Clime Capital Limited
Annual Report 2016

Plain-text annual report

Clime Investment Management Limited2016 Annual ReportIntegrityTransparencyConvictionThe 2016 financial year has seen the company steady itself on its journey from a pure value-focused equity boutique into offering wider asset allocation choices to our clients.$610min gross funds under management$3.01mdividends to shareholders$4.1mcash in the bankChairman’s Report About Clime Investment Management Economic Commentary Investment Management Report from the Board Director’s Report Auditor’s Independence Declaration Corporate Governance Statement Financial Statements Directors’ Declaration Independent Auditor’s Report to the Members Shareholder Information 2 4 6 8 10 14 29 30 41 86 88 90 Contents 2 | C I W 2 0 1 6 A N N U A L R E P O R T The 2016 year has been significant for a number of reasons. Headline results can be viewed as disappointing when compared with the previous financial year, yet the bottom line has little to do with the underlying core business of investment management. The core business pre- tax from contribution investment management only fell by just over 10% fees before performance and abnormal items. This was the result of challenging investment performance traditional equity in our markets and reluctance of clients and investors to commit additional funds to offset withdrawals for pensions while there was such uncertainty and market volatility. Our sales and marketing team did an excellent job in generally matching outflows with new funds and market movements provided the downward pressure on the closing funds under management in the final month of the financial year. StocksInValue became a wholly owned subsidiary at the end of last financial year and we have had the full benefit of its contribution in the 2015/16 financial year. This service plays a valuable role in expanding our service offering to clients and investment management prospects and will see its offering to subscribers widened over the next 12 months. Clime has two other non-core legs to its business. These are investments in Clime managed funds - called balance sheet investments and the direct 21.75% equity investment in Jasco Holdings Limited that is equity accounted in the financial accounts. Balance sheet investments are valued at market value, the largest being Clime Capital (CAM) valued at $4.58 million at balance date. Being a listed investment company, its value has fluctuated widely. The remaining balance sheet investments involve initial capital provided to establish and seed our new managed fund offerings from time to time. It is now the board’s view that while the non-core investments have provided a valuable security to underpin the development of the investment management business it is time to transition these assets from passive investments into capital investment that more directly supports the growth of our core business. “We are confident that all stakeholders will see improved outcomes for the current financial year” Strategic planning has been a major focus for the board and management during 2015/16. A new business plan has been approved that sees the orderly transition from purely a style-centric Australian equities manager into a broader range of asset management services tailored to wealth maintenance and creation to meet the wider needs of both successful and aspirational Australians. Dear fellow shareholdersC H A I R M A N ’ S R E P O R T | 3 Finally, I would like to thank my fellow directors and staff for the hard work they have put in over the past financial year – a year of great frustration in financial markets. These people are our key asset and invest their personal energy to deliver client and shareholder expectations. We are confident that the additional resources we are putting into place will allow them to more consistently meet and exceed expectations. Don McLay Chairman from in Jasco investment For this reason, we are separating our “private equity” the core business and giving shareholders a more direct and transparent interest in that holding. Jasco has excellent management who have successfully transitioned importer, wholesaler and retailer of arts and crafts of major international stationery and arts materials with a specialist retail niche through its Eckersley’s arts and craft shops, and a valuable industrial property portfolio. the company to an We expect to announce in 2016/17, further new investment supporting this broader wealth management focus in the form of additional professional staff to strengthen and enhance the skills and capabilities of the existing team and more comprehensive facilities and resources in our branches to deliver a wider range of choices and support for clients and prospects. The board is pleased to announce the appointment of Mr Anthony Golowenko as Head of Investments from June 1, 2016. Anthony has had wide portfolio management and asset allocation experience at well-respected global funds manager, State Street Global Advisors. He brings complementary skills in portfolio construction and risk management that will seek to enhance the reliability of returns during this time of higher volatility and lower interest rates. Anthony will work closely with founder and Executive Director John Abernethy who will continue to focus on the strategic aspects of financial markets and being more available to clients. Clime will continue to be a value oriented investment manager with a broader range of skills and tools to protect and grow retirement savings. We are confident that all stakeholders will see improved outcomes for the current financial year. While the behavior of financial markets cannot be predicted with certainty in the short term, shareholders will see growth in Clime’s market penetration and the resources and ability to convert prospects and inquiries into funds under management or funds under advice. 4 | C I W 2 0 1 6 A N N U A L R E P O R T Through our two main trading entities, Clime Asset Management, our funds management business, and StocksInValue, which provides company valuation and research to 1,700 members across Australia, Clime offers a range of services and products for retail and wholesale investors. Clime Asset Management applies a consistent value-based approach to identify the most attractive investment opportunities within our universe of stocks. We are objective based investors and seek to deliver strong risk-adjusted total returns. Clime’s investment objectives are aligned with our client’s investment objectives and are centred on helping everyday Australians achieve security in their retirement. At Clime our investment goals are to; • Grow your retirement savings, • Guard your retirement savings along the way, and • Generate meaningful retirement income We don’t focus on; • Peer group surveys, • Traditional benchmarks, • Short-term returns, or • Tracking error We seek to deliver a smooth profile of returns over a five to seven year investment horizon and are cognisant of the old adage that “the best way to make money, is to not lose it in the first place”. “Integrity, to us, means doing what we say and remaining true to our beliefs” OUR INVESTMENT GOALS Clime seeks to deliver strong risk-adjusted total returns. We aim to extract a solid return from the equity market while assuming an appropriate level of risk. A foundation of our investment approach is that investment risk must be appropriately compensated. We employ an investment framework of • Capital deployed • At what risk • For what likely outcome Because none of these things will help you achieve security in your retirement. Over the long term we aim to achieve a higher return than the market index with lower volatility. About Clime Investment ManagmentClime is an independent, highly-regarded Australian fund manager specialising in value investing and focused on delivering absolute returns. We are run by a team of experienced investors, for investors.A B O U T C L I M E I N V E S T M E N T M A N A G E M E N T | 5 “Grow, Guard, Generate” John Abernethy Chief Investment Officer As Clime’s Chief Investment Officer, John Abernethy has overall responsibility for funds management. John has over 30 years experience in funds management. Prior to establishing Clime, John’s roles included ten years at NRMA Investments as the head of equities, where he successfully managed investment portfolios totalling $2 billion. Richard Proctor Chief Operating Officer Richard has overall responsibility for the operational aspects of Clime and is the group Finance Director. He has expertise in managing all operational functions of a business and in ensuring that client requirements are met. He has extensive experience in managing operational teams in large international companies. Anthony Golowenko Head of Investments Anthony has 20 years portfolio investment experience and is passionate about developing innovative solutions to meet risk/return objectives. Anthony joins Clime from State Street Global Advisors where his most recent roles included Senior Portfolio Strategist – Asia Pacific and Head of Active Australian Equities. He is responsible for portfolio management and risk management outcomes. Biju Vikraman Group Finance Manager and Joint Company Secretary Biju manages the reporting and financial accounting functions and is Group Compliance Officer. He has been with Clime for more than 5 years and was appointed as Joint Company Secretary in June 2015. Biju is an Australian and Indian Chartered Accountant with a Bachelor of Commerce degree from the University of Mumbai. He has held senior roles with four large accounting firms and listed entities within Australia, India and Africa. Rob Hardy Head of Sales and Marketing Rob has been with Clime for more than 5 years, having previously held the position as Managing Director of Time Life Europe/Asia Pacific. A leading member within the marketing industry for more than 25 years, running direct marketing companies all over the world. Rob is responsible for Clime’s brand development, client acquisition and expansion and integration of the sales process across Australia. 6 | C I W 2 0 1 6 A N N U A L R E P O R T Each week through various publications, Clime outlines its views on markets and factors that affect the world’s economic position. What follows is an example of a recent post that highlights the extraordinary period through which the world is passing. “ The largest Central Banks have seemingly lost control of their policy settings while smaller players (like Australia’s RBA) are held hostage to interest rate and currency manipulation. It seems that the G20 leaders forum (which reached its zenith in February 2009) has lost its ability to co-operatively address major international issues and create the framework for growth. Back in early 2009, the G20 came of age when it co-ordinated a worldwide response to the GFC. Massive fiscal stimulation and the underwriting of major financial institutions dragged the world back from the economic abyss and depression was averted. However since that date, many members of the G20 have simply maintained policies to protect themselves from the rigours of the market place. The clearest examples are the open-ended quantitative easing programs that have meant that bankrupt countries need not restructure their economies, and cash rate settings at or below zero that have driven long term bond yields to negative in both Europe and Japan. Bond defaults have been averted because governments are required to pay hardly any interest on debt they cannot possibly repay. “Rather than cutting interest and destabilising our economic growth, it seems logical to take affirmative action” Today, the G20 struggles to formulate a co-ordinated strategy to deal with sluggish world growth, burgeoning debt, zero interest rates and the growing wealth divide. This continued failure will lead many countries to initiate independent strategies focused Economic CommentaryE C O N O M I C C O M M E N T A R Y | 7 upon their own well-being. As that occurs, more volatility in markets will occur with some economies benefiting while others falter. Unfortunately such policies will create even further instability. It is our view that Australia would prosper by taking constructive steps to mobilise the abundant superannuation capital at its disposal. Australia should review its open market rules as it relates to countries that undertake interest rate and currency manipulation, open ended quantitative easing, covert trade barriers and significant under-payment of their workforces. Unfair advantages take many forms, but manipulation should not be meekly accepted. The adjustment of cash rates, like that undertaken recently by the RBA, simply seeks to buy time while we wait in hope for the US Federal Reserve to lift its interest rates. Rather than cutting interest rates and destabilising our economic growth, it seems logical to take affirmative action. QE and capital controls would either buy out or scare off foreign short term capital. It is this short term focussed foreign capital that is holding up the value of $A by owning the majority of our government debt. Further, we should encourage longer term foreign risk capital through an adjustment to tax rates on export income. Australia should think and act independently - thereby respond to the US, Europe, China and Japan which are each undertaking policies for their sole benefit. Australia will be forced into action, but forecasting the timing is near impossible given the current political landscape. ” The above was written by John Abernethy and published in his weekly report ,“The View”, in StocksInValue in August 2016. the Clime manages its client’s capital with a constant international macroeconomic analysis of environment which in turn drives a realistic approach to the assessment of value – both inside and outside of Australian markets. The assessment of value is important because it drives our investment process. However, the inputs into the valuation of an asset can be affected by many factors. These factors are observable in the trends in or the outlook for bond yields, cash rates, currencies, commodity prices, economic growth and sentiment. Clime assesses value in the context of both the current and the forecast future investment environment. In this way we can design portfolio solutions that have a meaningful return focus when measured against risk. At Clime, we aim to deliver portfolio returns that are driven by a sensible view of risk and a logical expectation of return. Clime’s success has been built on a value investing methodology. When other fund managers were chasing leveraged positions before the GFC, Clime moved towards cash, because stock valuations didn’t stack-up. After the GFC, when others reduced equity investments, Clime had the conviction to make investments in ‘under-valued’ stocks. This sober, analytical approach – driven by fundamental analysis of good quality companies – is the same one used by the world’s most successful investor – Warren Buffett. At the core of this success has been a stable and focused group of analysts. Their job has been assisted by the strength of the StocksInValue tool, which they themselves manage and use to make investment decisions within their team. As such, a subscription to StocksInValue provides clients with the access to the valuations and analysis of one of Australia’s best performing funds team. Subscribers to our Professional service, gain further access to their thinking, with more detailed reporting and long term future forecasts of value. You can find out more about StocksInValue by visiting www.stocksinvalue.com.au Research & Analysis with StocksInValue 8 | C I W 2 0 1 6 A N N U A L R E P O R T Building purposeful portfolios to deliver strong risk-adjusted total returns in 2016/17. Clime Asset Management is evolving its investment approach. We are refining the framework for managing our customer’s portfolios to more directly align with their investment objectives. Clime’s approach is inherently simple. We seek to: • Understand our customers’ objectives • Align our strategic objectives to those of our customers, and • Build purposeful portfolios to achieve these objectives. At Clime Asset Management our objective is to help our clients achieve security in their retirement. Price volatility, poor returns from leading Australian companies, the end of the resources capital investment boom and sustained low cash rates requires a considered response. Outlined below are key considerations along with Clime’s response. First, it seems likely that the bulk of the Australian large companies represented in the ASX 20 are in a challenging period. They will struggle to grow earnings due to a variety of observable factors. Major banks will require more capital and suffer declining margins from sustained low interest rates. Resource companies are confronted by oversupplied commodity markets and slow world growth. Retailers and Telecommunications companies are engaged in a fierce price war to hold market shares. Builders will be trading through a construction market that has clearly peaked. Second, the supportive growth trends are better represented in the middle part of the Australian equity market. There are discernible growth trends across inbound tourism, heath care, aged care, retirement living, education, financial services and IT development. Recent success stories abound in this part of the market and the outlook remains strong. Third, the Australian economy is transitioning from a resources base to services base. The ultimate success will be judged by the transitioning in composition of Australia’s exports. The cycle is currently transitioning from bulk commodities, through energy and into value added services and manufactured exports. A key support mechanism for this transition will be a low relative $A. The transition of exports needs substantial assistance and a long period to transpire. This supports our thesis that the $A will remain low for Investment Managementa sustained period and also supports a level of international investment in the portfolio. there is clear evidence Finally, that good investment returns can be made from committing to investments early in their migration to public markets. Thus the investment manager’s approach which seeks out quality businesses, with highly engaged management, at an attractive valuation will be extended to the pre-IPO market. I N V E S T M E N T M A N A G E M E N T | 9 At Clime Asset Management, our objective is to help our clients achieve security in their retirement to response In the above challenges and opportunities, we have created purposeful sub portfolios to capture the above opportunities and to move away from the low growth part of the Australian equity market. In June 2016 Clime Asset Management appointed a new Head of Investments (Mr. Anthony Golowenko). Anthony has been implementing a new strategy and The Board is very encouraged by the progress in the last few months. The following has and is occurring within Clime’s Australian Equity Growth portfolios. a. The Australian large capitalisation companies are solid dividend payers. Solid dividends with franking are valuable in generating returns for our shareholders. Some exposure to Australian large caps will be maintained with from dividends. The returns predominately sub- targeted this from inflation; portfolio will be 6% above return b. The middle capitalisation part of the Australian market will be targeted and a portfolio built that provides capital growth and some yield. The targeted return from this portfolio will be 8% above inflation; and c. The Australian smaller capitalisation companies will be targeted and a portfolio build that will provide strong capital growth. The investment universe will be expanded to include pre-IPO opportunities that are likely to float within 6 months. The targeted return from this sub- portfolio will be 10% above inflation. Clime Asset Management’s goal is to deliver strong risk-adjusted total returns through the combination of solid capital growth and consistent income. 1 0 | C I W 2 0 1 6 A N N U A L R E P O R T I am pleased to present the results of Clime Investment Management Limited and its controlled entities (“the Group”) for the financial year ended 30 June 2016 (FY16). The Group includes Clime Investment Management (Clime) and the 21.75% stake in Jasco Holdings Ltd (Jasco) that is equity accounted. The Group recorded an after-tax profit attributable to members of $1,065,330 for the year to 30 June 2016 (FY16) compared with $3,288,651 in FY15. Our online equity valuation and research tool Stocks In Value Pty Limited operated as a wholly owned subsidiary in FY16 compared with being a 50% joint venture in FY15. It contributed revenue of $1.15 million compared with $0.16 million in FY15. The Board notes that the weaker performance of the Group was mainly a function of performance fees not being achieved and normal returns from our associate, Jasco. In FY 2015 Jasco had derived exceptional results from disposal of a trading division. Review of financial results Below is a simple summary of the Group’s Profit and Loss to enable shareholders to distinguish between the operational investment management business and the balance sheet investment components. Funds Management and related activities revenue Investment Software revenue Administrative and Occupancy expenses – fixed in nature Third Party Custody, Management & Funds Administration services Operating business activities revenue less fixed admin costs FUM growth incentives and marketing Operating business margin Performance fees Balance sheet income (Loss) / profit on asset disposal of property, plant and equipment Income from associates Underlying Cash profit Termination costs Amortisation of intangibles 2016 $ 7,540,117 1,147,913 2015 $ 8,322,857 160,405 (5,374,761) (4,782,154) (907,110) (854,185) 2,406,159 (822,625) 2,846,923 (1,089,578) 1,583,534 1,757,345 2,401 (293,518) 826 694,764 1,988,007 (179,654) (473,222) 831,587 24,504 (5,128) 1,923,879 4,532,188 - (305,348) Statutory profit before tax income 1,335,130 4,226,840 Group revenue has decreased by 6%, from $9.7 million in FY15 to $9.1 million in FY16. Investment Management fees decreased from $7.8 million to $7.4 million on nominally lower FUM. The Group’s gross FUM was $610 million at 30 June 2016, compared with $614 million at 30 June 2015. Report from the BoardR E P O R T F R O M T H E B O A R D | 1 1 The Group received nominal performance fees during the year at $2,000 ($831,000 achieved in FY15). The Group did not receive any consulting fees in the year. The $260,000 received in FY15 had been received from its associate company Stocks In Value Pty Limited. Group revenue from Investment Software at $1.2 million compared to $0.16 million in FY15 rose due to the company taking 100% ownership of its subsidiary Stocks In Value Pty Ltd in June 2015. Interest, dividend and other income increased from $338,000 to $423,000 this year. The Group’s interest income declined in line with lower average interest rates and a lower average cash balance held. The increase in dividends from investments was primarily due to the increase in dividend rate from the Group’s interest in Clime Capital Limited. Administration expenses rose from $6.9 million to $7.5 million. Included in this increase are: • Additional amortisation of software licenses and lists of $213,000 arising from the 100% ownership of StocksInValue Pty Ltd • $180,000 of redundancy costs arising from restructuring of the business • $70,000 of recruitment costs for the Groups new Head of Investment • $50,000 increase in property leasing costs due to new Clime offices in Melbourne, Brisbane and Perth. Summary of Total Equity The Total Equity at balance date comprised the following: Cash and Cash Equivalents Trade and other Receivables less Payables Listed Investments – Clime Capital Limited Listed Investments – Other Unlisted Investments – Managed Funds Equity accounted investment – Jasco Holdings Limited Other Tangible Assets and Liabilities Net Tangible Assets Intangibles – Goodwill and Management Contracts Deferred tax assets Total Equity No. of Ordinary Shares on Issue as at 30 June Equity per Share Net Tangible Assets per Share 30 June 2016 $ 30 June 2015 $ 4,114,062 (782,600) 4,584,427 - 2,508,591 8,752,418 (3,353,817) 15,823,081 6,974,185 722,146 23,519,412 49,021,093 48.0 cents 32.3 cents 7,504,730 (635,455) 5,314,385 52,108 - 8,977,530 (4,501,812) 16,711,486 7,447,406 798,910 24,957,802 48,344,834 51.6 cents 34.6 cents 1 2 | C I W 2 0 1 6 A N N U A L R E P O R T Operating cashflow Operating cash flow (pre impact of financial asset transactions) was positive $2.2 million, compared to $2.6 million in FY 2015. This was primarily a function of the following: • An increase in cash receipts from operating activities of $964,000. • An increase in cash payments on operating activities of $1.06 million. • An increase in dividend income of $74,000. • Tax paid increased by $373,000. We deployed net cash of $2.4 million in short term financial assets, which we are holding at year end. In 2016, the company increased its direct investments by investing $1 million in its own Income Fund and $1.5 million in Primewest Property Industrial Fund. In FY 2015 the company had reduced investments in its own funds, producing net proceeds of $1.8 million. Thus, the net cash outflow from operating activities was $254,000, a decrease of $4.6 million in comparison with the prIor corresponding period. Cash reserves were applied as follows: • Payments for acquisition of property plant & equipment of $10,000; • Share buy-back program of $112,000; and • Payment of dividends to shareholders of $3.01 million. Outlook for 2017 Financial Year The 2016 financial year has seen an acceleration in the evolution from a pure value-focused equity boutique into offering wider asset allocation choices to our clients. To support this, we have strengthened the investment process by selective addition of experienced senior staff and are in the process of implementing a new strategic plan to become a full service manager to meet the wealth creation needs of Australians seeking to be self-sufficient in their retirement. Directors and management expect 2017 to be a year of transition as the first steps for longer term strategic growth are implemented. Focus will be on investment returns generated across all portfolios, and growing and supporting our service offering to a wider group of investors seeking intelligent long term wealth management outcomes. Initial signs are encouraging with good returns across all core portfolios in July and August. Donald McLay Chairman C I W 2 0 1 6 A N N U A L R E P O R T | 1 3 This page is intentionally left blank 1 4 | C I W 2 0 1 6 A N N U A L R E P O R T Directors’ Report Your Directors present their report on the consolidated entity (Group), consisting of Clime Investment Management Limited and its controlled entities for the financial year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The following persons were directors of Clime Investment Management Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: D McLay - Non-executive Chairman J.B. Abernethy - Director N Schafer - Independent Director A Chant - Independent Director R.J.A. Proctor - Director - resigned 21 June 2016 Information on Directors Mr. Donald McLay BCom, CA, FFin, ACIS, AGIA Non-executive Chairman (from 16 July 2015), Director Experience and expertise Mr. Donald McLay has more than 35 years’ experience within financial markets, investment banking and broad business services. He has previously held executive roles with a number of local and overseas investment managers and investment banking organisations, working in London, Singapore, Auckland and Sydney. Other current directorships Currently Mr. McLay is Chairman of Credit Corp Group Limited (ASX: CCP), appointed as a Non-Executive Director in March 2008 and Chairman on 30 June 2008. He is also Chairman of Torres Industries Pty Limited, an unlisted company engaged in investment in transport and financial services. Mr. McLay holds a Bachelor of Commerce degree, is a Chartered Accountant, a Chartered Secretary and a Senior Fellow of the Financial Services Institute of Australasia. Former directorships in last 3 years None Special responsibilities Member of Remuneration Committee Interests in shares and options 6,241,000 ordinary shares in Clime Investment Management Limited D I R E C T O R ’ S R E P O R T | 1 5 Mr. John Abernethy BCom (Econ), LL.B Director Experience and expertise Mr. John Abernethy was appointed Executive Director in 1994. Mr. Abernethy has over 30 years’ funds management experience in Australia having been General Manager Investments of the NRMA. John holds a Bachelor of Commerce (Economics)/LLB from the University of New South Wales. Mr. Abernethy has been a Director of the Company for over 20 years. Other current directorships Mr. Abernethy is a Director of Clime Capital Limited, Jasco Holdings Limited, WAM Research Limited, WAM Active Limited, Australian Leaders Fund Limited and Watermark Market Neutral Fund Limited. Former directorships in last 3 years None Special responsibilities None Interests in shares and options 3,610,000 ordinary shares in Clime Investment Management Limited Mr. Neil Schafer BApp Econ Independent Director Experience and expertise Mr. Neil Schafer was appointed Non-Executive Director in 2011. Mr. Schafer has extensive experience in business leadership and advice, funds management, and banking and holds a First Class Honour’s Degree in Applied Economics from the University of New England. Other current directorships Mr. Schafer is also a director of Monte St Angelo Mercy College and principal of SPG Asia. Former directorships in last 3 years None. Special responsibilities Chairman of the Board (to 16 July 2015) Chairman of Remuneration Committee Chairman of Audit Committee Chairman of the Investment Sub Committee Interests in shares and options 548,007 ordinary shares in Clime Investment Management Limited 1 6 | C I W 2 0 1 6 A N N U A L R E P O R T Information on Directors (Cont.) Mr. Allyn Chant BCom, CA, FFin Independent Director Experience and expertise Mr. Allyn Chant was appointed as a director on 9 July 2014. Mr. Chant holds a Bachelor of Commerce degree and is a qualified Chartered Accountant, a fellow of FINSIA and a Certified Financial Planner. Mr. Chant has over 40 years’ experience both in Australian and overseas in auditing; financial planning and business management. Mr. Chant was the founder of Community and Corporate Financial Services Pty Ltd (ComCorp) where he set up a network of financial planners. Prior to establishing ComCorp, Mr. Chant has held roles with Coopers & Lybrand, MIM Holdings Limited and others. Other current directorships None Former directorships in last 3 years None Special responsibilities Member of Remuneration Committee Member of Audit Committee Interests in shares and options 883,600 ordinary shares in Clime Investment Management Limited Company Secretaries Mr. Richard Proctor BBS (Hons), ACA Experience and expertise Mr. Richard Proctor was appointed to the position of Company Secretary on 1 January 2011. Mr. Proctor, Chief Operating Officer of the company since 2009. Mr. Proctor holds a Bachelor of Business Studies (Hons) from the University of Brighton, UK and is a Chartered Accountant. Mr. Proctor has over 25 years’ experience in operations and finance and has held senior roles with Readers Digest, Time Warner, Heinz Food and Rothmans Tobacco in Australia and Europe. Interests in shares and options 1,450,000 ordinary shares in Clime Investment Management Limited D I R E C T O R ’ S R E P O R T | 1 7 Mr. Biju Vikraman Bcom, ACA, GradDipACG Experience and expertise Mr. Biju Vikraman was appointed to the position of Joint Company Secretary on 1 June 2015. Mr. Vikraman holds a Bachelor of Commerce from the University of Mumbai, India and is an Australian and Indian Chartered Accountant. Mr. Vikraman has over 15 years’ experience in audit and finance and has held senior roles with 4 big Accounting Firms and listed entities within Australia, India and Africa. Mr. Vikraman also holds a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia. Interests in shares and options 115,000 ordinary shares in Clime Investment Management Limited 200,000 Options (EIS) over ordinary shares in Clime Investment Management Limited Meetings of Directors The numbers of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2016, and the numbers of meetings attended by each Director were: Directors Board of Directors Audit Committee Remuneration Committee Mr. Donald McLay Mr Neil Schafer Mr. John Abernethy Mr. Allyn Chant Mr. Richard Proctor A – Number of meetings eligible to attend B – Number of meetings attended A B 10 10 10 10 10 10 10 9 10 10 A B - - 2 2 - - 2 1 2 2 A B - - 3 3 - - 3 3 3 3 Rotation and election of Directors In accordance with the Company’s Constitution: • Mr. John Abernethy retires by rotation and, being eligible, offers himself for re-election. Principal activities The Group’s principal activity is investing in listed and unlisted securities for clients and operating under ASIC approved AFS licences in the funds management industry. There was no significant change in these activities during the current financial year. Operating result The consolidated net profit after providing for tax amounted to $1,065,330 (2015: $3,288,651). 1 8 | C I W 2 0 1 6 A N N U A L R E P O R T Dividends paid or recommended Dividends paid or recommended during the financial year are as follows: Director Board of Directors 3 cents per share franked to 100% at 30% corporate income tax rate, final ordinary dividend paid during the year on 25 September 2015 in respect of the prior financial year (2015: 3 cents) 3 cents per share franked to 100% at 30% corporate income tax rate, interim ordinary dividend paid during the year on 18 March 2016 in respect of the current financial year (2015: 3 cents) Total dividends paid 2016 ($) 2015 ($) 1,507,345 1,501,345 1,505,945 1,501,345 3,013,290 3,002,690 Review of operations In accordance with the relief provided by Class Order 98/2395, as issued by the Australian Securities and Investments Commission, the Company is not required to reproduce information required in the Directors’ Report if it has been included elsewhere in the Annual Report. As such, for a detailed Review of Operations of the Company, please refer to Report from the Board beginning on page 10. Significant changes in state of affairs There was no other significant change in the Group’s state of affairs during the financial year other than as disclosed in the financial statements. Subsequent events A final fully franked dividend for the year ended 30 June 2016 of 3 cents per share, totalling $1,511,883 has been declared by the directors. This provision has not been reflected in the accounts. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years. Future developments The Company will continue to pursue investment management activities – primarily investing in equities listed on the Australian and international securities exchange. The Company’s future performance is dependent on the performance of the Company’s investments. In turn, the performance of these investments is impacted by company-specific and prevailing industry conditions. In addition, a range of external factors including economic growth rate, interest rates, exchange rates and macro-economic conditions impact the overall equity market and these investments. As such, we do not believe it is possible or appropriate to predict the future performance of the Company’s investments nor its mandates and therefore, the Company’s performance. D I R E C T O R ’ S R E P O R T | 1 9 Shares under option Unissued ordinary shares of Clime Investment Management Limited under option at the date of this report are as follows: Nature of options Date Options Granted Expiry Date Exercise Price Number under Option Employee Incentive Scheme 22 August 2013 22 August 2016 Employee Incentive Scheme 25 October 2013 25 October 2016 Employee Incentive Scheme 19 August 2014 19 August 2017 Employee Incentive Scheme 25 February 2015 25 February 2018 Employee Incentive Scheme 11 September 2015 11 September 2018 Employee Incentive Scheme 20 July 2016 20 July 2019 $0.800 $0.829 $0.850 $0.750 $0.700 $0.630 100,000 300,000 200,000 75,000 375,000 325,000 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Shares issued on the exercise of options Nil shares (2015: 750,000 shares) were issued to option holders after the end of the 2016 financial year as a result of the exercise of options. Refer note 25 for movement of in-substance options during the year. Environmental issues The Group’s operations are not regulated by any significant law of the Commonwealth or of a State or Territory relating to the environment. Rounding off amounts In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the directors’ report and in the financial report have been rounded to the nearest dollar or in certain cases to the nearest one thousand dollars (where indicated). 2 0 | C I W 2 0 1 6 A N N U A L R E P O R T Remuneration report - Audited This remuneration report, which forms part of the directors’ report, sets out information about the remuneration of the directors of Clime Investment Management Limited (“the Company”) and its other key management personnel for the financial year ended 30 June 2016. The remuneration report is set out under the following main headings: A B C D E F G Director and other key management personnel details Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation Related party transactions Additional information A. Directors and other key management personnel The following persons acted as directors of the Company during or since the end of the financial year. D McLay - Non-executive Chairman J.B. Abernethy - Director N Schafer - Independent Director A Chant - Independent Director R.J.A. Proctor - Chief Operating Officer and Joint Company Secretary Director up to 21 June 2016 Other key management personnel of the consolidated entity There were no additional persons other than the directors and Mr. Richard Proctor in 2016 and 2015 who were considered key management personnel under the Corporations Act 2001. B. Principles used to determine the nature and amount of remuneration Directors and Key Management Personnel Remuneration packages are set at levels that are intended to attract and retain first class executives capable of managing the Group’s diverse operations and achieving the Group’s strategic objectives. The remuneration packages of executives include a fixed component, a performance based component and an equity based component. The fixed portion of the package reflects the core performance of their duties. The executives may be given an incentive via a performance based bonus (as determined by the remuneration committee) and certain executives may be entitled to commission payments commensurate with the level of revenue they generate. Equity based remuneration can be made via the options issued to the executives under the Employee Incentive Scheme (“EIS”). The Remuneration Committee is responsible for making recommendations to the Board on remuneration policies and packages applicable to the Board members and senior executives of the Group. The Board’s remuneration policy is to ensure the remuneration package properly reflects the person’s duties, responsibilities and the level of performance and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. D I R E C T O R ’ S R E P O R T | 2 1 Remuneration report - Audited (Cont.) B. Principles used to determine the nature and amount of remuneration (Cont.) Directors Fees and payments to Directors reflect the demands which are made on, and the responsibilities of, the Directors. Remuneration of Independent Directors are determined by the full Board within the maximum amount approved by shareholders from time to time. The payments to Independent Directors do not include retirement benefits other than statutory superannuation. Consultation with Independent Directors outside their duties as Directors is treated as external consultation and is subject to additional fees by consent of the Board. The Company has a policy that independent Directors are not entitled to retirement benefits, may not participate in performance based incentives, and may not participate in the EIS. Directors’ Fees The current base remuneration was last reviewed with effect from 1 January 2016. The independent Directors’ fees are inclusive of committee fees. Independent Directors’ fees are determined within an independent Directors’ base remuneration pool, which is periodically recommended for approval by shareholders. The Independent Directors’ base remuneration pool currently stands at $260,000 per annum. Executive Directors’ remuneration The executive remuneration framework has five components: • • • • • base pay and benefits; commissions; short-term performance incentives; long-term incentives through participation in the Company’s EIS; and other remuneration such as superannuation. The combination of these comprises the executive Directors’ total remuneration. Base pay Structured as a total remuneration package which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for senior executives is reviewed annually to ensure the executive’s pay is competitive with the market. Benefits Certain executives receive benefits which primarily include car parking allowances. Commissions Commissions did not form part of executive remuneration packages at any time during the year. 2 2 | C I W 2 0 1 6 A N N U A L R E P O R T Remuneration report - Audited (Cont.) B. Principles used to determine the nature and amount of remuneration (Cont.) Short-term incentives (STI) Executive Directors and Key management personnel have target short-term incentive opportunities depending on the accountabilities of respective roles and their impact on the organisation’s performance. The intention of the STI plan is to recognise and reward the contributions and achievements of individuals for the achievement of their relevant key performance indicators (“KPI’s”). Such KPI’s will generally include measures relating to both the Group and the relevant individual, and may include financial, human resources, client service, strategy and risk measures where appropriate. The measures are chosen such that they directly align the individual’s reward to the KPI’s of the Group and to its strategy and performance. Each year the Remuneration Committee considers the appropriate targets and key performance indicators to link the short term incentive plan and the level of payout if targets are met. This includes setting any maximum payout under the STI plan, and minimum levels of performance to trigger payment of the STI. The Remuneration Committee also retains the capacity to pay discretionary bonuses subject to the executives’ respective performances during the year. Clime Investment Management Limited Employee Incentive Scheme Information on the Company’s Employee Incentive Scheme is set out on pages 75 to 77. C. Details of remuneration Amounts of remuneration Details of the remuneration of each Director of Clime Investment Management Limited and each of the other key management personnel of the Group for the years ended 30 June 2016 and 30 June 2015 are set out in the following tables. The commission payments are dependent on the level of revenue generated from consulting activities, short term incentives are dependent on the satisfaction of performance conditions as set out in the section headed Short-term incentives above, and share options do not vest unless the relevant vesting hurdles are achieved. All other elements of remuneration are not directly related to performance. Directors of Clime Investment Management Limited Short-term Employee Benefits Post- Employment Benefits Share- Based Payments Cash salary, fees and commissions Short term incentives Donald McLay ($) 70,208 ($) - John Abernethy 260,274 21,461 Richard Proctor 244,257 22,831 Neil Schafer (note a) Allyn Chant 54,924 52,000 - - Total 681,663 44,292 Non- monetary benefits ($) - - - - - - Super- annuation Options Termination Benefits Total ($) - 26,765 25,373 - - 52,138 ($) ($) ($) - - - - - - - - - - - - 70,208 308,500 292,461 54,924 52,000 778,093 Note a: includes $Nil (2015:$47,250) paid to Mr. N Schafer for project consultancy fees conducted, as approved by the Board of Directors. 2016 Name D I R E C T O R ’ S R E P O R T | 2 3 Remuneration report - Audited (Cont.) 2015 Name Short-term Employee Benefits Post- Employment Benefits Share- Based Payments Cash salary, fees and commissions Short term incentives Non- monetary benefits Super- annuation Options Termination Benefits Total Donald McLay ($) 16,667 ($) - ($) - ($) - John Abernethy 280,879 97,433 2,729 4,121 Richard Proctor 263,736 116,152 Neil Schafer (note a) Allyn Chant David Schwartz Mark Osborn 121,250 50,602 33,333 7,628 - - - - - - - - - 12,127 - - - 725 Total 774,094 213,586 2,729 16,973 ($) ($) ($) - - - - - - - - - - - - - - - - 16,667 385,162 392,016 121,250 50,602 33,333 8,352 1,007,382 Note a: includes $47,250 (2014: $Nil) paid to Mr. N Schafer for project consultancy fees conducted, as approved by the Board of Directors. The relative performance of those elements of remuneration of key management personnel that are linked to performances: Name Donald McLay John Abernethy Richard Proctor Neil Schafer Allyn Chant Fixed remuneration Remuneration linked to performance 2016 2015 2016 2015 100% 100% - - 93.0% 74.7% 7.0% 25.3% 92.2% 70.4% 7.8% 29.6% 100% 100% 100% 100% - - - - 2 4 | C I W 2 0 1 6 A N N U A L R E P O R T Remuneration report - Audited (Cont.) Short-term incentives (2015: $213,586) short $44,292 of the year ended 30 June 2016. Committee. The short term term incentives were paid/payable The short term to key management personnel respect incentives were paid at the discretion of the Remuneration the financial year ended 30 June 2016. in incentives therefore vested 100% during D. Service Aggreements Remuneration and other terms of employment for the Executive Directors and certain other senior executives are formalised in service agreements with annual adjustments (once agreed by the remuneration committee) notified in writing. Provisions relating to the term of agreement, periods of notice required for termination and relevant termination payments are set out below. Mr. John Abernethy Director • Term of agreement – no fixed term • Notice period for termination by employee – 3 months • Notice period for termination by company – 9 months • Payment of a termination benefit on early termination by the Company – in lieu of 9 months’ notice and other than for gross misconduct – the company has the right to request he works 3 months’ notice period at the time of termination. Mr. Richard Proctor Chief Operating Officer and Joint Comany Secretary • Term of agreement – no fixed term • Notice period for termination by employee – 3 months • Notice period for termination by company – 9 months • Payment of a termination benefit on early termination by the Company – in lieu of 9 months’ notice and other than for gross misconduct – the Company has the right to request he works 3 months’ notice period at the time of termination. E. Share-Based Compensation (i) Shares provided on exercise of remuneration options No ordinary shares in the Company were provided as a result of the exercise of remuneration options via the ESOP during the year (2015: nil). D I R E C T O R ’ S R E P O R T | 2 5 Remuneration report - Audited (Cont.) (ii) Shareholdings of directors and other key management personnel The numbers of shares in the Company held during the year by each director of Clime Investment Management Limited and each of the other key management personnel of the consolidated entity, including their personally-related entities, are set out below. Name Mr. Donald McLay Mr. John Abernethy Mr. Richard Proctor Mr. Neil Schafer Mr. Allyn Chant Balance at 1 July 2015 No. 5,245,000 3,610,000 1,500,000 548,007 883,600 Granted as compensation / Received on exercise of options Other changes during the year Balance as at Date No. - - - - - No. 996,000 - (50,000) - - No. 6,241,000 3,610,000 1,450,000 548,007 883,600 (iii) Option holdings of directors and other key management personnel None of the directors or key management personnel of Clime Investment Management Limited held options during the year ended 30 June 2016 and 30 June 2015. F. Related party transactions Clime Capital Limited i. Mr. John Abernethy is a Director in Clime Capital Limited. The Group received $59,000 (2015: $59,000) as fees for the services rendered by Mr. John Abernethy as chairman and Mr. Richard Proctor as Company Secretary to Clime Capital Limited. The Group directly owns 7.47% of the fully paid ordinary shares of Clime Capital Limited as at 30 June 2016. Clime Investment Management Limited through Clime Asset Management Pty Limited (a wholly owned subsidiary) has the indirect power to dispose 7.75% of Clime Capital Limited’s shares held by the Investment Mangers discretionary share portfolio clients as at 30 June 2016. ii. Clime Asset Management Pty Limited during the year received $645,020 (2015: $720,529) as management as remuneration for managing Clime Capital Limited’s investment portfolio. iii. All dividends paid and payable by Clime Capital Limited to its Directors and Director related entities are on the same basis as to other shareholders. Clime International Fund i. Clime Asset Management Pty Limited (a wholly owned subsidiary), during the year received $1,587,859 (2015: $1,792,519) as management, performance and recoverable fees as remuneration for managing the investment portfolios on behalf of Clime International Fund. 2 6 | C I W 2 0 1 6 A N N U A L R E P O R T Remuneration report - Audited (Cont.) G. Additional Information Performance of Clime Investment Management Limited The tables below set out the summary information regarding the economic entity’s earnings and movements in shareholder wealth for the five years to 30 June 2016: Revenue Net profit before tax Net profit after tax Share price at start of year Share price at end of year Interim dividend 1 Final dividend 1,2 Capital return 3 Basic EPS Diluted EPS 30 June 2016 30 June 2015 30 June 2014 30 June 2013 30 June 2012 ($) 9,114,230 1,335,130 1,065,330 $0.75 $0.65 3.0cps 3.0cps - 2.2cps 2.1cps ($) 9,653,739 4,226,840 3,288,651 $0.80 $0.75 3.0cps 3.0cps - 6.9cps 6.6cps ($) 8,746,240 4,397,134 3,203,014 $0.70 $0.80 2.5cps 3.0cps 8.0cps 6.8cps 6.4cps ($) 7,659,766 2,207,225 1,421,990 $0.44 $0.70 1.5cps 0.00cps ($) 5,475,497 835,297 1,007,217 $0.43 $0.44 - 2.00cps - 2 MLC for 9 CIW 3.0cps 2.9cps 2.1cps 2.0cps 1 Fully franked dividends (franked to 100% at 30% corporate tax rate) 2 Declared after each respective balance date and not reflected in the financial statements 3 In-specie distribution of 2 ordinary Mothercare Australia Limited shares for every 9 CIW ordinary shares held. Furthermore, during the five years to 30 June 2016, Clime Investment Management Limited bought back 2,930,623 fully paid ordinary shares for total consideration of $1,440,897. These shares were repurchased at the prevailing market prices on the dates of the respective transactions in accordance with the economic entity’s on-market buy-back scheme (within the 10/12 limit). Relationship of Group performance to remuneration policies The profitability of the Group is one of the key measures taken into consideration by the Remuneration Committee when determining the quantum of bonuses payable under the STI plan in any given year. Other performance measures assessed by the Remuneration Committee when determining remuneration packages for key management personnel include: • Growth in the Group’s level of Funds Under Management (“FUM”); • Retention and renewal rates for Funds Management clients; • • Investment returns and performance generated by the Funds Management team in respect of its managed investment products; and Investment returns generated by the Group’s direct investments. End of audited remuneration report D I R E C T O R ’ S R E P O R T | 2 7 Risk and compliance control statement Under Australian Securities Exchange (ASX) Listing Rules and the 3rd Edition of the ASX Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council, the Company is required to disclose in its annual report the extent of its compliance with the ‘ASX Principles and Recommendations’. The Directors have implemented internal control processes for identifying, evaluating and managing significant risks to the achievement of the Company’s objectives. These internal control processes cover financial, operational and compliance risks. The Company’s corporate governance practices are outlined in further detail in the Corporate Governance Statement, beginning on page 30 of the Annual Report. The Directors have received and considered the annual control certification from the Executive Director and the Chief Operating Officer in accordance with the Principles relating to financial, operational and compliance risks. Material associates, which the Company does not control, are not dealt with for the purposes of this statement. Throughout the reporting period, and as at the date of signing of this annual report, the Company was in compliance with the Principles to the extent disclosed in the Corporate Governance Statement. Insurance of officers and auditors During the financial year, the economic entity paid a premium for an insurance policy insuring all Directors and officers against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as Director or officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company. In accordance with common commercial practice, the insurance policy prohibits disclosure of the nature of the liability insured against and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any of its controlled entities against a liability incurred by an officer or auditor. Proceedings on behalf of the Group No person has applied for leave of Court to bring proceedings on behalf of the Group or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. Non-audit services The Group may decide to employ the auditor for assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group and/or the consolidated entity are important. Details of the amounts paid or payable to the auditor Pitcher Partners for audit and non-audit services provided during the year are set out in note 23 of the attached Financial Statements. The Board of Directors have considered the position and, in accordance with the advice received from the Audit Committee is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services, as set out in note 23 of the attached Financial Statements, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • • all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. 2 8 | C I W 2 0 1 6 A N N U A L R E P O R T Auditor’s independence decleration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 29. Signed in accordance with a resolution of the Directors. Donald McLay Chairman Sydney, 19 September 2016 A U D I T O R ’ S I N D E P E N D E N C E D E C L E R A T I O N | 2 9 Auditor’s Independence Decleration AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF CLIME INVESTMENT MANAGEMENT LIMITED ABN 37 067 185 899 In relation to the independent audit for the year ended 30 June 2016, I declare that to the best of my knowledge and belief there have been: (i) no contraventions of the auditor independence requirements of the Corporations Act 2001; and (ii) no contraventions of any applicable code of professional conduct. This declaration is in respect of Clime Investment Management Limited and the entities it controlled during the period. S M WHIDDETT Partner PITCHER PARTNERS Sydney 19 September 2016 An independent New South Wales Partnership. ABN 17 795 780 962. Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000 Liability limited by a scheme approved under Professional Standards Legislation 29 Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle An independent member of Baker Tilly International 3 0 | C I W 2 0 1 6 A N N U A L R E P O R T Corporate Governance Statement Clime Investment Management Limited (“Company”) and the Board are committed to achieving and demonstrating the highest standards of corporate governance. In ensuring the highest standard of ethical behaviour and accountability, the Board has included in its corporate governance policies those matters contained in the 3rd Edition of Australian Securities Exchange’s (“ASX”) Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council (‘ASX Principles and Recommendations’) where applicable. However, the Board also recognises that full adoption of the above ASX Recommendations may not be practical nor provide the optimal result given the particular circumstances and structure of the Company. The Company and its controlled entities together are referred to as the Group in this statement. A description of the Company’s main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year. Principle 1: Lay Solid foundations for management and oversight The Board of Directors The Board operates in accordance with the broad principles set out in its charter which is available from the corporate governance section of the company website at www.clime.com.au. The charter details the Board’s composition and responsibilities. Board members Details of the members of the Board, their experience, expertise, qualifications and term of office are set out in the Directors’ Report under the heading “Directors”. There are three Non-Executive Directors, of which two are deemed independent under the principles set out below, and one Executive Director at the date of signing the Directors’ Report. The Chairman is not deemed independent due to his indirect interest in 12.7% of issued shares in the company. 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 or fresh perspective; and the size of the Board is conducive to effective discussion and efficient decision-making. The relationship between the Board and senior management is critical to the Group’s long term success. The Directors are responsible to the shareholders for the performance of the Company 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 the shareholders and other key stakeholders and to ensure the Group is properly managed. Day to day management of the Group’s affairs and the implementation of corporate strategy and policy initiatives are delegated by the Board to the Chief Operating Officer and senior executives as required.  C O R P O R A T E G O V E R N A N C E S T A T E M E N T | 3 1 Responsibilities The responsibilities of the Board include: • overall strategic direction and leadership of the Company; • • approving and monitoring the implementation by management of the Company’s objectives and strategies; reviewing the Company’s performance against its stated objectives, by receiving regular management reports on its business situation, opportunities and risk profile; • monitoring financial performance on a monthly basis in comparison with the budget; • • • • • • approval of the annual and half-year financial statements and liaison with the Company’s auditors through its Audit Committee; appointing and assessing the performance of the Executive Directors; ensuring compliance with corporate governance principles by the Company and its officers; ensuring adequate internal controls exist and are appropriately monitored for compliance with the Company’s regulatory environment, which includes the Corporations Act 2001, the Listing Rules of the Australian Securities Exchange, taxation legislation, the Trades Practices Act and its AFS licensing requirements; establishing and ensuring compliance with ethical standards and determining the Company’s code of conduct; and reviewing investment strategies, investment decisions and establishing executive authority limits (refer below). Board investment authority The Board has specific authority to review and approve investment decisions which exceed authority limits for management. Such investment meetings are conducted concurrently with Board Meetings on matters relating to investment decisions. The charter for the Board in respect of investment decisions is as follows: • • • • • • • review investment strategies recommended by management for the Company; review management strategies for existing investments including provision of additional capital, acquisition and exit strategies; authorise individual investment proposals where such investments are of an amount requiring Investment Committee approval; set delegated investment and trading limits for management; ensure delegated investment and trading limits are adhered to by management; review risk / return objectives set by management on individual investments to ensure these fit with the overall Company objectives; and review performance of individual investments to ensure these are in accordance with established budgets. Term of office All Directors must retire from office no later than the third annual general meeting (AGM) following their last election. Any Directors appointed by the Board must be duly re-elected at the next AGM. Chairman The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with the Company’s senior executives. The Chairman of the Board and majority of the Board are not independent directors. The Company believes that an independent Chairman under recommendations 2.4 and 2.5 does not necessarily improve the function of the Board. The Company believes that when the chairman is a significant driver behind the business, and is a sizable shareholder, as is the case with this Company, it adds value to the company and all shareholders benefit. 3 2 | C I W 2 0 1 6 A N N U A L R E P O R T Principle 1: Lay Solid foundations for management and oversight (Cont.) Company Secretaries The Company Secretaries are directly accountable to the Chair on all matters to do with the proper function of the Board. Diversity The Group’s workforce is comprised of people from diverse backgrounds with a range of skills, values and experiences. Diversity includes, but not limited to, gender, age, ethnicity and cultural background. The Group is committed to providing an environment in which all employees are treated with fairness and respect, and have equal access to opportunities available in the workplace. The key element of the diversity policy of the Group is that the Group will seek the best person available for the position which will not be influenced by gender, age, ethnicity or cultural background. In relation to the appointment of a new director, the board will seek male and female candidates with the appropriate skills and investment/industry experience to complement the current directors. The Group’s workforce is relatively small and the directors do not believe it is appropriate to establish formal diversity objectives in relation to gender, age, cultural background and ethnicity at this stage as outlined in Recommendation 1.5. Performance assessment The Board undertakes an annual self-assessment of its collective performance, the performance of the Chairman and of its Committees. This review is coordinated by the Chairman and is assessed against both measurable and qualitative indicators. The Board uses surveys for the purpose of its internal Board and committee performance reviews. Those reviews are to ensure that individual directors and the Board work effectively in meeting their responsibilities as described in the Board and Committee Charters. The Board conducted an internal review in the 2016 financial year. The senior management performance is evaluated annually against operational and financial objectives agreed by the Board. Details of the principles used to determine the nature and amount of remuneration paid to each director and other key management personnel can be found in the Remuneration Report section B. Principle 2: Structure the board to add value Board composition The composition of the Board is determined in accordance with the following principles: • • • • • the Board shall comprise not fewer than three members the Board shall comprise a mix of Independent and Executive Directors a Director need not be a shareholder the Board shall comprise Directors with an appropriate range of qualifications and experience the Chairman should preferably be Non-Executive, is elected by the full Board and is required to meet regularly with the Chief Operating Officer  C O R P O R A T E G O V E R N A N C E S T A T E M E N T | 3 3 Principle 2: Structure the board to add value (Cont.) During the financial year the names of each Director, their respective role, appointment date and classification were: Name D McLay J B Abernethy R A Proctor N Schafer A Chant Role Chairman Director Director Director Director Appointed / Resigned 1 March 2015 17 November 1994 24 February 2014 / 21 June 2016 7 January 2011 9 July 2014 Classification Non-executive* Executive* Executive Independent Independent *Meets the ‘substantial shareholder’ definition under section 9 of the Corporations Act 2001, due to a prescribed direct, indirect and representative shareholding interest exceeding 5% of the total issued ordinary capital of the Company. The Board is of the opinion that the current Directors add value to the Company by virtue of their financial and other commitment and considerable industry experience. The Board also believes that the alignment of the interests of Directors with those of shareholders is an efficient way to ensure the protection of shareholders’ interests. Directors’ independence The Board has adopted specific principles in relation to Directors’ independence. These state that to be deemed independent, a Director must be a Non-Executive and must: • not be a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • within the last three years, not have been employed in an executive capacity by the Company or any other group member, or been a Director after ceasing to hold any such employment; • within the last three years not have been a principal of a material professional adviser or a material consultant to the Company or any other group member, or an employee materially associated with the service provided; • not be a material supplier or customer of the Company or any other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; • have no material contractual relationship with the Company or a controlled entity other than as a Director of the Group; • not have been on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and • be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Company or Group or 5% of the individual Director’s net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact the shareholders’ understanding of the Director’s performance. 3 4 | C I W 2 0 1 6 A N N U A L R E P O R T Principle 2: Structure the board to add value (Cont.) Nomination of directors The Chairman is responsible for reviewing the membership of the Board and the nomination of Directors to the Board. Any review or recommendation is considered by the full Board. Appropriate expertise and experience are essential attributes for any nominee. The Board is committed to undertaking appropriate checks before appointing a person or putting forward to shareholders a candidate for election as a director and to providing shareholders with all material information in its possession relevant to a decision on whether to elect or re-elect a director. Having regard to the size of the Board and the Company, a formal Nomination Committee is deemed neither appropriate nor necessary. Board committees The Board has established a number of committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current committees of the Board are the Remuneration and Audit Committees. It is the Company’s policy that each Committee is comprised entirely of Non-Executive Directors. The committee structure and membership is reviewed on at least an annual basis. All matters determined by the committees are submitted to the full Board as recommendations for Board decisions. Commitment The Board considers corporate governance to be an important element of its responsibilities. As such, it meets at least six times throughout the year and attends an annual corporate strategy workshop. Non-Executive Directors are expected to spend at least 15 days a year preparing for, and attending, Board and Committee meetings and associated activities. The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2016 and the number of meetings attended by each Director is disclosed in the Directors’ Report. Conflict of interests In accordance with the Board’s corporate governance practices, a Director that has a perceived or actual conflict of interest (as determined by themselves, other Board Members or the Chairman) must declare their interest in those dealings by the Company and take no part in decisions relating to them or the preceding discussions. In addition, the Directors should not receive any papers pertaining to those dealings. Independent professional advice Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company’s expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld. Induction for Directors New directors will be familiarized with the Company by undertaking an induction program, which is arranged by the Companies Secretaries.  C O R P O R A T E G O V E R N A N C E S T A T E M E N T | 3 5 Principle 3: Promote ethical and responsible decision making Code of Conduct The Company has developed a statement of values and a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all Directors and employees. The Code is reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group’s integrity. In summary, the Code requires that at all times all company personnel act with the utmost integrity, objectivity and in compliance with the letter and spirit of both the law and Company policies. A copy of the Code is available on the Company’s website. Trading in Company Shares or Securities The Board of the Company has established a set of guidelines governing the trading in the Company’s shares or securities by Directors and management. These guidelines are designed to supplement (not replace) the legislative and reporting requirements already established for Directors under the Corporations Act 2001 and the ASX Listing Rules. The guidelines grant authority to the Board to determine periods during which Directors and management will be prevented from dealing in Company shares or securities as follows: • at any time the Board believes that the Directors or management are in possession of price sensitive information; • during specified ‘black-out’ periods approaching the release of annual and half-year financial results, and any other Board- imposed black-out periods that may apply from time to time; • Directors are required to notify the Chairman of their intention to trade in the Company’s shares prior to doing so; and • all other employees should notify the Chief Investment officer/Portfolio Manager prior to trading in any shares. Directors are required to notify the ASX via the Company Secretary within five business days of any dealing in the Company’s shares. The Company’s policy for staff, Executive Directors and Non-Executive Directors is that they should not buy and sell the Company’s shares if they are aware of any undisclosed price-sensitive information about the Company. If they are aware of such information they may not: • • • either on behalf of themselves or anyone else, buy, sell or otherwise deal in any shares or other securities which are affected by the information; either on behalf of themselves or anyone else, cause or procure any other person to buy, sell or otherwise deal in those securities; and communicate the information to anyone else, if they know or reasonably should know that they will use the information, directly or indirectly, for dealing in the securities. All Directors and employees are expressly prohibited from trading in Company securities at any time where that trading amounts to ‘short-selling’. For this purpose, ‘short-selling’ amounts to disposing of securities within 3 months of their acquisition. 3 6 | C I W 2 0 1 6 A N N U A L R E P O R T Principle 3: Promote ethical and responsible decision making (Cont.) Trading in Other Listed Shares or Securities The Board of the Company has established a set of guidelines governing the restrictions on Directors trading in listed shares or securities in which the Company may have an interest, being financial, advisory, consulting or research in order to remove any potential conflict of interest. These guidelines are designed to supplement (not replace) the legislative and reporting requirements already established for Directors under the Corporations Act 2001 and the ASX Listing Rules. These guidelines include: • the circulation by the Company Secretary of any listed shares or securities deemed by the Chief Investment Officer to be part of the “Restricted Securities List”; • Directors and officers are required to notify the Chairman of any listed shares or securities which they currently own, that appear on the most current “Restricted Securities List”; • Directors and officers are required to notify the Chairman of any intention to trade in listed shares or securities that appear on the most current “Restricted Securities List”; and • for the purposes of the guidelines, Directors’ or officers’ interests in listed shares and securities shall include direct holdings and beneficial interests. A copy of the trading policy is also available on the Company’s website. The Directors are satisfied that the Group has complied with its policies on trading in the Company’s securities. Principle 4: Safeguard integrity in financial reporting Financial reporting The Executive Director and the Chief Operating Officer have made the following certifications to the Board for the year ended 30 June 2016: • • that the Company’s financial statements are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and Group and are in accordance with relevant accounting standards; and that the above statement is founded on a sound system of risk management, internal compliance and control and which implements the policies adopted by the Board and that the Company’s risk management, internal compliance and control is operating efficiently and effectively in all material respects. Audit Committee The Audit Committee must comprise at least two members, all of whom will be Non-Executive Directors, who are independent of the management of the Company. The Chairman of the Committee will be appointed by the Board from time to time. Due to the size and structure of the Board, and considering the number of Non-Executive Directors, it is not always practicable for all members of the Committee to be independent. Members will be selected on the basis of their appropriate skills and at least one member will be financially literate. A quorum for any meeting will be two members of which two shall be Non-Executive Directors. The Company Secretary will attend Audit Committee meetings and keep minutes. The Audit Committee should meet at least two times a year. Additional meetings may be convened by the Chairman or the external auditors as they see fit. The external auditors will be asked to make presentations to the Audit Committee at least twice a year. All meetings will be minuted.  C O R P O R A T E G O V E R N A N C E S T A T E M E N T | 3 7 The charter for the Audit Committee is summarised as follows: • • • • • • • review the Company’s financial reporting processes, internal control and management of financial, business and investment risks (risk management); evaluate the processes in place, including communication to and training of staff, to ensure internal control, compliance with codes of conduct and the management of risk; review the annual financial statements and determine whether they are complete, consistent with committee members’ understanding of the business and reflect appropriate accounting principles and satisfy themselves that any announcements and interim financial statements contain adequate and appropriate disclosures; review the external auditors’ proposed audit scope and approach and ensure that no unjustified restrictions or limitations have been placed on that scope. Review the performance of the external auditors. Ensure that significant findings and recommendations made by the external auditors are received, discussed and acted on by the management of the Company on a timely basis; review the independence of the external auditors, taking into account the length of service and the provision of non-audit services. Make recommendations to the Board regarding the reappointment of the external auditors; review the provision of non-audit services by the external auditors to ensure independence; and review the Company’s processes for ensuring compliance with laws and regulations. Be satisfied that all regulatory compliance matters have been considered in the preparation of financial statements. The Audit Committee currently comprises Mr. N Schafer (Chairman), Mr. A Chant and Mr. Richard Proctor. The Audit Committee meets at least two times per year. Details of these Directors’ qualifications and attendance at Audit Committee meetings are set out in the Directors’ Report. Committee meetings are also attended by the Chief Operating Officer and Audit Partner by invitation as and when required. External Auditor The Company and Audit Committee policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually. Pitcher Partners was appointed as the external auditor in November 2015. It is Pitcher Partners policy to rotate audit engagement partners on listed companies in accordance with the Corporations Act 2001. An analysis of fees paid to the external auditor, including a break-down of fees for non-audit services, is provided in the notes to the financial statements. It is the policy of the external auditor to provide an annual declaration of their independence to the Audit Committee. A copy of this declaration is included on page 29 of this Report. The external auditor is requested to attend the AGM and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. 3 8 | C I W 2 0 1 6 A N N U A L R E P O R T Principle 5 and 6: Make timely and balanced disclosure and respect the rights of Shareholders Continuous Disclosure and Shareholder Communication The Company has policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the Company and its controlled entities that a reasonable person would expect to have a material effect on the price of the Company’s securities. The Company also takes measures to promote communication with shareholders and to encourage effective participation at general meetings. A summary of these policies and procedures is available on the Company’s website. Company Secretaries are nominated as the person responsible for communications with the Australian Securities Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public. All shareholders receive a copy of the Company’s annual and half yearly reports. In addition, the Company seeks to increase access to its relevant information via electronic means. Recent initiatives to facilitate this include making all company announcements, media briefings, details of Company meetings, press releases and financial reports available on the Company’s website. The Company’s registrar, Boardroom Pty Limited, provides the option for shareholders to receive and send communications electronically. Shareholders are encouraged to create an online account at www.clientonline.com.au. Principle 7: Recognise and manage risk Risk Assessment and Management The Board, through the Audit Committee and the Board Investment and Compliance Review Committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. These policies are available on the company website. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Group’s business objectives. Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity. The Directors recognise that risk management is an essential element of the Company’s business planning and investment process. Consolidated risk reviews are a key input in the Company’s annual corporate strategy workshops attended by the Board and senior management. The identification of key business and financial risks facing the Company is required to ensure management has put in place appropriate controls. In addition, and as discussed above, the Board requires each major investment proposal submitted to it for decision to be accompanied by a comprehensive risk assessment and, where required, management’s proposed mitigation strategies. The company does not have an internal audit function. The Board and the Audit committee are sufficiently knowledgeable of the Company’s operations to evaluate the effectiveness of risk management and internal control processes of the Group.  C O R P O R A T E G O V E R N A N C E S T A T E M E N T | 3 9 Principle 8: Remunerate fairly and responsibly Remuneration Committee The Remuneration Committee makes specific recommendations on remuneration packages and other terms of employment for Executive Directors and senior management. Membership of the Committee will be reviewed annually. The charter of the Remuneration Committee specifies that remuneration for Executive Directors and other terms of their employment are reviewed annually by the Committee having regard to performance, relevant comparative information and, where appropriate, independent expert advice. In addition to base salary, remuneration packages include superannuation, retirement and termination entitlements, performance-related bonuses and fringe benefits. Non-Executive Directors are also eligible to participate in the Company’s Employee Share Option Plan (ESOP). Remuneration packages are set at levels that are intended to attract and retain first class executives capable of managing the Group’s diverse operations and achieving the Company’s strategic objectives. The remuneration packages of executives are based on a three tiered structure, comprising of a fixed component, a performance based component and an equity based component. The fixed portion of the package reflects the core performance of their duties. The executives are given an incentive via a performance based bonus (as determined by the Remuneration Committee). Equity based remuneration is made via the options issued to the executive under the ESOP or EIS. The termination payments of Executive Directors and senior management have been determined in advance. Further information on Directors’ and executives’ remuneration is set out in the Directors’ Report and in the notes to the financial statements. Remuneration and other terms of employment for the Executive Directors and certain other senior executives are formalised in service agreements with annual adjustments (once agreed by the Remuneration Committee) notified in writing. Remuneration of Non-Executive Directors is determined by the full Board within the maximum amount approved by the shareholders from time to time. Currently the shareholders have approved a total Board base remuneration pool of $260,000 per annum. The payments to Non-Executive Directors do not include retirement benefits other than statutory superannuation. Consultation with Non- Executive Directors outside their duties as Directors is treated as external consultation and is subject to additional fees by consent of the Board. The Company has a policy that Non-Executive Directors: • are not entitled to retirement benefits in addition to the statutory minimum; • may not participate in the Company’s bonus scheme or Employee Incentive Scheme; and • may participate in the ESOP. The Remuneration Committee currently comprises Mr. N Schafer (Chairman), Mr. A Chant and Mr. Richard Proctor. The Remuneration Committee meets for the annual reviews of senior management as well as any other time that an executive salary is negotiated. Details of these Directors’ attendance at Remuneration Committee meetings are set out in the Directors’ Report. C I W 2 0 1 6 A N N U A L R E P O R T | 4 0 This page is intentionally left blankF I N A N C I A L S T A T E M E N T S | 4 1 FINANCIAL STATEMENTS Contents Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information Page 42 43 44 45 46 86 88 90 4 2 | C I W 2 0 1 6 A N N U A L R E P O R T Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2016 Director Revenue Board of Directors Notes 2016 ($) 2015 ($) Net realised and unrealised (losses) on financial assets at fair value through profit or loss Occupancy expenses Administrative expenses 5 9,114,230 9,653,739 (717,317) (314,386) (231,101) (159,122) (7,526,272) (6,872,143) Share of profit of associate and joint venture 13(c) 694,764 1,923,879 Profit/(loss) on disposal of property, plant and equipment Profit before income tax Income tax expense Profit for the year Other comprehensive income, net of income tax Net movement in other reserves Other comprehensive income for the year, net of tax 6 8(a) 22(a) 826 1,335,130 (269,800) 1,065,330 (5,127) 4,226,840 (938,189) 3,288,651 58,464 58,464 84,042 84,042 Total comprehensive income for the year 1,123,794 3,372,693 Profit attributable to members of Clime Investment Management Limited Total comprehensive income attributable to members of Clime Investment Management Limited 1,065,330 3,288,651 1,123,794 3,372,693 Earnings per share Basic - cents per share Diluted - cents per share 24(a) 24(b) 2.2 2.1 6.9 6.6 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. F I N A N C I A L S T A T E M E N T S | 4 3 Consolidated Statement of Financial Position As at 30 June 2016 Director Board of Directors Notes 2016 ($) 2015 ($) ASSETS Current Assets Cash and cash equivalents Trade and other receivables Other current assets Financial assets at fair value through profit or loss Current tax assets Total Current Assets Non-Current Assets Investments accounted for using the equity method Property, plant and equipment Deferred tax assets Intangible assets Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Unearned revenue Current tax liabilities Provisions Total Current Liabilities Non-Current Liabilities Deferred tax liabilities Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Issued Capital Reserves Retained earnings Total Equity 7(a) 4,114,062 10 11 12 13 15 16 17 18 19 20 386,578 138,163 7,504,730 1,313,959 124,014 7,093,018 5,366,494 74,994 - 11,806,815 14,309,197 8,752,418 8,977,530 90,360 722,147 146,143 798,910 6,974,185 7,447,408 16,539,110 17,369,991 28,345,925 31,679,188 1,244,171 1,028,900 - 209,556 1,949,417 1,508,912 551,336 235,433 2,482,627 4,245,098 2,343,886 2,343,886 2,476,288 2,476,288 4,826,513 6,721,386 23,519,412 24,957,802 21 22(a) 22(b) 21,860,316 21,377,217 234,318 207,847 1,424,778 3,372,738 23,519,412 24,957,802 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 4 4 | C I W 2 0 1 6 A N N U A L R E P O R T Consolidated Statement of Changes in Equity For the year ended 30 June 2016 Consolidated Issued capital Share-based payments reserve Other Reserves Retained earnings Total Balance as at 1 July 2014 20,701,542 175,166 Notes ($) ($) Profit for the year Other comprehensive income for the year net of tax Total comprehensive income for the year net of tax - - - - - - Transactions with equity holders in their capacity as equity holders: - Recognition of share-based payments - Transfer of loan repayment to issued capital on completion of EIS loan term - Transfer from share-based payments reserve to issued capital on completion of EIS loan term 25(b) - 73,939 21(b) 550,375 - 21(b) 125,300 (125,300) - Dividends paid or provided for 9(a) - - ($) - - ($) ($) 3,086,777 23,963,485 3,228,651 3,288,651 84,042 - 84,042 84,042 3,228,651 3,372,693 - - - - - - - 73,939 550,375 - (3,002,690) (3,002,690) Balance as at 30 June 2015 21,377,217 123,805 84,042 3,372,738 24,957,802 - - - - Profit for the year Other comprehensive income for the year net of tax Total comprehensive income for the year net of tax - - - Transactions with equity holders in their capacity as equity holders: - On-market buy-back including transaction costs - Recognition of share-based payments - Transfer of loan repayment to issued capital on completion of EIS loan term 21(b) (112,101) 25(b) - 64,007 21(b) 499,200 - - Transfer from share-based payments reserve to issued capital on completion of EIS loan term - Dividends paid or provided for 21(b) 9(a) 96,000 (96,000) - - - 1,065,330 1,065,330 58,464 - 58,464 58,464 1,065,330 1,123,794 - - - - - - - - - (112,101) 64,007 499,200 - (3,013,290) (3,013,290) Balance as at 30 June 2016 21,860,316 91,812 142,506 1,424,778 23,519,412 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Consolidated Statement of Cashflows For the year ended 30 June 2016 CASH FLOWS FROM OPERATING ACTIVITIES Fees received in the course of operations Expense payments in the course of operations Dividends received from associate Other dividends received Interest received Income taxes paid Proceeds from disposal of financial assets at fair value through profit or loss Payments for financial assets at fair value through profit or loss F I N A N C I A L S T A T E M E N T S | 4 5 Notes 2016 ($) 2015 ($) 10,091,432 9,127,403 (8,352,340) (7,291,510) 1,003,396 304,876 118,923 (976,824) 2,189,463 943,241 291,031 127,335 (603,246) 2,594,254 228,811 2,186,411 (2,672,753) (427,204) (2,443,942) 1,759,207 Net cash (used in) / provided by operating activities 7(b) (254,479) 4,353,461 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment Acquisition of subsidiaries net of cash acquired Payments for property, plant and equipment 1,999 1,004,872 - (12,797) 328,564 (64,101) Net cash (used in) / provided by investing activities (10,798) 1,269,335 CASH FLOWS FROM FINANCING ACTIVITIES Payments for shares bought back (including transaction costs) Dividends paid to company’s shareholders (112,101) - (3,013,290) (3,002,690) Net cash used in financing activities (3,125,391) (3,002,690) Net (decrease) / increase in cash and cash equivalents (3,390,668) 2,620,106 Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 7(a) 7,504,730 4,114,062 4,884,624 7,504,730 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 4 6 | C I W 2 0 1 6 A N N U A L R E P O R T Notes for the Financial Statements for the year ended 30 June 2016 1. Corporate information Clime Investment Management Limited (the Company) is a limited company incorporated in Australia. The addresses of its registered office and principal place of business is Level 7, 1 Market Street, Sydney NSW 2000, Australia. The principal activities of the Company and its subsidiaries (the Group) are described in the Director’s Report. The financial statements of Clime Investment Management Limited for the year ended 30 June 2016 were authorised for issue in accordance with a resolution of the directors on 19 September 2016 and covers the consolidated entity consisting of Clime Investment Management Limited and its subsidiaries as required by the Corporations Act 2001. 2. Summary of significant accounting policies The financial statements include the consolidated entity consisting of Clime Investment Management Limited and its subsidiaries. Clime Investment Management Limited is a publicly listed company, incorporated and domiciled in Australia. These financial statements are general purpose financial statements which have been prepared in accordance with Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Group. For the purpose of preparing the consolidated financial statements, The Group is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of Group comply with International Financial Reporting Standards (‘IFRS’). The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The consolidated financial statements have been prepared on the basis of the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss at the end of each reporting period and certain classes of property, plant and equipment. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars, unless otherwise noted. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes in to account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at measurement date. Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. F I N A N C I A L S T A T E M E N T S | 4 7 2. Summary of significant accounting policies (Cont.) (b) Principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Clime Investment Management Limited and its subsidiaries together are referred to in these financial statements as the “Group” or the “Consolidated Entity”. Control is achieved when the Company: • has power over the investee; • • has the ability to use its power to affect its returns. is exposed, or has rights, to variable returns from its involvement with the investee; and The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 2(f)). All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group companies are eliminated in full on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income and statement of financial position respectively. (ii) Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights and the power to participate in the financial and operating policy decisions of the entity. Investments in associates are accounted in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition (refer to note 13). The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its share of post- acquisition movements in reserves is recognised in the statement of changes in equity. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received or receivable from associates in the consolidated financial statements reduce the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. 4 8 | C I W 2 0 1 6 A N N U A L R E P O R T 2. Summary of significant accounting policies (Cont.) (c) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are stated net of the amounts of goods and services tax paid. Revenue is recognised for the major business activities as follows: (i) Dividend income (excluding dividends received from associates) Dividend income is recorded in the profit or loss on an accrual basis when the Group obtains control of the right to receive the dividend. (ii) Services income Fees and commissions that relate to specific transactions or events are recognised as revenue in the period that the services are provided. When they are charged for services provided over a period, they are recognised as revenue on an accrual basis as the services are provided. (iii) Investment education and software The Group operates and distributes the online, web-based equity valuation tool, Stocks in Value. Client subscriptions comprise both online access to the valuation tool as well as access to member training and education services over the period of subscription. Revenue received in respect of client subscriptions is recognised on an accrual basis and amortised over the period of the subscription. (iv) Interest income Interest income is recorded in the profit or loss when earned on an accrual basis using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset. (d) Income tax The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the notional income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and for unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Current and deferred tax balances attributable to amounts recognised directly in other comprehensive income and equity are also recognised directly in other comprehensive income and equity, respectively. Clime Investment Management Limited and its wholly owned subsidiaries have implemented the tax consolidation legislation for the whole of the financial year. Clime Investment Management Limited is the head entity in the tax consolidated group. These entities are taxed as a single entity. F I N A N C I A L S T A T E M E N T S | 4 9 2. Summary of significant accounting policies (Cont.) (e) Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other long term payables. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the asset’s useful life and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. (f) Business combinations The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in an acquisition, the value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Acquisition-related costs are recognised in profit or loss as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill (refer to note 2(m)). If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the profit or loss, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their net present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. (g) Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). 5 0 | C I W 2 0 1 6 A N N U A L R E P O R T 2. Summary of significant accounting policies (Cont.) (h) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts, if any, are shown within borrowings in current liabilities on the statement of financial position. (i) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less allowance for doubtful debts and have a repayment terms between 30 and 90 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. An allowance for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the allowance is recognised in the profit or loss. (j) Investments and other financial assets The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. (i) Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term or if so designated by management. The policy of management is to designate a financial asset if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the reporting date. The Group’s listed trading investments and its unlisted investments (excluding equity accounted investments) are classified as financial assets at fair value through profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the balance date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position. (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. F I N A N C I A L S T A T E M E N T S | 5 1 2. Summary of significant accounting policies (Cont.) (j) Investments and other financial assets (Cont.) (iv) Available-for-sale financial assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date. Purchases and sales of investments are recognised on the trade date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the profit or loss in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity in the available-for-sale investments revaluation reserve. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit or loss as gains and losses from investment securities. The fair values of quoted investments are determined by reference to their quoted market price, as quoted on its primary stock exchange on the day of valuation, or an alternative basis if deemed more appropriate. Given the size and nature of the Group’s listed investments, however, the closing bid price may not always be the most appropriate basis for determining fair value. The Directors will consider the valuations of each of the Group’s listed investments in accordance with this accounting policy at each reporting date. The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available- for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments classified as available-for-sale investments are not reversed through the profit or loss. (k) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities) is based on quoted market prices at the reporting date. Refer to note 2(j) for further information. The fair value of financial instruments that are not traded in an active market (for example, unlisted securities) is determined using alternative valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. 5 2 | C I W 2 0 1 6 A N N U A L R E P O R T 2. Summary of significant accounting policies (Cont.) (l) Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred. Depreciation of assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows: • Plant and equipment 3-20 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2(g)). Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in profit or loss. When revalued assets are sold, it is Group policy to transfer the amounts included in other reserves in respect of those assets to retained earnings. (m) Intangible assets (i) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or group of cash- generating units) that is expected to benefit from the synergies of the combination. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for the goodwill is recognized directly in profit or loss in the consolidated statement of profit or loss and other comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (ii) Intangible assets acquired separately Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. F I N A N C I A L S T A T E M E N T S | 5 3 2. Summary of significant accounting policies (Cont.) (m) Intangible assets (Cont.) (iii) Intangible assets acquired in a business combination Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. (iv) Investment Management contracts and relationships Investment Management contracts have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost of investment management contracts over their estimated useful lives (which vary from 10 to 15 years). Investment Management contracts are tested for impairment annually. (v) Software licence, customer relationship and customer list Software licence, customer relationships and customer lists have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the software licence, customer relationship and customer list over their useful life of 3 to 10 years. Software license, customer relationship and customer list are tested for impairment annually. (n) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. (o) Employee benefits (i) Wages and salaries, annual leave and long service leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled wholly within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities recognised in respect of long service leave are measured as the present value of the estimate future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date. (ii) Bonus plans A liability for employment benefits in the form of bonus plans is recognised when there is no realistic alternative but to settle the liability and at least one of the following conditions is met: there are formal terms in the plan for determining the amount of the benefit; the amounts to be paid are determined before the time of completion of the financial statements; or • • • past practice gives clear evidence of the amount of the obligation. Liabilities for bonus plans are expected to be settled within 12 months and are measured at the amounts expected to be paid when they are settled. 5 4 | C I W 2 0 1 6 A N N U A L R E P O R T 2. Summary of significant accounting policies (Cont.) (o) Employee benefits (Cont.) (iii) Superannuation Contributions are made by the Group to employee superannuation funds and are charged as expenses when incurred. (iv) Employee benefit on-costs Employee benefit on-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities. (v) Share-based payments Share-based compensation benefits are provided to employees via the Clime Investment Management Limited Employee Incentive Scheme. Employee Incentive Scheme (EIS) The Clime Investment Management Limited Employee Incentive Scheme (EIS) was approved by shareholders at the Company’s Annual General Meeting held in October 2007. The EIS provides an opportunity for eligible employees, as determined by the Board from time to time, to purchase shares in the Company via the provision of an interest-free, non-recourse loan. Shares issued in accordance with the EIS are subject to certain restrictions for the duration of the loan, including continued employment with the Company and share transfer locks. Upon the expiration of the loan term, and the repayment of the outstanding loan balance by relevant employees, the shares become unconditional. Due to certain aspects of the EIS - specifically the share transfer locks and non-recourse nature of the loans - the Company is required to classify shares issued under the EIS as ‘in-substance options’ in accordance with AASB 2 Share-based Payment. As such, the underlying instruments, consisting of the outstanding employee loans and the issued fully paid ordinary shares, are not recognised in the financial statements. Instead, the fair value of the ‘in-substance options’ granted is recognised as an employee benefit expense with a corresponding increase in the share-based payments reserve. The fair value is measured at grant date and recognised on a straight-line basis over the term of the loans. The fair value of the ‘in-substance options’ at grant date is determined using a binomial distribution to statistically estimate the value of the benefits granted. The valuation model takes into account the share issue price, the term of the loan, the current price and expected volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the loan. In order to recognise the impact of employee departures and the resultant early termination of their respective loan agreements, at each balance date the Company revises its estimate of the number of shares that may ultimately become unconditional. The employee benefit expense recognised each period takes into account the most recent estimate. Following the expiration of the term of the loan, any repayment received from employees in respect of the amortised loan balance is recognised in contributed equity in the statement of financial position. The balance of the share-based payments reserve relating to those shares is also transferred to contributed equity. To the extent that an employee chooses not to repay the amortised loan balance at the completion of the loan term (i.e. where the value of the shares is less than the amortised loan balance), then the Company will buy back those shares and the balance of the share-based payments reserve relating to those shares is transferred to a lapsed option reserve. It should be noted that the application of this accounting policy will result in differences between the number of shares on issue as disclosed in the Group’s statutory reports, and the number of shares on issue as advised to the Australian Securities Exchange. F I N A N C I A L S T A T E M E N T S | 5 5 2. Summary of significant accounting policies (Cont.) (p) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). (q) Financial liabilities and equity instruments Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual agreement. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. Repurchase of Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Financial liabilities are classified as ‘other financial liabilities’. Other financial liabilities, including borrowings are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised costs using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. (r) Dividends A liability is recorded for the amount of any dividend declared on or before the end of the period but not distributed at reporting date. (s) Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to potential dilutive ordinary shares. 5 6 | C I W 2 0 1 6 A N N U A L R E P O R T 2. Summary of significant accounting policies (Cont.) (t) Goods and service tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or ii. for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows. (u) New accounting standards and interpretations for application in future periods The AASB has issued certain new and amended Accounting Standards and Interpretations that are not mandatory for 30 June 2016 reporting period and hence have not been early adopted by the Group. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below: (i) AASB 9: Financial Instruments and its consequential amendments This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2018. This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. Chapter 6 ‘Hedge Accounting’ supersedes the general hedge accounting requirements in AASB 139 and provides a new simpler approach to hedge accounting that is intended to more closely align with risk management activities undertaken by entities when hedging financial and non-financial risks. The consolidated entity will adopt this standard and the amendments from 1 January 2018 but the impact of its adoption is yet to be assessed by the consolidated entity. (ii) AASB 2014-4 Amendments to Australian Accounting Standards - Clarification of Acceptable Methods of Depreciation and Amortisation These amendments are applicable to annual reporting periods beginning on or after 1 January 2016. AASB 2014-4 amends AASB 116 and AASB 138 to clarify that depreciation and amortisation should be based on the expected pattern of consumption of an asset, that the use of revenue based methods to calculate depreciation is not appropriate, and that there is a rebuttable presumption that revenue is an inappropriate basis for measuring the consumption of the economic benefit embodied in an intangible asset. The adoption of these amendments from 1 January 2016 will not have a material impact on the consolidated entity. (iii) AASB 15 Revenue from Contracts with Customers This standard is expected to be applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. F I N A N C I A L S T A T E M E N T S | 5 7 2. Summary of significant accounting policies (Cont.) (u) New accounting standards and interpretations for application in future periods (Cont.) For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity’s performance and the customer’s payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The consolidated entity will adopt this standard from 1 January 2017 but the impact of its adoption is yet to be assessed by the consolidated entity. (iv) AASB 16 ‘Leases’ ASAB 16 provides a comprehensive model for the identification of leases arrangements and their treatment in the financial statements of both lessees and lessors. The accounting model for lessees will require lessees to recognize all leases on balance sheet, except for short-term leases and leases of low value assets. AASB 16 applies to annual periods beginning on or after 1 January 2019. The directors anticipate that the adoption of AASB 16 in the future may have a material impact on the amounts reported and disclosures made in the Group’s consolidated financial statements. However it is not practicable to provide a reasonable estimate of the effect of AASB 16 until the Group performs a detailed review. (v) AASB 2015-2 ‘Amendments to Australian Accounting Standards – Disclosure initiative: Amendments to AASB 101’ The amendments to AASB 101 give some guidance on how to apply the concept of materiality in practice. The amendments apply to annual periods beginning on or after 1 January 2016. The directors do not anticipate that the application of these amendments to AASB 101 will have a material impact on the Group’s consolidated financial statements. 3. Critical accounting estimates and assumptions Critical accounting estimates and assumptions In the application of the Group’s accounting policies, which are described in note 2, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both the current and future periods. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. 5 8 | C I W 2 0 1 6 A N N U A L R E P O R T 3. Critical accounting estimates and assumptions (Cont.) Critical accounting estimates and assumptions (Cont.) Estimated impairment of goodwill, investment management contracts, software licences and customer relationships The Group tests annually whether goodwill, investment management contracts, software licenses and customer relationships have suffered any impairment, in accordance with the accounting policy stated in note 2(m). The recoverable amounts of cash- generating units have been determined based on fair value less costs to sell. The fair values of cash-generating units have been determined in accordance with the Directors’ assessments of their values based on arms’ length transactions between knowledgeable and willing parties on the basis of the best information available. In determining these amounts, the Directors have considered the outcomes of recent transactions for similar assets and businesses. The Directors’ assessments of the fair values of cash-generating units are subject to an element of subjectivity concerning the selection of appropriate benchmarks and transactions. A material adverse change in one or more of the underlying variables applied in the estimates of fair values, therefore, may impact their recoverable amounts and result in alternative outcomes for the purposes of impairment testing. 4. Financial risk management The Group’s activities expose it to various direct and indirect financial risks, including market risk, interest rate risk, credit risk, liquidity risk and fair values. Risk management is carried out by senior management under policies and strategies approved by the Board and Audit Committee. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. (a) Market risk The Group’s activities expose it primarily to other price risks (see (i) below) and interest rates (see (ii) below). Unfavourable economic conditions both domestically and globally can have a significant impact on the investment returns of the investments and investment portfolios. (i) Other price risk The Group’s activities expose it primarily to equity securities price risk. This arises from the following: • • Exposure to adverse movements in equity prices which may have negative flow-on effects to the revenue derived from the Investments held by the Group as direct investments; and management of clients’ investment portfolios. The Group seeks to reduce market risk by adhering to the prudent investment guidelines of its Investment Committee. These guidelines include ensuring that the Group is not overly exposed to any one security and/or sector of the market, and must operate within set parameters. Price Risk Sensitivity Analysis The table below summarises the pre-tax impact of both a general fall and general increase in market prices by 5% at the end of the reporting period. The analysis is based on the assumption that the movements are spread equally over all assets in the investment and trading portfolios. Director 30 June 2016 30 June 2015 5% Increase in Market Prices 5% Decrease in Market Prices 5% Increase in Market Prices 5% Decrease in Market Prices Impact on profit (pre-tax) $1,125,097 ($1,125,097) $1,098,208 ($1,098,208) The Group’s sensitivity to equity prices has not changed significantly from the prior year. F I N A N C I A L S T A T E M E N T S | 5 9 4. Financial risk management (Cont.) (a) Market risk (Cont.) (ii) Interest rate risk management The Group is exposed to interest rate risk because at balance date, the Group has a significant proportion of its assets held in interest-bearing bank accounts and deposits at call. As such, the Group’s revenues and assets are subject to interest-rate risk to the extent that the cash rate falls over any given period. Given that the Group does not have – nor has it ever had - any material interest-bearing borrowings/liabilities at balance date, the Board and management do not consider it necessary to hedge the Group’s exposure to interest rate risk. Interest Rate Risk Sensitivity Analysis The table below summarises the pre-tax impact on the Group’s profits due to both a decrease and increase in interest rates by 100 basis points (one percentage point) at the end of the reporting period. The analysis is based on the assumption that the change is based on the weighted average rate of interest on cash at bank and cash on deposit for the year (2.20% weighted average interest rate in 2016 and 2.25% weighted average interest rate in 2015). Director 30 June 2016 30 June 2015 100 bps Increase in Interest Rate 100 bps Decrease in Interest Rate 100 bps Increase in Interest Rate 100 bps Decrease in Interest Rate Impact on profit (pre-tax) $54,135 ($54,135) $56,669 ($56,669) (b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. (i) Cash and cash equivalents The maximum credit risk of the Group in relation to cash and cash equivalents is the carrying amount and any accrued unpaid interest. The average weighted maturity of the cash portfolio at any given time is no greater than 90 days. The credit quality of material deposits of cash and cash equivalents can be assessed by reference to external credit ratings. Director Cash at bank and short-term bank deposits A-1+ A-1 (ii) Trade and sundry receivables 2016 ($) 2015 ($) 1,993,194 2,120,868 5,436,541 2,068,189 The maximum credit risk of the Group in relation to trade and sundry receivables is their carrying amounts. This risk is largely mitigated by automated systems in place which support collectability of debts on a timely basis. 6 0 | C I W 2 0 1 6 A N N U A L R E P O R T 4. Financial risk management (Cont.) (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the ability to close-out market positions. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Group’s management and its Board actively review the liquidity position on a regular basis to ensure the Group is always in a position to meet its debts and commitments on a timely basis. (i) Maturities of financial assets and liabilities The following table details the Group’s remaining contractual maturity for its non-derivative financial assets and liabilities. The table has been prepared based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is liable to meet its obligations. The table includes both interests (where applicable) and principal cash flows. The contractual maturity is based on the earliest date on which the Group may be required to pay. Maturity analysis – Group 2016 Carrying amount Contractual cash flows Less than 6 months 6 – 12 months 1-3 years Financial liabilities Trade and other payables Total financial liabilities Financial assets $ 1,000,442 1,000,442 $ 1,000,442 1,000,442 $ 1,000,442 1,000,442 Trade and other receivables – current Total financial assets 386,578 386,578 386,578 386,578 386,578 386,578 $ - - - - $ - - - - Maturity analysis – Group 2015 Carrying amount Contractual cash flows Less than 6 months 6 – 12 months 1-3 years Financial liabilities Trade and other payables Total financial liabilities Financial assets Trade and other receivables – current Total financial assets $ 1,604,896 1,604,896 1,313,959 1,313,959 $ 1,604,896 1,604,896 1,313,959 1,313,959 $ 1,604,896 1,604,896 1,313,959 1,313,959 $ - - - - $ - - - - Trade and sundry creditors are non-interest bearing, unsecured and generally payable within 30 days from the date of service / supply. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. F I N A N C I A L S T A T E M E N T S | 6 1 4. Financial risk management (Cont.) (d) Fair value risk (i) Fair value measurements recognised in the consolidated statement of financial position The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability that are not based on observable market data (unobservable inputs). All financial instruments that are measured subsequent to initial recognition at fair value comprise financial assets at fair value through profit or loss. At 30 June 2016 Financial assets at fair value through profit or loss - Listed equities - Listed preference shares - Unlisted funds At 30 June 2015 Financial assets at fair value through profit or loss - Listed equities - Listed preference shares - Unlisted funds Level 1 Level 2 Level 3 ($) ($) ($) Total ($) 4,581,236 3,191 - - - 2,508,591 4,584,427 2,508,591 - - - - 4,581,236 3,191 2,508,591 7,093,018 Level 1 Level 2 Level 3 ($) ($) ($) Total ($) 5,241,090 117,200 8,204 5,366,494 - - - - - - - - 5,241,090 117,200 8,204 5,366,494 6 2 | C I W 2 0 1 6 A N N U A L R E P O R T 4. Financial risk management (Cont.) (d) Fair value risk (Cont.) (ii) Valuation technique Listed Investment in equity and preference securities and managed funds When fair values of publicly traded equities and preference securities and managed funds are based on quoted market prices in an active market, the instruments are included within Level 1 of the hierarchy. The Group values these investments at closing prices at year end. Unlisted managed funds The Group invests in managed funds, which are not quoted in an active market. The Group considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to investing, to ensure they are reasonable and appropriate and therefore the Net Asset Value (NAV) of these funds may be used as an input into measure their fair value. In measuring this fair value, consideration is also paid to any transactions in the shares of the fund. Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classified these funds as Level 2. Unlisted equity investments The Group invested in a public unlisted company which are not quoted in an active market. Transactions in such investments do not occur on a regular basis. The Group used a combination of NAV method based on the value of the assets of the business less its liabilities adjusted for fair value and market based valuation technique for valuing these positions. The Group classifies the fair value of these investments as Level 3. 5. Revenue Management fees and commissions Performance fees Consulting fees Director fees Dividends received Interest received Investment software and education Other income Total revenue See note 26(a) for an analysis of revenue by major products and services 2016 $ 2015 $ 7,440,834 7,829,091 2,401 - 75,000 304,876 118,923 1,147,913 24,283 9,114,230 831,587 206,000 70,000 211,555 127,335 160,405 217,766 9,653,739 F I N A N C I A L S T A T E M E N T S | 6 3 6. Expenses Profit before income tax includes the following specific expenses: Employee benefits expense (excluding superannuation) 4,089,980 3,998,389 2016 $ 2015 $ Defined contribution superannuation expense Share-based payment expense recognised Rental expense relating to operating leases - Minimum lease payments Depreciation of plant and equipment Amortisation of investment management contracts Amortisation of software licences, customer relationships and customer lists 7. Statement of Cashflows (a) Reconciliation of cash For the purposes of the statement of financial position and statement of cash flows, cash and cash equivalents comprise: Cash and bank balances 281,706 64,007 205,799 67,408 260,348 212,875 257,766 73,939 144,110 67,248 305,348 - 2016 $ 2015 $ 4,114,062 4,114,062 7,504,730 7,504,730 Cash at bank is interest bearing. Cash at bank and deposits at call bear floating interest rates between 1.9 and 2.3% (2015: 1.9 and 2.4%). Cash and bank balances above includes deposits of $256,700 (2015: 256,591) that has been pledged as security for the currently occupied office space in Sydney. (b) Reconciliation of profit for the year to net cash flows from operating activities: Profit for the year Depreciation and amortisation (Gain)/loss on disposal of Property, plant and equipment Non-cash employee benefits expense Share of (profit) of associate and joint venture Dividends received from associate Change in operating assets and liabilities Trade and sundry debtors and other assets Financial assets at fair value through profit or loss Trade and sundry creditors Current tax liability Deferred tax assets and liabilities Provisions and other non-current operating liabilities Net cash (used in) / provided by operating activities 2016 $ 1,065,330 540,631 (826) 64,007 (694,764) 1,003,396 913,231 (1,726,524) (686,059) (626,330) (80,694) (25,877) (254,479) 2015 $ 3,288,651 372,596 5,127 73,939 (1,923,879) 943,241 (873,489) 2,073,593 22,236 315,176 19,767 36,503 4,353,461 6 4 | C I W 2 0 1 6 A N N U A L R E P O R T 8. Income tax expense (a) Income tax expenses Current tax expense Deferred tax expense Deferred income tax expense included in income tax expense comprises: Decrease / (increase) in deferred tax assets (note 16) (Decrease) / increase in deferred tax liabilities (note 20) 2016 $ 359,495 (89,695) 269,800 67,763 (157,458) (89,695) 2015 $ 918,421 19,768 938,189 (17,748) 37,516 19,768 (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense 2016 $ 2015 $ 1,335,130 4,226,840 Tax at the Australian tax rate of 30% (2015: 30%) 400,539 1,268,052 Tax effect of amounts which are not deductible / (taxable) in calculating taxable income: Amortisation of intangibles EIS expense Dividends received Sundry items Under provision of prior year tax Income tax expense 9. Dividends 128,213 19,202 (424,893) 3,590 126,651 143,149 269,800 91,604 22,182 (475,152) 2,965 909,651 28,538 938,189 (a) Dividends provided for or paid during the year Final dividend in respect of the previous financial year – 3 cents per share fully franked (2015: 3 cents per share fully franked) Interim dividend in respect of the current financial year – 3 cents per share fully franked (2015: 3 cents per share fully franked) 2016 $ 2015 $ 1,507,345 1,501,345 1,505,945 1,501,345 3,013,290 3,002,690 Franked Portion 3,013,290 3,002,690 (b) Dividends not recognised at year end Proposed fully franked dividend – 3 cents per share (2015: 3 cents) 1,511,883 1,501,345 F I N A N C I A L S T A T E M E N T S | 6 5 9. Dividends (Cont.) (c) Franking account balance Amount of franking credits available for subsequent financial years are: Franking account balance brought forward Franking credits arising from income tax paid Franking credits from dividends received from other corporations Franking debits from payment of dividends Balance of franking account at year end adjusted 2016 $ 2015 $ 2,998 996,624 606,989 (1,291,410) 315,201 20,135 590,944 678,786 (1,286,867) 2,998 Impact on franking account of proposed dividend not recognised at year end 647,950 643,434 10. Trade and other receivables - Current Trade receivables (note a) Other receivables 2016 $ 300,212 86,366 386,578 2015 $ 1,246,316 67,643 1,313,959 a. Trade receivables are non-interest bearing and are generally subject to 30 day terms. b. The Group did not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. c. Financial assets that are neither past due nor impaired Trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of the respective clients, it is expected that these amounts will be received when due. The receivables primarily relate to management fees receivable which are considered low risk. d. Fair value The carrying amounts of trade and other receivables are considered to represent a reasonable approximation of their fair values. 11. Other current assets Payments 2016 $ 138,163 2015 $ 124,014 6 6 | C I W 2 0 1 6 A N N U A L R E P O R T 12. Financial assets at fair value through profit or loss CURRENT Investments comprise: Shares in other corporations listed on a prescribed stock exchange Investment in unlisted, unregistered managed investment scheme 13. Investments accounted for using the equity method Investment in associate (a) Carrying amounts Information relating to associate is set out below. 2016 $ 4,584,427 2,508,591 7,093,018 2015 $ 5,366,494 - 5,366,494 2016 $ 2015 $ 8,752,418 8,977,530 Name of companies Principal activity 2016 % 2015 % 2016 $ 2015 $ Carrying amounts Unlisted JASCO Holdings Ltd (Associate) (i) The above associate is incorporated in Australia (i) Jasco Holdings Limited Importing and distribution 21.75 21.75 8,752,418 8,977,530 At 30 June 2016 As at 30 June 2016, the Group has accounted for 21.75% (2015: 21.75%) investment in Jasco as an investment in associate, at a carrying value of $8,752,418 (2015: $8,977,530). (b) Movements of carrying amounts Carrying amount at the beginning of the financial year Share of profit after income tax Share of increase in reserves Dividends received/receivable Dividends reinvested Carrying amount at the end of the financial year Associates Net profit of Associate before income tax Income tax (expenses) / benefit Profit after income tax 2016 $ 8,977,530 694,764 83,520 (1,129,109) 125,713 8,752,418 953,154 (258,390) 694,764 2015 $ 7,876,831 1,923,879 120,061 (1,295,543) 352,302 8,977,530 1,002,240 921,639 1,923,879 F I N A N C I A L S T A T E M E N T S | 6 7 13. Investments accounted for using the equity method (Cont.) (c) Reconciliation to share of net profits of associate accounted using the equity method Share of net profit of Associate (d) Summarised financial information of associate 2016 $ 694,764 2015 $ 1,923,879 Summarised financial information in respect of the Group’s associate is set out below. The summarised financial information below represents amounts shown in the associate’s financial statements prepared in accordance with AASBs adjusted by the Group for equity accounting purposes. Group’s share of Assets $ Liabilities $ Revenues $ Profit after tax $ 2016 Jasco Holdings Limited 12,844,245 4,091,828 10,358,003 694,764 2015 Jasco Holdings Limited 12,594,120 3,616,590 8,886,180 1,923,879 14. Investments in subsidiaries (a) Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2(b). Name of entity Clime Asset Management Pty Ltd Clime Investors Education Pty Ltd Stocks In Value Pty Ltd Country of incorporation Australia Australia Australia Class of shares Fully Paid Ordinary Fully Paid Ordinary Fully Paid Ordinary * The proportion of ownership interest is equal to the proportion of voting power held. Equity holding * 2016 % 100 100 100 2015 % 100 100 100 6 8 | C I W 2 0 1 6 A N N U A L R E P O R T 15. Property, plant and equipment Plant and equipment - at cost Accumulated depreciation and impairment Written down value of property, plant and equipment Reconciliation a) Plant and equipment Carrying value at beginning Additions during the year Acquisition through business combination Disposals during the year Depreciation charge for the year Depreciation on disposals Carrying amount at end 16. Deferred tax assets The balance comprises temporary differences attributable to: Employee benefits Accrued expenses Financial assets at fair value through profit or loss Acquisition of subsidiary Available for sale and equity accounted investments Realised tax losses carried forward – capital Deferred tax assets Movements Opening balance at 1 July Acquisition of subsidiary Credited/(charged) to profit or loss (note 8) Closing balance at 30 June 2016 $ 428,756 (338,396) 90,360 2015 $ 418,070 (271,927) 146,143 146,143 12,798 - (2,112) (67,408) 939 90,360 2016 $ 62,867 22,199 136,065 - - 501,016 722,147 789,910 - (67,763) 722,147 144,350 64,100 4,941 (4,028) (67,248) 4,028 146,143 2015 $ 70,630 22,294 - 11,581 135,000 559,405 798,910 769,581 11,581 17,748 798,910 17. Intangible assets Goodwill at cost Investment management contracts and relationships: At cost Accumulated amortisation Software licences: At cost Accumulated amortisation Customer relationship and customer list: At cost Accumulated amortisation F I N A N C I A L S T A T E M E N T S | 6 9 2016 $ 2015 $ 3,351,564 3,351,564 4,790,000 (2,180,826) 2,609,174 576,300 (61,845) 514,455 650,022 (151,030) 498,992 4,790,000 (1,920,478) 2,869,522 576,300 - 576,300 650,022 - 650,022 Closing balance at 30 June 6,974,185 7,447,408 (a) Reconciliations 2016 Consolidated Goodwill Investment management contracts & relationships Software licences Customer relationships & customer lists Total ($) ($) ($) ($) ($) Carrying amount at beginning of year 3,351,564 2,869,521 576,300 650,023 7,447,408 Acquisitions through business combination Amortisation expense1 Carrying amount at end of year - - 3,351,564 - (260,348) 2,609,173 - (61,845) 514,455 - - (151,030) (473,223) 498,993 6,974,185 2015 Consolidated Goodwill Investment management contracts & relationships Software licences Customer relationships & customer lists Total Carrying amount at beginning of year Acquisitions through business combination Amortisation expense1 Carrying amount at end of year ($) 3,026,564 325,000 - 3,351,564 ($) 3,174,869 ($) - ($) - ($) 6,201,433 - 576,300 650,023 1,551,323 (305,348) 2,869,521 - 576,300 - (305,348) 650,023 7,447,408 1 Amortisation of $473,223 (2015: $305,348) is included in the consolidated statement of profit or loss and other comprehensive income. 7 0 | C I W 2 0 1 6 A N N U A L R E P O R T 17. Intangible assets (Cont.) (b) Impairment testing of goodwill Goodwill acquired through business combinations has been allocated to the applicable cash-generating unit for impairment testing. Each cash-generating unit represents a business operation of the Group. Cash-generating unit 2016 - Consolidated Funds Management Investment Software and Education ($) ($) Total ($) Balance at the beginning of the year 3,026,564 325,000 3,351,564 Movements during the year Balance at end of year 2015 - Consolidated - - - 3,026,564 325,000 3,351,564 Balance at the beginning of the year 3,026,564 - 3,026,564 Amounts recognised from business combinations occurring during the year (note 27) - 325,000 325,000 Balance at end of year 3,026,564 325,000 3,351,564 The recoverable amounts of all cash generating units have been determined based on fair value less costs to sell. The fair values of cash generating units have been determined in accordance with the Directors’ assessments of their values based on arms’ length transactions between knowledgeable and willing parties on the basis of the best information available. In determining these amounts, the Directors have considered the outcomes of recent transactions for similar assets and businesses. 18. Trade and other payables Unsecured: Trade payables Accruals Other payables 19. Provisions Employee benefits 2016 $ 435,859 548,557 259,755 1,244,171 2015 $ 494,433 1,102,716 352,268 1,949,417 2016 $ 209,556 2015 $ 235,433 The provision for employee benefits represents annual leave and vested long service leave entitlements accrued. 20. Deferred tax liabilities The balance comprises temporary differences attributable to: Available for sale and equity accounted investments Sundry items Deferred tax liabilities Movements Opening balance at 1 July Charged to the profit or loss (note 8) Charged / (debited) directly to equity (note 22) Closing balance at 30 June 21. Issued capital F I N A N C I A L S T A T E M E N T S | 7 1 2016 $ 2,264,063 79,823 2,343,886 2,476,288 (157,458) 25,056 2,343,886 2015 $ 2,369,310 106,978 2,476,288 2,402,753 37,516 36,018 2,476,288 (a) Share Capital Parent Equity Parent Equity Ordinary shares Fully paid Notes 2016 Shares 2015 Shares 2016 $ 2015 $ (b),(d) 49,021,093 48,344,834 21,860,316 21,377,217 1 Note that the number of shares on issue above will differ from the number of shares on issue as notified to the Australian Securities and Investments Commission and the Australian Securities Exchange. This is due to the application of AASB 2 Share- based Payment which treats the shares issued under the Employee Incentive Scheme as ‘in-substance options’ for statutory reporting purposes. Refer to note 2(o)(v) for further information. (b) Movements in ordinary share capital Dates Details 30 June 2014 Balance Various Various Transfer of loan repayment to issued capital on completion of EIS loan term Transfer from share-based payments reserve to issued capital on completion of EIS loan term 30 June 2015 Balance Various Various Transfer of loan repayment to issued capital on completion of EIS loan term Transfer from share-based payments reserve to issued capital on completion of EIS loan term Notes Number of shares $ 46,944,834 20,701,542 1,400,000 550,375 - 125,300 48,344,834 21,377,217 850,000 499,200 - 96,000 July 2015 to June 2016 Shares bought back on-market and cancelled (d) (173,741) (111,961) July 2015 to June 2016 Transaction costs arising from on-market buy-back - (140) 30 June 2016 Balance 49,021,093 21,860,316 7 2 | C I W 2 0 1 6 A N N U A L R E P O R T 21. Issued capital (Cont.) (c) Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation. (d) On-market share buy-back 2016 During the financial year ended 30 June 2016, Clime Investment Management Limited, in accordance with its on-market share buy-back scheme, bought back 173,741 shares. The number of shares bought back and cancelled was within the ‘10/12 limit’ imposed by s257B of the Corporations Act 2001, and as such, shareholder approval was not required. The shares were acquired at an average price of 64.52 cents per share. The total cost of $112,101, including $140 of transaction costs, was deducted from contributed equity. The shares bought back in the current year were cancelled immediately. 2015 During the financial year ended 30 June 2015, Clime Investment Management Limited did not buy-back any shares in accordance with its on-market buy-back scheme. (e) Employee Incentive Scheme (“EIS”) As at 30 June 2016, there are 1,050,000 (2015: 1,700,000) EIS ‘in-substance’ options on issue. Share options granted under the Company’s employee incentive scheme carry no rights to dividends and no voting rights. Refer to note 25(a) for a schedule of the movements in EIS options on issue during the year. (f) Capital Risk Management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders, to maintain an optimal capital structure and to minimise the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid, return capital to shareholders, issue new shares from time to time or buy back its own shares. The Group’s strategy is unchanged from 2015. 22. Reserves and retained profits (a) Reserves Share-based payments reserve Other reserves Movements Share-based payments reserve Balance 1 July Share-based payment expense recognised Transfer to issued capital on completion of EIS loan term Balance 30 June Other reserves Balance 1 July Movements during the year Deferred tax liability Balance 30 June (b) Retained earnings Movements in retained profits were as follows: Balance 1 July Net profit for the year Dividends (note 9) Balance 30 June (c) Nature and purpose of reserves F I N A N C I A L S T A T E M E N T S | 7 3 2016 $ 91,812 142,506 234,318 123,805 64,007 (96,000) 91,812 84,042 83,520 (25,056) 142,506 2015 $ 123,805 84,042 207,847 175,166 73,939 (125,300) 123,805 - 120,060 (36,018) 84,042 2016 $ 2015 $ 3,372,738 1,065,330 (3,013,290) 1,424,778 3,086,777 3,288,651 (3,002,690) 3,372,738 Share-based payments reserve The share-based payments reserve is used to recognise the fair value of options issued to employees but not exercised. Other reserves Group’s share of various reserves from equity accounted associate, including foreign currency translation reserves. 7 4 | C I W 2 0 1 6 A N N U A L R E P O R T 23. Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: Audit and review of financial statements - Pitcher Partners / Moore Stephens Sydney 77,207 67,920 Taxation matters - Pitcher Partners / Moore Stephens Sydney 19,610 96,817 18,425 86,345 2016 $ 2015 $ It is the Group’s policy to employ Pitcher Partners or its related practices, on assignments additional to their statutory audit duties where Pitcher Partners expertise and experience within the Group is considered. 24. Earnings per share (a) Basic earnings per share Profit attributable to the ordinary equity holders of the Group (b) Diluted earnings per shared Profit attributable to the ordinary equity holders of the Group 2016 Cents 2015 Cents 2.2 2.1 6.9 6.6 2016 2015 (c) Reconciliations of earnings used in calculating earnings per share Basic and diluted earnings per share Profit for the year attributable to owners of the Group $1,065,330 $3,288,650 Profit attributable to the ordinary equity holders of the Group used in calculating basic and diluted earnings per share $1,065,330 $3,288,650 24. Earnings per share (Cont.) (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used in calculation of basic earnings per share Weighted average number of ordinary shares used in the calculation of diluted earnings per share (e) Reconciliations of weighted average number of shares: Weighted average number of ordinary shares used in the calculation of basic earnings per share Shares deemed to be issued for no consideration in respect of - Employee incentive scheme Weighted average number of ordinary shares used in the calculation of diluted earnings per share F I N A N C I A L S T A T E M E N T S | 7 5 2016 Number 2015 Number 49,122,496 47,885,176 50,172,496 49,585,176 49,122,496 47,885,176 1,050,000 1,700,000 50,172,496 49,585,176 (f) Options issued under Employee Incentive Scheme Options granted under the Employee Incentive Scheme are considered to be dilutive and have been included in the determination of diluted earnings per share. These options have not been included in the determination of basic earnings per share. 25. Share-based payments (a) Employee Incentive Scheme (EIS) The Clime Investment Management Limited Employee Incentive Scheme (“EIS”) was approved by shareholders at the Company’s Annual General Meeting held on 25 October 2007. The EIS provides an opportunity for eligible employees, as determined by the Board from time to time, to purchase shares in the Company via the provision of an interest-free, non-recourse loan. Shares issued in accordance with the EIS are subject to certain restrictions for the duration of the loan, including continued employment with the Company and share transfer locks. Upon the expiration of the loan term, and the repayment of the outstanding loan balance by relevant employees, the shares become unconditional. Shares issued under the EIS rank equally with other fully paid ordinary shares. Due to certain aspects of the EIS - specifically the share transfer locks and non-recourse nature of the loans - the Company is required to classify shares issued under the EIS as ‘in-substance options’ in accordance with AASB 2 Share-based Payment. It should be noted that the application of this accounting policy will therefore result in differences between the number of shares on issue as disclosed in the Company’s statutory reports, and the number of shares on issue as advised to the Australian Securities Exchange. 7 6 | C I W 2 0 1 6 A N N U A L R E P O R T 25. Share-based payments (Cont.) (a) Employee Incentive Scheme (EIS) (Cont.) During the current financial year none of the directors or key management personnel participated in the Employee Incentive Scheme. Set out below is a summary of in-substance options granted under the plan: Grant Date Vesting Date Exercise Price Balance at start of the year Granted during the year Exercised during the year Transferred/ Forfeited during the year Balance at the end of the year Vested and exercisable at end of the year 2016 19/04/2012 19/04/2015 15/12/2012 15/12/2015 21/02/2013 21/02/2016 22/08/2013 22/08/2016 23/10/2013 22/10/2016 25/10/2013 25/10/2016 19/08/2014 19/08/2017 25/02/2015 25/02/2018 11/09/2015 11/09/2018 Total $0.420 $0.500 $0.660 $0.800 $0.815 $0.829 $0.850 $0.750 $0.700 Number Number Number Number Number Number 250,000 200,000 200,000 100,000 200,000 375,000 300,000 75,000 - - - - - - - - - 200,000 (250,000) (200,000) (200,000) - (200,000) - - - - - - - - - (75,000) (100,000) - 175,000 - - - 100,000 - 300,000 200,000 75,000 375,000 1,700,000 200,000 (850,000) - 1,050,000 - - - - - - - - - - Weighted average exercise price $0.779 Grant Date Vesting Date Exercise Price Balance at start of the year Granted during the year Exercised during the year Transferred/ Forfeited during the year Balance at the end of the year Vested and exercisable at end of the year 2015 18/07/2011 18/07/2014 09/08/2011 08/08/2014 03/01/2012 03/01/2015 16/04/2012 16/04/2015 19/04/2012 19/04/2015 04/12/2012 04/12/2015 15/12/2012 15/12/2015 21/02/2012 21/02/2016 22/08/2013 22/08/2016 23/10/2013 23/10/2016 25/10/2013 25/10/2016 19/08/2014 19/08/2017 25/02/2015 25/02/2018 Total $0.380 $0.380 $0.370 $0.395 $0.420 $0.480 $0.500 $0.660 $0.800 $0.815 $0.829 $0.850 $0.750 Number Number Number Number Number Number 450,000 350,000 100,000 300,000 325,000 200,000 200,000 200,000 100,000 200,000 375,000 - - - - - - - - - - - - - 300,000 - (450,000) (350,000) (100,000) (300,000) (75,000) (125,000) - - - - - - - - - - - - (75,000) - - - - - - 75,000 - - - - - - - - 250,000 250,000 - 200,000 200,000 100,000 200,000 375,000 300,000 75,000 - - - - - - - - 2,800,000 300,000 (1,400,000) - 1,700,000 250,000 Weighted average exercise price $0.756 F I N A N C I A L S T A T E M E N T S | 7 7 25. Share-based payments (Cont.) (a) Employee Incentive Scheme (EIS) (Cont.) The weighted average contractual life of in-substance options outstanding at the end of the period was 1.17 years (2015 – 1.41 years). The assessed fair value at grant date of in-substance options granted to the individuals is allocated equally over the period from grant date to vesting date. Fair values at grant date are determined by using a binomial distribution model to statistically estimate the future probability of the in-substance options vesting and the amounts that these in-substance options would be worth. The valuation was performed as at the grant date of each in-substance option issued. The model inputs for in-substance options granted during the year ended 30 June 2016 included: • in-substance options are granted via an interest-free, non-recourse loan and vest based on the terms discussed above. In- substance options become unconditional on the date of their vesting following the repayment of the outstanding loan balance; • exercise price: The forecast outstanding loan principal at the expiration of the loan term is equivalent to the exercise price variable in a standard option valuation. The forecast outstanding loan principal is $0.78 per share (for in-substance options issued with a three year term); vesting date: 3 years from the grant date; • • expected price volatility of the Company’s shares: between 30% and 35%; • • discount rate: 14%. risk-free interest rate: 2.75%; and The resulting fair values per in-substance option are: Number of Options 100,000 300,000 200,000 75,000 375,000 Grant Date Exercise Price Value per option at grant date 22 August 2013 25 October 2013 19 August 2014 25 February 2015 11 September 2015 $0.800 $0.829 $0.850 $0.750 $0.700 $0.140 $0.140 $0.140 $0.134 $0.121 Vesting Date 22 August 2016 25 October 2016 19 August 2017 25 February 2018 11 September 2018 (b) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of the employee benefit expense were as follows: Option expense - Employee Incentive Scheme 2016 $ 64,007 64,007 2015 $ 73,939 73,939 7 8 | C I W 2 0 1 6 A N N U A L R E P O R T 26. Segment information (a) Description of segments Our internal reporting system produces reports in which business activities are presented in a variety of ways. Based on these reports, the Executive Directors, whom are responsible for assessing the performance of various components of the business and making resource allocation decisions as our Chief Operating Decision Makers (CODM), evaluate business activities in a number of different ways. The Group’s reportable segments under AASB 8 are as follows: • Funds management • Investment software • Direct investments Funds Management The Group’s Funds Management business, Clime Asset Management Pty Ltd is based in Sydney. This business generates operating revenue (investment management and performance fees) as remuneration for managing the investment portfolios of individuals and corporations. Investment Software Consulting revenue is generated from the provision of investment research analysis to institutional clients, and wealth structuring and taxation advice to high net worth private clients. Revenue generated from external subscriptions to the Group’s proprietary web-based investment software, Stocks In Value Pty Limited, is also included within this division. Direct Investments Includes revenue generated by the Group’s direct investments in listed and unlisted securities and managed investment schemes. A significant proportion of the Group’s direct investments are ‘self-managed’ and include material investments in the ASX listed company Clime Capital Limited. There have been no changes in basis of segmentation or basis of segmental profit or loss since the previous financial report. (b) Reportable Segments 2016 Funds Management Investment Software Direct Investments Inter Segment / unallocated Consolidated ($) ($) Segment revenue Sales to external customers 7,443,517 1,147,913 Share of profits from investments in associate Investment income - - - - Total segment revenue 7,443,517 1,147,913 ($) - 694,764 (293,517) 401,247 Net group result Net group result before tax 1,946,832 81,598 401,247 (1,094,547) ($) ($) 99,000 8,690,430 - - 99,000 694,764 (293,517) 9,091,677 1,335,130 (269,800) 1,065,330 311,756 106,660 - 122,215 540,631 Income tax expense Profit for the year Depreciation and amortisation expense F I N A N C I A L S T A T E M E N T S | 7 9 26. Segment information (Cont.) (b) Reportable Segments (Cont.) 2015 Funds Management Investment Software Direct Investments Inter Segment / unallocated Consolidated Segment revenue Sales to external customers 9,050,444 160,405 ($) ($) ($) - Share of profits from investments in associate Investment income - - - - 1,923,879 24,504 ($) ($) 104,000 9,314,849 - - 1,923,879 24,504 Total segment revenue 9,050,444 160,405 1,948,383 104,000 11,263,232 Net group result Net group result before tax 3,189,935 160,405 1,948,383 (1,071,883) 4,226,840 (938,189) 3,288,651 359,146 - - 13,450 372,596 Income tax expense Profit for the year Depreciation and amortisation expense (c) Segment assets and liabilities Information about the segment assets and liabilities are not regularly reviewed by the CODM. As a result information relating to segment assets and liabilities are not presented. (d) Information about major customers Included in revenues arising from the funds management business of $7.44 million (2015: $9.05 million) (see 26 (b) above) are revenues of approximately $1.7 million (2015: $0.8 million) which arose from sales to the Group’s largest customer. 27. Acquisition of subsidiary Stocks In Value Pty Limited is an online equity valuation and research tool. The tool provides self-directed investors with the same insights and conclusions on stocks that institutional investors benefit from, at a low cost as a subscription service. During the previous financial year (as at 30 June 2015), the Group entered into an agreement to acquire the remaining 50% of Stocks In Value Pty Limited (Stocks In Value) from Eureka Report Pty Limited (Eureka). The 50:50 joint venture has been dissolved and is replaced by an agreement to provide each other with continuing support and service on a commercial basis. From 30 June 2015, the Group has consolidated 100% of Stocks In Value as a subsidiary, as it gained control on this date in accordance with AASB 10 Consolidated Financial Statements. 8 0 | C I W 2 0 1 6 A N N U A L R E P O R T 27. Acquisition of subsidiary (Cont.) (a) Consideration transferred Under the terms of the agreement, the Group transferred $1 to Eureka to acquire the remaining 50% interest. Acquisition-related costs amounting to $2,883 has been excluded from the consideration transferred and have been recognised as an expense in profit or loss in the previous financial year . (b) Asset acquired and liabilites assumed The fair values of the identifiable assets and liabilities of Stocks in Value as at the date of acquisition were: Current assets Cash and cash equivalents Trade and other receivables Non-current assets Plant and equipment Intangible assets Deferred tax assets Current liabilities Trade and other payables Unearned revenue Total identifiable net assets at fair value (c) Goodwill Goodwill arising from the acquisition has been recognised as follows: Purchase consideration transferred Pre-existing liabilities Fair value of identifiable net assets assumed (as above) Goodwill arising on acquisition 2015 $ 328,565 87,042 4,941 1,226,322 11,581 (212,084) (1,446,366) 1 2015 $ 1 325,000 (1) 325,000 Goodwill of $325,000 comprises the value of expected synergies, revenue growth, future market/product offering and the assembled workforce arising from the acquisition. These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognised is expected to be deductible for income tax purposes. (d) Net cash inflow on acquisition Consideration paid in cash Cash and cash equivalent balances acquired with the subsidiary 2015 $ (1) 328,565 328,564 F I N A N C I A L S T A T E M E N T S | 8 1 28. Subsequent events A final fully franked dividend for the year ended 30 June 2016 of 3 cents per share, totalling $1,511,883 has been declared by the directors. This provision has not been reflected in the accounts. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years. 29. Contingent liabilities, contingent assets and commitments The Group has no material contingent liabilities or contingent assets as at 30 June 2016 (2015: Nil) COMMITMENTS FOR EXPENDITURE Capital expenditure commitments The Group has no material capital expenditure commitments to acquire property, plant and equipment as at 30 June 2016 (2015: Nil) Operating lease commitments Towards the end of the 2014 financial year, the Company entered into an operating lease agreement for office premises for a period of 5 years, terminating on 31 August 2019. The expenditure commitments with respect to rent payable under the lease agreement are as follows. Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 2016 $ 230,595 400,252 - 630,847 2015 $ 175,190 585,105 - 760,295 8 2 | C I W 2 0 1 6 A N N U A L R E P O R T 30. Key management personnel disclosures (a) Remuneration of Directors and Other Key Management Personnel A summary of the remuneration of Directors and other key management personnel for the current and previous financial year is set out below: Short-term Employee Benefits Post- Employment Benefits Share- Based Payments Termination Benefits Total ($) ($) ($) ($) ($) 725,955 52,138 990,409 16,973 - - - - 778,093 1,007,382 2016 Remuneration of Directors and other key management personnel 2015 Remuneration of Directors and other key management personnel Further information regarding the identity of key management personnel and their compensation can be found in the Audited Remuneration Report contained in the directors’ report on pages 20 to 26 of this annual report. (b) Equity instrument disclosures relating to directors and other key management personnel (i) Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in section C of the remuneration report on pages 22 to 24. (ii) Option holdings There were no options over ordinary shares in the company held during the financial year by each director of Clime Investment Management Limited and other key management personnel of the consolidated entity, including their personally-related entities (iii) Share holdings The numbers of shares in the Company held during the year by each director of Clime Investment Management Limited and other key management personnel of the consolidated entity, including their personally-related entities, are set out below. Directors of Clime Investment Management Limited Ordinary shares Name 2016 Mr. Donald McLay Mr. John Abernethy Mr. Richard Proctor Mr. Neil Schafer Mr. Allyn Chant Balance at the start of the year Received during the year on the exercise of options Other changes during the year Balance at the end of the year Nos. 5,245,000 3,610,000 1,500,000 548,007 883,600 Nos. - - - - - Nos. 996,000 - (50,000) - - Nos. 6,241,000 3,610,000 1,450,000 548,007 883,600 F I N A N C I A L S T A T E M E N T S | 8 3 30. Key management personnel disclosures (Cont.) (b) Equity instrument disclosures relating to directors and other key management personnel (Cont.) Name 2015 Mr. Donald McLay Mr. John Abernethy Mr. Richard Proctor Mr. Neil Schafer Mr. Allyn Chant Mr. Mark Osborn Mr. David Schwartz Balance at the start of the year Received during the year on the exercise of options Other changes during the year Balance at the end of the year Nos. - 3,610,000 1,028,659 548,007 - 388,000 2,615,653 Nos. - - 450,000 - - - - Nos. 5,245,000 - 21,341 - 883,600 (388,000) (2,615,653) Nos. 5,245,000 3,610,000 1,500,000 548,007 883,600 - - (c) Loans to directors and other key management personnel There were no loans to key management personnel in place during the year in accordance with shares issued under the Employee Incentive Scheme (refer note 25(a)). There were no other loans made to directors of Clime Investment Management Limited or the other key management personnel of the consolidated entity, including their personally related entities, at any stage during the financial year. As described in note 25(a), notional non-recourse loans exist in relation to “in substance” options issued under the Employee Incentive Scheme. During the current financial year none of the directors or key management personnel participated in the Employee Incentive Scheme. 31. Related party transactions Balances and transactions between the Company and its controlled entities which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below. All transactions with related entities were made on normal commercial terms and conditions no more favourable than transactions with other parties unless otherwise stated. (a) Parent Entity The parent entity (and ultimate parent entity) within the Group is Clime Investment Management Limited. (b) Subsidiaries Interests in subsidiaries are set out in note 14. 8 4 | C I W 2 0 1 6 A N N U A L R E P O R T 31. Related party transactions (Cont.) (c) Associate Interest in associate are set out in note 13. (d) Key Management Personnel Disclosures relating to key management personnel are set out in note 30. (e) Other related party transactions Clime Capital Limited i. Mr. John Abernethy is a Director in Clime Capital Limited. The Group received $59,000 (2015: $59,000) as fees for the services rendered by Mr. John Abernethy as chairman and Mr. Richard Proctor as Company Secretary to Clime Capital Limited. The Group directly owns 7.47% of the fully paid ordinary shares of Clime Capital Limited as at 30 June 2016. Clime Investment Management Limited through Clime Asset Management Pty Limited (a wholly owned subsidiary) has the indirect power to dispose 7.75% of Clime Capital Limited’s shares held by the Investment Mangers discretionary share portfolio clients as at 30 June 2016. ii. Clime Asset Management Pty Limited during the year received $645,020 (2015: $720,529) as management as remuneration for managing Clime Capital Limited’s investment portfolio. iii. All dividends paid and payable by Clime Capital Limited to its Directors and Director related entities are on the same basis as to other shareholders. Clime International Fund i. Clime Asset Management Pty Limited (a wholly owned subsidiary), during the year received $1,587,859 (2015: $1,792,519) as management, performance and recoverable fees as remuneration for managing the investment portfolios on behalf of Clime International Fund. F I N A N C I A L S T A T E M E N T S | 8 5 32. Parent entity disclosures The following information relates to the parent entity Clime Investment Management Limited. The information presented has been prepared using accounting policies that are consistent with those presented in note 2. (a) Financial Position 2016 $ 2015 $ Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Net Assets Equity Issued capital Profit reserve Accumulated losses Share-based payments Total Equity (b) Financial Performance Profit / (loss) for the year Other comprehensive income Total comprehensive profit / (loss) (c) Assets classified as held for sale The parent entity holds no assets classified as held for sale. (d) Guarantees entered into by the Parent Company 7,050,638 20,172,131 27,222,769 10,508,267 1,284,185 11,792,452 15,430,317 21,860,316 17,482,622 (24,004,434) 91,812 15,430,317 7,729,169 18,046,516 25,775,685 26,837,454 1,441,643 28,279,097 (2,503,412) 21,377,217 - (24,004,434) 123,805 (2,503,412) 24,495,912 58,464 20,554,376 (2,043,076) 16,417 (2,026,659) The parent company provides cash backed guarantees for the operating lease agreement of office premises. During the year these guarantees amounted to $255,486 (2015: $255,486). (e) Commitments for the acquisition of property, plant and equipment by the parent entity The parent entity has a commitment of nil (2015: nil) for the acquisition of property, plant and equipment and $630,847 (2015: $760,295) for the operating lease commitments.  8 6 | D I R E C T O R S ’ D E C L E R A T I O N The Directors declare that: a. b. c. in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with Accounting Standards, and giving a true and fair view of the financial position and performance of the Group; in the director’s opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in Note 2 to the financial statements; d. the directors have been given the declarations required by section 295A of the Corporations Act 2001; and e. the remuneration disclosures contained in the Remuneration Report comply with S300A of the Corporations Act 2001. Signed in accordance with a resolution of the Board of Directors made pursuant to S295(5) of the Corporations Act 2001 on behalf of the Directors by: Donald McLay Chairman Date: 19 September 2016 C I W 2 0 1 6 A N N U A L R E P O R T | 8 7 This page is intentionally left blank8 8 | C I W 2 0 1 6 A N N U A L R E P O R T Independent Auditor’s Report to the Members INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLIME INVESTMENT MANAGEMENT LIMITED ABN 37 067 185 899 Report on the Financial Report We have audited the accompanying financial report of Clime Investment Management Limited and its Controlled Entities (the consolidated entity), which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of Clime Investment Management Limited are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state that, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements that the financial statements comply with International Financial Reporting Standards (IFRS). Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an An audit also includes evaluating the opinion on the effectiveness of the entity’s internal controls. appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An independent New South Wales Partnership. ABN 17 795 780 962. Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle An independent member of Baker Tilly International 88 I N D E P E N D E N T A U D I T O R ’ S R E P O R T | 8 9 Independent Auditor’s Report to the Members INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLIME INVESTMENT MANAGEMENT LIMITED ABN 37 067 185 899 Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Opinion In our opinion: a) the financial report of Clime Investment Management Limited and its Controlled Entities is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2. Report on the Remuneration Report We have audited the Remuneration Report included in pages 20 to 26 of the directors’ report for the year ended 30 June 2016. The directors of Clime Investment Management Limited are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Clime Investment Management Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001. S M WHIDDETT Partner 19 September 2016 PITCHER PARTNERS Sydney 89 9 0 | C I W 2 0 1 6 A N N U A L R E P O R T Shareholder information The shareholder information set out below was applicable as at 8 September 2016. A. Distribution of Equity Securities Analysis of numbers of equity security holders by size of holding: Ordinary Shares Number of holders 1 1,001 5,001 10,001 100,001 - - - - 1,000 5,000 10,000 100,000 and over 30 173 104 274 53 634 B. Equity Security Holders Twenty largest quoted equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Name RBC Investor Services Australia Pty Limited Torres Industries Pty Limited Double Pty Ltd Mr David Schwartz Healthy Wealth Pty Ltd Capital Property Corporation Pty Limited Clodene Pty Ltd Robansheil Pty Limited Allingham Holdings Pty Ltd Fd Management Pty Ltd Ruminator Pty Ltd Di Iulio Homes Pty Limited J P Morgan Nominees Australia Limited Barrob Bondi Pty Ltd Mr Neil Edward Schafer & Mrs Molly Clark Schafer Mr Robert Archer Black Arcelia Pty Ltd Mr Philip Leslie Bish Tampaul Pty Ltd John E Gill Trading Pty Ltd Ordinary Shares No. of Shares Percentage of issued shares 10,293,866 6,241,000 3,610,000 2,612,153 1,450,000 1,241,122 1,214,121 1,130,446 1,053,573 883,600 871,419 850,000 622,358 561,066 548,007 500,000 485,334 420,000 400,000 300,298 20.999 12.731 7.364 5.329 2.958 2.532 2.477 2.306 2.149 1.802 1.778 1.734 1.270 1.145 1.118 1.020 0.990 0.857 0.816 0.613 35,288,363 71.986 S H A R E H O L D E R I N F O R M A T I O N | 9 1 B. Equity Security Holders (Cont.) Ordinary Shares Quoted equity securities issued under Employee Incentive scheme not yet vested No. of Shares Percentage of issued shares Shares issued under the Employee Incentive Scheme to take up ordinary shares 1,375,000 12 C. Substantial Holders Substantial holders in the company are set out below: Ordinary Shares Wilson Management Group Torres Industries Pty Ltd Mr. John Abernethy Mr David Schwartz D. Voting Rights Number held Percentage 10,293,866 6,241,000 3,610,000 2,612,153 20.999 12.731 7.364 5.329 Subject to any restrictions from time to time affecting any class of shares, on a show of hands every member present in person shall have one vote and upon a poll every member present or by proxy or attorney shall have one vote for each share held. Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation. E. Other Information Annual General Meeting The Annual General Meeting of Clime Investment Management Limited is expected to be held on 27 October 2016. Stock Exchange Listing The shares of the Company are listed on the Australian Securities Exchange Limited. Quotation has been granted for all the ordinary shares of the company on all member exchanges of the Australian Securities Exchange Limited. The home exchange is Sydney. On-Market Buyback Scheme As at 23 August 2016 an on-market buy-back scheme existed and continues to be in operation as at the date of this report. Contact Details The names of the Company Secretaries are Mr. Richard Proctor and Mr. Biju Vikraman. The address of the registered office and principal place of business in Australia is: Level 7 1 Market Street Sydney NSW 2000 Telephone: (02) 8917 2100 C I W 2 0 1 6 A N N U A L R E P O R T | 9 2 This page is intentionally left blankClime Investment Management Limited ABN 37 067 185 899 | ACN 067 185 899Level 7, 1 Market Street Sydney NSW 2000 AustraliaPO Box Q1286 Queen Victoria BuildingNSW 1230 Australia+61 2 8917 2100info@clime.com.auwww.clime.com.au+61 2 8917 2155

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