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Intermediate Capital GroupGlobal Masters Fund Limited
ABN 84 109 047 618
Level 12,
Corporate Centre One
2 Corporate Court
BUNDALL QLD 4217
www.globalmastersfund.com.au
Annual Report
30 June 2018
FINANCIAL YEAR END
30 June 2018
ANNUAL GENERAL MEETING
The Annual General Meeting of
Global Masters Fund Limited:
WILL BE HELD AT:
The office of
Bentleys NSW Pty Ltd
Level 14
60 Margaret Street
Sydney NSW 2000
TIME:
2.00pm (NSW Time)
DATE:
Friday 9 November 2018
INVESTING IN GLOBAL
MASTERS FUND LIMITED
Investors can purchase shares in
Global Masters Fund Limited through
the Australian Securities Exchange.
ASX code: GFL
Global Masters Fund Limited
ABN 84 109 047 618
Registered in NSW
12 May 2004
GLOBAL MASTERS FUND LIMITED DIRECTORS (from left to right)
Dr Emmanuel (Manny) Pohl, Murray d’Almeida, Jonathan Addison and Patrick Corrigan AM
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6
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12
16
31
32
36
37
39
TABLE OF CONTENTS
Chairman’s Report
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Financial Report
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Investments
Corporate Directory
Global Masters Fund
HIGHLIGHTS FOR 2018
Highlights for
the year ending
June 2018
The Net Tangible Assets (NTA) value of the Company per share increased by
11.5% before recognising the deferred tax liability on unrealised gains, whilst
the All Ordinaries Index of ASX increased by 9.1% over the twelve months ended
30 June 2018.
The Company initiated a 1 for 4 Rights Issue that realised $4,262,788 (after
costs) to extend investments into international equities.
Total Comprehensive Income increased from $1,418,916 in 2017 to 1,805,885
in 2018 and comparable income earnings per share increased from $16.54 to
$18.08.
Major Investments
June 2018
ALLOCATION
BRK
FSI
ATY
Other UK
Cash
OVERVIEW
COMPANY PROFILE
Global Masters Fund Limited (the “Company”) was listed on the ASX in 2006 with the strategy to provide a vehicle for Australian investors,
seeking long-term capital growth through investing in Berkshire Hathaway Inc listed on the New York Stock Exchange (NYSE) and other
global investments. The Company’s policy is not to hedge the underlying currencies of its portfolio of global investments.
The portfolio is managed by EC Pohl & Co Pty Ltd which has a strong funds management investment team. The composition and
performance of the investment portfolio is monitored by the Board of Directors, which comprises business people with many years of
experience in business, investment and funds management.
There is no fixed management fee and no performance fee payable to the Manager for the administration of the Company and the existing
investments in Berkshire Hathaway, Athelney and FSI. However, for the new mandate given to the Manager (excluding the existing
investments), there will be a fee payable for good performance and active management in terms of a pre-determined formula.
OBJECTIVES
The investment objectives of Global Masters Fund Limited are:
To achieve medium to long-term capital growth and income through investing in listed international companies, including Berkshire
Hathaway Inc (NYSE), Athelney Unit Trust Plc (LSE) and Flagship Investments Limited (ASX); and
To preserve and enhance the NTA backing per share after allowing for inflation.
INVESTOR BENEFITS
The benefits for investors in Global Masters Fund Limited are:
Reduced share investment risk through a diversified investment portfolio;
Professional and disciplined management of an investment portfolio;
No entry or exit charges made by the Company; and
Easy access to information via the Company’s website www.globalmastersfund.com.au.
INVESTMENT MANAGER
The management of the Company’s investment portfolio is undertaken by EC Pohl & Co Pty Ltd, which also provides administration support.
Dr Manny Pohl is the Managing Director and major shareholder of EC Pohl & Co Pty Ltd. Information on the Investment Manager is available
from www.ecpohl.com.
Global Masters Fund Limited
4
CHAIRMAN’S REPORT
Dear Shareholder,
I am pleased to present the 13th Annual Chairman’s Report of Global
Masters Fund Limited for the 2017/18 financial year.
THE YEAR IN REVIEW:
The Company has enjoyed good growth over the past 12 months
with the Net Tangible Asset (NTA) value per share (before tax on
unrealised gains/losses) increasing by 11.5 %, driven mainly by an
increase in value of its major investment, Berkshire Hathaway, listed
on the New York Stock Exchange. Berkshire Hathaway, which owns
businesses ranging from insurers to railroads to retailers like Dairy
Queen, recently reported net earnings of $12 billion in the April-
through-June quarter. That profit was nearly triple last year's results
and marked a strong rebound from a rare loss of $1.1 billion in the
first three months of the year. On an adjusted basis, which removes
certain items like investment results, Berkshire posted earnings of
$6.9 billion, up more than 67 percent from $4.1 billion in last year's
second quarter. Berkshire's top holding is Apple, a company that this
past week became the first U.S. publicly traded stock to surpass a
market value of $1 trillion on the strength of its iPhone success.
Other big stock holdings include Coca-Cola, Wells Fargo and
American Express. Despite the company's board loosening rules last
month that gives Buffett, the Chairman and CEO of Berkshire, the
freedom to buy back shares of Berkshire stock whenever he feels it
makes financial sense, Berkshire did not announce a stock
repurchase plan. Berkshire represents approximately 60% of the
portfolio and continues its upward trend.
This increase in NTA was also supported by a fall in the Australian
dollar compared to the US currency. As mentioned in previous years,
your Board does not hedge the currency.
During the year, your Company raised additional capital and invested
the proceeds into the UK market. Since we are limited by close
corporation rules in the UK from acquiring additional shares in
Athelney Trust, a decision was taken to buy other shares directly on
the London Stock Exchange, after the British pound declined
following the BREXIT decision. UK investments comprise now 28.5%
of the portfolio and while we are confident that the companies we
have invested in will continue to grow their economic footprint, the,
as yet, unquantified risk in this is the final impact of BREXIT, which
remains uncertain. We are confident that commercial reality will
result in some kind of trade deal with the EU and the likelihood of
deals around the world. There is still an inherent risk for the London
Financial markets. Your Board, as well as the management of
Athelney Trust and EC Pohl & Co Pty Ltd will continually monitor
these matters so as to be in a position to react if necessary.
The United States economy continues to show good growth,
underpinned by tax cuts, strong corporate earnings and a strong job
market.
The Chinese economy is growing at an annual pace in excess of 6.5%
although authorities are focused on shoring up the financial system.
The risks associated with a Trade War cannot be underestimated and
could affect economic prospects around the world, including the
USA. Hopefully these matters can be resolved by negotiations and
commercial necessity.
Global Masters Fund Limited
5
The Australian economy is currently growing and surveys indicate
that business conditions and the strength of business activity are
good. There are also potential risks associated with low wages
growth; many commentators including the Reserve Bank of
Australia have raised these concerns. There are signs of an easing
in consumer spending and confidence.
THE MARKET OUTLOOK
The main story for markets continues to be the re-pricing of future
economic growth, with China leading emerging market equity
performance significantly lower. The Chinese market has been
worried by contracting liquidity (also a global phenomenon), and
the escalating trade war rhetoric. China’s currency, the RMB, has
devalued leading to renewed fear of another run of funds from the
mainland and a resultant popping of the debt bubble there.
Having said that, the unprecedented growth in China over recent
years still sees that economy to overtake the US economy as the
largest by 2029 if not sooner.
Chinese shares have broken a four-year uptrend and the Global
Emerging Market share index (of which China is a major part) has
broken a two-year bull-market trend too. Other proxies for global
growth such as copper, US government bonds and key cyclical
indices such as the European auto-manufacturers are all pointing
to genuine fears insofar as the impact of a trade war on growth.
As the cracks begin to emerge in the various ‘economic growth
proxies’ that I follow, so too are cracks emerging in the nearest
asset class to equities, which is corporate debt.
European and US corporate debt spreads from high yield issues
through to investment grade have all been pushing higher,
indicating
to
compensate for rising risks. As the closest asset class to equity,
this move will continue to restrain the broad equity markets at
best, or bring about outright downward pressure at worst.
require higher promised
investors
returns
THE BOARD
As always I thank my fellow Directors (Manny Pohl, Managing
Director, Patrick Corrigan and Murray d’Almeida) and our
Company Secretary (Mr Brian Jones) for their hard work and
engagement throughout the year and I also thank you as
Shareholders, for your support and loyalty for many years.
Yours sincerely
Jonathan Addison
Chairman
DIRECTORS' REPORT
Your Directors present their report on Global Masters Fund Limited for the financial year ended 30 June 2018.
1. DIRECTORS
The following persons were Directors of Global Masters Fund Limited from the beginning of the financial year until the date of
this report, unless otherwise stated: J Addison, Dr E Pohl, P Corrigan AM, M d’Almeida and Jason Pohl is an Alternate Director to
Dr Manny Pohl.
2.
INFORMATION ON DIRECTORS
Jonathan L Addison
B Ec, CFTP (Snr), FGIA, FCIS, MAICD
Dr Emmanuel (Manny) C Pohl
B.Sc (Eng), MBA, DBA, FAICD, MSAFAA, F Fin
Non-Executive Chairman
Member of Audit and Risk Committee
Managing Director
Member of Audit and Risk Committee
Experience and expertise
Non-Executive Chairman since 19 April 2005
Over 32 years experience in the investment
management industry. Investment consultant
and former CEO of the Meat Industry
Employees Superannuation Fund. Previous
experience includes Director and Asset
consultant with the Corporate Finance Section
of Pricewaterhouse Coopers and Manager at
Sedgwick Noble Lowndes.
Other Current directorships
Chairman of Gardior Pty Ltd
Chairman of Investment Committee of
Centaur Property Funds Management Ltd
Member of Investment Committee for Diversa
Trustees Ltd
Former Listed Company directorships
in last 3 years
Retired International Chairman of African
Enterprise International (July 2016)
Interest in Shares
Nil
Experience and expertise
Managing Director since the inception of the Company
in April 2005.
Extensive experience in the funds management
industry.
Other current directorships
Managing Director of Flagship Investments Limited
Chairman of Athelney Trust Plc
Chairman of EC Pohl & Co Pty Ltd and its subsidiaries
Chairman and President of Bond University Rugby Club
Director of Bond University Limited
Director of Huysamer International Holdings (Pty) Ltd
Trustee of Currumbin Wildlife Hospital Foundation
Former Listed Company directorships
in last 3 years
Executive Director of Barrack St Investments Limited
(retired June 2017)
Interest in Shares
Directly Held: 6,250
5,755,061 ordinary shares
Has a relevant interest in shares in the Company
over which he holds a Power of Attorney arrangement
with a number of Shareholders.
Global Masters Fund Limited
6
Patrick Corrigan AM
HonD (Bond University)
Murray H d’Almeida
FAICD
Non-Executive Director
Chairman of Audit and Risk Committee
Non-Executive Director
Member of Audit and Risk Committee
Experience and expertise
Director since 29 November 2006.
Experience and expertise
Director since 3 November 2016.
Extensive experience in accounting,
financial management and other
commercial acumen, including
investments. Chairman of an international
freight forwarding company for numerous
years.
Other current directorships
Emeritus Chairman of Gold Coast Regional
Art Gallery
Chairman of Qantas Art Scholarship
Committee
Director of Aboriginal Benefits Foundation
Limited
Director of National Portrait Gallery in
Canberra
Former Listed Company directorships
in last 3 years
Director Flagship Investments Limited
(Retired 6/11/15)
Non-Executive Chairman of UBI Logistics
(Australia) Pty Ltd (Retired 28/2/2016)
Deputy Chair of Air Freight Export Council
of NSW Inc
Interest in Shares
1,000
Over 36 years of diverse national and
international business experience. Founded
the Retail Food Group and developed a
presence in seven overseas countries.
Subsequently has maintained operating and
board positions within a range of financial
services, mining, commercial, academic,
government and sporting businesses and
organisations.
Other Current directorships
Chairman of Barrack St Investments Limited
Non-Executive Chairman of Incentia Pay
Limited
Director Triple Energy Limited
Deputy Chancellor Southern Cross University
Trustee of Currumbin Wildlife Foundation
Member of Gold Coast Light Rail Business
Advisory Board
Former Listed Company directorships
in last 3 years
Chairman EnviroSuite Limited
Chairman of Management Resource
Solutions PLC
Interest in Shares
2,578 indirect
Jason C Pohl
B.Com, LLB
Alternate Director
Experience and expertise
Appointed an Alternate Director to
Dr Manny Pohl on 20 June 2016.
Jason has six years of professional
experience in fundamental bottom-up
investment research at
ECP Asset Management Pty Ltd.
Originally pursuing a legal career, Jason
spent his initial stages of his professional
career working for Ashurst (previously
Blake Dawson) before being admitted as a
Legal Practitioner in the NSW Supreme
Court.
Other current directorships
Director of The Tabu Vodka Co Pty Ltd
Athelney Trust PLC (Alternate to Dr E C
Pohl)
Former Listed Company directorships
in last 3 years
Interest in Shares
1,000
Global Masters Fund Limited
7
DIRECTORS’ REPORT (Continued)
3. PRINCIPAL ACTIVITIES
The principal activity of the Company is investing in Berkshire
Hathaway Inc on NYSE, Athelney Unit Trust Plc on LSE and Flagship
Investments Limited on the ASX. Since the capital raising in
November 2017, the Company has expanded its investments to
include a selection of UK investments.
4. REVIEW OF OPERATIONS
The highlight of the year for Global Masters Fund was the rights offer
completed in November 2017. The support from Shareholders and
other Investors has allowed the Company to broaden its investments
in-line with the underlying investment objectives. Certainly, with
international relations in a constant state of flux, it makes sense that
Australian investors are turning to the experience and knowledge of
professional fund managers to uncover opportunities in foreign
markets.
During the year, revenue from dividends and interest has increased
$39,905 compared to FY17, with the contribution from UK
investments offsetting a reduced entitlement to Flagship dividends.
The reduction from Flagship Investments has come about after the
sale of 821,325 shares during FY17, this stimulated realised gains in
FY17 that were not repeated in FY18. It is positive to observe that the
Company can now generate sustainable income from a spread of
investments and can hold on to its core portfolio of Berkshire
Hathaway, Athelney and Flagship Investments.
Excluding Management and Performance Fees, expenses increased
on prior year by $116,393. A key driver of the increase was the Rights
offer which cost $41,000. This is the first year that Global Masters
Fund have made payment for Management Fees and Performance
Fees, which is based on the management of active investments, a
detailed explanation is provided in Management Services Agreement
Note 22.
For the full year, our portfolio performed well resulting in the NTA per
share, before tax on unrealised gains/losses, increasing by 11.5% over
the past twelve months. When compared to the ASX benchmark, the
All Ordinaries Index which increased by 9.1%, our Company has
continued to achieve our objective of enhancing the NTA backing per
share.
5. SIGNIFICANT CHANGES IN THE STATE OF
AFFAIRS
Significant changes in the state of affairs of the Company during the
financial year were as follows:
Portfolio return for the 12 months was 15.5%.
The 1 for 4 Rights offer raised $4,262,788 (after costs) (a 49.5%
increase in contributed equity) which has been invested in a
selection of equities listed on the London Stock Exchange.
6. MATTERS SUBSEQUENT TO THE END OF THE
FINANCIAL YEAR
No other matter or circumstance not otherwise dealt with in the
Director’s Report or Financial Report, which has arisen since the end
of the year that has significantly affected, or may significantly affect
the operations of the Company, the results of those operations or the
state of affairs of the Company in future financial years.
Global Masters Fund Limited
8
7. LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
There are no planned changes to principal activities. Any general
decline in equity markets may have an adverse effect on results in
future years.
8. ENVIRONMENTAL ISSUES
The Company’s operations are not regulated by any significant
environmental regulation under a law of the Commonwealth or of a
State or Territory.
9. EARNINGS PER SHARE
Based on profit after income tax.
Basic earnings per share
Diluted earnings per share
2018
Cents
(1.26)
(1.26)
2017
Cents
0.80
0.80
As a result of moving to AASB 9 Total Comprehensive Income is a
more appropriate base for detailing earnings per share.
2018
Cents
18.08
18.08
2017
Cents
16.54
16.54
Basic earnings per share
Diluted earnings per share
See Note 16 of the Financial Report.
10. COMPANY SECRETARY
Brian Jones B.Com, FCA
Brian Jones is a member of the Institute of Chartered Accountants
and is a registered tax agent. He has been Company Secretary of
Global Masters Fund Limited since 1 March 2007. He has over 36
years’ experience in the accounting and finance industries and is
currently Company Secretary of one other listed Company.
11. MEETINGS OF DIRECTORS
The number of Directors’ meetings attended by each of the Directors
of the Company during the financial year are:
Board
Audit and
Risk Committee
Director
Eligible
to attend
Attend
Eligible
to attend
Attend
J L Addison
Dr E C Pohl
P Corrigan AM
M H d’Almeida
5
5
5
5
5
5
5
5
4
4
4
4
4
4
4
4
12. REMUNERATION REPORT (AUDITED)
The remuneration report is set out under the following main
headings:
(A) Principles used to determine the nature and amount of
remuneration
(B) Details of remuneration
(C)
Service agreements
(D) Share-based compensation
(E) Related Party Transactions
(F) Equity Instrument Disclosure relating to Key Management
Personnel
(A) Principles used to determine the nature and
amount of remuneration
Fees and payments to Directors reflect the demands which are made
on, and the responsibilities of, the Directors.
No remuneration consultants were engaged during the year.
The per annum remuneration of the Directors remains unchanged
from the previous year:
Chairman
Other Directors
$45,000
$40,000
There is no performance based remuneration for Directors.
(B) Details of remuneration
Details of the remuneration of each Director of Global Masters
Fund Limited and the executives of the Company are set out in the
following table.
DETAILS OF REMUNERATION
Short-term Benefits
Director
Year
Fees
Performance
Fees
J L Addison*
Non-executive Chairman
Dr E C Pohl
Managing Director
P Corrigan AM *
Non-executive Director
M d’Almeida *
Non-executive Director
Total Directors Remuneration
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
$
46,125
46,125
50,500
31,000
41,000
41,000
41,000
30,750
178,625
148,875
$
-
-
-
-
-
-
-
-
Non-
monetary
Benefits
$
-
-
-
-
-
-
-
-
Post-
Employment
Super
Equity
Shares
Option
s
Total
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
46,125
46,125
50,500
31,000
41,000
41,000
41,000
30,750
178,625
148,875
* Inclusive of non-claimable GST amount
(C) Service agreements
As the Company does not employ any staff, there are no employment service agreements entered into by the Company. The Company Secretary
is a self-employed Contractor and the Managing Director is employed by the Investment Manager – EC Pohl & Co Pty Ltd.
(D) Share-based compensation
No share-based compensation exists.
(E) Related Party Transactions
The following transactions occurred with other related parties:
Expenses paid or payable by the Company to:
–
–
–
–
A Performance Fee and Management Fee was payable in accordance with the Management
Services Agreement as detailed in Note 21.
Dr E C Pohl has an interest in the transaction as during the year Dr E C Pohl was a Director of
EC Pohl & Co Pty Ltd
EC Pohl & Co Pty Ltd for Performance Fee
EC Pohl & Co Pty Ltd for Management Fee.
All related party transactions are made on an arm’s length basis using the standard terms and conditions.
2018
$
2017
$
67,918
35,898
-
-
Global Masters Fund Limited
9
DIRECTORS’ REPORT (Continued)
(F) Equity Instrument Disclosure relating to Key Management Personnel
The number of shares in the Company held during the financial year by each Director of Global Masters Fund Limited, including their related
parties is set out below. There were no shares granted during the year as compensation.
2018
Balance At The Start Of
The Year
Received During The Year By
Exercise Of Rights
Other Changes During
The Year
Balance At the End
Of The Year
J L Addison
Dr E C Pohl *
P Corrigan AM
M H d’Almeida
NIL
5,000
NIL
NIL
-
-
-
-
-
1,250
1,000
2,578
NIL
6,250
1,000
2,578
*
In addition to the securities owned directly by Dr EC Pohl, there are 5,755,061 shares registered
in entities associated with EC Pohl & Co Pty Ltd, of which he is a Director and Shareholder.
END OF REMUNERATION REPORT (AUDITED)
13. GENERAL TRANSACTIONS
18. NON-AUDIT SERVICES
Other than the Director’s remuneration, the Company does not
directly contract with any of the Directors.
14. LOANS
There are no loans issued to any of the Directors (30 June 2017 –
Nil).
15. OPTIONS
No options have been issued during or since the financial year (30
June 2017 – Nil).
16. INSURANCE OF OFFICERS AND/OR AUDITORS
During the financial year the Company insured the Directors and
Officers against certain liabilities as permitted by the Corporations
Act 2001. The insurance policy prohibits disclosure of the nature of
the cover, the amount of the premium, the limit of liability and other
terms.
The Company has entered into an agreement for the purpose of
indemnifying Directors and Officers, to the extent permitted by law,
against any liability (including the costs and expenses of defending
actions for an actual or alleged liability) incurred in their capacity as
a Director and Officer of the Company.
The Company has not during or since the financial year indemnified
or paid any insurance premiums to indemnify the auditors.
17. 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 proceeding 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.
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 are important.
There have been no amounts paid or payable to the auditors for
non-audit services provided during the year.
The Directors have considered the position and are satisfied that
the provision of any non-audit services (if necessary in future) is
compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The Audit and
Risk Committee is satisfied that the provision of any non-audit
services by the auditor, would not compromise the auditor
independence requirements of the Corporations Act 2001 for the
following reasons:
All non-audit services would be reviewed by the Audit and
Risk Committee to ensure they do not impact the impartiality
and objectivity of the auditor; and
None of the services undermine the general principles
relating to auditor independence as set out in APES 110,
including reviewing or auditing the auditor’s own work, acting
in a management or a decision-making capacity for the
Company, acting as advocate for the Company or jointly
sharing economic risk and rewards.
A copy of the Auditor’s Independence Declaration as required
under section 307C of the Corporation Act 2001 is set out on page
11.
Dr Emmanuel (Manny) C Pohl
Managing Director
24 August 2018
Global Masters Fund Limited
10
AUDITOR’S INDEPENDENCE DECLARATION
Global Masters Fund Limited
11
CORPORATE GOVERNANCE STATEMENT: FOR THE YEAR ENDED 30 JUNE 2018
Recommendation 1.3: Written agreement with each Director
and Senior Executive setting out the terms of their
appointment
Compliant
Upon appointment, each Director receives a letter of appointment
which sets out the formal terms of their appointment, along with a
deed of indemnity, insurance and access.
Recommendation 1.4: The Company Secretary of a listed
entity should be accountable directly to the Board, through
the Chair, on all matters to do with the proper functioning of
the Board
Compliant
The Company Secretary is directly accountable to the Board on
matters relating to the proper functioning of the Board.
Details regarding the Company Secretary, including experience and
qualifications, are set out in the Directors’ Report.
Recommendation 1.5: Gender Diversity
Not Compliant
In respect of diversity, the Board considers that diversity includes
differences that relate to gender, age, ethnicity and cultural
background. It also includes differences in background and life
experience, communication styles, interpersonal skills, education and
problem solving skills.
The Board seeks to develop a culture of diversity whereby a mix of
skills and diverse backgrounds are employed by the Company at all
levels, through structuring the recruitment processes at all levels, so
that a diverse range of candidates are considered and there are no
excuses or unconscious biases that might discriminate against certain
candidates. However, as the Company is an externally managed
entity, this recommendation is not applicable.
Recommendations 1.6 and 1.7: Board and Senior Executive
Evaluation
Compliant
The Board is committed to formally evaluating its performance and
the performance of the Audit and Risk Committee and individual
Directors, as well as the governance processes supporting the Board.
The Board does this through an annual assessment process. Any
issues identified are addressed at subsequent Board meetings.
PRINCIPLE 2:
Structure the Board to add value
Recommendation 2.1: Establish a Nomination Committee
Non-Compliant
The Company has not established a formal Nomination Committee,
as the Board considers that, due to the scope and nature of the
Company’s activities, the whole Board should undertake the
responsibility.
This statement outlines the main corporate governance practices that
were in place for the year ended 30 June 2018. The statement
explains the extent to which the Company complies with the ASX
Corporate Governance Principles and Recommendations, including
explanations of why certain recommendations have not been
For ease of comparison with the Principles and
followed.
Recommendations,
the Company’s
compliance with each of the specific recommendations as follows.
this section summarises
PRINCIPLE 1:
Lay solid foundations for management and oversight
Recommendation 1.1: Respective roles and responsibilities
of its Board and Management
Compliant
The Board is responsible for the overall corporate governance of the
entity and its overriding objective is to protect and increase
Shareholder value. The Board guides and monitors the business to
ensure that the Company is properly managed in the best interest of
Shareholders. The Board is accountable to its Shareholders.
It is responsible for a broad range of matters including:
monitoring the Investment Manager and the composition and
performance of the investment portfolio;
monitoring and assessing the performance of the Managing
Director;
undertaking Director nomination matters including succession
planning for the Board to ensure an appropriate mix of skills,
experience, expertise and diversity is maintained;
approving and maintaining appropriate risk management and
internal control systems to identify, assess, monitor and
manage the Company’s business risks on an ongoing basis;
overseeing the Company’s process
communications; and
for disclosure and
developing and approving appropriate Company policies,
procedures and codes of behaviour as required to maintain a
culture of integrity and a strong framework of corporate
governance.
The Board has adopted a formal Board Charter that details the
Board’s role, authority, responsibilities, membership and operations,
and is available on the Company’s website:
www.globalmastersfund.com.au
The Charter sets out the matters specifically reserved for the Board
and the powers delegated to its Committees.
Recommendation 1.2:
election/re-election
Compliant
Information prior to Director
Before the Board appoints a new Director or puts forward a candidate
for election, the Board will ensure that appropriate background
checks are undertaken. Shareholders are provided with all material
information in our possession that is relevant to their decision on
whether or not to elect or re-elect a Director through a number of
channels, including via the Notice of Meeting, the Director Resumés
and other information contained in the Annual Report.
Global Masters Fund Limited
12
Recommendation 2.2: Have and disclose a Board skills matrix
Compliant
The Company’s objective is to have an appropriate mix of expertise
and experience on our Board and its Committees so that the Board
can effectively discharge its corporate governance and oversight
responsibilities. This mix is described in the Board skills matrix below.
Expertise
Financial knowledge and
experience
Legal, governance and
compliance
Commercial acumen
Risk management
Experience
Industry
Finance
Superannuation
Market
Australian Listed Securities
Geographic
Australia
Recommendation 2.3: Independent Directors
Compliant
The Board has accepted that an Independent Director is as defined in
Box 2.3 of the ASX Corporate Governance Principles and
Recommendations (3rd Edition).
Of the current Board members, Mr Jonathan Addison, Mr Patrick
Corrigan AM and Mr Murray d’Almeida are considered to be
independent Directors.
The length of service of each Director is set out in the Directors
Report.
Recommendation 2.4: A majority of the Board of a listed
entity should be independent Directors
Compliant
The structure of the Board does comply with this recommendation in
(refer
the Directors are
that a majority of
recommendation 2.3).
independent
Recommendation 2.5: The Chair of the Board of a listed
entity should be an independent Director and, in particular,
should not be the same person as the CEO of the entity
Complaint
The Company’s Chairman is Mr Jonathan Addison an independent
Director.
Recommendation 2.6: Director induction and professional
development
Compliant
New Directors are inducted into the Company’s processes and
policies in a suite of ways, including the provision of a ‘Board manual’,
interviews with senior management of the Investment Manager and
out of session meetings with other Directors. All Directors are
encouraged to undertake ongoing professional development both in
their area of technical expertise and in the skills required to
effectively execute the role of Director.
PRINCIPLE 3:
Act ethically and responsibly
Recommendation 3.1: Code of Conduct
Compliant
The Company has developed a Code of Conduct (the Code) which has
been fully endorsed by the Board and applies to all Directors and
officers. The Code is reviewed annually and updated as necessary to
ensure
it reflects the highest standards of behaviour and
professionalism and the practices necessary to maintain confidence
in the Company’s integrity. A summary of the Code is available on the
Company’s website:
www.globalmastersfund.com.au
The Code sets out the Company’s commitment to conducting its
business in accordance with all applicable laws and regulations while
demonstrating and promoting the highest ethical standards.
PRINCIPLE 4:
Safeguard integrity in corporate reporting
Recommendation 4.1: Audit Committee
Compliant
The Company has an Audit and Risk Committee which comprises
three independent Directors.
The composition of the Committee, a record of its meetings, and the
relevant experience of each member of the Committee is set out in
the Directors Report.
The Audit and Risk Committee charter is available on the Company’s
website: www.globalmastersfund.com.au
Recommendation 4.2: CEO and CFO declaration on the
financial records
Compliant
The Board has received a declaration from the CEO and CFO that the
Company’s financial records have been properly maintained and that
the financial statements comply with the appropriate accounting
standards and give a true and fair view of the financial position and
performance of the Company and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
A summary of the Code is available on the Company’s website:
www.globalmastersfund.com.au
Recommendation 4.3: The external auditor should attend
the AGM and be available to answer questions from security
holders relevant to the audit
Compliant
Joe Pien, Chartered Accountant, the Company’s auditor, was
available at the most recent AGM and will be available at the next
AGM to answer questions from Shareholders. It is the policy of the
Board to always request auditor presence at AGMs.
Global Masters Fund Limited
13
CORPORATE GOVERNANCE STATEMENT: FOR THE YEAR ENDED 30 JUNE 2018 (Continued)
Recommendation 6.3: Disclose the policies and processes it
has in place to facilitate and encourage participation at
meetings of security holders
Compliant
The Company facilitates and encourages participation at meetings of
security holders by having sections of each meeting dedicated to
questions from the floor. Shareholders are given at least 30 days’
notice of security holder meetings and those that are unable to
attend in person may email or fax questions they would like
answered. The Company provides a direct voting facility to allow
security holders to vote ahead of AGMs without having to attend or
appoint a proxy.
Recommendation 6.4: Give security holders the option to
receive communications from, and send communications to,
the entity and its security registry electronically
Compliant
Quarterly reports and other information required to be sent to
Shareholders are sent by email to all persons who have requested
their name to be added to the Company’s email list. If requested, the
Company will provide general information by email, facsimile or post.
PRINCIPLE 7:
Recognise and manage risk
Recommendation 7.1: Risk Committee
Compliant
The Audit and Risk Committee monitors the Company’s business
risks.
The composition of the Committee and a record of its meetings is set
out in the Directors Report.
The Audit and Risk Committee charter is available on the Company’s
website: www.globalmastersfund.com.au
Recommendation 7.2: Annual risk management framework
review
Compliant
Each year, the Audit and Risk Committee, reviews the Company’s risk
management framework. Ad hoc reviews may also be conducted
when the Board perceives that the risk environment has shifted
significantly. A review was conducted during the year.
Recommendation 7.3: Internal audit function
Non-Compliant
The Company does not have an internal audit function as the Board
has deemed it is not necessary giving consideration to the size and
nature of the Company. Instead, the full Board through the Audit and
Risk Committee liaises closely with the Company’s external auditor to
identify potential improvements to the risk management and internal
control processes.
PRINCIPLE 5:
Make timely and balanced disclosure
Recommendation 5.1: Continuous Disclosure Policy
Compliant
The Company has a Continuous Disclosure Policy which sets out the
obligations of the Company’s Directors and officers in relation to
continuous disclosure as well as the Company’s obligations under the
Corporations Act and the ASX Listing Rules. The policy also contains
procedures for internal notification and external disclosure, as well as
procedures for promoting understanding of compliance with the
disclosure requirements and for the monitoring of Company
compliance.
The Disclosure Policy is available on the Company’s website:
www.globalmastersfund.com.au
PRINCIPLE 6:
Respect the rights of security holders
Recommendation 6.1:
A listed entity should provide
information about itself and its governance to investors via
its website
Compliant
Investors and other stakeholders can find information about the
Company on its website: www.globalmastersfund.com.au
Information on the Company’s corporate governance practices can
also be found at www.globalmastersfund.com.au
Recommendation 6.2: A listed entity should design and
implement an
investor relations program to facilitate
effective two-way communication with investors
Compliant
The Company’s Communications Policy sets out how the Company
will communicate with Shareholders.
to Shareholders
is communicated
Information
the
distribution of a quarterly report, annual and half yearly financial
reports, announcements through the ASX and the media, on the
Company’s website and through the Chairman’s address at the
Annual General Meeting.
through
If requested, the Company will provide general information by email,
facsimile or post.
Through the Company’s information email address and phone
number, and at AGMs, the Company encourages two-way
communication with Shareholders.
The Communication Policy is available on the Company’s website:
www.globalmastersfund.com.au
Global Masters Fund Limited
14
Recommendation 7.4: Exposure to economic,
environmental and social sustainability risks
Compliant
The Board monitors the business risk and guides the affairs of the
Company in the discharge of its stewardship responsibilities.
The Board meeting agendas and reports advise the Board of current
and forthcoming issues relevant to the Company’s operations and
performance. The Board reviews the investment portfolio at their
regular meetings.
Management has designed and implemented a risk management and
internal control system through a Risk Management Framework. The
Framework is monitored by the Audit and Risk Committee with
regular reporting to Committee meetings. The Framework is
reviewed yearly by the Committee.
The identified risks are grouped within the Framework under the
following headings:
Strategic
Operational
External Macro
Environmental
PRINCIPLE 8:
Remunerate fairly and responsibly
Recommendation 8.1: Remuneration Committee
Non-Compliant
Given the size of the Company and the nature of its activities, these
functions are undertaken by the Board.
Recommendation 8.2: Disclose its policies and practices
regarding the remuneration of non-executive Directors and
the remuneration of executive Directors and other senior
executives
Compliant
The maximum amount of Directors’ fees is fixed by Shareholders at
the Annual General Meeting and can only be varied by Shareholders
in a similar manner. In determining the allocation of fees, the Board
takes into account the time demands on each Director, together with
the responsibilities undertaken by them and market practices of
similar sized businesses in the Listed Investment Company sector.
It is the policy of the Board not to issue Directors incentive shares or
options.
The details of the remuneration received by Directors in the
2017/2018 year are included in the Remuneration Report contained
within the Directors’ Report.
Recommendation 8.3: Equity-based remuneration
Non-Compliant
As the Company does not have an equity-based remuneration
scheme, Recommendation 8.3 is not applicable.
Global Masters Fund Limited
15
FINANCIAL REPORT
CONTENTS OF FINANCIAL REPORT
Page
Financial Report
Statement of Profit or Loss and Other Comprehensive
Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Investments
Corporate Directory
17
18
19
20
21
31
32
36
37
39
This financial report covers Global Masters Fund Limited as an individual entity.
There are no controlled entities.
Global Masters Fund Limited is a company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal place of business is:
Global Masters Fund Limited
Level 12
Corporate Centre One
2 Corporate Court
BUNDALL QLD 4217
The financial report was authorised for issue by the Directors on 24 August 2018.
A description of the nature of the entity’s operations and its principal activities is
included in the Operating and Financial Review.
Through the use of the internet, we have ensured that our corporate reporting is
timely, complete and available globally at minimum cost to the Company. All media
releases, financial reports and other information are available from the Company at
the above address or from our website:
www.globalmastersfund.com.au
Global Masters Fund Limited
16
GLOBAL MASTERS FUND LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Revenue
Other expenses
Profit /(Loss) before income tax
Income tax benefit/(expense)
Net Profit for the year
Other Comprehensive Income
Notes
2018
$
2017
$
5
6
7
307,204
369,162
(521,104)
(300,895)
(213,900)
68,267
88,194
-
(125,706)
68,267
Changes in fair value of available-for-sale Financial Assets, net of tax
7c
1,931,591
1,350,649
Total Comprehensive Income for the year
1,805,885
1,418,916
Earnings per share:
Basic earnings per share
Diluted earnings per share
Comprehensive Income:
Comprehensive earnings per share
Cents
(1.26)
(1.26)
Cents
0.80
0.80
16
16
16
18.08
16.54
The accompanying Notes form part of these Financial Statements.
Global Masters Fund Limited
17
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents
Trade and Other Receivables
Other Assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Financial Assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and Other Payables
TOTAL CURRENT LIABILIITES
NON-CURRENT LIABILITIES
Deferred Tax Liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated losses
TOTAL EQUITY
.
Notes
2018
$
2017
$
8
9
10
11
12
13
14
15
497,002
25,404
17,530
539,936
1,012,558
2,364
26,846
1,041,768
23,025,341
23,025,341
15,824,624
15,824,624
23,565,277
16,866,392
91,122
91,122
28,513
28,513
2,480,404
2,480,404
2,571,526
1,912,801
1,912,801
1,941,314
20,993,751
14,925,078
12,871,873
8,626,576
(504,698)
20,993,751
8,609,085
6,814,525
(498,532)
14,925,078
The accompanying Notes form part of these Financial Statements.
Global Masters Fund Limited
18
GLOBAL MASTERS FUND LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
2017
Balance at 1 July 2016
Total Comprehensive Income
Profit/(Loss) for the Year
Other Comprehensive Income
Total Comprehensive Income
Issued
Share
Capital
$
Retained Profits/
(Accumulated
Losses)
$
Reserves
$
Total
Equity
$
8,609,085
(566,799)
5,463,876
13,506,162
-
-
-
68,267
-
68,267
-
1,350,649
1,350,649
68,267
1,350,649
1,418,916
Balance at 30 June 2017
8,609,085
(498,532)
6,814,525
14,925,078
2018
Balance at 1 July 2017
Total Comprehensive Income
Profit/(Loss) for the Year
Other Comprehensive Income
Total Comprehensive Income
Issued
Share
Capital
$
Retained Profits/
(Accumulated
Losses)
$
Reserves
$
Total
Equity
$
8,609,085
(498,532)
6,814,525
14,925,078
-
-
-
(125,706)
-
(125,706)
-
1,931,591
1,931,591
(125,706)
1,931,591
1,805,885
Transactions with Owners in their capacity as owners
Shares issued as a result of Rights Issue
Less: Capital Raising costs
Total Transactions with Owners
Other
Transfer from reserves to accumulated losses
4,289,126
(26,338)
4,262,788
-
-
-
-
-
-
4,289,126
(26,338)
4,262,788
-
119,540
(119,540)
-
Balance at 30 June 2018
12,871,873
(504,698)
8,626,576
20,993,751
The accompanying Notes form part of these Financial Statements.
Global Masters Fund Limited
19
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Distributions and Dividends received
Interest received
Payments to suppliers and employees
Net cash provided by/(used in) operating activities
24
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of Flagship Investments Limited
Proceeds from sale of Other UK Investments
Proceeds from sale of Colonial First State Units
Purchase of shares in Athelney Trust Plc
Purchase of Shares in Other UK Investments
Net cash (used in)/provided by investing activities
CASH FLOWS FROM FINANCTING ACTIVITIES
Proceeds from Rights Issue – issue of new shares
Capital Raising Costs
Net cash provided by financing activities
Notes
2018
$
2017
$
208,077
3,157
(416,911)
(205,677)
188,064
1,830
(308,941)
(119,047)
-
1,296,539
461,978
-
-
(5,034,645)
(4,572,667)
4,289,126
(26,338)
4,262,788
-
1,513
(222,749)
-
1,075,303
-
-
-
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the year
(515,556)
1,012,558
956,256
56,302
Cash and cash equivalents at end of year
8
497,002
1,012,558
The accompanying Notes form part of these Financial Statements.
Global Masters Fund Limited
20
Deferred tax assets and liabilities are measured at the tax rates that
are expected to apply to the period when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised for all deductible temporary
differences and unused tax losses to the extent that it is probable that
taxable profit will be available against which the deductible
temporary differences and losses can be utilised.
Current and deferred tax is recognised as income or an expense and
included in profit or loss for the period except where the tax arises
from a transaction which is recognised in other comprehensive
income or equity, in which case the tax is recognised in other
comprehensive income or equity respectively.
(c) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of
goods and services tax (GST), except where the amount of GST
incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payable are stated inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is
included as part of receivables or payables in the statement of
financial position.
Cash flows in the statement of cash flows are included on a gross basis
and the GST component of cash flows arising from investing and
financing activities which is recoverable from, or payable to, the
taxation authority is classified as operating cash flows.
(d) Cash and Cash Equivalents
Cash and cash equivalents comprises cash on hand, demand deposits
and short-term investments which are readily convertible to known
amounts of cash and which are subject to an insignificant risk of
change in value.
(e) Financial Instruments
Financial Assets At Fair Value Through Profit Or Loss
Financial assets at fair value through Profit or Loss are Financial
Instruments convertible in to Equity Instruments. A financial asset is
classified in this category if it is so designated by management and
within the requirement of AASB 9 Financial Instruments. Realised and
unrealised gains and losses arising from changes in the fair value of
these assets are included in the profit or loss in the period in which
they arise.
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
The functional and presentation currency of Global Masters Fund
Limited is Australian dollars. Its shares are publicly traded on the
Australian Securities Exchange (“ASX”).
1. BASIS OF PREPARATION
The financial statements are general purpose financial statements
that have been prepared
in accordance with the Australian
Accounting Standards and the Corporations Act 2001.
These financial statements and associated notes comply with
International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board.
The financial statements have been prepared on an accruals basis and
are based on historical costs modified, where applicable, by the
measurement at fair value of selected non-current assets, financial
assets and financial liabilities.
Significant accounting policies adopted in the preparation of these
financial statements are presented below and are consistent with
prior reporting periods unless otherwise stated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(a) Revenue and Other Income
Revenue is recognised when the amount of the revenue can be
measured reliably, it is probable that economic benefits associated
with the transaction will flow to the Company and specific criteria
relating to the type of revenue as noted below, has been satisfied.
Revenue is measured at the fair value of the consideration received
or receivable and is presented net of returns, discounts and rebates.
All revenue is stated net of the amount of goods and services tax
(GST).
Interest Revenue
Interest is recognised using the effective interest method.
Dividend Revenue
Dividends are recognised when the entity’s right to receive payment
is established.
(b)
Income Tax
The income tax expense recognised in the statement of profit or loss
and other comprehensive income comprises of current income tax
expense plus deferred tax expense.
Current tax is the amount of income taxes payable (recoverable) in
respect of the taxable profit (loss) for the year and is measured at the
amount expected to be paid to (recovered from) the taxation
authorities, using the tax rates and laws that have been enacted or
substantively enacted by the end of the reporting period. Current tax
liabilities (assets) are measured at the amounts expected to be paid
to (recovered from) the relevant taxation authority.
Global Masters Fund Limited
21
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(e) Financial Instruments (continued)
Financial Assets At Fair Value Through Other Comprehensive
Income
The Company is a long-term investor in equity instruments. Under
AASB 9, these investments are classified as fair value through Other
Comprehensive Income. After initial recognition at fair value (being
cost), the Company has elected to present in Other Comprehensive
Income changes in fair value of equity instruments investments.
Unrealised gains and losses on investments are recognised in the
Asset Revaluation Reserve until the investment is sold or otherwise
disposed of, at which time the cumulative gain or loss is transferred
to the Profit and Loss Statement.
Available-For-Sale Financial Assets
These investments are measured at fair value.
Unrealised gains and losses arising from changes in the fair value of
these assets are taken directly to Other Comprehensive Income and
accumulated in Equity.
When these Financial Assets are sold, the accumulated fair value
adjustments are reclassified from Equity to the profit or loss as gains
and losses on sale.
Available-For-Sale Financial Assets are assessed at each reporting
date to determine whether there is an objective evidence that it is
impaired. In the case of Available-For-Sale Financial Instruments, a
significant or prolonged decline in the value of the instruments below
cost is considered to be evidence of whether or not impairment has
arisen.
Any cumulative impairment loss in respect of an Available-For-Sale
Financial Asset previously recognised in equity is reclassified to Profit
or Loss.
An impairment loss is reversed if the reversal can be related
objectively to an event occurring after the impairment loss was
recognised. For Available-For-Sale Financial Assets that are debt
securities, the reversal is recognised in Profit or Loss. For equity
securities, the reversal is recognised in Other Comprehensive Income.
Loans and Receivables
Loans and receivables are recognised initially at fair value and
subsequently measured at amortised cost, less provision for doubtful
debts. Trade receivables are due for settlement no more than 30 days
from the date of recognition.
Collectability of loans and receivables is reviewed on an ongoing basis.
Debts which are known to be uncollectible are written off. A provision
for impairment of trade receivables is established when there is
objective evidence that the Company will not be able to collect all
amounts due according to the original terms of the receivables.
Global Masters Fund Limited
22
Significant financial difficulties of the debtor, probability that the
debtor will enter bankruptcy or financial reorganisation, and default
or delinquency in payments (more than 30 days overdue) are
considered indicators that the trade receivable is impaired.
The amount of the provision is the different 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 provision is recognised
in the profit or loss in other expenses.
Fair Value Estimation
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives and securities) is based on quoted
market prices at the Statement of Financial Position date. The quoted
market price used for financial assets held by the Company is the
current bid price. The appropriate quoted market price for financial
liabilities is the current bid price.
The nominal value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair
values. The fair value of financial liabilities for disclosure purposes is
estimated by discounting the future contractual cash flows at the
current market interest rate that is available to the Company for
similar financial instruments.
(f) Trade and Other Payables
Liabilities for trade payables and other amounts are carried at cost
which is the fair value of the consideration to be paid in the future
for goods and services received, whether or not billed to the
Company.
(g) Provisions
Provisions are recognised when the Company has a legal or
constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that
outflow can be reliably measured.
Provisions for Dividends
Provision is made 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 reporting period but not distributed at the
end of the reporting period.
(h) Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares and share options which
vest immediately are recognised as a deduction from equity, net of
any tax effects.
As the Directors do not intend to dispose of the portfolio, the tax
liability/benefit may not be crystallised at the amount disclosed in
Note: 13. In addition, the tax liability/benefit that arises on the
disposal of these securities may be impacted by changes in tax
legislation relating to treatment of capital gains and the rate of
taxation applicable to such gains/losses at the time of disposal.
The Company has an investment process which is anticipated will
deliver medium to long-term capital growth - minimum investment
period is three to five years.
The deferred tax asset has been carried forward as it believed that
this process will deliver growth over this period to utilise the deferred
tax asset.
The Company does not hold any securities for short term trading
purposes. Therefore, the investment portfolio is classified as
Financial Assets at fair value through Other Comprehensive Income.
4. OPERATING SEGMENTS
Segment Information
The Company operates in the investment industry. Its core business
focuses on investing in International equities to achieve medium to
long-term capital growth and income.
Operating segments have been determined on the basis of reports
reviewed by the Managing Director. The Managing Director is
considered to be the chief operating decision maker of the Company.
The Managing Director considers the business from both a product
and geographic perspective and assesses performance and allocates
resources on this basis. The Managing Director considers the business
to consist of just one reportable segment.
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(i) New Accounting Standards and Interpretations
The AASB has issued new and amended Accounting Standards and
Interpretations that have mandatory application dates for future
reporting periods. The following table summarises those future
requirements, and their impact on the Company where the standard
is relevant:
AASB 9 Financial Instruments and amending standards
AASB 2010-7 / AASB 2012-6 AASB 2014-7
Effective Date
1 January
2018
Changes to the classification and measurement
requirements for financial assets and financial
liabilities
The impact of AASB 9 will not have a material
impact on the Company.
AASB 16 Leases
Effective Date
1 January
2019
AASB 16 introduces a single lessee accounting
model by eliminating the current requirement
to distinguish leases as either operating leases
or finance leases depending on the transfer of
risks & rewards of ownership.
The impact of AASB 16 will not have a material
impact on the Company.
3. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
(a) Key Estimates
There are no key assumptions or sources of estimation uncertainty
that have a risk of causing material adjustment to the carrying
amounts of certain assets and liabilities within the next annual
reporting period as investments are carried at their market value.
(b) Key Judgements
The preparation of financial reports in conformity with Australian
Account Standards require the use of certain critical accounting
estimates. This requires the Board to exercise their judgement in the
process of applying the Company's accounting policies.
The carrying amount of certain assets and liabilities are often
determined based on estimates and assumptions of future events. In
accordance with AASB 112 Income Taxes, deferred tax liabilities and
deferred tax assets have been recognised for Capital Gains Tax (CGT)
on the unrealised gains/losses in the investment portfolio at current
tax rates.
Global Masters Fund Limited
23
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
5. REVENUE AND OTHER INCOME
Dividends Received
Distributions Received
Interest Received
Gain on sale of Flagship Investments
Gain on Sale of Other UK Investments
Realised Foreign Exchange Loss
Gain on Sale of Colonial Units
6. OTHER EXPENSES
Auditors Remuneration
ASX and Share Registry costs
Management Fees
Performance Fees
Director Fees
Administration Costs
7.
INCOME TAX EXPENSE
(a) Reconciliation of income tax to accounting profit
Accounting profit/(loss) before tax
Prima facie tax payable on ordinary activities before income tax rate at 27.5% (2017 – 27.5%)
Adjust for tax effect of:
-
-
Timing differences of transactions
Fully Franked Dividends received
Rebateable Fully Franked Dividends
Tax losses not recognised
Tax expense/(credit) shown in Profit and Loss statement
(b) The components of tax benefit comprise:
Deferred tax asset
(c) Amounts recognised directly in Other Comprehensive Income
Aggregate current and deferred tax arising in the reporting period and not recognised in Profit
or Loss, but directly debited or credited in Other Comprehensive Income.
Amount before tax
Tax Expense at 27.5% (2017: 27.5%)
Adjusted for tax effect of other transfers
Amount Net of Tax
8. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short-term deposits
Balance as per Statement of Cash Flows
Reconciliation of cash
Cash and Cash Equivalents reported in the Statement of Cash Flows are reconciled
to the equivalent items in the Statement of Financial Position as follows:
Cash and Cash Equivalents
Global Masters Fund Limited
24
2018
$
2017
$
226,642
-
3,157
-
31,839
45,566
-
307,204
18,593
72,385
35,898
67,918
178,625
147,685
521,104
(213,900)
(58,823)
1,177
11,587
(42,135)
-
(88,194)
88,194
188,063
1
1,830
178,108
-
-
1,160
369,162
10,250
22,231
-
-
148,875
119,539
300,895
68,267
18,773
-
-
-
(18,773)
-
-
2,587,388
(711,532)
55,735
1,931,591
1,862,964
(512,315)
-
1,350,649
168,738
328,264
497,002
1,012,092
466
1,012,558
497,002
1,012,558
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
9. TRADE AND OTHER RECEIVABLES
CURRENT
Dividends Receivable
GST receivable
Total current trade and other receivables
10. OTHER ASSETS
CURRENT
Prepayments
Total Other Assets
11. FINANCIAL ASSETS
Non-Current Available-for-sale Financial Assets
Comprising Listed Investments
Total Available-for-sale Financial Assets
12. TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Accrued expenses
13. TAX
Deferred Tax Assets
Deferred Tax Liabilities
Net deferred tax liabilities adjusted for deferred tax assets
(a) Deferred Tax Liabilities Assets attributable to:
- Accruals
-
Tax losses
(b) Deferred Tax Liabilities Attributable to:
- Unrealised Gain on Financial Assets
Global Masters Fund Limited
25
Notes
2018
$
2017
$
18,565
6,839
25,404
-
2,364
2,364
17,530
17,530
26,846
26,846
23,025,341
15,824,624
23,025,341
15,824,624
6,253
84,869
91,122
330
28,183
28,513
(575,299)
3,055,703
2,480,404
(3,369)
(571,930)
(575,299)
(487,105)
2,399,906
1,912,801
(4,457)
(482,648)
(487,105)
3,055,703
2,399,906
13(a)
13(b)
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
14. ISSUED CAPITAL
(a) Share Capital
10,723,159 (2017: 8,578,596) Ordinary Shares
(b) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on
winding up of the Company in proportion to the number of 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.
(c) Movements in ordinary share capital
2018
$
2017
$
12,871,873
8,609,085
711
Date
Details
Number of Shares
Price
$
30 June 2016
Balance
Nil Movement in the year
30 June 2017
Balance
8,578,596
-
8,578,596
October 2017
Rights Issue
Capital Raising Costs
2,144,563
$2.00
30 June 2018
Balance
10,723,159
8,609,085
-
8,609,085
4,289,126
(26,338)
12,871,873
15. RESERVES
Revaluation Reserve
The investment revaluation reserve is used to accumulate unrealised capital profits and losses.
The reserve can only be used in limited circumstances for payment of dividends.
16. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to owners of the
company by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to owners of the
company by the weighted average number of shares outstanding during the year. Including all
convertible securities, for example convertible preferred shares, convertible debentures, stock
options and warrants.
Net gain/(loss) used in calculating basic and diluted earnings per share
Total comprehensive income used in calculating total comprehensive income per share
Weighted average number of ordinary shares on issue used in the calculation of basic earnings
per share
Weighted number of all shares, including convertible securities
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Total Comprehensive Income per share (cents per share)
Global Masters Fund Limited
26
(125,706)
1,805,885
68,267
1,418,916
9,987,737
9,987,737
8,578,596
8,578,596
Cents
(1.26)
(1.26)
18.08
Cents
0.80
0.80
16.54
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
17. FINANCIAL RISK MANAGEMENT
The Company is exposed to a variety of financial risks through its
use of financial instruments.
The Company’s overall risk management plan seeks to minimise
potential adverse effects due to the unpredictability of financial
markets.
The Company does not speculate in financial assets.
The most significant financial risks to which the Company is
exposed to are described below:
Specific risks
Liquidity risk
Credit risk
Market risk - currency risk, interest rate risk and price risk
Financial instruments used
(b) Currency Risk
The Company‘s investment portfolio includes investments in USA and
UK, cash on deposit and interest receivable denominated in US
dollars and Pounds Sterling. As such, the Company's balance sheet
can be affected significantly by movements in exchange rates. The
Company's current policy is not to hedge its investment portfolio.
The carrying value of these foreign currency denominated assets at
balance date was as follows:
Carrying Amount
Cash and cash equivalents
Investments
Total
2018
AUD $
328,151
2017
AUD $
316
20,849,294
13,799,326
21,177,445
13,799,642
The principal categories of financial instrument used by the
Company are:
(c) Credit risk
Trade receivables
Cash at bank
Investments in listed shares
Trade and other payables
(a)
Interest Rate Risk
The Company's exposure to interest rate risk, which is the risk that a
financial instruments value will fluctuate as a result of changes in
market interest rates and the effective weighted average interest
rates on classes of financial assets and financial liabilities, is as
follows:
Effective Interest Rate
Financial Assets
Cash and cash equivalents
6 Months or less
Financial Assets
Cash and cash equivalents
Total Financial Assets
2018
%
2017
%
0.6
0.35
2018
$
2017
$
497,002
497,002
1,012,558
1,012,558
The Company does not rely on interest returns as a source of income,
so the interest rate risk is deemed extremely low.
All other financial assets and liabilities are non-interest bearing.
The Company is not a trading entity. The maximum exposure to credit
risk at balance date in relation to each class of financial assets
(excluding investments) is the carrying amount of those assets as
indicated in the balance sheet. The Company has no commercial
debtors and receivables are due from reputable companies listed on
the world's stock exchange or major financial banking institutions.
With respect to credit risk on cash and investment, the Company's
exposure to credit risk arises from default of the counter party, with
a maximum exposure equal to the carrying amount of those
investments. The Company's business activities do not necessitate
the requirement for collateral.
(d) Net Fair Value
The following methods and assumptions are used to determine the
net fair values of financial assets and liabilities:
Cash, cash equivalents and short-term investments:
The carrying amount approximates fair value because of their short
term to maturity.
Trade receivables and payables:
The carrying amount approximates fair value as the time to receipt or
payment is usually less than 30 days.
Listed shares:
The current quoted market bid price approximates fair value and the
carrying amount.
The carrying value of all the financial assets and liabilities of the
Company as disclosed in the Statement of Financial Position and
Notes to the Financial Statements is the same as the net fair value.
Global Masters Fund Limited
27
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
17. FINANCIAL RISK MANAGEMENT (continued)
19. FAIR VALUE MEASUREMENTS
(e) Sensitivity Analysis
The following table illustrates sensitivities to the Company’s exposure
to changes in interest rates, exchange rates and commodity and
equity process. The table indicates the impact on how profit and
equity values reported at balance date would have been affected by
changes in the relevant risk variable that management considers to
be reasonably possible.
These sensitivities assume that the
movement in a particular variable is independent of other variables.
At 30 June 2018, the effect on profit and equity as a result of changes
in the interest rate, with all other variables remaining constant would
be as follows:
6 Months or less
Change in profit +/- 2%
in interest rates
Change in equity +/- 5%
in $A/US$
2018
$
2017
$
+/- 2,514
+/- 1,165
+/- 1,049,688
+/- 736,833
+/- 10% in listed investments
+/- 2,302,534
+/- 1,582,463
(f)
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due.
The objective of the Company is to ensure as far as possible that it
will always have sufficient liquidity to meet its liabilities when due,
under both normal and distressed conditions.
Prudent liquidity risk management implies maintaining sufficient cash
and marketable Australian listed equity securities.
The Manager controls liquidity risk by continuously monitoring the
balance between equity securities and cash or cash equivalents and
the maturity profiles of assets and liabilities to ensure this risk is
minimal.
18. CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to
maintain investor, creditor and market confidence and to sustain
future development of the business. The capital structure of the
Company consists of equity attributable to members of the Company.
The Board monitors the return on capital, which is defined as net
operating income divided by total Shareholders’ Equity. The Board
also monitors the level of dividends to Shareholders.
The capital of the Company is invested by the Investment Manager in
accordance with the investment policy established by the Board. The
Company has no borrowings. It is not subject to any externally
imposed capital requirements.
There were no changes in the Company’s approach to capital
management during the year.
Global Masters Fund Limited
28
The Company measures the following assets and liabilities at fair
value on a recurring basis:
- Financial Assets at fair value through Other Comprehensive
Income.
- Financial Assets At fair value through Profit or Loss.
- Available-for-sale Financial Assets.
Fair value hierarchy
AASB 13 Fair Value Measurement requires all assets and
liabilities measured at fair value to be assigned to a level in the
fair value hierarchy as follows:
Level 1 Unadjusted quoted prices in active markets for identical
assets or liabilities that the entity can access at the
measurement date.
Level 2
Inputs other than quoted prices included with level 1
that are observable for the asset or liability, either
directly or indirectly.
Level 3 Unobservable inputs for the asset or liability.
The table below shows the assigned level for each asset and liability
held at fair value by the Company:
Level
1
$
Level
2
$
Level
3
$
TOTAL
$
30 June 2018
Recurring fair value
measurements.
Financial Assets
- Listed Equity Securities 23,025,341
23,025,341
Level
1
$
Level
2
$
Level
3
$
TOTAL
$
30 June 2017
Recurring fair value
measurements.
Financial Assets
- Listed Equity Securities 15,824,624
15,824,624
Transfers between levels of hierarchy
There were no transfers between levels of the fair value
hierarchy.
Highest and best use
The current use of each asset measured at fair value is
considered to be its highest and best use.
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
20. AUDITORS REMUNERATION
Remuneration of the auditor of the Company for:
Audit or reviewing the financial statements
Total remuneration of auditors
21. RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no
more favourable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
EC Pohl & Co Pty Ltd for Management Fee and Performance Fee (payable in accordance with
the Management Services Agreement as detailed in Note 22).
Management Fee
Performance Fee
Total Fees Paid
Dr E C Pohl has an interest in the transaction as during the year Dr E C Pohl was a Director,
employee and Shareholder of EC Pohl & Co Pty Ltd.
22. MANAGEMENT SERVICES AGREEMENT
2018
$
2017
$
18,593
18,593
10,250
10,250
35,898
67,918
103,816
-
-
-
In accordance with a Management Services Agreement which was signed in May 2017, the Company agreed to engage the
Manager to provide primary and secondary management services.
Primary services are only provided for the actively managed portion of the portfolio and include:
1) managing the investment of the Company’s portfolio, including keeping it under review;
2)
ensuring investments by the Company are only made in authorised investments;
3)
complying with the investment policy of the Company; and
4)
identifying, evaluating and implementing the acquisition and disposal of authorised investments.
Secondary management services include:
(i)
provide the Company with quarterly investment performance reporting;
(ii) promoting investment in the Company by the general investment community;
(iii) providing investor relationship services; and
(iv) provision of accounting, human resources, corporate and information technology services support.
The agreement may be terminated if:
a)
b)
c)
d)
e)
either party ceases to carry on business, or
either party enters into liquidation voluntarily or otherwise, or
either party passes any resolution for voluntary winding-up, or
a receiver of the property of either party, or any part thereof, is appointed, or
the Shareholders of the Company at an abnormal meeting called in for that purpose, resolve by binding resolution to
terminate the operations, or
if the Company provides written notes to the Manager in the event of any material and substantial breach of the agreement
by the Manager or if the Manager fails to remedy a breach of this agreement within 14 days following written notice of the
breach.
if the Manager provides written notice to the Company in the event of any material and substantial breach of the agreement
by the Company or if the Company fails to remedy a breach of this agreement within 14 days following written notice of the
breach.
f)
g)
Under the agreement the Manager will receive a management fee of 1% per annum on the actively managed portion of the portfolio.
In addition, a performance fee, payable annually in arrears, equal to 20% of the amount by which the Company’s net performance
before tax (that is, after all costs and outlays but before the calculation of the performance fee) exceeds the performance of the FTSE,
subject to a high water mark. If the Company’s net performance in the year is less than the Benchmark, then no performance fee will
be payable.
Global Masters Fund Limited
29
FINANCIAL REPORT
GLOBAL MASTERS FUND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
2018
$
2017
$
23. KEY MANAGEMENT PERSONNEL DISCLOSURES
The Company has no staff and therefore has no Key Management Personnel other than the
Directors.
No member of Key Management Personnel held options over shares in the Company during
the year.
There have been no other transactions with Key Management Personnel or their related
entities other than those disclosed in Note 21.
The compensation of Non-executive Directors (including the Managing Director) for the year
ending 30 June 2018 is shown in the table of detailed remuneration disclosures, provided in
section 12 (A) to (F) of the Remuneration Report on pages 9 and 10. The total remuneration
paid is as follows:
Short-term employment benefit
178,625
148,875
The Company’s Secretary, Brian Jones, was contracted through Rothsay Chartered Accountants from July
17 to January 18 (FY17, July 16 – June 17). From February 18 – June 18, Brian was contracted directly.
24. CASH FLOW INFORMATION
(a) Reconciliation of result for the year to cash flows from operating activities
Profit/(Loss) for the year
Cash flows excluded from profit attributable to operating activities
Non-cash flows in profit
- net (gain)/loss on disposal of investments
- net gain/loss on foreign exchange
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries:
- (increase)/decrease in prepayments
- (increase)/decrease in trade and other receivables
- increase/(decrease) in trade and other payables
- increase/(decrease) in Deferred Tax
Cash flow from operations
(125,706)
68,267
(31,839)
(8,823)
(179,268)
(2,305)
9,316
(23,040)
62,609
(88,194)
(20,270)
(576)
15,105
-
(205,677)
(119,047)
25. CONTINGENCIES
In the opinion of the Directors, the Company did not have any contingencies at 30 June 2018
(30 June 2017: None).
26. EVENTS OCCURRING AFTER THE REPORTING DATE
No matters or circumstances have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the Company, the results of those operations,
or the state of affairs of the Company in future financial years.
Global Masters Fund Limited
30
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
(a)
the Financial Statements and Notes set out on pages 16 to 30 are in accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements,
constitutes compliance with International Financial Reporting Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on
that date; and
in the Directors’ opinion,
(b)
(c)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
the remuneration disclosures set out on pages 9 and 10 of the Directors’ Report (as part of the audited remuneration
report) for the year ended 30 June 2018 comply with section 300A of the Corporations Act 2001.
The Directors have been given the declarations by the Chief Executive Officer 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 and is signed for and on behalf of the Directors by:
Dr Emmanuel (Manny) C Pohl
Managing Director
24 August 2018
Global Masters Fund Limited
31
INDEPENDENT AUDITOR’S REPORT
Global Masters Fund Limited
32
INDEPENDENT AUDITOR’S REPORT (continued)
Global Masters Fund Limited
33
INDEPENDENT AUDITOR’S REPORT (continued)
Global Masters Fund Limited
34
INDEPENDENT AUDITOR’S REPORT (continued)
Global Masters Fund Limited
35
SHAREHOLDER INFORMATION
The Shareholder information set out below was applicable as at 10 August 2018.
1. TWENTY LARGEST SHAREHOLDERS
2. DISTRIBUTION OF SECURITIES
Shareholders Last year’s figures
Ordinary
Shares
%
Distributions
No. of
Shareholders
CITICORP NOMINEES PTY LIMITED
5,757,863
53.7%
BOND STREET CUSTODIANS LIMITED
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