2011 cab charge annual report

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    Cabcharge Annual Report 2011 1

    Highlights 2

    About Cabcharge 6

    Executive Chairmans Report 8

    Corporate Social Responsibility 12

    Directors Report 16

    Corporate Governance 26

    Financial Statements 31

    Corporate Directory 68

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    Cabcharge Annual Report 20112

    Highlights

    FinAnCiAl OpeRAtiOnAl

    Strong Pro t result despite dif cult economic conditions. NPAT(before non-recurring items) up 6.1% to $61.1m. National rollout of new EF TPOS terminals completed.

    Reported Net Pro t af ter tax of $46.1m. Successful launch of contactless CabchargeFASt CARD

    provides fast, safe and secure payment syst em.

    Total Revenue up 5.8% to $184.5m. FASt eTICKET (contactless eTICKET) pilot is in progress.

    Total FY11 dividend of 30 per share fully franked. Successful rollout of MTData taxi dispatch system which has

    been accepted by operators and drivers in Black Cabs group(VIC) and CCN group (NSW).

    Taxi Services revenue up 8.4% to $83.6m. Strong growth in eet numbers in New South Wales andVictoria.

    Effective diversi cation strategy Associates now contribute24.4% of Group Pro t.

    Won more software contracts through EFT Solutions Australia Post, 2 major retailers, 3 major banks.

    Successful rollout of new Askari Security Cameras, developedin-house that meet new regulatory framework in NSW.

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    Cabcharge Annual Report 2011 3

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    ^ Before non-recurring items - ACCC settlement (see note 39)

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    eaRnings PeR shaRe (c )

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    Cabcharge Annual Report 20114

    Highlights cont.

    2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 CAGR #

    Financial performance ($m)Turnover 545.4 588.1 645.7 693.5 779.3 883.3 1,024.9 1,149.7 1,130.9 1,096.5 1,131.6 8%

    Revenue* 49.3 63.9 89.8 100.3 113.5 130.7 150.9 172.9 173.6 174.5 184.5 14%

    EBITDA** 20.2 25.7 32.9 39.5 48.1 62.3 80.1 92.2 94.8 91.6 98.3^ 17%

    EBIT** 17.1 21.2 26.4 30.6 36.8 53.0 72.0 83.9 86.4 81.1 85.8^ 18%

    Pro t after Tax 12.5 16.1 20.3 23.1 27.8 38.0 51.8 59.0 61.4 57.6 61.1^ 17%

    Financial position ($m)

    Total assets employed 110.4 137.8 145.8 158.4 168.9 229.1 310.2 380.8 418.9 447.9 479.0 16%

    Capital and reserves 96.0 103.5 120.6 126.7 140.0 156.7 217.6 263.4 279.7 294.9 306.8 12%

    per share (cents)

    Earnings per share - basic 11.50 14.70 18.00 20.60 24.80 33.9 0 4 4.90 50.30 51.00 47.80 5 0.70^ 16%

    Earnings per share - diluted 11.50 14.60 18.00 20.60 24.80 33.9 0 4 4.90 50.30 51.00 47.80 5 0.70^ 16%

    Ordinar y dividends per share 8.00 10.00 12.00 13.75 17.00 23.00 30.0 0 3 4.00 34.0 0 34.00 30.00 14%

    Net assets per share(ex goodwill) 85.8 90.4 104.6 106.2 114.7 139.1 185.0 213.1 221.3 233.9 243.8 11%

    Key ratios (%)

    Earnings per share growth 30 32 23 14 20 37 32 12 1 -6 6^

    Return on contributed equity 18 22 27 32 38 53 46 43 44 42 44

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    Cabcharge Annual Report 2011 5

    All Ordinaries Index % Change

    Cabcharge % Change

    i i l

    Figures presented in tables and graphs for years 2005 onward are expressed on the basis of AIFRS Standards while earlieryears are per previous AGAAP

    # CAGR is Compound Annual Growth Rate over the 10 year period

    * Revenue in 2009, 2010 and 2011 excludes interest income

    ** EBIT (Earnings Before Interest and Tax) and EBITDA (EBIT before Depreciation and Amortisation) are shown inclusive ofequity accounted share of pro t of associates

    180%160%

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    ^

    Before non-recurring items - ACCC settlement (see note 39)

    ten yeaR shaRe PRice PeRfoRmance veRsus all oRDinaRies inDex

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    Cabcharge Annual Report 20116

    About Cabcharge

    Cabcharge is an Australian Company devoted to innovation inthe Taxi Industry. It was established by the Taxi Industry in 1976as a nancial services provider for the Industry. Its rst prioritywas to improve convenience and security for passengers anddrivers through providing a national alternative payment systemto cash. It was listed on the Australian Stock Exchange inDecember 1999. Today it is a diversi ed Australian technology,

    nancial services, taxi payments and passenger land transportCompany. It also develops and manufactures in-taxi equipment.Throughout its history, Cabcharge has had a strong communityfocus, especially in relation to assisting the Taxi Industry toimprove services to those with mobility constraints.

    The Cabcharge payment system is still core to what we do andtoday the Cabcharge electronic payment system is found inapproximately 97% of Australian taxis as well as limousinesand water taxis. In addition to Cabcharge products, it processesall credit and debit chip and contactless cards, as well as thosewith magnetic stripe. This includes bank issued cards such asMasterCard and Visa and third party cards such as AMEX. Whilesome vehicles choose to have additional hand held terminalsfrom other suppliers, these do not provide the same rangeof features which includes taxi integration, GPS, trip detailscapture and contactless processing capability. We source andbuild the in-vehicle equipment which is world class with a

    particular focus on customer protection and ease of paymentfor drivers.

    In Australia, Cabcharges customer base spans accountsranging from large corporations and government bodies tosmall businesses and individuals. Cabcharge holds merchantagreements with a range of Taxi Companies.

    When the Company listed on the ASX, a wide range of TaxiIndustry par ticipants including Taxi Networks, operators,drivers and staff took the oppor tunity to become shareholdersin Cabcharge at a share offer price of $1.05 and many of them

    remain shareholders today.

    In 2008, Cabcharge established EFT Solutions which developspayment system software for other clients, including majorbanks and retailers, as well as for the Cabcharge system.This has placed us at the forefront of this area of technologydevelopment.

    Growth and diversifcation intorelated markets have long beenpriorities or Cabcharge and

    remain so.

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    Cabcharge Annual Report 2011 7

    Combined Communications Network in Sydney became a whollyowned subsidiary of Cabcharge in January 2002. It providesbooking and dispatch services for Taxis Combined Services,Yellow Cabs, ABC Taxis, South Western Cabs and SilverService. It also provides a wide range of additional services totaxi operators in these eets including vehicle leasing, loans,insurance, smash repairs and driver training. In addition, itoperates Zero 200 on behalf of the Taxi Industry which providesbooking and dispatch services for all Wheelchair AccessibleTaxi Service (WATS) vehicles in metropolitan Sydney. BlackCabs, Melbournes second largest taxi company, was acquiredin March 2003. This was followed by Newcastle Taxis and

    Melbournes Arrow Taxis.

    In 2005 Cabcharge, together with ComfortDelGro CorporationLimited (Singapore), formed a joint venture company,ComfortDelGro Cabcharge Pty Ltd (CDC) with ComfortDelGroowning 51 percent and Cabcharge 49 percent of the business.It purchased the Westbus Group and later the Baxter privatebus business and Toronto Bus Services. CDC is the largestprivate bus operator in Australia and operates under brands thatinclude Westbus, Hillsbus and Hunter Valley Buses. In 2009, CDCpurchased the Kefford Group in Victoria. The total CDC eet was1548 buses as at 30 June 2011.

    Cabcharge has a longstanding relationship with ComfortDelGro,one of the largest land transport companies in the world.Together we own CityFleet UK, on the same basis as CDC.It provides account, booking and dispatch services for taxisand private hire vehicles in London, Edinburgh, Aberdeen,Birmingham and Liverpool.

    The success of Cabcharge has stemmed from its commitmentto look ahead, seek new opportunities to grow, invest inleading technology and set consistently high standards. Thiscommitment continues to ensure Cabcharges position as anindustry leader. We share this vision and commitment with our

    joint venture partner.

    Our initiatives in relation to contactless payments technologydemonstrate that we are still at the forefront of a verycompetitive market in the Taxi Industry. New opportunitiesare continually emerging for us in different areas, for example,innovative technology in taxi meter and camera products,further development in other modes of transport such as buses,and expanding into new geographic centres. We examine eachopportunity on the basis of its value to our shareholders.

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    Cabcharge Annual Report 20118

    Executive Chairmans Report

    These results are driven by a combination of revenue growthand careful attention to controlling our operating costs.Group revenue grew from $174.5m to $184.5m, an increase of5.8%. EBITDA and EBIT (before NRI) are up by 7.3% and 5.8%respectively. The results are particularly encouraging given theongoing dif cult economic environment, with overall corporateactivity sluggish and business and consumer con dence at anextremely low level. Our Groups overall performance in toughtimes demonstrates the ongoing resilience of our businessmodel including our diversi cation strategy.

    Your Board has declared a nal dividend of 20 cents per share,a full year total of 30 cents per share fully franked. For the nal

    dividend, we have set a record date of 30 September 2011 andpayment date of 28 October 2011.

    In the tough market conditions, we were pleased to see goodquality revenue growth from the Cabcharge Payment Systembusiness while maintaining the gross service fee margin a t9.2%. Total Payment System turnover increased to $1.033billion, up 2.8% on 2010. A most pleasing trend from the 2010year, which we have further improved in 2011, is the relativestrength of the Cabcharge branded cards and related products.Cabcharge branded card turnover increased by 5.8% to $423m.Turnover from bank issued cards increased to $473m, up 3.7%.Turnover from third party cards declined to $137m. We areworking constructively with AMEX to strengthen our long termrelationship.

    We see the turnover growth in Cabcharge branded cards as aclear endorsement of our latest technological advances in cardpayment technology. As I foreshadowed in the 2010 AnnualReport, we have now completed installation of the latesttechnology EFTPOS terminals in taxis throughout Australia aswell as rolling out contactlessFASt CARDs to all our Cabchargeaccount customers. The feedback has been good but the proofis in the dollars processed through the terminals. We considerthat, in a market characterised by low levels of con dence and

    consumers being cautious with their discretionary spending, 5.8%growth in Cabcharge card turnover is a very positive outcome for2011. It has been our goal to achieve a rebound for our Cabchargebrand, and we are very encouraged by this early success.

    On the Taxi Services side of our business, we are also pleasedwith the strong revenue growth of 8.4% from $77.1m to $83.6m.Our Sydney, Newcastle and Melbourne taxi eets, where theGroup provides taxi network services, are popular eets andwe continue to see good growth in eet numbers. In FY2011,we have made a major investment in new dispatch and in-carequipment for our eets. The new MTData dispatch technologyreplaced ageing equipment which was beginning to becomeexpensive to maintain. We did have very good value out of theold system, but it was time to move on and the MTData systemhas been well received by taxi operators and drivers.

    Equity accounted income from our associates increased by

    16.6% from $12.8m to $14.9m. This is an excellent contributionto our result, and once again demonstrates the foresightof our diversi cation strategy to expand into the broaderpassenger land transport sector. In total, the contributionfrom our associates represents 24.4% of our Groups pro t inFY2011 (22.2% previous year and 18.2% in the 2009 year). Thiscontribution as a proportion of our Groups total pro t has beenincreasing as we continue to reinvest the strong pro ts of ourassociates to support the growth of those businesses. The busbusiness of our associate, ComfortDelGro Cabcharge Pty Ltd(CDC) has demonstrated excellent growth in pro t contribution,up 20.9% from $10.9m to $13.2m. We have reinvested in thebusiness of CDC as the opportunities for growth have been, andcontinue to be, excellent. We are particularly pleased with theprogress of CDC with its growth in services and improvementsin operational management.

    Our UK associate business, CityFleet UK, has had anotherchallenging year with the weak UK economy and of course thecontinued strength of the Australian Dollar versus the BritishPound. The equity accounted NPAT contribution from the UKwas $1.7m compared to $1.8m in 2010.

    Costs of the Cabcharge Group have been carefully controlled,with limited areas of cost increase. In operating costs, we

    have higher depreciation charges as a result of our capitalexpenditure on the new contactless payment terminals andthe MTData dispatch system. As a non-recurring cost item,we made a $15m settlement payment to the ACCC in a matter

    On behal o the Board, I am pleased to report or the2011 fnancial year that we have again delivered a solidper ormance or shareholders. Proft be ore non-recurringitems (NRI) is up 6.1% to $61.1m rom $57.6m in 2010.Earnings per share (be ore NRI) has also rebounded to50.7 cents rom 47.8 cents in 2010 an increase o 6.1%.Reported net proft a ter tax was $46.1m.

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    Cabcharge Annual Repor 2011 9

    that was dealt with at length in my 2010 Chairmans Report.We are pleased to have the matter settled as it now allowsmanagement to focus its efforts entirely on the business andconstructive compliance rather than protracted legal disputes.We are acutely aware of our compliance obligations that were

    set out in the Federal Court Order and we have now establishedall the steps necessary to meet the compliance program.

    Operations Review

    Great progress has been made with our introduction ofcontactless technology to the Taxi Industry across Australia,putting Cabcharge at the forefront of such developmentnationally. Contactless technology is convenient, safe and easyto use for both consumers and taxi drivers.

    The contactlessFASt CARD was successfully launched and

    by 30 May this year, ahead of schedule, all existing Cabchargeaccount holders received their new card, replacing theCabcharge silver card.

    The rollout of the new Cabcharge terminals was completed andprovides the platform for processing all bank issued contactlesscards. The next stage involves activation of EMV capabilitywhich will process fare payments from all cards displayingthe MasterCard PayPass logo or Visa payWave logo simply bytapping the card against the contactless symbol on the terminal.Activation commenced in June 2011. We are very pleased withthe growth in the number of contactless transactions to date.We are currently working with AMEX to meet their scheduleddeadlines in implementing contactless functionality fortheir cards.

    As well as the core booking and dispatch services, otherproducts and services provided by our Networks to taxioperators proved very popular including vehicle funding and ourexpanded range of taxi related in-vehicle equipment. Stratacomof course is kept extremely busy with t outs of new andreplacement taxis in addition to decabbing. Stratacom also

    ts Verifeye and Askari cameras and a range of meters includingNovax, Schmidt, Cabcharge and Digitax.

    The Askari in-vehicle camera, designed by our in-house Europateam, was introduced during the year and, to the best of ourknowledge, is currently the only camera in NSW which has beenindependently certi ed as complying with Transport for NSWsspeci cations. We are seeking similar accreditation in Victoriawhich has recently upgraded their camera speci cation andare in close contact with other States and Territories currentlyreviewing their camera speci cations.

    We also continued to expand our services to consumers.Following the popularity of our innovative and Award-winningiPhone taxi booking application which was developed in-house,we were the rst to market with Android and Windows smartphone applications. It is these types of products that makeour subsidiary Networks popular with both consumers and ourOperators and Drivers.

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    Cabcharge Annual Report 201110

    Our venture into the Private Bus Industry has not only been agreat success but has shown us tha t diversi cation combinedwith the necessary level of investment in infrastructure andtechnology will result in signi cant growth. The CDC eet inNSW and Victoria grew by 110 buses to 1,548 buses at 30 June2011. In NSW, the service kilometres under the Governmentbus contracts continued to increase with the introduction ofthe Hunter Valley Buses Integrated Bus Networks in November2010 and the Metrobus services in Sydney the M61 servicebetween Castle Hill and the City in December 2010 and theM60 service between Parramatta and Hornsby in March 2011.In Victoria, the urban contracts for Ballarat and Geelong were

    successfully renegotiated with 7+3 year terms which started on1 July 2011. In both States we have a strong focus on charterwork which has and will continue to result in signi cant growthfor this part of the business.

    CDC also recently received the 2011 Australian Business Awardfor Project Management in the Road Passenger TransportIndustry. This Award for the St Marys and Foundry Roaddepot developments recognised the outstanding achievementof CDC in improving operational capacity which facilitatedimprovement of bus services for the whole community. Newdepots and improvements at other depots also provide a muchimproved working environment for our drivers and administrativestaff. CDC is determined to upgrade other major depots to thestandards we believe are in the best interests of cementing ourrole as a major public transport provider with high standards ofmaintenance and caring for our drivers and depot staff.

    Outlook

    Despite mixed reviews of the economy for the short term, bothin Australia and globally, we are con dent about the prospectsfor our growth.

    In the core payments business we expect to bene t from bothincreasing use of Cabcharge products and more general growthas a direct result of consumers becoming more familiar with thenew contactless technology and enjoying the convenience ofcontactless cards over cash. Cash remains our main competitorand conversion to other forms of payment remains our singlemost signi cant opportunity for growth.

    With the major card issuers and banks focused on encouragingthe use of cards over cash with contactless technology fortransactions under $100, we expect to see increasing consumeracceptance of this form of rapid payment for taxi fares overtime in preference to cash. Both MasterCard and Visa havebeen vigorously marketing the use of contactless cards, withthe latest television ads featuring their use in taxis. We expectAMEX to follow. This complements our own marketing effor tsand will assist in educating consumers, account holders and taxidrivers on the bene ts and security of contactless technology. Inrelation to Cabcharge account holders we are adopting a muchmore proactive approach given our success to date and continue

    to reinvigorate our sales and service model.

    Our product innovation has continued with our contactlessFASt eTICKET which has been developed to complement theFASt CARD theFASt eTICKET being a single-use product.Field piloting is in progress and we will be gradually increasingissuance with 10 million tickets on order along with customisedchip packaging together with a special printing process toenhance security. It will be another world rst in the TaxiIndustry and we anticipate considerable interest from othercountries, particularly because of the security features.

    In addition to enabling processing of contactless MasterCardand Visa cards, EMV activation enables Cabcharge EFTPOSterminals to process China Unionpay cards, with more than onebillion of these cards on issue. Since there are over 400,000Chinese visitors to Australia each year and 130,000 Chinesestudents studying here, this is a great opportunity for Cabchargeand the Taxi Industry. Revenue growth within our paymentssystem will also be aided by regulated fare increases acrossmost of Australia usually in line with the CPI.

    We plan to continue to tender and win more software contractsthrough EFT Solutions which helps ensure the CabchargePayment System remains at the forefront of technology

    within the Industry. Cabcharge is no longer synonymous onlywith electronic payment systems for taxis. Our reputationfor software development is growing as is evident f rom thecontracts won to date, including three of the four major banks,two major retailers and Australia Post to name a few.

    In Taxi Services we expect to see continued eet growth as aresult of increased taxi licences in both States. In Melbourne,

    Executive Chairmans Report cont.

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    Cabcharge Annual Report 2011 11

    the release of the 530 licences previously announced by theVictorian Government was completed in September 2011. InNSW, there was a tender at the end of June which will resultin a net increase of 197 licences to be rolled out by the end ofJune 2012. 50% of the NSW licences on tender are restrictedto experienced taxi drivers. These increases will translateto revenue growth in both core and associated services andproducts from those who elect to join our Networks. In additionwe expect growth in camera sales as we gain certi cation inother major States.

    Even though the UK experienced another year of dif cult

    business conditions, CityFleet remained pro table and has noexternal borrowings. Although we expected an earlier impact,we remain optimistic that earnings will improve as the Olympicsdraw closer.

    We expect the NPAT contribution from CDC to again increasein the coming year as a result of the full year impact of newservices and the growth in passenger demand. In 2011, therewas patronage growth in Sydney of almost 10%. There will becontinuing growth due to land releases in the north west recentlyannounced by the Premier and the M2 bus trip to the city stillbeing faster than other alternatives. In Victoria, the majority of ourservices are also in areas with fast growing populations.

    Some media coverage in recent times has suggested thatsomehow there is something wrong with having a major playersuch as Cabcharge in the Taxi Industry. I think it is time to putforward a different perspective. Cabcharge is proud of thecontribution it has made and continues to make to the TaxiIndustry and the wider community. Caring for people on themove is at the heart of everything we do. Our commitment,product innovation and leading edge technology over some30 years has helped create one of the most technologicallyadvanced Taxi Industries in the world serving metropolitan,regional and country centres.

    We have not just invested where we believe we can makethe most money the tourist in Alice Springs and the elderlyresident in Coffs Harbour have the same convenience of makinga fare payment using their credit card as a senior businessexecutive in Sydney if they are in a taxi with a CabchargeEFTPOS terminal. Our payment equipment is speci callydesigned for use in taxis, integrates with other taxi equipmentincluding meters, meets Payment Industry standards andconsequently provides a more secure and comprehensiveservice to passengers and drivers. Our payments to all merchantTaxi Networks, $22.8m in 2011, signi cantly contribute to their

    ongoing viability in providing taxi booking and dispatch services,especially in smaller communities.

    Cabcharge started as a payments system to improve driversecurity and offer passengers an alternative payment option.This is still core to what we do and our initiatives in relation tocontactless technology show that we remain at the forefrontof a very competitive market. What has changed is that newopportunities have emerged for what we do other innovativetechnology such as meters and cameras, other modes oftransport such as buses and other geographic centres suchas the UK. We have embraced these opportunities and allare at different stages of the investment cycle. The extent towhich they are impacted by the volatile economic environmentvaries, providing a level of protection for earnings growth and

    shareholder returns. We have a track record of successfullyexpanding the business through a combination of organic growthand via acquisitions.

    We will continue to excel at our core business, but we must alsoembrace new oppor tunities and make smart business decisionsto lead this Company forward.

    We were sorry to see the Hon. Neville Wran AC QC and MrKua Hong Pak retire from the Board during the year theircontribution should never be underestimated. However we haveand continue to search for replacements. We are delightedwith the appointment of Mr Russell Balding AO as a Director.He brings a wealth of public and private sector experience intransport, communication and tourism.

    The Board believes that the path Cabcharge has chosenwill secure its future and we will continue to prosper froma growing number of revenue streams. Our contactlesstechnology platform and product innovation, complemented byour own marketing efforts and those of the major card issuers,strengthens our position as market leader not only in the Taxipayments business but in the electronic payments marketgenerally. In addition both the Taxi Services business and CDCare growing. Our balance sheet remains strong which enables us

    to continue to seek additional suitable opportunities for furthergrowth including via acquisitions. There are some excitingopportunities for potential acquisitions in the Bus business andwith our partner, ComfortDelGro Corporation Limited, we willexamine each opportunity and tender where we believe suchacquisitions add value to our respective Companies.

    I would like to thank all those who have contributed to oursuccess in the past year and are helping to implement our futuregrowth strategy.

    Reg KermodeExecutive Chairman

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    Cabcharge Annual Report 201112

    Corporate Social Responsibility

    At Cabcharge our objective is to be the company of choice inthe markets in which we operate. To achieve this we recognisethe interdependence of nancial returns, social bene ts andenvironmental impacts. We aim to create sustainable value forall our stakeholders customers, the Taxi Industry, employees,shareholders, business partners and the communities which weserve. We are here for the long term sustainability and corporatesocial responsibility are integral to the way we do business.

    Environment

    Cabcharge continues to implement a range of policies todistinguish itself as an environmentally sound and responsiblecompany. We regularly review progress and identify potentialadditional initiatives in light of developments in the marketplace.Our focus is not only on practices within our own businessesbut also on encouraging Taxi operators and drivers who chooseour Network services to take their own proactive steps towardsreducing any negative impact they have on the environment.

    Within our own businesses we aim to:

    Use energy, water and paper resources as ef ciently aspossible initiatives include a lights-off policy in workplace

    bathrooms, supported by visible signage; TCS Smash Repairsuses recycled water; all printers default to monochromatic anddouble sided printing.

    Maximise recycling of waste examples include a recyclingprogram for of ce paper and non-secure general paper waste;recycling our old computers, monitors and toners; TCS Smashrecycles old thinners and old body parts; Cabcharge businesscards and Taxi eTICKETs are made from recyclable paper.

    Look to continually improve products and services in wayswhich provide bene ts to all key stakeholders and minimiseenvironmental impact such as increasing use of electronicdelivery of Taxi operator statements and newsletters.

    We have a strong focus on staff involvement. Following a call forexpressions of interest we appointed a staff member as a greenadvocate who is responsible for ensuring that environmentalsignage is current and encouraging other staff to followprocedures for recycling and reducing power and water wastage.We also participated in Earth Hour and continue to act as a mobilephone recycling collection point for both staff and drivers.

    In the past year we have taken further steps to reduce energyand paper usage. In relation to energy use we are trialing auto

    sensor lights in Melbourne to further support the lights offpolicy. On paper usage, an upgrade to our website has meantthat many of our procedures are now automated and can bedealt with via email. Hence, despite a signi cant increase in

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    Cabcharge Annual Repor 2011 13

    applications to open a Cabcharge account, paper usage in theNew Accounts department has been reduced by over 70%.For the rst time we are offering an online e-book version ofthe Annual Report which shareholders can elect to receive.Over time we expect this to result in a signi cant decline in thenumber of hard copies produced.

    Environmental considerations are now an integral part ofour new product development. Hence, the new contactlessCabchargeFASt CARDTM is designed to last for 5 years ratherthan 3 years for the Cabcharge silver card it has replaced.Similarly, the EMV software for the new Cabcharge terminals

    provides for receipts to be printed at the request of thepassenger rather than automatically.

    Our strong focus on encouraging operators and drivers choosingour Network services to adopt environmentally sound practiceshas resulted in an increase in the use of fuel-ef cient, stand-byhybrid taxis in Sydney, Newcastle and Melbourne. Recently, weapproached major car manufacturers and as a result are nowoffering a very attractive nancing package for operators of newtaxi licences in our own eets and country NSW for hybrid cars.Currently 98% of non hybrid taxis supported by our Networksrun on LPG.

    Community

    The Taxi Industry throughout Australia makes signi cantcontributions to the well being of communities, familiesand individuals. These range from the dedication of driverswho provide special care and service to the disabled, to TaxiNetworks who sponsor local community groups and events, tobroader campaigns to improve community safety and providebetter services to those who are transport disadvantaged.These are only a few examples. The Taxi Industry does notseek special recognition for these contributions and they arerarely acknowledged.

    We believe its important to play our role in contributing to thecommunity, both directly and through our involvement in andsupport of Taxi Industry initiatives.

    During the year, natural disasters, especially oods, had adevastating impact on affected individuals and families,businesses and communities. Cabcharge played its part inhelping the recovery from this tragedy. In consultation withthe Taxi Industry associations in Queensland and Victoria, weidenti ed those smaller Taxi Networks whose communities hadbeen most affected and gave them a nancial contribution to

    use at their discretion. We did the same for those impacted byCyclone Yasi. This helped ease the pressure on these Networks,their operators and drivers and their respective families as wellas the communities they serve.

    Through our Taxi Networks we supported a number ofcommunity initiatives during the year, mainly involving localsporting clubs, day centres and charities where we bothparticipated in fund raising events and made donations. A goodexample was Multicultural Harmony Day which Black Cabssponsored in conjunction with the Hawthorn Football Club.The focus was on promoting respect for all members of thecommunity, particularly important for our Taxi drivers and theirfamilies who come from a wide range of cultural backgrounds.We also provided Taxi transport for veterans on Anzac Daythrough our eets in Sydney, Newcastle and Melbourne andcontributed to the Melbourne Royal Childrens Hospital Appeal.

    In addition, we encouraged our staff to become involved inevents such as Australias Biggest Morning Tea for the CancerCouncil, the Pink Ribbon Breakfast and fund raising for thoseaffected by natural disasters such as the oods.

    Many of our senior staff make signi cant private contributionsto medical research, childrens hospitals and children withdisabilities who need assistance to attend educationalestablishments. In the spirit of the Taxi Industry Family, they donot seek any recognition for providing this assistance.

    The Taxi Industry recognises its role in providing effective,professional services to all members of the community despitethe challenges that individuals may face. For many, Taxis arethe only suitable form of transport available to them. Whileoften criticised, the Taxi Industry has in fact made signi cantadvances in providing services to those with mobility constraintsover many years. We work closely with the Taxi Industry andGovernments to continually improve the services we providethrough both the Cabcharge payment system and our TaxiNetwork subsidiaries.

    We currently provide administrative and processing support forTaxi Transport Subsidy schemes in Queensland, Victoria and

    the Northern Territory. Our innovative smart card technology isbeing used to provide greater convenience and ease of use forScheme participants when travelling in Taxis. It also provides ahigh level of security and accountability for the Governments inrelation to the taxpayer funds used to support these Schemes.These features, together with lower operating costs, haveattracted interest from other States who currently have paperbased Schemes.

    In NSW and Victoria Wheelchair Accessible Taxis (WATSvehicles) are now more than 10% of our Networks eets.Particularly pleasing this year has been the signi cant increasein WATS vehicles in our eets in Melbourne which is helping usto improve our services to passengers with mobility constraints.In Sydney, we provide WATS booking and dispatch services forall taxi eets. We recently introduced new technology which will

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    Corporate Social Responsibility cont.

    provide better communication for all drivers on jobs availableand hence assist in improving the response times and quality ofthe Service.

    As well as the number of WATS vehicles, we are also focusedon vehicle features. In 2007 we launched a luxury vehicle for ourpassengers with mobility constraints as part of our commitmentto helping to ensure that all our passengers have access to asimilar standard of service. This was a rst for the Taxi Industryand demonstrated that it is possible to balance the special needsof our passengers with the business needs of our operators.Under the Disability Standards for Accessible Public Transport,

    WATS vehicles will have to meet new height and boarding ramprequirements in 2013. We have been working closely with carmanufacturers and are delighted that we now have Taxis whichmeet these requirements available well ahead of schedule.

    Safety for drivers and passengers has always been a highpriority. The Askari in-vehicle camera, designed by our in houseEuropa team, was introduced during the year and, to the best ofour knowledge, is currently the only camera in NSW which hasbeen independently certi ed as complying with Transport forNSWs speci cations. We are seeking similar accreditation inVictoria which has recently upgraded their camera speci cationand are in close contact with other States and Territoriescurrently reviewing their camera speci cations.

    Through our subsidiary Networks we continue to support andwork with Transport for NSW and the NSW Taxi Council onsafety issues, including Secure Taxi ranks and installation ofcomplimentary automatic taxi phone services for hotels, pubsand clubs which they can use in conjunction with the SecureCabservice to provide automatic ticket numbers. In Melbourne, wework closely with the Victorian Taxi Directorate and the Victorian

    Taxi Association. As do others, we continue to offer driver screensin line with Government regulations. Black Cabs also offersAdvanced Training for drivers where drivers learn about safety,fatigue and dealing with different types of customers.

    In both States, if a driver from one of our eets is injured orinvolved in an incident we provide assistance with counsellingand other support services. We view taxi operators and driverswithin our eets as business partners and part of the Cabchargefamily. For example, we provide free BAS and GST trainingfor operators, rest areas for drivers with facilities includinginternet access and social events such as barbeques and family

    days. During the year we piloted Driver Liaison Committeesin conjunction with the rollout of the new MTData dispatchtechnology. These provided a valuable forum for experiencedoperators/drivers to work with our senior managers to identifyissues and potential solutions.

    More generally, we work with, support and encourage the TaxiIndustry across Australia. We believe in a strong and vibrantTaxi Industry with information on the latest developmentsin Australia and internationally, educational opportunitiesand exchange of views and ideas for the bene t of the entireIndustry. We sponsor the Australian Taxi Industry Associationconference and provide assistance with State conferences. Wealso support other speci c initiatives such as events for countrytaxi operators and sponsorship of taxi driver of the year awards.

    Cabcharge has always been a strong supporter of improvedcareer paths for taxi drivers, in particular priority allocation ofnew taxi licences to experienced, regular taxi drivers with goodcustomer service and safe driving records. We encourage StateGovernments to consider the concept of a weighted seniorityregister which takes into account driving experience, accidentsand complaints in allocating new licences. We believe thiswould help attract and retain good drivers and improve servicesto the public. It could be structured so there was minimal impact

    on State taxi licence revenue.

    Cabcharge recognises the importance of providing ourcustomers and the community more generally with servicesthat are safe, accessible and ef cient. Our new EFTPOSterminal rollout was completed and contactless CabchargeFASt CARDsTM were issued to all account holders. The terminalsgive the Taxi Industry the platform to provide faster and moresecure processing through contactless technology with bene tsfor both passengers and drivers. Through the provision ofterminals at no cost to taxi operators or drivers this service isavailable to communities across Australia. Just as importantly,

    our payments to Taxi Networks signi cantly contribute to theirongoing viability in providing taxi booking and dispatch services,especially in smaller communities. In addition, the new bookingand dispatch technology we have introduced enables us to work

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    Cabcharge Annual Report 2011 15

    with other Taxi Networks, at their request, to provide a range ofalternative disaster recovery options so any service disruptionsto the public are minimised.

    Our Staff

    Cabcharge has a strong commitment to encouraging diversity atall levels within the Group. We believe this makes good businesssense in encouraging innovation, ensuring a broad talent pooland responding to the diverse needs of both our customers andTaxi Industry participants. Given this context, the Companyhas a particular focus on women in leadership, age diversityand cultural diversity. We have made considerable progress.For example, at 30 June 2011, women comprised 33.3% of oursenior executives, compared to an ASX 200 average of 10.3%.We have commenced a review of our existing policies andinitiatives as part of our compliance program with the new ASXCorporate Governance Principles on diversity which apply to theCompany from 1 July 2011.

    The skills and commitment of all our employees are critical tothe success of Cabcharge. Cabcharge recognises the role thatopportunities for professional development and a supportiveworkplace environment play in attracting and retaining staff.

    We endeavour to encourage a culture based on innovation,teamwork, achievement and accountability.

    The Company has always provided a wide range of both internaland external training and development opportunities for ourstaff including support for graduate study. During the year therewas a particular emphasis on in-house training related to theintroduction of new technology and supporting staff to gainnationally recognised quali cations in areas important to thefuture of our businesses.

    In conjunction with the introduction of the MTData bookingand dispatch system there were separate face to face trainingsessions for both staff and drivers, easy to understand manualsand web based training. A similar approach was used with thefull EMV activation on the new contactless Cabcharge terminalswith the web based training fully designed and produced in-house. In both instances, web based training proved to be avaluable addition to more traditional forms and there was verypositive feedback from both staff and drivers who used it sinceit enabled them to do the training when it suited them.

    We also commenced offering the opportunity for staff to

    undertake a workplace based Certi cate IV in either CustomerContact or Frontline Management. This involves a mix of faceto face training, self study and practice in the workplace. It isan important addition to our program for improving customerservice and people management practices, increasingproductivity and retaining staff. There has been a very positiveresponse from staff to this initiative which provides them with anationally recognised quali cation on successful completion.

    We continued our existing policies and programs including thoserelated to merit based recruitment and promotion; induction;performance management; exible work arrangements and

    parental leave; discrimination, harassment and bullying; andworkplace health and safety.

    We maintained a range of non cash bene ts available to staffsuch as providing negotiated discount movie tickets and accessto private vehicle and home insurance on the same terms asthose being offered to taxi operators. In addition, we retainedour Employee Assistance Plan which provides a free con dentialcounselling service for employees. We also continued to sponsorstaff participation in events such as the City 2 Surf in Sydneyand the Corporate Games in Melbourne.

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    Directors Report

    Cabcharge Annual Report 201116

    i ar str gR g ld K r d

    am mBe Russ ll B ld g ao

    n ll f rd P l p fr t

    P t r hy r D ld mcm c l

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    Cabcharge Annual Report 2011 17

    Directors ReportYour Directors present their report on the consolidated entity

    consisting o Cabcharge Australia Limited (the Company orCabcharge) and the entities it controls (the Group) at the end o ,or during, the year ended 30 June 2011.

    DirectorsThe ollowing persons were Directors o the Company ino fce at any time during or since the end o the year except asotherwise stated:

    Mr Reginald Kermode AM MBEMr Ian ArmstrongMr Russell Balding AO (Appointed 6 July 2011)Mr Neill FordMr Philip FranetMr Peter HyerMr Kua Hong Pak (Resigned 13 April 2011)Mr Donnald McMichaelThe Hon Neville Wran AC QC (Hon) LLD (Syd) (Hon) LLD (NSW)FRSA (Resigned 17 November 2010)

    Reg Kermode AM MBEExecutive ChairmanChie Executive O fcerMember o the Board since 27 July 1980

    Special responsibilitiesMember o the Investment Committee

    Mr Kermode ounded Cabcharge in 1976. He is the DeputyChairman o Com ortDelGro Cabcharge Pty Ltd (CDC),a Director o Cabcharge Asia Pte Limited and Director oCityFleet Networks Ltd. Mr Kermode is also a director o otherCabcharge Group entities. He is a past President o the NewSouth Wales Taxi Council and retired Director o the NSW TaxiIndustry Association. He is a Fellow o The Australian Instituteo Company Directors, a Fellow o The Australian Institute oManagement, and is a Justice o the Peace.

    Directorships o other listed public companies held at any time

    during the three years to 30 June 2011 nil.

    Ian ArmstrongNon-Executive DirectorMember o the Board since 17 July 2000

    Special responsibilitiesChairman o the Audit, Risk & Nomination Committee

    Mr Armstrong is a Fellow o the Institute o CharteredAccountants in Australia. He was a partner withPricewaterhouseCoopers or 23 years o which 15 years were inthe feld o corporate fnance.

    Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

    Russell Balding AONon-Executive DirectorMember o the Board since 6 July 2011

    Mr Balding is currently Chairman o the NSW Visitor EconomyTask Force and Deputy Chairman, Board o Destination NSW.Previously Mr Balding was CEO o Sydney Airport CorporationLimited (2006-2011) and Managing Director o the AustralianBroadcasting Corporation (ABC) (2002-2006) a ter being theDirector o Funding, Finance and Support Services. Be orejoining the ABC Mr Balding was the Director o Finance o theNSW Roads and Tra fc Authority. Mr Balding is a Fellow oCPA Australia and a past State President and a member o the

    Australian Institute o Company Directors.Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

    Neill FordNon-Executive DirectorMember o the Board since 21 March 1996

    Special responsibilitiesMember o the Remuneration and Investment Committees

    Mr Ford is the Managing Director o Yellow Cabs (Qld) PtyLimited and Chairman o Taxis Australia Pty Limited. He has inexcess o 30 years experience in taxi company management. Heis a Fellow o the Australian Institute o Company Directors andFellow o the Australian Institute o Management.

    Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

    Philip FranetNon-Executive DirectorMember o the Board since 28 June 1985

    Special responsibilitiesMember o the Audit Risk and Nomination Committee andMember o the Risk Oversight and Management Committee

    Mr Franet was the Chie Executive O fcer o Silver Top TaxiService Ltd until his retirement in 2005. He is also a pastPresident o Victorian Taxi Association. He has over 40 yearsexperience in the Taxi Industry and has consulted to theEmirates o Dubai, Abu Dhabi and the Sultanate o Qatar onthe establishment o a large taxi organisation including theestablishment o charge account services in Dubai.

    Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

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    Directors Report cont.Peter HyerNon-Executive DirectorMember o the Board since 25 June 1996

    Special responsibilitiesMember o the Remuneration and the Audit, Risk & NominationCommittees

    Mr Hyer is the Chairman and Managing Director o AdelhillLimited parent entity o Premier Cabs Pty Limited, Directoro Cumberland Cabs Company Pty Limited, Director o WesternDistricts Cabs Company Limited, Director o Western DistrictsCabs (NSW) Pty Limited and Director o Northern Districts Taxis(Sydney) Pty Limited. He is a Fellow o the Australian Institute o

    Company Directors.

    Donnald McMichaelNon-Executive DirectorMember o the Board since 25 June 1996

    Special responsibilitiesMember o the Risk Oversight & Management Committee

    Mr McMichael is a member o the Australian Institute oManagement and Australian Society o Australian Executives.He is an Associate o the Australian Institute o CompanyDirectors and was ormerly Chairman o Aerial Taxi Co-OpSociety Limited and a Director o Yellow Cabs (Canberra) Pty Ltd,and a Director o the Fundraising Institute o Australia (ACT).

    Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

    Directorships o other listed public companies held at any timeduring the three years to 30 June 2011 nil.

    Company Secretaries

    Sharon Doyle

    Company Secretary since 19 February 2002

    Ms Doyle held the position o Company Secretary at the end o the fnancial year. She is a Solicitor admitted to the Supreme Court oNew South Wales and joined the Cabcharge group 18 years ago. She continues her role as Corporate Counsel or the Cabcharge Groupo Companies and Com ortDelGro Cabcharge Pty Ltd.

    Chip Beng Yeoh

    Additional Company Secretary since 8 April 2009

    Mr Yeoh has been the Chie Financial O fcer o Cabcharge Group since 26 February 2007. He is a member o the CPA Australia and theInstitute o Certifed Public Accountants o Singapore. He holds a Bachelor o Commerce (Accountancy, Finance & Systems) rom theUniversity o New South Wales. He is a Director o Newcastle Taxis Pty Ltd and an alternate Director o Cabcharge International Ltd.

    Principal Activities and Any Signifcant Changes in NatureThe Group primarily is involved in taxi related services as well as having a signifcant interest in bus and coach services through itsinterest in an associate.

    There were no signifcant changes in the nature o the activities o the Group during the year.

    DividendsDividends paid or declared or payment since the end o the previous fnancial year are as ollows:

    Date paid or scheduled Type Cents per share Paid or declared $000

    In respect o the prior year

    29 October 2010 Final 17.0 20,473

    In respect o the current year

    29 April 2011 Interim 10.0 12,043

    28 October 2011 Final 20.0 24,086The 2011 fnal dividend was declared a ter the end o the fnancial year and is payable on 28 October 2011 with a record date o 30 September 2011.All dividends are ully ranked at a tax rate o 30%.

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    Cabcharge Annual Report 2011 19

    Review o OperationsA summary o key nancial indicators is set out in the table below. Commentary on the results is included in the Chairmans report.

    Operating ResultsThe Groups pro t a ter income tax attributable to equity holders o Cabcharge Australia Limited amounted to $46,126,000(2010: $57,604,000).

    The operating cash fow or the year o $32.2million was impacted by the ACCC settlement.

    The rollout o the Contactless EFTPOS terminals and MTData dispatch system has increased our depreciation.

    Total assets at 30 June 2011 o $479million which represents an increase o $31.1million over 30 June 2010.

    Net debt to equity ratio was 40.4% at 30 June 2011.

    Signifcant Changes in the State o A airsThere were no signi cant changes in the state o a airs o the Group during the year under review.

    Events Subsequent to Balance DateSubsequent to the reporting date, the Bank has extended the maturit y date o the current bank bill acility totalling $55.25m to31 October 2014.

    No other matters or circumstances have arisen since the end o the nancial year which signi cantly a ected or may signi cantly a ect

    the operations o the Group, the results o those operations, or the sta te o a airs o the Group in subsequent nancial years.

    Future DevelopmentsThe Directors are o the opinion that the new nancial year will be a period o continued growth. Other than the in ormation disclosed in thereview o operations or Notes to the Consolidated Financial Statements, urther in ormation as to the likely developments in the operationso the Group and the expected results o those operations in subsequent years has not been included in this report because the Directorsbelieve, on reasonable grounds, that to include such in ormation would be likely to result in unreasonable prejudice to the Group.

    ACCC SettlementDuring the year, the ACCC proceedings against Cabcharge were set tled. The resulting $15 million settlement has been recognised as acurrent year charge.

    As at 30 June 2010, no provision was made in the accounts in respect o this matter as the Directors were hope ul o a reasonable andsatis actory outcome or the Company. The in ormation usually required by AASB 137Provisions, Contingent Liabilities and Contingent Assets , was not disclosed on the grounds that it was subject to a con dentiality agreement pending Federal Cour t approval and anydisclosure could have prejudiced Cabcharges position.

    2011 2010 2009 2008 2007

    Total revenue ($m) 184.5 174.5 173.6 171.8 149.2

    Pro t a ter tax ($m) 46.1 57.6 61.4 59.0 51.8

    Earnings be ore interest and tax (EBIT $m) 70.8 81.1 86.4 83.9 72.0

    Earnings be ore interest, tax, depreciation andamortisation (EBITDA $m) 83.3 91.6 94.8 92.2 80.1

    Earnings per share basic (cents) 38.3 47.8 51.0 50.3 44.9

    Share Capital ($m) 138.3 138.3 138.3 138.3 113.0

    Capital and reserves ($m) 306.8 294.9 279.7 263.4 217.6

    Total assets employed ($m) 479.0 447.9 418.9 380.8 310.2

    Net assets per share (excluding goodwill) (cents) 243.7 233.9 221.3 213.1 185.0

    Return on contributed equity (%) 33.3% 41.6% 44.4% 42.7% 45.8%Dividend per share (cents) 30.0 34.0 34.0 34.0 30.0

    Dividends paid ($m) 32.5 40.9 40.9 40.4 35.2

    Dividend payout ratio (%) 78.4% 71.0% 66.7% 68.5% 68.0%

    Franking account balance at 30% tax ($m) 59.4 55.2 54.9 52.4 48.0

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    Directors Report cont.

    Environmental IssuesThe Groups operations are not regulated by any particular and signifcant environmental regulations under a law o the Commonwealthor o a State or Territory.

    Directors Interests in SharesThe relevant interest o each Director in the share capital o the Company at the date o this report is as ollows:

    Share OptionsNo share options were granted during the year and to the date o this report, and there were no options outstanding at the end o thefnancial year.

    Contracts with DirectorsThere are no contracts

    (i) to which a Director is a party or under which a Director is entitled to a beneft, or

    (ii) that con ers a right to call or or deliver shares in, or debentures o or interests in a registered scheme made available by theCompany or a related body corporate.

    Other InterestsNo Director has relevant interests in, or rights or options over debentures, or interests in a registered scheme made available by the

    Company or a related body corporate.

    Note Direct

    Interest Shares

    Indirect

    Interest Shares Total

    Reg Kermode 609,750 609,750

    Ian Armstrong 250,000 250,000

    Neill Ford 1 315,000 315,000

    Peter Hyer 2 1,126,260 1,126,260

    Donnald McMichael 3 2,000 2,000

    2,303,010

    1 315,000 Fully Paid Ordinary Shares held by NL Ford Nominees Pty Ltd Super Fund.

    2 121,667 Fully Paid Ordinary Shares held by Windcode Pty Ltd; 1,004,593 Fully Paid Ordinary shares held by Adelhill Limited in which Mr Hyer is Chairman,Managing Director and Shareholder.

    3 2,000 Fully Paid Ordinary Shares held by Donren Holdings Superannuation account.

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    Cabcharge Annual Report 2011 21

    Directors Meetings Committee Meetings

    Audit, Risk & Nomination Committee

    Remuneration Committee

    Investment Committee

    Risk Oversight & Management

    Committee

    Number Eligible

    to Attend Number Attended

    Number Eligible

    to Attend Number Attended

    Number Eligible

    to Attend Number Attended

    Number Eligible

    to Attend Number Attended

    Number Eligible

    to Attend Number Attended

    Reg Kermode 9 9 nm nm nm nm 2 2 nm nm

    Ian Armstrong 9 9 5 5 nm nm nm nm nm nm

    Neill Ford 9 8 nm nm 1 1 2 2 nm nm

    Philip Franet 9 9 4 4 nm nm nm nm 2 2

    Peter Hyer 9 9 5 5 1 1 nm nm nm nm

    Kua Hong Pak 7 7 nm nm nm nm nm nm nm nm

    Donnald McMichael 9 9 nm nm nm nm nm nm 2 2

    Neville Wran 4 4 1 1 nm nm 1 1 nm nm

    nm - not a member o the relevant committee

    Remuneration Report (audited)a) Details of the Key Management Personnel (KMP)

    The KMP o the Group include the Directors (as detailed in the beginning o this report) and the ollowing executive o fcers (includingthe fve most highly remunerated Company and Group executives): -

    Name of KMP Position

    Sharon Doyle Company Secretary & Corporate Counsel

    Sai Kancharla Deputy Chie Financial O fcer

    Fred Lukabyo Group Chie Operating O fcer - Taxi Operations

    Anne Rein Group General Manager - People and Business Improvement

    Tania Robinson Group Chie Operating O fcer - Treasury & Finance

    Rob Roozendaal Group General Manager - In ormation Technology

    Andrew Skelton Chie Operating O fcer o Black Cabs Combined

    Chip Beng Yeoh Chie Financial O fcer & Company Secretary

    Meetings of DirectorsThe number o Directors Meetings which Directors were eligible to attend (including Committee Meetings) and the number attended byeach Director during the year ended 30 June 2011 were:

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    Cabcharge Annual Report 201122

    Directors Report cont.b) Compensation practices

    The Boards policy or determining the nature and amount o compensation or KMP or the Group is designed to retain and motivateindividuals on a market competitive basis.

    The compensation structure or KMP comprises two components a base salary package and a variable cash bonus based on individualcontribution and overall per ormance o the Group. The base salary package takes into account a number o actors including availablemarket in ormation on similar positions in comparable companies, the value o in depth understanding o the uniqueness and complexityo the Cabcharge businesses, individual capability and experience in relation to the requirements o the position and the contributions othe individual. Annual reviews also take into account any changes in responsibilities such as additional duties.

    The base salary package includes compulsory employer contributions to superannuation. KMPs can elect to receive their base salarypackage in a variety o orms including cash, additional contributions to superannuation as permitted by relevant legislation and ringebene ts such as motor vehicles. It is intended to provide KMPs with fexible compensation options so they structure their base salarypackage in a manner which best suits their own circumstances without creating additional costs or the Group.

    In the case o the Executive Chairman, the base salary package and per ormance bonus is determined by the Remuneration Committee andthe Board on an annual basis based on advice rom external remuneration consultants and a ter reviewing comparative listed companies.The base salary package or the Executive Chairman refects his dual role as Chairman and Managing Director, his unique leadership andvision, his extensive industry experience and his contribution to the per ormance o the Group since listing on the ASX. It also takes intoaccount his responsibilities in driving and managing the diversi cation o the Group through the associate companies.

    A cash bonus reward scheme is in place to rein orce both the annual and longer term goals o the Group and to provide an alignment ointerest between management and shareholders. It is designed to assist in the retention and motivation o individuals on a competitivebasis. It takes into account Group per ormance and achievement o individual goals related to:

    nancial results at Group level and revenue growth and costs against budget at a business unit level;

    the impact of the Groups performance on shareholders wealth over 2011 and the previous 4 years NPAT, dividends paid, return oncontributed equity and change in share price compared to the All Ordinaries Index; and

    the achievement of strategic priorities and milestones in relation to the introduction of new technology, product innovation andbusiness diversi cation which are critical to the Groups success.

    In the case o the Executive Chairman, the Remuneration Committee and the Board review per ormance against annual and longerterm nancial and strategic targets agreed a t the commencement o and during the year. In addition to those or other KMPs as set outabove, these include targets relating to risk management and the NPAT contribution o the associate companies.

    Any bonus paid to other KMPs is commensurate with their position and responsibilities within the Group and their contribution to Groupper ormance.

    Contracts or service between the Company or companies within the Group and KMP are on a continuing basis, the terms o which arenot expected to change in the immediate uture. The notice period or termination varies rom three to six months. Upon retirement,KMP are paid employee bene t entitlements accrued to the date o termination.

    Non-executive Directors receive ees only and are not paid per ormance based payments. Independent advice is sought on ees orDirectors.

    Consequences of performance on shareholder wealthIn considering the Groups per ormance and bene ts or shareholder wealth, the Remuneration Committee have regard to the ollowingindices in respect o the current nancial year and the previous our nancial years.

    2011 2010 2009 2008 2007

    Pro t a ter tax ($m) 46.1 57.6 61.4 59.0 51.8

    Dividends paid ($m) 32.5 40.9 40.9 40.4 35.2

    Return on contributed equity (%) 33.3% 41.6% 44.4% 42.7% 45.8%

    Change in share price $0.01 ($0.02) ($3.04) ($4.21) $6.05

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    Cabcharge Annual Report 2011 23

    c) KMP compensation

    Short-term benefts Post-employment benefts

    2011 Year:

    Salary, ees and other short term benefts 1

    ($)

    Non-cash benefts

    ($)

    Cash bonus (per ormance

    related) 2 ($)

    Super- annuation

    contributions ($)

    Other benefts 1

    ($)

    Termination benefts

    ($) Total

    ($)

    Per ormance related

    % Executive DirectorReg Kermode 1,953,965 26,014 - - 32,838 - 2,012,817 -Non-executive DirectorsIan Armstrong 38,725 - - 50,000 - - 88,725 -Neill Ford 88,853 - - 7,997 - - 96,850 -Philip Franet 43,465 - - 50,000 - - 93,465 -Peter Hyer 96,850 - - - - - 96,850 -

    Kua Hong Pak(Resigned 13 April 2011) 63,136 - - - - - 63,136 -

    Donnald McMichael 81,399 - - 7,326 - - 88,725 -

    Neville Wran(Resigned 17 November 2010)

    40,354 - - - - - 40,354 -

    Other ExecutivesSharon Doyle 459,499 18,862 - 15,199 9,068 - 502,628 -Sai Kancharla 215,794 - - 41,051 13,317 - 270,162 -Fred Lukabyo 374,307 19,328 - 15,199 15,754 - 424,588 -Anne Rein 275,658 - - 47,234 3,827 - 326,719 -Tania Robinson 393,361 - 20,000 26,968 261 - 440,590 5%Rob Roozendaal 239,770 - - 24,884 - - 264,654 -Andrew Skelton 352,846 - - 15,199 3,531 - 371,576 -Chip Beng Yeoh 442,364 - - 37,457 7,590 - 487,411 -Total Group remunerationfor KMP for 2011 year 5,160,346 64,204 20,000 338,514 86,186 - 5,669,250

    2010 Year:

    Executive DirectorReg Kermode 1,936,349 49,968 425,000 - 31,651 - 2,442,968 17%Non-executive DirectorsIan Armstrong 31,399 - - 57,326 - - 88,725 -Neill Ford 88,853 - - 7,997 - - 96,850 -Philip Franet 29,576 - - 59,149 - - 88,725 -Peter Hyer 96,850 - - - - - 96,850 -Kua Hong Pak 80,600 - - - - - 80,600 -Donnald McMichael 81,399 - - 7,326 - - 88,725 -Neville Wran 96,850 - - - - - 96,850 -Other Executives

    John D'Arcy(Resigned 18 June 2010) 301,126 - 10,000 14,461 - 40,671 366,258 3%

    Sharon Doyle 469,369 18,862 - 14,461 - - 502,692 -

    Sai Kancharla 220,292 - 12,000 15,295 7,648 - 255,235 5%

    Fred Lukabyo 379,070 35,141 15,000 14,461 12,002 - 455,674 3%

    Anne Rein 255,556 - 10,000 56,927 1,591 - 324,074 3%

    Tania Robinson(From 27 April 2010) 70,857 - - 2,964 - - 73,821 -

    Rob Roozendaal 197,087 - 12,000 64,461 9,601 - 283,149 4%

    Andrew Skelton 321,150 7,527 10,000 14,461 14,019 - 367,157 3%

    Chip Beng Yeoh 443,646 - 12,000 40,450 1,280 - 497,376 2%

    Total Group remunerationfor KMP for 2010 year 5,100,029 111,498 506,000 369,739 77,792 40,671 6,205,729

    1 These include accruals and provisions or annual leave and long service leave. The comparative in ormation has been adjusted to refect the annual accruals and provisions orthese bene ts. 2 The cash bonus is or per ormance during the respective nancial year using the criteria set out on page 22. The amount was determined a ter per ormancereviews were completed and reviewed by the Remuneration Committee. Amounts included in remuneration or the nancial year represent the ull bonus amount based onachievement o personal goals.

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    Cabcharge Annual Report 201124

    Directors Report cont.

    Indemnifcation and insurance o o fcers and auditorsThe Company has agreed to indemni y the current Directors o the Company against all liabilities to another person (other than theCompany or a related body corporate) that may arise rom their position as Directors o the Company and its controlled entities, exceptwhere the liability arises out o conduct involving a lack o good aith. The agreement stipulates that the Company will meet the ullamount o any such liabilities, including costs and expenses.

    The Company has also agreed to indemni y the current Directors o its controlled entities or all liabilities to another person (other than theCompany or a related body corporate) that may arise rom their position, except where the liability arises out o conduct involving a lack ogood aith. The agreement stipulates that the Company will meet the ull amount o any such liabilities, including costs and expenses.

    Since the end o the previous fnancial year the Company has paid insurance premiums, the total o which is not permitted to bedisclosed, in respect o Directors and o fcers liability and legal expenses, insurance contracts, or current and ormer Directors ando fcers, including senior executives o the Company and Directors, senior executives and secretaries o its controlled entities. Theinsurance premiums relate to costs and expenses incurred by the relevant o fcers in de ending proceedings, whether civil or criminaland whatever their outcome; and other liabilities that may arise rom their position, with the exception o conduct involving a wil ulbreach o duty or improper use o in ormation or position to gain a personal advantage.

    There has been no indemnifcation o the current auditors, nor have any insurance premiums been paid in respect o the current auditorssince the end o the previous year.

    Non-audit services by auditorsNon-audit services provided by KPMG Australia, the auditor o the Group, were or the provision o taxation compliance services or which

    ees were paid or payable o $128,000. In 2010, the ee or non-audit services (being taxation and administrative services) was $115,000.

    The board has considered the non-audit services provided during the year by the auditor and in accordance with written adviceprovided by resolution o the audit committee, is satisfed that the provision o those non-audit services during the year by the auditor iscompatible with, and did not compromise, the auditor independence requirements o theCorporations Act 2001 or the ollowing reasons:

    (i) all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by theaudit committee to ensure they do not impact the integrity and objectivity o the auditor; and

    (ii) the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Codeo Ethics or Pro essional Accountants, as they did not involve reviewing or auditing the auditors own work, acting in a management ordecision making capacity or the Company, acting as an advocate or the Company or jointly sharing risks and rewards.

    Details o the amounts paid to the auditor o the Group, KPMG Australia, and its related practices or audit and non-audit servicesprovided during the year are set out in note 30 o the Consolidated Financial Statements.

    Lead auditors independence declarationThe lead auditors independence declaration is set out on page 25 and orms par t o the Directors Report or the fnancial year ended30 June 2011.

    Rounding oCabcharge is a company o the kind re erred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order,amounts in the fnancial report and the Directors Report have been rounded o to the nearest thousand dollars, unless otherwiseindicated.

    Signed in accordance with a resolution o the Board o Directors.

    Philip FranetDirector

    Dated at Sydney this 28th day o September 2011

    Peter HyerDirector

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    Cabcharge Annual Report 2011 25

    Auditors Independence Declaration

    Lead Auditors Independence Declaration under Section 307C of the Corporations Act 2001

    To: the directors o Cabcharge Australia Limited

    I declare that, to the best o my knowledge and belie , in relation to the audit or the fnancial year ended 30 June 2011 there have been:

    (i) no contraventions o the auditor independence requirements as set out in theCorporations Act 2001in relation to the audit; and

    (ii) no contraventions o any applicable code o pro essional conduct in relation to the audit.

    KPMG

    Mark EpperPartner

    Sydney28 September 2011

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    Cabcharge Annual Report 201126

    Corporate Governance Statementfor the year ended 30 June 2011

    The Board o Cabcharge Australia Limited is responsible orthe corporate governance o the Company. This statementrefects the key eatures o Cabcharges corporate governance

    ramework. Cabcharge continues to place great importanceon the governance o the Group, as it believes that propergovernance is vital to the overall well being o the Group and thecomprehensive ramework that the Board has adopted refectsCabcharges dedication in this area. The manner in which theGroup is operated, in accordance with its corporate governance

    ramework, ensures that Cabcharge not only allows the Groupto operate as e ciently as possible but also gives it the scope

    to properly assess and analyse any risk taking activities thatmay arise rom time to time. Cabcharges guidelines and thepractices o the Group comply with the revised CorporateGovernance Principles and Recommendations published in 2007by the Australian Securities Exchange (ASX) Limiteds CorporateGovernance Council.

    Charter

    The Cabcharge Board o Directors responsibilities and rolesare set out in the Cabcharge Board Charter. The Boardsresponsibilities include:

    The Groups corporate governance principles, including theestablishment o Committees;

    Supervision of the Groups general affairs and operationsby working with management within the Group to establishstrategic and nancial objectives;

    Monitoring the nancial and overall performance of theGroups management in each area;

    Ensuring that the risk management procedures in place aree ective and operational (including appropriate reportingmechanisms);

    Overall control and continuous review of the Groups majorcapital expenditure and expansion;

    Review of compliance relating to statutory requirements,the Companys constitution and approval o HR policies;

    Employment of the Chief Executive Of cer and ensuringe ective succession plans relating to senior managementpersonnel.

    The Cabcharge Board o Directors may delegate to its sub-committees, an o cer o a group company, or any other personin authority to per orm any o its unctions and exercise any oits powers, in the ordinary course o business. This includes theday to day administration o its assets, including ensuring thatassets are adequately insured where necessary; that detailedmarket investigations and e ective due diligence is carried outon proposed investments or acquisitions; that capital requiredto develop the Companys port olio o investments, proposedinvestments or acquisitions as well as general working capitalrequirements is adequate; and that, subject to the responsibility

    o the Boards Audit and Risk Committee, there is e ectiverisk management, nancial management and compliancemanagement o the Companys assets.

    Board composition

    There are currently seven members o the Cabcharge Boardand details o their experience, quali cations and specialresponsibilities (Committee membership) are set out in theDirectors Report rom page 17.

    IndependenceIn accordance with the ASXs Corporate Governance Principlesand Recommendations, the Board continuously assessesthe independence o each Director. The Board classi es anindependent Director to be a Director that is independent omanagement, in addition to being ree o any business or otherrelationship that could materially confict or inter ere withthe exercise o un ettered judgment. The Board comprises sixnon-executive Directors and one executive Director who is theChie Executive O cer and Chairman. O the six non-executiveDirectors the ollowing Directors are considered to be nonindependent:

    Mr Peter HyerMr Neill Ford

    Non-Executive Directors who are not independent aresegregated rom operational management o Cabcharge, inparticular its wholly owned Taxi Network subsidiaries. TheTaxi Industry is a very specialised Industry and because o theNon-Executive Directors commercial knowledge and expertisewithin the Taxi Industry and Transport Industry generally, theBoard considers that these Directors are able to e ectivelycarry out their responsibilities in accordance with the BoardCharter. The other Non-Executive Directors who are deemed tobe independent are:

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    Cabcharge Annual Report 2011 27

    Mr Ian ArmstrongMr Philip FranetMr Donnald McMichaelMr Russell Balding AO

    As a result o consideration given by the Board it has beendetermined that neither Mr Armstrong, Mr McMichael,Mr Franet and Mr Balding have any relationships whichbreach the materiality threshold or that in the context o theactivities as a whole, none o these Directors have relationshipsconsidered to compromise their independence.

    In addition, even though it is recommended by the Guidelinesthat the roles o Chairperson and Chie Executive O cer shouldnot be exercised by the same individual, Mr Reg Kermodehas held these positions since 27 July 1980. Mr Kermodesleadership and expertise within the Taxi and Transport Industriesgenerally along with his long term vision or Cabcharge has seenthe Group grow rom a small operation to a company listed onthe Australian Securities Exchange. The success and continueddiversity and growth o the Group are largely attributable toMr Kermodes per ormance and vision or the Cabcharge Groupas Chairman and Chie Executive O cer. Given the overallsuccess o the Group the Board believes it to be inappropriateand unnecessary to separate the roles o Chairman and ChieExecutive O cer at this time.

    Disclosure

    Cabcharge Directors also have strict obligations relating to theirdisclosure o any share trades or material contracts or otherrelationships with the Group in accordance with the provisionso the Corporations Act and Policy guidelines. Directors mustalso declare a confict o interest where such an interest liesin relation to a matter be ore the Board and the guidelinesexpressly prohibit a Director taking part in discussion or votingon an issue in which any Director has a confict o interest.

    Education

    Directors participate in an induction program upon appointmentand programs o continuing education are available to ensurethat the Board is kept up to date not only with developmentswithin the Taxi and Transport industries generally, but alsodevelopments within statutory and governance guidelines.Directors are also entitled to seek independent pro essionaladvice at the expense o Cabcharge on matters pertaining totheir roles o Directors.

    Operations and continuous review

    The Board meets regularly with a comprehensive agenda which isspeci cally designed or each meeting to ensure that in addition toregular operational issues other matters that require discussion,guidance or review are brought to the Boards attention.Management is invited to attend Board discussions as andwhen required. In addition to the meetings which are allocated

    at the commencement o each year, meetings may be called atany time or discussion on any issue required. The per ormance,policies and practices o the Board and the Group are reviewedon an annual basis. The reviews are considered to be importantand in ormative to the Board as they are use ul tools to assist in

    identi ying areas requiring tighter control, general improvement oran overall review o speci c or general Group Operations.

    Appointment of Directors

    The Board o Directors in accordance with the CompanysConstitution have developed criteria or Director appointments,with the criteria aimed at selecting Directors who are capableo contributing to the overall operation o the Company, have athorough knowledge o various aspects o the Industry and aremotivated to per orm to the best o their ability whilst servingCabcharge as a Director. All Cabcharge Directors must meet the

    ollowing criteria:

    Ability to provide and apply expertise to the Groupsoperations;

    Understand the complexities of the Taxi Industry andTransport Industry generally;

    Be willing to contribute meaningful and appropriate input intodiscussions and demonstrate decision making skills taking intoaccount both the present and the uture;

    Have a thorough understanding of the statutory frameworko the Taxi and Transport Industries and the complexitiesinvolved and to be prepared to continuously be educated;

    Work as a team with other Directors and management andeel con dent to express their views on any matter relating to

    the operations o the Group.

    Directors and their terms in o fce

    Name Years

    Mr Reg Kermode AM MBE 31Mr Philip Franet 26Mr Donnald McMichael 15Mr Neill Ford 15Mr Peter Hyer 15Mr Ian Armstrong 11Mr Russell Balding AO 6/7/2011

    Upon selection, a letter o appointment and welcome is providedto the Director setting out the terms o the appointment inaccordance with the Companys Constitution including theBoards advice as to the amount o time expected o theDirector, Board Policies and the Constitution and other ancillary

    in ormation.

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    Corporate Governance Statementfor the year ended 30 June 2011 cont.

    A summary o Board Policies which are relevant to the unctionsand compositions o the Board comprise:

    The Board Charter and approval of all other CorporateGovernance principles;

    Selection of Committees.

    Ethical standards

    Share TradingCabcharge has in place a Policy concerning trading in Cabchargesecurities by Directors, o fcers and employees. The CabchargePolicy in relation to the trading o Cabcharge shares encompassesthe ollowing:

    Dealing Rules clearly identi es the Directors, Of cers andemployees who are restricted rom trading (DesignatedO fcers);

    Identi es and raises awareness about the prohibitions underthe law and the requirements o the policy. The policy makes

    it clear that it is inappropriate or the Designated O fcerto procure or to trade when the Designated O fcers havein ormation relating to the per ormance o the Group thathave not yet been disclosed to the public. Designated O fcersare also aware o the need to en orce confdentiality againstexternal advisors;

    Requires Designated Of cers to provide noti cation to theChie Executive O fcer (with the CEO noti ying the Board oDirectors);

    Con rmation of any trading;

    Sets out the black out periods;

    Speci es if there is any discretion to permit trading byDesignated O fcers in specifc circumstances;

    Speci es whether Cabcharge prohibits Designated Of cersrom entering into transactions in associated products which

    operate to limit the economic risk o their security holdings inthe Company.

    Code of conduct

    The Cabcharge Board has established a Code o Conductto guide its Directors, the Chie Executive O fcer, the ChieFinancial O fcer and its key executives in relation to:

    The practices necessary to maintain con dence inCabcharges integrity;

    The responsibility and accountability of individuals forreporting and investigating reports o unethical practices.

    The Cabcharge Board has established a Code o Ethics andConduct which addresses the ollowing issues:

    Con icts of interest managing situations where the interesto a private individual inter eres or appears to inter ere with

    the interests o Cabcharge as a whole;

    Corporate opportunities preventing Directors and keyexecutives rom taking advantage o property, in ormation orposition or opportunities arising rom these or personal gainor to compete with Cabcharge;

    Con dentiality restricting the use of non-public informationexcept where disclosure is authorised or legally mandated;

    Fair dealing by all employees with Cabcharges customers,suppliers, competitors and employees;

    Protection of and proper use of the Companys assets protecting and ensuring the e fcient use o assets orlegitimate business purposes;

    Compliance with laws and regulations active promotion ofcompliance;

    Encouraging the reporting of unlawful/unethical behaviour;

    Active promotion of ethical behaviour and protection for thosewho report violations in good aith.

    Remunerate fairly and responsiblyThe Remuneration Committee consists o Mr Hyer and Mr Ford.

    The Cabcharge Group aims to reward executives in accordancewith their pos