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TEAM LEADER NAME: TUTOR NAME: TUTORIAL DAY AND TIME: Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 1. Cash Flows at the start STUDENT NUMBER TEAM MEMBER NAME (TEAM LEADER) Total Annual sales growth rate 2. Cash Flows over the life Year 10 Year 0 3. Cash flows at the end Total Grand total for each year 4. NPV 5. Share return for 2015 6. Share valuation in 2016 7. Value creation strategy 8. Loan outstanding at expiry Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 For personal use only Collins Foods Limited COLLINS FOODS LIMITED ABN 13 151 420 781 ANNUAL REPORT 2016 For personal use only 2016 has delivered a strong financial result, and we are well-placed to continue to maximise growth opportunities. Contents 1 Our financial performance 3 Our year in review 4 Chairman's message 5 CEO's report 8 Directors' Report B | COLLINS FOODS LIMITED ANNUAL REPORT 2016 29\t\u0007Auditor's Independence Declaration 30 Consolidated Income Statement Key dates for 2015-2016 31\t\u0007Consolidated Statement of Comprehensive Income Tuesday, 28 June 2016 Full year results released 32 Consolidated Balance Sheet Wednesday, 6 July 2016 Final dividend record date 33\t\u0007Consolidated Statement of Cash Flows Wednesday, 13 July 2016 Final dividend payment date 34\t\u0007Consolidated Statement of Changes in Equity Thursday, 1 September 2016 2016 Annual General Meeting 35\t\u0007Notes to the Consolidated Financial Statements Sunday, 16 October 2016 FY17 half-year end 69 Directors' Declaration Wednesday, 30 November 2016 Half-year results released 70 Independent Auditor's Report Thursday, 8 December 2016 72 Shareholder Information Thursday, 15 December 2016 Interim dividend payment date 73 Corporate Directory Sunday, 30 April 2017 Interim dividend record date End of FY17 Our financial performance Revenue Revenue (A$ million) (A$ million) 600 Underlying NPAT Statuatory NPAT ($ million) (A$ million) 25 500 20 571.6 574.3 24.6 400 30.1 15 425.1 17.9 300 10 200 22.3% 0.5% 5 100 3.1% Underlying NPAT was up 22.3% 0 to $30.1m (FY15: $24.6m). FY14 FY15 FY16 381.0% KFC Same Store Sales Statutory NPAT Same store sales up, to 3.1% (FY15: 4.8%). Statutory NPAT of $29.1m (FY15: Statutory NPAT loss $10.4m). 10.7% 21.7% Underlying EBITDA Dividends Underlying Earnings Before Interest, Tax, Depreciation and Amortisation up, to $74.6m (FY15: $67.4m). Total FY16 fully franked dividends paid up, to 14.0 cps (FY15: 11.5 cps). 1.1% Net operating cashflow Net operating cashflow up, to $49.7m (FY15: $49.1m). (a) \u0007Excluding the additional trading week in FY15, revenue up 2.4%. 2.0 points ROCE Return on Capital Employed up 2.0 points, to 14.9% (FY15: 12.9%). COLLINS FOODS LIMITED ANNUAL REPORT 2016 FY14 FY15 FY16 Revenue was up 0.5% 0 compared to the previous corresponding period.(a) 1 | For personal use only Over the past 12 months Collins Foods Limited has been firmly focused on growing its core business. Japan Sizzler (9) 2 | COLLINS 2\t|\tCOLLINS FOODS FOODS LIMITED LIMITED ANNUAL ANNUAL REPORT REPORT 2016 2016 For personal use only China Sizzler (10) Thailand Sizzler (47) Northern Territory KFC (4) Queensland KFC (131) Sizzler (15) Snag Stand (3) Western Australia KFC (41) Sizzler (4) New South Wales KFC (2) Sizzler (2) Snag Stand (2) ACT Snag Stand (1) We are proud to have opened six new KFC restaurants during the year, bringing the total number of all our restaurants in Australia to 205. Our year in review KFC Sizzler KFC achieved solid growth as a result of good sales growth underpinned by innovative products, disciplined cost management and the strong performance of recent new restaurant acquisitions. While Sizzler Australia continues to be managed as non-core to Collins Foods' strategic growth, the Sizzler Asia business has had a great year with royalty revenues up 14.5% on the prior year and a further six new restaurants built. -- Built six new restaurants -- Ten major remodels in Queensland and ten in Western Australia -- Eight minor remodels across the network Customers responded to a very successful summer cricket marketing campaign Product innovation was key in driving sales growth across the KFC business Snag Stand Snag Stand continues to establish itself as a unique and innovative offering. A new Stand at Pacific Fair on the Gold Coast was opened late last year reflecting the shift in position of the Brand. This Stand has great customer appeal and has performed well so far. COLLINS FOODS LIMITED ANNUAL REPORT 2016 We invested in new restaurant developments and major remodels to provide customers a contemporary restaurant design for an enhanced dining experience 3 | For personal use only We have continued to build on the momentum of the previous years, delivering good sales growth, increased margins and cash flows and an improvement in our return on capital employed. For personal use only Chairman's message Collins Foods Limited has continued to build on its strengths in 2016, and as a result has delivered another solid financial performance. As the largest KFC franchisee in Australia, it is pleasing that the Group's flagship business led the way in achieving excellent results throughout the year. In March, the Company also achieved a milestone when it was included in the S&P ASX 300. The 2016 performance has resulted from a focus on disciplined management of our restaurants, together with an ongoing implementation of measures designed to optimise efficiencies. Overall, the Group reported a statutory Net Profit After Tax of $29.1m; an increase of 381% on the previous year. The Group's revenue increased by 0.5% to $574.3m driven by same store sales growth and new restaurant openings. The performance of the Western Australia and Northern Territory KFC restaurants acquired in 2014 continued to improve during 2016 with profits from this business reinvested into our restaurants to fund ongoing growth. On the back of this pleasing financial performance, the Company has paid shareholders a final dividend of 8 cents per share, bringing the full year dividend to 14 cents per share. The final dividend was paid on 13 July 2016. This 2016 dividend is in line with the Board's commitment to pay out 50% of the full year profits, excluding those of KFC Western Australia and Northern Territory. The Group's focus on delivering value and innovation to our customers has been key to the success of our KFC business in the face of stiff competition and evolving consumer tastes and preferences. The Sizzler Australia business is managed as a non-core part of the business with no further growth capital to be allocated. Despite this, the business continues to deliver positive EBITDA for the Group. The Snag Stand business model continues to evolve and we have taken the Brand under the guidance of Collins Foods' management by buying the remaining 50% of Snag Stand. Outlook The Group is excited and optimistic about the opportunities that will emerge during the coming financial year and will continue to invest in the KFC business. An ongoing focus on value and innovation which meets the evolving demands of our customers will be critical to our success. The Group's growth will be secured by a focus on disciplined operational management of our restaurants, in addition to our commitment to continuously improving efficiencies. In closing, I would like to thank my fellow Directors for their professionalism, experienced counsel and input throughout the year. On behalf of the Board, thanks must also go to our experienced management team led by Managing Director and CEO Graham Maxwell for their dedicated pursuit of improved performance across all of our businesses. Finally, I would also like to thank our talented employees, whose numbers have grown to more than 9,000 Australia wide throughout the Collins Foods business, for their tremendous dedication and effort to their respective brands in helping to deliver these excellent results. 4 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Collins Foods will pursue growth opportunities in the current year as evidenced by our agreement to acquire 13 KFC restaurants around the New South Wales and Victorian border after the end of the 2016 financial year. This acquisition strengthens the Group's national footprint and consolidates our position as the largest KFC franchisee in Australia. Robert Kaye SC Independent Non-executive Chairman Overall EBITDA increased by 10.1% to $81.9m. This improvement of EBITDA margin reflects our ongoing focus on disciplined operational management. Growth of the KFC business During the financial period we continued to develop our network of KFC restaurants with a further six new restaurants being built - three in Queensland and three in Western Australia. We are committed to investing in our existing restaurants to ensure they meet the evolving needs of our customers and as such undertook 20 major remodels across the network (with an additional eight minor remodels). Collins Foods continues to pursue growth opportunities across Australia. The decision to acquire 13 KFC restaurants in the New South Wales/Victorian border area underscores our ambition and positions the Group for further growth in these Australian states. At completion, our KFC restaurant count in Australia will be 191. We continued to focus on providing our customers with great experiences and products, delivered in a contemporary and welcoming environment. Ongoing focus on improving the speed of the drive-through and the increasing use of digital menu boards in our existing restaurants is also adding to the overall customer experience. Financial performance The brand is increasing its presence on social media, using this platform for engaging with our younger customers to ensure that the brand remains relevant and in touch with their ever changing and fast paced lives. Throughout the year, we continued to focus on maximising operational performance, building a strong platform for growth and strengthening resilience within the business. The strong business performance, against a challenging economic background, delivered Net Profit After Tax of $29.1m. Underlying Net Profit After Tax increased by 22.3% to $30.1m compared to the prior year. Revenue for the year increased 0.5% over the prior year (the prior year was a 53 week year) with underlying EBITDA for the Group increasing by 10.7% to $74.6m. Underlying EBIT increased 16.0% to $52.4m. Overall, the Group generated net operating cash flows of $49.7m, an increase of $0.5m on the prior year. This enabled net debt to be reduced by $10.3m to $112.5m, and improved the Group's net leverage ratio (net debt to EBITDA) from 1.83 to 1.52 at the end of the year. Return on capital employed increased 2.0 percentage points to 14.9%. During the past year, the Group refinanced its existing syndicated debt facilities. The existing facilities of $165m were extended to $200m, with $65m (fully drawn) having a term to 31 October 2018 and two facilities totalling $135m (drawn to $100m) having a term to 31 October 2020. The debt facilities will support the ongoing expansion of the business and assist in achieving long term sustainable earnings growth. Operational performance KFC KFC had a strong year, delivering overall revenue growth of 3.8% to $501.6m (the prior year was a 53 week year) and same store sales growth of 3.1%. Sales growth was underpinned to a large extent through providing our customers with craveable and innovative products while at the same time offering great value. Sizzler Sizzler Australia continues to be managed as a non-core business. While sales were down on the prior year as a result of same store sales decline and the closure of four restaurants, EBITDA was maintained compared to the prior year. Sizzler Asia had a strong year with royalty growth increasing 14.5% over the prior year. A further six new restaurants were built, with five in Thailand and one in Japan. The overall number of Sizzler restaurants across Thailand, China and Japan now stands at 65. There are plans to build a further six new restaurants across Asia during the current financial year. Snag Stand Snag Stand is establishing itself as a unique and innovative offering in the competitive fast casual environment. During the year we opened a new Snag Stand at Pacific Fair on the Gold Coast. This new Stand reflects the refined direction of the brand, has high customer appeal and has performed well to date. During the year we closed two Stands in Melbourne that did not reflect this new brand positioning. The Group now operates five Company owned Stands and one franchised Stand across Australia. COLLINS FOODS LIMITED ANNUAL REPORT 2016 Collins Foods Limited delivered another strong performance in 2016. This performance builds upon the momentum of previous years, delivering good sales growth, increased margins and cashflow with improvement to our return on capital employed. 5 | For personal use only CEO's report Conclusion Charitable support We will remain focused on maximising operational performance, building a strong platform for growth and strengthening resilience within the business. For personal use only Health & Safety Collins Foods is absolutely committed to providing a safe and healthy workplace across all of our operations and operating companies. We take our goal of zero harm to our employees, contractors and third party providers seriously and are committed to working with our employees to ensure that we continuously improve operational safety. Furthermore, we are equally committed to ensuring that our customers are never placed in any harm. As a Group, Collins Foods is committed to our continued support of charitable and community organisations. In 2016, through our Workplace Giving program we were able to donate almost $500,000 to the five charities we support. Of this figure employee donations totalled more than $290,000 with the remainder comprising customer donations of approximately $100,000 which was matched by Collins Foods. Collins Foods will continue to pursue growth opportunities across Australia. The decision to acquire 13 KFC restaurants in New South Wales/Victoria reflects this intent. In addition, we will grow the KFC business organically through existing store sales growth and building new restaurants. We will also explore any further acquisition opportunities that meet Collins Foods' strategic criteria. In closing, a big thank you to all of our employees across our restaurants and Support Centre for their dedication and commitment to making Collins Foods a great company. I look forward to another exciting year ahead as we focus on our key business priorities. 6 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 During the same period, Collins Foods also contributed more than $80,000 to World Hunger, raised through in restaurant customer donations and staff fundraising initiatives. As a Group, we also supported other sporting and community groups, such as Queensland Cricket, the Hear & Say Centre and Child Protection Week. Graham Maxwell Managing Director & CEO Collins Foods Limited ACN 151 420 781 For personal use only Financial report For the reporting period ended 1 May 2016 Contents 08 Directors' Report 50 F/ Other information 15 Letter to Shareholders 50 F1/ Commitments for expenditure 16 Remuneration Report 51 F2/ Earnings per share 29 Auditor's Independence Declaration 51 F3/ Receivables 30 Consolidated Income Statement 52 F4/ Property, plant and equipment 31 Consolidated Statement of Comprehensive Income 54 F5/ Intangible assets 32 Consolidated Balance Sheet 57 F6/ Trade and other payables 33 Consolidated Statement of Cash Flows 57 F7/ Provisions 34 Consolidated Statement of Changes in Equity 58 F8/ Reserves 35 Notes to the Consolidated Financial Statements 59 F9/ Tax 35 A/ Financial overview 61 F10/ Auditors remuneration 35 A1/ Segment information 61 F11/ Contingencies 36 A2/ Revenue and other income 62 G/ Group structure 37 A3/ Expenses 62 G1/ Subsidiaries and Deed of Cross Guarantee 38 B/ Cash management 65 G2/ Parent entity financial information 38 B1/ Cash and cash equivalents 66 H/ Basis of preparation and other accounting policies 39 B2/ Borrowings 66 H1/ Basis of preparation 39 B3/ Ratios 67 H2/ Other Accounting policies 40 B4/ Dividends 68 I/ Subsequent events 41 C/ Financial Risk Management 68 I1/ Acquisition of 13 KFC restaurants 41 C1/ Financial risk management 68 I2/ Acquisition of Snag Stand 44 C2/ Recognised fair value measurements 69 Director's Declaration 45 C3/ Derivative Financial Instruments 70 Independent Auditor's Report 47 D/ Reward and Recognition 72 Shareholder Information 47 D1/ Key management personnel 73 Corporate Directory 47 D2/ Share based payments 48 D3/ Contributed equity 49 E2/ Related party transactions 7 | 49 \u0007E1/ Investments accounted for using the equity method COLLINS FOODS LIMITED ANNUAL REPORT 2016 49 E/ Related parties Directors' Report For personal use only Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Collins Foods Limited (the Company) and the entities it controlled at the end of, or during, the period ended 1 May 2016. Directors The names of the Directors of the Company during or since the end of the financial period are as follows: Name Date of appointment Robert Kaye SC 7 October 2014 Graham Maxwell 25 March 2015 Kevin William Joseph Perkins 15 July 2011 Bronwyn Kay Morris 10 June 2011 Newman Gerard Manion 10 June 2011 Russell Keith Tate 10 June 2011 Principal activities During the period, the principal activity of the Group was the operation, management and administration of restaurants. The Group operates in Australia and Asia (predominantly in Thailand, Japan and China). There were no significant changes in the nature of the Group's activities during the period. Operating and financial review GROUP OVERVIEW The Group's business is the operation, management and administration of restaurants, currently comprising three restaurant brands, KFC Restaurants, Sizzler Restaurants and Snag Stand joint venture outlets. At the end of the period, the Group operated 177 franchised KFC restaurants in Queensland, northern New South Wales, Western Australia and Northern Territory which compete in the Quick Service Restaurant market. The Group owns and operates 22 Sizzler restaurants in Australia, which operate in the casual dining restaurant market. It is also a franchisor of the Sizzler brand in South East Asia, with 65 franchised stores predominantly in Thailand, but also in China and Japan. Snag Stand operates five corporate owned outlets and one franchised outlet. The KFC brand is owned globally by Yum! and is one of the world's largest restaurant chains. The Group is the largest franchisee of KFC restaurants in Australia. In the casual dining market in which it operates, Sizzler competes with other casual dining concepts as well as taverns and clubs, fast food and home cooking. Sizzler is a small to modest sized market participant. Snag Stand is a small early stage company competing in the fast casual dining market. Other operators in the fast casual dining market include Grill'd Burgers and Guzman Y Gomez. GROUP FINANCIAL PERFORMANCE Key statutory financial metrics in respect of the current financial period and the prior financial period are summarised in the following table: Statutory financial metrics 8 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Total revenue ($m) Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) ($m) 2016 (1) 2015 (1) Change 574.3 571.6 0.5% 74.3 67.4 10.2% Earnings before interest and tax (EBIT) ($m) 50.8 6.8 642% Profit/(loss) before related income tax expense ($m) 42.2 (2.5) 1788% Income tax (expense) ($m) (13.1) (7.9) 65% Net profit/(loss) attributable to members (NPAT) ($m) Earnings per share (EPS) basic (cents per share) Total dividends paid/payable in relation to financial period (cents per share) (2) Net assets ($m) Net operating cash flow ($m) 29.1 (10.4) 381% 31.31 (11.14) 381% 14.0 11.5 21.7% 189.7 171.3 10.7% 49.7 49.1 1.1% (1) The financial period ended 1 May 2016 was a 52 week period whilst the financial period ended 3 May 2015 was a 53 week period. (2) Dividends paid/payable is inclusive of dividends declared since the end of the relevant reporting period. For personal use only The Group's total revenues increased by 0.5% to $574.3m mainly due to strong like-for-like sales growth and new restaurant openings across the KFC business. Excluding the additional trading week in the prior year (2015 was a 53 week year), total revenues were up by 2.4%. This increase in total revenues combined with the continued good business controls flowed through to significantly increased EBITDA for the year of $74.6m, up 10.7% on prior year and improved net operating cash flow of $49.7m, up 1.1%. Statutory EBITDA, EBIT, NPAT and EPS were impacted by significant items relating to Sizzler Australia totalling $1.6m pre-tax. Of these items, there were non-cash pre-tax impairment charges of $2.0m and a non-cash onerous lease provision of $1.3m mitigated by a cash gain on the sale of property of $1.7m. Net assets at the Balance Sheet date were $189.7m, up from $171.3m as at 3 May 2015. Net debt was $112.5m at the Balance Sheet date, down from $122.8m as at 3 May 2015. Underlying financial metrics excluding significant items which occurred in the current period are summarised as follows: Underlying financial metrics Total revenue ($m) Earnings before interest, tax, depreciation, amortisation and impairment (adjusted EBITDA) ($m) 2016 2015 Change 574.3 571.6 0.5% 74.6 67.4 10.7% Net profit attributable to members (NPAT) ($m) 30.1 24.6 22.3% Earnings per share (EPS) basic (cents) 32.3 26.4 22.3% The notable increase in the underlying financial metrics shown above is a reflection of the strong sales growth and good cost controls referred to above. These are discussed further in the review of underlying operations below. Review of underlying operations KFC RESTAURANTS There has been a good overall performance across the KFC business. Revenues in KFC were up 3.8% on the prior corresponding period to $501.6m, driven by increased restaurant numbers as well as good same store sales growth. Strong product promotions including another successful summer cricket campaign, great value offers and innovative new products and packaging all combined to drive increased traffic into our stores. More sophisticated use of social and digital media channels are keeping brand awareness and customer engagement high, and will also deliver increased value over time. KFC adjusted EBITDA was up $7.5m (+10.1%) on the previous corresponding period. Higher profit margins (+92bps) were achieved due to continued improvements in labour productivity and other efficiency measures which mitigated the impact of increases in key input costs, principally labour rates, and the ongoing challenge of a very competitive trading environment. In order to keep the brand awareness and perception high, KFC invested circa $30m in new restaurants, refurbishment and systems capital. This supports ongoing growth as it keeps the restaurants looking contemporary and inviting for our customers and enables KFC to meet its restaurant refurbishment obligations with Yum! SIZZLER RESTAURANTS Sizzler franchise operations in Asia contributed an increase of $0.4m to this result over the prior corresponding period driven by increased royalty revenue. During the period, there was one restaurant closed in Japan. There were six new restaurant openings in the period, five of which were in Thailand and one in Japan. SNAG STAND The focus of the joint venture management team has been on continuing the development and refinement of the Snag Stand concept. During the period, a new Snag Stand was opened at Pacific Fair, Gold Coast that incorporated new brand elements which reflect the latest thinking on the revised brand positioning. The Stand opened well and has been trading well since its opening. 9 | The retail conditions in the casual dining space remain highly competitive. With the brand no longer considered core to strategic growth of the Group, no growth capital was allocated to this part of the business. During the year, four restaurants were closed in Australia. On an underlying basis, Sizzler EBITDA was up $0.8m (18.8%) on the previous corresponding period, due in part to excellent ongoing focus on cost management, enabling margins to be held despite the declining sales. COLLINS FOODS LIMITED ANNUAL REPORT 2016 Revenues in Sizzler were down 17.9% on the prior corresponding period to $72.6m, with same store sales in Australia declining 11.4%. Directors' Report Strategy and future performance For personal use only GROUP The medium term strategy is to consolidate the KFC New South Wales and Victoria acquisition announced on 19 May 2016, continue to further build economies of scale and grow the Group's returns to enhance shareholder value. This could be through further KFC expansion opportunities in other states and territories or the acquisition or development of other operations in the retail food and restaurant industry sector. KFC RESTAURANTS KFC expects the retail environment to remain competitive with more moderate sales growth and upward pressure on input costs continuing, making it challenging to maintain existing margins. Future focus will be top line growth through strong product offerings and enhanced in-store customer experience, and opening of new stores in conjunction with disciplined cost control driving improved returns. SIZZLER RESTAURANTS Sales trends in Sizzler Australia are expected to remain challenging, with same store sales growth in negative territory. However with disciplined cost control we expect to mitigate the impact of this decline on profitability. The Sizzler Australia business continues to be managed as no longer core to strategic growth in Australia. No further growth capital was invested in this business. The ongoing performance of the business continues to be closely monitored and appropriate action will be taken as and when necessary. In relation to its Asian operations, Sizzler's strategy is to continue to expand the number of franchised site locations with up to six new restaurants anticipated to be opened during the next financial year. SNAG STAND 10 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Our investment in the start-up company Snag Stand provides an opportunity to invest in an innovative concept in the fast casual dining sector. The Snag Stand Group has been focused on improving operational performance in existing outlets as well as developing a pipeline for growth. The business operating model is being further refined with a focus on brand development, new store growth and operations efficiency. MATERIAL RISKS The material risks faced by the Group that have the potential to have an effect on the financial prospects of the Group, disclosed above, and how the Group manages these risks, include: Reduction in consumer demand - given our reliance on consumer discretionary spending, adverse changes to the general economic landscape in Australia or consumer sentiment for our products could impact our financial results. We address this risk through keeping abreast of economic and consumer data/research, innovative product development, broadening of the menu offering (i.e. to include grilled product offerings) and brand building; Supply chain disruption - disruption to the supply chain could impact on our ability to operate restaurants. We address this risk through use of multiple suppliers where possible with a diverse geographic base with multiple distribution routes; Negative change to relationship with Yum! - given our obligations to Yum! through our Master Franchise Agreement and Facilities Action Deed, a negative change in the relationship could impact significantly our ability to open planned new stores, manage the cost of new store builds and refurbishments, and implement other growth and operational changes. We address this risk through maintaining a close working relationship with Yum!, having our team members sit on relevant KFC advisory groups and committees and monitoring compliance with obligations; Safety - given we employ people to run and operate restaurants that provide food products to the public, a health or safety incident in our operations or health incident of a supplier or involving the input products we use, could impact our financial results. We address this risk through robust internal food safety and sanitation practices and occupational health and safety practices, audit programs, customer complaint processes, supplier partner selection protocols and communication policy and protocols; Failure of growth drivers - given that a number of growth drivers continue to be at development stage, failure of these drivers to produce expected results could impact our financial performance. We address this risk through having an experienced management team, robust project management processes involving trials and staged rollouts and regular strategic reviews; and Margin risk - given the highly competitive environment of the industry and high reliance on labour, produce, food and energy inputs, increases in the costs of these inputs could impact our financial results. We address this risk through brand building initiatives, keeping abreast of legislative changes, maintaining long term supplier relationships, group supply arrangements with Yum!, productivity and service flow initiatives, flexibility of operations and open communication with labour unions. DIVIDENDS For personal use only Dividends paid to members during the financial period were as follows: Cents per share Total amount $000 Franked/ Unfranked Date of payment Final ordinary dividend for the financial period ended 3 May 2015 6.5 6,045 Franked 23 July 2015 Interim ordinary dividend for the financial period ended 18 October 2015 6.0 5,580 Franked 23 December 2015 12.5 11,625 Total In addition to the above dividends, since the end of the financial period, the Directors of the Company have declared the payment of a fully franked final dividend of 8.0 cents per ordinary share ($7.4m) to be paid on 13 July 2016 (refer to Note B4 of the Financial Report). SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the financial period under review. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD On 19 May 2016 the Group entered into a binding agreement to acquire 13 KFC restaurants located around the New South Wales and Victorian border. The details of this agreement are referred to in Note I1 Subsequent Events, of the Consolidated Financial Statements. On 15 June 2016 the Group acquired the remaining 50% share of Snag Holdings Pty Ltd for a nominal sum to take full ownership. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Group will continue to pursue the increase of profitability of its major business segments during the next financial period. Additional comments on expected results of operations of the Group are included in the review of operations section of this Report. ENVIRONMENTAL REGULATIONS 11 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 The Group is subject to environmental regulation in respect of the operation of its restaurant sites. To the best of the Directors' knowledge, the Group complies with its obligations under environmental regulations and holds all licences required to undertake its business activities. Directors' Report For personal use only Information on Directors Director Experience, qualifications and directorships Special responsibilities Robert Kaye SC Robert is the Independent, Non-executive Chairman. He is also Chairman of ASX listed Spicers Limited and a Non-executive Director of ASX listed Magontec Limited and UGL Limited. Independent Non-executive Chair Graham Maxwell 12 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Kevin Perkins In 1978, Robert was admitted to legal practice and prior to this, was employed as a solicitor at Allen Allen & Hemsley Solicitors. Thereafter, he pursued his legal career at the NSW Bar and was appointed Senior Counsel in 2003, practising in commercial law. He has been extensively involved in an array of commercial matters both advisory and litigious in nature and served on a number of NSW Bar Association committees including the Professional Conduct Committee. Audit and Risk Committee Member Remuneration and Nomination Committee Member Other listed entity directorships - current or held within last three years Spicers Limited (2012 - current) Magontec Limited (2013 - current) UGL Limited (2015 - current) Graham is an experienced senior executive of corporate and franchise businesses, predominantly in fast moving consumer goods and fast foods, both in Australia and internationally. He is a commercially astute management professional with proven success in leveraging and growing businesses through their brands. Prior to his current role, Graham spent over six years working for Yum! Brands in a number of capacities. His last position with Yum! Brands was as Managing Director for KFC Southern Africa. Managing Director & CEO Other listed entity directorships - current or held within last three years None other than Collins Foods Limited. Kevin is a highly experienced executive in the Quick Service Restaurant (QSR) and casual dining segments of the Australian restaurant industry. He has had more than 31 years' experience with the Collins Foods Group, having overseen its growth both domestically and overseas over that time. Kevin is the Non-executive Chairman of Sizzler USA Acquisition, Inc. He holds approximately 55% of the common stock in Sizzler USA Acquisition, Inc. Sizzler USA Acquisition, Inc operates or franchises Sizzler restaurants across the United States and Puerto Rico. The operations of Collins Foods and Sizzler USA Acquisition, Inc are separate. Other listed entity directorships - current or held within last three years None other than Collins Foods Limited. Executive Director Experience, qualifications and directorships Special responsibilities Newman Manion Newman has over 31 years' experience in the food franchise industry, including various roles with Yum! (Franchisor of KFC) since 1982. Previously, Newman served as a Board member for KFC Japan (from 2005 to 2008), General Manager of KFC operations in Australia and New Zealand (from 1995 to 2004), Development Director of PepsiCo restaurants (including KFC) in Australia (from 1990 to 1995) and General Manager of KFC New Zealand (from 1988 to 1990). Independent Non-executive Director Most recently Newman was Vice-President, Operations for Yum!'s Asian franchise business (from 2004 until 2010). Newman was previously appointed as a Director of each of the Snag Stand group entities, however, since this business became 100% owned by Collins Foods Group, his oversight role is no longer required. Accordingly, Newman has resigned as a Director of each of the Snag Stand group entities. Remuneration and Nomination Committee Chair Audit and Risk Committee Member Other listed entity directorships - current or held within last three years None other than Collins Foods Limited. Bronwyn Morris B. Com, FCA, FAICD Bronwyn is a Chartered Accountant with over 21 years' experience in accounting, audit and corporate services. A former partner of KPMG, Bronwyn worked with that firm and its predecessor firms in Brisbane, London and the Gold Coast. For nearly 20 years, Bronwyn has been a full-time Non-executive Director and has served on the Boards of a broad range of companies, including Queensland Rail Limited, Stanwell Corporation Limited, Spotless Group Limited, QIC Limited, Gold Coast 2018 Commonwealth Games Bid Limited and Colorado Group Limited and is a former Councillor of Bond University. She currently serves as Chair of, or a member of, the Audit and Risk Committees with respect to a number of her Board roles. Bronwyn is a Director of ASX listed Watpac Limited, Royal Automobile Club of Queensland Limited (since 2008), RACQ Insurance Limited (since 2014), LGIA Super (since 2013, Chair since 2014) and Care Australia (since 2007). Independent Non-executive Director Audit and Risk Committee Chair Remuneration and Nomination Committee Member Other listed entity directorships - current or held within last three years Spotless Group Limited (2007 to 2012) Watpac Limited (2015 - current) Russell has over 35 years' experience in senior executive and consulting roles in marketing and media. He was CEO of ASX listed STW Group Limited, Australia's largest marketing communications group, from 1997 to 2006, Executive Chairman from 2006 to 2008, and Deputy Chairman (Non-executive) from 2008 to 2011. He was Chairman (Non-executive) of Collins Foods Limited from its listing in 2011 until March 2015, and has remained Executive Chairman of ASX listed Macquarie Radio Network Limited, now Macquarie Media Limited, since 2009. He is currently a Director of One Big Switch Pty Ltd (since 2012), and a Director of digital marketing company ROKT Pty Ltd (since 2016). Other listed entity directorships - current or held within last three years Macquarie Media Limited (Executive Chairman, since 2009) Independent Non-executive Director Audit and Risk Committee Member Remuneration and Nomination Committee Member COLLINS FOODS LIMITED ANNUAL REPORT 2016 Russell Tate B. Com (Econ.) 13 | For personal use only Director Directors' Report The relevant interest of each Director in the share capital issued by the Company, at the date of this report is as follows: Ordinary shares Robert Kaye SC 10,000 - - 448,389 7,340,833 103,859 For personal use only Name Graham Maxwell Kevin Perkins Performance Rights Newman Manion 20,001 - Bronwyn Morris 5,001 - 20,001 - Russell Tate COMPANY SECRETARY Frances Finucan LLB (Hons), BA (Modern Asian Studies), Grad Dip ACG, AGIA, MQLS, GAICD The Company Secretary is Frances Finucan who was appointed to the role on 17 July 2013. Frances has over 14 years' experience in legal, commercial and corporate governance working in legal, regulatory and company secretarial roles in Australia. MEETINGS OF DIRECTORS The number of meetings of the Company's Board of Directors and of each Board Committee held during the period ended 1 May 2016, and the number of meetings attended by each Director, were: FULL MEETINGS OF DIRECTORS AUDIT AND RISK COMMITTEE REMUNERATION AND NOMINATION COMMITTEE Number of meetings (1) Meetings attended Number of meetings (1) Meetings attended Number of meetings (1) Meetings attended Robert Kaye SC 10 10 7 7 5 5 Graham Maxwell 10 9** * * * * Kevin Perkins 10 10 * * * * Newman Manion 10 10 7 7 5 5 Bronwyn Morris 10 9 7 7 5 4 Russell Tate 10 9 7 4 5 5 14 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 (1) Number of meetings represents the number of meetings held during the time the Director held office or membership of a Committee during the period. * Not a member of the relevant Committee. ** Did not attend or participate due to conflict of interest. 15 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 For personal use only Directors' Report Remuneration Report For personal use only This Remuneration Report sets out remuneration information for the Group's Non-executive Directors, Executive Directors and other Key Management Personnel (KMP) in accordance with the requirements of the Corporations Act 2001 and its regulations. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. 1\t\u0007Key Management Personnel disclosed in this report KMP are those persons having authority and responsibility for planning, directing and controlling activities of the Group, including any Director of the Group. KMP of the Group for the financial period are as follows: Name Position At its 2013 Annual General Meeting, shareholders approved the introduction of the Collins Foods Limited Executive and Employee Incentive Plan (LTIP). Robert Kaye SC Independent Non-executive Chairman (appointed as Director on 7 October 2014) This report contains the following sections: 1 Key Management Personnel disclosed in this report. Graham Maxwell Managing Director & CEO (appointed as a Director on 25 March 2015) 2 Remuneration governance. Kevin Perkins Executive Director 3 \u0007 ost recent AGM - remuneration report comments M and voting. Newman Manion Independent Non-executive Director 4 Non-executive Director remuneration. Bronwyn Morris Independent Non-executive Director 5 Executive remuneration principles and strategy. Russell Tate Independent Non-executive Director 6 \u0007 emuneration structure and performance/shareholder R wealth creation. Martin Clarke CEO - KFC Nigel Williams Group Chief Financial Officer 7 Details of Key Management Personnel remuneration. 8 Key Management Personnel service agreements. 9 Details of share based compensation. Details and disclosures relating to KMPs who held office in the prior financial period have been included in this report as required. 10 \u0007Equity instruments held by Key Management Personnel. 11 Loans to Key Management Personnel. 16 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 12 Other transactions with Key Management Personnel. 2 Remuneration governance The Board has charged its Remuneration and Nomination Committee with responsibility for reviewing and monitoring key remuneration policies and practices of the Group and making recommendations to the Board. More specifically, the Committee is responsible for making recommendations to the Board on: the Group's remunerations principles, framework and policy for senior executives and Directors; remuneration levels of senior management executives and Executive Directors; the operation of incentives plans and other employee benefit programs which apply to senior executives; and remuneration for Non-executive Directors. The Remuneration and Nomination Committee operates in accordance with its Charter, a copy of which is available on the Company's website. In carrying out its responsibilities, the Committee is authorised to obtain external professional advice as it determines necessary. 4\t\u0007Non-executive Director remuneration Position 2016 $ Base fees Chair (including all Committee memberships) 180,000 Other Non-executive Directors 85,000 The remuneration for Non-executive Directors is set, taking into consideration factors including: Additional fees the level of fees paid to Board members of other publicly listed Australian companies of similar size; Audit and Risk Committee, Member Audit and Risk Committee, Chair 15,000 5,000 operational and regulatory complexity; and Remuneration and Nomination Committee, Chair 10,000 the responsibilities and workload requirements of each Board member. Remuneration and Nomination Committee, Member 5,000 Non-executive Directors' remuneration comprises the following components: Board and Committee Fees; and superannuation (compulsory contributions). Board fees are structured by having regard to the responsibilities of each position within the Board. Board Committee fees are structured to recognise the differing responsibilities and workload associated with each Committee and the additional responsibilities of each Committee Chairman. The Company's Constitution allows for additional payments to be made to Directors where extra or special services are provided. An additional payment of $30,000 was made to Newman Manion by the Group in recognition of additional responsibilities performed in relation to overseeing the Group's investment in the Snag Stand group entities. This additional payment made to Newman Manion is not in relation to his role as a Director of the Company and as such, is not additional Director's fees. Following the end of the reporting period, the Company has increased its investment in Snag Stand to 100%. As a result of the Snag Stand group entities becoming wholly owned subsidiaries of the Company, the ongoing additional responsibilities previously held by Newman Manion in relation to overseeing the Group's investment in the Snag Stand group entities have ceased. 5\t\u0007Executive remuneration principles and strategy The performance of the Group is contingent upon the calibre of its Directors and executives. The Group's remuneration framework is based upon the following key principles: a policy that enables the Company to attract and retain valued Directors and executives who create value for shareholders; motivating executives and Executive Directors to pursue long term growth and success of the Group, aligned with shareholder's interests; demonstrating a clear relationship between performance and remuneration; regard to prevailing market conditions; reflective of short term and long term performance objectives appropriate to the Company's circumstances and goals; transparency; and fairness and acceptability to shareholders. The remuneration for executives is structured, taking into consideration the following factors: Non-executive Directors do not receive any performance or incentive-based pay. However, to promote further alignment with shareholders, the Non-executive Directors are encouraged to hold shares in the Company that are purchased on marked and of their own accord. the Group's remuneration principles; Directors' shareholdings in the Company are outlined in Section 10 of this report. appropriate benchmarks and targets to reward executives for Group and individual performance. Non-executive Directors' fees and payments are reviewed annually by the Board. Non-executive Directors' fees are determined within an aggregate limit (including superannuation contributions). In accordance with the Company's Constitution, an initial limit was set by the Board on 15 July 2011 in the amount of $700,000. There were no changes made during the reporting period in relation to Non-executive Directors' fees. the level and structure of remuneration paid to executives of other publicly listed Australian companies of similar size; the position and responsibilities of each executive; and COLLINS FOODS LIMITED ANNUAL REPORT 2016 At the most recent Annual General Meeting in 2015, 96.96% of votes cast at the meeting in favour of the adoption of the Remuneration Report. The following annual fees (excluding superannuation) have applied. 17 | For personal use only 3\t\u0007Most recent AGM - Remuneration Report comments and voting Directors' Report Remuneration Report (continued) For personal use only The executive remuneration framework components and their links to performance outcomes are outlined below: Remuneration component Vehicle Purpose Link to performance Fixed remuneration Base pay and benefits including superannuation To provide competitive fixed remuneration set with reference to position and responsibilities in the context of the market Group and individual performance assessments are considered in an annual remuneration review Short Term Incentive Plan (STIP) Cash bonus payment Rewards executives for their contribution to the achievement of Group and/or divisional outcomes EBITDA targets must be met in order for bonus to be paid Long Term Incentive Plan (LTIP) (approved by shareholders at the 2013 Annual General Meeting) Awards in the form of performance rights Rewards executives for their contribution to the creation of shareholder value over the longer term Earnings per share (EPS) targets over three year period must be met in order for rights to vest The Group's aim is to reward executives with an appropriate level and mix of remuneration to attract, retain and motivate them to build long term value for the Group and its shareholders. The introduction of the LTIP has changed the remuneration mix for KMP, resulting in a proportion of an executive's target pay being at risk. The effect of the introduction of the LTIP is that a percentage of the executive's remuneration is 'at risk' and directly linked to Group performance in both the short and longer term. FIXED REMUNERATION Fixed remuneration consists of base salary, superannuation contributions and other benefits. Other benefits include non-cash benefits such as employee health insurance costs paid by the Group and car and other allowances. The Group pays fringe benefits tax on these benefits where required. Fixed remuneration for executives is reviewed annually and on promotion, and is benchmarked against market data for comparable roles in the market. There is no guaranteed increase to base pay included in any executive's contract. VARIABLE REMUNERATION Short term incentives Incentives under the Group's STIP are at risk components of remuneration for executives provided in the form of cash. The STIP entitles executives to earn an annual cash reward payment if predefined targets are achieved. The level of the incentive is set with reference to the accountabilities of the executive's role and their ability to impact Group performance. 18 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 For the Managing Director & CEO the target Short Term Incentive (STI) opportunity percentage is 50% of base salary. For other executive KMP, the average target STI opportunity percentage is approximately 50% of base salary. For the period covered by this report, the primary key performance indicator common to all participants was EBITDA. The benchmark EBITDA level at which the target STI opportunity would become payable was 101% of the annual Group budgeted EBITDA (prior to allowing for any payments under the STIP). A proportion of target incentives would become payable on a sliding scale for achievement above a minimum EBITDA level up to a maximum EBITDA level. At the minimum EBITDA level of 101% of the annual Group Budgeted EBITDA, 15% of target STI opportunity would be payable. At the maximum EBITDA level of 110% of the annual Group Budgeted EBITDA, 150% of target STI opportunity would be payable. The EBITDA benchmarks were set with reference to the annual Group Budgeted EBITDA for the year ended 1 May 2016. The Group's financial performance for the financial period ended 1 May 2016 resulted in all Executive Directors and KMP being eligible for a STI payment, refer details of KMP remuneration below. Incentive levels and performance targets are reviewed and determined annually by the Board on the advice of the Remuneration and Nomination Committee. Why was the LTIP introduced? To ensure the Group's remuneration framework is aligned with both the Group's business strategy and the long term interests of shareholders. Who participates in the LTIP? The initial participants in the plan are KMP and other select senior executives. What form are the LTIP awards? Awards are granted in the form of performance rights, which comprise rights to acquire ordinary shares in the Company for nil consideration, subject to achievement of predetermined Vesting Conditions. What quantum of awards will participants receive under the LTIP? A guiding principle for the initial grant is for awards to generally equate to 30% to 40% of a participant's target STI opportunity. When are the grants made? Performance rights are granted annually at the sole discretion of the Board, with grants of awards made as soon as practicable following the Company's Annual General Meeting. When do the performance rights vest? LTIP performance rights vest three years following the date of grant, subject to achievement of EPS targets. For the FY16 grant, performance will be tested following determination of the basic EPS for the financial period ending 28 April 2019, compared to the basic EPS for the financial period ended 1 May 2016. How is EPS measured? EPS will be measured on an absolute basis, calculating the compound growth in the Company's basic EPS attributable to ordinary equity holders of the Company over the performance period, with reference to the disclosed EPS in the Company's annual audited financial reports. The Board retains a discretion to adjust the EPS performance condition to ensure that participants are not penalised nor provided with a windfall benefit arising from matters outside of management's control that affect EPS (for example, excluding one-off non-recurrent items or the impact of significant acquisitions or disposals). What EPS targets are required for vesting of performance rights? Performance rights will vest on a proportionate basis ranging from 20% to 100% of rights granted for achievement of a minimum EPS target up to a maximum EPS target. For the grant of awards, the minimum EPS target is 6% compound annual growth rate (CAGR) and the maximum EPS target is 10% CAGR. What happens if the performance rights do not vest? To the extent that performance hurdles are not met at the end of the three year performance period, performance will not be re-tested and the rights will lapse. Change of Control If in the opinion of the Board a change of control event has occurred, or is likely to occur, the Board may declare a performance right to be free of any vesting conditions and, if so, the Company must issue or transfer shares in accordance with the LTIP rules. In exercising its discretion, the Board will consider whether measurement of the vesting conditions (on a pro-rata basis) up to the date of the change of control event is appropriate in the circumstances. COLLINS FOODS LIMITED ANNUAL REPORT 2016 LTIP SUMMARY 19 | For personal use only Long term incentives At the Company's 2013 Annual General Meeting, shareholders approved the introduction of the LTIP. A summary of the LTIP approved by shareholders appears below. Directors' Report For personal use only Remuneration Report (continued) LTIP SUMMARY 20 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Rights and restrictions of Performance Rights Performance Rights are not entitled to receive a dividend. Any Shares issued or transferred to a Participant upon vesting of Performance Rights are only entitled to dividends if they were issued on or before the relevant dividend entitlement date. The Company may impose a mandatory holding lock on the Shares or a Participant may request they be subject to a voluntary holding lock. Shares issued or transferred under the LTIP rank equally in all respects with other Shares on issue. In the event of a reconstruction of the Company (consolidation, subdivision, reduction, cancellation or return), the terms of any outstanding Performance Rights will be amended by the Board to the extent necessary to comply with the Listing Rules at the time of reconstruction. Any bonus issue of securities by way of capitalisation of profits, reserves or share capital account will confer on each Performance Right, the right: to receive on exercise or vesting of those Performance Rights, not only an allotment of one Share for each of the Performance Rights exercised or vested but also an allotment of the additional Shares and/or other securities the Employee would have received had the Employee participated in that bonus issue as a holder of Shares of a number equal to the Shares that would have been allotted to the Employee had they exercised those Incentives or the Performance Rights had vested immediately before the date of the bonus issue; and to have profits, reserves or share premium account, as the case may be, applied in paying up in full those additional Shares and/or other securities. Subject to a reconstruction or bonus issue, Performance Rights do not carry the right to participate in any new issue of securities including pro-rata issues. Performance Rights will not be quoted on ASX. The Company will apply for quotation of any Shares issued under the LTIP. The Remuneration and Nomination Committee considered alternative performance measures, including market-based measures, but after consideration of a variety of factors including the Group's business objectives, the fact the Group is not a capital intensive business and the lack of a meaningful comparator group, determined that EPS was an appropriate measure. EPS aligns with the Group's business objectives and shareholder interests, is straightforward, simple to communicate and a commonly used measure by other ASX listed companies. The appropriateness of LTI performance targets and vesting conditions will continue to be regularly reviewed by the Remuneration and Nomination Committee. In relation to the setting of performance target levels, the Remuneration and Nomination Committee took into account the current structure and operation of the STIP under which target performance levels are set at stretch levels. For personal use only 6 Remuneration structure and performance/shareholder wealth creation The Group's annual financial performance and indicators of shareholder wealth for the current financial period are listed below. 2016 2015 74.6 67.4 NPAT ($m) (1) 30.1 24.6 Dividends paid/payable in relation to financial period (cents per share) (2) 14.0 11.5 EBITDA ($m) (1) EPS basic (cents) 32.31 26.3 29.62% 22.5% 22.2% - (1) EPS basic (cents) (1) - compound growth on 2014 base EPS basic (cents) (1) - growth on 2015 base Change in share price ($) Short term incentive payments as % of target payments (3) 1.63 0.40 145% 150% (1) Represents underlying measures after adjustment for other significant items disclosed in the Group financial performance above. (2) Dividends paid/payable is inclusive of dividends declared since the end of the relevant reporting period. (3) Represents only KMP participants receiving short term incentive payments. 21 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Both the STIP and LTIP are subject to achievement of pre-determined performance measures linked to the above financial metrics. Directors' Report For personal use only Remuneration Report (continued) 7 Details of Key Management Personnel remuneration Details of remuneration received or receivable by the Directors and other KMP of the Group for the current financial period are set out in the following table. POSTEMPLOYMENT SHORT TERM EMPLOYEE BENEFITS BENEFITS 2016* Name Cash salary and fees $ LONG TERM BENEFITS Other (1) $ Superannuation $ Long service leave $ Performance Rights $ Total $ - - 17,100 - - 197,100 Cash bonus $ Non-monetary benefits $ 180,000 - Nonexecutive Directors Robert Kaye SC Russell Tate (2) 95,000 - - - - - - 95,000 Newman Manion (1) 100,000 - - 30,000 - - - 130,000 Bronwyn Morris 105,000 - - - 9,975 - - 114,975 480,000 - - 30,000 27,075 - - 537,075 638,466 487,500 12,541 - 29,167 - 344,064 1,511,738 Executive Directors Graham Maxwell Kevin Perkins (3) 253,619 - 14,244 - 16,001 7,357 78,029 369,250 892,085 487,500 26,785 - 45,168 7,357 422,093 1,880,988 297,611 238,289 14,518 - 26,162 8,199 60,736 645,515 344,846 252,404 15,182 - 18,016 - 33,113 663,561 642,457 490,693 29,700 - 44,178 8,199 93,849 1,309,076 2,014,542 978,193 56,485 30,000 116,421 15,556 515,942 3,727,139 Other executive KMP Martin Clarke Nigel Williams Total Group 22 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 * The reporting period of 3 May 2015 to 1 May 2016 is a period representing 52 weeks, compared to the comparative reporting period 28 April 2014 to 1 May 2015 representing 53 weeks. (1) Other short term employee benefits relate to consulting fees paid in relation to overseeing the Group's investment in the Snag Stand group entities. Following the end of the reporting period, the Company has increased its investment in Snag Stand to 100%. As a result of the Snag Stand group entities becoming wholly owned subsidiaries of the Company, the ongoing additional responsibilities previously held by Newman Manion in relation to his oversight of the Group's investment in the Snag Stand group entities have ceased. (2) Remuneration is/was paid to a corporate entity under a Consulting Agreement with the Company for the provision of his services as a Non-executive Director. (3) Kevin Perkins remains actively involved as an Executive Director overseeing the Sizzler Asia business. POSTEMPLOYMENT SHORT TERM EMPLOYEE BENEFITS BENEFITS 2015* Other (1) $ Long service leave $ Performance Rights $ Total $ - - 5,722 - - 69,414 - - - - - - 166,154 100,000 - - 30,000 - - - 130,000 107,019 - - - 9,935 - - 116,954 Cash bonus $ Non-monetary benefits $ 63,692 - Russell Tate (2) (3) 166,154 Newman Manion (1) (3) Bronwyn Morris Name LONG TERM BENEFITS Superannuation $ Cash salary and fees $ Nonexecutive Directors Robert Kaye SC (2) Stephen Copulos (3) (6) 38,571 - - - - - - 38,571 475,436 - - 30,000 15,657 - - 521,093 592,032 483,904 12,510 - 36,111 - 195,374 1,319,931 427,339 362,414 13,200 - 72,276 12,685 46,818 934,732 1,019,371 846,318 25,710 - 108,387 12,685 242,192 2,254,663 292,674 274,592 12,951 - 33,191 32,777 26,507 672,692 Executive Directors Graham Maxwell (4) Kevin Perkins (5) Martin Clarke John Hands Total Group * (1) (2) (3) (4) (5) (6) 303,601 156,303 9,690 - 24,732 5,975 16,728 517,029 596,275 430,895 22,641 - 57,923 38,752 43,235 1,189,721 2,091,082 1,277,213 48,351 30,000 181,967 51,437 285,427 3,965,477 The reporting period of 28 April 2014 to 3 May 2015 is a period representing 53 weeks, compared to the comparative reporting period 29 April 2013 to 27 April 2014 representing 52 weeks. Other short term employee benefits relate to consulting fees paid in relation to overseeing the Group's investment in the Snag Stand group entities. Russell Tate retired as Chairman and Robert Kaye SC assumed the role of Independent Non-executive Chairman with effect from 25 March 2015. Mr Tate continues as an Independent Non-executive Director and member of the Audit and Risk Committee, and Remuneration and Nomination Committee. Remuneration is/was paid to a corporate entity under a Consulting Agreement with the Company for the provision of his services as a Non-executive Director. Remuneration paid to Graham Maxwell reflects his role as Group CFO and Chief Operating Officer for the period 28 April 2014 to 28 September 2014 and his role as Managing Director & CEO for the period 29 September 2014 to 3 May 2015. Remuneration paid to Kevin Perkins reflects his role as Managing Director & CEO for the period 28 April 2014 to 28 September 2014 and his role as Executive Director for the period 29 September 2014 to 3 May 2015. Remuneration was paid to Stephen Copulos until the date of his resignation as a Director of the Company on 1 October 2014. COLLINS FOODS LIMITED ANNUAL REPORT 2016 Other executive KMP 23 | For personal use only Details of remuneration received or receivable by the Directors and other KMP of the Group for the previous financial period are set out in the following table. Directors' Report For personal use only Remuneration Report (continued) 8 Key Management Personnel service agreements Key details of the service agreements of Graham Maxwell, Managing Director & CEO, and Kevin Perkins, Executive Director are as follows: agreement has effect and executive's employment under their respective service agreement will continue until terminated in accordance with the agreement (12 months' notice is required by either party or payment in lieu of notice in the case of the Company for Graham Maxwell, and three months' notice is required by either party or payment in lieu of notice in the case of the Company for Kevin Perkins); and includes a restraint of trade period of 12 months for both Graham Maxwell and Kevin Perkins, excluding Sizzler, USA in the case of Kevin Perkins. Key details of service agreements of any other person who was a KMP of the Group during the period are set out below. No agreements provide for any termination payments, other than payment in lieu of notice. MINIMUM NOTICE PERIOD (MONTHS) Name Position Contract duration Termination by Executive Termination by Group (1) Martin Clarke Chief Executive Officer - KFC Ongoing 1 3 Nigel Williams Group Chief Financial Officer Ongoing 3 3 (1) Provision is also made for the Group to be able to terminate these agreements on three months' notice in certain circumstances of serious ill health or incapacity of the executive. 9 Details of share based compensation PERFORMANCE RIGHTS For each Performance Right included in the tables on pages 22 and 23, the percentage of the available Performance Right that was paid, or that vested, the reporting period, and the percentage that was forfeited because the person did not meet the service and performance criteria, is set out below. The minimum value of the Performance Rights yet to vest is nil, as the Performance Rights will be forfeited if the KMP fail to satisfy the vesting conditions (see pages 19 and 20). The maximum value of the Performance Rights yet to vest has been determined as the amount of the grant date fair value of the Performance Rights that is yet to be expensed. NAME Kevin Perkins 24 | COLLINS FOODS LIMITED ANNUAL REPORT 2016 Graham Maxwell Martin Clarke Nigel Williams CURRENT YEAR LTI ENTITLEMENT PERFORMANCE RIGHTS No. granted Value per share $ Vested % Vested number Forfeited Financial years in which rights may vest 1.50