MACQUARIE BA NK 2009 ANNU A L REPO R T MACQUARIE BANK 2009 ANNUAL REPORT www.macquarie.com.au MACQUARIE BANK LIMITED ACN 008 583 542 Macquarie Bank Limited is a 2009 Annual General Meeting Cover image: Constellation Energy The Holey Dollar Macquarie Bank Head Office subsidiary of Macquarie Group Macquarie Bank’s 2009 Annual Constellation Energy is one of the largest In 1813 Governor Lachlan Macquarie overcame an No.1 Martin Place Limited and is regulated by the General Meeting will be held on marketers of natural gas in North America, acute currency shortage by purchasing Spanish silver Sydney NSW 2000 Australian Prudential Regulation Wednesday, 29 July 2009 in the providing physical natural gas to distribution dollars (then worth five shillings), punching the centres Australia Authority (APRA) as an Authorised Macquarie Auditorium, Level 3, companies, power generators, retail out and creating two new coins – the ‘Holey Dollar’ Tel: +61 2 8232 3333 Deposit-taking Institution (ADI). No.1 Martin Place, Sydney NSW aggregators and large end-users in the (valued at five shillings) and the ‘Dump’ (valued at one Macquarie Group Limited is after the Macquarie Group Limited United States and Canada. shilling and three pence). Registered Office Macquarie Bank Limited regulated by APRA as a non- Annual General Meeting but not The acquisition and integration of the This single move not only doubled the number of coins Level 3, 25 National Circuit operating holding company earlier than 2:00 pm. Constellation downstream gas trading in circulation but increased their worth by 25 per cent Forrest ACT 2603 of an ADI. Details of the business of the portfolio makes Macquarie Group’s North and prevented the coins leaving the colony. Governor Australia meeting will be contained in American gas trading business, Macquarie Macquarie’s creation of the Holey Dollar was an Tel: +61 2 6225 3000 the separate Notice of Annual Cook Energy, a leading participant in this inspired solution to a difficult problem and for this General Meeting to be sent key wholesale gas market. reason it was chosen as the symbol for Macquarie. to securityholders. Cover photograph Dan Tobin Smith/Gallery Stock eTree Macquarie is proud to be a Foundation Member of eTree, a Computershare Limited initiative with Landcare Australia which provides shareholders with an environmental incentive to elect to receive shareholder communications electronically. Macquarie shareholders can register to receive their shareholder communications, such as the Annual Report, electronically, by visiting www.etree.com. au/macquarie and registering their email address. For every shareholder who registers an email address Macquarie will donate $1 to Landcare Australia. This report is printed on Monza Recycled paper stock, which has a high 55 per cent recycled fibre ctopus Solutions Solutions ctopus O content, including 30 per cent pre consumer and 25 per cent post consumer waste and is FSC Mixed Source Certified. Monza Recycled is sourced from sustainable plantation wood and is Elemental rint management by by management rint Chlorine Free (ECF). P Designed by Frost*Design, Sydney Sydney Frost*Design, by Designed Macquarie Bank Limited 2009 Annual Report Contents Directors’ Report 2 Directors’ Report Schedules 50 Financial Report 55 Directors’ declaration 151 Independent audit report 152 Investor information 153 Glossary 156 1 Macquarie Bank Limited and its subsidiaries 2009 Annual Report www.macquarie.com.au Directors’ Report for the financial year ended 31 March 2009 continued 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, Macquarie financial year until his retirement on 24 May 2008. Bank, Company), the Directors submit herewith the The Directors listed above each held office as a Director income statements and the cash flow statements for the of Macquarie Bank throughout the financial year ended year ended 31 March 2009 and the balance sheets as at 31 March 2009. Those Directors listed as Independent 31 March 2009 of the Company and its subsidiaries at the Directors have been independent throughout the period end of, and during, the financial year ended on that date of their appointment. 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 this Bank are: report are set out in Schedule 1 at the end of this report. Non-Executive Director 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. K i r by C.B. Livingstone, AO H.K. McCann, AM(3) J.R. Niland, AC H.M. Nugent, AO P.H. Wa r n e (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 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 2009 Annual Report www.macquarie.com.au 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.