CORPORATION
Annual Report 2019 - 2020 Financial Year
Index
Corporate Directory 2
ADFC 3
Chairman & Executive Director’s Report 4
ADFC Board 6
ADFC Management & Advisory Committee 7
Key Metrics 8
Directors’ Report 9
Auditor’s Independence Declaration 12
Corporate Governance 13
Statement of Profit or Loss and Other 14 Comprehensive Income
Statement of Financial Position 15
Statement of Changes in Equity 16
Statement of Cash Flows 17
Notes to the Financial Statements 18
Directors’ Declaration 30
Independent Auditor’s Report 31
CORPORATION AUSTRALIAN DAIRY FARMERS CORPORATION LIMITED ACN 610 590 200 Suite 222A, 757 Bourke Street, Docklands, Victoria, 3008 T: +61 3 9909 2208 | E: [email protected] | W: adfc.org.au Corporate Directory Registered office Principal place of Business Suite 222A Suite 222A 757 Bourke Street 757 Bourke Street Docklands Victoria 3008 Docklands Victoria 3008 T: +61 3 9909 2208 T: +61 3 9909 2208 W: adfc.org.au W: adfc.org.au
Executive Director & Chairman Bank Scott Sieben National Australia Banking Group
Directors Auditor Rod Slattery Grant Thornton Audit Pty Ltd Darin Blain Peter Mulheron Gerard Droppert
Company Secretary Solicitor (shared role) HWL Ebsworth Lawyers Ron Page Paul Casey
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 2 Australian Dairy Farmers Corporation Australian Dairy Farmers Corporation (ADFC) is an independent dairy co-operative run by Australian dairy farmers. Our farmers, based in north, south west and east Victoria, for FY21, currently supply around 250 million litres of quality milk to ADFC’s key customers. These companies use our milk to make premium dairy products that are sold in Australia and overseas. ADFC was established in 2012 with a firm vision: to look after dairy farmers and make sure they receive a fair price for their milk. We work with our farmers to give them every opportunity to be profitable so they can grow their businesses with confidence. The co-operative is guided by four values: Collaboration – we must not compete with our partners, but work together to maximise the efficiency for all Co-operation – our farmers are all members and shareholders and are prepared to share the risk and success of what we do Choice - our milk pricing system enables our farmers to choose what is best for them Cost-effective – a low-cost model underpins everything we do
Quality Award Winners at ADFC AGM 2019
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 3 Chairman & Executive Director’s Report
A year to remember in which a record milk price was achieved for ADFC farms supplying milk in 2019/20. This was a year of growth, and upon reflection, ADFC strategically positioned itself as a collective to supply approximately 350 million litres of milk from 160 farms in FY20 (146 Farm Supplier Shareholders). That volume supplied five key customers to achieve the strong closing milk price of July-December $7.35 kg/MS and January-June of $7.75 kg/MS. This year we introduced our new pricing model for all suppliers, a six on six pricing structure, the first to do so again, and based on feedback, has been favourably accepted by our shareholders. Our unique payment structure allows our farmers to achieve a cash flow that supports their ability to be profitable and sustains their farming practices they choose to use. ADFC entered the Gippsland region and successfully secured milk supply by collecting approximately 66 million litres of milk and appointed a new farmer director to the ADFC board. The successful nominee from three applicants was Gerald Droppert. The board are looking forward to Gerald bringing to the table his knowledge and commitment to serve the next 3 years as a director of ADFC. Our largest region, Western Victoria, grew its milk supply to around 178 million litres, showing strong growth. ADFC also held an election in this region for 1 board position which received 2 nominees, one of which was a renomination with Darin Blain retaining his seat on the ADFC Board. Northern Victoria showed continued steady growth with additional suppliers and increased supply to approximately 108 million litres of milk from the region. ADFC sent milk to 7 manufacturing or transfer sites for the financial year on behalf of its customers.As a result of a successful year comes challenges for a business like ADFC to remain relevant where we need to continue to adapt to ongoing and dynamic change yet ensure our focus singularly remains on returning a competitive farm gate milk price.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 4 With the introduction of the mandatory dairy code and the broader industry wary of a business like ADFC growing stronger, created challenging times leading up to the new season. Now more than ever the ADFC Board and Management team continue to work through new opportunities that protects ADFC’s success by remaining consistently true to its core values. The dairy industry was forced to change with the introduction of the Dairy Code and now, all the more so, ADFC’s model of providing farmers with co-operative values that demonstrates continuously the advantages of supplying an open and transparent company to generate the best farm gate price possible. As always, I would like to immensely thank our farmers who have supplied milk to ADFC to date and commit to continue to supply and support a company that, in my opinion, is key to a transparent successful dairy industry. ADFC would not be the business it has become without our farmers supplying us exceptional quality milk for the business to then supply our customers. To our management team comprising Paul Casey and Ron Page, a small but very professional and experienced team, your commitment to ADFC is unrivalled. To the ADFC Board of Directors, Peter Mulheron my Vice Chair, Darin Blain, Gerald Droppert and our Non-Supplier Director Rod Slattery, thank you for your commitment to ADFC and providing guidance and direction where it counts. In support of the Board I would like to acknowledge the value the ADFC Advisory Committee brings to Board deliberations and decisions, thank you. And finally, but not least, to my wife Jade and family, thank you. I could not commit to ADFC without the extra help, support and understanding I receive from each of you. As we move into the new season and adapt to the new code, ADFC remain faithful to developing and growing our business. We certainly look forward to hopefully getting together in the near future and sharing the possibilities that may be ahead of ADFC in these unprecedented times. Take care.
Yours Sincerely,
Scott Sieben Chairman & Executive Director
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 5 The Board
Chairman and Executive Director – Scott Sieben Scott has been on the ADFC Board since its inception in 2012 and accepted the Chairman’s position in February 2013 and the Executive Director role in 2017. Scott is a member of the Australian Institute of Company Directors and is studying for his Diploma of Business Management. Scott and his wife, Jade, have a dairy farm at Torrumbarry in Northern Victoria where they milk 230 cows on 180 hectares.
Director – Darin Blain Darin was elected to the ADFC Board in November 2016. Darin has more than 26 years of experience as a dairy farmer and he and his wife, Sally, currently milk around 270 cows on 220 hectares in Timboon in Victoria’s south west. He also has extensive experience working in the broader dairy industry and has provided insight and advice to businesses and farmers about budgets, commodity markets and forecasts
Director and Vice Chairman – Peter Mulheron Peter joined the ADFC Board in April 2017. He has been a dairy farmer for over 40 years and took over the family farm 23 years ago – a farm that had been in the family for over 100 years. Peter and his wife, Trish, and their 23-year-old son James, milk around 220 cows at Swan Marsh in south west Victoria. Peter is committed to ADFC’s vision and is keen to help grow and develop the business.
Director – Gerald Droppert Gerald was elected to the ADFC Board in October 2019. Starting and operating a laser grading business, Gerald, along with his wife Jenny, then proceeded to start milking 140 cows on a 428acre farm in Tinamba in Gippsland in 1996. Over the years this farm has been expanded and renovated and they currently milk 550 cows on 780 acres. Gerald has a great understanding and empathy of the challenges dairy farmers face in the industry, having experienced a number over the years.
Independent Director – Rod Slattery Rod joined the ADFC Board in June 2017 as a Non-Supplier Director. Rod is a Chartered Accountant and has over 30 years of experience working in a professional environment, with PPB Advisory (17 years) and PwC (18 years). He has provided strategic advice to all levels of agribusiness, in consultation with financiers and advisors to achieve the best outcomes for all stakeholders. Rod is based in regional Victoria (small farm on the Bellarine Peninsula) and is sensitive to the economic and personal impact unique to dairy families and local communities.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 6 Management Team
Executive Director – Scott Sieben Scott Sieben has been on the ADFC Board since its inception in 2012, accepting the Chairman’s position in 2013 and the Executive Director role in 2017. Scott is a member of the Australian Institute of Company Directors and is studying for his Diploma of Business Management.
Operations Manager & Company Secretary – Ron Page Ron Page has been with ADFC from the outset and has helped create the unique company that it is today. Ron holds a diploma from the Australian Institute of Company Directors and has served on numerous state government and non-government boards. Ron’s commitment to primary industry is supported by a Master of Sustainable Agriculture and a Bachelor of Applied Science (Agriculture). He has worked with dairy farmers throughout Australia for the last two decades and is well placed to provide good governance within ADFC.
Finance Manager & Company Secretary – Paul Casey Joining ADFC in June 2018, Paul is a member of CPA Australia and a Fellow of the Chartered Institute of Certified Accountants. For the past 26 years Paul has worked in senior finance positions for large multinationals, SMEs and Federal Government entities in London, Melbourne and Abu Dhabi. This experience includes a variety of industries including the construction, manufacturing, advertising, Not for Profit and Government sectors.
Board Advisory Commitee The ADFC Board Advisory Committee members are ADFC shareholders from south west, east and northern Victoria. The committee is a great resource for the ADFC Board. The members provide valuable feedback and offer advice regarding board-level decisions. During the 2019-20 financial year, the following people generously offered their time to serve on the committee: Andrea Thompson, Alana Brennan, Craig Bennett, Rod Sheen, Phil Vines, Gary Wright, Peter Brereton & Douglas Hanks.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 7 Key Metrics
Milk Volumes Produced
WESTERN REGION: EASTERN REGION: NORTHERN REGION: 178.2 million litres of milk 65.9m million litres of milk 108.0 million litres of milk (99.0 million in FY19) (Nil in FY19) (82.6 million in FY19)
Total Volume: 352.1 million litres of milk (181.6 million in FY19)
Total Milk Solids: 26.5 million KGs (13.4 million in FY19)
Number of Farm Supplier Shareholders at 30th June 2020
WESTERN REGION: EASTERN REGION: NORTHERN REGION: 66 19 61 (42 at 30th June 2019) (Nil at 30th June 2019) (42 at 30th June 2019)
Farm Supplier Shareholders: Number of Staff: Number of Directors: 146 3 5 (84 at 30th June 2019) (3 in FY19) (4 in FY19)
Staff & Director Related Costs Total Non-Production Overhead $/KG MS: $0.033 Costs $/KG MS: $0.058 ($0.044 in FY19) ($0.072 in FY19)
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 8 Directors’Directors’ Report ReportD irectors’ Report The Directors of Australian Dairy Farmers Corporation Ltd (ADFC) present their report together with the financial statements of the The Directors of Australian Dairy Farmers Corporation Ltd (ADFC) present their report together with the financial statements of the Consolidated Entity, being Australian Dairy Farmers Corporation Ltd (the Company) and its’ controlled entity (the Group) for the Consolidated Entity, being Australian Dairy Farmers Corporation Ltd (the Company) and its’ controlled entity (the Group) for the year ended 30 June 2020 and the independent Audit Report thereon. year ended 30 June 2020 and the independent Audit Report thereon. DIRECTORS DIRECTORS The following persons were directors during the financial year and up to the date of this report: The following persons were directors during the financial year and up to the date of this report: • Scott Sieben - Chairman • Scott Sieben - Chairman • Darin Blain • Darin Blain • Peter Mulheron – Vice Chairman • Peter Mulheron – Vice Chairman • Rod Slattery • Rod Slattery • Gerald Droppert (appointed 31 October 2020) • Gerald Droppert (appointed 31 October 2020)
See pages 6 6 for & 7 the for biographiesthe biographies of ofthe the current current board board membersmembers. See pages 6 & 7 for the biographies of the current board members.
PRINCIPAL ACTIVITIES PRINCIPAL ACTIVITIES
ADFC is an unlisted public company that is owned and run by Australian dairy farmers. There have been no significant changes in ADFC is an unlisted public company that is owned and run by Australian dairy farmers. There have been no significant changes in the nature of these activities during the year. the nature of these activities during the year.
REVIEWREVIEW OF OF OPERAT OPERATIONSIONS
ProfitProfit from from continuing continuing operations operations before before income income tax tax was was $886 $886,666,666 (201 (2019: 9$:730 $730,328,328) and) and after after income income tax taxwas was $620,444 $620,444 (201 (2019: 9: $511$511,0,58058). ).
RevenueRevenue for for the the year year has has increase increased byd by 127 127% %from from $9 $19,2271,227,033,033 to to$206 $206,822,822,302,302 which which was was driven driven by oneby one main main factor factor, additional, additional farmfarm suppliers suppliers joining joining the the company company due due to tothe the high high guaranteed guaranteed minimum minimum milk milk price price we we were were able able to offerto offer all ourall our farm farm suppliers suppliers. .
SIGNIFICANTSIGNIFICANT CHANGES CHANGES IN IN STATE STATE OF OF AFFAIRS AFFAIRS
ThereThere are are no no matters matters or or circumstances circumstances that that have have arisen arisen during during the the year year that that led l edto ato significant a significant change change in the in thestate state of affairs. of affairs.
DIVIDENDSDIVIDENDS
ThereThere were were no no dividends dividends paid paid or or declared declared for for the the year year ended ended 30 30 June June 20 20 20(2019: (2019: nil) nil). .
SUBSEQUENTSUBSEQUENT EVENTS EVENTS
TheThe company company was was involved involved in inan an expert expert determination determination dispute dispute resolution resolution process process with with Bulla Bulla Dairy Dairy Foods Foods regarding regarding a claim a claim for afor milk a milk priceprice step step-up-up for for milk milk supplied supplied to toBulla Bulla Dairy Dairy Foods Foods during during the the 2017/18 2017/18 financial financial year. year. On On the the 28 th28 Julyth July 2020, 2020, the theexpert expert determined determined thatthat Bulla Bulla Dairy Dairy Foods Foods was was not not required required to topay pay a milka milk price price step step-up- upbased based on onthe the claim claim made made by byADFC. ADFC. ADFC ADFC is disappointed is disappointed with with thethe decision decision and and reserves reserves its its rights rights to tofurther further pursue pursue a milka milk price price step step-up- upfrom from Bulla Bulla Dairy Dairy Fo ods.Foods. All Alllegal legal fees fees incurred incurred to date to date have have beenbeen expensed expensed. .
FUTUREFUTURE DEVELOPMENTS DEVELOPMENTS
TheThe Company Company expects expects to to continue continue operating operating as as an an ongoing ongoing entity entity and and it is it expectedis expected that that new new supply supply arrangements arrangements will willbe enterebe entered d intointo with with existing existing and and additional additional new new customers. customers.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 9 Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 9 Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 9 Directors’ ReportDirectors’ Report COVID-19
In March 2020, the World Health Organisation declared the outbreak of a novel Coronavirus (COVID-19) as a pandemic. The spread of COVID-19 has caused significant volatility in the Australian and international markets. The COVID-19 outbreak in March 2020 has not materially impacted the Company’s trading results this year. The Company does not expect any major repercussions from the COVID-19 pandemic in the coming year as demand for dairy products remains steady in Australia and is not expected to decline.
UNISSUED SHARES OR ISSUED SHARES UNDER OPTION
There were no unissued shares or issued shares under option during or since year end.
ENVIRONMENTAL LEGISLATION
The Company’s operations are not subject to any particular or significant environmental regulation under a law of the Commonwealth or of a State or Territory in Australia.
COMPANY SECRETARIES
Ron Page and Paul Casey remain as the Company Secretaries as at the date of this report.
INDEMNIFICATION AND INSURANCE
During the financial year, the Company paid a premium to insure past and present directors and officers. The insurance contract prohibits further disclosure.
In addition, the Company has indemnified past and present directors and officers of the Company. The indemnity covers legal and other costs incurred in defending certain civil or criminal proceedings that may be brought against the directors or officers while acting in that capacity.
PROCEEDINGS ON BEHALF OF THE ENTITY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
MEETINGS OF DIRECTORS
The number of eligible board meetings held and attended by each Director during the year was:
Board Meetings
A B Scott Sieben 9 9
Darin Blain 9 9 Peter Mulheron 9 9 Gerald Droppert 6 6 Rod Slattery 9 9
Column A – The number of meetings attended.
Column B – Indicates the number of meetings the Directors were eligible to attend.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 10 Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 10
Directors’ ReportDirectors’ Report AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2020 is included on page 12 and forms part of the Directors’ Report.
This report is signed in accordance with a resolution of the Directors.
Scott Sieben Peter Mulheron Chairman Director Melbourne, 27th August 2020
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 11
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 11
Grant Thornton Audit Pty Ltd Level 22 Tower 5 Collins Square 727 Collins Street GPO Box 4736 Melbourne VIC 3008
T +61 3 8320 2222
Auditor’s Independence Declaration To the Directors of Australian Dairy Farmers Corporation Ltd
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Australian Dairy Farmers Corporation Ltd for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd Chartered Accountants
A J Pititto Partner – Audit & Assurance
Melbourne, 27 August 2020
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 www.grantthornton.com.au 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
Australian Dairy Farmers Corporation Ltd Consolidated Annual Report 2019-2020 12 orpor te o er ceCorporate Governance