M a c q u a r ie G r o u p 2 0 1 4 A n n u a l F in a n c ia l R e p o r t 2014 Annual Financial Report macquarie.com.au Macquarie Group Macquarie Group LiMited ACN 122 169 279 the Holey dollar Macquarie Group contact details 2014 annual Financial report In 1813 Governor Lachlan Macquarie Macquarie Group Limited’s 2014 Annual Report consists of Macquarie Group Head Office two documents – the 2014 Annual Review and the 2014 Annual No.1 Martin Place overcame an acute currency shortage Financial Report. Sydney NSW 2000 by purchasing Spanish silver dollars This 2014 Macquarie Group Annual Financial Report complies Australia (then worth five shillings), punching with reporting requirements and contains the statutory Tel: +61 2 8232 3333 financial report. It includes Macquarie’s Corporate Governance the centres out and creating two new Statement, the Directors’ Report including the Remuneration Registered Office coins – the ‘Holey Dollar’ (valued at Report and the full financial statements. Macquarie Group Limited Level 7, No.1 Martin Place five shillings) and the ‘Dump’ (valued The 2014 Annual Review contains a report from the Chairman and Managing Director on Macquarie’s business and Sydney NSW 2000 at one shilling and three pence). operational highlights. It is not a concise report prepared under Australia section 314 (2) of the Corporations Act. Macquarie Group has This single move not only doubled not prepared a concise report for the 2014 financial year. Tel: +61 2 8232 3333 Fax: +61 2 8232 4330 the number of coins in circulation but If you would like a copy of the 2014 Annual Review increased their worth by 25 per cent please call us on +61 2 8232 0032 or visit macquarie.com.au/investorrelations. and prevented the coins leaving the colony. Governor Macquarie’s creation 2014 annual General Meeting of the Holey Dollar was an inspired Macquarie Group’s 2014 Annual General Meeting will be held at solution to a difficult problem and 10:30am on Thursday 24 July 2014 at the Sheraton on the Park for this reason it was chosen as the (Grand Ballroom), 161 Elizabeth Street, Sydney, NSW 2000. symbol for Macquarie Group. Details of the business of the meeting will be contained in the Notice of Annual General Meeting, to be sent to shareholders separately. The Macquarie name and Holey Dollar device are registered trade marks of Macquarie Group Limited. Macquarie Group Limited and its subsidiaries 2014 Annual Financial Report macquarie.com.au Macquarie Group Limited 2 014 Annual Financial Report Corporate Governance Statement 3 Diversity Report 11 Environmental, Social and Governance Report 14 Risk Management Report 23 Directors’ Report 37 – Remuneration Report 45 – Schedule 1 88 – Schedule 2 93 Financial Report 94 – Income Statements 95 – Statements of comprehensive income 96 – Statements of financial position 97 – Statements of changes in equity 98 – Statements of cash flows 100 – Notes to the financial statements 102 – Directors’ declaration 212 – Independent auditor’s report 213 Ten year history 215 Additional investor information 216 Glossary 225 1 Macquarie Group Limited and its subsidiaries 2014 Annual Financial Report macquarie.com.au This page has been intentionally left blank. 2 Corporate Governance Statement company has followed the governance recommendations of Macquarie’s approach to Corporate the ASX Corporate Governance Council (ASX Governance Recommendations) during the reporting period. Macquarie's Macquarie’s approach to governance, which has remained corporate governance remains consistent with the ASX largely consistent over time, is to: Recommendations. A summary of the ASX – promote the long term profitability of Macquarie while Recommendations and reference to the applicable prudently managing risk Macquarie governance practice is available on Macquarie’s – drive superior and sustainable shareholder value over website at macquarie.com.au the long term through the alignment of the interests of Macquarie as a non-operating holding company of a shareholders and staff licensed Australian bank, Macquarie Bank Limited – meet stakeholder expectations of sound corporate (Macquarie Bank), is regulated by the Australian Prudential governance as part of Macquarie’s broader Regulation Authority (APRA). APRA’s prudential standards responsibility to clients, shareholders, investors and include governance requirements. Macquarie also has the communities in which it operates. subsidiaries that are supervised by regulators in the overseas Macquarie recognises that a key factor in delivering long jurisdictions in which they operate. The notes to Macquarie’s term shareholder returns is providing superior services to financial statements include a list of material subsidiaries of clients. Macquarie recruits high quality staff and expects the company. staff to uphold the company’s Goals and Values. Macquarie's corporate governance framework continues to evolve to respond to regulatory changes in the global Macquarie Group Limited (Macquarie) is a global financial markets in which it operates. services provider and its shares are listed on the Australian Securities Exchange (ASX). As an ASX-listed company, Macquarie is required to report on the extent to which the Corporate Governance framework 3 M acquarie Group Limited and its subsidiaries 2014 Annual Financial Report macquarie.com.au Corporate Governance Statement continued Board oversight Director Independence The primary role of the Board is to promote the long-term Macquarie recognises that independent directors have an health and prosperity of Macquarie. The Macquarie Board important role in assuring shareholders that the Board is consists of eleven Voting Directors, ten of whom are able to act in the best interests of Macquarie and independent. Kevin McCann, an Independent Director, is independently of Management. Chairman. Nicholas Moore, Macquarie’s Managing Director The independence of directors is reviewed annually by the and Chief Executive Officer (CEO), is the only executive Board Governance and Compliance Committee (BGCC). Board member. Based on Macquarie’s criteria for assessing director During the year, Gary Banks, Patricia Cross and Nicola independence, each independent director is asked to Wakefield Evans were appointed to the Board, and confirm whether they have any material interests or Catherine Livingstone and John Niland retired on 25 July relationships with Macquarie, other than as a director. 2013 and 31 December 2013, respectively. Schedule 1 of At its meeting in March 2014, the BGCC determined that the Directors' Report includes when each Voting Director while some Directors noted commercial relationships joined the Board. between Macquarie and other large companies of which The table below sets out the current composition of the they are a director as well as professional service providers Board and the membership of each Board Committee. of which, within the last three years, they were a partner, Details of each Voting Director’s experience are summarised there were no interests or relationships that could interfere in Schedule 1 of the Directors’ Report. with the Non-Executive Director's ability to act in the best interests of Macquarie and independently of Management. Macquarie’s Constitution sets out requirements concerning Each Director's experience and directorships are set out in the setting of board size, meetings, election of directors Schedule 1 of the Directors' Report. The BGCC confirmed and the powers and duties of directors. In accordance with that, excluding the CEO, all directors continued to be the Constitution, the Board has resolved that the maximum independent. number of Voting Directors is currently eleven. The criteria used to assess independence, including A copy of the Constitution is available on Macquarie’s guidance for determining materiality, are reviewed annually website. and are available on Macquarie’s website. Decision-making authority Directors are able to consult independent experts at Macquarie’s expense, subject to the estimated costs The Board has reserved certain matters for its approval being approved by the Chairman in advance as being and has delegated specific authorities to its various reasonable, and also have unlimited access to senior Board Committees. The Managing Director, who is also management of Macquarie. Macquarie’s CEO, has been granted general authority for those matters not reserved for the Board or a Board Board Committees Committee. Macquarie’s Executive and Operations Review Committees, appointed by the Managing Director, operate Macquarie’s five standing Board Committees assist the as management committees to assist in the exercise of the Board in its oversight role. Each Board Committee has an Managing Director’s delegated authority. independent director as its Chairman. All Board members are sent Board Committee meeting agendas and may attend The CEO, the Chief Risk Officer and the Chief Financial any Board Committee meetings. Subsequent to each Board Officer report to the Board at each monthly Board meeting. Committee meeting, the minutes are included in the Board In addition to regular reporting from Management, the Board papers and presented to the Board by the respective Board has unlimited access to senior management as well as Committee Chairmen. external advisers. The Audit, Governance and Compliance, Nominating and The Board Charter, which is available on Macquarie’s Remuneration Committees comprise members who are website, details the Board’s role and responsibilities and its independent directors. The Board Risk Committee includes relationship with Management. all members of the Board and the Managing Director of Macquarie Bank to focus appropriate attention on the oversight of risk. Members’ attendance at Board and Board Committee meetings during the past year is set out at the beginning of the Directors’ Report. The Board Committee Charters, detailing the responsibilities of each Committee and how they exercise their authority, are available on Macquarie’s website. 4 Board and Board Committee membership Governance Macquarie and Board Audit Compliance Nominating Remuneration Risk Macquarie Independent Directors Kevin McCann AM* Chairman Chairman Member Member Gary Banks AO Member Member Member Michael Coleman Member Chairman Member Member Patricia Cross Member Member Member Chairman Diane Grady AM Member Member Member Member Michael Hawker AM Member Member Chairman Member Member Peter Kirby Member Member Member Member Helen Nugent AO Member Member Chairman Member Nicola Wakefield Evans Member Member Member Peter Warne Member Member Member Member Macquarie Managing Director and Chief Executive Officer Nicholas Moore Member Member Macquarie Bank Managing Director and Chief Executive Officer Greg Ward Member * The Chairman attends meetings of Board Committees of which he is not a member. 5 M acquarie Group Limited and its subsidiaries 2014 Annual Financial Report macquarie.com.au C orporate Governance Statement continued determines that extending the term will be of significant Allocation of responsibilities between benefit to Macquarie. Previously independent directors were Board Committees appointed for a maximum term of 12 years or the end of their Primary responsibility for ensuring an appropriate risk final three year term. management framework, including the establishment of policies for the control of risk, lies with the Board Risk Board performance Committee. The Board Risk Committee receives information Director induction and development on the risk profile and policy framework of the Group and external developments that may have an impact on the All new Directors undertake an induction program to effectiveness of the risk management framework. It also familiarise themselves with Macquarie, its Board practices approves significant changes to risk management policies and procedures and prudential requirements. In addition to and the framework. briefings with members of senior management, Non- Executive Directors (NEDs) identify business awareness The Board Audit Committee (BAC) assists the Board with needs on an ongoing basis and regular board education its oversight of the integrity of the financial statements sessions are held during the year. including compliance with the requirements of the Corporations Act 2001 (Cth) (the Act) as well as other The Board and Directors mandatory professional reporting requirements. In addition, The Board reviews its performance and the performance of it is responsible for reviewing the adequacy of the each Director on an annual basis with emphasis on those Group’s financial regulatory reporting control framework to individual Directors who are required to stand for re-election banking regulators and monitoring the internal control at the next Annual General Meeting. The process for environment. To assist with its role of monitoring the internal conducting the review is agreed by the Board. Typically the control environment, the BAC reviews reports from business process includes individual interviews by the Chairman or an operational risk managers, the external auditor and Internal external facilitator with each Director, and the use of a Audit referring matters relating to the duties and questionnaire to cover matters such as: responsibilities of the Board Risk Committee and Board – the Board’s contribution to developing strategy Governance and Compliance Committee to the appropriate and policy Committee. – the Board’s performance relative to its objectives The Board Remuneration Committee (BRC) makes – interaction between the Board and Management and recommendations to the Board that promote appropriate between Board members remuneration policies and practices for the Macquarie – the Board’s oversight of business performance and Group consistent with Macquarie Group’s risk compliance, risk controls and management management framework. The BRC is responsible for – Board composition, including consideration of relevant liaising with the Board Risk Committee to ensure there skills and structure is effective coordination between the two Committees to – the operation of the Board, including the conduct of assist in producing a properly integrated approach to Board meetings and group behaviours. remuneration that reflects prudent and appropriate risk. The A nominated independent Director or an external facilitator BRC is also responsible for liaising with the BAC in relation to provides feedback to the Chairman on the Chairman’s remuneration related disclosures in the remuneration report. performance based on discussion with the other The Board Governance and Compliance Committee independent Directors. A written report summarising the (BGCC) has responsibility for recommending to the Board results, issues for discussion and recommendations is the most appropriate corporate governance policies for the presented to the Board and discussed at a Board meeting. Macquarie Group and for assisting the Board in fulfilling its The Board’s review for 2014 is being conducted internally in responsibility for oversight of the compliance practices of the accordance with the process described above. Group. In addition, it has oversight of Macquarie’s work health and safety practices and environmental and social risk Board Committees policies. Each Board Committee undertakes a periodic review of its The Board Nominating Committee is responsible for performance, at least biennially. The process for the review assisting the Board in maintaining a diverse board that also includes use of a questionnaire and discussion of the contributes to the successful oversight and stewardship of outcomes, including recommendations, which is led by the Macquarie and has an appropriate mix of skills and Chairman of the Board Committee. During the year, four experience to be an effective decision-making body. Board Committees undertook an evaluation of their performance. Macquarie’s Policy on Board Renewal and Appointment of Directors sets out the fundamental factors relevant to the A summary of the processes adopted by Macquarie for selection and appointment of new Directors and is available Board and Key Executive Performance Review is available on on Macquarie’s website. Under the policy, which was Macquarie’s website. amended during the year, new Non-Executive Directors are appointed for three 3-year terms from first election by shareholders. The Board has discretion to extend a Non- Executive Director's term of appointment if the Board 6 Performance of key executives Integrity office Formal processes have been adopted by Macquarie to Macquarie staff are expected to uphold, and are supported review the performance of Macquarie’s most senior in, maintaining the highest standards. executives. The BGCC oversees the process for the CEO’s Macquarie established the position of Integrity Officer in annual performance review. Oversight of this process will 1998. The Integrity Officer acts as an independent point of transfer to the BRC for Macquarie's 2015 financial year. contact for staff on integrity issues and works to ensure, As part of the annual review, the CEO prepares a formal through training and awareness, that all Macquarie business report on his performance and presents to the NEDs. The is conducted in accordance with sound ethical practices and NEDs review performance by considering a range of the Goals and Values of the organisation. Supporting the indicators including financial performance measures, group-wide Integrity Officer are regional Integrity Officers performance against peers, operational and strategic located in key areas around the globe. initiatives, cost management initiatives, financial The group-wide Integrity Officer reports directly to the CEO management, prudential and compliance matters, risk and provides an annual report on the activities and management, human resources matters, upholding developments of the Integrity Office to the BGCC. Macquarie's Goals and Values, reputation management and monitoring, and community and sustainability matters. A Further information about the role of the Integrity Officer similar process is also followed to review the performance of and activities of the Integrity Office is provided in the the CEO of Macquarie Bank. Sustainability section of the Annual Financial Report. The CEO evaluates, at least annually, the performance of the Dealing with potential conflicts Operating Group Heads, including the Chief Risk Officer Failure to identify a conflict of interest before entering into (CRO) and the Chief Financial Officer. Performance criteria a transaction, undertaking any dealing (either directly with vary according to the individual’s role. Factors relevant to clients or otherwise), or undertaking any fiduciary role, can assessing performance include (as appropriate) financial give rise to considerable harm to Macquarie’s relationship performance, risk management, business leadership and with clients and its reputation. people and organisational leadership. The CEO reports to the BRC on the performance of these key executives and Macquarie has systems and protocols in place to identify a recommends individual senior executive remuneration for conflict of interest and a framework for managing conflicts. Board approval. It is the responsibility of each business head to ensure that conflicts of interest are adequately managed and that their The Board and Management seek to ensure that business is conducted in accordance with applicable laws, remuneration for the CRO is determined in a way that regulations, rules and statements of regulatory policy. preserves the independence of this function and maintains Macquarie’s robust risk management framework. Macquarie has adopted a variety of measures to manage conflicts of interest, including Macquarie-wide policies and A performance evaluation for senior executives has taken divisional policies, systems, lists, information protocols place during the year in accordance with the process and appropriate disclosures. The appropriate mechanism described above. Further detail on the remuneration policy to manage a conflict will depend on the circumstances and and performance review for Executive Key Management nature of the conflict. Conflict management arrangements Personnel is found in the Remuneration Report in the at Macquarie are subject to the oversight function of the Directors’ Report. Compliance division within the Risk Management Group. Ethical and responsible decision making The Board has guidelines for its members for declaring and Code of Conduct dealing with potential conflicts of interest that include: Macquarie has adopted a Code of Conduct that – Board members declaring their interests as required under the Corporations Act, the ASX Listing Rules and incorporates Macquarie’s Goals and Values. The Code of general law requirements Conduct is also reflected in, and supported by, a broad range of Macquarie’s internal policies and practices. – Board members with a material personal interest in a matter before the Board do not receive the relevant The Code of Conduct, which is endorsed by the Board, is Board paper and are not present at a Board meeting intended to provide staff with an understanding of their during the consideration of the matter and subsequent responsibility to uphold the following goals and values to vote, unless the Board (excluding the relevant Board which Macquarie aspires: Integrity, Client commitment, Strive member) resolves otherwise for profitability, Fulfillment for our people, Teamwork and – Board members with a conflict not involving a material Highest standards. It also details standards and expectations personal interest may be required to absent themselves regarding conflicts of interest, disclosure and corruption, to from the relevant deliberations of the Board. ensure that the highest standards are maintained and Macquarie’s reputation is protected and enhanced. A copy of the Code of Conduct is available on Macquarie’s website. 7 M acquarie Group Limited and its subsidiaries 2014 Annual Financial Report macquarie.com.au C orporate Governance Statement continued Macquarie Bank is a subsidiary of Macquarie, and the Corporate governance in Macquarie-managed Macquarie Bank Board is ultimately responsible for the funds sound and prudent management of Macquarie Bank, Macquarie’s expertise in managing fund assets and sourcing with due consideration for the interests of deposit holders. new value-adding opportunities is a key attraction for Where potential conflicts arise, Management will ensure investors in Macquarie-managed funds (Funds). that Directors of the relevant Board have sufficient information to manage conflicts appropriately. The Macquarie-managed funds’ governance standards adopt an appropriate governance framework to ensure that Staff and Director trading key decisions are taken in the best interests of investors Macquarie’s personal dealing policies apply to Directors consistent with the fund’s mandate and regulatory and all Macquarie staff. They identify the principles by which requirements. Macquarie balances personal investment interests against The key elements of Macquarie’s corporate governance the responsibility of Macquarie and its staff to ensure that all framework for Funds are: personal dealing and investment activities are conducted appropriately. Key aspects of Macquarie’s personal dealing – appropriate management of conflicts of interest arising policies include: between a Fund and its related parties. Related party transactions should be identified clearly, conducted on – pre-clear securities trading: Directors and staff must arm’s length terms and tested by reference to whether pre-clear their securities trading with Macquarie they meet market standards. Decisions by listed Funds – trading windows: Generally, Directors and staff may about transactions with Macquarie or its affiliates should only trade in Macquarie securities and related be made by parties independent of Macquarie derivatives during designated trading windows. These are typically of three to five weeks duration and follow – appropriate resourcing of funds management businesses. In particular: Macquarie’s announcement of its interim and full year results and after the Annual General Meeting (AGM) — staff involved in managing a Fund should be dedicated to the relevant funds management – excluded dealings: Certain types of transactions such business, rather than to advisory or other activities as acquisition of securities under an employee share — all recommendations to Fund boards (and plan or participation in the dividend reinvestment plan supporting information) should be prepared or may be effected outside a trading window without reviewed by funds management staff pre-clearance — each listed Fund that invests in operating assets or – trading prohibition while in possession of material businesses should have its own managing director non-public price-sensitive information: In all cases or chief executive officer and a majority of Macquarie prohibits Directors and staff from dealing independent directors on the Fund board in any security, including a Macquarie security, if they — Chinese Walls operate to separate Macquarie’s possess non-public price-sensitive information about corporate finance, advisory and equity capital or affecting the relevant security markets businesses from its funds management – deferred and unvested equity awards, retained shares businesses. and minimum shareholding requirements cannot be Sustainability, diversity and the community hedged: Staff are not permitted to undertake any action that is designed to limit their exposure to Macquarie Macquarie’s Board and Management view the commitment shares that are subject to retention arrangements, or to sustainability and Environmental, Social and Governance their deferred and unvested equity awards. NEDs may (ESG) performance as part of their broader responsibility to not enter into a transaction that operates to limit the clients, shareholders and the communities in which economic risk of their Macquarie shareholding below Macquarie operates. their minimum shareholding requirement Macquarie’s approach is detailed in the ESG Report in the – net short positions not permitted: Directors and staff are Annual Financial Report. Macquarie has continued efforts to: not permitted to take net short positions in Macquarie manage ESG risks in its business activities; advance shares or any securities in Macquarie-managed funds. environmental management; and pursue investments, Macquarie's Trading Policy sets out the restrictions that markets and products with an ESG focus, including in apply to dealing in Macquarie securities by Macquarie staff, renewable energy and energy efficiency. Macquarie values including Key Management Personnel, and is available on its its people and continues to invest in the development and website. well-being of its diverse talent base. A Global Reporting Initiative (GRI) index is available on Macquarie's website. The Each member of the Board is encouraged to consider diversity of our people remains fundamental to Macquarie’s positions in a Macquarie security as a long term investment success. Macquarie’s Workforce Diversity Policy defines and is not permitted to trade derivatives relating to a Macquarie’s diversity commitment and the structures in Macquarie security without the prior approval of the place to facilitate its realisation. Our approach to diversity is Chairman (or the CEO in the case of the Chairman). Board detailed in the Diversity Report in the Annual Financial members and Executive Committee members are also Report. required to annually disclose to Macquarie any financing arrangements relating to their Macquarie securities and manage their financing arrangements in accordance with Macquarie’s policies. 8