ANNUAL
REPORT
FIDUCIAN GROUP LIMITED | 2017
ABN 41 602 423 610
New South Wales
Office Locations
Abbotsford
Ballina
Bathurst
Bondi Junction (x2)
Castle Hill
Caves Beach
Coffs Coast
Gosford
Hunter
Kellyville
Ku-ring-gai
Lane Cove
Macarthur
Manly
P A G E B
Tweed Heads
Walcha
Windsor
Tamworth
Newcastle
Ourimbah
Randwick
Roseville
Southern Highlands
St Ives
Sydney CBD
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED CONTENTS
FINANCIAL HIGHLIGHTS
FIVE YEAR FINANCIAL SUMMARY
JOINT REPORT OF THE CHAIRMAN
AND THE MANAGING DIRECTOR
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
3
5
6
13
25
27
28
29
30
31
32
69
70
76
78
P A G E 1
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED Australian Capital Territory
Office Location
Canberra
P A G E 2
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED FINANCIAL HIGHLIGHTS
FOR 2017
UNPAT up
24%
to $8.7mil
FUMAA up
20%
to $5.7bil
Dividends up
28%
to 16.00 cents
67
Aligned Planners
& Associates
103 Staff
around Australia
from over 20
different countries
of origin
Flagship funds performance ranking
for three years to 30 June 2017
against all funds on leading surveys
1/188
Growth
Ultra Growth 2/115
4/188
Balanced
7/120
Cap Stable
44 Offices
across Australia
$97mil
Funds Under Advice
acquired in 2016-17
P A G E 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED Queensland
Office Locations
Buderim
Caboolture
Gold Coast
Sunshine Coast
P A G E 4
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED FIVE YEAR FINANCIAL SUMMARY
FOR THE YEARS 2013 TO 2017
FINANCIAL HISTORY
2017
$’000
2016
$’000
2015
$’000
2014
$’000
2013
$’000
FINANCIAL PERFORMANCE
Gross Revenue
Underlying Net Profit After Tax (UNPAT)
Statutory Net Profit After Tax (NPAT)
Cost To Income Ratio (CTI) - ex amortisation %
40,752
35,451
26,253
22,874
22,106
8,710
7,512
60%
7,036
5,839
63%
5,748
4,622
62%
4,501
3,983
63%
3,719
3,270
70%
FINANCIAL POSITION
Total Assets
Total Equity
Cash
SHAREHOLDER INFORMATION
Number of shares outstanding
Market Capitalisation (in $ mil)
EPS based on UNPAT (in cents)
Dividends (in cents)
Share Price - 30 June closing (in $)
36,277
27,620
9,548
33,690
24,127
9,691
28,770
21,191
12,374
26,363
19,351
11,194
22,446
18,320
9,440
31,264,368 31,110,855
30,883,398
30,757,897
31,532,429
128
27.8
16.0
4.09
72
22.6
12.5
2.31
53
18.6
10.0
1.70
50
14.6
9.1
1.62
32
11.8
6.8
1.03
FOR THE FIVE YEARS 2013 TO 2017
24%
Annualised
Profit Growth
24%
Annualised
EPS Growth
10%
CTI %
Reduction
P A G E 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED JOINT REPORT
OF THE CHAIRMAN
AND THE
MANAGING
DIRECTOR
Highlights
• Funds Under Management Advice & Administration up 20%
• Net underlying profit after tax up 24%
• Basic underlying earnings per share up 23%
• Established position as a comprehensive financial services provider of
Platform Administration, Funds Management, and Financial Planning
P A G E 6
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED 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 2017
FINANCIAL INFORMATION
RESULTS FOR 2017
The Fiducian Group result continues to show positive
momentum in operational activity and application of the
Board’s strategy to grow the business.
Consolidated Operating Revenue increased by 15% and
consolidated Net Revenue increased by 16% driven by
business growth. Gross margin remained at 74%
(2016: 74%)
During the year Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation (Underlying EBITDA)
increased by 26% to $12.22 million. Underlying Net Profit
After Tax (UNPAT) is $8.71 million an increase of 24% over
the 2016 results. This represents an Underlying earnings
per share of 27.8 cents which is 23% ahead of the 2016
results. Underlying NPAT does not include amortisation or
one off costs and therefore gives a clearer picture of the
Group’s cash generating ability going forward.
The Statutory Net Profit for the consolidated entity after
providing for income tax was $7.51 million (2016: $5.84
million), an increase of 29%.
FINANCIAL HIGHLIGHTS
Year Ending 30 June ($ in thousands)
Operating Revenue*
Fees and Charges paid*
Net Revenue
Gross Margin
Underlying EBITDA
Depreciation
Tax on underlying earnings
Underlying NPAT (UNPAT)
Amortisation
Income from Client Servicing Rearrangement (net of tax)
Statutory NPAT
Basic EPS based on UNPAT (in cents)
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In summary, all major operating divisions contributed
positively to the result.
Cash operating expenses have increased by 9.9% in 2017
(2016 increased by 25.3%). The Board is comfortable
with the increase which is to support the Group’s growth
initiatives and revenues.
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 race,
gender, sexual orientation, religion, national or ethnic
origin, age or disability and skills to participate and receive
recognition, reward and management responsibility
commensurate with their performance. Some staff
positions changed during the year which allowed for
a refreshing of some positions. Employees are from 20
different countries of origin, 45% are female with 31% in
senior roles and 25% are over 55 years of age.
The combined Funds under Management, Administration
and Advice (FUMAA) have steadily grown by 59% over the
past 3 years to $5.68 billion as at June 2017.
2017
2016 % CHANGE
40,752
35,451
15%
(10,480)
30,272
74%
12,220
(86)
(3,424)
8,710
(1,233)
35
7,512
27.8
(9,385)
26,066
74%
9,673
(100)
(2,537)
7,036
(1,197)
-
5,839
22.6
16%
26%
24%
29%
23%
Basic EPS based on NPAT (in cents)
24.0
18.8
Funds Under Management, Advice and Administration (FUMAA)
5,678 Mil
4,736 Mil
20%
P A G E 7
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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FUMAA (IN $ BIL)
6.00
5.00
4.00
3.57
3.84
4.08
+59%
4.74
4.39
5.68
5.15
3.00
2.00
1.00
-
P A G E 8
Jun 14
Dec 14
Jun 15
Dec 15
Jun 16
Dec 16
Jun 17
FUM FUA
FUAdm
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
8.90 cents per share has been declared which will bring
the total fully franked dividend declared for the 2017
financial year to 16.00 cents, an increase of 28%
(2016: 12.50 cents). The full year dividend represents
67% of the statutory NPAT for the year. The final dividend
will be paid on 13th September 2017 on issued shares
held on 30th August 2017.
ACQUISITIONS
During the year the Group has acquired around
$97 million of Funds Under Advice for our salaried &
franchised planners. The financial planners are now
operating under a Fiducian licence and starting to
contribute to our revenue. 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 $2.14 billion.
ON MARKET BUY-BACK
During the year, there was no buy-back of shares
(2016: NIL shares). There are 31.26 million shares on issue
at year end (2016: 31.11 million).
CASH FLOW
Net operating cash flows of $8.6 million were achieved
(2016: $5.5 million). After adjusting for investing activities
($4.5 million) and financing activities ($4.2 million) net
cash decreased by $0.1 million (2016: decrease
$2.7 million). Cash at year end was $9.5 million
(2016: $9.7 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,
100,000 options (2016: 100,000) will be issued to the
Managing Director in accordance with the contract of
employment subject to approval at the Annual General
Meeting. These options will be issued at $3.77, a discount
of 5% over the average price in June and may be
converted to shares by making a payment of their value to
the company after 1 year and within 5 years. Options are
only granted when the profit or share price increases by
more than 15% growth over the previous year.
FINANCIAL PLANNING
During the year Funds under Advice grew from $1.82
billion in June 2016 to $2.14 billion in June 2017 due to
acquisitions of financial planning businesses, increases in
net inflows and rising financial markets. 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 program that
differentiates our financial planners from the marketplace
and enables them to deliver superior quality advice in a
compliant manner continues. As a consequence, client
retention remains high.
Going forward, our focus will remain on generating inflows
through organic and inorganic growth. This implies
further acquisitions of financial planning client bases that
satisfy our strict quality criteria and as well, expanding the
franchisee network so we can continue to assist clients
who wish to achieve their financial and lifestyle goals using
our processes.
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 48.8% of funds under advice. Acquisitions made
during the year have assimilated well into our existing
presence in Victoria and should add to our results.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
FRANCHISED OFFICES
Franchised offices now comprise around 51.2% of our
funds under advice. We have a total of 37 franchised
financial planners nationally whom we continue to assist
through practice development, marketing, financial
planning software and investment products and
strategies. In addition, referral arrangements continue to
be initiated with accountants, some of whom are showing
an interest in holistic financial planning. As a consequence
we now have 9 accounting practices in our ‘Associate’
franchisee program which aims to convert them to a
full operating franchise when educational and training
programs are completed.
BUSINESS SERVICES
Fiducian Business Services (FBS) is our subsidiary company
established to provide support to accountants for
bookkeeping, accounts preparation and self-managed
superannuation fund administration. It operates as
Fiducian Accountants & Business Advisers (FABA) in
New South Wales out of our Sydney CBD financial
planning office. FBS has now been given a mandate to
focus on growing its Self Managed Superannuation Fund
administration business.
PLATFORM ADMINISTRATION
Platform Administration offers portfolio wrap
administration for superannuation and investment services
to financial planners as well as Managed Discretionary
Accounts (MDAs) which offer investors direct access
to a small number of shares that are managed for
them. Negotiations are underway with prospects who
could use our services to administer their client share
and fund portfolios, also called Separately Managed
Accounts. We have both the capability and capacity to
offer this administration service to the external market in
conjunction with the services we currently provide to our
own platforms.
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 19.6 %
to $1.58 billion (2016: $1.32 billion).
We have experienced strong growth in Net Fund inflows
driven by our salaried and franchisee financial planners
(see graph next column.) We expect this positive trend to
continue.
INDEPENDENT FINANCIAL PLANNERS (IFAs)
Funds under administration for IFAs are around 7.61% of
NET FUNDS INFLOWS - SIX MONTHLY (IN $ MIL)
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100.00
75.00
50.00
25.00
-
Jun 14
Dec 14
Jun 15
Dec 15
Jun 16
Dec 16
Jun 17
total funds under administration. Efforts are underway to
build new relationships and increase net inflows from
non-aligned financial planner groups, in particular through
SMA administration services.
SUPERANNUATION
The Superannuation Trustee Board established for our public
offer, superannuation wrap fund in March 2015 with equal
independent directors is now fully operational. The Board is
supported by the office of Superannuation Trustee and has
outsourced key operational process to other specialist service
providers.
FUNDS MANAGEMENT
Fiducian manages clients’ investments through its Manage
the Manager system of investing. We carefully select a range
of investment managers and blend them in our funds to
advise on or manage this money through mandates or their
funds. In this way, we seek to deliver above average returns
over the short to medium term and deliver superior returns,
compared with our peers, over the longer term.
The process also has the potential to reduce volatility while
providing liquidity and transparency.
There were some notable performances over the three
year return period for our flagship diversified funds. The
performances of these funds to end of June 2017 are
reported in the Morningstar Investment Performance Survey.
The Growth and Balanced Funds were ranked 1st and 3rd
out of 192 funds, the Capital Stable Fund was ranked 20th
out of 122 funds and the Ultra Growth Fund was ranked 5th
out of 127 funds on the survey. Over the last ten years, thirty
seven annualised returns are reported for them of which
thirty six results were ranked in the top quartile against
Australian and International investment managers. This is an
outstanding achievement.
P A G E 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 1 0
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. The improvements now in place
provide integration with our on-line reporting tools
and financial planning software, ‘FORCe’ and as well,
give greater flexibility to administer a wider range of
investments. Further improvements towards electronic
application and processing which allow flexibility to
administer different configurations of products are
currently being developed. A key feature was the timely
development and implementation of system changes
required by 30 June 2017 to administer a raft of new
superannuation legislation with respect to contributions
and pension caps.
HUMAN RESOURCES
MANAGEMENT AND STAFF
There were only a few staff changes during the year,
largely at the junior levels. Effective reporting processes
are in place for all subsidiaries which enhance Group
Board oversight of our business activities. Key performance
indicators have been documented for management in
each area of the business to monitor their performance.
Fiducian is an equal opportunity employer. Any person
irrespective of race, gender, sexual orientation, religion,
national or ethnic origin, age or disability is provided a
similar opportunity to work and rise to seniority within
the company subject to their skills, qualifications and
experience for the role. There are persons from 20 different
nationalities employed at Fiducian
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
identified measures 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 the plan.
COMMUNITY SUPPORT
Fiducian continues to raise funds for charity. Sponsorship
has also been extended to community organisations and
sporting teams linked to our planning network. Vision
Beyond AUS, a charity supported by the Fiducian Group,
has grown to assist hospitals in India, Myanmar, Nepal
and Cambodia. Over 24,000 men, women and children
who live in abject poverty have now had their eyesight
restored. We intend to continue our charitable support to
the community.
CURRENT ECONOMIC AND
MARKET ENVIRONMENT
Our economic analysis indicates that although there was
some slowing of global activity early in calendar 2016 the
general economic activity seems to be steadily 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, unfortunately elevated
corporate tax rates, a high minimum wage rate and rising
electricity prices which are holding back the economy may
not be resolved in a senate where a few independents
are able to block any reform agenda. Nevertheless, we
feel that the US should strengthen in 2018 and a modest
recovery is likely in Europe. China and India should also
continue to grow and support global growth. On the
other hand, share markets now appear reasonably valued
and while the spectre of an interest rate rise in the US
remains, share markets could see some head winds
appearing to moderate the rate of their recent strong
gains. 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. As a consequence, when interest rate rises occur,
they are likely to be modest. This environment sets the
scene for some moderation in expectations of returns
from financial markets.
As always, we recommend that investors should consult a
Fiducian financial planner to develop a financial plan with
a diversified investment strategy that could help them
achieve their financial goals.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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OUTLOOK
The Board expects profit growth to continue steadily in the coming year as management continue to focus on realizing
the 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 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 continue to build scale and maintain its acquisition
and distribution growth strategy to 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
17 August 2017
Inderjit (Indy) Singh
Managing Director
17 August 2017
Fiducian Supported Charity - Vision Beyond AUS
• Registered charitable fund with tax deductible gift recipient status
• Dedicated to restore eyesight for people living in poverty
• Operating across 4 countries / 7 hospitals
• Over 24,000 men, women & children eyesight restored
P A G E 1 1
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
Western Australia
Office Location
South Perth
P A G E 1 2
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED DIRECTORS’
REPORT
Tasmania
Office Locations
Devonport
Hobart
Launceston
P A G E 1 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED 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 2017.
DIRECTORS
The following persons were directors of Fiducian Group Limited during the financial year and up to the date of this report:
R Bucknell
I Singh
F Khouri
S Hallab (Appointed 12 August 2016)
C Stone (Resigned 20 October 2016)
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 its wholly owned
subsidiary, Fiducian Investment Management Services Limited
(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
Dividends paid to members during the financial year were as follows:
Final ordinary fully franked dividend for the year ended 30 June 2016 of 7.00 cents
(2015: Fully franked 5.50 cents) per share paid on 12 September 2016.
Interim ordinary fully franked dividend for the year ended 30 June 2017 of 7.10 cents
(2016: Fully franked 5.50 cents) per share paid on 13 March 2017.
Total dividends paid during the year
2017
$’000
2,180
2016
$’000
1,706
2,220
1,711
4,400
3,417
In addition to the above, since the end of the financial year, the directors of the parent entity, Fiducian Group Limited
have declared a final fully franked dividend for the year ended 30 June 2017 of 8.90 cents per ordinary share held at
30 August 2017 and payable on 13 September 2017.
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ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
REVIEW OF OPERATIONS
A summary of consolidated revenues and results by significant industry segments is set out below:
SEGMENT REVENUES
SEGMENT RESULTS
Funds Management
Superannuation1
Financial Planning
Administration
Business Services
Intersegment Sales1
Profit from ordinary activities before income tax expenses
Income tax expenses
Net profit attributable to members of Fiducian Group Limited
2017
$’000
10,169
4
14,943
14,966
670
-
40,752
2016
$’000
10,578
6,544
13,228
13,224
975
(9,098)
35,451
2017
$’000
5,773
1
74
5,455
(367)
2016
$’000
4,501
6
23
4,251
(405)
10,936
(3,424)
7,512
8,376
(2,537)
5,839
1 With effect from 1st July 2016 the Group has changed the policy for recording income and expenses relating to the superannuation
segment to closely align with the underlying processes of recording these items. Accordingly, income and expenses payable to the internal
service providers are recorded in their books directly and not routed through the Registrable Superannuation Entity (RSE). This has also
obviated the need for elimination of intersegment sales.
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 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 8.90 cents per
share, bringing the full year dividend to 16.00 cents per share (2016: 12.50 cents per share).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In continuation of the strategy to expand the financial planning network, the Group has provided funding for the
acquisition of two financial planning businesses in Victoria and one in New South Wales. It is estimated that these
businesses could contribute an additional $80 million in funds under advice to the Group.
The Group also made a bolt-on acquisition to the office in Melbourne. This business is estimated to contribute
$17 million in funds under advice.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Other than the declaration of dividend after the end of the financial year, 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 Company, 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, there are no likely developments that may have significant impact on the expected results of operation of the
Group.
ENVIRONMENTAL REGULATION
The Group is not subject to significant environmental regulations under a Commonwealth, State or Territory law.
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ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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EMPLOYEE DIVERSITY
Fiducian is proud to be an equal opportunity employer. It endorses diversity and currently has a number of employees that
bring different skill-sets from their countries 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 gender, ethnic backgrounds,
ages and skills to participate and receive recognition, reward and authority commensurate with their performance.
Employees are comprised of staff from over 20 countries of origin, 25% over 55 years, and 45% female with 31% in
senior roles.
The Group’s current gender diversity report is available to be viewed on the Group website.
KEY MANAGEMENT PERSONNEL DISCLOSURES
(A) DIRECTORS
The following persons were directors of Fiducian Group Limited during the financial year:
Chairman (non-executive)
R Bucknell
Executive director
I Singh - Managing Director
Non-executive directors
F Khouri
S Hallab (appointed 12 August 2016)
C Stone (resigned on 20 October 2016)
(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 51 years
as a Chartered Accountant.
Other current directorships in listed entities
None
Former directorships in the last 3 years
Fiducian Portfolio Services Limited, which was de-listed on the ASX on 24 February 2015 at the time of restructure.
Special responsibilities
Chairman of the Group, the Remuneration Committee, and the Group Audit Risk and Compliance Committee.
Interest in shares and options
583,000 ordinary shares in Fiducian Group Limited.
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 28 years.
Other current directorships in listed entities
None
Former directorships in the last 3 years
Fiducian Portfolio Services Limited, which was de-listed from the ASX on 24 February 2015 at the time of restructure.
Special responsibilities
Managing Director
Interest in shares and options
10,523,851 ordinary shares in Fiducian Group Limited.
100,000 options for ordinary shares in Fiducian Group Limited
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
F G Khouri B Bus, FCPA, CTA 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 a partner in the firm HG Khouri & Associates.
Other current directorships in listed entities
None
Former directorships in the last 3 years
Fiducian Portfolio Services Limited, which was de-listed on the ASX on 24 February 2015 at the time of restructure.
Special responsibilities
Member of the Audit Risk and Compliance Committees for both the Group and Superannuation Fund, and member of
the Group and Superannuation Trustee Remuneration Committees.
Interest in shares and options
268,323 ordinary shares in Fiducian Group Limited
S Hallab B Ec (Accnt & Law), CA, GAICD, FAIST Independent non-executive director
Experience and expertise
Appointed to the Board 12 August 2016. Chartered Accountant and registered company auditor. Has over 35 years
experience in finance and superannuation.
Other current directorships in listed entities
Company Secretary of Ensurance Limited (ASX Code: ENA). He was appointed to this role on 1 February 2017.
Former directorships in the last 3 years
None
Special responsibilities
Member of the Audit Risk and Compliance Committee, and member of the Remuneration Committee.
Interest in shares and options
Nil ordinary shares in Fiducian Group Limited
C H Stone
Mr Stone resigned from the Board before the end of financial year and therefore he has not been included
for the purpose of the disclosure relating to the key management personnel. However, Mr Stone has been
included in the remuneration report.
(C) COMPANY SECRETARY
The company secretary is Mr I Singh CFP, BTech, M Comm. (Bus), ASIA, ASFA, Dip. FP. Mr. Singh has been the secretary
since inception in 1996, and is supported by legal general counsel employed by the Group.
(D) MEETINGS OF DIRECTORS
The numbers of meetings of the company’s board of directors and of each board committee held during the year ended
30 June 2017, and the numbers of meetings attended by each director were:
MEETINGS OF DIRECTORS
MEETINGS OF COMMITTEES
BOARD
AUDIT RISK &
COMPLIANCE
REMUNERATION
R Bucknell
I Singh
F Khouri
S Hallab
C Stone
A
7
7
7
6
3
B
7
7
7
6
3
A
8
-
8
4
4
B
8
-
8
4
4
A
2
-
2
1
1
B
2
-
2
1
1
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.
The Board and Commitees have discharged their obligations during the year as required by their respective charters.
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(E) OTHER KEY MANAGEMENT PERSONNEL
Mr I Singh as Managing Director of Fiducian Group Limited, had authority for and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly, during the financial year ended 30 June 2017. 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 included in the Director’s 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 to market practice for delivery of reward. The Board seeks to ensure
that executive reward satisfies the following key criteria for good governance practices:
•
•
•
•
•
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
capital management
(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
not entitled to options under the Employee and Director Share Option Plan.
Directors’ fees
The current base remuneration was last reviewed in July 2017. The Chairman and Non-executive directors are paid a
fixed fee for participation in Board and Committee meetings plus a fee based on time spent on any additional 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 is $450,000 a year which was approved
by shareholders’ at the Annual General Meeting on 20 October 2016.
Retirement allowance for directors
There are no retirement allowances for non-executive directors other than superannuation accumulation arising from
any contributions made by them directly or as required from their renumeration.
(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,
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
participation in the 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
Short term performance incentives
Long term incentives through the Fiducian Group Limited Employee Share Option Plan, and
Retirement benefits
The employment agreement may be terminated by either party with six months notice
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 salary that comprises the fixed component of salary 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 salary increases fixed in the executive’s contract.
Short-term incentives (STI)
The STI aims to provide an incentive to Key Management Personnel to act in the best interests of the Fiducian Group
(Company), it shareholders, clients, staff and all stakeholders, such that the Company achieves and possibly exceeds its
targets for the financial year. In setting or paying a STI or bonus, the Remuneration Committee ensures that a bonus
does not encourage undue risk taking that would be detrimental to any part of the Company or its clients
Board policy dictates that the Managing Director’s performance for a financial year is reviewed and evaluated by the
Remuneration Committee. The cornerstone to assessing the performance of the Managing Director is the fulfilment of
three broad objectives namely:
a) Activities that ensure delivery of quality output to standards and timeliness which ensure compliance with
statutory guidelines and as well, enhance customer and stakeholder relationships;
b) Production of results and growth outcomes that enable Business Plan objectives to be achieved; and
c) Leadership, management of staff, strengthening good corporate culture and managing risks.
Key Performance Indicators (KPIs) of the Managing Director which are a composite of the KPIs of all senior managers
who directly report to him. The business and operating areas considered are Financial Planning, Funds Management,
Platform Administration, Risk Management, Legal, Information Technology, Marketing, Finance and Business
Development & Distribution. Each business area senior manager has a number of underlying KPIs that lie within the
broad objectives a), b), and c) outlined above. The underlying KPIs of each senior manager may differ and depend on
their roles and responsibilities. The Managing Director sets the underlying KPIs for each senior manager and so each
business area has a number of performance measures required to be delivered during the year.
Achievement by senior managers of all the KPIs identified for them would satisfy the Board that sufficient personal
exertion has been contributed towards achievement of the targets set in the Business Plan for the year, which is
approved by the Board. A failure to achieve or deliver on any KPI item within the three broad objectives by any business
area stated above is therefore considered a failure by the Managing Director to achieve all his KPIs.
The Remuneration Committee uses both objective and subjective measures in its evaluation and on the basis of the
above methodology, the Managing Director achieved 84% of the KPIs set for the Fiducian Group.
The employment contract with the Managing Director stipulates that a maximum of 20% of that year’s fixed
remuneration should be paid to the Managing Director if all KPIs are satisfied. The Managing Director was therefore
entitled to a STI of $86,585. The Managing Director however chose to take a lesser amount of $40,000.
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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 of June market value for ordinary shares in the company:
increasing by more then 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 the shareholders of 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
Non-executive Chairman
I Singh
Managing Director & Company Secretary
F Khouri
Non-executive Director
S Hallab
Non-executive Director (Appointed 12 August 2016)
• C Stone
Non-executive Director (Resigned 20 October 2016)
Amounts of remuneration
Details of the remuneration of the key management personnel are set out in the following table:
2017
NAME
SHORT-TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-
BASED
PAYMENT
CASH
SALARY
& FEES
CASH
BONUS
NON-MON-
ETARY
BENEFITS
SUPERAN-
NUATION
RETIRE-
MENT
BENEFITS
OPTIONS
TOTAL
$
$
$
$
$
$
$
Non-executive directors
R Bucknell1,2
(Chairman)
F Khouri3
C Stone4
S Hallab5
Executive directors
I Singh6
Totals
113,000
84,562
13,361
25,543
-
-
-
-
515,384
40,000
751,850
40,000
-
-
-
-
-
-
8,033
1,269
2,427
19,615
31,344
-
-
-
-
-
-
-
-
-
113,000
92,595
14,630
27,970
51,265
626,264
51,265
874,459
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 $217,240 for financial planning services paid to companies in which Mr Khouri has an interest in
his capacity as a financial planner.
4 The remuneration of Mr Stone relates to the period of 1 July 2016 till 20 October 2016 when Mr Stone resigned as
Director of the parent entity.
5 The remuneration of Mr Hallab relates to the period commencing from 12 August 2016 when Mr Hallab was appointed as
Director of parent entity.
6 Mr I Singh is entitled to 100,000 options in respect of the year ended 30 June 2017. These are subject to approval at the
Annual General Meeting.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
2016
NAME
Non-executive directors
R Bucknell1,2
(Chairman)
F Khouri3
C Stone
Executive directors
I Singh4
Totals
SHORT-TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
SHARE-
BASED
PAYMENT
CASH
SALARY
& FEES
CASH
BONUS
NON-MON-
ETARY
BENEFITS
SUPERAN-
NUATION
RETIRE-
MENT
BENEFITS
OPTIONS
TOTAL
$
$
$
$
$
$
$
108,000
91,735
43,927
-
-
-
-
-
-
-
8,715
4,173
490,692
25,000
16,724
19,308
734,354
25,000
16,724
32,196
-
-
-
-
-
-
-
-
108,000
100,450
48,100
25,071
576,795
25,071
833,345
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 $210,088 for financial planning services paid to companies in which Mr Khouri has an interest in
his capacity as a financial planner
4 Under the terms of his employment Mr I Singh is entitled to 100,000 options in respect of the year ended 30 June 2016.
These are subject to approval at the Annual General Meeting. Non-monetary benefits relate to premium for TPD insurance.
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 24.
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.
2017
NAME
BALANCE AT
THE START OF
THE YEAR
EXERCISED
GRANTED
DURING THE
YEAR AS RE-
MUNERATION1
LAPSED
DURING THE
YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh1
100,000
100,000
100,000
-
100,000
-
1 Under the terms of his employment Mr I Singh is entitled to 100,000 options relating to the 2016-17 which are subject to approval
at the annual general meeting. Therefore, these have not been included above. Options granted during the year are in respect of the
entitlement relating to 2015-16.
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2016
NAME
BALANCE AT
THE START OF
THE YEAR
EXERCISED
GRANTED
DURING THE
YEAR AS RE-
MUNERATION1
LAPSED
DURING THE
YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh1
100,000
-
-
-
100,000
100,000
1 Under the terms of his employment Mr I Singh was entitled to 100,000 options relating to the 2015-16 which were subject to approval
at the annual general meeting in October 2016. Therefore, it has not been included above.
(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.
2017
NAME
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
I Singh
R Bucknell
F Khouri
C Stone
2016
10,423,851
100,000
-
10,523,851
800,000
251,373
33,700
-
-
-
(217,000)
16,950
(33,700)
583,000
268,323
-
NAME
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
I Singh
R Bucknell
F Khouri
C Stone
10,373,764
800,000
251,373
33,700
-
-
-
-
50,087
10,423,851
-
-
-
800,000
251,373
33,700
Shares provided on exercise of options
100,000 ordinary shares in the Company were provided as a result of the exercise of remuneration options to the
managing director during the period (2015-16: 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 previous year. For the current year ended 30 June 2017 there has been an
increase in the base salary of the Managing Director. Cash bonuses granted in respect of the current financial year ended
on 30 June 2017 is $40,000 (2016: $25,000) and the grant of options entitlements have been only in accordance with
the incentive programs. The Managing Director is entitled to 100,000 options in respect of the current year ended 30
June 2017 (2016: 100,000 options).
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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 (2015-16: Nil). Details of loans to related parties of the directors
has been disclosed in Note 28 Related Party Transactions.
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 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.
Directors Mr S Hallab (from his appointment) and Mr C Stone (until his resignation) were paid director’s fees for their
personal contribution to the Board.
Aggregate amounts of each of the above types of other transactions with directors of Fiducian Group Limited:
Directors’ fees
Financial planning remuneration paid and payable
CONSOLIDATED
2017
$’000
248,195
217,240
465,435
2016
$’000
256,550
210,088
466,638
SHARES UNDER OPTION
Unissued ordinary shares of Fiducian Group Limited under option at the date of this report are disclosed in Note 24 to 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 options.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
The details of ordinary shares of Fiducian Group Limited issued during the year in respect of 2017 and 2016 years on the
exercise of options granted under the Fiducian Group Limited Employee & Director Share Option Plan are disclosed under
Note 24 to the Financial Report.
INDEMNIFICATION AND INSURANCE OF OFFICERS
The Constitution of Fiducian Group Limited provides the following indemnification of officers:
•
•
To indemnify officers of the Company and related bodies corporate to the maximum extent permitted by law.
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 their 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.
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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 (past director), S Hallab, other officers of Fiducian Group Limited and independent members of
the Investment Committees A Breen, B Lacey, M Devlin and J Evans (past member)
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.
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 26 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 25.
ROUNDING OF AMOUNTS
The Company is of a kind referred to in Class Order 2016/191, 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.
Inderjit (Indy) Singh
Managing Director
Sydney,
17 August 2017
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Auditor’s Independence Declaration
As lead auditor for the audit of Fiducian Group Limited for the year ended 30 June 2017, I declare that
to the best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Fiducian Group Limited and the entities it controlled during the
period.
Craig Stafford
Partner
PricewaterhouseCoopers
Sydney
17 August 2017
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation. Page 25
Victoria
Office Locations
Berwick
Chadstone
Mt Waverley
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Nth Melbourne
Ringwood
Sale
St Kilda
Surrey Hills
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
28
29
30
31
32
69
70
Fiducian Group Limited is a company limited by shares, incorporated and domiciled in
Australia. Its registered office and principal place of business is :
Fiduican Group Limited
Level 4, 1 York Street,
Sydney, NSW 2000.
This financial statements were authorised for the issue by the directors on 17 August 2017.
The directors have the power to amend and reissue the financial statements.
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CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
NOTES
CONSOLIDATED
Revenue from ordinary activities
Other Income
Payments to advisers and service providers
Employee benefits expense
Depreciation, impairment 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 attributable 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
30
2017
$’000
40,426
326
(10,480)
(12,210)
(1,319)
(5,807)
10,936
(3,424)
7,512
-
7,512
7,512
7,512
2016
$’000
35,108
343
(9,385)
(11,731)
(1,297)
(4,662)
8,376
(2,537)
5,839
-
5,839
5,839
5,839
24.04 cents
24.00 cents
18.81 cents
18.77 cents
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
P A G E 2 8
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2017
NOTES
CONSOLIDATED
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ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-current assets
Loans Receivables
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
Net deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained profits
Total equity
2017
$’000
9,548
4,369
13,917
6,323
223
15,814
22,360
36,277
5,576
1,280
6,856
1,420
381
1,801
8,657
27,620
7,141
120
20,359
27,620
2016
$’000
9,691
3,951
13,642
3,479
298
16,271
20,048
33,690
6,624
835
7,459
1,766
338
2,104
9,563
24,127
6,855
67
17,205
24,127
9
10
11
13
15
16
17
18
19
20
21
22
The above statement of financial position should be read in conjunction with the accompanying notes.
P A G E 2 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
AS AT 30 JUNE 2017
NOTES
CONTRIBUTED
EQUITY
RESERVES
$’000
RETAINED
PROFITS
TOTAL
$’000
$’000
$’000
$’000
Balance as at 30 June 2015
6,366
42
14,783
21,191
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity holders in their
capacity as equity holders
Share issued for the acquisition of business
Dividends provided for or paid
Options expense
8
21
Total transactions with equity holders
-
-
-
489
-
-
489
-
-
-
-
-
25
25
5,839
-
5,839
5,839
-
5,839
-
(3,417)
-
489
(3,417)
25
(3,417)
(2,902)
Balance as at 30 June 2016
6,855
67
17,205
24,127
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity holders in their
capacity as equity holders
Share issued for the acquisition of business
Share issued on exercise of option
Dividends provided for or paid
Transfer to retained profits
Transfer from reserves
Options expense
Total transactions with equity holders
Balance as at 30 June 2017
8
21
-
-
-
123
163
-
-
-
-
286
7,141
-
-
-
-
-
-
(42)
-
95
53
120
7,512
-
7,512
-
-
7,512
-
7,512
123
163
(4,400)
(4,400)
-
42
-
(42)
42
95
(4,358)
(4,019)
20,359
27,620
The above statement of changes in equity should be read in conjunction with the accompanying notes.
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P A G E 3 0
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
CONSOLIDATED STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
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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
Net cash inflow from operating activities
29
Cash flows from investing activities
Payments in relation to acquisitions
Net payment to and on behalf of advisers for business development
Payments for property, plant and equipment
Proceeds from client servicing rearrangement
Net cash outflow from investing activities
Cash flows from financing activities
Shares issued on exercise of options
Dividends paid
Net cash outflow from financing activities
Net decrease in cash held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of year
9
NOTES
CONSOLIDATED
2017
$’000
2016
$’000
44,151
38,098
(32,281)
(29,402)
11,870
326
(3,511)
8,685
(1,742)
(2,889)
(10)
50
(4,591)
163
(4,400)
(4,237)
(143)
9,691
9,548
8,696
343
(3,496)
5,543
(4,929)
149
(29)
-
(4,809)
-
(3,417)
(3,417)
(2,683)
12,374
9,691
The above statement of cash flows should be read in conjunction with the accompanying notes.
P A G E 3 1
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 3 2
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Critical accounting estimates
The preparation of financial reports requires the use of certain critical accounting estimates. It also requires management
to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree
of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are
disclosed in Note 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 2017 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.
(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 service providers
Revenues comprising trustee and management fees are recognised on an accruals basis. Fees, payments to advisers
and service providers 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 proportionate 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.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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 nor 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.
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 use 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 of the 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 agreements 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 27). 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 operator of an Investor Directed Portfolio Service, Fiducian Investment Service and 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 2017 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.
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P A G E 3 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 3 4
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
(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 re-measured to fair value with changes in fair value recognised in profit or loss.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
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 and in Notes 10 and 11. Subsequent to initial recognition, loans are
measured at amortised cost using the effective interest method and are presented net of provisions for impairment.
(L) 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.
(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 or client portfolio at the date of acquisition. Goodwill on acquisitions 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.
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.
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
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P A G E 3 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 3 6
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 expenditure is 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 before 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 24.
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.
(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.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 is 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 2016/191 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 2017
reporting periods. The Group has decided not to early adopt any of the standards available for early adoption. 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 impact the accounting for loan receivables since AASB 9 requires the recognition of impairment provisions based
on expected credit losses rather than incurred credit losses as is the case under AASB 139.
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
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P A G E 3 7
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 3 8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
AASB 16 Leases (effective from 1 January 2019)
The standard introduces a single lease accounting model and removes the current distinction between operating and
financial leases. It requires the recognition of an asset (the right to use leased item) and financial liability to pay rentals
for the lease contract. Fiducian is in the process of assessing the implication of this standard on its operating leases.
2. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates may, 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 INFORMATION
(A) DESCRIPTION OF SEGMENTS
Business segments
The business activities of the Group have been segregated into business segments based on legal entities and reviewed by
management accordingly. The business segments are as follows:
Superannuation
The Group through its subsidiary, Fiducian Portfolio Services Ltd, operates in a segment as RSE for a public offer
superannuation fund, Fiducian Superannuation Service.
Funds Management
The Group through its 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.
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.
Funds Management
The Group through its 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.
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
3. SEGMENT INFORMATION (CONTINUED)
Administration
The administration and professional services are provided to the Group by a subsidiary, Fiducian Services Pty Ltd.
Management views this as an operating segment.
Geographical segments
The Group operates in Australia and in India. The Indian operations which are in the course of winding up are not
considered material for a separate geographical segment disclosure during the financial year 2017.
S
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M
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A
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S
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T
O
N
P A G E 3 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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T
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3. SEGMENT INFORMATION (CONTINUED)
(B) PRIMARY REPORTING - BUSINESS SEGMENTS
FUNDS
MANAGE-
MENT
SUPERAN-
NUATION1
FINANCIAL
PLANNING
ADMINIS-
TRATION
BUSINESS
SERVICES
SEGMENT
ELIMINA-
TIONS1
CONSOLI-
DATED
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2017
Revenue from external
customers
Inter-segment sales 1,2
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
12,711
(2,640)
98
10,169
5,773
8,130
3,511
-
-
-
-
4
4
1
15,279
11,633
803
(532)
196
3,307
26
14,943
14,966
(135)
2
670
74
5,455
(367)
-
-
-
-
-
40,426
-
326
40,752
10,936
(3,424)
7,512
243
23,932
14,228
861
(11,118)
36,276
-
-
-
4,780
2,322
(63)
(1,893)
8,657
1,008
1,211
12
30
3
78
-
-
1,023
1,319
1 With effect from 1st July 2016 the Group has changed the policy for recording income and expenses relating to the superannuation segment to
closely align with the underlying processes of recording this items. Accordingly, income and expenses payable to the internal service providers
are recorded in their books directly and not routed through the Registrable Superannuation Entity (RSE). This has also obviated the need for
elimination of intersegment sales.
2 Intersegment sales for the current period represents internal service charges from Administration entity to other business lines.
P A G E 4 0
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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T
A
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I
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A
C
N
A
N
I
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E
H
T
O
T
S
E
T
O
N
3. SEGMENT INFORMATION (CONTINUED)
(B) PRIMARY REPORTING - BUSINESS SEGMENTS (CONTINUED)
FUNDS
MANAGE-
MENT
SUPERAN-
NUATION
FINANCIAL
PLANNING
ADMINIS-
TRATION
BUSINESS
SERVICES
SEGMENT
ELIMINA-
TIONS
CONSOLI-
DATED
$’000
$’000
$’000
$’000
$’000
$’000
$’000
14,783
14,703
4,725
(226)
1,123
-
35,108
(4,335)
(8,166)
8,498
13,251
130
10,578
7
5
199
6,544
13,228
13,224
(150)
2
975
(9,098)
-
-
343
(9,098)
35,451
4,501
6
23
4,251
(405)
-
8,376
(2,537)
5,839
2016
Revenue from external
customers
Inter-segment sales
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
6,946
1,970
21,221
12,851
1,172
(10,470)
33,690
Segment liabilities
2,486
188
5,091
3,000
42
(1,245)
9,563
Acquisitions of plant and
equipment, intangibles and
other non-current segment
assets
Depreciation, amortisation and
impairment
-
-
-
-
8,747
1,079
19
42
6
176
-
-
8,772
1,297
P A G E 4 1
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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A
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S
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A
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N
A
N
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T
O
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T
O
N
3. SEGMENT INFORMATION (CONTINUED)
(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 operation as follows:
Total segment revenue
Inter-segment eliminations
Total revenue from continuing operations (note 4)
CONSOLIDATED
2017
$’000
40,426
-
40,426
2016
$’000
44,206
(9,098)
35,108
The entity is domiciled in Australia. The amount of its revenue from external customers in Australia is $40,426,000
(2016: $35,108,000).
(II) Segment assets
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).
(III) Segment liabilities
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.
4. REVENUE FROM ORDINARY ACTIVITIES
From continuing operations
Sales revenue
Fees received 1
Other
Revenue from ordinary activities
1 Includes expense recovery fee of $3,943,000 (2016: $2,813,000). For details refer to the Note 6 expenses.
5. OTHER INCOME
Interest received/receivable
Other income
P A G E 4 2
CONSOLIDATED
2017
$’000
2016
$’000
39,666
760
40,426
34,960
148
35,108
CONSOLIDATED
2017
$’000
326
326
2016
$’000
343
343
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
6. EXPENSES
Profit before income tax includes the following 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
Impairment
Goodwill
Total depreciation, amortisation and impairment expense
b) Other expenses
Professional services
Sales marketing and travel
Rental expense relating to operating leases
Premises and equipment
Communication and computing
Printing and stationery
Auditors (Note 25)
Administration and other
Expense Recovery1
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T
A
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S
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A
C
N
A
N
I
F
E
H
T
O
T
S
E
T
O
N
CONSOLIDATED
2017
$’000
2016
$’000
29
57
86
12
1,186
1,198
35
1,319
383
1,233
939
285
771
203
524
2,035
(566)
5,807
46
54
100
15
1,163
1,178
19
1,297
751
1,090
925
165
715
225
539
1,718
(1,466)
4,662
1 Fiducian Group Limited on behalf of its subsidiary, Fiducian Portfolio Services Limited, as trustee for the Fiducian Superannuation Service (FSS),
is entitled to the reimbursement of expenses incurred by it in the operation of FSS and paid out of the Expense Reserve maintained in FSS.
Expense recovery above includes an amount of $297,000 ( 2016: $1,212,000) relating to this reimbursement. Effective 1 September 2015
under a new administration agreement entered into by the Trustee on behalf of FSS with Fiducian Services Pty Ltd (‘the administrator”) the
expenses of FSS are paid on the Trustee’s behalf by the administrator and is reimbursed by FSS by way of an Expense Recovery Fee paid out of
the Expense Reserve in FSS. For the current year the Expense recovery Fee of $3,943,000 (2016: $2,813,000) has been included in Revenue
from ordinary activities in Note 4 as part of Fees received.
P A G E 4 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
7. INCOME TAX EXPENSE
CONSOLIDATED
a) Income tax expense
Current tax
Deferred tax
Income tax expense
Deferred income tax/(revenue) expense included in income tax expense comprises:
(Increase) in deferred tax assets (Note 14)
(Decrease) in deferred tax liabilities (Note 18)
Deferred tax
(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
Sundry items
Income tax under provided in previous year
Income tax expense
(c) Tax consolidation legislation
2017
$’000
4,003
(579)
3,424
(232)
(347)
(579)
10,936
3,281
4
42
97
2016
$’000
2,904
(367)
2,537
(5)
(362)
(367)
8,376
2,513
10
14
-
3,424
2,537
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 liabilities initially recognised by the standalone taxpayers.
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P A G E 4 4
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
8. DIVIDENDS
Final ordinary fully franked dividend for the year ended 30 June 2016 of 7.00 cents
(2015: Fully franked 5.50 cents) per share paid on 12 September 2016.
Interim ordinary fully franked dividend for the year ended 30 June 2017 of 7.10 cents
(2016: Fully franked 5.50 cents) per share paid on 13 March 2017.
Total dividends in respect of the year
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E
T
A
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A
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N
A
N
I
F
E
H
T
O
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S
E
T
O
N
CONSOLIDATED
2017
$’000
2,180
2016
$’000
1,706
2,220
1,711
4,400
3,417
The Directors have declared a final fully franked dividend for the year ended 30 June 2017 in the amount of 8.90 cents
per Ordinary share to be paid on shares registered on 30 August 2017 and payable on 13 September 2017.
Franked dividends
The franked portions of the final dividends recommended after 30 June 2017 will be franked out of existing franking credits.
Franking credits available for the subsequent financial year based on a tax rate of 30%
11,541
CONSOLIDATED
2017
$’000
2016
$’000
9,475
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
(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 $1,192,000 (2016: $934,000).
9. CURRENT ASSETS - CASH AND CASH EQUIVALENTS
Cash at bank and in hand
CONSOLIDATED
2017
$’000
9,548
9,548
2016
$’000
9,691
9,691
P A G E 4 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
10. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Amounts receivable from related entities:
Related trusts
Business development loans *
Staff loans *
Other receivables
Prepayments
Less: provision for impairment of receivables
* 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
Additional provision during the year
Balance at end of the year
CONSOLIDATED
2017
$’000
2016
$’000
3,300
3,055
238
3
833
282
4,656
(287)
4,369
(82)
(205)
(287)
263
3
425
287
4,033
(82)
3,951
(30)
(52)
(82)
At 30 June 2017, 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, other than the provisions made.
Information about the Group’s exposure to credit and interest rate risk in relation to trade and other receivables is provided
in Note 32.
11 NON-CURRENT ASSETS - LOANS RECEIVABLES
Business development loans *
Staff loans *
Less: provision for impairment of loans
* Refer to note 10 for the current portion of these receivables
CONSOLIDATED
2017
$’000
6,427
24
(128)
6,323
2016
$’000
3,453
26
-
3,479
(A) IMPAIRED RECEIVABLES AND RECEIVABLES PAST DUE
$128,000 has been provided against a business development loan of $128,000 in the current year (2016: Nil).
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A
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P A G E 4 6
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
11 NON-CURRENT ASSETS - RECEIVABLES (CONTINUED)
(B) FAIR VALUES
The fair values and carrying values of current and non-current receivables of the Group are as follows:
Business development loans*
Staff loans*
2017
2016
CARRYING
AMOUNT
FAIR VALUE
CARRYING
AMOUNT
FAIR VALUE
$’000
6,299
24
6,323
$’000
6,299
24
6,323
$’000
3,453
26
3,479
$’000
3,453
26
3,479
Business development loans and staff loans are carried at amortised cost; their carrying value is a reasonable approximation
of fair value.
12 NON-CURRENT ASSETS - OTHER FINANCIAL ASSETS
The Group’s principal subsidiaries as at 30 June 2017 are set out below.
NAME OF ENTITY
COUNTRY OF
INCORPORATION
CLASS OF SHARES
EQUITY HOLDING
%
Fiducian Investment Management Services Ltd (“FIM”)1
Fiducian Portfolio Services Ltd (“FPS”)2
Fiducian Services Pty Ltd (“FSL”)3
Fiducian Financial Services Pty Ltd (“FFS”)4
Fiducian Business Services Pty Ltd (“FBS”)5
Australia
Australia
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
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
In addition to the above subsidiaries, Fiducian Business Services has 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 this company which are in the process of being wound up are not considered material to the Group in 2017.
S
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N
E
M
E
T
A
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S
I
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A
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A
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O
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P A G E 4 7
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
13. NON-CURRENT ASSETS - PROPERTY, PLANT & EQUIPMENT
Plant and Equipment
Furniture, office equipment and computers
Less: accumulated depreciation
CONSOLIDATED
2017
$’000
1,598
(1,375)
223
2016
$’000
1,587
(1,289)
298
Movements
Reconciliation of the carrying amount of each class of property, plant and equipment are set out below.
FURNITURE
AND OFFICE
EQUIPMENT
COMPUTERS
LEASEHOLD
IMPROVEMENTS
TOTAL
$’000
$’000
$’000
$’000
Consolidated at 1 July 2015
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2016
Opening net book amount
Additions
Disposals
Depreciation/amortisation charge
Closing net book amount
At 30 June 2016
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2017
Opening net book amount
Additions
Disposals
Depreciation/amortisation charge
Closing net book amount
At 30 June 2017
Cost
Accumulated depreciation
Net book amount
288
(195)
93
93
2
-
(24)
71
290
(219)
71
71
5
-
(18)
58
295
(237)
58
454
(408)
46
46
8
-
(22)
32
462
(430)
32
32
6
-
(11)
27
468
(441)
27
835
(586)
249
249
-
-
(54)
195
835
(640)
195
195
-
-
(57)
138
835
(697)
138
1,577
(1,189)
388
388
10
-
(100)
298
1,587
(1,289)
298
298
11
-
(86)
223
1,598
(1,375)
223
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N
E
M
E
T
A
T
S
I
L
A
C
N
A
N
I
F
E
H
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O
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E
T
O
N
P A G E 4 8
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
14. NON-CURRENT ASSETS – DEFERRED TAX ASSETS
CONSOLIDATED
The balance comprises temporary differences attributable to:
Doubtful debts
Employee benefits
Accrued expenditure
Provision for audit and taxation services
Provision for FBT
Restructure expenses
Deferred tax assets before set off
Set off against deferred tax liabilities (note 18)
Movements:
Opening balance at 1 July
Taken to the statement of comprehensive income
Deferred tax assets before set off
Set off against deferred tax liabilities
15. NON-CURRENT ASSETS - INTANGIBLE ASSETS
Deferred expenditure
Capitalised expenditure – computer software
Less: Accumulated amortisation
Client portfolios
Cost of acquisition of client portfolios
Less: Accumulated amortisation
Goodwill
Goodwill on acquisition
Less: Accumulated amortisation
2017
$’000
124
538
290
123
19
111
1,205
(1,205)
-
973
232
1,205
(1,205)
-
2016
$’000
25
487
207
93
16
145
973
(973)
-
968
5
973
(973)
-
CONSOLIDATED
2017
$’000
5,029
(5,014)
15
13,561
(4,898)
8,663
7,600
(464)
7,136
2016
$’000
5,022
(5,002)
20
12,978
(3,712)
9,266
7,449
(464)
6,985
15,814
16,271
S
T
N
E
M
E
T
A
T
S
I
L
A
C
N
A
N
I
F
E
H
T
O
T
S
E
T
O
N
P A G E 4 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
S
T
N
E
M
E
T
A
T
S
I
L
A
C
N
A
N
I
F
E
H
T
O
T
S
E
T
O
N
15. NON-CURRENT ASSETS - INTANGIBLE ASSETS (CONTINUED)
(A) MOVEMENTS
Movements in each category are set out below:
ACQUISITION
OF CLIENT
PORTFOLIOS
GOODWILL ON
ACQUISITION
CAPITALISED
COMPUTER
SOFTWARE
TOTAL
$’000
$’000
$’000
$’000
Consolidated at 1 July 2015
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2016
Opening net book amount
Additions*
Disposals/write off
Impairment charge
Amortisation charge**
Closing net book amount
At 30 June 2016
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2017
Opening net book amount
Additions*
Sale of business
Amortisation charge**
Closing net book amount
At 30 June 2017
Cost
Accumulated depreciation
Net book amount
6,299
(2,549)
3,750
3,750
6,743
(64)
-
(1,163)
9,266
12,978
(3,712)
9,266
9,266
763
(180)
(1,186)
8,663
13,561
(4,898)
8,663
5,471
(464)
5,007
5,007
1,997
-
(19)
-
6,985
7,449
(464)
6,985
6,985
241
(90)
-
7,136
7,600
(464)
7,136
4,999
(4,987)
12
12
22
-
-
(15)
19
5,021
(5,002)
19
19
8
-
(12)
15
16,769
(7,999)
8,770
8,769
8,763
(64)
(19)
(1,178)
16,271
25,448
(9,177)
16,271
16,271
1,012
(270)
(1,198)
15,814
5,029
(5,014)
15
26,190
(10,376)
15,814
* Capitalised computer software costs includes an internally generated intangible asset. The assets in this category have
been amortised on the basis of 5 year useful life.
** Amortisation of $ 1,198,000 (2016 : $1,178,000) is included in depreciation, and amortisation expense in the
statement of comprehensive income.
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ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
15. NON-CURRENT ASSETS - INTANGIBLE ASSETS (CONTINUED)
(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, no impairment charge recorded against goodwill (2016: $19,000).
(E) SENSITIVITY ANALYSIS
The estimates and judgments 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 (D) above there have been no impairment recognised for the Fiducian Group CGUs in the
impairment assessment performed at 30 June 2017. Based on management’s current assessment, the recoverable amount of
Fiducian’s CGU exceeds the carrying amount by $8.36 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 modeled below the impact of changes in these key assumptions with the following result:
•
•
if earning multiple were to decrease to 2.9, the CGU’s recoverable amount would exceed carrying amount by $7.46 million.
if earning multiple were to decrease to 2.7, the CGU’s recoverable amount would exceed carrying amount by $6.11 million.
(F) BUSINESS COMBINATION
During the year the Group made the following acquisitions:
SEGMENT
FIDUCIAN ENTITY
Date
Purchased
Vendor staff employed by Group
Maximum purchase price
Paid by 30 June 2017
Deferred consideration at 30 June 2017
Value attributed on the Statement of Financial Position as
at 30 June 2017
FINANCIAL PLANNING
FIDUCIAN FINANCIAL SERVICES PTY LTD
27/04/2017
Client portfolio
Yes
$696,569
$498,699
$197,870
100%
Business combination or asset only
Business Combination
Provisional fair value of assets recognized as a result of
acquisition are as follows:
Intangible assets
Deferred tax liabilities
Net Identifiable assets acquired
Goodwill
Net assets acquired
$696,569
($208,971)
$487,598
$208,971
$696,569
While each acquisition is considered on its own merits, a number of synergies are expected to result once the business
combination has been fully implemented. This may include leverage from the existing scale Fiducian has from its infrastructure
in Risk, Compliance, IT, Legal, Finance and other support functions, products and processes.
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ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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15. NON-CURRENT ASSETS - INTANGIBLE ASSETS (CONTINUED)
The acquired business did not contribute significantly to the group’s current year profits. However, if the acquisitions had taken
place on 1 July 2016, management estimate a maximum revenue impact of $230k for the year ended 30 June 2017. It is not
practicable to estimate the profit contribution given the significant change in the cost bases to the operation of the business
once within the Fiducian Group.
Under the terms of the agreement for the acquisitions the deferred consideration may be reduced in respect of any clients that
have not transferred to the Group within the period specified in the agreements or should the recurring income be lower than
contracted for.
16. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade payables
Other payables*
Client portfolio deferred settlement
Annual leave entitlements accrued
Long service leave entitlements accrued
CONSOLIDATED
2017
$’000
1,799
1,917
448
665
747
5,576
2016
$’000
2,015
1,751
1,572
600
686
6,624
Information about the Group’s exposure to credit and interest rate risk is shown in Note 32.
* 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.
17. CURRENT LIABILITIES - CURRENT TAX LIABILITIES
CONSOLIDATED
2017
$’000
1,280
1,280
2016
$’000
835
835
Income tax
P A G E 5 2
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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18. NON-CURRENT LIABILITIES-DEFERRED TAX LIABILITIES
CONSOLIDATED
The balance comprises temporary differences attributable to:
Amounts recognised in profit and loss:
Deferred tax liabilities on intangible assets
Deferred tax liabilities before set off
Set off against deferred tax assets (Note 14)
Net deferred tax liabilities
Movements:
Opening balance at 1 July
Addition during the year
Taken to the statement of comprehensive income
Deferred tax liabilities at 30 June before set off
Set off against deferred tax assets
Net deferred tax liabilities
Expiration of net deferred tax liabilities
within 12 months
after 12 months
19. NON - CURRENT LIABILITIES-PROVISIONS
Employee benefits: long service leave
2017
$’000
2,625
2,625
(1,205)
1,420
2,738
233
(346)
2,625
(1,205)
1,420
381
1,039
1,420
CONSOLIDATED
2017
$’000
381
381
2016
$’000
2,738
2,738
(973)
1,766
1,091
2,009
(362)
2,738
(973)
1,766
366
1,400
1,766
2016
$’000
338
338
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.
20. CONTRIBUTED EQUITY
(A) SHARE CAPITAL
Ordinary shares - fully paid
CONSOLIDATED
2017
$’000
7,141
7,141
2016
$’000
6,855
6,855
P A G E 5 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
20. CONTRIBUTED EQUITY (CONTINUED)
(B) MOVEMENTS IN ORDINARY SHARE CAPITAL
DATE
DETAILS
NUMBER OF SHARES AVERAGE PRICE
$’000
1 July 2015
Opening balance
30,883,398
-
6,366
Shares issued for the acquisition of business
Shares issued for the acquisition of business
30 June 2016 Balance
Shares issued for the acquisition of business
Shares issued on exercise of options
30 June 2017 Balance
(C) ORDINARY SHARES
133,552
93,905
31,110,855
53,513
100,000
31,264,368
$1.83
$2.61
$2.29
$1.63
244
245
6,855
123
163
7,141
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
The Company did not buy and cancel any ordinary shares on-market during the year.
At 30 June 2017, 500,000 shares remained available to be re-purchased under the most recently announced buy-back
notice to the ASX.
(E) OPTIONS
Information relating to Fiducian Group Employee & Director and options issued, exercised and lapsed during the year is set
out in Note 24.
(F) CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital of the wholly owned subsidiaries within the Group are to safeguard its
ability to continue as a going concern, to individually continue to meet externally imposed capital requirements of APRA
and ASIC under its Registrable Superannuation Entity (RSE) License, Responsible Entity (RE) licence and their Australian
Financial Services (AFS) License, 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 during the financial year.
b. Under its AFS licence, Fiducian Portfolio Services Limited must maintain $150,000 cash at all times during the
financial year.
The requirement under the AFS 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.
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P A G E 5 4
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
21. RESERVES
Movements
Share-based payments reserve
Balance 1 July
Option expense
Transfer to retained profits (on exercise of options)
Balance at 30 June
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CONSOLIDATED
2017
$’000
2016
$’000
67
95
(42)
120
42
25
-
67
The share-based payments reserve is used to recognise the fair value of options issued but not exercised.
22. RETAINED PROFITS
Movements
Balance 1 July
Net profit for the year
Dividends paid (Note 8)
Transfer from share-based payment reserve (on exercise of options)
CONSOLIDATED
2017
$’000
17,205
7,512
(4,400)
42
2016
$’000
14,783
5,839
(3,417)
-
Balance at 30 June
20,359
17,205
23. KEY MANAGEMENT PERSONNEL DISCLOSURES
(A) KEY MANAGEMENT PERSONNEL
Short-term employee benefits
Post-employment benefits
Share-based payment
CONSOLIDATED
2017
$’000
2016
$’000
791,850
776,078
31,344
51,265
32,196
25,071
874,459
833,345
Detailed remuneration disclosures are provided in sections A-E of the Remuneration Report contained in the Directors’ Report.
(B) EQUITY INSTRUMENT DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL
(I) Options provided as remuneration and shares issued on 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.
P A G E 5 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 5 6
23. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(B) EQUITY INSTRUMENT DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL (CONTINUED)
NAME
BALANCE AT
THE START OF
THE YEAR
EXERCISED
2017
GRANTED
DURING THE
YEAR AS RE-
MUNERATION
LAPSED
DURING THE
YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh1
100,000
100,000
100,000
-
100,000
-
1 Under the terms of his employment Mr I Singh is entitled to 100,000 options relating to the 2016-17 which are subject to approval at
the annual general meeting Therefore, these have not been included above. Options granted during the year are in respect of the
entitlement relating to 2015-16.
NAME
BALANCE AT
THE START OF
THE YEAR
EXERCISED
2016
GRANTED
DURING THE
YEAR AS RE-
MUNERATION
LAPSED
DURING THE
YEAR
BALANCE AT
THE END OF
THE YEAR
VESTED AND
EXERCISABLE
I Singh1
100,000
-
-
-
100,000
100,000
1 Under the terms of his employment Mr I Singh was entitled to 100,000 options relating to the 2015-16 which were subject to approval
at the annual general meeting in October 2016. Therefore, it has not been included above.
(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.
NAME
BALANCE AT THE
START OF THE YEAR
2017
RECEIVED DURING
THE YEAR ON THE
EXERCISE OF
OPTIONS
OTHER CHANGES
DURING THE YEAR
BALANCE AT THE
END OF THE YEAR
I Singh
R Bucknell
F Khouri
C Stone
10,423,851
100,000
-
10,523,851
800,000
251,373
33,700
-
-
-
(217,000)
16,950
(33,700)
583,000
268,323
-
NAME
BALANCE AT THE
START OF THE YEAR
2016
RECEIVED DURING
THE YEAR ON THE
EXERCISE OF
OPTIONS
OTHER CHANGES
DURING THE YEAR
BALANCE AT THE
END OF THE YEAR
I Singh
R Bucknell
F Khouri
C Stone
10,373,764
800,000
251,373
33,700
-
-
-
-
50,087
10,423,851
-
-
-
800,000
251,373
33,700
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
23. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(B) EQUITY INSTRUMENT DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL (CONTINUED)
Shares provided on exercise of options
100,000 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
(2016: 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 (2016: Nil). Details of loans to related parties of the directors
has been disclosed in Note 28 Related Party Transactions.
(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.
Directors Mr S Hallab (from his appointment) and Mr C Stone (till his resignation) were paid director’s fees for their
personal contribution to the Board.
Aggregate amounts of each of the above types of other transactions with directors of Fiducian Group Limited:
Directors’ fees
Financial planning fees paid or payable
CONSOLIDATED
2017
2016
$
248,195
217,240
465,435
$
256,550
210,088
466,638
Details of these fees and explanations for the increase have been provided in the Remuneration report included in the
Director’s report.
Shares under option
Unissued ordinary shares of Fiducian Group Limited under option at the date of this report are disclosed in
Note 24 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 2017 on the exercise of
options granted under The Fiducian Group Limited Employee & Director Share Option Plan is disclosed under
Note 24 to the financial report.
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ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 5 8
24. SHARE BASED PAYMENTS
(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 and can be exercised before expiry date. 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 100,000
options were issued (2016: Nil) to the Managing Director at an exercise price of $2.18 and no employee options expired
during the same period (2016: Nil).
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 being met in accordance with his executive
agreement. The Directors have resolved to issue 100,000 options (2016: 100,000) at an exercise price of $3.77 to the
executive director in respect of the year ended 30 June 2017.
The assessed fair value at reporting date of the share based payments during the year ended 30 June 2017 was $0.62 per
option (2016: $0.58). The fair value at reporting date has been independently calculated using th Black Scholes pricing
model. The assumptions included in the valuation of these options include a risk-free interest rate of 1.25%, a nil dividend
yield on the ordinary shares of the Company and a volatility in the Company’s share price of 30% based on historical
share price.
Set out below are summaries of options granted under various option plans:
(A) EMPLOYEE AND DIRECTOR SHARE OPTION PLAN (ESOP)
GRANT
DATE
EXPIRY
DATE
EXERCISE
PRICE
BALANCE
AT START
OF THE
YEAR
GRANTED
DURING
THE YEAR
EXERCISED
DURING
THE YEAR
LAPSED
DURING
THE YEAR
BALANCE
AT END OF
THE YEAR
VESTED &
EXERCIS-
ABLE AT
THE END
OF YEAR
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
Consolidated 2017
ESOP-Managing
Director
23-Oct-14
23-Oct-19
20-Oct-16
20-Oct-21
$1.63
$2.18
100,000
-
100,000
-
100,000
100,000
100,000
-
100,000
Weighted average exercise price
$1.63
$2.18
$1.63
-
-
-
-
-
100,000
100,000
$2.18
-
-
-
-
The volume weighted average remaining contractual life of share options outstanding at the end of the period was
4.31 years (2016 : 3.32 Years)
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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24. SHARE BASED PAYMENTS (CONTINUED)
GRANT
DATE
EXPIRY
DATE
EXERCISE
PRICE
Consolidated 2016
ESOP-Managing Director
23-Oct-14
23-Oct-19
$1.63
Weighted average exercise price
BALANCE
AT START
OF THE
YEAR
GRANTED
DURING
THE YEAR
EXERCISED
DURING
THE YEAR
LAPSED
DURING
THE YEAR
BALANCE
AT END OF
THE YEAR
VESTED &
EXERCIS-
ABLE AT
THE END
OF YEAR
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
100,000
100,000
$1.63
-
-
-
-
-
-
-
-
-
100,000
100,000
$1.63
100,000
100,000
-
(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 $51,265 (2016: $25,071)
25. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its
related practices and non-related audit firms:
Audit services
PricewaterhouseCoopers Australian firm:
Audit and review of financial reports
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
CONSOLIDATED
2017
2016
$
$
138,974
124,218
385,026
524,000
415,379
539,597
It is the Group’s policy to employ PricewaterhouseCoopers on assignments additional to its statutory audit duties where
PricewaterhouseCoopers’ expertise and experience with the Group are important.
26. CONTINGENT LIABILITIES
The parent entity and Group had contingent liabilities at 30 June 2017 in respect of bank guarantees for property leases
of parent and group entities amounting to $405,000 (2016: $444,000).
P A G E 5 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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27. COMMITMENTS FOR EXPENDITURE
(A) CAPITAL EXPENDITURE
Commitment payable within one year
(B) OPERATING LEASES
CONSOLIDATED
2017
$’000
-
2016
$’000
-
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 leases are renegotiated.
CONSOLIDATED
2017
$’000
1,082
1,648
2,730
2016
$’000
1,052
2,633
3,685
Within one year
Later than one year but not later than 5 years
28. RELATED-PARTY TRANSACTIONS
(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 23.
(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 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
c. Loans to related parties of directors
The above transactions were on normal commercial terms and conditions and at market rates.
The following transactions occurred with related parties:
P A G E 6 0
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
28. RELATED-PARTY TRANSACTIONS (CONTINUED)
CONSOLIDATED
OWNERSHIP
INTEREST1
2017
2016
$
$
Nil
Nil
Nil
Related trusts
Fiducian Investment Service
Operator fees income
Expense recovery
Interest
Fiducian Superannuation Service
Operator fees income
Expense recovery
Interest
Fiducian Funds
Operator fees income
Expense recovery
Interest
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
4,425,672
3,819,931
339,192
197,521
357,247
120,817
13,412,420
14,744,496
3,900,862
1,211,754
523,633
454,175
11,423,119
9,473,136
269,150
193,654
258,589
301,586
217,240
210,088
41,021
37,492
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 director, F Khouri in the normal course of business in arm’s length transactions.
3 Payments to Franchisee associated with a relative of R Bucknell, in the normal course of business in arm’s length transactions.
LOANS TO RELATED PARTIES OF
DIRECTORS
BALANCE AT
1 JULY 2016
INTEREST
PAID/PAYABLE
FOR THE YEAR
PAID DURING
THE YEAR
BALANCE AT
30 JUNE 2017
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.
79,023
3,337
52,058
26,965
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.
(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)
CONSOLIDATED
2017
2016
$
$
3,300,383
2,640,643
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.
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P A G E 6 1
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
29. RECONCILIATION OF PROFIT OR LOSS AFTER INCOME TAX TO
NET CASH INFLOW FROM OPERATING ACTIVITIES
Profit for the year
Non-cash employee (expense)/ benefit
Depreciation,amortisation and impairment
Changes in operating assets and liabilities:
Change in accounts receivable
Change in income tax payable
Change in trade creditors
Change in other creditors
Change in deferred income tax liability
Net cash inflow from operating activities
30. EARNINGS PER SHARE
CONSOLIDATED
2017
$’000
7,512
257
1,319
(282)
491
(201)
167
(578)
8,685
2016
$’000
5,839
292
1,297
(473)
(622)
282
(737)
(335)
5,543
CONSOLIDATED
2017
2016
Earnings per share using weighted average number of ordinary shares outstanding
during the period:
(A) BASIC EARNING PER SHARE (IN CENTS)
Profit from continuing operations attributable to the ordinary equity of the company
24.04
18.81
(B) DILUTED EARNING PER SHARE (IN CENTS)
Profit from continuing operations attributable to the ordinary equity and potential
ordinary equity of the company
24.00
18.77
(C) WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR
CONSOLIDATED
2017
2016
NUMBER
NUMBER
Weighted average number of ordinary shares used as denominator in calculating basic
earnings per share
31,250,210
31,036,045
Adjustments for calculation of diluted earnings per share options
49,517
73,223
Weighted average number of ordinary shares and potential ordinary shares used as
denominator in calculating diluted earnings per share
31,299,278
31,109,268
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P A G E 6 2
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
30. EARNINGS PER SHARE (CONTINUED)
(D) RECONCILIATION OF EARNINGS USED IN CALCULATING BASIC AND DILUTED EARNINGS PER SHARE
Net profit and earnings used to calculate basic and diluted earnings per share
CONSOLIDATED
2017
$’000
7,512
2016
$’000
5,839
(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 24.
31. EVENTS OCCURRING AFTER BALANCE DATE / REPORTING DATE
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.
32. FINANCIAL RISK MANAGEMENT
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 :
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
(A) MARKET RISK
(I) Foreign exchange risk
CONSOLIDATED
2017
$’000
9,548
10,692
20,240
2016
$’000
9,691
7,429
17,120
5,957
6,962
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.
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P A G E 6 3
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
32. FINANCIAL RISK MANAGEMENT (CONTINUED)
(A) MARKET RISK (CONTINUED)
30 JUNE 2017
30 JUNE 2016
WEIGHTED
AVERAGE
INTEREST RATE
WEIGHTED
AVERAGE
INTEREST RATE
BALANCE
%
1.34%
3.88%
$’000
9,548
6,564
16,112
%
1.74%
4.30%
BALANCE
$’000
9,691
3,744
13,435
Cash at bank and on deposit
Business development and staff loans
Bank deposits are at call and staff and planner loans have terms extending between 1 and 8 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 and loans with variable interest rates.
At 30 June 2017 if interest rates change by +/- 100 basis points (2016: +/- 100 basis points) from the year end rates with
all other variables held constant, post-tax profit would have been $113,000 higher or lower (2016: $ 94,000).
(B) CREDIT RISK
Credit risk for the Group arises from trade receivables, cash at bank and on deposits and business development and staff
loans.
Risk Management
The Group has low credit risk from trade receivables, as management fee and financial planning income is settled within
a month of it falling due, and financial planning fees are only paid following the receipt of this income, thereby mitigating
credit risk.
For cash at bank and on deposits, the credit quality is assessed against external credit ratings and only parties with a
minimum rating as detailed below in the table are accepted. For business development and staff loans which are unrated
management assess the credit quality of the franchisee based on an extensive credit rating scorecard taking into account
financial position, collateral to provide security for the loan and cultural alignment to the business. The compliance with
credit limits are monitored regularly by line management.
Cash at bank and on deposit
AA-
Business development and staff loans
Unrated
CONSOLIDATED
2017
$’000
2016
$’000
9,548
9,691
6,564
3,744
Security
Under the terms of agreement for business development loans, the Group has a security deed over all the assets of
the franchisee’s business registered in the Personal Property Securities Register. This security may be called upon if the
franchisee defaults under the terms of agreement.
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarized
on this page.
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P A G E 6 4
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
32. FINANCIAL RISK MANAGEMENT (CONTINUED)
(C) LIQUIDITY RISK
The Group maintains sufficient liquid reserves to meet all foreseeable working capital, investment and regulatory licensing
requirements. The Group has a $4 million undrawn overdraft facility (2016: Nil) available with their bank.
Financial Liabilities
Due in less than 1 year
Due between 1 and 2 years
(D) FAIR VALUE ESTIMATION
CONSOLIDATED
2017
$’000
5,576
381
5,957
2016
$’000
6,624
338
6,962
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 (level 1)
(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)
The Group did not have any assets or liabilities recognised at fair value as at 30 June 2017.
(E) ASSETS AND LIABILITIES NOT CARRIED AT FAIR VALUE BUT FOR WHICH FAIR VALUE IS DISCLOSED
Business development loans and staff loans 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 is assumed to approximate their fair values due to their short-term nature.
Trade and other payables include amounts due to creditors and accruals and represent the contractual amounts and
obligations due by the Company 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 represent 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 market interest rates for these type of loans.
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P A G E 6 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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P A G E 6 6
33. UNCONSOLIDATED STRUCTURED ENTITIES
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, FIM, 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. 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 are to achieve 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
2017
ACCRUED
INCOME*
MAXIMUM
EXPOSURE
TO LOSS
FUND NET
ASSET VALUE
FUND’S
INVESTMENT
PORTFOLIO
$’000
$’000
401
318
83
150
70
2
401
318
83
150
70
2
$’000
499,174
402,851
104,323
760,045
63,568
122,756
$’000
499,624
403,326
104,415
760,567
63,646
122,760
* Shown as other receivables in Current Assets under trade and other receivables subheading in the statement of Financial Position
TYPE OF FUND
Australian Equity Funds
Global Equity Funds
Property Fund
Diversified Funds
Technology Fund
Fixed Interest Fund
2016
ACCRUED
INCOME*
MAXIMUM
EXPOSURE
TO LOSS
FUND NET
ASSET VALUE
FUND’S
INVESTMENT
PORTFOLIO
$’000
$’000
349
243
76
144
45
1
349
243
76
144
45
1
$’000
426,920
306,653
101,035
639,584
40,688
95,839
$’000
420,400
304,316
100,318
632,918
40,115
95,774
* Shown as other receivables in Current Assets under trade and other receivables subheading in the statement of Financial Position
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, FPSL, acts as the trustee of the Fiducian Superannuation Service under the provisions of the
Trust deed for the fund. FPSL has a fiduciary and statutory obligation to manage the assets of the fund on behalf of
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
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33. UNCONSOLIDATED STRUCTURED ENTITIES (CONTINUED)
the beneficiaries and as a subsidiary of the Group it is considered that 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
Fiducian Superannuation Service
2017
ACCRUED
INCOME*
MAXIMUM
EXPOSURE
TO LOSS
FUND NET
ASSET VALUE
FUND’S
INVESTMENT
PORTFOLIO
$’000
1,897
$’000
$’000
$’000
1,897
1,143,902
1,152,902
* Shown as other receivables in Current Assets under trade and other receivables subheading in the statement of Financial Position
TYPE OF FUND
Fiducian Superannuation Service
2016
ACCRUED
INCOME*
MAXIMUM
EXPOSURE
TO LOSS
FUND NET
ASSET VALUE
FUND’S
INVESTMENT
PORTFOLIO
$’000
1,379
$’000
1,379
$’000
$’000
986,032
975,300
* Shown as other receivables in Current Assets under trade and other receivables subheading in the statement of Financial Position
34. PARENT ENTITY FINANCIAL INFORMATION
The stand-alone summarised financial statements of the Company is as follows:
(a) Balance sheet
Current Assets
Non Current Assets
Total Assets
Current Liabilities
Non Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Retained Earnings
Equity
(b) Total comprehensive income
Dividend from subsidiary and other income
2017
$’000
16,378
9,349
25,727
-
-
-
2016
$’000
11,881
10,323
22,204
-
-
-
25,727
22,204
7,141
120
18,466
25,727
6,855
67
15,282
22,204
7,550
9,676
P A G E 6 7
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
34. PARENT ENTITY FINANCIAL INFORMATION (CONTINUED)
(c) Contingent liability of the parent entity
The Company did not have any contingent liabilities as at 30 June 2017
(d) Contractual commitment for the acquisition of property, plant or equipment.
As at 30 June 2017 the Company did not have any contractual commitments for the acquisition of property, plant or
equipment.
(e) Determining the parent entity financial information
The financial information for the parent entity has been prepared on the same basis as the consolidated financial
statement.
(f) Investments in subsidiaries and associates
Investments in subsidiaries and associates are accounted for at cost in the financial statement of Fiducian Group Limited.
Dividends received from associates are recognised in the parent entity’s profit or loss when its right to receive the
dividend is established.
35. DEED OF CROSS-GUARANTEE
The Company has in place a deed of cross-guarantee, substantially in the form of ASIC Pro Forma 24 with each wholly
owned member of the Fiducian Group, with the exception of Fiducian Portfolio Services Ltd. which has been excluded
from the Group following the release of an ASIC class order disallowing APRA regulated entities from being part of a
closed group covered by a deed of cross guarantee. Since the financial statements of this excluded entity are not material
to the consolidated financial statements management did not consider it necessary to disclose additional consolidation
information related to the closed group excluding this entity.
The effect of the deed of cross-guarantee is that each participating member that has entered into the deed, guarantees
to each creditor of any participating 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 winding up of that relevant participating member of the Fiducian Group.
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P A G E 6 8
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
DIRECTORS’ DECLARATION
In the directors’ opinion:
(a) the financial statements and notes set out on pages 28 to 68 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 2017 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) at 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 liabilities to which they are, or may become subject by virtue
of the deed of cross guarantee described in note 35.
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.
Inderjit (Indy) Singh
Managing Director
Sydney,
17 August 2017
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P A G E 6 9
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
Independent auditor’s report to the shareholders of Fiducian
Group Limited
Report on the audit of the financial report
Our opinion
In our opinion the accompanying financial report of Fiducian Group Limited (the Company) and its
controlled entities (together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 30 June 2017 and of its
financial performance for the year then ended and
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
the consolidated statement of financial position as at 30 June 2017
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the notes to the consolidated financial statements, which include a summary of significant
accounting policies
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities
in accordance with the Code.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Page 70
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Materiality
For the purpose of our audit we used overall Group materiality of $546,800, which represents approximately
5% of the Group’s profit before tax.
We applied this threshold, together with qualitative considerations, to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the
financial report as a whole.
We chose Group profit before tax because, in our view, it is the benchmark against which the performance of
the Group is most commonly measured and is a generally accepted benchmark.
We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds.
Audit Scope
Our audit focused on where the directors made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
Our audit procedures covered the Group’s most significant operations being the Financial planning,
Administration and Funds Management operations.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the
Audit and Risk Committee.
Page 71
Key audit matter
How our audit addressed the key audit matter
Accuracy of revenue
(Refer to note 3) [$40.7m]
Revenue of the Group includes income from financial
planning activities ($15.5 m), funds management
activities ($10.2 m) and administration ($15 m).
This was a key audit matter due to the materiality of
each of these revenue streams, and the complexity of
financial planning revenue due to the variety of
contractual terms with financial planners.
Recoverability of loans to advisers
(Refer to note 11) [$6.6m]
The Group provides loans to certain financial planners.
These loans totalled $6.6m at the reporting date (FY16
$3.7m).
The recoverability of the loans was a key audit matter
due to the size of these loans and judgement involved in
assessing the ability of each adviser to repay the loans
as and when they fall due.
We obtained a breakdown, by value, of all revenue
streams from the trial balance and tested the
reconciliation of this to the general ledger or reports
from product system as applicable.
Our procedures included evaluating and testing certain
controls relating to the accurate recognition and
calculation of revenue.
We performed analytical review procedures over the
material revenue streams by assessing the movement of
revenue relative to changes in underlying funds under
administration, advice and management. The
movements in the streams tested were consistent with
our expectations based on percentage change in the
underlying funds under administration, advice and
management.
We tested a sample of revenue transactions by
recalculating fees or agreeing fees to external support
across all revenue streams. This included comparing
the inputs such as fee rates to relevant documents such
as Product Disclosure Statements.
We tested the automatic calculation of the financial
planning fee in the system and tested a sample of
varied rates applied to the client agreements such as
application forms.
We assessed the credit risk management framework
applied during the year.
For a sample of loans, we evaluated management’s
assessment of recoverability by validating loan
performance against contractual obligations and
testing collateral/security arrangements to loan
contracts and Personal Property Security Registers.
We evaluated management’s year-end assessment of
the recoverability of loans to advisers, including by
making enquiries of management about any changes in
each borrower’s circumstances.
Impairment assessment of intangible assets
(Refer to note 15) [$15.8]
The balance sheet includes intangible assets relating to
portfolios of financial advice clients and goodwill
arising from acquisitions made by the financial
planning business of the Group.
The combined carrying value of client portfolios and
goodwill as at the reporting date was $15.8m. At each
period end, management considers whether there were
Our procedures in relation to impairment included
updating our understanding of prevailing market
conditions and factors that could materially affect the
fair value and usage of financial planning business and
considering whether these may represent indicators of
impairment.
We obtained management’s assessment and the key
assumptions applied in making the conclusion.
We compared market multiples to an independent
Page 72
Key audit matter
How our audit addressed the key audit matter
any indicators that these assets might be impaired.
source and performed stress testing over these.
This was a key audit matter due to the size of intangible
assets and goodwill and due to the judgement involved
in the periodic impairment assessment in respect of
assumptions around expected future cash flows and
client attrition rates.
We assessed the appropriateness of the Group’s
disclosure in the financial report.
Other information
The directors are responsible for the other information. The other information comprises the Financial
highlights, Five year financial summary, Joint report of the Chairman and the Managing director,
Corporate directory, the Directors’ Report and Shareholder information included in the Group’s
annual report for the year ended 30 June 2017 but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
Page 73
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's
report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 18 to 23 of the Directors’ report for the
year ended 30 June 2017.
In our opinion, the remuneration report of Fiducian Group Limited for the year ended 30 June 2017
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Craig Stafford
Partner
Sydney
17 August 2017
Page 74
South Australia
Office Location
Adelaide City Central
P A G E 7 5
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED SHAREHOLDER INFORMATION
A. DISTRIBUTION OF EQUITY SECURITY HOLDERS BY SIZE OF HOLDING
Analysis of numbers of equity security holders by size of holding, as at 1 August 2017
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
OPTION HOLDERS
ORDINARY SHARE HOLDER
-
-
-
-
1
-
1
197
393
135
142
24
25
916
There were 20 holders of a less than marketable parcel of ordinary shares.
B. EQUITY SECURITY HOLDERS
TWENTY LARGEST QUOTED EQUITY SECURITY HOLDERS
The names of the 20 largest registered shareholders of quoted equity securities as at 1 August 2017, are listed below
NAME
NUMBER HELD
PERCENTAGE OF
ISSUED SHARES
1
2
3
4
5
6
7
8
9
INDYSHRI SINGH PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
LONDON CITY EQUITIES LIMITED
SHRIND INVESTMENTS PTY LTD (INDYSHRI SUPER FUND A/C)
BNP PARIBAS NOMS PTY LTD
NATIONAL NOMINEES LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED (COLONIAL FIRST STATE INV A/C)
CITICORP NOMINEES PTY LIMITED
10
NORCAD INVESTMENTS PTY LTD
11 MR VICTOR JOHN PLUMMER
12
13
HUNTER PLACE SERVICES PTY LTD
D R SMITH HOLDINGS PTY LTD
14 MR IVAN TANNER + MRS FELICITY TANNER (THE SUPERNATURAL S/F A/C)
15 GARRETT SMYTHE LTD
16
17
18
19
BNP PARIBAS NOMINEES PTY LTD (IB AU NOMS RETAILCLIENT DRP)
HFR PTY LTD (THE F & M KHOURI S/FUND A/C)
BNP PARIBAS NOMS (NZ) LTD
BOND STREET CUSTODIANS LIMITED (GANES VALUE GROWTH A/C)
20 MR IAN HAROLD HOLLAND
8,895,933
2,420,992
1,916,303
1,627,918
1,171,610
1,048,755
890,718
866,328
666,869
650,000
600,000
583,000
500,000
448,400
339,000
279,215
268,323
253,709
223,509
165,000
28.45%
7.74%
6.13%
5.21%
3.75%
3.35%
2.85%
2.77%
2.13%
2.08%
1.92%
1.86%
1.60%
1.43%
1.08%
0.89%
0.86%
0.81%
0.71%
0.53%
23,815,582
76.15%
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
P A G E 7 6
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
UNQUOTED EQUITY SECURITIES
As at 1 August 2017
TYPE OF SECURITY
Options - Managing Director
NUMBER ON ISSUE
NUMBER OF HOLDERS
100,000
100,000
1
1
C. SUBSTANTIAL SHAREHOLDERS
Substantial shareholders and associates as at 1 August 2017 (more than 5% of a class of shares) in the Company are set
out below
NAME
INDYSHRI SINGH PTY LIMITED and associates
J P MORGAN NOMINEES AUSTRALIA LIMITED
LONDON CITY EQUITIES LIMITED
NUMBER HELD
PERCENTAGE
10,523,851
2,420,992
1,916,303
33.66%
7.74%
6.13%
D. VOTING RIGHTS
The voting rights attached 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
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
P A G E 7 7
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
CORPORATE DIRECTORY
SHARE REGISTER
Computershare Investor Services Pty Limited
Level 4, 60 Carrington Street
Sydney NSW 2000
AUDITOR
PricewaterhouseCoopers
Chartered Accountants
One International Towers
Watermans Quay, Barangaroo
Sydney NSW 2000
BANKERS
Westpac Banking Corporation
275 Kent Street
Sydney NSW 2000
ANZ Banking Group
388 Collins Street
Melbourne VIC 3000
National Australia Bank Limited
500 Bourke Street
Melbourne VIC 3000
AUSTRALIAN SECURITIES
EXCHANGE LISTING
Fiducian Group Limited (ASX:FID)
WEBSITE ADDRESS
www.fiducian.com.au
DIRECTORS
R Bucknell FCA
Chairman
I Singh CFP, BTech, MComm (Bus), ASIA, ASFA, Dip. FP
Managing Director
F Khouri B Bus, FCPA, CTA
C Stone B Comm, LLB, LLM, CA, ACIS
(Resigned on 20 October 2016)
S Hallab B Ec (Accnt & Law), CA, GAICD, FAIST
(Appointed on 12 August 2016)
SECRETARY
I Singh CFP, BTech, MComm (Bus), ASIA, ASFA, Dip. FP
NOTICE OF ANNUAL GENERAL
MEETING
The annual general meeting of
Fiducian Group Limited
Will be held at Level 4, 1 York Street, Sydney.
Time: 10:00 am
Date: Thursday 19 October 2017
PRINCIPAL REGISTERED
OFFICE IN AUSTRALIA
Level 4
1 York Street
Sydney NSW 2000
(02) 8298 4600
WHOLLY OWNED OPERATING
ENTITIES
Fiducian Business Services Pty Limited
Fiducian Financial Services Pty Limited
Fiducian Investment Management Services Limited
Fiducian Portfolio Services Limited
Fiducian Services Pty Limited
P A G E 7 8
ANNUAL REPORT 2017 | FIDUCIAN GROUP LIMITED
FIDUCIAN GROUP LIMITED
Level 4, 1 York Street, Sydney NSW 2000 Australia
GPO Box 4175, Sydney NSW 2001 Australia
Telephone: +61 (2) 8298 4600 Fax: + 61 (2) 8298 4611
www.fiducian.com.au
P A G E C