Australian Ethical Investment
Annual Report 2014

Plain-text annual report

Australian Ethical Investment Limited Annual and Sustainability Report 2014 Contents About this report .................................................................................................................................2 Managing Director’s Review ...............................................................................................................4 Message from Stuart Palmer, Head of Ethics ....................................................................................7 Financial and Investment Performance .............................................................................................8 Community Grants ...........................................................................................................................12 About Australian Ethical ..................................................................................................................12 What is ethical investment? .............................................................................................................17 Responsible Investment at Australian Ethical .................................................................................18 Stakeholder Engagement .................................................................................................................24 Sustainability impacts – getting involved .........................................................................................30 Understanding the Carbon Footprint of our Portfolios ....................................................................34 Working at Australian Ethical ............................................................................................................35 Organisational ethics and integrity ...................................................................................................40 Volunteering and sponsorships ........................................................................................................41 Awards ..............................................................................................................................................42 Our environmental impact ................................................................................................................42 Consolidated Financial Report ........................................................................................................44 Directors’ Report ..............................................................................................................................45 Remuneration Report 2014 ..............................................................................................................54 Independent Auditor’s Report .........................................................................................................66 Independent Auditor’s Declaration ..................................................................................................68 Corporate Governance Statement 2014 ........................................................................................101 GRI Content Index ..........................................................................................................................108 Assurance Statement .....................................................................................................................118 1800 021 227 | australianethical.com.au 1 australianethical About this report Australian Ethical’s Annual and Sustainability Report 2014 is the company’s 13th report aligned with the Global Reporting Initiative’s (GRI) sustainability reporting framework. It outlines the sustainability, financial, corporate and governance activities for the period 1st July 2013 to 30th June 2014. The report covers these activities for Australian Ethical Investment Ltd, and its wholly owned subsidiary Australian Ethical Superannuation Pty Ltd, (referred to as ‘Australian Ethical’). The report has been prepared using the GRI’s guidelines for the G4 ‘In Accordance – Comprehensive’ level of reporting. It is the first combined Annual and Sustainability Report for Australian Ethical. A moderate level of assurance over limited data sets has been conducted. Reporting on material issues The GRI framework identifies three principles for defining report content: stakeholder inclusiveness, sustainability context, and materiality. We believe that the methodology that we have used to determine the material issues for Australian Ethical adheres to these principles. Our discussion throughout the report on the sustainability context of our business impacts reflects that we understand the broader impacts of our activities on our members, shareholders, employees, and the world around us. The overarching topics most material to Australian Ethical are: • Responsible Investment • Investors • Employees • Corporate Governance In defining the key material topics for Australian Ethical for FY2014, a materiality assessment was conducted using the following methodology: 1. A list of 40 potentially relevant topics was compiled from: – Stakeholder engagement activities that occurred throughout the year – A review of 23 global Financial Services Sector G4 reports – Topics identified in the 2013 benchmarking study undertaken by the GRI: ‘Sustainability Topics for Sectors: What do stakeholders want to know’, – Australian Ethical’s 2013 Sustainability Report, and – Australian Ethical’s three year business strategy 2. Six senior management staff were interviewed and asked to prioritise each of these topics in a materiality matrix 3. Responses were collated and averaged to provide a ranking for each topic 4. Australian Ethical’s Managing Director & CEO validated these topics Identified topics were mapped against the GRI’s ‘Aspects’ using the standard framework in conjunction with the Financial Services Sector Supplement. G4-17, G4-28, G4-32, G4-33 2 The final material GRI Aspects identified for reporting and their relation to the key topics were: Responsible Investment Investors Employees Corporate Governance Employment Labour/Management Relations* Labour Practices Grievance Mechanisms* Training and Education* Diversity and Equal Opportunity* Equal Remuneration for Women and Men* Non-discrimination* (Addressed in General Standard Disclosures) Customer Privacy* Product Portfolio Active Ownership Compliance Investment* Audit* Economic Performance* Supplier Environmental Assessment* Supplier Assessment for Labour Practices* Supplier Human Rights Assessment* Supplier Assessment for Impacts on Society* Product and Service Labelling * New for the FY2014 report. Although some of these aspects have been addressed in previous reports, they have not been identified and reported on as formal GRI disclosures. The boundary (internal and/or external to Australian Ethical) for each identified aspect is described in the GRI Content Index. We value your feedback on the contents of this report. Should you wish to discuss any topics outlined in this report, contact Tom May, General Counsel and Company Secretary, Australian Ethical Investment Limited, on 02 6201 1953. G4-18, G4-19, G4-23, G4-31 1800 021 227 | australianethical.com.au 3 australianethical Managing Director’s Review The past year has been an extremely successful one with every aspect of the business performing above expectation. Our new client intake and net fund inflows are well above forecast and industry averages, our investment performance has beaten mainstream benchmarks, our people are highly engaged and our operations continue to improve their efficiency. As a result we are almost at $1 billion in funds under management, our profits are strong and our share price has doubled in the past 12 months. External Environment During the year, there were three key issues in the external environment that impacted our business: • Market sentiment General market sentiment has improved over the past twelve months with markets increasing leading to increased funds under management and improved industry inflows. Over the year, the ASX Small Industrials Index increased by 13.1%, the MSCI Global Climate Index increased by 23.8% and the UBS Composite Bond index increased by 6.1%. • Fossil fuel divestment The campaign globally to encourage companies, institutions and investment funds to divest their fossil fuel exposed assets has steadily increased. We have actively supported this campaign and we remain the least fossil fuel exposed investment manager and superannuation fund in Australia. We have therefore benefited from the increased awareness amongst the investing public. • Regulatory change The regulatory regime in Australia continues to evolve. The superannuation landscape in particular will only become more stringent with the commencement on 1 July 2014 of the new Prudential Standards. We have invested in our risk and compliance resources to meet the increased requirements. Financial performance Our profits for the financial year to 30 June 2014 have shown a significant improvement over the previous year which was, in turn, a significant improvement on the year before. This result has been despite a steady reduction in fees, over the past few years, to ensure we remain competitive. This reduction in fees, at the same time as improving our profits, has only been possible due to initiatives undertaken over the past few years to reduce our costs and become a far more efficient organisation. Fee reductions On 30 June this year we reduced administration fees on our superannuation fund from 1.544% to 0.934%, a reduction of 42%. This was in recognition of the fact that our fees were out of step with comparable products and was aimed at passing some of the benefits of recent growth to our members. Investment Performance We've strengthened the quality of our investment team and processes in order to deliver on our mission of strong performance with best practice ethics. The performance of our funds continues to be strong over the long term with most having performed in line with or above the median fund in their relevant Mercer surveys. Our Larger Companies Trust was ranked in the top quartile performance across 1, 3, 5, 7 and 10 years for all retail and wholesale All Growth Funds. Since inception the Trust has returned on average 8.1% each year (net of fees). The long term performance of our flagship Smaller Companies Trust remains well above benchmark returning 9.7% per annum (net of fees) for the last 10 years versus the Small Industrial Index of 5.5% per annum, ranking it 6th in the Australian Equity (All Caps) Mercer Investment Survey. 4 Ethical leadership Sales and marketing This year, we have cemented our position as the leader in ethical investment in Australia. We maintain the highest ethical conviction in our investment selections as well as taking strong stands in encouraging more ethical behavior in the corporate and broader community. Appointment of a Head of Ethics We asserted our commitment to ethical leadership with the appointment of Dr Stuart Palmer as Head of Ethics and Corporate Advocacy. Previously Head of The Practice at St James Ethics Centre, Stuart has also been a partner in a law firm and worked in investment banking. His professional experience has given Stuart a strong background in the practical application of ethics, as well as commercial and market experience and the critical thinking required for his role at Australian Ethical. Advocacy initiatives A key focus for Australian Ethical is to influence behaviour in others through our engagement and advocacy activities with the companies we invest in including activities such as, engaging with Santos on CSG, advocating against Lend Lease’s involvement in the Abbot Point coal terminal, and divesting from Petratherm. We are engaging with the 'big four' Australian banks about improving their disclosure and governance in lending to the fossil fuel sector. We are participating in a global project involving major domestic and international institutional investors and lenders to develop global guidelines for the reporting of the greenhouse gas emissions intensity of lending and investment activities. Recognition of our industry leadership During the year we earned certification as a registered B Corporation. B Corporations – also known as benefit corporations – are a growing global movement dedicated to using the power of business to solve social and environmental problems. We are also actively involved with the United Nations Principles of Responsible Investment (UNPRI) through industry working groups. This year we became the only Australian company to voluntarily have our self-certification to the principles independently assured. Our sales and marketing initiatives have been extremely successful with dramatic results in both new clients and net inflows. Investment in online engagement provides an extremely effective and efficient means of building awareness and communicating with the ethically conscious investment community. Platforms such as our website and social media pages as well as Good Money magazine are used not just for one way communication. They are a highly interactive means of engaging with our community. The ability to communicate through networks provides a low-cost means of building awareness of Australian Ethical’s activities. • Increase in followers and engagement Our 'followers' on Facebook, LinkedIn and Twitter increased tenfold. Facebook followers increased from about 2,500 to 25,000 over the 12 months providing increased 'reach' and access to the market. Our 'engagement' levels – those talking about the brand as a percentage of total 'likes' – also remain extremely high by industry standards. • Increase in client sign-ups Our new individual client sign-ups averaged 400 per month compared to 160 per month for the previous year. Super fund membership grew by 18.8% for the year compared to an industry average of -0.1%. We also tripled the rate of new super employer clients signing up to use the super fund during the year. Purchase of Ethical Investor As part of our digital content strategy, we recently purchased Ethical Investor. The publication has been a respected source of industry news and information for over 10 years. We have refreshed the website and newsletter, increased engagement with subscribers and built the subscriber base. Having a non-branded or semi-branded channel for content is an emerging marketing strategy that has been implemented successfully by a number of leading financial services companies. 1800 021 227 | australianethical.com.au 5 australianethical Employee Engagement Operational improvements We made numerous improvements to our operations as a result of 'Superstream' regulatory changes which are aimed at streamlining the efficiency of the industry. As a result we have improved the process of receiving employer contributions and all rollover requests are now processed within three days. During this period, we consolidated our operations into our Sydney office. Over the past few years the business has gradually evolved to be primarily based in Sydney in order to access the appropriately skilled and qualified employees and to be connected with clients, investee companies and intermediaries. In the coming financial year, we will continue our work in providing investors with a clear ethical alternative to traditional funds. This year we engaged the independent firm Aon Hewitt to conduct our employee engagement survey and to provide an engagement score for the first time, benchmarking us against organisations in Australia and New Zealand. This allows us to compare our levels of engagement with industry peers. We were pleased to receive a top quartile score of 78 compared to an average 'best employer' score of 82. Product improvements MySuper approval On 16 September 2013 we received approval from APRA to offer a MySuper product. This authorisation allows us to accept employer super contributions where the employee has not made a choice of funds. This is a key aspect within our strategy to be the default super fund of choice for ethical employers, for example, for B Corps and NGOs. Launch of Ethical Fixed Interest Trust In December we launched the Fixed Interest Trust. The Trust offers investors an opportunity to generate income from a portfolio of ethical diversified interest-bearing investments. It is the first ethically screened managed fund available to Australian retail investors that invests in longer term bonds. Phil Vernon Managing Director and CEO G4-1 6 Message from Stuart Palmer, Head of Ethics As an ethical investor and superannuation fund, Australian Ethical cares both about the social and environmental impact of its investment choices, as well as the ways in which our members can achieve financial security from investing in sustainable businesses and avoiding unsustainable ones. In pursuing solutions to key risks to our world, we work both with existing institutions as well as social and environmental activists seeking to shape new institutions By engaging with companies and also by collaborating with individuals and organisations throughout society, ranging from institutional investors to charities and NGOs, we can make a significant difference to the environmental and social impacts of companies identifying opportunities for companies to grow their positive impacts and mitigate their negative ones. We aim to influence the behaviour not only of the companies we invest in, but also other companies as well as governments, other investors and consumers. Like so many, we have had a strong focus this year on the massive challenges of global warming. By our own investment choices as well as through our engagement and advocacy activities, we have worked to increase the allocation of investment capital to the renewables and energy efficiency sectors. We have continued to review our fossil fuel exclusions on an ongoing basis to take account of research and analysis by the International Panel on Climate Change, the International Energy Agency and other thought leaders in this area. Engaging with the banking sector, we have aimed to shape a more aware and proactive approach to climate risk in the major bank’s lending and investment activities, as well as influencing banks’ engagement with their own business customers about their carbon risks, opportunities and impacts. We believe that our work contributes to a more ethical approach to lending and investment activities in the future. G4-2 Dr Stuart Palmer, Australian Ethical's new Head of Ethics and Corporate Advocacy A continued focus for Australian Ethical has been the investigation of the water and fugitive emissions risks of coal seam gas, looking at both local and overseas research and experience. In the coming year, we will elevate our engagement in the gas sector to encourage increased monitoring and reporting of water and emissions impacts, and the adoption of best technology and practices to minimise these impacts. We have also maintained our focus on a broad range of social and environmental concerns raised by the Australian Ethical Charter, including human rights and human flourishing, animal welfare, biodiversity and natural capital, food security, gambling and tobacco, issues that are central to organisational strategy and ethics. Our vision remains a future where all investing (and other) choices are active and considered choices which, instead of being driven by a narrow range of habitual and short term metrics, genuinely take account of all the things which matter to the person or organisation exercising their power of choice. 1800 021 227 | australianethical.com.au 7 australianethical Financial and Investment Performance As an investment management company charged with managing the wealth of individuals, we have a responsibility to ensure that competitive returns are achieved each year through our ethical investment activities. All activities are undertaken with reference to the Australian Ethical Charter, which provides us with guidance on how we make our investment decisions. In addition to ensuring that our customers receive competitive returns, our Community Grants program ensures that a percentage of our shareholder profits are used to further community projects that benefit the society and environment in which we live. Australian Ethical’s profits for the financial year to 30 June 2014, increased by 139% over the previous year due to a number of factors, including a strong increase in new business and flows, improved market conditions, improved brand awareness and a continued focus on cost management. Improving the competitiveness and commerciality of our business and products over the past few years has also contributed to this significant growth and has allowed us to pass these financial benefits to our clients. Smaller, Larger, International and Cash investment options exceeded their benchmarks for the year. All managed funds have first or second quartile performance against competitors over the past year. The Smaller Companies Fund is ranked third against competitors over seven years with the Larger Companies ranked first over three years. For Super Investment options, the Smaller Companies options exceeded its benchmark for the year. All other investment options are tracking towards their target returns. Financial Summary Profit After Tax ($m) 1.0 1.1 1.1 0.4 Return on Equity (%) 29.9 2.5 15.0 15.2 12.5 5.8 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 FY2014 Highlights • 139% profit increase • Net inflows of $90.7m • 18.6% increase in return on equity • Market capitalisation of $36,270,561 • 25.3% increase in FUM Funds Under Management ($m) 654 599 669 708 887 2010 2011 2012 2013 2014 G4-DMA Economic Performance, G4-9, G4-FS6 Funds under Management by Investment ($m) Managed Funds $300m Super $587m 8 Basic Earnings Per Share ($) Superannuation 2.49 Investment Option Funds under management ($m) 33.4 9.6 228.2 93.0 21.8 146.4 8.9 4.2 3.8 18.9 3.1 7.1 0.6 2.00 1.03 1.13 1.05 0.40 2010 2011 2012 2013 2014 Revenue ($m) Accumulation Defensive Conservative Balanced Growth Advocacy 19.9 Smaller companies 14.1 15.7 14.8 16.4 2010 2011 2012 2013 2014 International Pension Defensive Conservative Balanced Growth Managed Funds Trust Funds under management ($m) Smaller companies International Dividends Paid ($) Balanced Trust Smaller Companies Trust - Retail Smaller Companies Trust - Wholesale Larger Companies Trust - Retail Larger Companies Trust - Wholesale Fixed Interest Trust – Retail Fixed Interest Trust – Wholesale Cash Trust International Equities Trust Property Fund Advocacy Fund - Retail Advocacy Fund - Wholesale 83.8 91.6 37.7 32.8 29.5 0.2 1.1 8.2 6.9 0.2 4.7 1.8 2.00 Special Ordinary 1.70 Special Ordinary 0.60 0.85 2010 2011 2012 2013 2014 Economic Performance Summary Direct economic value generated Revenue Economic value distributed Operating costs Employee wages and benefits Payment to providers of capital Payment to government Community investments Total economic value distributed Economic value retained $m 19.6 (9.2) (5.9) (1.3) (1.5) (0.5) (18.4) 1.2 G4-9, G4-EC1 1800 021 227 | australianethical.com.au 9 australianethical Investment performance Super (accumulation) returns Defensive Conservative Balanced Growth Advocacy Smaller Companies International shares Managed fund returns Balanced Trust Smaller Companies Trust - Retail Smaller Companies Trust - Wholesale Larger Companies Trust - Retail Larger Companies Trust - Wholesale Fixed Interest Trust – Retail Fixed Interest Trust – Wholesale Cash Trust International Equities Trust Property Fund Advocacy Fund - Retail Advocacy Fund - Wholesale Calculating Returns Total returns are calculated: 1 year 3 years (pa) 5 years (pa) 10 years (pa) 2.6% 3.7% 8.8% 10.3% 16.5% 10.7% 15.7% 3.0% 4.0% 7.6% 9.0% 11.5% 10.5% 8.9% 3.5% n/a 5.8% 5.9% n/a 8.9% 4.3% 3.7% n/a 4.6% 5.0% n/a 8.9% n/a 1 year 3 years (pa) 5 years (pa) 10 years (pa) 13.3% 16.5% 18.1% 20.5% 22.2% 5.4% n/a 3.4% 25.8% (0.1%) 21.4% 23.2% 9.1% 11.0% n/a 13.1% n/a n/a n/a 4.1% 10.9% 0.2% 12.6% n/a 7.0% 9.6% n/a 8.6% n/a n/a n/a 4.5% 5.4% 3.0% n/a n/a 5.2% 9.7% n/a 6.3% n/a n/a n/a 4.6% n/a n/a n/a n/a • Net investment returns are calculated using exit prices • Net investment returns have been calculated using prescribed standard methods and assumptions, and take in to account administration and investment fees, taxes and other costs • The standard calculations are based on a member with an account balance of $50,000, which will not be relevant to all members • The standard calculations do not allow, for example, for the effect of contributions to your account, insurance fees or various other matters Further information on returns can be found in our legal disclaimer at www.australianethical.com.au/legal-disclaimer G4-9 10 Comparative performance A survey of managed funds published by consulting firm Mercer, in 2014, consolidated our position as a strong player amongst wealth management companies. This sustained growth in our business has allowed us to have greater influence over the companies that we invest in through investment and advocacy activities that aim to influence the way that they do business. Managed Funds Performance vs Peers Fund Balanced Smaller Companies Smaller Companies B Larger Companies Larger Companies B Advocacy Advocacy B International Equities Cash 1 Yr 3 Yrs 5 Yrs 7 Yrs 10 Yrs 2nd Qtr Percentile 17 of 49 2nd Qtr Percentile 42 of 103 2nd Qtr Percentile 63 of 176 1st Qtr Percentile 2 of 103 1st Qtr Percentile 3 of 103 1st Qtr Percentile 1 of 103 1st Qtr Percentile 1 of 103 1st Qtr Percentile 3 of 81 2nd Qtr Percentile 10 of 36 3rd Qtr Percentile 25 of 43 1st Qtr Percentile 19 of 100 N/A of 155 1st Qtr Percentile 1 of 100 N/A of 100 1st Qtr Percentile 6 of 100 N/A of 100 4th Qtr Percentile 66 of 74 1st Qtr Percentile 3 of 23 4th Qtr Percentile 27 of 30 3rd Qtr Percentile 42 of 79 N/A of 138 1st Qtr Percentile 11 of 23 1st Qtr Percentile 3 of 68 N/A of 120 2nd Qtr Percentile 15 of 21 1st Qtr Percentile 6 of 50 N/A of 80 1st Qtr Percentile 12 of 79 1st Qtr Percentile 5 of 68 1st Qtr Percentile 4 of 50 N/A of 79 N/A of 79 N/A of 79 N/A of 68 N/A of 68 N/A of 68 4th Qtr Percentile 55 of 56 1st Qtr Percentile 4 of 21 3rd Qtr Percentile 41 of 46 1st Qtr Percentile 5 of 18 N/A of 50 N/A of 50 N/A of 50 N/A of 29 1st Qtr Percentile 5 of 14 • 1st Qtr Percentile: Top 1% - 25% of peer group • 2nd Qtr Percentile: In range of 25% to 50% of peer group • 3rd Qtr Percentile: In range of 50% to 75% of peer group • 4th Qtr Percentile: In range of 75% to 100% of peer group G4-9 1800 021 227 | australianethical.com.au 11 australianethical Community Grants The greater our profits at Australian Ethical, the more we can contribute to our Community Grants program. Our Constitution states that before a dividend can be declared, 10% of annual profits (before staff bonus) must be donated to non- profit, charitable, benevolent and conservation organisations. This activity is just one of the ways that we contribute to a positive and sustainable society and we have one of the highest levels of corporate giving in Australia based on percentage of profits. Grants are made from the shareholder profits of Australian Ethical Investment Ltd, and not from the returns of our investment products, signifying a commitment by our shareholders to forego a portion of their return. Our 2014 Community Grants program has been delayed for six months in order to give applicants absolute certainty over the level of funding that will be available. Recipients will be announced by the end of 2014. Based on our profit, grants of $302,300 will be paid in FY15, bringing our total amount donated over the past 13 years to almost $1.8 million. Grants declared for FY13 and paid in FY14 were $117,291 and divided amongst 11 organisations. About Australian Ethical Australian Ethical is a publicly listed funds management company offering superannuation, pensions, and managed funds products and is one of only a handful of funds management companies in Australia that specialises in ethical only investments. Australian Ethical actively seeks out high quality investments that are positive for society and the environment and avoids investments in harmful activities. Since pioneering ethical investment in Australia in 1986, Australian Ethical has grown to manage investments and superannuation on behalf of approximately 17,500 responsible investors. Our headquarters, along with our primary operations, are located in Sydney, and we have a satellite office in Canberra. Australian Ethical takes a leadership approach to ethical investing, and actively advocates businesses, both investee and non-investee companies, to modify their business practices to align with principles of the Australian Ethical Charter. We pursue a unique combination of ethical and financial objectives when selecting investments, including containment of investment risk; achieving a financial return commensurate with any risk taken; avoiding investment in activities that are socially or environmentally detrimental, and, investing in profitable activities that bring social or environmental benefits. G4-3, G4-5, G4-9, G4-DMA Product Portfolio 12 Our Company Structure Audit, Compliance & Risk Committee Australian Ethical Investment Ltd (Responsible Entity) Wholly-owned Subsidiary Australian Ethical Superannuation Pty Ltd Investment Committee People Remuneration & Nominations Committee Senior Management Team Ethical Advisory Group Audit, Compliance & Risk Committee G4-7 Our Business Model We aim to be a broad based ethical wealth manager providing investment, superannuation, and insurance to clients wishing to save and invest for their retirement, to do so in a positive and ethical way and to participate in having a positive impact to create a better world. Through growth, we will further our purpose by touching more clients, having a greater voice and having larger funds under management, and hence, a greater ability to bring about change. Individuals Advisors Employers Institutions Ethics & Financial Wellbeing Positive Social & Environmental Impact Superannuation Investments Pensions 1800 021 227 | australianethical.com.au 13 australianethical CLIENTSSERVICES Our product range is designed to make ethical investment an option for everyone. Super For individuals and employers. Pensions Managed Funds For retirees and people transitioning to retirement. For individuals, self-managed super funds and organisations. Changes to fee structures and products Fees on all Australian Ethical products are reviewed regularly against competitors and internal factors to ensure that we offer value for money. A number of changes have been made to our fee structure to make our products more competitive and to bring them in line with market best practice. All products now have a fixed Indirect Cost Ratio (ICR), and, as a result, investors and members only pay the fee displayed in the Product Disclosure Statement, with no additional expense recoveries. Our Wholesale Smaller Companies Trust and Larger Companies Trust fees are 0.95% pa, one of the lowest wholesale fees available for ethical managed funds, and there are no upfront fees from direct investment. To further provide members with better value, from 30 June, 2014, the following changes to fees have taken place: • Administration fees on our Superannuation fund were reduced by 0.61% (from 1.544% to 0.934%) • Fees on our MySuper product were reduced from 2.49% to 1.848% (based on a $50,000 member). G4-4 Fixed Interest Trust product launch Australian Ethical’s Fixed Interest Trust, launched in December 2013, is the only ethically managed fixed interest fund available in Australia. Investments in the Trust are reviewed against our Charter in the same way as all other funds. The Trust provides investors with low to medium level risk exposures in primarily Australian fixed interest securities, to generate income with some capital growth potential over the medium to long term. MySuper In line with the Government’s introduction of MySuper products, Australian Ethical Super has been authorised to offer a MySuper product, meaning that that we are now one of the superannuation funds that employers can choose as a default option in which to pay employee super. MySuper gives employees access to default, low cost superannuation that provides standard product features, such as default insurance. From 1 January 2014, employers were obligated to pay Superannuation Guarantee (SG) contributions to a MySuper product for employees that have not made an investment choice. 14 Our supply chain Our memberships Australian Ethical’s primary supply chain inputs include various outsourced functions. Within the tendering process, all new material outsourced service providers are subject to positive and negative screening to determine alignment with the Australian Ethical Charter. During the reporting year, the primary changes in our major outsourced service providers were Metlife and bringing in- house the management of risk and compliance services, previously performed by Professional Financial Solutions (PFS). The downstream impacts of our business are the ethically screened products and services that we provide to our investors, of which 99.997% are screened via our Charter, which include assessment against labour, environmental, and human rights performance, amongst others. As at 30th June 2014, we owned $23,784 in unscreened investments which were held for the purposes of corporate advocacy. During the reporting year, Petratherm was the only divestment from our portfolio. The divestment was due to the potential negative future impacts of their intention to begin oil and gas exploration activities in Tasmania. Australian Ethical actively participates in industry associations to highlight the importance of ethical investment, including the Association of Superannuation funds of Australia (ASFA) and the Financial Services Council (FSC). We are active members of the Carbon Disclosure Project – Climate Change group, the Investor Group on Climate Change (IGCC)–Australia/ New Zealand, and the United Nations Principles for Responsible Investment (UNPRI). Australian Ethical is a founding member of the Responsible Investment Association of Australasia (RIAA) and the Association for Sustainable and Responsible Investment in Asia (ASrIA). “It is core to our ethos to care about all of our stakeholders (people, planet, shareholders and clients) and that is the key to a successful business. We have been on a journey over the past few years of steadily improving the competitiveness and commerciality of our business and products. Our significant growth over the past year has allowed us to take another step toward passing some of those improvements onto our clients.” Phil Vernon, Managing Director & CEO. Upstream Inputs Downstream Impacts Link-administrator of Australian Ethical super fund National Australia Bank – custodial services, banking facilities and lending facilities Boardroom Pty Ltd – unit fund and share registry KPMG – external audit CAER – ethical consultants Metlife – insurance to super fund members Australian Ethical Group Investee Companies Ethically screened superannuation, pensions and managed funds products G4-12, G4-15, G4-16, G4-EN32, G4-EN33, G4-LA14, G4HR1, G4-HR10, G4-FS11, G4-S09 Investor/ Member 1800 021 227 | australianethical.com.au 15 australianethical B Corporation certification Super Fund geographical distribution 2% 4% 9% New South Wales Northern Territory Queensland 33% 33% South Australia Tasmania Victoria 6% 5% 11% 2% Western Australia Other A.C.T. • Our customer engagement stands at more than 30% – six times the industry average • 83% of Funds under Management is from direct investors. Managed Fund geographical distribution 1% 1% 4% 6% 7% 12% 31% New South Wales 32% A.C.T. Victoria Queensland South Australia 6% Western Australia Tasmania Northern Territory Unknown Region During the reporting year, Australian Ethical became the first publicly listed company in Australia to achieve B-Corp status (Benefit Corporation). Certified B Corporations are certified by the non-profit B Lab to meet rigorous standards of social and environmental performance, accountability, and transparency. We are now part of a growing global movement dedicated to using the power of business to solve social and environmental problems. The B Corp movement aligns with all elements of the Australian Ethical Charter. We believe that the movement of money can make a positive impact in the world, and that the investment industry in particular has substantial power which should be channelled in the right direction. If every company, large or small, operated in a similar way, many of the world’s challenges would be solved. Our client profile Australian Ethical clients number approximately 17,500 and represent a growing portion of Australians that want to be certain that their choice of investment and superannuation funds will not only make a difference to their own future, but also takes into account the broader Number of Ethical Number of Ethical environmental and social impacts of businesses within their portfolio. Accounts Held Accounts Held Number of ethical accounts held 5,515 5,515 17,663 17,663 Superannuation Superannuation Managed Funds Managed Funds • 24.8% of customers have their money in both super and managed funds. G4-8, G4-16, G4-F6 16 What is ethical investment? Ethical investment takes account of the impacts of investment choices on the world, as well as the financial implications of those choices. So an ethical investor will consider their values and principles alongside their financial objectives when investigating potential investments. They will look at the social and environmental impacts of companies as well as their financial performance and prospects. While many ethical funds apply one or two ethical investment methods, Australian Ethical adopts three approaches to identify and encourage positive investments: • Negative screening – Avoiding investment in industries which have a negative impact on society and the environment. • Positive screening – Proactive search for investments that contribute positively to society and the environment. • Corporate engagement – Dialogue with companies for the purpose of raising issues of concern and advocating positive change to company practices. Responsible Investment Association Australasia’s (RIAA) report ‘Responsible Investment Benchmark Report’ has predicted an increase in public demand for responsible investments, based upon a 2.3% increase in the 2013 calendar year. Average Managed Fund Peformance against Average Ethical Fund 12 10 8 6 4 2 0 Average Fund Return Average Ethical Fund Return Australian Shares International Shares Multi-Sector Growth Source: Responsible Investing Association of Australasia, 2014. 10 year per annum returns to 31 December, 2013. 1800 021 227 | australianethical.com.au 17 australianethical Responsible Investment at Australian Ethical Responsible Investment at Australian Ethical OUR ETHICS Highest ethical standards supported by the Australian Ethical Charter OUR INVESTMENT APPROACH Rigorous ethical assessment, deep financial analysis with small cap expertise OUR IMPACT Change agent through advocating for positive corporate and industry behaviour We envisage a world where every decision made has a positive impact on the global community. We believe in the transformative power of capital to achieve a socially just and sustainable future for all. Australian Ethical’s investments are selected and managed in alignment with the Australian Ethical Charter, which provides the screening process that we use to select companies to invest in. The Charter provides guidance to us to ensure that the companies that we choose to invest in contribute to a just and sustainable society, protect the natural environment, and provide a competitive financial return to investors. The precautionary principle is applied throughout the assessment of companies in accordance with the Charter, however, there are differences between the way we would assess a newer activity like CSG extraction compared to an older activity like conventional gas extraction as the newer activity bears a greater burden of proving that it is safe. Our new Head of Ethics manages the firm’s corporate advocacy and engagement, and works with the Ethical Advisory Group, CAER consultants and the investment team to ensure that the Charter is applied transparently and consistently in a complex, changing world. Our ethics • We will always act with integrity and honesty and maintain the highest ethical standards. We will never compromise our ethics and will always act and invest in accordance with the Australian Ethical Charter Our investment approach • At the heart of what we do is a commitment to the financial wellbeing of our clients and investors. We believe that aligning ethics and financial decisions provides competitive long term returns and improves quality of life for all Our impact • We are driven by positive social and environmental purpose and will be a strong advocate for corporate and industry behaviour change. We believe our actions will empower others to behave in a way that enhances the wellbeing of everyone on the planet G4-14, G4-DMA Supplier Environmental Assessment, G4-DMA Supplier Assessment for Labour Practices, G4-DMA Investment, G4-DMA Supplier Human Rights Assessment, G4-DMA Supplier Assessment for Impacts or Society 18 Australian Ethical Charter Our Charter uses positive and negative screening and focuses on three broad themes: Sustainable Growth, Environment, and Social Impact. The majority of Australian Ethical’s portfolios are subject to regular positive and negative screening based upon its alignment with the Ethical Charter. Australian Ethical shall seek out investments which provide for and support: Australian Ethical shall avoid any investment which is considered to unnecessarily: a. the development of workers' participation in the ownership and control of their work organisations and places i. pollute land, air or water b. the production of high quality and properly ii. destroy or waste non-recurring resources presented products and services c. the development of locally based ventures iii. extract, create, produce, manufacture, or market materials, products, goods or services which have a harmful effect on humans, non- human animals or the environment d. the development of appropriate iv. market, promote or advertise, products or technological systems services in a misleading or deceitful manner e. the amelioration of wasteful or v. create markets by the promotion or advertising polluting practices of unwanted products or services f. the development of sustainable land use and food production g. the preservation of endangered eco-systems vi. acquire land or commodities primarily for the purpose of speculative gain vii. create, encourage or perpetuate militarism or engage in the manufacture of armaments h. activities which contribute to human happiness, viii. entice people into financial over-commitment dignity and education i. the dignity and wellbeing of non-human animals ix. exploit people through the payment j. the efficient use of human waste of low wages or the provision of poor working conditions x. discriminate by way of race, religion or sex in employment, marketing, or advertising practices k. the alleviation of poverty in all its forms xi. contribute to the inhibition of human rights generally l. the development and preservation of appropriate human buildings and landscape Disclosure and Transparency The issue of disclosure and transparency in the investment and superannuation industry is becoming increasingly visible. Investors are ‘ethics savvy’, and question whether their money is being invested in companies that are truly aligned with their ethical values, including in the investee company’s supply chain. A difficulty for investors, is that although funds currently do not legally have to disclose which companies they invest in, they are allowed to label their funds as ‘Ethical’, ‘Responsible’ or ‘Sustainable’ without putting their funds or business through any official certification process. G4-15 Australian Ethical is one of the few fund managers that voluntarily discloses all investments. We believe it is important that investors know where their money is invested and what activities it is funding. As with most active managers, Australian Ethical continually monitors its investments to ensure that each one will continue to provide superior and sustainable returns. However, unlike most managers, we also rigorously monitor and engage with our investee companies to make sure that their ethical standards are maintained. 1800 021 227 | australianethical.com.au 19 australianethical Responsible marketing All of our investment and superannuation fund products are accompanied by a product disclosure statement, and any changes to our products are communicated to our investors and members. Our Risk & Compliance Manager develops, implements and monitors compliance processes which are monitored by the Audit and Compliance Committee. The Board approves all new products, including product disclosure statements. Various aspects of the compliance system are externally audited and reports are provided to ASIC and APRA. Regulations and codes underpinning the labelling of Australian Ethical products include the Corporations Act (2001), the Superannuation Industry (Supervision) Act (1993) and the Financial Services Council (FSC) Standards. Australian Ethical is committed to protecting the privacy of customer’s personal information in accordance with the Privacy Act 1988 (Cth). Our Privacy Policy at www.australianethical.com.au/privacy-policy details how we collect, hold, use, disclose and keep customer’s personal information secure. Our investments Australian Ethical invests in companies to promote positive change. The vast majority of companies in which we invest in have passed a rigorous positive and negative screening process and directly align with the Australian Ethical Charter. We understand that if we were to not undergo this process, we would not be supporting our client’s desire to invest their money in ethical businesses, and our reputation as a leader in ethical investment would be challenged. For advocacy purposes, we acquire a nominal holding of shares in companies that are not screened. 24.1% 23.5% Investments by sector 30% 25% 20% 15% 10% 5% 0% 5% 0% 0% C onsu m er Discretionary C onsu m er Staples Energy Financials H ealth C are Investments by Geographical Region Investments by geographical region *Note: Australian Ethical does not invest in the Consumer Staples or Energy sectors. 12.6% 11.7% 9.4% 7.3% Industrials Inform ation Technology 4.1% 1.9% M aterials m unication Services Property Trusts Teleco m 0.4% Utilities U nlisted E quities 5.9% 5.7% 88.4% North America Pacific Rim Western Europe Note: • North America investments are from the United States and Canada • Pacific Rim investments are from Australia, Japan, Malaysia and New Zealand • Western Europe investments are from Denmark, Finland, France, Germany, Netherlands, Norway, Spain, Sweden, Switzerland and the United Kingdom G4-DMA Product and Service Labelling, G4-PR3, G4-DMA Customer Privacy, G4-DMA Compliance 20 Our ethical investment framework Our Ethical Investment Framework Ideas generation Ethical research using sources such as: Financial analysis (cid:127) Look out for market trends on ethical companies or sectors (cid:127) Obtain expert opinion from industry groups and academic institutions (cid:127) Gauge market reaction with regards to government intervention or support, consumer preferences and market barriers. Ethical research using sources such as: (cid:127) the media (cid:127) government information (cid:127) NGO information, and (cid:127) specialist journals. Ethical merits assessed using positive and negative screening, as set out by our Ethical Charter. Assessment of investment based on cash flow, profitability, balance sheets, management, products and markets. Information used for analysis are from sources such as: (cid:127) company releases and reports (cid:127) industry networks (cid:127) publications (cid:127) journal articles, and (cid:127) broker research. Continue investment Continual monitoring of investment Approval of investment Divestment Reviews conducted: (cid:127) Portfolios and limits are reviewed by the Chief Investment Officer on a regular basis (cid:127) Discussions with companies prior to and after an event (cid:127) Head of Ethics conducts regular reviews. Chief Investment Officer makes a decision to approve or reject companies based on the ethical and financial analyses. If approved, an investment limit is established for that company. Rejection of investment 1800 021 227 | australianethical.com.au 21 australianethical Voting for change Corporate governance and the exercise of voting rights are an important aspect of any investment decision process. As a signatory to the United Nations sponsored Principles for Responsible Investment (UNPRI) Australian Ethical is committed to being an ‘active owner’ as defined by Principle 2: ‘We will be active owners and incorporate ESG issues into our ownership policies and practices’, by voting on shareholder issues and participating in collective engagement activities. In some cases, we may have the potential to influence corporate governance and policy by the exercise of voting rights. The principle outlines possible actions to achieve active ownership such as: • Develop and disclose an active ownership policy consistent with the Principles • Exercise voting rights or monitor compliance with voting policy (if outsourced) • Develop an engagement capability (either directly or through outsourcing) • Participate in the development of policy, regulation, and standard setting (such as promoting and protecting shareholder rights) • File shareholder resolutions consistent with long-term ESG considerations • Engage with companies on ESG issues • Participate in collaborative engagement initiatives • Ask investment managers to undertake and report on ESG-related engagement We also have an Advocacy Fund that invests in some companies that are not screened against the Charter. Our Advocacy Fund aims to invest in these companies so that we can use our rights as a shareholder to raise ethical issues and make a difference. For the period 1 July 2013 to 30 June 2014 a total of 1,120 resolutions were voted, covering both domestic and international stocks: Number voted for Number voted against Number abstained Total Resolutions Australian Ethical Smaller Companies Trust Australian Ethical Larger Companies Trust Australian Ethical International Equities Trust Advocacy Fund Total Domestic stocks ASX listed companies International companies 234 267 510 59 1070 560 510 19 5 23 3 50 27 23 0 0 0 0 0 0 0 254 272 534 62 1122 588 533 Of the 1,120 resolutions voted on across the four Trusts, 50 were voted ‘Against’ and we did not ‘Abstain’ from voting any resolutions. The negative votes related to the appointment of directors, re-election of directors, and remuneration issues (director fees and the issue of options or shares to directors and CEOs). All information regarding our Proxy Voting activities can be accessed at: australianethical.com.au/corporate-governance G4-DMA Active Ownership 22 Who we invest in Interface First Solar Turning plastic pollution into carpets Nine thousand kilos of discarded fi shing nets have been collected for recycling into carpet tiles by Interface. This has drastically transformed littered beaches along the Danajon Bank in the Philippines and provided an income for the developing communities who live there. Building Australia’s largest Solar PV Plant Work has started on the Nyngan Solar Plant in NSW – the largest of its kind in the Southern Hemisphere. Once completed by First Solar (and partner AGL who we do not invest in), the plant will produce enough electricity to power more than 33,000 NSW homes and to reduce greenhouse gas pollution by more than 203,000 tonnes every year. Stratasys/ Peppermint Energy Delivering innovative energy technologies to those who need it most Stratasys, have partnered with Peppermint Energy to help build a portable solar generator using its 3D Printer technology. The project provides clean, renewable energy to the developing world. Described as a solar plant in a suitcase, the FORTY2 draws enough energy from the sun to power lights, laptops — even a fridge. They most recently provided Typhon Haiyan survivors with solar power enabling them to transport lifesaving medicines to rural areas. Vestas Universal Biosensors SunPower Producing renewable energy 4.5 Billion Blood-glucose tests conducted by sufferers of diabetes each year, with Universal Biosensors self-testing technology. In 2013, Vacon’s wind turbine components helped produce approximately 22 TWh of renewable energy, up from 20TWh in 2012. This corresponds to the annual electricity consumption of approximately 5 million households in Europe or approximately nine hours of the world’s entire annual electrical energy production according to IEA estimates. Providing affordable solar lighting for sub-Saharan Africa The ‘Little Sun’ solar lamp, built using Sunpower’s solar panels is being used to provide clear, affordable energy to places currently dependent on costly and toxic kerosene lighting in sub- Saharan Africa. A list of all of Australian Ethical’s investee companies can be found at www.australianethical.com.au/who-we-invest-in 1800 021 227 | australianethical.com.au 23 australianethical Stakeholder Engagement Underpinning our engagement with internal and external stakeholders is the desire to drive ethical change and maximise customer value and experience. Critical to effective stakeholder engagement is our commitment to maintaining our position of leadership amongst ethical, sustainable and responsible investment managers. With this as a core principle, we can encourage investee companies to continue to operate in a manner that aligns with the principles of the Ethical Charter. Australian Ethical’s key stakeholder groups and the ways that we engaged in FY2014 are: Stakeholder group Engagement method What we heard Our clients Superannuation members and managed fund investors Social media, including Facebook and Twitter through a combination of ethical and financial posts Our followers care about environmental and political issues, as well as (to a lesser extent) social justice issues. They are not as engaged by financial literacy issues. How Australian Ethical will address these topics? One of our aims is to bring financial literacy material to the fore and make super a more frequently considered product. Proactive phone calls to new joiners and high balance members through phone and email communication These members are very positive regarding our ethics We will continue regular communication with the groups and address topical issues Employers (that select Australian Ethical as their recommended superannuation fund) Financial Advisors Information sessions with employer groups through regular phone communication and one on one visits Phone and face to face meetings, presentations from investment team Creation of superannuation fact sheets* We will continue to conduct more education and induction sessions Employees of these groups want to know more about what their super is supporting Whilst there is growing public demand for ethical investment products, more education is required for advisers to fully understand the benefits of these products We will continue to educate on a one on one basis and secure places at adviser personal development days to gain greater traction Our world Companies that we invest in Email/phone call/ meeting as part of an annual review or review of company changes as part of ongoing monitoring with a key focus this year on animal welfare Some companies respond accordingly, whereas others do not Australian Ethical will continue to proactively review and follow up with investee companies regarding alignment with topics in the Australian Ethical Charter 24 Stakeholder group Engagement method What we heard Our shareholders Shareholders Annual General Meeting Deliver strong financial return that also has a positive social and environmental impact across all activities Our people Australian Ethical employees Employee survey, face to face business updates from the Managing Director, written updates from the Managing Director, lunch time business series sessions and team building days Positive response to business sessions and regular communications. Positive feedback in employee survey on some areas of the business, and room for improvement identified in other areas. *Identified as a target in FY2013, but not achieved during the reporting year How Australian Ethical will address these topics? We will continue to deliver strong financial returns through our ethical investments and increasing our client base We will run employee focus groups and engage employees to contribute to how we can address areas identified for improvement. G4-24, G4-25, G4-26, G4-27 1800 021 227 | australianethical.com.au 25 australianethical Driving Ethical Change Australian Ethical communicates with both investee and non-investee companies. Every investment or potential investment is subject to regular monitoring and review to ensure ongoing compliance with the Australian Ethical Charter, which defines the characteristics of the investment universe for managed funds. There are three stages to our engagement process with investee and non-investee companies: • Enquiry – occurs as an annual review or a review of company changes as part of ongoing monitoring. The objective is to review a list of questions that test alignment with the Australian Ethical Charter, based upon a regular check and any other news that has come to light • Engagement – occurs when there might be cause for concern that one or more of the elements of the Charter are not being addressed. The objective is to explore identified areas of non-alignment or potential non-alignment with the Charter • Advocacy – involves addressing the issues that do not align with an element/s of the Charter. The objective is to encourage the investee or non-investee company to modify their business practices to achieve alignment with the Charter. The engagement process is shaped by our Industry Sector Frameworks, and our Charter Issues Frameworks, which have been developed to assist us in the efficient and consistent interpretation of the Australian Ethical Charter. Industry Sector Framework – Overview Industry sector frameworks Focus on positive, few negatives Strong positive Company report – makes a recommendation Company report – makes a recommendation Mild positive Note company and nature of activities Yes Examine nature of business. Where relevant, apply Charter Issues Framework Ideas generation Matrix/Research identifies Charter positives? Industry Sector Frameworks determine whether or not companies within that sector are likely to meet the objectives of the Charter No Matrix and/or research identifies serious negatives or absence of Charter positives Avoid/ Neutral The Charter Issues frameworks considers elements of the Charter that are applied to a range of different sectors. We currently have issues frameworks that address: • Animal testing • Human rights • Military issues and • Genetically modified organisms. 26 In the next reporting year, we will finalise our formal review and updating of industry frameworks for the following sectors: • Information technology ad • Telecommunications. • Consumer discretionary • Consumer staples • Energy and energy utilities • Financials • Industrials We will also review elements of the Charter Principles. During the reporting year, Australian Ethical undertook 17 new engagements, 11 (65%) with investee companies, and six (35%) engagements with non-investee companies. Engagements covered by the environmental and social parameters of the Charter: Environmental Social Harm to animals and the environment Poor working practices Amelioration of wasteful and polluting practices Supply chain Manufacture of armaments Encouragement of militarism Harm to humans Market in a misleading way Human rights We also undertook engagements with investee and non-investee companies on various issues including military involvement and sustainable land use and food production. As an example of the depth of conversation around these topics, company engagements on military issues included determining which products were specially made for the military, their military applications, and the revenue generated from sales to the military. Engagements on poor working conditions included talking to companies about safety and the steps they have taken to improve the safety of employees and contractors. G4-FS10, G4-FS11 1800 021 227 | australianethical.com.au 27 australianethical Case study: Innate Immunotherapeutics Australian Ethical supports investment in companies involved in healthcare. Investing in biotech supports our ethical philosophy as the emerging therapies we take an interest in are for the treatment of serious conditions with few medical options available. The biotech sector lends itself to meeting multiple aspects of our Australian Ethical Charter, such as ‘activities which contribute to happiness, dignity and education’. Innate Immunotherapeutics is developing a drug to treat Secondary Progressive Multiple Sclerosis. Early clinical data suggests the drug may reverse some of the disabilities that patients have recently acquired. Given that multiple sclerosis effects between two and two and a half million people worldwide, and causes significant visual, motor and sensory problems, a drug to alleviate suffering caused by the disease which currently has no cure, could be significant. While there is a natural attraction to the healthcare sector for the ethical investor, there are also issues that need to be considered when looking at potential investments. There are clearly some activities which are going to have greater attractions than others – these are generally characterised by the number of people who are benefited by the activity, the degree of suffering that is relieved by the activity, and whether or not the company has a direct or an indirect involvement in the provision of the service. These are the positive screens. Australian Ethical’s screening process Before Australian Ethical could commit to investing in the company, a series of negative screens was also applied. The company is exposed to ethical concerns as it has engaged in animal testing as part of its product development. The company also has a joint venture in the bio- defence industry which is currently dormant and not generating any revenue. With the application of our Healthcare Sector and Animal Testing frameworks, Australian Ethical rated Innate Immunotherapeutics as follows: • Strong positive for the provision of treatments for multiple sclerosis (ethical adjustment lifted) • Mild negative for testing on mice specifically bred to have characteristics of multiple sclerosis (ethical adjustment reduced) • No ethical adjustment for the joint venture as it is currently dormant. Relevant positive Charter element: (h) Activities which contribute to human happiness, dignity and education. Relevant negative Charter elements (iii) Extract, create, produce, manufacture, or market materials, products, goods or services which have a harmful effect on humans, non-human animals or the environment (vii) Create, encourage or perpetuate militarism or engage in the manufacture of armaments Application of the Animal Testing Framework The Australian Ethical Charter calls on us to consider investment in companies that support human happiness and dignity, and as a result the provision of healthcare and the development of new medical treatments are considered to be positive activities. This is set out in the Healthcare Sector Framework. In some instances, however, companies developing medical treatments are found to be conducting research which is harmful to animals. This creates a conflict, as tenet (iii) of the Charter states that Australian Ethical shall avoid companies which have a harmful effect on humans, non- human animals or the environment. 28 Case study (cont.) The Animal Testing Framework has been developed to assist Australian Ethical resolve this conflict. It is designed to ensure that companies that are involved in medical research and perform tests using animals are assessed in a clear and consistent manner. The key concept that is taken from the Charter and used when resolving the ethical conflict presented by animal testing is that of ‘necessity’. There is not an absolute prohibition on animal testing – rather a commitment to avoid it if it is cruel and unnecessary. If animal testing is required as part of the development of a treatment for a serious medical condition, then this may be seen as ‘necessary’ harm and therefore acceptable under the Charter. Animal Testing Framework Industry Sector Framework – Overview How cruel is the testing? Mild Moderate Mild negative Strong negative Severe Avoid Initial research shows evidence of animal testing Yes Testing for healthcare products Animal Testing Is the testing necessary? No (cid:127) Non-essential testing eg. cosmetics (cid:127) Testing when viable alternatives exist Avoid/ Neutral 1800 021 227 | australianethical.com.au 29 australianethical Sustainability impacts – getting involved Australian Ethical is an active participant in a global community of ‘active owners’ – retail and institutional shareholders that actively engage with companies in order to improve their social, environmental or governance behaviour. As ethical and responsible investors we want global capital to behave in a way that is positive for investors, society and the planet. We do this at a company specific level as part of our investment activities to ensure the companies that we invest in continue to meet the ethical standards we expect to warrant our continued participation. Most critically though, collective action is where the true power of the investment markets can have the most influence particularly in areas of monumental systemic risk such as climate change. Having numerous individual investors all interacting with individual companies in different ways with different messages can have an impact, but doesn’t cause in some cases shifts in behaviour needed. Campaigns In addition to regular stakeholder engagement with investee and non-investee companies, Australian Ethical acts as an advocate for ethical issues driven campaigns. Bank Disclosure on Climate Change and Carbon risk in Lending As an investor in some Australian banks, Australian Ethical looks for opportunities to influence bank decision making so that it is more aligned with the social and environmental principles of the Australian Ethical Charter. Significant effort was put into disclosure from the ‘big four’ Australian banks during the reporting year regarding their climate change and carbon risk impacts in lending activities. A current focus for us is the role of the four major banks in funding coal projects and infrastructure. Our recent work includes putting specific fossil fuel and renewables information requests to each of the four major banks, and meeting with each of them to explain the rationale for the requests and to gain insight into their thinking on these issues. Stakeholder engagement occurred with the banks, Australian Ethical members, NGOs, RIAA, and investors. A range of environmental groups are also pressuring international and Australian banks to specifically rule out funding of expansion of the Abbot Point coal port near the Great Barrier Reef because of reef and climate impacts. We are strong supporters of these initiatives, believing that a diversity of approaches and perspectives is needed to bring about change. We scrutinise not only individual lending decisions, we also look at the policies which govern those decisions. Most importantly, we want to know how the bank is putting those policies into practice in day to day decision making throughout the bank. We want to see how banks ensure that social and environmental impacts are properly analysed and taken into account before a decision is made to allocate capital. How, for example, does the bank assess and take account of risks and opportunities associated with climate change, for itself, for the companies it lends to, and for the society it operates in? How does it avoid a culture of unthinking, business as usual lending and investment decision making? How does it disclose its level of lending to different industry sectors – such as coal and renewables? This type of bank analysis and questioning requires detailed and ongoing engagement with the banks. It also requires us to consult with other investors, including mainstream institutional superannuation funds, to exchange perspectives and to seek to leverage the influence which their massive shareholdings give them. We received responses to our initial request from some of the banks and those responses varied. We continue to work on this issue with retail and institutional investors and investor groups to garner joint support for a revised request. At the same time, we are keeping communication channels open with the banks to craft a solution which meets both investor needs and which can be practically implemented by the banks in their reporting this year. 30 Other work with banks Our interest in the banks extends beyond climate impacts. A recent report by Oxfam highlighted the links between the major Australian banks and companies involved in ‘land grabs’ in countries such as Papua New Guinea and Brazil. Oxfam describes ‘land grabs’ as large-scale land acquisitions which violate human rights, are undertaken without free, prior and informed consent or which involve other unacceptable practices. We consulted with Oxfam and Westpac (the one major bank which we do currently invest in) both before and after the report’s release, and spoke in the media about the issues raised from the perspective of an ethical investor. We continue to monitor Westpac’s investigation of and response both to the specific cases raised as well as to the more general recommendations made by Oxfam about the way banks can lend responsibly in important but sensitive agricultural sectors. Collaborating with others The following are some initiatives in which Australian Ethical is participating or driving, where the collective power of the investment community is having an impact and working toward change. Unconventional Gas Working Group (Principles of Responsible Investment) (PRI) Whilst we don’t invest in coal seam gas (CSG) extraction, we are active participants in a working group focused on assessing best practice principles in the coal seam gas sector and engaging with listed Australian companies operating in the sector regarding their CSG operational practices and risk management. A collaborative engagement between investors to encourage improvement in standards by the gas industry is intended for late 2014. Carbon Asset Risk Initiative (through Ceres) Over the past year there has been an initiative arranged by Ceres, a US not for profit that mobilises investors in collaborative actions against companies. This is co-ordinated in Australia through the Investor Group on Climate Change. The initiative involves 70 of the world’s institutional investors (Australian Ethical is participating) representing US$3 trillion in assets requesting the world’s 45 largest oil and gas companies to assess and report to shareholders the viability of their capital expenditure plans in the face of risks associated with climate change and what options they have for addressing them, including, divestment and diversifying their businesses into low carbon energy sources. Collective groups We are also involved in various industry groups and professional bodies where we facilitate collective action where needed. Responsible Investment Association Australia (RIAA) The Responsible Investment Association represents the interests of responsible and ethical investors in Australia. It has recently established an Engagement Working Group, currently chaired by Australian Ethical, a forum focused on bringing together members interested in collaborating on making the corporate engagement process more effective. These members include a broad cross section of the investment community including retail investors, advisers, proxy advisers, not for profits and institutional investors. As part of the Engagement Working Group, we contributed to a RIAA submission to the Governance Institute regarding their draft ‘Guidelines on Engagement’. Guidelines of this type can help build recognition of investors’ responsibilities including taking account of the impacts of their investment. Such guidelines can also raise the effectiveness of engagement between companies and their shareholders. United Nations Principles of Responsible Investment (UNPRI) The UNPRI is an investor-led coalition, in partnership with the United Nations Environmental Programme Finance Initiative (UNEP-FI), and the United Nations Global Compact, designed to further the aims of responsible investment amongst the global investment community. The six principles include a commitment to ‘active ownership’. The UNPRI supports its members with a clearing house website that allows investors to share information on engagements against companies and collaborate to make the engagement more effective. G4-15 1800 021 227 | australianethical.com.au 31 australianethical The Global Investor Coalition on Climate Change The Global Investor Coalition on Climate Change represents 84 institutional investment organisations globally with $US14 trillion under management and operates in Australia through the Investor Group for Climate Change. The group allows a sharing of information, coordination of advocacy initiatives and establishment of standards. Greenhouse Gas Protocol/UNEP FI Financial Sector Technical Working Group 1 (Companies and projects) We are participating in these Technical Working Groups convened by the GHG Protocol and UNEP FI to develop mandatory and optional guidelines for the calculation and reporting of Scope 3 emissions of financial institutions in respect of their lending and investment activities. Future Economy Group The Future Economy Group is a coalition of business and environmental leaders who are working together to research and advocate the importance of innovation and natural capital to Victoria’s economy. Australian Ethical CEO Phil Vernon, has been involved in the group participate in an initiative to raise awareness of the economic benefits of investing in natural capital. A report commissioned by the group ‘Bringing Victoria’s Economy into the 21st Century’ outlines ideas, that, if adopted would provide resilience and improve the performance of Victoria’s economy and its natural environment. The research underpinning the report is transferrable to other Australian state economies and environments. Engaging with policymakers At a corporate level we are also very active when it comes to engaging with legislators at a State and Federal Government level: Submission to Government opposing the repeal of the Australian Charities and Not for Profits Commission Bill 2014 (May 2014) We strongly oppose the repeal of the Australian Charities and Not for Profits Commission (ACNC). The Federal Government proposed that the ACNC is replaced by a Centre of Excellence, and that regulation of Australian charities would return to the Australian Securities and Investment Commission (ASIC) and the Australian Taxation Office (ATO). The ACNC is a fit for purpose regulator that has achieved many of its objectives in the short time since its inception. We believe that the ATO has a conflict of interest in managing the charities and is not best equipped to do this given the specialist nature of charity regulation. Submission to Government with respect to the Emissions Reduction Fund and Direct Action on Climate Change (February 2014) Whilst we welcome any action on climate change, we do not believe that the Government's Emissions Reduction Fund will be adequate. Indeed, we believe it will even fall short in achieving Australia's five per cent emissions reduction target. In addition, we strongly oppose the repeal of the carbon price. Submission to Government opposing the repeal of the Carbon Price legislation (October 2013) We strongly oppose the repeal of the carbon price. We also created a form that anyone could use, to make their own submission. We raised awareness via social media and over 700 people made a submission. Submission to NSW Environmental Protection Agency regarding the burning of native forest waste to generate electricity (August 2013) We strongly oppose the proposed amendments to current NSW laws to allow the burning of logging waste from native forests to generate electricity. G4-15 32 Corporate advocacy Lend Lease As long term investors in Lend Lease, we were disappointed when they were considering a contract in relation to the Abbott Point coal terminal in the Great Barrier Reef. Together with other activist organisations, we advocated strongly against their involvement, and, in 2014, they announced they would not proceed. Petratherm Another long term investee company, Petratherm had been working on the development of geothermal energy technologies. We divested the company from our portfolio when they announced that they would conduct oil and gas exploration in Tasmania. Australian Ethical is a strong advocate for businesses to improve their positive and reduce their negative social and environmental impacts, no matter whether they are investee companies or non-investee companies. Supporting the Santos shareholder resolution We supported the shareholder resolution for Santos to divest its investment in the Narrabri coal seam gas project. Santos is an example of a company which Australian Ethical’s Advocacy Fund invests in to support engagement that aims to reduce negative impacts of their business activities. Advocacy groups The Wilderness Society and Getup prepared the resolution and marshalled support from over 150 shareholders to have the resolution included on the agenda for Santos’ AGM. The main focus of our concerns was the risk that the CSG sector as a whole poses to critical Australian groundwater supplies. We believe that more data collection, openness and analysis are needed on this and other potential impacts of CSG practices to make informed decisions about the growth and regulation of the industry. 1800 021 227 | australianethical.com.au 33 australianethical Understanding the Carbon Footprint of our Portfolios In order to understand more clearly the environmental impact of Australian Ethical’s portfolios and how they perform against their benchmark market indices as well as other Australian equity portfolios of superannuation funds, we engaged with TruCost, a company that specialises in calculating environmental impacts across an organisation’s interests. We asked them to calculate the carbon footprint of the Australian Ethical Superannuation Balanced Accumulation option and the Australian Ethical Smaller Companies Trust. This research supports the theme of ‘environment’ under the Australian Ethical Charter, and provides an insight into how climate change may play a part in how we allocate our future investments. An initial study ‘Carbon Counts 2011, The Carbon Footprints of Australian Superannuation Investment Managers’ was conducted by TruCost in 2011 on behalf of the super industry and analysed the carbon footprint of 88 equity portfolios. To normalise the data for our study, TruCost extrapolated the 2011 results to December 2013 to provide an indication of an approximate carbon footprint of these portfolios for comparison purposes. The carbon footprint of both Australian Ethical portfolios fell at the lowest end of the range, ranking as 2nd and 3rd smallest out of the 90 portfolios analysed (for the Smaller Companies Trust and Balanced Accumulation respectively). The carbon footprint of the ASX 200 was 276 tCO2e/A$m which was slightly higher than the 2013 sample’s mean carbon footprint of 263 tCO2 A$m. The chart below illustrates the comparison between our Balanced Accumulation option and major market indices including the ASX200 (noted below as Benchmark). The average carbon footprint of the 2011 study, extrapolated to 2013, was 263 tCO2/A$m. The findings show that our portfolios are over 70% less carbon intensive than our average peer and the market. Australian Ethical Superannuation Balanced Accumulation* Australian Ethical Smaller Companies Trust ASX200 Total Footprint (tCO2e/A$mn) 75.60 68.31 276.03 * AES Balanced Accumulation includes only domestic equity holdings held in the ASX200 to allow direct comparison with the extrapolated 2011 study mentioned above. G4-EC2 34 Working at Australian Ethical Australian Ethical is an equal opportunity employer with a talent management strategy that is designed to attract, develop and retain talented employees by providing an environment that encourages employees to contribute and develop in a way that makes the world a better place and one that reflects the Australian Ethical Charter. Throughout the reporting year, we have focused our efforts in the following areas: • A focus on communication involving consulting with employees on the ‘how’ and ‘what’ • Growing leadership capability in developing and sustaining a values based culture • Enabling a learning and development environment aligned to employee strengths and sense of purpose • Cultivating a collaborative team environment as we integrate new hires, and • A focus on creating a performance based culture that is supported by equal opportunity and diversity measures. The selection of these key areas reflects the outcomes of an employee engagement survey undertaken in the last reporting year. The underpinning activities in these focus areas have made the Australian Ethical team cohesive during the transitioning of many functions from our Canberra office to the Sydney office. Where redundancies occurred, employees were offered independent outplacement career coaching services which included sessions on: • Identifying career values, motivations, transferable skills and development options • Understanding best career fit • Career planning and goal setting • Effective job search strategies • Development of a targeted resume • Interview preparation and performance skills • Creating an effective digital profile. Communication through Collaboration New methods of company-wide communication were introduced in the reporting year, with a new lunchtime business series, involving each functional area presenting on their strategy, team goals and objectives, and the interrelated nature of their work with other departments. While this activity was designed for all employees, it was particularly relevant to new hires as they were able to establish an understanding of all areas of the business. There were a number of departmental teambuilding off site activities with a focus on team dynamics and building high performance team cultures. Organisation wide team building events were put in place in the spirit of building greater collaboration in our workplace. With the significant number of new hires to the business (48%), a planned integration and induction program was put in place for each employee. Our induction program ensures each new hire is supported in their learning and development process during the probationary period. Growing leadership capability A key hire to the management team this year was the Head of Ethics appointment – Dr Stuart Palmer. Stuart is a leading expert in business ethics, with over 20 years’ experience in the financial, investment and legal sectors. Prior to joining Australian Ethical, Stuart was Head of Ethics Services at St James Ethics Centre. A focus area for the next reporting year is to revisit Australian Ethical’s company purpose, values and vision. All employees will be involved and we aim to achieve greater alignment of our passion, our purpose and create further ethical leadership capabilities in our people. G4-DMA Employment, G4-LA10 1800 021 227 | australianethical.com.au 35 australianethical Training and Education We are committed to the training, education and development of all our employees. Australian Ethical recognises that appropriate continual learning can contribute to the quality and competence of employees, and, in turn, increase the productivity and success of our company. Our learning and development initiatives cover a wide range of learning interventions including: on the job coaching and mentoring, management skills coaching, formal training programs, association updates, conferences and memberships and employee training to meet regulatory obligations. Training and education policies include a subsidised employee personal development program, an individual training budget including a Responsible Investment Association Australasia (RIAA) training budget and an employee study assistance program. Both financial assistance and help with working arrangements may be provided to assist employees to balance the demands of work and further studies. Performance reviews and remuneration Australian Ethical’s remuneration policy is designed to create a motivating and engaging environment for employees where they feel appropriately paid and incentivised for the contribution they make to the performance of the company. Employees are set Key Performance Indicators (KPIs) each year, selected to reflect critical success factors to Australian Ethical. Employees receive regular feedback on their performance and associated KPIs both formally and informally. Formal performance and career development reviews take place twice yearly as an interim and end of year performance review discussion, and informal discussions take place in regular interactions between teams and managers. All permanent employees of Australian Ethical are included in our Performance Management system. As part of our employment offering we regularly review our remuneration and benefits offering to ensure we are equitable in our offering to all employees. We reference best practice in this area and benchmark our remuneration and benefits externally. Our employee value proposition positions us as an attractive employer in a culture that is shaped based on our vision, values and purpose. Our benefit offering is reviewed regularly and is shaped around the needs of our employee demographic and employee input. The principles underpinning our performance management and remuneration frameworks are: • Promote the value of the charter • Attract and retain talented people • Align shareholder interests and the company’s capacity to pay • Pay people fairly for the work that they do • Build long term ownership in the company amongst employees • Reward people according to their contribution to the company’s performance Further information about Australian Ethical's remuneration policy and structure can be found in our Remuneration Report (pp. 54-65) Diversity & equal opportunity Australian Ethical conducts all activities in a non-discriminatory manner with regard to race, gender, marital status, pregnancy, religion, impairment, political persuasion, or sexual preference, or any reason given under State and Federal EEO legislation. In addition to providing an environment of equal employment opportunity for all employees, Australian Ethical maintains and actively supports an Equal Employment Opportunity for Women in the Workplace program. This initiative is aimed at identifying and eliminating any sources or potential sources of discrimination against women in their employment and works in accordance with the requirements of the Federal Equal Opportunity for Women in the Workplace Act (1999). The program is focused on employment matters including: • Recruitment and selection • Promotion, transfer and termination • Training and development • Conditions of service G4-DMA Training and Education, G4-LA11, G4-HR3, G4-DMA Diversity and Equal Opportunity, G4-DMA Equal Remuneration for Women and Men, G4-DMA Non-discrimination 36 • Work organisation, and • Arrangements for dealing with pregnant and potentially pregnant employees and employees who are breastfeeding. We also consider that diversity in our workplace encompasses the ways people differ in terms of education, life experience, job function, work experience, personality, location, marital status and carer responsibilities, and these elements have shaped diversity management at Australian Ethical. Our Board has established measurable objectives for achieving gender diversity in management and undertakes a review of progress against these objectives annually. Australian Ethical does not tolerate any form of discrimination and complies with all anti- discrimination and EEO laws. All managers and employees are responsible for maintaining the highest equal opportunity and non-discriminatory practices in their work activities and behaviours. There were no incidents of discrimination in the reporting year. Our talent management strategy is focused on merit based appointments evidenced through our practice in recruiting the best person suitable for the role, regardless of diversity indicators. A continuous focus for this reporting period was to work towards achieving our gender and diversity targets, particularly in the area of increasing female representation in the workplace, and we continue to focus on attracting and developing female talent in the organisation. We have achieved mixed results in this area. While we have already surpassed our FY16 gender diversity target of 25% female membership of the Board (achieving 40%), our FY13 and FY16 target of having a 25% and 40% representation of women in management roles, has not been achieved. Although our focus on equal opportunity focuses on many aspects, our policy is to base remuneration on merit, not gender as this would be a discriminatory practice. However, pay equality between women and men varies, with female employees on average paid 88% of the male salary, primarily due to women being under represented in the management employee category. Labour and management relations Australian Ethical’s management team strives to consult with all employees during change initiatives. All employees are notified of operational changes via the Managing Director or their direct manager as soon as is reasonably practicable from a business perspective. As a small organisation in an open plan work environment, our management approach is to consult with employees around changes that impact them and the business. An employee representative is elected by employees every two years. Employees are free to discuss any issues surrounding their employment with their employee representative who has the option to discuss these issues with management and escalate to the Board if required. Grievance mechanisms Australian Ethical is committed to promoting a healthy and productive work environment. We recognise that this is a critical factor to ensure that employees feel that their opinions matter. The company’s grievance procedure is an important tool to help us achieve this goal. Employees are encouraged to proactively manage legitimate concerns, issues or complaints, regardless of their nature of severity, in accordance with the grievance procedure. There were no grievances reported during the year. Employee benefits Our employee benefits form an integral part of our remuneration package, and the employee value proposition that we offer to all employees in promoting and developing best practice reward and benefits programs. The purpose of offering employee benefits is to ensure we align our reward policies with our business performance and standards. All benefits offered to permanent employees are offered to permanent part time employees on a pro-rata basis. Some of our benefits include employee personal development program, employee assistance program, flu vaccination, and study assistance, long service leave after five years, flexible working arrangements and three additional annual leave days at Christmas. Fixed term contractors have access to all leave accrual entitlements. G4-HR3, G4-LA2, G4-LA4, G4-DMA-Labour Management and Relations, G4-DMA Labour Practices Grievance Mechanisms, G4-LA16 1800 021 227 | australianethical.com.au 37 australianethical Employee Engagement To address these areas for improvement, we plan to: • Highlight employee opportunities with a view to career pathing and development opportunities • Identify training and coaching initiatives to enable employees to manage their career in a meaningful way • Rollout, educate and communicate to all employees around our proposed remuneration policy. The proposed changes will strengthen and simplify the alignment of the remuneration framework to the business purpose and strategy • Realign employee benefit offerings to market practice and the diverse needs of our employees • Maximise employee engagement and motivation at work by consulting with employees around organisational communication initiative and measures in `how` we can improve communication • Engage in project management systems to scope projects, timelines, resources, communication and post implementation review of change initiatives. Engagement Score: • Australian Ethical Overall 2014/15 (78%) • Aon Hewitt Best Employers 2014 (82%) In accordance with the Australian Ethical Charter, we aim to provide a place to work that is fulfilling and rewarding for our employees. Our Constitution (Clause 2.1a) states that Australian Ethical must seek to promote ‘the development of workers’ participation in the ownership and control of their work organisations and places’. This year, we have moved from an employee engagement survey conducted internally, to an externally run best practice survey with consulting firm Aon Hewitt. This year’s survey has benchmarked Australian Ethical against the best employers in Australia and New Zealand and has placed us in the top quartile. Employee responses told us that Australian Ethical provides: • A meaningful organisational strategy, goals and objectives • A diverse and respectful working environment • Supportive leadership and management. Employees also feel: • A commitment to working for a social and responsible organisation • A sense of accomplishment and pride in working for Australian Ethical. Regardless of these relatively positive results, some survey areas revealed that employees feel that there could be improvement in the following areas: • Career development and opportunities • Performance and rewards • Managing organisational change initiatives • Organisational communication. Engagement Behaviours Say Stay Strive Given the opportunity, I tell others the great things about working here I would not hesitate to recommend this organisation to a friend seeking employment It would take a lot to get me to leave this organisation I rarely think about leaving this organisation to work somewhere else This organisation inspires me to do my best work every day This organisation motivates me to contribute more than is normally required to complete my work Australian Ethical Overall 2014/15 81% Aon Hewitt Best Employers 2014 86% 77% 67% 67% 78% 63% 87% 75% 72% 83% 79% 38 Key Facts about our People Total employees = 29 Total FTE = 27.64 Total employees by region 20 6 25 20 15 10 5 0 2 1 Male Female Sydney Canberra • 76% of employees are male • 24% of employees are female Total number of employees by employment contract and gender 25 20 15 10 5 0 20 6 2 1 1 0 Permanent Permanent Part-time Fixed term contract Male Female Employees by employment type 12 10 8 6 4 2 0 11 2 7 0 5 4 Male Female Professional Management Support Total employees by age 20 18 16 14 12 10 8 6 4 2 0 18 7 4 <30 30-50 >50 • 24% of employees are under 30 years of age • 62% of employees are between 30-50 years of age • 14% of employees are over 50 years of age Australian Ethical Investment board members – age and gender diversity 5 4 3 2 1 0 3 1 1 0 0 <30 0 30-50 >50 Male Female Australian Ethical Superannuation Pty Ltd board members – age and gender diversity 3 2 1 0 0 0 <30 0 0 30-50 3 1 >50 Male Female G4-9, G4-10, G4-LA12 1800 021 227 | australianethical.com.au 39 australianethical Age range of new hires Employee turnover by age 10 9 8 7 6 5 4 3 2 1 0 7 6 0 <30 30-50 0 1 >50 Male Female New Hire Statistics • Male: 43% • Female: 57% • <30 yrs.: 43% • 30-50 yrs.: 50% • >50 yrs.: 7% • All new hires were employed in Sydney Employee turnover by gender 8 7 6 5 4 3 2 1 0 7 3 4 3 2 1 Male Female Involuntary End of Contract Resignation Notes: • Australian Ethical experienced a turnover rate of 48.27% • 100% of involuntary turnover from Canberra was due to the centralising of activities to Sydney: 70% male, and 30% female • Two contracts expired in Sydney and one in Canberra: 66.6% male, and 33.3% female • Three resignations occurred in Sydney and one in Canberra: 25% male and 75% female. 8 7 5 4 3 1 0 3 2 1 <30 5 4 1 0 30-50 0 0 >50 Involuntary End of contract Resignation Average training hours per employee by gender and employee category 100 90 80 70 60 50 40 30 20 10 0 93 48.1 33.75 20.25 19.3 0 Male Female Professional Management Support Ratio of basic salary and remuneration of women to men by employee category: 2010-11 2011-12 2012-13 2013-14 Management 0.59:1 0.65:1 0.68:1 0.63:1 Professional 0.87:1 0.64:1 0.61:1 0.66:1 Support 0.92:1 0.87:1 1.02:1 1.66:1 Organisational ethics and integrity The Australian Ethical Code of Conduct applies to all employees, contractors and directors of Australian Ethical. The Code sets out principles to guide decisions and behaviour, rather than prescribing detailed dos and don’ts. The Code deals with expectations for both internal conduct (e.g. around equal opportunity) and external conduct (e.g. around fair competition). G4-9, G4-10, G4-LA1, G4-LA9, G4-LA12, G4-LA13 Australian Ethical has an open culture where people are encouraged to raise concerns and ask questions about any incidents or practices they encounter. Management are available to discuss the activities of the company at a day to day or strategic level. 40 An employee representative is available for consultation and representation with and on behalf of employees. Employees are also able to access the St James Ethics Centre Ethi-call service, a free and confidential service which provides guidance to work through ethical choices and dilemmas. Australian Ethical operates in a highly regulated environment and has a number of formal internal and external reporting systems. For example, we use ‘Tickit’ risk and compliance software, which allows online incident reporting by employees. More generally, our open, ‘speak up’ culture is nurtured to encourage prompt and candid conversations and raising of concerns. External enquiries, concerns and complaints may be communicated to us by phone, email, online, social media or letter. Complaints are recorded in a complaints register and dealt with within designated time frames by experienced and qualified people. A complainant who is dissatisfied with our response may raise their complaint with the Superannuation Complaints Tribunal (superannuation) and Financial Ombudsman Service (financial services). Impact Committee Australian Ethical’s Impact Committee had its genesis in a Sustainability Committee which was set up many years ago with the primary purpose of adopting green office practices. The purpose of the Impact Committee is to: 1. Promote the Australian Ethical Charter, the Purpose and Values of Australian Ethical to all stakeholders 2. Review and make recommendations to management regarding sustainability issues, procurement policies, community grants and community relations, and our physical environment 3. Set sustainability KPIs for company activities and engage employees on and promote sustainable behaviours and activities, including volunteering. Volunteering and sponsorships As part of our ethos in making the world a better place through direct impact, our employees are involved in volunteering activities throughout the year and we eventually plan to allocate two full days per employee per year to volunteering activities. Australian Ethical is also involved in sponsorship of various events that align with the Australian Ethical Charter, including, in 2013/2014, the Sustainable Living Festivals in Victoria and Tasmania, the Australian tour of Dr Jane Goodall, The Human Rights Film Festival, National Climate Action Day, Impact Investment seminars, Fair@Sq and the RIAA conference. During the reporting year, six of our employees participated in the Achieve Australia volunteering day to perform maintenance and painting at Araluen House Day Centre for people with disabilities, which totalled 45 volunteering hours, and four employees donated blood at the Red Cross Blood Service, totalling four hours. This equates to an estimated value of $3,528 in volunteering time. In 2014/2015, we estimate that six of our employees will donate blood each quarter, and volunteering activities are planned at the Exodus Foundation’s ‘Loaves and Fishes’ restaurant for the homeless, and a kayaking garbage cleanup at Sydney Harbour. G4-35, G4-56, G4-57, G4-58, G4-EC1 1800 021 227 | australianethical.com.au 41 australianethical Awards During 2013/2014, Australian Ethical was pleased to receive the following awards: • Best Use of Social Media Award – presented at the inaugural Association of Superannuation Funds of Australia (ASFA) Marketing Communications Awards • • ‘Leading in sustainability – Setting the standard for a Small to Medium Business’ – Banksia Awards ‘Excellence as a Sustainable Large Business (over 15 employees)’ – Green Lifestyle consumer publication Our environmental impact In line with the Australian Ethical Charter, we place the same expectations of responsible environmental behaviour on ourselves as we do for our customers. This means that we strive to have a minimal impact on the environment. As an office based organisation, our primary impacts on the environment relate to energy use and the associated emissions from travel. We also aim to be responsible in our use of materials in the office and in a waste generation. Energy use and emissions With the consolidation of the majority of staff from Canberra to Sydney, there was a consequent reduction in energy use in Canberra. However, with our Sydney office operating at full capacity there has been an increase in overall energy use as the Sydney building is not as efficient as the Canberra building (4 NABERS stars compared to 6 NABERS stars). In the next reporting year, we will purchase Green Energy to abate some environmental impact through energy use. Our greenhouse gas emissions compared relatively favourably at 0.125 tCO2-e on a per square meter basis, in comparison with an average of 0.163 tCO2-e for Australia’s existing office building stock. Travel trips and emissions In 2013-14, our employees took 334 flights and 812 taxi trips, slightly decreased from 2012-13 (422 flights and 733 trips). GHG emissions from our travel increased by 7.65 tonnes from the previous reporting year as a result of the higher number of international versus domestic flights taken this year. Total greenhouse gas emissions GHG from energy Electricity Gas Total GHG from energy GHG from Travel Taxi usage Private vehicle use for business related travel Flights Total GHG from Travel Total GHG tCO2-e 43.7 6.87 50.6 3.38 10.60 84.92 98.9 149.5 42 Offsetting our emissions Paper consumption Australian Ethical offsets emissions by purchasing carbon credits in worthwhile projects. Emissions of 149.5 tCO2-e will be offset during FY15. Total emissions calculated include greenhouse gases emissions from energy and from travel. Projects that our carbon offset credits will assist are ‘Cookstove’ projects in Mali and Cambodia. The projects replace high polluting traditional cookstoves with fuel efficient stoves. Large volumes of wood and charcoal are required for the traditional cookstoves, which contribute to CO2 emissions from burning these fuels, but also increased desertification. The traditional stoves also contribute to indoor air pollution, which is linked to respiratory and eye diseases. By replacing these with ceramic lined modern cookstoves, demand for wood and charcoal is reduced, and a healthier indoor environment is created. Both projects also provide employment and business opportunities throughout the local supply chain, including in the manufacturing, retailing and distribution of the stoves. These projects align with many elements of the Australian Ethical Charter. In 2013-14 we consumed 185,249 sheets of 100% recycled paper. This represents 6,702 sheets of A4 paper per FTE. This is a significant increase in paper usage from 2012-13 (1,805 sheets per FTE) as a result of more printing being conducted in-house rather than being printed offsite. During the reporting year, we changed our paper supply to 100% Australian made, FSC® certified post- consumer recycled waste paper. When printing newsletters, product disclosure statements and annual reports, we use 100% post-consumer recycled paper using vegetable based inks. Waste Although waste in our Canberra office is minimal, it is separated and recycling facilities are utilised. In our Sydney office, waste is separated into recyclables, organics, and non-recyclables. Each desk has a recycling bin only, with no bins for non recyclables. 1800 021 227 | australianethical.com.au 43 australianethical Consolidated Financial Report Australian Ethical Investment Limited and its Controlled Entity ABN 47 003 188 930 Consolidated Financial Report for the year ended 30 June 2014 44 Directors’ Report The Directors present their report together with the consolidated financial report of Australian Ethical Investment Limited (the Company) and its controlled entity, Australian Ethical Superannuation Pty Limited (together known as the Group), for the year ended 30 June 2014 and the auditor’s report thereon. Directors The Directors of the Company at any time during or since the end of the financial year are: Stephen Gibbs, Chair and Non-Executive Director Mara Bun, Non-Executive Director Tony Cole, Non-Executive Director Kate Greenhill, Non-Executive Director Phil Vernon, Chief Executive Officer and Managing Director André Morony, Non-Executive Director – resigned 20 November 2013 Stephen Newnham, Executive Director – resigned 26 July 2013 Director’s Particulars Stephen Gibbs Chair and Non-Executive Director BEc, MBA Stephen joined the Board in July 2012 as a Non-Executive Director and on 4 February 2013 was appointed Chair. He Chairs the People, Remuneration and Nominations Committee, is a member of the Audit, Compliance and Risk Committee and the Investment Committee. Stephen is a director of Australian Ethical Superannuation Pty Limited and a member of it’s Audit, Compliance and Risk Committee. Stephen was formerly Chair of the Responsible Investment Academy Advisory Council. From early 2000 he was CEO of ARIA, the trustee of the PSS and CSS – the superannuation schemes for federal government employees. When Stephen left ARIA in January 2008 it had close to $A20 billion under management. Prior to ARIA Stephen was the Executive Officer of the Australian Institute of Superannuation Trustees (AIST). His earlier career was in the trade union movement. Other career highlights for Stephen include his personal invitation from the then UN General Secretary to join the steering committee and investor group which developed what became the United Nations Principles of Responsible Investment–UNPRI and membership of the ASX Corporate Governance Council from its inception until 2008. Mara Bun Non-Executive Director BA Mara was appointed as a Non-Executive Director on 4 February 2013. Mara was a Senior Financial Analyst with Morgan Stanley’s San Francisco High Technology Group before immigrating to Australia in 1991. Mara worked for The Wilderness Society, Greenpeace Australia Pacific and Choice in the 1990s. She served as Director of the Board of Bush Heritage Australia for eight years, and on the Advisory Council of the NSW Sustainable Energy Development Authority for six years. In the 2000’s Mara led Macquarie Bank’s Internet equities research team as Senior Analyst and Associate Director; was a Director in The Allen Consulting Group’s Sydney ICT and sustainability public policy consulting practice; and then Director of Business Development for the CSIRO. In 2008 Mara became the founding CEO of Green Cross Australia. Green Cross International was founded in 1993 by former Soviet statesman Mikhail Gorbachev to create a new approach to solving the world's most pressing environmental challenges by reconnecting humanity to the environment. In 2014 Mara became a Director of the Board of Green Cross Australia. 1800 021 227 | australianethical.com.au 45 australianethical Tony Cole Non-Executive Director AO, BEc Tony was appointed as a Non-Executive Director on 4 February 2013. Tony is the Chair of the Investment Committee and a member of the People, Remuneration and Nominations Committee. For the past 17 years he has been a senior investment consultant and executive in Mercer’s Investment Consulting business, including heading the business in the Asia Pacific region for more than five years. Tony remains a Senior Partner with Mercer in a consulting capacity. Prior to joining Mercer, Tony held several senior positions in the Commonwealth Public Service, including Secretary to the Treasury, Secretary of the Department of Health and Social Security, Deputy Secretary to the Department of the Prime Minister and Cabinet and Chair of the Industry Commission (now the Productivity Commission). Tony served as an Alternative Director of the World Bank and was Treasurer Paul Keating’s principal economic adviser and head of office in the early years of the Hawke-Keating government. Tony is currently a Trustee Director of the Commonwealth Superannuation Corporation and a member of the Advisory Board of the Northern Territory Treasury Corporation. He Chaired the Advisory Board of the Melbourne Institute for 10 years and was a longstanding member of the Australian Office of Funds Management Advisory Board. Kate Greenhill Non-Executive Director BEc FCA GAICD Kate was appointed as a Non-Executive Director on 22 February 2013. Kate is Chair of the Audit, Compliance and Risk Committee and a member of the People, Remuneration and Nominations Committee. Kate is also a member of the Australian Ethical Superannuation Pty Limited Audit, Compliance and Risk Committee. Kate has over 19 years’ experience working with organisations in the financial services industry both in Australia and overseas. Kate was formerly a Partner with PricewaterhouseCoopers assisting clients with advice and assurance in relation to financial statement audit opinions, accounting and regulatory developments, capital raisings, accounting for complex transactions, due diligence, valuations, compliance, risk management, organisational structure and the operation of controls. Kate is a director, and member of the finance committee, for a not for profit organisation. Phil Vernon Chief Executive Officer and Managing Director BEc, MCom, MBA, FCPA, FAICD Phil joined the Company as Chief Executive Officer in December 2009 and was appointed Managing Director in July 2010. He is also a director of Australian Ethical Superannuation Pty Limited. Phil has 25 years’ experience in financial services including funds management and superannuation. Prior to joining the Company he was a member of the Executive Committee of Perpetual Limited. He has extensive experience in strategy, people management and leadership, corporate governance and industry regulation. Phil is a Director of Planet Ark, an environmental not for profit organisation. He is also a Director and Treasurer of the Responsible Investment Association of Australia and a member of the Advisory Board of the Association for Sustainable and Responsible Investment in Asia. Directors Who Resigned During the Period André Morony Non-Executive Director BEc (Hons), MEc André joined the Board of Australian Ethical as a Non-Executive Director in June 2008. André stepped down as the Chair on 4 February 2013. André resigned as a Director on 20 November 2013. Stephen Newnham Executive Director BA, LLB, DFP Stephen joined the Board in December 2010 as a Non-Executive Director and in 2012, he became an Executive Director, focussed on for sales and marketing. Stephen resigned as a Director on 26 July 2013. 46 Company secretary Principal activities Tom May BA, LLB, MBA Tom has experience in the superannuation and distribution aspects of financial services law. He has been a lawyer since 1990 when he was a legal officer in the federal government. He subsequently worked in house with funds management and life insurance companies before working in private practice in London and Tokyo. The principal activities of the Company during the financial year was to be the responsible entity for a range of public offer ethically managed investment schemes and as the Trustee of the Australian Ethical Retail Superannuation Fund. Included in these activities are funds management, portfolio management, investment administration and custody. Other than as described in this report, there were no significant changes in the nature of the controlling entity’s activities during the year. Subsidiary Board directors and Board committee members Ruth Medd Chair and Non-Executive Director, Australian Ethical Superannuation Pty Limited BSc, Dip Comp Science, CPA, MAICD Ruth is Chair of the Company’s wholly owned subsidiary Australian Ethical Superannuation Pty Limited and a member of the it’s Audit, Compliance and Risk Committee. She is also a member of the Company’s Audit, Compliance and Risk Committee. Ruth is currently on the board of the NFAW Ltd (National Foundation for Australian Women) and WOB Pty Ltd (Women on Boards). Ruth started in IT in the 1970s. Since then she has been a senior public servant, a broadcasting regulator, the inaugural Company Secretary at Telstra and the Executive Director of an industry association. Les Coleman Non-Executive Director, Australian Ethical Superannuation Pty Limited B.Eng.(Hons), B.Sc.(Hons), M.Ec., PhD Les is a member of the Company’s Audit, Compliance and Risk Committee. Les is also a director of Australian Ethical Superannuation Pty Limited and Chairs it’s Audit, Compliance and Risk Committee. Since 2004, Les has taught in the Finance Department of the University of Melbourne. He is currently a member of the investment committee of IOOF Holdings Limited. Previously Les had over 20 years’ experience in senior operational, planning and finance roles in Australia and overseas, and has been a trustee of two superannuation funds, and a director of ten companies involved in finance, retail and distribution. Changes in the state of affairs There were no significant changes in the state of affairs of the Company that occurred during the year not otherwise disclosed in this report or the financial statements. Review of Operations For the financial year to 30 June 2014, the Company reported a net profit after tax of $2,542,526 compared to the net profit after tax for the financial year to 30 June 2013 of $1,063,037. In looking at the consolidated entity’s performance during 2014, the following are the key points: Funds Under Management and Revenue • Funds under management increased by $179.6m, $88.1m due to market movements in addition to net inflows of $91.5m. Funds under management as at 30 June 2014 was $887.2m which is the highest for the Company since inception. • Net inflows of $91.5m are made up of positive inflows of $77.6m (up from $18.0m last year) into our superannuation fund in addition to net inflows of $14.0m into our managed funds ($16.7m net outflow last year). Inflows into our managed funds have improved markedly reflective of improved investor sentiment and strong performance across all funds. • Revenues increased by $3.5m representing an increase of 21% over the previous year. The main reasons for the revenue increase were the growth in equity markets and strong net inflows during the year which increased our funds under management. • This was the first full year with our new fee structures across all products. The fee changes we have made in the last few years have had a significant impact on inflows and reducing outflows. 1800 021 227 | australianethical.com.au 47 australianethical • Following a detailed review of product fees on the 30 June 2014 we reduced the fees on some of our products whilst increasing fees on others. The most significant change was a reduction of the administration fee charged in our superannuation product from 1.43% to 0.83%. The potential impact of the change in fees during the 2014/15 will be to reduce revenue margins and therefore revenue however lower fees will make our Superannuation product more competitive which will assist with future growth. The table below shows the change in revenue margins for each product and overall. Revenue margins have been calculated as annualised revenue divided by funds under management based on actual funds under management at 30 June 2014. Revenue margin based on current fees Managed funds Superannuation Overall 1.88% 2.27% 2.14% Revenue margin based on proposed fees 1.99% 1.79% 1.86% Expenses • Operating expenses1 increased by $0.50m, an increase of 3.6% over the previous year. • Employee benefits expense increased overall by 7.9% as a result of the improved result and the resultant increased staff bonuses and rights expense. Employee benefits expense comprises both fixed and variable components. Fixed staff remuneration decreased by 8.6% due to a number of vacant positions during the year. • Bonus and rights expense (variable components) increased from $0.51m in 2013 to $1.22m in 2014. Provisions for rights issued were $1.16m (2013 $0.44m) as a result of the increase in share price during the year and the increased probability of the rights vesting. • Costs to outsource providers have increased primarily due to the use of consultants to assist with the significant regulatory changes in superannuation. Amounts paid to consultants increased by $0.34m (2014 $0.77m, 2013 $0.43m). • Marketing expenses have increased by $0.37m as a result of additional marketing campaigns that have improved brand awareness and net flows. • IT expenses have increased by $0.26m as a result of increased use of IT service providers. • The effective tax rate of 38% was lower than the prior year, 45%. The Company’s effective tax rate is impacted by items that are not deductible for tax purposes which are detailed in Note 6 of the attached financial report. • A reconciliation of Total expenses excluding tax to Operating expenses is shown below: Revenue Less: Profit/(Loss) for the year Total Expenses Less: Income tax expense Depreciation Rights amortisation Community Grants Non-recurring Expenses Impairment of available for sale securities Impairment of property, plant and equipment Employment restructure expenses Legal costs for shareholder actions Loss on disposal of assets Other Operating expenses 30 June 2014 $’000 30 June 2013 $’000 19,889 (2,543) 17,346 (1,590) (271) (931) (302) - (282) (409) - (15) - 16,378 (1,063) 15,315 (873) (392) (179) (117) (117) (436) - (85) (63) (47) 13,546 13,006 Operating expense comprise expenses that the Company has incurred as a result of performing its normal business operations. 48 Community Grants Underlying Profit • $302,300 has been provisioned for payment to charitable and conservation organisations under our community grants program. The Company’s constitution requires that 10% of operating profit, after notional tax, be paid to non profit organisations involved in charitable, benevolent or conservation purposes. Staff and shareholders are actively involved in the selection of the organisations that receive community grants. • $1.75m, including the amount above, has now been paid by the Company to charitable and conservation organisations under the community grants program since inception. Underlying profit is provided to assist shareholders in understanding the Company’s performance. Underlying profit excludes certain items, as determined by the Board and management, that are either significant by virtue of their size and impact on Net Profit After Tax and which could be re-occurring. It reflects an assessment of the result for the ongoing business of the Group. The reconciliation of net profit after tax to underlying profit after tax for the 2014 financial year is as follows: Net profit after tax Adjustments (gross) Add: Employment restructure expenses Add: Legal costs for shareholder actions Add: Property revaluation Add: Available for Sale assets revaluation Tax on adjustments Underlying profit after tax 30 June 2014 $’000 30 June 2013 $’000 2,543 1,063 409 - 282 - (123) 3,111 - 85 436 117 (26) 1,675 This table has been prepared in accordance with the Australian Institute of Company Directors (AICD)/Finsia principles for reporting underlying profit and ASIC’s Regulatory Guide 230 Disclosing non-IFRS financial information. Underlying profit after tax has not been reviewed or audited by our external auditors, however the adjustments to net profit have been extracted from the books and records that have been audited. Statement of Financial Position (as at 30 June 2014) Assets • Total assets have increased by $3.96m to $14.24m during the financial year ended 30 June 2014. Tangible Asset levels along with a significant cash balance. At all times during the financial year and as at 30 June 2014 the Company has met the conditions of its AFS Licence. • Trade and other receivables increased marginally by $0.27 million to $2.75 million. These receivables primarily represent the accrual of fees on our products for the previous month. • Due to a weakening commercial property market in Canberra the Company owned property in Bruce, ACT was independently re-valued resulting in an impairment charge of $0.282 million. This impairment charge is a non-cash charge to profit. The company has an active sales campaign underway with 16 parties introduced to the property over the past 12 months. • Cash balances increased by $4.05m to $7.94m • The majority of the shares held by the primarily as a result of increased revenue from our funds as funds under management have grown. As a condition of the Company’s Australian Financial Services (AFS) Licence the Company is required to maintain minimum Net Company to support the advocacy activities were sold during the year resulting in a realised loss of $6,965. An impairment charge of $116,811 was posted to profit and loss in 2012/13. The Company has changed its 1800 021 227 | australianethical.com.au 49 australianethical approach to its Advocacy activities and in the future will not be purchasing shares on its balance sheet to obtain voting blocks in target companies. suppliers. Rebates payable to the Superannuation fund (to eliminate double charging of fees) also increased in line with the increase in the size of the fund. Liabilities Equity Total liabilities increased by $1.78m to $4.76m due to an increase in trade payables which partly as a result of a change in the process for paying Equity has increased by $2.19 million due to net profit after tax of $2.54 million offset by dividends paid during the year. Dividends Dividends paid or declared by the Company to members since the end of the previous financial year were: Cents per share Total amount $ Franked/ Unfranked Date of payment Declared and paid during the financial year Final 2013 Interim 2014 Total Declared after end of year 45 80 460,416 818,522 1,278,938 Franked Franked 4 October 2013 28 March 2014 After balance sheet date, the directors declared the following dividend: Final 2014 120 1,227,776 Franked 3 October 20142 2 Planned payment date Investment Performance All the Australian Ethical products performed strongly over the year with all managed funds ranking in the first or second quartiles when measured against their peers over the past year. 1 year Quartile 3 years Quartile 5 years Quartile 7 years Quartile 10 years Quartile Fund Balanced Smaller companies Smaller companies – Wholesale Larger companies Larger companies – Wholesale Advocacy Advocacy – Wholesale International equities 2nd 2nd 2nd 1st 1st 1st 1st 1st Cash 2nd 3rd 1st - 1st - 1st - 4th 1st 4th 3rd - 1st - - - 4th 1st 1st 1st - 1st - - - 3rd 1st 2nd 1st - 1st - - - - 1st Source: Mercers 30 June 2014. Ranking based on Mercer peer group category. 50 Our Larger Companies fund has achieved top quartile performance over all periods in the past 10 years, confirming again that investment returns do not have to be compromised for ethics. Our Smaller Companies fund is the strongest performing fund in its class over 10 years, demonstrating our long track record on managing money ethically. Events subsequent to reporting date The Company’s fees are primarily based on its funds under management which in turn is impacted by changes in equity markets. Between 30 June 2014 and the date of signing this report the Company’s Funds under Management has increased by 6.1% which is estimated would impact the net profit after tax by $700,500 on a full year basis. Other than as outlined in this report, no matters or circumstances have arisen since the end of the financial year which have or may significantly affect the operations of the Company and its controlled entity, the results of those operations or the state of affairs of the Company in financial years subsequent to the financial year ended 30 June 2014. Outlook–Likely developments and business strategies There is increasing regulatory and competitor pressure on fees within superannuation particularly in MySuper products. The Australian Ethical Retail Superannuation Fund provides a unique offering amongst MySuper regulated funds with strict adherence to a well-developed ethical charter. The strong net inflows into the Fund in 2013/14 demonstrate that members assess the Fund on a number of factors, not just fees. The largest driver of total revenues is the value of funds under management (FUM) which is in turn influenced by the level of the Australian equity market. We have estimated that a 1% change in the S&P/ASX All Ordinaries index will have a full year impact of $82,500 on net profit after tax. Changes to the markets are monitored constantly and where there are sustained drops action will be taken to reduce variable expenses. As noted in the Review of Operations section the Company is actively seeking buyers for its Canberra property. Environmental Regulation The consolidated entity acts as a responsible entity for the Australian Ethical Property Trust and the Australian Ethical Balanced Trust both of which own direct property assets. These fiduciary operations are subject to environmental regulations under both Commonwealth and State legislation in relation to property developments. Approvals for commercial property developments are required by state planning authorities and environmental protection agencies. The licence requirements relate to air, noise, water and waste disposal. The responsible entity is responsible for compliance and reporting under the government legislation. The consolidated entity is not aware of any material non-compliance in relation to these licences during the financial year. The consolidated entity has determined that it is not required to register to report under the National Greenhouse and Energy Reporting Act 2007, which is Commonwealth environmental legislation that imposes reporting obligations on entities that reach reporting thresholds during the financial year. The properties held in the Australian Ethical Property Trust are required to have a minimum of 5 Green star rated or be in respect to social infrastructure. The properties held in the Australian Ethical Balanced Trust do not have a minimum of Green star rating. Auditor’s Independence Declaration A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 33. Indemnification of Directors’ and officers The Company and its controlled entity indemnify the current Directors and officers of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as Directors of the consolidated entity, except where the liabilities arise out of conduct involving a lack of good faith. The Company and its controlled entity will meet the full amount of any such liabilities, including costs and expenses. 1800 021 227 | australianethical.com.au 51 australianethical Insurance The constitution of the Company provides a general indemnity for officers of the company against liabilities incurred in that capacity, including costs and expenses in successfully defending legal proceedings. During the financial year, the company paid a premium to insure the directors (named above), the company secretary and all officers of the company and of any related body corporate against a liability incurred as a director, secretary or officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. During the year the company entered into or maintained deeds of indemnity, insurance and access (Deed) with directors and officers which provides a general indemnity against liabilities incurred in that capacity to the extent permitted by the Corporations Act 2001. The Deed obligates the company to use its reasonable endeavours to obtain and maintain insurance for the benefit of a director or officer of the company and any subsidiary, to the extent that such coverage is available in the market on terms which the company reasonably considers financially prudent and on terms consistent with the practice of comparable companies operating in similar markets. The Deed also provides that the company will pay on behalf of the director or officer or lend to the director or officer the amount necessary to pay the reasonable legal costs incurred by the director or officer in defending an action for a liability incurred as a director or officer of the company or a subsidiary on such terms as the company reasonably determines. The director or officer must repay to the company such legal costs if they become legal costs for which the company was not permitted by law to indemnify the director or officer. The company need not pay or provide a loan to the director or officer to the extent that the director or officer is actually reimbursed for legal costs as they fall due under an insurance policy or otherwise. The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify a director, officer or auditor of the company or of any related body corporate against a liability incurred as such director, officer or auditor. Director’s meetings The number of Directors’ meetings (including meetings of committees of directors of which not all directors are members) and number of meetings attended by each of the directors of the controlling entity during the financial year are set out below. Australian Ethical Investment Limited Director Stephen Gibbs Mara Bun Tony Cole Kate Greenhill Phil Vernon* Ruth Medd Les Coleman André Morony Board Investment People, remuneration and nominations Audit, compliance and risk Eligible Attend Eligible Attend Eligible Attend Eligible Attend 5 5 5 5 5 - - - 5 5 5 5 5 - - - 4 - 4 - - - - 5 4 - 4 - - - - 5 5 - 4 5 - - - 1 5 - 4 5 - - - 1 5 - - 5 - 5 5 - 5 - - 5 - 5 4 - * Whilst Phil Vernon is not a member of the Investment, the People, remuneration and nominations and the Audit, compliance and risk committees he attended all meetings during the year 52 Australian Ethical Superannuation Pty Limited Director Stephen Gibbs Ruth Medd Les Coleman Phil Vernon* Kate Greenhill Board Audit, compliance and risk Eligible Attend Eligible Attend 7 7 7 7 - 7 7 7 7 - 5 5 5 - 5 5 5 5 - 5 * Whilst Phil Vernon is not a member of the Audit, compliance and risk committees he attended all meetings during the year Directors’ relevant interests in securities of the Company Parent entity directors Phil Vernon Fully paid ordinary shares 2014 2,082 2013 1,474 Rights 2014 10,136 2013 6,993 Only Directors with interests are shown in the table above. Directors’ holdings in registered schemes made available by the Company None of the current Directors have holdings in the registered schemes made available by the Company. Several Directors are members of the Australian Ethical Retail Superannuation Fund. Rights as at the date of this report Rights over unissued shares as at the date of this report are as follows: Performance rights reference Number of rights on issue AEFAA AEFAC AEFAE AEFAF 7,589 17,819 17,955 10,693 All performance rights are over unissued shares in the Company. Performance rights expire if the performance conditions are not met at the end of the performance period. No holder of performance rights is entitled, by virtue of holding the performance rights, to participate in any other share issue of the Company or of any other entity. Further details on rights over unissued shares are provided in Note 27 of the attached financial report. Shares issued upon the exercise of share rights 8,061 ordinary shares of the Company were issued during the year ended 30 June 2014 on the conversion of performance rights granted under the Company’s employee share ownership plan. No further shares have been issued since 30 June 2014 to the date of this report. No amounts are unpaid on any of the shares. 1800 021 227 | australianethical.com.au 53 australianethical Remuneration Report 2014 The past year has seen considerable growth in our business as a result of the significant improvements made over the past few years. This has seen us improving the skills and knowledge of the teams across the business and implementing operating efficiencies resulting in improved investment performance and significantly increased net inflows. Structural changes and improvements in operating efficiencies have seen us consolidating and relocating the majority of the business to Sydney. We have invested in the skills of our employees and progressively aligned salaries to more market based levels. As a result of the improved performance of the business the hurdles on Performance Rights issued under our Employee Share Incentive Scheme in 2011 will be met and as a result, 50% will vest. We plan to implement a number of structural changes during the coming year to our remuneration framework following a review conducted by the Board (with the assistance of KPMG) in financial year 2013/14. The proposed changes strengthen and simplify the alignment of the remuneration framework to the business purpose and strategy, and therefore shareholders’ interests. The Board considers this appropriate for the size and structure of the Company. Whilst we will continue to review and refine our remuneration arrangements, we believe the changes we have made have transformed our remuneration practices so that they are contemporary, strongly aligned with shareholders’ interests and motivating for our employees. Stephen Gibbs Chair People, Remuneration & Nominations Committee This report deals with the remuneration arrangements for Australian Ethical Investment Limited’s (“The Company”) Key Management Personnel (KMP). This includes the Non-executive Directors, the Managing Director and the Executives. This has been audited as required by section 308(3C) of the Corporations Act 2001. Terms used throughout the report are defined in the section “Key Terms Used in this Report”. G4-52, G4-53 Governance structure The Role of the People, Remuneration and Nominations Committee The role of the People, Remuneration and Nominations Committee (PRNC) is to help the Board fulfil its responsibilities to shareholders through a strong focus on governance, and in particular, the principles of accountability and transparency. The PRNC operates under delegated authority from the Board. The terms of reference are broad, encompassing remuneration as well as executive development, talent management and succession planning. The PRNC members for the 2013/14 financial year were: • Stephen Gibbs (Chair); • Kate Greenhill; and • Tony Cole. The PRNC met five times during the year. A standing invitation exists to all Directors and the Chair of Australian Ethical Superannuation Pty Ltd to attend PRNC meetings. Attendance at these meetings is set out in the Directors’ Report. At the PRNC’s invitation, the Managing Director and the People and Culture Consultant attended all meetings except where matters associated with their own performance evaluation, development and remuneration were to be considered. The PRNC considers advice and views from those invited to attend meetings and draws on services from a range of external sources, including remuneration consultants. Use of Remuneration Consultants In May 2014, the PRNC appointed KPMG as its principal remuneration consultant to provide specialist advice on executive remuneration and other Group-wide remuneration matters. During the year KPMG provided information to the PRNC in the context of the PRNC’s review of the Remuneration structure which will be implemented from 2014/15. This information did not include any remuneration recommendations pursuant to the Corporations Act. The PRNC also utilised the services of Egan Associates to advise on the company’s non-executive director remuneration arrangements. 54 The PRNC is satisfied that the advice received from both KPMG and Egan Associates was free from undue influence by members of the KMP, about whom the advice may relate, as the advisors were engaged by and reported directly to the PRNC. Managing Director and KMP Performance An annual assessment of the Managing Director is completed by the Chairman and is overseen by the Board, with input from the PRNC. The review includes a 360 review process, measurement of performance against agreed KPI’s and Company performance. The bonus received by the Managing Director during 2013/14 is shown in Table 1: Remuneration Elements and relates to the previous financial year of 2012/2013. This flows from a formula linking the bonus to year on year profit changes and reflects an increase in the results for that previous financial year. The Managing Director is responsible for reviewing the performance of Executives and determining whether their performance requirements were met. Both quantitative and qualitative data is used to determine whether performance criteria are achieved. • align shareholder interests and the Company’s capacity to pay • attract and retain talented people • promote the values of the Charter and be aligned with the purpose of the Company • be simple to administer and to communicate The remuneration philosophy is also consistent with the principles of the Company’s Constitution and Charter. In particular: • • • it is designed to ensure that the Company facilitates “the development of workers participation in the ownership and control of their work organisations and places”–Charter element (a) it is designed so as to not “exploit people through the payment of low wages or the provision of poor working conditions”– Charter element (ix) the incentive structure meets the requirements of Rule 15.1(c) of the Constitution which provides that prior to recommending or declaring any dividend, provision must be made for a bonus or incentive for employees to be paid of up to 30 percent (30%) of what the profit for that year would have been had not the bonus or incentive payment been deducted. Remuneration Policy and Structure Outcomes of votes at Annual General Meetings The Company’s remuneration policy is designed to create a motivating and engaging environment for employees where they feel appropriately paid and incentivised for the contribution they make to the performance of the company. General principles The principles underpinning our remuneration framework are: • pay people fairly for the work that they do • build long term ownership in the company • be motivating for employees • align reward with contribution to Company’s performance At the 2013 AGM, the Remuneration Report received 38.19% of the vote against it out of 61.7% of shareholders that voted on the report. This result constituted a ‘first strike’. A further vote against the Remuneration Report by 25% or more of the voted shares at the 2014 AGM will require another spill motion being put to shareholders. The only comment received from shareholders at the 2013 AGM was regarding the suitability of the average return on equity over 3 years as a KPI for LTIs. The board considered this feedback as part of its review of the Company's remuneration policy and structure for 2014/15 as detailed on page 62. G4-51 1800 021 227 | australianethical.com.au 55 australianethical Remuneration Structure in 2013/14 For the financial year ended 30 June 2014, the remuneration structure comprised the following elements: Remuneration element Fixed Remuneration Each employee’s remuneration is assessed against market data based on their position and the skills and experience they bring to the role. How paid Comprises: • Cash • Superannuation • Packaged employee benefits and associated fringe benefits tax (FBT) Employee Bonus Plan Available to all employees excluding employees who have access to the Short Term Incentive (STI) Program and Non-executive Directors. • Cash Total pool determined with reference to Company’s performance and allocated based on relative remuneration and adjusted to reflect the individual’s performance. Short Term Incentive Management team & certain other employees • Cash (50%) Bonus awarded based on Company profits and performance against set objectives. For the Managing Director objectives include company performance, key strategic outcomes and risk management. For sales and marketing employees objectives include performance against new business and net inflow targets. Investment team Bonus awarded based on Company profits and performance against investment benchmarks. Performance rights linked to the performance of the investment portfolio that their work is most directly related to. Long Term Incentive • Performance Rights (50%) • Cash (50%) • Performance Rights (50%) Total pool is determined and allocated to all employees based on relative remuneration. Certain employees have additional amounts allocated based on market assessments. • Performance Rights Rights vest as shares in 3 years and are subject to company performance hurdles as follows: • • • If Return on Equity “RoE” is less than 15%, no shares are issued If RoE is greater than 15% but less than 20%, half the rights will vest If RoE is greater than 20%, 100% of the rights vest • RoE determined as average over each 6 months over the 3 years Employee Share Incentive Schemes Performance rights issued in respect of the STI and LTI are issued under the employee share incentive schemes (ESIS). Under this scheme a pool of performance rights which would, if exercised, amount to less than 5% per annum of the company’s existing ordinary share capital, is made available. This scheme was originally approved by members at the 2008 Annual General Meeting. The ESIS is split into two categories: individual (issued as part of the Short Term Incentive) and general (issued as the Long Term Incentive). The number of performance rights granted in the 2013/14 financial year (in respect of the 2012/13 financial year) under the general category has been determined based on the previous methodology and then adjusting for the lower number of employees. In 2013/14 there were a number of redundancies prior to the issuance of the 2012/13 LTI rights that reduced the number of employees in the business. In order to ensure the remaining employees did not benefit from the lower employee numbers the LTI pool has been adjusted downwards. 56 Overall constraint In 2012/13 an overall constraint on incentive expense in any performance year was introduced as follows: The total of the following will be no more than 30% of pre-bonus Net Profit After Tax (“NPAT”): • employee bonus plan • all STI other than those excluded below • total LTI amortisation expense • any discretionary allotments to employees It does not include: • that portion of investment team STI that is subject to investment performance. These were paid as the outcomes require; and • Managing Director and CEO’s STI The excluded amounts above have no profit related cap however the amounts are constrained as they are calculated as a percentage of Gross Employment Cost (“GEC”) for each employee Non-executive Directors A review of Non-executive Directors’ remuneration is undertaken annually by the Company Board, taking into account recommendations from the PRNC. The review includes the positions of Chairman and Non-executive Directors and covers duties undertaken, accountability and market rates. Non-executive Directors’ remuneration has been consistently below that of comparative companies and the annual review in June 2013 saw an increase to Non-executive Director remuneration of $12,000 pa, the first increase since 2008, effective from the first full pay period on or after 1 July 2013. The total of Non Executive remuneration remains within the pool approved by shareholders at the 2010 Annual General Meeting. The current Non-executive Director remuneration is still well below comparative companies and the Directors will be seeking to increase the pool available for Non-Executive Director remuneration at the 2014 Annual General Meeting. In addition to fixed remuneration, Non-executive Directors are entitled to be paid reasonable expenses, remuneration for additional services and superannuation contributions. They also receive payment for serving on board committees. Committee payments have not increased since July 2008. Non-executive Directors are not eligible to participate in employee incentive plans. Non-executive Directors’ remuneration by position is as follows: Position Remuneration * ($ p.a.) Australian Ethical Investment Limited Chair Non-Executive Director Audit, Compliance & Risk Committee Chair Audit, Compliance & Risk Committee Member Investment Committee Chair Investment Committee Member People, Remuneration and Nominations Chair People, Remuneration and Nominations Member 54,000 36,000 9,810 4,360 5,450 3,270 2,180 1,635 Australian Ethical Superannuation Pty Ltd Chair Non-Executive Director Audit Compliance and Risk Committee Chair Audit Compliance and Risk Committee Member * inclusive of superannuation 30,000 20,000 9,810 4,360 1800 021 227 | australianethical.com.au 57 australianethical Remuneration Structure in 2014/15 Review of Remuneration structure During the year the PRNC undertook a review of the remuneration structure with the assistance of KPMG. The aim of the review was to simplify the structure, improve employee retention, provide a better line of sight between effort and reward and foster a better culture of employee participation and control as per our Charter. Remuneration element Fixed remuneration Each employee’s remuneration is assessed against market data based on their position and the skills and experience they bring to the role. How paid Comprises: • Cash • Superannuation • Packaged employee benefits and associated fringe benefits tax (FBT) Conditional remuneration All permanent employees are offered an amount of Deferred Shares based on market remuneration data. Shares vest after 3 years subject to continued employment. • Deferred shares This aspect was introduced to strengthen employee retention and foster a long term interest in the performance of the Company. It is consistent with our Charter element which requires the encouragement of employee participation and control. The previous scheme had not achieved the level of employee share ownership it was designed to. Short Term Incentive The purpose of this aspect is to incentivise and reward employees for achieving annual objectives. Employees are assigned a target incentive based on market remuneration data and awarded an outcome based on the achievements against objectives. The specific mix of objectives applicable to an individual will depend on their specific job role. Objectives include strategic projects, social and environmental impact, investment performance, net inflows, client growth, satisfaction and retention, risk management and operational and efficiency measures. The payment method of STIs was changed to 100% cash to simplify the structure and to provide a greater line of sight between the achievement of annual objectives and the reward improving motivation. Long Term Incentive All permanent employees are offered an amount of shares based on market data. The purpose of this aspect is to retain employees and to foster an interest in the long term performance of the Company. Shares vest after 3 years subject to performance hurdles described below under “Performance Hurdles”. Changes to this element include: • change from an RoE hurdle to an Earnings per Share (“EPS”) hurdle described below • change from an allocated pool of rights to be based on a percentage of employee’s remuneration to ensure overall remuneration is market based. • Cash • Deferred shares 58 Deferred shares Deferred shares will be issued under the Employee Share Scheme. However the nature of the scheme will change whereby, rather than being issued as Performance Rights, shares will be issued under an employee share trust. Under this arrangement employees will receive dividends on unvested shares and have voting rights. This is being introduced to foster a greater interest in the performance of the company amongst employees and a greater alignment between employees and shareholders. We believe that this method is far more consistent with the Charter requirement of encouraging employees’ participation and control. Dividends received will be taken into account when benchmarking total remuneration against market data. Performance hurdles The performance hurdles attaching to the Deferred Shares issued as part of the Long Term Incentive will be changed from Return on Equity (“RoE”) to an Earnings per Share (“EPS”) hurdle. We believe that Earnings per Share is a more appropriate target as it is more within the influence of employees and is a driver of long term shareholder value thereby providing better alignment between employees effort and shareholder interests. The hurdles are: • • • if compound EPS growth over 3 years is less than 5%, no shares will vest if compound EPS growth over 3 years is greater than 10%, 100% will vest if compound EPS growth over 3 years is greater than 5% and less than 10%, then a pro rata amount will vest on a straight line basis Constraint A constraint is applied such that the total STI and LTI is no more than 30% of pre-incentive Net Profit After Tax (“NPAT”). Other Matters Employment Contracts All KMPs have formal contracts of employment and are permanent employees of the Company. The Managing Director’s contract is for a fixed term, concluding on 30 March 2016. 12 weeks before the Contract expiry date, the Managing Director may resign by giving the company 12 weeks’ notice in writing. 52 weeks before the Contract expiry date, the Company may terminate the Managing Director’s employment by giving 52 weeks’ notice in writing. In the event the Contract has less than 52 weeks to run before the expiry date, the Company may terminate the Managing Director’s employment by giving notice to the expiry date. All other KMPs have no pre-determined duration of employment or a termination date. The contracts for service between the Company and these KMPs are on a continuing basis. All KMPs have a 12 week notice period in their employment contract and no termination provisions are provided other than the payout of accrued entitlements and notice period. No changes to the contractual arrangements are expected in the immediate future. Hedging Policy Directors and executives participating in the Company’s equity-based plans are prohibited from entering into any transaction which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities. 1800 021 227 | australianethical.com.au 59 australianethical Key Terms Used in this Report EPS: Earnings per share for the purpose of determining performance against LTI performance targets. Executives: The Managing Director’s direct reports other than his Executive Assistant. KMP: Key Management Personnel. Those people who have the authority and responsibility for planning, directing and controlling the Company’s activities, either directly or indirectly. This includes directors, whether executive or otherwise, of Australian Ethical Limited. KPI: Key Performance Indicators. KPI’s are quantifiable measurements, agreed with employees each year that reflect the critical success factors of the company. Targets are set with each employee for each Key Performance Indicator. STI: Short-term incentive. A discretionary incentive paid to employees for meeting annual objectives which are aimed at delivering our strategic plan. LTI: Long-term incentive. An incentive that aligns employee remuneration and sustainable shareholder wealth creation Market Peers: For the purposes of benchmarking remuneration practices Australian Ethical refers to the remuneration practices of listed companies in the diversified financial services industry (excluding major banks and financial services companies in the S&P/ASX 50). RoE: Return on Equity was previously used for the purpose of determining performance against LTI performance targets. Remuneration outcomes Linkage between Company Performance and Remuneration As outlined earlier in this report, STI rewards for KMPs are based on a range of key performance measures. Depending on the position these include a portion linked to current year profit, for the Investment team a portion linked to the performance of the investment funds for which they’re responsible and for the sales and marketing team a portion linked to net flows. The profit portion of these will relate to the previous year to which it is paid. Other elements (eg: investment performance and net flows) are focussed on building long term value and will impact profit performance over the longer term. LTI is subject to average Return on Equity (“RoE”) performance hurdles over the three year vesting period2. The following table shows the Company’s five- year performance. 30 June 2010 30 June 2011 30 June 2012 30 June 2013 30 June 2014 1,023 1,543 2.00 1.03 23.20 12.5% - 1,125 981 2.45 1.13 19.10 15.0% 14.1% 402 859 0.60 0.40 17.50 5.7% 11.1% 1,063 1,675 0.85 1.05 19.50 15.4% 12.0% 2,543 3,111 2.00 2.49 $35.45 29.9% 16.8% Five Year Performance Statutory net profit after tax ($’000) UPAT reported ($’000) Ordinary dividend per share declared with respect to the year ($) Basic earnings per share ($) Closing share price ($) Return on Equity Average Return on Equity over prior three years Outstanding Performance Rights Performance rights issued under the LTI and that are outstanding as at 30 June 2014 are: Issued year Amount Outstanding 2012 2013 2014 7,589 17,819 28,648 2 Commencing from 14/15 EPS growth will replace average RoE as the performance hurdle for LTI. Three year average RoE will remain relevant until past performance rights which use this hurdle either vest or lapse. 60 Key Management Personnel KMP is defined under the Corporations Act as persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. The information contained in the Remuneration Report has been audited by the Company’s external auditor and named directors and executives are key management personnel of the consolidated entity. The Company’s KMPs for the year ended 30 June 2014 are set out below: Name Non-executive Directors Stephen Gibbs Mara Bun Kate Greenhill Tony Cole Ruth Medd Les Coleman Managing Director Position Chair Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director – Subsidiary Board Non-Executive Director – Subsidiary Board Term Full year Full year Full year Full year Full year Full year Phil Vernon Managing Director and Chief Executive Officer Full year Current Management David Barton Adam Kirk David Macri Tom May Stuart Palmer Paul Smith Chief Financial Officer Head of Business Development & Client relations Chief Investment Officer General Counsel & Company Secretary Head of Ethics Head of Marketing Full Year Full Year Full Year Full Year Part Year Full Year The compensation of the KMP’s for the 2013/14 financial year is shown below. Short term employment benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments Total Compensation 2014 $ 1,830,107 156,522 37,269 - 83,309 2,107,207 2013 $ 1,391,480 121,613 21,313 - 150,310 1,684,716 1800 021 227 | australianethical.com.au 61 australianethical Table 1: Remuneration Elements of KMP The following table illustrates the proportion of remuneration that was performance and non-performance based, and the proportion of remuneration received in the form of performance rights during the financial year. Non-executive Directors receive their total remuneration as cash or superannuation contributions. No element is dependent on performance. Non-executive Directors are not eligible to participate in employee incentive plans. NON-EXECUTIVE DIRECTOR'S REMUNERATION SHORT TERM BENEFITS POST EMPLOYMENT BENEFITS LONG TERM BENEFITS Cash Bonus Superannuation $ Long Service Leave $ EQUITY Settled Share- based Payments $ Termination Benefits $ Total $ 9,702 3,889 3,588 894 3,863 819 3,043 800 3,404 2,790 2,778 1,710 1,287 3,424 - 2,121 - 190 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 27,665 16,637 - - - - - - 87,261 46,959 42,333 10,797 45,578 9,890 35,889 9,656 40,150 33,691 32,777 20,649 15,158 41,345 - 25,613 - 2,299 299,146 200,899 SHORT TERM BENEFITS POST EMPLOYMENT BENEFITS LONG TERM BENEFITS Salary, Fees and Leave $ Cash Bonus Superannuation $ Long Service Leave $ EQUITY Settled Share- based Payments $ Termination Benefits $ Total $ Name Stephen Gibbs Tony Cole Kate Greenhill Mara Bun Ruth Medd Les Coleman André Morony Justine Hickey Louise Herron TOTAL MANAGING DIRECTOR AND MANAGEMENT REMUNERATION Name Managing Director & CEO Phil Vernon Current Management David Barton Adam Kirk David Macri Tom May Stuart Palmer Paul Smith 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 Management who have departed during the year Stephen Newnham Philip George TOTAL Salary, Fees and Leave $ 77,559 43,070 38,745 9,903 41,714 9,071 32,847 8,856 36,746 30,901 29,999 18,939 13,871 37,921 - 23,492 - 2,109 271,481 184,262 $ - - - - - - - - - - - - - - - - - - - - 304,814 285,851 228,627 - 233,143 207,937 243,850 228,234 189,867 - 43,615 - 183,813 165,974 17,459 147,553 $ 49,771 15,263 - - 7,247 9,680 43,623 13,956 5,084 - - - 7,713 8,187 - - - 11,760 113,438 58,846 2014 2013 2014 2013 2014 2013 - 112,823 1,445,188 1,148,372 25,000 24,962 21,146 7,623 5,751 5,068 - - 17,773 18,978 24,999 20,923 17,143 - 3,993 4,858 4,217 7,299 4,627 4,103 - 4,045 - - 17,688 15,725 1,116 13,275 4,274 3,514 - 2,108 - - 11,113 128,857 104,976 1,096 37,269 21,314 13,790 49,534 - - - - 8,574 24,994 48,719 55,185 5,670 - - - 6,555 20,597 - - - - 83,309 150,310 - - - - - - - - - - - - - - - - - - 400,998 381,361 254,841 - 271,595 265,806 368,490 322,925 221,867 - 51,653 - 220,043 213,997 18,574 162,936 - 136,792 1,808,061 1,483,818 62 Table 2A: Rights held by KMP Rights Class Balance at beginning of year RIGHTS HOLDINGS No. granted No. forfeited/ Expired No. vested & excercised Balance at end of year Name Managing Director & Management Phil Vernon AEFAF AEFAE AEFAD AEFAC AEFAA AEFAY 2014 Total 2013 Total AEFAF AEFAE AEFAD AEFAC 2014 Total 2013 Total AEFAF AEFAE AEFAD AEFAC AEFAA AEFAY 2014 Total 2013 Total AEFAF AEFAE AEFAD AEFAC AEFAA 2014 Total 2013 Total AEFAF AEFAE AEFAD AEFAC 2014 Total 2013 Total - - 608 2,432 1,472 2,481 6,993 5,744 - - 378 1,142 1,520 - - - 1,790 1,379 827 666 4,662 4,005 - - 250 939 758 1,947 1,098 - - 289 968 1,257 - 2,195 4,037 - - 6,232 3,040 320 856 - - 1,176 1,520 1,924 3,223 358 - - 5,505 3,169 224 720 - - - 944 1,189 340 706 - - 1,046 1,257 - - (2,481) (2,481) (317) - - - - - - - - - - - (666) (666) (250) - - - - - - - - - - - - - - - (608) - (608) (1,474) - - (378) - (378) - - - (2,148) - - (2,148) (2,262) - - (250) - - (250) - - - (289) - (289) - 2,195 4,037 - 2,432 1,472 - 10,136 6,993 320 856 - 1,142 2,318 1,520 1,924 3,223 - 1,379 827 - 7,353 4,662 224 720 - 939 758 2,641 2,287 340 706 - 968 2,014 1,257 Adam Kirk David Macri Tom May Paul Smith Management who have departed during the year Philip George 2014 Total 2013 Total - 2,981 - 1,744 - (4,335) - (390) - - 1800 021 227 | australianethical.com.au 63 australianethical Table 2B: Shares held by KMP SHARE HOLDINGS Balance at begining of year Acquired/Granted as remuneration On exercise of options/rights Net Change Other Balance at end of year PARENT ENTITY NON-EXECUTIVE DIRECTOR'S HOLDINGS 2014 Justine Hickey 2013 MANAGING DIRECTOR AND MANAGEMENT HOLDINGS Name Managing Director & CEO Phil Vernon 2014 2013 Current Management Adam Kirk David Macri Tom May Paul Smith Management who have departed during the year Philip George 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 1,200 1,200 - - - - - - 1,474 - - - 608 1,474 - - 266 - 344 - - - - - - 2,262 - - - - 378 - 2,148 - 250 344 289 794 1,104 - - - - 390 - - - - - (1,996) (594) - - - (100) (700) 1,200 1,200 2,082 1,474 378 - 2,414 266 - 344 289 - 694 794 "Net change other" incorporates changes resulting from purchases, sales and forfeitures during the year: • shares issued are fully paid • balance represents shareholdings by key management personnel including their related parties as required by AASB 124 Related Party Disclosures Equity based remuneration consisting of performance rights under the Company’s employee share incentive scheme are provided above and in Note 27 of the attached financial report. Table 3: Remuneration of KMP’s by components The following table sets out the actual remuneration received by executives at the Company including cash paid and the value of equity vested. Proportion of elements of remuneration related to performance Proportion of elements of remuneration not related to performance Name Non-Executive Directors Stephen Gibbs Tony Cole Kate Greenhill Mara Bun Ruth Medd Les Coleman André Morony Justine Hickey Louise Herron % % - - - - - - - - - Managing Director and Management Non-salary cash- based incentives Options/rights Fixed salary/fees Total Shares % % % % % % % % - - - - - - - - - - - - - - - - - - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - - - Phil Vernon David Barton Adam Kirk David Macri Tom May Stuart Palmer Paul Smith 12 - 3 12 2 - 4 - - - - - - - 3 - 3 13 3 - 3 84 100 94 75 95 100 94 100 100 100 100 100 100 100 Executives who left during the year Stephen Newnham Philip George - - - - - - 100 100 - - 64 KMP Loans The employee loan scheme was initiated in 2009 to allow employees to purchase company shares. The scheme was in existence for the 2009/2010 year and not offered subsequently. The final remaining loan was repaid in full in December 2012. Start of year balance $ Interest charged $ Interest not charged $ Write-off $ End of year balance $ No. of KMP’s at end of year 2014 2013 - 7,455 - 204 - - - - - - - - This directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors. Phil Vernon Managing Director & Chief Executive Officer Dated: 29 August 2014 1800 021 227 | australianethical.com.au 65 australianethical Independent Auditor’s Report 66 1800 021 227 | australianethical.com.au 67 australianethical Independent Auditor’s Declaration 68 Consolidated statement of financial position as at 30 June 2014 Current assets Cash and cash equivalents Trade and other receivables Financial assets Other current assets Assets classified as held for sale Total current assets Non-current assets Property, plant and equipment Intangible assets Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Current tax liabilities Short-term provisions Total current liabilities Non-current liabilities Trade and other payables Deferred tax liabilities Other long-term provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity The accompanying notes form part of these Consolidated Financial Statements. Consolidated entity Note 30 June 2014 $ 30 June 2013 $ 9 10 11 12 22 13 14 15 16 17 18 16 17 18 7,944,669 2,745,404 11,576 361,971 2,237,500 13,301,120 3,894,666 2,474,109 107,150 220,039 2,519,599 9,215,563 459,480 83,222 395,856 938,558 620,110 94,573 348,165 1,062,848 14,239,678 10,278,411 3,470,104 757,459 232,175 4,459,738 1,936,805 409,094 259,298 2,605,197 202,382 1,110 93,800 297,292 253,632 30,896 92,061 376,589 4,757,030 2,981,786 9,482,648 7,296,625 19 20 21 6,432,479 1,117,509 1,932,660 9,482,648 6,278,225 349,328 669,072 7,296,625 1800 021 227 | australianethical.com.au 69 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2014 Revenue External services Employee benefits Depreciation and amortisation Occupancy Marketing and communication costs Fund related expenses Other expenses Loss on disposal of assets Impairment of available-for-sale securities Impairment of property, plant and equipment Community grants expense Profit/(Loss) before income tax expense Income tax expense Profit/(Loss) for the year Consolidated entity Note 30 June 2014 4 5 5 5 5 5 5 5 $ 19,889,186 (2,018,497) (7,147,703) (271,402) (439,408) (1,007,823) (2,769,603) (1,502,344) (15,214) - 13,22 (282,099) (302,300) 4,132,793 30 June 2013 Restated $ 16,378,387 (1,345,329) (6,626,560) (392,436) (435,937) (643,932) (2,857,325) (1,406,994) (63,308) (116,811) (436,000) (117,291) 1,936,464 6 (1,590,267) (873,427) 2,542,526 1,063,037 Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit or loss Net gain/(loss) on revaluation of available-for-sale-investments, net of tax Net realised loss on available-for-sale-investments, net of tax 20 (1,157) (6,965) (1,259) - Reclassification adjustments relating to available-for-sale financial assets disposed of during the year, net of tax Reclassification adjustments relating to available-for-sale financial assets impaired during the year, net of income tax Total items that may be reclassified subsequently to profit or loss Other comprehensive income/(loss) for the year, net of tax Total comprehensive income for the year - - 5,924 116,811 (8,122) 121,476 (8,122) 121,476 2,534,404 1,184,513 Profit attributable to members of the parent entity 2,542,526 1,063,037 Total comprehensive income attributable to members of the parent entity 2,534,404 1,184,513 Earnings per share Basic (cents per share) Diluted (cents per share) 8 8 248.51 241.13 104.84 102.37 The accompanying notes form part of these Consolidated Financial Statements. 70 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Consolidated statement of changes in equity for the year ended 30 June 2014 Issued Capital Ordinary $ Asset Revaluation Reserve $ Note Share- based Payment Reserve $ Retained Earnings $ Total $ 6,038,301 (117,429) 419,500 367,349 6,707,721 - - - 1,063,037 1,063,037 - 121,476 - - 121,476 - 121,476 - 1,063,037 1,184,513 19 239,924 - 7 - (239,924) - - (761,314) (761,314) - - Balance at 1 July 2012 Profit attributable to members of the parent entity Other comprehensive income for the year Total comprehensive income for the year Transactions with owners in their capacity as owners: Shares issued during the year Dividends paid or provided for Share-based payment expense 27 (C) - - 165,705 - 165,705 Balance at 30 June 2013 6,278,225 4,047 345,281 669,072 7,296,625 Balance at 1 July 2013 Profit attributable to members of the parent entity Other comprehensive income/(loss) for the year Total comprehensive income for the year Transactions with owners in their capacity as owners: Shares issued during the year Dividends paid or provided for 6,278,225 4,047 345,281 669,072 7,296,625 - - - 2,542,526 2,542,526 - (8,122) - - (8,122) - (8,122) - 2,542,526 2,534,404 19 154,254 - 7 - (154,254) - - (1,278,938) (1,278,938) - - Share-based payment expense 27 (C) - - 930,557 - 930,557 Balance at 30 June 2014 6,432,479 (4,075) 1,121,584 1,932,660 9,482,648 The accompanying notes form part of these Consolidated Financial Statements. 1800 021 227 | australianethical.com.au 71 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Consolidated statement of cash flows for the year ended 30 June 2014 Consolidated entity Note 30 June 2014 $ 30 June 2013 $ Cash flows from operating activities Receipts from operations Payment to suppliers & employees Interest/distributions received Income tax paid Community grants paid Net cash provided by operating activities 24(b) Cash flows from investing activities Purchase of property, plant & equipment Proceeds from sale of property, plant & equipment Reimbursement for the purchase of property, plant & equipment Proceeds from sale of investments Purchase of intangibles Proceeds from loan repayments Net cash provided by investing activities Cash flows from financing activities Dividends paid Net cash used in financing activities 27,867,317 (21,215,081) 142,725 (1,320,489) (117,300) 16,046,911 (13,455,797) 93,699 (452,908) (53,325) 5,357,172 2,178,580 (87,000) 1,364 - 86,755 (29,350) - (28,231) (335,997) - 320,601 230,645 (99,550) 52,114 167,813 (1,278,938) (1,278,938) (761,314) (761,314) Net increase in cash and cash equivalents 4,050,003 1,585,079 Cash and cash equivalents at beginning of year 3,894,666 2,309,587 Cash and cash equivalents at end of year 24(a) 7,944,669 3,894,666 The accompanying notes form part of these Consolidated Financial Statements. 72 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 1. Reporting Entity Australian Ethical Investment Limited (the 'Company') is a company domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2014 comprises the Company and its wholly owned subsidiary, Australian Ethical Superannuation Pty Limited (together referred to as the 'Group' and individually as 'Group entities'). The Group is a for-profit entity for the purposes of preparing financial statements. Australian Ethical Investment Limited is the Responsible Entity (RE) for a range of ethically managed investment schemes. Australian Ethical Superannuation Pty Limited is the Registrable Superannuation Entity (RSE) of Australian Ethical Retail Superannuation Fund. The consolidated financial report for the consolidated entity as of and for the year ended 30 June 2014 is available at www.australianethical.com.au. The consolidated financial report was authorised for issue by the directors on 25 August 2014. 2. Statement of significant accounting policies a) Statement of compliance These consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASB's) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB). b) Basis of preparation The consolidated financial statements have been prepared on the historical cost basis, except for the property, plant and equipment and financial instruments which are measured at fair value or amortised cost, as explained in the accounting policies below. The consolidated financial statements are presented in Australian dollars, which is the Group's functional currency. The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial statements. The accounting policies have been consistently applied, unless otherwise stated. c) Business combinations Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the group. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. d) Income tax i. Current income tax expense The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items and any adjustment to tax payable in respect to previous years. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting date. ii. Deferred tax asset Deferred tax is accounted for using the statement of financial position liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to be applied to the temporary differences when they reverse. Deferred tax is credited in the consolidated statement of 1800 021 227 | australianethical.com.au 73 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised. iii. Tax group Australian Ethical Investment Limited and its wholly owned entity Australian Ethical Superannuation Pty Limited have formed an income tax consolidated group under the Tax Consolidation System. Australian Ethical Investment Limited is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidated group. The tax consolidated group has a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. Under the tax sharing agreement Australian Ethical Superannuation Pty Limited agrees to pay its share of the income tax payable to Australian Ethical Investment Limited on the same day that Australian Ethical Investment Limited pays the ATO for group tax liabilities. e) Property, plant and equipment i. Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses (see accounting policy e(iii)). Cost includes expenditures that are directly attributable to the acquisition of the asset. Cost of self-constructed assets includes cost of materials, direct labour, an appropriate proportion of overheads, and where relevant, the initial estimates of the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings. ii. Subsequent costs The consolidated entity recognises the cost of replacing part of an item of property, plant and equipment in the carrying amount of that item when the cost is incurred, it is probable that future economic benefits embodied within the item will flow to the consolidated entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs are recognised in profit or loss as an expense when incurred. iii. Impairment of tangible assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined 74 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. iv. Depreciation The depreciable amount of all fixed assets including buildings, is depreciated over their estimated useful lives on a straight-line basis to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives for current and comparative periods are as follows: Class of fixed asset Estimated useful life Buildings 5 – 40 years Plant & Equipment 2.6 – 10 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, annually. v. Intangible assets The development of the Group's website has been capitalised as an intangible asset and carried at cost less accumulated amortisation and accumulated impairment losses. Additional developments were made to the website during the year ended 2014. Amortisation is recognised on a straight-line basis over the estimated useful life of two and a half years. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. f) Cash and cash equivalents Cash and cash equivalents include cash on hand and deposits held at call with banks. g) Financial instruments i. Recognition The Group initially recognises loans and receivables, trade and other payables at fair value on the date that they are originated. All other financial instruments are initially recognised on trade date, which is the date the Group becomes party to the contractual rights or obligations. Subsequent to initial recognition these instruments are measured as set out below. ii. Available-for-sale financial assets The Group holds available-for-sale financial assets, which are financial assets not classified as assets held at fair value through profit or loss, loans and receivables or held- to-maturity investments. Available-for-sale financial assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at fair value other than impairment losses and are recognised in other comprehensive income and presented in the Asset Revaluation Reserve in equity. iii. Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payables that are not quoted in an active market are classified as 'loans and receivables' subsequent to initial recognition. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. iv. Fair value Fair value is determined based on current bid prices for all quoted investments. Investments in unlisted unit trusts are valued at the redemption price as reported by the fund's responsible entity. v. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. vi. Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a significant or prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the consolidated statement of profit or loss and other comprehensive income. 1800 021 227 | australianethical.com.au 75 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements h) Other financial liabilities iii. Share-based payment transactions Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. i) Employee Benefits i. Wages, salaries, annual leave, sick leave and non-monetary benefits Liability for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the reporting date represent present obligations resulting from employees' services provided to the reporting date. These liabilities are calculated at undiscounted amounts based on wage and salary rates that the consolidated entity expects to pay as at the reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating benefits, such as sick leave, are not provided for but are expensed as the benefits are taken by the employees. Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or subsidised goods and services are expensed based on the net marginal cost to the consolidated entity as the benefits are taken by the employees. A provision is recognised for the amount expected to be paid under short-term bonus or profit-sharing plans if the consolidated entity has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee. Employee benefits includes an amount of $409,831 for redundancy costs incurred during the year as a result of closure of the Canberra office. ii. Long service leave The liability for long service leave is recognised in the provision for employee benefits and expected future payments are discounted based on period of service. The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payments with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true- up for differences between expected and actual outcomes. iv. Employee bonus The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the Group's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. j) Community grants expense The Company’s Constitution states that the directors before recommending or declaring any dividend to be paid out of the profits of any one year must have first: (i) paid or provisioned for payment to current employees, or other persons performing work for the Group, a work related bonus or incentive payment, set at the discretion of the directors, but to be no more than 30 percent (30%) of what the profit for that year would have been had not the bonus or incentive payment been deducted. (ii) gifted or provisioned for gifting an amount equivalent to ten percent (10%) of what the profit for that year would have been had not the above mentioned bonus and amount gifted been deducted. Provision for community grants expense has been made in the current year. 76 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements k) Provisions n) Earnings per share Provisions are recognised when the Group has a legal or constructive obligation, as a result of a past event, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. l) Revenue and income recognition i. Revenue from the provision of services Revenue is earned from provision of services to customers outside the consolidated entity. Revenue is recognised when services are provided. ii. Investment income Interest income is recognised as it accrues taking into account the effective yield of the financial asset. Dividend income is recognised in profit or loss on the date the entity's right to receive payment is established which, in the case of quoted securities, is the ex-dividend date. Unit trust distributions are recognised in profit or loss as they are received. iii. Proceeds from sale of investments Net gains or losses on disposal of non-current assets are included in profit or loss. The gain or loss arising from disposal of an item of property, plant and equipment is determined as the difference between net disposal proceeds, being the cash price equivalent where payment is deferred, and the carrying amount of the item. Profit or loss on disposal of assets is brought to account at the date an unconditional contract of sale is signed. m) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of GST. Cash flows are presented in the consolidated statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. All revenue is stated net of the amount of GST. The consolidated entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. i. Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, by the weighted average number of ordinary shares outstanding during the financial year. ii. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of the interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. o) Leases For the current and prior financial year only operating leases have been held by the Group. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. p) Segment reporting The consolidated entity determines and represents operating segments based on the information that internally is provided to the Managing Director (MD), who is the consolidated entity's chief operating decision maker. An operating segment is a component of the consolidated entity that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the consolidated entity's other components. All operating segments' operating results are 1800 021 227 | australianethical.com.au 77 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements regularly reviewed by the consolidated entity's MD to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results are reported to the MD including items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, and income tax expenses, assets and liabilities. q) Comparative figures Certain comparative amounts in the consolidated statement of profit and loss and other comprehensive income have been reclassified or represented, primarily as a result of a change in the classification of member administration services from external services to fund related expenses (see Note 5) during the current year. r) Critical accounting estimates and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected. Information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements is discussed in: • Note 11–Valuation of financial instruments • Note 13–Valuation of property, plant and equipment • Note 15–Recoverability of deferred tax assets • Note 18–Provisions • Note 27–Recognition and measurement of share based payments s) Application of new and revised accounting standards Standards and interpretations affecting amounts reported in the current period The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 July 2013. • AASB 10 Consolidated Financial Statements (2011) – see (i); • AASB 12 Disclosure of Interests in Other Entities – see (ii); • AASB 13 Fair Value Measurement – see (iii); • AASB 119 Employee Benefits – see (iv); • AASB 2012-5 Annual Improvements to Australian Accounting Standards 2009-2011 Cycle – see (v); and • AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements – see (vi). The nature and effect of the changes are further explained below. i. Subsidiaries As a result of AASB 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. AASB 10 (2011) introduces a new control model that is applicable to all investees, by focusing on whether the Group has the power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns. In particular, AASB 10 (2011) requires the Group to consolidate investees that it controls on the basis of de facto circumstances. In accordance with the transitional provisions of AASB 10 (2011), the Group reassessed the control conclusion for its investees at 1 July 2013. As a result the Group has not changed its control conclusion in respect of any of its investments. 78 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements ii. Disclosure of interests in other entities As a result of changes to AASB 12, the standard requires disclosures that inform the users of the nature and risks associated with interests in other entities and the effect of those interests on the Group. Specifically, to understand the composition of the Group, and the impact that interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entity interests have in the Group’s activities and cash flows. Additionally, to evaluate the nature of, and changes in, the risks associated with interests in other entities. As a result of the application of AASB 12, the Group reassessed the disclosure requirements, however this did not result in any changes to consolidated financial statements. iii. Fair value measurement AASB 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by other AASBs. In particular, it unifies the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other AASBs, including AASB 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required in these condensed consolidated interim financial statements for financial instruments; accordingly, the Group has included additional disclosures in this regard. In accordance with the transitional provisions of AASB 13, the Group has applied the new fair value measurement guidance prospectively, and has not provided any comparative information for new disclosures. Notwithstanding the above, the change had no significant impact on the measurements of the Group’s assets and liabilities. iv. Employee benefits As a result of changes to AASB 119 (as revised in 2011), the Group has assessed the amendments for the first time. ASB 119 changes the accounting for defined benefit plans and termination benefits. The most significant changes relate to the accounting for changes in defined benefit obligations and plan assets. The Group has reassessed the relevant transitional provisions and have deemed that this did not result in any changes to the consolidated financial statements. v. Segment information The amendment to AASB 134 clarifies that the Group needs to disclose the measures of total assets and liabilities for a particular reportable segment only if the amounts are regularly provided to the Group’s chief operating decision maker, and there has been a material change from the amount disclosed in the last annual financial statements for that reportable segment. The Group has regarded this amendment, and it does not require any additional disclosure of segment liabilities. vi. Key Management Personnel disclosures AASB 2011-4 removes the individual key management personnel disclosure requirements in AASB 124 ‘Related Party Disclosures’. As a result the Group only discloses the key management personnel compensation in total and for each of the categories required in AASB 124. In the current year the individual key management personnel disclosure previously required by AASB 124 (note 26 in the 30 June 2013 financial statements) is now disclosed in the remuneration report due to an amendment to Corporations Regulations 2001 issued in June 2013. vii. Comparative figures Where required comparative figures have been adjusted to conform with changes in presentation for the current financial period. viii. Summary of quantitative impact The adoption of all the new and revised Standards and Interpretations has not resulted in any material changes to the Group's accounting policies and has no material effect on the amounts reported for the current or prior years. The application of any amendments does not result in any impact on profit or loss, other comprehensive income and total comprehensive income to the Group or its subsidiary. 1800 021 227 | australianethical.com.au 79 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements Standards and interpretations in issue not yet adopted A number of new accounting standards and amendments have been issued but are not yet effective. The Australian Ethical Group has not elected to early adopt any of these new standards or amendments in this Financial report. The impact on the financial position or performance of the Australian Ethical Group of these new standards and amendments is currently being assessed by management. Standard/Interpretation AASB 9 ‘Financial Instruments’, and the relevant amending standards AASB 2012-3 'Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2018 30 June 2018 1 January 2014 30 June 2015 IFRS 15 ‘Revenue from contracts with customers’ 1 January 2017 30 June 2017 3. Auditors’ remuneration Remuneration of the auditors for: Auditors of the Group KPMG Australia - Audit and review of consolidated and subsidiary financial statements 2014 $ 2013 $ 31,700 31,000 - Audit services in accordance with regulatory requirements 35,600 27,000 Audit services for non-consolidated trusts and superannuation fund: KPMG Australia - Audit and review of managed funds for which the consolidated entity acts as responsible entity1 - Audit and review of superannuation fund for which the subsidiary entity acts as responsible superannuation entity 1 - Audit services in accordance with regulatory requirements 1 109,400 88,000 20,500 15,000 49,600 24,000 Total audit fee attributable to the audit of non-consolidated funds 179,500 127,000 Non-audit services Auditors of the Group - Tax and other accounting advice Total Other audit firms Net Balance (Audit of the Sustainability Report) 111,708 358,508 87,956 272,956 2014 $ 2013 $ 9,530 16,623 1 These fees are incurred by the consolidated entity and are effectively recovered from the funds via management fees. 80 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 4. Revenue Operating activities - Management & Trustee fees (net of rebates) - Member & withdrawal fees - Reimbursed expenses from Trusts and superannuation fund - Interest income Cash and cash equivalents Loans and receivables at amortised cost - Other revenue Total revenue 5. Expenses External services expense - Ethical research - Audit fees - Consultants - Legal services - Other Total external services expense Employee benefits expense - Staff remuneration - Directors fees - Bonus and rights amortisation expense - Other employment cost Total employee benefits expense Depreciation and amortisation expense - Depreciation expense - Amortisation expense Total depreciation and amortisation expense 2014 $ 2013 $ 9,451,802 1,442,946 8,835,679 11,386,962 1,348,303 3,419,530 142,725 - 16,034 19,889,186 86,927 2,491 134,174 16,378,387 2014 $ 2013 $ 291,612 358,508 770,132 193,806 404,439 2,018,497 295,426 272,956 430,952 143,624 202,371 1,345,329 5,649,196 243,115 1,223,083 32,309 7,147,703 5,902,946 182,992 510,884 29,738 6,626,560 230,701 40,701 271,402 369,713 22,723 392,436 1800 021 227 | australianethical.com.au 81 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements Occupancy expenses - Premises - Rates and taxes - Electricity, gas & telephone - Lease provision - Other occupancy costs Total occupancy expenses Marketing & communication costs - Printing and stationery - Marketing Total marketing & communication costs Fund related expenses - Administration and custody expenses - Licence fee - PDS expense - APRA levy expense - Other fund related expenses Total fund related expenses Other expenses - Insurance - IT - Travel - Subscriptions and listing - Other expenses Total other expenses Total expenses 2014 $ 2013 $ 224,010 30,504 105,345 - 79,549 439,408 205,634 49,410 87,874 44,494 48,525 435,937 135,343 872,480 1,007,823 147,581 496,351 643,932 2,388,409 219,247 14,150 117,110 30,687 2,769,603 2,298,745 294,389 135,832 122,646 5,714 2,857,325 118,592 862,614 271,770 37,712 211,656 1,502,344 116,696 607,213 258,440 208,060 216,585 1,406,994 15,156,780 13,708,513 Restatement of 30 June 2013 Comparatives In preparing Note 5 – Expenses, it was identified that some expenses had been incorrectly classified in the Consolidated statement of Profit or Loss and other comprehensive income for the year ended 30 June 2013. The primary change was to the classification of Member Administration Services from External services to Fund related expenses. Reclassifying these expenses improves the comparability of expenses between financial years. Details are provided below. Consolidated statement of profit or Loss External services Fund related expenses Other expenses Actual 30 June 2013 $ Reclassification $ Restated Actual 30 June 2013 $ 3,183,776 1,329,929 1,095,943 (1,838,447) 1,527,396 311,051 1,345,329 2,857,325 1,406,994 82 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 6. Income tax expense a) The components of tax expense comprise: - Current tax - Deferred tax expense/(benefit) b) Reconciliation of income tax expenses to prima facie income tax payable Profit Before Tax 2014 $ 2013 $ 1,668,854 (78,587) 1,590,267 824,368 49,059 873,427 2014 $ 2013 $ 4,132,793 1,936,464 Prima facie income tax expense calculated at 30% (2013: 30%) 1,239,838 580,939 Increase in income tax expense due to: - Other non-deductible items - Under/(over) provision for income tax in prior year - Effect of unrecognised non-deductible permanent differences - Net unrealised losses on available-for-sale investments - Net realised losses on available-for-sale investments - Impairment loss on available-for-sale securities Income tax expense attributable to profit for the year The applicable weighted average effective tax rates are as follows: c) Amounts recognised directly in equity Deferred tax Available-for-sale revaluation Total income tax recognised directly in equity (673) (11,153) 364,692 (347) (2,090) - 1,590,267 25,476 (15,668) 247,637 - - 35,043 873,427 38% 45% 2014 $ 2013 $ (1,110) (1,110) 539 539 The current tax liabilities for the consolidated entity in note 17 represents income taxes payable in respect of the current financial year. In accordance with tax consolidation legislation, the Company, as head entity of the Australian tax-consolidated group, has assumed the current tax asset/(liability) recognised by members in the tax consolidated group. 1800 021 227 | australianethical.com.au 83 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 7. Dividends a) Dividends paid 2014 Final 2013 ordinary Interim 2014 ordinary 2013 Final 2012 ordinary Interim 2013 ordinary Cents Per Share Total Amount $ 45 80 125 460,416 818,522 1,278,938 Cents Per Share Total Amount $ 35 40 75 355,280 406,034 761,314 Franked1/ Unfranked Franked Franked Franked1/ Unfranked Franked Franked Date of Payment 4 October 2013 28 March 2014 Date of Payment 5 October 2012 28 March 2013 1 All franked dividends declared or paid during the year were franked at a rate of 30 per cent and paid out of retained earnings. b) Subsequent Events Since the end of the financial year, the directors declared the following dividend. The dividends have not been provided for and there are no tax consequences. Cents Per Share Total Amount $ 120 1,227,776 Franked1/ Unfranked Franked Date of Payment 3 October 2014 Final 2014 ordinary 8. Earnings per share Earnings per share (EPS) Basic earnings per share Diluted earnings per share The following reflects the income and share information used in calculating the basic and diluted earnings per share: Net profit after tax Weighted average number of ordinary shares used in calculation of basic EPS Weighted average number of rights outstanding Weighted average number of ordinary shares used in calculation of dilutive EPS 2014 CPU 2013 CPU 248.51 241.13 104.84 102.37 2014 $ 2,542,526 2013 $ 1,063,037 Shares Shares 1,023,103 1,013,963 31,315 24,435 1,054,418 1,038,398 84 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 9. Cash and cash equivalents Cash on hand Bank balances Deposits at call 2014 $ 300 3,994 7,940,375 7,944,669 2013 $ 300 1,310,004 2,584,362 3,894,666 Cash at bank earns interest at floating rates based on daily bank deposit rates. Deposits at call is money invested in high interest bank account. Interest is calculated daily based on daily bank deposit rates. The average interest rate was 2.41%, (2013: 2.80%). 10. Trade and other receivables Trade receivables 2014 $ 2,745,404 2,745,404 2013 $ 2,474,109 2,474,109 The average credit period is 30 days. This note should be read in conjunction with Note 28(c). 11. Financial assets Assets and liabilities held for sale at 30 June 2014 comprise listed securities held to support the advocacy activities of the Advocacy Fund. Available-for-sale financial assets carried at fair value 2014 $ 11,576 11,576 2013 $ 107,150 107,150 - A realised loss of $6,965 (2013: $63,308) has been recognised in the consolidated statement of profit or loss and other comprehensive income as a result of disposal of a number of shares held. 12. Other current assets Other current assets Prepayments 2014 $ 22,947 339,024 361,971 2013 $ 40,675 179,364 220,039 - 1800 021 227 | australianethical.com.au 85 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 13. Property, plant and equipment Land and buildings Leasehold improvements - at cost Accumulated depreciation Total land and buildings Plant and equipment - at cost Accumulated depreciation Total plant and equipment Total property, plant and equipment Movements in carrying amounts Land Balance at the beginning of year Reclassified as held for sale Carrying amount at the end of year Leasehold improvements Balance at the beginning of year Additions Depreciation expense Reclassified as held for sale Carrying amount at the end of year Buildings Balance at the beginning of year Depreciation expense Impairment loss 1 Reclassified as held for sale Carrying amount at the end of year Plant and equipment Balance at the beginning of year Additions Disposals Depreciation expense Carrying amount at the end of year Total 2014 $ 2013 $ 370,491 (36,386) 334,105 320,601 (6,632) 313,969 1,565,389 (1,440,014) 125,375 1,619,935 (1,313,794) 306,141 459,480 620,110 - 2014 $ 2013 $ - - - 230,000 (230,000) - 313,969 49,890 (29,754) - 334,105 733,233 320,601 (67,550) (672,315) 313,969 - - - - - 2,133,876 (80,592) (436,000) (1,617,284) - 2014 $ 2013 $ 306,141 37,110 (91,656) (126,220) 125,375 524,638 15,396 (6,284) (227,609) 306,141 459,480 620,110 - 1 As at 30 June 2013 a valuation of the Property asset (land and buildings) classified as held for sale was conducted in accordance with the Group's policy by Jones Lang LaSalle and Knight Frank, independent valuers not related to the Group, to determine the fair value. Based on advice received from independent valuers the directors determined that the value of the property was below the carrying value and have noted an impairment of $436,000. Valuers Jones Lang LaSalle and Knight Frank are both members of the Institute of Valuers of Australia. The valuation was determined by reference to recent market transactions on arm's length terms. Estimated selling costs of $80,401 including agent’s commission and associated legal costs were deducted from the independent valuation to determine the carrying value. 86 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 14. Intangible assets Capitalised Website development - at cost Accumulated amortisation Total intangibles Movements in carry amounts Capitalised Website development Balance at the beginning of year Additions Disposals Amortisation expense Carrying amount at the end of year 15. Tax assets Deferred tax assets The balance comprises temporary differences attributable to: Amounts recognised in profit or loss Employee benefits Community grants Loss on sale of financial instrument Audit fees Movements Opening balance at 1 July Credited/(charged) to the consolidated statement of profit or loss and other comprehensive income Credited/(charged) to equity Closing balance at 30 June 16. Trade and other payables a) Current Trade payables Unearned income Sundry payables and accrued expenses Employee bonus payable b) Non-current Unearned Income 2014 $ 128,900 (45,678) 83,222 2013 $ 99,550 (4,977) 94,573 94,573 29,350 - (40,701) 83,222 17,746 99,550 (6,038) (16,685) 94,573 2014 $ 2013 $ 265,817 92,118 - 37,921 395,856 276,897 35,187 17,225 18,856 348,165 348,165 396,685 47,691 - 395,856 (49,059) 539 348,165 - 2014 $ 2013 $ 1,445,704 60,668 1,678,714 285,018 3,470,104 242,676 80,155 1,547,048 66,926 1,936,805 - 202,382 202,382 253,632 253,632 1800 021 227 | australianethical.com.au 87 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 17. Tax liabilities Current tax liabilities Income tax payable Deferred tax liabilities The balance comprises temporary differences attributable to: Amounts recognised in profit or loss: Stamp duty on leasehold property Gain on revaluation of financial instrument Movements Opening balance at 1 July Credited/(charged) to the consolidated statement of profit or loss and other comprehensive income Credited/(charged) to equity Closing balance at 30 June 18. Provisions Current Employee benefits - long service leave Onerous lease provision (see below) Non-Current Employee benefits - long service leave Onerous lease provision Opening balance at 1 July Additional provisions recognised Provision written off in current financial year Closing balance at 30 June 2014 $ 2013 $ 757,459 757,459 409,094 409,094 - 1,110 1,110 30,896 - 30,896 30,896 35,087 (30,896) 1,110 1,110 (4,191) - 30,896 - 2014 $ 2013 $ 232,175 - 232,175 214,803 44,495 259,298 93,800 93,800 92,061 92,061 44,495 (44,495) - - 44,495 - 44,495 - The lease in relation to the onerous lease provision was terminated during the year. The amount for 2013 represents the present value of the future lease payments that the Consolidated Entity is presently obligated to make under non-cancellable onerous operating lease contracts, less revenue expected to be earned on the lease, including estimated future sub-lease revenue, where applicable. 88 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 19. Contributed equity Share Capital: 1,023,147 (2013: 1,015,086) ordinary shares a) Movements in Share Capital 2014 $ 6,432,479 2013 $ 6,278,225 Balance at the beginning of year Shares issued Employee share ownership plan Balance at end of year 2014 2013 No. of Shares $ No. of Shares $ 1,015,086 6,278,225 1,003,035 6,038,301 8,061 154,254 12,051 239,924 1,023,147 6,432,479 1,015,086 6,278,225 At 30 June 2014 there were 1,023,147 (2013: 1,015,086) fully paid ordinary shares which have no par value. The Company does not have authorised capital or par value in respect of its issued shares. b) Rights i. For detailed information relating to the Australian Ethical Investment Limited employee share ownership plan, including details of rights issued, exercised and lapsed during the financial year and the rights outstanding at year-end, refer to Note 27 Share-based payments. ii. For information related to rights issued to key management personnel during the financial year refer to the remuneration report contained within the Directors' report. c) Ordinary shares Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meeting each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. d) Capital management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group's overall strategy remains unchanged from 2013. The capital structure of the Group consists of equity of the Group (comprising issued capital, reserves, and retained earnings). Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of distributions to shareholders and share issues. The Group has external capital requirements and at all times during the year the Group has met all externally imposed capital requirements. Further details on the external capital requirements are contained in Note 28(e)(ii). 1800 021 227 | australianethical.com.au 89 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 20. Reserves, net of tax Asset revaluation reserve Balance at the beginning of year Unrealised gains/ (losses) from revaluation Cumulative unrealised loss reclassified to profit or loss on impairment of available-for-sale financial assets Cumulative realised loss reclassified to profit or loss on sale of available-for-sale financial assets Balance at the end of year Share-based payments reserve Balance at the beginning of year Shares issued during the year Share based payment expense Balance at the end of year Total Reserves a) Nature and purpose of reserves i. Asset revaluation reserve 2014 $ 2013 $ 4,047 (1,157) (117,429) (1,259) - 116,811 (6,965) (4,075) 5,924 4,047 345,281 (154,254) 930,557 1,121,584 419,500 (239,924) 165,705 345,281 1,117,509 349,328 The asset revaluation reserve represents the cumulative gains and losses arising on the revaluation of available-for-sale financial assets that have been recognised in other comprehensive income, net of amounts reclassified to the consolidated statement of profit or loss and other comprehensive income when those assets have been disposed of or are determined to be impaired. ii. Share-based payment reserve The share-based payment reserve relates to rights granted by the Group to its employees under its share-based payment arrangement. Items included in the share-based payment reserve will not be reclassified subsequently to profit or loss. Further information about share-based payments to employees is set out in Note 27. 21. Retained earnings Balance at the beginning of year Profit for the year Dividends Balance at the end of year 2014 $ 669,072 2,542,526 (1,278,938) 1,932,660 2013 $ 367,349 1,063,037 (761,314) 669,072 90 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 22. Assets classified as held for sale Land and buildings1 2014 $ 2,237,500 2013 $ 2,519,599 1 As at 30 June 2014 a valuation of the Property asset (land and buildings) classified as held for sale was conducted in accordance with the Group's policy by Jones Lang LaSalle and Knight Frank, independent valuers not related to the Group, to determine the fair value. Based on advice received from independent valuers the directors determined that the value of the property was below the carrying value and have noted an impairment of $282,099. Valuers Jones Lang LaSalle and Knight Frank are both members of the Institute of Valuers of Australia. The valuation was determined by reference to recent market transactions on arm's length terms. Estimated selling costs of $75,000 including agent’s commission and associated legal costs were deducted from the independent valuation to determine the carrying value. As at the balance sheet date, the Consolidated Entity intends to dispose of the property and an active sales campaign is underway. Details on the properties valuation and estimated selling costs for the year ended 30 June 2013 are disclosed in note 13. 23. Commitments and contingencies a) Leasing arrangements Operating leases relate to leases of office premises for a term of 5 years. The Group does not have an option to purchase the premises at the expiry of the lease period. Payments recognised as an expense Minimum lease payments Non-cancellable operating lease commitments Not later than 1 year Later than 1 year and not later than 5 years Liabilities recognised in respect of non-cancellable operating leases Lease incentives Current Non-current 2014 $ 2013 $ 207,591 186,474 222,890 662,670 885,560 296,196 937,056 1,233,252 60,668 202,382 263,050 80,155 253,632 333,787 During 2013, the Group entered into a five year lease for office premises in Sydney CBD. The lease terms allow for annual rent increases of 4.25% together with a market review in year three of the lease. The lease of premises at Bligh Street was cancelled during the year. b) Guarantees The Group has provided a guarantee for $221,733 over the rental of building premises at 130 Pitt Street. c) Other commitments The Group has no other commitments. 1800 021 227 | australianethical.com.au 91 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 24. Cash flow information a) Reconciliation of cash Cash at the end of the financial year as shown in the consolidated statement of cash flows is reconciled to the related items in the statement of consolidated financial position as follows: Cash on hand Cash at bank Deposits at call b) Reconciliation of cash flows from operations with net profit from ordinary activities after income tax expense Net profit from ordinary activities after income tax expense Non-cash flows in operating profit: Depreciation and amortisation Loss on disposal of property, plant & equipment Adjustment to Fixed assets upon transition Loss on sale of investment Tax effect on sale of investments recognised in financing activities Share rights expensed Impairment loss Recognition of unearned income Changes in assets and liabilities: Increase in trade and other receivables Increase in other current assets (Increase)/decrease in deferred tax assets Increase in trade and other payables Decrease in provisions Increase in current tax liability Decrease in deferred tax liability 2014 $ 2013 $ 300 3,994 7,940,375 7,944,669 300 1,310,004 2,584,362 3,894,666 2,542,526 1,063,037 271,402 15,214 350 - 392,436 12,322 50,985 (1,110) (52,060) 930,557 282,099 (70,737) 165,705 552,811 (28,017) (271,295) (141,932) (47,691) 1,554,594 (25,384) 348,365 (29,786) (758,110) (46,441) 48,520 359,680 (6,347) 428,250 (4,191) Net cash provided by operating activities 5,357,172 2,178,580 92 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 25. Related party transactions Australian Ethical Investment Limited is the ultimate parent entity and owns 100% of Australian Ethical Superannuation Pty Limited. Australian Ethical Investment Limited acts as the responsible entity for the Australian Ethical Trusts (Australian Ethical Balanced Trust, Australian Ethical Smaller Companies Trust, Australian Ethical Cash Trust, Australian Ethical Larger Companies Trust, Australian Ethical International Equities Trust, Australian Ethical Property Trust, Australian Ethical Fixed Interest Trust and the Advocacy Fund). Australian Ethical Superannuation Pty Limited acts as trustee for the Australian Ethical Retail Superannuation Fund. Transactions between related parties are on commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. a) Australian Ethical Trusts Transactions between Australian Ethical Investment Limited, as responsible entity, and the Australian Ethical Trusts during the financial year consisted of: (i) Transactions whereby Australian Ethical Investment Limited provides investment services to and seeks expense reimbursement from the Australian Ethical Trusts in accordance with the trust deed. (ii) Transactions whereby Australian Ethical Investment Limited provides accounting services to the Australian Ethical Trusts. (iii) Transactions whereby Australian Ethical Investment Limited seeks expense reimbursement from the Australian Ethical Trusts in accordance with the trust deed. (iv) Outstanding balances at balance date: (a) Amounts receivable from the Australian Ethical Trusts b) Australian Ethical Retail Superannuation Fund (i) Transactions whereby Australian Ethical Superannuation Pty Limited provides investment services/ (rebate of investment services) to the Australian Ethical Retail Superannuation Fund. (ii) Transactions whereby Australian Ethical Superannuation Pty Limited provides Administration/Trustee services to the Australian Ethical Retail Superannuation Fund. (iii) Transactions whereby Australian Ethical Superannuation Pty Limited provides Member Administration services to the Australian Ethical Retail Superannuation Fund. (iv) Transactions whereby Australian Ethical Superannuation Pty Limited seeks reimbursement of expenses from the Australian Ethical Retail Superannuation Fund. (v) Amounts receivable from the Australian Ethical Retail Superannuation Fund. 2014 $ 2013 $ 15,978,015 11,174,132 - 587,184 - 886,829 1,689,795 1,170,980 2014 $ 2013 $ (8,549,666) (6,717,098) 10,652,828 6,929,928 1,442,946 1,348,303 - 1,945,517 888,253 1,303,228 1800 021 227 | australianethical.com.au 93 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements Terms and conditions No provision for doubtful debts has been raised in relation to any outstanding balances and no expense has been recognised in respect of bad or doubtful debts due from related parties. Outstanding balances are unsecured and are repayable in cash. 26. Key management personnel compensation a) Key management personnel Names and positions of key management personnel (directors and named executives) at any time during the financial year: Parent entity directors Name Stephen Gibbs Mara Bun Tony Cole Kate Greenhill Phil Vernon Position Chairperson, non-executive Director, non-executive Director, non-executive Director, non-executive Managing Director & Chief Executive Officer, executive Departed Parent entity directors Name André Morony Position Director, non-executive Stephen Newnham Director, Business Development, executive Other key management personnel David Barton Adam Kirk David Macri Tom May Stuart Palmer Paul Smith Chief Financial Officer General Manager, Business Development Chief Investment Officer General Counsel & Company Secretary Head of Ethics & Corporate Advocacy General Manager, Strategy & Communications b) Key management personnel compensation Short term employment benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments Total compensation 2014 $ 1,830,107 156,522 37,269 - 83,309 2,107,207 2013 $ 1,391,480 121,613 21,313 - 150,310 1,684,716 Further key management personnel remuneration details are included in the Remuneration Report section of the Directors' Report. 94 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 27. Share based payments The following share-based payment arrangements existed at 30 June 2014: During this reporting period, Australian Ethical Investment Limited issued 8,061 (2013: 12,051) ordinary shares on conversion of 8,061 (2013: 12,051) AEFAD performance rights for nil consideration granted under its employee share incentive scheme in December 2012. This conversion of performance rights resulted in an increase in ordinary shares of 8,061 (2013: 12,051). • During the 2012 reporting period 33,837 performance rights in two classes (identifiers: AEFAA and AEFAB) were granted. • During the 2013 reporting period 30,926 performance rights in two classes (identifiers: AEFAC and AEFAD) were granted. • During the 2014 reporting period 28,648 performance rights in two classes (identifiers: AEFAE and AEFAF) were granted. Under the Australian Ethical Investment Limited employee share incentive scheme (ESIS) participants are granted performance rights to ordinary shares, subject to meeting specified performance criteria over the performance period. The number of shares that the participant will ultimately receive will depend on the extent to which the performance criteria are met by the Group and the individual employee. These rights were issued for nil consideration. These rights hold no voting or dividend rights. Subject to the terms and conditions of the ESIS rules, the performance rights have the following attributes determining whether shares will be issued in respect of the rights. ASX Code Number Granted Attributes AEFAE 17,955 i. employment must continue until 30 June 2016 ii. the average return on equity over the performance period ("AROE") must exceed 15%pa or no shares shall be awarded at the end of the performance period; – – if the AROE exceeds 15%pa but less than 20%pa, half the maximum number of shares shall be awarded; if the AROE is equal to or greater than 20%pa the maximum number of shares shall be awarded. AROE is determined as the average of return on equity over six month periods calculated using audited half-year financial statements. AEFAF 10,693 i) employment must continue until 1 July 2014. ii) the number of shares that will be issued to each employee in respect of their performance rights under this category will be adjusted up or down by a maximum 20%, dependent on the absolute performance of one of the Group's managed investment schemes, for which the employee has responsibility or provides significant input; a managed investment scheme has been agreed between the Group and the employee. Performance will be measured over a period of 1 July 2013 to 30 June 2014. a) Performance rights reconciliation 1800 021 227 | australianethical.com.au 95 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements b) Performance rights summary Rights Class Performance Year Grant date Vesting date No. Granted No. Forfeited No. Vested No. Expired Balance AEFAY FY11-FY13 AEFAA FY12-FY14 AEFAC FY13-15 AEFAD FY12 AEFAE FY14-16 AEFAF FY13 c) Fair value - Rights 2011 2012 2013 2013 2014 2014 30/06/2013 20,582 (12,189) 30/06/2014 19,195 (11,606) 30/06/2015 23,357 (5,538) - - - 30/06/2013 8,535 (474) (8,061) 30/06/2016 17,955 30/06/2014 10,693 - - - - (8,393) - - - - - - 7,589 17,819 - 17,955 10,693 All rights were calculated at grant date based on the underlying share prices minus estimated net present value of future dividends that the holders of rights are not entitled to. Included under employee benefits expense in the consolidated statement of profit or loss and other comprehensive income is $930,557 (2013: $165,705) relating to rights issued under the employee share ownership plan. 28. Financial risk management The Group has exposure to the following risks arising from financial instruments: – Market Risk – Credit risk – Liquidity risk This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk. a) Risk management framework The Group recognises that risk is part of doing business and that the ongoing management of risk is critical to its success. The approach to managing risk is articulated in the Risk Appetite Statement. The Risk & Compliance Manager is responsible for the design and maintenance of the risk and compliance framework, establishing and maintaining group wide risk management policies, and providing regular risk reporting to the Board, the Audit, Compliance & Risk Committee (ACRC). The Board regularly monitors the overall risk profile of the group and sets the risk appetite for the group, usually in conjunction with the annual planning process. The Board is responsible for ensuring that management have appropriate processes in place for managing all types of risk, ranging from financial risk to operational risk. To assist in providing ongoing assurance and comfort to the Board, responsibility for risk management oversight has been delegated to the ACR. The main functions of this Committee are to oversee the consolidated entity’s accounting policies and practices, the integrity of financial statements and reports, the scope, quality and independence of external audit arrangements, the monitoring of the internal audit function, the effectiveness of risk management policies and the adequacy of insurance programs. This Committee is also responsible for monitoring overall legal and regulatory compliance. The activities of the consolidated entity expose it to the following financial risks: credit risk, liquidity risk and market risk. These are distinct from the financial risks borne by customers which arise from financial assets managed by the consolidated entity in its role as fund manager, trustee and responsible entity. The following discussion relates to financial risks exposure of the consolidated entity in its own right. b) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market exposure. The Group is only exposed to interest rate and price risk through its cash and cash equivalents, loans and available-for- sale investments. 96 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements iii. Market risks arising from Funds Under Management The Group’s revenue is significantly dependent on Funds Under Management (‘FUM’) which is influenced by equity market movements. Management calculates the expected impact on revenue for each 1 per cent movement in the S&P/ASX All Ordinaries Index. Based on the level of the S&P/ASX All Ordinaries Index at the end of 30 June 2014, a 1% movement in the market changes annualised revenue by approximately $82,500 (2013: $70,000). It is worth noting this movement is not linear to the overall value of the market. This means that as the market reaches higher or lower levels, a 1% movement may have a larger or smaller effect on revenue as FUM and FUA are comprised of both equity market and non-equity market- sensitive asset classes. iv. Equity price risk The Group is exposed to equity price risk through its investments held in listed securities and investments in unlisted unit trusts. Market securities are held to support its advocacy activities. In order to manage the risk of adverse price movement’s securities are only held for the period in which the Group is engaging with the target company. i. Currency risk The exposure to currency risk, as defined in AASB 7 Financial Instruments: Disclosures, arises when financial instruments are denominated in a currency that is not the functional currency of the entity and are of a monetary nature. Hence the gains/(losses) arising from the translation of the controlled entities’ financial statements into Australian dollars are not considered in this note. All of the monetary financial instruments held by the consolidated entity, being liquid assets, receivables, interest-bearing liabilities and payables are denominated in Australian dollars. Hence fluctuations in exchange rates do not impact the profit/(loss) for the year or shareholders’ equity. ii. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The consolidated entity’s exposure to interest rate risk arises predominantly on cash balances held with banks. In order to manage the interest rate risk relating to bank deposits the CFO reviews the interest rates on those deposits on a regular basis. At the end of the reporting period, the Group had the following exposure to interest rate risk: An increase of 1% in interest rates at the end of the period would have increased equity and profit for the year by $79,447 (2013: $38,947). A decrease of 1% would have an equal and opposite effect. At the end of the reporting period, the Group had the following exposure to market securities price risk: Listed securities Total 2014 $ 11,576 11,576 2013 $ 107,150 107,150 An increase of 10% of market prices at the end of the year would have increased equity by $1,158 (2013: $10,715). A decrease of 10% would have an equal and opposite effect. The impact on the profit or loss of the Group would be immaterial. 1800 021 227 | australianethical.com.au 97 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements c) Credit Risk Credit risk is the risk of financial loss from a counterparty failing to meet its contractual commitments. The Group is predominantly exposed to credit risk on its deposits with banks and financial institutions, outstanding receivables and committed transactions. The maximum exposure of the Group to credit risk on financial assets which have been recognised on the balance sheet is the carrying amount, net of any provision for doubtful debts. The Group manages this risk by settling the receivables from the managed investment schemes and superannuation funds on a monthly basis and holding cash and cash equivalents at financial institutions with a Standard & Poor’s rating of ‘A’ or higher. The table below outlines the Group’s maximum exposure to credit risk as at reporting date. Cash and cash equivalents Trades and other receivables Total 2014 $ 7,944,669 2,745,404 10,690,073 2013 $ 3,894,666 2,474,109 6,368,775 There is currently no past due receivables as at 30 June 2014 (2013: nil). d) Liquidity risk Liquidity risk is the risk that the financial obligations of the Group cannot be met as and when they fall due without incurring significant costs. The Group’s approach to managing liquidity is to maintain a level of cash or liquid investments sufficient to meet its ongoing financial obligations. The Group manages liquidity risk by continually monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets. In addition, a twelve month forecast of liquid assets, cash flows and balance sheet is reviewed by the Board annually as part of the budget process to ensure there is sufficient liquidity within the Group. Trade and other payables have the following remaining contractual maturities at the end of the reporting period of financial liabilities: e) Capital management i. Capital requirements The Group manages its capital to ensure that the level of financial conservatism is appropriate for the Company’s businesses including acting as custodian and manager of clients’ assets. Capital is managed to provide business stability and accommodate the growth needs of the Group. Part of the capital management of the Company is to determine the dividend policy. Dividends paid to shareholders are typically in the range of 80–100 per cent of the Group’s net profit after tax attributable to members of the Company, which is in line with the historical dividend range paid to shareholders. In certain circumstances, the Board may declare a dividend outside that range. As at year end the Company had no long term debt arrangements. ii. External requirements In connection with operating a funds management business in Australia the Group is required to hold an Australian Financial Services Licence (AFSL). As a holder of an AFSL, the Australian Securities & Investment Commission (ASIC) requires the Group to: – prepare 12-month cash-flow projections which must be approved at least quarterly by directors, and reviewed annually by auditors; – hold at all times minimum Net Tangible Assets (NTA) the greater of: – $150,000 – 0.5% of the average value of scheme property (capped at %=$5 million); or – 10% of the average responsible Entity revenue (uncapped). The Group must hold at least 50% of its minimum NTA requirement as cash or cash equivalents and hold at least $50,000 in Surplus Liquid Funds (SLF). The Group has complied with these requirements at all times during the year. 98 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 29. Fair value measurements The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Available-for-sale financial assets - Listed securities at fair value Available-for-sale financial assets - Listed securities at fair value 2014 Level 1 $ 11,576 11,576 Level 2 $ Level 3 $ - - - - Total $ 11,576 11,576 2013 Level 1 $ 107,150 107,150 Level 2 $ Level 3 $ - - - - Total $ 107,150 107,150 There were no transfers between Level 1 and 2 in the year. 30. Parent entity information The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to note 2 for a summary of the significant accounting policies relating to the Group. Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Retained earnings Reserves Total equity Profit/(loss) for the year Other comprehensive income/(loss) Total comprehensive income/(loss) Parent entity 2014 $ 2013 $ 7,527,495 2,936,448 10,463,944 4,092,743 3,898,448 7,991,191 2,924,003 327,085 3,251,088 1,982,870 122,957 2,105,827 6,432,479 (343,796) 1,124,173 7,212,856 6,278,225 (742,189) 349,328 5,885,364 1,685,451 (8,122) 1,677,329 (223,509) 121,476 (102,033) 1800 021 227 | australianethical.com.au 99 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements 31. Subsidiaries Details of the Group's subsidiaries at the end of the reporting period are as follows. Name of the subsidiary Principal activity Australian Ethical Superannuation Pty Limited Trustee of the Australian Ethical Retail Superannuation Fund Place of incorporation and operation Proportion of ownership interest and voting power held by the Group 30 June 2014 30 June 2013 Australia 100% 100% or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418. 3. The directors have been given the declarations required by section 295A of the Corporations Act 2001 from the chief executive office and chief financial officer for the financial year ended 30 June 2014. 4. The Directors draw attention to note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors: Phil Vernon Managing Director & Chief Executive Officer Dated at Sydney this 29th day of August 2014. 32. Events subsequent to reporting date The Company’s fees are primarily based on its funds under management which in turn is impacted by changes in equity markets. Between 30 June 2014 and the date of signing this report the Company’s Funds Under Management has increased by 6.1% which is estimated would impact the net profit after tax by $700,500 on a full year basis. Other than as outlined in this report, no matters or circumstances have arisen since the end of the financial year which have or may significantly affect the operations of the Company and its controlled entity, the results of those operations or the state of affairs of the Company in financial years subsequent to the financial year ended 30 June 2014. Directors’ Declaration 1. In the opinion of the directors of Australian Ethical Investment Limited (the “Company”): a. The consolidated financial statements and notes that are set on pages 36 to 71 and the remuneration report on page 15 to 33 in the Directors’ report, are in accordance with the Corporations Act 2001, Including: i. Giving a true and fair view of the Group’s financial position as at 30 June 2014 and of its performance for the financial year ended on that date; and ii. Complying with Australian Accounting Standards and the Corporations Regulations 2001; and b. There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. 2. There are reasonable grounds to believe that the company and the group entities identified in Note 31 will be able to meet any obligations 100 Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements Corporate Governance Statement 2014 Australian Ethical Investment Limited This statement has been prepared under the ASX Corporate Governance Principles and Recommendations with 2010 Amendments (2nd edition) (“Principles and Recommendations”) and discloses the extent to which Australian Ethical Investment Ltd (“Company”) has followed the Principles and Recommendations during the reporting period. This statement will be posted to the ‘About Us’ section of the Company’s website. Principle 1 - Lay solid foundations for management and oversight The Company has formalised the functions reserved to the Board and those delegated to management. • Approval of the issue of shares and options; • Approval of significant changes to managed investment scheme fees, including discount programs; • Approval of significant changes to products or product offerings; • Approval of bonuses and community grant amounts; • Approval of the terms and conditions for any employee share ownership scheme, or if shareholder approval is required, approval of recommendations to shareholders; • Approval of employee performance based remuneration programs; • Approval of dividend payments and any DRP; • Authorisation of the issue of managed investment scheme PDSs; • Approval of risk management and compliance programs; Board responsibilities • Approval of significant Group policies; The Board is directly responsible for the following activities. • Approval of indemnity, crime, director and officer and similar insurance programs; • Setting the strategic direction of Australian Ethical; • Annual appraisal of the Board; • Approval of Board committee fees; • Recommendation to shareholders on the aggregate level of directors’ fees; • Approval of individual director fees; • Appointment and removal of the CEO; • Annual appraisal of the CEO; • Approval of the annual operational and capital expenditure budget and any material revisions; • Approval of major contracts, acquisitions or disposals which have not been approved in the budget; • Authorisation of Board project expenditure; • Sign-off of the annual audited accounts and directors’ report for the Australian Ethical group; G4-34, G4-38, G4-42 • Protection and promotion of the Australian Ethical Charter. The following general delegations are also in place. The Chair of the Board is delegated with all necessary authority to carry out the following functions. Inside the boardroom • Acting as the link between the Board and the Company when the CEO is unable to perform this role. • Establishing and maintaining an effective working relationship with the CEO. • Setting the tone for the Board, including the establishment of a common purpose. • Chairing Board meetings efficiently and shaping the agenda in relation to goals, strategy, budget and executive performance. 1800 021 227 | australianethical.com.au 101 australianethical • Work with the Company Secretary and CEO to ensure that appropriate information is presented to the Board. • Ensuring contributions by all Board members and reaching consensus when making decisions. • Motivating Board members and where appropriate dealing with underperformance. • Overseeing the process for appraising Board members individually and the Board as a whole. • Overseeing conducting and finalising negotiations for the CEO’s employment and evaluating the CEO’s performance. • Assisting with the selection of Board committee members. Outside the boardroom • Communicating with shareholders on matters of corporate governance. • Chairing general meetings of shareholders. • Ensuring compliance with ASX Listing Rules and continuous disclosure requirements. • Speaking with large investors. • In conjunction with the CEO, communicating Board views to staff. Board Committees – are delegated with all necessary authority to carry out their functions as set out in Board committee charters. The CEO – is delegated with all necessary authority to run Australian Ethical on an ongoing, day to day basis other than those responsibilities reserved to the Board and delegations (general or specific) made by the Board to the Chair, Board committees, Directors or other senior executives. Specifically the CEO is delegated with responsibility and authority for the following: • • Implementing the strategic direction set by the Board; Implementing the risk management and compliance programs approved by the Board; • Approval and maintenance of Expenditure and Payment Guidelines; • Approval and maintenance of Employee Authorisations; • Employment, termination and suspension of staff; • Employee remuneration; • Employee policies and procedures. G4-38, G4-39, G4-44 The above responsibilities and delegations are made public through the publication of this statement and its inclusion in the corporate governance section of the Company’s website. Evaluating the performance of senior executives Executive performance is evaluated in accordance with the Company’s performance review guidelines. The Chair conducts the CEO’s performance review. The CEO conducts the performance reviews of other senior executives. In relation to senior executives the CEO completes a draft performance review and discusses it with the relevant executive. The discussion also covers: • objectives for the coming year, aspirations and areas for improvement; • the executive’s competencies and qualifications to ensure they remain applicable. If not, a training program is developed to bring the executive to the appropriate level; and • where remuneration is subject to performance hurdles, the achievement of those hurdles is reviewed and the amount of any performance based remuneration is determined. In relation to the CEO, the process is for the Chair to conduct the review and present the results of the review to the Board. The Board then has an opportunity to provide feedback to the CEO and to consider recommendations from the Chair on the CEO’s remuneration package. An evaluation of the CEO and senior executives was undertaken in the financial year in accordance with the processes described above. Principle 2 - Structure the board to add value Independent directors A director is an independent director if they are a non executive director and: • not a substantial shareholder (as defined in the Corporations Act) or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • have not within the last three years been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment; 102 • within the last three years have not been a principal or employee of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided; • are not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; • have no material contractual relationship with the Company or another group member other than as a director of the Company; • have not served on the Board for more than 9 years; • are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. The list reflects the relationships set out in the Principles and Recommendations. Unless there are specific qualitative factors relevant to the relationship, the Board is generally of the view that a quantitative materiality threshold arises at 10% of the relevant amount – considered from both the Company’s perspective and that of the other party. The classification of directors who held office during or since the end of the financial year is set out below. Director Status Stephen Gibbs (Chair) Non independent Non André Morony Mara Bun Tony Cole, AO Kate Greenhill Phillip Vernon Stephen Newnham Executive Director Independent Non Executive Director Independent Non Executive Director Independent Non Executive Director Independent Non Executive Director Non independent Executive director Non independent Executive Director Appointed 25 July 2012; elected on 20 November 2012; appointed Chair on 1 March 2013 André’s term expired at the end of the 2013 AGM; he chose not to stand for re-election. Mara was appointed by the Board on 4 February 2013 and was elected to a three year term at the 2013 AGM with 77.8% of the vote cast for her election. Tony was appointed by the Board on 4 February 2013 and was elected to a three year term at the 2013 AGM with 85.7% of the vote cast for his election. Kate was appointed by the Board on 22 February 2013 and was elected to a three year term at the 2013 AGM with 79.1% of the vote cast for her election. Phillip is the Managing Director and CEO. Steve resigned on 24 July 2013 after accepting a position with another financial services organisation. On 30 June 2013 the Board was comprised of three independent non-executive directors, one non independent non-executive director and one executive director. Stephen Gibbs was appointed as a director by the Board on 25 July 2012 and was voted into office at the 2012 AGM with 99.8% of the vote cast for his election. Stephen was the Chair of CAER Pty Ltd, a major supplier of ethical research services to the Company. Consequently, Stephen, as a former officer of a material supplier, is classified as a non- independent non-executive director until 24 July 2015. Stephen has been the Chair of the Board since 1 March 2013. There have been no changes to board membership over the course of the reporting year. The Board is dominated by independent directors. This is consistent with the Principles and Recommendations and the Board’s intention is to keep this balance as it represents best corporate governance and alignment with the Australian Ethical Charter. Independent legal and other professional advice Subject to the qualifications below director’s have a right to seek independent legal and other professional advice at the Company’s expense on any aspect of the Company's operations or undertakings in order to fulfil their duties and responsibilities as directors. The right of directors to seek independent legal and other professional advice at the Company’s expense is subject to them complying with the following requirements. G4-38 1800 021 227 | australianethical.com.au 103 australianethical • They must have the prior approval of the Chair to seek the specific independent legal and other professional advice. • ensure the directors have the appropriate mix of competencies to enable the Board to discharge its responsibilities effectively; • They must ensure that the costs • develop Board succession plans to ensure are reasonable. • Any advice received must be made available to the rest of the Board unless either the Chair or the Board agree that the rest of the Board does not need to see the advice. Chair of the Board As noted above Stephen Gibbs, the Chair during the reporting period, is considered to be a non independent director. However, it is the Board’s view that this classification is the result of a strict application of the Principles and Recommendations rather than being indicative of any actual conflict. Nomination Committee The Board has a People, Remuneration and Nominations Committee comprising Steve Gibbs, Kate Greenhill and Tony Cole. Attendance at meetings is detailed in the directors’ report. A summary of the Committee’s Charter is available from the corporate governance section of the Company’s website. Board and director evaluation A Board assessment was commenced but not completed in the relevant period. The Board was formed in February 2013 and since that time has worked on establishing effective work routines and cohesion. It is the Board’s intention to conduct annual board assessments and to periodically work with an external facilitator. an appropriate balance of skills, diversity, experience and expertise is maintained; • make recommendations to the Board relating to the appointment and retirement of directors. The People, Remuneration and Nominations Committee considers the above responsibilities, the current Board composition, any nominations or suggestions for directorship and the assessment of incumbent directors when making recommendations to the Board on composition on an annual basis. Principle 3 – Promote ethical and responsible decision making The Company is an ethical investment company that manages money in accordance with the Australian Ethical Charter. The Charter is in the Company’s constitution and informs all aspects of the Company’s operations. The Charter is available on the Company’s website. Code of conduct The Company has a code of conduct that applies to directors and staff. It is available on the Company’s website. Share trading The Company has a share trading policy that applies to directors and staff. Diversity Director skills and experience The time in office, skills, experience and expertise of each director in office during the year is included in the directors’ report. The Company has a diversity policy that includes measurable objectives for achieving gender diversity and requires annual assessment against the objectives and progress in achieving them. The Diversity Policy States: Selection and appointment of directors and re-appointment of incumbents The People, Remuneration and Nominations Committee has the following responsibilities: • assess the necessary and desirable competencies of directors; “ AEI’s Board of Directors will establish measurable objectives for achieving gender diversity in the workplace and will undertake a review of progress against these objectives annually.” G4-40 104 The following Gender Diversity Targets have been adopted: Target Date 30 June 2013 31 December 2016 Target • 25% of the AEI Board will be female • 25% of Management at AEI will be female • 40% of the AEI Board will be female • 40% of Management at AEI will be female While this policy is aimed at increasing female representation at no time will AEI have more than: A summary of the Audit Committee’s Charter is on the Company’s website. • 75% of either gender up to 31 December 2016; or • 60% of either gender after 31 December 2016. As at 30 June 2014 40% of the Board were female reflecting the importance the Company places on achieving gender diversity. In relation to management 13% were female compared to 22% the previous year. As a small organisation turnover of small numbers of employees can have a significant impact on gender diversity and our size also makes achieving a desired gender mix more challenging. We are taking positives steps to improve the level of female representation at management level including: • ensuring that our recruitment and selection practices include formal consideration of the desired diversity profile; • ensuring where possible that candidates are interviewed by a diverse selection of employees in the workplace; • developing a pool of skilled and experienced employees, in particular women, through initiatives focused on skills development, such as leadership development/executive mentoring programs or more targeted initiatives relating to career advancement including those that develop skills that prepare employees for management roles. Principle 4 - Safeguard integrity in financial reporting Audit Committee Throughout the period, the Board had an Audit Committee consisting of four members being two external members, an independent non- executive director and a non-independent non- executive director. The qualifications of those appointed to the Audit Committee are provided in the directors’ report, as are the number of meetings of the committee and attendance at meetings. As two members of the Audit Committee are not directors of the Company, it does not comply with recommendation 4.2 “consists solely of non executive directors”. However, the Board is of the view that notwithstanding this the structure of the Audit Committee is consistent with the spirit of the recommendations and the Committee is able to perform its functions with independence and diligence. In particular it is noted that: • • the Audit Committee is comprised only of non executives, is chaired by an independent chair who is not the Chair of the Board and currently has three other members; the Audit Committee speaks directly to the external auditor in the absence of executive management at meetings and as required at other times. The Audit Committee considers the performance and independence of the external auditor over the course of a reporting period. In selecting an external auditor the Board seeks competence, industry experience, integrity and independence. In normal circumstances, appointment of the external auditor will typically continue for a significant number of years. Rotation of external audit engagement partners occurs in accordance with the rotation requirements of the Corporations Act 2001. A significant change for the Company was the appointment by the AGM in November 2013 of KPMG as auditors of the Company, its subsidiary, the registered managed investment schemes and the Superannuation Fund. Principle 5–Make timely and balanced disclosure The Company has written policies and procedures designed to ensure compliance with the ASX Listing Rule disclosure requirements and accountability at senior executive level for compliance. The disclosure policy appears in the corporate governance section on the Company’s website. 1800 021 227 | australianethical.com.au 105 australianethical Principle 6 - Respect the rights of shareholders The Company does not have a separately documented policy for shareholder communication. However: The Board requires management to implement the risk management system and to report to it on whether material business risks are being appropriately managed. During the relevant period, management has reported to the Board’s Audit, Compliance and Risk Committee. • • the website includes comprehensive sections that provide shareholders (and other stakeholders) with information about corporate activities (including Company announcements); the website also provides shareholders with guidance on a range of issues concerning the management of their shareholdings; CEO and CFO sign-off of financial reports The Company requires the CEO and the CFO to state in writing to the Board that the financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operating results and are in accordance with relevant accounting standards. The CEO and CFO certify to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal control, and that the system is operating effectively in all material respects in relation to financial reporting risks. Principle 8 - Remunerate fairly and responsibly People, Remuneration and Nominations Committee The Board has a People, Remuneration and Nominations Committee. Details of attendance at meetings of the committee are provided in the directors’ report. A summary of the Committee’s Charter is available in the corporate governance section of the Company’s website. Details of remuneration Details of remuneration paid to directors and key management personnel during the reporting period are set out in the directors’ report. The report distinguishes the structure of non executive director remuneration and that of executive directors. Non executive directors receive fees for serving as a director in the form of cash payments, plus superannuation contributions. They do not participate in bonus or equity schemes designed for the remuneration of executives. • a facility is available to shareholders to be advised via e-mail when announcements are made; • • the Company has a very active social media presence that keeps shareholders and other stakeholders continually updated on issues relevant to the Company and responsible investments; the Company has a regular sequence of communication points with investors and members including a newsletter, Good Money, for trust and superannuation investors; • since listing the Company has also produced a shareholder newsletter; • • the Board recently resolved to hold AGM’s in various locations to promote participation and dissemination of information to all shareholders; the Company also produces a sustainability report using Global Reporting Initiative guidelines. The sustainability report is available on the Company’s website; and • the Company complies with the corporate governance guidelines for notices of meeting. Principle 7–Recognise and manage risk Policies for the oversight and management of material business risks and internal controls The Company has established policies for the oversight and management of material business risks. The Company’s risk management guide is available from the corporate governance section of its website. G4-46 106 Shareholder Information Top 20 Holdings as at 25-09-2014 Holder Name SELECT MANAGED FUNDS PTY LTD CITICORP NOMINEES PTY LIMITED JAMES ANDREW THIER MS CAROLINE LE COUTEUR MR HOWARD PENDER MR ERIC YIN WANG TSE & MRS PATTY BIK YUK TSE MR TREVOR ROLAND LEE MRS JUDITH MARGARET BOAG MR BRUCE ALLAN MCGREGOR & MRS ANN MARION MCGREGOR HB SARJEANT & ASSOC PTY LTD GARRETT SMYTHE LTD DAISY THIER MS JUDITH INGROUILLE AJANI DR EDWARD ARTHUR ICETON MR ANTHONY SCOTT COOK MR MICHEL BEUCHAT & MRS ANN BEUCHAT MR RODNEY MATTHEW MYER UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD MR JAMES GROESSLER ANGUELINE INVESTMENTS PTY LIMITED Analysis of Holdings as at 25-09-2014 Balance at 25-09-2014 % 196,472 18.912 88,310 51,367 49,436 48,152 33,842 33,433 30,483 24,447 20,140 17,169 15,297 13,000 12,000 11,512 9,667 7,332 7,160 6,622 6,300 8.500 4.944 4.759 4.635 3.258 3.218 2.934 2.353 1.939 1.653 1.472 1.251 1.155 1.108 0.931 0.706 0.689 0.637 0.606 682,141 Total IC 1,038,894 Security Classes Fully Paid Shares Holdings Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001+ Totals Holders Total Units 722 74 10 14 1 173,979 155,965 63,890 448,588 196,472 % 16.747 15.013 6.150 43.179 18.912 821 1,038,894 100.000 1800 021 227 | australianethical.com.au 107 australianethical GRI Content Index General Standard Disclosures Reference Strategy and Analysis G4-1 G4-2 Statement from the Managing Director pp. 4-6 Key impacts, risks and opportunities p.7 Organisational Profile Name of the organization Front cover G4-3 G4-4 G4-5 G4-6 G4-7 G4-8 G4-9 Primary brands, products, and services Location of headquarters Countries located Nature of ownership and legal form Markets served Scale of the organisation p.14 p.12 Australia only p.13 p.16 pp.8-12,39 pp.39,40 G4-10 Employee profile G4-11 % of employees covered by collective bargaining agreements No employees (0%) are covered by collective bargaining agreements G4-12 Supply chain p.15 G4-13 Significant changes in the reporting period Consolidation of the majority of Canberra operations to Sydney G4-14 Precautionary approach/principle p.18 G4-15 Commitments to externally developed economic, environmental and social charters, principles, or other initiatives pp.19, 31, 32 G4-16 Memberships Identified Material Aspects and Boundaries G4-17 Entities included in reporting G4-18 Process for defining the report content and the Aspect Boundaries and implementation of the Reporting Principles for Defining Report Content p.15 p.2 p.2, 3 G4-19 Material Aspects identified in the process p.3 for defining report content G4-20 Internal Aspect Boundaries G4-21 External Aspect Boundaries G4-22 Restatements from previous reporting periods GRI Content Index GRI Content Index Any restatements from previous report data are cited throughout the report G4-23 Significant changes from previous reporting periods in Scope and Aspect oundaries. p.3 External Assurance (Y/N) N N N N N N N N N Y Refer to Netbalance Assurance Statement p.118 N N N N Y Refer to Netbalance Assurance Statement p.118 N N Y Refer to Netbalance Assurance Statement p.118 N N N N N 108 General Standard Disclosures Reference Stakeholder Engagement G4-24 G4-25 Stakeholder groups engaged by Australian Ethical Basis for identification and selection of stakeholders pp.24, 25 pp.24, 25 G4-26 Approach to stakeholder engagement pp.24, 25 G4-27 Key topics and concerns raised through stakeholder engagement, and responses pp.24, 25 Report Profile G4-28 Reporting period G4-29 Previous report G4-30 Reporting cycle G4-31 Contact details G4-32 ‘In accordance’ option G4-33 Policy and current practice in seeking external assurance for the report, including scope and basis of any external assurance Governance p.2 FY2013 Sustainability Report, published in November 2013 Annual p.3 p.2 p.2 G4-34 Governance structure and committees p.101 G4-35 G4-36 G4-37 G4-38 G4-39 G4-40 G4-41 G4-42 Process for delegating authority for sustainability topics from the highest governance body to senior executives and other employees p.41 Executive level position with responsibility for sustainability topics General Counsel and Company Secretary Processes for consultation between stakeholders and the highest governance body on sustainability topics No formal process. The Impact Committee manages this internally and a client survey takes place externally. Composition of the highest governance body and its committees pp.101-103 Chair as an executive officer and his function Nomination and selection processes for the highest governance body and its committees Processes for the highest governance body to ensure conflicts of interest are avoided and managed and communication to stakeholders p.102 p.104 Australian Ethical Code of Conduct Highest governance body’s and senior executives’ roles in the development, approval and updating of the organisation’s purpose, value or mission statements, strategies, policies and goals related to sustainability impacts. p.101 External Assurance (Y/N) N N N N N N N N N N Y Refer to Netbalance Assurance Statement p.118 N N N N N N N N 1800 021 227 | australianethical.com.au 109 australianethical General Standard Disclosures Reference G4-43 Measures taken to develop and enhance the highest governance body’s collective knowledge of sustainability topics Processes for evaluating the highest governance body’s performance with respect to the governance of sustainability topics, and independence and frequency. Actions taken in response to evaluation of the body’s governance performance on sustainability topics. G4-44 G4-45 Board discusses ethical issues on agenda. Individual directors can attend relevant training. There are no other formal measures. Board evaluates director performance, including responsible investment. Oversight of responsible investment. Highest governance body’s role in identifying and managing sustainability impacts, risks and opportunities, including the highest governance body’s role in Implementing due diligence processes and the role of stakeholder consultation in supporting the body Board manages sustainability risks, impacts and opportunities through the risk register and corporate strategy. Due diligence is undertaken monthly by the senior management team and Ethical Advisory Group and reported to the Board. G4-46 Highest governance body’s role in reviewing the effectiveness of the organisation’s risk management processes for sustainability topics G4-47 Frequency of the highest governance body’s review of sustainability impacts, risks and opportunities p.106 Reviews take place at a minimum annually as per requirements of risk management strategy, and strategic planning takes place bi-annually. External Assurance (Y/N) Y Refer to Netbalance Assurance Statement p.118 Y Refer to Netbalance Assurance Statement p.118 N N N G4-48 G4-49 G4-50 Highest committee or position that formally reviews and approves the organisation’s sustainability report and ensures that all material Aspects are covered. The Managing Director and General Counsel reviews the material Aspects of the sustainability report and provides final approvals. Y Refer to Netbalance Assurance Statement p.118 Process for communicating critical concerns to the highest governance body Board meetings which take place four to six times per year. Nature and total number of critical concerns that were communicated to the highest governance body and the mechanisms used to address and resolve them One critical concern: fossil fuel free investments issue addressed in board workshop days. G4-51 Remuneration policies for the highest governance body and senior executives p.55 G4-52 G4-53 G4-54 Process for determining remuneration and relationship with remuneration consultants if used Process to seek stakeholder views on remuneration, including the results of votes on remuneration policies and proposals Ratio of the annual total compensation for the organisation’s highest paid individual to the median annual total compensation for all employees p.54 p.54 3.01:1 N N Y Refer to Netbalance Assurance Statement p.118 N N Y Refer to Netbalance Assurance Statement p.118 110 External Assurance (Y/N) Y Refer to Netbalance Assurance Statement p.118 Y Refer to Netbalance Assurance Statement p.118 Y Refer to Netbalance Assurance Statement p.118 N Internal or External Boundary (I/E) External Assurance (Y/N) I & E N General Standard Disclosures Reference G4-55 Ratio of % increase in annual total compensation for the organisation’s highest paid individual to the median % increase in annual total compensation for all employees 1.36:1 Ethics and Integrity G4-56 Code of ethics G4-57 G4-58 Internal and external mechanisms for seeking advice on ethical and lawful behaviour, and matters related to organisational integrity Internal and external mechanisms for reporting concerns about ethical or unlawful behaviour, and matters related to organisation integrity (escalation through the line management, whistleblowing mechanisms or hotlines). p.41 p.41 p.41 Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Category: Economic Economic Performance G4-DMA G4-EC1 p.8 pp.9, 41 Direct economic value generated and distributed Australian Ethical has no matched giving process. Where staff or customers donate this is not tracked. There are also no community partnerships in place nor in-kind contributions. Management costs are not accounted for in our community giving activities. G4-EC2 p.34 Financial implications, risks and opportunities for the organisation’s activities due to climate change I & E Y Refer to Netbalance Assurance Statement p.118 G4-20, G4-21 1800 021 227 | australianethical.com.au 111 australianethical Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Not relevant as staff members are free to choose their own superannuation fund. The company’s liability is limited to make the Superannuation guarantee contributions. No financial assistance is received from the government G4-EC3 NA Coverage of the organisation’s defined benefit plan obligations G4-EC4 Financial assistance received from government Category: Environment Supplier Environmental Assessment p.18 p.15 p.15 G4-DMA G4-EN32 % of new suppliers that were screened using environmental criteria G4-EN33 Significant actual and potential negative environmental impacts in the supply chain and actions taken Category: Social (Sub-category: Labour Practices and Decent Work) Employment G4-DMA G4-LA1 G4-LA2 G4-LA3 Number and rate of new employee hires and employee turnover by age group, gender and region Benefits provided to full-time employees that are not provided to temporary or part-time employees Return to work and retention rates after parental leave by gender p.35 p.40 p.37 No parental leave was taken during the reporting year Internal or External Boundary (I/E) I & E I & E E E I I I External Assurance (Y/N) N N N N N N Y Refer to Netbalance Assurance Statement p.118 N Y Refer to Netbalance Assurance Statement p.118 G4-20, G4-21 112 Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Labour and Management Relations Internal or External Boundary (I/E) External Assurance (Y/N) G4-DMA G4-LA4 Minimum notice periods regarding operational changes p.37 p.37 Notice periods range between four to twelve weeks, but sooner if possible p.36 p.40 p.35 p.36 p.36 p.39 Training and Education G4-DMA G4-LA9 G4-LA10 Average hours of training per year per employee by gender and employee category Programs for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings G4-LA11 % of employees receiving regular performance and career development reviews by gender and employee category Diversity and Equal Opportunity G4-DMA G4-LA12 Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity I I I I I N N N Y Refer to Netbalance Assurance Statement p.118 Y Refer to Netbalance Assurance Statement p.118 Y Refer to Netbalance Assurance Statement p.118 N Y Refer to Netbalance Assurance Statement p.118 G4-20, G4-21 1800 021 227 | australianethical.com.au 113 australianethical Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Internal or External Boundary (I/E) External Assurance (Y/N) I E E E E I N N N N N N N N N N Equal Remuneration for Women and Men G4-DMA G4-LA13 p.36 p.40 Ratio of basic salary and remuneration of women to men by employee category Supplier Assessment for Labour Practices p.18 p.15 NA G4-DMA G4-LA14 % of new suppliers that were screened using labour practices criteria G4-LA15 Significant actual and potential negative impacts for labour practices in the supply chain and actions taken Labour Practices Grievance Mechanisms G4-DMA G4-LA16 p.37 p.37 Number of grievances about labour practices No negative labour practices impacts were identified Category: Social (Sub-category: Human Rights) Investment G4-DMA G4-HR1 G4-HR2 p.18 p.15 NA Number and % of significant investment agreements and contracts that include human rights clauses or that underwent human rights screening Total hours of employee training on human rights policies or procedures concerning aspects of human rights that are relevant to operations, including % of employees trained G4-20, G4-21 No employees were trained on human rights policies or procedures 114 Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Non-discrimination G4-DMA G4-HR3 Total number of incidents of discrimination and corrective actions taken p.36 NA Nil Supplier Human Rights Assessment G4-DMA G4-HR10 % of new suppliers screened using human rights criteria p.18 p.15 G4-HR11 Significant actual NA and potential negative human rights impacts in the supply chain and actions taken No negative human rights practices impacts were identified Category: Social (Sub-category: Product Responsibility) Product and Service Labelling G4-DMA G4-PR3 G4-PR4 p.20 p.20 NA Product and service information required by Australian Ethical procedures for product and service information and labelling, and % of significant product and service categories that are subject to this. Number of incidents of non-compliance with regulations and voluntary codes concerning product and service information and labelling, by outcome There were no substantiated incidents of non-compliance with regulations and voluntary codes G4-PR5 Results of surveys measuring customer satisfaction NA No customer satisfaction surveys were conducted in FY2014 Customer Privacy G4-DMA p.20 Internal or External Boundary (I/E) External Assurance (Y/N) I E E I I I N Y Refer to Netbalance Assurance Statement p.118 N N N N Y Refer to Netbalance Assurance Statement p.118 N N N G4-20, G4-21 1800 021 227 | australianethical.com.au 115 australianethical Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes Internal or External Boundary (I/E) External Assurance (Y/N) There were no substantiated complaints regarding customer privacy $0 – there were no fines for non-compliance G4-PR8 Number of substantiated complaints regarding breaches of customer privacy and losses of customer data Compliance G4-DMA G4-PR9 Monetary value of significant fines for non-compliance with laws and regulations concerning the provision and use of products and services Product Portfolio G4-DMA NA p.20 NA p.12 pp.8, 9, 16 NA All of Australian Ethical’s products and services are designed to benefit society and the environment as per the Charter, however, they are not broken down by purpose NA As above G4-FS6 % of portfolio for business lines by region, size and sector G4-FS7 G4-FS8 Monetary value of products and services designed to deliver a specific social benefit for each business line broken down by purpose Monetary value of products and services designed to deliver a specific environmental benefit for each business line broken down by purpose Active Ownership G4-DMA G4-FS10 % and no. of p.22 p.27 companies held in the portfolio with which the reporting organisation has interacted on environmental or social issues G4-20, G4-21 I I I I I E N N N Y Refer to Netbalance Assurance Statement p.118 N N N N Y Refer to Netbalance Assurance Statement p.118 116 Specific Standard Disclosures Disclosures on Management Approach & Indicators Reference Notes G4-FS11 % of assets pp.15, 27 subject to positive and negative environmental or social screening Category: Social (Sub-category: Society) Supplier Assessment for Impacts on Society G4-DMA G4-SO9 % of new suppliers that were screened using criteria for impacts on society p.18 p.15 G4-SO10 Significant actual NA and potential negative impacts on society in the supply chain and actions taken No negative societal practices impacts were identified Internal or External Boundary (I/E) E E E External Assurance (Y/N) Y Refer to Netbalance Assurance Statement p.118 N N N G4-20, G4-21 1800 021 227 | australianethical.com.au 117 australianethical Assurance Statement INDEPENDENT ASSURANCE STATEMENT To the Board and Management of Australian Ethical: Australian Ethical Investment Limited (Australian Ethical) commissioned Net Balance Management Group Pty Ltd (Net Balance) to provide independent assurance over the content of the 2014 Sustainability Report (the ‘Report’). The Report presents Australian Ethical’s sustainability performance over the period 1 July 2013 to 30 June 2014. Australian Ethical was responsible for the preparation of the Report and this statement presents our opinion as the independent assurance provider. Net Balance’s responsibility in performing its assurance activities is to the Board and Management of Australian Ethical in accordance with the terms of reference agreed with them. Other stakeholders should perform their own due diligence before taking any action as a result of this statement. Assurance Standard, Objectives and Scope Net Balance provided Type 2 moderate level assurance in accordance with the AA1000 Assurance Standard (2008) (AA1000AS). This involved assessing the organisation’s adherence to the AA1000 AccountAbility Principles (2008) and assessing the reliability and quality of disclosed sustainability performance information contained within the Report. The AA1000 Accountability Principles (2008) used to assess Australian Ethical’s processes are: Inclusivity - An assessment is made as to whether the organisation has included its stakeholders in developing and achieving an accountable and strategic response to sustainability. Materiality - An assessment is made as to whether the organisation has included in its report the material information and data required by its stakeholders to make informed judgements, decisions and actions. Responsiveness - An assessment is made as to whether the organisation has responded to stakeholder concerns, policies and relevant standards and adequately communicated these in its report. The review of adherence to the Principles was undertaken using the criteria outlined in the AA1000 Assurance Principles Standard (2008). The sustainability performance information covered by this assurance engagement and the criteria used during the process included the following: Table 1 2014 Sustainability Performance information selected for assurance Material Issue G4 Indicator (criteria) Employee satisfaction and gender diversity Active ownership Responsible investment Governance Ethics and Integrity Economic performance G4-10, G4-51, HR3 DMA – Employment including (LA1, LA3, LA10, LA12, LA13) DMA – Active ownership (including FS10, FS11) FS11, G4-15, PR3 G4-18, G4-34, G4-43, G4-44, G4-48, G4-51, G4-54, G4-55 G4-56, G4-57 EC2 Training, education and performance LA9, LA11 DMA – Training and Education  The scope of work did not involve assurance of financial data, other than that relating to environmental, social or broader economic performance. Assurance Methodology The assurance engagement was undertaken in August and September 2014, and involved:   Interviews with Australian Ethical managers responsible for oversight of the implementation of the Ethical Charter, the investment process and active ownership, human resources, governance and compliance; a review of Australian Ethical’s materiality determination process; 118 1800 021 227 | australianethical.com.au 119 australianethical Australian Ethical Investment Limited and its Controlled Entity – ABN: 47 003 188 930Consolidated Financial Report Notes to the Consolidated Financial Statements Contact us Phone: Email: Address: Web: 1800 021 227 enquiries@australianethical.com.au GPO Box 2435, Canberra ACT 2601 australianethical.com.au Printed on 100% post-consumer recycled paper. 45711 171014 120

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