Tabcorp released its Preliminary Final Report (Appendix 4E) for the financial year ended
30 June 2008 to the Australian Securities Exchange on 7 August 2008.
In addition to that release, Tabcorp provides the following reports for lodgement:
1. Directors’ Report, including the audited Remuneration Report;
2. Audited Financial Report; and
3. Independent Audit Report.
Kerry Willcock
Executive General Manager – Corporate and Legal
Enc.
TABCORP HOLDINGS LIMITED
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT AND
FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2008
Corporate information
The Company is a company limited by shares that is incorporated and domiciled in Australia.
Stock exchange listings
The Company’s shares are quoted on the Australian Securities Exchange (ASX) under the code “TAH”.
In the United States of America, the Company's shares are traded in the form of sponsored American Depositary
Receipts (ADR).
Annual reports
The Company’s annual reports are available from the Company’s website at www.tabcorp.com.au.
Currency
References to currency are in Australian dollars unless otherwise stated.
Directors’ report
The Directors of the Company submit their report for the consolidated entity comprising the Company and its
controlled entities (collectively referred to as “the Tabcorp Group”) in respect of the financial year ended 30 June
2008.
1. Directors
The names and details of the Company’s Directors in office during the financial year and until the date of this
report (except as otherwise stated) are set out below.
Name Qualifications, experience and special responsibilities
Current
John Story Chairman since November 2007 and Non Executive Director since January 2004
Bachelor of Arts; Bachelor of Laws; Fellow of the Australian Institute of Company
Directors (AICD)
John Story was previously a Director of Jupiters Limited, acquired by the Tabcorp
Group in November 2003. He was a Partner of the law firm Corrs Chambers
Westgarth for 36 years until his retirement on 30 June 2006. He practised in the
areas of corporate and commercial law and served as the firm’s Queensland
Managing Partner and National Chairman. Mr Story is Chairman of Suncorp-Metway
Limited and a Director of CSR Limited. He is also Chairman of the Australian
Institute of Company Directors and a Member of the Senate of the University of
Queensland and Commissioner of the Public Service Commission (Queensland).
Mr Story is Chairman of the Tabcorp Nomination Committee. He is also a member
of the Tabcorp Audit Committee, the Tabcorp Remuneration Committee and the
Tabcorp Risk and Compliance Committee.
Elmer Funke Kupper Managing Director and Chief Executive Officer since September 2007
Bachelor of Business Administration; Master of Business Administration
Elmer Funke Kupper joined Tabcorp in February 2006. He commenced as Chief
Executive Australian Business and in March 2007 was appointed as Acting Chief
Executive Officer. In September 2007 he was appointed to the Board as Managing
Director and Chief Executive Officer.
Prior to joining Tabcorp he held several senior executive positions with the Australia
and New Zealand Banking Group, including Group Managing Director Asia Pacific
and Managing Director Personal Banking and Wealth Management. Previously Mr
Funke Kupper was a senior management consultant with McKinsey & Company and
AT Kearney. He is Chairman of the Australasian Gaming Council.
Anthony Hodgson AM Deputy Chairman and Non Executive Director since June 1994
Certificate of Commerce; Fellow of the Institute of Chartered Accountants in
Australia; Fellow of AICD
Tony Hodgson was the co-founder, and former Senior Partner, of the chartered
accounting firm Ferrier Hodgson. He is a member of the Advisory Board at PACT
Group Pty Ltd and a member of the Advisory Council at JP Morgan.
Mr Hodgson is a member of the Tabcorp Audit Committee, Tabcorp Nomination
Committee and the Tabcorp Risk and Compliance Committee.
Tabcorp Holdings Limited and its controlled entities 3
Name Qualifications, experience and special responsibilities
Paula Dwyer Non Executive Director since August 2005
Bachelor of Commerce; Fellow of the Institute of Chartered Accountants in Australia;
Fellow of AICD; Fellow of the Financial Services Institute of Australasia
Ms Dwyer is a Director of Suncorp-Metway Limited, Babcock and Brown Japan
Property Management Limited and Alpha Investment Management Pty Ltd. She is
also a Member of the Takeovers Panel. In the not-for-profit sector, she is a Director
of CCI Investment Management Limited and Vice President of the Baker Heart
Research Institute. Ms Dwyer is a former member of the Victorian Casino and
Gaming Authority and of the Victorian Gaming Commission from 1993 to 1995.
Ms Dwyer is Chairman of the Victorian Joint Venture Management Committee and
Chairman of the Tabcorp Audit Committee. She is a member of the Tabcorp
Nomination Committee, Tabcorp Remuneration Committee and the Tabcorp Risk
and Compliance Committee.
John O’Neill AO Non Executive Director since May 2008
Diploma of Law; Fellow of Australian Institute of Bankers; Foundation Fellow of
AICD
John O’Neill is Managing Director and Chief Executive Officer of Australian Rugby
Union Limited.
He is a former Chief Executive Officer of Football Federation Australia and was
Managing Director and Chief Executive Officer of the State Bank of New South
Wales and Chairman of the Australian Wool Exchange Limited.
Mr O’Neill is Chairman of the Tabcorp Risk and Compliance Committee and is a
member of the Tabcorp Audit Committee.
Zygmunt Switkowski Non Executive Director since October 2006
Bachelor of Science (Honors); PhD (Nuclear Physics); Fellow of AICD
Zygmunt Switkowski was the Chief Executive Officer and Managing Director of
Telstra Corporation Limited from 1999 to mid 2005, and is a former Chief Executive
Officer of Optus Communications. He worked for Kodak (Australasia) for 18 years,
serving as the Chairman and Managing Director from 1992-1996. Dr Switkowski is a
Director of Suncorp-Metway Limited and Healthscope Limited. He is also Chairman
of the Australian Nuclear Science and Technology Organisation and a Director of
Opera Australia.
Dr Switkowski is Chairman of the Tabcorp Remuneration Committee and is a
member of the Tabcorp Audit Committee and the Tabcorp Risk and Compliance
Committee.
Pending regulatory approval
Jane Hemstritch Will be appointed as a Non Executive Director following regulatory approval
Bachelor of Science (First Class Honors); Fellow of the Institute of Chartered
Accountants in Australia; Fellow of the Institute of Chartered Accountants in England
and Wales; Member of Chief Executive Women Inc.
Jane Hemstritch has experience across the financial services, telecommunications,
government, energy and manufacturing sectors. She was Managing Director - Asia
Pacific for Accenture Limited where she was a member of Accenture’s global
executive leadership team and headed up its business portfolio in Asia Pacific
spanning twelve countries. Mrs Hemstritch is a Director of the Commonwealth Bank
of Australia and a Director of The Global Foundation.
Tabcorp Holdings Limited and its controlled entities 4
Name Qualifications, experience and special responsibilities
Brett Paton Will be appointed as a Non Executive Director following regulatory approval
Bachelor of Economics; Member of the Institute of Chartered Accountants in
Australia; Fellow of the Financial Services Institute of Australasia
Brett Paton has been a leader in Australian capital markets for more than 28 years.
He has worked closely with company boards and management on various initial
public offerings, major raisings and merger and acquisition transactions. He was
Managing Director and Vice Chairman of Global Investment Banking at UBS and
was a Member of its Australian Executive Committee, Chairman of the Equity
Markets Committee and Chairman of the Capital Commitment Committee, its
underwriting committee.
Former
Michael Robinson AO (i) Chairman and Non Executive Director from June 1994 to November 2007
Bachelor of Laws
Michael Robinson was a Partner of the law firm Allens Arthur Robinson until his
retirement on 31 December 2003. He was Senior Partner of Arthur Robinson and
Hedderwicks from 1996 to 2001 and Managing Partner from 1980 to 1988. At the
time of his retirement at Tabcorp’s 2007 Annual General Meeting, he was a
consultant to Allens Arthur Robinson, a Trustee of the Epworth Medical Foundation
and a Director of the State Orchestra of Victoria, Clough Limited and the General Sir
John Monash Foundation.
Mr Robinson was Chairman of the Tabcorp Nomination Committee and was a
member of the Tabcorp Audit Committee, Tabcorp Remuneration Committee and
the Tabcorp Risk and Compliance Committee.
Philip Satre (i) Non Executive Director from June 2000 to November 2007
Bachelor of Arts; Juris Doctor
Philip Satre was Chairman of Harrah's Entertainment, Inc., one of the world's largest
gambling companies, from January 1997 to December 2004. At the time of his
retirement at Tabcorp’s 2007 Annual General Meeting, he was a Director of the
National Centre for Responsible Gaming (USA), Sierra Pacific Resources,
Nordstrom Inc. and Rite Aid Corporation, and a member of the Board of Trustees of
Stanford University.
Mr Satre was a member of the Tabcorp Audit Committee and the Tabcorp Risk and
Compliance Committee.
(i) Information was applicable at the time of retirement.
2. Changes to the Board’s composition
2.1. Appointments
John Story
Mr Story became Chairman of the Tabcorp Group on 26 November 2007 following Michael Robinson’s retirement
as Chairman and Non Executive Director. Mr Story has been a Non Executive Director since January 2004.
Elmer Funke Kupper
Mr Funke Kupper is Tabcorp’s Managing Director and Chief Executive Officer. Mr Funke Kupper commenced as
Managing Director on 6 September 2007, following the receipt of all necessary regulatory approvals for his role as
Director. Mr Funke Kupper was appointed as Chief Executive Officer on 13 July 2007, and was Acting Chief
Executive Officer during the previous four months.
John O’Neill
Mr O’Neill commenced as a Non Executive Director on 9 May 2008 following the receipt of all necessary
regulatory approvals.
