2020 Annual ReportABOUT WESFARMERS
ABOUT THIS REPORT
From its origins in 1914 as a Western
Australian farmers’ cooperative, Wesfarmers
has grown into one of Australia’s largest
listed companies. With headquarters in
Perth, Wesfarmers’ diverse businesses in this
year’s review cover: home improvement,
outdoor living and building materials; general
merchandise and apparel; office and
technology products; manufacturing and
distribution of chemicals and fertilisers;
industrial and safety product distribution; and
gas processing and distribution. Wesfarmers
is one of Australia’s largest private sector
employers with approximately 107,000 team
members and is owned by more than
487,000 shareholders.
This annual report is a summary
of Wesfarmers and its subsidiary
companies’ operations, activities and
financial performance and position as at
30 June 2020. In this report references to
‘Wesfarmers’, ‘the company’, ‘the Group’,
‘we’, ‘us’ and ‘our’ refer to Wesfarmers
Limited (ABN 28 008 984 049), unless
otherwise stated.
References in this report to a ‘year’ are
to the financial year ended 30 June 2020
unless otherwise stated. All dollar figures
are expressed in Australian dollars (AUD)
unless otherwise stated.
References to AASB refer to the
Australian Accounting Standards Board
and IFRS refers to the International
Financial Reporting Standards. There
are references to IFRS and non-IFRS
financial information in this report.
Non-IFRS financial measures are
financial measures other than those
defined or specified under any relevant
accounting standard and may not be
directly comparable with other
companies’ information. Non-IFRS
financial measures are used to enhance
the comparability of information
between reporting periods (such as
pre-AASB 16 financial information).
Non-IFRS financial information should
be considered in addition to, and is not
intended to be a substitute for, IFRS
financial information and measures.
Non-IFRS financial measures are not
subject to audit or review.
All references to ‘Indigenous’ people are
intended to include Aboriginal and/or
Torres Strait Islander people.
Wesfarmers is committed to reducing
the environmental footprint associated
with the production of this annual report
and printed copies are only posted to
shareholders who have elected to receive
a printed copy. This report is printed on
environmentally responsible paper
manufactured under ISO 14001
environmental standards.
Contents
OVERVIEW
Group structure
Our primary objective
The year in review
Performance overview
Chairman’s message
Managing Director’s report
Supporting our community
Leadership Team
OPERATING
AND FINANCIAL
REVIEW
Operating and financial review
Bunnings
Kmart Group
Officeworks
Chemicals, Energy and Fertilisers
Industrial and Safety
Other activities
Group sustainability performance
Climate-related financial disclosures
Independent Limited Assurance Statement
GOVERNANCE
Board of directors
Corporate governance overview
DIRECTORS’
REPORT
Directors’ report
Remuneration report
FINANCIAL
STATEMENTS
Financial statements
Notes to the financial statements
SIGNED
REPORTS
Directors’ declaration
Independent auditor’s report
SHAREHOLDER
AND ASX
INFORMATION
Five-year financial history
Shareholder information
Investor information
Corporate directory
Wesfarmers businesses
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Wesfarmers 2020 Annual Report
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Wesfarmers 2020 Annual Report2Group structureOverview(50%)(50%)(24.8%)(50%)(50%)(4.9%)(50%)(75%)OfficeworksBunningsCorporateOther activitiesKmart GroupIndustrial and SafetyChemicals, Energy and FertilisersOur primary objective To deliver a satisfactory return to shareholders.engaging fairly with our suppliers, and sourcing ethically and sustainablysupporting the communities in which we operatetaking care of the environmentacting with integrity and honesty in all of our dealingsanticipating the needs of our customers and delivering competitive goods and serviceslooking after our team members and providing a safe, fulfilling work environmentWe believe it is only possible to achieve this over the long term by: Wesfarmers 2020 Annual Report3Overview
The year in review
Revenue
Net profit after tax
Dividends per share
$30.8b
10.5%
From continuing
operations
Salaries and
wages
$4.8b
$1.70
Including $0.18 special
Coles selldown dividend
Fully franked
$1.6b
From continuing
operations, down 16.4%
$2.1b
From continuing
operations, excluding
significant items, up 8.2%
Government taxes
and other charges
Community
contributions
$1.0b
Includes
discontinued
operations
$68m
Direct and indirect
community
contributions
Safety
23%
reduction in total
recordable injury
frequency rate
TRIFR 10.4 on
continuing operations
Indigenous team
members
Waste
1,858
11.5%
12%
increase in recycling
5%
reduction in landfill
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Wesfarmers 2020 Annual Report
COVID-19 and the Australian bushfires had a significant impact on our
customers, team members and the communities in which we operate.
Group
The financial result is a testament to the dedication
of team members and leaders across all businesses
in responding to the challenges presented by
COVID-19 and the Australian bushfires.
Bunnings
Strong sales and earnings growth demonstrated
the resilience of the operating model and ability
to adapt to customers’ changing needs.
Kmart Group
Actions taken to accelerate the growth of Kmart
and address Target’s performance, with a pleasing
performance from Catch since acquisition.
Officeworks
Strong sales growth both in stores and online,
and solid earnings growth, supported by a focus
on price, range and service across every channel.
Chemicals, Energy and Fertilisers
Solid operating performance with increased plant
availability and continued improvements in safety.
Industrial and Safety
Earnings impacted by continued investment in
customer service and digital systems at Blackwoods,
and lower revenue at Workwear Group.
Wesfarmers 2020 Annual Report
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Overview
Performance overview
Wealth creation and value distribution1
$19.3b Payments to suppliers
$ 4.8b Employees (salaries, wages and other benefits)
Wealth creation
$31.7b
Value distribution
$9.1b
$3.3b Payments for rent,
services and other external costs
1 Numbers are presented on a post-AASB 16 Leases (AASB 16) basis and include discontinued operations.
$1.0b Government (taxes and other charges)
$0.1b Lenders (finance costs)
$1.9b Shareholders (dividends)
$1.3b Reinvested in the business
Group performance
Key financial data
Results from continuing operations
Revenue
Earnings before interest and tax
Earnings before interest and tax (after interest on lease liabilities)
Earnings before interest and tax (after interest on lease liabilities) (excluding significant items)1
Net profit after tax
Net profit after tax (excluding significant items)1
Basic earnings per share (excluding significant items)1
Results including discontinued operations2
Net profit after tax from discontinued operations
Net profit after tax
Net profit after tax (excluding significant items)1,3
Return on average shareholders' equity (R12) (excluding significant items)1,3
Cash flow and dividends including discontinued operations
Operating cash flows
Operating cash flows (after lease cash flows)
Net capital expenditure
Acquisitions
Free cash flows
Free cash flows (after lease cash flows)
Equity dividends paid
Operating cash flow per share
Free cash flow per share
Dividends per share
Balance sheet and gearing
Total assets
Net debt4
Shareholders' equity
Gearing (net debt to equity)
Post-AASB 16
2020
Pre-AASB 16
2020
Reported
2019
30,846
30,846
27,920
2,744
2,507
2,942
1,622
2,083
184.2
75
1,697
2,075
22.1
4,546
3,597
568
988
5,188
4,239
1,734
401.9
458.7
170.0
2,530
2,529
2,964
1,638
2,099
185.6
75
1,713
2,091
21.1
3,597
3,597
568
988
4,239
4,239
1,734
318.0
374.8
170.0
2,974
2,974
2,974
1,940
1,940
171.5
3,570
5,510
2,339
19.2
2,718
2,718
827
17
2,963
2,963
3,628
240.3
262.0
278.0
25,425
(85)
9,344
(0.9)
19,068
18,333
(85)
9,877
(0.9)
2,500
9,971
25.1
$m
$m
$m
$m
$m
$m
cents
$m
$m
$m
%
$m
$m
$m
$m
$m
$m
$m
cents
cents
cents
$m
$m
$m
%
1 2020 excludes the following significant items pre-tax (post-tax) from continuing operations, $525 million ($437 million) non-cash impairment in Kmart Group, $110 million
($83 million) restructuring costs and provisions in Kmart Group, $310 million ($298 million) non-cash impairment in Industrial and Safety, offset by a gain of $290 million
($203 million) on the sale of 10.1 per cent of the interest in Coles and a gain of $220 million ($154 million) on the revaluation of the remaining 4.9 per cent interest in Coles.
Discontinued operations includes significant items of $83 million from the finalisation of tax positions on prior year disposals.
2 Discontinued operations relate to Curragh Coal Mine, BUKI, Bengalla, KTAS, Quadrant Energy and Coles.
3 2019 excludes the following significant items pre-tax (post-tax), $2,319 million ($2,264 million) gain on demerger of Coles, $679 million ($645 million) gain on disposal of
Bengalla, $267 million ($244 million) gain on disposal of KTAS, $138 million ($120 million) gain on disposal of Quadrant Energy and $146 million ($102 million) provision for
Coles supply chain automation.
4 Excludes lease liabilities.
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Wesfarmers 2020 Annual Report
The Group delivered a solid trading performance while supporting customers, team members and the
community through a year that was significantly disrupted by COVID-19 and the Australian bushfires.
Each of the Group's businesses remained focused on long-term value creation despite the uncertain
operating environment during the year.
Divisional performance
Bunnings
Revenue
Earnings before tax
Segment assets
Segment liabilities
Capital employed R121
Return on capital employed R121
Cash capital expenditure
Kmart Group
Revenue
Earnings before tax
Segment assets
Segment liabilities
Capital employed R121
Return on capital employed R121
Cash capital expenditure
Officeworks
Revenue
Earnings before tax
Segment assets
Segment liabilities
Capital employed R121
Return on capital employed R121
Cash capital expenditure
Chemicals, Energy and Fertilisers
Revenue
Earnings before tax
Segment assets
Segment liabilities
Capital employed R121
Return on capital employed R121
Cash capital expenditure
Industrial and Safety
Revenue
Earnings before tax
Segment assets
Segment liabilities
Capital employed R121
Return on capital employed R121
Cash capital expenditure
Post-AASB 16
2020
Pre-AASB 16
2020
14,999
14,999
1,826
8,163
6,062
3,146
58.0
511
1,852
4,958
2,510
2,997
61.8
511
Reported
2019
13,166
1,626
5,118
1,983
3,220
50.5
470
Post-AASB 16
20202
Pre-AASB 16
20202
Reported
20193
9,217
410
5,725
4,518
2,011
20.4
142
9,217
413
3,275
1,750
1,978
20.9
142
8,713
550
3,755
1,476
1,872
29.4
207
Post-AASB 16
2020
Pre-AASB 16
2020
Reported
2019
2,787
197
1,819
1,028
976
20.2
40
2,787
190
1,538
683
969
19.6
40
2,314
167
1,531
559
980
17.0
42
Post-AASB 16
2020
Pre-AASB 16
2020
Reported
20194
2,085
394
2,450
458
1,942
20.3
110
2,085
393
2,429
432
1,941
20.2
110
2,078
438
1,563
392
1,358
32.6
58
Post-AASB 16
20205
Pre-AASB 16
20205
Reported
2019
1,745
39
1,585
543
1,448
2.7
59
1,745
40
1,445
376
1,447
2.8
59
1,752
86
1,752
348
1,475
5.8
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1 Capital employed excludes right-of-use assets and lease liabilities.
2 The 2020 earnings before tax for Kmart Group exclude pre-tax impairments of the
Target brand name and other assets of $525 million and restructuring costs and
provisions of $110 million.
3
4
Includes KTAS.
Includes Quadrant.
5 The 2020 earnings before tax for Industrial and Safety excludes pre-tax
impairments of $310 million.
Wesfarmers 2020 Annual Report
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Overview
Chairman's
message
The 2020 financial year will be remembered as one of the most
challenging of the last half century, with bushfires ravaging large
parts of Australia’s eastern states over summer and the
COVID-19 pandemic resulting in widespread shutdowns
of community activities around the world from March.
In the circumstances, Wesfarmers performed very well.
Some of our businesses recorded reduced profits as a result
of restricted trading but others, specifically Bunnings and
Officeworks, were able to remain open in Australia and, despite
incurring higher costs dealing with the pandemic, increased
their profitability; and the Chemicals, Energy and Fertilisers
business continued its record of returning solid profits.
Net profit after tax (NPAT) fell from $5.5 billion to $1.7 billion
but pleasingly, profit from continuing operations excluding
significant items rose eight per cent from $1.9 billion to
$2.1 billion. The NPAT results in FY2019 and FY2020 were
both affected by substantial significant items – in FY2019 by
large accounting gains on the demerger of the Coles business
and the sale of some businesses; and in FY2020 by profits
on the sale of 10.1 per cent of Coles Group Limited (Coles),
impairments of Target, and the Industrial and Safety assets
and provisions for the restructuring of Target, including the
conversion of many Target stores to Kmart.
The directors determined to pay a final, fully-franked dividend
of 77 cents per share plus a special, fully-franked dividend
of 18 cents per share, the latter reflecting the after-tax profit
on the sale of a 10.1 per cent interest in Coles, with resulting
total dividend payments over the full year of $1.70 per share.
These dividends resulted, as usual, in the paying out of a
high proportion of profit, consistent with the company’s
ongoing policy of distributing its available franking credits
to its shareholders. We do that on the basis that these
credits are of no value to the company but of real value
to our shareholders. At times like the present where we are
effectively debt-free, this is easily accommodated from a cash
flow perspective; but even when debt levels are higher, the
policy is readily accommodated through the application of our
dividend investment plan. Given the minimal discount required
to achieve significant reinvestment, any share price dilution
from that process is negligible and overall, our shareholders
are better off than they would be with lower dividends.
Over recent years much has been said and written about
the need for companies to consider the interests of all
stakeholders, not just their shareholders. As we have made
very clear, that has always been Wesfarmers’ philosophy.
While we are very clear that providing satisfactory returns
to our shareholders is our primary purpose, we have always
qualified that by pointing out that we could never achieve
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Wesfarmers 2020 Annual Report
that objective over the long term if we did not protect and
enhance the interests of our other stakeholders – our team
members, customers and suppliers – and if we did not take
care of the environment or support the communities in which
we operate. The bushfires and the COVID-19 pandemic gave
us the opportunity to put those words into action.
Responding to the bushfires, we supported team members
with volunteering leave, including to work with the Rural Fire
Service (RFS), Country Fire Service (CFS), Country Fire
Authority (CFA), State Emergency Service and Army Reserve.
Across the Group, Wesfarmers committed $1.5 million to
support fire-affected communities including through the
Business Council of Australia’s Community Rebuilding
Initiative. In local communities, as fires burned, our
businesses supported the RFS, CFS and CFA with donations
of protective clothing, hoses, buckets, and the like, and then
as the recovery commenced, we supported community
organisations such as the Red Cross, The Smith Family and
The Salvation Army with critical supplies like toiletries,
nappies, air mattresses, clothing and water.
With regard to the COVID-19 pandemic, we demonstrated
our commitment to live up to those principles. Our
management team played a very significant role developing
COVID-safe work practices to protect the health and safety
of team members and customers. They also provided
practical advice to governments on how to reduce the
potential damage of imposing too-drastic shutdowns on
our businesses – damage arising from the resulting lack of
availability of essential products and from the effects of
widespread unemployment and the economic downturn.
When trading restrictions were imposed, we incurred substantial
extra costs to keep our team members and customers safe; we
continued to pay our rent and to pay our suppliers on time; and
we extended additional financial support to our community
not-for-profit partners which found their revenues drying up.
Because of our strong balance sheet and the support of our
customers, we were able to do this in our Australian operations
without recourse to the Federal Government’s JobKeeper
program. In New Zealand, where the shutdowns were severe
and our stores were closed, any government support was
passed straight through to our affected employees. Finally,
after the close of the 2020 financial year, we announced that
during the six-week lockdown of our businesses in Victoria,
we would continue to pay team members in full, who are
permanent, or who work more than 12 hours a week as
casuals, if there is no meaningful work for them.
One concerning issue that arose during the last year, that
went to the heart of our reputation was the discovery of wage
and salary underpayments, initially in the Industrial and Safety
Wesfarmers 2020 Annual Report9Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewdivision and subsequently, on investigation, in some of our other businesses. This issue has affected numerous small, medium and large employers nationally this year and illustrates the challenges all companies face under Australia’s extremely complex industrial relations system. As an example, in our Industrial and Safety division, we were dealing with over 50 separate awards and agreements in trying to identify where errors might have occurred. I believe we acted swiftly and in accordance with the principles espoused above to identify the errors, resolved to compensate affected current and former team members extending over 10 years rather than the required six, added interest to payments or superannuation shortfalls and we are implementing fixes to overcome any systems shortcomings to prevent any continuation of the problem.While the bushfire and COVID-19 initiatives involved substantial costs, we consider them more as investments – investments in our people and other stakeholders which will enhance the reputation and welfare of the company over the long term. Importantly, we were able to bear them because of our conservative approach to balance sheet management. The COVID-19 pandemic has illustrated once again how essential that is, if a company is to continue to operate successfully during downturns.It is fair to say that at the time of writing this report, we are faced with a more uncertain outlook than at any time within the Board or management’s experience. Within Australasia, where our principal businesses operate, many borders are closed, varying trading restrictions have been imposed, the economy is in recession and unemployment has risen substantially. It is clear that in the absence of an effective vaccine for the coronavirus, random infection outbreaks will continue to occur and governments will respond by imposing restrictions of some sort. Amongst all of the challenges facing our societies at the present time, our greatest concern should be about unemployment. Losing a job and remaining out of the workforce for a lengthy period can be personally devastating, resulting in mental and physical health issues, family breakdown and descent into poverty and it is becoming apparent that this burden is falling disproportionately on young people and women. That is what has motivated us to provide team members with support and continued income, including during the Victorian lockdown. The financial assistance provided by the Australian and state governments in cases where employers did not have the capacity to do so has been vital, but this can only be a short-term measure. In the longer term, we have to make sure jobs are created by developing a more productive, competitive economy. Governments and opposition parties have to put politics aside and work together to remove the impediments to higher productivity – impediments like our overly complex industrial relations system, our inefficient taxation system and burdensome regulations. In the absence of that, we will be faced with a future of high unemployment, high government deficits and, in due course, the very damaging effect of higher interest rates. As far as your company is concerned, more productive economic settings would allow us to make more investments, employ more people and make an even larger contribution to the Australian and New Zealand economies. In the meantime, we are comforted by the fact that our balance sheet is in good shape and that we have a management team well equipped to handle whatever challenge is thrown up. Our business heads continue to look for ways to enhance and expand their activities and at a group level we are as busy as ever looking for opportunities to explore new directions for the company. I take this opportunity, on behalf of my fellow directors, to thank our outgoing director, Diane Smith-Gander AO, for her outstanding contribution to the Board and the company over the last eleven years. Diane has had a wealth of experience over the course of her career – from her banking and management consulting days to her numerous board and chair roles in for-profit and not-for-profit organisations – and that experience showed in the way she conducted herself on our Board: ready and able to provide wise counsel to management, independent minded and focused at all times on the company and our stakeholders’ interests. Diane has been recognised nationally for her constant advocacy for the engagement of women in executive roles and for gender equality. We shall greatly miss her contribution around the board table.The Board is currently in the process of identifying potential new directors – one to replace Diane and a second to fill a skills gap in the digital space which we identified in our latest board evaluation process; and we hope to be in a position to conclude that over the next few months. The Board started the 2020 financial year with a new Company Secretary in Aleks Spaseska but an opportunity and need in the Kmart Group resulted in her taking on the role of Chief Financial Officer of that division later in the year. We wish Aleks well in that critical role and were very pleased to be able to appoint Vicki Robinson as her replacement in March. Vicki has had extensive experience as a senior lawyer in the Corporate Solicitors’ Office over her 17 years with the Wesfarmers Group. In closing I pay tribute to our dedicated team members, led by Chief Executive Officer Rob Scott. The last year has thrown up enormous and unique challenges to all of them and they have responded in a truly outstanding way, with great dedication and effort. They are a wonderful team.MICHAEL CHANEY AOChairmanOverview
Overview
Overview
Managing
Director’s
report
It is my pleasure to provide this update on the performance
of Wesfarmers in 2020.
Without doubt, FY2020 was an extraordinary and challenging
year for the Group, our team members and the community.
More than ever, all that we have achieved, including our strong
financial results, is testament to the dedication of our talented
and committed team members and leaders, working across
our businesses in Australia and internationally.
Particularly in the second half of FY2020, our world and all
our lives changed profoundly. Much of Australia was heavily
affected by the summer’s catastrophic bushfires. I was
extremely proud of the many ways our businesses provided
support – when communities were in danger and then in the
aftermath as the recovery commenced. In many locations,
that recovery is only just beginning.
Shortly after the bushfires, we faced the complex and evolving
challenges of COVID-19. The impact on lives, wellbeing, jobs
and the economy is well known and is continuing to unfold.
Our businesses and their teams have responded to these
challenges in the most remarkable way, with empathy,
professionalism and determination. If there was a positive to
take out of this terrible time, it is our capacity to respond rapidly
to changes in our environment and to demonstrate the value
we provide to the communities in which we operate.
Most importantly, our businesses have developed and
implemented COVID-safe ways of operating – which has
enabled them to remain trading in most regions, keeping our
team employed and supporting our customers and suppliers.
Our businesses provided leadership and developed fact-based
strategies, especially for the retail sector, around COVID-safe
operations. From the standpoint of managing the spread of
COVID-19, we made a valuable contribution to the public
health effort. We introduced paid pandemic leave which
enabled team members to isolate at home if unwell or pending
test results, without loss of pay, and we provided support
to our more vulnerable team members to stay at home.
The efforts in recent years to invest in and improve our digital
offer to customers has started to pay off and in FY2020,
Wesfarmers’ businesses generated e-commerce sales
of over $2 billion. This is another example of how the
Wesfarmers model enables our businesses to adapt and
evolve to changes in markets and customer demand.
Our performance
The Group’s continuing businesses generated NPAT growth
of 8.2 per cent (excluding significant items in the prior year), to
$2.1 billion. Bunnings, Kmart, Officeworks and Catch delivered
strong sales growth for the year. Earnings in Bunnings and
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Wesfarmers 2020 Annual Report
Officeworks were particularly strong and demonstrated the
ability of these businesses to rapidly adapt to the changing
needs of their customers.
Bunnings achieved strong sales and earnings growth as
customers spent more time at home and undertaking projects
at home. Throughout the year, Bunnings continued to execute
its strategic agenda and to accelerate the development of its
digital offer. During the COVID-19 period, the Australian rollout
of Click and Deliver was completed, the New Zealand
e-commerce platform was launched and the innovative
Drive and Collect offering was developed.
Kmart Group’s revenue from continuing operations increased
7.2 per cent over the year, however earnings were impacted
by significant items (largely associated with the restructure
of Target) and payroll remediation costs.
Pleasingly, Kmart recorded solid revenue and earnings growth,
reflecting a consistently strong performance for most of the
year and a more volatile fourth quarter, impacted by COVID-19.
Earnings were affected by additional costs associated with
online fulfilment and COVID-19 and adverse exchange rate
movements. In Kmart, technology is playing an increasingly
important role, improving our customer proposition and
delivering operational efficiencies.
The financial performance of Target has been unsatisfactory
and the business was loss-making in FY2020. In May 2020,
we announced a number of actions to address structural
challenges, simplify Target’s operating model and deliver more
value from the store network. These actions will also accelerate
the growth of Kmart. Target remains a much-loved brand and
will continue to operate as a standalone business, prioritising
online growth and improving the product offer in the destination
categories of soft home and apparel.
Officeworks performed strongly in FY2020, with earnings
increasing by 13.8 per cent, driven by strong sales growth
in stores and online. In the second half, we saw significant
demand for technology, office furniture and learning and
education products, as people spent more time working
and learning from home.
Wesfarmers Chemicals, Energy and Fertilisers (WesCEF)
delivered another pleasing result, with revenue in line with the
prior year. The Chemicals and Fertilisers businesses benefited
from strong demand from key customers, while the Energy
business recorded a decline in revenue due to lower prices
and lower sales volumes.
The performance of Industrial and Safety was below
expectations, with the division also reporting an impairment to
its carrying value. The result reflects a weaker performance of
Blackwoods in the first half and lower customer demand in
Wesfarmers 2020 Annual Report11Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewWorkwear Group in the second half, due to COVID-19. To address these issues, we are investing in customer service, digital capabilities and a new enterprise resourcing planning system in Blackwoods. Investment and portfolio actions During the year, we invested around $1.9 billion in existing and new businesses. In August 2019, we completed the acquisition of Catch Group Holdings Limited (Catch) which brought highly complementary skills in digital retail and fulfilment and a growing e-commerce marketplace to our Group. During the year, Catch made good progress, with gross transaction value increasing almost 50 per cent since acquisition. Importantly, our digital capabilities have been accelerated and continue to complement our store network as most online customers also enjoy our in-store experience. In September 2019, we acquired Kidman Resources Limited (Kidman) which will allow us to leverage our chemical processing capabilities within WesCEF into the growing market for high-quality lithium hydroxide. With this acquisition, Wesfarmers is a 50 per cent joint venture partner in the Mt Holland lithium project which includes the construction of a mine and concentrator at Mt Holland and a lithium hydroxide refinery in Kwinana. The Mt Holland lithium project presents a world-class opportunity to develop an integrated large-scale, long-life and high-grade operation in Western Australia. While relatively small in the context of the broader Group, Catch and Kidman are good examples of our disciplined approach to capital allocation and consistent with our objective of deploying capital where we expect to generate attractive returns to shareholders over time.In addition to our acquisitions, the Group invested around $900 million in our existing divisions, largely to support the continued expansion of the Bunnings store network. In the second half of FY2020, the Group also sold a 10.1 per cent interest in Coles through two separate transactions, delivering a pre-tax gain on sale of $290 million. The partial sale of the Group’s interest in Coles crystallised an attractive return for shareholders and provided increased balance sheet strength during a time of significant uncertainty.Our people Wesfarmers is one of the largest private sector employers in Australia with around 107,000 team members across our businesses, in Australia and overseas. It was pleasing to see a significant improvement in the Group’s safety performance with the total recordable injury frequency rate across the Group's continuing operations 23 per cent lower than last year. However, whenever there are injuries in the workplace, we still have work to do.In March 2020, we announced changes to the leadership structure of our industrial businesses, with WesCEF and Industrial and Safety becoming standalone businesses. As part of this change, David Baxby stepped down as Managing Director of Wesfarmers’ Industrials division. Over three years, David played an important role supporting a number of growth initiatives across the group. Tim Bult was appointed Managing Director of Industrial and Safety, bringing significant operational and commercial experience to this role. Tim has served in various leadership positions throughout the Group over the last 20 years. Tim and Ian Hansen, the CEO of WesCEF, have both joined the Wesfarmers Leadership Team and are making a valuable contribution. During FY2020, while Sarah Hunter was on parental leave, Officeworks’ Chief Financial Officer Michael Howard served as Acting Managing Director of that division. Michael’s tenure included the summer during which our businesses responded to the Australian bushfires and the initial months of our COVID-19 response. He led Officeworks with great distinction in challenging times. We are fortunate to be able to draw upon talented executives like Michael. As the Chairman noted, Vicki Robinson was appointed Executive General Manager, Company Secretariat during the year, and is also making a valuable contribution to the Wesfarmers Leadership Team.OutlookThroughout FY2020, we have been guided by our corporate objective – to deliver a satisfactory return to shareholders over the long term. We recognise we can only achieve this if we continue to anticipate the needs of our customers, look after our team members, treat suppliers fairly, contribute positively to the communities in which we operate, take care of the environment and act with integrity and honesty in all of our dealings. Our objective and values, including our focus on the long term, will continue to guide the decisions in the period ahead including our ongoing response to the challenges presented by COVID-19. Without doubt, COVID-19 and its economic impact will continue to be felt for a long time including in customer demand, our operations and across the broader economy. For the first time in almost 30 years, Australia is in recession. Without question, the income and fiscal support provided by federal and state governments to individuals and businesses, including through JobKeeper, have played a critical role in supporting jobs and households. The Group’s retail businesses will maintain their focus on meeting changing customer needs and delivering even greater value, quality and convenience. Recent investments in digital capabilities will continue and are expected to improve our customer value proposition, expand our addressable markets and deliver operating efficiencies. Consumers spending more time at home may support demand in some of the Group’s businesses, although retail sales will also be affected by any trading restrictions and the gradual removal of stimulus, particularly if unemployment remains elevated. The performance of the Group’s industrial businesses will continue to be subject to international commodity prices, foreign exchange rates, competitive factors and seasonal outcomes. Importantly, our portfolio includes diverse, cash-generative businesses with leading market positions. The Group’s strong balance sheet means we remain well-positioned to deal with a range of economic conditions.The Group will also continue to develop and enhance its portfolio, building on its unique capabilities and platforms to take advantage of growth opportunities within existing businesses, recently acquired investments and to pursue transactions that create value for shareholders over the long term.Finally, I would like to again acknowledge the efforts of each and every one of our team members for their contribution during an exceptionally difficult year. We know that the future will continue to present challenges, but I am confident that we will rise to these and that Wesfarmers’ best years lie ahead. ROB SCOTT Managing DirectorOverview
Supporting our community
COVID-19 response
Wesfarmers’ response to the challenges presented by
COVID-19 reflects the hard work and dedication of our
107,000 team members and leaders to support our
customers, suppliers and local communities.
Across the Group, our response to COVID-19 was motivated
by Wesfarmers’ core values and focus on the long term. This
motivation helped our businesses adapt quickly to the diverse
challenges of evolving customer needs, deep business
uncertainty and rapidly changing state and federal
government restrictions.
As we continue to respond to COVID-19, Wesfarmers
will prioritise the safety of its customers and team members.
Our retail divisions will remain focused on meeting changing
customer needs and delivering even greater value, quality and
convenience, including with additional online and contactless
Click and Collect options. Recent investments in our digital
capabilities are expected to support further enhancements
to the customer value proposition, expansion of addressable
markets and deliver operating efficiencies.
A focus on team member safety and support
Our focus during COVID-19, has been to protect the health,
safety and wellbeing of our team members and customers, while
supporting government efforts to limit the spread of the virus.
Among our retail businesses, these included measures
to support physical distancing, the introduction of Perspex
‘sneeze screens’, increased cleaning in addition to ‘deep
cleans’, limiting customer numbers in-store and restricting
in-store activities like fitting rooms, cafes and playgrounds.
Across all our businesses and distribution centres, new
processes were put in place including workforce planning to
prevent overlap of team rosters and greater use of personal
protective equipment.
The Group provided two weeks of paid pandemic leave to
permanent and casual team members required to self-isolate
or care for others. In August 2020, with growing evidence
of anxiety among team members in Victoria, we committed
to pay full-time, part-time and casual team members
(working more than 12 hours a week), during the Victorian
lockdown. These and other measures give income and job
security to team members at highly uncertain times, easing
the impact of COVID-19 on them and their families, while
ensuring a safe operating environment for other team
members and customers.
12
Wesfarmers 2020 Annual Report
Importantly, we are increasing our focus on team member
wellbeing and mental health. We have expanded access to
our employee assistance programs to include the families of
team members and we introduced additional protections for
our most vulnerable workers including team members over
the age of 70.
Responding to changes in customer
shopping and demand
Anticipating the needs of our customers and delivering
competitive goods and services has been a critical challenge.
As stay-at-home restrictions were introduced, our customers
spent more time working, learning and relaxing at home. This
change saw increased demand in some product categories,
particularly for Bunnings and Officeworks. Bunnings focused
on products to allow work around the house and garden,
providing valuable physical and wellbeing benefits to people
required to stay at home. In some categories, Officeworks
experienced significant increased demand for technology and
home office furniture, as people set up home offices, and for
education ranges, especially during school closures. All of our
businesses saw unprecedented demand across safety,
cleaning and hygiene product ranges. In some categories,
including apparel, we also saw declines in customer demand.
Our teams worked hard to minimise any temporary availability
issues, caused by significant variation in demand across
certain product categories. In-store retail sales were affected
by significant volatility in foot traffic, driven by government
restrictions and physical distancing requirements. As
customers shopped online, our e-commerce sales grew
by 60 per cent during FY2020, excluding Catch. In-store
processes were changed to support the implementation
and uptake of Click and Collect across our networks.
Our businesses led the design and launch of contactless
Drive and Collect, and our investment in digital capabilities
helped to keep shopping environments safe for team
members and customers.
Supporting vulnerable communities
Recognising the challenge that COVID-19 presents to the
more vulnerable members of our community, our retail
divisions introduced new ways to shop. Dedicated phone-
shopping services were established for Australians who could
not shop online. The phone lines provided assistance to
customers shopping online for the first time, guiding them
through the online shopping experience - a service
predominantly used by older Australians.
Working with our suppliers
Throughout the year, Wesfarmers continued to engage fairly
with our suppliers, sourcing ethically and sustainably despite
the challenges of COVID-19.
The Group maintained business continuity and payment
terms with suppliers. In cases of hardship we supported
suppliers through accelerated payment, acknowledging the
critical role that our suppliers play in helping us meet the
needs of customers.
Supporting the communities in which
we operate
Throughout the year, we continued to support our
community partners. Across the Group, in FY2020 we
made around $68 million in contributions to community
partners, both directly and indirectly.
This year, our Wesfarmers Arts partners have cancelled
seasons, closed their doors to the public and drawn upon
often limited reserves, to keep paying the staff and artists
critical to their future. Through the crisis, we stood
alongside many of our arts partners, helping them remain
viable by providing additional COVID-19 funding, including
Western Australian Symphony Orchestra, West Australian
Ballet, West Australian Opera and Musica Viva Australia.
All were significantly impacted by COVID-19 restrictions,
as usual cash flows stopped when stages went dark and
galleries closed.
While sausage sizzles planned for the first weeks of
COVID-19 were cancelled, Bunnings donated more than
3,000 gifts cards worth $500 each to help community
groups with their fundraising. As restrictions ease,
community sausage sizzles are resuming, initially in the
Northern Territory, Western Australia and New Zealand.
Supporting the government response
Wherever possible, Wesfarmers worked closely with the
federal and state governments to support their response
to COVID-19. We shared our COVID-safe operating
procedures to help other businesses adopt best practice
COVID-safe measures and we worked collaboratively to
progress the COVID-safe re-opening of the economy.
Wesfarmers did not receive material government support
payments and is not currently part of the Federal
Government’s JobKeeper program. The Group received
approximately $40 million in wage subsidies outside of
Australia, almost exclusively in New Zealand, where the
government mandated temporary store closures and
trading restrictions. These payments were passed on to
team members and represented less than one per cent
of total team member payments made during the year.
Without doubt, government stimulus designed to provide
income support to households and businesses has
positively supported the economy, and our retail sales.
These measures have been essential to the Australian
economy, providing job security for millions of Australians
and income support for hundreds of thousands impacted
by COVID-19.
COVID-19 continues to present significant uncertainty for
the broader economy, affecting both customer demand and
the way we operate our businesses. As we move forward,
Wesfarmers will continue to respond to the challenges of an
evolving economic and social landscape.
Bushfire response
Wesfarmers team members were shocked and saddened by
the devastating bushfires that gripped Australia with extreme
intensity, from early November until February. The bushfires
impacted our businesses, teams and local communities
where we operate, initially in Queensland and northern
New South Wales and then across New South Wales,
Victoria, the Australian Capital Territory and South Australia.
Perhaps most importantly for fire-affected areas, our
businesses performed a critical service making goods available
in very difficult circumstances, ensuring supply of essential
products, when and where needed. This timely, local support
to fire-affected communities distinguishes the contribution
made by Wesfarmers businesses, and was achieved by
working closely with suppliers and logistics partners.
Over the summer, Blackwoods supplied respirators, meeting
demand from customers like the Rural Fire Service (RFS),
the Army and local councils, often in unlikely locations like
Canberra, when air quality was among the worst in the
world. Bunnings donated and sold firefighting and recovery-
related equipment to the RFS and the Country Fire Service
– equipment like protective clothing, hoses, buckets, rakes,
marquees and torches, both as fires burned and supporting
the recovery. Kmart, Target and Officeworks donated and
made critical supplies available to support the relief effort
– things like toiletries, nappies, air mattresses, blankets,
clothing, water, boxes and power cords.
Throughout the crisis, team member safety has been a primary
focus. Around 20 stores closed for a period including in
Batemans Bay, Ulladulla, Nowra, Bega, Merimbula, Cooma,
Tumut, Port Macquarie, Bairnsdale and Canberra – with
Bunnings Batemans Bay closed for six days. Stores were
closed for many reasons including approaching fire (like
Bunnings Batemans Bay, pictured below, on New Year’s Eve),
on account of dangerous conditions (such as embers in
carparks), poor air quality and to enable team members to
return home before road closures. When air quality was
poorest, some of our businesses provided team members with
masks at work and for their commute, and team members
with respiratory illnesses were encouraged to stay home.
With the fires extinguished, focus turned to the wellbeing
of team members. Senior executives visited stores and
teams in fire-affected areas to thank and support our
teams. Counselling has been offered in some stores and
team members have been reminded about our Employee
Assistance Program services. Where an individual’s annual
leave was impacted by the fires, we have reversed that leave.
Across the Group, team members took volunteering leave to
support organisations including the RFS, the State Emergency
Service and the Army Reserve. To support the relief and
recovery task, Wesfarmers also committed $1.5 million across
the Group, supporting a range of community partners and
organisations in fire-affected communities.
Wesfarmers 2020 Annual Report
Wesfarmers 2020 Annual Report
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Overview
Leadership Team
Rob Scott
MANAGING DIRECTOR
WESFARMERS
Anthony Gianotti
CHIEF FINANCIAL OFFICER
WESFARMERS
Maya vanden Driesen
GROUP GENERAL COUNSEL
WESFARMERS
Rob was appointed Managing Director of
Wesfarmers in November 2017 following his
appointment as Deputy Chief Executive Officer
in February 2017.
Rob joined Wesfarmers in 1993, before moving into
investment banking, where he held various roles in
Australia and Asia. He re-joined Wesfarmers in
Business Development in 2004, was appointed
Managing Director of Wesfarmers Insurance in
2007 and then Finance Director of Coles in 2013.
Rob was appointed Managing Director, Financial
Services in 2014 and then Managing Director of the
Wesfarmers Industrials division from August 2015
to August 2017.
Rob holds a Master of Applied Finance degree from
Macquarie University and a Bachelor of Commerce
degree from the Australian National University. He
has a Graduate Diploma in Applied Finance and
Investments, is a qualified Chartered Accountant
and has completed the Advanced Management
Program at Harvard Business School.
Anthony was appointed Chief Financial Officer
of Wesfarmers in November 2017.
Anthony joined Wesfarmers in 2004 in Business
Development and in 2005 was appointed Manager,
Investor Relations and Business Projects. In 2006,
he was appointed Head of Business Development
and Strategy of Wesfarmers Insurance, then its
Finance Director in 2009 and Managing Director
in 2013. In August 2015, Anthony was appointed
Finance Director of the Wesfarmers Industrials
division and its Deputy Managing Director in
February 2017.
Anthony holds a Bachelor of Commerce from
Curtin University and a Graduate Diploma in
Applied Finance and Investments. He is a qualified
Chartered Accountant and has completed the
Advanced Management Program at Harvard
Business School.
Maya was appointed Group General Counsel of
Wesfarmers in January 2015. Prior to this, Maya
held a number of senior roles in the company
including Legal Counsel – Litigation, Senior Legal
Counsel and General Manager Legal – Litigation.
Maya holds Bachelor of Jurisprudence and
Bachelor of Laws degrees from The University
of Western Australia (UWA) and was admitted to
practise as a barrister and solicitor in 1990. Prior
to joining Wesfarmers, Maya practised law at
Parker & Parker and Downings Legal.
Maya is a Graduate of the Australian Institute
of Company Directors and sits on the Executive
Committee of the GC 100, representing the
General Counsel of Australia’s top 100 ASX-listed
companies within the Association of Corporate
Counsel (Australia). She is also a member of the
UWA Law School’s Advisory Board and has been
a Director for the Committee for Perth since
January 2016.
Ed Bostock
MANAGING DIRECTOR
BUSINESS DEVELOPMENT
WESFARMERS
Ed joined Wesfarmers as Managing Director,
Business Development in October 2017.
Before joining Wesfarmers, Ed worked in the
private equity industry for more than 16 years,
including the last 10 years with global investment
firm Kohlberg, Kravis & Roberts. Ed has managed
investments across a broad range of industries
including healthcare, financial services, technology
and media.
Ed holds a Bachelor of Science from the University
of Melbourne and a Graduate Diploma in Applied
Finance and Investment.
Vicki Robinson
EXECUTIVE GENERAL MANAGER
COMPANY SECRETARIAT
WESFARMERS
Vicki was appointed Executive General Manager,
Company Secretariat in March 2020 and is the
Company Secretary of Wesfarmers. Prior to this,
Vicki was General Manager, Legal (Corporate) and
has played a key role in many of Wesfarmers’ key
mergers and acquisitions over the years. Vicki joined
Wesfarmers in July 2003 as a Legal Counsel with the
Corporate Solicitors Office. In 2007, Vicki moved to
the role of General Manager for enGen, and returned
to the Corporate Solicitors Office in 2009.
Vicki holds Bachelor of Laws (Honours) and
Bachelor of Commerce degrees from The University
of Western Australia and was admitted to practise
as a barrister and solicitor in 1999. Vicki chairs the
Advisory Board of Curtin University Law School and
is a member of the Advisory Council of the Curtin
Faculty of Business and Law.
Sarah Hunter
MANAGING DIRECTOR
OFFICEWORKS
Sarah was appointed Managing Director,
Officeworks in January 2019. Prior to this,
Sarah was Demerger Program Director at Coles,
overseeing the demerger from Wesfarmers in
November 2018. Sarah joined Coles in 2010,
and held various senior positions across finance,
strategy, convenience, liquor and supermarket
operations.
Before joining Coles, Sarah worked in the
United Kingdom for more than 10 years, holding
a number of senior commercial positions in
banking and airports.
Sarah holds a Bachelor of Commerce from
Bond University, a Graduate Diploma in Applied
Finance and Investment from the Financial Services
Institute of Australasia and a Masters of Commerce
from the University of New South Wales. She
is also a Fellow of the Association of Chartered
Certified Accountants, a Fellow of the Financial
Services Institute of Australasia, a member of the
Australian Institute of Company Directors and
a member of Chief Executive Women.
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Wesfarmers 2020 Annual Report
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Michael Schneider
MANAGING DIRECTOR
BUNNINGS GROUP
Ian Bailey
MANAGING DIRECTOR
KMART GROUP
Michael was appointed Managing Director, Bunnings
Australia and New Zealand in March 2016 and
Managing Director, Bunnings Group in May 2017.
Michael joined Bunnings in 2005, and prior to this he
held a range of senior operational, commercial and
human resource roles across regional and national
markets, both in retail and financial services.
Michael holds a Bachelor of Arts degree from the
University of New South Wales and has completed
the Advanced Management Programme at INSEAD,
and the Advanced Strategic Management Program
at IMD.
Ian was appointed Managing Director, Kmart in
February 2016 and assumed the responsibility for
leading the Kmart Group division (encompassing
the Kmart, Target and Catch businesses) in
November 2018. Prior to this, Ian was Kmart’s Chief
Operating Officer where he was instrumental in
Kmart’s turnaround.
Ian’s experience, both national and international,
covers a number of industries including retail,
professional services, consulting, technology
and healthcare in positions that include general
management, sales, business development and
project management.
Ian holds a Bachelor of Science degree in Civil
Engineering and has completed the Advanced
Management Program at Harvard Business School.
Tim Bult
MANAGING DIRECTOR
WESFARMERS INDUSTRIAL AND SAFETY
Tim was appointed Managing Director of
Wesfarmers Industrial and Safety in April 2020.
Having joined Wesfarmers in 1999, Tim worked
in commercial and business development roles
within the Wesfarmers Energy division, before his
appointment as General Manager of Wesfarmers
Kleenheat Gas in 2005. In 2006, he was
appointed Managing Director of Wesfarmers
Energy, and was Executive General Manager,
Business Development from 2009 to 2015. Tim
was appointed Director, Associate Businesses and
International Development of Wesfarmers in 2015
and in 2018 was appointed Project Director for the
demerger of Coles. In 2019, he was appointed
Director, Associate Businesses and Corporate
Projects at Wesfarmers.
Tim has a Bachelor of Engineering (Mech, Hons)
and a Master of Business Administration from The
University of Western Australia and has completed
the Advanced Management Program at Harvard
Business School.
Naomi Flutter
EXECUTIVE GENERAL MANAGER
CORPORATE AFFAIRS
WESFARMERS
Naomi joined Wesfarmers as Executive General
Manager, Corporate Affairs in August 2018. Prior
to that she worked for Deutsche Bank for 20 years,
in roles including head of the Global Transaction
Banking division for Australia and New Zealand and
head of the Trust and Agency business across Asia.
Naomi has honours degrees in Economic History
and Law from the Australian National University and
a Masters of Public Policy from Harvard University's
John F Kennedy School of Government. Naomi
currently serves on the Council of the Australian
National University where she is the Pro Chancellor.
Jenny Bryant
CHIEF HUMAN RESOURCES OFFICER
WESFARMERS
Jenny was appointed as Chief Human Resources
Officer of Wesfarmers in October 2016 and in
addition to her human resources responsibilities
leads the Wesfarmers Advanced Analytics team.
Jenny joined Wesfarmers in 2011 as the Human
Resources Director for Coles and held this role until
2015 when she took on the role of Business
Development Director, Coles.
Her previous work experience encompasses
Mars, Vodafone and EMI Music in a number of
global roles in operations, sales and marketing
and human resources.
Jenny holds a Masters of Arts (MA) with honours
from Cambridge University. In March 2020, Jenny
was appointed as a Director of the flybuys joint
venture with Coles Group Limited.
Ian Hansen
CHIEF EXECUTIVE OFFICER
WESFARMERS CHEMICALS,
ENERGY & FERTILISERS
Ian was appointed as Chief Executive Officer
of Wesfarmers Chemicals, Energy & Fertilisers in
July 2017. Prior to this, Ian was the Chief Operating
Officer of that business. From October 2007 to
July 2010 he was the Managing Director of the
Chemicals and Fertilisers division.
During Ian's more than 30 years with Wesfarmers,
he has held a wide range of operational and
commercial management roles in both the
chemicals and fertilisers area of Wesfarmers,
having responsibility for the activities of ammonia,
ammonium nitrate, sodium cyanide and industrial
chemicals businesses, as well as fertiliser sales,
distribution, supply chain and manufacturing.
Ian has a Bachelor of Science (double chemistry
major) and has undertaken postgraduate business
studies. He is also a graduate of the INSEAD
Advanced Management Programme.
Wesfarmers 2020 Annual Report
15
At Wesfarmers, our primary objective is to deliver satisfactory returns to shareholders through financial discipline and quality management of a diversified portfolio of businesses. A key focus of the Group is ensuring that each of our divisions has a strong management capability that is accountable for strategy development and execution, as well as day-to-day operational performance. Each division is overseen by a divisional board of directors that includes the Wesfarmers Managing Director and Chief Financial Officer, and is guided by our Group-wide operating cycle and governance framework.This operating and financial review sets out the Group’s objective, strategies and values. It also outlines a review of our operational performance for the 2020 financial year, as well as summarising the Group's risks and prospects. The 2020 financial performance is also outlined for each division, together with a summary of its competitive environment, strategies, risks and prospects. Operating and financial reviewWesfarmers 2019 Annual Report14OPERATING AND FINANCIAL REVIEWWesfarmers’ primary objective is to deliver satisfactory returns to shareholders through financial discipline and exceptional management of a diversified portfolio of businesses. A key focus of the Group is ensuring that each of its divisions has a strong management capability that is accountable for strategy development and execution, as well as day-to-day operational performance. Each division is overseen by a divisional board of directors or a steering committee that includes the Wesfarmers Managing Director and Chief Financial Officer, and is guided by a Group-wide operating cycle and governance framework.This operating and financial review sets out the Group’s objective, values, growth enablers and strategies. It also outlines a review of operational performance for the 2019 financial year, as well as summarising its risks and prospects. The 2019 financial performance is also outlined for each division, together with its competitive environment, strategies, risks and prospects. This year, I am pleased that we have expanded our sustainability disclosures in this annual report and will shortly launch a new, dynamic sustainability portal - together replacing our annual sustainability report. The review should be read in conjunction with the financial statements, which are presented on pages 111 to 160 of this annual report.On behalf of the Board, I’m very pleased to present the operating and financial review of Wesfarmers for shareholders.Above: Anthony Gianotti in the Wesfarmers corporate office with The Wesfarmers Collection of Australian Art, PerthSeen here: JUDY WATSON | Stake | 2010 | pigment, acrylic, acquarelle and chinagraph pencil | 209cm x 195cm ©Judy Watson/Copyright Agency 2018ANTHONY GIANOTTI – Chief Financial OfficerANTHONY GIANOTTI Chief Financial OfficerThe Group’s statutory results for the year reflect the adoption of AASB 16 Leases (AASB 16) for the first time. Wesfarmers has applied AASB 16 since 1 July 2019 under the ‘modified retrospective approach’, which does not require historical periods to be restated. To facilitate a comparison to the prior corresponding period, pre-AASB 16 financial information, a non-IFRS measure, has also been presented in this operating and financial review and is the focus of performance commentary.This year, I am pleased to report that our retail businesses are accelerating plans to reduce their Scope 1 and 2 emissions, targeting net zero emissions by 2030. Emissions in WesCEF, and Industrial and Safety present a greater challenge to abate and our aspiration is to achieve net zero Scope 1 and 2 emissions in these businesses by 2050. There is further information in our climate-related financial disclosure section on page 68.The review should be read in conjunction with the financial statements, which are presented on pages 117 to 164 of this annual report.Operating (cid:190)(cid:287)(cid:221)(cid:927)(cid:389)(cid:287)(cid:190)(cid:287)(cid:215)(cid:259)(cid:190)(cid:280)(cid:927)reviewOperating and financial reviewWesfarmers 2020 Annual Report16The Wesfarmers Way
From our origins in 1914 as a Western Australian
farmers’ cooperative, Wesfarmers has grown into one
of Australia’s largest listed companies and private
sector employers, with approximately 107,000 team
members and more than 487,000 shareholders.
Wesfarmers’ diverse businesses in this year’s review
cover: home improvement; apparel and general
merchandise; office supplies; chemicals, energy and
fertilisers; and industrial and safety products and
services. Wesfarmers’ businesses predominantly
operate in Australia and New Zealand with the portfolio
including some of these countries’ leading brands.
The Wesfarmers Way is the framework for the
company’s business model and sets out our core
values and value-creating strategies, which are directed
at achieving the Group’s primary objective of providing
a satisfactory return to shareholders.
OUR OBJECTIVE
To deliver a satisfactory
return to shareholders
VALUE-CREATING STRATEGIES
Strengthen existing
businesses through
operating excellence
and satisfying
customer needs
Secure growth
opportunities
through
entrepreneurial
initiatives
Renew the
portfolio through
value-adding
transactions
Ensure
sustainability
through
responsible
long-term
management
CORE VALUES
Integrity
Openness
Accountability
Entrepreneurial
spirit
Wesfarmers 2020 Annual Report
Wesfarmers 2020 Annual Report
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Performance measuresGrowth in TSR relies on improving returns from invested capital relative to the cost of that capital and growing the capital base at a satisfactory rate of return on capital (ROC)1.Given a key factor in determining TSR performance is the movement in Wesfarmers’ share price, which can be affected by factors outside the control of the company (including market sentiment, business cycles, interest rates and exchange rates), the Group focuses on return on equity (ROE) as a key internal performance indicator.While ROE is recognised as a fundamental measure of financial performance at a Group level, ROC has been adopted as the principal measure of business unit performance. ROC focuses divisional businesses on increasing earnings and/or increasing capital productivity by managing existing assets efficiently, as well as making an adequate return on any new capital deployed.Minimum ROC targets for each division are set based on their pre-tax cost of capital, while satisfactory ROC targets are established based on the Group’s ROE targets, which are reviewed annually with reference to the performance of the broader market.1 Pre-AASB 16 RoC is calculated as EBIT / capital employed. Post-AASB 16 RoC is calculated as EBT / capital employed, where capital employed excludes right-of-use assets and lease liabilities.Our objectiveThe primary objective of Wesfarmers is to provide a satisfactory return to shareholders. The measure used by the Group to assess satisfactory returns is total shareholder return (TSR) over the long term. We measure our performance by comparing Wesfarmers’ TSR against that achieved by the broader Australian market.Operating and financial reviewWesfarmers 2020 Annual Report18Approach to delivering satisfactory returns to shareholders
The Group seeks to:
• continue to invest in Group businesses where capital investment opportunities exceed return requirements;
• acquire or divest businesses where doing so is estimated to increase long-term shareholder value; and
• manage the Group’s balance sheet to achieve an appropriate risk profile, an optimised cost of capital and flexibility to take
advantage of opportunities as they arise.
Cash flow
generation
- Drive long-term earnings
growth
- Manage working capital
effectively
- Strong capital expenditure
processes
- Invest above the cost of capital
- Maintain financial discipline
In generating cash flow and
earnings, the Group seeks to employ
excellent management teams who
are empowered to drive long-term
earnings growth. This is achieved
through deploying best practice
principles in operational execution
and maintaining a long-term focus
in regards to strategy and growth.
The Group continuously looks to
improve the working capital efficiency
of all of its businesses. In addition,
the Group ensures strong discipline
in relation to capital expenditure
investment decisions.
Balance sheet
strength
- Diversity of funding sources
- Optimise funding costs
- Maintain strong credit metrics
- Risk management of maturities
Delivery of long-term
shareholder returns
- Improve returns on invested
capital
- Efficient distribution of franking
credits to shareholders
- Effective capital management
The Group endeavours to achieve
a cost of capital advantage while
maintaining balance sheet strength
and flexibility in order to be able to act
when opportunities arise.
This includes maintaining access to
diverse sources of funding, including
bank facilities and global bond
markets, and optimising funding costs.
The Group maintains strong credit
metrics, in line with strong investment
grade credit ratings, supported
by good cash flow generation and
disciplined capital management.
Risk is managed by smoothing debt
maturities over time, limiting total
repayments in any given year.
With a focus on generating strong cash
flows and maintaining balance sheet
strength, the Group aims to deliver
satisfactory returns to shareholders
through improving returns on invested
capital. Recognising the value of
franking credits to shareholders,
Wesfarmers also seeks to distribute
these to shareholders. Depending
upon circumstances, capital
management decisions may also be
taken from time to time where this
activity is in shareholders’ interests.
Approach to capital allocation
The Group evaluates a broad range of investment opportunities, including:
Existing
portfolio
- deploying capital in its existing
portfolio to build businesses
with unique capabilities and
platforms in expanding markets
Adjacent
opportunities
- leveraging existing assets and
capabilities to take advantage
of adjacent opportunities
Value-accretive
transactions
- disciplined investments in
opportunistic and value-accretive
transactions through various
ownership models (e.g. minority
interest, full control, partnerships)
Importantly, in assessing these opportunities the Group applies a long-term horizon to investment decisions and remains
very disciplined in its approach to evaluating opportunities with the most important criteria being whether the investment
is going to create value for shareholders over time.
Wesfarmers 2020 Annual Report
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Operating and financial review
Our value-creating strategies
Consistent with the Wesfarmers Way, the Group's primary objective to provide a satisfactory return to shareholders
is driven by four overarching strategies. These are:
Operating excellence - strengthening existing businesses through operating excellence and satisfying customer needs;
Entrepreneurial initiative - securing growth opportunities through entrepreneurial initiative;
Renewing the portfolio - renewing the portfolio through value-adding transactions; and
Operating sustainably - ensuring sustainability through responsible long-term management.
OPERATING EXCELLENCE
Our achievements
Our focus for the coming years
• Continued improvements in our
customer offers, including reinvesting
in value to drive business growth and
improving merchandise ranges
• Provided even greater value for
customers by lowering prices following
productivity gains
• Further investment in our digital offer
across all divisions and significant
expansion of the Group’s online
transaction capabilities
• Focused on production plant efficiency
and maintaining and growing customer
relationships in our industrial businesses
• Made further operational productivity
improvements and reduced costs
across our businesses
• Bunnings will maintain its focus on
driving long-term value creation by
strengthening the customer offer,
creating better experiences for
customers and the wider community,
expanding digital capabilities, growing
the store network, and broadening
commercial markets while maintaining
cost discipline
• Kmart will focus on investing for
future growth through the ongoing
development of technology capabilities
and investing in store network changes,
including the conversion of Target
stores and the new K Hub small format,
to unlock further scale efficiencies to
underpin Kmart’s future growth
• Target will continue to improve its offer
and digital capabilities while managing
its remaining lease portfolio to achieve
optimal commercial outcomes for the
Kmart Group
• Catch will continue to focus on growth
and improving its customer value
proposition through broadening its
range, and leveraging assets across
the Wesfarmers Group
• Officeworks will continue to drive
growth and improve productivity. Key
focus areas include continuing to grow its
every-channel offer, leveraging the data
and analytics platform and increasing
awareness of the Geeks2U offer
• WesCEF will focus on maintaining
strong operational performance across
existing businesses, considering
investments in adjacent projects such
as the Mt Holland lithium project, and
investing in innovative products
• Industrial and Safety will continue
to work on improving business
performance through enhancing the
customer value proposition as well as
continued investment in data, digital
and its core systems
ENTREPRENEURIAL INITIATIVE
Our achievements
• Innovation and extension of retail
channels including Drive and Collect
at Officeworks and Bunnings, and
Catch Click and Collect at selected
Target stores
• Investment in the Group’s digital
capabilities including the accelerated
development of the digital agenda
at Bunnings and upgrades to online
functionality in Officeworks and
Kmart Group
• Optimisation and investment in retail
store networks including the launch of
the K Hub small format stores in Kmart
through the conversion of selected
Target Country stores
20
Wesfarmers 2020 Annual Report
• Expanded use of data analytics to
optimise chemical plant performance
• Continued to better leverage Group
data, supported by ongoing investment
in the Advanced Analytics Centre
• Continued format innovation across
the retail businesses, including the
acquisition of Adelaide Tools to provide
a specialised offer for trade customers
Our focus for the coming years
• Continue to reinforce entrepreneurial
initiative
• Leverage assets and digital expertise
across the Wesfarmers Group to
broaden multi-channel offerings across
the retail businesses
• Continue to invest in data capabilities
to embed the use of advanced analytics
in everyday decision-making
• Further optimisation and investment in
retail store networks, including applying
the learnings from the Anko trials in the
United States to the new K Hub stores
• Align future growth opportunities with
our target of net zero for Scope 1 and
2 emissions for our retail businesses
by 2030
Our achievements• Acquired Catch, an exciting adjacent opportunity for Wesfarmers and the Kmart Group, which will support the development of Kmart and Target’s omni-channel and fulfilment capabilities• Acquired Kidman, and with it a 50 per cent interest in the Mt Holland lithium project, a globally significant lithium deposit. With its joint venture partner, Wesfarmers plans to construct a mine, concentrator and lithium hydroxide refinery, drawing on WesCEF’s deep expertise in chemicals processing• Acquired Adelaide Tools, delivering more choice and convenience for Bunnings’ specialist trade customers • Sold a 10.1 per cent interest in Coles, enhancing the Group’s balance sheet and crystallising an attractive return for shareholdersOur focus for the coming years• Maintain a strong focus and capability to evaluate growth opportunities where long-term shareholder value can be created• Consider innovative investment approaches to complement traditional growth models and provide future optionality• Maintain a patient, disciplined and broad scanning approach to investment opportunities• Apply rigorous due diligence and post-acquisition integration processes• Maintain a strong balance sheet to enable the Group to act opportunistically• Consider opportunities to divest assets either in full or in part, where long-term shareholder value can be createdOur achievements• Further strengthened the Group’s balance sheet• Continued to improve our safety performance, with a 23 per cent reduction in Group TRIFR • Maintained a strong focus on the development of leaders and the broader team • Continued to promote diversity in our workplaces, with 11.5 per cent more self-identified Indigenous team members compared to the prior year • Managed talent development and succession in collaboration with our businesses to identify and develop succession options, focusing on critical roles and talent• Continued to support the communities in which we operate, with indirect and direct contributions of more than $68 million made in the 2020 financial year• Continued focus on delivering progress against the Group’s Climate Change Policy and the development of net zero targets and aspirations• Maintained strong focus on our divisional ethical sourcing programs to increase supply chain transparency and identify, report, and remediate instances of unethical behaviour in our supply chainOur focus for the coming years• Maintaining balance sheet flexibility to allow the Group to withstand a range of economic conditions while continuing to support its operating activities and pursuit of investment opportunities • Continue to provide appropriate governance structures to safeguard future value creation • Continue to foster a more inclusive work environment, reflecting all facets of diversity including gender, ethnicity, indigeneity, thought, experience, religious beliefs, education, age, disability, family responsibilities, sexual orientation and gender identity• Seek to achieve greater gender balance of all teams throughout the Group. Gender balance is defined as a minimum of 40 per cent of either gender• Continue to look after the physical and mental health, safety and development of our people• Continue to focus on minimising our environmental footprint, implementing our climate change strategy and progressing towards meeting our net zero emission reduction targets and aspirations • Contribute positively to the communities in which we operate • Continue to focus on ethical sourcing and modern slavery risk in supply chains, striving to eradicate the exploitation of vulnerable people• Build further awareness of the circular economy into all businesses • Increase focus on reconciliation and engagement with Indigenous peopleOPERATING SUSTAINABLYRENEWING THE PORTFOLIO Wesfarmers 2020 Annual Report21Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewOutstanding peopleWesfarmers seeks to be an employer of choice. Striving to attract a diverse group of outstanding people and utilising their individual talents is one of the most essential elements in achieving sustainable success. Wesfarmers recognises that while great assets and strategies are important, it is people who drive outcomes.Empowering cultureWesfarmers recognises that an empowering culture is essential to engendering accountability for delivering the results agreed upon through the Group’s corporate planning framework. Wesfarmers uses stretch targets in objective setting and encourages team members to be proactive in driving value creation in their businesses.InnovationWesfarmers strives to develop a culture that encourages innovation, and rewards entrepreneurial initiative and creativity.Robust financial capacityBy maintaining a strong balance sheet, the Group aims to provide a competitive cost of, and access to, capital in order to allow the Group to invest in its existing portfolio of businesses and to act when value-creating opportunities present themselves.Each strategy is underpinned by the Group’s well established strategic planning framework. A key attribute of this approach is the maintenance of a long-term focus and acting sustainably in the creation of value and the management of businesses.At a divisional level, detailed strategies are developed specific to the opportunities to improve each of our individual businesses. Divisional strategies are discussed within their respective summaries, starting on page 28.A core attribute of the Wesfarmers operating model is that each of our businesses operates with a high degree of autonomy. Rather than mandating detailed strategies or implementation plans, the Group aims to ensure that the following six key enablers are in place in our businesses, with a goal of driving operating performance to best practice.Social responsibilityRespect for team members, customers and suppliers and a relentless focus on providing safe workplaces are fundamental to the way that Wesfarmers operates. Wesfarmers’ social and environmental responsibility extends to maintaining high standards of ethical conduct, human rights, reducing our impact on the environment and community contribution.Commercial excellenceWesfarmers seeks to ensure that it employs strong financial discipline in all of its decisions across the Group. Wesfarmers has a clear bias towards promoting strong commercial capability across its leadership base.Wesfarmers 2020 Annual Report22Core valuesUnderpinning all of the Group's strategies and ways of working.Openness -Openness and honesty in reporting, feedback and ideas -Accepting that people make mistakes and seeking to learn from themIntegrity -Acting honestly and ethically in all dealings -Reinforcing a culture of doing what is right Accountability -Decision-making to divisions -Accountability for performance -Protecting and enhancing our reputationEntrepreneurial Spirit -Adopt an owner mindset -Encourage our teams to identify opportunities and apply commercial and financial acumen to support calculated risk-taking -Encourage our teams to take the initiative and pursue new and innovative ways of delivering value Wesfarmers 2020 Annual Report23Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewOperating and financial review
Year in review
Overview
The Group reported a statutory net
profit after tax (NPAT) of $1,697 million
for the full-year ended 30 June 2020,
on a post-AASB 16 basis1. NPAT
from continuing operations, excluding
significant items, increased 8.2 per cent
to $2,099 million. The Group’s result
included a loss from significant
items and discontinued operations
of $386 million ($435 million pre-tax)
primarily relating to restructuring actions
in Kmart Group, non-cash impairments
in Target, and Industrial and Safety,
partially offset by gains on sale and
revaluation of the Group’s investment in
Coles. Statutory NPAT of $5,510 million
in the prior year included $3,570 million
relating to gains on the demerger
of Coles and divestments of other
businesses, as well as earnings from
these discontinued businesses.
It was pleasing to have reported a solid
trading performance while supporting
customers, team members and the
community through a year that was
significantly disrupted by COVID-19
and the Australian bushfires.
During the year, Wesfarmers completed
the acquisition of Kidman and Catch.
The Group also took actions to maintain
significant balance sheet flexibility in
response to the high level of uncertainty
associated with COVID-19, including the
sale on 30 March 2020 of a 5.2 per cent
Net profit after tax
(excluding significant items)
$2,075m
Return on equity
(excluding significant items)
22.1%
Post-AASB 16
FY20 2,075
Pre-AASB 16
FY20 2,091
FY19 2,339
FY18 2,772
FY17 2,873
FY16 2,353
Post-AASB 16
FY20
22.1
Pre-AASB 16
FY20
FY19
FY18
FY17
FY16
21.1
19.2
11.7
12.4
9.6
24
Wesfarmers 2020 Annual Report
interest in Coles for pre-tax proceeds of
$1,062 million, net of transaction costs.
This followed the sale on 18 February
2020 of a 4.9 per cent interest in Coles
for pre-tax proceeds of $1,047 million,
net of transaction costs. The total full-
year dividend of 170 cents per share
includes a fully-franked special dividend
of 18 cents per share, reflecting the after-
tax distribution of profits on the partial
sale of the Group’s interest in Coles.
In May 2020, the Group outlined plans
to accelerate the growth of Kmart and
address the unsustainable financial
performance of Target. The Kmart
Group result includes pre-tax significant
items of $635 million, relating to the
conversion of Target stores to Kmart
stores and associated actions to
simplify the Target business.
Further detail on divisional financial
performances are outlined in pages
28 to 59.
Operating cash flow
Operating cash flows of $3,597 million
were 32.3 per cent higher than the
prior year. The result was driven by a
strong increase in divisional cash flow,
reflecting favourable but temporary
working capital movements across
the retail businesses. The Group
recorded a working capital inflow of
$723 million for the year as a result
of unusually high customer demand
associated with COVID-19 at the end
of the period, resulting in lower than
usual inventory balances and higher
payables balances. Operating cash
flows in the prior period included
operating cash flows from Coles and
other discontinued operations.
Capital expenditure
Gross capital expenditure from
continuing operations of $867 million
was in line with the prior period.
Proceeds from property disposals
of $299 million were $198 million
below the prior year, reflecting lower
property recycling activity in Bunnings.
The resulting net capital expenditure
of $568 million was $205 million, or
56.5 per cent, higher than the prior year.
Free cash flow
Free cash flows of $4,239 million were
43.1 per cent higher than the prior year,
reflecting the increase in operating
cash flows, and $2,109 million in net
proceeds from the partial sale of the
Group’s investment in Coles, offset by
$1.0 billion in acquisition consideration
associated with Kidman and Catch.
Free cash flows in the prior period
included proceeds from the divestment
1 All other commentary in the operating financial
review section of the annual report is focused on
results excluding the impact from the adoption of
AASB 16 in order to facilitate comparison to the
prior period.
Earnings per share
(excluding significant items)
183.4 cents
Free cash flow
$5,188m
Post-AASB 16
FY20 183.4
Pre-AASB 16
FY20 184.9
FY19 206.8
FY18 245.1
FY17 254.7
FY16 209.5
Post-AASB 16
FY20 5,188
Pre-AASB 16
FY20 4,239
FY19 2,963
FY18 3,422
FY17 4,173
FY16 1,233
FY20 EXCLUDING SIGNIFICANT ITEMS
EXCLUDING SIGNIFICANT ITEMS
REPORTED
• 2020 excludes post-tax significant items including:
$520 million of non-cash impairments, write-offs
and provisions in Kmart Group, $298 million
non-cash impairment of WIS, $203 million gain
on sale of the 10.1 per cent interest in Coles and
$154 million revaluation of the retained interest,
and includes a benefit of $83 million from the
finalisation of tax positions on prior year disposals.
• 2019 excludes post-tax significant items including:
$2,264 million gain on demerger of Coles,
$645 million gain on sale of Bengalla, $244 million
gain on sale of KTAS, $120 million gain on sale of
Quadrant Energy and $102 million provision for
Coles supply chain automation.
• 2018 excludes post-tax significant items
including: $300 million non-cash impairment of
Target, $1,275 million relating to discontinued
operations which includes the $953 million
(£544 million) non-cash impairment of BUKI,
$70 million (£40 million) store closure provision
in BUKI, $375 mllion (£210 million) loss on sale
relating to BUKI and $123 million gain on sale of
the Curragh Coal Mine.
• 2016 excludes post-tax significant items including:
$1,249 million non-cash impairment of Target;
$595 million non-cash impairment of Curragh Coal
Mine; and $102 million of restructuring costs and
provisions to reset Target.
of Bengalla, Quadrant, and Tyre and
Auto Pty Ltd (KTAS), as well as the
operating cash flows from the divested
businesses and Coles.
Balance sheet
The Group recorded a net cash
position of $471 million as at
30 June 2020, comprising interest-
bearing liabilities, excluding lease
liabilities, net of cross-currency swap
assets and cash at bank and on
deposit, compared to a net financial
debt position of $2,116 million as at
30 June 2019. The net cash position
reflects the strong operating cash flow
performance during the year, as well
as the proceeds from the sale of the
Group’s 10.1 per cent interest in Coles.
Debt management
and financing
The Group’s financing strategy is to
diversify its funding sources, pre-fund
upcoming maturities and maintain
a presence in key markets.
In response to the high level of
uncertainty associated with COVID-19,
Wesfarmers took various actions to
further strengthen the Group’s balance
sheet, including extending its available
committed debt facilities by $1.95 billion
to $5.3 billion. The extension of debt
facilities was secured at acceptable
terms, with pricing well below the
Group’s current overall cost of debt.
Other finance costs decreased by
$42 million to $133 million, reflecting a
decrease in the effective cost of debt
and lower average debt balances.
The Group’s ‘all-in’ effective borrowing
cost decreased 0.2 percentage points
to 4.93 per cent and its strong credit
ratings remained unchanged, with a
rating from Moody’s Investors Services
of A3 (stable) and rating of A- (stable)
from Standard & Poor’s.
Impact of AASB 16 leasing
standard
Wesfarmers has applied AASB 16
from 1 July 2019, using the ‘modified
retrospective approach’, which
does not require historical periods
to be restated. On application of the
standard, the Group recorded on its
balance sheet right-of-use assets of
$6,352 million and lease liabilities of
$7,275 million, deferred tax assets
of $222 million, and derecognised
$183 million of lease-related provisions,
with a net impact of $518 million
recognised as a leasing reserve and
resulting in a reduction in total equity.
Broadly, the adoption of AASB 16
results in a reduction of occupancy
expenses which is offset by an
increase in depreciation on the
right-of-use asset, and an increase
in interest on lease liabilities. The
adoption of AASB 16 also results in
a reclassification of cash flows from
operating cash flows (rental payments)
to financing cash flows (repayment of
lease liabilities). There is no net impact
on reported total net cash flows from
the adoption of AASB 16.
Further information on the impact of
AASB 16 is provided with the financial
statements, which are presented on
pages 117 to 164 of this annual report.
Group capital employed
Year ended 30 June1
Inventory
Receivables and prepayments
Trade and other payables
Other
Net working capital
Property, plant and equipment
Mineral rights
Goodwill and intangibles
Other assets
Provisions and other liabilities
Total capital employed
Net financial debt2
Net tax balances
Net right-of-use asset/(lease liability)
Total net assets
Post-AASB 16
2020
$m
Reported
2019
$m
3,844
1,261
(4,008)
172
1,269
3,623
813
3,814
1,804
(1,698)
9,625
471
278
(1,030)
9,344
4,246
1,203
(3,620)
266
2,095
3,877
-
4,076
3,550
(1,484)
12,114
(2,116)
(27)
-
9,971
1 Balances reflect the management balance sheet, which is based on different classification and groupings
than the balance sheet in the financial statements.
2 Net financial debt is net of cross-currency interest swaps and interest rate swap contracts. Excludes lease
liabilities. Net cash position expressed as a positive.
Cash capital expenditure
(From continuing operations)
Year ended 30 June
Bunnings
Kmart Group
Officeworks
WesCEF
Industrial and Safety
Other
Gross capital expenditure
Sale of PP&E
Net capital expenditure
Net capital expenditure in discontinued operations
Group (including discontinued)
Gross capital expenditure
Sale of PP&E
Net capital expenditure
2020
$m
511
142
40
110
59
5
867
(299)
568
-
867
(299)
568
2019
$m
470
205
42
58
83
2
860
(497)
363
464
1,356
(529)
827
Wesfarmers 2020 Annual Report
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Operating and financial review
Year in review
Dividends
A key component of TSR is the
dividends paid to shareholders.
The Group’s dividend policy considers
available franking credits, current
earnings and cash flows, future cash
flow requirements and targeted credit
metrics.
The Board has determined to pay a
fully-franked final ordinary dividend of
77 cents per share, taking the full-year
ordinary dividend to 152 cents per
share. The directors also determined
to pay a fully-franked special dividend
of 18 cents per share, reflecting the
distribution of after-tax profits on the
sale of the Group’s 10.1 per cent
interest in Coles during the period,
bringing the total full-year dividend to
170 cents per share. The final dividend
and special dividend will be paid on
1 October 2020 to shareholders on the
company’s register on 26 August 2020,
the record date for both dividends.
Given the preference of many
shareholders to receive dividends in
the form of equity, the directors have
decided to continue the operation
of the Dividend Investment Plan
(the ‘Plan’). The allocation price for
shares issued under the Plan will be
calculated as the average of the daily
volume weighted average price of
Wesfarmers shares on each of the 15
consecutive trading days from and
including the third trading day after the
record date, being 31 August 2020 to
18 September 2020.
The last date for receipt of applications
to participate in, or to cease or
vary participation in the Plan, was
27 August 2020. No discount will
apply to the allocation price and the
Plan will not be underwritten. Shares
to be allocated under the Plan will
be transferred to participants on
1 October 2020. Given the Group’s
strong credit metrics, any shares to
be issued under the Plan will be
acquired on-market and transferred
to participants.
Significant balance
sheet flexibility
with net cash of
$471 million
Fixed financial obligations
Operating leases1
Bank facilities & bonds
$8.5b
$2.3b
Dividends per share
(includes special dividends)
170 cents
300
250
200
150
100
50
0
FY202
152
FY193 178
FY18
FY17
FY16
223
223
186
16
17
18
19
20
ORDINARY DIVIDENDS
SPECIAL DIVIDENDS
Other finance costs ($m)
and weighted average
cost of debt (%)
Debt maturity profile ($m)
TSR4: Wesfarmers and ASX100
(last 10 years)
FINANCE COSTS (LHS) FY20
FINANCE COSTS (LHS)
WEIGHTED AVERAGE COST OF DEBT (RHS)
BANK FACILITIES
CAPITAL MARKETS
CASH AT BANK AND ON DEPOSIT
WESFARMERS LIMITED TSR INDEX
ASX100 ACCUMULATION INDEX
350
300
250
200
150
100
50
0
16
17
18
19
20
7
6
5
4
3
2
1
0
0
(1,200)
(2,400)
(3,600)
20
21
22
23
500
400
300
200
100
50
10
11
12
13
14
15
16
17
18 19
20
1 Represents future undiscounted minimum rentals payable under non-cancellable operating leases. Post-AASB 16 undiscounted lease liability totals $8.2 billion.
2 Excludes a fully-franked special dividend of 18 cents per share, relating to the distribution of the after-tax profit on the sale of the Group's 10.1 per cent interest
in Coles during the period.
3 Excludes a fully-franked special dividend of 100 cents per share, paid on 10 April 2019.
4 Assumes 100 per cent dividend reinvestment on the ex-dividend date, and full participation in capital management initiatives (e.g. rights issues and share
buybacks). Source: Bloomberg.
26
Wesfarmers 2020 Annual Report
!
RISK
Wesfarmers recognises the
importance of, and is committed
to, the identification, monitoring
and management of material risks
associated with its activities across
the Group.
The following information sets out
the major Group-wide risks. These
are not in any particular order and
do not include generic risks such
as changes to macro-economic
conditions affecting business and
households in Australia, which would
affect all companies with a large
domestic presence and which could
have a material effect on the future
performance of the Group. During
the 2020 financial year, the world
was confronted with the impacts of
COVID-19. The Wesfarmers Group
is actively managing the continued
impact and uncertainty of COVID-19
by understanding and managing the
effects it has on the key risks set out
below. COVID-19 is therefore not
included as a separate risk.
In line with the prior year, increased
information on climate-related risks
is provided on pages 68 to 78 of this
annual report.
PROSPECTS
The continued impact of COVID-19
on customer demand, operations
and the broader economy present
significant uncertainty for the Group’s
businesses. While consumers
spending more time at home is
likely to support higher demand in
some of the Group’s businesses,
retail sales will be impacted by any
further trading restrictions and the
gradual removal of government
stimulus measures, including early
superannuation access, should
unemployment remain elevated.
Retail sales may also be impacted
by some customer purchases in the
2020 financial year being brought
forward from the 2021 financial year.
The Group’s businesses expect to
continue to incur additional operating
costs as they prioritise the safety of
customers and team members in a
COVID-19 environment.
Despite this uncertainty, the Group’s
portfolio of cash-generative
businesses with leading market
positions is well-placed to deliver
satisfactory shareholder returns over
the long term. Given Wesfarmers’
strong balance sheet, and the
Further information on risk
management, including policies,
responsibility and certification, can be
found on page 86 of this annual report
and in the corporate governance
section of the company’s website at
www.wesfarmers.com.au/cg
• Breaches of the Group’s Code of
Conduct
• Failure to source goods or services
in an ethical and responsible manner
• Serious injury, safety or
environmental incident
Regulatory
• Non-compliance with applicable
laws, regulations and standards
• Adverse regulatory or legislative
change
Financial
• Currency volatility
• Adverse commodity price
movements
• Reduced access to funding
Strategic
• Increased competition
• Ineffective execution of strategy
• Loss of key management personnel
• Damage or dilution to Wesfarmers’
reputation or brands
• Digital disruption to industry
structures
Operational
• Loss of critical supply inputs or
infrastructure, including IT systems
• Loss of privacy or data breaches
• Business interruption arising from
industrial disputes, work stoppages
and accidents
• Risks inherent in distribution and
sale of products
diversity and resilience of the Group’s
portfolio, it remains well-positioned
for a range of economic conditions.
The Group’s retail businesses will
maintain their focus on meeting
changing customer needs and
delivering even greater value, quality
and convenience for customers.
Recent investments into Group
and divisional digital capabilities
will continue and are expected
to support enhancements to
the customer value proposition,
expansion of addressable markets
and delivery of operating efficiencies.
Subsequent to the end of the
financial year, Wesfarmers concluded
the strategic review of Target. The
review determined that the best
commercial outcome is for Target to
continue to operate as a stand-alone
business within the Kmart Group.
The strategy for Target will continue
to prioritise online growth, with a
focus on improving the product
offer in the destination categories of
soft home and apparel. In addition,
a disciplined approach to capital
allocation will result in a progressive
reduction in the size of the store
network over time.
The performance of the Group’s
industrial businesses will continue
to be subject to international
commodity prices, foreign exchange
rates, competitive factors and
seasonal outcomes. While demand
from key end-markets is expected
to remain robust, earnings in the
WesCEF business are expected to
be impacted by weaker energy prices
and lower margins in explosive grade
ammonium nitrate.
Actions have been taken to address
the unsatisfactory performance in
Target, and Industrial and Safety,
and the Group will remain focused
on the successful implementation of
these actions.
The Group will continue to develop
and enhance its portfolio, building
on its unique capabilities and
platforms to take advantage
of growth opportunities within
existing businesses, recently
acquired investments and to pursue
transactions that create value for
shareholders over the long term.
Wesfarmers 2020 Annual Report
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Operating and financial review
Bunnings
Founded in 1886 in Western Australia,
Bunnings opened its first warehouse
in Sunshine, Melbourne in 1994.
Bunnings is the leading retailer of home
improvement and lifestyle products in
Australia and New Zealand and a major
supplier to project builders, commercial
tradespeople and the housing industry.
Throughout COVID-19, Bunnings
continued to service the needs
of its customers in the rapidly
changing environment, ensuring a
reliable supply of key products for
both DIY and trade customers."
28
Wesfarmers 2020 Annual Report
YEAR IN REVIEW
Revenue
$14,999m
2020 14,999
2019
2018
2017
2016
13,166
12,544
11,514
10,575
Key financial indicators
EBT
$1,826m
2020
1,826
2019
2018
2017
2016
1,626
1,504
1,334
1,213
Post
AASB 16
Pre
AASB 16
PROSPECTS
For the year ended 30 June
2020
2020
2019
2018
2017
2016
Revenue ($m)
14,999 14,999 13,166 12,544 11,514 10,575
Earnings before tax ($m)
1,826
1,852
1,626
1,504
1,334
1,213
Capital employed (R12) ($m)
3,146
2,997
3,220
3,045
3,192
3,312
Return on capital employed (R12) (%)
Cash capital expenditure ($m)
58.0
511
61.8
511
50.5
49.4
470
497
41.8
367
36.6
533
PERFORMANCE DRIVERS
Revenue for Bunnings increased
13.9 per cent to $14,999 million. Total
store sales growth of 14.7 per cent
was achieved during the year, and
store-on-store sales also increased
14.7 per cent. Bunnings recorded
earnings of $1,852 million, an increase
of 13.9 per cent on last year.
The Australian bushfires and COVID-19
had a significant impact on Bunnings’
operations and the communities it serves.
The strength of the full year earnings
result reflects the continued execution of
the strategic agenda as well as increased
demand for Bunnings products in
Australia, and in New Zealand following
the reopening of temporarily closed stores
due to government-mandated trading
restrictions. Bunnings responded to this
changing environment by adapting its
operations and accelerating its digital
innovation to ensure that customers
could safely get access to the products
they need.
While disciplined cost control remained a
focus throughout the year, approximately
$20 million was invested in additional
cleaning, security and protective
equipment to operate safely in response
to COVID-19. In addition, costs of
approximately $70 million were incurred
in the second half as a result of trading
restrictions in New Zealand, the
permanent closure of seven New Zealand
stores and the accelerated rollout of the
online offer.
A number of initiatives were introduced
to enhance the customer experience
both in store and online, and increase
convenience for customers, including
a fully-transactional website across
Australia and New Zealand, the rollout
of Click and Deliver, a contactless Drive
and Collect service and the release of
a Product Finder App.
For commercial customers, Bunnings
introduced a digital self-checkout option
via mobile for PowerPass customers,
and completed the acquisition of
Adelaide Tools, which will enable
Bunnings to deliver even more choice
and convenience for trade customers.
Return on capital increased from
50.5 per cent to 61.8 per cent,
reflecting earnings growth as well
as the continuation of the property
recycling program, disciplined capital
management and favourable but
temporary working capital movements
prior to the end of the year.
At the end of the year, there were
274 warehouses, 68 smaller format
stores, 30 trade centres, as well
as six Adelaide Tools stores in the
Bunnings network.
Across Australia and New Zealand,
Bunnings remains focused on driving
growth through our strategic pillars
of price, range and service.
We are continuing to create better
experiences for customers and bringing
them more value and convenience.
A broader addressable market across
home and lifestyle and commercial offers
many opportunities for further growth in
both consumer and commercial markets,
with new category opportunities and
tailored product ranges to suit the needs
of customers.
While the outlook remains uncertain,
Bunnings’ trading performance in the
2021 financial year is expected to
moderate following the extraordinary
growth in the second half of 2020,
which in part reflects customer
purchases brought forward from the
2021 financial year.
Bunnings will continue to accelerate the
development of its digital offer, working
hard to make sure our customers
continue to have a great experience
both in-store and online. With a
fully-transactional offer now available
across Australia and New Zealand,
more digital initiatives will be rolled out
to engage both retail consumers and
commercial customers.
We will also maintain our strong
commitment to cost control,
strengthening the core of the Bunnings
business and continuing to invest in
service, value and growth initiatives.
As always, the community remains at the
heart of who we are and what we do, and
Bunnings will continue to support the
communities where our stores operate.
I would like to thank our team and our
suppliers for their hard work and
commitment to meet the needs of our
customers during a challenging year.
Michael Schneider
MANAGING DIRECTOR
BUNNINGS GROUP
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Operating and financial review
Bunnings
OUR BUSINESS
OUR MARKET
Bunnings caters for retail and
commercial customers across the home
and lifestyle market in Australia and
New Zealand, operating from a network
of large warehouse stores, smaller
format stores, trade centres, and frame
and truss sites, as well as online.
Bunnings is expanding its brand
reach across its market through the
opening of new stores, flexible formats,
digital innovation and commercial
relationships. The focus is on creating
value for customers and delivering the
best offer everywhere, be that digital,
in-home, in-store or on-site.
Bunnings is the leading retailer of home
improvement and lifestyle products in
Australia and New Zealand, and a major
supplier to project builders, commercial
tradespeople and the housing industry.
Bunnings is focused on creating value
for its customers over the long term,
based on four interlinked principles: a
winning offer to customers; an engaged,
focused and committed workforce;
business behaviour that builds trust;
and sustainable satisfactory
shareholder returns.
Bunnings employs more than
48,000 team members across Australia
and New Zealand and its stores stock
more than 45,000 products, with an
expanded offer available through a
special-order range both online and
in-store, as well as through trusted
sellers as part of Bunnings’ online
marketplace, Bunnings MarketLink.
Bunnings is expanding
its brand reach across
its market through the
opening of new stores,
flexible formats, digital
innovation and commercial
relationships. The focus
is on creating value for
customers and delivering
the best offer everywhere,
be that digital, in-home,
in-store or on-site.
30
Wesfarmers 2020 Annual Report
SUSTAINABILITY
People
Team members are the most important
part of the Bunnings business and their
safety and wellness remains the highest
priority. During the year, there was a four
per cent reduction in the number of
injuries recorded and an eight per cent
reduction in the Total Recordable Injury
Frequency Rate (TRIFR).
Key safety initiatives included leveraging
the Bunnings internal social media
platform, Workplace, to consult and
engage with the team and share
learnings across the business, as well
as improving the performance of safety
reporting for sites.
Throughout the year, cross-functional
learning teams were introduced to review
serious incidents and a critical risk
program began, with assessment,
analysis and verification across each
critical risk commencing.
Wellness was a key focus during the year
with trials conducted on a wellbeing app
and on-site wellbeing champions. Best
care for the team was strengthened with
the release of 12 new ‘mind matters’
cards focusing on mental health and
wellbeing.
COVID-19 presented new challenges
requiring rapid changes to ensure the
safety and wellbeing of the Bunnings
team and customers. Changes were
made to operational activities, layouts
of stores, and systems and processes
to ensure the business could continue
to safely trade during the pandemic.
A dedicated ‘Stronger Together’ online
Workplace group was created to provide
additional mental health resources
to support team members during the
challenges of COVID-19.
Safety performance
(from continuing operations)
TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)1
10.3
2020
2019
2018
2017
2016
10.3
11.2
11.6
18.92
22.62
1 TRIFR is the number of lost time and medical
treatment injuries per million hours worked.
2 Prior to 2018, Bunnings reported an all injury
frequency rate (AIFR) which is the number of
'all' injuries per million hours worked.
The next financial year will see a focus on
harnessing the knowledge and feedback
of the Bunnings team, implementing
controls to reduce critical risks, and
broadening wellbeing support for the team.
Bunnings revised its Inclusive Leadership
Awareness training program to focus on
practical solutions, the benefits of diverse
and inclusive teams, unconscious biases
and benefits of workplace flexibility.
The program has been run with over
350 complex managers, operations
managers and store support leaders.
Community
During the year, Bunnings stores helped
raise and contribute almost $43 million
through more than 72,000 community
activities.
In November 2019, Bunnings team
members in Australia hosted a national
sausage sizzle to raise funds for those
impacted by recent bushfires and the
continued drought. More than $600,000
was raised and contributed to GIVIT,
which facilitate donations of items for
people in need.
Team members across Australia and
New Zealand also hosted sausage sizzles
in January 2020, to raise funds for those
affected by the Australian bushfires. More
than $850,000 was raised and donated
to the Australian Red Cross Disaster
Relief and Recovery Fund.
Bunnings supported FightMND
(a fundraising organisation to find a
cure for Motor Neurone Disease) with
Big Freeze beanies sold in all Australian
stores and online. The business also
hosted the Bunnings Warehouse Big
Freeze Facebook event contributing
$500,000. In total, $1.3 million was
raised and contributed to FightMND.
Community contributions
(from continuing operations)
DIRECT
INDIRECT
$42.9m
2020
9.4 33.5
2019
2018
2017
2016
5.4 44.6
5.0 41.7
4.4 38.8
3.7 34.2
While traditional areas of community
support were temporarily unavailable
due to COVID-19 restrictions, Bunnings
adapted quickly to find innovative ways of
connecting with the community. To ensure
groups who had sausage sizzles planned
during the first weeks of lockdown could
find new ways to fundraise, donations of
a $500 gift card were made to more than
3,000 community groups representing
an investment of over $1.7 million.
As local community activities were
paused, Bunnings instead made the
unprecedented move to provide an
additional $1.3 million in direct
community contributions to charities
including The Good Friday Children’s
Hospital Appeal, The Sydney Children’s
Hospital Gold Telethon Appeal,
Hummingbird House, The Salvation
Army Red Shield Appeal, as well as
Lions groups across Australia and
New Zealand.
Bunnings team members were also
keen to maintain their support of local
community groups and an internal
competition was launched, with
engaging team-based challenges.
Winning teams received a donation
to contribute to a local charity of the
team’s choice, resulting in more than
180 community groups who will receive
contributions of over $1.0 million
to assist vulnerable communities.
In total, over $4.0 million will be
contributed for COVID-19 support for
the community. Once government
restrictions are eased, Bunnings looks
forward to resuming its grassroots
approach to community involvement and
fundraising in a safe and measured way.
Waste
(from continuing operations)
RECYCLED
DISPOSED
61.8 kt
2020 32.8 29.0
2019
31.0 27.8
2018
25.7 34.1
2017
27.9 28.4
2016
42.0 31.1
Wesfarmers 2020 Annual Report
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Operating and financial review
Energy efficiency
Bunnings continued to work towards
its target of reducing emissions by
10 per cent by 30 June 2025, based
on a 2018 baseline that factors in
continuing growth of the store network.
Since the end of the 2020 financial year,
Bunnings accelerated its plans to reduce
emissions, targeting net zero Scope 1 and 2
emissions by 2030. Bunnings continued to
increase the generation of renewable power
via solar photovoltaic (PV) installations
across the network. During the year, 35
sites had solar PV systems installed with
67 sites in total completed at 30 June 2020.
A further 25 systems are scheduled for
completion in the next financial year, as
well as expanding solar capability to 10
pre-2018 installed smaller systems.
To accelerate energy efficiency across the
store network, LED lighting is a standard
inclusion for all newly built Bunnings stores
and stores are being gradually retrofitted
across the existing network. As at the end
of the financial year, 149 warehouses,
12 smaller format stores and three trade
centres were using LED lighting. On a
like-for-like basis, LED lighting has been
shown to reduce energy consumption
by more than 20 per cent per store.
During the year, daylight and motion
sensor technology was trialled
in conjunction with LED lighting,
indicating energy consumption
savings of 25 per cent. Daylight and
motion sensors are to be integrated
into selected future LED upgrades
across the network.
Responsible sourcing
Bunnings’ robust ethical sourcing and
modern slavery framework continued to
underpin its operations. Bunnings reported
168 critical breaches across 39 suppliers in
FY2020. Although Bunnings reported more
breaches than the prior year, its risk profile
remains the same and is supported by
continuous improvement in reporting.
Bunnings strengthens its long-term
commitment to timber sourcing
For almost two decades, Bunnings
has committed to ensuring all timber
and wood products are sourced from
legal and well-managed forests.
In line with this commitment, it has
had a zero-tolerance approach to
illegally-logged timber since 2001,
and has supported numerous
sustainable timber initiatives,
including the World Wildlife Fund
(WWF) Global Forest Trade Network.
With support from WWF in 2017,
Bunnings delivered the first Forest
Stewardship Council (FSC) certified
range of Merbau decking and
screening products to customers
across Australia and New Zealand.
Established in 2003, the Bunnings
Responsible Timber Sourcing Policy
was revised in August 2018, to
include a commitment that all timber
in products originating from natural
forests will originate from third-party
certified forests (e.g. FSC or PEFC)
by December 2020.
Bunnings continued to work with
suppliers to assist in the transition
from demonstrated progress to
full certification to ensure the
long-term efforts and commitment
to responsibly sourced timber
is maintained.
Bunnings also collaborated with
the Australian and New Zealand
timber industries in a trans-Tasman
sustainable forest management
standard reference committee,
which will support sustainable forest
management in both countries. As
part of this collaboration, Bunnings
is supporting the review of the
Responsible Wood Sustainable
Forest Management Standard
(AS 4708) for wood and wood
products sourced from sustainably
managed forests in both countries.
Greenhouse gas emissions
(from continuing operations)
Ethical sourcing audit
program findings
SCOPE 1 & 21
262.6 ktCO2e
2020
262.6
2019
2018
2017
2016
269.5
259.7
250.1
251.1
1 Scope 1 and 2 data includes emissions for
businesses where we have operational control
under the NGER Act, and our emissions in
New Zealand.
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196
NUMBER OF SUPPLIERS COVERED
BY THE AUDIT PROGRAM1
Suppliers part of the audit program
but not audited during the financial year2
Suppliers audited during the financial
year with no critical breaches
Suppliers audited during the financial
year with critical breaches identified3
106
51
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1 There were 196 active suppliers in the
audit program as at 30 June 2020.
2 The supplier may be audited every
two years if it had no previous findings.
3 In FY2020, there were 168 critical
breaches across 39 suppliers.
STRATEGY
Bunnings provides its customers with the widest range of home improvement and lifestyle products and is committed to
delivering the best service supported by our policy of lowest prices every day. Bunnings sets out to attract high-quality team
members and to provide them with a safe and rewarding working environment.
Growth
strategies
More customer
value
Better customer
experiences
Greater brand
reach
Achievements
Focus for the coming years
– New 'Lower Price' action drove more unit sales
– Strong investment in price
– More products at lower price 365 days – not just as
promotional buys
– Re-invest in price by simplifying processes and lowering costs
– Bring lowest prices to life
– Create more value for customers on products that matter
most to them
– Launch of the 'Do More Spend Less' campaign
– Deliver low prices through lowering the cost of goods
– Accelerated digital offer
– Consistency in service basics lifted
– Improved stock availability
– Greater product and project knowledge
– Further enhancements to PowerPass trade accounts
– More team member experts to provide specialist advice
– Opened 17 new trading locations, including six Adelaide
Tools stores and one replacement store
– Significantly expanded digital ecosystem
– Online and digital strategy
– Existing store reinvestment
– Better customer experiences and deeper engagement: digital,
in-store, in-home and on-site
– Build on our range of services, both in-store and online
– Make it easier for customers
– Create great experiences for customers
– Network expansion opportunities
– Targeted store reinvestment
– Adelaide Tools growth opportunities
Deeper
commercial
engagement
– Created more value and deeper relationships
– Leveraged the network for customer convenience –
stores and trade centres
– Continue to leverage core strengths of a total market capability:
stores, trade centres, in-field and digital
– Wider market focus to expand selling opportunities
– Improved service with more localised engagement
– Over 500 dedicated trade-focused team members
– Adelaide Tools acquisition
– Expanded range for trade customers
More
merchandise
innovation
– Expanded ranges across many product categories
– Further product and project innovation with wider ranges,
new products and more in-store displays
– Launched online marketplace, Bunnings Market Link
– Products merchandised by product type not brand for
ease of shop
– Creating, leveraging and responding to lifestyle trends, technology
trends and environmental and economic changes
– Development and implementation of services that complement the
core DIY offer
– Provide more inspiration, innovation and information
– Expand online offer
– Rework space to make way for new categories and ranges
RISK
Bunnings recognises that taking appropriate business risks is a critical aspect of generating acceptable business returns.
In doing so, it seeks to appropriately manage risks to minimise losses and maximise opportunities.
Risks deemed unacceptable in terms of the business’ risk appetite are subject to appropriate control and mitigation measures
to reduce the negative impact on the business.
The level of controls implemented is commensurate with the impact (likelihood and consequence) on the business from the risk
occurring.
Bunnings is actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas as well as by
managing the direct implications identified below.
Risk
COVID-19
Mitigation
– Continued focus on providing a COVID-safe environment for team members, customers and suppliers
– Active monitoring of changing consumer behaviour to ensure that customer expectations continue to be met
– Proactive management of inventory position to accommodate increased volatility in demand
Safety
– Continued focus on safety including targeted in-store awareness campaigns
Talent recruitment
and retention
– Strategies directed at creating and maintaining status as an employer of choice
– Succession planning, retention and development plans
New and existing
competitors
– Relentless focus on strategic pillars of ‘lowest price, widest range and best service’
– Ongoing strategies to increase customer centricity and deepen customer engagement
Reputation
– Strong culture of ‘doing the right thing’
– Focus on ethical sourcing and product standards
– Ongoing regulatory compliance training
Data and IT security
– Strategy built around protection, detection and responding to threats
– Market leading technology to protect against cyber incidents
– Strong internal processes to protect and control data access
Wesfarmers 2020 Annual Report
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Wesfarmers 2020 Annual Report34Operating and financial reviewKmart GroupThe Kmart Group comprises Kmart, Target and Catch and operates 522 stores across Australia and New Zealand and employs more than 45,000 team members. The Group is committed to providing a satisfying shopping experience for its customers both in stores and online. In a volatile year, which included the challenges of COVID-19, Kmart Group remained focused on continuing to serve our customers when they needed us most, keeping our team and customers safe, and putting our business in a strong position for the future.”YEAR IN REVIEW
Revenue
$9,217m
2020
9,217
2019
2018
2017
2016
8,713
8,837
8,528
8,646
EBT
$410m
2020
2019
2018
2017
2016
410
550
660
543
275
Key financial indicators
Post
AASB 16
Pre
AASB 16
For the year ended 30 June
20201
20201
2019
20182
2017
20163
PROSPECTS
Revenue ($m)
9,217
9,217
8,713
8,837
8,528
8,646
Earnings before tax ($m)
410
413
550
660
543
275
Capital employed (R12) ($m)
2,011
1,978
1,872
2,013
2,253
3,629
Return on capital employed (R12) (%)
Cash capital expenditure ($m)
20.4
142
20.9
142
29.4
32.8
207
293
24.1
225
7.6
292
1 The 2020 earnings before tax for Kmart Group excludes pre-tax impairment of the Target brand name
and other assets of $525 million and restructuring costs and provisions of $110 million, and includes
$9 million of payroll remediation costs relating to Target.
2 The 2018 earnings before tax for Kmart Group excludes the pre-tax non-cash impairment of $306 million
for Target.
3 The 2016 earnings before tax for Kmart Group includes $145 million of cash restructuring and provision
costs to reset the Target business, but excludes the non-cash Target impairment of $1,266 million.
PERFORMANCE DRIVERS
Kmart Group’s revenue from continuing
operations increased 7.2 per cent to
$9,217 million for the year. Excluding
significant items and payroll remediation
costs, earnings from continuing operations
of $422 million were 21.9 per cent below
the prior year. Significant items incurred
during the year related to actions taken
to accelerate the growth of Kmart and
address the unsatisfactory performance
of Target, and included $525 million of
pre-tax, non-cash impairments and
$110 million of restructuring costs and
provisions. Target also incurred $9 million
in payroll remediation costs.
Kmart’s total sales increased
5.4 per cent for the year and comparable
sales increased by 4.3 per cent. Kmart
recorded solid earnings for the year
despite challenging retail conditions, cost
inflation due to the implementation of the
new enterprise agreement, higher
shrinkage and unfavourable foreign
exchange movements impacting the
result relative to the prior year. Kmart’s
earnings for the year also reflected
investment of approximately $30 million
associated with the development of its
retail technology and digital capabilities,
including investment in Anko.
Target’s total sales decreased
2.6 per cent for the year and comparable
sales decreased by 0.8 per cent. Target
recorded a loss for the year, with earnings
impacted by lower sales as well as higher
levels of clearance activity due to
COVID-19. These impacts more than
offset the continued focus on cost control
in the business.
A strategic review of Target was undertaken
during the year, resulting in a significant
restructure to simplify its operating model
and reduce its cost base. The review
determined that Target should continue to
operate as a largely stand-alone business
within the Kmart Group, while executing the
previously announced network reductions.
Physical distancing measures and an
increased preference for customers to
shop online resulted in significant growth in
online sales of 136 per cent for Kmart and
116 per cent for Target in the second half.
During the year, Kmart opened nine new
stores, closed one store and completed
14 store refurbishments, while Target
closed six stores.
Catch generated revenue of $364 million
in the period since acquisition. Gross
transaction value increased 49.2 per cent
in the period since acquisition with strong
growth in both in-stock and marketplace
offerings, and ongoing growth in Club
Catch subscriptions. Since acquisition,
Catch has invested in marketing and
capabilities, and implemented a number
of customer-driven initiatives to leverage
the Wesfarmers Group.
In an uncertain and volatile environment,
Kmart Group is well-positioned for the
future. While anticipating customer
demand will continue to be difficult in the
near term, the business will remain focused
on the customer value proposition and
delivering sustainable long-term returns.
Kmart will focus on investing for future
growth, including developing technology
capabilities and re-platforming the
website, as well as the successful
conversion of Target stores, including
the new K Hub small format.
Implementing the Target restructuring
will continue next year with a focus on
improving the commercial viability of the
smaller and more simplified business.
Following the completion of the
announced network changes, the scale
of the Target business will be significantly
reduced, thereby decreasing its impact
on the overall results for Kmart Group.
Kmart Group expects to convert up to
40 large format Target stores to Kmart
stores and additional 50 Target Country
stores to K Hub stores. Upon successful
conversion, the much larger network will
unlock an additional scale efficiencies
to underpin Kmart’s future growth.
Target will continue to improve the offer
in destination categories and manage
its remaining lease portfolio to achieve
optimal commercial outcomes for the
Kmart Group.
Catch will focus on growing gross
transaction value by accelerating the
expansion and improvement of its
customer value proposition. This will
require significant investment in
technology, marketing and capabilities,
impacting earnings in the 2021 financial
year. Catch will continue to broaden the
range of categories and brands available
in both its in-stock and marketplace
offerings, and leverage assets across
the Wesfarmers Group.
Ian Bailey
MANAGING DIRECTOR
KMART GROUP
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Operating and financial review
Kmart
OUR BUSINESS
OUR MARKET
Kmart was established in 1969, with
the opening of its first store in Burwood,
Victoria. Kmart operates 239 stores
throughout Australia and New Zealand,
offering customers a wide range of
everyday low-priced products in
categories such as apparel and
general merchandise.
Kmart employs more than 31,000 team
members, who are focused on the
Kmart vision of delivering the lowest
prices on everyday items for Australian
and New Zealand families.
Kmart operates in the clothing,
homewares and general merchandise
retail sector. This sector is competitive
and comprises department stores,
specialty retailers and a growing online
channel. It is also characterised by an
expanding presence of international
retailers, an increasing level of
direct sourcing and online growth.
Kmart sources from both local and
international suppliers, with product
sourcing offices in Hong Kong, China,
Bangladesh, India and Indonesia.
Kmart’s total sales
increased 5.4 per cent for
the year and comparable
sales increased by
4.3 per cent. Kmart
recorded solid earnings
for the year despite
challenging retail
conditions.
36
Wesfarmers 2020 Annual Report
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Target
Catch
OUR BUSINESS
OUR BUSINESS
OUR MARKET
Catch is an e-commerce marketplace
which commenced operations in
2006 and was acquired by Wesfarmers
in August 2019, bringing highly
complementary skills in digital retail
and fulfilment to both Wesfarmers
and the Kmart Group.
Catch operates an online business
model offering branded products on a
first-party basis and a third-party online
marketplace. Its online operations are
supported by a leading technology
platform and data capabilities and three
fulfilment centres located in Victoria.
Catch operates in the online retail
market in Australia and New Zealand,
with the focus of delivering great value
and savings to customers. The online
retail sector is highly competitive
and comprises large multi-national
businesses and domestic specialty
online retailers.
Catch’s team of buyers and marketplace
sellers search the world for the best
products from the biggest brands to bring
our customers anything they want and
everything they need. From fashion to
beauty, homewares, sports, technology,
groceries, health and lifestyle, Catch has
millions of products at low prices.
Target began as a drapery store in
1926 in Geelong, Victoria, and has
since grown to become a national
apparel and general merchandise
retailer with stores right across
Australia. Its objective is to provide
quality and style at affordable prices.
Target employs more than 13,000 team
members across its stores, support
offices and direct sourcing operations
– all focused on delivering high-quality
products with contemporary style.
OUR MARKET
Like Kmart, Target participates in the
Australian clothing, homewares and
general merchandise retail sector.
Target’s strategy is focused around
delivering elevated style and quality
through an optimised store network and
an engaging online proposition. This is
supported by a strong brand heritage.
Wesfarmers 2020 Annual Report
37
Operating and financial review
SUSTAINABILITY
Human rights and
ethical sourcing
Kmart Group acknowledges its
responsibility to respect human rights
and promote environmental sustainability
within its supply chain.
During the 2020 financial year, Kmart
and Target continued their efforts to
strengthen the Kmart Group Ethical
Sourcing Program with a focus on
improving modern slavery risk mitigation
controls and expanding the program
beyond the retail merchandise supply
chain to capture goods not for resale
and service providers.
Major achievements included, among
others, the rollout of the new Kmart
Group Ethical Sourcing Code and
accompanying audit program, which
incorporates new minimum standards
to mitigate the risk of modern slavery.
Kmart and Target also endorsed the Call
to Action COVID-19: Action in the Global
Garment Industry, which aims to generate
action across the global garment industry
to protect workers’ income, health and
employment, and support employers
during the COVID-19 crisis.
The complexity and depth of the Kmart
and Target supply chains remains a key
challenge. Accordingly, the focus will be
on increasing traceability beyond the tier
one supply chain in the future.
Health, safety
and wellbeing
Kmart Group is committed to improving
the health, safety and wellbeing of team
members and providing a safe shopping
experience for its customers.
Safety performance
(from continuing operations)
TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)1
12.82
2020
12.82
2019
2018
19.4
19.1
1 TRIFR is the number of lost time and medical
treatment injuries per million hours worked.
2 Includes Catch injuries and hours.
38
Wesfarmers 2020 Annual Report
Kmart finished the 2020 financial year
with a 35 per cent reduction in its Total
Recordable Injury Frequency Rate
(TRIFR) to 13.6, while Target achieved
a seventh consecutive year of improved
safety performance with a 26 per cent
TRIFR reduction to 12.3. Kmart Group
recorded a combined TRIFR of 12.8.
Earlier this year, Kmart Group
implemented a comprehensive COVID-19
risk control strategy in response to
COVID-19 that enabled all Kmart Group
sites to provide a safe working and
shopping environment and comply with
government restrictions. The strategy
consists of a range of measures in
relation to reporting, hygiene measures,
indoor capacity limits, social distancing
compliance and consumables supply.
Diversity and inclusion
Kmart Group recognises that a diverse
and inclusive place to work and shop
will enable its businesses to build strong
connections with team members and
customers, while promoting innovation
and better business decisions.
A key strategic priority of Kmart Group is
to achieve gender balance with a target
of 40 per cent women, 40 per cent men
and 20 per cent of either gender or
gender diverse in leadership roles. In the
2020 financial year, Kmart experienced
growth of women in leadership roles
from 44 per cent to 45 per cent. Target
also improved its gender balance, with
women in leadership roles representing
51 per cent, increasing from 50 per cent
last year.
During this year, Kmart Group also
employed four Indigenous Employment
Advisors across Queensland, New South
Wales, Western Australia and Victoria to
support the meaningful employment of
Indigenous people. By the end of the
2020 financial year, there were a total of
530 Aboriginal and Torres Strait Islander
team members engaged in active
employment at Kmart and 178 at Target.
Community
Throughout the 2020 financial year,
Kmart Group continued to work with
local communities to meet a diverse
range of needs with a focus on
supporting the physical and mental
wellbeing of young people and their
families. Kmart Group recognises the
importance of its community work,
particularly this year, with the impacts
of the Australian bushfires on local
communities and the challenging
economic conditions the community
sector face due to COVID-19.
This financial year, Kmart contributed
directly and indirectly more than
$7.2 million, Target almost $1.1 million
and Catch more than $100,000 to
charities and community groups.
A significant component of these
donations went towards the Australian
bushfire relief, totalling over $1.0 million,
including donations by Kmart, Target
and Catch and customer donations.
Kmart Group thanks its customers for
their generous support of communities
affected by bushfires and the contributions
they made to both the Kmart and Target
Bushfire Relief Appeals.
Waste
(from continuing operations)
Community contributions
(from continuing operations)
RECYCLED
DISPOSED
DIRECT
INDIRECT
76.1 kt
2020 61.3 14.8
2019
58.6 16.0
2018
70.9 24.0
2017
63.6 25.3
2016
68.6 21.6
$8.4m
2
2020
1.9
6.5
2019
20181
1.4
1.5
6.0
8.4
20171
2.2 10.5
20161
2.2
9.9
1 Includes discontinued operations.
2 Includes Catch contributions
(Direct: $50,000 and Indirect: $50,036).
Environment
As a large retailer of products that consume
natural resources in many steps of the
production process, Kmart Group has
a responsibility to use natural resources
responsibly and source materials in a way
that minimises environmental impact.
In the 2020 financial year, major
achievements included:
− Waste diversion from stores and
distribution centres across Kmart
Group improved from 79 per cent
last financial year to 81 per cent
this financial year.
− Electricity use in Kmart Group stores
(per square metre) was reduced by
six per cent year-on-year.
− Kmart Group's membership of
TechCollect funded the collection
and recycling of 303,893 kilograms
of complying e-waste, including
televisions, computers and
peripheral devices.
− Development of new sustainable
packaging principles and standards
that align with the Australian
Packaging Covenant Organisation’s
Sustainable Packaging Guidelines
and the Australian Government’s
2025 goals and national waste policy.
Since the end of the 2020 financial year,
Kmart Group accelerated its plan to
reduce emissions, targeting net zero
Scope 1 and 2 emissions by 2030.
Kmart Group also publicly committed to
a number of time-bound environmental
commitments under the Kmart and
Target 'Better Together' sustainability
program relating to energy and climate,
sustainable materials, waste and the
circular economy.
Meeting these commitments will be
a key focus for the Kmart Group in the
coming years.
Kmart trials a Quiet Space for customers
In February 2020, Kmart commenced
a pilot of an accessibility initiative
called Quiet Space. This offers
customers the opportunity to
shop in a low-sensory environment
with reduced noise, lighting and
limited distractions. The introduction
of Quiet Space has assisted several
customers to access Kmart stores
who may react differently to sensory
information, including people on the
autism spectrum or with varying
mental health conditions. Sensory
information refers to information that
an individual’s brain collects from the
surrounding environment, including
taste, smell, sound, sight and touch.
Kmart is currently offering the
Quiet Space trial in 26 stores
across Australia and New Zealand
operating from 2 pm to 3 pm and
6 pm to 7 pm every Wednesday,
providing an accessible option for
customers to shop both in and
outside core business hours.
Some of the environmental changes
that occur during a Quiet Space
session include: dimmed store
lighting; lower-volume store music;
registers and phones; minimal use
of equipment on the shop floor;
and store signage indicating
high-sensory areas.
To support Quiet Space, Kmart has
partnered with the peak autism
bodies across Australia and New
Zealand and Kmart’s disability
employment service partners. Quiet
Space partners have supported
Kmart with a range of educational
resources for leaders and team
members within participating stores.
Kmart is currently conducting a
post-implementation review of the
pilot and is connecting with each
partner and their networks to better
understand the positive impacts and
opportunities to improve the initiative.
Greenhouse gas emissions
(from continuing operations)
Ethical sourcing audit
program findings
SCOPE 1 & 21
303.7 ktCO2e
2020
303.7
2019
2018
2017
2016
318.6
330.8
360.2
414.2
1 Scope 1 and 2 data includes emissions
for businesses where we have operational
control under the NGER Act, other known
non-reportable Australian-based emissions
over which we have control, and our
emissions in New Zealand and Asia.
1,241
NUMBER OF SUPPLIERS COVERED
BY THE AUDIT PROGRAM1
Suppliers part of the audit program
but not audited during the financial year2
186
1 There were 1,241 active suppliers in the
Suppliers audited during the financial
year with no critical breaches
1,021
Suppliers audited during the financial
year with critical breaches identified3
audit program as at 30 June 2020.
2 The supplier may be audited every
two years if it had no previous findings.
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3 In FY2020, there were 44 critical
breaches across 34 suppliers.
Wesfarmers 2020 Annual Report
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Operating and financial review
KMART - STRATEGY
Kmart’s vision is to provide families with everyday products at the lowest prices. Kmart will continue to drive sustainable growth through a focus on
making Kmart a great place to shop that is simple to run and delivering better products at lower prices. The business is focused on leveraging the
store network and evolving digital capability to ensure Kmart provides customers with a shopping experience that is seamless between channels.
The business is focused on improving availability of its products while reducing inventory and is committed to maintaining its price leadership
position in the market.
Achievements
Focus for the coming years
Growth
strategies
A great place
to shop that is
simple to run
– Continued strong growth of the online channel through
the expansion of the Click and Collect service
– Opened nine new stores (including two replacements)
and completed 14 store refurbishments during the year
– Completed a strategic review of Target which identified
opportunities to accelerate the growth of Kmart Group
by converting suitable Target stores to Kmart stores
– Implementation of productivity and cost improvement
initiatives
Better products
at even lower
prices
– Continued market leadership in perception of lowest price
– Increased proportion of products sourced through
strategic relationships with the right factories
– A rewarding customer shopping experience through all channels
– Continued development of the online offer while leveraging store
network infrastructure
– Simplifying ways of working in stores and supply chain despite the
rapid growth of store network
– Creating value for Kmart Group by converting up to 90 Target stores
to Kmart stores in the 2021 financial year, including the new K Hub
small format
– Ongoing investment in the store network through new store openings
and refurbishment
– Leading the lowest price in a highly competitive market
– Elevating product desirability in the apparel category
– Profitable growth through increased volumes and improved product
offering
– Maintaining strong brand perception for on-trend everyday items
– Leveraging data insights to drive better decisions
TARGET - STRATEGY
Target is focused on its vision of inspiring families to live better by making it easy for families to afford quality and style.
Target has accelerated its strategy to deliver a more focused product offering, operate a simplified store network, make the end-to-end customer
journey easy and personalised, irrespective of channel, and ensure the customer experience leverages Target and the Kmart Group’s assets to lift
digital engagement.
Target is continuing to reduce complexity and above-store costs to transform its operating model to reflect the smaller store network.
Growth
strategies
Stabilise
performance
following the
restructure
Achievements
Focus for the coming years
– Continued improvement of processes and disciplines
across merchandise and sourcing functions
– Stock levels and inventory health well managed
– Stock keeping unit rationalisation continued
– Quality and style standards reset
– Increased focus on fabric mix and sustainability
– Further simplification of end-to-end operating model and business
processes
– More focused offer progressively re-weighted towards apparel, soft
home and toys
– Stronger elevation of quality and style to provide a clearly differentiated
offer
Optimise and
leverage store
network
– Following a strategic review, announced a number
of actions to simplify the business, optimise the store
network and reduce the cost base
– Acceleration of store network plan, focused on creating value for
Kmart Group with approximately 70 store closures and up to 90 store
conversions to Kmart stores in the 2021 financial year
– Reduced average lease tenure and overall lease
commitments, improving capital structure and flexibility
of the store network
– Focus on leveraging the store network to support increased customer
convenience across all channels (e.g. Click and Collect enhancement)
Expand and
enable online
– Improved availability in store ranges and expansion
of exclusive ranges
– Online fulfilment and leverage distribution centre capacity, including
automation
– Increased store fulfilment
– Foundational app improvements
– Order management system commissioning
– Enhanced user digital and in-store experience
– Improved website including content and site personalisation
– Improved in-store collection experience to drive store traffic
– Continued app advancement
CATCH - STRATEGY
Catch’s vision is to be the trusted destination where Australians start their online shopping journey. The business leverages its unique Australian
brand identity to engage and reward its customers with an emphasis on range, value and the shopping experience. Catch will continue to invest in
accelerating the expansion and improvement of its customer value proposition. Catch will continue to broaden the range of categories and brands
available in both its in-stock and marketplace offerings, and leverage assets across the Wesfarmers Group.
Growth
strategies
Invest in
technology
platform and
fulfilment
capability
Achievements
Focus for the coming years
– Continued focus on providing a market-leading, trusted
and secure online shopping experience
– Maintain customer-centric focus with an emphasis on providing
an engaging and rewarding shopping experience
– Expanded Catch’s fulfilment centre network with
significant investments in additional warehouse facilities
and warehouse automation equipment
– Improved Catch’s fulfilment capabilities to meet evolving
customer preferences including the launch of Click and
Collect via the Target store network
– Ongoing investment in marketing the Catch website, mobile apps
and customer loyalty programs
– Continued development of Catch’s data capabilities to provide
better customer insights
– Continued enhancement of customer fulfilment capabilities
by leveraging the Kmart Group store network infrastructure
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Wesfarmers 2020 Annual Report
Growth
strategies
Achievements
Focus for the coming years
Expand product
range
– Growth in the in-stock product range including
onboarding an exciting range of market-leading brands
– Growth in the third-party seller network including
onboarding Target to the Catch marketplace
– Continued expansion of product offer
– Leveraging data insights to drive merchandising and marketing
activities
KMART AND TARGET - RISK
Kmart and Target’s risks include foreign exchange rate fluctuations, new market entrants and the expansion of existing competitors, and ensuring
that its products are sustainably and ethically sourced. Also, implementing the announced actions of the Target strategic review is being undertaken
in an uncertain and competitive market.
Kmart and Target are actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas as well as by managing
the direct implications identified below.
Risk
Mitigation
COVID-19
Competitor
activity
Exchange rate
volatility
Sustainability and
ethical sourcing
– Continued focus on providing a COVID-safe environment for team members, customers and suppliers
– Increased use of digital technologies to reduce supply chain length and increase flexibility
– Increased stock weights in some product categories to accommodate volatility in customer demand
– Monitoring of competitor activity and consumer trends
– Maintaining price leadership position in the market by making use of extensive overseas sourced ranges, in-house design
capabilities and volume-driven efficiencies
– Continuing to innovate the store format to improve the customer experience through new layouts and leveraging technology
– Continuing to improve consistency of product quality
– Analysis of business performance to identify future opportunity and clarify business proposition and purpose
– Online proposition advancement to enhance customer experience, support in-store traffic and leverage the store network
– Hedging and product and pricing frameworks will be used to effectively manage foreign exchange movements
– Ongoing improvements to environmental compliance across all factories
– Updates to Ethical Sourcing Code including integration of strategies to prevent instances of modern slavery
– Further expansion of ‘Better Together’ program focused on making a positive difference to our people and our planet
– Conducted product life cycle assessment for all merchandise as part of development of circular economy strategy
Execution of
Target review
outcomes
Data and IT
security
– Clarity of strategy with operational plans and governance related to key strategic initiatives
– Effective communication (internal and external) of related action plans
– Clear accountabilities, objectives and performance indicators
– Business simplification
– Threat intelligence partnerships in place to monitor evolving cyber threats
– Dedicated team responsible for operational management and oversight of cyber security
– Regular oversight provided to executive management to govern cyber security
CATCH - RISK
Catch’s key risks include new market entrants and the expansion of existing competitors and scaling at a sustainable pace to meet growing
demand. The sector that Catch operates in is becoming more competitive as traditional bricks and mortar retailers increase e-commerce
investment and existing online competitors invest in growth.
Catch is actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas as well as by managing the direct
implications identified below.
Risk
Mitigation
COVID-19
Competitor
activity
Scaling the Catch
team to service a
rapidly growing
customer base
Data and IT
security
– Continued focus on providing a COVID-safe environment for team members
– Increased capacity to accommodate significant growth in demand
– Monitoring of competitor activity and consumer trends
– Expanding in-stock and marketplace offerings by utilising Catch’s extensive domestic and international supply chains
– Accelerating advertising investment leveraging Catch’s extensive in-house digital marketing expertise
– Continuing to innovate Catch’s technology platform to enhance customer engagement and promote repeat purchasing behaviour
– Continuing to maintain high standards of product quality and safety
– Investing in the development of Catch’s people capability to deliver on its strategic objectives while maintaining high standards
of customer care and service
– Recruiting top-tier talent across a range of functions including product sourcing, marketing and technology
– Threat intelligence partnerships in place to monitor evolving cyber threats
– Dedicated team responsible for operational management and oversight of cyber security
– Regular oversight provided to executive management to govern cyber security
Wesfarmers 2020 Annual Report
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Playing an important role in supplying essential products and services to enable Australians to work, learn and school from home, and keeping thousands of small and medium-size businesses operating, Officeworks did everything it could to support customers stay safe during COVID-19."Officeworks is committed to making bigger things happen for its customers, team, the community and stakeholders. It operates 167 stores across Australia, a website that is home to more than 40,000 products, a national call centre, and a business team that helps businesses start, run and grow. (cid:100)(cid:387)(cid:215)(cid:225)(cid:360)(cid:294)(cid:322)(cid:276)(cid:326)Operating and financial reviewWesfarmers 2020 Annual Report42O
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YEAR IN REVIEW
Revenue
$2,787m
2020
2,787
2019
2018
2017
2016
2,314
2,142
1,964
1,851
EBT
$197m
2020
2019
2018
2017
2016
197
167
156
144
134
Key financial indicators
Post
AASB 16
Pre
AASB 16
For the year ended 30 June
2020
2020
2019
2018
2017
2016
PROSPECTS
Revenue ($m)
2,787
2,787
2,314
2,142
1,964
1,851
Earnings before tax ($m)
Capital employed (R12) ($m)
197
976
190
969
167
156
144
134
980
939
980
994
Return on capital employed (R12) (%)
20.2
19.6
17.0
16.6
14.7
13.5
Cash capital expenditure ($m)
40
40
42
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36
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PERFORMANCE DRIVERS
Officeworks delivered revenue of
$2,787 million for the year, an increase
of 20.4 per cent on the prior year.
Earnings increased 13.8 per cent
to $190 million.
The safety, health and wellbeing of
team members and customers remains
a priority for Officeworks, and during
the year Officeworks implemented a
range of additional cleaning and safety
measures in response to COVID-19.
In the 2020 financial year, TRIFR
decreased from 8.5 to 7.9, the safest
year for its team members under
Wesfarmers’ ownership.
Providing an easy and engaging
customer experience remained a strong
focus throughout the year. This was
evidenced through Officeworks’ most
successful back-to-school trading period
to date, which launched in October
2019, to attract a new customer group
and included a redefined offer.
Customers continue to respond
favourably to Officeworks’ every-
channel strategy, with growth
achieved in both stores and online.
New and expanded product ranges,
enhancements to the Click and Collect
offer, as well as a continued focus on
price, range and service was also well
received by customers.
Earnings growth was underpinned
by increased demand for products
to support the needs of Australians
working and schooling from home,
as well as the disciplined management
of the cost of doing business.
The Geeks2U offer continued to
grow, with enhancements to the
offer including remote access and a
subscription service launched across
its national store network in the year.
Strong earnings growth, combined
with working capital benefits from
unprecedented consumer demand,
resulted in an increase in return on
capital of 2.6 percentage points to
19.6 per cent.
During the year, investment was
made in Officeworks’ every-channel
offer, including upgrades to online
functionality and features, and the
renewal of 72 stores. The Townsville
store was expanded in October and is
now the second biggest Officeworks
store. At 30 June 2020, there were 167
stores operating across Australia.
Officeworks will continue to build on the
positive progress achieved over the past
12 months, during which we improved
team member safety, updated nearly
half our stores, embedded our new
store Enterprise Agreement, grew the
Geeks2U offer and recycled 86 per cent
of our operational waste.
It is expected that Officeworks will
continue to play a pivotal role in providing
essential products and important services
to Australians as they adjust to new ways
of working, learning and running their
businesses in response to COVID-19
safety measures and restrictions.
Now more than ever we need to listen
to our customers and continue to be agile
in our approach to meet their evolving
needs. We remain focused on delivering
our strategy and investing in the initiatives
that will deliver satisfactory returns for
shareholders over the long term.
Officeworks built strong momentum in
the 2020 financial year. The near-term
outlook is uncertain, with changing
customer shopping patterns and any
future COVID-19 measures expected
to impact trading conditions. Despite an
uncertain environment, Officeworks is
focused on remaining agile and adaptable
to manage changes as they eventuate.
There are many opportunities, as well
as challenges, in front of us as we
accelerate our strategy in the year
ahead. Our team is passionate about
helping our customers and our local
communities to make bigger things
happen in the 2021 financial year
and beyond.
Sarah Hunter
MANAGING DIRECTOR
OFFICEWORKS
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Operating and financial review
Officeworks
Officeworks will continue
to expand its addressable
market in line with
customer needs. It plans
to grow its presence in the
education market as well
as evolve its proposition
for business customers
and enhance its connected
home solutions offer for
consumers.
OUR BUSINESS
OUR MARKET
Officeworks’ current addressable market
in Australia is approximately $20 billion,
which incorporates core office products
such as paper, pens, ink and toner and
filing, as well as categories such as
technology, print and copy, furniture,
kitchen and cleaning products and
packaging. Over the past decade,
Officeworks has expanded its market
share through range and category
expansion, and also by introducing new
solutions for customers.
Officeworks will continue to expand
its addressable market in line with
customer needs and grow its presence
in areas such as education, its offer for
business customers and connected
home solutions for consumers. In total,
it is estimated that these opportunities
could more than double Officeworks’
potential total addressable market
to more than $40 billion.
For more than 26 years, Officeworks
has been passionate about making
bigger things happen for its customers,
team, the community and stakeholders.
As part of Wesfarmers, Officeworks
is focused on continuing to deliver
satisfactory returns to shareholders
over the long term.
It operates 167 stores across Australia,
a website that is home to more
than 40,000 products, a national
call centre, and a business team that
helps businesses start, run and grow.
Officeworks offers customers a wide
range of office supplies, technology,
furniture, art supplies, education
resources and helpful services like Print,
Copy & Create and tech support through
Geeks2U – delivering an experience that
is easy and engaging, no matter how
customers choose to shop.
Officeworks is focused on the safety,
mental health, wellbeing and career
progression of the more than 8,000 team
members it employs. It is also dedicated
to operating in a sustainable manner,
including building and maintaining
meaningful connections with the
communities in which it operates,
fundraising for its national partners and
local community groups, continuing to
reduce its impact on the environment
and source products responsibly.
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Wesfarmers 2020 Annual Report
SUSTAINABILITY
People
Officeworks is committed to keeping
its team and customers safe by creating
an environment free from harm, which
includes physical safety as well as
individual health and wellbeing.
Improvement in Officeworks’ safety
performance continued during the
period, with the Total Recordable Injury
Frequency Rate (TRIFR) reducing to 7.9
for the 2020 financial year. In real terms,
this means that over the past 12 months,
66 team members have reported an
injury. While one injury is one too many, a
TRIFR of 7.9 represents a seven per cent
reduction when compared to last year.
The strategic focus for safety and
wellbeing was rapidly transformed in
the second half of the year, as the
business responded to risks presented
by COVID-19. Recognising the urgency
and severity of the risks, Officeworks
introduced an agile approach in relation
to protocols for managing exposure to
COVID-19 that enabled the business
to adapt as the situation changed to
prioritise the safety of team members
and customers.
In addition to monitoring and adapting
to the ongoing risks of COVID-19,
Officeworks will launch ‘Your Best Life’,
a health and wellbeing strategy, in the
2021 financial year. The strategy aims
to encourage team members to take
time to focus on both their mental and
physical wellbeing, with programs that
support the mind, body and soul.
Officeworks values diversity and
inclusion, including the value it brings to
the business and the sense of belonging
team members feel when they are
accepted and valued at their place
of work. During the year, Officeworks
maintained its balanced leadership
position of 45 per cent.
Connecting with
our communities
Officeworks is committed to increasing
connections with communities at a local,
regional and national level and being a part
of where we live and work. During times of
adversity, customers and team members
have shown that the best outcomes can
be achieved by working together to create
meaningful relationships and provide
support to those who need it most.
During the 2020 financial year,
Officeworks, along with its team members
and customers, contributed a record of
$5.5 million directly and indirectly to local
community groups and national partners.
By continuing to build a closer connection
with national causes, Officeworks team
members and customers contributed
$2.3 million through appeals which have
provided 2,290 students with a Learning
for Life scholarship from The Smith Family.
Officeworks also provided 1,500 literacy
packs and supported 3,780 Indigenous
students through the Australian Literacy
& Numeracy Foundation.
The 2020 financial year was a particularly
challenging time for many people and
organisations around Australia. During
the devastating bushfires and COVID-19,
Officeworks was challenged to adapt the
ways it supported communities,
including the way fundraising appeals
were executed.
In the year ahead, when the community
will continue to need our support more
than ever, Officeworks will focus on
embedding localised engagement
initiatives to connect with the
communities where its team live and
work, while continuing to grow the
support of national partnerships.
Reducing carbon emissions
Since the end of the 2020 financial year,
Officeworks accelerated its plans to
reduce emissions, targeting net zero
Scope 1 and 2 emissions by 2030.
Officeworks also has a target to reduce
carbon emissions by 25 per cent by
2025, on 2018 financial year levels.
During the period, Officeworks' progress
continued, reducing emissions by
six per cent on the prior year, which
resulted in a 12 per cent reduction
on 2018 financial year levels. These
reductions have primarily been achieved
through energy efficiency initiatives that
have the added benefit of reducing
electricity costs or mitigating price
increases.
Officeworks is committed to taking
meaningful climate action, which includes
reducing carbon emissions to limit the
worst impacts of climate change.
Sourcing products and
services ethically
Global goods and services supply chains
are complex, often with products or
components manufactured in countries
where laws designed to protect workers’
rights are inadequate or not enforced.
Officeworks' Ethical Sourcing Program,
underpinned by the Ethical Sourcing &
Modern Slavery Policy, is designed to
protect and uphold workers’ rights and
provide customers with comfort that
goods and services are sourced ethically.
Safety performance
(from continuing operations)
TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)1
7.9
2020
2019
2018
2017
2016
7.9
8.5
10.2
11.9
15.9
Community contributions
(from continuing operations)
Greenhouse gas emissions
(from continuing operations)
DIRECT
INDIRECT
SCOPE 1 & 21
$5.5m
2020
2.4
3.1
2019
2018
2017
2016
2.6
2.4
1.7
0.3
1.5
1.3
0.8
0.9
43.2 ktCO2e
2020
43.2
2019
2018
2017
2016
45.8
49.1
51.2
56.6
1 TRIFR is the number of lost time and medical
treatment injuries per million hours worked.
1 Scope 1 and 2 data includes emissions from
continuing operations for businesses where we
have operational control under the NGER Act.
Wesfarmers 2020 Annual Report
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Operating and financial review
During the 2020 financial year, 450
independent factory audits were reviewed
with performance rating and approval
periods assigned based on the number
and severity of non-conformances
identified. A total of 39 critical breaches
were identified across nine suppliers, the
most common of which related to
excessive overtime and poor record
keeping. In these instances, suppliers were
required to remediate the issue within three
months and provide supporting evidence.
Reflecting remediation of previously
identified critical non-conformances,
Officeworks identified a relative decrease
in the number of critical breaches from the
prior year.
Throughout COVID-19, Officeworks
maintained communication with
suppliers and developed a COVID-19
Ethical Sourcing Supplier Guide to
support suppliers in understanding key
risks caused from the pandemic and
considerations to mitigate these risks.
This included guidance relating to
health, safety and hygiene standards.
With increased production demand
caused by increased sales, Officeworks
is continuing to monitor risks associated
with excessive working hours in addition
to health and safety standards.
During the period, Officeworks
engaged a consultancy firm to review
the effectiveness of its Ethical Sourcing
program, with outcomes used to
inform its 2025 Ethical Sourcing and
Human Rights targets. From next year,
Officeworks will work more closely
with direct suppliers to create positive
outcomes for workers and increase
the representation of worker voice.
Officeworks makes progress
on recycling operational waste
Embedding a culture of waste
avoidance and resource recovery
reduces environmental impacts
from waste disposal and makes
better use of the resources available.
At the same time, this reduces
operating expenses associated
with waste management.
During the year, Officeworks
continued to make progress,
with total waste generation down
seven per cent and waste sent to
landfill down 26 per cent on the
prior financial year. The inclusion
of non-financial key performance
indicators into the store teams’
balanced scorecards, such as
store recycling rates, contributed to
greater accountability that resulted
in 86 per cent of all waste recycled
during the 2020 financial year.
As Officeworks continues to work
towards becoming a zero-waste
business, the focus next year will be
to embed a winning formula for best
practice waste management. This
formula is best articulated as the
Four Steps to Less approach, which
empowers all team members to
become zero-waste champions.
Ethical sourcing audit
program findings
590
NUMBER OF SUPPLIERS COVERED
BY THE AUDIT PROGRAM1
Suppliers part of the audit program
but not audited during the financial year2
Suppliers audited during the financial
year with no critical breaches
Suppliers audited during the financial
year with critical breaches identified3
173
408
1 There were 590 active suppliers in the
audit program as at 30 June 2020.
2 The supplier may be audited every
two years if it had no previous findings.
9
3 In FY2020, there were 39 critical
breaches across 9 suppliers.
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Wesfarmers 2020 Annual Report
Waste
(from continuing operations)
RECYCLED
DISPOSED
5.9 kt
2020
5.1
0.8
2019
2018
2017
2016
5.2
4.4
4.5
4.6
1.1
1.4
2.5
1.9
STRATEGY
Officeworks is committed to helping make bigger things happen for its customers, team members, the community and
stakeholders in order to continue to deliver satisfactory returns to shareholders over the long term.
Officeworks will continue to drive growth and productivity by executing its strategy centred around five key areas.
Growth strategies
Achievements
Focus for the coming years
Our team
We are skilled,
committed and healthy
– Approval and implementation of new store Enterprise
Agreement
– Safest year under Wesfarmers ownership with a
TRIFR of 7.9
– Launch Diversity and Belonging program
– Accelerate investment in health and wellbeing
– Grow participation of Aboriginal and Torres Strait Islander
team members in the workforce
Customer experience
We make things easy
and engaging
Connecting with
our communities
We are a part of
where we live
Operational
excellence
We strive to do
things better
– Introduced new convenient back-to-school solutions
– Commenced building data and analytics platform
– Recycled 86 per cent of all operational waste
– Contributed $5.5 million directly and indirectly to local
community groups and national partners
– Invested in technology (new people management system)
– Other systems accelerated by COVID-19
Growing our business
We are ambitious in
driving growth
– Expansion of core ranges into new categories
– Launch of Geeks2U remote access service and
subscription offer
– Enhance and accelerate the development of data analytics
capability and usage
– Evolve customer delivery choices
– Invest in renewable energy including installing solar panels
on selected stores
– Launch the 2025 Positive Difference Plan
– Increase support for micro, small and medium businesses
for challenging operating conditions
– Execute cost of doing business productivity initiatives
to reduce costs
– Invest in key technology platforms to improve efficiency
and reduce risk
– Evolve business-to-business strategy in line with
customer needs
– Complete Print, Copy & Create platform upgrade
– Drive awareness of the expanded Geeks2U offer
– Continue store renewal program
RISK
Officeworks recognises that taking appropriate business risks is a critical aspect of generating acceptable business returns.
We encourage our team to understand risk as it relates to their role, and in doing so we maximise their ability to holistically
identify and seize opportunities.
Officeworks is actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas as well
as by managing the direct implications identified below.
Risk
COVID-19
Changing customer
behaviours
Mitigation
– Continued focus on providing a COVID-safe environment for team members, customers and suppliers
– Initiatives for team members to support their financial and mental wellbeing
– Enhanced communication with customers and proactive management of inventory position to accommodate
increased volatility in demand
– Regular reviews of range to ensure it meets the evolving demands and preferences of Officeworks’ customers
– Innovation within existing categories and expansion into new service areas
– Continue development of data analytics to better understand customer needs
– Continue focus on improving every-channel model for customers that is easy and engaging
– Proactive focus on innovative range, service and marketing formats
– Strong customer-centric culture that is well embedded throughout the business
Data and IT security
– Dedicated internal capability focused on IT systems and security
– Cyber risk controls embedded and regularly tested
– Security awareness training program to keep all team members educated and informed
– Established risk governance framework
Ethical sourcing and
sustainability
– Five-year sustainability strategy (Positive Difference Plan 2025) to identify and mitigate sustainability risks and
opportunities
– Responsible sourcing policies supported by investment in detailed compliance programs
Wesfarmers 2020 Annual Report
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Operating and financial review(cid:26)(cid:255)(cid:225)(cid:286)(cid:259)(cid:215)(cid:190)(cid:280)(cid:326)(cid:851)(cid:927)(cid:36)(cid:287)(cid:225)(cid:322)(cid:247)(cid:366)(cid:927) (cid:190)(cid:287)(cid:221)(cid:927)(cid:56)(cid:225)(cid:322)(cid:334)(cid:259)(cid:280)(cid:259)(cid:326)(cid:225)(cid:322)(cid:326)WesCEF grows a portfolio of leading, sustainable businesses that operate in domestic, national and international markets. Our businesses are recognised as safe, reliable and innovative industry leaders driven by 1,330 diverse and talented team members who are committed to meeting customer needs.CSBP is woven into Western Australia's history, proudly supporting customers for more than 110 years. A focus on diversification and growth has seen CSBP become a leading provider of agricultural, chemical and mining solutions to the agriculture and resources sectors."Wesfarmers 2020 Annual Report48YEAR IN REVIEW
Revenue
$2,085m
2020
2,085
2019
2018
2017
2016
2,078
1,830
1,639
1,820
EBT
$394m
2020
2019
2018
2017
2016
394
438
390
395
294
Key financial indicators
Post
AASB 16
Pre
AASB 16
For the year ended 30 June
2020
2020
2019
2018
20171
20162
PROSPECTS
Revenue ($m)
2,085
2,085
2,078
1,830
1,639
1,820
Earnings before tax ($m)
394
393
438
390
395
294
Capital employed (R12) ($m)
1,942
1,941
1,358
1,407
1,443
1,554
Return on capital employed (R12) (%)
Cash capital expenditure ($m)
20.3
110
20.2
32.6
27.7
27.4
18.9
110
58
60
44
60
1 2017 includes $33 million relating to WesCEF's share of revaluation gains in Quadrant Energy and profit
on sale of land of $22 million.
2 2016 includes $32 million of one-off restructuring costs associated with the decision to cease PVC
manufacturing.
PERFORMANCE DRIVERS
Revenue of $2,085 million was in line
with last year, with the Chemicals and
Fertilisers businesses delivering revenue
growth, partly offset by a decline in
Energy revenue. The Energy business
recorded a 9.4 per cent decrease in
revenue due to a lower Saudi Contract
Price (the international benchmark
indicator for LPG price) and decreased
sales volumes.
WesCEF generated earnings of
$393 million, 9.2 per cent below the prior
year on a continuing operations basis
driven by lower sales in Energy as well
as competitive pressures in the Western
Australian explosive grade ammonium
nitrate and fertiliser markets. This result
included $18 million of insurance
proceeds, and expenses associated
with the ongoing management of the
lithium assets following the acquisition
of Kidman in September 2019.
WesCEF's earnings were influenced
by a range of different factors across
each of the individual businesses.
The Chemicals business was impacted
by the annualised impact of some
ammonium nitrate (AN) customers
rolling onto new pricing under long-term
contracts, additional costs to refine the
emulsion product offering and increased
input costs. The Energy business was
impacted by the lower Saudi CP which
was down 17.3 per cent on average
compared to the prior year due to
volatility in the oil market and disrupted
global demand due to COVID-19. The
Energy business also recorded lower
LPG export volumes and experienced
increased competition in the natural gas
retailing market impacting volumes and
pricing. While the Fertilisers business
achieved sales volume growth for the
period and ensured customer needs
were met during a difficult period in
which global supply chains were
interrupted, earnings were impacted by
higher operational and logistics costs.
These factors were partially offset
by sound results in the ammonia and
sodium cyanide businesses with the
ammonia plant achieving record
production and sales volume growth.
The sodium cyanide plant produced
strong volumes and was supported
by robust demand in the gold mining
sector, as well as lower input costs.
All chemical plants benefited from
investment in prior years and a
continued focus on improving
plant availability and yield.
Market conditions in WesCEF’s key
customer segments in the Chemicals
business remain strong with favourable
commodity prices in the iron ore and
gold mining sectors in particular.
Earnings are likely to be impacted by
increased AN sales to fertiliser and export
markets with lower explosive sales
domestically now that the competing
Burrup plant is operational. The sodium
cyanide business is expecting strong
demand.
The Energy business is expected to be
impacted by weakness in the Saudi CP
and subdued margins in the natural gas
retailing market.
Fertilisers volumes and margins remain
dependent on seasonal outcomes and
grower sentiment. It is expected that
increased logistics and input costs will
remain in the first half of the 2021
financial year.
WesCEF is working closely with joint
venture partner, SQM, and Covalent
Lithium to finalise project studies to
deliver a definitive feasibility study on
the integrated lithium project in Western
Australia. A final investment decision to
proceed with the project will be considered
in the first quarter of calendar year 2021.
WesCEF is continually working on
opportunities to better utilise or expand
its existing operations with targeted
investments and the use of data and
analytics. WesCEF is also actively
working on additional services and
products to grow with its customers
and contribute to their success.
Ian Hansen
CHIEF EXECUTIVE OFFICER,
WESFARMERS CHEMICALS,
ENERGY & FERTILISERS
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Operating and financial review
WesCEF
OUR BUSINESS
OUR MARKET
WesCEF operates nine businesses in
Australia across the chemicals, energy
and fertiliser sectors and employs over
1,330 team members across its
production and distribution facilities and
support offices. During the financial year,
Wesfarmers completed the acquisition
of Kidman, demonstrating WesCEF’s
commitment to grow a portfolio of
leading, sustainable businesses.
Chemicals includes:
− CSBP, which manufactures and
supplies ammonia, AN and industrial
chemicals primarily to the Western
Australian resources and industrial
sectors;
− Queensland Nitrates (QNP), CSBP’s
50 per cent joint venture with Dyno
Nobel Asia Pacific which manufactures
and supplies AN to the resources
sector in the Bowen Basin coal fields;
− Australian Gold Reagents (AGR),
CSBP’s 75 per cent owned joint
venture with Coogee Chemicals which
manufactures and supplies sodium
cyanide to the Western Australian and
international gold mining sectors;
− Australian Vinyls, which supplies PVC
resin and specialty chemicals to the
Australian industrial sector; and
− ModWood, which manufactures
wood-plastic composite decking
and screening products.
Energy includes:
− Kleenheat, which extracts LPG from
natural gas and distributes bulk and
bottled LPG to the residential and
commercial markets in Western
Australia and the Northern Territory
and is a retailer of natural gas to
residential and commercial markets,
and electricity to businesses in
Western Australia; and
− EVOL LNG, distributes bulk LNG
primarily to the remote power
generation market in Western
Australia.
Fertilisers manufactures, imports and
distributes phosphate, nitrogen and
potassium-based fertilisers for the
Western Australian agricultural sector
through CSBP. It also provides technical
support for growers through a network
of employees and accredited partners
in regional Western Australia.
WesCEF continues to invest in emerging
technology business Decipher, which is
a technology solution offering services to
both the agricultural and mining sectors.
The launch of the integrated modules on
mine rehabilitation and tailings storage
management broaden its market.
Covalent Lithium, Wesfarmers’
50 per cent joint venture with SQM,
is currently developing the Mt Holland
lithium project with a final investment
decision to be considered in the first
quarter of calendar year 2021.
50
Wesfarmers 2020 Annual Report
SUSTAINABILITY
People
WesCEF recognises that its success as
a organisation is closely aligned to the
success of its people and strives to
create an inclusive culture that permits
employees to achieve their best. During
the year, work continued to improve
gender balance and Indigenous
employment through various strategies.
WesCEF team members operate within
a high-risk environment and, as a result,
managing the safety and wellbeing of its
people within the workplace is a priority.
WesCEF’s total number of recordable
injuries this year was 11 compared to
13 last year and 16 in the 2018 financial
year, continuing the downward trend.
During the year, WesCEF continued
to improve its High Potential Risk
Management Program aimed at
preventing incidents that could cause
serious harm or permanent injury.
Checklists were developed to support
in-field safety discussions and ensure
critical controls are in place before
work commenced. The program will
be expanded next year to include
process safety risks.
WesCEF also refreshed its safety brand,
‘Safe Person, Safe Process, Safe Place’,
to align safety themes and messages
with key safety competencies and
business requirements. Communication
channels to enhance safety messages
were reviewed, with new initiatives
developed, such as Leader Conversation
Guides and safety champions. Safety
communications will continue to be a
key focus in the 2021 financial year.
Supporting communities
WesCEF continues to invest in the
communities in which it operates to
support the long-term sustainability of
its businesses and build its reputation
as a good corporate citizen. This is
achieved by supporting activities that
build community trust and advocacy
and position WesCEF as an employer
of choice.
In the wake of the Australian bushfires,
WesCEF employees donated $16,423
to the Red Cross Bushfire Disaster
Appeal. This amount was matched by
the business, taking the total donation
to $32,846.
During the year, WesCEF formed two
new partnerships focusing on education
and the environment. Preparation for
both partnerships began in the
2020 financial year, but unfortunately
COVID-19 delayed the start to the
2021 financial year.
WesCEF and two of its businesses,
Kleenheat and CSBP, redirected some
of their community investment funding
to support the community in other ways
during the COVID-19 pandemic.
WesCEF committed $10,000 to help
Indigenous community members in
Kwinana and Rockingham have access
to COVID-19 support services, food and
medical supplies through its partnership
with the local Indigenous Community
Health Centre, Moorditj Koort.
WesCEF also made donations to Western
Australian food assistance charities, Feed
the Frontline and Foodbank WA.
CSBP Fertilisers continued to support
Lifeline WA, and Kleenheat revised its
customer rewards program, Kleenheat
Treats, making it available to everyone
living in Western Australia and the
Northern Territory. Over 10,000 people
were nominated and 2,000 winners
received a $100 gift card.
Operating ethically
and responsibly
WesCEF is committed to the highest
standards of conduct and ethics in its
supply chain. WesCEF has developed
an Ethical Sourcing and Modern Slavery
Policy which establishes its minimum
expectations from suppliers in relation
to labour rights issues. As a result, new
suppliers are required to complete a
questionnaire based upon compliance
with this policy. All new contracts have
a clause requiring suppliers to agree
with and adhere to the policy.
WesCEF’s approach to evaluation of
ethical sourcing and modern slavery
across its supply chain is risk-based
and assessed using an internal risk
evaluation framework. Where a supplier
is categorised by WesCEF as high risk,
additional requirements such as audits
will occur going forward.
WesCEF commenced the delivery of
ethical sourcing and modern slavery
training. To date, 47 WesCEF senior
managers have completed this training
with further rollout intended for next year.
Safety performance
(from continuing operations)
TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)1
3.3
2020
2019
2018
2017
2016
3.3
4.2
5.4
2.2
7.8
Community contributions
(from continuing operations)
DIRECT
$0.6m
2020
2019
2018
2017
2016
0.6
0.4
0.4
0.41
0.3
Waste
(from continuing operations)
RECYCLED
DISPOSED
20.0 kt
2020 17.91 2.1
2019
2018
2017
2016
8.2
8.0
4.6
3.3
2.8
4.4
2.0
3.2
1 TRIFR is the number of lost time and medical
treatment injuries per million hours worked.
1 This number has been restated due to a
review conducted in 2018.
1 FY2020 increase in recycling was due to
one-off excavation and concrete disposal
projects undertaken at CSBP Kwinana.
Wesfarmers 2020 Annual Report
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Operating and financial review
Environmental stewardship
WesCEF is committed to reducing its
environmental impact and ensuring the
sustainability of its operations. Since the
end of the 2020 financial year, WesCEF
developed its aspiration to achieve net
zero Scope 1 and 2 emissions in its
operations by 2050.
Water security is a business-critical risk
at its CSBP Kwinana site, with current
and future threats to availability, reliability
and cost of traditional water supply
options. CSBP Kwinana’s water
consumption increased by 20 per cent
this year, corresponding with higher
production in water-intensive processes.
During the year, WesCEF developed a
long-term water sustainability strategy
for the CSBP Kwinana site. Available
water sources and options to improve
wastewater treatment were assessed,
including the revitalisation of the site’s
purpose-built wetlands. The wetlands
are an important part of CSBP’s
wastewater management, naturally
treating approximately 2.5 million litres of
nutrient-rich wastewater each day. The
strategy will ensure the site’s long-term
water supply, plant reliability and effluent
discharge security, and allow CSBP the
opportunity to use climate-independent
water sources.
A focus area for next year includes the
potential construction of a wastewater
recycling plant.
Legacy waste represents an ongoing
environmental risk due to potential
impacts on the environment and/or
neighbours. WesCEF’s contaminated
sites strategy advanced during the year,
with investigations completed at CSBP’s
Dalwallinu, Albany, Geraldton and
Esperance sites, and progress was
made at the Bunbury and Kwinana sites.
A key performance measure for WesCEF
is waste diversion from landfill, with
90 per cent of waste recycled or reused
during the year.
Greenhouse gas emissions
(from continuing operations)
SCOPE 1 & 21
964.7 ktCO2e
2020
964.7
2019
2018
2017
2016
897.3
769.8
798.2
808.8
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CSBP’s wetlands rejuvenation improves
wastewater management
The wetlands at CSBP Kwinana are
being revitalised as part of a strategy
to improve the business' wastewater
management.
The three hectares of purpose-built
wetlands are an important part of
CSBP’s wastewater management,
treating approximately 2.5 million
litres of nutrient-rich wastewater
each day.
WesCEF’s Environmental
Superintendent Stephanie Felstead
said that the wetlands naturally treat
the wastewater.
“Naturally occurring bacteria live
around the plant stems and remove
metals and nutrients before the
clean water is pumped to the Sepia
Depression Ocean Outlet via the
Water Corporation’s discharge line,
four kilometres offshore,” she said.
The wetlands have been operating
for 15 years, and over this time the
treatment of high volumes of
wastewater has resulted in
waterlogging and plant degradation.
CSBP’s wetlands rejuvenation is a
two-stage project. The first part was
completed in early 2020 and involved
upgrading the drainage system and
replanting 50,000 plants.
The second part of the project, a
wastewater recycling plant, is being
considered in 2021. The plant will
remove metals from the wastewater
before directing the clean water
back to CSBP’s processing plants.
“This will reduce the amount of water
CSBP uses in its manufacturing
process, as well as the eventual
amount of treated wastewater
discharged off-site,” Stephanie said.
1 Scope 1 and 2 data includes emissions from
continuing operations for businesses where we
have operational control under the NGER Act and
other known non-reportable Australian-based
emissions over which we have control.
STRATEGY
WesCEF’s vision is to grow a portfolio of leading, sustainable businesses. WesCEF has a high-quality portfolio of assets and seeks
to leverage these assets and grow through incremental investment and innovation to meet the needs of its customers. WesCEF also
focuses on investment in adjacent opportunities where it can add value through utilising its manufacturing and processing expertise
and the capabilities of its people.
Growth
strategies
Safe person,
safe process,
safe place
Achievements
Focus for the coming years
– Continued multi-year trend of reduction in total recordable frequency injury rate
– Business-wide safety intervention to empower employees to identify hazards
and develop action plans to mitigate risks
– Ongoing commitment to improve safety performance
and employee safety capability
– Continue to track and close out actions from the safety
intervention
– Refine maintenance planning and corrosion control
across production assets
– Enhanced cyber security protection
Investing for
growth
– Achieved record production rates in the ammonia plant which is benefiting
from investment and debottlenecking initiatives
– Record sodium cyanide production
– Further investment in storage and logistics assets to support fertilisers
customers
– Continued expansion of fleet and storage assets to support LNG business
– Debottlenecking of LNG plant to expand production
– Completed the acquisition and integration of Kidman Resources
– Successful initial drilling campaign with domestic gas explorer in Western
Australia with support from CSBP funding and offtake agreement
Evolve through
innovation
– Utilised data and analytics to increase plant availability
– Continued investment in Decipher to develop new solutions for a broader
customer base
– Advanced manufacturing technology
– Identification of WesCEF innovation pillars – industry 4.0, circular economy
and carbon impact
Enhance our
reputation
– Implementation of modern slavery and ethical sourcing policy
– Ongoing community partnerships and grants that focus on Indigenous,
youth and environmental initiatives
– Evaluate and implement expansion and debottlenecks
of existing capacity across chemicals portfolio
– Investigate developing production capacity in new
geographies or new products
– Opportunity to develop the Mt Holland lithium project
and consider other chemical processing opportunities
in the growing electric vehicle supply chain
– Implement a business wide system to enable data-
informed prioritisation of strategic portfolio objectives
– Explore opportunities in climate change related
technologies
– Ongoing focus on regulatory compliance
– Continued investment in cyber security
– Continue to deliver on local community investment
strategies with a focus on science, technology,
engineering and mathematics (STEM) education
and environmental responsibility
RISK
The business units manage risk as an intrinsic part of their daily operations and are committed to conducting activities in a way
that generates growth sustainably and enhances the reputation of WesCEF. Risks deemed unacceptable are transferred (through
contractual arrangements or insurance), mitigated or avoided.
WesCEF is actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas as well as by
managing the direct implications identified below.
Risk
Mitigation
COVID-19
– Continued focus on providing a COVID-safe environment for team members
– Active monitoring of impact on international supply chains
Serious injury,
safety or
environmental
incident
– Continue to invest in improving safety culture and performance for the safe operation of facilities and distributing products in a way that
minimises any adverse effect on employees, contractors, local communities or the environment
– Maintain a strong focus on operating facilities and distribution systems in a manner which minimises the effect on the environment
– Deliver High Potential Risk Management Program – by implementing critical control identification and verification, to maintain the core
safety vision ‘Safe Person, Safe Process, Safe Place’
– Continue to invest in the wellbeing of our people through the ‘Wellness at WesCEF’ program, including the training of supervisors
in Mental Health Awareness
Sustained intense
competition
– Leveraging data and analytics to improve production efficiency and availability to meet customer requirements
– Focus on consistently satisfying the needs of customers and continued investment in initiatives that further improve the customer
experience
– Continue to review and expand product and service offering to ensure we can contribute to customers' ongoing success
– Positive contributions to the communities in which we operate
Meeting
community
expectations
– Minimise the risk of modern slavery occurring in our businesses or supply chains
– Grow workplace diversity with focus on improving gender balance and growing the number of Indigenous employees to reflect the
communities in which we operate
– Continue to build partnerships that develop youth in our communities with a focus on STEM education and environmental stewardship
– Continue to invest in systems and processes to ensure responsible use of data and security of information
Wesfarmers 2020 Annual Report
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Wesfarmers 2020 Annual Report54Operating and financial review(cid:69)(cid:287)(cid:221)(cid:339)(cid:326)(cid:334)(cid:322)(cid:259)(cid:190)(cid:280)(cid:927)(cid:190)(cid:287)(cid:221)(cid:927)(cid:132)(cid:190)(cid:246)(cid:225)(cid:334)(cid:366)Industrial and Safety is a leading supplier of industrial, safety and workwear products, and services to a wide range of customers, including Australia and New Zealand’s largest corporate and government entities, through four main businesses: Blackwoods, Workwear Group, Coregas and Greencap.During the year, the Industrial and Safety businesses were focused on supporting customers to respond to the Australian bushfires and COVID-19, including sourcing critical products in global shortage, ensuring critical oxygen supply to hospital groups and providing additional risk consulting services.”55YEAR IN REVIEWKey financial indicatorsTim BultMANAGING DIRECTOR, WESFARMERS INDUSTRIAL AND SAFETYPROSPECTSMarket conditions in Australia and New Zealand are expected to be uncertain and remain challenging in the near term.The Blackwoods business will continue to focus on improving the customer value proposition, building on the new regional sales structure implemented in the 2020 financial year which supports an improved customer experience. Blackwoods will also continue investment in data and digital and implementation of the ERP system.It is expected that customer demand in Workwear Group will continue to be subdued in the near term as a result of COVID-19. The business is focused on new business opportunities, growth from key brands, cost improvement initiatives and continued investment in its digital offering and operating efficiencies.Coregas’ earnings are expected to be impacted by lower demand, along with continued competitive pressures. The business will continue to focus on growth opportunities in healthcare, renewables and other specialist gas adjacencies.The improvement initiatives and investments underway across the division are expected to enhance our businesses’ competitive positions as they seek to increase share in their respective markets.PERFORMANCE DRIVERS Revenue of $1,745 million was in line with the prior year. Blackwoods’ revenue increased on the prior year due to continued growth from strategic customers and the Western Australian region, as well as strong demand for critical products in the second half, including personal protective equipment (PPE), cleaning and hygiene products. This was partly offset by sales declines in other segments and weakness in New Zealand due to disruption to customers’ normal operations from government measures to contain the impact of COVID-19. Workwear Group’s revenue declined on prior year, primarily due to lower revenues from corporate uniforms in Australia and the United Kingdom as a result of the impact of COVID-19 on some customer segments including airlines, retail and hospitality. Coregas’ revenue increased due to continued demand in the medical segment. Excluding significant items and payroll remediation costs, earnings of $55 million were 36.0 per cent below the prior year. Blackwoods’ earnings were impacted by continued investment in customer service, as well as investment in digital capabilities including the enterprise resource planning (ERP) system. Workwear Group’s earnings declined on prior year, primarily due to lower revenues and the prior period benefiting from one-off insurance proceeds. Coregas’ earnings declined primarily due to higher raw material and freight costs.During the year, Industrial and Safety recorded a pre-tax, non-cash impairment of $310 million in the carrying value of the division, primarily relating to goodwill. The impairment charge reflects the deterioration in economic conditions resulting in lower customer demand in Workwear Group and Greencap, along with uncertainty as to future economic conditions, which impacted the Group’s assessment of the carrying value of the overall Industrial and Safety division. As disclosed at the first-half results, payroll remediation costs of $15 million were also incurred during the year.Revenue$1,745mEBT$39mPost AASB 16Pre AASB 16For the year ended 30 June202012020120192018201720162Revenue ($m) 1,745 1,745 1,752 1,750 1,776 1,844 Earnings before tax ($m) 39 40 86 118 115 63 Capital employed (R12) ($m) 1,448 1,447 1,475 1,409 1,363 1,339 Return on capital employed (R12) (%)2.72.8 5.8 8.4 8.4 4.7 Cash capital expenditure ($m)5959 83 50 34521 2020 earnings before tax for Industrial and Safety excludes pre-tax impairments of $310 million, and includes $15 million of payroll remediation costs.2 2016 includes $35 million of restructuring costs associated with the 'Fit for Growth' transformation.20201,74520191,75220181,75020171,77620161,84420203920198620181182017115201663Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverview55Operating and financial review
Industrial and Safety
OUR BUSINESS
OUR MARKET
as well as specialised garments
to defence and emergency services
customers in Australia and
New Zealand.
Coregas is a supplier of industrial,
specialty and medical gases in Australia
and New Zealand, serving customers of
all sizes through multiple sales channels
and distribution networks.
Greencap is a management consulting
business which has a market leading
contractor induction digital platform
called Cm3.
The Industrial and Safety business
portfolio services customers across
diverse industries such as construction,
mining, manufacturing, retail, food and
beverage, utilities, transport, facilities
maintenance, health and government.
The businesses also service a wide
range of customer groups including
large corporate enterprises, government
organisations and small-to-medium
sized businesses.
Industrial and Safety operates four main
businesses: Blackwoods, Workwear
Group, Coregas and Greencap.
Blackwoods is the largest business
in terms of revenue and is a distributor
of tools, safety gear, workwear and
industrial supplies. It services a wide
variety of customers of different sizes
across Australia and New Zealand
through an extensive supply chain,
branch network and online platforms.
Workwear Group is Australia’s largest
provider of industrial and corporate
workwear, featuring iconic Australian
brands Hard Yakka and King Gee.
Workwear Group also supplies bespoke
and catalogue uniforms to leading
airlines, financial services providers,
retailers and other large corporates
through NNT and Incorporatewear (UK),
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Wesfarmers 2020 Annual Report
SUSTAINABILITY
Safety and wellbeing
The Industrial and Safety division continued
to drive initiatives to mitigate fatal risk,
prevent injuries, support operational
excellence and target team members’
physical and psychological wellbeing.
The division’s Total Recordable Injury
Frequency Rate (TRIFR) of 4.8 was a
30 per cent decrease from last year’s rate
of 6.9. The critical risk review program
progressed, including developing ‘bow
tie’ analyses, performance standards and
verification checklists, which will continue
into the next financial year.
To better understand psychological
health needs, Blackwoods piloted a
survey. Results have been shared with
participants and a prioritised action plan
rolled out. Workwear Group completed
a psychological harm assessment and a
gap analysis to assist with benchmarking
and future program development.
Coregas rolled out phase two of its
Safety Refresh and continued to
implement site operational safety
review recommendations.
The safety and wellbeing of team members
is an ongoing priority for the division.
Product safety and
service quality
The Industrial and Safety businesses
are committed to providing safe and
quality products. Due to stringent risk
reviews, there were no own-brand
recalls across the division. Blackwoods
has been developing a cloud-based
assessment for national brand
suppliers to further verify compliance
and risk management protocols. NZ
Safety Blackwoods is employing a
dedicated role to ensure quality and
Safety performance
(from continuing operations)
TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)1
4.8
2020
2019
2018
2017
2016
4.8
6.9
6.6
8.1
9.2
1 TRIFR is the number of lost time and medical
treatment injuries per million hours worked.
compliance is well-managed and
governed.
Workwear Group implemented a
training program for offshore suppliers,
covering compliance to and governance
of its policies and procedures. Coregas
team members participated in product
stewardship training via the Australian and
New Zealand Industrial Gas Association.
As a technical services business,
Greencap focuses on service quality
and its independent accreditation
program is a key driver in managing
risks. The annual reaudit program was
successfully delivered with accreditation
continuing for Quality Management ISO
9001 and Environment Management
System ISO 14001.
The division will focus on core priorities
in the 2021 financial year in line with
strategic business objectives.
Community contributions
Each business makes positive
contributions to its local community,
forming strong partnerships spanning
a range of causes. As a division, over
$1.0 million was contributed via donated
stock, financial contributions, corporate
sponsorships, mentoring and volunteer
hours and team member donations.
Blackwoods reached a significant
milestone of $2.0 million raised for the
Fred Hollows Foundation over the past
10 years. Donations are generated from
customers, with a proportion of sales
from Prosafe-branded products passed
on to the Foundation.
Coregas donated over $24,000 during
the year, supporting the Steve Waugh
Foundation, Cancer Council and the
Royal Melbourne Hospital Intensive
Community contributions
(from continuing operations)
DIRECT
INDIRECT
$1.0m
2020
1.0
0.0
2019
2018
2017
2016
1.2
0.6
0.0
0.1
0.0
0.1
0.0
0.0
Care Unit. Greencap contributed over
$31,000 via direct and indirect donations
to the Skyline Education Foundation,
"the Bernie Banton Foundation, the
Numeralla-Countegany Rural Fire
Brigade and other organisations.
NZ Safety Blackwoods donated
NZ$100,000 to KidsCan and participated
in volunteer events throughout
New Zealand. Workwear Group and
its team members have contributed
over $98,000 to various organisations,
including $20,000 to 'Buy A Bale'.
Ethical sourcing
and human rights
The Industrial and Safety businesses
maintain strong and respectful supplier
relationships with products sourced in
a responsible manner. Each business
manages its own risk-based ethical
sourcing strategy.
Blackwoods made progress re-engaging
existing high-risk suppliers to the Sedex
Members Ethical Trade Audit four-pillar
audit framework. Suppliers to
Blackwoods that are classified as high
risk and make up more than 90 per cent
of its total procurement spend are
managed under the framework and
internal reaudit program.
Workwear Group conducted ethical
sourcing awareness sessions with its
international suppliers. The business
also appointed Ethical Sourcing
Champions within its Australian,
New Zealand and United Kingdom
businesses. All own-brand Greencap
suppliers of goods not for resale are on
the Sedex platform. Coregas developed
a suppliers web portal with policies,
general purchase conditions, and
completed purchase orders.
Waste
(from continuing operations)
RECYCLED
DISPOSED
12.2 kt
2020
3.5
8.8
20191
4.4 10.4
1 Waste not previously reported prior to 2019
because it was not material to the Group.
Wesfarmers 2020 Annual Report
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Operating and financial review
A divisional catalogue was also
developed, listing approved suppliers
for branded goods not for resale.
All Australian businesses completed
a human rights risk gap analysis of
external cleaning service providers,
aligning contract, statement of
work and due diligence processes.
Balance and inclusion
The Industrial and Safety businesses
strive to create inclusive work
environments, achieve gender balance
and promote the inclusion, engagement
and employment of Indigenous
Australians. In the division, 44 per cent
of team members are female, including
33 per cent in management roles.
Indigenous team members make up
2.4 per cent of our Australian workforce
and Indigenous supplier spend totalled
more than $1.6 million in the 2020
financial year.
During the year Blackwoods released its
Aboriginal and Torres Strait Islander
Strategy and Plan 2019-2021, providing
guidance and allocation of responsibilities.
Over 100 Blackwoods team members
attended cultural awareness training, with
381 additional team members completing
online Reconciliation Action Plan training.
Blackwoods and Coregas again hosted
CareerTrackers interns. Greencap
conducted a team member survey
to better understand the diversity of
its people and inform its Workplace
Diversity Plan. Workwear Group
improved its Workplace Flexibility
and Parental Leave policies.
With changes to recruitment in place,
each business is creating more diverse
and welcoming workplaces and
reviewing procurement practices to
increase Indigenous supplier spend.
Blackwoods collaboration delivers
more than products
Blackwoods and New Start Australia
have partnered to pilot a same-day
delivery service for construction and
infrastructure customers in the
Sydney region. New Start is our
Indigenous employment and labour
hire partner and has been an integral
part in Blackwoods' Indigenous
employment program.
The Blackwoods delivery van has
been repainted featuring a colourful
Indigenous design and an
Acknowledgement of Country for
all the Indigenous nations where
we operate across the Sydney
regions. New Start has provided
an enthusiastic, experienced, and
site-inducted Indigenous driver to be
the face of this innovative program.
The introduction of a same-day
delivery service supports our
customers in the time-critical
major project sector, provides
an employment opportunity, and
proudly showcases Blackwoods’
support for Indigenous culture and
communities. Feedback from large
construction customers working on
several high-profile projects has
been very positive.
Blackwoods is hoping to continue
the pilot and eventually expand and
tailor the service offering.
Ethical sourcing audit
program findings
Greenhouse gas emissions
(from continuing operations)
492
NUMBER OF SUPPLIERS COVERED
BY THE AUDIT PROGRAM1
Suppliers part of the audit program
but not audited during the financial year2
Suppliers audited during the financial
year with no critical breaches
Suppliers audited during the financial
year with critical breaches identified3
237
232
23
1 There were 492 active suppliers in the
audit program as at 30 June 2020.
2 The supplier may be audited every
two years if it had no previous findings.
3 In FY2020, there were 89 critical
breaches across 23 suppliers.
SCOPE 1 & 21
27.1 ktCO2e
2020
27.1
2019
2018
2017
2016
25.9
26.0
29.2
30.0
1 Scope 1 and 2 data includes emissions from
continuing operations for businesses where we
have operational control under the NGER Act
and some of our emissions in New Zealand.
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Wesfarmers 2020 Annual Report
STRATEGY
Industrial and Safety continues to focus on performance improvement activities and investment in digital capability. Across
Blackwoods, Workwear Group and Greencap this includes focusing on data, ERP, product and service capabilities, and cost
improvement initiatives aimed at deepening customer relationships while improving operating efficiencies. Coregas is focused
on expanding its product offer and renewable opportunities.
Growth strategies
Achievements
Focus for the coming years
Implementation of a
market-leading offer
across Blackwoods
in the Australian and
New Zealand industrial
distribution market
– Implemented new regional sales structure and local
customer service improving customer net promotor scores
– Deepening customer relationships and building sales
force effectiveness
– Commenced integrated supply program with major
customer
– Improved operating efficiency while maintaining supply
and service levels
– Strengthened technical specialist capability
– Product range enhancement
– Leveraging scale from operations
– Expansion of technical capabilities and service solutions
– Implementing a new ERP system and streamlining
operating processes through data and digital
Digital transformation
of Workwear Group and
targeting growth from
uniforms and key brands
– Supply chain optimisation progressed
– Sourcing rationalisation progressed
– Investment in digital transformation
– Targeted uniform growth and new business opportunities
– Growth from key brands
– Cost improvement initiatives
– Further refinement of the operating model to improve
efficiencies
Grow Coregas market
share
– Continued revenue growth, including medical gas offer,
Blackwoods and Bunnings distribution channels
– Geographic expansion within Australia and New Zealand
– Further expanding product offers such as specialty gases
– Adjusting to COVID-19 impacts
– Renewable opportunities
Expand the online
capabilities of Greencap
– Greencap completed the Cm3 acquisition in July 2019
and significantly grew its user base
– Position Cm3 as the leading contractor management
platform in Australia and New Zealand
RISK
As a supplier of industrial, safety and workwear products, the business is exposed to the performance of customers’ industry
sectors, new and existing competitor activity, as well as macro-economic factors such as capital investment, employment,
foreign exchange rates and interest rates.
Industrial and Safety is actively managing the impact of COVID-19 by understanding the effect it has across all key risk areas
as well as by managing the direct implications identified below.
Risk
COVID-19
Mitigation
– Continued focus on providing a COVID-safe environment for team members, customers and suppliers
– Implementation of strategies to provide increased cost structure flexibility to respond to changes in customer demand
Subdued growth and
margin pressure
– Build sales force effectiveness in Blackwoods and improve product range enhancement
– Target new growth opportunities, strengthen brand positioning and execute cost control initiatives in Workwear Group
– Continue to develop new distribution channels for Coregas and expand speciality gas capabilities
– Grow Greencap’s digital offer
Growth of new and
existing competitors,
including digital market
entrants
Safety or environmental
incident
– Build data and digital capabilities that deepens customer relationships
– Continue to optimise range, price and supply chains
– Further refinement to improve operating efficiencies
– Continue to focus on quality systems and ensuring compliance with standards
– Fully operational safety program including regular monitoring and the continuation of the safety culture
– Active safety engagement by senior management
Wesfarmers 2020 Annual Report
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Other activities
Wesfarmers is an investor in Coles Group Limited, flybuys, the BWP Trust,
Gresham Partners and Wespine Industries.
COLES
BWP TRUST
WESPINE INDUSTRIES
The 50 per cent-owned Wespine
Industries (Wespine) operates a
plantation softwood sawmill in
Dardanup, Western Australia. Wespine
manufactures structural timber used
in the construction industry along with
landscaping, packaging and other
timber products.
Despite Western Australian
housing approvals remaining at near
20-year lows, Wespine recorded timber
sales of $95.7 million for the 2020
financial year, in line with the prior year.
Performance was driven by the
supply of additional volumes to
customers in the eastern states on
a lower overall contribution margin.
Wespine’s recordable injuries declined
slightly during the period reflecting the
high level of focus which continues to
be a priority for management.
For more information on Wespine,
please visit www.wespine.com.au
Wesfarmers’ investment in the BWP
Trust (the Trust) contributed earnings
of $52 million, compared to $42 million
last year.
The Trust was established in 1998 with a
focus on large format retailing properties
and, in particular, properties leased to
Bunnings. BWP Management Limited,
the responsible entity for the Trust, is a
wholly-owned subsidiary of Wesfarmers
Limited. Units in the Trust are listed on
the Australian Securities Exchange and
Wesfarmers holds, through a wholly-
owned subsidiary, 24.8 per cent of the
total units issued by the Trust as at
30 June 2020.
The Trust’s portfolio as at 30 June 2020
consisted of a total of 75 properties. For
more information on the Trust, please
visit www.bwptrust.com.au
GRESHAM PARTNERS
Wesfarmers has a 50 per cent
shareholding in Gresham Partners
Group Limited, the holding company
for the Gresham Partners operations.
Gresham is a leading independent
financial services business with
activities in corporate advisory, funds
management, property, and capital
solutions.
For more information on Gresham
Partners, please visit
www.gresham.com.au
Coles is a leading Australian retailer which
sells everyday products including fresh
food, groceries, household goods, liquor,
fuel and financial services via its national
store networks and online platforms.
In November 2018, the Coles division
was demerged from the Wesfarmers
Group, and Coles Group Limited was
subsequently listed on the Australian
Securities Exchange. Following the
listing of Coles, Wesfarmers retained
15 per cent of Coles’ total shares on
issue. During the 2020 financial year,
the Group sold 10.1 per cent of its
investment in Coles through two separate
transactions, recording a pre-tax gain on
sale of $290 million and a further pre-tax
gain of $220 million on revaluation of the
Group’s interest in Coles.
As at 30 June 2020, the Group held
a 4.9 per cent (2019: 15.0 per cent)
interest in Coles through a wholly-owned
subsidiary, Wesfarmers' Retail Holdings
Pty Ltd.
For more information on Coles’
performance during the year, please visit
www.colesgroup.com.au
FLYBUYS
Wesfarmers owns a 50 per cent
shareholding in leading loyalty and data
company flybuys, with Coles Group
Limited holding the other 50 per cent.
Formerly part of Coles, following the
demerger in November 2018 the flybuys
business was set up as an independent,
stand-alone business.
As at 30 June 2020, there were
6.8 million active households in the
flybuys loyalty scheme. For more
information on flybuys, please visit
www.flybuys.com.au
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Wesfarmers 2020 Annual Report
Group sustainability performance
Wesfarmers has a long
track record of reporting
on our sustainability
performance. We believe
sustainability is about
understanding and
responsibly managing
the ways we impact
the communities and
environments in which
we operate.
We recognise that we can only achieve our
objective of providing a satisfactory return
to shareholders over the long term, if we
take a holistic approach to looking after the
interests of our stakeholders - our team
members, our customers, our suppliers -
acting honestly and ethically in everything
we do, looking after the environment and
contributing to the communities where we
work and operate.
This section of the annual report provides
summarised information about nine of our
ten material sustainability issues with our
climate-related financial disclosures in the
following section. Our report is prepared
in accordance with the Global Reporting
Initiative. If you would like more information
including, our 2020 Modern Slavery
Statement, additional case studies and
data on our sustainability performance,
please visit our website
www.wesfarmers.com.au/sustainability
Safety performance
(from continuing operations)
Total Recordable Injury Frequency Rate1
10.4
2020
10.4
2019
2018
2017
2016
13.5
24.12
28.72
33.62
1 TRIFR measures the number of lost time injuries
and medical treatment injuries per million
hours worked.
2 Includes discontinued operations, including Coles.
SAFETY AND WELLBEING
We maintain a relentless focus on providing safe workplaces.
Every team member is entitled to work in
a safe environment and go home safely at
the end of their working day. This year, we
drew on our experience of managing our
workplaces with a relentless focus on the
safety of our team members, customers
and others to support the government and
community efforts to limit the spread of
COVID-19.
We have seen encouraging improvements
in safety performance this year. To monitor
safety performance, we use TRIFR (or Total
Recordable Injury Frequency Rate) which
shows injuries per million hours worked by
team members and long-term contractors.
This year, our continuing operations TRIFR
decreased by 23 per cent from 13.5
to 10.4, with improvements across all
divisions. Workers’ compensation claims
decreased from 1,750 to 1,632 on a
continuing operations basis.
Peak performance
Our objective for our team is peak
performance, with a focus on having fit,
healthy and engaged teams across all
businesses. The key peak performance
strategy during the year included
responding to the risks of COVID-19.
While good progress has been made,
peak performance initiatives, remain
key priorities for further development
over the coming year.
Bunnings rolls out new counterbalance
forklifts
During the year, Bunnings made
its biggest financial investment in
safety to date, with the rollout of
more than 430 counterbalance
forklifts, representing an investment
of over $32 million.
The forklifts have been customised
specifically for the Bunnings
operating environment and have
a number of world-class safety
features made possible by new
technology.
These features include an electronic
safety brake which automatically
engages when the forklift is turned
off, or automatically applies after a
slight delay, if the driver exits the
vehicle while it is turned on.
Special features prevent overloading
of the forklift, ensures the safe load
limit cannot be exceeded and
provides a safer braking system
when a forklift is on a gradient.
Operators can adjust the forklift
tines via controls in the cabin,
reducing the need to manually move
them for non-standard pallet loads,
while the comfort cabin helps
reduce operator fatigue.
The forklifts were trialled in a
number of Bunnings stores prior
to the rollout. Every store team will
receive training on operating the
forklifts as they are introduced
across the network.
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Group sustainability performance
PEOPLE – DEVELOPMENT, DIVERSITY AND INCLUSION
We strive to create an inclusive
work environment, with particular
attention to gender balance
and the inclusion of Indigenous
people. We provide opportunities
for our team members to
enhance their job performance
and develop their careers.
Our greatest competitive advantage is
our people and we are committed to
providing opportunities to enhance their
performance and experiences at work
and to advance their careers.
Training and development
Wesfarmers’ businesses provide job
specific and career development training
to full-time, part-time and casual team
members. Training programs available
include developing team members’
technical skills, product knowledge,
customer service, teamwork and
leadership capabilities.
Inclusion and diversity
Wesfarmers is committed to providing
an inclusive workforce where everyone
feels respected and safe. We believe
that through diverse and inclusive teams
we can foster the best talent, harness
creativity and problem-solving and gain
insight into our diverse customers,
stakeholders and the community. This
drives our performance and enables
future growth.
Gender balance
We believe gender balance helps us
to deliver our objective of satisfactory
returns to shareholders. Gender balance
at Wesfarmers is defined as a minimum
of 40 per cent of either gender.
The Wesfarmers Leadership Team
is balanced with 42 per cent women
and 58 per cent men, as is our total
workforce, of 57 per cent women and
43 per cent men. There is room to
strengthen gender balance in senior
executive positions in the businesses
with women holding 30 per cent of
positions and men holding 70 per cent
of positions.
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Wesfarmers 2020 Annual Report
Diversity and inclusion at WesCEF
Wesfarmers Chemicals, Energy and
Fertilisers (WesCEF) recognises
that its success as an organisation
is closely aligned to the success of
its people and strives to create an
inclusive culture that permits team
members to achieve their best.
WesCEF’s continued commitment
to diverse and inclusive teams helps
attract the best talent, facilitates
creative problem-solving and grows
connections to diverse customers
and stakeholders.
During the year, work continued
to improve gender balance and
Indigenous employment through
various strategies, including
targeted LinkedIn searches,
gender-neutral advertising, gender-
balanced shortlisting and promotion
of flexibility.
WesCEF also continued its focus
on building an inclusive culture
by delivering inclusive workplace
training to 216 employees and
updating its parental leave policy
to increase the number of weeks
of paid parental leave.
WesCEF achieved gender balance
on its executive leadership
team with 40 per cent female
representation. However, female
representation in leadership
roles decreased from 28.9 to
27.7 per cent and overall female
representation dropped from 35.0
to 34.8 per cent in the last year,
reinforcing the need for continued
focus. WesCEF continues to build
gender balance in non-traditional
pipelines and 47 per cent of
apprentices are female.
Female representation across the Group
Total workforce
Wesfarmers Limited
Non-Executive
Directors
Wesfarmers
Leadership Team
2020
2019
2020
2019
2020
2019
57%
58%
50%
38%
42%
45%
Senior executive
positions
All management
and professional
positions
2020
2019
2020
2019
30%
27%
36%
36%
Our vision for reconciliation
We commit to strong and respectful relationships with our suppliers.
SUPPLIER RELATIONSHIPS
Our vision for reconciliation is an
Australia that affords equal opportunities
to all, including all Indigenous people.
Wesfarmers will ensure that Indigenous
people feel welcome in our businesses
as employees, customers, suppliers
and visitors.
Wesfarmers’ Reconciliation Action Plan
is focused on five core areas.
1. Sustainable employment
As one of Australia’s largest
employers, we are continuing to
provide sustainable employment
for Indigenous people. As at
30 June 2020, 1,858 Aboriginal
and Torres Strait Islander team
members worked in our businesses.
This equates to 1.9 per cent of our
Australian workforce. We recognise
that we have work to do to achieve
our target of employment parity
of three per cent of our Australian
workforce by 2022.
2. Career progression
We are committed to providing
opportunities to Indigenous people
to expand their careers.
3. Indigenous procurement
Supporting Aboriginal and Torres
Strait Islander businesses is an
important contributor to the economic
empowerment of Indigenous people
with important flow-on effects to
families and communities. During the
year, we paid more than $28 million
to Indigenous suppliers.
4. Community partnerships
We continue to invest in community
partnerships that are focused on
Indigenous affairs and that add value
to our partner organisations, the
community and our businesses.
5. Celebrating Indigenous culture
Wesfarmers has worked in
collaboration with Indigenous
cultural organisations, artists and
communities for over four decades.
Indigenous team members1
2020
1,858
2019
2018
2017
2016
1,6662
1,647
1,342
990
1 From continuing operations.
2 Restated to account for casual team
members who have worked in the last
30 days (previously 90 days).
We seek strong and respectful
relationships with all our suppliers.
This year we engaged with nearly
37,000 suppliers and paid them more
than $19.3 billion. Building strong and
collaborative relationships with suppliers
is key to delivering responsibly sourced
products to our customers.
Our retailers are focused on engaging
suppliers to use more sustainable paper,
timber and cotton because of the impact
these materials have on the natural
environment, whether in their production,
use or disposal.
Responsible timber procurement is a
key issue for Bunnings. The Bunnings
Responsible Timber Sourcing Policy was
revised in 2018 to require all timber in
products originating from natural forests
to originate from third-party certified
forests (e.g. FSC or PEFC) by December
2020, with FSC preferred in highly
contentious regions. Bunnings is working
with suppliers affected by its revised
timber policy to transition to the new
requirements.
Kmart and Target have a longstanding
commitment towards using 100 per cent
sustainable cotton (Better Cotton Initiative
cotton, organic cotton, recycled cotton)
for own-brand clothing, towels and
bedding ranges. In the past year, Kmart
Group extended this commitment by
introducing time-bound targets for the
responsible sourcing of a wide range
of materials.
BOAB to support Aboriginal and Torres Strait
Islander businesses
Increasing the diversity of our
supplier base is an important area
where we can make a real difference
to the economic prosperity of
Indigenous people and communities,
while also enhancing our own
businesses. Through our BOAB
(Building Outstanding Aboriginal
Businesses) Fund, Wesfarmers is
providing funding and business
support to Indigenous businesses
which supply to the Group, to
support them to develop and
scale. BOAB funding is linked to
Indigenous business suppliers
because we believe that our
engagement (as a customer or
counterparty) will deliver ongoing
income which will help the business
develop and scale.
Image: BOAB100 Wesfarmers Centenary sculpture commission – a Wesfarmers and
Waringarri Aboriginal Arts creative partnership celebrating 100 years of Wesfarmers.
Wesfarmers 2020 Annual Report
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Operating and financial review
Group sustainability performance
ETHICAL SOURCING AND HUMAN RIGHTS
We strive to source products
in a responsible manner
while working with suppliers
to improve their social and
environmental practices.
Ethical sourcing has been a key area
of focus for the Wesfarmers Group for
almost a decade and COVID-19 has
highlighted the importance of investing
in strong, sustainable supply chains
where ethical sourcing is a priority. In
early 2020, our divisions recognised the
impact COVID-19 would have on ethical
sourcing in their supply chains, including
worker safety, worker vulnerability and
the ability of Wesfarmers divisions’
ethical sourcing teams to complete in-
person audits of suppliers and monitor
the remediation of identified critical
breaches. We put in place measures to
safeguard human rights to address this.
Our businesses directly source products
from nearly 37,000 suppliers in more
than 20 countries. Some of the major
locations we source from include
Australia, Bangladesh, Cambodia,
China, India, Indonesia, New Zealand,
Pakistan and Vietnam. Our supply
chains are complex with multiple tiers
of suppliers in various countries involved
in the production of many products.
Our aim is to ensure that human rights
are understood, respected and upheld
across our supply chain. Our 2020
Modern Slavery Statement is available
on our website.
To mitigate the risk of unethical
practices in our supply chain, our
businesses have ethical sourcing
programs in place that take a
risk-based approach and consider
suppliers of products (both goods for
resale and goods not for resale) and
services. This risk-based approach
sees our retail divisions concentrating
due diligence on suppliers supplying
own-brand products as well as services,
both in Australia and overseas.
We recognise that social compliance
audits can encourage positive
behaviour among suppliers to safeguard
human rights, but we recognise that
a multifaceted approach is required
to tackle such a complex issue. To
complement our ethical sourcing audit
programs, we foster long-term direct
supplier relationships to help us work
with suppliers to safeguard human rights.
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Wesfarmers 2020 Annual Report
Kmart Group takes action to support
garment industry during COVID-19 crisis
Factory shutdowns and falling
consumer demand linked to
COVID-19 has drawn the world’s
attention to the plight of factory
workers in the garment industry.
Kmart Group has been working with
suppliers on a case-by-case basis
throughout the crisis to reach fair
and mutually acceptable outcomes
in relation to orders.
In April 2020, Kmart and Target
endorsed the Call to Action
COVID-19: Action in the Global
Garment Industry, which aims to
generate action across the global
garment industry to protect workers’
income, health and employment
and support employers during the
COVID-19 crisis, and establish
sustainable systems of social
protection for a more just and
resilient garment industry.
Working together with other
brands, trade unions, international
organisations, government and other
key stakeholders, specific measures
are being developed to deliver on
these priorities. The working group
is led by the International Labour
Organization (ILO) in partnership
with the International Organisation of
Employers (IOE) and the International
Trade Union Confederation (ITUC).
More broadly, Kmart and Target
have taken a range of COVID-19
actions in relation to ethical sourcing
compliance and factory worker
safety across their supplier base:
− Due to the factory shutdowns
and the suspension of third-party
audit firms, the validity of ethical
sourcing approvals of factories
was extended to 30 June 2020.
Normal audit programs are now
resuming as factory shutdowns
lift country by country, with further
extensions on audit renewal
provided to some factories in
Bangladesh and India on a
case-by-case basis.
− Workplace safety guidelines
provided by governments, the
World Health Organisation (WHO)
and ILO Better Work Programme
have been shared with suppliers.
The Kmart Group ethical sourcing
team have followed up with
suppliers to ensure that these
guidelines are followed, which
include regular handwashing,
disinfecting, temperature
checking and social distancing
procedures in the factories.
− Kmart and Target have partnered
with ELEVATE (sustainability
and supply chain services
organisations) to organise a
COVID-19 webinar for our
suppliers, focusing on preventive
health and safety measures for
factories to implement before
resuming operation, effective
worker communication and
support.
As the COVID-19 pandemic evolves,
Kmart Group will continue its efforts
to minimise the impact of the health
emergency on the workers in its
supply chain.
DATA AND
IT SECURITY
PRODUCT QUALITY
AND SAFETY
We are committed to
protecting the privacy of
team members, customers,
suppliers and stakeholders in
Wesfarmers and keeping the
data we hold secure.
Wesfarmers is committed to complying
with the laws governing privacy and
data security and acting in an ethical
manner with honesty, integrity, fairness
and accountability.
Wesfarmers’ Code of Conduct applies
to all team members across the
Group and outlines guiding principles
on privacy, confidentiality, record
keeping and the use of, and access
to, the Group’s assets and information
systems. The Group also has policies
relating to privacy and information
technology.
Consistent with the Group’s continuing
focus on accelerating its data and digital
capabilities, privacy and data security
are a high priority.
During the year, the Group continued
working on enhancing its data privacy
and security processes. This work
included a review of privacy law
compliance and development of data
ethics principles. It also included
the strengthening of cyber threat
detection and response capabilities
and further development of data
protection processes including a
Group risk management solution for IT
vendors and minimum standards on
cyber-security. The Group established
quarterly reporting on cyber-security
matters to divisional and Group Audit
and Risk Committees and expanded
the remit of the Data and Digital
Steering Committee to include reviews
of key data analytics projects. The
Corporate Office conducted cyber-
security training and created new roles
focused on data management and data
and digital policy.
In the coming year, the Group will
continue developing its systems and
data governance frameworks, including
in the areas of privacy assessment and
training, and reviews of data analytics
projects and data management and
security.
We are committed to providing our customers with safe products.
All the consumer products we supply
must be safe and meet consumer
protections under the consumer laws
of the countries where we sell them.
We ensure that all our products comply
with relevant mandatory standards
before they are offered for sale. As
well as safety testing and compliance
with required standards, our divisions
implement product recalls where safety
issues may arise.
All divisions regularly share learnings
through the Wesfarmers Product Safety
Forum which is held quarterly. The
divisions have conducted extensive
work to improve their product safety
frameworks and risk assessment
processes based on AS ISO 10377
Consumer product safety – Guidelines
for suppliers.
In addition, members of our divisions
closely collaborate with several industry
organisations and associations to
remain informed about best practice,
regulatory updates and emerging
issues. Our retail divisions support the
product safety community by actively
participating in Standards Australia
committee work.
Officeworks leads the way, developing the
first national standard for button batteries
In support of button battery safety,
all Wesfarmers divisions have taken
active steps to improve the safety
of consumer products powered
by button batteries and enhance
consumer information including the
damage caused from ingestion.
Officeworks Product Safety
Manager, Barbara Geens has
worked closely with Standards
Australia to facilitate a forum to
highlight the problem and to gain
consensus on the development of
the first ever national standard for
button batteries. Barbara has been
recognised for her contribution with
the W.R. Hebblewhite Medal, the
highest honour presented to the
person who has made the most
significant contribution to
standardisation.
Wesfarmers 2020 Annual Report
65
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Operating and financial review
Group sustainability performance
ECONOMIC AND COMMUNITY CONTRIBUTION
We make a positive
contribution to the
communities in which
we operate.
As one of Australia’s largest private
sector employers, our impact on the
economy is significant, supporting
approximately 107,000 jobs, including
almost 100,000 in Australia and
generating a total economic contribution
of $31.7 billion. This year, we paid
$19.3 billion to suppliers, $4.8 billion
in salaries, wages and other benefits
to team members, $3.3 billion in
payments for rent, services and other
external costs and $1.0 billion in taxes
and other government charges.
Most of our operations, team members,
shareholders and customers are
in Australia and our approach to
community engagement is focused
largely on supporting organisations
in the communities in which we
operate. We believe that a strong
business environment is underpinned
by a cohesive, healthy and inclusive
community.
Community contribution
Reflecting the Group’s divisional
autonomy, community engagement is
principally driven and managed by our
businesses to ensure value is created in
ways that best address the needs of their
customers and communities. This year,
the Group contributed approximately
$68 million to community organisations
in Australia, New Zealand and other
regions where we operate, including
$25 million in direct social investment
in community organisations. The Group
also facilitated indirect contributions from
customers and team members totalling
more than $43 million. In the last year,
indirect contributions were impacted by
COVID-19, for example the temporary
suspension of Bunnings community
sausage sizzles.
Wesfarmers at a corporate level
partners with community organisations
in three key areas: medical research
and wellbeing, education and the arts.
Across these areas, we also look to
partner with organisations that have
significant Indigenous programs,
including Indigenous-led programs. This
year Wesfarmers Corporate contributed
$9.8 million to more than 25 small,
medium and large community partners.
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Wesfarmers 2020 Annual Report
The Girls Academy and Clontarf:
Wesfarmers’ long-term commitment
to Indigenous education
Wesfarmers has long been
committed to improving the
educational outcomes of Indigenous
young people. In 2001, we became
the first corporate partner of the
Clontarf Foundation, and in the
19 years that have followed, the
Foundation has grown from a
single academy for 25 students at
the Clontarf Aboriginal College in
Waterford, Western Australia to an
organisation that today, caters for
more than 9,000 young men in 119
academies, across six states and
territories. Wesfarmers is proud to
have been with Clontarf every step
of the way.
This year, we expanded our
commitment to Indigenous education,
entering into a new partnership with
the Girls Academy. Our support
enables the national organisation
to run its school mentoring and
leadership program for Indigenous
girls. Wesfarmers’ Chief Human
Resources Officer, Jenny Bryant,
has been appointed to their board.
During the year, more than 330
Clontarf students and alumni
were employed at a Wesfarmers
business in full-time, part-time or
casual roles. Our partnership with
the Girls Academy provides similar
opportunities to Indigenous girls
and we are planning to increase the
number of Girls Academy young
women working in our businesses.
Wesfarmers Arts
Wesfarmers has been a leading
supporter of arts for more than four
decades. Our partnerships with a
diverse range of premier arts and
cultural organisations in Western
Australia and nationally reflect our
belief in the vital contribution that the
arts make to vibrant communities
in which creativity and innovation
flourish. This year, we stood by our
arts partners during the COVID-19
crisis, providing significant, targeted
support to keep artists employed when
performances were suspended and
galleries were closed.
Community contributions
(from continuing operations)
DIRECT
INDIRECT
$68.1 m
2020 25.0 43.1
2019
19.9 52.2
20181 86.6 60.9
20171 72.9 59.3
20161 57.8 53.8
1
Includes discontinued operations,
including Coles.
WASTE, PACKAGING AND PLASTIC
We strive to reduce our waste to landfill and improve packaging.
Waste
Where possible, our businesses strive
to divert waste from landfill, recognising
that this has significant reputational
and financial costs for their businesses.
Our retail businesses are signatories
to the Australian Packaging Covenant
Organisation (APCO) and report in line
with its targets annually. Waste is a key
area of focus for all our divisions.
This year, we decreased our waste
to landfill by almost five per cent to
approximately 55,500 tonnes and
increased waste recycled by 12 per cent
to approximately 120,500 tonnes.
Bunnings diverted 53 per cent, Kmart
Group diverted 81 per cent and
Officeworks diverted 86 per cent of its
operational waste from landfill. The results
have been achieved through initiatives
such as changing the terms of current
waste and recycling contracts, educating
team members on waste management
practices, monitoring waste and recycling
performance, increasing reusable
packaging and reducing non-recyclable
materials in supply chain. This has
resulted in an overall improved recycling
performance for the Wesfarmers Group,
with significant cost savings expected in
the future.
During the year, Bunnings, Kmart Group
and Officeworks worked with social
enterprises, businesses and not-for
profit organisations to provide recycling
programs for products including batteries,
paint and electrical items such as power
tools and e-waste.
Packaging and plastic
In 2018, all state and federal
governments set targets to reduce
environmental impacts from product
packaging. To be achieved by 2025, the
targets include ensuring all packaging
is 100 per cent recyclable or reusable,
Bunnings sustainable packaging initiatives
Bunnings is committed to
transitioning to fully sustainable
packaging with a significant focus on
reducing operational and packaging
waste, while still maintaining the
integrity of products as they move
through the supply chain.
In the nursery, greenlife suppliers
made significant progress in reducing
the amount of virgin plastic packaging
by transitioning to black plastic plant
pots which incorporate more recycled
plastic. Bunnings also worked with
suppliers to remove non-essential
plastic clips used to hold labels,
reduce the label size, as well as
reduce manufacturing waste and
remove unnecessary plastic sleeves.
These changes will continue to be
implemented as existing supplier
stock is depleted to ensure that
additional waste is not created
during the changeover process.
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increasing the amount of recycled
content used and phasing out single-
use plastics. All our divisions have plans
in place to meet the 2025 packaging
targets, and while some significant
progress has been made, it remains a
significant area of focus.
Waste
(from continuing operations)
RECYCLED
DISPOSED
176.0 kt
2020 120.5 55.5
2019 107.4 58.2
20181 351.3 153.6
20171 373.5 160.1
20161 356.1 151.2
1
Includes discontinued operations, including Coles.
ROBUST
GOVERNANCE
We maintain robust corporate
governance policies in all our
businesses.
Wesfarmers is committed to being
transparent with all our stakeholders
about our sustainability risks and
opportunities and welcomes feedback at
www.wesfarmers.com.au/sustainability
For more details refer to the
Corporate Governance Overview
in this annual report. The full 2020
Corporate Governance Statement,
which covers key aspects of
Wesfarmers’ governance framework
and practices, is in the corporate
governance section of the company
website www.wesfarmers.com.au/cg
For more information about our sustainability
performance across the Group, please visit
www.wesfarmers.com.au/sustainability
Wesfarmers 2020 Annual Report
67
Operating and financial review
Climate-related financial disclosures
The impacts of climate
change are increasingly
being felt around the
world. Our businesses,
shareholders, customers,
team members and the
communities in which
we operate expect us
to manage the risks and
opportunities we face.
Wesfarmers acknowledges and
supports the scientific consensus on
climate change and is committed to
contributing positively to the global
goal of achieving net zero carbon
emissions by 2050, consistent with
the Paris Agreement.
We manage our businesses with
deep carbon awareness and take
responsibility for improving the energy
efficiency of our operations, transitioning
to renewable energy, investing in new
technologies and working with our
suppliers and customers to help them
do the same. For this, we are
accountable to all our stakeholders.
This disclosure follows the
recommendations of the Financial
Standards Board Taskforce on
Climate-related Financial Disclosures
(TCFD). We recognise the importance of
these disclosures to enable the efficient
allocation of capital within markets and
to drive the transition to a sustainable
global economy for all.
As our economy progresses towards
net zero, this will present significant
opportunities for our businesses.
It will also be important to support
communities and industries at risk
and ensure that the benefits and costs
of our transition are shared fairly.
Importantly, we will not achieve the
global goal working alone and we
support efforts to intensify cooperation.
To see how we will meet our net zero
ambition, see page 74.
Setting a strong strategy
Wesfarmers’ climate change strategy
is focused on managing climate-related
risks, identifying opportunities and
reducing emissions. We take a proactive
approach to managing climate-related
risks and opportunities throughout the
portfolio and prioritise those projects
that achieve abatement at a relatively
lower marginal cost.
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Wesfarmers 2020 Annual Report
GHG emissions
This year, Wesfarmers emitted a total
of 1,602 thousand tonnes of carbon
dioxide equivalent (CO2e) in Scope 1
and 2 emissions. These emissions were
three per cent more than last year.
This year, our total energy use
increased by eight per cent compared
to the prior corresponding period, with
21 petajoules of energy consumed.
WesCEF increased its emissions
by eight per cent due to increased
production. Each of Bunnings,
Officeworks and Kmart Group reduced
their emissions through the continued
rollout of solar and energy efficiency
projects. Coregas increased its
emissions by 26 per cent due to
increased plant utilisation at the Mackay
Air Separation Unit (ASU) during the
year while the rest of the Wesfarmers
Industrial and Safety businesses
reduced their emissions by 16 per cent.
For more detail on the performance of
each division, please see their divisional
pages in this annual report.
Delivering on our
commitments
This year, our divisions made pleasing
progress against all aspects of our
Climate Change Policy as we
embedded our climate change strategy
across our diverse portfolio. We also
developed our governance systems and
increased our disclosures in this annual
report and online to meet our
stakeholders’ expectations.
Progress was made this year against
key minimum standards set out in our
Climate Change Policy:
− Metrics and Targets – The
divisions have either adopted
absolute or intensity emissions
targets. Baseline changes can be
made where divisions undertake
significant growth opportunities.
The Wesfarmers Managing Director
and divisional managing directors'
performance goals now include
performance against the Climate
Change Policy and divisional
emissions targets and aspirations.
These are reflected in variable
remuneration incentives,
where relevant.
− Governance – The divisions
Highlights of 2020
− During the year, WesCEF
commissioned a multivariable control
system for process optimisation to
improve ammonia plant performance
and reinvested in improved catalyst
abatement technology in one of its
nitric acid plants. Further investment
in the catalyst across the other plants
is planned over the next two years.
− Bunnings has decoupled emissions
growth from store network growth,
this year achieving a three per cent
reduction on last year's emissions,
while continuing to expand the store
network.
− Kmart Group, Officeworks and
Wesfarmers Industrial and Safety
businesses have continued to work
with landlords to progress their
energy efficiency project plans and
solar rollout projects.
continue to report their Scope 1
and 2 emissions and are expanding
their reporting of Scope 3 emissions
in line with Greenhouse Gas (GHG)
Protocol standards. We now internally
report all emissions regularly to
better understand trends in our
performance.
− Strategy – For the first time, as part
of the Corporate Planning process,
each division will forecast emissions.
In line with best practice, we
undertook an annual review of our
carbon price which is used in
assessing investment decisions.
− Risks and opportunities –
The divisions are required to assess
their climate change risks and
opportunities. This assessment was
a key focus in 2019 and substantial
risk and opportunity analysis was
included in our 2019 TCFD
disclosures. For 2020, we undertook
a review of this work to confirm it
remains appropriate and updated it.
Greenhouse gas emissions
(from continuing operations)
SCOPE 1 & 21
1,601.9 ktCO2e
2020 1,601.9
2019
2018
2017
2016
1,557.7
1,435.9
1,489.7
1,561.3
Wesfarmers divisional Scope 1 and 2 greenhouse gas emissions1
ktCO2e
1,000
900
800
300
200
100
0
319
16
304
13
270
13
263
13
257
250
303
291
SCOPE 1
SCOPE 2
965
897
843
909
46
0
46
43
0
43
54
56
26
12
14
27
12
15
FY19
FY20
BUNNINGS
FY19
FY20
KMART GROUP
FY19
OFFICEWORKS
FY20
FY19
FY20
FY19
FY20
WESCEF
WIS
1 Scope 1 and Scope 2 data includes emissions from continuing operations for Australian businesses where we have operational control under the NGER Act, other known
non-reportable Australian-based emissions over which we have control, and our emissions in New Zealand and Asia.
Wesfarmers 2020 Annual Report
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Operating and financial review
CLIMATE GOVERNANCE
The Wesfarmers Board has responsibility
for managing the Group’s response to
climate change. Climate change risk
management is a permanent item on
the Wesfarmers Operating Framework
and is discussed by the Board and the
Wesfarmers Audit and Risk Committee.
The Board approves the Group’s climate
change strategy including the Group’s
Climate Change Policy, targets, strategic
climate change-related decisions
and climate-related disclosures. The
Board also receives regular reporting
and oversees climate change risk
management. A consolidated Group
Risk Report is provided to the Audit and
Risk Committee and the Board for review
and approval. The Corporate Plan is
subject to a similar process and includes
emissions forecasts. The Remuneration
Committee makes recommendations
to the Board regarding executive
performance goals linked to performance
against the Climate Change Policy and
achievement of divisional emissions
reduction targets and aspirations.
The Wesfarmers Leadership
Team reviews emerging risks and
opportunities, leads stakeholder
engagement and facilitates the sharing of
best practice throughout the Group. Each
Divisional board and each Divisional
management team has responsibility for
identifying and managing any material
risks and opportunities and business
Wesfarmers Group
performance, including against the
climate change strategy, in accordance
with the Group’s Risk Management
Framework. Divisional audit and risk and
compliance committees also oversee
climate change-related risks relevant to
the division.
In the 2020 financial year, climate change
risk management and opportunity
assessment were further embedded into
the existing annual risk reviews and the
Corporate Plan processes. Since 2014,
Wesfarmers has considered an internal
carbon price as part of capital allocation
decisions for projects likely to result in
direct carbon emissions. This carbon
price is described on our sustainability
website at www.wesfarmers.com.au/
sustainability
Additional information on Wesfarmers’
approach to corporate governance is
available on pages 82 to 86 of this
annual report. The full 2020 Corporate
Governance Statement is available
on the Wesfarmers website at
www.wesfarmers.com.au/cg
Governing our emissions
targets
Targets and aspirations have been set for
each division or business, as appropriate.
Due to our autonomous business model
and the different emissions profiles of our
businesses, no single Group-wide target
or aspiration has been set. Responsibility
for complying with the Climate Change
Policy and meeting targets lies with
divisional management and is overseen
by the Wesfarmers Board and Leadership
Team. The divisional emissions' targets
reflect attributes of the relevant division,
including the businesses emissions
profile, expected future growth, recent
emissions reductions and opportunities
to reduce emissions. Absolute targets are
intended to reduce emissions. Intensity
targets are intended to reduce emissions
per unit of production while not limiting
business growth.
Potential for baseline changes
The Climate Change Policy provides
flexibility to accommodate significant
changes to the scale of an existing
business. Changes to a baseline must
be approved by the Wesfarmers Board.
Mergers and acquisitions
The Climate Change Policy recognises
the dynamic and evolving nature of the
Group and specifically contemplates
changes to the portfolio. Where
Wesfarmers acquires a business or
operation, that business or operation
must, within a reasonable timeframe,
comply with the Climate Change
Policy and establish an appropriate
emissions target or aspiration.
- A Group-wide Climate Change
Policy sets minimum standards
expected of our divisions
- A shadow carbon price is
built into Wesfarmers' Capital
Expenditure Policy
- Quarterly carbon and energy
- Risk tools to undertake
forums are held across the Group
to share best practice
scenario analysis
Wesfarmers Board, Audit
and Risk Committee and
Remuneration Committee
- Receives regular reporting
- Provides governance over
climate change risks
- Sets risk appetite
- Sets performance goals
and remuneration
Wesfarmers divisions
Carbon and energy teams
- Climate change policies in place
- Have processes for recording
emissions data
-
Implement carbon reduction
projects
- Meet regularly to share best
practice through Wesfarmers'
Carbon and Energy Forum
70
Wesfarmers 2020 Annual Report
Senior management and
the corporate office
- Manage carbon and energy
teams
- Set the climate change policies
and strategies for the year ahead
-
Facilitate training
- Report to their divisional boards,
the Wesfarmers Board and Audit
and Risk Committee
Divisional boards and audit, risk
and compliance committees
- Receives regular reporting of
emissions and energy use
- Provide governance over
climate change risks and
supports the prioritisation
of opportunities
OUR EMISSIONS PROFILE
Our Scope 1 emissions predominantly
come from the manufacture of
ammonia, ammonium nitrate, sodium
cyanide, LNG and LPG at our WesCEF
businesses, the manufacturing and
transportation of industrial and medical
gases at our Coregas business as
well as the use of natural gas and
transportation fuels, such as diesel
and petrol, in our retail businesses.
Our Scope 2 emissions come
from electricity use, predominantly in
our retail businesses. We have been
measuring and managing our Scope 1
and 2 emissions for more than a decade
in line with the National Greenhouse
and Energy Reporting scheme.
Our Scope 3 emissions derive largely
from the production of goods for sale
by our suppliers, the use and disposal
of those goods, transportation and
waste generated across our operations.
We continue to focus on understanding
and managing our Scope 3 emissions.
Wesfarmers Scope 1, 2 and 3 emissions
The graphic below illustrates the sources of Wesfarmers' Scope 1, 2 and 3 emissions, with reference to the GHG Protocol.
SCOPE 1
SCOPE 2
Commercial &
urban heating &
cooling network
Refrigerant
usage
Chemical
production
& industrial
processes
Controlled
professional
transport
Electricity
network
SCOPE 3
1
Purchased
goods, services
& consumables
2
Capital
goods
3
Fuel & energy-related
activities
4
Upstream
transportation
& distribution
Waste
5
6
Air travel or
business travel
7
Commuting
employees &
customers
8
Upstream
leased assets
9
Downstream
transportation
& distribution
10
Processing of
sold products
11
Use of sold
products
12
End-of-life
treatment of
sold products
13
Downstream
leased assets
Franchises
14
15
Investments
& JV’s
The divisions continue to develop the accuracy and coverage of their Scope 3 reporting categories, in line with the requirements of the Wesfarmers
Climate Change Policy. Major progress this year relates to improvements made by Officeworks, Catch and WIS to expand their reporting in
additional GHG protocol categories.
The divisions report Scope 3 emissions from the following sources:*
1
3
4
5
6
Upstream-purchased goods and services using the spend-based
method for Bunnings, Kmart Group, Officeworks, WIS and Catch
and the average data method for WesCEF;
Fuel and energy-related activities using the average data method;
Upstream transportation and distribution (shipping logistics) using
the distance-based method for all divisions;
In relation to upstream transportation and distribution (land-
based transport), all divisions have made some progress across
intermodal transportation services. Due to the limited data
availability and complexity of networks, this category will be
developed over the coming years;
9
11
12
Waste generated in operations using the waste type-specific
method;
Business travel using the distance-based method;
Downstream transportation and distribution for Officeworks using
extrapolated redelivery data under the distance-based method;
Downstream use of sold products using the spend-based method
for the Kmart Group;
Downstream use of sold products using the direct use-phase
emissions method and electricity consumption emissions per
product lifespan method for Officeworks;
Downstream end-of-life treatment of sold products using the
spend-based method for the Kmart Group;
Downstream end-of-life treatment of sold products using the
waste type-specific method for total paper-based products sold
by Officeworks; and
15
Investments using the investment-specific method.
* This is consistent with the methodologies and protocol categories in the GHG Protocol Corporate Value Chain (Scope 3) Accounting Reporting Standard.
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Operating and financial reviewOur climate change strategyWesfarmers adopts a proactive approach to managing climate- related risks and opportunities. We respond to changes in climate with diverse strategies, appropriate to each business, to reduce our environmental footprint while also realising opportunities and achieving long-term sustainable growth.Developed our Climate Change Policy Included additional reporting in the Operating and Financial Review in the annual reportOUR JOURNEY SO FAR Our climate-related disclosures and strategy have evolved significantly in the last four years. We have found the TCFD framework an effective tool to assess and respond to climate-risk across the Group.RETAIL BUSINESSES Key strategies include: -Improving the energy efficiency of our built environment through improved insulation and more efficient lighting and heating; -Increasing focus on solar passive design principles for all new stores; -Accelerating installation of solar generation on buildings where the rooftop is accessible under current leasing arrangements; -Increasing our focus on modal shifts for transportation and logistics emissions; and -Procuring renewable energy via green procurement options now available in the market. SCENARIO ANALYSIS At the centre of our climate change strategy, risk management approach, opportunity identification and emission reduction work is our scenario analysis. On an ongoing basis, we consider the latest scientific insight and implications for both the scenarios and our climate change strategy and our risks and opportunities. This year we built on the Group-wide scenario analysis undertaken in 2019. Each division reviewed their detailed risk assessments and strategic opportunity examinations and tested them to ensure they continue to reflect their key climate risks and opportunities under three climate scenarios. The output of this work is summarised on pages 76 to 78.The three scenarios reflect, respectively, the limiting of global average temperature increases above pre-industrial levels by 1.5°C, 2°C and 4°C by 2100. Each scenario was assessed over the short term (one to five years), medium term (five to 15 years) and long term (15+ years). The scenarios combine elements of the International Energy Agency’s 2017 World Energy Outlook, the Representative Concentration Pathways established by the Intergovernmental Panel on Climate Change (IPCC) Fifth Assessment Report and the Global Climate Models available from the Climate Change in Australia Projections for Australia’s National Resource Management (NRM) Regions Report. Each division has assessed its risks and opportunities against three distinct climate change scenarios. The scenarios are not forecasts or predictions nor are they intended to fully describe possible future outcomes. Rather, the scenarios are intended to draw attention to the key factors that may impact our businesses. While the scenarios draw upon global practice and scientific information, it is important to note that they are hypothetical, and the future may resemble none, one or some of the scenarios.GovernanceWesfarmers 2020 Annual Report72Strategy
Risk management
Metrics and targets
Analysed the impact of climate
change under different scenarios
Elevated climate change to a
strategic risk
Adopted divisional emissions
targets
Identified risks, opportunities
and strategic responses for our
divisions
Reviewed our internal carbon price
Included climate change
assessment in acquisition due
diligence
Made progress in measurement
of some Scope 3 emissions by
divisions
NON-RETAIL BUSINESSES
Key strategies include:
-
-
-
Identify opportunities to reduce emissions, for example, through alternate
energy sources, energy efficiency and process optimisation technology;
Increasing our focus on circular economy opportunities;
Increasing our focus on modal shifts for transportation and logistics emissions;
- Continuously invest in technology improvements as they become available,
for example the abatement catalyst technology; and
- Supporting efforts to develop emerging decarbonisation technologies through
industry working groups as well as collaboration with universities and other research
organisations, and our suppliers and customers. These include initiatives like green
ammonia, hydrogen, biomass and carbon reduction technology.
1.5ºC
scenario
2ºC
scenario
4ºC
scenario
Strong, very fast reduction in
emissions driven by government
policy, with a focus on minimising
climate change.
The energy system rapidly transforms
to zero emissions, via the uptake of
renewables.
Carbon intensive industries can only
continue if they invest in carbon
capture and storage technologies
and/or are among the most efficient
in their industry.
Consumption of non-essential items
falls and people reuse and recycle
more.
A market-led transition, enabled by a
policy environment which drives rapid
reductions in emissions.
No coordinated global action
on emissions reduction.
A decentralised energy system
emerges, dominated by demand
management, renewable energy and
storage technology.
Global trade flows remain strong,
and the focus on circular economies
grows with an increase in recycling
and a decoupling of resource use
and growth.
Business does not change significantly
to address climate change.
Fossil fuels deliver approximately
50 per cent of the global energy mix.
Acute (extreme) and chronic (long-
term) physical impacts of climate
change are felt, with significant
cumulative impact on the economy.
Economic growth continues to 2030
and then declines as ecosystems
struggle to support the increased
environmental impact.
Resource depletion causes food and
water scarcity and increases the risk
of conflict.
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Operating and financial reviewTargets and aspirationsAll divisions made steady improvements against absolute or intensity emissions targets set in 2019, by undertaking a range of projects designed to improve energy efficiency, increase our behind the meter generation of renewable power and prioritise green energy procurement. The targets reflect the Group’s desire to support the global goal of reducing greenhouse gas emissions, consistent with the Paris Agreement. Continue to implement and refine our Climate Change PolicyEmbed divisional reporting against our Climate Change PolicyThe performance goals and remuneration of the Wesfarmers Managing Director and the divisional managing directors include an assessment of their performance against the Climate Change Policy and divisional emissions targets and aspirations# Wesfarmers Industrial and Safety met its target in FY20 as a result of ongoing investment in energy efficiency projects and solar generation as well as one-off material impacts including due to COVID-19.* Baselines have been derived based on emissions reported in the FY18 NGER submission, less discontinued operations, plus other known non-reportable emissions over which we have control, plus other known international Scope 1 and 2 emissions in New Zealand and Asia. For WesCEF, the baseline has been increased to normalise for production outages during FY18.OUR JOURNEY FROM HEREGovernanceBunningsReflecting the strong expected growth in its store network over coming years, Bunnings is targeting a 10 per cent reduction in Scope 1 and 2 emissions from its baseline of 260 ktCO2e*Kmart GroupWhile significant progress has already been made over many years, Kmart Group is targeting a 20 per cent reduction in Scope 1 and 2 emissions from its baseline of 331 ktCO2e*OfficeworksReflecting the opportunities associated with the physical characteristics of its store network, Officeworks is targeting a 25 per cent reduction in Scope 1 and 2 emissions from its baseline of 49 ktCO2e*304 ktCO2e265 ktCO2e2020 WHERE WE ARE NOW:2025 WHERE WE WANT TO BE:43 ktCO2e37 ktCO2e2020 WHERE WE ARE NOW:2025 WHERE WE WANT TO BE:263 ktCO2e234 ktCO2e2020 WHERE WE ARE NOW:2025 WHERE WE WANT TO BE:Chemicals, Energy and FertilisersWesCEF is largely a Scope 1 emitter and its target is intensity-based*WesCEF’s 2025 target is that its emissions per unit of production are below the mean of comparable peersIndustrial and SafetyIndustrial and Safety (ex-Coregas) is targeting a reduction in emissions by 12 per cent from its baseline of 15 ktCO2e*Coregas is largely a Scope 1 emitter and its target is intensity-based. Coregas’ target is that its emissions per unit of production are below the mean of comparable peers965 ktCO2e2020 WHERE WE ARE NOW:NON-RETAIL BUSINESSESRETAIL BUSINESSES11# ktCO2e13 ktCO2e2020 WHERE WE ARE NOW:2025 WHERE WE WANT TO BE:ex-Coregasex-Coregas16 ktCO2eCoregasEmissions per unit below mean of peersCoregasEmissions per unit below mean of peers2025 WHERE WE WANT TO BE:Wesfarmers 2020 Annual Report74Further climate change scenario analysis based on updated scenarios and the latest available scientific informationFurther analysis of the impact of climate change on our supply chains and product mixPortfolio analysis and strategic analysisContinue to review and adjust the internal carbon price as necessaryFurther analysis of climate change on our transport and product-value chains including selected detailed physical assessmentsDevelop a better understanding of our Scope 3 emissions and consider strategic responses for our businessesAssess achievement of Divisional short-term emissions targets and long-term net zero targets and aspirationsStrategyRisk managementMetrics and targetsOur retail businesses are accelerating plans to reduce their emissions, targeting net zero Scope 1 and 2 emissions by 2030. Bunnings, Kmart Group and Officeworks will achieve this by improving their energy efficiency and moving to renewable power, while working simultaneously with suppliers and customers to better understand and then reduce Scope 3 emissions.NET ZERO TARGET2030 Where we want to be:For WesCEF and Coregas, our aspiration is to achieve net zero Scope 1 and 2 emissions by 2050. For these businesses, the transition to net zero will take time, and we will invest and collaborate with others to support efforts to develop the new technologies that will drive the necessary transformation in these important sectors. For Industrial and Safety (ex-Coregas) we are targeting net zero Scope 1 and 2 emissions by 2050.NET ZERO ASPIRATION2050 Where we want to be: −Improving the energy efficiency of our built environment −Increasing our focus on modal shifts for transportation and logistics emissions −Increasing focus on solar passive design principles for all new stores −Accelerating installation of solar generation where possible −Procuring renewable energy via green procurement options −A continued focus on energy efficiency, emissions reduction and alternate energy sources −Increasing our focus on circular economy and decarbonisation opportunities −Increasing our focus on modal shifts for transportation and logistics emissions −Continuously invest in available abatement catalyst technology −Supporting efforts to develop emerging decarbonisation technologies Wesfarmers 2020 Annual Report75Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewOperating and financial review
RISKS AND OPPORTUNITIES
The physical and transition risks of climate change need to be considered in the context of the diversity of Wesfarmers’
businesses including in industry, operations, products, supply chain, customers, geography and scale. Where a risk applies
to several of our businesses, that risk may impact each business differently.
While climate change presents risks, there are also opportunities for the Group and its businesses. Consistent with our value-
creating strategies, the Group will continue to consider opportunities to invest in existing businesses and take advantage of the
flexibility of the Wesfarmers conglomerate model to renew the portfolio through opportunistic and value-accretive acquisitions or
divestments of businesses. In assessing these opportunities, the Group considers sustainability and looking after the environment
as fundamental when applying a long-term horizon to its disciplined evaluation of investment decisions.
Across the Group’s existing businesses, our climate-related opportunities are in five broad categories: resource efficiency and
cost savings, renewable energy, new products and services, access to new markets and resilience in our supply chain.
Physical risk
A Acute AC Acute and Chronic
Transition risk
PL Policy & Legal M Markets R Reputation L Liability
= most relevant
RISKS
SCENARIO
1.5°C 2°C 4°C
MITIGATION AND OPPORTUNITIES
TIMEFRAME – SHORT TERM (FROM 1–5 YEARS)
AC Extreme weather in localised areas
may disrupt our supply chain, damage
infrastructure or stores and damage stock.
Improved analysis of new store locations, to avoid flood plains
or ensure the store is built above prior flood levels.
We may also hold additional stock to manage this risk.
AC For some of our industrial businesses,
extreme weather may impact the productivity
of certain chemical processes.
We continue to explore alternate technologies to cool the process
down while trying to control costs and the emissions intensity of the
cooling process.
PL
M
Carbon-intensive inputs and products may
become scarcer or more expensive if these
sectors cannot transition or offset their
emissions.
PL
R
It may be difficult on leased premises
to access renewable energy or install
renewable generation.
Transport systems, which represent a large proportion of this
carbon intensity, are moving forward in this area. Large amounts
of R&D have been invested across the globe and alternate
technologies are progressing dependent on haulage requirements.
Concurrently many international suppliers are receiving government
support to transition to greener or renewable sources which will
also reduce the embodied carbon in our products.
Ensuring we look at all potential procurement options helps to
mitigate this and policies that require all new stores, with accessible
rooftops, to have solar generation will ensure this problem slowly
resolves as stores turn over. For the current store network,
we continue to work with the smaller landlords to assist in the
installation of renewable generation. For the larger landlords, the
transition is already occurring, allowing for increased access to
behind the meter generation in shopping centres. An increasing
focus on green procurement options provides additional flexibility
for shopping-centre-based stores in the network.
RISKS
SCENARIO
1.5°C 2°C 4°C
MITIGATION AND OPPORTUNITIES
TIMEFRAME – MEDIUM TERM (FROM 5–15 YEARS)
AC Suppliers of certain commodities or key
inputs may be impacted, certain timber
suppliers to Bunnings and pulp suppliers
to Officeworks may experience shortages
because of insufficient domestic supply and
extreme weather affecting timber production.
Supply of some raw materials and inputs
such as cotton, linen, rubber, metals and
plastics may be impacted or more expensive.
AC
PL
M
Improve suppliers diversity helps to reduce this risk. Suppliers are
aware of the risk and are looking at multiple alternate inputs, e.g.
there are many composite wood-based products that incorporate
recycled materials. The paper industry also has other plant-based
alternatives which have improved substantially in quality.
Our businesses are looking at strategies to move away from virgin
inputs and into circular economy (including recycled) alternatives.
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Wesfarmers 2020 Annual Report
TIMEFRAME – MEDIUM TERM (FROM 5–15 YEARS) CONTINUED
AC
M
R
In some areas, extreme weather including
flooding, rising temperatures and associated
water scarcity may:
• damage agricultural-based inputs,
reduce yields and impact growing
regions (retail businesses).
• require changes to the way we make
products and how much we can sell.
• reduce plant productivity and increase
downtime (industrial businesses).
AC Global and domestic supply chains
may be disrupted.
AC Extreme heat and more regular hot days
may impact employee health, safety and
productivity.
AC Retail customers may prefer air-conditioned
stores and undercover parking, requiring
refurbishment to store environments and
increasing operating costs. Customer
behaviour may change with reduced foot
traffic in retail stores and increased online
shopping.
Our businesses are looking at strategies to move away from virgin
inputs and into circular economy or recycled alternatives.
CSBP has invested in plant optimisation technology to continuously
monitor all aspects of plant performance. We have also invested in
improved catalyst abatement technology to continuously reduce
emissions intensity.
Diversification of supplier base and geographic region to assist in
agile repositioning of supply chains as well as holding additional
stock on country and in domestic distribution centres (DCs) to
buffer delays from disruption.
Investing in the energy efficiency of our network including
insulation, to assist temperature control, as well as investigating
other additional technologies. In the DCs where it is particularly
problematic, shift hours can be amended and additional breaks
taken to manage this.
In our manufacturing operations we adapt by altering shift hours.
Additionally, as technology improves it becomes less about
physical exertion when managing the process.
Install energy efficiency technology and source renewable energy
to reduce costs and emissions.
Continue to work with landlords to invest in renewable energy
on rooftops and energy efficiency projects.
Invest in online delivery channels to provide this option to our
customer base.
Continue to review our approach to store design to update design
standards and include solar power and energy efficient fit-out as
standard.
AC Extreme weather may mean some lines of
commercial insurance become harder to
obtain or more expensive.
Ensure built environment is as prepared as possible for potential
extreme weather events, particularly if, for example, they are
located in a flood plain.
Extreme weather may mean access to debt
funding becomes more difficult as financiers’
risk profiles change.
AC
R
L
AC Extreme heat and prolonged drought
may increase water scarcity, affecting our
customers or our water-intensive operations.
Extended extreme weather may disrupt or
damage our supply chains or infrastructure
for extended periods or eliminate the supply
of or render prohibitively expensive certain
products or raw materials.
For the Kmart Group, synthetic fabrics and
chemicals used to produce certain textiles
for clothing and accessories may become
more expensive as the cost of polymers and
other inputs, including energy increases.
For Bunnings and Officeworks, timber and
pulp shortages may occur because supply
decreases as plantations are used to instead
generate carbon offsets or logging is reduced
to slow land degradation.
Our businesses may need to adapt as
the economy transitions to low carbon
products, customer demand changes,
or costs increase.
AC
M
PL
M
R
PL
M
R
PL
M
M
R
Ensure our manufacturing operations are prioritising reductions
in the emissions intensity of their operations.
Water Supply Strategy developed for CSBP Kwinana to ensure the
long-term supply of suitable quality water for ongoing operations.
Diversification of supplier base and geographic region to assist
in agile repositioning of supply chains and inputs.
We are always looking at alternate inputs from a composition, quality,
price and sourcing standpoint. This has been expanded to actively
investigate circular economy inputs and greener choices. As the cost
of one input increases, other options will become viable.
The transition to more circular products is underway. As they become
more commercial we will transition more of our product lines.
We continue to build our teams’ capabilities and skills by training,
developing and recruiting outstanding people to mitigate and adapt
to risks and to take advantage of the opportunities associated with
climate change.
Customers and other stakeholders, including
investors, financiers and activists, may
increasingly focus on the sustainability of
our products.
Maintain an agile business model that can pivot towards these
opportunities as they emerge. Transitioning to lower carbon
operations ahead of our competitors may provide efficiency,
cost or marketing opportunities.
Wesfarmers 2020 Annual Report
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Operating and financial review
Physical risk
A Acute AC Acute and Chronic
Transition risk
PL Policy & Legal M Markets R Reputation L Liability
= most relevant
TIMEFRAME – MEDIUM TERM (FROM 5–15 YEARS) CONTINUED
PL
M
PL
M
Regulatory changes such as carbon pricing
(subject to the scale of the pricing) may
impact the financial performance of our
businesses or impact the supply or price
of certain inputs including raw materials,
energy, fuel and water.
Carbon pricing (subject to the scale of the
pricing) and other regulations may impact
the competitiveness of our trade-exposed
businesses (especially WesCEF) if our
international competitors do not face similar
carbon pricing and other regulation.
PL Prices may increase as a result of input cost
pressures (including carbon pricing, subject
to the scale of the pricing) leading to a
decrease in consumer demand.
LNG and LPG fuels could be affected by
carbon, compared to liquid fuel solutions.
M For WesCEF, demand for natural gas
may fall as consumers favour renewables
and hydrogen.
R For our retail businesses:
• they may need to respond to increasingly
environmentally conscious consumers;
• the fast-fashion and electronics markets
may transition to more durable products
or products that are easier to reuse or
recycle; and
• certain products may evolve to support
the replacement of components rather
than the replacement of entire item.
R Reputational concerns may drive businesses
to more proactively manage carbon and
other environmental risks.
Continual assessment of the operating environment and key drivers
of change, as well as enhancing diversified product offerings help
to spread risk.
Continue to invest in technology to reduce Scope 1 emissions,
including collaboration with research organisations. Continue to
maximise plant efficiency to minimise cost of production.
We incorporate a carbon price into our capital allocation decisions
to reduce this risk.
Ensure we maintain an agile business model that can pivot both
offer and range to meet consumer demand at the right price point.
For our industrial businesses, there may be opportunities for
efficient operators as relatively inefficient and more carbon-
intensive operators become less competitive.
Invest in R&D alternate energy sources to capitalise on expanding
markets as they develop.
Continue to build further circular and low carbon economy
awareness in our business. For example, a continued focus
on reducing plastic in product and packaging, and increased
recycling rates as well as actively investigating circular economy
opportunities with a view to transition products lines where the
input exists, e.g. activewear.
Replacement of componentry can be problematic and a focus on
recycling rare earths metals from electronic goods into second-life
use is a focus.
Continue to invest in technology to reduce Scope 1 emissions,
including collaboration with research organisations.
RISKS
SCENARIO
1.5°C 2°C 4°C
MITIGATION AND OPPORTUNITIES
TIMEFRAME – LONG TERM (FROM 15+ YEARS)
AC For our WesCEF businesses, extreme
weather and prolonged drought may impact
the amount of arable land in the Western
Australian Wheatbelt or cause agriculture to
relocate within Western Australia, reducing
fertiliser demand or making alternative
suppliers more competitive. Extreme heat
and increased humidity may also reduce
plant productivity, increase downtime and
reduce product quality.
R Our industrial businesses may need
to respond to increasing stakeholder
activism relating to the carbon intensity
of their operations.
M Our businesses may need to adapt as
the economy transitions to low carbon
products and customer demand changes
or costs increase.
L
R
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PL
M
Liability risk associated with class actions
over climate change or lack of management
of environmental risk.
Changing stakeholder risk profiles,
particularly in relation to carbon intensive
operations, may make access to funding
more difficult.
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Wesfarmers 2020 Annual Report
Explore alternative markets less affected by climate change such as
further north.
Investigating additional services, particularly in the technology and
data areas to assist farmers maximise value and farming efficiency.
WesCEF is also investing in adjacent opportunities such as granular
fertiliser that acts as a nitrification inhibitor to improve plant uptake
and reduce nitrous oxide emissions to air.
Continuing to evaluate and invest in emissions reduction
technology and engage in industry collaboration to prioritise
decarbonisation opportunities and greener product alternatives.
Continue to build on the capabilities and skills of our teams through
training, developing and recruiting outstanding people to mitigate
and adapt to risks and to take advantage of the opportunities
associated with climate change.
A focus on sustainability is a pillar of Wesfarmers and all of its
businesses approach to daily operations.
Continuing to invest in technology to reduce Scope 1 emissions
and engage in R&D initiatives to develop green ammonia
technology.
Our Conclusion:Ernst & Young was engaged by Wesfarmers Limited (‘Wesfarmers’) to undertake limited assurance, as defined by Australian Auditing Standards and hereafter referred to as a ‘review’, over selected sustainability information disclosed in Wesfarmers’ 2020 Annual Report for the financial year ended 30 June 2020 (‘2020 Sustainability Reporting’). Based on our review, nothing came to our attention that caused us to believe that the sustainability information in the 2020 Annual Report had not been prepared and presented fairly, in all material respects, in accordance with the criteria defined below.What our review coveredErnst & Young (‘EY’ or ‘we’) reviewed:• Selected sustainability information disclosed in the Annual Report, limited to the following: −Wesfarmers “Group Sustainability Performance” and “Climate-related financial disclosures” sections of the Operating and Financial Review (‘OFR’) −The “SUSTAINABILITY” sections for Bunnings, Kmart Group, Officeworks, Chemicals, Energy and Fertilisers, and Industrial and Safety.• A selection of performance metrics, as shown in the table below:Performance metrics• Scope 1, Scope 2, and Scope 3 greenhouse gas emissions in tonnes of carbon dioxide equivalent (tCO2-e)• Waste disposed and recycled (tonnes)• Water consumption (megalitres)• Energy consumption (petajoules)• Workplace health and safety data • Community contributions (AUD)• Aboriginal and Torres Strait Islander employee numbers• Aboriginal and Torres Strait Islander procurement spend (AUD)• Ethical sourcing audit program data• Employment and People dataCriteria In preparing its 2020 Sustainability Reporting, Wesfarmers applied the following criteria:• GRI Standards, including the Reporting Principles for defining report quality and report content • National Greenhouse and Energy Reporting Act 2007 (for Scope 1 and 2 greenhouse gas data) and GHG Protocol Guidance (for Scope 3 greenhouse gas data)• Other selected Criteria, as determined by Wesfarmers, and as set out in its Sustainability Reporting.Key responsibilities EY’s responsibility and independenceOur responsibility was to express a conclusion on the Wesfarmers 2020 Sustainability Reporting based on our review.We were also responsible for maintaining our independence and confirm that we have met the requirements of the APES 110 Code of Ethics for Professional Accountants, including independence, and have the required competencies and experience to conduct this assurance engagement.Wesfarmers’ responsibility Wesfarmers’ management (‘management’) was responsible for selecting the Criteria and preparing and fairly presenting the Sustainability Reporting in accordance with that Criteria. This responsibility includes establishing and maintaining internal controls, adequate records, and making estimates that are reasonable in the circumstances. Our approach to conducting the reviewWe conducted our review in accordance with the Australian Auditing and Assurance Standards Board’s Australian Standard on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (‘ASAE 3000’), Assurance Engagements on Greenhouse Gas Statements (‘ASAE 3410’), and the terms of reference for this engagement as agreed with Wesfarmers on 20 April 2020.Summary of review procedures performed A review consists of making enquiries, primarily of persons responsible for preparing the Wesfarmers 2020 Sustainability Reporting and related information and applying analytical and other review procedures. Our procedures included:• Assessing Wesfarmers’ adherence to the GRI Standards Reporting Principles for defining report quality and report content, including the processes involved at a Divisional and Corporate level• Determining whether material topics and performance issues identified during our procedures had been adequately disclosed• Interviewing selected personnel from Corporate and Divisional offices, to understand the key sustainability issues related to the subject matter and processes for collecting, collating and reporting the Performance Data during the reporting period• Where relevant, gaining an understanding of systems and processes for data aggregation and reporting• Performing analytical tests and detailed substantive testing to source documentation for material qualitative and quantitative information• Checking the accuracy of calculations performed• Obtaining and reviewing evidence to support key assumptions in calculations and other data• Reviewing selected management information and documentation supporting assertions made in the subject matter• Checking that data and statements had been accurately transcribed from corporate systems and/or supporting evidence • Reviewing the presentation of claims, case studies and data against the relevant GRI principles contained in the criteria.We believe that the evidence obtained was sufficient and appropriate to provide a basis for our limited assurance conclusion.Limited AssuranceProcedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than, for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our procedures were designed to obtain a limited level of assurance on which to base our conclusion and do not provide all the evidence that would be required to provide a reasonable level of assurance.While we considered the effectiveness of management’s internal controls when determining the nature and extent of our procedures, our assurance engagement was not designed to provide assurance on internal controls. Our procedures did not include testing controls or performing procedures relating to checking aggregation or calculation of data within IT systems.Use of our Assurance StatementWe disclaim any assumption of responsibility for any reliance on this assurance report to any persons other than management and the Directors of Wesfarmers, or for any purpose other than that for which it was prepared.Independent Limited Assurance Statement to the Management and Directors of Wesfarmers LimitedErnst & YoungA member firm of Ernst & Young Global Limited. Liability limited by a scheme approved under Professional Standards LegislationTerence Jeyaretnam FIEAustPartner Melbourne, Australia 23 September 2020 Wesfarmers 2020 Annual Report79Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewGovernance
Corporate governance overview
Board of
Directors
Michael Chaney AO
CHAIRMAN
BSc, MBA, Hon. LLD W.Aust, FAICD
Age 70
Term: Chairman since November 2015;
Director since June 2015.
Skills and experience: After an early career
in petroleum geology and corporate finance,
Michael joined Wesfarmers in 1983 as Company
Secretary and Administration Manager. He
became Finance Director in 1984 and was
appointed Managing Director in July 1992. He
retired from that position in July 2005.
Directorships of listed entities (last three years),
other directorships/offices (current and recent):
- Chairman of the National School Resourcing Board
(since November 2017)
- Director of the Centre for Independent Studies
(since 2000)
- Governor of the Forrest Research Foundation
(since June 2014)
- Chairman of Woodside Petroleum Limited
(retired April 2018)
- Chancellor of The University of Western Australia
(retired December 2017)
- Member of the Gresham Resources Royalties Fund
Investment Committee (since June 2020)
Jennifer Westacott AO
DIRECTOR
BA (Honours), FAICD, FIPAA, FANZSOG
Age 60
Term: Director since April 2013.
Skills and experience: Jennifer is Chief
Executive of the Business Council of Australia.
Prior to that, she was a Board director and
lead partner at KPMG. Jennifer has extensive
experience in critical leadership positions in the
New South Wales and Victorian governments.
Directorships of listed entities (last three years),
other directorships/offices (current and recent):
- Adjunct Professor at the City Futures Research Centre
of the University of New South Wales (since 2013)
- Chair of the Western City & Aerotropolis Authority
(since February 2019)
- Chair of Studio Schools of Australia (since July 2019)
- Chair of the Mental Health Council of Australia
(retired August 2019)
- Board member of Cyber Security Research Centre
(CSRC) Ltd (since February 2018)
- Member of University of New South Wales Council
(since December 2019)
- Co-Patron of Pride in Diversity (since November 2017)
- Patron of The Pinnacle Foundation (since March 2019)
Rob Scott
MANAGING DIRECTOR
B.Comm, MAppFin, CA, GradDipAppFin
Age 51
Term: Director since November 2017.
Skills and experience: Rob joined Wesfarmers
in 1993 before moving into investment banking in
various roles in Australia and Asia. Rob rejoined
Wesfarmers in 2004 in Business Development
before being appointed Managing Director of
Wesfarmers Insurance in 2007 and then Finance
Director of Coles in 2013. He was Managing
Director, Financial Services in 2014 and Managing
Director of the Wesfarmers Industrials division
in 2015. Rob became the Group’s Deputy Chief
Executive Officer in February 2017 and assumed
the role of Managing Director and Chief Executive
Officer at the conclusion of the 2017 Annual
General Meeting in November 2017.
Directorships of listed entities (last three years),
other directorships/offices (current and recent):
- Chairman and director of the flybuys joint venture with
Coles Group Limited (since December 2018, resigned
as Chairman in June 2020)
- Chairman of Rowing Australia (since October 2014)
- Director of Gresham Partners Group Limited
(resigned July 2018)
- Director of Gresham Partners Holding Limited
(resigned July 2018)
- Member of UWA Business School Advisory Board
(since August 2017)
Sharon Warburton
DIRECTOR
BBus (Accounting & Business Law), FCA,
FAICD, FAIB
Age 50
Term: Director since August 2019.
Skills and experience: Sharon has extensive
board and executive experience in corporate
strategy, business operations, finance,
accounting and risk management, particularly
in the resources, construction, infrastructure
and property sectors, along with significant
expertise in governance and remuneration. She
was previously Executive Director Strategy and
Finance at Brookfield Multiplex, and held senior
management roles with ALDAR Properties PJSC
in the United Arab Emirates, Citigroup in Sydney
and Rio Tinto Limited in London and Perth.
Directorships of listed entities (last three years),
other directorships/offices (current and recent):
- Director of Gold Road Resources Limited (since May 2016)
- Director of Worley Limited (since February 2019)
- Director of the Perth Children’s Hospital Foundation
(since February 2014)
- Member of the Takeovers Panel (since May 2015)
- Adjunct Professor of Leadership and Strategy at Curtin
University Faculty of Business and Law (since April 2019)
- Director and Co-Deputy Chairman of Fortescue Metals
Group Limited (retired March 2020)
- Director of NEXTDC Limited (retired March 2020)
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Wesfarmers 2020 Annual Report81Signed reportsShareholder and ASX informationFinancial statementsDirectors’ reportGovernanceOperating and financial reviewOverviewDiane Smith-Gander AODIRECTORB.Ec, MBA, Hon.DEc W.Aust (UWA), FAICD, FGIAAge 62Term: Director since August 2009.Skills and experience: Diane has extensive experience in corporate governance and providing strategic advice to corporations in Australia and overseas. She was a partner with McKinsey & Company in the USA, became a senior adviser to McKinsey & Company in Australia in 2016 and has more than a decade of executive experience in the banking industry. Directorships of listed entities (last three years), other directorships/offices (current and recent): -Director of HBF Health Limited (since May 2020) -Director of AGL Energy Limited (since September 2016) -Director of North Queensland Airports group of companies (since August 2018) -Chair of Safe Work Australia (since February 2016) -National Chairman of CEDA (since November 2019) -Director of Keystart Home Loans group of companies (since July 2016) -Member of Australian Partnership Council Norton Rose Fulbright Australia (retired July 2020) -Chair of University of Western Australia Business School Board (since January 2020)Vanessa WallaceDIRECTORB.Comm (UNSW), MBA (IMD Switzerland), MAICDAge 57Term: Director since July 2010.Skills and experience: Vanessa is an experienced board director and strategy management consultant who had been with Strategy& (formerly Booz & Company) for more than 25 years. She has global experience, living and working in Asia, and deep expertise in the financial services sector across the spectrum of wealth management, retail banking and insurance, with particular functional depth in risk management, post-merger integration and capturing business opportunities associated with channels, customers and markets.Directorships of listed entities (last three years), other directorships/offices (current and recent): -Managing Director of MF Advisory (since 2015) -Director of SEEK Limited (since March 2017) -Director of O’Connell Street Associates (since June 2018) -Founding Chairman of Drop Bio Pty Ltd, a digital health company (since January 2019) -Director of AMP Limited (March 2016 – May 2018) -Chairman of AMP Capital Holdings Limited (August 2016 – June 2018)The Right Honourable Sir Bill English KNZMDIRECTORBA (Hons), BCom (Otago)Age 58Term: Director since April 2018.Skills and experience: Bill was Minister of Finance and Deputy Prime Minister of New Zealand from October 2008 to December 2016 and Prime Minister until the change of government in October 2017. He retired from parliament in March 2018. Bill has also held ministerial roles in health, education, housing, and revenue since his election to parliament in 1990. He has long-term interests in economic restructuring, sound microeconomic policy, and social policy reform.Directorships of listed entities (last three years), other directorships/offices (current and recent): -Chairman of Mount Cook Alpine Salmon (since July 2018) -Chairman of Manawanui Support Ltd (since April 2019) -Chairman of Impact Lab Ltd (since May 2019) -Director of The Instillery (since August 2019) -Panel member of NSW Federal Financial Relations Review (since August 2019) -Advisor to Jarden Financial Services (since May 2018)Mike RocheDIRECTORBSc, GAICD, FIA (London), FIAA (Australia)Age 67Term: Director since February 2019.Skills and experience: Mike has more than 40 years’ experience in the finance sector where he held senior positions firstly as an actuary with National Mutual/AXA and then in investment banking where he provided strategic, financial, merger and acquisition, and capital advice to major corporations, private equity and government clients. Mike spent more than 20 years with Deutsche Bank including 10 years as Head of Mergers and Acquisitions where he advised on major takeovers and privatisations. He stepped down as Deutsche Bank’s Chairman of Mergers and Acquisitions (Australia and New Zealand) in 2016, and was a member of the Takeovers Panel for two terms from 2008 to 2014.Directorships of listed entities (last three years), other directorships/offices (current and recent): -Director of MaxCap Group Pty Ltd (since April 2019) -Director of Six Park Asset Management (since December 2017) -Director of Te Pahau Management Ltd (since November 2017) -Trustee Director of Energy Industries Superannuation Scheme Pty Ltd (since November 2016) -Panel member of Adara Partners (Aust) Pty Ltd (since April 2017)Wayne OsbornDIRECTORDip Elect Eng, MBA, FAICD, FTSEAge 69Term: Director since March 2010.Skills and experience: Wayne started working in the iron ore industry in the mid-1970s and joined Alcoa in 1979. He worked in various roles across the Australian business, including accountability for Alcoa’s Asia Pacific operations, prior to being appointed Managing Director in 2001, retiring in 2008.Directorships of listed entities (last three years), other directorships/offices (current and recent): -Director of South32 Limited (since May 2015) -Director of Alinta Holdings (retired April 2017) -Director of Alinta Energy Limited (retired April 2017)Governance
Corporate governance overview
The Board of Wesfarmers Limited
The Board of Wesfarmers Limited is committed to providing a
satisfactory return to its shareholders and fulfilling its corporate
governance obligations and responsibilities in the best interests
of the company and its stakeholders. The 2020 Corporate
Governance Statement details the key aspects of the governance
framework and practices of Wesfarmers. It regularly reviews
its governance framework and practices so as to ensure they
consistently reflect market practice and stakeholder expectations.
The Board believes that the governance policies and practices
adopted by Wesfarmers during the reporting period for the year
ended 30 June 2020 follow the recommendations contained in the
third edition of the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX Principles). It
is noted that the fourth edition of the ASX Principles was released
on 27 February 2019 and takes effect for a listed entity’s first
full financial year commencing on or after 1 January 2020 – for
Wesfarmers, this is the year ending 30 June 2021. Many of
Wesfarmers’ corporate governance policies and practices set out
in the 2020 Corporate Governance Statement also comply with the
fourth edition of the ASX Principles.
Roles and responsibilities of the Board and
management
The role of the Board is to:
• approve the purpose, values and strategic direction of the
Group;
• guide and monitor the management of Wesfarmers and its
businesses in accordance with the purpose, values and
strategic plans;
• oversee good governance practice; and
• setting the Group's risk appetite and monitoring and reviewing
the Group's financial and non-financial risk management
systems.
The Board aims to protect and enhance the interests of its
shareholders, while taking into account the interests of other
stakeholders, including employees, customers, suppliers and the
wider community.
In performing its role, the Board is committed to a high standard
of corporate governance practice and to fostering a culture of
compliance which values ethical behaviour, personal and corporate
integrity, accountability, transparency and respect for others.
The Group Managing Director has responsibility for the day-to-day
management of Wesfarmers and its businesses, and is supported
in this function by the Wesfarmers Leadership Team.
Details of the members of the Wesfarmers Leadership Team
are set out on pages 14 and 15 of this annual report and in the
corporate governance section of the company’s website at
www.wesfarmers.com.au/cg. The Board maintains ultimate
responsibility for strategy and control of Wesfarmers and its
businesses.
Structure and composition of the Board
Wesfarmers is committed to ensuring that the composition of the
Board continues to include directors who collectively bring an
appropriate mix of skills, commitment, experience, expertise and
diversity (including gender diversity) to Board decision-making.
The Board currently comprises nine directors, including eight
non-executive and independent directors. Detailed biographies of
the directors as at 30 June 2020 are set out on pages 80 and 81 of
this annual report.
Tony Howarth retired as a non-executive director at the end of the
2019 Annual General Meeting on 14 November 2019 after serving
as a director for 12 years.
The Board is of the view that the current directors possess an
appropriate mix of skills, commitment, experience, expertise
(including knowledge of the Group and the relevant industries in
which the Group operates) and diversity to enable the Board to
discharge its responsibilities effectively and deliver the company’s
strategic priorities as a diversified corporation with current
businesses operating in home improvement; apparel; general
merchandise and office supplies; and businesses in chemicals,
energy and fertilisers, and industrial and safety products.
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In fulfilling its roles and responsibilities, the key focus areas of the
Board during the 2020 financial year are set out below.
Key focus areas of the Board during the 2020 financial year
included:
Guiding and supporting management in relation to the Group’s
response to the COVID-19 outbreak, with a key focus on the
health and safety of the Group’s team members and customers
Approving a $1.95 billion extension of the Group's available
committed bank facilities and asset sales to further enhance the
company's strong balance sheet position
Reviewing and providing input into the business operations and
the strategic plans of each division likely to impact long-term
shareholder value creation
Overseeing management’s performance in strategy
implementation
Overseeing the implementation of strategy to address areas of
underperformance and reposition the portfolio to deliver growth
in shareholder returns including changes to the Target and Kmart
store networks
Approving changes to the leadership structure of its industrial
businesses
Approving the partial sale of Wesfarmers’ 15 per cent
shareholding in Coles Group Limited in two separate
transactions:
- sale of 4.9 per cent shareholding in February 2020 for pre-tax
proceeds of $1,047 million, net of transaction costs; and
- sale of 5.2 per cent shareholding in March 2020 for pre-tax
proceeds of $1,062 million, net of transaction costs
for total pre-tax profit on sale of $290 million
Monitoring and evaluating growth opportunities to complement
the existing portfolio
Overseeing completion of the acquisition of Australian online
retailer Catch Group Holdings Limited for cash consideration of
$230 million
Overseeing completion of the acquisition of 100 per cent of the
shares in Kidman Resources Limited at $1.90 per share by way
of a Scheme of Arrangement
Monitoring the Group’s operating and cash flow performance,
financial position and key metrics, including financial covenants
and credit ratings
Reviewing the Group’s risk management framework, overseeing
the implementation of strategies to improve the Group’s risk
management framework and monitoring that the Group is
operating with due regard to the risk appetite set by the Board
Monitoring the Group’s safety performance and overseeing
implementation of strategies to improve safety performance and
enhance workplace safety awareness
With the support of the Remuneration Committee, overseeing
the Group's remuneration framework and remuneration
outcomes for senior management
Reviewing the processes in place to attract, develop, motivate
and retain talent
Reviewing policies, reporting and processes to improve the
Group’s system of corporate governance
Appointing the Company Secretary
Corporate governance overview
The Board skills matrix set out below, describes the combined skills, experience and expertise presently represented on the Board. To the
extent that any skills are not directly represented on the Board, they are augmented through management and external advisors.
David Cheesewright who has extensive experience in international retailing and manufacturing, including 19 years with Walmart, was
appointed as an advisor to the Wesfarmers Board in August 2018.
SKILLS AND EXPERIENCE
BOARD
Leadership
Experience in a senior management position in a listed company, large or complex
organisation or government body.
Corporate governance
Experience in and commitment to the highest standards of corporate governance, and
includes experience as a director or senior executive in a listed company, large organisation
or government body.
Financial acumen
Understanding of financial statements and reporting, key drivers of financial performance,
corporate finance and internal financial controls.
Risk management
Experience in identification, monitoring and management of material financial and
non-financial risks and understanding, implementation and oversight of risk management
frameworks and controls.
Digital, data and technology
Experience and expertise in identifying, assessing, implementing and leveraging digital
technologies and other innovations, understanding the use of data and analytics and
responding to digital disruption.
People and culture
Experience in overseeing workplace culture, people management, development and
succession planning, setting remuneration frameworks and promoting inclusion and diversity.
Strategy
Experience in corporate planning, including identifying and analysing strategic opportunities
and threats, developing, implementing and delivering strategic objectives and monitoring
performance against strategic objectives.
Corporate transactions
Experience in assessing and completing complex business transactions, including mergers,
acquisitions, divestments, capital management, major projects and business integration.
Retail markets
Knowledge and experience in the retail and consumer goods industry, including
merchandising, brand development, customer relationships and supply chain.
Industrial, resources and infrastructure
Senior executive or non-executive director experience and expertise in the industrial,
resources or infrastructure sectors.
Regulatory and public policy
Experience in the management and oversight of compliance with legal and regulatory
requirements and/or experience in the development, implementation and review of regulatory
and public policy, including professional experience working or interacting with government
and regulators.
Corporate sustainability and community engagement
Understanding and experience in sustainability best practices to manage the impact of
business operations on the environment and community and the potential impact of climate
change on business operations, and expertise in community and stakeholder relations.
International experience
Experience in international business, trade and/or investment at a senior executive level
and exposure to global markets and a range of different political, regulatory and business
environments.
9
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9
7
5
7
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Governance
Corporate governance overview
Director independence
Role of the Remuneration Committee
Full details of the remuneration paid to non-executive and executive
directors, and senior executives, along with details of Wesfarmers’
policy on the remuneration of senior executives are set out in the
remuneration report on pages 92 to 116 of this annual report.
Senior executives comprising some members of the Wesfarmers
Leadership Team have a variable or 'at risk' component as part of
their total remuneration package under the Key Executive Equity
Performance Plan (KEEPP).
The mix of remuneration components and the performance
measures used in the KEEPP have been chosen to ensure that
there is a strong link between remuneration earned and the
achievement of the Group’s strategy and business objectives,
alignment with the Group’s values, management of risk in
accordance with the Group’s risk appetite, and, ultimately,
generating satisfactory returns for shareholders.
Annual performance reviews of each member of the Wesfarmers
Leadership Team, including the Group Managing Director, for the
2020 financial year have been undertaken. More details about
Wesfarmers' performance and development review process for
senior executives is set out in the 2020 Corporate Governance
Statement.
Key focus areas of the Remuneration Committee during the
2020 financial year included:
Reviewing and making recommendations to the Board in relation
to the fixed and variable remuneration of the Group Managing
Director and his direct reports
Reviewing and making recommendations to the Board in
relation to the Wesfarmers variable remuneration plans, including
undertaking a review of the KEEPP to ensure it remains an
effective plan, meeting its original objectives and is fit for purpose
Reviewing and making a recommendation to the Board for the
vesting outcomes of the 2016 KEEPP Performance Shares based
on the assessment of performance against the performance
targets
Reviewing the succession and transition plans for the
Wesfarmers Leadership Team
Reviewing and making a recommendation to the Board on
non-executive director fees
Reviewing and monitoring gender pay equity
Directors are expected to bring views and judgement to Board
deliberations that are independent of management and free of
any interest, position, association, business or other relationship
or circumstance that could materially interfere with the exercise of
objective, unfettered or independent judgement, having regard to
the best interests of the company as a whole.
The Board’s assessment of independence and the criteria against
which it determines the materiality of any facts, information or
circumstances is formed having regard to the ASX Principles. In
particular, the Board focuses on the factors relevant to assessing
the independence of a director set out in recommendation 2.3
of the ASX Principles and the materiality guidelines applied in
accordance with Australian Accounting Standards.
The Board has reviewed the position and relationships of all
directors in office as at the date of this annual report and considers
that all eight non-executive directors are independent.
Committees of the Board
The Board has established an Audit and Risk Committee, a
Remuneration Committee and a Nomination Committee as standing
committees to assist with the discharge of its responsibilities.
Details of the current membership and composition of each
committee are set out in the 2020 Corporate Governance Statement
on the company's website at www.wesfarmers.com.au/cg
Role of the Nomination Committee
As part of the Nomination Committee’s oversight of Board
succession planning, it is also responsible for identifying suitable
candidates to fill Board vacancies as and when they arise, or to
identify candidates to complement the existing Board, and to
make recommendations to the Board on their appointment. Where
appropriate, external consultants are engaged to assist in searching
for candidates.
The Nomination Committee is responsible for ensuring that there
is a robust and effective process for evaluating the performance of
the Board, its committees and individual non-executive directors.
In relation to the re-appointment of a non-executive director, the
Nomination Committee reviews the performance of the relevant
non-executive director during their term of office and makes
recommendations to the Board.
The form of the Board, committee and individual non-executive
director performance reviews is considered and determined each
year. The outcomes of each Board and committee performance
review are discussed by the Board and each respective committee.
The outcomes of the performance review for each non-executive
director are discussed between the non-executive director and
the Chairman (and in the case of the performance review of the
Chairman, between the Chairman and a nominated senior director).
From time to time, the evaluation process may be facilitated by an
external consultant.
More details are available in the 2020 Corporate Governance
Statement.
Key focus areas of the Nomination Committee during the
2020 financial year included:
Consideration of feedback from major shareholders during the
Chairman’s Roadshow conducted prior to the 2019 Annual
General Meeting
Identifying and considering potential candidates to fill Board
vacancies
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Wesfarmers 2020 Annual Report
Corporate governance overview
Role of the Audit and Risk Committee
Governance policies
The corporate governance section of the company’s website at
www.wesfarmers.com.au/cg contains access to all relevant
corporate governance information, including Board and committee
charters, and Group policies referred to in the 2020 Corporate
Governance Statement.
Ethical and responsible behaviour
Wesfarmers’ primary objective is to deliver satisfactory returns
to shareholders through financial discipline and exceptional
management of a diversified portfolio of businesses. The
Wesfarmers Way is the framework for the company’s business
model and comprises its values of integrity, openness, accountability
and entrepreneurial spirit, details of which are published on the
company’s website at www.wesfarmers.com.au. The Wesfarmers
Way, together with the Code of Conduct and other policies, guide
the behaviour of everyone who works at or for Wesfarmers as the
company strives to achieve its primary objective. The Board and
senior executives of the Group strive to ensure that their own actions
and decisions reference and reinforce Wesfarmers’ core values.
Investor engagement
Wesfarmers recognises the importance of providing its
shareholders and the broader investment community with
facilities to access up-to-date, high-quality information,
participate in shareholder decisions of the company and provide
avenues for two-way communication between the company, the
Board and shareholders. Wesfarmers has developed an investor
engagement program for engaging with shareholders, debt
investors, the media and the broader investment community. In
addition, the company’s shareholders have the ability to elect
to receive communications and other shareholding information
electronically.
The Audit and Risk Committee assists the Board in fulfilling its
responsibilities in overseeing the company’s financial reporting,
compliance with legal and regulatory requirements, setting,
articulating and reviewing the risk appetite of the Wesfarmers
Group, and proactively managing the Group’s systems of internal
control and its financial and non-financial risk management
framework in accordance with the Group’s purpose, values and
strategic direction.
Key focus areas of the Audit and Risk Committee during the
2020 financial year included:
Monitoring the crisis management responses across the Group
resulting from COVID-19 and the identification of emerging risks
and associated mitigation strategies
Reviewing and assessing the Group’s processes which ensure
the integrity of financial statements and reporting, and associated
compliance with accounting, legal and regulatory requirements
Monitoring the Group’s information security framework,
including data protection management, third party data risk
management and the reporting structure and escalation process
on information security risks
Overseeing the payroll assurance and remediation activities of
the relevant Group businesses
Monitoring the ethical sourcing of products and services
throughout the Group to ensure that there are appropriate
safeguards and processes in place
Monitoring the retail shrinkage control measures and reporting
procedures in the Group’s divisions
Reviewing the Group's risk management framework, overseeing
the implementation of strategies to improve the Group's risk
management framework and monitoring that the Group is
operating with due regard to the risk appetite set by the Board
Reviewing and evaluating the adequacy of the Group’s
insurance arrangements to ensure appropriate cover for
identified operational and business risks
Monitoring the Group’s tax compliance program both in
Australia and overseas, including cross-border intra-Group
transactions, to ensure its obligations are met in the jurisdictions
in which the Group operates
A Group compliance program, supported by approved
guidelines and standards, covering safety, the environment, legal
liability, compliance with key governance policies, whistleblower
reporting, information technology, data privacy and human rights
Overseeing the Group’s adoption of the new lease accounting
standard AASB 16 Leases, including reviewing the associated
disclosures
Monitoring compliance with Group policies including the Code
of Conduct and reporting processes
Role of the external auditor
The company’s external auditor is Ernst & Young.
The effectiveness, performance and independence of the external
auditor is reviewed annually by the Audit and Risk Committee.
The lead audit partner is required to rotate after a maximum of
five years. Mr Trevor Hammond is the lead audit partner and was
appointed on 1 July 2019.
Ernst & Young has provided the required independence declaration
to the Board for the financial year ended 30 June 2020. The
independence declaration forms part of the directors’ report and is
provided on page 91 of this annual report.
Wesfarmers 2020 Annual Report
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Governance
Corporate governance overview
Risk management
Inclusion and diversity
Wesfarmers considers building a diverse and inclusive workforce
a key enabler for delivering its objective of satisfactory returns to
shareholders. Wesfarmers’ customers and stakeholders are diverse
and to gain the best insight into their needs and expectations,
and how to meet them, diverse and inclusive teams are required.
A diversity of perspectives and backgrounds also strengthens
creativity in teams. Moreover, creating an environment that
attracts, retains, and develops team members with a wide range of
strengths and experiences ensures Wesfarmers is best equipped
for future growth.
The Wesfarmers Inclusion Policy encourages an inclusive work
environment where everybody feels respected at work and aims to
foster diversity in all its facets at all levels across the Group.
Further details on inclusion and diversity are set out on page 62 of
this annual report and in the 2020 Corporate Governance Statement.
Wesfarmers is committed to the identification, monitoring
and management of material financial and non-financial risks
associated with its business activities across the Group.
The Board recognises that a positive culture is fundamental to an
effective risk management framework. Wesfarmers, through the
Board, instills and promotes a culture which values the principles
of honesty, transparency, integrity, fairness, constructive challenge
and accountability, and these values are reflected in the Group’s
Code of Conduct.
Management is responsible for the Group’s day-to-day compliance
with risk management systems. Management monitors compliance
with, and the effectiveness of, the risk management systems and
controls at a divisional level. Senior management across the Group is
responsible for reinforcing and modelling the key behaviours required
to maintain a strong risk culture, including encouraging constructive
challenge and transparency. Wesfarmers’ senior management reports
to the Board on the adequacy of the risk management systems and
processes on a consolidated basis across the Group and reports
any material issues to the Board. Divisional managing directors
are accountable for risk management outcomes, and day-to-day
compliance, in their respective divisions.
Risk Management Framework
The Wesfarmers Risk Management Framework is reviewed on
an annual basis by the Board to satisfy itself that it continues
to operate effectively and as intended, and that the Group is
operating with due regard to the risk appetite set by the Board. The
Board reviewed the operation of the risk management framework
in June 2020 and approved the Group risk appetite statement for
the 2021 financial year.
This framework details the overarching principles and risk
management controls that are embedded in the Group’s risk
management processes, procedures and reporting systems and the
division of the key risk management functions between the Board,
Group Managing Director and Chief Financial Officer, Audit and
Risk Committee, divisional management, divisional audit and risk
committees and Group Assurance and Risk.
Wesfarmers recognises that risk is part of doing business and
the Group is committed to the identification, monitoring and
management of material risks associated with its business activities.
Further details on the Wesfarmers Risk Management Framework
are set out in the 2020 Corporate Governance Statement on the
company's website at www.wesfarmers.com.au/cg
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Wesfarmers 2020 Annual Report
Directors' report
Wesfarmers Limited and its controlled entities
The information appearing on pages 6 to 86 forms part of the directors’ report for the financial year ended 30 June 2020 and is to be read
in conjunction with the following information:
Results and dividends
Year ended 30 June
Profit
Profit attributable to members of the parent entity
Dividends
The following dividends have been paid by the company or resolved to be paid by the directors since the
commencement of the financial year ended 30 June 2020:
(a) out of the profits for the year ended 30 June 2019 and retained earnings on the fully-paid ordinary
shares:
(i) fully-franked final dividend of 78 cents (2018: 120 cents) per share paid on 9 October 2019 (as
disclosed in last year’s directors’ report)
(b) out of the profits for the year ended 30 June 2020 on the fully-paid ordinary shares:
(i) fully-franked interim dividend of 75 cents (2019: 100 cents) per share paid on 31 March 2020
(ii) fully-franked final dividend of 77 cents (2019: 78 cents) per share to be paid on 1 October 2020
(iii) fully-franked special dividend of 18 cents per share to be paid on 1 October 2020 (2019: 100 cents
per share paid on 10 April 2019)
2020
$m
2019
$m
1,697
5,510
884
1,361
850
873
204
1,134
884
1,134
Principal activities
The principal activities of entities within the consolidated Group during the year were:
•
•
•
retailing of home improvement and outdoor living products and
supply of building materials;
retailing of general merchandise and apparel products;
retailing of office and technology products;
• manufacturing and distribution of chemicals and fertilisers;
•
industrial and safety product distribution;
• gas processing and distribution; and
• management of the Group's investments.
Directors
The directors in office at the date of this report are:
• M A Chaney (Chairman)
• R G Scott (Group Managing Director)
• S W English
• W G Osborn
• M Roche
• D L Smith-Gander
• V M Wallace
• S L Warburton
• J A Westacott
All directors served on the Board for the period from 1 July 2019 to 30 June 2020, except S L Warburton who was appointed a director of
the company on 1 August 2019.
The following directors retired during the year:
• A J Howarth retired as a director of the company on 14 November 2019, at the conclusion of the 2019 Annual General Meeting.
The qualifications, experience, special responsibilities and other details of the directors in office as at the date of this report appear on
pages 80 and 81 of this annual report.
Wesfarmers 2020 Annual Report
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Directors' report
Directors' report
Wesfarmers Limited and its controlled entities
Directors' shareholdings
Securities in the company or in a related body corporate in which directors had a relevant interest as at the date of this report are:
M A Chaney
S W English
W G Osborn
M Roche
R G Scott*
D L Smith-Gander
V M Wallace
S L Warburton
J A Westacott
BWP Trust
Units
–
–
–
–
–
–
–
–
–
Wesfarmers Limited
Performance Rights
–
–
–
–
–
–
–
–
–
Shares
87,597
2,296
14,728
3,000
911,355
12,045
13,983
7,036
6,788
* R G Scott holds 303,225 Restricted Shares and 258,087 Performance Shares under the Key Executive Equity Performance Plan (KEEPP). For further details, please see
the remuneration report on pages 92 to 116 of this annual report.
A J Howarth retired as a director of the company on 14 November 2019, at the conclusion of the 2019 Annual General Meeting. As at that
date, Mr Howarth had a relevant interest in 20,297 shares in Wesfarmers Limited and a relevant interest in 20,000 units in the BWP Trust.
Directors’ meetings
The following table sets out the number of directors’ meetings (including meetings of Board committees) held during the year ended
30 June 2020 and the number of meetings attended by each director.
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination Committee
Eligible to
attend1
Attended2
Eligible to
attend1
Attended2
Eligible to
attend1
Attended2
Eligible to
attend1
Attended2
M A Chaney3
S W English
A J Howarth4
W G Osborn
M Roche
R G Scott
D L Smith-Gander
V M Wallace
S L Warburton5
J A Westacott6
12
12
3
12
12
12
12
12
12
12
12
12
3
12
12
12
12
12
12
11
-
7
2
-
-
-
7
-
7
7
-
7
2
-
-
-
7
-
7
7
7
-
-
7
7
-
-
7
-
-
7
-
-
7
7
-
-
7
-
-
3
3
3
3
3
-
3
3
3
3
3
3
3
3
3
-
3
3
2
3
1 Number of meetings held while the director was a member of the Board/Committee.
2 Number of meetings attended.
3 Notwithstanding he is not a member, M A Chaney attended all meetings of the Audit and Risk Committee held during the year.
4
A J Howarth resigned as a director of the company on 14 November 2019 at the conclusion of the 2019 Annual General Meeting.
S L Warburton was appointed as a director of the company effective 1 August 2019. She was appointed as Chairman of the Audit and Risk Committee effective from
the retirement of A J Howarth. Ms Warburton did not attend a Nomination Committee meeting held to consider her appointment as Chairman of the Audit and Risk
Committee.
J A Westacott was granted a leave of absence for one Board meeting during the year.
5
6
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Directors' report
Wesfarmers Limited and its controlled entities
Insurance and indemnification of directors and officers
During or since the end of the financial year, the company has paid premiums in respect of a contract insuring all directors and officers
of Wesfarmers Limited and its related entities against certain liabilities incurred in that capacity. Disclosure of the nature of the liability
covered by the insurance and premiums paid is subject to confidentiality requirements under the contract of insurance.
In accordance with the company’s constitution, the company has entered into Deeds of Indemnity, Insurance and Access with each of the
directors of the company. These Deeds:
•
indemnify a director to the full extent permitted by law against any liability incurred by the director:
– as an officer of the company or of a related body corporate; and
–
to a person other than the company or a related body corporate, unless the liability arises out of conduct on the part of the
director which involves a lack of good faith;
• provide for insurance against certain liabilities incurred as a director; and
• provide a director with continuing access, while in office and for a specific period after the director ceases to be a director, to certain
company documents which relate to the director’s period in office.
In addition, the company’s constitution provides for the indemnity of officers of the company or its related bodies corporate from liability
incurred by a person in that capacity.
No indemnity payment has been made under any of the documents referred to above during, or since the end of, the financial year.
Directors’ and other officers’ remuneration
Discussion of the Board’s policy for determining the nature and amount of remuneration for directors and senior executives and the
relationship between such policy and company performance are contained in the remuneration report on pages 92 to 116 of this annual
report.
Options
No options over unissued shares in the company were in existence at the beginning of the financial year or granted during, or since the
end of, the financial year.
Company Secretary
Aleksandra Spaseska was appointed as Executive General Manager, Company Secretariat & Group Risk in June 2019 and held the
position of Company Secretary of Wesfarmers Limited for the period 1 July 2019 to 2 March 2020, following which she moved to the role
of Chief Financial Officer of Kmart Group. While in the role of Executive General Manager, Company Secretariat & Group Risk, Aleksandra
was a member of the Wesfarmers Leadership Team, she was the Company Secretary of a number of Wesfarmers Group subsidiary
companies, and she had responsibility for the coordination of risk management across the Group. Aleksandra holds a Bachelor of
Commerce (Honours) and a Doctor of Philosophy from The University of Western Australia. She is a CFA Charterholder and a Fellow of the
Governance Institute of Australia.
Vicki Robinson was appointed as Executive General Manager, Company Secretariat effective from 2 March 2020 and was appointed as
Company Secretary of Wesfarmers Limited from this same date. Prior to this, Vicki was General Manager, Legal (Corporate) where she
played a key role in many of the Group's key mergers and acquisition transactions over many years. Vicki joined Wesfarmers in July 2003
as a Legal Counsel with the Corporate Solicitors Office. In 2007, she moved to the role of General Manager for enGen, and she returned
to the Corporate Solicitors Office in 2009. Vicki holds a Bachelor of Laws (Honours) and Bachelor of Commerce from The University of
Western Australia and was admitted to practise as a barrister and solicitor in 1999. Vicki chairs the Advisory Board of Curtin University
Law School, is a member of the Advisory Council of the Curtin Faculty of Business and Law and the Methodist Ladies College Council,
and was a director of the Black Swan State Theatre company from 2009 to 2018. She is a Fellow of the Governance Institute of Australia.
Significant changes in the state of affairs
Particulars of the significant changes in the state of affairs of the consolidated entity during the financial year are as follows:
•
revenue from continuing operations up from $27,920 million to $30,846 million
• profit for the year down from $5,510 million to $1,697 million. The profit for the year included:
– $437 million post-tax impairment of the Kmart Group;
– $83 million post-tax restructuring costs and provisions for the Kmart Group;
– $298 million post-tax impairment of Industrial and Safety;
– $203 million post-tax gain on sale of 10.1 per cent of the Group's interest in Coles; and
– $154 million post-tax gain on the revaluation of the retained 4.9 per cent interest in Coles.
• dividends per share of $1.70 (2019: $2.78 per share)
•
total assets up from $18,333 million to $25,425 million
• shareholders’ equity down from $9,971 million to $9,344 million
• net debt/(cash) down from $2,500 million to $(85) million
• net cash flows from operating activities up from $2,718 million to $4,586 million
The comparative amounts listed above have not been restated for the adoption of AASB 16.
Wesfarmers 2020 Annual Report
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Directors' report
Directors' report
Wesfarmers Limited and its controlled entities
Review of results and operations
The operations, financial position, business strategies and prospects for future financial years of the consolidated entity are detailed in the
operating and financial review on pages 16 to 79 of this report.
Events after the reporting period
The following significant events have arisen since the end of the financial year:
Dividend
A fully-franked final dividend of 77 cents per share resulting in a dividend payment of $873 million and a fully-franked special dividend of
18 cents per share resulting in a payment of $204 million were determined with a payment date of 1 October 2020. The special dividend
reflects the distribution of profits on the sale of the Group's 10.1 per cent interest in Coles during FY2020. These dividends have not been
provided for in the 30 June 2020 full-year financial statements.
Non-audit services
Ernst & Young provided non-audit services to the consolidated entity during the year ended 30 June 2020 and received, or is due to
receive, the following amounts for the provision of these services:
Tax compliance
Other
Total
$’000
605
-
605
The total non-audit services fees of $605 thousand represents 10.3 per cent of the total fees paid or payable to Ernst & Young
and related practices for the year ended 30 June 2020. Total non-audit services fees and other assurance and agreed-upon procedures
fees were $1,408 thousand. Further details of amounts paid or payable to Ernst & Young and its related practices are disclosed in note 29
to the financial statements.
The Audit and Risk Committee has, following the passing of a resolution of the Committee, provided the Board with written advice in
relation to the provision of non-audit services by Ernst & Young.
The Board has considered the Audit and Risk Committee’s advice, and the non-audit services provided by Ernst & Young, and is satisfied
that the provision of these services during the year by the auditor is compatible with, and did not compromise, the general standard of
auditor independence imposed by the Corporations Act 2001 for the following reasons:
•
the non-audit services provided do not involve reviewing or auditing the auditor’s own work or acting in a management or
decision-making capacity for the company;
• all non-audit services were subject to the corporate governance procedures and policies adopted by the company and have been
reviewed by the Audit and Risk Committee to ensure they do not affect the integrity and objectivity of the auditor; and
•
there is no reason to question the veracity of the auditor’s independence declaration (a copy of which has been reproduced on the
following page).
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Directors' report
Wesfarmers Limited and its controlled entities
The directors received the following declaration from Ernst & Young:
Auditor’s independence declaration to the directors of Wesfarmers Limited
As lead auditor for the audit of the financial report of Wesfarmers Limited for the financial year ended 30 June 2020,
I declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Wesfarmers Limited and the entities it controlled during the financial year.
Ernst & Young
T S Hammond
Partner 23 September 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Environmental regulation and performance
The activities of the consolidated entity are subject to environmental regulation by various authorities throughout Australia and the other
countries in which the Group operates.
Licences granted to the consolidated entity regulate the management of air and water quality and quantity, the storage and carriage of
hazardous materials, the disposal of wastes and other environmental matters associated with the consolidated entity’s operations.
During the year there have been no known material breaches of the consolidated entity’s licence conditions.
Proceedings on behalf of the company
No proceedings have been brought on behalf of the company, nor have any applications been made in respect of the company, under
section 237 of the Corporations Act 2001.
Corporate governance
In recognising the need for high standards of corporate behaviour and accountability, the directors of Wesfarmers Limited believe that
the governance policies and practices adopted for the year ended 30 June 2020 follow the recommendations contained within the third
edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles). It is noted
that the fourth edition of the ASX Principles was released on 27 February 2019 and takes effect for a listed entity's first full financial year
commencing on or after 1 January 2020 – for Wesfarmers this is the year ending 30 June 2021. An overview of the company’s corporate
governance statement can be found on pages 82 to 86 of this annual report. The full corporate governance statement is available in the
corporate governance section of the company’s website at www.wesfarmers.com.au/cg
Corporate information
Wesfarmers Limited is a company limited by shares that is incorporated and domiciled in Australia. The company’s registered office and
principal place of business is Level 14, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia.
Rounding
The amounts contained in this report and in the financial statements have been rounded to the nearest million dollars unless otherwise
stated (where rounding is applicable) under the option available to the company under ASIC Corporations (Rounding in Financial/Directors’
Reports) Instrument 2016/191. The company is an entity to which the instrument applies.
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report
Message from the Chairman of
the Remuneration Committee
Dear Shareholders,
On behalf of the Board, I am pleased to present the 2020 Remuneration Report.
As described by the Chairman and Group Managing Director in
their letters on pages 8 and 10 of this annual report respectively,
the 2020 financial year has presented extraordinary external
challenges for our executive key management personnel
(KMP) and their teams. In this report, we explain how our
remuneration framework for our executive KMP has responded
to these events and present information on other remuneration
considerations.
This year’s report addresses the desire for greater transparency
regarding our variable remuneration framework, being the
Key Executive Equity Performance Plan (KEEPP). We have
included more information on why measures are used and how
assessment decisions are made. We have also disclosed the
Group financial and safety targets and outcomes as well as
achievement of individual performance objectives.
The Board has reflected upon the feedback it received regarding
non-financial measures in the KEEPP annual scorecards and
as performance conditions for the KEEPP Performance Shares.
The inclusion of these measures is intended to align the Group’s
material business risks, strategy positioning and execution and
the individual performance objectives for each executive KMP.
The Board has a strong view that such measures play a critical
role in ensuring appropriate focus on long-term value creation
and reduce the risk associated with focus on short-term profit
results.
Impact of external events including COVID-19
Notwithstanding the substantial challenges facing our
businesses during the financial year as a result of the onset of
the COVID-19 pandemic, in addition to the severe bushfires,
the company’s financial performance was solid. Operating profit
finished the year above budget. The Board did not adjust any
financial targets applicable under the KEEPP in the face of these
challenges.
Pleasingly, our strong balance sheet allowed us to continue
to support our customers, team members, suppliers and
communities. The Group received approximately $40 million
in wage subsidies outside of Australia, almost entirely in
New Zealand, where the government mandated temporary store
closures and trading restrictions which impacted Bunnings,
Kmart, and Industrial and Safety. These payments were
passed on to team members in full and represented less than
one per cent of total team member payments made during the
year. The variable remuneration outcomes were therefore not
elevated as a result of this government support.
The Board commends the effectiveness of management in
dealing with the impact of COVID-19 on the Group. Our key
priority is safety which has required the rapid implementation of
additional measures to protect the health and wellbeing of team
members and customers.
Wesfarmers' performance in 2020
Statutory net profit was lower than budget as a result of a
number of provisions and impairments during the period,
which were only partially offset by non-operating gains. These
comprised impairments in Target, and Industrial and Safety
and provisions for restructuring expenses in Target, the profits
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Wesfarmers 2020 Annual Report
made on the sale of 10.1 per cent of Coles Group Limited and
the unrealised profits on the remaining 4.9 per cent stake in
Coles Group Limited, required under accounting standards. In
addition, net profit includes the cost of remediating historical
wage and salary underpayments in a number of divisions.
The Board was determined to ensure that remuneration
outcomes took appropriate account of management effort,
shareholder outcomes and community expectations.
For remuneration purposes, the statutory profit result was
reduced by the accounting revaluation gain on the remaining
Coles Group Limited stake as the Board concluded it was
appropriate only to take this into account when and if the stake
is disposed of for an economic gain. This is notwithstanding
the fact that no additional accounting profit will be realised
in the future under the revised accounting treatment. The
Board also included (as previously announced) further Target
store closure-related restructuring costs and provisions
in Kmart Group of $120 to $140 million that are expected
in the 2021 financial year. These resulted in lower variable
remuneration outcomes for the 2020 financial year. Further
details are provided in section 5.3.
Remuneration outcomes
Fixed Annual Remuneration
No changes were made to the fixed remuneration for the
executive KMP during the year.
2020 KEEPP
Group Managing Director and Group Chief Financial Officer
For the first time, the 2020 KEEPP awards for the Group
Managing Director and the Group Chief Financial Officer are
delivered solely through equity as is the case going forward. This
reflects a progressive reduction of the cash component since
the KEEPP was introduced.
For the Group Managing Director and the Group Chief Financial
Officer the financial component (being 60 per cent of the
potential incentive award, measured against profit and return on
equity targets) was below threshold and no KEEPP award was
made in respect of this component.
At the same time, management was very effective in working
with all stakeholders to manage the Group through the
COVID-19 environment, in successful portfolio reshaping
and advancing key strategic agendas in digital and data,
including the implementation of the Catch strategy. This strong
performance in non-financial factors (including safety) resulted
in overall KEEPP awards of 111.0 per cent and 116.3 per cent
of fixed annual remuneration (FAR) for the Group Managing
Director and the Group Chief Financial Officer respectively.
The total KEEPP awards represent 37.0 per cent and
38.8 per cent of the Group Managing Director's and the
Group Chief Financial Officer's maximum variable remuneration
opportunity respectively.
Remuneration report
Divisional executive KMP
The Board awarded KEEPP outcomes for our divisional
executive KMP reflecting the varied financial performance of
the specific divisions led by the executives, as well as each
executive KMP’s individual performance, as described in
more detail in section 5.3. The resultant outcomes ranged
from 37.5 per cent to 95.2 per cent of their maximum variable
remuneration opportunity.
Kmart Group
The Board considered the major efforts and decisive action of
Mr Scott and his team during the year in relation to the strategic
options facing the Target business within the broader Kmart
Group. The decision was to substantially reduce the size of the
Target network and invest to convert many of its stores to Kmart
stores which are expected to perform more strongly.
A principal reason for the Group's financial performance falling
below threshold was the substantial provisions made for these
conversions. The Board considers a material component of
these expenditures is more in the nature of an investment and
will be substantially value-creating for shareholders if executed
successfully.
In order to ensure continued management focus on
delivering future shareholder benefit from this restructure,
and to enable management to be rewarded for the decision
only to the extent it adds value in the future, an additional
grant of performance-tested shares of 50 per cent of FAR
will be provided to the Group Managing Director and the
Group Chief Financial Officer and 75 per cent of FAR for the
Managing Director, Kmart Group. This grant will vest only to the
extent that the level of total store profit for the stores converted
to Kmart is achieved without exceeding the capital expenditure
budget, relative to the Board-approved proposal, over a
three-year performance period.
Vesting of prior year awards
The Group Managing Director received full vesting of the
2016 KEEPP Performance Share grant related to his previous
role as Managing Director, Wesfarmers Industrials. The four-year
performance conditions were met in full (after taking into
account the impairment in Industrial and Safety). Further details
of this result are provided in section 5.6.
Review of the KEEPP
The Board is committed to an executive remuneration
framework that is focused on driving a performance culture
to reflect our diversified portfolio of businesses and reward
long-term performance. The KEEPP was introduced in 2016 as
a means of reinforcing our focus on long-term shareholder value
creation.
Over the past year, being the fourth year since the introduction
of the plan, the Board has undertaken a review of the KEEPP
to ensure it is an effective plan that is meeting the original
objectives set when it was implemented and that it remains fit
for purpose and competitive. As part of this process the Board
considered the feedback it received from our shareholders and
proxy advisers and also reflected upon the competitiveness of
the scheme; specifically, the implications of the scheme differing
materially from most other plans of ASX 50 companies.
The conclusion of the review is that while the KEEPP creates a
clear link between pay and performance and, by being heavily
equity weighted, incentivises our executive KMP to act and
think like business owners, there is room for improvement.
This is particularly so where there is the risk that, contrary to
the intent, the reliance on the scorecard to generate a variable
remuneration outcome may inadvertently place too much
emphasis on the short-term and at the same time render the
KEEPP uncompetitive in the market. The Board has identified
improvements to the KEEPP to ensure that the plan remains
fit for purpose and to address market competitiveness,
while providing greater clarity and specificity of performance
measures. These and other mechanical changes are set out in
detail on the following page.
The Board firmly believes these changes to be aligned with the
interests of investors – increasing transparency and shareholder
alignment in the way long-term performance is measured, while
ensuring we provide market competitive remuneration which is
important for talent retention. We encourage all of you to study
the plan in detail.
Non-executive director fees
The main Board fees have remained unchanged since
1 January 2017. In December 2019 and on appointment of the
new Audit and Risk Committee Chairman, the Board reviewed
the fees payable to the non-executive directors having regard
to benchmark data, market position and relative fees for
Committee work. Following this review, the Board realigned
the fee payable to the Audit and Risk Committee Chairman by
way of a reduction and approved an increase in fees payable to
the Remuneration Committee Chairman and the Remuneration
Committee members. Further information is set out in section 6.
Thank you for your continued support of Wesfarmers. We look
forward to our ongoing engagement with you and sharing in the
company's future success.
MIKE ROCHE
– Chairman, Remuneration Committee
Wesfarmers 2020 Annual Report
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report
Improvements to the KEEPP
The Board has approved changes to the Deferred Shares, Performance Shares and the administration of the plan, with a summary set out
below. It is expected that (except where noted) these changes will be applied to the 2020 KEEPP awards, subject to the Board finalising
and communicating all applicable terms and conditions. If applied, further information will be provided in the 2021 Remuneration Report.
2019 KEEPP
Proposed change and rationale
Deferred Shares - restriction periods
The trading restriction on half of the
Deferred Shares lifts after five years and
half after six years.
When the KEEPP was introduced in 2016, the restriction periods were deliberately set at market
leading lengths, anticipating that other companies would follow suit, thus making long-dated
awards the norm. This change has not occurred and therefore the length of restriction periods
under the KEEPP are misaligned with our peers.
To ensure the KEEPP continues to provide the executive KMP with market competitive
remuneration, the Board intends to reduce the restriction period for one-third of the allocation of
Deferred Shares to four years (with another third then released after five years, and the final third
released after six years). Notwithstanding this change, Deferred Shares under the KEEPP will
continue to be restricted for longer than the majority of equity awards offered by other companies,
reinforcing the Board's commitment to continue to align executive and shareholder interests over
the long term.
Performance Shares - performance conditions
Group Managing Director and Group Chief Financial Officer
The four-year performance conditions
applied to the 2019 KEEPP included:
The Board intends to dispense with the strategic objectives component and increase the weighting
on rTSR such that testing will comprise rTSR and portfolio management and investment outcomes.
• Wesfarmers relative total
shareholder return (rTSR) (60%)
• Portfolio management and
investment outcomes (20%)
• Strategic objectives (20%)
Divisional managing directors
The four-year performance conditions
applied to the 2019 KEEPP included:
• Wesfarmers rTSR (50%)
• Divisional cumulative EBIT
against Corporate Plan, subject to
average ROC (50%)
This is to provide additional transparency and improve objective measurement of the performance
conditions.
The Performance Shares are currently tested at the end of a four-year period against rTSR and
cumulative earnings before interest and tax (EBIT) inclusive of a minimum return on capital (ROC)
hurdle. The cumulative four-year EBIT test against Corporate Plan, runs two risks:
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of too much weight being placed on a single year’s performance as that year contributes
equally to four consecutive Performance Share grants; and
the disincentive of equally weighting each year when, in the opinion of the Board, the targets
for the later years are more tenuous.
Going forward, for future grants of Performance Shares under the KEEPP, the Board intends that
EBIT will be considered against annual targets and in the earlier years of the four-year performance
period will have a higher weighting than later years. The average ROC hurdle will be retained to
ensure an efficient use of capital over the performance period as well as to maintain a strong focus
on the long term.
Performance Shares - base awards
Some external stakeholders have expressed a concern that the award of variable remuneration under the KEEPP, being dependent on the extent
of achievement of scorecard outcomes, is wholly dependent on short-term performance despite further performance testing. This contrasts
with more typical short-term incentive and long-term incentive plans in almost all other ASX 50 companies, where there is an automatic annual
allocation of performance equity, regardless of short-term results. The process under the KEEPP creates the risk that, contrary to the intent, the
reliance on the scorecard to generate a variable remuneration outcome may inadvertently place too much emphasis on the short-term and also
render the KEEPP uncompetitive in the market.
The Board is satisfied that the target opportunity and the maximum opportunity under the KEEPP are each appropriate. In addition to the
concern above, and to protect Wesfarmers' investment in its talent and to mitigate retention risk, from the 2021 financial year, where the
scorecard process results in an allocation of Performance Shares lower than 100 per cent of FAR (or 85 per cent for the divisional executive
KMP), additional Performance Shares (which vest only to the extent they meet the performance conditions over the following four years) will be
allocated to achieve that level. At target performance achievement, this change will have no effect on the amount of equity (or cash) awarded
compared to the current process. This will result in variable remuneration being less dependent on performance over the initial 12-month period
but more tied to performance over time.
Other changes
During the year, the Board reviewed the clawback provisions applicable to the KEEPP. While the Board considered its clawback rights to be
sufficient, the wording has been updated and made more explicit.
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Wesfarmers 2020 Annual Report
Remuneration report (audited)
Contents
Section 1: 2020 Key management personnel
Section 2: Remuneration governance
Executive remuneration
Section 3: Executive KMP remuneration framework and policy
Section 4: Overview of Group performance
Section 5: Executive KMP remuneration
Non-executive director remuneration
Section 6: Non-executive directors
Other remuneration information
Section 7: Further information on remuneration
Section 8: Independent audit of remuneration report
1. 2020 Key management personnel
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The key management personnel (KMP) include the directors of Wesfarmers Limited and the executive KMP (the Group Managing Director
and the Group Chief Financial Officer and those executives who have authority and responsibility for planning, directing and controlling the
activities of a major profit generating division of Wesfarmers). The KMP for the 2020 financial year are as follows:
Current Directors
Michael Chaney AO
Diane Smith-Gander AO
Wayne Osborn
Vanessa Wallace
Jennifer Westacott AO
The Right Honourable Bill English KNZM
Mike Roche
Sharon Warburton
Former Director
Tony Howarth AO
Current executive KMP
Rob Scott, Group Managing Director
Anthony Gianotti, Group Chief Financial Officer
Ian Bailey, Managing Director, Kmart Group
Michael Schneider, Managing Director, Bunnings Group
Former executive KMP
David Baxby, Managing Director, Wesfarmers Industrials
These Directors were members of the Board of Wesfarmers Limited
throughout the whole of the 2020 financial year.
Ms Warburton become a member of the Board of Wesfarmers Limited
on 1 August 2019.
Mr Howarth retired from the Board of Wesfarmers Limited on
14 November 2019.
These executive KMP held their positions throughout the whole of the
2020 financial year.
Following the changes to the leadership structure of the Industrials
businesses, as announced in March 2020, Mr Baxby stepped down
as Managing Director, Wesfarmers Industrials and as a member of
the executive KMP on 19 March 2020. As a result of the restructure,
Mr Baxby was not replaced as a member of the executive KMP.
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report (audited)
2. Remuneration governance
2.1 Role of the Board
The Board is responsible for setting remuneration policy and determining non-executive director, executive director and executive KMP
remuneration. In addition, the Board is responsible for approving all targets and performance conditions set under the executive KMP
variable remuneration framework, being the Key Executive Equity Performance Plan (KEEPP).
The Board delegates responsibility to the Remuneration Committee for reviewing and making recommendations to the Board on these
matters. The Board retains full discretion to decrease or increase outcomes to ensure that they are fair and reasonable. It can use this
discretion to decrease or increase the outcome as it considers appropriate.
The Board has regular meetings with each of the executive KMP during the year to discuss ongoing performance.
2.2 Role of the Remuneration Committee
The Remuneration Committee makes recommendations to the Board regarding all aspects of executive KMP remuneration. This includes
making recommendations in relation to the targets to be included in the KEEPP scorecards and in relation to setting performance
conditions that attach to Performance Shares (both the financial conditions and the other non-financial performance conditions). The
Group Managing Director provides updates and makes recommendations to the Remuneration Committee on these matters in relation
to his direct reports throughout the year. To inform the Board and Remuneration Committee, and to assist with their decision-making
processes, additional information and data is sought from management and remuneration consultants, as required.
The Audit and Risk Committee Chairman attends the relevant Remuneration Committee meetings and is formally involved in the
remuneration outcome recommendations, ensuring that there is a tight linkage between behaviour, risk management and remuneration
outcomes.
Further information regarding the objectives and role of the Remuneration Committee are contained in its charter, which is available in the
corporate governance section of the company’s website at www.wesfarmers.com.au/cg
2.3 Culture and risk management
The Board believes that embedding the right culture and ensuring that the company operates within effective risk management protocols
are enablers of strategic execution over the long term. Wesfarmers can only achieve its primary objective of generating satisfactory returns
for shareholders over the long term by: looking after its team members, customers and suppliers; taking care of the environment and
making sure that the Group is environmentally conscious in all of our activities; by acting ethically and honestly in all of our dealings; and
by making meaningful contributions to the communities in which the Group operates.
Through the use of governance frameworks and in consultation with the Audit and Risk Committee, the Board ensures the executive KMP
remuneration framework has a positive impact upon the company and all remuneration outcomes are aligned with the Board's approach
to risk management.
Fixed remuneration levels are set so as to sufficiently reward the executive KMP for performing the key requirements of their roles, having
regard to the competitive environment for talent.
In the annual KEEPP scorecards, the financial and safety measures and the individual performance objectives set by the Board are
designed to drive strategic outcomes that benefit the company and its shareholders. This includes setting the ranges for threshold
performance, below which no awards are made, and stretch performance, which attracts the maximum award.
Targets set by the Board are assessed to be suitably risk-adjusted in accordance with the risk management framework so as to avoid
unnecessary customer, team member or financial risk in the pursuit of the KEEPP outcomes. In assessing the annual KEEPP scorecards,
the Board also considers how the outcomes have been achieved. For example, through the demonstration of behaviours aligned with
appropriate ethics, values and culture, including a focus on team member safety and wellbeing, and consideration of any actions
impacting Group reputation.
2.4 Responsibility for determining remuneration of non-executive directors
The Board is responsible for assessing non-executive director fees, assisted by the Remuneration Committee. Each year the
non-executive director fees, including committee fees, are benchmarked externally against Australian companies of a comparable size
and complexity. In the event of any proposed increase in fees, including committee fees, a reasonableness opinion is obtained from an
external remuneration consultant and this is then considered by the Remuneration Committee and the Board (or only the Board if this
relates to Remuneration Committee fees).
2.5 Use of remuneration consultants
No remuneration recommendations as defined in section 9B of the Corporations Act 2001 were obtained during the financial year ended
30 June 2020.
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Remuneration report (audited)
Executive remuneration
3. Executive KMP remuneration framework and policy
Wesfarmers’ primary objective is to provide satisfactory returns to shareholders over the long term. The guiding remuneration principles
are focused on driving leadership performance and behaviours consistent with this objective, as well as with the Wesfarmers Way (as
explained on page 17 of this annual report) and the Group’s overall strategies.
Our guiding remuneration principles
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Align executive and stakeholder interests through share ownership while strengthening focus on Group results through
awards of long-term, at-risk deferred equity
Be transparent and fit for purpose, recognising our autonomous operating model by linking rewards to the achievement
of objectives for which executives are directly accountable and responsible while retaining a link to Group performance
Attract, motivate and retain world-class talent and outstanding people to drive outcomes
Recognise and reward high performance with a strong focus on the long term
Align effective risk management and demonstration of appropriate behaviours, ethics and values with rewards
Drive strategic achievement which aligns with long-term shareholder interests
(a) Remuneration framework
The remuneration framework for the executive KMP comprises fixed annual remuneration (FAR) and variable at-risk remuneration (through
participation in the KEEPP). Total remuneration is set at a competitive level to attract, retain and engage key talent, with fixed remuneration
set at a level that is appropriate for the requirements of the role.
Fixed annual remuneration
FAR comprises salary and other benefits (including statutory superannuation). FAR is benchmarked to our external peers and
levels vary between the executive KMP and are based upon: role and responsibility; business and individual performance; internal
and external relativities; and contribution, competencies and capabilities.
FAR is not varied by reference to inflation or indexation as a matter of course. Changes are based on merit, a material change in
role or responsibility, the market rate for comparable roles varying materially, or as a result of internal relativities, while protecting
the significant investment of Wesfarmers in developing its key talent.
Variable remuneration - KEEPP
Opportunity
The KEEPP is a single total incentive established for each
executive KMP that operates over seven years.
The quantum of the KEEPP award is determined against
a personalised 12-month scorecard created for each
executive KMP, split into financial performance measures
(60 per cent weighting), individual performance objectives
(30 per cent weighting) and safety performance measures
(10 per cent weighting).
The Remuneration Committee and the Board set the
scorecards at the beginning of the financial year following
consultation with the Group Managing Director.
The KEEPP award may vary within a range of zero to
300 per cent of FAR and is delivered through up to three
vehicles.
Delivery vehicles
Equity: KEEPP awards are delivered as long-dated equity, split
evenly between Deferred Shares and Restricted Shares.
Deferred Shares are restricted up to a total of six years once
granted and can be subject to performance conditions if set by the
Board at allocation.
Performance Shares are subject to further performance conditions
over a four-year performance period. The Board has discretion to
adjust the performance conditions in appropriate circumstances,
so that participants are not unfairly advantaged or disadvantaged.
Cash: The Group Managing Director and Group Chief Financial
Officer do not receive any cash, with their awards delivered solely
in equity. For the 2020 financial year, a maximum of 35 per cent
of FAR may be awarded in cash for the other executive KMP,
reducing to 30 per cent of FAR for the 2021 financial year.
Determining outcomes
The financial and safety performance measures are assessed after the preparation and audit of the relevant results each year.
The individual performance component is assessed after a review against the individual performance objectives at the end of the
financial year. If performance against any measure or objective is assessed as below threshold, no outcome is awarded for that
measure or objective.
Board consideration of other factors
The final step in determining the outcome is calibration by the Board of the scorecard result and of the personal performance and
behaviours of each participant alongside the consideration of whether the calculated outcome is fair and reasonable, and not
inappropriate or simply formulaic. In 2020, the Board applied its discretion to allocate additional Performance-tested Shares for the
Group Managing Director, Group Chief Financial Officer and the Managing Director, Kmart Group. See section 5.4 for more detail.
Wesfarmers 2020 Annual Report
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Remuneration report (audited)
(b) KEEPP life cycle
The chart below shows the remuneration life cycle for each element of the KEEPP. The 2019 KEEPP award followed this life cycle and
was awarded in the 2020 financial year, based on performance in the 2019 financial year. For further information on the timing for the
2019 KEEPP award, see section 5.5(b) and (c).
Performance
assessment
•
12-month period (July to June)
Performance of each member of the executive KMP is assessed over the 12-month performance period
ending 30 June against a scorecard that has financial measures (60 per cent weighting), individual
performance objectives specific to the role (30 per cent weighting) and safety measures (10 per cent
weighting).
Award
determination
assessment
If the assessment determines that performance on any measure is below threshold, the amount of the
award for that measure is zero. If performance for a measure is assessed at threshold, then the award
is 50 per cent of the target opportunity for that measure. If performance for a measure is assessed as
at or above threshold, there is a straight-line calculation up to the target level and then a straight-line
calculation up to the maximum level. The target opportunity across all measures is 200 per cent of FAR
and the maximum award opportunity is 300 per cent of FAR.
Once the amount of the scorecard is determined, the Board then considers whether the proposed
award is fair and reasonable in the circumstances. This assessment is a deliberate exercise of Board
discretion to determine whether modifiers should increase or decrease the amount of the award. Total
KEEPP awards are then delivered as follows:
•
•
Equity: The Group Managing Director and the Group Chief Financial Officer receive 100 per cent
of their KEEPP awards in equity and are not eligible to receive any cash under the KEEPP.
Equity is allocated in Deferred Shares and Performance Shares at no cost to participants.
The number of shares allocated is determined using a face value calculated based upon the
10-day, volume-weighted average price (VWAP) of Wesfarmers shares typically over the period
immediately following the full-year results announced in August of that year. The allocation of
equity generally occurs shortly after the Annual General Meeting.
Cash: For the executive KMP, excluding the Group Managing Director and the Group Chief
Financial Officer, the amount of the cash component is zero where the award is equivalent to
or below 100 per cent of FAR. An award above that level is paid in cash up to a maximum of
35 per cent of FAR, with the remainder delivered in equity. Any cash is generally paid in August,
following the release of Wesfarmers’ full-year results.
Deferred Shares
and Performance
Shares allocated
•
Deferred Shares: 12-month forfeiture and five- and six-year trading restrictions
Deferred Shares: Deferred Shares are subject to a 12-month service condition (the forfeiture period)
and any performance conditions that may be set by the Board at the date of allocation and are subject
to trading restrictions for five or six years. Deferred Shares are held in trust and can only be transferred
to the executive KMP once all trading restrictions and any other conditions are met. For the 2019
Deferred Shares, 50 per cent will be released from the trading restriction in August 2024 and the
remainder in August 2025.
Final number
of vested shares
determined
•
Performance Shares: four-year performance period
Performance Shares: Performance Shares remain at risk and will vest only to the extent further
performance conditions are met when tested. Performance Shares are held in trust and can only be
transferred to the executive KMP once vested. The 2019 Performance Shares will be performance
tested over a four-year performance period ending 30 June 2023, against role-specific performance
conditions. The Performance Shares will only vest to the extent that these performance conditions are
met.
•
All vesting conditions are complete after four years and all trading restrictions have
ended after six years on the equity under each KEEPP award
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(c) Remuneration mix
The charts below show each component of the remuneration framework for the executive KMP as a percentage of total remuneration.
Group Managing Director and Group Chief Financial Officer
Total target remuneration
Total maximum remuneration
Fixed Annual Remuneration
33.3%
At-risk Remuneration
66.7%
KEEPP Performance Shares 33.35%
KEEPP Deferred Shares
33.35%
Fixed Annual Remuneration
25.0%
At-risk Remuneration
KEEPP Performance Shares
KEEPP Deferred Shares
75.0%
37.5%
37.5%
Divisional Managing Directors
Total target remuneration
Total maximum remuneration
Fixed Annual Remuneration
33.3%
At-risk Remuneration
KEEPP Performance Shares
KEEPP Deferred Shares
KEEPP Cash
66.7%
27.5%
27.5%
11.7%
Fixed Annual Remuneration
25.0%
At-risk Remuneration
KEEPP Performance Shares
KEEPP Deferred Shares
KEEPP Cash
75.0%
33.1%
33.1%
8.8%
4. Overview of Group performance
Five-year statutory results
Financial year ended 30 June (as reported)
Net profit after tax (NPAT) ($m)
NPAT (excluding significant items) ($m)2
Return on equity (ROE) (rolling 12 months) (%)
ROE (excluding significant items) (rolling 12 months) (%)2
Earnings per share (EPS) (cents)
2016
407
2,353
1.73
9.6
2017
2,873
2,873
12.4
12.4
2018
2019
20201
1,197
5,510
2,772
2,339
1,697
2,075
5.23
38.73,4
17.83
11.7
19.2
22.1
36.23
254.7
105.83
487.23
150.03
EPS (excluding significant items) (cents)2
209.5
254.7
245.1
206.8
183.4
1
2
3
4
The Group applied AASB 16 Leases (AASB 16) from 1 July 2019 using the modified retrospective approach. Under this approach, comparatives were not restated. On a
pre-AASB 16 basis, 2020 NPAT was $1,713 million.
These are considered non-IFRS measures. 2020 post-tax significant items include the gain on sale of Wesfarmers' 10.1 per cent interest in Coles Group Limited (Coles)
completed in February 2020 (4.9 per cent) and March 2020 (5.2 per cent) of $203 million, gain from revaluation of the retained Coles investment of $154 million and the
benefit from the finalisation of tax positions on prior year disposals of $83 million, offset by the $298 million non-cash impairment of the Wesfarmers Industrial and Safety
division, and the $520 million non-cash impairment of the Target brand name and other assets and associated restructuring costs and provisions in the Kmart Group.
2019 post-tax significant items include $2,264 million gain on demerger of Coles, $645 million gain on sale of Bengalla, $244 million gain on sale of KTAS, $120 million
gain on sale of Quadrant Energy, partially offset by a $102 million provision for supply chain automation in Coles. 2018 post-tax significant items include impairments of
$1,323 million relating to BUKI and Target, as well as the $375 million loss on sale of BUKI and $123 million gain on sale of Curragh Coal Mine. 2016 post-tax significant
items include non-cash impairments of $1,844 million relating to Target and Curragh Coal Mine and $102 million of restructuring costs and provisions to reset Target. The
Board exercises its discretion in determining whether these significant items are adjusted for when determining remuneration outcomes.
2016, 2018, 2019 and 2020 EPS and ROE include the items outlined in footnote 2 above.
2019 ROE was 17.7 per cent when adjusted to remove the increase in the ROE as a result of the Coles demerger.
Five-year shareholder returns
Financial year ended 30 June (as reported)
Total dividends per share (declared/determined) (cents)
Closing share price ($ as at 30 June)1
Adjusted closing share price ($ as at 30 June)2
Five-year rolling Total Shareholder Return (%, per annum)5
ASX 100 five-year rolling Total Shareholder Return (%, per annum)5
2016
186
40.10
28.64
10.0
7.7
2017
223
40.12
28.66
11.3
12.1
2018
223
49.36
35.26
9.8
9.8
2019
2020
2783
1704
36.16
44.83
36.16
44.83
9.8
8.9
15.9
5.8
1
2
The opening share price on 1 July 2015 was $38.92.
The adjusted closing share price for 2016, 2017 and 2018 excludes the proportional impact of the Coles demerger, based on the volume-weighted average share price
of Coles Group Limited on the first five days of trading post-listing. The adjusted opening share price on 1 July 2015 was $27.80.
2019 total dividends per share includes the 100 cent special dividend.
2020 total dividends per share includes the 18 cent special dividend reflecting the distribution of profits on the sale of the 10.1 per cent interest in Coles.
3
4
5 Source: Bloomberg.
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Remuneration report (audited)
The 2020 financial year has seen continued good performance from Bunnings, Officeworks and the Chemicals, Energy and Fertilisers
businesses. It has been a disappointing year within the Industrial and Safety businesses, and in May 2020 the company announced a
non-cash impairment of $298 million of the business, largely related to goodwill. Results in the Kmart Group were mixed. Kmart recorded
solid earnings despite volatile retail conditions and cost inflation. While Target continued its disciplined cost control, the business recorded
a loss following lower sales and higher clearance activity due to COVID-19. In May 2020, a number of actions were announced to
accelerate the growth of Kmart and address the unsustainable performance of Target. As a result, a non-cash impairment of $437 million
was recognised in relation to the Target brand name and other assets as well as $83 million in associated restructuring costs and
provisions, primarily in relation to the closure of Target stores and the proposed conversions to Kmart.
The Group reported NPAT of $1,697 million for the 2020 financial year. The result for the year included post-tax significant items relating
to the $203 million gain on the sale of the 10.1 per cent holding in Coles and one-off gain of $154 million on the revaluation of the retained
Coles investment, $83 million provision for restructuring costs in Kmart Group, $437 million non-cash impairment of Kmart Group and
$298 million non-cash impairment in the Industrial and Safety division. Further, the financial results at both a Group and divisional level
include the full remediation costs following the identification of historical payroll errors.
For executive remuneration purposes, the Board used the reported financial results reduced to exclude the gain on the revaluation of
the retained Coles investment and to include the additional $120 to $140 million provision for Kmart Group that was announced for the
2021 financial year, which is in addition to the $83 million provision for the 2020 financial year above.
5. Executive KMP remuneration
5.1 Fixed annual remuneration
After consideration, the Board made no changes to fixed remuneration for any member of the executive KMP in the 2020 financial year.
5.2 2020 KEEPP award outcomes
The 2020 KEEPP award outcomes relate to performance from 1 July 2019 to 30 June 2020. The table below sets out specific information
relating to the actual award outcomes for the 2020 financial year.
Balance available
for Deferred
Shares
($)
Balance available
for Performance
Shares
($)
Cash award
($)
Percentage of
maximum 2020 KEEPP
opportunity awarded
%
Percentage of
maximum 2020 KEEPP
opportunity forfeited
%
Name
R G Scott
A N Gianotti
I Bailey
D A Baxby1
1,387,500
1,387,500
Not eligible
784,688
675,000
496,111
784,688
Not eligible
675,000
496,111
168,750
327,600
525,000
M D Schneider
1,880,192
1,880,192
37.0
38.8
37.5
47.1
95.2
63.0
61.2
62.5
52.9
4.8
1 D A Baxby ceased as a member of the executive KMP on 19 March 2020 and remained eligible to participate in the 2020 KEEPP award, on a pro-rata basis.
Mr Baxby's outcomes were determined in the ordinary course, subject to the same timing and approval processes. As per all participants, as at 30 June 2020,
the service and performance conditions to determine vesting of the 2020 KEEPP Deferred Shares and Performance Shares had not yet been finalised. For further
information, see page 104.
The cash component for the 2020 KEEPP award was paid to eligible divisional managing directors on 24 August 2020. The Deferred
Shares and Performance Shares are expected to be allocated in December 2020 once performance conditions are set. Details of these
equity grants will be provided in the 2021 Remuneration Report.
5.3 Details of the 2020 KEEPP annual scorecards
The 2020 KEEPP scorecards comprise financial measures, individual performance objectives relevant to the role of each executive KMP
and safety measures. Scorecard financial targets are set in relation to the annual budgets and the safety targets are generally based upon
an improvement on the previous year’s result. Individual performance objectives are customised based upon the participant’s role and
the specific circumstances and strategic priorities of the Group and/or division, as appropriate. Where the Board considers it appropriate
to do so, the scorecard targets will be adjusted so that participants are not unfairly advantaged or disadvantaged, for example, following
portfolio management activity.
Financial measures (60 per cent weighting)
Group NPAT and Group ROE were chosen for the Group Managing Director and the Group Chief Financial Officer because they reflect
how Wesfarmers uses capital to generate earnings, manages total costs within the business and ultimately generates a profit to
provide shareholder returns. Group NPAT and ROE performance is assessed following the preparation and audit of the annual financial
statements. NPAT and ROE are adjusted, where the Board considers it appropriate, to ensure participants are not unfairly advantaged or
disadvantaged as a result of portfolio management activity.
Divisional financial measures of EBIT, ROC and, where applicable, sales growth, were chosen for the divisional managing directors
because they are key financial measures directly linked to accountability at a divisional level that align with the Group financial measures
and drive successful and sustainable financial business outcomes. Divisional performance is also assessed following the preparation and
audit of the annual financial statements. Similar to NPAT and ROE, divisional financial measures are adjusted, where the Board considers it
appropriate, to ensure participants are not unfairly advantaged or disadvantaged due to portfolio management activity.
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Remuneration report (audited)
Individual performance objectives (30 per cent weighting)
The individual performance objectives are split into two categories, comprising business enhancing objectives with 20 per cent weighting,
and sustainability objectives, including climate change response, reputation, risk and talent, with 10 per cent weighting. The individual
performance objectives were chosen because they are key areas in enabling the Group to achieve its primary objective of generating
satisfactory returns to shareholders over the long term. Focusing on the strategic priorities set as objectives within the KEEPP scorecards
will enable our divisions to retain and improve their leading positions in their respective markets as well as generating long-term growth.
Progress against the individual performance objectives is assessed by the Board following a review of performance against the individual
performance objectives by the Group Managing Director or Chairman, as appropriate, as part of the performance review cycle.
Business enhancing objectives and strategies are designed to maximise business and growth opportunities over the long term, with a
strong focus on digital and data capabilities and channels. For businesses undergoing a turnaround, the business enhancing objectives
focus on key milestones. Examples of business enhancing objectives include assessing growth and investment opportunities, deepening
digital and data analytics capability with demonstrated outcomes and operational optimisation projects.
Sustainability objectives provide a focus on the Group’s licence to operate and include several interrelated areas, for example, Group-wide
sustainability initiatives such as emissions reduction targets and operational risk controls, including cyber security. Diversity, including
gender balance, remains a focus as Wesfarmers recognises the importance and value of diverse teams throughout its businesses.
Safety (10 per cent weighting)
Safety performance is measured through the total recordable injury frequency rate (TRIFR) at the Group or divisional level, as relevant to
the executive KMP, and was chosen to reflect the Group's relentless focus on providing safe workplaces for all team members, in addition
to the priority placed on the health and safety of the Group's customers and the community. TRIFR performance is assessed following
completion of the annual sustainability assurance process.
2020 KEEPP scorecard
2020 KEEPP scorecard
assessment
+
Consideration of
other factors
=
Outcome and
delivery
Financial measures
(60% of target)
Individual performance
objectives (30% of target)
Safety (10% of target)
Group Managing Director
Group Chief Financial Officer
• Group NPAT and ROE
Individual performance
objectives specific to the role
of each executive KMP:
• Business enhancing
• Sustainability including
climate change response,
reputation, risk and talent
Safety:
• Remuneration Committee
and Board, with input
from the Audit and Risk
Committee, evaluation
of each executive
KMP’s performance and
behaviours, including
whether any modifiers
should apply to the award
• External environment and
• Group or divisional TRIFR
impact
Threshold performance for
TRIFR is generally set based
on the previous year's result.
• The Board considers
whether the outcome is
fair and reasonable, not
inappropriate or simply
formulaic
Final approved KEEPP
outcomes are delivered as
follows:
Group Managing Director
Group Chief Financial Officer
• Deferred Shares
• Performance Shares
Divisional managing
directors
• Up to 35% of FAR in cash
After cash, if any
• Deferred Shares
• Performance Shares
Threshold performance is
required for both Group NPAT
and ROE before any award
is made is respect of the
financial measures.
Divisional managing
directors
• Divisional EBIT and ROC
• Divisional sales growth
- retail only
Threshold performance is
required for both divisional
EBIT and ROC before any
award is made in respect of
these measures.
Threshold EBIT performance is
also required before any award
is made in respect of sales
growth (where applicable).
In assessing performance against the scorecards, the Board considers the behaviours demonstrated by each executive KMP and, if the
Board considers it appropriate, the outcome is reduced or modified. This includes, for example, behaviours in relation to risk management
and demonstration of appropriate ethics, values and culture, any actions negatively impacting the Group's reputation, and team member
safety and wellbeing. Further, the Board considers whether the calculated outcome is fair and reasonable, and may decrease or increase
the outcome where appropriate.
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Remuneration report (audited)
The results of the performance against the annual scorecard and final outcome for each of the executive KMP for the 2020 KEEPP
allocation are outlined below and on the following pages. Financial targets and outcomes are presented on a pre-AASB 16 basis.
Rob Scott – Group Managing Director, Wesfarmers Limited
2020 Performance highlights
Given the unique and challenging circumstances arising from the Australian bushfires and COVID-19, although not contemplated when the
original scorecard objectives were set, the Board heavily weighted its assessment of Mr Scott’s performance and leadership throughout these
crises when assessing the overall scorecard outcome specifically with regard to his business enhancing and sustainability objectives.
Financial (60% weighting)
Mr Scott's financial targets were:
• Group NPAT: $1,896.7m
• Group ROE: 17.9%
Outcome: 0% of FAR (Maximum opportunity: 180% of FAR)
Threshold performance for the Group financial measures was set at 92.5% of target and maximum performance achieved at 110% of target.
• The Group achieved reported Group NPAT of $1,713m and reported ROE of 17.1%.
• The Board excluded the gain on the revaluation of the retained Coles investment from the financial results for the purposes of calculating
remuneration outcomes and included the additional provisions for Kmart Group for the 2021 financial year. The adjusted Group NPAT and
ROE were below threshold.
• As a result, Mr Scott's 2020 KEEPP outcome on financial measures was 0%.
• The Group NPAT and ROE targets were adjusted to reflect the removal of associated profits from the Group’s 10.1% interest in Coles
following the selldowns in February and March, and for earnings associated with the acquisitions of Kidman and Catch during the year.
• While the financial targets, namely Group NPAT and ROE set in May 2019 have not been achieved, the tough and unpredictable external
environment added a strong degree of stretch to these but the Board determined it was not appropriate to make any adjustments to these
targets as a result of these external factors.
•
In spite of the severity of the external challenges presented throughout the 2020 financial year, the Board is very pleased with Mr Scott's
performance in driving the overall financial results for the Group.
Safety (10% weighting)
Group TRIFR target: 12.21
• The Group TRIFR result was 10.39.
Outcome: 30% of FAR (Maximum opportunity: 30% of FAR)
• Through a continued focus on safety across the Group, 23.0% improvement on last year's TRIFR was achieved. This is particularly
pleasing as it was achieved in the context of dealing with the changes in operating model required to operate in line with COVID-safe
requirements. The divisions continue to focus on training, awareness and improving safety processes.
Business enhancing (20% weighting)
Outcome: 53% of FAR (Maximum opportunity: 60% of FAR)
Mr Scott was set a number of business enhancing objectives for the performance period, each of which has been individually assessed by
the Board, with most assessed as being at least in line with the Board’s expectation. In addition, and as noted above, the Board considered
and placed more weight upon Mr Scott's response to the Australian bushfires and COVID-19 from a business enhancing perspective. The
Board rated Mr Scott's performance at the highest level based on the Group's response and performance throughout these crises.
• Business growth: The Board assessed Mr Scott against a number of business growth objectives such as the portfolio management
opportunities and sales growth across the Group, for example, the acquisition of Catch and the significant growth during the year. The
Board assessed Mr Scott as performing either in line with or exceeding their expectations for these objectives.
• Data and digital, including the flybuys joint venture: The Board was very pleased with Mr Scott’s delivery of the Group’s digital
initiatives rating his progress as above expectation on these objectives, for example, the Group’s e-commerce capacity and capability
adapted with agility and speed in relation to the COVID-19 environment. In addition, a number of new flybuys initiatives were launched
during the year.
• Turnaround / newly acquired businesses: As noted above the Board is pleased with the good progress of Catch. The Board assessed
the Group’s progress in relation to its turnaround businesses as below their expectation although noting they endorsed the changes
announced in May 2020 in relation to Kmart Group.
Sustainability (10% weighting)
Outcome: 28% of FAR (Maximum opportunity: 30% of FAR)
Mr Scott’s progress in relation to his sustainability performance objectives was assessed as being in line with Board expectation and his
progress in relation to the Group’s emissions reduction being assessed as significantly exceeding expectation. As per the business enhancing
objective, the Board highly commends Mr Scott's performance and the actions taken across the Group to protect and support stakeholders
(investors, team members, customers, suppliers and the wider community) as a result of the Australian bushfires and COVID-19.
2020 KEEPP outcome
Scorecard measure
Threshold
not met
Threshold met
or exceeded
Target met
or exceeded
Maximum
achieved
Financial
Safety
Business enhancing
Sustainability
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Wesfarmers 2020 Annual Report
The Board firmly believes the outcome of
Mr Scott's 2020 KEEPP scorecard aligns with
shareholder and other stakeholder experience
over the year, especially when considering
the speed and agility Mr Scott demonstrated
in response to the significant external events
throughout the 2020 financial year.
Mr Scott’s total 2020 KEEPP outcome will be
allocated as:
• $1,387,500 in Deferred Shares
• $1,387,500 in Performance Shares
Remuneration report (audited)
Anthony Gianotti – Group Chief Financial Officer, Wesfarmers Limited
2020 Performance highlights
As Group Chief Financial Officer, Mr Gianotti’s Group financial and safety measures and outcomes are the same as those of the
Group Managing Director.
• Mr Gianotti has had a very successful year with demonstrated strong performance, especially in relation to the Group’s response to
COVID-19. During the year Mr Gianotti also assumed direct oversight of the Industrial and Safety businesses.
• Business enhancing: During the 2020 financial year, Mr Gianotti has delivered very positive outcomes in relation to the balance sheet,
capital management, debt management, credit ratings and cash management. Mr Gianotti successfully drove and coordinated the Group’s
COVID-19 financial analysis and scenario planning to allow the Group to navigate through and respond at pace to the rapidly evolving
circumstances across multiple jurisdictions and industries. Although the equity market environment may not have been conducive to
undertaking major investments, Mr Gianotti has led the Business Development teams in undertaking major commercial projects.
• Sustainability: Mr Gianotti has continued to have an active role in talent management and the upskilling of commercial, finance and risk
roles across the Group in addition to driving strategic initiatives across the Group. Mr Gianotti has also continued the positive engagement
with external agencies and providers to support the Group’s capital structure.
2020 KEEPP outcome
Scorecard measure Weighting
Financial
Safety
Business enhancing
Sustainability
(%)
60
10
20
10
Threshold
not met
Threshold met
or exceeded
Target met
or exceeded
Maximum
achieved
Mr Gianotti's total 2020 KEEPP outcome
will be allocated as:
• $784,688 in Deferred Shares
• $784,688 in Performance Shares
Ian Bailey – Managing Director, Kmart Group
2020 Performance highlights
Mr Bailey's financial targets were set in relation to achievement of Kmart Group EBIT and ROC and Kmart comparable sales growth. Threshold
performance for the EBIT and ROC financial measures was set at 95% of target and maximum performance achieved at 105% of target.
•
It was a mixed result for the businesses within Kmart Group throughout the year, with strong operational and financial performance by
Kmart and Catch but lower than expected performance within Target.
• The significant items include the non-cash impairment in relation to Kmart Group and the restructuring costs and provisions, primarily in
relation to Target store closures, as announced in May 2020. Inclusive of significant items, Kmart Group achieved EBIT of ($220.8m) and
ROC of (11.2%), both of which were below threshold and more than 15% below target.
• Kmart achieved comparable sales growth of 4.3%, which was more than 15% above the target. This measure was subject to an EBIT gate
which was not achieved. Sales growth for the Target brand was excluded from Mr Bailey’s 2020 KEEPP scorecard in recognition of the
ongoing Target review.
• As a result, Mr Bailey's 2020 KEEPP outcome on financial measures was 0%.
• Through a continued focus on safety, and noting the challenges posed by COVID-19, the Kmart Group TRIFR result (excluding Catch) was
13.13, an improvement of 32.3% on last year.
• Mr Bailey has demonstrated strong leadership throughout the year despite the significant challenges.
• Business enhancing: Kmart Group delivered strong operational improvements particularly in the period prior to COVID-19. Positive
progress was also made in digitisation and technological advancement along with a strong focus on risk controls. The acquisition of Catch
has seen positive results throughout the year including the implementation of a number of customer-driven initiatives to leverage the
Wesfarmers Group, including offering Click and Collect in some Target stores and recently introducing Target to its marketplace. Mr Bailey
was instrumental in the detailed strategic review of Target and good progress has been made on executing the decisions including agreeing
the terms for the conversion of 27 Target stores to Kmart stores and completing the first phase of restructuring the Target store support
office.
• Sustainability: Kmart Group continued its progress in emissions reduction, gender balance, Indigenous employment and team member
engagement notwithstanding the significant external events.
2020 KEEPP outcome
Scorecard measure Weighting
Financial
Safety
Business enhancing
Sustainability
(%)
60
10
20
10
Threshold
not met
Threshold met
or exceeded
Target met
or exceeded
Maximum
achieved
Mr Bailey’s total 2020 KEEPP outcome will
be allocated as:
• $168,750 in cash
• $675,000 in Deferred Shares
• $675,000 in Performance Shares
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Directors' report
Remuneration report (audited)
Michael Schneider – Managing Director, Bunnings Group
2020 Performance highlights
Mr Schneider's financial targets were set in relation to achievement of Bunnings Group EBIT, ROC and total sales growth. Threshold
performance for the EBIT and ROC financial measures was set at 95% of target and maximum performance achieved at 105% of target.
• Strong earnings and sales growth achieved in Bunnings demonstrated the resilience of its operating model and ability to adapt to the
changing needs of customers during the year. Bunnings Group achieved EBIT of $1,851.9m, which was between 10% and 15% above
target and ROC of 61.8%, which was more than 15% above the target. This result was delivered after absorbing additional costs
associated with the response to the bushfires and COVID-19, including the costs incurred as a result of trading restrictions in New Zealand,
together with the permanent closure of seven New Zealand stores, higher than budgeted expenditure to accelerate the progress of data
and digital initiatives and additional incentive payments to store team members.
• Total sales growth (including trade centres) was 13.9%, which was more than 15% above the target.
• As a result, the maximum 2020 KEEPP outcome on financial measures was achieved by Mr Schneider.
• Through a continued focus on safety, the Bunnings Group TRIFR result was 10.26, an improvement of 8.3% on last year. Bunnings ensured
that it was able to provide a safe and convenient offer for consumer and trade customers, as well as a safe environment for the Bunnings
team, especially in response to COVID-19.
•
In its assessment, the Board considered the financial performance of Bunnings, including the periods both pre and during COVID-19. The
Board determined the outcome for Mr Schneider was a fair reflection of performance across the full year, recognising Mr Schneider has
provided very strong leadership to the Bunnings team over an incredibly challenging year, in turn providing support to the wider community.
• Business enhancing: Under Mr Schneider’s leadership, Bunnings continued to execute its strategic agenda, accelerated the development
of its digital offer during the period and introduced a number of initiatives to increase the convenience of its offer and enhance the customer
experience both in-store and online. The rollout of Click and Deliver was completed, and the New Zealand e-commerce platform was
launched ahead of schedule. In addition, Mr Schneider has continued to identify external growth opportunities for the business, for example
the acquisition of Adelaide Tools.
• Sustainability: Bunnings continued to demonstrate improvements in gender balance and Indigenous employment and is on track to
achieve the emissions reduction target in 2025. Bunnings was recognised as the most trusted Brand in Australia as at May 2020.
2020 KEEPP outcome
Scorecard measure Weighting
Financial
Safety
Business enhancing
Sustainability
(%)
60
10
20
10
Threshold
not met
Threshold met
or exceeded
Target met
or exceeded
Maximum
achieved
Mr Schneider's total 2020 KEEPP outcome
will be allocated as:
• $525,000 in cash
• $1,880,192 in Deferred Shares
• $1,880,192 in Performance Shares
David Baxby – Managing Director, Wesfarmers Industrials (to 19 March 2020)
2020 Performance highlights
Mr Baxby had individual financial targets set in relation to Chemicals, Energy and Fertilisers (WesCEF) EBIT and ROC (40% weighting) and
Industrial and Safety (WIS) EBIT and ROC (20% weighting). Threshold performance for the financial measures was set at 92.5% of target and
maximum performance achieved at 110% of target.
• The 2020 financial year saw continued solid performance from the WesCEF businesses. The performance of the WIS businesses was
below expectations primarily due to the disappointing performance of Blackwoods in the first half of the year and lower customer demand
in Workwear Group during the second half primarily due to the impact of COVID-19. In May 2020, the company announced a non-cash
impairment of $298 million of the WIS business, largely related to goodwill.
• WesCEF achieved EBIT of $392.9m and ROC of 20.2%, both of which were between 0% and 5% above target.
•
Inclusive of significant items, WIS achieved EBIT of ($270.6m) and ROC of (18.7%), both of which were more than 15% below target.
• No financial thresholds in the KEEPP scorecard were met for WIS and therefore no award was made to Mr Baxby on these measures.
For WesCEF, Mr Baxby received an above target outcome on the financial measures.
• Through a continued focus on safety, and noting the challenges posed by COVID-19, the overall Industrials divisional TRIFR result was
4.30, an improvement of 29.4% on last year.
• Business enhancing: Good progress was made in establishing the Covalent joint venture team. Progress with the business turnaround of
Blackwoods, particularly with respect to the ERP project, was assessed as below threshold.
• Sustainability: Emissions reductions continue to be on track to achieve the long-term target and other objectives relating to gender
balance and Indigenous employment were assessed as above threshold.
2020 KEEPP outcome
Scorecard measure Weighting
Financial
Safety
Business enhancing
Sustainability
(%)
60
10
20
10
Threshold
not met
Threshold met
or exceeded
Target met
or exceeded
Maximum
achieved
(WIS)
(WesCEF)
Mr Baxby's 2020 KEEPP has been
pro-rated to reflect his time in role, from
1 July 2019 to 19 March 2020.
Mr Baxby’s total 2020 KEEPP outcome will
be allocated as:
• $327,600 in cash
• $496,111 in Deferred Shares
• $496,111 in Performance Shares
104
Wesfarmers 2020 Annual Report
Remuneration report (audited)
5.4 Additional Performance-tested Shares
The Board is committed to demonstrating positive results for shareholders in relation to the decision to substantially reduce the size of the
Target network and invest to convert many of its stores to Kmart stores which are expected to perform more strongly. The restructuring
costs and provisions, along with the one-off costs to be incurred in the 2021 financial year, impacted the 2020 KEEPP awards related to
the Group and Kmart Group financial results. The Board considers a material component of these are more in the nature of an investment
and will be substantially value-creating for shareholders if executed successfully. As a result, after year-end, the Board has approved
an additional grant of Performance-tested Shares, separate to the 2020 KEEPP awards, for the Group Managing Director, the Group
Chief Financial Officer and the Managing Director, Kmart Group. The Performance-tested Shares will only vest to the extent that the
level of store profit for the stores converted to Kmart is achieved without exceeding the capital expenditure budget, relative to the
Board-approved proposal.
These shares are expected to be allocated in December 2020, with details to be provided in the 2021 Remuneration Report.
Name
R G Scott
A N Gianotti
I Bailey
To be allocated in Performance-tested Shares
% of FAR
50.0
50.0
75.0
($)
1,250,000
675,000
1,012,500
5.5 Details of the 2019 KEEPP equity
As presented in the 2019 Remuneration Report, the 2019 KEEPP awards were delivered to executives during the 2020 financial year.
The 2019 KEEPP Deferred Shares and Performance Shares were granted on 25 October 2019 for the Group Chief Financial Officer
and the divisional managing directors, and on 14 November 2019 for the Group Managing Director, with any cash component paid on
29 August 2019. Approval from Wesfarmers shareholders for the issuance of these shares to the Group Managing Director was obtained
under listing rule 10.14 at the 2019 Annual General Meeting.
The terms applicable to the grant of Deferred Shares and Performance Shares for the 2019 KEEPP are set out on the following pages.
Details of prior year grants are set out in the Remuneration Report for the relevant year.
(a) Details of the 2019 KEEPP allocations made during the 2020 financial year
The 2019 KEEPP Deferred Shares and Performance Shares set out below were delivered to the executive KMP during the 2020 financial
year. The 2019 KEEPP outcomes were presented in section 4.2(d) of the 2019 Remuneration Report, including the percentage of the
2019 KEEPP award opportunity that was forfeited.
Name
R G Scott
A N Gianotti
I Bailey
D A Baxby5
M D Schneider
Deferred Shares
allocated (subject to
a five- and six-year
restriction from
trading)1, 3
Performance Shares
allocated (vesting
subject to performance
conditions over a four-year
performance period)2, 3
Fair value of
Deferred Shares
at grant date4
($)
Fair value of
Performance Shares
at grant date4
($)
79,995
44,754
17,296
34,977
31,016
79,995
44,754
17,296
34,977
31,016
3,292,594
1,837,152
710,001
1,435,806
1,273,207
2,674,393
1,484,290
596,366
1,206,000
1,069,432
1
2
3
4
The 2019 KEEPP Deferred Shares were granted on 14 November 2019 for R G Scott and 25 October 2019 for the remaining executive KMP and are still subject to
restrictions. No 2019 KEEPP Deferred Shares vested or were forfeited during the reporting period.
The 2019 KEEPP Performance Shares were granted on 14 November 2019 for R G Scott and 25 October 2019 for the remaining executive KMP and are still subject to
performance conditions until 30 June 2023. Accordingly, no 2019 KEEPP Performance Shares vested or were forfeited during the reporting period.
The number of Deferred Shares and Performance Shares allocated was determined using the face value of Wesfarmers shares, based upon the 10-day VWAP of
Wesfarmers shares over the period immediately following the full-year results announcement in August 2019 (i.e. 28 August – 10 September 2019) being $39.025375.
For accounting purposes, the fair value at grant date is shown above, in accordance with AASB 2 Share-Based Payment. The Performance Shares subject to market
conditions (rTSR condition) have been independently valued using the Monte Carlo simulation using the Black-Scholes framework. The Deferred Shares and the
Performance Shares subject to non-market conditions (e.g. divisional EBIT and ROC) have been valued with reference to the Wesfarmers share price on grant date.
For R G Scott, the value per Performance Share for the rTSR performance condition is $28.28 and the value per Deferred Share and per Performance Share subject to
the portfolio management and investment outcomes condition and other strategic conditions is $41.16, valued as at 14 November 2019 following approval of the grant
at the Wesfarmers 2019 Annual General Meeting. For all other KEEPP participants the value per Performance Share for the rTSR performance condition is $27.91 and
the value per Deferred Share and per Performance Share subject to the portfolio management and investment outcomes condition and other strategic conditions or
the divisional EBIT and ROC condition is $41.05, valued as at 25 October 2019. The fair value at the grant date represents the maximum possible total fair value of the
shares. The minimum value of unvested shares is nil.
5
D A Baxby ceased to be a member of the executive KMP on 19 March 2020.
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report (audited)
(b) 2019 Deferred Shares
Once the amount of Deferred Shares to be granted was determined following the assessment of the 2019 KEEPP scorecard, the Deferred
Shares did not have further performance conditions applied but did have a 12-month service condition (the forfeiture period) from the date
they were allocated to participants and continue to be subject to trading restrictions as outlined below.
2019 KEEPP Deferred Shares
12-month
performance
period
50% of Deferred Shares are restricted from trading for six years
50% of Deferred Shares are restricted from trading for five years
June 2019
2020
2021
2022
2023
2024
2025
Deferred Shares
allocated in
December 2019
Forfeiture
period ends in
December 2020
Restriction
lifts on 50% of
Deferred Shares
in August 2024
Restriction
lifts on 50% of
Deferred Shares
in August 2025
The 2019 Deferred Shares carry both dividend and voting rights. Dividends will be escrowed until the end of the 12-month forfeiture period
and thereafter be paid to the executive KMP. If Deferred Shares are forfeited during the 12-month forfeiture period, the executive KMP
is not entitled to the escrowed dividends. During the forfeiture period, a portion of the escrowed dividend amounts will be paid to the
executive KMP to satisfy their tax liability (after allowing for the use of the franking credits) on dividends paid in respect of their Deferred
Shares.
(c) 2019 Performance Shares
The 2019 Performance Shares have performance conditions over a four-year performance period, from 1 July 2019 to 30 June 2023. The
performance conditions will be tested shortly after the end of the performance period. Performance Shares will only vest based on the
extent of the satisfaction of the performance conditions outlined below. Following testing, any Performance Shares that do not vest will be
forfeited. The conditions applicable to the 2019 Performance Shares are set out below:
Group Managing Director and Group Chief Financial Officer
Divisional managing directors
Wesfarmers' relative TSR
Portfolio management and
investment outcomes
Strategic objectives
60%
20%
20%
Wesfarmers' relative TSR
Divisional cumulative EBIT
and ROC 1
50%
50%
1 Set at a divisional level through annual Corporate
Planning processes
Assessment of the performance conditions and achievement against the performance conditions will be determined by the Board having
regard to any matters that it considers relevant.
The table below provides further detail on the performance conditions including how the testing and vesting, if applicable, will occur:
Measure
Detail
Relative total
shareholder return
(rTSR)
The rTSR condition measures the performance of an ordinary Wesfarmers share (including the value of any
dividend and any other shareholder benefits paid during the performance period) against total shareholder return
performance of a comparator group of companies, comprising the S&P/ASX 100 Index, over the same period.
TSR performance is independently assessed over the performance period against the constituents of the
S&P/ASX 100 Index as at the start of the performance period.
Vesting schedule against rTSR:
Percentile ranking
Percentage of awards vesting
Below the 50th percentile
Equal to the 50th percentile
0% vesting
50% vesting
Between the 50th and 75th percentile
Straight-line vesting between 50% and 100%, i.e. an additional 2% of
awards vest for each percentile increase
Equal to the 75th percentile or above
100% vesting
Wesfarmers’ rTSR was chosen because it provides a relative external market performance measure having regard to
Wesfarmers’ ASX 100 peers and ensures all executive KMP are remunerated in relation to Group results.
106
Wesfarmers 2020 Annual Report
Remuneration report (audited)
Cumulative EBIT and
ROC
The cumulative EBIT condition measures the respective division’s profit against its Corporate Plan profit target
over the four-year performance period, subject to an average ROC gate, calculated using the ROC targets in its
Corporate Plan.
The cumulative EBIT and average ROC are calculated after the preparation and audit of the financial statements
following the end of the final year of the performance period and assessed against the targets set at the start of the
performance period.
Vesting schedule against EBIT and ROC:
–
–
50 per cent of the Performance Shares vest if 90 per cent of the cumulative EBIT target is achieved, subject to
achieving 90 per cent of the average ROC target; and
100 per cent of the Performance Shares vest if 100 per cent of the cumulative EBIT target is achieved, subject to
achieving 90 per cent of the average ROC target.
Straight-line vesting occurs in between.
Four-year divisional EBIT, subject to average ROC, was chosen to ensure that the remuneration of divisional
managing directors is directly linked to the achievement of long-term financial returns for the business for which
they are directly accountable.
The EBIT and ROC targets will be adjusted, where the Board considers it appropriate to do so, so that participants
are not unfairly advantaged or disadvantaged due to portfolio management activity.
Wesfarmers portfolio management and investment outcomes were chosen to recognise the criticality of
decision-making with regards to potential acquisitions, investments and disposals on shareholder value creation.
At the end of the four-year performance period, the Board will consider the performance of the Group Managing
Director and Group Chief Financial Officer in relation to the acquisition, investment and disposal activities of the
Group over that period.
Throughout the performance period, the Board maintains a log of the portfolio management and investment
decisions and rationale, including the decisions not to proceed with portfolio changes or investments. At the end
of the performance period, the Board will consider the validity of these decisions from a shareholder value creation
perspective, with a greater weighting placed upon decisions made in the first year of the performance period.
Strategic objectives were chosen to reflect the importance placed by the Board on the achievement of non-financial
outcomes, in addition to financial outcomes, that may, for example, build value for all stakeholders (shareholders,
customers and team members), support long-term sustainable performance and reinforce the Group's strong
corporate reputation. The Board considers it important to include strategic objectives as a measure of performance
over the four-year period as this allows decisions to be made and assessed over the long term, recognising the
impact of strategic decisions may not be apparent in the short term.
At the end of the four-year performance period the Board will consider the performance of the Group Managing
Director and Group Chief Financial Officer and assess the achievement of this performance condition in relation to
their strategic objectives target, such as in relation to talent development, leadership and corporate reputation.
Wesfarmers’ portfolio
management and
investment outcomes
Strategic objectives
Following the assessment of the 2019 KEEPP scorecards and the determination of the amount of Performance Shares to be granted, the
Performance Shares were allocated in December 2019.
2019 KEEPP Performance Shares
12-month
performance
period
Group Managing Director and Group Chief Financial Officer:
rTSR (60% weighting), portfolio management and investment outcomes
(20% weighting) and strategic objectives (20% weighting)
Divisional managing directors:
rTSR (50% weighting) and divisional EBIT and ROC (50% weighting)
June 2019
2020
2021
2022
2023
2024
4-year
performance
period begins
1 July 2019
Performance
Shares allocated
in December 2019
Performance
period ends and
conditions tested
as at 30 June 2023
Board approves
testing and vesting
outcome, expected
to be in August 2023
The 2019 Performance Shares carry both dividend and voting rights. Dividends will be escrowed for the full four-year performance
period and only paid to the executive KMP to the extent that the underlying shares vest. During the performance period, a portion of the
escrowed dividend amounts will be paid to the executive KMP to satisfy their tax liability (after allowing for the use of the franking credits)
on dividends paid in respect of their Performance Shares.
Wesfarmers 2020 Annual Report
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Remuneration report (audited)
(d) Further terms of the 2019 KEEPP
The table below sets out further details on other governance requirements under the 2019 KEEPP.
Cessation of
employment
If an executive KMP ceases employment with Wesfarmers before the end of the forfeiture period, restriction period or
performance period (as applicable), their entitlement to the shares (if any) will depend on the circumstances of their
departure. The table below summarises the treatment that will generally apply in different circumstances, subject to
the Board's discretion to determine a different treatment.
Reason
Deferred Shares
Performance Shares
Resignation
During the forfeiture period (i.e. within 12 months of
allocation) – the Deferred Shares will be forfeited.
The Performance Shares will be forfeited.
After the forfeiture period has ended – the Deferred Shares
will remain on foot and subject to the original conditions,
other than a portion which may be released on termination
to fund the tax liability on the Deferred Shares (subject to
any limit under the Corporations Act 2001).
Dismissal by
the Board, including
for cause or significant
underperformance
The Deferred Shares will be forfeited.
The Performance Shares will be forfeited.
Breach of restraint
The Deferred Shares will be forfeited.
The Performance Shares will be forfeited.
All other reasons
The Deferred Shares will remain on foot and subject
to the original conditions, other than a portion which
may be released on termination to fund the tax liability
on the Deferred Shares (subject to any limit under the
Corporations Act 2001).
The Performance Shares will remain on foot
and subject to the original conditions.
Following cessation of employment (where Deferred Shares remain on foot):
If, following cessation of employment, the Board determines in good faith that:
–
–
the executive KMP has breached any restriction or undertaking owed to the Wesfarmers Group or any compromise
or arrangement in relation to their cessation of employment; or
the executive KMP’s circumstances have changed making it no longer appropriate for them to retain the benefit
of their award,
the Board may determine that:
–
–
some or all of the executive KMP’s Deferred Shares will be forfeited; and/or
the executive KMP is required to pay or repay as a debt the net proceeds of the sale of shares or dividends
provided to them.
Change of control
If a change of control event occurs, the Board has broad discretion to determine the treatment of Deferred Shares
and Performance Shares, having regard to any matter that the Board considers relevant.
Clawback
The terms of the KEEPP allow for the Board to clawback or adjust any incentive awards which were granted, vest
or may vest, or are released or may be released (as applicable). For example, these powers can be exercised
as a result of a material misstatement in, or omission from, the financial statements or otherwise as a result of
fraud, dishonesty or breach of obligations. In such circumstances, the Board may, up to the value of the overpaid
remuneration, reduce or defer or otherwise require the repayment of any amount paid or payable to the executive
to ensure no inappropriate benefit is derived. The Board has discretion to adjust any conditions applicable to an
award, if considered appropriate.
108
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Remuneration report (audited)
5.6 2016 KEEPP awards that vested during the 2020 financial year
In 2016, eligible executive KMP were invited to receive Deferred Shares and Performance Shares under the 2016 KEEPP. The four-year
performance period for the 2016 KEEPP Performance Shares ended on 30 June 2020. As explained in the 2019 Remuneration Report,
the original 2016 KEEPP award was cancelled in 2018 and, following implementation of the demerger of Coles from the Wesfarmers
Group, replacement awards were allocated in December 2018. Further details of the terms of the 2016 KEEPP are set out in the
2019 Remuneration Report.
Mr Scott is the only member of the current executive KMP to have participated in the 2016 KEEPP. The 2016 KEEPP award was made
to Mr Scott in respect of his role as Managing Director, Wesfarmers Industrials and the performance conditions included the financial
performance of the Industrials division.
There were two performance conditions measured over the four-year performance period, with 80 per cent weighted to a cumulative EBIT
condition against the Industrials division's Corporate Plan, subject to an average ROC gate, and the remaining 20 per cent weighted to
Wesfarmers' TSR relative to the TSR of the constituents of the S&P/ASX 50 Index.
Cumulative EBIT condition
Over the four-year performance period, the Industrials division reported EBIT and ROC of 68.47 per cent and 99.47 per cent above
the four-year Corporate Plan performance condition respectively, despite the non-cash impairment of the Industrial and Safety division
announced in May 2020.
Following consideration of the performance of the Industrials division as a whole over this period, the Board approved the full vesting of
the Performance Shares that were subject to the cumulative EBIT condition.
Relative TSR condition
The Group outperformed the majority of its peers over the performance period with regard to rTSR and was ranked at the 85th percentile
in the ASX 50. Following consideration, the Board approved the full vesting of the Performance Shares subject to the rTSR condition.
The table below shows the vesting outcome of the 2016 KEEPP Performance Shares for Mr Scott.
Vesting Condition
Cumulative divisional EBIT
(80% of the award)
Outcome
(2016-2020)
$2,422.3m
168.47% of target
rTSR (20% of the award)
66.41%
85.1 percentile
ranking in ASX 50
% of maximum
opportunity
Total % of
Performance
Shares vested
Number of
Performance
Shares vested
100%
100%
100%
45,138
5.7 Performance summary for the Group Managing Director
The chart below summarises the performance of the Group since the appointment of Mr Scott as Group Managing Director. In addition, it
shows his KEEPP outcomes over the same period.
Performance summary for the Group Managing Director
rTSR
(four-year performance period)
(Percentile ASX 50)
0
1
.
5
8
0
8
.
3
6
0
6
.
6
4
0
1
.
1
3
%
100
80
60
40
20
0
$m
3,000
2,500
2,000
1,500
1,000
500
0
NPAT
(excluding significant items)1
ROE (R12)
(excluding significant items)1
3
7
8
,
2
2
7
7
,
2
9
3
3
,
2
1
9
0
,
2
1
.
1
2
2
.
9
1
4
.
2
1
7
.
1
1
%
20
15
10
5
0
FY17
FY18
FY19
FY20
FY17
FY18
FY19
FY202
FY17
FY18
FY19
FY202
1 NPAT (excluding significant items) and ROE (excluding significant items) are considered non-IFRS measures.
2
FY20 NPAT and ROE are presented on a pre-AASB 16 basis.
Summary of KEEPP outcomes for the Group Managing Director
Annual KEEPP scorecard
(% of maximum opportunity)
Group NPAT and ROE,
individual performance objectives
Performance measures
FY171
100.0
FY18
84.4
FY19
86.6
Vesting of KEEPP Performance Shares
(% of award)
rTSR, Divisional EBIT and ROC
First testing of KEEPP Performance Shares
(four-year performance period)
FY20
37.0
100.0
1
FY17 scorecard outcome related to Mr Scott's prior divisional roles.
Wesfarmers 2020 Annual Report
109
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Directors' report
Remuneration report (audited)
5.8 Executive remuneration (statutory presentation)
(a) Statutory executive KMP remuneration table
In the following table, remuneration outcomes are presented based on the requirements of the Corporations Act 2001 and accounting
standards (which has the benefit of being readily comparable with other companies) rather than a take-home pay basis (generally being
cash and benefits and the value of equity received during the financial year). In this regard:
• The KEEPP cash component is recognised for the year in which it is earned. The KEEPP Deferred Shares are recognised as an
expense over a 12-month period typically spanning two financial years and the KEEPP Performance Shares are recognised over the
performance period (four years) based on the assessed value when originally granted to the executive. The value recognised for the
KEEPP Deferred Shares and Performance Shares may be significantly different to their value if and/or when the incentive vests to the
executive. Note, as at 30 June 2020, the service and performance conditions to determine vesting of the 2020 KEEPP Deferred Shares
and Performance Shares had not yet been finalised and therefore the following table does not include the expensing of these grants.
•
In some circumstances, amounts are recorded as remuneration even when no equity vests to the executive and in other cases there
can be negative remuneration from equity awards in a given year, for example due to non-vesting.
In accordance with the accounting standards, the value shown in the statutory table for Mr Baxby under share-based payments includes
an acceleration of all future 2017, 2018 and 2019 KEEPP-related expensing that would otherwise have been apportioned through to the
2024 financial year as this equity continues to be held on his behalf in the trust.
Short-term benefits
Cash
salary
($)
KEEPP
cash5
($)
Non-
monetary
benefits6
($)
Long-
term
benefits1
Post-
employment
benefits2
Share-based
payments3
Termination
benefits
Total
Performance
related4
Other6
($)
Leave
($)
Super-
annuation
($)
KEEPP and
other equity
($)
Termination
payments
($)
($)
(%)
Executive director
R G Scott – Group Managing Director, Wesfarmers Limited
2020
2019
2,335,746
-
146,446
24,914
41,666
21,003
5,193,006
2,349,890
250,000
157,169
14,093
41,666
20,531
3,915,183
Senior executives
A N Gianotti – Group Chief Financial Officer, Wesfarmers Limited
2020
2019
1,261,265
-
73,357
24,914
22,500
21,003
2,907,533
1,275,409
135,000
59,311
14,093
22,500
20,531
2,037,622
I Bailey7 – Managing Director, Kmart Group
2020
2019
1,328,196
168,750
888,886
-
3,195
2,119
24,914
22,500
21,804
1,628,270
9,344
14,918
11,114
1,047,297
M D Schneider – Managing Director, Bunnings Group
2020
2019
1,399,256
525,000
82,135
24,914
25,000
21,804
1,695,844
1,389,505
600,000
91,886
14,093
25,000
21,804
2,025,464
Former senior executives
D A Baxby8 – Managing Director, Wesfarmers Industrials
-
-
-
-
-
-
-
-
7,762,781
6,748,532
4,310,572
3,564,466
3,197,629
1,973,678
3,773,953
4,167,752
919,854
327,600
2,296
1,493,178
15,569
15,752
2,507,970
255,789
5,538,008
1,254,469
520,000
3,195
14,093
21,667
20,531
1,429,300
3,263,255
J P Durkan9 – Managing Director, Coles
2019
447,089
687,123
3,567
2,934
7,635
5,133
365,158
G A Russo10 – Chief Executive Officer, Department Stores
2019
605,977
187,027
10,552
4,749
10,390
10,690
167,019
S A Cain11 – Managing Director, Coles
345,795
-
-
2,510
5,936
10,266
-
364,507
7,244,317 1,021,350
307,429
1,592,834
127,235
101,366
13,932,623
255,789 24,582,943
8,557,020 2,379,150
327,799
75,909
149,712
120,600
10,987,043
- 22,597,233
2020
2019
2019
Total
2020
2019
-
-
-
-
1,518,639
69.3
996,404
35.5
66.9
61.7
67.5
61.0
56.2
53.1
58.8
63.0
51.2
59.7
-
-
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Remuneration report (audited)
Footnotes to statutory remuneration table on the previous page
1
2 Superannuation contributions are made on behalf of the executive KMP in accordance with Wesfarmers’ statutory superannuation obligations. Also included is any part
Long-term benefits relate to leave entitlements earned during the year.
3
of the executive KMP’s salary that has been sacrificed into superannuation.
The amounts included in ‘share-based payments’ relate to the KEEPP, WESAP and annual incentive, as applicable – WESAP and annual incentive shares are
share-based awards received by the executive KMP under other incentive plans prior to commencing as a member of the executive KMP and participating in the KEEPP:
• The portion of the 2016 KEEPP, 2017 KEEPP and 2018 KEEPP that continue to be expensed in the 2020 financial year based on probability of vesting, as these
shares are subject to performance and forfeiture conditions, together referred to as the service period. The amounts included for the 2019 KEEPP are detailed in
section 5.5.
• The portion of the 2018 annual incentive shares that continue to be expensed in the 2020 financial year based on probability of vesting, as these shares are subject
to performance and forfeiture conditions.
• The portion of the 2016 and 2017 WESAP shares that continue to be expensed in the 2020 financial year based on probability of vesting, as these shares are subject
to performance and forfeiture conditions.
• The expensing for the Deferred Shares and Performance Shares that are yet to be granted under the 2020 KEEPP will be included in the remuneration table in the
2021 Remuneration Report.
4
The percentage performance related for the 2020 financial year is the sum of the KEEPP cash and share-based payments divided by the total remuneration, reflecting
the actual percentage of remuneration at risk for the year. The percentage of total remuneration that consists of KEEPP shares only, being the amount expensed in the
2020 financial year for the 2016, 2017, 2018 and 2019 KEEPP shares (including the 2016 KEEPP replacement allocation and 2017 KEEPP replacement allocation), as
applicable, is as follows – R G Scott 66.9 per cent, A N Gianotti 65.7 per cent, I Bailey 36.8 per cent, M D Schneider 42.7 per cent and D A Baxby 45.3 per cent.
5 Cash payments were made in August 2020 to eligible participants in relation to the KEEPP for the 2020 financial year. J P Durkan and G A Russo participated in a
cash-based performance bonus during the 2019 financial year.
6 Short-term benefits, ‘non-monetary benefits’, include the cost to the company of providing vehicles, life insurance and travel. Short-term benefits, ‘other’, includes the
cost of directors and officers liability insurance (see also footnote 8 for additional inclusions for D A Baxby).
I Bailey became a member of the KMP, effective 1 November 2018.
7
8 On 19 March 2020, following the Wesfarmers Industrials restructure announcement, D A Baxby stepped down as Managing Director and ceased to be a member of the
KMP. Mr Baxby will remain employed until 19 March 2021 during which time he remains subject to his obligations under his employment contract. In accordance with
the terms of the offer, Mr Baxby will be entitled to have his unvested 2019 KEEPP Deferred Shares and his unvested 2017, 2018 and 2019 KEEPP Performance Shares
continue to be restricted in the plan after he leaves the Group, subject to the original terms and conditions (including performance conditions) of the offer. The amount
shown in share-based payments includes an accelerated expensing of these unvested awards.
Short-term benefits, ‘other’ for Mr Baxby also includes fixed remuneration to be paid to Mr Baxby until his cessation of employment on 19 March 2021, life insurance
and his statutory redundancy entitlement, subject to his ongoing employment obligations being met.
Termination bene fi ts for Mr Baxby re fl ect the cost of his attendance at an advanced management program, legal expenses and a redundancy entitlement.
J P Durkan ceased to be a member of the KMP effective 14 September 2018.
9
10 G A Russo ceased to be a member of the KMP effective 31 October 2018.
11 S A Cain became a member of the KMP, effective 17 September 2018 and ceased 20 November 2018 following implementation of the Coles demerger scheme.
(b) Summary of KEEPP shares that were expensed during the 2020 financial year
The table below sets out details of the KEEPP shares that were expensed during the 2020 financial year. In addition, this table shows the
KEEPP shares that vested during the year.
Deferred Shares vested
during the year1
Performance Shares vested
during the year2
Name
R G Scott
A N Gianotti
Year
Number
2016 KEEPP
2017 KEEPP
-
-
2018 KEEPP
92,497
2019 KEEPP
2017 KEEPP
-
-
2018 KEEPP
49,948
2019 KEEPP
-
I Bailey
2018 KEEPP
42,854
D A Baxby
M D Schneider
2019 KEEPP
2017 KEEPP
-
-
2018 KEEPP
42,854
2019 KEEPP
2017 KEEPP
-
-
2018 KEEPP
42,527
2019 KEEPP
-
%
-
-
100
-
-
100
-
100
-
-
100
-
-
100
-
Number
45,138
%
100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Range that could
be expensed over
the remaining
performance period3
($)
-
0 to 395,533
0 to 1,180,072
0 to 3,232,624
0 to 209,407
0 to 616,951
0 to 1,697,080
0 to 1,173,595
0 to 761,669
-
-
-
0 to 326,503
0 to 1,164,631
0 to 1,265,754
1
2
The 2016 Deferred Shares, replaced following the demerger of Coles, vested on 30 June 2019 although these remain subject to a trading restriction until August 2021
and August 2022 respectively. The 2017 Deferred Shares, replaced following the demerger of Coles, vested on 30 June 2019 although these remain subject to a trading
restriction until August 2022 and August 2023 respectively. The 2018 Deferred Shares were subject to a 12-month service condition and vested in December 2019,
although these remain subject to a five- and six-year trading restriction until August 2023 and August 2024 respectively. The 2019 Deferred Shares remain unvested. The
Deferred Shares are held in trust and can only be transferred to the executive KMP once all trading restrictions and any other conditions are met.
The 2016 Performance Shares were subject to a four-year performance period that ended on 30 June 2020 (see section 5.6 for further information). The
2017 Performance Shares, 2018 Performance Shares and 2019 Performance Shares will reach the end of the four-year performance period on 30 June 2021,
30 June 2022 and 30 June 2023 respectively. The Performance Shares are held in trust and can only be transferred to the executive KMP once vested.
3 Should the executive KMP resign prior to vesting, the Deferred Shares and Performance Shares would be forfeited. Accordingly, the minimum value of the unvested
award would be nil. The value for Mr Baxby is nil because in accordance with the accounting standards, the expensing of his 2017, 2018 and 2019 KEEPP awards has
been fully accelerated into the 2020 financial year.
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report (audited)
5.9 Executive KMP share ownership
The Board considers it an important foundation of the Wesfarmers remuneration framework that the executive KMP hold a significant
number of Wesfarmers shares to encourage them to behave like long-term owners and, as at the date of this report, all current executive
KMP hold significantly more than their respective FAR in Wesfarmers shares.
The following table sets out the number of shares held directly, indirectly or beneficially by the current and former executive KMP
(including their related parties).
Balance at
beginning
of year1
Allocated
under
remuneration
framework2
Breakdown of balance at year-end
Held in an equity plan
Net
change3
Balance at
year-end4
Vested and
restricted5
Vested and
unrestricted6
Not
vested7
Other
shares8
751,365
304,244
157,406
136,056
205,006
159,990
89,508
34,592
69,954
62,032
-
-
911,355
393,752
(26,295)
165,703
-
206,010
(16,949)
250,089
253,687
108,757
62,730
68,028
103,236
596,438
62,951
338,082
256,635
-
-
-
-
184,771
100,224
102,973
137,982
146,853
-
-
-
62,951
910,661
356,859
Name
R G Scott
A N Gianotti
I Bailey
D A Baxby
M D Schneider
Total
1,554,077
416,076
(43,244)
1,926,909
1
2
3
4
5
6
7
8
This number reflects the fully-paid ordinary shares held directly, vested equity under the incentive plans as well as unvested equity under the incentive plans. The
unvested equity may include the 2016 KEEPP Performance Shares, 2017 KEEPP Performance Shares and 2018 KEEPP Deferred Shares and Performance Shares and
WESAP and annual incentive shares, as appropriate. WESAP and annual incentive shares are share-based awards received by the executive KMP under other incentive
plans prior to commencing as KMP and participating in the KEEPP.
This number reflects the equity allocated under the 2019 KEEPP.
The net change may include changes due to personal trades and forfeited equity.
This number reflects the fully-paid ordinary shares held directly, vested equity under the incentive plans as well as unvested equity under the incentive plans. The
unvested equity may include the 2017 KEEPP Performance Shares, the 2018 KEEPP Performance Shares and the 2019 KEEPP Deferred Shares and Performance
Shares and WESAP and annual incentive shares, as appropriate. WESAP and annual incentive shares are share-based awards received by the executive KMP under
other incentive plans prior to commencing as KMP and participating in the KEEPP. Where an executive KMP has ceased to be a member of the executive KMP
throughout the year, the balance at year-end reflects the balance of equity as at the date they ceased to be an executive KMP.
The vested and restricted equity includes any share-based awards received by the executive KMP that are now fully vested but remain subject to a restriction within
the incentive plans. This includes the 2016 KEEPP Deferred Shares, 2017 KEEPP Deferred Shares, 2018 KEEPP Deferred Shares and annual incentive shares as
appropriate. Annual incentive shares are share-based awards received by the executive KMP under other incentive plans prior to commencing as KMP and participating
in the KEEPP. For executive KMP who ceased to be a member of the executive KMP during the financial year, the table reflects their equity holding at the date they
ceased to be KMP.
The vested and unrestricted equity includes any share-based awards received by the executive KMP that are now fully vested and available to be removed from the
incentive plans upon instruction from the executive KMP. For executive KMP who ceased to be a member of the executive KMP during the financial year, the table
reflects their equity holding at the date they ceased to be KMP.
The unvested equity includes the 2017 KEEPP Performance Shares, the 2018 KEEPP Performance Shares and the 2019 KEEPP Deferred Shares and Performance
Shares and WESAP shares, as appropriate. WESAP shares are share-based awards received by the executive KMP under other incentive plans prior to commencing
as KMP and participating in the KEEPP. For executive KMP who ceased to be a member of the executive KMP during the financial year, the table reflects their equity
holding at the date they ceased to be KMP.
This number reflects the fully-paid ordinary shares held directly outside of an equity plan by the executive KMP including their related parties. For executive KMP who
ceased to be a member of the executive KMP during the financial year, the table reflects their equity holding at the date they ceased to be KMP.
5.10 Executive service agreements
The remuneration and other terms of employment for the Group Managing Director, the Group Chief Financial Officer and other
executive KMP are covered in formal employment contracts. All service agreements are for unlimited duration and may be terminated
immediately for serious misconduct. All executives are entitled to receive pay in lieu of any accrued but untaken annual and long
service leave on cessation of employment.
The executive KMP must give a minimum 12 months’ notice should they wish to resign and Wesfarmers must give 12 months’ notice
should it wish to terminate employment (other than for cause).
The Group Managing Director and the Group Chief Financial Officer may terminate their employment within 30 days of an event giving
rise to fundamental change. This includes Mr Scott ceasing to be the most senior executive of the Group, a delisting of Wesfarmers or
a material reduction in role, status or delegated authority.
In addition, and upon further payment (where required), Wesfarmers may invoke a restraint period of up to 12 months following separation,
preventing the executive KMP from engaging in any business activity with competitors of the Group.
The former Managing Director, Wesfarmers Industrials, Mr Baxby, ceased to be a member of the executive KMP on 19 March 2020
when he stepped down from the role and is expected to cease employment with the Group in the 2021 financial year. Mr Baxby’s leaving
entitlements are expected to be in line with his contractual arrangements and his 2017, 2018, 2019 and 2020 KEEPP allocations will be
left on foot and subject to the original conditions. The Board may approve a portion of Mr Baxby's KEEPP Deferred Shares be released on
cessation to fund the tax liability arising at that time on the Deferred Shares, subject to any limit under the Corporations Act 2001.
112
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Remuneration report (audited)
Non-executive director remuneration
6. Non-executive directors
6.1 Overview of non-executive director remuneration policy and arrangements
Our policy objectives and guiding principles
1
2
To be market competitive: aim to set fees at a level competitive with non-executive directors in comparator companies
To safeguard and preserve independence: to not include any performance-related element in remuneration
Aggregate fees approved by shareholders
The current maximum aggregate fee pool for non-executive directors of $3,600,000 was approved by shareholders at the 2015 Annual
General Meeting. Fees paid to Wesfarmers’ non-executive directors for membership of Wesfarmers’ divisional boards, in addition to
Wesfarmers’ Board and committee fees and superannuation contributions made on behalf of the non-executive directors in accordance
with Wesfarmers’ statutory superannuation obligations, are included in this aggregate fee pool.
Regular reviews of remuneration
The Board periodically reviews the level of fees paid to the non-executive directors, including consideration of external benchmarking.
The main Board fees have remained unchanged since 1 January 2017. In December 2019 and on appointment of the new Audit and
Risk Committee Chairman, the Board reviewed the fees payable to the non-executive directors having regard to benchmark data, market
position and relative fees for Committee work. Following this review, the Board realigned the fee payable to the Audit and Risk Committee
Chairman and approved an increase in fees payable to the Remuneration Committee Chairman and members. Details of these fee
changes are set out below.
6.2 Non-executive director fees and other benefits
The fees shown in the table below (inclusive of superannuation) took effect from 1 January 2020. The 2019 fees are included for
comparison.
Fees/benefits
Description
Board fees
Main Board1
Chairman – M A Chaney
Members – all non-executive directors
Committee fees
Audit and Risk Committee
Chairman – S L Warburton2
Members – D L Smith-Gander, J A Westacott, S W English
Remuneration Committee
Chairman – M Roche
Members – M A Chaney3, W G Osborn, V M Wallace
Superannuation
Other Group fees
Made to the Mercer Tailored Super Plan or another regulated superannuation
fund. An amount is deducted from gross fees to meet statutory
superannuation obligations.
Non-executive directors are paid additional fees, where applicable, for
participation on the boards of Wesfarmers’ related bodies corporate (for
example BWP Management Limited). None of the current non-executive
directors participate on the boards of Wesfarmers’ related bodies corporate.
2020 ($)
2019 ($)
770,000
230,000
770,000
230,000
70,000
40,000
60,000
30,000
80,000
40,000
52,000
26,000
1 A Howarth retired from the Board and as Chairman of the Audit and Risk Committee on 14 November 2019.
2 S L Warburton was appointed to the Board of Wesfarmers Limited and as a member of the Audit and Risk Committee, effective 1 August 2019 and became Chairman of
the Audit and Risk Committee on 14 November 2019.
The Chairman of the Board does not receive a separate fee for membership of any of the Board’s committees.
3
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Remuneration report (audited)
6.3 Non-executive director remuneration
The fees paid or payable to the non-executive directors in relation to the 2020 financial year are set out below:
Short-term
benef its
Fees –
Wesfarmers
Group
($)
Fees –
Wesfarmers
Limited
($)
Post-employment
benef its
Total
Other
benef its1
($)
Superannuation2
($)
Non-executive directors
M A Chaney
S W English
W G Osborn
M Roche3
D L Smith-Gander
V M Wallace
S L Warburton4
J A Westacott
Former non-executive directors
A J Howarth5
P M Bassat6
J P Graham7
Total
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2020
2019
2020
2019
2019
2019
2020
2019
748,997
749,469
248,997
249,469
236,997
261,469
275,499
85,897
259,499
249,469
247,499
235,469
247,870
259,499
249,469
105,562
289,469
87,827
21,333
2,630,419
2,479,340
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39,353
105,500
-
-
39,353
105,500
28,459
15,161
24,914
14,093
24,914
14,093
24,914
5,097
24,914
14,093
24,914
14,093
22,804
24,914
14,093
17,810
14,093
6,412
888
218,557
112,116
($)
798,459
785,161
294,914
284,093
282,914
296,093
310,914
98,964
294,914
284,093
282,914
270,093
290,701
294,914
284,093
172,798
429,593
102,412
22,221
21,003
20,531
21,003
20,531
21,003
20,531
10,501
7,970
10,501
20,531
10,501
20,531
20,027
10,501
20,531
10,073
20,531
8,173
-
135,113
3,023,442
159,860
2,856,816
1 Short-term benefits, ‘other benefits’, includes the cost of directors and officers liability insurance and the cost of other business-related expenses.
2 Superannuation contributions are made on behalf of non-executive directors in accordance with Wesfarmers’ statutory superannuation obligations, except where
approval was obtained from the Australian Taxation Office by individual non-executive directors to be exempt from making superannuation contributions due to
obligations being met by other employers. Also included is any part of a non-executive director’s fees that have been sacrificed into superannuation.
3 M Roche was appointed as a non-executive director on 19 February 2019.
4 S L Warburton was appointed as a non-executive director on 1 August 2019.
5 A J Howarth retired from the Board, effective 14 November 2019. Mr Howarth received fees for participation on the board of BWP Management Limited.
6 P M Bassat retired from the Board, effective 15 November 2018.
7
J P Graham’s fees were paid to Gresham Partners Group Limited for participation on the Board of Wesfarmers Limited. Mr Graham retired from the Board, effective
23 July 2018.
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6.4 Non-executive director share ownership
The Board considers it an important foundation of the Wesfarmers remuneration framework that the directors hold a significant number of
Wesfarmers shares to encourage them to behave like long-term owners. Directors are required to hold a minimum of 1,000 Wesfarmers
shares within two months of appointment and are also expected to increase their holdings in Wesfarmers shares to the equivalent of their
annual main board fee within a five-year period of appointment.
The following table sets out the number of shares held directly, indirectly or beneficially by directors and former directors (including their
related parties).
Name
M A Chaney
S W English
A J Howarth4
W G Osborn
M Roche
D L Smith-Gander
V M Wallace
S L Warburton5
J A Westacott
Total
Balance at beginning of year1
Net change2
Balance at year-end3
87,597
1,082
19,960
14,728
2,000
12,045
13,483
-
5,493
156,388
-
1,214
337
-
1,000
-
500
7,036
1,295
11,382
87,597
2,296
20,297
14,728
3,000
12,045
13,983
7,036
6,788
167,770
1
2
3
This number reflects the fully-paid ordinary shares held directly as well as vested and unrestricted equity under plans.
The net change includes changes due to personal trades.
This number reflects the fully-paid ordinary shares held directly as well as vested and unrestricted equity under plans. Where a director ceased to be a director
throughout the year, the balance at year-end reflects the balance of equity as at the date they ceased to be a director.
4 A J Howarth retired from the Board and ceased to be a member of the KMP, effective 14 November 2019.
5
The information for S L Warburton reflects her time since appointment to the Board and as a member of the KMP, from 1 August 2019.
Wesfarmers 2020 Annual Report
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Directors' report
Remuneration report (audited)
Other remuneration information
7. Further information on remuneration
7.1 Share trading restrictions
Wesfarmers’ Securities Trading Policy reflects the Corporations Act 2001 prohibition on KMP and their closely related parties entering into
any arrangement that would have the effect of limiting the KMP’s exposure to risk relating to an element of their remuneration that remains
subject to restrictions on disposal.
Wesfarmers directors, the Wesfarmers Leadership Team, and certain members of their immediate family and controlled entities are also
required to obtain clearance from the Wesfarmers Company Secretary for the sale, purchase or transfer of Wesfarmers and BWP Trust
securities and for short selling, short-term trading, security interests, margin loans and hedging relating to Wesfarmers and BWP Trust
securities. The Wesfarmers Company Secretary refers all requests for clearance to at least two members of the Disclosure Committee.
Clearance from the Chairman is also required for requests from Wesfarmers directors. Clearance cannot be requested for dealings that are
subject to the Corporations Act 2001 prohibition referred to above.
The policy is available in the corporate governance section of the company’s website at www.wesfarmers.com.au/cg. Breaches of the
policy are subject to disciplinary action, which may include termination of employment.
7.2 Other transactions and balances with key management personnel
From time to time, directors of the company or its controlled entities, or their director-related entities, may purchase goods or services
from the Group. These purchases are on the same terms and conditions as those entered into by other Group team members or
customers and are minor or domestic in nature.
There were no loans made during the year, or remaining unsettled at 30 June 2020, between Wesfarmers and its KMP and/or their related
parties.
8.
Independent audit of remuneration report
The remuneration report has been audited by Ernst & Young. Please see page 171 of this annual report for Ernst & Young’s report on the
remuneration report.
The directors’ report, including the remuneration report, is signed in accordance with a resolution of the directors of Wesfarmers Limited.
M A Chaney AO
Chairman
Perth
23 September 2020
R G Scott
Managing Director
116
Wesfarmers 2020 Annual Report
Financial statements
For the year ended 30 June 2020 – Wesfarmers Limited and its controlled entities
Contents
Financial statements
Income statement
Statement of comprehensive income
Balance sheet
Cash flow statement
Statement of changes in equity
Notes to the financial statements
About this report
Segment information
Page 118
Page 119
Page 120
Page 121
Page 122
Page 123
Page 125
Group
performance
P. 128
Group balance
sheet
P. 131
Capital
P. 139
Risk
P. 143
Group information
Other
P. 152
P. 160
1.
Revenue and
other income
4.
Cash and cash
equivalents
13. Capital
management
18. Financial risk
management
21. Associates
and joint
arrangements
27. Commitments
and
contingencies
2. Expenses
5. Receivables
14. Dividends and
distributions
19. Hedging
22. Subsidiaries
28. Events after the
reporting period
3. Tax expense
6.
Inventories
15. Equity and
reserves
20. Impairment of
non-financial
assets
23. Acquisitions
29. Auditors’
remuneration
7.
Other financial
assets
16. Earnings per
share
8.
Property, plant
and equipment
17. Interest-bearing
loans and
borrowings
9.
Goodwill and
intangible
assets
10. Mineral rights
11. Leases
12. Provisions
24. Parent
disclosures
30. Other
accounting
policies
25. Deed of Cross
Guarantee
31. Share-based
payments
26. Related party
transactions
32. Director and
executive
disclosures
33. Tax
transparency
disclosures
Wesfarmers 2020 Annual Report
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Financial statements
Income statement
For the year ended 30 June 2020
Continuing operations
Revenue
Expenses
Raw materials and inventory
Employee benefits expense
Freight and other related expenses
Occupancy-related expenses1
Depreciation and amortisation1
Impairment expenses
Other expenses
Total expenses
Other income
Share of net profits of associates and joint ventures
Earnings before finance costs and income tax expense
Interest on lease liabilities1
Other finance costs
Profit before income tax expense
Income tax expense
Profit after tax from continuing operations
Discontinued operations
Profit after tax from discontinued operations
Profit attributable to members of the parent
Earnings per share attributable to ordinary equity holders of the parent
from continuing operations
Basic earnings per share
Diluted earnings per share
Earnings per share attributable to ordinary equity holders of the parent
Basic earnings per share
Diluted earnings per share
Consolidated
2020
Note
$m
2019
$m
1
2
2
2
2
2
1
21
11
2
3
16
30,846
27,920
(19,307)
(4,990)
(435)
(446)
(1,528)
(941)
(1,329)
(28,976)
661
213
874
2,744
(237)
(133)
2,374
(752)
1,622
75
1,697
cents
143.4
143.3
150.0
149.9
(17,240)
(4,525)
(381)
(1,533)
(537)
-
(1,198)
(25,414)
239
229
468
2,974
-
(175)
2,799
(859)
1,940
3,570
5,510
cents
171.5
171.4
487.2
486.7
1 The comparative period has not been restated for the adoption of AASB 16, as the Group has applied the standard using the modified retrospective approach. Refer to
notes 11 and 30 for further detail.
118
Wesfarmers 2020 Annual Report
Statement of comprehensive income
For the year ended 30 June 2020
Profit attributable to members of the parent
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign currency translation reserve
Exchange differences on translation of foreign operations
Cash flow hedge reserve
Unrealised gains on cash flow hedges
Realised losses transferred to net profit
Realised gains transferred to non-financial assets
Transfer of hedges to Coles on demerger
Share of associates and joint ventures reserves
Tax effect
Items that will not be reclassified to profit or loss:
Financial assets reserve
Changes in the fair value of financial assets designated at fair value through other
comprehensive income
Tax effect
Retained earnings
Remeasurement loss on defined benefit plan
Tax effect
Other comprehensive loss for the year, net of tax
Total comprehensive income for the year, net of tax, attributable to members of the parent
arising from:
Continuing operations
Discontinued operations
Note
Consolidated
2020
$m
1,697
2019
$m
5,510
15
15
3
15
3
(4)
14
136
-
(259)
-
(1)
37
30
(9)
-
-
(70)
151
2
(204)
(22)
(2)
24
-
-
(1)
-
(38)
1,552
75
1,627
1,903
3,569
5,472
Wesfarmers 2020 Annual Report
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Financial statements
Balance sheet
As at 30 June 2020
ASSETS
Current assets
Cash and cash equivalents
Receivables - trade and other
Inventories
Derivatives
Other
Total current assets
Non-current assets
Investment in associates and joint ventures
Other financial assets
Deferred tax assets1
Property , plant and equipment
Mineral rights
Goodwill and intangible assets
Right-of-use assets1
Derivatives
Other
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Interest-bearing loans and borrowings
Lease liabilities1
Income tax payable
Provisions1
Derivatives
Other
Total current liabilities
Non-current liabilities
Interest-bearing loans and borrowings
Lease liabilities1
Provisions1
Derivatives
Other
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Equity attributable to equity holders of the parent
Issued capital
Reserved shares
Retained earnings
Reserves1
Total equity
Consolidated
2020
Note
$m
4
5
6
19
21
7
3
8
10
9
11
19
17
11
12
19
17
11
12
19
15
15
15
2,913
1,037
3,844
41
229
8,064
710
1,123
670
3,623
813
3,814
6,212
386
10
17,361
25,425
4,008
503
1,019
392
1,078
81
189
7,270
2,153
6,223
346
4
85
8,811
16,081
9,344
15,818
(89)
(245)
(6,140)
9,344
2019
$m
795
1,027
4,246
101
181
6,350
3,393
34
194
3,878
-
4,076
-
393
15
11,983
18,333
3,620
356
-
222
851
7
160
5,216
2,673
-
381
1
91
3,146
8,362
9,971
15,809
(81)
(208)
(5,549)
9,971
1
The comparative period has not been restated for the adoption of AASB 16, as the Group has applied the standard using the modified retrospective approach. Refer to
notes 11 and 30 for further detail.
120
Wesfarmers 2020 Annual Report
Cash flow statement
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees1
Dividends and distributions received from associates
Interest received
Borrowing costs2
Income tax paid
Net cash flows from operating activities3
Cash flows from investing activities
Payments for property, plant and equipment and intangibles
Proceeds from sale of property, plant and equipment and intangibles
Net proceeds from demerger and sale of businesses
Net proceeds from disposals of interests in associates and other investments
Acquisition of subsidiaries, net of cash acquired
Net cash flows from investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Equity dividends paid
Demerger transaction costs recognised directly in equity
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Consolidated
2020
Note
$m
2019
$m
34,197
(28,725)
159
9
(367)
(727)
4,546
(867)
299
-
2,198
(988)
642
-
(381)
(955)
(1,734)
-
(3,070)
2,118
795
2,913
4
4
4
4
48,770
(44,892)
65
27
(170)
(1,082)
2,718
(1,356)
529
858
231
(17)
245
2,000
(1,164)
-
(3,628)
(59)
(2,851)
112
683
795
For FY2020, payments to suppliers and employees exclude the repayment of, and interest paid on, lease liabilities.
For FY2020, borrowing costs include interest paid on lease liabilities.
1
2
3 Net cash flows from operating activities exclude the proportion of lease payments now classified as financing activities following the adoption of AASB 16, being
$955 million for the year ended 30 June 2020.
Wesfarmers 2020 Annual Report
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Financial statements
Statement of changes in equity
For the year ended 30 June 2020
Consolidated
Balance at 1 July 2018
Net profit for the year
Other comprehensive income
Exchange differences on translation of foreign operations
Changes in the fair value of cash flow hedges, net of tax
Remeasurement loss on defined benefit plan, net of tax
Total other comprehensive income for the year, net of tax
Total comprehensive income for the year, net of tax
Share-based payment transactions
Capital distribution and demerger dividend
Transfer of gain on demerger
Acquisition of shares on-market for Wesfarmers Long Term
Incentive Plan (WLTIP)
Acquisition of shares on-market for Key Executive Equity
Performance Plan (KEEPP)
Equity dividends
Balance at 30 June 2019 (as previously reported)
Adoption of AASB 16, net of tax
At 1 July 2019 (restated)
Net profit for the year
Other comprehensive income
Exchange differences on translation of foreign operations
Changes in the fair value of cash flow hedges, net of tax
Changes in the fair value of financial assets designated at fair
value through other comprehensive income, net of tax
Remeasurement loss on defined benefit plan, net of tax
Total other comprehensive income for the year, net of tax
Total comprehensive income for the year, net of tax
Share-based payment transactions
Acquisition of shares on-market for WLTIP and KEEPP
Equity dividends
Balance at 30 June 2020
Attributable to equity holders of the parent
Issued Reserved
shares
capital
$m
$m
Retained Reserves
earnings
$m
$m
Total
equity
$m
Note
22,277
-
(43)
-
176
5,510
344
-
22,754
5,510
15
15
15
15
15
14
30
15
15
15
15
15
15
14
-
-
-
-
-
14
(6,482)
-
-
-
-
(6,468)
15,809
-
15,809
-
-
-
-
-
-
-
9
-
-
9
15,818
-
-
-
-
-
-
-
-
(5)
(33)
-
(38)
(81)
-
(81)
-
-
-
-
-
-
-
-
(8)
-
(8)
(89)
-
-
(1)
(1)
5,509
-
-
(2,264)
14
(51)
-
(37)
(37)
4
(8,124)
2,264
14
(51)
(1)
(38)
5,472
18
(14,606)
-
-
-
(5)
-
(3,629)
(5,893)
(208)
-
(208)
1,697
-
-
-
-
-
1,697
-
-
(1,734)
(1,734)
(245)
-
-
(5,856)
(5,549)
(518)
(6,067)
-
(4)
(87)
21
-
(70)
(70)
(3)
-
-
(3)
(6,140)
(33)
(3,629)
(18,255)
9,971
(518)
9,453
1,697
(4)
(87)
21
-
(70)
1,627
6
(8)
(1,734)
(1,736)
9,344
122
Wesfarmers 2020 Annual Report
Notes to the financial statements: About this report
For the year ended 30 June 2020
About this report
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Group. A list of controlled entities (subsidiaries) at
year-end is contained in note 22.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies. Adjustments are made to bring into line any
dissimilar accounting policies that may exist.
In preparing the consolidated financial statements, all intercompany
balances and transactions, income and expenses and profits and
losses resulting from intragroup transactions have been eliminated.
Subsidiaries are consolidated from the date on which control is
obtained to the date on which control is disposed. The acquisition
of subsidiaries is accounted for using the acquisition method
of accounting.
If the Group loses control over a subsidiary, it derecognises the
related assets (including goodwill), liabilities, non-controlling interest
and other components of equity, while any resultant gain or loss is
recognised in profit or loss. Any investment retained is recognised
at fair value.
Foreign currency
The functional currencies of overseas subsidiaries are listed in
note 22. As at the reporting date, the assets and liabilities of
overseas subsidiaries are translated into Australian dollars at the
rate of exchange ruling at the balance sheet date and the income
statements are translated at the average exchange rates for the
year. The exchange differences arising on the translation are taken
directly to a separate component of equity.
Transactions in foreign currencies are initially recorded in the
functional currency at the exchange rates ruling at the date of
the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling
at the balance sheet date. Exchange differences arising from the
application of these procedures are taken to the income statement,
with the exception of differences on foreign currency borrowings
that provide a hedge against a net investment in a foreign entity,
which are taken directly to equity until the disposal of the net
investment and are then recognised in the income statement. Tax
charges and credits attributable to exchange differences on those
borrowings are also recognised in equity.
Other accounting policies
Significant and other accounting policies that summarise the
measurement basis used and are relevant to an understanding of
the financial statements are provided throughout the notes to the
financial statements.
Wesfarmers Limited (referred to as ‘Wesfarmers’) is a
for-profit company limited by shares incorporated and
domiciled in Australia whose shares are publicly traded on the
Australian Securities Exchange (ASX). The nature of the operations
and principal activities of Wesfarmers and its subsidiaries (referred
to as ‘the Group’) are described in the segment information.
The consolidated financial report of the Group for the year ended
30 June 2020 was authorised for issue in accordance with a
resolution of the directors on 23 September 2020. The Directors
have the power to amend and reissue the financial report.
The financial report is a general purpose financial report which:
• has been prepared in accordance with the requirements of
the Corporations Act 2001, Australian Accounting Standards
and other authoritative pronouncements of the Australian
Accounting Standards Board (AASB) and International
Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB);
• has been prepared on a historical cost basis, except for
investment properties held by associates and certain financial
instruments which have been measured at fair value. The
carrying values of recognised assets and liabilities that are
the hedged items in fair value hedge relationships, which are
otherwise carried at amortised cost, are adjusted to record
changes in the fair values attributable to the risks that are
being hedged;
•
is presented in Australian dollars with all values rounded
to the nearest million dollars ($’000,000) unless otherwise
stated, in accordance with ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191;
• presents reclassified comparative information where required
for consistency with the current year’s presentation;
• adopts all new and amended Accounting Standards and
Interpretations issued by the AASB that are relevant to the
Group and effective for reporting periods beginning on or
before 1 July 2019. Refer to note 30 for further details; and
• except as outlined in note 30, does not early adopt Accounting
Standards and Interpretations that have been issued or
amended but are not yet effective.
Key judgements and estimates
In the process of applying the Group’s accounting policies,
management has made a number of judgements and
applied estimates of future events.
The impact of COVID-19 has been considered in applying the
Group's key judgements and estimates. As these are subject
to increased uncertainty, actual outcomes may differ from the
applied estimates.
Judgements and estimates which are material to the financial
report are found in the following notes:
Page
128
130
132
133
134
135
137
150
152
Note 1
Revenue and other income
Note 3
Tax expense
Note 6
Inventories
Note 8
Property, plant and equipment
Note 9
Goodwill and intangible assets
Note 11
Leases
Note 12
Provisions
Note 20
Impairment of non-financial assets
Note 21
Associates and joint arrangements
Wesfarmers 2020 Annual Report
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Notes to the financial statements: About this report
For the year ended 30 June 2020
Notes to the financial statements
The notes include information which is required to understand the
financial statements and is material and relevant to the operations,
financial position and performance of the Group. Information is
considered material and relevant if, for example;
• Group balance sheet: provides a breakdown of individual line
items in the balance sheet that the directors consider most
relevant and summarises the accounting policies, judgements
and estimates relevant to understanding these line items;
the amount in question is significant because of its size or
nature;
• Capital: provides information about the capital management
practices of the Group and shareholder returns for the year;
it is important for understanding the results of the Group;
it helps to explain the impact of significant changes in the
Group’s business – for example, acquisitions, disposals and
impairment writedowns; or
it relates to an aspect of the Group’s operations that is
important to its future performance.
The notes are organised into the following sections:
• Group performance: provides a breakdown of individual line
items in the income statement that the directors consider most
relevant and summarises the accounting policies, judgements
and estimates relevant to understanding these line items;
• Risk: discusses the Group’s exposure to various financial risks,
explains how these affect the Group’s financial position and
performance and what the Group does to manage these risks;
• Group information: explains aspects of the Group structure
and how changes have affected the financial position and
performance of the Group, as well as disclosing related party
transactions and balances; and
• Other: provides information about items that are not
recognised in the financial statements but could potentially
have a significant impact on the Group’s financial position and
performance; and provides information on items which require
disclosure to comply with Australian Accounting Standards
and other regulatory pronouncements.
•
•
•
•
Significant items in the current reporting period
Acquisition of Catch Group Holdings Limited
Impairment
On 12 August 2019, Wesfarmers, through its wholly-owned
subsidiary Wesfarmers Online Retail Holdings Pty Ltd, completed
the acquisition of Catch Group Holdings Limited (Catch) for
consideration of $230 million. Refer to note 23 for further details.
Acquisition of Kidman Resources Limited
On 23 September 2019, Wesfarmers, through its wholly-owned
subsidiary Wesfarmers Lithium Pty Ltd, completed the acquisition
of all of the issued ordinary shares in Kidman Resources Limited
(Kidman). The cash payment of $1.90 per share to Kidman
shareholders was funded from existing banking facilities.
Wesfarmers holds a 50 per cent interest in the Mt Holland
lithium project based in Western Australia. Refer to note 23 for
further details.
Sale of interest in Coles Group Limited
On 18 February 2020, Wesfarmers announced that it had executed
the sale of 4.9 per cent of the issued capital of Coles Group Limited
(Coles) for proceeds of $1,047 million, net of transaction costs. On
30 March 2020, Wesfarmers announced that it had entered into
an agreement to sell a further 5.2 per cent of the issued capital of
Coles for proceeds of $1,062 million, net of transaction costs.
The pre-tax gain on sale of the 10.1 per cent interest in Coles
is $290 million (post-tax $203 million) and a further pre-tax gain
of $220 million (post-tax $154 million) was recognised on the
revaluation of the Group's retained interest in Coles. The retained
interest in Coles at 30 June 2020 is recognised as a financial
asset measured at fair value through other comprehensive income
(FVOCI). Refer to note 21 for further details.
Adoption of AASB 16 Leases
Wesfarmers has applied AASB 16 from 1 July 2019. Wesfarmers
as a lessee under AASB 16 has recognised right-of-use assets
representing its right to use the underlying leased assets and lease
liabilities representing its obligations to make lease payments.
The Group has separately recognised the interest expense on the
lease liabilities and the depreciation expense of the right-of-use
assets. Refer to notes 11 and 30 for further details.
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Industrial and Safety
The carrying value of the Industrial and Safety CGU exceeded
its recoverable amount and a pre-tax impairment of $310 million
(post-tax $298 million) was recognised in ‘impairment expenses’,
which included pre-tax impairments against goodwill of
$270 million (post-tax $270 million) and other assets of $40 million
(post-tax $28 million). Refer to note 20 for further details.
Kmart Group
During the year, the first phase of the strategic review into the
operations of Target was completed, identifying a number of
actions to accelerate the growth of Kmart and address the
unsustainable financial performance of Target. These actions
included the conversion of suitable Target stores to Kmart stores,
the closure of a number of Target stores and a restructuring of the
Target store support offi ce.
Restructuring costs and provisions of $110 million (post-tax
$83 million) were recognised for the above identified actions.
In conjunction with the restructuring and as a result of the
under-performance of Target stores, an impairment in the Kmart
Group – Target business of $525 million (post-tax $437 million) was
recognised in 'impairment expenses'. Refer to note 20 for further
details on the impairment of the Kmart Group – Target business.
Impact of COVID-19
COVID-19 had significant impacts on the Group in financial
year 2020 including:
• Retail sales being impacted by significant volatility in foot
traffic, driven by government restrictions, physical distancing
requirements and customers spending more time at home;
• Significant variation in demand across categories temporarily
impacting stock availability in some areas, while bringing
forward some purchases from future periods;
• Lower inventory and higher payables at year end, resulting in a
favourable but temporary cash flow benefit;
• Government stimulus measures designed to provide income
support to households and businesses having a positive
impact on the Group's retail sales result; and
• Approximately $40 million in wage subsidies (less than one
per cent of total team member payments) passed on to team
members during financial year 2020, almost entirely relating to
New Zealand.
Notes to the financial statements: Segment information
For the year ended 30 June 2020
Segment information
The Group’s operating segments are organised and managed
separately according to the nature of the products and services
provided.
Each segment represents a strategic business unit that offers
different products and operates in different industries and markets.
The Board and executive management team (the chief operating
decision-makers) monitor the operating results of the business units
separately for the purpose of making decisions about resource
allocation and performance assessment.
The types of products and services from which each reportable
segment derives its revenues are disclosed below. Segment
performance is evaluated based on operating profit or loss (segment
result), which in certain respects, is presented differently from
operating profit or loss in the consolidated financial statements.
Interest income and other finance costs are not allocated
to operating segments, as this type of activity is managed on
a Group basis.
Transfer prices between business segments are set on an arm’s
length basis in a manner similar to transactions with third parties.
Segment revenue, expenses and results include transfers between
business segments. Those transfers are eliminated on consolidation
and are not considered material.
The operating segments and their respective types of products and
services are as follows:
Bunnings
• Retailer of building material and home and garden
improvement products; and
• Servicing project builders and the housing industry.
Kmart Group
Kmart
• Retailer of apparel and general merchandise, including toys,
leisure, entertainment, home and consumables.
Target
• Retailer of apparel, homewares and general merchandise,
including accessories, electricals and toys.
Catch
• Online retailer offering branded products on a first-party basis
and a third-party online marketplace.
Officeworks
• Retailer and supplier of office products and solutions for
home, small-to-medium sized businesses, and education.
Chemicals, Energy and Fertilisers (WesCEF)
• Manufacturer and marketing of chemicals for industry, mining
and mineral processing;
• Manufacturer and marketing of broadacre and horticultural
fertilisers;
• Marketing and distributor of LPG and LNG;
• LPG and LNG extraction for domestic and export markets;
• Manufacturer of wood-plastic composite decking and
screening products; and
• 50 per cent joint venture partner of the Mt Holland lithium
project.
Industrial and Safety (WIS)
• Supplier and distributor of maintenance, repair and operating
products;
• Manufacturer and marketing of industrial gases and
equipment;
• Supplier, manufacturer and distributor of workwear clothing in
Australia and internationally;
• Specialised supplier and distributor of industrial safety
products and services; and
• Provider of risk management and compliance services.
Other
Includes:
• Food and staples retailing: 4.9 per cent (2019: 15.0 per cent)
interest in Coles Group Limited;
• Forest products: non-controlling interest in Wespine Industries
Pty Ltd;
• Property: non-controlling interest in BWP Trust;
•
Investment banking: non-controlling interest in Gresham
Partners Group Limited; and
• Corporate: includes treasury, head office, central support
functions and other corporate entity expenses. Corporate is
not considered an operating segment and includes activities
that are not allocated to other operating segments.
Revenues from contracts with customers by
segment for FY2020
Segment result for FY20201
Bunnings
Kmart Group
Officeworks
WesCEF
WIS
Other
$m
14,996
9,152
2,775
2,081
1,745
4
%
48.8
29.8
9.0
6.8
5.6
0.0
Bunnings
Kmart Group
Officeworks
WesCEF
WIS
Other
$m
1,826
410
197
394
39
76
%
62.1
13.9
6.7
13.4
1.3
2.6
1 Excludes significant items.
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Segment information
For the year ended 30 June 2020
Segment information
The financial results for the comparative period were not restated upon the adoption of AASB 16. Earnings before interest, tax and
depreciation and amortisation (EBITDA), depreciation and amortisation and interest on lease liabilities are therefore not comparable.
Revenue from contracts with customers
Other revenue
Segment revenue
EBITDA
Depreciation and amortisation
Interest on lease liabilities
Segment result
Items not included in segment result2,3
Other finance costs
Profit before income tax expense
Income tax expense
Profit attributable to members of the parent
Other segment information
Segment assets
Investments in associates and joint ventures
Tax assets
Total assets
Segment liabilities
Tax liabilities
Interest-bearing loans and borrowings
Total liabilities
Segment net assets
Other net assets4
Net assets
BUNNINGS1
2020
$m
2019
$m
14,996
3
14,999
13,162
4
13,166
2,601
(658)
(117)
1,826
-
1,818
(192)
-
1,626
-
KMART GROUP
OFFICEWORKS
WesCEF
OTHER2
CONSOLIDATED
2020
$m
9,152
65
9,217
1,113
(601)
(102)
410
(635)
2019
$m
8,540
58
8,598
733
(193)
-
540
-
8,163
17
5,118
17
5,725
-
3,755
-
1,819
1,531
-
-
2,450
87
1,563
89
1,585
1,752
-
-
(6,062)
(1,983)
(4,518)
(1,476)
(1,028)
(559)
(458)
(392)
(543)
(348)
2,118
(1,790)
328
3,152
(2,599)
553
1,207
354
1,561
2,279
(488)
1,791
Capital expenditure5
Share of net profit or loss of associates and joint ventures included in segment
result
511
470
132
199
-
-
-
-
1
2
3
The 2020 Bunnings segment result includes a net property contribution of $16 million (2019: $85 million). Due to the adoption of AASB 16, $20 million of the gain on sale
and leaseback transactions that would have been recognised on execution of the sale under AASB 117 Leases (AASB 117) instead reduces the carrying amount of the
retained right-of-use asset and will be realised in the income statement over the lease term through reduced depreciation expense.
The 2020 Other segment result includes the share of profits from Wesfarmers' interest in Coles when it was an associate and accounted for using the equity method but
excludes the gain of $290 million on the sale of 10.1 per cent of the interest in Coles and a gain of $220 million on the revaluation of the retained 4.9 per cent interest in
Coles. The 2019 Other segment result includes the gain on disposal of Wesfarmers' direct and indirect interest in Barminco and subsequent increase in the fair value of
Wesfarmers' indirect interest in Ausdrill shares totalling $61 million.
The 2020 Kmart Group segment result excludes impairments of the Target brand name and other assets of $525 million and restructuring costs and provisions
of $110 million. The 2020 WIS segment result excludes impairment of $310 million.
4 Other net assets relate predominantly to intercompany financing arrangements and segment tax balances.
5 Capital expenditure includes accruals for costs incurred during the year. The amount excluding movements in accruals is $867 million (2019: $861 million).
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2020
$m
2,775
12
2,787
307
(99)
(11)
197
-
2019
$m
2020
$m
2019
$m
2019
$m
2020
$m
2019
$m
2020
$m
2019
$m
WIS
2020
$m
2,305
2,081
2,075
1,745
1,752
9
4
3
-
-
2,314
2,085
2,078
1,745
1,752
30,753
27,818
93
102
30,846
27,920
195
(28)
167
-
-
481
(86)
(1)
394
-
513
(80)
433
-
-
121
(77)
(5)
39
(310)
124
(38)
86
-
-
4
9
13
84
(7)
(1)
76
510
4,303
606
670
(424)
(392)
2,107
2,671
4,778
(16)
28
12
128
(6)
-
122
-
1,027
3,287
194
(353)
(222)
904
4,823
5,727
(2,656)
(3,029)
5
-
201
215
24,045
710
670
14,746
3,393
194
25,425
18,333
4,707
(1,528)
(237)
2,942
(435)
(133)
2,374
(752)
1,622
(13,033)
(392)
(2,656)
(16,081)
9,344
-
9,344
861
213
3,511
(537)
2,974
-
-
(175)
2,799
(859)
1,940
(5,111)
(222)
(3,029)
(8,362)
9,971
-
9,971
852
229
791
286
1,077
40
-
972
40
1,012
42
-
2,079
(853)
1,226
114
12
1,260
(768)
492
58
14
1,042
(668)
374
59
-
1,404
(1,008)
396
83
-
Notes to the financial statements: Segment information
For the year ended 30 June 2020
BUNNINGS1
KMART GROUP
OFFICEWORKS
WesCEF
WIS
OTHER2
CONSOLIDATED
2020
$m
2019
$m
14,996
13,162
3
4
14,999
13,166
2,601
(658)
(117)
-
1,818
(192)
-
-
1,826
1,626
2020
$m
9,152
65
9,217
1,113
(601)
(102)
410
(635)
2019
$m
8,540
58
8,598
733
(193)
540
-
-
2020
$m
2,775
12
2,787
307
(99)
(11)
197
-
2019
$m
2,305
9
2,314
195
(28)
-
167
-
2020
$m
2,081
4
2,085
481
(86)
(1)
394
-
2019
$m
2,075
3
2,078
513
(80)
-
433
-
2020
$m
1,745
-
1,745
121
(77)
(5)
39
(310)
2019
$m
1,752
-
1,752
124
(38)
-
86
-
8,163
17
5,118
17
5,725
3,755
-
-
1,819
-
1,531
-
2,450
87
1,563
89
1,585
-
1,752
-
(6,062)
(1,983)
(4,518)
(1,476)
(1,028)
(559)
(458)
(392)
(543)
(348)
Share of net profit or loss of associates and joint ventures included in segment
2,118
(1,790)
328
3,152
(2,599)
553
1,207
354
1,561
2,279
(488)
1,791
511
470
132
199
-
-
-
-
791
286
1,077
40
-
972
40
1,012
42
-
2,079
(853)
1,226
114
12
1,260
(768)
492
58
14
1,042
(668)
374
59
-
1,404
(1,008)
396
83
-
Revenue from contracts with customers
Other revenue
Segment revenue
EBITDA
Depreciation and amortisation
Interest on lease liabilities
Segment result
Items not included in segment result2,3
Other finance costs
Profit before income tax expense
Income tax expense
Profit attributable to members of the parent
Other segment information
Segment assets
Investments in associates and joint ventures
Interest-bearing loans and borrowings
Tax assets
Total assets
Segment liabilities
Tax liabilities
Total liabilities
Segment net assets
Other net assets4
Net assets
Capital expenditure5
result
2020
$m
2019
$m
4
9
13
84
(7)
(1)
76
510
4,303
606
670
(424)
(392)
(2,656)
2,107
2,671
4,778
(16)
28
12
128
(6)
-
122
-
1,027
3,287
194
(353)
(222)
(3,029)
904
4,823
5,727
5
-
201
215
2020
$m
30,753
93
30,846
4,707
(1,528)
(237)
2,942
(435)
(133)
2,374
(752)
1,622
24,045
710
670
25,425
(13,033)
(392)
(2,656)
(16,081)
9,344
-
9,344
861
213
2019
$m
27,818
102
27,920
3,511
(537)
-
2,974
-
(175)
2,799
(859)
1,940
14,746
3,393
194
18,333
(5,111)
(222)
(3,029)
(8,362)
9,971
-
9,971
852
229
Total revenue
from continuing operations
$30,846m
$m
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
FY16
FY17
FY18
FY19
FY20
10.5%
$m
30,846
27,920
26,763
25,083
24,419
FY20
FY19
FY18
FY17
FY16
Geographical information
The table below provides information on the geographical location
of revenue and non-current assets (other than financial instruments,
deferred tax assets and pension assets). Revenue from external
customers is allocated to a geography based on the location of
the operation in which it was derived. Revenue from contracts
with customers disaggregated by geographic location is materially
consistent with the table below. Non-current assets are allocated
based on the location of the operation to which they relate.
The comparative period has not been restated for the adoption of
AASB 16.
Australia
New Zealand
United Kingdom
Other
Revenue
2020
$m
2019
$m
Non-current
assets
2020
$m
2019
$m
28,688
2,101
35
22
30,846
25,786
2,066
41
27
27,920
14,439
711
2
22
15,174
11,082
257
4
10
11,353
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Financial statements
Notes to the financial statements: Group performance
For the year ended 30 June 2020
1. Revenue and other income
from continuing operations
Revenue from contracts with
customers
Sale of retail goods in store
Sale of retail goods online
Sale of fertilisers, chemicals, speciality
gases, LPG and LNG
Sale of industrial products
Services revenue
Other revenue
Interest revenue
Other
Total revenue
Other income
Gain on sale of associate
Gains on disposal of property, plant and
equipment and other assets
Other1
Total other income
Consolidated
2020
$m
2019
$m
25,039
1,814
23,042
947
2,074
2,067
1,699
127
30,753
1,700
62
27,818
10
83
93
30,846
26
76
102
27,920
Where satisfaction of a performance obligation is completed over
time, revenue is recognised in line with the progress towards
complete satisfaction of the performance obligation.
A right of return is not a separate performance obligation and
the Group recognises revenue net of estimated returns. A refund
liability and a corresponding asset in inventory representing the
right to recover the returned products from the customer is also
recognised.
Other revenue
Interest revenue
Revenue is recognised as the interest accrues on the related
financial asset. Interest is determined using the effective interest
rate method, which applies the interest rate that exactly discounts
estimated future cash receipts over the expected life of the
financial instrument.
Dividends
Revenue from dividends, other than those arising from associates,
is recognised when the Group’s right to receive the payment is
established.
290
8
363
661
-
124
115
239
Operating lease rental revenue
Operating lease revenue consists of rentals from investment
properties and sub-lease rentals. Rentals received under operating
leases and initial direct costs are recognised on a straight-line basis
over the term of the lease.
Key estimate: gift cards
Revenue from the sale of gift cards is recognised when
the card is redeemed and the customer purchases goods
by using the card, or when the gift card is no longer
expected to be redeemed (breakage). At 30 June 2020,
$96 million of revenue is deferred in relation to gift cards
(2019: $83 million). Gift card liabilities are contract liabilities
as payment has been received for a performance obligation
to be completed at a future point in time.
The key assumption in measuring the contract liability for
gift cards and vouchers is the expected breakage, which
is reviewed annually based on historical information. Any
reassessment of expected breakage in a particular year
impacts on the revenue recognised from expiry of gift
cards and vouchers (either increasing or decreasing). Any
reasonably possible change in the estimate is unlikely to
have a material impact.
Key judgement: flybuys
The Group is a participant in the flybuys loyalty program
whereby eligible customers are granted loyalty points based
on the dollars they spend. Following the demerger of Coles
and the loss of control of Loyalty Pacific Pty Ltd, the Group
has concluded that they are an agent in this arrangement
as the nature of the loyalty program is that flybuys is
responsible for supplying the awards to the customer and
as such the Group’s role is only to arrange for flybuys to
provide the goods or services.
1 Other includes a $220 million gain recognised on the revaluation of the Group's
retained 4.9 per cent interest in Coles.
Recognition and measurement
Revenue from contracts with customers
Revenue from contracts with customers is recognised when
control of the goods or services is transferred to the customer at an
amount that reflects the consideration to which the Group expects
to be entitled in exchange for those goods or services.
The Group generates a significant proportion of its revenue from
the sale of the following finished goods:
• Merchandise direct to customers through the Group’s retail
operations either through the sale of retail goods in store
or online. Control of goods typically passes at the point of
sale (refer to Bunnings, Kmart Group and Officeworks in the
Segment information).
• Sales to commercial customers under contracts, of products:
i.
for which the Group has distribution rights, principally
related to industrial maintenance and industrial safety (refer
to WIS in the Segment information); and
ii. produced or purchased by the Group including fertilisers,
chemicals, speciality gases, LPG and LNG (refer to
WesCEF in the Segment information).
The Group's contracts with customers for the sale of goods
generally include one performance obligation. Revenue for the
sale of goods is recognised at the point in time when control of the
asset is transferred to the customer, typically at either the point of
sale or at the time of delivery of the goods to the customer. Cash
payment is generally received at the point of sale. Revenue from
Layby transactions is recognised on the date when the customer
completes payment and takes possession of the merchandise. Any
cash received in advance of the completion of the performance
obligation is recognised on the balance sheet as a contract liability.
128
Wesfarmers 2020 Annual Report
Notes to the financial statements: Group performance
For the year ended 30 June 2020
2. Expenses
from continuing operations
Remuneration, bonuses and on-costs
Superannuation expense
Share-based payments expense
Employee benefits expense
Minimum lease payments
Short-term and low-value lease payments
Contingent rental payments
Outgoings and other
Occupancy-related expenses1
Depreciation
Depreciation of right-of-use assets
Amortisation of intangibles
Amortisation other
Depreciation and amortisation
Impairment of property, plant and
equipment
Impairment of goodwill and intangible
assets
Impairment of right-of-use assets
Impairment of trade and other receivables
Impairment expenses
Repairs and maintenance
Utilities and office expenses
Insurance expenses
Other
Other expenses
Interest on interest-bearing loans and
borrowings
Discount rate adjustment
Amortisation of debt establishment costs
Other finance related costs
Other finance costs
Consolidated
2020
$m
2019
$m
4,573
325
92
4,990
-
23
30
393
446
433
964
61
70
1,528
168
551
198
24
941
209
486
53
581
1,329
113
3
5
12
133
4,140
303
82
4,525
1,176
-
76
281
1,533
424
-
47
66
537
-
-
-
-
-
219
440
113
426
1,198
153
7
3
12
175
1
The Group adopted AASB 16 from 1 July 2019. Had the Group's previous
accounting policies under AASB 117 been applied for the current year, the total
occupancy-related expenses would have been $1,638 million. Refer to note 11
for further details.
Recognition and measurement
Employee benefits expense
The Group’s accounting policy for liabilities associated with
employee benefits is set out in note 12. The policy relating to
share-based payments is set out in note 31.
The majority of employees in Australia and New Zealand are party
to a defined contribution superannuation scheme and receive
fixed contributions from Group companies and the Group’s
legal or constructive obligation is limited to these contributions.
Contributions to defined contribution funds are recognised as
an expense as they become payable. Prepaid contributions
are recognised as an asset to the extent that a cash refund
or a reduction in the future payment is available. The Group
also operates a defined benefit superannuation scheme, the
membership of which is now closed.
Employee benefits expense by segment
from continuing operations
$m
5,000
4,000
3,000
2,000
1,000
0
Bunnings
Kmart Group
Officeworks
WesCEF
WIS
FY20
FY19
Depreciation and amortisation
Refer to notes 8, 9 and 11 for details on depreciation and
amortisation.
Impairment
Impairment expenses are recognised to the extent that the carrying
amounts of assets exceed their recoverable amounts. Refer to
notes 18(d) and 20 for further details on impairment.
Other finance costs
Other finance costs are recognised as an expense when they are
incurred, except for interest charges attributable to major projects
with substantial development and construction phases.
Provisions and other payables are discounted to their present
value when the effect of the time value of money is significant.
The impact of the unwinding of these discounts and any changes
to the discounting is shown as a discount rate adjustment in
finance costs.
Capitalisation of borrowing costs
To determine the amount of borrowing costs to be capitalised as
part of the costs of major construction projects, the Group uses
the weighted average interest rate (excluding non-interest costs)
applicable to its outstanding borrowings during the year. For
financial year 2020, had there been major long-term construction
projects, the weighted average interest rate applicable would have
been 4.30 per cent (2019: 4.66 per cent).
Wesfarmers 2020 Annual Report
129
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Financial statements
Notes to the financial statements: Group performance
For the year ended 30 June 2020
3. Tax expense
Recognition and measurement
Consolidated
2020
$m
2019
$m
Current taxes
Current tax assets and liabilities are measured at the amount
expected to be recovered from or paid to taxation authorities at
the tax rates and tax laws enacted or substantively enacted by the
balance sheet date.
The major components of tax expense are:
Income statement
(continuing operations)
Current income tax expense
Current year (paid or payable)
Adjustment for prior years
Deferred income tax expense
Temporary differences
Adjustment for prior years
932
(4)
(193)
17
810
10
39
-
Income tax expense reported in the
income statement
752
859
Statement of changes in equity
Net loss on revaluing cash flow hedges
Net gain on revaluing financial assets
Income tax benefit reported in equity
Tax reconciliation (continuing operations)
Profit before tax
Income tax rate at the statutory rate of 30%
Adjustments relating to prior years
Non-deductible items
Share of results of associates and
joint ventures
Utilisation of previously unrecognised tax
losses
Other
Income tax on profit before tax
Deferred income tax in the balance
sheet relates to the following:
Provisions
Employee benefits
Accruals and other payables
Interest-bearing loans and borrowings
Leases
Derivatives
Inventories
Property, plant and equipment
Other individually insignificant balances
Deferred tax assets
Accelerated depreciation for tax
purposes
Derivatives
Accrued income and other
Intangible assets
Other individually insignificant balances
Deferred tax liabilities
Net deferred tax asset
Deferred income tax in the income
statement relates to the following:
Provisions
Depreciation, amortisation and
impairment
Other individually insignificant balances
Deferred tax expense
130
Wesfarmers 2020 Annual Report
(37)
9
(28)
(24)
-
(24)
2,374
712
13
156
2,799
840
10
12
(32)
(14)
(80)
(17)
752
271
250
58
161
229
26
52
144
70
1,261
128
128
222
16
97
591
670
(139)
(21)
(16)
(176)
-
11
859
113
211
66
151
-
2
49
138
65
795
123
148
260
8
62
601
194
2
(13)
50
39
Deferred taxes
Deferred income tax is provided using the full liability balance
sheet method. Deferred income tax assets are recognised for
all deductible temporary differences, carried forward unused tax
assets and unused tax losses, to the extent it is probable that
taxable profit will be available to utilise them.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the balance
sheet date.
Deferred income tax is provided on temporary differences at
balance sheet date between accounting carrying amounts and the
tax bases of assets and liabilities, other than for the following:
• Where they arise from the initial recognition of an asset or
liability in a transaction that is not a business combination and
at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss.
• Where taxable temporary differences relate to investments in
subsidiaries, associates and interests in joint ventures:
i. Deferred tax liabilities are not recognised if the timing of the
reversal of the temporary differences can be controlled and
it is probable that the temporary differences will not reverse
in the foreseeable future.
ii. Deferred tax assets are not recognised if it is not
probable that the temporary differences will reverse in the
foreseeable future and taxable profit will not be available to
utilise the temporary differences.
Deferred tax liabilities are also not recognised on recognition of
goodwill.
Income taxes relating to items recognised directly in equity are
recognised in equity and not in the income statement.
Offsetting deferred tax balances
Deferred tax assets and deferred tax liabilities are offset only if a
legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and liabilities relate
to the same taxable entity and the same taxation authority.
Key judgement: unrecognised deferred tax assets
Capital losses: The Group has unrecognised benefits
relating to carried forward capital losses, which can only
be offset against eligible capital gains. The Group has
determined that at this stage future eligible capital gains to
utilise the tax assets are not currently sufficiently probable.
The unrecognised deferred tax assets of $30 million
(2019: $39 million) relate wholly to capital losses in Australia.
Key judgement: unrecognised deferred tax liability
A deferred tax liability has not been recognised on indefinite
life intangibles for which the carrying value has been
assessed as recoverable through sale, consistent with the
Group’s practice and strategy to maximise shareholder
returns through value-adding transactions.
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
Net cash capital expenditure
Cash capital expenditure
Payment for property
Payment for plant and equipment
Payment for intangibles
Proceeds from sale of property, plant,
equipment and intangibles
Net cash capital expenditure
Consolidated
2020
$m
2019
$m
243
506
118
867
299
568
323
975
58
1,356
529
827
Cash capital expenditure by segment for FY2020
Bunnings
Kmart Group
Officeworks
$m
511
142
40
%
58.9
16.4
4.6
WesCEF
110
12.7
WIS
Other
59
5
6.8
0.6
4. Cash and cash equivalents
For the purpose of the cash flow statement,
cash and cash equivalents comprise the
following:
Cash on hand and in transit
Cash at bank and on deposit
Reconciliation of net profit after tax to
net cash flows from operations
Net profit
Non-cash items
Depreciation and amortisation
Impairment of assets
Gain on disposal/demerger of
businesses
Net gain on disposal of non-current
assets including investments and
associates
Share of net profits of associates and
joint ventures
Dividends and distributions received
from associates
Discount adjustment in borrowing costs
Other
(Increase)/decrease in assets
Receivables - trade and other
Inventories
Prepayments
Deferred tax assets
Other assets
Increase/(decrease) in liabilities
Trade and other payables
Current tax payable
Provisions
Other liabilities
Net cash flows from operating activities
Recognition and measurement
Consolidated
2020
$m
2019
$m
172
2,741
2,913
266
529
795
1,697
5,510
1,528
941
810
23
-
(3,266)
(495)
(249)
(213)
(233)
159
3
6
(34)
443
(32)
(225)
(7)
346
173
224
32
4,546
65
7
(39)
109
(557)
(83)
130
(3)
473
(78)
129
(30)
2,718
Cash at bank and on deposit
Cash and short-term deposits in the balance sheet comprise cash
at bank and on hand, and short-term deposits with an original
maturity of three months or less and are classified as financial
assets held at amortised cost.
Cash at bank earns interest at floating rates based on daily bank
deposit rates. Short-term deposits are made for varying periods of
between one day and three months, depending on the immediate
cash requirements of the Group, and earn interest at the respective
deposit rates.
Cash at bank and on deposit is held with banks and financial
institutions with investment grade credit ratings. Refer to note 18(d)
for credit risk disclosures.
Wesfarmers 2020 Annual Report
131
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A
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Financial statements
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
5. Receivables
Trade and other
Trade receivables
Allowance for credit losses
Other debtors
Allowance for credit losses
Movements in the allowance for credit
losses account were as follows:
Carrying amount at beginning of year
Allowance for credit losses recognised
Write-offs
Unused amount reversed
Disposal/demerger of controlled entity
Carrying amount at the end of the year
Consolidated
2020
$m
2019
$m
890
(23)
170
1,037
948
(47)
126
1,027
47
26
(48)
(2)
-
23
58
3
-
(2)
(12)
47
Recognition and measurement
Trade receivables and other debtors are all classified as financial
assets held at amortised cost on the basis they are held with
the objective of collecting contractual cash flows and the cash
flows relate to payments of principal and interest on the principal
amount outstanding.
Trade receivables
Trade receivables generally have terms of up to 30 days. They
are recognised initially in accordance with the Group's revenue
policy and subsequently measured at amortised cost using the
effective interest method, less an allowance for credit losses. Refer
to note 18(d) for a description of the application of the simplified
approach to determine lifetime expected credit loss (ECL) on trade
receivables and details of the Group's credit risk exposure.
Other debtors
These amounts generally arise from transactions outside the usual
operating activities of the Group. They do not contain impaired
assets and are not past due. It is expected that other debtors'
balances will be received when due.
6. Inventories
Raw materials
Finished goods
Right of return assets
Consolidated
2020
$m
2019
$m
30
3,806
8
3,844
30
4,209
7
4,246
Inventories recognised as an expense from continuing operations
for the year ended 30 June 2020 totalled $20,084 million
(2019: $18,072 million).
Recognition and measurement
Inventories are valued at the lower of cost and net realisable value.
The net realisable value of inventories is the estimated selling price
in the ordinary course of business less estimated costs to sell.
132
Wesfarmers 2020 Annual Report
6. Inventories (continued)
Costs incurred in bringing each product to its present location and
condition are accounted for as follows:
• Raw materials: purchase cost on a weighted average basis.
• Manufactured finished goods and work in progress: cost of
direct materials and labour and a proportion of manufacturing
overheads based on normal operating capacity.
• Retail and wholesale merchandise finished goods: purchase
cost on a weighted average basis, after deducting any
settlement discounts and supplier rebates, and including
logistics expenses incurred in bringing the inventories to their
present location and condition.
Volume-related supplier rebates, and supplier promotional rebates
where they exceed spend on promotional activities, are accounted
for as a reduction in the cost of inventory and recognised in the
income statement when the inventory is sold.
Key estimate: net realisable value
The key assumptions, which require the use of management
judgement, are the variables affecting costs recognised in
bringing the inventory to their location and condition for
sale, estimated costs to sell and the expected selling price.
These key assumptions are reviewed at least annually.
The total expense relating to inventory writedowns during
the year was $42 million (2019: reversal of $3 million). Any
reasonably possible change in the estimate is unlikely to have
a material impact.
Key estimate: supplier rebates
The recognition of certain supplier rebates in the income
statement requires management to estimate both the volume
of purchases that will be made during a period of time and
the related product that was sold and remains in inventory
at reporting date. Management’s estimates are based on
existing and forecast inventory turnover levels and sales.
Reasonably possible changes in these estimates are unlikely
to have a material impact.
7. Other financial assets
Financial assets measured at FVOCI
Other
Consolidated
2020
$m
2019
$m
1,122
1
1,123
33
1
34
The carrying value of the Group's retained interest of 4.9 per cent
in Coles at 30 June 2020 was $1,122 million. No dividends were
received from Coles for the period 31 March 2020 to 30 June 2020.
Refer to note 21 for further details.
Recognition and measurement
The Group's other financial assets primarily comprise equity
instruments measured at FVOCI. Fair value gains and losses are
presented in OCI and there is no subsequent reclassification of
fair value gains and losses to profit and loss on the derecognition.
Dividends are recognised in profit or loss as other income when the
Group's right to payment is established.
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
Land
$m
Buildings
$m
Leasehold
improvements
$m
Plant,
vehicles and
equipment
$m
Mineral
lease and
development
$m
Total
$m
8. Property, plant and equipment
Consolidated
Year ended 30 June 2020
Gross carrying amount - at cost
Accumulated depreciation and impairment
Net carrying amount
Movement
Net carrying amount at beginning of year
Additions
Disposals and write-offs
Impairment
Depreciation and amortisation
Acquisition of controlled entities
Transfers
Other including foreign exchange movements
Net carrying amount at the end of the year
392
-
392
448
33
(107)
-
-
-
18
-
392
555
(151)
404
371
210
(146)
-
(12)
-
(18)
(1)
404
Assets under construction included above:
-
211
Year ended 30 June 2019
Gross carrying amount - at cost
Accumulated depreciation and impairment
Net carrying amount
Movement
Net carrying amount at beginning of year
Additions
Disposals and write-offs
Depreciation and amortisation
Transfers
Other including foreign exchange movements
Net carrying amount at the end of the year
Assets under construction included above:
448
-
448
1,142
108
(802)
-
-
-
448
-
519
(148)
371
778
203
(595)
(12)
(4)
1
371
99
864
(455)
409
442
70
(3)
(34)
(71)
-
5
-
409
50
793
(351)
442
906
123
(497)
(95)
4
1
442
39
6,960
(4,542)
2,418
2,617
405
(26)
(134)
(420)
27
(45)
(6)
2,418
189
6,705
(4,088)
2,617
5,484
772
(3,037)
(607)
-
5
2,617
200
-
-
-
8,771
(5,148)
3,623
-
-
-
-
-
-
-
-
-
3,878
718
(282)
(168)
(503)
27
(40)
(7)
3,623
-
450
-
-
-
8,465
(4,587)
3,878
98
1
(99)
-
-
-
-
8,408
1,207
(5,030)
(714)
-
7
3,878
-
338
Recognition and measurement
The carrying value of property, plant and equipment is measured
as the cost of the asset, less accumulated depreciation and
impairment. The cost of the asset also includes the cost of
replacing parts that are eligible for capitalisation, and the cost of
major inspections.
Depreciation and amortisation
Items of property, plant and equipment are depreciated on a
straight-line basis over their useful lives. The estimated useful life
of buildings is between 20 and 40 years and plant and equipment
is between three and 40 years. Land is not depreciated.
Expenditure on mining areas of interest in which production has
commenced is amortised over the life of the mine, based on the
rate of depletion of the economically recoverable reserves.
Leasehold improvements are amortised over the period of
the lease or the anticipated useful life of the improvements,
whichever is shorter.
Impairment
Refer to note 20 for details on impairment testing.
Derecognition
An item of property, plant and equipment is derecognised when it is
sold or otherwise disposed of, or when its use is expected to bring
no future economic benefits. Any gain or loss from derecognising
the asset (the difference between the proceeds of disposal and the
carrying amount of the asset) is included in the income statement in
the period the item is derecognised.
Key estimates: property, plant and equipment
The estimations of useful lives, residual value and
amortisation methods require management judgement and
are reviewed annually. If they need to be modified, the change
is accounted for prospectively from the date of reassessment
until the end of the revised useful life (for both the current
and future years). Such revisions are generally required when
there are changes in economic circumstances impacting
specific assets or groups of assets, such as changes in store
performance or changes in the long-term commodity price
forecasts. These changes are limited to specific assets and
as such, any reasonably possible change in the estimate is
unlikely to have a material impact on the estimations of useful
lives, residual value or amortisation methods.
Wesfarmers 2020 Annual Report
133
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Financial statements
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
9. Goodwill and intangible assets
Consolidated
Year ended 30 June 2020
Gross carrying amount - at cost
Accumulated amortisation and impairment
Net carrying amount
Movement
Net carrying amount at beginning of year
Additions
Acquisition of controlled entities
Transfers
Disposals and write-offs
Impairment
Amortisation for the year
Other including foreign exchange movements
Net carrying amount at end of year
Year ended 30 June 2019
Gross carrying amount - at cost
Accumulated amortisation and impairment
Net carrying amount
Movement
Net carrying amount at beginning of year
Additions
Disposals and write-offs
Amortisation for the year
Other including foreign exchange movements
Net carrying amount at end of year
Goodwill
$m
Brand
$m
Contractual and
non-contractual
relationships1
$m
Gaming
and liquor
licences
$m
Software
$m
3,459
(493)
2,966
3,090
-
148
(2)
-
(270)
-
-
2,966
3,313
(223)
3,090
875
(257)
618
831
-
20
-
-
(231)
(2)
-
618
855
(24)
831
13,491
21
(10,422)
-
-
3,090
3,654
-
(2,821)
(2)
-
831
71
(29)
42
22
5
22
-
-
-
(7)
-
42
44
(22)
22
38
-
(13)
(3)
-
22
468
(280)
188
133
115
12
42
(12)
(50)
(52)
-
188
313
(180)
133
519
50
(346)
(90)
-
133
Total
$m
4,873
(1,059)
3,814
4,076
120
202
40
(12)
(551)
(61)
-
3,814
4,525
(449)
4,076
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
158
-
(158)
-
-
-
17,860
71
(13,760)
(95)
-
4,076
1 Contractual and non-contractual relationships are intangible assets that have arisen through business combinations. They represent the value of pre-existing customer
relationships in the acquired company.
Recognition and measurement
A summary of the useful lives of intangible assets is as follows:
Goodwill
Goodwill acquired in a business combination is initially measured
at cost. Cost is measured as the cost of the business combination
minus the net fair value of the acquired and identifiable assets,
liabilities and contingent liabilities. Following initial recognition,
goodwill is measured at cost less any accumulated impairment
losses. Refer to note 20 for further details on impairment.
Intangible asset
Useful life
Brand1
Contractual and
non-contractual relationships
Indefinite and finite
(up to 20 years)
Finite (up to 15 years)
Software
Finite (up to seven years)
Intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost
less amortisation and any impairment losses. Intangible assets
with finite lives are amortised on a straight-line basis over their
useful lives and tested for impairment whenever there is an
indication that they may be impaired. The amortisation period and
method is reviewed at each financial year-end. Intangible assets
with indefinite lives are tested for impairment in the same way as
goodwill. Refer to note 20 for further details on impairment.
1
Includes trade names and other intangible assets with characteristics of a
brand.
Assets with an assumed indefinite useful life are reviewed at each
reporting period to determine whether this assumption continues to
be appropriate. If not, it is changed to a finite life and accounted for
prospectively as a change in accounting estimate.
Key judgement: useful lives of intangible assets
Certain brands have been assessed as having indefinite lives
on the basis of strong brand strength, ongoing expected
profitability and continuing support. The brand incorporates
complementary assets such as store formats, networks and
product offerings.
134
Wesfarmers 2020 Annual Report
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
9. Goodwill and intangible assets (continued)
10. Mineral rights
Consolidated
2020
2019
$m
$m
Consolidated
Allocation of goodwill to groups of
cash generating units
Carrying amount of goodwill
Bunnings
Kmart Group
Officeworks
WesCEF
WIS
Allocation of indefinite life intangible
assets to groups of cash generating
units
Carrying amount of intangibles
Bunnings
Kmart Group
Officeworks
WIS
11. Leases
876
856
816
2
416
2,966
868
716
818
2
686
3,090
1
435
160
22
618
1
648
160
22
831
2020
$m
-
790
23
-
813
Movement
Net carrying amount at the beginning of the year
Acquisitions
Additions
Disposals and write-offs
As at 30 June 2020
Recognition and measurement
Exploration activity involves the search for mineral resources,
the determination of technical feasibility and the assessment of
commercial viability of an identified resource.
Exploration and evaluation expenditure in relation to separate
areas of interest for which rights of tenure are current, is capitalised
and carried forward as an asset in the balance sheet where it
is expected that the expenditure will be recovered through the
successful development and exploitation of an area of interest, or
by its sale; or where exploration activities have not yet reached
a stage which permits a reasonable estimate of the existence or
otherwise of economically recoverable reserves.
An exploration and evaluation asset shall be reclassified to
mineral lease and development when the technical feasibility and
commercial viability of extracting the resource are demonstrable.
Refer to note 20 for details on impairment testing.
Group as a lessee
The Group has leases primarily in relation to retail and distribution properties, in addition to offices, motor vehicles and office
equipment. The lease terms vary significantly and can include escalation clauses, renewal or purchase options and termination rights.
Escalation clauses vary between fixed rate, inflation-linked, market rent and combination reviews. Changes to rental terms linked to
inflation or market rent reviews typically occur on an annual or five-yearly basis.
Set out below are the carrying amounts of the right-of-use assets and the movements during the year.
Consolidated
Year ended 30 June 2020
Gross carrying amount - at cost
Accumulated depreciation and impairment
Net carrying amount
Movement
At 1 July 2019 (restated)
Net additions
Acquisition of controlled entities
Impairment
Depreciation expense
Other including foreign exchange movements
Net carrying amount at the end of the year
Right-of-use assets
Land
$m
Buildings
$m
Vehicles
$m
Total
$m
46
(4)
42
48
(2)
-
-
(4)
-
42
7,263
(1,116)
6,147
6,287
992
32
(198)
(956)
(10)
6,147
27
(4)
23
17
10
-
-
(4)
-
23
7,336
(1,124)
6,212
6,352
1,000
32
(198)
(964)
(10)
6,212
Wesfarmers 2020 Annual Report
135
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Financial statements
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
11. Leases (continued)
Set out below are the carrying amounts of the lease liabilities and
the movements during the year.
Consolidated
At 1 July 2019 (restated)
Additions
Acquisition of controlled entities
Accretion of interest
Lease payments
Other including foreign exchange movements
Carrying amount at 30 June 2020
Current
Non-current
2020
$m
7,275
896
38
237
(1,192)
(12)
7,242
1,019
6,223
The maturity profile of the Group's lease liabilities based on
contractual undiscounted payments is provided in note 18(b).
The Group has a number of lease contracts that include
extension options. Management exercises significant judgement
in determining whether these extension options are reasonably
certain to be exercised. Further details on this key judgement are
provided on the following page.
Lease extension options are available in respect of 69 per cent
of the Group’s leases. The number and extent of available lease
extension options differs considerably between leases. Where
the Group has deemed the exercise of an extension option as
reasonably certain, the next available option period associated
with the lease has been included in the lease term and is therefore
incorporated in the recorded lease liability of $7,242 million. A
number of available option periods, which are exercisable at the
discretion of the Group as lessee, have not been included in the
recorded lease liability on the basis that they are not reasonably
certain to be exercised, and do not represent liabilities or
contingent liabilities of the Group at 30 June 2020.
The following are the lease-related amounts recognised in the
income statement.
Consolidated
Depreciation of right-of-use assets
Interest on lease liabilities
Short-term and low-value lease payments (included
in occupancy-related expenses)
Variable lease payments (included in
occupancy-related expenses)
Total amount recognised in the income statement
2020
$m
964
237
23
30
1,254
Recognition and measurement
The Group assesses at contract inception whether a contract is, or
contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for
consideration.
Right-of-use assets
Right-of-use assets are recognised at the commencement date
of the lease (i.e. the date the underlying asset is available for
use). Right-of-use assets are initially measured at cost, less any
accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use
assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before
the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over
the shorter of the lease term and the estimated useful lives of
the assets. The estimated useful lives of the right-of-use building
assets are between one and 40 years and right-of-use plant,
vehicles and equipment assets are between one and 20 years. The
right-of-use assets are also subject to impairment, assessed in
accordance with the Group’s impairment policy.
Lease liabilities
Lease liabilities are recognised by the Group at the commencement
date of the lease. Lease liabilities are measured at the present value
of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or rate, and amounts expected
to be paid under residual value guarantees. The lease payments
also include the exercise price of a purchase option reasonably
certain to be exercised by the Group. Variable lease payments that
do not depend on an index or a rate are recognised as expenses
in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Group uses
its incremental borrowing rate (IBR) at the lease commencement
date where the interest rate implicit in the lease is not readily
determinable. After the commencement date, the lease liability is
increased to reflect the accretion of interest and reduced for lease
payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term,
a change in the lease payments (e.g. changes to future payments
resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment to purchase the
underlying asset.
Short-term leases and lease of low-value assets
The Group applies the short-term lease recognition exemption to
its short-term leases, which are defined as those leases that have
a lease term of 12 months or less from the commencement date.
It also applies the lease of low-value assets recognition exemption
to leases that are considered to be low value. Lease payments on
short-term leases and leases of low-value assets are recognised as
expenses on a straight-line basis over the lease term.
Lease liabilities by segment
as at 30 June 2020
Bunnings
Kmart Group
Officeworks
WesCEF
WIS
Other
$m
3,727
2,943
343
27
167
35
%
51.5
40.6
4.7
0.4
2.3
0.5
136
Wesfarmers 2020 Annual Report
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
11. Leases (continued)
12. Provisions
Key judgements and estimates: leases
Lease term
The lease term is considered to be a key judgement. At
lease commencement, Wesfarmers considers an option to
extend a lease to be reasonably certain when there is a clear
economic incentive for extension, such as:
•
•
favourable contractual terms and conditions in the
option period compared to market rates;
leasehold improvements have recently been undertaken
and are likely to have significant residual value at the end
of the current lease period;
• significant termination costs exist; or
•
the underlying asset is important to the Group’s
operations.
After lease commencement, the lease term is reassessed
upon the occurrence of a significant event or change in
circumstance.
Discount rate
The discount rates applied in measuring the lease liability
are a key estimate area. As at 30 June 2020, the rates were
between 1.8 and 3.8 per cent. On commencement of a
lease, the future lease payments are discounted using the
IBR where the interest rate implicit in the lease is not readily
available. The lessee's IBR reflects the Group's IBR adjusted
for lease tenure and the currency of the lease. Where there
is a lease modification, a revised discount rate is applied in
remeasuring the lease liability.
Current
Employee benefits
Self-insured risks
Restructuring and make good
Other
Non-current
Employee benefits
Self-insured risks
Restructuring and make good
Lease provision
Other
Total provisions
Consolidated
2020
$m
2019
$m
723
149
124
82
1,078
97
116
125
-
8
346
1,424
605
127
39
80
851
84
109
44
138
6
381
1,232
Recognition and measurement
Provisions are recognised when:
•
•
the Group has a present obligation (legal or constructive) as a
result of a past event;
it is probable that resources will be expended to settle the
obligation; and
• a reliable estimate can be made of the amount of the
Stand-alone price of lease and non-lease components
obligation.
As applicable, the calculated lease liability excludes an
estimate of the gross lease payments allocated to non-lease
components. This estimate is determined on a lease-by-lease
basis on inception of the lease.
In determining the stand-alone price of the lease and
non-lease components, consideration is given to benchmark
property outgoings and historical information of the Group's
lease portfolio.
Key estimate: discounting
Provisions, other than employee benefits, 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 the risks specific to the liability to the extent they
are not included in the cash flows.
Employee benefit provision balances are calculated using
discount rates derived from the high-quality corporate bond
(HQCB) market in Australia provided by Milliman Australia.
Employee benefit provisions have been calculated using
discount rates of between 0.6 and 2.7 per cent
(2019: between 1.5 and 2.9 per cent).
Wesfarmers 2020 Annual Report
137
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Financial statements
Notes to the financial statements: Group balance sheet
For the year ended 30 June 2020
12. Provisions (continued)
Employee benefits
The provision for employee benefits represents annual leave, long
service leave entitlements and incentives accrued by employees.
Wages and salaries
Liabilities for wages and salaries, including non-monetary benefits
expected to be settled within 12 months of the reporting date,
are recognised in provisions and other payables in respect of
employees’ services up to the reporting date. They are measured at
the amounts expected to be paid when the liabilities are settled.
Annual leave and long service leave
The liability for annual leave and long service leave is recognised in
the provision for employee benefits. It is measured as the present
value of expected future payments for the services provided by
employees up to the reporting date. Expected future payments are
discounted using market yields at the reporting date on HQCB with
terms to maturity and currencies that match, as closely as possible,
the estimated future cash outflows.
Key estimate: long service leave
Long service leave is measured using the projected unit credit
method. Management judgement is required in determining
the following key assumptions used in the calculation of long
service leave at balance sheet date:
•
•
•
future increases in salaries and wages;
future on-cost rates; and
future probability of employee departures and period of
service.
The total long service leave liability is $364 million
(2019: $327 million). Given the magnitude of the liability and
the nature of the key assumptions, any reasonably possible
change in one or a combination of the estimates is unlikely to
have a material impact.
Mine rehabilitation
Mining lease agreements impose obligations to remediate areas
where mining activity has taken place. Provisions for remediation
have been calculated assuming current technologies. As part of the
valuation methodology, the risks are incorporated in the cash flows
rather than the discount rates.
Self-insured risks
The Group is self-insured for workers’ compensation and general
liability claims. Provisions are recognised based on claims reported,
and an estimate of claims incurred but not reported. These
provisions are determined on a discounted basis, using an actuary
valuation performed at each reporting date.
Key estimate: self-insured risks
The self-insured risk liability is based on a number of
management estimates including, but not limited to:
•
•
future inflation;
investment return;
• average claim size;
• claim development; and
• claim administration expenses.
These assumptions are reviewed periodically and any
reassessment of these assumptions will affect workers’
compensation or claims expense (either increasing or
decreasing the expense). Any reasonable change in these
assumptions will not have a significant impact on the Group.
Make good
The Group recognises the present value of the estimated costs
that may be incurred in restoring leased premises to their original
condition at the end of the respective lease terms as a provision for
make good. The costs are recognised as the obligation is incurred
either at commencement of the lease or as a consequence of using
the asset and are included in the cost of the right-of-use assets.
This estimate is reviewed at each reporting date and adjusted for
any known changes in the initial cost estimate.
Restructuring
Provisions for restructuring are recognised where steps have been
taken to implement a detailed plan, including discussions with
those impacted by it and relate principally to:
•
•
the closure of retail outlets or distribution centres;
restructuring; and
• associated redundancies.
Carrying amount at 1 July 2018
Arising during year
Utilised
Disposal/demerger of controlled entities
Carrying amount at 30 June 2019
Adoption of AASB 16
At 1 July 2019 (restated)
Arising and acquired during year
Utilised
Carrying amount at 30 June 2020
Lease
provision
$m
Self-insured
risks
$m
Mine
rehabilitation
$m
Restructuring
and make
good
$m
252
10
(2)
(122)
138
(138)
-
-
-
-
585
141
(136)
(354)
236
-
236
107
(78)
265
45
1
-
(46)
-
-
-
-
-
-
80
182
(34)
(145)
83
(31)
52
220
(23)
249
Other
$m
436
36
(31)
(355)
86
(14)
72
41
(23)
90
Total
$m
1,398
370
(203)
(1,022)
543
(183)
360
368
(124)
604
138
Wesfarmers 2020 Annual Report
Notes to the financial statements: Capital
For the year ended 30 June 2020
13. Capital management
The Group’s capital management objectives
The primary objective of Wesfarmers is to provide a satisfactory
return to its shareholders. The Group aims to achieve this
objective by:
•
improving returns on invested capital relative to that cost of
capital; and
• ensuring a satisfactory return is made on any new capital
invested.
Capital is defined as the combination of shareholders’ equity,
reserves and net financial debt. The Board is responsible for
monitoring and approving the capital management framework
within which management operates. The purpose of the framework
is to safeguard the Group’s ability to continue as a going concern
while optimising its debt and equity structure. Wesfarmers aims
to maintain a capital structure that is consistent with a stable
investment grade credit rating.
Note
15
15
15
17
4
Consolidated
2020
2019
$m
$m
15,818
(89)
(245)
(6,140)
9,344
2,656
(2,913)
(257)
9,087
15,809
(81)
(208)
(5,549)
9,971
3,029
(795)
2,234
12,205
Equity and reserves
Issued capital
Reserved shares
Retained earnings
Reserves
Net debt1
Total interest-bearing loans and
borrowings
Less: cash and cash equivalents
Total capital employed
1 Net debt excludes lease liabilities as at 30 June 2020.
The Group manages its capital through various means, including:
• adjusting the amount of dividends paid to shareholders;
• maintaining a dividend investment plan;
•
•
raising or returning capital; and
raising or repaying debt for working capital requirements,
capital expenditure and acquisitions.
Wesfarmers regularly monitors its capital requirements using
various benchmarks, with the main internal measures being
cash interest cover, debt cover and fixed charges cover. The
principal external measures are the Group’s credit ratings from
Standard & Poor’s and Moody’s.
Cash interest cover
Profit before income tax
Finance costs
Depreciation and amortisation
EBITDA (A)
Net cash interest paid (B)
Cash interest cover (times)
(A/B)
Adjusted EBITDA3,4 (C)
Cash interest cover (times)(C/B)
(applying adjusted EBITDA)
Debt cover
Total interest-bearing loans and
borrowings
Total lease liabilities
Less: cash and cash
equivalents
Net financial debt (D)
EBITDA (A)
Debt cover (times) (D/A)
Adjusted EBITDA3,4 (C)
Debt cover (times) (D/C)
(applying adjusted EBITDA)
Fixed charges cover
EBITDA (A)
Minimum lease payments
EBITDA before minimum lease
payments (E)
Finance costs (net of discount
adjustment) and minimum
lease payments (F)
Fixed charges cover (times) (E/F)
Adjusted EBITDA3,4 (C)
Minimum lease payments
Adjusted EBITDA before
minimum lease payments (G)
Fixed charges cover (G/F)
(applying adjusted EBITDA)
Group credit ratings
Standard & Poor’s
Moody's
Consolidated1
2020
$m
20192
$m
2,374
370
1,528
4,272
120
35.6
4,707
39.3
2,656
7,242
(2,913)
6,985
4,272
1.6
4,707
1.5
4,272
-
4,272
367
11.6
4,707
-
4,707
12.7
6,643
175
809
7,627
143
53.3
4,370
30.6
3,029
-
(795)
2,234
7,627
0.3
4,370
0.5
7,627
1,707
9,334
1,875
5.0
4,370
1,707
6,077
3.2
A-(stable)
A3(stable)
A-(stable)
A3(stable)
1
2
3
4
The income statement metrics include both continuing and discontinued
operations.
The comparative period has not been restated for the adoption of AASB 16, as
the Group has applied the Standard using the modified retrospective approach.
The FY2020 adjusted EBITDA excludes impairments of the Target brand
name and other assets of $525 million, restructuring costs and provisions of
$110 million in the Kmart Group and an impairment to WIS of $310 million,
offset by a gain of $290 million on the sale of 10.1 per cent of the interest in
Coles and a gain of $220 million on the revaluation of the retained 4.9 per cent
interest in Coles.
The FY2019 adjusted EBITDA excludes the $2,319 million gain on demerger
of Coles, the $679 million gain on disposal of Bengalla, the $267 million
gain on disposal of KTAS, the $138 million (US$98 million) gain on disposal
of Quadrant Energy and the $146 million provision for Coles supply chain
automation.
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Capital
For the year ended 30 June 2020
14. Dividends and distributions
Declared and paid during the period
(fully-franked at 30 per cent)
Interim dividend for 2020: $0.75 (2019: $1.00)
Final dividend for 2019: $0.78 (2018: $1.20)
Special dividend for 2019: $1.001
Capital distribution and demerger dividend2
Proposed and unrecognised as a liability
(fully-franked at 30 per cent)
Final dividend for 2020: $0.77 (2019: $0.78)
Special dividend for 2020: $0.183
Franking credit balance
Franking credits available for future years at
30 per cent adjusted for debits and credits
arising from the payment of income tax
payable and from recognised dividends
receivable or payable
Impact on the franking account of dividends
proposed before the financial report was
issued but not recognised as a distribution
to equity holders during the year
Consolidated
2020
$m
2019
$m
850
884
-
-
1,734
1,134
1,361
1,134
14,565
18,194
873
204
1,077
884
-
884
558
391
(462)
(379)
1
2
3
A fully-franked special dividend of 100 cents per share was paid on
10 April 2019.
The capital distribution and demerger dividend represents the fair value of the
Coles distribution to shareholders.
The fully-franked special dividend reflects the distribution of profits on the sale
of the 10.1 per cent interest in Coles during FY2020.
Wesfarmers’ dividend policy considers availability of franking
credits, current earnings and future cash flow requirements and
targeted credit metrics.
The Group operates a dividend investment plan which allows
eligible shareholders to elect to invest dividends in ordinary
shares. All holders of Wesfarmers ordinary shares with addresses
in Australia or New Zealand are eligible to participate in this plan.
The allocation price for shares is based on the average of the daily
volume-weighted average price of Wesfarmers ordinary shares sold
on the Australian Securities Exchange, calculated with reference
to a period of not less than five consecutive trading days as
determined by the directors.
An issue of shares under the dividend investment plan results in an
increase in issued capital unless the Group elects to purchase the
required number of shares on-market.
15. Equity and reserves
The nature of the Group’s contributed equity
Ordinary shares are fully paid and have no par value. They carry
one vote per share and the right to dividends. They bear no special
terms or conditions affecting income or capital entitlements of the
shareholders and are classified as equity.
Reserved shares are ordinary shares that have been repurchased
by the company and are being held for future use. They include
employee reserved shares, which are shares issued to employees
under the share loan plan. Once the share loan has been paid
in full, they are converted to ordinary shares and issued to the
employee.
Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds.
There are no shares authorised for issue that have not been issued
at the reporting date.
Movement in shares
on issue
Ordinary shares
$m
'000
Reserved shares
$m
'000
At 1 July 2018
Exercise of
in-substance options
Acquisition of
shares-on-market for
WLTIP
Acquisition of
shares-on-market for
KEEPP
KEEPP and WLTIP
vested during the year
Demerger capital
distribution1
Demerger transaction
costs, net of tax
Transfer from other
reserves
At 30 June 2019 and
1 July 2019
Exercise of
in-substance options
Acquisition of
shares-on-market for
WLTIP
Acquisition of
shares-on-market for
KEEPP
KEEPP vested during
the year
Transfer from other
reserves
At 30 June 2020
1,133,840 22,277
(2,342)
(43)
-
-
-
-
-
-
-
-
-
(6,441)
-
-
(41)
14
119
-
(174)
(5)
(1,056)
(33)
744
-
-
-
-
-
-
-
1,133,840 15,809
(2,709)
(81)
-
-
-
-
-
-
-
-
105
(17)
-
-
(185)
(8)
271
-
9
-
1,133,840 15,818
-
(2,535)
-
(89)
Shareholder distributions
Interim dividend
Final dividend
(FY20: proposed)
Special dividend
(FY20: proposed)
1
The capital distribution is the allocation of the Coles demerger distribution to
share capital and has been calculated by reference to the market value of Coles'
shares and the market value of Wesfarmers' shares post-demerger.
$/share
3.0
2.5
2.0
1.5
1.0
0.5
0.0
2016
2017
2018
2019
2020
140
Wesfarmers 2020 Annual Report
Notes to the financial statements: Capital
For the year ended 30 June 2020
15. Equity and reserves (continued)
Capital reserve
Cash flow hedge reserve
2020
$m
2019
$m
24
(60)
24
27
Demerger reserve
(5,860)
(5,860)
Financial assets reserve
Foreign currency
translation reserve
Leasing reserve
26
53
5
57
(518)
-
Restructure tax reserve
150
150
Share-based
payments reserve
45
48
Total reserves
(6,140)
(5,549)
16. Earnings per share
Nature and purpose
The capital reserve was used to accumulate capital profits. The reserve can be used
to pay dividends or issue bonus shares.
The hedging reserve records the portion of the gain or loss on a hedging instrument
in a cash flow hedge that is determined to be in an effective hedge relationship.
The change in cash flow hedge reserve for the year ended 30 June 2020 includes the
after-tax net decrease in the market value of cash flow hedges from 30 June 2019,
and comprised $68 million of foreign exchange rate contracts, $7 million of interest
rate swaps and $12 million of commodity swaps.
The demerger reserve is used to recognise the gain on demerger of Coles and the
demerger dividend.
The financial assets reserve records fair value changes on financial assets measured
at fair value through other comprehensive income.
The foreign currency translation reserve is used to record exchange differences
arising from the translation of the financial statements of foreign subsidiaries.
The leasing reserve is used to recognise the cumulative effect of adopting AASB 16
at the date of initial application.
The restructure tax reserve is used to record the recognition of tax losses arising
from the equity restructuring of the Group under the 2001 Ownership Simplification
Plan. These tax losses were generated on adoption by the Group of the tax
consolidation regime.
The share-based payments reserve is used to recognise the value of equity-settled
share-based payments provided to employees, including key management
personnel, as part of their remuneration.
Profit attributable to ordinary equity
holders of the parent ($m)
WANOS1 used in the calculation of basic
EPS (shares, million)2
WANOS1 used in the calculation of diluted
EPS (shares, million)2
- Basic EPS (cents per share)
- Diluted EPS (cents per share)
Consolidated
2020
2019
1,697
5,510
1,131
1,131
1,132
150.0
149.9
1,132
487.2
486.7
1 Weighted average number of ordinary shares.
2
The variance in the WANOS used in the calculation of the basic EPS and the
diluted EPS is attributable to the dilutive effect of in-substance options and
restricted shares.
There have been no transactions involving ordinary shares
between the reporting date and the date of completion of
these financial statements, apart from the normal conversion
of employee-reserved shares (treated as in-substance options)
to unrestricted ordinary shares.
Calculation of earnings per share
Basic earnings per share
Basic earnings per share is calculated as net profit attributable to
members of the parent, adjusted to exclude any costs of servicing
equity (other than dividends), divided by the weighted average
number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share
Diluted earnings per share is calculated as per basic earnings per
share with an adjustment for the weighted average number of ordinary
shares that would be issued on conversion of all dilutive potential
ordinary shares. Dilution arises as a result of the employee reserved
shares issued under the employee share plan being accounted for as
in-substance options and unvested restricted shares.
Basic earnings per share
150.0 cents
cents/share
500
400
300
200
100
0
1
2
3
4
FY201
FY192
FY183
FY17
FY164
150.0
487.2
105.8
254.7
36.2
FY16
FY17
FY18
FY19
FY20
Basic EPS adjusted for significant items
FY2020 EPS of 150.0 cents per share includes significant items relating to
non-cash impairments, write-offs and provisions for the Kmart Group, the
non-cash impairment of WIS, the finalisation of tax positions on prior year
disposals and the gain on sale of 10.1 per cent interest in Coles and subsequent
revaluation of the retained interest. Excluding these items, basic EPS is
183.4 per share.
FY2019 EPS of 487.2 cents per share includes significant items relating to
the gains on disposal of Bengalla, KTAS and Quadrant Energy, the gain on
demerger of Coles and the provision for Coles' supply chain automation.
Excluding these items, basic EPS is 206.8 cents per share.
FY2018 EPS of 105.8 cents per share includes significant items relating to
non-cash impairments and write-offs and store closure provisions at BUKI,
loss on disposal of BUKI and Target's non-cash impairment, offset by the gain
on disposal of the Curragh Coal Mine. Excluding these items, basic EPS is
245.1 cents per share.
FY2016 EPS of 36.2 cents per share includes significant items relating to the
post-tax impairments of Target and the Curragh Coal Mine and restructuring
costs and provisions to reset Target . Excluding the impairments, basic EPS is
200.4 cents per share. Excluding all significant items, basic EPS is 209.5 cents
per share.
Wesfarmers 2020 Annual Report
141
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Financial statements
Notes to the financial statements: Capital
For the year ended 30 June 2020
17. Interest-bearing loans and borrowings
Current
Unsecured
Bank debt
Capital market debt
Non-current
Unsecured
Bank debt
Capital market debt
Total interest-bearing loans and borrowings
Consolidated
2019
2020
$m
$m
-
503
503
6
350
356
111
2,042
2,153
2,656
142
2,531
2,673
3,029
The illustration below provides details, including the principal
repayment obligations, of all loans and borrowings on issue at
30 June 2020.
Outstanding loans and borrowings
Funding activities
The Group continues its strategy of maintaining diversity of
funding sources, pre-funding upcoming maturities (if required) and
maintaining a presence in key markets. In March 2020, $350 million
of domestic bonds matured and were repaid from available cash
balances. No new bond issuances occurred during the year. In
May 2020, $1,950 million of new two-year bank facilities were
established with existing relationship banks.
Recognition and measurement
Capital market debt includes foreign and domestic corporate
bonds. All loans and borrowings are initially recognised at fair value,
less directly attributable transaction costs. After initial recognition,
interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest method. Gains and
losses are recognised in profit or loss when the liabilities are
derecognised.
The carrying values of liabilities that are the hedged items in fair
value hedge relationships, which are otherwise carried at amortised
cost, are adjusted to record changes in the fair values attributable
to the risks that are being hedged.
Bank debt
Capital market debt
Current
$503m
Non-current
$2,153m
A$m
1,600
1,200
800
400
0
FY21
FY22
FY23
The table below sets out the movements in net borrowings for the periods presented.
Liabilities from financing
activities
Borrowings
due within
one year
$m
1,159
1,005
184
-
-
(2,000)
8
356
(356)
508
-
(5)
-
503
Borrowings
due after
one year
$m
2,965
(171)
(184)
65
2
-
(4)
2,673
(25)
(508)
13
-
-
2,153
Assets held
to hedge
long-term
borrowings
$m
(353)
-
-
(60)
(2)
-
31
(384)
-
-
(17)
4
11
(386)
Total
$m
3,771
834
-
5
-
(2,000)
35
2,645
(381)
-
(4)
(1)
11
2,270
Net debt as at 1 July 2018
Cash flows
Transfers
Foreign exchange adjustments
Fair value changes, relating to hedged risk
Debt assumed by Coles on demerger
Other non-cash movements
Net debt as at 30 June 2019 and 1 July 2019
Cash flows
Transfers
Foreign exchange adjustments
Fair value changes, relating to hedged risk
Other non-cash movements
Net debt as at 30 June 2020
142
Wesfarmers 2020 Annual Report
Notes to the financial statements: Risk
For the year ended 30 June 2020
18. Financial risk management
The Group holds financial instruments for the following purposes:
• Financing: to raise finance for the Group’s operations or, in the case of short-term deposits, to invest surplus funds. The types of
instruments used include bank loans, bank accepted bills, commercial paper, corporate bonds, cash and short-term deposits.
• Operational: the Group’s activities generate financial instruments, including cash, trade receivables, trade payables and finance
advances.
• Risk management: to reduce risks arising from the financial instruments described above, including forward exchange contracts and
interest rate swaps.
It is, and has been throughout the year, the Group’s policy that no speculative trading in financial instruments shall be undertaken.
The Group’s holding of these financial instruments exposes it to risk. The Board reviews and agrees the Group’s policies for managing
each of these risks, which are summarised in the table below:
Risk
Nature
Liquidity risk (note 18(b))
Management
Wesfarmers is exposed to liquidity risk
primarily due to its capital management
policies, which view debt as a key element
of the Group’s capital structure (see note 13).
To facilitate effective use of debt as part of
the capital structure, the Group continues
to maintain investment grade credit ratings
from Standard & Poor’s and Moody’s. These
policies expose the Group to risk including
the sufficiency of available unused facilities
and the maturity profile of existing financial
instruments.
Liquidity risk is managed centrally by Group Treasury, by considering
over a period of time the operating cash flow forecasts of the underlying
businesses and the degree of access to debt and equity capital markets.
The Group’s objective is to maintain a balance between continuity of
funding and flexibility through the use of bank loans, bank accepted bills,
commercial paper, corporate bonds and the overnight money market
across a range of maturities. Although the bank debt facilities have fixed
maturity dates, from time to time they are reviewed and extended, thus
deferring the repayment of the principal. The Group aims to spread
maturities to avoid excessive refinancing in any period.
Market risk (note 18(c))
Foreign
currency risk
The Group’s primary currency exposure
is to the US dollar and arises from sales or
purchases by a division in currencies other
than the division’s functional currency. The
Group is also exposed to the Euro through
its borrowing facilities.
As a result of operations in New Zealand,
the Group’s balance sheet can also be
affected by movements in the AUD/NZD
exchange rate. The Group mitigates the
effect of its translational currency exposure
by borrowing in NZ dollars in New Zealand.
Interest rate
risk
The Group’s exposure to the risk of
changes in market interest rates relates
primarily to the Group’s debt obligations
that have floating interest rates.
The objective of the Group's policy on foreign exchange hedging is
to protect the Group from adverse currency fluctuations. Hedging is
implemented for the following reasons:
• protection of competitive position; and
• greater certainty of earnings due to protection from sudden currency
movements.
The Group manages foreign currency risk centrally by hedging material
foreign exchange exposures for firm commitments relating to sales or
purchases or when highly probable forecast transactions have been
identified.
The Group aims to hedge approximately 30 to 100 per cent of its
non-capital expenditure-related foreign currency purchases for which
firm commitments or highly probable forecast transactions exist, up to 24
months forward. The Group also aims to hedge 100 per cent of capital
expenditure-related foreign currency purchases, above divisional defined
limits, to match expected payment dates and these may extend beyond
12 months. The current hedge contracts extend out to February 2022. The
Group has also hedged 100 per cent of its Euro borrowing facilities.
The policy of the Group is to limit its exposure to adverse fluctuations in
interest rates, which could erode the Group’s profitability and adversely
affect shareholder value. Management reviews interest rate risk exposure
on an ongoing basis (at least once each quarter) or whenever a major
change in debt levels is anticipated. The review includes a reference to
ongoing cash flow forecasts and considers future mergers, acquisitions,
divestments, capital management and capital expenditure as appropriate.
Recommendations in relation to interest rate hedging are provided to the
Wesfarmers Chief Financial Officer for approval, as required.
To manage the interest rate exposure, the Group generally enters into
interest rate swaps, in which it agrees to exchange, at specified intervals,
the difference between fixed and variable rate interest amounts calculated
by reference to an agreed-upon notional principal amount. These swaps
are designated to hedge interest costs associated with underlying debt
obligations.
Although Wesfarmers has issued Euro bonds, cross-currency swaps
are in place that remove any exposure to Euro interest rates. These
cross-currency swaps ensure that the effective interest rate to Wesfarmers
is referenced to Australian interest rates.
Wesfarmers 2020 Annual Report
143
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Financial statements
Notes to the financial statements: Risk
For the year ended 30 June 2020
18. Financial risk management (continued)
Risk
Nature
Management
Commodity
price risk
The Group’s exposure to commodity price
risk is purely operational and arises from
the purchase of inventory with commodity
price as a significant input, such as natural
gas and Brent oil.
Credit risk (note 18(d))
Credit risk is the risk that a contracting
entity will not complete its obligation
under a financial instrument or customer
contract that will result in a financial loss
to the Group.
The Group is exposed to credit risk
from its operating activities (primarily
from customer receivables) and from its
financing activities, including deposits
with financial institutions, foreign
exchange transactions and other
financial instruments.
To manage commodity price risk, the Group has entered into a Brent
oil future contract to hedge the variability in cash flows arising from
movements in the natural gas price applicable to forecast natural gas
purchases over three years, ending in December 2020.
The Group does not enter into any financial instruments that vary with
movements in other commodity prices. Excluding the foreign exchange
risk component, which is managed as part of the Group’s overall foreign
exchange risk management policies and procedures referred to previously,
these exposures are not hedged.
No commodity price sensitivity analysis is provided as a reasonable
change in the Brent oil future would not have had a material impact to
the Group this financial year and the Group's other commodity 'own use
contracts' are outside the scope of AASB 9 Financial Instruments.
Customer credit risk is managed by each division subject to established
policies, procedures and controls relating to customer credit risk
management. The Group trades primarily with recognised, creditworthy
third parties. Customers who wish to trade on credit terms are subject
to credit verification procedures, including an assessment of their
independent credit rating, financial position, past experience and industry
reputation.
Receivables
Credit risk management practices include reviews of trade receivables
aging by days past due, the timely follow-up of past due amounts and
the use of credit securities such as credit insurance, retention of title and
letters of credit.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed
by Group Treasury in accordance with Board-approved policy. Investments
of surplus funds are made only with approved counterparties who have
investment grade credit ratings. Surplus funds are invested within credit
limits assigned to each counterparty, unless appropriate approval is
provided.
The carrying amount of financial assets represents the maximum credit
exposure. There are no significant concentrations of credit risk within
the Group.
18(a) Offsetting financial instruments
The Group presents its derivative assets and liabilities on a gross basis. Derivative financial instruments entered into by the Group are
subject to enforceable master netting arrangements, such as an International Swaps and Derivatives Association (ISDA) master netting
agreement. In certain circumstances, for example, when a credit event such as a default occurs, all outstanding transactions under an
ISDA agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.
The amounts set out in note 19 represent the derivative financial assets and liabilities of the Group, that are subject to the above
arrangements, and are presented on a gross basis.
18(b) Liquidity risk
The Group endeavours to maintain funding flexibility by keeping committed credit lines available with a variety of counterparties. Surplus
funds are generally invested in instruments that are tradeable in highly liquid markets with highly rated counterparties. As at 30 June 2020,
the Group has total undrawn financing facilities available of $5,005 million (2019: $3,000 million).
The table on the following page analyses the Group’s financial liabilities, including net and gross settled financial instruments and lease
liabilities, into relevant maturity periods based on the remaining period at the reporting date to the contractual maturity date. The amounts
disclosed in the tables are the contractual undiscounted cash flows and will not necessarily reconcile with the amounts disclosed in the
balance sheet.
Expected future interest payments on loans and borrowings and derivative cash flows exclude accruals recognised in trade and other
payables at the reporting date.
For foreign exchange derivatives, cross-currency interest rate swaps and hedged commodity swaps, the amounts disclosed are the gross
contractual cash flows to be paid.
For interest rate swaps, the cash flows are the net amounts to be paid at each quarter, excluding accruals included in trade and other
payables at the reporting date, and have been estimated using forward interest rates applicable at the reporting date.
144
Wesfarmers 2020 Annual Report
Notes to the financial statements: Risk
For the year ended 30 June 2020
18(b) Liquidity risk (continued)
< 3
months,
or on
demand
$m
3-12
months
$m
1-2
years
$m
2-3
years
$m
3-4
years
$m
4-5
years
$m
>5
years
$m
Total
contractual
cash flows
$m
Carrying
amount
(assets)/
liabilities
$m
3,768
234
6
-
-
500
1,113
1,085
-
-
-
-
-
-
4,008
4,008
2,698
2,656
3
308
9
901
43
1,128
30
1,061
-
989
-
899
-
2,932
85
8,218
-
7,242
-
2
1
(3)
1
51
-
-
-
-
(104)
(329)
-
-
-
-
-
-
-
-
-
(3)
3
(3)
3
(381)
(383)
10
4,092
29
1,722
1
2,187
-
1,847
-
989
-
899
-
2,932
40
14,668
41
13,564
3,343
277
-
-
-
6
350
500
1,164
1,114
8
-
(3)
1
28
54
46
31
(4)
(7)
(3)
(4)
-
-
-
-
51
44
(125)
(359)
(29)
3,326
(51)
644
(11)
580
-
1,085
-
786
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,620
3,620
3,134
3,029
167
(7)
(14)
-
(7)
(14)
(388)
(377)
(91)
6,421
(88)
6,163
Consolidated
Year ended 30 June 2020
Trade and other payables
Loans and borrowings before
swaps
Expected future interest
payments on loans and
borrowings
Lease liabilities
Hedge interest rate swaps (net
settled)
Hedged commodity swaps (net
settled)
Cross-currency interest rate
swaps (gross settled)
Hedge forward exchange
contracts (gross settled)
Total
Year ended 30 June 2019
Trade and other payables
Loans and borrowings before
swaps
Expected future interest
payments on loans and
borrowings
Hedge interest rate swaps (net
settled)
Hedged commodity swaps (net
settled)
Cross-currency interest rate
swaps (gross settled)
Hedge forward exchange
contracts (gross settled)
Total
18(c) Market risk
Foreign exchange risk
The Group's exposure to the US dollar and Euro (prior to hedging contracts) at the reporting date were as follows:
Consolidated
Financial assets
Cash and cash equivalents
Trade and other receivables
Cross-currency interest rate swap
Hedge foreign exchange derivative assets
Commodity derivative asset
Financial liabilities
Trade and other payables
Interest-bearing loans and borrowings
Commodity derivative liability
Hedge foreign exchange derivative liabilities
Net exposure
2020
2019
USD
A$m
EUR
A$m
USD
A$m
EUR
A$m
6
18
-
-
-
-
-
383
-
-
18
21
-
88
14
3
-
377
-
-
(995)
-
(3)
(40)
(1,014)
(36)
(2,045)
-
(1)
(1,699)
(1,029)
-
-
-
(888)
(33)
(2,029)
-
-
(1,682)
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Risk
For the year ended 30 June 2020
18(c) Market risk (continued)
Group's sensitivity to foreign exchange movements
The sensitivity analysis below shows the impact that a reasonably
possible change in foreign exchange rates over a financial year
would have on profit after tax and equity, based solely on the
Group’s foreign exchange risk exposures existing at the balance
sheet date. The Group has used the observed range of actual
historical rates for the preceding five-year period, with a heavier
weighting placed on recently observed market data, in determining
reasonably possible exchange movements to be used for the
current year’s sensitivity analysis. Past movements are not
necessarily indicative of future movements. The following exchange
rates have been used in performing the sensitivity analysis:
Consolidated
USD
EUR
USD
EUR
2020
2019
Actual
+10% (2019: +10%)
-10% (2019: -10%)
0.69
0.76
0.62
0.61
0.67
0.55
0.70
0.77
0.63
0.62
0.68
0.56
Floating rate
Cash assets
The impact on profit and equity is estimated by applying the
hypothetical changes in the US dollar and Euro exchange rate to
the balance of financial instruments at the reporting date.
Differences from the translation of financial statements into the
Group’s presentation currency are not taken into consideration in
the sensitivity analysis and as such the NZ dollar has no material
impact. The results of the foreign exchange rate sensitivity analysis
are driven by three main factors, as outlined below:
•
•
the impact of applying the above foreign exchange
movements to financial instruments that are not in hedge
relationships will be recognised directly in profit;
to the extent that the foreign currency denominated derivatives
on balance sheet form part of an effective cash flow hedge
relationship, any fair value movements caused by applying the
above sensitivity movements will be deferred in equity and will
not affect profit; and
• movements in financial instruments forming part of an effective
fair value hedge relationship will be recognised in profit.
However, as a corresponding entry will be recognised for the
hedged item, there will be no net effect on profit.
At 30 June 2020, had the Australian dollar moved against the
US dollar and Euro, as illustrated in the table above, with all other
variables held constant, the Group’s profit after tax and other equity
would have been affected by the change in value of its financial
assets and financial liabilities as shown in the table below:
2020
A$m
2019
A$m
•
•
10
(143)
3
175
3
47
(3)
(57)
11
(161)
2
197
2
44
(2)
(53)
Consolidated
AUD/USD +10% (2019: +10%)
- impact on profit
- impact on equity
AUD/USD -10% (2019: -10%)
- impact on profit
- impact on equity
AUD/EUR +10% (2019: +10%)
- impact on profit
- impact on equity
AUD/EUR -10% (2019: -10%)
- impact on profit
- impact on equity
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Interest rate risk
As at the reporting date, the Group had financial assets and
liabilities with exposure to interest rate risk as shown in the table
below. Interest on financial instruments, classified as floating rate,
is repriced at intervals of less than one year. Interest on financial
instruments, classified as fixed rate, is fixed until maturity of the
instrument. The classification between fixed and floating interest
takes into account applicable hedge instruments.
Consolidated
Financial assets
Fixed rate
Finance advances and loans
Financial liabilities
Fixed rate
Capital market debt
Floating rate
Unsecured bank loans
Capital market debt
2020
$m
2019
$m
3
3
2,741
529
2,042
2,374
111
503
148
507
At 30 June 2020, after taking into account the effect of interest rate
swaps, economic hedging relationships and early repayment of
a portion of core debt facilities, approximately 28 per cent of the
Group’s core borrowings are exposed to movements in variable
rates (2019: approximately 25 per cent).
Group's sensitivity to interest rate movements
The following sensitivity analysis shows the impact that a
reasonably possible change in interest rates would have on Group
profit after tax and equity. The impact is determined by assessing
the effect that such a reasonably possible change in interest rates
would have had on the interest income/(expense) and the impact
on financial instrument fair values. This sensitivity is based on
reasonably possible changes over a financial year, determined
using observed historical interest rate movements for the preceding
five-year period, with a heavier weighting given to more recent
market data.
The results of the sensitivity analysis are driven by three main
factors, as outlined below:
for unhedged floating rate financial instruments, any increase
or decrease in interest rates will impact profit;
to the extent that derivatives form part of an effective cash
flow hedge relationship, there will be no impact on profit and
any increase/(decrease) in the fair value of the underlying
derivative instruments will be deferred in equity; and
• movements in the fair value of derivatives in an effective fair
value hedge relationship will be recognised directly in profit.
However, as a corresponding entry will be recognised for the
hedged item, there will be no net impact on profit.
Notes to the financial statements: Risk
For the year ended 30 June 2020
18(c) Market risk (continued)
The following sensitivity analysis is based on the Australian
variable interest rate risk exposures in existence at balance sheet
date. If interest rates had moved by +/-50bps (basis points)
(2019: +/- 50bps) and with all other variables held constant, profit
after tax and equity would be affected as follows:
18(e) Fair values
The carrying amounts and estimated fair values of all the Group's
financial instruments carried at amortised cost recognised in the
financial statements are materially the same with the exception of
the following:
2020
$m
2019
$m
Consolidated
Capital market debt: carrying amount
Capital market debt: fair value
2020
$m
2019
$m
2,545
2,574
2,881
2,974
Consolidated
+ 50bps (2019: +50bps)
- impact on profit
- impact on equity
- 50bps (2019: -50bps)
- impact on profit
- impact on equity
18(d) Credit risk
7
10
(7)
(10)
-
16
-
(16)
The carrying amount of current receivables represents the Group's
maximum credit exposure.
The Group applies the simplified approach in measuring expected
credit losses (ECLs) for trade receivables and other short-term
debtors, whereby an allowance for impairment is considered across
all trade receivables and other short-term debtors, regardless
of whether a credit event has occurred, based on the expected
losses over the lifetime of the receivable. Therefore, the Group
does not track changes in credit risk but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The
Group has established the following provision matrix that is based
on its historical credit loss experience, adjusted for forward-looking
factors specific to debtors and the economic climate.
Trade receivables -
days past due
2020
Current
Under one month
One to two months
Two to three months
Over three months
Total
2019
Current
Under one month
One to two months
Two to three months
Over three months
Total
Estimated total
gross carrying
amount at default
($m)
Expected
credit
loss rate
(%)
Lifetime
expected
credit
loss ($m)
850
133
18
28
28
1,057
784
141
40
22
87
1,074
0.3
1.6
8.3
9.3
52.9
0.3
0.8
3.8
5.0
46.9
3
2
1
3
14
23
2
1
2
1
41
47
The Group’s exposure to bad debts is not significant and default
rates have historically been very low. Trade receivables are written
off when there is no reasonable expectation of recovery, which may
be indicated by the debtor failing to engage in a payment plan or
the debtor failing to make timely contractual payments.
The methods and assumptions used to estimate the fair value of
financial instruments are as follows:
Cash
The carrying amount is fair value due to the asset's liquid nature.
Receivables/payables
Due to the short-term nature of these financial rights and
obligations, carrying amounts are estimated to represent fair values.
Other financial assets/liabilities
The fair values of capital market debt held at fair value have been
calculated by discounting the expected future cash flows at
prevailing interest rates using market observable inputs. The fair
values other financial assets have been calculated using market
interest rates. The fair values of listed investments, classified as
financial assets held at FVOCI, have been calculated using quoted
share prices.
Derivatives
The Group enters into derivative financial instruments with various
counterparties, principally financial institutions with investment
grade credit ratings. Foreign exchange forward contracts, interest
rate swap contracts, cross-currency interest rate swaps and the
commodity future contract are all valued using forward pricing
techniques. This includes the use of market observable inputs,
such as foreign exchange spot and forward rates, yield curves of
the respective currencies, interest rate curves and forward rate
curves of the underlying commodity. Accordingly, these derivatives
are classified as Level 2 in the fair value measurement hierarchy.
Valuation of financial instruments
For all fair value measurements and disclosures, the Group uses
the following to categorise the method used:
• Level 1: the fair value is calculated using quoted prices in
active markets.
• Level 2: the fair value is estimated using inputs other than
quoted prices included in Level 1 that are observable for the
asset or liability, either directly (as prices) or indirectly (derived
from prices).
• Level 3: the fair value is estimated using inputs for the asset or
liability that are not based on observable market data.
The Group’s financial instruments were primarily valued using
market observable inputs (Level 2), with the exception of financial
assets measured at FVOCI (Level 1) and shares in unlisted
companies at fair value (Level 3) that were valued at $1 million
(2019: $1 million).
For financial instruments that are carried at fair value on a recurring
basis, the Group determines whether transfers have occurred
between levels in the hierarchy by reassessing categorisation
(based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
There were no transfers between Level 1 and Level 2 during the
year. There were no Level 3 fair value movements during the year.
Wesfarmers 2020 Annual Report
147
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Financial statements
Notes to the financial statements: Risk
For the year ended 30 June 2020
19. Hedging
Types of hedging instruments
The Group is exposed to risk from movements in foreign
exchange, interest rates and commodity prices. As part of the
risk management strategy set out in note 18, the Group holds the
following types of derivative instruments:
Forward exchange contracts: contracts denominated in US dollar
and Euro to hedge highly probable sale and purchase transactions
(cash flow hedges).
Interest rate swaps: to optimise the Group’s exposure to fixed
and floating interest rates arising from borrowings. These hedges
incorporate cash flow hedges, which fix future interest payments,
and fair value hedges, which reduce the Group’s exposure to
changes in the value of its assets and liabilities arising from interest
rate movements.
Cross-currency interest rate swaps: to either reduce the Group’s
exposure to exchange rate variability in its interest repayments
of foreign currency denominated debt (cash flow hedges) or to
hedge against movements in the fair value of those liabilities due
to exchange and interest rate movements (fair value hedges). The
borrowing margin on cross-currency interest rate swaps has been
treated as a ‘cost of hedging’ and deferred into equity. These costs
are then amortised to the profit and loss as a finance cost over the
remaining life of the borrowing.
Brent oil future contract: to reduce the Group’s exposure to price
variability in its forecast purchase of natural gas (cash flow hedge).
Notional
$m
2020
Weighted
average
hedged rate
Asset Liability
Notional
$m
$m
$m
2019
Weighted
average
hedged rate
Asset
Liability
$m
$m
Foreign exchange contracts
Cash flow hedge - sales (AUD)
US$14
Cash flow hedge - purchases (AUD)
US$2,044
Cash flow hedge - purchases (NZD)
US$146
Cash flow hedge - purchases (AUD)
Interest rate swap contracts
Fair value hedge
€ 8
A$300
Asset: 0.65
Liability: Nil
Asset: 0.71
Liability: 0.66
Asset: 0.67
Liability: 0.62
Asset: 0.61
Liability: 0.57
BBSW +
0.82%
floating
1
-
US$30
37
(76) US$2,274
3
-
3
(5)
US$149
(1)
-
€ 1
A$300
Asset: 0.70
Liability: 0.71
Asset: 0.74
Liability: 0.70
Asset: 0.69
Liability: 0.66
Asset: 0.87
Liability: 0.91
BBSW +
0.82%
floating
-
93
3
-
7
Cross-currency interest rate swaps
Cash flow hedge
Brent oil contracts
Cash flow hedge
€ 1,250
5.32% fixed
383
-
€ 1,250
5.32% fixed
377
0.257m
barrels
AU$70.34
per barrel
-
(3)
0.696m
barrels
AU$69.50
per barrel
14
-
(7)
(1)
-
-
-
-
Total derivative asset/(liability)
427
(85)
494
(8)
Recognition and measurement
Recognition
Derivative financial instruments are initially recognised at fair
value on the date on which a derivative contract is entered into
and are subsequently remeasured to fair value per note 18(e). The
method of recognising any remeasurement gain or loss depends
on the nature of the item being hedged. For hedging instruments,
any hedge ineffectiveness is recognised directly in the income
statement in the period in which it is incurred. This was immaterial
in the current year.
For the purposes of hedge accounting, hedges are classified as:
• Fair value hedges when they hedge the exposure to changes
in the fair value of a recognised asset, liability or firm
commitment that could affect profit or loss; or
• Cash flow hedges when they hedge a particular risk
associated with the cash flows of recognised assets and
liabilities and highly probable forecast transactions. A hedge
of the foreign currency risk of a firm commitment is accounted
for as a cash flow hedge.
Hedge accounting
At the start of a hedge relationship, the Group formally designates
and documents the hedge relationship, including the risk
management strategy for undertaking the hedge. This includes
identification of the hedging instrument, the hedged item or
transaction, the nature of the risk being hedged and how the entity
will assess the hedging instrument’s effectiveness (including the
analysis of sources of hedge ineffectiveness and how the hedge
ratio is determined). Hedge accounting is only applied where there
is an economic relationship between the hedged item and the
hedging instrument and the hedge ratio of the hedging relationship
is the same as that resulting from actual quantities of the hedged
item and hedging instrument used.
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Wesfarmers 2020 Annual Report
Wesfarmers will discontinue hedge accounting prospectively only
when the hedging relationship, or part of the hedging relationship
no longer qualifies for hedge accounting, which includes where
there has been a change to the risk management objective and
strategy for undertaking the hedge and instances when the hedging
instrument expires or is sold, terminated or exercised. For these
purposes, the replacement or rollover of a hedging instrument into
another hedging instrument is not an expiration or termination if
such a replacement or rollover is consistent with our documented
risk management objective.
Notes to the financial statements: Risk
For the year ended 30 June 2020
19. Hedging (continued)
Hedges that meet the criteria for hedge accounting are classified and accounted for as follows:
Fair value hedges
The Group uses fair value hedges to mitigate the risk of changes in the fair value of foreign currency borrowings from foreign currency
and interest rate fluctuations over the hedging period. Where these fair value hedges qualify for hedge accounting, gains or losses from
remeasuring the fair value of the hedging instrument are recognised within finance costs in the income statement, together with gains or
losses in relation to the hedged item where those gains or losses relate to the risk intended to be hedged. The net amount recognised in
the income statement in this financial year was less than $1 million (2019: $1 million).
The maturity profile of the fair value hedges is shown in note 18(b).
If the hedged item is a firm commitment (and therefore not recognised), the subsequent cumulative change in the fair value of the hedged
risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. The changes in the fair value of the
hedging instrument are also recognised in profit or loss.
The accumulated amount of fair value adjustments which are included in the carrying amount of interest bearing loans and borrowings in
the balance sheet is as follows:
Face value at inception
Change arising from revaluation to spot rates at 30 June
Balance of unamortised discount/premium
Amortised cost
Accumulated amount of fair value hedge adjustment attributable to hedged risk
Carrying amount
2020
2019
Foreign
bonds
$m
1,630
415
2,045
(3)
2,042
-
2,042
Domestic
bonds
$m
500
-
500
-
500
3
503
Foreign
bonds
$m
1,630
399
2,029
(5)
2,024
-
2,024
Domestic
bonds
$m
850
-
850
(1)
849
8
857
There was no material ineffectiveness relating to financial instruments in designated fair value hedge relationships during the year
(2019: nil).
Cash flow hedges
The Group uses cash flow hedges to mitigate the risk of variability of future cash flows attributable to foreign currency fluctuations over
the hedging period associated with our foreign currency borrowings and ongoing business activities, predominantly where we have
highly probable purchase or settlement commitments in foreign currencies. The Group also uses cash flow hedges to hedge variability in
cash flows due to interest rate or natural gas price movements associated with some of our domestic borrowings or forecast natural gas
purchases respectively.
For cash flow hedges, the portion of the gain or loss on the hedging instrument that is effective is recognised directly in equity, while the
ineffective portion is recognised in profit or loss. The maturity profile of these hedges is shown in note 18(b) with the recognition of the gain
or loss expected to be consistent with this profile.
2020
2019
Trade
$m
Foreign
bonds
$m
Foreign
debt
$m
Commodity
hedge
$m
Trade
$m
Foreign
bonds
$m
Foreign
debt
$m
Commodity
hedge
$m
Change in the fair value of
the hedged item
(129)
5
-
(17)
(32)
28
-
(14)
Amounts recognised in equity are transferred to the income statement when the hedged transaction affects profit or loss, such as when
hedged income or expenses are recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or
liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to the income
statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a
hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs.
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Financial statements
Notes to the financial statements: Risk
For the year ended 30 June 2020
20. Impairment of non-financial assets
Testing for impairment
The Group tests property, plant and equipment, goodwill and
intangibles and right-of-use assets for impairment:
• at least annually for indefinite life intangibles and goodwill; and
• where there is an indication that the asset may be impaired
(which is assessed at least each reporting date); or
• where there is an indication that previously recognised
impairment (on assets other than goodwill) may have changed.
Discount rates used in both calculations are based on the weighted
average cost of capital determined by prevailing or benchmarked
market inputs, risk adjusted where necessary. Other assumptions
are determined with reference to external sources of information
and use consistent estimates for variables such as terminal
cash flow multiples. Increases in discount rates or changes in
other key assumptions, such as operating conditions or financial
performance, may cause the recoverable amounts to fall below
carrying values.
Annual impairment testing of intangibles and goodwill is performed
at 31 March each year to coincide with the timing of the annual
corporate plan and business forecast process.
Recognised impairment
Industrial and Safety
The carrying values of mineral rights and capitalised exploration
and evaluation assets are reviewed at each reporting date for
indicators of impairment in accordance with AASB 6 Exploration
for and Evaluation of Mineral Resources (AASB 6), and, when
indicators are identified, tested for impairment in accordance with
AASB 136 Impairment of Assets.
If the asset does not generate independent cash inflows and
its value in use cannot be estimated to be close to its fair value,
the asset is tested for impairment as part of the cash generating
unit (CGU) to which it belongs. Mineral rights or exploration and
evaluation assets are allocated to the CGU to which the exploration
activity relates.
Assets are impaired if their carrying value exceeds their recoverable
amount. The recoverable amount of an asset or CGU is determined
as the higher of its fair value less costs of disposal (FVLCOD) and
value in use (VIU).
Impairment calculations
In assessing VIU, the estimated future cash flows are discounted
to their present value using a discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset or CGU. In determining FVLCOD, a discounted
cash flow model is used based on a methodology consistent with
that applied by the Group in determining the value of potential
acquisition targets, maximising the use of market observed inputs.
These calculations, classified as Level 3 on the fair value hierarchy,
are compared to valuation multiples, or other fair value indicators
where available, to ensure reasonableness.
Inputs to impairment calculations
For VIU calculations, cash flow projections are based on
Wesfarmers’ corporate plans and business forecasts prepared by
management and approved by the Board. The corporate plans
are developed annually with a five-year outlook and, for these
calculations, are adjusted to exclude the costs and benefits of
expansion capital and on the understanding that actual outcomes
may differ from the assumptions used.
In determining FVLCOD, the valuation model incorporates the cash
flows projected over the balance of the current corporate plan
period. These projections are discounted using a risk-adjusted
discount rate commensurate with a typical market participant’s
assessment of the risk associated with the projected cash flows.
For both the VIU and FVLCOD models, cash flows beyond the
five-year corporate plan period are extrapolated using estimated
growth rates, which are based on Group estimates, taking into
consideration historical performance as well as expected long-term
operating conditions. Growth rates do not exceed the consensus
forecasts of the long-term average growth rate for the industry in
which the CGU operates.
The potential impacts of COVID-19 have been considered in the
Group's impairment testing through downside scenario analysis.
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Wesfarmers 2020 Annual Report
In the second half of financial year 2020, the deterioration in
economic conditions resulted in lower customer demand, and,
along with uncertainty as to future economic conditions in a
COVID-19 affected environment, impacted the forecast profitability
of the Industrial and Safety division, requiring an impairment of
goodwill and other assets.
Impairment of $40 million ($28 million post-tax) was recognised
on other assets where the recoverable amount of the assets was
determined to be nil. In addition, the Industrial and Safety CGU
was tested for impairment and as the carrying value exceeded its
recoverable amount, impairment of $270 million was recognised
against goodwill.
The methodology and key assumptions applied in assessing the
recoverable amount of the Industrial and Safety CGU are outlined
on the following page.
Kmart Group - Target business
During the year, the first phase of the strategic review into the
operations of Target was completed, identifying a number of
actions to accelerate the growth of Kmart and address the
unsustainable financial performance of Target. These actions
included the conversion of suitable Target stores to Kmart stores,
the closure of a number of Target stores and a restructuring of the
Target store support offi ce.
In conjunction with the restructuring, and as a result of the
under-performance of Target stores, the Target trading store
CGUs, including associated distribution centre and support office
assets, were tested for impairment, resulting in total pre-tax
impairments to store plant and equipment of $133 million and lease
right-of-use assets of $161 million. As the remaining significant
asset associated with Target is the Target brand name, the value of
which is supported by the cash flows of the underlying stores, an
impairment test was also conducted to determine the recoverable
amount of the brand name, resulting in a pre-tax impairment of
$231 million.
The impairment recognised on Target assets as described above
totalled $525 million ($437 million post-tax). The key assumptions
for assessing the recoverable amounts of the Target assets are
outlined on the following page.
Reversal of impairment
Where there is an indication that previously recognised impairment
losses may no longer exist or have decreased, the asset is tested.
If there has been a change to the estimates used to determine
the asset’s recoverable amount since the last impairment loss
was recognised, the carrying value of the asset is increased to
its recoverable amount. That increased amount cannot exceed
the carrying value that would have been determined, net of
depreciation, had no impairment loss been recognised for the
asset in prior years. Such reversal is recognised in profit or loss
and the depreciation charge is adjusted in future periods to
allocate the asset’s revised carrying value, less any residual value,
on a systematic basis over its remaining useful life. Impairments
recognised against goodwill are not reversed.
There were no material reversals of impairment during the
2020 financial year.
Notes to the financial statements: Risk
For the year ended 30 June 2020
20. Impairment of non-financial assets (continued)
Key estimates: impairment of non-financial assets
Industrial and Safety CGU
The key assumptions used for assessing the recoverable amount of the Industrial and Safety CGU are set out below. The
recoverable value has been determined using the FVLCOD methodology.
Earnings growth over the forecast period is supported by a transformation program, which is currently underway, to invest in
a new enterprise-wide resource planning system and data and digital systems to realise productivity improvements, improve
customer experience, enhance supply chain efficiency, build merchandising capability and sales force effectiveness designed to
increase market share.
The post-tax discount rates incorporate a risk-adjustment relative to the risks associated with the net post-tax cash flows being
achieved, while the growth rates beyond FY2025 are based on market estimates of the long-term average industry growth rate.
Discount rate (post-tax)
Growth rate beyond corporate plan (nominal)
Headroom as a percentage of the CGU’s net carrying value
Terminal value as a percentage of the CGU’s recoverable value
Industrial and Safety
2019
2020
11.1%
2.5%
-
86.4%
9.0%
3.0%
4.4%
83.8%
As the Industrial and Safety CGU's carrying value has been impaired to its recoverable amount at 30 June 2020, any adverse
movements in key assumptions may lead to further impairment. The forecast improvement in the CGU's financial performance is
expected to occur in the medium term given the lead time in application of the transformation program.
The recoverable value of Industrial and Safety is sensitive to changes in its discount rate and its forecast terminal cash flow that
drives terminal value. A 60 basis point increase in its discount rate or a ten per cent reduction in its forecast terminal cash flow
would result in an approximate $100 million additional impairment to the carrying value of the Industrial and Safety CGU.
Kmart Group CGU - Target business (including brand, store and other assets)
Trading store CGUs
The recoverable amounts for each of the trading store CGUs were determined using VIU calculations, based on forecast cash
flows for those stores over their respective remaining lives, incorporating the planned outcomes of the committed restructuring
plan. Each trading store CGU primarily comprised store plant and equipment and right-of-use assets. A post-tax discount rate of
12.0 per cent was adopted in the impairment calculation. Distribution centre and support office assets associated with the stores
were also tested for impairment. A majority of store CGUs were impaired to their recoverable amounts at 30 June 2020 and an
impairment loss of $294 million was recognised. Any adverse movements in key assumptions may lead to further impairment.
Target brand
As part of the impairment of the Target business, the recoverable amount of the Target brand was assessed on a FVLCOD basis,
using the relief from royalty methodology. The key assumptions applied in the valuation are set out below.
Discount rate (post-tax)
Royalty rate
Terminal growth rate (nominal)
Target brand
2020
12.0%
0.7%
2.5%
The other key assumption applied in the brand valuation are forecast revenues, which are consistent with the assumptions
applied in the store impairment testing but include online sales. As the Target brand's carrying value has been impaired to its
recoverable amount of $62 million at 30 June 2020, any adverse movements in key assumptions may lead to further impairment.
Australian Light Minerals (ALM)
In accordance with AASB 6, the Group has assessed the mineral rights asset (Mt Holland lithium project), held by ALM for
indicators of impairment. Given the relative decline in short-term lithium hydroxide prices, the life-of-mine valuation model
prepared at acquisition was updated to assess the potential impact of the decline in pricing on the project at 30 June 2020.
Based on the sensitivities performed, management does not consider the decline in pricing to be an indicator of impairment.
The Group intends to continue to enhance the project economics, with the aim of reaching a final investment decision in the first
quarter of the calendar year 2021. The recoverability of the carrying amount is dependent on the successful development and
commercial exploitation, or alternatively, sale of the area of interest.
Other CGUs
The Group has assessed the recoverable amounts of other CGUs with goodwill and other indefinite life intangible assets using
VIU calculations and considered potential downside scenarios in respect of the impact of COVID-19. Discount rates applied in
the impairment testing for the Bunnings, Kmart Group and Officeworks CGUs ranged from 9.3 per cent to 10.6 per cent. Terminal
growth rates ranging from 2.0 per cent to 2.6 per cent were also applied. Based on current economic conditions and CGU
performances, other than as noted above, no reasonably possible change in a key assumption used in the determination of the
recoverable value of CGUs would result in a material impairment to the Group.
Wesfarmers 2020 Annual Report
151
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r
Financial statements
Notes to the financial statements: Group information
For the year ended 30 June 2020
21. Associates and joint arrangements
Consolidated
2020
$m
2019
$m
625
85
710
3,337
56
3,393
3,337
705
193
(157)
(50)
-
(1,819)
232
(68)
-
3
(106)
-
(879)
2,571
-
625
3,337
193
-
20
(1)
212
227
(1)
2
-
228
Investment in associates
Interest in joint ventures
Movement in investment in associates
Net carrying amount at the beginning of
the year
Share of net profit from operations of
associates
Dividends
Capital returns
Movement in reserves
Associates disposed of during the year
Value of retained interest in Coles at date
of demerger
Associate derecognised during the year
Net carrying amount at the end of the
year
Total comprehensive income from
associates and joint ventures
Share of net profit from associates
Other comprehensive loss of associates
Share of profits from joint ventures
Other comprehensive income of joint ventures
Total comprehensive income for the year
Recognition and measurement
Investment in associates
The Group’s investments in its associates, being entities in which the
Group has significant influence and are neither subsidiaries or joint
arrangements, are accounted for using the equity method. Under this
method, the investment in associate is carried in the balance sheet
at cost plus any post-acquisition changes in the Group’s share of the
net assets of the associate.
Goodwill relating to associates is included in the carrying amount
of the investment and is not amortised. After application of the
equity method, the Group determines whether it is necessary to
recognise any additional impairment loss with respect to the Group’s
investment. The income statement reflects the Group’s share of the
results of the operations of the associate.
Where there has been a change recognised directly in the equity of
the associate, the Group recognises its share of any changes and
discloses this in the statement of comprehensive income.
Where the reporting dates of the associates and the Group vary,
management accounts of the associate for the period to the Group’s
balance date are used for equity accounting. The accounting policies
of associates are consistent with those used by the Group for like
transactions and events in similar circumstances.
Investment properties owned by associates are initially measured at
cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at fair value, which reflects market
conditions at the balance sheet date. Gains or losses arising from
changes in the fair values of investment properties are recognised in
profit or loss of the associate, in the year in which they arise. This is
consistent with the Group’s policy.
BWP Trust
The Group has a 24.8 per cent interest in BWP Trust. The Group's
interest in BWP Trust is accounted for using the equity method in
the consolidated financial statements. The fair value of the Group's
interest, by reference to the closing share price of BWP Trust on
30 June 2020, was $610 million (Level 1 in the fair value hierarchy).
The following table summarises the financial information of the
Group's investment in BWP Trust.
Summarised balance sheet
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Group's share of BWP Trust's net assets
Summarised income statement
Revenue
Expenses
Unrealised gains in fair value
Profit attributable to the unit holders of
BWP Trust
Group's share of profit for the period
Coles Group Limited
2020
$m
68
2,419
78
506
1,903
472
156
(39)
94
211
52
2019
$m
50
2,265
92
416
1,807
448
156
(40)
53
169
42
The Group has a retained interest of 4.9 per cent (2019: 15 per cent)
in Coles following the sale of 4.9 per cent of its interest on
18 February 2020, and a further 5.2 per cent on 30 March 2020
for total proceeds of $2,109 million, net of transaction costs. The
pre-tax gain on sale is $510 million ($357 million post-tax), which
includes a pre-tax revaluation gain of $220 million ($154 million
post-tax) upon cessation of equity accounting and the recognition
of a financial asset measured at fair value. Prior to the sale of the
10.1 per cent interest in Coles, the Group's share of profit for the
period 1 July 2019 to 30 March 2020 was $111 million and the
Group received dividends from Coles of $111 million.
Following the demerger of Coles in November 2018, the Group's
15 per cent retained interest in Coles was accounted for using
the equity method in the consolidated financial statements as the
Group had determined that it had significant influence due to its
voting power, representation on the Coles board, its influence on
the dividend policy and the existence of an ongoing relationship
formalised through a relationship deed. As a result of the sale of
10.1 per cent of the Group's interest in Coles, the Group no longer
has significant influence and therefore the investment no longer
meets the criteria to be accounted for as an associate. The retained
interest in Coles is accounted for as a financial asset measured
at FVOCI and is presented within other financial assets on the
balance sheet.
Interests in joint arrangements
The Group recognises its share of the assets, liabilities, expenses
and income from the use and output of its joint operations. The
Group’s investments in its joint ventures are accounted for using
the equity method.
152
Wesfarmers 2020 Annual Report
Notes to the financial statements: Group information
For the year ended 30 June 2020
21. Associates and joint arrangements (continued)
Key judgement: control and significant influence
The Group has a number of management agreements with associates and joint arrangements it considers when determining
whether it has control, joint control or significant influence. The Group assesses whether it has the power to direct the relevant
activities of the investee by considering the rights it holds to appoint or remove key management and the decision-making rights
and scope of powers specified in the contract.
Where the Group has the unilateral power to direct the relevant activities of an investee, the Group then assesses whether the
power it holds is for its own benefit (acting as principal) or for the benefit of others (acting as agent). This determination is based
on a number of factors including an assessment of the magnitude and variability of the Group’s exposure to variable returns
associated with its involvement with the investee. In an agency capacity, the Group is considered to be acting on behalf of other
parties and therefore does not control the investee when it exercises its decision-making powers.
Interests in associates and joint arrangements
Principal activity
Reporting date
Country of
incorporation
Associates
BWP Trust
Coles Group Limited
Food and staples retailing
Property investment
30 June
30 June
Gresham Partners Group Limited
Investment banking
30 September
Gresham Private Equity Funds1
Private equity fund
Queensland Nitrates Management Pty Ltd Chemical manufacture
Queensland Nitrates Pty Ltd
Chemical manufacture
Wespine Industries Pty Ltd
Pine sawmillers
30 June
30 June
30 June
30 June
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership
2020
2019
%
%
24.8
(a)
50.0
-
50.0
50.0
50.0
24.8
15.0
50.0
(b)
50.0
50.0
50.0
Joint operations
Sodium Cyanide
Mt Holland Lithium
Joint ventures
BPI NO 1 Pty Ltd
Covalent Lithium Pty Ltd
Loyalty Pacific Pty Ltd2
Sodium cyanide manufacture
30 June
Lithium development
31 December
Australia
Australia
75.0
50.0
75.0
-
Property management
Management company
Loyalty programs
30 June
31 December
28 June
Australia
Australia
Australia
(c)
50.0
50.0
(c)
-
50.0
1 Gresham Private Equity Fund No. 2 was wound up on 15 November 2019.
2
A wholly-owned subsidiary, Wesfarmers Loyalty Management Pty Ltd, has a 50.0 per cent interest in Loyalty Pacific Pty Ltd (flybuys).
(a) A wholly-owned subsidiary, Wesfarmers' Retail Holdings Pty Ltd, has a 4.9 per cent interest in Coles Group Limited. The retained interest in Coles no longer meets the
criteria to be accounted for as an associate and is accounted for as a financial asset measured at FVOCI.
(b) Gresham Private Equity Funds: While the Group’s interest in the unitholders’ funds of Gresham Private Equity Fund No. 2 amounted to greater than 50.0 per cent, it was
not a controlled entity as the Group did not have the practical ability to direct its relevant activities. Such control required a unitholders’ resolution of 75.0 per cent of
votes pursuant to the Funds’ trust deeds.
(c) BPI NO 1 Pty Ltd: While the Group owns the only equity share in BPI NO 1 Pty Ltd, the Group’s effective interest approximates 50.0 per cent and joint control is effected
through contractual arrangements with the joint venture partner.
Wesfarmers 2020 Annual Report
153
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r
Financial statements
Notes to the financial statements: Group information
For the year ended 30 June 2020
22. Subsidiaries
The consolidated financial statements include the financial statements of Wesfarmers Limited and the subsidiaries listed in the
following table:
Entity
A.C.N. 003 921 873 Pty Limited
A.C.N. 004 191 646 Pty Ltd
A.C.N. 007 870 484 Pty Ltd
A.C.N. 008 734 567 Pty Ltd
A.C.N. 061 462 593 Pty Ltd
A.C.N. 092 194 904 Pty Ltd
A.C.N. 112 719 918 Pty Ltd
AEC Environmental Pty Ltd
ANKO Global Holdings Pty Ltd
ANKO Retail Incorporated
Australian Gold Reagents Pty Ltd
Australian Graphics Pty Ltd
Australian International Insurance
Limited
Australian Light Minerals Pty Ltd
(formerly Kidman Resources Limited)
Australian Underwriting Holdings
Limited
Australian Underwriting Services Pty
Ltd
Australian Vinyls Corporation Pty Ltd
AVC Holdings Pty Ltd
AVC Trading Pty Ltd
BBC Hardware Limited
BBC Hardware Properties (NSW) Pty
Ltd
BBC Hardware Properties (Vic) Pty Ltd
Blacksmith Jacks Pty Ltd
Blackwoods 4PL Pty Ltd
Blackwoods Training Pty Ltd
Blackwoods Xpress Pty Ltd
BPI Management Pty Ltd
BrandsExclusive (Australia) Pty Ltd
BUKI (Australia) Pty Ltd
Bullivants International Pty Ltd
Bullivants Pty Limited
Bunnings (NZ) Limited
Bunnings Group Limited
Bunnings Joondalup Pty Ltd
Bunnings Limited
Bunnings Management Services Pty
Ltd
Bunnings Manufacturing Pty Ltd
Bunnings Properties Pty Ltd
Bunnings Technologies India Private
Limited
BWP Management Limited
C S Holdings Pty Limited
+
(cid:93)
+
@
+
+
+
+
+
@
+
+
(cid:132)
+
# (cid:132)
+
+
@ (cid:122)
<
+
154
Wesfarmers 2020 Annual Report
2020
%
2019
%
Entity
2020
%
2019
%
100
100
100
100
100
100
100
100
100
100
75
100
100
100
100
100
100
100
100
100
100
100
75
100
Campbells Hardware & Timber Pty
Limited
Casey Exploration Pty Ltd
Catch Essentials Pty Ltd
Catch Group Holdings Limited
Catch Group Share Holdings Pty Ltd
Catch.com.au Pty Ltd
CGNZ Finance Limited
Chemical Holdings Kwinana Pty Ltd
CMNZ Investments Pty Ltd
ConsortiumCo Pty Ltd
Coo-ee Investments Pty Limited
Coregas NZ Limited
100
100
Coregas Pty Ltd
Crowl Creek Exploration Pty Ltd
CSBP Ammonia Terminal Pty Ltd
CSBP Limited
CTE Pty Ltd
Cuming Smith and Company Limited
Dairy Properties Pty Ltd
Dowd Corporation Pty Ltd
Eastfarmers Pty Ltd
ECC Pty Ltd
ENV.Australia Pty Ltd
Environmental and Licensing
Professionals Pty Ltd
FIF Investments Pty Limited
Forrestania Lithium Pty Ltd
Fosseys (Australia) Pty Ltd
Geeks2U Holdings Pty Limited
Geeks2U International Pty Limited
Geeks2U IP Pty Limited
Geeks2U NZ Limited
Geeks2U Pty Limited
Geeks2U UK Limited
GPML Pty Ltd
Greencap Holdings Limited
Greencap Pty Ltd
HouseWorks Co Pty Ltd
Howard Smith Limited
Incorporatewear Limited
Incorporatewear, Unipessoal LDA
J Blackwood & Son Pty Ltd
James Patrick & Co Pty Ltd
(in liquidation)
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
-
100
100
@
@
@ +
@
@ +
(cid:132)
+
(cid:132)
+
@
+
+
@
+
(cid:132)
~ (cid:83)
+
# (cid:83)
< (cid:153)
+
KAS Direct Sourcing Private Limited
# (cid:122)
KAS Global Trading Pty Limited
(cid:141)
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Notes to the financial statements: Group information
For the year ended 30 June 2020
22. Subsidiaries (continued)
Entity
KAS International Sourcing
Bangladesh Pvt Ltd
KAS International Trading (Shanghai)
Company Limited
KAS Pty Limited
KAS Services India Private Limited
Kidman Barrow Creek Pty Ltd
Kidman Gold Pty Ltd
Kidman Mining Pty Ltd
Kleenheat Pty Ltd
Kmart Australia Limited
Kmart Group Asia Pty Ltd
Kmart Holdings Pty Ltd
Kmart NZ Holdings Limited
Kwinana Nitrogen Company
Proprietary Limited
Lawvale Pty Ltd
Liftco Pty Limited
Loggia Pty Ltd
Manacol Pty Limited
MC2 Pacific Pty Ltd
Meredith Distribution (NSW) Pty Ltd
Meredith Distribution Pty Ltd
MH Gold Pty Limited
Millars (WA) Pty Ltd
Modwood Technologies Pty Ltd
Montague Resources Australia Pty Ltd
Mumgo Pty Ltd
Neat N’ Trim Uniforms Pty Ltd
NZ Finance Holdings Pty Limited
Officeworks Businessdirect Pty Ltd
Officeworks Holdings Pty Ltd
Officeworks Ltd
Officeworks NZ Limited
Officeworks Property Pty Ltd
Pailou Pty Ltd
Patrick Operations Pty Ltd
Petersen Bros Pty Ltd
Premier Power Sales Pty Ltd
Protector Alsafe Pty Ltd
Protex Healthcare (Aus) Pty Ltd
PT Blackwoods Indonesia
R & N Palmer Pty Ltd
Rapid Evacuation Training Services
Pty Ltd
Relationship Services Pty Limited
Retail Australia Consortium Pty Ltd
Retail Investments Pty Ltd
SBS Rural IAMA Pty Limited
(cid:91)
(cid:88)
(cid:141)
(cid:122)
@
@
@
+
+
(cid:132)
+
+
+
@
@
@
(cid:132)
+
+
(cid:132)
+
(cid:129)
2020
%
2019
%
Entity
2020
%
2019
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
-
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Scones Jam n Cream Pty Ltd
Sellers (SA) Pty Ltd
Share Nominees Limited
Sotico Pty Ltd
Target Australia Pty Ltd
Target Australia Sourcing (Shanghai)
Co Ltd
Target Australia Sourcing Limited
Target Holdings Pty Ltd
TheActive Pty Ltd
The Builders Warehouse Group Pty
Limited
The Franked Income Fund
The Westralian Farmers Limited
The Workwear Group HK Limited
The Workwear Group Holding Pty Ltd
The Workwear Group Pty Ltd
Tincorp Holdings Pty Ltd
Trimevac Pty Ltd
Tyremaster (Wholesale) Pty Ltd
Ucone Pty Ltd
Validus Group Pty Ltd
Valley Investments Pty Ltd
Viking Direct Pty Limited
W4K.World 4 Kids Pty Ltd
Wesfarmers Agribusiness Limited
Wesfarmers Bengalla Management
Pty Ltd
Wesfarmers Bengalla Pty Ltd (formerly
Wesfarmers Bengalla Limited)
Wesfarmers Bunnings Limited
Wesfarmers Chemical US Holdings
Corp
Wesfarmers Chemicals, Energy &
Fertilisers Limited
Wesfarmers Coal Resources Pty Ltd
Wesfarmers Department Stores
Holdings Pty Ltd
Wesfarmers Emerging Ventures Pty
Ltd
Wesfarmers Energy (Gas Sales)
Limited
Wesfarmers Energy (Industrial Gas)
Pty Ltd
Wesfarmers Fertilizers Pty Ltd
Wesfarmers Gas Limited
Wesfarmers Holdings Pty Ltd
Wesfarmers Industrial & Safety
Holdings NZ Limited
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
+
# (cid:88)
# (cid:141)
+
@
+
# (cid:141)
+
+
@
+
+
+
+
+
(cid:93)
+
+
+
+
+
+
# (cid:132)
100
100
Wesfarmers Industrial & Safety NZ
Limited
(cid:132)
100
100
Wesfarmers 2020 Annual Report
155
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A
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i
s
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e
p
o
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S
e
g
m
e
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t
i
n
f
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a
t
i
o
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G
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f
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a
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c
e
G
r
o
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b
a
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a
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e
s
h
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C
a
p
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t
a
l
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R
s
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G
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o
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a
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O
t
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r
Financial statements
Notes to the financial statements: Group information
For the year ended 30 June 2020
Entity acquired/incorporated during the year
Entity dissolved/deregistered during the year
Audited by firms of Ernst & Young International
Audited by other firms of accountants
An ASIC-approved deed of cross guarantee has been
entered into by Wesfarmers Limited and these entities
All subsidiaries are incorporated in Australia unless
identified by one of the following symbols:
Bangladesh
Bermuda
China
Hong Kong
India
Indonesia
New Zealand
Portugal
Singapore
United Arab Emirates
United Kingdom
United States of America
@
~
#
<
+
(cid:91)
(cid:87)(cid:3)
(cid:88)
(cid:141)
(cid:122)(cid:3)
(cid:129)
(cid:132)(cid:3)
(cid:153)
(cid:97)
(cid:84)(cid:3)
(cid:83)(cid:3)
(cid:93)(cid:3)
All entities utilise the functional currency of the country
of incorporation with the exception of Wesfarmers Risk
Management Limited, which utilises the Australian dollar
and KAS International Trading (Shanghai) Company
Limited, PT Blackwoods Indonesia and Wesfarmers Oil &
Gas Pty Ltd, which utilise the US dollar.
2020
%
2019
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
(cid:88)
100
100
100
100
100
49
100
100
100
100
-
49
100
100
22. Subsidiaries (continued)
Entity
Wesfarmers Industrial and Safety Pty
Ltd
Wesfarmers Insurance Investments
Pty Ltd
Wesfarmers International Holdings
Pty Ltd
Wesfarmers Investments Pty Ltd
Wesfarmers Kleenheat Gas Pty Ltd
Wesfarmers Lithium Pty Ltd
Wesfarmers LNG Pty Ltd
Wesfarmers Loyalty Management Pty
Ltd
Wesfarmers LPG Pty Ltd
Wesfarmers New Energy Holdings
Pty Ltd
Wesfarmers Oil & Gas Pty Ltd
Wesfarmers Online Retail Holdings
Pty Ltd
Wesfarmers Provident Fund Pty Ltd
Wesfarmers Resources Pty Ltd
(formerly Wesfarmers Resources
Limited)
Wesfarmers Retail Holdings Pty Ltd
Wesfarmers Retail Pty Ltd
Wesfarmers Risk Management
(Singapore) Pte Ltd
+
+
+
+
+
+
+
+
+
+
(cid:97)
Wesfarmers Risk Management Limited # (cid:87)
+
+
Wesfarmers Securities Management
Pty Ltd
Wesfarmers Superannuation Pty Ltd
Wesfarmers Transport Limited
Weskem Pty Ltd
Westralian Farmers Superphosphates
Limited
WEV Capital Investments Pty Ltd
WFCL Investments Pty Ltd
WIS International Pty Ltd
WIS Solutions Pty Ltd
WIS Supply Chain Management
(Shanghai) Co Ltd
WPEQ Pty Ltd (formerly Wesfarmers
Private Equity Pty Ltd)
WPP Holdings Pty Ltd
WW E-Services Australia Pty Limited
WWG Middle East Apparel Trading
LLC
@
(cid:84)
XCC (Retail) Pty Ltd
Yakka Pty Limited
156
Wesfarmers 2020 Annual Report
Notes to the financial statements: Group information
For the year ended 30 June 2020
Acquisition of Kidman Resources Limited
On 23 September 2019, Wesfarmers, through its wholly-owned
subsidiary Wesfarmers Lithium Pty Ltd, completed the acquisition
of all the issued ordinary shares in Kidman. The cash payment of
$1.90 per share to Kidman shareholders was funded from existing
banking facilities.
Upon completion of the transaction, Wesfarmers holds a
50 per cent interest in the Mt Holland lithium project based in
Western Australia.
The acquisition has been accounted for as an asset acquisition
as the transaction did not meet the definition of a business
combination in accordance with AASB 3 Business Combinations.
Details of the carrying values of identifiable assets and liabilities as
at the date of acquisition are:
Kidman
Assets
Cash
Mineral rights
Deferred tax assets
Other
Liabilities
Trade payables
Carrying value of identifiable net assets
Purchase price
allocation
$m
33
790
2
1
50
776
23. Acquisitions
Business combination - Acquisition of Catch
Group Holdings Limited
On 12 August 2019, Wesfarmers, through its wholly-owned
subsidiary Wesfarmers Online Retail Holdings Pty Ltd, completed
the acquisition of Catch for consideration of $230 million.
Catch is an established, profitable and cash-generative business
that operates an online business model offering branded products
on a first-party basis and a third-party online marketplace. The
acquisition of Catch is expected to accelerate the digital and
e-commerce capabilities of Kmart Group.
Details of the fair values of identifiable assets and liabilities as at the
date of acquisition are:
Catch
Assets
Cash
Receivables - trade and other
Inventories
Property, plant and equipment
Right-of-use assets
Intangible assets
Other
Liabilities
Trade and other payables
Lease liabilities
Provisions
Deferred tax liabilities
Other
Fair value of identifiable net assets
Goodwill arising on acquisition
Purchase consideration transferred
Cash outflow on acquisition
Net cash acquired
Cash paid
Net cash outflow on acquisition
Fair value
recognised on
acquisition
$m
5
2
44
26
26
52
15
30
32
7
4
10
87
140
227
(5)
227
222
From the date of acquisition, the contribution to the Group's
revenue from Catch was $364 million.
Had the acquisition of Catch occurred at the beginning of the
financial year and had the same fair values detailed above applied,
neither the profit nor revenue of the Group would have been
materially different from that reported.
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Group information
For the year ended 30 June 2020
25. Deed of Cross Guarantee
The subsidiaries identified with a ‘+’ in note 22 are parties to a
Deed of Cross Guarantee under which each party has guaranteed
to pay any deficiency in the event of the winding up of any of the
members in the Closed Group. By entering into the Deed, the
wholly-owned entities have been relieved from the requirement
to prepare a financial report and directors’ report under ASIC
Corporations (Wholly-owned companies) Instrument 2016/785.
These subsidiaries and Wesfarmers Limited together referred to
as the ‘Closed Group’, either originally entered into the Deed on
27 June 2008, or have subsequently joined the Deed by way of an
Assumption Deed.
The consolidated income statement and retained earnings of the
entities that are members of the Closed Group is as follows:
Consolidated income statement and
retained earnings
Profit from continuing operations before
income tax
Profit from discontinued operations before
income tax
Income tax expense
Net profit for the year
Retained earnings at beginning of year
Remeasurement gain on defined benefit
plan, net of tax
Adjustment for companies transferred into/
out of the Closed Group
Transfer of gain on demerger
Total available for appropriation
Dividends provided for or paid
Retained earnings at end of year
Consolidated statement of comprehensive
income
Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of
foreign operations
Changes in the fair value of cash flow
hedges, net of tax
Items that will not be reclassified to profit or loss:
Changes in the fair value of financial assets
designated at FVOCI, net of tax
Remeasurement loss on defined benefit plan
Other comprehensive loss for the year, net
of tax
Total comprehensive income for the year,
net of tax, arising from:
Continuing operations
Discontinued operations
Deed
2020
$m
2019
$m
2,542
2,981
-
(671)
1,871
(304)
5,270
(833)
7,418
172
-
(1)
(481)
-
1,086
(1,734)
(648)
(101)
(4,164)
3,324
(3,628)
(304)
Deed
2020
$m
2019
$m
1,871
7,418
-
(87)
16
-
(2)
(49)
-
(1)
(71)
(52)
1,800
-
1,800
2,202
5,164
7,366
24. Parent disclosures
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Equity attributable to equity holders of the
parent
Issued capital
Employee reserved shares
Retained earnings
Dividends reserve
Restructure tax reserve
Hedging reserve
Share-based payments reserve
Demerger reserve
Total equity
Parent
2020
$m
2019
$m
11,194
6,113
17,307
10,659
6,088
16,747
1,235
2,187
3,422
13,885
974
2,640
3,614
13,133
15,724
2
1,460
292
150
(23)
44
(3,764)
13,885
15,724
2
723
292
150
(41)
47
(3,764)
13,133
Profit attributable to members of the parent
2,471
7,251
Total comprehensive income for the year,
net of tax, attributable to members of the
parent
Contingencies
Contingent liabilities at balance date, not
included in this financial report, were as
follows:
2,464
7,229
Trading guarantees
157
196
Wesfarmers is party to various legal actions that have arisen in the
normal course of business. It is expected that any liabilities arising
from such legal action would not have a material adverse effect on
the Group’s financial report.
Dividends reserve
The dividends reserve was created by the parent entity for
the purposes of segregating profits from which dividends to
shareholders can be paid.
Guarantees
Wesfarmers Limited and certain Australian controlled entities are
parties to a Deed of Cross Guarantee (the Deed).
Parent entity financial information
The financial information for the parent entity has been prepared on
the same basis as the consolidated financial statements, except as
set out below.
Investments in subsidiaries, associates and joint
venture entities
Investments in subsidiaries, associates and joint venture entities
are accounted for at cost in the financial statements of the parent.
Dividends received from associates are recognised in the parent
entity’s profit or loss when its right to receive the dividend is
established.
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Notes to the financial statements: Group information
For the year ended 30 June 2020
25. Deed of Cross Guarantee (continued)
The consolidated balance sheet of the entities that are members of
the Closed Group is as follows:
26. Related party transactions
Consolidated balance sheet
Assets
Current assets
Cash and cash equivalents
Receivables - trade and other
Receivables - related parties
Inventories
Derivatives
Other
Total current assets
Non-current assets
Receivables
Investment in controlled entities
Investment in associates and joint ventures
Other financial assets
Deferred tax assets
Property, plant and equipment
Goodwill and intangible assets
Right-of-use assets
Derivatives
Other
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Interest-bearing loans and borrowings
Lease liabilities
Income tax payable
Provisions
Derivatives
Other
Total current liabilities
Non-current liabilities
Payables
Interest-bearing loans and borrowings
Lease liabilities
Provisions
Derivatives
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserved shares
Retained earnings
Reserves
Total equity
Deed
2020
$m
2019
$m
2,707
909
956
3,443
41
206
8,262
-
3,093
239
1,123
727
3,313
3,739
5,844
386
2
18,466
26,728
3,590
503
920
384
997
81
158
6,633
973
2,033
5,932
328
4
81
9,351
15,984
10,744
15,809
(89)
(648)
(4,328)
10,744
621
842
-
3,870
101
146
5,580
134
3,570
2,899
-
310
3,619
3,972
-
393
7
14,904
20,484
3,222
350
-
205
814
7
140
4,738
1,041
2,523
-
370
1
89
4,024
8,762
11,722
15,809
(81)
(304)
(3,702)
11,722
Transactions with related parties
Associates
Lease rent paid
Operating lease rent received
Financial advisory fees paid
Management fees received
Sales of goods and services
Purchases of goods and services
Consolidated
2020
$'000
2019
$'000
140,982
(13,255)
9
(14,364)
(36,546)
2,889
147,094
(15,411)
14,569
(13,457)
(33,870)
2,512
Joint arrangements
Lease rent paid
Payments for loyalty program
Receipts from loyalty program redemption
Sales of goods and services
Purchases of goods and services
25,202
24,507
(33,439)
(1,402)
503
26,226
16,337
(26,022)
(1,274)
-
Outstanding balances with related
parties
Associates
Amounts receivable from associates
Amounts owing to associates
10,528
(195)
23,625
(5,845)
Joint arrangements
Amounts receivable from joint ventures
Amounts owing to joint ventures
7,123
(169,425)
6,013
(164,964)
The Group entered into transactions with related parties during the
year as follows:
• Rent for retail stores and warehouses has been paid by the
Group to an associated entity, BWP Trust, and to a joint
arrangement, BPI No. 1 Pty Ltd. Rent has been received from
an associate for the sublease of rental space.
• Management fees have been received from an associated
entity, BWP Trust, on normal commercial terms and conditions
for staff and other services provided to associates.
• Amounts have been paid to and received from
Loyalty Pacific Pty Ltd for the operation of the flybuys loyalty
program.
• Partly-owned subsidiaries of an associate of the Group,
Gresham Partners Group Limited, have provided office
accommodation and advisory services to Wesfarmers and
were paid fees of $9,159 in 2020 (2019: $14,568,706).
• Other related party transactions include sales and purchases
to associates and joint arrangements on normal commercial
terms and conditions.
Coles Group Limited was a related party for the period in which it
was an associate, 1 July 2019 to 30 March 2020.
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Other
For the year ended 30 June 2020
27. Commitments and contingencies
28. Events after the reporting period
Consolidated
2020
$'000
2019
$'000
4,005
4,433
588
2,731
465
-
5,058
917
115
8,196
473
311
215
129
140
828
5,886
182
622
8,818
Operating lease commitments
Group as lessor
Within one year
Greater than one year but not more than
five years
More than five years
Capital commitments1
Within one year
Commitments arising from agreements to
invest in Gresham Private Equity Funds
Other expenditure commitments1
Within one year
Greater than one year but not more than
five years
More than five years
Contingencies1
Trading guarantees
Consolidated
2020
$m
2019
$m
21
55
23
99
25
61
32
118
270
278
-
270
2
280
85
112
93
75
253
181
161
454
157
196
Dividends
A fully-franked final dividend of 77 cents per share resulting
in a dividend payment of $873 million and a fully-franked
special dividend of 18 cents per share resulting in a payment
of $204 million were determined with a payment date of
1 October 2020. The special dividend reflects the distribution of
profits on the sale of the Group’s 10.1 per cent interest in Coles
during FY2020. These dividends have not been provided for in the
30 June 2020 full-year financial statements.
29. Auditors' remuneration
Fees to Ernst & Young (Australia)
Fees for the audit and review of the
financial reports of the Group and any
controlled entities
Fees for other assurance and
agreed-upon-procedures services
Fees for other services
- tax compliance
- other
1 Commitments arising for capital expenditure and other expenditure contracted
for at balance date and contingent liabilities at balance date are not included in
this financial report.
Guarantees
The Group has issued a number of bank guarantees to third parties
for various operational and legal purposes. It is not expected that
these guarantees will be called on.
Other
Certain companies within the Group are party to various legal
actions that have arisen in the normal course of business. It is
expected that any liabilities arising from such legal action would not
have a material effect on the Group’s financial performance.
Fees to other overseas network firms of
Ernst & Young (Australia)
Fees for the audit and review of the
financial reports of the Group and any
controlled entities
Fees for other assurance and
agreed-upon-procedures services
Fees for other services
- tax compliance
Total auditors' remuneration
Other assurance and agreed-upon-procedures services and other
services represent 23.9 per cent (2019: 25.7 per cent, excluding
services provided to the Group in relation to the Coles demerger)
of the total fees paid or payable to Ernst & Young and related
practices for the year ended 30 June 2020.
Auditors’ remuneration includes amounts reimbursed to the
auditors for incidental costs incurred in completing their services.
The remuneration for the comparative period has been restated to
include these incidental costs.
160
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Notes to the financial statements: Other
For the year ended 30 June 2020
30. Other accounting policies
(a) New and amended accounting standards and
interpretations adopted from 1 July 2019
All new and amended Australian Accounting Standards and
Interpretations mandatory to the Group as at 1 July 2019 have been
adopted and include:
AASB 16 Leases
Prior to the adoption of AASB 16, the Group classified each
of its leases (as lessee) at inception as either finance leases or
operating leases under AASB 117. Operating lease payments
were recognised as an expense in the income statement on a
straight-line basis over the lease term. Fixed rate increases to
lease payments, excluding contingent or index-based rental
increases, were recognised on a straight-line basis over the
lease term. An asset or liability was recognised for the difference
between the amount paid and the lease expense recognised
in earnings on a straight-line basis. Contingent rental payments
that arose as a result of either turnover-based rentals or movements
in relevant indices were recognised in the income statement as they
were incurred.
AASB 16 introduced a single lessee accounting model and requires
a lessee to recognise assets and liabilities for all leases with a
term of more than 12 months, unless the underlying asset is of low
value. Wesfarmers, as a lessee under AASB 16, has recognised a
right-of-use asset representing its right to use the underlying leased
assets and a lease liability representing its obligations to make
lease payments. The Group has separately recognised the interest
expense on the lease liability and the depreciation expense on the
right-of-use asset.
The Group has remeasured the lease liability upon the occurrence
of certain events (e.g. a change in the lease term, a change in future
lease payments resulting from a change in an index or rate used
to determine those payments). The Group recognises the amount
of any remeasurement of the lease liability as an adjustment to the
right-of-use asset.
Lessor accounting under AASB 16 is substantially unchanged from
the accounting under AASB 117. The Group, as a lessor, is not
materially impacted by the adoption of AASB 16.
Wesfarmers has elected not to apply the practical expedient to
combine lease and non-lease components for its property leases.
As such, the calculated lease liability excludes an estimate of the
gross lease payments allocated to non-lease components.
The effect of adopting AASB 16 as at 1 July 2019 is as follows:
Right-of-use assets
Deferred tax asset
Lease liabilities
Provisions
Leasing reserve
$m
6,352
222
(7,275)
183
518
The following is a reconciliation of the Group’s operating lease
commitments under AASB 117 at 30 June 2019 to the lease liability
recognised at 1 July 2019 on transition to AASB 16.
Operating lease commitments at 30 June 2019
Less: short-term leases
Less: non-lease components
Add: impact of reasonably certain lease extensions
Add: base rent escalations previously considered
contingent
Add: other
Less: impact of discounting1
Lease liabilities recognised at 1 July 2019
$m
8,541
(87)
(647)
361
150
104
(1,147)
7,275
1
The weighted average IBR at the date of initial application was 3.4 per cent.
Other new and amended accounting standards and
interpretations
The following other amendments and interpretations apply for the
first time from 1 July 2019 but do not have a material impact on the
Group:
• AASB Interpretation 23 Uncertainty over Income Tax
Impact on adoption of AASB 16
Treatments; and
• AASB 2018-1 Amendments to Australian Accounting
Standards - Annual Improvements 2015-2017 Cycle.
The Group has early adopted AASB 2020-4 Amendments to
Australian Accounting Standards - COVID-19-Related Rent
Concessions which would have been effective for the Group
from 1 July 2020. The impact of the early application of this
amendment is not material.
Wesfarmers has applied AASB 16 from 1 July 2019, using the
modified retrospective transition method whereby there is an option
on a lease-by-lease basis to calculate the right-of-use asset as
either:
•
its carrying amount as if AASB 16 had been applied since the
lease commencement date, but discounted using the lessee's
incremental borrowing rate at the date of initial application; or
• an amount equal to the lease liability, adjusted by the amount
of any prepaid or accrued lease payments relating to that
lease recognised in the balance sheet immediately before the
date of initial application.
Under this method, there is no requirement to restate comparatives.
When applying the modified retrospective approach to leases
previously classified as operating leases under AASB 117, the
Group elected, on a lease-by-lease basis, to apply a number of
practical expedients on transition including:
•
the application of a single discount rate to a portfolio of leases
with reasonably similar characteristics;
• applied the short-term exemption to leases with a lease term
that ends within 12 months of 1 July 2019;
•
•
the utilisation of previous assessments of onerous leases; and
the use of hindsight in determining the lease term.
Wesfarmers 2020 Annual Report
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Financial statements
Notes to the financial statements: Other
For the year ended 30 June 2020
30. Other accounting policies (continued)
(b) New and amended standards and interpretations issued but not yet effective
The following new and amended accounting standards and interpretations issued but not yet effective are relevant to current operations.
They are available for early adoption but have not been applied by the Group in this financial report. The effects of these standards and
interpretations are not expected to be material.
Reference
Description
AASB 2018-7 Amendments to
Australian Accounting Standards -
Definition of Material
Conceptual Framework for Financial
Reporting
The application of this Standard is effective from 1 January 2020, and will be adopted by the
Group on 1 July 2020. This Standard makes amendments to the definition of 'material' to
reference the effect of obscuring information to be similar to omitting or misstating information
and states that an entity assesses materiality in the context of the financial statements as a
whole.
The application of this Standard is effective from 1 January 2020, and will be adopted by
the Group on 1 July 2020. The revised Conceptual Framework includes a new chapter on
measurement, guidance on reporting financial performance, improved definitions and guidance,
in particular, the definitions of an asset and a liability and clarifications in important areas, such
as the roles of stewardship, prudence and measurement uncertainty in financial reporting.
AASB 2019-1 Amendments to
Australian Accounting Standards
- References to the Conceptual
Framework
The application of this Standard is effective from 1 January 2020, and will be adopted by the
Group on 1 July 2020. The Standard makes amendments to a number of Australian Accounting
Standards, Interpretations and other pronouncements to reflect the issuance of the Conceptual
Framework for Financial Reporting (Conceptual Framework).
AASB 2018-6 Amendments to
Australian Accounting Standards -
Definition of a Business
The application of this Standard is effective from 1 January 2020, and will be adopted
by the Group on 1 July 2020. This Standard amends the definition of a business in
AASB 3 Business Combinations.
AASB 2019-3 Amendments to
Australian Accounting Standards -
Interest Rate Benchmark Reform
The application of this amendment is effective from 1 January 2020, and will be adopted by
the Group on 1 July 2020. These amendments to AASB 7 Financial Instruments: Disclosures,
AASB 9 and AASB 139 Financial Instruments: Recognition and Measurement were issued in
response to the effects of Interbank Offered Rates reform on financial reporting. They provide
mandatory temporary relief enabling hedge accounting to continue during the period of
uncertainty before the replacement of an existing interest rate benchmark with an alternative
‘nearly risk-free’ benchmark.
AASB 2019-5 Amendments to
Australian Accounting Standards -
Disclosures of the Effect of New IFRS
Standards Not Yet Issued in Australia
The application of this amendment is effective from 1 January 2020, and will be adopted by the
Group on 1 July 2020. This Standard amends AASB 1054 Australian Additional Disclosures by
adding a requirement for entities complying with IFRS Standards to disclose the potential effect
of an IFRS Standard that has not yet been issued by the AASB so that an entity complying with
Australian Accounting Standards can assert compliance with IFRS standards.
AASB 2014-10 Amendments to
Australian Accounting Standards
- Sale or Contribution of Assets
between an Investor and its Associate
or Joint Venture
The application of this amendment is effective from 1 January 2022, and will be adopted by
the Group on 1 July 2022. The amendments require a full gain or loss to be recognised when a
transaction involves a business (whether it is housed in a subsidiary or not) and partial gain or
loss to be recognised when a transaction involves assets that do not constitute a business,
even if these assets are housed in a subsidiary.
AASB 2020-1 Amendments to
Australian Accounting Standards -
Classification of Liabilities as Current
or Non-current
The application of this amendment is effective from 1 January 2022, and will be adopted by
the Group on 1 July 2022. This amendment to AASB 101 Presentation of Financial Statements
clarifies the requirements for classifying liabilities as current or non-current.
AASB 2020-3 Amendments to
Australian Accounting Standards -
Annual Improvements 2018-2020 and
Other Amendments
The application of this amendment is effective from 1 January 2022, and will be adopted by
the Group on 1 July 2022. This standard makes amendments to AASB 1 First-time Adoption of
Australian Accounting Standards, AASB 3, AASB 9, AASB 116 Property, Plant and Equipment,
AASB 137 Provisions, Contingent Liabilities and Contingent Assets and AASB 141 Agriculture.
(c) Tax consolidation
Wesfarmers and its 100 per cent owned Australian resident subsidiaries have formed a tax consolidated group with effect from
1 July 2002. Wesfarmers is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing
agreement in order to allocate income tax expense to the wholly-owned subsidiaries on a stand-alone basis. The tax sharing arrangement
provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. The
possibility of such a default is considered remote at the date of this report.
Members of the tax consolidated group have entered into a tax funding agreement. The group has applied the group allocation approach
in determining the appropriate amount of current taxes to allocate to members of the tax consolidated group. The tax funding agreement
provides for each member of the tax consolidated group to pay a tax equivalent amount to or from the parent in accordance with their
notional current tax liability or current tax asset. Such amounts are reflected in amounts receivable from or payable to the parent company
in their accounts and are settled as soon as practicable after lodgement of the consolidated return and payment of the tax liability.
162
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Notes to the financial statements: Other
For the year ended 30 June 2020
31. Share-based payments
The Group provides benefits to employees (including the executive
director) of the Group through share-based incentives. Employees
are paid for their services or incentivised for their performance
in part through shares or rights over shares. The expense arising
from these transactions is shown in note 2. The total number of
ordinary Wesfarmers shares acquired on market during the financial
year to satisfy employee incentive schemes was 2,009,216
(2019: 3,572,448) at an average price of $41.79 (2019: $32.27)
per share.
Recognition and measurement
Share-based payments can either be equity-settled or cash-settled.
If the employee is provided a choice of settlement options then the
scheme is considered to be cash-settled.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured
using their fair value at the date at which they are granted. In
determining the fair value, only performance conditions linked to
the price of the shares of Wesfarmers Limited (market conditions)
are taken into account.
The cost of equity-settled transactions is recognised, together with
a corresponding increase in equity, over the period in which any
performance conditions (excluding market conditions) are met,
ending on the date on which the employees become fully entitled
to the award (vesting date). The cumulative expense recognised for
equity-settled transactions at each reporting date until vesting date
reflects the extent to which the vesting period has expired and the
proportion of the awards that are expected to ultimately vest. No
expense is recognised for awards that do not ultimately vest due to
a non-market performance condition not being met. The expense
is recognised in full if the awards do not vest (or are not exercised)
due to a market performance condition not being met.
Where the terms of an equity-settled award are modified, as a
minimum, an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase
in the value of the transaction as a result of the modification, as
measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it
had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a
new award is substituted for the cancelled award, and designated
as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the
original award, as described above.
Cash-settled transactions
The ultimate expense recognised in relation to cash-settled
transactions will be equal to the actual cash paid to the employees,
which will be the fair value at settlement date. The expected
cash payment is estimated at each reporting date and a liability
recognised to the extent that the vesting period has expired and
in proportion to the amount of the awards that are expected to
ultimately vest.
Additional information on award schemes
Key Executive Equity Performance Plan (KEEPP)
KEEPP was introduced in September 2016, and was the only
variable remuneration plan the current executive key management
personnel (KMP) were invited to participate in during the 2020
financial year.
Under the 2019 KEEPP, eligible executives were invited to receive
performance shares and deferred shares in the company.
Performance shares - 2019 KEEPP
For the Group Managing Director (Group MD) and the Group
Chief Financial Officer (Group CFO), the performance hurdles are
Wesfarmers’ total shareholder return (TSR) relative to the TSR of
the ASX 100 (60 per cent weighting), portfolio management and
investment outcomes (20 per cent weighting) and other strategic
objectives (20 per cent weighting). For the divisional managing
directors, the performance hurdles are cumulative EBIT and return
on capital (ROC) performance against the divisional corporate plan
(50 per cent weighting) and Wesfarmers’ TSR relative to the TSR of
the ASX 100 (50 per cent weighting).
The fair value of the performance shares with a TSR hurdle is
determined using an option pricing model with the following inputs:
Grant date
Grant date share price ($)
Volatility (%)
Risk-free rate (%)
Fair value ($)
Group CFO
and Divisional
MDs
25 Oct 2019
41.05
17.98
0.74
27.91
Group MD
14 Nov 2019
41.16
17.79
0.77
28.28
Equity-settled awards outstanding
Weighted average share price in 2020 was $39.62 (2019: $39.16). The following table includes shares subject to trading restrictions.
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Lapsed during the year
Other adjustments
Outstanding at the end of the year
Exercisable at the end of the year
KEEPP
(shares)
WESAP
(shares)
WLTIP
WESP
(shares)
(rights)
(options)
1,500,504
416,076
-
-
-
1,916,580
-
7,464,746
2,155,558
(2,574,791)
(269,876)
(18,137)
6,757,500
4,927,904
199,092
68,645
(96,226)
-
58,018
229,529
234,424
668,680
-
(483,188)
(60,954)
-
124,538
-
205,799
-
(16,795)
-
-
189,004
964,778
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Financial statements
Notes to the financial statements: Other
For the year ended 30 June 2020
31. Share-based payments (continued)
Key Executive Equity Performance Plan (KEEPP)
(continued)
Deferred shares - 2019 KEEPP
Eligible executives also received a deferred shares award under
the KEEPP. If an executive resigns or is terminated for cause within
a year, the Board may decide to cancel that share allocation. The
fair value of the award at grant date is expensed over the one-year
forfeiture period. The grant date share price is the fair value of both
the deferred shares and the performance shares with EBIT and
ROC hurdles, portfolio management and investment outcomes
hurdles, or other strategic objectives hurdles.
31. Share-based payments (continued)
Wesfarmers Employee Share Plan (WESP)
The last issue under the WESP was made in December 2004.
Under the plan, employees were invited to apply for ordinary shares
in the company, funded by an interest-free loan from the Group.
The employees’ obligation for repayment of the loans is limited to
the dividends declared and capital returns by the company and,
in the event the employee ceases employment, the market price
achieved on the sale of the shares.
The plan is accounted for as an in-substance equity-settled award,
with the contractual life of each option equivalent to the estimated
loan life and no maximum term.
Further details of the KEEPP and of the terms of the grants during
the year are provided in the remuneration report.
32. Director and executive disclosures
Wesfarmers Employee Share Acquisition Plan
(WESAP)
The WESAP was introduced in October 2009. Under the plan, all
eligible employees are invited to acquire fully-paid ordinary shares
in the company. The shares are either acquired under a salary
sacrifice arrangement or are granted as an award, subject to the
Group achieving a net profit after tax performance hurdle. Eligibility
for an award of shares is dependent upon an in-service period with
a participating division and being a permanent employee.
The plan qualifies as a non-discriminatory employee share
scheme complying with the requirements of Division 83A of the
Income Tax Assessment Act 1997 (as amended) for Australian
resident employees. The average fair value of the equity
instruments granted was $39.86 (2019 average: $39.91) and was
determined with reference to the share price on the date of grant.
Wesfarmers Employee Share Acquisition Plan
(WESAP) - Executives
In November 2016, WESAP was introduced to eligible executives.
Under this offer, eligible executives are invited to receive an
award of Wesfarmers’ fully-paid ordinary shares subject to a
three-year restriction.
If an executive resigns or is terminated for cause within three
years, the Board may decide to cancel that share allocation. The
average fair value of the equity instruments granted was $41.87
(2019 average: $32.46) and was determined with reference to the
share price on the date of grant.
Wesfarmers Long Term Incentive Plan (WLTIP)
Long-term incentive
Under the WLTIP, eligible executives were invited to receive
performance rights in the company, subject to testing at the
end of the applicable four-year performance period. Prior to the
demerger of Coles, the last issue under these terms was made in
November 2016. WLTIP performance rights did not carry a right to
participate in the demerger and participants did not receive Coles
shares in respect of them. Additional performance rights were
granted to eligible executives in December 2018, following the
demerger of Coles from the Group, to preserve the overall value
of the award and ensure they were not unfairly disadvantaged by
the demerger.
Annual incentive
In August 2019, eligible executives received a restricted (mandatory
deferred) share award under the WLTIP. If an executive resigns or
is terminated for cause within one year of the share allocation, the
Board may decide to cancel that share allocation. The fair value of
the award at grant date is expensed over the forfeiture period.
Compensation of key management personnel
The remuneration disclosures are provided in sections one to eight
of the remuneration report on pages 92 to 116 of this annual report
designated as audited and forming part of the directors’ report.
Short-term benefits
Long-term benefits
Post-employment benefits
Termination benefits
Share-based payments
Consolidated
2020
$'000
2019
$'000
13,054
127
236
256
13,933
27,606
14,037
150
280
-
10,987
25,454
Other transactions with key management personnel
From time to time, directors of Wesfarmers or its controlled entities,
or their director-related entities, may purchase goods or services
from the Group. These purchases are on the same terms and
conditions as those entered into by other Group employees or
customers and are trivial or domestic in nature.
33. Tax transparency disclosures
A reconciliation of Wesfarmers’ accounting profit to its tax expense
and material temporary and non-temporary differences are
disclosed in note 3.
A reconciliation of accounting profit to income tax paid or payable
and the effective company tax rates for Australian and global
operations of the Group are tabled below.
Continuing operations
Tax paid or payable reconciliation
Accounting profit
Income tax at the statutory rate of 30%
Non-deductible items
Temporary differences: deferred tax
Associates and other
Utilisation of previously recognised tax
losses
Current year tax paid or payable
Consolidated
2020
$m
2019
$m
2,374
712
156
193
(49)
(80)
932
2,799
840
12
(39)
(3)
-
810
Effective tax rate
Effective tax rate for Australian operations
Effective tax rate for global operations
30.7%
31.7%
30.2%
30.7%
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Wesfarmers 2020 Annual Report
Directors' declaration
Wesfarmers Limited and its controlled entities
In accordance with a resolution of the directors of Wesfarmers Limited, we state that:
1.
In the opinion of the directors:
1.1
the financial statements, notes and the additional disclosures included in the directors’ report designated as audited,
of the consolidated entity for the full-year ended 30 June 2020 are in accordance with the Corporations Act 2001, including:
(a)
(b)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance
for the year ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
1.2
the financial statements and notes comply with International Financial Reporting Standards as disclosed in the notes
to the financial statements on page 123 of the 2020 Annual Report; and
1.3
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
2.
3.
This declaration has been made after receiving the declaration required to be made to the directors in accordance with section 295A
of the Corporations Act 2001 for the financial year ended 30 June 2020.
In the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the
Closed Group comprising the company and the controlled entities marked ‘+’ as identified in note 22 will be able to meet any
obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee referred to in note 25.
On behalf of the Board:
M A Chaney AO
Chairman
R G Scott
Managing Director
Perth
23 September 2020
Wesfarmers 2020 Annual Report
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Signed reports
Independent auditor's report
To the Members of Wesfarmers Limited
Independent auditor's report to the members of Wesfarmers Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Wesfarmers Limited (the Company) and its subsidiaries (collectively the Group), which comprises
the consolidated statement of financial position as at 30 June 2020, the consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements,
including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a)
giving a true and fair view of the consolidated financial position of the Group as at 30 June 2020 and of its consolidated financial
performance for the year ended on that date; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in
accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards)
(the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of
the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion
thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.
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Wesfarmers 2020 Annual Report
Independent auditor's report
To the Members of Wesfarmers Limited
1. Target restructure and impairment of non-current assets
Why significant
How our audit addressed the key audit matter
During the period to 30 June 2020, the Group announced a
strategic review of the Target operations within the Kmart Group.
As disclosed in the Significant items in the current reporting
period section of the notes to the financial statements, the Group
recognised restructuring provisions and costs of $110 million at
30 June 2020, primarily reflecting Target store closure costs and a
restructure of the Target store support office.
The Group also conducted impairment testing for Target on the
basis of forecast cash flows incorporating the expected outcomes
of the committed restructuring plan, recognising a total impairment
charge of $525 million against the brand name, store plant and
equipment, right-of-use assets and other assets as disclosed in
Note 20 Impairment of non-financial assets.
Our audit procedures included an assessment of the existence
of constructive obligations at the balance date in relation to the
restructure and evaluation of the assumptions and methodologies
applied in the calculation of restructure costs.
We evaluated the assumptions and methodologies applied in the
impairment assessment, with emphasis on those relating to the
determination of cash generating units (“CGUs”), forecast cash
flows, growth rates, discount rates, comparative industry valuation
multiples and other market evidence, including the impact of the
adoption of AASB 16 Leases in the current year.
We involved our valuation specialists to evaluate the
appropriateness of key inputs, where relevant to the impairment
tests, including:
Impairment assessments are typically complex and judgmental,
as they include the modelling of a range of assumptions and
estimates that will be impacted by future performance and market
conditions.
The determination of the recoverable amounts of Target’s tangible
and intangible assets, as well as the nature and quantum of
restructuring provisions to be recognised, required significant
judgement by the Group.
Key assumptions, judgements and estimates applied in the Target
impairment assessment are set out in Note 20.
• Discount rates
• Terminal growth rates
• Market evidence of industry earnings valuation multiples
• Long-term inflation and growth rate assumptions
• Forecast exchange rate assumptions.
We also considered the adequacy of the financial report
disclosures regarding the recognition of restructuring costs and
provisions, impairment testing approach, key assumptions and
sensitivity analysis.
A member firm of Ernst & Young Global Limited
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Wesfarmers 2020 Annual Report
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To the Members of Wesfarmers Limited
2. WIS impairment of non-current assets
Why significant
How our audit addressed the key audit matter
As required by Australian Accounting Standards, the Group
assesses at the end of each reporting period whether there are
any factors indicating that an asset may be impaired. Goodwill
and indefinite life intangibles are assessed for impairment at least
annually.
Our audit procedures included an evaluation of the assumptions
and methodology applied in the assessment, with emphasis on
those relating to the determination of forecast cash flows, growth
rate, discount rate, comparative industry valuation multiples and
other market evidence.
During the 2020 financial year, an impairment test was conducted
for the WIS CGU, resulting in an impairment charge of $310 million
before tax, including impairment of goodwill and other assets, as
disclosed in Note 20.
Key assumptions, judgements and estimates applied in the Group’s
impairment assessment for WIS are set out in Note 20.
3. AASB 16 Leases
Why significant
The new accounting standard AASB 16 Leases (“AASB 16”) was
effective for the Group from 1 July 2019.
The adoption of the new standard has had a significant impact on
the Group’s financial position and performance, as disclosed in
Note 11 Leases to the financial statements.
Adopting AASB 16 involved a number of key judgements and
estimates, which are described in Note 11. In particular:
• The application of available practical expedients
• The estimation of lease terms for contracts where extension
options exist
• The incremental borrowing rates applied
• The estimation of standalone prices for non-lease
components.
We involved our valuation specialists to evaluate the
appropriateness of key inputs, where relevant to the impairment
test, including:
• Discount rate
• Terminal growth rate
• Market evidence of industry earnings valuation multiples
• Long-term inflation and growth rate assumptions
• Forecast exchange rate assumptions.
We also considered the adequacy of the financial report disclosures
regarding the impairment testing approach, key assumptions and
sensitivity analysis.
How our audit addressed the key audit matter
Our audit procedures included the following:
• We assessed the Group’s processes for implementing the
standard and for the ongoing accounting for leases under
AASB 16
• We evaluated the Group’s key judgements and estimates
applied in adopting the standard and assessed whether
Wesfarmers’ accounting principles comply with AASB 16,
including application of available practical expedients
• We tested samples of both new and existing lease contracts
to assess whether the associated balances had been
calculated materially in accordance with contract terms and
the requirements of AASB 16, including the identification of
fixed and variable components of lease consideration
• We tested samples of lease reassessments and modifications
during the period to assess whether they had been accounted
for in accordance with the requirements of AASB 16
• We assessed the completeness of the Group’s material
identified lease arrangements
• We held discussions with representatives from divisional
property management teams to understand the basis for
estimated lease terms and non-lease component rates
• We agreed the data used in estimating the standalone prices
of non-lease components to an external benchmark report
released by an independent party
• We involved our capital and debt advisory specialists and
actuarial specialists to evaluate the appropriateness of the
Group’s methodology and calculations used to determine the
incremental borrowing rates applied to discount future lease
payments to present value
• We considered the adequacy of the financial report
disclosures.
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Independent auditor's report
To the Members of Wesfarmers Limited
4.
Inventory valuation and existence
Why significant
How our audit addressed the key audit matter
At 30 June 2020, the Group held significant inventory balances of
$3,844 million, as disclosed in Note 6 Inventories.
Inventories are valued at the lower of cost and net realisable value
(“NRV”). The NRV of inventories is the estimated selling price in
the ordinary course of business less estimated costs to sell, the
determination of which requires significant judgement by the
Group.
Key matters of judgement include:
• The variables affecting costs recognised in bringing the
inventory to its location and condition for sale
• Estimated costs to sell
• The expected selling price.
In addition, the distribution of the Group’s inventory across a high
number of locations and the quantum of the inventory balances
may result in an increased risk of existence.
Our audit procedures included the following:
• We assessed the inventory management, procurement and
commercial income processes, including an evaluation of the
effectiveness of relevant controls
• We attended stocktakes at a sample of locations and reviewed
stocktake processes for compliance with internal policies
• We tested the subsequent reconciliation of the stock count
results into the inventory records and general ledger
• We tested the accuracy of the weighted average costing
systems and performed overhead allocation testing on a
sample of inventory
• We tested the costs incurred and the accuracy of the pricing
assumptions in the NRV testing
• We evaluated management’s assessment of stock
obsolescence provisions through attendance at stocktakes,
enquiries and analytical procedures
• We performed inventory cut-off testing on a sample of
transactions either side of year-end
• We reviewed key stock statistics including sell through rates,
stock ageing and stock turnover
• We performed analysis of shrinkage results and provision
calculations
• We considered the adequacy of the financial report
disclosures.
5. Supplier rebates
Why significant
How our audit addressed the key audit matter
Rebates associated with its retail operations are received by the
Group from suppliers.
The value and timing of supplier rebates recognised requires
judgement and the consideration of a number of factors including:
• The commercial terms of each individual rebate
• The appropriate timing of recognition
• Consideration of the nature of the rebate and whether the
amount should be applied against the carrying value of
inventory or recognised in the income statement
• The accurate recognition and measurement of rebates in
accordance with Australian Accounting Standards and the
Group’s related processes and controls.
Disclosures relating to the measurement and recognition of supplier
rebates can be found in Note 6.
Our audit procedures included the following:
• We gained an understanding of the nature of each material
type of supplier rebate including assessing the significant
agreements in place
• We assessed the effectiveness of relevant controls in place
relating to the recognition and measurement of rebate
amounts
• We performed comparisons of the various rebate
arrangements against the prior year and budget, including
analysis of aging profiles and where material variances were
identified, obtained supporting evidence
• We selected a sample of supplier rebates and tested whether
documentation existed supporting the recognition and
measurement of the rebates in the 30 June 2020 financial
statements
• We inspected a sample of material new contracts entered into
before and after the balance date and assessed whether the
treatment adopted by the Group in respect to rebates was
appropriate
• We inquired of legal counsel as to the existence of other
rebate contracts or contracts with unusual terms and
conditions
• We inquired of business representatives including product
category merchandisers, supply chain managers and
procurement staff as to the existence of any non-standard
agreements or side arrangements
• We considered the adequacy of the financial report
disclosures.
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Wesfarmers 2020 Annual Report
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Independent auditor's report
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Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the Company’s 2020
Annual Report, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance
conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with
Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing,
as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
• Obtain an understanding of internal control relevant to the audit 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 Group’s internal control
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial
report represents the underlying transactions and events in a manner that achieves fair presentation
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group
to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial
report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
170
Wesfarmers 2020 Annual Report
Independent auditor's report
To the Members of Wesfarmers Limited
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 95 to 116 of the directors’ report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of Wesfarmers Limited for the year ended 30 June 2020, complies with section 300A of the
Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section
300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
Ernst & Young
T S Hammond
Partner
Perth
23 September 2020
J K Newton
Partner
Perth
23 September 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Wesfarmers 2020 Annual Report
171
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Shareholder and ASX information
Five-year financial history
All figures in $m unless shown otherwise1
Summarised income statement
Revenue from contracts with customers
Other revenue
Total revenue
Operating profit before depreciation and amortisation,
finance costs and income tax
Depreciation and amortisation
EBIT (after interest on lease liabilities)
Other finance costs
Income tax expense
Profit after tax from discontinued operations
Operating profit after income tax attributable to members
of Wesfarmers Limited
Post-AASB 16
20203
30,753
93
30,846
4,272
(1,528)
2,507
(133)
(677)
75
20194
44,485
199
44,684
7,627
(809)
6,818
(175)
(1,133)
3,570
Pre-AASB 16
20185
2017
20166
69,595
283
69,878
4,079
(1,283)
2,796
(221)
(1,378)
(1,407)
68,099
345
68,444
5,668
(1,266)
4,402
(264)
(1,265)
-
65,643
338
65,981
2,642
(1,296)
1,346
(308)
(631)
-
1,697
5,510
1,197
2,873
407
Capital and dividends
Ordinary shares on issue (number) 000's as at 30 June
Paid up ordinary capital as at 30 June
Fully-franked dividend per ordinary share
(declared/determined) (cents)
Fully-franked special dividend per ordinary share
(declared/determined) (cents)2
Financial performance
Earnings per share (weighted average) (cents)
Earnings per share growth (%)
Return on average ordinary shareholders' equity (R12)
(excluding significant items) (%)
Financial position as at 30 June
Total assets
Total liabilities
Net assets
Net tangible asset backing per ordinary share ($)
Net debt to equity (%)
Total liabilities/total assets (%)
1,133,840
15,818
1,133,840
15,809
1,133,840
22,277
1,133,840
22,268
1,126,131
21,937
152
18
150.0
(69.2)
22.1
25,425
16,081
9,344
4.89
(0.9)
63.2
178
100
487.2
360.5
19.2
18,333
8,362
9,971
5.21
25.1
45.6
223
-
105.8
(58.5)
11.7
36,933
14,179
22,754
4.33
17.3
38.4
223
-
254.7
603.6
12.4
40,115
16,174
23,941
4.44
20.1
40.3
186
-
36.2
(83.2)
9.6
40,783
17,834
22,949
3.45
31.0
43.7
Stock market capitalisation as at 30 June
50,830
41,000
55,966
45,490
45,158
1
2
3
4
5
6
All figures are presented as last reported, including discontinued operations.
The 2020 fully-franked special dividend reflects the distribution of after-tax profits on the sale of the Group's 10.1 per cent interest in Coles.
The summarised income statement for 2020 includes significant items relating to the following pre-tax (post-tax) items: $525 million ($437 million) impairment of the
Target brand name and other assets, $110 million ($83 million) restructuring costs and provisions in the Kmart Group and a $310 million ($298 million) impairment to WIS,
offset by a gain of $290 million ($203 million) on the sale of 10.1 per cent of the interest in Coles, a gain of $220 million ($154 million) on the revaluation of the retained
4.9 per cent interest in Coles and a benefit of $83 million from the finalisation of tax positions on prior year disposals.
The summarised income statement for 2019 includes significant items relating to the following pre-tax (post-tax) items: $2,319 million ($2,264 million) gain on demerger
of Coles, the $679 million ($645 million) gain on disposal of Bengalla, the $267 million ($244 million) gain on disposal of KTAS, the $138 million ($120 million) gain on
disposal of Quadrant Energy and $146 million ($102 million) provision for Coles supply chain automation.
The summarised income statement for 2018 includes significant items relating to the following pre-tax (post-tax) items: $306 million ($300 million) non-cash impairment
of Target, BUKI's writedown and store closure provision of $931 million ($1,023 million), $375 million ($375 million) loss on disposal relating to BUKI, partially offset by
$120 million ($123 million) gain of the Curragh Coal Mine.
The summarised income statement for 2016 includes significant items relation to the following pre-tax (post-tax) items: $1,266 million ($1,249 million) non-cash
impairment of Target; $850 million ($595 million) non-cash impairment of Curragh Coal Mine; and $145 million ($102 million) of restructuring costs and provisions to reset
Target.
172
Wesfarmers 2020 Annual Report
Shareholder information
Substantial shareholders
As at the date of this report, the following shareholders are substantial shareholders for the purposes of Part 6C.1 of the
Corporations Act 2001:
• BlackRock Group (BlackRock Inc. and subsidiaries) holding 6.04 per cent; and
• The Vanguard Group, Inc. holding 6.00 per cent.
Voting rights
Wesfarmers fully-paid ordinary shares carry voting rights of one vote per share.
Distribution of members and their holdings
Size of holdings
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of
shareholders % of issued capital
381,378
88,083
9,879
5,025
161
10.92
16.20
6.03
8.92
57.93
There were 12,643 shareholders that held less than a marketable parcel of Wesfarmers ordinary shares.
There were 1.04 per cent of shareholders with registered addresses outside Australia.
Twenty largest shareholders
The 20 largest shareholders of ordinary shares on the company’s register as at 23 September 2020 were:
Name
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C)
BNP Paribas Noms Pty Ltd (DRP)
HSBC Custody Nominees (Australia) Limited (Nt-Comnwlth Super Corp A/C)
Australian Foundation Investment Company Limited
Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
CPU Share Plans Pty Limited (WESAP DFE Control A/C)
Argo Investments Limited
CPU Share Plans Pty Limited (WES Exu Control A/C)
Milton Corporation Limited
Netwealth Investments Limited (Wrap Services A/C)
Goldman Sachs Australia + Nominee Holdings Pty Ltd (WES Ltd Div Inv Plan A/C)
HSBC Custody Nominees (Australia) Limited
BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd (DRP A/C)
Australian Executor Trustees Limited (IPS Super A/C)
AMP Life Limited
Mr Peter Alexander Brown
Number of shares % of issued capital
258,627,814
182,605,556
59,955,587
27,103,517
21,011,386
9,380,324
8,530,195
7,372,000
7,078,572
5,087,149
5,040,027
3,486,180
2,877,375
2,856,856
2,661,826
2,257,511
1,911,134
1,833,228
1,750,973
1,552,825
22.81
16.11
5.29
2.39
1.85
0.83
0.75
0.65
0.62
0.45
0.44
0.31
0.25
0.25
0.23
0.20
0.17
0.16
0.15
0.14
The percentage holding of the 20 largest shareholders of Wesfarmers ordinary shares was 54.06.
Wesfarmers 2020 Annual Report
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Shareholder and ASX information
Investor information
Managing your shareholding
Change of name or consolidation of holdings
The company’s share registry is managed by Computershare
Investor Services Pty Limited (Computershare).
The Investor Centre website is the fastest, easiest and most
convenient way to view and manage your shareholding. Investor
Centre enables a shareholder to:
• view the company share price;
• change your banking details;
• change your address (for non-CHESS sponsored holdings);
• update your dividend instructions;
• update your Tax File Number (TFN), Australian Business
Number (ABN) or exemption;
• select your email and communication preferences;
• view your transaction and dividend history; and
• generate a holding balance letter.
Visit www.wesdirect.com.au and click on ‘Login’ for portfolio
membership or click on ‘Single Holding’ to view your Wesfarmers
shareholding information.
When communicating with Computershare or accessing your
holding online you will need your Securityholder Reference Number
(SRN) or Holder Identification Number (HIN) as shown on your
Issuer Sponsored/CHESS statements.
You can also contact Computershare by:
Post GPO Box 2975 Melbourne, Victoria 3001 Australia
Telephone Australia 1300 558 062
Telephone International (+61 3) 9415 4631
Website www.investorcentre.com/contact
Tax File Numbers
While it is not compulsory to provide a TFN, if shareholders
have not provided a TFN and Wesfarmers pays an unfranked or
partly-franked dividend, the company will be required to deduct tax
from the unfranked portion of the dividend at the top marginal rate
plus the Medicare Levy. Shareholders can go online to update their
TFN by visiting www.wesdirect.com.au
Name changes or consolidation of multiple holdings into one single
holding must be made in writing by using the required forms, which
can be downloaded from www.wesdirect.com.au and clicking on
the ‘Printable Forms’ button.
Uncertificated Share Register: The Wesfarmers share register is
uncertificated. Two forms of uncertificated holdings are available to
shareholders:
•
Issuer sponsored holdings – these holdings are sponsored
by Wesfarmers and there is no need for shareholders to be
sponsored by a stockbroker; and
• Broker sponsored holdings – shareholders may arrange to
be sponsored by a stockbroker who will require a signed
sponsorship agreement.
Holding statements are issued to shareholders within five business
days after the end of any month in which transactions occur that
alter the balance of their holding. Shareholders can also access
details of their shareholdings and dividends paid on their holdings
by visiting www.wesdirect.com.au
Information on Wesfarmers
Wesfarmers website
Up-to-date information on the company can be obtained from the
company’s website www.wesfarmers.com.au
Securities Exchange listing
Wesfarmers shares are listed on the Australian Securities Exchange
under the code WES.
Share prices can be accessed from major Australian newspapers,
on the Wesfarmers website or at www.asx.com.au
Dividend investment plan
The company’s dividend investment plan was reinstated with effect
from 27 February 2007. Details of the plan can be obtained from
the share registry or the Wesfarmers website.
Privacy
A copy of the Wesfarmers Privacy Policy is available on the
Wesfarmers website.
Wesfarmers Corporate Affairs department
Further information and publications about the company’s
operations are available from the Corporate Affairs department on
(08) 9327 4428 (within Australia) or (+61 8) 9327 4428 (International)
or from the Wesfarmers website.
174
Wesfarmers 2020 Annual Report
Financial calendar+
Record date for final and special dividends
26 August 2020
Final and special dividends paid
Annual general meeting (virtual)
Half-year end
Half-year profit announcement
Record date for interim dividend
Interim dividend payable
Year-end
+ Timing of events is subject to change.
1 October 2020
12 November 2020
31 December 2020
February 2021
February 2021
April 2021
30 June 2021
Annual General Meeting
The 39th Annual General Meeting of Wesfarmers Limited will be a
virtual meeting and will be held on Thursday 12 November 2020
at 1:00pm (Perth time). Shareholders will be able to participate
in the meeting through an online platform. Further details will be
provided in the 2020 Notice of Meeting.
Website
To view the 2020 Annual Report, shareholder and company
information, news announcements, background information
on Wesfarmers’ businesses and historical information, visit the
Wesfarmers website at www.wesfarmers.com.au
Corporate directory
Wesfarmers Limited ABN 28 008 984 049
Registered office
Level 14, Brookfield Place Tower 2
123 St Georges Terrace
Perth, Western Australia 6000
Telephone (+61 8) 9327 4211
Facsimile (+61 8) 9327 4216
Website www.wesfarmers.com.au
Email info@wesfarmers.com.au
Executive director
Rob Scott
Group Managing Director and Chief Executive Officer
Non-executive directors
Michael Chaney AO
Chairman
The Right Honourable Sir Bill English KNZM
Wayne Osborn
Mike Roche
Diane Smith-Gander AO
Vanessa Wallace
Sharon Warburton
Jennifer Westacott AO
Chief Financial Officer
Anthony Gianotti
Company Secretary
Aleksandra Spaseska (from 1 July 2019 to 2 March 2020)
Vicki Robinson (from 2 March 2020)
Share registry
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
Telephone Australia 1300 558 062
Telephone International (+61 3) 9415 4631
Facsimile Australia (03) 9473 2500
Facsimile International (+61 3) 9473 2500
Website www.investorcentre.com/wes
Wesfarmers 2020 Annual Report
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Wesfarmers 2020 Annual Report176BunningsChemicals, Energy and FertilisersIndustrial and SafetyWesfarmers businessesKmart GroupOfficeworksOther activities4.9%50%50%50%24.8%This annual report has been printed utilising solar electricity onto sustainable FSC certified paper.
Both printer and paper manufacturer are ISO14001 certified, the highest environmental standard.
Designed by Clarity Communications
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wesfarmers.com.au