Professional Documents
Culture Documents
SEEK
& you
shall find
Contents
2
4
12
36
37
46
47
48
49
50
51
52
119
120
122
124
IBC
Chairmans Letter
CEOs Review
Directors Report
Auditors Independence Declaration
Corporate Governance Statement
Financial Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors Declaration
Independent Auditors Report
Shareholder Information
Five Year Financial Summary
Corporate Directory
Chairmans Letter
Dear Shareholder,
SEEK has achieved another successful year with
very strong performance across its entire portfolio
of domestic and international businesses. Delivery
of yet another year of record financial results reflects
the resilience of SEEKs market-leading businesses,
strength of the business model and solid execution
of the Groups strategy. These record results were
achieved despite far from buoyant conditions.
On a look-through basis1 the Group delivered revenue
of $657.4 million (up $99.7 million on FY11, or 18%)
and EBITDA of $235.0 million (up $47.5 million on
FY11, or 25%). SEEKs look-through1 growth in the
past 12 months has been achieved through organic
growth across the Australia and New Zealand
employment business and the Education businesses,
as well as a mixture of organic and acquisition related
growth in SEEKs International investments.
Our Australia and New Zealand employment business
continues to hold market-leading positions, with the
Australian employment website capturing 70% plus
market share of ads, visits and total time on site.2
The online job ad market is tighter in New Zealand,
however SEEK is still the number one brand in online
job ads based on share of ads and total time on site.2
The last 12 months has been a strong period for
our product development with improvements to our
Jobseeker Profile product, as well as the mobile and
tablet offerings. During this period we launched the
SEEK iPhone app which has had a significant volume
of downloads and has led to increased site and
application activity.
Our International businesses have continued to deliver
revenue growth whilst investing heavily in their brands,
people, products and IT. On a look-through basis1
the International businesses generated revenue
of $173.8 million (up $45.5 million on FY11, or 35%)
and EBITDA of $49.8 million (up $14.1 million on FY11,
or 39%).
Financial overview
SEEK achieved record financial results with sales
revenue of $442.3 million (2011: $343.1 million),
Reported EBITDA of $193.6 million (2011: $135.6 million)
and net profit after tax (NPAT) (post non-controlling
interests) of $131.7 million (2011: $97.7 million). This
represents revenue growth of 29%, EBITDA growth
of 43%, and growth in NPAT (post non-controlling
interest) of 35% for 2012 compared to the prior
corresponding period.
The key factors which underpinned 2012s financial
performance were solid growth in the Employment
business, a strong result by Zhaopin and improving
performance in the Education businesses.
A fully franked final dividend of 9.0 cents (2011: 7.5 cents)
was declared, equivalent to 50% of cash NPAT and
results in total dividends of 17.3 cents for the financial
year (2011: 14.3 cents).
I am pleased to announce that subsequent to the year
end we have successfully completed the refinancing
of our syndicated bank facility, increasing the facility
limit from $340 million to $450 million. The increased
facility will offer SEEK greater flexibility should other
acquisition opportunities arise.
Remuneration
As noted in the Remuneration Report, this year
the Board conducted a review of the SEEK executive
remuneration strategy. As a result of this review,
the Board has made changes to the FY13 executive
remuneration strategy in order to emphasise the
focus for executives to build long-term and sustainable
shareholder value.
The Notice of Meeting for the SEEK 2012 Annual General
Meeting (AGM) provides a detailed explanation of the
new FY13 executive remuneration strategy as it relates
to CEO remuneration. At this years AGM shareholders
will be asked to approve the issue of securities to the
CEO in FY13. The Board will provide further details of
the new SEEK executive remuneration plan as it relates
to all SEEK executives in the FY13 Remuneration Report.
Outlook
We remain positive about SEEKs growth prospects
in 2013 and more importantly across the medium
to long term. Although challenging macro-economic
factors may cause some variability in short-term results,
the focus of the Board and Management team is to
invest and position our market-leading businesses
to create sustainable growth over the medium- to
long-term horizon and to continue to create sustainable
shareholder value.
1. T
he look-through basis captures SEEKs proportionate share of
revenue and earnings before interest, depreciation and tax (EBITDA)
from associates plus 100% owned core businesses.
2. Source: July 2012 Nielsen NetRatings, SEEK Count of websites.
Bob Watson
Chairman
CEOs Review
I am very pleased to announce that 2012 was a record
financial year for SEEK. The Australia and New Zealand
business delivered solid results in a tough market,
our International businesses continued their strong
growth and our Education businesses delivered
significantly improved results. SEEKs ability to achieve
strong results despite less than buoyant conditions is
attributable to its market leadership across a number
of markets, the strength of the business model and
continued execution against our long-term strategy.
In FY12 we achieved numerous key objectives, with
the most notable being:
Vision: Establishment of our vision to become the
clear global leader in online employment by creating
a sourcing marketplace that will help us match
more people with job opportunities than any other
organisation. More specifically:
SEEK Employment:
to be the world leader on all key metrics;
to assist recruiters, corporates and government
with every placement;
providing leading edge solutions that deliver
better matching/search experiences;
International Employment:
to be the number one player on all key metrics
in all current markets;
consider further expansion as opportunities arise;
SEEK Education: Working alongside our strategic
partners to grow our Education businesses;
New products: Continued evolution and expansion
of our products, including mobile and tablet offerings;
International collaboration: Continuing to work closely
with local management in each of our investments
to provide strategic support that leverages our deep
understanding and experience of employment
marketplaces and product offerings, and helping
them recruit key roles at the executive level;
Acquisitions: The acquisition of increased ownership
interests in Brasil Online in May 2012 and OCC in
June 2012, taking us to controlling interests in both
of these businesses;
Integration: Further integration of JobsDB Inc (JobsDB)
into the Group;
SEEK Employment
Reflecting its clear market leadership, SEEKs
employment business across Australia and New Zealand
achieved a strong revenue result of $247.8 million
(2011: $224.0 million), EBITDA of $152.1 million (2011:
$133.5million) and EBITDA margins of 61% for the
12months to 30 June 2012 (2011: 60%). This represents
revenue growth of 11% and EBITDA growth of 14%,
continuing to demonstrate SEEK Employments
resilience in a period where the economic conditions
remain subdued.
Our Australian business continues to be the number one
brand in online job ads in Australia and is well positioned
versus its competitors, with 70% plus market share
of ads, visits and total time on site.1 As at July 2012
we had around 139,0001 jobs on our Australian website,
which was over four times more than that of our
nearest competitor.
The New Zealand competitive environment is much
tighter between SEEK and Trade Me but we remain
the number one brand in online job ads based on
share of ads and total time on site.1
Over the past year there has been further migration of
job ad volume from print to online in Australia, with 84%2
now residing online. Despite the volume shift, we believe
that 42% of the advertising expenditure still resides
in print and given our market-leading position we are
likely to be the primary beneficiary as this print revenue
moves online.
We have had a strong year for our product innovation
with the refinement of our Jobseeker Profile offering,
and enhancements in our mobile and tablet offerings
which included the launch of the SEEK iPhone app. The
iPhone app saw approximately 560,000 downloads in
the three months to July 2012, which sat as the number
one iPhone app in the lifestyle category from launch.
During the past year we have invested a large amount
of resources developing a strategy which will take our
Employment business forward over the next three years.
Our goal is to extend SEEK Employments core
capabilities to create a more effective and efficient
sourcing marketplace with better matching/search
experiences. This will ultimately result in more
recruiters and corporates finding their last candidate
via SEEK and more jobseekers finding their last job
through SEEK.
131.7
97.7
89.5
76.3
55.3
55.5
34.1
19.3
135.6
117.4
109.8
97.8
80.3
49.0
193.6
343.1
29.5
05 06 07 08 09 10 11 12
05 06 07 08 09 10 11 12
05 06 07 08 09 10 11 12
Operating Revenue
Reported EBITDA
Reported NPAT
4.2%
4.9%
5.5%
5.1%
172.7
93.4
10
133.5
170.9
106.7
76.9
07
08
EBITDA (A$m)
11
12
09
44.2
06
Revenue (A$m)
90.9
190.0
140.2
95.2
63.5
28.4
05
5.2%
247.8
5.0%
152.1
5.2%
224.0
210.2
208.8
157.0
106.2
69.6
280.9
442.3
International Employment
SEEK is now a global
business, with ownership
interests in market-leading
job boards across Asia
and Latin America.
07 08 09 10 11 12
EBITDA
07 08 09 10 11 12
Revenue
49.8
9.2
(8.5)
(6.7)
(3.2)
14.2
6.0
35.7
73.8
59.6
128.3
173.8
A$ million
207.8
169.0
33.0
39.7
28.8
18.8
12.3
3.1
1.4
18.4
100.2
59.9
11.3
6.1
205.3
A$ million
235.8
05 06 07 08 09 10 11 12
05 06 07 08 09 10 11 12
Revenue
EBITDA
SEEK Education
We have a strong collection
of assets in the Education
business which provide us
with broad exposure to
the education marketplace
in Australia and internationally.
10
Our vision
To become the clear
global leader in online
employment, matching
more people with job
opportunities than any
other organisation.
The future
I am excited about the future for SEEK and the vision
we have for the Group. We have largely achieved our
original goal of shifting the way people look for jobs
away from print classifieds to online job ad boards.
Our vision now is to become the clear global leader
in online employment, matching more people with
job opportunities than any other organisation.
This vision represents the ongoing evolution of SEEK
and will help us stretch ourselves even further to deliver,
so that we can continue to be the market leader in
Australia and New Zealand and cement our footprint
on key markets internationally.
I would like to take the opportunity to recognise
the major contribution by the Board to the improved
performance of the Group, and to thank the fantastic
team at SEEK for their commitment, enthusiasm
and terrific efforts throughout the year. I would also
like to thank our customers, jobseekers and fellow
shareholders for their ongoing support.
I look forward to the challenges and opportunities
which 2013 will no doubt present, but most of all I look
forward to delivering another successful year for SEEK.
Andrew Bassat
CEO
11
Culture, values
and community
Directors Report
Your directors present their report on the consolidated entity (referred to hereafter as the Group), consisting
of SEEK Limited and the entities it controlled at the end of, or during, the year ended 30 June 2012.
Directors
The following persons were directors of the Company during the financial year and up to the date of this report:
R C G Watson
A R Bassat
C B Carter
N G Chatfield
D I Bradley
Principal activities
During the year the principal continuing activities of the Group consisted of:
Advertising employment classifieds and related services on the internet; and
Provision and distribution of vocational training and higher education courses.
Dividends
Dividends paid to shareholders during the financial year were as follows:
Dividend
Payment
date
Amount
per share
Franked
amount
per share
Total
dividend
$000
15 October 2010
6.7 cents
6.7 cents
$22,550
19 April 2011
6.8 cents
6.8 cents
$22,889
Year 2011
2010 final dividend
2011 interim dividend
$45,439
Year 2012
2011 final dividend
2012 interim dividend
12 October 2011
7.5 cents
7.5 cents
$25,277
18 April 2012
8.3 cents
8.3 cents
$27,980
$53,257
Dividends paid or declared by the Company after year end (to be paid out of retained profits at 30 June 2012):
2012 final dividend
16 October 2012
12
The total dividend for the year is 17.3 cents (2011: 14.3 cents).
9.0 cents
9.0 cents
$30,339
Review of operations
A summary of consolidated revenues and results is set out below:
Operating revenue
Notes
2012
$000
2011
$000
442,254
343,054
Interest revenue
2,976
1,681
445,230
344,735
Segment EBITDA(1)
193,625
135,636
Depreciation
13
(8,805)
(6,203)
Amortisation
14
(11,645)
(6,392)
(4,130)
(999)
Interest expense
(23,650)
(14,588)
Interest income
2,976
1,681
29
28,224
(811)
1,130
14(b)
(24,115)
11(b)
30,871
24,685
184,481
133,009
(47,023)
(36,295)
137,458
96,714
8(a)
(5,778)
20
974
131,680
97,688
1. Segment EBITDA is earnings before interest, tax, depreciation and amortisation and excluding share of net profits of associates and jointly controlled
entities accounted for using the equity method, fair value gains/(losses) on acquisition, impairment loss, amortisation of share-based payments and
long-term incentives and other non-operating gains/(losses).
Strong performance across all of SEEK's businesses has led to a record full year result with net profit for the year
(SEEK Limiteds share) of $131,680,000 (2011: $97,688,000), up 35% on the prior year. The strong result was achieved
in challenging conditions, as a result of continued growth in the domestic Employment business, strong growth in all
International markets, as well as from acquisitions and strong underlying earnings in the Education business.
Further information on segment results is provided below.
SEEK Employment
Growth
2012
$000
2011
$000
$000
Operating revenue
247,769
224,005
23,764
11%
Employment
247,769
224,037
23,732
11%
(32)
32
n/a
152,146
133,517
18,629
14%
61%
60%
Inter-segment revenue
Segment EBITDA
EBITDA (%)
SEEK Employment generated strong revenue and earnings growth with an increase in EBITDA margins to 61%
despite the challenging macro environment.
The successful launch of several new products and services further improved the Jobseeker and advertiser
marketplace, including the iPhone app and refinement of Jobseeker Profiles.
13
Key highlights:
The pleasing result reflects SEEKs market leadership and resilience of the business model.
SEEKs domestic Employment business achieved a solid result despite subdued labour market conditions,
with revenue growth of 11% on the prior period attributable to volume growth of 1% and a 10% increase in yield.
Directors Report
Review of operations continued
SEEK Education
SEEKs Education segment includes SEEK Learning, Think and share of profits/(losses) from IDP (50%)
and Swinburne Online (50%).
Growth
Operating revenue
2012
$000
2011
$000
$000
132,386
110,322
22,064
20%
SEEK Learning
49,478
44,466
5,012
11%
Think
86,913
69,078
17,835
26%
(4,005)
(3,222)
(783)
24%
Segment EBITDA
20,544
5,549
14,995
270%
SEEK Learning
15,261
13,046
2,215
17%
Think
5,283
(7,497)
12,780
n/a
EBITDA (%)
16%
5%
Inter-segment revenue
SEEK Learning
Think
31%
29%
6%
(11%)
8,161
7,742
419
5%
(46)
(1,982)
n/a
(2,028)
SEEK Education achieved a solid result for the year with EBITDA of $20,544,000 and each business executing against
its key objectives.
Key highlights:
SEEK Learning achieved a solid result with EBITDA increasing 17% on the prior period and a robust margin
of 31%. Continued improvements in marketing efficiencies have been coupled with the launch of three new partners
and 49 new courses, as well as investment in brand awareness.
Think achieved a strong result with revenue increasing by 26% on the prior period, and EBITDA improving by
$12,780,000 to turn around a positive EBITDA result of $5,283,000. Key drivers have been an 18% growth in online
students and an improvement in campus students across all faculties. The Melbourne Design Campus was
successfully launched with approximately 730 students educated in FY12.
IDP achieved a pleasing result despite subdued market conditions, with EBITDA increasing by 9% on the prior
year as a result of growth in IELTS candidates and a focus on cost containment in core operations. SEEK received
dividends from IDP of $6,000,000 during the year (2011: $2,500,000).
14
Swinburne Online is performing ahead of expectations with higher than anticipated student enrolments and revenue
per student.
SEEK International
SEEK International owns interests in leading job boards that are exposed to favourable structural and macro trends.
SEEKs International segment includes JobsDB (consolidated from 5 May 2011), Brasil Online Holdings Coperatief
U.A. (Brasil Online) (consolidated from 31 May 2012), Online Career Center Mexico S.A. de C.V. (OCC) (consolidated
from 19 June 2012), other operating costs incurred by SEEK and share of net profits from International associates.
Growth
Operating revenue
JobsDB
Brasil Online
OCC
Segment EBITDA
JobsDB
Brasil Online
OCC
2012
$000
2011
$000
$000
62,099
8,727
53,372
n/a
52,926
8,727
44,199
506%
8,818
8,818
n/a
355
355
n/a
20,935
(3,430)
24,365
n/a
20,752
3,535
17,217
n/a
2,982
2,982
n/a
112
112
n/a
4,054
58%
(2,911)
(6,965)
EBITDA (%)
34%
(39%)
JobsDB
39%
41%
Brasil Online
34%
n/a
OCC
32%
n/a
SEEK International achieved a strong result with the first full year of consolidation of JobsDB as well as a reduction
in other operating costs (prior year included JobsDB acquisition costs of $6,203,000).
Key highlights:
JobsDB achieved solid earnings growth and an EBITDA result of $20,752,000 reflecting a full year of SEEKs
increased ownership. JobsDB continues to pay dividends, with SEEKs share being $4,214,000 this year.
SEEK moved to majority ownership in Brasil Online and OCC, and both businesses achieved solid results
in the investment period with underlying revenue growth in Brasil Online of 14% and OCC of 15%,
as well as strong cash flows.
During the year dividends and distributions of $9,525,000 were received from these three investments.
Share of net profits of International associates
Further details of SEEKs investments in International associates are included in note 11.
$000
16,490
8,702
7,788
89%
Brasil Online(1)
4,654
4,144
510
12%
JobStreet
2,773
2,679
94
4%
821
749
72
10%
715
(715)
n/a
24,738
16,989
7,749
46%
Zhaopin
OCC(2)
JobsDB(3)
Share of net profits of International associates
Profits from our share of International associates grew 46% to $24,738,000 (2011: $16,989,000).
Key highlights:
Zhaopin continues to achieve strong results with underlying revenue and EBITDA growth of 28% and 70%
respectively from prior year. SEEKs share of profits increased 89% from the prior year to $16,490,000.
JobStreet achieved solid underlying revenue and EBITDA growth of 18% and 6% respectively and SEEK
received dividends during the year of $1,544,000.
15
2011
$000
Growth
2012
$000
Directors Report
Review of operations continued
Analysis of key items below EBITDA
Movement
2012
$000
2011
$000
$000
Interest expense
23,650
14,588
9,062
62%
Interest income
Expense/(income)
(2,976)
(1,681)
(1,295)
77%
Depreciation
8,805
6,203
2,602
42%
Amortisation
11,645
6,392
5,253
82%
4,130
999
3,131
313%
(28,224)
811
(29,035)
n/a
(1,130)
(1,130)
n/a
Impairment loss
24,115
24,115
n/a
40,015
27,312
12,703
47%
Key highlights:
The key driver of the increase in interest expense has been the higher average borrowings throughout the current
year, primarily as a result of the recent acquisitions (JobsDB in the latter half of the 2011 and more recently Brasil
Online and OCC).
The higher depreciation charge is primarily driven by the Education and International businesses, in particular
Think office and campus fit-outs and the full year consolidation of JobsDB.
The higher amortisation is driven mainly by the full year impact of the amortisation of intangible assets recognised
as part of the JobsDB acquisition.
The increase in amortisation of share-based payments and other long-term incentive schemes reflects additional
schemes opened in the year (including the deferred share plan) and additional option allocations. In the prior year,
a credit of approximately $2,500,000 was recognised in profit and loss where certain vesting conditions were not
met (including the resignation of Paul Bassat).
The fair value gain of $28,224,000 was recognised as part of the acquisition accounting for the additional ownership
interests in Brasil Online and OCC (refer to note 29(a) for further details on these transactions).
16
The impairment loss relates to the write down of goodwill and brands and licences in the Think business during
the current year (refer to note 14(b)).
17
At the date of this report there are no likely developments in the operations of the consolidated entity constituted
by the SEEK Group which would materially impact the results of the Group. Further information about the Groups
future results has not been disclosed as it could be prejudicial to the best interests of the Group.
Directors Report
SEEKs environmental, social and governance framework
SEEK is focused on continually enhancing its positive organisational culture and values, through its investment in the
well-being and professional development of SEEK employees and the ongoing promotion of employee engagement.
SEEKs values support its culture of ethical corporate conduct. SEEK contributes to the wider community through
the SEEK Volunteer website, and by providing volunteering opportunities to employees to directly assist and/or donate
to charitable organisations. The Company is also committed to reducing its corporate carbon footprint, which has
been achieved through the implementation of a number of environmental sustainability programs.
SEEK social and governance
Employee development and engagement
SEEK measures employee engagement through bi-annual Insight surveys. In 2012, SEEK was recognised
as a 2012 Best Employer in the annual Aon Hewitt accreditation program, the seventh time the organisation
has received this honour out of the eight years in which it has participated in the study.
SEEK also has innovative talent development programs, as well as professional development opportunities provided
through both internal and external programs, mentoring and coaching.
SEEK promotes the health and well-being of its employees by offering a variety of group and individual sporting
activities for staff, discount gym memberships, fruit and healthy snack options and regular communications
promoting well-being in the workplace.
Community
SEEKs community contribution program is known as SEEK Village. SEEK Village manages the SEEK Volunteer
website in partnership with Volunteering Australia and Volunteering WA, which aims to provide volunteers with
volunteering opportunities suited to their skills and requirements. This year SEEK has invested in the redevelopment
and improvement of the SEEK Volunteer website which launched in August 2012. This was supported by a major
campaign to raise awareness of the site to prospective volunteers with significant pro bono support from media
companies across Australia.
SEEK also encourages employees to contribute directly to the wider community through the internal volunteer
program, where employees are provided one day a year to work for a charitable organisation of their choice.
SEEK also supports selected charities through a workplace donation program called Bright Futures.
Corporate Conduct
SEEKs Code of Conduct sets out the tenets of ethical and respectful conduct against which all employees are
required to comply when dealing with each other, our suppliers, customers, shareholders and external stakeholders,
and the broader community. These include acting honestly, in good faith and in the best interests of the Company,
without conflict of interest or improperly taking advantage of position or confidential information, and all times
within the law.
In turn, SEEKs whistleblower policy protects employees from detrimental action where they disclose in good
faith and with reasonable grounds any unethical or improper conduct, financial impropriety or fraud, contravention
of legal provisions or auditing non-disclosure within the organisation.
18
Governance
SEEK is committed to strong and effective governance frameworks. SEEKs corporate governance policies are
described in the Corporate Governance Statement set out in the Directors Report and are also available for viewing
from the Company website seek.com.au in the Investor section.
SEEK environment
Sustainability programs
SEEK has a number of sustainability programs which include:
(i) SEEK Green
SEEK Green is an internal program which focuses on sustainability and minimising SEEKs environmental impact.
SEEK Green identifies behaviours, work practices and in-house initiatives associated with carbon reduction, and
implements improvements in the areas of energy, waste reduction and recycling, consumables, cleaning and water.
Some initiatives include reducing consumption of paper and energy to reduce carbon consumption, and
the introduction of a mobile phone recycling program to reduce landfill. SEEKs Enviro Council also helps
the organisation to drive a greener working environment by ensuring the adoption of better environmental
practices while achieving its business goals.
(ii) Carbon offsets
SEEKs business emits low levels of carbon emissions. Since November 2007, SEEK has collected energy
consumption and travel data and engaged an external consultant to calculate its greenhouse gas emissions for
its domestic online employment business and SEEK Learning. SEEK continues to offset greenhouse gas emissions
associated with electricity and natural gas consumption and business air travel through the purchase of offsets
from Origin Energys Carbon Reduction Scheme.
19
Directors Report
20
Information on directors
Robert (Bob) C G Watson
Andrew R Bassat
Colin B Carter
Position
Chairman, independent
non-executive director
Age
56
46
69
Appointed
February 1999,
Chairman since August 2009
September 1997
March 2005
Other current
directorships
None.
None.
Former
directorships in
last three years
None.
None.
Special
responsibilities
Member of the
Remuneration Committee.
Member of the Audit and Risk
Management Committee.
Member of the Nomination
Committee.
Interests in
shares and
options
Experience and
expertise
Neil G Chatfield
Denise I Bradley
58
70
June 2005
February 2010
None.
None.
In 2008 she chaired the Expert Panel which undertook the National
Review of Higher Education. She has also had significant roles on other
government and educational boards and committees involved in higher
education and training. Professor Bradley is also a former President
and Chair of IDP Education Pty Ltd in which SEEK has a 50% investment
in partnership with Australian Universities.
21
Directors Report
Company secretary
The Company Secretary is Moana Weir. Moana was appointed General Counsel and Company Secretary of SEEK in
December 2010. Moana has 11 years senior management experience in listed online companies, having previously
been the Company Secretary and General Counsel at both REA Group Ltd (realestate.com.au) and Melbourne IT Ltd.
Moana was appointed as a non-executive director of V/Line Corporation in October 2010 and is the Chair of the V/Line
Remuneration Committee. She is an independent director with a school not-for-profit organisation. She holds a BA,
LLB (Hons) and is a Graduate member of the Australian Institute of Company Directors (GAICD).
Meetings of directors
Audit and Risk
Management Committee
Board
Remuneration
Committee
Nomination
Committee
Attended
Held
Attended
Held
Attended
Held
Attended
Held
R C G Watson
10
10
A R Bassat
10
10
5*
5*
C B Carter
10
10
N G Chatfield
10
10
3*
10
2*
D I Bradley
*
Denotes Committee meetings attended by a director as an invitee (not as a member of the Committee).
Insurance of officers
SEEK Limited has entered into Deeds of Indemnity with all SEEK Limited directors in accordance with the
SEEK constitution. During the financial year, SEEK Limited paid a premium to insure the directors, officers
and managers of the Company and its controlled entities. The insurance contract requires that the amount
of the premium paid is confidential.
22
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where
the auditors expertise and experience with the Company and/or the consolidated entity are important. Such services
are typically associated with large transactions and are one-off in nature.
Details of the amounts paid to the auditor (PricewaterhouseCoopers) for non-audit services provided during the year
are set out on page 23.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit and
Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the
provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they
do not impact the integrity and objectivity of the auditor;
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
A copy of the Auditors Independence Declaration as required under section 307C of the Corporations Act 2001
is set out on page 36.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent
entity, its related practices and non-related audit firms.
Consolidated
2012
$
2011
$
674,404
1,345,462
674,404
1,345,462
53,900
553,676
586,962
55,195
43,138
71,935
20,106
8,981
704,106
689,787
30,132
49,900
Other services
16,058
96,090
1,378,510
2,131,339
It is the Groups policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit
duties where PricewaterhouseCoopers expertise and experience with the Group are important. These assignments
are principally tax advice and due diligence reporting on acquisitions, or where PricewaterhouseCoopers is
awarded assignments on a competitive basis. It is the Groups policy to seek competitive tenders for all major
consulting projects.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
23
The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities & Investments
Commission, relating to the rounding off of amounts in the Directors Report. Amounts in the Directors Report
have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases,
to the nearest dollar.
Rounding of amounts
Directors Report
Remuneration Report
This Remuneration Report sets out remuneration information for SEEK Limiteds non-executive directors,
executive directors and other senior executives (key management personnel) of the Group. The information in this
report has been prepared based on the requirements of the Corporations Act 2001 and the applicable accounting
standards. The report has been audited.
Directors and executives disclosed in this report
Name
Position
Non-executive directors
R C G Watson
C B Carter
Non-executive director
N G Chatfield
Non-executive director
D I Bradley
Non-executive director
Executive director
A R Bassat
J S Powell
J S Lenga
P D Everingham
M F Callaghan
H J Souness
Marketing Director
M J Ilczynski
D J Gibbons
Remuneration governance
Remuneration Committee function
The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages
and policies applicable to the CEO, non-executive directors, and where considered appropriate, executives. The
Remuneration Committee is responsible for ensuring that remuneration levels are set competitively to attract
appropriately qualified and experienced non-executive directors, executive directors and executives.
The Remuneration Committee makes decisions in the context of SEEKs remuneration strategy and ensures
shareholder and employee interests are aligned.
The Board (on recommendation from the Remuneration Committee) determines short-term incentive (STI)
payment quantum and long-term incentive (LTI) vesting as follows:
STI quantum is determined taking into account EBITDA results and CEO recommendations regarding executive
performance against individual objectives and SEEK values criteria.
LTI performance achievement is determined taking into account a combination of (as appropriate per plan):
Relative Total Shareholder Return (RTSR) result for comparator companies (ASX200 excluding real estate,
energy and metals and mining) undertaken by independent consultants;
Earnings Per Share (EPS) aggregate target over a three year period and set by the Board. Minimum and
stretch aggregate EPS targets are set;
24
Return On Investment (ROI) result in comparison against minimum and maximum targets.
In this way, those components of incentive payments which are based on corporate performance are
independently assessed.
The Board has absolute discretion to vary remuneration outcomes for STI and LTI payments (including in
change of control circumstances) and to determine whether a portion of existing incentives may vest on cessation
of employment. Upon leaving SEEK, all STI and unvested LTI payments lapse and the Board has not exercised
discretion to award pro-rata payments for leavers in either the current or previous financial years.
Non-executive directors fees are determined within an aggregate directors fee pool limit.
Non-executive
director fee reviews
Non-executive directors fees and payments are reviewed periodically by the Remuneration
Committee, and approved by the Board, to ensure fees are appropriately positioned against the
market to attract and retain high calibre non-executive director talent. The current non-executive
director fee structure was implemented from 1 July 2010, following a review by independent
remuneration consultants (described in the 2011 Remuneration Report). There was a 5% increase
in non-executive director remuneration from 1 July 2011 and a subsequent 5% increase from
1 July 2012.
The fee pool currently stands at $1,250,000 per annum, covering all non-executive directors.
The current fee pool was approved by shareholders at the 2011 Annual General Meeting (AGM).
The Chairmans fees are determined as a separate exercise to those of other non-executive
directors fees. The Chairman is not present at any discussions relating to determination
of his own remuneration.
Fees and payments to non-executive directors are determined on an individual basis in accordance
with assigned responsibilities and demands that are made on the directors. The fees for each
director are as follows:
Chairman of the Board
Non-executive director
Audit and Risk Management Committee Chair
Non-executive director
$252,000
$110,250
$152,250
$110,250
All non-executive directors are required to acquire over time a SEEK shareholding equivalent to one
year of directors fees. Non-executive directors have the option of reaching this level by purchasing
shares themselves or by opting into an arrangement with SEEK. This arrangement is that SEEK
purchases an amount of shares on behalf of the non-executive director twice a year immediately
following the financial results release as permitted under the terms of the SEEK share trading policy,
to the value of 20% of their annual fee after tax. Directors may opt into a greater amount than 20%
if they wish. When the non-executive director reaches the required shareholding they can opt to end
the arrangement and receive their full annual fee as cash.
Performance-based
remuneration
R C G Watson
C B Carter
N G Chatfield
D I Bradley
25
Non-executive
director fees
Directors Report
Remuneration Report continued
Fees for 2011 and 2012
Details of the nature and amount of each element of the remuneration of each non-executive director of the parent
entity and the Group for the year ended 30 June 2012 is set out in the following table:
Short-term benefits
Post-employment benefits
Total
Director fees
$
Cash
Bonus
$
Non-monetary
benefits
$
Superannuation
$
Retirement
benefits
$
252,000
22,680
274,680
Non-executive directors
R C G Watson
2012
2011
240,000
21,600
261,600
C B Carter
2012
110,250
9,923
120,173
2011
105,000
9,450
114,450
2012
152,250
13,703
165,953
2011
145,000
13,050
158,050
2012
110,250
9,923
120,173
2011
105,000
9,450
114,450
2012
624,750
56,229
680,979
2011
595,000
53,550
648,550
N G Chatfield
D I Bradley
Total
26
The following table outlines the components of the executive remuneration structure for the 2012 financial year:
Base pay
Benefits
Short-term Incentives
Long-term Incentives
Base salary
Superannuation
Grant of share
options or cash
Salary continuance
insurance cover
Car parking
The above remuneration mix provides a balance of fixed and variable remuneration, cash and equity, and long-term
and short-term performance focus.
Given the CEO is a founder of the Company with a large shareholding, SEEK has developed a customised
remuneration structure to support long-term decision making and enhance alignment to shareholders.
For further details of the CEO remuneration structure, refer to page 28.
Base pay
Base pay is set at a market competitive rate and is reviewed annually by external remuneration consultants. Base
pay is also reviewed on promotion, and upon changes in role requirements or scope. Remuneration is targeted
between the 50th and 80th percentile of a comparator group comprising internet, media and industrials seen to be
peers based on market capitalisation as at 31 March each year. The comparator group selected is appropriate as it
represents the market for talent, and the targeted position reflects a general, market competitive rate for executives.
Base pay is structured as a total package which may be delivered as a combination of cash and benefits at the
executives discretion. There is no guaranteed increase in executive contracts. The comparator group is reassessed
regularly to ensure that it remains an appropriate basis of comparison.
As a result of the resignation of Paul Bassat (former joint CEO), the responsibilities for all executive roles increased
(with the exception of the Chief Information Officer and Marketing Director). As such, base pay levels were reviewed
and increases were awarded from 1 January 2011 where relevant to reflect the revised role scope. During the current
financial year, a market review was conducted to benchmark executive base pay against the market and increases
were awarded for certain executives from 1 July 2011.
Benefits
Executives receive salary continuance insurance cover, which is provided to all permanent employees of the Company.
Retirement benefits are delivered under the Superannuation Guarantee Charge (SGC). Under current legislation,
SEEK Limited provides choice of superannuation funds to all employees. The SEEK Limited default fund is the SEEK
Limited Superannuation Plan, which is provided by MLC Limited Group. This fund is an accumulation fund. Other
retirement benefits for directors and executives may be provided directly by the Company if the benefit is within
statutory limits or is approved by shareholders.
Short-term incentives
Executives participate in a cash incentive plan which delivers payments based on performance against the Companys
annual financial goals as well as non-financial measures assessed at the individual level. The level of the target
STI opportunity is set as a percentage of the executives base pay, currently set at 30% for all key management
personnel. STI payments are capped at 125% of target. Incentives are usually assessed and paid after the release
of the Companys annual results. The CEO does not currently participate in the STI.
The STI plan rewards executives for delivery of financial and non-financial performance as illustrated below:
Non-financial performance
50%
Total
STI
Financial performance
50%
STI
No STI payable
9099% of target
(inclusive)
100% of target
30% of
Base Pay
27
Base
Pay
Directors Report
Remuneration Report continued
Long-term Incentives
Similar to the STI, the LTI is based on a maximum value calculated as a percentage of base pay, ranging from
40% to 50% of base salary.
Since the first plan commenced in 2000, the Group has established a number of different LTI plans in which executives
have participated depending on when they joined the organisation. Many of these plans are closed and no further
awards will be made under these plans. Refer to the 2011 Remuneration Report for an overview of these plans. Details
of awards granted in previous years that are yet to vest are found in Appendix A. In accordance with SEEKs share
trading policy, participants are prohibited from engaging in hedging arrangements over unvested securities.
The Managing Director (SEEK International) participates in an additional LTI. The performance measures for
the additional LTI support long-term business growth of the International business, rewarding for sustained
return on investment.
The following grants were made in the 2012 financial year:
Options Plans
Objectives
Align the reward for participants with shareholder wealth and Group or segment
performance over a period of time
Participants
All executives
Grant date
1 September 2011
1 September 2011
Vehicle
Options
Options
Vesting period
and Vest date
Expiry date
1 September 2016
1 September 2016
$5.62
$5.62
Performance conditions
Vesting schedule
Exercise price
$5.36
$5.36
Fair value
$1.23
$0.73
28
To support long-term strategic decision making, the CEO does not participate in an STI plan. There are no potential
conflicts for the CEO to maximise short-term gain at the expense of long-term performance.
As the Company informed the market last year, Andrew Bassats remuneration was reviewed at the time he signed
a new employment agreement in February 2011 to commit to the role of sole CEO. The terms of the remuneration
review were initially determined by the Board and then approved by the Companys shareholders at the 2011 AGM.
In summary it was determined by the Board and approved by the Companys shareholders that Andrews
remuneration would be structured to ensure alignment with shareholder interests. In addition to a fixed salary
component of $770,000, Andrew would be issued a fixed payment of options over two years (50% each year) of
$2,000,000 (determined by reference to the fair value of the options) at the date of issuance, being 1 January 2011.
Details of the options plan are outlined in the table opposite.
Under his regular salary package, the CEO was also granted a number of options during the year under
an LTI Plan with assigned RTSR hurdles to further support long-term strategic decision making.
The key terms of the options granted to the CEO during the year (which received shareholder approval
at the 2011 AGM) are as follows:
Objectives
Tranche 1
Tranche 2
Grant date
21 November 2011
21 November 2011
21 November 2011
Vehicle
Options
Options
Options
Vesting period
and vest date
Expiry date
31 December 2014
31 December 2014
1 September 2016
$6.05
$6.05
$6.05
Performance conditions
Vesting schedule
Exercise price
$6.80
$6.80
$5.36
Fair value
Tranche 1: $0.63
Tranche 2: $0.74
$1.41
Service agreements
Remuneration and other terms of employment for the CEO and the other key management personnel are formalised
in service agreements. Each of these agreements provide for base salary, short-term and long-term incentives and
are reviewed annually by the Remuneration Committee.
All executives (excluding CEO) have termination notice periods of three months by employee and three months by
employer. In addition, all executives (excluding CEO) have non-competition periods of three months within Australia
from termination date.
29
The CEO has a termination notice period of six months by employee and six months by employer. The Company can
terminate employment with a payment in lieu of notice. In addition, the CEO has a non-competition period of three
months within Australia from termination date.
Directors Report
Remuneration Report continued
Remuneration outcomes
Relationship between remuneration and Company performance
The overall level of executive rewards takes into account the performance of the Group over a number of years,
whereby SEEK has elected to move towards a stronger link between Company results and executive remuneration.
Historical earnings and shareholder wealth information
The table below sets out summary information about the Groups earnings and movements in shareholders wealth
for the past five years up to and including the current financial year as well as movements between executives
compensation (excluding non-executive directors) and SEEKs performance for the same period.
Balances
Change
2012
2011
2010
2009
2008
2012
8,610
6,275
5,567
4,241
2011
2010
2009
2008
4,430
37.2%
12.7%
31.3%
(4.3%)
(1.6%)
Revenue ($'000)
29.2%
22.3%
34.3%
(0.8%)
33.1%
97,767 109,809
42.8%
15.6%
20.0%
(11.0%)
36.7%
131,680
97,688
89,521
55,301
76,280
34.8%
9.1%
61.9%
(27.5%)
37.4%
6.34
6.44
7.01
4.17
5.00
(1.6%)
(8.1%)
68.1%
(16.6%) (32.2%)
6.11
6.86
6.30
3.86
6.60
(10.9%)
8.8%
63.1%
(41.5%)
7.0%
39.1
29.0
26.6
18.8
26.6
34.8%
9.1%
41.5%
(29.3%)
35.7%
17.3
14.3
11.9
9.2
18.6
21.0%
20.2%
29.3%
(50.5%)
35.8%
Segment EBITDA
EPS
60
40
20
0
(20)
(40)
(60)
2008
2009
2010
2011
2012
30
EBITDA target
J Powell
Employment
Percentage of
STI achieved
Percentage of
STI forfeited
83%
17%
P Everingham
Education
113%
nil
J Lenga
International
101%
nil
J Armstrong
Group
M Ilczynski
Education
88%
12%
113%
nil
Group
88%
12%
H Souness(2)
Employment
83%
17%
D Gibbons
Group
88%
12%
M Callaghan
(3)
(1)
31
1. Percentages based on bonus achieved in comparison to pro-rated maximum as a result of maternity leave.
2. Percentages based on bonus achieved in comparison to pro-rated maximum as a result of pro-rated working hours.
3. Percentages based on bonus achieved in comparison to pro-rated maximum as a result of start date of 1 October 2011.
814,300
748,900
683,500
2012
2011
2012
2011
4,739,791
4,724,385
2011
2011
268,642
2012
2012
469,190
2011
35,775
221,981
549,970
270,256
2012
2011
216,699
2012
67,179
283,949
2011
460,909
1,069,140
69,110
61,200
176,324
31,684
65,196
58,500
193,050
85,500
189,041
2012
668,754
2012
86,250
166,363
495,906
578,312
2011
2011
706,659
2012
45,900
541,474
348,204
2011
606,143
2012
56,100
142,877
2011
420,219
2011
2012
571,118
2012
Cash
bonus
$
Total
D J Gibbons(12)
M J Ilcyznksi(9)(10)(11)
H J Souness(9)
M F Callaghan(9)
P D Everingham(10)(11)
J S Lenga
J S Powell
C M T Eaton(8)
J A Armstrong
P M Bassat(7)
A R Bassat
Executive directors
Cash
salary(1)
$
243,119
217,726
17,483
23,580
25,000
22,185
25,165
22,354
25,078
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
Superannuation(2)
$
Retirement
benefits
$
Post-employment
benefits
5,480,570
6,075,342
359,093
559,253
757,067
284,959
368,131
275,944
379,606
584,144
829,241
657,438
888,810
695,026
904,037
424,421
506,541
744,526
713,722
779,122
844,831
Subtotal
52,157
48,685
3,858
5,283
5,773
5,018
5,531
5,207
5,383
4,738
5,048
5,464
6,015
5,464
6,015
5,317
5,222
5,531
5,222
5,222
5,531
Non-monetary
benefits
$
Short-term benefits
520,974
2,387,543
38,889
72,561
62,994
99,240
68,879
122,095
(26,703)
79,444
94,310
293,553
116,685
256,947
62,182
64,115
149,616
(691,018)
769,530
1,275,198
Share-based
payments(3)
$
725,144
(41,329)
725,144
(41,329)
223,178
188,320
22,680
21,378
23,483
9,952
8,287
(6,504)
31,426
14,106
29,498
40,264
18,467
19,671
24,071
24,503
18,793
22,857
26,725
54,290
7,551
Long service
leave
$
Long-term benefits
6,275,440
8,609,876
420,662
68,719
853,111
357,905
475,658
338,319
533,127
409,033
938,183
792,012
1,200,830
831,382
1,185,055
511,106
589,449
916,999
49,429
2,328,086
2,086,251
n/a
74%
756%
71%
73%
65%
70%
65%
132%
71%
77%
60%
76%
64%
79%
n/a
80%
68%
100%
n/a
67%
39%
Fixed(6)
%
n/a
16%
89%
21%
9%
14%
10%
12%
15%
21%
11%
16%
10%
14%
9%
n/a
10%
16%
n/a
n/a
n/a
n/a
At risk
STI
%
n/a
9%
(745%)
9%
18%
21%
20%
23%
(46%)
8%
12%
24%
14%
22%
12%
n/a
10%
16%
n/a
n/a
33%
61%
At risk
LTI
%
Percentage of remuneration
that consists of:
(674,426)
(511,912)
(162,514)
Education
LTI(5)
$
Total
32
Directors Report
53,000
94,797
1/07/2010
1/09/2011
5.36
7.39
4.10
5.36
7.39
4.10
5.36
5.36
5.36
5.36
7.39
4.10
5.36
7.39
4.10
5.36
5.36
7.39
4.10
5.36
6.80
7.39
4.10
5.29
Exercise price
$
116,600
106,000
94,554
54,676
176,396
120,000
99,288
57,415
261,221
286,000
73,890
292,000
313,500
227,500
148,576
85,916
332,063
258,876
235,245
132,884
140,000
216,480
147,060
121,386
70,193
1,359,332
2,000,000(4)
1,004,000
1,688,820
518,512
Value of options
at grant date(1)
$
100%
50%
100%
50%
50%
100%
50%
100%
50%
100%
50%
50%
50%
50%
50%
50%
50%
50%
Forfeited/
lapsed(3)
%
100%
29%
Vested(3)
%
58,015
60,921
78,401
91,161
140,997
74,479
Value of lapse
at lapse date(2)
$
2015
2013
2012
2012
2015
2013
2012
2012
2015
2015
2012
2015
2015
2013
2012
2012
2015
2013
2012
2012
2015
2015
2013
2012
2012
2015
2012/2013
2013
2012
2012
116,600
106,000
33
176,396
120,000
189,177
286,000
292,000
313,500
227,500
332,063
258,876
101,388
216,480
147,060
1,359,332
1,028,901
334,667
1. The value at grant date calculated in accordance with AASB 2: Share-based Payments.
2. The value at lapse date of options that were granted as part of remuneration and that lapsed during the year due to a failure to satisfy vesting conditions. The value is determined at the time of lapsing.
3. The percentage of options vested and forfeited is calculated on total options that were due to vest in the current financial year for each particular grant.
4. Andrew was issued $2,000,000 in options over two years through a fixed remuneration options arrangement at an average fair value of $1.73 on offer date of 1 January 2011, determined by external remuneration consultants.
Following approval at the AGM, and in accordance with AASB 2: Share-based Payments, the options were revalued at an average fair value of $0.69 on grant date of 21 November 2011, giving a total value of the options of $797,688.
60,418
30/06/2009
143,411
1/09/2011
18,045
60,000
1/07/2010
1/07/2008
63,443
30/06/2009
H J Souness
18,949
1/07/2008
212,375
1/09/2011
M F Callaghan
232,520
1/09/2011
400,000
1/09/2011
24,386
254,878
1/09/2011
1/07/2008
113,750
1/07/2010
M J Ilcyznksi
P D Everingham
94,937
30/06/2009
269,970
1/09/2011
28,355
129,438
1/07/2010
1/07/2008
150,316
30/06/2009
J S Lenga
43,856
1/07/2008
J S Powell
113,821
176,000
1/09/2011
1/09/2011
73,530
1/07/2010
D J Gibbons
77,563
964,065
30/06/2009
1,156,069
21/11/2011
21/11/2011
23,166
502,000
1/07/2010
1/07/2008
559,212
1/07/2008
30/11/2009
A R Bassat
J A Armstrong
914,838
Grant date
Individual
Number of options
and performance
rights granted
No options will vest if the performance conditions are not satisfied, hence the minimum value of the option yet to vest is nil. Fair value is calculated in accordance with the Groups
accounting policy as discussed in note 1(s)(iv). There were no amounts paid and there are no amounts outstanding or due from KMP in relation to the grant of options during the year.
Directors Report
Remuneration Report continued
Shares provided on exercise of remuneration options
Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each director
of SEEK Limited and other key management personnel of the Group are set out below.
Date of
exercise
Number of ordinary
Weighted Value at
shares issued
average exercise
upon exercise exercise price
date(1)
Options
fulfilment
5 October 2011
11,583
Nil
60,382
J S Powell
5 October 2011
21,928
Nil
114,311
J S Lenga
5 October 2011
14,178
Nil
73,910
P D Everingham
5 October 2011
12,193
Nil
63,562
M F Callaghan
5 October 2011
8,422
Nil
43,904
H J Souness
5 October 2011
9,023
Nil
47,037
1. The value at exercise date of the options that were granted as part of remuneration and were exercised during the year has been determined
as the intrinsic value of the options at that date.
On 1 July 2011 Paul Bassat (former Executive Director) and Carey Eaton (former KMP) exercised 471,011 and 10,208
options respectively, which were satisfied by the issue of new shares.
Shares under option
Unissued ordinary shares of SEEK Limited under option at the date of this report are as follows:
Date granted
Expiry date
Exercise price
of options
Number
1 July 2013
$5.29
471,011
30 November 2014
$4.10
559,212
21 November 2011
31 December 2014
$6.80
1,156,069
21 November 2011
1 September 2016
$5.36
964,065
1 July 2014
$4.10
702,385
Options Plans
30 June 2009
1 July 2010
1 July 2015
$7.39
1,321,755
1 September 2011
1 September 2016
$5.36
1,998,178
Total Options
7,172,675
34
FY13 options
As noted in the 'Executive remuneration strategy framework' section on page 26, SEEK is currently undertaking
a review of the SEEK executive remuneration structure. SEEK proposes to change the SEEK executive remuneration
structure for FY13, including the options structure, as a result of the review. One of the key objectives of the Board
in undertaking the review is to emphasise the focus for executives to build long-term and sustainable shareholder
value. Refer to the Chairman's letter for background to the new executive remuneration structure for FY13. Full
disclosure will be made in the FY13 Remuneration Report.
Plan name
Executive
Director Options
Options Plan
Options Plan
Objectives
Align the reward for executives and senior managers with shareholder
wealth and Company performance.
Participants
Executive Directors
Other executives
and senior managers
Executive Directors,
other executives and
senior managers
Managing Director
(SEEK Education) and
Group Strategy Director
Offer date
1 July 2009
30 June 2009
1 July 2010
1 July 2008,
2009 and 2010
Grant date
30 November 2009
30 June 2009
1 July 2010
1 July 2008,
2009 and 2010
Vehicle
Share Options
Share Options
Share Options
Cash payment
Performance
period
3 years (vesting
on 30 June 2012)
with no retesting
thereafter.
3 years (vesting
on 30 June 2012)
with no retesting
thereafter.
3 years (vesting
on 30 June 2013)
with no retesting
thereafter.
Performance
conditions
Vesting schedule
EPS
Performance
Proportion of
award to vest
Performance
Proportion of
award to vest
Below median
0%
Below minimum
target
0%
Between median
50% of award
Between minimum 50% plus a pro
and 75th percentile plus 2% for every and maximum
rata allocation
additional %
target
above median
75th percentile
or higher
100%
Above maximum
target
100%
Exercise price
$4.10
$4.10
$7.39
Expiry date
30 June 2014
1 July 2014
1 July 2015
30 June 2011,
2012 and 2013
Fair value
RTSR: $2.90
EPS: $3.14
RTSR: $1.49
EPS: $1.64
RTSR: $1.89
EPS: $2.11
Cash payment
Melbourne
22 August 2012
35
Bob Watson
Chairman
36
The SEEK Board Charter was reviewed in 2012 to ensure it remains consistent with the Boards objectives and
responsibilities. The Charter delegates authority to the CEO for management of the Company. The role has overall
responsibility for the operational, financial and business performance of SEEK and the SEEK Group of companies,
while also managing the organisation in accordance with the strategy and policies approved by the Board. Executives
reporting to the CEO have their roles and responsibilities defined in specific position descriptions.
The roles of Chairman and CEO are not exercised by the same individual.
37
6. Corporate governance
Establishing appropriate standards and encouraging ethical behaviour and compliance with the Groups own governing
documents, including the Groups Code of Conduct.
Position
Appointed
Mr Bob Watson
Feb 1999
Mr Andrew Bassat
Sep 1997
Mr Neil Chatfield
Jun 2005
Mr Colin Carter
Mar 2005
Ms Denise Bradley
Feb 2010
The directors determine the size of the Board with reference to the SEEK Constitution and SEEK Board Charter,
which provides that there will be a minimum of three directors. The SEEK Board currently comprises four
non-executive directors and the Managing Director.
The Board considers that the directors bring professional skills, knowledge and experience as well as personal
attributes which enable the Board to operate effectively and meet its responsibilities to the Company, its
shareholders and other stakeholders.
The professional experience of the Board members covers diverse areas across a broad range of industries such
as Employment, Transport and Logistics, and Education. For further information on the directors please refer
to the Information on Directors section of the Directors Report.
As noted in the 2011 Notice of AGM to shareholders, the SEEK Board conducted a review of its composition in
financial year 2011 through its Nomination Committee, and determined that the Board and the Company would benefit
from the addition of a new Director or Directors to increase the existing skills, experience and diversity of Directors.
The Board is currently conducting a selection process for the appointment of an additional Director or Directors.
Director Independence
Access to Information
38
Directors are entitled to seek independent professional advice at the Companys expense relating to their role as a SEEK
director, subject to the prior written approval of the Chairman.
Diversity
39
At the Board level, SEEK has one female director, which comprises 25% of non-executive Board representation.
40
(a) is not, at the time of the proposed dealing, in possession of any price sensitive information, and
(b) where the officer is a director, the director obtains the prior written clearance of the Chairman to deal in SEEK
securities, or
(c) where the officer is not a director, where the officer obtains the prior written clearance of the CFO
or Company Secretary.
SEEK directors, executives or their associates are prohibited from entering into transactions in associated
products which operate to limit the economic risk of security holdings in the Company over unvested entitlements.
SEEK officers are only permitted to enter margin loans with the prior written approval of the Chairman. If approval
is granted, the Continuous Disclosure Committee (comprising the CEO, CFO and Company Secretary) will review
the terms of the margin loan to determine whether there are any material terms requiring disclosure to the market.
Board Committees
The Board is supported by a Remuneration Committee, Audit and Risk Management Committee and Nomination
Committee. The Committees are comprised of independent non-executive directors. The members of these
Committees at the date of this Report are:
Board
Remuneration
Committee
Nomination
Committee
R C G Watson
A R Bassat
C B Carter
N G Chatfield
D I Bradley
For information on the skills, experience and expertise of the Committee members, please refer to pages 20 and 21
of the Directors Report. In relation to the number of meetings and attendance of members at the Committee
meetings please refer to page 22 of the Directors Report.
Remuneration Committee
41
Monitor effective succession planning for the positions of CEO, non-executive directors and executives.
42
Review the SEEK Groups risk profiles as developed by Management and monitor emerging risks and changes
in the SEEK Groups risk profile.
Nomination Committee
43
The Boards nomination of existing directors for re-appointment is not automatic and is contingent on their past
performance, contribution to the Company and the current and future needs of the Board and the Company.
Continuous Disclosure
44
Code of Conduct
45
SEEK has a Whistleblowers Policy available on the employee intranet which is designed to support and protect
employees who properly report non-compliant, illegal or unethical conduct by other employees. The aim of the Policy
is to protect the confidentiality and position of employees wishing to raise matters which affect the fairness, legality
or integrity of the Company.
Contents
46
47
48
49
50
51
52
52
66
71
73
78
78
79
79
82
83
84
87
88
89
91
92
92
93
95
96
98
99
102
103
103
104
106
107
110
114
115
116
119
120
122
124
IBC
Directors Declaration
Independent Auditors Report
Shareholder Information
Five Year Financial Summary
Corporate Directory
Consolidated
Notes
2012
$000
2011
$000
445,230
344,735
Other income
29,354
Operating expenses
Direct cost of services
Sales and marketing
Business development
Operations and administration
Finance costs
11(b)
8(a)
(35,394)
(30,141)
(134,420)
(103,874)
(25,313)
(19,963)
(99,170)
(66,020)
(26,677)
(16,413)
(320,974)
(236,411)
30,871
24,685
184,481
133,009
(47,023)
(36,295)
137,458
96,714
131,680
97,688
20(a)
Non-controlling interests
20(a)
Earnings per share for profit attributable to the ordinary equity holders of the Company:
5,778
(974)
137,458
96,714
Cents
Cents
33
39.1
29.0
33
38.9
28.9
47
The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
Consolidated
Notes
Profit for the year
2012
$000
2011
$000
137,458
96,714
20(a)
(14,234)
(6,876)
11(c)
(15,214)
(38,879)
20(a)
536
(2,705)
11(c)
223
(262)
20(a)
33,137
20(a)
(10,561)
20(a)
8(c)
165
3,001
(2,947)
490
(48,232)
134,511
48,482
135,271
54,678
20(a)
(760)
134,511
48
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
(6,196)
48,482
Consolidated
Notes
2012
$000
2011
Restated*
$000
92,703
98,291
10
65,566
44,814
12
630
17,379
2,924
161,823
160,484
196,063
315,930
Current assets
Cash and cash equivalents
Non-current assets
Investments accounted for using the equity method
11(b)
13
24,744
19,201
Intangible assets
14
984,487
463,587
24,615
11,397
1,229,909
810,115
Total assets
1,391,732
970,599
57,028
43,698
61,680
38,366
82,487
147,887
19,376
5,370
8(d)
Current liabilities
Trade and other payables
15
Unearned income
Other financial liabilities
17
18(a)
2,849
1,923
223,420
237,244
Non-current liabilities
16(b)
318,433
275,281
8(e)
47,434
18,534
Non-current provisions
18(b)
31,312
4,781
397,179
298,596
Total liabilities
620,599
535,840
Net assets
771,133
434,759
186,525
183,950
Borrowings
Equity
Contributed equity
19
Reserves
20(a)
(63,884)
(71,208)
Retained profits
20(a)
276,867
198,474
Non-controlling interests
20(a)
371,625
123,543
771,133
434,759
Total equity
*
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
49
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
Consolidated
Notes
Contributed
equity
$000
183,950
Reserves
$000
Retained
profits
$000
22,668
146,339
Total
$000
Noncontrolling
interests
$000
Total
$000
352,957
352,957
97,688
97,688
(974)
96,714
(43,010)
(43,010)
(5,222)
(48,232)
(43,010)
97,688
54,678
(6,196)
48,482
20(a)
(45,439)
(45,439)
(45,439)
1,504
1,504
1,504
Purchase of shares-on-
market for employee
share option scheme
20(a)
(38)
(163)
(201)
(201)
8(c)
(49)
49
Non-controlling interest
at fair value arising
on acquisition
64,624
64,624
Non-controlling interest
acquired on acquisition
1,279
1,279
(50,629)
(50,629)
(22,788)
(73,417)
87,969
87,969
(1,654)
(1,654)
(1,345)
(2,999)
183,950
(71,208)
198,474
311,216
123,543
434,759
20(a)
20(c)
131,680
131,680
5,778
137,458
3,591
3,591
(6,538)
(2,947)
20(a)
3,591
131,680
135,271
(760)
134,511
19
2,575
2,575
2,575
Total comprehensive
income for the year
Transactions with owners
in their capacity as owners:
Contributions of equity, net
of transaction costs and tax
50
20(a)
(53,257)
(53,257)
(4,628)
(57,885)
4,263
4,263
4,263
Purchase of shares-on-
market for employee
share option scheme
20(a)
(197)
(363)
(560)
(560)
8(c)
(333)
333
29(a)
186,525
(63,884)
253,470
253,470
276,867
399,508
371,625
771,133
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated
Notes
2012
$000
2011
$000
470,316
383,355
(270,049)
(230,270)
200,267
153,085
2,976
1,418
Interest paid
(20,182)
(14,167)
(41,793)
(32,150)
141,268
108,186
(49,512)
Interest received
32
29(c)
(147,372)
(186,134)
29
(188)
(6,203)
11(c)
12,855
9,841
(8,714)
(8,375)
66
(8,213)
(3,692)
(151,566)
(244,075)
124,783
406,704
Repayment of borrowings
(83,000)
(228,000)
(597)
(5,584)
(201)
19
2,575
Dividends paid
21
(53,257)
(45,439)
(3,433)
20(c)
(3,857)
29(b)
1,925
29
16,980
68,648
4,051
194,196
(6,247)
58,307
98,291
39,731
659
253
92,703
98,291
51
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
52
Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Income
Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet and Consolidated
Statement of Changes in Equity respectively.
Investments in subsidiaries are accounted for at cost in the individual financial statements of the investing entity.
(ii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. Investments
in associates are accounted for, after initially being recognised at cost, using the equity method of accounting.
The Groups investment in associates includes goodwill identified on acquisition.
The Groups share of its associates post-acquisition profits or losses is recognised in the Consolidated Income
Statement and its share of post-acquisition other comprehensive income is recognised in other comprehensive
income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
Dividends receivable from associates are recognised as a reduction in the carrying amount of the investment.
When the Groups share of losses in an associate equals or exceeds its interest in the associate, including any other
unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Groups
interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of associates have been changed where necessary to
ensure consistency with the policies adopted by the Group.
(iii) Joint venture entities
The interest in a joint venture entity is accounted for using the equity method, after initially being recognised at cost.
Under the equity method, the share of the profits or losses of the entity is recognised in the Consolidated Income
Statement, and the share of the post-acquisition movement in reserves is recognised in other comprehensive income.
Any cash contributions made to the jointly controlled entity are recognised in the Groups financial statements as an
investment in the jointly controlled entity. Details relating to the Groups joint venture entity are set out in note 11(e).
(iv) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions
with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying
amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any
difference between the amount of the adjustment to non-controlling interests and any consideration paid or received
is recognised in a separate reserve within equity attributable to the owners of SEEK Limited.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the
initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, jointly
controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income
in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or
loss. If the ownership interest in a jointly-controlled entity or an associate is reduced, but joint control or significant
influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive
income are reclassified to profit or loss where appropriate.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive Officer.
(d) Foreign currency translation and transactions
53
54
55
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, would be recognised subsequently if information about facts and circumstances changed. The adjustment would
either be treated as a reduction to goodwill (as long as it does not exceed goodwill), if it was incurred during
the measurement period, or in profit or loss.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
56
57
58
Impairment
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset
or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment
losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated
future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of
equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security
below its cost is considered an indicator that the assets are impaired.
59
60
61
Provisions are measured at the present value of management's best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to determine the present value is
a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. The increase in the provision due to the passage of time is recognised as interest expense.
62
The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any
non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions
are included in assumptions about the number of options that are expected to vest which are revised at the end
of each reporting period. The impact of the revision to original estimates, if any, is recognised in the Consolidated
Income Statement, with a corresponding adjustment to equity. The employee benefit expense recognised each period
takes into account the most recent estimate.
(v) Profit sharing and bonus plans
A liability for employee benefits in the form of profit sharing and bonus plans is recognised in other payables where
there is a legal or constructive obligation and depending on an assessment against the Groups profit performance
and the individuals personal performance and at least one of the following conditions are met:
there are formal terms in the plan for determining the amount of the benefit, or
the amounts to be paid are determined before balance sheet date.
63
64
Summary
Application
date of
standard
Application
date for
Group
1 January
2011
1 July
2011
AASB 2009-12
This standard makes numerous editorial changes to a range of Australian Accounting Standards
and Interpretations.
1 January
2011
1 July
2011
AASB 2010-4
Amendments to Australian Accounting Standards arising from the Annual Improvements Project,
providing guidance relating to disclosures for AASB 7 and AASB 124, analysis of other
comprehensive income and fair value of award credits.
1 January
2011
1 July
2011
AASB 2010-5
This Standard makes numerous editorial amendments to a range of Australian Accounting Standards
and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB.
1 January
2011
1 July
2011
AASB 2010-6
Amendments to Australian Accounting Standards Disclosures on Transfers of Financial Assets.
The amendments increase the disclosure requirements for transactions involving transfers of
financial assets but which are not de-recognised and introduce new disclosures for assets that are
de-recognised but the entity continues to have a continuing exposure to the asset after the sale.
1 July
2011
1 July
2011
Summary
AASB 2011-9 Amendments to Australian Accounting Standards Presentation of Other
Comprehensive Income
This Standard requires entities to group items presented in other comprehensive income on the basis
of whether they might be reclassified subsequently to profit or loss and those that will not.
Application
date of
standard
1 July
2012
Application
date for
Group
1 July
2012
1 January
2013*
1 July
2013
1 January
2013
1 July
2013
1 January
2013
1 July
2013
1 January
2013
1 July
2013
1 January
2013
1 July
2013
1 January
2013
1 July
2013
1 July
2013
ASB ED 215 Mandatory effective date of IFRS 9 proposes to defer the mandatory effective date of AASB 9 to annual periods beginning on or after
A
1 January 2015, with early application permitted. At the time of preparation, finalisation of ED 215 is still pending by the AASB. However, the IASB
has deferred the mandatory effective date of IFRS 9 to annual periods beginning on or after 1 January 2015, with early application permitted.
65
1 July
2013
2012
$000
2011
Restated*
$000
92,703
98,291
10
61,098
42,699
12
630
17,379
Financial assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
(1)
Financial liabilities
Trade and other payables
15
57,028
43,698
17
82,487
147,887
Borrowings (principal)
16
320,487
278,704
* Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
1. Trade and other receivables in the table excludes prepayments which are not classified as financial instruments.
The carrying value of the assets and liabilities disclosed in the table above closely approximates or equals their
fair value.
Borrowings are issued at variable interest rates (for details of the maturity of borrowings, refer to note 16), and cash
and cash equivalents (refer to note 9) attract interest at variable interest rates. All other financial assets and liabilities
are non-interest bearing.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
predominately the US dollar (USD), Singapore dollar (SGD), Hong Kong dollar (HKD), New Zealand dollar (NZD), British
pound (GBP), Brazil real (BRL) and Mexican peso (MXN). The Groups exposure to these and other key currencies is
detailed on page 67.
66
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities
are denominated in a currency that is not the entitys functional currency.
Forward contracts are sometimes used to manage foreign currency exchange risk. The CFO is responsible for
managing exposures by using external forward currency contracts, for example for one-off significant transactions.
During the financial year, SEEK also entered into a net investment hedge for $50,000,000 (HKD388,725,000). This is
designated as a hedge against the Hong Kong assets, thereby protecting this portion of assets against depreciation
of the HKD over the three year life of the swap.
The Groups foreign exchange risk management policy is to hedge up to 100% of anticipated significant cash flows
in foreign currencies for up to a six month period. The forward foreign currency exchange contracts taken up by the
Group are regularly reassessed.
385
355
67
Borrowings (principal)
4,083
Financial assets
NZD
000's
50
832
536
GBP
000's
179
755
1,746
62
3,768
MYR
000's
AUD
Denominated
MYR
000's
GBP
000's
NZD
000's
2011
Borrowings (principal)
Financial assets
2012
AUD
Denominated
1,124
USD
000's
362
USD
000's
51,112
HKD
000's
HKD
000's
9,396
PHP
000's
1,265
PHP
000's
22,388
THB
000's
12,681
THB
000's
IDR
000's
IDR
000's
3,113
7,790
MYR
000's
8,822
MYR
000's
HKD
Denominated
8,921,984
NTD
000's
7,908,680
3,215
NTD
000's
HKD
Denominated
6,213
SGD
000's
663
3,493
SGD
000's
Group
The Groups exposure to foreign currency exchange risk at the reporting date, expressed in each currency, is as follows:
6,134
INR
000's
6,065
INR
000's
9,624
RMB
000's
7,108
14
RMB
000's
AUD
000's
USD
000's
103
AUD
000's
396
USD
000's
USD
000's
MXN
Denominated
13
USD
000's
MXN
Denominated
2011
$000
Low
High
Low
(15)
17
84
(93)
11
(12)
(93)
103
(26)
28
59
(65)
291
(322)
(17)
19
50
(55)
(1)
10
(11)
(18)
20
32
(36)
(5)
(5)
39
(43)
(46)
51
(127)
141
(103)
113
(224)
248
(5)
(7)
52
(57)
66
(73)
(18)
20
(5)
(1)
(230)
255
240
(265)
Net movement
68
At the end of the reporting period, the Group had the following variable rate borrowings and interest rate swap
contracts outstanding:
2012
$000
Weighted
average
interest rate
%
Bank loans principal (note 16)
7.1%
4.9%
2011
$000
$000
Weighted
average
interest rate
%
$000
320,487
7.1%
278,704
(80,000)
4.5%
240,487
(30,000)
248,704
The interest rate and term for bank borrowings is determined at the date of each drawdown. The weighted average
interest rate for the year ended 30 June 2012 was 7.1% (2011: 7.1%). At 30 June 2012 if the weighted average interest
rate of the facility had been 10% higher or 10% lower, interest expense would increase/decrease by $2,110,000.
Cash balances
As at 30 June 2012 the Group has $17,690,000 held in bank deposits, debentures, fixed income funds and short-term
marketable securities held by the subsidiaries of SEEKs controlled entity Brasil Online, which attract a higher rate
of interest.
The Groups bank accounts are predominantly interest bearing accounts. Funds that are excess to short-term
liquidity requirements are generally invested in short-term commercial bills, backed by the four major Australian
domestic banks. Where excess funds are significantly in excess of short-term requirements, they are then applied
to reduce the syndicated loan facility balance, thus reducing interest payable.
At 30 June 2012, if the interest rates on interest bearing cash balances were to move 10% higher or 10% lower than
the weighted average rate of 3.08%, annual interest income would increase/decrease by $282,000 respectively.
(b) Credit risk
The Groups exposure to credit risk arises from the potential default of the Groups trade and other receivables
as well as the institutions in which the Groups cash and cash equivalents are deposited, with a maximum exposure
equal to the carrying amounts of these assets. Further details of the Groups trade receivables are included in note 10,
and cash and cash equivalents are detailed in note 9.
For trade and other receivables, the Group does not hold any credit derivatives or collateral to offset its credit
exposure. Due to the short-term nature of these receivables, their carrying amount is assumed to approximate
their fair value.
Group trade receivables at 30 June 2012 is $55,475,000 (note 10).
The domestic Employment business accounts for 47% of gross trade receivables with a customer base comprising
of agencies, national/major accounts and SMEs. Credit risk assessments are conducted on new and renegotiated
contracts to evaluate each customers credit worthiness.
The Education business accounts for 20% of gross trade receivables and their customer base is predominantly
made up of full- and part-time students. The majority (94%) of these students receive FEE-HELP, for which the debt
recorded is not yet due and the risk of default is relatively low as the debt is settled by the Department for Education.
The remainder are self-funded and while individual debtors are low, they represent a higher credit risk.
The International business represents 33% of gross trade receivables and the exposure to credit risk is relatively
low due to the credit terms provided and the large and diverse customer base.
Credit risk is managed in the following ways:
The provision of credit is covered by a risk assessment process for all customers (e.g. appropriate credit history,
credit limits, past experience);
Concentrations of credit risk are minimised by undertaking transactions with a large number of customers.
The Groups treasury policy only authorises dealings with financial institutions that have an investment grade rating.
All other financial liabilities are current and anticipated to be repaid over the normal credit terms, usually 30 days.
69
At 30 June 2012 the Group has recognised a financial liability of $81,216,000 (2011: $74,630,000), which represents
the net present value of the expected cash consideration to be paid to the vendor of JobsDB for the remaining 20%
ownership. The vendor has been granted the option to exercise between 23 June 2012 and 23 June 2014; as the option
is now current, the value of the liability is no longer discounted at 30 June 2012. The selling price is dependent on
future earnings, but capped at HK$640,000,000, which is the amount currently recognised. At the date of this report
the option had not been exercised.
Undrawn
Total
2012
$000
2011
$000
2012
$000
2011
$000
2012
$000
2011
$000
20,000
20,000
320,487
278,704
19,513
61,296
340,000
340,000
320,487
278,704
39,513
61,296
360,000
340,000
Floating rate
Expiring within one year
Expiring beyond one year
Subject to the continuance of meeting certain financial covenants, the bank loan facilities may be drawn down at any time.
Refer to note 16 for further details of the Groups borrowing arrangements.
(d) Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
SEEK Limited is required to disclose fair value measurements by level of the following fair value measurement hierarchy:
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices) (level 2); and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
At 30 June 2012 the Group held at fair value the following level 2 financial assets and liabilities (refer to note 12):
Net investment hedge $672,000 gain
Interest rate swaps $42,000 loss.
At 30 June 2012 the Group held at fair value a put option, classified as a level 3 financial liability. The fair value
of the put option is determined based on the net present value of anticipated future cash outflows. These cash
outflows are dependent on a multiple of future earnings, capped at HK$640,000,000. The fair value has been
determined using the maximum cash outflow and is not discounted as the option is current. The following table
shows the movement in the put option during the current and prior years:
Notes
Carrying amount at start of year
Recognised during the period as a level 3 financial liability
Exchange differences
Interest unwound and charged to the Consolidated Income Statement
Carrying amount at end of year
17
2012
$000
2011
$000
74,630
73,396
4,583
980
2,003
254
81,216
74,630
70
71
Please refer to note 8 for further details on the Groups income tax balances.
72
4. Segment information
(a) Description of segments
Management have determined the operating segments based on the reports reviewed and relied upon by the CEO
(the chief operating decision maker (CODM)).
The Group operates in three core industries: online employment classified advertising (Employment); the provision
and execution of training courses (Education); and overseas investments in online employment websites (International).
The Employment business is considered as one reporting segment which provides online employment
classified advertising services through the SEEK website. It sells these services in Australia, New Zealand
and the United Kingdom, which have similar business characteristics and are managed as one business.
The Education division comprises two segments: Learning and Think.
The Learning business markets, sells and distributes (predominantly through online channels) vocational
training and education training courses in Australia. These courses are developed and delivered by outside
providers (including Think). It also holds the Groups investment in IDP.
Think is a provider of vocational training and higher education courses, including classroom-based and
distance learning courses, and operates solely in Australia.
The International division now comprises three operating businesses, being JobsDB, Brasil Online and OCC, as well
as other head office costs (previously disclosed as one business). As a result of the increased investments in Brasil
Online and OCC during the year and the acquisition of JobsDB in the prior year, these entities now represent significant
individual businesses within the Group. SEEK now has a presence in China, South East Asia, Brazil and Mexico.
Segment EBITDA is the measure utilised by the CODM to measure the businesses profitability. Segment EBITDA
is earnings before interest, tax, depreciation and amortisation and excludes share of net profits from associates
and jointly controlled entities accounted for using the equity method, fair value gain/loss on acquisition, impairment
loss, amortisation of share-based payments and long-term incentives and other non-operating gains/losses.
Interest income and expenditure are not allocated to segments, as this type of activity is driven and managed
centrally by the Group.
Segment revenue, expenses, assets and liabilities are those that are directly attributable to a segment and the
relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets
used by a segment and consist primarily of operating cash, receivables, other financial assets, plant and equipment
and goodwill and other intangible assets, net of related provisions. While most of these assets can be directly
attributable to individual segments, the carrying amounts of certain assets used jointly by segments are allocated
based on reasonable estimates and usage. Segment liabilities consist primarily of trade and other creditors,
other financial liabilities and employee entitlements.
Segment revenues, expenses and results include transfers between segments. Such transfers are priced
on an arms length basis and are eliminated on consolidation.
73
The amounts provided to the CODM with respect to total assets and total liabilities are measured in a manner
consistent with that of the financial statements. Assets and liabilities are allocated based on the operations
of the segment.
6,133
(24,115)
6,133
(3,361)
(5,686)
20,544
132,386
14,287
(5,448)
(1,017)
20,752
52,926
52,926
22,768
15,462
4,654
(173)
(157)
2,982
8,818
8,818
13,613
12,762
821
(37)
(45)
112
355
355
OCC(1)
$000
International
Brasil Online(1)
$000
16,352
19,263
(2,911)
Int'l Other
$000
67,020
28,224
24,738
(5,658)
(1,219)
20,935
62,099
62,099
Total
$000
1,130
(23,650)
2,976
(4,130)
208,155
(24,115)
28,224
30,871
(11,645)
(8,805)
193,625
445,230
2,976
442,254
442,254
Consolidated
$000
20(a)
1. As discussed in note 29(a), SEEK moved to controlling interests in Brasil Online (31 May 2012) and OCC (19 June 2012), and the EBITDA results in these businesses are reflective of the period since control was gained.
Non-controlling interests
131,680
(5,778)
137,458
(47,023)
8(a)
(4,005)
132,386
JobsDB
$000
Interest expense
(4,005)
Total
$000
184,481
(26,573)
(24,115)
(3,053)
(4,688)
5,283
86,913
86,913
Eliminations
$000
Education
Think
$000
Interest income
14
29(a)
Amortisation of share-based
payments and other long-term
incentive schemes
Segment result
Impairment loss
20,088
(308)
(2,626)
14
147,620
(998)
(1,900)
Amortisation
15,261
152,146
13
Depreciation
Segment EBITDA
Consolidated revenue
49,478
247,769
4,005
Interest income
45,473
247,769
Learning
$000
Inter-segment revenue
Revenue
30 June 2012
Employment
Notes
$000
74
(3,222)
(3,222)
Eliminations
$000
6,225
7,696
(2,904)
(4,116)
5,549
110,322
110,322
Total
$000
2,369
(811)
715
(921)
(149)
3,535
8,727
8,727
JobsDB
$000
4,144
4,144
Brasil
Online
$000
749
749
OCC
$000
4,416
11,381
(6,965)
Int'l
Other
$000
11,678
(811)
16,989
(921)
(149)
(3,430)
8,727
8,727
Total
$000
(14,588)
1,681
(999)
146,915
(811)
24,685
(6,392)
(6,203)
135,636
344,735
1,681
343,054
343,054
Consolidated
$000
75
20(a)
As discussed in note 4(a) the International division has been restated to reflect the acquisitions in the year.
Non-controlling interests
97,688
974
96,714
(36,295)
8(a)
(2,731)
(3,476)
(7,497)
69,078
69,078
Think
$000
19,929 (13,704)
7,696
(173)
(640)
13,046
44,466
3,222
41,244
Learning
$000
Interest expense
129,012
(2,567)
(1,938)
133,517
224,005
224,005
Total
$000
International
133,009
Interest income
(32)
(32)
Eliminations
$000
Education
Amortisation of share-based
payments and other
long-term incentive schemes
129,012
Segment result
(1,938)
(2,567)
13
14
Depreciation
133,517
Amortisation
Segment EBITDA
Consolidated revenue
224,037
Interest income
224,005
32
Notes
Inter-segment revenue
Revenue
Employment
$000
Employment
(31,388)
8,690
114,371
(34,706)
74,028
9,542
207,165
Total
$000
(23,963)
1,336
381,302
JobsDB
$000
(45,057)
131
416,649
(7,494)
163,816
OCC
$000
International
Brasil Online
$000
(84,471)
122,035
126,903
Int'l Other
$000
(160,985)
122,035
1,467
1,088,670
Total
$000
(318,433)
(235,356)
196,063
16,980
1,391,732
2,924
24,615
1,364,193
Consolidated
$000
Total liabilities
8(e)
(620,599)
(47,434)
(3,318)
74,028
852
92,794
Think
$000
Education
(39,665)
5,971
68,358
Learning
$000
(19,376)
16
11(b)
8(d)
Notes
Employment
$000
Non-current borrowings
Unallocated:
Liabilities
Total assets
Unallocated:
Assets
30 June 2012
76
(27,036)
8,681
127,658
Think
$000
(28,654)
73,629
12,802
221,090
Total
$000
(21,633)
100
362,026
JobsDB
$000
101,028
101,028
Brasil Online
$000
40,944
40,944
OCC
$000
(148,064)
100,329
134,674
Int'l Other
$000
(169,697)
242,301
100
638,672
Total
$000
(275,281)
(236,655)
315,930
15,468
970,599
11,397
959,202
Consolidated
$000
77
As discussed in note 4(a) the International division has been restated to reflect the acquisitions in the year.
(535,840)
(18,534)
Total liabilities
8(e)
(1,618)
73,629
4,121
93,432
Learning
$000
(38,304)
2,566
99,440
Employment
$000
(5,370)
16
11(b)
8(d)
Notes
International
Non-current borrowings
Unallocated:
Liabilities
Total assets
Unallocated:
Assets
Education
Australia
New Zealand
United Kingdom
Brazil
Mexico
China
Hong Kong
(3)
Malaysia
Other South East Asia
Total allocated
2011
(1)
Revenue
$000
Non-current
assets(2)
$000
Revenue
$000
Non-current
assets(2)
Restated*
$000
362,565
193,830
318,577
215,755
17,241
4,910
15,073
4,730
349
676
(1)
8,818
384,963
101,028
355
153,022
40,944
10,410
80,584
1,679
59,674
20,438
339,416
3,290
327,629
723
44,833
152
43,724
21,355
3,736
3,607
5,234
442,254
1,205,294
343,054
798,718
2,976
1,681
24,615
11,397
445,230
1,229,909
344,735
810,115
Unallocated:
Interest income
Deferred tax assets
Total
*
1.
2.
3.
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
Amounts allocated represent segment revenue from external customers.
Amounts allocated represent all non-current assets excluding deferred tax assets.
Non-current assets allocated to Hong Kong include goodwill and other indefinite life intangible assets assumed as part of the JobsDB acquisition,
which is consistent with the approach for impairment testing (refer to note 14).
5. Revenue
Consolidated
2012
$000
2011
$000
247,769
224,005
62,099
8,727
41,652
37,377
90,734
72,945
442,254
343,054
2,976
1,681
445,230
344,735
6. Other income
78
1. Other non-operating gain relates to a forward exchange contract settled during the year.
Consolidated
Notes
2012
$000
2011
$000
29(a)
28,224
1,130
29,354
7. Expenses
Net losses and expenses
Profit before income tax expense includes the following specific net losses and expenses:
Consolidated
Notes
2012
$000
2011
$000
13
8,805
6,203
14
11,645
6,392
13,969
10,656
(428)
Net foreign exchange (gains)/losses recognised in profit before income tax expense
Net loss on disposal of plant and equipment
Fair value loss on step acquisition
Impairment loss
14
614
108
811
24,115
58,214
24,676
23,650
14,588
Finance costs
Interest expense
Interest unwound on put option
17
2,003
254
1,024
1,571
26,677
16,413
4,130
999
96,915
78,394
7,698
6,517
108,743
85,910
Employee benefits
Share-based payments and other long-term incentives
Salary costs
Superannuation costs
Total employee benefits
8. Income tax
(a) Income tax expense
Consolidated
2012
$000
2011
$000
Current tax
48,761
36,981
Deferred tax
(4,380)
Notes
29(a)
3,169
8(b)
47,023
36,295
(3,558)
(1,345)
(822)
548
(4,380)
(797)
(527)
(797)
111
The entire income tax expense relates to profit from continuing operations.
79
Consolidated
2012
$000
2011
$000
184,481
133,009
55,344
39,903
243
Tax effect of amounts that are not deductible/(taxable) in calculating income tax:
Fair value gains on financial assets
(5,298)
(240)
(225)
(9,261)
(7,406)
(379)
197
6,750
Non-deductible expenses:
Entertainment
166
148
378
2,261
Share-based payments
345
802
(236)
47,569
446
36,369
(185)
(527)
47,023
111
36,295
Notes
2012
$000
2011
$000
29(a)
3,169
20(a)
20(a)
(3)
716
90
(165)
3,001
(316)
490
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other
comprehensive income but directly debited or credited to equity
Consolidated
2012
$000
2011
$000
108
38
225
80
Notes
Current tax credited directly to share-based payment reserves
49
333
87
2011
$000
1,866
1,672
Unearned income
1,719
Employee benefits
5,211
3,996
942
563
51
50
Notes
Amounts recognised in profit or loss:
1,204
580
284
240
Non-current provisions
6,362
5,056
2,240
1,115
1,098
116
(124)
271
241
24,197
10,556
245
413
Share-based payments
Accounting fees
90
173
338
418
841
24,615
11,397
11,397
10,421
3,558
1,345
Movements:
Exchange differences
Acquisition of subsidiary
Under/(overs) in the prior year
29(a)
(165)
(275)
(593)
(7)
10,660
(242)
(87)
24,615
11,397
12,724
8,876
11,891
2,521
24,615
11,397
Credited to equity
81
Consolidated
Notes
2012
$000
2011
Restated*
$000
46,026
17,507
1,408
1,027
47,434
18,534
18,534
6,694
Movements:
Opening balance at start of year
(822)
29
32,838
548
11,163
Exchange differences
(3,116)
47,434
18,534
3,020
1,413
129
44,414
17,121
47,434
18,534
he prior year balance has been restated. Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB
T
and refer to note 29(a) for the current year acquisitions of Brasil Online and OCC.
82
Consolidated
2012
$000
2011
$000
75,013
98,291
Short-term investments
17,690
92,703
98,291
Consolidated
2012
$000
2011
Restated*
$000
Trade receivables
55,475
36,686
(5,970)
(7,642)
49,505
29,044
11,593
13,579
Prepayments
4,468
2,191
65,566
44,814
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
Consolidated
Notes
2012
$000
2011
$000
Opening balances
7,642
5,181
5,732
15,037
(7,436)
(12,485)
(377)
(50)
419
29(a)
Exchange differences
Closing balance
(10)
(41)
5,970
7,642
The creation or release of the doubtful debts provision has been included in operations and administration expense
in the Consolidated Income Statement and the creation or the release of the credit note provision has been included
within revenue. Amounts charged to the provision are generally written off when there is no expectation of recovering
additional cash.
2012
$000
2011
$000
43,951
24,623
3060 days(1)
3,773
3,259
6090 days
1,124
773
347
217
310
172
49,505
29,044
Current30 days
(1)
90120 days
(1)
120+ days(1)
Closing balance
1. Past due and not considered impaired. Trade receivables are considered past due when they are not collected within credit terms.
The Group does not hold any collateral in relation to these receivables.
(c) Other receivables
The other receivables balance mainly represents accrued revenue in the Education business.
The other classes within trade and other receivables do not contain impaired assets and are not past due.
Based on the credit history of these other classes, it is expected that these amounts will be received when due.
Consolidated
83
2012
2011
Year end
Australia
50.0
50.0
30 June
The Cayman
Islands
56.1
56.1
31 December
The
Netherlands
51.0 (c(i))
30.0
31 December
JobStreet Corporation
Berhad (Jobstreet)
Malaysia
22.0
22.0
31 December
Mexico
56.7 (c(ii))
41.1
31 December
Australia
50.0 (e)
50.0
30 June
Associates
Principal activities
Provides services for international students
wishing to study in Australian educational
institutions and also provides International
English Language Testing (IELTS)
Consolidated
Notes
2012
$000
2011
$000
Investments in associates
11(c)
195,637
313,476
11(e)
84
Carrying amount
426
2,454
196,063
315,930
24,731
11(c)
32,899
11(e)
(2,028)
30,871
(46)
24,685
IDP
$000
Zhaopin
$000
Brasil
Online
$000
JobStreet
$000
OCC
$000
JobsDB
$000
Total
$000
66,734
57,221
110,241
49,173
283,369
44,696
144,713
189,409
Dividends received
or declared in the year
(2,500)
(4,378)
(1,519)
(1,665)
(10,062)
7,742
8,702
4,144
2,679
749
715
24,731
20(c)
634
634
20(a)
(539)
(9,913)
(8,979)
(6,648)
(2,836)
(9,964)
(38,879)
20(a)
(262)
(262)
Acquisition of additional
controlling interest(1)
(128,450)
(128,450)
(7,014)
(7,014)
71,175
56,644
101,028
43,685
40,944
313,476
(6,000)
(4,235)
(1,544)
(1,076)
(12,855)
8,161
16,490
4,654
2,773
32,899
(14,830)
(15,214)
20(a)
43
4,102
20(a)
223
Acquisition of additional
controlling interests
29(a)
73,602
77,236
(86,617)
(115)
44,799
821
(4,414)
(36,275)
223
(122,892)
195,637
1. These movements were incurred as part of the acquisition accounting for JobsDB (refer to note 29(b) for further details on the JobsDB transaction).
(iv) JobStreet
JobStreet is listed in Malaysia. At 30 June 2012, the market value of the Groups investment in JobStreet
was $47,733,000 (2011: $63,725,000), based on the published share price as at that date.
85
(iii) JobsDB
SEEK Limited, through its controlled entity SEEK Asia, exercised significant influence over JobsDB from 23 December
2010 to 5 May 2011 and accounted for its share of profits using the equity method. On 5 May 2011, SEEK increased
its ownership to 60% at which point it began accounting for JobsDB as a subsidiary and the original ownership
of JobsDB was reclassified at fair value to goodwill and intangible assets. SEEK continues to consolidate JobsDB
at 30 June 2012. Refer to note 29(b) for additional information.
(ii) OCC
On 19 June 2012, the Group acquired an additional 15.6% interest in OCC for US$22,500,000 (A$22,250,000 at the
exchange rate on the date of the transaction). The acquisition was funded through cash and takes the total interest held
in OCC to 56.7%. As a result of this transaction, OCC is now considered a subsidiary of SEEK and has been consolidated
into the Group from the date of acquisition. Refer to note 29(a) for additional information on this transaction.
Assets
$000
Liabilities
$000
Revenues
$000
Profit
$000
30 June 2012
IDP
50.0%
67,120
16,106
102,317
8,161
Zhaopin
56.1%
64,032
38,335
66,036
16,490
4,654
Brasil Online(2)
JobStreet
22.0%
18,726
3,899
10,531
2,773
821
OCC(3)
Total
149,878
58,340
178,884
32,899
60,266
11,682
94,898
7,742
30 June 2011
IDP
50.0%
Zhaopin
56.1%
37,666
29,550
54,594
8,702
Brasil Online
30.0%
38,477
19,162
36,645
4,144
JobStreet
22.0%
15,256
2,943
9,411
2,679
OCC
41.1%
4,918
2,940
6,079
749
156,583
66,277
201,627
24,731
JobsDB
715
(1)
Total
1. Represents profit as an associate from 23 December 2010 until 5 May 2011 when JobsDB became a subsidiary. Refer to note 29(b) for details.
2. Represents profit as an associate from 1 July 2011 until 31 May 2012 when Brasil Online became a subsidiary. Refer to note 29(a) for details.
3. Represents profit as an associate from 1 July 2011 until 19 June 2012 when OCC became a subsidiary. Refer to note 29(a) for details.
86
2012
$000
2011
$000
2,454
2,500
(2,028)
(46)
426
2,454
1,565
2,512
Liabilities
625
57
Revenues
1,087
(2,028)
(46)
Swinburne Online has no contingent liabilities or capital commitments at 30 June 2012 (30 June 2011: nil).
Consolidated
2012
$000
2011
$000
630
37
17,342
630
17,379
87
The Groups capital risk management policy is discussed in note 2. The maximum exposure to credit risk at the
end of the reporting period is the carrying amount of each class of derivative financial assets mentioned above.
Consolidated
Notes
2012
$000
2011
$000
50,863
33,218
(31,662)
(18,929)
Opening at 1 July
Cost
Accumulated depreciation
Net book amount at 1 July
19,201
14,289
19,201
14,289
8,767
9,929
Additions
(174)
Disposals
Acquisition of subsidiaries
29
5,753
4, 7
(8,805)
(6,203)
24,744
19,201
65,211
50,863
(40,467)
(31,662)
24,744
19,201
Exchange differences
Depreciation expense
Carrying amount at 30 June
1,167
19
Closing at 30 June
Cost
Accumulated depreciation
88
Consolidated
Notes
Goodwill
$000
Brands and
licences
$000
Course
development
and
accreditation
$000
Customer
relationships
$000
Computer
software
and website
development
$000
Work in
progress
$000
Total
$000
93,052
20,889
5,119
3,860
14,866
229
138,015
(787)
(1,536)
(6,718)
(9,041)
93,052
20,889
4,332
2,324
8,148
229
128,974
93,052
20,889
4,332
2,324
8,148
229
128,974
At 1 July 2010
Cost
Accumulated amortisation
Net book amount
Year ended 30 June 2011
Restated*
(17)
422
230
15
650
Additions
2,194
1,005
2,340
5,539
Transfers
686
(686)
275,303
39,724
19,330
459
334,816
(1,163)
(1,949)
(3,280)
(6,392)
368,338
61,035
5,363
19,935
7,033
1,883
463,587
368,338
61,035
7,313
23,420
17,031
1,883
479,020
Acquisition of subsidiaries
29(b)
Amortisation charge(1)
Closing net book amount
At 30 June 2011 Restated*
Cost
Accumulated amortisation
(1,950)
(3,485)
(9,998)
(15,433)
368,338
61,035
5,363
19,935
7,033
1,883
463,587
368,338
61,035
5,363
19,935
7,033
1,883
463,587
(8,992)
(2,921)
646
(196)
(11,463)
Additions
1,658
1,466
5,089
8,213
Transfers
2,834
(2,834)
457,714
89,264
9,863
3,069
559,910
(1,571)
(6,144)
(3,930)
(11,645)
(22,500)
(1,615)
(24,115)
794,560
145,763
5,450
24,300
10,276
4,138
984,487
794,560
145,763
8,971
33,929
24,204
4,138 1,011,565
(3,521)
(9,629)
(13,928)
(27,078)
794,560
145,763
5,450
24,300
10,276
4,138
984,487
Acquisition of subsidiaries
(2)
29(a)
Amortisation charge(1)
Impairment charge
Closing net book amount
14(b)
At 30 June 2012
Cost
Accumulated amortisation
Net book amount
* Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
1. Amortisation charges have been included within operations and administration expenses in the Consolidated Income Statement.
2. Includes identifiable intangible assets acquired through the purchase of Brasil Online and OCC.
Intangible assets are amortised over their estimated useful life (as listed below) on a straight-line basis:
Goodwill, brands and licences indefinite life and not amortised;
89
Business segment
Goodwill
$000
CGU
2011
Intangible
assets with
indefinite
useful lives
$000
Goodwill
Restated*
$000
Intangible
assets with
indefinite
useful lives
Restated*
$000
Employment
4,779
4,709
Education
DWT
2,140
2,140
3,666
3,666
59,789
19,274
82,289
20,889
288,596
42,059
275,534
40,146
Education
SEEK Learning
Education
Think
International
JobsDB
International
Brasil Online
311,401
65,629
International
OCC
124,189
18,801
794,560
145,763
368,338
61,035
Total
*
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
For Think, JobsDB and Brasil Online, the goodwill balance has been assessed across the group of CGUs that
comprise these businesses, as the goodwill balance contributes to the generation of cash flows across the whole
of these businesses. All other goodwill balances have been allocated to a single CGU (or business). This approach
and the impact on impairment are discussed in more detail below.
(b) Impairment testing and key assumptions
The Group tests whether goodwill and other intangible assets have suffered any impairment in accordance with
the accounting policy stated in note 1(h). The recoverable amount of assets and CGUs have been determined based
on the higher of value-in-use and fair value less costs to sell. These calculations require the use of key assumptions
including student numbers, course price and the cost base of the business in the Education segment, and advertising
volumes and price in the Employment business, as well as discount rates applied in determining value in use.
The table below shows the pre-tax discount rates for each CGU where value in use has been used:
90
2011
%
Employment
17.9
14.0
Education
DWT
14.6
14.0
Education
SEEK Learning
14.6
14.0
(ii) Think
During the year, SEEK has undertaken a detailed review of the business operations and strategy of Think. This review
has indicated that its carrying value is higher than its fair value less costs to sell. The Think CGU is a reportable
segment and is a group of CGUs. The fair value assessment was determined by applying valuation methodologies
including discounted cash flow analysis and comparison with recent transactions in the industry (including the
negotiations with a strategic investor for a potential minority shareholding, as disclosed in note 31). The key
assumptions within the discounted cash flow analysis include five years of forecast cash flows, 0% real growth
beyond five years and a pre-tax discount rate of 15.6%. Accordingly, an impairment charge of $24,115,000 has been
recorded in the Consolidated Income Statement. The charge has been allocated between brands and licences
($1,615,000) and goodwill ($22,500,000).
(iii) JobsDB
JobsDB is a leading provider of online employment websites and operates across seven countries throughout
South East Asia. Each key region has been determined as a CGU. As discussed above in (a), for the purpose
of impairment testing, goodwill is tested across this group of CGUs.
The goodwill balance for JobsDB is a significant component of the Consolidated Balance Sheet and is attributable
to JobsDBs strong position across key markets throughout South East Asia and the high growth potential in these
emerging markets.
JobsDB was consolidated into the SEEK Group when control was gained on 5 May 2011. The carrying value of the
JobsDB assets and liabilities has been determined based on a purchase price allocation exercise performed by
an external consultant in the 12 months post acquisition (note 29(b)). The independent purchase price allocation
exercise was performed based on best estimates of the JobsDB businesss five year cash flow forecasts and
applicable discount rates.
At 30 June 2012, given the proximity between the acquisition date and completion of the purchase price allocation
exercise, the recoverable amount of the asset is based on fair value less costs to sell. In the next financial year,
recoverable amount will be assessed based on future cash flow forecasts derived from budgeted results and
long-term profit forecasts for the business.
(iv) International business Brasil Online and OCC (acquired during the year)
Brasil Online operates the two leading employment websites in Brazil: Catho Online and Manager Online and
considers them as two CGUs. As discussed above in (a), for the purpose of impairment testing, goodwill is tested
across this group of CGUs.
OCC is the leading employment website in Mexico, and has been determined as a CGU in its entirety.
Brasil Online and OCC were consolidated into the SEEK Group when control was gained on 31 May 2012 and
19 June 2012 respectively. At 30 June 2012 the recoverable amount of both entities assets is based on fair value
less costs to sell, determined with reference to the recent purchase price of the acquired interests. There are
no indicators to suggest that the fair value of Brasil Online or OCC has significantly changed since acquisition.
2012
$000
2011
Restated*
$000
53,839
40,427
3,189
3,271
57,028
43,698
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
91
Consolidated
Consolidated
2012
$000
2011
$000
320,487
278,704
(2,054)
318,433
(3,423)
275,281
92
Consolidated
2012
$000
2011
$000
81,216
74,630
71,760
1,271
1,198
299
82,487
147,887
JobsDB acquisition
During the financial year ended 30 June 2011, SEEK Asia acquired a controlling interest in JobsDB. Refer to note 29(b)
for further details of this transaction and ownership interests. These financial liabilities relate to this transaction and
are discussed opposite.
18. Provisions
(a) Current provisions
Consolidated
2012
$000
2011
$000
2,016
1,340
833
583
2,849
1,923
1. Includes long service leave, all of which is expected to be used in the next 12 months.
Consolidated
2012
$000
2011
$000
Lease incentives
Carrying amount at start of year
583
351
429
382
447
89
(626)
(239)
833
583
2012
$000
2011
$000
1,748
1,793
Lease incentives
2,660
1,365
Make-good provisions
2,572
1,623
Other provisions
18(c)
24,332
31,312
4,781
93
Notes
Consolidated
2012
$000
2011
$000
Lease incentives
Carrying amount at start of year
1,365
144
1,742
1,339
(447)
(89)
(29)
2,660
1,365
1,623
1,536
Make-good provisions
Carrying amount at start of year
Additional provision recognised in the year
Carrying amount at end of year
949
87
2,572
1,623
26,197
Other provisions
Carrying amount at start of year
Assumed in a business combination
Additional provision recognised in the year
29(a)
86
Exchange differences
(1,951)
24,332
3,962
Tax (ii)
6,219
Other provision
2,825
11,326
Total
24,332
94
As noted above, there are a number of outstanding legal, tax and social security cases and details of the significant
and material cases for which a provision has been made have been provided below. The remaining cases are
considered to be immaterial individually and in aggregate.
(i) Legal case provision and contingencies
Two of Brasil Onlines competitors, Curriculum Technologia Ltda and Gelre Informatica S/C Ltda initiated lawsuits
against Catho Online (a subsidiary of Brasil Online) in May 2002 and March 2003. In both cases, judgements were
rendered by the same judge against Catho Online which was ordered to pay damages, interest and costs. Brasil Online
has subsequently filed a motion to appeal the decision and request that the judge clarify the legal grounds for the
calculation of the amount of the indemnification and classification of Catho Onlines conduct as unlawful. Advice from
local external legal counsel is that there are valid grounds for appeal in relation to the calculation of the damages
awarded against Catho Online, and Catho Online has based its provision on the basis of the external legal advice.
(ii) Tax case provision and contingencies
Catho Online is also subject to a number of tax infraction notices from the tax authority in Brasil. These tax
infractions are either open, subject to legal proceedings, or under appeal after legal proceedings. Based on advice
from local legal counsel, Catho has estimated the most likely amounts payable including penalties and interest
and have recognised this amount as a provision.
2011
Shares
2012
$'000
2011
$'000
337,101,307
336,584,488
186,525
183,950
Number
of shares
Average
issue price
Ordinary shares
Issued and fully paid
Details
1 July 2010
Balance
336,584,488
183,950
$000
30 June 2011
Balance
336,584,488
183,950
5 July 2011
471,011
5.29
2,491
5 July 2011
10,208
18 August 2011
Exercise of options
13,500
2.34
32
25 November 2011
Exercise of options
22,100
2.34
52
Movement
30 June 2012
Balance
516,819
2,575
337,101,307
186,525
95
29(a)
(333)
(197)
4,263
(165)
(165)
8,594
Sharebased
payments
reserve
$000
(23,121)
10,392
165
33,137
(15,214)
(7,696)
(33,513)
Foreign
currency
transaction
reserve
$000
* Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
1. During the year the SEEK Learning business in the UK was closed.
186,525
8(c)
21
2,575
19
8(c)
11(c)
29(a)
183,950
$000
11(c)
Notes
Contributed
equity
2012
20. Equity
96
(1,314)
(7,308)
3,166
(10,561)
223
(136)
5,994
Hedging
reserve
cash flow
hedge
reserve
$000
672
672
672
(52,283)
(52,283)
Hedging
reserve
net
investment Redemption
reserve
hedge
$000
$000
Reserves
(63,884)
(333)
(197)
4,263
3,591
3,001
165
22,576
223
536
(15,214)
(7,696)
(71,208)
Total
reserves
$000
276,867
333
(363)
(53,257)
131,680
131,680
198,474
$000
Retained
profits
371,625
253,470
(4,628)
(760)
(6,538)
5,778
123,543
$000
Noncontrolling
interests
771,133
253,470
(560)
4,263
(57,885)
2,575
134,511
3,001
165
22,576
223
536
(15,214)
(14,234)
137,458
434,759
$000
Total
equity
97
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
183,950
20(c)
8,594
(49)
(38)
1,504
(316)
(316)
7,493
Sharebased
payments
reserve
$000
29(b)
8(c)
21
8(c)
11(c)
183,950
$000
11(c)
Notes
2011 Restated*
Contributed
equity
(33,513)
(40,533)
(35,801)
(4,732)
7,020
Foreign
currency
transaction
reserve
$000
5,994
(2,161)
806
(262)
(2,705)
8,155
(52,283)
(1,654)
(50,629)
Hedging
reserve
cash flow Redemption
hedge
reserve
$000
$000
Reserves
(71,208)
(1,654)
(50,629)
(49)
(38)
1,504
(43,010)
490
(262)
(2,705)
(35,801)
(4,732)
22,668
Total
reserves
$000
198,474
49
(163)
(45,439)
97,688
97,688
146,339
$000
Retained
profits
123,543
(1,345)
87,969
(22,788)
1,279
64,624
(6,196)
(3,078)
(2,144)
(974)
$000
Noncontrolling
interests
434,759
(2,999)
87,969
(73,417)
1,279
64,624
(201)
1,504
(45,439)
48,482
490
(262)
(2,705)
(38,879)
(6,876)
96,714
352,957
$000
Total
equity
21. Dividends
Dividend
Payment
date
Amount
per share
Franked
amount
per share
Total
dividend
$000
15 October 2010
6.7 cents
6.7 cents
$22,550
19 April 2011
6.8 cents
6.8 cents
$22,889
Year 2011
2010 final dividend
2011 interim dividend
$45,439
Year 2012
98
12 October 2011
7.5 cents
7.5 cents
18 April 2012
8.3 cents
8.3 cents
$25,277
$27,980
$53,257
Dividends paid or declared by the Company after year end (to be paid out of retained profits at 30 June 2012):
2012 final dividend
16 October 2012
9.0 cents
9.0 cents
$30,339
The franked portion of final dividends for the financial year paid after 30 June 2012 will be franked out of franking
credits arising from the balance of the franking account as at the year end and the payment of income tax subsequent
to the year ending 30 June 2012. The dividend payment on 16 October 2012 will reduce the franking credits available
by $13,002,000 for the consolidated Group. At 30 June 2012 all Australian controlled entities are included in the
consolidated income tax group and therefore their franking credits are fully available for distribution to shareholders
of the Group.
Franking credits available for subsequent financial years based on a tax rate of 30%
2012
$000
2011
$000
97,735
72,158
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted
for franking credits that will arise from the payment of the current tax liability.
A R Bassat
C B Carter
Non-executive director
N G Chatfield
Non-executive director
D I Bradley
Non-executive director
J A Armstrong
SEEK Limited
J S Powell
SEEK Limited
J S Lenga
SEEK Limited
P D Everingham
M F Callaghan
SEEK Limited
H J Souness
Marketing Director
SEEK Limited
M J Ilczynski
SEEK Limited
D J Gibbons
SEEK Limited
(1)
Consolidated
and parent entity
2012
$
2011
$
6,482,366
5,832,451
273,955
296,669
2,387,543
520,974
(41,329)
725,144
188,320
223,178
(674,426)
9,290,855
6,923,990
Cash LTI
1. Andrew Bassat has a fixed remuneration arrangement whereby he was issued 1,156,069 options over two years. The fair value expense has been
disclosed separately in the table above and for 2011 has been re-allocated from share-based employee benefits for comparative purposes.
The credit in the current year is due to the revaluation of the options after approval at the AGM in November 2011.
Position
99
Name
2012
Exercised
during
the year
Forfeited
during
the year
Other
changes
during
the year
Balance
at the
end of
the year
Vested and
exercisable
at the end
of the year
Unvested
options at
the end of
the year
3,652,357
1,608,258
2,044,099
Executive directors
2,688,292
A R Bassat
964,065
174,259
176,000
(11,583)
(11,583)
327,093
77,563
249,530
J S Powell
323,610
269,970
(21,928)
(21,928)
549,724
150,316
399,408
J S Lenga
237,042
654,878
(14,178)
(14,177)
863,565
94,937
768,628
24,386
232,520
(12,193)
(12,193)
232,520
232,520
143,411
(8,422)
(10,527)
266,854
63,443
203,411
(9,023)
(9,022)
P D Everingham
M F Callaghan
142,392
H J Souness
131,463
94,797
208,215
60,418
147,797
M J Ilczynski
212,375
212,375
212,375
D Gibbons
113,821
113,821
113,821
Exercised
during
the year
Forfeited
during
the year
Other
changes
during
the year
Balance
at the
end of
the year
Vested and
exercisable
at the end
of the year
Unvested
options at
the end of
the year
2011
Executive directors
P M Bassat(1)
1,291,606
502,000
(1,322,595)
471,011
471,011
A R Bassat
1,291,606
1,658,069
(261,383)
2,688,292
471,011
2,217,281
100
100,729
73,530
174,259
174,259
C M T Eaton(2)
85,424
63,180
3,346
151,950
151,950
J S Powell
194,172
129,438
323,610
323,610
J S Lenga
123,292
113,750
237,042
237,042
P D Everingham
34,386
(10,000)
24,386
24,386
M F Callaghan(3)
60,000
(7,083)
89,475
142,392
142,392
H J Souness(3)
53,000
78,463
131,463
131,463
M J Ilczynski
(3)
1. Paul Bassat resigned from SEEK effective 1 July 2011 and exercised his remaining 471,011 of options on that date.
2. Carey Eaton resigned from SEEK effective 1 July 2011 and exercised 10,208 options on that date. His remaining options of 141,742 lapsed on his resignation.
3. Granted and exercised options and Performance Rights are included from 22 July 2010. The balance of options and Performance Rights is included
within 'other changes during the year'.
2012
Balance at
the start of
the year
Received
during the
year on
exercise
of options
Purchase
of shares
4,238,648
Sale of
shares
Other
changes
during
the year (1)
Balance at the
end of
the year
4,238,648
Non-executive directors
R C G Watson
C B Carter
94,458
94,458
N G Chatfield
32,656
401
33,057
1,000
3,000
4,000
13,500,113
13,500,113
D I Bradley
Executive directors
A R Bassat
11,583
(49,484)
54,375
J S Powell
6,336
21,928
(6,336)
21,928
J S Lenga
249,926
14,178
(49,997)
214,107
P D Everingham
147,448
12,193
(60,000)
99,641
33,494
8,422
11,675
53,591
H J Souness
11,233
9,023
(5,500)
14,756
M J Ilczynski
14,777
14,777
Balance at
the start of
the year
Received
during the
year on
exercise
of options
Sale of
shares
Other
changes
during
the year (1)
Balance at the
end of the year
J A Armstrong
M F Callaghan
D J Gibbons
2011
Purchase
of shares
Non-executive directors
4,238,648
4,238,648
C B Carter
R C G Watson
94,458
94,458
N G Chatfield
32,656
32,656
1,000
1,000
D I Bradley
Executive directors
P M Bassat(1)
12,712,613
12,712,613
A R Bassat
13,500,113
13,500,113
92,276
92,276
20,347
20,347
J S Powell
17,383
(13,000)
1,953
6,336
J S Lenga
299,926
(50,000)
249,926
P D Everingham
137,448
10,000
147,448
M F Callaghan(3)
7,083
26,411
33,494
H J Souness
(11,000)
22,233
11,233
2,000
12,777
14,777
(3)
M J Ilczynski
(3)
101
J A Armstrong
C M T Eaton(2)
2011
$
1,003,000
861,671
674,404
1,345,462
1,677,404
2,207,133
53,900
553,676
586,962
55,195
Taxation services
Tax consulting international
Tax consulting domestic
Tax compliance
Total remuneration for taxation services
43,138
71,935
683,999
680,806
Other services
Education awards project
30,132
49,900
Other services
16,058
96,090
2,361,403
2,984,029
291,362
10,342
291,362
10,342
20,106
8,981
20,106
8,981
311,468
19,323
110,059
Other
146,131
256,190
175,126
175,126
54,075
Taxation services
102
Taxation services
Other services
Executive share options valuation
Total remuneration for other services
Total remuneration of Non PricewaterhouseCoopers Australia
54,075
485,391
It is the Groups policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit
duties where PricewaterhouseCoopers expertise and experience with the Group are important. These assignments
are principally tax advice and due diligence reporting on acquisitions, or where PricewaterhouseCoopers is
awarded assignments on a competitive basis. It is the Groups policy to seek competitive tenders for all major
consulting projects.
2011
$000
8,255
6,548
Later than one year but not later than five years
3,795
268
12,050
6,816
Lease commitments
Operating leases
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:
Consolidated
2012
$000
2011
$000
13,865
12,295
Later than one year but not later than five years
32,765
25,328
6,254
2,772
52,884
40,395
103
The Group leases various offices under non-cancellable operating leases expiring within one to six years. The leases
have varying terms, escalation clauses and renewal rights. On renewal, the terms of the lease are negotiated.
Expiry
date
(years)
2012
Grant date
Exercise
price
Opening
balance
Granted
during
the year
Exercised
during
the year
$2.34
35,600
(35,600)
35,600
(35,600)
(471,011)
Closing
balance
Options
vested and
exercisable
at the end
of the year
Forfeited
during
Other
the year changes
Total
Executive Director Options
1 July 2008
$5.29
942,022
471,011
471,011
30 November 2009
$4.10
559,212
559,212
559,212
21 November 2011(1)
$6.80
1,156,069
1,156,069
578,035
21 November 2011
$5.36
(1)
Total
964,065
2,657,303
964,065
(471,011)
964,065
3,150,357
1,608,258
(117,568)
(121,531)
(78,655)
702,385
702,385
(120,274)
239,099
30 June 2009
$4.10
781,040
1 July 2010
$7.39
1,442,029
1 September 2011
$5.36
1,998,178
1,321,755
1,998,178
Total
2,462,168
1,998,178
(117,568)
(320,460)
4,022,318
702,385
5,155,071
2,962,243
(624,179)
(320,460)
7,172,675
2,310,643
$5.64
$5.36
$0.00
$5.74
Total Plans
Weighted average exercise price
104
$4.13
$3.78
Number of options
2011
Grant date
Expiry
date
(years)
Exercise
price
Opening
balance
Granted
during
the year
Exercised
during
the year
Forfeited
during
the year
Other
changes
Closing
balance
Options
vested and
exercisable
at the end
of the year
$2.48
10,000
(10,000)
2 November 2005
$2.78
7,083
(7,083)
11 November 2005
$2.78
18,000
(18,000)
11 November 2005
$2.34
45,600
(10,000)
35,600
35,600
80,683
(45,083)
35,600
35,600
$5.29
1,464,788
(522,766)
942,022
942,022
Total
Executive Director Options
1 July 2008
30 November 2009
$4.10
1,118,424
(559,212)
559,212
21 November 2011
$6.80
1,156,069
1,156,069
2,583,212
1,156,069
(1,081,978)
2,657,303
942,022
248,902
(13,149)
3,346
239,099
Total
Performance Rights and Options Plan
1 July 2008
30 June 2009
$4.10
847,350
(66,310)
781,040
1 July 2010
$7.39
2,053,751
(611,722)
1,442,029
(691,181)
3,346
2,462,168
(45,083) (1,773,159)
3,346
5,155,071
977,622
$0.00
$5.64
Total
1,096,252
2,053,751
Total Plans
3,760,147
3,209,820
$4.26
$7.18
$2.62
$5.56
The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2012
was $6.19 (2011: $7.08).
The weighted average remaining contractual life of share options outstanding at the end of the year was 1.50 years
(2011: 2.72 years).
Fair value of Options and Performance Rights
The fair value of Options and Performance Rights at grant date is independently determined in accordance with
AASB2: Share-based payments, using a Black-Scholes or similar option pricing model that takes into account
the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted
for any expected changes to future volatility due to publicly available information.
105
Refer to pages 28 and 29 of the Remuneration Report contained within the Directors Report, for details on the fair
value of Options and Performance Rights issued during the financial year.
2011
$
633,750
12,855,134
10,060,342
195,000
195,000
2012
$
2011
$
208,000
201,000
At 30 June 2012 A R Bassat individually holds an investment in Career FAQ with a value of $349,558.
During the year, SEEK Learning paid an amount of $208,000 to Career FAQ in a lead generation deal on an arms
length basis. A balance of $20,000 has been accrued and is outstanding at 30 June 2012.
106
Some of the Groups independent non-executive directors are also non-executive directors for other companies.
SEEK Limited, from time to time, may provide or receive services from these companies on an arm's-length basis.
SEEK Limited
30 June 2006
30 June 2006
30 June 2006
30 June 2006
30 June 2007
30 June 2007
30 June 2007
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
30 June 2010
The companies that are party to this deed guarantee the debts of the others and represent the Closed Group from
the date of entering into the agreement.
107
These wholly-owned entities have been relieved from the requirement to prepare a financial report and directors
report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission.
2012
$000
2011
$000
372,944
320,878
9,256
Income Statement
Revenue from continuing operations
Other income
Operating expenses
Direct cost of services
(34,075)
(29,981)
(96,408)
(90,562)
Business development
(22,156)
(20,379)
(89,782)
(55,665)
Finance costs
(22,844)
(16,105)
(265,265)
(212,692)
25,409
23,967
142,344
132,153
(39,426)
(35,428)
102,918
96,725
4,030
(19,936)
537
(2,705)
223
(262)
3,001
490
7,791
(22,413)
110,709
74,312
Balance 1 July
193,016
141,844
102,918
96,725
333
49
(363)
(163)
Dividends paid
(53,257)
(45,439)
Balance 30 June
242,647
193,016
108
2011
$000
30,427
60,463
47,463
36,094
Current assets
630
31
78,520
96,588
436,431
297,132
196,063
214,268
Financial assets
Total current assets
Non-current assets
17,979
18,048
101,951
124,077
14,080
11,102
523
767,027
664,627
Total assets
845,547
761,215
30,450
31,808
Unearned income
29,584
25,579
299
14,721
2,827
Current liabilities
Financial liabilities
Current tax liabilities
2,486
1,923
41,160
77,241
103,596
318,433
275,281
5,471
7,324
Provisions
6,979
4,781
330,883
287,386
Total liabilities
408,124
390,982
Net assets
437,423
370,233
186,525
183,950
8,251
(6,733)
Retained profits
242,647
193,016
Total equity
437,423
370,233
Provisions
Loans with controlled entities
Total current liabilities
Non-current liabilities
Borrowings
Reserves
109
Contributed equity
Equity
20(a)
Brasil Online
$000
OCC
$000
Total
$000
80,563
22,250
102,813
115,090
58,602
173,692
195,653
80,852
276,505
187,980
65,490
253,470
383,633
146,342
529,975
Brasil Online
$000
OCC
$000
Total
$000
18,293
8,175
26,468
16,666
1,293
17,959
13
4,036
1,717
5,753
14
70,901
18,363
89,264
Customer relationships
14
1,763
8,100
9,863
14
2,980
89
3,069
8(d)
110
Unearned income
Current tax liabilities
8,739
1,921
10,660
(9,861)
(1,114)
(10,975)
(12,822)
(5,508)
(18,330)
(1,883)
(552)
(2,435)
Non-current provisions
18
(26,197)
(26,197)
8(e)
(25,401)
(7,437)
(32,838)
47,214
25,047
72,261
14
336,419
121,295
457,714
383,633
146,342
529,975
The goodwill is attributable to Brasil Online and OCCs strong positions in their respective markets and the high
growth potential of those markets. Goodwill is not expected to be deductible for tax purposes.
Initial accounting
Given that the acquisition occurred close to year end, both the net asset value and allocation of the purchase price
to acquired assets are still preliminary. In particular, the contingent liabilities and fair values assigned to intangible
assets are still being assessed and may be subject to change. The acquisition accounting will be finalised within
12 months of the acquisition date.
Acquired receivables
Brasil Online: The fair value of trade and other receivables is $16,666,000 and includes trade receivables with
a fair value of $13,623,000. The gross contractual amount of trade receivables due is $14,016,000, of which
$366,000 is expected to be uncollectible.
OCC: The fair value of trade and other receivables is $1,293,000 and includes trade receivables with a fair value
of $995,000. The gross contractual amount of trade receivables due is $1,048,000, of which $53,000 is expected
to be uncollectible.
Acquired contingent liabilities
Within non-current provisions acquired of $26,197,000, as required by AASB3: Business Combinations, the Group
has recognised an amount of $12,236,000 being the fair value of acquired contingent liabilities. Refer to Note 18(c)
for further details.
Business combinations acquired in stages
In accordance with the accounting policy set out in Note 1(g) for a business combination achieved in stages, the Group
has remeasured its previously held equity interests in Brasil Online and OCC at their acquisition-date fair value
immediately prior to the business combinations. The Group has also recycled amounts held in reserves in relation
to these associates, including foreign currency translation losses and cash flow hedge gains and losses. The
resulting net gain before tax of $28,224,000 (after tax $25,055,000) has been recognised in Other income in the
Consolidated Income Statement (refer to note 6).
Gain on step acquisition (AUD)
Notes
Brasil Online
$000
OCC
$000
Total
$000
115,090
58,602
173,692
11(c)
(86,617)
(36,275)
(122,892)
20(a)
(25,887)
(7,250)
(33,137)
20(a)
12,876
(2,315)
10,561
15,462
12,762
28,224
8(c)
(3,863)
694
(3,169)
11,599
13,456
25,055
Non-controlling interests
In accordance with the accounting policy set out in Note 1(g), the Group elected to recognise the non-controlling
interests in Brasil Online and OCC at fair value rather than at the proportionate share of the net identifiable assets.
The fair value of the non-controlling interest in Brasil Online and OCC has been determined with reference to the
purchase price of the acquired interest, as this represented a transaction between a willing buyer and two independent
willing sellers.
The current ownership structures of Brasil Online and OCC are as follows:
Brasil
Online
OCC
SEEK Limited
51.0%
56.7%
49.0%
34.7%
8.6%
49.0%
43.3%
Non-controlling interests
Tiger Global
OCC management
Total non-controlling interests
111
Investor
Ownership in
112
The fair value of the assets and liabilities arising from the acquisition are as follows:
Notes
Cash and cash equivalents
Final
Fair Value
$000
Preliminary
Fair Value
$000
19,118
19,118
7,372
7,449
1,167
1,167
Intangible assets
Brands and licences
14
39,724
40,133
Customer relationships
14
19,330
19,471
14
8(e)
20(a)
14
459
459
(9,451)
(9,359)
(11,338)
(11,338)
(2,305)
(2,320)
(11,163)
(11,845)
(1,279)
(600)
51,634
52,335
275,303
274,756
326,937
327,091
Cash consideration
As previously disclosed, the acquisition cash flows for the year ended 30 June 2011 were:
Outflow of cash investing activities of $186,134,000
Inflow of cash financing activities of $68,648,000.
Details of settled assets and liabilities and associated cash flows during the year 30 June 2012 are as follows:
(i) Payment due to vendor on acquisition
The consideration of the third stage of the investment in JobsDB was HK$600,000,000 ($ 71,760,000 at 30 June 2011
exchange rates). An amount of $70,260,000 (including foreign exchange translation differences) was settled on
7 July 2011 and the balance of $767,000 including the working capital adjustment was settled on 23 February 2012.
(ii) Amounts due from co-investors
The amount receivable from co-investors at 30 June 2011 of $17,342,000 represented the outstanding cash
consideration payable by the co-investors for the third stage of SEEK Asias investment in JobsDB. During July 2011,
an amount of $16,980,000 (including foreign exchange translation differences) was received from co-investors in
settlement of this balance.
(iii) Acquisition related costs
Acquisition related costs of $6,203,000 were incurred in the previous year.
Brasil Online
$000
OCC
$000
JobsDB
$000
Total
$000
Cash consideration
80,563
22,250
71,027
173,840
(18,293)
(8,175)
62,270
14,075
71,027
(26,468)
147,372
113
Name of entity
SEEK Campus Pty Ltd
SEEK NZ Limited
(1)
(5)
(1)
Country of
incorporation
Class of shares
Australia
Ordinary
100
100
New Zealand
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
United Kingdom
Ordinary
n/a
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Netherlands
n/a
100
100
Netherlands
n/a
51
30
USA
Ordinary
100
100
Brazil
Ordinary
100
100
Brazil
Ordinary
100
100
Brazil
Ordinary
100
100
Brazil
Ordinary
100
100
56.7
Mexico
Ordinary
Mexico
Ordinary
100
100
Mexico
Ordinary
100
100
41.1
USA
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
Ordinary
100
100
Australia
n/a
n/a
n/a
Equity
holding
2011
%
114
Equity
holding
2012
%
Name of entity
Country of incorporation
Class of shares
Equity
holding
2012
%
Australia
Ordinary
100
Equity
holding
2011
%
100
Cayman Islands
Ordinary
69
69
Ordinary
80
60
Hong Kong
Ordinary
100
100
Singapore
Ordinary
100
100
Taiwan
Ordinary
100
100
Australia
Ordinary
100
100
India
Ordinary
100(6)
Thailand
Ordinary
69.5
69.5(3)(6)
Malaysia
Ordinary
49(3)
49(3)
Indonesia
Ordinary
90
90
Indonesia
Ordinary
49
Philippines
Ordinary
100
Hong Kong
Ordinary
100
Thailand
Ordinary
Ordinary
100
100
SeekAsia Ltd
(1)
Jobs DB Inc(1)(4)
Jobs DB Hong Kong Limited
Jobs DB Singapore Pte Limited
Jobs DB Taiwan Limited
49(3)
(3)
100
100
69.5
69.5(3)(6)
(3)(6)
Hong Kong
Ordinary
100
100
Ordinary
100
100
Ordinary
100
100
Ordinary
75.6
75.6
Ordinary
75.6
75.6
Ordinary
n/a
100
Ordinary
n/a
100
Thailand
Ordinary
40(3)
40(3)
Philippines
Ordinary
25
25(3)
Job88.com Limited
()
100
(3)(6)
(7)
(7)
(3)
Ordinary
100
100
Australia
n/a
n/a
n/a
Australia
n/a
n/a
n/a
1. All subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 98/1418 issued by the Australian
Securities and Investments Commission apart from SEEK NZ Limited, SEEK Learning UK Limited, SEEK Asia Ltd, JobsDB Inc and SEEK International
Investments II Coperatie UA.
2. The Trusts are included within the consolidated group as the Group has the power to govern the financial and operating policies of these entities.
3. At 30 June 2011 the Group has fully consolidated these entities because JobsDB Inc has the ability to control their financial and operating policies despite
not holding a majority of equity as required by local regulations.
4. At 30 June 2011 the equity holding in JobsDB was 60%, however SEEK Asia was contractually committed to purchase an additional 20% interest in JobsDB
on 7 July 2011, bringing the total holding to 80% at that date.
5. Entity liquidated during the year.
6 Equity holding represents direct and indirect interest.
7. Deregistered during the year.
115
32. Reconciliation of profit for the year to net cash inflow from operating activities
Consolidated
Notes
Profit for the year
2012
$000
2011
$000
137,458
96,714
20,450
12,595
Non-cash items
Depreciation and amortisation
Amortisation of share-based payments and other long-term incentive schemes
4,130
999
108
(428)
16
Aggregated tax amounts arising in the reporting period recognised directly in equity
Share of profits of equity accounted investments
Impairment loss
11(b)
614
1,369
2,518
168
452
(30,871)
14
24,115
29
(28,224)
(24,685)
29(a)
6
811
3,169
(1,130)
29
188
6,203
116
(2,792)
(1,549)
(2,648)
(976)
(2,924)
2,355
9,468
4,984
1,255
11,571
547
1,260
1,067
(3,938)
3,065
2,030
868
(912)
141,268
108,186
39.1
29.0
Diluted EPS
38.9
28.9
Weighted average number of shares used as the denominator in calculating basic EPS
Weighted average number of Options and Performance Rights
Weighted average number of shares used as the denominator in calculating diluted EPS
Consolidated
2012
number
2011
number
337,090,873
336,584,488
1,065,927
974,089
338,156,800
337,558,577
Consolidated
2012
$000
2011
$000
131,680
97,688
131,680
97,688
Basic EPS
Earnings used in calculating basic EPS
Diluted EPS
Earnings used in calculating diluted EPS
(63.29)
(8.56)
Refer to note 29(b) for details of restatement on the completion of acquisition accounting for JobsDB.
A large proportion of the Groups assets are intangible in nature, consisting of goodwill and identifiable intangible
assets relating to businesses acquired. These assets are excluded from the calculation of net tangible assets per
security, which results in the negative outcome.
Net assets per share at 30 June 2012 was $2.29 (30 June 2011: $1.29).
117
Refer to note 16 for further information on the Groups borrowings and debt facilities.
2011
$000
48,466
79,528
713,533
651,885
45,843
37,773
Balance sheet
Current assets
Total assets
Current liabilities
Total liabilities
365,409
315,189
Net assets
348,124
336,696
186,525
183,950
Equity
Issued capital
Reserves
Hedging reserve cash flow hedge reserve
Foreign currency translation reserve
Share-based payments reserve
Retained earnings
(429)
8,050
(92)
(166)
12,157
8,594
149,963
136,268
348,124
336,696
67,979
78,295
71,516
78,394
118
Directors Declaration
In the directors opinion:
(a) the financial statements and notes set out on pages 47 to 118 are in accordance with the Corporations Act 2001,
including:
(i) c omplying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of their
performance for the financial year ended on that date; 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) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed
group identified in note 28 will be able to meet any obligations or liabilities to which they are, or may become,
subject by virtue of the deed of cross guarantee described in note 28.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required
by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Bob Watson
Chairman
119
Melbourne
22 August 2012
120
121
Shareholder Information
The shareholder information set out below was applicable as at 4 October 2012.
A. Distribution of shareholders
Analysis of numbers of ordinary shareholders by size of holding:
Range
Total holders
Shares
% of Issued Capital
11,000
4,695
2,450,631
0.73
1,0015,000
5,868
14,579,720
4.33
5,00110,000
1,222
8,858,776
2.63
680
15,488,105
4.59
10,001100,000
100,001+
Total
100
295,724,075
87.72
12,565
337,101,307
100.00
There were 357 holders of less than a marketable parcel of ordinary shares.
Number held
% of Issued Capital
86,965,434
25.80
63,102,328
18.72
35,243,941
10.45
19,515,000
5.79
11,250,113
3.34
9,752,837
2.89
9,370,082
2.78
5,536,235
1.64
5,181,525
1.54
4,838,207
1.44
4,238,648
1.26
2,890,038
0.86
2,638,113
0.78
2,250,000
0.67
1,858,948
0.55
1,469,197
0.44
1,280,000
0.38
1,230,784
0.37
1,145,820
0.34
1,140,504
0.34
270,897,754
80.36
66,203,553
19.64
337,101,307
100.00
122
Total
Number of holders
(1)
32
Number held(1)
% of Issued Capital
44,137,072
13.09
39,897,648
11.84
16,865,855
5.00
9,272,968
C. Substantial holders
Substantial holders in the company are set out below:
1. Number of shares held by substantial shareholders is based on the most recent notifications lodged by substantial shareholders with the ASX.
D. Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
123
Options
No voting rights.
2009
$000
2010
$000
2011
$000
2012
$000
188,815
170,464
172,685
224,037
247,769
21,350
30,051
43,628
44,466
49,478
Education Think
9,929
69,558
69,078
86,913
International
8,727
62,099
Operating Results
Sales revenue
Employment
Education Learning
(4,005)
(2,099)
(5,139)
(3,254)
210,165
208,345
280,732
343,054
442,254
Segment EBITDA(2)
109,809
97,767
117,365
135,636
193,625
52.2%
46.9%
41.8%
39.5%
43.8%
(3)
2,718
(1,436)
11,427
24,685
30,871
76,280
55,301
89,521
96,714
137,458
974
76,280
55,301
89,521
97,688
(5,778)
131,680
9,075
13,835
9,795
7,742
8,161
Zhaopin
(6,231)
(17,254)
(3,764)
8,702
16,490
(126)
(39)
2,022
4,374
4,144
4,654
JobStreet
1,022
2,679
2,773
821
Think
OCC
749
JobsDB
715
Swinburne Online
(46)
2,718
(1,436)
11,427
24,685
(2,028)
30,871
Balance Sheet
60,504
70,164
76,472
160,484
161,823
Non-current assets
149,267
390,471
437,174
810,115
1,229,909
Total assets
209,771
460,635
513,646
970,599
1,391,732
Current assets
Current liabilities
36,523
50,775
50,426
237,244
223,420
Non-current liabilities
30,771
121,220
110,263
298,596
397,179
Total liabilities
67,294
171,995
160,689
535,840
620,599
Net assets
142,477
288,640
352,957
434,760
771,133
Equity
142,477
288,640
352,957
434,759
771,133
17.4%
28.0%
22.1%
38.8%
29.2%
Gearing (debt/debt+equity)
124
8.7
4.5
5.2
6.8
8.3
Dividends final
9.9
4.7
6.7
7.5
9.0
Dividends total
18.6
9.2
11.9
14.3
17.3
26.6
18.8
26.6
29.0
39.1
26.3
18.7
26.5
28.9
38.9
1. Sales revenue is revenue excluding interest, dividend, other revenue and other income from fair value gains on acquisitions.
2. Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation and excluding share of net (losses)/profits of associates accounted for
using the equity method, fair value gain/loss on acquisition, dividend income and amortisation of share-based payments and long-term incentives.
3. Share of net (losses)/profits of associates accounted for using the equity method.
Corporate Directory
Directors
Robert (Bob) C G Watson
Chairman
Andrew R Bassat
Managing Director and
Chief Executive Officer
Colin B Carter
Neil G Chatfield
Denise I Bradley
Secretary
Moana Weir
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