ASX Limited Annual Report 2011
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ASX Limited ABN 98 008 624 691 and its Controlled Entities www.asxgroup.com.au ASX Limited Annual Report ASX Limited 2011 Annual Report WHO WE ARE ASX Limited is the listed holding company for a number of licensed operating subsidiaries, together forming the ASX Group (ASX or Group), which offer a range of market services linked by a common purpose: to provide core financial markets services and infrastructure to meet the needs of a wide range of financial markets stakeholders, and for a globally competitive and vibrant Australian economy. ASX is a multi-asset class, vertically integrated exchange group, ranked one of the world’s top-10 largest by market capitalisation. Its activities span: • primary and secondary market services, including the raising, allocation and hedging of capital flows, trading and investing, and price and volume discovery (via Australian Securities Exchange); • central counterparty risk transfer (via subsidiaries of ASX Clearing Corporation); and • transaction settlement for both the equities and fixed income markets (via subsidiaries of ASX Settlement Corporation). ASX functions as a market operator, clearing house, payments system facilitator and central securities depository. ASX also oversees compliance with its operating rules, promotes standards of corporate governance among Australia’s listed companies and helps to educate retail investors. The domestic and international customer base of ASX is diverse. It includes issuers (such as corporations and trusts) of a variety of listed securities and financial products, investment and trading banks, fund managers, hedge funds, commodity trading advisers, brokers and proprietary traders, market data vendors and retail investors, as well as other listing and trading venues. Underpinning ASX’s activities as a market operator is the quality of the monitoring and enforcement of compliance with its operating rules performed by its wholly-owned subsidiary, ASX Compliance. By providing its systems, processes and services reliably and fairly, ASX seeks to promote confidence in the markets that depend on its infrastructure. This is integral to ASX’s long- term commercial success. Confidence in the operations of the companies within the Group is reinforced by the whole-of-market regulation undertaken by the Australian Securities and Investments Commission (ASIC) across all listing and trading venues, as well as the oversight by the Reserve Bank of Australia of the Group’s clearing and settlement facilities for financial system stability. ASIC also supervises ASX’s own compliance as a public company with ASX Listing Rules. More information on ASX can be found at: www.asxgroup.com.au ASX Limited 2011 Annual Report 1 CONTENTS Chairman’s Letter . 3 Managing Director and CEO’s Report . 5 Chief Financial Officer’s Report . 8 Key Financial Ratios . 27 Transaction Levels and Statistics . 28 A Course for a New Future . 31 ASX Compliance . 36 Corporate Governance Statement . 38 Corporate Responsibility . 54 Statutory Report Contents . 59 Directors’ Report . 60 Financial Statements . 85 Shareholder Information . 145 Directory . 148 2 ASX Limited 2011 Annual Report ChaIRMAN’S leTTer Dear shareholders, The reports by the Managing Director and CEO (page 5) and the Chief Financial Officer (page 8) When a lot is going on around you it can be detail ASX’s performance over the past year. easy to be swept along by the momentum of others. But that’s the time to shut out I am grateful that you, our more than 44,500 distractions and focus on the things that matter shareholders, have continued to have faith in – like the primacy of stakeholder interests and the value of what ASX does. Thank you for your long-term sustainability. support. This is how the ASX Group (ASX or Group) Naturally, ASX was disappointed the attempted has approached the challenges of the last 12 combination with Singapore Exchange Limited months. was not able to proceed. We believed strongly in the merits of the proposal. But we’ve moved on. While change has been a constant companion, we have been working to ensure that ASX We are proud of ASX’s longstanding ability to adapts proactively, rather than reactively, to progress, develop and realise opportunities. It change. has placed the company in good stead. This is the lesson of our history. With origins ASX has been preparing for the reality of that stretch back 150 years, ASX has domestic competition and a more complex successfully embraced the dynamic development environment for market services for several of financial markets. And on many fronts, years. According to the Australian Securities like electronic trading or demutualisation, and Investments Commission’s (ASIC) timetable, we’ve been at the global forefront of these new entrants could be operating by November developments. this year. We’ll be ready. We have remained resilient not by abandoning ASX has, for example, upgraded to new trading what we do for fashionable innovation but by platforms, reduced headline transaction fees continuing to improve on what we do best. for equity market customers and introduced new functionality that has reduced market The core services ASX provides to meet impact costs, enlarged trading capacity and the fundamental needs of our customers – dramatically quickened execution speed. In facilitating the raising of capital, matching readiness for multiple market operators, ASX buyers and sellers, enabling hedging and has also developed a trade acceptance service risk management, providing custody and that will clear and settle trades executed on safekeeping, and all within a transparent, fully other trading venues in an identical manner to regulated environment – are as important today trades executed on ASX’s own equity market. as they’ve ever been. Other initiatives are featured later in a theme piece beginning on page 31 in this report The financial year ending 30 June 2011 (FY11) entitled: ‘A Course for a New Future’. has been another solid year financially and operationally for the Group because of ASX’s Given our people, our range of services and ability to deliver these core services, with our longstanding commitment to the local improved functionality and greater competency, market, ASX will continue to play an integral without being distracted by the headline-grabbing role in the Australian economy. As was the case events of the past year. throughout FY11, our clearing and settlement ASX Limited 2011 Annual Report 3 CHairman’S letter CONTINUED infrastructure will continue to help lower The Board respects Robert’s belief that a new systemic risk; the ASX Corporate Governance era for ASX should be accompanied by new Council and ASX Compliance will continue to ASX leadership. Accordingly, we have conducted promote standards of corporate governance a comprehensive executive search process among listed companies; and our market for Robert’s successor. The Board is now well development initiatives will continue to provide placed to make a decision about ASX’s next ASX customers with state-of-the-art exchange Managing Director and CEO. I expect that our infrastructure and innovative new products and selection process will draw to a close very services. shortly and that an announcement will be made prior to our AGM on 22 September 2011. We’ll be doing this under new leadership; new leadership that is inheriting a company in great ASX continues to be in outstanding hands. I shape and well prepared for a more complex say that unequivocally because of the strength regulatory and operating environment. of leadership across the whole Group under Robert’s stewardship and with the assistance of At last year’s Annual General Meeting (AGM) I a very able deputy in Peter Hiom. announced that Robert Elstone had decided not to extend his term as Managing Director and ASX personnel nationwide continue to impress CEO for a second time. He has been CEO of ASX me with their resilience and dedication, and I since the merger with SFE Corporation in July formally note the enormous gratitude that the 2006 and had been CEO of SFE for six years Board and I feel for their excellent efforts over before that. By any standards, he has served the past year. stakeholders in both institutions well. While the ASX Board enjoyed continuity in FY11, I am particularly conscious of the contribution the board of our subsidiary, ASX Compliance, Robert has made during my time as ASX which oversees compliance with ASX’s operating Chairman. I became Chairman in September and listing rules, welcomed the appointment 2008 – the same month as the collapse of of Elizabeth Johnstone in May 2011. Elizabeth Lehman Brothers and the onset of the global is a former partner with Blake Dawson and a financial crisis. Financial markets have never director of various organisations, including the been the same since. Over the following three Auditing and Assurance Standards Board and years, ASX had its own fair share of regulatory the Royal Flying Doctor Service of Australia and operational challenges, including the (South Eastern Section). She joins Jillian Segal AM and transfer of supervision to ASIC, a new disclosure Dr Thomas Parry AM on the ASX Compliance regime for short selling and securities lending, board chaired by Alan Cameron AO, a former and a new set of market integrity rules. It has Chairman of ASIC. been an ‘issues rich’ time to serve on the Board. The pace of change within the financial services During this, at times tumultuous, period, I industry shows no sign of slackening. I am relied on Robert’s judgement and experience, confident that with its people, processes and was comforted knowing that the day-to- and culture of innovation ASX’s future will be day management of our company was in very prosperous. capable hands. His manifest financial and operational skills, coupled with his personal David M Gonski AC discipline and ability to conceive and execute Chairman strategy were a boon to me, the Board, ASX staff and, I trust, to you our shareholders.