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AICD INFORMATION
ANNUAL REPORT
2003 / 2004
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CONTENTS
Chairman’s and Chief Executive Officer’s Report
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AICD Board
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National Division Reports • Education highlights • Finance highlights • Policy and Advocacy highlights • States and Marketing highlights • Publications highlights
5 5 5 6 7
AICD Committees
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State Division Reports • New South Wales • Victoria • Queensland • Australian Capital Territory • South Australia and Northern Territory • Western Australia • Tasmania
8 8 9 9 10 10 11
Corporate Governance
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Financial Report • Independent Audit Report • Directors’ Report • Statement of Financial Position • Statement of Financial Performance • Statement of Cash Flows • Notes to the Financial Statements • Directors’ Declaration
14 15 17 17 18 18 24
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CHAIRMAN’S AND CHIEF EXECUTIVE OFFICER’S REPORT
In 2003 / 2004 the roles and responsibilities of directors in Australia came under unprecedented scrutiny. Rules and regulations affecting boards became more complex and demanding. Some of the publicity on director matters was unfavourable. AICD recognised that it needed to have a greater effect on the debate in order to represent the interests of its members more effectively. To this end, a significant review was undertaken, resulting in a revision of AICD’s Constitution and a restructuring of the policy and communications areas. This occurred in tandem with significant investment in long-term infrastructure and IT to streamline member services and to enable AICD to meet the increasing challenges. This report describes the main milestones of the year.
Membership and member services AICD experienced a record year of membership growth. Membership increased by 6.8 per cent, to just under 19,000. This growth can be attributed to the relevance of events held by our state divisions across the country and that of the refreshed education product line, targeting directors at each stage of their board careers. The Directors’ Register, launched as a new service in July 2003, allows members who wish to be appointed to boards to place their details in a database that can be searched (under strict conditions). It exceeded its first targets, with 1,035 AICD members registered by 30 June 2004 and more than 200 searches performed for director positions. AICD expects services like this to be increasingly important in the value proposition it offers to members over the next few years. AICD’s website (www.companydirectors.com.au) had record traffic, averaging 480 users per day. To support growth in on-line distribution of information and services to members, the website structure and content management system has undergone an intensive review. A program to build a new website has been approved for the next financial year. The network of directors that AICD provides is often cited by members as a key benefit of membership. Record attendance at our many events this year proved that this remains the case. A total of 447 events were held across the country, attended by 24,374 people.
These events varied greatly, reflecting the differing needs and priorities of members in different parts of Australia. Overall, the mix of events shifted, with increased emphasis on education rather than networking alone. The average participation of our members in AICD activities increased over the year by more than ten per cent. A new “client management model” was implemented across AICD in early 2004, with training of all member services staff and division managers.
Education AICD’s education team rewrote and repackaged the flagship Company Directors Course for the 2004 calendar year. A record enrolment of 1,884 participants was achieved, up seven per cent on last year. Improvement in the quality of the Company Directors Course was reflected in high levels of satisfaction recorded by participants. A new course was launched in July 2003 for people who have already done the Company Directors Course and have significant board experience. Called The Advanced Program - from Survival to Mastery in the Boardroom, it achieved good initial satisfaction ratings and will become a permanent part of AICD’s education offering. In addition, 11 short courses were launched under the Directors Essentials series. These are designed to be offered on a modular basis and can be adapted, for example, to form tailored education programs inside companies.
Conference AICD’s Company Directors Conference in Port Douglas was once again very successful. More than 550 participants listened to the views of leading speakers and participated in workshops. Topics ranged from those designed to develop independence of mind among directors to practical advice on directorship and corporate governance that could be taken away and applied directly by participants in their boards.
Policy and Advocacy During the 2003 / 2004 financial year, AICD renewed the focus of its work on the key needs of directors in a period of change in Australia. Corporate governance standards have attracted a great deal of attention. Long-awaited legislative changes, partly in
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER’S REPORT (CONTINUED)
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response to corporate disasters such as HIH, were drafted and introduced as the financial year drew to a close. A review was undertaken during the year of AICD’s policy development, advocacy and public communication activities. The aim was to increase the effect AICD has on areas most relevant to directors with its limited resources. As a result, the advisory committees were restructured, a practice of “triage” was adopted to sharpen focus on the most critical issues and AICD’s communications function was strengthened. A new Corporate Governance Committee was established to work alongside the Law Committee and the re-named Reporting Committee. These three committees absorbed parts of the work of the former Economics and Taxation and Sustainability Committees. AICD wishes to acknowledge the work of the practising directors and experts who form its committees and to thank them for the very significant contributions they make. The highest priority policy project undertaken this year was the campaign to affect the drafting of the CLERP 91 legislation. This was a complex and controversial Bill containing many amendments to the corporations law and was the Government’s main response to the HIH Royal Commission. AICD formed a special CLERP 9 Task Force, which assisted it to lobby on specific points that had most effect on directors. One success (and AICD’s No. 1 objective) was the inclusion of a “due diligence” defence against potential liability of directors of companies accused of breaching the continuous disclosure regime. In the course of this project AICD held meetings with key representatives from all major political parties and regulators to ensure that the views of directors were understood, considered, and were reflected in the drafting of the Bill. The next year will see a key role for the AICD in assisting directors in implementing the CLERP 9 Act, which was passed on 30 June 2004.
Communications AICD’s corporate communications function was restructured and a proactive communications strategy was developed for implementation in the 2004/2005 financial year. Late in 2003, AICD launched The Boardroom Report, an electronic newsletter sponsored by KPMG. It was well received and now goes
to all AICD members every fortnight. The Boardroom Report covers hot topics for directors and has links to more detailed reports or articles. AICD Publications Services continued to add to information available to members with a new-look catalogue. Five new texts were published offering guidance to directors on specific topics, from sustainability to privacy legislation.
AICD staff As a part of the streamlining of management for the benefit of both members and staff, AICD put several new employee support programs into place. An employee induction program and a three-tier staff development program were introduced. Our new online staff system, “TESS” (The Employee Support System), was completed and rolled out across all offices. A staff satisfaction survey was conducted with the findings recorded and subsequent recommendations implemented throughout the year. A review of the reward and recognition programs was also conducted with anomalies and inequalities in commission structures for staff highlighted and dealt with in June 2004. We would like to acknowledge the contributions of AICD’s staff of about 80 across Australia, whose work delivered all of the results described here.
IT infrastructure The past year has also been one of considerable investment in AICD’s systems and infrastructure, for both members and staff. A long-term IT roadmap for AICD was signed off in March 2004 to ensure that the IT platforms for all AICD administrative, membership, sales and web systems are updated. This investment will provide for greater efficiency and improved services for members in the areas of sales, communications and database management. The increasing importance of the web as a channel was demonstrated by revenue of $785,000 being earned through web-based sales.
Finance Growth in membership, event participation and attendance at education courses is reflected in the year’s robust financial result. AICD revenue for the year was $19.97 million, a growth of 6.7 per cent, with a bottom-line surplus of $471,065.
D P Mercer FAICD Chairman
Ralph Evans FAICD Chief Executive Officer
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Corporate Law Economic Reform Program No.9
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AICD BOARD
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Mr Don Mercer FAICD, Chairman Chairman, Australia Pacific Airports Ltd; Orica Ltd; State Orchestra of Victoria. Don has been a practising director for the past 21 years. Prior to full-time professional directorship, he spent 19 years in the petroleum industry and 13 years in the banking sector, including five years as chief executive officer of ANZ Bank.
Dr Helen Nugent AO FAICD, National Director Chairman, Swiss Re (Australia); Funds SA; Director, Macquarie Bank; Origin Energy; Carter Holt Harvey; Unitab. Helen is a full time company director. Prior to 1999, she was Director of Strategy at Westpac Banking Corporation and a member of the Bank’s Executive Team. A former Partner at McKinsey and Company, and Professor in Management and Director of the MBA program at the Australian Graduate School of Management, Helen is actively involved in the arts.
Mr Gerald Loughran FAICD, President, Tasmania Division Chairman, Crisp Bros/Hayward Pty Ltd; Peppermint Bay Pty Ltd; Tasmania Community Fund; Director, Aurora Energy Pty Ltd; Webster Ltd; Loughrans Investments Pty Ltd. Gerald has been a practising director for more than 21 years. Prior to full-time professional directorship, Gerald was responsible for building the business of one of Tasmania’s leading retailers.
Mr Terence Budge FAICD, President, Western Australia Division Director, Leadership WA; Visiting Professor and Senator of Murdoch University; Member, Federal Government’s Financial Sector Advisory Council. Terry Budge has had over 30 years’ experience in the Australian banking industry. Most recently he was Managing Director of BankWest from December 1997 to May 2004. He previously worked at National Australia Bank for 25 years in a number of senior executive roles.
Mr Andrew Guy FAICD, National Director Consultant, Allens Arthur Robinson; Director, AVIVA Australia Holdings Ltd; Djerriwarrh Investments Ltd; Paperlinx Ltd.
Mr John Massey FAICD, National Director Chairman, AV Syntec Group Ltd; Ventracor Ltd; Cardno Limited; Director, Dairy Australia Ltd; KR Castlemaine Foods Group.
Andrew has been a practising director for 21 years. A former managing partner of Arthur Robinson and Hedderwicks, Andrew has extensive legal experience in commercial and securities law.
John became a full time professional director in 1997 after more than 20 years as a chief executive with extensive and broadly-based commercial experience spanning a range of industries. He has been a practising director since 1973.
Mr James Morris FAICD, President, Australian Capital Territory Division Director, Mirinjani; Executive Director, National Heart Foundation (ACT).
Dr Jane Wilson FAICD, President, Queensland Division Chairman, Horticulture Australia Ltd; IMBcom Ltd; Director, UQ Holdings Ltd; Protagonist Ltd; Winston Churchill Memorial Trust; National Archives of Australia Advisory Board.
James has been the Executive Director for the National Heart Foundation (ACT Division) for over 5 years and was formerly Managing Director of a travel company. He has been a director of aged care facility, Mirinjani, for 3 years and is employed in the Defence Materiel Organisation as Director, Customer Relations Management.
Mr Glenn Barnes FAICD, President Victoria Division Chairman, Baycorp Advantage Ltd; Director, Lion Nathan Ltd; Repco Corporation Ltd; Reach Foundation; Councillor, Monash University; Stronghold Pty Ltd; Barnes Investments Pty Ltd. Glenn has been a practising director for 13 years. Prior to becoming a full time director in 2002, Glenn spent twelve years at National Australia Bank as a member of its senior executive team with various roles in Australia and the Europe. Prior to joining the National, Glenn spent 13 years at Mars Inc. Mr Charles Bagot MAICD, President, South Australia and Northern Territory Division Partner, Piper Alderman; Director, Australian Submarine Corporation Pty Ltd; University of Adelaide; Duck Island Pty Ltd; Mordinyabe Pty Ltd; Councillor, South Australian Art Gallery Foundation; St Marks College. Charles has been a practising director for 11 years. Currently a partner in corporate law, Charles has had extensive legal experience in a number of industries including mining, oil and gas, electricity, retail, defence and food manufacturing.
Jane has been a practising director for 16 years. Prior to full time professional directorship, Jane was a doctor of medicine who then entered the business areas of commercialising medical research and biotechnology.
Mr M. James Green FAICD, President, New South Wales Division Chairman, AICD Audit Committee; Executive Director, Beerworth & Partners Limited; Hayward Pool Products (Australia) Pty Ltd; Century Australia Investments Ltd. James has been a practising director since 1989. He has more than 21 years of business experience in the areas of commercial and corporate law, commerce, and investment banking.
Mr Ralph Evans FAICD, CEO Chairman A&B Venture Fund Co Pty Ltd; Allen & Buckeridge Fund III Advisory Board; Deputy Chairman, ICM Agribusiness ; Director, Osteoporosis Australia; The Marvin Bower Foundations. Ralph has over 15 years’ experience as a professional director. Formerly Managing Director of Austrade from 1991-1996, Ralph has over 20 years’ experience in management consultancy with McKinsey, Boston Consulting Group and on a private basis, with a focus on technically-based businesses such as mining and manufacturing.
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NATIONAL DIVISION REPORTS
EDUCATION highlights
Margins
Educational participation
Overall margin from the provision of services, including sale of books, remained fair at 42.3 per cent compared to the previous year’s 46.8 per cent. This, together with increased costs for initiatives in IT and increased structural support in order to better service members, resulted in the surplus for the year of $471,065 compared to $1,385,341 for the previous year.
The backdrop of regulatory change and corporate governance debate contributed to a growth in educational participation. There was an overall increase of 22 per cent in continuing professional development hours to 232,192 for the year, while participation in the Company Directors Course grew by seven per cent to 1884 participants. Refreshment of the product line The Advanced Program, an experiential program aimed at the experienced director who wishes to refine their boardroom skills, was launched in July 2003. The Company Directors Course was reviewed, rewritten and repackaged for the 2004 calendar year, and 15 new educational products were brought on line. These included 11 short courses under the Directors Essentials series, the 2004 Compliance Update, The ASX Principles and Your Board, High Performance Boards and the Private Company Stream (the third stream of the Advanced Program). Satisfaction rates
Portfolio investments Portfolio investments, which consist of a mix of fixed interest securities, units in listed property trusts and managed equity funds, posted an overall annualised return of 9.57 per cent. The total amount invested increased by 11.19 per cent from $8,462,797 to $9,410,379 at 30 June 2004. Members’ funds Members’ funds reached $6,936,485 as at 30 June 2004 placing AICD in a stronger position to weather any severe downturn in the Australian or global economy. Accounting and reporting IT infrastructure
At the completion of each program, participants are asked to score their satisfaction with the program they have attended. Overall the Company Directors Course scored an average 90 per cent in 2003 / 2004. The Company Directors Course Residential Program in March 2004 scored 100 per cent, which is almost unknown in the industry.
The AICD accounting and reporting function was fully centralised and revamped during the year with new accounting software installed and processes surrounding it re-engineered. Part of the project entailed the implementation of Bpay services, facilitating the membership renewal process and providing members with an added convenience.
All educational programs offered throughout the year exceeded the 75 per cent satisfaction score set as the benchmark.
Clark Chui FAICD National Manager, Finance
Growth in revenue Revenue from education and professional development reached $8,958,321, achieving the ten per cent target for the year, a great achievement.
POLICY AND ADVOCACY highlights
Partnerships
Restructure
As part of an ongoing strategy to seek agreements with appropriate partners, AICD reached an agreement with CPA Australia to provide director training to CPA members who wish to be included on the CPA Directors Register.
AICD’s board has concluded a review of AICD policy committees. The review arose out of the board’s desire to make AICD’s policy activities more focussed on priority issues that are urgent and important to directors, and on which AICD has a competitive advantage in influencing change.
Pamela Murray-Jones GAICD General Manager, National Education y
e g
Policy
The board’s view was that this focus would be best reflected by maintaining the Reporting and Law Committees and establishing a new Corporate Governance Committee.
FINANCE highlights
Submissions
Revenues
AICD continued developing policy and making submissions on numerous issues relevant to members throughout the year.
AICD’s record membership growth and expanded educational offering contributed to total revenue for the year hitting a high of $19,971,233, to record an overall increase of 6.7 per cent over last year’s $18,721,516. Revenue from education and professional development, including networking events was $11,050,941, an increase of 4.8 per cent over the previous year and revenue from membership was $6,492,178, an increase of 13.9 per cent.
One example was the extensive advocacy and lobbying campaign on the CLERP 9 legislation, which involved members of the AICD board, Law and Accounting and Financial Advisory Committees and members of a specially formed CLERP 9 Task Force. As part of the lobbying efforts AICD made several major submissions and appeared before the Parliamentary Joint Committee on
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NATIONAL DIVISION REPORTS (CONTINUED)
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Corporations and Securities. In addition, members of the AICD board and the CLERP 9 Task Force held meetings with all major political parties and Treasury on various aspects of the draft Bill. A number of AICD’s members’ concerns were covered in the final form of the Act, including the incorporation of a due diligence defence into the infringement notice regime for breaches of the continuous disclosure regime. The Policy and Advocacy Department extends its sincere thanks to all members of committees and task forces who assisted in drafting material, answering queries and appearing before committees, often under pressure and at short notice. Advocacy The AICD continued its extensive lobbying program on policy issues with all relevant stakeholders including government, bureaucracy, other peak organisations and the media. Library There has been a significant increase in both the size and use of AICD’s library. The library catalogue, which is searchable on AICD’s website, now contains more than 3600 records. Member enquiries have increased by at least 500 requests over the past twelve months. Publication input The Policy and Advocacy Department continues to provide the content for many AICD publications including Boardrooms that Work; Privacy and Boards of Directors: What You Don’t Know Can Hurt You; A Guide to Sustainability in your Company; Draft Guidelines on Proxies. Rob Elliott MAICD National Manager, Policy and Advocacy, Legal Counsel and Joint Company Secretary
STATES AND MARKETING highlights Events AICD’s Company Directors Conference 2003 was the winner of the Meetings Industry Association of Australia (MIAA) Award for Meeting of the Year. With more than 500 Delegates attending the conference the win was confirmation that the event continues to be a high point for AICD members. Leading on from the 2003 win, AICD’s Company Directors Conference 2004 program held in Port Douglas in April 2004 was the most successful to date, with the majority of delegates rating their overall satisfaction as excellent. A successful innovation for the year was the inaugural Harvard Seminar with Professor Christopher Bartlett, of Harvard Graduate School of Business Administration. The participation rate greatly exceeded expectations and net revenue was $56,500, resulting in a positive variance of $35,200.
A further success was the inaugural Boardroom Forum for directors from the top 100 companies, held in Melbourne. Facilitated by Colin Carter OAM, the forum addressed critical corporate governance issues. Marketing Following the Company Directors Conference 2004, all members were provided with a streamed webcast of Session 1 speaker Ray Kurzweil. Online radio programs with keynote speakers began in June and will conclude in September 2004. These services extend the value of the conference to all members over several months. Brand advertising continued throughout the financial year with new creative designs being implemented in January. Advertising has contributed to AICD’s membership growth in the last financial year. Ad hoc advertising was placed in corporate governance features in the Australian Financial Review and other Australian newspapers. Advertising tracking mechanisms will be implemented this year to track response rates allowing more effective placing of future advertising. This year, all education marketing material was redeveloped with each program having its own sub-brand. This sub-branding system will continue in the next financial year with material incorporating a new look and feel and being re-written to enhance course benefits. The Directors Register was launched with the uploading of the website on Monday 11 August 2003, and to date, we have 1059 profiles. AICD has received 251 search requests and has provided results on 226 of these, sending a total of approximately 1023 profiles. Anecdotally, we know that members have been approached and placed (two members were featured in the Company Director journal—June 2004). A survey has been sent to all those who used the search function and results are currently being compiled. Sales and business development An audit was conducted of AICD membership teams Australia-wide. Following this project a five-point plan was implemented, focusing on vision and culture, management of the sales process, the value proposition, and sales people. A member retention task force was also formed to improve service delivery to members. State divisions All state divisions performed extremely well this year, resulting in records in membership growth, attendance at events and Company Directors Course enrolments. Staff in all divisions are to be congratulated on their efforts in achieving these record results. During the year there were changes in management as follows:
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AICD COMMITTEES
WA
Sue Pepperell departed Anthony Smith commenced June 2004
QLD
Louise Barnett departed Richard Moore commenced June 2004
NSW
Julie Curran departed Mark Carmichael commenced Sept 2003
SA
Angela Downs on maternity leave Deb McBryde acting
Pauline Green FAICD General Manager, States and Marketing
PUBLICATIONS New texts and catalogue AICD’s Publications Services continued to add to the education and information available to members with the production of five new texts offering guidance to directors on specific topics such as sustainability and privacy, through to more general issues such as board implementation, performance management systems and achieving a “boardroom that works”. A new publications catalogue, assisting members with the most up-to-date thinking on directorship and broader business, political and cultural issues was also made available in September 2003. Boardroom Report The launch of the Boardroom Report, AICD’s electronic newsletter, sponsored by KPMG was a great success. Covering the hot topics for directors each fortnight with links through to more detailed reports or articles, the Boardroom Report has been embraced by members as an easy-to-access update with 25 per cent of recipients reading the newsletter. Company Director journal AICD’s flagship publication, Company Director journal, continued to be one of the benefits that our members rate most highly. Following the topics, people, and issues that are most critical to directors, it is one of the most important means AICD has of ensuring that its membership base is kept informed. Members and participants of AICD’s policy committees are frequent contributors, offering a variety of views, in addition to a dedicated editorial team. Andrew Madry MAICD Chief Operating Officer and joint Company Secretary
Reporting Committee Chairman Mr Michael Coleman FAICD Deputy Chairman Mr Mark Johnson FAICD Miss Elizabeth Alexander AM FAICD Mr John Allpass FAICD Mr James Beecher FAICD Mr Peter Cadwallader FAICD Mr Gavin Campbell FAICD Mr Geoff De Lacy FAICD Mr Lloyd Draney FAICD Mr Stuart Grant FAICD Ms Fiona Harris FAICD Mr Stephen Harrison AO FAICD Mr Peter Housden FAICD Mr John Lamble AO FAICD* Mr Steven McClintock* Mr Alex Malley Mr John Massey FAICD Ms Marian Micalizzi MAICD Ms Catherine Mulcare Ms Susan Oldmeadow-Hall Aff AICD Mr Russell Philp MAICD Ms Eva Plachta MAICD Mr Tom Pockett Mr Bruce Porter Mr Keith Reilly Mr Antony Robb FAICD Mr David Smith MAICD Mr James Service AM FAICD Ms Kerstin Wijeyewardene** Law Committee Chairman Prof Bob Baxt AO FAICD Mr Charles Bagot MAICD Mr Bill Beerworth FAICD Mr Tom Bostock FAICD Mr Bruce Cowley MAICD Mr Quentin Digby MAICD Prof John Farrar Mr Ron Forster MAICD Mr Andrew Guy FAICD Mr Craig Henderson Mr Tony Hulett Mr Stephen Ipp Mr Bill Koeck MAICD Mr Michael Lishman MAICD Mr Andrew Lumsden MAICD Mr Peter Mansell FAICD* Mr Ben McLaughlin MAICD Mr Alan Morrison FAICD Mr Jon North Mr John O’Grady FAICD Prof Ian Ramsay Mr Michael Rawstron** Mr Andrew Ray Ms Jillian Segal FAICD Mr Peter Shaw MAICD Mr John Story FAICD Ms Carolyn Stroud GAICD Mr Paul Swifte FAICD* Mr Brian Wilson FAICD Mr Colin Wise FAICD*
Sustainability Committee 01/07/03 – 31/01/04 Chairman Dr Keith Suter FAICD Ms Sybella Blencowe MAICD Ms Megan Cornelius AM FAICD Mr Graeme Day MAICD Mr Peter Emery FAICD Mr Paul Flanagan GAICD Mr Garry Fowler FAICD Mr John Kenny MAICD Mr John Lister MAICD Mr Malcolm Macpherson FAICD Mr Duncan McGregor MAICD Ms Deborah Sutherland MAICD Dr Alison Turner FAICD Mr Hugh Wyndham Aff AICD Ms Jackie Venning MAICD Taxation and Economics Committee 01/07/03 – 31/01/04 Chairman Mr Simon Marks-Isaacs FAICD Miss Elizabeth Alexander AM FAICD Mr Hugh Anderson FAICD Mr Philip Anderson Mr Bill Beerworth FAICD Mr Richard Bialkowski FAICD Ms Cynthia Coleman Mr Ross Cottrill FAICD Mr Ashley Harris FAICD Mr Stephen Hopley* Mr Martin Kriewaldt FAICD Mr Geoff Lehmann Ms Ivy Loh Aff AICD Ms Glenda Nixon FAICD Mr John Randall Ms Susan Rix GAICD Mr John Wallace Remuneration Task Force Chairman Mr Charles Bagot FAICD Mr John H C Colvin FAICD Mr David Crawford FAICD Mr John Egan FAICD Mr Peter Griffin FAICD Mr Malcolm Irving FAICD Mr Charles Macek FAICD Dr Ken Moss FAICD Mr Russell Philp MAICD Mr Chris Thomas FAICD Corporate Governance Committee Chairman Mr John Ralph AC FAICD Mr Anthony Berg AM FAICD Mr Graham Bradley FAICD Mr Colin Carter OAM FAICD Mr David Clarke AO FAICD Mrs Linda Nicholls FAICD Dr Helen Nugent AO FAICD Mr John Story FAICD * **
denotes retired during the year. denotes ex officio members of the committee.
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STATE DIVISION REPORTS
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New South Wales highlights
This growth took our total NSW membership to 6,162.
Strategic direction
We would like to thank all our members, sponsors, speakers and participants as well as the wider business community for their continued loyal support and encouragement.
2003 / 2004 proved a very successful year for NSW Division. Building on the self assessment program undertaken in 2003 the NSW Division Council continued its active involvement in determining the overall direction and focus of the NSW Division. During the year two new council members were welcomed. They were Elizabeth Bryan FAICD and Rick Lee FAICD . At the same time long serving councillors, Hugh Anderson FAICD and Anne Riches FAICD retired. Thanks to both Mr Anderson and Ms Riches for their strong commitment during their time on council. Continuing education Education remained a core activity during the year with 15 Company Directors Course offerings attracting 315 participants. While the “tutorial” format of the CDC remains popular and was offered in the City, North Sydney, North Ryde and Newcastle, the “non residential” intensive format also grew in popularity and will be expanded during the next year. At the same time members’ commitment to the wide ranging vocational education programs offered by the NSW Division remained strong with a record 109 sessions being staged. Key events included: • 11 luncheons featuring a range of prominent speakers including leading Australian directors David Gonski, Diane Grady, Ken Moss and Charles Goode, along with Jeff Lucy of ASIC and Graeme Samuel of ACCC. Our speakers provided a range of opportunities for members to update their director knowledge and expertise as well as broadening their contact and networking base. • 22 Directors’ Briefings on a very broad range of relevant topics including, How to Get on a Company Board, Changing Role of the Non Executive Director and CLERP 9 Changes were well received. The briefing program also saw the continuation of the QANTAS SME Series and the establishment of the KPMG Forensic Accounting Series, all of which were well attended. • A number of highly successful member networking and social occasions were held. These included the December Long Lunch, the Heritage Fine Wine Tasting and the Company Director Graduation evenings. All of these were also very well attended. In total, over 6,000 registrations were received for these various activities. A new educational offering entitled Directors Essentials was launched. This is aimed at providing organisations with a convenient and effective way of delivering continuous “in house” director education. In total, 12 sessions were conducted for both private and publicly listed companies, associations, government boards and not-for-profit organisations. Membership During the year NSW enjoyed a 6 per cent increase in membership, a clear sign that directors appreciate and value the importance of being part of AICD and being able to utilise the services it offers.
James Green FAICD, President Mark Carmichael MAICD, New South Wales Division Manager New South Wales Division Council Mr James Green FAICD, President Mr Malcolm Irving AM FAICD, Vice President Mr J Gilles Broinowski FAICD Ms Elizabeth Bryan FAICD Ms Megan Cornelius AM FAICD Mr Geoff De Lacy FAICD Mr Rick Lee FAICD Dr Paul Scully-Power AM DSM NSM FAICD Mr Brian Wilson FAICD Ms Anne Riches FAICD (retired) Mr Hugh Anderson FAICD (retired)
Victoria highlights New membership Victoria introduced 754 new members during the year—the highest intake recorded for the Victorian Division and an indication of the relevance of the AICD and its programs in this age of increased corporate governance awareness. Retention of members was also at a record high, resulting in an overall membership growth of 10.2 per cent for the year and with membership now standing at 4,651. Company Directors Course The Company Directors Course continues to be the cornerstone of our education offering, with 313 people electing to undertake the program in its various forms. The introduction of the non-residential format met with the approval of participants, with the two scheduled programs (November and April) being oversubscribed. Three additional programs in this format (September, November and April) are scheduled during 2004-2005. Advanced director education Victorian members embraced the Advanced Program introduced during the year with 15 members, either Fellows of AICD or graduates of the Company Directors Course, accepting the invitation to participate in this challenging program, which tackles the issue of boardroom dynamics. Council leadership Andrew Guy (former Victorian Division President) and Glenn Barnes (Victorian Division President) joined AICD’s board as directors. We welcomed Carol Schwartz and Ian Wightwick as state councillors, farewelling Graham Kraehe and Patricia Cross, to whom we offer our thanks for their contribution to the state council during their term in office.
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Inaugural AICD Governance Forum Melbourne played host to AICD’s Governance Forum in February, convened by Chairman of AICD’s board, Don Mercer, and moderated by Colin Carter. The forum was attended by directors of Australia’s major companies and was designed to affirm and test the issues confronting directors in the execution of their duties. From the reports of all who attended, the forum was an overwhelming success.
The year brought changes to the division, most notably the departure of Louise Barnett as manager. The Queensland Division thanks Louise for her significant efforts in building a solid foundation from which to launch new initiatives and programs, and we wish Louise the very best for her future career. Through a year of challenge and change, all the achievements are a direct result of the significant efforts of the division staff. Their efforts are recognised and very much appreciated.
Glenn Barnes FAICD, President
Jane Wilson FAICD, President
Tony Harford MAICD, Victoria Division Manager
Richard Moore, Queensland Division Manager
Victoria Division Council
Queensland Division Council
Mr Glenn Barnes FAICD, President Mr Laurie Cox AO FAICD Mrs Marina Darling MAICD Commissioner Douglas Davis MAICD Mr Charles Macek FAICD Ms Carol Schwartz MAICD Mr Ian Wightwick MAICD Ms Patricia Cross FAICD (retired) Mr Graham Kraehe FAICD (retired) Mr Andrew Guy FAICD (resigned and re-appointed as National Director)
Dr Jane Wilson FAICD, President Mr John Story FAICD, Vice President Mr Ian Fraser MAICD, Treasurer Hon Keith De Lacy FAICD Mr Rob Hines MAICD Mr Martin Kriewaldt FAICD Mr John Lister MAICD Mr John Lyons FAICD Ms Marian Micalizzi MAICD Ms Susan Rix GAICD Mr John Massey (resigned and reappointed National Director)
Queensland highlights
Australian Capital Territory highlights
Membership
Education attendance
Membership of the Queensland Division increased 9 per cent compared to a budget forecast of 5 per cent.
ACT Division held 12 Company Directors Courses in the 12-month period of which 6 were held in-house for various public sector agencies. In total more than 200 people attended the Company Directors Course.
Innovative events The division conducted its inaugural Christmas Long Lunch in December. This was a highly successful networking event with 417 attendees and the division plans to make this an annual occurrence. The Corporate Governance Forum in March was also a success, drawing directors from all over the state to hear from a quality list of presenters. Education initiatives In servicing members in regional centres the division conducted 22 regional presentations including three Company Directors Courses, one workshop, 18 networking events including briefings, lunches, and Queensland Business Stories presentations. The division also piloted a new presentation titled High Performance Boards, which scored a satisfaction rating of 4.7 out of 5, a great result for a new program. As a result of this success the program will now be rolled out nationally. Special thanks The Queensland Division thanks Dr Jane Wilson for her tireless efforts for the AICD during her term in office and for her vision and support. It is also important to recognise those Queensland members who volunteer their effort in support of the operations of AICD’s Queensland Division in the delivery of services to all members. It is through this contribution that AICD truly represents members.
The Rural Women’s Award Winners attended the Company Directors Course in Canberra, with participants from as far afield as the Kimberley region in W.A., Cape York Peninsula in far north Queensland, rural Tasmania, and the Limestone Coast of South Australia. The Prime Minister, Mr John Howard, visited attendees during the course. The launch of the Directors Essentials modules has also enabled ACT Division to offer a much broader range of education programs to a much wider market sector. Membership growth The ACT membership growth rate of 12 per cent was the highest in Australia, with the division now having more than 700 members, many from the public and not-for-profit sectors. Free information sessions As part of meeting the needs of our diverse membership, the free information sessions held for the not-for-profit and small business sectors attracted large audiences, with more than 120 attending the not-for-profit sector session.
9
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STATE DIVISION REPORTS (CONTINUED)
10
James Morris FAICD, President
dynamic and diverse director education program. We are looking to explore niche markets such as SMEs, not-for-profit entities and aspiring directors. We are planning to proactively market in-house training to accommodate boards who want to provide director education in a confidential environment, and we continue to explore ways of enhancing value of membership.
Phil Butler, Australian Capital Territory Division Manager
Charles Bagot MAICD, President
Australian Capital Territory Division Council
Deb McBryde, Acting South Australia and Northern Territory Division Manager
Twilight networking The popular twilight networking functions continued to attract large numbers of members, with attendance averaging close to 150 for these popular quarterly functions.
Mr James Morris FAICD, President Ms Carolyn Stroud, GAICD, Vice President Mr Richard Bialkowski, FAICD Mr Dale Budd, FAICD Mr Ross Cottrill, FAICD Ms Noela L’Estrange, FAICD Mr Alan Galbraith, FAICD Dr Dick Henley, FAICD Mr Alan Morrison, FAICD Ms June Grainger, FAICD (retired April 04)
South Australia and Northern Territory highlights Membership Membership has now eclipsed the 1500 level to record a total membership of 1643 as at June 2004. Membership growth has been better than expected with the branch recording a net 11 per cent increase for the financial year.
Angela Downs, AAICD, South Australia and Northern Territory Division Manager (on maternity leave) South Australia and Northern Territory Division Council Mr Charles Bagot MAICD, President Ms Virginia Hickey FAICD, Vice President Mr Terry Evans MAICD Mr Chris Fennell FAICD Ms Janet Grieve FAICD Mr Adam Keats FAICD Mr Keith Smith FAICD Mr Richard Thomson FAICD (retired) Mr Bruce Trebilcock FAICD Mr Alan Hewitt FAICD
Western Australia highlights
Innovative education programming
Gold medal award
The inaugural SA Corporate Governance Forum was held in May and was well attended with a great line-up of national and international speakers. The success of the event has ensured that it will now be scheduled annually.
The tenth winner of the WA Gold Medal Award, Mr David Young, was presented with his award at the annual Winter Dinner, attended by 330 members and guests and addressed by Professor Fiona Stanley AC, Australian of the Year and Director of the Telethon Institute for Child Health Research.
In other additions to our educational offering, the session Board Women was scheduled in both SA and the NT. Decision-Making Across the Board, a new one day program was scheduled for the first time in September and the Aspiring Directors Series was a great success. Regional director education The first Company Directors Course for rural leaders was held in Clare and was fully booked, with 28 participants. Running over four months, the program received great feedback, with the division now exploring an expansion of the regional program into other regions. Northern Territory With an active and supportive Northern Territory Committee, Darwin was the first location in Australia to offer the Directors Essentials program. Building on this start, NT is now expanding its education program to include the Company Directors Course, Directors Essentials and one day programs such as The Strategic Board and Board Women. The NT Division will also continue to market in-house workshops. Looking forward The division will continue to focus on the development of a
Outback forum The seventh Outback Forum provided 92 members and guests an opportunity to visit the Argyle Diamonds open pit mine, the world’s largest supplier of rough diamonds by volume and primary source of rare pink diamonds, located near Kununurra in the East Kimberley region. The trip by chartered aircraft incorporated a scenic flight over the Bungle Bungles and Lake Argyle. Innovative events An inaugural interview-style luncheon attracted 530 members and guests, our largest luncheon function to date, to watch Michael Chaney (MD) and Trevor Eastwood (Chairman) being interviewed by ABC TV business reporter Tom Baddeley on The Evolution of Wesfarmers. Industry on location The Royal Australian Navy hosted our Industry on Location site tour this year, with 90 members and guests given a conducted tour of HMAS Stirling at Garden Island. The largest industrial worksite in WA, HMAS Stirling provides operations and logistics support; trials and research facilities; training; and personnel and maintenance support for RAN ships, submarines and aircraft based
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in WA. Guided tours included the Submarine Training & Systems Centre, the Submarine Escape Training Facility, the Collins Class submarine HMAS Waller, and amenities at Fleet Base West. Rottnest forum The annual Rottnest Forum attracted 270 members and guests, transported to Rottnest Island by a flotilla of private boats, to hear AFL CEO Mr Andrew Demetriou address The Business behind the Game. Morning tea and lunch were held in a marquee at the Rottnest Lodge, and the formal address was conducted at the Rottnest Picture Hall.
Gold medal award A key highlight was the Gold Medal Award, presented to Denis Rogers AM by the Governor of Tasmania, Mr Richard Butler, at a luncheon at the Hotel Grand Chancellor. The luncheon was a sell out, which is tribute to the recipient as well as to the quality of the event. Denis is a well-known Tasmanian, and is widely known and respected throughout Australia for his past role as Chairman, Cricket Australia, a position he held for many years during Australia’s rise to domination of world cricket.
Terry Budge FAICD, President
We also express our thanks to the Governor and Mrs Butler for attending the lunch. The continuing support of Government House for this event is greatly appreciated.
Anthony Smith, Western Australia Division Manager
Social events
Western Australia Division Council Mr Terry Budge FAICD, President Ms Fiona Harris FAICD, Vice President Ms Robyn Ahern MAICD Mr Steven Cole FAICD Mr David Eiszele FAICD Mr Mike Horabin FAICD Mr Tony Howarth FAICD Mr Malcolm Macpherson FAICD Mr Tim Moore MAICD Mr Ian Constable FAICD (retired)
Tasmania highlights Membership Membership of the division continued to grow, increasing to 750. Representing an annual increase of 5.5 per cent against a national budgeted growth of 5 per cent, this was a great effort in a mature and relatively small market. Council leadership The Tasmania Council met six times during the year plus the AGM. All councillors contributed freely and willingly of their time and input for which the division is grateful. At the AGM the following councillors were welcomed: Elected: Lyn Cox, FAICD ; Tony Harrison, MAICD Re-elected: Gerald Loughran, FAICD Retired: Ken Lawrie, FAICD; Clyde Eastaugh, MAICD. The division is grateful to Mr Lawrie and Mr Eastaugh for the contribution they made during their time on council. Education The division conducted 12 education programs during the year, including three non-residential Company Directors Courses held at the University of Tasmania, Hobart. In addition, several member briefings on topics of interest were held. The division also conducted a number of in-house specific workshops for various organisations. In all, it was a positive year for the division’s education activities.
In addition to the Gold Medal Lunch, the division again conducted a series of lunches and evening social events in Hobart and Launceston, which were well supported by members and guests. Looking ahead The division has again set an interesting program of educational and social events designed to capture members’ interest. In addition we have a budgeted membership increase that will see the division grow even further during the year. Gerald Loughran FAICD, President Len Robertshaw MAICD, Tasmania Division Manager Tasmania Division Council Mr Gerald Loughran FAICD, President Ms Eva Plachta MAICD, Vice President Mr Lynley Cox FAICD Mr Richard Ashley Harris FAICD Mr Tony Harrison MAICD Mr Scott Harvey FAICD Mr Finian MacCana FAICD Mr Graham Marshall FAICD Mr Russell Paterson FAICD Mr Paul Swifte FAICD
11
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CORPORATE GOVERNANCE STATEMENT
12
The governance of Australian Institute of Company Directors is based on the AICD Constitution and Charters.
THE BOARD The board is the governing body of AICD. Its powers are set out in the AICD Constitution and the AICD Board Charter. The AICD Constitution is regularly reviewed by the board. The adoption of any proposed changes is subject to the approval of the membership at an annual general meeting. The AICD Constitution and AICD Board Charter are available on the AICD website www.companydirectors.com.au Composition of the board The Board consists of twelve directors. There are four national directors, one of whom is the chair, and seven division representatives. The division representatives are nominated by each division council and are normally division presidents. The division representatives on the board appoint the chair and national directors following each Annual General Meeting. In addition, the chief executive officer was appointed managing director by resolution of the board. The procedure for appointing directors can be found in the AICD Constitution. The revised board structure and the new AICD Constitution were approved by members at the AGM on 14 November 2003. Non-executive board remuneration and tenure National directors and division representatives are members of AICD and do not receive any remuneration for their services to AICD. National directors may serve for two consecutive terms of three years, or for a maximum of six years unless elected as chair, when they may serve up to nine years in total. No director of AICD, except for the CEO, has received or has become entitled to receive a benefit from AICD during or since the end of the financial year because of a contract with: • the director, or • a firm of which the director is a member, or • an entity in which the director has a substantial financial interest, or • an entity that AICD controlled, or • a company related to AICD when the contract was made or when the director received or became entitled to receive a benefit.
The CEO’s role is to lead the organisation. He or she develops a business strategy in collaboration with the senior management team and implements it once it is approved by the board. The CEO is also responsible for the internal work culture of the organisation, for the employment of staff and for financial management and control. He or she is the primary spokesman for AICD and the lead person in its key relationships with government and other organisations. The board determines the CEO’s performance goals and remuneration on advice from the Human Resources and Remuneration Committee. His or her remuneration consists of a salary and an at-risk component. The amount of the latter is set by the board on advice from the committee, which assesses the CEO’s performance against the predetermined goals.
DIVISION COUNCILS Division councils have from five to ten members elected by the AICD members in their state or territory. Each council elects a president, who becomes a division representative on the AICD board. The rules for election and retirement of division council members are set out in the AICD constitution and by-laws. The division councils advise the board, AICD and the relevant division on the conduct of AICD’s activities and give effect to powers of the directors delegated to them. This role will normally focus on: • Developing the most effective contact with the director community, the state or territory government and other authorities with influence on directors’ affairs • Communicating AICD policy positions and providing comment and advice to the AICD board on policy issues • Advising the division manager on management matters and on the most effective events • Performing the function of membership committee for applications received in their state or territory, deciding on admission of members to the various AICD membership grades on the basis of criteria in the by-laws. The division managers report through the General Manager, States and Marketing, to the CEO. The Division Council Charter is available on the AICD website www.companydirectors.com.au.
Role of the board The board is responsible for the overall corporate governance of AICD. This includes setting and periodically reviewing the strategic direction, monitoring the achievements and financial performance of the organisation, and deciding on key policy positions for AICD to take on behalf of Australian directors. Seven meetings of the board were held during the fiscal year. The Board and the chief executive officer The board is responsible for the appointment and employment contract of the CEO.
COMMITTEES To improve its efficiency, the board delegates roles to the Audit and Compliance Committee and to the Human Resources and Remuneration Committee. In addition, AICD is advised on policy matters by three committees of senior practising directors and technical experts—the Law Committee, the Reporting Committee and the Corporate Governance Committee. The board reviews and ratifies the terms of reference of these committees and their membership annually. The charters for these committees1 are available on the AICD website www.companydirectors.com.au.
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Audit and Compliance Committee
13
The Audit and Compliance Committee reviews and monitors the compliance program and the financial systems operating within AICD. It provides a link between the board, the external auditors, and AICD management. The committee ensures procedures are in place to safeguard AICD’s assets and interests, including accounting and financial reporting in compliance with applicable laws, regulations, standards, and best practice guidelines. It also oversees the continuing independence of the external auditor. During the fiscal year, all new staff members received training in AICD’s Compliance Program. The program covers risk oversight and management policies on contract law, trade practices, intellectual property, privacy, occupational health and safety and anti-discrimination. The Audit and Compliance Committee comprises three members appointed by the board—see the Directors’ Report on page 15. It is chaired by James Green. Human Resources and Remuneration Committee The Human Resources and Remuneration Committee monitors human resources management, staff remuneration and benefits, and staff policies and procedures. The committee has approved remuneration policies on the payment of commissions and bonuses. The Human Resources and Remuneration Committee comprises three members appointed by the board—see the Directors’ Report on page 15. It is chaired by the board chairman. Policy Committees AICD’s policy committees consist of senior practising directors and professional experts, who give their time free of charge. The role of each policy committee is to develop policies, guidelines, issues papers and submissions on key director-related issues. AICD management provides their secretariat. Key policy initiatives are reviewed and ratified by AICD’s board. In the last financial year, the policy committee structure was reviewed and restructured into three key committees to refocus on policy areas that were most important to directors: Law, Reporting, and Corporate Governance. There is a national director on each of the three policy committees, who maintains liaison with the board.
ADHERENCE TO ETHICAL STANDARDS All AICD members and the board agree to be bound by the principles contained in AICD’s Code of Conduct. A copy of the eleven points of the code is provided to all members. The principles call for honesty, due care and diligence, and adherence to the spirit, as well as the letter, of the law. All AICD staff are bound by a code of conduct set out in the AICD Values. This statement sets out 10 core values that outline the staff’s commitment to members, team work, excellence, sound financial management, recognition of achievement, and enjoyment of their roles.
The Taxation and Economics Committee and the Sustainability Committee were discontinued in February 2004. The Accounting and Financial Advisory Committee was renamed the Reporting Committee on 3 February 2004. The newly established Corporate Governance Committee held its first meeting on 11 June 2004. Committee meetings are generally held monthly. The chair of each committee is appointed by the board annually. The membership of the committees is listed on page 7.
The Corporate Governance Committee was established in June 2004. Its charter is yet to be ratified, but will be consistent with those of the other two policy committees.
1
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DIRECTORS’ REPORT
The Board of the Australian Institute of Company Directors (AICD) submit their report in respect of the financial year ended 30 June 2004. Directors The names of the directors in office during or since the end of the financial year are: Ms Elizabeth Anne Alexander AM FAICD (retired 14/11/2003) Mr Donald Penn Mercer FAICD (appointed 4/12/2000) Mr Andrew Frank Guy FAICD (appointed 16/10/2001) Mr John Clarence Massey FAICD (appointed 07/02/2003) Dr Helen Marion Nugent AO FAICD (appointed 19/12/2003) Mr Charles Neville Bagot MAICD (appointed 29/10/2001) Mr Christopher Robert Fennell FAICD (appointed 31/03/2004/retired 01/04/2004) Mr Glenn Lawrence Lord Barnes FAICD (appointed 04/02/2004) Mr Terence Budge FAICD (appointed 09/09/2003) Mr Maxwell James Green FAICD (appointed 25/02/2002) Mr Gerald Norman Loughran FAICD (appointed 01/10/2001) Mr Peter John Mansell FAICD (retired 08/09/2003) Mr Wilfred Alan Morrison FAICD (retired 14/11/2003) Mr Antony James Morris FAICD (appointed 14/11/2003) Dr Elizabeth Jane Wilson FAICD (appointed 15/11/2002) Mr John Douglas Story FAICD (appointed/retired 24/07/2003) Mr Ralph John Lancaster Evans FAICD (appointed 04/02/2004)
Past Chairman Chairman National Director National Director National Director President, SA & NT Alternate to Mr Charles Bagot President, Victoria President, WA President, NSW President, Tasmania Past President, WA Past President, ACT President, ACT President, Queensland Alternate to Dr Jane Wilson Chief Executive & Managing Director
Details of directors are included on page 4 of the Annual Report. Meeting attendances The Meeting attendance of Directors during the year 1 July 2003 to 30 June 2004 is noted below. Director
Ms Elizabeth Alexander AM Mr Charles Bagot Mr Glenn Barnes Mr Terence Budge Mr Ralph Evans Mr Christopher Fennell Mr Robert Graham * Mr James Green Mr Andrew Guy Ms Fiona Harris * Mr Gerald Loughran Mr Peter Mansell Mr John Massey Mr Don Mercer Mr James Morris Mr Alan Morrison Dr Helen Nugent AO Mr John Story Dr Jane Wilson *
Board Meeting
4 6 3 6 2 1
of of of of of of
4 7 3 6 2 1
7 of 7 7 of 7 7 1 7 7 5 2 2 1 6
of of of of of of of of of
7 1 7 7 5 2 3 1 7
Audit & Compliance Committee
Human Resources & Remuneration Committee
2 of 2 2 of 2
2 2 2 2
of of of of
2 2 2 2
2 of 2
1 of 1
4 of 4 4 of 4
Independent member of Audit & Compliance Committee
Principal activities The principal activities of the AICD, constituted through its national office and seven divisions, during the financial year, were the conduct of educational activities including the Company Directors Course, Advanced Program, Company Directors Conference, panel discussions, seminars, breakfasts, luncheons and dinners; the publication of articles and statements on matters of interest to directors; liaison with other professional bodies and the Stock Exchange on matters affecting directors and companies; consultations with, and submissions to, government particularly on the Corporations Act (2001), commissions of inquiry and other public authorities about the framing of laws and regulations of concern to directors and the corporate system in Australia. During the financial year there was no significant change in the nature of those activities.
15
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DIRECTORS’ REPORT (CONTINUED)
16
Financial results The net amount of the AICD’s profit for the financial year was $471,065. This represents a decrease on the 2003 result of $1,385,341. The AICD is a company limited by guarantee and no dividends are payable.
C C O O
Review of operations T A review of the operations of the AICD during the financial year and the results of those operations is contained in the report by the Chairman and Chief Executive Officer, contained on pages 1 and 2 of the Annual report. Significant changes in state of affairs
O
During the financial year there was no significant change in the state of affairs of the AICD.
T
Indemnification of officers and auditors
T
During the financial year, the company paid a premium in respect of a contract insuring the directors of the company (as named above), the company secretary and all executive officers of the company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act (2001). The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor.
C O O T
Directors’ and officers’ remuneration The non executive directors of the company are appointed on an honorary basis and as a result do not receive any remuneration either directly or indirectly in their capacity as a director from the company or any related party. The Chief Executive Officer has been appointed by the Board as an executive director and is remunerated as an employee of the company as set out in Note 16 to the Financial Statements No other director of the AICD has received or become entitled to receive a benefit from AICD during or since the end of the financial year because of a contract with: • the director, or • a firm of which the director is a member, or • an entity in which the director has a substantial financial interest, or • an entity that AICD controlled, or • a company related to AICD when the contract was made or when the director received or became entitled to receive a benefit. Remuneration of senior executives of the company is established by the Human Resources & Remuneration Committee. Remuneration is determined as part of an annual performance review, having regard to market factors, a performance evaluation process and independent remuneration advice. For executive officers, remuneration packages generally comprise salary, a performance-based bonus and superannuation. Significant Events after Year End There has not been any matter or circumstance that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the AICD, the results of those operations, or the state of affairs of the AICD in financial years after this financial year. Likely Developments and Future Results There are no likely developments in the operations of the AICD which would affect the results of future operations. Signed in accordance with a resolution of the directors made pursuant to section 298(2) of the Corporations Act (2001). On behalf of the Directors
D P Mercer FAICD Chairman
M J Green FAICD Director Sydney 16 September 2004
O T T
T
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STATEMENT OF FINANCIAL
STATEMENT OF FINANCIAL
POSITION
PERFORMANCE
AT 30 JUNE 2004
YEAR ENDED 30 JUNE 2004
CURRENT ASSETS Cash assets Receivables Other financial assets Inventories Other assets
Note
2004 $
2003 $
20(a) 3 4 5 6
561,731 445,196 6,132,712 133,865 391,203
244,720 538,943 8,462,797 106,768 571,370
7,664,707
9,924,598
484,441 3,277,667
756,608 -
3,762,108
756,608
11,426,815
10,681,206
TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Other financial assets
7 8
TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Payables Other provisions Other liabilities
9 10 11
Note
2004 $
2003 $
2
395,400
312,978
Cost of sales
262,936
191,187
Gross (loss)/profit from sale of goods
132,464
121,791
11,050,941 6,492,178 1,381,668 57,825
10,541,199 5,700,707 1,528,394 55,600
2 18,982,612
17,825,900
Revenue from Ordinary Activities - Sale of goods
Revenue from Ordinary Activities - Provision of services Education, professional development and events Membership Publishing Licences
1,930,533 699,611 1,759,269
2,097,510 627,181 1,435,842
4,389,413
4,160,533
100,917
55,253
100,917
55,253
TOTAL LIABILITIES
4,490,330
4,215,786
Net profit
NET ASSETS
6,936,485
6,465,420
6,936,485
6,465,420
Total changes in equity other than those resulting from transactions with owners as owners attributable to members of Australian Institute of Company Directors
6,936,485
6,465,420
TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Other provisions
12
TOTAL NON-CURRENT LIABILITIES
MEMBERS’ FUNDS Retained profits TOTAL MEMBERS’ FUNDS
14
17
- Other revenue Expenses from ordinary activities Education, professional development and events Membership Publishing Administration Other
2
593,221
582,638
7,451,667 2,778,729 1,413,970 7,582,786 10,080 19,237,232 471,065
6,562,613 2,257,234 1,409,660 6,907,755 7,726 17,144,988 1,385,341
471,065
1,385,341
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STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 JUNE 2004
FOR THE YEAR ENDED 30 JUNE 2004
Note
18
2004 $
2003 $
1. Summary of Accounting Policies
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from activities and donors Payments to suppliers and employees GST Paid Interest received Net cash provided by operating activities
20(b)
18,784,550 17,969,728 (16,951,573) (16,351,144) (775,123) (655,407) 354,509 434,356
1,412,363
1,397,533
CASH FLOWS FROM INVESTING ACTIVITIES
Financial reporting framework
(
The financial statements are those of an individual entity and have been prepared as a general purpose financial report which complies with the requirements of the Corporations Act (2001), Australian Accounting Standards and Urgent Issues Group Consensus Views. The financial statements have been prepared in accordance with the historic cost convention and do not take account of changes in either the purchasing power of the dollar or in the prices of specific assets.
C A D a
Significant accounting policies
Payment for plant and equipment Purchase of other financial assets Proceeds from sale of plant and equipment
(147,770) (3,277,667)
(556,935) -
-
138
Net cash used in investing activities
(3,425,437)
(556,797)
Net increase/(decrease) in cash held
(2,013,074)
840,736
Cash at the beginning of the financial year
8,707,517
7,866,781
Cash at the end of the financial year 20(a)
6,694,443
8,707,517
Accounting policies are selected and applied in a manner which ensures that the resultant financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions and other events are reported. The accounting policies used are consistent with those adopted in the previous year. The following significant accounting policies have been adopted in the preparation and presentation of the financial report: (a) Cash and cash equivalents Cash on hand and in banks and short-term deposits are stated at nominal value. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 2 working days, net of outstanding bank overdrafts. (b) Receivables Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred. (c) Investments All investments are carried at the lower of cost and recoverable amount. (d) Inventories Inventories are valued at the lower of cost and net realisable value. Costs are assigned to inventory on hand on a first-in-first-out basis. (e) Recoverable amount of non-current assets Non-current assets that are carried at cost are written down to recoverable amount where the carrying value of any non-current asset exceeds recoverable amount. In determining the recoverable amount of non-current assets, the expected net cash flows have not been discounted to their present value.
e O ( O e ( A c T c ( c t a ( e c (
(
(
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2004
(iv) Licences Revenue from Licences consists of income from licensing the Company Directors Course to other organisations. Revenue is recognised when licence fees are received.
1. Summary of Accounting Policies (continued) (f) Property, plant and equipment Cost All classes of property, plant and equipment are measured at cost. Depreciation Depreciation is provided on plant and equipment and is calculated on a straight line basis so as to write off the net cost of each asset during its useful economic life. Assessments of remaining useful economic lives are made on a regular basis for all assets. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, as follows. Life
Office plant and equipment Leasehold improvements
Method
2-6 years Straight Line 4-5 years Straight Line
(g) Leases Operating lease assets are not capitalised and rental payments are expensed in the period in which they are incurred. (h) Accounts payable Accounts payable are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received. Trade payables and other accounts payable are recognised when the company becomes obliged to make future payments resulting from purchases of goods and services. (i) Provisions Provisions are recognised when the company has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. (j) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: (i) Membership New members’ Annual Membership Subscriptions are recognised as revenue when received. The date of payment of the initial Annual Membership Subscription becomes the renewal date. Subsequent receipts of Annual Membership subscriptions for a member are recognised as revenue on the renewal date. Subscriptions are not refundable. (ii) Functions, Education and Professional Development Revenue from functions, education and professional development activities is recognised when the function or course is held. (iii) Publishing Revenue from the Company Director journal and other membership services is recognised on the provision of the service.
(v) Publications Revenue from publications is recognised when control of the goods has passed to the buyer. (vi) Interest and Dividend Interest and dividend revenue is recognised when the company has control of the right to receive the interest or dividend payment. (k) Unearned revenue (i) Subscriptions in advance Membership subscription receipts attributable to renewals occurring in the current financial year for the current financial year are brought to account as revenue. Subscription receipts wholly relating to the next financial year are shown in the Statement of Financial Position as subscriptions in advance. (ii) Income in advance Income received in advance consists of fees received during the year of income for courses and functions that are to be held after balance date. (l) Income tax Section 50 of the Income Tax Assessment Act 1997 provides that certain institutions will be exempt from income tax. Australian Institute of Company Directors falls specifically under Section 50-5 of the Act. (m) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except receivables and payables which are stated with the amount of GST included. (n) Provision for employee entitlements Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave. Liabilities arising in respect of wages and salaries, annual leave, and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used. Employee benefit expenses and revenues arising in respect of the following categories: - wages and salaries, annual leave, long service leave and other leave benefits; and - other types of employee benefits are recognised against profits on a net basis in their respective categories.
19
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2004
Note
20
2004 $
2003 $
2004 $
2003 $
6,132,712
8,462,797
5. Inventories Publications (at cost)
133,865
106,768
6. Other Assets Accrued income Prepayments
49,143 342,060
189,919 381,451
Total other assets
391,203
571,370
7. Plant and Equipment Plant and equipment at cost: Leasehold Improvements Cost Opening balance Additions Disposals
207,577 6,727 -
159,813 47,764 -
Closing balance
214,304
207,577
Accumulated amortisation Opening balance Amortisation for the year Disposals
36,949 171,249 -
11,737 25,212 -
Closing balance
208,198
36,949
6,106
170,628
Office Plant and Equipment Cost Opening balance Additions Disposals
1,204,093 141,454 (145,680)
765,748 514,550 (76,205)
Closing balance
1,199,867
1,204,093
618,113 247,547 (144,128)
509,146 180,751 (71,784)
Closing balance
721,532
618,113
Net Book Value
478,335
585,980
Total plant and equipment, net
484,441
756,608
2,868,767 408,900
-
3,277,667
-
4. Other Financial Assets (current) Short term money market deposits
2. Net Profit Profit from ordinary activities includes the following items of revenue and expense:
Short term investments consist of money market investments readily convertible to cash.
Operating revenue Revenue from core activities: Sale of goods Publications
395,400
312,978
Provision of services Education and professional development Membership Publishing Licences
11,050,941 6,492,178 1,381,668 57,825
10,541,199 5,700,707 1,528,394 55,600
Other revenue
18,982,612
17,825,900
238,712 354,509
138 148,144 434,356
593,221
582,638
19,971,233
18,721,516
25,799
-
4,903
3,418
247,506 171,289
180,753 25,216
791,225
694,960
87,041 31,053
71,852 13,320
Gross proceeds on sale of plant and equipment Other income Interest and dividends received
Note
(a)
Total operating revenue Profit from ordinary activities is after charging the following expenses: Bad and doubtful debts Obsolete inventory Depreciation and amortisation: Plant and equipment - depreciation - amortisation Operating lease rental expense: - minimum lease payments Transfers to provisions: - Long service leave - Annual leave Specific disclosure items above: (a) Revenue from sale of plant and equipment Expense from sale of plant and equipment Gain/(loss) on sale or disposal of plant and equipment 3. Receivables Current: Trade receivables Provision for doubtful debts
Other receivables Total receivables Trade receivables are non-interest bearing.
-
138
(1,142)
(1,241)
(1,142)
(1,103)
408,935 (31,884)
499,222 (6,000)
377,051
493,222
68,145
45,721
445,196
538,943
Net book value
Accumulated Depreciation Opening balance Depreciation for the year Disposals
8. Other Financial Assets (non-current) Listed equity investments Fixed term bonds
a)
Terms and conditions relating to the above financial assets include i) Fixed term bonds mature between August 2005 and August 2008 with interest rates ranging from 4% to 8.75% ii) The listed equity investments include managed equity funds, listed property trusts and convertible notes.
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2004
Note
2004 $
2003 $
16. Remuneration of Officers
9. Payables (Current) Trade payables Other creditors and accruals
10. Other Provisions (Current) Employee entitlements: Annual leave Long service leave
11. Other Liabilities (Current) Income received in advance Subscriptions in advance
12. Other Provisions (Non-current) Employee entitlements: Long service leave
70,069 1,860,464
594,781 1,502,729
1,930,533
2,097,510
355,676 343,935
324,623 302,558
699,611
627,181
Income of Directors The non executive directors of the company are appointed on an honorary basis and as a result do not receive any remuneration either directly or indirectly in their capacity as a director from the company or any related party. The Chief Executive Officer has been appointed by the Board as an executive director and is remunerated as an employee of the company. Income of executives The number of executive officers whose total income for the year falls within the following bands, were: $
1,558,694 200,575
1,279,547 156,295
1,759,269
1,435,842
100,917
55,253
100,917
55,253
13. Members’ Funds The use of the description “Members’ Funds” is a departure from the title “Contributed Equity” contained in AASB 1040, ‘Statement of Financial Position’. Members’ Funds more appropriately reflects the fact the company is a company limited by guarantee. If the company is wound up, the articles of association state that each member is required to contribute a maximum of $20 towards meeting any outstanding obligations of the company. At 30 June 2004 the number of members was 18,832 (2003: 17,331).
21
100,000 120,000 140,000 150,000 160,000 180,000 190,000 210,000 220,000
-
$
2004
2003
109,999 129,999 149,999 159,999 169,999 189,999 199,999 219,999 229,999
2 1 1 2 1 1 1
1 1 3 1 1 1
$1,512,289
$1,388,681
The aggregate income of the executives referred to above:
The above table includes bonus payments allocated in accordance with AICD policy. Income of executives comprises amounts paid or payable to executive officers domiciled in Australia, directly or indirectly, by the company or any related party in connection with the management of the affairs of the entity or economic entity, whether as executive officers or otherwise. 17. Remuneration of Auditors
14. Retained Profits
2004 $
2003 $
40,000
35,000
Retained profits at the beginning of the financial year Net profit
6,465,420 471,065
5,080,079 1,385,341
Retained profits at the end of the financial year
6,936,485
6,465,420
15. Commitments under Noncancellable Operating Leases Premises: Not later than 1 year 315,501 Later than 1 year but not later than 5 years 496,456
659,728 2,519,270
18. Related Party Disclosures (i) The directors of the company during all of the past two financial years (except as noted) were:
811,957
3,178,998
•
Operating leases are in respect of office premises. Rental agreements for some premises are on a monthly basis. Other operating leases are for fixed periods with generally fixed rental payments and have inflation escalation clauses.
•
Amounts received, or due and receivable, for the audit of the financial report - Ernst & Young
In addition to the amounts described above, the company paid expenses for rent to Ernst & Young of $16,210 (2003: $25,387). All transactions were on normal arms length terms and conditions.
• •
No operating leases contain restrictions on financing. •
Ms Elizabeth Anne Alexander AM FAICD (appointed 25/11/1996 / retired 14/11/2003) Mr Donald Penn Mercer FAICD (appointed 4/12/2000) Dr Kenneth John Moss FAICD (appointed 07/08/2000 / retired 15/11/2002) Mr Graeme William McGregor AO FAICD (appointed 28/03/2000 / retired 07/02/2003) Mr Andrew Frank Guy FAICD (appointed 16/10/2001)
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2004
Note
22
18. Related Party Disclosures (continued) • • • • • • • • • • • • • • • •
Mr John Clarence Massey FAICD (appointed 30/10/2000 / retired 15/11/2002) (appointed 07/02/2003) Dr Helen Marion Nugent AO FAICD (appointed 19/12/2003) Mr Charles Neville Bagot MAICD (appointed 29/10/2001) Mr Christopher Robert Fennell FAICD (appointed 31/03/2004 / retired 01/04/2004) Mr Glenn Lawrence Lord Barnes FAICD (appointed 04/02/2004) Mr Terence Budge FAICD (appointed 09/09/2003) Ms Virginia Sue Hickey FAICD (appointed/retired 21/03/2003) Mr Maxwell James Green FAICD (appointed 25/02/2002) Mr Gerald Norman Loughran (appointed 01/10/2001) Mr Peter John Mansell FAICD (appointed 27/09/2001 / retired 08/09/2003) Ms Eva Maria Plachta MAICD (appointed/retired 07/02/2003) Mr Wilfred Alan Morrison FAICD (appointed 30/10/2000 / retired 14/11/2003) Mr Antony James Morris FAICD (appointed 14/11/2003) Dr Elizabeth Jane Wilson FAICD (appointed 15/11/2002) Mr John Douglas Story FAICD (appointed/retired 24/07/2003) Mr Ralph John Lancaster Evans FAICD (appointed 04/02/2004)
Registered Office Level 25, Australia Square 264-278 George Street Sydney NSW 2000 Australia Incorporated and domiciled in Australia 19. Financial Reporting by Segments The company’s activities include conducting educational activities, publication of articles and statements of interest to directors and consultation with and submissions to government. The company operates predominantly in one business segment being the provision of member services and in one geographical segment being Australia.
2004 $
2003 $
20. Notes to the Statement of Cash Flows (a) Reconciliation of cash For the purpose of the Statement of Cash Flows, cash includes cash on hand and in banks and investments in money market instruments. Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows: Cash Short Term Investments
2 ( T
561,731 6,132,712
244,720 8,462,797
6,694,443
8,707,517
2
471,065
1,385,341
C T S
418,795 1,142
205,969 (1,103)
118,094
80,324
Net cash provided by operating activities before changes in net assets and liabilities 1,009,096
1,670,531
(b) Reconciliation of Net Cash provided by Operating Activities to Net Profit Net profit Depreciation/amortisation of non-current assets Loss/(gain) on sale of plant and equipment Transfers to provisions: Provision for employee entitlements
Changes in net assets and liabilities (Increase)/Decrease in: Current trade receivables Current other receivables and prepayments Current inventories Increase/(Decrease) in: Current trade creditors Other current creditors and accruals
T
116,171
(130,582)
157,743 (27,097)
(186,712) (4,164)
(524,712) 681,162
132,569 (84,109)
1,412,363
1,397,533
21. Financial Instruments
2 C S T
T
Terms and conditions of debtors The Australian Institute of Company Directors extends 30 day credit terms to debtors generally, subject to compliance with the company credit policy. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The company has adopted the policy of only dealing with creditworthy counterparties as appropriately credentialed as a means of mitigating the risk of financial losses from defaults. The carrying amount of financial assets and liabilities as shown on the face of the Statement of Financial Position represents the maximum credit risk to which the company is exposed. Net fair value The carrying amount of the financial assets and liabilities as shown on the face of the Statement of Financial Position represents the net fair value of the financial assets and liabilities at the reporting date except for non-current investments. For non-current investments fair value is the current quoted market bid price adjusted for transaction costs necessary to realise the asset.
( A
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2004
23
21. Financial Instruments (continued) (a) Interest rate risk exposures The following table summarises interest rate risk for the company, together with effective interest rates as at balance date. Fixed interest rate maturing in Floating interest rate (i) $
1 year or less $
561,731 -
Average interest rate
Over 1 to 5 years $
Noninterest bearing $
Total $
Floating %
fixed %
6,132,712 -
408,900
408,935 2,868,767 -
561,731 408,935 6,132,712 2,868,767 408,900
4.00% N/A N/A N/A N/A
N/A N/A 5.48% N/A 6.75%
561,731
6,132,712
408,900
3,277,702
10,381,045
-
-
-
70,069
70,069
N/A
N/A
-
-
-
70,069
70,069
244,720 -
8,462,797 -
-
499,222
244,720 8,462,797 499,222
3.60% N/A N/A
N/A 5.12% N/A
244,720
8,462,797
-
499,222
9,206,739
-
-
-
594,781
594,781
N/A
N/A
-
-
-
594,781
594,781
2004 Financial assets Cash Trade debtors Short term money market investments Listed equity investments Fixed term bonds
Financial liabilities Trade creditors
2003 Financial assets Cash Short term money market investments Trade debtors
Financial liabilities Trade creditors
(i)
Floating interest rates represent the most recently determined rate applicable to the instrument at balance date.
(b) Net Fair Values All financial assets and liabilities have been recognised at the balance date at their net fair values, except for the following: Total carrying amount as per the statement of financial position 2004 2003 $ $
Aggregate net fair value 2004 $
2003 $
Financial assets Listed equity investments Fixed term bonds
2,868,767 408,900
-
3,138,197 411,321
-
3,277,667
-
3,549,518
-
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2004
24
22. Employee Entitlements
The directors declare that: 2004
2003
a) The number of full-time equivalents employed as at 30 June are:
Aggregate employee entitlement liability (Refer to Notes 10 &12)
87
82
2004 $
2003 $
800,528
682,434
23. CONTINGENT LIABILITIES The company has bank guarantees in respect of leased properties to the amount of $287,990 (2003: $267,628) at year end. The bank guarantees do not impose any restrictions on the use of cash.
the financial statements and associated notes comply with the accounting standards and Urgent Issues Group Consensus Views; b) the financial statements and notes give a true and fair view of the financial position as at 30 June 2004 and performance of the company for the year then ended; c) in the directors’ opinion: i) 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 ii) the financial statements and notes are in accordance with the Corporations Act (2001), including Sections 296 and 297. Made in accordance with a resolution of the directors.
24. International Accounting Standards The Australian Institute of Company Directors has commenced transitioning its accounting policies and financial reporting from current Australian Standards to Australian equivalents of International Financial Reporting Standards (IFRS). The company has allocated internal resources to conduct impact assessments to isolate key areas that will be affected by the transition to IFRS. As the Australian Institute of Company Directors has a 30 June period end, priority has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian equivalents of IFRS in the future, and is required when the Australian Institute of Company Directors prepares its first fully IFRS compliant financial report for the comparative year ended 30 June 2005. Set out below are the key areas where accounting policies will change and may have an impact on the financial report of the company. At this stage the company has not been able to reliably quantify the impacts on the financial report. Classification of Financial Instruments Under AASB 139 Financial Instruments: Recognition and Measurement, financial instruments will be required to be classified into one of five categories which will, in turn, determine the accounting treatment of the item. The classifications are loans and receivablesmeasured at amortised cost, held to maturity – measured at amortised cost, held for trading – measured at fair value with fair value changes charged to the net profit and loss, available for sale – measured at fair value with fair value changes taken to equity and non-trading liabilities – measured at amortised cost. This will result in a change in the current accounting policy that does not classify financial instruments into the five categories noted above. The future financial effect of this change in accounting policy is not yet known as the classification and measurement process has not yet been fully completed.
D P Mercer FAICD Chairman
M J Green FAICD Director Sydney 16 September 2004
D K O Q R A H J A S H B B C C D E E H H J K K M N D P Q T V A A B C C D G H K L M M M S T T
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AICD SPONSORS
National Diners Club KPMG Oracle Qantas Russell Reynolds Associates Audi Heritage Fine Wines JA Wales Australia Post StreamX Hertz New South Wales Baker & McKenzie Business Catalyst International Clayton Utz Coudert Brothers Deloitte EOWA Ernst & Young Heritage Fine Wines HKETO J A Wales Printers Korn/Ferry International KPMG Minter Ellison NSW Dept of State & Regional Development PricewaterhouseCoopers Qantas Thomson Playford Victoria Abbott Stillman and Wilson Aitken Walker & Strachan Baker & McKenzie CommandHub Credit Suisse First Boston Deloitte Gantz Wiley Hong Kong Economic & Trade Office KPMG La Cellar McArthur Management Services Moore Stephens HF Morgans @ 401 SecureNet The Empower Group Trout & Partners
Western Australia AeM Group Alcoa World Alumina Australia Alinta Limited Allens Arthur Robinson AngloGold Ashanti Australia Limited Australia and New Zealand Banking Group Limited Bank of Western Australia Ltd. Barrick Gold of Australia Limited Blake Dawson Waldron Brambles Industrial Services Bristile Ltd Burswood Limited Clayton Utz Clough Limited Commonwealth Bank of Australia Co-operative Bulk Handling Limited Coventry Group Limited Curtin University of Technology Deloitte Ernst & Young Freehills Goldman Sachs JBWere Government Employees Superannuation Board HBF Health Funds Inc. Home Building Society Ltd HSBC Bank Australia Limited Jardine Lloyd Thompson Pty Ltd KPMG Macmahon Holdings Limited Macquarie Bank Limited Mallesons Stephen Jaques Mason & Partners Group MG Kailis Group Minter Ellison Murdoch University National Australia Bank Ltd Patersons Securities Ltd Peters & Brownes Group Plan B Financial Services Ltd Portman Limited PricewaterhouseCoopers Public Transport Authority Royal Automobile Club of WA (Inc) Sons of Gwalia Ltd St John of God Health Care Inc. The University of Western Australia Water Corporation Wesfarmers Limited West Australian Newspapers Holdings Limited Western Power Corporation Woodside Energy Ltd
Tasmania ABN AMRO Morgans J. Boag & Son Hotel Grand Chancellor Shadforths Australia Post Deloitte Touche Tohmatsu Searson Buck Transend Networks Queensland @risk.nomore Allens Arthur Robinson Bartercard BDO Kendalls Berkley Group Ltd Blake Dawson Waldron Brazier Motti Corrs Chambers Westgarth Data#3 Limited Davidson Recruitment Deloitte Touche Tohmatsu Ernst & Young Heritage Building Society Macarthur Coal Minter Ellison Opera Queensland Ord Minnett Limited PricewaterhouseCoopers Rockcote Rydges South Bank Securities Institute Spencer Stuart Suncorp The Riviera Group South Australia & Northern Territory Kronberger & Associates Right Management Consultants Woodstock Winery Coopers Brewery Kelly & Co Lawyers Defence Reserves Support Council Deloitte Touche Tohmatsu Department of Business, Industry & Resource Development Ernst & Young Hyatt Regency Adelaide KPMG Macquarie Financial Services Minter Ellison Lawyers Playford Captial Thomson Playford Australian Capital Territory Clayton Utz Deloitte SMS Management & Technology
25
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AICD ADDRESSES
Registered Office
Tasmania
Level 2, National Australia Bank House 255 George Street Sydney NSW 2000 Telephone: 02 8248 6600 Facsimile: 02 8248 6633
[email protected] Australian Captial Territory
Hobart Level 1, 198 Sandy Bay Road Sandy Bay Hobart TAS 7006 PO Box 1090 Sandy Bay Hobart TAS 7006 Telephone: 03 6224 0559 Facsimile: 03 6223 1468
[email protected]
Suite 6, Level 3, St George Centre 60 Marcus Clarke Street Canberra ACT 2601 Telephone: 02 6248 5954 Facsimile: 02 6248 8409
[email protected]
Launceston PO Box 83 Riverside TAS 7250 Telephone: 03 6327 2167 Facsimile: 03 6327 3277
[email protected]
New South Wales
Victoria
Level 2, National Australia Bank House 255 George Street Sydney NSW 2000 Telephone: 02 8248 6666 Facsimile: 02 8248 6677
[email protected]
Mezzanine Level, 401 Collins Street Melbourne VIC 3000 PO Box 380 Collins Street West Melbourne VIC 8007 Telephone: 03 9211 9255 Facsimile: 03 9211 9266
[email protected]
Northern Territory PO Box 482 Adelaide SA 5001 Telephone: 08 8999 5767 Facsimile: 08 8999 5730
[email protected] Queensland Level 15, ING Building 100 Edward Street Brisbane QLD 4000 GPO Box 73 Brisbane QLD 4001 Telephone: 07 3222 5500 Facsimile: 07 3012 8328
[email protected] South Australia Level 2, 32 Grenfell Street Adelaide SA 5000 Telephone: 08 8211 8001 Facsimile: 08 8211 8252
[email protected]
Western Australia Mezzanine Level, 190 St George’s Terrace Perth WA 6000 PO Box 7050 Cloisters Square Perth WA 6850 Telephone: 08 9322 7400 Facsimile: 08 9322 6545
[email protected] www.companydirectors.com.au
