SLM103 AR2005 edit.indd

Transcription

SLM103 AR2005 edit.indd
Leaders in customer
communication
Salmat Annual Report 2005
www.salmat.com.au
Annual Report 2005
It’s our 3,632 employees that
help our customers grow
A akesh A aron Adam Adam Adam Adam Adam Adam Adelina Adrian Adrian Adriana Adriana Adriana Adrienne Agnes Agnieszk a Ahmad Ai Aimee Al amjeet Al an Al an Al an Al an Al an Al an Al ana Al ana Albert Alecia Aleksandar Alexander Alexander Alexandra Alexandra Ali Ali Aliceson
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Bonnie Boyd Bozena Bradley Bradley Bradley Bran Bree Brenda Brendan Brenden Bret Brett Brett Brett Brett Brett Brian Brian Brian Brian Brian Brian Bridget Bronwyn Brooke Brooke Brooke Bruce Bruce Bryan Cameron Cameron Cameron Cameron Campbell Candice Cara Carey Carl
Carlie Carlo Carly Carly Carly Carmel Carmel Carmel Carol Carol Carol Carol Carol Carol Carole Caroline Carolyn Carolyn Carrissa Cassandra CASSANDRA Cassie Catherine Catherine Catherine Catherine Catherine Catherine Cathi CATHIE Cathrine Cathy Celso Charbel Charin
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Christopher Christy Cl air Cl air Cl aire Cl are Cl are Cl ayton Clint Clinton Clive Coleen Colin Colin Colin Con Connie Connie Conrado Consuelo Cooper Corey Corina Corrine Corrine Courtney Coutney Craig Craig Craig Craig Craig Cui Cumarasamy Cynthia Dale Damian Damian
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Jeffrey Jeffrey Jeffrey Jeffrey Jeffrey Jenna Jennifer Jennifer Jennifer Jennifer Jennifer Jennifer Jennilyn Jenny Jenny Jeremy Jessica Jessica Jessica Jessica Jessie Jignesh Jill Jillian Jillian Jim Jing Joan Joan Joann Joanna Joanna Joanna Joanna Joanne Joanne Joanne Joanne Joanne
Joanne Jo-Anne Jocelyn Jodi Jodi Jodie Jodie Jodie Jodie Jody Joe Joel Joel Joel Joell a Johanna Johanna Johanne John John John John John John Jonathan Jonathan Jonathon Jonathon Jong Jordon Jorg Joseph Joseph Joseph Joseph Joseph Josephine Josephine Joshua Joshua
Joshua Joy Joy Joy Judith Judith Judith Judith Judith Judy Judy-Anne Julianne Julie Julie Julie Julie Julie Julie Julie-Ann Julieanne Julie-Anne Julijana Jun Jupinder JURISCA Justin Justin Justin Justin Jyotsna Kain Kandice Karen Karen Karen Karen Karen Karen Karl Karl a Karlene Karmen
Karyn Karyn Kasey Kate Kate Kate Kate Kate Kate Katherine Kathleen Kathleen Kathleen Kathleen Kathryn Kathryn Kathy Katie Katie Katrina Katrina Kay Kaye Keith Keith Keith Kellie Kellie Kelly Kelly Kelvin Kenneith Kenneth Kenneth Kenneth Kenneth Kenneth Kenton Kerri Kerri-Ann Kerrie
Kerry KERRY Kerry Kerry Kerry Kerryn Kerryn Kevan Kevin Kevin Kevin Kevin Kevin Kevin Khaled Khammay Khan Khurram Kilisimasi Kim Kim Kim Kim Kim Kim Kingsley Kirsten Kirstie Kirsty Kirsty Konelio Kosta Koul a Kris Kris Kriseida Krishna Kristian KRISTIE Kristina Kristy Krystal Krystal Kusum
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Lisa Lissa Lissy Loan Lois Loraine Loren Lorna Lorna Lorrae Lorraine Lorraine LORRAINE Lorraine Lorraine Lou-anne Louise Louise Louise Louise Louise Lucia Lucien Lucille Lucy LUCY Luis Luke Luke Luke Luke Lyn Lyn Lyndelle Lynelle Lynette Lynette Lynette Lynette Lynette Lynette Lynne Lynne
Lynne Lynnel Maadi Magdaline Mahalia Mahesh Mahesh Maheshwari Mahmoud Ma ja Malcolm Malcolm Malcolm Malisa Mandalena Mandi Mandy Maneesha MANISH Manish Marc Marcia Marcus Maree Maree Margaret Margaret Margaret Margaret Margaret Margaret Maria Maria
Maria Maria Maria Maria Marianne Mariawati Marie Marie Marie Marie Marie-Cl aire Marie-Cl aude Marilou Marina Marinette Mario Mario Mario Marisa Mar jorie Mark Mark Mark Mark Mark Mark Marlene Martin Martin Martin Mary Mary Mary Mary Mary Mary (Kathy) Marylyn Masseh
Mathew Matthew Matthew Matthew Matthew Matthew Matthew Maureen Max May Maynard Meera Megan Megan Megan Megan Mei Mel anie Mel anie Mel anie Mel annie Meletupou Melinda Melinda Melinda Melissa Melissa Melissa Melissa Melissa Melissa Mende Merle Michael Michael
Michael Michael Michael Michael Michele Michelle Michelle Michelle Michelle Michelle Michelle Mihoko Mike Mike Mil an Milorad Min Miriam Miriam Mir jana Mir jana Mirosl av Ml aden Moana Moetetau Mohammad Mohammad Mohammed Monica Monique Monique Muralidharan Murat
Murray Mursheduzzaman Muthukumar My My Myanh Nabil Nabileh Nadia Nakia Nancy Nancy Nandita Naomi Naomi Narayanapill ai Narda Narelle Narelle Nasreen Natalia Natalie Natalie Natalie Natalie Natalie Natasha Natasha Natasha Natasha Nathan Nathan Nathan Nathan
Nathan Nathan Nathan Nattawut Nayana Neil Neil Nelly Nenita Nenita Neozsita Nerida Nestor Nhat Nichol as Nichol as Nichol as Nichol as Nick Nicol a Nicol a Nicole Nicole Nicole Nicole Nigel Nikki Nikol a Nikolce Nil adri Nilufa Nimal Ninosl av Nisha Nitin Noel Noell a Noelle Nora
Nung Nyoman Odi Odile Olivera Olivia Olivia Olwyn Oscar Owen Owen Pablo Pablo Padma ja Padmanabha Pagona Pamel a PAMEL A Pamel a Pamel a Pamel a Patreece Patreece Patrica Patricia Patricia Patricia Patricia Patricia Patricia Patrick Patrick Patrick Patrick Patrick Patrizia Paul Paul
Paul Paul Paul Paul Paul a Paul a Paul a Pauline Pauline Penny Perihan-Gamze Perry Perry Peta-Lee Peter Peter Peter Peter Peter Peter Peter Pham Pheona Philip Philip Philip Phillip Phillip Phoung Phuong Pil an Pimmie Ping Polliyanna Prabhath Prema Prinzio Pritpal Rachael Rachael Rachel Rachel
Rachel Rachel Rachel Rachel Radhik a Rae RAEWYN Ra j Ra jan Ra jesh Ra jiv Ra jiv Ral jk Raluca Ran Randall Rangi Ravindra Ray Raymond Raymond Raymond Raymond Rebecca Rebecca Rebecca Rebecca Rebecca Rebek ah Reginald Renee Renee Renee Renee Renee Renee Reuben Reynaldo
Rhiannon Rhonda Richard Richard Richard Richard Richard Richard Richmond Rick Ricky Ricky Rikie Rita Rita Robert Robert Robert Robert Robert Robert Roberto Robill ard Robin Robin Robin Robin Robyn Robyn Robyn Robyn Robyn Robyn Rodney Rodney Roger Rohan Rohit Romaine
Roman Rona Ronald Ronald Ronald Ronald Ronda Ronda Rosa Roselin Rosemarie Rosemary Roshleen Rosie Rosie Ross Ross Ross Ross Ross Ross Rowena Rowena Rowena Rozario Rubin Russel Russel Russell Ruth Ruth Ruth Ryan Ryan Ryan Ryan Ryan Sabih Sabina Sabrina Sallie Sally
SallyAnne Sam Sam Sam Sam Sam Samantha Samantha Samantha Samantha Samantha Samantha Samantha Samid Samuel Samuel Sandeep Sandra Sandra Sandra Sandra Sandra Sandra Sandra Sang Sarah Sarah Sarah Sarah Sarah Sarah Sarah-Jane Sau Savita Scott Scott Scott
Scott Scott Scott Sean Sean Sean Sean Sean Sean Sebastian Seemanto Sengthong Sergio Serhat Ses Shahmayne Shams Shandell Shane Shane Shane Shane Shane Shane Shannon Sharen Sharen Sharna Sharna Sharnee Sharon Sharon Sharon Sharon Sharon Sharon Shashikanthsingh
Shaun Shaun Shaun Shaun Shaun Shelley Shelley Shenelle Shengul Sheree Sheryl Sheryn Shirish Shirley Shirley Shirley Shona Shujaat Silvana Silvia Simon Simon Simon Simon Simon Simon Simone Simone Sinead Sisirak antha Sithy Sitqen Sitthichai Sl ava Solomon Sommer-Lee Son Son
Sorin Sothimal ar Soumya Srbol jub Sribhamini Stacey Stacey Stanojk a Stephanie Stephanie Stephanie Stephen Stephen Stephen Stephen Stephen Stephen Stephine Steven Steven Steven Steven Steven Steven Su Su Subir Suellen Suialofa Sukhmani Sunanda Sunny Sunti Supriya Surapong
Suresh Suresh Susan Susan Susan Susan Susan Susan Susuan Suzanne Suzanne Suzanne Suzanne Suzanne Suzanne w Sven Syed Syed Sylvia Tai Talei Tamie Tamillea Tammy Tan Tania Tania Tanya Tanya Tanya Tatijana Tausif Teau Ted Teerapat Teresita Terrence Terri Terri Terri-Anne Terry
Tevita Thang Thanh ThanhHa Theresa Theresa Thi Thi Thi Thomas Thomas Thomas Thomas Thu Thuc Thuc Thuong Tiki Tim Timothy Timothy Timothy Timothy Timothy Tina Tina To Tobias Todd Todd Tong Toni Toni Toni Toul a Tracey Tracey Tracey Tracie Tracy Tracy Tracy Tran Trang Travel
TRENT Trent Trevor Trevor Trevor Trevor Trevor Trevor Tri Tricia Trieu Trinh Trisha Trisha Tristan Troy Troy Trpa Trudy Trung Truong Tsi Tuan Tuyet Tuyet Tynan Umaid Van Vanessa Vatsal a Vera Veronica Vicki Vicki Victor Victoria Victoria Vijay Vikkie Vikramjit Vince Virginia Virginia
Virpreet Vishal Vishal Vivian Viviek Vivien Vl adimir Vuong Wagma Waima Wali Walter Warren Warren Warren Warren Wasantha Wayne Wayne Wayne Wayne Wazi Wendy Wendy Wendy William Wilma Wilson Winton Xee Y Yan Ymma Yosef Yutao Yvette Zane Zania Zelia Zoe Zoe Zorro
AI AIMEE AL AMJEET AL AN AL AN AL AN AL AN AL AN AL AN AL ANA AL ANA ALBERT ALECIA ALEKSANDAR ALEXANDER ALEXANDER ALEXANDRA ALEXANDRA ALI ALI ALICESON
AMELIA AMELIA AMIE AMIT AMNA AMORNRAT AMRUTA AMY AMY AMY AMY AMY ANDREA ANDREW ANDREW ANDREW ANDREW ANDREW ANDREW ANESHA ANGEL A
ANNE ANNE-MARIE ANNETTE ANNETTE ANNETTE ANNETTE ANNETTE ANNETTE ANNIE ANN-MARIE ANTHONY ANTHONY ANTHONY ANTHONY ANTHONY ANTHONY
HISHKUMAR ASHLEIGH ASHLEY ASHLEY ASHLEY ASHLEY ASHMIL ATAMA ATHENA ATILL A AUDREY BACH BAL A JI BALVINDER BARBARA BARBARA BARBARA BARBARA BARBARA
IN BENJAMIN BENJAMIN BERNADETTE BERNARD BERNICE BETH BETHANY BETTY BETTY BETTY BEVERLEY BEVERLEY BEVERLEY BEVERLEY BEVERLEY BEVERLY BIANCA BOLIVUTH
N BRIAN BRIAN BRIDGET BRONWYN BROOKE BROOKE BROOKE BRUCE BRUCE BRYAN CAMERON CAMERON CAMERON CAMERON CAMPBELL CANDICE CARA CAREY CARL
SSA CASSANDRA CASSANDRA CASSIE CATHERINE CATHERINE CATHERINE CATHERINE CATHERINE CATHERINE CATHI CATHIE CATHRINE CATHY CELSO CHARBEL CHARIN
HRIS CHRIS CHRIS CHRIS CHRIS CHRISTINE CHRISTINE CHRISTINE CHRISTINE CHRISTINE CHRISTINE CHRISTOPHER CHRISTOPHER CHRISTOPHER CHRISTOPHER CHRISTOPHER
O CONSUELO COOPER COREY CORINA CORRINE CORRINE COURTNEY COUTNEY CRAIG CRAIG CRAIG CRAIG CRAIG CUI CUMARASAMY CYNTHIA DALE DAMIAN DAMIAN
IELLE DANNY DANYELLE DARNELL DARREN DARREN DARREN DARREN DAT DAVID DAVID DAVID DAVID DAVID DAVID DAYNA DEAN DEAN DEAN DEAN DEAN DEBBIE DEBBIE
DIANE DIANE DIANE DIANE DIANNE DIANNE DIANNE DILINA DIMITRIOS DIMITRIOS DINA DING DINH DINH DION DIRK DIXIE DOMINIC DONELL A DONNA DONNA DONNA
NE ELENA ELESHA ELISE ELISE ELISHA ELISSA ELIZABETH ELIZABETH ELIZABETH ELIZABETH ELIZABETH ELIZABETH ELLEN ELMO ELVIRA EMELITA EMILY EMILY EMILY EMILY EMILY
NE EVANGELINE EVE EVELYN EVELYN FAE FAIMEA FARAH FARISHTA FAY FAYE FAYE FELICITY FENNIE FIAN FIONA FIONA FIONA FIONA FIONA FIONA FIVIEN FLORENCE FLOUR
GAVIN GAVIN GAVIN GEETA GEMMA GENEVIEVE GENEVIEVE GEOFFREY GEOFFREY GEOFFREY GEORGE GEORGE GEORGE GEORGE GEORGE GEORGIA GERALD GERALD
RIA GONUL GORDON GORDON GRACE GRACE GRAEME GRAEME GRAHAM GRAHAM GRAHAM GRAHAM GRAHME GRANT GRANT GRAZIELL A GREG GREGORY GREGORY
HARIKLIA HARNETT HAYDEN HAYLEY HAZEL HEATH HEATH HEATH HEATHER HEATHER HEATHER HEATHER HEL AN HEL AN HELEN HELEN HELEN HELEN HELEN HELENA HELENE
NA ILONA IMOGEN IMOGEN IMTIAZ INDUMATHI INGE IRENA IRENE IRIS ISABELLE ISHADI JACK JACKIE JACLYN JACQUELINE JACQUELINE JACQUELINE JACQUELINE JADA JAI
JANINE JANITA JAROSL AV JASMINE JASMINE JASON JASON JASON JASON JASON JASON JASPAL JASVINDER JASYN JAY JAYATISSA JAYLENE JAYNE JEAN JEANETTE JEFF
ICA JESSICA JESSICA JESSIE JIGNESH JILL JILLIAN JILLIAN JIM JING JOAN JOAN JOANN JOANNA JOANNA JOANNA JOANNA JOANNE JOANNE JOANNE JOANNE JOANNE
HN JOHN JOHN JONATHAN JONATHAN JONATHON JONATHON JONG JORDON JORG JOSEPH JOSEPH JOSEPH JOSEPH JOSEPH JOSEPHINE JOSEPHINE JOSHUA JOSHUA
NE JULIJANA JUN JUPINDER JURISCA JUSTIN JUSTIN JUSTIN JUSTIN JYOTSNA K AIN K ANDICE K AREN K AREN K AREN K AREN K AREN K AREN K ARL K ARL A K ARLENE K ARMEN
INA K ATRINA K AY K AYE KEITH KEITH KEITH KELLIE KELLIE KELLY KELLY KELVIN KENNEITH KENNETH KENNETH KENNETH KENNETH KENNETH KENTON KERRI KERRI-ANN KERRIE
KIM KIM KIM KIM KINGSLEY KIRSTEN KIRSTIE KIRSTY KIRSTY KONELIO KOSTA KOUL A KRIS KRIS KRISEIDA KRISHNA KRISTIAN KRISTIE KRISTINA KRISTY KRYSTAL KRYSTAL KUSUM
ANNE LEE LEE LEE LEEON LEESA LENNIE LENORE LEONARDO LEONIE LEPA LESLEY LESLEY LESLEY LINCOLN LINDA LINDA LINDA LINDA LINDA LINDA LINDY LINGLING LINH LISA
SE LOUISE LOUISE LUCIA LUCIEN LUCILLE LUCY LUCY LUIS LUKE LUKE LUKE LUKE LYN LYN LYNDELLE LYNELLE LYNETTE LYNETTE LYNETTE LYNETTE LYNETTE LYNETTE LYNNE LYNNE
ANDI MANDY MANEESHA MANISH MANISH MARC MARCIA MARCUS MAREE MAREE MARGARET MARGARET MARGARET MARGARET MARGARET MARGARET MARIA MARIA
RIO MARIO MARISA MAR JORIE MARK MARK MARK MARK MARK MARK MARLENE MARTIN MARTIN MARTIN MARY MARY MARY MARY MARY MARY (K ATHY) MARYLYN MASSEH
MEL ANIE MEL ANIE MEL ANIE MEL ANNIE MELETUPOU MELINDA MELINDA MELINDA MELISSA MELISSA MELISSA MELISSA MELISSA MELISSA MENDE MERLE MICHAEL MICHAEL
AM MIRIAM MIR JANA MIR JANA MIROSL AV ML ADEN MOANA MOETETAU MOHAMMAD MOHAMMAD MOHAMMED MONICA MONIQUE MONIQUE MURALIDHARAN MURAT
NARDA NARELLE NARELLE NASREEN NATALIA NATALIE NATALIE NATALIE NATALIE NATALIE NATASHA NATASHA NATASHA NATASHA NATHAN NATHAN NATHAN NATHAN
HOL AS NICK NICOL A NICOL A NICOLE NICOLE NICOLE NICOLE NIGEL NIKKI NIKOL A NIKOLCE NIL ADRI NILUFA NIMAL NINOSL AV NISHA NITIN NOEL NOELL A NOELLE NORA
EL A PAMEL A PAMEL A PATREECE PATREECE PATRICA PATRICIA PATRICIA PATRICIA PATRICIA PATRICIA PATRICIA PATRICK PATRICK PATRICK PATRICK PATRICK PATRIZIA PAUL PAUL
M PHEONA PHILIP PHILIP PHILIP PHILLIP PHILLIP PHOUNG PHUONG PIL AN PIMMIE PING POLLIYANNA PRABHATH PREMA PRINZIO PRITPAL RACHAEL RACHAEL RACHEL RACHEL
ND RAYMOND RAYMOND RAYMOND REBECCA REBECCA REBECCA REBECCA REBECCA REBEK AH REGINALD RENEE RENEE RENEE RENEE RENEE RENEE REUBEN REYNALDO
BERT ROBERT ROBERT ROBERTO ROBILL ARD ROBIN ROBIN ROBIN ROBIN ROBYN ROBYN ROBYN ROBYN ROBYN ROBYN RODNEY RODNEY ROGER ROHAN ROHIT ROMAINE
SS ROSS ROSS ROWENA ROWENA ROWENA ROZARIO RUBIN RUSSEL RUSSEL RUSSELL RUTH RUTH RUTH RYAN RYAN RYAN RYAN RYAN SABIH SABINA SABRINA SALLIE SALLY
NDEEP SANDRA SANDRA SANDRA SANDRA SANDRA SANDRA SANDRA SANG SARAH SARAH SARAH SARAH SARAH SARAH SARAH-JANE SAU SAVITA SCOTT SCOTT SCOTT
HANE SHANE SHANE SHANE SHANE SHANNON SHAREN SHAREN SHARNA SHARNA SHARNEE SHARON SHARON SHARON SHARON SHARON SHARON SHASHIKANTHSINGH
LVANA SILVIA SIMON SIMON SIMON SIMON SIMON SIMON SIMONE SIMONE SINEAD SISIRAK ANTHA SITHY SITQEN SITTHICHAI SL AVA SOLOMON SOMMER-LEE SON SON
STEPHEN STEPHEN STEPHINE STEVEN STEVEN STEVEN STEVEN STEVEN STEVEN SU SU SUBIR SUELLEN SUIALOFA SUKHMANI SUNANDA SUNNY SUNTI SUPRIYA SURAPONG
SYLVIA TAI TALEI TAMIE TAMILLEA TAMMY TAN TANIA TANIA TANYA TANYA TANYA TATIJANA TAUSIF TEAU TED TEERAPAT TERESITA TERRENCE TERRI TERRI TERRI-ANNE TERRY
Y TIMOTHY TIMOTHY TIMOTHY TINA TINA TO TOBIAS TODD TODD TONG TONI TONI TONI TOUL A TRACEY TRACEY TRACEY TRACIE TRACY TRACY TRACY TRAN TRANG TRAVEL
I TUAN TUYET TUYET TYNAN UMAID VAN VANESSA VATSAL A VERA VERONICA VICKI VICKI VICTOR VICTORIA VICTORIA VIJAY VIKKIE VIKRAMJIT VINCE VIRGINIA VIRGINIA
NE WAYNE WAYNE WAYNE WAZI WENDY WENDY WENDY WILLIAM WILMA WILSON WINTON XEE Y YAN YMMA YOSEF YUTAO YVETTE ZANE ZANIA ZELIA ZOE ZOE ZORRO
Contents
2
6
8
12
16
24
26
33
Financial Highlights
Chairman’s Letter to Shareholders
Joint Managing Directors’ Report
Chief Financial Officer’s Report
Summary of Operations
Corporate and Social Responsibility
Corporate Governance
Annual Financial Report
for the year ended 30 June 2005
82 Shareholder Information
Financial Highlights
A Year of Strong Growth
Revenue up 24.7%
Net profit after tax up 29.4%
30
500
24
400
29.4%
300
millions
millions
24.7%
200
12
100
6
02
03
04
05
03
02
04
05
Dividends up 29.2%
Earnings per share up 29.4%
20
25
29.4%
20
18
15
cents
cents
18
10
6
5
3
03
04
29.2%
12
03
05
04
05
SLM: share price up 27.2%
$6.00
$5.00
$4.00
27.2%
$3.00
$2.00
$1.00
$0
Jul 03
Oct 03
Jan 04
Apr 04
Jul 04
Oct 04
Jan 05
Apr 05
Jun 05
Source: Australian Stock Exchange
2
Salmat Limited
We Achieved our Goals
Earnings per share up 29.4%
Dividend up 29.2%
Total shareholder return 30.9%
Our goals for 2004/05
What we achieved
Satisfactory shareholder returns
Earnings per share up 29.4%
Dividend up 29.2%
Total shareholder return 30.9%
Maintain market leadership in Targeted Media
and Business Process Outsourcing
Maintained market leadership in both
businesses
Achieve sufficient scale in Contact Centres to
achieve positive EBITA
Contact Centres EBITA $3.4 million
Invest in new technology to enhance product
and service offerings
MarketDisk introduced by Targeted Media
SalesForce acquisition gave us market
leadership
New call centre technology acquired
Print on demand technology acquired
BPO laser and mail platform refresh
Make selective acquisitions which complement
our business
Acquired SalesForce
Acquired NSW Government Printing Service
Our goals for 2005/06
Continue to generate satisfactory shareholder returns
Maintain market leadership in all three businesses
Grow each business organically
Continue to improve customer service through further investment in technology and new products
Make acquisitions that extend our services and add shareholder value
2005 Annual Report
3
Who we are
Salmat is Australia’s leading customer communication group. We facilitate our customers’
contact with their customers – through targeted advertising catalogue distribution;
co-ordinating essential mailings, such as account statements; and telephone conversations.
Over 26 years we have built a 3,600 strong team across 23 sites in Australia
and internationally in New Zealand, Taiwan, the Philippines and Hong Kong.
Our experience, together with our proprietary systems and technology and our strong
customer relationships, secures Salmat’s position as Australia’s – and increasingly the
region’s – leader in customer communication services.
Our values
At every level of our operation we work with three key values in mind: trust, leadership,
and striving to provide proactive, flexible solutions.
Trust is an integral part of our relationship with each customer, supplier, employee and
shareholder. Our business thrives on the teamwork that results from everyone adhering
to the value of trust – of being trusted to do what we say we will and to solve problems
as they arise.
Leadership is fostered throughout the organisation. This includes Salmat leading
industry development, our managers striving to provide solid leadership for their teams,
and our encouragement to all employees to involve themselves actively in community
leadership initiatives.
We proactively develop and deliver flexible solutions to keep companies in touch with
their customers. It’s only by helping others’ businesses that we help our own to grow.
4
Salmat Limited
Our Businesses
Targeted Media
Targeted Media delivers more
than four billion advertising
catalogues to homes
throughout Australia and New
Zealand each year. Detailed
demographic analysis enables
us to target the consumers most
likely to buy particular products
or services, helping our
customers to gain greater value
for their marketing spend and
maximise sales.
Business Process
Outsourcing
Business Process Outsourcing
archives, processes, formats,
prints and mails bank and
credit card statements, accounts
and other regular mailings on
behalf of large companies and
organisations. Our sophisticated
technology delivers a costeffective, high-security service
throughout the Asia-Pacific
region from our facilities in
Australia, Hong Kong, Taiwan
and the Philippines. We have
the ability to add customised
messaging to the 570 million
mail packs we process annually.
Contact Centres
Contact Centres is a leader in
an essential form of customer
communication: conversations.
It handles inbound and
outbound telephone, fax, email
and online communications
from facilities in Australia,
New Zealand and the
Philippines. Inbound services
include technical support and
customer care. Outbound
services provide telemarketing,
direct sales and customer
retention. All this adds up to
some 30 million conversations
a year.
“It is a measure of our expertise that six
of the top ten Australian companies rely
on Salmat for these services”
2005 Annual Report
5
Chairman’s Letter to
Shareholders
Salmat has been profitable in every one of
New non-executive director appointed
its 26 years. It has produced double digit
I welcome Ian Elliot as a director. His
earnings percentage increases each year since
appointment in January 2005 again gives the
its ASX listing in 2002, and, I’m pleased to
board a majority of non-executive directors.
say, continued this performance in 2005.
We strive to ensure the company is managed
The year was also one of significant
in the best interests of all shareholders,
achievements, which will help power the
and I draw your attention to the corporate
company’s continued growth. The company:
governance section on pages 28 to 32 where
made the most significant acquisition
we detail particular efforts in this regard.
in Salmat’s history,
Looking ahead to 2006
achieved each of the key strategic goals
In conclusion, 2005 was another year
we set, and
of significant achievement for Salmat.
increased dividends and delivered
We delivered on our promises of acquisitions,
a satisfactory return to shareholders.
growth and satisfactory shareholder returns.
A successful year of strong earnings
Salmat’s businesses continued to grow
We now have three market leading businesses,
all well positioned for future growth.
organically, but added to this with acquisitions.
Looking forward, our focus is to further
Acquisition of the well-established SalesForce
strengthen the market positions our
call centre group in January 2005 contributed
divisions enjoy. We have re-set goals for
to a 24.7% increase in sales revenue to
the 2005/06 financial year and these are
$407.5 million in the year to 30 June 2005.
detailed in the summary of operations.
SalesForce and the NSW Government Printing
A unique culture
Service, which was acquired in April, are
We value the contribution that each of our
expected to make positive contributions to
3,632 employees makes to help our customers
shareholder value from 2005/06 forward.
grow and, in recognition, we’ve included the
Pleasingly, profit after tax and earnings per
share were both up 29.4% in the 2004/05
year. Profit after tax was $27.1 million,
lifting earnings per share to 23.3 cents.
Increased dividend lifts shareholder returns
The fully franked final dividend of 9.0 cents
brings dividends for the year to 15.5 cents
fully franked, an increase of 29% over 2004.
Total Shareholder Return was 31% for the year.
first name of each of them on the opening
pages of this report. Much of the company’s
success is due to our great team of people
at Salmat, and it is their unique team spirit
and enthusiasm that will take us forward as a
substantial and successful Australian company.
I thank our management and staff for the
energy, engagement and commitment they
bring to Salmat, and thank our customers and
shareholders for their continuing support.
Good progress towards strategic goals
At the outset of the year we set five key strategic
goals, stating them in our last annual report.
I am pleased to say we achieved each goal
(see page 3).
The most significant of these was the SalesForce
Richard Lee
acquisition. Now integrated with our Contact
Chairman
Centres business, it makes us the market leader
in this field.
6
Salmat Limited
“The SalesForce
acquisition was the
most significant in
Salmat’s history”
2005 Annual Report
7
Joint Managing
Directors’ Report
Salmat’s earnings met our expectations, a
ClientLogic, our joint venture call centre business
satisfying outcome in a year when we realised
in the Philippines, showed its potential with
our strategic, financial and operational goals.
its first full year profit. This excellent result
Achievements in all divisions
enabled the initial repayment of part of our
loans to the business. It won a number of new
The 29.4% increase in after tax profit maintains
major US corporate clients and increased its
the level of performance established in recent
available seats by 58% to 2,500 with the
years. A turnaround in profitability of our Contact
opening of a new 800-seat call centre.
Centres division, continued growth of Targeted
Media, and steady earnings from Business
Contact Centres achieves market leadership
Process Outsourcing contributed to the result.
The acquisition of SalesForce was a highlight of
the year, making our Contact Centres division
Management in each division succeeded
in achieving significant progress.
Targeted Media continued to grow
organically and to strengthen advertising
agency relationships. It delivered over
four billion catalogues for the first time.
Business Process Outsourcing (BPO)
broadened its product range, particularly
in the area of digital print-on-demand
services, through the acquisition of the
NSW Government Printing Service in
April. This division also secured a five
year, $40 million contract to provide
statement processing services to a global
credit and charge card company across
Asia-Pacific, which will contribute to
earnings in the 2006 financial year.
Contact Centres division was transformed
in January 2005 with the acquisition of
SalesForce, one of Australia’s most dynamic
and successful call centre and direct sales
organisations. This has made Salmat the
market leader with 2,300 seats. Contact
Centres achieved positive EBITA in the first
half and built on this in the second, achieving
one of the strategic goals we set last year.
8
Salmat Limited
the market leader in Australia and giving us
a much stronger base on which to build.
The division’s revenue more than doubled to
$97.2 million as a result, converting earnings
before interest, tax, amortisation and significant
items (EBITA) to a positive $3.4 million from
a negative $1.5 million the previous year.
Integration is proceeding to plan.
Financial systems and all key operations
have been consolidated, and synergies
have been as anticipated. SalesForce’s
revenue of $53 million from 21 January
was in line with our expectations.
The division’s new business pipeline is the
strongest we have ever seen, and recently we
secured contracts that will add 90 seats in
Sydney and triple the size of our New Zealand
business. Contact Centres’ current average
seat utilisation of its 2,300 seats is 60%,
offering significant opportunities to increase
both revenue and margins. Following the
acquisition, inbound calls now represent 65% of
business, which provides an acceptable mix.
“It is a special team, with a team spirit
that delivers great service for customers
and consistent results for shareholders”
Peter Mattick (left) and Philip Salter (right),
Joint Managing Directors.
2005 Annual Report
9
Joint Managing Directors’ Report continued
Investments in technology have widened
We refreshed BPO’s laser printing and mail
our product and service offering
insertion equipment to provide additional
Salmat’s competitive edge and continuing
features and customer benefits, as well as
growth depend on providing customers with
lifting capacity and production speeds.
superior solutions, services and products.
We are investing in innovation to improve
and extend the type of service and solutions
that we offer. Ultimately this not only helps to
strengthen our competitiveness, but to expand
the size of the markets in which we compete.
One example of our strategy to grow
the market is our encouragement to
shift advertisers toward direct media as
other media becomes less effective.
technology to every seat in our centres, which
will enable us to increase productivity and
improve customer service through intelligent
message routing and other features.
In another example of how we are enhancing
our services through technology, our BPO
division’s launch of virtual server, StreamServe
has been well received. This allows a
customer to bundle similar mail (such as
MarketDisk in the first half of the year, a product
dishonour letters) from different bank branches
to boost Targeted Media’s relationships with
onto our server for us to print and mail in
advertising agencies by making it easier for
one run, reducing costs within the customer’s
them to work with us. This initiative has been
branches and gaining bulk discounts.
new business through advertising agencies.
Agencies realise the growing cost-effectiveness
of direct media. In 1990 placing commercials
in five television shows could reach 80% of the
audience. Now, with the plethora of channels
and the advent of remote control, it takes
commercials in 95 different television shows to
reach the same audience. In contrast, we can
influence that audience at a much lower cost to
the advertiser than other media. We have the
added advantage that independent research
shows 50% of people are likely to visit a store as
a result of receiving a catalogue from a retailer.
Our acquisitions of SalesForce and the NSW
Government Printing Service added strength
to our technology platform, introduced new
intellectual property, and broadened our ability
to provide innovative solutions to our customers.
They added new call centre technology and
print-on-demand capabilities to our services mix.
Salmat Limited
now upgrading our world-leading Genesys
To encourage this trend we introduced
well received, assisting us to gain 80% of our
10
In the Contact Centres business we are
These are just some of our initiatives to
offer our customers ways to improve their
business services and productivity.
People are our most vital resource
Salmat strives to maintain the values and
team spirit that it has had from the outset.
Our people, their ideas, and the high
standards of service that they enthusiastically
achieve underpin our growth.
We are pleased to report that the 1,400strong SalesForce team comes to us with a
similar heritage and culture. It has received
more awards for excellence than any other
call centre business in Australia and in 2004
gained the Best Employer Award in the
well regarded Hewitt Best Employer Survey
of Australian businesses. Kevin Panozza,
the founder of SalesForce, now heads
our merged Contact Centres business.
We try to ensure our people enjoy their time at
Focus areas for 2006
Salmat and we encourage them to contribute
We are concentrating on generating
ideas. Performance is recognised and rewarded.
organic growth in each of our businesses
Salmat continues to put significant emphasis
in the 2005/06 year, but continue to
and resources into training and developing
seek suitable acquisition opportunities.
the skills of our people, as well as creating an
environment that allows them to give their best.
We are well positioned for growth, with new
products and services as well as strong new
Our focus on quality sets us apart
business pipelines, particularly in the BPO
As part of our effort to maintain high quality
and Contact Centres divisions.
customer service, Salmat’s operations in
Australia, New Zealand, the Philippines
and Taiwan are certified to the International
Standards Organisation’s 9001:2000 series.
An internal team and independent audits ensure
we comply with these rigorous standards.
Salmat is fortunate to have a terrific team
and strong cash flow to power us into
these exciting opportunities. We thank
all contributors to Salmat’s performance
for their support and commitment.
We use an Information Security Management
System (ISMS) to identify, assess and rate
information security risks systematically.
This enables us to develop and implement
Peter Mattick
risk mitigation strategies, documentation
and systems to deal with security issues and
threats in a proven and methodical way.
We foster a strong commitment to Occupational
Health and Safety (OHS) that extends to not
only our direct employees but also our large
Philip Salter
Joint Managing Directors
associated workforce of contractors and visitors.
Our comprehensive OHS management
system is designed to identify and control
hazards, and prevent injuries and incidents
at work. Its ‘Salmat Safe’ focus is on
achieving zero incidents of harm within the
workplace. To ensure our processes are
implemented to the highest standards, they
are examined and certified by an external
accreditation body and we employ a
strong OHS team across our businesses.
2005 Annual Report
11
Chief Financial Officer’s Report
Revenue increased
Significant items contributed a net $2.1 million
Group sales revenue increased 24.7% to
to pre-tax earnings. On the positive side,
$407.5 million in the year to 30 June 2005.
following the turnaround in our ClientLogic
joint venture we released provisions totalling
Contact Centres was the main
contributor to revenue growth with
revenue up 128% to $97.2 million.
Targeted Media’s 7.7% increase in catalogue
volumes translated into a 9.3% increase in
revenue. As anticipated, second half growth
of 4.7% was lower than the 13.9% in the first
half due to the exceptionally strong second
half of 2004, when growth was 17.1%.
$5.4 million against our loans to the business.
$2 million of this was included in our first half
accounts, with the balance in the second half.
At year-end, the remaining provision against
our loan to ClientLogic was $400,000.
Partly offsetting this were a $2.2 million software
writedown, and restructuring and integration
costs. These related to the SalesForce and
NSW Government Printing Service acquisitions
BPO revenue grew by 9.0%. First half growth
and the costs of closing our loss-making plastic
was 3.7%, compared with 14.6% in the second
wrapping operations in NSW and Victoria.
half, which included the NSW Government
Printing Service from April. Excluding this,
revenue growth for the year was 6.8%.
Profitability continues to improve
Profit after tax was up 29.4% to $27.1
million, lifting earnings per share from 18c
Tax
Income tax was $11.3 million
($10.4 million in 2003-4), representing
an effective tax rate of 29.5%.
Strong cash flow generated
to 23c. As anticipated, the SalesForce
Operating cash flow rose 13.9% to a
acquisition was earnings per share neutral
strong $31.2 million.
after goodwill amortisation of $1.2
million, interest and integration costs.
Capital expenditure of $16 million was higher
than the previous year, but within our target
The net result was after an increase in
range of 4.0 to 4.5% of sales. It mainly
earnings before interest, tax, depreciation and
related to purchase of equipment in the BPO
amortisation (EBITDA) of 28.6% to $60.0 million.
division to provide additional capacity for
new contracts, both in Australia and in Asia.
Depreciation increased by $4.4 million to
$15.3 million, due mainly to a write down
We spent $65 million on acquisitions, including
in the value of software, the acquisition of
$61 million paid to date for SalesForce, together
SalesForce, and new equipment acquired by
with the acquisition cost of the NSW Government
the BPO division. Excluding depreciation, total
Printing Service and other small acquisitions.
EBITA grew by 24.9% to $44.7 million.
12
Salmat Limited
“The group’s financial performance in the
2005 financial year was again strong with
sales, profit and dividends increasing, and
return on capital an impressive 33%.”
from left to right: Paul Brennan (Group Financial Controller), Stephen Bardwell
(Company Secretary) and Ashley Fenton (Chief Financial Officer)
2005 Annual Report
13
Chief Financial Officer’s Report continued
Year ended 30 June
% growth
05 vs 04
2004
2003
2002
407.5
+24.7
326.9
285.4
248.6
Earnings before interest, tax,
depreciation and amortisation
60.0
+28.6
46.7
42.1
28.1
EBIT
39.1
+27.4
30.7
27.2
11.2
Profit after tax
27.1
+29.4
21.0
16.5
3.6
Earnings per share (cents)
23.3
+29.4
18.0
14.2
NMF
80.2
+202.6
26.5
28.1
17.9
225.3
+70.8
131.9
125.3
106.9
Shareholders’ funds
93.9
+15.4
81.4
73.2
31.0
Net debt (cash)
52.6
NMF
(14.2)
(16.1)
(7.5)
Operating cash flow
31.2
+13.9
27.4
39.2
29.2
Capital expenditure
16.3
+49.5
10.9
8.8
7.7
Debt to equity ratio (%)
56.6
NMF
NMF
57.2
Gearing
(Debt: debt + shareholders funds; %)
36.0
NMF
NMF
36.4
14.7
14.3%
14.7%
11.3%
6.7
6.4%
5.7%
1.4%
33
47%
40%
N/A
(in millions except where stated)
2005
Results
Service revenue
Financial Position
Goodwill
Total assets
Cash Flow
Other Key Measures
EBITDA margin (%)
Net profit margin (%)
Return on capital employed (%)
Employees (full time equivalents)
3,632
+57.2
2,311
2,026
1,550
15.5
+29.2
12.0
8.5
N/A
Dividends
Dividends (cents per share)
(NMF) No Meaningful Figure
14
Salmat Limited
We lent $4.5 million to our Philippines joint
IFRS effect quantified
venture, ClientLogic, in the first half to build
Salmat will adopt the Australian Equivalents
its new call centre, and this was partially
to International Financial Reporting Standards
offset by the repayment of $2.3 million we
(AIFRS) in its financial statements for the year to
received ahead of schedule in the second half.
30 June 2006 and, in preparation, the company
At 30 June, outstanding loans to ClientLogic
has assessed the impact of the expected
totalled $9.9 million and we anticipate further
changes on the latest year’s reported figures.
repayments of around $3 million in the
Adjustments will be included in next year’s report
2005/06 year. We expect to begin to equity
to provide like-for-like comparative figures.
account our 49% interest in ClientLogic in the
second half of the current financial year, once
The key material differences are outlined in
the joint venture has absorbed accumulated
note 1(s) in the notes to the financial
losses, of which Salmat’s share is $1.3 million.
statements on page 50.
Salmat is financially strong
The overall impact on 2005 results at this stage
Salmat’s financial position is strong. Our
would have been to increase the latest year’s
gearing ratio of 36% at 30 June 2005 remains
net profit after tax by $4.0 million, primarily
relatively low for a business our size. We have
due to the reversal of goodwill amortisation,
adequate cash and access to debt facilities
offset by other adjustments. Total equity in
to allow us to take advantage of business
the restated opening balance sheet at 1 July
opportunities that meet our investment criteria.
2004 would reduce by $1.5 million mainly
due to goodwill impairment adjustment.
As expected following the acquisition of
SalesForce, our return on capital was lower than
Total equity under AIFRS, as at 1 July 2004, would
the previous year, but still an impressive 33%.
be $79.9 million, rather than the $81.4 million
recorded in our accounts as at 30 June 2004.
On the balance sheet, goodwill increased
to $80.2 million with $54.8 million
resulting from the SalesForce acquisition.
Net debt at 30 June was $52.6 million,
representing a net debt:equity ratio of 56.6%.
We regard this gearing as comfortable,
with strong cash flow, providing annualised
Ashley Fenton
interest cover of more than 21 times.
Chief Financial Officer
2005 Annual Report
15
Summary of Operations
Targeted Media
2005 Key Objectives
Maintain market
leadership
Grow market in nontraditional areas
Exploit continuing
shift away from direct
media
Enhanced targeting
technology
Selective acquisitions
Performance Summary
Revenues $169
million, up 9.2%
EBITA $36 million,
up 3.7%
EBITA margin 21.3%,
down from 22.4%
Progress Against Priorities
Organic growth continued,
mainly from non-traditional
markets
Catalogue volume up
from 3.8 billion to more
than 4 billion
MarketDisk boosts
relationships with
advertising agencies
New software and
distribution platform
installed
Key Objectives for 2006
Maintain market leadership
Grow local sales
Recover freight and fuel
price increases
Implement new software
distribution platform to
increase productivity,
reduce costs and improve
services
Business Process Outsourcing
2005 Key Objectives
Performance Summary
Maintain market
leadership
Enhance products
and services for
customers
Efficiencies
Revenues $141.3
million, up 9.0%
EBITA steady at
$13.7 million
EBITA margin 9.7%,
down from 10.6%
Progress Against Priorities
4.6% increase in mail
packs lodged
NSW Government Printing
Service acquisition extended
customer base and products
StreamServe technology
taken up by several
major customers
New laser printing and mail
insertion equipment acquired
Loss-making plastic wrapping
operation closed
Key Objectives for 2006
Maintain market leadership
Manage strong new
business pipeline
Market Print-on-Demand
service
Ongoing cost control
Contact Centres
2005 Key Objectives
Organic growth
Develop markets
by promoting
outsourcing
Focus on technology
to improve product
and service offerings
16
Salmat Limited
Performance Summary
Revenues $97.2
million, up 128.2%
EBITA up from $1.5
million loss to positive
$3.4 million
EBITA margin 3.5%
Progress Against Priorities
SalesForce acquisition
provides scale, additional
technology and workforce
management
Market leadership achieved
Seat numbers increased
to 2,300
Customer and industry
base expanded
Philippines business
earns first profit
Key Objectives for 2006
Leverage available seats
to increase utilisation
Market new optimisation
service
Expand technology
enhancements
Convert order pipeline
Market Philippines services
Sales ($m)
EBITA ($m)
Targeted Media
senior managers:
180
38
Peter Boyle and
David Chesser
160
9.2%
36
140
34
120
32
100
30
80
28
04
05
3.7%
04
Sales ($m)
EBITA ($m)
175
15
150
14
9.0%
125
Business Process
Outsourcing
senior managers:
Peter Anson and
David Besson
13
100
12
75
11
50
05
10
04
05
04
Sales ($m)
05
Contact Centres
senior managers:
Andrew Hume and
Kevin Panozza
EBITA ($m)
100
6.0
80
4.5
128.2%
60
3.0
40
1.5
20
0
0
NMF
-1.5
04
05
04
05
(NMF) No Meaningful Figure
2005 Annual Report
17
Targeted Media Case Study
Our warehouses and distribution
network meet the demanding
logistical challenge of
coordinating efficient distribution
of the catalogues to the targeted
letterboxes across metropolitan,
regional and country areas.
Last year we distributed
more than four billion
advertising catalogues.
2
3
1
Taking advantage of Salmat’s
sophisticated targeting tools, a
retailer with a national distribution
network now goes beyond a ‘one size
fits all’ catalogue to reach its Australiawide market. Our unique technology
allows us to target advertising
according to demographic profile.
Some catalogues may feature branded
items and others generic or own-label
products, with each delivered to
the identified cluster of households,
which may be as few as 150.
18
Salmat Limited
In the local communities,
our network gives us
the ability to deliver
the catalogues to nearly
every letterbox in homes
across Australia and New
Zealand. Having control of the
logistics allows us to deliver
only to the chosen target
audience, ensuring that the
catalogue reaches those most
likely to respond.
Independent research indicates
that catalogue advertising is
more cost effective than other
forms of mass advertising.
People peruse the catalogue
at a time that suits them, and
50% of people are likely to
visit a store as a result of
receiving a catalogue.
4
“Our Marketfind software offers
48 different demographic profiles,
allowing customers to be highly
selective in their targeting”
2005 Annual Report
19
BPO Case Study
When a financial institution
sought a single supplier across
the region to print and mail
its regular customer account
statements, it chose us.
We are in the unique position
to coordinate centrally and
distribute locally across the
Asia Pacific region.
Instead of mailing to
the entire region from
one country, we reduce
our customer’s costs by
coordinating bulk mailings
from multiple sites in the
region. This enables
us to gain the best
postage rates and
discounts available.
1 2 3
We are able to process
the data in the most secure,
cost-effective location,
with the highest available
data integrity. For example
we print statements for a
large Japanese company
in Australia using our double
byte technology that allows us
to print in Asian characters.
20
Salmat Limited
4
Having operations in Hong
Kong, Taiwan, the Philippines
and Australia, we can provide
a highly responsive and
efficient service, along with
tight security in every location.
Ultimately our customer’s
customer gets consistent,
high quality service.
“Salmat’s mailings account for 20% of
Australia Post’s bulk business mail, or more
than 590 million items of mail a year”
2005 Annual Report
21
Contact Centres Case Study
Taking all customer calls,
our staff are trained to make
sure that people who want
to change their flight can do
it – offering a friendly and
helpful voice at the end of
the line.
2
3
1
When an airline moves to
online booking it still needs
someone to help customers
over the phone with a
wide variety of enquiries,
including making bookings
and changes to bookings
and other requests. It is one
of the many roles our contact
centres play.
22
Salmat Limited
Working closely
with the airline,
we develop messages
and processes to
quickly convey the
right information for the
airline’s customers.
So when the passenger picks
up his e-ticket for the flight
everything is in order.
Outsourcing the enquiries
service to our professionally
trained customer contact
staff allows the airline to
concentrate on its main
business – keeping the
planes flying on time and
the passengers happy.
4
“Salmat operates the largest Australian-owned
call centre business with more than 2,300 seats
across seven Australasian sites – adding up to
more than 30 million conversations a year”
2005 Annual Report
23
Corporate and
Social Responsibility
“We regard corporate responsibility
as an essential part of business”
Community Responsibility
Major Initiative for 2004 – 2005
Salmat supports the communities in which
Supporting the International Community
we operate through initiatives that provide
– Tsunami Relief
immediate and practical assistance.
During 2004/05 our major effort was to
Salmat strives to make a meaningful
difference in the lives of the families of our
communities. Our key activities support
the children and youth of our communities
across Australia, New Zealand and Asia.
We do this through supporting charitable
organisations that make a difference to the lives
of children and their families, such as the Starlight
Foundation, Childrens Hospital Westmead,
family, friends, suppliers and clients, Salmat
raised $94,050 to assist with Cleanup
Australia’s Tsunami Clean Water Project.
The funds raised were enough to install 15 water
filtration units to local communities. These filtration
units will assist families in protecting their health,
allowing them to rebuild their communities.
Salmat is dedicated to continuing the support
and the Angel’s Home in the Philippines.
for families of our communities across
groups through sponsorship of programs
that foster talented youth to fully reach
their potential, in both the education and
sporting arenas. We support the National
Aboriginal Sports Corporation and several
tertiary education scholarships, where
we not only provide monetary support for
university fees and books, but also provide
valuable work experience positions during
the term of the recipient’s scholarship.
Salmat Limited
the Tsunami. With the help of employees,
Princess Margaret Hospital for Children
Additionally, Salmat supports community
24
support the South Asian regions affected by
Australasia. Our philosophy is to adopt a flexible
approach to support those most in need and
to encourage involvement of our employees,
suppliers, clients, family and friends to foster
a sense of community in the workplace.
2005 Annual Report
25
Corporate Governance
Responsibilities and
Functions of the Board
Salmat Limited and the Board are committed
to achieving and demonstrating high
standards of corporate governance. Salmat
has substantially complied with the best
practice recommendations released by
the Australian Stock Exchange Corporate
Governance Council in March 2003.
The Board of Directors is accountable
to shareholders for the performance of
Salmat Limited and its subsidiaries.
The Board has delegated responsibility for
the management of the group through the
Joint Managing Directors to the executive
management. There is a clear division of
responsibilities between those of the Board
and of management. The Joint Managing
Directors are accountable to the Board
for all authority delegated to executive
management. The Board has also delegated
some of its responsibilities to Committees of
the Board. These delegations are outlined in
the Board approved Committee charters.
The composition of the Board is subject to
shareholder approval. The Board, under
normal circumstances, has a majority of
independent non-executive directors.
26
Salmat Limited
The Board has undertaken its second Board
performance review which considered the
contribution made by individuals and the
Board as a whole to the performance of
the Company and sought to identify areas
for improvement. The Board considers that
an appropriate mix of skills required is
in evidence to maximise its effectiveness
and its contribution to the company.
The Chairman is responsible for
leading the Board, ensuring that Board
activities are organised and efficiently
conducted and for ensuring Directors
are properly briefed for meetings.
The matters specifically identified and reserved
for decision-making by the Board include:
adoption of the strategic plan of the Group;
appointment of key senior executives
and succession planning;
approval of accounts, operating results,
business plans and budgets;
approval of financial policies and
significant capital expenditure;
compliance with legal requirements
and ethical principles;
monitoring business risk and strategies
employed by management;
monitoring financial performance
including approval of the annual and
half-year financial reports and liaison
with the Company’s auditors;
ensuring there are effective management
processes in place and approving
major corporate initiatives;
reporting to shareholders; and
ensuring there is an effective
“whistleblower” policy in operation.
On 1 January 2005, Mr Ian Elliot was
appointed to the Board as a new independent
non-executive director. This appointment
restored the majority of independent nonexecutive directors. The appointment of
Mr Elliot followed a board approved procedure
which ensured that the best candidate,
taking into account the time, skills and
experience required was selected. Following
his appointment, an induction process was
undertaken to ensure his active participation
in board decisions at the earliest opportunity.
The Board has reviewed these responsibilities
in conjunction with the Board performance
review and considers it has discharged
these responsibilities.
The Chairman must be an independent
non-executive director. The Board will be
independent of management and all Directors
are required to bring independent judgment
to bear in their Board decision making.
It is the responsibility of each director to
ensure they have sufficient time available
to adequately discharge their duties.
The Chairman considers this factor
when undertaking board reviews.
The Board of Directors from left to right: John Thorn (Non-executive Director), Peter Mattick (Joint Managing Director),
Ian Elliot (Non-executive Director), Richard Lee (Chairman) and Philip Salter (Joint Managing Director).
2005 Annual Report
27
Corporate Governance
The Company has a selection process in
place for new Directors.
In addition, Ian Elliot being appointed since
the last meeting, retires and offers himself
for re-election.
Details of the members of the Board, their
experience, expertise, qualifications term of
office and independence status are set out
in the Directors’ report on pages 34 to 42.
The Company’s policies regarding the terms
and conditions of remuneration of Board
members are determined by the Board after
considering independent professional advice.
No retirement benefits are paid to non-executive
directors, nor are they eligible to participate
in the established incentive schemes.
At the annual general meeting, John Thorn
will retire by rotation and being eligible,
will offer himself for re-election.
Board Member
Richard Lee
Philip Salter
Peter Mattick
John Thorn
Ian Elliot
Appointed
Director
Chairman,
Independent
Non-executive Director
Joint Managing
Director
Joint Managing
Director
Independent
Non-executive Director
Independent
Non-executive Director
9/8/02
14/3/84
14/3/84
1/9/03
1/1/05
The remuneration and terms and conditions
of employment for the Joint Managing
Directors and other senior management
are reviewed by the Remuneration and
Compensation Committee after seeking
independent professional advice and
approved by the Board of Directors.
Details of remuneration and the processes
undertaken by the company are included
in the Remuneration Report on page 36.
The executive management prepares
strategic plans for each operating activity
and the group. These plans are presented
to the Board who then review and endorse
strategies designed to ensure the continued
profitable performance and growth of the
group. This process encompasses two formal
reviews by the Board of the strategic plan
and progress against the plan each year.
Annual operating plans and budgets are
based on these approved strategies.
28
Salmat Limited
Committee Member
Audit, Risk
Remuneration
and
and
Compliance
Compensation
Committee
Committee
Independence of Board Members
Our definition of an independent director
is one who is independent of management
and free from any business or other
relationship that could materially interfere
with the exercise of independent judgment.
It is the Board’s view that each of its nonexecutive directors is independent.
Materiality for these purposes is determined
on both quantitative and qualitative bases.
There was not a majority of independent,
non-executive directors in office from the
time of the passing of Mr Robert Sutton on
10 June 2004, until 1 January 2005, when
Mr Ian Elliot was appointed to the Board.
Access to Independent
Professional Advice
Guidelines are in place which provide
for each Director to have the right to seek
independent professional advice at the
Company’s expense subject to the prior
approval of the Chairman. Details of the
policy are available on the Company’s
website at www.salmat.com.au
Code of Ethics
Salmat’s approach to business continues to
be founded on a culture of ethical behaviour.
We stress honesty and integrity in everything
we do, which flows through to our employees,
our customers, our shareholders, the
community and to other stakeholders.
The Board has adopted a Code of Ethics,
which imposes on all Directors, employees
and consultants the following duties:
to act honestly, fairly and without
prejudice in all commercial dealings
and to conduct business with
professional courtesy and integrity;
to work in a safe, healthy and efficient
manner, using their skills, time and
experience to the maximum of their ability;
to comply with applicable awards,
Company policies and job requirements;
not to knowingly make any misleading
statements to any person or to be a party
to any improper practice in relation to
dealings with or by the Company;
to ensure that the Company’s resources
The Board has established a number of
Committees to assist in the execution of its
duties and to allow detailed consideration
of complex issues. Current Committees
of the Board are the Remuneration &
Compensation Committee and Audit,
Risk and Compliance Committee.
Due to the small number of Directors on
the Board, it is considered that a separate
nomination committee is not required.
The functions of a nomination committee
are carried out by the full Board.
Audit, Risk and Compliance Committee
The Audit Risk and Compliance
Committee is a committee of the Board.
The Committee charter adopted by the
Board is displayed on the Salmat Limited
website: www.salmat.com.au. Its membership
consists of the three independent nonexecutive directors of Salmat Limited.
The Committee has met three times this year.
The Chairman of the Committee is
Mr John Thorn. Mr Thorn’s experience in the
accounting profession complements the
financial and commercial experience of
the other independent non-executive Board
members. This blend of experience and
technical expertise enables this Committee
to review critically the financial management
and risk profile of Salmat and further develop
corporate governance within the Company.
The responsibility is as follows:
and property are used properly;
not to disclose information or documents
assist the Board of Directors to discharge
relating to the Company or its business,
its responsibility to exercise due care,
other than as required by law, not to make
diligence and skill in relation to the entity’s:
any public comment on the Company’s
–
affairs and not to misuse any information
about the Company or its associates; and
to ensure there is a clear communication
process for employees to communicate
matters of concern to the Board.
–
financial management and
statutory compliance
assessment of whether external
reporting is consistent with Committee
members’ information and knowledge
and is adequate for shareholder needs.
2005 Annual Report
29
Corporate Governance
–
–
–
–
assessment of the management
processes supporting external reporting.
recommending to the Board the
appointment, re-appointment or
replacement of the external auditors
and setting the appropriate fees.
evaluating the performance of the
external auditors, including their
independence, effectiveness
and objectivity.
reviewing and assessing non-audit
service provision by the external auditors
and giving particular consideration
to the potential for the provision of
these services to impair the external
auditors’ judgement or independence
in respect of the Company.
provide a structured forum for
communication between the Board of
Directors and senior management.
provide a structured reporting line
for the Group Risk Management
and Risk Assurance Function.
The committee affirms it has complied
with the requirements of its charter.
The Committee receives formal completion
certification from management as to accuracy
and completeness of the financial results of
the Company with each set of results. The
certification provides assurance to the Board
as to the financial report and condition
of the company as well as the operation
of the risk management and compliance
and control elements which support the
financial statements. The certification is
attested to the Board by the Joint Managing
Directors and Chief Financial Officer.
The Committee meets with the Company auditor
without the presence of management on a
regular basis to receive their independent view
on the financial reports and relevant matters.
The Committee customarily invites the Joint
Managing Directors and Chief Financial
Officer to attend the majority of its meetings.
30
Salmat Limited
The Committee uses a combination of
internal and specialist external resources
to undertake the risk assurance function.
Risk and assurance reporting has been
integrated into the monthly financial and
operating reports. An internal risk assurance
function is in operation which utilises the
well-established ISO certification processes
(ISO 9001: 2000 series) thus embedding
the process in Salmat’s business practices.
The Committee receives an independent
external report on the Risk Assurance
function before each profit announcement.
Remuneration and
Compensation Committee
The Remuneration and Compensation
Committee is a committee of the Board.
The Committee charter adopted by the Board
is displayed on the Salmat Limited
website www.salmat.com.au
Its membership consists of the three
independent non-executive directors of
Salmat Limited.
The chairman of the Committee is Mr Ian Elliot
who has undertaken those duties since his
appointment on 1 January 2005. Our thanks
to Mr Richard Lee who stood in as acting
chairman of this committee until that date.
The Committee has met four times this year.
The responsibility of the Committee is to:
review overall remuneration policies and ensure
they are in accord with current best practice.
determine the remuneration arrangements for
the Joint Managing Directors and approve the
Joint Managing Directors recommendations
for the other senior executives nominated
by the Joint Managing Directors.
set the performance targets for the Joint
Managing Directors and review their
performance against these targets. Review
and approve the recommended performance
targets for other senior executives.
determine the share options plan for the
a group regulatory compliance program
Joint Managing Directors and approve their
supported by approved guidelines and
recommendations for other senior staff.
standards covering crisis management,
review succession planning of Joint Managing
the environment, occupational
Directors and plans for senior executives.
health and safety, trade practices,
ensure Salmat’s operations comply with
equal employment opportunity, anti-
or exceed the Occupational Health
discrimination and sexual harassment;
& Safety legislation in the relevant
20 certifications to the ISO9001:2000
jurisdictions in which it operates.
series standards throughout its operations;
a comprehensive insurance program
The committee affirms it has complied
with the requirements of its charter.
The Committee has retained independent
advisers who provide information on current
best practice (including remuneration levels)
for executive and non-executive remuneration.
The Committee reviews remuneration
levels in the light of this advice and the
individual’s performance. The Joint Managing
Directors attend committee meetings to
review remuneration levels for other staff.
A tailored induction program is provided for
new directors dependent on their individual
skills, background and experience. This
program includes site visits, discussions
with senior managers, review of strategic
documents and presentations by business
units. Ongoing participation in activities is
tailored to the business needs and current
activities of the Company from time to time.
Risk Management
The Company has in place a
framework to safeguard Company
assets and ensure that business risks are
identified and properly managed.
The Company has in place a
number of risk management controls
which include the following:
policies and procedures for the management
of financial risk and treasury operations
including exposures to foreign currencies;
guidelines and limits for the approval of
capital expenditure and investments;
including external risk management surveys;
certification for all major operations
for occupational health and safety
through the National Safety Council
for Australia five-star program; and
a focus on financial and non-financial
key performance indicators to monitor
performance. A Management
Operating System process is in place
for continuing to deliver productivity
improvements in a quality environment.
Continuous Disclosure and
Shareholder Communication
Salmat is committed to complying with the
continuous disclosure obligations of the
Corporations Act and the ASX Listing Rules.
Salmat understands and respects the fact
that timely disclosure of relevant information
is central to the efficient operation of the
securities market. The Company has a
continuous disclosure policy, which also
covers the conduct of investor and analyst’s
briefings and communications with the media.
Materiality and Disclosure
The Company has a published disclosure
policy for timely and accurate release
of material events. The policy focuses
on continuous disclosure of information
concerning the Company that a reasonable
person would expect to have a material
effect on the price of the Company’s
securities. As a general guideline, the Board
considers that any financial impact, which
affects group revenue or profit by more
than 10%, may be considered material.
2005 Annual Report
31
All announcements made via the ASX are
then immediately posted on the Company’s
website www.salmat.com.au. Similarly,
prior to any analyst briefing on aspects of
the Group’s operations, the material used
in the presentation is released to the ASX
and posted on the Company’s website.
Restrictions on Securities Dealings
All employees, including our Directors
and other officers, are subject to the
restrictions under the Corporations Act
2001 (Cth) in relation to Salmat shares.
Salmat has a published policy on share
trading. The policy prohibits Directors and key
employees from dealing in Salmat securities
for the period 15 days before the end of a
reporting period to one day after those results
are released to the market (the embargo
period). Through an internal notification
process, all Directors and key employees
are required to advise the Company
Secretary of any trade in Salmat securities,
in which they have a beneficial interest.
Shareholder Communication
Salmat places considerable importance on
effective communication with shareholders.
The Company Secretary is nominated as
the person responsible for communications
with the ASX. This role includes responsibility
for ensuring compliance with the continuous
disclosure requirements in the ASX listing rules.
All shareholders may receive a copy of the
Company’s annual report. In addition, the
Company has made available electronic
communication of all announcements for
convenience of all shareholders. Since our
public float in December 2002, Company
announcements, media briefings, press
releases and financial reports are available on
the Company’s website www.salmat.com.au.
32
Salmat Limited
The Company’s web site includes
key information on the following:
Directors & Management – providing
personal profiles about the current Board
of Directors and the members of the senior
management team (‘About Salmat’).
Announcements – contains all media releases
that the Company has made since the
initial public offering in December 2002.
Presentations – contains all external party
presentations made by the Company.
Half Yearly / Annual Reports – contains
a statement of the results as well as
a copy of the audited accounts.
Key Dates – contains key dates pertaining to
the release of the Company’s annual results
and other key events such as annual general
meeting and dividend payment dates.
Share Registry – contains our share registry
contact details as well as pertinent information
relating to shareholder communications regarding
receipt of annual and half yearly reports and
a hot link to our share registry’s website.
Corporate Governance – key
Salmat policies and information
about how Salmat is managed.
External Auditor’s Appointment
Our independent external auditors
are WHK Greenwoods. The firm has
confirmed that they have maintained their
independence as part of their review
of the half-year and full year results.
Our auditor will attend and is
available to answer questions at
the Annual General Meeting.
Following a tender process conducted in
early 2005, the Board has decided to
appoint Ernst and Young as auditors of the
company. This appointment will be effective
for the 2006 financial year subject to the
approval of the Australian Securities and
Investments Commission and shareholders
at the Annual General Meeting.
Salmat Limited
and Controlled Entities
Annual Financial Report
ABN 11 002 724 638
for the Year Ended 30 June 2005
Contents
34
43
44
45
46
47
47
55
56
56
57
58
58
59
59
59
59
60
60
61
61
63
Directors’ Report
Auditor’s Independence Declaration
Statement of Financial Performance
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial Statements
Statement of significant
accounting policies
Revenue
Profit from ordinary activities
Income tax expense
Directors’ and executives’
remuneration
Auditors’ remuneration
Dividends
Earnings per share
Net tangible asset backing
Cash assets
Receivables
Inventories
Associated companies
Other financial assets
Controlled entities
Property, plant and equipment
64
64
64
64
65
65
66
67
67
68
68
69
69
72
73
74
76
76
77
79
80
82
83
84
Deferred tax assets
Intangible assets
Other assets
Payables
Interest bearing liabilities
Tax liabilities
Provisions
Contributed equity
Reserves
Retained profits/(accumulated losses)
Commitments for expenditure
Contingent liabilities
Segment reporting
Cash flow information
Superannuation
Employee ownership plans
Events subsequent to reporting date
Related party transactions
Financial instruments
Directors’ Declaration
Independent Audit Report
Shareholder Information
Glossary
Corporate Directory
2005 Annual Report
33
Salmat Limited and controlled entities
Directors’ Report
The Directors present their report on Salmat Limited and its controlled entities (Salmat Group) for the financial year ended 30 June 2005.
Directors
The names of Directors of Salmat Limited in office at any time during or since the end of the year and the beneficial interest
of each Director in the contributed equity of the company are as follows:
No. of Ordinary
Shares Richard Lee
Appointed 9 August 2002 No. of
Options
310,894 –
Peter Mattick
Appointed 14 March 1984 34,644,652 665,000
Philip Salter
Appointed 14 March 1984 34,429,338 665,000
John Thorn
Appointed 1 September 2003 77,307 –
Ian Elliot Appointed 1 January 2005 4,868 –
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Review of Operations
A review of Salmat Group operations and the results for
the year ended 30 June 2005 are set out in the attached
Annual Report.
Principal Activities
The principal activities of the economic entity during the
financial year were the provision of commercial services in
the following three businesses:
Targeted Media delivers advertising catalogues to
homes throughout Australia and New Zealand. Detailed
demographic analysis enables us to target the consumers
most likely to buy particular products, helping our customers
to maximise their sales.
Business Process Outsourcing processes and mails bank and
credit card statements, accounts and other customised, bulk
mailings in Australia, Hong Kong, Taiwan and the Philippines.
We receive customers’ electronic data, process it using
smart technology, and print and mail statements, providing
significant cost savings.
Contact Centres handles inbound and outbound telephone,
fax, email and online communications on behalf of our
customers, from facilities in Australia, New Zealand and the
Philippines. Inbound services include technical support and
customer care; while outbound services include telemarketing,
direct sales and customer retention. We also facilitate
business-to-business and business-to-consumer conversations
through a range of sales support services.
34
Salmat Limited
During the financial year, Salmat Group acquired the
SalesForce Group of companies, which provided additional
call centre business and direct sales opportunities and made
Salmat the largest contact centre business in Australia. There
were no other significant changes in the nature of the entity’s
principal activities during the financial year.
Performance Indicators
Management and the Board monitor the group’s overall
performance, from its implementation of the mission statement
and strategic plan through to the performance of the company
against operating plans and financial budgets.
The Board, together with management, have identified
key performance indicators (KPIs) that are used to monitor
performance. Key management monitor KPIs on a regular
basis. Directors receive the KPIs for review prior to each
monthly Board meeting allowing all Directors to actively
monitor the group’s performance.
Risk Management
The group takes a proactive approach to risk management.
The Board has a number of mechanisms in place to ensure that
management’s objectives and activities are aligned with the risks
identified by the Board. These are detailed in the Corporate
Governance Statement which accompanies this report.
Significant After Balance Date Events
On 25 August 2005, the Directors declared a final dividend
for 2005 of 9.0 cents per ordinary share (amounting to
$10.5m) franked to 100% at 30% corporate tax rate. A record date of 13 September 2005 has been set, with
the dividend due to be paid on 4 October 2005.
Salmat Limited and controlled entities
Directors’ Report
Future Developments
Peter Mattick
Likely developments in the operations of the economic entity
and the expected results of those operations in future financial
years have not been included in this report as the inclusion of
such information is likely to result in unreasonable prejudice to
the economic entity.
Joint Managing Director
Significant Changes in the State of Affairs
On 21 January 2005, the Salmat Group acquired all of the
issued shares in SalesForce Australia Pty Limited, SalesForce
Services Pty Limited and SalesForce New Zealand Limited
(SalesForce) which made Salmat the largest contact centre
business in Australia.
During the year, the company‘s available loan facilities were
increased by $45.0m through an additional facility provided
by the company‘s existing bankers. This increased the total
loan facilities available to the group to $130.0m. All facilities
are secured by a deed of negative pledge and guarantee
over the assets of certain group companies.
There were no other significant changes in the company’s
state of affairs during the financial year.
Environmental Issues
The economic entity‘s operations are not regulated by any
significant environmental regulation under a law of the
Commonwealth or of a State or Territory.
Information on Directors
Richard Lee
Non-Executive Chairman (Independent)
Background & Qualifications
Mr Lee is a former Chief Executive of the NM Rothschild
Australia Group and a former Director of NM Rothschild
and Sons Limited in London, Singapore and Hong Kong.
He also formerly held Senior Management roles in finance
and marketing with CSR Limited. Mr Lee holds a Bachelor
of Engineering Degree with first class honours from Sydney
University, and a Master of Arts Degree from Oxford University.
Other Directorships
Mr Lee is a Director of CSR Limited, Ridley Corporation Limited
and Cash Services Australia Pty Limited. He is also Chairman
of Inteq Limited and an Independent Member of the Trading
Risk Management Committee of Graincorp Limited.
Background & Qualifications
Joint founder of Salmat, Mr Mattick holds a Bachelor of
Commerce Degree from the University of New South Wales.
Professional, Industry & Community Involvement
Mr Mattick is a fellow of the Australian Society of Certified
Practicing Accountants, Fellow of the Australian Institute of
Company Directors, Member of the Commerce Faculty
Advisory Board to the University of New South Wales
and a Member of the Advisory Council for the Institute of
Neuromuscular Research.
Philip Salter
Joint Managing Director
Background & Qualifications
Joint founder of Salmat, Mr Salter gained experience in the
real estate industry prior to founding Salmat.
Professional, Industry & Community Involvement
Mr Salter is a member of the Company Directors Association
of Australia and a former Director of the Australian Direct
Marketing Association. He is currently a Board Member
of the Prince of Wales Medical Research Institute.
John Thorn
Non-Executive Director (Independent)
Background & Qualifications
Mr Thorn was formerly National Managing Partner of
PricewaterhouseCoopers in Australia, and gained international
management experience with PricewaterhouseCoopers
global firm. He was Managing Partner of the firm‘s Audit
practice from 1998 to 2002, and has over 20 years
experience as Partner, responsible for the audit of major
international and Australian companies.
Other Directorships
Mr Thorn is a Director of Amcor Limited, Caltex Australia
Limited and National Australia Bank.
Professional, Industry & Community Involvement
Mr Thorn is currently a Fellow of the Institute of Chartered
Accountants and a Member of the Australian Institute of
Company Directors.
Professional, Industry & Community Involvement
Mr Lee is a Fellow and NSW Council Member of the
Australian Institute of Company Directors and is also a
Governor of the Institute of Neuromuscular Research and a
Director of the North Shore Heart Research Foundation.
2005 Annual Report
35
Salmat Limited and controlled entities
Directors’ Report
Ian Elliot
Remuneration and Compensation Committee
Non-Executive Director (Independent)
The Remuneration and Compensation Committee is a
committee of the Board. The charter adopted by the Board
is displayed on the Salmat website www.salmat.com.au.
Background & Qualifications
Mr Elliot is a Fellow of the Australian Institute of Company
Directors and a Graduate of the Advanced Management
Program at Harvard Business School.
Other Directorships
Mr Elliot is Chairman of Promentum Limited, Allied Brands
Limited and Zenith Media Pty Limited. He is a Director of Hills
Industries Limited and a former Chairman and CEO of George
Patterson Advertising.
Professional, Industry & Community Involvement
Ian is currently on the Board of the National Australia Day
Council. He is also a past member of The Board of Centenary
of Federation. He was previously Chairman of the St Vincent’s
heart lung transplant fundraising committee and was a Director
of Starlight Foundation.
Information on Company Secretary
Stephen Bardwell
Mr Bardwell has been Company Secretary since October
2002. He has had over 25 years in senior commercial
roles, and joined the company as Group Financial Controller
in 1989, actively participating in the expansion and
development of Salmat in both Australia and Asia.
Prior to listing of the company, he had over ten years
experience as Secretary of Salmat Group Companies.
Remuneration Report
Remuneration Policy
The company has a team of executives and staff with
considerable experience and expertise in its various business
segments. Our continued success is in no small measure due
to their contribution. As we grow, we create employment
opportunities for current staff as well as demand for new skills
from the market. The company policy is to remunerate staff in
accordance with market rates in keeping with the individuals
duties, responsibilities and performance using comparative
market information.
The application of this policy is overseen by the Board
through the Remuneration and Compensation Committee.
The Committee consults with external advisers on best practice
and appropriate market benchmarks, covering the level of
remuneration, split between fixed and variable components
and both short and long term incentives.
36
Salmat Limited
Committee membership consists of three independent nonexecutive directors of Salmat Limited. The chairman of the
Committee is Mr Ian Elliot.
The responsibilities of the Committee are as follows:
– R eview overall remuneration policies and ensure they are
in accordance with current best practice.
– D
etermine the remuneration arrangements for the Joint
Managing Directors, including their short and long term
incentives.
– R eview the Joint Managing Directors’ recommendations
for the other senior executives nominated by the Joint
Managing Directors.
– S
et and review the performance targets for the
Joint Managing Directors. Review and approve the
recommended performance targets for other senior
executives.
The Committee has retained independent advisers to provide
information on current best practice (including remuneration
levels) for director and executive remuneration. The Committee
reviews this external remuneration advice in the light of the
various individual‘s performance. The Joint Managing Directors
attend Committee meetings to review remuneration levels for
other senior staff.
Non-executive Director Remuneration
The remuneration policy for non-executive directors is designed
to remunerate them at market levels for their time, commitment
and responsibilities. The company is cognisant that it needs to
attract and retain well qualified and experienced directors. In
the light of the increased time and legal liability imposed upon
directors arising from developments in corporate governance,
corporate law and the expectations of shareholders generally,
the Remuneration and Compensation Committee retains external
advice as to an appropriate level of external director fees.
Non-executive directors are paid a directors fee and
participate in a deferred share scheme after serving at least
five years as a non-executive director of the company. The
non-executive directors do not receive any retirement or
performance related benefits. Non-executive directors fees are
reviewed annually in June. The Board resolved not to change
the fees for the 2005/06 year.
Salmat Limited and controlled entities
Directors’ Report
Effective from 1 July 2004, the Chairman receives $125,000
per annum. All other non-executive directors receive $75,000
per annum. These fees cover all Board activities. Additional
fees are paid with respect to membership of each of the two
Board Committees; namely the Audit Risk and Compliance
Committee and the Remuneration and Compensation
Committee. These fees are $10,000 per Committee for
each non-executive director. All director‘s fees are inclusive
of superannuation entitlements.
Other Benefits
The deferred share entitlement is a once only purchase. It has been set at the cash value of one year‘s non-executive
directors fees; currently $75,000. The deferred share
purchase of the equivalent shares is made following receipt
of shareholders approval.
The Joint Managing Directors each have a 3 year contract
which expires in October 2005. They have indicated to the
Board that they are willing to renew these Agreements for a
further 3 years. It is intended that new contracts are signed
before the expiry of the current agreements.
The constitution of the company currently provides that the
aggregate maximum amount payable to non-executive
directors would not exceed $750,000.
The current agreements require the Joint Managing Directors to
participate in an annual performance review, undertaken by
the Board.
Senior Executive Remuneration
There are no specified entitlements payable as a consequence
of early termination. Any entitlements would be those arising
under relevant employment legislation in NSW at the relevant
time. The contracts provide that in the case of illness or
incapacity, the required period of notice would be six months.
In this case, the amount to be paid would be any balance
of the period of notice not given on termination. In the case
of material breach, serious criminal offence or bankruptcy no
notice would be required.
The remuneration packages of the Joint Managing Directors
and senior executives are constructed to deliver performance
and commitment to the company whilst being in line with
market for the relevant positions. Each of the packages include
the following:
–
fixed component which may be allocated to cash,
A
benefits (on a fully absorbed cost to company basis)
and superannuation.
–
short term incentive (STI) component based on key
A
performance indicators (KPIs) set for the financial year. The
percentage allocated to this component varies according
to the relevant position. In the case of the Joint Managing
Directors approximately 35% of their remuneration package
is allocated to STI’s. STI’s are generally linked to financial
and strategic outcomes aligned with shareholder returns. The KPI’s are comprised of various measurable goals.
–
T hese are agreed between the executive and their
manager to ensure they are in line with the business
targets and goals for the period under review.
–
long term incentive component through issuance of
A
share options is another element considered on an annual
basis. The issue of options is to encourage company
growth and retain key executives.
The remuneration packages are based on advice from external
remuneration consultants and take into account both short and
long term incentives set to achieve the outcomes required by
the Board. To this end the Board aims to set short term incentive
payments at the 75th percentile of like positions, and reward at
this level when superior performance is attained.
The fixed component of the director‘s and senior executive‘s
salary may be split between base salary, superannuation
and motor vehicle on a fully absorbed cost to company
basis including fringe benefits tax, interest cost, amortisation
and running costs. There are no other benefits offered at the
expense of the company.
Service Agreements
The Joint Managing Directors are restrained from working in a
business similar to or in competition with, the business of the
company in Australia for a period of two years after cessation
of employment.
Salmat Employee Option Plan
The Salmat Employee Option Plan was approved by
shareholders at a general meeting in October 2002.
The company has a strategy of offering participation in
the option plan to aid in the attraction and retention of key
employees whilst aligning their goals with that of outcomes
in line with that of shareholders. The Board reviews annually
an appropriate quantum to recommend to shareholders for
issue to the Joint Managing Directors. The Board also reviews
recommendations made by the Joint Managing Directors for
issue to key executives.
The Board oversees the administration of the Plan in
accordance with the Plan Rules. The terms and conditions of
the specific grants to participants are detailed in the Plan.
2005 Annual Report
37
Salmat Limited and controlled entities
Directors’ Report
The Board has determined the following parameters for the
future issue of options to key employees;
Names and positions held of Parent Entity Directors and
Specified Executives in office at any time during the financial
year are:
– The period will be for a five year term
– T he initial exercise date will be three years from issue of
the option
– T he exercise price will be the volume weighted average
share price of Salmat Limited shares for the five days prior
to their issue.
– T he right to exercise will be dependent on a compound
growth in earnings per share of a quantum determined by
the Board for the three financial years prior to the initial
exercise date. For the options issued in 2004 this rate
has been set at 10%.
The Board has issued an additional 165,000 options to each
of the Joint Managing Directors following the initial public offer
in December 2002. Approval was given by the shareholders
at the annual general meeting held on 11 November 2004.
Parent Entity Directors
Richard Lee Non-executive Chairman
Peter Mattick Joint Managing Director
Philip Salter Joint Managing Director
John Thorn Non-executive Director
Ian Elliot Non-executive Director
Specified Executives
Stephen Bardwell Company Secretary
David Besson ivisional Director, D
Business Process Outsourcing
Peter Boyle Divisional Director, Targeted Media
Ashley Fenton Chief Financial Officer
Chris Meakins Chief Technology Officer
Details of Remuneration for Year Ended 30 June 2005
The emoluments of each Director of the parent entity and each of the five Executive Officers receiving the highest emoluments for the parent and economic entity are as follows:
Parent Entity Directors’ Remuneration [Table 1]
2005
Shares Issued3
Richard Lee
–
Bonus
$
–
Peter Mattick 454,020 268,125
Philip Salter 454,020 268,125
Directors
Super-
Fees annuation $
$
133,028 Equity
Options
$
Total
$
Qty
Amortised
Cost
$
11,972 –
145,000
–
9,500
–
95,980 40,062
858,187
–
–
165,000
–
858,187
–
165,000
95,980 40,062
–
–
87,156 7,844 –
95,000 Ian Elliot –
–
43,578 3,922 –
47,500
263,762 215,698 2004
Richard Lee
908,040 536,250 Salary
$
Bonus
$
–
–
Peter Mattick 440,000 250,000
Philip Salter 475,000 250,000
John Thorn
Robert Sutton
Salmat Limited
Qty
–
John Thorn
38
Salary
$
No. of
Options
Issued2
Directors
Super-
Fees annuation $
$
95,000 80,124 2,003,874 Equity
Options
$
Total $
–
25,000 –
25,000 15,345
–
–
–
24,845 330,000
Shares Issued1 Amortised
Cost
Qty
$
No. of Options
Issued2
Qty
8,550 –
103,550
–
9,500
–
–
85,000 20,577
795,577
–
–
–
–
50,000 20,577
795,577
–
–
–
4,500 –
54,500
–
–
–
–
65,400
–
9,500
–
41,154 1,814,604
–
19,000
–
–
–
50,000 –
–
60,000 5,400 915,000 500,000 205,000 153,450 Salmat Limited and controlled entities
Directors’ Report
1
hares were valued at the IPO issue price. The value is amortised over the service period of the Salmat Exempt Employee Share Plan (refer note 32).
S
Amortisation is included for disclosure purposes only. It is not included in the Statement of Financial Performance.
2
ptions granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account of factors such as the option
O
exercise price, the current level and volatility of the underlying share price and the time to maturity of the option. The average value attributed to each option
using this pricing model at grant date was 94.76 cents. Currently, this expense is not recognised in the financial statements.
3
hares granted as part of remuneration have been valued using a binomial pricing model, which takes account of factors such as historic stock volatility, risk
S
free rate, net present value of future dividends, share price at issue date and the term of the vesting period. The average value attributed to each share at the
issue date was $4.21. Currently, this expense is not recognised in the financial statements.
Specified Executives’ Remuneration [Table 2]
The Remuneration and Compensation Committee is responsible for reviewing the nature and amount of the emoluments.
The emoluments of each of the five Executive Officers (excluding Executive Directors) receiving the highest emoluments for the
parent and economic entity are as follows:
2005
Shares Issued1
Salary
$
Bonus
$
No. of
Options
Issued2
Non-Cash
Benefits $
Super-
annuation $
Equity
Options
$
Total
$
Qty
Value
$
Qty
Stephen Bardwell 193,440 40,000 36,360 49,700 9,775
329,275
–
–
40,000
David Besson 297,750 135,000 23,750 38,500 19,550
514,550
–
–
80,000
Peter Boyle 280,000 135,000 55,000 25,000 19,550
514,550
–
–
80,000
Ashley Fenton 308,000 72,000 42,000 30,000 19,550
471,550
–
–
80,000
Chris Meakins 180,653 38,000 41,347 57,800 9,775
327,575
–
–
40,000
1,259,843 420,000 198,457 201,000 78,200 2,157,500
–
–
320,000
Non-Cash
Benefits $
Super-
annuation $
Equity
Options
$
36,360 42,200 5,144
2004
Stephen Bardwell Salary
$
Bonus
$
Total
$
David Besson 210,000 140,000 75,000 35,000 10,289
470,289
740,527 1,407,001 250,000
Peter Boyle 240,000 130,000 55,000 25,000 10,289
460,289 740,527 1,407,001 250,000
232,170 70,000 37,830 20,000 10,289
370,289
–
–
250,000
317,144
–
–
125,000
178,000 40,000 44,000 50,000 5,144
1,053,610 420,000 248,190 172,200 41,155
603,501 Qty
40,000 Chris Meakins 317,632 No. of Options
Issued2
193,440 Ashley Fenton 317,144 Shares Issued1
Value
Qty
$
125,000
1,935,155 1,798,686 3,417,503 1,000,000
1
Shares were valued at the IPO issue price. The value is included for disclosure purposes only. It is not included in the Statement of Financial Performance.
2
ptions granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account of factors such as the option
O
exercise price, the current level and volatility of the underlying share price and the time to maturity of the option. The average value attributed to each option
using this pricing model at grant date was 94.76 cents. Currently, this expense is not recognised in the financial statements.
Non-cash benefits include the provision of motor vehicles.
Notes
– The terms “Director“ and “Officer“ have been treated as mutually exclusive for the purposes of this disclosure.
–
The elements of emoluments have been determined on the basis of the cost to the company and the consolidated entity.
–
Executives are those directly accountable and responsible for the operational management and strategic direction of the company and the consolidated entity.
2005 Annual Report
39
Salmat Limited and controlled entities
Directors’ Report
Options [Table 3]
Number of Options held by Specified Directors & Executives at balance date:
Represented by:
Total
Total
Balance Granted as
Options
Balance
Exercisable Unexercisable
1.7.04 Remuneration
Exercised
30.6.05
at 30.6.05
at 30.6.05
Directors
Richard Lee
–
–
–
–
–
–
Peter Mattick 500,000
165,000
–
665,000
166,666
498,334
Philip Salter 500,000
165,000
–
665,000
166,666
498,334
John Thorn
–
–
–
–
–
–
Ian Elliot –
–
–
–
–
–
Specified Executives
Stephen Bardwell 125,000
40,000
(41,666)
123,334
–
123,334
David Besson 250,000
80,000
(83,333)
246,667
–
246,667
Peter Boyle 250,000
80,000
(83,333)
246,667
–
246,667
Ashley Fenton 250,000
80,000
(83,333)
246,667
–
246,667
Chris Meakins
125,000
40,000
(41,666)
123,334
–
123,334
2,000,000
650,000
(333,331)
2,316,669
333,332
1,983,337
Options were issued under the Executive Performance Option Plan. Options granted as part of remuneration have been valued
using the Black-Scholes option pricing model, which takes account of factors such as the option exercise price, the current level
and volatility of the underlying share price and the time to maturity of the option. The average value attributed to each option
using this pricing model at grant date was 94.76 cents. Currently, this expense is not recognised in the financial statements.
During the year, 333,331 shares were issued by virtue of the exercise of an option at an average exercise price of $2.10.
Shareholdings [Table 4]
Number of Shares held by Directors and Specified Executives
Balance 1.7.04 Net Change* Balance
30.6.05
302,000 8,894 310,894
Directors
Richard Lee Peter Mattick 34,288,238 Philip Salter 34,409,338 20,000 34,429,338
John Thorn 27,307 77,307
Ian Elliot 4,868 4,868
(48,594) 340,094
50,000 –
356,414 34,644,652
Specified Executives
Stephen Bardwell 40
388,688 David Besson 879,129 (248,818) 630,311
Peter Boyle 844,105 (115,631) 728,474
Ashley Fenton 8,400 26,933 35,333
753,315 (216,095) 537,220
Chris Meakins 71,923,213 *
Net change refers to shares purchased or sold by continuing Directors and Specified Executives during the financial year.
Salmat Limited
(184,722) 71,738,491
Salmat Limited and controlled entities
Directors’ Report
Meetings of Directors
During the financial year, the following meetings of Directors were held. Attendances by each Director during the year were:
Committee Meetings
Board of Audit, Risk and Remuneration
Directors Compliance and Compensation
Note
Number
eligible to attend
Number
attended
Number
eligible to attend
Number
attended
Number
eligible to
attend
Number
attended
Richard Lee
15
15
3
3
4
4
Peter Mattick 15
15
–
–
–
–
Philip Salter 15
15
–
–
–
–
John Thorn1 15
15
3
3
4
4
Ian Elliot2 6
6
1
1
1
1
1
2
Chairman, Audit, Risk and Compliance Committee
Chairman, Remuneration and Compensation Committee
Indemnities
Professional Indemnity insurance has been undertaken for the financial year ended 30 June 2005 in respect of work performed
by current or past principals, partners, Directors and employees. Total premium paid by Salmat Limited and controlled entities was
$221,489 excluding GST.
No indemnification insurance has been undertaken for the auditors of the company.
Share Options
As at the date of this report the unissued ordinary shares of Salmat Limited under options are as follows:
Issue Date
Exercise Date No. of Options Exercise Price
2 December 2002
18 October 2004 459,922 $2.10
18 October 2005 910,005 $2.30
18 October 2006 910,012 $2.50
22 November 2004 11 November 2007
886,500 $4.41
6 April 2005 11 November 2007 43,000 $5.05
6 December 2007 245,000 $4.83
6 December 2008 65,000 $4.83
3,519,439
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other
body corporate.
The 3.5 million options noted above represent 3.0% of the total issued shares of Salmat Limited and are within the 5.0% maximum
limit set by the Board.
During the year, 451,657 shares have been issued by virtue of the exercise of an option at an average exercise price of $2.10.
2005 Annual Report
41
Salmat Limited and controlled entities
Directors’ Report
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which
the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Non-audit Services
The board of directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services
during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are satisfied that the services did not compromise the external auditor’s independence for the following reasons:
–
ll non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not
A
adversely affect the integrity and objectivity of the auditor; and
–
T he nature of the services provided do not compromise the general principles relating to auditor independence as set out in
the Institute of Chartered Accountants in Australia and CPA Australia’s Professional Statement F1: Professional Independence.
Fees totalling $56,000 for non-audit services were paid/payable to the external auditors during the year ended 30 June 2005.
Dividends
Dividends paid or recommended for payment are as follows:
– A
final dividend of 7.0 cents per ordinary share (amounting to $8.1m) for 2004 was paid on 1 October 2004.
This dividend was franked to 100% at 30% corporate tax rate.
– A
n interim dividend of 6.5 cents per ordinary share (amounting to $7.6m) for 2005 was paid on 28 March 2005.
This dividend was franked to 100% at 30% corporate tax rate.
–
final dividend of 9.0 cents per ordinary share (amounting to $10.5m) for 2005 was recommended by the directors.
A
This dividend will be franked to 100% at 30% corporate tax rate.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Salmat Limited
support and have adhered to the principles of corporate governance (as described in this Report). The company‘s Corporate
Governance Statement is published on the Salmat website www.salmat.com.au.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2005 has been received and can be found on page 43 of the annual accounts.
Rounding of Amounts
The company is an entity to which ASIC Class Order 98/100 applies and, accordingly, amounts in the financial statements and
Directors‘ Report have been rounded to the nearest thousand dollars.
Signed this 25th day of August 2005 in accordance with a resolution of the Board of Directors.
42
Richard Lee Philip Salter
Peter Mattick
Chairman Director
Director
Salmat Limited
Salmat Limited and controlled entities
Auditor’s Independence Declaration
As lead auditor for the audit of Salmat Limited for the year ended 30 June 2005, I declare that, to the best of my knowledge and
belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
WHK
David Sinclair
Partner
Dated 25 August 2005
2005 Annual Report
43
Salmat Limited and controlled entities
Statement of Financial Performance
For the year ended 30 June 2005
Note
Revenues from ordinary activities Salmat Limited
2005
2004
$000
$000
2
408,885
328,094
42,771
41,613
(168,222)
(116,263)
(18,707)
(17,342)
Depreciation and amortisation expense 3
(20,929)
(15,992)
(4,781)
(2,913)
Borrowing costs expense 3
(1,747)
(26)
(1,728)
(26)
Freight and distribution (95,368)
(86,509)
–
–
Materials usage (24,192)
(24,339)
–
–
Property related expenses (14,133)
(10,971)
(1,443)
(1,515)
Equipment related expenses (31,063)
(24,023)
(4,437)
(3,760)
Employee benefits expense Loan provision write-back 5,402
(2,537)
4,275
(2,468)
Other expenses from ordinary activities (20,196)
(16,039)
(5,093)
(5,158)
Profit from ordinary activities
before income tax expense 3
38,437
31,395
10,857
8,431
Income tax (expense)/benefit relating to ordinary activities 4
(11,330)
(10,440)
4,934
3,171
Net profit attributable to members
of the parent entity 27,107
20,955
15,791
11,602
Net exchange difference on translation of financial reports of self-sustaining foreign operations 25b 172
(439)
(7)
(21)
Share issue costs 24a 32
(159)
32
(159)
Total revenues, expenses and valuation adjustments attributable to members of the parent entity and recognised directly in equity 204
(598)
25
(180)
Total changes in equity other than those resulting from transactions with owners as owners 27,311
20,357
15,816
11,422
Basic earnings per share (cents per share) 8
23.3
18.0
Diluted earnings per share (cents per share) 8
22.6
17.6
The accompanying notes form part of these financial statements.
44
Salmat Group
2005
2004
$000
$000
Salmat Limited
Salmat Limited and controlled entities
Statement of Financial Position
As at 30 June 2005
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Current assets
Cash assets 10 13,952 16,229 Receivables 11 63,029 38,558
Inventories 12 5,759 3,260
Other 19 3,694 2,612 1,732 1,127
86,434 60,659 14,643 15,766
9,470 2,386 54,353 4,796
34,233
Total current assets 12,911 –
–
12,950
1,689
–
Non-current assets
Receivables 11 Other financial assets 14 9
10 34,233 Property, plant and equipment 16 39,938 36,420 1,262 159
Deferred tax assets 17 9,282 5,949 7,056 5,624
Intangible assets 18 80,215 26,521 895 –
Total non-current assets 138,914 71,286 97,799 44,812
Total assets 225,348 131,945 112,442 60,578
Current liabilities
Payables 20 40,847 32,164 13,320 11,482
Current tax liabilities 22 3,835 4,263 1,298 4,051
Provisions 23 8,427 5,162 1,217 1,051
53,109 41,589 15,835 16,584
Total current liabilities Non-current liabilities
Payables 20 4,808 1,605
Interest-bearing liabilities 21 66,533 2,072 Deferred tax liabilities 22 573 Provisions 23 6,382 –
12,835
64,000 –
385 573 385
4,907 1,155 956
Total non-current liabilities 78,296 8,969 65,728 14,176
Total liabilities 131,405 50,558 81,563 30,760
Net assets 93,943 81,387 30,879 29,818
31,459 30,478 31,459 30,478
Equity
Contributed equity 24 Reserves 25 2,628 2,456 (28) (21)
Retained profits 26 59,856 48,453 (552) (639)
93,943 81,387 30,879 29,818
Total equity The accompanying notes form part of these financial statements.
2005 Annual Report
45
Salmat Limited and controlled entities
Statement of Cash Flows
For the year ended 30 June 2005
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Cash flows from operating activities
Receipts from customers * 538,686 459,358 20,161 20,856
Payments to suppliers and employees * (490,659) (417,564) (25,477) (24,834)
Dividends received
Interest received Borrowing costs paid (679) Income tax paid (17,245) (15,078)
31,190 27,413 Net cash provided by operating activities 29 –
–
1,087 21,567 20,000
723 1,043 716
(26) (659) (26)
–
16,635 –
16,712
Cash flows from investing activities
Proceeds from sale of plant and equipment 307 295 –
41
Payment for plant and equipment (16,273) (10,924) –
–
Loans to related entity (1,936) (4,271) (65,020) (2,019) (82,922) (16,919) Proceeds from issue of shares 934 –
934 –
Float costs 32 –
32 (159)
Receipt of borrowings 64,464 340 Dividends paid by parent entity (15,704) (12,197) (15,704) (12,197)
Net cash provided by/(used in)
financing activities 49,726 (11,857) (14,738) (12,356)
Net (decrease)/increase in cash held (2,006) (1,363) (39) 128
17,825 12,950 12,822
Acquisition of businesses Net cash (used in) investing activities 29 (1,936) –
(1,936) (4,269)
–
(4,228)
Cash flows from financing activities
Cash at 1 July 2004 16,229 Cash acquired with purchase of related entity 74 Effect of exchange rates on cash holdings in foreign currencies (345) (233) 13,952 16,229 Cash at 30 June 2005 10 –
* Includes receipts and payments relating to postage disbursements and is inclusive of goods and services tax.
The accompanying notes form part of these financial statements.
46
Salmat Limited
–
–
–
–
–
–
12,911 12,950
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 1. Statement of Significant Accounting Policies
b. Income Tax
The economic entity adopts the liability method of taxeffect accounting whereby the income tax expense is
based on the profit from ordinary activities adjusted for
any permanent differences.
This financial report is a general purpose financial report that
has been prepared in accordance with Accounting Standards,
Urgent Issues Group Consensus Views and other authoritative
pronouncements of the Australian Accounting Standards Board
and the Corporations Act 2001.
Timing differences which arise due to the different
accounting periods in which items of revenue and
expense are included in the determination of accounting
profit and taxable income are brought to account as
either a provision for deferred income tax or as a future
income tax benefit at the rate of income tax applicable
to the period in which the benefit will be received or the
liability will become payable.
This financial report covers the economic entity of Salmat
Limited and controlled entities, and Salmat Limited as an
individual parent entity. Salmat Limited is a listed public
company, incorporated and domiciled in Australia.
It is recommended that this financial report be read in
conjunction with any public announcements made by Salmat
Limited and controlled entities during the year in accordance
with continuous disclosure requirements arising under the
Corporations Act 2001.
Future income tax benefits are not brought to account
unless realisation of the asset is assured beyond
reasonable doubt. Future income tax benefits in relation
to tax losses are not brought to account unless there is
virtual certainty of realisation of the benefit.
The financial report has been prepared on an accruals
basis and is based on historical costs and does not take into
account changing money values or, except where stated,
current valuations of non-current assets. Cost is based on the
fair values of the consideration given in exchange for assets.
The accounts of controlled entities are prepared for the same
period as Salmat Limited. The accounting policies have been
consistently applied by the entities in the economic entity, except
where there is a change in accounting policy and are consistent
with those applied in the 30 June 2004 annual report.
The following is a summary of the material accounting
policies adopted by the economic entity in the preparation
of the financial report. The accounting policies have been
consistently applied, unless otherwise stated.
a. Principles of Consolidation
A controlled entity is any entity controlled by Salmat
Limited. Control exists where Salmat Limited has the
capacity to dominate the decision-making in relation
to the financial and operating policies of another entity
so that the other entity operates with Salmat Limited
to achieve the objectives of Salmat Limited. A list
of controlled entities is contained in note 15 to the
financial statements.
All intercompany balances and transactions between
entities in the economic entity, including any unrealised
profits or losses, have been eliminated on consolidation.
The amount of benefits brought to account or which
may be realised in the future is based on the assumption
that no adverse change will occur in income taxation
legislation and the anticipation that the economic entity
will derive sufficient future assessable income to enable
the benefit to be realised and comply with the conditions
of deductibility imposed by the law.
Tax consolidation
Salmat Limited has formed a consolidated group for
income tax purposes, effective on and from 1 July 2003,
with each of its wholly owned Australian controlled
entities. The entities within the group have entered a tax
sharing agreement whereby Salmat Limited has agreed
to compensate each of the wholly owned Australian
controlled entities for the carrying value of their deferred
tax balances, and each controlled entity will compensate
Salmat Limited for the amount of tax payable that would
be calculated as if the controlled entity was a tax
paying entity.
c. Inventories
Inventories are measured at the lower of cost and net
realisable value. Costs are assigned on a first-in firstout basis and include direct materials, direct labour
and an appropriate proportion of fixed and variable
overhead expenses.
Where controlled entities have entered or left the
economic entity during the year, their operating results
have been included from the date control was obtained
or until the date control ceased.
2005 Annual Report
47
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 1. Statement of Significant Accounting Policies
(continued)
g. Investments in Associates
Investments in associate companies are recognised in
the financial statements by applying the equity method
of accounting. They are carried at the lower of the
equity-accounted amount and recoverable amount in the
consolidated financial report.
d. Property, Plant and Equipment
Each class of property, plant and equipment is carried
at cost less, where applicable, any accumulated
depreciation.
The carrying amount of property, plant and equipment
is reviewed annually by Directors to ensure it is not in
excess of the recoverable amount from these assets.
The recoverable amount is assessed on the basis of the
expected net cash flows which will be received from
the assets employment and subsequent disposal. The
expected net cash flows have not been discounted to
their present values in determining recoverable amounts.
h. Interests in Joint Ventures
The economic entity‘s share of the assets, liabilities,
revenue and expenses of joint venture operations are
included in the appropriate items of the consolidated
statements of financial performance and financial
position. Details of the economic entity‘s interests are
shown in note 13.
The economic entity‘s interest in joint venture entities is
brought to account using the equity method of accounting
in the consolidated financial statements. The parent
entity‘s interests in joint venture entities are brought to
account using the cost method.
Depreciation
The depreciable amount of all fixed assets including
building and capitalised lease assets, but excluding
freehold land, is depreciated on a straight line basis
over their useful lives to the economic entity commencing
from the time the asset is held ready for use. Leasehold
improvements are depreciated over the shorter of either
the unexpired period of the lease or the estimated useful
lives of the improvements.
i. Intangibles
Goodwill
Purchased goodwill and goodwill on consolidation are
initially recorded at the amount by which the purchase
price for a business or for an ownership interest in a
controlled entity exceeds the fair value attributed to its
net tangible assets at date of acquisition. Both purchased
goodwill and goodwill on consolidation are amortised
on a straight line basis over the period of expected
future benefit of the investment, not exceeding 20 years.
The balances are reviewed at each reporting period.
Any balance representing future benefits for which the
realisation is considered to be no longer probable are
written off. Where there is a change in the period of
expected future benefit, amortisation rates are altered
from the effective date of the re-assessment.
The depreciation rates used for each class of depreciable
assets are:
Class of Fixed Asset Depreciation Rate
Buildings 2.5%
Plant and equipment 5.0% to 33.0%
e. Leases
Lease payments for operating leases, where substantially all
the risks and benefits remain with the lessor, are charged as
expenses in the periods in which they are incurred.
f. Investments
Non-current investments are measured using the cost
basis. The carrying amount of non-current investments is
reviewed annually by the Directors to ensure it is not in
excess of the recoverable amount of these investments.
The recoverable amount is assessed from the underlying
net assets for non-listed investments.
48
Salmat Limited
Other
Other intangibles (such as the cost of acquiring
distribution routes or commercial services revenue streams)
are recorded at cost and are amortised over the period
of expected future benefit, not to exceed five years.
j. Foreign Currency Transactions and Balances
Foreign currency transactions during the year are
converted to Australian currency at the rates of exchange
applicable at the dates of the transactions. Amounts
receivable and payable in foreign currencies at balance
date are converted at the rates of exchange ruling at
that date.
l. Comparative Figures
Where required by Accounting Standards comparative
figures have been adjusted to conform with changes in
presentation for the current financial year.
m. Cash
For the purpose of the statement of cash flows,
cash includes:
The gains and losses from conversion of short-term
assets and liabilities, whether realised or unrealised, are
included in profit from ordinary activities as they arise.
The assets and liabilities of the overseas controlled
entities, which are self-sustaining, are translated at yearend rates and operating results are translated at the
average rates for each month. Gains and losses arising
on translation are taken directly to the foreign currency
translation reserve.
k. Employee Entitlements
Provision is made for the company’s liability for employee
benefits arising from services rendered by employees
to balance date. Employee benefits expected to be
settled within one year together with entitlements arising
from wages and salaries and annual leave which will
be settled after one year, have been measured at the
amounts expected to be paid when the liability is settled
plus related on-costs. Other employee benefits (long
service leave) payable later than one year have been
measured at the present value of the estimated future cash
outflows to be made for those benefits.
Contributions are made by the economic entity to
employee superannuation funds and are charged as
expenses when incurred.
The company operates an ownership-based
remuneration scheme through the Employee Option
Plan and the Employee Share Scheme, details of which
are provided in note 32 to the financial statements.
The value of the equity-based compensation scheme
described in note 32 has not been recognised as an
employee benefits expense in accordance with current
accounting standards.
– C
ash on hand and at call deposits with banks or
financial institutions, net of bank overdrafts; and
– Investments in money market instruments with less
than 14 days to maturity.
n. Revenue
Revenue from the rendering of a service is recognised
upon the delivery of the service to the customer.
When rendering services under contract and both the
contract outcome can be reliably measured and control
of the right to be compensated for the services and the
stage of completion can be reliably measured, revenue
is recognised on a progressive basis as the costs to
complete the service contract are performed.
Interest revenue is recognised on a proportional basis
taking into account the interest rates applicable to the
financial assets.
Dividend revenue is recognised when the right to receive
a dividend has been established. Dividends received
from associates are accounted for in accordance with the
equity method of accounting.
Government grant revenue is recognised when the
relevant criteria have been met and there is virtual
certainty that the income will be received.
o. Goods and Services Tax (GST)
Revenues and expenses are recognised net of the amount
of GST.
Receivables and payables in the Statement of Financial
Position are shown inclusive of GST.
2005 Annual Report
49
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 1. Statement of Significant Accounting Policies (continued)
p. Rounding of Amounts
Salmat management, with the assistance of external
consultants, has assessed the significance of the expected
changes and is preparing for their implementation.
An AIFRS committee is overseeing and managing Salmat‘s
transition to AIFRS. The impact of the alternative treatments
and elections under AASB 1: First Time Adoption of
Australian Equivalents to International Financial Reporting
Standards has been considered where applicable.
The parent entity has applied the relief available to
it under ASIC Class Order 98/100 and accordingly,
amounts in the financial report have been rounded
off to the nearest $1,000.
q. Contributed Equity
Users of the financial statements should note, that
the amounts disclosed could change if there are any
amendments by standard-setters to the current AIFRS
or interpretation of the AIFRS requirements changes. The figures disclosed are management‘s best estimates of
the quantitative impact of the changes as at the date of
preparing the 30 June 2005 financial report. The actual
effects of transition to AIFRS may differ from the estimates
disclosed due to:
Issued and paid-up capital is recognised at the fair value
of the consideration received by the company.
Any transaction costs arising on the issue of ordinary
shares are recognised directly in equity as a reduction
of the share proceeds received.
During the year, the company became aware of certain
adjustments which were required to be made relating
to the costs of the 2002 IPO. These were reflected as
adjustments to the current year equity balance.
– o
ngoing work being undertaken by the AIFRS
project team;
r. Earnings per Share (EPS)
Basic EPS is calculated as net profit attributable to
members, divided by the weighted-average number of ordinary shares.
– p
otential amendments to AIFRS and interpretation
thereof being issued by the standard-setters and
IFRIC; and
Diluted EPS is calculated as net profit attributable to members, adjusted for:
– e
merging accepted practice in the interpretation
and application of AIFRS and UIG interpretations.
– costs of servicing equity (other than dividends)
Management has decided to apply the exemption
provided in AASB1, which permits entities not to apply
the requirements of AASB132 Financial Instruments:
Presentation and Disclosures and AASB139 Financial
Instruments: Recognition and Measurement for the
financial year ended 30 June 2005. Salmat is in the
process of determining the impact that adopting the
standards would have on the financial statements of
the Group.
– the after tax effect of dividends and interest
associated with dilutive potential ordinary shares that have been recognised as expenses; and
– o
ther non-discretionary changes in revenues and
expenses during the period that would result from the
dilution of potential ordinary shares divided by the
weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any
bonus element.
s.Impacts of Adopting the Australian Equivalents to
International Financial Reporting Standards
The company is preparing for and managing the
transition to Australian Equivalents to International Financial
Reporting Standards (AIFRS) effective for the financial
years commencing from 1 January 2005. The adoption
of AIFRS will be reflected in the economic entity‘s financial
statements for the year ending 30 June 2006. On first
time adoption of AIFRS, comparatives for the financial
year ended 30 June 2005 are required to be restated.
The majority of AIFRS transitional adjustments will be made
retrospectively against retained earnings at 1 July 2004.
50
Salmat Limited
The directors are of the opinion that the key material
differences in the economic entity‘s accounting policies
on conversion to AIFRS and the financial effect of these
differences, where known, are as follows:
i. AASB2: Share-Based Payments
Share-based compensation forms part of the
remuneration of employees of Salmat. Salmat does not
currently recognise an expense for any share-based
compensation granted. Under AIFRS, Salmat will be
required to recognise an expense for such sharebased compensation. Share-based compensation will
be measured at the fair value of the equity instrument
determined at grant date and recognised over the
expected vesting period of the equity instrument.
A reversal of the expense will be permitted to the extent
non-market based vesting conditions are not met. The
entity will not retrospectively recognise share-based
payments vested before 1 January 2005 as permitted
under AIFRS first time adoption exemptions.
The effect of this is:
At 1 July 2004:
On transition to AIFRS, the adoption of AASB112 would
result in an increase in retained earnings of $169k.
During 2004/05:
The impact on the income statement has been to record
an increase in the tax charge of $105k.
The effect of these changes are:
At 1 July 2004:
An increase in the share-based payments component
of equity of $250k with a corresponding reduction in
retained earnings will be recorded.
During 2004/05:
The impact on the income statement has been to record
a share-based payments expense of $380k, with a
corresponding increase in the share based payments
components of equity.
ii. AASB3: Business Combinations
Under current AGAAP, the cost of an item of property,
plant and equipment is recognised as an asset if it is
probable that future economic benefits associated with
the item will flow to the entity and the cost of the item can
be measured reliably. After recognition as an asset, an
item of property, plant and equipment shall be carried
at its cost less any accumulated depreciation and any
accumulated impairment losses.
Historically, the acquisition of an entity has been
accounted for under the purchase method of accounting
by the legal acquirer. Where consolidated accounts
are prepared, the assets and liabilities purchased
have initially been recognised at their fair values in the
consolidated accounts.
For all business combinations occurring prior to 1 July 2004, the company will use the AIFRS first time
adoption exemption under AASB1 to “grandfather“
those past acquisitions rather than re-open purchase
price allocations. No new intangibles will be brought to
account for those historical acquisitions. Tax adjustments
may be required.
Salmat has assessed its impairment testing policy and
tested all intangible assets for impairment as at transition
and at 30 June 2005.
iii. AASB112: Income Taxes
Currently, Salmat adopts the liability method of tax-effect
accounting whereby the income tax expense is based
on the accounting profit adjusted for any permanent
differences. Timing differences are currently brought to
account as either a provision for deferred income tax
or future income tax benefit. Under AASB 112: Income
Taxes, Salmat will be required to adopt a balance
sheet approach under which temporary differences are
identified for each asset and liability rather than the
effects of the timing and permanent differences between
taxable income and accounting profit.
iv. AASB116: Property, Plant and Equipment
Properties, which are currently carried at deemed cost,
will remain as such on transition to AIFRS. The company
will use the AIFRS first time adoption exemption to
measure land and buildings at the date of transition at
fair value (based on previous revaluations) and use that
fair value as the deemed cost as stated in the accounts at
30 June 2004.
The effect of this is:
At 1 July 2004:
On transition to AIFRS, the existing asset revaluation
reserve will be transferred to retained earnings, resulting
in an increase in retained earnings of $4,117k.
During 2004/05:
There is no impact on the current year comparatives.
v. AASB119: Employee Benefits – Defined Benefit
Superannuation Plan
Under AASB 119: Employee Benefits, employers are
required to recognise the net surplus or deficit in their
defined benefit superannuation plans as assets or
liabilities based on the difference between the accrued
benefits and the net market value of plan assets.
This will result in a change in the economic entity‘s
current accounting policy, which does not record an
asset relating to any net surplus and a liability is only
recognised as a net deficit where a present legal
obligation exists. The economic entity has elected to
recognise actuarial gains and losses in the income
statement in accordance with the corridor approach.
2005 Annual Report
51
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 1. Statement of Significant Accounting Policies
(continued)
The effect of this is:
At 1 July 2004:
The impact of this change in the accounting policy will
be the recognition of a $266k non-current liability, with
a corresponding adjustment to retained earnings as a
decrease of $266k.
During 2004/05:
A decrease in profit of $54k will be recorded, as the net
difference between the market value of the plan‘s assets
and the plan‘s accrued benefits fluctuates.
vi. AASB121: The Effects of Changes in Foreign
Exchange Rates
The effect of this is:
At 1 July 2004:
There is a reclassification of equity instruments, however,
there is no impact on the group‘s equity position.
During 2004/05:
There is no impact on the current year income statement
comparatives.
viii. A ASB136: Impairment of Assets
Under AASB 136: Impairment of Assets, the recoverable
amount of an asset is determined as the higher of net
selling price (fair value less costs to sell) and value in
use. In determining the recoverable amount, projected
future cash flows are discounted using a risk adjusted
pre-tax discount rate and impairment is assessed for the
individual asset or at the ”cash generating unit‘ level.
A ”cash generating unit‘ is determined as the smallest
group of assets that generates cash flows that are largely
independent of the cash inflows from other assets or
groups of assets.
Under AIFRS, all entities will be translated using the
current rate method. As such, the income statement will no
longer be exposed to currency movements on assets and
liabilities held by subsidiaries.
The foreign currency translation reserve for all foreign
operations, through adoption of an election (AASB1:
AIFRS first time adoption) on transition to AIFRS, will be
reset to zero.
The economic entity has assessed its impairment testing
policy and tested all intangible assets for impairment as
at transition and at 30 June 2005.
The effect of this is:
The effect of this is:
At 1 July 2004:
The existing foreign currency translation reserve (currently
in deficit) will be transferred to retained earnings, resulting
in a decrease in retained earnings of $1,662k.
During 2004/05:
There is no impact on the current year comparatives.
At 1 July 2004:
Testing of goodwill at 1 July 2004 indicated that
Philippines goodwill was being carried in excess of its
recoverable amount. Accordingly, a reduction in the
goodwill carrying amount of $1,254k will be charged
to retained earnings.
During 2004/05:
Goodwill amortised in 2004/05 of $5,411k will be
reversed resulting in a corresponding increase in profit in
that period.
ix. AASB137: Provisions
vii. AASB127: Consolidations
In December 2004, the AASB followed its equivalent
UIG international body (SIC) by adopting amendments
to UIG Interpretation 112 “Consolidation-Special Purpose
Entities“. The effect of the scope amendments is to include
equity compensation plans. The amendment requires
the company that has established employee benefit
trusts for the purposes of a share-based payment plan to
consolidate them.
52
Salmat Limited
Provisions are recognised when the group has a legal
or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits
will result and that outflow can be reliably measured.
The group has leased properties in various locations
across Australia, Asia and New Zealand. In most
instances, Salmat is required to “make-good“ the premises
to the original state they were in when Salmat signed
the lease. Under AIFRS, Salmat is required to record a
provision if it can be reliably estimated and measured.
The assets recognised in the balance sheet will be
amortised over the initial estimated life of the lease.
Following the acquisition of SalesForce in January 2005,
an intangible asset will be recognised for $3,949k
representing the future value of specific customers under
contract at the time of acquisition. This will be amortised
to the income statement over a period of three years,
being the estimate of discounted cashflows contracted
from those customers.
Intangible assets with indefinite lives must be tested for
impairment annually regardless of whether impairment
indicators are present and more frequently where
indicators are present.
Deferred acquisition costs recognised in the balance
sheet as a “non-current creditor“ at face value are
required to be discounted.
The effects of this are:
The economic entity has assessed its impairment testing
policy and tested all intangible assets for impairment as
at transition and at 30 June 2005.
At 1 July 2004:
Upon transition to AIFRS, a lease “make-good“ provision
will be recognised in the balance sheet for $2,155k.
A charge to retained earnings will be made of $293k
(being prior amortisation), with the balance of $1,862k
being recorded as a fixed asset.
The company currently amortises goodwill arising on
acquisitions on a straight-line basis over a maximum of
20 years.
Under AIFRS, intangible assets with indeterminate useful
lives are no longer amortised, but are subject to an
ongoing impairment assessment, with carrying values
adjusted accordingly.
The provision for deferred acquisition costs will be
discounted by $163k compared to AGAAP to current
values with a corresponding credit to retained earnings.
During 2004/05:
Following the acquisition of SalesForce in January
2005, additional lease “make-good“ provisions and
corresponding fixed assets have been recorded in
the balance sheet of $484k. The amortisation charge
associated with total “make-good“ provisions for
2004/05 totals $363k.
The current period discount of deferred acquisition costs
amounts to $193k and has been recognised as a credit
to the profit.
The effect of this is:
At 1 July 2004:
There is no impact on the opening balance sheet.
During 2004/05:
An amortisation charge of $658k will be recognised in
the income statement in respect of SalesForce “customers
under contract“.
x. AASB138: Intangible Assets
This Standard defines an intangible asset as an
identifiable non-monetary asset without physical
substance. Salmat has identified one intangible asset at
transition date, relating to a business acquisition in March
2003 (refer to note 18). This represents the amortised
deferred purchase price of the business.
2005 Annual Report
53
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 1. Statement of Significant Accounting Policies (continued)
Salmat Group Salmat Limited
Note
$000
$000
Reconciliation of equity reported under AGAAP
to equity under AIFRS
Total equity reported under AGAAP at 1 July 2004
81,387 29,818
348
Key transitional adjustments:
– Income tax balances 1s(iii) 169
– Recognition of defined benefit superannuation liability 1s(v) (266)
–
– Impairment of Philippines goodwill (1,254)
–
1s(viii) – Recognise lease “make-good“ provision 1s(ix) (293)
(45)
– Movement in deferred acquisition liability 1s(ix) 163
–
Total transition adjustments
(1,481) 303
Total equity under AIFRS at 1 July 2004
79,906 30,121
27,107 15,791
Reconciliation of net profit after tax reported
under AGAAP to net profit under AIFRS
Net profit after tax reported under AGAAP for the year ended 30 June 2005 Key transitional adjustments:
– Income tax
–
Share based payments
– Reversal of amortisation of goodwill 54
1s(i) (105)
21
(380) (380)
1s(viii) 5,411
–
– Movement in defined benefit plan liability 1s(v) (54)
–
– A
mortisation of goodwill, intangible recognised on acquisition 1s(x) (658) –
– Recognition of lease “make-good“ provision 1s(ix) (88)
–
– Amortisation of lease “make-good“ provision 1s(ix) (275)
(42)
– Movement in deferred acquisition liability 1s(ix) –
Total transition adjustments
4,044 (401)
Net profit after tax under AIFRS for the
year ended 30 June 2005 31,151 15,390
Salmat Limited
193
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 2. Revenue
Operating activities
– Service revenue 407,491
–
–
– Dividends received, wholly-owned subsidiaries –
326,865 –
21,567
20,000
– Interest received, other persons
1,087
723
1,043
716
– Other revenue
–
211
– Management fees received –
–
408,578 327,799 –
–
20,161 20,856
42,771 41,572
Non-operating activities
– Proceeds on disposal of plant and equipment 307 295
–
41
307 295
–
41
408,885 Total revenue
328,094 42,771 41,613
Note 3. Profit from Ordinary Activities
Profit from ordinary activities before income tax has been determined after:
a. Expenses:
Borrowing costs:
– Other persons
Total borrowing costs
Depreciation of non-current assets:
1,747
26
1,728
26
1,747 26 1,728 26
– Buildings 350
260
2
1
– Plant and equipment
14,976
10,666
4,779
2,912
15,326 10,926 4,781 2,913
–
–
Total depreciation
Amortisation of non-current assets:
– Goodwill
5,411
4,865
– Other
192
201
Total amortisation
5,603 5,066
20,929 15,992 –
–
–
–
4,781 2,913
Total depreciation and amortisation Bad and doubtful debts:
– Trade debtors 377 417
–
–
Total bad and doubtful debts 377 417
–
–
Rental expense on operating leases
– Minimum lease payments 8,142 1,335 1,510
Research and development costs 701 603
5,397 –
–
b. Net gains/(losses)
Net gain on disposal of non-current assets:
– Plant and equipment
41
115
Foreign currency translation gains/(losses) 71 (23) –
58
191
167
2005 Annual Report
55
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 3. Profit from Ordinary Activities (continued)
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
c. Significant items included in expenses
T he following significant expense items are relevant in explaining the financial performance:
Write-off software assets3
Reversal of loan provision2
Integration and restructure costs4
Write-off of goodwill 1
2
3
4
1
2,308 (5,402) 990 –
–
2,537 –
1,471 2,308 –
(4,275) 2,468
260 –
–
–
In accordance with AASB1013 “Accounting for Goodwill“, a re-assessment of the carrying value and expected period of future benefits attached to certain
goodwill amounts was made at 30 June 2004. As a result, the carrying value of goodwill on Salmat‘s Philippine BPO business has been reduced by $1.5m.
The future amortisation period on this business has been reduced from five years to three years.
During the period, following a substantial improvement in the performance of the 49% owned Philippine call centre joint venture (ClientLogic Philippines), the group
reversed provisions againt its loans due from the joint venture. This reversal (net of the foreign exchange impact) favourably impacted the net profit by $5.4 million.
As the original provision was treated as non-deductible for tax purposes, no tax benefit has been brought to account in the full year result relating to this item.
F ollowing a re-assessment of the expected future benefits to be generated, certain software assets have been written down by $2.3 million. Income tax
expense of $0.7 million has been brought to account in the full year result relating to this item.
Integration costs associated with the acquisition of businesses (refer note 30b) during the year, and the closure of the plastics division in NSW and Victoria.
Income tax expense of $0.3 million has been brought to account in the full year result relating to this item.
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 4. Income Tax Expense The prima facie tax on profit from ordinary activities
before tax is reconciled to the income tax as follows:
Prima facie tax payable on profit from ordinary activities before income tax at 30% (2004:30%) Add:
Tax effect of:
11,531 9,419 3,257 – Non-deductible amortisation
1,650 1,448 – Other non-allowable items
189 222 35 64
– Provision for non-recoverable loans (1,770) 735 (1,432) 740
– Withholding tax
(64) 118
(64)
Under provision for income tax in prior year
(67) 110
–
11,469 Less:
Tax effect of:
– Rebateable fully franked dividends – Amortisation of float costs 248 271 – Effect of lower tax rate applicable to foreign entities (269)
(269) –
– Other 59 200 (11) – R ecoupment of prior year tax losses not previously brought to account 101 1,410 –
11,330 10,440 –
12,052 –
llocation of income tax expense to wholly-owned A
subsidiaries under the Tax Sharing Agreement (16,265) (13,611)
Income tax attributable to parent entity (4,934) (3,171)
Salmat Limited
–
2,529
Income tax expense/(benefit) attributable to profit
from ordinary activities before income tax 56
–
–
–
1,796 3,333
6,470 6,000
271 271
(4,934) –
233
–
(3,171)
Note 5. Directors’ and Executives’ Remuneration
The Corporations Regulations 2005 (No. 4) allows listed companies to transfer certain AASB 1046 Directors and Executive
Remuneration disclosures from the notes to the financial report to the ”Remuneration Report‘ section in the Directors‘ report.
Salmat has taken this option and all required details of Directors‘ and Executive remuneration are now disclosed in the
Remuneration Report section of the Directors report. The other disclosures required by AASB 1046 that are included in the
Directors report but are not exempted from being included in the Financial Report under the Corporations Regulations as amended
are duplicated below.
a. Options
Number of options held by Directors & Specified Executives at balance date:
Balance
Granted as
Options
Balance
1.7.04
Remuneration
Exercised
30.6.05
Represented by:
Total
Total
ExercisableUnexercisable
at 30.6.05
at 30.6.05
Directors
Richard Lee
–
–
–
–
–
–
Peter Mattick 500,000
165,000
–
665,000
166,666
498,334
Philip Salter 500,000
165,000
–
665,000
166,666
498,334
John Thorn
–
–
–
–
–
–
Ian Elliot
–
–
–
–
–
–
125,000
40,000
(41,666)
123,334
–
123,334
Specified Executives
Stephen Bardwell
David Besson
250,000
80,000
(83,333)
246,667
–
246,667
Peter Boyle
250,000
80,000
(83,333)
246,667
–
246,667
Ashley Fenton
250,000
80,000
(83,333)
246,667
–
246,667
Chris Meakins 125,000
(41,666)
123,334
2,000,000 40,000
650,000 –
(333,331) 2,316,669 333,332 123,334
1,983,337
Options were issued under the Executive Performance Option Plan. Options granted as part of remuneration have been valued
using the Black-Scholes option pricing model, which takes account of factors such as the option exercise price, the current level
and volatility of the underlying share price and the time to maturity of the option. The average value attributed to each option using
this pricing model at grant date was 94.76 cents. Currently, this expense is not recognised in the financial statements.
During the year, 333,331 shares were issued by virtue of the exercise of an option at an average exercise price of $2.10.
2005 Annual Report
57
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 5. Directors’ and Executives’ Remuneration (continued)
b. Shareholdings
Number of shares held by Directors and Specified Executives:
Balance 1.7.04 Balance
30.6.05
Net Change* Directors
Richard Lee 302,000 8,894 310,894
Peter Mattick 34,288,238 356,414 34,644,652
Philip Salter 34,409,338 20,000 34,429,338
50,000 27,307 77,307
4,868 4,868
John Thorn Ian Elliot –
Specified Executives
Stephen Bardwell 388,688 (48,594) 340,094
David Besson 879,129 (248,818) 630,311
Peter Boyle 728,474
844,105 (115,631) Ashley Fenton 8,400 26,933 35,333
Chris Meakins 753,315 (216,095) 537,220
71,923,213 (184,722) 71,738,491
* Net change refers to shares purchased or sold by continuing Directors and Specified Executives during the financial year.
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 6. Auditors’ Remuneration
Remuneration of the auditor of the parent entity for:
– Auditing or reviewing the financial report 249 248 –
27
– Other services 56 34 –
–
112 78 –
–
8,131 6,389 Remuneration of other auditors of subsidiaries for:
– Auditing or reviewing the financial report of subsidiaries Note 7. Dividends
a. Paid during the year
– F inal fully franked ordinary dividend of 7.0 cents per share franked at the tax rate of 30% paid on 1 October 2004. – Interim fully franked ordinary dividend of 6.5 cents (2004: 5.0 cents) per share franked at the tax rate of 30% paid on 28 March 2005 (2004: 30%). Total dividends paid
8,131 6,389
7,573 5,808 7,573 5,808
26 15,704 12,197 15,704 12,197
P roposed final fully franked dividend of 9.0 cents (2004: 7.0 cents) per share franked at a tax rate of 30% (2004: 30%) 10,497 8,131 10,497 8,131
b. Dividends not recognised at year-end
58
c.
Franking credits
T he amount of franking credits available for the subsequent financial year are:
– F ranking account balance as at the end of the financial year at 30% (2004: 30%) 57,470 44,836 57,470 44,836
– F ranking credits that will arise from the payment of income tax payable as at the end of the financial year 5,085 4,261 5,085 4,261
Franking account balance at year end
62,555 49,097 62,555 49,097
Salmat Limited
Salmat Group
2005
2004
$000
$000
Actual
Actual
Note 8. Earnings per Share
a. Reconciliation of earnings to net profit
Net profit Adjustments to net profit for the purpose of calculating EPS Earnings used in the calculation of dilutive EPS
27,107 20,955
b. Weighted average number of ordinary shares outstanding
during the year used in calculation of basic EPS 116,386 116,158
Weighted average number of options outstanding 3,520 2,785
Weighted average number of ordinary shares outstanding during the year used in calculation of dilutive EPS 119,906 118,943
3,520 2,785
27,107 –
20,955
–
c. Classification of securities
The following securities have been classed as potential ordinary shares
– Options outstanding Salmat Group
2005
2004
11.8c Note 9. Net Tangible Asset Backing
Net tangible asset backing per ordinary share Salmat Group
2005
2004
$000
$000
47.2c
Salmat Limited
2005
2004
$000
$000
Note 10. Cash Assets
Cash at bank Cash on hand Total cash
13,935 17
16,213 12,910 16
13,952 16,229 62,626 39,584 1
12,911 12,949
1
12,950
Note 11. Receivables
Current
Trade debtors –
1,677
Provision for doubtful debts (617) (1,175) –
–
62,009 38,409 –
1,677
1,020 149 –
12
63,029 –
1,689
– Related parties 9,860 9,360 – Provision for recoverability, related parties (390) (6,974)
9,470 2,386 Other debtors Total current receivables
38,558
Non-current
Amounts receivable from:
Total non-current receivables
54,353 –
54,353 11,770
(6,974)
4,796
2005 Annual Report
59
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 12. Inventories
Current
Raw materials at net realisable value 2,488 1,919 –
–
Work in progress at cost 3,271 1,341 –
–
5,759 3,260 –
–
Total inventories
Note 13. Associated Companies
Interests are held in the following associated companies:
Name
Ownership
Interest
Principal Activities
2005
%
Carrying amount
of Investment
2004
%
2005
$000
49
–
2004
$000
Unlisted:
ClientLogic Philippines, Inc
Call centre operation
49 –
The reporting date of ClientLogic Philippines, Inc is 31 December.
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
a. Retained earnings attributable to associate
Share of associate‘s profit/(loss) from ordinary activities before income tax expense Share of associate‘s income tax (expense)/benefit hare of associate‘s profit/(loss) from ordinary activities S
after income tax hare of accumulated losses at beginning of the S
financial year Effect of exchange rates on opening balance Share of accumulated losses at end of the financial year
1,463 (72) –
–
–
–
–
1,463 (72) –
–
(2,993) (2,727) –
–
240 (194) –
–
(1,290) (2,993) –
–
–
b. Share of aggregate assets, liabilities and
performance of associates
60
Current assets 4,322
3,559
–
–
Non-current assets 6,969 8,660
–
–
Total assets 11,291 12,219
–
–
Current liabilities 4,307 5,746
–
–
Non-current liabilities
7,750 8,615
–
–
Total liabilities 12,057 14,361
–
–
Net assets (766) (2,142)
–
–
et profit/(loss) from ordinary activities after
N
income tax of associates 1,463 (72)
–
–
Salmat Limited
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 14. Other Financial Assets
Non-current
Unlisted investments, at cost
– Shares in controlled entities 15
–
–
34,233 34,233
–
–
34,233 34,233
– Shares in other corporations, at cost 189
190
–
–
Less: Provision for write-down to recoverable amount 180 180
–
–
9
10
–
–
9
10 Unlisted investments, at recoverable amount
Total other financial assets
34,233 34,233
Note 15. Controlled Entities
Country of
Incorporation Percentage Owned (%)
2005 2004
Parent Entity
Salmat Limited3
Subsidiaries of Salmat Limited1
Salmat Document Management Solutions Pty Limited3 Australia Billserv Australia Pty Limited2
Australia
100 –
100
100
Salmat Data Solutions Pty Limited3
Australia 100 100
Monteson Holdings Pty Limited Australia 100 100
Salmat Targeted Media Pty Ltd3 (formerly Salmat Letterbox Delivery Services Pty Limited)
Australia 100 100
Salmat Teleservices Pty Limited3
Australia 100 100
Pardrive Pty Limited Australia 100 100
Letterbox Distribution Network Pty Limited (formerly Pardrive No. 2 Pty Ltd)
Australia 100 100 Salmat International Pty Limited Australia 100 100
SalesForce Australia Pty Limited3 Australia 100 –
SalesForce Services Pty Limited Australia 100 –
Deltarg Distribution Systems Limited New Zealand 100 100
SalesForce New Zealand Limited New Zealand 100 –
Salmat Asia Limited Hong Kong 100 100
Salmat Mauritius Limited Mauritius 100 100
Salmat Asia Pacific Pte Limited Singapore 100 100
Salmat Philippines Corporation Philippines 100 100
Salmat (China) Limited Hong Kong 100 100
1
All shareholdings represent 100% ownership in the ordinary shares of the entity. No further class of shares exist.
2
This company was voluntarily deregistered during the year.
3
Refer to Deed of Cross Guarantee note, below.
Deed of Cross Guarantee
Pursuant to a subsection 340(1) order, relief has been granted to Salmat Limited from the Corporations Act 2001 requirements for
preparation, audit and lodgement of financial reports for the designated Australian incorporated companies. As a condition of
the class order, Salmat Limited entered into a Deed of Cross Guarantee on 30 June 2005. The effect of the deed is that Salmat
Limited has guaranteed to pay any deficiency in the event of winding up of any specified controlled entity. The controlled entities
have also given a similar guarantee in the event that Salmat Limited is wound up.
2005 Annual Report
61
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 15. Controlled Entities (continued)
Parties to Deed of
Cross Guarantee
2005
2004
$000
$000
Financial information in relation to:
i. Statement of Financial Performance
Profit from ordinary activities before income tax 37,199 Income tax expense relating to ordinary activities (10,467) (9,391)
Profit from ordinary activities after income tax expense
26,732 22,967
39,614
32,358
ii. Retained Profits
Retained profits at the beginning of the financial year 50,384 Profit from ordinary activities after income tax expense 26,732 22,967
Dividends paid (15,704) (12,197)
Change of entities within Deed of Cross Guarantee 2,163 –
Retained profits at the end of the financial year
63,575 50,384
iii. Statement of Financial Position
62
Current assets
Cash assets
12,450 12,962
Receivables
56,987 36,359
Inventories
5,442 3,059
Other
Total current assets 78,667
54,641
Non-current assets
29,852 12,803
Receivables Investments 3,788 –
2,261
2,193
Property, plant and equipment 27,646 Deferred tax assets 9,122 35,488
5,624
Intangible assets 73,618 18,421
Total non-current assets
140,238
74,529
Total assets 218,905
129,170
Current liabilities
Payables 37,567
29,666
Current tax liabilities 3,709
4,051
Provisions 8,224
6,677
Total current liabilities 49,500
40,394
Non-current liabilities
1,960
Payables –
Interest bearing liabilities 64,000
–
Deferred tax liabilities 573
385
Provisions 10,449
2,092
Total non-current liabilities 75,022
4,437
Total liabilities
124,522
44,831
Net assets
94,383
84,339
Equity
Contributed equity 31,458
30,478
Reserves (650)
3,477
Retained profits 63,575
50,384
Total equity
94,383
84,339
Salmat Limited
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 16. Property, Plant and Equipment
Freehold land
– At deemed cost 4,350 4,350 –
–
4,350 4,350 –
–
8,858 8,858 –
–
Accumulated depreciation (2,768) (2,419) –
–
6,090 6,439
–
–
159
Buildings
– At deemed cost Plant and equipment
At cost 116,164
87,767
3,154
Accumulated depreciation (86,666)
(62,136)
(1,892)
–
29,498 25,631 1,262 159
39,938 36,420 1,262 159
Total property, plant and equipment
Movements in carrying amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
Freehold Land $000 Buildings $000 4,350 6,439 Plant and Equipment $000 Total $000
Economic Entity:
Balance at the beginning of year Additions Additions through acquisition of entity Disposals
–
2,828 2,828
–
–
(269) (269)
(349) (14,977) (15,326)
12 12
29,498 39,938
–
Net exchange difference on translation of financial reports of foreign operations –
16,273
–
36,420
16,273 –
Depreciation expense Carrying amount at the end of year
25,631 –
4,350 –
6,090 Freehold land and buildings situated in Australia were independently valued by Rushton’s at June 2004. The valuation was undertaken at fair market value based on
existing use. The value was $16.4m. The valuations were greater than book value by $5.6m and this amount was not taken up in the accounts, as Salmat Limited
records land and buildings at deemed cost.
2005 Annual Report
63
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 17. Deferred Tax Assets
Future income tax benefit a.
9,282 5,949 7,056 5,624
The future income tax benefit is made up
of the following estimated tax benefits:
– Tax losses 528 964 – Timing differences 8,754 4,985 7,056 4,660
9,282 5,949 7,056 5,624
897 1,137 b.
–
964
Future income tax benefits not brought to account,
the benefits of which will only be realised if the
conditions for deductibility set out in note 1b occur
– Tax losses –
338
Note 18. Intangible Assets
Goodwill at cost 104,544 44,220 Accumulated amortisation (24,426) (18,240) 80,118 25,980 895 –
895 –
–
–
Other intangibles at cost 1,118 1,118 –
–
Accumulated amortisation (1,021) (577) –
–
541 –
–
80,215 26,521 Prepayments 2,918 1,836 Recoverable deposits
776 3,694 Total intangible assets
97
895 –
Note 19. Other Assets
Current
Total other assets
776
1,715
17
1,127
–
2,612 1,732 1,127
10,480 10,584
Note 20. Payables
Current
Unsecured liabilities
Trade creditors Sundry creditors and accrued expenses Total current payables
20,851
21,860 19,996 10,304 2,840 898
40,847 32,164 13,320 11,482
4,808 1,605 Non-current
Unsecured liabilities
Trade creditors –
–
–
12,835
–
12,835
Amounts payable to:
– Wholly-owned subsidiaries Total non–current payables
64
Salmat Limited
–
4,808 –
1,605 Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 21. Interest Bearing Liabilities
Non-current
Secured liabilities
– Bank loans Total non-current interest bearing liabilities
66,533
2,072
64,000
–
66,533
2,072
64,000
–
Borrowing facilities available at balance date
Secured bank overdraft 5,000
5,000
5,000
5,000
Secured loan facility 1
95,000
50,000
95,000
50,000
Guarantee facilities 1
30,000
30,000
30,000
30,000
130,000
85,000
130,000
85,000
Secured loan facility 64,000
–
64,000
–
Guarantee facilities 23,462
20,861
23,462
17,772
87,462
20,861
87,462
17,772
Total borrowing facilities available
Borrowing facilities utilised at balance date
Total borrowing facilities utilised
Borrowing facilities unutilised at balance date
Secured bank overdraft 5,000
5,000
5,000
5,000
Secured loan facility 31,000
50,000
31,000
50,000
Guarantee facilities 6,538
9,139
6,538
12,228
42,538
64,139
42,538
67,228
Total borrowing facilities unutilised
1
This facility is secured by a deed of negative pledge and guarantee over the assets of certain group companies.
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 22. Tax Liabilities
Current
Provision for income tax 3,835 4,263 1,298 4,051
573 385 573 385
Non-current
Provision for deferred income tax
2005 Annual Report
65
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Salmat Group
2005
2004
$000
$000
Note
Salmat Limited
2005
2004
$000
$000
Note 23. Provisions
Current
Employee entitlements Total current provisions
23a 8,427 5,162 1,217 1,051
8,427 5,162 1,217 1,051
6,382 4,553 1,155 956
Non-current
Employee entitlements 23a Other 23b Total non-current provisions –
354 –
–
6,382 4,907 1,155 956
8,427 5,162 1,217 1,051
a. Employee benefits
ggregate liability for employee benefits, A
including oncosts, recognised and included in the financial statements:
Provision for employee benefits
– Current – Non-current 6,382 4,553
1,155
14,809 9,715 2,372 2,007
Accrued wages and salaries, bonus and on costs 1 5,500
4,250
1,949
1,524
Aggregate employee benefits 20,309
13,965
4,321
3,531
1
956
ccrued wages & salaries are included in the current trade payables A
balance as disclosed in note 20 of this financial report
b. Movement in other provisions
Balance at the beginning of the year 354 1,023 –
–
Movements during the year (354) (669) –
–
Carrying amount at the end of year 354 –
–
No. No. No. No.
3,632 2,311 152 172
c. Number of FTE employees at year-end 66
Salmat Limited
–
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 24. Contributed Equity
Fully paid ordinary shares Total contributed equity
24a 31,459
30,478
31,459
30,478
31,459
30,478
31,459
30,478
2005
$000
2004
$000
2005
000
No.
2004
000
No.
a. Ordinary shares
At the beginning of the reporting period Shares issued during the year
30,637 – Options exercised by employees – Issued to Directors during the year Transaction costs relating to share issues 32 (159) At reporting date
31,459 30,478 32c 30,478 116,158 116,158
949
–
452
–
–
–
25
–
–
116,635 –
116,158
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of
shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called.
b. Options
i.
F or information relating to the Salmat Executive Performance Option Plan, including details of options issued, exercised
and lapsed during the financial year and the options outstanding at year-end, refer to note 32.
ii. For information relating to share options issued to Executive Directors during the financial year, refer to note 32.
iii. At 30 June 2005 there were 3.5 million unissued ordinary shares for which options were outstanding.
c. Employee share schemes
F or more information relating to Salmat Exempt Employee Share Plan and Salmat Deferred Employee Share Plan, including
details of shares issued during the financial year, refer to note 32.
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 25. Reserves
Asset revaluation 25a 4,118 4,118 –
Foreign currency translation 25b (1,490) (1,662) (28) (21)
2,628 2,456 (28) (21)
4,118 4,118 –
Total reserves
–
a. Asset revaluation reserve movement
Opening balance Revaluation increment on freehold land and buildings Closing balance
–
4,118 –
4,118 –
–
–
–
–
Amounts relate to revaluation of freehold land and buildings prior to the adoption of AASB 1041 “Revaluation of Non-Current
Assets“. These amounts will be transferred to retained earnings on disposal of the revalued freehold land and buildings.
T he balance standing to the credit of the reserve may be used to satisfy the distribution of bonus shares to shareholders and is
only available for the payment of cash dividends in limited circumstances as permitted by law.
2005 Annual Report
67
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 25. Reserves (continued)
b.
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Foreign currency translation reserve movement
Opening balance djustment arising from the translation of foreign controlled A
entities‘ financial statements Closing balance
(1,662) (1,223) (21) –
172 (439) (7) (21)
(1,490) (1,662) (28) (21)
Exchange differences relating to the translation of self-sustaining foreign controlled entities are brought to account by entries made directly to the foreign currency translation reserve, as described in note 1j.
Note
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
Note 26. Retained Profits/(Accumulated Losses)
Retained profits/(accumulated losses) at the beginning of the financial year 48,453 39,695 (639) (44)
Net profit attributable to the members of the parent entity 27,107 20,955 15,791 11,602
7
(15,704) (12,197) (15,704) (12,197)
59,856 48,453 (552) (639)
10,689 7,999 2,164 736
10,689 7,999 2,164 736
12,979 6,366 1,624 378
3,637 1,003
Dividends paid Retained profits/(accumulated losses) at the end
of the financial year Note 27. Commitments for Expenditure
a. Contracted capital expenditures
Estimated aggregate amount of contracts for purchase of plant and equipment not provided for in the accounts – Not later than 1 year Total contracted capital expenditures
b. Non-cancellable operating lease commitments
68
Non-cancellable operating leases contracted for but not capitalised in the financial statements
Payable (net of GST)
– Not later than 1 year – Later than 1 year but not later than 5 years 26,900 15,714 – Later than 5 years 28,505 1,347 Total non-cancellable operating lease commitments
68,384 23,427 13,841 1,381
Aggregate expenditure commitments comprise:
Amounts not provided for – rental commitments 68,384 23,427 13,841 1,381
Salmat Limited
8,580
–
Note 28. Contingent Liabilities
Deed of Cross Guarantee
Refer to note 15 of the accounts for full particulars of the Deed of Cross Guarantee.
Legal Proceedings
Salmat Document Management Solutions Pty Ltd (SDMS) has been charged in the Western Australia court of Petty Sessions
with fraud under section 83(1) of the Proceeds of Crime Act (Cth) 1987. Three of its employees have also been charged in
being knowingly concerned with the commission of the alleged offence. It is alleged that SDMS committed a fraud against the
Australian Postal Commission with respect to lodgements of mail of an SDMS customer in Western Australia between January
1995 and September 1998. It is alleged that the financial loss to the Australian Postal Commission was $281,107. SDMS denies
any wrongdoing and will defend the charges vigorously.
On 4 August 2004, all parties entered not guilty pleas to the charges. A status update hearing was held in January 2005, and
approved an application to have the matter heard in the WA Supreme Court.
The defendants‘ applications for a permanent stay of the proceedings are listed for hearing commencing on 24 October 2005.
It is expected that, if this matter proceeds to trial, it will not be set down to take place until 2006.
As a consequence of normal business operations, on occasions Salmat Limited receives communications in relation to potential
future claims from third parties. Salmat Limited maintains insurance cover to minimise the potential financial effects of such items.
Note 29. Segment Reporting
Business Segments
The economic entity delivers communications solutions to its customers through the following three businesses:
Targeted Media delivers advertising catalogues to homes throughout Australia and New Zealand. Detailed demographic analysis
enables us to target the consumers most likely to buy particular products, helping our customers to maximise their sales.
Business Process Outsourcing processes and mails bank and credit card statements, accounts and other customised, bulk mailings
in Australia, Hong Kong, Taiwan and the Philippines. We receive customers’ electronic data, process it using smart technology,
and print and mail statements, providing significant cost savings.
Contact Centres handles inbound and outbound telephone, fax, email and online communications on behalf of our customers,
from facilities in Australia, New Zealand and the Philippines. Inbound services include technical support and customer care; while
outbound services include telemarketing, direct sales and customer retention. We also facilitate business-to-business and businessto-consumer conversations through a range of sales support services.
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses
where a reasonable basis of allocation exists.
Segment assets include all assets used by a segment and consist principally of cash, receivables, inventories, intangibles and
property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets
can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments
is allocated to the segments on a reasonable basis. Segment liabilities consist principally of accounts payable, employee
entitlements, accrued expenses and provisions. Segment assets and liabilities do not include deferred income taxes.
2005 Annual Report
69
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 29. Segment Reporting (continued)
Intersegment Transfers
Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment transactions
are the same as those charged for similar goods to parties outside of the economic entity at an arm‘s length. These transfers are
eliminated on consolidation.
Primary Reporting – Business Segments
2005
BPO
$000
Targeted
Media
$000
Contact
Centres
Admin Eliminations
$000
$000
$000
Salmat
Group
$000
Revenue
External sales
Other segments Total sales revenue
Other revenue – Write-off software assets (2,308)
– Reversal of loan provision
5,402
– Integration and restructure costs
(990)
Amortisation expense
(5,603)
Net Interest income Total revenue from ordinary activities
141,272
1,015 142,287
94 169,010
423
169,433
97,208
–
97,208
–
–
–
(1,438)
–
–
(1,438)
407,490
–
1,394
200 57 1,043
142,381 169,633 97,265 1,043 3,376 (10,532) 407,490
(1,438) 408,884
Result
EBITA before significant items 13,654 36,005 93 42,596
Significant items:
(660)
Profit from ordinary activities before income tax expense 38,437
Income tax expense (11,330)
27,107
Segment assets –
216,067
Unallocated assets1 9,282
225,349
–
62,998
68,408
131,406
Acquisitions of plant and equipment
9,909
1,530
2,058
2,776
–
16,273
Depreciation of segment assets 6,718 967
2,688
4,953
–
15,326
Amortisation of segment assets 2,453
1,846
1,304
–
–
5,603
Other non-cash segment expenses (3)
–
–
(5,514)
Net profit after tax
Assets
Total assets
82,062 46,448 (2,197) 89,754
Liabilities
Segment liabilities Unallocated liabilities 1
Total liabilities
22,772 6,851 10,561 22,814
Other
1
70
(78) (5,433)
ssets and liabilities shown against each segment exclude future income tax benefits, tax provisions and assets and liabilities that relate to the A
group’s financing activities.
Salmat Limited
Note 29. Segment Reporting (continued)
2004
BPO
$000
Targeted
Media
$000
Contact
Centre
$000
Admin
$000
External sales 129,599
154,654
42,612
–
Other segments Total sales revenue Other revenue
Eliminations
$000
Salmat
Group
$000
Revenue
Total revenue from ordinary activities
3,560 743
133,159 155,397 237
–
42,612 –
326,865
–
(4,303)
–
–
(4,303) 326,865
203
–
789
133,396 155,600
42,612
789
–
1,229
(4,303) 328,094
Result
EBITA before significant items 13,728 34,690
(1,473) (8,677)
34
38,302
Significant items:
–
(2,537)
Amortisation expense
Loan provision (related party)
(5,066)
Net interest expense
697
Profit from ordinary activities before income tax expense 31,395
Income tax expense (10,440)
20,955
Segment assets 14,285
–
125,990
Unallocated assets
5,949
131,939
13,408
–
43,838
6,720
50,558
Acquisitions of plant and equipment 4,453
471
779 5,221 –
10,924
Depreciation of segment assets
5,923
871
1,051 3,081 –
10,926
1,158
–
5,066
13 2,214
Net profit after tax
Assets
Total assets
70,532 53,371 (12,198) Liabilities
Segment liabilities Unallocated liabilities
Total liabilities
18,480 9,857 2,093 Other
Amortisation of segment assets 3,908
Other non-cash segment expenses (133)
(25) –
3
–
2,356 2005 Annual Report
71
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 29. Segment Reporting (continued)
Secondary reporting – Geographical Segments
Segment Revenues from External Customers
2005
2004 $000 $000 Australia 380,259 302,680
New Zealand 15,078 11,231
12,153 12,954
8,994 –
9,282 Carrying Amount of
Segment Assets
2005 2004 $000 $000 Acquisitions of Non-current
Segment Assets
2005 2004
$000 $000
Geographical location:
Other1 Asia
–
407,490 326,865 204,324 118,186
2,749 14,592 10,637
154 185
6,748
1,527 102
5,949
1,056
225,349 131,939 –
16,273 –
10,924
1 Assets shown against each segment exclude future income tax benefits.
Note 30. Cash Flow Information
Salmat Group
2005
2004
$000
$000
Salmat Limited
2005
2004
$000
$000
a.Reconciliation of cash flow from operations with
profit from ordinary activities after income tax
Profit from ordinary activities after income tax
Non-cash flows in profit from ordinary activities
27,107 20,955 15,791 Amortisation
5,603 5,066 Depreciation
15,326 10,926 4,781 2,913
Unrealised foreign exchange movements
(71) 23 (191) (167)
(5,402)
–
11,602
–
Provision for non-recoverable loans
2,537 (4,275) 2,468
Profit on sale of property, plant and equipment
(41) (115) –
(58)
Changes in assets and liabilities, net of the effects of purchase of subsidiaries
72
(Increase)/decrease in trade and term debtors
(Increase)/decrease in inventories
(17,530) (2,499) (6,778) 35 1,740 –
(625) –
(Increase) in other current assets
(1,082) (457) (605) (1,126)
(Increase)/decrease in future income tax benefit
(3,334) (1,942) 3,380 (5,024)
Increase/(decrease) in trade creditors and accruals
8,620 (2,676) (1,786) 2,328
Increase in employee benefits
5,077 1,786 365 7
Increase/(decrease) in income taxes payable
(428)
(1,670) (2,753) 4,009
Increase/(decrease) in deferred taxes payable
188 (44) 188 385
Exchange rate changes on opening cash balances
(344) (233) Cash flows from operations
31,190 27,413 Salmat Limited
–
16,635 –
16,712
Note 30. Cash Flow Information (continued)
Salmat Group Salmat Limited
2005
2004
2005
2004
$000
$000
$000
$000
b. Acquisition of businesses
During the year a number of businesses were acquired which provided additional distribution capabilities and commercial services revenue streams to the group.
Details of these transactions are:
Purchase consideration 4,700 4,500
–
–
Cash consideration 3,320 2,736
–
–
Deferred consideration
1,380
1,764
–
–
Assets and liabilities held at acquisition date:
Inventories
540
Property, plant and equipment 351 891 748
–
–
Goodwill 3,809 3,752
–
–
64,900 –
–
–
47 701
–
–
–
–
c. Acquisition of entities
On 21 January 2005, the Salmat Group acquired all of the issued shares in SalesForce Australia Pty Limited, SalesForce Services Pty Limited and SalesForce New Zealand Limited.
Details of these transactions are:
Purchase consideration Cash consideration
61,700 –
–
–
Deferred consideration
3,200
–
–
–
Assets and liabilities held at acquisition date:
Receivables 14,570 –
–
–
Other current assets
531 –
–
–
Property, plant and equipment
2,447 –
–
–
Creditors
(7,085) –
–
–
Provisions
(1,575) –
–
–
8,888 –
–
–
Goodwill 56,012 –
–
–
Note 31. Superannuation
The consolidated entity contributes to a number of superannuation funds of the accumulating benefit type for which no actuarial
assessments have been made and which were established to provide benefits for employees and their dependents on retirement,
resignation, disablement or death. The funds include company sponsored funds and multi-employer industry funds. Benefits
are provided in the form of lump sum payments subject to applicable preservation rules. The consolidated entity contributes a
percentage of individual employees‘ gross income and employees may make additional contributions on a voluntary basis.
2005 Annual Report
73
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 31. Superannuation (continued)
Defined Benefit Funds
Group companies in the Asian region contribute to a number of retirement benefit schemes of a defined benefit type. At balance
date, the position of those schemes is as follows:
2005
$000
2004
$000
Accrued benefits 443 Net market value of plan assets 443 513
Underfunding of net market value of plan assets over accrued benefits –
(586)
Vested benefits 443 588
1,099
The above amounts were measured as at 30 June 2005.
Note 32. Employee Ownership Plans
As part of the initial public offering, the company provided management and employees with the following opportunities to
participate in the ownership of the company:
a. Exempt Employee Share Plan
T he Salmat Exempt Employee Share Plan is open to all full-time or permanent part-time Australian employees with more than
three months service and allows for the purchase of up to $1,000 worth of shares per annum per eligible employee.
P articipants will not be permitted to dispose of their shares until three years after the date of acquisition unless they leave the
company. An initial offer was made by Salmat to qualifying employees on the basis that the company will match (at no cost
to the employee) the contribution made by an employee, such contributions being limited to a maximum of $500 each.
Ordinary shares carry one vote per share and carry the right to dividends.
2005
000
No.
2004
000
No.
Opening balance 99 122
Employees who have left the company (18)
(23)
Closing balance 81 99
b. Deferred Employee Share Plan
T he Salmat Deferred Employee Share Plan allows invited eligible employees (including Directors) to receive shares as a
bonus/incentive or as a remuneration sacrifice.
P articipants will not be permitted to dispose of their shares unless any pre-specified hurdle conditions are satisfied.
Participants may forfeit their shares if they cease to be an employee at a time when any vesting or performance criteria have
not been satisfied.
Ordinary shares carry one vote per share and carry the right to dividends.
74
Salmat Limited
Note 32. Employee Ownership Plans (continued)
2005
000
No.
2,179 2004
000
No.
Opening balance Granted to employees 25
2,542
–
Transfers / disposals (100)
(335)
Acquisitions 44
33
Employees who have left the company (180)
(61)
Closing balance 1,968
2,179
c. Executive Performance Option Plan
T he Salmat Executive Performance Option Plan allows the company to grant options over shares to key executives.
The Board may offer options to purchase shares to eligible executives having regard to actual and potential contribution to
the company, as determined by the Board from time to time. The consideration for options is an amount equal to the exercise
price, but payment is deferred until the options are exercised. Options generally may not be transferred. Quotation of options
on the ASX will not be sought. However, the company will apply for official quotation of shares issued on the exercise of
options. Shares issued on the exercise of options will rank equally with other shares of the company.
The exercise price applicable to the option shall, at the discretion of the Directors, be determined by reference to:
– In the case of options issued prior to the company being listed on ASX, the price at which shares are offered under the
Prospectus dated 18 October 2002; or
– In other cases, the weighted average market price of shares during the five trading days up to and including the date of
grant of the option or such other date or period as the Board considers appropriate.
An option may only be exercised by a date to be determined by the Board from time to time but not exceeding 10 years
after the date the option is granted, subject to applicable performance hurdles and other exercise restrictions.
An unexercised option will lapse on the earlier of the expiry of 10 years (or such earlier date as determined by the Board)
from the date of its issue to the eligible executive, or the date six months after the eligible executive dies, retires, is made
redundant or becomes disabled, or the date one month after the eligible executive ceases to be employed by Salmat for any
other reason.
Share options do not carry any voting rights or the right to dividends.
2005 Annual Report
75
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 32. Employee Ownership Plans (continued)
2005
000
No.
2004
000
No.
Weighted Average
Exercise Price
2005
2004
$
$
Opening balance 2,785 2,815 $2.30 $2.30
Granted 1,246 –
$4.54 –
Exercised (452) –
$2.10 –
Employees who have left the company (56) (30) $2.30 –
Closing balance 3,523 2,785 $3.12 $2.30
Options may only be exercised within the limitations imposed by the Corporations Act 2001 and the Australian Stock Exchange
Listing Rules. Under the Australian Stock Exchange Listing Rules, options may not be issued to Company Directors under an
employee incentive scheme without specific shareholder approval.
The market price of the company’s shares at 30 June 2005 was $4.72 (2004: $3.71).
Note 33. Events Subsequent to Reporting Date
On 25 August 2005, the Directors declared a final dividend for 2005 of 9.0 cents per ordinary share (amounting to $10.5m)
franked to 100% at 30% corporate tax rate. A record date of 13 September 2005 has been set, with the dividend due to be
paid on 4 October 2005.
2005
$
2004
$
Note 34. Related Party Transactions
The following dealings between the group and Directors and Director-related entities were made in the ordinary course of business on normal commercial terms and conditions:
Peter Mattick or related entities
– Provision of printing services to the group 2,144,715 2,504,041
– Provision of automotive services to the group 44,377 182,866
Robert Sutton or related entities (deceased 10 June 2004)
– C
hairman in Australia of the Jardine Matheson Group and a member of the Jardine Matheson Group‘s Asia Pacific Regional Board
– Fees paid to Jardine Lloyd Thompson –
1,713,597
– Call centre services provided to Colliers Jardine –
461,773
Controlled Entities
During the year the company advanced and repaid loans, sold and purchased services and provided accounting and
administrative assistance to related entities and its wholly-owned controlled entities. All transactions with related entities and with
wholly-owned controlled entities are made on commercial terms and conditions, except for loans that are non-interest bearing.
Refer to note 15 for further details.
The amount of management fees and dividends between the chief entity and controlled entities are included in note 2.
76
Salmat Limited
Note 35. Financial Instruments
a. Interest Rate Risk
The economic entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and
financial liabilities, is as follows:
Note
Weighted
Average
Interest Rate
%
Floating
Interest Rate
Non Interest
Bearing
Total
$000
$000
$000
2005
Financial assets
Cash 10 4.72
–
13,952
Receivables
11 –
–
63,029
63,029
Recoverable deposits
19 –
–
776
776
Amounts owing by related entities 11 Total financial assets
6.50 13,952 9,427
23,379 43
63,848 9,470
87,227
Financial liabilities
Bank loans and overdrafts 21 5.85
66,533
Trade and sundry creditors
20
–
–
Total financial liabilities
66,533 –
40,847
40,847 66,533
40,847
107,380
2004
Financial assets
Cash
10
Receivables
11
Recoverable deposits
19
Amounts owing by related entities 11
6.50
2.09
Total financial assets
4.75 –
–
16,229 –
–
16,229
38,558
38,558
–
776
776
2,157
229
2,386
18,386 39,563 57,949
Financial liabilities
Bank loans and overdrafts 21
Trade and sundry creditors 20 Total financial liabilities
–
2,072
–
2,072 –
2,072
32,164 32,164
32,164 34,236
2005 Annual Report
77
Salmat Limited and controlled entities
Notes to the Financial Statements
For the year ended 30 June 2005
Note 35. Financial Instruments (continued)
b. Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised
financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the statement
of financial position and notes to the financial statements.
The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments entered into by the economic entity.
c. Net Fair Values
The net fair values of listed investments have been valued at the quoted market bid price at balance date, adjusted for
transaction costs expected to be incurred. For unlisted investments where there is no organised financial market the net fair
value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment.
For other assets and other liabilities the net fair value approximates their carrying value.
No financial assets and financial liabilities are readily traded on organised markets in standardised form other than
listed investments.
Financial assets where the carrying amount exceeds net fair values have not been written down as the economic entity
intends to hold these assets to maturity.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement
of financial position and in the notes to the financial statements.
d. Derivative Financial Instruments
Forward Exchange Contracts
The economic entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies in the
future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the economic entity
against unfavourable exchange rate movements for the anticipated future foreign currency receivables.
At balance date, the details of outstanding foreign exchange contracts are:
2005
$000
2004
$000
Average Exchange
Rates
2005
2004
US$
US$
Forward exchange contracts (US$)
Less than 6 months
1,823 –
0.7735 –
6 months to 1 year 1,964 –
0.7665 –
0.7570 –
FX Collar
78
> 1 year 5,915 –
9,702 –
Salmat Limited
Salmat Limited and controlled entities
Directors’ Declaration
The Directors of Salmat Limited declare that:
1. T he financial statements and notes, as set out on pages 44 to 78 and additional disclosures referred to as tables 1–4 of the
Directors’ Report, are in accordance with the Corporations Act 2001:
a. C
omply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
b. G
ive a true and fair view of the financial position of the company’s and group’s financial position as at 30 June 2005
and of their performance, as represented by the results of their operations and their cashflows, for the year ended on
that date.
2 The Joint Managing Directors and the Chief Financial Officer have declared that:
a. T he financial records of the company for the financial year have been properly maintained in accordance with section
286 of the Corporations Act 2001;
b. The financial statements and notes for the financial year comply with the Accounting Standards; and
c. The financial statements and notes for the financial year give a true and fair view.
3 In the Directors‘ opinion:
a. T here are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
b. A
t the date of this declaration, there are reasonable grounds to believe that the companies which are members of the
extended closed group identified in note 15 will be able to meet any obligations or liabilities to which they are, or may
become subject to, by virtue of the deed described in note 15.
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Salmat Limited
support and have adhered to the principles of corporate governance (as described in this Report). The company‘s Corporate
Governance Statement is published on the Salmat website www.salmat.com.au.
This declaration is made in accordance with a resolution of the Board of Directors.
Richard Lee Philip Salter
Peter Mattick
Chairman Director
Director
Dated 25 August 2005
2005 Annual Report
79
Salmat Limited and controlled entities
Independent Audit Report
To the members of Salmat Limited
Scope
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows,
accompanying notes to the financial statements, and the directors’ declaration for Salmat Limited (the company) and the
consolidated entity, for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.
The company has disclosed information about the remuneration of directors and executives (“remuneration disclosures”) as
required by Accounting Standard AASB 1046 Director and Executive Disclosures by Disclosing Entities, under the heading
“remuneration report” on pages 36 to 40 of the directors’ report as permitted by the corporations regulations 2001.
The directors of the company are responsible for preparation and true and fair presentation of the financial report in Australia in
accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records
and internal controls that are designed to prevent and detect fraud and error and for the accounting policies and accounting
estimates inherent in the financial report and the additional disclosures.
Audit Approach
We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted
in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is
free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective
testing, the inherent limitations of internal control and the availability of persuasive rather than conclusive evidence. Therefore, an
audit cannot guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects, the financial report and additional disclosures presents fairly,
in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial
reporting requirements in Australia, a view which is consistent with our understanding of the company’s and the consolidated
entity’s financial position and their performance as represented by the results of their operations and cashflows.
We formed our audit opinion on the basis of these procedures, which included:
–
xamining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report
e
and additional disclosures; and
–
ssessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant
a
accounting estimates made by the directors.
While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature
and extent of our procedures, our audit was not designed to provide assurance on internal controls.
80
Salmat Limited
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements
and the Corporations Act 2001.
Audit Opinion
In our opinion;
(1) the financial report of Salmat Limited is in accordance with:
(a) the Corporations Act 2001, including:
(i) g
iving a true and fair view of the company’s and the consolidated entity’s financial position as at 30 June 2005
and of their performance for the year ended on that date; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia; and
(2) the remuneration disclosures that are contained in pages 36 to 40 of the directors’ report comply with Accounting Standard
AASB 1046 and the Corporations Regulations 2001.
WHK GREENWOODS
David Sinclair
Dated 25 August 2005 in Sydney.
2005 Annual Report
81
Salmat Limited and controlled entities
Shareholder Information
Shares and Options
Shares on issue
116,647,885
Options on issue
3,496,173
Distribution of Shareholdings as at 21 September 2005
Number of ShareholdersNumber of Shares
1 – 1,000
1,001 – 5,000
695 464,251 Percentage
0.4%
1,683 4,386,517 3.8%
5,001 – 10,000
408 3,081,946 2.6%
10,001 – 100,000
233 5,876,246 5.0%
100,001 and over
44 102,838,925 88.2%
3,063 116,647,885 100.0%
Number of Shares
Percentage
There were 11 holders of less than a marketable parcel of 107 shares
Substantial Shareholders
Teamnews Pty Limited
34,026,238 29.2%
Teamdate Pty Limited
28,998,738 24.9%
Largest 20 Holders of Ordinary Shares at 21 September 2005
82
1. Teamnews Pty Ltd
34,026,238 29.2%
2. Teamdate Pty Ltd
28,998,738 24.9%
3. National Nominees Limited
5,774,132 4.9%
4. Mr Philip John Salter
5,027,500 4.3%
5. JP Morgan Nominees Australia Limited
4,156,667 3.6%
6. RBC Global Services Australia Nominees Pty Ltd
4,148,350 3.6%
7. ANZ Nominees Limited
2,922,477 2.5%
8. Citicorp Nominees Pty Limited
2,062,353 1.8%
9. Salmat Employee Share Plan Managers Pty Ltd
1,943,868 1.7%
10. Queensland Investment Corporation
1,448,258 1.2%
11. Citicorp Nominees Pty Limited
1,304,532 1.1%
12. Argo Investments Limited
1,160,026 1.0%
13. Westpac Custodian Nominees Limited
857,193 0.7%
14. Health Super Pty Ltd
623,557 0.5%
15. Cogent Nominees Pty Limited
495,401 0.4%
16. UBS Private Clients Australia Nominees Pty Ltd
472,670 0.4%
17. Cogent Nominees Pty Limited
441,384 0.4%
18. Mr Christopher Arthur Meakins
422,319 0.4%
19 Aust Executor Trustees NSW Ltd
400,000 0.3%
20. RBC Global Services Australia Nominees Pty Limited
321,694 0.3%
97,007,357 83.2%
Salmat Limited
Salmat Limited and controlled entities
Glossary
AASB
Australian Accounting Standards Board
AGAAP
Australian Generally Accepted Accounting Principles
AIFRS
Australian Equivalents to International Financial Reporting Standards
BPO
Business Process Outsourcing Division
CC
Contact Centres Division
EBITA
Earnings before Interest, Tax and Amortisation
EBITDA
Earnings before Interest, Tax, Depreciation and Amortisation
IFRIC
International Financial Reporting Interpretations Committee
ISMS
Information Security Management System
KPI Key Performance Indicators
NMF
No Meaningful Figure
NSW GPS
The NSW Government Printing Service, acquired in mid-April 2005
OHS
Occupational Health and Safety
SalesForce
ne of Australia’s most successful and dynamic call centre and direct sales organisations,
O
acquired on 21 January 2005
STI
Short Term Incentive
Total Shareholder Return
Share price growth plus dividends paid for the period
TM
Targeted Media Division
UIG
Urgent Issues Group
2005 Annual Report
83
Salmat Limited and controlled entities
Corporate Directory
Salmat Limited
Share Registry
ABN 11 002 724 638
Computershare Investor Service Pty Limited
GPO Box 1903
Adelaide SA 5000
Phone (08) 8236 2300
1300 556 161
Fax
(08) 9236 2305
Web
www.computershare.com.au
Registered Office
14–16 Chandos Street
St Leonards NSW 2065
Phone (02) 9928 6500
Fax
(02) 9928 6652
Web
www.salmat.com.au
Executive Directors
Stock Exchange Listing
Peter Mattick (Joint Managing Director)
Phillip Salter (Joint Managing Director)
Salmat Limited Shares are listed on the Australian Stock Exchange.
ASX code: SLM
Non-executive Directors
Annual General Meeting
Richard Lee (Chairman)
Ian Elliot
John Thorn
Company Secretary
Stephen Bardwell
Auditor
WHK Greenwoods
309 Kent Street
Sydney NSW 2000
The Annual General Meeting will be held at 10.00am on 25 November 2005 at The Lyceum, Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000
Financial Calendar
Final Dividend Payment
Annual General Meeting
Half Year Results
Full Year Results
4 October 2005
25 November 2005
February 2006
August 2006 Bankers
ANZ Banking Group Limited
National Australia Bank Limited
84
Salmat Limited
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Salmat Annual Report 2005
www.salmat.com.au
Annual Report 2005