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SEEK Limited ABN 代寫

    Annual Report 2011
    SEEK Limited ABN 46 080 075 314
    Contents
    2 Chairman’s Letter
    4 CEO’s Review
    13 Directors’ Report
    42 Auditor’s Independence Declaration
    43 Corporate Governance Statement
    52 Financial Report
    53 Consolidated Income Statement
    54 Consolidated Statement of Comprehensive Income
    55 Consolidated Balance Sheet
    56 Consolidated Statement of Changes in Equity
    57 Consolidated Statement of Cash Flows
    58 Notes to the Financial Statements
    127 Directors’ Declaration
    128 Independent Auditor’s Report
    130 Shareholder Information
    132 Five Year Financial Summary
    IBC Corporate Directory
    Notice of Annual General Meeting
    The Annual General Meeting
    will be held at:
    Sofitel Melbourne
    The Fitzroy Ballroom
    Level 1
    25 Collins Street
    Melbourne, Victoria 3000
    Time: 3:00pm
    Date: 21 November 2011
    SEEK
    & you
    shall find
    SEEK Limited Annual Report 2011 2
    Chairman’s
    Letter
    Dear fellow Shareholder,
    I am very pleased to report that SEEK achieved
    another year of record financial results, maintaining
    its long-term growth trajectory and strengthening
    its strategic position.
    There were a number of factors which contributed
    to the strong performance in 2011. The key however
    has been the continued successful implementation of
    our strategic agenda. This agenda has ensured that we
    keep enhancing our service offerings domestically in
    Australia and New Zealand, and expanding our footprint
    across South East Asia, China, Brazil and Mexico. The
    successful execution of this strategy means that our
    services now have exposure to over 2 billion people.
    On a ‘look through’ basis 1 we are now a significant
    Group with revenue in excess of $557.6 million, EBITDA
    of $187.5 million and we have more than doubled in size
    over the period 2007 to 2011. This has been achieved
    as a result of the extensive investment we have made
    in our brand, our product and service offering to
    customers and students, our operational systems
    and our people. The careful planning and execution
    of our international investment objectives has also
    been integral to our success.
    Our core business remains domestic Employment.
    While still fragile following the global financial crisis,
    the global economic outlook showed some signs of
    improvement during 2011. As a result our domestic
    Employment business delivered solid financial results,
    increased its market leadership and achieved impressive
    results in key jobseeker audience and advertiser
    metrics. Our domestic Employment business is the
    number one online employment website in Australia
    and New Zealand, and as a result will benefit from
    the ongoing structural migration of employment
    advertising from print to online. The share of job ad
    spend currently residing in print is estimated to be
    in the range of $200–250 million. 2
    As part of our strategy we actively assess investment
    opportunities which will be value accretive to the Group.
    During 2011 we identified two such targets. Our
    investment in the first of these was announced on
    11 August 2010, and was the acquisition of a 40% stake
    in Online Career Centre Mexico SA de CV (OCC), the
    number one job board in the early stage Mexican
    market. OCC has delivered sound underlying results
    since acquisition.
    During the 2011 financial year, SEEK, together with
    Consolidated Media Holdings Limited, Macquarie Capital
    and Tiger Global, formed a new subsidiary, SEEK Asia
    Limited (SEEK Asia), with ownership interests of 68.96%,
    12.08%, 6.88% and 12.08% respectively. On 23 December
    2010 we announced the Group’s second acquisition of
    2011, being SEEK Asia’s purchase of a 40% interest in
    JobsDB Inc (JobsDB) the number one job advertisement
    board in key markets throughout South East Asia.
    SEEK Asia’s interest in JobsDB was increased to 60%
    on 5 May 2011 and then subsequently increased
    to 80% on 30 June 2011. We are very pleased with
    the relationships we have established with JobsDB
    management and we are keen to invest further in
    the early stage markets in which JobsDB operates.
    The acquisitions during 2011 increased our International
    portfolio to interests in five international employment
    businesses and exposure in some of the world’s largest
    emerging markets. Zhaopin, the Chinese Employment
    business in which we hold a 56.1% equity interest,
    achieved a very strong 2011 result and it was very
    pleasing to see it move to profit. The remaining two
    businesses in the International portfolio, Brasil
    Online and JobStreet, also continue to perform well.
    In total our International portfolio contributed an
    impressive $17.0 million to the Group’s 2011 NPAT
    (2010: $1.6 million) and dividends of $7.6 million (2010:
    $0.9 million) were received from these investments.
    Our International investments own and operate number
    one or number two online employment websites across
    a number of countries. These countries generally have
    low but increasing levels of internet penetration, fast
    urbanisation of labour forces, and are experiencing
    rapidly growing economies. The market opportunities
    in many of these countries are multiple times larger
    than Australia and New Zealand and will benefit from
    leveraging the expertise which SEEK has developed
    over the last decade.
    We have also been actively developing our Education
    business during 2011, with SEEK entering into a joint
    venture agreement with Swinburne University to deliver
    online tertiary courses specifically designed to meet
    the educational needs of working Australians. The two
    parties formed a new entity, Online Education Services
    Pty Ltd (Swinburne Online) and each hold 50% of
    the equity and voting rights. The first student intake
    is expected in the second half of financial year 2012.
    We believe that Swinburne Online will complement
    our existing SEEK Education businesses.
    The 2011 financial year presented challenges for each
    of SEEK Learning and THINK. However, we are confident
    that the operational improvements made in SEEK
    Learning and the time invested in building the capability
    and operations of THINK will deliver the growth profile
    we believe these businesses are capable of providing.
    SEEK Limited Annual Report 2011 3
    The successful execution of our long-term
    strategy means that our services now have
    exposure to over 2 billion people.
    Our 50% interest in IDP Education Pty Ltd (IDP)
    provided us with a creditable result for the 12 months
    to 30 June 2011 in what were very tough regulatory and
    market conditions. IDP continues to actively pursue its
    multi-destination strategy, with sizeable investment in
    the US tertiary market. We expect to see the benefits
    of this strategy in the near term.
    The Group’s SEEK Learning and THINK Education
    businesses are positioned to capture the market
    opportunity arising from the large gap between
    the supply of a skilled, qualified workforce and
    the inherent demand. IDP is also likely to benefit
    from the forecast growth in student mobility
    (expected to grow by 2.5 times from 2008 to 2025).
    Management
    During the year Paul Bassat, Joint CEO and co-founder
    of SEEK retired from the Board. Andrew Bassat,
    co-founder and the other Joint CEO at that time, was
    appointed sole CEO and Managing Director of the Group.
    I take this opportunity to recognise the enormous
    contribution Paul has made to SEEK over the past
    13 years – we would not be where we are today without
    his vision, commitment and leadership.
    Our local management team has provided significant
    support and assistance to our International associates
    to build their senior management capability and strategy,
    ensuring the international businesses have a stable
    platform for rapid future growth.
    Financial overview
    SEEK achieved record financial results in the 2011
    financial year, with sales revenue of $343.1 million
    (2010: $280.7 million), EBITDA excluding abnormal
    items 3 of $143.6 million (2010: $117.4 million) and
    net profit after tax (NPAT) excluding abnormal items
    of $104.6 million (2010: $83.1 million).
    Our existing debt facility was increased from
    $200 million to $250 million in July 2010 before being
    extinguished and replaced by a new three year facility
    of $340 million in December 2010. The increased debt
    level was used to help settle our obligations arising from
    the acquisition of OCC and JobsDB throughout 2011.
    The Group continued to generate strong cash flows
    from operating activities and rewarded shareholders
    by paying a fully franked final dividend of 7.5 cents
    (equivalent to 50% of cash NPAT), resulting in
    total dividends of 14.3 cents for the financial year
    (2010: 11.9 cents).
    Outlook
    We look forward to 2012 being another year of growth
    for SEEK. Whilst the macro-economic environment
    is uncertain and may have some bearing on the results,
    we expect that our domestic Employment classifieds
    business will continue to contribute to the Group’s growth
    during 2012. The extent of this growth is dependent
    on key employment indicators and structural migration
    of employment advertising from print to online.
    Our Education businesses tend to be counter-cyclical
    relative to domestic Employment. We anticipate stronger
    results during 2012 from our Education businesses
    arising from the operational improvements undertaken
    in SEEK Learning and THINK, plus IDP’s investment
    in the multi-destination strategy.
    Our International investments are less susceptible
    to macro-economic variability due to the expected
    growth in internet penetration and the labour markets
    in which they operate. As a result we anticipate
    sustained improvement in the results they derive
    in their local currencies.
    Finally, I would like to take this opportunity to
    congratulate the SEEK team on delivering another
    record result and continuing to deliver a first class
    service for customers, jobseekers and students.
    On behalf of the Board I thank our team for their energy,
    commitment and passion for the business. I also thank
    our shareholders for their ongoing support of SEEK.
    Bob Watson
    Chairman
    1. The ‘look through’ basis captures SEEK’s proportionate share of
    revenue and earnings before interest, depreciation and tax (EBITDA)
    from associates plus 100% owned core businesses.
    2. Based on analysts’ reports, marketing research and internal analysis.
    3. Abnormal items relate to one-off and non-recurring items.
    SEEK Limited Annual Report 2011 4
    CEO’s
    Review
    I am pleased to announce that SEEK has maintained its
    track record of consistent growth, with the achievement
    of record financial results in the 2011 financial year.
    The result was delivered by growth in diverse earning
    streams driven in particular by continued recovery in the
    SEEK Employment business and solid expansion of our
    International investments, most notably from Zhaopin,
    which moved from losses in 2010 to profit in 2011.
    The results of SEEK Education have been weaker
    in 2011, but we have made a number of fundamental
    changes in the operations of each of the Education
    businesses which we believe will lead to improved
    financial and operating results during 2012.
    Overall, SEEK’s continued growth reflects our
    consistent strategy and focused execution, which
    has yielded consistent revenue and earnings growth
    over a sustained period.
    SEEK Employment
    It has been a fantastic year for our domestic Employment
    business, with revenue growth of 30%, solid EBITDA
    growth of 43% to $133.5 million (2010: $93.4 million)
    and a reasonable improvement in EBITDA margins to
    60% (2010: 54%). All of this has been achieved despite
    our volume remaining 18% below its December 2007
    peak prior to the global financial crisis.
    SEEK Employment continues to be the number one
    brand in online job ads in Australia and New Zealand.
    Our Australian business has seen another strong
    12 months, with 70% plus market share on each of ads,
    visits, total time on site and market reach. 1 During 2011
    we extended the gap on our closest competitor, on both
    ads and monthly visits. As at July 2011, SEEK had over
    150,000 jobs on its Australian website, which was nearly
    four times more than that of its nearest competitor.
    In New Zealand, although the market is much tighter
    between SEEK and Trade Me, we remain the number
    one brand in online job ads.
    Market statistics indicate that over 80% 2 of Australian
    job ads reside online rather than print and 77% of
    jobseekers prefer online to print, but approximately
    half of the job ad spend still resides in print. The US
    has experienced the transition from print to online, with
    closer to 80% of job ad spend now captured by the online
    market. We believe that Australia is following the US
    trend of print to online migration with approximately
    a two year lag. The share of Australia’s job ad spend
    currently residing in print is estimated to be in the
    range of $200–250 million. We should be the primary
    beneficiary of the continuous structural migration,
    due to our leading market position.
    Looking ahead, the long-term growth strategy for the
    SEEK Employment business remains consistent:
    Volume: – We expect increased penetration amongst
    industry segments and remaining job ad volumes
    to continue migrating over the medium term from
    print to online;
    Yield: – SEEK announced a 9% price increase effective
    1 July 2011, and we expect further growth from
    (i) increased usage of Standout and Premium ads;
    (ii) changes to Executive offerings;
    (iii) increased penetration in areas which deliver
    higher average yields; and
    Product Extension: – SEEK has recently launched
    and will continue to roll out numerous new products
    and initiatives in the next 12 months.
    We look forward to another year of growth for SEEK
    Employment in 2012, however, we remain cautious on
    the extent to which uncertainty in the macro-economic
    environment will impact the local economy and general
    business confidence. As a result, the extent of SEEK
    Employment’s growth is largely dependent on key
    employment indicators and the continued structural
    migration of employment advertising from print to online.
    1. Source: July 2011 Nielsen NetRatings, SEEK count of websites.
    2. Source: ANZ Advertisement Series for July 2011.
    SEEK Limited Annual Report 2011 5
    Operating Revenue
    Group Financial Results – Eight Year Trend
    $ million
    39.7
    14.4
    13.8
    19.8
    34.1
    55.5
    76.3
    55.3
    83.1
    104.6
    29.5
    49.0
    80.3
    109.8
    97.8
    117.4
    143.6
    69.6
    106.2
    157.0
    210.2
    208.8
    280.9
    343.1
    11 10 09 08 07 06 05 04
    Normalised EBITDA
    11 10 09 08 07 06 05 04
    Normalised NPAT
    (Post non-controlling interests)
    11 10 09 08 07 06 05 04
    Ways to Look for a Job – Australia
    %
    0
    20
    40
    60
    77
    23
    80
    Aug
    11
    May
    11
    Feb
    11
    Oct
    10
    Aug
    10
    May
    10
    Feb
    10
    Nov
    09
    Sep
    09
    Jun
    09
    May
    09
    Feb
    09
    Nov
    08
    Aug
    08
    May
    08
    Feb
    08
    Oct
    07
    Aug
    07
    May
    07
    Feb
    07
    Jan
    07
    Jul
    06
    Feb
    06
    Feb
    05
    Mar
    04
    Internet
    Newspaper
    Unaided Awareness
    %
    0
    20
    40
    55.9
    18.6
    8.9
    0.5
    60
    Aug
    11
    Jul
    11
    May
    11
    Apr
    11
    Feb
    11
    Jan
    11
    Oct
    10
    Sep
    10
    Aug
    10
    Jul
    10
    May
    10
    Apr
    10
    Feb
    10
    Jan
    10
    Nov
    09
    Oct
    09
    Sep
    09
    Jul
    09
    Jun
    09
    May
    09
    Apr
    09
    Feb
    09
    Jan
    09
    SEEK
    CareerOne
    MyCareer
    LinkedIn
    SEEK’s continued growth reflects our
    consistent strategy and focused execution,
    which has yielded consistent revenue and
    earnings growth over a sustained period.
    SEEK Limited Annual Report 2011 6
    International Employment
    We continued to pursue our strategy of identifying
    opportunities to leverage our online employment
    expertise in international markets. During 2011, we
    identified a number of potential targets and actively
    pursued two of these businesses. As a result, we
    acquired a 40% interest in Online Career Centre
    Mexico SA de CV (OCC), and SEEK Asia (a company jointly
    owned by SEEK, Consolidated Media Holdings Limited,
    Macquarie Capital and Tiger Global) acquired an initial
    interest of 40% in JobsDB Inc (JobsDB). SEEK Asia
    subsequently increased its stake in JobsDB to 80%
    via the acquisition of an additional 40% over the course
    of May and June 2011.
    SEEK now holds five significant international
    investments:
    JobsDB: – A leading provider of online employment
    websites throughout South East Asia (number
    one market position in Hong Kong, Singapore,
    Indonesia and Thailand);
    Zhaopin: – A leading employment website
    in China (number two market position);
    JobStreet: – A leading provider of online employment
    websites in South East Asia (number one market
    position in Malaysia and Philippines);
    Brasil Online Holdings: – Owner of the two leading
    employment websites in Brazil; and
    OCC: – The leading employment website in Mexico.
    During the 2011 financial year SEEK, together with
    Consolidated Media Holdings Limited, Macquarie Capital
    and Tiger Global, formed a new subsidiary, SEEK Asia
    Limited (SEEK Asia), with ownership interests of 68.96%,
    12.08%, 6.88% and 12.08% respectively. On 23 December
    2010 we announced SEEK Asia’s purchase of a 40%
    interest in JobsDB. SEEK Asia’s interest in JobsDB was
    increased to 60% on 5 May 2011 and then subsequently
    increased to 80% on 30 June 2011. JobsDB has had
    a very solid start to our ownership.
    In addition, we are very pleased with the relationships
    we have established with JobsDB management and
    we are keen to invest further in the early stage markets
    in which JobsDB operates.
    Zhaopin achieved a very strong result in 2011 and it has
    been very pleasing to see it move to a profit. Zhaopin had
    very impressive growth in revenue, particularly online
    revenue which increased 73% (total revenue grew 62%),
    and substantial EBITDA growth on 2010. We believe
    that Zhaopin is very well placed on competitive
    metrics to continue to close the gap with the number
    one player in China.
    CEO’s Review
    (continued)
    SEEK Limited Annual Report 2011 7
    JobStreet continues to perform well in the fast
    growing South East Asian markets and its latest
    quarterly financial results for the period ended
    30 June 2011 showed record revenue and operating
    profit, along with strong cash flows.
    Brasil Online continues its strong underlying
    performance, with a 16% growth in revenue and
    23% growth in normalised 1 EBITDA from the prior
    corresponding period. Brasil Online is well positioned
    to continue recording strong financial results whilst
    also continuing to invest in the migration from a purely
    jobseeker paid model to an advertiser paid model.
    In August 2010 SEEK announced the acquisition of
    a 40% stake in OCC, the number one job board in Mexico.
    OCC performed well in the early stage Mexican market,
    with 23% growth in revenue and 25% growth in EBITDA
    from the prior corresponding period. OCC has an
    experienced management team and strong market
    leadership which position it well to benefit from
    increased internet penetration, increased labour
    force participation and general expansion of the
    Mexican economy.
    1. Normalised EBITDA comprises: EBITDA normalised
    for one-off and non-recurring items.
    SEEK International
    now has exposure to
    over ~2 billion people
    and ~20% of Global GDP.
    SEEK Limited Annual Report 2011 8
    SEEK Education
    We now have a complementary portfolio of businesses
    in our SEEK Education group, comprising 100% owned
    subsidiaries (SEEK Learning and THINK), 50% owned
    IDP Education and our 50% interest in the newly formed
    joint venture with Swinburne University (Swinburne
    Online). These businesses provide SEEK with substantial
    exposure to the training and education market for
    domestic students, exposure in the delivery of distance
    and classroom-based courses in the private education
    sector, and placement of international students
    in education institutions throughout Australia and
    in a number of other countries.
    On a ‘look through’ basis 1 SEEK Education took a
    step backwards during 2011, with a 1% reduction in
    revenue to $205.3 million (2010: $207.8 million) and
    an EBITDA decline to $18.4 million (2010: $39.7 million).
    I am confident that we can improve on the 2011
    financial performance as a result of the operational
    improvements SEEK Learning has executed in
    marketing and sales, the investment made in THINK
    to rebuild capability and implement various turn-around
    strategies, plus the significant progress made by IDP
    in its multi-destination strategy across the USA, UK
    and Canada.
    We have been transparent in relation to the operational
    challenges experienced by SEEK Learning during the
    first half of 2011. I am pleased to note that we have
    managed to reverse a lot of those challenges during
    the second half of the year and I am confident that
    SEEK Learning is now better positioned for 2012.
    THINK had a very challenging 12 months but our team
    has performed a tremendous job of rebuilding the
    capability and operations, as well as getting on top of
    some of the other challenges that faced the business.
    I now believe that cautiously and modestly, we are going
    to start taking the business forward to the growth
    profile that it is capable of delivering.
    IDP has achieved a creditable result in tough conditions
    with regulatory and a range of other changes in
    addition to substantial investments in overseas
    expansion. Broadly there has been decline in revenue
    to $189.8 million (2010: $196.6 million) and decline in
    EBITDA to $25.7 million (2010: $31.4 million), but given
    the challenges the business is facing, plus some of
    the results by other organisations in the same space,
    I have been pleased with the way in which management
    has responded at an operating level and by their cost
    control initiatives.
    CEO’s Review
    (continued)
    Revenue
    11.3
    59.9
    100.2
    169.0
    207.8
    205.3
    EBITDA NPAT
    11 10 09 08 07 06
    3.1
    12.3
    18.8
    28.8
    39.7
    18.4
    11 10 09 08 07 06
    1.5
    6.9
    9.9
    16.6
    23.3.7
    6.5
    11 10 09 08 07 06
    Education Financial Results
    Prepared on a ‘look through’ basis
    $ million
    SEEK Limited Annual Report 2011 9
    IDP has made significant progress with its
    multi-destination strategy with over 80 universities
    signed in the USA, 12 in the UK and five universities
    in Canada. Whilst we anticipate some revenue coming
    through in 2012, we feel that the true benefit will be
    felt in 2013.
    During 2011 we entered a joint venture agreement
    with Swinburne University to deliver online tertiary
    courses specifically designed to meet the educational
    needs of working Australians. The first student intake
    is expected in the second half of the 2012 financial year.
    We believe that Swinburne Online will complement
    our existing SEEK Learning and THINK businesses.
    SEEK Education experienced a challenging
    12 months, however as a result of our investment
    in rebuilding capability and implementation of
    operational improvements, we are now better
    placed for 2012 and beyond.
    1. The ‘look through’ basis captures SEEK’s proportionate share
    of Revenue and EBITDA from associates plus 100% owned
    core businesses.
    SEEK Limited Annual Report 2011 10
    Culture, people and sustainability
    We have always been focused on making SEEK an
    inspiring and energising place to work – it is integral
    to our culture and our success.
    Our strength is a mixture of our brand, our product
    and service offering to customers and students, our
    operational systems, and most importantly our people.
    Our community and sustainability agenda is principally
    an employee focused initiative. Part of our ongoing
    commitment is to make SEEK an outstanding place
    to work by tackling issues that we know are important
    to our people.
    Our high levels of Employee Engagement and focus
    on maintaining the innovative people practices that
    we have in place have helped us maintain a consistently
    high ranking in the Hewitt Best Employer Awards over
    the past eight years.
    Being a responsible corporate citizen is part of this
    commitment and we have a formalised Corporate Social
    Responsibility (CSR) program in place known internally
    as ‘SEEK Village’. SEEK’s CSR program has continued
    successfully this year through our volunteering program
    which sees employees spend one day per year
    volunteering in the community, our ‘Bright Futures’
    workplace giving program and ‘SEEK Green’ which
    focuses on sustainability and minimising our
    environmental impact.
    The future
    We now operate a broad range of complementary
    businesses across Employment and Education, which
    we feel have a strong reason for being together. This
    portfolio provides us with a solid platform for growth
    and we are optimistic as well as excited about the
    long-term prospects for the Group as we continue
    to implement our strategic agenda.
    I would like to take the opportunity to recognise
    the major contribution by the Board to the improved
    performance of the group and specifically acknowledge
    the contribution of my brother, Paul, who stepped
    down during the financial year. As co-founder and
    former Joint CEO, Paul has been critical to all aspects
    Our strength is a mixture
    of our brand, our product
    and service offering to
    customers and students,
    our operational systems,
    and most importantly
    our people.
    CEO’s Review
    (continued)
    SEEK Limited Annual Report 2011 11
    of the development of SEEK from an idea he had over
    13 years ago into the business it is today. Paul has
    been an inspiring leader throughout this period. I am
    enormously appreciative of what Paul has done and
    I wish him the very best with the next stage.
    Finally, I would like to thank the fantastic team at SEEK
    for their commitment, enthusiasm and terrific efforts
    throughout the year. I would also like to thank our
    customers, jobseekers and fellow shareholders for
    their ongoing support. I look forward to the challenges
    and opportunities which 2012 will no doubt present,
    but most of all I look forward to delivering another
    successful year for SEEK.
    Andrew Bassat
    CEO
    Our portfolio of complementary
    businesses provides us with
    a solid platform for growth
    and we are optimistic as well
    as excited about the long-term
    prospects for the Group as
    we continue to implement
    our strategic agenda.
    Contents
    13 Directors’ Report
    42 Auditor’s Independence Declaration
    43 Corporate Governance Statement
    52 Financial Report
    53 Consolidated Income Statement
    54 Consolidated Statement of Comprehensive Income
    55 Consolidated Balance Sheet
    56 Consolidated Statement of Changes in Equity
    57 Consolidated Statement of Cash Flows
    58 Notes to the Financial Statements
    127 Directors’ Declaration
    128 Independent Auditor's Report
    130 Shareholder Information
    132 Five Year Financial Summary
    IBC Corporate Directory
    SEEK Limited Annual Report 2011 12
    Directors’ Report
    Your directors present their report on the consolidated entity (referred to hereafter as the Group), consisting
    of SEEK Limited and the entities it controlled at the end of, or during, the year ended 30 June 2011.
    Directors
    The following persons were directors of the company during the financial year:
    R C G Watson  Chairman, non-executive director
    P M Bassat  Former Joint Chief Executive Officer (resigned 1 July 2011)
    A R Bassat  Managing Director (MD) and Chief Executive Officer (CEO)
    C B Carter  Non-executive director
    N G Chatfield  Non-executive director
    D I Bradley  Non-executive director
    Principal activities
    During the year the principal continuing activities of the Group consisted of:
    advertising employment classifieds and related services on the internet; and
    provision and distribution of vocational training and higher education courses. –
    Dividends
    Dividends paid to shareholders during the financial year were as follows:
    Dividend
    Payment
    date
    Amount
    per share
    Franked
    amount
    per share
    Total
    dividend
    $’000
    Year 2010
    2009 final dividend 16 October 2009 4.7 cents 4.7 cents $15,781
    2010 interim dividend 23 April 2010 5.2 cents 5.2 cents $17,502
    $33,283
    Year 2011
    2010 final dividend 15 October 2010 6.7 cents 6.7 cents $22,550
    2011 interim dividend 19 April 2011 6.8 cents 6.8 cents $22,889
    $45,439
    Dividends paid or declared by the Company after year end (to be paid out of retained profits at 30 June 2011):
    2011 final dividend 12 October 2011 7.5 cents 7.5 cents $25,244
    The total dividend for the year is 14.3 cents.
    SEEK Limited Annual Report 2011 13
    Directors’ Report
    Review of operations
    A summary of consolidated revenues and results is set out below:
    Notes
    2011
    $’000
    2010
    $’000
    Operating revenue 5 343,054 280,732
    Interest revenue 5 1,681 906
    Dividend income 5 – 154
    Revenue from continuing operations 344,735 281,792
    Adjusted EBITDA (1) 4 135,636 117,365
    Depreciation and amortisation (12,595) (9,615)
    Amortisation of share-based payments and other long-term incentive schemes (999) (2,253)
    Interest expense 7 (14,588) (5,219)
    Interest income 5 1,681 906
    Fair value gain/(loss) on acquisition (811) 6,417
    Dividend income 5 – 154
    Share of net profits of associates and jointly controlled entities
    accounted for using the equity method 11(b) 24,685 11,427
    Profit from continuing operations before income tax 133,009 119,182
    Income tax expense 8(a) (36,295) (29,661)
    Profit for the year 96,714 89,521
    Non-controlling interests 20 974 –
    Profit for the year attributable to owners of SEEK Limited 97,688 89,521
    1. Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation and excluding share of net profits of associates and jointly controlled
    entities accounted for using the equity method, fair value gain/(loss) on acquisition, dividend income and amortisation of share-based payments and
    long-term incentives.
    SEEK Limited Annual Report 2011 14
    Growth from diverse earnings streams underpinned a record full year financial result with profit for the year
    (SEEK Limited’s share) of $97,688,000 (2010: $89,521,000) up 9% on the prior year. The strong result was achieved
    due to continued growth in the domestic Employment business, strong growth in Zhaopin and solid performance
    in SEEK Learning.
    Excluding the impact of a number of one-off items ‘normalised’ profit 1 for the year was $104,611,000
    (2010: $83,104,000), up 26% on the prior year.
    Further information on segment results is provided below:
    SEEK Employment
    Growth
    2011
    $’000
    2010
    $’000 $’000 %
    Operating revenue 224,005 171,167 52,838 31%
    Employment 224,037 172,685 51,352 30%
    Inter-segment revenue (32) (1,518)
    Adjusted EBITDA 133,517 93,388 40,129 43%
    EBITDA (%) 60% 55%
    SEEK’s Employment business achieved a strong revenue result of $224,037,000, an increase of 30% with an Adjusted
    EBITDA margin of 60%.
    Key highlights:
    Prime beneficiary of continued structural migration from print to online; –
    SEEK continues to be the leader in market share and jobseeker metrics; –
    SEEK is well positioned for future growth given its strong market position and exposure  –
    to favourable structural trends.
    1. Normalised profit excludes the impact of borrowing costs associated with the write back of SEEK’s syndicated loan established in July 2010 ($1,834,000),
    transaction costs incurred on the acquisition of JobsDB (SEEK’s share $4,278,000) and fair value loss on JobsDB ($811,000). In the prior year normalised
    profit excluded fair value gain on acquisition of JobStreet.
    SEEK Limited Annual Report 2011 15
    Directors’ Report
    SEEK Education
    SEEK’s Education segment includes SEEK Learning, Think and share of profits from IDP (50%) and Swinburne
    Online (50%).
    Growth
    2011
    $’000
    2010
    $’000 $’000 %
    Operating revenue 110,322  109,565  757  1%
    SEEK Learning 44,466  43,628  838  2%
    Think 69,078  69,558  (480) (1%)
    Inter-segment revenue (3,222) (3,621)
    Adjusted EBITDA 5,549  24,019  (18,470) (77%)
    SEEK Learning 13,046  16,733  (3,687) (22%)
    Think (7,497) 7,286  (14,783) n/a
    EBITDA (%) 5% 22%
    Share of profits of associates and jointly controlled entities
    IDP 7,742 9,795  (2,053) (21%)
    Swinburne Online (46) – (46) n/a
    SEEK’s Education businesses have experienced a challenging year. SEEK Learning achieved a 2% revenue growth
    increase to $44,466,000 and Think’s revenue decreased by 1% from the previous year to $69,078,000.
    Key highlights:
    Operational plans implemented in SEEK Learning have contributed to a robust performance in the second half  –
    of the financial year;
    The turn-around plan at Think continues to be executed;  –
    Think and IDP investing for the medium term to capitalise on large growth opportunities in their respective markets;  –
    The strategic logic and growth profile of SEEK Education remains intact. –
    Review of operations continued
    SEEK Limited Annual Report 2011 16
    International Employment
    SEEK’s International segment includes JobsDB (consolidated from 5 May 2011), other operating costs from
    the International segment and share of profits from International associates.
    Growth
    2011
    $’000
    2010
    $’000 $’000 %
    International (including JobsDB)
    Operating revenue 8,727  n/a 8,727  n/a
    Adjusted EBITDA (3,430) n/a (3,430) n/a
    Key highlights:
    JobsDB is performing ahead of expectations with strong revenue and profit growth in all key markets; –
    The Adjusted EBITDA result includes transaction costs incurred on the acquisition of JobsDB of $6,203,000  –
    (before adjusting for non-controlling interests).
    Share of profits/(losses) of International associates
    2011
    $’000
    2010
    $’000
    Growth
    $’000
    Zhaopin 8,702  (3,764) 12,466
    Brasil Online 4,144  4,374  (230)
    JobStreet 2,679  1,022  1,657
    OCC 749  – 749
    JobsDB (1) 715  – 715
    Share of profits/(losses) of International associates 16,989  1,632  15,357
    1. Results included as an associate from 23 December 2010 to 5 May 2011.
    Profit from our share of International associates grew to $16,989,000 (2010: $1,632,000). Dividends of $7,562,000
    (2010: $853,000) were received or declared from these investments during the year.
    Key highlights:
    Continuation of strong revenue and profit growth for Zhaopin; –
    JobsDB achieved strong underlying revenue and earnings growth; –
    JobStreet is performing well in fast-growing South East Asian markets; –
    Brasil Online achieved a solid result; –
    Strong growth by OCC in the early stage and fast-growing Mexico market. –
    SEEK Limited Annual Report 2011 17
    Directors’ Report
    Significant changes in the state of affairs
    Business combinations and new investments
    JobsDB Inc
    During the year the Group, together with Consolidated Media Holdings Limited, Macquarie Capital and Tiger Global,
    formed a new subsidiary, SEEK Asia Limited, to acquire a controlling interest in JobsDB Inc (JobsDB), over three
    stages. This transaction builds upon SEEK’s existing international footprint and increases its exposure to the high
    growth potential for online employment advertising in emerging regions. Refer to note 29 in the Financial Report
    for further details.
    To help fund this acquisition, during December 2010 the Group refinanced its debt facility and entered into a new
    three year facility of $340,000,000. Refer to note 16 in the Financial Report for further details.
    Online Career Center Mexico SA de CV
    On 11 August 2010 the Group acquired a 40% interest in Online Career Center Mexico SA de CV (OCC), the leading
    employment website in Mexico, for US$40,000,000 (A$44,696,000 including acquisition costs at the exchange rate on
    the date of transaction) in settlement of the acquisition, funded through the syndicated bank debt facility. SEEK has
    taken two of five board seats and will play an active role in driving the strategic and growth agenda.
    Online Education Services Pty Ltd
    On 12 January 2011, SEEK entered into a joint venture agreement with Swinburne University to deliver online tertiary
    courses specifically designed to meet the educational needs of working Australians. The two parties formed a new
    entity, Online Education Services Pty Ltd (Swinburne Online). Both SEEK and Swinburne each hold 50% of the equity
    of the entity and 50% of the voting rights, and each has three Board seats and is entitled to 50% of the profits and
    losses of the entity. The first student intake is expected in the second half of financial year 2012.
    Refer to note 11 in the Financial Report for further information in relation to OCC and Swinburne Online.
    Changes in key management personnel
    During the year Paul Bassat advised of his intention to resign as Joint CEO at the end of the 2011 financial year.
    The Board subsequently advised that Joint CEO and co-founder Andrew Bassat would be appointed sole CEO
    following Paul’s departure.
    On 22 July 2010 it was announced that the executive management group had been expanded to reflect the increased
    roles and responsibilities of certain staff members.
    For further information on these changes refer to the Remuneration Report.
    SEEK Limited Annual Report 2011 18
    Matters subsequent to the end of the financial year
    On 2 August 2011 SEEK announced the appointment of David Gibbons as Chief Information Officer (CIO) effective
    1 October 2011.
    No other matters or circumstances have arisen since 30 June 2011 that have significantly affected, or may
    significantly affect the Group’s operations in future financial years, the results of those operations in future financial
    years, or the Group’s state of affairs in future financial years.
    Likely developments and expected results of operations
    At the date of this report there are no likely developments in the operations of the consolidated entity constituted by
    the SEEK Group which would materially impact the results of the Group. Further information about the Group’s future
    results has not been disclosed as it could be prejudicial to the best interests of the Group.
    Sustainability
    SEEK is committed to being a corporate citizen of good standing, including implementing sustainability programs
    and acting to reduce its corporate carbon footprint.
    SEEK is compliant with environmental legislative requirements
    During the financial year SEEK commissioned a review by external consultants on its sustainability and climate
    change programs, focusing on its domestic online employment and SEEK Learning businesses. The external
    consultants confirmed that while SEEK is subject to certain environmental legislative requirements, National
    Greenhouse and Energy Reporting (NGER) and Energy Efficiency Opportunities (EEO) Acts as well as waste
    legislation, due to the Company’s low greenhouse gas emissions and energy consumption and waste management
    program, SEEK is compliant with environmental legislative requirements.
    SEEK’s sustainability programs
    SEEK maintains a number of sustainability programs as follows:
    SEEK Green
    SEEK has implemented a voluntary program focused on sustainability and minimising SEEK’s environmental impact.
    SEEK Green identifies SEEK behaviours, work practices and in-house initiatives associated with carbon reduction,
    and implements improvements in the areas of energy, waste reduction and recycling, consumables, cleaning and water.
    Carbon offsets
    Since November 2007, SEEK has collected energy consumption and travel data and engaged an external consultant
    to calculate its greenhouse gas emissions for its domestic online employment business and SEEK Learning.
    From November 2007, SEEK has offset greenhouse gas emissions associated with its electricity and natural gas
    consumption and business air travel through the purchase of offsets from Origin Energy’s Carbon Reduction Scheme.
    Corporate Social Responsibility
    SEEK has a Corporate Social Responsibility (CSR) plan known as SEEK Village. SEEK Village has continued this
    year with its ongoing support of Volunteering Australia through the SEEK Volunteer website. Other areas focused
    on during the year were formulating an Indigenous Employment Plan and continuing to support selected charities
    through a workplace giving program called Bright Futures.
    SEEK Limited Annual Report 2011 19
    Directors’ Report
    Information on directors
    Robert (Bob) C G Watson Paul M Bassat Andrew R Bassat 
    Position
    Chairman
    Independent non-executive director
    Former Joint Chief Executive Officer
    Co-founder
    Chief Executive Officer
    Co-founder
    Age
    55 43 45 
    Appointed
    February 1999,
    Chairman since August 2009
    September 1997
    (resigned 1 July 2011)
    September 1997 
    Other current
    directorships
    None. None. None. 
    Former
    directorships in
    last three years
    Cytopia Limited (non-executive) June
    2003 to February 2010. Cytopia was
    acquired in 2010 by YM Biosciences Inc
    (incorporated in Canada). Removed
    from the ASX in February 2010.
    None. None. 
    Special
    responsibilities
    Chairman of the Board.
    Chairman of the Remuneration
    Committee.
    Member of the Audit and Risk
    Management Committee.
    Chairman of the Nomination
    Committee.
    Former Joint Chief Executive Officer. Chief Executive Officer.
    Managing Director.
    Interests in shares
    and options
    4,238,648 shares, representing 1.26%
    of issued capital.
    12,712,613 shares, representing 3.78%
    of issued capital and 471,011 options.
    13,500,113 shares, representing 4.01%
    of issued capital and 2,688,292 options.
    Experience and
    expertise
    Bob Watson has 25 years at CEO
    and director level in the information
    technology, internet, recruitment
    and labour hire industries. His Chief
    Executive roles have included Mayne
    Nickless Computer Services, Data
    Sciences International (in the UK)
    and Lend Lease Employer Systems.
    Bob founded and developed several
    private technology businesses,
    including Australia’s largest IT
    labour contracting business which
    was sold to Adecco where Bob
    was subsequently appointed
    Australasian CEO.
    Paul Bassat resigned, effective
    1 July 2011. His responsibilities during
    the year were consistent with those
    in the prior year.
    Andrew Bassat is the CEO
    and Managing Director of SEEK,
    and co-founded SEEK in 1997.
    He has been involved in all stages
    of the development of the business
    since then.
    Andrew is an Executive Director of
    SEEK Limited. He is also a Director
    of a number of the Group’s fully owned
    Australian subsidiaries as well as a
    director on the majority of the Group’s
    International investments and holding
    companies. He is a Director of the
    charitable Shane Warne Foundation.
    Prior to co-founding SEEK, Andrew
    was a management consultant
    with Booz Allen Hamilton and
    prior to that, he worked as a solicitor
    at Corrs Chambers Westgarth.
    Andrew holds a Bachelor of Science
    (Computer Science) degree from the
    University of Melbourne, a Bachelor
    of Laws (Honours) degree from
    Monash University, and a Master
    of Business Administration degree
    from Melbourne Business School.
    SEEK Limited Annual Report 2011 20
    Colin B Carter Neil G Chatfield Denise I Bradley
    Independent non-executive director Independent non-executive director Independent non-executive director
    68 57 69
    March 2005 June 2005 February 2010
    Wesfarmers Limited (non-executive)
    since October 2002.
    Virgin Blue Holdings Limited
    (non-executive) since May 2006
    and Chairman since June 2007.
    Whitehaven Coal Limited
    (non-executive) since May 2007.
    Transurban Group (non-executive)
    since February 2009.
    Grange Resources Limited
    (non-executive) since January 2009.
    None.
    Origin Energy Limited (non-executive),
    February 2000 to April 2007.
    Foster's Group Limited (non-executive),
    March 2007 to September 2007.
    Toll Holdings Limited
    (executive director) July 1998
    to 18 September 2008.
    None.
    Member of the
    Remuneration Committee.
    Member of the Audit and Risk
    Management Committee
    (appointed November 2009).
    Member of the Nomination
    Committee.
    Chairman of the Audit and Risk
    Management Committee.
    Member of the Nomination
    Committee.
    Member of the Remuneration Committee.
    Member of the Nomination Committee.
    94,458 shares, representing 0.03%
    of issued capital.
    32,656 shares, representing 0.01%
    of issued capital.
    1,000 shares, representing 0.0003% of issued capital.
    Colin Carter has an extensive
    consulting background in
    organisational and business strategy.
    He is a former Senior Vice-President
    of, and a current senior adviser
    to, The Boston Consulting Group.
    His interests include corporate
    governance issues and in recent
    years Colin has carried out board
    performance reviews for a number
    of companies as well as co-authoring
    a top-selling book on boards, Back
    to the Drawing Board.
    Colin is a non-executive director
    of ASX-listed company Wesfarmers
    Limited and a Director of World Vision
    Australia. He is President of the
    Geelong Football Club. He is also
    a director of the Cape York Institute
    and The Ladder Project (for youth
    homelessness). In February 2010,
    Colin was appointed by the Federal
    Government to the new position
    of Government Ambassador
    for Business Action – the objective
    of this new role is to encourage
    Australian business to play a greater
    role in economic development of
    Indigenous communities.
    Colin has a Bachelor of Commerce
    degree from Melbourne University
    and an MBA from Harvard Business
    School where he graduated with
    distinction and as a Baker Scholar.
    Neil Chatfield is an established
    executive and non-executive director
    with extensive experience across
    all facets of company management,
    and with specific expertise in
    financial management, capital
    markets, mergers and acquisitions,
    and risk management.
    In addition to SEEK, Neil also holds
    non-executive roles across a range
    of industries and is currently the
    Chairman of Virgin Blue Holdings,
    and a non-executive director
    of Whitehaven Coal, Transurban
    Group and Grange Resources,
    all ASX-listed companies.
    Neil’s most recent executive role was
    Executive Director and Chief Financial
    Officer of ASX-listed Toll Holdings,
    Australia’s largest transport and
    logistics company; a position he held
    for over 10 years.
    Neil has a Masters of Business in
    Finance and Accounting, and is a
    Fellow of CPA Australia (FCPA) and
    Fellow of the Australian Institute
    of Company Directors (FAICD).
    Emeritus Professor Denise Bradley AC, is a former Vice-
    Chancellor and President of the University of South Australia.
    Professor Bradley has been extensively involved in national
    education policy groups for more than two decades. She
    was a member of the Commonwealth Tertiary Education
    Commission (CTEC) and later of the National Board of
    Employment, Education and Training (NBEET) and was
    deputy chair of the Higher Education Council of NBEET.
    In 2008 she chaired the Expert Panel which undertook the
    National Review of Higher Education. She has also had
    significant roles on other government and educational boards
    and committees involved in higher education and training.
    Professor Bradley is also a former President and Chair of
    IDP Education Pty Ltd, in which SEEK has a 50% investment
    in partnership with Australian Universities.
    Professor Bradley is currently a member of the Education
    Investment Fund Advisory Board; a member of the Australian
    National Commission for UNESCO; a member of the NSW
    National Partnerships Evaluation Committee, and Chair of
    VERNet. Interim Chair of the Tertiary Education Quality and
    Standards Agency, Substantive Chair of the Australian Health
    Workforce Advisory Council.
    On Australia Day 2008 Professor Bradley was made a
    Companion of the Order of Australia, Australia’s highest
    honour, in recognition of her service to higher education.
    Professor Bradley has a Bachelor of Arts degree from Sydney
    University, a Diploma of Education from Adelaide University,
    a Diploma of Librarianship from the University of NSW, and
    a Masters degree in Social Administration from Flinders
    University. She also holds Honorary Doctorates from Pukyong
    University (Korea), University of South Australia, Royal
    Melbourne Institute of Technology and the University
    of Western Sydney.
    SEEK Limited Annual Report 2011 21
    Directors’ Report
    Company secretary
    The Company Secretary is Moana Weir. Moana was appointed General Counsel and Company Secretary of SEEK in
    December 2010. Moana has 10 years senior management experience in listed online companies, having previously
    been the Company Secretary and General Counsel at both REA Group Ltd (realestate.com.au) and Melbourne IT Ltd.
    Moana was appointed as a non-executive director of V/Line Corporation in October 2010 and is the Chair of the V/Line
    Remuneration Committee. She is an independent director with a school not-for-profit organisation. She holds a BA,
    LLB (Hons) and is a Graduate member of the Australian Institute of Company Directors (GAICD).
    Meetings of directors
    Board
    Audit and Risk
    Management Committee
    Remuneration
    Committee
    Nomination
    Committee
    Attended  Held Attended  Held Attended  Held Attended Held
    R C G Watson 10 10 4 4 4 4 2 2
    P M Bassat 8 10 – – – – – –
    A R Bassat 10 10 – – – – – –
    C B Carter 9 10 4 4 3 4 2 2
    N G Chatfield 10 10 4 4 – – 2 2
    D I Bradley 9 10 – – 4 4 2 2
    Retirement, election and continuation in office of directors
    Under the SEEK constitution, the following director will seek re-election at the 2011 Annual General Meeting (AGM):
    Neil Chatfield, being eligible, will seek re-election at the next AGM. –
    Under the SEEK Limited constitution, directors cannot serve beyond three years or the third AGM after their
    appointment, whichever is longer.
    If no director is in a position requiring them to stand for re-election in the normal rotation, then one director
    must stand for re-election at the AGM, as selected under the rules of the constitution.
    Andrew Bassat, who is Managing Director and Chief Executive Officer, is not required to be re-elected while
    he holds the position of MD.
    Insurance of officers
    SEEK Limited has entered into Deeds of Indemnity with all SEEK Limited directors in accordance with the SEEK
    constitution. During the financial year, SEEK Limited paid a premium to insure the directors, officers and managers
    of the company and its controlled entities. The insurance contract requires that the amount of the premium paid
    is confidential.
    Proceedings on behalf of the Company
    No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
    on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
    of taking responsibility on behalf of the Company for all or part of those proceedings.
    No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
    section 237 of the Corporations Act 2001.
    Non-audit services
    The Company may decide to employ the auditor on assignments additional to their statutory audit duties where
    the auditor’s expertise and experience with the Company and/or the consolidated entity are important.
    Details of the amounts paid to the auditor (PricewaterhouseCoopers) for non-audit services provided during
    the year are set out on page 23.
    SEEK Limited Annual Report 2011 22
    The Board of directors has considered the position and, in accordance with the advice received from the Audit and
    Risk Management Committee, is satisfied that the provision of the non-audit services is compatible with the general
    standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the
    provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence
    requirements of the Corporations Act 2001 for the following reasons:
    all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they  –
    do not impact the integrity and objectivity of the auditor;
    none of the services undermine the general principles relating to auditor independence as set out in APES 110  –
    Code of Ethics for Professional Accountants.
    A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001
    is set out on page 42.
    During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent
    entity, its related practices and non-related audit firms.
    Consolidated
    2011
    $
    2010
    $
    (a) Other assurance services
    PricewaterhouseCoopers Australian firm:
    Due diligence services 1,345,462  240,544
    Other services – 8,893
    Total remuneration for other assurance services 1,345,462  249,437
    (b) Taxation services
    PricewaterhouseCoopers Australian firm:
    Tax compliance services and consulting 553,676  –
    Tax related due diligence services 55,195  220,122
    Tax consulting 71,935  81,735
    Related Practices of PricewaterhouseCoopers Australia:
    Tax Compliance services, including review of company tax returns 8,981  11,869
    Total remuneration for taxation services 689,787  313,726
    (c) Other advisory services
    PricewaterhouseCoopers Australian firm:
    Education awards project 30,132  129,383
    Executive team benchmarking 49,900  48,000
    Other services 16,058  17,450
    Total remuneration for other advisory services 96,090  194,833
    Total remuneration for non-audit services 2,131,339  757,996
    Rounding of amounts
    The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities & Investments
    Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report
    have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases,
    to the nearest dollar.
    Auditor
    PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
    SEEK Limited Annual Report 2011 23
    Directors’ Report
    Remuneration Report
    This Remuneration Report sets out remuneration information for SEEK Limited’s non-executive directors, executive
    directors, other key management personnel (which include the five highest remunerated executives) of the Group
    and the Company.
    Directors and executives disclosed in this report
    Name Position
    Non-executive directors
    R C G Watson Chairman, non-executive director
    C B Carter Non-executive director
    N G Chatfield Non-executive director
    D I Bradley Non-executive director
    Executive directors
    P M Bassat Former Joint Chief Executive Officer (resigned 1 July 2011)
    A R Bassat Managing Director and Chief Executive Officer
    Other key management personnel
    J A Armstrong Chief Financial Officer
    C M T Eaton Chief Information Officer (resigned 1 July 2011)
    J S Powell Managing Director (SEEK Employment (Australia & New Zealand))
    J S Lenga Managing Director (SEEK International)
    P D Everingham Managing Director (SEEK Education)
    M Callaghan  (1) Human Resources Director
    H Souness  (1) Marketing Director
    M Ilczynski  (1) Strategy Director, Education and Learning
    1. On 22 July 2010 it was announced that the executive management group had been expanded to reflect the increased roles and responsibilities of certain
    staff members.
    Remuneration Committee
    The Board has established a Remuneration Committee which provides oversight of the Company remuneration and
    incentive policies and practices, and specific recommendations to the Board on remuneration packages and other
    terms of appointment for executive directors, other senior executives and non-executive directors. The Corporate
    Governance Statement on pages 43 to 51 provides further information on the role of this committee.
    Principles used to determine the nature and amount of remuneration
    Non-executive directors’ remuneration
    Fees and payments to non-executive directors reflect the demands that are made on, and the responsibilities of,
    the directors. Non-executive directors’ fees and payments are reviewed annually by the Board. The Board has
    obtained the advice of independent remuneration consultants to ensure non-executive directors’ fees and payments
    are appropriate and in line with market trends and shareholder expectations. The Chairman’s fees are determined
    as a separate exercise to the determination of other non-executive directors’ fees. The Chairman is not present
    at any discussions relating to determination of his own remuneration. Non-executive directors do not receive share
    options. Non-executive directors receive superannuation payments in accordance with statutory requirements,
    calculated as 9% of directors’ fees. Payments are made directly to their individual superannuation funds.
    Non-executive directors’ fees
    External remuneration consultants were engaged to review the approach to setting non-executive directors' fees to
    ensure SEEK’s policy reflected market trends and shareholder expectations. Following recommendations received
    from the remuneration consultants, several changes were made to the structure and level of current base
    remuneration. These changes were effective 1 July 2010.
    SEEK Limited Annual Report 2011 24
    Fees were reviewed against those of a comparator group and raised in line with the median of this group.
    The comparator group was chosen based on market capitalisation and company annual revenue. The exception
    is the fee for the Audit and Risk Management Committee Chair, which has been raised to higher than the median
    to reflect the complexity of the role and the volume of work required.
    Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically
    recommended for approval by shareholders. The maximum currently stands at $1,000,000 per annum, covering
    all non-executive directors.
    Shareholders approved the directors’ fees pool of $1,000,000 per annum at the 2010 Annual General Meeting (AGM).
    The non-executive directors’ fees for 2011 are:
    R C G Watson, Chairman  $240,000
    C B Carter  $105,000
    N G Chatfield   $145,000
    D I Bradley   $105,000
    Effective 1 July 2010, it is expected that all non-executive directors acquire over time a SEEK shareholding equivalent
    to one year of directors’ fees. Non-executive directors will have the option of reaching this level by purchasing shares
    themselves or by opting into an arrangement with SEEK. This arrangement will be that SEEK purchases an amount
    of shares on behalf of the non-executive director twice a year immediately following the financial results release,
    to the value of 20% of their gross annual fee after tax. Directors may opt into a greater amount than 20% if they wish.
    When the non-executive director reaches the required shareholding, they can opt to end the arrangement and receive
    their full annual fee as cash.
    All restrictions governing the purchase and trade of these shares will be in accordance with the current SEEK Share
    Trading Policy and directors’ obligations.
    Executive remuneration
    The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and
    appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives
    and the creation of value for shareholders and conforms with good market practice for delivery of reward.
    The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
    competitiveness and reasonableness; –
    acceptability to shareholders; –
    performance linkage/alignment of executive compensation; –
    transparency;  –
    capital management; and –
    attract and retain high-calibre executives. –
    In order to attract high-calibre executives, SEEK adopts the following principles:
    recognise and reward executives in accordance with capability and experience; –
    align competitive rewards with contribution to growth in shareholder wealth; and –
    provide a consistent and transparent reward framework. –
    The framework provides a mix of fixed and variable pay, and a blend of short- and long-term incentives. As executives
    gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk” rewards.
    The executive pay and reward framework has four components, which comprises the executive total remuneration:
    Base pay and benefits; –
    Retirement benefits – superannuation; –
    Short-term performance incentives; and –
    Long-term incentives through participation in various employee option plans. –
    SEEK Limited Annual Report 2011 25
    Directors’ Report
    Base pay
    Base pay is structured as a total employment cost package which may be delivered as a combination of cash
    and prescribed non-financial benefits at the executives’ discretion.
    Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. External
    remuneration consultants provide analysis and advice to ensure base pay is set to reflect the market for a
    comparable role. Base pay for senior executives is reviewed annually to ensure the executive’s pay is competitive
    with the market. An executive’s pay is also reviewed on promotion.
    There are no guaranteed base pay increases included in any senior executive contracts.
    During the financial year Paul Bassat declared his intention to resign as Joint CEO at the end of the 2011 financial
    year. The Board subsequently determined that Joint CEO and co-founder Andrew Bassat would be appointed sole CEO
    following Paul’s departure. Effective 1 January 2011, Andrew’s base salary was increased from $650,000 to $770,000
    and additional options may be granted (subject to shareholder approval), as noted on page 30 to reflect increased
    responsibilities as sole CEO and to reflect the market rate for a comparable role.
    Executive directors’ remuneration is usually reviewed on 1 July each year through the use of external remuneration
    consultants. Given the change in CEO structure during the year, for certain executive roles that report directly to
    Andrew Bassat as sole CEO, salaries were reviewed effective 1 January 2011 to reflect increased responsibilities.
    For further information regarding executive base pay and other remuneration, refer to pages 30 to 38.
    Benefits
    Executives receive salary continuance insurance cover, which is provided to all permanent employees of the Company.
    Retirement benefits
    Retirement benefits are delivered under the Statutory Guarantee Charge (SGC). Under current legislation, SEEK
    Limited provides choice of superannuation funds to all employees. The SEEK Limited default fund is the SEEK Limited
    Superannuation Plan, which is provided by MLC Limited Group. This fund is an accumulation fund.
    Other retirement benefits for directors and executives may be provided directly by the Company if the benefit
    is within statutory limits or is approved by shareholders.
    Short-Term Incentive (STI) Plans
    Executives participate in an executive cash bonus plan, combining the Company’s annual profit performance and
    the individual’s personal performance. The level of the STI bonus is set as a percentage of the executive’s base pay.
    This method of providing short-term incentives aligns the executives with short-term shareholder wealth
    as expressed by company annual profits against targets, as well as an individual’s executive performance.
    Bonuses are usually paid annually, after the release of the company’s annual results.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 26
    STI is calculated using the following method:
    50%
    50%
    Individual Performance
    Assessed through an internal performance management program based
    on individual performance against:
    – individual specific objectives;
    – SEEK values.
    Each executive’s performance is assessed via a 360° feedback tool
    by their immediate manager, peers and direct staff reporting to them.
    Total
    STI
    10–30% of
    Base Pay
    Base
    Pay Company Performance
    Based on company performance against EBITDA targets for the year:
    EBITDA STI
    Below 90% of target No STI payable
    Above 100% of target
    100% of allocated STI 100% of target
    100% of allocated STI plus additional
    1% of allocated STI for every additional 1%
    that EBITDA exceeds 100% of target
    90–99% of target
    (inclusive)
    80% of allocated STI plus additional
    2% of allocated STI for every additional
    1% that EBITDA exceeds 90% of target
    Long-Term Incentive (LTI) Plans
    Provided through equity based plans
    Similar to STIs, this is based on a maximum value calculated as a percentage of base pay, ranging from 10% to 50%.
    The Group has established a number of different equity based plans since the first plan commenced in 2000.
    Executives have participated in a variety of these plans, depending on when they joined the organisation. A number
    of these plans are now finalised and will not be used again to deliver LTI.
    Details of the equity plans, including which plans are applicable to each key management executive, are disclosed
    on pages 31 to 38.
    Executive directors
    The shareholders approved a maximum Long-Term Incentive award of 800,000 options to a maximum value of
    $1,004,000 for each Executive Director at the 2009 Annual General Meeting held on 30 November 2009. The actual
    number of options granted to each Executive Director on 1 July 2010 was 502,000. The options were issued under
    the SEEK Performance Rights and Options Plan, which is the Plan applicable to all senior management and has
    the same terms and conditions.
    Education Long-Term Incentive Plans
    While Education remains in the early stage, it is not practical to have a share options plan to reward senior executives
    in the Education business for the performance of the education investments only. Consequently cash incentive plans
    have been designed to produce rewards that are similar in nature to the share options plan but only for education
    investments. Incentive payments are based on an increase in the value of the Education business over three years,
    measured at the end of the three year period. The payments are subject to achieving a minimum valuation growth
    hurdle and are limited to a percentage of the increase in the valuation of the business. The expected incentive
    payment amounts may fluctuate over the life of the plans. The plans are approved by the Remuneration Committee.
    As with the Company equity plans any cash LTI payments that do not vest, will lapse.
    Amounts of remuneration
    Details of the remuneration of the directors and the key management personnel (as defined in AASB 124: Related
    Party Disclosures and as defined in the Corporations Act 2001) of SEEK Limited and the SEEK Group are set out
    in the following tables.
    The key management personnel of SEEK Limited includes the directors as listed on page 24 and the following
    executive officers, who also include the five highest paid executives.
    Details of the nature and amount of each element of the remuneration of each director and of each of the other
    key management personnel of the parent entity and the Group receiving the highest remuneration for the year
    ended 30 June 2011 are set out in the tables on pages 28 and 29.
    SEEK Limited Annual Report 2011 27
    Directors’ Report
    Short-term benefits
    Post-employment
    benefits Subtotal Long-term benefits Total
    Percentage of remuneration
    that consists of:
    2011
    Cash
    salary
    and fees
    $
    Cash
    bonus
    $
    Non-
    monetary
    benefits
    $
    Super-
    annuation
    $
    Retirement
    benefits
    $ $
    Long
    service
    leave
    $
    Share-
    based
    payments (7)
    $
    Education
    LTI (8)
    $ $
    Fixed (6)
    %
    At risk
    STI
    %
    At risk
    LTI
    %
    Non-executive directors
    R C G Watson 240,000  – – 21,600  – 261,600  – – – 261,600
    C B Carter 105,000  – – 9,450  – 114,450  – – – 114,450
    N G Chatfield 145,000  – – 13,050  – 158,050  – – – 158,050
    D I Bradley 105,000  – – 9,450  – 114,450  – – – 114,450
    Executive directors
    P M Bassat (3) 683,500  – 5,222  25,000  – 713,722  26,725  (691,018) – 49,429  100% n/a n/a
    A R Bassat 748,900  – 5,222  25,000  – 779,122  54,290  1,494,674  – 2,328,086  36% 0% 64%
    Other key management personnel (4)
    J A Armstrong 420,219  56,100  5,222  25,000  – 506,541  18,793  64,115  – 589,449  80% 10% 10%
    C M T Eaton 348,204  45,900  5,317  25,000  – 424,421  24,503  62,182  – 511,106  79% 9% 12%
    J S Powell 578,312  86,250  5,464  25,000  – 695,026  19,671  116,685  – 831,382  76% 10% 14%
    J S Lenga  541,474  85,500  5,464  25,000  – 657,438  40,264  94,310  – 792,012  77% 11% 12%
    P D Everingham 495,906  61,200  4,738  25,000  – 586,844  14,106  (26,703) (162,514) 411,733  131% 15% (46%)
    M Callaghan (5) 216,699  31,684  5,207  22,354  – 275,944  (6,504) 68,879  – 338,319 69% 10% 20%
    H Souness (5) 221,981  35,775  5,018  22,185  – 284,959 9,952  62,994  – 357,905 73% 9% 18%
    M Ilczynski (5)(9) 469,190 58,500  5,283 23,580 – 556,553  21,378  – (511,912) 66,019 787% 89% (775%)
    Total 5,319,385  460,909  52,157  296,669  – 6,129,120  223,178  1,246,118  (674,426) 6,923,990
    Remuneration Report continued
    SEEK Limited Annual Report 2011 28
    Short-term benefits
    Post-employment
    benefits Subtotal Long-term benefits Total
    Percentage of remuneration
    that consists of:
    2010
    Cash
    salary
    and fees
    $
    Cash
    bonus
    $
    Non-
    monetary
    benefits
    $
    Super-
    annuation
    $
    Retirement
    benefits
    $ $
    Long
    service
    leave
    $
    Share-
    based
    payments (7)
    $
    Education
    LTI (8)
    $ $
    Fixed (6)
    %
    At risk
    STI
    %
    At risk
    LTI
    %
    Non-executive directors
    R C G Watson 133,100  –  –  11,979  –  145,079  –  –  –  145,079
    C B Carter 66,550  –  –  5,990  –  72,540  –  –  –  72,540
    N G Chatfield 145,000  –  –  13,050  –  158,050  –  –  –  158,050
    D I Bradley (2) 24,956  –  –  2,246  –  27,202  –  –  –  27,202
    J D Packer (1) 17,747  –  –  1,597  –  19,344  –  –  –  19,344
    J H Alexander (1) 11,092  –  –  998  –  12,090  –  –  –  12,090
    Executive directors
    P M Bassat 550,000  –  4,087  23,221  –  577,308  857  653,770  –  1,231,935  47% 0% 53%
    A R Bassat 550,000  –  4,087  23,221  –  577,308  1,064  653,770  –  1,232,142  47% 0% 53%
    Other key management personnel (4)
    J A Armstrong 306,375  128,834  4,087  25,818  –  465,114  14,443  25,556  –  505,113  69% 26% 5%
    C M T Eaton 270,000  113,538  4,087  24,120  –  411,745  –  64,437  –  476,182  63% 24% 14%
    J S Powell 475,000  199,743  4,329  34,059  –  713,131  28,163  70,701  –  811,995  67% 25% 9%
    J S Lenga  375,000  166,129  4,329  29,932  –  575,390  5,757  37,914  –  619,061  67% 27% 6%
    P D Everingham 322,500  142,871  3,604  26,048  –  495,023  14,245  (11,728) 193,507  691,047  53% 21% 26%
    Total 3,247,320  751,115  28,610  222,279  – 4,249,324  64,529  1,494,420  193,507  6,001,780
    1. Directors resigned 23 August 2009.
    2. Director appointed 15 February 2010.
    3. Paul Bassat resigned 1 July 2011. Refer to page 30 for further details.
    4. Denotes the highest remunerated executives of the Group and Company, as required to be disclosed under the Corporations Act 2001.
    5. Appointed to executive management group from 22 July 2010.
    6. Fixed remuneration includes all superannuation benefits, long service leave and termination payments. For the non-executive directors 100% of the remuneration is fixed. In the 2011 financial year table,
    Paul Bassat’s percentages have been adjusted to reflect his resignation.
    7. Amounts disclosed reflect the value of remuneration consisting of options, based on the value of options expensed during the year. Negative amounts indicate expenses reversed during the year due to a failure
    to satisfy the vesting conditions.
    8. Represents estimate of amounts that may be paid in the future. Negative amounts indicate expenses reversed during the year due to lower than expected performance for the Education business across
    the remaining LTI forecast periods.
    9. On 30 June 2011, the 2008-2011 Education LTI plan vested and resulted in an entitlement of $151,961 to Michael Ilczynski.
    SEEK Limited Annual Report 2011 29
    Directors’ Report
    Service agreements
    Executive directors
    Remuneration and other terms of employment for the executive directors and the other key management personnel
    are formalised in service agreements. Each of these agreements provide for the base cash salary, and share option
    agreements (LTI). The major provisions of the agreements relating to remuneration are set out below.
    P M Bassat
    Former Joint Chief Executive Officer
    (resigned 1 July 2011) (1)
    A R Bassat
    Managing Director and Chief Executive Officer (1)
    Base salary  $650,000 $770,000 (1)
    Salary review Not applicable (1) 1 July 2011 and 1 July each following year
    Participation in option plans Executive Director Option Plans
    SEEK Performance Rights and Options Plans
    Executive Director Option Plans
    SEEK Performance Rights and Options Plans
    Termination notice period Paul Bassat resigned, 1 July 2011 (1) Six months. The company can terminate
    employment with a payment in lieu of notice.
    Non-competition period From termination date, maximum
    of three months within Australia
    From termination date, maximum
    of three months within Australia
    1. Paul Bassat resigned 1 July 2011 and from this date Andrew Bassat assumed the role of sole CEO. Andrew Bassat entered a new Employment Agreement
    on 1 January 2011 for a minimum two year period ending 1 January 2013.
    Resignation of Paul Bassat
    During the year Paul Bassat resigned as Joint CEO and as director, effective 1 July 2011. As a result of Paul’s
    resignation Andrew Bassat was appointed as sole CEO and from 1 January 2011 his base salary increased from
    $650,000 to $770,000 and additional options may be granted (subject to shareholder approval) to reflect increased
    responsibilities and to bring his remuneration into line with market for comparable roles.
    On 30 June 2011 Paul had 261,383 options lapse due to failure to meet hurdles. 471,011 options vested on 1 July 2011
    and were exercised on 1 July 2011 with an exercise price of $5.29. This exercise was satisfied by the issue of new
    shares. The remaining 1,061,212 options lapsed on Paul’s resignation. An amount was credited to the Consolidated
    Income Statement in 2011 through ‘operations and administration expenses’ to reflect this event.
    No termination payment was made to Paul.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 30
    Other key management personnel
    Other key management personnel have employment contracts determining base cash salary, performance based
    cash bonuses and share option agreements. Other key management personnel have no fixed employment terms and
    no special termination payment conditions. All agreements provide for dismissal due to gross misconduct.
    Remuneration is reviewed annually by the Remuneration Committee.
    J A Armstrong C M T Eaton J S Powell J S Lenga P D Everingham M Callaghan (2) H Souness (2) M Ilczynski
    Chief
    Financial
    Officer
    Former
    Chief
    Information
    Officer
    (resigned
    1 July 2011)
    Managing
    Director
    (SEEK
    Employment
    (Australia
    & NZ))
    Managing
    Director
    (SEEK
    International)
    Managing
    Director (SEEK
    Education)
    Human
    Resources
    Director
    Marketing
    Director
    Strategy
    Director,
    Education
    and
    Learning
    Base salary (1) $440,000 $360,000 $575,000 $570,000 $520,000 $355,000 $265,000 $480,000
    Participation
    in cash bonus
    plans (STI)
    Senior Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Senior Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Senior
    Executive
    Bonus Plan
    Participation
    in LTI plans
    Performance
    Rights and
    Options Plan
    Performance
    Rights and
    Options Plan
    Performance
    Rights and
    Options Plan
    Performance
    Rights and
    Options Plan
    Performance
    Rights and Options
    Plan and
    Education LTI
    Performance
    Rights and
    Options Plan
    Performance
    Rights and
    Options Plan
    Education
    LTI
    Termination
    notice period
    Three
    months by either
    party
    Three
    months by
    either party
    Three
    months by
    either party
    Three
    months by
    either party
    Three
    months by
    either party
    Three
    months by
    either party
    Three
    months by
    either party
    Four
    weeks by
    either party
    Non-
    competition
    period
    Three
    months from
    termination date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    Three
    months from
    termination
    date
    1. Base full-time salary as at 30 June 2011 excluding superannuation. Key management personnel received a salary increase on 1 January 2011.
    2. At 30 June 2011 employed on a part-time basis.
    Share-based compensation
    Details of options plans
    The directors have resolved that options outstanding under all SEEK Share Plans cannot exceed 10% of the
    issued shares in SEEK Limited. Non-executive directors are not entitled to participate in any SEEK Share Plans.
    Executive Directors Options Plan
    Issued March 2005
    SEEK entered into separate employment and options agreements, dated 22 March 2005, with the executive directors,
    on the same terms and conditions. As part of these agreements each executive director was issued with 2,250,000
    options, with an exercise price of $2.10 per share. The options vested as to 30% on 1 January 2007, as to another
    35% on 1 January 2008 and as to the balance on 1 January 2009.
    Options which have vested only become capable of exercise if and to the extent of the satisfaction of a performance
    hurdle based on a comparison of the total shareholder return (appreciation in share price plus dividends) of SEEK to
    the total shareholder returns of a group of companies identified in the agreements as SEEK’s peers for the period
    from listing date to the date of vesting. SEEK must rank at or above the median of that Peer Group in terms of total
    shareholder return over the period in order for any vested options to be capable of exercise. To the extent that SEEK’s
    total shareholder return for a relevant period ranks above that median, further vested options relating to that period
    become capable of exercise. Where SEEK’s ranking for a period is above 75% of the Peer Group, that achievement
    may be credited to other periods where not all of the vested options relating to that period became capable of exercise.
    The Executive Director Option Plan was implemented in conjunction with independent advisers to align the executive
    directors’ long-term rewards with shareholder wealth as measured by share price and dividend movements over time,
    against similar companies in the ASX. This options agreement has now been finalised and all options have vested.
    SEEK Limited Annual Report 2011 31
    Directors’ Report
    Issued July 2008
    Each executive director was issued with 1,045,530 options, effective from 1 July 2008. Options are convertible into
    ordinary shares at an exercise price of $5.29 per option. The options are allocated 50% subject to a Relative Total
    Shareholders Return (RTSR) test and 50% allocated subject to an Earnings Per Share (EPS) test.
    Minimum and maximum EPS targets for the options have been set for each of the three years of the vesting period.
    The target for the third year, namely the year ended 30 June 2011, has been set at a minimum Aggregate Growth Rate
    over the three year period, of 47.0% and a maximum Aggregate Growth Rate, over the three year period, of 58.6%.
    Vesting period
    Percentage with
    RTSR hurdle
    Percentage with
    EPS hurdle
    30 June 2009 12.5% 12.5%
    30 June 2010 12.5% 12.5%
    30 June 2011 25.0% 25.0%
    Alignment of executive directors and senior management employees
    Under the Performance Rights and Option Plan, Options and Performance Rights issued on and after
    30 June 2009 contain the same terms and conditions and performance targets. This aligns the executive directors
    with the other senior management performance rights and options plans, setting common targets, vesting dates
    and performance hurdles.
    Issued November 2009
    Under the SEEK Performance Rights and Options Plan, each executive director was issued 559,212 options, approved
    at the Annual General Meeting on 30 November 2009, effective from 1 July 2009. Options are convertible into ordinary
    shares at an exercise price of $4.10 per option and vest on 30 June 2012. The options are allocated 50% subject to
    a RTSR test and 50% allocated subject to an EPS test.
    RTSR measurement is performance against a Peer Group comprising the ASX 200 list, excluding Real Estate,
    Energy, Metals and Mining classifications.
    Entitlement to vest options under the RTSR measurement test is:
    Less than 50th percentile of the Peer Group – no options vest; –
    At the 50th percentile – 50% of options vest; –
    Between 50th percentile and 75th percentile – 2 percentage points for each 1 percentage point  –
    above the 50th percentile;
    At 75% or higher – 100% of options vest. –
    EPS measurement will be against an aggregate EPS target over the period, set by the Board. Minimum
    and stretch aggregate EPS targets have been set.
    Entitlement to vest options under the EPS measurement test is:
    Less than the minimum aggregate EPS target – no options vest; –
    At the minimum aggregate EPS target – 50% of options vest; –
    Between the minimum and maximum aggregate EPS targets – 50% of options vest plus a prorata allocation  –
    up to the maximum aggregate target;
    At the maximum aggregate EPS target or higher – 100% of options vest. –
    EPS targets for the options have been set by the Board for the Relevant Period. The EPS targets are based on
    achieving an aggregate EPS target over the three year period. EPS targets will be tested at 30 June 2012. Minimum
    and maximum EPS targets have been set for each of the three years of the vesting period. The target for the third
    year, namely the year ended 30 June 2012, has been set at a minimum aggregate growth rate over the three year
    period, of 38% and a maximum aggregate growth rate, over the three year period, of 49%.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 32
    SEEK sets targeted growth rates for each issue of Options or Performance Rights, where an EPS target is required
    to be achieved. These rates are set solely for the purposes of LTI hurdles, and will also involve stretch targets. These
    growth rate targets should in no way be construed as financial forecasts by the Company. Any profit or growth rate
    or similar forecasts to be released by the Company, will be announced to the market as and when they are released,
    in accordance with ASX Continuous Disclosure Rules.
    Issued 1 July 2010
    502,000 options were issued to each executive director on 1 July 2010 with an exercise price of $7.39 and have a three
    year vesting period. These were approved at the AGM held on 30 November 2009.
    Entitlement to RTSR and EPS options are the same as for issues on or after 30 June 2009 as noted previously.
    The EPS targets are based on achieving an aggregate EPS target over the three year period. EPS targets will be tested
    at 30 June 2013. Minimum and maximum EPS targets have been set for each of the three years of the vesting period.
    The target for the third year, namely the year ended 30 June 2013, has been set at a minimum aggregate growth rate
    over the three year period of 75% and a maximum aggregate growth rate, over the three year period of 89%.
    Under the plan, any options subjected to both the RTSR and the EPS tests that do not vest within a vesting period
    will be forfeited.
    Expiry date for options will be five years after the grant date.
    Issued 1 January 2011 (CEO Jan 2011 Options Plan)
    Subject to shareholder approval at the 21 November 2011 Annual General Meeting, Andrew Bassat has been issued
    a total of 1,156,069 options. Under this plan, 50% of the total number of options will vest on 31 December 2011
    and 50% on 31 December 2012, subject to Andrew Bassat remaining as CEO. The options will have an exercise
    price of $6.80 per share and will expire on 31 December 2014.
    SEEK Limited Staff Option Plan
    The final issue of options was in February 2005. As at 30 June 2011 all options issued under this Plan have vested
    or lapsed. This Plan is now finalised and the Company does not intend issuing any more options from this plan.
    The establishment of the SEEK Limited Staff Option Plan was approved by shareholders, by special resolution at
    the Annual General Meeting of the Company held on 16 March 2000. All full-time employees (excluding executive
    directors) of SEEK Limited and controlled entities were eligible to participate in the plan.
    Options were granted under the plan for no consideration. Each option was convertible into one ordinary share at
    any time (subject to vesting rules) on or before six to 10 years after the date of issue at the specified exercise price.
    Options vested proportionately over three to four years from the date of commencement of full-time employment
    except that no options vested until the end of the first year of employment.
    Senior Executive Option Plan (SEOP)
    The Senior Executive Option Plan was established to provide long-term incentives to senior managers and executives,
    based on their individual performance, rather than length of service. This plan is now finalised and the Company will
    not be issuing any further options under this plan.
    The Senior Executive Option Plan was approved by the Board on 25 August 2004. The Plan was open to eligible
    senior executives of SEEK Limited and its controlled entities, as determined by the Board.
    Options were granted for no consideration. Each option is convertible to one ordinary share, subject to vesting and
    exercise rules, within six years of the grant date, at the specified exercise price. Options vest over a four year period,
    from date of issue. The number of options vesting in each period depends on the annual performance rating achieved
    by the executive in SEEK’s internal performance management system. No options will vest if the employee does not
    achieve a minimum satisfactory rating. Higher ratings receive higher vested options. Any options not vested in any
    period are forfeited. Executives must be employed by the Group, in an executive capacity, for a minimum 12 month
    period, before any vested options can be exercised.
    Prior to listing on the ASX, the exercise price of options was determined by the Board. Since listing on the ASX,
    the exercise price of options were based on the weighted average price at which the Company’s shares were traded
    on the ASX, during the five trading days immediately before the options are granted.
    SEEK Limited Annual Report 2011 33
    Directors’ Report
    Performance Rights and Options Plan
    The Performance Rights and Options Plan was approved by the Board on 22 March 2005 and was included in the
    April 2005 SEEK Limited Initial Public Offer Prospectus. The plan was developed in conjunction with independent
    remuneration consultants. The Plan is applicable to senior managers and employees of the Group as nominated
    by the Board. The number of rights or options available to participants depends on their position within the Company,
    their salary level and on current participation in other long-term incentive share option programs. Under the Plan,
    participants can receive ordinary shares in SEEK Limited, provided the Company meets specified performance
    conditions and the participant also achieves a satisfactory individual performance rating. Performance Rights are
    issued with no exercise price and Performance Options are issued with an exercise price, based on the weighted
    average market price of the shares in the 28 days prior to the issue.
    The Performance Rights and Options Plan is a component of long-term incentives for senior managers, and aligns
    employee reward with shareholder wealth and both individual performance and company performance over a period
    of time. Performance Rights and Options are not exercisable unless the participant receives at least a satisfactory
    individual performance rating at the end of the measurement period. Any Performance Rights not vesting in the
    period will be forfeited.
    The terms and conditions of each grant of options affecting remuneration in the previous, current or future reporting
    periods are as follows:
    Exercise price
    Fair value
    (at grant
    date)
    Target
    achieved
    (% vested)
    Grant date
    Vesting
    period (2) Vest date
    Percentage
    with RSTR
    hurdle (1)
    Percentage
    with EPS
    hurdle (1) Option plan
    Performance
    rights RTSR EPS RTSR EPS
    1 July 2007 2.5 years 1 January 2010 50% 50% – Nil $3.12 $6.92 90% 0%
    1 July 2008 3 years 1 July 2011 50% 50% – Nil $1.85 $4.21 100% 0%
    30 June 2009 3 years 30 June 2012 50% 50% $4.10 – $1.49 $1.64 * *
    1 July 2010 3 years 30 June 2013 50% 50% $7.39 – $1.89 $2.11 * *
    1. For the Performance Rights issued on or after 1 July 2007, a number of conditions were adjusted. The performance hurdles now comprise
    two components: 50% of the Performance Rights is subject to achieving the RTSR target and 50% is subject to achieving an EPS target.
    2. Vesting periods range from two years for the initial issue in 2006 to three years for issues in 2008 and thereafter, to accommodate transition
    onto this plan.
    *  To be assessed on future vest date.
    RTSR and EPS are assessed under the same principles as the Executive Director Options Plan. Refer to pages 31 to 33
    for further details.
    1 July 2011 options
    For the service period commencing 1 July 2011 SEEK Limited intends to issue options, however, the terms and
    conditions of this scheme have not yet been approved by the Remuneration Committee.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 34
    Plan Grant date Expiry date
    Exercise
    price
    Fair value
    per option at
    grant date
    Date
    exercisable
    Selfcert Option
    Agreement
    25/08/2004 25/08/2010 $0.58 $0.22 Exercisable monthly subject to individual
    performance hurdle.
    Senior Executive
    Option Plan
    13/12/2004 13/12/2010 $0.83 $1.04 First maximum 25%, exercisable
    13 December 2005. The maximum 25% p.a.
    exercisable each 1 July, commencing
    1 July 2006.
    Executive
    Directors
    Options Plan
    22/03/2005 22/03/2011 $2.10 Tranche 1: $0.56
    Tranche 2: $0.64
    Tranche 3: $0.74
    First tranche (30% of total options)
    1 January 2007. Second tranche (35% of
    total options) 1 January 2008. Third tranche
    (35% of total options) 1 January 2009.
    Exercisable dependent on achieving
    Relative Total Shareholder Returns.
    Senior Executive
    Option Plan
    12/12/2005 12/12/2011 $3.05 $1.16 First maximum 25%, exercisable 13
    December 2006. The maximum 25% p.a.
    exercisable each 1 July, commencing
    1 July 2006.
    Performance
    Rights and
    Options Plan
    01/07/2006 01/07/2009 Nil $2.85 Exercisable 1 July 2008, dependent on
    achieving Relative Total Shareholder
    Return and individual performance hurdles.
    Performance
    Rights and
    Options Plan
    01/07/2007 01/01/2011 Nil RTSR $3.12
    EPS $6.92
    Exercisable 1 January 2010, dependent
    on achieving Relative Total Shareholder
    Return, Earnings Per Share
    and individual performance hurdles.
    Performance
    Rights and
    Options Plan
    01/07/2008 01/07/2012 Nil RTSR $1.85
    EPS $4.21
    Exercisable 1 July 2011 dependent on
    achieving Relative Total Shareholder Return,
    Earnings Per Share and individual
    performance hurdles.
    Executive
    Directors
    Options Plan
    01/07/2008 01/07/2013 $5.29
    Tranche 1:
    RTSR  $0.26
    EPS $0.59
    Tranche 2:
    RTSR $0.36
    EPS $0.81
    Tranche 3:
    RTSR $0.43
    EPS  $0.95
    First tranche (25% of total options) 30 June
    2009. Second tranche (25% of total options)
    30 June 2010. Third tranche (50% of total
    options) 30 June 2011. Exercisable dependent
    on achieving Relative Total Shareholder
    Return and Earnings Per Share.
    Performance
    Rights and
    Options
    30/06/2009 01/07/2014 $4.10 RTSR $1.49
    EPS $1.64
    Exercisable 1 July 2012 dependent on
    achieving Relative Total Shareholder Return,
    Earnings Per Share and individual
    performance hurdles.
    Executive
    Directors
    Options Plan
    30/11/2009 30/11/2014 $4.10 RTSR $2.90
    EPS $3.14
    Exercisable 1 July 2012 dependent on
    achieving Relative Total Shareholder Return,
    Earnings Per Share and individual
    performance hurdles.
    Performance
    Rights and
    Options Plan
    01/07/2010 01/07/2015 $7.39 RTSR $1.89
    EPS $2.11
    Exercisable 1 July 2013 dependent on
    achieving Relative Total Shareholder Return,
    Earnings Per Share and individual
    performance hurdles.
    CEO Jan 2011
    Options Plan  (1)
    01/01/2011 31/12/2014 $6.80 Tranche 1: $1.62
    Tranche 2: $1.78
    First tranche (50% of total options)
    1 January 2012. Second tranche (50%
    of total options) 1 January 2013. Exercise
    dependent upon retention.
    1. Options to be approved and granted at AGM to be held on 21 November 2011.
    SEEK Limited Annual Report 2011 35
    Directors’ Report
    Options granted under these plans were issued for no consideration and carry no dividend or voting rights.
    When exercisable, each option and Performance Right is convertible into one ordinary share in SEEK Limited.
    Unvested options and Performance Rights are forfeited if the executive ceases employment with SEEK.
    The plan rules contain a restriction on moving the ‘at risk’ aspect of the instruments granted to executives. Plan
    participants may not enter into transaction designed to remove the ‘at risk’ aspect of an instrument before it vests.
    Fair value
    The fair value of options and Performance Rights at grant date is independently determined using a Black-Scholes
    or similar option model that takes into account the exercise price, the term of the option, the impact of dilution,
    the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and
    the risk free interest rate for the term of the option. The expected price volatility is based on the historic volatility
    (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly
    available information.
    The model inputs for options and Performance Rights granted during the year ended 30 June 2011 included:
    Input 1 July 2010 1 January 2011
    Exercise price $7.39  $6.80
    Issue date 1 July 2010 1 January 2011
    Grant date 1 July 2010 21 November 2011 (1)
    Expiry date 1 July 2015 31 December 2014
    Share price at grant date $6.88 $6.52
    Expected price volatility 40% 40%
    Dividend yield 1.6% 2.1%
    Risk free rate 4.5% Tranche 1: 5.2%
    Tranche 2: 5.3%
    Vest period 3 years Tranche 1: 1 year
    Tranche 2: 2 years
    Vesting conditions RTSR, EPS
    and individual
    performance rating
    CEO retention
    Fair value RTSR $1.89
    EPS $2.11
    Tranche 1: $1.62
    Tranche 2: $1.78
    1. Options to be approved and granted at AGM to be held on 21 November 2011.
    Employee Share Trust
    In June 2008, SEEK Limited established an Employee Share Trust (EST) to oversee the administration of all current
    and future share option and Performance Rights and Options Plans. The Trustee of the EST is Computershare Plan
    Managers Pty Ltd. Computershare will also administer all SEEK plans.
    As well as streamlining administration of the plans, the structure enables the Trustee to buy SEEK shares on
    market or issue new SEEK shares for delivery to employees exercising vested share options and Performance Rights.
    The establishment of the EST does not have any negative change to the rights of employees in the various plans, or
    on shareholders.
    Options granted, vested and lapsed during the period
    Details of options over ordinary shares in the Company provided as remuneration to each director of SEEK Limited
    and each of the key management personnel of the parent entity and the Group are set out on page 37. When
    exercisable, each option is convertible into one ordinary share of SEEK Limited. Further information on options
    is set out in note 26 to the financial statements.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 36
    Number of
    options and
    Performance
    Rights granted
    during the year
    Value of options
    at grant date (1)
    $
    Number of
    options and
    Performance
    Rights vested
    during the year
    Number of
    options and
    Performance
    Rights lapsed
    during the year
    Value at lapse
    date of lapses (2)
    $
    Executive directors
    P M Bassat (4) 502,000  1,004,000  261,383  1,322,595  1,132,246
    A R Bassat (3) 1,658,069  2,968,739  261,383  261,383  300,590
    Other key management personnel
    J A Armstrong 73,530  147,060  – – –
    C M T Eaton 63,180  126,360  – – –
    J S Powell 129,438  258,876  – – –
    J S Lenga  113,750  227,500  – – –
    M Callaghan 60,000  120,000  – – –
    H Souness 53,000  106,000  – – –
    1. The value at grant date calculated in accordance with AASB 2 Share-based Payments of options granted during the year as part of compensation.
    2. The value at lapse date of options that were granted as part of remuneration and that lapsed during the year were due to Paul Bassat's cessation
    of employment and due to failure to meet performance hurdles. The value is determined at the time of lapsing.
    3. 1,156,069 options to be approved and granted at AGM to be held on 21 November 2011.
    4. Paul Bassat’s options lapsed on 30 June 2011. Refer to page 30 for Paul’s resignation details.
    The assessed fair value at the grant date of options and Performance Rights granted to the individuals is allocated
    over the period from grant date to vesting date and the amount is included in the remuneration tables above.
    Shares provided on exercise of remuneration options
    Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each
    director of SEEK Limited and other key management personnel of the Group are set out below.
    Date of
    exercise
    Number of
    ordinary shares
    issued on exercise
    of options during
    the year
    Weighted
    average
    exercise price
    $
    Value at
    exercise
    date (1)
    $
    Options
    fulfilment
    Other key management personnel
    P D Everingham 7 September 2010 10,000  2.48  51,785  Shares purchased on market
    M Callaghan 7 September 2010 7,083  2.78  34,555  Shares purchased on market
    1. The value at exercise date of the options that were granted as part of the remuneration and were exercised during the year has been determined
    as the intrinsic value of the options at that date.
    On 1 July 2011 Paul Bassat exercised 471,011 options and Carey Eaton exercised 10,208 options, which were satisfied
    by the issue of new shares.
    Details of remuneration: cash bonuses and share-based payment benefits
    For each cash bonus and grant of options, included in the tables on pages 28, 29 and 35, the percentage of maximum
    bonus of grant that was paid, or that vested, in the financial year and comparative financial year, and the percentage
    that was forfeited because the person did not meet the performance criteria, is set out on page 38. No part of the
    bonus or grants of options are payable in future years.
    No options will vest if the performance conditions are not satisfied, hence the minimum value of the option yet to vest
    is $nil. The maximum value of the options yet to vest has been determined as the amount of the grant date fair value
    of the options that is yet to be expensed. Fair value is calculated in accordance with the Group’s accounting policy as
    discussed in note 1(s)(iv).
    SEEK Limited Annual Report 2011 37
    Directors’ Report
    Share-based payments
    Year 2011 Cash bonus Options and Cash LTI
    Name
    Paid
    %
    Forfeited
    %
    Grant
    date
    Vested (2)
    %
    Forfeited (2)
    %
    Financial years
    in which options
    may vest
    Maximum total
    value of grant
    yet to vest
    $
    A R Bassat (1) – – 1/07/2008 50% 50% 2011 –
    30/11/2009 – – 2012 562,940
    1/07/2010 – – 2013 669,333
    1/01/2011 – – 2012-2013 1,239,595
    2,471,868
    J A Armstrong 43% 57% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 40,462
    1/07/2010 – – 2013 98,040
    138,502
    C M T Eaton 43% 57% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 35,658
    1/07/2010 – – 2013 84,240
    119,898
    J S Powell 50% 50% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 78,415
    1/07/2010 – – 2013 172,584
    250,999
    J S Lenga 50% 50% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 49,525
    1/07/2010 – – 2013 151,667
    201,192
    P D Everingham 38% 62% 1/07/2008 50% 50% 2011 –
    1/07/2009 (3) 2012 –
    1/07/2010 (3) 2013 172,645
    172,645
    M Callaghan 43% 57% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 33,096
    1/07/2010 – – 2013 80,000
    113,096
    H Souness 50% 50% 1/07/2008 50% 50% 2011 –
    30/06/2009 – – 2012 31,518
    1/07/2010 – – 2013 70,667
    102,185
    M Ilczynski 43% 57% 1/07/2009 (3) 2012 –
    1/07/2010 (3) 2013 172,645
    172,645
    1. Executive Directors do not receive cash bonuses.
    2. The percentage of options vested and forfeited is calculated on total options that have vested in the current financial year for each particular grant.
    3. Amounts included for Education LTI are a current estimate of future awards amounts.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 38
    Shares under option
    Unissued ordinary shares of SEEK Limited under option at the date of this report are as follows:
    Date
    granted
    Expiry
    date
    Exercise price
    of options Number
    Senior Executive Option Plan
    11 November 2005 11 November 2011 $2.34 22,100
    Executive Director Options
    1 July 2008 1 July 2012 $5.29  471,011
    30 November 2009 30 November 2014 $4.10  559,212
    1 January 2011 31 December 2014 $6.80  1,156,069
    Performance Rights and Options Plan
    1 July 2008 1 July 2012 – 119,550
    30 June 2009 1 July 2014 $4.10  712,686
    1 July 2010 1 July 2015 $7.39  1,378,849
    Total Options and Performance Rights 4,419,477
    No option holder has any right under the options to participate in any other share issue of the Company or of any
    other entity.
    Loans to directors and executives
    There have been no loans to directors or executives during the financial year.
    SEEK Limited Annual Report 2011 39
    Directors’ Report
    Additional information
    Principles used to determine the nature and amount of remuneration
    Relationship between remuneration and company performance
    The overall level of executive rewards takes into account the performance of the Group over a number of years.
    Since the 2005 financial year, SEEK has elected to move towards a stronger link with company results and
    executive remuneration.
    The table below sets out summary information about the Group’s earnings and movements in shareholders' wealth
    for the past five years up to and including the current financial year and shows movements between executives'
    compensation and SEEK’s performance.
    Balances Movement
    2011 2010 2009 2008 2007 2011 2010 2009 2008 2007
    Total Executive
    remuneration ($'000) (1) 6,275  5,567 4,241  4,430  4,501  12.7% 31.3% (4.3%) (1.6%) 2.0%
    Revenue ($'000) 344,735 281,792 209,778 211,488 158,897  22.3% 34.3% (0.8%) 33.1% 45.4%
    'Look through' revenue ($'000) (2) 557,642 454,272 399,422 304,388 206,100  22.8% 13.7% 31.2% 47.7% 88.5%
    Adjusted EBITDA ($'000) 135,636 117,365 97,767 109,809 80,317  15.6% 20.0% (11.0%) 36.7% 63.7%
    'Look through'
    Adjusted EBITDA ($'000) (2) 187,533 142,281 111,088 118,804 85,984  31.8% 28.1% (6.5%) 38.2% 75.3%
    Net profit after tax attributable
    to SEEK Limited ($'000) 97,688 89,521 55,301 76,280 55,515  9.1% 61.9% (27.5%) 37.4% 62.5%
    Share price at year end ($) 6.44  7.01 4.17  5.00  7.38  (8.1%) 68.1% (16.6%) (32.2%) 37.9%
    Weighted average share price ($) 6.86  6.30 3.86 6.60 6.17 8.8% 63.1% (41.5%) 7.0% 77.0%
    Basic EPS (cents) 29.0  26.6 18.8  26.6  19.6  9.1% 41.5% (29.3%) 35.7% 62.0%
    Diluted EPS (cents) 28.9  26.5 18.7  26.3  19.3  9.2% 41.7% (28.9%) 36.3% 62.2%
    Interim dividend (cents per share) 6.8  5.2  4.5  8.7  6.0  30.8% 15.6% (48.3%) 45.0% 62.2%
    Final dividend (cents per share) 7.5  6.7 4.7 9.9 7.7 12.8% 41.5% (52.5%) 28.6% 60.4%
    1. Excludes non-executive directors.
    2. 'Look through' revenue and Adjusted EBITDA presented for investments have been calculated for each respective financial year based on SEEK’s closing
    proportional ownership interest at the end of each financial year. As such, SEEK’s look through interest is not necessarily reflective of the prorata basis
    revenue and EBITDA over the period which that interest was held.
    Remuneration Report continued
    SEEK Limited Annual Report 2011 40
    As set out on page 24, during the year the executive management team was expanded to reflect the increased roles
    and responsibilities of certain staff members, increasing the executive management team from seven to 10 members.
    Total executive remuneration for the year is $6,275,000, which is 6.4% of net profit after tax attributable to SEEK
    Limited and despite the changes in the executive management team, the portion of remuneration to profit after tax
    has remained constant on the prior year. Compared to the prior period, basic EPS increased by 9.1% (2010: 41.5%).
    Given the growth in the International business during the year, executive remuneration has been assessed against
    results on a 'look through' basis, as presented in the graph below. Compared to the prior period, look through
    Adjusted EBITDA increased by 31.8% (2010: 28.1%).
    In order to tie executive remuneration to business performance,
    at-risk short-term incentives have been an increasing proportion
    of the executive remuneration.
    The current long-term incentive plans are options plans which have been
    designed to align executive rewards with shareholder value through the
    use of relative total shareholder return (RTSR) and earnings per share
    (EPS) hurdles. Several of these plans have not yet vested and all plans
    have exercise periods over several years.
    The short-term incentive plan is payable to senior executives based on
    company and individual performance. The STI has fluctuated with the level
    of profit after tax attributable to SEEK Limited over the past five years with
    higher STIs payable in the stronger years. The at risk STI is currently 7.3%
    (2010: 13.5%) of executive remuneration.
    The short-term incentive paid to senior executives over the past five years
    has been less than 1% of profit before tax.
    This report is made in accordance with a resolution of the directors.
    Bob Watson
    Chairman
    Melbourne
    23 August 2011
    ‘Look through’ Adjusted EBITDA
    $’000 $m
    07 08 09 10 11
    0
    2,000
    1,000
    5,000
    4,000
    3,000
    6,000
    7,000 250
    200
    150
    100
    50
    0
    ‘Look through’ Adjusted EBITDA
    Total executive remuneration
    SEEK Limited Annual Report 2011 41
    Auditor’s Independence Declaration
    SEEK Limited Annual Report 2011 42
    The Board of SEEK considers that high standards of corporate governance are a cornerstone to creating long-term
    and sustainable shareholder value. It is also a key element in ensuring that the Company workplace is fair, equitable
    and respectful of its employees, and protects the interests of other stakeholders.
    Features of the SEEK corporate governance regime are summarised below. Further details on the Company
    corporate governance codes, policies and charters are available from the About SEEK/Corporate Governance
    section on the SEEK website – www.seek.com.au (the “Company website”).
    SEEK has adopted the revised ASX Corporate Governance Council’s Corporate Governance Principles and
    Recommendations (2nd Edition) issued on 30 June 2010. SEEK considers that its governance systems were
    consistent with these Principles throughout the reporting period.
    Board and Senior Management Functions
    (Corporate Governance Principles and Recommendations: 1.1, 2.3)
    The Board operates in accordance with the SEEK Board Charter, which is available from the Company website and
    sets out the functions reserved to the Board. The Board reviews and approves the Board Charter on an annual basis.
    Responsibilities
    The responsibilities of the Board as set out in the Board Charter include:
    1. Strategy
    Providing input and approval of the Group’s strategic direction and business plans as developed by Management. –
    Directing, monitoring and assessing the Group’s performance against strategic and business plans. –
    Approving and monitoring capital management including major capital expenditure, acquisitions and divestments. –
    2. Risk management
    Ensuring a process is in place to identify the principal risks of the Group’s business. –
    Reviewing, ratifying and assessing the integrity of the Group’s systems of risk management, legal compliance,  –
    and internal compliance and control.
    3. Reporting and disclosure
    Approving and monitoring financial and other reporting, including reporting to shareholders and other stakeholders. –
    Establishing procedures to ensure implementation and adherence by appropriate management levels of the Group’s  –
    continuous reporting policy.
    4. Management
    Appointment and terms of engagement of the CEO. –
    Ensuring that a process is in place such that the remuneration and conditions of service of senior executives  –
    are appropriate.
    Ensuring that a process is in place for executive succession planning, and monitoring that process. –
    Delegating authority to the CEO. –
    5. Performance
    Evaluating the CEO’s performance. –
    Approving criteria for assessing performance of senior executives and for monitoring and evaluating  –
    the performance of senior executives.
    Undertaking a performance evaluation of the Board. –
    Establishing and reviewing succession plans for Board membership. –
    6. Corporate governance
    Establishing appropriate standards and encouraging ethical behaviour and compliance with the Group’s  –
    own governing documents, including the Group’s Code of Conduct.
    Monitoring the Group’s compliance with corporate governance standards. –
    Corporate Governance Statement
    SEEK Limited Annual Report 2011 43
    Corporate Governance Statement
    The SEEK Board Charter delegates authority to the Managing Director (MD) and CEO for management of the
    Company. The role has overall responsibility for the operational, financial and business performance of SEEK and
    the SEEK Group of companies, while also managing the organisation in accordance with the strategy and policies
    approved by the Board. Executives reporting to the CEO have their roles and responsibilities defined in specific
    position descriptions.
    The roles of Chairman and CEO are not exercised by the same individual.
    Board Composition and Size
    (Corporate Governance Principles and Recommendations: 2.1, 2.2, 2.6)
    The SEEK Board comprises the following directors at the date of this Report:
    Name Position Appointed
    Mr Bob Watson Chairman, independent and non-executive director Feb 1999
    Mr Andrew Bassat MD and CEO, executive director Sep 1997
    Mr Neil Chatfield Independent and non-executive director Jun 2005
    Mr Colin Carter Independent and non-executive director Mar 2005
    Ms Denise Bradley Independent and non-executive director Feb 2010
    The directors determine the size of the Board with reference to the SEEK Constitution and SEEK Board Charter,
    which provides that there will be a minimum of three directors. The SEEK Board currently comprises four
    non-executive directors and the Managing Director. Mr Paul Bassat, MD and joint CEO, resigned on 1 July 2011.
    The Board considers that the directors bring professional skills, knowledge and experience as well as personal
    attributes which enable the Board to operate effectively and meet its responsibilities to the Company, its
    shareholders and other stakeholders.
    The professional experience of the Board members cover diverse areas across a broad range of industries such
    as Employment, Transport and Logistics, and Education. For further information on the directors, please refer
    to the Information on Directors section of the Directors’ Report.
    Director Independence
    (Corporate Governance Principles and Recommendations: 2.1, 2.6)
    The Board confirms that all current serving non-executive directors are independent. Mr Andrew Bassat, by virtue
    of his executive office as MD and CEO, is not considered to be independent.
    The Board has determined that none of its independent directors hold relationships which could reasonably
    be perceived to materially interfere with or compromise their independent judgement.
    The Board tables individual director interests at every SEEK Board meeting.
    Access to Information
    (Corporate Governance Principles and Recommendations: 2.6)
    Directors are able to access members of senior management to request relevant information in their role
    as a non-executive director.
    Directors are entitled to seek independent professional advice at the Company’s expense relating to their
    role as a SEEK director, subject to the prior written approval of the Chairman.
    Board and Senior Management Functions continued
    SEEK Limited Annual Report 2011 44
    Board Remuneration and Performance Review
    (Corporate Governance Principles and Recommendations: 2.5, 2.6, 8.2, 8.3)
    The Board reviews its performance internally, from FY11, on an annual basis. Previously, Board performance reviews
    were conducted every two years. From FY11 the Board will use surveys for this purpose which are prepared and
    collated externally to ensure that individual directors and the Board as a whole work effectively in meeting their
    responsibilities as described in the Board Charter. The Chairman will meet annually with each non-executive director
    to discuss individual performance. The Chair of the Audit Committee will meet annually with the Chairman to discuss
    the Chair’s performance.
    Commencing in FY12, the Board will conduct externally facilitated performance reviews on a periodic basis, with
    the aim to conduct such reviews in every third year. These reviews will incorporate feedback from Executives and
    stakeholders beyond the Board.
    All directors receive copies of all Committee Board packs, including the minutes for each Committee meeting. In
    addition, the Committee Chair provides an update at the following Board meeting on the activities of the Committee.
    The Board reviews and approves the Charters of each committee on an annual basis.
    The maximum aggregate amount of fees that may be paid to all SEEK non-executive directors each year is capped
    at $1 million, which was approved by shareholders at the 2010 AGM. The total fees (including superannuation) paid
    to non-executive directors during the reporting period was $648,550.
    Further details on directors’ remuneration are disclosed in the Remuneration Report.
    Executive Remuneration and Performance Review
    (Corporate Governance Principles and Recommendations: 1.2, 1.3, 8.3)
    The performance of the Executive team including the CEO is assessed annually, in June. Assessment is measured
    against the Company’s performance rating system (SEEK Synergy), which is applied in relation to all SEEK
    employees. The performance of the Executive team is measured against quantifiable goals and objectives set
    at the start of the financial year, including the performance of the Group, the performance of the relevant function
    or business, and the individual performance of the executive. Performance is also assessed as for all Company
    employees against the executive’s fulfilment of the Company values.
    In addition to this, the performance of the CEO is reviewed by the Board. The Chairman meets annually with
    the CEO to discuss individual performance.
    Further details on CEO and Executive remuneration are disclosed in the Remuneration Report.
    Diversity
    (Corporate Governance Principles and Recommendations: 3.2, 3.3, 3.4)
    SEEK recognises the great value contributed to the organisation by the talent and diversity of its employees,
    bringing varied skills, cultural backgrounds and experience.
    The Company’s success is a reflection of the quality and skill of its people. SEEK has an energetic and dynamic
    workforce with passion and fresh ideas, able to innovate and produce strong business performance results – a key
    competitive advantage. SEEK is committed to fostering this diversity by providing a work environment and culture
    in which all its employees are valued and treated with respect, and provided with equal access to opportunities.
    SEEK values gender diversity in its workforce, as is evident from the strong female representation in the Company,
    with women comprising 48% of its employees, and 35% of its senior management team in June 2011. As of 1 July
    2011, at the Board level, SEEK has one female director, which comprises 25% of non-executive Board representation,
    while in the Executive team, women comprise 22%.
    SEEK is committed to broader diversity principles. It has initiated a number of programs in areas such as
    Indigenous engagement. An example of this is SEEK’s program to identify training and employment opportunities
    for Indigenous jobseekers.
    SEEK Limited Annual Report 2011 45
    Corporate Governance Statement
    SEEK’s approach to diversity is stated in the Company Diversity Policy which is available on the employee intranet.
    The policy is focused on providing flexible work practices to all its employees male or female to assist in the
    balancing of work and family responsibilities, and to assist employees in pursuing their personal as well as
    professional development goals. These include the following, which are summarised from the Diversity Policy:
    Flexible working time arrangements; –
    Employee education assistance; –
    Employee network and support groups; –
    Mentor program; –
    Flexible policies including unlimited access to sick and carer’s leave; –
    Appointment of a Diversity and EEO Contact Officer to whom employees may make suggestions and complaints;  –
    SEEK Connect – an internal program designed to ensure that employees meet with a wide range of people within  –
    the business with whom they might otherwise not interact on a regular basis.
    SEEK is working on a Diversity Project endorsed by the Board in October 2010 to deliver on agreed organisational
    goals and objectives. The Board will review this work and develop measurable diversity objectives which will be
    added to the Company Diversity Policy, and be disclosed in the SEEK FY12 Annual Report in compliance with the
    ASX Corporate Governance Principles and Recommendations.
    Once in place, the Remuneration Committee will review progress towards these measurable objectives on a regular
    basis. The Board will report on the Company’s achievement of its measurable objectives in the SEEK Annual Report.
    Share Trading Policy
    SEEK’s Share Trading Policy governs when its officers, defined as its directors, executives or senior managers,
    may deal in SEEK securities and the process which must be followed in respect of such dealings.
    Trading by officers in SEEK securities is only permitted during the trading windows set out in the policy, which is at a
    high level six weeks immediately following the release of each of the half year or full year financial results. Directors
    must seek the prior written approval of the Chairman to deal in SEEK securities, while other officers must seek the
    prior written approval of the CFO or Company Secretary.
    SEEK directors, executives or their associates are prohibited from entering into transactions in associated products
    which operate to limit the economic risk of security holdings in the Company over unvested entitlements.
    SEEK officers are only permitted to enter margin loans with the prior written approval of the Chairman. If approval
    is granted, the Continuous Disclosure Committee (comprising the CEO, CFO and Company Secretary) will review
    the terms of the margin loan to determine whether there are any material terms requiring disclosure to the market.
    Board Committees
    The Board is supported by a Remuneration Committee, Audit and Risk Management Committee and Nomination
    Committee. The Committees are comprised of independent non-executive directors. The members of these
    Committees at the date of this Report are:
    Board
    Audit and Risk
    Management
    Committee
    Remuneration
    Committee
    Nomination
    Committee
    R C G Watson ? ? ? ?
    A R Bassat ? – – –
    C B Carter ? ? ? ?
    N G Chatfield ? ? – ?
    D I Bradley ? – ? ?
    For information on the skills, experience and expertise of the Committee members, please refer to pages 20 to 21 of
    the Directors’ Report. In relation to the number of meetings and attendance of members at the Committee meetings,
    please refer to page 22 of the Directors’ Report.
    Diversity continued
    SEEK Limited Annual Report 2011 46
    Remuneration Committee
    (Corporate Governance Principles and Recommendations: 8.1, 8.2)
    The Remuneration Committee comprises three members, all of whom are independent non-executive directors.
    It is chaired by the Chairman of the SEEK Board. Other directors that are not members of the Committee and
    executives attend by invitation.
    The Remuneration Committee Charter, which is available from the Company website, sets out its role and
    responsibilities. In summary, the Committee has the delegated responsibility from the SEEK Board to conduct
    detailed examination of the following matters:
    Remuneration packages and policies applicable to the CEO, non-executive directors, and where considered  –
    appropriate, Executives.
    Compliance with statutory responsibilities relating to remuneration disclosure. –
    Review and approval of the design of equity-based plans including eligibility criteria, performance hurdles  –
    and proposed awards.
    Review and approval of budget and guidelines each year for annual performance review and salary review processes. –
    Review and approval of decisions regarding where to position the Company relative to market remuneration  –
    levels and composition.
    Review policies relating to employee share and option plans. –
    Review the Company’s superannuation plan and compliance with relevant laws and regulations. –
    Review executive and director retirement and termination payments. –
    Review and monitor fringe benefits. –
    Monitor effective succession planning for the positions of CEO, non-executive directors and Executives. –
    Audit and Risk Management Committee
    (Corporate Governance Principles and Recommendations: 4.1, 4.2, 4.3,4.4)
    The Audit and Risk Management Committee consists of three members, all of whom are independent non-executive
    directors. It is chaired by an independent non-executive director. Other directors that are not members of the
    Committee, the external auditor and executives attend meetings by invitation.
    The Audit and Risk Management Committee Charter, which is available from the Company website, sets out its role
    and responsibilities. In summary, the Committee has the delegated responsibility from the SEEK Board to conduct
    detailed examination of the following matters:
    Financial Reporting
    The primary responsibility of the Committee is to oversee the financial reporting process on behalf of the Board  –
    and to recommend to the Board appropriate actions in the interests of the integrity of financial reporting.
    Statutory Financial Reports
    Review the statutory financial reports of the SEEK Group and become satisfied that the reports provide a true  –
    and fair view of the financial affairs of the SEEK Group.
    SEEK Limited Annual Report 2011 47
    Corporate Governance Statement
    Assessment of Systems of Financial Risk Management and Internal Control
    Discuss with management and the external auditor the SEEK Group’s accounting and financial controls,  –
    for the purpose of forming a view as to the effectiveness of these controls, policies, procedures and programs.
    In co-operation with management and the external auditor, recommend improvements to the SEEK Group’s  –
    accounting and financial controls.
    Discuss with management and the external auditor the SEEK Group’s accounting policies and methods for the  –
    purpose of forming a view as to the appropriateness (as opposed to the acceptability) of these policies and methods.
    In co-operation with management, and the external auditor, recommend changes to the SEEK Group’s accounting  –
    policies and methods.
    Review all related party transactions involving the SEEK Group. –
    May request reports from SEEK Management on the risk frameworks and controls within entities in which  –
    SEEK holds equity but not a controlling interest.
    External Audit
    Recommend to the Board the appointment and remuneration (and, where appropriate, replacement) of the external  –
    auditor and the terms of their engagement.
    Agree with the external auditor the overall scope of the external audit, including identified risk areas and any  –
    additional procedures considered necessary.
    Monitor and periodically evaluate the effectiveness of the external auditor. –
    Independence of the External Auditor and Provision of Non-audit Services
    Periodically (at least once per annum) assess the independence of the external auditor by considering the relationships  –
    and services provided by the external auditor that may lead to an actual or perceived lack of independence.
    Approve and review the External Auditor Independence Policy (refer to the separate policy available on the Company  –
    website) which regulates the provision of services by the external auditor, and monitor compliance with that policy.
    Recommend to the Board the appropriate disclosure in each year’s Financial Report of the full details of fees paid  –
    to the external auditor, including an analysis of non-audit services.
    Require that the lead external audit engagement partner be rotated every five years at a minimum. –
    Risk Profile Oversight
    Financial Reporting
    Review the SEEK Group’s assessment of material risks and form an opinion on the adequacy and effectiveness  –
    of the risk assessment based on an evaluation of the rigour and suitability of the process undertaken.
    Consider the processes that management uses to design and assure controls and to measure their effectiveness  –
    together with reports from the Group Risk Manager to form an opinion on the reliability of the risk assessment.
    Review the SEEK Group’s risk profiles as developed by management and monitor emerging risks and changes  –
    in the SEEK Group’s risk profile.
    Audit and Risk Management Committee continued
    SEEK Limited Annual Report 2011 48
    Effectiveness of the Risk Management Framework
    Review, recommend to the Board, and oversee the operation of, risk management policies and procedures,  –
    so that there is, amongst other things.
    A procedure for identifying risks relevant to the SEEK Group’s businesses and controlling their financial  –
    or non-financial impacts on the SEEK Group.
    An adequate system of internal control, risk management and safeguarding of assets. –
    A system of reporting and investigating breaches of risk management policies and procedures. –
    A review of internal control systems and the operational effectiveness of risk management policies  –
    and procedures.
    A culture of risk management and compliance throughout the SEEK Group. –
    Adequate resources to support the risk management function and enable proper remedial action  –
    to be taken to address areas of weakness.
    Review, recommend to the Board, and monitor the SEEK Group’s Whistleblower Policy. –
    Review and monitor the SEEK Group’s risk management performance, including conducting specific  –
    investigations where necessary.
    Review and provide oversight on the Group’s insurance policies. –
    Nomination Committee
    (Corporate Governance Principles and Recommendations: 2.4, 2.6)
    The Nomination Committee consists of all of the independent non-executive directors of the SEEK Board,
    comprising four members. It is chaired by the Chairman of the SEEK Board. The CEO and MD, who is not a member
    of the Committee, and other executives attend meetings by invitation.
    The Nomination Committee Charter, which is available from the Company website, sets out its role and
    responsibilities. The Committee has the delegated responsibility from the SEEK Board to conduct detailed
    examination of the following matters:
    Assessing and enhancing the necessary and desirable competencies of the Board and Chairman. –
    Reviewing the size and composition of the Board, including succession plans to enable an appropriate balance  –
    of skills, experience and expertise to be maintained.
    Making recommendations to the Board on the appointment and removal of Directors. –
    Developing and reviewing the process for the evaluation of the performance of the Board, the Chairman  –
    and individual Directors.
    Evaluating the performance of the Board, its Committees and Directors. –
    Ensuring that there is an appropriate induction process in place for new Directors and reviewing its effectiveness. –
    Reviewing the process for the selection and removal of Directors and assessing its effectiveness; and –
    Ensuring there is a continuing education program for directors in respect to compliance and governance issues. –
    When a new director is to be appointed, the Nomination Committee under delegation from the Board, reviews the
    range of skills, experience, expertise and diversity on the Board, identifies the requirements of the Board and the
    Company, and prepares a short-list of candidates with appropriate skills and experience. Where necessary, advice
    is sought from independent search consultants. The Nomination Committee will recommend to the Board the
    most suitable candidate, who, if selected by the Board, must stand for election at the next Annual General Meeting
    of the Company.
    The Board’s nomination of existing directors for re-appointment is not automatic and is contingent on their past
    performance, contribution to the Company, and the current and future needs of the Board and the Company.
    SEEK Limited Annual Report 2011 49
    Corporate Governance Statement
    Recognise and Manage Risk
    (Corporate Governance Principles and Recommendations: 7.1, 7.2, 7.3, 7.4)
    The Board is responsible for approving and reviewing the SEEK risk management strategy and policy, with the Audit
    and Risk Management Committee having delegated responsibility to conduct detailed review in a number of key risk
    areas as outlined in the A&RMC Charter (and set out above). The active identification of risks and implementation
    of appropriate controls and mitigation measures are the responsibilities of Management.
    SEEK’s enterprise risk management framework is based on the international standard (AS/NZS ISO 31000:2009)
    for risk management.
    Management has established a group risk framework, and within this each business unit/department is required
    to profile its risk environment, control identification and operation. The outcomes of the risk profile across the Group
    are aggregated for reporting to the Executive and the Audit and Risk Management Committee.
    During 2011 SEEK appointed a Group Risk Manager whose responsibilities include the monitoring and review of the
    Company’s internal control systems and procedures. The Group Risk Manager will provide reports to the Audit and
    Risk Management Committee. The Audit and Risk Management Committee provides oversight on the risk framework
    and aggregated risk profiles at the Group level, and monitors Management’s response to internal risk and assurance
    reviews. The Group risk function is independent of the external audit, has access to the Audit and Risk Management
    Committee and also has access to the Company executives and employees.
    When considering the Audit and Risk Management Committee’s review of financial reports, the Board receives a
    written statement signed by the CEO and MD, and the CFO, affirming that SEEK’s financial reports give a true and
    fair view in all material respects of the Company's financial position and comply in all material respects with relevant
    accounting standards. The statement also confirms that the Company’s financial reports are founded on a sound
    system of risk management and internal control and that the system is operating effectively in relation to the financial
    reporting risks.
    SEEK’s risk management policy is available on the Company website.
    Continuous Disclosure
    (Corporate Governance Principles and Recommendations: 5.1, 5.2)
    SEEK’s Continuous Disclosure Policy sets out the key responsibilities for the Company employees in relation
    to continuous disclosure. The Policy is reviewed annually by the Board.
    The Policy sets out SEEK’s obligations under the ASX Listing Rules and the Corporations Act 2001. It refers
    to the type of information that requires disclosure. The policy also provides procedures for internal notification
    and external disclosure.
    The Board is responsible for ensuring that SEEK complies with its continuous disclosure obligations. The CEO,
    CFO and Company Secretary (the Continuous Disclosure Committee) are responsible for determining what matters
    might be considered to be price sensitive and whether or not disclosure is required under the ASX Listing Rules.
    A copy of the Company’s Continuous Disclosure Policy is available on the Company website.
    Communication with Shareholders
    (Corporate Governance Principles and Recommendations: 6.1, 6.2)
    SEEK is committed to transparency and openness in its communication with its shareholders. It works to
    keep shareholders fully informed regarding developments and important information affecting the Company.
    The key channels currently utilised by SEEK to distribute information to shareholders include:
    1. the SEEK website;
    2. the Notice of AGM and explanatory memoranda;
    3. the Annual Report;
    4. Financial statements and accompanying presentations to the market; and
    5. ASX announcements.
    SEEK Limited Annual Report 2011 50
    Annual General Meeting (AGM)
    The AGM is a key opportunity for shareholders to hear the CEO and Chairman provide updates on Company
    performance, ask questions of the Board, and to express a view and vote on the various matters of Company
    business on the agenda. Shareholders may also ask questions of the Company’s external auditors at the meeting.
    SEEK encourages its shareholders to attend its AGM. SEEK also commits to deal with shareholder queries
    in a respectful and timely manner whenever they are received by the Company.
    Communications with Analysts
    The Company communication framework includes the following to ensure provision of equal access to material
    information:
    1. All discussions with analysts are conducted by or with the sanction of the CEO or the CFO, and are limited
    to explanation of previously disclosed material.
    2. Where information is likely to be price sensitive, in line with its legal obligations and Continuous Disclosure Policy,
    SEEK immediately discloses the information to the market.
    3. All formal SEEK analyst presentations are released to the market.
    4. Generally speaking, meetings with analysts to discuss financial results are not held from 1 January to release
    of the half year results, or from 1 July to release of the full year results.
    Code of Conduct
    (Corporate Governance Principles and Recommendations: 3.1, 3.5)
    SEEK prides itself on creating and maintaining a vibrant and transparent employee culture which demonstrates
    the Company values of Honesty, Ownership, Teamwork and Passion. The SEEK values form an integral part of the
    Company performance review and reward process (SEEK Synergy). All SEEK employees including executives are
    required to meet both their professional KPIs and a minimum performance rating evidencing their demonstration
    of the SEEK values for the relevant review period.
    The SEEK code of conduct is available on the employee intranet. The SEEK code of conduct reflects the SEEK values
    to ensure a work environment and culture that complies with the law, is honest, respectful, equitable and
    professional.
    Ethical and responsible decision making at SEEK is also promoted by an additional code of conduct for directors
    and executives, based on a code of conduct for directors prepared by the Australian Institute of Company Directors
    (AICD). The code of conduct for directors and executives is found on the Company website.
    SEEK has a Whistleblowers Policy available on the employee intranet which is designed to support and protect
    employees who properly report non-compliant, illegal or unethical conduct by other employees. The aim of the Policy
    is to protect the confidentiality and position of employees wishing to raise matters which affect the fairness, legality
    or integrity of the Company.
    SEEK Limited Annual Report 2011 51
    Contents
    Financial Report for 30 June 2011
    53 Consolidated Income Statement
    54 Consolidated Statement of Comprehensive Income
    55 Consolidated Balance Sheet
    56 Consolidated Statement of Changes in Equity
    57 Consolidated Statement of Cash Flows
    58 Notes to the Financial Statements
    58 Note 1: Summary of significant accounting policies
    70 Note 2: Financial risk management
    75 Note 3: Critical accounting estimates and judgements
    77 Note 4: Segment information
    82 Note 5: Revenue
    82 Note 6: Other income
    82 Note 7: Expenses
    83 Note 8: Income tax
    87 Note 9: Cash and cash equivalents
    87 Note 10: Trade and other receivables
    89 Note 11: Investments accounted for using the equity method
    93 Note 12: Other financial assets
    94 Note 13: Plant and equipment
    95 Note 14: Intangible assets
    97 Note 15: Trade and other payables
    97 Note 16: Borrowings
    98 Note 17: Other financial liabilities
    99 Note 18: Provisions
    100 Note 19: Contributed equity
    102 Note 20: Equity
    105 Note 21: Dividends
    105 Note 22: Key management personnel disclosures
    110 Note 23: Remuneration of auditors
    111 Note 24: Contingent liabilities
    111 Note 25: Commitments for expenditure
    112 Note 26: Share-based payments
    114 Note 27: Related party transactions
    115 Note 28: Deed of cross guarantee
    118 Note 29: Business combinations
    122 Note 30: Interests in controlled entities
    124 Note 31: Events occurring after balance date
    124 Note 32: Reconciliation of operating profit after income tax
    to net cash inflow from operating activities
    125 Note 33: Earnings per share
    126 Note 34: Parent entity financial information
    127 Directors’ Declaration
    128 Independent Auditor’s Report
    130 Shareholder Information
    132 Five Year Financial Summary
    IBC Corporate Directory
    This Financial Report covers SEEK Limited
    as a consolidated entity consisting of
    SEEK Limited and its controlled entities.
    The financial report is presented in the
    Australian currency.
    The Financial Report was authorised for
    issue by the directors on 23 August 2011.
    The Company has the power to amend
    and reissue the Financial Report.
    SEEK Limited is a company limited
    by shares, incorporated and domiciled
    in Australia. Its registered office and
    principal place of business is:
    Level 6
    541 St Kilda Road
    Melbourne Victoria 3004
    A description of the nature of the
    consolidated entity’s operations
    and its principal activities is included
    in the review of operations and
    activities in the Directors’ Report
    on pages 13 to 41, which are not part
    of this Financial Report.
    Through the use of the internet, we have
    ensured that our corporate reporting is
    timely, complete, and available globally
    at minimum cost to the company. All
    press releases, financial reports and
    other information are available at our
    Investor Relations page on our website
    at www.seek.com.au.
    SEEK Limited Annual Report 2011 52
    Consolidated Income Statement
    For the year ended 30 June 2011
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Revenue from continuing operations 5 344,735  281,792
    Other income 6 – 6,417
    Operating expenses
    Direct cost of services (30,141) (23,158)
    Sales and marketing (103,874) (81,079)
    Business development (19,963) (19,531)
    Operations and administration (66,020) (50,458)
    Finance costs 7 (16,413) (6,228)
    Total operating expenses (236,411) (180,454)
    Share of profits of associates and jointly controlled entity
    accounted for using the equity method 11(b) 24,685  11,427
    Profit before income tax expense 133,009  119,182
    Income tax expense 8(a) (36,295) (29,661)
    Profit for the year 96,714  89,521
    Profit is attributable to:
    Owners of SEEK Limited 97,688  89,521
    Non-controlling interests 20 (974) –
    96,714 89,521
    Earnings per share for profit attributable to the ordinary equity holders of the Company:
    Cents Cents
    Basic earnings per share 33 29.0 26.6
    Diluted earnings per share 33 28.9 26.5
    The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
    SEEK Limited Annual Report 2011 53
    Consolidated Statement of Comprehensive Income
    For the year ended 30 June 2011
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Profit for the year 96,714  89,521
    Other comprehensive income
     
    8. Income tax continued
    SEEK Limited Annual Report 2011 86
    9. Cash and cash equivalents
    Consolidated
    2011
    $’000
    2010
    $’000
    Cash at bank and on hand 98,291  21,805
    Short-term investments – 17,926
    98,291  39,731
    (a) Risk exposure
    The Group’s exposure to interest rate risk is discussed in note 2. The maximum exposure to credit risk
    at the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above.
    (b) Restricted cash in the People’s Republic of China
    At 30 June 2011 there was RMB37,691,000 (A$5,429,000) of cash held by local subsidiaries in the People’s Republic
    of China. This cash can be used in the People’s Republic of China, but is not freely convertible into other currencies
    for transfer around the Group.
    10. Trade and other receivables
    Consolidated
    2011
    $’000
    2010
    $’000
    Trade receivables  36,686  30,719
    Less: provision for impairment of receivables (note a) (7,642) (5,181)
    29,044  25,538
    Other receivables (note c) 13,655  8,457
    Prepayments 2,191  1,679
    44,890  35,674
    (a) Impaired trade receivables
    As at 30 June 2011 the amount of the provision for current trade receivables was $7,642,000 (2010: $5,181,000)
    with $5,758,000 (2010: $1,868,000) being provision for doubtful debts and $1,884,000 (2010: $3,313,000) being credit
    note provisions. The Group has recognised a loss of $15,037,000 (2010: $4,321,000) in respect of impaired trade
    receivables during the year ended 30 June 2011.
    Movements in the provision for impairment of receivables are as follows:
    Consolidated
    2011
    $’000
    2010
    $’000
    Opening balance 5,181  7,865
    Provision for impairment recognised during the year 15,037  4,321
    Utilisation of provision for credit notes and receivables written off (12,485) (5,949)
    Unused amount reversed (50) (1,065)
    Acquisition of subsidiaries – 55
    Exchange differences (41) (46)
    Closing balance 7,642  5,181
    The creation or release of the doubtful debts provision has been included in ‘operations and administration’ expense
    in the Consolidated Income Statement and the creation or the release of the credit note provision has been included
    within revenue. Amounts charged to the provision are generally written off when there is no expectation of recovering
    additional cash.
    SEEK Limited Annual Report 2011 87
    Notes to the Financial Statements
    (b) Ageing of net trade receivables from due date
    Consolidated
    2011
    $’000
    2010
    $’000
    Current–30 days 24,623  19,734
    30–60 days (1) 3,259  3,813
    60–90 days (1) 773  1,029
    90–120 days (1) 217  369
    120+ days (1) 172  593
    Total 29,044  25,538
    1. Past due and not considered impaired. Trade receivables are considered past due when they are not collected within credit terms.
    The Group does not hold any collateral in relation to these receivables.
    (c) Other receivables
    The other receivables balance mainly represents accrued revenue in the Education business.
    The other classes within trade and other receivables do not contain impaired assets and are not past due.
    Based on the credit history of these other classes, it is expected that these amounts will be received when due.
    (d) Foreign exchange and interest rate risk
    Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to trade and other
    receivables is provided in note 2.
    (e) Fair value and credit risk
    Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.
    The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables
    mentioned above. Refer to note 2 for more information on the risk management policy of the Group and the credit
    quality of the entity’s trade receivables.
    10. Trade and other receivables continued
    SEEK Limited Annual Report 2011 88
    11. Investments accounted for using the equity method
    The results of associates and the jointly controlled entity are reflected in the results of the Group for the period
    from the later of the date of SEEK’s investment or 1 July 2010 to the earlier of the date the investment ceased
    to be an associate or jointly controlled entity or 30 June 2011.
    (a) Details of associates and jointly controlled entity
    Information relating to associates and the jointly controlled entity is set out below:
    Country of
    incorporation
    Ownership
    interest % Year end Principal activities
    2011 2010
    Associates
    IDP Education Pty Ltd
    (IDP)
    Australia 50.0 50.0 30 June Provides services for international students
    wishing to study in Australian educational
    institutions and also provides International
    English Language Testing (IELTS)
    Zhaopin Ltd (Zhaopin) The Cayman
    Islands
    56.1 56.1 31 December Provides both online and print employment
    classified advertising services in China
    Brasil Online Holdings
    Coöperatief U.A.
    (Brasil Online)
    The Netherlands 30.0 30.0 31 December Owns Catho Online and Manager Online,
    two leading employment websites in the
    Brazilian market
    JobStreet Corporation
    Berhad (JobStreet)
    (note c (i))
    Malaysia 22.0 22.4 31 December Provider of online employment websites
    in South East Asia (listed in Malaysia)
    Online Career Center
    Mexico SA de CV (OCC)
    (note c (ii))
    Mexico 40.0 – 31 December Leading provider of online employment
    websites in Mexico
    JobsDB Inc (JobsDB)
    (note c (iii))
    British Virgin
    Islands
    60.0 – 31 December Provider of online employment websites
    in South East Asia. Operates across nine
    countries throughout South East Asia
    primarily under the JobsDB banner
    Jointly controlled entity
    Online Education
    Services Pty Ltd
    (Swinburne Online)
    (note e)
    Australia 50.0 – 30 June A jointly controlled entity between SEEK and
    Swinburne University of Technology to deliver
    online learning to students
    (b) Investments in associates and jointly controlled entity
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Carrying amount
    Investments in associates  11(c) 313,476  283,369
    Investment in jointly controlled entity 11(e) 2,454  –
    Total investments accounted for using the equity method 315,930  283,369
    Share of profits/(losses) after income tax
    Investments in associates 11(c) 24,731  11,427
    Investment in jointly controlled entity 11(e) (46) –
    Total investments accounted for using the equity method 24,685  11,427
    During the year the Group’s cash outflow for additional investments in associates and jointly controlled entities was
    $49,512,000 (2010: $25,897,000) relating to OCC $47,012,000 (11(c)(ii)) and Online Education Services $2,500,000 (11(e)).
    SEEK Limited Annual Report 2011 89
    Notes to the Financial Statements
    (c) Movements in carrying amounts – associates
    Notes
    IDP
    $’000
    Zhaopin
    $’000
    Brasil
    Online
    $’000
    JobStreet
    $’000
    OCC
    $’000
    JobsDB
    $’000
    Total
    $’000
    Carrying amount as at 1 July 2009 59,671  63,870  99,692  – – – 223,233
    Investments during the year at cost – – 42  25,855  – – 25,897
    Transfer from available-for-sale
    financial asset – – – 18,938  – – 18,938
    Dividends received or declared
    in the year (2,500) – – (699) – – (3,199)
    Share of profits/(losses) after
    income tax 9,795  (3,764) 4,374  1,022  – – 11,427
    Movements in foreign currency
    translation reserve  20 (59) (2,885) 6,133  4,057  – – 7,246
    Movements in hedge reserve
    – cash flow hedges  20 (173) – – – – – (173)
    Carrying amount as at 30 June 2010 66,734  57,221  110,241  49,173  – – 283,369
    Investments during the year at cost – – – 44,696  144,713  189,409
    Dividends received or declared
    in the year (2,500) – (4,378) (1,519) (1,665) – (10,062)
    Share of profits after income tax 7,742  8,702  4,144  2,679  749  715  24,731
    Elimination recognised against
    redemption reserve 27(b)(i) – 634  – – – – 634
    Movements in foreign currency
    translation reserve 20 (539) (9,913) (8,979) (6,648) (2,836) (9,964) (38,879)
    Movements in hedge reserve
    – cash flow hedges  20 (262) – – – – – (262)
    Acquisition of additional
    controlling interest 29 – – – – – (128,450) (128,450)
    Loss on step acquisition 29 – – – – – (7,014) (7,014)
    Carrying amount as at 30 June 2011 71,175  56,644  101,028  43,685  40,944  – 313,476
    (i) JobStreet
    On 10 March 2010 significant influence was obtained over JobStreet and from this date the investment has been
    accounted for using the equity method. Prior to this it was accounted for as an available-for-sale financial asset.
    In the prior year this transaction resulted in a one-off gain of $6,417,000 recorded in the Consolidated Income
    Statement within ‘other income’ (refer to note 6).
    On 25 March 2011 and 9 June 2011, JobStreet announced the issue of 1,258,000 and 2,520,000 ordinary shares
    respectively following the exercise of its employee share options scheme. This diluted the Group’s shareholding
    from 22.4% to 22.0%. SEEK has accounted for this dilution as a deemed disposal and recognised a loss of $152,000
    in the Consolidated Income Statement through ‘share of profits from associates and jointly controlled entities
    accounted for using the equity method’.
    JobStreet is listed in Malaysia and releases its results quarterly. SEEK does not have access to any JobStreet
    financial information that is not otherwise publicly available. SEEK developed an internal estimate for JobStreet,
    using publicly available information, and did not receive any input or guidance from JobStreet in its development.
    As JobStreet is due to release its April to June 2011 quarter results on 23 August 2011, the JobStreet result for
    30 June 2011 represented in the SEEK financial statements comprises actual released results for July 2010 to
    March 2011, and SEEK’s internal estimate for the April 2011 to June 2011 quarter.
    At 30 June 2011, the market value of the Group’s investment in JobStreet was $63,725,000 (2010: $50,650,000),
    based on the published share price as at that date.
    11. Investments accounted for using the equity method continued
    SEEK Limited Annual Report 2011 90
    (ii) OCC
    On 11 August 2010 SEEK acquired a 40% interest in Online Career Center Mexico SA de CV (OCC), the leading
    employment website in Mexico for US$40,000,000 (A$44,696,000 including acquisition cost at the exchange rate
    on the date of transaction) in settlement of the acquisition, funded through the syndicated bank debt facility.
    SEEK has taken two of five board seats and will play an active role in driving the strategic and growth agenda.
    To reduce the impact of foreign exchange, SEEK entered into foreign currency exchange contracts. These increased
    the net cash payment for the acquisition to A$47,012,000. The pre-tax loss of A$2,316,000 arising on these contracts
    has been recognised through equity reserves. Refer to note 20 for further details.
    (iii) JobsDB
    During the year SEEK together with certain co-investors (refer to note 29) formed a new subsidiary, SEEK Asia,
    to acquire a controlling interest in JobsDB over three stages. On 23 December 2010, SEEK Asia acquired 40%
    of the shares in JobsDB Inc for HK$1,070,000,000 (A$144,713,000 including capitalised transaction costs and
    foreign exchange translation differences).
    SEEK Limited through its controlled entity SEEK Asia exercised significant influence over JobsDB from 23 December
    2010 to 5 May 2011 and accounted for its share of profits using the equity method. On 5 May 2011, SEEK increased
    its ownership to 60%, at which point it began accounting for JobsDB as a subsidiary and the original ownership of
    JobsDB was reclassified at fair value to goodwill and intangible assets. Refer to note 29 for additional information.
    (d) Summarised financial information of associates
    (i) Group’s share of the results and aggregated assets (including goodwill) and liabilities of its associates
    Group’s share of
    Ownership
    %
    Assets
    $’000
    Liabilities
    $’000
    Revenues
    $’000
    Profit/(loss)
    $’000
    Year 2011
    IDP 50.0% 60,266  11,682  94,898  7,742
    Zhaopin 56.1% 37,666  29,550  54,594  8,702
    Brasil Online 30.0% 38,477  19,162  36,645  4,144
    JobStreet 22.0% 15,256  2,943  9,411  2,679
    OCC 40.0% 4,918  2,940  6,079  749
    JobsDB (1) 715
    Total 156,583  66,277  201,627  24,731
    Year 2010 (restated) (2)
    IDP 50.0% 64,440  20,298  98,282  9,795
    Zhaopin 56.1% 20,123  17,342  36,978  (3,764)
    Brasil Online (2) 30.0% 43,267  20,390  34,210  4,374
    JobStreet 22.4% 14,590  2,659  2,795  1,022
    Total 142,420  60,689  172,265  11,427
    1. Represents profit as an associate from 23 December 2010 until 5 May 2011 when JobsDB became a subsidiary. Refer to note 29 for further information.
    2. Restated to include goodwill recognised in consolidated accounts.
    SEEK Limited Annual Report 2011 91
    Notes to the Financial Statements
    (ii) Contingent assets and liabilities of associates
    Zhaopin
    Zhaopin has unrecognised deferred tax assets relating to tax losses and other unrecognised deferred tax balances
    at 30 June 2011. SEEK’s share of these assets is A$3,630,000.
    Brasil Online
    In May 2002, one of Brasil Online’s competitors, Curriculum Tecnologia Ltda (‘Curriculum’), initiated a lawsuit against
    Catho Online (a subsidiary of Brasil Online). On 25 July 2011, a judgement was rendered against Catho Online
    ordering it to pay damages amounting to BRL$21,800,000 (A$13,023,000), which including inflation, interest and costs
    amounts to BRL$101,000,000 (A$60,300,000). On 8 August 2011, Brasil Online filed a motion for clarification requiring
    the judge to clarify the legal grounds for the calculation of the amount of the indemnification and for classification of
    Catho Online’s conduct as unlawful, and may look to appeal the decision. Brasil Online management has estimated
    the potential penalty payable including damages, interest and costs to be BRL$2,800,000 (A$1,653,000).
    A similar legal case was brought by another competitor, Gelre Informatica S/C Ltda in March 2003. In September
    2009 a judgement was rendered by the same judge against Catho Online (a subsidiary of Brasil Online) ordering it to
    pay damages, interest and costs amounting to BRL$25,800,000 (A$15,413,000). Catho Online is currently appealing
    the decision and Brasil Online management have estimated the potential penalty payable including damages, interest
    and costs to be BRL$4,922,000 (A$2,940,000).
    Brasil Online’s subsidiaries are party to several legal proceedings involving labour claims. Brasil Online management
    has estimated the potential penalty payable including damages, interest and costs to be BRL$2,212,000 (A$1,321,000).
    SEEK’s share of the contingent liabilities for these cases is A$21,882,000. These cases may take a number
    of years to come to conclusion and the difference between the settlement amounts and the amount provided
    for may be material.
    (iii) Commitments
    The Group’s share of expenditure commitments, relating to operating lease commitments, non-cancellable
    advertising contracts and capital commitments are as follows:
    IDP $6,980,000 (2010: $8,868,000) –
    Zhaopin $5,139,000 (2010: $5,430,000) –
    JobStreet $155,000 (2010: $222,000) –
    Brasil Online $5,395,000 –
    OCC $1,006,000. –
    11. Investments accounted for using the equity method continued
    SEEK Limited Annual Report 2011 92
    (e) Jointly controlled entity – Swinburne Online
    On 12 January 2011, SEEK entered into a joint venture agreement with Swinburne University to deliver online tertiary
    courses specifically designed to meet the educational needs of working Australians. The two parties formed a new
    entity, Online Education Services Pty Ltd (Swinburne Online). Both SEEK and Swinburne each hold 50% of the equity
    of the entity, 50% of the voting rights and each has three Board seats and is entitled to 50% of the profits and losses
    of the entity. The first student intake is expected in the second half of 2012.
    In March 2011 each party contributed cash of $2,500,000 to the joint venture and the Group has recognised this
    contribution as an investment in Swinburne Online. Each venturer has committed to contribute another $2,500,000
    when this is required by the joint venture entity.
    In accordance with the accounting policy described in note 1(b), the Group’s interest in Swinburne Online is accounted
    for in its consolidated financial statements using the equity method of accounting.
    Further information relating to the joint venture is set out below.
    Consolidated
    2011
    $’000
    2010
    $’000
    Carrying value 
    Investments during the year at cost 2,500 –
    Share of (losses) after income tax (46) –
    2,454
    Group share of:
    Assets 2,512  –
    Liabilities 57  –
    Revenues – –
    Share of (losses) after income tax (46) –
    12. Other financial assets
    Consolidated
    2011
    $’000
    2010
    $’000
    Interest rate swap contracts (i) 37  121
    Amounts due from co-investors (ii) 17,342  –
    17,379  121
    (i) Interest rate swap contracts – cash flow hedge
    The Group’s capital risk management policy is discussed in note 2.
    The Group has entered into interest rate swap contracts under which it is obliged to receive interest at variable rates
    and to pay interest at fixed rates. The contracts require settlement of net interest receivable or payable each 90 days.
    The settlement dates coincide with the dates on which interest is payable on the underlying debt. The contracts are
    settled on a net basis.
    In accordance with the Group’s accounting policy detailed in note 1(l), the gain or loss from re-measuring the hedging
    instruments at fair value is deferred in equity in the hedging reserve, to the extent that the hedge is effective, and
    reclassified into the Consolidated Income Statement when the hedged interest expense is recognised. The net impact
    on the Consolidated Income Statement arising during the year as a result of implementing the swap contracts is
    a gain of $119,000 (2010: $64,000 loss). There was no hedge ineffectiveness in the current year.
    The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class
    of derivative financial assets mentioned above.
    Subsequent to the reporting date, the Group increased their interest rate swap coverage to 27.5% of the variable
    loan principal.
    SEEK Limited Annual Report 2011 93
    Notes to the Financial Statements
    (ii) Amounts due from co-investors
    During the year SEEK Limited together with certain co-investors formed a new subsidiary, SEEK Asia, to acquire
    a controlling interest in JobsDB. Refer to note 29 for additional information on the JobsDB acquisition.
    The consideration for the third stage of the investment in JobsDB (additional 20%) is HK$600,000,000, of which the
    co-investor’s contribution is HK$186,253,000 (A$22,276,000). The payment by SEEK Asia to the vendor has been
    recognised as a financial liability on the Group’s balance sheet (refer to note 17) and the outstanding contribution
    from the co-investors has been recognised as a financial asset (A$17,342,000 outstanding at 30 June 2011 with
    A$4,934,000 received prior to reporting date).
    During July 2011, the remaining cash consideration due from the co-investors was received.
    13. Plant and equipment
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Opening at 1 July
    Cost 33,218  27,217
    Accumulated depreciation (18,929) (13,276)
    Net book amount 1 July 14,289  13,941
    Carrying amount at 1 July  14,289  13,941
    Additions 9,929  4,514
    Disposals – (141)
    Acquisition of subsidiaries 29 1,167  820
    Exchange differences 19  –
    Depreciation expense 7 (6,203) (4,845)
    Carrying amount at 30 June  19,201  14,289
    Closing at 30 June
    Cost 50,863  33,218
    Accumulated depreciation (31,662) (18,929)
    Net book amount at 30 June 19,201  14,289
    12. Other financial assets continued
    SEEK Limited Annual Report 2011 94
    14. Intangible assets
    Consolidated Notes
    Goodwill
    $’000
    Brands and
    licences
    $’000
    Course
    development
    and
    accreditation
    $’000
    Customer
    relationships
    $’000
    Computer
    software
    and website
    development
    $’000
    Work in
    progress
    $’000
    Total
    $’000
    At 1 July 2009
    Cost 91,873  19,439  3,622  3,662  13,048  – 131,644
    Accumulated amortisation – – (51) (298) (3,922) – (4,271)
    Net book amount 91,873  19,439  3,571  3,364  9,126  – 127,373
    Year ended 30 June 2010
    Opening net book amount 91,873  19,439  3,571  3,364  9,126  – 127,373
    Exchange differences 48  – – – – – 48
    Additions – – 1,089  – 1,772  229  3,090
    Disposals – – – – (40) – (40)
    Acquisition of subsidiary 1,131  1,450  408  198  86  – 3,273
    Amortisation charge (1) – – (736) (1,238) (2,796) – (4,770)
    Closing net book amount 93,052  20,889  4,332  2,324  8,148  229  128,974
    At 30 June 2010
    Cost 93,052  20,889  5,119  3,860  14,866  229  138,015
    Accumulated amortisation – – (787) (1,536) (6,718) – (9,041)
    Net book amount 93,052  20,889  4,332  2,324  8,148  229  128,974
    Year ended 30 June 2011
    Opening net book amount 93,052  20,889  4,332  2,324  8,148  229  128,974
    Exchange differences (298) 421  – 230  15  – 368
    Additions – – 2,194  – 1,005  2,340  5,539
    Transfers – – – – 686  (686) –
    Acquisition of subsidiaries (2) 29 274,756  40,133  – 19,471  459  – 334,819
    Amortisation charge (1) 7 – – (1,163) (1,949) (3,280) – (6,392)
    Closing net book amount 367,510  61,443  5,363  20,076  7,033  1,883  463,308
    At 30 June 2011
    Cost 367,510  61,443  7,313  23,561  17,031  1,883  478,741
    Accumulated amortisation – – (1,950) (3,485) (9,998) – (15,433)
    Net book amount 367,510  61,443  5,363  20,076  7,033  1,883  463,308
    1. Amortisation charges have been included within ‘operations and administration’ expenses in the Consolidated Income Statement.
    2. Includes identifiable intangible assets acquired through the purchase of JobsDB (refer to note 29).
    Intangible assets are amortised over their estimated useful life (as listed below) on a straight-line basis:
    Goodwill, brands and licences – indefinite life and not amortised; –
    Course development and accreditation – five years; –
    Customer relationships – two to five years; and –
    Computer software and website development – three to six years. –
    SEEK Limited Annual Report 2011 95
    Notes to the Financial Statements
    (a) Cash-generating units (CGUs)
    For the purpose of undertaking impairment testing, the Group has determined its CGUs as the smallest group
    of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups
    of assets. This assessment is usually determined by considering business and operating segments and areas of
    operation.
    A segment level summary of the carrying amount of goodwill and intangible assets with indefinite useful lives
    is detailed below:
    2011 2010
    Business segment CGU
    Goodwill
    $’000
    Intangible
    assets with
    indefinite
    useful lives
    $’000
    Goodwill
    $’000
    Intangible
    assets with
    indefinite
    useful lives
    $’000
    Employment  SEEK New Zealand 4,709  – 4,957  –
    Education  DWT 2,140  – 2,140  –
    Education  SEEK Learning 3,666  – 3,666  –
    Education Think 82,289  20,889  82,289  20,889
    International JobsDB 274,706  40,554  – –
    Total  367,510  61,443  93,052  20,889
    For both Think and JobsDB, the goodwill balance has been assessed across the group of CGUs that comprise
    these businesses, as the goodwill balance contributes to the generation of cash flows across the whole of these
    businesses. All other goodwill balances have been allocated to a single CGU (or business). This approach and the
    impact on impairment is discussed in more detail below.
    (b) Impairment testing and key assumptions
    The Group tests whether goodwill and other intangible assets have suffered any impairment in accordance with the
    accounting policy stated in note 1 (h). The recoverable amount of assets and CGUs have been determined based on
    the higher of value-in-use and fair value less costs to sell. These calculations require the use of key assumptions
    including student numbers, course price and the cost base of the business in the Education segment, and advertising
    volumes and price in the Employment and International businesses, as well as discount rates.
    The table below shows the pre-tax discount rates for each CGU:
    Pre-tax discount rate
    2011
    %
    2010
    %
    Employment – SEEK New Zealand 14.0 14.7
    Education – Classroom (DWT) 14.0 14.4
    Education – Online (SEEK Learning) 14.0 14.4
    Education – Classroom and Online (Think) 16.0 15.3
    (i) SEEK New Zealand, DWT and SEEK Learning
    The goodwill balances for SEEK New Zealand, DWT and SEEK Learning are all relatively small amounts in the
    Consolidated Balance Sheet and have been held for several years. Given the headroom available, five year cash flow
    forecasts have been based on next year’s budgeted result, with the remaining years applying a real growth rate of 0%
    to budgeted Adjusted EBITDA and using a terminal value cash flow beyond five years with a real growth rate of 0%.
    The pre-tax discount rate applied to these CGUs is 14.0% (2010: 14.4%). For these businesses any reasonable possible
    change in assumptions would still not result in any impairment.
    (ii) Think
    The goodwill balance for THINK is a larger component of the Consolidated Balance Sheet and the business is in
    a growth phase. Given this, estimated cash flows are based on a five year forecast derived from the most recent
    long-term profit forecast for the business approved by the Board and applying a terminal value cash flow beyond
    14. Intangible assets continued
    SEEK Limited Annual Report 2011 96
    five years with a real growth rate of 0%. These estimated future cash flows have been discounted to present value
    using a pre-tax discount rate of 16.0% (2010: 15.3%).
    Future net cash flows of the Think business are based on the key assumptions noted above, each of which are
    subject to some uncertainty. Any reasonable change in these key assumptions could have a significant impact
    on the valuation of the business and its recoverable amount. The value-in-use calculation that has been completed
    at 30 June 2011 has indicated only a small difference between recoverable amount and the carrying value of assets
    for this business.
    If net cash flows over the five year period decreased by 4%, the carrying value would equal the recoverable amount.
    The pre-tax discount rate of 16.0% reflects the higher risk profile of these assets compared to the Group’s other
    Australian businesses.
    (iii) International business – JobsDB
    JobsDB is a leading provider of online employment websites and operates across nine countries throughout South
    East Asia. Each key region has been determined as a CGU. As discussed above in (a), for the purpose of impairment
    testing, goodwill is tested across this group of CGUs.
    JobsDB was consolidated into the SEEK Group when control was gained on 5 May 2011. At 30 June 2011 the recoverable
    amount of the asset is based on fair value less costs to sell, determined with reference to the recent purchase price of
    the acquired interest. There are no indicators to suggest that the fair value has changed since acquisition.
    15. Trade and other payables
    Consolidated
    2011
    $’000
    2010
    $’000
    Trade and other payables 40,335  24,926
    GST payable 3,271  1,510
    43,606  26,436
    16. Borrowings
    (a) Non-current borrowings
    Consolidated
    2011
    $’000
    2010
    $’000
    Bank borrowings – principal 278,704  100,000
    Less: transaction costs capitalised (3,423) (358)
    Total non-current borrowings 275,281  99,642
    Syndicated loan agreements (unsecured)
    During the period the Group has re-financed its debt facility. On 21 July 2010 the facility was increased from
    $200,000,000 to $250,000,000. On 22 December 2010, this facility was extinguished and a new three year facility of
    $340,000,000 was entered into. The current facility is structured as a revolving unsecured senior debt facility and
    has been fully underwritten by National Australia Bank. Transaction costs associated with the previous borrowings
    of $1,833,000 were taken to ‘operations and administration’ expenses in the Consolidated Income Statement.
    At 30 June 2011, $278,704,000 principal had been drawn down against this facility. Transaction costs of $4,108,000
    were incurred in relation to the new facility and have been capitalised on the Balance Sheet of which $3,423,000
    has not yet been amortised through the Consolidated Income Statement.
    At the date of this report the syndicated loan balance was $290,487,000.
    The interest rate on bank borrowings has varied during the year from 6.2% to 7.6%. Interest is calculated on the
    principal outstanding at each interest period. The interest period and interest rate are negotiated at that time.
    All Australian and New Zealand wholly-owned subsidiaries have entered into a deed of cross guarantee in respect
    of the facility.
    SEEK Limited Annual Report 2011 97
    Notes to the Financial Statements
    (b) Risk exposure
    Details of the Group exposure to risks arising from borrowings are set out in note 2.
    17. Other financial liabilities
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Put option (i) 74,630  –
    Foreign exchange contract – cash flow hedge (iv) 299  –
    Payment due to vendor on acquisition (ii) 29 71,760  –
    Deferred consideration (iii) 29 1,198  –
    Total financial liabilities 147,887  –
    JobsDB acquisition
    During the year SEEK Limited together with its co-investors formed a new subsidiary, SEEK Asia Ltd (SEEK Asia),
    to acquire a controlling interest in JobsDB. On 30 June 2011, SEEK Asia became contractually committed to purchase
    an additional 20% interest in JobsDB taking SEEK Asia’s holding to 80%.
    Refer to note 29 for additional information on the JobsDB acquisition.
    (i) Put option
    In relation to the remaining ownership of JobsDB held by the vendor, between 23 June 2012 and 23 June 2014
    the vendor has been granted the option to sell up to 20% of its remaining interest in JobsDB to SEEK Asia. The
    selling price is dependent on future earnings but capped at HK$640,000,000. At 30 June 2011 the SEEK Group
    has recognised a financial liability of A$74,630,000, which represents the net present value of the expected cash
    consideration to be paid to the vendor should the option be exercised. A corresponding amount has been recognised
    through equity (refer to note 20) in the Redemption Reserve (A$73,417,000 excluding foreign exchange translation
    differences).
    In accordance with accounting standards, SEEK will recognise an expense through ‘finance costs’ in the Consolidated
    Income Statement for the difference between the net present value of the option and the expected cash consideration.
    The charge for the current year was $242,000.
    The co-investors have contractually agreed to fund their share should the put option be exercised.
    (ii) Payment due to vendor on acquisition
    The consideration for the third stage of the investment in JobsDB (detailed in note 29) was HK$600,000,000
    (A$71,760,000). In line with its ownership interest of 68.96% in SEEK Asia, SEEK Limited will contribute
    HK$413,748,000 (A$49,484,000) and the co-investors will contribute a total of HK$186,253,000 (A$22,276,000).
    The co-investors’ share has been recognised as a financial asset (note 12).
    On 7 July 2011, the cash consideration for the additional 20% interest in JobsDB was settled.
    (iii) Deferred consideration
    This balance represents amounts which are required to be paid to the vendor of JobsDB at a future date to be agreed
    with the vendor. Refer to note 29 for additional information on the JobsDB acquisition.
    The payment due to vendor on acquisition (ii) of $71,760,000 and the deferred consideration of $1,198,000 total
    $72,958,000 and represent amounts outstanding at 30 June 2011, as discussed in note 29(a).
    (iv) Foreign exchange contract – cash flow hedge
    The additional 20% interest in JobsDB (refer to (ii)) was funded by a combination of the existing Group debt facility and
    cash. To reduce the foreign currency risk, SEEK Limited hedged the transaction amount on 30 June 2011. The hedge
    was settled on 5 July 2011 and increased the cash payment made by SEEK Limited by A$299,000 to A$49,783,000.
    16. Borrowings continued
    SEEK Limited Annual Report 2011 98
    18. Provisions
    (a) Current provisions
    Consolidated
    2011
    $’000
    2010
    $’000
    Employee benefits provision (1) 1,340  1,675
    Lease incentives 583  351
    1,923  2,026
    1. Includes long service leave, all of which is expected to be used in the next 12 months.
    Movement in provisions
    The movement in lease incentives and other provisions during the financial year is set out below:
    Consolidated
    2011
    $’000
    2010
    $’000
    Lease incentives
    Carrying amount at start of year 351  338
    Additional provision recognised in the year 382  –
    Transferred from non-current provisions 89  157
    Credited to the Consolidated Income Statement (239) (144)
    Carrying amount at end of year 583  351
    Other provisions
    Carrying amount at start of year – 106
    Utilised during the year – (106)
    Carrying amount at end of year – –
    (b) Non-current provisions
    Consolidated
    2011
    $’000
    2010
    $’000
    Employee benefits provision (1) 1,793  2,247
    Lease incentives 1,365  144
    Make-good provisions 1,623  1,536
    4,781  3,927
    1. Includes long service leave and cash long-term incentive.
    SEEK Limited Annual Report 2011 99
    Notes to the Financial Statements
    Movement in provisions
    The movement in lease incentives and make-good provisions during the financial year is set out below:
    Consolidated
    2011
    $’000
    2010
    $’000
    Lease incentives
    Carrying amount at start of year 144  395
    Additional provision recognised in the year 1,339  (37)
    Transferred to current provisions (89) (157)
    Credited to the Consolidated Income Statement (29) –
    Transfer  – (57)
    Carrying amount at end of year 1,365  144
    Make-good provisions
    Carrying amount at start of year 1,536  1,230
    Additional provision recognised in the year 87  249
    Transfer – 57
    Carrying amount at end of year 1,623  1,536
    19. Contributed equity
    (a) Share capital
    Consolidated and parent entity
    2011
    Shares
    2010
    Shares
    2011
    Shares
    2010
    Shares
    Ordinary shares
    Issued and fully paid 336,584,488 336,584,488 183,950 183,950
    (b) Movements in ordinary share capital
    Date Details
    Number
    of shares
    Average
    issue price $’000
    1 July 2009 Balance 335,755,466  182,179
    29 July 2009 Share issue: SPP and top-up offer 11,522  $2.60  30
    18 February 2010 Exercise of staff options 787,500  $2.10  1,654
    18 February 2010 Exercise of staff options 30,000  $2.78  83
    Share issue: transaction costs – (122)
    Share issue: tax effect of transaction costs – 126
    Movement 829,022  1,771
    30 June 2010 Balance 336,584,488  183,950
    30 June 2011 Balance 336,584,488  183,950
    18. Provisions continued
    SEEK Limited Annual Report 2011 100
    (c) Ordinary shares
    Ordinary shares have no par value and entitle the holder to participate in dividends and the proceeds on winding up
    of the company in proportion to the number of and amounts paid on the shares held.
    On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote,
    and upon a poll each share is entitled to one vote.
    (d) Share issue
    During financial year 2009, the Group raised additional capital through a share placement together with further funds
    through a share purchase plan and top-up offer. During financial year 2010 additional shares of 11,522 were issued
    as part of this process and transactions costs after tax of $85,000 were incurred. No shares have been issued in the
    current financial year.
    (e) Exercise of staff options
    During the year no new shares were issued under this plan and 45,083 shares were acquired on market in relation
    to exercised employee share options.
    SEEK Limited Annual Report 2011 101
    Notes to the Financial Statements
    20. Equity
    (a) Reconciliation of movement in equity
    Contributed
    equity Reserves
    Retained
    profits
    Non-
    controlling
    interests
    Total
    equity
    2011 Notes $’000
    Share-
    based
    payments
    reserve
    $’000
    Foreign
    currency
    transaction
    reserve
    $’000
    Hedging
    reserve –
    cash flow
    hedge
    reserve
    $’000
    Available-
    for-sale
    financial
    asset
    revaluation
    reserve
    $’000
    Redemption
    reserve
    $’000
    Total
    reserves
    $’000 $’000 $’000 $’000
    Balance at 1 July 2010 183,950  7,493  7,020  8,155  – – 22,668  146,339  – 352,957
    Profit for the year
    – – – – – – – 97,688  (974) 96,714
    Exchange differences on translation
    of foreign controlled operations – – (4,732) – – – (4,732) – (2,144) (6,876)
    Exchange differences on translation
    of foreign associates 11(c) – – (35,801) – – – (35,801) – (3,078) (38,879)
    (Losses) on hedge contracts of controlled entities
    – – – (2,705) – – (2,705) – – (2,705)
    (Losses) on hedge contracts of associates (net of tax)
    11(c) – – – (262) – – (262) – – (262)
    Income tax recognised in other
    comprehensive income – (316) – 806  – – 490  – – 490
    Total comprehensive income for the year – (316) (40,533) (2,161) – – (43,010) 97,688  (6,196) 48,482
    Transactions with owners in their capacity as owners:
    Dividends provided for or paid
    21 – – – – – – – (45,439) – (45,439)
    Employee share options scheme
    – 1,504  – – – – 1,504  – – 1,504
    Purchase of shares-on-market for employee
    share option scheme – (38) – – – – (38) (163) – (201)
    Tax associated with employee share schemes
    8(c) – (49) – – – – (49) 49  – –
    JobsDB related items:
    Non-controlling interest at fair value arising
    on acquisition 29 – – – – – – – – 64,624  64,624
    Non-controlling interest acquired on acquisition
    29 – – – – – – – – 600  600
    Put option provided to vendor of JobsDB
    17 – – – – – (50,629) (50,629) – (22,788) (73,417)
    Non-controlling interest on initial investment by
    co-investors in SEEK Asia – – – – – – – – 87,969  87,969
    Acquisition of non-controlling interest in CJOL
    20(b) – – – – – (1,654) (1,654) – (1,345) (2,999)
    Balance at 30 June 2011 183,950  8,594  (33,513) 5,994  – (52,283) (71,208) 198,474  122,864  434,080
    SEEK Limited Annual Report 2011 102
    Contributed
    equity Reserves
    Retained
    profits
    Non-
    controlling
    interests
    Total
    equity
    2010 Notes $’000
    Share-
    based
    payments
    reserve
    $’000
    Foreign
    currency
    transaction
    reserve
    $’000
    Hedging
    reserve –
    cash flow
    hedge
    reserve
    $’000
    Available-
    for-sale
    financial
    asset
    revaluation
    reserve
    $’000
    Redemption
    reserve
    $’000
    Total
    reserves
    $’000 $’000 $’000 $’000
    Balance at 1 July 2009 182,179  7,115  (379) 8,207  30  – 14,973  91,488  – 288,640
    Profit for the year
    – – – – – – – 89,521  – 89,521
    Exchange differences on translation
    of foreign controlled operations – – 153  – – – 153  – – 153
    Exchange differences on translation
    of foreign associates 11(c) – – 7,246  – – – 7,246  – – 7,246
    Gains on hedge contracts of controlled entities 12 – – – 121  – – 121  – – 121
    Gains/(losses) on hedge contracts
    of associates (net of tax) 11(c) – – – (173) – – (173) – – (173)
    (Loss) on available-for-sale financial asset – – – – (30) – (30) – – (30)
    Income tax recognised in other
    comprehensive income 8(c) – 2,429  – – – – 2,429  – – 2,429
    Total comprehensive income for the year
    – 2,429  7,399  (52) (30) – 9,746  89,521  – 99,267
    Transactions with owners in their capacity as owners: –
    Contributions of equity, net of transaction
    costs and tax 19 1,771  – – – – – – – – 1,771
    Dividends provided for or paid 21 – – – – – – – (33,283) – (33,283)
    Employee share options scheme – 1,321  – – – – 1,321  – – 1,321
    Purchase of shares-on-market for employee
    share option scheme – (986) – – – – (986) (3,773) – (4,759)
    Tax associated with employee share schemes 8(c) – (2,386) – – – – (2,386) 2,386  – –
    Balance at 30 June 2010 183,950  7,493  7,020  8,155  – – 22,668  146,339  – 352,957
    SEEK Limited Annual Report 2011 103
    Notes to the Financial Statements
    (b) JobsDB acquisition of non-controlling interest in CJOL
    During the year JobsDB purchased an additional 23.7% interest in CJOL from SEEK’s associate Zhaopin (note 11),
    taking their total interest to 75.58%. The carrying amount of the non-controlling interest acquired was A$224,000
    and the consideration paid to the non-controlling interest was A$3,857,000. The excess of the consideration paid
    was A$3,633,000 and of this A$634,000 was eliminated on consolidation in relation to SEEK’s share of Zhaopin’s
    profit on sale (refer to note 27(b)(i)). The net amount of A$2,999,000 has been recognised in the redemption reserve
    and non-controlling interest within equity.
    (c) Nature and purpose of reserves
    Share-based payments reserve
    The reserve is comprised of two components:
    Unexercised: is used to recognise the fair value of options issued but not exercised;  –
    Exercised: is used to hold the fair value of options that have been exercised and options that have lapsed  –
    but are not required to be adjusted through the Consolidated Income Statement.
    Foreign currency translation reserve
    Exchange differences arising on the translation of foreign controlled entities and associates are recognised
    in the foreign currency translation reserve, as described in note 1(d).
    Hedging reserve – cash flow hedges
    The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are
    recognised directly in equity, as described in note 1(l). Amounts are recognised in the Consolidated Income Statement
    when the associated hedged transaction affects the profit or loss or when it is impaired or sold.
    Available-for-sale financial assets revaluation reserve
    Changes in the fair value and exchange difference arising on translation of investments, such as equities, classified
    as available-for-sale financial assets, are charged or credited to the available-for-sale financial assets revaluation
    reserve, as described in note 1(k). Amounts are recognised in the Consolidated Income Statement when the
    associated assets are sold or impaired.
    Redemption reserve
    The redemption reserve is used to record the excess of the purchase price of non-controlling interest above
    the amount carried in the accounts and the reserve for future contractual purchases of non-controlling interests
    where the risks and rewards of ownership have not yet passed to the Group.
    20. Equity continued
    SEEK Limited Annual Report 2011 104
    21. Dividends
    Dividend
    Payment
    date
    Amount
    per share
    Franked
    amount
    per share
    Total
    dividend
    $’000
    Year 2010
    2009 final dividend 16 October 2009 4.7 cents 4.7 cents $15,781
    2010 interim dividend 23 April 2010 5.2 cents 5.2 cents $17,502
    $33,283
    Year 2011
    2010 final dividend 15 October 2010 6.7 cents 6.7 cents $22,550
    2011 interim dividend 19 April 2011 6.8 cents 6.8 cents $22,889
    $45,439
    Dividends paid or declared by the Company after year end (to be paid out of retained profits at 30 June 2011):
    2011 final dividend 12 October 2011 7.5 cents 7.5 cents $25,244
    The franked portion of final dividends for the financial year paid after 30 June 2011 will be franked out of franking
    credits arising from the balance of the franking account as at the year end and the payment of income tax subsequent
    to the year ending 30 June 2011. The dividend payment on 12 October 2011 will reduce the franking credits available
    by $10,819,000 for the consolidated Group. At 30 June 2011 all Australian controlled entities are included in the
    consolidated income tax group and therefore their franking credits are fully available for distribution to shareholders
    of the Group.
    Consolidated
    and parent entity
    2011
    $’000
    2010
    $’000
    Franking credits available for subsequent financial years based on a tax rate of 30% 72,158 56,693
    The above amounts represent the balance of the franking account as at the end of the financial year, adjusted
    for franking credits that will arise from the payment of the current tax liability.
    22. Key management personnel disclosures
    a) Directors
    The following persons were directors of SEEK Limited during the financial year:
    R C G Watson Chairman, non-executive director
    P M Bassat Former Chief Executive Officer Resigned 1 July 2011
    A R Bassat Managing Director and Chief Executive Officer
    C B Carter Non-executive director
    N G Chatfield Non-executive director
    D I Bradley Non-executive director
    SEEK Limited Annual Report 2011 105
    Notes to the Financial Statements
    22. Key management personnel disclosures continued
    (b) Other key management personnel
    The following persons also had authority and responsibility for planning, directing and controlling the activities
    of the Group, directly or indirectly, during the financial year:
    Name Position Employer
    J A Armstrong Chief Financial Officer SEEK Limited
    C M T Eaton (1) Chief Information Officer SEEK Limited
    J S Powell  Managing Director
    (SEEK Employment (Australia and NZ))
    SEEK Limited
    J S Lenga  Managing Director (SEEK International) SEEK Limited
    P D Everingham Managing Director (SEEK Education) SEEK Learning Pty Ltd
    M Callaghan (2) Human Resources Director SEEK Limited
    H Souness (2) Marketing Director SEEK Limited
    M Ilczynski (2) Strategy Director, Education and Training SEEK Limited
    1. C M T Eaton resigned 1 July 2011.
    2. Included in key management personnel from 22 July 2010 at which time the executive management group was expanded to reflect the increased
    roles and responsibilities of certain staff members (refer to Remuneration Report for further details).
    (c) Key management personnel compensation
    Consolidated
    and parent entity
    2011
    $’000
    2010
    $’000
    Short-term employee benefits 5,832,451  4,027,045
    Post-employment benefits 296,669  222,279
    Long-term employee benefits 223,178  64,529
    Share-based employee benefits 1,246,118  1,494,420
    Cash LTI (674,426) 193,507
    6,923,990  6,001,780
    Detailed remuneration disclosures are provided on pages 24 to 41 of the Remuneration Report.
    SEEK Limited Annual Report 2011 106
    (d) Equity instrument disclosures relating to key management personnel
    (i) Options provided as remuneration and shares issued on exercise of such options
    Details of options provided as remuneration and shares issued on the exercise of such options, together
    with terms and conditions of the options, can be found in pages 31 to 39 of the Remuneration Report.
    (ii) Option holdings and Performance Rights
    The numbers of options over ordinary shares in the Company held during the financial year by each director
    of SEEK Limited and other key management personnel of the Group and the company, including their personally
    related parties, are set out below:
    2011
    Balance at
    the start of
    the year
    Granted during
    the year as
    compensation
    Exercised
    during
    the year
    Forfeited
    during
    the year
    Other
    changes
    during
    the year
    Balance at
    the end of
    the year
    Vested and
    exercisable
    at the end
    of the year
    Unvested
    options at
    the end of
    the year
    Executive directors
    P M Bassat (2) 1,291,606  502,000  – (1,322,595) – 471,011  471,011  –
    A R Bassat 1,291,606  1,658,069  – (261,383) – 2,688,292  471,011  2,217,281
    Other key management personnel
    J A Armstrong 100,729  73,530  – – – 174,259  – 174,259
    C M T Eaton (3) 85,424  63,180  – – 3,346  151,950  – 151,950
    J S Powell 194,172  129,438  – – – 323,610  – 323,610
    J S Lenga  123,292  113,750  – – – 237,042  – 237,042
    P D Everingham 34,386  – (10,000) – – 24,386  – 24,386
    M Callaghan (1) – 60,000  (7,083) – 89,475  142,392  – 142,392
    H Souness (1) – 53,000  – – 78,463  131,463  – 131,463
    M Ilczynski (1) – – – – – – – –
    1. Granted and exercised options and Performance Rights are included from 22 July 2010. The balance of options and Performance Rights
    is included within ‘other changes during the year’.
    2. 471,011 options exercised on 1 July 2011.
    3. 10,208 options exercised on 1 July 2011.
    2010
    Balance at
    the start of
    the year
    Granted during
    the year as
    compensation
    Exercised
    during
    the year
    Forfeited
    during
    the year
    Other
    changes
    during
    the year
    Balance
    at the
    end of
    the year
    Vested and
    exercisable
    at the end
    of the year
    Unvested
    options at
    the end of
    the year
    Executive directors
    P M Bassat 1,636,993  559,212  (787,500) (130,691) 13,592  1,291,606  209,629  1,081,977
    A R Bassat 1,636,993  559,212  (787,500) (130,691) 13,592  1,291,606  209,629  1,081,977
    Other key management personnel
    J A Armstrong 116,325  – (7,018) (8,578) – 100,729  – 100,729
    C M T Eaton 96,916  – (5,171) (6,321) – 85,424  – 85,424
    J S Powell 215,348  – (9,529) (11,647) – 194,172  – 194,172
    J S Lenga  199,833  – (67,512) (9,029) – 123,292  – 123,292
    P D Everingham 109,490  – (66,797) (8,307) – 34,386  10,000  24,386
    SEEK Limited Annual Report 2011 107
    Notes to the Financial Statements
    22. Key management personnel disclosures continued
    (iii) Share holdings
    The numbers of ordinary shares in the company held during the financial year by each director of SEEK Limited
    and other key management personnel of the Group, including their personally related parties, are set out below.
    There were no shares granted during the reporting period as compensation.
    2011
    Balance at
    the start of
    the year
    Received
    during the
    year on
    exercise
    of options
    Purchase
    of shares
    Sale of
    shares
    Other
    changes
    during
    the year (1)
    Balance at
    the end of
    the year
    Non-executive directors
    R C G Watson 4,238,648  – – – – 4,238,648
    C B Carter 94,458  – – – – 94,458
    N G Chatfield 32,656  – – – – 32,656
    D I Bradley – – 1,000  – – 1,000
    Executive directors
    P M Bassat 12,712,613  – – – – 12,712,613
    A R Bassat 13,500,113  – – – – 13,500,113
    Other key management personnel
    J A Armstrong 92,276  – – – – 92,276
    C M T Eaton 20,347  – – – – 20,347
    J S Powell 17,383  – – (13,000) 1,953  6,336
    J S Lenga  299,926  – – (50,000) – 249,926
    P D Everingham 137,448  10,000  – – – 147,448
    M Callaghan (1) – 7,083  – – 26,411  33,494
    H Souness (1) – – – (11,000) 22,233  11,233
    M Ilczynski (1) – – 2,000  – 12,777  14,777
    1. Granted and exercised options and Performance Rights are included from 22 July 2010. The balance of shares is included within ‘other changes
    during the year’.
    SEEK Limited Annual Report 2011 108
    2010
    Balance at
    the start of
    the year
    Received
    during the
    year on
    exercise
    of options
    Purchase
    of shares
    Sale of
    shares
    Other
    changes
    during
    the year (1)
    Balance at the
    end of the year
    Non-executive directors
    R C G Watson 4,238,648  – – – – 4,238,648
    C B Carter 94,458  – – – – 94,458
    N G Chatfield 32,656  – – – – 32,656
    D I Bradley – – – – – –
    J D Packer (1) 87,243,981  – – (87,243,981) – –
    J H Alexander (1) 87,276,367  – – (87,243,981) (32,386) –
    Executive directors
    P M Bassat 12,712,613  787,500  – (787,500) – 12,712,613
    A R Bassat 12,712,613  787,500  – – – 13,500,113
    Other key management personnel
    J A Armstrong 85,258  7,018  – – – 92,276
    C M T Eaton 25,703  5,171  846  (11,373) – 20,347
    J S Powell 33,854  9,529  – (26,000) – 17,383
    J S Lenga  292,414  67,512  – (60,000) – 299,926
    P D Everingham 170,651  66,797  – (100,000) – 137,448
    1. Includes shareholding of Windfyr Pty Ltd.
    (e) Loans to key management personnel
    There have been no loans to directors or executives during the financial year (2010: nil).
    (f) Other transactions with key management personnel
    Directors of SEEK Limited
    During the year there were no other transactions with key management personnel. For details of related
    party transactions in the prior year, refer to note 27(d).
    SEEK Limited Annual Report 2011 109
    Notes to the Financial Statements
    23. Remuneration of auditors
    During the year the following fees were paid for services provided by the auditor of the parent entity,
    its related practices and non-related audit firms:
    Consolidated
    2011
    $
    2010
    $
    (a) PricewaterhouseCoopers Australia
    Audit and other assurance services
    Audit and review of financial reports  861,671  655,506
    Other assurance services:
    Due diligence services 1,345,462  240,544
    Other –  8,893
    Total remuneration for audit and other assurance services 2,207,133  904,943
    Taxation services
    Tax consulting – international 553,676  –
    Tax consulting – domestic 55,195  220,122
    Tax compliance 71,935  81,735
    Total remuneration for taxation services 680,806 301,857
    Other services
    Education awards project 30,132  129,383
    Executive team benchmarking 49,900  48,000
    Other services 16,058  17,450
    Total remuneration for other services 96,090  194,833
    Total remuneration of PricewaterhouseCoopers Australia 2,984,029  1,401,633
    (b) Related Practices of PricewaterhouseCoopers Australia
    Audit and other assurance services
    Audit and review of financial reports  10,342  18,280
    Total remuneration for audit and other assurance services 10,342  18,280
    Taxation services
    Tax compliance services, including review of company income tax returns 8,981  11,869
    Total remuneration for taxation services 8,981  11,869
    Total remuneration of Related Practices of PricewaterhouseCoopers Australia 19,323  30,149
    It is the Group’s policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit
    duties where PricewaterhouseCoopers’ expertise and experience with the Group are important. These assignments
    are principally tax advice and due diligence reporting on acquisitions, or where PricewaterhouseCoopers is
    awarded assignments on a competitive basis. It is the Group’s policy to seek competitive tenders for all major
    consulting projects.
    SEEK Limited Annual Report 2011 110
    24. Contingent liabilities
    At balance date, the Group had no contingent liabilities (2010: nil).
    25. Commitments for expenditure
    Capital commitments
    At 30 June 2011 the Group had no capital commitments (2010: nil).
    Other commitments
    Commitments for the payment of IT services, advertising and promotions under long-term contracts in existence
    at the reporting date but not recognised as liabilities payable are as follows:
    Consolidated
    2011
    $’000
    2010
    $’000
    Within one year 6,548  4,344
    Later than one year but not later than five years 268  2,033
    More than five years  –  –
    Total 6,816  6,377
    Lease commitments
    Operating leases
    Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:
    Consolidated
    2011
    $’000
    2010
    $’000
    Within one year 12,295  10,883
    Later than one year but not later than five years 25,328  18,462
    More than five years  2,772  2,862
    Total 40,395  32,207
    The Group leases various offices under non-cancellable operating leases expiring within one to six years. The leases
    have varying terms, escalation clauses and renewal rights. On renewal, the terms of the lease are negotiated.
    SEEK Limited Annual Report 2011 111
    Notes to the Financial Statements
    26. Share-based payments
    Expenses arising from share-based payments transactions
    Total expenses arising from share-based payments transactions recognised during the period as part of employee
    benefits expense are $1,504,000 (2010: $1,321,000).
    Option plans
    Options granted during the year were solely to key management personnel under the Executive Director Option Plan.
    For details of all option and Performance Rights Plans, refer to pages 31 to 39 of the Remuneration Report contained
    in the Directors’ Report.
    Set out below are summaries of options granted under the plans for the Group:
    Number of options
    2011
    Grant date
    Expiry
    date
    (years)
    Exercise
    price
    Opening
    balance
    Granted
    during
    the year
    Exercised
    during
    the year
    Forfeited
    during
    the year
    Other
    changes
    Closing
    balance
    Options
    vested and
    exercisable
    at the end
    of the year
    Senior Executive Option Plan
    15/08/2005 6 $2.48 10,000  – (10,000) – – – –
    02/11/2005 6 $2.78 7,083  – (7,083) – – – –
    11/11/2005 6 $2.78 18,000  – (18,000) – – – –
    11/11/2005 6 $2.34 45,600  – (10,000) – – 35,600  35,600
    Total 80,683 – (45,083) – – 35,600  35,600
    Executive Director Options
    1/07/2008 (1) 5 $5.29 1,464,788  – – (522,766) – 942,022  942,022
    30/11/2009 (3) 5 $4.10 1,118,424  – – (559,212) – 559,212  –
    21/11/2011 (5) 4 $6.80 – 1,156,069  – – – 1,156,069  –
    Total 2,583,212  1,156,069  – (1,081,978) – 2,657,303  942,022
    Performance Rights and Options Plan
    1/07/2008 (2)(4) 4 – 248,902  – – (13,149) 3,346  239,099  –
    30/06/2009 5 $4.10 847,350  – – (66,310) – 781,040  –
    01/07/2010 5 $7.39 – 2,053,751  – (611,722) –  1,442,029  –
    Total 1,096,252  2,053,751  – (691,181) 3,346  2,462,168  –
    Total Plans 3,760,147  3,209,820  (45,083) (1,773,159) 3,346  5,155,071  977,622
    Weighted average exercise price $4.26 $7.18 $2.62 $5.56 $0.00 $5.64
    1. 471,011 options exercised on 1 July 2011.
    2. 10,208 options exercised on 1 July 2011.
    3. Options approved at AGM on 30 November 2009 (issue date was 1 July 2009).
    4. Options vesting on 1 July 2011.
    5. Options issued 1 January 2011 to be approved and granted at AGM on 21 November 2011.
    SEEK Limited Annual Report 2011 112
    Number of options
    2010
    Grant date
    Expiry
    date
    (years)
    Exercise
    price
    Opening
    balance
    Granted
    during
    the year
    Exercised
    during
    the year
    Forfeited
    during
    the year
    Other
    changes
    Closing
    balance
    Options
    vested and
    exercisable
    at the end
    of the year
    SEEK Limited Staff Option Plan
    22/02/2000 – 08/09/2003 6 $0.33 9,843  – (9,843) – – – –
    09/09/2003 – 03/05/2004 6 $0.46 9,088  – (9,088) – – – –
    17/05/2004 – 15/07/2005 6 $0.58 17,398  – (17,398) – – – –
    Total 36,329  – (36,329) – – – –
    Senior Executive Option Plan
    08/07/2005 6 $2.32 94,125  – (94,125) – – – –
    15/08/2005 6 $2.48 70,000  – (60,000) – – 10,000  10,000
    02/11/2005 6 $2.78 33,333  – (25,000) (1,250) – 7,083  7,083
    11/11/2005 6 $2.78 73,000  – (55,000) – – 18,000  18,000
    11/11/2005 6 $2.34 47,000  – (1,400) – – 45,600  45,600
    21/06/2006 6 $4.69 23,333  – – (23,333) – – –
    Total 340,791  – (235,525) (24,583) – 80,683 80,683
    Executive Director Options
    22/03/2005 6 $2.10 1,575,000  – (1,575,000) – – – –
    01/07/2008 5 $5.29 1,698,986  – – (261,382) 27,184  1,464,788  419,257
    30/11/2009 5 $4.10 – 1,118,424  – – – 1,118,424  –
    Total 3,273,986 1,118,424  (1,575,000) (261,382) 27,184  2,583,212  419,257
    Performance Rights and Options Plan
    01/07/2007 3.5 – 175,758  – (72,686) (103,072) – – –
    01/07/2008 4 – 284,336  – – (35,434) – 248,902  –
    30/06/2009 5 $4.10 884,341  12,026  – (49,017) – 847,350  –
    Total 1,344,435  12,026  (72,686) (187,523) – 1,096,252  –
    Total Plans 4,995,541  1,130,450  (1,919,540) (473,488) 27,184  3,760,147  499,940
    Weighted average exercise price $3.37 $4.10 $2.04 $3.59 $5.29 $4.26 –
    The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2011
    was $4.46 (2010: $7.02).
    The weighted average remaining contractual life of share options outstanding at the end of the year was 2.72 years
    (2010: 1.91 years).
    Fair value of options and Performance Rights granted
    The fair value of options and Performance Rights at grant date is independently determined using a Black-Scholes
    or similar option pricing model that takes into account the exercise price, the term of the option, the impact of
    dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
    yield and the risk free interest rate for the term of the option. The expected price volatility is based on the historic
    volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to
    publicly available information.
    Refer to page 36 of the Remuneration Report contained within the Directors’ Report, for details on the fair value
    of options and Performance Rights issued during the financial year.
    SEEK Limited Annual Report 2011 113
    Notes to the Financial Statements
    27. Related party transactions
    (a) Interests in controlled entities
    Interests in controlled entities are set out in note 30.
    (b) Transactions with associates
    The following transactions occurred with associates:
    Consolidated
    2011
    $
    2010
    $
    Sale and purchase of investment (i) 633,750  –
    Dividends received from associates 10,060,342  3,199,000
    Directors’ fees and other personnel costs charged to associates 195,000  203,445
    (i) Sale and purchase of investment
    As discussed in note 20(b), our associate, Zhaopin, completed the disposal of its investment in CJOL to JobsDB, who
    is the majority shareholder of CJOL. Zhaopin recognised a gain on sale of RMB7,845,000 (A$1,129,680) through profit
    and loss. The terms of this transaction were agreed on an arm’s-length basis. We have eliminated SEEK’s share of
    the profit recognised on the sale of CJOL of A$633,750 in the Consolidated Income Statement through ‘share of net
    profits of associates and jointly controlled entities’ and also from the redemption reserve (note 20(b)). Further details
    are set out in note 11.
    (c) Transactions with key management personnel
    Disclosures relating to key management personnel are set out in note 22.
    (d) Transactions with other related parties
    Other related parties comprise transactions with entities associated with key management personnel.
    The nature of the relationship with related parties includes the supply of advertising services and use of facilities
    between the related parties. Aggregate amounts that resulted from transactions with other related parties:
    Consolidated
    2011
    $
    2010
    $
    Sales to other related parties – 20,793
    Purchases from other related parties 201,000  24,941
    At 30 June 2011 A R Bassat individually holds an investment in Career FAQ with a value of $349,558. During the year,
    SEEK Learning paid an amount of $201,000 to Career FAQ in a lead generation deal on an arm’s-length basis.
    During the prior year SEEK Limited provided recruitment advertising to Consolidated Media Holdings Ltd on standard
    terms and conditions. Crown Melbourne Casino (part of the Crown Limited Group), provided conference and training
    facilities to SEEK Limited based on a contract that was agreed on normal commercial terms and conditions. These
    companies ceased to be related parties on 26 August 2009.
    Some of the Group’s independent non-executive directors are also non-executive directors for other companies.
    SEEK Limited, from time to time, may provide or receive services from these companies on an arm’s-length basis.
    SEEK Limited Annual Report 2011 114
    28. Deed of cross guarantee
    The following controlled entities have entered into a deed of cross guarantee:
    Company Financial year entered into agreement
    SEEK Limited 30 June 2006
    SEEK Learning Pty Ltd 30 June 2006
    Dynamic Web Training Pty Ltd  30 June 2006
    SEEK Campus Pty Ltd  30 June 2006
    SEEK Commercial Pty Ltd 30 June 2007
    SEEK Investments Pty Ltd 30 June 2007
    SEEK International Investments Pty Ltd 30 June 2007
    Think: Education Group Pty Limited 30 June 2010
    Think: Colleges Pty Limited 30 June 2010
    Think: Education Services Pty Limited 30 June 2010
    APM Training Institute Pty Limited 30 June 2010
    Australasian College of Natural Therapies (Holdings) Pty Limited 30 June 2010
    Jansen Newman Institute Pty Limited 30 June 2010
    Graduate Institute of Management and Technology Pty Limited 30 June 2010
    Billy Blue English School Pty Limited 30 June 2010
    Billy Blue Catering Pty Limited 30 June 2010
    Commercial Arts Training College Pty Limited 30 June 2010
    GMM Projects Pty Limited 30 June 2010
    The companies that are party to this deed guarantee the debts of the others and represent the ‘Closed Group’ from
    the date of entering into the agreement.
    These wholly-owned entities have been relieved from the requirement to prepare a financial report and directors’
    report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission.
    SEEK Limited Annual Report 2011 115
    Notes to the Financial Statements
    28. Deed of cross guarantee continued
    (a) Consolidated Income Statement, Statement of Comprehensive Income and a summary of movements
    in consolidated retained profits
    Since there are no other parties to the Deed of Cross Guarantee that are controlled by SEEK Limited the companies
    detailed on page 115 also represent the ‘Extended Closed Group’.
    Statement of Comprehensive Income
    2011
    $’000
    2010
    $’000
    Income Statement
    Revenue from continuing operations 320,878  266,970
    Other income – 6,417
    Operating expenses
    Direct cost of services (29,981) (22,188)
    Sales and marketing  (90,562) (70,962)
    Business development (20,379) (19,531)
    Operations and administration (55,665) (47,492)
    Finance costs (16,105) (6,168)
    Expenses from continuing operations (212,692) (166,341)
    Share of net profits of equity accounted investments 23,967  11,427
    Profit from continuing operations before related income tax expense 132,153  118,473
    Income tax expense (35,428) (29,437)
    Profit from continuing operations after related income tax expense 96,725  89,036
    Other comprehensive income
    Exchange differences on translation of foreign associates (19,936) 7,246
    (Losses)/profits on hedge contracts of controlled entities (2,705) 121
    (Losses) on hedge contracts of associates (net of tax) (262) (173)
    Mark-to-market revaluation  – (30)
    Income tax relating to other comprehensive income 490  2,429
    Other comprehensive income for the year (22,413) 9,593
    Total comprehensive income for the year 74,312  98,629
    Summary of movements in consolidated retained profits
    Balance 1 July 141,844  83,704
    Balance 1 July – Think entered into deed of cross guarantee – 3,774
    Profit for the year 96,725  89,036
    Tax credited directly to retained profits – share-based payments 49  2,386
    Purchase of shares on-market on exercise of employee share options (163) (3,773)
    Dividends paid (45,439) (33,283)
    Balance 30 June 193,016  141,844
    SEEK Limited Annual Report 2011 116
    (b) Consolidated balance sheet
    Set out below is a consolidated balance sheet as at 30 June 2011 of the Closed Group.
    Consolidated Balance Sheet
    2011
    $’000
    2010
    $’000
    Current assets
    Cash and cash equivalents 60,463  38,718
    Trade and other receivables 36,094  34,141
    Financial assets 31  121
    Current tax asset – 1,128
    Total current assets 96,588  74,108
    Non-current assets
    Investments in controlled entities 297,132  616
    Investments accounted for using the equity method 214,268  283,369
    Plant and equipment 18,048  14,243
    Intangible assets 124,077  124,018
    Deferred tax assets 11,102  10,300
    Loans with controlled entities – 1,066
    Total non-current assets 664,627  433,612
    Total assets 761,215  507,720
    Current liabilities
    Trade and other payables 31,808  25,236
    Unearned income 25,579  21,051
    Financial liabilities 299  –
    Current tax liabilities 2,827  –
    Provisions 1,923  2,026
    Loans with controlled entities 41,160  –
    Total current liabilities 103,596  48,313
    Non-current liabilities
    Borrowings 275,281  99,642
    Deferred tax liabilities 7,324  6,694
    Provisions 4,781  3,927
    Total non-current liabilities 287,386  110,263
    Total liabilities 390,982  158,576
    Net assets 370,233  349,144
    Equity
    Contributed equity 183,950  183,950
    Reserves (6,733) 23,350
    Retained profits 193,016  141,844
    Total equity 370,233  349,144
    SEEK Limited Annual Report 2011 117
    Notes to the Financial Statements
    29. Business combinations
    (a) Background to the acquisition of JobsDB Inc
    During the year SEEK Limited together with Consolidated Media Holdings Limited, Macquarie Capital and Tiger
    Global (together referred to as the “co-investors”) formed a new subsidiary, SEEK Asia Limited (SEEK Asia),
    to acquire a controlling interest in JobsDB Inc (JobsDB), over three stages. This transaction builds upon SEEK’s
    existing international footprint and increases its exposure to the high growth potential for online employment
    advertising in emerging regions.
    The stages of this acquisition and cash consideration are summarised in the tables and information below:
    Purchase consideration
    Notes
    Additional
    investment
    HKD
    $’000
    AUD
    $’000
    Stage 1 – transferred from investment in associate  11(c) 40% 1,070,000  128,450
    Stage 2 20% 517,294  61,998
    Stage 3 – payment outstanding at 30 June 2011 20% 600,000  70,821
    Add: Deferred consideration 17 10,013  1,198
    Total purchase consideration – SEEK Asia 80% 2,197,307  262,467
    Add: Non-controlling interest recognised on acquisition 20(a) 547,500  64,624
    Total purchase consideration (note 29(b)) 2,744,807  327,091
    Cash consideration
    Notes
    AUD
    $’000
    Total purchase consideration – SEEK Asia 262,467
    Exchange differences (1) and preliminary Net Asset Valuation adjustment 15,743
    Outflow of cash net of proceeds from co-investors 278,210
    Less: amounts outstanding at 30 June 2011 17 (72,958)
    Less: balances acquired 29(b) (19,118)
    Outflow of cash – investing activities 186,134
    Inflow of cash from co-investors 85,990
    Less: amounts outstanding at 30 June 2011 12 (17,342)
    Inflow of cash from co-investors – financing activities 68,648
    Net outflow of cash 117,486
    1. Exchange differences relate to movements in the HKD/AUD between acquisition date and cash payment date and currency movements while
    the investment was an associate which have been recorded in the foreign currency translation reserve.
    SEEK Limited Annual Report 2011 118
    Stage 1
    On 23 December 2010, SEEK Asia acquired 40% of the shares in JobsDB for HK$1,070,000,000. At this stage
    the acquisition was treated as an associate, as shown in note 11.
    Stage 2
    On 5 May 2011, SEEK Asia acquired an additional 20% of JobsDB for a further HK$520,000,000 totalling
    an investment of HK$1,590,000,000 and ownership of 60%. SEEK Limited’s share of the second tranche was
    HK$358,581,000 and in order to protect against exchange rate movements, the Group entered into forward
    exchange contracts to fix the AUD/HK exchange rate. The pre-tax loss of $71,000 arising on this contract
    was recognised through the hedging reserve. The acquisition has been reduced by HK$2,706,000 due to the
    calculation of the preliminary Net Asset Valuation adjustment as set out in the share and purchase agreement.
    From 5 May 2011, the investment has been accounted for as a controlled entity and fully consolidated into
    the SEEK Group.
    Stage 3
    On 30 June 2011, SEEK Asia became contractually committed to purchase a further 20% interest in JobsDB and
    take SEEK Asia’s total holding to 80%. The consideration for this purchase is HK$600,000,000, of which SEEK Ltd
    contribution is HK$413,748,000, in line with its ownership interest in SEEK Asia of 68.96%. The financial liability
    for the total purchase consideration is $71,760,000 (refer to note 17) and a financial asset of $17,342,000 for the
    amounts due from co-investors (with a further A$4,934,000 received prior to 30 June 2011) has been recognised
    (refer to note 12).
    Business combinations acquired in stages
    In accordance with the accounting policy set out in note 1(g) for a business combination achieved in stages the
    Group has re-measured its previously held equity interest (shown as stage 1 in the table above) in JobsDB at its
    acquisition-date fair value immediately prior to the business combination and recognised a resulting loss of $811,000
    in ‘operating and administration’ expenses in the Consolidated Income Statement (refer to note 7). The Group also
    expensed the acquisition costs of $6,203,000 capitalised on the acquisition of the associate interest (as detailed
    in the paragraph below) bringing the total ‘loss on step acquisition’ to $7,014,000 (refer to note 11(c)).
    Acquisition related costs
    Transaction costs relating to the acquisition of JobsDB were $6,203,000 and have been transferred to the
    Consolidated Income Statement in ‘operations and administration’ expenses. SEEK Limited’s share of these
    costs was $4,278,000 and the co-investors contribution was $1,925,000.
    SEEK Limited Annual Report 2011 119
    Notes to the Financial Statements
    (b) Details of assets and liabilities acquired
    The fair value of the assets and liabilities arising from the acquisition are as follows:
    Notes
    Preliminary
    fair value
    $’000
    Cash and cash equivalents 19,118
    Trade and other receivables 7,449
    Plant and equipment 1,167
    Intangible assets
    Brands and licences 14  40,133
    Customer relationships 14  19,471
    Computer software and website development 14  459
    Trade and other payables (9,359)
    Unearned income (11,338)
    Current tax liabilities (2,320)
    Deferred tax liability 8(e)  (11,845)
    Non-controlling interests in JobsDB subsidiaries 20  (600)
    Net identifiable assets 52,335
    Add goodwill acquired 14 274,756
    327,091
    The goodwill is attributable to JobDB’s strong position across key markets throughout South East Asia and
    the high growth potential in these emerging markets. Goodwill is not expected to be deductible for tax purposes.
    Given that the acquisition occurred close to year end, the final net asset valuation work and allocation of the purchase
    price to acquired assets are still preliminary. In particular, the final net asset value, adjusted acquisition price
    and fair values assigned to intangible assets are still being assessed and may be subject to change.
    Acquired receivables
    The fair value of trade and other receivables is $7,449,000 and includes trade receivables with a fair value of
    $3,620,000. The gross contractual amount of trade receivables due is $4,480,000, of which $860,000 is expected
    to be uncollectible.
    Acquired indemnification assets and liabilities
    An indemnification asset of $961,000 has been recognised in relation to certain pre-acquisition liabilities. Should
    these liabilities be required to be settled, then the vendor has agreed to reimburse SEEK Asia for any loss. The
    indemnification asset has been calculated as SEEK Asia’s proportion of the related liability and is a fixed proportion
    of this related liability. This amount is included within ‘other receivables.’
    In calculating the acquisition price, certain liabilities have been identified and recorded. If these liabilities are
    not required to be paid, then SEEK Asia is required to refund a proportion of these amounts to the vendor. Given
    that these are expected to be paid, no indemnification liability has been recorded.
    29. Business combinations continued
    SEEK Limited Annual Report 2011 120
    Non-controlling interests
    In accordance with the accounting policy set out in note 1(g), the group elected to recognise the non-controlling
    interests in JobsDB at fair value rather than at the proportionate share of the net identifiable assets. The fair
    value of the non-controlling interest in JobsDB has been determined with reference to the purchase price
    of the acquired interest.
    The current ownership structure of SEEK Asia in JobsDB is as follows:
    Investor Ownership in SEEK Asia
    SEEK Limited  68.96%
    Non-controlling interest
    Consolidated Media Holdings Limited 12.08%
    Macquarie Capital 6.88%
    Tiger Global 12.08%
    Total non-controlling interest 31.04%
    At 30 June 2011 SEEK Limited’s ultimate controlling interest in JobsDB was 55.2% (after Stage 3). From 5 May 2011,
    the Group has accounted for JobsDB as a controlled entity and recognised the relevant non-controlling interests in
    the Group financial statements. SEEK Limited holds the majority of Board seats in SEEK Asia and SEEK Asia holds
    the majority of Board seats in JobsDB and will play an active role in driving the strategic growth agenda of JobsDB.
    Revenue and profit contribution
    JobsDB contributed revenues of $8,727,000 and net profit of $1,868,000 before non-controlling interests for the
    SEEK Group for the period from 5 May 2011 to 30 June 2011. If the acquisition occurred on 1 July 2010, consolidated
    revenue and consolidated profit before non-controlling interests for the SEEK Group for the year ended 30 June 2011
    would have been $385,424,000 and $101,238,000 respectively. These amounts have been calculated using the Group’s
    accounting policies and by adjusting the results of JobsDB to reflect the additional amortisation that would have
    been charged assuming the fair value adjustments to intangible assets had applied from 1 July 2010, together with
    any tax effects.
    Year end
    The JobsDB Group has a 31 December year end. Due to local statutory requirements, the year end will not be aligned
    to the SEEK Group. For group reporting purposes, the financial year end has been aligned to that of the SEEK Group.
    Acquisitions made in the prior year
    In the prior year, a number of minor acquisitions were made by the SEEK Group in the Education segment.
    Purchase consideration totalled $3,299,000 and the related transaction costs were $411,000.
    SEEK Limited Annual Report 2011 121
    Notes to the Financial Statements
    30. Interests in controlled entities
    The consolidated financial statements incorporate the assets, liabilities and results of the following consolidated
    entities in accordance with the accounting policy described in note 1(b):
    Name of entity Country of incorporation Class of shares
    Equity
    holding
    2011
    %
    Equity
    holding
    2010
    %
    SEEK Campus Pty Ltd Australia Ordinary 100 100
    SEEK NZ Limited (1) New Zealand Ordinary 100 100
    SEEK Learning Pty Ltd Australia Ordinary 100 100
    Dynamic Web Training Pty Ltd Australia Ordinary 100 100
    SEEK Learning UK Limited (1) United Kingdom Ordinary 100 100
    SEEK Commercial Pty Ltd Australia Ordinary 100 100
    SEEK Investments Pty Ltd Australia Ordinary 100 100
    SEEK International Investments II Coöperatief U.A. Netherlands n/a 100 –
    Think: Education Group Pty Limited Australia Ordinary 100 100
    Think: Colleges Pty Limited Australia Ordinary 100 100
    Think: Education Services Pty Limited Australia Ordinary 100 100
    APM Training Institute Pty Limited Australia Ordinary 100 100
    Australasian College of Natural Therapies
    (Holdings) Pty Limited Australia Ordinary 100 100
    Jansen Newman Institute Pty Limited Australia Ordinary 100 100
    Graduate Institute of Management
    and Technology Pty Limited Australia Ordinary 100 100
    Billy Blue English School Pty Limited Australia Ordinary 100 100
    Billy Blue Catering Pty Limited Australia Ordinary 100 100
    Commercial Arts Training College Pty Limited Australia Ordinary 100 100
    GMM Projects Pty Limited Australia Ordinary 100 100
    The Trustee for the CATC Trust Australia Ordinary 100 100
    The CATC Trust Australia n/a n/a n/a
    SEEK Limited Annual Report 2011 122
    Name of entity Country of incorporation Class of shares
    Equity
    holding
    2011
    %
    Equity
    holding
    2010
    %
    SEEK International Investments Pty Ltd Australia Ordinary 100 100
    SEEK Asia Ltd Cayman Islands Ordinary 69 –
    JobsDB Inc (2) British Virgin Islands Ordinary 60 –
    Jobs DB Hong Kong Limited Hong Kong Ordinary 100 –
    Jobs DB Singapore Pte Limited Singapore Ordinary 100 –
    Jobs DB Taiwan Limited Taiwan Ordinary 100 –
    Jobs DB Australia Pty Limited Australia Ordinary 100 –
    Jobs DB India Private Limited India Ordinary 100 –
    Jobs DB Recruitment (Thailand) Limited Thailand Ordinary 49 (3) –
    Jobs DB Malaysia Sdn Bhd Malaysia Ordinary 49 (3) –
    PT. Jobs DB Indonesia Indonesia Ordinary 90 –
    PT. Prestige Indonesia  Indonesia Ordinary 100 –
    Jobs DB Philippines Inc. Philippines Ordinary 100 –
    Jobs DB China Investments Limited Hong Kong Ordinary 100 –
    Ezyjobs (Thailand) Limited Thailand Ordinary 49 (3) –
    Job88 (BVI) Inc. British Virgin Islands Ordinary 100 –
    Job88.com Limited Hong Kong Ordinary 100 –
    就業網絡信息技術(深圳)有限公司  People's Republic of China Ordinary 100 –
    廣州厚博信息科技有限公司 People's Republic of China Ordinary 100 –
    深圳市希捷爾人力資源有限公司 People's Republic of China Ordinary 75.58 –
    東莞市希捷爾人力資源有限公司 People's Republic of China Ordinary 75.58 –
    深圳市富才信息咨詢有限公司 People's Republic of China Ordinary 100 –
    東莞市富才信息咨詢有限公司 People's Republic of China Ordinary 100 –
    Jobs DB Assets (Thailand) Limited Thailand Ordinary 40 (3) –
    Jobs.DB Prestige Inc. Philippines Ordinary 25 (3) –
    Sure Luck Invest Limited British Virgin Islands Ordinary 100 –
    SEEK Deferred Share Plan Trust (4) Australia n/a n/a n/a
    SEEK Exempt Share Plan Trust (4) Australia n/a n/a n/a
    1. All subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 98/1418 issued by the Australian
    Securities and Investments Commission apart from SEEK NZ Limited, SEEK Learning UK Limited, SEEK Asia Ltd, JobsDB Inc and SEEK International
    Investments II Coöperatief U.A.
    2. At 30 June 2011 the equity holding in JobsDB was 60%, however SEEK Asia was contractually committed to purchase an additional 20% interest
    in JobsDB on 7 July 2011 bringing the total holding to 80% at that date.
    3. At 30 June 2011 the Group has fully consolidated these entities because JobsDB Inc has the ability to control their financial and operating policies
    despite not holding a majority of equity as required by local regulations.
    4. The Trusts are included within the consolidated group as the Group has the power to govern the financial and operating policies of these entities.
    SEEK Limited Annual Report 2011 123
    Notes to the Financial Statements
    31. Events occurring after balance date
    On 2 August 2011, SEEK announced the appointment of David Gibbons as Chief Information Officer (CIO) effective
    1 October 2011.
    There have not been any other significant events subsequent to 30 June 2011.
    32. Reconciliation of operating profit after income tax to net cash inflow from
    operating activities
    Consolidated
    Notes
    2011
    $’000
    2010
    $’000
    Profit from ordinary activities after income tax 96,714  89,521
    Non-cash items
    Depreciation and amortisation 12,595  9,615
    Amortisation of share-based payments and other long-term incentive schemes 7 999  1,321
    Net loss on disposal of plant and equipment – 46
    Unrealised exchange differences 614  110
    Amortisation of syndicated loan transaction costs 2,518  353
    Fair value loss/(gain) on acquisition 29 811  (6,417)
    Aggregated tax amounts arising in the reporting period recognised directly in equity 452  2,553
    Share of profits of equity accounted investments not received
    as dividends or distributions 11(b) (24,685) (11,427)
    Classified as financing and investing activities
    Dividend income received – (154)
    Transaction costs on acquisition of subsidiary 29 6,203  411
    Change in operating assets and liabilities:
    (Increase) in trade and other receivables  (1,549) (7,188)
    (Increase)/decrease in deferred tax asset (976) 2,952
    Increase in trade and other payables 9,468  6,032
    Increase in other provisions 1,255  300
    Increase/(decrease) in deferred tax liability 547  (527)
    Decrease/(increase) in current tax asset 1,067  (1,067)
    Increase/(decrease) in current tax liabilities 3,065  (5,995)
    Exchange (loss) on translation of foreign operations (912) –
    Net cash inflow from operating activities 108,186  80,439
    SEEK Limited Annual Report 2011 124
    33. Earnings per share
    Consolidated
    2011
    cents
    2010
    cents
    Basic earnings per share (EPS) 29.0
    26.6
    Diluted earnings per share (EPS) 28.9  26.5
    Weighted average number of shares used as the denominator
    Consolidated
    2011
    number
    2010
    number
    Weighted average number of shares used as the denominator
    in calculating basic earnings per share 336,584,488  335,992,316
    Weighted average number of options and performance rights 974,089  1,872,383
    Weighted average number of shares used as the denominator
    in calculating diluted earnings per share 337,558,577  337,864,699
    Reconciliation of earnings used in calculating earnings per share
    Consolidated
    2011
    $’000
    2010
    $’000
    Basic earnings per share
    Earnings used in calculating basis earnings per share 97,688  89,521
    Diluted earnings per share
    Earnings used in calculating basis earnings per share
    97,688  89,521
    Information concerning the classification of securities
    (a) Fully paid ordinary shares
    All shares are fully paid and have been included in both the basic earnings per share and the diluted earnings
    per share.
    (b) Options
    Options granted to employees under the SEEK Limited Option Plans are considered to be potential ordinary shares
    and have been included in the determination of diluted earnings per share. The options have not been included
    in the determination of basic earnings per share. Details relating to these options are set out in note 26.
    SEEK Limited Annual Report 2011 125
    Notes to the Financial Statements
    34. Parent entity financial information
    (a) Summary financial information
    The individual financial statements for the parent entity show the follow aggregate amounts:
    2011
    $’000
    2010
    $’000
    Balance sheet
    Current assets 79,528  217,805
    Total assets 651,885  427,030
    Current liabilities
    37,773  23,239
    Total liabilities
    315,189  124,727
    Net assets
    336,696  302,303
    Equity
    Issued capital
    183,950  183,950
    Reserves
    Cash flow hedges
    8,050  8,328
    Foreign currency
    (166)  –
    Share-based payments
    8,594  7,493
    Retained earnings
    136,268  102,532
    336,696  302,303
    Profit or loss for the year
    78,295  58,889
    Total comprehensive income
    78,394  59,010
    (b) Guarantees entered into by the parent entity
    The parent entity has given unsecured guarantees along with its Australian subsidiaries in respect of the syndicated
    loan facility of $340,000,000, of which $278,704,000 has been drawn. Refer to note 16.
    In addition, there are cross guarantees given by SEEK Limited, as described in note 28. No deficiencies of assets
    exist in any of these entities. The parent entity has further provided a guarantee in respect of obligations for rental
    commitments, as described in note 25.
    (c) Contingent liabilities of the parent entity
    The parent entity did not have any contingent liabilities as at 30 June 2011 or 30 June 2010.
    (d) Contractual commitments
    As at 30 June 2011, the parent entity had contractual commitments for minimum lease payments in relation to
    non-cancellable operating leases totalling $10,545,000 (2010: $3,704,000). Other commitments for the payment of
    IT services, advertising and promotions under long-term contracts in existence totalled $5,694,000 (2010: $2,725,000).
    SEEK Limited Annual Report 2011 126
    Directors’ Declaration
    In the directors’ opinion:
    (a) the financial statements and notes set out on pages 53 to 126 are in accordance with the Corporations Act 2001,
    including:
    (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
    reporting requirements; and
    (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of their
    performance for the financial year ended on that date; and
    (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
    due and payable; and
    (c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended
    closed group identified in note 28 will be able to meet any obligations or liabilities to which they are, or may
    become, subject by virtue of the deed of cross guarantee described in note 28.
    Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards
    as issued by the International Accounting Standards Board.
    The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required
    by section 295A of the Corporations Act 2001.
    This declaration is made in accordance with a resolution of the directors.
    Bob Watson
    Chairman
    Melbourne
    23 August 2011
    SEEK Limited Annual Report 2011 127
    Independent Auditor’s Report
    to the Members of SEEK Limited
    SEEK Limited Annual Report 2011 128
    SEEK Limited Annual Report 2011 129
    Shareholder Information
    The shareholder information set out below was applicable as at 9 September 2011.
    A. Distribution of shareholders
    Analysis of numbers of ordinary shareholders by size of holding:
    Size of holding
    Number of
    shareholders Shares
    % of
    Issued Capital
    1–1,000 4,273 2,209,732 0.66
    1,001–5,000 5,833 14,890,106 4.42
    5,001–10,000 1,349 9,793,096 2.91
    10,001–100,000 777 17,114,004 5.08
    100,001+ 96 293,072,269 86.93
    Total 12,328 337,079,207 100.00
    There were 449 holders of less than a marketable parcel of ordinary shares.
    B. Twenty largest quoted equity security holders
    The names of the twenty largest registered holders of quoted equity securities are listed below:
    Ordinary shares
    Number held
    Percentage of
    issued shares
    National Nominees Limited 72,300,140 21.45
    JP Morgan Nominees Australia Limited 60,184,134 17.85
    HSBC Custody Nominees (Australia) Limited 38,563,644 11.44
    UBS Nominees Pty Ltd 19,515,000 5.79
    Kiteford Pty Ltd (Andrew Bassat Family Trust) 11,250,113 3.34
    Cogent Nominees Pty Limited 11,226,670 3.33
    Citicorp Nominees Pty Limited 9,973,165 2.96
    Netherlane Pty Ltd (Paul Bassat Family Trust) 9,752,837 2.89
    UBS Wealth Management Australia Nominees Pty Ltd 5,072,316 1.50
    Australian Reward Investment Alliance 4,524,763 1.34
    Daleford Way Pty Ltd 4,238,648 1.26
    RBC Dexia Investor Services Australia Nominees Pty Limited (GSAM Account) 3,469,388 1.03
    JP Morgan Nominees Australia Limited (Cash Income Account) 2,820,196 0.84
    UBS Nominees Pty Ltd 2,545,561 0.76
    Citicorp Nominees Pty Ltd (Commonwealth Bank Off Super Account) 2,408,443 0.71
    Mr Andrew Reuven Bassat 2,250,000 0.67
    Mr Paul Moss Bassat 1,933,511 0.57
    Jonstead Pty Ltd (Matrock Finance Trust) 1,877,104 0.56
    Smallco Investment Manager Ltd (The Cut Account) 1,600,000 0.47
    Warbont Nominees Pty Ltd (Settlement Entrepot Account) 1,390,145 0.41
    Top 20 holders of ordinary fully paid shares (total) 266,895,778 79.18
    Other shareholders 70,183,429 20.82
    337,079,207 100.00
    SEEK Limited Annual Report 2011 130
    Unquoted equity securities
    Options issued to take up ordinary shares under the:
    Number held Number of holders
    Performance Rights and Options Plans 3,253,199 (1) 31
    1. The following persons hold 20% or more of these securities:
    Andrew Bassat 47.21%
    C. Substantial holders
    Substantial holders in the company are set out below:
    Number held Percentage
    Ordinary shares
    Hyperion Asset Management 36,518,049 10.83
    Fidelity international Group 33,047,992 9.80
    D. Voting rights
    The voting rights attaching to each class of equity securities are set out below:
    Ordinary shares
    On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
    each share shall have one vote.
    Options
    No voting rights.
    SEEK Limited Annual Report 2011 131
    Five Year Financial Summary
    2007
    $’000
    2008
    $’000
    2009
    $’000
    2010
    $’000
    2011
    $’000
    Operating Results
    Sales revenue
    Employment 140,206  188,815  170,464  172,685  224,037
    Education – Learning 16,785  21,350  30,051  43,628  44,466
    Education – Think – –
    9,929  69,558  69,078
    International
    – – – – 8,727
    Eliminations – intercompany transactions
    – – (2,099) (5,139) (3,254)
    Total sales revenue (1)
    156,991  210,165  208,345  280,732  343,054
    Adjusted EBITDA (2)
    80,317  109,809  97,767  117,365  135,636
    Adjusted EBITDA to sales (%) 51.2% 52.2% 46.9% 41.8% 39.5%
    Share of net (losses)/profits of associates (3) 2,020  2,718  (1,436) 11,427  24,685
    Net profit after tax (NPAT)
    55,515  76,280  55,301  89,521  96,714
    Non-controlling interests
    – – – – 974
    Profit for the year attributable
    to owners of SEEK Limited 55,515  76,280  55,301  89,521  97,688
    SEEK's share of associates' and jointly controlled entities' NPAT (3)
    IDP 5,282 9,075 13,835  9,795  7,742
    Zhaopin (3,262) (6,231) (17,254) (3,764) 8,702
    Think
    (126) (39)
    – –
    Brasil Online Holdings
    – –
    2,022 4,374 4,144
    JobStreet
    – – –
    1,022  2,679
    OCC
    – – – – 749
    JobsDB
    – – – – 715
    Swinburne Online
    – – – – (46)
    Total SEEK's share of associates' and
    jointly controlled entities' NPAT (3) 2,020  2,718  (1,436) 11,427  24,685
    Balance Sheet
    Current assets 49,435  60,504  70,164  76,472  160,560
    Non-current assets 86,889  149,267  390,471  437,174  809,836
    Total assets
    136,324  209,771  460,635  513,646  970,396
    Current liabilities 30,658  36,523  50,775  50,426  237,167
    Non-current liabilities 276  30,771  121,220  110,263  299,149
    Total liabilities
    30,934  67,294  171,995  160,689  536,316
    Net assets
    105,390  142,477  288,640  352,957  434,080
    Equity
    105,390  142,477  288,640  352,957  434,080
    Gearing (debt/debt+equity)
    0.0% 17.4% 28.0% 22.1% 39.1%
    Per ordinary share (cents) (from continuing operations)
    Dividends – interim 6.0  8.7  4.5  5.2  6.8
    Dividends – final 7.7  9.9  4.7  6.7  7.5
    Dividends – total 13.7  18.6  9.2  11.9  14.3
    Basic earnings per share 19.6  26.6  18.8  26.6  29.0
    Diluted earnings per share 19.3  26.3  18.7  26.5  28.9
    1. Sales revenue is revenue excluding interest, dividend, other revenue and other income from fair value gains on acquisitions.
    2. Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation and excluding share of net (losses)/profits of associates accounted
    for using the equity method, fair value gain/loss on acquisition, dividend income and amortisation of share-based payments and long-term incentives.
    3. Share of net (losses)/profits of associates accounted for using the equity method.
    SEEK Limited Annual Report 2011 132
    Corporate Directory
    Directors
    Robert (Bob) C G Watson
    Chairman
    Andrew R Bassat
    Managing Director and
    Chief Executive Officer
    Colin B Carter
    Neil G Chatfield
    Denise I Bradley
    Secretary
    Moana Weir
    Notice of Annual
    General Meeting
    The Annual General Meeting
    will be held at:
    Sofitel Melbourne
    The Fitzroy Ballroom
    Level 1
    25 Collins Street
    Melbourne, Victoria 3000
    Time: 3:00pm
    Date: 21 November 2011
    Principal registered
    office in Australia
    Level 6
    541 St Kilda Road
    Melbourne, Victoria 3004
    (03) 8517 4100
    Share register
    Computershare Investor
    Services Pty Limited
    452 Johnston Street
    Abbotsford, Victoria 3067
    (03) 9415 4000
    Auditor
    PricewaterhouseCoopers
    Freshwater Place
    2 Southbank Boulevard
    Southbank, Victoria 3006
    Solicitors
    Arnold Bloch Leibler
    Level 21
    333 Collins Street
    Melbourne, Victoria 3000
    Bankers
    Westpac Banking Corporation
    Stock exchange listings
    SEEK Limited shares are listed
    on the Australian Stock
    Exchange (Listing code: SEK)
    Website address
    www.seek.com.au
    SEEK would like to thank its staff members for
    taking part in the ‘SEEK & you shall find’ photo
    shoot featured in this report.
    seek.com.au
    seek.co.nz
    seekvolunteer.com.au
    seeklearning.com.au
    seekcommercial.com.au
    jobsdb.com
    think.edu.au
    dynamicwebtraining.com.au
    apm.edu.au
    billyblue.edu.au
    catc.edu.au
    williamblue.edu.au
    acnt.edu.au
    jni.edu.au
    ssnt.edu.au
    ancb.edu.au
    ebsglobal.com.au
     

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