computershare limited 31 december 2002 year report 14.03.03.pdf · ownership and other investor...

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

ABN 71 005 485 825

FINANCIAL REPORT

FOR THE HALF-YEAR ENDED 31 DECEMBER 2002


FINANCIAL REPORT FOR THE HALF-YEAR ENDED

31 DECEMBER 2002 Contents Page Directors’ Report 3 Condensed Statement of Consolidated Financial Performance 5 Condensed Statement of Consolidated Financial Position 6 Condensed Statement of Consolidated Cash Flows 7 Notes to the Consolidated Financial Statements 8 Directors’ Declaration 15 Independent Review Report 16 Company Directory 18

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial half-year ended 31 December 2002. DIRECTORS The names of the directors of the Company in office during or since the end of the half-year are: Philip D De Feo (appointed 4 June 2002) William E Ford (appointed 17 January 2003) Peter J Griffin Penelope J Maclagan Christopher J Morris Alexander S Murdoch Iain D Saville (appointed 1 May 2002) Anthony N Wales Unless otherwise indicated, all directors held their position as a director throughout the entire half-year and up to the date of this report. PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the course of the financial half-year were the operation of computer technology services, operation of share registries, including the administration of employee share and option plans and the provision of software specialising in share registry, financial and stock markets. In addition, the Group also offers corporate trust services and acts as trustee for clients’ debt offerings in certain markets and provides share ownership and other investor relations services through its Analytics businesses and print and mail distribution services through its Document Services businesses. Computershare is a registered securities transfer agent. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by certain federal and state agencies and undergoes periodic examinations by those regulatory agencies. There were no significant changes in the nature of the activities of the consolidated entity during the half-year. CONSOLIDATED PROFIT The consolidated profit of the consolidated entity for the half-year was $3.9 million after deducting income tax and outside equity interests. DIVIDENDS Dividends paid, declared or recommended by the Company since the end of the previous financial year were: As proposed and provided for in the financial report as at 30 June 2002:

A final ordinary dividend of two and a half cents per share amounting to $13,861,273 franked at 30%, in respect of the year ended 30 June 2002 was paid on 30 September 2002. A reset preference share dividend of 5.5% per annum amounting to $4,136,250 franked at 30%, in respect of the six months ended 30 November 2002, was paid on 2 December 2002.

Dividends paid, declared or recommended by the Company in respect of the current financial year: An interim ordinary dividend of two and a half cents per share amounting to $13,420,886 franked at 30%, paid on 28 March 2003, has been declared by directors in respect of the current financial year. This dividend was not declared until 6 March 2003 and accordingly no provision has been recognised at 31 December 2002. A reset preference share dividend of 5.5% per annum of $700,685 has been accrued in respect of the period 1 December 2002 to 31 December 2002. The total preference share dividend referable to the half year ended 31 December 2002 is $4,158,852.

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REVIEW OF OPERATIONS The Group has recorded an operating profit before tax of $13.9 million for the half-year ended 31 December 2002 (2001: $39.4 million). Half-year revenue is down 12% to $348.7 million (2001: $396.5 million). Before non-recurring items the Group’s earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 25% to $54.9 million (2001: $73.0 million). Net profit attributable to members is down 84% to $3.9 million from $24.5 million. The results for the six months to December 2002 represent a solid result given the challenging market conditions. These factors impacted the business through significant reductions in corporate actions and margin income. The restructuring of the company initiated towards the end of financial year 2002 began a period of consolidation. The new global management structure for the three geographical regions is delivering greater accountability at the regional level and an overall reduction in costs. Senior and middle management structures have undergone changes that have delivered an improvement in service standards and have demonstrated an ability to win new business in each of the regions against local and global competition. The group was pleased to recently announce the appointment of US based, Mr William E. Ford III as a non-executive director. SIGNIFICANT EVENTS AFTER BALANCE DATE No matter or circumstance has arisen since the end of the half-year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, except that in December 2002 Computershare announced the acquisition of certain assets of EFA Software Services Ltd and EFA Cyprus Ltd. The purchase was completed in February 2003. ROUNDING OF AMOUNTS The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors’ report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. Signed in accordance with a resolution of the directors.

___________________________ A. S. Murdoch, Chairman

____ _______________________C. J. Morris, Managing Director 13 March 2003

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL PERFORMANCE


Note 31 December 2002 31 December 2001$000’s $000’s

Revenues: Sales revenue 2 342,462 390,631Other revenues from ordinary activities 2 6,233 5,845 Total revenue 348,695 396,476 Expenses: Direct services 268,496 292,514Technology services 52,670 51,087 Corporate services 9,880 6,601 Borrowing costs 3,785 6,878Total expenses 334,831 357,080 Profit from ordinary activities before income tax expense 13,864 39,396 Income tax expense relating to ordinary activities (9,047) (15,211)Net Profit 4,817 24,185 Net Profit/(Loss) attributable to outside equity interests 915 (289) Net Profit attributable to members of the parent entity 3,902 24,474 Net exchange difference on translation of financial report of self-sustaining foreign operations

676 (5,960)

Total revenues, expenses and valuation adjustments attributable to members of the parent entity and recognised directly in equity

676 (5,960)

Total changes in equity other than those resulting from transactions with owners as owners

4,578 18,514

Ordinary dividends provided for or paid Preference dividend accrued

0 4,159

2,766813

Basic earnings per share (cents per share) Normalised basic earnings per share (cents per share)

0.0 0.8

4.34.3

Diluted earnings per share (cents per share) Normalised diluted earnings per share (cents per share)

0.6 1.4

4.44.4

Ordinary dividends per share (cents per share) 2.5 0.5

The accompanying notes form an integral part of these financial statements.

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS AT 31 DECEMBER 2002

31 December 2002 30 June 2002$000’s $000’s

CURRENT ASSETS Cash assets 86,807 74,327Receivables 143,025 150,210Other financial assets 39,889 41,526Inventories 3,771 3,355Tax assets 2,370 1,731Other 9,279 11,092TOTAL CURRENT ASSETS 285,141 282,241

NON-CURRENT ASSETS Receivables 1,321 595Other financial assets 18,112 7,543Property, plant & equipment 146,672 146,958Deferred tax assets 41,118 39,804Intangibles – goodwill 464,589 479,461Intangibles – other 2,917 3,114TOTAL NON-CURRENT ASSETS 674,729 677,475

TOTAL ASSETS 959,870 959,716

CURRENT LIABILITIES Payables 119,166 130,353Interest bearing liabilities 5,348 5,975Tax liabilities 3,704 7,382Other provisions 20,091 32,182Other 49 566TOTAL CURRENT LIABILITIES 148,358 176,458

NON-CURRENT LIABILITIES Interest bearing liabilities 155,418 102,824Deferred tax liabilities 20,704 17,206Other provisions 4,645 4,685Other 2,964 2,795TOTAL NON-CURRENT LIABILITIES 183,731 127,510

TOTAL LIABILITIES 332,089 303,968

NET ASSETS 627,781 655,748

EQUITY Contributed equity – ordinary shares 331,936 361,693Contributed equity – reset preference shares 147,195 147,205Reserves 7,090 6,414Retained profits 133,524 133,781Parent equity interest 619,745 649,093Outside equity interest 8,036 6,655TOTAL EQUITY 627,781 655,748


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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS

FOR THE HALF-YEAR-ENDED 31 DECEMBER 2002

31 December 2002 31 December 2001$000’s $000’s

Cash flows from operating activities Receipts from customers 352,940 408,612Payments to suppliers and employees (300,362) (322,667) Australian net GST paid (3,953) (3,242) Dividends received from associates - -Other dividends received 5 266Interest and bill discounts received 1,391 1,951 Interest and other costs of finance paid (3,774) (6,695) Income taxes paid (13,194) (26,582) Net operating cash flows 33,053 51,643

Cash flows from investing activities Payments for property, plant and equipment (11,494) (28,477) Proceeds from sale of property, plant and equipment 49 91 Security deposit on premises - 1,200 Investment in unrelated entity (271) (25) Investment in joint venture (10,434) -Purchase of controlled entities, net of cash acquired (refer Note 4) - (12,605) Purchase of businesses, net of cash acquired (refer Note 5) (1,942) -Proceeds from sale of equity investments 276 -Loans granted to associated companies - (1,953)Loans repayments received from other entities - 25 Other - (13,050)Net investing cash flows (23,816) (54,794) Cash flows from financing activities Proceeds from issue of ordinary shares 1,014 6,696 Proceeds from issue of preference shares - 147,302Proceeds from borrowings 179,757 19,000 Repayment of borrowings (129,086) (138,982)Ordinary dividends paid (17,993) (2,738) Other – settlement of deferred acquisition (30,772) -Net financing cash flows 2,920 31,278 Net increase / (decrease) in cash held 12,157 28,127 Cash at the beginning of the financial period 74,327 65,453 Exchange rate variations on foreign cash balances 323 (898) Cash at the end of the financial period 86,807 92,682


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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2002 1.1 BASIS OF PREPARATION This general purpose financial report for the interim half-year reporting period ended 31 December 2002 has been prepared in accordance with Australian Accounting Standard AASB1029 - “Interim Financial Reporting”, other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authorative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2002 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock Exchange Listing Rules. This financial report has been prepared in accordance with the historical cost convention and does not take account of changes in either the general purchasing power of the dollar or in the prices of specific assets. Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period. Unless otherwise stated, the accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. Change in accounting standards The new Australian accounting standard AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets” is applicable to the Group for the first time, effective 1 July 2002. This requires that provision is only made for the amount of any dividend declared, determined or publicly recommended by the directors on or before the end of the half year, but not distributed at balance date. In previous periods provision was also made where the dividend was proposed, recommended or declared before the completion of the financial report. Accordingly, no provision has been recognised for the interim dividend of $13,420,886 at 31 December 2002. At 30 June 2002, the corresponding provision recognised was $13,856,959. Had this standard been in effect at that period end, retained earnings would be increased and current liabilities – provisions decreased by the amount of the dividend provision recognised. 1.2 EXPENSES Direct services expense includes all the direct client related activities of providing share registry and corporate trust services, integrated mailing services and other services, including related depreciation and amortisation charges. Technology services expense relates to the activities of the in-house service provider, Computershare Technology Services, which is engaged in the development and maintenance of information technology solutions for securities markets, including related depreciation and amortisation charges. Products include registry systems such as COSMOS and SCRIP, Securities Trading Systems (ASTS), Order Routing Systems (ORMS) and other products. Further details can be found in the Report to Shareholders for 30 June 2002. Corporate services include expenses relating to corporate accounting, taxation, legal, business development, human resources, CEO’s office, Board and other items of a similar corporate nature, including related depreciation and amortisation charges. Further details can be found in the Report to Shareholders for 30 June 2002.

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Consolidated 31 December 2002 31 December 2001

$000’s $000’s 2. PROFIT FROM ORDINARY ACTIVITIES Profit from ordinary activities is after crediting the following revenues:

Sales revenues Rendering of services 342,462 390,631

Other revenues Net foreign exchange gains 238 405 Dividends received 5 267 Interest received 1,757 2,476 Rent received 2,036 1,998 Gross proceeds from sale of - Property, plant and equipment - Investments

49 276

91-

Other revenue items in total 1,872 608 6,233 5,845 Total revenues 348,695 396,476

3. INDIVIDUALLY SIGNIFICANT ITEMS Included in the condensed statement of consolidated financial performance are the following individually significant items : Income tax expense of $4.7 million resulting from future income tax benefit arising from tax losses not brought to account in the current period. Costs associated with redundancies and early lease terminations, including provision for surplus lease space, of $4.6 million.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2002

5. CHANGES IN COMPOSITION OF THE ENTITY - CONTROLLED ENTITIES ACQUIRED Computershare Finance LLC was incorporated under the laws of Delaware, USA on 12 December 2002. 6. CHANGES IN COMPOSITION OF THE ENTITY - ACQUISITION OF BUSINESSES The following controlled entity was acquired by the consolidated entity at the date stated and its operating results have been included in the Condensed Consolidated Statement of Financial Performance from the relevant date.

Business acquired Date Acquired

Consideration paid

31 December 2002

$000’s Charles Schwab US employee stock purchase plan business 16 December 2002 Intangible assets including Goodwill on acquisition 1,942Total consideration 1,942 6. CONTINGENT LIABILITIES Contingent liabilities, existing at balance date, that have changed since 30 June 2002 are categorised as follows:

6.1 Guarantees and Indemnities Guarantees and indemnities of $257,000,000 (30 June 2002: $260,500,000) have been given to the consolidated entity’s Australian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited, Computershare Investor Services Limited, Computershare New Zealand Limited, Computershare Investor Services Ltd (incorp in NZ), Computershare Ltd (incorp in UK), Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, Computershare Investor Services (Ireland) Ltd, Computershare Finance Company Pty Ltd, Computershare Technology Services (UK) Ltd, Computershare Financial Services Inc, ACN 081 035 752 Pty Ltd, Computershare Investor Services Inc, Computershare Canada Inc, Computershare Finance LLC and Computershare Investments (UK)(No. 2) Ltd as security for Computershare Finance Company Pty Ltd’s facilities. Reduction in Guarantees given by Computershare Limited as security for bonds in respect of leased premises from $6,226,458 to $5,494,100. Increase in potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries from $7,659,921 to $8,165,993. 6.2 Legal matters Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. The directors, based on legal advice, are contesting all of these matters. Any significant claim would be covered by insurance. It is considered unlikely that any material liability to the Group will eventuate.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2002

7. SEGMENT INFORMATION The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics services, Corporate and Technology services. The Investor services operations comprise provision of registry services. The Plan services operations comprise the provision and management of employee share plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Intersegment charges are at normal commercial rates.

PRIMARY BASIS - Business Segments December 2002

Analytics Corporate Document Investor Plan Technology Unallocated Consolidated

Services Services Services Services Services Services Total

Major business segments $000's $000's $000's $000's $000's $000's $000's $000's

Revenue

External revenue 7,259 3,737 19,040 268,108 40,648 8,223 1,680 348,695

Intersegment revenue 30 53,982 27,693 3,739 (717) 46,645 (131,372) -

Total segment revenue 7,289 57,719 46,733 271,847 39,931 54,868 (129,692) 348,695

Segment Result

Profit/(loss) from ordinary activities before income tax (1,157) (6,058) 3,037 13,280 5,876 (3,671) 2,557 13,864

Income tax expense (9,047)

Profit from ordinary activities after income tax 4,817

Depreciation 14 1,269 1,641 3,021 100 9,795 (3,010) 12,830

Amortisation goodwill 473 - 417 13,097 1,455 741 - 16,183

Other non-cash expenses 5 (1,323) 498 1,388 82 63 - 713

Liabilities

Total segment liabilities 2,399 162,456 29,588 113,192 990 8,963 14,501 332,089

Assets

Total segment assets 24,399 981,081 36,059 760,031 3,018 42,293 (887,011) 959,870

Carrying value of investments in associates included in segment assets - - - 10,434 1,942 - - 12,376

Segment assets acquired during the reporting period:

Investments - - - 271 - - - 271

Property, plant & equipment 32 1,589 562 4,033 67 5,211 - 11,494

Total 32 1,589 562 4,304 67 5,211 - 11,765

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FOR THE HALF-YEAR ENDED 31 DECEMBER 2002 7. SEGMENT INFORMATION CONTINUED….

PRIMARY BASIS - Business Segments December 2001

Analytics Corporate Document Investor Plan Technology Unallocated Consolidated

Services Services Services Services Services Services Total

Major business segments $000's $000's $000's $000's $000's $000's $000's $000's

Revenue

External revenue 5,385 2,524 21,054 314,484 31,466 19,572 1,991 396,476

Intersegment revenue 16 53,911 20,917 2,428 0 39,125 (116,397) -

Total segment revenue 5,401 56,435 41,971 316,912 31,466 58,697 (114,406) 396,476

Segment Result

Profit/(loss) from ordinary activities before income tax (884) (7,003) 3,483 31,686 7,433 2,163 2,518 39,396

Income tax expense (15,211)

Profit from ordinary activities after income tax 24,185

Depreciation 76 799 1,561 5,262 107 5,891 (3,261) 10,435

Amortisation goodwill 486 - 420 11,769 1,534 741 - 14,950

Other non-cash expenses - 589 - 741 - - 1 1,331

Liabilities

Total segment liabilities 2,062 144,566 9,626 94,620 280 8,784 30,907 290,845

Assets

Total segment assets 23,562 631,436 41,943 762,504 62,168 39,817 (630,104) 931,326

Segment assets acquired during the reporting period:

Property, plant & equipment 58 10,110 3,302 10,609 - 4,398 - 28,477

Total 58 10,110 3,302 10,609 - 4,398 - 28,477

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FOR THE HALF-YEAR ENDED 31 DECEMBER 2002 8. SIGNIFICANT EVENTS AFTER BALANCE DATE No matter or circumstance has arisen since the end of the half-year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, except that in December 2002 Computershare announced the acquisition of certain assets of EFA Software Services Ltd and EFA Cyprus Ltd. The purchase was completed in February 2003 for CAD6,250,000.

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9. EARNINGS PER SHARE

Calculation of Basic EPS

Calculation of Diluted EPS

Calculation of Normalised Basic EPS

Calculation of Normalised Diluted EPS

$000’s $000’s $000’s $000’s Half year end 31 December 2001 Earnings per share (cents per share)

4.3 cents 4.4 cents 4.3 cents 4.4 cents

Net profit 24,185 24,185 24,185 24,185 Outside equity interest (profit)/loss

289 289 289 289

Dividends on reset preference shares

(813) - (813) -

Net profit 23,661 24,474 23,661 24,474 Weighted average number of ordinary shares used as denominator in calculating basic earnings per share

549,819,774 549,819,774

Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share

557,893,711

557,893,711

Half year end 31 December 2002

Earnings per share (cents per share)

0.0 cents 0.6 cents 0.8 cents 1.4 cents

Net profit 4,817 4,817 4,817 4,817 Outside equity interest (profit)/loss

(915) (915) (915) (915)

Exclusion of non recurring transactions – redundancies and early lease terminations

- - 4,609 4,609

Dividends on reset preference shares

(4,159) - (4,159) -

Net profit (257) 3,902 4,352 8,511 Weighted average number of ordinary shares used as denominator in calculating basic earnings per share

546,601,148

546,601,148

Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share

624,185,057

624,185,057

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DIRECTORS’ DECLARATION The directors of Computershare Limited declare that the financial statements and notes set out on pages 5 to 14: (a)

(b)

comply with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

give a true and fair view of the consolidated entity’s financial position as at 31 December 2002 and of it’s performance, as represented by the results of its operations and its cash flows, for the half-year ended on that date.

In the directors’ opinion:

(a) the financial statements and notes are in accordance with the Corporations Act 2001; and (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they

become due and payable, and (c) the companies and the parent entity who are party to the deed of cross guarantee, will together be able to

meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee dated 20 July 1998.

This declaration has been made in accordance with a resolution of directors.

_____________________________ A. S. Murdoch, Chairman

_____________________________C. J. Morris, Director 13 March 2003

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PricewaterhouseCoopers ABN 52 780 433 757 333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwcglobal.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

Independent review report to the members of Computershare Limited

Statement Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the financial report, set out on pages 5 to 15 is not presented in accordance with:

•

•

the Corporations Act 2001 in Australia, including giving a true and fair view of the financial position of the Computershare Group (defined below) as at 31 December 2002 and of its performance for the half-year ended on that date Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001.

This statement must be read in conjunction with the following explanation of the scope and summary of our role as auditor.

Scope and summary of our role

The financial report – responsibility and content

The preparation of the financial report for the half-year ended 31 December 2002 is the responsibility of the directors of Computershare Limited. It includes the financial statements for the Computershare Group (the Group), which incorporates Computershare Limited (the Company) and the entities it controlled during the half-year ended 31 December 2002.

The auditor’s role and work

We conducted an independent review of the financial report in order for the Company to lodge the financial report with the Australian Securities & Investments Commission. Our role was to conduct the review in accordance with Australian Auditing Standards applicable to review engagements. Our review did not involve an analysis of the prudence of business decisions made by the directors or management.

This review was performed in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report does not present fairly a view in accordance with the Corporations Act 2001, Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001 which is consistent with our understanding of the Group’s

financial position, and its performance as represented by the results of its operations and cash flows.

Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)

The review procedures performed were limited primarily to:

• •

inquiries of company personnel of certain internal controls, transactions and individual items analytical procedures applied to financial data.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit, and accordingly, we do not express an audit opinion.

Independence

As auditor, we are required to be independent of the Group and free of interests which could be incompatible with integrity and objectivity. In respect of this engagement, we followed the independence requirements set out by The Institute of Chartered Accountants in Australia, the Corporations Act 2001 and the Auditing and Assurance Standards Board.

In addition to our statutory audit and review work, we were engaged to undertake other services for the Group. In our opinion the provision of these services has not impaired our independence.

PricewaterhouseCoopers

Russell Sutton Melbourne Partner 13 March 2003

COMPANY DIRECTORY DIRECTORS SOLICITORS Alexander S Murdoch (Chairman) MINTER ELLISON Christopher J Morris (Managing Director) Level 23, Rialto Towers Philip D De Feo 525 Collins Street William E Ford Melbourne Vic 3000 Peter J Griffin Penelope J Maclagan Iain D Saville AUDITORS Anthony N Wales PRICEWATERHOUSECOOPERS 333 Collins Street COMPANY SECRETARIES Melbourne VIC 3000 Paul X Tobin Mark B Davis SHARE REGISTRY REGISTERED OFFICE COMPUTERSHARE LIMITED 18-62 Trenerry Crescent 18-62 Trenerry Crescent Abbotsford Victoria 3067 Abbotsford Victoria 3067 PO Box 103 Abbotsford PO Box 103 Abbotsford Victoria Australia 3067 Victoria Australia 3067 Telephone +61 3 9235 5500 Telephone +61 3 9235 5500 Facsimile +61 3 9235 5601 Facsimile +61 3 9235 5600 STOCK EXCHANGE LISTINGS Australian Stock Exchange New Zealand Stock Exchange American Depository Receipts (“ADRs”) Computershare has an unlisted ADR program in the US. Information About ADR’s is available from the depository: Computershare Trust Company of New York Wall Street Plaza Level 19, 88 Pine Street New York, N.Y. USA 10005 BANKERS National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000 Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000 The Royal Bank of Scotland plc 138-142 Holborn London UK EC1N 2TH

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computershare limited 31 december 2002 year report 14.03.03.pdf · ownership and other investor...

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