8 minute read
Board of Directors
GOOD HEALTH CHANGES EVERYTHING 2022
Directors’ Report
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
DIRECTORS’ SHAREHOLDINGS
The following table sets out each Director’s relevant interest in all financial instruments issued by Blackmores as at 30 June 2022.
DIRECTORS David Ansell (retired 30 June 2022) Christine Holman (resigned 28 July 2021) Erica Mann Stephen Roche Wendy Stops Alastair Symington Anne Templeman-Jones Sharon Warburton
Total
FULLY PAID ORDINARY SHARES 2,000 2,913 1,488 2,500 18,536 902 897
29,236
Selected Senior Executives are invited annually by the Board to participate in the Executive Share Plan (ESP). Under this plan, eligible Senior Executives are granted rights to acquire shares in Blackmores. Refer to the Remuneration Report on page 90 for more details. The following table sets out all rights granted to Directors and Senior Executives during the year ended 30 June 2022.
Executive Director
Alastair Symington
Senior Executive
Gunther Burghardt Patrick Gibson
Total
7,421 9,538
39,897
1. Includes rights granted under the 2022 financial year (FY22) Long-Term Incentive Plan (LTI) and Short-Term Incentive Plan (STI). Provided specific performance objectives and hurdles are met rights vest over the three-year period commencing 1 July 2021 to the year ending 30 June 2024.
SHARE OPTIONS
During and since the end of the financial year, no share options were in existence and no new share options were granted to Directors or Senior Executives of Blackmores.
Information about remuneration of Directors and Key Management Personnel is set out in the Remuneration Report of this Directors’ Report, on pages 72 to 91.
COMMITTEE MEMBERSHIPS
As at the date of this report, the Company had an Audit Committee, a Nominations Committee, People and Remuneration Committee and a Risk and Technology Committee. Members of the Board acting on the Committees during the year were:
Audit
Sharon Warburton, Chair Stephen Roche1 Anne Templeman-Jones Christine Holman3 Wendy Stops4
Nominations
Anne Templeman-Jones, Chair Wendy Stops Sharon Warburton Stephen Roche1 Christine Holman3 David Ansell4
People and Remuneration
Stephen Roche, Chair1 David Ansell Anne Templeman-Jones Wendy Stops Christine Holman3 Sharon Warburton4
Risk and Technology
Wendy Stops, Chair Erica Mann1 Anne Templeman-Jones Sharon Warburton David Ansell2 Christine Holman3
1. From 12 April 2022. 2. To 27 May 2022. 3. Christine Holman resigned as a Non-Executive Director effective 28 July 2021. 4. To 12 April 2022.
Details of current Board Committee memberships are set out on pages 36 and 37.
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
COMPANY SECRETARIES
Helen Mediati, B.Ed. (Primary) (Hons), LLB, FGIA Ms Mediati joined Blackmores as Group General Counsel effective 11 April 2022 and was appointed as the Company Secretary effective 11 August 2022. William Hundy, LLB, B. Comm, B.Sc., FAICD, FGIA, Diploma of Corporate Management Mr. Hundy joined Blackmores as Company Secretary on 4 April 2022. Mr. Hundy resigned as Company Secretary effective 11 August 2022. Richard Conway, LLB (Hons) and BA, Certificate in Governance Practice. Mr Conway joined Blackmores in July 2021 as its Group General Counsel and Company Secretary. Mr Conway resigned as Company Secretary on 7 April 2022. Cecile Cooper, BBus, Dip Inv Rel (AIRA), CPA, GAICD. Ms Cooper joined Blackmores in 1991. Ms Cooper resigned as Company Secretary 26 July 2021.
PRINCIPAL ACTIVITIES
The principal activity of the Blackmores Group in the course of the financial year was the development, sales and marketing of natural health products for humans and animals including vitamins, and herbal and mineral nutritional supplements. The Blackmores Group has operations in Australia, New Zealand South East Asia, China and India.
The Financial Report for the years ended 30 June 2022 and 30 June 2021 and the results herein have been prepared in accordance with Australian Accounting Standards. The statutory net profit after tax (NPAT) (in thousands) of the Blackmores Group for the financial year was $38,555 (2021: $33,514). A review of the operations of the Blackmores Group during the financial year and the results of those operations is set out in the Operating and Financial Review on pages 40 to 45 inclusive.
The amounts paid or declared by way of dividend since the start of the financial year are: • A final dividend of 32 cents per share in respect of the year ended 30 June 2022. • An interim dividend of 63 cents per share fully franked in respect of the year ended 30 June 2022 was paid on 12 April 2022. • On 18 August 2022, Directors declared a final dividend for the ended 30 June 2022 of 32 cents per share fully franked, payable on 19 September 2022 to shareholders registered on 1 September 2022. This will bring total ordinary dividends to 95 cents per share fully franked (2021: 71 cents per share) for the full year. GROUP STRATEGY
An updated strategy was approved during the 2022 financial year. The three-year FY24 growth strategy is to deliver sustainable, profitable growth. The strategy is set out in the Annual Report on pages 20 to 25. Further information on likely developments in the operations of the Group and the expected results of operations have been referred to in the Annual Report on pages 20 to 25.
CHANGES IN STATE OF AFFAIRS
During the financial year, there was no significant change in the state of affairs of the Blackmores Group other than that referred to in the Consolidated Financial Statements or notes thereto and elsewhere in the Annual Report of the Blackmores Group for the year ended 30 June 2022.
EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
Final dividend
A final dividend was declared as described in note 4.5.2. There have not been any other matters or circumstances, other than that referred to in the Consolidated Financial Statements or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of Blackmores Limited, the results of those operations, or the state of affairs of the Blackmores Group in future financial years.
CORPORATE GOVERNANCE AND RISK
In recognising the need for the highest standards of corporate behaviour and accountability, the Board of Blackmores endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. Blackmores’ Corporate Governance Statement is available on its website at blackmores.com.au (go to ‘Investor Centre’, then click ‘Governance & Board of Directors’). The material risks that could affect Blackmores’ future financial performance and their potential impacts are set out in the Operating and Financial Review on page 40 to 45.
INDEMNIFICATION OF OFFICERS AND AUDITORS
During the financial year, Blackmores paid a premium in respect of a contract insuring the Directors, the Company Secretary and all Executive Officers of the Blackmores Group against any liability incurred in their role as Director, Company Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Blackmores has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify an Officer or auditor of the Blackmores Group against a liability incurred as such an Officer or auditor.
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
DIRECTORS’ MEETINGS
The number of Directors’ meetings held (including meetings of Committees of Directors) during the financial year is as follows:
Board meetings
Audit Committee meetings People and Nominations Remuneration Risk and Technology
DIRECTORS H A H A H A H A H A
David Ansell Christine Holman 18 18 - - 1 1 9 9 5 5 1 1 - - - - 1 1 - -
Erica Mann 10 10 - - - - - - 1 1
Stephen Roche
10 10 1 1 - - 1 1 - Wendy Stops 18 18 4 4 1 1 8 8 6 6 Alastair Symington 18 17 - - - - - - - Anne Templeman-Jones 18 18 5 5 1 1 9 9 6 6 Sharon Warburton 18 18 5 5 1 1 7 7 6 6
H: Number of scheduled meetings held during the time that the Director held office or was a member of the committee during the year. A: Number of meetings attended.
All Non-Executive Directors who are not members of the standing Board Committees are invited to, and generally attend, the standing Board Committee meetings. The independent Non-Executive Directors met separately during the financial year.
STATEMENT OF NON-AUDIT SERVICES
The Directors are satisfied that the provision of non-audit services during the year by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 7.2 to the Consolidated Financial Statements.
Directors have accepted a statement from the auditor that it is satisfied that the provision of these services did not breach the independence standards included in the Corporations Act 2001. Based on this statement from the auditor and having regard to the nature and fees involved in the provision of these non-audit services, the Directors are satisfied that the provision of non-audit services during the year by the auditor (or other person or firm on the auditor’s behalf) did not compromise the audit independence requirements of the Corporations Act 2001.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the Auditor’s Independence Declaration is set out on page 92 of this Annual Report.
ROUNDING OFF AMOUNTS
In accordance with the Australian Securities and Investments Commission (ASIC) Corporations Instrument 2016/191, the amounts in the Directors’ Report and the Financial Report are rounded off to (and expressed in) the nearest thousand dollars, unless otherwise indicated. Amounts in the Remuneration Report are actual dollars.
