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Page 1: SEEK welcomes the opportunity to present information about ......SEEK welcomes the opportunity to present information about the Group’s global tax contributions, tax strategy and

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Page 2: SEEK welcomes the opportunity to present information about ......SEEK welcomes the opportunity to present information about the Group’s global tax contributions, tax strategy and

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Contents

Message from the Group CFO 3

Overview of SEEK Group 4

Governance and tax strategy 7

International related party dealings 9

Income taxes disclosed in the 2018 annual report 10

Tax contribution summary 12

ATO public disclosure 13

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Message from the Group CFO SEEK welcomes the opportunity to present information about the Group’s global tax contributions, tax strategy and governance practices and is pleased to present SEEK Limited’s inaugural Tax Transparency Report for the financial year ended 30 June 2018 (‘FY2018’).

This report covers SEEK Limited and its controlled entities (referred to hereafter as ‘SEEK’ or ‘the Group’) unless otherwise noted and is published on a voluntary basis as part of our ongoing commitment to greater transparency.

SEEK’s Purpose is to help people live more fulfilling and productive working lives and help organisations succeed. We are very proud of the contribution we have made toward our Purpose through our online employment services where we help jobseekers find and connect with employment opportunities and help organisations find and place candidates into roles. We also support working adults and non-traditional students achieve their career aspirations through online education.

We are proud of the positive impact we make on the societies which we operate in on a truly global scale. Over twenty-one years SEEK has grown from an Australian start-up to a global business with presence in 18 countries and has relationships with over 190 million candidates and 900,000 organisations.

At SEEK, we believe in paying the right amount of tax in the countries in which we operate. This is supported by our tax strategy, under which SEEK endeavours to maintain an appropriate and sustainable effective tax rate through the adoption of tax positions that are well-grounded in tax law, supportable and aligned to commercial outcomes.

SEEK maintains a strong commitment to governance and fully supports the Australian Government’s Voluntary Tax Transparency Code (‘the Voluntary Code’). The Voluntary Code recommends additional tax information be publicly disclosed to help educate the public and other interested parties about the corporate sector’s compliance with Australia’s tax laws. SEEK was one of the first signatories to the Voluntary Code and has presented the recommended tax disclosures for an entity of its size in its annual report since the financial year ended 30 June 2016 (‘FY2016’). During FY2018, SEEK became a ‘large business’ for the purposes of the Voluntary Code and has prepared this report to provide additional recommended information, which builds on the disclosures already made in our FY2018 annual report.

This report also provides a summary of the A$252.8 million in taxes paid, collected and remitted by SEEK globally for FY2018.

SEEK remains committed to conducting its operations in a transparent and responsible manner that complies with its legal and regulatory obligations and responsibilities to its communities across the world.

Yours sincerely

Geoff Roberts Group CFO

8 August 2019

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Overview of SEEK Group SEEK is headquartered in Melbourne, Australia and has grown to be a global leader in the creation and operation of online employment marketplaces and online education services. The SEEK Group is made up of a diverse group of companies spanning 18 countries that have a unified purpose to help people live more fulfilling and productive working lives and help organisations succeed.

Figure one: SEEK Group global footprint

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SEEK continues to evolve and expand to take advantage of the unique position it is in to solve important and complex problems across employment, education and human capital management.

To deliver against this opportunity SEEK has radically transformed its business model, from that of a sales and marketing business (Phase 1) to a technology-led business applying product and technology solutions to support ambitious growth opportunities and deliver greater value to its hirers, candidates and students.

SEEK has a bias and a strong track record of reinvesting to support long-term growth and to build market-share. We think about our growth opportunity across four horizons.

Figure two: The four major phases of SEEK’s growth strategy

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Organisational management restructure With effect from March 2018, SEEK has organised itself into two main divisions to take advantage of long-term growth opportunities. These two divisions are:

• A larger operating business, Asia Pacific & Americas (‘AP&A’); and • A dedicated investments function referred to as SEEK Investments.

AP&A brings together SEEK ANZ, SEEK Asia, Brasil Online, OCC Mundial (‘OCC’) and aligned Early Stage Ventures (‘ESVs’). Closer integration and collaboration across these businesses will enable SEEK to solve common problems faced by candidates and hirers with greater focus and speed.

SEEK Investments brings together Zhaopin, Online Education Services (‘OES’) and other ESVs. The focus is to manage these businesses for medium to long-term (5+ year) capital appreciation rather than for shorter term profits. A greater and more dedicated focus on investments will help existing ESVs evolve and allows for additional acquisitions which can deliver strong shareholder value over time.

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Governance and tax strategy SEEK is committed to strong and effective governance frameworks and considers high standards of corporate governance a cornerstone to creating long term and sustainable shareholder value. SEEK understands and supports the view that effective tax risk management is crucial to good corporate governance and, by extension, part of being a good corporate citizen. The Board sets SEEK’s appetite and tolerance for risk, taking into account SEEK’s strategic objectives and other factors including regulatory and legal requirements, shareholder expectations, its financial position and organisational culture. The Board, through the Audit and Risk Management Committee (‘A&RMC’), is responsible for ensuring there are adequate procedures in place in relation to risk management, compliance and internal control systems. Management and employees are responsible for embedding these risk management practices across the SEEK business. SEEK’s overall approach to risk management is to identify and minimise the potential for loss, whilst also maximising strategic opportunities for growth. For SEEK, understanding and effectively managing business risk is a continual process and an integral part of the management and corporate governance of the business. SEEK’s Corporate Governance Statement, in addition to its corporate governance policies are available in the Investors section of the SEEK website at https://www.seek.com.au/about/investors/corporate-governance.

Tax governance and risk management Tax is one of many commercial risks that needs to be managed and falls under the oversight of the A&RMC. Accordingly, SEEK’s overarching approach to risk management sets the context for SEEK’s approach to tax risks, governance and planning. SEEK’s tax affairs are managed under the Tax Governance and Risk Management Framework (‘the Framework’), which is approved by the A&RMC. The Framework helps define SEEK’s overall tax risk appetite, including the use of appropriate management and operating controls to adequately identify and manage tax risks. In relation to tax compliance, SEEK has high expectations of its team, and a low appetite for risk. We adopt tax positions that are well-grounded in tax law, supportable and aligned to commercial outcomes. In addition, we proactively engage with tax and revenue authorities. SEEK does not engage in aggressive tax planning. As part of historic acquisitions, SEEK’s corporate legal structure includes several companies incorporated in low-tax jurisdictions. As with all SEEK’s subsidiaries, these companies are subject to Australia’s controlled foreign company and other Australian anti-avoidance tax rules. Material tax risks are reviewed by management, advisors, external auditors and the A&RMC. SEEK continues to enhance its tax control framework, including periodic testing of controls having regard to the Australian Taxation Office’s (‘ATO’) Tax Risk Management and Governance Review Guide and other global best practice standards.

Tax strategy The SEEK tax strategy determines how tax is managed within the Group. The key objectives of our tax strategy are to:

• Pay taxes in the countries in which SEEK operates, and ensure we maintain a sustainable and appropriate

effective tax rate by utilising local tax incentives and concessions as and when available to us; • Adopt tax positions that are aligned with the commercial objectives of the business, well-grounded and

considered based upon our defined tax risk appetite; and • Contribute to shaping tax policy and reform and maintain cooperative relationships with tax and other

revenue authorities.

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Engagement with tax and other revenue authorities In line with the guiding principles of SEEK’s tax strategy, we act in good faith to maintain open, cooperative and transparent relationships with all tax and revenue authorities in the countries in which we operate. Openness, honesty and transparency are paramount in all dealings with the tax authorities and other relevant bodies. SEEK has regular engagement with the ATO and other revenue authorities through periodic risk reviews and cooperative compliance initiatives (e.g. advanced rulings).

More recently as part of the ATO Justified Trust methodology and top 1,000 Tax Performance program, a Streamlined Tax Assurance Review (‘STAR’) was undertaken with respect to SEEK’s tax risk and governance framework, internal controls, tax positions on significant transactions and alignment between accounting and tax results for the financial years ended 30 June 2014 to 30 June 2016. The review did not identify any material errors or omissions or result in any material changes to the amount of income tax paid during those income years.

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International related party dealings SEEK Limited is the parent entity of the Group and is headquartered in Melbourne, Australia. As an Australian company with outbound international operations and investments, SEEK Limited, together with its wholly-owned Australian subsidiaries (‘SEEK Australia’), had the following key types of dealings with its international related parties during FY2018:

Type Description

Product development

As part of SEEK’s strategic evolution, SEEK Australia’s product development team collaborates with its international related parties on several global products. To facilitate this, the parties are participants in a cost contribution arrangement through which the costs of product development are shared amongst the participants under arm’s length principles.

Licencing of intellectual property (IP)

SEEK Australia provides use of its brand and certain website products to SEEK (NZ) Limited (‘SEEK NZ’) to facilitate its operations in the New Zealand market.

Management and administrative services

SEEK Australia provides and receives various management functions and other services to/from its international related parties.

Financing As a large global group, loans and other financing transactions between SEEK Australia and its international related parties are an ordinary function of the Group’s commercial cash management strategy and operational funding requirements.

Dividends SEEK receives dividends from its various overseas subsidiaries.

Dealings between related parties within the Group follow commercial arm’s length principles in accordance with global transfer pricing laws and Organization for Economic Cooperation and Development (‘OECD’) guidance. SEEK is also subject to detailed regulatory reporting requirements to various global revenue authorities with respect to its related party dealings. For example, in Australia, we lodge an annual country-by-country (‘CbC’) report which is shared with foreign tax authorities. This information provides tax authorities with details of how we operate our business and conduct our tax affairs around the world.

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Income taxes disclosed in the 2018 annual report Income tax expense and related disclosures in SEEK’s FY2018 annual report are prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and recommendations in the Voluntary Code. The reconciliations provided below are drawn from the FY2018 annual report, available on the SEEK website. All amounts are shown in AUD. For further information, please refer to the FY2018 annual report.

Reconciliation of accounting profit to income tax expense Income tax expense of $83.9m is disclosed in Note 6 of SEEK’s FY2018 annual report and represents 30% (Australian company tax rate) of profit before tax, adjusted for amounts which are not assessable or deductible for tax purposes.

2018 $m Profit before income tax expense 174.9 Income tax calculated @ 30% 52.5 Tax effect of amounts that are not deductible/(taxable): Fair value gain on financial assets (a) (17.6) Financing, transaction and legal costs (b) 6.9 Impairment loss (c) 54.5 Post-tax associate earnings (d) 1.9 Research and development claim (e) (9.5) Overseas tax rate differential (f) (8.5) Over provision in prior year (0.2) Other 3.9 Income tax expense in the consolidated income statement 83.9

a. Non-taxable accounting gain on the revaluation of SEEK’s investment in MaiMai (via Zhaopin) of $35.9m (SEEK’s share) b. Non-deductible financing, transaction and legal costs c. Non-deductible accounting impairment charges for Brasil Online, OCC and CJOL (a subsidiary of Zhaopin) d. SEEK’s share of associates’ results (loss) is taken up net of the associates’ tax expense and is not deductible to SEEK e. Research and development incentive tax benefits throughout the Group f. The Group’s international profits are taxed at local, statutory or preferential rates varying from the Australian statutory

tax rate. These rates range from 15% to 34%.

Reconciliation of income tax expense to income tax payable There may be a difference between the income tax expense as calculated and the tax payable to a relevant taxation authority during the same income year. This is due to several expected factors, including temporary differences between accounting and tax outcomes under tax law and timing of corporate income tax instalment payments as required. Temporary differences do not impact how much tax is paid on profits (i.e. income tax expense), but they do impact the timing of payment of the related tax and give rise to deferred tax assets and liabilities. This can therefore impact the income tax cash payable in any one particular year.

2018 $m Income tax expense in the consolidated income statement 83.9 Add/(subtract): Deferred tax assets charged to income 4.2 Deferred tax liabilities charged to income (6.9) Over provision in prior years (current and deferred) 0.2 Current tax included in income tax expense 81.4

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Current tax included in income tax expense 81.4

Add/(subtract): Net opening balance carried forward 17.9 Tax payments made to tax authorities (65.1) Over provision in prior years (current tax) (1.5) Items recognised directly in equity (2.0) Foreign exchange 0.8 Transfers from other balance sheet accounts 7.8 Other (0.9) Net current tax liability 38.4

Effective tax rates The effective tax rate (‘ETR’) is calculated as total income tax expense divided by profit before tax, adjusted for post-tax share of results of equity accounted investments. The post-tax share of results from SEEK’s equity accounted investments have been excluded from the ETR calculation to ensure the ETR accurately reflects the actual tax payable on SEEK’s profit.

SEEK Group

SEEK Australian

Operations 2018 2018 $m $m Profit before income tax expense 174.9 166.6 Add: Post-tax share of results of equity accounted investments 6.2 2.7 (A) Adjusted profit before income tax expense 181.1 169.3 (B) Income tax expense 83.9 46.3 Effective tax rate (B/A) 46.3% 27.3%

SEEK Group ETR

The SEEK Group’s ETR for 2018 was 46.3%, attributable predominately to non-deductible impairment charges for Brasil Online, OCC and CJOL (subsidiary of Zhaopin). Please refer to the reconciliation of accounting profit to income tax expense for further details on the drivers of the SEEK Group ETR.

Australian Operations ETR

Australian operations are comprised of SEEK Limited and its Australian controlled-entities and equity accounted investments. This is broader than the SEEK Limited income tax consolidated group. The Australian operations ETR for 2018 was 27.3%, attributable primarily to the Research & Development tax offset available in Australia.

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Tax contribution summary

Provided below is a summary of the total tax contributions made by the Group to tax and revenue authorities around the world. Tax payments are presented on a cash basis and exclude payments made by those entities that are accounted for as equity investments within the SEEK consolidated financial statements.

A$m Australia Asia Pacific* China Latin

America Rest of

World Total

Taxes Paid

Corporate income tax 27.6 17.7 16.1 3.7 0.0 65.1

Employer / payroll taxes1 13.3 0.0 0.0 2.7 0.0 16.0

Other2 0.0 0.2 2.7 5.2 0.0 8.1

Taxes collected on behalf of others3

Net GST / VAT4 37.5 10.7 21.6 3.5 0.0 73.3

PAYG / PAYE / salary withholding5 55.1 5.4 19.1 8.0 0.2 87.8

Other 0.0 2.2 0.0 0.3 0.0 2.5

Total tax contributions 133.5 36.2 59.5 23.4 0.2 252.8 * Includes payments made/collected by SEEK NZ.

1. Includes Australian and New Zealand Fringe Benefits Tax (‘FBT’) for the year ended 31 March 2018. 2. Includes social welfare taxes, service taxes, property taxes, stamp duty and other taxes. 3. These are taxes the SEEK Group has an obligation to collect and remit to tax and revenue authorities on behalf of others. 4. Net Goods & Services Tax (‘GST’) / Value Added Tax (‘VAT’) collections represent the difference between the GST/VAT SEEK charges

customers on its sales and the GST/VAT SEEK pays on its purchases. 5. Pay As You Go (‘PAYG’) / Pay As You Earn (‘PAYE’) / salary withholding is the personal income tax SEEK withholds, on behalf of the

ATO and other global revenue authorities from salary and wages paid to its employees. In 2018, SEEK employed approximately 10,140 people globally.

Taxes by region and category

Revenue by geography Australia Asia

Pacific China Latin America

Rest of World Total

Sales Revenue ($m) 528.5 197.4 461.5 105.1 2.0 1,294.5

Percentage of Total (%) 41% 15% 36% 8% 0% 100%

53%

14%

24%

9%

0%

Tax contributions by region

Australia

Asia Pacific

China

Latin America

Rest of World

26%

6%

29%

35%

4%

Tax contributions by category

Corporate income tax

Employer / payroll taxes

Net GST / VAT

PAYG / PAYE / salary withholding

Other

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ATO public disclosure

The ATO has a legislative duty to publicly report information about Australian public and foreign owned corporate tax entities with total income of $100 million or more (and certain other entities). In late 2018, the ATO publicly disclosed the following specific information about SEEK Limited, as reported in the SEEK Limited Australian income tax consolidated return for the financial year ended 30 June 2017:

SEEK Limited Australian income tax consolidated group

Tax year 2017

ABN 46 080 075 314

Total income A$595,064,481

Taxable income A$130,285,542

Income tax payable A$13,147,581

Why is “Taxable income” less than “Total income”?

Taxable income is calculated based on accounting profit, being total income (as reported above) less total expenses, adjusted for allowable tax differences provided for under Australian tax law.

How is “Income tax payable” calculated?

Income tax payable is prima facie calculated as 30% (being the current Australian corporate tax rate) of the taxable income of the SEEK Limited Australian income tax consolidated group. Under Australian tax laws, this amount is further reduced by available tax offsets (e.g. franking credit offset, R&D tax offset and foreign income tax offset).

The table below illustrates how the final income tax payable as disclosed is calculated from taxable income:

2017 SEEK Limited Australian income tax consolidated group A$m

Taxable income 130.3

Prima-facie tax payable (@ 30%) 39.1

Adjusted for:

R&D tax incentive offset (14.2)

Franking credit offset1 (10.8)

Foreign income tax offset2 (1.0)

Tax Payable 13.1

1. The franking credit offset represents the amount of Australian tax that has already been paid on dividend income received by SEEK. This offset ensures that fully franked dividends are not subject to double tax in Australia.

2. An allowable offset for foreign income tax already paid on foreign income which is also subject to Australian tax, to avoid double taxation.

The ATO will publicly report information from the SEEK Ltd Australian income tax consolidated return for the financial year ended 30 June 2018 in late 2019.