Avexa Annual Report 2013
Avexa Annual Report 2013
Avexa Annual Report 2013
Annual Report
2013
www.avexa.com.au
DEVELOPING
OUR
PORTFOLIO
OF DRUG
ASSETS
Contents
Chairmans Report 1
Directors Report 2
Remuneration Report 9
Lead Auditors Independence Declaration 16
Statement of Comprehensive Income 17
Statement of Changes in Equity 18
Statement of Financial Position 19
Statement of Cash Flows 20
Notes to the Financial Statements 21
Directors Declaration 43
Independent Auditors Report 44
Corporate Governance Statement 46
Shareholder Information 58
Chairmans Report
Dear Shareholder
Last year we reported that we were focussed on two objectives
(i) securing a co-marketing partner for apricitabine (ATC), the
Companys drug for the treatment of drug-resistant HIV; and
(ii) finding innovative ways to fund ATCs remaining clinical
trial development.
Your Board is very pleased to report that we have achieved
both these objectives.
In June this year we announced that Avexa had signed a
major collaboration with Link Healthcare (Link), a privately
owned specialist Pharmaceutical and Medical Technology
business. The collaboration covers the development,
registration, sale and marketing of ATC worldwide, with
the exception of a couple of small territories.
Many shareholders may not have heard of Link and may
be wondering how Avexa and Link will be able to effectively
market and distribute ATC or even begin to compete against
the well-established HIV drug companies. In fact, Link is the
second biggest company for HIV drugs in South Africa, one
of the biggest volume markets in the world, and therefore
widely experienced in the franchise with an extensive
international network.
Our view, shared by Link, is that in the specialty area of HIV
drugs, you dont necessarily need big pharmas large infield
sales force, with the associated large overheads, detailing
HIV drugs to every doctor in the territory. Often the opposite
approach is better, as most HIV drugs are prescribed through
specialty clinics, not GPs.
We also know that there is demand for an HIV drug with ATCs
unique properties once it can be made available. Work has
already begun on this. Importantly, Link is a successful, fast
growing business run by a very competent, highly motivated team,
many members of which have worked in big pharma. In short,
we like what we see in Link and have high regard and respect
for what they have already achieved in a number of countries
with HIV drugs, in particular in Southern Africa. Your Directors
are confident this will be a successful venture. More details
are contained in the Directors Report that follows.
Iain Kirkwood
Chairman
Directors Report
The Directors present their report together with the financial statements of the Group comprising of Avexa Limited (the Company),
and its subsidiaries for the financial year ended 30 June 2013 and the auditors report thereon.
Principal Activities
There have been two principal activities for the Group during the course of the financial year. Firstly, the research and development,
for commercialisation, of anti-infective pharmaceutical programs and projects and secondly, a due diligence process relating to
investment in the North Pratt coal mine and subsequent permit issuance. The Company is a public company listed on the ASX,
incorporated and domiciled in Australia, and with a registered office and principal place of business located at Suite 8, Level 1, 61-63
Camberwell Road, Hawthorn East, VIC 3123. Except as disclosed elsewhere in this Report, there have been no significant changes in
the nature of these activities during the year.
Antibiotic Programme
Together with our partner, Valevia, we have seen new possibilities open up for our antibiotic project. The demonstration of activity
against the Clostridium bacterium has revealed an important new indication which is attracting interest. Infection with Clostridium
is becoming more common with the prevalent use of antibiotics to treat other infections. Treatment with antibiotics often causes the
additional unintended effect of killing the normal gut flora besides treating the intended infection. The absence of the usual flora in the
gut paves the way for colonisation by harmful bacteria such as Clostridium. Often, the secondary Clostridium infection becomes a
much greater problem than the first infection for which the antibiotics were prescribed, necessitating lengthy and costly hospital stays.
The rise of antibiotic resistance is only adding to this problem. The Office of the Chief Scientist in Australia released a paper in July 2013,
which describes the rapidly rising threat of antibiotic resistance and calls for a global revival in antibiotic research and development.
It states that there is now a genuine threat of humanity returning to an era where mortality due to common infections is rife.
The ideal treatment for Clostridium would be effective locally at the site of the infection in the gastrointestinal mucosa, but not
systemically (throughout the whole body) where treatment is not required. However, many current antibiotics must either be delivered
intravenously (and therefore systemically) or are absorbed systemically after oral absorption. We believe that our lead compound
AVX13616 may be particularly suited to the local treatment of the gut whilst avoiding systemic exposure. Importantly, we were able
to show good activity against clinical isolates of bacteria from current hospital cases of disease.
Armed with these results and with support from Avexa, Valevia have succeeded in obtaining a grant from the UK Technology Strategy
Board to undertake further pre-clinical studies in preparation for clinical studies. These studies are aimed at understanding the
behaviour of the lead compound in its interaction with the whole body compartment, rather than its topical behaviour. The studies
will also be used to try to identify potential species of compound related to the lead in vivo, and show the relevance or otherwise
to the compounds mode of action. It is understood that such funding could open the way to further grants and increase the
attractiveness of the lead compound to potential investors and/or development partners.
Portfolio Investments
To seek returns to offset some of its fixed operating expenses Avexa has, in addition to placing funds in fixed deposits where deposit
rates have been on a downward trend, made several liquid alternative investments through its wholly owned subsidiary AVI Capital
Pty Ltd, to diversify its investment portfolio. During the year AVI Capital Pty Ltd, sold its substantial holding in Allied Healthcare Group
(AHZ). The sale of AHZ shares for $2.4 million realised a net gain of $0.8 million on the initial investment. AVI Capital Pty Ltd continues
to hold smaller holdings in two other listed entities. Realised gains in AVI Capital Pty Ltd for the period ending 30 June 2013 were
$0.8 million along with unrealised (paper) losses of $0.9 million. These investments are not held on a long term basis.
About ATC
Apricitabine (ATC) is Avexas nucleoside reverse transcriptase inhibitor (NRTI) for the treatment of human immunodeficiency virus
(HIV) infection. HIV is the virus which causes Acquired Immunodeficiency Syndrome (AIDS). In the 30 years since the first cases
of AIDS were described, more than 30 million persons have been infected with the virus worldwide, and many millions have died.
HIV primarily targets cells of the immune system, leaving infected individuals progressively defenceless against common diseases.
Treatment with a combination of antiviral drugs which inhibit the replication of the virus can dramatically slow down the course of the
disease, but drug resistance often develops. In many cases, resistance to one drug causes cross-resistance to other, as yet unused,
drugs. As a result, patients may have very few active drugs available to them in practice. A further problem is the unwanted side
effects of many of the currently used anti-retroviral drugs, which can be intolerable or even life-threatening. This can further restrict
the drugs an individual patient can take. Lastly, many current drugs have significant interactions if they are given at the same time
as other drugs the patient may need, such as drugs for diabetes, heart disease, hypertension, or bacterial infections. Taken together,
this means that an individual patient may, in practice, have very few appropriate drugs available.
ATC has significant potential to be a valuable new treatment for HIV as it addresses these pivotal issues: drug resistance, safety/
tolerability, and drug interactions. As well as showing antiviral activity against natural (wild-type) HIV, ATC is active against virus with
various mutations that cause resistance to other NRTIs. These include the M184V mutation (associated with resistance to the currently
used NRTIs lamivudine and emtricitabine) and thymidine analogue mutations (TAMs, associated with resistance to zidovudine and
stavudine). These mutations are commonly found in patients, as the use of these existing NRTIs is widespread. ATC therefore has
the potential to be a valuable treatment option for patients whose current treatments are no longer effective due to the development
of drug resistance. In addition, resistance to ATC itself has not been observed even in patients who have been treated with ATC for three
years. Clinical trials of ATC have shown it to be safe and very well tolerated. ATC is easy to dose and may be taken with or without
food. ATC does not produce deleterious interactions when dosed with a variety of different drugs known to produce interactions with
current HIV medications. These key properties of ATC, lack of resistance, safety, and ease of dosing, are exactly those which are
required in patients who have developed resistance to the currently used drugs.
Exercise Price
when Granted
Adjusted
Exercise Price
Expiry
Date
$0.13
$0.13
18 June 2014
$0.06
n/a
31 Dec 2013
Directors
The Directors of the Company at any time during the year or since the end of the financial year are as follows. Directors were in office
for the entire period unless stated otherwise:
Name, Qualification and Independence Status (Age)
Mr Iain Kirkwood
Independent Non-Executive Chairman (61)
Qualifications: MA (Hons) Oxon, FCPA, CA, MAICD
Mr Bruce Hewett
Independent Non-Executive Director (59)
Qualifications: BAppSc. (Pharmacy), GAICD
Mr Allan Tan
Independent Non-Executive Director (48)
Qualifications: LLB (Hons) University of Buckingham (UK)
Barrister-at-Law (Grays Inn)
MA London-Guildhall University (UK)
Mr Tan joined the Board on 1 December 2010. He is a NonExecutive Director of the Company and is a member of both
the Avexa Audit Committee and the Avexa Remuneration and
Nomination Committee. He is also an Independent Director of
Singapore listed companies, Adventus Holdings Limited and
CNMC Goldmine Holdings Limited. Mr Tan is a partner in a
Singapore law firm.
Company Secretary
Mr Lee Mitchell BA LLM
Mr Mitchell was appointed as Company Secretary of Avexa Limited on 1 December 2010. He is a qualified lawyer and has practiced
in corporate and commercial law for over 15 years.
Directors Interests
The relevant interest of each Director in the share capital of the Company, as notified by the Company to the ASX in accordance
with S205G (1) of the Corporations Act 2001, as at the date of this report is as shown following.
Director
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Director
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Board Meetings
Attended
Held(i)
10
10
10
10
10
10
(i) Represents the number of meetings held during the time that the Director held office.
Dividends
The Directors do not recommend a dividend be paid or declared by the Company for the year. No dividend has been paid by the
Company since its incorporation on 7 April 2004.
Environmental Regulation
The Groups operations are not subject to any significant environmental regulations under either Commonwealth or State legislation.
The Directors believe that the Group has adequate systems in place for the management of its environmental requirements and are
not aware of any breach of those environmental requirements as they apply to the Group.
Insurance Premiums
Since the end of the financial year, the Company has paid a premium of $36,300 for Directors and Officers Liability insurance for
current and former Directors and officers, including Executive officers of the Company. The Directors have not contributed to the
payment of the policy premium.
The Directors and Officers Liability insurance policy covers the Directors and officers of the Company against loss arising from
any claims made against them during the period of insurance (including company reimbursement) by reason of any wrongful act
committed or alleged to have been committed by them in their capacity as Directors or officers of the Company and reported to the
insurers during the policy period or if exercised, the extended reporting period.
Risk Management
The Group takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities,
are identified on a timely basis and that the Companys objectives and activities are aligned with the risks and opportunities identified
by the Board. The Company believes that it is crucial for all Board members to be a part of this process, and as such the Board has not
established a separate risk management committee. Instead sub-committees are convened as appropriate in response to issues and
risks identified by the Board as a whole, and each respective sub-committee further examines the issue and reports back to the Board.
The Board has a number of mechanisms in place to ensure that managements objectives and activities are aligned with the risks
identified by the Board. These include the following:
Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets,
including the establishment and monitoring of KPIs of both a financial and non-financial nature.
The establishment of committees to report on specific business risks, including for example such matters as strategic investments.
The Audit Committee assists in discharging the Boards responsibility to manage the organisations financial risks. The Committee
advises the Board on such matters as the Groups liquidity, currency, credit and interest rate exposures and monitors managements
actions to ensure they are in line with Group policy.
Rounding Off
The Group is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts
in the financial report and Directors Report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Lead Auditors Independence Declaration under Section 307C of the Corporations Act 2001
The lead auditors independence declaration forms part of the Directors Report for the year ended 30 June 2013 and is set out on
page 16.
Non-audit Services
The following non-audit services were provided by the Groups auditor KPMG during the financial year. The Directors are satisfied that
the provision of non-audit services is compatible with the general standard for independence imposed by the Corporations Act 2001
and with the Companys own Auditor Independence Policy. The nature and scope of each of the non-audit services provided means
that auditor independence was not compromised. KPMG received or is due to receive the following amounts for the provision of the
following services:
Non-audit Services
Tax compliance and other advisory services $31,365
Other assurance services
$8,400
Total non-audit services
$39,765
Remuneration Report
This report outlines the compensation arrangements in place for Directors and Senior Executives of the Company being the key
management personnel (KMP) of the Company being those persons having authority and responsibility for planning, directing
and controlling the major activities of the Company, directly or indirectly, including any Director and includes all the Executives in
the Company. For the purposes of this report, the term Executive includes the interim CEO/CSO and Senior Executives but does
not include the Non-Executive Directors or the secretary of the Company. All sections contained herein have been subject to audit
as required by section 308(3C) of the Corporations Act. Remuneration is referred to as compensation in this report.
Details of KMP including the top remunerated Executives of the Company are set out in the tables on page 12. There have been
no changes to KMP after the reporting date and before the date of this report.
Company Performance
Net profit/(loss) attributable to equity holders of the parent
Closing share price ($)
2013
2012
2011
2010
2009
(2,977,497) (3,513,138) (4,402,000) (41,488,378) (36,218,828)
.014
.022
.042
.033
.115
Principles of Compensation
The Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for
Non-Executive Directors (NEDs) and Executives. The Remuneration Committee assesses the appropriateness of the nature and
amount of remuneration of NEDs and Executives on a periodic basis by reference to relevant employment market conditions,
with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing Director and Executive
team. The Remuneration Committee comprises all of the NEDs.
Avexa Limiteds remuneration strategy is designed to attract, motivate and retain employees and NEDs by identifying and rewarding
high performers and recognising the contribution of each employee to the continued growth and success of the Group. To this end,
key objectives of the Companys reward framework are to ensure that remuneration practices are aligned to the Groups business
strategy, offer competitive remuneration benchmarked against the external market, provide strong linkage between individual and
Group performance and rewards and align the interests of Executives with shareholders.
In accordance with best practice corporate governance, the structure of NED and Executive remuneration is separate and distinct.
The Board assumes full responsibility for compensation policies and packages applicable to Directors and Senior Executives of the
Company. The broad compensation policy is to ensure the compensation package appropriately reflects the persons duties and
responsibilities, and that compensation levels are competitive in attracting, retaining and motivating people who possess the requisite
level of skill and experience. Employees may receive at-risk incentive payments remunerated as cash or share options based on
the achievement of specific goals related to the performance of the individual and the Company (as determined by the Directors).
Incentives are provided to Senior Executives and employees for the achievement of individual and strategic objectives with the
broader view of creating value for shareholders.
Fixed Compensation
Fixed compensation consists of a base compensation package, which includes Fringe Benefits Tax calculated on any salary
packaging arrangements and employer contributions to superannuation funds. Fixed compensation levels for Key Management
Personnel (KMP) and senior members of staff are reviewed at least annually by the Remuneration Committee through a process that
considers: the employees personal development; achievement of key performance objectives for the year; industry benchmarks
wherever possible; and CPI data. Compensation recommendations for other staff are conducted by the interim CEO who then
makes recommendations to the Remuneration Committee for final approval.
Key Performance Indicators (KPIs) are individually tailored by the Board, based on recommendations and input by the interim CEO
in advance for each employee each year, and reflect an assessment of how that employee can fulfil his or her particular responsibilities
in a way that best contributes to Company performance and shareholder wealth in that year. KPIs and compensation levels are set for
the interim CEO by the Remuneration Committee and Board adopting the same process as that adopted for staff, with close alignment
to the role and responsibility within the organisation and in conjunction with the strategic objectives of the Company.
Employment contracts for staff other than the interim CEO provide for at-risk incentive compensation of up to 10 per cent of their total
fixed compensation package (although higher incentive compensation payments may be made at the Boards discretion). Typically
incentive compensation is split 50 per cent on personal performance and 50 per cent on Company performance.
The Board at its sole discretion determines the total amount of performance-linked compensation payable as a percentage of the total
annualised salaries for all employees employed as at the end of the financial year (with pro rata reductions to the annualised salary
made for any employee not employed for the entire financial year).
The interim CEO makes a recommendation annually to the Board in respect of incentive compensation for employees and Executives
with the decision to award a performance incentive resting with the Board for decision. The Board similarly reviews the performance
of the CEO and resolves accordingly on the appropriate level of performance incentive to be paid.
An amount of $63,500 (2012: $15,000) has been accrued at the end of the 2013 financial year by way of an employee benefit
provision in respect of performance incentives for the 2013 financial year. $63,500 (2012: $15,000) was paid in the August 2013
payroll in respect of staff performance for the 2013 financial year.
An amount of $37,000 (2012: nil) has been recognised in the 2013 financial year by way of share-based payment expense in respect
of performance incentives achieved in respect of key performance indicators set for the 2013 financial year. $37,000 (2012: nil) worth
of shares in the Company will be issued after the release of the Groups Financial Statements in respect of staff performance for the
2013 financial year. A five day VWOP will be applicable to the issue of the shares.
The Interim CEO has the discretion to recommend the offer of options to acquire ordinary shares or the direct issue of shares to any
member of staff in recognition of exemplary performance. Such securities may be fully vested upon issue given that they are issued
as a reward for past performance rather than as a long term incentive. Any issue of options proposed as incentive compensation
requires approval by the Board and is subject to any limitations imposed by the Corporations Act and the ASX Listing Rules. The
Board considers that the performance-linked compensation structure is operating effectively.
At, or as soon as practicable after, the beginning of the financial year, individual and team performance for the previous year is
assessed for every employee by their manager and new objectives set for the forthcoming year. These objectives include department
and project specific objectives together with individual stretch objectives, challenging, realistic and personal development objectives
tailored to the employees role within the organisation. Measurement, management support, target dates and training course
requirements are all set. Progress against the objectives is reviewed during the year and percentage achievement concluded at the
end of the year, whereupon the cycle recommences. The outputs of this process form the basis of the assessment of the individuals
personal incentive compensation.
Service Contracts
All Avexa Executives other than the Company Secretary are employed under contracts with the following common terms and conditions:
Treatment
of Short Term
Incentives
Treatment
of Long Term
Incentives
Notice Period
Payment in Lieu
of Notice
Termination
by Company
3 months (6 months
for interim CEO/CSO)
3 months (6 months
for interim CEO/CSO)
Board discretion
Board discretion
depending on
circumstances
Termination
for Cause
None
None
Unvested awards
are forfeited
Unvested awards
are forfeited
Termination
by Employee
6 weeks (3 months
for interim CEO/CSO)
None
Unvested awards
are forfeited
Unvested awards
are forfeited
In the event of a change in control and an Executives position becomes surplus to requirements, that Executives options,
if any, will vest and be exercisable within a 30 day period, at the conclusion of which the options will expire. The Executive
will receive, in addition to the notice period, six months payment in the event of a redundancy following a change in control.
On termination for cause, the Executive will only be entitled to any outstanding payments in respect of the base remuneration
package which are payable to the Executive for the Executives period of service up to the date of termination.
The Company Secretary is engaged by the Company under a consultancy agreement. The agreement provides a fixed monthly
fee for in scope services with additional work charged at hourly rates. The consultancy agreement is a rolling contract and can
be terminated by either party by giving one months notice in writing to the other party.
10
Other Benefits
In addition to the fixed and at-risk compensation, the Company provides salary continuance cover for its permanent employees
engaged in more than 20 hours work per week and pays the administration fees for employees participating in the Aon Master
Trust superannuation fund.
The value for non-cash benefits in the compensation tables represents the value of motor vehicle costs salary packaged by an Executive.
Director Compensation
The Constitution and the ASX Listing Rules specify that the aggregate compensation of Non-Executive Directors shall be determined
from time to time by a general meeting. An amount not exceeding the amount approved by shareholders is then divided between the
Directors as agreed by the Board. An amount of $350,000 was approved at the Companys inaugural Annual General Meeting held on
4 October 2005.
Non-Executive Directors do not receive performance related compensation and the structure of Non-Executive Director and senior
management compensation is separate and distinct. Non-Executive Directors do not have contracts of employment but are required
to evidence their understanding and compliance with the Board policies of Avexa Limited. These Board policies do not prescribe how
compensation levels for Non-Executive Directors are modified from year to year.
Compensation levels are to be reviewed by the Board each year taking into account cost of living changes, changes to the scope
of the roles of the Directors, and any changes required to meet the principles of the overall Board policies.
Directors base fees of $50,000 and $100,000 for the Non-Executive Directors and the Chairman respectively have applied from
7 July 2010. The Chairman of the Audit and Risk Committee and the Remuneration and Nomination Committee have each received
an additional $5,000 per annum, inclusive of superannuation, in recognition of these additional duties.
11
In both cases the bonus was to be determined and paid by the Board in its discretion. The KPIs for each of Drs Coates and Cox were
broadly the same and were not connected with the Companys profit or share price performance but rather was aligned by reference
to the achievement of personal KPIs relating to the Companys pharmaceutical programs and projects both in respect of research and
development and commercialisation. The three main personal KPIs, the organisation and completion and outcome of the European
Medicines Agency Review of the ATC clinical trial, the identification of a new group of compounds with anti-HIV activity against integrase
inhibitor resistant strains, and progress in the securing of marketing partners for ATC. The potential bonuses for Drs Coates and Cox
were allocated as to 80 per cent for product related performance (50 per cent ATC, 20 per cent HIV integrase project, 5 per cent Valevia
and the balance relating to IP) with the remaining 20 per cent of the potential bonus relating to administration related matters.
The Board also determined that in the event that it awarded bonuses to Drs Coates and Cox that the amount of the bonus would be
provided as to 50 per cent cash with the remaining 50 per cent of any bonus to be satisfied by way of an entitlement to be issued fully
paid ordinary shares in the Company with the number of shares to be issued to be an amount equal in value to the amount of the
bonus based on the five day VWAP at the time the bonus is provided.
The Board established these KPIs for the reason that they were directly linked to the Companys strategic objectives and were
considered to be more meaningful than other objectives such as those relating to share price performance or profitability given
the Companys current circumstances.
In assessing whether the KPIs were satisfied the Chairman of the Remuneration Committee (Mr Hewett) met with Dr Coates to
discuss performance against the KPIs formalised in February 2013. Following that meeting Mr Hewett advised the Remuneration
Committee that in his view all of the KPIs had been satisfied and the bonuses should be provided in full. This recommendation
was approved and accordingly the cash proportion of the bonus was paid in August 2013 with the shares to be issued following
the release to market of the Companys full year audited financial statements.
In addition to the bonus arrangements discussed above, Drs Coates and Cox were each awarded ex-gratia payments of $20,000
and $10,000 respectively in recognition of their significant efforts during FY 2012 in advancing the licensing of ATC and achieving
significant successes in relation to the HIV Integrase Program.
2013
Short Term
Base
NonCompensation
cash
(Salary
and Fees) Benefits
$
$
Directors
Non-Executive
Mr I Kirkwood(i)
Mr B Hewett(ii)
Mr A Tan (iii)
Total compensation
101,501
55,000
50,000
206,501
Executives
Key Management Personnel
Dr J Coates (iv)
194,295
Ms M Klapakis (v)
130,968
Dr S Cox (vi)
152,840
Total compensation
478,103
Post
Employment:
Bonuses/ Superannuation
Contributions
Incentives
$
$
- 45,000 (15.7%)
- 13,500 (8.5%)
- 20,000 (9.6%)
78,500
3,500
3,500
Share-based
Payments:
Shares and
Options
Issued
$
8,280 (7.3%)
4,140 (7%)
4,140 (7.6%)
16,560
Termination
Total
Benefits Compensation
$
$
113,281
59,140
54,140
226,561
287,057
158,815
209,136
655,008
* Fully paid ordinary shares to this value will be issued after the release of the Groups Financial Statements. A five day VWOP will be applicable to the
issue of the shares.
(i) Appointed on 9 August 2010. Appointed Chairman on 18 April 2011.
(ii) Appointed on 6 July 2010.
(iii) Appointed on 1 December 2010.
(iv) Ceased employment on 7 May 2010. Re-appointed on 12 July 2010.
(v) Appointed on 1 December 2010.
(vi) Appointed 7 February 2013.
12
2012
Short Term
Base
NonCompensation
cash
(Salary
and Fees) Benefits
$
$
Directors
Non-Executive
Mr I Kirkwood(i)
Mr B Hewett(ii)
Mr H Soedirdja(vi)
Mr A Tan(iii)
Total compensation
84,006
55,000
29,167
50,000
218,173
Executives
Key Management Personnel
Dr J Coates(iv)
172,924
(v)
Ms M Klapakis
128,175
Total compensation
301,099
Post
Employment:
Bonuses/ Superannuation
Contributions
Incentives
$
$
8,000 (5.4%)
8,000
Share-based
Payments:
Shares and
Options
Issued
$
Termination
Total
Benefits Compensation
$
$
21,000
21,000
5,520 (5%)
2,760 (4.8%)
2,760 (5.2%)
11,040
110,526
57,760
29,167
52,760
250,213
44,514
12,628
57,142
15,083 (6.5%)
293 (.2%)
15,376
232,521
149,096
381,617
Grants, Modifications and Exercise of Options and Rights Over Equity Instruments
Granted as Compensation
There were no options granted as compensation during the financial year. There were no options exercised during the financial
year by any of these persons nor were there any alterations or modifications to existing terms and conditions.
13
2013
No options were granted during the 2013 financial year.
2012
Options Granted
Number Date
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Number and
Percentage
Vested in Year
Financial Years in
which Grant Vests
Value Yet
to Vest in $
100%
100%
100%
2012
2012
2012
nil
nil
nil
Shareholder approval was given on 24 November 2011 to the issue on 19 December 2011 of the following options during the year
end 30 June 2012.
(i) A total of 5,000,000 options with an exercise price of $0.06 each expiring on 31 December 2013 and exercisable only when
the performance condition is met (see table below).
(ii) Options are only exercisable if the arithmetic average of the daily VWAP (rounded to the nearest cent) in any five consecutive
trading days in which trading in Avexa shares occurs following the date of grant of the Options, equal or exceeds $0.125
(12 and one half cents).
Grant
Date
19/12/11
19/12/11
19/12/11
19/12/11
Expiry
Date
31/12/13
31/12/13
Lapsed
31/12/13
Fair Value
Per Option
$0.0069
$0.0069
$0.0069
$0.0069
Estimated
Volatility
75%
75%
75%
75%
14
Mr I Kirkwood
Chairman
15
KPMG
Paul J McDonald
Partner
Melbourne
29 August 2013
16
Note
4
4
5(a)
19
5(b)
5(b)
5(c)
33
Consolidated
2013
2012
$000
$000
617
564
452
523
(286)
(1,206)
(53)
(164)
(88)
(133)
(1,323)
(445)
(37)
(3)
(38)
(98)
(139)
(555)
(64)
(557)
(1,184)
(27)
(144)
(97)
(1,463)
(206)
(48)
(12)
(46)
(103)
(117)
(315)
(143)
(3,563)
(3,375)
591
(138)
(5)
19
(2,977)
(2,977)
(3,513)
(3,513)
(566)
(3,543)
(5,840)
(9,353)
(0.35)
(0.35)
(0.41)
(0.41)
33
The statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 21 to 42.
17
Note
Opening balance as at 1 July 2012
Comprehensive income/(loss) for the period
Loss
Total other comprehensive income
Total comprehensive income for the period
Issued
Capital
$000
182,523
19
19
182,523
(2,977)
(2,977)
53
53
53
(168,853)
19
(3,513)
(3,513)
19
182,523
(131)
Consolidated
Fair Value
Accumulated
Reserve
Losses
$000
$000
(162,443)
6,275
Note
(566)
(566)
Issued
Capital
$000
182,523
Consolidated
Fair Value
Accumulated
Reserve
Losses
$000
$000
(165,929)
435
27
27
27
(165,929)
(5,840)
(5,840)
Total
Equity
$000
17,029
(2,977)
(566)
(3,543)
53
53
53
13,539
Total
Equity
$000
26,355
(3,513)
(5,840)
(9,353)
27
27
27
435
17,029
Amounts disclosed in the statement of changes in equity are stated net of tax.
The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 21 to 42.
18
Note
Current assets
Cash and cash equivalents
Receivables
Investments
Other assets
Total current assets
Non-current assets
Intangible assets
Plant and equipment
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Employee benefit provisions
Other liabilities
Total current liabilities
Non-current liabilities
Employee benefit provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Fair value reserve
Accumulated losses
Total equity
Consolidated
2013
2012
$000
$000
9
10
11
12
11,869
1,418
659
47
13,993
12,570
822
3,679
224
17,295
13
14
20
20
14,013
325
325
17,620
15
16
17
279
183
462
284
79
201
564
16
12
12
474
13,539
27
27
591
17,029
18
19
182,523
(131)
(168,853)
13,539
182,523
435
(165,929)
17,029
The statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 21 to 42.
19
Note
Cash flows from operating activities
Cash receipts in the course of operations
Cash payments in the course of operations
Research and development incentive
Interest received
Net cash used in operating activities
Consolidated
2013
2012
$000
$000
384
(4,262)
558
639
(2,681)
649
(4,422)
657
817
(2,299)
(10)
2,422
(10)
(5,086)
3,578
(494)
62
1,980
(1,518)
(701)
12,570
11,869
(3,817)
16,387
12,570
21
The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 21 to 42.
20
1. Reporting Entity
Avexa Limited (the Company) is a company domiciled in Australia. The address of the Companys registered office is Suite 8, Level 1,
61-63 Camberwell Road, Hawthorn East, VIC 3123. The consolidated financial statements of the Company as at 30 June 2013 comprise
the Company and its subsidiary entities (together referred to as the Group and individually as Group entities). The Group primarily is
involved in research and development, for commercialisation of anti-infective pharmaceutical programs and projects.
2. Basis of Preparation
(a) Statement of Compliance
The consolidated financial statements are general purpose financial statements which have been prepared in accordance with
Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards
Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with the International Financial Reporting
Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board.
The consolidated financial statements were approved by the Board of Directors on 29 August 2013. The Group is of a kind referred
to in ASIC Class Order 98/100 dated 10 July 1998 (updated by CO 05/641 effective 28 July 2005 and CO 06/51 effective 31 January
2006) and in accordance with that Class Order, all financial information presented in Australian dollars has been rounded off to the
nearest thousand dollars, unless otherwise stated.
21
Rental Income
Rental income from sub-leasing arrangements is recognised in profit or loss on a straight line basis over the term of the lease.
Government Grants
Conditional government grants are recognised initially as deferred income when there is a reasonable assurance that they will be
received and that the Company will comply with the conditions associated with the grant. Grants that compensate the Company for
expenses incurred are recognised in profit or loss on a systematic basis in the same periods in which the expenses are recognised.
An unconditional grant is recognised in profit or loss as other income when the grant becomes receivable.
22
23
(j) Impairment
A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect
on the estimated future cash flows of that asset.
The carrying amounts of the Groups assets are reviewed at each balance date to determine whether there is any indication of
impairment. If any such indication exists, the recoverable amount of the asset is estimated.
An impairment loss in respect of an asset measured at amortised cost is calculated as the difference between its carrying amount
and the present value of the estimated future cash flows discounted at the effective original interest rate.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed
collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively
to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal
is recognised in profit or loss.
The carrying amounts for non-financial assets are reviewed each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the assets recoverable amount is estimated and an impairment loss recognised in
profit or loss if the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset is determined
as the greater of its value in use and its fair value less costs to sell. Value in use is assessed using discounted cash flow analysis.
24
(iv) Superannuation
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in profit or loss when they
are due. The Company has no defined benefit pension fund obligations.
(l) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be measured
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money, and
when appropriate, the risks specific to the liability.
25
4. Revenue
Grant income
Research and development incentive
Total revenue from operating activities
Lease income
Other income
Total other revenue
Consolidated
2013
2012
$000
$000
6
617
558
617
564
452
452
522
1
523
286
1,382
1,668
557
905
1,462
164
88
89
85
144
40
123
64
29
(67)
38
64
35
31
63
14
143
(b) Profit Before Related Income Tax Expense Has Been Arrived at After Charging the
Following Items:
Depreciation of plant and equipment
Loss on disposal of plant and equipment
Amounts recognised in provisions for employee entitlements (Note 27)
Superannuation payments to defined contribution plans
6. Auditors Remuneration
Audit services:
Auditors of the Company KPMG
Total audit services
Other services:
Accounting advice
Tax compliance and advisory services KPMG
Other assurance services overseas KPMG firm1
Total other services
2013
$
2012
$
71,450
71,450
63,000
63,000
31,365
8,400
39,765
37,275
14,100
51,375
26
7. Income Tax
Consolidated
2013
2012
$000
$000
5
5
(2,972)
(892)
(5)
(3,513)
(1,054)
12
289
585
226
(4)
545
461
204
-
(194)
5
(168)
-
142,499
42,749
140,548
42,164
The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been
recognised in respect of these items because it is not probable that future taxable profit will be available from which the Company
can utilise the benefits. There was no deferred tax recognised directly in equity.
2013
$000
132
11,737
11,869
2012
$000
256
12,314
12,570
Financing Arrangements
At 30 June 2013 the Company had a credit card facility of $150,000 of which nil was used as at 30 June 2013 (2012: $nil).
A security bond of $30,822 was provided on a Bank Guarantee on the Companys new premises. Interest on cash at bank is
credited at prevailing market rates. The weighted average interest rate at reporting date was 4.4 per cent (2012: 5.6 per cent).
27
10. Receivables
Current
Consolidated
2013
2012
$000
$000
240
246
617
576
561
1,418
822
1. The working capital loan to Coal holdings USA, LLC (CHUSA) is secured by a fixed and floating charge over the assets of CHUSA and its subsidiary
company, North Pratt Coal Holdings LLC.
11. Investments
Current
2013
$000
40
619
659
2012
$000
900
2,779
3,679
2013
$000
47
2012
$000
224
Prepayments
2013
$000
25,762
(25,762)
12,000
(12,000)
-
2012
$000
25,762
(25,762)
12,000
(12,000)
-
Following a General Meeting of shareholders in July 2010, the new Directors of the Company initiated an independent review of the
Companys assets including apricitabine (ATC), to which the impaired intangible asset relates. Should future decisions and actions in
regard to ATC result in the Directors of the Company having the opinion that some value has been restored to this intangible asset,
the existing provision for impairment may be reversed to the extent that the Directors believe to be prudent and that value will be
reflected in the Companys balance sheet.
For the financial year 2013, the Directors still consider the intangible assets nil valuation is appropriate.
28
Consolidated
2013
2012
$000
$000
438
1,378
(418)
(1,053)
20
325
325
10
(151)
(164)
20
459
10
(144)
325
2013
$000
279
2012
$000
284
The Groups exposure to currency and liquidity risk related to trade creditors and accruals is disclosed in Note 23.
2012
$000
Current
Employee benefits (Note 27)
183
79
Non-current
Employee benefits (Note 27)
12
27
2013
$000
2012
$000
78
123
201
The Company was a party to a non-cancellable lease for office and laboratory space. The Company ceased to use part of these
premises by 30 June 2010. The unused facilities had been sublet or were available for sublease for the remaining lease term, but
changes in market conditions had meant that the rental income was lower than the rental expense. The obligation for future rental
payments, net of expected rental income, had been provided for. The lease expired 26 June 2013.
29
2013 Options
Total employee options (Note 27)
Total Directors options
Shire options
Total options
Number of Options
at Beginning of Year
3,270,000
4,000,000
7,270,000
Options
Granted
-
Options
Options
Lapsed/Forfeited Exercised
(3,080,000)
(3,080,000)
-
Number of Options
at End of Year
190,000
4,000,000
4,190,000
2012 Options
Total employee options (Note 27)
Total Directors options
Shire options
Total options
Number of Options
at Beginning of Year
5,620,000
4,000,000
9,620,000
Options
Granted
5,000,000
5,000,000
Options
Options
Lapsed/Forfeited Exercised
(2,350,000)
(1,000,000)
(4,000,000)
(7,350,000)
-
Number of Options
at End of Year
3,270,000
4,000,000
7,270,000
2013
Issued and Paid Up Capital
847,688,779 (2012: 847,688,779) ordinary shares, fully paid
$000
182,523
2012
Number
847,688,779
$000
182,523
Number
847,688,779
182,523 847,688,779
182,523 847,688,779
182,523
182,523
847,688,779
847,688,779
30
Consolidated
2013
2012
$000
$000
(165,929)
(162,443)
53
27
(2,977)
(3,513)
(168,853)
(165,929)
20. Commitments
(a) Non-cancellable Operating Lease Expense Commitments
Future operating lease commitments not provided for in the financial statements and payable:
2013
$000
63
204
267
2012
$000
948
948
For the 2012 financial year the commitments shown are net of the onerous contract provision as disclosed in Note 17.
The principal operating lease commitment other than immaterial office equipment leases was the Companys premises lease
agreement which expired on 26 June 2013 and for the 2013 financial year the new lease on the new premises represents a
commitment of $50,288.
31
Consolidated
2013
2012
$000
$000
132
256
11,737
12,314
11,869
12,570
(2,977)
252
53
(67)
32
(34)
177
89
(78)
(5)
(123)
(2,681)
(3,513)
144
27
975
114
(164)
(40)
78
27
53
(2,299)
32
Consolidated
2013
2012
$000
$000
(0.35)
(0.41)
(0.35)
(0.41)
(2,977)
(2,977)
(3,513)
(3,513)
Number
Number
847,688,779
847,688,779
847,688,779
847,688,779
847,688,779
847,688,779
33
Bank accounts
Receivables
Payables
Gross balance sheet exposure
GBP
$000
21
21
2013
USD
$000
37
561
598
Euros
$000
-
GBP
$000
24
24
2012
USD
$000
45
45
Euros
$000
-
Exposure
Gross balance sheet exposure
The following significant exchange rates applied during the financial year:
Currency
GBP
USD
Euro
2013
0.65
1.03
0.79
Average Rate
2012
0.65
1.03
0.77
3 Months Non-interest
Bearing
or Less
$000
$000
Total
$000
Financial assets:
Cash assets at 30 June 2013
4.4
253
11,557
59
11,869
5.6
301
12,200
69
12,570
An increase or decrease of 0.50 per cent in interest rates applied for 12 months to the cash balances at reporting date would have
increased or decreased profit or loss by $59,344 (2012: $62,851), assuming that all other variables, including foreign currency rates,
remain constant. The analysis is performed on the same basis for 2012.
2013 Profit and Loss
Strengthening
Weakening
$000
$000
Cash at bank variable interest rate:
AUD
34
59
(59)
(63)
(ii) Receivables
The Group undertakes due diligence prior to entering into any collaboration, codevelopment or licensing agreement with a
counterparty that exposes the Group to credit risk. Generally the nature of the core business is such that the Group tends to deal
with a small number of counterparties of a multinational, high profile and high credit rating status. Wherever possible, the Group
will seek appropriate security for any long term credit risk. The Groups exposure to credit risk from receivables is shown below.
No amounts are past due and/or impaired at balance date.
Note
3 Months
or Less
$000
Greater Than
3 Months
$000
Total
$000
Financial assets:
Receivables at 30 June 2013
10
240
1,178
1,418
10
812
10
822
Note
3 Months
or Less
$000
Greater Than
3 Months
$000
Total
$000
Financial liabilities:
Creditors and other accruals at 30 June 2013
15
279
279
15
284
284
35
Executives
Dr J Coates (Interim CEO & Chief Scientific Officer) (Ceased
employment as Chief Scientific Officer 7 May 2010. Appointed
Interim CEO and re-appointed Chief Scientific Officer 12 July 2010)
Dr S Cox (Head of Drug Development) (Appointed 7 February 2013)
Ms M Klapakis (Financial Controller) (Appointed 1 December 2010)
2013
$000
685
79
65
53
882
2012
$000
519
8
78
26
631
36
2013
No options were granted during the 2013 financial year.
2012
Number and
Recipients
of Options
5,000,000
to Directors
Grant Date
Expiry Date
$0.0069
$0.06
Price of
Shares on
Value Date
Risk Free
Interest
rate
Estimated
volatility
Number
Vested
During
year
$0.033
3.01%
75%
All
Directors
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Executives
Dr J Coates
Ms M Klapakis
Dr S Cox
Total Executives
Number
Number
Number of Options
Number
of Options
Vested
of Options of Options
Lapsed
During
Vested
Held at
During
the Year
Year 30 June 2013 1 July 2012
Number
Number
of Options
of Options
Vested at
Lapsed
During Year 30 June 2013
Number
of Options
Held at
1 July 2012
Number
of Options
Issued
During Year
2,000,000
1,000,000
1,000,000
3,150,000
25,000
7,175,000
Number
of Options
Held at
1 July 2011
Number
of Options
Issued
During Year
2,000,000
1,000,000
1,000,000
1,000,000
(1,000,000)
2,000,000
1,000,000
1,000,000
-
2,000,000
1,000,000
1,000,000
1,000,000
(1,000,000)
2,000,000
1,000,000
1,000,000
-
4,150,000
225,000
900,000
5,275,000
5,000,000
(1,000,000)
(200,000)
(900,000)
(3,100,000)
3,150,000
25,000
7,175,000
3,490,000
215,000
540,000
4,245,000
660,000
10,000
5,670,000
(1,000,000)
(200,000)
(540,000)
(2,740,000)
3,150,000
25,000
7,175,000
(3,000,000)
(10,000)
(3,010,000)
2,000,000
1,000,000
1,000,000
2,000,000
1,000,000
1,000,000
150,000
15,000
4,165,000
3,150,000
25,000
7,175,000
(3,000,000)
(10,000)
(3,010,000)
2,000,000
1,000,000
1,000,000
150,000
15,000
4,165,000
2012
Directors
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Mr H Soedirdja
Executives
Dr J Coates
Ms M Klapakis
Mr S Kerr (i)
Total Executives
Number
Number
Number of Options
Number
of Options
Vested
of Options of Options
Lapsed
During
Vested
Held at
During
the Year
Year 30 June 2012 1 July 2011
Number
Number
of Options
of Options
Vested at
Lapsed
During Year 30 June 2012
(i) Mr Kerr (former CFO) left the Company on 30 November 2010. The terms of Mr Kerrs vested but unexercised options that would otherwise have
lapsed during the previous financial year were varied and extended by 12 months. There was no difference between the total fair value of the
options immediately before the variation and immediately afterwards and the financial effect is not quantifiable.
37
Directors
Mr I Kirkwood
Mr B Hewett
Mr A Tan
Total Directors
Holding of Ordinary
Shares at 1 July 2012
(or Date of Appointment)
Number
650,000
100,000
750,000
Shares Sold on
Market During the
Financial Year
Number
-
Shares Acquired on
Market During the
Financial Year
Number
8,500,000
1,900,000
10,400,000
Holding of Ordinary
Shares at 30 June 2013
(or Date of Resignation)
Number
9,150,000
2,000,000
11,150,000
Holding of Ordinary
Shares at 1 July 2011
(or Date of Appointment)
Number
650,000
100,000
1,325,715
2,075,715
Shares Sold on
Market During the
Financial Year
Number
-
Shares Acquired on
Market During the
Financial Year
Number
-
Holding of Ordinary
Shares at 30 June 2012
(or Date of Resignation)
Number
650,000
100,000
1,325,715
2,075,715
Shares Sold on
Market During the
Financial Year
Number
-
Shares Acquired on
Market During the
Financial Year
Number
500,000
500,000
70,000
1,070,000
Holding of Ordinary
Shares at 30 June 2013
Number
1,532,519
1,129,951
139,029
2,801,499
2012 Directors
Directors
Mr I Kirkwood
Mr B Hewett
Mr J Soedirdja(i)
Mr A Tan
Total Directors
2013 Executives
Executives
Dr J Coates
Dr S Cox (i)
Ms M Klapakis
Total Executives
Holding of Ordinary
Shares at 1 July 2012
Number
1,032,519
629,951
69,029
1,731,499
(i) Dr S Cox was re-employed on a permanent full time basis on 7 February 2013.
2012 Executives
Executives
Dr J Coates
Ms M Klapakis
Total Executives
Holding of Ordinary
Shares at 1 July 2011
Number
1,032,519
69,029
1,101,548
Shares Sold on
Market During the
Financial Year
Number
-
Shares Acquired on
Market During the
Financial Year
Number
-
Holding of Ordinary
Shares at 30 June 2012
Number
1,032,519
69,029
1,101,548
38
Consolidated
2013
2012
$000
$000
119
64
64
15
12
195
27
106
Annual Leave
$000
64
(26)
55
93
Performance Incentive
$000
15
(30)
79
64
Total
$000
106
(56)
145
195
The present values of employee entitlements not expected to be settled within 12 months of reporting date have been calculated
using the following weighted averages:
2013
2012
Assumed rate of annual increase in salary and wages
5.0%
5.0%
Average discount rate
4.1%
6.0%
Settlement term (years)
7
7
Number of employees at year end (excluding Non-Executive Directors)
6
6
39
Number of Options
at Beginning of Year
1,180,000
200,000
200,000
190,000
1,500,000
3,270,000
Options
Granted
-
he exercise price of employee options is reduced whenever there is a pro rata issue (except a bonus issue) to the holders of the Companys shares
T
in accordance with the formula outlined in ASX Listing Rule 6.21.
Movements in employee options during the previous financial year are detailed in the following table.
2012
Exercise Price
Grant Date
Expiry Date
Original/Current#
25 May 2007
30 April 2012
$0.63/$0.62
10 Sept 2008
30 June 2013
$0.31/$0.30
10 Sept 2008
30 June 2013
$0.54/$0.53
10 Sept 2008
30 June 2013
$0.62/$0.61
18 June 2009
18 June 2014
$0.13/$0.13
3 May 2011
31 Dec 2012
$0.06/$0.06
Total employee options on issue
Number of Options
at Beginning of Year
1,450,000
1,180,000
200,000
200,000
1,090,000
1,500,000
5,620,000
Options
Granted
-
40
29. Dividends
No dividends were paid or proposed in the current or prior financial years.
External revenues
Inter-segment revenue
Interest revenue
Finance expense
Depreciation and loss on disposal
Reportable segment profit/(loss) before tax
Reportable segment total assets
Reportable segment total liabilities
Listed Investments
2013
2012
$000
$000
27
10
(32)
(975)
(185)
(1,015)
1,250
3,697
2
-
Total
2013
$000
1,069
623
(32)
252
(2,972)
14,013
474
2012
$000
1,087
835
(975)
144
(3,513)
17,620
591
(2,972)
2012
$000
(3,513)
(3,513)
Country of Incorporation
Australia
USA
UK
USA
Ownership Interest %
2013
2012
100
100
100
100
100
100
100
-
41
2012
$000
(5,397)
-
(2,486)
-
(5,397)
(2,486)
13,949
13,969
19,106
19,432
459
472
564
591
182,523
(169,025)
13,498
182,523
(163,682)
18,841
42
623
828
1,451
837
93
930
(860)
(860)
591
(1,068)
(1,068)
(138)
356
210
566
5,925
(85)
5,840
Directors Declaration
For the Year Ended 30 June 2013
Mr I Kirkwood
Chairman
43
Auditors Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with
Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The
procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the
financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to
the entitys preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by
the Directors, as well as evaluating the overall presentation of the financial report.
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with
the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding
of the Companys and the Groups financial position and of their performance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditors Opinion
In our opinion:
(a) The financial report of Avexa Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Companys financial position as at 30 June 2013 and of its performance for the year
ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001.
(b) The financial report also complies with International Financial Reporting Standards as disclosed in Note 2(a).
44
Auditors Opinion
In our opinion, the remuneration report of Avexa Limited for the year ended 30 June 2013, complies with Section 300A of the
Corporations Act 2001.
KPMG
Paul J McDonald
Partner
Melbourne
29 August 2013
45
Introduction
The Board of Directors (Board) of Avexa Limited (the Company or Avexa) recognises the important role that effective corporate
governance practices can play in the management of the business of a company and the creation of value for a companys
shareholders. As a result, the Company and its Board are committed to achieving and maintaining a high standard of corporate
governance that is tailored to suit, amongst other matters, the size of the Company and its business and the characteristics
of the industry of which it is a part.
A description of the Companys main corporate governance practices and policies is set out in this statement. In certain instances,
the Companys approach has been to address the objectives underlying the ASX Corporate Governance Councils (CGC) Corporate
Governance Principles and Recommendations (the ASX Recommendations) without strictly complying with the letter of the
Recommendations. Accordingly, while the Company has adopted a number of the ASX Recommendations, it has not followed others.
The instances in which the Companys practices depart from the ASX Recommendations are described and explained in this statement.
The Board will continue to review and assess the Companys corporate governance practices and policies as the Companys
business evolves and grows over time.
The Companys Corporate Governance Practices were in place throughout the year ending 30 June 2013. Various corporate
governance practices are discussed within this statement.
For further information on corporate governance policies adopted by Avexa, refer to our website: www.avexa.com.au
46
Recommendation
Comply Reference/
Yes/No Explanation
Yes
Page 49
1.2
Yes
Page 51
Remuneration
Report
1.3
Yes
Page 52,
website
Yes
Page 50
2.2
Yes
Page 50
2.3
The roles of Chair and Chief Executive Officer (CEO) should not be
exercised by the same individual.
Yes
Page 50
2.4
Yes
Page 50
2.5
Yes
Page 51
2.6
Yes
Pages 6, 7, 49,
50, 51 and 56
No
Page 53
3.2
Yes
Website,
page 56
3.3
No
Page 57
3.4
Yes
Page 57
3.5
Yes
47
Recommendation
Comply Reference/
Yes/No Explanation
Yes
Page 52
4.2
No
Pages 52
and 53
Yes
Website
4.4
Yes
Website,
pages 52
and 53
Yes
Website,
pages 2,
3 and 4
5.2
Yes
Website
Yes
Page 55
6.2
Yes
Page 55
Yes
Website,
pages 36
and 54
7.2
Yes
Pages 53
and 54
7.3
Yes
Page 53
7.4
Yes
Page 53
48
Recommendation
Comply Reference/
Yes/No Explanation
Yes
Page 52
8.2
Yes
Yes
Refer to
Remuneration
Report
8.4
Yes
Page 7,
website
49
Whilst at all times the Board retains full responsibility for guiding and monitoring the Group, in discharging its stewardship it makes
use of sub-committees. Specialist sub-committees are able to focus on a particular responsibility and provide informed feedback
to the Board.
To this end the Board has established the following committees:
Audit and Risk Committee; and
Remuneration and Nominations Committee.
The roles and responsibilities of these committees are discussed throughout this corporate governance statement.
The Board is responsible for ensuring that managements objectives and activities are aligned with the expectations
and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:
setting overall financial goals for the Company;
approval of strategies, objectives and plans for the Company to achieve these goals;
monitoring Executive management and business performance in the implementation and achievement of strategic
and business objectives a strategic plan designed to meet stakeholders needs and manage business risk;
ongoing development of the strategic plans and approving initiatives and strategies designed to ensure the
continued growth and success of the entity; and
implementation of financial plans and budgets by management and monitoring progress against budget on an
ongoing basis via the establishment and reporting of both financial and non-financial key performance indicators
Board Composition
The Board currently consists of three independent Non-Executive Directors. The Company also has an Interim CEO,
Dr Jonathan Coates, who is not a Director of the Company. The Non-Executive Directors are as follows:
Mr Iain Kirkwood (Chairman);
Mr Bruce Hewett; and
Mr Allan Tan.
Details of each Directors relevant skills, experience and expertise and his term of office, attendance at Board and committee
meetings in each case as at the date of this Annual Report, are set out in the Directors Report.
Directors of Avexa Limited are considered to be independent when they are independent of management and free from any
business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere
with the exercise of their unfettered and independent judgement.
In the context of Director independence, materiality is considered from both the Group and individual Directors perspective.
The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to
be quantitatively immaterial if it is equal to or less than 5 per cent of the appropriate base amount. It is presumed to be material
(unless there is qualitative evidence to the contrary) if it is equal to or greater than 10 per cent of the appropriate base amount.
Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature
of the relationship and the contractual or other arrangements governing it and other factors that point to the actual ability of the
Director in question to shape the direction of the Groups loyalty.
The Board has considered the independence of each of the Avexa Directors within the framework of the ASX Recommendations,
and in accordance with the definition of independence above, and the materiality thresholds set, each of the Directors of Avexa
(including the chair) are considered to be independent.
50
The Board continually assesses the composition of the Board and endeavours to ensure that it reflects an appropriate mix of
expertise, knowledge of Avexas operations and independence. The size of the Board is currently considered optimal, as a small
Board facilitates efficient decision-making and is appropriate for a company of Avexas size.
Board Processes
The Board generally holds 11 scheduled meetings per annum plus any other meetings as necessary to deal with specific matters.
Agendas for Board meetings are prepared in conjunction with the Chairman, interim CEO and Company Secretary, with standing
items comprising minutes, matters arising from previous meetings, Occupational Health and Safety Report, CEO and Finance
Reports. Executives are invited to present the CEO and Finance Reports and papers are circulated in advance in all but exceptional
circumstances.
Each Director of Avexa has the right to seek independent professional advice at the Companys expense with the approval of the
Chairman not to be withheld except in case of an unreasonable request, and to seek independent legal and other professional
advice at the Companys expense concerning any aspect of the Companys operations or undertakings in order to fulfil his or her
duties and responsibilities as a Director.
Each Director is also indemnified under the Companys Constitution and under separate deeds of indemnity and has the right of
access to all relevant Company information and Executives, and to continuing education opportunities to update and enhance their
skills and knowledge.
51
The Board, with the assistance of the Nominations and Remuneration Committee, oversees the performance evaluation of the
interim CEO, Dr Jonathan Coates and other Senior Executives. The evaluation is based on specific criteria, including the business
performance of the Company, whether strategic objectives are being achieved and the development of management and personnel.
This evaluation generally occurs on an annual basis or more often, where required. A performance evaluation for the interim CEO and
other Senior Executives occurred in August 2013 basis on performance against KPIs previously set for the 12 month period ending
30 June 2013. The Board also notes that the size of the Company and the Executive team is such that performance is able to be
monitored on an ongoing basis. The Board notes that it is currently in the process of setting KPIs for each of the Senior Executives
for the period ending 30 June 2014 a process which began in August 2013.
Board Committees
At the commencement of operations in 2004 the Board established an Audit Committee and in 2008 established a Remuneration
and Nominations Committee.
For details on the number of meetings of the committee meetings held during the year and the attendees at those meetings,
refer to the Directors Report.
The Audit Committee in general is responsible for any matters relating to the assets and financial affairs of Avexa, internal controls,
ethical standards and to the Companys external or internal audit functions. The Audit Committees specific responsibilities (which
have been delegated to it by the Board) include:
monitoring and reviewing the integrity of financial statements and the effectiveness of internal financial controls;
making recommendations to the Board in relation to the appointment of external auditors and approving the
remuneration and terms of their engagement;
reviewing risk management and internal compliance, business processes and control systems; and
monitoring and reviewing the independence, objectivity and competency of internal and external auditors.
The Remuneration and Nomination Committee in general is responsible for the selection and appointment of new Directors, Board
and Committee composition and succession planning and performance evaluation of Directors and Senior Executives. A key role
of the Remuneration and Nomination Committee is ensuring that the Board is appropriately structured and comprised of individuals
who are best able to discharge the responsibilities of Directors. In doing so, the Remuneration and Nomination Committee has
regard to, amongst other things, the size, composition, diversity and skills required by the Board to enable it to fulfil its responsibilities
to shareholders having regard to its current activities and the extent to which the required knowledge, experience and skills are
represented on the Board.
In respect of human resources policies and initiatives, it is responsible for the structure of a Performance Management and
Development System (PMDS).
The PMDS structure is designed to provide employee remuneration which is competitive, equitable, sufficiently attractive to attract
and retain high quality employees and provide adequate incentive for all staff to actively pursue the achievement of the Companys
long term strategic objectives.
Each committees charter is posted on the corporate governance section of Avexas website. Each committee comprises the following
Non-Executive, independent Directors:
Mr Iain Kirkwood (Chairman of the Audit and Risk Committee);
Mr Bruce Hewett (Chairman of the Remuneration and Nomination Committee); and
Mr Allan Tan.
52
All of the members of both the Remuneration and Nomination Committee and the Audit Committee are independent Directors.
Details of Directors qualifications and attendance at committee meetings are set out in the Directors Report.
The Board recognises the Corporate Governance Councils recommendation that the Audit Committee should be chaired by an
independent Chair who is not also the Chair of the Board. The Board also recognises that, since April 2011, when Mr Kirkwood
was appointed as Chair of the Board, he is responsible for chairing both the Board and the Audit Committee.
While the Board will continue to keep this issue under review, at this time the Directors believe that, given his skills and expertise in
relation to finance matters, Mr Kirkwood remains the most appropriate person to Chair the Audit Committee. The Board believes that
having Mr Kirkwood as the Chair of the Audit Committee better safeguards the integrity of the Companys financial reporting structure
and outweighs the benefits of having an independent Chair who is also not Chair of the Board. Further, given the Companys size and
available cash resources, the appointment of additional independent Directors is not considered to be appropriate at this time. The
Board also considers that Mr Kirkwood brings quality and independent judgement to his role as Chair of the Audit Committee.
The Board requires the interim CEO of Avexa and the Financial Controller to provide written assurances to the Board in respect of
the accuracy and compliance of Company financial reports and of the integrity of the risk management and internal compliance and
control systems as part of the management sign-off process for Avexas half year and full year financial statements. The interim CEO
of Avexa and the Financial Controller have reported to the Board as the effectiveness of the implementation of the Companys risk
management and internal control systems.
53
Risk
The Board has continued its proactive approach to risk management. The identification and effective management of risk, including
calculated risk-taking is viewed as an essential part of the Companys approach to creating long term shareholder value.
Implementation of the risk management system and day-to-day management of risk is the responsibility of the interim CEO, with the
assistance of senior management. The interim CEO is responsible for regularly reporting directly to the Board on all matters associated
with risk management, including whether the Companys material business risks are being managed effectively. In fulfilling his duties,
the interim CEO has unrestricted access to company employees, contractors and records and may obtain independent expert advice
on any matter he believes appropriate, with the approval of the Board.
The Board is responsible for overseeing the establishment and implementation of effective risk management and internal control
systems to manage the Companys material business risks and for reviewing and monitoring the Companys application of these
systems. In doing so the Board has taken the view that it is crucial for all Board members to be a part of this process and as such,
has not established a separate risk management committee.
In addition, the Company maintains a number of policies and practices designed to manage specific business risks. These include:
Audit Committee and Audit Committee Charter;
insurance programs;
regular budgeting and financial reporting;
clear limits and authorities for expenditure levels;
procedures/controls to manage environmental and occupational health and safety matters;
procedures for compliance with continuous disclosure obligations under the ASX Listing Rules; and
procedures to assist with establishing and administering corporate governance systems and disclosure requirements.
The Companys risk management system is an ongoing process. It is recognised that the level and extent of the risk management
system will evolve commensurate with the evolution and growth of the Companys activities. Further information on financial risk
management is outlined in Note 23 to the financial statements.
For the purposes of assisting investors to understand better the nature of the risks faced by Avexa Limited, the Board has prepared
the following list of operational risks as part of the Principle 7 disclosures. However the Board notes that this does not necessarily
represent an exhaustive list and that it may be subject to change based on underlying market events:
inherent uncertainties that exist in any development/commercialisation programme for new drugs;
ability to raise sufficient funds (via the debt or equity capital markets) to fund the Companys initiatives and programmes;
the intellectual property of the Company may become subject to adverse claims; and
the market performance of the Companys liquid strategic investments.
As part of its duties, the Companys internal audit function conducts a series of risk-based and routine reviews based on a plan
agreed with management and the Audit Committee with the objective of providing assurance on the adequacy of the Companys
risk framework and the completeness and accuracy of risk reporting by management.
54
In accordance with section 295A of the Corporations Act, the interim CEO and Financial Controller have provided a written statement
to the Board that:
Their view provided on the Companys financial report is founded on a sound system of risk management and internal compliance
and control which implements the financial policies adopted by the Board.
The Companys risk management and internal compliance and control system is operating effectively in all material respects.
The Board agrees with the views of the ASX on this matter and notes that due to its nature, internal control assurance from the interim
CEO and Financial Controller can only be reasonable rather than absolute. This is due to such factors as the need for judgement, the
use of testing on a sample basis, the inherent limitations in internal control and because much of the evidence available is persuasive
rather than conclusive and therefore is not and cannot be designed to detect all weaknesses in control procedures.
External Auditors
KPMG has been Avexas external auditor since the Companys incorporation in April 2004, and meets with the Audit and Risk Committee
at least three times each year. KPMG will be requested to attend the annual general meeting and to be available to answer shareholder
questions about its audit of the Companys financial statements.
The Company has an Auditor Independence Policy.
Shareholder Communications
Pursuant to Principle 6, Avexa acknowledges the need to promote effective communications with shareholders and to encourage
effective participation at general meetings and has adopted the following strategy:
shareholder meetings are structured to provide effective communication to shareholders and allow reasonable opportunity
for informed shareholder participation;
the external auditor attends the annual general meeting (AGM) and is available to respond to shareholder questions;
the Companys Annual Report is available (at the shareholders option);
in addition to the Annual Report, the Company issues a report with the release of the half-year and full-year financial results;
the Company posts on its website all relevant announcements made to the market (including information used for analyst
briefings and press releases) after they have been released to the ASX; and
shareholder questions may be posed to the Company via email communication (please refer to the Companys website)
or by written correspondence or telephone to the Company Secretary.
The Companys website www.avexa.com.au has a dedicated investor relations section for the purpose of publishing all important
company information and relevant announcements made to the market.
The external auditors are required to attend the annual general meeting and are available to answer any shareholder questions
about the conduct of the audit and preparation of the audit report.
55
Executive Remuneration
It is the Companys objective to provide maximum stakeholder benefit from the retention of a high quality Board and Executive team
by remunerating Directors and key Executives fairly and appropriately with reference to relevant employment market conditions. To
assist in achieving this objective, the Remuneration Committee links the nature and amount of Executive officers remuneration to the
Companys financial and operational performance. The expected outcomes of the remuneration structure are:
retention and motivation of key Executives;
attraction of high quality management to the Company; and
performance incentives that allow Executives to share in the success of Avexa Limited.
For a full discussion of the Companys remuneration philosophy and framework and the remuneration received by Directors and
Executives in the 12 month period ending 30 June 2013 (including all monetary and non-monetary components) please refer to
the Remuneration Report, which is contained within the Directors Report.
There is no scheme to provide retirement benefits to Non-Executive Directors.
The Board has adopted a policy of prohibiting the entry by the Directors or any Senior Executive into transactions in associated
products which limit the economic risk of participating in unvested entitlements under any equity based remuneration scheme.
The Board is responsible for determining and reviewing compensation arrangements for the Directors themselves, the interim
CEO and Executive team, which it does primarily through the Remuneration and Nomination Committee.
Diversity
Avexa is committed to workplace diversity and has had in place a formal diversity policy since June 2011.
The Board recognises the benefits of diversity where people from different backgrounds can bring fresh ideas and perceptions
which make the way work is done more efficient; and products and services more valued.
Diversity includes, but is not limited to, gender, age, ethnicity, religion and cultural background. Diversity also encompasses the
many ways people differ in terms of their education, life experience, job function, work experience, personality, location, marital
status and carer responsibilities.
Diversity at Avexa is about the commitment to equality and the treating of all individuals with respect.
Avexa understands that the wide array of perspectives resulting from such diversity promotes innovation and business success
which creates value for our customers and shareholders.
56
To the extent practicable, having regard to Avexas size and stage of development, Avexa supports and will address
the recommendations and guidance provided in the ASX Corporate Governance Principles and Recommendations.
Measures designed to promote diversity at Avexa include:
Career Development and Promotion: Avexa facilitates equal employment opportunities based on relative ability, performance
or potential. This is exemplified by the gender diversity in management. All employees are treated fairly and evaluated objectively.
Safe Work Environment: Avexa helps to build a safe work environment by taking action against inappropriate workplace and
business behaviour that does not value diversity including discrimination, harassment, bullying, victimisation and vilification.
Flexibility in the Workplace: Avexa has a culture which takes account of domestic responsibilities of its employees.
The Diversity Policy provides for the Board to develop an appointment process for future Directors that takes diversity of background
into account to fit and enhance the Boards skills matrix.
In order to promote the specific objective of gender diversity, the Diversity Policy requires that the selection process for Board
appointments must involve the following steps:
a short-list identifying potential candidates for the appointment must be compiled and must include at least one female candidate; and
if, at the end of the selection process, a female candidate is not selected, the Board must be satisfied that there are objective
reasons to support its determination.
The Avexa Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the
senior level of Avexas management. While there is currently no gender diversity on the Board, the Board is made up of individuals
from various professions, cultures, and backgrounds. The Board has not determined to adopt a particular mix of skills and diversity
for which the Board is looking to achieve by way of Board composition preferring to have regard to:
the need for independence;
the strategic direction and progress of the Company; and
the geographic spread and diversity of the Companys business.
The Company aims to achieve an appropriate mix of diversity on its Board, in senior management and throughout the organisation.
The Board has determined that no specific measurable objectives will be established until the number of employees and level of
activities of the Company increases to a level sufficient to enable meaningful and achievable objectives to be developed.
The proportion of women in the organisation, Senior Executive positions and the Board during the reporting period is as follows:
Number
Proportion (%)
Women in Organisation
3
43
57
Shareholder Information
Share Capital
As at 8 October 2013 the share capital of the Company was:
Issued and paid up capital: 847,688,779 ordinary shares.
Number
847,688,779
Avexa Limited ordinary shares have been traded on ASX Limited since 23 September 2004 and trade under the ASX code AVX.
Melbourne is the Home Exchange. The Companys securities are not quoted on any other stock exchange.
Ordinary
Shares Held
144,500,564
40,122,662
33,735,733
31,187,991
29,035,000
13,303,782
12,644,936
11,094,056
10,876,285
10,000,000
8,000,000
7,795,000
7,200,000
7,047,215
6,740,000
6,635,715
6,142,246
5,280,000
5,135,923
5,122,398
401,599,506
Percentage of
Total Shareholding
17.05
4.73
3.98
3.68
3.43
1.57
1.49
1.31
1.28
1.18
0.94
0.92
0.85
0.83
0.80
0.78
0.72
0.62
0.61
0.60
47.38
Substantial Shareholders
The following information is extracted from substantial shareholding notices given to the Company up to 8 October 2013 by
shareholders who hold relevant interests in more than 5 per cent of the Companys voting shares.
Name
Mr Jonathan Keng Hock Lim
58
Ordinary
Shares Held
144,500,564
Percentage of
Total Shareholding
17.05
Holders
1,234
2,107
1,081
3,050
904
8,376
The number of shareholders as at 8 October 2013 with less than a marketable parcel of $500 worth of shares, based on the market
price as at the above date, was 6,142.
Officers
Interim Chief Executive Officer:
Company Secretary:
Dr Jonathan Coates
Mr Lee Mitchell
Registered Office
Avexa Limited
Suite 8, Level 1
61-63 Camberwell Road
Hawthorn East, Victoria 3123 Australia
Telephone +61 3 8888 1040
Facsimile +61 3 8888 1049
Share Registry
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford, Victoria 3067 Australia
Telephone 1300 850 505 or +61 3 9415 4000
Facsimile +61 3 9473 2500
Website www.computershare.com
Email [email protected]
Facsimile for receipt of 28 November 2013 Annual General Meeting correspondence only: +61 3 9473 2555.
59
Securityholder Information
You can gain access to your Securityholding information in a number of ways. The details are managed via the Companys registrar,
Computershare Investor Services and can be accessed as outlined below. Please note your Securityholder Reference Number (SRN)
or Holder Identification Number (HIN) is required for access.
Investor Relations
If you have any questions or issues regarding your shareholding or require hard copies of any information posted on Avexas website,
please contact the Company Secretary, Mr Lee Mitchell on +61 3 8888 1040.
60
Contents
Chairmans Report 1
Directors Report 2
Remuneration Report 9
Lead Auditors Independence Declaration 16
Statement of Comprehensive Income 17
Statement of Changes in Equity 18
Statement of Financial Position 19
Statement of Cash Flows 20
Notes to the Financial Statements 21
Directors Declaration 43
Independent Auditors Report 44
Corporate Governance Statement 46
Shareholder Information 58
Annual Report
2013
www.avexa.com.au
DEVELOPING
OUR
PORTFOLIO
OF DRUG
ASSETS