ANNUALREPORT
FIDUCIAN GROUP LIMITED | 2015
ACN 602 423 610
i n t e g r i t y t r u s t e x p e rt i s e
The name Fiducian is derived from the Latin word ‘Fiducia’. Over the years,
persons of high integrity in positions of responsibility and who command
trust and respect for their knowledge and expertise have been spoken of as
exercising their duties in a fiduciary capacity.
The Company logo of a lion symbolises Strength, Character and Security –
characteristics which sit well with the Integrity, Trust and Expertise associated
with the meaning of our name.
It is, therefore, within the ambit of working in a fiduciary manner and with
high transparency, that we have built our services for the benefit of our clients,
members, staff and shareholders. We pride ourselves on having a high level of
integrity and in inspiring a similar level among all our group members.
C O N T E N T S
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R
C O R P O R A T E D I R E C T O R Y
D I R E C T O R S ’ R E P O R T
A U D I T O R ’ S I N D E P E N D E N C E D E C L A R A T I O N
S H A R E H O L D E R I N F O R M A T I O N
F I N A N C I A L R E P O R T
C O N S O L I D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
C O N S O L I D A T E D S T A T E M E N T O F F I N A N C I A L P O S I T I O N
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
C O N S O L I D A T E D S T A T E M E N T O F C A S H F L O W S
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
D I R E C T O R S ’ D E C L A R A T I O N
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 T O T H E M E M B E R S
2
9
1 0
2 2
2 3
2 6
2 7
2 8
2 9
3 0
3 1
7 0
7 1
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1
JOINT
REPORT
OF THE
CHAIRMAN
AND THE
MANAGING
DIRECTOR
Dear Shareholder,
On behalf of the directors, we jointly report on the consolidated operating
performance of Fiducian Group Limited and its controlled operating entities for
the year ended 30 June 2015.
P A G E 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
FINANCIAL INFORMATION
Results for 2014-2015
The Fiducian Group result demonstrates positive momentum in operational activity and application of the Board’s strategy
to grow earnings.
During the year Underlying Earnings Before Interest, Tax, Depreciation and Amortisation and Restructure Costs (Underlying
EBITDA) increased by 19% to $8.07 million. Underlying Net Profit After Tax (UNPAT) is $5.75 million, an increase of 28%
over the 2014 UNPAT. This represents an Underlying earnings per share of 19 cents as reported in the Financial Highlights
below. Underlying NPAT does not include amortisation or one-off restructure costs and therefore gives a clearer picture of
the Group’s cash-generating ability going forward.
Once deductions are made for one-off costs and non-cash items such as depreciation and amortisation, the Consolidated
Reportable Profit after income tax for the 2015 financial year is $4.62 million which still represents an increase of 16% in
comparison to $3.98 million for the previous year. On this basis, the EBITDA was $7.45 million compared with $6.76 million
for the same period last year – an increase of 10%.
In summary, all operational divisions contributed positively to the result. The Corporate Restructure was completed by end
February after a difficult and time-consuming exercise carried out to satisfy regulatory changes and recent superannuation
legislation. The Board believes that it had complied with its obligations and managed potential or actual conflicts
successfully since inception of the Company; however, the Restructure brings Fiducian Group into the sphere of “best
practice”. After the Restructure, the group now operates with the following model:
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R C O N T I N U E D
A number of new senior appointments have been made to support our corporate changes. A new Trustee Board has
been established for Fiducian Superannuation Service (FSS), our public offer superannuation wrap fund with a majority of
independent directors. In addition a Chief Risk Officer, General Manager Superannuation and 11 new financial planners
and 11 support staff have been appointed to handle acquired financial planning businesses and expansion of the financial
planner network. As a consequence, cash operating expenses have increased by 16.7% in 2015 (2014 decreased by 6.9%).
The Board is comfortable with the increased staff numbers which should further add to the Group’s growth initiatives.
Fiducian follows a policy of training, building and retaining quality staff in good and poor economic times, so they can
participate in the future expansion of the business and more importantly at this juncture, bring to bear their expertise which
has been gained through years of loyal service.
Our diversity policy encourages persons of different sexes, ethnic backgrounds, ages and skills to participate and receive
recognition, reward and management responsibility commensurate with their performance. Some senior management
positions changed during the year which allowed for a refreshing of some positions. Employees are from over 19 different
countries of origin, 26.0% are over 55 years of age and 43.8% are female with 31% in senior roles.
CAPITAL MANAGEMENT
A key feature of the Company is that it currently remains debt-free and exhibits a positive working capital and cash flow
position.
Final Dividend
The Board remains prudent, but is confident that the future of the business is positive and likely to continue to strengthen.
As a result, a fully franked final dividend of 5.5 cents per share has been declared which will bring the total fully franked
dividend declared for the 2015 financial year to 10 cents, an increase of 10% (2014: 9.1 cents). The final dividend will be
paid on 24 September 2015 on issued shares held on 10 September 2015.
Acquisitions
Subsequent to the year-end, we added to our existing salaried operations in Sydney by acquiring two financial planning
client bases with around $145 million under advice. The financial planners are now operating under Fiducian licence and
contributions to revenue have begun from July this year. As acquisitions continue to assimilate into our processes, they
should deliver increased revenue and demonstrate our disciplined approach to balancing growth and returns. Our funds
under advice now stand at around $1.71 billion. The two acquisitions above were partly acquired through the issue of
shares to the value of $612,000 to the vendors. The number of shares to be issued will be calculated at dates set in the
respective contracts at the weighted volume market price of trades executed in the 30 days before issue date.
P A G E 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R C O N T I N U E D
On Market Buy-Back
Over the year, Fiducian bought 14,500 shares on market (2014: 774,532) for a total consideration, including brokerage, of
$0.03 million (2014: $0.91 million) at an average price per share of $1.82 (2014: $1.17). There are 30.883 million shares
on issue at year end (2014: 30.758 million).
Cash Flow
Net operating cash flows of $6.51 million were achieved (2014: $5.86 million) – an increase of 11.1%. After adjusting
for investing activities ($2.5 million) and financing activities ($2.8 million), net cash increased by $1.18 million (2014:
increase $1.75 million). Cash at year-end was $12.4 million (2014: $11.2 million). An amount of $5.1 million is required for
regulatory purposes. Business acquisitions should assist our future revenue and earning capacity.
Staff and Managing Director Options
In accordance with the terms and conditions of the approved Employee and Director Share Option Plan, no options will be
issued to employees or the Managing Director in accordance with their contracts of employment.
FINANCIAL PLANNING
During the year Funds under Advice grew from $1.37 billion to $1.71 billion as financial planner numbers, net inflow
and financial markets lifted. Fiducian expects the highest level of compliance and client service from its financial planning
network. Even though the generation of higher inflows is important, our commitment is to quality. As such, our extensive
internal training programs, that differentiate our financial planners from the marketplace and enable them to deliver
superior quality advice, continue. As a consequence and despite financial market volatility, client retention remains high.
As was the case through the year, our focus will remain at generating inflows through organic growth and inorganic
growth, implying further acquisitions of financial planning client bases that satisfy our strict quality criteria.
Salaried Offices
Company owned offices with salaried financial planners are based in New South Wales, Victoria, Western Australia,
Queensland and Tasmania and continue to contribute to overall results. Salaried offices now comprise over 52.6% of funds
under advice. Acquisitions made have assimilated well into our existing presence in Tasmania and Sydney and should add to
our results.
Franchised Offices
Franchised offices now comprise around 47.4% of our funds under administration. Another five franchisees were
added during the financial year resulting in a total of 35 franchised financial planners nationally which we continue to
assist through practice development. In addition, referral arrangements continue to be initiated with accountants, who
themselves have shown an interest in holistic financial planning given regulation changes to Self-Managed Super Funds.
As such, an additional 5 accountants have joined our ‘Associate’ franchise program which can also convert them to a full
operating franchise when educational requirements are completed.
BUSINESS SERVICES
Fiducian Business Services (FBS) is our subsidiary established to provide support to accountants for bookkeeping, accounts
preparation and self-managed superannuation fund administration. It now has two accounting practices which operate
as Fiducian Accountants & Business Advisers (FABA) in New South Wales and Queensland. Cross-referrals of our financial
planning clients needing accounting help and our accounting clients needing financial planning help further supports
Fiducian’s value proposition of service to all our clients. Our Self-Managed Superannuation Fund administration facility has
been showing steady growth in the number of funds administered and additional staff have been appointed to maintain
service quality.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R C O N T I N U E D
PLATFORM ADMINISTRATION
Platform Administration offers portfolio wrap administration for superannuation and investment services to financial planners. The
hallmark of the Fiducian administration offering is quality in terms of daily processing, accuracy and customer service.
Funds Under Administration
Funds under administration increased in total by 13.6 % to $1.17 billion (2014: $1.03 billion). Net Inflow continued to be positive
from our aligned financial planners, both salaried and franchised.
Independent Financial Planners (IFAs)
Funds under administration for IFAs are around 7.0% of total funds under administration. Some IFAs have sold their
businesses to other Dealer Groups, which generally have their own recommended product lists and platform arrangements
which can result in funds being withdrawn from Fiducian. The bulk of our withdrawals are from IFAs, but we believe
that the rate of IFA withdrawals has slowed as many of their clients have been with Fiducian for a long time. Efforts are
underway to build new relationships and net inflow from non-aligned financial planner groups. Our full service offer,
supported by last year’s product restructure, could allow a non-aligned small dealer with a Fiducian relationship to become
competitive against large-scale financial planning dealer groups.
Corporate Superannuation
As advised last year, corporate superannuation and MySuper do not encourage personalised financial planning advice and
therefore the fund has been closed. Those members who wished to stay with Fiducian were transferred to the Fiducian
Superannuation Service.
INVESTMENT MANAGEMENT
Fiducian is a multi-asset, multi-style investment manager. We design Funds that seek to deliver above-average returns over
the short- to medium-term and deliver superior returns, compared with their peers, over the longer term.
Blending of underlying portfolios within asset sectors and tilts towards different managers’ styles, depending on the
economic cycle, also has the potential to reduce volatility. The investment team and investment committee remain
confident that the Fiducian philosophy of liquidity and transparency will also benefit investors.
In investment performance surveys to 30 June, our diversified funds remain regularly in the top quartile or top of the
second quartile over multiple time periods, which is what our investment process is designed to deliver. There were some
notable performances over the last year for our flagship diversified funds. The Growth and Balanced Funds were ranked
3rd and 8th out of 188 funds, the Capital Stable Fund was ranked 5th out of 117 funds and the Ultra Growth Fund was
ranked 2nd out of 113 funds. Returns from Fiducian specialist funds – the Fiducian India Fund at 41%, and Fiducian
Technology Fund at 41.2% – were also pleasing.
INFORMATION TECHNOLOGY
Fiducian Information Technology division has been busy with enhancements and delivering straight-through processing
functionality to FasTrack, our administration system which provides greater control, efficiency and substantial cost savings
and as well, opens up new business opportunities. These improvements are now in place and provide greater integration
with our on line reporting tools and financial planning software FORCe which is licensed to our aligned financial planning
groups. Further improvements towards electronic application and processing are currently being considered.
P A G E 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R C O N T I N U E D
HUMAN RESOURCES
Management and Staff
A number of staff changes occurred during the year, some through retirement and some through a career change. Key
persons have been replaced by equally competent and energetic managers. Staff numbers have grown as advised above
so has the management team on whom we place a great deal of reliance. Effective reporting processes are in place for all
subsidiaries which enhance Group Board oversight of business activity. Key performance indicators have been identified for
management in each area of the business which are used to monitor performance at least on a quarterly basis.
Planners Council, IT and Platform User Groups
The Planners Council is drawn from our supporting financial planners and has again made a significant contribution to the
Company during the past year. It continues to fulfil its role as a sounding board for the Company’s management and Boards
and is a valuable resource and forum to allow financial planners to alert the Company to issues that may need consideration.
The IT User Group and the Platform User Group again deserve commendation for their contributions to the developments and
enhancements to our financial planning software (FORCe), on-line reporting tool (Fiducian OnLine) and platform administration
system (FasTrack).
Board of Directors
The Board of directors is working constructively to evaluate and support management’s recommendations for the Company.
The Business Plan for the year ahead has adopted key measures for performance to lift profits including by acquisitions. Future
performance can also be influenced by continuing strength in financial markets and decisive political leadership. Management
remains committed to achieving the goals and objectives set down in these plans.
CURRENT ECONOMIC AND MARKET
ENVIRONMENT
Our economic analysis indicates that although there was some slowing of global activity early in calendar 2015 the general
economic activity seems to be gradually improving. Widespread implementation of expansionary monetary stimulus has
also dispelled the threat of deflation. Interest rates remain at record lows and sharp declines in the price of oil, in particular,
could support domestic expenditure in developed economies. In Australia, the Federal Budget lifted business confidence
with its tax support to small business. Unfortunately elevated corporate tax rates, a high minimum wage rate and rising
electricity prices are holding back the economy. Nevertheless, we feel that the US should strengthen in 2016 and support
world growth. China and India should continue to grow along with Japan and also Europe is showing some recovery.
On the other hand, share markets now appear more fully valued than in recent times and some declines have occurred
already while the spectre of an interest rate rise in the US remains. Interest rates remain low and even though some
developed nations offer negative yields to investors in fixed-interest securities, the mountain of cash continues to build.
This environment sets the scene for potentially some renewed confidence in global economic activity and it could only be a
matter of time before some of the cash on the sidelines returns to invest in the share markets.
As always, we recommend that investors should consult a Fiducian financial planner to develop a diversified investment
strategy that could help them achieve their financial goals.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 7
J O I N T R E P O R T O F T H E C H A I R M A N
A N D T H E M A N A G I N G D I R E C T O R C O N T I N U E D
OUTLOOK
The Board expects profit growth to continue steadily in the coming year as management focuses on realising the full
potential of financial planning, platform administration, investment management, information technology and business/
accounting services. The foundations of our business pillars are solid and growth strategies are in place by building scale on
existing capacity and leveraging its relatively fixed cost base.
The revenue from recent business acquisitions has started to be received and should benefit the bottom line in this financial
year. Additionally synergy benefits from these businesses are expected.
Expenditure controls and profits remain a priority. The Board intends to build scale quicker and a range of funding means
may be explored to achieve acquisition momentum and deliver consistent double-digit earnings growth in coming years.
We would like to thank all participants for their individual contributions to the growth and success of Fiducian in what has
been an eventful yet successful year with many accompanying changes in legislation.
Robert Bucknell
Chairman
Indy Singh
Managing Director
27 August 2015 27 August 2015
P A G E 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
C O R P O R A T E D I R E C T O R Y
DIRECTORS
SHA RE REGI ST ER
Computershare Investor Services Pty Limited
Level 4
60 Carrington Street
Sydney NSW 2000
A UDIT OR
PricewaterhouseCoopers
Chartered Accountants
Darling Park Tower 2
201 Sussex Street
Sydney NSW 2000
B AN KERS
Westpac Banking Corporation
341 George Street
Sydney NSW 2000
ANZ Banking Group
388 Collins Street
Melbourne VIC 3000
STOC K EXC HA NGE LIST ING
Fiducian Group Limited (ASX:FID) shares
are listed on the Australian Securities Exchange.
WEB SIT E ADDRE SS
www.fiducian.com.au
R Bucknell FCA
Chairman
I Singh CFP, BTech, MComm (Bus), ASIA, ASFA, Dip. FP
Managing Director
F Khouri B Bus, FCPA, FTIA
C Stone B Comm, LLB, LLM, CA, ACIS
SECRETARY
I Singh CFP, BTech, MComm (Bus), ASIA, ASFA, Dip. FP
NOTICE OF ANNUAL
GEN ERAL MEE T I NG
The annual general meeting of
Fiducian Group Limited
Will be held at Level 4, 1 York Street, Sydney
Time
Date
10:00am
Thursday 22 October 2015
PRI NCIPAL R E GI ST E R E D
OFFI CE IN AU ST RALI A
Level 4
1 York Street
Sydney NSW 2000
(02) 8298 4600
WHOLLY OW NE D
OPERATING EN T I TI E S
Fiducian Financial Services Pty Limited
Fiducian Business Services Pty Limited
Fiducian Portfolio Services Limited
Fiducian Services Pty Limited
Fiducian Investment Management Services Limited
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 9
D I R E C T O R S ’ R E P O R T
Your directors present their report on the Fiducian Group Limited (“the Company“) and its wholly owned operating
entities (referred to hereafter as the Group ) for the year ended 30 June 2015. The Group was formed on 1 March 2015
following the restructure of Fiducian Portfolio Services Limited (“FPSL”) and all its existing activities, with the exception of
the Registrable Superannuation Entity licence (“RSE”), have been transitioned to various entities within the new Group.
Other than the incorporation of a new parent company for the Group there has been no change to the consolidated group
reporting entity and therefore the comparatives presented throughout this report are those of the consolidated group when
FPSL was the parent entity of the Group.
Directors
The following persons were directors of Fiducian Group Limited from 1 March 2015 up to the date of this report. Before that
all of the following people were directors of the previous parent, FPSL, from the start of the financial year until 1 March 2015.
R Bucknell
I Singh
F Khouri
C Stone
Principal activities
During the year the principal continuing activities of the Group consisted of:-
a) Operating an Investor Directed Portfolio Service and Managed Discretionary Account service through Fiducian Investment
Service
(b) Acting as the Trustee of Fiducian Superannuation Service through its wholly owned subsidiary, Fiducian Portfolio Services
Limited
(c) Acting as the Responsible Entity of Fiducian Funds through its wholly owned subsidiary Fiducian Investment
Management Services Limited
(d) Providing specialist financial planning services through its wholly owned operating subsidiary, Fiducian Financial Services Pty
Limited
(e) Providing accountancy resource services through its wholly owned operating subsidiary, Fiducian Business Services Pty
Limited
(f) Providing administration and professional services to the Group through its wholly owned subsidiary, Fiducian Services Pty
Limited.
Dividends – Fiducian Group Limited
Dividends paid to members during the financial year by FPSL while it was the parent entity of the Fiducian Group were as
follows:
Final ordinary fully franked dividend for the year ended 30 June 2014 of 5.00 cents
(2013: Fully franked 3.60 cents) per share paid on 19 September 2014 .
Interim ordinary fully franked dividend for the year ended 30 June 2015 of 4.50 cents
(2014: Fully franked 4.10 cents) per share paid on 26 March 2015.
Total dividends in respect of the year
2015
$’000
2014
$’000
1,538
1,131
1,390
2,928
1,265
2,396
In addition to the above, since the end of the financial year, the directors of the current parent entity, Fiducian Group
Limited have declared a payment of a final fully franked dividend for the year ended 30 June 2015 of 5.50 cents per
ordinary share held at 10 September 2015 and payable on 24 September 2015.
P A G E 1 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
Review of operations
A summary of consolidated revenues and results by significant industry segments is set out below:-
SEGMENT REVENUES
SEGMENT RESULTS
2015
$’000
2014
$’000
2015
$’000
2014
$’000
4,022
Platform
Financial planning
2,065
Business services 1,142 1,114 (81) (12)
-
Fund Management
-
Administration
-
Intersegment sales
2,011
3,571
(7,615)
-
-
(7,217)
1,280
1,296
-
15,673
11,470
18,584
10,392
2,576
1,522
Profit from ordinary activities before income tax expense
Income tax expense
Net profit attributable to members of Fiducian Group Limited
6,593
(1,971)
6,075
(2,092)
4,622
3,983
26,253
22,873
Comments on operations and results
Comments on the operations, business strategies, prospects and financial position are contained in the Joint Report of the
Chairman and Managing Director.
Shareholder returns
The valuation of investment funds has improved substantially during the year and favourably impacted the management
fees received by the Fiducian Group, as more fully detailed in the Joint Report of the Chairman and Managing Director. This
has enabled Fiducian to increase profit for the second half of the year and declare a dividend distribution of 5.50 cents per
share, bringing the full year dividend to 10 cents per share.
Significant changes in the state of affairs
On 1 March 2015, the Fiducian Group restructured into a non-operating holding company structure following receipt of
the requisite approvals from the shareholders and the Federal Court of Australia. This restructure resulted in Fiducian Group
Limited being established as the non-operating parent for the Fiducian Group. As a consequence of the restructure the
activities of Fiducian Portfolio Services Limited, with the exception of the Registrable Superannuation Entity licence, were
transitioned across to various entities within the Group to align the businesses along legal and operating entity lines.
Following on from the restructure the Group adopted tax consolidation and GST grouping to ease the burden of its
taxation obligations.
Other than these, there were no significant changes in the state of affairs of the Group.
Matters subsequent to the end of the financial year
Subsequent to the end of the financial year a subsidiary of the Group has acquired two portfolios of financial planning
clients with the transition to Fiducian commencing from 1 July 2015 and 1 August 2015 respectively. Under the terms of
the contracts of acquisition the Group will finance the acquisitions through a combination of cash payments and issue
of shares over the payment period. Accordingly the Group has issued 133,552 fully paid ordinary shares at $1.83 on 14
August 2015 towards payment of the first instalment of one of the above mentioned acquisitions. Further shares will be
issued during the year in accordance with the terms of each contract.
The Group has also commenced proceedings with ASIC to deregister its two dormant subsidiaries, details of which are
provided in Note 12 of these financial statements.
To the date of this report, the Group has not bought back any shares off the market (2014: Nil)
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1 1
D I R E C T O R S ’ R E P O R T C O N T I N U E D
Other than this there has not arisen in the interval between the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature likely in the opinion of the directors of the Group, to affect
significantly the operations of the group, the results of those operations or the state of affairs of the Group in subsequent
years.
Likely developments and expected results of operations
The Chairman and Managing Director have commented on expected results of operations in their Joint Report. Other
than this, the directors have excluded further information on likely developments in the operations of the Group and the
expected results of those operations in future financial years, since, in the opinion of the directors, it would prejudice the
interests of the Group if this information was included.
Environmental regulation
The Group is not subject to significant environmental regulations under a Commonwealth, State or Territory law.
Employee Diversity
Fiducian is proud to be an equal opportunity employer. It endorses diversity and currently has a number of employees who
bring different skill-sets from their country of origin. We recognise that diversity includes, but is not limited to gender, age,
ethnicity and cultural backgrounds. Our diversity policy encourages persons of different sexes, ethnic backgrounds, ages
and skills to participate and receive recognition, reward and authority commensurate with their performance. Employees
are comprised of staff from over 19 countries of origin, 26 % over 55 years, and 44 % female with 31 % in senior roles.
KEY MANAG E ME NT PE R SONNEL DIS C LO SUR ES
(a) Directors
The following persons were directors of Fiducian Group Limited during the financial year:
Chairman (non-executive)
R Bucknell
Executive director
Non-executive directors
I Singh – Managing Director
F Khouri
C Stone
(b) Information on directors
R Bucknell FCA. Chairman – non executive.
Experience and expertise
Chairman since inception in 1996. Extensive experience in accounting and business management over the past 50 years as
a Chartered Accountant.
Other current directorships
None
Former directorships in the last 3 years
None
Special responsibilities
Chairman of the Group, member of the Remuneration, Internal Compliance Committees and Board Audit Committee.
Member of the Publications Committee.
Interest in shares and options
800,000 ordinary shares in Fiducian Group Limited.
P A G E 1 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
I Singh CFP, BTech, MComm (Bus), ASIA, ASFA, Dip. FP. Managing Director.
Experience and expertise
Founder and Managing Director since inception in 1996. General Management and hands-on experience in the investment
of savings and superannuation funds over the past 26 years.
Other current directorships
None
Former directorships in the last 3 years
None
Special responsibilities
Managing Director, member of Investment and Publications Committees.
Interest in shares and options
10,373,764 ordinary shares in Fiducian Group Limited.
100,000 options for ordinary shares in Fiducian Group Limited
F Khouri B Bus, FCPA, FTIA Independent non-executive director.
Experience and expertise
Appointed to the Board 6 July 2007. Public accountant, registered company auditor, financial planner and business adviser
since 1976 to small-and medium-enterprises, currently as a partner in the firm HG Khouri & Associates.
Other current directorships
Director of Fiducian Portfolio Services Limited, the trustee company for the Fiducian Superannuation Service.
Former directorships in the last 3 years
None
Special responsibilities
Member of the Trustee Board, member of the Audit Risk and Compliance Committees for both Corporate and Super, and
member of Group and Trustee Remuneration Committees.
Interest in shares and options
251,373 ordinary shares in Fiducian Group Limited.
C Stone B Comm/LLB, LLM, CA, ACIS Independent non-executive director.
Experience and expertise
Appointed to the Board 3 March 2010. Practicing lawyer, holding senior legal and/or legal compliance roles in local and
global financial services organisations, with 25 years experience. Currently Head of Compliance of State Street Australia
Limited, and has 10 years experience as a Chartered Accountant in taxation and superannuation matters.
Other current directorships
None
Former directorships in the last 3 years
None
Special responsibilities
Chairman of the Publications Committee, and member of the Group Remuneration Committee, and the Group Audit Risk
and Compliance Committee.
Interest in shares and options
33,700 ordinary shares in Fiducian Group Limited.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1 3
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME NT PE R SONNEL D IS CL OSURES C O NT IN UED
(c) Company secretary
The company secretary is Mr I Singh CFP, M Comm. (Bus), ASIA, ASFA, Dip. FP. Mr Singh has been the company secretary
since inception in 1996, and is supported by legal counsel employed by Fiducian.
(d) Meeting 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 2015, and the numbers of meetings attended by each director were:-
FULL MEETINGS OF DIRECTORS
Corporate
Trustee*
A
9
9
9
9
B
9
9
9
9
A
8
8
8
8
B
8
8
8
8
R Bucknell
I Singh
F Khouri
C Stone
MEETING OF COMMITTEES
External Compliance & Risk
Committee
Publi-
cations
Financial
Services
Super
A
2
2
**
2
B
2
2
**
2
A
**
2
**
2
B
**
2
**
2
A
**
**
**
2
B
**
**
**
2
Invest-
ment
A
B
**
**
8
**
**
8
**
**
Remun-
ration
A
1
B
1
**
**
1
1
1
1
Audit
Risk &
Compliance
A
5
B
5
**
**
5
5
5
5
A = Number of meetings attended.
B = Number of meetings held during the time the director held office or was a member of the committee during the year.
* = Meetings of the Board in its capacity as Trustee of the Fiducian Superannuation Service to 1 March 2015.
** = Not a member of the relevant committee at the time of meeting.
(e) Other key management personnel
Mr I Singh as Managing Director of Fiducian Group Limited, had authority and responsibility for planning, directing and
controlling the activities of the Group, directly or indirectly, during the financial year ended 30 June 2015. This authority
and responsibility is unchanged from the previous year.
(f) Remuneration report
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and the amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
E Additional information
The information provided under headings A – E includes remuneration disclosures that are required under Australian
Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the Directors’
report and have been audited.
A – Principles used to determine the nature and the amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and
the creation of value for shareholders, and conforms with market practice for delivery of reward. The Board seeks to ensure
that executive reward satisfies the following key criteria for good reward governance practices:
• competitiveness and reasonableness
• acceptability to shareholders
• performance linkage/alignment of executive compensation
• transparency
• capital management.
P A G E 1 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME NT PE R SONNEL D IS CL OSURES C O NT IN UED
A – Principles used to determine the nature and the amount of remuneration (continued)
(a) Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the
directors. Non-executive directors’ fees and payments are reviewed annually by the Board. Non-executive directors are
no longer entitled to options under the Employee and Director Share Option Plan.
Directors’ fees
The current base remuneration was last reviewed in June 2014. The Chairman and other external directors are paid
a fixed fee plus a fee based on time spent on committees and any other fee for additional time spent on matters
as approved by the Board. Directors with earnings derived from business placed with the Group may also receive
remuneration as financial planners. The Chairman’s fixed fee is higher than other non-executive directors based on
comparative roles, time and fees in the external market.
Non-executive directors’ fees for the Company are determined within an aggregate directors’ fee pool limit, which is
periodically recommended for approval by shareholders. The maximum pool currently stands at $350,000 per annum
and was approved by shareholders at the Annual General Meeting on 24 October 2007. No increase is being sought at
the next Annual General Meeting.
Retirement allowances for directors
There are no retirement allowances for non-executive directors other than superannuation accumulation arising from
any contributions made for them.
(b) Executive Director
Remuneration and other terms of employment for the Managing Director are formalised in a service agreement. The
Managing Director’s agreement provides for the provision of performance based cash bonuses and, where eligible,
participation in the Employee and Director Share Option Plan. Other major provisions of the agreement are set out
below:
I Singh, Managing Director
• Term of agreement – until 30 June 2019
• Base salary, inclusive of superannuation and salary sacrifice benefits.
• Death and TPD/Trauma cover.
• Short-term performance incentives.
• Long-term incentives through the Fiducian Portfolio Services Limited Employee and Director Share Option Plan,
and
• Retirement benefits.
The combination of these comprises the executive’s total remuneration package.
An external remuneration consultant advises the Remuneration Committee, at least every 3 years, to ensure that the
Group has structured an executive remuneration package that is market-competitive and complimentary to the reward
strategy of the organisation. Their most recent review was in June 2015.
Base salary
Mr Singh receives a base pay that comprises the fixed component of pay and the potential for rewards, which
reflects the market value for his role. The base salary is reviewed annually by the Remuneration Committee at the
commencement of each financial year.
There are no guaranteed base pay increases fixed in the executive’s contract.
Benefits
Executive benefits include death cover of $1 million and TPD/Trauma insurance cover of $0.2 million.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME N T PE R SON NEL D IS CL OSURES C O NT IN UED
A – Principles used to determine the nature and the amount of remuneration (continued)
Short-term incentives
Mr Singh is entitled to a discretionary cash performance bonus of up to 20% of his total package as assessed by the
Remuneration Committee against performance indicators and objectives set by the Board. It is limited to being met
within the budget or out of over-budget financial performance. As in previous years Mr Singh has declined to accept
the entitlement that was due for the financial year.
Long-term incentives
Mr Singh is entitled to a discretionary performance bonus of up to 100,000 options per year determined as at 30 June
each year, based on the following measures:
•
•
the Company’s pre-tax profit OR
the 30-day average for June market value for ordinary shares in the Company increasing by at least 15% over
the previous year.
The options are issued under the Company’s ESOP at the rate of 5,000 options for each 1% increase in annual profit in
excess of 15% or 5000 options for each 1% increase in the 30 day average for June market value for ordinary shares in
the Company whichever is higher and only after approval by shareholders in the Company.
Retirement benefits
Retirement benefits are delivered under the Fiducian Superannuation Service. This fund provides accumulation benefits
based on the SGC contributions by the specified executive, on commercial terms and conditions. Other retirement
benefits may be provided directly by the Group only if approved by the shareholders. Payment of a termination
benefit on early termination by the Managing Director or by mutual consent is equal to 6 months of the gross annual
remuneration.
B – Details of remuneration
The key management personnel of the Group were the following executive and non-executive directors during the year:
• R Bucknell – Chairman
• I Singh – Managing Director & Company Secretary
• F Khouri – Non-executive Director
• C Stone – Non-executive Director
Amounts of remuneration
Details of the remuneration of the key management personnel are set out in the following table :-
P A G E 1 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME NT PE R SONNEL D IS CL OSURES C O NT IN UED
B – Details of remuneration (continued)
Key management personnel of Fiducian Group Limited and the Group
2015
NAME
SHORT-TERM EMPLOYEE BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENT
CASH SALARY
AND FEES (a)
CASH
BONUS
NON-MONETARY
BENEFITS
SUPER-
ANNUATION
RETIREMENT
BENEFITS
OPTIONS
TOTAL
Non-executive
directors
R Bucknell1,2
(Chairman)
F Khouri3,4
C Stone4
Executive director
I Singh5
Totals
$
123,000
80,539
76,031
450,217
729,787
$
-
-
-
-
-
$
$
$
$
$
-
-
-
-
7,651
8,132
14,670
14,670
18,784
34,567
-
-
-
-
-
-
123,000
-
-
-
-
88,190
84,163
483,671
779,024
(1) Excludes GST if paid to another firm.
(2) Including amounts paid to the director’s company only in respect to director’s duties.
(3) This excludes fees of $ 211,179 for financial planning services paid to companies in which Mr Khouri has an interest
in his capacity as a financial planner.
(4) Non-executive directors’ fees have increased due to the ongoing implementation of the new APRA prudential standards
together with time costs related to the restructure of the Group during the current year.
(5) Mr I Singh is not entitled to any options in respect of the year ended 30 June 2015.
2014
NAME
SHORT-TERM EMPLOYEE BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-BASED
PAYMENT
CASH SALARY
AND FEES (a)
CASH
BONUS
NON-MONETARY
BENEFITS
SUPER-
ANNUATION
RETIREMENT
BENEFITS
OPTIONS
TOTAL
Non-executive
directors1
R Bucknell2,3
(Chairman)
F Khouri4
C Stone
Executive director
I Singh5
Totals
$
164,850
61,760
68,822
449,667
745,099
$
-
-
-
-
-
$
$
$
$
$
-
-
-
-
4,966
8,002
15,318
15,318
17,775
30,743
-
-
-
-
-
-
164,850
-
-
66,726
76,824
18,981
18,981
501,741
810,141
(1) Non-executive directors fees have increased during the current year due to new APRA prudential standards and
other requirements introduced from 1 July 2013.
(2) Excludes GST if paid to another firm.
(3) Including amounts paid to the director’s company only in respect to director’s duties.
(4) This excludes fees of $209,142 for financial planning services paid to companies in which Mr Khouri has an interest
in his capacity as a financial planner.
(5) Subject to shareholder approval 100,000 options will be issued to Mr I Singh in respect of 2014 financial year.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1 7
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME N T PE R SON NEL D IS CL OSURES C O NT IN UED
C – Service Agreements and Induction Process
The service agreement of the Executive Director is detailed in paragraph A(b) earlier. There are no service agreements
with non-executive directors or employees.
In preparation for appointment to the Board, all non-executive directors undergo an induction program and receive an
induction pack of documents necessary for them to understand Fiducian’s charters, policies, procedures, culture and
ethical values to enable new directors to carry out their duties in an effective and efficient manner.
D – Share-based compensation
(i) Option compensation and holdings
Options over shares in Fiducian Group Limited are granted under the Employee and Director Share Option Plan, which
was approved by shareholders on 28 July 2000. The Plan is described under Note 26.
The numbers of options for ordinary shares in the Company held directly by directors of Fiducian Group Limited and
details of options for ordinary shares in the Company provided as remuneration to the key management personnel of
the Group, are set out below:-
2015
NAME
BALANCE AT
THE START OF
THE YEAR
GRANTED DURING
THE YEAR AS
REMUNERATION1
EXERCISED
LAPSED DURING
THE YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh
140,000
140,000
100,000
-
100,000
-
1 Options granted during the year are in respect of the entitlement relating to the year ended 30 June 2014.
2014
NAME
BALANCE AT
THE START OF
THE YEAR
GRANTED DURING
THE YEAR AS
REMUNERATION
EXERCISED
LAPSED DURING
THE YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh
55,000
-
100,000
(15,000)
140,000
40,000
Note: The assessed fair value at grant date of options granted to the individuals is detailed in Note 26.
P A G E 1 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
KEY MANAG EME N T PE R SON NEL D IS CL OSURES C O NT IN UED
D – Share-based compensation (continued)
(ii) Share holdings
The numbers of shares in the Company held by current directors of Fiducian Group Limited, including their
personally related and associated entities, are set out below. No shares were granted during the period as
compensation.
2015
NAME
I Singh
R Bucknell
F Khouri
C Stone
2014
NAME
I Singh
R Bucknell
F Khouri
C Stone
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
10,162,512
140,000
71,252
10,373,764
800,000
251,373
23,700
-
-
-
-
-
10,000
800,000
251,373
33,700
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
10,113,012
900,000
226,373
20,000
-
-
-
-
49,500
(100,000)
25,000
3,700
10,162,512
800,000
251,373
23,700
Shares provided on exercise of options
140,000 ordinary shares in the Company were provided as a result of the exercise of remuneration options to a director
of Fiducian Group Limited during the period (2014: Nil). No amounts are unpaid on any shares issued on the exercise of
options.
E – Additional information
Principles used to determine the nature and amount of remuneration: relationship between remuneration and
company performance
The overall level of executive reward takes into account the performance of the Group over a number of years, with
greater emphasis given to the current and prior year. For the current year ended 30 June 2015 there has been a small
increase in base salary of the Managing Director. Cash bonuses and entitlements have not been granted or paid in the
past 5 financial years and the grant of options entitlements have been only in accordance with the incentive programs.
The Managing Director is not entitled to any options in respect of the current year ended 30 June 2015 (2014: 100,000
options).
Directors’ superannuation
Directors have superannuation monies invested in Fiducian Superannuation Service. These monies are invested subject to the
normal terms and conditions applying to this superannuation fund.
Loans to directors
No loans were made to directors during the financial year (2014: Nil).
Other transactions with key management personnel
A director, Mr R E Bucknell, is a director of Hunter Place Services Pty Ltd, a company which provides his services as a director
to the Company.
A director, Mr F Khouri, is an authorised representative under the Fiducian Financial Services Pty Ltd Australian Financial
Services Licence and is a director and shareholder of Hawkesbury Financial Services Pty Ltd, which is a franchisee of Fiducian
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 1 9
D I R E C T O R S ’ R E P O R T C O N T I N U E D
Financial Services Pty Ltd. Hawkesbury Financial Services Pty Ltd places business with and receives remuneration from the
company for financial planning services. All transactions are on normal commercial terms and conditions.
Aggregate amounts of each of the above types of other transactions with directors of Fiducian Group Limited :
Amounts recognised as an expense
Directors’ fees and committee fees
Financial planning remuneration paid and payable
CONSOLIDATED
2015
$
2014
$
295,353
211,179
506,532
308,400
209,142
517,542
Shares under option
No option holder has any right under the options to participate in any other share issue of the Company or any other entity
until after the exercise of the option.
Shares issued on the exercise of options
The details of ordinary shares of Fiducian Group Limited issued during the year in respect of 2015 and 2014 years on the
exercise of options granted under the Fiducian Group Limited Employee & Director Share Option Plan and the Adviser Share
Option Plan are disclosed under Note 26 to the Financial Report.
Indemnification and insurance of officers
The Constitution of Fiducian Group Limited provides the following indemnification of officers:-
(a) to indemnify officers of the Company and related bodies corporate to the maximum extent permitted by law.
(b) to allow the Company to pay a premium for a contract insuring directors, the secretary and executive officers of
Fiducian Group Limited and its related bodies corporate. The liabilities insured include costs and expenses that may be
incurred in defending civil or criminal proceedings that may be brought against the officers in the capacity as officers of
the Company or a related body corporate.
No liability has arisen under these indemnities as at the date of this report.
During the year Fiducian Group Limited paid a premium under a combined policy of insurance for liability of officers of the
Company and related bodies corporate, professional indemnity and crime. In accordance with normal commercial practice,
disclosure of the total amount of premium payable under, and the nature of the liabilities covered by, the insurance contract
is prohibited by a confidentiality clause in the contract.
The officers of the Company covered by the insurance policy include the current and previous directors: R E Bucknell, I
Singh, F Khouri, C Stone, other officers of Fiducian Group Limited and independent members of the external Compliance
and Investment Committees, J Evans, B Lacey and M Devlin.
Proceedings on behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
P A G E 2 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
D I R E C T O R S ’ R E P O R T C O N T I N U E D
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or Group are important.
The board of directors is satisfied that the provision of non-audit services by the auditor 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.
none of the services undermine the general principles relating to auditor independence as set out in APES110 Code of
Ethics for Professional Accountants.
The fees paid or payable for services provided during the year by the auditor (PricewaterhouseCoopers) of the parent entity,
its related practices and non-related audit firms, are shown in Note 27 to the consolidated financial report.
Auditor’s independence declaration
A copy of the auditors’ independence declaration as required under Section 307C of the Corporations Act 2001 is set out
on page 22. .
Rounding of amounts
The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments
Commission, relating to the “rounding off” of amounts in the directors’ report. Amounts in the directors’ report have been
rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
Corporate governance
A description of the group’s current corporate governance practices is available on the group’s website and can be viewed
at http://www.fiducian.com.au/linkref/corporate_governance_statement.pdf.
This report is made in accordance with a resolution of the directors.
I Singh
Director
Sydney,
27 August 2015
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 2 1
A U D I T O R ’ S I N D E P E N D E N C E
D E C L A R A T I O N
P A G E 2 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
S H A R E H O L D E R I N F O R M A T I O N
A. DISTRIBUTION OF EQUITY SECURITY HOLDERS BY SIZE OF HOLDING
Analysis of numbers of equity security holders by size of holding, as at 19 August 2015
DISTRIBUTION :
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 - and over
Total holders
OPTIONS
ORDINARY SHARES
-
-
-
-
1
-
1
96
367
120
153
22
26
784
There were no holders of a less than marketable parcel of ordinary shares.
B. EQUITY SEC UR I TY H OLD E R S
Twenty largest quoted equity security holders.
The names of the twenty largest registered shareholders of quoted equity securities as at 19 August 2015, are listed below.
NAME
NUMBER HELD
PERCENTAGE OF ISSUED SHARES
Indyshri Singh Pty Limited
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
JP Morgan Nominees Australia Limited
Shrind Investments Pty Ltd (Indyshri Super Fund A/C)
London City Equities Limited
Norcad Investment Pty Ltd
Hunter Place Services Pty Ltd
Citicorp Nominees Pty Limited
Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
D R Smith Holdings Pty Ltd
Mr Victor John Plummer
Garrett Smythe Limited
BNP Paribas Noms (NZ) Ltd
Mr Ivan Tanner + Mrs Felicity Tanner (The Supernatural S/F A/C)
Bond Street Custodians Limited (Ganes Value Growth A/C
London City Equities Limited
H F R Pty Ltd (F & M Khouri S/Fund A/C)
Dendrinos Nominees Pty Ltd (Bayside Taxi Staff S/F A/C)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20 Mrs Jennifer Margaret Leeson
8,795,933
1,976,791
1,813,266
1,667,184
1,571,831
1,293,618
906,600
800,000
696,595
692,293
593,689
500,000
339,000
333,000
326,795
286,768
277,034
199,187
150,000
138,847
23,358,431
28.36%
6.37%
5.85%
5.38%
5.07%
4.17%
2.92%
2.58%
2.25%
2.23%
1.91%
1.61%
1.09%
1.07%
1.05%
0.92%
0.89%
0.64%
0.48%
0.45%
75.29%
Unquoted equity securities
As at 19 August 2015:
TYPE OF SECURITY
Options – Managing Director
NUMBER ON ISSUE
NUMBER OF HOLDERS
100,000
100,000
1
1
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 2 3
S H A R E H O L D E R I N F O R M A T I O N C O N T I N U E D
C. SUBSTANTI AL SH AR E H OLD E R S
Substantial shareholders and associates as at 19 August 2015 (more than 5% of a class of shares) in the Company are set
out below:-
NAME
NUMBER HELD
PERCENTAGE
Indyshri Singh Pty Limited and associates
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
J P Morgan Nominees Australia Limited
London City Equities Limited
10,373,764
1,976,791
1,813,266
1,667,184
1,570,652
33.45%
6.37%
5.85%
5.38%
5.06%
D. VO TING R IGHT S
The voting rights attaching to each class of equity securities are set out below:-
Ordinary shares
On a show of hands each holder of ordinary shares has one vote and upon a poll one vote for each share held.
Options
No voting rights.
P A G E 2 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 2 5
FINANCIAL
REPORT
F I N A N C I A L R E P O R T
C O N S O L I D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
C O N S O L I D A T E D S T A T E M E N T O F F I N A N C I A L P O S I T I O N
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
C O N S O L I D A T E D S T A T E M E N T O F C A S H F L O W S
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
D I R E C T O R S ’ D E C L A R A T I O N
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 T O T H E M E M B E R S
2 7
2 8
2 9
3 0
3 1
7 0
7 1
This financial report covers the consolidated Fiducian Group Limited and its controlled
entities. The financial report is presented in Australian currency.
Fiducian Group Limited is a company limited by shares, incorporated and domiciled in
Australia. Its registered office and principal place of business is:
Fiducian Group Limited
Level 4, 1 York Street
Sydney NSW 2000
A description of the nature of the consolidated entity’s operations and its principal activities
is included in the Joint Report of the Chairman and Managing Director, and in the director’s
report on pages 2 – 21, both of which are not part of this financial report.
The financial report was authorised for issue by the directors on 27 August 2015. The
Company has the power to amend and reissue the financial report.
Through the use of the internet, we have ensured that our corporate reporting is timely,
complete, and available globally at minimum cost to the Company. All press releases,
financial reports and other information are available on our website: www.fiducian.com.au.
P A G E 2 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
C O N S O L I D AT E D S TAT E M E N T O F
C O M P R E H E N S I V E I N C O M E
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
NOTES
CONSOLIDATED
Revenue from ordinary activities
Other Income
Payments to advisers and related costs
Employee benefits expense
Depreciation and amortisation expense
Other expenses
Profit before income tax expense
Income tax expense
Profit for the year
Other comprehensive income for
the full year, net of tax
Total comprehensive income for the year
Profit is attributible to:
Owners of Fiducian Group Limited
Earnings per share
Earnings per share from profit from continuing
operations attributable to the ordinary equity
holders of the Company:
Basic earnings per share (in cents)
Diluted earnings per share (in cents)
4
5
6(a)
6(b)
7
24
32
2015
$’000
25,918
335
(5,715)
(10,740)
(860)
(2,345)
6,593
(1,971)
4,622
-
4,622
4,622
4,622
2014
$’000
22,537
337
(4,908)
(9,812)
(682)
(1,396)
6,075
(2,092)
3,983
-
3,983
3,983
3,983
14.99 cents
14.93 cents
12.81 cents
12.75 cents
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 2 7
C O N S O L I D AT E D S TAT E M E N T O F
F I N A N C I A L P O S I T I O N
A S A T 3 0 J U N E 2 0 1 5
NOTES
CONSOLIDATED
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-current assets
Receivables
Other financial assets
value through profit or loss
Property, plant and equipment
Intangible assets
Total Non-Current Assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax liabilities
Total Current Liabilities
Non-current liabilities
Payables non current
Net deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained profits
Total equity
2015
$’000
12,374
3,747
16,121
3,491
-
388
8,770
12,649
28,770
5,073
1,462
6,535
-
123
921
1,044
7,579
21,191
6,366
42
14,783
21,191
2014
$’000
11,194
2,855
14,049
2,084
106
524
9,600
12,314
26,363
4,118
1,173
5,291
276
497
947
1,720
7,012
19,351
6,236
26
13,089
19,351
9
10
11
13
14
16
17
18
19
20
21
22
23
24
The above statement of financial position should be read in conjunction with the accompanying notes.
P A G E 2 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
C O N S O L I D AT E D S TAT E M E N T O F
C H A N G E S I N E Q U I T Y
A S AT 3 0 J U N E 2 0 1 5
Balance as at 30 June 2013
7,145
75
11,502
18,722
NOTES
CONTRIBUTED
EQUITY $’000
RESERVES
$’000
TOTAL $’000
RETAINED
EARNINGS
$’000
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Buy-back of shares
Dividends provided for or paid
Share options lapsed
Total transactions with equity holders
22
22
8
23
-
-
-
(909)
-
-
-
(909)
-
-
-
-
-
-
(49)
(49)
3,983
-
3,983
-
-
(2,396)
-
(2,396)
3,983
-
3,983
(909)
-
(2,396)
(49)
(3,354)
Balance as at 30 June 2014
6,236
26
13,089
19,351
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity holders in their
capacity as equity holders
Buy-back of shares
Dividends provided for or paid
Share issued on exercise of options
Options issued during the year
Total transactions with equity holders
Balance as at 30 June 2015
22
8
23
-
-
-
(26)
-
156
-
130
6,366
-
-
-
-
-
-
16
16
42
4,622
-
4,622
-
(2,928)
-
-
4,622
-
4,622
(26)
(2,928)
156
16
(2,928)
(2,782)
14,783
21,191
The above statement of changes in equity should be read in conjunction with the accompanying notes.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 2 9
C O N S O L I D AT E D S TAT E M E N T O F
C A S H F L O W S
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
NOTES
2015
$’000
2014
$’000
27,908
24,575
(19,708)
(17,814)
Cash flows from operating activities
Receipts from customers
(inclusive of goods and services tax)
Payments to suppliers and employees
(inclusive of goods and services tax)
Interest received
Income taxes (paid) / refunded
Net cash inflow from operating activities
31
Cash flows from investing activities
Loans to related parties (associates, planners and staff)
Investment in subsidiary / Trusts
Payments in relation to acquisitions
Repayment of loans by associates & planners
Payments for property, plant and equipment
Net cash (outflow)/inflow from investing activities
Cash flows from financing activities
Payments for shares bought back
Shares issued on exercise of options
Dividends paid
Net cash (outflow) from financing activities
Net increase in cash held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of year
9
8,200
313
(2,006)
6,507
(1,719)
112
(987)
94
(29)
(2,529)
(26)
156
(2,928)
(2,798)
1,180
11,194
12,374
6,761
322
(1,219)
5,864
-
64
(874)
95
(89)
(804)
(909)
-
(2,396)
(3,305)
1,754
9,440
11,194
The above statement of cash flow should be read in conjunction with the accompanying notes.
P A G E 3 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMM ARY OF SI GN IFI CA NT A CC OUN TI N G PO LI C IES
The principal accounting policies adopted for the preparation of the financial report are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated. The financial report includes Fiducian Group
Limited and its subsidiaries.
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian Accounting Standards, Australian
Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001. Fiducian Group Limited is a for-profit entity for the purpose of preparing the financial statements.
Compliance with IFRS
The financial report of Fiducian Group Limited also complies with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB).
Historical cost convention
The financial report has been prepared under the historical cost convention, as modified by the revaluation of financial
assets and liabilities at fair value through profit or loss.
Restructure and comparatives
On 1 March 2015, the Fiducian Group restructured into a non-operating holding company structure following receipt
of the requisite approvals from the shareholders and the Federal Court of Australia. This restructure resulted in Fiducian
Group Limited being established as the non-operating parent for the Fiducian Group. As a consequence of the restructure
the activities of Fiducian Portfolio Services Limited , with the exception of the Registrable Superannuation Entity licence,
were transitioned across to various entities within the Group to align the businesses along legal and operating entity lines.
Other than the incorporation of a new parent company for the Group there has been no change to the consolidated group
reporting entity and therefore the comparatives presented throughout this report are those of the consolidated group when
Fiducian Portfolio Services Ltd was the parent entity of the Group.
Critical accounting estimates
The preparation of financial reports requires the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are
disclosed in Note 2.
(b) Principles of consolidation
The consolidated financial report incorporates the assets and liabilities of all entities controlled by Fiducian Group Limited
(company or parent entity) as at 30 June 2015 and the results of all controlled entities for the year then ended. Fiducian
Group Limited and its subsidiaries together are referred to in this financial report as the Group.
Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an entity
when the group is exposed, to or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Investments in
subsidiaries are accounted for at cost in the parent company’s financial report.
The acquisition method of accounting is used to account for the business combinations by the Group.
Intercompany transactions and balances on transactions between Group companies are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of comprehensive
income.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3 1
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMMARY O F SI GNI FI CANT A CC OUNT I N G PO LI C IES c o n t i n u e d
(c) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of
returns and amounts collected on behalf of third parties.
Revenue is recognised for the major business activities as follows:-
(i) Management fees and Fees, payments to advisers and related costs
Revenues comprising trustee and management fees are recognised on an accruals basis. Fees, payments to advisers and
costs related to this revenue are recognised at the same time and on the same basis.
(ii) Interest income
Interest income is recognised on a time proportion basis using the effective interest method. When a receivable is
impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow
discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest
income. Interest income on impaired loans is recognised using the original effective interest rate.
(iii) Dividends
Dividends are recognised as revenue when the right to receive payment is established.
(iv) Distributions from related trusts
Distributions from related trusts are recognised as revenue when the right to receive payment is established.
(v) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the
primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial
statements are presented in Australian dollars, which is Fiducian Group Limited’s functional and presentation
currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognised in profit or loss.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
•
•
•
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
balance sheet
income and expenses for each statement of comprehensive income are translated at the closing rate at the
end of the month, and
all resulting exchange differences are recognised in other comprehensive income.
(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
national income tax rate for Australia adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences and unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial reports. However, the deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that
at the time of the transaction affects neither accounting or taxable profit or loss. Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected
to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
P A G E 3 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMM ARY OF SI GN IFI CA NT A CC OUN TI N G PO LI C IES c o n t i n u e d
(d) Income tax continue (continued)
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases
of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
Tax consolidation
With effect from 1 March 2015 Fiducian Group Limited and its wholly owned subsidiaries have implemented the tax
consolidation legislation with Fiducian Group Limited as the head entity in the newly formed tax consolidated group. As
a consequence these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set
off in the consolidated financial statements. The head entity has entered into a tax sharing agreement and a tax funding
agreement with the members of the tax consolidated group. Under the tax funding agreement the members of the Group
are required to contribute to the head entity for their current tax liabilities. The assets and liabilities arising under the tax
funding agreement are recognised as intercompany assets and liabilities at call. Members of the tax consolidated group via
the tax sharing agreement may be called to provide for the income tax liabilities between the entities should the head entity
default on its tax payment obligations. No amount has been recognised in respect of this component of the agreement as
the outcome is considered remote.
(e) Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases (Note 29). Payments made under operating leases (net of any incentives received from the lessor) are
charged to the statement of comprehensive income on a straight-line basis over the period of the lease.
(f) Trustee company and Responsible Entity
The Group acts as a Trustee of Fiducian Superannuation Service through a subsidiary , Fiducian Portfolio Services Ltd,
and acts as the Responsible Entity of Fiducian Funds (“the trusts”) through another subsidiary , Fiducian Investment
Management Services Ltd. The accounting policies adopted by these Companies in the preparation of their financial reports
and that of the Group for the year ended 30 June 2015 reflect the fiduciary nature of these company’s responsibilities
and that of the Group for the assets and liabilities of the trusts. The financial reports do not include the trusts’ assets and
liabilities as future economic benefits and obligations derived from the trusts’ assets and liabilities do not accrue to these
companies or the Group. In accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, the trust
assets and liabilities have not been disclosed as the directors consider the probability of these companies or the Group
having to meet the liabilities of the trusts as remote.
(g) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets
are tested 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 level for which there are separately identifiable cash flows which
are largely independent of the cash flows from other assets or groups of assets (cash-generating units). Non-financial assets
other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3 3
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMMARY O F SI GNI FI CANT A CC OUNT I N G PO LI C IES c o n t i n u e d
(h) Cash and cash equivalents
For cash flow statement presentation purposes, 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.
(i) Trade receivables
Trade receivables are recognised at fair value and subsequently measured at amortised cost, less provision for impairment.
Trade receivables are due for settlement no more than 120 days from the date of recognition for trade receivables and
financial planning fees, and no more than 30 days for other receivables.
Collectability of trade receivables is reviewed on an ongoing basis. Receivables, which are known to be uncollectible, are
written off. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence
that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default
or delinquency in payments (outside settlement terms) are considered indicators that the trade receivable is impaired.
The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables
are not discounted if the effect of discounting is immaterial.
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When
a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against
other expenses in the statement of comprehensive income.
(j) Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The purchase consideration transferred for the acquisition of a subsidiary
comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the acquirer.
The purchase consideration transferred also includes the fair value of any asset or liability resulting from a contingent
consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed 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.
The excess of the purchase consideration and the acquisition-date fair value over the share of the net identifiable assets
acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary
acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a
bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
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.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
(k) 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, and other financial assets. The classification depends on the purposes for which the investments were acquired.
Management determines the classification of its investments at initial recognition and, in the case of assets classified as
held-to-maturity, re-evaluates this designation at each reporting date.
(i) Financial assets at fair value through profit or loss
Financial assets are classified as held for trading if acquired principally for the purpose of selling in the short term
with the intention of making a profit.
P A G E 3 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMM ARY OF SI GN IFI CA NT A CC OUN TI N G PO LI C IES c o n t i n u e d
(k) Investments and other financial assets (continued)
(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 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
statement of financial position date which are classified as non-current assets. Loans and receivables are included in
receivables in the statement of financial position in Notes 10 and 11.
(I) Fair value estimation
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values
due to their short-term nature. 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.
(m) Property, plant and equipment
Property, plant and equipment is 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 statement of comprehensive income during the
financial period in which they were incurred.
Depreciation on 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:-
Furniture, office equipment and computers
2 – 8 years
Leasehold improvements
term of the lease
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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 in Note 1(g).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
statement of comprehensive income. 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.
(n) Intangible assets
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 at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible
assets. Goodwill 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.
Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. These units are all within the financial
planning segment.
Client portfolios
Consideration payable for the acquisition of client portfolios is deferred and amortised on a straight line basis over a period
of 10 years. Client portfolios are also tested for events or changes in circumstances that indicate that they may be impaired,
and are carried at cost less accumulated amortisation and impairment losses.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMMARY O F SI GNI FI CANT A CC OUNT I N G PO LI C IES c o n t i n u e d
(n) Intangible assets (continued)
IT development and software
Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute
to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and
systems where deemed appropriate. Costs capitalised include direct costs of materials and service and direct payroll and
payroll related costs of employees’ time spent on the project. Amortisation is calculated on a straight-line basis over periods
generally ranging from 3 to 5 years.
Capitalised expenditures are tested for events or changes in circumstances that indicate that they may be impaired and
whether they exceed their recoverable amount.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(p) Provisions
Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of
past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been
reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at reporting date. The discount rate used to determine the present value reflects current market
assessments of the time value of money and the risks specific to the liability.
(q) Employee benefits
(i) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, and annual leave expected to be settled within 12 months of the reporting date are
recognised in other payables in respect of employee services up to the reporting date and are measured at the amount
expected to be paid when the liabilities are settled. Personal/carers and sick leave is brought to account as incurred.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present
value of expected future payments to be made in respect of services provided by employees up to the reporting
date using the projected unit cost method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market
yields at the reporting date on national government bonds with terms of maturity and currency that match, as
closely as possible, the estimated future cash outflows.
(iii) Share-based payments
Share-based compensation benefits are provided to employees via the share option plans. Information relating to
this scheme is set out in Note 26.
Subsequent options issued to employees for no consideration have the fair value of options granted under the Fiducian
Employee & Director Share Option Plan recognised as an employee benefit expense with a corresponding increase in
equity. The fair value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options.
The fair value at grant date is independently determined using a Binomial option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of
the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
P A G E 3 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMM ARY OF SI GN IFI CA NT A CC OUN TI N G PO LI C IES c o n t i n u e d
(r) Contributed equity
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.
If the entity reacquires its own equity instruments, for example as the result of a share buy-back, those instruments
along with the consideration paid are deducted from equity and the shares are regarded as treasury shares until they are
cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly incremental
costs (net of income taxes) is recognised directly in equity. Treasury shares are bought with the intention of cancellation and
are not reissued.
(s) Dividends
Provision is made only for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the financial year but not distributed at balance date.
(t) Earnings per share
(i) Basic earnings per share
Basic earnings per share is determined by dividing the net profit after income tax attributable to equity holders of
the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
(u) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the Australian Taxation Office (ATO). In this case it is recognised as part of the cost of acquisition of the
asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to the ATO is included with other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the ATO, are presented as operating cash flow.
(v) Rounding of amounts
The Company is of a kind referred to in Class Order 98/100 issued by the Australian Securities and Investments
Commission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been
rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.
(w) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2015
reporting periods. The Group’s and the parent entity’s assessment of the impact of these new standards and interpretations
is set out below.-
AASB 9 Financial Instruments (effective from 1 January 2018)
This standard addresses the classification, measurement and derecognition of financial assets and financial liabilities.
The standard is not applicable until 1 January 2018 but is available for early adoption. When adopted the standard will
affect the accounting for available-for-sale financial assets, since AASB 9 only permits the recognition of fair value gains
and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value
gains and losses on available-for-sale debt investments, for example, will therefore have to be recognised directly
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3 7
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
1 SUMM ARY OF SI GN IFI CA NT A CC OUN TI N G PO LI C IES c o n t i n u e d
(w) New accounting standards and interpretations (continued)
in profit or loss. In the current reporting period, the Group did not hold any available-for-sale financial assets or available-
for-sale debt investments.
There will be no impact on Fiducian’s accounting for financial liabilities, as the new requirements only affect the accounting
for financial liabilities that are designated at fair value through profit or loss and Fiducian does not have any such liabilities.
Fiducian does not have any hedging arrangements and hence there is no impact from the new hedging rules.
AASB 15 Revenue from Contracts with Customers (effective from 1 January 2018)
The new standard is based on the principle that revenue is recognised when control of a good or service is transferred to a
customer so the notion of control replaces the notion of risks and rewards. It applies to all contracts with customers except
leases, financial instruments and insurance contracts. It requires reporting entities to provide users of financial statements with
more informative and relevant disclosures. Fiducian is in the process of assessing the implications for revenue recognition for
the segments of its business.
2 CRITI CAL ACCOU NT ING E ST IMA TES A N D A SS UM PT I ONS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. 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.
(i) Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, by comparing its current amount with its
recoverable amount in accordance with the accounting policy stated in Note 1(n). The recoverable amounts of the cash-
generating units have been determined based on earnings multiples requiring the use of sustainable revenue estimates and
comparable market transactions.
(ii) Estimated impairment of client portfolios
The Group assesses at the end of each reporting period whether there is any indication that the investment or accounting
portfolios may be impaired in accordance with the accounting policy stated in Note 1(n). If any such indication exists, the
Group shall estimate the recoverable amount of the asset. The recoverable amounts of cash-generating units have been
determined based on discounted cash flow models which require the use of assumptions on discount rates, recurring
revenues and cash flow projections.
3 SEGMENT INFO RM AT I ON
(a) Description of segments
Business segments
Following the restructure of the Group the business activities of the Group have been segmented into business segments
based on legal entities and reviewed by management accordingly. The business segments are as follows:-
Platform Administration
The Group through its subsidiary, Fiducian Portfolio Services Ltd, operates in a segment as the RSE for a public offer
superannuation fund, Fiducian Superannuation Service. Until 1 March 2015 and for the comparative year the Funds
management and administration activities formed part of Fiducian Portfolio Services Ltd and were reviewed as such.
Following the restructure these segments have been transferred to separate legal entities as discussed below.
P A G E 3 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
3 SEGMENT INFO RM AT I ON CON TIN UE D
Financial Planning
The Group continued its specialist financial planning operations through its subsidiary, Fiducian Financial Services Pty Ltd.
Business Services
The Group provides accountancy resource services through its subsidiary, Fiducian Business Services Pty Ltd. Although this
segment does not meet the quantitative thresholds required by AASB 8, management has concluded that this segment should be
reported as it is closely monitored by management for its potential growth opportunities.
Funds Management
The Group through its newly established subsidiary, Fiducian Investment Management Services Ltd, acts as an operator
of an Investor Directed Portfolio Service, Fiducian Investment Service and as Responsible Entity for managed investment
schemes. Before 1 March 2015 and for the comparative year these activities formed part of the subsidiary Fiducian Portfolio
Services Ltd.
Administration
The administration and professional services are provided to the Group by a newly established subsidiary, Fiducian Services
Pty Ltd. Management views this as an operating segment since 1 March 2015. Before that date and for the comparative
year these activities were conducted by Fiducian Portfolio Services Ltd.
Geographical segments
The Group operates in the following geographical segments – in Australia and in India. The Indian operations are not
considered material for a separate geographical segment disclosure during the financial year 2015.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 3 9
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
3 SEGMENT INFO RM AT I ON CON TIN UE D
(b) Primary reporting – business segments
PLATFORM
ADMINI-
STRATION
FINANCIAL
PLANNING
BUSINESS
SERVICES
ADMINI-
STRATION
& HOLDING
CO
FUNDS
MANAGE-
MENT
INTERSEG-
MENT
CONSOL-
IDATED
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2015
Sales to external customers
Intersegment sales
Total sales revenue
Other revenue
16,966
(1,506)
15,460
213
4,390
7,068
11,459
11
1,179
(50)
1,129
13
Total segment revenue
15,673
11,470
1,142
19
3,476
3,495
76
3,571
3,363
(1,374)
1,990
21
-
25,918
(7,615)
(7,615)
-
-
25,918
335
2,011
(7,615)
26,253
Profit from ordinary activities
before income tax expense
Income tax expense
Profit from ordinary activities
after income tax expense
2,576
1,522
(81)
1,296
1,280
-
6,593
(1,971)
4,622
Segment assets
4,097
9,434
1,695
16,465
7,629
(9,582)
29,738
Segment liabilities
437
2,420
341
4,446
1,150
(250)
8,544
Acquisitions of plant and
equipment, intangibles and
other non-current segment
assets
Depreciation, amortisation and
impairment
Net cash inflow from operating
activities
-
2
11
76
592
160
16
32
-
-
1,916
1,162
102
1,986
1,341
-
-
-
29
859
6,507
P A G E 4 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
3 SEGM ENT INF O RM AT ION CON TIN UE D
(b) Primary reporting – business segments
FUNDS
MANAGEMENT AND
ADMINISTRATION
FINANCIAL
PLANNING
BUSINESS
SERVICES
INTERSEGMENT
ELIMINATIONS
CONSOLIDATED
$’000
$’000
$’000
$’000
$’000
2014
Sales to external customers
Intersegment sales
Total sales revenue
Other revenue
Total segment revenue
Profit from ordinary activities
before income tax expense
Income tax expense
Profit from ordinary activities
after income tax expense
Segment assets
Segment liabilities
Acquisitions of plant and equipment,
intangibles and other non-current
segment assets
Depreciation, amortisation and
impairment
Net cash inflow from operating
activities
18,283
-
18,283
301
18,584
3,247
7,121
10,368
24
10,392
1,006
96
1,102
12
1,114
-
(7,217)
(7,217)
-
(7,217)
4,022
2,065
(12)
-
21,000
11,300
2,801
3,843
5,208
2,815
(7,922)
(4,039)
63
2,212
221
141
425
116
3,719
1,340
805
-
-
-
22,537
-
22,537
337
22,873
6,075
(2,092)
3,983
27,179
7,827
2,496
682
5,864
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 4 1
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
3 SEGMENT INFO RM AT I ON CON TIN UE D
(c) Other segment information
(i) Segment revenue
Sales between segments are carried out at arm’s length and are eliminated on consolidation. The revenue from external
parties reported to the board is measured in a manner consistent with that in the statements of comprehensive income.
Segment revenue reconciles to total revenue from continuing operations as follows:
Total segment revenue
Intersegment eliminations
Total revenue from continuing operations (Note 4)
CONSOLIDATED
2015
$’000
2014
$’000
33,533
(7,615)
25,918
29,753
(7,217)
22,537
The entity is domiciled in Australia. The amount of its revenue from external customers in Australia is $25,918,000 (2014:
$22,537,000).
(ii) EBITDA
The board assesses the performance of the operating segments based on the measures of profit contribution and EBITDA.
A reconciliation of EBITDA to operating profit before income tax is provided as follows:
EBITDA
Finance costs
Depreciation
Amortisation
Profit before income tax from continuing operations
(iii) Segment assets
CONSOLIDATED
2015
$’000
2014
$’000
7,453
-
(165)
(695)
6,593
6,758
(2)
(164)
(518)
6,075
The amounts provided to the board with respect to total assets are measured in a manner consistent with that of the
financial report. These assets are allocated based on the operations of the segment and the physical location of the asset.
All assets are located in Australia and in India (which are not material).
(iv) Segment liabilities
The amounts provided to the board with respect to total liabilities are measured in a manner consistent with that of the
financial report. These liabilities are allocated based on the operations of the segment.
P A G E 4 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
4 REV ENUE FR OM O RD I NAR Y A CT I VI TI ES
From continuing operations
Sales revenue
Fees received *
Other
Revenue from ordinary activities
CONSOLIDATED
2015
$’000
25,665
253
25,918
2014
$’000
22,078
458
22,537
* Includes fees received by FIMS as responsible entity of the managed investment schemes which includes underlying
fund manager fees from 1 March 2015 which were previously netted off. This is as a result of an amendment to the
product disclosure statement whereby fees due to underlying fund managers are paid by the responsible entity and are
not separately charged to unitholders.
5 OTHER INC OME
CONSOLIDATED
Interest received/receivable
Fair value (losses)/ gains on financial assets at
fair value through profit or loss (Note 13)
6 EXPENSES
Profit before income tax includes the
following specific expenses:
a) Depreciation and amortisation expense
Depreciation
Furniture office equipment and computers
Leasehold improvements
Total depreciation
Amortisation
Capitalised computer software
Client portfolio acquisition costs
Total amortisation
2015
$’000
335
-
335
CONSOLIDATED
2015
$’000
111
54
165
14
631
645
2014
$’000
346
(9)
337
2014
$’000
112
52
164
13
505
518
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 4 3
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
6 EXPENSES CONTINUED
Impairment
Goodwill
Total depreciation and amortisation expense
b) Other expenses1
Professional services
Sales marketing and travel
Rental expense relating to operating leases
Premises and equipment
Communication and computing
Printing and stationery
Auditors (Note 27)
Doubtful debts
Administration and other
Expense Recovery2
50
860
901
1,042
1,160
177
557
191
495
-
1,343
(3,521)
2,345
-
682
464
807
909
192
480
116
442
6
1,173
(3,196)
1,396
1Other expenses include $ 616,000 incurred along various expense lines relating to the implementation of the restructure
of the Fiducian Group.
2Fiducian Group Limited through its subsidiary, Fiducian Portfolios Services Limited, as trustee for the Fiducian
Superannuation Service, is entitled to the reimbursement of expenses incurred by it in the operation of the service.
Effective from 1 July 2012 Fiducian has, for the three year period ending 30 June 2015, recovered an amount up to 75%
of the balance of any unrecovered operational expenses incurred by it subject to available reserves. A new adminstration
agreement between Fiducian Portfolio Services Limited and Fiducian Services Pty Limited is expected to be put in place in
the first quarter of 2015-2016 and until then the existing arrangements continue.
7
INCO ME TA X E XP E NSE
CONSOLIDATED
a) Income tax expense
Current tax
Deferred tax
Adjustments for current tax of prior periods
Income tax expense
Deferred income tax (revenue) expense included in
income tax expense comprises:
Decrease (increase) in deferred tax assets (Note 15)
(Decrease) increase in deferred tax liabilities (Note 20)
Deferred tax
2015
$’000
2,041
(70)
-
1,971
152
(222)
(70)
2014
$’000
1,991
(9)
110
2,092
134
416
550
P A G E 4 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
7
INC OME TAX E XPE NSE CON TIN UE D
(b) Numerical reconciliation of income tax
expense to prima facie tax payable
Profit from continuing operations before income
tax expense
Tax at the Australian tax rate of 30%
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income:
Entertainment
Tax offset for amortisation
Sundry items
Over provision in prior years
Income tax expense
6,593
1,978
26
-
(33)
1,971
-
1,971
6,075
1,823
18
(142)
283
1,982
110
2,092
(c) Tax consolidation legislation
Fiducian Group Limited and its wholly owned subsidiaries have formed a tax consolidated group with effect from 1 March
2015. As a consequence these financial statements have been prepared on a tax consolidated basis where the head entity has
assumed the tax liabilites initially recognised by the standalone taxpayers.
8 DI VI DENDS
CONSOLIDATED
2015
$’000
2014
$’000
Ordinary shares
Final ordinary fully franked dividend for the year ended 30 June 2014 of 5.00 cents
(2013: Fully franked 3.60 cents) per share paid on 19 September 2014.
Interim ordinary fully franked dividend for the year ended 30 June 2015 of 4.50 cents
(2014: Fully franked 4.10 cents) per share paid on 26 March 2015.
Total dividends paid in cash
1,538
1,131
1,390
1,265
2,928
2,396
The Directors have declared the payment of a final fully franked dividend for the year ended 30 June 2015 in the amount of
5.5 cents per ordinary share to be paid on shares registered on 10 September 2015 and payable on 24 September 2015.
Franked dividends
The franked portions of the final dividends recommended after 30 June 2015 will be franked out of existing franking
credits.
Franking credits available for subsequent financial years based on a tax rate of 30%
CONSOLIDATED
2015
$’000
7,093
2014
$’000
7,632
The above amounts represent the balances of the franking account as at the end of the financial year, adjusted for:
(a) franking credits that will arise from the payment of the amount of the provision for income tax.
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 4 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
8 DIVID EN DS CONTINUED
c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits from
subsidiaries were paid as dividends.
The impact on the franking account of the dividend recommended by the directors since year end, but not recognised as a
liability at year end, will be a reduction in the franking account of approximately $728,000 (2014: $659,000).
9
CURRENT AS SE TS – CASH AN D CA S H E QUI V A LEN T S
Cash at bank and in hand
Deposits securing bank guarantees
Deposits – other
CONSOLIDATED
2015
$’000
12,340
34
-
12,374
2014
$’000
6,161
34
5,000
11,195
The Group’s exposure to interest rate risk is discussed in Note 34.
10 CURRENT AS SE TS – TR ADE AN D OTH ER R EC EI VA B LES
CONSOLIDATED
2015
$’000
2014
$’000
2,197
1,710
Amounts receivable from related entities:
Related trusts
Business development loans *
Staff loans *
Other receivables
Prepayments
Less: Provision for impairment of receivables
522
3
804
251
3,777
(30)
3,747
* Refer to Note 11 for the non-current portion of these receivables.
Movements in provision for impairment of receivables
Balance at beginning of the year
Written off against provision
Balance at end of the year
(30)
-
(30)
181
3
721
270
2,885
(30)
2,855
(30)
-
(30)
At 30 June 2015, a provision for impairment exists for trade receivables outstanding greater than 120 days where management
considers that the receivable is impaired. There has been no history of default and no material losses are expected.
Information about the Group’s exposure to interest rate risk in relation to trade and other receivables is provided in Note
34.
P A G E 4 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
11 NON- CURR E NT AS SE T S – R EC EIV A B L ES
Business development loans *
Loans to staff *
Less: Provision for impairment of receivables
CONSOLIDATED
2015
$’000
3,464
27
3,491
-
3,491
2014
$’000
2,055
29
2,084
-
2,084
* Refer to Note 10 for the current portion of these receivables.
(a) Impaired receivables and receivables past due
No amount has been provided against non-current receivables in the current year (2014: Nil).
(b) Fair values
The fair values and carrying values of non-current receivables of the Group are as follows:
Business development loans
Loans to staff
2015
2014
CARRYING
AMOUNT
FAIR VALUE
CARRYING
AMOUNT
FAIR VALUE
$’000
$’000
$’000
$’000
3,464
27
3,491
3,464
27
3,491
2,055
29
2,084
2,055
29
2,084
(c) Risk exposure
Information about the Group’s exposure to credit and interest rate risk is provided in Note 34. The maximum exposure to
credit risk at the reporting date is the carrying amount of each class of receivables mentioned above.
1 2 NO N-CU RR E NT AS SE T S – OTH ER F I NA NC I A L A S SETS
The Group’s principal subsidiaries as at 30 June 2015 are set out below.
NAME OF ENTITY
COUNTRY OF
INCORPORATION
CLASS OF SHARES
EQUITY HOLDING %
$’000
$’000
Fiducian Investment Management Services Ltd
(“FIM”)1
Fiducian Portfolio Services Ltd (“FPSL) 2
Fiducian Services Pty Ltd 3
Fiducian Financial Services Pty Ltd 4
Fiducian Business Services Pty Ltd 5
Harold Bodinnar & Associates Pty Ltd 6
Money & Advice Pty Ltd 6
Total investment by parent entity
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 4 7
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
12 N ON-CUR R E NT AS SE T S – OT HER F I NA NC I A L A S SETS co nt inue d
1 The Company acts as the Responsible Entity of the Fiducian Funds and the operator of the Fiducian Investment Service
2 The Company acts as the Trustee for the Fiducian Superannuation Service
3 The Company provides the administration and professional services to the other entities within the Group.
4 The principal activity of the Company is the development of a specialist financial planning services network .
5 The principal activity of the Company is to provide bookkeeping, accounting and tax processing services.
6 These companies are currently dormant as their operations have been transferred to Fiducian Financial Services Pty Limited
and are in the process of being deregistered.
In addition to the above subsidiaries, Fiducian Business Services has a 90% equity investment in Fiducian Resourcing
Services Pvt Ltd, a company incorporated in India, providing accounting and tax processing services to the group.The
operations of the Company are in its initial stages and are not considered material to the Group in 2015.
13 NON- CURRENT ASSET S – O TH ER F IN A N CI A L A SSET S A T F A IR V A LUE
THRO UG H PROF IT OR L OSS
Investment in unlisted unit trusts
At beginning of the year
Capital distribution
Revaluation – fair value (losses)
At end of the year
Investment in related trust
CONSOLIDATED
2015
$’000
106
(106)
-
-
-
2014
$’000
155
(40)
(9)
106
106
Financial assets held at fair value through profit and loss comprise investments into a related Fiducian trust. The fund was
wound up during the year and the entire amount of capital was returned to the unitholders.
14 NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT
Plant and equipment
Furniture, office equipment and computers
Less: Accumulated depreciation
CONSOLIDATED
2015
$’000
1,579
(1,191)
388
2014
$’000
1,550
(1,026)
524
Movements
Reconciliation of the carrying amounts of each class of property, plant and equipment are set out on the next page.
P A G E 4 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
14 NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT co nt inued
FURNITURE
AND OFFICE
EQUIPMENT COMPUTERS
LEASEHOLD
IMPROVEMENTS
$’000
$’000
$’000
Consolidated
At 1 July 2013
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2014
Opening net book amount
Additions
Disposals
Depreciation/amortisation charge
Closing net book amount
At 30 June 2014
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2015
Opening net book amount
Additions
Disposals
Depreciation/amortisation charge
Closing net book amount
At 30 June 2015
Cost
Accumulated depreciation
Net book amount
226
(153)
73
73
51
-
(22)
102
277
(175)
102
102
11
-
(20)
93
288
(195)
93
427
(227)
200
200
9
-
(92)
117
436
(319)
117
117
18
-
(89)
46
454
(408)
46
TOTAL
$’000
1,461
(863)
598
598
88
-
(162)
524
808
(483)
325
325
28
-
(48)
305
837
(532)
305
1,550
(1,026)
524
305
-
(2)
(54)
249
524
29
(2)
(163)
388
836
(587)
249
1,579
(1,191)
388
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 4 9
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
15 NO N-CU RR E NT AS SE T S – DEF ER RED TA X A SSETS
The balance comprises temporary
differences attributable to:
Doubtful debts
Employee benefits
Accrued expenditure
Provision for audit and taxation services
Provision for depreciation
Unrealised gains (losses)
Restructure expenses
Deferred tax assets before set off
Set off against deferred tax liabilities
Movements:
Opening balance at 1 July
Taken to the statement of comprehensive
income
Deferred assets before set off
Set off against deferred tax liabilites
CONSOLIDATED
2015
$’000
2014
$’000
9
446
127
164
17
-
205
968
(968)
-
816
152
968
(968)
-
10
496
24
152
109
25
-
816
(816)
-
950
(134)
816
(816)
-
16 NO N-CU RR E NT AS SE T S – I N TA N G I B LE A SS ETS
CONSOLIDATED
Deferred expenditure
Capitalised expenditure – computer software
Less: Accumulated amortisation
Client portfolios
Cost of acquisition of client portfolios
Less: Accumulated amortisation
Client portfolios
Goodwill on acquisition
Less: Accumulated amortisation
2015
$’000
5,001
( 4,989)
12
5,851
( 2,101)
3,750
5,471
( 464)
5,007
8,770
2014
$’000
4,999
( 4,973)
26
6,436
( 1,918)
4,518
5,521
( 464)
5,057
9,601
P A G E 5 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
16 N ON-CUR R E NT AS SE T S – IN TA N G I B LE A SS ETS C O N TIN UED
(a) Movements
Movements in each category are set out below:-
CONSOLIDATED
ACQUISITION
OF CLIENT
GOODWILL
ON
PORTFOLIOS ACQUISITION
CAPITALISED
COMPUTER
SOFTWARE*
$’000
$’000
$’000
At 1 July 2013
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2014
Opening net book amount
Additions*
Disposals/write off
Impairment charge
Amortisation charge**
Closing net book amount
At 30 June 2014
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2015
Opening net book amount
Additions*
Disposals/write off
Impairment charge
Amortisation charge**
Closing net book amount
At 30 June 2015
Cost
Accumulated amortisation and impairment
Net book amount
4,588
(1,413)
3,175
3,175
1,848
-
-
(505)
4,518
6,436
(1,918)
4,518
4,518
-
(137)
-
(631)
3,750
6,299
(2,549)
3,750
TOTAL
$’000
14,549
(6,837)
7,712
7,712
2,407
-
-
(518)
9,600
4,999
(4,960)
39
39
-
-
-
(13)
26
4,999
(4,973)
26
16,956
(7,355)
9,600
4,962
(464)
4,498
4,498
559
-
-
-
5,057
5,521
(464)
5,057
5,057
26
9,601
-
-
(50)
-
5,007
5,471
(464)
5,007
-
-
-
(14)
14
-
(137)
(50)
(645)
8,770
4,999
(4,987)
12
16,769
(7,999)
8,770
* Capitalised computer software costs includes an internally generated intangible asset. The assets in this category have been amortised on
the basis of a 5 year useful life.
** Amortisation of $645,000 (2014: $518,000) is included in depreciation, amortisation and impairment expense in the statement of
comprehensive income.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5 1
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
16 N ON-CU RR E NT AS SE T S – I NT A N G I B LE A SS ETS C O N TIN UED
(b) Impairment tests for goodwill and client portfolios
Goodwill and client portfolios are allocated to the Group’s Cash Generating Units (CGUs) identified according to business
segment. The recoverable amount of a CGU is determined based on market value calculations. These calculations use
recurring income measures consistent with market valuations of similar financial services businesses.
(c) Impact of possible changes in key assumptions
Changes in assumptions made in the assessment of impairment of goodwill relate to updating the earnings multiple used to
estimate sustainable revenues. These assumptions are compared to market each year and adjusted appropriately.
(d) Impairment charge
During the year an impairment charge amounting to $ 50,000 was recorded against goodwill to reflect the lower payment
on final settlement for the acquisition of a portfolio of client assets relating to financial planning and business services
respectively (2014: Nil).
(e) Business acquisitions
The estimates and judgements included in the fair value calculations are based on historical experience and other factors,
including management’s and the Directors’ expectations of future events that are believed to be reasonable under the
current circumstances. Other than (c) above there have been no impairment recognised for the Fiducian Group CGUs in
the impairment assessment performed at 30 June 2015. Based on management’s current assessment, the recoverable
amount of Fiducian’s CGU exceeds the carrying amount by $ 5.79 million. The Fiducian Group’s CGU recoverable amount
is sensitive to reasonably possible movements in key assumptions including changes to the earnings multiple of 3.1 used
to determine the fair value of the CGU. Management has modelled below the impact of changes in these key assumptions
with the following result :-
•
•
if earning multiple were to decrease to 2.7, the CGU’s recoverable amount would exceed carrying amount by $ 4.69
million.
if earning multiple were to decrease to 2.9, the CGU’s recoverable amount would exceed carrying amount by $5.24
million.
17 CURRENT LI AB ILI TI E S – T RA D E A N D OT HER P A Y A B L ES
Trade payables
Other payables*
Amounts due to related entities
Client portfolio deferred settlement
Annual leave entitlements accrued
CONSOLIDATED
2015
$’000
1,694
2,505
-
308
566
2014
$’000
980
1,597
-
897
645
5,073
4,119
Information about the Group’s exposure to credit and interest rate risk is shown in Note 34.
* Other payables include retirement benefits payable to planners covered under salary agreements with Fiducian Financial
Services Pty Limited. Under the terms of the agreement with certain long-serving salaried financial planners, those planners
are entitled to a service fee subsequent to their retirement from the Company, under conditions designed to protect the
Company’s client base. Eligibility to this service fee is based on service period and payment is subject to further ongoing
conditions, including client retention, provision of support services to the entity to achieve this aim. The benefit is personal
to the planner, is not transferable, can be stopped by or repaid to Fiducian Financial Services Pty Ltd should there be a
breach of conditions, and will be reduced if the planner purchases some or all of their client base at or after retirement. This
arrangement has been accounted for in accordance with AASB 119 Employee Benefits.
P A G E 5 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
18 CU RRENT LIABI LI TI E S – C U R R EN T TA X L IA B I LI TI ES
Income tax
CONSOLIDATED
2015
$’000
1,462
2014
$’000
1,173
19 N ON CUR RE NT LI ABIL I TI E S – TR A DE A N D OT HER P A YA B LE S
Client portfolio deferred settlement
CONSOLIDATED
2015
$’000
-
2014
$’000
276
20 N ON-CU RR E NT LIA BI L ITI E S – DEF ERR ED TA X LI A B IL I TI ES
The balance comprises temporary
differences attributable to:
Amounts recognised in profit and loss
Depreciation and amortisation
Deferred tax liabilities before set off
Set off against deferred tax assets
Net deferred tax liabilities
Movements:
Opening balance at 1 July
Taken to the statement of comprehensive income
Arising on Business combination
Deferred tax liabilities at 30 June before set off
Set off against deferred tax liabilities
Expiration of net deferred tax liabilities
Expiration of net deferred tax liabilities
within 12 months
after 12 months
CONSOLIDATED
2015
$’000
2014
$’000
1,091
1,091
(968)
123
1,313
(222)
-
1,091
(968)
123
123
-
123
1,313
1,313
(816)
497
897
416
559
1,313
(816)
497
132
365
497
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5 3
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
21 NO N-CU RR E NT L IA BI L ITI E S – PR OVI SION S
Employee benefits – long service leave
CONSOLIDATED
2015
$’000
921
2014
$’000
947
The provision for long service leave includes all pro-rata entitlements where employees have not yet completed the required
period of service and also those where employees are entitled to pro-rata payments. The entire amount is presented as non-
current as no material amounts are expected to be settled within the next 12 months.
22 CO NTRIBUT E D E Q UI TY
(a) Share capital
Ordinary shares – fully paid
Treasury shares
CONSOLIDATED
2015
$’000
6,366
-
6,366
2014
$’000
6,086
150
6,236
(b) Movements in ordinary share capital and treasury shares
DETAILS
NUMBER OF SHARES
AVERAGE PRICE
$’000
DATE
1 July 2013
Opening balance
Shares bought back on-market and cancelled
Treasury Shares
30 June 2014
Buy-back transaction costs
Balance
Shares bought back on-market and cancelled
Shares issued on exercise of options
Shares issued
30 June 2015
Balance
(c) Ordinary shares
31,532,429
(679,961)
(94,571)
30,757,897
(14,500)
140,000
1
30,883,398
-
7,145
$1.11 (755)
(150)
$1.58
-
$1.82
-
$1.00
(4)
6,236
(26)
156
-
6,366
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding-up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and
upon a poll each share is entitled to one vote.
(d) Share buy-back
Between July 2014 and June 2015 the Company purchased and cancelled ordinary shares on-market in order to reduce the
Company’s capital and surplus liquidity, as originally announced in 2005 and last extended on 3 March 2015. During the
financial year the shares were acquired at an average price of $1.82 per share, with prices ranging from $1.70 to $1.89.
The net cost of $26,394 of transaction costs, was deducted from equity.
At 30 June 2015, 500,000 shares remained available to be repurchased under the most recently announced buy back
notice to the ASX.
P A G E 5 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
22 CO NTRIBU TE D E Q UI TY c o n t i n u e d
(e) Options
Information relating to Fiducian Group Employee & Director Option Plans and options issued, exercised and lapsed during
the year is set out in Note 26.
(f) Capital risk management
The Group’s objectives when managing capital of the wholly owned subsidiaries within the Group is to safeguard their
ability to continue as a going concerns, to individually continue to meet externally imposed capital requirements of APRA
and ASIC under their Registrable Superannuation Entity (RSE) Licence, Responsible Entity (RE) licence and their Australian
Financial Services (AFS) Licence respectively, and to continue to provide returns to shareholders and benefits for other
stakeholders.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders via an on-market share buy back, or issue new shares upon exercise of outstanding options.
There has been no borrowing to maintain capital adequacy.
The externally imposed requirements are:
a. Under its ASIC RE licence, the RE, Fiducian Investment Management Services Limited, must maintain $ 5,000,000 net
tangible assets at all times.
b. Under its APRA RSE licence, the RSE, Fiducian Portfolio Services Limited must maintain $100,000 cash at all times since all
superannuation assets are custodially held.
The requirement under the RSE licence and RE licences are maintained by placing cash on deposit with an ADI. The
requirement under the AFS licence is monitored monthly when management accounts are prepared, and is reported to the
Board monthly at each meeting.
23 RES ERVE S
Movements
Share based payments reserve
Balance 1 July
Option expense
Option lapses
Balance 30 June
24 RETAI NE D PRO FI T S
Movements in retained profits were as
follows:
Balance 1 July
Net profit for the year
Dividends paid (Note 8)
Balance 30 June
CONSOLIDATED
2015
$’000
2014
$’000
26
16
-
42
75
19
(68)
26
CONSOLIDATED
2015
$’000
2014
$’000
13,089
4,622
(2,928)
14,783
11,503
3,982
(2,396)
13,089
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
25 KEY MANAGE ME NT P E RSON N EL DI SC LOS UR ES
(a) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
CONSOLIDATED
2015
$’000
744,457
34,567
-
2014
$’000
760,417
30,743
18,981
779,024
810,141
Detailed remuneration disclosures are provided in sections A-E of the Remuneration Report contained in the Directors’ Report.
(a) Equity instrument disclosures relating to 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 D of the Remuneration Report.
(ii) Option holdings
The numbers of options over ordinary shares in the Company held during the financial year by each director of Fiducian
Group Limited, including their personally related and associated entities, are set out below. At the AGM on 23 October
2014, 100,000 options were granted to Mr I Singh as compensation in respect of the year ending 30 June 2014. Under
the scheme of the restructure the options issued on 23 October 2014 were cancelled and an equivalent number of options
were issued in the Company on substantially the same terms and conditions as the cancelled options.
2015
NAME
I Singh
2014
NAME
BALANCE AT
THE START OF
THE YEAR
GRANTED DURING
THE YEAR AS
REMUNERATION
EXERCISED
LAPSED DURING
THE YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
140,000
140,000
100,000
-
100,000
-
BALANCE AT
THE START OF
THE YEAR
GRANTED DURING
THE YEAR AS
REMUNERATION
EXERCISED
LAPSED DURING
THE YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh
55,000
-
100,000
(15,000)
140,000
40,000
(iii) Shareholdings
The numbers of shares in the Company held during the financial year by each director of Fiducian Group Limited, including
their personally related and associated entities, are set out below. There were no shares granted during the period as
compensation.
2015
NAME
I Singh
R Bucknell
F Khouri
C Stone
BALANCE AT THE
START OF THE YEAR
10,162,512
800,000
251,373
23,700
RECEIVED DURING
THE YEAR ON THE
EXERCISE OF
DIRECTOR OPTIONS
140,000
-
-
-
OTHER CHANGES
DURING THE YEAR
BALANCE AT THE END
OF THE YEAR
71,252
-
-
10,000
10,373,764
800,000
251,373
33,700
P A G E 5 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
25 K EY MAN AG E ME NT PE R S ON N EL DI SC LOS URES c o n t i n u e d
2014
NAME
I Singh
R Bucknell
F Khouri
C Stone
BALANCE AT THE
START OF THE YEAR
10,113,012
900,000
226,373
20,000
RECEIVED DURING
THE YEAR ON THE
EXERCISE OF
DIRECTOR OPTIONS
OTHER CHANGES
DURING THE YEAR
BALANCE AT THE END
OF THE YEAR
-
-
-
-
49,500
(100,000)
25,000
3,700
10,162,512
800,000
251,373
23,700
Shares provided on exercise of options
140,000 ordinary shares in the Company were provided as a result of the exercise of remuneration options to the Managing
Director of Fiducian Group Limited, as key management person of the Group, during the period (2014: Nil). No entities with
which directors have interests have exercised any Adviser options during the year (2014: Nil). No amounts are unpaid on any
shares issued on the exercise of options.
(c) Loans to directors
No loans were made to directors during the financial year (2014: Nil).
(d) Other transactions with key management personnel
A director, Mr R E Bucknell, is a director of Hunter Place Services Pty Ltd, a company which provides his services as a director
to the Group.
A director, Mr F Khouri, is an authorised representative under the Fiducian Financial Services Pty Ltd Australian Financial
Services Licence and is a director and shareholder of Hawkesbury Financial Services Pty Ltd, which is a franchisee of Fiducian
Financial Services Pty Ltd. Hawkesbury Financial Services Pty Ltd places business with and receives financial planning
remuneration from the Group. All transactions are on normal commercial terms and conditions.
A director, Mr C Stone, was paid director’s fees for his personal contribution to the Board.
Aggregate amounts of each of the above types of other transactions with directors of Fiducian Group Limited:-
Amounts recognised as an expense
Directors’ fees and committee fees*
Financial planning fees paid or payable
CONSOLIDATED
2015
$
2014
$
295,353
211,179
506,532
308,400
209,142
517,542
* Details of these fees and explanations for the increase have been provided in the Remuneration report in the Directors’ report.
Shares under option
Unissued ordinary shares of Fiducian Group Limited under option at the date of this report are disclosed in Note 26 of the
financial report.
No option holder has any right under the options to participate in any other share issue of the Company or any other entity
until after the exercise of the option.
Shares issued on the exercise of options
The details of ordinary shares of Fiducian Group Limited issued during the year ended 30 June 2015 on the exercise of
options granted under the Fiducian Group Limited Employee & Director Share Option Plan is disclosed under Note 26 to the
financial report.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5 7
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
25 KEY MA NA GE M EN T PE R SON N EL DI SC LOS UR ES c o n t i n u e d
(e) Other transactions with key management personnel
Balance at 1
July 2014 ($)
Interest paid
/ payable for
the year ($)
Balance at 30
June 2014 ($)
Number of
KMP in this
aggregation
Aggregate details of business development and
staff loans made to Key management personnel
of the Group, including their close family
members and entities related to them
77,902
3,946
77,927
2
Business development and staff loans have been made at arm’s length and at the same terms and conditions provided to
other franchisees and staff.
26 SHARE B AS E D PA YME NT S
(a) Employee and director share option plan (ESOP)
The establishment of the Fiducian Group Limited ESOP was approved by shareholders at the 2000 annual general meeting.
The ESOP is designed to provide long-term incentives for senior managers and directors to deliver long-term shareholder
returns. Under the plan, participants are granted options which only vest if certain performance standards are met.
Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or
receive any guaranteed benefits.
Fiducian Group Limited (‘FGL’) has established the ESOP, which is designed to provide incentives to employees and directors.
All grants of options under the ESOP are subject to compliance with the Corporations Act 2001 and ASX Listing Rules.
The directors may, from time to time, determine which employees and directors may participate in the ESOP, and the
number of options that may be issued to them. The directors have an absolute discretion to determine who will participate
and the number of options that may be issued. The ESOP provides for an upper limit on the number of options that may
be outstanding, the exercise price, exercise period and expiry, and adjustments in the event of capital restructuring. The
directors have resolved that the ESOP no longer applies to non-executive directors.
Options are granted under the plan for no consideration. Employee options are granted for a five-year period where 35%
vest after one year, a further 45% vest after two years and the balance vest after three years. Director options vest after one
year. Options granted under the plan carry no dividend or voting rights. When exercisable, each option is converted into
one ordinary share on payment of the exercise price.
The exercise price of options is based on the volume weighted average price at which the Company’s shares are traded
on the Australian Securities Exchange during the month preceding the date the options are granted. During the year the
directors determined not to issue any options (2014: Nil) to staff and no employee options expired (2014: 155.000).
Subject to prior approval by shareholders, the Company may issue each year a maximum of 100,000 options to the
executive director for each year of service, subject to performance criteria. The Directors have resolved not to issue any
options (2014: 100,000 options at $1.63) to the executive director in respect of the year ended 30 June 2015.
Set out on the next page are summaries of options granted under various option plans:-
P A G E 5 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
BALANCE AT
EXERCISED
EXERCISE START OF THE DURING THE DURING THE
YEAR
GRANTED
PRICE
YEAR
YEAR
LAPSED BALANCE AT
END OF THE
YEAR
DURING THE
YEAR
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
VESTED AND
EXERCISABLE
AT END OF
THE YEAR
NUMBER
GRANT
DATE
EXPIRY
DATE
Consolidated 2015
ESOP – Managing Director
27 Oct 2010
29 Oct 2015
$1.28
40,000
23 Oct 2013
23 Oct 2018
$1.05
100,000
-
-
(40,000)
(100,000)
23 Oct 2014
23 Oct 2019
$1.63
-
100,000
-
140,000
100,000
(140,000)
Weighted average exercise price
$1.12
$1.63
$1.12
-
-
-
-
-
-
-
100,000
100,000
$1.63
-
-
-
-
-
The volume weighted average remaining contractual life of share options outstanding at the end of the period was 4.32 years
(2014 : 3.46 years).
GRANT
DATE
EXPIRY
DATE
BALANCE AT
EXERCISED
EXERCISE START OF THE DURING THE DURING THE
YEAR
GRANTED
PRICE
YEAR
YEAR
FORFEITED BALANCE AT
END OF THE
YEAR
DURING THE
YEAR
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
VESTED AND
EXERCISABLE
AT END OF
THE YEAR
NUMBER
Consolidated – 2014
ESOP – Managing Director – Note 26(a)
29 Oct 2008
29 Oct 2013
$2.30
27 Oct 2010
29 Oct 2015
$1.28
15,000
40,000
-
-
23 Oct 2013
23 Oct 2018
$1.05
-
100,000
55,000
100,000
ESOP – Staff
27 Aug 2008
27 Aug 2013
$2.30
ASOP – Advisers
30 Sept 2008
30 Sept 2013
$2.70
155,000
155,000
20,270
20,270
-
-
-
-
Total
230,270
100,000
-
-
-
-
-
-
-
-
-
(15,000)
-
-
-
-
40,000
40,000
100,000
-
(15,000)
140,000
40,000
(155,000)
(155,000)
(20,270
(20,270)
-
-
-
-
-
-
-
-
(190,270)
140,000
40,000
Weighted average exercise price
$2.16
$ 1.05
-
$2.34
$1.12
$1.28
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit
expense were as follows:
Options issued, net of lapses
CONSOLIDATED
2015
$
2014
$
-
(48,235)
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 5 9
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
27 REMUNE RAT I ON OF AUD I TOR S
During the year the following fees were paid or payable for services provided by the auditor, its related practices and non-
related audit firms:
CONSOLIDATED
2015
$’000
2014
$’000
Audit services
PricewaterhouseCoopers Australian firm:
Audit and review of financial reports
120,600
104,206
Other audit related work, including audit
of entities for which a group entity is
trustee, manager or responsible entity
(gross of any amounts reimbursed)
Total remuneration
374,760
495,360
337,590
441,796
It is the Group’s policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit duties where
PricewaterhouseCoopers’ expertise and experience with the Group are important.
28 CONTINGE NT LI ABI LI TI E S
The Group had contingent liabilities at 30 June 2015 in respect of bank guarantees for property leases group entities
amounting to $438,000 (2014: $438,000).
29 COMMI TME NTS FO R E XP E ND IT URE
(a) Capital expenditure
CONSOLIDATED
2015
$’000
-
2014
$’000
-
Commitments payable within one year
(b) Operating leases
The Group leases various offices under non-cancellable operating leases expiring within 12 months to four years. The leases
have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
Within one year
Later than one year but not later than 5
years
CONSOLIDATED
2015
$’000
1,026
3,642
4,668
2014
$’000
1,030
4,670
5,700
P A G E 6 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
30 REL ATED PAR T Y TR ANSACT I ON S
(a) Parent entity
The parent entity within the Group is Fiducian Group Limited at year end.
(b) Subsidiaries
Interests in subsidiaries are set out in Note 12.
The consolidated financial report incorporate the assets, liabilities and results of the subsidiaries set out in Note 12 in
accordance with the accounting policy described in Note 1(b).
(c) Key management personnel
Disclosures relating to key management personnel are set out in Note 25.
(d) Transactions with related parties
i) Transactions between the Group and other related entities
a. Operator fee income received from related trusts
b. Trustee fee income received from related trusts
c. Recovery of group costs, such as insurance from related trusts
d. Collection of fees by Responsible Entities from the related funds.
The above transactions were on normal commercial terms and conditions and at market rates. All transactions between
Group entities are eliminated on consolidation.
(ii) Transactions with related parties of directors
a. Financial planning fees paid by Fiducian Financial Services Pty Limited to entities associated with the directors
b. Financial planning fees paid by Fiducian Financial Services Pty Limited to entities associated with relatives of the
directors
The above transactions were on normal commercial terms and conditions and at market rates.
The following transactions occurred with related parties:-
Ownership
interest1
CONSOLIDATED
2015
$
2014
$
Related trusts
Fiducian Investment Service
Operator fees income
Expense recovery
Fiducian Superannuation Service
Trustee fees income
Expense recovery
Fiducian Funds
Responsible entity fees income
Expense recovery
Nil
Nil
Nil
Entities associated with directors or their relatives
Hawkesbury Financial Services Pty Ltd2
Financial planning fees paid
Fiducian Financial Services Bondi Junction Pty Ltd3
Financial planning fees paid
3,779,488
2,746,796
376,566
355,911
9,121,465
3,348,012
8,373,323
2,923,670
5,872,640
3,566,835
248,645
270,000
211,179
209,142
162,275
130,354
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 6 1
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
30 RELATED PA R TY TR A NS AC TI ON S c o n t i n u e d
1 “Ownership Interest” means the percentage of capital of the Company held directly and/or indirectly through another
entity by Fiducian Group Limited
2 Payments to Franchisee associated with a director, F Khouri in the normal course of business in arms length transactions.
3 Payments to Franchisee associated with James Bucknell, relative of RE Bucknell, in the normal course of business in arms
length transactions.
e) Outstanding balances arising from sales/purchases of services provided
The following balances are outstanding at the reporting date in relation to transactions with related parties:-
Current receivables (income from related trusts)
2,389,381
1,800,338
2,389,381
1,800,338
2015
$
2014
$
No provisions for doubtful receivables have been raised in relation to any outstanding balances, and no expense has been
recognised in respect of bad and doubtful receivables due from related parties.
31 RECO NCILIA TION OF PR OF IT OR L OSS A F T ER IN C OME TA X T O N ET
CASH I NFLOW FR OM O PE RAT I NG A C TI VI TI ES
Profit for the year
Non-cash employee (expense)/ benefit
Depreciation,amortisation and impairment
Net (gain) loss on sale of non-current assets
Changes in operating assets and liabilities:
Change in accounts receivable
Change in income tax payable
Change in other assets at fair value
Change in trade creditors
Change in other creditors
Change in deferred income tax asset
Change in deferred income tax liability
Net cash inflow from operating activities
CONSOLIDATED
2015
$’000
4,622
( 89)
910
79
( 551)
289
-
713
908
-
(374)
6,507
2014
$’000
3,983
45
682
(24)
(149)
881
9
290
154
134
(142)
5,864
-
-
-
P A G E 6 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
32 EARNINGS PE R SHARE
CONSOLIDATED
2015 2014
Earnings per share using weighted average number of ordinary shares
outstanding during the period:-
(a) Basic earnings per share (in cents)
Profit from continuing operations attributable to the ordinary equity
of the Company
(b) Diluted earnings per share (in cents)
Profit from continuing operations attributable to the ordinary equity
14.99
12.81
and potential ordinary equity of the Company
14.93
12.75
(c) Weighted average number of shares used as the denominator
CONSOLIDATED
2015
NUMBER
2014
NUMBER
Weighted average number of shares used as the denominator:-
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options
Weighted average number of ordinary shares and potential ordinary shares used
as the denominator in calculating diluted earnings per share
30,835,861 31,015,853
119,782
142,958
30,955,643 31,158,811
(d) Reconciliation of earnings used in calculating basic and diluted earnings per share
CONSOLIDATED
Net profit and earnings used calculating basic and diluted earnings per share
2014
$’000
4,622
2013
$’000
3,983
(e) Information concerning the classification of securities
Options granted to employees under the Fiducian Group Limited Employee Share Option Plan (ESOP) are considered to be
potential ordinary shares and have been included in the determination of diluted earnings per share to the extent that they
are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the
options are set out in Note 26.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 6 3
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
33 EVENTS O CC U RR I NG A FTE R B AL A NCE DAT E /R EP ORT I NG DAT E
Subsequent to the end of the financial year, a subsidiary of the Group has acquired two portfolios of financial planning
clients with the transition to Fiducian commencing from 1 July 2015 and 1 August 2015 respectively. Under the terms of
the contracts of acquisition the Group will finance the acquisitions through a combination of cash payments and issue
of shares over the payment period. Accordingly the Group has issued 133,552 fully paid ordinary shares at $1.83 on 14
August 2015 towards payment of the first instalment of one of the above mentioned acquisitions. Further shares will be
issued during the year in accordance with the terms of each contract.
The Group has also commenced proceedings with ASIC to deregister its two dormant subsidiaries details of which are
provided in Note 12 of these financial statements.
To the date of this report, the Group has not bought back any shares off the market ( 2014: Nil).
Other than this there has not arisen in the interval between the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature likely in the opinion of the directors of the Group, to affect
significantly the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent
years.
34 FINANCIA L RI SK MANAGE M EN T
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity
risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group.
The Group holds the following financial instruments:-
CONSOLIDATED
2015
$’000
12,374
7,238
-
19,612
2014
$’000
11,194
4,939
106
16,239
5,073
4,395
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through profit or loss
Financial liabilities
Trade and other payables
(a) Market risk
(i) Foreign exchange risk
The Group has limited operations outside Australia and is not exposed to any material foreign exchange risk.
(ii) Interest rate risk
The Group’s main interest rate risk arises from deposits in Australian Dollars, and short-term loans to staff and planners. The
group has no borrowings.
Cash at bank and on deposit
Staff & financial planner loans
30 JUNE 2015
30 JUNE 2014
Weighted
average
interest rate
%
1.7%
5.1%
Weighted
average
interest rate
%
2.1%
5.3%
Balance
$’000
12,374
4,016
16,390
Balance
$’000
11,194
2,268
13,462
P A G E 6 4 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
34 FINAN CI AL RIS K MANAGE MEN T C O N TIN UED
Bank deposits are at call and staff and planner loans have terms extending between 1 and 7 years, and may be repayable
sooner in certain circumstances. Interest rates are reviewed and adjusted at least quarterly.
The Group’s main interest rate risk arises from cash and cash equivalents with variable interest rates. At 30 June 2015 if
interest rates change by +/- 100 basis points (2014: +/- 100 basis points) from the year end rates with all other variables
held constant, post-tax profit would have been $115,000 higher or lower (2014: $ 94,000).
(b) Credit risk
The Group has negligible credit risk from receivables, as management fee and financial planning income is received within
one month of it falling due, and financial planning fees are only paid following the receipt of this income.
The credit quality of other financial assets can be assessed against external credit ratings as follows:
Cash and cash equivalents
AA-
Investment in related trust
Unrated
Loans to staff and financial planners
CONSOLIDATED
2015
$’000
12,374
12,374
2014
$’000
11,194
11,194
-
106
Unrated
4,016
2,268
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised on
this page.
(c) Liquidity risk
The Group maintains sufficient liquid reserves to meet all foreseeable working capital, investment and regulatory licensing
requirements. The Group has no undrawn credit or other borrowing facilities in place.
CONSOLIDATED
2015
$’000
5,073
-
5,073
2014
$’000
4,119
276
4,395
Due in less than 1 year
Due between 1 and 2 years
(d) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurements or for
disclosure purposes.
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities ( level1 )
(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices) (level 2), and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3)
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 6 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
34 FINANCIA L R IS K MAN AG E MEN T C O N TIN UED
(d) Fair value estimation (continued)
The following table presents the Group’s assets and liabilities measured and recognised at fair value according to the fair
value hierarchy at 30 June 2015. The Group did not have any assets or liabilities recognised at fair value as at that date.
At 30 June 2015
Level 1
$’000
Level 2
$’000
Level 3
$’000
Level 4
$’000
Recurring Fair Value measurements
Assets
Other financial assets at fair value through
profit or loss
Investment in related trust
Total assets
-
-
-
-
-
-
-
-
At 30 June 2014
Level 1
$’000
Level 2
$’000
Level 3
$’000
Level 4
$’000
Recurring Fair Value measurements
Assets
Other financial assets at fair value through
profit or loss
Investment in related trust
Total assets
-
-
-
-
106
106
106
106
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price
used for financial assets held by the Group is the current bid price. These instruments are included in level 1. The Group
holds none of these investments.
The fair value of financial instruments that are not traded in an active market (for example, debt investments and derivative
financial instruments) is determined using valuation techniques. These instruments are included in level 2. The Group held
none of these investments during the year.
In the circumstances where a valuation technique for these instruments is based on significant unobservable inputs, such
instruments are included in level 3. The Group’s accounting policy is to value the investment in related trust at fair value
through profit or loss, this was difficult as a result of a redemption freeze. As at 30 June 2015 the Group did not hold any
Level 3 investments.
The following table presents the changes in level 3 instruments for the year ended 30 June 2015:
Investment in related trust -
Opening balance
Transfers in to level 3
Capital distribution
Fair value (Loss) recognised in Statement of
Comprehensive Income
CONSOLIDATED
2015
$’000
106
-
(106)
-
-
2014
$’000
155
-
(40)
276
106
P A G E 6 6 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
34 FINANCIA L R IS K MAN AG E MEN T C O N TIN UED
(d) Fair value estimation (continued)
The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short-term
financial liabilities for disclosure purposes is estimated by nature.
(e) Assets and liabilities not carried at fair value but for which fair value is disclosed
The following table analyses within the fair value hierachy the Group’s assets and liabilities not measured at fair value at 30
June 2015 but for which fair value is disclosed:-
At 30 June 2015
Assets
Cash and cash equivalents
Trade and other receivables (excluding loans)
Business development and staff loans
Total assets
Liabilities
Trade and other payables
Total Liabilites
At 30 June 2014
Assets
Cash and cash equivalents
Trade and other receivables (excluding loans)
Business development and staff loans
Total assets
Liabilities
Trade and other payables
Total Liabilites
Level 1
$’000
12,374
-
-
12,374
5,073
5,073
Level 1
$’000
11,194
-
-
11,194
-
-
Level 2
$’000
Level 3
$’000
-
-
-
-
-
-
-
3,222
4,016
7,238
-
-
Level 2
$’000
Level 3
$’000
-
-
-
-
-
-
-
2,671
1,672
4,343
4,553
4,553
Level 4
$’000
12,374
3,222
4,016
19,612
5,073
5,073
Level 4
$’000
11,194
2,671
1,672
15,537
4,553
4,553
Assets and liabilities included in this table are carried at amortised cost; their carrying value is a reasonable approximation of
fair value.
Cash and cash equivalents include cash in hand, deposits held with bank and other short-term investments in an active
market.
Trade receivables include the contractual amount for settlement of the trade debts due to the Group. The carrying amount
of the trade receivables are assumed to approximate their fair values due to their short term nature.
Trade and other payables inlcude amounts due to creditors and accruals and represent the contractual amounts and
obligations due by the Group for expenses. The carrying amount of the trade and other payables are assumed to
approximate the fair value due to their short-term nature.
Business development and staff loans represents contractual payments by advisers and staff over the period of loan. Loans
classified as current have not been discounted as the carrying values are a reasonable approximation of fair value due to
the short-term nature. Non-current loans have been valued at the present value of estimated future cash flows discounted
at the original effective interest rates of the loans.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 6 7
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
35 UN CONSOL I D ATE D S TR U CT UR ED EN TI TI ES
A structured entity is an entity that has been designed so that the voting or similar rights are not the dominant factor in
deciding who controls the entity and the relevant activities are directed by means of contractual arrangements.
A subsidiary of the Group, Fiducian Investment Management, acts as Responsible Entity (“RE”) for the Fiducian Funds and
has significant influence over the funds due to its power to participate in financial and operating policies of the investee
through the powers vested in it by the various contractual agreements.The Group considers all these funds to be structured
entities. The RE receives management fees and netting fees from the funds. Except as indicated in Note 13, the Group
does not invest in any of the funds it manages nor have any other forms of involvement such as the provision of funding,
liquidity support or providing guarantees. Despite this, the Group has determined that it has an interest in the funds based
on the variability of returns from management fees it receives linked to the net asset valuation of the respective funds.
The funds’ objectives range from acheiving medium-to long-term capital growth and their investment strategy does not
include the use of leverage. The funds finance their operations by issuing redeemable units which are puttable at the
holder’s option and entitle the holder to a proportional stake in the respective fund’s net assets.
The nature and extent of the Group’s interest in the funds has been aggregated and is summarised below :-
Type of Fund
Australian Equity Funds
Global Equity Funds
Property Fund
Diversified Funds
Technology Fund
Fixed Interest Fund
Accrued
Income*
$’000
Financial
Assets**
$’000
Maximum
Exposure
to Loss
$’000
Fund Net
Asset Value
$’000
Fund’s
Investment
Portfolio
$’000
275
331
54
106
66
4
-
-
-
-
-
-
275
331
54
106
66
4
365,469
270,644
74,845
539,848
30,691
88,665
363,886
272,212
75,459
539,234
30,639
88,412
*shown as Other receivables in Current Assets under trade and other receivables subheading in the Statement of Financial
Position.
**shown as Non current assets – Other financial assets at fair value though profit and loss (refer to Note 13 for details).
Unless specified otherwise, the Group’s maximum exposure to loss is the total of its on-balance sheet position as at the
reporting date. There are no additional off balance sheet arrangements which would expose the Group to potential loss.
During the year the Group earned management fees and netting fees from the structured entities.
A subsidiary of the Group, Fiducian Portfolio Services Ltd, acts as the trustee of the Fiducian Superannuation Service under
the provisions of the Trust deed for the fund. Due to its fiduciary and statutory obligations to manage the assets of the
trust on behalf of the beneficiaries, the Group exercises significant influence over the superannuation fund and therefore
the superannuation fund is considered a structured entity as defined above. For its service the subsidiary receives a
management fee for managing the investment from the members of the fund. In addition to this the subsidiary is entitled
to reimbursement of expenses incurred by it in the operation of the service (for details refer to note 6).
The nature and extent of the subsidiary’s interest in the fund is summarised below :-
Type of Fund
Accrued
Income
Financial
Assets**
Maximum
Exposure
Fund Net
Asset Value
Fiducian Superannuation Service
$’000s
1,248
$’000s
-
$’000s
1,248
$’000s
889,522
Fund’s
Investment
Portfolio
$’000s
889,427
P A G E 6 8 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S C O N T I N U E D
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 5
36 P ARENT ENTI TY F I NANCI A L IN F OR MA TI ON
The stand alone summarised financial statements of the Company from the date it commenced operations following the
restructure of the Fiducian Group are as follows:-
30 JUNE 2015
$’000
7,459
10,419
17,878
2,470
-
2,470
15,408
6,366
42
9,000
15,408
9,000
(a) Balance sheet
Current Assets
Non Current Assets
Total Assets
Current Liabilities
Non Current Liabilites
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Retained Earnings
Equity
(b) Profit for the period (1 March to 30 June)
Dividend from subsidiary*
*Dividend from Fiducian Portfolio Services Limited, the
previous holding company and operating group entity,
on 1 March 2015 following the restructure and
establishment of the Company as the parent entity of the
Fiducian Group.
(c) Total comprehensive income
-
(d) Contingent liability of the parent entity
The Company did not have any contingent liabilities as at
30 June 2015.
(e) Contractual commitments for the acquistion of property,
plant or equipment.
As at 30 June 2015 the Company did not have any
contractual commitments for the acquistion of property,
plant or equipment.
(f) The Company commenced operations on 1 March 2015
and hence there are no comparatives for the previous year.
37 D EED OF C R OSS-GU ARA NT EE
Following the scheme of restructure, the Company entered into a deed of cross-guarantee, substantially in the form of
ASIC Pro Forma 24 with each wholly owned member of the Fiducian Group. The effect of the deed of cross-guarantee is
that each member that has entered into the deed, guarantees to each creditor of any member of the Fiducian Group that
has entered into the deed payment in full of any debt owed to that creditor in the event of a winding up of that relevant
member of the Fiducian Group.
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 6 9
D I R E C T O R S ’ D E C L A R A T I O N
In the directors’ opinion:
(a) the financial statements and notes set out on pages 27 to 69 are in accordance with the Corporations Act 2001,
including
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2015 and of
their performance for the financial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
(c) the date of this declaration, there are reasonable grounds to believe that the members of the wholly owned group
identified in note 12 will be able to meet any obligations or liabilites to which they are, or may become subject by
virtue of the deed of cross guarantee described in note 37.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by
the International Accounting Standards Board.
The directors have been given the declarations by the Managing Director and Chief Financial Officer required by section
295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
I Singh
Director
Sydney,
27 August 2015
P A G E 7 0 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 7 1
P A G E 7 2 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 A N N U A L R E P O R T 2 0 1 5
This page has been left blank intentionally
A N N U A L R E P O R T 2 0 1 5 F I D U C I A N G R O U P L I M I T E D A C N 6 0 2 4 2 3 6 1 0 P A G E 7 3