Annual Report 2015
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ANNUAL REPORT 2015 TREASURY WINE ESTATES ANNUAL REPORT 2015 TREASURY WINE ESTATES (TWE) IS ONE OF THE WORLD’S LARGEST WINE COMPANIES, LISTED ON THE AUSTRALIAN SECURITIES EXCHANGE (ASX). THE COMPANY HAS A RICH HERITAGE AND A PORTFOLIO OF SOME OF THE MOST RECOGNISED AND AWARDED WINE BRANDS IN THE WORLD. TWE IS FOCUSED ON PORTFOLIO PREMIUMISATION AND BRAND-LED MARKETING, WITH WORLD-CLASS PRODUCTION FACILITIES IN INTERNATIONALLY RECOGNISED WINE REGIONS. THE COMPANY SOURCES GRAPES FROM A MIX OF OWNED, LEASED AND THIRD-PARTY VINEYARDS. EMPLOYING APPROXIMATELY 3,000 WINEMAKERS, VITICULTURALISTS, SALES, MARKETING, DISTRIBUTION AND SUPPORT STAFF ACROSS THE GLOBE, TWE’S WINE IS SOLD IN MORE THAN 70 COUNTRIES AROUND THE WORLD. 1 / Our Locations 2 / Chairman and Chief Executive Offi cer’s Reports 6 / Operating and Financial Review 26 / Corporate Responsibility 30 / Diversity and Inclusion 32 / Board of Directors 34 / Corporate Governance 43 / Directors’ Report 46 / Auditor’s Independence Declaration 47 / Remuneration Report – Audited 76 / Consolidated Statement of Profi t or Loss and Other Comprehensive Income 77 / Consolidated Statement of Financial Position 78 / Consolidated Statement of Changes in Equity 79 / Consolidated Statement of Cash Flows 80 / Notes to the Consolidated Financial Statements 119 / Directors’ Declaration 120 / Independent Auditor’s Report 122 / Details of Shareholders, Shareholdings and Top 20 Shareholders 123 / Shareholder Information OUR LOCATIONS TWE AMERICAS TORONTO, ONTARIO TWE EMEA TWICKENHAM, UK TWE EMEA TUSCANY, ITALY TWE AMERICAS TWE ASIA NAPA VALLEY, CALIFORNIA SHANGHAI, CHINA TWE ASIA SINGAPORE TWE ANZ AUCKLAND TWE ANZ MELBOURNE, VICTORIA AUSTRALIA & NEW ZEALAND AMERICAS EUROPE, MIDDLE EAST & AFRICA AUSTRALIA USA UK Corporate head office: Regional head office: Regional head office: Melbourne, Victoria Napa Valley, California Twickenham, Middlesex 6 regional sales offices 3 regional sales offices NORDICS & WESTERN EUROPE 84 vineyards 24 vineyards 3 regional sales offices 9,149 planted hectares 2,484 planted hectares ITALY 9 wineries 7 wineries Country head office: NEW ZEALAND CANADA Gabbiano, Tuscany Country sales head office: Country head office: 145 planted hectares Auckland Toronto, Ontario 1 winery 8 vineyards 4 regional sales offices 339 planted hectares ASIA 2 wineries SOUTH EAST ASIA Regional head office: Singapore 4 regional sales offices GREATER CHINA Regional head office: Shanghai Data current as at 30 June 2015. All currency referred to in this regional sales offices Annual Report is in Australian 4 dollars, unless otherwise stated. TREASURY WINE ESTATES ANNUAL REPORT 2015 / 1 CHAIRMAN’S REPORT “ I AM CONFIDENT THAT TWE IS SET FOR STRONG, SUSTAINABLE SUCCESS IN FY16. THE CORE BUSINESS HAS BEEN RESET IN FY15, AND THE POSITIVE TRANSFORMATION OF THE COMPANY WILL CONTINUE. ” Dear Shareholders, I do, however, want to recognise the demands placed upon the Company’s people in taking on such a large INTRODUCTION amount of change over such a short period of time. Welcome to the 2015 Annual Report for Treasury Wine It is no exaggeration to state that many companies would have taken two to three years to deliver the Estates Limited (TWE). transformation agenda TWE has enacted in 12 months. Fiscal Year 2015 (FY15) was a year of genuine progress I know the Company’s employees are proud of what and positive transformation for TWE. The year has been delivered over FY15, and their positive commenced with an intense period of activity related and resilient approach throughout this process to two takeover proposals received from private equity must be acknowledged. firms, and I am pleased the Company was able to put the distraction of these proposals behind us to focus I believe the Company’s FY15 results speak for on building stronger brands and driving improvements themselves. TWE is now a leaner, more efficient in our financial performance. business with a clear strategic plan, and a focused approach to investing behind its brands. At the time it became apparent that the takeover proposals were not on terms or at a price acceptable The Company is now building stronger relationships to the Board. Given the performance of TWE since, with its key customers; successfully engaging and and the support of our shareholders, it is evident exciting consumers around the globe; beating the that those proposals undervalued our Company. competition at the world’s leading wine shows; and delivering improved profitability and greater efficiency TWE’s full year financial results for FY15 demonstrate in a sustainable way. a solid return for our shareholders, and I want to thank our owners for their patience and ongoing I am optimistic about the Company’s performance confidence in the Company. I am also confident and growth potential, and I believe our shareholders that the Company will continue to build on the should be too. improvements in performance delivered over FY15 in the coming financial year. REGIONAL SUMMARY TWE is a global business, and our FY15 results OVERVIEW OF RESULTS AND FY15 demonstrate that strong progress is being made across FY15 was a year in which the Company’s new our key regions of Australia and New Zealand (ANZ); Chief Executive Officer, Michael Clarke, was able the Americas; Europe, Middle East and Africa (EMEA); to make his mark on TWE. Together with executive and Asia. A more detailed commentary on each management, tough decisions were taken to help of our key regions is provided in the Chief Executive fix the core business and right-size the Company’s Officer’s Report. cost base. STRATEGY The Board was fully supportive of this transformation, Over the course of FY15, the Board has worked closely and also strongly backed management’s plans with executive management to drive delivery against for major investment, and the reinvestment the Company’s Five Year Plan and immediate of overhead savings in the consumer marketing Strategic Roadmap. of the Company’s priority brands. Whilst considerable progress has been made over the It is increasingly evident that the decisions to reset last year, it is important to stress that the turnaround the business in FY15 are starting to deliver the results of the Company is not yet complete, and that TWE must our shareholders expect. continue to build on the momentum established in FY15. TREASURY WINE ESTATES ANNUAL REPORT 2015 / 2 CHAIRMAN’S REPORT (CONTINUED) The Board remains committed to working collaboratively The responsible consumption of alcohol remains with management to deliver the next phase of the a crucially important area for TWE’s CR efforts, Company’s transformation, and resultant improvements and provides an opportunity for the Company in TWE’s financial performance. to demonstrate real leadership in an area of direct relevance to both our business and the communities BALANCE SHEET STRENGTH AND DIVIDEND in which we operate. FY15 showed that TWE continues to act with financial Throughout FY15, work was undertaken to embed discipline and maintain comparatively low levels of debt. education materials on responsible consumption As such, our shareholders can have confidence in the throughout the Company – an essential first step before Company’s financial foundations. TWE can legitimately demonstrate its responsibility credentials externally. An updated Alcohol Policy was In April 2015, TWE successfully refinanced embedded with all staff. A Responsible Consumption a $300 million syndicated debt facility due to mature Handbook was also circulated across the business, with in April 2016, successfully increasing the average the global marketing teams adopting a new Responsible duration of debt, improving the spread of committed Sales and Marketing Handbook as a key education tool facility maturities and delivering a lower margin for in-house brand teams and external agencies. over base interest rates. The Company’s balance sheet continues to be robust and highly flexible. On sustainable sourcing, the Company’s Responsible Procurement Code was incorporated into all new supplier Given the Company’s FY15 results and the exciting request processes; and an assessment of environmental marketing campaigns planned for TWE’s priority outcomes will now be included in the Company’s product brands in FY16, the Board is pleased to report a final development ‘gate’ process. dividend of 8 cents per share unfranked, to give a full year dividend of 14 cents per share, up 1 cent per share Corporate volunteering was a particular highlight of the on prior year. Company’s responsibility agenda in FY15, with TWE’s inaugural Global Volunteering Week taking employee GOVERNANCE volunteering rates to 58.6% of the Company’s eligible workforce; up from 15.2% in FY14. As someone who Good corporate governance is a fundamental had first-hand experience of partaking in this initiative, part of the culture and business practices of TWE. I am in no doubt of the benefit to both our charitable Accordingly, the Board carefully considered the partners, our company culture and the communities two private equity proposals to buy the Company in which we operate. in the first quarter of FY15. In August 2014, the Board concluded it was in the THANKS AND CONCLUSION best interests of shareholders to grant the opportunity Looking ahead, I am confident that TWE is set for for relevant parties to conduct non-exclusive due strong, sustainable success in FY16. The core business diligence. During this process, the Board and executive has been reset in FY15, and the positive transformation management also held discussions with TWE’s large of the Company will continue. shareholders. This provided clear feedback that major Our shareholders can expect to see an exciting range of shareholders believed the proposals undervalued TWE brand campaigns over the coming year as the Company and subsequently all discussions with the bidding unveils the results of the hard work and significant parties ceased. investment committed during the second half of FY15. As already indicated, it was particularly pleasing that In conclusion, I would like to thank members of the Board the Company was able to move past this distraction for their contributions over the financial year.