AWB Limited - 2004 Annual Report
AWB Limited - 2004 Annual Report
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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