Directors' report

Your directors submit their report on Sydney Dance Company (the "Company") for the year ended 31 December 2020.

DIRECTORS

The names of Company's directors in office during the financial year and their qualifications and expertise are set out below. Directors were in office for this entire period, unless otherwise stated.

Brett Clegg, GAICD, BBus MCom (Advanced Finance) Chair, appointed 23 March 2015

Mr Clegg was appointed Chair on 12 August 2019. Mr Clegg is an adviser to chief executives and boards, specialising in strategic communications, issues management, innovation and capital markets transactions. His career has spanned professional services, investment banking, publishing and the technology sectors. Mr Clegg is an ambassador for the Australian Indigenous Education Foundation, a former Director of HiPages, Group and a former Council Member of the University of Technology Sydney. His expertise relates to corporate strategy, media and technology, finance, fundraising and corporate contacts.

Pamela Bartlett, appointed 31 August 2012

Ms Bartlett was a founding member of The Marmalade Foundation, operating and funding Lou’s Place, a safe place for women. With over 20 years corporate experience with American Express, her expertise is in the areas of operational management, customer service, quality assurance, marketing and fundraising. Ms Bartlett chairs the Philanthropy Sub-Committee.

David Baxby, MAICD, BCom, BLaw (Hons), appointed 12 August 2019

Mr Baxby is an active investor across a range of companies in Australia and New Zealand and for the prior 3 years was the Managing Director of the Industrials division of Wesfarmers Limited. Prior to this, Mr Baxby held a number of commercial and leadership roles within the Virgin Group, the last being Global Co- CEO. David also served as President and CEO of Global Blue, the international shopping transaction processing business. His past Directorships include Virgin Australia, Frontier Digital Holdings, Virgin Atlantic Ltd, Virgin Holidays Ltd, Virgin America Inc and Air Asia X. Mr Baxby was a Partner and Executive Director of Goldman Sachs in both London and Sydney. Mr Baxby’s expertise is in the areas of operational management, finance, strategic management and corporate contacts. Mr Baxby currently sits on the Council of Bond University.

Jillian Broadbent AC, BA (Maths & Economics), appointed 15 March 2018

Ms Broadbent serves on the board of Macquarie Group Limited and the National Portrait Gallery and has recently completed an 11-year term as Chancellor of the University of Wollongong and 9 years on the Board of Woolworths Limited. She was 15 years on the board of the Reserve Bank of Australia, the inaugural Chair of the Clean Energy Finance Corporation and has served as Chair of the board of Swiss Re Life and Health Australia Limited. Ms Broadbent has expertise in the areas of finance, strategic management and corporate governance.

David Friedlander, BCom/LLB, Master of Laws, appointed 14 October 2019

Mr Friedlander is a Partner and Head of Public M&A at King Wood & Mallesons. Mr Friedlander is a Panel Member of Adara Partners and Chairman of the Public Education Foundation. He is also a member of the New York State Bar Association – International and Business Law Section, the Law Council – Corporations Committee, the International Bar Association and a

Lecturer in Takeovers and Hybrid Securities at the University of Sydney. He was previously a member of the Australian Takeovers Panel. Mr Friedlander has expertise in law, capital markets transactions, board governance, and corporate networks.

Mark Hassell, appointed 31 January 2017

Mr Hassell is a Partner at KPMG Australia in the Customer, Brand and Marketing, Management Consulting Practice. Prior to this Mr Hassell was Group Executive/Chief Customer Officer at Virgin Australia airlines leading the Customer and Brand transformation from the low-cost Virgin Blue airlines. Mr Hassell has previously held several senior management positions in his field at British Airways and Qantas including Global Head of Customer Experience at British Airways based in London. As well as the experience he brings to the Board, Mr Hassell also chairs the Marketing and Commercial Activities Sub-Committee. Mr Hassell was recently appointed a Trustee of the NSW Museum of Applied Arts & Science (Powerhouse).

Sandra McCullagh, GAICD, MBA, BA (Computer Science), BSc (Computer Science and Maths), appointed 12 August 2019

Ms McCullagh is a Trustee of QSuper, the $100bn superannuation fund, Ms McCullagh is also a member of the Queensland Government’s Climate Advisory Council and is on the Management Committee of the Investor Group on Climate Change. She is the Principal and Director of About Energy, a consulting firm in the areas of energy, environment, social and governance issues. Ms McCullagh was previously both a Director - Equities Research, and Head of Environmental, Social & Governance Equities Research at Credit Suisse, and has held senior positions at several energy companies. Ms McCullagh’s expertise is in the areas of finance, strategy and corporate governance.

Catriona Mordant AM, appointed 22 November 2016

Ms Mordant is a foundation Board Member of the Museum of Contemporary Art Australia, a Member of the International Council of the Tate in London and a Member of the advisory board of Venetian Heritage in Venice. Ms Mordant has expertise in fundraising, strategic management and corporate contacts.

Paris Neilson, BA, MMS, appointed 12 August 2019

Ms Neilson is a Trustee of the Neilson Foundation which supports a range of organisations that assist disadvantaged individuals and communities as well as arts organisations across the sector. She has experience in the arts sector through her time setting up and managing Sydney’s White Rabbit Gallery, and various board and committee positions she has held with such companies as the Biennale of Sydney.

Emma-Jane Newton, MAICD, BCom (Hons), appointed 30 April 2018

Ms Newton is a Managing Director in the Investment Banking Division of Morgan Stanley and was previously an Executive Director at Telstra in senior finance roles. Prior to joining Telstra she was a Managing Director at Credit Suisse. Ms Newton has expertise in finance, strategy, and corporate development. Ms Newton has chaired the Audit and Risk Committee since June 2019.

Chrissy Sharp, BA hons, appointed 5 December 2016

Ms Sharp is the CEO of the Sydney Writers’ Festival and was previously Acting Executive Director (maternity cover) at Sydney Dance Company in 2016. Ms Sharp was previously Chair of the Dance Board of the Australia Council for the Arts, the inaugural Director of Melbourne’s Wheeler Centre for Books, Writing and Ideas, General Manager of Sadler’s Wells theatres in London, General Manager of the Sydney Festival and Head of Policy at SBS. Ms Sharp has expertise in arts management, strategic analysis and government relations.

Carla Zampatti AC, appointed 22 October 2012

Ms Zampatti was the Executive Chair of Carla Zampatti Pty Ltd and a Board Member of the European Australian Business Council. Ms Zampatti was previously Chair of SBS Corporation, a Trustee of the Art Gallery of NSW and a Director of Australian Multicultural Foundation, MCA Foundation, UTS V-C’s Industry Advisory Board, Westfield Holdings, McDonalds and the Sydney Theatre Company Foundation. In 2004, the Italian government appointed Ms Zampatti Commendatore (Commander) in the Order of Merit of the Italian Republic. She received awards for her work in Australian fashion and design, including the Australian Fashion Laureate in 2008. Ms Zampatti passed away on April 3 2021.

Board Meetings

The number of meetings of directors held during the year and the number of meetings attended by each Director were as follows;

Board Meetings

Eligible Attended

Brett Clegg

Pam Bartlett

David Baxby

Jillian Broadbent AC

David Friedlander

Mark Hassell

Sandra McCullagh

Catriona Mordant AM

Paris Neilson

Emma-Jane Newton

Chrissy Sharp

Carla Zampatti AC 8

8

8

8

8

8

8

8

8

8

8

8 8

7

7

6

8

8

8

6

6

8

8

6

PRINCIPAL ACTIVITIES

The principal activities during the year were as follows: ▪ Production and presentation of dance performances in Australia ▪ Promotion and the study of dance ▪ Commercial activities to provide financial support for the above, including daily dance classes, school holiday workshops and dance studio hire ▪ Fundraising to support production, promotion and presentation of dance performances in Australia The COVID-19 pandemic limited some of these activities during the year with live performances severely curtailed and no international touring taking place.

SIGNIFICANT EVENTS AFTER YEAR END

The COVID pandemic continues to create volatility and an uncertain operating environment in 2021. Theatre capacity restrictions have recently been lifted and frequent and changing state border closures continue to make planning challenging. Sydney Dance Company had been in receipt of JobKeeper payments since the program commenced and these ceased on March 28th, 2021 at the conclusion of the program.

The Company re-commenced operations at its renewed home at the Wharf as part of the Walsh Bay Arts Precinct in early 2021. The return to the Wharf has created operational changes and will increase the operating cost base for the Company, noting that revenue opportunities will increase over time, but are still being hampered by Government restrictions relating to the management of the COVID pandemic.

On April 3 2021 Board Director Carla Zampatti passed away.

OBJECTIVES and RESULTS

2020 began with Sydney Dance Company operating out of temporary accommodation in three locations as work continued on the renovation of its Walsh Bay head office and studios. This was completed in the last quarter of 2020 and the Company received the keys to begin fitout during November 2020 with operations commencing in early January 2021.

In March 2020, the COVID-19 outbreak was declared a pandemic, resulting in the closure of the studios and the cancellation of 74 performances including two international tours and a national tour. Sydney Dance Company offered refunds and credits for all ticket holders for cancelled performances; some patrons chose to donate the cost of their ticket. The pandemic also disrupted Sydney Dance Company’s capacity to raise funds through public events. The Federal Government’s Jobkeeper program was an essential element in maintaining the viability of the Company during the pandemic and we thank the Federal Government for that support. We also thank the NSW Government for the support they have provided to Sydney Dance Company during this difficult year Sydney Dance Company reacted quickly and established an online dance class offering within a week of the shutdown being announced. This dance class offering, Virtual Studio, along with remote delivery of education and training programs allowed Sydney Dance Company to continue to earn some revenue over the course of 2020. Sydney Dance Company redeployed its full-time dancer ensemble into online commercial teaching over this time and at the height of the pandemic was delivering 120 classes per week via Zoom.

Over the course of 2020, Sydney Dance Company reached in excess of 75,000 people via an online dance class or online education program, face to face classes resumed with restricted numbers on the 17th June 2020 under a strict COVID-safe plan and dancers returned to rehearsal gradually over the course of July and August.

Over the course of 2020 Sydney Dance Company produced 11 short films all of which were based on new choreographic works. Cuatro, a series of 4 short films, was produced in collaboration with the Sydney Symphony Orchestra, created, rehearsed filmed and released while in lockdown conditions.

Dance Locale was a series of 5 short films, filmed in outdoor locations around Sydney and Wagga Wagga, created with the Department of Planning, Infrastructure and the Environment to launch their inaugural Festival of Place. All were released for free via the internet. To date these films have had 210,000 views.

Two further film projects, Habituate and Sue Healy’s Circumstance 2020 were created with the PPY student cohort

Sydney Dance Company was able to deliver one performance season, New Breed, at Carriageworks in December 2020 under limited theatre seating capacity restraints. PPY20 Revealed, the graduation program for Sydney Dance Company’s advanced training program was also delivered in December 2020.

Across 2020 Sydney Dance Company employed 150 staff and contractors, with 68% of them being artists or production workers. A full-time ensemble of 17 dancers was maintained and 82 staff accessed JobKeeper payments, including 36 casual teaching staff. All Executives and fulltime staff operated on reduced salaries for 6 months of the year from April-September.

Sydney Dance Company has recorded an operating surplus of $1,063,192 for 2020 and an overall result of $2,246,197, inclusive of Capital Campaign contributions, noting it is currently raising funds to support its commitments and expenses relating to the revitalisation of its home at Walsh Bay. These commitments include a Tenant Work Contribution payable to the NSW Government over the next 10 years.

Total income for the period was $11,268,662. This is made up of operational income of $7,912,007, infrastructure related income of $1,183,005 from donations for the Capital Campaign and JobKeeper income of $2,173,650.

Expenses for the year total $9,022,465. This consists of operational expenses of $6,563,854, including the expenditure of JobKeeper support on wages of $2,173,650 and infrastructure project related expenses of $284,961.

The commencement of the lease at Walsh Bay had a significant effect on the Company’s Balance sheet and P&L at reporting date and will continue in future years due to the accounting required under “AASB 16 Leases”.

The surplus for the year ended December 31 2020 was $2,246,197 (2019: $825,139).

MEMBERS GUARANTEE

The Company is a public company limited by guarantee that is incorporated and domiciled in Australia. If the Company is wound up, its Constitution states that each member is required to contribute a maximum of $100 each towards meeting any outstanding obligations of the Company, a total of $1,500 as at 31 December 2020

At 31 December 2020, the number of members was 15 (2019: 15 members).

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

Since the end of the previous financial year, the Company has not indemnified or made a relevant agreement for indemnifying against a liability of any person who is or has been an officer or auditor of the Company.

Since the end of the previous financial year, the Company has paid premiums in respect of directors’ and officers’ liability and legal expenses insurance contracts. These insurance contracts insure against liability (subject to specific exclusions) for persons who are or have been directors or officers of the Company.

The Directors have not included details of the nature of the liabilities covered nor the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses’ insurance contracts, as such disclosure is prohibited under the terms of the contract.

INDEMNIFICATION OF AUDITOR

To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young (Australia), as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young (Australia) during or since the financial year.

AUDITOR’S INDEPENDENCE

The directors received an independence declaration from the auditor of Sydney Dance Company. A copy has been included in this report. Signed in accordance with a resolution of the directors.

Brett Clegg Chair

Sydney, 27 April 2021