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AWB Limited - 2004 Annual Report

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<strong>Annual</strong> <strong>Report</strong> <strong>2004</strong>


Australia’s largest agribusiness and one<br />

of the world’s largest wheat marketing<br />

and management companies.<br />

Contents<br />

Page<br />

Page<br />

Who We Are 1 Executive Profiles 38<br />

Growing Our Horizons 2 Corporate Governance<br />

40<br />

Five Year Summary 5 Board of Directors – <strong>AWB</strong> <strong>Limited</strong><br />

46<br />

Chairman’s and Managing Director’s report 7 Board of Directors – <strong>AWB</strong> (International) <strong>Limited</strong> 48<br />

Pool Management Services 11 Financial Statements<br />

50<br />

Landmark 15 ASX Additional Information<br />

105<br />

Finance and Risk Management 19 Shareholder Communication<br />

106<br />

Grain Acquisition and Trading 23 Major ASX Announcements<br />

107<br />

Supply Chain and Other Investments 27 Glossary<br />

108<br />

Our People 31 National and International Presence<br />

109<br />

Our Social Commitment<br />

35


Who We Are<br />

<strong>AWB</strong> <strong>Limited</strong> (<strong>AWB</strong>) is Australia’s largest agribusiness and one of the<br />

world’s largest wheat marketing and management companies. In <strong>2004</strong>,<br />

the company that began as the Australian Wheat Board in 1915, has<br />

continued its evolution, becoming one of Australia’s top 100, publicly<br />

listed companies.<br />

<strong>AWB</strong> is the exclusive manager and marketer of all Australian bulk<br />

wheat exports through what is known as the Single Desk. As manager<br />

of the <strong>AWB</strong> National Pool, its core business is to generate maximum<br />

returns for growers of Australian wheat. It markets wheat into more<br />

than 50 countries, with Australian wheat exports worth up to $5<br />

billion per year. <strong>AWB</strong> markets and trades a range of other grains both<br />

domestically and internationally, including barley, sorghum and<br />

oilseeds, as well as providing additional services such as chartering.<br />

<strong>AWB</strong>’s Australian footprint includes more than 430 outlets across<br />

Australia, and it is a full service provider for the business needs of<br />

Australian farmers. With a spread of more than 2,700 staff reaching<br />

about 100,000 farmers, <strong>AWB</strong> provides a comprehensive range of<br />

finance, insurance and commodity risk management services across all<br />

agricultural regions of Australia, and all major rural industries. Through<br />

its Landmark business, the company is also one of the nation’s largest<br />

handlers of wool, suppliers of rural merchandise, distributors of<br />

fertiliser, marketers of livestock and brokers of rural real estate.<br />

<strong>AWB</strong> has five main business streams:<br />

Pool Management Services<br />

<strong>AWB</strong> manages the pooling and global marketing of Australian wheat to maximise net returns for participants in<br />

the <strong>AWB</strong> National Pool. The management of that grain includes supply chain and logistics from point of receival<br />

in Australia, to point of consumption internationally. The business manages risk on both currency and commodity,<br />

and secures end-use demand. It also actively shapes the national wheat crop, sending market signals through the<br />

value chain to be reflected in the crop quality profile. This is supported through testing to ensure the integrity of<br />

the Australian wheat product. Pool Management also encompasses grain technology, managing <strong>AWB</strong>’s<br />

participation in plant breeding, and research and development projects through the grain value chain.<br />

Landmark<br />

<strong>AWB</strong> is a major supplier of agribusiness products and services. The Landmark business leverages an Australia-wide<br />

network of more than 430 outlets providing a diverse range of rural service business including rural merchandise,<br />

livestock, wool marketing, agronomy, real estate and distribution of fertiliser products. Landmark also provides an<br />

expanding rural finance offering, including term and seasonal lending options, insurance and deposits, all serviced<br />

by a national network of financial specialists.<br />

Finance and Risk Management<br />

<strong>AWB</strong> provides harvest finance against the majority of grain delivered to the <strong>AWB</strong> National Pool. Following the<br />

integration of Landmark, the financial services business has expanded its range of products, and now provides a<br />

broad range of financial solutions to rural and regional Australia. Through its subsidiary <strong>AWB</strong> RiskAssist, the<br />

company also provides to grain growers and domestic and international customers a range of price risk management<br />

products. Through its treasury division, this business is responsible for managing capital for the <strong>AWB</strong> Group.<br />

Grain Acquisition and Trading<br />

<strong>AWB</strong> has developed a range of products used by growers to sell wheat and other grains. This business is responsible<br />

for domestic grain trading, acting as a principal within the deregulated grain markets (wheat, feed grain, barley,<br />

pulses and oilseeds), and exporting non-wheat grains such as canola and sorghum. Through the international<br />

trading activities, it also services international customers with “other origin” grain products that cannot be supplied<br />

from Australia. It manages <strong>AWB</strong>’s chartering activities, providing competitive sea freight services for Australian<br />

grain, as well as trading sea freight in the international market.<br />

Supply Chain and Other Investments<br />

<strong>AWB</strong> develops and manages supply chain infrastructure to move grain from paddock to international customers as<br />

efficiently as possible. The value chain extends to the international end-user, where <strong>AWB</strong> has invested in offshore<br />

ventures in milling and processing, to help secure demand for Australian wheat.<br />

11<br />

15<br />

19<br />

23<br />

27<br />

1


<strong>2004</strong><br />

Growing our Horizons<br />

Grains<br />

Managed the largest ever national wheat crop of 25.2 million tonnes (mt) – up from 9.7mt in 2002/03<br />

Continued business in Iraq with new wheat sales in excess of 1.5mt<br />

Signed the first significant sales to China for eight years, with contracts for 2.5mt<br />

Delivered strong out-performance for the <strong>AWB</strong> National Pool – $140m for the 2002/03 Pool and a projected $332m to<br />

date for the 2003/04 Pool<br />

Achieved a 25% increase in the grain traded by Australia Trading, taking total volumes to more than four million tonnes<br />

Expanded international trading business, trading two million tonnes of grain in 2003/04, up from 1.2mt the previous year<br />

Managed receivals of 1.8mt for <strong>AWB</strong> GrainFlow – up from 185,000t in 2002/03<br />

Increased the share of the Egyptian premium flour market held by Five Star Flour Mills to more than 20%<br />

Achieved Occupational Health and Safety AS 4801 accreditation for <strong>AWB</strong> GrainFlow and Agrifood Technology<br />

2


Finance<br />

<strong>AWB</strong> harvest finance book peaked at $1.6b, maintaining the leading position in the harvest finance market<br />

Landmark lending book exceeded $1.1b – growth of 34% from 2002/03<br />

Secured an Australian Financial Services (AFS) Licence and successfully converted 85% of Landmark deposits to an<br />

<strong>AWB</strong>-backed prospectus<br />

Successfully maintained the highest short term credit ratings (A-1+ Standard & Poor’s, P-1 Moody’s) for <strong>AWB</strong> Harvest<br />

Finance through the ring-fenced company structure<br />

Established a $750m syndicated loan facility agreement with a panel of relationship banks<br />

Rural Services<br />

Record real estate sales worth near $1b, up by 31%<br />

Increased yearly merchandise and fertiliser sales by 13% nationally<br />

Traded approximately two million cattle and 11 million sheep for 2003/04<br />

Integration<br />

Exceeded first year Landmark EBIT integration targets ($5 – $10m), with revenue growth and cost savings <br />

of $13 million<br />

Rebranded all regional offices within the <strong>AWB</strong> Landmark network<br />

Implemented a company-wide performance incentive plan aligning staff and company interests<br />

3


Revenue from ordinary activities<br />

Return on average equity*<br />

($m)<br />

6,000<br />

5,000<br />

4,000<br />

3,000<br />

2,000<br />

1,000<br />

0<br />

1,758.7<br />

1,956.8<br />

2,319.6<br />

2,211.9<br />

5,464.5<br />

2000 2001 2002 2003 <strong>2004</strong><br />

(%)<br />

15<br />

12<br />

9<br />

6<br />

10.1<br />

12.1<br />

13.9<br />

5.4<br />

13.6<br />

3<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Pre goodwill and amortisation<br />

NPAT ($m)<br />

Net profit after tax* and production volume<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

Net profit<br />

Production volume<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Pre goodwill and amortisation<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

Production volume (million tonnes)<br />

Earnings per share*<br />

(cents)<br />

26.2<br />

34.1<br />

39.2<br />

16.8<br />

40.1<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Pre goodwill and amortisation<br />

Dividend per share<br />

(cents)<br />

25<br />

22<br />

22<br />

25<br />

25<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

<strong>AWB</strong>'s share price appreciated 16% during<br />

2003/04<br />

<strong>AWB</strong><br />

Share price ($)<br />

S&P/ASX 200<br />

5.5<br />

5.0<br />

4.5<br />

4.0<br />

3.5<br />

3.0<br />

2.5<br />

1 Oct 03<br />

1 Nov 03<br />

1 Dec 03<br />

1 Jan 04<br />

1 Feb 04<br />

1 Mar 04<br />

1 Apr 04<br />

1 May 04<br />

1 Jun 04<br />

1 Jul 04<br />

1 Aug 04<br />

1 Sep 04<br />

30 Sep 04<br />

4


Five Year Summary<br />

<strong>2004</strong> 2003 2002 2001 2000<br />

12 months 12 months 12 months 12 months 12 months<br />

ended ended ended ended ended<br />

($A million) 30 Sep 04 30 Sep 03 30 Sep 02 30 Sep 01 30 Sep 00<br />

FINANCIAL<br />

Revenue from ordinary activities<br />

Cost of sales<br />

Depreciation and amortisation<br />

Borrowing costs<br />

Other<br />

Operating profit before tax<br />

5,344.6<br />

(4,612.1)<br />

(83.3)<br />

(113.9)<br />

(388.2)<br />

147.1<br />

2,211.9<br />

(1,889.2)<br />

(29.9)<br />

(70.5)<br />

(163.4)<br />

58.9<br />

2,319.6 1,956.8 1,758.7<br />

(1,926.3) (1,608.1) (1,474.6)<br />

(14.5) (8.0) (5.6)<br />

(98.6) (95.9) (89.9)<br />

(127.0) (122.2) (90.1)<br />

153.2 122.6 98.5<br />

Operating profit after tax<br />

97.7<br />

44.2<br />

107.8 84.2 63.7<br />

Net profit after tax (post goodwill & amortisation)<br />

Net profit after tax (pre goodwill & amortisation)<br />

96.9<br />

134.7<br />

43.9<br />

46.3<br />

107.2 83.7 63.3<br />

107.2 83.7 63.3<br />

OTHER<br />

Total assets<br />

Capital expenditure<br />

Shareholders’ equity<br />

3,735.2<br />

35.6<br />

1,046.2<br />

2,494.4<br />

93.1<br />

932.0<br />

2,641.1<br />

81.7<br />

789.5<br />

1,987.8 1,818.9<br />

58.1 35.8<br />

751.0 628.9<br />

Return on average equity (%) (post goodwill & amortisation)<br />

Return on average equity (%) (pre goodwill & amortisation)<br />

9.8<br />

13.6<br />

5.1<br />

5.4<br />

13.9<br />

13.9<br />

12.1 10.1<br />

12.1 10.1<br />

Earnings per share (post goodwill & amortisation)<br />

Earnings per share (pre goodwill & amortisation)<br />

28.8<br />

40.1<br />

15.9<br />

16.8<br />

39.2<br />

39.2<br />

34.1 26.2<br />

34.1 26.2<br />

Dividend per share (cents)<br />

Gearing (net debt to equity)<br />

Gearing (net debt to net debt plus equity)<br />

Net tangible asset backing per share<br />

25<br />

39.8%<br />

28.5%<br />

$1.55<br />

25<br />

60.0%<br />

37.5%<br />

$1.26<br />

25<br />

11.9%<br />

10.7%<br />

$2.89<br />

22 22<br />

(35.7%) (41.8%)<br />

(55.4%) (71.9%)<br />

$2.75 $2.60<br />

Average loan book (billion)<br />

Production (million tonnes)<br />

<strong>AWB</strong> National Pool receivals (million tonnes)<br />

1.044<br />

25.2<br />

19.957<br />

0.827<br />

9.7<br />

4.509<br />

1.500<br />

24.9<br />

19.541<br />

1.281 1.150<br />

22.0 24.7<br />

15.214 19.013<br />

5


Andrew Lindberg,<br />

Managing Director<br />

Brendan Stewart,<br />

Chairman<br />

Vision<br />

“To be Australia’s leading agribusiness.”<br />

6


Chairman’s and<br />

Managing Director’s <strong>Report</strong><br />

In <strong>2004</strong>, <strong>AWB</strong> has been able to demonstrate<br />

its strategy in action, providing a view for<br />

growers and shareholders of our growing<br />

horizons as Australia’s leading agribusiness.<br />

<strong>AWB</strong> weathered the drought that afflicted the<br />

nation in 2002/03, and has emerged from it a<br />

more robust company. We have continued to<br />

deliver value through our core grains<br />

business, and have now also completed the<br />

first year of integration of Landmark and<br />

<strong>AWB</strong>. We have met our operational and<br />

financial targets, and have identified<br />

opportunities for future growth. Through our<br />

unique combination of local knowledge and<br />

global reach, <strong>AWB</strong> is well positioned as<br />

Australia’s leading agribusiness to participate<br />

in the growth of Australian agriculture.<br />

A record profit<br />

For the <strong>2004</strong> financial year, <strong>AWB</strong> delivered<br />

an after tax profit of $96.9 million (post<br />

goodwill and amortisation) above market<br />

expectation and up substantially from the<br />

drought affected result of 2003. Our earnings<br />

per share of 28.8 cents was up 81% from the<br />

previous year.<br />

Increased grain volumes have benefited the<br />

company across all business streams,<br />

particularly our domestic grain trading and<br />

financial services businesses. Similarly, a larger<br />

<strong>AWB</strong> National Pool volume for 2003/04, and<br />

strong out-performance results, helped deliver<br />

a forecast pool value of $4.8 billion, up from<br />

$1.3 billion in 2002/03. <strong>AWB</strong>’s improved<br />

performance, however, has not been solely<br />

wheat related. The Landmark business is now<br />

making a strong contribution to the bottom<br />

line, with business in rural services such as<br />

merchandise and fertiliser rebounding<br />

strongly after the drought.<br />

A notable contributor to the <strong>2004</strong> financial<br />

result was the <strong>AWB</strong> chartering activities. An<br />

increase in physical freight business and a<br />

successful freight trading strategy in a rising<br />

market have delivered record results from the<br />

chartering business.<br />

Landmark integration on track<br />

A priority in <strong>2004</strong> was the integration of<br />

Landmark within the <strong>AWB</strong> Group. We set<br />

ourselves demanding targets for this task, and<br />

it is pleasing to report that for <strong>2004</strong>, these<br />

targets have been exceeded. <strong>AWB</strong> has<br />

delivered costs synergies and finance growth<br />

of $13 million EBIT, ahead of the $5 – $10<br />

million targeted for this financial year. We are<br />

now well poised to achieve our longer term<br />

EBIT target of $30-$40 million derived from<br />

the integration by 2005/06.<br />

The network has been consolidated and rebranded,<br />

and finance and insurance<br />

specialists recruited to bolster the team. We<br />

have integrated the business administration<br />

functions and introduced incentive programs<br />

for all staff. We now look forward to turning<br />

our full focus to implementing our Integrated<br />

Business Model and firmly positioning <strong>AWB</strong><br />

as Australia’s leading agribusiness.<br />

Good progress has already been made on this<br />

front. We have delivered new finance<br />

products and packages that capitalise on the<br />

inherent strengths of the two organisations,<br />

delivering value for our customers and the<br />

company. <strong>AWB</strong> is pursuing further growth in<br />

lending, insurance and deposits, and<br />

capitalising on the cross sell opportunities<br />

within our finance, rural service and grain<br />

businesses.<br />

Delivering value to the Pool<br />

In the past two years, <strong>AWB</strong> has managed one<br />

of the smallest national wheat crops (9.7<br />

million tonnes in 2002/03), followed by the<br />

largest ever Australian wheat harvest of 25.2<br />

million tonnes in 2003/04. This presented a<br />

range of challenges in a politically and<br />

commercially volatile global grains market.<br />

We believe results from our core business –<br />

delivering value to Australian wheat growers –<br />

have been outstanding. Over the past three<br />

financial years, we have delivered high levels<br />

of out-performance for pool participants.<br />

This year, highlights have included<br />

management of our sales program to Iraq,<br />

where despite heightened competition, we<br />

secured new contracts for more than 1.5<br />

million tonnes of wheat. Our program has<br />

also included the first significant sales to<br />

China in eight years, following agreements to<br />

date for 2.5 million tonnes. Business with our<br />

key customers continued, with record exports<br />

of more than three million tonnes to<br />

Indonesia, and near record sales to Egypt.<br />

Making this possible, of course, has been a<br />

logistics program which moved more than<br />

90% of the crop within nine months of<br />

harvest, setting grain movement and shipping<br />

records in the process.<br />

As with all business, there is always room for<br />

improvement. In <strong>2004</strong>, we commissioned an<br />

extensive study of the <strong>AWB</strong> National Pool’s<br />

place within the global wheat market, looking<br />

at both our customers and competitors. The<br />

research reiterated that the global market<br />

place is increasingly competitive. Both<br />

traditional and new competitors are making<br />

inroads into our premium market position,<br />

and as they do, our customers are expecting<br />

more from us. We know we cannot afford to<br />

7


sit still. For some time, <strong>AWB</strong> National Pool<br />

has had strategies in place to combat the<br />

growing competition. However, this new<br />

research has assisted us to develop a more<br />

targeted plan, and to more clearly identify the<br />

best areas for investment to maintain and<br />

improve our market position. The first stages<br />

of this project are already being implemented,<br />

and success will mean more value for the pool<br />

and all those involved with it.<br />

Strong Single Desk support<br />

<strong>AWB</strong>’s commitment to the Single Desk<br />

remains unwavering. In <strong>2004</strong>, <strong>AWB</strong><br />

(International) <strong>Limited</strong> (<strong>AWB</strong>I) commissioned<br />

research which proved just why the system has<br />

the support of the vast majority of Australian<br />

wheat growers. The independent study<br />

(conducted by the Boston Consulting Group)<br />

showed the Single Desk delivers, on average,<br />

an additional $13 per tonne of wheat from<br />

the international market, with multiplier<br />

benefits cascading through rural and regional<br />

Australia. Further independent research has<br />

reiterated that more than 80% of growers<br />

support the wheat marketing system. Both<br />

sides of Australian politics have also shown<br />

their support for a system that clearly benefits<br />

wheat growers.<br />

<strong>AWB</strong>’s performance in managing that system<br />

was commended by findings of the<br />

independent review conducted this year and<br />

released in October. The Independent Panel<br />

conducting the review concluded that <strong>AWB</strong>I’s<br />

performance in international markets had<br />

resulted in significant benefits to growers. It<br />

found <strong>AWB</strong>I had performed well in<br />

managing the domestic supply chain and<br />

achieving price premiums for Australian<br />

wheat exports, and recommended that the<br />

key components of the Single Desk system<br />

remain in place. The Independent Panel also<br />

put forward a number of administrative<br />

recommendations. The Board of <strong>AWB</strong>I has<br />

considered these, and in November<br />

announced a number of initiatives in<br />

accordance with the panel’s findings.<br />

Included in these initiatives is an AGM<br />

resolution to provide the <strong>AWB</strong>I Board with<br />

greater independence. <strong>AWB</strong> has also<br />

announced changes to the remuneration<br />

model through which <strong>AWB</strong> <strong>Limited</strong> receives<br />

payment for services to operate the National<br />

Pool. In line with recommendations from the<br />

panel, the model will be refined so that the<br />

base fee is fixed to reflect the costs and risks<br />

associated with running the Pool. The<br />

changes will be implemented in 2005.<br />

Trade development<br />

To enhance our global reach, <strong>AWB</strong> retains a<br />

focus on trade development. The Free Trade<br />

Agreement between Australia and the United<br />

States presents trade opportunities, not<br />

necessarily for wheat, but for a range of other<br />

agricultural products such as beef and dairy.<br />

An equally important outcome of this<br />

agreement though was the Australian<br />

government’s success in retaining the Single<br />

Desk for Australian wheat growers – a system<br />

which allows them to fairly compete in a<br />

distorted trade environment. Further trade<br />

agreements now being pursued by the<br />

Australian government, particularly with<br />

countries such as China, Egypt and Malaysia,<br />

could also open the door for expanded trade<br />

flows in a range of commodities.<br />

More significant trade developments took place<br />

at the multi-lateral level through the World<br />

Trade Organization. A new framework has been<br />

reached which, while unbinding at present,<br />

could pave the way for some significant reform<br />

of the world grain trade. Any progress in<br />

reducing the level of production and export<br />

subsidies provided by some countries is sure to<br />

have positive ramifications for Australian<br />

producers and exporters.<br />

A commitment to communities<br />

As a major supporter of rural Australia, we<br />

have continued to contribute actively to the<br />

communities in which we live and work. We<br />

have fostered industry leadership through<br />

commitments such as our inaugural Young<br />

Leaders Conference and Single Desk Summit<br />

this year, and we engage with communities at<br />

a local level through support and sponsorship<br />

arrangements. We are also committed to<br />

environmental and agricultural sustainability<br />

through our involvement in dryland salinity<br />

projects and the Computershare eTree<br />

initiative.<br />

A commitment to our staff<br />

Critical to our strategy and also one of our<br />

strengths, are our employees. While the past<br />

12 months has been one of significant change<br />

for many of our people, their expertise and<br />

professionalism has always shone through. The<br />

Board and Management would like to thank<br />

all employees for their dedication and service.<br />

8


To continue building its capability base,<br />

<strong>AWB</strong> has increased the scope of training and<br />

development for its frontline employees,<br />

backed by a framework for identification and<br />

delivery of training requirements in the<br />

business. Also, in recognition of <strong>AWB</strong>’s<br />

commitment to the safety of its people, in<br />

<strong>2004</strong> the company achieved AS 4801<br />

accreditation for <strong>AWB</strong> GrainFlow and<br />

Agrifood Technology – reflecting best practice<br />

occupational health and safety levels in<br />

Australia. This accreditation involved an<br />

extensive auditing and risk assessment<br />

process, and development of standard<br />

operating procedures across key areas of the<br />

<strong>AWB</strong> business. In the coming year, <strong>AWB</strong> will<br />

seek to extend this accreditation to its<br />

Landmark business.<br />

Growing horizons<br />

Our vision is to be Australia’s leading<br />

agribusiness, by continuing to be the business<br />

partner of choice for primary producers and<br />

end customers. Our strategy to achieve this<br />

has not changed – we will continue to<br />

strengthen our core business and seek<br />

appropriate avenues for diversification. With<br />

the integration of Landmark, we have<br />

identified three priority areas:<br />

Grains and commodities<br />

The long-term retention of the Single Desk<br />

for wheat exports remains paramount. We<br />

are committed to ensuring maximum returns<br />

are generated for growers and have a strategy<br />

to improve the differentiated quality position<br />

of Australian wheat and to continue our<br />

success in driving supply chain efficiencies.<br />

Ultimately, the value for growers who deliver<br />

to the <strong>AWB</strong> National Pool is best achieved by<br />

keeping the interests of the manager and<br />

participants aligned. Beyond wheat, <strong>AWB</strong><br />

will also seek to apply its management<br />

expertise to other Australian agricultural<br />

commodities, and where appropriate, to<br />

commodities from other origins.<br />

Rural services<br />

<strong>AWB</strong> will seek to expand the Landmark<br />

presence in Australia, with growth<br />

opportunities in a range of rural service<br />

sectors, such as merchandise and fertiliser.<br />

<strong>AWB</strong> will leverage its consolidated buying<br />

power to improve supply chain efficiencies,<br />

and through an optimal regional network,<br />

will maximise cross selling and bundling<br />

opportunities.<br />

Financial services<br />

<strong>AWB</strong> seeks to expand its rural finance<br />

business by offering a range of financial<br />

solutions designed to meet agribusiness<br />

requirements and retain a leading market<br />

position in harvest finance through fine<br />

tuning our competitive products to meet<br />

increasingly sophisticated market<br />

requirements. <strong>AWB</strong> is also targeting growth<br />

of, and within, the broader agribusiness<br />

finance market, through new initiatives in<br />

lending, deposits, wealth management and<br />

general insurance, and with competitive<br />

interest rates and streamlined processes.<br />

Outlook<br />

<strong>AWB</strong>’s financial objectives remain clear –<br />

solid financial growth, stable dividend<br />

payments, efficient capital management and<br />

improved quality of earnings.<br />

In 2005, we are committed to continuing the<br />

progress we have made with the integration<br />

of Landmark, unlocking the value within the<br />

two organisations and achieving our earnings<br />

targets. We expect the drought to continue to<br />

have some lagging impact in terms of<br />

livestock and wool volumes, but the market<br />

for merchandise and fertiliser is promising,<br />

and livestock prices look set to remain strong.<br />

In our core grains business, the global market<br />

is becoming more competitive. International<br />

wheat prices have softened, world wheat<br />

production has hit record levels and stocks<br />

have rebuilt. However, we have a clear<br />

strategy to generate more value from the<br />

Australian wheat crop, and as a stronger and<br />

more diversified organisation, we have never<br />

been better placed to deliver on it.<br />

Brendan Stewart<br />

Chairman<br />

Andrew Lindberg<br />

Managing Director<br />

Mission<br />

“ To be the primary producer’s and end –<br />

use consumer’ s business partner of choice. ”<br />

9


<strong>AWB</strong> is one of the largest users of the US<br />

wheat futures exchanges in Chicago, Kansas<br />

City and Minneapolis, and on an average<br />

day, can hedge up to 300,000 tonnes for<br />

the <strong>AWB</strong> National Pool.<br />

NPBT* – Pool Management Services<br />

Jillian Wright<br />

Agrifood<br />

Technology<br />

($m)<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Net profit before tax<br />

10


Pool Management Services<br />

Highlights<br />

Finalised the 2002/03 <strong>AWB</strong> National Pool<br />

with near record pay grade returns<br />

Received 19.9mt from the largest ever<br />

national wheat crop of 25.2mt<br />

Shipped 19.1mt for year ended November<br />

30, the second largest ever program<br />

Successfully continued trade with Iraq,<br />

securing sales in excess of 1.5mt<br />

Sold 2.5mt to China, the first significant<br />

sales since 1996<br />

Achieved record sales of more than 3mt to<br />

Indonesia<br />

Reduced supply chain costs for the sixth<br />

consecutive year<br />

Achieved $140 million in outperformance<br />

value above the Wheat<br />

Industry Benchmark for the 2002/03<br />

<strong>AWB</strong> National Pool, and a projected $332<br />

million to date for the 2003/04 Pool<br />

<strong>AWB</strong> National Pool<br />

<strong>AWB</strong>, through its wholly owned subsidiary<br />

<strong>AWB</strong> International (<strong>AWB</strong>I), manages the<br />

<strong>AWB</strong> National Pool. Integrated services are<br />

provided by <strong>AWB</strong> to <strong>AWB</strong>I for a fee under a<br />

commercial services agreement approved by<br />

the boards of both companies. <strong>AWB</strong> National<br />

Pool provides growers with a world leading<br />

grain marketing and risk management<br />

system, which actively manages wheat on<br />

their behalf from the point of delivery in<br />

Australia, to the point of consumption in the<br />

global market.<br />

Active Pool manager<br />

During the financial year, <strong>AWB</strong> finalised the<br />

drought impacted 2002/03 <strong>AWB</strong> National<br />

Pool. As part of its management, <strong>AWB</strong> was<br />

forced to ration supply to international<br />

customers with export volumes that were less<br />

than 25% of the previous Pool. <strong>AWB</strong> worked<br />

with domestic grain users during the drought,<br />

adjusting its export program and selling more<br />

than one million tonnes domestically to help<br />

satisfy demand, while still meeting its<br />

mandate to maximise net pool return.<br />

Although Pool value of $1.3 billion from<br />

2002/03 was down markedly (from $5.3<br />

billion the previous year), the pay grade<br />

return for the benchmark Australian<br />

Premium White (APW) of $258.39 per<br />

tonne was one of the highest ever achieved.<br />

International sales and marketing<br />

For 2003/04, the volumes available for export<br />

rebounded sharply to almost 20 million<br />

tonnes. <strong>AWB</strong> made excellent progress in its<br />

sales and marketing campaign for this crop,<br />

capitalising on good pricing opportunities to<br />

sell more than 90% of available tonnages by<br />

the end of the financial year.<br />

Highlights included sales of 2.5 million<br />

tonnes to China, the first significant business<br />

with that country since 1996. <strong>AWB</strong><br />

continues to work with the Chinese buying<br />

agencies, and with wheat demand likely to<br />

remain strong, is confident of further sales to<br />

China during the next 12 months. Despite<br />

the political and logistical hurdles in Iraq, the<br />

country has remained a key market for<br />

Australian wheat. In <strong>2004</strong>, <strong>AWB</strong> struck new<br />

contracts for more than 1.5 million tonnes<br />

with Iraq, meeting food requirements and<br />

maintaining our share of the Iraqi market.<br />

<strong>AWB</strong> continues to service its long standing<br />

market base in Asia and the Middle East, and<br />

this year announced record sales programs to<br />

two of the most important markets – Egypt<br />

and Indonesia. <strong>AWB</strong> has also created a<br />

market success story in Sudan, where,<br />

through an exclusive supply agreement with<br />

the country’s premier flour miller, sales<br />

volumes have grown from nothing five years<br />

ago, to around 800,000 tonnes this year.<br />

<strong>AWB</strong> supports its premium wheat product<br />

with specialised technical support for<br />

customers. In <strong>2004</strong>, <strong>AWB</strong> held 41 Grain<br />

Industry Orientation programs in Australia<br />

for customers from 17 countries. <strong>AWB</strong> also<br />

enhanced its branding and supply agreements<br />

with customers such as Bogasari Flour Mills<br />

in Indonesia, where jointly branded flour<br />

products are sold. This year, <strong>AWB</strong> opened a<br />

baking centre in Vietnam in conjunction<br />

with RMIT University Vietnam. The facility<br />

will train bakers from across South East Asia<br />

and promote the use of Australian wheat in<br />

their flour mixes.<br />

Risk management<br />

Through sound hedging policies and<br />

sophisticated currency and commodity risk<br />

management programs, <strong>AWB</strong> enhanced and<br />

protected the value of the three Pools under<br />

its management during the 2003/04 financial<br />

year. Importantly, all these programs are<br />

conducted within strict board policies and are<br />

closely monitored by an internal corporate<br />

risk group, and both the <strong>AWB</strong>I and <strong>AWB</strong><br />

boards of directors. The 2002/03 Pool, <strong>AWB</strong><br />

achieved an average A$/US$ hedge rate of<br />

US$0.5455 outperforming the Wheat<br />

Industry Benchmark foreign exchange<br />

11


sub-benchmark, and the average spot rate of<br />

US$0.6191 during the life of the pool. In<br />

anticipation of a strengthening Australian<br />

dollar in 2003, <strong>AWB</strong> was in a strong position<br />

to build up its hedge book and is well on<br />

track to outperform its foreign exchange<br />

benchmark for the 2003/04 Pool and the<br />

current average spot rate of US$0.6987<br />

during the life of the Pool. Hedging is well<br />

underway for the <strong>2004</strong>/05 Pool, with sound<br />

risk management programs in place to<br />

protect the Pool from adverse currency<br />

movements, yet providing flexibility to<br />

capitalise on any depreciation in the currency.<br />

<strong>AWB</strong> is one of the largest users of the US<br />

wheat futures exchanges in Chicago, Kansas<br />

City and Minneapolis, and on an average day,<br />

can hedge up to 300,000 tonnes for the <strong>AWB</strong><br />

National Pool. <strong>AWB</strong>’s commodity hedging<br />

strategy mitigated pool returns from an<br />

historically volatile US futures market that<br />

dropped by 30% during <strong>2004</strong>. Although<br />

Estimated Pool Returns have dropped from<br />

their highs, <strong>AWB</strong>’s hedging program<br />

protected participants from the full impact of<br />

this shift, effectively adding millions of<br />

dollars to Pool value.<br />

Supply Chain Management<br />

In <strong>2004</strong>, for the sixth consecutive year, the<br />

<strong>AWB</strong> National Pool reduced the grain supply<br />

chain costs for Pool participants. It has<br />

achieved this by continuing to negotiate<br />

domestic supply chain agreements on a more<br />

commercial basis. This included a two year<br />

industry rail agreement in South Australia<br />

between grain marketers, bulk handlers and<br />

rail users which has already delivered a 4%<br />

reduction in rail freight rates. Following<br />

changes to State grain legislation in Western<br />

Australia, <strong>AWB</strong> has been involved in the<br />

renegotiation of industry freight agreements<br />

with the rail provider in that State, which has<br />

seen freight rates reduced by more than 7%.<br />

<strong>AWB</strong> will continue to focus on cost reduction<br />

in the grain supply chain.<br />

Grower Services<br />

<strong>AWB</strong> has sought a more sophisticated and<br />

targeted approach to its grower services.<br />

Recent communication initiatives include the<br />

successful <strong>AWB</strong> National Pool Forums and<br />

Grower Consultative Groups. In <strong>2004</strong>,<br />

<strong>AWB</strong>’s Grower Service Centre managed more<br />

than 90,000 grower enquiries. <strong>AWB</strong> has<br />

continued to improve its on-line offering<br />

with a specific focus on meeting the<br />

increasingly sophisticated needs of growers.<br />

With a dedicated grower website, <strong>AWB</strong> is<br />

developing the site as a business portal for<br />

growers’ marketing and finance management.<br />

While grower pay arrangements have become<br />

more complex with the evolution of Golden<br />

Rewards and an increased range of finance<br />

options, <strong>AWB</strong> has made improvements in<br />

paying growers accurately and on time for<br />

their <strong>AWB</strong> National Pool deliveries.<br />

Crop Shaping<br />

Shaping the national wheat crop to ensure it<br />

continues to match international customer<br />

demand is an increasingly important part of<br />

<strong>AWB</strong>’s Pool management strategies. To<br />

facilitate this process, <strong>AWB</strong> has held two<br />

wheat breeding forums, where key customer<br />

feedback was discussed with the wheat<br />

breeding and research community, to<br />

encourage development of varieties to meet<br />

end-user demand. In its role in classifying<br />

wheat varieties, <strong>AWB</strong> has taken steps to<br />

improve transparency by appointing<br />

independent members to its Wheat<br />

Classification Panel. <strong>AWB</strong> has also continued<br />

to develop its Golden Rewards payment<br />

system. Since introducing the scheme with<br />

incremental payment for protein and<br />

screenings, <strong>AWB</strong> has added payment for<br />

moisture, and in <strong>2004</strong> launched the new<br />

Premium Choice Varieties, where premiums<br />

are provided for varieties with superior grain<br />

quality. The Golden Rewards system is not<br />

replicated anywhere else in the world and is<br />

playing a crucial role in helping <strong>AWB</strong> shape<br />

the national crop profile.<br />

Grain Technology 1<br />

Agrifood Technology<br />

Agrifood Technology provides testing and<br />

analytical services to support the <strong>AWB</strong><br />

National Pool’s international marketing<br />

program. The business also provides<br />

commercial laboratory services to external<br />

clients in related industries. This year,<br />

Agrifood Technology enhanced the process of<br />

variety testing wheat samples at receival, with<br />

the introduction of new DNA based<br />

technology for varietal identification. This<br />

improves <strong>AWB</strong>’s ability to ensure the integrity<br />

of its wheat parcels and overall sales program.<br />

A milestone for Agrifood Technology was the<br />

achievement of the AS 4801, safety<br />

management system accreditation. Through<br />

this process, standard operating procedures<br />

were implemented across the business,<br />

ensuring operational efficiency and a high<br />

level of safety for Agrifood Technology staff.<br />

Innovation and research<br />

<strong>AWB</strong>’s research and development is targeted<br />

at the development of new products and<br />

processes that generate higher returns to<br />

1 Previously reported as a separate business unit, Grain Technology is now incorporated within the Pool Management Services business stream.<br />

Loading of ship<br />

at Melbourne<br />

Port Terminal.<br />

12


<strong>AWB</strong> National Pool participants. <strong>AWB</strong> is also<br />

working to extend the business platforms for<br />

<strong>AWB</strong>, including taking proprietary positions<br />

in germplasm and genetic markers for the<br />

development of enhanced Australian wheat<br />

varieties. Each project is scrutinised across the<br />

business which, along with ongoing<br />

assessment, is critical to optimising the<br />

research effort.<br />

Remuneration<br />

<strong>AWB</strong> is remunerated for its Pool Management<br />

Services through a performance-based system.<br />

To provide an objective measurement of<br />

performance, <strong>AWB</strong> has implemented an<br />

assessment model called the Wheat Industry<br />

Benchmark (WIB). The WIB acts as a<br />

“competing manager” generating a theoretical<br />

outcome for each seasonal pool against which<br />

actual performance can be measured.<br />

Remuneration is made via a two-tiered<br />

payment structure. This includes a base fee,<br />

calculated at 1.5% of Pool Value (PV) and<br />

subject to a cap and floor. This base fee,<br />

depending on PV, covers the majority of costs<br />

incurred by <strong>AWB</strong> in managing the <strong>AWB</strong><br />

National Pool. The second component is an<br />

Out-Performance Incentive (OPI), through<br />

which <strong>AWB</strong> can be rewarded with 20% of<br />

<strong>AWB</strong> National Pool returns achieved above<br />

the WIB and an additional hurdle (currently<br />

US $5 per tonne). The Out-Performance<br />

Incentive is capped at 1.5% of PV. <strong>AWB</strong><br />

manages two to three seasonal pools at any<br />

one time and receives proportional<br />

remuneration from each of these pools during<br />

a financial year.<br />

For the most recently finalised 2002/03 <strong>AWB</strong><br />

National Pool, <strong>AWB</strong> delivered $140 million<br />

in out-performance over and above the WIB,<br />

which represented about 10% of total PV.<br />

Due to the small 2002/03 Pool volumes, the<br />

out-performance cap of 1.5% of PV was<br />

invoked. For the 2003/04 Pool, <strong>AWB</strong>’s<br />

management has delivered projected outperformance<br />

to date of more than $332<br />

million. Total profit earned by <strong>AWB</strong> for its<br />

Pool Management Services for the <strong>2004</strong><br />

financial year, (which includes earnings from<br />

two seasonal pools) was $32.7 million.<br />

For the year ahead, <strong>AWB</strong> has refined its<br />

remuneration model in line with the<br />

recommendations from the <strong>2004</strong> Wheat<br />

Marketing Review.<br />

These changes include de-linking the base fee<br />

from Pool Value, and fixing it to reflect the<br />

costs and risk of running the <strong>AWB</strong> National<br />

Pool. The OPI structure has been divided into<br />

two tiers, both of which are performance<br />

based to enable the manager to achieve a<br />

return through performance. The first tier is<br />

set between the Wheat Industry Benchmark<br />

and the Hurdle, but the majority of the OPI<br />

will reside in the second tier above the Hurdle.<br />

For 2005, the respective boards have<br />

negotiated a fixed base fee of A$65.1m. For<br />

OPI, a 20% incentive will continue to be<br />

paid based on performance, with tier one<br />

OPI capped at 0.375% of Pool Value and tier<br />

two capped at 1.125% of Pool Value.<br />

Outlook<br />

<strong>AWB</strong>I’s overriding mandate is to maximise<br />

net return to growers who deliver to the<br />

<strong>AWB</strong> National Pool. In pursuing this goal, it<br />

faces a tough international market, with<br />

increasing competitive threats from “nontraditional”<br />

wheat exporters. To meet this<br />

competition, <strong>AWB</strong>I has a strategic emphasis<br />

on the Asian region, to capitalise on the<br />

freight and quality advantages we have in<br />

those markets. While still retaining its longheld<br />

relationships in the Middle East, <strong>AWB</strong>I<br />

is aiming to market 65% of the Australian<br />

wheat crop into Asia by 2009. Delivering on<br />

this strategy, <strong>AWB</strong>I this year sold more than<br />

10 million tonnes of Australian wheat to Asia<br />

for the first time.<br />

In 2003, <strong>AWB</strong>I commissioned the Boston<br />

Consulting Group to undertake a study of<br />

the global wheat market; provide some<br />

objective research into market trends from<br />

the perspective of customers and competitors;<br />

and examine how <strong>AWB</strong> might best respond.<br />

The findings confirmed that <strong>AWB</strong>’s<br />

competitors were making inroads into the<br />

market advantage that <strong>AWB</strong> has established.<br />

It also identified some key areas for <strong>AWB</strong> to<br />

invest in to meet these challenges including:<br />

improved research, development and crop<br />

shaping to meet current and emerging<br />

market requirements;<br />

grower communications strategy that<br />

builds further trust in <strong>AWB</strong>I's strategy and<br />

drives competitive advantage down the<br />

chain;<br />

realising supply chain opportunities;<br />

boosting trade advocacy; and<br />

clearly differentiating sales and marketing<br />

activities from our competitors.<br />

In response, <strong>AWB</strong> has instigated a project to<br />

implement these findings and to target the<br />

priority areas of the business for investment.<br />

Financial summary for Pool Management Services<br />

($million)<br />

For the year ending<br />

For the year ending<br />

30 September <strong>2004</strong> 30 September 2003<br />

2002/03 Pool 2003/04 Pool Total 2001/02 Pool 2002/03 Pool Total<br />

Base Fee 4.6 57.2 61.8 6.0 41.8 47.8<br />

Out-performance Incentive 4.1 29.4 33.5 14.0 15.3 29.3<br />

Administration costs<br />

– (62.6) (62.6) – (53.8) (53.8)<br />

Total Pool Management Services 8.7 24.0 32.7 20.0 3.3 23.3<br />

13


The Landmark business serves over<br />

100,000 rural customers through its national<br />

network of more than 430 outlets across Australia.<br />

NPBT* – Landmark<br />

(<strong>AWB</strong> acquired Landmark on 29 August 2003)<br />

80<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

2003 <strong>2004</strong><br />

* Net profit before tax<br />

($m)<br />

14


Landmark<br />

Highlights<br />

Integrated Landmark and <strong>AWB</strong> business<br />

processes<br />

Exceeded the first year integration<br />

earnings growth and cost savings target<br />

of $5 – $10 million<br />

Converted 85% of Landmark deposits to<br />

an <strong>AWB</strong> backed prospectus<br />

Increased Landmark lending book by 34%,<br />

passing $1 billion mark<br />

Upgraded insurance supplier agreements<br />

to meet new financial services legislation<br />

obligations and increased Gross Written<br />

Premium by 20%<br />

Signed an agreement positioning<br />

Landmark as a major supplier of dairy<br />

cattle to China<br />

Increased national merchandise and<br />

fertiliser sales by 13%<br />

Increased real estate sales by 31% to<br />

record levels of near $1 billion<br />

Traded more than two million cattle and<br />

10 million sheep in <strong>2004</strong><br />

Left to right:<br />

Robert McClelland<br />

Dennis Jasprizza<br />

Landmark, Dubbo<br />

Jarrod Ryan<br />

Landmark is Australia’s largest supplier of<br />

farm inputs including merchandise, fertiliser<br />

and chemicals, with significant sales in wool,<br />

livestock and real estate. It also offers a<br />

comprehensive range of lending, deposit and<br />

insurance products and services. The<br />

Landmark business serves over 100,000 rural<br />

customers through its national network of<br />

more than 430 outlets across Australia.<br />

Around half Landmark’s outlets are company<br />

owned, with the balance being owned and<br />

operated by franchisees, agents and affiliate<br />

members.<br />

Integrated Business Model<br />

<strong>AWB</strong> has developed an Integrated Business<br />

Model (IBM), through which the company<br />

will capitalise on the respective and<br />

complementary agribusiness strengths of<br />

<strong>AWB</strong> and Landmark. The IBM provides a<br />

framework for strengthening existing business<br />

and creating new custom via an integrated<br />

customer management approach, as well as<br />

optimising the network and procurement<br />

systems to deliver this in the most efficient<br />

manner. The majority of the administrative<br />

integration tasks have been completed, with<br />

the full integration of key functions such as<br />

accounting, treasury, human resources,<br />

corporate insurance, information technology<br />

and legal. Consolidation of the regional<br />

network has also occurred with a number of<br />

<strong>AWB</strong> and Landmark offices being merged.<br />

The integration of the Landmark and <strong>AWB</strong><br />

financial services businesses is delivering<br />

positive financial results, with increased<br />

lending volumes, the launch of new products<br />

and an increase by more than 25% in the<br />

number of specialist staff in the lending and<br />

insurance areas.<br />

During <strong>2004</strong>, Landmark has seen a healthy<br />

rebound in its rural services following the<br />

drought induced reduction in volumes last<br />

year. <strong>AWB</strong> has also improved its competitive<br />

position through network optimisation and<br />

account management strategies across its rural<br />

services businesses, improving efficiencies and<br />

cost control.<br />

Financial services<br />

Financial services is a key driver for growth<br />

through the Integrated Business Model.<br />

Following the acquisition of Landmark, <strong>AWB</strong><br />

sought to build the business by investing in<br />

new product development, recruitment of<br />

specialist and experienced staff and creation<br />

of finance offerings that leverage the<br />

company’s local knowledge and global reach.<br />

Excellent progress has been made with<br />

improvements in financial services enabling<br />

the company to exceed its forecast “uplift” for<br />

the first year by more than 10%.<br />

Landmark Lending<br />

<strong>AWB</strong> is already tapping the finance<br />

opportunities flowing from the integration of<br />

<strong>AWB</strong> and Landmark financial services.<br />

During <strong>2004</strong>, <strong>AWB</strong> was able to grow the<br />

previous Landmark loan book by more than<br />

$350 million to peak at $1.1 billion. To<br />

achieve this, the company generated a<br />

significant uptake of finance from grain<br />

growers, while maintaining Landmark’s<br />

historically strong connection with livestock<br />

customers. <strong>AWB</strong> also recruited experienced<br />

senior lending staff with specialist skills in<br />

key agricultural industries. The investment<br />

in product development is already reaping<br />

rewards, with the market launches of new<br />

products such as Fastrak Finance, which<br />

capitalise on the combined skills and<br />

synergies between the two organisations.<br />

15


Landmark is Australia’s largest supplier of farm<br />

inputs including merchandise, fertiliser and<br />

chemicals, with significant sales in wool, livestock<br />

and real estate.<br />

Landmark deposits<br />

The integrated company is also targeting<br />

growth in short and long-term deposit<br />

business. During <strong>2004</strong>, the company<br />

converted 85% of deposits to an <strong>AWB</strong><br />

backed prospectus, and is now marketing a<br />

range of deposit products to rural customers<br />

through its distribution channels.<br />

Landmark Insurance<br />

Last year, <strong>AWB</strong> signalled its plan to develop<br />

the insurance business and during <strong>2004</strong>, the<br />

company was able to make some significant<br />

progress. <strong>AWB</strong> recruited staff with specialised<br />

insurance knowledge to support the<br />

Landmark network. The business maintained<br />

a steady growth in Gross Written Premium<br />

over the whole year with an increase of 20%<br />

to $117 million. In partnership with NRMA<br />

(part of Australia’s largest insurance provider,<br />

Insurance Australia Group <strong>Limited</strong>), <strong>AWB</strong> is<br />

now distributing compulsory third party<br />

products through Landmark outlets in<br />

Queensland and is pursuing growth in the<br />

crop insurance segment.<br />

Rural Services<br />

Merchandise and Fertiliser<br />

Landmark is the largest merchandise<br />

distributor in Australia, and combined with<br />

its fertiliser distribution business, makes<br />

about $1.3 billion worth of sales annually. In<br />

<strong>2004</strong>, the merchandise business increased<br />

both its sales volumes and margins. The<br />

diverse spread of Landmark’s merchandise<br />

business, both geographically and by industry,<br />

has mitigated the drought’s impact on total<br />

turnover during the past two years. As part of<br />

16


the integration, Landmark has relocated its<br />

procurement team from Sydney to <strong>AWB</strong>’s<br />

Melbourne office. The merchandise division<br />

is now focused on improving procurement<br />

processes and the merchandise supply chain<br />

to reduce capital employment and improve<br />

profitability. It has also targeted growth areas<br />

of business, such as merchandise for the<br />

cotton industry.<br />

Landmark also supplies more than one<br />

million tonnes of fertiliser per year, as well as<br />

retailing liquid, trace element and other<br />

specialist fertilisers. It trades as principal with<br />

a number of suppliers for the majority of<br />

sales. Improved seasonal conditions in <strong>2004</strong><br />

helped fuel good growth in national fertiliser<br />

sales and record sales across all sectors.<br />

Landmark is now targeting growth of its<br />

fertiliser business by leveraging cross selling<br />

and product bundling opportunities.<br />

Demand for fertiliser products is positive,<br />

particularly for nitrogen products.<br />

Real Estate<br />

Landmark markets a range of rural properties,<br />

lifestyle blocks and residential real estate. In<br />

<strong>2004</strong>, the real estate business achieved a<br />

record year with total sales of approximately<br />

$1 billion. Whilst having a significant<br />

presence in the rural property market, the<br />

business is well positioned to expand in the<br />

rural residential real estate market. The real<br />

estate business will also seek to capitalise on<br />

cross sell opportunities, particularly through<br />

Landmark finance and insurance.<br />

Livestock<br />

Landmark is one of Australia’s largest<br />

livestock marketers, with 20% of livestock<br />

trading in Australia, comprising<br />

approximately two million cattle and 11<br />

million sheep per year. About 60% of<br />

Landmark’s sales come from agency activities<br />

through the auction system, although the<br />

company also directly supplies processors,<br />

supermarkets, feedlots and live export<br />

markets. Decreased numbers for sheep and<br />

cattle have reduced sale volumes, although<br />

this has been partly offset by near record<br />

livestock prices. In the past year, Landmark<br />

has further developed its dairy business in<br />

southern Australia, and reached an agreement<br />

with a significant exporter for the supply of<br />

cattle to China.<br />

Wool<br />

Landmark is a major player in Australia’s<br />

wool industry, handling more than 20% of<br />

the national wool clip, or about 500,000<br />

bales in the past year. It provides traditional<br />

broking and auctioning services, as well as<br />

offering alternative selling methods.<br />

Landmark also offers customers a range of<br />

risk management products. In addition,<br />

Landmark is involved in wool handling and<br />

storage through its 50% ownership of<br />

Australian Wool Handlers. In <strong>2004</strong> this<br />

business began providing wool trading<br />

services and has delivered a strong financial<br />

result. During the financial year, Landmark<br />

reinforced its position as the leading marketer<br />

of superfine wool, achieving eight of the top<br />

10 wool prices for the year.<br />

Johnstone River Transport (JRT2)<br />

JRT2 was acquired through Landmark, and is<br />

involved in the transportation of sugar related<br />

products in northern Queensland. With a<br />

fleet of 60 trucks, the business transported<br />

more than 1.8 million tonnes of sugar<br />

products in <strong>2004</strong>. JRT2 is also expanding its<br />

revenue base to servicing other industries’<br />

bulk road requirements, including fuel. In<br />

<strong>2004</strong>, JRT2 transported about 20 million<br />

litres of fuel.<br />

<strong>AWB</strong> Seeds<br />

Now positioned within the rural services<br />

division of the <strong>AWB</strong> Group, <strong>AWB</strong> Seeds has<br />

consolidated its Seednet business structure<br />

this year, working closely with partners across<br />

Australia to improve and streamline the seed<br />

commercialisation value chain. Total sales<br />

through Seednet increased by more than 20%<br />

during <strong>2004</strong>. <strong>AWB</strong> Seeds was also successful<br />

in gaining seven new licences for grain<br />

varieties during 2003/04 and aims to add<br />

more broadacre crop varieties in the coming<br />

season.<br />

Outlook<br />

While drought will have a lagging impact on<br />

business volumes for wool and livestock,<br />

improving seasonal conditions, coupled with<br />

reasonable commodity prices, should create a<br />

positive environment for growth across all<br />

rural services, particularly merchandise and<br />

fertiliser. In the areas of financial services,<br />

<strong>AWB</strong> is well positioned to expand its<br />

presence with the traditional Landmark<br />

customer base, as well as attract uptake from<br />

its grain grower base. Landmark will also<br />

continue to focus on improving the<br />

procurement and supply processes to enhance<br />

current business, target new areas for growth,<br />

and capitalise on cross-sell and bundling<br />

opportunities through the Integrated Business<br />

Model.<br />

Landmark Stud Stock staff conducting <strong>2004</strong> World Hereford Conference feature sale, Royal Easter Show, Sydney.<br />

17


Through its Integrated Business Model,<br />

<strong>AWB</strong> will target new products for the broader<br />

rural lending market.<br />

NPBT* – Finance and Risk Management<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Net profit before tax<br />

($m)<br />

18


Finance and Risk Management<br />

Highlights<br />

Successfully integrated the <strong>AWB</strong> and<br />

Landmark financial services teams across<br />

Australia<br />

Retained a leading market share of more<br />

than 70% in harvest finance market<br />

Established <strong>AWB</strong> Advanced Payment as<br />

the fastest growing new harvest finance<br />

product in the market<br />

Implemented a ring-fence company<br />

structure and maintained credit ratings<br />

Established a $750 million syndicated loan<br />

facility agreement to provide flexible<br />

funding arrangements for <strong>AWB</strong> Group<br />

Expanded the risk management offer to<br />

international customers through <strong>AWB</strong><br />

RiskAssist, taking total business volumes<br />

above five million tonnes<br />

Jamie Taylor<br />

Agronomist<br />

<strong>AWB</strong> Harvest Finance<br />

<strong>AWB</strong>’s comprehensive range of harvest<br />

finance products performed well in <strong>2004</strong>.<br />

Following the drought, customers showed a<br />

strong interest in protecting their income,<br />

prompting a high uptake of harvest finance.<br />

Despite strong competition, <strong>AWB</strong> has<br />

maintained its leading share of the harvest<br />

finance market, with the loan book peaking<br />

at $1.6 billion. In <strong>2004</strong>, the <strong>AWB</strong> Advanced<br />

Payment product provided the fastest rate of<br />

growth, now representing 20% of the market.<br />

However, an increasing number of growers<br />

also chose to “mix and match” between the<br />

four <strong>AWB</strong> harvest finance options, a feature<br />

not available from competitors. <strong>AWB</strong> also<br />

leveraged its comprehensive Landmark<br />

network, engaging Landmark Finance staff to<br />

sell <strong>AWB</strong> harvest finance to grain growers<br />

who sourced their broader financing needs<br />

elsewhere.<br />

<strong>AWB</strong> RiskAssist<br />

<strong>AWB</strong> RiskAssist <strong>Limited</strong>, a wholly owned<br />

subsidiary, provides a specialised and<br />

sophisticated risk management service to its<br />

customers, which include Australian grain<br />

growers, as well as domestic and international<br />

grain customers. Drought significantly impacted<br />

business volumes through <strong>AWB</strong> RiskAssist<br />

during 2002/03 and continued to temper the<br />

grower appetite for such products during <strong>2004</strong>.<br />

This has restricted the volumes of grain<br />

attracted to the Basis Pool product. However,<br />

the Basis Pool continues to perform very well<br />

for growers using the product this season.<br />

<strong>AWB</strong> RiskAssist is also looking to expand its<br />

product offering. In response to grower<br />

demand, it recently launched the Fixed Basis<br />

product, which is already attracting<br />

significant grower interest. <strong>AWB</strong> RiskAssist is<br />

now aiming to meet grower demand for<br />

simpler products, particularly those that delink<br />

the physical component of the wheat sale<br />

to reduce exposure to washouts during years<br />

of production shortfalls.<br />

<strong>AWB</strong> RiskAssist has experienced strong takeup<br />

of its price risk management products<br />

from international and domestic customers.<br />

Since introducing these options-based<br />

products as part of the <strong>AWB</strong> bundled<br />

product offering in 2002, <strong>AWB</strong> has sold<br />

more than five million tonnes of grain with a<br />

risk management component. These products<br />

enable the customer to offset some of their<br />

price risk, bolster <strong>AWB</strong>’s customer<br />

relationships and enhance the ability to<br />

secure long-term contracts.<br />

Group Funding & Liquidity<br />

The extent of the <strong>AWB</strong> Group’s borrowing<br />

program is primarily driven by the level of<br />

finance provided to growers who deliver to<br />

the <strong>AWB</strong> National Pool, and the timing of<br />

grain deliveries and sales. The <strong>AWB</strong> Group is<br />

able to obtain funds from a variety of sources<br />

in the domestic and global capital markets,<br />

specifically, through a US$1.5 billion US<br />

commercial paper program, a $1.5 billion<br />

euro commercial paper program and an<br />

A$2.0 billion domestic electronic promissory<br />

note program. In December 2003, <strong>AWB</strong><br />

Harvest Finance <strong>Limited</strong> established an<br />

A$500 million domestic medium-term note<br />

program with the capability to issue both<br />

senior and subordinated longer-term debt.<br />

This program is supported by Australian and<br />

US dollar committed commercial paper<br />

standby facilities. These are provided by<br />

<strong>AWB</strong>’s relationship banking panel where<br />

commitments are established to provide<br />

liquidity in the event <strong>AWB</strong> Harvest Finance<br />

<strong>Limited</strong> is unable to issue commercial paper.<br />

<strong>AWB</strong> hedges risks arising from interest rate<br />

fluctuations, through a number of approved<br />

instruments including interest rate swaps,<br />

forward rate agreements, exchange traded<br />

futures contracts and options on futures<br />

contracts.<br />

All funding and liquidity support in respect<br />

of the wheat export related operations of the<br />

Group are transacted by <strong>AWB</strong> Harvest<br />

19


<strong>AWB</strong> has maintained its dual credit rating<br />

whereby <strong>AWB</strong> Harvest Finance <strong>Limited</strong> is able<br />

to achieve the highest possible short-term<br />

ratings available.<br />

20


Finance <strong>Limited</strong>, a wholly owned,<br />

bankruptcy remote subsidiary of <strong>AWB</strong>. <strong>AWB</strong><br />

Harvest Finance <strong>Limited</strong> provides growers<br />

delivering to the <strong>AWB</strong> National Pool with a<br />

suite of unique loan and payment options for<br />

harvest finance.<br />

The commercial activities of the <strong>AWB</strong> Group<br />

not involving wheat exports are funded by six<br />

relationship banks via a committed A$750<br />

million syndicated loan facility agreement<br />

established in September <strong>2004</strong>. This<br />

provides for cash advances and replaces the<br />

previous A$950 million syndicated multioption<br />

facility used for commercial activities.<br />

Three separate tranches of the facility mature<br />

in 2005, 2007 and 2009. The borrower for<br />

the commercial operations of the Group is<br />

<strong>AWB</strong> Commercial Funding <strong>Limited</strong>, a wholly<br />

owned and guaranteed subsidiary of <strong>AWB</strong><br />

<strong>Limited</strong> which also provides treasury services<br />

to the commercial subsidiaries of the Group.<br />

Credit Rating<br />

Following successful implementation of the<br />

ring-fenced company structure, <strong>AWB</strong> has<br />

maintained its dual credit rating whereby<br />

<strong>AWB</strong> Harvest Finance <strong>Limited</strong> is able to<br />

achieve the highest possible short-term<br />

ratings available. The innovation and success<br />

of the ring-fenced structure has also been<br />

recognised with the <strong>AWB</strong> treasury division<br />

receiving an industry award for the initiative.<br />

Current credit ratings are:<br />

<strong>AWB</strong> Harvest Finance <strong>Limited</strong><br />

Standard & Poor’s:<br />

Moody’s Investors<br />

Service: P-1<br />

<strong>AWB</strong> <strong>Limited</strong><br />

Standard & Poor’s:<br />

A-1+ (short-term)<br />

AA- (long-term)<br />

Outlook: Stable<br />

BBB<br />

Outlook: Stable<br />

Compliance<br />

The <strong>AWB</strong> Group has fully complied with<br />

recent changes to the Corporations Act 2001<br />

relating to financial services regulation,<br />

obtaining three separate Financial Services<br />

Licences for regulated activities of the Group.<br />

<strong>AWB</strong> Services <strong>Limited</strong>, a wholly owned<br />

subsidiary of <strong>AWB</strong>, attained a Licence<br />

authorising the wholesale financial services<br />

activities in which <strong>AWB</strong> Harvest Finance<br />

<strong>Limited</strong> and <strong>AWB</strong> Commercial Funding<br />

<strong>Limited</strong> are engaged. This has resulted in<br />

greater administrative compliance measures<br />

being implemented in policies and<br />

procedures relating to those activities.<br />

Outlook<br />

With average grain volumes in <strong>2004</strong>, <strong>AWB</strong><br />

will seek to retain a strong position in the<br />

harvest finance market by continuing to<br />

innovate and offer a broad range of finance<br />

options that meet varying customer<br />

requirements. Through its Integrated<br />

Business Model, <strong>AWB</strong> will target new<br />

products for the broader rural lending<br />

market. Good grain volumes and a growing<br />

customer market for risk management<br />

services should also enable <strong>AWB</strong> to expand its<br />

offering through <strong>AWB</strong> RiskAssist.<br />

Michael O’Shea<br />

Credit Analyst<br />

21


In <strong>2004</strong>, <strong>AWB</strong> Australia trading<br />

volumes exceeded four million tonnes, an<br />

increase of one million tonnes from 2003.<br />

NPBT* – Grain Acquisition and Trading<br />

Chinese delegation visit the Melbourne Port<br />

Terminal to watch a ship loading.<br />

100<br />

80<br />

($m)<br />

60<br />

40<br />

20<br />

0<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Net profit before tax<br />

22


Grain Acquisition and Trading<br />

Highlights<br />

Achieved a 25% increase in domestically<br />

traded grain, with 2003/04 volumes<br />

reaching more than four million tonnes<br />

Growth of international trading operation,<br />

trading two million tonnes of grain – up<br />

from 1.2 million tonnes in 2002/03<br />

Developed bundled grain, marketing,<br />

finance and risk management packages for<br />

growers, domestic and overseas customers<br />

Introduced a “fund of funds” capital and<br />

risk management approach to the <strong>AWB</strong><br />

trading division<br />

Developed new freight business<br />

with China<br />

Increased level of pool volumes sold with<br />

a freight component by 10%, to 45%<br />

<strong>AWB</strong> trading division has an objective to<br />

develop as a global niche agricultural<br />

commodity trader, leveraging its local<br />

network and knowledge and its global trading<br />

skills. This year, the division began the<br />

introduction of its “fund of funds”<br />

management approach. The system allows<br />

<strong>AWB</strong> to better manage its risk and generate<br />

optimum results from its capital<br />

management.<br />

Australia trading<br />

Improved crop conditions and continued<br />

volatility in global grain prices provided a<br />

favourable trading environment for the<br />

Australia trading division. While drought<br />

continues to temper the grower appetite for<br />

forward contracting, <strong>AWB</strong>’s range of flexible<br />

grain acquisition products retained a<br />

significant share of the deregulated domestic<br />

grain market. <strong>AWB</strong> enhanced its regional<br />

network during <strong>2004</strong>, with 50 dedicated grain<br />

marketers now operating as a national grain<br />

acquisition network. <strong>AWB</strong> has supported this<br />

with tailored training programs, and<br />

initiatives to improve the processes and<br />

systems, underpinning <strong>AWB</strong>’s customer<br />

management databases. These developments<br />

will allow improved customer segmentation<br />

and tracking, better placing <strong>AWB</strong> to capitalise<br />

on cross-selling opportunities through the<br />

Integrated Business Model.<br />

In <strong>2004</strong>, <strong>AWB</strong>’s Australia trading volumes<br />

exceeded four million tonnes, an increase of<br />

one million tonnes from 2003. The increases<br />

were achieved across all traded grains –<br />

wheat, barley and canola. <strong>AWB</strong> worked<br />

closely with more than 50 domestic<br />

customers nationwide.<br />

With an increase in exportable surpluses,<br />

<strong>AWB</strong> was able to develop its non–wheat<br />

export opportunities in <strong>2004</strong>. Increased<br />

volumes of canola, barley and sorghum were<br />

sold into international markets on the Indian<br />

subcontinent, Asia and the Middle East. The<br />

division is focused on developing export<br />

business in non-regulated export grains, and<br />

has invested further resources to grow the<br />

volumes and range of commodities through<br />

<strong>AWB</strong> – Zen-noh (AZL) – the Tokyo-based<br />

joint venture trading company between <strong>AWB</strong><br />

and Zen-noh Corporation. This year, <strong>AWB</strong><br />

traded small volumes of cottonseed and bran<br />

with AZL for the first time.<br />

With average production forecast in <strong>2004</strong>/05,<br />

Australia trading will pursue domestic growth<br />

opportunities, including sales to the domestic<br />

and intensive livestock industries. Having<br />

diversified its product base in <strong>2004</strong>, <strong>AWB</strong><br />

will continue to expand its trading base<br />

beyond grains, capitalising on expertise<br />

within the Landmark business to broaden<br />

trading abilities.<br />

International trading<br />

<strong>AWB</strong>’s international trading business was<br />

established in 2002 as a platform for <strong>AWB</strong> to<br />

grow its global presence and business.<br />

Through its international trading base in<br />

Geneva, <strong>AWB</strong> is able to access key markets<br />

on behalf of the <strong>AWB</strong> National Pool in the<br />

Mediterranean and North African region. In<br />

2003/04, <strong>AWB</strong> Geneva sold more than one<br />

million tonnes of wheat on behalf of the<br />

<strong>AWB</strong> National Pool, up sharply from last year<br />

when drought reduced grain volumes.<br />

Total volumes traded by international trading<br />

reached two million tonnes in 2003/04, an<br />

increase from 1.2 million tonnes last year. A<br />

key component of the growth in business has<br />

been the development of the oilseed book.<br />

This year, more than 35% of total grain<br />

volumes traded were soybeans, including the<br />

first exports from South America and the first<br />

business to China.<br />

International trading has also made a strong<br />

contribution through the <strong>AWB</strong> chartering<br />

division, where, working alongside the<br />

Melbourne office, <strong>AWB</strong> was able to expand<br />

its global freight services. New physical<br />

freight arrangements have been developed<br />

23


<strong>AWB</strong> trading division has an objective to develop<br />

as a global niche agricultural commodity trader,<br />

leveraging its local network and knowledge and<br />

its global trading skills.<br />

24


through the <strong>AWB</strong> Geneva office, both on<br />

behalf of the <strong>AWB</strong> National Pool, and for<br />

non-Australian grain exports.<br />

In the year ahead, International Trading aims<br />

to continue to diversify products and<br />

markets, and strengthen the skills and<br />

expertise to support this. The business will<br />

target better market coverage, with an aim to<br />

expand its other origin exports through<br />

supply agreements and leveraging its<br />

marketing and trade finance capacity.<br />

Chartering 1<br />

<strong>AWB</strong> chartering division provides ocean<br />

freight services to the <strong>AWB</strong> National Pool,<br />

<strong>AWB</strong>’s Australia trading division and external<br />

customers, generating income via service fees<br />

and trading of freight.<br />

The improved harvest for <strong>2004</strong> provided an<br />

increased volume of grain for the chartering<br />

division to leverage, increasing the physical<br />

freight business. Almost half the grain<br />

volumes sold through the <strong>AWB</strong> National<br />

Pool during <strong>2004</strong> were sold with a freight<br />

component, exceeding a target of 40%. The<br />

company was able to increase the fleet of<br />

vessels under its charter, secure substantial<br />

new market volumes to China, and<br />

significantly grow freight services to key<br />

wheat markets such as Egypt and Indonesia.<br />

The chartering division is also working to<br />

more closely integrate the resources of its<br />

Geneva and Melbourne offices, which<br />

currently provide a 24-hour, global presence<br />

within the freight market. Through Geneva<br />

Global Freight, <strong>AWB</strong> is also aiming to<br />

expand its non-pool related business, with<br />

volumes in <strong>2004</strong> exceeding targeted volumes<br />

for the second consecutive year.<br />

The past year for the freight market has been<br />

the most volatile on record, with freight rates<br />

fluctuating by more than 300%. This<br />

presented some unique trading opportunities<br />

for the chartering division within the freight<br />

swaps paper market. Using forward freight<br />

agreements, it was able to execute<br />

discretionary trading strategies in the volatile<br />

market, generating a strong return for the<br />

company.<br />

<strong>AWB</strong>’s freight trading activities are now being<br />

backed by a new level of position<br />

management, through progressive<br />

implementation of the Value at Risk (VaR)<br />

model. Already in place for the Geneva<br />

business, this model is providing the chartering<br />

division with an objective benchmark against<br />

which it can generate an accurate and<br />

quantifiable measure of risk exposure at any<br />

point in time. <strong>AWB</strong> plans to roll out the VaR<br />

model across the entire chartering division in<br />

the coming year, which will put the business at<br />

the forefront of risk management within the<br />

global freight industry.<br />

Outlook<br />

Expectation of a less volatile freight market<br />

may limit opportunities and margins for the<br />

chartering division in the forward freight<br />

business in 2005. However, the chartering<br />

division is targeting further growth of the<br />

physical grain freight business, using an<br />

increasing fleet of vessels to provide<br />

competitive freight solutions for an increased<br />

level of both <strong>AWB</strong> National Pool, and nonpool<br />

grain sales. Reasonable crop production<br />

for <strong>2004</strong>/05 will continue to support trading<br />

activity for the trading business. The<br />

integration of Landmark and the enhanced<br />

regional network will contribute to the<br />

strength of the <strong>AWB</strong>’s trading operations.<br />

With further development of strategic links<br />

with <strong>AWB</strong> joint venture partners such as<br />

AZL, and the development of international<br />

trading, the company will pursue its objective<br />

of broadening the range of commodities<br />

under its management.<br />

1 Previously reported in Supply Chain and Other Investments.<br />

View of canola growing in Victoria.<br />

25


<strong>AWB</strong> has an established presence<br />

in some of the world’s biggest and fastest<br />

growing grain markets.<br />

NPBT* – Supply Chain and Other Investments<br />

($m)<br />

10<br />

5<br />

0<br />

-5<br />

-10<br />

-15<br />

-20<br />

-25<br />

2000 2001 2002 2003 <strong>2004</strong><br />

* Net profit before tax<br />

26


Supply Chain & Other Investments<br />

Highlights<br />

Record grain receivals by <strong>AWB</strong> GrainFlow<br />

of 1.8 million tonnes – up from 185,000<br />

tonnes in 2003<br />

Increased receivals at <strong>AWB</strong> GrainFlow<br />

Dimboola site to 345,000 tonnes, making<br />

it one of the largest inland grain receival<br />

centres in Australia<br />

Continued high level of service to growers<br />

by <strong>AWB</strong> GrainFlow, with an average<br />

harvest truck turnaround of 33 minutes<br />

across the network<br />

Accreditation of AS 4801 safety<br />

management system for <strong>AWB</strong> GrainFlow –<br />

the only grain bulk handler in Australia to<br />

achieve this<br />

Increased grain volumes through the<br />

Melbourne Port Terminal from 450,000<br />

tonnes, to 1.3 million tonnes<br />

Doubled market share for Five Star Flour<br />

Mill to 30% of Egyptian premium flour<br />

market<br />

<strong>AWB</strong> Grain Centre<br />

Gilgandra, NSW<br />

Domestic investments<br />

<strong>AWB</strong> GrainFlow<br />

<strong>AWB</strong> GrainFlow is a wholly owned<br />

subsidiary of <strong>AWB</strong> which operates grain<br />

storage and handling services for the <strong>AWB</strong><br />

Group. In 2003/04, the business had four<br />

new grain receival centres commence<br />

operation, including its first ventures in<br />

Queensland. With a total of 21 grain receival<br />

sites operating across the east coast grain belt,<br />

<strong>AWB</strong> GrainFlow’s grain receivals rebounded<br />

significantly following the drought of last<br />

year. Total grain volumes were 1.8 million<br />

tonnes, a tenfold increase on the previous<br />

year. <strong>AWB</strong> GrainFlow has out-turned this<br />

grain quickly and efficiently, with a carryout<br />

of less than 250,000 tonnes by the end of<br />

October <strong>2004</strong>, in preparation for the new<br />

season harvest.<br />

The growth of <strong>AWB</strong> GrainFlow’s Dimboola<br />

site continued with receivals of 345,000<br />

tonnes, making it one of the largest inland<br />

grain receival centres in Australia after five<br />

years of operation. <strong>AWB</strong> GrainFlow has<br />

upgraded its processing systems to improve<br />

grower receipting and allow real-time capture<br />

of receival information. This facilitates better<br />

management of grain through the business<br />

and best use of resources.<br />

The company’s safety management system<br />

was recently accredited to AS 4801 standards.<br />

This is a significant milestone for the <strong>AWB</strong><br />

GrainFlow business, which is currently the<br />

only grain bulk handler in Australia to<br />

achieve the accreditation. The company has<br />

also continued its implementation of<br />

standard operating procedures, which assists<br />

management of safety risks, as well as<br />

ensuring operational best practice across each<br />

of its receival sites. <strong>AWB</strong> GrainFlow will aim<br />

to continue increasing market share based on<br />

efficient facilities, fast turnaround times and<br />

lower costs. Grain volumes should again be<br />

solid in <strong>2004</strong>.<br />

Port Investments<br />

Income from the <strong>AWB</strong> Group’s 50%<br />

investment in Melbourne Port Terminal<br />

improved in <strong>2004</strong>, with increased grain<br />

volumes through the facility. Total grain<br />

volumes handled increased from 450,000<br />

tonnes in 2003 to 1.3 million tonnes for the<br />

<strong>2004</strong> year. <strong>AWB</strong> has not extended its<br />

investment in port infrastructure in <strong>2004</strong>,<br />

but will continue to explore opportunities<br />

that provide long-tem commercial returns to<br />

shareholders, as well as delivering reduced<br />

costs to the <strong>AWB</strong> National Pool.<br />

Rail freight<br />

<strong>AWB</strong> retains leases for two freight trains, the<br />

Waratah which is leased from Freight<br />

Australia, and another train from ATN.<br />

These trains played a significant role in the<br />

grain haulage task from the 2003/04 season.<br />

Offshore investments<br />

<strong>AWB</strong> has broadened its reach into the global<br />

grain value chain in recent years through<br />

offshore investments that diversify and secure<br />

end-use demand for <strong>AWB</strong> products. <strong>AWB</strong><br />

has an established presence in some of the<br />

world’s biggest and fastest growing grain<br />

markets. In <strong>2004</strong>, these investments have<br />

performed well.<br />

Five Star Flour Mills (Egypt)<br />

Five Star Flour Mills Company SAE (FSFM)<br />

is the leading producer of premium grade<br />

flour in Egypt. The mill uses 100%<br />

Australian wheat, and has an established<br />

market share based on a quality product<br />

model in one of the world’s largest flour<br />

consuming nations. <strong>AWB</strong> is the largest single<br />

shareholder with a 30% interest.<br />

In <strong>2004</strong>, FSFM rebounded strongly, with an<br />

increase in the supply of Australian wheat to<br />

the mill of more than 50%. During <strong>2004</strong>, the<br />

mill was operating at its full, 1,100 tonnes<br />

per day capacity. The business expanded the<br />

market in Egypt, and increased its share of<br />

the premium flour market to 30%.<br />

27


The growth of <strong>AWB</strong> GrainFlow’s Dimboola site<br />

continued with receivals of 345,000 tonnes,<br />

making it one of the largest inland grain receival<br />

centres in Australia.<br />

28


The Five Star Feed Mill, located on the same<br />

site, was commissioned in 2003 and has<br />

performed above expectations since. In its<br />

first full year of operation, this state-of-theart<br />

mill has delivered strong operating<br />

margins. It services an expanding market for<br />

industries such as aquaculture and poultry<br />

farms, with opportunities for further growth<br />

within Egypt, and the broader North African<br />

and Middle East region.<br />

<strong>AWB</strong> – Zen-noh (Japan)<br />

<strong>AWB</strong> – Zen-noh (AZL) is a joint venture<br />

trading company between <strong>AWB</strong> and Japan’s<br />

largest agriculture trading company, Zen-noh<br />

Corporation. <strong>AWB</strong> holds a 51% interest.<br />

Increasingly competitive market conditions<br />

within Japan have placed margin pressure on<br />

the business and prompted increased efforts<br />

to develop a broader range of trade flows<br />

through the joint venture. <strong>AWB</strong> has provided<br />

additional support to the business to help<br />

diversify the commodity base, and in the past<br />

year has made inroads with trade in sorghum,<br />

canola, cottonseed and wheat bran.<br />

Shenzen Southseas Grain (China)<br />

Shenzen Southseas Grain Industries <strong>Limited</strong><br />

(SSGI) is one of the largest and most efficient<br />

flour and feed milling businesses in southern<br />

China. <strong>AWB</strong> holds a minority 8% stake.<br />

Following market disruptions from the SARS<br />

and the Avarian Flu outbreaks, SSGI<br />

rebounded strongly in <strong>2004</strong> and consolidated<br />

its position in the premium flour blend<br />

market. SSGI is now looking toward further<br />

expansion opportunities in the rapidly<br />

growing southern China market.<br />

Vietnam Flour Mills (VFM)<br />

<strong>AWB</strong> holds a 17.5% stake in Vietnam Flour<br />

Mills (VFM). In <strong>2004</strong>, ownership of VFM<br />

changed, with the major shareholder,<br />

Glowland <strong>Limited</strong>, increasing its stake to<br />

82.5% of the business. The business is<br />

seeking to increase its market share in the<br />

Vietnamese market, which remains fiercely<br />

competitive and cost focused. The cost focus<br />

nature of the market has prevented <strong>AWB</strong><br />

from leveraging its quality model and<br />

generating sales of Australian wheat from the<br />

<strong>AWB</strong> National Pool. Following a strategic<br />

review of this business, <strong>AWB</strong> has determined<br />

to divest its interest. The transaction is<br />

expected to be completed in early 2005.<br />

Outlook<br />

While national grain volumes will be down<br />

from <strong>2004</strong>, <strong>AWB</strong> GrainFlow is targeting an<br />

increased share of the market again in 2005,<br />

building on its provision of efficient and cost<br />

effective service for growers and grain<br />

acquirers. With the recovery in Egyptian<br />

economic conditions, signs of strong demand<br />

and the continued economic growth being<br />

forecast for China, <strong>AWB</strong> is anticipating good<br />

growth in those areas of its offshore<br />

investments.<br />

The Hon. Lynne Kosky,<br />

Minister for Education and Training, Victoria<br />

Andrew Lindberg,<br />

Managing Director <strong>AWB</strong><br />

Dr Stephen Henningham,<br />

Australian Consul General, Ho Chi Minh City<br />

Brendan Carter,<br />

Lecturer at William Angliss Institute of TAFE<br />

at the launch of the <strong>AWB</strong> Centre of Excellence<br />

in Vietnam.<br />

29


Aleeza Iqbal, Corporate Communications Adviser<br />

Employee engagement<br />

Surveyed improvement year on year<br />

(compared to average employee engagement level<br />

achieved by similar sized organisations)<br />

2002 2003 <strong>2004</strong><br />

30


Our People<br />

<strong>AWB</strong> employs over 2,700 people based in<br />

more than 230 <strong>AWB</strong>-owned locations both<br />

in Australia and internationally. More than<br />

70% of <strong>AWB</strong>’s employees are located in<br />

regional Australia, making <strong>AWB</strong> one of the<br />

largest rural employers in the country. <strong>AWB</strong><br />

is committed to positioning itself as an<br />

employer of choice across the rural services<br />

sector and in particular, the specialist areas of<br />

financial services, as a key platform in our<br />

strategy to attract and retain a talented<br />

workforce. <br />

The integration of the Landmark business<br />

involved considerable consolidation and<br />

restructuring of all <strong>AWB</strong> support functions,<br />

as well as some key customer facing groups,<br />

in order to met the company objectives under<br />

the Integrated Business Model. The work of<br />

integrating human resource policies, systems<br />

and processes will continue in 2005. <br />

In support of the <strong>AWB</strong> Corporate Plan, the<br />

key pillars of the Human Resource<br />

Management strategy in <strong>2004</strong>/05 are focused<br />

on building organisational capability, and<br />

continuing to provide a safe and rewarding<br />

workplace.<br />

Left to right:<br />

Anthony Diamante<br />

Chartering Manager<br />

Peter Johnson<br />

Melbourne Port<br />

Reinforcing <strong>AWB</strong> Capability<br />

The complexity of the <strong>AWB</strong> business<br />

demands a workforce with diverse and<br />

specialist skills, and people capability is one<br />

of the company’s highest priorities.<br />

<strong>AWB</strong> recognises that capability of employees<br />

is key to delivering on its corporate<br />

objectives. In <strong>2004</strong>/05, <strong>AWB</strong> will<br />

significantly increase the scope of training<br />

and development for its frontline employees,<br />

particularly in the areas of customer sales and<br />

relationship management. <strong>AWB</strong> has a<br />

framework for identification and delivery of<br />

training requirements in the business, an<br />

important platform in ensuring <strong>AWB</strong>’s<br />

capability.<br />

Succession and talent management<br />

<strong>AWB</strong> has a formal succession planning<br />

process that is managed by senior managers<br />

within the company’s Enterprise Risk<br />

Management (ERM) framework. This<br />

ensures all business critical roles are<br />

succession managed in order to assure<br />

continuity of leadership capability and critical<br />

skills.<br />

Formal monitoring and addressing of<br />

retention risk have resulted in <strong>AWB</strong> achieving<br />

a 95% retention of key talent in the 2003/04<br />

year, in a competitive labour market.<br />

Successful minimisation of talent turnover<br />

has been achieved at the same time as <strong>AWB</strong><br />

has successfully attracted highly qualified<br />

specialists to the organisation.<br />

Driving a Performance Culture<br />

Three factors are considered critical to a well<br />

balanced performance culture in <strong>AWB</strong>:<br />

Employee engagement<br />

<strong>AWB</strong> is focused on employee engagement as<br />

a key driver of individual and team<br />

performance. This focus has resulted in a<br />

substantial year on year improvement to a<br />

more than satisfactory and sustainable level.<br />

During <strong>2004</strong>/05, <strong>AWB</strong> will measure and<br />

respond to employee engagement in the<br />

Landmark workforce to ensure that the<br />

positive performance culture attributes of<br />

both businesses are fostered and maintained.<br />

Remuneration<br />

<strong>AWB</strong> has an overarching Remuneration<br />

Policy which is annually reviewed and<br />

approved by the <strong>AWB</strong> board. This Policy<br />

deals with:<br />

the broad remuneration principles required<br />

to actively support <strong>AWB</strong>’s organisational<br />

and people objectives – that is, to attract,<br />

motivate and retain employees. This<br />

philosophy advocates market competitive<br />

fixed pay, appropriate annual incentives for<br />

performance against business targets, plus a<br />

strong emphasis on long-term incentives to<br />

encourage reward for exceptional<br />

performance; and<br />

a strategic approach to setting<br />

remuneration levels and reviewing<br />

incentive and other remuneration<br />

components. The strategy is reviewed<br />

annually, to reflect internal changes or<br />

changes in external market practices.<br />

Further details are provided in the<br />

Remuneration <strong>Report</strong> on page 53.<br />

Performance Management<br />

The <strong>AWB</strong> performance management system<br />

is in its third year of operation, and sets out<br />

clear objectives for all employees, informal<br />

and formal performance feedback channels,<br />

and an explicit approach to rectifying<br />

performance problems.<br />

The “Managing for High Performance”<br />

learning program has been designed in-house<br />

and is offered to all new managers and<br />

supervisors, as well as those who wish to hone<br />

this important management skill.<br />

The key challenge for the coming year is to<br />

extend the <strong>AWB</strong> performance management<br />

system to the Landmark workforce.<br />

31


A Safe and Rewarding Place to Work<br />

In 2003/04 <strong>AWB</strong> Group has achieved a<br />

number of milestones in occupational health<br />

and safety (OH&S) management, with the<br />

completion of the safety management system<br />

(SMS) for <strong>AWB</strong>. This SMS has also been<br />

assessed as compliant with AS 4801 (the<br />

Australian Management Standard for<br />

Occupational Health and Safety Management<br />

Systems) and <strong>AWB</strong> was accredited to AS<br />

4801 in August <strong>2004</strong>.<br />

OH&S Achievements<br />

<strong>AWB</strong> completed the 2003/04 year with a<br />

Lost Time Injury Frequency Rate (LTIFR) of<br />

4.7 – an excellent result that is within the<br />

targeted LTIFR of 5 set for the business for<br />

the same period. This is particularly<br />

noteworthy due to the intensive integration<br />

of the <strong>AWB</strong>/Landmark businesses which saw<br />

the coming together of two safety cultures<br />

and safety management systems. This SMS is<br />

being further embedded in <strong>AWB</strong>, with an<br />

implementation strategy to expand this<br />

system across the business for <strong>2004</strong>/05.<br />

The OH&S strategy of <strong>AWB</strong> is supported by<br />

a structured OH&S policy and a set of<br />

Corporate Safety Values. It is a function of<br />

<strong>AWB</strong> board to oversee the management of<br />

OH&S. In this capacity, <strong>AWB</strong> has the<br />

following structures in place:<br />

1. a management review function which<br />

reviews OH&S performance at the<br />

executive level on a bi-annual basis;<br />

2. OH&S compliance audits are included in<br />

the internal audit program and are<br />

undertaken annually and reviewed through<br />

the board Audit Committee; and<br />

3. OH&S reports are reported monthly to<br />

the <strong>AWB</strong> board.<br />

Beyond Work<br />

The focus on occupational health extends<br />

beyond the workplace. <strong>AWB</strong> has a<br />

comprehensive rehabilitation policy<br />

governing the return to work processes and<br />

expectations for all <strong>AWB</strong> employees returning<br />

from work related and non work related<br />

injury or illness.<br />

Managing Industrial Harmony<br />

<strong>AWB</strong> continues to engage in a pro-active<br />

manner with all unions and representatives of<br />

unions associated with <strong>AWB</strong> workplace<br />

activity. This approach includes the active<br />

support of an employee advocate, and has<br />

enabled <strong>AWB</strong> to achieve some key workplace<br />

change initiatives without business disruption<br />

or interruption.<br />

Lost Time Injury Frequency Rate<br />

2001/02<br />

2002/03<br />

2003/04<br />

LTIFR<br />

Target<br />

7<br />

6<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

<strong>AWB</strong> Group <strong>AWB</strong> <strong>Limited</strong> Landmark<br />

32


More than 70% of <strong>AWB</strong>’s employees are located<br />

in regional Australia, making <strong>AWB</strong> one of the<br />

largest rural employers in the country.<br />

<strong>AWB</strong> Supporting its People<br />

<strong>AWB</strong>’s values are:<br />

1. we are accountable for our decisions,<br />

actions, and performance;<br />

2. we act with integrity and treat others with<br />

respect;<br />

3. we understand the value and importance of<br />

teamwork; and<br />

4. we initiate the creation of value for our<br />

customers.<br />

Intrinsic in these values is <strong>AWB</strong>’s focus on the<br />

responsibility to effectively and consistently<br />

address the health and wellbeing of its people.<br />

In 2003/04, <strong>AWB</strong> has invested in a range of<br />

support and policy infrastructure to meet the<br />

needs of the workforce.<br />

Workplace Diversity<br />

<strong>AWB</strong> will further develop its Workplace<br />

Diversity policy in <strong>2004</strong>/05 with a mix of<br />

face to face and e-learning programs. <strong>AWB</strong><br />

also seeks to improve workplace culture<br />

through a clearly defined code of conduct<br />

and through formal feedback systems.<br />

Work-life balance<br />

<strong>AWB</strong> acknowledges that, from time to time,<br />

employees will have family responsibilities<br />

that can conflict with work demands. The<br />

<strong>AWB</strong> Work-life balance policy exists within<br />

the broader framework of the Workplace<br />

Diversity Policy, which is approved annually<br />

by the <strong>AWB</strong> <strong>Limited</strong> board.<br />

Employee Assistance Program (EAP)<br />

In 2003/04, <strong>AWB</strong> fully implemented an<br />

Employee Assistance Program that is a<br />

professional, confidential counselling service<br />

for employees and their immediate family<br />

members. It provides employees an avenue<br />

for advice and support by an independent<br />

professional, and is designed to assist<br />

employees (and their immediate family<br />

members) with problems impacting their<br />

general wellbeing and work performance.<br />

<strong>AWB</strong> has a rapidly changing and growing<br />

business, and has a stable and capable human<br />

resource management infrastructure to<br />

support the achievement of its business<br />

objectives.<br />

Left to right:<br />

Kerrin Gleeson<br />

Pricing Strategist<br />

Andrew Tyas<br />

Logistics Analyst<br />

33


We recognise the importance of<br />

supporting and actively contributing to the<br />

community that we live and work in.<br />

Matt Holgate<br />

State Grain Manager, Victoria<br />

Ian Cornford, farmer, Queensland<br />

34


Our Social Commitment<br />

Together with the Landmark business, <strong>AWB</strong><br />

has a long and proud tradition of serving<br />

rural Australia which stretches back more<br />

than 150 years. As part of the fabric of<br />

regional Australia, we recognise the<br />

importance of supporting and actively<br />

contributing to the community that we live<br />

and work in, and, as Australia’s leading<br />

agribusiness, we are in a unique position to<br />

be able to make a difference through our<br />

activities and the activities of our people.<br />

Our contribution to the rural community<br />

and environment is based on three key<br />

platforms:<br />

agriculture industry leadership;<br />

rural communities; and<br />

environment and agricultural sustainability.<br />

Agriculture Industry Leadership<br />

<strong>AWB</strong> recognises the importance of leadership<br />

to the future of the Australian agricultural<br />

industry, and is working to foster this across<br />

all aspects of agriculture – from grower<br />

representative bodies to cropping groups and<br />

development programs for primary<br />

producers.<br />

The company is an active supporter of farmer<br />

representative groups across Australia,<br />

providing assistance for research and advocacy<br />

work on behalf of farmers. These groups play<br />

an important role in representing growers’<br />

interests and fostering industry leadership and<br />

development.<br />

To enhance this, <strong>AWB</strong> has formed 14 Grower<br />

Consultative Groups (GCGs) and the<br />

Managing Director’s Roundtable – two<br />

unique initiatives which develop the links<br />

between <strong>AWB</strong>, grain growers and the regional<br />

communities we operate in.<br />

Both are mechanisms for two-way<br />

communication which assist the company<br />

meet the needs of its stakeholders, but also<br />

fostering leadership at the community level<br />

and provide these farmers with a platform to<br />

develop their leadership skills. In addition to<br />

this, <strong>AWB</strong> actively encourages grower<br />

involvement in their industry by coordinating<br />

a program of grower group visits to its head<br />

office. In <strong>2004</strong>, <strong>AWB</strong> developed specific<br />

programs and tours for more than 25 groups,<br />

involving more than 400 participants. This<br />

included targeted programs for rural women<br />

and young farmers.<br />

<strong>AWB</strong> is a significant contributor to the<br />

Nuffield Farming Scholarship Program. This<br />

program targets dynamic young Australian<br />

farmers and provides funding for successful<br />

candidates to travel internationally, expand<br />

their personal horizons and learn from<br />

leading agriculturists from around the world.<br />

In August <strong>2004</strong>, the inaugural <strong>AWB</strong> Young<br />

Leaders Conference was held in Melbourne.<br />

The aim of the event was to foster young<br />

farm leaders by growing their skills and<br />

experience base, so that the industry has a<br />

strong platform of leadership for the future.<br />

More than 80 young grain growers attended<br />

the conference from around Australia.<br />

Rural Communities<br />

As Australia’s leading agribusiness, <strong>AWB</strong> has a<br />

large investment in the future of the<br />

agricultural sector and in the broad<br />

development of regional Australia. More<br />

than 70% of <strong>AWB</strong>’s people are based in rural<br />

areas and the company is active in finding<br />

ways that it can help support those<br />

communities.<br />

Rural sport<br />

At the heart of many rural communities are<br />

its sporting teams, and the company is<br />

strongly committed to the support and<br />

development of rural and regional sport.<br />

This extends to involvement in Australian<br />

Rules country football championships in a<br />

number of States; extensive support for<br />

country Rugby Union at the regional and<br />

state level; and numerous tennis, cricket, golf<br />

and lawn bowls country events.<br />

Support and services<br />

An important part of a vibrant and healthy<br />

rural community is the provision of adequate<br />

infrastructure and essential services. Through<br />

Landmark, <strong>AWB</strong> maintains a significant<br />

charity partnership with the Queensland<br />

Royal Children’s Hospital Foundation<br />

(RCH). Landmark’s involvement with the<br />

RCH Foundation commenced in 2002 with<br />

the Landmark Charity Steer Auction at the<br />

Royal Brisbane Show. More recently, the<br />

company launched the “Pulling up Socks for<br />

Sick Kids” fundraising program, which,<br />

through donating the proceeds of the sale of<br />

Merino wool socks, Landmark raised more<br />

than $120,000 to help the treatment of sick<br />

kids at the hospital.<br />

35


The issue of sustainable agriculture is at the<br />

heart of our business and the long-term<br />

prosperity of our farmers.<br />

Landmark Queensland<br />

Heelers v Landmark<br />

NSW Cockatoos<br />

36


Social service providers While not a producer or manufacturer of eTree<br />

<strong>AWB</strong> also contributes between $70,000 to goods in our own right, <strong>AWB</strong> believes the <strong>AWB</strong> is a foundation member of the<br />

$80,000 annually to selected charities which issue of sustainable agriculture is at the heart Computershare eTree initiative. Launched in<br />

contribute to rural communities. Charities of our business and the long-term prosperity <strong>2004</strong>, eTree encourages <strong>AWB</strong> shareholders to<br />

which have benefited from this initiative of our farmers. Specific initiatives have register their email address for electronic<br />

include: included: communications. It allows shareholders to<br />

The Variety Club of Australia;<br />

Angel Flight;<br />

Lifeline;<br />

The Royal Flying Doctor Service; and<br />

Salvation Army.<br />

Environment and agricultural<br />

sustainability<br />

<strong>AWB</strong> is committed to managing its<br />

operations in an environmentally responsible<br />

manner. This is supported by the <strong>AWB</strong><br />

Environmental Policy, and the development<br />

of an Environmental Management System in<br />

line with International Environmental<br />

Management Standard ISO 14001. This<br />

review has assisted with identification of<br />

environmental risks associated with <strong>AWB</strong>’s<br />

operations, and the same review process is<br />

now being undertaken for the Landmark<br />

business. <strong>AWB</strong> also subscribes to the Agsafe<br />

industry code of conduct for the safe<br />

transport, handling and storage of<br />

agricultural and veterinary chemicals.<br />

Dryland salinity<br />

In a partnership with the Cooperative<br />

Research Centre for Plant-based Manager of<br />

Dryland Salinity (CRC), Landmark is<br />

involved in a major program directed towards<br />

finding long-term solutions for this key issue.<br />

The CRC aims to provide new plant-based<br />

land use systems to minimise the impact of<br />

dryland salinity. With Landmark’s direct<br />

contact with farmers, it plays a key role in<br />

disseminating vital information to the<br />

farming community and maximising the<br />

impact of the research. This assists in<br />

ameliorating the impact of salinity, and<br />

improving the long-term productivity,<br />

profitability and sustainability of farmers and<br />

their communities. The next phase of the<br />

program is full-scale extension of the project<br />

across the four southern States, specifically<br />

promoting lucerne and perennial pastures as<br />

significant plants to utilise rainfall and<br />

prevent rising water tables.<br />

minimise postal communications and save<br />

paper, in return for increased reforestation<br />

activities. For every email registration<br />

captured by the eTree campaign, a donation<br />

is made by <strong>AWB</strong> to Landcare Australia. The<br />

funds will be distributed to support landscape<br />

change projects in the State where the<br />

registering shareholder resides. Some of the<br />

projects earmarked for funding under the<br />

eTree initiative include the “Grow West”<br />

project at Bacchus Marsh in Victoria, the<br />

Holbrook Rebirding project in New South<br />

Wales and the Fitzgerald Biosphere Reserve<br />

project in Western Australia.<br />

To date, nearly 3,000 <strong>AWB</strong> shareholders have<br />

registered for eTree. Shareholders interested<br />

in supporting eTree can register their email<br />

address by visiting www.etree.com.au/awb<br />

Left to right:<br />

Terry Aucher, Head of Credit and<br />

Trade Finance<br />

Nick Farr-Jones, Former Wallabies<br />

Captain<br />

Barry Smith<br />

Participating in Variety Club Bash<br />

37


Executive Profiles<br />

1<br />

2<br />

3<br />

4<br />

5<br />

1. Andrew Lindberg<br />

Managing Director, 51, BComm, BSc, MBA,<br />

FAICD<br />

Joined <strong>AWB</strong> in 2000. Mr Lindberg is responsible for<br />

the management of <strong>AWB</strong> and is a director on the<br />

Boards of <strong>AWB</strong> and <strong>AWB</strong>I. Mr Lindberg has senior<br />

management experience in both the private and<br />

public sectors, at Federal and State levels. Prior<br />

positions have included senior management<br />

responsibilities in manufacturing, Federal industry<br />

policy development, insurance and leading key sector<br />

financial reforms.<br />

2. Paul Ingleby<br />

Chief Financial Officer, 53, BA (Accounting), CA<br />

Joined <strong>AWB</strong> in 1998. Mr Ingleby is responsible for<br />

finance and administration, treasury and trade<br />

finance. Before joining <strong>AWB</strong>, he had experience as<br />

Chief Financial Officer of a major diversified,<br />

agriculturally focused corporation and a bank. Mr<br />

Ingleby’s previous positions have been in banking and<br />

merchant banking (where he was involved in the<br />

analysis, valuation and sale of businesses in Australia,<br />

New Zealand and Hong Kong), chartered accounting<br />

(corporate advisory and audit) and government<br />

(companies and securities regulation and corporate<br />

crime investigation).<br />

3. Jill Gillingham<br />

General Manager, Supply Chain, Technology and<br />

Business Processes, 54, BEc, MBA, MAICD<br />

Joined <strong>AWB</strong> in 2000. Ms Gillingham is responsible<br />

for information systems, supply chain management<br />

and the grower service centre. She has a broad range<br />

of general management experience, having held<br />

executive positions and been responsible for major<br />

business operations in the general insurance, workers<br />

compensation and occupational health and safety<br />

sectors. Ms Gillingham has also been responsible for<br />

the development and implementation of large IT<br />

initiatives within the insurance industry. Before<br />

joining <strong>AWB</strong>, Ms Gillingham held the position of<br />

Group General Manager Operations at the Victorian<br />

WorkCover Authority for three years.<br />

4. Marcus Kennedy<br />

General Manager, Financial Services, 45, BSc<br />

(Hons), MSc (Geophysics), MBA, MAICD, ASIA<br />

Joined <strong>AWB</strong> in 2002. Mr Kennedy is responsible for<br />

financial services across both the <strong>AWB</strong> and Landmark<br />

businesses, insurance and product development. He<br />

has extensive management experience in both retail<br />

and wholesale financial services and across many<br />

management functions, including sales and customer<br />

management, strategy and product development.<br />

Previously, he worked in a number of leadership roles<br />

with Westpac, including wealth management,<br />

corporate banking and mortgage businesses. Prior to<br />

this, Mr Kennedy worked in Europe as a consultant,<br />

and in investment banking with Wardley <strong>Limited</strong><br />

(Hong Kong and Shanghai Banking Corporation) and<br />

Westpac. Prior to joining the financial services<br />

industry, he was a geophysicist and financial analyst<br />

with Exxon Corporation.<br />

5. Peter Geary<br />

General Manager, Trading and Commodities, 44,<br />

BBus, GradDip (Marketing)<br />

Joined <strong>AWB</strong> in 1985. Mr Geary is responsible for<br />

domestic and global trading, international sales and<br />

marketing, risk management products for growers and<br />

end-users and chartering. His previous positions<br />

within <strong>AWB</strong> have included General Manager of<br />

National Wheat Pools, policy and export sales in<br />

Africa, Europe, Middle East and South America, as<br />

well as the management of <strong>AWB</strong>’s overseas offices in<br />

Europe and the United States. Before joining <strong>AWB</strong>,<br />

Mr Geary was employed with the Grain Elevators<br />

Board of Victoria (now GrainCorp <strong>Limited</strong>) for a<br />

period of four years. Mr Geary has a family farming<br />

background in north east Victoria.<br />

6. Sarah Scales<br />

General Manager, <strong>AWB</strong> (International) <strong>Limited</strong>,<br />

38, BAgSc<br />

Joined <strong>AWB</strong> in 1992. Ms Scales is responsible for<br />

managing the <strong>AWB</strong> National Pool and the Single<br />

Desk system. Her recent positions within <strong>AWB</strong><br />

include responsibility for pricing and risk<br />

management strategies and the execution of the<br />

commodity hedge book in New York. She has also<br />

worked in the domestic trading division, trading<br />

pulses and wheat. Before joining <strong>AWB</strong>, Ms Scales<br />

worked with Cargill Australia.<br />

38


7. Richard Fuller<br />

General Manager, Executive and Company<br />

Secretary, 45, BA (Hons), PhD (Political Science)<br />

Joined <strong>AWB</strong> in 2000. Dr Fuller is responsible for the<br />

management of the Office of the Managing Director<br />

and is the Company Secretary. Before joining <strong>AWB</strong>,<br />

he held senior management roles in the insurance<br />

industry and positions as a lecturer with the<br />

University of Melbourne and RMIT.<br />

8. Charles Stott<br />

General Manager, Rural Services, 45, DipApp<br />

Sc (Ag)<br />

Joined <strong>AWB</strong> in 2000. Mr Stott is responsible for<br />

Landmark rural services, which includes procurement,<br />

merchandise, fertiliser, wool, real estate, livestock and<br />

<strong>AWB</strong>’s seeds business. Prior to this, Mr Stott was<br />

responsible for strategy and business development,<br />

investments, mergers and acquisitions. Previously, he<br />

was General Manager, International Sales and<br />

Marketing. Mr Stott has worked with BHP<br />

Petroleum, where his positions included Project<br />

Director and International Business Development<br />

Manager. Prior to BHP, he was with the Australian<br />

Wheat Board and held various roles including<br />

Marketing Manager for the Middle East, Europe and<br />

Africa. Mr Stott has extensive international<br />

experience in trade finance, risk management,<br />

business development and project management across<br />

a broad range of industries including agriculture,<br />

petroleum and minerals.<br />

9. Michael Thomas<br />

General Manager, Corporate, 37, BAgSc, GradDip<br />

AgEc, MEc, ASIA, GAICD<br />

Joined <strong>AWB</strong> in 1998. Mr Thomas is responsible for<br />

corporate development (mergers and acquisitions and<br />

corporate planning), human resources, stakeholder<br />

relations (media, government, grower and investor<br />

relations) and marketing. Previously, he held the<br />

positions of General Manager, Stakeholder Relations<br />

and Head of Investor Relations. Before joining <strong>AWB</strong>,<br />

he was the Executive Officer at SA Farmers<br />

Federation. Prior to this, Mr Thomas was the senior<br />

economist at Primary Industries South Australia. He<br />

was also an economist with private and public<br />

consulting companies undertaking consultancies in<br />

Asia and the Pacific region.<br />

10. John Maher<br />

General Manager, Operations, 42, BAgSc (Hons),<br />

MBA, GAICD<br />

Joined Landmark in 1994. Mr Maher is responsible<br />

for the national operations of Landmark. Prior to the<br />

acquisition of the Landmark rural services business by<br />

<strong>AWB</strong> in August 2003, Mr Maher was General<br />

Manager, Network Operations with Wesfarmers<br />

Landmark. Mr Maher has also been Regional<br />

Manager for Southern Region and General Manager –<br />

Livestock. Prior to joining Wesfarmers, Mr Maher<br />

was the Head of International Livestock Marketing for<br />

the Australian Meat and Livestock Corporation. In<br />

that role, he had accountability for the development<br />

of the industry’s marketing strategy in Australia's Asia<br />

Pacific, Middle East and North African livestock<br />

markets.<br />

6<br />

7<br />

8<br />

9<br />

10<br />

39


Corporate Governance<br />

Governance at <strong>AWB</strong><br />

<strong>AWB</strong>’s board and management are committed to<br />

conducting the business of <strong>AWB</strong> in accordance with a<br />

strong corporate governance framework and rigorous<br />

standards of ethical conduct.<br />

<strong>AWB</strong> benchmarks itself against the ASX Corporate<br />

Governance Council's Principles of Good Corporate<br />

Governance and Best Practice Recommendations, and<br />

<strong>AWB</strong>’s governance systems and practices currently meet all<br />

of the Best Practice Recommendations (ASX<br />

Recommendations). In this corporate governance statement,<br />

the descriptions of <strong>AWB</strong>’s corporate governance practices<br />

have been linked to each of the ASX Recommendations.<br />

<strong>AWB</strong>'s constitution (available on <strong>AWB</strong>’s website,<br />

www.awb.com.au) is also a key governance document. The<br />

constitution was framed by the Australian Government in<br />

consultation with the Grains Council of Australia as part of<br />

the process of privatising the Australian Wheat Board,<br />

effective in July 1999. <strong>AWB</strong>'s systems and practices are<br />

designed to ensure compliance with <strong>AWB</strong>'s constitution at<br />

all times.<br />

In May <strong>2004</strong>, <strong>AWB</strong> launched the Corporate Governance<br />

section on its website. The Corporate Governance section of<br />

the website discloses a considerable amount of information<br />

about <strong>AWB</strong>’s corporate governance systems and practices.<br />

Role of the board<br />

The board is responsible for the overall governance of <strong>AWB</strong><br />

and its strategic direction. This includes setting goals,<br />

monitoring performance, and ensuring <strong>AWB</strong>’s internal<br />

control and reporting procedures are effective and ethical<br />

and that <strong>AWB</strong>’s strategic direction provides value for<br />

shareholders.<br />

Regardless of who elects or appoints a director, each director<br />

is obliged to act in the interests of <strong>AWB</strong> as a whole.<br />

Although directors may be elected by particular<br />

shareholders, directors are not considered the servants or<br />

agents of particular groups of shareholders or required to<br />

follow directions of or requests from any group of<br />

shareholders (whether constituted by class or region).<br />

<strong>AWB</strong> has adopted a formal board charter, which is reviewed<br />

and updated on an annual basis. The division of<br />

responsibilities between the board and management is set<br />

out in formal delegations and a system of board reserved<br />

powers. Summaries of both the board charter and the<br />

system of reserved powers are available in the Corporate<br />

Governance section of <strong>AWB</strong>’s website.<br />

(ASX Recommendation 1.1)<br />

Standard Terms of Appointment<br />

Upon appointment to the board, each director receives a<br />

letter of appointment which sets out the key terms and<br />

conditions of their appointment.<br />

The managing director, the chief financial officer and other<br />

key executives all have letters of appointment, or contractual<br />

equivalents, describing their terms of office, duties, rights<br />

and responsibilities and entitlement on termination.<br />

(ASX Recommendation 1.1)<br />

The Composition of the board<br />

The constitution of <strong>AWB</strong> contains provisions which ensure<br />

that 11 of the 12 directors are non-executive directors. This<br />

ensures that there are a sufficient number of non-executive<br />

directors to:<br />

bring an independent view to the board’s deliberations;<br />

help the board (and the chairman) provide the company<br />

with effective leadership and ensure that the company is<br />

competently run in the interests of all shareholders; and<br />

foster the continuing effectiveness of the managing<br />

director and management.<br />

The board of <strong>AWB</strong> comprises:<br />

seven A class directors, elected by the A class shareholders<br />

in various regions as follows:<br />

– NSW/ACT – two A class directors;<br />

– WA – two A class directors;<br />

– SA – one A class director;<br />

– VIC/TAS – one A class director;<br />

– QLD/NT – one A class director;<br />

two B class directors (elected by B class shareholders);<br />

two additional directors (appointed by the A class<br />

directors); and<br />

the managing director.<br />

The constitution requires all of the directors to elect an A<br />

class director as chairman.<br />

The profiles of the directors at the date of this report,<br />

including a description of their skills, experience and<br />

expertise relevant to the position of director, are set out on<br />

pages 46 – 47.<br />

The board met 14 times during the financial year. Refer to<br />

page 58 for details of the attendance by directors at those<br />

meetings.<br />

(ASX Recommendations 2.2, 2.3 and 2.5)<br />

40


Independence<br />

All of the current 11 non-executive directors of <strong>AWB</strong><br />

<strong>Limited</strong> are independent, being independent of<br />

management and having no business or other relationship<br />

that could compromise their autonomy.<br />

The board has adopted the definition of independence set<br />

out in Box 2.1 of the ASX Recommendations. However, the<br />

board has determined that a director is not considered to<br />

lack independence by reason only that the director (either<br />

directly or indirectly though entities associated with the<br />

director) has a material personal interest in the sale of wheat<br />

or other grain to a company in the <strong>AWB</strong> Group and/or is a<br />

customer for products or services of a company in the <strong>AWB</strong><br />

Group. The board has not set materiality thresholds and will<br />

consider the circumstances on a case by case basis.<br />

The constitution requires A class and B class directors to retire<br />

and submit themselves for re-election at the third annual<br />

general meeting following their initial (and each subsequent)<br />

appointment. An additional director may be appointed for a<br />

term of up to three years, and may be considered for reappointment<br />

at the expiry of the previous term.<br />

At the date of this report, the period of office of each<br />

director of <strong>AWB</strong> <strong>Limited</strong> (rounded to the nearest six<br />

months) is as follows:<br />

Brendan Stewart (chairman)<br />

Andrew Lindberg (managing director)<br />

Kerry Sanderson<br />

Chistopher Moffet<br />

Warrick McClelland<br />

John Simpson<br />

Robert Barry<br />

John Thame<br />

Xavier Martin<br />

Brendan Fitzgerald<br />

Peter Polson<br />

Steve Chamarette<br />

5 years<br />

5 years<br />

6 years<br />

6 years<br />

6 years<br />

6 years<br />

6 years<br />

6 years<br />

2 years<br />

2 years<br />

2 years<br />

1 year.<br />

The constitution limits the tenure of A class directors to the<br />

period expiring at the ninth consecutive annual general<br />

meeting after their initial appointment (other than an A<br />

class director who has acted as chairman who may hold<br />

office until the twelfth consecutive annual general meeting<br />

after their initial appointment). The constitution limits the<br />

tenure of an additional director to the period expiring at the<br />

sixth consecutive annual general meeting after their initial<br />

appointment. The constitution does not currently limit the<br />

tenure of B class directors.<br />

(ASX Recommendations 2.1 and 2.5)<br />

Board Committees<br />

The board has several committees of its members to support<br />

effective corporate governance. These committees are<br />

advisory in nature and do not exercise any powers.<br />

Audit Committee<br />

The role of the Audit Committee is documented in a<br />

charter which is approved by the board. The principal<br />

functions of the Committee are to:<br />

monitor <strong>AWB</strong>’s Risk Management Program on an overall<br />

basis. (The Group Corporate Risk Committee has<br />

responsibility for monitoring risk management activities<br />

for market (commodity price, currency, interest rate) and<br />

credit risks);<br />

ensure that the accounting policies and practices are<br />

appropriate and in accordance with generally accepted<br />

practices including such advice and information which<br />

the external and internal auditors are responsible for<br />

providing to the Committee from time to time;<br />

ensure that the financial statements of <strong>AWB</strong> <strong>Limited</strong><br />

accurately reflect a true and fair position of its financial<br />

operations;<br />

ensure that proper internal controls exist in relation to<br />

<strong>AWB</strong>’s financial transactions;<br />

review risk management practices and processes and<br />

monitor the control of corporate operating risks and<br />

exposures;<br />

monitor policies and procedures to ensure compliance<br />

with statutory and legal, financial and corporate<br />

governance responsibilities and overall efficiency and<br />

effectiveness of <strong>AWB</strong>’s operations;<br />

monitor and advise on the warranties provided by <strong>AWB</strong><br />

<strong>Limited</strong> to <strong>AWB</strong> (International) <strong>Limited</strong> with respect to<br />

the operations and financial reports of the <strong>AWB</strong> National<br />

Pool;<br />

provide through regular meetings, a forum for<br />

communication between the board, senior financial<br />

management and the internal and external auditors;<br />

provide an advisory and liaison role for the <strong>AWB</strong> <strong>Limited</strong><br />

board in relation to audit advice, risk management advice<br />

and information with relevant external bodies; and <br />

monitor audit recommendations to ensure that they are<br />

implemented.<br />

The constitution of <strong>AWB</strong> (article 3.1(f )) requires the board<br />

to ensure that separate accounts are prepared for the<br />

business of <strong>AWB</strong> (International) <strong>Limited</strong> – that is, in<br />

relation to the <strong>AWB</strong> National Pool. The accounts of the<br />

<strong>AWB</strong> National Pool are reviewed by the Audit Committee<br />

and the board of <strong>AWB</strong> (International) <strong>Limited</strong>.<br />

The Committee’s charter requires that it consist of at least<br />

three non-executive directors, with qualifications as to<br />

independence, financial expertise and financial literacy as set<br />

out in the commentary and guidance to the ASX<br />

Recommendations.<br />

The members of the Audit Committee are Mr Robert Barry<br />

(Chair), Mr Brendan Stewart (ex-officio), Mr Brendan<br />

Fitzgerald, Mr Xavier Martin, Mr Warrick McClelland and<br />

Mr John Thame. Members of the committee are financially<br />

literate and the chairman, Mr Robert Barry, and Mr John<br />

Thame have extensive financial experience. (Refer to pages<br />

46 – 47 for details of the qualifications and experience of<br />

committee members.)<br />

The Audit Committee met eight times during the financial<br />

year. Refer to page 58 for details of the attendance by<br />

41


committee members at those meetings. Generally, some or<br />

all of the managing director, the chief financial officer, the<br />

chief risk officer, the company secretary, a representative of<br />

internal audit and a representative of the external auditor<br />

were also present for at least part of each meeting at the<br />

invitation of the Committee. As part of this process, the<br />

Committee meets with both the internal and external<br />

auditors without the managing director or other members of<br />

management present.<br />

The Audit Committee Charter is available in the Corporate<br />

Governance section of <strong>AWB</strong>’s website.<br />

The company’s external auditors, Ernst & Young, were<br />

appointed in September 1998, prior to <strong>AWB</strong>’s listing on the<br />

Australian Stock Exchange (ASX) on 22 August 2001. The<br />

Audit Committee is responsible for nominating future<br />

external auditors. A description of the arrangements for the<br />

selection and appointment of the external auditor is<br />

available in the Corporate Governance section of <strong>AWB</strong>’s<br />

website.<br />

(ASX Recommendations 4.2, 4.3, 4.4 and 4.5)<br />

Group Corporate Risk Committee<br />

The role of the Group Corporate Risk Committee is<br />

documented in a charter which is approved by the boards of<br />

directors of <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong>. The principal functions of the Committee are to:<br />

act as an advisory Committee of both the <strong>AWB</strong> <strong>Limited</strong><br />

board and the <strong>AWB</strong> (International) <strong>Limited</strong> board on<br />

discharging each boards’ responsibilities as they relate to<br />

policy, guidelines, controls, management and reporting of<br />

market and credit risks affecting the <strong>AWB</strong> Group (both<br />

<strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International) <strong>Limited</strong>);<br />

provide, through regular meetings, a forum for<br />

communication between the <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong><br />

(International) <strong>Limited</strong> boards and senior management<br />

on market and credit risk management issues; and<br />

provide an advisory and liaison role for the <strong>AWB</strong> <strong>Limited</strong><br />

and <strong>AWB</strong> (International) <strong>Limited</strong> boards in relation to<br />

advice and information relating to market and credit risk<br />

management matters. This role is co-ordinated with the<br />

Audit Committee’s role of monitoring the Risk<br />

Management Programme on an overall basis.<br />

The Committee’s charter requires that at least three nonexecutive<br />

directors of <strong>AWB</strong> <strong>Limited</strong> should be members of<br />

the Committee, at least one of whom should also be a<br />

director of <strong>AWB</strong> (International) <strong>Limited</strong> and that, where<br />

possible, the chair of the Committee should be a director of<br />

both <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International) <strong>Limited</strong>.<br />

The members of the Group Corporate Risk Committee are<br />

Mr Peter Polson (Chair) (a director of both <strong>AWB</strong> <strong>Limited</strong><br />

and <strong>AWB</strong> (International) <strong>Limited</strong>), Mr Brendan Stewart<br />

(ex-officio), Mr Andrew Lindberg, Mr Steve Chamarette,<br />

Mr Christopher Moffet and Mrs Kerry Sanderson. (Refer to<br />

pages 46 – 47 for details of the qualifications and experience<br />

of committee members.)<br />

The Group Corporate Risk Committee met six times during<br />

the financial year. Refer to page 58 for details of the<br />

attendance by committee members at those meetings.<br />

A summary of the Group Corporate Risk Committee<br />

Charter is available in the Corporate Governance section of<br />

<strong>AWB</strong>’s website (www.awb.com.au).<br />

Remuneration Committee<br />

Information about the Remuneration Committee is set out<br />

in the Remuneration <strong>Report</strong> which is incorporated in the<br />

Directors’ <strong>Report</strong> (page 53).<br />

(ASX Recommendations 9.2 and 9.5)<br />

Nomination Committee<br />

The role of the Nomination Committee is documented in a<br />

charter approved by the <strong>AWB</strong> <strong>Limited</strong> board. The principal<br />

function of the Committee is to advise the boards of <strong>AWB</strong><br />

<strong>Limited</strong> and <strong>AWB</strong> (International) <strong>Limited</strong> on membership<br />

and the making of new appointments. In particular, the<br />

Committee advises on:<br />

the composition of the board and advice to be given by<br />

the board to shareholders in accordance with articles<br />

19.15 and 19.18 of <strong>AWB</strong>’s constitution;<br />

the range of skills available on the board and appropriate<br />

balance of skills for future board membership;<br />

the appointment of an external expert to advise on the<br />

composition of the board and candidates for election;<br />

identification of prospective candidates for positions of<br />

director;<br />

recommendations by the board to shareholders in<br />

connection with board elections to enable shareholders to<br />

effectively discharge their function under article 19.15 of<br />

<strong>AWB</strong>’s constitution;<br />

implementation of the election process generally; and<br />

succession of the chairman.<br />

The Committee’s charter requires that the Committee<br />

consist of the chair of the <strong>AWB</strong> <strong>Limited</strong> board and two<br />

non-executive directors of <strong>AWB</strong>. The non-executive<br />

directors are to consist of one A class director and one B<br />

class or additional director.<br />

The members of the Nomination Committee are Mr<br />

Brendan Stewart (Chair), Mr Robert Barry and Mr Xavier<br />

Martin. (Refer to pages 46 – 47 for details of the<br />

qualifications and experience of committee members.)<br />

The Nomination Committee met six times during the<br />

financial year. Refer to page 58 for details of the attendance<br />

by committee members at those meetings.<br />

A summary of the Nomination Committee Charter is<br />

available in the Corporate Governance section of <strong>AWB</strong>’s<br />

website. Also available on the website is a description of the<br />

procedure for the selection and appointment of new<br />

directors to the board, which includes the policy of the<br />

Nomination Committee for the appointment of directors.<br />

(ASX Recommendations 2.4 and 2.5)<br />

42


Services Agreement Committee<br />

The Services Agreement is the contract under which <strong>AWB</strong><br />

<strong>Limited</strong>, through its subsidiary <strong>AWB</strong> Services <strong>Limited</strong>,<br />

provides services to <strong>AWB</strong> (International) <strong>Limited</strong>.<br />

The role of the Services Agreement Committee is documented<br />

in a charter which is approved by the <strong>AWB</strong> <strong>Limited</strong> board.<br />

The principal functions of the Committee are to:<br />

review the Services Agreement;<br />

negotiate any amendments to the Services Agreement<br />

with the Compliance Committee of the <strong>AWB</strong><br />

(International) <strong>Limited</strong> board; and<br />

make recommendations to the <strong>AWB</strong> <strong>Limited</strong> board on<br />

the Services Agreement.<br />

The Committee’s charter requires that the membership of<br />

the Committee is to be drawn from directors who are not<br />

also directors of <strong>AWB</strong> (International) <strong>Limited</strong>.<br />

The members of the Services Agreement Committee are Mr<br />

John Simpson (Chair), Mr Steve Chamarette, Mr Brendan<br />

Fitzgerald, Mr Warrick McClelland and Mrs Kerry<br />

Sanderson. (Refer to pages 46 – 47 for details of the<br />

qualifications and experience of committee members.)<br />

The Services Agreement Committee met twice during the<br />

financial year. Refer to page 58 for details of the attendance<br />

by committee members at those meetings.<br />

Investment Committee<br />

The role of the Investment Committee is documented in a<br />

charter approved by the board. The Committee was established<br />

to oversee, on behalf of the <strong>AWB</strong> <strong>Limited</strong> board, major<br />

acquisitions and the successful integration of these acquisitions.<br />

The Committee’s charter requires that the Committee<br />

consist of the chairman, the managing director and up to<br />

four other directors.<br />

The members of the Investment Committee are Mr<br />

Brendan Stewart (Chair), Mr Andrew Lindberg, Mr Robert<br />

Barry, Mr Christopher Moffet, Mr Peter Polson and Mr<br />

John Thame. (Refer to pages 46 – 47 for details of the<br />

qualifications and experience of committee members.)<br />

The Investment Committee met four times during the<br />

financial year. Refer to page 58 for details of the attendance<br />

by committee members at those meetings.<br />

Board Performance<br />

Every 18 months to two years, the boards of <strong>AWB</strong> <strong>Limited</strong><br />

and <strong>AWB</strong> (International) <strong>Limited</strong> conduct formal reviews of<br />

their performance in meeting shareholder and other<br />

stakeholder expectations. The chairman also discusses with<br />

each individual director his or her contribution to the board.<br />

The most recent performance reviews took place during the<br />

reporting period.<br />

A description of the performance evaluation process of the board,<br />

its committees and individual directors and key executives is<br />

available in the Corporate Governance section of <strong>AWB</strong>’s website.<br />

(ASX Recommendation 8.1)<br />

Director Education<br />

<strong>AWB</strong> provides assistance to directors of <strong>AWB</strong> <strong>Limited</strong> and<br />

<strong>AWB</strong> (International) <strong>Limited</strong> who wish to complete the<br />

Australian Institute of Company Directors’ education<br />

program and other programs which can be shown to add<br />

value to the director’s role. In addition, <strong>AWB</strong> holds several<br />

in-house seminars each year to update directors on issues<br />

relevant to their position as directors.<br />

Independent Legal Advice and Access to<br />

Company Information<br />

Directors of both <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong> are entitled to any information they need or require<br />

from their respective companies to exercise their functions<br />

and to fulfil their duties as directors and, subject to prior<br />

approval by the chairman (which is not to be unreasonably<br />

withheld), may seek independent legal advice at the<br />

company’s expense on any issue submitted to the board.<br />

(ASX Recommendation 2.5)<br />

Remuneration Policy<br />

Information in relation to <strong>AWB</strong>’s remuneration policy and<br />

details about the remuneration paid to directors and<br />

executives are set out in the Remuneration <strong>Report</strong><br />

incorporated in the Directors’ <strong>Report</strong> on pages 53.<br />

(ASX Recommendations 9.1, 9.3, 9.4 and 9.5)<br />

Share Dealing by Directors<br />

The board of <strong>AWB</strong> <strong>Limited</strong> has adopted Share Dealing<br />

Guidelines which restrict share trading by directors, <strong>AWB</strong><br />

managers, <strong>AWB</strong> staff with financial reporting responsibilities<br />

and their associates to specified “window periods”.<br />

The window periods are as follows:<br />

(i) six weeks commencing two days after announcement of<br />

the half year results;<br />

(ii) six weeks commencing two days after announcement of<br />

the annual results;<br />

(iii) six weeks commencing two days after the company’s<br />

annual general meeting;<br />

(iv) in the period of a qualifying prospectus, six weeks from<br />

the date of the allotment of shares; and<br />

(v) any other period, of such duration, as determined by the<br />

board of <strong>AWB</strong> <strong>Limited</strong> from time to time.<br />

The guidelines make clear that prohibitions on insider<br />

trading must be complied with at all times. The guidelines<br />

also prohibit dealing in <strong>AWB</strong> shares on a short-term basis by<br />

directors and <strong>AWB</strong> management.<br />

A summary of the Share Dealing Guidelines is available in<br />

the Corporate Governance section of <strong>AWB</strong>’s website.<br />

(ASX Recommendations 3.2 and 3.3)<br />

43


Continuous Disclosure<br />

<strong>AWB</strong> <strong>Limited</strong> has implemented Continuous Disclosure<br />

Guidelines to ensure that <strong>AWB</strong> <strong>Limited</strong> meets its<br />

continuous disclosure obligations under the ASX Listing<br />

Rules and the Corporations Act.<br />

Under these guidelines, information which may have a<br />

material effect on the price or value of <strong>AWB</strong> <strong>Limited</strong>’s<br />

securities is monitored and referred to a Continuous<br />

Disclosure Coordinator. The Continuous Disclosure<br />

Coordinator is responsible for examining the material to<br />

determine whether the matter must be disclosed and may<br />

refer the matter to <strong>AWB</strong>’s General Counsel or external<br />

advisers to determine whether consideration is required by<br />

the managing director, chief financial officer or the board.<br />

A more detailed summary of the Continuous Disclosure<br />

Guidelines is available in the Corporate Governance section<br />

of <strong>AWB</strong>’s website.<br />

(ASX Recommendations 5.1 and 5.2)<br />

Conflicts and Declarations of Interests<br />

The boards of <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong> have procedures in place for the disclosure and<br />

resolution of any matter which may give rise to actual or<br />

potential conflicts between the interests of a director and<br />

those of their respective companies.<br />

Identification and Management of Significant<br />

Business Risks<br />

<strong>AWB</strong> has in place a comprehensive monitoring,<br />

management and reporting framework that allows business<br />

risks to be identified, managed and overseen in a timely and<br />

efficient manner. <strong>AWB</strong> actively mitigates risks and optimises<br />

<strong>AWB</strong>’s resources not only to protect the company but also<br />

to provide a sound return to shareholders commensurate<br />

with the risk profile adopted.<br />

<strong>AWB</strong> has implemented an Enterprise-wide Risk<br />

Management (ERM) system that provides a comprehensive<br />

risk profile of the company and allows for formalised ongoing<br />

risk monitoring and reporting to the company’s<br />

Executive Leadership Group, the <strong>AWB</strong> Group Corporate<br />

Risk Committee, the <strong>AWB</strong> (International) <strong>Limited</strong> board<br />

Compliance Committee, the board Audit Committee and<br />

the boards of both <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong>.<br />

The internal audit plan is designed to be risk focused and is<br />

aligned with the ERM risk profile. It takes into<br />

consideration the company’s strategic initiatives, and<br />

provides assurance on risks and their control status to the<br />

board Audit Committee. The internal audit function is<br />

outsourced to a professional firm, PricewaterhouseCoopers,<br />

and is managed in line with the key objectives of <strong>AWB</strong>’s<br />

Corporate Risk Unit.<br />

The managing director and the company’s Executive<br />

Leadership Group are responsible for managing risk and<br />

reporting to the board and board committees. A key feature<br />

of this arrangement is the role of the chief risk officer (as<br />

head of the Corporate Risk Unit). The chief risk officer<br />

reports to company’s Executive Leadership Group for risk<br />

purposes and also has an independent reporting line to the<br />

Audit Committee, the Group Corporate Risk Committee<br />

and the <strong>AWB</strong> (International) <strong>Limited</strong> Compliance<br />

Committee. The Corporate Risk Unit continually monitors<br />

the company’s risk profile, particularly that of the trading<br />

activity, and has authority to report to any level of executive<br />

management or the board any significant concerns that may<br />

arise. This is particularly so of issues that arise outside of the<br />

formal reporting timetable.<br />

<strong>Annual</strong> financial budgets are compiled and submitted by<br />

management to the board for approval. Monthly reports<br />

from the chief financial officer and managing director are<br />

provided to the board for oversight of financial and nonfinancial<br />

risk exposures and performance.<br />

Issues considered worthy of further attention by the board<br />

are managed through the use of a corporate action list,<br />

controlled by the company secretary. This is used to register<br />

and manage requests of management raised by the board of<br />

directors.<br />

Risk mitigation is also undertaken by an insurance program<br />

managed by the Corporate Risk Unit. It is continually<br />

monitored and enhanced to match the company’s changing<br />

business profile, and is also regularly reported on to the<br />

board.<br />

<strong>AWB</strong> is currently developing a group-wide Market Risk<br />

Control Policy. This policy will form a centralised market<br />

risk control framework and consolidated basis for the<br />

management, control, oversight and assurance around<br />

<strong>AWB</strong>’s group-wide market risk activities.<br />

A description of <strong>AWB</strong>’s risk management policy and<br />

internal compliance and control system is available on the<br />

Corporate Governance section of <strong>AWB</strong>’s website.<br />

The managing director and the chief financial officer have<br />

stated in writing to the board that:<br />

the company’s financial reports present a true and fair<br />

view, in all material respects, of the company’s financial<br />

condition and operational results and are in accordance<br />

with relevant accounting standards; and<br />

the above statement is founded on a sound system of risk<br />

management and internal compliance and control, which<br />

implements the policies adopted by the board, and that<br />

system is operating efficiently and effectively in all<br />

material respects.<br />

(ASX Recommendations 4.1, 7.1, 7.2 and 7.3)<br />

Corporate Ethics and Code of Conduct<br />

The boards of <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong> are committed to clearly promoting and<br />

demonstrating that their business affairs and operations are<br />

at all times being conducted legally, ethically and in<br />

accordance with the highest standards of integrity and<br />

propriety. This is a fundamental principle of <strong>AWB</strong>’s<br />

operations and business affairs. The <strong>AWB</strong> Corporate Ethics<br />

and Code of Conduct policy is based on this principle and<br />

44


its observance provides the foundation on which the<br />

company’s reputation with growers, customers, suppliers and<br />

stakeholders is based.<br />

The Corporate Ethics and Code of Conduct policy<br />

(available in the Corporate Governance section of <strong>AWB</strong>’s<br />

website) sets out the values, responsibilities and obligations<br />

of board members and all employees of <strong>AWB</strong>.<br />

(ASX Recommendations 3.1, 3.3 and 10.1)<br />

Occupational Health and Safety Policy<br />

<strong>AWB</strong> <strong>Limited</strong> is committed to providing and maintaining a<br />

healthy and safe working environment for all people<br />

attending <strong>AWB</strong>’s workplace and recognises its obligations<br />

under the applicable occupational health and safety<br />

(OH&S) legislation.<br />

<strong>AWB</strong> has an integrated policy to address OH&S issues<br />

which is reviewed regularly to ensure that <strong>AWB</strong> maintains<br />

“best practice” procedures in relation to OH&S issues.<br />

In <strong>2004</strong>, <strong>AWB</strong> became the first business in the grains<br />

industry to achieve AS 4801 accreditation, the Australian<br />

Management Standard for OH&S management systems. AS<br />

4801 accreditation requires that <strong>AWB</strong>, at the very<br />

minimum: meets best practice OH&S standards; has an<br />

OH&S management system which is externally and<br />

independently assessed against best practice criteria; has a<br />

method to assess the implementation of its OH&S<br />

management system throughout the organisation externally<br />

and independently; and demonstrates workplace corporate<br />

responsibility. <strong>AWB</strong> is now seeking the same level of<br />

accreditation for <strong>AWB</strong>’s Landmark business.<br />

Environmental Policy<br />

<strong>AWB</strong>’s Environmental Policy states that:<br />

the company is committed to sustainable development;<br />

environmental, health, safety and community<br />

responsibilities are integral to the company’s business<br />

operations;<br />

<strong>AWB</strong> employees are encouraged to be pro-active in these<br />

matters; and<br />

accountability for the environment, health and safety is a<br />

core value of the company.<br />

The directors of <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong> (International)<br />

<strong>Limited</strong> also contribute to the community in an individual<br />

capacity. These activities range from contributing their time<br />

and experience to charitable organisations, research<br />

foundations, Rotary, land care groups and education<br />

foundations and associations through to volunteering for the<br />

local fire service.<br />

<strong>Report</strong>ing to Shareholders<br />

The board aims to ensure that <strong>AWB</strong> <strong>Limited</strong>’s shareholders<br />

are informed of all major developments affecting the<br />

company.<br />

Information is regularly communicated to shareholders via<br />

regular announcements to the ASX in accordance with<br />

<strong>AWB</strong>’s continuous disclosure obligations, media releases,<br />

periodic mail-outs and grower briefing meetings.<br />

Information is also freely available from <strong>AWB</strong>’s Investor<br />

Centre on its website www.awb.com.au<br />

In addition, a copy of the <strong>Annual</strong> <strong>Report</strong> is distributed to all<br />

shareholders and is available from the company’s website.<br />

The board ensures that the <strong>Annual</strong> <strong>Report</strong> accurately<br />

includes all relevant information about the company<br />

including details of its operations, future development and<br />

any disclosures required by the Corporations Act and the<br />

ASX Listing Rules.<br />

The board encourages full participation by shareholders at<br />

the annual general meeting to ensure a high level of<br />

accountability and to ensure that shareholders remain<br />

informed about <strong>AWB</strong> <strong>Limited</strong>’s strategy and goals.<br />

Important issues are presented to shareholders as single<br />

resolutions.<br />

<strong>AWB</strong>’s external auditors, Ernst & Young, are invited to<br />

attend the annual general meeting to answer shareholder<br />

questions about the conduct of the audit and the<br />

preparation and content of the auditor’s reports.<br />

Further information about <strong>AWB</strong>’s arrangements to promote<br />

communications with shareholders, including by electronic<br />

means, is available in the Corporate Governance section of<br />

<strong>AWB</strong>’s website (www.awb.com.au).<br />

(ASX Recommendations 6.1 and 6.2)<br />

Corporate Social Responsibility<br />

<strong>AWB</strong> was one of 26 companies that participated in the<br />

inaugural Australian Corporate Responsibility Index, an<br />

initiative of St James Ethics Centre. St James Ethics Centre<br />

describes the index as “a strategic management tool to<br />

enhance the capacity of businesses to develop, measure and<br />

communicate best practice in the field of corporate social<br />

responsibility. It does this through benchmarking corporate<br />

social responsibility strategy and implementation process<br />

across the four key impact areas of community, workplace,<br />

marketplace and environment.” In participating in the<br />

process, <strong>AWB</strong> demonstrated its leadership and commitment<br />

to corporate social responsibility practices.<br />

45


Board of Directors<br />

<strong>AWB</strong> <strong>Limited</strong><br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

1. Brendan Stewart<br />

Chairman, Non-executive director, 38, MAICD<br />

Committees: Nomination (Chair), Remuneration<br />

(Chair), Investment (Chair), Group Corporate Risk (exofficio<br />

member) and Audit (ex-officio member)<br />

Appointed on 3 February 2000 and re-elected on 13<br />

March 2003. Mr Stewart was elected by the directors<br />

as Chairman on 14 March 2002 and re-elected<br />

Chairman on 13 March 2003. Mr Stewart is also<br />

Chairman and a non-executive director of <strong>AWB</strong><br />

(International) <strong>Limited</strong>. Mr Stewart operates a 3,200<br />

hectare property that produces grain, cotton and cattle<br />

at Chinchilla, Queensland. He is a former President of<br />

Queensland Graingrowers Association and Grains<br />

Council of Australia and was Chair of the Joint<br />

Ministerial Working Group on the Australian Wheat<br />

Board Restructure and Vice President of National<br />

Farmers’ Federation (NFF). Mr Stewart is a former<br />

Chairman of the NFF Economics and Trade<br />

Committee and former chairman of Wideland<br />

Insurance Brokers Pty <strong>Limited</strong>. In January 2003, Mr<br />

Stewart was appointed inaugural Chairman of the<br />

Council for Australian Arab Relations.<br />

2. Andrew Lindberg<br />

Managing Director, 51, BComm, BSc, MBA,<br />

FAICD<br />

Committees: Group Corporate Risk and Investment<br />

(Refer to page 38 for personal details)<br />

3. Robert Barry<br />

Deputy Chairman, Non-executive director, 57,<br />

BCom, FCPA, FAICD<br />

Committees: Audit (Chair), Nomination and Investment<br />

Appointed on 12 January 1999, re-elected on 15<br />

March 2001 and again on 11 March <strong>2004</strong>. Mr Barry<br />

is the current Deputy Chairman of <strong>AWB</strong> <strong>Limited</strong> and<br />

Chairman of the Audit Committee. Mr Barry has<br />

extensive financial experience in domestic and<br />

international capital markets. He was Chief Executive<br />

Officer of Dominguez Barry Samuel Montagu<br />

<strong>Limited</strong> (a predecessor to UBS Australia) and Head of<br />

International Capital Markets for the Midland Bank<br />

Group in London. Mr Barry is Chairman of Snowy<br />

Hydro <strong>Limited</strong> and a non-executive director of<br />

Queensland Cotton Holdings <strong>Limited</strong> and Unisearch<br />

<strong>Limited</strong>. Mr Barry has a farming interest at Willow<br />

Tree, NSW.<br />

4. Brendan Fitzgerald<br />

Non-executive director, 60, Cert Rural Mgmt,<br />

FCDA<br />

Committees: Audit and Services Agreement<br />

Elected on 13 March 2003. Mr Fitzgerald is a grain<br />

grower from Kimba in SA. He has operated, in<br />

partnership with his family, a farming and contract<br />

harvesting business since 1975. In 1986, Mr<br />

Fitzgerald was elected to the SACBH board and as a<br />

director was involved in finance and audit,<br />

nomination/remuneration and listing committees and<br />

chaired the strategic infrastructure committee. After<br />

demutualisation, he was Deputy Chairman of<br />

AusBulk and United Grower Holdings. Mr Fitzgerald<br />

has studied export grain marketing and storage in<br />

North America, South Africa and England.<br />

5. Steve Chamarette<br />

Non-executive director, 60, BEcons, MSc, GAICD<br />

Committees: Group Corporate Risk and Services<br />

Agreement<br />

Elected on 11 March <strong>2004</strong>. Mr Chamarette is a grain<br />

grower from Trayning, Western Australia and a WA<br />

Farmers Grains Council delegate. He is also a<br />

Graduate Member of the Australian Institute of<br />

Company Directors.<br />

6. Xavier Martin<br />

Non-executive director, 45, FAICD<br />

Committees: Nomination and Audit<br />

Elected on 13 March 2003. Mr Martin is a wheat<br />

grower and director of his family farming enterprise<br />

near Gunnedah, NSW. During the past decade, Mr<br />

Martin has been representing growers in leadership<br />

positions across a range of organisations including<br />

NSW Farmers Association, Grains Council of<br />

Australia, Durum Wheat Growers Association and the<br />

new Australian Durum Industry Association. Mr<br />

Martin is a director of various private companies and<br />

the public company, Plant Health Australia <strong>Limited</strong>.<br />

7. Warrick McClelland<br />

Non-executive director, 61, BAgSc<br />

Committees: Audit and Services Agreement<br />

Appointed on 4 November 1998 and re-elected on 14<br />

March 2002. Mr McClelland is a grain and livestock<br />

producer from Birchip in Victoria. He was a<br />

Founding Committee Member of the Birchip<br />

Cropping Group, Founding Chairman of Birchip<br />

46


Promotion Committee and Founding Chairman of<br />

Grains Industry Training Network (Victoria). Mr<br />

McClelland is a former Victorian Farmers Federation<br />

Grains Council President and Grains Council of<br />

Australia Deputy President and a former director of<br />

BRI Australia.<br />

8. Christopher Moffet<br />

Non-executive director, 61, FAICD<br />

Committees: Group Corporate Risk and Investment<br />

Appointed on 4 November 1998 and re-elected on 14<br />

March 2002. Mr Moffet’s grain industry experience<br />

includes ownership of a 16,000 hectare grain and<br />

grazing property and involvement in the areas of<br />

finance, marketing and business management. Mr<br />

Moffet’s qualifications incorporate a former<br />

directorship of Morawa Cooperative and over 30 years<br />

of WA Farmers Federation membership, including<br />

roles as President of branch, zone and Federation’s<br />

Grains Council and executive member of Grains<br />

Council of Australia. As a director of Grain Pool of<br />

WA for eight years, Mr Moffet completed studies in<br />

grain trading and futures management at the Chicago<br />

Board of Trade. Mr Moffet is a Fellow of the<br />

Australian Institute of Company Directors and has<br />

recently been awarded the Advanced Diploma from<br />

the Institute.<br />

9. Peter Polson<br />

Non-executive director, 58, BComm, MBL<br />

Committees: Group Corporate Risk (Chair),<br />

Remuneration and Investment<br />

Appointed on 31 March 2003. Mr Polson has broad<br />

experience in the financial services industry, first as<br />

Managing Director of the international funds<br />

management business with the Colonial group, then<br />

as an executive with the Commonwealth Bank group<br />

with responsibility for all investment and insurance<br />

services for the group, including the CBA group's<br />

funds management, master funds, superannuation and<br />

insurance businesses and third party support services<br />

for brokers, agents and financial advisers. In 2003, Mr<br />

Polson commenced his career as a non-executive<br />

director. Mr Polson is Chairman of Challenger<br />

Financial Services Group <strong>Limited</strong> and a director of<br />

Challenger Life <strong>Limited</strong> and Professional Indemnity<br />

Insurance Company of Australia Pty <strong>Limited</strong>.<br />

10. Kerry Sanderson<br />

Non-executive director, 54, AO, BSc, BEcons,<br />

MAICD, FCIT, FAIM<br />

Committees: Group Corporate Risk and Services Agreement<br />

Appointed on 1 May 1998, and re-elected on 14 March<br />

2002. Mrs Sanderson is Chief Executive Officer of<br />

Fremantle Ports Authority in Western Australia and Vice<br />

President of the Association of Australian Ports and<br />

Marine Authorities Inc. Mrs Sanderson has specific<br />

skills in business management and trade promotion<br />

with experience in transport and shipping. She is a<br />

member of the Board of Trustees of the Fremantle<br />

Hospital Medical Research Foundation, a director of<br />

Rio Tinto WA Futures Foundation and a member of the<br />

Australian Logistics Council. She is a Fellow of the<br />

Chartered Institute of Transport and of the Australian<br />

Institute of Management. Mrs Sanderson was a member<br />

of the Board of the Australian Wheat Board from 1995.<br />

11. John Simpson<br />

Non-executive director, 45<br />

Committees: Services Agreement (Chair) and<br />

Remuneration<br />

Appointed on 4 November 1998 and re-elected on 14<br />

March 2002. Mr Simpson is a former director of<br />

<strong>AWB</strong> (International) <strong>Limited</strong>. Mr Simpson is joint<br />

Managing Director of Nowranie Pastoral Co Pty<br />

<strong>Limited</strong>, a family owned company farming 10,000<br />

hectares in the Riverina of NSW. He was a<br />

representative for grain growers on the NSW Farmers’<br />

Association Grains Committee for seven years, serving<br />

two years as vice chairman.<br />

12. John Thame<br />

Non-executive director, 62, FCPA<br />

Committees: Audit, Remuneration and Investment<br />

Appointed on 9 April 1999 and re-appointed on 14<br />

March 2002. Mr Thame joined the NSW Building<br />

Society in 1971 and oversaw the conversion of the<br />

Society to Advance Bank in 1985. He was Chief<br />

Executive Officer of Advance Bank from 1985 until<br />

its merger with St George Bank in January 1997. Mr<br />

Thame is Chairman of St George Bank <strong>Limited</strong>, and<br />

on the board of Reckon <strong>Limited</strong>, Village Building Co<br />

<strong>Limited</strong> and Abacus Property Group <strong>Limited</strong>.<br />

13. Richard Fuller<br />

General Manager Executive and Company<br />

Secretary, 45, BA (Hons), PhD (Political Science)<br />

(Refer to page 39 for personal details)<br />

8<br />

9<br />

10<br />

11<br />

12<br />

13<br />

47


Board of Directors<br />

<strong>AWB</strong> (International) <strong>Limited</strong><br />

1<br />

2<br />

3<br />

4<br />

<strong>AWB</strong> (International) <strong>Limited</strong> (<strong>AWB</strong>I), is a wholly<br />

owned subsidiary of <strong>AWB</strong> <strong>Limited</strong>, created to operate<br />

the <strong>AWB</strong> National Pool as a requirement of the <strong>AWB</strong><br />

constitution and the Wheat Marketing Act 1989. The<br />

constitution of <strong>AWB</strong>I was framed by the Australian<br />

Government in consultation with the Grains Council<br />

of Australia as part of the process of privatising the<br />

Australian Wheat Board, effective in July 1999.<br />

The board of <strong>AWB</strong>I under its constitution has<br />

responsibility to maximise the net pool return for<br />

growers who sell wheat into the <strong>AWB</strong> National Pool<br />

by securing, developing and maintaining markets for<br />

wheat and by minimising costs as far as practicable.<br />

Directors of <strong>AWB</strong> <strong>Limited</strong> under their constitution<br />

have the same obligation to growers. Thus, the two<br />

constitutions and the governance obligations of the<br />

two boards of directors are aligned. <br />

<strong>AWB</strong>I has a separate board from <strong>AWB</strong> <strong>Limited</strong>. Since<br />

<strong>AWB</strong>I should not on its own account make either a<br />

profit or a loss, the primary function of the board is to<br />

watch over the interests of growers in maximising net<br />

returns from the <strong>AWB</strong> National Pool. While the<br />

chairman and three other directors are required under<br />

<strong>AWB</strong>I‘s constitution to be common to the boards of<br />

both <strong>AWB</strong> <strong>Limited</strong> and <strong>AWB</strong>I, three directors –<br />

Wayne Gibson, Clinton Starr and Ian Donges – are<br />

grower elected directors for <strong>AWB</strong>I only. (Their<br />

qualifications and experience are set out at the end of<br />

this statement.)<br />

The board of <strong>AWB</strong>I comprises:<br />

three A class directors, elected by the A class<br />

shareholders of <strong>AWB</strong> <strong>Limited</strong> in various regions as<br />

follows:<br />

– NSW/ACT – one A class director;<br />

– WA – one A class director;<br />

– QLD/VIC/SA/NT/TAS – one A class director;<br />

the chairman of <strong>AWB</strong> <strong>Limited</strong>;<br />

the managing director;<br />

one A class director of <strong>AWB</strong> <strong>Limited</strong> other than the<br />

chairman; and<br />

one other director of <strong>AWB</strong> <strong>Limited</strong>.<br />

The board met nine times during the financial year.<br />

For details of the remuneration paid to each director of<br />

<strong>AWB</strong>I, refer to the Remuneration <strong>Report</strong> incorporated in<br />

the Directors’ <strong>Report</strong> (page 53).<br />

The Wheat Export Authority, a Commonwealth<br />

statutory authority, monitors <strong>AWB</strong>I’s performance in<br />

accordance with the Wheat Marketing Act 1989.<br />

Compliance Committee<br />

The <strong>AWB</strong>I board has appointed a Compliance<br />

Committee – the membership of which is restricted to<br />

the three directors directly appointed to <strong>AWB</strong>I by<br />

growers – to oversee the relationship between <strong>AWB</strong><br />

<strong>Limited</strong> and <strong>AWB</strong>I.<br />

A charter issued by the board of <strong>AWB</strong>I establishes the<br />

purpose, role and functions of the Committee.<br />

The Compliance Committee has the responsibility of<br />

ensuring that:<br />

any dealing that <strong>AWB</strong>I has with its parent and<br />

subsidiaries of <strong>AWB</strong> <strong>Limited</strong> are not in conflict<br />

with the objectives of <strong>AWB</strong>I as operator of the<br />

<strong>AWB</strong> National Pool;<br />

the business rules and obligations as set down in the<br />

Services Agreement with <strong>AWB</strong> Services <strong>Limited</strong> are<br />

observed and maintained and are consistent with<br />

the objectives of <strong>AWB</strong>I as operator of the <strong>AWB</strong><br />

National Pool; and<br />

the requirements of the appropriate laws, regulations,<br />

the constitution of <strong>AWB</strong> <strong>Limited</strong>, the constitution of<br />

<strong>AWB</strong>I and appropriate industry codes, agreements<br />

and regulations are observed.<br />

Although both <strong>AWB</strong>I and <strong>AWB</strong> <strong>Limited</strong> have specific<br />

constitutional requirements to maximise and<br />

distribute net pool returns to growers, the Compliance<br />

Committee is designed as an additional mechanism to<br />

ensure that these obligations to growers are fulfilled.<br />

In fulfilling its charter, the Compliance Committee<br />

reports to the board of <strong>AWB</strong>I.<br />

<strong>AWB</strong>I has charged the Compliance Committee with<br />

responsibility of negotiating the Services Agreement<br />

with <strong>AWB</strong> <strong>Limited</strong>.<br />

The Committee met seven times during the financial<br />

year. The members of the Compliance Committee are<br />

Mr Clinton Starr (Chair), Mr Ian Donges and Mr<br />

Wayne Gibson.<br />

<strong>AWB</strong> (International) <strong>Limited</strong> <strong>2004</strong><br />

Review Committee<br />

The role of the <strong>AWB</strong> (International) <strong>Limited</strong> board<br />

<strong>2004</strong> Review Committee is to oversee the company’s<br />

contribution to the review of <strong>AWB</strong>I’s performance in<br />

operating the Single Desk. This review was conducted<br />

in accordance with the Wheat Marketing Act 1989.<br />

The Committee met four times during the financial<br />

year. The members of the <strong>AWB</strong> (International)<br />

<strong>Limited</strong> <strong>2004</strong> Review Committee are Mr Clinton<br />

Starr (Chair), Mr Brendan Stewart and Mr Andrew<br />

Lindberg.<br />

48


1. Brendan Stewart<br />

Chairman, Non-executive director<br />

Committee: <strong>AWB</strong>I <strong>2004</strong> Review<br />

(Refer to page 46 for personal details)<br />

2. Andrew Lindberg<br />

Director<br />

Committee: <strong>AWB</strong>I <strong>2004</strong> Review<br />

(Refer to page 46 for personal details)<br />

3. Christopher Moffet<br />

Non-executive director<br />

(Refer to page 47 for personal details)<br />

4. Peter Polson<br />

Non-executive director<br />

(Refer to page 47 for personal details)<br />

5. Ian Donges<br />

Non-executive director, 58, FAICD<br />

Committee: Compliance<br />

Appointed on 15 March 2001 and re-elected on 11<br />

March <strong>2004</strong>, Mr Donges is a grain grower from<br />

central NSW. He has operated, in partnership with his<br />

wife, a farming business since 1975. Mr Donges has<br />

extensive representative involvement in farm<br />

organisations including at a local level through NSW<br />

Farmers and the NSW Agricultural Bureau. At a State<br />

level Mr Donges has been involved with NSW<br />

Farmers, serving that organisation in a number of<br />

capacities including President for three years and<br />

Chairman of the Grains Committee. Mr Donges<br />

represented NSW on the Grains Council of Australia<br />

and is immediate past president of the National<br />

Farmers’ Federation. Mr Donges is Chairman of the<br />

Grain and Graze Program, an initiative of three<br />

research and development corporations. Mr Donges is<br />

chairman of Horticulture Australia <strong>Limited</strong>, and a<br />

member of the board of the CRC for salinity research.<br />

6. Wayne Gibson<br />

Non-executive director, 56, MCDA<br />

Committee: Compliance<br />

Appointed on 3 February 2000 and re-elected on 13<br />

March 2003. Mr Gibson is a grain grower from<br />

Kondinin, Western Australia and a former executive<br />

committee member of the Kondinin Group and<br />

former WA Farmers Federation Zone President and<br />

Grains Council delegate. Mr Gibson is a Councillor<br />

of the Kondinin Shire Council and a member of the<br />

Corporate Directors’ Association of Australia.<br />

7. Clinton Starr<br />

Non-executive director, 57, BEc, MBA<br />

Committees: Compliance (Chair) and <strong>AWB</strong>I <strong>2004</strong><br />

Review (Chair)<br />

Appointed on 4 November 1998 and re-elected on 14<br />

March 2002. Mr Starr has had 20 years experience in<br />

international funds management, including 10 years<br />

experience in international funds marketing. This<br />

extended to all main asset classes and he served as an<br />

executive director from 1986 until 1998 both in<br />

Australia and overseas. Since 1998, he has managed<br />

the family partnership, which has interests in small<br />

company management consulting and farming. He is<br />

also a non-executive director of Multiemedia <strong>Limited</strong><br />

(Director/Deputy Chairman), Biological Farmers of<br />

Australia (Co-op) <strong>Limited</strong>, Green Environmental Pty<br />

<strong>Limited</strong> (Chairman), Mulch-Tech Pty <strong>Limited</strong>, Green<br />

Planet Holdings Pty <strong>Limited</strong> (Chairman), Longboat<br />

Holdings Pty <strong>Limited</strong> (Chairman), ACN 107 658<br />

551 Pty <strong>Limited</strong> (Chairman) and Aussie Signs Pty<br />

<strong>Limited</strong> (Deputy Chairman). Mr Starr is currently<br />

completing a Doctorate in Business Administration at<br />

RMIT, researching the optimal growth paths for<br />

small/medium entrepreneurial businesses in Australia.<br />

8. Richard Fuller<br />

General Manager Executive and Company<br />

Secretary, 45, BA (Hons), PhD (Political Science)<br />

(Refer to page 39 for personal details)<br />

5<br />

6<br />

7<br />

8<br />

49


Financial Statements<br />

Page<br />

Directors' <strong>Report</strong><br />

52<br />

Statement of Financial Performance<br />

60<br />

Statement of Financial Position<br />

61<br />

Statement of Cash Flows<br />

62<br />

Notes to and Forming Part of the Financial Statements 63<br />

– Index 63<br />

Directors' Declaration<br />

103<br />

Independent Audit <strong>Report</strong><br />

104<br />

50


DIRECTORS' REPORT<br />

Your directors submit their report for the year ended 30 September <strong>2004</strong>.<br />

DIRECTORS<br />

The directors of the company at any time during or since the end of the<br />

financial year are:<br />

Brendan Stewart (Chairman)<br />

Robert Barry (Deputy Chairman)<br />

Andrew Lindberg (Managing Director)<br />

Steve Chamarette (elected at <strong>2004</strong> <strong>Annual</strong> General Meeting on 11<br />

March <strong>2004</strong>)<br />

Brendan Fitzgerald<br />

Laurie Marshall (resigned 11 March <strong>2004</strong>)<br />

Xavier Martin<br />

Warrick McClelland<br />

Christopher Moffet<br />

Peter Polson<br />

Kerry Sanderson<br />

John Simpson<br />

John Thame.<br />

Except where noted, the directors held their position as director for the<br />

financial year and up to the date of this report. A summary of the<br />

experience, qualifications and special responsibilities of each director is<br />

provided on pages 46 and 47.<br />

PRINCIPAL ACTIVITIES<br />

The <strong>AWB</strong> Group is Australia's leading rural services provider and one of<br />

the world's largest wheat managers and marketers. Refer to Note 33(a)<br />

to the financial statements for details of entities within the group.<br />

<strong>AWB</strong> Group's operations can be categorised into five key business areas:<br />

Pool Management Services – managing the aggregation and global<br />

marketing of Australian wheat to maximise net pool returns,<br />

providing commodity price and currency risk management, and<br />

providing the development and Australian application of leading–edge<br />

grain related technologies;<br />

Rural Services (Landmark) – Landmark is Australia's largest supplier<br />

of agribusiness products and services. It provides customers with rural<br />

merchandise, fertiliser, livestock, wool marketing, agronomy,<br />

insurance, real estate and rural financial services;<br />

Finance and Risk Management – the provision of finance and risk<br />

management products to grain growers;<br />

Grain Acquisition and Trading – the trading, as principal, of grains<br />

and shipping capacity, and the provision of marketing products to<br />

Australian grain growers; and<br />

Supply Chain and Other Investments – the development of, and<br />

direct investment in, supply chain infrastructure and end–user grain<br />

businesses.<br />

RESULTS AND REVIEW OF OPERATIONS<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Consolidated entity profit after tax and<br />

outside equity interests for the financial year 96,862 43,891<br />

A review of the operations and results of the consolidated entity and its<br />

principal businesses during the financial year is contained in pages<br />

10 to 29.<br />

DIVIDENDS<br />

Subsequent to year end, a fully franked final dividend of 11 cents per<br />

share was approved by the board on 24 November <strong>2004</strong> and is payable<br />

on 17 December <strong>2004</strong>. All dividends paid will be fully franked at the<br />

current tax rate of 30%. The 2003 final dividend of $36.0 million and<br />

the <strong>2004</strong> interim dividend of $47.3 million were paid to B class<br />

shareholders during the period.<br />

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS<br />

There were no significant changes in the state of affairs of the<br />

consolidated entity during the financial year.<br />

SIGNIFICANT EVENTS AFTER BALANCE DATE<br />

Since 30 September <strong>2004</strong> no matter or circumstance has arisen that has<br />

significantly affected, or may significantly affect:<br />

(a) the consolidated entity's operations in future financial years; or<br />

(b) the results of those operations in future financial years; or<br />

(c) the consolidated entity's state of affairs in future financial years.<br />

LIKELY DEVELOPMENTS AND EXPECTED RESULTS<br />

The consolidated entity will continue to pursue its policy of increasing<br />

the profitability and market share of its major business areas during the<br />

next financial year. Further information about likely developments in<br />

the operations of the consolidated entity and the expected results of<br />

those operations in future financial years has not been included in this<br />

report because disclosure of the information would be likely to result in<br />

unreasonable prejudice to the consolidated entity.<br />

ENVIRONMENTAL REGULATION AND<br />

PERFORMANCE<br />

The consolidated entity's operations are subject to various<br />

Commonwealth, State and Territory environmental legislation and<br />

regulation. There is no environmental regulation specific to the<br />

consolidated entity. The board is not aware of any significant<br />

environmental breaches during the financial year.<br />

INDEMNIFICATION AND INSURANCE<br />

The constitution of <strong>AWB</strong> <strong>Limited</strong> provides an indemnity for all current<br />

and previous company directors, secretaries and executive officers. The<br />

company indemnifies these people to the maximum extent permitted by<br />

law for any liabilities or expenses incurred in defending any proceedings<br />

where judgement is given in the person's favour. The indemnity does<br />

not however, cover conduct involving a lack of good faith.<br />

A Deed of Access, Indemnity and Insurance has been entered into<br />

between the company and each director which provides that the<br />

company will maintain a directors' and officers' insurance policy. The<br />

Deed also provides an indemnity to the maximum extent permissible by<br />

law to the director for any liabilities incurred as a director, other than<br />

liabilities to the company or a related body corporate, or liabilities<br />

arising out of conduct involving lack of good faith.<br />

A directors' and officers' insurance policy is maintained; however, the<br />

terms of the contract prohibit disclosure of the amount of the premium.<br />

During or since the end of the financial year, no director, officer or<br />

auditor had recourse to the indemnity or insurance.<br />

REGISTERED OFFICE<br />

Level 21, 380 La Trobe Street<br />

Melbourne, Victoria, 3000<br />

52


REMUNERATION REPORT<br />

Remuneration Committee<br />

The role of the Remuneration Committee is documented in a charter<br />

which is approved by the board. Its principal functions are to review and<br />

recommend to the board, where appropriate:<br />

the remuneration policy, including the executive incentive policy,<br />

employee share plans and superannuation;<br />

recruitment, retention and termination policies and procedures for<br />

senior management;<br />

the performance appraisal policy; and<br />

the managing director’s performance goals and remuneration.<br />

It also reviews prior to implementation:<br />

the remuneration and contract terms, including termination<br />

provisions, of executives reporting to the managing director;<br />

the design of new or amendments to current executive incentive plans<br />

and the total proposed payments from each incentive plan;<br />

the continuing appropriateness of the performance hurdles in each<br />

executive incentive program;<br />

the design of other executive benefit programs; and<br />

succession planning.<br />

The Remuneration Committee also provides advice to the board on the<br />

remuneration of non–executive directors and the approval of awards<br />

under the Employee Share Plan, Staff Ownership Plan, Equity Share<br />

Plan and Performance Rights Plan.<br />

The Remuneration Committee charter requires that four non–executive<br />

directors should be members, including the chairman, and at least three<br />

of whom must be independent.<br />

The members of the Remuneration Committee are Mr Brendan Stewart<br />

(Chairman), Mr Peter Polson, Mr John Simpson and Mr John Thame.<br />

(Refer to pages 46 and 47 for details of the qualifications and experience<br />

of committee members.)<br />

The Remuneration Committee met five times during the financial year.<br />

Refer to page 58 for details of the attendance by committee members at<br />

those meetings.<br />

A summary of the Remuneration Committee Charter is available on the<br />

Corporate Governance section of <strong>AWB</strong>’s website.<br />

Advisers<br />

The Managing Director, the General Manager Corporate and the Head<br />

of Human Resources attend committee meetings by invitation and have<br />

assisted the Remuneration Committee in its deliberations during the<br />

year, except where matters associated with their own remuneration were<br />

considered.<br />

In November 2002 the board appointed Mercer Human Resource<br />

Consulting as an independent external advisor on matters pertaining to<br />

the Managing Director’s remuneration. Advice was also sought during<br />

the year from Godfrey Remuneration Consulting on both short and<br />

long-term incentive plan design and measures as well as executive<br />

remuneration advice.<br />

Any information received by Human Resources, which is relevant to<br />

matters being considered by the Remuneration Committee, is made<br />

available to the committee’s members.<br />

Remuneration policy<br />

The Remuneration Committee recognises the complex nature of the<br />

<strong>AWB</strong> Group’s business operations and that its performance depends on<br />

the quality of its people. To be successful, the group must be able to<br />

attract, motivate and retain highly skilled executives in a competitive<br />

market.<br />

The key principles of the group’s remuneration policy are designed to:<br />

support <strong>AWB</strong>’s organisational and people objectives – that is, to<br />

attract, motivate and retain employees;<br />

provide market competitive fixed pay, and variable performance based<br />

pay outcomes;<br />

provide appropriate annual incentives for performance that reward<br />

executives using financial and non-financial measures of performance;<br />

provide a strong emphasis on long-term incentives so that the total<br />

package can deliver superior reward for exceptional performance and<br />

link rewards to executives to the creation of value for shareholders;<br />

ensure remuneration arrangements between executives are equitable<br />

and fair, supporting the appropriate deployment of resources and in<br />

particular talent across the business; and<br />

limit severance payments on termination to pre-established<br />

contractual arrangements which do not commit the group to making<br />

unjustified payments in the event of non-performance.<br />

Remuneration for executives is divided into two components. The first<br />

is the fixed component, referred to as “total cost”, which is made up of<br />

base salary and benefits, including superannuation benefits. The second<br />

component is the “at risk” component which includes the short-term<br />

incentives that take the form of cash, and long-term incentives provided<br />

via an equity plan. The amount of at risk remuneration, if any, that is<br />

earned by an executive is wholly dependent upon the performance of the<br />

individual, the team and the businesses against pre–determined Key<br />

Performance Indicators (KPIs) and performance hurdles approved by the<br />

board.<br />

The cost and value of all of the components are considered as a whole.<br />

<strong>AWB</strong>’s remuneration policy is to pay at the median level of<br />

remuneration for target performance and to provide the opportunity for<br />

upper decile rewards for distinctive (upper decile) performance.<br />

Details of each element of remuneration are set out below:<br />

Fixed remuneration<br />

Total cost is quantified by reference to the scope and nature of the<br />

individual’s role and their performance coupled with experience. Market<br />

data is used to benchmark salary levels on a national basis, adjusted for<br />

regional variance (within Australia) and against cost of living data for<br />

local conditions in the instance of expatriates.<br />

The executive may elect to have a combination of benefits, including<br />

superannuation and the provision of a motor vehicle, provided out of<br />

the fixed annual remuneration. The value of any of the non–cash<br />

benefits provided to the executive includes the costs of any fringe<br />

benefits tax payable by the company as a result of providing the benefit.<br />

Benefits are not provided in addition to total cost, unless required as a<br />

tool of trade (e.g. a motor vehicle). All benefits received by the specified<br />

executives and non–executive directors are included in the following<br />

table.<br />

Superannuation benefits<br />

A range of superannuation, retirement and death in service benefits<br />

operate with <strong>AWB</strong>. These reflect the different statutory entitlements in<br />

the jurisdictions in which the <strong>AWB</strong> Group operates and local market<br />

practice.<br />

53


DIRECTORS' REPORT (continued)<br />

REMUNERATION REPORT (continued)<br />

Remuneration policy (continued)<br />

At risk remuneration<br />

At risk remuneration is delivered as short and long-term incentives<br />

under <strong>AWB</strong>’s remuneration policies.<br />

The short-term incentive (STI) is cash based and applies to eligible<br />

employees across the business, including the group’s executive<br />

management team. The STI is calculated for each eligible employee by<br />

assessing performance in relation to KPIs. KPIs are based on group,<br />

individual business/revenue stream and personal measures with three<br />

levels of performance against each KPI: threshold (the minimum<br />

necessary to qualify for any reward); target (where the performance<br />

requirements have been met); and stretch (where performance<br />

requirements are exceeded). Eligible employees are those who have been<br />

employed by the <strong>AWB</strong> Group for a minimum of six months during the<br />

year ended 30 September <strong>2004</strong>.<br />

The maximum STI payment is between 10% and 100% of an<br />

employee's total cost. Senior employees and those with revenue<br />

generating accountability generally have the highest STI potential. The<br />

<strong>AWB</strong> Group measure under the STI is based on profit before tax and<br />

amortisation. Performance against this measure has a weighting in the<br />

range of 30% to 50% of the overall STI for an <strong>AWB</strong> Group employee.<br />

The Managing Director is also assessed against specific health, safety and<br />

environmental targets as group measures.<br />

Long term incentive (LTI) is provided for the Managing Director via a<br />

cash based plan, the executive management team and selected senior<br />

executives via the Performance Rights Plan, and for all other employees<br />

via the Employee Share Plan and the Staff Ownership Plan. The plans<br />

involve a long-term incentive generally in the form of shares and are<br />

designed to foster long-term alignment of performance with shareholder<br />

expectations and to provide reasonable reward for that performance.<br />

Descriptions of the operation and conditions of these plans are included<br />

below. <strong>AWB</strong>’s equity based remuneration plans have been approved by<br />

shareholders and offers and payments made under the plans comply<br />

with thresholds set in the plans.<br />

Staff Ownership Plan<br />

Under the Staff Ownership Plan, eligible employees are given the<br />

opportunity to purchase B class shares in <strong>AWB</strong> with an interest free<br />

loan. The number of shares that can be purchased through the plan<br />

depends on pay level and the share price of B class shares at the time of<br />

allocation. Employees can borrow up to a maximum of 10% of their<br />

total employment cost to acquire B class shares. The maximum amount<br />

in aggregate that can be outstanding at any time on loans under all<br />

<strong>AWB</strong> employee share plans cannot exceed 50% of the employee's total<br />

employment cost. The loans are interest free for a period of 10 years.<br />

Any dividends paid on shares are used in full to pay off the loan.<br />

Employee Share Plan<br />

Under the Employee Share Plan, eligible employees are given the<br />

opportunity to be issued with B class shares in <strong>AWB</strong> <strong>Limited</strong>. The<br />

shares are issued for nil consideration. Each eligible employee who<br />

participates receives shares to the value of $1,000 (based on the share<br />

price of B class shares at issue date).<br />

Performance review and succession planning<br />

The Managing Director has established an annual process for the formal<br />

review of individual performance and succession plans. Each specified<br />

executive meets with the Managing Director to discuss performance<br />

against the previous year’s key performance indicators, establish key<br />

performance indicators for the following year and consider any<br />

development action. Succession plans for key executive positions are also<br />

discussed at the formal review.<br />

Remuneration structure<br />

It is <strong>AWB</strong>’s policy that service contracts for senior executives be<br />

unlimited in term but capable of termination on not more than 12<br />

months notice and that <strong>AWB</strong> retains the right to terminate the contract<br />

immediately, by making a payment equal to not more than 12 months<br />

pay in lieu of notice.<br />

The Managing Director and Chief Financial Officer have fixed term<br />

contracts which will expire on 30 September 2008 unless terminated<br />

earlier or extensions of the contracts are negotiated. <strong>AWB</strong> retains the<br />

right to terminate these contracts earlier with the provision of 12<br />

months notice or payment in lieu of notice.<br />

The Remuneration Committee has determined that it will limit notice<br />

periods to 12 months in all future contracts for executives, unless<br />

exceptional circumstances exist.<br />

The service contracts typically outline the components of remuneration<br />

paid to executives but do not prescribe how remuneration levels are to<br />

be modified from year to year. Remuneration levels are reviewed<br />

annually, to take account market relativities, individual performance and<br />

the businesses’ capacity to pay, thereby ensuring alignment with the<br />

principles of the remuneration policy are maintained.<br />

Remuneration of non–executive directors<br />

The <strong>AWB</strong> <strong>Limited</strong> constitution requires that the remuneration of<br />

directors for their services as directors be by fixed sum and not a<br />

commission on or a percentage of profits or operating revenue. At the<br />

<strong>2004</strong> <strong>Annual</strong> General Meeting, shareholders determined that the<br />

maximum aggregate remuneration for all non–executive directors of<br />

<strong>AWB</strong> <strong>Limited</strong> is $1,200,000 per annum.<br />

All non–executive directors are paid a fixed fee in cash. The fixed fee<br />

amounts are determined by the board, with the assistance of the<br />

Remuneration Committee and external advisers.<br />

The following principles are applied in determining the amount of<br />

remuneration for non–executive directors:<br />

the amount of time required for directors to consider <strong>AWB</strong> and board<br />

matters including preparation time;<br />

acknowledgement of the personal risk borne as a company director;<br />

a comparison with professional market rates of remuneration and<br />

those offered by comparative companies and external independent<br />

advice as to appropriate levels to remain competitive with the market,<br />

having regard to companies of similar size and complexity; and<br />

the desire to attract directors of a high calibre, with appropriate levels<br />

of expertise and experience.<br />

The non–executive directors do not receive equity based remuneration<br />

or performance based remuneration. Other than statutory<br />

superannuation, there are no schemes for retirement benefits for<br />

non–executive directors.<br />

The non–executive directors are currently paid a fixed fee of $90,000<br />

per annum (from 11 March <strong>2004</strong>). The chairman receives 2.5 times this<br />

amount. An additional amount of $25,000 per annum is paid to the<br />

chair of the Audit Committee and an additional amount of $20,000 per<br />

annum is paid to the Chair of the Group Corporate Risk Committee.<br />

(These amounts include statutory superannuation.)<br />

54


Remuneration of directors of <strong>AWB</strong> (International) <strong>Limited</strong><br />

<strong>AWB</strong> (International) <strong>Limited</strong>’s constitution provides that the directors<br />

are entitled to be paid out of the funds of the company as remuneration<br />

for their services as directors such sum as the company determines. The<br />

constitution requires that the remuneration of directors for their services<br />

as directors be by fixed sum and not a commission on or a percentage of<br />

profits or operating revenue. As the sole member of <strong>AWB</strong> (International)<br />

<strong>Limited</strong>, the company has approved the directors each being paid<br />

$40,000 per annum. However, a person who is a director of both <strong>AWB</strong><br />

<strong>Limited</strong> and <strong>AWB</strong> (International) <strong>Limited</strong> does not receive any<br />

additional remuneration in relation to their services as a director of<br />

<strong>AWB</strong> (International) <strong>Limited</strong> – i.e. they only receive a fee for services as<br />

a director of <strong>AWB</strong> <strong>Limited</strong>. An additional amount of $15,000 per<br />

annum is paid to the Chair of the Compliance Committee. (These<br />

amounts include statutory superannuation.)<br />

DIRECTORS' AND OTHER OFFICERS'<br />

EMOLUMENTS<br />

Details of the nature and amount of each element of the emolument of<br />

each director and each of the executive officers of <strong>AWB</strong> <strong>Limited</strong> and the<br />

consolidated entity receiving the highest emolument for the financial<br />

year are as follows:<br />

Emoluments of directors of <strong>AWB</strong> <strong>Limited</strong><br />

Base fee<br />

$<br />

Superannuation Long-term incentive 3 Other <br />

$ $ $<br />

Non–executive<br />

Brendan Stewart 186,507 16,786 – –<br />

Robert Barry 96,639 7,693 – –<br />

Steve Chamarette 1 40,065 10,016 – –<br />

Brendan Fitzgerald 50,145 29,120 – –<br />

Laurie Marshall 2 30,000 2,700 – –<br />

Xavier Martin 72,720 6,545 – –<br />

Warrick McClelland 31,706 47,559 – –<br />

Christopher Moffet 72,720 6,545 – –<br />

Peter Polson 91,854 8,267 – –<br />

Kerry Sanderson 72,720 6,545 – –<br />

John Simpson 72,720 6,545 – –<br />

John Thame 72,720 6,545 – –<br />

Executive<br />

Andrew Lindberg 783,293 105,159 402,167 304,566 4<br />

Total 1,673,809 260,025 402,167 304,566<br />

1 Appointed 11 March <strong>2004</strong>.<br />

2 Resigned 11 March <strong>2004</strong>.<br />

3 A long-term incentive plan for the Managing Director was established in the 2002 financial year, whereby the Managing Director was given the<br />

opportunity to receive cash incentives by participating in the plan. Under the plan, notional performance rights are issued to the Managing<br />

Director. The terms and conditions of the plan are consistent with the Performance Rights Plan except that the benefit is delivered in cash. The<br />

fair value of the notional performance rights is calculated at each reporting date using a Black–Scholes model and allocated to each reporting period<br />

evenly over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the notional performance<br />

rights that have been granted.<br />

On 30 May 2002, a total of 107,692 notional performance rights were issued. The performance period for these rights commenced on 1 October<br />

<strong>2004</strong> and ends on 1 October 2006.<br />

On 1 October 2002, a further 125,641 notional performance rights were issued. The performance period for these rights commences on 1<br />

October 2005 and ends on 1 October 2007.<br />

On 1 October 2003, a further 142,450 notional performance rights were issued. The performance period for these rights commences on 1<br />

October 2006 and ends on 1 October 2008.<br />

4 “Other” emoluments include an amount paid on renewal of Mr Lindberg's contract and an amount paid as part of sign–on fee from his previous<br />

contract. It also includes motor vehicles allowances subject to fringe benefits tax.<br />

55


DIRECTORS' REPORT (continued)<br />

DIRECTORS' AND OTHER OFFICERS' EMOLUMENTS (continued)<br />

Emoluments of executives of <strong>AWB</strong> <strong>Limited</strong><br />

Short-term Amortised value Retention, termination<br />

Base fee Superannuation incentive of performance and retirement<br />

(2002/03 year) (a) rights issued (b) Other (c) benefits (d)<br />

$ $ $ $ $ $<br />

Richard Fuller 259,895 11,148 – 11,446 23,153 –<br />

Peter Geary 418,828 35,138 – 20,603 30,273 –<br />

Jill Gillingham 413,751 67,000 – 20,603 4,566 –<br />

Paul Ingleby 616,520 11,148 – 34,325 26,984 –<br />

Marcus Kennedy 412,520 11,148 – 11,910 68,816 –<br />

John Maher 334,551 20,436 – – 18,913 125,000<br />

Sarah Scales 435,415 11,437 – 17,503 7,168 –<br />

Charles Stott 414,836 11,148 – 16,489 4,566 –<br />

Michael Thomas 338,219 35,000 – 4,254 – –<br />

Mark Allison 84,023 12,582 – – 26,946 875,326<br />

Total 3,728,558 226,185 – 137,133 211,385 1,000,326<br />

Notes: <br />

The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.<br />

(a) The short-term incentive (STI) component of remuneration in <strong>2004</strong> relates to performance incentives that would have been paid in the current<br />

financial year. Cash and long-term incentive payments are granted annually, after the end of the year. The grant date is tied to the performance<br />

appraisal, which, for the prior year, was completed after 30 September 2003. The specific service and performance criteria are set out earlier in this<br />

report. During this reporting period, no incentives were paid to executives. The STI program was suspended in relation to the 2003 financial year<br />

in recognition of the very tough operating conditions encountered during that period. An accrual has been made in the financial statements, based<br />

on an estimate of the incentives to be paid in respect of the year ended 30 September <strong>2004</strong>. The actual incentives to be paid have not been<br />

determined at the date of this report, but are estimated to be in the order of $1.8 million. These incentives will be disclosed as remuneration in the<br />

2005 financial report.<br />

(b) The fair value of the performance rights is calculated at the date of grant using a Black–Scholes model and allocated to each reporting period<br />

evenly over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the performance rights that<br />

have been granted.<br />

The following factors and assumptions were used in determining the fair value of performance rights on grant date:<br />

Fair value per Exercise Price of shares Estimated Risk free Dividend<br />

Grant date Expiry date performance right price (i) on grant date volatility interest rate yield<br />

1 October 2001 1 October 2005 $2.61 $1.00 $3.39 14% 5.5% 6.5%<br />

1 October 2002 1 October 2006 $2.59 $1.00 $3.47 14% 5.3% 7.2%<br />

1 October 2003 1 October 2007 $3.01 $1.00 $3.90 13% 5.3% 6.4%<br />

(i) The total consideration payable on the exercise of any performance rights on a particular day will be one dollar in total (irrespective of the number<br />

of rights exercised on that day).<br />

Estimated volatility approximates historic volatility. The estimated life of all performance rights granted is four years. The value of performance<br />

rights at grant date are therefore amortised over four years. Based on the formula inputs, the percentages used to determine the number of rights<br />

from 2001, 2002 and 2003 to vest were 64%, 54% and 0% respectively. Each performance right entitles the holder to purchase one ordinary B class<br />

share in the company.<br />

Performance rights do not vest until three years after grant date and thereafter exercise is conditional on the consolidated entity achieving certain<br />

performance hurdles. The performance rights are issued at no cost and become exercisable depending on the performance of the company (based on<br />

total shareholder return) relative to the performance of the S&P/ASX200.<br />

The expiry date disclosed is one year after vesting date, given that while the performance rights expire 10 years after the grant date, the expected<br />

expiry of the performance rights is at this time.<br />

Directors are not entitled to participate in performance rights plans.<br />

Further details of performance rights granted are set out under “Performance rights granted to senior executives” below.<br />

(c) “Other” emoluments in the case of executives, includes motor vehicles, housing benefits and other allowances subject to fringe benefits tax.<br />

(d) A termination payment was made to the former Managing Director of Landmark, Mark Allison (resigned 27 November 2003). A retention<br />

payment was made to Mr Maher following the acquisition of Landmark.<br />

56


DIRECTORS' AND OTHER OFFICERS' EMOLUMENTS (continued)<br />

Performance rights granted to senior executives<br />

During or since the end of the financial year, <strong>AWB</strong> <strong>Limited</strong> granted performance rights for no consideration over unissued ordinary B class shares in<br />

<strong>AWB</strong> <strong>Limited</strong> to the following executive officers of the company as part of their remuneration:<br />

Executive officer Number of rights granted Exercise price (i) Expiry Date<br />

Richard Fuller<br />

Peter Geary<br />

Jill Gillingham<br />

Paul Ingleby<br />

Marcus Kennedy<br />

John Maher<br />

Sarah Scales<br />

Charles Stott<br />

Michael Thomas<br />

21,319<br />

34,886<br />

34,886<br />

63,053<br />

43,930<br />

25,195<br />

32,948<br />

31,010<br />

27,133<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

$1.00<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

1 October 2007<br />

(i) The total consideration payable on the exercise of any performance rights on a particular day will be one dollar in total (irrespective of the number<br />

of rights exercised on that day).<br />

Unissued shares under option<br />

At the date of this report, unissued ordinary shares of the company under option are:<br />

Expiry Date Number of rights granted Exercise price (i)<br />

1 October 2005 169,659 $1.00<br />

1 October 2006 359,864 $1.00<br />

1 October 2007 434,965 $1.00<br />

The performance rights are issued at no cost and become exercisable depending on the performance of the company (based on total shareholder<br />

return) relative to the performance of the S&P/ASX200.<br />

These options do not entitle the holder to participate in any share issue of the company or any other body corporate.<br />

Unissued shares under option by executive<br />

The unissued ordinary shares of the company under option, by executive, are:<br />

Held at<br />

Held at<br />

Right holdings 1 October 2003 30 September <strong>2004</strong><br />

Executive officer<br />

Richard Fuller<br />

Peter Geary<br />

Jill Gillingham<br />

Paul Ingleby<br />

Marcus Kennedy<br />

John Maher<br />

Sarah Scales<br />

Charles Stott<br />

Michael Thomas<br />

33,747<br />

60,486<br />

60,486<br />

101,124<br />

38,043<br />

–<br />

51,649<br />

48,717<br />

13,587<br />

55,066<br />

95,372<br />

95,372<br />

164,177<br />

81,973<br />

25,195<br />

84,597<br />

79,727<br />

40,720<br />

Shares issued on exercise of performance rights<br />

No performance rights have been exercised during or since the end of the financial year.<br />

57


DIRECTORS' REPORT (continued)<br />

DIRECTORS' MEETINGS<br />

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by<br />

each director were as follows:<br />

Board meetings Audit Committee meetings Group Corporate Remuneration<br />

Risk Committee meetings Committee meetings<br />

Eligible to Eligible to Eligible to Eligible to<br />

Director attend Attended attend Attended attend Attended attend Attended<br />

Brendan Stewart 14 14 8 8 6 6 5 5<br />

Robert Barry 14 12 8 8<br />

Andrew Lindberg 14 13 6 5<br />

Steve Chamarette 1 7 7 3 3<br />

Brendan Fitzgerald 14 14 4 4 3 3<br />

Laurie Marshall 2 7 7 4 4<br />

Xavier Martin 14 14 8 8<br />

Warrick McClelland 14 14 8 8<br />

Christopher Moffet 14 13 6 6<br />

Peter Polson 14 12 6 6 5 5<br />

Kerry Sanderson 14 13 6 5<br />

John Simpson 14 14 5 5<br />

John Thame 14 14 8 7 5 4<br />

Nomination Investment Services Agreement<br />

Committee meetings Committee meetings Committee meetings<br />

Eligible to Eligible to Eligible to<br />

Director attend Attended attend Attended attend Attended<br />

Brendan Stewart 6 6 4 4<br />

Robert Barry 6 5 4 3<br />

Andrew Lindberg 4 4<br />

Steve Chamarette 1 1 1<br />

Brendan Fitzgerald 1 1<br />

Laurie Marshall 2 1 1<br />

Xavier Martin 3 3<br />

Warrick McClelland 3 3 2 2<br />

Christopher Moffet 1 1<br />

Peter Polson 4 4<br />

Kerry Sanderson 2 2 1 0<br />

John Simpson 3 3 1 1<br />

John Thame 4 3 1 1<br />

In all cases where a director did not attend a meeting, leave of absence was granted to the director.<br />

In some cases, directors attended meetings by proxy in accordance with the constitution.<br />

1 Elected at the <strong>2004</strong> <strong>Annual</strong> General Meeting.<br />

2 Not re–elected at the <strong>2004</strong> <strong>Annual</strong> General Meeting.<br />

58


DIRECTORS' INTERESTS<br />

The relevant interest of each director in the shares issued by <strong>AWB</strong> <strong>Limited</strong>, as notified by the directors to the ASX in accordance with s205G(1) of<br />

the Corporations Act 2001, at the date of this report is as follows:<br />

A class shares <br />

held in <strong>AWB</strong> <strong>Limited</strong><br />

(number)<br />

Brendan Stewart 1<br />

Robert Barry 1<br />

Andrew Lindberg –<br />

Brendan Fitzgerald 1<br />

Xavier Martin 1<br />

Warrick McClelland 1<br />

Christopher Moffet 1<br />

Peter Polson –<br />

Kerry Sanderson –<br />

John Simpson 1<br />

John Thame –<br />

Steve Chamarette 1<br />

B class shares<br />

held in <strong>AWB</strong> <strong>Limited</strong><br />

(number)<br />

16,776<br />

40,579<br />

72,925<br />

12,000<br />

72,046<br />

68,035<br />

100,577<br />

5,000<br />

5,000<br />

119,672<br />

5,000<br />

500<br />

ROUNDING<br />

The amounts contained in this report and in the financial statements have been rounded off under the option available to the company under<br />

Australian Securities and Investments Commission Class Order 98/100. Amounts in this report have been rounded off in accordance with that Class<br />

Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.<br />

Signed in accordance with a resolution of the directors:<br />

Brendan Stewart<br />

Chairman<br />

Sydney<br />

24 November <strong>2004</strong><br />

Andrew Lindberg<br />

Managing Director<br />

59


STATEMENT OF FINANCIAL PERFORMANCE<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Revenue from ordinary activities 2 5,344,645 2,211,890 210,017 212,399<br />

Cost of sales (4,612,139) (1,889,225) (5,085) (6,029)<br />

Borrowing costs 3 (113,891) (70,505) (2,762) (1,250)<br />

Other expenses from ordinary activities (480,632) (195,350) (156,131) (139,589)<br />

Share of net profits of associates accounted for using the<br />

equity method 9(b) 9,070 2,097 – –<br />

Profit from ordinary activities before income tax expense 147,053 58,907 46,039 65,531<br />

Income tax expense relating to ordinary activities 4(a) (49,402) (14,757) (5,084) (4,234)<br />

Net profit from ordinary activities after income tax expense 23 97,651 44,150 40,955 61,297<br />

Net profit attributable to outside equity interests 20 (789) (259) – –<br />

Net profit attributable to members of <strong>AWB</strong> <strong>Limited</strong> 19(b) 96,862 43,891 40,955 61,297<br />

Net exchange differences relating to self sustaining<br />

foreign operations 19(a) (3,241) (12,975) – –<br />

Total changes in equity other than those resulting from<br />

transactions with owners as owners attributable to members<br />

of <strong>AWB</strong> <strong>Limited</strong> 21 93,621 30,916 40,955 61,297<br />

Basic earnings per share (cents) 34 28.8 15.9<br />

Diluted earnings per share (cents) 34 28.8 15.9<br />

60


STATEMENT OF FINANCIAL POSITION<br />

AS AT 30 SEPTEMBER <strong>2004</strong><br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Current assets<br />

Cash assets 5 48,225 54,785 87,890 2,328<br />

Receivables 6 1,714,611 1,006,482 787,096 842,188<br />

Inventories 7 180,961 185,377 – –<br />

Other financial assets 11 728,889 137,893 – –<br />

Current tax assets 4(b) – 13,444 – –<br />

Other assets 8 9,189 12,200 53 185<br />

Total current assets 2,681,875 1,410,181 875,039 844,701<br />

Non–current assets<br />

Receivables 6 11,185 6,167 174,877 54,711<br />

Investments accounted for using the equity method 9(a) 21,361 12,910 – –<br />

Other financial assets 11 144,571 138,066 36,177 38,763<br />

Intangible assets 12 515,029 533,574 170 172<br />

Property, plant and equipment 13 319,561 350,443 – 54,917<br />

Deferred tax assets 4(b) 41,617 43,044 41,617 6,585<br />

Total non–current assets 1,053,324 1,084,204 252,841 155,148<br />

Total assets 3,735,199 2,494,385 1,127,880 999,849<br />

Current liabilities<br />

Payables 14 533,927 356,615 90,824 46,880<br />

Interest bearing liabilities 15 1,580,975 668,007 – 9,752<br />

Current tax liabilities 4(b) 37,198 – 37,198 3,122<br />

Provisions 16 49,030 50,649 4,611 14,650<br />

Other liabilities 17 145,444 79,942 – 1,001<br />

Total current liabilities 2,346,574 1,155,213 132,633 75,405<br />

Non–current liabilities<br />

Interest bearing liabilities 15 321,131 394,877 – –<br />

Provisions 16 4,744 1,721 36 1,721<br />

Deferred tax liabilities 4(b) 16,505 10,554 16,505 6,125<br />

Total non–current liabilities 342,380 407,152 16,541 7,846<br />

Total liabilities 2,688,954 1,562,365 149,174 83,251<br />

Net assets 1,046,245 932,020 978,706 916,598<br />

Equity<br />

Contributed equity 18(a) 953,403 848,958 953,403 848,958<br />

Reserves 19(a) (1,524) 1,717 15,000 15,000<br />

Retained profits 19(b) 91,907 78,337 10,303 52,640<br />

Total parent entity interest 1,043,786 929,012 978,706 916,598<br />

Outside equity interests 20 2,459 3,008 – –<br />

Total equity 21 1,046,245 932,020 978,706 916,598<br />

61


STATEMENT OF CASH FLOWS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Cash flows from operating activities<br />

Receipts from customers 5,391,527 2,494,079 1,832 141,886<br />

Payments to suppliers and employees (5,549,673) (1,975,985) (72,217) (149,147)<br />

Repayments of grower loans 1,169,190 1,650,882 – –<br />

Loans advanced to growers (1,331,171) (587,437) – –<br />

Interest received 81,022 82,997 85,661 33,336<br />

Borrowing costs paid (113,891) (70,505) (2,762) (1,250)<br />

Dividends received 9,308 4,604 57,541 42,162<br />

Income tax refunds received 32,987 7,620 – 7,620<br />

Income taxes paid (24,331) (61,961) (1,748) –<br />

Net cash flows from/(used in) operating activities 23(a) (335,032) 1,544,294 68,307 74,607<br />

Cash flows from investing activities<br />

Payments for property, plant and equipment (35,555) (93,167) (54) (17,612)<br />

Proceeds from sale of property, plant and equipment 15,828 572 59,949 22<br />

Payment for controlled entities (net of cash acquired) 33(b) (22,093) (542,765) – –<br />

Purchases of investments and associates (10,205) (122,642) (220) (2,402)<br />

Proceeds from/(placement of ) short-term deposits and securities (net) (479,824) (25,287) – –<br />

Net cash flows from/(used in) investing activities (531,849) (783,289) 59,675 (19,992)<br />

Cash flows from financing activities<br />

Proceeds from issues of ordinary shares 76,026 153,967 76,025 152,484<br />

Payment of share issue and listing costs (321) (5,321) (321) (5,321)<br />

Proceeds from/(repayment of ) borrowings from related party<br />

(<strong>AWB</strong> National Pools) 793,096 (234,944) (9,752) 3,791<br />

Proceeds from/(repayment of ) borrowings from wholly owned group – – (53,820) (158,793)<br />

Proceeds from/(repayment of ) interest bearing deposits 19,068 3,711 – –<br />

Proceeds from/(repayment of ) borrowings 27,058 (625,015) – –<br />

Dividends paid (54,606) (68,539) (54,552) (68,444)<br />

Net cash flows from/(used in) financing activities 860,321 (776,141) (42,420) (76,283)<br />

Net increase/(decrease) in cash held (6,560) (15,136) 85,562 (21,668)<br />

Cash at the beginning of the financial year 54,785 69,921 2,328 23,996<br />

Cash at the end of the financial year 23(b) 48,225 54,785 87,890 2,328<br />

62


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

INDEX<br />

Page<br />

1 Summary of significant accounting policies 63<br />

2 Revenue from ordinary activities 67<br />

3 Profit from ordinary activities before income tax expense 68<br />

4 Taxation 69<br />

5 Cash assets 70<br />

6 Receivables 70<br />

7 Inventories 70<br />

8 Other assets 70<br />

9 Investments accounted for using the equity method 71<br />

10 Interests in joint venture operations 72<br />

11 Other financial assets 72<br />

12 Intangible assets 72<br />

13 Property, plant and equipment 73<br />

14 Payables 74<br />

15 Interest bearing liabilities 74<br />

16 Provisions 75<br />

17 Other liabilities 76<br />

18 Contributed equity 76<br />

19 Reserves and retained profits 77<br />

20 Outside equity interests 77<br />

21 Total equity reconciliation 77<br />

22 Dividends 78<br />

23 Notes to statement of cash flows 78<br />

24 Directors and executive disclosures 79<br />

25 Auditor’s remuneration 84<br />

26 Related party disclosures 85<br />

27 Segment information 86<br />

28 Expenditure commitments 88<br />

29 Contingent liabilities 89<br />

30 Employee entitlements and superannuation commitments 89<br />

31 Financial instruments 90<br />

32 Deed of Cross Guarantee 97<br />

33 Controlled entities 98<br />

34 Earnings per share 100<br />

35 Subsequent events 101<br />

36 Disclosing the impact of adopting AASB equivalents 101<br />

to International Financial <strong>Report</strong>ing Standards (A-IFRS)<br />

1. SUMMARY OF SIGNIFICANT ACCOUNTING<br />

POLICIES<br />

(a) Basis of preparation<br />

The financial report is a general purpose financial report which has been<br />

prepared in accordance with Accounting Standards, Urgent Issues Group<br />

Consensus Views, other authoritative pronouncements of the Australian<br />

Accounting Standards Board and the Corporations Act 2001.<br />

It has been prepared on the basis of historical costs and except where<br />

stated, does not take into account fair values of non–current assets.<br />

(b) Changes in accounting policies<br />

Accounting policies have been consistently applied by each entity in the<br />

consolidated entity and are consistent with those of the previous year.<br />

Comparative information has been repositioned or reclassified where<br />

appropriate to ensure comparability with the current reporting period.<br />

(c) Principles of consolidation<br />

Controlled entities<br />

The financial statements of controlled entities are included from the<br />

date control commences until the date control ceases.<br />

Outside interests in the equity and results of the entities that are<br />

controlled by the company are shown as a separate item in the<br />

consolidated financial statements.<br />

Associates<br />

Associates are those entities, other than partnerships, over which the<br />

consolidated entity exercises significant influence and which are not<br />

intended for sale in the near future.<br />

In the consolidated financial statements, investments in associates are<br />

accounted for using equity accounting principles. Investments in<br />

associates are carried at the lower of the equity accounted amount and<br />

recoverable amount. The consolidated entity’s equity accounted share of<br />

the associates’ net profit or loss is recognised in the consolidated<br />

statement of financial performance from the date significant influence<br />

commences until the date significant influence ceases. Other movements<br />

in reserves are recognised directly in consolidated reserves.<br />

Joint venture operations<br />

Joint venture operations are jointly controlled by the consolidated entity.<br />

The consolidated entity’s interests in unincorporated joint ventures are<br />

brought to account by including its proportionate share of the joint<br />

ventures’ assets, liabilities and expenses and the consolidated entity’s<br />

revenue from the sale of its share of output on a line by line basis, from<br />

the date joint control commences to the date joint control ceases.<br />

Transactions eliminated on consolidation<br />

Unrealised gains and losses and inter–entity balances resulting from<br />

transactions with or between controlled entities are eliminated in full on<br />

consolidation.<br />

Unrealised gains resulting from transactions with associates and joint<br />

ventures, including those relating to contributions of non–monetary<br />

assets on establishment, are eliminated to the extent of the consolidated<br />

entity’s interest. Unrealised gains relating to associates and joint ventures<br />

are eliminated against the carrying amount of the investment. Unrealised<br />

losses are eliminated in the same way as unrealised gains, unless they<br />

evidence a recoverable amount impairment.<br />

<strong>AWB</strong> National Pools<br />

As in previous years, the activities of the <strong>AWB</strong> National Pools have not<br />

been recognised in the financial statements of the consolidated entity.<br />

The economic benefit from the activities of the <strong>AWB</strong> National Pools are<br />

derived by pool participants rather than the consolidated entity.<br />

(d) Revenue recognition<br />

Revenues are recognised at fair value of the consideration received net of<br />

the amount of goods and services tax payable to the Australian Taxation<br />

Office.<br />

Sales<br />

Revenue from sales made on commercial terms is recognised when title<br />

for the commodity transfers to the customer. In the case of export sales,<br />

the bill of lading (shipment) date is taken as the transaction date unless<br />

title is to pass at a materially different time.<br />

Management fee revenue<br />

Management fee revenue is recognised according to when the costs of<br />

providing the services are incurred.<br />

Interest revenue<br />

Interest revenue is recognised as it accrues taking into account the<br />

effective yield of the financial asset.<br />

63


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

1. SUMMARY OF SIGNIFICANT ACCOUNTING<br />

POLICIES (continued)<br />

(d) Revenue recognition (continued)<br />

Underwriting fee<br />

The underwriting fee charged on loan products is a fee for the service of<br />

providing a non–recourse loan. Underwriting fee revenue is recognised<br />

on a basis consistent with the pattern of the incidence of risk covered by<br />

the service provided.<br />

Sale of non–current assets<br />

The gross proceeds of non–current asset sales are included as revenue at<br />

the date control of the asset passes to the buyer, usually when an<br />

unconditional contract of sale is signed. The gain or loss on disposal is<br />

calculated as the difference between the carrying amount of the asset at<br />

the time of disposal and the net proceeds on disposal.<br />

(e) Goods and services tax<br />

Revenues, expenses and assets are recognised net of the amount of goods<br />

and services tax (GST), except where the amount of GST incurred is not<br />

recoverable from the Australian Taxation Office (ATO). In these<br />

circumstances, the GST is recognised as part of the cost of acquisition of<br />

the asset or as part of the expense.<br />

Receivables and payables are stated with the amount of GST included.<br />

The net amount of GST recoverable from, or payable to, the ATO is<br />

included as a current asset or liability in the statement of financial<br />

position.<br />

Cash flows are included in the statement of cash flows on a gross basis.<br />

The GST components of cash flows arising from investing and financing<br />

activities which are recoverable from, or payable to, the ATO are<br />

classified as operating cash flows.<br />

(f) Income tax<br />

Income tax expense is calculated at current rates on the accounting<br />

profit adjusted for permanent differences. Future income tax benefits<br />

and liabilities arise because some items are included in accounting profit<br />

in a period different from that in which the items are assessed for<br />

income tax and are included in the statement of financial position as a<br />

non–current asset and non–current liability respectively.<br />

As provided for in Australian Accounting Standard AASB 1020: Income<br />

Taxes, these deferred tax balances have been offset where applicable.<br />

Future income tax benefits are not brought to account unless realisation<br />

of the asset is assured beyond reasonable doubt.<br />

Tax consolidation<br />

The company is the head entity in the tax–consolidated group<br />

comprising all the Australian wholly–owned subsidiaries set out in Note<br />

33. The implementation date for the tax–consolidated group is 1<br />

October 2003. The head entity recognises all of the current and deferred<br />

tax assets and liabilities of the tax–consolidated group (after elimination<br />

of intragroup transactions).<br />

The tax–consolidated group has entered into a tax funding agreement<br />

that requires wholly owned subsidiaries to make contributions to the<br />

head entity for:<br />

– deferred tax balances recognised by the head entity on implementation<br />

date, including the impact of any relevant reset tax cost bases; and<br />

– current tax assets and liabilities and deferred tax balances arising from<br />

external transactions occurring after the implementation of tax<br />

consolidation.<br />

Under the tax funding agreement, the contributions are calculated on a<br />

“stand–alone basis” so that the contributions are equivalent to the tax<br />

balances generated by external transactions entered into by<br />

wholly–owned subsidiaries. The contributions are payable as set out in<br />

the agreement and reflect the timing of the head entity’s obligations to<br />

make payments for tax liabilities to the relevant tax authorities. The<br />

assets and liabilities arising under the tax funding agreement are<br />

recognised as intercompany assets and liabilities with a consequential<br />

adjustment to income tax expense/revenue.<br />

(g) Foreign currencies<br />

Transactions<br />

Transactions in foreign currencies are converted to Australian currency at<br />

the rate of exchange ruling at the date of the transaction. Amounts<br />

receivable and payable in foreign currencies at reporting date are<br />

translated at the rates of exchange ruling on that date.<br />

Exchange differences relating to amounts receivable and payable in<br />

foreign currencies are brought to account as exchange gains or losses in<br />

the statement of financial performance in the financial year the<br />

exchange rates change, except where hedging specific anticipated<br />

transactions. (See Note 1(h) Derivatives)<br />

Translation of controlled foreign operations<br />

The assets and liabilities of foreign operations, including controlled<br />

entities and associates, that are self sustaining are translated at the rates<br />

of exchange ruling at balance date. Equity items are translated at<br />

historical rates. The statements of financial performance are translated at<br />

either a weighted average rate for the year or transaction date. Exchange<br />

differences arising on translation are taken directly to the foreign<br />

currency translation reserve until the disposal, or partial disposal, of the<br />

operations.<br />

The assets and liabilities of foreign operations, including controlled<br />

entities and associates, that are integrated are translated using the<br />

temporal method. Monetary assets and liabilities are translated into<br />

Australian currency at rates of exchange current at balance date, while<br />

non–monetary items and revenue and expense items are translated at<br />

exchange rates current when the transactions occurred. Exchange<br />

differences arising on translation are brought to account in the statement<br />

of financial performance.<br />

(h) Derivatives<br />

The consolidated entity is exposed to changes in interest rates, foreign<br />

exchange rates and commodity and freight prices from its activities. The<br />

consolidated entity uses the following derivative financial instruments to<br />

hedge these risks: interest rate swaps, interest rate futures, interest rate<br />

swaptions, forward rate agreements, interest rate options, forward<br />

foreign exchange contracts, foreign exchange options, forward<br />

commodity price contracts, commodity futures, commodity options and<br />

forward freight agreements.<br />

Hedges<br />

Where hedge transactions are designated as a hedge of an anticipated<br />

specific purchase or sale of goods or an anticipated interest transaction,<br />

gains and losses on the hedge arising up to the date of the anticipated<br />

transaction, together with any costs or gains arising at the time of<br />

entering into the hedge, are deferred and included in the measurement<br />

64


(h) Derivatives (continued)<br />

of the anticipated transaction when the transaction occurs as designated.<br />

Any gains or losses on the hedge transaction after that date are included<br />

in the statement of financial performance.<br />

The net amounts receivable or payable under forward foreign exchange<br />

contracts, open swaps, forward rate agreements and futures contracts<br />

and the associated deferred gains or losses are recorded on the statement<br />

of financial position from the date of inception of the hedge transaction.<br />

The net receivables or payables are revalued using the foreign currency,<br />

interest or commodity rates current at reporting date.<br />

When the anticipated transaction is no longer expected to occur as<br />

designated, the deferred gains and losses relating to the hedged<br />

transaction are recognised immediately in the statement of financial<br />

performance.<br />

Where a hedge transaction is terminated early and the anticipated<br />

transaction is still expected to occur as designated, the deferred gains and<br />

losses that arose on the hedge prior to its termination continue to be<br />

deferred and are included in the measurement of the purchase or sale or<br />

interest transaction when it occurs. Where a hedge transaction is<br />

terminated early because the anticipated transaction is no longer<br />

expected to occur as designated, deferred gains and losses that arose on<br />

the hedge prior to its termination are included in the statement of<br />

financial performance for the period.<br />

Where a hedge is redesignated as a hedge of another transaction, gains<br />

and losses arising on the hedge prior to its redesignation are only<br />

deferred where the original anticipated transaction is still expected to<br />

occur as designated. When the original anticipated transaction is no<br />

longer expected to occur as designated, any gains or losses relating to the<br />

hedge instrument are included in the statement of financial performance<br />

for the period.<br />

Other derivatives<br />

All other derivative transactions are initially recorded at the relevant rate<br />

at the date of the transaction. Derivatives outstanding at balance date are<br />

valued at the rates ruling on that date and any gains or losses are<br />

brought to account in the statement of financial performance. The<br />

exception is those interest rate derivatives detailed in Note 31(f ).<br />

(i) Cash<br />

For the purpose of the statement of cash flows, cash includes cash on<br />

hand and in banks, net of outstanding bank overdrafts. Bank overdrafts<br />

are carried at the principal amount. Interest is charged as an expense as<br />

it accrues.<br />

(j) Receivables<br />

The collectability of debts is assessed at balance date and specific<br />

provision is made for any doubtful accounts.<br />

Trade debtors<br />

Terms of trade receivables generally require settlement within 30 days.<br />

Receivables from related parties have been discounted to their present<br />

value using a market determined discount rate.<br />

(k) Inventories<br />

Inventories are valued at the lower of cost or net realisable value.<br />

Associates<br />

Investments in unlisted shares of associates are carried in the company's<br />

financial statements at the lower of cost or recoverable amount.<br />

Joint venture operations<br />

Investments in joint venture operations are accounted for in the<br />

financial statements as set out in Note 1(c) Principles of consolidation.<br />

Other entities<br />

Investments in other entities are carried at the lower of cost or<br />

recoverable amount.<br />

(m) Lease assets<br />

Finance leases<br />

Finance leases are capitalised. A lease asset and a lease liability equal to<br />

the present value of the minimum lease payments are recorded at the<br />

inception of the lease.<br />

Lease liabilities are reduced by repayments of principal. The interest<br />

components of the lease payments are expensed.<br />

Operating leases<br />

Payments made under operating leases are expensed on a straight line<br />

basis over the term of the lease.<br />

(n) Constructed non–current assets<br />

The cost of non–current assets constructed by the consolidated entity<br />

includes the cost of all materials used in construction, direct labour on<br />

the project and an appropriate proportion of overheads.<br />

(o) Research and development expenditure<br />

Research and development expenditure is expensed as incurred except to<br />

the extent that its recoverability is assured beyond any reasonable doubt,<br />

in which case it is deferred.<br />

(p) Intangible assets<br />

Goodwill<br />

On acquisition of some, or all, of the assets of another entity, the<br />

identifiable net assets acquired are measured at fair value. The excess of<br />

the fair value of the cost of acquisition over the fair value of the<br />

identifiable net assets acquired is brought to account as goodwill and<br />

will be amortised so that it is recognised as an expense in the statement<br />

of financial performance on a straight line basis over a period of 20 years<br />

or the expected useful life.<br />

Licence fees<br />

Costs associated with licence fees are deferred and amortised on a<br />

straight line basis over the period of their expected benefit.<br />

(q) Recoverable amount of non–current assets<br />

Non–current assets are not carried at an amount above their recoverable<br />

amount, and where carrying values exceed their recoverable amount,<br />

assets are written down to their recoverable amounts.<br />

(l) Investments<br />

Controlled entities<br />

Investments in controlled entities are carried in the company’s financial<br />

statements at the lower of cost or recoverable amount.<br />

65


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

1. SUMMARY OF SIGNIFICANT ACCOUNTING<br />

POLICIES (continued)<br />

(r) Depreciation of property, plant and equipment<br />

Depreciation is provided on a straight line basis for all property, plant<br />

and equipment, other than freehold land, from the date at which the<br />

asset becomes available for use. Depreciation charges are calculated to<br />

allocate cost or valuation, less estimated residual value at the end of the<br />

useful lives of the assets against revenue over those estimated useful lives.<br />

The depreciation rates used for each class of depreciable assets are:<br />

– buildings 2%<br />

– plant and equipment 5% to 33%.<br />

(s) Employee benefits<br />

Provision is made for long service leave and annual leave estimated to be<br />

payable to employees on the basis of their terms of employment and<br />

statutory requirements. The provision calculations include all employee<br />

related on–costs and are based on total remuneration packages. This<br />

method of calculating provisions provides a result that is materially<br />

correct in accordance with AASB 1028: Employee Benefits.<br />

In respect of the consolidated entity's accumulation fund, any<br />

contributions made to the superannuation funds by entities within the<br />

consolidated entity are charged against profits when due.<br />

(t) Interest bearing liabilities<br />

All loans are measured at the principal amount. Interest is charged as an<br />

expense as it accrues.<br />

(u) Share capital<br />

Ordinary share capital is recognised at the fair value of the consideration<br />

received by <strong>AWB</strong> <strong>Limited</strong>. Any transaction costs arising on the issue of<br />

ordinary shares are recognised directly in equity as a reduction of the<br />

share proceeds received.<br />

(v) Earnings per share<br />

Basic earnings per share is calculated as net profit attributable to<br />

members, adjusted to exclude costs of servicing equity (other than<br />

dividends) and preference share dividends, divided by the weighted<br />

average number of ordinary shares, adjusted for any bonus element.<br />

Diluted earnings per share is calculated as the net profit attributable to<br />

members, adjusted for:<br />

costs of servicing equity (other than dividends) and preference share<br />

dividends;<br />

the after tax effect of dividends and interest associated with dilutive<br />

potential ordinary shares that have been recognised as expenses; and<br />

other non–discretionary changes in revenues and expenses during the<br />

period that would result from the dilution of potential ordinary shares<br />

divided by the weighted average number of ordinary shares and<br />

dilutive potential ordinary shares, adjusted for any bonus element.<br />

66


2. REVENUE FROM ORDINARY ACTIVITIES<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Revenue from sale of goods<br />

– other corporations 3,127,306 1,628,916 162 –<br />

– related party (<strong>AWB</strong> National Pools) 1,983,929 409,720 – 8,991<br />

5,111,235 2,038,636 162 8,991<br />

Management fee revenue<br />

– related party (<strong>AWB</strong> National Pools) 95,198 77,091 – 77,091<br />

– wholly owned group – – 2,456 50,877<br />

95,198 77,091 2,456 127,968<br />

Dividends<br />

– other corporations 7,535 4,448 167 354<br />

– other related parties – – 42 208<br />

– wholly owned group – – 57,332 41,600<br />

7,535 4,448 57,541 42,162<br />

Interest<br />

– other persons/corporations 72,677 80,571 746 1,143<br />

– related party (<strong>AWB</strong> National Pools) 8,345 2,426 – –<br />

– wholly owned group – – 84,915 32,193<br />

81,022 82,997 85,661 33,336<br />

Rental income 4,477 406 – –<br />

Proceeds on sale of non–current assets 15,828 572 59,949 22<br />

Underwriting fees 16,693 4,176 – –<br />

Other revenue 12,657 3,564 4,248 (80)<br />

Total revenue from ordinary activities 5,344,645 2,211,890 210,017 212,399<br />

Details of related party transactions are included in Note 26(b).<br />

67


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

3. PROFIT FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE<br />

Profit from ordinary activities before income tax expense includes<br />

the following specific expenses:<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Amortisation of non–current assets<br />

– goodwill 27,077 2,441 – –<br />

– licence fees 23 26 23 26<br />

27,100 2,467 23 26<br />

Depreciation of non–current assets<br />

– plant and equipment 52,956 25,502 155 13,972<br />

– buildings 3,230 1,913 52 307<br />

56,186 27,415 207 14,279<br />

Total depreciation and amortisation expenses 83,286 29,882 230 14,305<br />

Write down in value of property plant and equipment to<br />

recoverable amount – 7,182 – 7,182<br />

Write down in value of investment in associate to recoverable amount 2,806 – 2,806 –<br />

Borrowing costs expensed<br />

Interest expense<br />

– wholly owned group – – 1,992 901<br />

– related party (<strong>AWB</strong> National Pools) 19,143 10,353 770 –<br />

– other persons/corporations 89,784 57,381 – –<br />

Other borrowing costs<br />

– other persons/corporations 4,964 2,771 – 349<br />

Total borrowing costs 113,891 70,505 2,762 1,250<br />

Research and development costs 4,634 6,960 – 6,960<br />

Net (gain)/loss on disposal of property, plant and equipment (5,545) (21) (5,185) 23<br />

Operating lease rental expense 23,171 4,777 52 1,853<br />

Employee benefit expenses 222,256 72,350 3,298 54,644<br />

Net expense for movements in provision:<br />

– employee benefits 3,957 (330) (8,292) 568<br />

– restructure costs (8,292) 5,000 (3,389) 5,000<br />

– counterparty default relating to other financial assets 6,634 8,368 – –<br />

– onerous contracts 7,401 1,548 – –<br />

Net bad and doubtful debts expensed including movements in<br />

provision for doubtful debts 8,767 2,769 (1) (2,117)<br />

68


4. TAXATION<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

(a) Income tax expense<br />

The income tax expense for the year differs from the amount calculated<br />

on the profit. The differences are reconciled as follows:<br />

Prima facie income tax expense calculated at 30% on the profit<br />

from ordinary activities 44,116 17,672 13,812 19,659<br />

Tax effect of permanent differences:<br />

Share of net profits from associates (2,543) (628) – –<br />

Franking credits on dividends received (1,657) (828) – (12,484)<br />

Research and development concessions (710) (656) 1,156 (656)<br />

Amortisation of intangible assets 8,130 732 – –<br />

Depreciation of buildings 463 351 – –<br />

Foreign tax credits (2,261) (1,423) (2,261) (1,100)<br />

Under/(over) provision of previous year (671) (2,535) (933) (2,063)<br />

Tax rate differential on foreign entities 973 502 3,088 –<br />

Attibutable income of foreign entities 4,552 3,338 4,552 3,338<br />

Tax consolidation intragroup transactions – – (14,933) –<br />

Other items (net) (990) (1,768) 603 (2,460)<br />

Income tax expense attributable to profit from ordinary activities 49,402 14,757 5,084 4,234<br />

(b) Deferred tax assets and liabilities<br />

Current tax assets – 13,444 – –<br />

Future income tax benefit<br />

– Parent entity – – 5,264 6,585<br />

– Entities in the tax consolidated group (i) 41,617 43,044 36,353 –<br />

41,617 43,044 41,617 6,585<br />

Current tax payable<br />

– Parent entity – – 10,966 3,122<br />

– Entities in the tax consolidated group (i) 37,198 – 26,232 –<br />

37,198 – 37,198 3,122<br />

Provision for deferred income tax – non–current<br />

– Parent entity – – 296 6,125<br />

– Entities in the tax consolidated group (i) 16,505 10,554 16,209 –<br />

16,505 10,554 16,505 6,125<br />

(i) Entities in the tax consolidated group have entered into a tax sharing agreement. Refer Note 1(f ) for further information.<br />

This future income tax benefit will only be obtained if:<br />

– future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;<br />

– the conditions for deductibility imposed by tax legislation continue to be complied with; and<br />

– no changes in tax legislation adversely affect the consolidated entity in realising the benefit.<br />

69


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

5. CASH ASSETS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

Notes <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Cash at bank and on hand 48,225 54,785 87,890 2,328<br />

Details of significant terms and conditions are included in Note 31(a).<br />

6. RECEIVABLES<br />

Current<br />

Trade debtors<br />

– other persons/corporations 456,228 443,872 29 86<br />

– less provision for doubtful debts (33,060) (24,293) – (1)<br />

423,168 419,579 29 85<br />

– related party (<strong>AWB</strong> National Pools) 26(b) 691,184 162,100 7 –<br />

1,114,352 581,679 36 85<br />

Grower loan receivables 575,217 413,236 – –<br />

Finance advances 10,966 5,200 – –<br />

Goods and services tax receivable – 904 – 2,718<br />

Other receivables<br />

– other persons/corporations 14,076 5,463 – –<br />

– wholly owned group 26(b) – – 787,060 839,385<br />

1,714,611 1,006,482 787,096 842,188<br />

Non–current<br />

Other loans 2,478 3,672 1,131 2,216<br />

Employee share loan 8,707 2,495 8,746 2,495<br />

Subordinated loan<br />

– wholly owned group 26(b) – – 165,000 50,000<br />

11,185 6,167 174,877 54,711<br />

Details of significant terms and conditions are included in Note 31(a).<br />

7. INVENTORIES<br />

Finished goods 184,363 191,128 – –<br />

Provision for diminution in value (3,402) (5,751) – –<br />

180,961 185,377 – –<br />

8. OTHER ASSETS<br />

Prepayments 4,718 6,486 – –<br />

Other assets 4,471 5,714 53 185<br />

9,189 12,200 53 185<br />

70


9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD<br />

(a) Details of investments in associates held by the consolidated entity<br />

Consolidated<br />

Principal Balance <strong>2004</strong> 2003<br />

Name % activity date $'000 $'000<br />

Arcadian Wool Brokers <strong>Limited</strong><br />

Wooldumpers Australia Pty Ltd<br />

Sydney Wool Brokers <strong>Limited</strong><br />

ACN 093 163 430 Pty Ltd<br />

Five Star Flour Mills Company SAE (FSFM)<br />

Five Star Feed Mills & Animal Production Company SAE<br />

Kelly & Co Rural Centre Pty <strong>Limited</strong><br />

40 Wool handling 30 June 1,725 1,714<br />

50 Wool handling 30 June 5,823 889<br />

46.7 Wool handling 30 June – –<br />

25 Rural financing 30 June – –<br />

30 Flour mill 30 June 10,154 8,360<br />

(i) Feed mill 30 June 2,681 1,947<br />

50 Rural merchandise 30 June 978 –<br />

21,361 12,910<br />

Five Star Flour Mills and Five Star Feed Mills are based in Egypt.<br />

(i) <strong>AWB</strong> Group holds 23.7% directly. The other 9% is indirectly held through FSFM.<br />

(b) Share of associates' profit<br />

Profit from ordinary activities before income tax expense 12,070 2,248<br />

Income tax expense relating to ordinary activities (3,000) (151)<br />

9,070 2,097<br />

(c) Movement in carrying amount of investments<br />

Carrying amount of investments in associates at the beginning<br />

of the year 12,910 16,958<br />

– Investments in associates acquired during the year 1,669 2,134<br />

– Dividends received from associates (1,773) (156)<br />

– Share of net profits of associates for the financial year 9,070 2,097<br />

– Share of decrement in associates' revaluation reserve for the<br />

financial year (515) (8,123)<br />

Carrying amount of investments in associates at the end of the year 21,361 12,910<br />

(d) Share of assets and liabilities<br />

Current assets 21,964 16,289<br />

Non–current assets 36,137 33,655<br />

Current liabilities (21,381) (18,299)<br />

Non–current liabilities (15,359) (18,735)<br />

Net assets 21,361 12,910<br />

(e) Retained profits of the consolidated entity attributable to associates<br />

Balance at the beginning of the year 7,918 5,977<br />

Share of net profits of associates 9,070 2,097<br />

less share of associates' dividends (1,773) (156)<br />

Balance at the end of the year 15,215 7,918<br />

(f) Reserves of the consolidated entity attributable to associates<br />

Balance at the beginning of the year (8,123) (1,578)<br />

Share of associates' reserves (515) (6,545)<br />

Balance at the end of the year (8,638) (8,123)<br />

71


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

10. INTERESTS IN JOINT VENTURE OPERATIONS<br />

ACN 089 443 407 Pty <strong>Limited</strong>, a wholly owned subsidiary of <strong>AWB</strong> <strong>Limited</strong>, holds a 50% (2003: 50%) interest in a joint venture operation<br />

Australian Independent Commodity Handlers (AICH). AICH manages a storage and handling facility known as the Melbourne Port Terminal. The<br />

role of <strong>AWB</strong> in this joint venture is one of administration and part financing for the facility. ACN 089 443 407 Pty <strong>Limited</strong> does not participate in<br />

the operation of the facility.<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Net assets employed in the joint venture are included in the financial<br />

statements as follows:<br />

Property, plant and equipment 15,263 16,071<br />

The consolidated entity also holds interests in the following research and development joint venture operations, for which no assets are employed.<br />

Name Principal activity Interest<br />

LongReach Plant Breeders Management Pty Ltd To undertake research projects with the aim of breeding 50.0%<br />

and developing new proprietary varieties. The current research<br />

project aim is to breed, develop and commercialise varieties of<br />

feed wheat with improved nutrition, agronomic performance<br />

and resistance to plant diseases that are well adapted to specified<br />

growing areas in Australia.<br />

Stored Grain Research Laboratory To undertake the funding, management and commercialisation 14.3%<br />

of outputs of the Stored Grain Research Laboratory.<br />

Graingene Agreement To generate intellectual property and germplasm. 33.3%<br />

Capital expenditure commitments and contingent liabilities in respect of the joint venture operations are disclosed in Notes 28 and 29 respectively.<br />

11. OTHER FINANCIAL ASSETS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Current<br />

Short-term deposits 515,829 36,005 – –<br />

Financial assets 228,062 110,256 – –<br />

Provision for counterparty risk (15,002) (8,368) – –<br />

728,889 137,893 – –<br />

Non–current assets<br />

Shares<br />

Controlled entities 33(a) – – 22,250 21,757<br />

Other companies<br />

– listed 140,220 130,889 – –<br />

– unlisted 3,045 5,862 13,474 15,691<br />

Memberships 1,306 1,315 453 1,315<br />

144,571 138,066 36,177 38,763<br />

12. INTANGIBLE ASSETS<br />

Goodwill<br />

At cost 544,369 536,134 – –<br />

Accumulated amortisation (29,510) (2,737) – –<br />

514,859 533,397 – –<br />

Licence fees<br />

At cost 233 217 233 212<br />

Accumulated amortisation (63) (40) (63) (40)<br />

170 177 170 172<br />

515,029 533,574 170 172<br />

72


13. PROPERTY, PLANT AND EQUIPMENT<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Freehold land – at cost 16,023 18,556 – 2,924<br />

Buildings on freehold land<br />

– at cost 63,788 64,106 – 8,809<br />

– accumulated depreciation (11,993) (7,800) – (898)<br />

51,795 56,306 – 7,911<br />

Leasehold improvements<br />

– at cost 20,324 11,715 – 433<br />

– accumulated amortisation (5,420) (5,237) – (306)<br />

14,904 6,478 – 127<br />

Total land and buildings 82,722 81,340 – 10,962<br />

Plant and equipment<br />

– at cost 367,432 359,644 – 70,021<br />

– accumulated depreciation (130,593) (90,541) – (26,066)<br />

Total plant and equipment 236,839 269,103 – 43,955<br />

Total property, plant and equipment 467,567 454,021 – 82,187<br />

Total accumulated depreciation and amortisation (148,006) (103,578) – (27,270)<br />

Total property, plant and equipment at net book value 319,561 350,443 – 54,917<br />

Reconciliations<br />

Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:<br />

Freehold<br />

Leasehold Plant and<br />

land Buildings improvements equipment Total<br />

$'000 $'000 $'000 $'000 $'000<br />

Consolidated – <strong>2004</strong><br />

Carrying amount at the beginning of the year<br />

18,556 56,306 6,478 269,103 350,443<br />

Additions<br />

21 2,626 10,570 22,338 35,555<br />

Disposals<br />

(2,554) (3,907) (584) (3,238) (10,283)<br />

Depreciation/amortisation expense<br />

– (3,230) (1,556) (51,400) (56,186)<br />

Net foreign currency difference on translation of self sustaining<br />

foreign operations<br />

– – (4) 36<br />

32<br />

Carrying amount at the end of the year 16,023 51,795 14,904 236,839 319,561<br />

Consolidated – 2003<br />

Carrying amount at the beginning of the year 6,180 18,291 182 145,866 170,519<br />

Acquisitions through entity acquired 6,280 10,370 6,148 99,141 121,939<br />

Additions 6,211 29,800 430 56,726 93,167<br />

Disposals (115) (242) (11) (184) (552)<br />

Recoverable amount write down – – – (7,182) (7,182)<br />

Depreciation/amortisation expense – (1,913) (258) (25,244) (27,415)<br />

Net foreign currency difference on translation of self sustaining<br />

foreign operations – – (13) (20) (33)<br />

Carrying amount at the end of the year 18,556 56,306 6,478 269,103 350,443<br />

73


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

13. PROPERTY, PLANT AND EQUIPMENT (continued)<br />

Freehold Leasehold Plant and<br />

land Buildings improvements equipment Total<br />

$'000 $'000 $'000 $'000 $'000<br />

Parent entity – <strong>2004</strong><br />

Carrying amount at the beginning of the year 2,924 7,911 127 43,955 54,917<br />

Additions –<br />

– – 54<br />

54<br />

Disposals (2,924) (7,859) (127) (43,854) (54,764)<br />

Depreciation/amortisation expense –<br />

(52) – (155) (207)<br />

Carrying amount at the end of the year – – – – –<br />

Parent entity – 2003<br />

Carrying amount at the beginning of the year 2,924 7,977 91 47,819 58,811<br />

Additions – 241 161 17,210 17,612<br />

Disposals – – – (45) (45)<br />

Recoverable amount write down – – – (7,182) (7,182)<br />

Depreciation/amortisation expense – (307) (125) (13,847) (14,279)<br />

Carrying amount at the end of the year 2,924 7,911 127 43,955 54,917<br />

14. PAYABLES<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

Notes <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Trade creditors<br />

– other persons/corporations 292,963 183,907 147 18,959<br />

– related party (<strong>AWB</strong> National Pools) 144,490 20,549 – –<br />

– wholly owned group – – 87,107 –<br />

Other creditors 93,454 152,159 3,569 27,921<br />

Goods and services tax payable 3,020 – 1 –<br />

533,927 356,615 90,824 46,880<br />

15. INTEREST BEARING LIABILITIES<br />

Current<br />

Interest bearing deposits 303,261 282,247 – –<br />

Bank loans 168,823 69,965 – –<br />

Loans<br />

– related party (<strong>AWB</strong> National Pools) 26(b) 1,108,891 315,795 – 9,752<br />

1,580,975 668,007 – 9,752<br />

Non–current – unsecured<br />

Bank loans 320,000 391,800 – –<br />

Interest bearing deposits 1,131 3,077 – –<br />

321,131 394,877 – –<br />

Details of significant terms and conditions are included in Note 31(a).<br />

74


15. INTEREST BEARING LIABILITIES (continued)<br />

Financing arrangements<br />

The consolidated entity has access to the following lines of credit:<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

FACILITY LIMIT<br />

FACILITY LIMIT<br />

Facility Balance Facility Balance<br />

currency undrawn currency undrawn<br />

Currency $'000 A$'000 A$'000 $'000 A$'000 A$'000<br />

Committed credit facilities<br />

Bank overdraft AUD 22,000 22,000 22,000 10,000 10,000 10,000<br />

Liquidity support AUD 475,000 475,000 475,000 250,000 250,000 250,000<br />

Liquidity support USD 25,000 34,882 34,882 – – –<br />

Multi option facility – guarantee AUD – – – 310,000 310,000 –<br />

Multi option facility – loan AUD 950,000 950,000 630,000 640,000 640,000 248,200<br />

Syndicated loan facility AUD 750,000 750,000 750,000 – – –<br />

2,231,882 1,911,882 1,210,000 508,200<br />

Uncommitted credit facilities<br />

Bank overdraft USD 20,000 27,906 27,906 20,000 29,590 29,590<br />

US commercial paper USD 1,500,000 2,092,926 2,092,926 1,500,000 2,219,263 2,219,263<br />

Domestic commercial paper AUD 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000<br />

Euro commercial paper USD 1,500,000 2,092,926 2,092,926 1,500,000 2,219,263 2,219,263<br />

Medium term notes AUD 500,000 500,000 400,000 – – –<br />

6,713,758 6,613,758 6,468,116 6,468,116<br />

Total facilities 8,945,640 8,525,640 7,678,116 6,976,316<br />

16. PROVISIONS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Current<br />

Employee benefits 30 27,603 26,669 143 6,750<br />

Litigation 5,056 5,200 2,857 2,900<br />

Surplus leased premises and restoration 5,398 6,915 – –<br />

Onerous contracts 8,948 1,548 – –<br />

Restructure 2,025 10,317 1,611 5,000<br />

49,030 50,649 4,611 14,650<br />

Non–current<br />

Employee benefits 30 4,744 1,721 36 1,721<br />

Reconciliations<br />

Reconciliations of the carrying amounts of litigation, surplus leased premises and restoration, onerous contracts and restructure provisions are set out<br />

below:<br />

Litigation<br />

Carrying amount at the beginning of the year 5,200 2,900 2,900 2,900<br />

Increase through acquisition of entity – 2,300 – –<br />

Decrease from favourable foreign currency movements – (423) – (423)<br />

Resolutions made during the year (335) (334) (43) (334)<br />

Provision made during the year 191 757 – 757<br />

Carrying amount at the end of the year 5,056 5,200 2,857 2,900<br />

Surplus leased premises and restoration<br />

Carrying amount at the beginning of the year 6,915 – – –<br />

Increase through acquisition of entity – 6,915 – –<br />

Provision made during the year – – – –<br />

Utilised during the year (1,517) – – –<br />

Carrying amount at the end of the year 5,398 6,915 – –<br />

75


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

16. PROVISIONS (continued)<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Onerous contracts<br />

Carrying amount at the beginning of the year 1,548 – – –<br />

Provision made during the year 7,400 1,548 – –<br />

Carrying amount at the end of the year 8,948 1,548 – –<br />

Restructure<br />

Carrying amount at the beginning of the year 10,317 – 5,000 –<br />

Provision made during the year – 5,000 – 5,000<br />

Increase through acquisition of entity – 5,317 – –<br />

Payments made during the year (8,292) – (3,389) –<br />

Carrying amount at the end of the year 2,025 10,317 1,611 5,000<br />

17. OTHER LIABILITIES<br />

Current<br />

Financial liabilities 141,066 66,800 – –<br />

Unearned income 2,611 9,458 – 1,001<br />

Deferred gains – hedging contracts 1,767 3,684 – –<br />

145,444 79,942 – 1,001<br />

18. CONTRIBUTED EQUITY<br />

(a) Issued and paid up capital<br />

Ordinary shares fully paid 953,403 848,958 953,403 848,958<br />

<strong>2004</strong> 2003<br />

Number of<br />

Number of<br />

(b) Movements in ordinary share capital shares $'000 shares $'000<br />

Movements in B class share capital during the period<br />

were as follows:<br />

Balance at the beginning of the year 315,161,984 848,958 273,408,454 700,312<br />

Issued during the year<br />

– institutional placement 2003: $3.70 per share<br />

– employee share plan: nil per share 30<br />

– equity share plan: nil per share<br />

– – 41,100,000 152,070<br />

453,768 – 116,078 –<br />

– – 51,034 –<br />

– staff ownership plan 2003: $3.90 per share – – 486,418 1,897<br />

– share purchase plan 2003: $3.70 per share 11,840,908 43,811 – –<br />

– dividend reinvestment plan 2003: $4.02 per share 8,941,196 35,944 – –<br />

– staff ownership plan <strong>2004</strong>: $4.48 per share 30 1,610,954 7,217 – –<br />

– dividend reinvestment plan <strong>2004</strong>: $4.41 per share 4,034,108 17,794 – –<br />

less transaction costs – (321) – (5,321)<br />

Balance at the end of the year 342,042,918 953,403 315,161,984 848,958<br />

<strong>AWB</strong> <strong>Limited</strong>’s corporate structure consists of A class and B class shares. A class shares can only be owned by current wheat growers and specifically<br />

exclude dividends. However, they confer on A class shareholders a number of rights, including the ability to elect the majority of the board of<br />

directors. In contrast, B class shares can be owned by either wheat growers or non–wheat growers. B class shares carry rights to receive dividends<br />

and the right to elect a minority of the board.<br />

76


19. RESERVES AND RETAINED PROFITS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

(a) Reserves<br />

Underwriting loss reserve 15,000 15,000 15,000 15,000<br />

Legal reserve 65 65 – –<br />

Foreign currency translation reserve (16,589) (13,348) – –<br />

(1,524) 1,717 15,000 15,000<br />

Movement in foreign currency translation reserve:<br />

Balance at the beginning of the year (13,348) (373) – –<br />

Net translation adjustment (3,241) (12,975) – –<br />

Balance at the end of the year (16,589) (13,348) – –<br />

(b) Retained profits<br />

Balance at the beginning of the year 78,337 72,815 52,640 29,712<br />

Net profit attributable to members of <strong>AWB</strong> <strong>Limited</strong> 96,862 43,891 40,955 61,297<br />

Dividend paid 22 (83,292) (38,369) (83,292) (38,369)<br />

Balance at the end of the year 91,907 78,337 10,303 52,640<br />

20. OUTSIDE EQUITY INTERESTS<br />

Outside equity interest in controlled entities comprise:<br />

Interests in retained profits at the beginning of the financial year<br />

adjusted for outside equity interests in entities acquired or disposed<br />

during the financial year 1,962 2,984 – –<br />

Interests in profit from ordinary activities after income tax 789 259 – –<br />

Interests in dividends paid (54) (91) – –<br />

Interests in retained profits at the end of the financial year 2,697 3,152 – –<br />

Interests in share capital 185 185 – –<br />

Interests in reserves (423) (329) – –<br />

Total outside equity interests 2,459 3,008 – –<br />

21. TOTAL EQUITY RECONCILIATION<br />

Balance at the beginning of the year 932,020 789,463 916,598 745,024<br />

Total changes in equity recognised in the statement of<br />

financial performance 93,621 30,916 40,955 61,297<br />

Transactions with owners as owners<br />

– Contributions of equity, net of transaction costs 18(b) 104,445 148,646 104,445 148,646<br />

– Dividend provided for or paid 22 (83,292) (38,369) (83,292) (38,369)<br />

– Total changes in outside equity interests 20 (549) 1,364 – –<br />

Balance at the end of the year 1,046,245 932,020 978,706 916,598<br />

77


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

22. DIVIDENDS<br />

Dividends recognised in the current year by <strong>AWB</strong> <strong>Limited</strong> are as follows. All dividends are fully franked:<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Dividends paid during the year<br />

– Interim – franked (14 cents per share) (2003: 14 cents per share) 47,321 38,369<br />

– Final – franked 2003 (11 cents per share) 35,971 –<br />

83,292 38,369<br />

Subsequent events<br />

On 24 November <strong>2004</strong>, the directors declared a final dividend of 11 cents per share resulting in a dividend payable of $37.62 million. The financial<br />

effect of this dividend has not been brought to account in the financial statements for the year ended 30 September <strong>2004</strong> and will be recognised in<br />

subsequent reports.<br />

Franking credit balance<br />

30% franking credits available to shareholders of <strong>AWB</strong> <strong>Limited</strong> for subsequent financial years 55,293 26,476<br />

Notional fully franked dividend based on available franking credits 129,017 61,777<br />

The above available amounts are based on the balance of the dividend franking account at year end adjusted for:<br />

(a) franking credits that will arise from the payment of the current tax liability;<br />

(b) franking debits that will arise from the payment of dividends recognised as a liability at the year end;<br />

(c) franking credits that will arise from the receipt of dividends recognised as receivables at the year end; and<br />

(d) franking credits that the entity may be prevented from distributing in subsequent years.<br />

The ability to use the franking credits is dependent upon there being sufficient available profits to declare dividends.<br />

23. NOTES TO THE STATEMENT OF CASH FLOWS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

(a) Reconciliation of net profit from ordinary activities after income<br />

tax expense to the net cash flows from operations<br />

Profit from ordinary activities after income tax 97,651 44,150 40,955 61,297<br />

Add/(less) non–cash items:<br />

Net loss/(gain) on disposal of property, plant and equipment (5,545) (21) (5,185) 23<br />

Depreciation 56,186 27,415 207 14,279<br />

Amortisation 27,100 2,467 23 26<br />

Share of profits of associates net of dividends received (7,297) (1,941) – –<br />

Write down in the value of property plant and equipment to<br />

recoverable amount – 7,182 – 7,182<br />

Write down in the value of investment in associate to recoverable amount 2,806 – 2,806 –<br />

Increase/(decrease) in income tax payable 50,642 (26,518) 34,076 13,056<br />

Increase/(decrease) in deferred income tax liability 5,951 (11,388) 10,380 (470)<br />

Decrease/(increase) future income tax benefit 1,427 (1,678) (35,032) (732)<br />

Changes in assets and liabilities adjusted for the effects of<br />

purchasing a controlled entity during the financial year:<br />

Trade receivables (502,950) 342,716 – –<br />

Grower loan receivables (161,981) 1,063,445 – –<br />

Inventories 4,416 66,914 – –<br />

Prepayments and other debtors (1,817) 5,354 (1,217) 873<br />

Trade and other creditors 96,974 20,323 33,017 (26,495)<br />

Provisions 1,405 5,874 (11,723) 5,568<br />

Net cash flow from/(used in) operating activities (335,032) 1,544,294 68,307 74,607<br />

78


23. NOTES TO THE STATEMENT OF CASH FLOWS (continued)<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

(b) Reconciliation of cash<br />

Cash balance comprises:<br />

– cash at bank and on hand 44,023 25,066 87,890 2,328<br />

– cash on deposit 4,202 29,719 – –<br />

Closing cash balance 48,225 54,785 87,890 2,328<br />

24. DIRECTOR AND EXECUTIVE DISCLOSURES<br />

(a) Remuneration of specified directors and specified<br />

executives by the consolidated entity<br />

Remuneration levels are competetively set to attract and retain<br />

appropriately qualified experienced directors and executives.<br />

Remuneration for specified executives is divided into two components.<br />

The first is the fixed component, referred to as “total cost”, which is made<br />

up of base salary and benefits, including superannuation benefits. The<br />

second component is the “at risk” component which includes the short<br />

term incentives that take the form of cash, and long–term incentives<br />

provided via an equity plan. The amount of at risk remuneration, if any,<br />

that is earned by an executive is wholly dependent upon the performance<br />

of the individual, the team and the businesses against pre–determined Key<br />

Performance Indicators (KPIs) and performance hurdles approved by the<br />

board.<br />

The cost and value of all of the components are considered as a whole.<br />

<strong>AWB</strong>’s remuneration policy is to pay at the median level of remuneration<br />

for target performance and to provide the opportunity for upper decile<br />

rewards for distinctive (upper decile) performance. Details of each at risk<br />

element of remuneration are set out below.<br />

At risk remuneration<br />

At risk remuneration is delivered as short and long term incentives under<br />

<strong>AWB</strong>’s remuneration policies.<br />

The short-term incentive (STI) is cash based and applies to eligible<br />

employees across the business, including the group’s executive<br />

management team. The STI is calculated for each eligible employee by<br />

assessing performance in relation to KPIs. KPIs are based on group,<br />

individual business/revenue stream and personal measures with three levels<br />

of performance against each KPI: threshold (the minimum necessary to<br />

qualify for any reward); target (where the performance requirements have<br />

been met); and stretch (where performance requirements are exceeded).<br />

Eligible employees are those who have been employed by the <strong>AWB</strong> Group<br />

for a minimum of six months during the year ended 30 September <strong>2004</strong>.<br />

The maximum STI payment is between 10% and 100% of an employee's<br />

total cost. Senior employees and those with revenue generating<br />

accountability generally have the highest STI potential. The <strong>AWB</strong> Group<br />

measure under the STI is based on profit before tax and amortisation.<br />

Performance against this measure has a weighting in the range of 30% to<br />

50% of the overall STI for an <strong>AWB</strong> Group employee. The Managing<br />

Director is also assessed against specific health, safety and environmental<br />

targets as Group measures.<br />

Long term incentive is provided for the Managing Director via a cash<br />

based plan, the executive management team and selected senior executives<br />

via the Performance Rights Plan, and for all other employees via the<br />

Employee Share Plan and the Staff Ownership Plan. A description of the<br />

operation and conditions of these plans is included later in this note and<br />

in Note 30. <strong>AWB</strong>’s equity–based remuneration plans have been approved<br />

by shareholders and offers and payments made under the plans comply<br />

with thresholds set in the plans.<br />

Remuneration structure<br />

It is <strong>AWB</strong>’s policy that service contracts for senior executives be unlimited<br />

in term but capable of termination on not more than 12 months notice<br />

and that <strong>AWB</strong> retains the right to terminate the contract immediately, by<br />

making a payment equal to not more than 12 months pay in lieu of notice.<br />

The Managing Director and Chief Financial Officer have fixed term<br />

contracts which will expire on 30 September 2008 unless terminated earlier<br />

or extensions of the contracts are negotiated. <strong>AWB</strong> retains the right to<br />

terminate these contracts earlier with the provision of 12 months notice or<br />

payment in lieu of notice.<br />

The Remuneration Committee has determined that it will limit notice<br />

periods to 12 months in all future contracts for executives, unless<br />

exceptional circumstances exist.<br />

The service contracts typically outline the components of remuneration<br />

paid to executives but do not prescribe how remuneration levels are to be<br />

modified from year to year. Remuneration levels are reviewed annually, to<br />

take account market relativities, individual performance and the businesses’<br />

capacity to pay, thereby ensuring alignment with the principles of the<br />

remuneration policy are maintained.<br />

Remuneration of non–executive directors<br />

The <strong>AWB</strong> <strong>Limited</strong> constitution requires that the remuneration of directors<br />

for their services as directors be by fixed sum and not a commission on or a<br />

percentage of profits or operating revenue. At the <strong>2004</strong> <strong>Annual</strong> General<br />

Meeting, shareholders determined that the maximum aggregate<br />

remuneration for all non–executive directors of <strong>AWB</strong> <strong>Limited</strong> is<br />

$1,200,000 per annum.<br />

All non–executive directors are paid a fixed fee in cash. The fixed fee<br />

amounts are determined by the board, with the assistance of the<br />

Remuneration Committee and external advisers.<br />

The following principles are applied in determining the amount of<br />

remuneration for non–executive directors:<br />

the amount of time required for directors to consider <strong>AWB</strong> and board<br />

matters including preparation time;<br />

acknowledgement of the personal risk borne as a company director;<br />

a comparison with professional market rates of remuneration and those<br />

offered by comparative companies and external independent advice as to<br />

appropriate levels to remain competitive with the market, having regard<br />

to companies of similar size and complexity; and<br />

the desire to attract directors of a high calibre, with appropriate levels of<br />

expertise and experience.<br />

The non–executive directors do not receive equity based remuneration or<br />

performance based remuneration. Other than statutory superannuation,<br />

there are no schemes for retirement benefits for non–executive directors.<br />

The non–executive directors are currently paid a fixed fee of $90,000 per<br />

annum (from 11 March <strong>2004</strong>). The chairman receives 2.5 times this<br />

amount. An additional amount of $25,000 per annum is paid to the Chair<br />

of the Audit Committee and an additional amount of $20,000 per annum<br />

is paid to the Chair of the Group Corporate Risk Committee. (These<br />

amounts include statutory superannuation.)<br />

79


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)<br />

(a) Remuneration of specified directors and specified executives by the consolidated entity (continued)<br />

The following tables provides the details of all directors of the company (specified directors) and the five or more executives of the consolidated<br />

entity with the greatest authority (specified executives) and the nature and amount of the elements of their remuneration for the year ended 30<br />

September <strong>2004</strong>:<br />

PRIMARY<br />

POST EMPLOYMENT<br />

Long–term<br />

Superannuation<br />

Salary and fees incentive 1 Other 2 benefits Total<br />

$ $ $ $ $<br />

Specified directors<br />

Non–Executive<br />

Brendan Stewart (Chairman) 186,507 – – 16,786 203,293<br />

Robert Barry (Deputy Chairman) 96,639 – – 7,693 104,332<br />

Steve Chamarette 40,065 – – 10,016 50,081<br />

(appointed 11 March <strong>2004</strong>)<br />

Brendan Fitzgerald 50,145 – – 29,120 79,265<br />

Laurie Marshall 30,000 – – 2,700 32,700<br />

(resigned 11 March <strong>2004</strong>)<br />

Xavier Martin 72,720 – – 6,545 79,265<br />

Warrick McClelland 31,706 – – 47,559 79,265<br />

Christopher Moffet 72,720 – – 6,545 79,265<br />

Peter Polson 91,854 – – 8,267 100,121<br />

Kerry Sanderson 72,720 – – 6,545 79,265<br />

John Simpson 72,720 – – 6,545 79,265<br />

John Thame 72,720 – – 6,545 79,265<br />

Executive<br />

Andrew Lindberg (Managing Director) 783,293 402,167 304,566 105,159 1,595,185<br />

Total, all specified directors 1,673,809 402,167 304,566 260,025 2,640,567<br />

1 A long-term incentive plan for the Managing Director was established in the 2002 financial year, whereby the Managing Director was given the<br />

opportunity to receive cash incentives by participating in the plan. Under the plan, notional performance rights are issued to the Managing<br />

Director. The terms and conditions of the plan are consistent with the Performance Rights Plan except that the benefit is delivered in cash. The fair<br />

value of the notional performance rights is calculated at each reporting date using a Black–Scholes model and allocated to each reporting period<br />

evenly over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the notional performance<br />

rights that have been granted.<br />

On 30 May 2002, a total of 107,692 notional performance rights were issued. The performance period for these rights commenced on 1 October<br />

<strong>2004</strong> and ends on 1 October 2006.<br />

On 1 October 2002, a further 125,641 notional performance rights were issued. The performance period for these rights commences on 1<br />

October 2005 and ends on 1 October 2007.<br />

On 1 October 2003, a further 142,450 notional performance rights were issued. The performance period for these rights commences on 1<br />

October 2006 and ends on 1 October 2008.<br />

2 “Other” remuneration includes an amount paid on renewal of Mr Lindberg's contract and an amount paid as part of sign–on fee from his previous<br />

contract. It also includes motor vehicle allowances subject to fringe benefits tax.<br />

80


24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)<br />

(a) Remuneration of specified directors and specified executives by the consolidated entity (continued)<br />

PRIMARY POST EQUITY OTHER<br />

EMPLOYMENT<br />

Amortised<br />

Short–term value of Retention<br />

incentive Super– performance and<br />

Salary (2002/03 Non annuation rights termination<br />

and fees year) 3 monetary 4 Other 5 benefits issued 6 benefits 7 Total<br />

$ $ $ $ $ $ $ $<br />

Specified executives<br />

Richard Fuller, General Manager, 259,895 – 1,008 23,153 11,148 11,446 – 306,650<br />

Executive and Company Secretary<br />

Peter Geary, General Manager, 418,828 – 2,290 30,273 35,138 20,603 – 507,132<br />

Trading and Commodities<br />

Jill Gillingham, General Manager, 413,751 – 153 4,566 67,000 20,603 – 506,073<br />

Supply Chain, Technology and<br />

Business Processes<br />

Paul Ingleby, Chief Financial Officer 616,520 – 3,630 26,984 11,148 34,325 – 692,607<br />

Marcus Kennedy, General Manager, 412,520 – 1,140 68,816 11,148 11,910 – 505,534<br />

Financial Services<br />

John Maher, General Manager, 334,551 – 1,879 18,913 20,436 – 125,000 500,779<br />

Network Operations<br />

Sarah Scales, General Manager, 435,415 – 153 7,168 11,437 17,503 – 471,676<br />

<strong>AWB</strong>I<br />

Charles Stott, General Manager, 414,836 – 2,005 4,566 11,148 16,489 – 449,044<br />

Rural Services<br />

Michael Thomas, General Manager, 338,219 – 3,389 – 35,000 4,254 – 380,862<br />

Corporate<br />

Mark Allison, Managing Director 84,023 – – 26,946 12,582 – 875,326 998,877<br />

Landmark<br />

(resigned 27 November 2003)<br />

Total, all specified executives 3,728,558 – 15,647 211,385 226,185 137,133 1,000,326 5,319,234<br />

3 The STI component of remuneration in <strong>2004</strong> relates to performance incentives that would have been paid in the current financial year. Cash and<br />

long–term incentive payments are granted annually, after the end of the year. The grant date is tied to the performance appraisal, which, for the<br />

prior year, was completed after 30 September 2003. The specific service and performance criteria are set out earlier in this note. During this<br />

reporting period, no incentives were paid to executives. The STI program was suspended in relation to the 2003 financial year in recognition of the<br />

very tough operating conditions encountered during that period. An accrual has been made in the financial statements, based on an estimate of the<br />

incentives to be paid in respect of the year ended 30 September <strong>2004</strong>. The actual incentives to be paid have not been determined at the date of this<br />

report, but are estimated to be in the order of $1.8 million. The incentives will be disclosed as remuneration in the 2005 financial report.<br />

4 Interest free portion of loan under the employee share schemes (refer Note 30).<br />

5 “Other” remuneration in the case of specified executives, includes motor vehicles, housing benefits and other allowances subject to fringe benefits tax.<br />

6 The fair value of the rights is calculated at the date of grant using a Black–Scholes model and allocated to each reporting period evenly over the<br />

period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the rights that have been granted. Directors<br />

are not entitled to participate in performance rights plans.<br />

7 A termination payment was made to the former Managing Director of Landmark, Mark Allison (resigned 27 November 2003). A retention<br />

payment was made to Mr Maher following the acquisition of Landmark.<br />

81


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)<br />

(a) Remuneration of specified directors and specified executives by the consolidated entity (continued)<br />

The fair value of the performance rights is calculated at the date of grant using a Black–Scholes model and allocated to each reporting period evenly<br />

over the period from grant date to vesting date. The value disclosed above is the portion of the fair value of all the performance rights that have been<br />

granted.<br />

The following factors and assumptions were used in determining the fair value of performance rights on grant date:<br />

Fair value per Exercise Price of shares Estimated Risk free Dividend<br />

Grant date Expiry date performance right price (i) on grant date volatility interest rate yield<br />

1 October 2001 1 October 2005 $2.61 $1.00 $3.39 14% 5.5% 6.5%<br />

1 October 2002 1 October 2006 $2.59 $1.00 $3.47 14% 5.3% 7.2%<br />

1 October 2003 1 October 2007 $3.01 $1.00 $3.90 13% 5.3% 6.4%<br />

(i) The total consideration payable on the exercise of any performance rights on a particular day will be one dollar in total (irrespective of the number<br />

of rights exercised on that day).<br />

Estimated volatility approximates historic volatility. The estimated life of all performance rights granted is four years. Each performance right entitles<br />

the holder to purchase one ordinary B class share in the company.<br />

Each performance right is over one unissued B class share in <strong>AWB</strong> <strong>Limited</strong>. The performance rights are issued at no cost and become exercisable<br />

depending on the performance of the company (based on total shareholder return) relative to the performance of the S&P/ASX200. The number of<br />

performance rights which become exercisable depends on the company’s ranking relative to companies comprised in the S&P/ASX200 on total<br />

shareholder return in the performance period. This ranking is calculated at the end of each quarter and expressed as a percentile. The rights may<br />

become exercisable on a progressive basis once the company’s ranking for the quarter reaches 50. Fifty percent of the rights become exercisable when<br />

the company’s ranking reaches 50. All the rights become exercisable if the company’s ranking for the quarter exceeds 75. The percentage of rights<br />

which become exercisable increases proportionately if the company ranks between 50 and 75 for the quarter.<br />

The expiry date disclosed is one year after vesting date, given that while the performance rights expire 10 years after the grant date, the expected<br />

expiry of the performance rights is at this time.<br />

(b) Performance rights over equity instruments granted as remuneration<br />

During the reporting period, the following rights over ordinary shares were granted during the current year under the Performance Rights plan:<br />

Right holdings<br />

Specified executives<br />

Richard Fuller<br />

Peter Geary<br />

Jill Gillingham<br />

Paul Ingleby<br />

Marcus Kennedy<br />

John Maher<br />

Sarah Scales<br />

Charles Stott<br />

Michael Thomas<br />

Held at<br />

Held at Granted as 30 September<br />

1 October 2003 remuneration <strong>2004</strong><br />

33,747<br />

60,486<br />

60,486<br />

101,124<br />

38,043<br />

–<br />

51,649<br />

48,717<br />

13,587<br />

21,319<br />

34,886<br />

34,886<br />

63,053<br />

43,930<br />

25,195<br />

32,948<br />

31,010<br />

27,133<br />

55,066<br />

95,372<br />

95,372<br />

164,177<br />

81,973<br />

25,195<br />

84,597<br />

79,727<br />

40,720<br />

No rights vested during the current year. No performance rights held by specified executives are vested but not exercisable.<br />

82


24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)<br />

(c) Equity holdings and transactions<br />

The movement during the reporting period in the number of ordinary shares of <strong>AWB</strong> <strong>Limited</strong> held, directly, indirectly or beneficially, by each<br />

specified director and specified executive, including their personally related entities, is as follows:<br />

A class shares held in<br />

<strong>AWB</strong> <strong>Limited</strong> (number)<br />

B class shares held in<br />

<strong>AWB</strong> <strong>Limited</strong> (number)<br />

Held at Balance at Net change Held at<br />

30 September <strong>2004</strong> 1 October 2003 other 30 September <strong>2004</strong><br />

Specified directors<br />

Brendan Stewart 1 15,425<br />

Robert Barry 1 40,579<br />

Andrew Lindberg – 71,574<br />

Brendan Fitzgerald 1 12,000<br />

Xavier Martin 1 70,695<br />

Warrick McClelland 1 68,035<br />

Christopher Moffet 1 100,577<br />

Peter Polson – –<br />

Kerry Sanderson – 5,000<br />

John Simpson 1 99,672<br />

John Thame – 5,000<br />

Steve Chamarette 1 500<br />

Specified executives<br />

Richard Fuller – 10,943<br />

Peter Geary 1 12,680<br />

Jill Gillingham – 13,700<br />

Paul Ingleby – 30,240<br />

Marcus Kennedy – –<br />

John Maher – –<br />

Sarah Scales – 4,200<br />

Charles Stott – 8,200<br />

Michael Thomas – 13,639<br />

1,351 16,776<br />

– 40,579<br />

1,351 72,925<br />

– 12,000<br />

1,351 72,046<br />

– 68,035<br />

– 100,577<br />

5,000 5,000<br />

– 5,000<br />

20,000 119,672<br />

– 5,000<br />

– 500<br />

3,570 14,513<br />

8,370 21,050<br />

371 14,071<br />

4,307 34,547<br />

4,686 4,686<br />

7,583 7,583<br />

7,680 11,880<br />

8,907 17,107<br />

1,476 15,115<br />

There was no movement during the year for the A class shareholdings of specified directors and specified executives.<br />

(d) Loans and other transactions with specified directors and specified executives<br />

Loans<br />

Details regarding the aggregate of loans made by any entity in the consolidated entity to each group of specified directors and specified executives<br />

and their personally related entities, and the number of individuals in each group, are as follows:<br />

Opening Closing Interest paid Number in group at<br />

balance balance and payable 30 September <strong>2004</strong><br />

$ $ $<br />

Specified directors<br />

<strong>2004</strong> 456,673 1,440,188 110,461 2<br />

Specified executives<br />

<strong>2004</strong> 43,043 264,054 15,647 9<br />

For all loans to directors, interest is payable at prevailing commercial interest rates. The terms are no more favourable than those available to other<br />

suppliers and customers.<br />

A notional interest charge has been included in specified executives' total remuneration for employee interest free share loans.<br />

83


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

24. DIRECTOR AND EXECUTIVE DISCLOSURES (continued)<br />

(d) Loans and other transactions with specified directors and specified executives (continued)<br />

Details regarding loans outstanding at the reporting date to specified directors and specified executives and their personally related entities, where the<br />

individual’s aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows:<br />

Interest paid<br />

and payable<br />

Balance at Balance at in the reporting Highest balance<br />

1 October 2003 30 September <strong>2004</strong> period in period<br />

$ $ $ $<br />

Specified directors<br />

Christopher Moffet 377,183 1,290,599 96,340 1,993,930<br />

Brendan Stewart – 149,589 14,121 263,804<br />

(e) Other transactions with the company or its controlled entities<br />

Mr John Thame is a director of St George Bank <strong>Limited</strong>. All transactions with this company were in the ordinary course of business on normal<br />

commercial terms and conditions.<br />

Mrs Kerry Sanderson is Chief Executive and General Manager of Fremantle Ports Authority in Western Australia. A major portion of the Western<br />

Australian harvest was shipped through the Port of Fremantle. All transactions with this authority were in the ordinary course of business on normal<br />

commercial terms and conditions.<br />

A number of specified directors and specified executives, or their personally related entities, hold positions in other entities that result in them having<br />

control or significant influence over the financial or operating policies of those entities.<br />

These entities transacted with the company or its subsidiaries in the reporting period. The terms and conditions of those transactions were no more<br />

favourable than those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an arm’s length<br />

basis.<br />

The aggregate amounts recognised in respect of the following types of transactions, during the year with specified directors and their<br />

personally–related entities, were as follows:<br />

<strong>2004</strong><br />

Transaction Specified directors $<br />

Purchases – grains Messrs Stewart, Barry, Martin and Simpson 1,617,057<br />

Rural commercial sales Messrs Stewart, Chamarette, Fitzgerald, Moffet, Martin and Simpson 1,385,031<br />

From time to time, specified directors and specified executives of the company or its controlled entities, or their personally related entities, may<br />

purchase goods from the consolidated entity. These purchases are on terms and conditions no more favourable than those entered into by unrelated<br />

customers and are trivial or domestic in nature.<br />

25. AUDITORS' REMUNERATION<br />

Amounts received or due and receivable by the auditors of the company for:<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $ $ $ $<br />

Audit services 1,382,984 679,805 260,000 260,000<br />

Other services<br />

– internal audit services – 23,000 – 23,000<br />

– other services 23,582 49,895 – 15,495<br />

1,406,566 752,700 260,000 298,495<br />

84


26. RELATED PARTY DISCLOSURES<br />

(a) <strong>AWB</strong> <strong>Limited</strong> is the ultimate parent entity.<br />

(b) The following related party transactions occurred during the period:<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

Borrowing costs expensed<br />

– wholly owned group – – 1,992 901<br />

– related party (<strong>AWB</strong> National Pools) 19,143 10,353 770 –<br />

Revenue from sale of goods<br />

– related party (<strong>AWB</strong> National Pools) 1,983,929 409,720 – 8,991<br />

Management fee revenue<br />

– wholly owned group – – 2,456 50,877<br />

– related party (<strong>AWB</strong> National Pools) 95,198 77,091 – 77,091<br />

Dividends<br />

– wholly owned group – – 57,332 41,600<br />

– other subsidiaries – – 42 53<br />

– associates – – – 155<br />

Interest revenue<br />

– wholly owned group – – 84,915 32,193<br />

– related party (<strong>AWB</strong> National Pools) 8,345 2,426 – –<br />

Current receivable from:<br />

– wholly owned group – – 787,060 839,385<br />

– related party (<strong>AWB</strong> National Pools) 691,184 162,100 7 –<br />

Non–current receivable from:<br />

– wholly owned group – subordinated loan – – 165,000 50,000<br />

Current payable to:<br />

– related party (<strong>AWB</strong> National Pools) 1,108,891 315,795 – 9,752<br />

Terms and conditions<br />

Interest is charged or credited on amounts with <strong>AWB</strong> <strong>Limited</strong> at prevailing commercial interest rates. All other transactions within the <strong>AWB</strong> <strong>Limited</strong><br />

consolidated entity are based on actual amounts incurred or received and are conducted on commercial terms and conditions.<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$ $ $ $<br />

(c) Related party transactions with director related entities:<br />

Purchases<br />

Messrs Stewart, Barry, Moffet, Martin, Chamarette,<br />

Simpson, McClelland, Gibson, Donges 4,667,695 3,366,487 – –<br />

The above transactions were conducted with director related entities under normal commercial terms with conditions no more favourable than those<br />

available to other suppliers and customers.<br />

85


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

27. SEGMENT INFORMATION<br />

Business segments<br />

Intersegment pricing is determined on an arm's length basis. Segment results, assets and liabilities include items directly attributable to a segment as<br />

well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire segment<br />

assets that are expected to be used for more than one period.<br />

The consolidated entity comprises the following main business segments, based on the consolidated entity’s management reporting system:<br />

Pool Rural Grain Supply Chain<br />

Finance and Risk Management Services Acquisition and Other Other/ Intersegment<br />

Management Services (Landmark) and Trading Investments Corporate eliminations Consolidated<br />

<strong>2004</strong> $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000<br />

Revenue<br />

External segment revenue 1,258,286 98,530 1,658,778 2,195,603 108,838 24,610 – 5,344,645<br />

Intersegment revenue 8,916 73 17,337 6,947 1,149 321,509 (355,931) –<br />

Total consolidated revenue 1,267,202 98,603 1,676,115 2,202,550 109,987 346,119 (355,931) 5,344,645<br />

Results<br />

Consolidated entity profit from<br />

ordinary activities before<br />

income tax expense 29,954 27,460 72,575 81,040 (9,906) (54,070) – 147,053<br />

Income tax expense (49,402)<br />

Net profit attributable to<br />

outside equity interests – – (671) – (118) – – (789)<br />

Net profit attributable to members of <strong>AWB</strong> <strong>Limited</strong> 96,862<br />

Assets<br />

Segment assets 1,672,496 3,725 793,187 505,877 200,238 1,764,801 (1,246,742) 3,693,582<br />

Unallocated corporate assets 41,617<br />

Total assets 3,735,199<br />

Liabilities<br />

Segment liabilities 1,538,584 1,311 569,141 426,160 184,278 368,399 (452,622) 2,635,251<br />

Unallocated corporate liabilities 53,703<br />

Total liabilities 2,688,954<br />

Other segment information<br />

Equity method investments<br />

included in segment assets – – 8,526 – 12,835 – – 21,361<br />

Acquisition of non–current assets – – 20,878 223 1,961 12,493 – 35,555<br />

Depreciation and amortisation – – 28,887 109 12,706 41,584 – 83,286<br />

Non–cash expenses other than<br />

depreciation and amortisation (470) – (1,478) 22,307 – 914 – 21,273<br />

Geographical segments<br />

<strong>AWB</strong> <strong>Limited</strong> and its controlled entities operate predominantly in one geographical segment, being Australia.<br />

86


27. SEGMENT INFORMATION (continued)<br />

Pool Rural Grain Supply Chain<br />

Finance and Risk Management Services Acquisition and Other Other/ Intersegment<br />

Management Services (Landmark) and Trading Investments Corporate eliminations Consolidated<br />

2003 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000<br />

Revenue<br />

External segment revenue 276,242 79,464 121,681 1,662,580 69,253 2,670 – 2,211,890<br />

Inter segment revenue 24,183 9,146 661 6,216 1,863 95,905 (137,974) –<br />

Total consolidated revenue 300,425 88,610 122,342 1,668,796 71,116 98,575 (137,974) 2,211,890<br />

Results<br />

Consolidated entity profit from<br />

ordinary activities before<br />

income tax expense 36,107 18,918 3,666 24,658 (20,377) (4,065) – 58,907<br />

Income tax expense (14,757)<br />

Net profit attributable to<br />

outside equity interests – – (14) – (245) – – (259)<br />

Net profit attributable to members of <strong>AWB</strong> <strong>Limited</strong> 43,891<br />

Assets<br />

Segment assets 643,929 3,284 687,627 374,382 203,503 2,197,553 (1,672,381) 2,437,897<br />

Unallocated corporate assets 56,488<br />

Total assets 2,494,385<br />

Liabilities<br />

Segment liabilities 653,559 2,830 527,818 341,728 214,867 1,450,675 (1,639,666) 1,551,811<br />

Unallocated corporate liabilities 10,554<br />

Total liabilities 1,562,365<br />

Other segment information<br />

Equity method investments<br />

included in segment assets – – 2,603 – 10,307 – – 12,910<br />

Acquisition of non–current assets 3,216 – – 301 72,038 17,612 – 93,167<br />

Depreciation and amortisation – – 1,468 77 11,600 16,737 – 29,882<br />

Non–cash expenses other than<br />

depreciation and amortisation – – – 2,769 9,915 11,852 – 24,536<br />

Geographical segments<br />

<strong>AWB</strong> <strong>Limited</strong> and its controlled entities operate predominantly in one geographical segment, being Australia.<br />

87


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

28. EXPENDITURE COMMITMENTS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

At 30 September, the consolidated entity had contracted for but not<br />

provided in the financial report:<br />

(i) Grain sales<br />

Contracts for the sale of grain not later than one year but subject to<br />

variation of +/–10% outturn tolerance 202,467 50,045 – –<br />

Contracts for the sale of grain later than one year but not later than<br />

five years but subject to variation of +/–10% outturn tolerance 764 – – –<br />

(ii) Grain purchases<br />

Contracts for the purchase of grain not later than one year subject<br />

to variation for quality characteristics 132,445 47,593 – –<br />

Contracts for the purchase of grain later than one year but not later<br />

than five years subject to variation for quality characteristics 7,467 – – –<br />

(iii) Freight sales<br />

Contracts for the sale of freight not later than one year 81,054 – – –<br />

(iv) Freight purchases<br />

Contracts for the purchase of freight not later than one year 79,813 – – –<br />

(a) Capital expenditure commitments<br />

Estimated capital expenditure contracted for at balance date<br />

but not provided for:<br />

– payable not later than one year<br />

– joint venture operations 3,899 3,514 – 3,514<br />

– other 4,767 17,101 – –<br />

– payable later than one year but not later than five years<br />

– joint venture operations 8,325 9,283 – 9,283<br />

– other – – –<br />

16,991 29,898 – 12,797<br />

(b) Lease expenditure commitments<br />

Operating leases (non–cancellable)<br />

– payable not later than one year 6,676 3,997 – 2,863<br />

– payable later than one year but not later than five years 12,562 17,624 – 16,935<br />

– payable later than five years 24,635 26,590 – 26,565<br />

43,873 48,211 – 46,363<br />

These lease commitments represent payments due for the head office, regional and overseas offices and motor vehicles under operating leases. The<br />

head office lease is for 12 years commencing in the <strong>2004</strong> financial year. The remaining operating leases have an average lease term of three years.<br />

Lease payments comprise a base amount plus an incremental contingent rental. Contingent rentals are based on the contract terms.<br />

(c) Other expenditure commitments<br />

– payable not later than one year 1,702 600 – 600<br />

– payable later than one year but not later than five years 895 – – –<br />

2,597 600 – 600<br />

88


29. CONTINGENT LIABILITIES<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Litigation claims<br />

Several claims for damages and costs were lodged against <strong>AWB</strong> <strong>Limited</strong> and its controlled entities<br />

which denied liability and defended the claims. The maximum damages/costs claimed but not<br />

otherwise recognised in the statement of financial position were estimated to amount to: 2,844 4,393<br />

30. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Notes $'000 $'000 $'000 $'000<br />

The aggregate employee entitlement liability is comprised of:<br />

– Provisions 32,347 28,390 179 8,471<br />

Number<br />

Number<br />

Number of full time equivalent employees at the end of the year 2,730 2,729 1 544<br />

Staff Ownership Plan<br />

An employee share offer was made to employees of <strong>AWB</strong> who were eligible employees as at December 2003. <strong>AWB</strong> offered eligible employees an<br />

interest free loan (fully repayable at the end of 10 years or upon resignation). 1,307 (2003: 222) permanent employees participated in this offer with<br />

1,610,954 (2003: 486,418) shares being allocated, with a value of $7,217,074 (2003: $1,897,030).<br />

Employee Share Plan<br />

In January <strong>2004</strong>, a third offer was made under the employee share plan which was established in 2002, where all permanent employees of the<br />

consolidated entity were entitled to be issued with B class shares in <strong>AWB</strong> <strong>Limited</strong>. Each permanent employee who participated received shares to the<br />

value of $1,000 (based on share price at issue date). Shares were provided under the scheme to a total of 2,044 employees. The shares were issued<br />

for nil consideration. The shares are quoted on the ASX.<br />

During the year, a total of 453,768 (2003: 116,078) B class shares were issued to employees under the plan. The total value of the shares at the date<br />

of issue was $2,037,418. It is the policy of <strong>AWB</strong> not to charge the value of the shares issued as an employee benefits expense. In accordance with this<br />

policy, no amounts have been recognised in respect of the share issue during the year.<br />

Superannuation commitments<br />

All employees are able to choose where their superannuation contributions are directed, in line with <strong>AWB</strong> Packaging Policy and Australian Taxation<br />

Office rules. <strong>AWB</strong> also offers a default fund, <strong>AWB</strong> Staff Superannuation Plan, which is a subset of the Mercer Retirement Trust for all other<br />

employees. As all schemes are accumulation schemes, <strong>AWB</strong> has no future superannuation liabilities to report.<br />

Performance Rights Plan<br />

A Performance Rights Plan exists, whereby selected senior employees (including specified executives) of the consolidated entity are given the<br />

opportunity to acquire rights over unissued B class shares in <strong>AWB</strong> <strong>Limited</strong> by participating in the plan.<br />

The terms and valuation of performance rights granted are consistent with those granted to specified executives (refer Note 24).<br />

At the date of this report, unissued ordinary shares of the company under the Performance Rights Plans are:<br />

Grant date Expiry date Exercise price (i) Number of shares<br />

1 October 2001 1 October 2005 $1.00 169,659<br />

1 October 2002 1 October 2006 $1.00 359,864<br />

1 October 2003 1 October 2007 $1.00 434,965<br />

964,488<br />

(i) The total exercise price payable on the exercise of any performance rights on a particular day will be one dollar in total (irrespective of the number<br />

of rights exercised on that day).<br />

89


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

31. FINANCIAL INSTRUMENTS<br />

(a) Interest rate risk<br />

The consolidated entity's exposure to interest rate risks and the effective weighted average interest rates of financial assets and financial liabilities are<br />

as follows:<br />

<strong>2004</strong><br />

Financial assets<br />

Cash assets 5 n/a 0.37<br />

Receivables 6 n/a n/a<br />

Short-term deposits 11 n/a 1.78<br />

Initial margin deposits 11 1.00 1.50<br />

Financial assets – other 11 n/a n/a<br />

FIXED INTEREST RATE MATURING IN<br />

Floating More Non–<br />

interest 1 year Over 1 than interest<br />

Weighted average interest rate % rate or less to 5 years 5 years bearing Total<br />

Notes CAD USD AUD $'000 $'000 $'000 $'000 $'000 $'000<br />

1.34 48,225 – – – – 48,225<br />

7.30 575,217 – – – 1,139,394 1,714,611<br />

5.31 515,829 – – – – 515,829<br />

4.75 4,963 – – – – 4,963<br />

n/a – – – – 367,670 367,670<br />

1,144,234 – – – 1,507,064 2,651,298<br />

Financial liabilities<br />

Payables 14 n/a n/a n/a – – – – 533,927 533,927<br />

Interest bearing liabilities 15 n/a 1.82 5.39 1,802,106 100,000 – – – 1,902,106<br />

Financial liabilities – other 17 n/a n/a n/a – – – – 141,066 141,066<br />

1,802,106 100,000 – – 674,993 2,577,099<br />

Unrecognised financial derivatives – face value<br />

Assets<br />

Interest rate swaps n/a n/a 5.46 65,000 25,000 – – – 90,000<br />

Interest rate options n/a n/a 5.81 – 615,000 – – – 615,000<br />

Interest rate futures n/a n/a 5.28 – 2,000 – – – 2,000<br />

65,000 642,000 – – – 707,000<br />

Liabilities<br />

Interest rate swaps n/a n/a 5.62 25,000 15,000 50,000 – – 90,000<br />

Interest rate options n/a n/a 5.22 – 250,000 – – – 250,000<br />

Interest rate futures n/a n/a 5.40 – 24,000 – – – 24,000<br />

25,000 289,000 50,000 – – 364,000<br />

90


31. FINANCIAL INSTRUMENTS (continued)<br />

(a) Interest rate risk (continued)<br />

FIXED INTEREST RATE MATURING IN<br />

Floating More Non–<br />

interest 1 year Over 1 than interest<br />

Weighted average interest rate % rate or less to 5 years 5 years bearing Total<br />

2003 Notes CAD USD AUD $'000 $'000 $'000 $'000 $'000 $'000<br />

Financial assets<br />

Cash assets 5 n/a 1.18 1.34 54,785 – – – – 54,785<br />

Receivables 6 n/a n/a 7.07 432,856 – – – 573,626 1,006,482<br />

Short-term deposits 11 n/a n/a 4.77 36,005 – – – – 36,005<br />

Initial margin deposits 11 1.10 0.45 5.78 5,387 – – – – 5,387<br />

Financial assets – other 11 n/a n/a n/a – – – – 242,935 242,935<br />

529,033 – – – 816,561 1,345,594<br />

Financial liabilities<br />

Payables 14 n/a n/a n/a – – – – 356,615 356,615<br />

Interest bearing liabilities 15 n/a 1.65 4.93 963,805 92,595 4,678 – 1,806 1,062,884<br />

Financial liabilities – other 17 n/a n/a n/a – – – – 66,800 66,800<br />

963,805 92,595 4,678 – 425,221 1,486,299<br />

Unrecognised financial derivatives – face value<br />

Assets<br />

Interest rate swaps n/a n/a n/a 90,000 – – – – 90,000<br />

Interest rate options n/a n/a 4.90 – 340,000 – – – 340,000<br />

Interest rate futures n/a n/a 4.98 – 30,000 – – – 30,000<br />

90,000 370,000 – – – 460,000<br />

Liabilities<br />

Interest rate swaps n/a n/a 5.75 – – 90,000 – – 90,000<br />

Interest rate options n/a n/a 4.09 – 295,000 – – – 295,000<br />

Interest rate futures n/a n/a 4.96 – 15,000 – – – 15,000<br />

– 310,000 90,000 – – 400,000<br />

91


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

31. FINANCIAL INSTRUMENTS (continued)<br />

(b) Foreign exchange risk<br />

The consolidated entity enters into forward exchange contracts and options, in accordance with board approved limits for the following purposes; to<br />

hedge (or hedge a proportion of ) sale and purchase commitments denominated in foreign currencies and for trading purposes.<br />

The following table sets out the gross value to be settled under foreign currency contracts, the weighted average exchange rates and the settlement<br />

periods of outstanding contracts for the consolidated entity. All amounts are stated at the Australian dollar equivalent.<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Forward exchange contracts Weighted average rate $'000 $'000<br />

Settlement not later than one year<br />

Buy US dollars, Sell Australian dollars 0.7025 0.6432 235,888 358,582<br />

Sell US dollars, Buy Australian dollars 0.7046 0.6437 (366,669) (478,215)<br />

Buy US dollars, Sell euro – 1.1268 – 360,820<br />

Sell US dollars, Buy euro – 1.1242 – (339,212)<br />

Buy euro, Sell US dollars – 1.1242 – 350,749<br />

Sell euro, Buy US dollars – 1.1268 – (372,246)<br />

Buy Canadian dollars, Sell Australian dollars 0.9215 0.8918 62,440 43,406<br />

Sell Canadian dollars, Buy Australian dollars 0.9252 0.8729 (103,665) (51,050)<br />

Buy US dollars, Sell Canadian dollars – 1.4142 – 148<br />

Sell Canadian dollars, Buy US dollars – 1.4142 – (155)<br />

Buy Canadian dollars, Sell US dollars 1.2990 1.5040 6,541 411<br />

Sell US dollars, Buy Canadian dollars 1.2990 1.5040 (6,390) (370)<br />

Buy CHF francs, Sell US dollars 1.2641 1.3434 332 2,238<br />

Sell US dollars, Buy CHF francs 1.2641 1.3434 (328) (2,203)<br />

Buy GBP pounds, Sell Australian dollars – 2.4444 – 2,444<br />

Sell GBP pounds, Buy Australian dollars – 2.4588 – (2,459)<br />

Sell euro, Buy Australian dollars 1.2641 – (1,765) –<br />

Sell New Zealand dollars, Buy Australian dollars 1.0666 – (1,000) –<br />

Total not later than one year (174,616) (127,112)<br />

Settlement later than one year but not later than two years<br />

Buy US dollars, Sell Australian dollars 0.6987 0.6190 1,069 1,233<br />

Sell US dollars, Buy Australian dollars 0.6921 0.6172 (1,296) (1,236)<br />

Buy Canadian dollars, Sell Australian dollars 0.8696 0.8849 1,438 1,729<br />

Sell Canadian dollars, Buy Australian dollars 0.8896 0.8823 (8,146) (1,678)<br />

Total later than one year but not later than two years (6,935) 48<br />

Total (181,551) (127,064)<br />

92


31. FINANCIAL INSTRUMENTS (continued)<br />

(b) Foreign exchange risk (continued)<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Currency options Weighted average strike rate $'000 $'000<br />

Not later than one year<br />

Buy Australian dollar Call, US dollar Put 0.7345 0.6729 56,445 60,108<br />

Buy Australian dollar Put, US dollar Call 0.6914 0.6460 (14,514) (18,075)<br />

Sell Australian dollar Call, US dollar Put 0.7481 0.6779 (33,720) (38,967)<br />

Sell Australian dollar Put, US dollar Call 0.6804 0.6380 37,119 39,892<br />

Total 45,330 42,958<br />

The net deferred costs and exchange gains and losses on foreign exchange hedges of anticipated foreign currency sales and purchases recognised in<br />

the statement of financial position and the timing of their anticipated recognition as part of sales and purchases are:<br />

Consolidated<br />

Net deferred gains/(losses)<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Not later than one year (1,655) 2,117<br />

Later than one year but not later than two years 83 –<br />

(1,572) 2,117<br />

The consolidated entity enters into foreign exchange transactions with external counterparties on behalf of <strong>AWB</strong> (International) <strong>Limited</strong>. For all<br />

such deals a back to back transaction is entered into with <strong>AWB</strong> (International) <strong>Limited</strong>.<br />

The following table sets out the gross value to be settled under foreign currency contracts, the weighted average exchange rates and the settlement<br />

periods of outstanding contracts in the consolidated entity on behalf of <strong>AWB</strong> (International) <strong>Limited</strong>. All amounts are stated at the Australian dollar<br />

equivalent.<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Forward exchange contracts: Weighted average rate $'000 $'000<br />

Settlement not later than one year<br />

Buy US dollars, Sell Australian dollars – 0.6462 – 160,392<br />

Sell US dollars, Buy Australian dollars 0.6977 0.6404 (1,301,580) (1,639,580)<br />

Buy US dollars, Sell euro 1.2330 1.1254 9,254 349,642<br />

Sell US dollars, Buy euro – 1.1180 – (11,511)<br />

Buy euro, Sell US dollars – 1.1180 – 11,968<br />

Sell euro, Buy US dollars 1.2330 1.1254 (9,306) (361,218)<br />

Total not later than one year (1,301,632) (1,490,307)<br />

Settlement later than one year but not later than two years<br />

Sell US dollars, Buy Australian dollars 0.6809 – (149,856) –<br />

Total later than one year but not later than two years (149,856) –<br />

Total (1,451,488) (1,490,307)<br />

93


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

31. FINANCIAL INSTRUMENTS (continued)<br />

(b) Foreign exchange risk (continued)<br />

Consolidated<br />

Currency options: <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Weighted average strike rate $'000 $'000<br />

Not later than one year<br />

Buy Australian dollar Call, US dollar Put 0.7207 0.6560 3,161,616 2,725,635<br />

Buy Australian dollar Put, US dollar Call 0.6813 0.6033 (367,541) (357,344)<br />

Sell Australian dollar Call, US dollar Put 0.7326 0.6663 (710,380) (676,897)<br />

Sell Australian dollar Put, US Dollar Call 0.6723 0.6205 2,949,813 2,550,149<br />

Buy euro Call, US dollar Put – 1.0278 – 113,935<br />

Buy euro dollar Put, US dollar Call – 1.0850 – (34,396)<br />

Sell euro dollar Call, US dollar Put – 1.1403 – (77,675)<br />

Total 5,033,508 4,243,407<br />

(c) Commodity price risk<br />

The consolidated entity enters into commodity futures contracts and options in accordance with board approved limits for the following purposes:<br />

– to hedge (or hedge a proportion) of commodity selling prices on anticipated specific future sales and purchases of agricultural products. Major sales<br />

and purchases being hedged include wheat, sorghum and canola; and<br />

– for trading purposes.<br />

At year end, the consolidated entity has the following commodity futures:<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Commodity futures AUD per tonne tonnes tonnes<br />

Not later than one year<br />

Buy futures – USD 178.35 186.30 819,281 612,894<br />

Buy futures – CAD 337.77 398.05 2,500 29,300<br />

Sell futures – USD 171.14 222.76 (904,352) (796,871)<br />

Sell futures – CAD 337.77 397.26 (89,700) (34,580)<br />

Later than one year but not later than two years<br />

Buy futures – CAD 354.04 – 4,300 –<br />

Sell futures – CAD 354.04 – (17,500) –<br />

Total (185,471) (189,257)<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

delta (i) delta (i)<br />

Commodity options AUD per tonne tonnes tonnes<br />

Not later than one year<br />

Buy Call option 191.10 209.54 48,828 607,189<br />

Sell Call option 184.15 201.78 (44,159) (339,024)<br />

Buy Put option 166.55 175.28 (364,343) (297,011)<br />

Sell Put option 170.60 182.67 529,044 424,991<br />

Total 169,370 396,145<br />

(i) Delta ia a measure of an option’s sensitivity to changes in the price of an underlying asset.<br />

94


31. FINANCIAL INSTRUMENTS (continued)<br />

(c) Commodity price risk (continued)<br />

The net deferred costs and gains and losses on commodity hedges of anticipated sales and purchases recognised in the statement of financial position<br />

and the timing of their anticipated recognition as part of sales and purchases are:<br />

Consolidated<br />

Net deferred gains/(losses)<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Not later than one year 3,256 1,567<br />

Later than one year but not later than two years 84 –<br />

3,340 1,567<br />

The consolidated entity enters into commodity transactions with external counterparties on behalf of <strong>AWB</strong> (International) <strong>Limited</strong>. These<br />

transactions are then passed on to <strong>AWB</strong> (International) <strong>Limited</strong> via a commodity contract.<br />

At year end, the consolidated entity has the following commodity futures and options on behalf of <strong>AWB</strong> (International) <strong>Limited</strong>:<br />

Consolidated<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Commodity futures AUD per tonne tonnes tonnes<br />

Not later than one year<br />

Buy futures 170.56 196.04 892,806 526,349<br />

Sell futures 170.46 195.24 (2,325,840) (693,180)<br />

Total (1,433,034) (166,831)<br />

Commodity options<br />

Not later than one year<br />

Buy Call option 177.23 201.31 670,999 1,339,685<br />

Sell Call option 188.97 202.14 (411,635) (221,943)<br />

Buy Put option 186.95 180.56 (851,846) (1,087,669)<br />

Sell Put option 167.55 184.17 234,734 1,100,188<br />

Total (357,748) 1,130,261<br />

(d) Freight<br />

Consolidated<br />

Forward freight agreements <strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

Weighted average rate per day days days<br />

Buy USD Freight<br />

Not later than one year (31,228) (14,613) 3,465 2,619<br />

Later than one year but not later than two years (30,251) (14,050) 276 853<br />

Later than two years but not later than three years – (12,950) – 122<br />

Sell USD Freight<br />

Not later than one year 31,586 17,149 3,288 1,798<br />

Later than one year but not later than two years 21,581 – 276 –<br />

Later than two years but not later than three years – 16,683 – 366<br />

The marked to market value of forward freight agreements is recognised in the statement of financial performance.<br />

(e) Credit risk exposure<br />

Credit risk reports the loss that would be recognised if counterparties failed to perform as contracted.<br />

Recognised financial instruments<br />

The credit risk on financial assets, excluding investments, of the consolidated entity which have been recognised on the statement of financial<br />

position, is the carrying amount net of any provision for doubtful debts or counterparty risk.<br />

The consolidated entity minimises concentration of credit risk by undertaking transactions with a large number of customers and obtaining credit<br />

insurance for certain customers.<br />

95


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

31. FINANCIAL INSTRUMENTS (continued)<br />

(e) Credit risk exposure (continued)<br />

Under the terms of the grower loan contracts, any distributions from the <strong>AWB</strong> National Pools are applied as repayments of the outstanding loan<br />

balance. The loans are advanced on a non–recourse basis; any shortfall on repayment is underwritten by <strong>AWB</strong> Harvest Finance <strong>Limited</strong>.<br />

Unrecognised financial instruments<br />

Credit risk on derivative contracts which have not been recognised on the statement of financial position is minimised as counterparties are<br />

recognised financial intermediaries with acceptable credit ratings.<br />

(f ) Net fair values<br />

Recognised financial instruments<br />

The carrying amounts and net fair values of financial assets and financial liabilities, at balance date are as follows:<br />

Carrying amount<br />

Net fair value<br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Financial assets<br />

Cash assets 48,225 54,785 48,225 54,785<br />

Receivables 1,714,611 1,006,482 1,714,611 1,006,482<br />

Short-term deposits 515,829 36,005 515,829 36,005<br />

Financial assets – other 213,060 101,888 213,060 101,888<br />

Shares 144,571 138,066 190,986 138,066<br />

Total financial assets 2,636,296 1,337,226 2,682,711 1,337,226<br />

Financial liabilities<br />

Payables 533,927 356,615 533,927 356,615<br />

Borrowings 1,902,106 1,062,884 1,902,106 1,062,884<br />

Financial liabilities – other 141,066 66,800 141,066 66,800<br />

Unearned income 2,611 9,458 2,611 9,458<br />

Net deferred gains and losses 1,767 3,684 1,767 3,684<br />

Total financial liabilities 2,581,477 1,499,441 2,581,477 1,499,441<br />

Unrecognised financial instruments<br />

The net fair values of financial instruments not recognised in the statement of financial position held as at the reporting date are:<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Interest rate swaps 154 (905)<br />

Interest rate options 55 151<br />

Interest rate futures 8 –<br />

217 (754)<br />

Interest rate futures and exchange traded options: The net fair value for interest rate futures and exchange traded options is calculated as the value of<br />

the variation margin on the last business day of the period.<br />

Interest rate swaps, over the counter options and forward rate agreements: The net fair value of these instruments represents the value that would be<br />

obtained in a liquid market if these positions were liquidated.<br />

96


32. DEED OF CROSS GUARANTEE<br />

Pursuant to ASIC Class Order 98/1418 (as amended) dated August 1998, the following wholly owned subsidiaries are relieved from the<br />

Corporations Act 2001 requirements for preparation, audit, and lodgement of financial reports and directors’ report: <strong>AWB</strong> Finance <strong>Limited</strong>, <strong>AWB</strong><br />

(Australia) <strong>Limited</strong>, <strong>AWB</strong> GrainFlow Pty Ltd (formerly <strong>AWB</strong> Grain Centres Pty Ltd), <strong>AWB</strong> Investments <strong>Limited</strong>, Landmark Rural Holdings<br />

<strong>Limited</strong>, Johnstone River Transport Pty Ltd, Landmark (Qld) <strong>Limited</strong> and IAMA Agribusiness Pty Ltd.<br />

It is a condition of the Class Order that <strong>AWB</strong> <strong>Limited</strong> and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is<br />

that <strong>AWB</strong> <strong>Limited</strong> guarantees to pay any deficiency in the event of winding up any of the wholly owned subsidiaries listed below.<br />

The subsidiaries that are parties to the Deed are:<br />

<strong>AWB</strong> Finance <strong>Limited</strong><br />

<strong>AWB</strong> (Australia) <strong>Limited</strong><br />

<strong>AWB</strong> GrainFlow Pty <strong>Limited</strong> (formerly <strong>AWB</strong> Grain Centres Pty <strong>Limited</strong>)<br />

<strong>AWB</strong> Investments <strong>Limited</strong><br />

Landmark Rural Holdings <strong>Limited</strong><br />

Johnstone River Transport Pty <strong>Limited</strong><br />

Landmark Operations <strong>Limited</strong><br />

Landmark (Qld) <strong>Limited</strong><br />

IAMA Agribusiness Pty <strong>Limited</strong><br />

A consolidated summarised statement of financial performance and a consolidated statement of financial position, comprising <strong>AWB</strong> <strong>Limited</strong> and<br />

controlled entities which are parties to the Deed after eliminating all transactions between parties to the Deed of Cross Guarantee, are set out below.<br />

Summarised statement of financial performance<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Profit from ordinary activities before income tax expense 75,668 51,377<br />

Income tax expense relating to ordinary activities (25,848) (11,432)<br />

Net profit from ordinary activities after income tax expense 49,820 39,945<br />

Retained profits at the beginning of the year 70,215 68,639<br />

Dividends recognised during the year (83,292) (38,369)<br />

Retained profits at the end of the year 36,743 70,215<br />

Statement of financial position<br />

Current assets<br />

Cash assets 16,860 2,337<br />

Receivables 945,434 631,273<br />

Inventories 179,517 62,111<br />

Other financial assets 37,702 104,978<br />

Current tax assets – 19,562<br />

Other assets 6,374 767<br />

Total current assets 1,185,887 821,028<br />

Non–current assets<br />

Receivables 176,223 54,711<br />

Investments accounted for using the equity method 14,879 10,307<br />

Other financial assets 198,973 862,734<br />

Intangible assets 514,941 172<br />

Property, plant and equipment 254,776 210,514<br />

Deferred tax assets 32,293 26,501<br />

Total non–current assets 1,192,085 1,164,939<br />

Total assets 2,377,972 1,985,967<br />

Current liabilities<br />

Payables 261,077 132,977<br />

Interest bearing liabilities 1,002,091 863,437<br />

Current tax liabilities 13,151 –<br />

Provisions 41,381 16,198<br />

Other liabilities 51,085 39,255<br />

Total current liabilities 1,368,785 1,051,867<br />

97


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

32. DEED OF CROSS GUARANTEE (continued)<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

$'000 $'000<br />

Non–current liabilities<br />

Interest bearing liabilities 1,131 –<br />

Provisions 2,738 1,721<br />

Deferred tax liabilities 8,810 6,329<br />

Total non–current liabilities 12,679 8,050<br />

Total liabilities 1,381,464 1,059,917<br />

Net assets 996,508 926,050<br />

Equity<br />

Contributed equity 953,403 848,958<br />

Reserves 6,362 6,877<br />

Retained profits 36,743 70,215<br />

Total equity 996,508 926,050<br />

33. CONTROLLED ENTITIES<br />

Percentage of equity interest held<br />

by the consolidated entity<br />

<strong>2004</strong> 2003<br />

(a) Particulars in relation to controlled entities % %<br />

Name<br />

Country of incorporation<br />

Parent<br />

<strong>AWB</strong> <strong>Limited</strong><br />

Australia<br />

Controlled entities<br />

ACN 005 144 445 Pty <strong>Limited</strong> Australia 100 100<br />

ACN 053 109 069 (formerly Farmland Pty <strong>Limited</strong>) Australia 100 100<br />

ACN 089 443 407 Pty <strong>Limited</strong> Australia 100 100<br />

Agrifood Technology Pty <strong>Limited</strong> Australia 100 100<br />

Aussigold Produce Pty <strong>Limited</strong> Australia 100 100<br />

Australian Seed Inoculants Pty <strong>Limited</strong> Australia 100 100<br />

Australian Wheat Board Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> (Australia) <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> (Geneva) SA Switzerland 100 100<br />

<strong>AWB</strong> (International) <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> (USA) <strong>Limited</strong> USA 100 100<br />

<strong>AWB</strong> Asia <strong>Limited</strong> Hong Kong 100 100<br />

<strong>AWB</strong> Commercial Funding <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Custodians Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Finance <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> GrainFlow Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Harvest Finance <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Investments <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Japan Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> MPT Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Plant Breeding Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Research Pty <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> RiskAssist <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong> Services <strong>Limited</strong> Australia 100 100<br />

<strong>AWB</strong>–Zen–noh <strong>Limited</strong> Japan 51 51<br />

Barrobook Pty <strong>Limited</strong> Australia 100 100<br />

Big N Distributors Pty <strong>Limited</strong> Australia 100 100<br />

Bushridge Pty <strong>Limited</strong> Australia 100 100<br />

Ceres Risk & Insurance Solutions Pty <strong>Limited</strong> New Zealand 100 –<br />

Dairy Rural Pty <strong>Limited</strong> Australia 100 100<br />

Farmland Pty <strong>Limited</strong> (formerly Berriwillock Nominees Pty <strong>Limited</strong>) Australia 100 100<br />

Frank Sauer and Sons Pty <strong>Limited</strong> Australia 100 100<br />

98


33. CONTROLLED ENTITIES (continued)<br />

(a) Particulars in relation to controlled entities (continued)<br />

Name<br />

Controlled entities<br />

Franklin Smith IAMA Pty <strong>Limited</strong><br />

Glencoe Distributors Pty <strong>Limited</strong><br />

Goldref Pty <strong>Limited</strong><br />

IAMA (Qld) Pty <strong>Limited</strong><br />

IAMA (SA) Pty <strong>Limited</strong><br />

IAMA Agribusiness Pty <strong>Limited</strong><br />

IAMA Insurance Brokers Holdings Pty <strong>Limited</strong><br />

IAMA Insurance Brokers Pty <strong>Limited</strong><br />

IAMA Irritech Pty <strong>Limited</strong><br />

IAMA Superannuation Fund Pty <strong>Limited</strong><br />

ISP Nominees Pty <strong>Limited</strong><br />

J O'Malley & Co Pty <strong>Limited</strong><br />

Johnstone River Transport Pty <strong>Limited</strong><br />

Kerin Lange Rural Pty <strong>Limited</strong><br />

Landmark (Qld) <strong>Limited</strong><br />

Landmark Holdings (Vic) Pty <strong>Limited</strong><br />

Landmark Operations <strong>Limited</strong><br />

Landmark Realty (Qld) Pty <strong>Limited</strong><br />

Landmark Realty (Tas) Pty <strong>Limited</strong> (formerly Rangal Holdings Pty <strong>Limited</strong>)<br />

Landmark Realty (WA) Pty <strong>Limited</strong><br />

Landmark Risk Management Pty <strong>Limited</strong><br />

Landmark Rural Holdings <strong>Limited</strong><br />

Landmark Tenderland Pty <strong>Limited</strong><br />

Landmark Wool Pty <strong>Limited</strong><br />

Langes Agribusiness Pty <strong>Limited</strong><br />

Laxstone Pty <strong>Limited</strong><br />

Lenmost Pty <strong>Limited</strong><br />

Macquarie Valley Distributors Pty <strong>Limited</strong><br />

Mallee Chemicals Pty <strong>Limited</strong><br />

North Central Nominees Pty <strong>Limited</strong><br />

O'Malley Distribution Group Pty <strong>Limited</strong><br />

Presoval Pty <strong>Limited</strong><br />

RVL Distribution Pty <strong>Limited</strong><br />

Riverland IAMA Pty <strong>Limited</strong><br />

SBS IAMA Real Estate Pty <strong>Limited</strong><br />

Seed & Grain Sales Pty <strong>Limited</strong><br />

Seedtech Pty <strong>Limited</strong><br />

Vivco Rural Supplies Pty <strong>Limited</strong><br />

Wimmal Distributors Pty <strong>Limited</strong><br />

Percentage of equity interest held<br />

by the consolidated entity<br />

<strong>2004</strong> 2003<br />

% %<br />

Country of incorporation<br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 50 50 <br />

Australia 100 100 <br />

Australia 100 –<br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 100 100 <br />

Australia 56 56 <br />

Australia 100 100 <br />

Australia 100 100 <br />

99


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

33. CONTROLLED ENTITIES (continued)<br />

(b) Acquisition of controlled entities<br />

On 29 August 2003, the consolidated entity purchased 100% of Landmark Rural Holdings <strong>Limited</strong> and Johnstone River Transport Pty <strong>Limited</strong>, and<br />

the operating result of these entities was included in the consolidated operating profit from that date. Details of the acquisitions are as follows:<br />

Consolidated<br />

<strong>AWB</strong> <strong>Limited</strong><br />

<strong>2004</strong> 2003 <strong>2004</strong> 2003<br />

$'000 $'000 $'000 $'000<br />

Consideration – 718,400 – –<br />

Associated costs of acquisition – 11,660 – –<br />

– 730,060 – –<br />

Less: – third instalment payable after balance date – (38,400) – –<br />

– cash acquired in Landmark – (148,895) – –<br />

Outflow of cash – 542,765 – –<br />

Fair value of net assets of entity acquired:<br />

Cash assets – 148,895 – –<br />

Receivables – 281,664 – –<br />

Inventories – 120,975 – –<br />

Other assets – 2,738 – –<br />

Investments accounted for using the equity method – 2,134 – –<br />

Other financial assets – 1,048 – –<br />

Intangible assets – 156 – –<br />

Property, plant and equipment – 121,939 – –<br />

Future income tax benefit – 13,327 – –<br />

Payables – (166,272) – –<br />

Interest bearing deposits – (281,613) – –<br />

Current tax liabilities – (2,652) – –<br />

Provisions – (29,482) – –<br />

Provision for restructure – (5,317) – –<br />

Other liabilities – (8,954) – –<br />

Deferred tax liabilities – (2,801) – –<br />

Outside equity interests at acquisition – (1,383) – –<br />

– 194,402 – –<br />

Goodwill on acquisition – 535,658 – –<br />

Consideration (including associated costs) – 730,060 – –<br />

The third instalment of $38.4 million was paid in the <strong>2004</strong> financial year and a receipt $16.8 million was received for a net tangible asset price<br />

adjustment. Additional associated costs amounting to $0.46 million were incurred.<br />

34. EARNINGS PER SHARE<br />

Consolidated<br />

<strong>2004</strong> 2003<br />

Basic earnings per share (cents) 28.8 15.9<br />

Diluted earnings per share (cents) 28.8 15.9<br />

Reconciliation of earnings used in calculating earnings per share:<br />

$'000<br />

$'000<br />

Net profit from ordinary activities after income tax expense 97,651 44,150<br />

Net profit attributable to outside equity interests (789) (259)<br />

96,862 43,891<br />

Number Number<br />

Weighted average number of ordinary shares used in calculating basic earnings per share 335,925,956 276,470,797<br />

Effect of dilutive securities – performance rights 300,153 258,306<br />

Weighted average number of ordinary shares used in calculating dilutive earnings per share 336,226,109 276,729,103<br />

100


35. SUBSEQUENT EVENTS<br />

(a) <strong>2004</strong><br />

There are no subsequent events which are likely to have a material effect<br />

on the consolidated entity's financial statements. For dividends declared<br />

after 30 September <strong>2004</strong>, see Note 22.<br />

(b) 2003<br />

There were no subsequent events which were likely to have a material<br />

effect on the consolidated entity's financial statements. For dividends<br />

declared after 30 September 2003, see Note 22.<br />

36. DISCLOSING THE IMPACT OF ADOPTING AASB EQUIVALENTS TO INTERNATIONAL FINANCIAL<br />

REPORTING STANDARDS (A-IFRS)<br />

The consolidated financial statements of the <strong>AWB</strong> Group are prepared<br />

in accordance with the summary of significant accounting policies at<br />

Note 1. The Australian Accounting Standards Board (AASB) is adopting<br />

Australian equivalents to International Financial <strong>Report</strong>ing Standards<br />

(A–IFRS) for application to reporting periods beginning on or after 1<br />

January 2005. The adoption of A–IFRS will be first reflected in the<br />

consolidated entity's financial statements for the half year ending 31<br />

March 2006 and the year ending 30 September 2006.<br />

Entities complying with A–IFRS for the first time will be required to<br />

restate their comparative financial statements to amounts reflecting the<br />

application of A–IFRS to that comparative period. Adjustments required<br />

on transition to A–IFRS are likely to be made, retrospectively, against<br />

opening retained earnings as at 1 October <strong>2004</strong>. Additionally, certain<br />

assets and liabilities may not qualify for recognition under A–IFRS, and<br />

will need to be derecognised whereas other asset and liabilities not<br />

previously recognised may need to be recognised under A–IFRS. As a<br />

result, the statement of financial position presented at 30 September<br />

2005 may not equate to the balances presented as comparative numbers<br />

in the 30 September 2006 financial report.<br />

<strong>AWB</strong> has commenced a review and amendment of its accounting<br />

policies and financial reporting from current Australian Standards to<br />

A–IFRS. The company engaged Deloitte Touche Tohmatsu (Deloitte) to<br />

conduct an impact study to assist in identifying the key areas that will be<br />

impacted by the transition to A–IFRS. This A–IFRS impact study has<br />

formed the basis of structuring an A–IFRS implementation project<br />

within <strong>AWB</strong> with which Deloitte is continuing to assist.<br />

The release of the A–IFRS and the structuring of an A–IFRS<br />

implementation project have enabled information to be gathered on the<br />

impact on accounting systems, future results, accounting policies and<br />

procedures. The A–IFRS implementation is currently on schedule with<br />

progress reported periodically to meetings of the Audit Committee.<br />

The following are explanations of expected major changes in accounting<br />

policies. There is no reliably estimable quantitative information relevant<br />

to assessing the expected future impacts on the consolidated entity's<br />

reported financial position and future financial performance resulting<br />

from the adoption of A–IFRS.<br />

(a) Share based payments<br />

Under AASB 2, the consolidated entity will be required to recognise an<br />

expense in the Statement of Financial Performance for the fair value of<br />

equity based remuneration granted to employees after 7 November 2002<br />

which has not vested as at 1 January 2005. On the initial adoption of<br />

A–IFRS, the consolidated entity will be required to adjust opening<br />

retained earnings at 1 October <strong>2004</strong> and 30 September 2005<br />

comparative financial data for that portion of the fair value of those<br />

share based payments granted after 7 November 2002 which vest after 1<br />

January 2005 that would have been expensed under AASB 2.<br />

Employee Share Plan<br />

The value of the shares issued, as determined by the fair value on the<br />

date of issue, must be recognised as an employee benefits expense with a<br />

corresponding increase in equity. The consolidated entity's current<br />

policy is not to recognise any amounts in respect of the issue of these<br />

shares.<br />

Performance Rights Plan<br />

The fair value of performance rights issued in December 2002 (effective<br />

date: 1 October 2002), March <strong>2004</strong> (effective date: 1 October 2003)<br />

and any future grants will be recognised as an employee benefits expense<br />

over the expected vesting period with a corresponding increase in equity.<br />

The consolidated entity's current policy is not to recognise any amounts<br />

in respect of the issue of these rights.<br />

Equity Share Plan<br />

The value of the shares issued, as determined by market value on the<br />

date of issue, will be recognised as an employee benefits expense with a<br />

corresponding increase in equity. The consolidated entity's current<br />

policy is not to recognise any amounts in respect of the issue of these<br />

shares.<br />

Reliable estimation of the future financial impacts of these changes in<br />

accounting policies is impracticable because the details of future share<br />

based remuneration and the conditions under which fair value will be<br />

determined are not yet known.<br />

(b) Goodwill<br />

Under AASB 3 Business Combinations, goodwill will no longer be able<br />

to be amortised but instead will be subject to annual impairment testing.<br />

This will result in a change in the consolidated entity’s current<br />

accounting policy which amortises goodwill over 20 years or the<br />

expected useful life. Under the new policy, amortisation will no longer<br />

be charged, but goodwill will be written down to the extent it is<br />

impaired. Reliable estimation of the future financial effects of this<br />

change in accounting policy is impracticable because the conditions<br />

under which impairment will be assessed are not yet known.<br />

(c) Impairment of Assets<br />

Under AASB 136 Impairment of Assets, the recoverable amount of an<br />

asset is determined as the higher of fair value and value in use. This will<br />

result in a change in the consolidated entity’s current accounting policy<br />

which determines the recoverable amount of an asset. Under A–IFRS,<br />

impairment of assets may be recognised sooner and the amount of<br />

write–downs may be greater. Reliable estimation of the future financial<br />

effects of this change in accounting policy is impracticable because the<br />

conditions under which impairment will be assessed are not yet known.<br />

101


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED 30 SEPTEMBER <strong>2004</strong><br />

36. DISCLOSING THE IMPACT OF ADOPTING AASB EQUIVALENTS TO INTERNATIONAL FINANCIAL<br />

REPORTING STANDARDS (A-IFRS) (continued)<br />

(d) Inventories<br />

AASB 102 Inventories will not be applicable to the measurement of<br />

inventories held by commodity broker–traders who acquire inventories<br />

principally with the purpose of selling in the near future and generating<br />

a profit from fluctuations in price or broker–traders' margin. The<br />

inventories of commodity broker–traders will be able to be measured at<br />

fair value less costs to sell with changes in fair value less costs to sell<br />

recognised in the statement of financial performance.<br />

<strong>AWB</strong> grain acquisition and trading activities are conducted as a<br />

commodity broker–trader. The consolidated entity's current policy is to<br />

recognise grain acquisition and trading inventories at the lower of cost or<br />

net realisable value. Reliable estimation of the future financial impact is<br />

impracticable because the scale of future inventories and the conditions<br />

under which their fair value will be assessed are not yet known.<br />

(e) Financial instruments: recognition and measurement<br />

Classification of financial instruments<br />

Under AASB 139 Financial Instruments: Recognition and Measurement,<br />

financial instruments will be required to be classified into one of the<br />

following categories which will, in turn, determine the accounting<br />

treatment of the item.<br />

(i) loans and receivables– measured at amortised cost;<br />

(ii) held to maturity – measured at amortised cost;<br />

(iii) held for trading – measured at fair value with fair value changes<br />

charged to net profit or loss;<br />

(iv) available for sale – measured at fair value with fair value changes<br />

taken to equity; and<br />

(v) non–trading liabilities – measured at amortised cost.<br />

This will result in a change in the current accounting policy that does not<br />

classify financial instruments in this prescribed manner. In addition, the<br />

fair value of certain derivative financial instruments is separately disclosed<br />

(refer Note 31 (f ) Financial Instruments) but not recognised the<br />

statement of financial position. The future financial effect of this change<br />

in accounting policy is not yet known as the classification and<br />

measurement process has not yet been fully completed and the conditions<br />

under which gains or losses will be measured are not yet known.<br />

Hedge accounting<br />

Under AASB 139 Financial Instruments: Recognition and Measurement,<br />

in order to achieve a qualifying hedge the consolidated entity is required<br />

to meet the following criteria:<br />

identify the type of hedge – fair value or cash flow;<br />

identify the hedged item or transaction;<br />

identify the nature of the risk being hedged;<br />

identify the hedging instrument;<br />

demonstrate that the hedge has been and will continue to be highly<br />

effective; and<br />

document the hedging relationship, including the risk management<br />

objectives and strategy for undertaking the hedge and how<br />

effectiveness will be tested.<br />

The consolidated entity applies hedge accounting to derivatives entered<br />

into for the purpose of hedging anticipated transactions as outlined at<br />

Note 1(h). These contracts are general hedges and may not be able to be<br />

separately identified and documented in accordance with the<br />

requirements of AASB 139. Where hedge accounting will no longer be<br />

able to be applied, all gains and losses on the contracts will be recognised<br />

in the statement of financial performance. Reliable estimation of the<br />

future financial impact is impracticable because assessment of the impact<br />

of implementing the required documentation changes is yet to be<br />

completed.<br />

(f) Income taxes<br />

Under AASB 112 Income Taxes, the consolidated entity will be required<br />

to use a balance sheet liability method which focuses on the tax effects of<br />

transactions and other events that affect amounts recognised in either<br />

the statement of financial position or a tax–based statement of financial<br />

position. Under current Australian Accounting Standards, income tax<br />

losses can only be brought to account as an asset if they are considered<br />

virtually certain of realisation. AASB 112 requires income tax losses to<br />

be brought to account as an asset if they are probable of realisation.<br />

Probable is defined as more likely than not. It is not expected that there<br />

will be any material impact as a result of adoption of this standard.<br />

102


DIRECTORS' DECLARATION<br />

In accordance with a resolution of the directors of <strong>AWB</strong> <strong>Limited</strong>, we state that:<br />

(1) in the opinion of the directors:<br />

(a) the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:<br />

– giving a true and fair view of the company's and consolidated entity's financial position as at 30 September <strong>2004</strong> and of their performance for<br />

the year ended on that date; and<br />

– complying with Accounting Standards and the Corporations Regulations 2001; and<br />

(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and<br />

(2) in the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the companies and parent entity<br />

which are party to the Deed of Cross Guarantee identified in Note 32 will be able to meet any obligations or liabilities to which they are or may<br />

become subject, by virtue of the Deed of Cross Guarantee.<br />

This declaration is made in accordance with a resolution of the directors on behalf of the board.<br />

Brendan Stewart<br />

Chairman<br />

Sydney<br />

24 November <strong>2004</strong><br />

Andrew Lindberg<br />

Managing Director<br />

103


INDEPENDENT AUDIT REPORT TO THE MEMBERS OF <strong>AWB</strong> LIMITED<br />

120 Collins Street<br />

Melbourne VIC 3000<br />

Australia<br />

Tel 61 3 9288 8000<br />

Fax 61 3 9654 6166<br />

DX 293 Melbourne<br />

GPO Box 67<br />

Melbourne VIC 3001<br />

Scope<br />

The financial report and directors’ responsibility<br />

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes<br />

to the financial statements, and the directors’ declaration for <strong>AWB</strong> <strong>Limited</strong> (the company) and the consolidated entity, for the year ended 30<br />

September <strong>2004</strong>. The consolidated entity comprises both the company and the entities it controlled during that year.<br />

The directors of the company are responsible for preparing a financial report that gives a true and fair view of the financial position and performance<br />

of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act<br />

2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect<br />

fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.<br />

Audit approach<br />

We conducted an independent audit of the financial report in order to express an opinion on it to the members of the company. Our audit was<br />

conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of<br />

material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent<br />

limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all<br />

material misstatements have been detected.<br />

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001,<br />

including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is<br />

consistent with our understanding of the company’s and the consolidated entity’s financial position, and of their performance as represented by the<br />

results of their operations and cash flows.<br />

We formed our audit opinion on the basis of these procedures, which included:<br />

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and<br />

assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by<br />

the directors.<br />

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our<br />

procedures, our audit was not designed to provide assurance on internal controls.<br />

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our<br />

other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by<br />

the directors and management of the company.<br />

Independence<br />

We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the<br />

Corporations Act 2001. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the<br />

financial statements. The provision of these services has not impaired our independence.<br />

Audit opinion<br />

In our opinion, the financial report of <strong>AWB</strong> <strong>Limited</strong> is in accordance with:<br />

(a) the Corporations Act 2001, including:<br />

(i) giving a true and fair view of the financial position of <strong>AWB</strong> <strong>Limited</strong> and the consolidated entity at 30 September <strong>2004</strong> and of their<br />

performance for the year ended on that date; and<br />

(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and<br />

(b) other mandatory financial reporting requirements in Australia.<br />

Ernst & Young<br />

Melbourne<br />

24 November <strong>2004</strong><br />

I H Miller<br />

Partner<br />

Liability limited by the Accountants Scheme, approved under the Professional Standards Act 1994 (NSW).<br />

104


ASX ADDITIONAL INFORMATION<br />

SHAREHOLDER INFORMATION<br />

Additional information required by the Australian Stock Exchange and not shown elsewhere in this report is as follows. The information is current<br />

as at 14 December <strong>2004</strong>.<br />

a) Distribution of equity securities<br />

The number of shareholders, by size of holding, in each class of share are:<br />

Ordinary shares<br />

Number of holders<br />

Number of shares<br />

1 – 1,000 26,601 9,893,291<br />

1,001 – 5,000 24,313 61,688,838<br />

5,001 – 10,000 7,695 54,412,152<br />

10,001 – 100,000 6,086 119,975,284<br />

100,001 and over 85 96,073,353<br />

64,780 342,042,918<br />

The number of shareholders holding less than a marketable parcel of shares are: 7,027 401,077<br />

b) Twenty largest shareholders<br />

The names of the twenty largest holders of quoted shares are:<br />

Listed ordinary shares<br />

Number of shares<br />

Percentage of<br />

ordinary shares<br />

1 J P Morgan Nominees Australia <strong>Limited</strong> 17,087,881 5.00%<br />

2 National Nominees <strong>Limited</strong> 15,798,749 4.62%<br />

3 Westpac Custodian Nominees <strong>Limited</strong> 10,521,972 3.08%<br />

4 Citicorp Nominees Pty <strong>Limited</strong> 8,180,902 2.39%<br />

5 RBC Global Services Australia Nominees Pty <strong>Limited</strong> 5,337,601 1.56%<br />

6 J P Morgan Nominees Australia <strong>Limited</strong> 2,336,531 0.68%<br />

7 HSBC Custody Nominees (Australia) <strong>Limited</strong> 2,131,827 0.62%<br />

8 Westpac Financial Services <strong>Limited</strong> 2,105,400 0.62%<br />

9 CPU Share Plans Pty <strong>Limited</strong> 1,962,724 0.57%<br />

10 RBC Global Services Australia Nominees Pty <strong>Limited</strong> 1,915,174 0.56%<br />

11 Bond Street Custodians <strong>Limited</strong> 1,733,281 0.51%<br />

12 Citicorp Nominees Pty <strong>Limited</strong> 1,427,343 0.42%<br />

13 AMP Life <strong>Limited</strong> 1,356,857 0.40%<br />

14 ANZ Nominees <strong>Limited</strong> 1,280,698 0.37%<br />

15 Citicorp Nominees Pty <strong>Limited</strong> 1,190,218 0.35%<br />

16 Bond Street Custodians <strong>Limited</strong> 1,150,584 0.34%<br />

17 Citicorp Nominees Pty <strong>Limited</strong> 1,092,318 0.32%<br />

18 Pan Australian Nominees Pty <strong>Limited</strong> 1,054,024 0.31%<br />

19 Citicorp Nominees Pty <strong>Limited</strong> 946,895 0.28%<br />

20 Queensland Investment Corporation 657,258 0.19%<br />

c) Substantial shareholders<br />

79,268,237 23.17%<br />

The only substantial shareholder as at 14 December <strong>2004</strong> was J P Morgan Nominees Australia <strong>Limited</strong> with 17,087,881 <strong>AWB</strong> B class shares<br />

representing 5.00% of issued capital.<br />

105


SHAREHOLDER COMMUNICATION<br />

FINANCIAL CALENDAR – 2005<br />

<strong>Annual</strong> General Meeting<br />

Half year end<br />

Half year results and interim dividend announced<br />

Full year end<br />

Full year results and final dividend announced<br />

DUAL CLASS SHARE STRUCTURE<br />

<strong>AWB</strong> <strong>Limited</strong> has two classes of shares:<br />

10 Mar<br />

31 Mar<br />

25 May<br />

30 Sep<br />

30 Nov<br />

A class shares – can only be issued to current wheat growers (that meet<br />

the definition of a grower in the constitution). These cannot be<br />

transferred and must be redeemed when the A class shareholder ceases<br />

to be a wheat grower. A class shares are not entitled to receive any<br />

dividends; however, they do carry other important rights giving A class<br />

shareholders control of <strong>AWB</strong>, including giving A class shareholders the<br />

ability to elect a majority of the board of directors; and<br />

B class shares – the only class of shares that are quoted on the<br />

Australian Stock Exchange (ASX). B class shares carry rights to receive<br />

dividends and the right to elect a minority of the board of directors.<br />

They can be freely traded between wheat growers and non growers,<br />

subject to no shareholder owning more than 10% of the B class shares<br />

on issue.<br />

VOTING RIGHTS<br />

The voting rights for holders of each <strong>AWB</strong> share class are as follows:<br />

A class shares – on a show of hands, the holder of an A class share has<br />

one vote and on a poll the holder has the number of votes determined<br />

by their annual grown and harvested wheat tonnage deliveries as follows:<br />

one vote; plus<br />

an additional vote if their average annual tonnage of wheat delivered<br />

to the <strong>AWB</strong> Group is more than 33 1/3 tonnes per year for the three<br />

years ending at the prior financial year; plus<br />

an additional vote for each 500 tonnes, or part thereof, per year of<br />

average annual tonnage delivered by the A class shareholder to the<br />

<strong>AWB</strong> Group above 500 tonnes per year for the three years ending at<br />

the prior financial year.<br />

At 30 September <strong>2004</strong>, there were 28,596 A class shares.<br />

B class shares – on a show of hands, the holder of a B class share has<br />

one vote and on a poll the holder has one vote for each B class<br />

share held.<br />

At 30 September <strong>2004</strong>, there were 64,339 B class shareholders.<br />

ANNUAL GENERAL MEETING<br />

<strong>AWB</strong>’s <strong>Annual</strong> General Meeting will be held at 12 noon (Melbourne<br />

time) on Thursday 10 March 2005 at the La Trobe Theatre, Level 2,<br />

Melbourne Convention Centre, Cnr Spencer and Flinders Streets,<br />

Melbourne, Victoria. Details of the business of the meeting are<br />

contained in the separate Notice of Meetings sent to shareholders.<br />

DIVIDEND PAYMENT<br />

A final, fully franked dividend of 11 cents per share was paid on 17<br />

December <strong>2004</strong> to B class shareholders registered on the <strong>AWB</strong> share<br />

register at 3 December <strong>2004</strong>. For Australian tax purposes, the dividend<br />

was fully franked at the company tax rate of 30%.<br />

<strong>AWB</strong> continues to offer a Dividend Reinvestment Plan (DRP). Eligible<br />

shareholders can have all or part of the dividend reinvested in additional<br />

shares. Participation is entirely voluntary. Further details on the terms<br />

and conditions of the DRP can be found on <strong>AWB</strong>’s website at<br />

www.awb.com.au or by contacting the company’s share registry.<br />

STOCK EXCHANGE LISTING<br />

<strong>AWB</strong> B class shares are listed on the ASX and reported in the industrial<br />

section of daily newspapers under the code <strong>AWB</strong>.<br />

SHARE REGISTRY<br />

Computershare Investor Services Pty Ltd<br />

PO Box 14061 Melbourne City MC VIC 8001<br />

Tel: 1800 810 032<br />

Fax: 1800 800 053<br />

Please quote your current address together with your Securityholder<br />

Reference Number (SRN) or Holder Identification Number (HIN) as<br />

shown on your issuer sponsored / CHESS statements.<br />

CHANGE OF ADDRESS OR BANKING DETAILS<br />

Shareholders should notify the share registry in writing immediately of<br />

changes of address, or banking details for dividends electronically<br />

credited to a bank account.<br />

REMOVAL FROM ANNUAL REPORT MAILING LIST<br />

Shareholders who no longer want to receive the annual report should<br />

call the <strong>AWB</strong> share registry on 1800 810 032 to register their choice.<br />

Shareholders will continue to receive all other information including the<br />

notice of the annual general meeting and proxy form. The annual report<br />

can also be viewed on <strong>AWB</strong>’s website at www.awb.com.au.<br />

INVESTOR RELATIONS<br />

Investors with questions regarding <strong>AWB</strong> financial information are<br />

invited to contact:<br />

Investor Relations<br />

<strong>AWB</strong> <strong>Limited</strong><br />

380 La Trobe Street<br />

Melbourne VIC 3000<br />

Tel: 03 9209 2000<br />

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MAJOR ANNOUNCEMENTS TO THE AUSTRALIAN STOCK EXCHANGE<br />

2003<br />

1 October 2003<br />

<strong>AWB</strong> announces structural changes to ring fence its wheat export related<br />

operations, which will improve and protect the credit rating for <strong>AWB</strong><br />

Harvest Finance <strong>Limited</strong> in providing finance to growers who deliver to<br />

the National Pool.<br />

9 October 2003<br />

<strong>AWB</strong> announces its third distribution from the No.1 2002 <strong>AWB</strong><br />

National Pool, distributing more than $311 million to Australian wheat<br />

growers.<br />

20 October 2003<br />

<strong>AWB</strong> announces that it raised $43.8 million through its Share Purchase<br />

Plan which was offered to eligible shareholders in connection with the<br />

acquisition of Landmark.<br />

30 October 2003<br />

<strong>AWB</strong> offers B class shareholders the opportunity to participate in its<br />

Dividend Reinvestment Plan.<br />

26 November 2003<br />

<strong>AWB</strong> announces an after tax profit of $43.9 million for the 12 months<br />

ended 30 September 2003, and declares a final dividend of 11 cents per<br />

B class share.<br />

<strong>2004</strong><br />

13 January <strong>2004</strong><br />

<strong>AWB</strong> announces its fourth distribution from the No. 1 2002 <strong>AWB</strong><br />

National Pool, distributing more than $393 million to Australian wheat<br />

growers.<br />

19 January <strong>2004</strong><br />

Andrew Lindberg, Managing Director, is reappointed until September<br />

2008.<br />

9 February <strong>2004</strong><br />

<strong>AWB</strong> lifts its 2003/04 crop forecast to approximately 25 million tonnes.<br />

11 March <strong>2004</strong><br />

Steve Chamarette is elected as a director of <strong>AWB</strong> <strong>Limited</strong>, and Robert<br />

Barry is re-elected.<br />

29 March <strong>2004</strong><br />

<strong>AWB</strong> finalises 2002/03 <strong>AWB</strong> National Pools, with Australian wheat<br />

growers receiving their fifth and final distribution. The total pool equity<br />

from the drought-affected pool was $1.3 billion.<br />

8 April <strong>2004</strong><br />

<strong>AWB</strong> announces its first distribution payment from the 2003/04 <strong>AWB</strong><br />

National Pool, the largest first distribution ever made to Australian<br />

wheat growers of $970 million.<br />

10 May <strong>2004</strong><br />

<strong>AWB</strong> signs a Heads of Agreement with the Egyptian Government to<br />

establish a framework to explore a number of mutually beneficial<br />

opportunities to both parties.<br />

26 May <strong>2004</strong><br />

<strong>AWB</strong> reports an after tax profit of $54.1 million for the half year ended<br />

31 March <strong>2004</strong>, and declares an interim dividend of 14 cents per share.<br />

28 June <strong>2004</strong><br />

<strong>AWB</strong> and GrainCorp <strong>Limited</strong> announce the creation of a joint venture<br />

company to better manage the logistics of grain exports on the east coast<br />

of Australia.<br />

5 July <strong>2004</strong><br />

<strong>AWB</strong> announces a second distribution of $975 million from the<br />

2003/04 <strong>AWB</strong> National Pool to Australian wheat growers.<br />

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GLOSSARY<br />

<strong>AWB</strong> Basis Pool<br />

<strong>AWB</strong> Basis Pool is a multi-varietal pool contract. It takes advantage of the professionally managed “basis” premium achieved in the <strong>AWB</strong> National<br />

Pool and provides growers with an opportunity to establish specific international wheat prices using the Chicago Board of Trade wheat futures<br />

contracts and prevailing foreign exchange rates.<br />

<strong>AWB</strong> Group<br />

<strong>AWB</strong> <strong>Limited</strong> and its controlled entities.<br />

<strong>AWB</strong> RiskAssist<br />

<strong>AWB</strong> RiskAssist is a specialised risk management business service designed to help growers manage commodity futures and foreign exchange hedging<br />

with an <strong>AWB</strong> Basis Pool contract.<br />

Golden Rewards<br />

<strong>AWB</strong> Golden Rewards is a comprehensive payment and binning system for wheat marketed through the <strong>AWB</strong> National Pool and selected cash<br />

options. Golden Rewards is designed to provide pricing accuracy and market signals for Australia’s grain growers, ensuring that growers are rewarded<br />

for delivering the types of wheat demanded by <strong>AWB</strong>’s international customers. Growers have better defined financial targets to aim for in terms of<br />

higher protein content and lower screenings levels, and are no longer severely penalised if their wheat narrowly misses a minimum binning standard<br />

for one of these quality attributes.<br />

Gross Pool Value<br />

Gross Pool Value (GPV) is the sum of all export revenue and other value added by <strong>AWB</strong>. It represents the gross return to growers, and equates to the<br />

sum of pool returns prior to storage, handling, rail and fobbing deductions.<br />

Gross Written Premium<br />

Gross Written Premium (GWP) is the combined total of all base premiums from all insurance policies written in a book of insurance business over a<br />

defined period of time. Base premium is equal to the total premium charged for an insurance policy, less GST and government charges (i.e. stamp<br />

duty and fire service levy, if applicable). It is on the base premiums that commission is calculated, culminating in the Gross Profit earned by <strong>AWB</strong><br />

Landmark over a defined period of time.<br />

Value at Risk<br />

Value at Risk (VaR) measures the worst expected loss that the company can suffer over a given time interval under normal market conditions at a<br />

given confidence level. It assesses this risk by using statistical and simulation models designed to capture the volatility of positions held within the<br />

trading portfolio.<br />

VaR on a single position is calculated using the following inputs:<br />

The size of the position;<br />

The volatility of the market in which that position is held; and<br />

The period of time for which the position will be held<br />

Wheat Industry Benchmark<br />

The Wheat Industry Benchmark (WIB) is a comprehensive, rigorous benchmark that objectively measures the performance of the <strong>AWB</strong> National<br />

Pool. The WIB incorporates fundamental pricing principles and acts as a competing manager under prescribed <strong>AWB</strong>I Board policies and<br />

procedures. It assesses the primary revenues, costs and risk parameters that impact the <strong>AWB</strong> National Pool value and ultimate returns. It effectively<br />

replicates the pool model, in managing wheat exports with prescribed physical and risk management constraints, to achieve a benchmark pool value.<br />

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National and<br />

International Presence<br />

<strong>AWB</strong>/Landmark national locations<br />

ROYCE DESIGN <strong>AWB</strong> 5474<br />

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Head Office<br />

380 La Trobe Street<br />

Melbourne, Victoria 3000<br />

Tel: (03) 9209 2000<br />

1800 054 333 (Toll Free)<br />

Fax: (03) 9670 2782<br />

Web: www.awb.com.au<br />

ABN: 99 081 890 459<br />

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