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MACQUARIE BANK 2009 ANNUAL REPORT MACQUARIE BANK LIMITED ACN 008 583 542 Macquarie Bank Limited is a 2009 Annual General Meeting Cover image: Constellation Energy subsidiary of Macquarie Group Macquarie Bank’s 2009 Annual Constellation Energy is one of the largest marketers of Limited and is regulated by the General Meeting will be held on natural gas in North America, providing physical natural Australian Prudential Regulation Wednesday, 29 July 2009 in the gas to distribution companies, power generators, retail Authority (APRA) as an Authorised Macquarie Auditorium, Level 3, aggregators and large end-users in the United States Deposit-taking Institution (ADI). No.1 Martin Place, Sydney NSW and Canada. Macquarie Group Limited is after the Macquarie Group Limited The acquisition and integration of the Constellation regulated by APRA as a non- Annual General Meeting but not downstream gas trading portfolio makes Macquarie operating holding company earlier than 2:00 pm. Group’s North American gas trading business, of an ADI. Details of the business of the Macquarie Cook Energy, a leading participant in this meeting will be contained in key wholesale gas market. the separate Notice of Annual Cover photograph Dan Tobin Smith/Gallery Stock General Meeting to be sent to securityholders. Macquarie Bank Limited and its subsidiaries Macquarie Bank Limited 2009 Annual Report Contents Directors’ Report 2 Directors’ Report Schedules 50 Financial Report 54 Directors’ declaration 154 Independent audit report 155 Investor information 157 Glossary 160 Macquarie Bank Limited 2009 Annual Report 1 Macquarie Bank Limited and its subsidiaries Directors’ Report for the financial year ended 31 March 2009 In accordance with a resolution of the Voting Directors Mr A.E. Moss was a Director from the beginning of the (the Directors) of Macquarie Bank Limited (MBL financial year until his retirement on 24 May 2008. Macquarie Bank), the Directors submit herewith the The Directors listed above each held office as a income statements and the cash flow statements for Director of Macquarie Bank throughout the financial the year ended 31 March 2009 and the balance sheets year ended 31 March 2009. Those Directors listed as as at 31 March 2009 of the Company and its Independent Directors have been independent subsidiaries at the end of, and during, the financial year throughout the period of their appointment. ended on that date and report as follows: Details of the qualifications, experience and special Directors responsibilities of the Directors and qualifications and At the date of this report, the Directors of Macquarie experience of the Company Secretaries at the date of Bank are: this report are set out in Schedule 1 at the end of this Non-Executive Director report. D.S. Clarke, AO, Chairman(1) Executive Directors W.R. Sheppard, Managing Director and Chief Executive Officer N.W. Moore(2) L.G. Cox, AO Independent Directors P.M. Kirby C.B. Livingstone, AO H.K. McCann, AM(3) J.R. Niland, AC H.M. Nugent, AO P.H. Warne (1) Due to illness, Mr Clarke sought and was granted leave of absence from 27 November 2008. (2) Mr Moore joined the Board on 24 May 2008. (3) Mr McCann was appointed Acting Chairman on 27 November 2008 and has served in this capacity since this time. 2 Macquarie Bank Limited 2009 Annual Report Directors’ meetings The number of meetings of the Board of Directors (the Board) and meetings of Committees of the Board, and the number of meetings attended by each of the Directors of Macquarie Bank during the financial year is summarised in the tables below: Board meetings Monthly Board meetings Special Board meetings (12) (3) Eligible to Eligible to attend Attended attend Attended D.S. Clarke(1) 12 7 3 1 W.R. Sheppard 12 11 3 3 N.W. Moore(2) 11 11 2 2 L.G. Cox 12 12 3 2 P.M. Kirby 12 11 3 3 C.B. Livingstone 12 11 3 3 H.K. McCann 12 11 3 3 J.R. Niland 12 12 3 2 H.M. Nugent 12 11 3 3 P.H Warne 12 12 3 3 A.E. Moss(3) 1 1 1 1 (1) Mr Clarke was granted leave of absence from 27 November 2008 due to illness. (2) Mr Moore joined the Board as a Director on 24 May 2008. (3) Mr Moss retired as a Director on 24 May 2008. Board committee meetings Board Audit and Compliance Committee meetings (8)(1) Eligible to attend Attended D.S. Clarke - - W.R. Sheppard - - N.W. Moore - - L.G. Cox - - P.M. Kirby 8 8 C.B. Livingstone 8 8 H.K. McCann 8 7 J.R. Niland - - H.M. Nugent - - P.H Warne 8 8 (1) These are meetings held by the Macquarie Group Limited (Macquarie) Board Audit and Compliance Committee (BACC). The Macquarie BACC assists the Boards of Voting Directors of Macquarie and Macquarie Bank in fulfilling the responsibility for oversight of the quality and integrity of the accounting, financial reporting and compliance practices of Macquarie Group. 3 Macquarie Bank Limited and its subsidiaries Directors’ Report for the financial year ended 31 March 2009 continued Principal activities The principal activity of the Bank during the financial year ended 31 March 2009 was to act as a full service financial services provider offering a range of commercial banking and retail financial services in Australia and selected financial services offshore. The Bank is a subsidiary of Macquarie Group Limited and is regulated by the Australian Prudential Regulation Authority (APRA) as an authorised deposit-taking institution (ADI). In the opinion of the Directors, there were no significant changes to the principal activities of the Company and its subsidiaries during the financial year under review not otherwise disclosed in this report. Result The financial report for the financial years ended 31 March 2009 and 31 March 2008, and the results herein, have been prepared in accordance with Australian Accounting Standards. The consolidated profit from ordinary activities after income tax attributable to ordinary equity holders for the financial year ended 31 March 2009 was $576 million (2008: $666 million after adjusting for discontinued operations). Dividends and distributions MBL paid dividends and paid or provided distributions during the financial year as set out in the table below Payment Payment In respect of financial year Security date type $ ended/period Ordinary shares 4 July 2008 Final 700,000,000 31 March 2008 Paid Macquarie Income 15 April 2008 Periodic 8,825,753 15 January 2008 to Paid Securities(1) 14 April 2008 15 July 2008 Periodic 9,563,728 15 April 2008 to Paid 14 July 2008 15 October 2008 Periodic 9,608,327 15 July 2008 to Paid 14 October 2008 15 January 2009 Periodic 7,833,864 15 October 2008 to Paid 14 January 2009 15 April 2009 Periodic 4,680,767 15 January 2009 to Provided 31 March 2009 Macquarie Income 15 April 2008 Periodic 22,938,084 15 October 2007 to Paid Preferred Securities(2) 14 April 2008 15 October 2008 Periodic 27,775,868 15 April 2008 to Paid 14 October 2008 15 April 2009 Periodic 20,579,791 15 October 2008 to Provided 31 March 2009 (1) Macquarie Income Securities (MIS) are stapled securities comprising an interest in a note, being an unsecured debt obligation of Macquarie Finance Limited (MFL), issued to a trustee on behalf of the holders of the MIS (MFL note) and a preference share in Macquarie Bank. The MIS are quoted on Australian Securities Exchange (ASX). The MIS distributions set out above represent payments made, or to be made, by MFL to MIS holders, in respect of the MFL note component of the MIS. The payments are not dividends or distributions paid or provided by Macquarie Bank to its members. The MIS are classified as equity under Australian Accounting Standards – see notes 34 and 35 to the financial report for further information on the MIS and MIS distributions. (2) Macquarie Income Preferred Securities (MIPS) are limited partnership interests in Macquarie Capital Funding LP (Partnership), a partnership established in Jersey as a limited partnership, that are traded on the Luxembourg Stock Exchange. In certain circumstances, preference shares issued by Macquarie Bank and held by the general partner of the Partnership may be substituted for the MIPS. The assets of the Partnership include convertible debentures issued by Macquarie Bank (acting through its London Branch) which are listed on the Channel Islands Stock Exchange. The MIPS distributions set out above represent payments made, or to be made, by the Partnership to the MIPS holders. The payments are not dividends or distributions paid or provided by MBL to its members. The MIPS are classified as equity under Australian Accounting Standards – see notes 34 and 35 to the financial report for further information on the MIPS and MIPS distributions. No other dividends or distributions were declared or paid during the financial year. 4 Macquarie Bank Limited 2009 Annual Report State of affairs Return on equity for the year to 31 March 2009 was Extremely challenging market conditions were 11.3 per cent. experienced during the year. On 12 October 2008, the Additional information relating to each of MBL’s Australian Government announced guarantee operating segments is set out in the Financial Report on arrangements for deposits in eligible authorised deposit- page 77-80. taking institutions (ADIs) for a period of three years from 12 October 2008. The deposit guarantee applies to Financial Position deposits held in eligible ADIs by all types of legal entities, Macquarie Bank’s liquidity risk management framework regardless of where the depositor resides. For deposits operated effectively throughout the year ensuring of or under $1 million, the deposit guarantee is free.