New Image Annual Report 2012 concept.indd - NZX

More documents

Recommendations

Info

Notes to and forming part of the financial statements (continued) For the year ended 30 June 2012 b) The Group has shareholder loans of $5,000,000 (2011: $6,500,000) from the Clegg Family Trust of which Alan Stewart and Graeme Clegg are Trustees (refer Note 17). Interest paid during the year to the Clegg Family Trust was $596,000 (2011: $459,000). Interest payable at year end was $42,000 (2011: $55,000). c) The Group rents premises from the Clegg Family Trust at an annual rental of $613,000 per annum (2011: $613,000 per annum). The actual expense incurred during the year was $613,000 (2011: $595,000). The total lease commitment at reporting date was $1,035,000 (2011: $1,649,000) and no amount was owing on leases at year end (2011: $Nil). 27Directors and Key Management Personnel Disclosures A Directors 76 d) The Group engages the services of Stewart Consulting Limited of which Alan Stewart is the principal for tax and accounting advice. Services incurred from Stewart Consulting Limited during the year amounted to $16,000 (2011: $6,000) and expense reimbursements were $25,000 (2011: $Nil). The balance payable at year end was $7,000 (2011: $Nil). Stewart Consulting Limited advanced $210,000 to Living Nature Natural Products Limited during the year (prior year: $200,000). The advances were interest fee and repayable on demand. Of the total advances of $410,000, Living Nature Natural Products Limited repaid $250,000 and the balance of $160,000 was paid by New Image Group Limited and converted to investment in Living Nature Natural Products Limited. The balance payable as at year end is $Nil (2011: $200,000). e) In the prior year the Group engaged the consultancy services of Nigel Sinclair Associates Pty Limited, of which Nigel Sinclair is a Director and Shareholder. Services and expense reimbursements incurred in the prior year from this company amounted to $44,000. During the current year, the Group reimbursed expenses only of $17,000. The balance payable at year end was $Nil (2011: $Nil). f) The Group rents premises from Wells Property Management SDN BHD of which NH Chua is a Director and Shareholder, at an annual combined rental of $241,000 per annum (2011: $256,000). The total lease commitment at reporting date was $435,000 (2011: $753,000) and no amount was owing on leases at year end (2011: $Nil). g) Other payments made for commissions to related parties, of which key management personnel or close family members are directors or shareholders, total $1,041,000 for the year (2011: $1,144,000), of which $95,000 (2011: $70,000) was unpaid as at year end. h) Other payments for short term employee benefits, paid to close family members of key management personnel during the year total $133,000 (2011: $128,000). The following were executive and non executive directors during the financial year. Executive Directors Graeme Clegg - Founding Chairman Alan Stewart - Deputy Chairman NH Chua Non – Executive Directors Maxwell Parkin – Independent Nigel Sinclair - Independent B Key Management Personnel The following persons were the key management personnel with the greatest authority for the strategic direction and management of the Group during the year. Graeme Clegg Founding Chairman, Executive Director Alan Stewart Deputy Chairman, Executive Director NH Chua Vice President Asia Pacific, Executive Director Maxwell Parkin Non-Executive Director Nigel Sinclair Non-Executive Director Bruce Huang General Manager - Taiwan Simon Beuth Chief Financial Officer (resigned February 2012) Murray Page Chief Financial Officer (appointed April 2012) Peter Lehrke General Manager – Research & Development Guy Wills General Manager – Health Sciences Brent Wollaston General Manager – Manufacturing & Supply Chain (resigned June 2012) Simon Yarrow General Manager – Global Sales & Marketing 77 i) Consultancy fees of $57,000 (2011: $Nil) were paid to GCC International Consulting Co. Ltd, a company owned by a close family member of key management personnel, of which $18,000 (2011: $Nil) was unpaid as at year end. j) During the year total payments were made to NH Chua of $1,311,000 (2011: $Nil) as compensation for the 5% shareholding interest NH Chua would have received had listing of the Malaysian and other entities proceeded. Terms and Conditions of Transactions with Directors and Key Management Personnel Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial terms. The total remuneration for key management personnel for the year was: Outstanding balances at year end are unsecured, interest free and settlement occurs in cash. There were no related party debts forgiven during the year. NEW IMAGE GROUP ANNUAL REPORT NEW IMAGE GROUP ANNUAL REPORT
Notes to and forming part of the financial statements (continued) For the year ended 30 June 2012 Group 2012 2011 $’000 $’000 Short Term Employee Benefit 4,075 2,308 Share Based Payments 246 130 Defined Contribution Superannuation 20 34 4,341 2,472 28 Share The Scheme Based Payment Scheme 78 C Details of Directors Remuneration and Other Benefits Group 2012 2011 $’000 $’000 Graeme Clegg (Chairman) 449 763 NH Chua* 2,005 582 Alan Stewart** 203 81 Maxwell Parkin 82 73 Nigel Sinclair 77 72 2,816 1,571 * Includes payments made to NH Chua of $1,311,000 (2011: $Nil) as compensation for the 5% shareholding interest NH Chua would have received had the listing of the Malaysian and other Asian entities proceeded (refer to Note 26). ** Includes Directors fees received by Alan Stewart from Living Nature Natural Products Limited of $36,000 (2011: $Nil). Alan Stewart also received Directors fees of $12,000 (2011: $Nil) from Living Nature Natural Products Limited in the period the company was being equity accounted by the Group (from 1 July 2011 to 30 September 2011). The Company had established a scheme for the purposes of enabling certain senior executives and directors to acquire shares issued by the Company. A Trust, New Image Group Limited Partly Paid Share Scheme, was established to implement the scheme. The Trust Deed governed the operation of the scheme by the Trustees. Shares were acquired by the Trust from the Company. Participation by employees in the scheme was at the Company’s discretion. The purpose of the scheme was to align the participant’s interest with those of the shareholders by increasing the value of the Company’s shares. The Company issued shares to the Trustee to be held by the Trustee on behalf of the individual participants in the scheme. The issue price for the shares was the volume weighted average price of the Company’s share price for the 20 trading days prior to the date of issue. Shares were to vest to the participants 3 years from grant date, and have an exercise period of 1 year from vesting date. There was also a ‘share price hurdle’ which must be met being volume weighted average price for a share over the 20 trading days prior to the 3rd anniversary of the issue date and must exceed the issue price by 45%. The fair value of the equity settled share scheme was estimated as at the date of grant using a Black-Scholes Model taking into account the terms and conditions upon which the options were granted. The model took into account the historic dividends, share price volatilities and co-variances of the Company to produce a predicted distribution of relative share performance. This was applied to the grant of shares to give an expected value, which was recognised over the vesting period. The weighted average fair value of the options granted was $0.04 per share for the first tranche of shares issued, $0.16 per share for the second tranche and $0.05 per share for the third tranche. Wind-up of the Scheme 79 The remuneration and other benefits above for Graeme Clegg and NH Chua were received as an Executive of the Group. Alan Stewart received remuneration of $60,000 (2011: $Nil) in an Executive capacity of the Group. Pursuant to the Scheme, the Company redeemed and cancelled 8,730,000 ordinary shares partly paid to $0.01 held by the Scheme’s trustee, New Image Share Scheme Trustee Limited, in accordance with the terms of redemption of those shares on 20 December 2011. Of the total Directors remuneration and other benefits $182,000 (2011: $88,000) was received under the Share Based Payments Scheme (refer to Note 28). In addition $25,000 (2011: $19,000) was paid to directors of overseas subsidiaries in Malaysia and Singapore. Company The Company paid no directors fees or other remuneration during the year (2011: $Nil). All directors’ remuneration is paid by New Image International Limited and other subsidiaries of the Group. The expense arising from the equity settled employee share based payment totalled $234,000 (2011: $162,000), of which $147,000 (2011: $Nil) related to accelerated vesting expense for the remaining tranches of the Scheme that had yet to vest. Additionally, the Company paid out compensation to the employees for the loss of the share scheme options that had yet to vest and was settled by the Company with the employees and directors for a total payment of $338,000 (2011 $Nil). The fair value of the options at the date the share scheme options was cancelled was $Nil. With no further employees and directors benefiting from the Scheme, the Company has wound-up the Scheme. NEW IMAGE GROUP ANNUAL REPORT NEW IMAGE GROUP ANNUAL REPORT
Page 2 and 3: To enhance the health and well-bein
Page 4 and 5: Executive Chairman’s Review 2012
Page 6 and 7: NEW IMAGE GROUP LIMITED Annual Repo
Page 8 and 9: Statement of Changes in Equity (con
Page 10 and 11: Notes to and forming part of the fi
Page 44 and 45: Audit Report 84 Independent Auditor
Page 46 and 47: Statutory Information (continued) F
Page 48 and 49: Statutory Information (continued) F
Page 50: Company Directory For the year ende

New Image Annual Report 2012 concept.indd - NZX

Create successful ePaper yourself

Delete template?

Save as template?