Black Knight
Annual Report 2014

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Annual Report 2014 for year ended 30 June 2014 BKI INVESTMENT COMPANY LIMITED ABN 23 106 719 868 BKI INVESTMENT COMPANY LIMITED CORPORATE DIRECTORY Directors Robert Dobson Millner David Capp Hall, AM Alexander James Payne Ian Thomas Huntley Non-Executive Director and Chairman Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer Thomas Charles Dobson Millner Company Secretaries Jaime Perry Pinto Larina Tcherkezian (Alternate) Registered Office Level 2 160 Pitt Street Mall, Sydney NSW 2000 Telephone: Facsimile: (02) 9210 7000 (02) 9210 7099 Postal Address: GPO Box 5015, Sydney NSW 2001 Auditors Ruwald & Evans 5th Floor, 6 O’Connell Street, Sydney NSW 2000 Share Registry Advanced Share Registry Services Limited 150 Stirling Highway, Nedlands, WA 6009 Telephone: (08) 9389 8033 Australian Stock Exchange Code Ordinary Shares BKI Website www.bkilimited.com.au 2014 Annual Report BKI INVESTMENT COMPANY LIMITED Contents Financial Highlights List of Securities as at 30 June 2014 Group Profile Chairman’s Address Directors’ Report Corporate Governance Consolidated Income Statement Consolidated Statement of Other Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Auditor’s Independence Declaration ASX Additional Information 2014 Annual Report Page 2 3 5 6 11 21 30 31 32 33 34 35 55 56 58 59 1 BKI INVESTMENT COMPANY LIMITED FINANCIAL HIGHLIGHTS (cid:0) Revenue Performance: Total Income - Ordinary Total Income - Special Total Revenue from Ordinary Activities (cid:0) Profits: Net Operating Result before special dividend income Dividend Income - Special Net Profit from ordinary activities after tax attributable to shareholders Net Profit attributable to shareholders (cid:0) Portfolio: % Change $’000 Up Down Up Up Down Up Up 20.6% 59.3% 12.4% 20.1% 59.3% 11.4% 11.4% 5.0% 2.7% 6.2% 2.9% 4.5% Up Up Up Down 11.2% to to to to to to to to to to to to 38,562 1,499 40,061 35,940 1,499 37,439 37,439 853,370 Cents 7.15 7.45 Cents 3.45 3.50 6.95 6.95 Total Portfolio Value (including cash) Up 26.1% (cid:0) Earnings Per Share: Basic Earnings Per Share before special dividend income Basic Earnings Per Share after special dividend income Up Down (cid:0) Dividends: Interim - Ordinary Final - Ordinary Full Year Total - Ordinary Full Year Total Dividends (cid:0) Net Tangible Asset (NTA) History: 30 June 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 NTA Before Tax NTA After Tax $1.08 $1.06 $1.28 $1.43 $1.69 $1.20 $1.32 $1.51 $1.52 $1.41 $1.22 $1.19 $1.32 $1.27 $1.42 $1.34 $1.30 $1.26 $1.52 $1.42 $1.63 $1.51 (cid:0) Dividend History (cents per share): 30 June 2004* 2005 2006 2007 2008 2009 2010 2011 2012 2013 Interim Final Special Total - 2.00 - 2.00 2.10 2.20 - 4.30 2.50 2.50 1.00 6.00 2.60 2.70 - 5.30 3.00 3.00 - 6.00 3.00 3.00 - 6.00 2.50 2.75 1.00 6.25 3.00 3.00 1.00 7.00 3.20 3.20 - 6.40 3.25 3.40 0.50 7.15 2014 3.45 3.50 - 6.95 * The Company listed on the ASX on 12 December 2003, no interim dividend is applicable for this financial year. All ordinary and special dividends paid by BKI Investment Company Limited (“BKI”) since listing on the Australian Stock Exchange have been fully franked. 2 2014 Annual Report BKI INVESTMENT COMPANY LIMITED FINANCIAL HIGHLIGHTS (continued) Securities Held and their Market value as at 30 June 2014 Stock Financials Commonwealth Bank of Australia Limited National Australia Bank Limited Westpac Banking Corporation Limited Australia & New Zealand Banking Group Limited Insurance Australia Group Limited Suncorp Group Limited Bendigo and Adelaide Bank Limited Bank of Queensland Limited Milton Corporation Limited Perpetual Limited ASX Limited AMP Limited Macquarie Group Limited IOOF Holdings Limited Equity Trustees Limited BKI Investment Company Limited Energy New Hope Corporation Limited Woodside Petroleum Limited Caltex Australia Limited Santos Limited Industrials ALS Limited Transurban Group Brambles Limited Seek Limited Toll Holdings Limited Qube Holdings Limited GWA Group Limited MaxiTRANS Industries Limited UGL Limited Lindsay Australia Limited Salmat Limited Sydney Airport Skilled Group Limited Consumer Discretionary ARB Corporation Limited Invocare Limited Tatts Group Limited Crown Resorts Limited Fairfax Media Limited Seven West Media Limited 2014 Annual Report Shares Held 1,006,400 2,320,000 2,033,656 1,234,000 2,527,370 883,000 838,000 810,000 2,055,810 179,310 215,500 1,314,813 80,223 563,594 77,836 160,000 14,810,452 432,084 91,950 134,000 1,995,822 1,503,205 785,576 400,000 1,120,000 1,717,076 1,310,000 2,800,000 403,500 6,820,829 1,089,951 778,297 644,826 873,600 1,019,000 1,909,000 150,574 2,100,000 372,458 Market Value ($’000) Portfolio Weight % 81,398 76,050 68,880 41,129 14,760 11,956 10,223 9,866 9,333 8,496 7,674 6,968 4,784 4,728 1,596 263 358,104 39,248 17,746 1,983 1,911 60,888 17,663 11,109 7,219 6,332 5,712 3,898 3,432 2,716 2,756 2,285 1,766 3,276 1,483 69,647 10,693 10,302 6,204 2,277 1,900 700 32,076 9.54% 8.91% 8.07% 4.82% 1.73% 1.40% 1.20% 1.16% 1.09% 1.00% 0.90% 0.82% 0.56% 0.55% 0.19% 0.03% 41.96% 4.60% 2.08% 0.23% 0.22% 7.14% 2.07% 1.30% 0.85% 0.74% 0.67% 0.46% 0.40% 0.32% 0.32% 0.27% 0.21% 0.38% 0.17% 8.16% 1.25% 1.21% 0.73% 0.27% 0.22% 0.08% 3.76% 3 BKI INVESTMENT COMPANY LIMITED FINANCIAL HIGHLIGHTS (continued) Securities Held (continued): Stock Consumer Staples Wesfarmers Limited Woolworths Limited Coca-Cola Amatil Limited GrainCorp Limited Health Care Ramsay Health Care Limited Sonic Healthcare Limited Primary Health Care Limited Materials BHP Billiton Limited Brickworks Limited Rio Tinto Limited Arrium Limited Alumina Limited Property Trusts Westfield Corporation Scentre Group Telecommunications Services Telstra Corporation Limited TPG Telecom Limited Utilities APA Group AGL Energy Limited DUET Group Origin Energy Limited TOTAL PORTFOLIO Cash and dividends receivable TOTAL PORTFOLIO INCLUDING CASH AND RECEIVABLES Shares Held 893,634 881,000 1,046,000 93,444 189,000 457,167 1,622,000 1,429,443 436,209 49,562 800,000 370,000 233,157 290,514 8,740,000 4,420,000 2,854,452 1,247,207 3,427,353 12,000 Market Value ($’000) Portfolio Weight % 37,389 31,029 9,885 784 79,087 8,599 7,918 7,348 23,865 51,303 5,954 2,939 636 498 61,330 1,667 927 2,594 45,535 24,354 69,889 19,667 19,307 8,294 175 47,443 4.38% 3.64% 1.16% 0.09% 9.27% 1.01% 0.93% 0.86% 2.80% 6.01% 0.70% 0.34% 0.07% 0.06% 7.19% 0.20% 0.11% 0.30% 5.34% 2.85% 8.19% 2.30% 2.26% 0.97% 0.02% 5.56% 804,923 94.32% 48,447 853,370 5.68% 100.00% The Group is not a substantial shareholder in accordance with the Corporations Act 2001 in any of the investee corporations as each equity investment represents less than 5% of the issued capital of the investee corporation. 4 2014 Annual Report BKI INVESTMENT COMPANY LIMITED GROUP PROFILE BKI Investment Company Limited (“BKI” or “the Group”) is a Listed Investment Company on the Australian Stock Exchange. The Group invests in a diversified portfolio of Australian shares, trusts and interest bearing securities. BKI shares were listed on the Australian Stock Exchange Limited from 12 December 2003. Corporate Objectives The Group aims to generate an increasing income stream for distribution to shareholders as fully franked dividends to the extent of available imputation tax credits, through long-term investment in a portfolio of assets that are also able to deliver long term capital growth. Investment Strategy The Group is a research driven, long term manager focusing on well managed companies, with a profitable history and that offer attractive dividend yields. Stock selection is bottom up, focusing on the merits of individual companies rather than market and economic trends. Dividend Policy With respect to prudent business practices, and ensuring the business retains sufficient working capital to allow the achievement of the Corporate Objectives and Business Strategy, the Group will pay the maximum amount of realised profits after tax for that year to shareholders as fully franked dividends to the extent permitted by the Corporations Act and the Income Tax Assessment Act . Ordinary dividends will be declared by the Board of Directors out of the Company’s Net Operating Result, after tax but before special investment revenue. When the Group accumulates sufficient special investment revenue, special fully franked dividends will be declared by the Board to the extent permitted by the Corporations Act and the Income Tax Assessment Act. Where the Group generates sufficient qualifying capital gains, LIC Gains will be distributed to shareholders to the extent permitted by the Corporations Act and the Income Tax Assessment Act. Management The Group has an internalised portfolio management function headed by the CEO, Mr Tom Millner. In November 2013 the Company strengthened its portfolio management resources with the appointment of Mr William Culbert as Senior Investment Analyst. Mr Culbert has over 15 years experience in the investment industry, bringing with him a great breadth and depth of technical capability and analytical experience. The Group also engages Corporate & Administrative Services Pty Ltd to provide accounting and group secretarial services. These services are overseen by the BKI Company Secretary, Mr Jaime Pinto. 2014 Annual Report 5 BKI INVESTMENT COMPANY LIMITED CHAIRMAN’S ADDRESS Dear Shareholders, I am pleased to enclose the 11th Annual Report of BKI Investment Company Limited (BKI) for the year to 30 June 2014. Result Highlights Your Board and Management have delivered to shareholders another solid result with Ordinary Dividend and Distribution Income up 21% to $38.6m, Net Operating Result before special dividend income increased 20% to $35.9m and Basic Earnings per Share before special dividend income increased 5% to 7.15cps. BKI’s improved result was driven by higher dividend distributions from Woodside Petroleum, Suncorp Group, BHP Billiton, TPG Telecom, ANZ bank, National Australia Bank, Westpac Bank and Commonwealth Bank, partly offset by lower contributions from UGL Limited, GWA International and ALS Limited. BKI also received special dividend income from Westpac Bank, New Hope Corporation, Milton Corporation, Coca-Cola Amatil and Suncorp Group. These special dividends helped lift the Net Profit attributable to shareholders by 11% to $37.4m. 40 35 30 25 20 15 10 5 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Above: Net Operating Result by financial year end 30 June ($millions) Dividends The improved headline numbers enabled the BKI Board to lift the Final fully franked Ordinary Dividend from 3.40cps to 3.50cps. We are conscious that many BKI shareholders live on dividends that we provide and it remains our aim to continue to provide a growing income stream each year. Full Year Dividends have grown by an average of 16% a year from FY2005 to FY2014. BKI has also paid fully franked Special Dividends in 4 of the 10 years since listing, as noted below. 1.00 5.00 5.30 6.00 6.00 1.00 5.25 0.50 6.65 6.95 1.00 6.00 6.40 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 4.30 2.00 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Ordinary Dividends Special Dividends Above: Fully franked Interim and Final dividends declared (cents per share) 6 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CHAIRMAN’S ADDRESS (continued) Dividend Reinvestment Plan (DRP) BKI’s DRP is maintained, offering shareholders the opportunity to acquire further ordinary shares in BKI. The DRP was not offered at a discount. The DRP price was calculated using the average of the daily volume weighted average sale price of BKI’s shares sold in the ordinary course of trading on the ASX during the 5 trading days after, but not including, the Record Date (14 August 2014). The last day for shareholders to nominate for their participation in the DRP was Friday 15 August 2014. Operating Expenses and MER BKI continues to focus on minimizing operating costs. Shareholders are not charged an external portfolio management or performance fee, and BKI continues to be debt free. BKI’s Management Expense Ratio (MER) as at 30 June 2014 was 0.17%. This all provides a solid foundation for long term portfolio management with a real focus on lifting dividend distributions to shareholders. 0.69% 0.71% 0.56% 0.46% 0.46% 0.80% 0.70% 0.60% 0.50% 0.40% 0.30% 0.20% 0.10% 0.31% 0.19% 0.18% 0.18% 0.19% 0.17% BKI is internally managed and does not charge Shareholders an external management fee or performance fees. 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Above: Historical MER achieved by BKI. 10 Year Milestone In December 2013 BKI reached a significant milestone, recording 10 years of listing on the ASX. BKI has come a long way during this time with the Board and Management dedicated to addressing those issues that come with starting a smaller LIC. Some of those issues, and the progress achieved, include: Issue Action Size and Liquidity Cost and Structure Discount to NTA Dividend History The shareholder base has grown from 7,832 in 2003 to over 13,000 in 2014; whille the Portfolio Valuation increased from $171m at listing to over $850m in 2014. Internalised Management helped reduce the MER from 0.69% in 2003 to 0.17% in 2014. BKI’s discount to NTA improved from a peak of 20% in June 2008 to a premium in June 2014. As at FY2014, Full Year Dividends have grown by an average of 16% a year from FY2005. BKI has also paid 5 Fully Franked Special Dividends since listing. Company Awareness and Profile Lifted the awareness and profile of BKI with Advisors, Brokers and SMSF’s. Won the 2011 LIC of the Year Award. 2014 Annual Report 7 BKI INVESTMENT COMPANY LIMITED CHAIRMAN’S ADDRESS (continued) Acquisition of Unlisted Investment Company In April 2014, BKI completed the acquisition of an unlisted investment company with net assets of approximately $4 million. Consideration was satisfied with the issue of BKI shares. The private company has been a long term investor for 50 years, and developed a quality portfolio of investments that was complementary to our existing portfolio. The vendors now enjoy the benefits of an actively managed, diversified investment portfolio without the administrative burden and we welcome them to the BKI register. This is the first transaction of this nature completed by BKI, which will benefit existing BKI shareholders by increasing the size of BKI’s portfolio in a cost-effective manner. The BKI Board looks forward to engaging in similar transactions in the future. Capital Raising BKI successfully completed a Placement to sophisticated and professional investors and a non-renounceable Entitlement Offer to existing shareholders. BKI raised gross proceeds of $59m at $1.48 per share in the Placement, and the Entitlement Offer (at $1.48 per share) closed over-subscribed, raising a further $48.1m. Performance BKI’s Total Shareholder Returns (including the reinvestment of dividends) for the year to 30 June 2014 was 21.0%, outperforming the S&P/ASX 300 Accumulation Index over the same period by 3.7%. BKI’s Net Portfolio Return (after all operating expenses, provision and payment of both income and capital gains tax and the reinvestment of dividends) for the year to 30 June 2014 was 11.2%, compared to the S&P/ASX 300 Accumulation Index which returned 17.3% over the same period. 21% 17.3% 16.7% 15.1% 11.0% 9.9% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% Total Shareholder Returns exclude the benefit of franking credits being passed on from BKI to shareholders 10.5% 8.9% 6.4% 2.1% 1 Year 3 Years 5 Years 7 Years 10 Years BKI Total Shareholder Returns S&P/ASX 300 ACC Index (XKOAI) Above: BKI Total Shareholder Returns as at 30 June 2014. 8 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CHAIRMAN’S ADDRESS (continued) Portfolio Movements The capital raising was a great opportunity to increase BKI’s exposure to the market and take advantage of dividend income and franking credits on offer by many stocks within the local market. BKI deployed funds of approximately $140m into the market over FY2014; whilst sales totalled approximately $25m. Major investments during the year included ANZ Banking Corporation, Westpac Banking Corporation, Primary Health Care, APA Group, Telstra Corporation, Insurance Australia Group and Transurban Group. New positions were established in Duet Group, Toll Holdings, IOOF Holdings, Maxitrans Industries and Equity Trustees. Disposals included Metcash Limited, Gazal Corporation, Tabcorp Holdings, Fleetwood Corporation, Recall Holdings and the balance of the QBE Insurance Group position. Top 25 Investments as at 30 June 2014 Stock Market Value ($’000) Portfolio Weight % 1 2 Commonwealth Bank of Australia Limited National Australia Bank Limited 3 Westpac Banking Corporation Limited 4 5 6 7 BHP Billiton Limited Telstra Corp Limited Australia & New Zealand Banking Group Limited New Hope Corporation Limited 8 Wesfarmers Limited 9 Woolworths Limited 10 TPG Telecom Limited 11 APA Group 12 AGL Energy Limited 13 Woodside Petroleum Limited 14 ALS Limited 15 Insurance Australia Group Limited 16 Suncorp Group Limited 17 Transurban Group 18 ARB Corporation Limited 19 Invocare Limited 20 Bendigo and Adelaide Bank Limited 21 Coca-Cola Amatil Limited 22 Bank of Queensland Limited 23 Milton Corporation Limited 24 Ramsay Health Care Limited 25 Perpetual Limited Cash and cash equivalents Total of Top 25 plus cash and cash equivalents 2014 Annual Report 81,398 76,050 68,880 51,303 45,535 41,129 39,248 37,389 31,029 24,354 19,667 19,307 17,746 17,663 14,760 11,956 11,109 10,693 10,302 10,223 9,885 9,866 9,333 8,599 8,496 48,447 734,367 9.5% 8.9% 8.1% 6.0% 5.3% 4.8% 4.6% 4.4% 3.6% 2.9% 2.3% 2.3% 2.1% 2.1% 1.7% 1.4% 1.3% 1.3% 1.2% 1.2% 1.2% 1.2% 1.1% 1.0% 1.0% 5.7% 86.2% 9 BKI INVESTMENT COMPANY LIMITED CHAIRMAN’S ADDRESS (continued) Outlook The low interest rate environment both domestically and offshore remains, which encourages retail investors and SMSF’s to continue to search for income outside of term deposits and other cash products. The Australian share market appreciated considerably over the last year with the S&P/ASX300 Accumulation Index returning 17.3%, in significant part due to this search for yield. We await the upcoming reporting season with interest. Despite what many are saying about an overvalued market, for the long term investor there are currently opportunities to deploy funds in well managed, profitable, dividend paying stocks. There may also be some short term disappointment in earnings growth during this reporting season, especially from stocks within the industrial, consumer discretionary and resources space. We believe this may provide a good buying opportunity should it eventuate. BKI remains in a strong financial position with cash and cash equivalents representing 5.7% of the total portfolio and no debt. Yours sincerely, Robert Millner Chairman Sydney 12 August 2014 10 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT The Directors of BKI Investment Company Limited (“the Company”, or “BKI”) present the following report on the Company and its controlled entities (“the Group”) for the year to 30 June 2014. 1. Directors The following persons were Directors since the start of the financial year and up to the date of this report: Robert Dobson Millner, FAICD – Non-Executive Director and Chairman Mr Millner was appointed Non-executive Chairman upon the Company’s formation in October 2003. Mr Millner has over 30 years experience as a Company Director and extensive experience in the investment industry, and is currently a Director of the following ASX listed companies: (cid:0) Milton Corporation Limited (cid:0) New Hope Corporation Limited (cid:0) Washington H. Soul Pattinson and Company Limited (cid:0) TPG Telecom Limited (cid:0) Brickworks Limited (cid:0) Australian Pharmaceutical Industries Limited During the past three years Mr Millner has also served as a Director of the following ASX listed companies: (cid:0) Souls Private Equity Limited (cid:0) Northern Energy Corporation Limited (cid:0) Exco Resources Limited Special Responsibilities: (cid:0) Chairman of the Board (cid:0) Chairman of the Investment Committee (cid:0) Member of the Remuneration Committee (cid:0) Chairman of the Nomination Committee David Capp Hall, AM, FCA, FAICD – Independent Non-Executive Director A Non-executive Director since October 2003, and Chair of the Audit Committee since this time, Mr Hall is a Chartered Accountant with experience in corporate management, finance and as a Company Director, holding Directorships in other companies for more than 30 years. Special Responsibilities: (cid:0) Chairman of the Audit Committee (cid:0) Member of the Remuneration Committee Alexander James Payne, B.Comm, Dip Cm, FCPA, FCIS, FCIM – Non-Executive Director A Non-executive Director since October 2003, and a member of the Audit Committee since this time, Mr Payne is Chief Financial Officer of Brickworks Limited and has considerable experience in finance and investment. Special Responsibilities: (cid:0) Member of the Audit Committee (cid:0) Member of the Investment Committee (cid:0) Chairman of the Remuneration Committee (cid:0) Member of the Nomination Committee 2014 Annual Report 11 BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) Ian Thomas Huntley, BA – Independent Non-Executive Director Mr Huntley joined the Board as a Non-executive Director in February 2009. After a career in financial journalism Mr Huntley acquired “Your Money Weekly” newsletter in 1973. Over the following 33 years, Mr Huntley built the Your Money Weekly newsletter into one of Australia’s best known investment advice publications. He and partners sold the business to Morningstar Inc of the USA in mid 2006. Special Responsibilities: (cid:0) Member of the Investment Committee (cid:0) Member of the Remuneration Committee (cid:0) Member of the Audit Committee (cid:0) Member of the Nomination Committee 2. Key Management Personnel Thomas Charles Dobson Millner, B.Des (Industrial), GDipAppFin, F Fin, GAICD – Chief Executive Officer Mr Millner joined the Company in December 2008 from Souls Funds Management (SFM). Mr Millner held various roles with SFM covering research, analysis and business development, and during this time was responsible for the Investment Portfolio of BKI Investment Company Limited. Prior to this Mr Millner was an investment analyst with Republic Securities Limited, manager of the Investment Portfolio of Pacific Strategic Investments. Mr Millner is also currently a director of Washington H Soul Pattinson and Company Limited and PM Capital Global Opportunities Fund Limited. Special Responsibilities (cid:0) Member of the Investment Committee Jaime Pinto, BComm, CA - Company Secretary Mr Pinto is a Chartered Accountant with over 20 years experience in both professional practice and in senior commercial roles across a broad range of industries. Jaime is currently Company Secretary of Clover Corporation Limited (ASX: CLV) and Quickstep Holdings Limited (ASX:QHL), and is Company Secretary and CFO of a number of unlisted investment and industrial companies. 3. Principal Activities Principal activities are that of a Listed Investment Company (LIC) primarily focused on long term investment in ASX listed securities. There have been no significant changes in the nature of those activities during the year. 4. Operating Results BKI’s Net Operating Result before special dividend income increased 20% to $35.9m, while Basic Earnings per Share before special dividend income increased 5% to 7.15cps. Special dividend income for the year totalled $1.5m, taking Basic Earnings per Share after special dividend income to 7.45cps. BKI’s improved result was driven by higher dividend distributions from Woodside Petroleum, Suncorp Group, BHP Billiton, TPG Telecom, ANZ bank, National Australia Bank, Westpac Bank and Commonwealth Bank. Lower contributions were recorded from UGL Limited, GWA International and ALS Limited. BKI also received special dividend income from Westpac Bank, New Hope Corporation, Milton Corporation, Coca-Cola Amatil and Suncorp Group. These special dividends helped lift the 2014FY Net Profit attributable to shareholders by 11% to $37.4m. 12 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) 5. Review of Operations Operating expenses for the full year were $1.25m, an increase of $0.09m on FY2013, against a 26% increase in the Total Portfolio Value from 30 June 2013, reducing BKI’s MER to 0.17% (2013: 0.19%). BKI’s Total Shareholder Return (including the reinvestment of dividends) for the year to 30 June 2014 was 21.0%, outperforming the S&P/ASX 300 Accumulation Index by 3.7%. BKI’s Net Portfolio Return (after all operating expenses, provision and payment of income and capital gains tax and the reinvestment of dividends) for the year to 30 June 2014 was 11.2%, compared to the S&P/ASX 300 Accumulation Index which returned 17.3%. BKI successfully completed a Placement to sophisticated and professional investors and a non-renounceable Entitlement Offer to existing shareholders. BKI raised gross proceeds of approximately $59m at $1.48 per share in the Placement, while the Entitlement Offer (at $1.48 per share) closed over-subscribed, raising a further $48.1m. The capital raising was a great opportunity to increase BKI’s exposure to the market and take advantage of dividend income and franking credits on offer by many stocks within the local market. BKI deployed funds of $140m into the market over FY2014, while sales totalled $25m. Major investments during the year included ANZ Banking Corporation, Westpac Banking Corporation, Primary Health Care, APA Group, Telstra Corporation, Insurance Australia Group and Transurban Group. New positions were Duet Group, Toll Holdings, IOOF Holdings, Maxitrans Industries and Equity Trustees. Disposals included Metcash Limited, Gazal Corporation, Tabcorp Holdings, Fleetwood Corporation, Recall Holdings and the balance of the QBE Insurance Group position. 6. Financial Position The net assets of the Group increased during the financial year by $159.4 million to $791.4 million. This movement was driven by the $107 million (before costs) raised in the Placement and Entitlement Offer in September/October 2013, as well as a $52.3 million increase (net of tax) in the market value of the investment portfolio. 7. Employees The Group has two employees as at 30 June 2014 (2013: one). 8. Significant Changes in the State of Affairs Other than as stated above and in the accompanying Financial Report, there were no significant changes in the state of affairs of the Group during the reporting year. 9. Likely Developments and Expected Results The operations of the Group will continue with planned long term investments in Australian equities and fixed interest securities. Neither the expected results of those operations nor the strategy for particular investments have been included in this report as, in the opinion of the Directors, this information would prejudice the interests of the Group if included. 2014 Annual Report 13 BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) 10. Significant Events after Balance Date In August 2014 the Group successfully completed a Share Purchase Plan, raising $47.8m from the issue of 28,879,401 shares to eligible investors. Other than the Share Purchase Plan, the Directors are not aware of any matter or circumstance that has arisen since the end of the year to the date of this report that has significantly affected or may significantly affect: i. ii. the operations of the Company and the entities that it controls; the results of those operations; or iii. the state of affairs of the Group in subsequent years. 11. Dividends There were two dividend payments made during the year to 30 June 2014: (cid:0) On 29 August 2013, a final total dividend of $15,168,747 (ordinary dividend of 3.4 cents per share fully franked) was paid out of retained profits at 30 June 2013. (cid:0) On 28 February 2014, an interim total dividend of $17,944,256 (ordinary dividend of 3.45 cents per share, fully franked) was paid out of retained profits at 31 December 2013. In addition, the Directors declared a final ordinary dividend of 3.50 cents per share fully franked payable on 28 August 2014. At 30 June 2014 there are $13,122,959 of franking credits available to the Group (2013: $12,382,100) after allowing for payment of the final, fully franked ordinary dividend. 12. Environmental Regulations The Group’s operations are not materially affected by environmental regulations. 13. Meetings of Directors The numbers of meetings of the Board of Directors and each Board Committee held during the year to 30 June 2014, and the numbers of meetings attended by each Director were: Board Investment Audit Remuneration Nomination* Attended Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended Eligible to attend RD Millner 12 AJ Payne DC Hall IT Huntley 12 12 12 12 12 12 12 10 10 - 10 10 10 - 10 - 3 3 3 - 3 3 3 2 2 2 2 2 2 2 2 1 - 1 1 1 - 1 1 * The sole meeting of the Nomination Committee was held in July 2013. Mr AJ Payne was not a member of the Committee at this time as he was scheduled for re-election as a Director under the Company’s Director rotation policy. Subsequent to being re-elected as a Director at the 2013 AGM Mr AJ Payne was reappointed to the Nomination Committee, and Mr DC Hall resigned from the Committee as he is due for re-election as a Director at the 2014 AGM. 14 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) 14. Remuneration Report (Audited) This remuneration report outlines the Director and Executive remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, Key Management Personnel of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly. Remuneration Policy The Board is responsible for determining and reviewing remuneration arrangements, including performance incentives, for the Directors themselves, the Chief Executive Officer, the Senior Investment Analyst and the Company Secretary. It is the Group’s objective to provide maximum shareholder benefit from the retention of a high quality Board and Executive team by remunerating Directors and Key Executives fairly and appropriately with reference to relevant employment market conditions, their performance, experience and expertise. Elements of Director and Executive remuneration The Board’s policy for determining the nature and amount of remuneration for Key Management Personnel and other Key Executives of the Group is as follows: (cid:0) The remuneration policy is developed by the Remuneration Committee and approved by the Board after professional advice is sought from independent external consultants. (cid:0) All Key Management Personnel and other Key Executives receive a base salary or fee, superannuation and performance incentives. (cid:0) Performance incentives are only paid once predetermined key performance indicators have been met. (cid:0) Incentives paid in the form of shares are intended to align the interests of the Key Management Personnel and other Key Executives with those of the shareholders. (cid:0) The Remuneration Committee reviews the remuneration packages of Key Management Personnel and other Key Executives annually by reference to the Group’s performance, Executive performance and comparable information from industry sectors. The performance of Key Management Personnel and other Key Executives is measured against criteria as agreed with each Executive and is based predominantly on the growth of shareholder and portfolio returns. The Board may exercise discretion in relation to approving incentives and can recommend changes to the Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long- term growth in shareholder wealth. All remuneration paid to Key Management Personnel and other Key Executives is valued at the cost to the Group and expensed. The Board’s policy is to remunerate Non-Executive Directors at market rates for time, commitment and responsibilities. The Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. 2014 Annual Report 15 BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) Performance-based Remuneration BKI has established a Short Term and a Long Term Incentive Scheme. The participants in this scheme are the CEO, Mr Thomas Millner, the Senior Investment Analyst (SIA), Mr William Culbert, and the Company Secretary, Mr Jaime Pinto. Mr Thomas Millner and Mr Jaime Pinto are classified as Key Management Personnel, whereas Mr William Culbert is classified as an Other Key Executive. The aims of the BKI Incentive Scheme are: 1. To promote superior performance at BKI over both the short and, more importantly, long term. 2. To ensure remuneration is fair and reasonable market remuneration to reward staff. 3. To promote long term staff retention and alignment. To achieve the objectives of BKI, the Incentive Scheme is required to include several components with separate measurement criteria. Short Term Incentive The Short Term Incentive is determined by reference to annual Total Portfolio Return; compared to the S&P ASX 300 Accumulation Index. BKI’s Total Portfolio Returns are measured by the change in pre tax NTA and are after all operating expenses, payment of both income and capital gains tax and the reinvestment of dividends. The Short Term Incentive is paid by way of BKI shares purchased on market by the Company. The value of the Short Term Incentive for the CEO is calculated as 15% of CEO Base Remuneration. The Short Term Incentive for the Company Secretary is set at 40% of the CEO Incentive. The value of the Short Term Incentive for the SIA is calculated as 10% of SIA Base Remuneration. 100% of the Short Term Incentive is initially based on the Total Portfolio Returns as follows: BKI Total Portfolio Return Compared to S&P/ASX 300 Acc Index % of Eligible Bonus Less than Index Equal to Index Plus 1% Plus 2% Plus 3% Plus 4% Plus 5% or more 0% 100% 110% 120% 130% 140% 150% The Short Term Incentive is subject to discretionary Board adjustment for the achievement of improved Management Expense Ratio and promotion of BKI. The following table summarises performance for the year to 30 June 2014 against the Short Term Incentive measurement criteria: 1 Year BKI Total Portfolio Return S&P/ASX 300 Acc Index over 1 Year Over / (Under) Performance % Entitlement to Eligible Bonus 11.8% 17.3% (5.5) nil Given the above performance, the vesting criteria for the 2014 Financial Year Short Term Incentives were not satisfied, and the Company did not purchase shares on behalf of executives. 16 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) Long Term Incentive The Long Term Incentive is determined by reference to annual Total Shareholder Returns; compared to the S&P/ASX 300 Accumulation Index. Total Shareholder Returns are based on the change in BKI Share Price and include the reinvestment of dividends. For the CEO, the Long Term Incentive is calculated on 25% of the Base Remuneration of the CEO. Incentives granted prior to 30 September 2011 will be awarded to the CEO after 3 years, provided that BKI’s 3 year Total Shareholder Returns exceed the S&P/ASX 300 Accumulation Index over the same period. Should that test fail on the day it will be retested in Year 4 and Year 5 to reflect the longer term success of previous decisions. Incentives granted after 30 September 2011 will be awarded to the CEO after 4 years, provided that BKI’s 4 year Total Shareholder Returns exceed the S&P/ASX 300 Accumulation Index over the same period. Should that test fail on the day it will be retested in Year 5. For the Company Secretary, the Long Term Incentive is to be set at 40% of the CEO Long Term Incentive and subject to the same vesting conditions. For the SIA, the Long Term Incentive is calculated on 15% of the Base Remuneration of the SIA, and subject to the same vesting conditions as the CEO Long Term Incentive. The Long Term Incentive Scheme is to be paid by way of BKI shares purchased on market by the Company should the incentive targets be met. The Company has accrued as an expense the appropriate portion of these future costs in the 2014FY, and has included these costs in the disclosed remuneration of the CEO and Company Secretary. The following table summarises the performance for the three year period to 30 June 2014 against the Long Term Incentive measurement criteria: 3 Year BKI Total Shareholder Return S&P/ASX 300 Acc Index over 3 Years Over / (Under) Performance % Entitlement to Eligible Bonus 16.7% 9.9% 6.8% 100% Based on the above performance, the vesting criteria for Long Term Incentives issued in the 2012 financial year were satisfied, and subsequent to 30 June 2014 the Company purchased on market 60,033 shares on behalf of executives. Incentive Issue Issue Number of Value of Rights Date Granted Initial Grant Initial Vesting Date Expiry Date Number Number of of Rights Vested/ Yet to Vest/ Lapsed Lapse Rights T Millner 2012 LTI 1/07/2011 60,033 $71,500 30/06/2014 30/06/2015 (60,033) - J Pinto 2012 LTI 13/12/2011 18,010 $21,450 12/12/2015 11/12/2016 T Millner 2013 LTI 1/07/2012 64,230 $74,250 30/06/2016 30/06/2017 J Pinto 2013 LTI 1/07/2012 25,692 $29,700 30/06/2016 30/06/2017 T Millner 2014 LTI 1/07/2013 54,996 $76,500 30/06/2017 30/06/2018 J Pinto 2014 LTI 1/07/2013 21,998 $30,600 30/06/2017 30/06/2018 W Culbert 2014 LTI 1/12/2013 12,847 $20,075 30/11/2017 30/11/2018 - - - - - - 2014 Annual Report 18,010 64,230 25,692 54,996 21,998 12,847 17 BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) Remuneration Details for the Year to 30 June 2014 The following disclosures detail the remuneration of the Directors and the highest remunerated Executives of the Group. The names and positions held of group Directors and Other Key Management Personnel in office at any time during the financial year are: Name RD Millner DC Hall AJ Payne IT Huntley TCD Millner JP Pinto Position Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer Company Secretary1 1 Services provided under contract through Corporate & Administrative Services Pty Limited Mr William Culbert was appointed as Senior Investment Analyst in December 2013. Mr Culbert is not considered to be a member of Key Management Personnel. Details of the nature and amount of each Non–Executive Director’s and Other Key Management Personnel’s emoluments from the Parent and its controlled entities in respect of the year to 30 June were: Directors: 2014 RD Millner DC Hall AJ Payne IT Huntley Total 2013 RD Millner DC Hall AJ Payne IT Huntley Total Primary Superannuation Total $ $ $ 59,598 46,246 37,908 37,908 181,660 58,000 45,000 37,000 40,330 5,513 4,278 3,507 3,507 16,805 5,220 4,050 3,330 - 65,111 50,524 41,415 41,415 198,465 63,220 49,050 40,330 40,330 180,330 12,600 192,930 The combined annual payment to all Non-Executive Directors is capped at $300,000 until shareholders, by ordinary resolution, approve some other fixed sum amount. This amount is to be divided among the Directors as they may determine. 18 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) Other Key Management Personnel: Salary Superannuation Share based performance related remuneration LTI STI Total Proportion of Remuneration Remuneration Performance Related $ $ $ $ $ 288,225 17,775 - - 288,225 17,775 - - - 101,051 24,169 125,220 407,051 24,169 431,220 2014 TCD Millner JP Pinto Total 2013 TCD Millner 285,030 16,470 JP Pinto Total - - 285,030 16,470 45,900 18,360 64,260 65,313 12,787 78,100 412,713 31,147 443,860 24.8% 100.0% 26.9% 100.0% The value included in the preceding table for share based performance related remuneration (STI and LTI) is the portion of the estimated value of the performance rights allocated as an expense in each relevant reporting period. There were no retirement allowances provided for the retirement of Non-Executive Directors or Other Key Management Personnel. Contract of Employment Mr TCD Millner is employed by the Company under a contract of employment. This is an open ended contract with a notice period of one month required to terminate employment. Base Remuneration is currently $306,000 per annum inclusive of superannuation. Mr JP Pinto provides Company Secretarial services under contract through Corporate & Administrative Services Pty Limited. This is an open ended contract with a notice period of one month required to terminate. 15. Beneficial and Relevant Interest of Directors and Other Key Management Personnel in Shares As at the date of this report, details of Directors and Other Key Management Personnel who hold shares for their own benefit or who have an interest in holdings through a third party and the total number of such shares held are listed as follows: RD Millner * DC Hall AJ Payne IT Huntley TCD Millner * JP Pinto Number of Shares 8,472,043 277,970 286,194 11,224,980 7,597,492 38,340 * Common to RD Millner and TCD Millner are 7,231,771 shares (2013: 6,348,572) held in related companies and trusts in which both hold beneficial interests. 2014 Annual Report 19 BKI INVESTMENT COMPANY LIMITED DIRECTORS’ REPORT (continued) 16. Directors’ and Officers’ Indemnity The Constitution of the Company provides indemnity against liability and legal costs incurred by Directors and Officers to the extent permitted by the Corporations Act. During the year to 30 June 2014, the Group has paid premiums in respect of an insurance contract to insure each of the officers against all liabilities and expenses arising as a result of work performed in their respective capacities. 17. Proceedings on Behalf of the Group No person has applied for leave of the Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. 18. Non-audit Services No non-audit services were provided by and no fees for non-audit services were paid to the external auditor, Ruwald & Evans, during the year to 30 June 2014. 19. Auditor Rotation In accordance with section 324DAA of the Corporations Act 2001 (“the Act”) and the recommendation of the BKI Audit Committee, the Board of BKI has granted approval for Martin Boxce of Ruwald + Evans to play a significant role in the audit of BKI for an additional 2 successive financial years to 30 June 2015. Approval is so granted as the BKI Board is satisfied that retaining Ruwald + Evans will maintain the quality of the audit provided to the company; and will not give rise to a conflict of interest situation (as defined in section 324CD of the Act). Reasons supporting this decision include: (cid:0) BKI will retain the right to reassess the appointment at any time; (cid:0) Ruwald + Evans has recently merged with another firm, resulting in an additional three independent registered auditors being available to undertake the audit of BKI; (cid:0) Ruwald + Evans does not provide any services to BKI other than audit services; (cid:0) The existing independence and service metrics put in place by Ruwald + Evans and BKI are sufficient to ensure that auditor independence will not be diminished by such an extension. 20. Auditor’s Independence Declaration The Auditor’s Independence Declaration for the year to 30 June 2014 is on page 58. This report is made in accordance with a resolution of the Directors. Robert D Millner Director Sydney, 12 August 2014 20 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE The Board of BKI Investment Company Limited (the Company) are committed to achieving and demonstrating the highest standards of corporate governance. Unless otherwise stated, during the reporting year the Company has followed the Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition) set by the ASX Corporate Governance Council. The Company intends to follow the Corporate Governance Principles and Recommendations (3rd Edition), set by the ASX Corporate Governance Council, for the 2015FY. This report summarises the Company’s application of the 8 Corporate Governance Principles and Recommendations, together with an explanation of the Company’s policy concerning trading in company securities. Principle 1 – Lay solid foundations for management and oversight Recommendation 1.1: Companies should establish the functions reserved to the Board and those delegated to Senior Executives and disclose those functions The Board of Directors (hereinafter referred to as the Board) is responsible for the corporate governance of the Company and its controlled entities. The Directors of the Company are required to act honestly, transparently, diligently, independently, and in the best interests of all shareholders in order to increase shareholder value. The Directors are responsible to the shareholders for the performance of the Group in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Group is properly managed. Role of the Board The responsibilities of the Board include: (cid:0) contributing to the development of and approving the corporate strategy (cid:0) reviewing and approving business results, business plans and financial plans (cid:0) ensuring regulatory compliance (cid:0) ensuring adequate risk management processes (cid:0) monitoring the Board composition, Director selection and Board processes and performance (cid:0) overseeing and monitoring: • organisational performance and the achievement of the Group’s strategic goals and objectives • compliance with the Group’s code of conduct (cid:0) monitoring financial performance including approval of the annual report and half-year financial reports and liaison with the Group’s auditors (cid:0) appointment and contributing to the performance assessment of the Chief Executive Officer and external service providers (cid:0) enhancing and protecting the reputation of the Group (cid:0) reporting to shareholders. Role of Senior Executives The responsibilities of Senior Executives include: (cid:0) organisation and monitoring of the investment portfolio (cid:0) managing organisational performance and the achievement of the Group’s strategic goals and objectives (cid:0) management of financial performance (cid:0) management of internal controls (cid:0) appointment, management and assessing the performance assessment of other Executives and staff 2014 Annual Report 21 BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Recommendation 1.2: Companies should disclose the process for evaluating the performance of Senior Executives. Performance of Senior Executives is measured against relative market indices and financial and strategic goals approved by the Board. Performance is measured on an ongoing basis using management reporting tools. Principle 2 – Structure the Board to add value The key elements of the Board composition include: (cid:0) ensuring, where practicable to do so, that a majority of the Board are Independent Directors (cid:0) Non-Executive Directors bring a fresh perspective to the Board’s consideration of strategic, risk and performance matters and are best placed to exercise independent judgement and review and constructively challenge the performance of management (cid:0) the Company is to maintain a mix of Directors on the Board from different backgrounds with complementary skills and experience (cid:0) the Board seeks to ensure that: • at any point in time, its membership represents an appropriate balance between Directors with experience and knowledge of the Group and Directors with an external perspective • the size of the Board is conducive to effective discussion and efficient decision making. Details of the members of the Board, their experience, expertise, qualifications and independent status are set out in the Directors’ report under the heading “Directors”. Recommendation 2.1: A majority of the Board should be Independent Directors Recommendation 2.2: The Chair should be an Independent Director The Company has not followed recommendation 2.1 or recommendation 2.2 as the Board currently comprises two independent Non-Executive Directors and two Non-Executive Directors and the Chair is not an Independent Director. Of the members of the Board, Mr Hall and Mr Huntley are considered independent. Mr Hall is defined as independent despite being a BKI director for over ten years. During this time Mr Hall has never been engaged in an executive capacity nor has he partaken in any management activities of the company, and his interaction with current BKI management has always been at a governance level. Mr Huntley is defined as independent as his shareholding in the Company at less than 5% of issued capital is not considered substantial. Mr Millner although meeting other criteria, and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he is an officer of Washington H. Soul Pattinson and Company Limited, which is a substantial shareholder of the Company. Mr Payne although meeting other criteria, and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he is an officer of Brickworks Limited, which is an associated entity of Washington H. Soul Pattinson and Company Limited, a substantial shareholder of the Company. In relation to Director independence, materiality is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Group is considered material. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it impacts the shareholders’ understanding of the Director’s performance. Recommendations 2.1 and 2.2 have not been followed because the Board believes that all Directors exercise and bring to bear an unfettered and independent judgement towards their duties. BKI Investment Company Limited listed on the Australian Stock exchange on 12 December 2003 to take over the investment portfolio of 22 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Brickworks Limited and given their long standing association with the BKI Portfolio the Board is satisfied that Mr Millner and Mr Payne play an important role in the continued success and performance of the Group. In accordance with the Corporations Act 2001, any member of the Board who has an interest that could conflict with those of the Company must inform the Board. Where the Board considers that a significant conflict exists it may exercise discretion to determine whether the Director concerned may be present at any meeting while the item is considered. Mr Millner and Mr Payne do not meet the criteria for independence in accordance with the ASX Corporate Governance Principles and Recommendations, however, for the reasons stated above they can be considered to be acting independently and in the best interest of the Group in the execution of their duties. Recommendation 2.3: The roles of Chair and Chief Executive Officer should not be exercised by the same individual The roles of Chair and Chief Executive Officer are not occupied by the same individual. Recommendation 2.4: The Board should establish a Nomination Committee The Company established a Nomination Committee effective from 12 December 2003. The Nomination Committee consists of Directors who are not up for re-election during the year. Below are the current members of the Committee, effective from the Company’s 2013 Annual General Meeting. RD Millner (Chairman) AJ Payne IT Huntley The main responsibilities of the Committee are to: (cid:0) assess the membership of the Board having regard to present and future needs of the Group (cid:0) assess the independence of Directors to ensure the majority of the Board are Independent Directors (cid:0) propose candidates for Board vacancies, with consideration given to qualifications, experience, domicile, and diversity of background (cid:0) oversee Board succession (cid:0) evaluate Board performance. Recommendation 2.5: Companies should disclose the process for evaluating the performance of the Board, its Committees and Individual Directors The Board undertakes an annual self assessment of its collective performance. The self assessment: (cid:0) compares the performance of the Board with goals and objectives (cid:0) sets forth the goals and objectives of the Board for the upcoming year The performance evaluation is conducted in such manner as the Board deems appropriate. In addition, each Board Committee undertakes an annual self assessment on the performance of each Committee and achievement of Committee objectives. The Chairman annually assesses the performance of individual Directors, and meets privately with each Director to discuss this assessment. The Chairman’s performance is reviewed by the Board. 2014 Annual Report 23 BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Principle 3 – Promote ethical and responsible decision-making Recommendation 3.1: Companies should establish a Code of Conduct and disclose the code or a summary of the code The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all Directors, employees and external service providers. The Code is regularly reviewed to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group’s integrity. A signed Code has been received from the CEO, Mr TCD Millner, the Senior Investment Analyst, Mr W Culbert, and from Mr JP Pinto as a representative of Corporate & Administrative Services Pty Limited. No diversions from the Code were noted during the year. In summary, the Code requires that at all times all Group personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and company policies. This includes taking into account: (cid:0) their legal obligations and the reasonable expectations of their stakeholders (cid:0) their responsibility and accountability for reporting and investigating reports of unethical practices. Recommendation 3.2: Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them The Company has established and disclosed on its website its Diversity Policy. The Company is committed to creating a workplace environment and culture that: (cid:0) Is free of discrimination (cid:0) Is conducive to attracting and retaining people from a broad experience base (cid:0) Rewards performance (cid:0) provides opportunities that allow individuals to reach their full potential irrespective of background or difference. (cid:0) Is understanding of each individual’s personal circumstances Recommendation 3.3: Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them The Board of BKI is committed to appointing employees, Directors and other Officers based on merit, free from positive or negative bias on any ground including gender. BKI currently has four Non-executive Directors, one Executive employee (the Chief Executive Officer), one employee (the Senior Investment Analyst) and two other Company Officers (Company Secretaries) appointed on a contract basis through Corporate & Administrative Services Pty Limited. This minimalist organisational structure, combined with low Director and Executive turnover, is a significant driver in the successful establishment of a business model that continues to deliver solid shareholder returns combined with low investment risk while maintaining a competitive cost structure. Given the current organisation structure, the Board has determined that numerical gender targets are not appropriate short-term objectives for the Company. Rather, the most appropriate initial measurable objectives addressing gender diversity will be those that ensure BKI implements workplace policies and practices such that when new employees or Board members are required, the Company will recruit from a diverse pool of potential employees or Directors, all of whom have skill sets appropriate for the role in question. 24 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) The following table outlines the measureable objectives the Company will initially focus on to achieve gender diversity. Objective Progress achieved to date Develop and promote a Diversity Policy that promotes a corporate culture of diversity Policy developed, displayed on corporate website, and distributed to appropriate stakeholders Update recruitment documents, processes, and partners to ensure the company always appeals to, and targets, a diverse pool of potential employees Performed review of existing recruitment documents and Nomination Committee policies and procedures Update internal policies and procedures to reflect flexible work culture Performed review of corporate leave policy. Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board Role Director Executive Employees Other Employees Other Officers (Contracted*) Total Employees and Officers Female Total Male Total Female % Male % Nil Nil Nil 1 1 4 1 1 1 7 0% 0% 0% 50% 100% 100% 100% 50% 12.5% 87.5% * through Corporate & Administrative Services Pty Limited Principle 4 – Safeguard integrity in financial reporting Recommendation 4.1: The Board should establish an Audit Committee The members of the Audit Committee at the date of this annual financial report are: DC Hall (Chairman) AJ Payne IT Huntley Recommendation 4.2: The Audit Committee should be structured so that it: (cid:0) consists only of Non-Executive Directors (cid:0) consists of a majority of Independent Directors (cid:0) is chaired by an independent Chair, who is not Chair of the Board (cid:0) has at least three members The Audit Committee consists only of Non-Executive Directors. The majority of members are independent. 2014 Annual Report 25 BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) The Chairman of the Audit Committee is an independent, Non-Executive Director who is not Chairman of the Board. The Chairman of the Audit Committee is also required to have accounting or related financial expertise, which includes past employment, professional qualification or other comparable experience. The other members of the Audit Committee are all financially literate and have a strong understanding of the industry in which the Group operates. Recommendation 4.3: The Audit Committee should have a formal charter The main responsibilities of the Audit Committee as defined in the Audit Committee Charter are to: (cid:0) review, assess and approve the annual report, half-year financial report and all other financial information published by the Group or released to the market (cid:0) review the effectiveness of the organisation’s internal control environment covering: - - effectiveness and efficiency of operations reliability of financial reporting - compliance with applicable laws and regulations. (cid:0) oversee the effective operation of the risk management framework (cid:0) recommend to the Board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, the scope and quality of the audit and assess performance and consider the independence and competence of the external auditor on an ongoing basis. The Audit Committee receives certified independence assurances from the external auditors (cid:0) review and approve the level of non-audit services provided by the external auditors and ensure it does not adversely impact on auditor independence. The external auditor will not provide services to the Group where the auditor would have a mutual or conflicting interest with the Group; be in a position where they audit their own work; function as management of the Group; or have their independence impaired or perceived to be impaired in any way (cid:0) review and monitor related party transactions and assess their priority (cid:0) report to the Board on matters relevant to the Committee’s role and responsibilities The external auditor will attend the Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. Principle 5 – Make timely and balanced disclosure Recommendation 5.1: Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies The Chairman and Company Secretary have been nominated as being the persons responsible for communications with the Australian Stock Exchange (ASX). This role includes the responsibility for ensuring compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and co-ordinating information disclosure to ASX. The Chairman and Chief Executive Officer are responsible for disclosure to analysts, brokers and shareholders, the media and the public. The Company has written policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the Group that a reasonable person would expect to have a material effect on the price of the Company’s securities. 26 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Principle 6 – Respect the rights of shareholders Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy The Board aims to ensure that shareholders are informed of all major developments affecting the Group. Shareholders are updated with the Group’s operations via monthly ASX announcements of the net tangible asset (NTA) backing of the portfolio and other disclosure information. All recent ASX announcements and annual reports are available on the ASX website, or alternatively, by request via email, facsimile or post. In addition, a copy of the Annual Report is distributed to all shareholders who elect to receive it, and is available on the Group’s website. The Board encourages participation by shareholders at the Annual General Meeting to ensure a high level of accountability and to ensure that shareholders remain informed about the Group’s performance and goals. Principle 7 – Recognise and manage risk Recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies The Board is committed to the identification and quantification of risk throughout the Group’s operations. Considerable importance is placed on maintaining a strong control environment. The Board has approved a Risk Management Policy governing the effective discharge of the responsibilities of the Board and Executives for the management of business, market, credit, operational liquidity and reputational risk. There is an organisational structure with clearly drawn lines of accountability. Adherence to the code of conduct is required at all times and the Board actively promotes a culture of quality and integrity. Recommendation 7.2: The Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. The Board operates to minimise exposure to investment risk, in part, by implementing stringent processes and procedures to effectively manage investment risk. Management of investment risk is fundamental to the business of the Group being an investor in Australian listed securities. An Investment Committee has been established to perform, among other roles, investment risk mitigation. The Investment Committee consists of the following members: RD Millner (Chairman) AJ Payne IT Huntley TCD Millner The main responsibilities of the Committee are to: (cid:0) assess the information and recommendations received from the Chief Executive Officer in his role as portfolio manager regarding the present and future investment needs of the Group (cid:0) assess the performance of the Chief Executive Officer in his role as portfolio manager (cid:0) evaluate investment performance. 2014 Annual Report 27 BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Recommendation 7.3: The Board should disclose whether it has received assurance from the Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act 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. The Chief Executive Officer and the administrative and company secretarial service provider, namely Mr TCD Millner and Mr JP Pinto of Corporate & Administrative Services Pty Ltd, have made the following certifications to the Board in accordance with Section 295A of the Corporations Act: (cid:0) that the Group’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Parent and consolidated entities in accordance with all mandatory professional reporting requirements (cid:0) that the above statement is founded on a sound system of internal control and risk management which implements the policies adopted by the Board and that the Group’s risk management and internal control is operating effectively and efficiently in all material respects in relation to financial reporting risks Principle 8 – Remunerate fairly and responsibly Recommendation 8.1: The Board should establish a Remuneration Committee. The Group has established a Remuneration Committee consisting of the following members: AJ Payne (Chairman) DC Hall RD Millner IT Huntley The Remuneration Committee oversees and reviews remuneration packages and other terms of employment for Executive Management. In undertaking their roles the Committee members consider reports from external remuneration experts on recent developments on remuneration and related matters. Mr RD Millner abstains from any discussions and voting in relation to the remuneration of the CEO, Mr TCD Millner, in order to avoid any conflict of interest. Executive remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to personal and corporate performance, contribution to long term growth, relevant comparative information and independent expert advice. Performance is measured against relative market indices. Any person engaged in an executive capacity is required to sign a formal employment contract at the time of their appointment covering a range of matters including their duties, rights, responsibilities, and any entitlements on termination. As well as a base salary, remuneration in such circumstances could be expected to include superannuation, performance-related bonuses and fringe benefits. 28 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CORPORATE GOVERNANCE (continued) Recommendation 8.2: Companies should clearly distinguish the structure of Non-Executive Directors’ remuneration from that of Executive Directors and Senior Executives. Fees for Non-Executive Directors reflect the demands on and responsibilities of our Directors. Non-Executive Directors are remunerated by way of base fees and statutory superannuation contributions and do not participate in schemes designed for the remuneration of executives. Non-Executive Directors do not receive any options, bonus payments nor are provided with retirement benefits other than statutory superannuation. The Remuneration Committee’s terms of reference include responsibility for reviewing any transactions between the organisation and the Directors, or any interest associated with the Directors, to ensure the structure and terms of the transaction are in compliance with the Corporations Act 2001 and are appropriately disclosed. Trading Policy ASX Listing Rule 12.9 requires that a Company must establish a policy concerning trading in company securities by Directors, Senior Executives and employees, and release the policy to the market The Company has developed a Share Trading Policy which has been fully endorsed by the Board and applies to all Directors and employees. BKI Limited’s policy regarding allowable dealings by Directors, Officers and employees in BKI shares, options and other securities requires each person to: (cid:0) never engage in short term trading of the Company’s securities; (cid:0) not deal in the Company’s securities while in possession of price sensitive information; (cid:0) notify the Company Secretary of any material intended transactions involving the Company’s securities; and (cid:0) restrict their buying and selling of the corporation’s securities to the following Trading Windows:- • during the currency of a prospectus; • for a new issue while rights are being traded; • where shares are offered pursuant to an approved employee share scheme; • to 14 days after the release of the company’s half yearly announcement; • to 14 days after the release of the company’s annual results announcements; • to 14 days after the Annual General Meeting; and • to 14 days after release of an NTA announcement. Any request to trade outside of the Trading Window must be made in writing to the Company Secretary, who will record the request in a register that contains all relevant details of such dealings and the current interests held by Directors. Any such requests will be subject to approval by the Chairman. No requests were made during the current year to trade outside of the Trading Window. The Directors are satisfied that the Group has complied with its policies on ethical standards, including trading in securities. 2014 Annual Report 29 BKI INVESTMENT COMPANY LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Revenue from investment portfolio Revenue from bank deposits Other gains Income from operating activities before special investment revenue Operating expenses Expenses associated with acquisition of controlled entity Operating result before income tax expense and special investment revenue Income tax expense Note 2 (a) 2 (c) 2 (d) 3 4 2014 $’000 2013 $’000 36,539 30,312 1,791 232 1,463 196 38,562 31,971 (1,251) (1,156) (75) 37,236 (1,296) - 30,815 (888) Net Operating Result before special investment revenue 35,940 29,927 Special investment revenue 2 (b) 1,499 3,685 Net Operating Profit 37,439 33,612 Profit for the year attributable to members of the Company 37,439 33,612 Basic and diluted Earnings Per Share before special dividend income Basic and diluted Earnings Per Share after special dividend income 22 22 7.15 7.45 6.81 7.65 2014 Cents 2013 Cents This Income Statement should be read in conjunction with the accompanying notes 30 2014 Annual Report BKI INVESTMENT COMPANY LIMITED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014 Profit for the year attributable to members of the Company Other Comprehensive Income Unrealised gains on investment portfolio Deferred tax expense on unrealised gains on investment portfolio Realised losses on investment portfolio Tax benefit relating to realised losses on investment portfolio Total Other Comprehensive Income Total Comprehensive Income 2014 $’000 2013 $’000 37,439 33,612 73,069 95,396 (21,921) (15,694) (28,619) (2,537) 4,708 761 40,162 65,001 77,601 98,613 This Statement of Other Comprehensive income should be read in conjunction with the accompanying notes. 2014 Annual Report 31 BKI INVESTMENT COMPANY LIMITED CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2014 Current Assets Cash and cash equivalents Trade and other receivables Trading portfolio Prepayments Current tax asset Total Current Assets Non-Current Assets Investment portfolio Property, plant & equipment Deferred tax assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Current tax liabilities Employee benefits Total Current Liabilities Non-Current Liabilities Deferred tax liabilities Total Non-Current Liabilities Total Liabilities Net Assets Equity Share capital Revaluation reserve Realised capital gains reserve Retained profits Total Equity Note 2014 $’000 2013 $’000 6 7 9 8 9 10 11 12 13 14 40,960 7,488 761 20 - 36,230 6,232 - 25 138 49,229 42,625 804,162 11 10,352 634,123 4 4,966 814,525 639,093 863,754 681,718 291 230 18 539 385 - 15 400 15 71,769 49,286 71,769 49,286 72,308 49,686 791,446 632,032 16 17 18 19 599,124 164,646 (12,237) 39,913 484,198 113,498 (1,251) 35,587 791,446 632,032 This Balance Sheet should be read in conjunction with the accompanying notes 32 2014 Annual Report BKI INVESTMENT COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014 Share Capital $’000 Revaluation Reserve $’000 Realised Capital Gains Reserve $’000 Retained Profits $’000 Total Equity $’000 Total equity at 1 July 2012 460,080 46,721 525 32,313 539,639 Issue of shares, net of cost Dividends paid or provided for Revaluation of investment portfolio Provision for tax on unrealised gains on revaluation of investment portfolio Net operating profit for the year Net realised losses through other comprehensive income 24,118 - - - - - - - 95,396 (28,619) - - - - - - - - 24,118 (30,338) (30,338) - - 95,396 (28,619) 33,612 33,612 (1,776) - (1,776) Total equity at 30 June 2013 484,198 113,498 (1,251) 35,587 632,032 Total equity at 1 July 2013 484,198 113,498 (1,251) 35,587 632,032 Issue of shares, net of cost Dividends paid or provided for Revaluation of investment portfolio Provision for tax on unrealised gains on revaluation of investment portfolio Net operating profit for the year Net realised losses through other comprehensive income 114,926 - - - - - - - 73,069 (21,921) - - - - - - - - 114,926 (33,113) (33,113) - - 73,069 (21,921) 37,439 37,439 (10,986) - (10,986) Total equity at 30 June 2014 599,124 164,646 (12,237) 39,913 791,446 This Statement of Changes in Equity should be read in conjunction with the accompanying notes 2014 Annual Report 33 BKI INVESTMENT COMPANY LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Cash flows from operating activities Payments to suppliers and employees Dividends and distributions received Payments for trading portfolio stocks Proceeds from sale of trading portfolio stocks Interest received Interest paid Income tax paid Note 2014 $’000 2013 $’000 (1,352) 36,862 (1,510) 2,577 1,743 (3) (499) (1,314) 32,607 (646) 842 1,284 - (1,026) Net cash inflow from operating activities 19(a) 37,818 31,747 Cash flows from investing activities Cash acquired on acquisition of controlled entity Payments for investment portfolio Proceeds from sale of investment portfolio Payments for plant and equipment 702 - (132,324) (21,115) 21,236 (10) 6,822 - Net cash outflow from investing activities (110,396) (14,293) Cash flows from financing activities Proceeds from issues of ordinary shares less issue costs Dividends paid 105,190 (27,882) 18,946 (25,166) 5(a) Net cash inflow / (outflow) from financing activities 77,308 (6,220) Net increase in cash held Cash at the beginning of the year 4,730 11,234 36,230 24,996 Cash at the end of the year 6 40,960 36,230 This Cash Flow Statement should be read in conjunction with the accompanying notes 34 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. Summary of Significant Accounting Policies The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report covers the parent entity of BKI Investment Company Limited and its controlled entities, with information relating to BKI Investment Company Limited as an individual parent entity, summarised in Note 28. BKI Investment Company Limited is a listed public company, incorporated and domiciled in Australia. The financial report complies with all International Financial Reporting Standards (IFRS) in their entirety. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Basis of Preparation The accounting policies set out below have been consistently applied to all years presented. The Group has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases and their equivalent AASB terminology are as follows: Phrase Market Value Cash Share Capital AASB Terminology Fair Value for Actively Traded Securities Cash and Cash Equivalents Contributed Equity Reporting Basis and Conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Accounting Policies a. Principles of Consolidation A controlled entity is any entity BKI Investment Company Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 25 to the financial statements. All controlled entities have a June financial year-end. All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Where controlled entities have entered or left the Group during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased. Minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report. 2014 Annual Report 35 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. Summary of Significant Accounting Policies (continued) b. Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non- assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet 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 apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. BKI Investment Company Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax balances resulting from unused tax losses and tax credits, which are immediately assumed by the parent entity. The current tax liability of each group entity is then subsequently assumed by the parent entity. The group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 12 December 2003. The tax consolidated group has entered a tax sharing agreement whereby each entity 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. c. Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. The Group has two portfolios of securities, the investment portfolio and the trading portfolio. The investment portfolio relates to holdings of securities which the Directors intend to retain on a long-term basis and the trading portfolio comprises securities held for short term trading purposes. Securities within the investment portfolio are classified as ‘financial assets measured at fair value through other comprehensive income’, and are designated as such upon initial recognition. Securities held within the trading portfolio are classified as ‘mandatorily measured at fair value through profit or loss in accordance with AASB 9’. 36 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. Summary of Significant Accounting Policies (continued) c. Financial Instruments (continued) Valuation of investment portfolio Listed securities are initially brought to account at market value, which is the cost of acquisition, and are re-valued to market values continuously. Movements in carrying values of securities are recognised as Other Comprehensive Income and taken to the Revaluation Reserve. Where disposal of an investment occurs, any revaluation increment or decrement relating to it is transferred from the Revaluation Reserve to the Realised Capital Gains Reserve. Valuation of trading portfolio Listed securities are initially brought to account at market value, which is the cost of acquisition, and are re-valued to market values continuously. Movements in carrying values of securities in the trading portfolio are taken to Profit or Loss through the Income Statement. Fair value Fair value is determined based on current bid prices for all quoted investments. d. Employee Benefits (i) Wages, salaries and annual leave Liabilities for wages and salaries, including annual leave, expected to be settled within 12 months of balance date are recognised as current provisions in respect of employees’ services up to balance date and are measured at the amounts expected to be paid when the liabilities are settled. (ii) Long service leave In calculating the value of long service leave, consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at balance date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share incentives Share incentives are provided under the Short and Long Term Incentive Plans. The Short Term Incentive Plan is settled in shares, but based on a cash amount. A provision for the amount payable under the Short Term Incentive plan is recognised on the Balance Sheet. For the Long Term Incentive Plan, the incentives are based on the performance of the Group over a minimum three year period. The incentives are settled in shares (but based on a cash amount). Expenses are recognised over the assessment period based on the amount expected to be payable under this plan, resulting in a provision for incentive payable being built up on the balance sheet over the assessment period. In the event that the executive does not complete the period of service, the cumulative expense is reversed. 2014 Annual Report 37 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. Summary of Significant Accounting Policies (continued) e. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 12 months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet. f. Revenue Sale of investments occurs when the control of the right to equity has passed to the buyer. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend revenue is recognised when the right to receive a dividend has been established. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. All revenue is stated net of the amount of goods and services tax (GST). g. Plant and Equipment Plant and equipment represents the costs of furniture and computer equipment and is depreciated over its useful life, a period of between 3 and 5 years. h. 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 Tax 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 balance sheet are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. i. Segment Reporting Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The Board has been identified as the chief operating decision-maker, as it is responsible for allocating resources and assessing performance of the operating segments. j. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where a retrospective restatement of items in the statement of financial position has occurred, presentation of the statement as at the beginning of the earliest comparative period has been included. k. Rounding of Amounts The parent has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial report and Directors’ report have been rounded off to the nearest $1,000. 38 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. Summary of Significant Accounting Policies (continued) l. Critical Accounting Estimates and Judgments Deferred Tax Balances The preparation of this financial report requires the use of certain critical estimates based on historical knowledge and best available current information. This requires the Directors and management to exercise their judgement in the process of applying the Group’s accounting policies. The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. In accordance with AASB 112: Income Taxes deferred tax liabilities have been recognised for Capital Gains Tax on unrealised gains in the investment portfolio at the current tax rate of 30%. As the Group does not intend to dispose of the portfolio, this tax liability may not be crystallised at the amount disclosed in Note 15. In addition, the tax liability that arises on disposal of those securities may be impacted by changes in tax legislation relating to treatment of capital gains and the rate of taxation applicable to such gains at the time of disposal. Apart from this, there are no other key assumptions or sources of estimation uncertainty that have a risk of causing a material adjustment to the carrying amount of certain assets and liabilities within the next reporting period. m. Australian Accounting Standards not yet effective The Group has not applied any Australian Accounting Standards or UIG interpretations that have been issued as at balance date but are not yet operative for the year ended 30 June 2014 (“the inoperative standards”). The impact of the inoperative standards has been assessed and the impact has been identified as not being material. The Group only intends to adopt inoperative standards at the date at which their adoption becomes mandatory. 2014 Annual Report 39 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 2. Revenues (a) Revenue from investment portfolio Fully franked dividends Unfranked dividends Trust Distributions Total ordinary revenue from investment portfolio (b) Special investment revenue Fully franked dividends Unfranked dividends Total special revenue from investment portfolio (c) Revenue from bank deposits Interest received (d) Other gains Net realised gain on sale of investments held for trading Net unrealised gain/(loss) on investments held for trading Total other gains Total Income 3. Operating Expenses Administration expenses Occupancy costs Employment expenses Professional fees Depreciation Interest Expense Total Expenditure 2014 $’000 2013 $’000 33,176 28,150 1,285 2,078 1,495 667 36,539 30,312 1,114 385 1,499 3,655 30 3,685 1,791 1,463 234 (2) 232 196 - 196 40,061 35,656 371 11 707 156 3 3 305 8 677 165 1 - 1,251 1,156 40 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 4. Tax Expense The aggregated amount of income tax expense attributable to the year differs from the amounts prima facie payable on profits from ordinary activities. The difference is reconciled as follows: (a) Operating profit before income tax expense and net gains on investment portfolio Tax calculated at 30% (2013: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: - Franked dividends and distributions received - Accounting distributions not taxable - Costs associated with acquisition of subsidiary - Under provision in prior year Net tax expense on operating profit before net gains on investments Net realised (losses) on investment portfolio Tax calculated at 30% (2013: 30%) Tax effect of: - difference between accounting and tax cost bases for capital gains purposes Total Tax expense (b) The components of tax expense comprise: Current tax Deferred tax Under provision in prior year 2014 Annual Report 2014 $’000 2013 $’000 38,735 34,500 11,621 10,350 (10,287) (9,542) (91) 23 30 1,296 - - 80 888 (15,694) (2,537) (4,708) (761) - (3,412) 1,122 (4,564) 30 (3,412) - 127 712 (665) 80 127 41 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 5. Dividends (a) Dividends paid during the year Final dividend for the year ended 30 June 2013 of 3.40 cents per share (2012 final: 3.20 cents per share) fully franked at the tax rate of 30%, paid on 30 August 2013 Interim dividend for the year ended 30 June 2014 of 3.45 cents per share (2013 interim: 3.25 cents per share) fully franked at the tax rate 30%, paid on 28 February 2014 Interim special dividend for the year ended 30 June 2014 of Nil cents per share (2013 interim: 0.50 cents per share fully franked at the tax rate 30%) Total Dividends paid in cash or invested in shares under the dividend reinvestment plan ("DRP") Paid in cash Reinvested in shares via DRP Total Franking Account Balance Balance of the franking account after allowing for tax payable in respect of the current year's profits and the receipt of dividends recognised as receivables Impact on the franking account of dividends declared but not recognised as a liability at the end of the financial year Net available (b) Dividends declared after balance date 2014 $’000 2013 $’000 15,169 13,681 17,944 14,436 - 2,221 33,113 30,338 27,882 5,231 25,166 5,172 33,113 30,338 20,987 18,883 (7,864) (6,501) 13,123 12,382 Since the end of the year the Directors have declared a final ordinary dividend for the year ended 30 June 2014 of 3.50 cents per share fully franked at the tax rate of 30% (2013: final ordinary dividend of 3.40 cents per share fully franked at the tax rate of 30%), payable on 28 August 2014, but not recognised as a liability at the year end. 42 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 6. Cash and Cash Equivalents Cash at bank Short term bank deposits 7. Trade and Other Receivables Dividends and distributions receivable Interest receivable Other receivable 8. Current Tax Assets Income tax refundable 9. Financial Assets - Investment Portfolio Trading Portfolio - Current Listed securities at fair value held for trading Investment Portfolio - Non-Current Listed securities at fair value available for sale Total Investment Portfolio 10. Property, plant and equipment Office equipment, furniture & fittings at cost Accumulated depreciation Total 2014 $’000 2013 $’000 460 40,500 40,960 1,230 35,000 36,230 6,901 5,839 458 129 391 2 7,488 6,232 - 138 761 - 804,162 634,123 804,923 634,123 29 (18) 11 19 (15) 4 Reconciliation of the carrying amounts of each class of asset at the beginning and end of the financial year: Office equipment, furniture & fittings at cost Carrying value at 1 July Additions Depreciation expense Carrying value at 30 June 2014 Annual Report 4 10 (3) 11 5 - (1) 4 43 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 11. Deferred Tax Assets The deferred tax asset balance comprises the following timing differences and unused tax losses: Transaction costs on equity issues Accrued expenses Tax losses Movements in deferred tax assets 2014 $’000 2013 $’000 499 56 9,797 10,352 62 87 4,817 4,966 Opening Balance $'000 49 57 4,094 4,200 62 87 4,817 4,966 Transaction costs on equity issues Accrued expenses Tax losses Balance as at 30 June 2013 Transaction costs on equity issues Accrued expenses Tax losses Balance as at 30 June 2014 12. Trade and Other Payables Current Liabilities Creditors and accruals 13. Current Tax Liabilities Provision for income tax 44 Credited/ (Charged) to Statement of Comprehensive Income $'000 Credited/ (Charged) to Equity $'000 13 30 723 766 (137) (31) 4,980 4,812 Closing Balance $'000 62 87 4,817 4,966 - - - - 574 - - 574 499 56 9,797 10,352 2014 $’000 2013 $’000 291 385 230 - 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 14. Employee Benefits Aggregate employee benefits Analysis of provisions: Current 15. Deferred Tax Liabilities The deferred tax liability balance comprises the following timing differences: Revaluation of investments held Non rebateable dividends receivable and interest receivable Movements in deferred tax liabilities 2014 $’000 2013 $’000 18 15 18 18 15 15 71,196 48,961 573 325 71,769 49,286 (Credited)/ Charged to Statement of Comprehensive Income $'000 (Credited)/ Charged to Equity $'000 Closing Balance $'000 - 28,589 48,961 101 101 - 325 28,589 49,286 - 22,235 71,196 248 248 - 573 22,235 71,769 Opening Balance $'000 20,372 224 20,596 48,961 325 49,286 Revaluation of investment portfolio Unfranked dividends receivable and interest receivable Balance as at 30 June 2013 Revaluation of investment portfolio Unfranked dividends receivable and interest receivable Balance as at 30 June 2014 2014 Annual Report 45 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 2014 $’000 2013 $’000 16. Share Capital (a) Issued and paid-up capital 524,240,486 ordinary shares fully paid (2013: 446,139,639) 599,124 484,198 (b) Movement in ordinary shares Beginning of the financial year Issued during the year: - dividend reinvestment plan - share purchase plan - placement - rights issue - acquisition of controlled entity Gross funds raised during year - less net transaction costs 2014 2013 Number of Shares $’000 Number of Shares $’000 446,139,639 484,198 427,516,347 460,080 3,298,704 - 39,900,000 32,468,378 2,433,765 5,231 - 59,052 48,053 3,931 116,267 (1,341) 3,828,600 14,794,692 - - - 5,171 19,085 - - - 24,256 (138) End of the financial year 524,240,486 599,124 446,139,639 484,198 The Parent does not have an authorised share capital and the ordinary shares on issue have no par value. Holders of ordinary shares participate in dividends and the proceeds on a winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. (c) Capital Management The Group’s objective in managing capital is to continue to provide shareholders with attractive investment returns through access to a steady stream of fully-franked dividends and enhancement of capital invested, with goals of paying higher dividends and providing attractive total returns over the medium to long term. The Group recognises that its capital will fluctuate in accordance with market conditions and in order to maintain or adjust the capital structure, may adjust the amount of dividends paid, issue new shares from time-to-time or return capital to shareholders. The Group’s capital consists of shareholders equity plus net debt. The movement in equity is shown in the Consolidated Statement of Changes in Equity. At 30 June 2014 net debt was $Nil (2013: $Nil). 46 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 17. Revaluation Reserve The Revaluation reserve is used to record increments and decrements on the revaluation of the investment portfolio. Balance at the beginning of the year Revaluation of investment portfolio Balance at the end of the year 18. Realised Capital Gains Reserve The realised capital gains reserve records net gains and losses after applicable taxation arising from the disposal of securities in the investment portfolio. Balance at the beginning of the year Net (losses) on investment portfolio transferred from Statement of Comprehensive Income Balance at the end of the year 19. Retained Profits Retained profits at the beginning of the year Net profit attributable to members of the company Dividends provided for or paid Retained profits at the end of the year 2014 $’000 2013 $’000 113,498 51,148 46,721 66,777 164,646 113,498 (1,251) 525 (10,986) (12,237) (1,776) (1,251) 35,587 37,439 32,313 33,612 (33,113) (30,338) 39,913 35,587 2014 Annual Report 47 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 20. Reconciliation of Cash Flow (a) Reconciliation of cash flow from operating activities to operating profit Net Profit from ordinary activities Non cash items: - expenses associated with acquisition of subsidiary - depreciation expense - unrealised loss on trading investments Change in assets and liabilities, net of effects from consolidation of subsidiary: (Increase) / decrease in trade and other receivables (Increase) / decrease in held for trading investments (Increase) / decrease in prepayments (Increase) / decrease in current tax assets (Increase) / decrease in deferred tax assets (Decrease) increase in payables (Decrease) increase in provisions (Decrease) increase in current tax liabilities (Decrease) increase in deferred tax liabilities 2014 $’000 2013 $’000 37,439 33,612 75 3 2 (1,246) 834 5 138 168 (94) 3 230 261 - 1 - (1,564) - - (138) (5) (162) (2) (96) 101 Net cash inflow from operating activities 37,818 31,747 (b) Non-cash financing and investing activities (i) Dividend reinvestment plan Under the terms of the dividend reinvestment plan, $5,231,000 (2013: $5,171,000) of dividends were paid via the issue of 3,828,600 shares (2013: 4,652,940). (ii) Acquisition of controlled entity During the year the Company Group acquired shares in an unlisted investment company via the issue of 2,433,765 new shares in BKI (refer below). (c) Acquisition of controlled entities During the year the Company acquired 100% of the shares of an unlisted investment company for a consideration of 2,433,765 new shares in BKI Investment Company Limited (2013FY: No acquisitions were made). Based on an issue price of $1.615 per share, the consideration for the acquisition had a fair value of $3,930,530. 21. Auditors’ Remuneration Remuneration of the auditor of the parent entity for: Auditing the financial report of the Parent and the controlled entities 48 24 24 22 22 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 22. Earnings per Share Net Operating Profit Earnings used in calculating basic and diluted earnings per share before special dividend income Earnings used in calculating basic and diluted earnings per share after special dividend income Weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share Basic and diluted earnings per share before special dividend income (cents) Basic and diluted earnings per share after special dividend income (cents) 23. Key Management Personnel Remuneration 2014 $’000 2013 $’000 37,439 33,612 35,940 29,982 37,439 33,612 2014 2013 No. ('000) No. ('000) 502,728 439,281 7.15 7.45 6.81 7.65 The names and positions held of Group Directors and Other Key Management Personnel in office at any time during the financial year are: Name RD Millner DC Hall AJ Payne IT Huntley TCD Millner JP Pinto Position Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer Company Secretary1 1 Services provided under contract through Corporate & Administrative Services Pty Limited Mr William Culbert was appointed as Senior Investment Analyst in December 2013. Mr Culbert is not considered to be a member of Key Management Personnel. Details of the nature and amount of each Non–Executive Director’s and Other Key Management Personnel’s emoluments from the Group in respect of the year to 30 June 2014 have been included in the Remuneration Report section of the Directors’ Report. The combined annual payment to all Non-Executive Directors is capped at $300,000 until shareholders, by ordinary resolution, approve some other fixed sum amount. This amount is to be divided amongst the Directors as the Board may determine. These fees exclude any additional fee for any service based agreement which may be agreed from time to time and the reimbursement of out of pocket expenses. No such payments were made in 2014FY (2013: nil). 24. Superannuation Commitments The Group contributes superannuation payments on behalf of Directors and employees in accordance with relevant legislation. Superannuation funds are nominated by the individual Directors and employees and are independent of the Group. 2014 Annual Report 49 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 25. Related Party Transactions Related parties of the Group fall into the following categories: (i) Controlled Entities At 30 June 2014, subsidiaries of the Parent were: Country of incorporation Percentage Owned (%) Brickworks Securities Pty Limited Huntley Investment Company Pty Limited R Love Investments Pty Limited Pacific Strategic Investments Pty Limited Australia Australia Australia Australia 2014 2013 100 100 100 100 100 100 nil 100 Transactions between the Parent and controlled entities consist of transfers of investment holdings from subsidiaries to the parent entity. In addition, there are loan balances due from the Parent to controlled entities. No interest is charged on the loan balance by the controlled entities and no repayment period is fixed for the loan. (ii) Directors/Officers Related Entities Persons who were Directors/Officers of BKI Investment Company Limited for the year ended 30 June 2014 were: Directors: RD Millner DC Hall AJ Payne IT Huntley Chief Executive Officer: TCD Millner Company Secretary: JP Pinto1 1 Services provided under contract through Corporate & Administrative Services Pty Limited During the period the company conducted a non-renounceable entitlement offer, which was partially underwritten by three of BKI’s directors. This underwriting facility was not called upon. In September 2013 the Company entered into a short term revolving loan agreement with Washington H. Soul Pattinson and Company Limited, a major shareholder in BKI. The facility was established to allow more efficient use of the funds raised in placement completed by the Company in September 2013. The terms and conditions of the facility were as follows; - Facility Limit: $10,000,000 - Interest: 5.0% per annum compounded daily - Term: 14 days The first draw-down on the facility was on 9 September 2013 and repayment was made in full on 12 September 2013. Total interest paid on the facility was $2,891. Corporate & Administrative Services Pty Limited The Group has appointed Corporate & Administrative Services Pty Limited (CAS), an entity in which Mr RD Millner and Mr TCD Millner have an indirect interest, to provide the Group with administration, company secretarial services and preparation of all financial accounts. Fees paid to CAS for services provided to the Parent and controlled entities for the year to 30 June 2014 were $122,100 (2013: $122,100, including GST) and are at standard market rates. No administration fees were owed by the Group to CAS as at 30 June 2014. 50 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 (iii) Transactions in securities (b) Share and Option Holdings Aggregate number of listed securities of the Company held by Key Management Personnel (KMP) or their related entities: Shares 2014 Balance at 1/07/13 Granted as compensation Net Change Other Balance at 30/6/14 Net Movements Post Balance Date Balance at date of Annual Report RD Millner1 7,364,206 DC Hall AJ Payne IT Huntley 252,101 259,810 11,063,445 - - - - TCD Millner1 6,431,309 JP Pinto 15,813 92,415 13,198 803,453 8,167,659 304,384 8,472,043 16,805 17,320 268,906 277,130 9,064 9,064 277,970 286,194 161,535 11,224,980 - 11,224,980 712,370 7,236,094 361,398 7,597,492 3,285 32,296 6,044 38,340 Total 2013 25,386,684 105,613 1,714,768 27,207,065 689,954 27,897,019 Balance at 1/07/12 Granted as compensation Net Change Other Balance at 30/6/13 Net Movements Post Balance Date Balance at date of Annual Report RD Millner1 7,258,659 DC Hall AJ Payne IT Huntley 240,473 226,665 11,063,445 - - - - 105,547 7,364,206 83,148 7,447,354 11,628 33,145 252,101 259,810 - 11,063,445 - - - 252,101 259,810 11,063,445 TCD Millner1 6,324,698 50,099 56,512 6,431,309 175,563 6,606,872 JP Pinto3 Total - 15,029 784 15,813 13,198 29,011 25,113,940 65,128 207,616 25,386,684 271,909 25,658,593 Common to RD Millner and TCD Millner are the following shares held in related companies and trusts in which both hold beneficial interests: - 6,954,579 (2013: 6,265,424) as at 30 June 2014. - 7,231,771 (2013: 6,348,572) as at date of Annual Report Directors acquired shares through the Dividend Reinvestment Plan, the 2012 Share Purchase Plan, the 2013 Entitlement Offer, the 2014 Share Purchase Plan or on-market purchase. There have been no other changes to Directors’ shareholdings during the years ended 30 June 2013 or 30 June 2014. Other Key Management Personnel acquired shares through the Dividend Reinvestment Plan, the 2012 Share Purchase Plan, the 2013 Entitlement Offer, the 2014 Share Purchase Plan, on-market purchase, or purchases by the company on behalf of the KMP in satisfaction of vested performance rights. All Key Management Personnel or their associated entities, being shareholders, are entitled to receive dividends. 26. Financial Reporting by Segments The Group operates solely in the securities industry in Australia and has no reportable segments. 2014 Annual Report 51 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 27. Management of Financial Risk The risks associated with the holding of financial instruments such as investments, cash, bank bills and borrowings include market risk, credit risk and liquidity risk. The Board has approved the policies and procedures that have been established to manage these risks. The effectiveness of these policies and procedures is reviewed by the Audit Committee. a. Financial instruments’ terms, conditions and accounting policies The Group’s accounting policies are included in note 1, while the terms and conditions of each class of financial asset, financial liability and equity instrument, both recognised and unrecognised at the balance date, are included under the appropriate note for that instrument b. Net fair values The carrying amounts of financial instruments in the balance sheets approximate their net fair value determined in accordance with the accounting policies disclosed in note 1 to the accounts. c. Credit risk The risk that a financial loss will occur because counterparty to a financial instrument fails to discharge an obligation is known as credit risk. The credit risk on the Group’s financial assets, excluding investments, is the carrying amount of those assets. The Group’s principal credit risk exposures arise from the investment in liquid assets, such as cash and bank bills, and income receivable. The spread of cash and bank bills between banks is reviewed monthly by the Board to determine if it is within agreed limits. Income receivable is comprised of accrued interest and dividends and distributions which were brought to account on the date the shares or units traded ex-dividend. There are no financial instruments overdue or considered to be impaired. d. Market risk Market risk is the risk that changes in market prices will affect the fair value of a financial instrument. The Group is a long term investor in companies and trusts and is therefore exposed to market risk through the movement of the share/unit prices of the companies and trusts in which it is invested. The market value of the portfolio changes continuously because the market value of individual companies within the portfolio fluctuates throughout the day. The change in the market value of the portfolio is recognised through the Revaluation Reserve. Listed Investments represent 93% (2013: 93%) of total assets. As at 30 June 2014, a 5% movement in the market value of the BKI portfolio would result in: - A 5% movement in the net assets of BKI before provision for tax on unrealised capital gains (2013: 5%); and - A movement of 7.7 cents per share in the net asset backing before provision for tax on unrealised capital gains (2013: 7.1 cents). The performance of the companies within the portfolio, both individually and as a whole, is monitored by the Investment Committee and the Board. BKI seeks to reduce market risk at the investment portfolio level by ensuring that it is not, in the opinion of the Investment Committee, overly exposed to one Group or one particular sector of the market. 52 2014 Annual Report BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 At 30 June 2014, the spread of investments is in the following sectors: Sector Financials Consumer Staples Energy Materials Telecommunications Services Industrials Consumer Discretionary Utilities Health Care Property Trusts Total Investments Cash and dividends receivable Total Portfolio Percentage of total investment Amount 2014 % 41.96 9.27 7.14 7.19 8.19 8.16 3.76 5.56 2.80 0.30 94.32 5.68 2013 % 39.56 11.49 10.29 7.64 7.47 6.83 4.89 3.81 1.34 0.39 93.72 6.28 2014 $'000 358,104 79,087 60,888 61,330 69,889 69,647 32,076 47,443 23,865 2,594 2013 $'000 267,688 77,762 69,636 51,663 50,524 46,227 33,111 25,806 9,041 2,665 804,923 634,123 48,447 42,462 100.00 100.00 853,370 676,585 Securities representing over 5% of the investment portfolio at 30 June 2014 were: Company Commonwealth Bank of Australia National Australia Bank Limited Westpac Banking Corporation BHP Billiton Limited Telstra Corporation Limited Percentage of total investment Amount 2014 % 9.5 8.9 8.1 6.0 5.3 37.9 2013 % 9.7 9.5 7.4 6.3 5.2 2014 $'000 81,398 76,050 68,880 51,303 45,535 2013 $'000 65,824 64,066 50,159 42,932 35,010 38.1 323,166 257,991 The relative weightings of the individual securities and relevant market sectors are reviewed at each meeting of the Investment Committee and the Board, and risk can be managed by reducing exposure where necessary. There are no set parameters as to a minimum or maximum amount of the portfolio that can be invested in a single company or sector. e. Interest Rate Risk The Group is not materially exposed to interest rate risk as all its cash investments, excluding cash in operating bank accounts, are short term (up to 1 year) for a fixed rate. During the year the Group entered into a short term revolving facility (refer Note 25). Given the facility was fixed rate in nature, any movement in market interest rates would not have affected the value of the underlying financial liability nor would it have affected the Group’s operating result. This facility was closed with no liability existing as at 30 June 2014. f. Foreign Currency Risk The Group is not exposed to foreign currency risk as all investments are quoted in Australian dollars. The fair value of the Group’s other financial instruments is unlikely to be materially affected by a movement in interest rates as they generally have short dated maturities and fixed interest rates. 2014 Annual Report 53 BKI INVESTMENT COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 g. Liquidity risk Liquidity risk is the risk that the Group is unable to meet financial obligations as they fall due. The Group has a zero level of gearing, and sufficient cash reserves to meet operating cash requirements at current levels for more than 5 years. The Group’s other major cash outflows are the purchase of securities and dividends paid to shareholders and the level of both of these is fully controllable by the Board. Furthermore, the majority of the assets of the Group are in the form of readily tradeable securities which can be sold on-market if necessary. h. Capital risk management The Group invests its equity in a diversified portfolio of assets that aim to generate a growing income stream for distribution to shareholders in the form of fully franked dividends. The capital base is managed to ensure there are funds available for investment as opportunities arise. Capital is increased annually through the issue of shares under the Dividend Reinvestment Plan. Other means of increasing capital include Rights Issues, Share Placements and Share Purchase Plans. 28. Parent Company Information 2014 $’000 2013 $’000 49,149 1,013,789 1,062,938 429 279,028 279,457 599,124 184,289 783,413 37,452 40,163 42,624 836,469 879,093 320 254,789 255,109 484,198 139,787 623,985 33,612 65,001 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Issued capital Reserves Total shareholders’ equity Net Operating Profit Total Other Comprehensive Income The parent company has no contingent liabilities as at 30 June 2014. 29. Capital and Leasing Commitments The Group has no capital and leasing commitments as at 30 June 2014. 30. Contingent Liabilities The Group has no contingent liabilities as at 30 June 2014. 31. Authorisation The financial report was authorised for issue on 12 August 2014 by the Board of Directors. 54 2014 Annual Report BKI INVESTMENT COMPANY LIMITED DIRECTORS’ DECLARATION The Directors of BKI Investment Company Limited declare that: 1. the financial statements and notes, as set out on pages 30 to 54, are in accordance with the Corporations Act 2001 and: a. b. c. comply with Accounting Standards and the Corporations Regulations; and comply with International Financial Reporting Standards, as stated in note 1 to the financial statements give a true and fair view of the financial position as at 30 June 2014 and of the performance for the year ended on that date of the consolidated entity; 2. 3. in the Directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. this declaration has been made after receiving the declaration required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2014. This declaration is made in accordance with a resolution of the Board of Directors. Robert D Millner Director Sydney 12 August 2014 2014 Annual Report 55 BKI INVESTMENT COMPANY LIMITED INDEPENDENT AUDITOR’S REPORT Level 1 276 Pitt Street Sydney NSW 2000 Australia PO Box 1523 Queen Victoria Building NSW 1230 Australia Phone: 02 9247 7442 Facsimile: 02 9251 4867 Partners: N.F. Olney M.J. Bocxe Consultant: B.R. Houston Email: info@ruwald.com.au ABN 92 826 953 015 www.ruwald.com.au 56 Liability limited by a scheme approved under Professional Standards legislation 2014 Annual Report BKI INVESTMENT COMPANY LIMITED INDEPENDENT AUDITOR’S REPORT Level 1 276 Pitt Street Sydney NSW 2000 Australia PO Box 1523 Queen Victoria Building NSW 1230 Australia Phone: 02 9247 7442 Facsimile: 02 9251 4867 Partners: N.F. Olney M.J. Bocxe Consultant: B.R. Houston Email: info@ruwald.com.au ABN 92 826 953 015 www.ruwald.com.au 2014 Annual Report Liability limited by a scheme approved under Professional Standards legislation 57 BKI INVESTMENT COMPANY LIMITED AUDITOR’S INDEPENDENCE DECLARATION Level 1 276 Pitt Street Sydney NSW 2000 Australia PO Box 1523 Queen Victoria Building NSW 1230 Australia Phone: 02 9247 7442 Facsimile: 02 9251 4867 Partners: N.F. Olney M.J. Bocxe Consultant: B.R. Houston Email: info@ruwald.com.au ABN 92 826 953 015 www.ruwald.com.au 58 Liability limited by a scheme approved under Professional Standards legislation 2014 Annual Report BKI INVESTMENT COMPANY LIMITED ASX ADDITIONAL INFORMATION 1) Equity Holders At 31 July 2014 there were 13,139 holders of ordinary shares in the capital of the Parent. These holders were distributed as follow: No. of Shares held 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total No. of Shareholders 887 1,904 1,926 7,645 777 13,139 531 Holding less than a marketable parcel of 295 shares The 20 largest holdings of the Parent’s share as at 31 July 2014 are listed below: Name Washington H Soul Pattinson and Company Limited Huntley Group Investments Pty Ltd J S Millner Holdings Pty Limited UBS Wealth Management Austalia Nominees Pty Ltd I R McDonald Pty Limited Nulis Nominees (Australia) Limited Navigator Australia Ltd Huntley Group Investments Pty Ltd Farjoy Pty Limited Trevin Ronald Love T N Philiips Investments Pty Limited Lunicash Super Pty Ltd T G Millner Holdings Pty Limited K C Perks Investments Pty Ltd Milton Corporation limited Donald Cant Pty Limited The Miller Foundation ltd Mr Timothy Frank Robertson Joyleen Morris Montgomery One 478 Pty Ltd 2014 Annual Report Shares Held % 61,740,641 11.78 8,523,274 4,940,171 3,203,110 3,000,000 2,208,637 1,994,517 1,630,711 1,441,736 1,352,092 1,298,065 1,250,000 1,242,741 1,233,752 1,223,866 1,119,294 1,100,000 1,088,400 1,081,673 1,080,225 1.63 0.94 0.61 0.57 0.42 0.38 0.31 0.28 0.26 0.25 0.24 0.24 0.24 0.23 0.21 0.21 0.21 0.21 0.21 59 BKI INVESTMENT COMPANY LIMITED ASX ADDITIONAL INFORMATION Votes of Members Article 5.12 of the Company’s Constitution provides a) b) Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a show of hands at a meeting of Members, every Eligible Member present has one vote. Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a poll at a meeting of Members, every Eligible Member present has: (i) one vote for each fully paid up Share (whether the issue price of the Share was paid up or credited or both) that the Eligible Member holds; and (ii) a fraction of one vote for each partly paid up Share that the Eligible Member holds. The fraction is equal to the proportion which the amount paid up on that Share (excluding amounts credited) is to the total amounts paid up and payable (excluding amounts credited on that Share. 2) Substantial Shareholders As at 31 July 2014 the name and holding of each substantial shareholder as disclosed in a notice received by the Parent is: Substantial Shareholders Washington H Soul Pattinson & Company Limited1 Brickworks Limited2 Shares Held % 61,740,641 11.87% 61,740,641 11.87% 1 Details included on substantial shareholder notice dated 18 November 2013 lodged by Brickworks Limited 2 Details included on substantial shareholder notice dated 18 November 2013. Shares held by Brickworks Limited represent a technical relevant interest as a result of Brickworks Limited’s shareholding in Washington H Soul Pattinson & Company Limited. 3) Other Information: (cid:0) There is no current on-market buy-back in place. (cid:0) There were 226 (2013: 34) transactions in securities undertaken by the Group and the total brokerage paid or accrued during the year was $497,746 (2013: $84,438) 4) Management Expense Ratio: The Management Expense Ratio (“MER”) is the total expenses of the Group for the financial year, as shown in the income statement, expressed as a percentage of the average total assets of the Group for the financial year. 30/06/04 30/06/05 30/06/06 30/06/07 30/06/08 30/06/09 30/06/10 30/06/11 30/06/12 30/06/13 30/06/14 0.69% 0.71% 0.56% 0.46% 0.46% 0.31% 0.19% 0.18% 0.18% 0.19% 0.17% 60 2014 Annual Report BKI INVESTMENT COMPANY LIMITED

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