly succession planning process with
Dr Bob Every planning to step down from the Board at the
conclusion of Boral’s 2015 Annual General Meeting.
The skills, experience and expertise of each Director are set out
on page 27 of the Annual Report.
Director independence
The Board has assessed the independence of each of the
non-executive Directors (including the Chairman) in light of their
interests, positions, associations 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;
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;
has not within the last three years been a partner, director or
senior employee of a provider of material professional
services to a Boral company;
has not been within the last three years, in a material
business relationships (ie. as a supplier or customer) with a
Boral company, or an officer of or otherwise associated with
someone with such a relationship;
has no material contractual relationship with a Boral
company other than as a Director;
• does not have close family ties with any person who falls
within any of the categories described above; or
•
has not been a director of Boral for such a period that his or
her independence may have been compromised.
It is considered that none of the interests of Directors (or the
interests of persons with whom Directors have close family ties)
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.
30
Boral Limited Annual Report 2015
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, the Code of Business
Conduct and the Share Trading Policy, site visits to some of
Boral’s key operations and discussions with other Directors.
In FY2015 the induction process for new non-executive Directors
was refreshed and modernised. The new process provides
non-executive Directors with greater exposure to the Company’s
strategy and operations and its governance arrangements
before joining the Board.
The Company also offers ongoing opportunities for Directors to
continue to develop their professional skills.
Tenure
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 length of service of each current Director is set out on
page 27 in the Annual Report, and shows that the Board is well
served with an appropriate and diverse mix of tenure.
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. Dr Every will be stepping
down from the Board as Chairman and Dr Clark will succeed
Dr Every at the conclusion of Boral’s 2015 AGM.
Boral Limited Annual Report 2015 31
CORPORATE
GOVERNANCE
Succession planning
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 re-appointment of Directors is to ensure that the Board possesses
an appropriate range of skills, experience and expertise to enable the Board to carry out its responsibilities most effectively. The
Board is also committed to maintaining gender diversity in its membership. Currently three 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 non-executive Directors meet on a regular basis without management present in a forum intended to allow for open discussion,
including in relation to Board and management performance.
Process
Board review
Explanation
•
•
The appointment of Directors follows a process during which the full Board (with the
assistance of external search consultants) 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 background checks on candidates and assistance
from an external consultant, where appropriate, to identify and assess suitable candidates.
Background checks are conducted before appointing a Director and putting forward to
shareholders a candidate.
• 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.
Remuneration & Nomination
Committee recommendation
•
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.
Appointment
• 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.
Shareholder communications
• When candidates are submitted to shareholders for election or re-election, the Company
includes in the notice of meeting all information in its possession that is material to the decision
whether to elect or re-elect the candidate.
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 through the Chairman, provides advice and support to the Board and is
responsible for all matters to do with the proper functioning of the Board.
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.
32
Boral Limited Annual Report 2015
Board Committees
The qualifications and experience of each Committee member are
set out on page 27 of the Annual Report. Details of the number of
Committee meetings Directors attended during the reporting
period are set out on page 44 in the Directors’ Report.
Audit & Risk Committee
Composition and role
Boral has an Audit & Risk Committee which assists the effective
operation of the Board. In December 2014, the Audit Committee
was renamed the Audit & Risk Committee to better reflect its
continuing responsibility for overseeing risk. The Audit & Risk
Committee comprises only independent non-executive
Directors. Its members are:
Paul Rayner (Chairman)
Eileen Doyle
Catherine Brenner
Bob Every
The Committee met four times during FY2015.
The Audit & Risk 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.
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 & Risk Committee reviews the carrying value of assets,
provisions and other accounting issues. Questionnaires
completed by divisional management are reviewed by the
Committee half yearly.
Both the external and internal auditors attend each scheduled
meeting of the Committee and report to the Committee as
appropriate on the outcome of their audits and the quality of
controls throughout Boral. As part of its agenda, the Audit &
Risk 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 & Risk Committee reports to the full
Board after Committee Meetings. Minutes of Meetings of the
Audit & Risk Committee are included in the papers for the next
full Board Meeting after each Committee Meeting.
Responsibilities in relation to the internal and external audit
Boral’s external auditor is KPMG. At least annually, as occurred
in FY2015, the Audit & Risk Committee reviews the scope of the
external audit and evaluates the quality of the performance, the
effectiveness and the independence of the external auditor.
If circumstances arise where it becomes necessary to replace
the external auditor, the Audit & Risk 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 & Risk Committee monitors procedures to ensure the
rotation of external audit engagement partners every five years
as required by the Corporations Act.
The Audit & Risk 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 47. The Committee’s role in relation to the internal audit
function is discussed on page 36.
Boral Limited Annual Report 2015 33
CORPORATE
GOVERNANCE
Remuneration & Nomination Committee
Composition and role
The Board has a Remuneration & Nomination Committee which
comprises five independent non-executive Directors.
Health, Safety & Environment Committee
Composition and role
The Board has a Health, Safety & Environment Committee which
comprises three independent non-executive Directors.
The members of the Committee are:
The members of the Committee are:
Brian Clark (Chairman)
Eileen Doyle (Chairman)
Bob Every
John Marlay
Catherine Brenner
Kathryn Fagg
The Committee met on four occasions during FY2015.
The Remuneration & Nomination Committee has a formal
Charter which sets out its role and responsibilities, composition,
structure and membership requirements.
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. In 2014 the Remuneration & Nomination Committee
oversaw the search for a new independent non-executive
Director by an external service provider. The Remuneration &
Nomination Committee recommended the final candidate to the
Board for approval, which resulted in the appointment of Kathryn
Fagg, who was elected by shareholders at Boral’s Annual
General Meeting in 2014.
John Marlay
Kathryn Fagg
The Committee met on three occasions during FY2015.
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.
34
Boral Limited Annual Report 2015
Performance evaluation and remuneration
Performance evaluation process
The following table explains the Company’s performance evaluation processes for the Board, Committees, individual Directors and
senior executives.
Board, Committees and Directors
CEO & Managing Director
Senior executives
The Board undertakes an evaluation of
the performance of the Board, its
Committees, individual Directors and the
Chairman 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, its Committees and individual
Directors took place in FY2015 in
accordance with the process
described above.
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.
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.
The CEO & Managing Director annually
reviews the performance of each of Boral’s
senior executives, being members of the
Executive Committee, using criteria
consistent with those used for reviewing
the CEO & Managing Director.
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.
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 took place in
FY2015 in accordance with the process
described above.
An evaluation of the performance of senior
executives of Boral took place in FY2015
in accordance with the process described
above.
Remuneration
Remuneration of non-executive Directors
The remuneration of the non-executive Directors is fixed. The
non-executive Directors do not receive any options, at risk
remuneration or other performance related incentives. Nor are there
any schemes for retirement benefits for non-executive Directors.
The remuneration arrangements for non-executive Directors are
distinct from the arrangements for senior executives.
Remuneration of senior executives
Boral’s remuneration policy and practices for senior executives,
including the CEO & Managing Director, 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 at risk reward;
remuneration be linked to Boral’s performance and the
creation of shareholder value;
at risk 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.
Further information relating to the remuneration of the
non-executive Directors and senior executives is set out
in the Remuneration Report on page 48.
Boral Limited Annual Report 2015 35
CORPORATE
GOVERNANCE
Boral policies and risk framework
Risk identification and management
The Board (through the Audit & Risk 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 seeks assurance 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 Audit and Risk Manager
facilitates a formal bottom-up, organisation-wide risk
management process with the business. Outcomes are shared
with the Audit & Risk 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 & Risk Committee) on the effectiveness of the management
of the material business risks faced by Boral during FY2015. The
Audit & Risk Committee has reviewed the risk management
framework and is satisfied that it continues to be sound.
Boral’s Risk Management Policy is available on Boral’s website.
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 & Risk Committee. The Group Audit
and Risk Manager has a reporting line to the Chief Financial
Officer as well as to the Audit & Risk 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 &
Risk Committee on at least a quarterly basis.
36
Boral Limited Annual Report 2015
Business and sustainability risks
Details regarding our approach to managing business and
sustainability risks are contained in the OFR (pages 2 to 17 of
the Annual Report), Sustainability Overview (pages 18 to 25 of
the Annual Report) and the risks section of the Annual Report at
pages 10 to 11 and 41 to 42. These explain the Company’s
exposure to economic, environmental and social sustainability
risks and how that exposure is managed.
Chief Executive Officer and Chief Financial
Officer declaration
The CEO & Managing Director and the Chief Financial Officer
give a declaration to the Board, before the Board resolves that
the Directors’ Declaration accompanying the full year and half
year financial statements be signed, that in their opinion, the
Company’s financial records have been properly maintained and
the financial reports comply with the appropriate accounting
standards and give a true and fair view of the financial position
and performance of the Company, and that their opinion has
been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
The CEO & Managing Director and the Chief Financial Officer
gave this declaration to the Directors for the full year ended
30 June 2015 and the half year ended 31 December 2014.
Compliance with laws and policies
The Company has adopted policies to monitor 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 believes 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.
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, 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.
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 implementing the strategy for the growth and success of the business.
Diversity at Boral is underpinned by the following principles:
•
•
•
•
recruiting and promoting on merit;
remunerating on a non-discriminatory basis;
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.
Diversity – Measurable objectives for FY2015
Boral’s diversity plan has six strategic elements against which the Board has set measurable objectives for FY2015, as outlined below:
Strategic Element and Objective
Status
Key Outcomes
1 Leadership
1.1 Leadership Engagement: engage
senior leaders to take carriage of
deploying diversity communication,
education
2 Communication & Education
Completed
•
Leadership accountabilities for diversity strategy, plan,
objectives and guiding principles adopted and communicated.
2.1 Communication: develop
Completed
• Communication plan and materials finalised and adopted,
communications engagement
framework and packages to raise
knowledge and understanding of
diversity
In progress
2.2 Education: develop diversity
Completed
educational framework to provide
management with capability to lead
and manage diversity and diverse
teams
Ongoing
including branding and education materials.
•
•
•
Improving employee access to information on the diversity
strategy, status of plan and Diversity Council, including how to
participate in diversity programs.
Framework established with programs for diversity and
unconscious bias developed for deployment.
Increase the representation of women in leadership
development programs with a target of 20% in the next intake
and up to 25% in subsequent intakes.
• 13% of Future Leader program participants in FY2015 were
women in operational leadership roles.
2.3 Networking: establish Women in
Completed
• Women in Leadership Forum series established with 43
Leadership Forum series to provide
networking opportunities for key
leaders, with an emphasis on women
leaders, across Boral
participants; 93% of participants were women in leadership roles.
•
Forums provide opportunities for women leaders to develop
networks, discuss gender issues in leadership and consult with
key leaders on issues of gender and diversity in their
businesses. Forum series is sponsored by the CEO & Managing
Director and is chaired by the Chair of the Diversity Council.
Ongoing
• The forum series is an ongoing initiative with two forums
scheduled for each financial year with a target of 90% of the
30 participants being females in leadership roles.
Boral Limited Annual Report 2015 37
CORPORATE
GOVERNANCE
Diversity – Measurable objectives for FY2015 (continued)
Strategic Element and Objective
Status
Key Outcomes
2.4 Track and Report: develop key
Completed
• Reporting and analysis of workforce by gender, pay levels,
performance indicators to measure,
track and report on change and
progress
selection, retention and promotion trends communicated to
executive teams.
• Results from analysis incorporated into diversity planning and
program development.
2.5 Benchmark: adopt external metric to
Completed
measure and benchmark effectiveness
of diversity strategy
• Benchmarking against ASX Women on Boards Traffic Light
Index higher ranking companies with opportunities for
improvement identified and included in plan.
In progress
•
Long-term partnership with Diversity Council of Australia
leveraged to identify best practice and benchmark the
effectiveness of Boral’s diversity strategy and plan against
external organisations.
3 System and Process Design
3.1 Search and Selection: embed diversity
Completed
• Executive Recruitment Strategy adopted with guiding
principles in standardised recruitment
4 Gender Equality and Equity
4.1 Analysis: complete an analysis of Boral
pay equity at least annually to monitor
pay rates and identify issues
5 Generational Diversity
5.1 Investigate: work/life needs of different
generations to understand needs to
develop programs to lift capability of
managers to effectively lead multi-
generational teams
6
Indigenous Relations
6.1 Indigenous Employment: through
Indigenous Employment strategy
increase the representation of
Indigenous employees in Boral’s
workforce
principles for identification, selection and placement of people
in key executive positions to increase representation of women
in leadership roles.
•
In FY2015, 40% of new hires in senior management and
executive roles were women and 65% of Boral’s intake of
graduates were women working in disciplines such as
engineering, materials sciences and business.
Completed
• Annual gender remuneration gap analysis completed for the
last three financial years.
• Pay equity improving overall in FY2015.
In progress
• An investigation into work/life needs of different generations is
underway.
Completed
•
Integration of Indigenous employment strategy into national
recruitment to increase opportunities for identification,
selection and placement of Indigenous employees.
• 32% of Indigenous employment since FY2013 is through the
national recruitment process, with the balance through the
FY2011 Indigenous Relations and Employment Plan.
38
Boral Limited Annual Report 2015
Proportion of female and male employees at Boral
The table below is a detailed representation of women and men
working in Boral1 as at 30 June 2015:
Role
Board
Executive
Management2
Middle
Management3
Other Roles
Total
Female
Male
Number Percentage Number Percentage
3
31
61
38%
15%
5
178
12%
462
1,088
1,180
14% 6,838
14% 7,478
62%
85%
88%
86%
86%
1. Includes all full time, part time and casual employees of Boral, its wholly owned subsidiaries,
excluding employees in joint ventures and contractors.
2. Executive management includes leadership positions three reporting levels from the CEO &
Managing Director.
3. Middle management includes management and leadership positions four and more reporting
levels from the CEO & Managing Director, excluding supervisor and team leader positions.
4. Other Roles includes key functional support roles such as finance, legal, human resources,
technical, support services and front line employees.
In accordance with the requirements of the Workplace Gender
Equality Act 2012 (Cth), Boral submitted its Workplace Gender
Equality Public Report with the Workplace Gender Equality
Agency. The Report can be viewed at www.wgea.gov.au.
Boral’s Diversity Policy is available on Boral’s website.
For more information regarding People and Diversity see the
Sustainability Overview at pages 18 to 19.
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 rolled out its new
Code of Business Conduct in July 2014.
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 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).
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.
Breaches of the Policy are treated seriously and may lead to
disciplinary action being taken against the executive, including
dismissal.
Trading in Boral shares at any time is of course subject to the
overriding prohibition on trading while in possession of inside
information.
Boral’s Share Trading Policy is available on Boral’s website.
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, the Board 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 continuing to track well against
these guidelines.
The timeframe to allow Directors to build their minimum
shareholding is a necessary reflection of the fact that Directors
are very limited in the opportunities they have to acquire shares,
given their exposure to price sensitive information from time to
time regarding the Company.
Details of Directors’ shareholdings in the Company are set out
on page 45 of this Annual Report.
Boral Limited Annual Report 2015 39
CORPORATE
GOVERNANCE
Continuous 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.
The Company has in place mechanisms designed to ensure compliance with all relevant disclosure laws and ASX Listing Rule
requirements under 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.
Boral’s Continuous Disclosure Policy is available on Boral’s website.
Communications with shareholders
The Company’s policy is to promote effective two-way communication with shareholders and other investors so that they
understand Boral’s business, governance, financial performance and prospects, as well as how to assess relevant information about
Boral and its corporate activities.
Annual reporting
Company announcements
General Meetings
Shareholders may elect to receive annual reports electronically or to receive notifications via email
when reports are available online. Hard copy 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. These documents are also
available for download by mobile devices from Boral’s Investor Relations (IR) App, which is available
for no cost from the App Store or Google Play. 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.
Annual General Meeting
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.
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.
Investor relations
To encourage two-way communication, the Company’s dedicated investor relations team and
share registry can be contacted directly by shareholders by telephone or electronically via email.
The links to these contacts are available on the Boral website at www.boral.com.au.
Boral’s policy on Communications with Shareholders is available on Boral’s website.
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.
40
Boral Limited Annual Report 2015
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 2015:
(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 Group reported a net profit after tax of $257m after
recognising a net significant gain of $8m 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.
(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 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.
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 28 to 40 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.
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.
Boral Limited Annual Report 2015 41
Directors’ Report 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 19 to 24
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.
DIRECTORS’
REPORT
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 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. Further
details regarding our approach to managing health, safety and
environment risks are contained in the OFR and in the
Sustainability Overview on pages 18 to 25 of the Annual Report.
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 shortages of raw material which are critical
to Boral’s ability to manufacture certain products and to meet
market demand, as a result of force majeure type events.
42
Boral Limited Annual Report 2015
(8) Dividends paid or resolved to be paid
Dividends paid to shareholders during the year were:
the final dividend of 8.0 cents per ordinary
share (fully franked at the 30% corporate tax
rate) for the year ended 30 June 2014 was paid
on 26 September 2014
the interim dividend of 8.5 cents per ordinary
share (fully franked at the 30% corporate tax
rate) for FY2015 was paid on 13 March 2015
Total dividend
$m
62.6
66.5
The Directors have resolved to pay a final dividend of 9.5 cents
per ordinary share (fully franked at the 30% corporate tax rate)
for FY2015. The dividend is expected to be paid on
28 September 2015.
(9) Names of Directors
The names of persons who have been Directors of the Company
during or since the end of the year are:
Bob Every
Mike Kane
Catherine Brenner
Brian Clark
Eileen Doyle
Kathryn Fagg
Richard Longes
John Marlay
Paul Rayner
Dr Every, Mr Kane, Ms Brenner, Dr Clark, Dr Doyle, Mr Marlay
and Mr Rayner have been Directors at all times during and since
the end of the year. Ms Fagg was appointed a Director on
15 September 2014 and has been a Director at all times since
that date. Mr Longes was a Director from 1 July 2014 to
6 November 2014, on which date he retired from the Board.
(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
Options
lapsed
during the
year
Shares
issued during
the year as a
result of
exercise of
options
Options
at end
of year
Options
exercisable
Number
Number
Number
Number
Number
Number
06/11/2007
06/11/2014
$6.78
4,112,000
–
(4,112,000)
4,112,000
–
(4,112,000)
–
–
–
–
–
–
The options referred to above were held by 62 individuals.
Boral Limited Annual Report 2015 43
DIRECTORS’
REPORT
(11) Indemnities and insurance for officers
and auditors
During or since the end of the year, Boral has not given any
indemnity to a current or former officer or auditor against a
liability or made any agreement under which an officer
or auditor may be given any indemnity of the kind covered by
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 2015 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 2016. 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.
(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 27 of the Annual Report.
Details for each Director of all directorships of other listed
companies held at any time in the three years before the end
of the financial year (in the case of Richard Longes, as at the
date on which he ceased to be a Director) and the period for
which such directorships have been held are:
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)
Kathryn Fagg
Incitec Pivot Limited from April 2014 (current)
Djerriwarrh Investments Limited from May 2014 (current)
Richard Longes
Austbrokers Holdings Limited from November 2005 (current)
Metcash Limited from April 2005 to August 2012
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
Qantas Airways Limited from July 2008 (current)
Treasury Wine Estates Limited from May 2011 (current)
Centrica plc from September 2004 to 31 December 2014
(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 & Risk
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
Kathryn Fagg
Mike Kane
Richard Longes
John Marlay
Paul Rayner
10
10
10
10
8
10
4
10
10
44
Boral Limited Annual Report 2015
10
10
10
10
8
10
4
10
10
4
–
4
4
–
–
1
–
4
4
–
4
4
–
–
1
–
4
4
4
–
4
3
–
–
4
–
4
4
–
4
3
–
–
4
–
–
–
3
1
2
–
–
3
–
–
–
3
1
2
–
–
3
–
(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
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 (in the case of Richard Longes, as at the date
on which he ceased to be a Director):
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;
• 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;
Catherine Brenner
Brian Clark
Eileen Doyle
Bob Every
Kathryn Fagg
Mike Kane b
Richard Longes
John Marlay
Paul Rayner
Shares
15,371
71,558
15,076
65,605
26,586
10,233
29,039
25,101
48,326
Non-executive
Directors’
a
Share Plan
•
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
5,329
–
4,616
–
–
10,144
–
1,790
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).
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 Director of the Company:
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 FY2015.
b Mike Kane holds Share Acquisition Rights (SARs) under
Boral’s Equity Incentive Plan, details of which are set out in
the Remuneration Report on pages 48 to 64.
Boral Limited Annual Report 2015 45
DIRECTORS’
REPORT
(16) No officers are former auditors
No officer of the Company has been a partner in an audit firm,
or a Director of an audit company, that is an auditor of the
Company during the year or was such a partner or Director at
a time when the audit firm or the audit company undertook an
audit of the Company.
(17) Non-Audit Services
Amounts paid or payable to Boral’s auditor, KPMG, for non-audit
services provided during the year by KPMG totalled $800,000.
These services consisted of:
Taxation compliance in Australia
Taxation compliance/due diligence related
services in jurisdictions other than in Australia
$203,000
$33,000
Australian due diligence and other services
$564,000
In accordance with advice from the Company’s Audit & Risk
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 & Risk
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 & Risk 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 47 of the Annual
Report and forms part of this Report.
(19) Remuneration Report
The Remuneration Report is set out on pages 48 to 64 of the
Annual Report and forms part of this Report.
(20) Proceedings on behalf of the Company
No application under section 237 of the Corporations Act
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.
(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 2015
46
Boral Limited Annual Report 2015
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 2015 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 2015
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 2015 47
2015 REMUNERATION
REPORT
Introduction from the Chairman of the Remuneration & Nomination Committee
Dear Shareholders
I am pleased to present our Remuneration Report for 2015, 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.
Following two consecutive years of structural changes to our remuneration framework to ensure remuneration arrangements align
with the Company’s strategy, business performance and shareholder expectations, we have not introduced any material
remuneration changes in FY2015.
In order to ensure stable leadership and continuity in delivering business transformation initiatives, in FY2016 the Board is
considering introducing an additional retention incentive for certain key executives who report to the CEO or to members of the
Executive Committee.
For FY2015, a year in which Boral delivered total shareholder returns (TSR) of 19%1, a 21% increase in earnings before interest and
tax (EBIT)2 and a 45% increase in profit after tax (PAT)2, it was pleasing to see EBIT financial targets for the Group and for most of
Boral’s businesses achieved or exceeded. This triggered the payment of $3.28 million of short-term incentives (STI) to executive Key
Management Personnel (KMP) for FY2015 which was higher than STI payments for FY2014.
No long-term incentive (LTI) performance hurdles were met in FY2015 and therefore no LTI performance rights vested during the
year. Despite this, relative TSR and EBIT return on average funds employed (ROFE)2 were solid during FY2015. Boral delivered a TSR
of 19% in FY2015, ranking 43rd in the ASX100 group of companies, and Boral’s ROFE lifted from 6.6% to 8.5%.
On behalf of the Board and Remuneration & Nomination Committee, I invite you to read the 2015 Remuneration Report and
welcome your feedback on our approach to, and disclosure of, Boral’s 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
50
50
52
56
59
60
62
63
1. Total shareholder returns is calculated based on the change in Boral’s share price, reinvestment of dividends and franking credits applied to dividends for the period from 1 July 2014 to 30 June 2015.
2. Excludes financial impact of significant items. See note titled ‘Non-IFRS information’ on page 1 of the Annual Report.
48
Boral Limited Annual Report 2015
2015 Remuneration Report 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 2015 (FY2015). 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 FY2015. For those who served in a KMP role for only part of FY2015, 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
Ross Harper
David Mariner
Rosaline Ng
Former Senior Executives
Chief Executive Officer & Managing Director
President and CEO, Boral Industries USA
Divisional Managing Director, Boral Construction Materials & Cement
Executive General Manager, Cement (effective as KMP from 1 July 2014)
Executive General Manager, Boral Building Products (appointed 1 January 2015)
Chief Financial Officer
Darren Schulz
Executive General Manager, Boral Building Products (ceased as a KMP effective 28 November 2014)
Non-executive Directors
Bob Every
Chairman
Catherine Brenner
Non-executive Director
Brian Clark
Eileen Doyle
Kathryn Fagg
Non-executive Director
Non-executive Director
Non-executive Director (appointed 15 September 2014)
Richard Longes
Non-executive Director (retired effective 6 November 2014)
John Marlay
Paul Rayner
Non-executive Director
Non-executive Director
Boral Limited Annual Report 2015 49
2015 REMUNERATION
REPORT
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 FY2015. 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 FY2015. The Board believes that presenting information this way provides shareholders
with increased clarity and transparency. Remuneration details prepared in accordance with statutory obligations and accounting
standards are contained on pages 60 to 61 of the Report. The totals in the table below received by the current Senior Executives in
FY2015 are lower than the amounts shown in the remuneration table on pages 60 to 61 of the Report. This is because the full
remuneration table includes amounts in respect of:
1. annual and long service leave movements which are generally increases in statutory accruals rather than cash payments; and
2. options and rights which are amortised over the vesting period and may not have delivered value to executives in FY2015. 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 performance hurdles being met in future years. The table below includes the values of any LTI grants
which actually vested to executives in FY2015.
FY2015 remuneration outcomes table
A$’000s
Mike Kane
Al Borm
Joseph Goss
Ross Harper
David Marinerg
Rosaline Ng
Fixed remunerationa
STIb
Other cashc
LTI Other non-cashe
1,734.2
1,687.4
629.0
777.7
522.3
285.5
704.5
391.9
385.8
202.8
163.8
447.2
–
76.2
–
18.8
92.1d
18.8
–
–
–
–
–
–
548.4
44.6
227.6
2.9
299.3f
41.6
Total
3,970.0
1,141.7
1,391.1
746.8
840.7
1,212.1
a. “Fixed remuneration” is cash salary paid to the Senior Executive for their period as a KMP.
b. The value of short-term incentives (STI) represents 80% of the total STI with the remaining 20% deferred into equity for two years.
c. “Other cash” includes relocation allowances and superannuation or equivalent contributions.
d. “Other cash” for David Mariner includes an amount of $73,209 as a one-off relocation allowance for relocating Mr Mariner and his family from his base in USA to Sydney, and an $18,873
contribution into the US Supplemental Executive Retirement Plan (SERP) under the terms of his employment contract.
e. “Other non-cash” comprises non-monetary benefits, such as car parking, housing benefits and medical insurance including any fringe benefits tax paid on these benefits.
f. “Other non-cash” for David Mariner includes an amount of $71,743 in tax equalisation costs, incurred to ensure that as an expatriate employee he is not disadvantaged by US tax regulations in
his home state for the period of his expatriate assignment. No tax equalisation costs were required for any other expatriates in the preceding table, due to different taxation rules applicable in
their respective home states in the USA.
g. David Mariner’s details are for the period in which he has been a KMP, from 1 January 2015 to 30 June 2015.
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 non-executive Directors, the CEO & Managing Director, other Senior Executives and other
executives. This includes recommendations relating to Directors’ fees, annual executive remuneration reviews, short-term incentive
(STI) and long-term incentive (LTI) structures, grants, measures, targets and outcomes. The Committee also advises the Board on
remuneration policies and practices for Boral generally.
The Committee comprises five independent non-executive Directors: Brian Clark (Committee Chairman), Catherine Brenner, Bob
Every, Kathryn Fagg and John Marlay. The responsibilities of the Committee are outlined in its Charter, which is reviewed annually by
the Board. A copy of the Charter is available at the corporate governance section of Boral’s website at www.boral.com.au.
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 FY2015, EY provided information only. No advice was provided by EY that contained “remuneration 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.
50
Boral Limited Annual Report 2015
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. This arrangement
was reviewed in FY2015 by the Remuneration & Nomination Committee and no changes were considered necessary.
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
Short and long-term incentives are
based on performance measures
designed to drive sustainable value
creation for shareholders
REMUNERATION PRINCIPLES
MARKET COMPETITIVE
High calibre employees with ability to
deliver required financial and non-
financial outcomes are attracted and
retained with fixed rewards that reflect
seniority and complexity of roles
LINKED TO BUSINESS CONDITIONS
At risk reward outcomes are reflective
of financial performance objectives
APPLICATION OF REMUNERATION PRINCIPLES
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
Individuals with unsatisfactory
performance are not rewarded
Short-term incentives are based on
earnings before interest and tax (EBIT)
and long-term incentives are based on
relative total shareholder return (TSR)
and return on average funds
employed (ROFE)
Deferral of a portion 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
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 at risk 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 executives 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.
Boral Limited Annual Report 2015 51
2015 REMUNERATION
REPORT
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. At risk reward that is performance based and comprised of both short and long-term incentives.
FIXED ANNUAL REMUNERATION
+
AT RISK 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 and/or
business 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
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 FY2015, is as follows:
CEO
Other current Senior Executivesa
a. Other current Senior Executive percentages vary between individuals.
FIXED
AT RISK REMUNERATION
FAR
34%
STI
33%
LTI
33%
50 – 60%
20 – 25%
20 – 25%
Fixed annual remuneration (FAR)
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 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
industrials or materials sector entities in the S&P/ASX 200 within 33% and 300% of Boral’s market capitalisation and revenue. For
FY2015 the industrials and materials sector’s range was broadened to ensure a meaningful sample size for comparison. 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.
52
Boral Limited Annual Report 2015
STI plan
A summary of the STI plan in effect during FY2015 is provided below:
Feature
Objective
Participation
STI value
Assessment of
performance
Payment of STI
Funding guideline
Board discretion and
clawback
Description
To support Boral’s strategic objectives by providing rewards that are based on achievement against
financial 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, depending on their role.
No STI awards will be made if 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 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.
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. No dividends are
paid on deferred STI rights.
In regard to STI deferral, the Company believes that this additional exposure to the share price for
executives will assist to drive behaviours aimed at increasing shareholder value.
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
before the final award is determined.
The Board has the discretion to apply clawback provisions in circumstances where an employee has
acted fraudulently or dishonestly, has breached their obligations to the Group, 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.
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 2015 53
2015 REMUNERATION
REPORT
LTI plan
A summary of the LTI plan in effect during FY2015 is provided below:
Feature
Objective
Participation
Equity type
LTI value
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 PwC).
The LTI award granted in FY2015 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 three year
performance period, plus reinvested dividends, expressed as a percentage of the opening value.
For the LTI grants made in FY2015, the TSR performance period is 1 September 2014 to
1 September 2017.
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 and is 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). The ROFE
performance hurdle and relevant targets are intended to reward achievement linked to improving the
Company’s ROFE performance through the cycle. Our longer term goal is to exceed the weighted
average cost of capital and the ROFE targets for annual LTI awards are set progessively with a view to
achieving this goal.
By way of background, ROFE was adopted as a second LTI performance hurdle in FY2014. At that
time, the Board considered a number of return measures with EBIT return on average funds employed
selected as the most appropriate measure because it encourages appropriate use of capital, while
utilising measures that are readily understood and reported. It also allows divisional performance to
be easily tracked which helps executives to drive overall performance against target.
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 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.
54
Boral Limited Annual Report 2015
LTI plan (continued)
Feature
Description
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):
•
rights will remain on foot beyond termination (with a pro rata scale-back based on the portion of
the performance period elapsed at the cessation date); and
rights that will be tested on the usual test date will only vest if they meet the performance hurdle.
•
For other leavers, rights will lapse upon cessation of employment unless the Board determines
otherwise.
Forfeiture and clawback
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.
Change of control
Vesting schedules
The Board has a further discretion to apply clawback provisions 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.
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.
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%
(ie. 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 2014, the following vesting schedule applies for the
ROFE Component:
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 from 50% to 100%
(ie. on a straight-line basis)
11.5% or above
100%
See below for the vesting schedule to be applied for the proposed September 2015 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.
Dividends
No dividends are paid on unvested LTI awards.
Any contravention of the Policy would result in disciplinary action.
Boral Limited Annual Report 2015 55
2015 REMUNERATION
REPORT
LTI grant for September 2015
In regard to the LTI grant expected to be made in September 2015, the grant will be made on similar terms to the plan in effect
during FY2015, 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 2018 in accordance with the following vesting schedule:
If the Company’s ROFE performance for FY2018 is:
The percentage of the ROFE Component which will vest is:
Less than 11.5%
11.5%
NIL
50%
Greater than 11.5% and less than 12.0%
Progressive pro rata vesting in a straight line from 50% to 100%
12% or above
100%
The percentage of the ROFE Component that does not vest in accordance with this schedule will lapse (ie. 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 in Section 4
for the Company’s ROFE performance (EBIT to average funds employed) from FY2011 to FY2015. For FY2015, the Company’s
ROFE performance was 8.5%.
Minimum shareholding requirements
To further align the interests of the Company’s key executives with the interests of shareholders, the Board established minimum
shareholding requirements effective from 1 July 2013 for the CEO & Managing Director and all other Senior Executives.
Senior Executives are required to accumulate a minimum shareholding in the Company over a period of up to five years from the later
of 1 July 2013 or their date of appointment as a KMP. The CEO & Managing Director is required to build a minimum shareholding
equivalent to 100% of annual fixed remuneration and other Senior Executives must build a minimum shareholding equivalent to 50%
of their annual fixed remuneration.
The Company’s policy for non-executive Directors’ minimum shareholdings is set out on page 39 of the Corporate Governance Statement.
Section 4: Linking remuneration to performance
Overview of 2015 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 in recent years.
The effect of the business cycle on Boral’s performance is demonstrated in the charts below.
In FY2015, Boral’s improved returns reflect the benefits of business improvement initiatives and portfolio realignment, together with
strong housing and infrastructure markets in Australia, early stages of market recovery in the USA, and growing markets in Asia.
Earnings Per Share1, cents
Dividend Per Share, cents
35
30
25
20
15
10
5
0
24.4
13.6
13.6
31.9
22.0
FY11
FY12
FY13
FY14
FY15
20
15
10
5
0
14.5
11.0
11.0
18.0
15.0
FY11
FY12
FY13
FY14
FY15
Return on Equity1, %
Boral share price
10
8
6
4
2
0
5.6
3.0
3.2
7.1
5.1
$7.00
$6.00
$5.00
$4.00
$3.00
$2.00
$1.00
FY11
FY12
FY13
FY14
FY15
FY10
FY11
FY12
FY13
FY14
FY15
Source: Bloomberg
1. Excludes financial impact of significant items
56
Boral Limited Annual Report 2015
Short-term performance – FY2015
Boral continued to use a single financial hurdle for STI awards in respect of FY2015 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 FY2015 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 plus
50% relevant divisional EBIT
or
50% Group EBIT plus
20% relevant divisional EBIT plus
30% relevant business 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 FY2015, the evaluations were conducted in July
and August 2015. The remuneration table on pages 60 to 61 provides details of the STI awards made for performance during
FY2015.
On average, 133% of target STI was paid out to current Senior Executives for FY2015 performance compared with 100% of target
STI for FY2014 performance. This reflects improvements in the delivery of EBIT versus target at the divisional and Group levels.
Boral’s EBIT was higher in FY2015 versus FY2014 as a result of ongoing improvement programs including cost reduction and
revenue enhancement initiatives and portfolio enhancements, together with the benefits of volume improvements in some markets,
particularly in the USA.
Boral’s EBIT over the past five years is shown in the chart below.
Earnings Before Interest & Tax (EBIT)1, $ millions
400
350
300
250
200
150
100
50
0
277
200
228
357
294
FY11
FY12
FY13
FY14
FY15
1. Excludes financial impact of significant items.
Long-term performance – FY2015
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.
In FY2014, Return on Funds Employed (ROFE) was introduced as a second LTI performance measure in order to reward
achievement linked to improving the Company’s ROFE performance through the cycle.
TSR performance
The LTI grants that were available for vesting in FY2015 were the grants with respect to FY2007, FY2009 and FY2011.
The relative TSR performance and the vesting level for each LTI grant since November 2007 are set out in the table over the page.
Grants from 2007 to 2012 are generally tested at years 3, 5 and 7, and the performance hurdle may be reached at any of those
testing dates, otherwise they lapse. From the September 2013 grant there is only one test at year 3.
The table over the page demonstrates the level of performance achieved for each of the outstanding LTI grants up to 30 June 2015.
Boral Limited Annual Report 2015 57
2015 REMUNERATION
REPORT
Grant date
Next test date
Expiry date
Option exercise
price
Mix of
options/rights
Relative TSR
performance
Vesting level
Nov 07
N/A
Nov 14
$6.78
Nov 08
Nov 15
Nov 15
Nov 09
Nov 16
Nov 16
Nov 10
Nov 15
Nov 17
Sep 11
Sep 16
Sep 18
Sep 12
Sep 13
Sep 14
Sep 15
N/A
N/A
Sep 19
Sep 16
Sep 17
N/A
N/A
N/A
N/A
N/A
N/A
N/A
50% options
50% rights
68th Percentile as at 1st
test date – balance of grant
expired at final test (Nov 14)
86%
100% rights
100% rights
100% rights
100% rights
33rd Percentile as at 2nd
test date (Nov 2013)
29th Percentile as at 2nd
test date (Nov 2014)
40th Percentile as at 1st
test date (Nov 2013)
44th Percentile as at 1st
test date (Sep 2014)
100% rights
1st test date Sep 2015
100% rights
Test date Sep 2016
100% rights
Test date Sep 2017
0%
0%
0%
0%
N/A
N/A
N/A
In FY2015, Boral’s relative TSR performance was strong. Taking into account share price appreciation and dividends paid, Boral
delivered a TSR of 19.3% for shareholders between 1 July 2014 and 30 June 2015. As shown in the graph below, this TSR ranked
Boral in the second quartile of ASX 100 companies for FY2015 or 43rd out of the 96 companies that were in the ASX100 at the start
of the year and remained listed on the ASX for the period.
FY2015 Total Shareholder Return (TSR) for Boral vs. ASX 100 companies
1st Quartile
2nd Quartile
3rd Quartile
4th Quartile
19.3%
BLD
150%
100%
50%
0%
-50%
-100%
ROFE performance
Boral’s performance as measured by EBIT return on average funds employed (ROFE) continued to improve in FY2015 from a low of
4.7% in FY2012 and FY2013.
At 8.5%, Boral’s ROFE performance in FY2015 is a significant improvement on 6.6% achieved in FY2014, but remains short of our
longer term goal to exceed the cost of capital.
The LTI ROFE targets of 8.0% in FY2016, 11.5% in FY2017 and 12% in FY2018, which are set with a three-year time horizon, are on a
challenging but achievable improvement trajectory. For every 1% lift in ROFE, an EBIT improvement of approximately $43 million or
around 12% is required assuming a constant level of funds employed at current levels.
EBIT1 Return on Average Funds Employed (ROFE), %
10
8
6
4
2
0
7.4
4.7
4.7
8.5
6.6
FY11
FY12
FY13
FY14
FY15
1. Excludes financial impact of significant items.
58
Boral Limited Annual Report 2015
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 S&P/ASX 200 Index with a 12 month average market
capitalisation and revenue of between 50% and 200% of Boral, as well as industrials and materials
sector companies with market capitalisation and revenue between 33% and 300% of Boral’s.
Total reward summary
FAR of $1.74m as at 1 September 2014.
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 on pages 54 to 55 of this Report).
Shareholders approved a grant of 615,957 performance rights to Mr Kane at the 2014 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.
Performance expectations
The remuneration structure for Mr Kane includes short and long-term incentives linked to Boral’s
financial performance and shareholder returns. The Board also considers the management of
non-financial performance when setting CEO remuneration and assessing the CEO’s
performance.
For example, managing safety well is considered a fundamental part of the CEO’s role. The Board
believes that attracting and retaining a leader who has the right focus, commitment and track
record in safety management, and reflecting this in the fixed remuneration component of the CEO,
will lead to a more sustainable journey towards a zero harm workplace. As such, the Board takes
safety performance into consideration in reviewing the performance of the CEO and setting the
fixed remuneration, rather than it being an additional determinant of STI payments.
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 (ie. the STI is not pro rated), unless the Board determines otherwise.
In relation to the FY2014 LTI award, any performance rights that are unvested will remain on foot
and vest on the usual test date if the performance hurdles are satisfied. If vesting does not occur
at that time, the rights will lapse.
For 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.
Mr Kane is entitled to relocation expenses to and from Sydney. 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.
Termination of employment
(with cause) or resignation
Relocation expenses
Boral Limited Annual Report 2015 59
2015 REMUNERATION
REPORT
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 12
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.
Executive General Manager, Boral Building Products
Mr Darren Schulz resigned from the Company effective 28 November 2014 and was replaced by Mr David Mariner on 1 January
2015. Mr Schulz received his statutory entitlements upon cessation, with his STI and LTI entitlements forfeited in accordance with
the Company’s incentive plan rules.
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 50 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;
•
accrued annual and long service leave are included in the table below; and
• deferred STI is included in the table below.
Senior Executive remuneration table
Short-term
Post-employment
Share-based
paymentsa
Other
Total
At Risk Remuneration
A$’000s
Cash salaryb
Short-term
incentivec
Non-
monetary
benefitsd
Super-
annuation
Termination
benefit
Deferred
equity
Rights
Long
service
leave
accrual
% of
remuneration
related to
performance
% of target
STI paid
Share
based
payments
as % of
total
Current Senior Executives
Mike Kanef
Al Borme
Joseph Gossf
2015 1,773.0
1,687.4
548.4
2014 1,696.5
1,365.4
427.7
2015
629.0
391.9
44.6
2014
555.8
117.6
34.3
2015
763.6
385.8
227.6
2014
787.8
316.4
255.0
Ross Harper
2015
537.5
202.8
2.9
David Marinerg
2015
379.7
163.8
299.3
2015
726.0
447.2
2014
647.7
233.9
41.6
22.9
Rosaline Ng
Sub-total
–
–
76.2
60.3
–
–
18.8
18.9
18.8
14.1
– 1,691.4 254.4
28.5
5,983.1
60.7% 121.4% 32.5%
–
–
–
–
–
–
–
–
–
976.5
113.8
28.6
4,608.5
53.3% 102.2% 23.7%
240.6
44.5
125.2
9.8
–
–
1,426.8
47.4% 156.1% 20.0%
903.0
28.0%
52.7% 15.0%
290.1
58.5
28.1
1,753.7
41.9% 123.6% 19.9%
129.0
26.4
12.8
1,527.4
30.9% 103.4% 10.2%
155.9
31.0
10.0
958.9
40.6% 155.5% 19.5%
74.5
20.3
4.5
961.0
26.9% 176.8% 9.9%
328.0
61.9
15.4
1,638.9
51.1% 153.6% 23.8%
176.8
19.5
11.3
1,126.2
38.2% 105.5% 17.4%
2015 4,808.8
3,278.9 1,164.4
132.7
– 2,780.5 470.6
86.5 12,722.4
2014 3,687.8 2,033.3
739.9
74.4
–
1,407.5
169.5
52.7
8,165.1
–
–
–
–
–
–
60
Boral Limited Annual Report 2015
Short-term
Post-employment
Share-based
paymentsa
Other
Total
At Risk Remuneration
A$’000s
Cash salaryb
Short-term
incentivec
Non-
monetary
benefitsd
Super-
annuation
Termination
benefit
Deferred
equity
Rights
Former Senior Executives
Long
service
leave
accrual
% of
remuneration
related to
performance
% of target
STI paid
Share
based
payments
as % of
total
Darren Schulz
Sub–total
Total
2015
2014
2015
2014
247.4
–
480.3
165.8
247.4
–
480.3
165.8
11.2
10.7
11.2
10.7
7.8
17.8
7.8
17.8
–
–
–
–
–
–
45.1
13.8
(4.7)
(0.6)
261.7
732.9
0.0%
0.0% 0.0%
30.7% 138.2% 8.0%
–
–
(4.7)
261.7
45.1
13.8
(0.6)
732.9
2015 5,056.2
3,278.9 1,175.6
140.5
– 2,780.5
470.6
81.8 12,984.1
2014 4,168.1
2,199.1
750.6
92.2
–
1,452.6
183.3
52.1
8,898.0
–
–
–
–
–
–
–
–
–
–
–
–
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 grants issued from 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 for each relevant reporting period, including the value of deferred equity.
b. Cash salary includes all fixed salary, relocation allowances and accrued annual leave.
c. STI values for current KMP represent 80% of total STI with remaining 20% to be deferred into equity and expensed over three years in accordance with the deferred STI plan introduced from FY2014.
d. Includes non-monetary benefits; parking, medical insurance, home leave, housing allowances, vehicle costs, and applicable fringe benefits tax payable by the Company upon providing these benefits.
e. Al Borm’s remuneration has been converted at the foreign exchange rate of AUD 1 = USD 0.8287, being the average conversion for the FY2015 period (0.9141 for the FY2014 period).
f. Under the terms of their expatriate agreements, superannuation contributions have not been made for Mike Kane or Joseph Goss.
g. David Mariner’s details are for the period as a KMP from 1 January 2015 to 30 June 2015. "Cash salary" for David Mariner includes an amount of $73,209 as a one-off relocation allowance for relocating
Mr Mariner and his family from his base in USA to Sydney. "Non-monetary benefits" for David Mariner includes an amount of $71,743 in tax equalisation costs, incurred to ensure the expatriate employee
is not disadvantaged by US tax regulations in his home state for the period of his expatriate assignment. No tax equalisation costs were required for any other expatriates in the preceding table, due to
different taxation rules applicable in their respective home states in the USA. "Superannuation" for David Mariner includes an $18,873 contribution into the US Supplemental Executive Retirement Plan
(SERP) under the terms his employment contract.
Equity grants and movement during the year
The following table provides details of rights granted during the year under the Boral Equity Incentive Plan, as well as the movement
during the year in options and rights granted under the plan in previous financial years.
Equity Type
Balance as at
30 June 2014
Granted during
the year as
remunerationa
Value of Grantb
Exercised/
Vested during
the Year
Value of Options
and rights
exercised/
vestedc
Lapsed/
cancelled
during the
yeard
Balance as at
30 June 2015
No.
No.
$
No.
Current Senior Executives
Mike Kane
Al Borm
Joseph Goss
Ross Harper
David Mariner
Rosaline Ng
LTI Rights
1,580,124
615,957
2,166,115
Deferred STI Rights
–
62,382
LTI Rights
192,782
100,898
Deferred STI Rights
–
5,373
LTI Rights
167,763
138,351
Deferred STI Rights
LTI Rights
Options
Deferred STI Rights
–
196,229
28,500
–
LTI Rights
129,620
Deferred STI Rights
LTI Rights
Options
–
298,198
24,700
14,456
48,160
–
7,730
53,089
3,631
129,078
–
341,348
354,825
29,401
486,534
79,102
169,363
–
42,298
186,696
19,868
453,924
–
Deferred STI Rights
–
13,496
73,849
Former Senior Executives
Darren Schulz
LTI Rights
63,662
Deferred STI Rights
-
46,099
7,580
140,418
41,477
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
No.
No.
–
–
–
–
–
–
(1,038)
(28,500)
–
–
–
2,196,081
62,382
293,680
5,373
306,114
14,456
243,551
–
7,730
182,709
3,631
(900)
426,376
(24,700)
–
–
13,496
(109,761)
(7,580)
–
–
a. LTI Rights were granted to Senior Executives on 1 September 2014, to be tested on 1 September 2017, and there will be no retesting. Deferred STI rights were also granted on 1 September 2014.
b. The fair market value of LTI Rights granted on 1 September 2014, calculated using a Monte Carlo simulation analysis, is $2.82 per right for two-thirds of the grant relating to the TSR measure
and $4.91 per right for one-third 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. Rights and options that lapsed/cancelled during the year were granted to Senior Executives in FY2007.
Boral Limited Annual Report 2015 61
2015 REMUNERATION
REPORT
No options have been granted to Senior Executives since 2007, with all remaining options expiring on 6 November 2014.
The number of rights included in the balance at 30 June 2015 for the Senior Executives is set out below:
Year of grant
2008
2009
2010
2011
2012
2013
2014
Balance as
at 30 June
2015
Current Senior Executives
Mike Kane
Al Borm
Joseph Goss
Ross Harper
David Mariner
Rosaline Ng
Former Senior Executives
Darren Schulz
LTI Rights
Deferred STI Rights
LTI Rights
Deferred STI Rights
LTI Rights
Deferred STI Rights
–
–
–
–
–
–
–
–
–
–
–
–
78,717
102,285
666,666
732,456
615,957 2,196,081
–
–
–
–
62,382
62,382
14,582
34,318
34,640
109,242
100,898
293,680
–
–
–
–
–
–
–
–
–
–
5,373
5,373
167,763
138,351
306,114
–
14,456
14,456
LTI Rights
19,086
18,670
26,319
36,136
36,866
58,114
48,160
243,351
Deferred STI Rights
LTI Rights
Deferred STI Rights
–
–
–
–
–
–
–
–
–
–
7,730
7,730
11,512
30,236
30,520
57,352
53,089
182,709
–
–
–
–
3,631
3,631
LTI Rights
16,798
16,792
29,519
39,962
40,718
153,509
129,078
426,376
Deferred STI Rights
LTI Rights
Deferred STI Rights
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
13,496
13,496
–
–
–
–
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 at risk 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 $1,750,000 per annum was approved at the Company’s AGM in November 2014.
Non-executive Director fee levels for FY2015 were as follows:
Fees
Board
Audit & Risk
Remuneration & Nomination
Health, Safety & Environment
2015
2014
Chair
417,800
38,000
28,540
28,540
Member
139,100
19,500
14,270
14,270
Chair
405,600
28,540
28,540
28,540
Member
135,000
14,270
14,270
14,270
The total annual non-executive Director remuneration for the current Board of seven non-executive Directors for FY2015 was
$1,489,623 including superannuation.
A comprehensive review of the level of fees paid to Boral’s non-executive Directors was undertaken during the year, and included a
review of market benchmarking information prepared by EY, Boral’s external remuneration consultant. The review considered the
elements of size and complexity of the business, time commitments and fees paid for non-executive Directors of companies of a
comparable size. As a result of the market review, with effect from 1 July 2015, base and committee fees for non-executive Directors
were increased by 2.5%.
62
Boral Limited Annual Report 2015
Non-executive Directors’ total remuneration
The remuneration of the non-executive Directors is set out in the following table.
A$’000s
Catherine Brennera
Brian Clark
Eileen Doyle
Bob Every, Chairman
Kathryn Faggb
Richard Longesc
John Marlay
Paul Rayner
Total
2015
2014
Short-term
Board and
Committee fees
Post-
employment
superannuation
Short-term
Board and
Committee fees
Post-
employment
superannuation
Total fees
Total fees
157.9
153.1
170.9
399.0
121.8
60.4
153.1
161.7
15.0
14.5
16.2
18.8
11.6
5.7
14.5
15.4
172.9
167.6
187.1
417.8
133.4
66.1
167.6
177.1
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
1,377.8
111.8
1,489.6
1,301.0
100.7
1,401.7
a. Catherine 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.
b. Kathryn Fagg was appointed on 15 September 2014.
c. Richard Longes retired from the Board on 6 November 2014.
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 FY2015.
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:
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
Current Senior Executives
Mike Kane
Al Borm
Joseph Goss
Ross Harper
David Mariner
Rosaline Ng
Former Senior Executives
Darren Schulz
2015
2014
2015
2014
2015
2014
2015
2015
2015
2014
2015
2014
10,233
10,100
–
–
–
–
–
–
28,586
28,586
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
133
10,233
10,233
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
28,586
28,586
–
–
Boral Limited Annual Report 2015 63
2015 REMUNERATION
REPORT
Non-executive Directors
Bob Every
Catherine Brenner
Brian Clark
Eileen Doyle
Kathryn Fagg
Richard Longes
John Marlay
Paul Rayner
Balance at the
Received during the
year on the exercise of
Allocation in Non-
executive Directors’
beginning of the year
options/SARs
Share Plana
Other changes
during the year
Number
Number
Number
Number
Balance at the end
of the year
Number
2015
2014
2015
2014
2015
2014
2015
2014
2015
2015
2014
2015
2014
2015
2014
70,221
70,221
15,371
15,301
76,887
75,957
15,076
15,058
–
39,183
38,674
25,101
25,048
50,116
49,747
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
70
–
930
–
18
26,586
–
509
–
53
–
369
70,221
70,221
15,371
15,371
76,887
76,887
15,076
15,076
26,586
39,183
39,183
25,101
25,101
50,116
50,116
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.
64
Boral Limited Annual Report 2015
FINANCIAL
STATEMENTS
Boral Limited Annual Report 2015 65
FinancialStatements FINANCIAL
STATEMENTS
Contents
Boral Limited and Controlled Entities
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
86
89
6
90
7 Dividends
91
8 Earnings per share
92
9 Receivables
93
10 Inventories
11 Investments accounted for using the equity method 93
95
12 Property, plant and equipment
97
13 Intangible assets
98
14 Loans and borrowings
100
15 Deferred tax assets and liabilities
102
16 Provisions
104
17 Issued capital
105
18 Reserves
106
19 Contingent liabilities
107
20 Commitments
108
21 Employee benefits
67
68
69
70
71
72
78
80
82
22 Financial instruments
23 Key management personnel disclosures
24 Auditors’ remuneration
25 Acquisition/disposal of controlled entities
26 Controlled entities
27 Related party disclosures
28 Notes to Statement of Cash Flows
29 Parent entity disclosures
30 Deed of cross guarantee
STATUTORY STATEMENTS
110
118
119
120
121
123
124
125
126
128
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.
66
Boral Limited Annual Report 2015
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 before net financing costs and income tax expense
Financial income
Financial expenses
Net financing costs
Profit before income tax expense
Income tax benefit/(expense)
Profit from continuing operations
Discontinued operations
Profit from discontinued operations (net of income tax)
Net profit
Attributable to:
Members of the parent entity
Non-controlling interests
Net profit
Basic earnings per share
Diluted earnings per share
Continuing operations
Basic earnings per share
Diluted earnings per share
CONSOLIDATED
2015
$ millions
2014
$ millions
4,297.6
(3,039.2)
(767.6)
(270.1)
(4,076.9)
166.3
(103.5)
68.7
352.2
12.8
(76.5)
(63.7)
288.5
(45.1)
243.4
13.6
257.0
257.0
–
257.0
32.9c
32.6c
31.2c
30.9c
4,325.7
(3,141.5)
(753.7)
(267.6)
(4,162.8)
21.4
(62.7)
37.3
158.9
20.3
(84.7)
(64.4)
94.5
11.6
106.1
70.1
176.2
173.3
2.9
176.2
22.2c
22.0c
14.0c
13.9c
Note
3
3
3
11
3
3
6
5
8
8
8
8
The Income Statement should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
Boral Limited Annual Report 2015 67
FINANCIAL
STATEMENTS
Statement of Comprehensive Income
Boral Limited and Controlled Entities
For the year ended 30 June
Net profit
Other comprehensive income
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
Total comprehensive income is attributable to:
Members of the parent entity
Non-controlling interests
Total comprehensive income
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
257.0
176.2
18
18
99.7
–
8.7
45.1
410.5
410.5
–
410.5
10.6
(146.5)
(10.1)
7.3
37.5
34.4
3.1
37.5
The Statement of Comprehensive Income should be read in conjunction with the accompanying notes which form an integral part of
the financial statements.
68
Boral Limited Annual Report 2015
Balance Sheet
Boral Limited and Controlled Entities
As at 30 June
CURRENT ASSETS
Cash and cash equivalents
Receivables
Inventories
Financial assets
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
Inventories
Investments accounted for using the equity method
Financial assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade creditors
Loans and borrowings
Financial liabilities
Current tax liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred income
Loans and borrowings
Financial liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
Note
28
9
10
9
10
11
12
13
15
14
16
14
16
17
18
CONSOLIDATED
2015
$ millions
2014
$ millions
505.8
659.8
537.8
9.6
28.3
383.2
708.8
528.1
8.3
36.1
1,741.3
1,664.5
75.4
21.6
1,048.1
29.7
2,448.4
227.1
243.6
30.2
4,124.1
5,865.4
641.5
1.8
5.8
94.8
179.3
923.2
15.8
1,320.8
0.8
80.7
1,418.1
2,341.3
3,524.1
2,361.6
166.2
996.3
3,524.1
54.5
21.1
851.8
22.4
2,561.9
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
2,477.6
2.1
868.4
3,348.1
The Balance Sheet should be read in conjunction with the accompanying notes which form an integral part of the financial statements.
Boral Limited Annual Report 2015 69
FINANCIAL
STATEMENTS
Statement of Changes in Equity
Boral Limited and Controlled Entities
CONSOLIDATED
Retained
earnings
$ millions
Total parent
entity
interest
$ millions
Non-
controlling
interests
$ millions
Reserves
$ millions
For the year ended 30 June 2015
Balance at 1 July 2014
Net profit
Other comprehensive income
Translation of net assets of overseas entities
Translation of long-term borrowings and foreign currency
forward contracts
Fair value adjustment on cash flow hedges
Income tax relating to other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners
On-market share buy-back
Dividends paid
Share-based payments
Issued
capital
$ millions
2,477.6
–
–
–
–
–
–
(116.0)
–
–
Total transactions with owners in their capacity as owners
(116.0)
2.1
–
868.4
3,348.1
257.0
257.0
259.5
(159.8)
8.7
45.1
–
–
–
–
259.5
(159.8)
8.7
45.1
153.5
257.0
410.5
–
–
10.6
10.6
–
(116.0)
(129.1)
(129.1)
–
10.6
(129.1)
(234.5)
Balance at 30 June 2015
2,361.6
166.2
996.3
3,524.1
Total equity
$ millions
3,348.1
257.0
259.5
(159.8)
8.7
45.1
410.5
(116.0)
(129.1)
10.6
(234.5)
3,524.1
–
–
–
–
–
–
–
–
–
–
–
–
CONSOLIDATED
Retained
earnings
$ millions
Total parent
entity
interest
$ millions
Non-
controlling
interests
$ millions
Total equity
$ millions
Reserves
$ millions
796.0
3,304.2
89.3
3,393.5
173.3
173.3
2.9
176.2
24.4
0.2
24.6
For the year ended 30 June 2014
Balance at 1 July 2013
Net profit
Other comprehensive income
Translation of net assets of overseas 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
Issued
capital
$ millions
2,433.8
–
–
–
–
–
–
–
74.4
–
24.4
(14.0)
(146.5)
(10.1)
7.3
–
–
–
–
–
(14.0)
(146.5)
(10.1)
7.3
34.4
(138.9)
173.3
Shares issued under the Dividend Reinvestment Plan
43.8
Dividends paid
Other – Cultured Stone
Share-based payments
Non-controlling interests disposed
Contributions by non-controlling interests
Total transactions with owners in their capacity as owners
Balance at 30 June 2014
–
–
–
–
–
43.8
2,477.6
–
–
59.4
7.2
–
–
66.6
2.1
–
43.8
(100.9)
(100.9)
–
–
–
–
(100.9)
59.4
7.2
–
–
9.5
–
–
–
–
3.1
–
(6.9)
(59.4)
–
(28.2)
2.1
(92.4)
(14.0)
(146.5)
(10.1)
7.3
37.5
43.8
(107.8)
–
7.2
(28.2)
2.1
(82.9)
The Statement of Changes in Equity should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
70
Boral Limited Annual Report 2015
868.4
3,348.1
–
3,348.1
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
Decrease in cash on deposit
Proceeds on disposal of non-current assets
Proceeds on disposal of controlled entities (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
On-market share buy-back
Dividends paid
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
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
4,847.4
(4,317.5)
5,579.8
(4,992.2)
28
28
5
5
28
529.9
41.2
8.8
(72.1)
(45.4)
(44.1)
418.3
(243.6)
(6.3)
–
–
–
45.0
149.2
–
(55.7)
(116.0)
(129.1)
–
–
–
245.2
(251.7)
(251.6)
111.0
383.2
11.6
505.8
587.6
18.6
7.1
(86.5)
14.0
(33.5)
507.3
(267.1)
(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)
383.2
Effects of exchange rate fluctuations on the balances of cash and cash equivalents
held in foreign currencies
Cash and cash equivalents at the end of the year
28
The Statement of Cash Flows should be read in conjunction with the accompanying notes which form an integral part of the
financial statements.
Boral Limited Annual Report 2015 71
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies
Boral Limited (the “Company”) is a for profit 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 2015 comprise Boral Limited and its controlled entities
(the “Group”).
The nature of the operations and principal activities of the Group
are described in the segment information.
A. Basis of preparation
The financial statements are general purpose financial
statements, authorised for issue by the Directors on 27 August
2015, 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;
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;
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;
•
present reclassified comparative figures where required for
consistency with the current year’s presentation;
are presented in Australian dollars with all amounts
rounded off to the nearest one hundred thousand dollars,
unless otherwise stated, in accordance with ASIC Class
Order 98/100.
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.
72
Boral Limited Annual Report 2015
In particular, information about significant areas of estimation,
uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the
amount recognised in the financial statements relate to the
following areas:
• Goodwill and intangibles: Judgements are made with
respect to identifying and valuing intangible assets on
acquisition of new businesses. The Group determines
whether goodwill and intangibles with indefinite useful lives
are impaired at each balance date. These calculations
involve an estimation of the recoverable amount of a cash
generating unit to which goodwill and intangibles with
indefinite useful lives are allocated.
• Provision for restoration and environmental
rehabilitation: Restoration and environmental rehabilitation
costs are part of the Group’s operations where natural
resources are extracted. Provisions represent estimates of
future costs associated with closure and rehabilitation of
various sites. The provision calculation requires assumptions
on closure dates, application of environmental legislation,
available technologies and consultant cost estimates.
The ultimate costs remain uncertain and costs may vary
in response to a number of factors including changes to
relevant legislation and ultimate use of the site.
Income taxes: The Group is subject to income taxes in
Australia and other jurisdictions in which Boral operates.
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: The Group has consistently
applied the accounting policies set out in this note to all periods
presented in the consolidated financial statements.
The Group has adopted all new and amended Australian
Accounting Standards and Australian Accounting Standards
Board (AASB) interpretations that are mandatory for the current
reporting period and relevant to the Group.
Adoption of these standards has not resulted in any material
changes to the Group’s financial statements.
1. Significant accounting policies (continued)
New accounting standards and interpretations not yet
adopted: The Group has not adopted the following new
accounting standards which are available for early adoption for
periods beginning after 1 July 2014:
• AASB 9 Financial Instruments
• AASB 15 Revenue from Contracts with Customers
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.
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.
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 receive payment is established.
Boral Limited Annual Report 2015 73
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies (continued)
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 of 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.
F. Goods and services tax
Revenues, expenses and assets are recognised net of goods
and services tax (GST), except where the 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 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.
74
Boral Limited Annual Report 2015
G. Net financing costs
Financing costs include interest payable on borrowings calculated
using the effective interest rate method, finance charges in
respect of finance leases, exchange differences arising from
foreign currency borrowings to the extent that they are regarded
as an adjustment to interest costs and differences relating to the
unwinding of the discount of assets and liabilities measured at
amortised cost.
Financing costs are recognised as an expense in the period in
which they are incurred, unless they relate to a qualifying asset.
Financing costs incurred for the construction of any qualifying
asset are capitalised during the period of time that is required to
complete and prepare the asset for its intended use or sale.
Financial income is recognised as it accrues taking into account
the effective yield on the financial asset.
H. Foreign currencies
Transactions: Transactions in foreign currencies are translated
at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
at the balance sheet date are translated to Australian dollars at
the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the Income
Statement. Non-monetary assets and liabilities that are measured
in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction.
Translation: The financial statements of foreign operations are
translated to Australian dollars as follows:
•
•
•
assets (including goodwill) and liabilities for each balance
sheet are translated at the closing rate at the date of that
balance sheet;
all resulting exchange differences are recognised as a
separate component of equity (foreign currency translation
reserve); and
income and expenses for each Income Statement are
translated at average exchange rates approximating the
rates prevailing on the transaction dates.
On consolidation, exchange differences arising from the
translation of any net investment in foreign entities, and of
borrowings and other currency instruments designated as
hedges of such investments, are taken to 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. See note 9 for a description of the Group’s allowance
for impairment policy on Trade receivables.
1. Significant accounting policies (continued)
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.
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.
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.
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.
The amortisation methods and rates used by the Group are
disclosed in note 13.
N. 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.
Boral Limited Annual Report 2015 75
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
1. Significant accounting policies (continued)
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.
The depreciation methods and rates used by the Group are
disclosed in note 12.
O. Trade Creditors
Trade creditors and other creditors 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.
P. 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.
Q. 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.
That benefit is discounted to determine its present value.
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.
R. 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.
76
Boral Limited Annual Report 2015
1. Significant accounting policies (continued)
S. Derivative financial instruments
The Group is exposed to changes in interest rates, foreign
exchange rates and commodity prices from its activities. The
Group uses the following derivative financial instruments to hedge
these risks: interest rate swaps, forward rate agreements, interest
rate options, forward foreign exchange contracts and futures
commodity fixed price swap contracts.
The Group does not enter into derivative financial instrument
transactions for trading purposes. However, financial instruments
entered into to hedge an underlying exposure which does
not qualify for hedge accounting are accounted for as
trading instruments.
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and are subsequently
remeasured to their fair value. The method of recognising the
resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the
item being hedged. The Group designates certain derivatives as
either; hedges of the fair value of recognised assets or liabilities or
a firm commitment (fair value hedge), hedges of highly probable
forecast transactions (cash flow hedge), and hedges of net
investment in foreign operations.
The Group documents at the inception of the transaction
the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy
for undertaking various hedge transactions. The Group also
documents its assessment, both at hedge inception and on
an ongoing basis, of whether the derivatives that are used in
hedging transactions have been and will continue to be highly
effective in offsetting changes in fair values of cash flows or
hedged items.
Fair value hedge: Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are recorded in the
Income Statement, together with any changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk.
Cash flow hedge: The effective portion of changes in the fair
value of derivatives that are designated and qualify as cash flow
hedges is recognised in equity in the hedging reserve. The gain or
loss relating to the ineffective portion is recognised immediately in
the Income Statement.
Amounts accumulated in equity are recycled in the Income
Statement in the periods when the hedged item will affect profit
or loss. However, when the forecast transaction that is hedged
results in the recognition of a non-financial asset or a non-
financial liability, the gains and losses previously deferred in equity
are transferred from equity and included in the measurement of
the initial cost and carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or
when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains
in equity and is recognised when the forecast transaction is
ultimately recognised in the Income Statement. When a forecast
transaction is no longer expected to occur, the cumulative gain or
loss that was reported in equity is immediately transferred to the
Income Statement.
Hedge of net investment in 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.
Boral Limited Annual Report 2015 77
FINANCIAL
STATEMENTS
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 (comprising West Coast bricks, East Coast bricks up to 30 April 2015
and Boral CSR bricks joint venture from 1 May 2015), roofing and masonry, and timber
products.
Australian and Asian plasterboard (100% interest).
50/50 joint venture between USG Corporation and Boral Limited responsible for the
manufacture and sale of plasterboard and associated products.
Bricks, cultured stone, trim, roof tiles, fly ash, concrete and quarries.
None (2014: Windows).
Non-trading operations and unallocated corporate costs.
* The results of the East Coast bricks operations for the current and prior year comparative periods and the Boral Gypsum operations for the prior year comparative period are shown as
part of “Discontinued Operations” in the Income Statement.
During financial year ended 2014, 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 deconsolidated its existing Australian and Asian subsidiaries, and 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 and have been shown in the Boral Gypsum Joint Venture segment. Refer to note 11 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
Note
External revenue
Less: Revenue from discontinued operations
Revenue from continuing operations
Profit before tax
Profit before net financing costs and income tax expense from reportable segments
Profit before net financing costs and income tax expense from
discontinued operations
Profit before net financing costs and income tax expense from continuing operations
Net financing costs from continuing operations
Profit before tax from continuing operations
5
5
CONSOLIDATED
2015
$ millions
4,414.7
(117.1)
4,297.6
358.6
(6.4)
352.2
(63.7)
288.5
2014
$ millions
5,203.9
(878.2)
4,325.7
251.3
(92.4)
158.9
(64.4)
94.5
78
Boral Limited Annual Report 2015
2. Segments (continued)
Construction Materials & Cement
Building Products*
Boral Gypsum*
Boral USA
Discontinued Operations
TOTAL REVENUE
INTERNAL REVENUE
EXTERNAL REVENUE
2015
$ millions
3,110.9
485.4
–
840.1
–
2014
$ millions
3,310.4
488.0
691.3
681.7
57.5
4,436.4
5,228.9
OPERATING PROFIT
(EXC EQUITY
ACCOUNTED INCOME)
2015
$ millions
2014
$ millions
2015
$ millions
3,090.7
485.4
–
838.6
–
2014
$ millions
3,287.1
487.1
691.3
680.9
57.5
23.3
0.9
–
0.8
–
25.0
4,414.7
5,203.9
20.2
–
–
1.5
–
21.7
EQUITY ACCOUNTED
INCOME
PROFIT BEFORE NET
FINANCING COSTS AND
INCOME TAX EXPENSE
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
Construction Materials & Cement
Building Products*
Boral Gypsum*
Boral Gypsum Joint Venture
Boral USA
Discontinued Operations
Unallocated
Significant items (refer to note 4)
276.2
28.0
–
–
6.2
–
(28.8)
281.6
8.3
289.9
245.3
8.2
61.5
–
(38.3)
(0.5)
(29.0)
247.2
(39.1)
208.1
25.2
1.5
–
48.7
(0.3)
–
–
75.1
(6.4)
68.7
31.3
–
5.9
10.1
(0.3)
–
–
47.0
(3.8)
43.2
301.4
29.5
–
48.7
5.9
–
(28.8)
356.7
1.9
358.6
SEGMENT ASSETS
(EXC EQUITY ACCOUNTED
INVESTMENTS)
EQUITY ACCOUNTED
INVESTMENTS
TOTAL ASSETS
Construction Materials & Cement
Building Products*
Boral Gypsum Joint Venture
Boral USA
Unallocated
Cash and cash equivalents
Tax assets
2015
$ millions
2,629.9
321.0
–
1,010.6
106.4
4,067.9
505.8
243.6
4,817.3
2,762.6
515.1
–
813.3
79.0
4,170.0
383.2
154.1
4,707.3
2014
$ millions
2015
$ millions
2014
$ millions
13.7
83.9
950.5
–
–
19.0
–
832.8
–
–
1,048.1
851.8
–
–
–
–
2015
$ millions
2,643.6
404.9
950.5
1,010.6
106.4
5,116.0
505.8
243.6
1,048.1
851.8
5,865.4
5,559.1
* The results of the East Coast Bricks operations for the current and prior year comparative periods and the Boral Gypsum operations for the prior year comparative period are shown
as part of “Discontinued Operations” in the Income Statement.
Boral Limited Annual Report 2015 79
276.6
8.2
67.4
10.1
(38.6)
(0.5)
(29.0)
294.2
(42.9)
251.3
2014
$ millions
2,781.6
515.1
832.8
813.3
79.0
5,021.8
383.2
154.1
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
2. Segments (continued)
LIABILITIES
ACQUISITION OF
SEGMENT ASSETS**
DEPRECIATION AND
AMORTISATION
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
168.2
21.1
29.1
41.7
0.6
0.7
183.9
20.2
–
44.3
–
0.4
248.8
261.4
–
–
–
–
Construction Materials & Cement
Building Products*
Boral Gypsum*
Boral USA
Discontinued Operations
Unallocated
Loans and borrowings
Tax liabilities
557.9
76.7
–
183.7
–
105.6
923.9
1,322.6
94.8
2,341.3
610.0
106.2
–
149.0
–
154.5
1,019.7
1,101.5
89.8
2,211.0
189.1
13.9
–
45.9
–
1.0
249.9
–
–
211.9
13.9
10.2
29.5
0.5
2.2
268.2
–
–
249.9
268.2
248.8
261.4
* The results of the East Coast Bricks operations for the current and prior year comparative periods and the Boral Gypsum operations for the prior year comparative period are shown
as part of “Discontinued Operations” in the Income Statement.
** Excludes amounts attributable to the acquisition of controlled entities and businesses.
Geographical information
For the year ended 30 June 2015, the Group’s trading revenue from external customers in Australia amounted to $3,576.1 million
(2014: $4,010.5 million), with nil (2014: $455.0 million) from the Plasterboard Asia operations, $838.6 million (2014: $680.9 million)
relating to operations in the USA and nil (2014: $57.5 million) relating to other operations. The Group’s non-current assets (excluding
deferred tax assets and other financial assets) in Australia amounted to $2,509.3 million (2014: $2,602.3 million), with $646.5 million
(2014: $537.9 million) in Asia and $695.0 million (2014: $577.9 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
Net foreign exchange gain
Other income
Other income from continuing operations
OTHER EXPENSES FROM CONTINUING OPERATIONS
Significant items
Net foreign exchange loss
Other expenses from continuing operations
80
Boral Limited Annual Report 2015
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
4,217.0
80.6
4,297.6
4,237.4
88.3
4,325.7
4
4
116.7
41.0
5.7
2.9
166.3
103.5
–
103.5
–
14.5
–
6.9
21.4
59.8
2.9
62.7
3. Profit for the period (continued)
For the year ended 30 June
NET FINANCING COSTS FROM CONTINUING OPERATIONS
Interest income received or receivable from:
Associated entities
Other parties (cash at bank and bank short-term deposits)
Unwinding of discount
Significant item – interest recoveries
Interest expense paid or payable to:
Other parties (bank overdrafts, bank loans and other loans)*
Finance charges on capitalised leases
Unwinding of discount
Net financing costs from continuing operations
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
4
0.1
9.6
3.1
–
12.8
72.7
0.7
3.1
76.5
(63.7)
–
3.1
0.9
16.3
20.3
80.6
0.8
3.3
84.7
(64.4)
*
In addition, in FY2014, interest of $4.7 million was paid to other parties and capitalised in respect of qualifying assets. The capitalisation rate used was 6.0%.
OTHER CHARGES
Employee benefits expense*
Operating lease rental charges
Bad and doubtful debts expense
Depreciation and amortisation expense
946.8
75.5
2.4
248.8
1,060.5
96.2
9.6
261.4
* Employee benefits expense includes salaries and wages, defined contribution expenses together with share-based payments and other entitlements.
Boral Limited Annual Report 2015 81
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
4. Significant items
2015 Significant items
Net profit includes the following items whose disclosure is relevant in explaining the financial performance of the Group:
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Note
Total
$ millions
Gain on disposal of Western Landfill
Impairment of Building Products businesses
Construction Materials & Cement restructure
Loss on disposal of East Coast Bricks
Boral CSR Bricks Joint Venture restructure
Other
Other
Continuing
Continuing
Continuing
Discontinued
Continuing
Continuing
Discontinued
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vi)
–
(70.1)
(13.3)
–
–
–
–
–
115.0
(2.5)
(17.6)
–
(6.4)
–
–
–
–
(1.7)
–
1.7
(3.2)
111.8
115.0
(72.6)
(30.9)
(1.7)
(6.4)
1.7
(3.2)
1.9
(83.4)
(26.5)
Continuing operations
Other income
Other expense
Share of equity accounted income
Discontinued operations
Summary of significant items from continuing operations
Profit/(loss) before interest and tax
Income tax benefit/(expense)
Net significant items from continuing operations
Summary of significant items from discontinued operations
Loss before interest and tax
Income tax benefit*
Net significant items from discontinued operations
Summary of significant items
Profit/(loss) before interest and tax
Income tax benefit/(expense)
Net significant items
*
Includes tax benefits attributable to tax losses recovered from previous sale transactions.
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Note
Total
$ millions
3
3
11
5
–
(83.4)
–
–
(83.4)
–
116.7
(20.1)
(6.4)
–
(26.5)
–
–
(4.9)
111.8
116.7
(103.5)
(6.4)
(4.9)
1.9
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Total
$ millions
(83.4)
25.0
(58.4)
–
–
–
(83.4)
25.0
(58.4)
(26.5)
6.0
(20.5)
–
–
–
(26.5)
6.0
(20.5)
116.7
(36.4)
80.3
(4.9)
11.3
6.4
111.8
(25.1)
86.7
6.8
(5.4)
1.4
(4.9)
11.3
6.4
1.9
5.9
7.8
82
Boral Limited Annual Report 2015
4. Significant items (continued)
2015 Significant items (continued)
(i) Gain on disposal of Western Landfill
In February 2015, the Group sold its Western Landfill business for net cash proceeds of $139.0 million, and generated a profit before
tax of $115.0 million.
(ii) Impairment of Building Products businesses
Our ongoing review of the Building Products segment has resulted in impairments of Building Products assets reflecting current results
and forecasts. A value in use methodology was used to determine the recoverable amount of the West Coast Bricks and Roofing and
Masonry businesses, leading to an impairment of $31.3 million for West Coast Bricks and $29.9 million for Roofing and Masonry.
A pre-tax discount rate of 15% was used in the value in use model.
In the Hardwood business, a structural improvement program has been implemented to improve operational efficiency and restructure
its warehousing and distribution network, which has led to an asset impairment of $8.9 million and restructuring costs of $2.5 million
being incurred.
(iii) Construction Materials & Cement restructure
In response to current market conditions, a review of the asset portfolio of Construction Materials has been performed resulting in
impairment costs of $13.3 million and restructuring costs of $7.6 million being incurred in the second half of the year. This related to
the mothballing and closure of a number of operating sites, predominantly in Queensland, as well as make safe demolition costs at the
Waurn Ponds clinker manufacturing facility. In addition, restructuring costs in the first half of $10.0 million were incurred to streamline
the division and align with current market conditions.
(iv) Loss on disposal of East Coast Bricks
During the period, the Group received clearance by the Australian Competition and Consumer Commission for the East Coast Bricks
business to enter into a joint venture with CSR Limited. On disposal of its interest, Boral deconsolidated its existing East Coast Bricks
business and recognised an equity accounted investment in respect of its 40% shareholding in the Boral CSR Bricks Joint Venture.
This resulted in a net loss of $1.7 million.
(v) Boral CSR Bricks Joint Venture restructure
Following formation of the Boral CSR Bricks Joint Venture, the joint venture incurred restructuring and stamp duty costs of $6.4 million
(Boral’s share) in order to realise overhead savings from consolidation of management structures and efficiency gains in sales and
administration functions.
(vi) Other
Other items include the gain on disposal of the Oklahoma Quarries business of $1.7 million, and a loss of $3.2 million as a result of
finalisation of completion adjustments associated with the disposal of the Gypsum shareholding.
Boral Limited Annual Report 2015 83
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
4. Significant items (continued)
2014 Significant items
Net profit includes the following items whose disclosure is relevant in explaining the financial performance of the Group:
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Note
Other
$ millions
Total
$ millions
Construction Materials & Cement restructure Continuing
USA restructure
Continuing
Gain on disposal of Gypsum shareholding
Discontinued
Boral Gypsum Joint Venture restructure
Continuing
Proposed East Coast Bricks
Joint Venture costs
Interest recoveries
Impact of change in fair valuation
of financial instruments
Discontinued
Continuing
Continuing
Loss on disposal of Windows business
Discontinued
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(9.1)
(22.0)
–
–
–
–
–
–
(21.8)
(8.2)
–
(3.8)
(2.0)
–
–
–
(31.1)
(35.8)
–
–
26.4
–
–
–
–
(3.7)
22.7
–
–
–
–
–
16.3
1.3
–
17.6
(30.9)
(30.2)
26.4
(3.8)
(2.0)
16.3
1.3
(3.7)
(26.6)
Continuing operations
Other expense
Share of equity accounted income
Interest income
Discontinued operations
Summary of significant items from continuing operations
Profit/(loss) before interest and tax
Interest recoveries
Profit/(loss) before tax
Income tax benefit
Net significant items from continuing operations
Summary of significant items from discontinued operations
Profit/(loss) before interest and tax
Income tax benefit
Net significant items from discontinued operations
Summary of significant items
Profit/(loss) before interest and tax
Interest recoveries
Profit/(loss) before tax
Income tax benefit
Net significant items
84
Boral Limited Annual Report 2015
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Note
Other
$ millions
Total
$ millions
3
11
3
5
(31.1)
–
–
–
(31.1)
(30.0)
(3.8)
–
(2.0)
(35.8)
–
–
–
22.7
22.7
1.3
–
16.3
–
17.6
(59.8)
(3.8)
16.3
20.7
(26.6)
Asset
impairment
$ millions
Redundancies
& Restructure
$ millions
Sale of
Business
$ millions
Other
$ millions
Total
$ millions
(31.1)
–
(31.1)
11.7
(19.4)
–
–
–
(31.1)
–
(31.1)
11.7
(19.4)
(33.8)
–
(33.8)
9.9
(23.9)
(2.0)
–
(2.0)
(35.8)
–
(35.8)
9.9
(25.9)
–
–
–
–
–
22.7
3.8
26.5
22.7
–
22.7
3.8
26.5
1.3
16.3
17.6
3.1
20.7
–
–
–
1.3
16.3
17.6
3.1
20.7
(63.6)
16.3
(47.3)
24.7
(22.6)
20.7
3.8
24.5
(42.9)
16.3
(26.6)
28.5
1.9
4. Significant items (continued)
2014 Significant items (continued)
(i) Construction Materials & Cement restructure
In June 2014, 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.
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.
(ii) USA restructure
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.
(iii) 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.
(iv) Boral Gypsum Joint Venture restructure
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.
(v) Proposed East Coast Bricks Joint Venture costs
These relate to costs associated with the potential joint venture of the Group’s East Coast Bricks operations with CSR, which at the
time was subject to clearance by the Australian Competition and Consumer Commission.
(vi) Interest recoveries
Interest received on resolution of outstanding taxation matters.
Asset Impairment
Property, plant and equipment
Other assets
Inventory
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
2015
$ millions
2014
$ millions
(74.2)
–
(9.2)
(83.4)
(21.3)
(0.9)
(8.9)
(31.1)
CONSOLIDATED
2015
$ millions
2014
$ millions
84.1
(79.0)
–
–
1.7
(4.9)
–
1.9
(30.9)
–
26.4
(3.8)
(30.2)
(3.7)
(0.7)
(42.9)
Boral Limited Annual Report 2015 85
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
5. Discontinued operations, assets held for sale and business disposals
During the year, the Group completed the divestment of a 60% interest in its East Coast bricks business as at 30 April 2015. As this
is a separate major line of business, the earnings for the current and comparative period have been reclassified to “Discontinued
Operations” in the Income Statement.
The Group also recorded various significant items in relation to discontinued operations. (Refer to note 4).
Prior year comparatives also include the discontinued operations relating to the former Boral Gypsum and Windows businesses,
which were disposed of during financial year ended 30 June 2014.
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
4
4
6
117.1
(105.8)
–
11.3
–
(4.9)
6.4
–
6.4
7.2
13.6
878.2
(812.4)
5.9
71.7
(2.0)
22.7
92.4
(2.4)
90.0
(19.9)
70.1
CONSOLIDATED
2015
$ millions
2014
$ millions
13.6
–
13.6
10.4
(3.3)
–
7.1
64.3
5.8
70.1
54.1
465.3
(6.9)
512.5
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 (loss)/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
Cash flows from discontinued operations
Net cash from operating activities
Net cash (used in)/from investing activities
Net cash used in financing activities
Net cash from discontinued operations
86
Boral Limited Annual Report 2015
5. Discontinued operations, assets held for sale and business disposals (continued)
Effect of disposal on the financial position of the Group
(i) Disposal of discontinued businesses
During the period, the Group received clearance by the Australian Competition and Consumer Commission for the East Coast
bricks business to enter into a joint venture with CSR Limited. This transaction was completed on 30 April 2015. This joint venture
is responsible for the manufacture and sale of bricks and associated products throughout the East Coast of Australia and South
Australia.
For the period 1 July 2014 to 30 April 2015, the Group held 100% interest in the East Coast bricks business, and the results were
consolidated into the Group’s financial report. On disposal Boral:
• deconsolidated its existing East Coast bricks business; and
•
recognised an equity accounted investment in respect of its 40% shareholding in the Boral CSR Bricks Joint Venture.
The transaction completed on 30 April 2015, resulting in the following disposal entries.
Prior year comparatives also include the disposal entries relating to the former Boral Gypsum and Windows businesses.
Fair value of interest in new Joint Venture
Cash consideration
Contingent consideration
Less: Transaction costs
Total consideration
Cash
Receivables
Inventories
Investments accounted for using the equity method
Property, plant and equipment
Intangible assets
Other assets
Payables
Loans and borrowings
Current tax liabilities
Deferred taxes
Provisions
Net assets disposed
Foreign currency translation reserve transferred to net profit on disposal of controlled entities
Non-controlling interest disposed
Gain/(loss) on disposal of discontinued operations before income tax expense
Cash consideration
Less: Transaction costs
Cash consideration net of transaction costs
Less: Cash and cash equivalents disposed
Consideration (net of transaction costs and cash and cash equivalents disposed)
CONSOLIDATED
2015
$ millions
100.8
–
–
(2.2)
98.6
–
(20.4)
(30.3)
–
(65.6)
–
(0.3)
11.3
–
–
–
5.0
(100.3)
–
–
(1.7)
–
(2.2)
(2.2)
–
(2.2)
2014
$ millions
846.7
581.1
43.5
(24.9)
1,446.4
(79.1)
(213.0)
(91.4)
(14.7)
(792.5)
(668.8)
(4.4)
144.0
55.0
2.6
23.0
40.9
(1,598.4)
146.5
28.2
22.7
581.1
(24.9)
556.2
(79.1)
477.1
Boral Limited Annual Report 2015 87
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
5. Discontinued operations, assets held for sale and business disposals (continued)
Effect of disposal on the financial position of the Group (continued)
(ii) Disposal of other businesses
In January 2015, the Group sold its Oklahoma Quarries business for net cash proceeds of $12.4 million and generated a profit before
tax of $1.7 million.
In February 2015, the Group sold its Western Landfill business for net cash proceeds of $139.0 million, and generated a profit before
tax of $115.0 million.
The disposal of the Western Landfill and Oklahoma Quarries businesses were not recorded as a discontinued operation as they were
not a separate major line of business of the Group.
Summary of cash consideration (after transaction costs)
Boral Limited and CSR Limited Joint Venture
Western Landfill
Oklahoma Quarries
Boral Limited and USG Corporation Gypsum Joint Venture
Windows
Less: Cash and cash equivalents disposed
Total
CONSOLIDATED
2015
$ millions
2014
$ millions
(2.2)
139.0
12.4
–
–
149.2
–
149.2
–
–
–
539.7
16.5
556.2
(79.1)
477.1
88
Boral Limited Annual Report 2015
6. Income tax expense
For the year ended 30 June
(i)
Income tax expense
Current income tax expense
Deferred income tax benefit
Over provision for tax in previous years
Income tax expense attributable to profit
(ii) Reconciliation of income tax expense to prima facie tax
Income tax expense on profit:
–
–
at Australian tax rate 30% (2014: 30%)
adjustment for difference between Australian and overseas tax rates
Income tax expense 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 losses from prior year’s brought to account
Non-assessable gains relating to significant items
Share of associates’ net profit and franked dividends (excluding significant
items)
Other items
Income tax expense on profit
Over provision for tax in previous years
Income tax expense attributable to profit
Income tax expense/(benefit) from continuing operations
Income tax expense excluding significant items
Income tax expense/(benefit) relating to significant items
Income tax expense/(benefit) from discontinued operations
Income tax expense excluding significant items
Income tax benefit relating to significant items
(iii) Tax amounts recognised directly in equity
The following tax amounts were charged/(credited) directly to equity during the year
in respect of:
Net exchange differences taken to equity
Fair value adjustment on cash flow hedges
Recognised in comprehensive income
4
4
5
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
55.4
(13.7)
(3.8)
37.9
88.5
(0.4)
88.1
0.5
0.9
(27.0)
–
(20.7)
(0.1)
41.7
(3.8)
37.9
39.7
5.4
45.1
4.1
(11.3)
(7.2)
37.9
(47.7)
2.6
(45.1)
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
13.1
(24.7)
(11.6)
23.7
(3.8)
19.9
8.3
(4.2)
(3.1)
(7.3)
Boral Limited Annual Report 2015 89
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
7. Dividends
Dividends recognised by the Group are:
2015
2014 final – ordinary
2015 interim – ordinary
Total
2014
2013 final – ordinary
2014 interim – ordinary
Total
Amount per share
Total amount
$ millions
Franked amount
per share
Date of payment
8.0 cents
8.5 cents
6.0 cents
7.0 cents
62.6
66.5
129.1
46.4
54.5
100.9
8.0 cents
8.5 cents
26 September 2014
13 March 2015
6.0 cents
7.0 cents
27 September 2013
24 March 2014
Subsequent event
Since the end of the financial year, the Directors declared the following dividend:
2015 final – ordinary
9.5 cents
72.6
9.5 cents
28 September 2015
The financial effect of the final dividend for the year ended 30 June 2015 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 2015 is $77.3 million (2014: $65.8 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 $31.1 million (2014: $26.8 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.
90
Boral Limited Annual Report 2015
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.
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
CONSOLIDATED
2015
2014
780,336,204
778,940,970
8,327,214
7,225,673
788,663,418
786,166,643
Basic earnings per share
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to members of the parent entity, by the weighted
average number of ordinary shares of Boral Limited, adjusted for any bonus issue.
Diluted earnings per share
Diluted EPS is calculated by dividing the net profit attributable to members of the parent entity, by the weighted average number of
ordinary shares after adjustment for the effects of all dilutive potential ordinary shares and bonus issue.
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
2015
$ millions
2015
$ millions
2015
$ millions
2014
$ millions
2014
$ millions
2014
$ millions
Earnings reconciliation
Net profit before significant items
Loss/(profit) attributable to non-
controlling interests
Net profit attributable to
members of the parent entity
excluding significant items
Net significant items (refer note 4)
Net profit attributable to
members of the parent entity
Basic earnings per share*
Diluted earnings per share*
Basic earnings per share
(excluding significant items)*
Diluted earnings per share
(excluding significant items)*
* Numbers may not add due to rounding
242.0
–
242.0
1.4
243.4
31.2c
30.9c
31.0c
30.7c
7.2
–
7.2
6.4
13.6
1.7c
1.7c
0.9c
0.9c
249.2
–
249.2
7.8
257.0
32.9c
32.6c
31.9c
31.6c
128.7
2.9
131.6
(22.6)
109.0
14.0c
13.9c
16.9c
16.7c
45.6
(5.8)
39.8
24.5
64.3
8.3c
8.2c
5.1c
5.1c
174.3
(2.9)
171.4
1.9
173.3
22.2c
22.0c
22.0c
21.8c
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options and performance
rights was based on quoted market prices for the period that the options were outstanding.
Boral Limited Annual Report 2015 91
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
9. Receivables
Current
Trade receivables
Associated entities
Less: Allowance for impairment
Other receivables
Less: Allowance for impairment
CONSOLIDATED
2015
$ millions
2014
$ millions
603.3
0.4
603.7
(13.8)
589.9
70.0
(0.1)
69.9
659.8
651.7
4.1
655.8
(14.4)
641.4
67.7
(0.3)
67.4
708.8
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 $50.5 million (2014: $57.9 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
46.9
3.6
51.0
6.9
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 amount of allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows,
which is recognised in the Income Statement.
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
No amounts owing by associates or included in other receivables were past due as at 30 June 2015.
(14.4)
4.0
(2.4)
0.5
(1.5)
(13.8)
21.0
54.4
75.4
(15.6)
6.9
(9.6)
4.0
(0.1)
(14.4)
–
54.5
54.5
92
Boral Limited Annual Report 2015
10. 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
2015
$ millions
2014
$ millions
145.7
53.9
330.9
7.3
537.8
21.6
6.2
22.7
28.9
159.4
53.7
307.5
7.5
528.1
21.1
11.1
17.5
28.6
11. Investments accounted for using the equity method
CONSOLIDATED
OWNERSHIP
INTEREST
INVESTMENT
CARRYING AMOUNT
Name
Principal activity
Country of
incorporation
Balance
date
2015
%
2014
%
2015
$ millions
2014
$ millions
Details of equity accounted investments
Bitumen Importers Australia Pty Ltd
Bitumen importer
Australia
Caribbean Roof Tile Company Limited
Roof tiles
Boral CSR Bricks Pty Limited*
Bricks
Trinidad
Australia
Flyash Australia Pty Ltd
Fly ash collection
Australia
Highland Pine Products Pty Ltd
Timber
Penrith Lakes Development Corporation Ltd Quarrying
South East Asphalt Pty Ltd
Sunstate Cement Ltd
USG Boral Building Products**
Asphalt
Cement
manufacturer
Plasterboard
Australia
Australia
Australia
Australia
Australia/
Singapore
30-Jun
31-Dec
31-Mar
31-Dec
30-Jun
30-Jun
30-Jun
30-Jun
30-Jun
US Tile LLC
TOTAL
Roof tiles
USA
31-Dec
50
50
40
50
50
40
50
50
50
50
50
50
–
50
50
40
50
50
50
50
0.2
–
83.9
2.1
–
–
0.8
10.6
–
–
–
1.9
–
–
0.7
16.4
950.5
832.8
–
–
1,048.1
851.8
* The Group has a 40% interest in the Boral CSR Bricks Pty Limited joint venture. The results were equity accounted from 1 May 2015 when the joint venture was formed.
** The Group has a 50% interest in the Gypsum 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.
Boral Limited Annual Report 2015 93
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
11. Investments accounted for using the equity method (continued)
CONSOLIDATED
Note
2015
$ millions
2014
$ millions
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
4
Dividends received
Results recognised against losses previously taken to non-current
receivables/provisions
Share of movement in currency reserve
Net foreign currency exchange differences
Balance at the end of the year
851.8
88.9
–
75.1
(6.4)
(41.2)
(11.4)
(29.9)
121.2
1,048.1
34.6
846.7
(14.7)
47.0
(3.8)
(18.6)
(19.3)
6.7
(26.8)
851.8
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.
USG Boral Building Products
Total
Note
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
Summarised Income Statement at 100%
Revenue
Profit before income tax expense
Income tax expense
Non-controlling interest
Net profit before significant items
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
Restructure costs disclosed as significant item
4
Net profit – equity accounted relating to continuing
operations
1,268.0
400.1
1,641.3
140.7
(36.0)
(7.3)
97.4
–
97.4
48.7
–
48.7
33.7
(11.5)
(2.0)
20.2
(7.6)
12.6
10.1
(3.8)
6.3
194.5
(46.5)
(7.3)
140.7
(16.0)
124.7
75.1
(6.4)
68.7
630.4
136.1
(42.2)
(2.0)
91.9
(7.6)
84.3
41.1
(3.8)
37.3
94
Boral Limited Annual Report 2015
11. Investments accounted for using the equity method (continued)
Summarised Balance Sheet at 100%
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Non-controlling interest
Net assets
USG Boral Building Products
Total
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
522.9
1,903.8
2,426.7
(300.0)
(101.8)
(401.8)
(124.0)
1,900.9
459.3
1,614.1
2,073.4
(260.5)
(71.8)
(332.3)
(75.4)
1,665.7
708.8
2,230.2
2,939.0
(393.1)
(283.7)
(676.8)
(124.0)
2,138.2
523.1
1,805.8
2,328.9
(339.3)
(210.6)
(549.9)
(75.4)
1,703.6
The Group’s share of net assets based on % ownership
950.5
832.8
1,048.1
851.8
12. 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
CONSOLIDATED
2015
$ millions
2014
$ millions
1,076.4
(183.1)
893.3
284.7
(121.5)
163.2
4,033.5
(2,645.0)
1,388.5
5.9
(2.5)
3.4
1,391.9
2,448.4
1,072.6
(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
1,483.6
2,561.9
Boral Limited Annual Report 2015 95
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
12. Property, plant and equipment (continued)
Reconciliation of movements in property, plant and equipment
Land and buildings
Mineral reserves, licences
and quarry stripping
Plant and equipment
Total
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
916.7
1,244.3
161.6
161.9
1,483.6
1,971.9
2,561.9
3,378.1
0.3
(18.9)
(55.4)
4.2
(7.6)
(366.4)
28.0
–
(9.1)
37.0
68.3
–
(15.2)
(8.5)
(1.6)
21.1
–
(4.6)
–
–
215.3
(7.3)
(43.0)
241.8
(5.8)
(421.5)
243.6
(26.2)
(107.5)
267.1
(13.4)
(792.5)
(37.0)
(68.3)
–
–
(57.4)
(12.8)
(74.2)
(21.3)
(1.7)
–
(0.3)
1.3
(1.3)
0.3
(3.3)
1.6
(15.9)
(17.8)
(20.3)
(17.7)
(209.9)
(222.7)
(246.1)
(258.2)
46.4
0.2
4.9
(0.4)
48.9
0.7
100.2
0.5
893.3
916.7
163.2
161.6
1,391.9
1,483.6
2,448.4
2,561.9
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
Balance at the end of
the year
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
Plant and equipment
2015
1 – 10%
1 – 5%
2014
1 – 10%
1 – 5%
5 – 33.3%
5 – 33.3%
96
Boral Limited Annual Report 2015
13. Intangible assets
Goodwill
Other intangible assets
Less: Accumulated amortisation
Total
Reconciliation of movements in goodwill
Balance at the beginning of the year
Goodwill disposed
Net foreign currency exchange differences
Balance at the end of the year
CONSOLIDATED
2015
$ millions
2014
$ millions
208.6
183.1
38.3
(19.8)
18.5
227.1
183.1
–
25.5
208.6
29.1
(16.1)
13.0
196.1
825.8
(662.6)
19.9
183.1
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:
US Bricks
Other*
* Relates to multiple business units, none of which are considered individually significant.
105.6
103.0
208.6
86.2
96.9
183.1
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
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 relate to the number of housing starts, market share and the average selling price of bricks through the forecast
period for the bricks business in the USA.
These assumptions have been determined with reference to current and historical 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 2015. Management believe 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 exceed their carrying values as at 30 June 2015. 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.
Boral Limited Annual Report 2015 97
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
13. Intangible assets (continued)
Segment summary of goodwill
Construction Materials & Cement
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
Net foreign currency exchange differences
Balance at the end of the year
CONSOLIDATED
2015
$ millions
2014
$ millions
70.2
138.4
208.6
13.0
6.3
(0.7)
–
(2.7)
2.6
18.5
70.2
112.9
183.1
24.1
1.1
(2.9)
(6.2)
(3.2)
0.1
13.0
Other intangible assets
Other intangible assets relate predominantly to brand names, technology, software development and government grant of
carbon credits.
Amortisation is charged to the Income Statement on a straight-line basis over the estimated useful lives of other intangible assets
unless such lives are indefinite. Other intangible assets with an indefinite useful life are systematically tested for impairment annually.
Where appropriate, other intangible assets are amortised from the date that they are available for use at rates from 5% to 20%.
CONSOLIDATED
2015
$ millions
2014
$ millions
0.4
1.4
1.8
1,317.1
3.7
1,320.8
214.1
1.3
215.4
881.3
4.8
886.1
14. Loans and borrowings
Current
Other loans – unsecured
Finance lease liabilities
Non-current
Other loans – unsecured
Finance lease liabilities
98
Boral Limited Annual Report 2015
14. Loans and borrowings (continued)
TERM AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
CONSOLIDATED
30 June 2015
30 June 2014
Effective
interest rate
2015
Calendar
year of
maturity
Carrying
amount
$ millions
Fair value
$ millions
Carrying
amount
$ millions
Fair value
$ millions
Currency
USD
Multi
AUD
USD
CHF
Multi
AUD
–
–
8.29% 2015 – 2016
6.07% 2015 – 2016
–
0.4
1.4
1.8
–
0.4
1.4
1.8
213.7
222.3
0.4
1.3
0.4
1.3
215.4
224.0
6.02% 2017 – 2030
1,104.9
1,152.8
2.25%
2020
208.9
222.3
8.86% 2016 – 2022
6.01% 2016 – 2020
3.3
3.7
3.3
3.7
1,320.8
1,382.1
1,322.6
1,383.9
699.7
178.1
3.5
4.8
886.1
1,101.5
745.6
184.2
3.5
4.8
938.1
1,162.1
Notional amount
US$ millions
Issue date
Interest rate
Maturity date
AUD equivalent
$ millions
53.5
30.0
76.2
200.0
276.0
135.0
41.0
24.0
835.7
05/2002
04/2008
04/2008
05/2005
04/2008
05/2015
05/2015
03/2015
7.11%
7.12%
7.22%
5.52%
7.12%
4.01%
4.16%
4.31%
05/2017
04/2018
04/2020
05/2017
04/2018
05/2025
05/2027
03/2030
69.7
39.1
99.3
281.7
360.9
171.5
52.1
30.6
1,104.9
Current
US senior notes – unsecured
Other loans – unsecured
Finance lease liabilities
Non-current
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 Limited
Boral Limited
Boral Limited
Boral Limited
Boral Limited
Total
CHF NOTES – UNSECURED
Borrower
Boral Limited
Notional amount
CHF millions
Issue date
Interest rate
Maturity date
AUD equivalent
$ millions
150.0
02/2013
2.25%
02/2020
208.9
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 as at 30 June 2015. On 1 July 2015, the Group refinanced the A$500 million multi-currency syndicated
loan facility into a US$400 million multi-currency syndicated loan facility. The maturity date of this new facility is 1 July 2020.
Bank overdraft, lease liabilities and other
The Group operates unsecured bank overdraft facility arrangements in Australia and USA that have combined limits of A$24.7 million (2014:
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 2015.
Boral Limited Annual Report 2015 99
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
15. Deferred tax assets and liabilities
Recognised deferred tax balances
Deferred tax asset
Unrecognised deferred tax assets
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
2015
$ millions
2014
$ millions
243.6
154.1
133.9
130.1
(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.
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*
Germany
United Kingdom*
United States of America*
Expiry date
No restriction
No restriction
No restriction
30 Jun 2016
United States of America
30 Jun 2029 – 30 June 2034
* Unbooked capital losses.
CONSOLIDATED
2015
$ millions
2014
$ millions
–
45.0
47.6
–
291.6
66.4
52.4
42.1
6.8
218.7
100
Boral Limited Annual Report 2015
15. Deferred tax assets and liabilities (continued)
MOVEMENT IN TEMPORARY DIFFERENCES DURING THE YEAR
As at 30 June 2015
Receivables
Inventories
Property, plant and equipment
Intangible assets
Payables
Loans and borrowings
Provisions
Other
Unrealised foreign exchange
Tax losses carried forward
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
3.0
(6.2)
(79.1)
(27.9)
6.4
(2.7)
96.6
(22.4)
(31.5)
217.9
154.1
0.3
0.7
22.0
(0.5)
(3.5)
1.2
(3.8)
8.7
(9.0)
(2.4)
13.7
–
–
–
–
–
(2.6)
–
–
47.7
–
45.1
0.2
–
(11.2)
(7.0)
–
–
(0.5)
0.3
–
48.9
30.7
3.5
(5.5)
(68.3)
(35.4)
2.9
(4.1)
92.3
(13.4)
7.2
264.4
243.6
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
Boral Limited Annual Report 2015 101
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
16. Provisions
Current
Employee benefits
Rationalisation and restructuring
Claims
Restoration and environmental rehabilitation
Other
Non-current
Employee benefits
Claims
Restoration and environmental rehabilitation
Other
CONSOLIDATED
2015
$ millions
2014
$ millions
115.9
11.2
10.7
21.5
20.0
179.3
11.9
1.2
46.8
20.8
80.7
116.3
23.8
10.4
32.4
21.5
204.4
13.5
1.1
55.9
27.3
97.8
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.
102
Boral Limited Annual Report 2015
16. Provisions (continued)
Reconciliations
As at 30 June 2015
Reconciliations
Balance at the beginning of the year
Provisions made during the year
Unwind of discount
Decrease through disposal of entity
Payments made during the year
Transferred to investments accounted for using the equity
method
Net foreign currency exchange differences
Balance at the end of the year
As at 30 June 2014
Reconciliations
Balance at the beginning of the year
Provisions made during the year
Unwind of discount
Decrease through disposal of entity
Payments made during the year
Transferred to investments accounted for using the equity
method
Net foreign currency exchange differences
Balance at the end of the year
Rationalisation
and restructuring
2015
$ millions
Claims
2015
$ millions
Restoration and
environmental
rehabilitation
2015
$ millions
Other
2015
$ millions
23.8
13.2
–
–
(27.1)
–
1.3
11.2
11.5
1.4
–
(0.3)
(1.4)
–
0.7
11.9
88.3
3.8
1.9
(9.9)
(16.0)
–
0.2
68.3
48.8
10.4
1.2
(0.3)
(17.0)
(2.4)
0.1
40.8
Rationalisation
and restructuring
2014
$ millions
Claims
2014
$ millions
Restoration and
environmental
rehabilitation
2014
$ millions
Other
2014
$ millions
13.8
20.4
–
(0.6)
(9.6)
–
(0.2)
23.8
11.8
3.0
–
(1.5)
(1.8)
–
–
88.0
6.4
2.0
–
(8.1)
–
–
11.5
88.3
57.5
15.3
0.8
(0.7)
(4.6)
(19.5)
–
48.8
Boral Limited Annual Report 2015 103
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
17. Issued capital
CONSOLIDATED
2015
$ millions
2014
$ millions
Issued and paid up capital
764,241,387 (2014: 782,736,249) ordinary shares, fully paid
2,361.6
2,477.6
Movements in ordinary issued capital
Balance at the beginning of the year
Nil (2014: 8,735,608) shares issued under the Dividend Reinvestment Plan
18,494,862 (2014: Nil) on-market share buy-back
Balance at the end of the year
2,477.6
2,433.8
–
(116.0)
2,361.6
43.8
–
2,477.6
During the year, the Company completed the buy-back of 18,494,862 shares. This is part of the Company’s on-market share
buy-back program for up to 5% of the Company’s issued capital or approximately 39 million ordinary shares from 18 March 2015 to
17 March 2016. As at 30 June 2015, the total consideration for shares bought back on market was $116.0 million and at an average
price of $6.27. The consideration paid was allocated to 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.
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.
104
Boral Limited Annual Report 2015
18. 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 gain on translation of assets and liabilities of overseas entities
Foreign currency translation reserve transferred to net profit on disposal of controlled entities
Net loss on translation of long-term borrowings and foreign currency forward contracts net of
tax benefit $47.7 million (2014: $4.2 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 (expense)/benefit
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
Balance at the end of the year
CONSOLIDATED
2015
$ millions
2014
$ millions
97.4
1.5
(6.9)
74.2
166.2
(50.0)
259.5
–
(112.1)
97.4
(4.6)
1.1
(0.3)
7.9
(2.6)
1.5
(6.9)
–
(6.9)
63.6
10.6
74.2
(50.0)
(4.6)
(6.9)
63.6
2.1
81.9
24.4
(146.5)
(9.8)
(50.0)
2.4
1.8
(5.6)
(6.3)
3.1
(4.6)
(66.3)
59.4
(6.9)
56.4
7.2
63.6
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.
Boral Limited Annual Report 2015 105
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
19. 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
2015
$ millions
2014
$ millions
13.7
–
13.7
5.0
1.3
6.3
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 from time to time, subject to various lawsuits, claims, regulatory investigations, and, on
occasion, prosecution.
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 26.
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
2015 are set out in note 30.
106
Boral Limited Annual Report 2015
20. Commitments
Capital expenditure commitments
Contracted but not provided for are payable as follows:
Not later than one year
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
2015
$ millions
2014
$ millions
9.3
11.0
1.7
4.1
5.8
(0.7)
5.1
65.3
125.5
29.2
220.0
1.6
5.3
6.9
(0.8)
6.1
67.4
134.8
35.5
237.7
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.
Boral Limited Annual Report 2015 107
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
21. Employee benefits
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.
The Group makes contributions to defined contribution plans. The amount recognised as an expense for the year ended 30 June
2015 was $44.5 million (2014: $47.8 million).
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 Remuneration 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.
Options 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 – 2015
TSR
6/11/2007
6/11/2014
$6.78
4,112,000
4,112,000
Consolidated – 2014
TSR
TSR
6/11/2006
6/11/2013
$7.27
3,584,300
6/11/2007
6/11/2014
$6.78
4,623,100
8,207,400
– (4,112,000)
– (4,112,000)
– (3,584,300)
–
–
(511,100)
(4,095,400)
–
–
–
–
–
–
–
–
–
–
–
4,112,000
3,536,320
4,112,000
3,536,320
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 Equity Plan Rules. 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 $2.82 per right, while SARs
with a ROFE target were valued at $4.91 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.
108
Boral Limited Annual Report 2015
2015
$5.45
2.56%
3.46%
25%
2014
$4.19
2.70%
3.20%
29%
21. Employee benefits (continued)
Share Acquisition Rights (continued)
Set out below are summaries of share acquisition rights granted under the plans.
Rights
Grant date
Expiry date
Consolidated – 2015
Exercise
price
Balance at
beginning of
the year
Issued
during the
year
Cancelled
during
the year
Vested and
exercised
during
the year
Balance
at end of
the year
Number
Number
Number
Number
Number
TSR
TSR
TSR
TSR
TSR
TSR
TSR
ROFE
TSR
ROFE
TSR
TSR
TSR
TSR
TSR
TSR
TSR
TSR
6/11/2007
6/11/2014
3/11/2008
3/11/2015
$0.00
$0.00
51,642
911,244
5/11/2009
5/11/2016
$0.00
1,397,351
12/11/2010
12/11/2017
$0.00
1,778,206
1/9/2011
1/9/2018
$0.00
3,243,321
1/9/2012
1/9/2019
$0.00
2,929,230
1/9/2013
1/9/2016
$0.00
2,760,235
1/9/2013
1/9/2016
$0.00
1,380,117
–
–
–
–
–
–
–
–
(51,642)
(108,905)
(151,623)
(43,715)
(680,839)
(248,414)
(305,352)
(152,676)
1/9/2014
1/9/2017
1/9/2014
1/9/2017
Deferred STI
1/9/2014
1/9/2016
Consolidated – 2014
$0.00
$0.00
$0.00
–
–
–
1,962,920
(105,005)
981,460
606,580
(52,502)
(26,893)
14,451,346
3,550,960
(1,927,566)
6/11/2006
6/11/2013
6/11/2007
6/11/2014
3/11/2008
3/11/2015
5/11/2009
5/11/2016
$0.00
$0.00
$0.00
$0.00
205,049
70,250
1,237,637
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
ROFE
1/9/2013
1/9/2016
$0.00
$0.00
–
–
2,885,300
(125,065)
1,442,650
(62,533)
12,875,487
4,327,950
(2,752,091)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
802,339
1,245,728
1,734,491
2,562,482
2,680,816
2,454,883
1,227,441
1,857,915
928,958
579,687
16,074,740
–
51,642
911,244
1,397,351
1,778,206
3,243,321
2,929,230
2,760,235
1,380,117
14,451,346
During the year ended 30 June 2015, the consolidated entity recognised an expense of $10.6 million (2014: $7.2 million) in relation to
share-based payments.
Boral Limited Annual Report 2015 109
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
22. 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.
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 at bank, on hand and bank short-term deposits
Equity securities
CONSOLIDATED
Carrying amount
2015
$ millions
Fair value
2015
$ millions
Carrying amount
2014
$ millions
Fair value
2014
$ millions
21.4
713.8
505.8
14.1
21.4
713.8
505.8
14.1
1,255.1
1,255.1
4.1
759.2
383.2
10.7
1,157.2
4.1
759.2
383.2
10.7
1,157.2
110
Boral Limited Annual Report 2015
22. Financial instruments (continued)
CREDIT RISK (continued)
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 2015
Derivative financial assets
Forward exchange contracts
designated as cash flow hedges
Interest rate swaps designated
as fair value hedges
Commodity swaps designated
as cash flow hedges
Cross currency swaps designated
as fair value hedges
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
Carrying
amount
$ millions
Fair value
$ millions
Contractual
cash flows
$ millions
6 months
or less
$ millions
6-12
months
$ millions
1-2 years
$ millions
2-5 years
$ millions
More than
5 years
$ millions
CONSOLIDATED
0.4
1.5
2.7
0.4
1.5
2.7
0.4
1.4
2.7
20.6
20.6
21.3
25.2
25.2
25.8
0.4
(1.0)
1.3
2.6
3.3
–
1.4
0.8
4.0
6.2
–
1.5
0.6
14.7
–
(0.5)
–
–
16.8
(0.5)
–
–
–
–
–
Carrying
amount
$ millions
Fair value
$ millions
Contractual
cash flows
$ millions
6 months
or less
$ millions
6-12
months
$ millions
1-2 years
$ millions
2-5 years
$ millions
More than
5 years
$ millions
CONSOLIDATED
0.7
1.2
3.3
0.7
1.2
3.3
0.6
1.2
3.4
14.8
14.8
15.2
(0.7)
0.9
1.3
0.7
1.3
0.3
2.1
2.5
–
–
–
–
–
–
–
–
–
4.8
13.5
(6.3)
20.0
20.0
20.4
2.2
6.2
4.8
13.5
(6.3)
Boral Limited Annual Report 2015 111
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
22. 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:
30 June 2015
Non-derivative financial liabilities
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
US senior notes – unsecured
1,104.9
(1,354.5)
(20.9)
(32.8)
(395.9)
(579.9)
(325.0)
CHF notes – unsecured
Other loans – unsecured
Finance lease liabilities
Trade creditors
208.9
(231.5)
3.7
5.1
(5.2)
(5.6)
–
(0.6)
(0.8)
641.5
(641.5)
(641.5)
(3.0)
(0.1)
(0.8)
–
(4.7)
(0.7)
(1.7)
(223.8)
(1.9)
(2.3)
Derivative financial liabilities
Forward exchange contracts designated as cash
flow hedges
Commodity swaps designated as cash flow hedges
Cross currency swaps designated as natural
investment hedge and cash flow hedges
Cross currency swaps designated as cash flow hedges
0.3
2.7
2.8
0.8
(0.3)
(0.1)
(0.2)
(2.8)
(2.1)
(1.8)
(2.9)
(0.8)
0.3
(0.2)
(4.0)
(0.8)
(0.2)
(0.2)
(0.4)
–
–
–
–
–
4.5
–
–
(1.9)
–
–
–
–
–
–
30 June 2014
Non-derivative financial liabilities
US senior notes – unsecured
CHF notes – unsecured
Other loans – unsecured
Finance lease liabilities
Trade creditors
Derivative financial liabilities
Foreign exchange contracts designated as cash
flow hedges
1,970.7
(2,244.3)
(668.8)
(37.6)
(407.6)
(803.4)
(326.9)
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)
–
–
–
(12.1)
(183.0)
(2.0)
(3.7)
–
–
–
(2.3)
–
–
–
–
(8.7)
4.1
1.8
(23.1)
(33.7)
(2.9)
21.3
–
(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 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)
–
1,800.9
(1,981.9)
(672.6)
(252.3)
(53.9)
(752.1)
(251.0)
112
Boral Limited Annual Report 2015
22. 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$0.5 million must be 100% hedged at the time of Capex approval.
(c) Net investments, including net intercompany loans, in overseas domiciled investments are hedged, regulatory conditions and
available hedge instruments permitting.
The Group uses forward exchange contracts to hedge foreign exchange risk. Most of the forward exchange contracts have maturities
of less than one year. Where necessary and in accordance with policy compliance, forward exchange contracts can be rolled over
at maturity.
Translation risk
The Group primarily uses external foreign currency denominated borrowings and cross currency swaps to hedge the Group’s net
investment in overseas domiciled assets. The related exchange gains/losses on foreign currency movements are taken primarily to the
Foreign Currency Translation Reserve.
The Group’s foreign currency exposure for overseas assets at balance date was as follows, based on notional amounts:
Currency
30 June 2015
Balance sheet
Net investment in overseas domiciled entities
Cash
Foreign currency borrowings
Cross currency swaps
CONSOLIDATED
USD
Euro
GBP
Multi*
Equivalent to A$ millions
874.3
8.9
(1,123.4)
281.7
41.5
1.7
–
–
–
1.7
(2.2)
646.5
–
–
–
–
–
–
(2.2)
646.5
* Exposure relates to investment in USG Boral Building Products Pte Ltd, which is denominated in multiple Asian currencies.
Boral Limited Annual Report 2015 113
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
22. Financial instruments (continued)
MARKET RISK (continued)
Translation risk (continued)
Currency
30 June 2014
Balance sheet
Net investment in overseas domiciled entities
Cash
Foreign currency borrowings
Cross currency swaps
CONSOLIDATED
USD
Euro
GBP
Multi*
Equivalent to A$ millions
484.7
0.3
(711.2)
264.8
38.6
1.7
–
–
–
1.7
(1.9)
537.9
–
–
–
–
–
–
(1.9)
537.9
* Exposure relates to investment in USG Boral Building Products Pte Ltd, which is denominated in multiple Asian currencies.
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
2015
$ millions
2014
$ millions
2015
2014
US dollars
Buy US dollars/sell Australian dollars
One year or less
Euros
Buy Euros/sell Australian dollars
One year or less
One to two years
NZD
Buy NZD/sell Australian dollars
One year or less
CNY
Buy CNY/sell Australian dollars
One year or less
51.1
39.1
0.7666
0.9108
25.1
3.5
7.7
3.8
1.8
–
–
–
0.6731
0.6588
1.1225
4.7905
0.6705
–
–
–
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, most of the Group’s US senior notes interest payables were hedged using forward exchange contracts. The
unhedged foreign currency payables and receivables were A$1.0 million at 30 June 2015 (2014: A$0.4 million). The related exchange
gains/losses on foreign currency movements are taken primarily to the Income Statement.
114
Boral Limited Annual Report 2015
22. Financial instruments (continued)
MARKET RISK (continued)
Sensitivity
At 30 June 2015, had the Australian dollar weakened/strengthened by 10% against the respective foreign currencies where all other
variables remain constant, the Group’s pre-tax change to earnings would have been a (loss)/gain respectively of around equivalent
A$0.4 million (2014: equivalent A$0.7 million) and equity would have increased/decreased respectively by around equivalent A$8.0
million (2014: equivalent A$9.7 million).
The following significant exchange rates applied during the year:
USD
Euro
GBP
NZD
Average rate
Reporting date spot rate
2015
0.8287
0.6958
0.5263
1.0803
2014
0.9141
0.6729
0.5597
1.1025
2015
0.7673
0.6872
0.4887
1.1284
2014
0.9403
0.6894
0.5526
1.0789
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
US senior notes – unsecured 1,2
CHF notes – unsecured 3
Other loans – unsecured
Finance lease liabilities
CONSOLIDATED
2015
Carrying amount
$ millions
2014
Carrying amount
$ millions
1,104.9
208.9
3.7
5.1
913.4
178.1
3.9
6.1
1,322.6
1,101.5
1. US$200 million (equivalent A$281.7 million) fixed rate senior notes due May 2017 have been swapped to AUD floating rates via cross currency swaps.
2. US$169.8 million (equivalent A$222.8 million) fixed rate senior notes due February 2020 have been swapped to USD floating rate via interest rate swaps.
3. CHF150 million (equivalent A$208.9 million) fixed rate notes due February 2020 have been swapped to USD fixed rate via cross currency swaps.
Boral Limited Annual Report 2015 115
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
22. Financial instruments (continued)
INTEREST RATE RISK (continued)
Interest rate derivatives – (asset)/liability
Pay fixed interest rate derivatives
Cross currency swap pay fixed US$ rate
Pay variable interest rate derivatives
Interest rate swap pay floating US$ LIBOR
Cross currency swap pay floating A$ BBSW
CONSOLIDATED
2015
Fair value
$ millions
2014
Fair value
$ millions
2.8
2.8
(1.5)
(19.8)
(21.3)
0.5
0.5
0.2
30.0
30.2
Sensitivity
At 30 June 2015, 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$0.4 million higher/lower (2014: A$0.7 million) and the change in equity would have been
A$0.3 million (2014: A$0.7 million) mainly as a result of a higher interest cost applying to interest rate derivatives.
INTEREST RATES USED FOR DETERMINING FAIR VALUE
Where appropriate, the Group uses BBSW, LIBOR and Treasury Bond yield curves as of 30 June 2015 plus an adequate credit spread
to discount financial instruments. The interest rates used are as follows:
Derivatives
Interest bearing loans and borrowings
Finance leases
2015
% pa
2014
% pa
2.40 – 4.00
2.35 – 4.00
2.25 – 8.94
2.25 – 8.94
5.64 – 8.49
5.64 – 8.49
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:
CONSOLIDATED
2015
$ millions
2014
$ millions
45.8
10.7
5.9
25.8
9.1
2.7
Singapore gasoil 0.05%
Natural gas (NYMEX)
Newcastle Coal
116
Boral Limited Annual Report 2015
22. Financial instruments (continued)
COMMODITY PRICE RISK (continued)
Commodities hedging activities (continued)
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
2015
$ millions
2014
$ millions
2.7
(2.7)
–
1.2
(0.5)
0.7
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 2015 (2014: Nil).
Sensitivity
At 30 June 2015, 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 (2014: unchanged) and the change in equity would have been
A$6.2 million (2014: A$3.8 million).
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting
agreements. The ISDA agreements do not meet the criteria for offsetting on the Balance Sheet.
Accordingly, derivatives have been disclosed on a gross basis on the Balance Sheet.
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
2015
$ millions
2014
$ millions
2015
$ millions
2014
$ millions
14.1
–
14.1
–
–
10.7
–
10.7
–
–
–
25.2
25.2
6.6
6.6
–
20.0
20.0
50.9
50.9
Boral Limited Annual Report 2015 117
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
23. 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
Kathyrn Fagg
John Marlay
Paul Rayner
Chairman and Non-executive Director
CEO and Managing Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director (appointed 15 September 2014)
Non-executive Director
Non-executive Director
Former Director
Mr Richard Longes held the position of Non-executive Director until 6 November 2014 on which date he retired from the Board.
EXECUTIVES
Current Executives
Al Borm
Joseph Goss
Ross Harper
David Mariner
Rosaline Ng
President and CEO Boral USA
Divisional Managing Director – Boral Construction Materials & Cement
Executive General Manager – Cement from 1 July 2014
Executive General Manager – Boral Building Products from 1 January 2015
Chief Financial Officer of Boral Limited
Former Executives
Mr Darren Schulz held the position of Executive General Manager – Boral Building Products until his resignation effective
28 November 2014.
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 2014 comparatives include key management personnel for that year.
CONSOLIDATED
2015
$’000
2014
$’000
10,888.5
252.3
–
3,251.1
81.8
9,437.4
273.9
798.6
1,526.1
52.1
14,473.7
12,088.1
118
Boral Limited Annual Report 2015
24. 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
2015
$’000
2014
$’000
1,426
358
176
19
1,979
203
445
64
55
33
800
2,779
1,519
696
127
6
2,348
119
866
28
59
144
1,216
3,564
Boral Limited Annual Report 2015 119
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
25. Acquisition/disposal of controlled entities
The following controlled entities were acquired or disposed of during the financial year ended 30 June 2015:
Entities acquired:
There were no acquisitions during the year ended 30 June 2015.
Entities deregistered:
Boral Industries Ltd (in liquidation)
Boral Building Products (NZ) Ltd (in liquidation)
Boral Finance Inc
Boral Stone LLC merged into Boral Stone Products LLC
The following controlled entities were disposed of during the financial 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
Date of loss
of control
Dec 2014
Dec 2014
Jun 2015
Jun 2015
Date of
disposal
Nov 2013
Feb 2014
Feb 2014
120
Boral Limited Annual Report 2015
26. Controlled entities
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
2015
%
Consolidated entity
2014
%
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
Boral Mecklenburger Ziegel GmbH
USA
USA
USA
USA
USA
USA
USA
USA
UK
Netherlands
Germany
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
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
100
Boral Limited Annual Report 2015 121
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
26. Controlled entities (continued)
Beneficial ownership by
Country of
incorporation
Consolidated entity
2015
%
Consolidated entity
2014
%
Boral Industries Ltd (in liquidation) **
Boral Building Products (NZ) Ltd (in liquidation) **
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 > *
122
Boral Limited Annual Report 2015
NZ
NZ
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
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
26. Controlled entities (continued)
Beneficial ownership by
Country of
incorporation
Consolidated entity
2015
%
Consolidated entity
2014
%
Boral Masonry Ltd > *
Boral Hollostone Masonry (South Aust) Pty Ltd > *
Boral Montoro Pty 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
100
> Granted relief by the Australian Securities and Investments Commission from specified accounting requirements in accordance with Class Order (refer to note 29).
* Entered into cross guarantee with Boral Limited (refer to note 30).
** Deregistered during the year.
< A Delaware general partnership.
All the shares held by Boral Limited in controlled entities are ordinary shares.
27. Related party disclosures
CONTROLLED ENTITIES
Interests held in controlled entities are set out in note 26.
ASSOCIATED ENTITIES
Interests held in associated entities are set out in note 11. 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, interest and loans. 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 2015 123
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
28. Notes to Statement of Cash Flows
For the year ended 30 June
(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 at bank and on hand
Bank short-term deposits
The bank short-term deposits mature within 90 days and pay interest at a weighted average interest rate of 2.28% (2014: 2.21%).
(ii) Reconciliation of net profit to net cash provided by operating activities:
Net profit
Adjustments for non-cash items:
Depreciation and amortisation
Discount unwinding
Gain on sale of assets and businesses
Impairment of assets, businesses and demolition costs
Share-based payment expense
Unrealised foreign exchange gains
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
Consolidated
2015
$ millions
2014
$ millions
87.9
417.9
505.8
95.6
287.6
383.2
257.0
176.2
248.8
–
(156.8)
106.7
10.6
(6.3)
(27.5)
432.5
81.3
(16.5)
(15.9)
(53.8)
(7.5)
(1.8)
418.3
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)
507.3
(iii) In June 2014, the Group paid $48.4 million in respect of the outstanding liability relating to
the acquisition of the Cultured Stone business in the USA.
(iv) Dividends paid are net of dividends reinvested under the Dividend Reinvestment Plan.
–
43.8
124
Boral Limited Annual Report 2015
29. Parent entity disclosures
RESULT OF THE PARENT ENTITY
Profit after tax
Other comprehensive income after tax
Total comprehensive income for the period
FINANCIAL POSITION OF PARENT ENTITY
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Issued capital
Reserves
Retained earnings
Total equity
BORAL LIMITED
2015
$ millions
2014
$ millions
155.7
6.4
162.1
6,989.8
543.0
7,532.8
3,142.1
1,111.6
4,253.7
3,279.1
2,361.6
75.8
841.7
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
2,477.6
58.8
812.2
3,279.1
3,348.6
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
13.7
5.0
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 26.
Parent entity capital commitments
The parent entity does not have any capital commitments for acquisition of property, plant and equipment at 30 June 2015 (2014: Nil).
Boral Limited Annual Report 2015 125
FINANCIAL
STATEMENTS
Notes to the Financial Statements
Boral Limited and Controlled Entities
30. 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 26), after eliminating all transactions between parties to the Deed.
For the year ended 30 June
STATEMENT OF COMPREHENSIVE INCOME
Continuing operations
Revenue
Profit before income tax expense
Income tax benefit
Profit from continuing operations
Discontinued operations
Profit/(loss) from discontinued operations (net of income tax)
Net profit
Other comprehensive income
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
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
Balance at the end of the year
CONSOLIDATED
2015
$ millions
2014
$ millions
3,462.6
3,661.6
94.4
(3.9)
90.5
13.6
104.1
66.7
8.7
(2.6)
176.9
176.9
–
176.9
867.8
104.1
(129.1)
842.8
137.6
11.8
149.4
17.8
167.2
(14.4)
(10.5)
3.2
145.5
145.5
–
145.5
801.5
167.2
(100.9)
867.8
126
Boral Limited Annual Report 2015
30. Deed of cross guarantee (continued)
As at 30 June
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
2015
$ millions
2014
$ millions
425.9
541.2
336.0
9.6
25.6
314.0
623.2
372.2
8.3
33.6
1,338.3
1,351.3
74.8
28.9
1,048.1
1,355.0
1,914.7
69.7
64.4
23.9
4,579.5
5,917.8
950.1
1.7
5.8
85.3
167.5
1,210.4
15.7
1,320.7
0.8
1.3
78.6
1,417.1
2,627.5
3,290.3
2,361.6
85.9
842.8
3,290.3
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
2,477.6
2.3
867.8
3,347.7
Boral Limited Annual Report 2015 127
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 65 to 127 and the Remuneration Report in the Directors’
Report, set out on pages 48 to 64, 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 2015 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 26 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 2015.
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
Chairman
Mike Kane
CEO & Managing Director
Sydney, 27 August 2015
128
Boral Limited Annual Report 2015
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 2015, 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 30 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:
(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 2015 and of its performance for the year ended on
that date; and
(ii) 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 2015. The Directors
of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of
the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with auditing standards.
Auditor’s opinion
In our opinion, the Remuneration Report of Boral Limited for the year ended 30 June 2015 complies with Section 300A of the
Corporations Act 2001.
KPMG
Kenneth Reid
Partner
Sydney, 27 August 2015
Cameron Slapp
Partner
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 2015 129
SHAREHOLDER
INFORMATION
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.
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.
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 +61 1300 730 644
Facsimile +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 FY2015 of 9.5 cents per share is expected
to be paid by Boral on 28 September 2015. 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.
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.
130
Boral Limited Annual Report 2015
Shareholder Information Boral Limited and Controlled Entities 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.
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 +61 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 2015
Substantial shareholders
Perpetual Limited, by a notice of change of interests of
substantial holder dated 2 July 2015, advised that it and its
associates were entitled to 59,458,898 ordinary shares.
Commonwealth Bank of Australia, by a notice of change of
interests of substantial holder dated 20 March 2015, advised
that it and its associates were entitled to 80,710,025
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.
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 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.
Boral Limited Annual Report 2015 131
SHAREHOLDER
SHAREHOLDER
INFORMATION
INFORMATION
Shareholder Information
Boral Limited and Controlled Entities
Distribution schedule of shareholders as at 14 August 2015
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 (77 shares)
Number of
shareholders % of ordinary shares
23,874
24,397
4,314
2,563
103
55,251
1,181
1.56
7.34
4.02
6.91
80.17
100.00
0.004
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 share buy-back
On 18 March 2015, Boral announced its intention to commence an on-market share buy-back program for up to 5% of Boral’s issued
capital or approximately 39 million ordinary shares. To date, Boral has bought back 18,494,862 ordinary shares or approximately 2.4%
of issued capital for approximately $116 million.
Twenty largest shareholders as at 14 August 2015
Ordinary shares % of ordinary shares
1 HSBC Custody Nominees (Australia) Limited
2 J P Morgan Nominees Australia Limited
3 Citicorp Nominees Pty Limited
4 National Nominees Limited
5 BNP Paribas Nominees Pty Ltd
6 RBC Dexia Investor Services Australia Nominees Pty Limited
7 UBS Wealth Management Australia Nominees Pty Ltd
8 Warbont Nominees Pty Ltd
9 AMP Life Limited
10 Australian Foundation Investment Company Limited
11 Argo Investments Limited
12 SBN Nominees Pty Limited
13 Equitas Nominees Pty Limited
14 Bond Street Custodians Limited
15 Gwynvill Investments Pty Ltd
16 Milton Corporation Limited
17 UBS Nominees Pty Ltd
18 Invia Custodian Pty Limited
19 Portman Trading Pty Limited
20 Navigator Australia Limited
132
Boral Limited Annual Report 2015
165,220,700
121,635,313
105,030,585
103,199,933
33,297,200
26,407,503
15,892,759
5,002,259
4,509,695
4,008,492
3,075,132
3,000,000
2,450,738
2,331,648
1,987,750
1,666,463
1,084,000
1,052,321
730,000
640,753
21.62
15.92
13.74
13.5
4.36
3.46
2.08
0.65
0.59
0.52
0.4
0.39
0.32
0.31
0.26
0.22
0.14
0.14
0.1
0.08
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
Non-controlling interests
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
Net debt
Funds employed
2015
$ millions
2014
$ millions
2013
$ millions
2012
$ millions
2011
$ millions
2010
$ millions
2009
$ millions
2008
$ millions
2007
$ millions
2006
$ millions
4,415
5,204
5,286
5,010
4,711
4,599
4,875
5,199
4,909
4,767
605
556
519
473
522
505
539
688
762
823
249
357
(64)
293
(44)
–
249
8
257
261
294
(83)
211
(37)
(3)
171
2
173
291
228
(97)
130
(20)
(6)
104
(316)
(212)
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)
263
276
(127)
149
(17)
–
131
11
142
240
448
(112)
336
(90)
1
247
(4)
243
231
531
(111)
420
(122)
–
298
–
298
209
614
(98)
516
(153)
–
362
–
362
5,865
5,559
6,316
6,499
5,668
5,209
5,491
5,895
5,817
5,587
2,341
2,211
2,923
3,096
3,524
3,348
3,394
3,403
817
718
1,446
1,518
2,512
3,156
3,156
505
2,583
2,738
2,985
2,829
2,832
2,626
2,626
1,183
2,754
2,754
1,514
2,910
2,910
1,515
2,987
2,987
1,482
2,755
2,755
1,578
4,341
4,066
4,840
4,921
3,662
3,809
4,268
4,425
4,470
4,333
Shareholders’ funds
3,524
3,348
3,394
3,403
Dividends paid or declared
139
117
85
82
105
88
77
202
203
200
Statistics
Dividend per ordinary share
18.0c
15.0c
11.0c
11.0c
14.5c
13.5c
Dividend payout ratio 1
Dividend cover 1
56%
1.8
68%
1.5
81%
1.2
81%
1.2
60%
1.7
Earnings per ordinary share 1
31.9c
22.0c
13.6c
13.6c
24.4c
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)
7.1%
5.1%
8.1% 5.7%
8.2% 7.2%
8.5% 6.6%
5.6
23%
19%
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%
67%
1.5
22.1c
5.0%
5.5%
6.6%
6.2%
2.6
45%
31%
13c
59%
1.7
34c
82%
1.2
34c
68%
1.5
34c
55%
1.8
22.2c
41.4c
50.0c
61.7c
4.8%
5.7%
8.5% 10.0% 13.2%
8.6% 10.8% 12.9%
6.5% 10.1% 11.9% 14.2%
6.3% 10.1% 12.1% 15.1%
2.2
55%
35%
4.0
52%
34%
4.8
50%
33%
6.3
57%
36%
Net tangible asset backing per share
$4.31
$4.03
$3.17
$3.31
$3.91
$3.92
$4.12
$4.41
$4.41
$4.07
1. Excludes the impact of significant items in 2015, 2014, 2013, 2012, 2011, 2010, 2009 and 2008.
2. Refer to the Remuneration Report for a discussion of how ROFE is used as an additional performance hurdle under the Company’s long-term incentive plan.
Results for the years ended 2006 to 2015 have been prepared under Australian equivalents to International Financial Reporting Standards (A-IFRS).
Figures may not add due to rounding.
Boral Limited Annual Report 2015 133
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
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