Huudson Investmen
nt Group Limiteed ACN 004 683 729
Annual Report 31 December 22014
Page | 11
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Page | 2
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Table of Contents
Page
Corporate Directory ....................................................................................................... 4
Review of Operations .................................................................................................... 6
Directors’ Report ........................................................................................................... 8
Remuneration Report .................................................................................................. 12
Auditor’s Independence Declaration ............................................................................ 17
Corporate Governance Statement ................................................................................ 18
Consolidated Statement of Profit or Loss & Other Comprehensive Income ................... 27
Consolidated Statement of Financial Position............................................................... 28
Consolidated Statement of Changes in Equity .............................................................. 29
Consolidated Statement of Cashflows .......................................................................... 30
Notes to Financial Statements ..................................................................................... 31
Declaration by Directors .............................................................................................. 69
Independent Auditors’ Report ..................................................................................... 70
Shareholder Information ............................................................................................. 71
Page | 3
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CORPORATE DIRECTORY
Hudson Investment Group Limited
Board of Directors
ACN 004 683 729
ABN 25 004 683 729
Registered and Corporate Office
Level 2
Hudson House
131 Macquarie Street
Sydney NSW 2000
Telephone: +61 2 9251 7177
+61 2 9251 7500
Fax:
www.higl.com.au
Website:
Geraldton Office
2 Kemp Street
Narngulu Geraldton WA 6530
Telephone: (08)9923 3604
Facsimile: (08)9923 3773
Auditors
K.S. Black & Co
Level 6
350 Kent Street
Sydney NSW 2000
Telephone: +61 2 8839 3000
John W Farey (Executive Chairman)
Alan P Beasley (Managing Director)
John J Foley
Company Secretary
Julian Rockett
Bankers
St George Bank Limited
Level 14, 182 George St
Sydney NSW 2000
Telephone: +61 2 9236 2230
Australia & New Zealand Banking Group Limited
Level 16, 20 Martin Place
Sydney NSW 2000
Telephone: +61 2 9216 2200
Commonwealth Bank of Australia
Corporate Financial Services
Business & Private Banking
Level 9, Darling Park 1
201 Sussex Street
Sydney NSW 2000
Telephone: +61 2 9118 7031
Lawyers
Share Registry
Piper Alderman
Level 23, Governor Macquarie Tower
1 Farrer Place
Sydney NSW 2000
Telephone: +61 2 9253 9999
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne VIC 3001
Telephone: 1300 850 505 (within Australia)
ASX Code – HGL
Hudson Investment Group Limited shares are listed
on the Australian Securities Exchange.
This financial report covers the Consolidated Entity
consisting of Hudson Investment Group Limited and
its controlled entities.
Hudson Investment Group Limited is a company
limited by shares, incorporated and domiciled in
Australia.
Page | 4
For personal use only
Huudson Investmen
nt Group Limite
ed ACN 004 683
729
Annual Report
31 December 2
2014
CHA
On be
Comp
tax of
were
AIRMAN’
ehalf of the B
pany) for the
f $15.05 millio
due to receiv
’S REPOR
Board of Direc
twelve month
on compared
able provision
RT 2014
ctors, I prese
hs to 31 Dece
to a net loss o
ns and change
nt the Annua
ember 2014. T
of $4.967 mil
e in the fair va
al Report for H
The Company
lion in the pre
alue of the Gro
Hudson Inves
y recorded a c
evious corresp
oup’s investm
e
p Limited (the
stment Group
net loss after
r
consolidated
s
ponding perio
od. The losses
.
ment portfolio
Total
3.1 ce
shareholders
ents.
’ funds as at 3
31 December
2014 are $8.
1 million and
Net Tangible
e Asset backin
s
g per share is
Furthe
opera
er consolidat
ations in 2014
ion of the Co
are listed bel
ompany’s bus
ow:
siness activiti
es continues.
Significant fe
features of th
s
he Company’s
Prope
erties
The Comp
to Bunnin
Products
develop th
pany’s factory
ngs Group Lim
Pty Ltd. The
he surplus ind
dustrial land.
at Warnerval
mited (which
Board of Di
le is a 44.5 he
is 100% own
irectors are d
ctare site alon
ed by Wesfa
discussing va
ng Sparks Roa
rmers Limited
rious options
ad. Part of the
d) and to Bet
s and busine
e site is leased
d
tter Concrete
e
o
ss models to
The Comp
is a prime
and Sir Sta
by Secure
pany’s comme
e asset cateri
amford), Cons
Parking Pty L
ercial car park
ng for nearby
servatorium o
td and contin
k located at H
y hotels (inclu
of Music and M
ues to genera
udson House
uding the Int
Medical and D
ate a consisten
, 131 Macqua
ercontinental
Dental centres
nt income stre
arie Street in
l Hotel, Sofite
s. The car par
eam for the C
Sydney’s CBD
D
el Wentworth
h
d
rk is managed
Company.
Hudso
on Marketing
g Pty Limited (
(Hudson Mark
keting) (100%
% owned by th
he Company)
Hudson M
products
purificatio
Marketing is
for cat care,
on application
the largest
, industrial a
s. Its processi
Australian‐ow
bsorbents, m
ing plant is loc
wned, manuf
mining, autom
cated in Geral
facturer and
motive, agricu
dton, Wester
marketer o
ulture/horticu
rn Australia.
e
of Attapulgite
l
lture and oil
Hudson M
Choice® t
contracts
SpillFIXER®
industrial
media for
and functi
Marketing dist
to Coles, Wo
with major s
® for indust
products and
jet fuel refini
ional fillers in
tributes all‐na
olworths, an
supermarkets
rial, mining
d solutions for
ng and oil cla
various indus
er brands suc
atural cat litt
markets, pet
d IGA Super
extended. It a
have been e
otive use. Hu
and automo
pplications wh
r industrial ap
rriers for crop
arification, car
s.
strial products
ch as Chandle
stores and
also distribute
udson Marke
hich include h
nutrients and
er®, Fussy Ca
catteries, var
es natural sp
eting customi
high‐performa
d crop protec
at®, and Cat’s
s
g
rious existing
ill absorbent,
,
ses specialty
y
ance filtration
n
s
tant products
Annual sa
in the pro
more pro
expanding
les in the yea
cess of furthe
fitable produ
g its operation
r to 31 Decem
er streamlining
cts. This will
ns into higher
mber 2014 we
g its operatio
assist produ
margin indus
ere in excess o
ns to provide
uctivity and p
trial mineral p
of $6.0m. Hud
greater efficie
provide impro
products.
dson Marketin
encies and to
oved cash flo
ng is currently
y
manufacture
e
o
ws. It is also
Invest
tments
The Comp
companie
pany has over
s involved in r
r 30 million sh
resources.
hares in Huds
on Resources
s Limited, whi
ich has intere
s
ests in various
The B
Board of Direct
tors are conti
nually review
wing the Comp
pany’s objectiv
ves and strate
egies.
We th
hank you for y
your loyal sup
port and your
r continuing in
nvolvement a
s shareholder
rs of the Comp
pany.
John W
Execu
W Farey
utive Chairma
n
30 Ma
arch 2015
5
Page | 5
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
REVIEW OF OPERATIONS
Hudson Investment Group Limited’s (Hudson) 2014 asset portfolio and interests include:
Industrial and Commercial Properties
o Hudson House naming rights
o Carpark at Hudson House 131 Macquarie Street Sydney
o Warnervale Property
Hudson Marketing Pty Limited – processes and markets Attapulgite (high quality Fuller’s Earth Clay)
Corporate Finance, including investment and financing activities
Industrial and Commercial Properties
The property holdings are classified as investments and give Hudson exposure to growth through the property
market, while providing a substantial revenue stream. Your Board believes that considerable potential exists in
these investments and activities.
Hudson House Naming Rights and Rooftop Signage
Hudson owns the strata for the building naming rights for Hudson House and also the Hudson rooftop signage
at Hudson’s head office at 131 Macquarie Street Sydney NSW.
Car Park
The Car Park at 131 Macquarie Street Sydney, owned by Hudson Property Trust (a wholly owned subsidiary of
Hudson), continues to generate consistent returns for the consolidated entity.
The Car Park is managed by Secure Parking Pty Ltd.
Warnervale
A 44.5 hectare site, comprising a factory and office complex on 4.5 hectares of land along Sparks
Road/Mountain Road Warnervale on the NSW Central Coast is part leased to Bunnings Group Limited, 100%
owned by Wesfarmers Limited. The other part is leased to Better Concrete Products Pty Ltd, part of the Tellam
Group. The NSW Department of Planning in late 2008 rezoned part of this site. Part of the rezoned land is to be
acquired by Wyong Shire Council and Hudson will be compensated based on market rates for the best use of
the land.
The site is located close to the Sydney – Newcastle Freeway, 100km north of Sydney and 60km south of
Newcastle.
Located within proximity of existing and proposed local landmarks, including:
Proposed $500 million China Theme Park development
Warnervale Airport
Woolworths Wyong Distribution Warehouse
Situated within the Warnervale Employment Zone, in which the Council is aiming to create 6,000 jobs and
$1.5 billion in investment.
The Property comprises approximately:
14.5 hectares of industrial land with 10 hectares currently surplus
8 hectares zoned SP2 for water management
22 hectares zoned E2 environment special use
The Board of Directors are currently discussing various options with interested parties to develop
the Company’s surplus 10ha of individual land.
Page | 6
For personal use only
Huudson Investmen
nt Group Limite
ed ACN 004 683
729
Annual Report
31 December 2
2014
Manu
ufacturing, Sa
les and Mark
eting
Hudso
marke
autom
proce
Zealan
on Marketing
eter of Attap
motive, agricu
essing plant in
nd and Asia.
g Pty Ltd (Hu
pulgite (High
ulture, horticu
Geraldton W
udson Market
quality Fuller
ulture and oil
Western Austra
ting) is the l
r’s Earth Clay
l purification
alia and distrib
argest Austra
y) products fo
applications.
butes its prod
alian‐owned m
or cat care, i
Hudson Mar
ducts througho
manufacturer
industrial, mi
rketing opera
out Australia,
r and
ining,
tes a
New
Hudso
costs
on Marketing
and improve
is seeking to
cash flows.
expand into n
new markets,
install new pl
ant and equip
pment to redu
uce
Hudso
Cat® a
on Marketing,
and Cat’s Cho
, owns and dis
ice® to leadin
stributes lead
ng supermarke
ding all‐natura
ets, pet stores
ands such as C
al cat litter bra
s.
s and catteries
Chandler®, Fu
ssy
It also
custo
perfo
nutrie
o owns and dis
mises specialt
rmance filtrat
ents and crop
stributes spill
ty industrial p
tion media for
protectant pr
absorbent, Sp
products and s
r jet fuel refin
roducts (Agrif
pillFIXER® for
solutions for a
ning (Jetfix) an
fix), and pharm
industrial, mi
applications w
nd oil clarificat
maceutical use
omotive use a
ining and auto
s high‐
which includes
carriers for c
tion (Clearfix)
.
es (Pharmfix).
and
rop
Furthe
er, Hudson M
Marketing prov
vides a dedica
ted and expe
rienced Techn
nical & Custom
mer Service Te
eam.
Invest
tments and C
Corporate Fina
ance
Hudso
on Corporate
Limited (Hud
son Corporat
e)
Hudso
on Corporate
Outlo
ook for 2015
provides corp
porate finance
e including inv
vestment and
financing act
tivities.
The d
Comp
domestic econ
pany’s assets t
nomy continu
to develop a s
es to show a
strategic posit
a steady recov
tion to increas
nagement of
very. The man
.
se their value.
Hudson are r
e
reviewing the
Alan B
Mana
30 Ma
Beasley
r
aging Director
arch 2015
7
Page | 7
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
DIRECTORS’ REPORT
Your Directors present their report together with the financial statements on the consolidated entity (referred to
hereafter as the Group) consisting of Hudson Investment Group Limited (the Company) and the entities it
controlled at the end of or during the year ended 31 December 2014.
Principal
activities
Operating
results
Review of
Operations
Dividends
Litigation
The principal activities of the Group during the course of the financial year were as follows:
‐Investment and development of commercial properties in Australia;
‐Process and distribute attapulgite based products;
‐Strategic investment in listed and unlisted shares and business;
‐Operation of corporate financial services and
‐Exploration of coal tenements.
The consolidated net loss after tax for the financial year ended 31 December 2014 was $15.05
million compared to a net loss after tax of $4.9 million for the previous corresponding financial
year.
Total Shareholders’ Funds as at 31 December 2014 are $8.1 million (2013: $23.1 million) and the
Net Tangible Asset per share is 3.1 cents (2013: 8.9 cents).
Information on the operations of the Group and its business strategies and prospects are disclosed
in both the Chairman’s Report 2014 and the Review of Operations contained on pages 6 to 7 of this
Annual Report.
The Directors of the Company do not recommend that any amount be paid by way of dividend
(2013: nil).
On 8 June 2007 the Company obtained a settlement in its favour in an action concerning an
entitlement deed between the company and Australian Hardboards Limited prepared by
Atanaskovic Hartnell, the Company’s former solicitors.
On 6 June 2007 the Company commenced action against Atanaskovic Hartnell claiming the shortfall
between the amount of its claimed $10 million entitlement and the settlement amount of $6.1
million. The matter was initially heard in February 2012, and the claim made by the Company was
dismissed in February 2013.
In April 2014, the Company’s appeal was heard and in august 2014, the Court of Appeal dismissed
the appeal and awarded costs against the Company. The company has applied to the High Court to
seek special leave in the case against Atanaskovic Hartnell.
Hudson Corporate Limited, a wholly owned subsidiary of the Company is a co‐defendant in a
District Court claim filed by Tiaro Coal Limited in respect of a loan with a third party secured by
shares only. Hudson Corporate Limited has requested further and better particulars in December
2014 with none provided to date.
Meetings of
Directors
The number of Directors’ Meetings and Directors’ Committee Meetings held, and the number of
these meetings attended by each of the directors of the Company during the financial year were:
Directors Meetings
Remuneration
Committee Meetings
Audit Committee
Meetings
Director
Attended
Attended
Held
Whilst in
Office
J. Farey
A.Beasley*
J Foley**
J Tan***
Peter J
Meers****
4
0
1
4
3
4
0
1
4
3
2
0
1
2
1
Held
Whilst in
Office
2
0
1
2
1
Attended Held
Whilst in
Office
2
0
1
2
1
2
0
1
2
1
*Alan P Beasley appointed on 19 January 2015
**John Foley appointed on 6 August 2014
***Juliana Tan retired on 19 January 2015
****Peter Meers retired on 26 August 2014
Page | 8
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
INFORMATION ON DIRECTORS AND MANAGEMENT
DIRECTORS
The following persons held office as Directors of the Company at any time during or since the end of the
financial year:
John W Farey Executive Chairman
Alan P Beasley Managing Director Appointed 19 January 2015
John J Foley Non‐Executive Director Appointed 6 August 2014
Executive Director Retired 19 January 2015
Juliana Tan
Peter J Meers Non‐Executive Director Retired 26 August 2014
All Directors have been in office since the commencement of the financial year unless otherwise stated.
John Farey, B.Com, FAIM, FAICD
Executive Chairman ‐ appointed on 1 February 2002
Experience and Expertise
Other Current Directorships of
Listed Companies
Former Directorships in the Last
Three Years of Listed Companies
Special Responsibilities
Interests in Shares and Options
John W Farey has over 45 years’ experience in financial services including
merchant and investment banking.
None
None
Chairman of the Board
Member of the Audit Committee
Direct interest in 10,000 shares and 6,728,032 ordinary shares by virtue
of participation in an Employee Share Plan.
Alan Beasley, B.Ec, CPA, FGIA, FAICD
Managing Director ‐ appointed on 19 January 2015
Experience and Expertise
Other Current Directorships of
Listed Companies
Former Directorships in the Last
Three Years of Listed Companies
Special Responsibilities
Interests in Shares and Options
Nil
Mr Beasley is a Non‐Executive Director and former Director of a number
of publicly listed and unlisted companies. Mr Beasley was educated at
the University of New England (BEc) and Stanford Graduate Business
School, USA.
None
Non‐Executive Chairman and Director – Admiralty Resources NL
Managing Director
John Foley BD LLB BL (Dub) MAICD
Non‐Executive Director ‐ appointed on 6 August 2014
Experience and expertise
Other Current Directorships of
Listed Companies
Former Directorships in the Last
Three Years of Listed Companies
Special Responsibilities
Mr Foley has wide‐ranging experience
manufacturing, legal, financial and investment related industries.
His commercial and
experience to the Company.
Citigold Corporation Limited
in resources,
legal background provides knowledge and
industrial,
Non-Executive Director – Precious Metal Resources Limited
Member of Audit Committee
Chair of the Remuneration Committee
Interests in Shares and Options
Nil
Page | 9
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Juliana Tan, BCom, CA
Executive Director Appointed 1 September 2006, Retired 19 January 2015
Experience and Expertise
Juliana Tan previously worked for PriceWaterhouse Coopers as a
Chartered Accountant. She has been with the Company since 2003.
Other Current Directorships of
Listed Companies
Former Directorships in the Last
Three Years of Listed Companies
None
None
Special Responsibilities
Member of the Remuneration Committee
Interests in Shares and Options
Peter J Meers, BA (Economics), FAIB
Non‐Executive Director
Retired on 26 August 2014
MANAGEMENT
Julian Rockett, B.A., LL.B. GDLP
Company Secretary
Experience and Expertise
Mr Rockett was appointed to the position of Joint Company Secretary
on 27 July 2012. His background is in government services and
commercial law. Mr Rockett is the Company Secretary of Hudson
Resources Limited, and a Company Secretary for Precious Metal
Resources, Australian Bauxite Limited, Raffles Capital Limited and
Sovereign Gold Company Limited. Mr Rockett is also acts as in‐house
counsel and advises several other listed and non‐listed entities in legal
and corporate advisory matters.
Francis Choy MCom MBA FCPA (HK) FCPA CA
Chief Financial Officer
Experience and Expertise
Francis Choy has held a number of senior positions in corporate
financial management roles throughout Australia and South East Asia.
He has extensive experience in project finance, compliance, acquisition
and investment appraisals.
He has been involved in project finance, financial management of
property development and telecommunication projects in South East
Asia.
He held senior financial roles for numerous public listed companies
both in Hong Kong and Australia.
LIKELY DEVELOPMENTS
Information on likely developments in the operations of the Group, known at the date of this report has been
covered generally within the report. In the opinion of the Directors providing further information would
prejudice the interests of the Group.
MATTERS SUBSEQUENT TO BALANCE DATE
Notice of meeting sent to shareholders with regards to proposed restructure of the Company. The EGM will be
held on 23rd April 2015.
At the date of this report there are no other matters or circumstances that have arisen since 31 December
2014 that have significantly affected or may significantly affect:
The operations, in financial years subsequent to 31 December 2014 of the Group;
The results of those operations; or
The state of affairs, in financial years subsequent to 31 December 2014 of the Group.
Page | 10
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
ENVIRONMENTAL REGULATIONS
There has been no breach of environmental regulations during the financial year or in the period subsequent to
the end of the financial year and up to the date of this report.
The Company aims to ensure that the highest standard of environmental care is achieved, and that it complies
with all relevant environmental legislation. The Directors are mindful of the regulatory regime in relation to the
impact of the Company’s activities on the environment.
To the best of the Directors’ knowledge, the Group has adequate systems in place to ensure compliance with
the requirements of all environmental legislation described above and are not aware of any breach of those
requirements during the financial year and up to the date of the Directors’ Report.
Page | 11
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
REMUNERATION REPORT ‐ AUDITED
The information provided in this Remuneration Report has been audited as required by Section 308 (3c) of the
Corporations Act 2001.
This report outlines the remuneration arrangements in place for Directors and Executives of the Company.
REMUNERATION COMMITTEE
The Remuneration Committee reviews and approves policy for determining Executive’s remuneration and any
amendments to that policy.
The Committee makes recommendations to the Board on the remuneration of Executive Directors (including
base salary, incentive payments, equity awards and service contracts) and remuneration issues for Non‐
Executive Directors.
The members of the Company’s Remuneration Committee during the period were:
John Foley
Juliana Tan
Peter J Meers
Retired on 19 January 2015
Retired on 26 August 2014
The Committee meets as often as required but not less than once per year.
The Committee met once during the period and Committee members attendance record is disclosed in the
table of Directors Meetings shown on page 8.
Options granted to directors and key management personnel do not have performance conditions. As such the
Group does not have a policy for directors and key management personnel removing the “at risk” aspect of
options granted to them as part of their remuneration.
DIRECTORS’ AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATION
The following persons were Directors of the Company during the financial year unless otherwise stated:
John W Farey
Alan P Beasley
John J Foley
Juliana Tan
Peter J Meers
Executive Chairman
Managing Director Appointed 19 January 2015
Non‐Executive Director Appointed 6 August 2014
Executive Director Retired 19 January 2015
Non‐Executive Director Retired 26 August 2014
The following persons were other key management personnel of Hudson Investment Group Limited during the
financial year:
Vincent Tan
Venkata Kambala
Julian Rockett
Francis Choy
CEO of Hudson Pacific Group Limited
Director of Ecofix Pty Ltd
Company Secretary & In‐house Counsel
Chief Financial Officer
Executive’s remuneration and other terms of employment are reviewed annually having regard to relevant
comparative information and independent expert advice. As well as basic salary, remuneration packages
include superannuation. Directors are also able to participate in an Employee Share Plan.
Remuneration packages are set at levels that are intended to attract and retain executives capable of managing
the Group’s operations. Consideration is also given to reasonableness, acceptability to shareholders and
appropriateness for the current level of operations.
Remuneration of Non‐Executive Directors is determined by the Board based on recommendations from the
Remuneration Committee and the maximum amount approved by shareholders from time to time.
CASH BONUSES
No cash bonuses were granted during the financial year ended 31 December 2014. Cash bonuses granted to
directors and officers are at discretion of the Remuneration Committee.
PERFORMANCE CONDITIONS
The elements of remuneration as detailed within the Remuneration Report are dependent on the satisfaction
of the individual’s performance and Hudson Investment Group’s financial performance.
The Board undertakes an annual review of its performance and the performance of the Board Committees.
Page | 12
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Details of the nature and amount of each element of the remuneration of each Director of the Company and
each specified executive of the Company are set out in the following tables. The remuneration amounts are
the same for the Company and the Group.
Directors and Other Key Management Personnel of Hudson Investment Group Limited
Short Term Employee Benefits
Salary and
other fees
Travelling
Allowance
Post‐Employment
Benefits
Superannuation
Long Term
Benefits
Long Service
Leave
Total
$
$
$
$
$
Consolidated
2014
Directors
John W Farey
Alan P Beasley*
John J Foley*
Juliana Tan**
Peter J Meers**
Director ‐ Total
KMP
Vincent Tan
Venkata Kambala
Julian Rockett
Francis Choy
KMP ‐ Total
Consolidated
2013
Directors
John W Farey
Juliana Tan
Peter J Meers
Director ‐ Total
KMP
Vincent Tan
Venkata Kambala
David L Hughes***
Julian Rockett
Francis Choy
KMP ‐ Total
88,399
‐
‐
210,000
‐
298,399
240,000
150,665
73,115
250,000
713,780
10,800
‐
‐
‐
‐
10,800
2,700
10,800
‐
‐
13,500
31,913
‐
‐
17,334
‐
49,247
16,875
14,116
6,852
23,883
61,726
1,092
‐
‐
3,497
‐
4,589
2,977
1,543
1,514
8,781
14,815
132,204
‐
‐
230,831
‐
363,035
262,552
177,124
81,481
282,664
803,821
$
$
$
$
$
92,600
210,000
‐
302,600
240,000
150,666
40,210
69,000
238,716
738,592
10,800
‐
‐
10,800
‐
10,800
‐
‐
‐
10,800
27,437
19,160
‐
46,597
16,425
13,757
‐
6,305
21,484
57,971
1,091
3,500
‐
4,591
2,977
3,258
‐
1,456
3,663
11,354
131,928
232,660
‐
364,588
259,402
178,481
40,210
76,761
263,863
818,717
* John J Foley was appointed on 6 August 2014, Alan P Beasley was appointed on 19 January 2015
** Peter J Meers retired on 26 August 2014, Juliana Tan retired on 19 January 2015
***David Hughes retired as Joint Company secretary from August 2013
The amounts reported represent the total remuneration paid by entities in the Group in relation to managing
the affairs of all the entities within the Group. The remuneration has not been allocated between the individual
entities within the Group as this would not be practicable.
There are no performance conditions related to any of the above payments.
There is no other element of Directors and other Key Management Personnel remuneration.
EXECUTIVE SERVICE AGREEMENTS
There were three service agreements in place formalising the terms of remuneration of Mr Farey, Mr Beasley
and Ms Tan. The agreements have no specific term and may be terminated by either party upon reasonable
notice. The Company may terminate the agreement in the event of serious misconduct by either party without
any compensatory payment.
Page | 13
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
SHARE OPTIONS GRANTED TO DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL
There were no options granted during or since the end of the financial year to any of the Directors or other Key
Management Personnel of the Company and the Group as part of their remuneration. At the date of this report
there were no unissued shares under option to Directors or other Key Management Personnel of the Company.
End of Remuneration Report
Page | 14
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
DIRECTORS’ INTEREST
The relevant interest of each Director in the share capital of the Company as shown in the Register of Directors’
Shareholdings as at the date of this report is:
Particulars of Directors’ Interest in the Issued Capital of the Company
Ordinary Shares (Number)
Direct
Interest
Employee
Share Plan
Indirect
Interest
Total
Director
John Farey
Alan Beasley
John J Foley
10,000
‐
‐
6,728,032
‐
‐
‐
‐
‐
6,738,032
‐
‐
Please refer to Note 30 of the financial statements for details.
SHARES UNDER OPTION
No options over issued shares or interests in the Company were granted during or since the end of the financial
year and there were no options outstanding at the date of this report.
LOANS TO DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL
Loans were made to Directors or specified Executives of the Company and the Group under the Employee
Share Plan during the period commencing at the beginning of the financial year and up to the date of this
report. Please refer to Note 30 for details.
DIRECTORS’ AND OFFICERS’ INDEMNITIES AND INSURANCE
During the financial year the Company paid an insurance premium, insuring the Company’s Directors, (as
named in this report), Company Secretary, Executive officers and employees against liabilities not prohibited
from insurance by the Corporations Act 2001.
A confidentiality clause in the insurance contract prohibits disclosure of the amount of the premium and the
nature of insured liabilities.
PROCEEDINGS ON BEHALF OF THE COMPANY
Other than the matter referred to in the Directors’ Report 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 purposes of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in or on behalf of the Company with leave of the Court under
Section 237 of the Corporations Act 2001.
ROUNDING OF AMOUNTS
The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities & 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’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 has been
received and is set out on page 16.
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 Group are important.
Details of the amounts paid or payable to the auditor K.S. Black & Co for audit and non‐audit services provided
during the year are set out below.
The Board of Directors has considered the position and, in accordance with advice received from the audit
committee, is satisfied that the provision of the non‐audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001.
Page | 15
For personal use only
Huudson Investmen
nt Group Limite
ed ACN 004 683
729
Annual Report
31 December 2
2014
The d
comp
directors are s
romise the au
satisfied that
uditor’s indep
the provision
endence requ
n of non‐audi
uirements of t
it services by
the Corporatio
the auditor,
ons Act 2001 f
as set out be
for the follow
t
elow, did not
wing reasons:
all non‐a
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audit services
lity and objec
have been re
ctivity of the a
eviewed by th
auditor.
he audit comm
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none of
APES 110
the services u
0 Code of Ethi
undermine th
ics for Profess
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sional Account
nciples relatin
tants.
ng to auditor i
independence
n
e as set out in
AUDIT
TOR’S REMUN
NERATION
Durin
entity
g the year the
y, its related p
e following fee
practices and n
es were paid o
non‐related au
or payable for
udit firms:
r services prov
vided by the A
Auditor of the
e parent
s:
Audit services
A
d or payable to
A
Amounts paid
review of the
f
for audit and
e entity or any
report for the
r
the Group
t
o auditors
financial
y entity in
Audit and rev
A
iew services f
fees
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2014
$
2013
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Pa
4
2014
$
20
013
$
$
25,750
27,505
25,75
50
27,
505
T
Taxation and
A
Amounts paid
A
Auditor for no
services for th
s
t
the Group for
of the income
o
other adviso
d or payable to
on‐audit taxat
he entity or an
r review and lo
e tax return
ry services:
o the
tion
ny entity in
odgement
T
Taxation servi
Advisory servi
A
Total
T
ices
ices
AUDIT
TOR
1,150
‐
1,150
8,545
1,022
9,567
1,150
0
‐
0
1,150
8,5
545
‐
545
8,5
K.S. B
lack & Co con
ntinues in offic
ce in accordan
nce with Secti
ion 327 of the
e Corporations
s Act 2001.
This D
Board
Directors’ Rep
d of Directors.
ort, incorpora
ating the Rem
muneration Re
eport, is signed
d in accordanc
ce with a Res
e
olution of the
John W
Execu
W Farey
utive Chairma
n
Ala
Ma
an Beasley
anaging Direc
ctor
Signed
30 Ma
d at Sydney
arch 2015
Page | 1
6
For personal use only
For personal use only Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CORPORATE GOVERNANCE STATEMENT
The Company has adopted a Corporate Governance Plan, which forms the basis of a comprehensive system of
control and accountability for the administration of corporate governance. The Board is committed to
administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate
governance commensurate with the Company’s needs.
To the extent they are applicable to the Company, the Board has adopted the ASX Corporate Governance
Council’s Corporate Governance Principles and Recommendations 3rd Edition (“Principles and
Recommendations”).
In light of the Company’s size and nature, the Board considers that the current board is a cost effective and
practical method of directing and managing the Company. As the Company’s activities develop in size and
scope, the size of the Board and the implementation of additional corporate governance policies and structures
will be reviewed.
The Company’s main corporate policies and practices as at the date of this Annual Report are outlined below
and the Company’s full Corporate Governance Plan is available in the corporate governance information
section of the Company’s website (http://www.higl.com.au/corporate‐governance.htm).
Board Responsibilities
(a)
The Board is responsible for corporate governance of the Company. The Board develops strategies for the
Company, reviews strategic objectives and monitors performance against those objectives. The goals of the
corporate governance processes are to:
maintain and increase Shareholder value;
ensure a prudential and ethical basis for the Company’s conduct and activities;
ensure compliance with the Company’s legal and regulatory objectives consistent with these goals,
and to achieve this the Board assumes the following responsibilities:
a. developing initiatives for profit and asset growth;
b.
reviewing the corporate, commercial and financial performance of the Company on a regular
basis;
c. acting on behalf of, and being accountable to, the Shareholders; and
d.
identifying business risks and implementing actions to manage those risks and corporate systems
to assure quality.
The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate
Directors’ participation in the Board discussions on a fully‐informed basis.
Composition of the Board
(b)
Election of Board members is substantially the province of the Shareholders in general meeting.
However, subject thereto, the Company is committed to the following principles:
the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the
Company and its business; and
the principal criteria for the appointment of new Directors is their ability to add value to the Company
and its business. All incumbent Directors bring an independent judgement to bear in deliberations and
the current representation is considered adequate given the stage of the Company’s development.
The names, qualifications and relevant experience of each Director are set out on page 9.
Code of Conduct
(c)
As part of its commitment to recognising the legitimate expectations of stakeholders and promoting practices
necessary to maintain confidence in the Company’s integrity, the Company has an established Code of Conduct
(the Code) to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the
responsibility and accountability required of Company personnel for reporting and investigating unethical
practices or circumstances where there are beaches of the Code.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
These stakeholders include employees, clients, customers, government authorities, creditors and the
community as whole. This Code governs all of the Company’s commercial operations and the conduct of
Directors, employees, consultants, contactors and all other people when they represent the Company. This
Code also governs the responsibility and accountability required of the Company’s personnel for reporting and
investigating unethical practices.
The Board, management and all employees of the Group are committed to implementing this Code and each
individual is accountable for such compliance. A copy of the Code is given to all employees, contractors and
relevant personnel, including directors, and is available on the Company’s website (under “Corporate
Governance”).
Diversity Policy
(d)
The Board has adopted a diversity policy which provides a framework for the Company to achieve, among
other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and
behaviours for the benefit of all staff, improved employment and career development opportunities for women
and a work environment that values and utilises the contributions of employees with diverse backgrounds,
experiences and perspectives.
Continuous Disclosure
(e)
The Board has designated Hudson’s Company Secretary as the person responsible for overseeing and co‐
ordinating disclosure of information to the ASX as well as communicating with the ASX.
The Board has established a written policy for ensuring compliance with ASX Listing Rule disclosure
requirements and accountability at senior executive level for that compliance. A copy of the Company’s
continuous disclosure policy can be found on the Company’s web site (under “Corporate Governance”).
Audit Committee and Management of Risk
(f)
The Company has a separate audit and risk committee comprising of three Non‐Executive Directors and one
Executive Director.
Remuneration Arrangements
(g)
The Board will decide the remuneration of an Executive Director, without the affected Executive Director
participating in that decision‐making process.
The total maximum remuneration of Non‐Executive Directors is initially set by the Constitution and subsequent
variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the
Corporations Act and the ASX Listing Rules, as applicable. The determination of non‐executive Directors’
remuneration within that maximum will be made by the Board having regard to the inputs and value to the
Company of the respective contributions by each Non‐Executive Director. The current amount has been set at
an amount not to exceed $200,000 per annum.
In addition, a Director may be paid fees or other amounts (subject to any necessary Shareholder approval) for
example non‐cash performance incentives such as Options as determined by the Board where a Director
performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.
Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them
respectively in or about the performance of their duties as Directors. The Board reviews and approves the
remuneration policy to enable the Company to attract and retain executives and Directors who will create
value for Shareholders having consideration to the amount considered to be commensurate for a company of
its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is
also responsible for reviewing any employee incentive and equity‐based plans including the appropriateness of
performance hurdles and total payments proposed.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Shareholder Communications
(h)
The Board tries to ensure that Shareholders are provided with sufficient information to assess the performance
of the Company and its Directors and to make well‐informed investment decisions. Information is
communicated to Shareholders through:
annual and half‐yearly financial reports and quarterly reports;
annual and other general meetings convened for Shareholder review and approval of Board proposals;
continuous disclosure of material changes to ASX for open access to the public; and,
the Company maintains a website where all ASX announcements, notices and financial reports are
published as soon as possible after release to ASX.
The auditor is invited to attend the annual general meeting of Shareholders. The Chairman will permit
Shareholders to ask questions about the conduct of the audit and the preparation and content of the audit
report.
Trading in Hudson Shares
(i)
Hudson Share Trading Policy prohibits Directors from taking advantage of their position or information
acquired, in the course of their duties, and the misuse of information for personal gain or to cause detriment
to of the Group.
Directors, senior executives and employees are required to advise the Company Secretary of their intentions
prior to undertaking any transaction in Hudson securities.
If an employee, officer or director is considered to possess material non‐public information, they will be
precluded from making a Security transaction until after the time of public release of that information.
A copy of the Company’s Share Trading Policy is available on the Company’s website (under “Corporate
Governance”).
Corporate Social Responsibility
(j)
Hudson is committed to conducting our operations and activities in harmony with the environment and society,
and wherever practicable to work in collaboration with communities and government institutions in decision‐
making and activities for effective, efficient and sustainable solutions.
Our aim is to minimize our environmental footprint and safeguard the environment while sharing the benefits
of share the benefits of mining with our employees and the community and contribute to economic and social
development, minimizing our environmental footprint and safeguarding the environment, now and for future
generations.
A copy of Hudson’s Environmental, Health and Social Charter is available on the Hudson website (under
“Corporate Governance”).
Departures from recommendations
(k)
The Company is required to report any departures from the recommendations in its annual financial report.
The Company’s compliance and departures from Recommendations as at the date of this Annual Report are set
out in the following table:
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For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
PRINCIPAL
Responses
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1
The entity should have and disclose a charter, which
sets out the respective roles and responsibilities of
the board, the chair and management; and includes a
description of those matters expressly reserved to the
board and those delegated to management.
Complies.
The Company’s Corporate Governance Plan includes a
Board Charter, which discloses the specific
responsibilities of the Board. The responsibilities
delegated to the senior management team are set out
in the Board Charter.
The Board Charter can be viewed on the Company’s
website www.higl.com.au.
Recommendation 1.2
The entity should undertake appropriate checks
before appointing a person, or putting forward to
security holders a candidate for election, as a director.
The entity should provide security holders with all
material information relevant to a decision on
whether or not to elect or re‐elect a director.
Recommendation 1.3
The entity should have a written agreement with each
director and senior executive setting out the terms of
their appointment.
Recommendation 1.4
The company secretary of the entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of the
board.
Recommendation 1.5
The entity should establish a policy concerning
diversity and disclose the policy or a summary of that
policy. The policy should include requirements for the
board to establish measurable objectives for achieving
gender diversity for the board to assess annually both
the objectives and progress in achieving them.
The entity should disclose in its annual report the
measurable objectives for achieving gender diversity
set by the board in accordance with the diversity
policy and progress towards achieving them.
The entity should disclose in its annual report the
proportion of women employees in the whole
organisation, women in senior executive positions and
women on the board.
Recommendation 1.6
The entity should have and disclose a process for
periodically evaluating the performance of the board,
its committees and individual directors and disclose in
relation to each reporting period, whether a
performance evaluation was undertaken in the
reporting period in accordance with that process.
Complies.
The Company has conducted appropriate checks for
all current Directors.
The Company will undertake appropriate checks
before appointing a person, or putting forward to
Shareholders a candidate for election, as a Director.
Does not Comply yet.
Although all of the Directors do not yet have written
agreements setting out the terms of their
appointments, the Company will endeavor to bring
these agreements into being in 2015.
Complies.
A company secretary has been appointed and is
accountable directly to the Board, through the
Chairperson, on all matters to do with the proper
functioning of the Board.
Complies.
The Board has established a Diversity Policy.
Complies.
The Diversity Policy is available at the Company’s
website and is set out in the Company’s annual
report.
Complies.
Details of the Company’s measurable objectives for
achieving gender diversity and its progress towards
achieving them and the entity’s gender diversity
figures are set out in the Company’s annual report.
Does not Comply yet.
The Company will disclose the process for evaluating
the performance of the Board, its committees and
individual directors in its future annual reports.
Details of the performance evaluations undertaken
will be set out in future annual reports.
Page | 21
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Recommendation 1.7
The entity should have and disclose a process for
periodically evaluating the performance of its senior
executives and disclose in relation to each reporting
period, whether a performance evaluation was
undertaken in the reporting period in accordance with
that process
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
Recommendation 2.1
The entity’s board should have a nomination
committee, which has at least three members, a
majority of whom are independent directors and is
chaired by an independent director.
The entity should disclose the charter of the
committee, the members of the committee and as at
the end of each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those
meetings.
If the entity does not have a nomination committee, it
should disclose that fact and the processes it employs
to address board succession issues and to ensure that
the board has the appropriate balance of skills,
experience, independence and knowledge of the
entity to enable it to discharge its duties and
responsibilities effectively.
Recommendation 2.2
The entity should have and disclose a board skill
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.
Recommendation 2.3
The entity should disclose the names of the directors
considered by the board to be independent directors
and the length of service of each director.
The entity should disclose if a director has an interest,
position, association or relationship of the type
described in Box 2.3 of the ASX Corporate Governance
Principles and Recommendation (3rd Edition), but the
board is of the opinion that it does not compromise
the independence of the director, the nature of the
interest, position, association or relationship in
question and an explanation of why the board is of
that opinion.
Recommendation 2.4
A majority of the board of the entity should be
independent directors.
Complies.
Senior executive key performance indicators are set
annually, with performance appraised by the Board,
and reviewed in detail by the Board.
The internal review is to be conducted on an annual
basis and if deemed necessary an independent third
party will facilitate this internal review.
Details of the performance evaluations undertaken
will be set out in future annual reports.
Does not Comply.
The Company does not have a nomination committee.
Does not Comply.
Currently the role of the nomination committee is
undertaken by the full Board. The Company intends to
establish a nomination committee once the
Company’s operations are of sufficient magnitude.
Does not Comply.
The Company does not have a nomination committee.
The Board evaluates the skills, experience of its
members and then determines whether additional
members should be invited to the Board to
complement or replace the existing members.
Does not yet Comply.
The Company intends to develop a board skill matrix
setting out the mix of skills and diversity the Board
has and requires within 2015. The skill matrix will be
available at the Company’s website once finalised.
Complies.
Non‐Executive Director John Foley was appointed on
6 August 2014.
Complies.
The independence of directors and the length of
service of each director are set out in the Company’s
annual report.
Details of any relevant interest, position, association
or relationship impacting upon a director’s
independence will be set out in the Company’s annual
report.
Does not Comply.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Recommendation 2.5
The chair of the board of the entity should be an
independent director and, in particular, should not be
the same person as the CEO/Managing Director of the
entity.
Recommendation 2.6
The entity should have a program for inducting new
directors and providing appropriate professional
development opportunities for continuing directors to
develop and maintain the skills and knowledge
needed to perform their role as a director effectively.
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
Recommendation 3.1
The entity should establish a code of conduct and
disclose the code or a summary of the code.
Does not fully Comply.
The chair is not independent but is not the Managing
Director of the Company. The Board considers that
given its current size and structure it is neither
appropriate nor cost effective to meet this
requirement in full.
Does not yet comply.
Currently the induction of new directors and plan for
professional development is managed informally by
the full Board.
During 2015, the Company intends to develop a
formal program for inducting new directors and
providing appropriate professional development
opportunities.
Complies.
The Board has a Code of Conduct to guide compliance
with legal, ethical and other obligations to legitimate
stakeholders and the responsibility and accountability
required of the Group’s personnel for reporting and
investigating unethical practices or circumstances
where there are beaches of the Code.
The Code of Conduct can be viewed on the Company’s
website.
Complies.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Recommendation 4.1
The board of the entity should have an audit
committee, which consists only of non‐executive
directors, a majority of which are independent
directors and is chaired by an independent chair, who
is not chair of the board.
The entity should disclose the charter of the
committee, the members of the committee and as at
the end of each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those
meetings.
The Board has established an Audit and Risk
Committee.
Members of the Board have appropriate and relevant
financial experience to act in this capacity.
The Board has established an Audit and Risk Committee
Charter.
A summary of the charter and details of the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings are set out in the Company’s annual
report.
The full Audit and Risk Committee charter can be
viewed on the Company’s website.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Recommendation 4.2
The board should disclose whether it has, before
approving the entity’s financial statements for a
financial period received assurance from the chief
executive officer (or equivalent) and the chief
financial officer (or equivalent) a declaration that the
financial records of the entity 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 entity and that the opinion has
been formed on the basis of a sound system of risk
management and internal control which is operating
effectively in all material respects in relation to
financial reporting risks.
Recommendation 4.3
When the entity has an AGM it should ensure that its
external auditor attends the AGM and is available to
answer questions from security holders relevant to
the audit.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1
The entity should established written policies
designed to ensure compliance with ASX Listing Rule
disclosure requirements and to ensure accountability
at senior executive level for that compliance and
disclosed those policies or a summary of those
policies.
Complies.
The Board requires the Managing Director and Chief
Financial Officer to provide such a statement before
approving the entity’s financial statements for a
financial period.
Complies.
The external auditor attends the AGM and is available
to answer questions from Security Holders relevant to
the audit.
Complies.
The Company has a written policy on information
disclosure. The focus of these policies and procedures
is continuous disclosure and improving access to
information for investors.
Details of the entity’s continuous disclosure policy can
be viewed on the Company’s website.
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
Recommendation 6.1
The entity should provide information about itself and
its governance to investors via its website.
Recommendation 6.2
The entity should design and implement an investor
relations program to facilitate effective two‐way
communication with shareholders.
Recommendation 6.3
The entity should disclose the policies and processes it
has in place to facilitate and encourage participation
at general meetings
Recommendation 6.4
A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security registry
electronically.
Complies.
The Company has provided specific information about
itself and its key personnel and has developed a
comprehensive Corporate Governance Plan.
Details can be found at the Company’s website.
Complies.
The Company has established a Shareholder’s
Communication Policy. The Company recognises the
importance of forthright communications and aims to
ensure that the shareholders are informed of all
major developments affecting the Company.
Details of the Shareholder’s Communication Policy
can be found at the Company’s website.
Complies.
The Shareholder’s Communication Policy is available
on the Company’s website and details are set out in
the Company’s annual report.
Complies.
The Company has provided the option to receive
communications from, and send communications to,
the entity and its security registry electronically.
Page | 24
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 7.1
The board of the entity should have a committee or
committees to oversee risk each of which has at least
three members, a majority of whom are independent
directors and is chaired by an independent director.
The entity should disclose the charter of the
committee, the members of the committee and as at
the end of each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those
meetings.
Recommendation 7.2
The board or board committee should review the
entity’s risk management framework with
management at least annually to satisfy it that it
continues to be sound, to determine whether there
have been any changes in the material business risks
the entity faces and to ensure that they remain within
the risk appetite set by the board.
The entity should also disclose in relation to each
reporting period, whether such a review has taken
place.
Recommendation 7.3
The entity should disclose if it has an internal audit
function, how the function is structured and what role
it performs.
If the entity does not have an internal audit function,
the entity should disclose that fact and the processes
it employs for evaluating and continually improving
the effectiveness of its risk management and internal
control processes.
Recommendation 7.4
The entity should disclose whether, and if so how, it
has regard to economic, environmental and social
sustainability risks and, if it does, how it manages or
intends to manage those risks.
Complies.
The Board has established an Audit and Risk
Committee to oversee risk which is comprised of the
whole Board.
Complies
The Company’s Charter for the Audit and Risk
Committee is on the Company’s website and the
details of the number of times the committee met
throughout the period and the individual attendances
of the members at those meetings will be set out in
the Company’s annual report.
Complies.
The Company’s Corporate Governance Plan includes a
Risk Management Review Procedure and Compliance
and Control policy.
The Board determines the Company’s “risk profile”
and is responsible for overseeing and approving risk
management strategy and policies, internal
compliance and internal control.
The Board has delegated to the Audit and Risk
Committee the responsibility for implementing the
risk management system.
Details of the number of times the committee
conducted a risk management review in relation to
each reporting period will be disclosed in its annual
reports.
Does not yet comply.
The Board has delegated the internal audit function to
the Audit and Risk Committee and intends to establish
and implement the structure and role of the internal
audit function.
The Company will disclose the details of the internal
audit function in its future annual reports.
Complies.
The Company has an Audit and Risk committee
appointed to manage economic sustainability and
risk. In addition to this the Company also has an
Environmental and Social Charter on its website, and
manages environmental and social sustainability risks
accordingly.
With respect to the Tenements the Company
complies with environmental regulatory requirements
and risk through the relevant authorities issued
pursuant to permits from the NSW Department of
Trade and Investment (Resources & Energy).
Page | 25
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1
The board should establish a remuneration
committee, which has at least three members, a
majority of whom are independent directors and is
chaired by an independent director.
If the entity does not have a remuneration
committee, the entity should disclose that fact and
the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
Recommendation 8.2
The entity should separately disclose its policies and
practices regarding the remuneration of non‐
executive directors and the remuneration of executive
directors and other senior executives and ensure that
the different roles and responsibilities of non‐
executive directors compared to executive directors
and other senior executives are reflected in the level
and composition of their remuneration.
Recommendation 8.3
If the entity has an equity‐based remuneration
scheme, the entity should have a policy on whether
participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise),
which limit the economic risk of participating in the
scheme, and disclose that policy or a summary of it.
Does not comply.
The Company is not of a size that justifies having a
separate Remuneration Committee so matters
typically considered by such a committee are dealt
with by the full Board.
Complies.
The Board has adopted a Remuneration Committee
Charter.
However, the Company is not of a size that justifies
having a separate Remuneration Committee so
matters typically considered by such a committee are
dealt with by the full Board.
The Board intends to engage the services of an
independent adviser to review the level and
composition of remuneration for Directors and senior
executives to ensure that such remuneration is
appropriate and not excessive.
Complies.
The Company distinguishes the structure of Non‐
executive Directors’ remuneration from that of
Executive Directors and senior executives.
Details of the policies and practices regarding
remuneration are set out in the Company’s annual
report.
The Remuneration Committee Charter can be viewed
on the Company’s website.
Complies.
The Company’s Share Trading Policy prohibits
executive staff from undertaking hedging or other
strategies that could limit the economic risk
associated with Company Securities issued under any
equity based remuneration scheme.
The Share Trading Policy can be viewed on the
Company’s website.
Page | 26
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CONSOLIDATED STATEMENT OF PROFIT OR LOSS & OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
Revenue from continuing operations
Cost of sales
Other income and expenses
Cost of providing services and administration
expenses
Finance income
Finance expenses
Share of profit of equity accounted investee
PROFIT/(LOSS) BEFORE INCOME TAX
Notes
4
5
6 (a)
6 (b)
6 (c)
13,125
(7,760)
(3,696)
(3,962)
1,647
(14,965)
62
(15,549)
13,333
(6,751)
(3,910)
(3,972)
1,187
(7,388)
2,534
(4,967)
‐
‐
(19,648)
(41)
6
(6,600)
‐
(26,283)
Income tax benefit/(expense)
PROFIT/(LOSS) AFTER TAX FOR THE YEAR
7
490
(15,059)
‐
(4,967)
‐
(26,283)
‐
‐
5,200
(61)
1
(1)
‐
5,139
‐
5,139
OTHER COMPREHENSIVE INCOME
Other comprehensive income for the year net
of tax
Total comprehensive income for the year
Profit attributable to non‐controlling interests
TOTAL COMPREHENSIVE INCOME / (LOSS)
ATTRIBUTABLE TO MEMBERS OF THE
PARENT ENTITY
‐
‐
‐
‐
(15,059)
(4,967)
(26,283)
5,139
‐
(15,059)
‐
(4,967)
‐
(26,283)
‐
5,139
Earnings/(Loss) per shares
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
22
22
Cents
(5.84)
(5.84)
Cents
(1.93)
(1.93)
The above Statement should be read in conjunction with the accompanying notes.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
2013
$’000
$’000
Notes
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets
Inventories
Other current assets
TOTAL CURRENT ASSETS
NON‐CURRENT ASSETS
Receivables
Property, plant and equipment
Investment properties
Financial assets
TOTAL NON‐CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Financial liabilities
Employee benefits provision
Other liabilities
TOTAL CURRENT LIABILITIES
NON‐CURRENT LIABILITIES
Trade and other payables
Financial liabilities
Deferred tax liability
Other liabilities
Provisions
TOTAL NON‐CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated losses
Total equity attributable to equity
holders of the parent entity
Non‐controlling interest
8
9
10
11
12
9
13
14
10
15
16
17
18
15
16
7
18
19
20
21
21
140
1,644
1,637
2,197
223
5,841
3,028
2,892
32,489
5,032
43,441
49,282
1,174
1,385
420
337
3,316
13,236
20,825
‐
3,409
388
37,858
41,174
8,108
444
8,598
3,928
3,388
158
16,516
3,082
2,730
32,098
7,219
45,129
61,645
2,222
849
406
261
3,738
10,241
20,221
490
3,458
358
34,768
38,506
23,139
1
‐
‐
‐
12
13
31
‐
‐
7,821
7,852
7,865
‐
‐
‐
30
30
‐
‐
‐
‐
‐
‐
30
7,835
11
‐
‐
‐
12
23
4,960
‐
‐
29,136
34,096
34,119
‐
‐
‐
30
30
‐
‐
‐
‐
‐
‐
30
34,089
52,069
5,626
(49,587)
8,108
52,040
5,627
(34,528)
23,139
52,069
‐
(44,234)
7,835
52,040
‐
(17,951)
34,089
‐
‐
‐
‐
TOTAL EQUITY
8,108
23,139
7,835
34,089
The above Statement should be read in conjunction with the accompanying notes.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
Consolidated
Notes
Issued
Capital
Reserves
Accumulated
Losses
Total Equity
Balance at 1 January 2014
Profit/(Loss) for the year
Share issued
Balance at 31 December 2014
Balance at 1 January 2013
Profit/(Loss) for the year
Currency translation
Balance at 31 December 2013
Parent Entity
Balance at 1 January 2014
Share issued
Profit/(loss) for the year
Balance at 31 December 2014
Balance at 1 January 2013
Profit/(loss) for the year
Balance at 31 December 2013
20
20
20
20
20
20
$’000
52,040
‐
29
52,069
52,040
‐
‐
52,040
$’000
5,627
‐
(1)
5,626
5,627
‐
‐
5,627
$’000
(34,528)
(15,059)
‐
(49,587)
(29,561)
(4,967)
‐
(34,528)
$’000
23,139
(15,059)
28
8,108
28,106
(4,967)
‐
23,139
Issued
Capital
Reserves
Accumulated
Losses
Total Equity
$’000
52,040
29
‐
52,069
52,040
‐
52,040
$’000
‐
‐
‐
‐
‐
‐
‐
$’000
(17,951)
‐
(26,283)
(44,234)
(23,090)
5,139
(17,951)
$’000
34,089
29
(26,283)
7,835
28,950
5,139
34,089
The above Statement should be read in conjunction with the accompanying notes.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Net cash provided by/(used in) operating
activities
Cash flows from investing activities
Proceeds from sale of investments
Proceeds from sale of property
Advance to other parties
Advance to controlled entities
Payments for investment properties
improvements
Payments for purchases of investments
Payments for property, plant and equipment
Net cash (used in)/ provided by investing
activities
Cash flows from financing activities
Proceeds from share placement
Share issuing cost
Drawdown from bank borrowings
Repayment of bank borrowings
Net cash provided by /(used in) financing
activities
Net (decrease)/ increase in cash and cash
equivalents
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
8
Notes
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
12,834
(9,846)
9
(1,229)
13,558
(11,067)
5
(2,227)
24
1,768
269
‐
(21)
6
‐
(15)
‐
(40)
1
‐
(39)
12,758
‐
(1,362)
‐
(20)
(14,090)
(525)
4,034
8,346
(1,209)
‐
(58)
(4,509)
(123)
2,000
‐
‐
(1,670)
‐
(354)
‐
10,000
‐
‐
(4,961)
‐
(5,000)
‐
(3,239)
6,481
(24)
39
29
(2)
1,841
(701)
‐
‐
360
(6,901)
1,167
(6,541)
29
‐
‐
‐
29
(304)
209
(10)
444
140
235
444
11
1
‐
‐
‐
‐
‐
‐
11
11
The above Statement should be read in conjunction with the accompanying notes.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
1.
CORPORATE INFORMATION
The consolidated financial statements and notes of the Company for the year ended 31 December 2014
was authorised for issue in accordance with a resolution of the directors and covers Hudson Investment
Group Limited (the Company) as the parent entity as well as the group consisting of Hudson Investment
Group Limited and its subsidiaries as required by the Corporations Act 2001 (the Group).
The consolidated financial statements and notes is presented in Australian currency.
Hudson Investment Group Limited is a company limited by shares incorporated in Australia whose shares
are publicly traded on the Australian Securities Exchange.
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation
This general purpose financial report has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncement of the
Australian Accountancy Standards Board and the Corporations Act 2001.
Statement of Compliance
Australian Accounting Standards ('AASBs') include Australian equivalents to International Financial
Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report of Hudson
Investment Group Limited also complies with International Financial Reporting Standards.
Critical accounting estimates and judgements
Details of critical accounting estimates and assumptions about the future made by management at
reporting date are set out below:
–
Impairment of assets
The Company assess impairment at each reporting date by evaluating conditions specific to
the Group that may lead to impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined. Calculations performed in assessing
recoverable amounts incorporate a number of key estimates.
Critical judgements
Management have made the following judgements when applying the Group's accounting policies:
– Recognition of deferred tax assets
In line with the Group’s accounting policy (Note 2f) and as disclosed in Note 7, deferred tax
assets have not been recognised.
– Measurement of financial assets
If there is an active market for financial assets they have been fair valued in line with market
prices, if not they are carried at cost.
Going Concern
This financial report has been prepared on a going concern basis, which contemplates the continuity
of business activities and the realisation of assets and payments of liabilities in the normal course of
business.
Hudson Marketing is seeking to expand into new markets, install new plant and equipment to
reduce costs and improve cash flows.
The directors believe the Company will be able to pay its debts as and when they fall due and to
fund near tem anticipated activities.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
Historical cost convention
These financial statements have been prepared on an accruals basis and are based on the historical
cost convention except for where noted in these accounting policies.
Material accounting policies adopted in the preparation of these financial statements are presented
below and have been consistently applied unless otherwise stated.
ASIC Class Order 98/100
The Company is of a kind referred to in ASIC Class Order 98/0100, 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, the nearest dollar.
b. Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Hudson Investment Group Limited (“the parent entity”) as at the reporting date and the results of
all subsidiaries for the year then ended. Hudson Investment Group Limited and its subsidiaries
together are referred to in this financial report as the Group.
Subsidiaries are all those entities over which the Group has the power to govern the financial and
operating policies so as to obtain benefits from the entity’s activities, generally accompanying a
shareholding of more than one‐half of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the
Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They
are de‐consolidated from the date that control ceases. The financial performance of those entities
is included only for the period of the year that they were controlled.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Group.
Intercompany transactions, balances and unrealised gains 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.
Minority interests in the results and equity of subsidiaries are shown separately in the consolidated
Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Position
respectively.
Investments in subsidiaries are accounted for at cost in the individual financial statements of
Hudson Investment Group Limited.
c.
Segment reporting
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different to those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment and is subject to risks and returns that are different from those of segments operating
in other economic environments. Reporting to management by segments is on this basis
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
d.
Foreign currency transactions and balances
(i)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which the entity operates (‘the
functional currency’). The financial statements are presented in Australian dollars, which is
Hudson Investment Group Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year‐end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognised in the
Statement of Profit or Loss and Other Comprehensive Income.
(iii) Group companies
The results and financial position of all the Group entities that have a functional currency
different from the presentation currency are translated into the presentation currency as
follows:
assets and liabilities for each Statement of Financial Position presented are translated at
the closing rate at the date of that Statement of Financial Position;
income and expenses for each Statement of Profit or Loss and Other Comprehensive
Income are translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the transactions);
retained earnings are translated at the exchange rates prevailing at the date of
transactions; and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in
foreign entities, and of borrowings and other currency instruments designated as hedges of
such investments, are taken to shareholders’ equity. When a foreign operation is sold or
borrowings repaid a proportionate share of such exchange differences are recognised in the
Statement of Profit or Loss and Other Comprehensive Income as part of the gain or loss on sale
where applicable.
e. Revenue recognition
Revenue is recognised at the fair value of consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances and duties and taxes paid. The following specific
recognition criteria must also be met before revenue is recognised:
Sale of Goods
Revenue from sale of goods is recognised when the significant risks and rewards of ownership have
passed to the buyer and can be reliably measured. Risks and rewards are considered passed to
buyer when goods have been delivered to the customer.
Interest
Interest revenue is recognised as it accrues taking into account the effective yield on the financial
asset
Rental Income
Rental income on investment properties is accounted for on a straight‐line basis over the lease
term. Contingent rentals are recognised as income in the periods when they are earned.
All revenue is stated net of the amount of goods and services tax (GST).
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
f.
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable
income based on the income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected
to apply when the assets are recovered or liabilities are settled, based on those tax rates which are
enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An
exception is made for certain temporary differences arising from the initial recognition of an asset
or a liability. No deferred tax asset or liability is recognised in relation to these temporary
differences if they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only
if it is probable that future taxable amounts will be available to utilise those temporary differences
and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in controlled entities where the parent entity is able
to control the timing of the reversal of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
The Company and its wholly owned entities are part of a tax‐consolidated group under Australian
taxation law. Hudson Investment Group Limited is the head entity in the tax‐consolidated group.
Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary
differences of the members of the tax‐consolidated group are recognised in the separate financial
statements of the members of the tax‐consolidated group using the ‘separate taxpayer within
group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax
losses and tax credits of the members of the tax‐consolidated group are recognised by the Company
(as head entity in the tax‐consolidated group).
The amounts receivable/payable under tax funding arrangements are due upon notification by the
entity which is issued soon after the end of each financial year. Interim funding notices may also be
issued by the head entity to its wholly owned subsidiaries. These amounts are recognised as current
inter‐company receivables or payables.
g. Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
where the GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position.
Cash flows are included in Statement of Cash Flows on a gross basis except for the GST component
of cash flows arising from investing and financing activities, which is recoverable from, or payable
to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the taxation authority.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
h.
Cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash includes cash and cash equivalents on hand
and at call deposits with banks or financial institutions, investment in money market instruments
maturing within less than 2 months, net of bank overdrafts.
i.
Trade and other receivables
Trade 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 60
days from the date of recognition.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off. A provision for doubtful receivables is established when there is
objective evidence that entities in the Group will not be able to collect all amounts due according to
the original terms of receivables.
j.
Inventories
Inventories include raw materials, work in progress and finished goods.
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials,
direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter
being allocated on the basis of normal operating capacity. Costs are assigned to individual items of
inventory on the basis of weighted average costs. Net realisable value is the estimated selling price
in the ordinary course of business less the estimated costs of completion and the estimated costs
necessary to make the sale.
k.
Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash
generating units).
Non‐financial assets that suffered an impairment are reviewed for possible reversal of the
impairment at each reporting period.
l.
Financial instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the
contractual provisions to the instrument. For financial assets, this is equivalent to the date that the
company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is
adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the
instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are
expensed to profit or loss immediately.
Classification and subsequent measurement
Finance instruments are subsequently measured at either of fair value, amortised cost using the
effective interest rate method, or cost. Fair value represents the amount for which an asset could
be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted
prices in an active market are used to determine fair value. In other circumstances, valuation
techniques are adopted.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
Amortised cost is calculated as:
(a) the amount at which the financial asset or financial liability is measured at initial recognition;
(b) less principal repayments;
(c) plus or minus the cumulative amortisation of the difference, if any, between the amount
initially recognised and the maturity amount calculated using the effective interest method;
and
(d) less any reduction for impairment.
The effective interest method is used to allocate interest income or interest expense over the
relevant period and is equivalent to the rate that exactly discounts estimated future cash
payments or receipts (including fees, transaction costs and other premiums or discounts)
through the expected life (or when this cannot be reliably predicted, the contractual term) of
the financial instrument to the net carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate an adjustment to the carrying
value with a consequential recognition of an income or expense in profit or loss.
The Group does not designate any interests in subsidiaries, associates or joint venture entities
as being subject to the requirements of accounting standards specifically applicable to
financial instruments.
(i)
Financial assets at fair value through profit or loss
Financial assets are classified at ‘fair value through profit or loss’ when they are either
held for trading for the purpose of short‐term profit taking, derivatives not held for
hedging purposes, or when they are designated as such to avoid an accounting mismatch
or to enable performance evaluation where a group of financial assets is managed by key
management personnel on a fair value basis in accordance with a documented risk
management or investment strategy. Such assets are subsequently measured at fair
value with changes in carrying value being included in profit or loss.
(ii) Loans and receivables
Loans and receivables are non‐derivative financial assets with fixed or determinable
payments that are not quoted in an active market and are subsequently measured at
amortised cost.
Loans and receivables are included in current assets, except for those which are not
expected to mature within 12 months after reporting date. (All other loans and
receivables are classified as non‐current assets.)
(iii) Held‐to‐maturity investments
investments are non‐derivative financial assets that have fixed
Held‐to‐maturity
maturities and fixed or determinable payments, and it is the Group’s intention to hold
these investments to maturity. They are subsequently measured at amortised cost.
Held‐to‐maturity investments are included in non‐current assets, except for those which
are expected to mature within 12 months after reporting date. (All other investments are
classified as current assets.)
If during the period the Group sold or reclassified more than an insignificant amount of
the entire held‐to‐maturity
the held‐to‐maturity
investments category would be tainted and reclassified as available‐for‐sale.
investments before maturity,
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
(iv) Available‐for‐sale financial assets
Available‐for‐sale financial assets are non‐derivative financial assets that are either not
suitable to be classified into other categories of financial assets due to their nature, or
they are designated as such by management. They comprise investments in the equity of
other entities where there is neither a fixed maturity nor fixed or determinable
payments.
Available‐for‐sale financial assets are included in non‐current assets, except for those
which are expected to be disposed of within 12 months after reporting date. (All other
financial assets are classified as current assets.)
(v) Financial Liabilities
Non‐derivative financial liabilities (excluding financial guarantees) are subsequently
measured at amortised cost.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation
techniques are applied to determine the fair value for all unlisted securities, including recent arm’s
length transactions, reference to similar instruments and option pricing models.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a
financial instrument has been impaired. In the case of available‐for‐sale financial instruments, a
prolonged decline in the value of the instrument is considered to determine whether impairment
has arisen. Impairment losses are recognised in the statement of comprehensive income.
De‐recognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or
the asset is transferred to another party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
where the related obligations are either discharged, cancelled or expired. The difference between
the carrying value of the financial liability extinguished or transferred to another party and the fair
value of consideration paid, including the transfer of non‐cash assets or liabilities assumed, is
recognised in profit or loss.
m. Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and
measurement or for disclosure purposes.
The fair value of financial instruments traded in active markets is based on quoted market prices at
the Statement of Financial Position date. The quoted market price used for financial assets held by
entities in the Group is the current bid price; the appropriate quoted market price for financial
liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques. Entities in the Group use a variety of methods and make assumptions that are
based on market conditions existing at each balance date. Quoted market prices or dealer quotes
for similar instruments are used for long‐term debt instruments held. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for the remaining financial
instruments.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed
to approximate their fair values. The fair value of financial liabilities for disclosure purposes is
estimated by discounting the future contractual cash flows at the current market interest rate that
is available to entities in the Group for similar financial instruments.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
n.
Property, plant and equipment
Land and buildings are shown at fair value, based on periodic valuations by external independent
valuers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of
revaluation is eliminated against the gross carrying amount of the asset and the net amount is
restated to the re‐valued amount of the asset. All other 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 are incurred.
Increases in the carrying amounts arising on revaluation of land and buildings are credited to the
asset revaluation reserve in equity. A revaluation surplus is credited to the asset revaluation
reserve included within shareholder’s equity unless it reverses a revaluation decrease on the same
asset previously recognised in the Statement of Profit or Loss and Other Comprehensive Income. A
revaluation deficit is recognised in the Statement of Profit or Loss and Other Comprehensive
Income unless it directly offsets a previous revaluation surplus on the same asset in the asset
revaluation reserve. On disposal, any revaluation reserve relating to sold assets is transferred to
retained earnings. Independent valuations are performed regularly to ensure the carrying amounts
of land and buildings do not differ materially from the fair value at the Statement of Financial
Position date.
Land is not depreciated. Depreciation on other assets is calculated using the straight line, over their
estimated useful lives, as follows:
Plant and equipment
Buildings
5 – 15 years (depreciation rate 6.7% to 20%)
30 years (depreciation rate 3.4%)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
Statement of Financial Position date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount (note 2 (m)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These
are included in the Statement of Profit or Loss and Other Comprehensive Income.
o.
Investment property
Investment property is held for long‐term rental yields and is not occupied by the Group.
Investment property is carried at fair value, which is based on active market prices, adjusted, if
necessary, for any difference in the nature, location or condition of the specific asset. If this
information is not available, the Group uses alternative valuation methods such as recent prices in
less active markets or discounted cash flow projections. These valuations are reviewed annually.
Changes in fair values are recorded in the Statement of Profit or Loss and Other Comprehensive
Income as part of other income.
p.
Leases
Company as lessee
Leases of property, plant and equipment where the Group has substantially all the risks and
rewards of ownership but not the legal ownership are classified as finance leases and capitalised at
inception of the lease at the fair value of the leased property, or if lower, at the present value of the
minimum lease payments. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance
of the liability. Finance charges are charged to the Statement of Profit or Loss and Other
Comprehensive Income over the lease period so as to produce a constant periodic rate of interest
on the remaining balance of the liability for each period.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
Capitalised leased assets are depreciated on a straight line basis over the shorter of the estimated
useful life of the asset or the lease term.
Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset
are classified as operating leases. Payments made under operating leases (net of incentives received
from the lessor) are charged to the Statement of Profit or Loss and Other Comprehensive Income
on a straight‐line basis over the period of the lease.
Lease incentives under operating leases are recognised as a liability and amortised on a straight line
basis over the life of the lease term.
Company as lessor
Lease income from operating leases is recognised in the Statement of Profit or Loss and Other
Comprehensive Income on a straight‐line basis over the lease term. Initial direct costs incurred in
negotiating operating leases are added to the carrying value of the leased asset and recognised as
an expense over the lease term on the same bases as the lease income.
q.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
r.
Provisions
Provisions are recognised when the group 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 the outflow can
be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at
the end of the reporting period.
s. Other liabilities
Other liabilities comprise non‐current amounts due to related parties that do not bear interest and
are repayable within one year of Statement of Financial Position date.
Income received in advance relates to car park income that will be brought to account over the life
of the car space contracts.
t.
Employee benefits
Wages, Salaries and Annual Leave
Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be
settled within one year of Statement of Financial Position date are recognised in other liabilities in
respect of employees' services rendered up to Statement of Financial Position date and are
measured at amounts expected to be paid when the liabilities are settled.
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.
In determining the liability, consideration is given to employee wage increases and the probability
that the employee may satisfy resting requirements. Those cash flows are discounted using market
yields on national government bonds with terms to maturity that match the expected timing of cash
flows.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
2.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES continued
u.
Issued capital
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the
equity proceeds, net of any income tax benefit.
v.
Share‐based payments
Ownership‐based remuneration is provided to employees via an employee share option plan and
employee share plan.
Share‐based compensation is recognised as an expense in respect of the services received,
measured on a fair value basis.
The fair value of the options at grant date is independently determined using a Black Scholes option
pricing model that takes into account the exercise price, the term of the option, the vesting and
performance criteria, the impact of dilution, the non‐tradeable nature of the option, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and
the risk‐free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non‐market vesting conditions (for
example, profitability and sales growth targets). Non‐market vesting conditions are included in
assumptions about the number of options that are expected to become exercisable. At each
Statement of Financial Position date, the Group revises its estimate of the number of options that
are expected to become exercisable. The employee benefit expense recognised each period takes
into account the most recent estimate.
Upon the exercise of options, the balance of the share‐based payments reserve relating to those
options is transferred to share capital.
w. Earnings per share (EPS)
Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing
equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted
for any bonus element.
Diluted EPS is calculated as net profit attributable to members, adjusted for costs of servicing equity
(other than dividends), the after tax effect of dividends and interest associated with dilutive
potential ordinary shares that have been recognised as expenses; and other non‐discretionary
changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential
ordinary shares, adjusted for any bonus element.
x. New Accounting Standards for Application
The AASB has issued new and amended accounting standards and interpretations that have
mandatory application dates for future reporting periods. The group has decided against early
adoption of these standards. We have reviewed these standards and interpretations and there are
none having any material effect.
3.
FINANCIAL RISK MANAGEMENT
a. General objectives, policies and processes
In common with all other businesses, the Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information in
respect of these risks is presented throughout these financial statements.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
3.
FINANCIAL RISK MANAGEMENT continued
There have been no substantive changes in the Group’s exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the methods used to measure them
from previous periods unless otherwise stated in this note.
The Board has overall responsibility for the determination of the Group’s risk management
objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the
authority for designing and operating processes that ensure the effective implementation of the
objectives and policies to the Group’s finance function. The Groups' risk management policies and
objectives are therefore designed to minimise the potential impacts of these risks on the results of
the Group where such impacts may be material. The Board receives reports from the Chief Financial
Officer through which it reviews the effectiveness of the processes put in place and the
appropriateness of the objectives and policies it sets. The Group’s finance function also review the
risk management policies and processes and report their findings to the Audit Committee.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without
unduly affecting the Group’s competitiveness and flexibility.
Further details regarding these policies are set out below.
The Group and the parent entity hold the following financial instruments:
Financial assets
Current
Cash and cash equivalents
Trade and other receivables
Financial assets
Non‐current
Trade and other receivables
Financial assets
Financial liabilities
Current
Trade and other payables
Financial liabilities
Non‐current
Trade and other payables
Financial liabilities
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
140
1,644
1,637
3,028
5,032
11,481
444
8,598
3,928
3,082
7,219
23,271
1
‐
‐
11
‐
‐
31
7,821
7,853
4,960
29,136
34,107
1,174
1,385
2,222
849
13,236
20,825
36,620
10,241
20,221
33,533
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
3.
FINANCIAL RISK MANAGEMENT continued
b. Credit risk
Credit risk is the risk that the other party to a financial instrument will fail to discharge their
obligation resulting in the Group incurring a financial loss. This usually occurs when debtors or
counterparties to derivative contracts fail to settle their obligations owing to the Group excluding
the available for sale financial assets.
The maximum exposure to credit risk at balance date is the carrying amount of the financial assets,
excluding the available for sale financial assets, as summarised under note(a) above.
For banks and financial institutions, only independently rated parties are accepted and each deposit
account is kept to under $1 million to ensure that it is covered by the Governments bank deposit
guarantee scheme.
The maximum exposure to credit risk at balance date by country is as follows:
Australia
Consolidated
Parent Entity
2014
$’000
25,066
25,066
2013
$’000
18,839
18,839
2014
$’000
31
31
2013
$’000
4,971
4,971
Included in trade receivables is a significant customer, located in the Australian region, which
accounts for 59% of the trade receivables balance as at 31 December 2014. This same customer
accounted for 71% of the trade receivables balance as at 31 December 2013. There are no
significant past due balances.
c.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet
commitments associated with financial instruments that is, borrowing repayments. Bank loans are
detailed below. The funds were provided by bankers for the Group and the Parent Company. It is
the policy of the Board of Directors that treasury reviews and maintains adequate committed credit
facilities and the ability to close‐out market positions.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
3.
FINANCIAL RISK MANAGEMENT continued
Maturity Analysis of financial liabilities
Consolidated
2014
Current
Trade and other payables
Financial Liabilities
Non‐current
Trade and other payables
Financial Liabilities
Total financial liabilities
at amortised cost
Consolidated
2013
Current
Trade and other payables
Financial Liabilities
Non‐current
Trade and other payables
Financial Liabilities
Total financial liabilities
at amortised cost
Parent Entity
2014
Current
Trade and other payables
Non‐current
Other liabilities
Total financial liabilities at
amortised cost
Parent Entity
2013
Current
Trade and other payables
Non‐current
Other liabilities
Total financial liabilities
at amortised cost
Carrying
Amount
$'000
Contractual
Cash flows
$'000
< 6 mths
$'000
6‐ 12
mths
$'000
1‐3 years
> 3 years
$'000
$'000
1,174
1,385
13,236
20,825
36,620
2,222
849
10,241
20,221
33,533
1,174
1,385
13,236
20,825
36,620
2,222
849
10,241
20,221
33,533
1,159
1,069
‐
‐
2,228
1,311
496
‐
‐
1,807
15
316
‐
‐
331
911
353
‐
‐
1,264
‐
‐
13,236
14,746
27,982
‐
‐
10,241
19,875
30,116
‐
‐
‐
6,079
6,079
‐
‐
‐
346
346
Carrying
Amount
$'000
Contractual
Cash flows
$'000
< 6 mths
$'000
6‐ 12
mths
$'000
1‐3 years
> 3 years
$'000
$'000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
3.
FINANCIAL RISK MANAGEMENT continued
d. Market risk
Market risk arises from the use of interest bearing, tradable and foreign currency financial
instruments. It is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency
risk) or other market factors (other price risk).
(i) Interest rate risk
The Group does not apply hedge accounting.
The Group is constantly monitoring its exposure to trends and fluctuations in interest rates in order
to manage interest rate risk.
For further details of exposure to interest rate risk refer Note 17 Financial Liabilities.
Sensitivity Analysis
The following tables demonstrate the sensitivity to a reasonably possible changes in interest rates,
with all other variables held constant, of the Group’s profit after tax (through the impact on floating
rate borrowings). There is no impact on the Group’s equity.
Carrying
Amount
$'000
+1%
‐1%
Interest Rate
$'000
Interest Rate
$'000
22,210
22,210
21,070
‐
21,070
(222)
67
(155)
(211)
63
(148)
222
(67)
155
211
(63)
148
Consolidated
2014
Financial Liabilities
Tax charge of 30%
After tax increase/(decrease)
Consolidated
2013
Financial Liabilities
Tax charge of 30%
After tax increase/(decrease)
(ii) Currency risk
The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in
their functional currency (AUD) with the cash generated from their own operations in that
currency. Where group entities have liabilities denominated in a currency other than their
functional currency (and have insufficient reserves of that currency to settle them) cash already
denominated in that currency will, where possible, be transferred from elsewhere within the
Group.
In order to monitor the continuing effectiveness of this policy, the Group receives forecast,
analysed by the major currencies held by the Group, of liabilities due for settlement and expected
cash reserve.
There is no foreign currency loan as at reporting date (2013: Nil).
(iii) Other price risk
The Group takes advice from professional advisers as to when to sell shares quoted at market
value.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
3.
FINANCIAL RISK MANAGEMENT continued
Consolidated
2014
Shares at fair value
Tax charge (30%)
After tax increase/(decrease)
Consolidated
2013
Shares at fair value
Tax charge (30%)
After tax increase/(decrease)
There is no concentration of risk.
e. Capital risk management
Carrying
Amount
+10%
Profit & Loss
‐10%
Profit & Loss
$'000
6,669
6,669
3,928
‐
3,928
$'000
667
(200)
467
393
(118)
275
$'000
(667)
200
(467)
(393)
118
(275)
In managing its capital, the Group’s primary objectives are to pay dividends and maintain liquidity.
These objectives dictate any adjustments to capital structure. Rather than set policies, advice is
taken from professional advisors as to how to achieve these objectives. There has been no change
in either these objectives, or what is considered capital in the year.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt.
Consistently with others in the industry, the Group and the parent entity monitor capital on the
basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is
calculated as total borrowings (including 'Financial liabilities' and 'trade and other payables' as
shown in the Statement of Financial Position) less cash and cash equivalents. Total capital is
calculated as 'equity' as shown in the Statement of Financial Position (including minority interest)
plus net debt.
It is the Group’s policy to maintain its gearing ratio at a healthy and manageable level. The
Group’s gearing ratio at the Statement of Financial Position date is as follows:
Gearing ratios
Total borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing Ratio
Consolidated
2014
$'000
22,210
2013
$'000
31,311
Parent Entity
2014
$'000
‐
2013
$'000
‐
(140)
22,070
8,108
30,178
73%
(444)
30,867
23,139
54,006
57%
(0)
‐
7,835
7,835
N/A
(11)
‐
34,089
34,089
N/A
There have been no other significant changes to the Group’s capital management objectives,
policies and processes in the year nor has there been any change in what the Group considers to
be its capital.
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
4. REVENUE
Sale of goods
Rendering of services
Rental Income
Corporate services fee Income
5. OTHER INCOME AND EXPENSES
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
6,276
1,956
1,131
3,762
13,125
5,680
2,278
1,814
3,561
13,333
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Gain/(loss) on disposal of property, plant
and equipment
Net gain/(loss) on disposal of investments
Change in fair value of financial assets
Change in fair value of investment property
Others
‐
523
‐
‐
2,141
(7,415)
371
1,207
(3,696)
(1,366)
(3,082)
15
‐
(3,910)
141
(19,811)
‐
22
(19,648)
8,000
(2,800)
‐
‐
5,200
6.
EXPENSES
The profit/(loss) before income tax is arrived
after (charging)/crediting the following specific
amounts:
a.
Cost of providing services and
administration expenses
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
Consulting and professional expenses
Superannuation contribution expenses
Employee expenses and on costs
Lease payment
Legal expenses
(539)
(267)
(2,122)
(10)
(337)
(478)
(278)
(2,103)
(10)
(145)
b.
Finance income
Interest received
c.
Finance expenses
Interest paid
Depreciation and amortisation
Doubtful debt provision
Others
‐
‐
‐
‐
‐
6
‐
‐
‐
‐
‐
1
‐
‐
‐
(1)
(1)
1,647
1,187
(2,221)
(363)
(12,265)
(116)
(14,965)
(2,517)
(352)
(4,404)
(115)
(7,388)
‐
‐
(6,600)
‐
(6,600)
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
7.
INCOME TAX
a.
Income tax expense
Consolidated
2013
$’000
2014
$’000
Parent Entity
2013
$’000
2014
$’000
Income tax expense
Current tax expense
Deferred tax expense
Total income tax expense/(benefit)
‐
(490)
(490)
Deferred tax expense
Increase in deferred tax expense/(benefit)
(490)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(15,549)
(4,967)
(26,284)
5,139
(4,665)
(1,490)
(7,885)
1,542
‐
‐
‐
(4,094)
8,269
2,256
(766)
‐
‐
‐
(2,284)
(1,600)
10,169
58
‐
(490)
‐
‐
‐
‐
‐
‐
b.
Numerical reconciliation of income tax to
prima facie tax payable
Profit/(loss) from continuing operations
before income tax expense
Income tax expense (benefit) calculated @
30% (2013:30%)
Deferred tax expenses relating to partly
owned subsidiaries outside of the tax
consolidated group
Tax losses not brought to account
Temporary differences not brought to
account
Tax losses not brought to account
Recoupment of prior year tax losses not
previously brought to account
Income tax expense/(benefit) at effective
tax rate of 30% (2013: 30%)
c.
Amounts recognised directly in equity
Aggregate current and deferred tax arising
during the reporting period and not
recognised in profit and loss but directly
debited or credited to equity:
Current income tax
Current income tax on transaction costs of
issuing equity instruments
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Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
7.
INCOME TAX continued
d.
Unrecognised deferred tax assets and liabilities
The unrecognised deferred tax assets of
the Group includes $2,493,085 (2013:
$6,618,466) in relation to carried forward
tax losses and $5,719,998 (2013:
$5,719,998) in relation to carried forward
capital losses.
Deferred tax assets and liabilities have not
been recognised in the statement of
financial position for the following items:
Prior year unrecognised tax losses now
ineligible due to change in tax
consolidation group
Other deductible temporary differences
and tax losses
Potential benefit/(expense) at 30%
(2013: 30%)
e.
Deferred tax assets
Deferred tax assets comprise temporary
differences attributable to:
Amounts recognised in profit and loss
Tax losses
Amounts recognised directly in equity
Share issue expenses
f.
Deferred tax liabilities
Deferred tax liabilities comprise temporary
differences attributable to:
Amounts recognised directly in equity
Revaluations of land and buildings
Amounts recognised in profit and loss
Capitalised exploration costs
Consolidated
2013
$’000
‐
2014
$’000
‐
Parent Entity
2013
$’000
‐
2014
$’000
‐
‐
‐
‐
‐
(13,647)
7,520
(7,612)
(5,330)
(13,647)
7,520
(7,612)
(5,330)
(4,094)
2,256
(2,284)
(1,600)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
490
‐
‐
490
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Page | 48
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
8.
CASH & CASH EQUIVALENTS
Cash at bank and on hand
Cash held in trust accounts
Consolidated
2014
$’000
64
76
140
2013
$’000
368
76
444
Parent Entity
2014
$’000
1
‐
1
2013
$’000
11
‐
11
Weighted average interest rates
0.02%
0.81%
N/A
0.52%
9.
TRADE AND OTHER RECEIVABLES
Current
Trade receivables (note a)
Less: Provision for doubtful debts
Advances to other entities (note b)
Less: Provision for doubtful debts
Other receivables (note c)
Non‐Current
Advances to other entities (note b)
Advances to controlled entities (note d)
Less: Provision for doubtful debts
Employee share scheme (note e)
Less: Provision for employee share scheme
a. Trade receivables past due but not impaired
Up to 3 months
3 to 6 months
b. Advances to other entities and parties
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
2,055
(937)
1,118
19,984
(19,269)
(189)
1,644
3,028
‐
‐
7,888
(7,888)
3,028
1,873
(373)
1,500
11,985
(6,669)
1,782
8,598
3,082
‐
‐
7,888
(7,888)
3,082
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
20,631
(20,600)
7,486
(7,486)
31
‐
18,960
(14,000)
7,486
(7,486)
4,960
Consolidated
Parent Entity
2014
$’000
1,182
19
1,201
2013
$’000
350
683
1,033
2014
$’000
2013
$’000
‐
‐
‐
‐
‐
‐
Current
Three interest bearing full recourse loans of $1.46 million were advanced to a consultant. The loans
are secured against shares and have no fixed repayment term. The loans are repayable should the
consultant leave the Company. A provision of $900,000 was made as at reporting date. None were
written down during the year.
An interest bearing full recourse loan of $14.87 million was advanced to one entity. The loan is
secured against shares and has no fixed repayment term. A provision of $12.2 million was made as
at reporting date. None were written down during the year
Two interest bearing full recourse loans of $0.38 million were advanced to two entities. The loans
have no securities and have no repayment term. Provision of $0.38 million was made as at
reporting date. None were written down during the year
Page | 49
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
9.
TRADE & OTHER RECEIVABLES continued
Two non‐interest bearing loans of $1.81 million were advanced to two entities. The loans have no
securities and have no repayment term. Provision of $1.81 million was made as at reporting date.
None were written down during the year.
Total provision for $19.2 million (2013: $6.6 million) was made at reporting date.
Non‐ Current
An interest bearing loan of $1.18 million (2013: $0.82 million) was advanced to Precious Metal
Resources Limited (ASX: PMR). The loan is secured against shares. Subsequent to reporting date;
PMR converted the debt by issuing 5.5 million PMR shares to the Company. None were written
down during the year.
An interest bearing secured loan of $0.61 million (2013: nil) was advanced to Sovereign Gold
Company Limited (ASX: SOC). The loan was secured by shares. None were written down during the
year.
An interest bearing secured loan of $1.22 million (2013: $2.75 million) was advanced to Raffles
Capital Limited (ASX: RAF). The loan was secured by shares. None were written down during the
year.
c. Other receivables
These amounts relate to receivables for GST paid, deposits paid and balances of tenement disposal
proceed.
d. Advances to controlled entities
There are no advances to controlled entities that are past due but not impaired as measurement is
tied to recoverability. The advances are non‐interest bearing and with no securities.
e. Employee share plan
There are no debts recoverable under the Employee Share Plan that are past due which have not
been impaired. Refer to Note 29 and Note 30 for further details.
The total outstanding non‐recourse loans are $7,887,856 (2013:$7,887,856). The full non‐recourse
loans are recognised as share payment cost expenses in the previous financial year. The
corresponding securities held by the Company at fair value are recorded at $nil million (2013:$nil
million).
f. Fair value and credit risk
Current trade and other receivables
Due to the short term nature of these receivables their carrying amount is assumed to approximate
their fair value.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivables mentioned above.
Non‐current receivables
All non‐current receivables from other entities are interest bearing, and are repayable on demand.
The fair value is approximately equivalent to the carrying value.
Page | 50
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
10.
FINANCIAL ASSETS
Current
Australian listed equity securities
Provision for diminution in value*
Non‐Current
Investment‐controlled entities
Investment‐equity securities
Provision for diminution in value*
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
5,758
(4,121)
1,637
5,196
(1,268)
3,928
‐
‐
‐
‐
‐
‐
‐
11,644
(6,612)
5,032
‐
10,169
(2,950)
7,219
24,094
6,488
(22,761)
7,821
24,094
7,992
(2,950)
29,136
*Financial assets are recorded by marking to market value. The fair value is approximately equivalent
to market value.
11.
INVENTORIES
Raw materials
Finished goods
12.
OTHER CURRENT ASSETS
Prepayments
Others
13. PROPERTY, PLANT AND EQUIPMENT
Building naming rights
At fair value (a)
Plant and equipment
At cost
Accumulated depreciation
Leased plant and equipment
At cost
Accumulated depreciation
1,584
613
2,639
749
2,197
3,388
103
120
223
77
81
158
‐
‐
‐
12
‐
12
‐
‐
‐
12
‐
12
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
900
900
6,214
(5,181)
1,033
6,134
(4,969)
1,165
1,247
(288)
959
1,055
(390)
665
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Total property, plant and equipment
2,892
2,730
‐
Page | 51
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
13. PROPERTY, PLANT AND EQUIPMENT CONTINUED
a. The valuation basis of building naming rights is fair value being the amounts for which the assets could be
exchanged between willing parties in an arm’s length transaction, based on current prices in an active
market for similar properties in the same location and condition. The revaluation was based on an
independent assessment by a member of the Australian Property Institute in 2013.
b. Security
Refer to Note 16 for information on non‐current assets pledged as security.
c. The valuation basis of building naming rights is fair value being the amounts for which the assets could be
exchanged between willing parties in an arm’s length transaction, based on current prices in an active
market for similar properties in the same location and condition. The revaluation was based on an
independent assessment by a member of the Australian Property Institute in 2013.
d. Security
Refer to Note 16 for information on non‐current assets pledged as security.
e.
Reconciliations
Reconciliations of the carrying amounts of each class of property, plant & equipment at the beginning and
end of the current and previous financial year are set out below:
2014
Carrying amount at 1 January 2014
Additions
Depreciation
Carrying amount at 31 December
2014
2013
Carrying amount at 1 January 2013
Additions
Change in fair value
Depreciation
Carrying amount at 31 December
2013
Building
naming
rights
$’000
900
‐
‐
900
Plant &
equipment
$’000
1,165
125
(257)
Leased
Plant &
Equipment
$’000
665
400
(106)
1,033
959
885
‐
15
‐
900
1,282
123
‐
(240)
1,165
778
‐
‐
(113)
665
Total
$’000
2,730
525
(363)
2,892
2,945
123
15
(353)
2,730
Page | 52
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
14.
INVESTMENT PROPERTIES
Non‐current
Investment properties at fair value
a. Valuation basis
Consolidated
2014
2013
$'000
$'000
Parent Entity
2014
$'000
2013
$'000
32,489
32,489
32,098
32,098
‐
‐
‐
‐
The basis of the valuation of investment properties is fair value being the amounts for which the properties
could be exchanged between willing parties in an arm’s length transaction, based on current prices in an
active market for similar properties in the same location and condition and subject to similar leases. The
revaluations were based on a combination of independent assessments made by a member of the Australian
Property Institute and directors’ valuations.
Investment properties at fair value
Directors' valuation
Independent valuation
b. Reconciliation
Consolidated
Parent Entity
2014
$'000
2013
$'000
2014
$'000
2013
$'000
19
32,470
32,489
78
32,020
32,098
‐
‐
‐
‐
‐
‐
A reconciliation of the carrying amount of investment properties at the beginning and end of the current
financial year is set out below:
At fair value
Balance at beginning of year
Capital Works
Change in fair value
Disposal
Carrying amount at end of the year
Consolidated
2014
$'000
Parent Entity
2013
$'000
2014
$'000
2013
$'000
32,098
19
372
‐
32,489
39,863
58
‐
(7,823)
32,098
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
c. Amounts recognised in profit and loss for investment properties
The following amounts have been recognised in the Statement of Profit or Loss and Other
Comprehensive Income
Rental and services income
3,087
Consolidated
2014
$'000
2013
$'000
4,092
Property running expenses
403
861
Parent Entity
2014
$'000
2013
$'000
‐
‐
‐
‐
d. Non‐current assets pledged as security
Refer to Note 16 for information on non‐current assets pledged as security by the parent entity or its
controlled entities.
Page | 53
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
15.
TRADE AND OTHER PAYABLES
Current
Unsecured
Trade and other creditors
Other payables
Non‐Current
Unsecured
Payable to related entities
16.
FINANCIAL LIABILITIES
Current
Secured
Lease and hire purchase liabilities
Bank loans
Total current
Non‐Current
Secured
Lease and hire purchase liabilities
Bank loans
Total non‐current
Security for borrowings
Consolidated
2014
$'000
Parent Entity
2013
$'000
2014
$'000
2013
$'000
939
235
1,174
378
1,844
2,222
13,236
13,236
10,241
10,241
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
358
1,027
1,385
381
468
849
594
20,231
20,825
271
19,950
20,221
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Bank loans are secured by fixed and floating charges, registered first mortgages and by cross guarantees by
and between the parent entity and certain of its controlled entities.
Lease and hire purchase liabilities are effectively secured as the rights to the asset revert to the lessor in
the event of default.
Bank loans are secured by first mortgages over the Group’s investment properties and fixed and floating
charges over assets of the Group. The loans are repayable in years ranging from 2014 to 2017. The rate of
interest paid is a variable rate of 6.14% (2013: 6.14%).
The facilities are subject to an annual review and compliance of financial covenants.
Assets pledged as security
The carrying amounts of non‐current assets pledged as security are:
Investment Property
Land and buildings
Plant and equipment
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
32,489
900
1,992
35,381
32,098
900
1,830
34,828
‐
‐
‐
‐
‐
‐
‐
‐
Page | 54
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
16. FINANCIAL LIABILITIES CONTINUED
The fair value of borrowings is equivalent to the carrying amounts of loans and lease and hire purchase
liabilities.
Risk exposure
Information about the Group’s exposure to interest rate changes is provided in Note 3.
17.
EMPLOYEE BENEFITS PROVISION
Consolidated
2014
$'000
2013
$'000
Parent Entity
2014
$'000
2013
$'000
Employee leave entitlements
420
406
‐
‐
18. OTHER LIABILITIES
Current
Income received in advance
Accrued payable
Non‐Current
Income received in advance
Consolidated
2014
$'000
2013
$'000
Parent Entity
2014
$'000
2013
$'000
49
288
337
3,409
3,409
49
212
261
3,458
3,458
‐
30
30
‐
‐
‐
30
30
‐
‐
Income received in advance represents income received up front for the user using the car park. Income is
allocated to the Statement of Profit or Loss and Other Comprehensive Income on equal apportionment
basis over the term of the agreements.
19.
PROVISIONS
Non‐Current
Restoration provision
Employee leave entitlements
20.
ISSUED CAPITAL
Consolidated
2014
$'000
2013
$'000
Parent Entity
2014
$'000
2013
$'000
50
338
388
50
308
358
‐
‐
‐
‐
‐
‐
Consolidated and Parent Entity
2014
Shares
Number
2013
Shares
Number
Consolidated and Parent
Entity
2014
2013
$’000
$’000
258,546,022
257,821,022
52,069
52,040
Share capital
Ordinary shares
Page | 55
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
20
ISSUED CAPITAL CONTINUED
a.
Movements in ordinary share capital during the year consolidated
Date
Details
No. of Shares
Unit Price
$’000
1 January 2014 Balance
257,821,022
$
‐
December 2014 Share issued
725,000
0.04
31 December 2014 Balance
258,546,022
52,040
29
52,069
b.
Terms and conditions
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
parent entity 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.
Options
There are no unissued ordinary shares of the Company under option at the date of this report.
Performance Options
No options were granted and issued during this year.
c.
d.
21 RESERVES AND ACCUMULATED LOSSES
a. Reserves
Asset revaluation reserve
Capital reserve
Foreign currency translation reserve
Movements in reserves
Asset revaluation reserve
Balance at start of period
Business combination movement
Balance at the end of period
Capital Profits Reserve
Balance at start of period
Business combination movement
Balance at the end of period
Consolidated
2014
$’000
1,141
5,751
(1,266)
2013
$’000
1,141
5,752
(1,266)
5,626
5,627
1,141
‐
1,141
5,752
(1)
5,751
1,141
‐
1,141
5,752
‐
5,752
Foreign currency translation reserve
Balance at start of period
Currency translation differences
Balance at the end of period
(1,266)
‐
(1,266)
(1,266)
‐
(1,266)
Parent Entity
2014
$’000
‐
‐
‐
2013
$’000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
The asset revaluation reserve records increments and decrements on the revaluation of individual
parcels of land and buildings. The balance standing to the credit of the reserve may be used to satisfy
the distribution of bonus shares to shareholders and is only available for the payment of cash
dividends in limited circumstances as permitted by law, net of capital gains tax payable.
The foreign currency translation reserve is used to record exchange differences on translation of
foreign controlled subsidiaries. The reserve is recognised in the Statement of Profit or Loss and Other
Comprehensive Income when the investment is disposed of.
Page | 56
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
b. Accumulated losses
Balance at the beginning of the year
Profit/(loss) for the year
Balance at the end of the year
(34,528)
(15,059)
(49,587)
(29,561)
(4,967)
(34,528)
(17,951)
(26,283)
(23,090)
5,139
(44,234)
(17,951)
22
EARNINGS / (LOSS) PER SHARE
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Profit/(Loss) used in calculating basic and diluted
earnings/(loss) per share
2014
Cents
(5.84)
(5.84)
2014
$’000
(15,059)
2014
Shares
2013
Cents
(1.93)
(1.93)
2013
$’000
(4,967)
2013
Shares
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
257,881,439
257,821,022
Adjustments for calculation of diluted earnings per share
‐
‐
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted earnings per
share.
23 OPERATING SEGMENTS
257,881,439
257,821,022
The Consolidated entity primary reporting format is business segments and its secondary reporting
format is geographical segments.
Business segments
The Consolidated entity is organised into the following divisions by product and service type.
Property investment & development
Development and administration of industrial property in eastern Australia.
Investment services
Equity investment in listed entities and providing corporate finance services.
Exploration and processing of minerals
Processing and distribution of attapulgite, (also known as Fuller’s Earth) which is an industrial clay
material used in the domestic and industrial absorbent, industrial oil refining, agricultural and
horticultural industries. In addition, it is involved in the exploration and development of coal mining
leases.
Geographical segments
All business segments, with the exception of property investment in New Zealand, operate principally
within Australia.
Accounting policies
Segment revenues and expenses are those directly attributable to the segments and include any joint
revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets
used by a segment and consist principally of cash, receivables, inventories, intangibles and property,
plant and equipment, net of allowances and accumulated depreciation and amortisation. While most
assets can be directly attributed to individual segments, the carrying amount of certain assets used
jointly by two or more segments is allocated to segments on a reasonable basis. Segment liabilities
consist principally of payables, employee benefits, accrued expenses, provisions and borrowings.
Page | 57
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
23. OPERATING SEGMENTS continued
Inter‐segment transfers
Segment revenues, expenses and results include transfers between segments. All other intersegment transfers are
priced on an “arm’s‐length” basis and are eliminated on consolidation.
Primary reporting – business segments
Property
investment &
development
Investment
Services
Mineral,
processing &
exploration
Intersegment
eliminations/
unallocated
Consolidated
$’000
$’000
$’000
$’000
$’000
2014
Sales to external
customers
Intersegment sales
Total sales revenue
Other revenue
Total segment revenue
Segment result
Profit/(loss) before
income tax expense
Income tax expense
Net profit/(loss)
Segment assets
Segment liabilities
Acquisition of non‐
current assets
Depreciation and
amortisation expense
2013
Sales to external
customers
Intersegment sales
Total sales revenue
Other revenue
Total segment revenue
Segment result
Profit/(loss) before
income tax expense
Income tax expense
Net profit/(loss)
Segment assets
Segment liabilities
Acquisition of non
current assets
Depreciation and
amortisation expense
3,196
1,914
5,110
‐
5,110
2,648
‐
2,648
87,849
49,092
20
‐
3,984
1,423
5,407
‐
5,407
2,629
‐
2,629
74,841
42,906
58
‐
3,543
290
3,833
‐
3,833
(15,687)
‐
(15,687)
13,462
75,042
6
26
3,561
‐
3,561
‐
3,561
(3,509)
‐
(3,509)
18,151
65,292
14
27
Page | 58
6,386
‐
6,386
‐
6,386
(203)
‐
(203)
24,620
13,539
519
337
5,788
‐
5,788
‐
5,788
(1,586)
‐
(1,586)
22,759
11,475
9
325
‐
(2,204)
(2,204)
‐
(2,204)
‐
(1,817)
(1,817)
(76,649)
(96,499)
‐
‐
‐
(1,423)
(1,423)
‐
(1,423)
‐
‐
‐
(51,605)
(81,167)
‐
‐
13,125
‐
13,125
‐
13,125
(13,242)
(1,817)
(15,059)
49,282
41,174
545
363
13,333
‐
13,333
‐
13,333
(2,466)
‐
(2,466)
64,146
38,506
81
352
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
24.
CASH FLOW INFORMATION
a. Reconciliation of net cash provided by/(used in)
from operating activities to profit/(loss)
Consolidated
Parent Entity
2014
$’000
2013
$’000
2014
$’000
2013
$’000
(15,059)
(2,141)
363
12,265
(371)
(4,967)
1,366
(523)
352
‐
(15)
(26,283)
(141)
5,139
(8,000)
‐
‐
6,600
‐
‐
‐
‐
‐
7,415
3,683
19,810
2,800
(382)
1,191
(65)
(958)
‐
(490)
1,768
386
61
61
(135)
‐
‐
‐
‐
(1)
‐
‐
‐
‐
‐
22
‐
‐
‐
269
(15)
(39)
Profit/(Loss) for the year
Gain on disposal of financial assets
Gain on sale of property, plant and
equipment
Depreciation and amortisation
Provision for doubtful debt
Change in fair value of investment
properties
Change in fair value of financial
assets
Change in operating assets and
liabilities:
(Increase)/decrease in trade and
other receivables
(Increase)/decrease in inventories
(Increase)/decrease in other current
assets
Increase/(decrease) in trade and
other creditors
(Increase) in deferred tax assets
Increase in deferred tax liabilities
Net cash provided by/(used in)
operating activities
b. Significant non‐cash transactions
No other significant non‐cash transactions occurred during the year.
Page | 59
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
25.
CONTROLLED ENTITIES
Name of entity
Class of
Share
Equity Holding
Country of
formation or
incorporation
Hudson Imports Pty Limited
Hudson Marketing Pty Limited
Hudson Pacific Group Limited
Raffles Equities Limited
Hudson Property Trust
Bundaberg Coal Pty Ltd
HSC Property Pty Limited
Hudson Underwriting Limited
Hudson Corporate Limited
Hudson Asset Management Pty Limited
Hudson Capital Corporation Pty Limited
Sorbent Minerals Pty Ltd
Ecofix Pty Ltd
HTH Holdings Pty Limited
Base Metal Resources Limited
Ashford Coking Coal Pty Ltd*
EPC 1262 Pty Ltd
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2014
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
0
0
100
2013
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
*Inactive entities was transferred to related entity at nominal value
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
26.
CONTINGENT ASSETS AND LIABILITIES
Guarantees
Cross guarantees under Class Order 98/1418 by Hudson Investment Group Limited and its wholly
owned controlled entities exist in respect of loans.
Deed Of Cross Guarantee
As at 31 December 2014, Hudson Investment Group Limited, Hudson Imports Pty Limited, Hudson
Pacific Group Limited, Hudson Property Trust, HTH Holdings Pty Limited, Bundaberg Coal Pty Limited,
Hudson Marketing Pty Limited, Raffles Equities Ltd, Hudson Corporate Ltd, Hudson Asset
Management Pty Limited, Hudson Capital Corporation Pty Limited, Sorbent Minerals Pty Ltd, Ecofix
Pty Ltd, Base Metal Resources Limited, EPC 1262 Pty Ltd, Hudson Underwriting Limited and HSC
Property Pty Limited, entered a Deed of Cross Guarantee under which each Company guarantees the
debts of the others.
By entering into the deed, the wholly‐owned entities have been relieved from the requirement to
prepare a financial report and Directors’ report under Class Order 98/1418 (as amended by Class
Order 98/2017) issued by the Australian Securities & Investments Commission.
The above companies represent a ‘Closed Group’ for the purposes of the Class Order, and as there
are no other parties to the Deed of Cross Guarantee that are controlled by Hudson Investment Group
Limited, they also represent the ‘Extended Closed Group’. These consolidated financial statements
for the year ended 31 December 2014 represent those of the “Closed Group”.
Page | 60
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
26
CONTINGENT ASSETS AND LIABILITIES continued
Litigation
On 8 June 2007 the Company obtained a settlement in its favour in an action concerning an
entitlement deed between the company and Australian Hardboards Limited prepared by Atanaskovic
Hartnell, the Company’s former solicitors.
On 6 June 2007 the Company commenced action against Atanaskovic Hartnell claiming the shortfall
between the amount of its claimed $10 million entitlement and the settlement amount of $6.1
million. The matter was initially heard in February 2012, and the claim made by the Company was
dismissed in February 2013.
In April 2014, the Company’s appeal was heard and in august 2014, the Court of Appeal dismissed the
appeal and awarded costs against the Company. The company has applied to the High Court to seek
special leave in the case against Atanaskovic Hartnell.
Hudson Corporate Limited, a wholly owned subsidiary of the Company is a co‐defendant in a District
Court claim filed by Tiaro Coal Limited in respect of a loan with a third party secured by shares only.
Hudson Corporate Limited has requested further and better particulars in December 2014 with none
provided to date.
27
COMMITMENTS
Lease commitments
Non‐cancellable operating leases ‐ future
minimum lease payments
Within one year
Later than one year but not later than 5 years
Later than 5 years
Finance lease ‐ non‐cancellable
Within one year
Later than one year but not later than 5 years
Later than 5 years
Total future minimum lease payments
Total future finance charges
Lease liabilities
Lease liabilities are represented in the
financial statements as follows:
Current
Non‐current
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
11
34
‐
45
358
594
‐
952
(120)
832
358
594
952
10
8
‐
18
311
341
‐
652
(82)
570
381
271
652
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
The Group leases various copiers under non‐cancellable operating leases expiring between 1 and 3
years. Nor do they include commitments for any renewal options on leases. Lease conditions do not
impose any restrictions on the ability of Hudson Investment Group Limited and its controlled entities
from borrowing further funds or paying dividends.
The Group leases machinery at a carrying value of $952,000 (2013: $665,000) by way of finance
leases expiring within 4 years. The Group has the option to acquire the machinery on expiry at a
nominal value. There are no contingent rentals as part of finance lease arrangements and no
restrictions on the ability of Hudson Investment Group Limited and its controlled entities from
borrowing further funds (but not able to borrow for machine purchases) or paying dividends.
The weighted average interest rate implicit in the finance lease arrangements is 6.4 % (2013: 7%).
Page | 61
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
27.
COMMITMENTS continued
Tenement Expenditure Commitments
Tenement exploration expenditure
Tenement lease payment
Consolidated
2014
$’000
2013
$’000
Parent Entity
2014
$’000
2013
$’000
‐
‐
‐
350
38
388
‐
‐
‐
‐
‐
‐
28.
EVENTS OCCURRING AFTER BALANCE DATE
At the date of this report there are no other matters or circumstances, other than noted above, which
have arisen since 31 December 2014 that have significantly affected or may significantly affect:
The operations, in financial years subsequent to 31 December 2014 of the Group;
The results of those operations; or
The state of affairs in financial years subsequent to 31 December 2014 of the Group.
29.
SUPERANNUATION AND SHARE OWNERSHIP PLANS
Superannuation
Entities in the Group contribute to an accumulation fund, administered by a third party, to which all full
time and certain part time employees are invited to join.
Share ownership plans
Share ownership plans operated by the parent company and its controlled entities are detailed below.
Hudson Investment Group Employee Share Plan (ESP)
All employees of the Company and its controlled entities may participate in the ESP. Under the ESP,
monies are advanced to the participants to enable them to purchase ordinary shares of the Company
on the market. The non‐recourse loans to participants bear interest at an amount equivalent to the
dividend paid on the shares and are repayable no later than ten years from the date of the loan.
Participants terminating their employment prior to the expiry date must sell their shares to the
Company at their original purchase price. Participants have the option of selling back shares in
accordance with certain conditions under the ESP rules. There are no limits to the amounts that might
be advanced under the ESP.
The net amount advanced under the plan during the year amounted to $Nil (2013: $Nil). The aggregate
number of shares purchased under the ESP by employees is 59,473,000 (2013: 59,473,000). At year‐
end, the total non‐recourse loans outstanding are $7,887,856 (2013: $7,887,856). The full amount of
non‐recourse loans is recognised as an expense in previous years. At year‐end, the aggregate market
value and fair value of ESP plan shares, which are held as security, is $2.49 million, being 4.2 cents per
share, is not recorded in Statement of Financial Position.
30.
KEY MANAGEMENT PERSONNEL DISCLOSURES
a. Directors
The following persons were Directors of Hudson Investment Group Limited during the financial year
unless otherwise stated:
Executive Chairman
John W Farey
Alan P Beasley Managing Director
John J Foley
Juliana Tan
Peter J Meers Non‐Executive Director
Non‐Executive Director
Executive Director
b. Other key management personnel
appointed 1 February 2002
appointed 19 January 2015
appointed 6 August 2014
retired 19 January 2015
retired 26 August 2014
The following persons were key management personnel of Hudson Investment Group Limited
during the financial year:
Vincent Tan
Venkata Kambla Director of Ecofix Pty Ltd
Julian Rockett
Francis Choy
Company Secretary and In‐house Counsel appointed 27 July 2012
Chief Financial Officer
CEO Hudson Pacific Group Limited
appointed 1 February 2002
Page | 62
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
30. KEY MANAGEMENT PERSONNEL DISCLOSURES continued
c.
Compensation of Directors and other key management personnel
Short Term Employee Benefits
Salary and
other fees
Travelling
Allowance
Post‐Employment
Benefits
Superannuation
Long Term
Benefits
Long Service
Leave
Total
$
$
$
$
$
Consolidated
2014
Directors
John W Farey
Alan P Beasley*
John J Foley**
Juliana Tan***
Peter J Meers****
Director ‐ Total
KMP
Vincent Tan
Venkata Kambala
Julian Rockett
Francis Choy
KMP ‐ Total
Consolidated
2013
Directors
John W Farey
Juliana Tan
Peter J Meers
Director ‐ Total
KMP
Vincent Tan
Venkata Kambala
David L
Hughes*****
Julian Rockett
Francis Choy
KMP ‐ Total
88,399
‐
‐
210,000
‐
298,399
240,000
150,665
73,115
250,000
713,780
$
92,600
210,000
‐
302,600
240,000
150,666
40,210
69,000
238,716
738,592
10,800
‐
‐
‐
‐
10,800
2,700
10,800
‐
‐
13,500
31,913
‐
‐
17,334
‐
49,247
16,875
14,116
6,852
23,883
61,726
$
$
$
10,800
‐
‐
10,800
‐
10,800
‐
‐
‐
10,800
27,437
19,160
‐
46,597
16,425
13,757
‐
6,305
21,484
57,971
1,092
‐
‐
3,497
‐
4,589
2,977
1,543
1,514
8,781
14,815
1,091
3,500
‐
4,591
2,977
3,258
‐
1,456
3,663
11,354
132,204
‐
‐
230,831
‐
363.035
262,552
177,124
81,481
282,664
803,821
$
131,928
232,660
‐
364,588
259,402
178,481
40,210
76,761
263,863
818,717
* Alan P Beasley was appointed on 19 January 2015
**John J Foley was appointed on 6 August 2014,
*** Peter J Meers retired on 26 August 2014,
****Juliana Tan retired on 19 January 2015
*****David Hughes retired as Joint Company secretary from August 2013
The amounts reported represent the total remuneration paid by entities in the Group in relation to managing the affairs
of all the entities within the Group.
There is no performance conditions related to any of the above payments.
There is no other element of Directors and other Key Management Personnel remuneration.
Page | 63
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
30. KEY MANAGEMENT PERSONNEL DISCLOSOURES continued
d.
Shareholdings and option holdings of key management personnel
Shares held in Hudson Investment Group Limited
The numbers of shares in the Company held during the financial year by each director of Hudson
Investment Group Limited and other key management personnel of the Group, including their
personally related parties, are set out below. There were no shares granted during the reporting
period as compensation.
Direct and indirect interest in ordinary shares
Ordinary Shares ‐ Direct Interest
Balance at start
of year
shares
Changes during
the year
shares
Balance at end
of year
shares
2014
Directors
John W Farey
Alan P Beasley
John J Foley
Juliana Tan
Key Management Personnel
Vincent Tan
Francis Choy
2013
Directors
John W Farey
Juliana Tan
Peter J Meers
Key Management Personnel
Vincent Tan
Francis Choy
Ordinary Shares ‐ Indirect Interest
2014
Directors
John W Farey
Alan P Beasley
John J Foley
Juliana Tan
Key Management Personnel
Vincent Tan
2013
Directors
John W Farey
Juliana Tan
Peter J Meers
Key Management Personnel
Vincent Tan
6,738,032
6,738,032
‐
‐
‐
‐
‐
‐
4,294,362
11,886,084
(4,030,000)
264,362
11,886,084
6,738,032
‐
‐
4,294,362
11,886,084
‐
‐
‐
‐
‐
6,738,032
‐
‐
4,294,36
11,886,084
Balance at start
of year
shares
Changes during
the year
shares
Balance at end
of year
shares
‐
‐
‐
4,294,362
30,000
‐
4,294,362
‐
30,000
(4,030,000)
264,362
30,000
‐
4,294,362
‐
30,000
‐
‐
‐
‐
No options over unissued shares were granted during the year and no options have been granted in
the period since the end of the financial year and to the date of this report. At the date of this
report there were no unissued shares in the capital of the Company under option.
Page | 64
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
30. KEY MANAGEMENT PERSONNEL DISCLOSURES continued
e.
Loans to key management personnel
Details of loans made to Directors and other Key Management Personnel (KMP) of Hudson Investment
Group Limited are set out below:
(i). Aggregates for key management personnel
Consolidated
and Parent
Entity
Balance at
the start
of the year
Advance/
(Repayments)
/ (Transfers)
Interest
payable
for the
year
Balance at
the end of
the year
Number in
Group at
end of year
$
$
$
$
Additional
interest
otherwise
payable
$
2014
2013
5,313,188
5,313,188
‐
‐
‐
‐
5,313,188
5,313,188
4
4
318,790
318,790
(ii). Details of individuals with loans above $100,000 during the year are set out below.
Balance at
the start
of the year
Advance/
(Repayment
)/ (Transfer)
Interest
payable
for the
year
Balance as
at the end
of the
year
Highest
indebtedness
during the
year
Additional
interest
otherwise
payable*
$
$
$
$
$
$
1,560,459
900,000
1,184,988
1,667,741
5,313,188
1,560,459
900,000
1,184,988
1,667,741
5,313,188
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
1,560,459
1,560,459
93,627
900,000
1,184,988
900,000
1,184,988
54,000
71,099
1,667,741
1,667,741
100,064
5,313,188
5,313,188
318,790
1,560,459
1,560,459
93,627
900,000
1,184,988
900,000
1,184,988
54,000
71,099
1,667,741
1,667,741
100,064
5,313,188
5,313,188
318,790
2014
Directors
John W Farey
(ESP)
KMP
Vincent Tan (ESP)
Francis Choy (ESP)
David L Hughes
(ESP)
2013
Directors
John W Farey
(ESP)
KMP
Vincent Tan (ESP)
Francis Choy (ESP)
David L Hughes
(ESP)
* Market interest rate 6% (2013: 6%)
This represents the difference between interest charged at the latter and interest paid.
Terms and conditions of loans
All non‐recourse loans relate to the individuals participation in the Company’s ESP. Interest is paid only
from dividends paid by the Company during the year. Loans are secured against the Employee Share
Option Plan shares only. Loans are repayable should employees leave the Company. If employee leave
the Company, all ESP plan shares will be returned to Company within a specified period. None were
written down during the year. Full provision was made at the reporting date.
Page | 65
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
31.
RELATED PARTY DISCLOSURES
a. Parent entities
The parent entity and ultimate Australian parent entity is Hudson Investment Group Limited (the
Company).
b. Subsidiaries
Interests in subsidiaries are disclosed in Note 25.
c. Key management personnel compensation
Key management personnel compensation information is disclosed in Note 30.
d. Transactions with related parties
The following transactions occurred with related parties during the year
Consolidated
Parent Entity
2014
$
2013
$
2014
$
2013
$
Corporate services fee received
‐
‐
‐
‐
From Hudson Resources Limited
From Sovereign Gold Company Limited
From Raffles Capital Limited
From Precious Metal Resources Limited
408,000
883,800
380,766
370,300
408,000
965,225
408,000
440,400
Rental Income
‐
‐
From Hudson Resources Limited
From Hudson Capital Corporation Pty Ltd
111,244
105,575
120,000
65,000
Rental Expenses
‐
Paid to Hudson Resources Limited
333,734
316,726
Purchase of Goods
‐
From Hudson Resources Limited
203,226
210,867
Carpark Income and Expenses
‐
Paid to Hudson Property Trust
427,639
358,305
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Corporate services fees received
Consolidated group only
HCL received a corporate services fee from Hudson Resources Limited of $408,000 (2013: $408,000)
as payment of recoveries for office administration and running expenses incurred in HCL.
HCL received a corporate services fee from Sovereign Gold Company Limited of $883,800 (2013:
$965,225) as payment of recoveries for office administration and running expenses incurred in HCL.
HCL received a corporate services fee from Raffles Capital Limited of $380,766 (2013: $408,000) as
payment of recoveries for office administration and running expenses incurred in HCL.
HCL received a corporate services fee from Precious Metals Limited of $370,300 (2013:$440,400) as
payment of recoveries for office administration and running expenses incurred in HCL.
Rental income
Consolidated group only
HMPL received rental income from HRL $111,244 (2013: $105,575) for using the storage facilities in
Geraldton plant.
Hudson Capital Corporation Pty Limited received rental income from HCL of $120,000 (2013: $65,000)
for using the building name and roof‐top signage.
Page | 66
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
Rental expenses
Consolidated group only
HMPL incurred rental expenses of $333,734 (2013: $316,726) payable to both HRL and Hudson
Minerals Limited (HML) for leasing the Geraldton property.
Purchase of goods
Consolidated group only
Hudson Marketing Pty Limited (HMPL), a subsidiary of the Company, purchased goods from Hudson
Resources Limited (HRL) incurring expenses of $203,226 (2013: $210,867).
Car park income and expenses
Consolidated group only
A car park, owned by Hudson Property Trust, is used by employees of Hudson Corporate Limited (HCL)
and Hudson Pacific Group (HPG). As a result there was an intra‐group income and expense of
$427,639 during the year (2013: $358,805).
e. Outstanding balances
The following balances are outstanding at the reporting date in relation to transaction with related
parties:
Consolidated
Parent Entity
2014
$
2013
$
2014
$
2013
$
Payable
Related Entities
‐
Controlled Entities
Hudson Resources Limited
Receivable
Raffles Capital Limited
Precious Metal Resources Limited
Sovereign Gold Company Limited
Related Entities
‐
‐
‐
Controlled Entities
Provision for doubtful debts
13,235,945 10,240,609
‐
‐
‐
‐
‐
‐
1,227,107
1,181,136
619,390
‐
‐
2,759,757
821,806
‐
‐
‐
‐
‐
‐
20,630,684
(20,600,000)
‐
‐
‐
18,960,240
(14,000,000)
Payable – related entities
Hudson Resources Limited hold $13 million non‐cumulative preference share of Hudson Pacific Group
Limited.
Hudson Resources further advanced $235,945 interest bearing loan to Hudson Corporate Ltd under
one loan funding agreement.
Receivable – related entities
An interest bearing loan of $1.18 million (2013: $0.82 million) was advanced to Precious Metal
Resources Limited (ASX: PMR). The loan is secured against shares. Subsequent to reporting date; PMR
converted the debt by issuing 5.5 million PMR shares to the Company. None were written down
during the year.
An interest bearing secured loan of $0.61 million (2013: nil) was advanced to Sovereign Gold
Company Limited (ASX: SOC). The loan was secured by shares. None were written down during the
year.
An interest bearing secured loan of $1.22 million (2013: $2.75 million) was advanced to Raffles Capital
Limited (ASX: RAF). The loan was secured by shares. None were written down during the year.
Provisions for doubtful debts have been raised in relation to outstanding non‐interest bearing
balances from controlled entities amounting to $20,600,000 (2013: $14,000,000). No expense has
been recognised in respect of bad or doubtful debts due from related parties.
Page | 67
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
f. Guarantees
No guarantees were given or received from related parties during the year.
g. Terms and conditions
All transactions were made on normal commercial terms and conditions and at market interest
rates, except that there are no fixed terms or repayment of loans between the parties.
32.
REMUNERATION OF AUDITORS
Consolidated
Parent Entity
2014
$
2013
$
2014
$
2013
$
Audit services:
Amounts paid or payable to auditors for
audit and review of the financial report for
the entity or any entity in the Group
Audit and review services fees
25,750
27,505
25,750
27,505
Taxation and other advisory services:
Amounts paid or payable to the Auditor for
non‐audit taxation services for the entity or
any entity in the Group for review and
lodgement of the income tax return
Taxation services
Advisory services
Total
1,150
‐
1,150
8,545
1,022
9,567
1,150
‐
1,150
8,545
‐
8,545
Page | 68
For personal use only
Huudson Investmen
nt Group Limite
ed ACN 004 683
729
Annual Report
31 December 2
2014
DEC
CLARATIO
ON BY D
IRECTOR
RS
The d
1.
2.
3.
4.
irectors of the
e Company de
eclare that:
The financial
position, sta
accordance w
l statements,
atement of c
with the Corpo
comprising t
cash flows, s
orations Act 2
the statemen
statement of
2001 and:
nt of compreh
f changes in
hensive incom
equity, acco
me, statemen
ompanying n
nt of financial
l
n
notes, are in
(a) comply
stateme
Standard
(b) give a tr
the year
with Account
nts, constitut
ds (IFRS); and
ue and fair vie
ended on tha
ting Standard
tes explicit an
ds which as s
nd unreserved
stated in acc
d compliance
ounting polic
with interna
cy note 1 to
ational Financ
l
the financial
g
cial Reporting
ew of the fina
at date of the
ancial position
Company and
n as at 31 Dec
d the Group.
ember 2014 a
and of the per
r
rformance for
In the directo
debts as and
ors’ opinion, t
when they be
here are reas
ecome due an
sonable groun
nd payable.
nds to believe
that the Com
mpany will be a
s
able to pay its
The remuner
Remuneratio
Corporations
ration disclos
on Report), f
s Act 2001.
ures included
or the year
d on pages 11
ended 31 D
1 to 13 of th
December 201
e Directors’ R
14, comply w
Report (as pa
with section
art of audited
d
e
300A of the
The directors
required by s
s have been g
section 295A.
given the decl
larations by th
he Chief Exec
utive Officer
and Chief Fin
r
nancial Officer
The e
guara
the co
or liab
Note
entities identi
ntees the deb
ompanies whi
bilities to whic
33.
ified in Note
bts of the oth
ich are parties
ch they are, o
26 are parti
ers. At the da
s to this deed
or may becom
ies to the de
ate of this dec
of cross guar
e, subject to,
eed of cross g
laration there
antee will as a
by virtue of t
guarantee un
e are reasonab
a Group be ab
he deed of cro
nder which ea
ble grounds to
ble to meet an
ross guarantee
ach company
y
t
o believe that
ny obligations
s
n
e described in
This d
behal
declaration is m
f of the direct
made in accor
tors by:
rdance with a
a resolution of
f the Board of
Directors and
d is signed for
r and on
John W
Execu
W Farey
utive Chairma
n
Sydne
30 Ma
ey
arch 2015
Alan Be
Manag
easley
ing Director
Page | 6
9
For personal use only
For personal use only For personal use only For personal use only Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
SHAREHOLDER INFORMATION
As at 28 February 2015
A. Substantial Holders
Those shareholders who have lodged notice advising substantial shareholding under the Corporations Act
2001 are as follows:
Shareholder
1.
2.
3.
4.
Raffles Capital Limited
Citicorp Nominees Pty Ltd
YT Hong
JT Capital Pty Ltd
B. Distribution of Equity Securities
Range
Total Holders
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 ‐ 9,999,999,999
Rounding
Total
C. Unmarketable Parcels
No. of Shares
% held
88,800,000
30,163,600
21,076,212
19,183,362
34.35%
11.67%
8.15%
7.42%
Units
55,930
271,393
446,796
4,970,660
252,801,243
128
100
53
125
40
446
258,546,022
% of Issued
Capital
0.02
0.10
0.17
1.92
97.78
0.01
100.00
Minimum $ 500.00 parcel at $ 0.0420 per unit
11905
Minimum Parcel size
Holders
285
Units
818220
D. Twenty Largest Shareholders
The names of the twenty largest holders of quotes equity securities aggregated are listed below:
Rank
Name
Units
% of Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Raffles Capital Limited
Citicorp Nominees Pty Ltd
Ms Yoke Tow Hong
JT Capital Pty Ltd
Allan Scadden
Francis Choy
Hudson Resources Ltd
John Wang
Pacific Portfolio Investments
Sing Capital Pty Ltd
John Farey
Michael Leu
Ms See Wee Tan
Union Pacific Investments
Mr Trevor Neil Hay
Mrs Choon Piang Lee
Mr Sat Pal Khattar
Ms Yee Kein Teh
Ozberg Pty Limited
Ms Mao Ying Zhang
Totals: Top 20 holders of FULLY PAID SHARES
Total Remaining Holders Balance
Page | 71
88,800,000
30,163,600
21,076,212
19,183,362
12,620,912
11,886,084
11,634,571
11,524,084
9,144,208
9,461,480
6,728,032
5,079,317
3,143,000
1,361,999
1,082,541
1,020,000
1,000,000
1,000,000
800,000
793,204
247,502,606
11,043,416
34.35%
11.67%
8.15%
7.42%
4.88%
4.60%
4.50%
4.46%
3.54%
3.66%
2.60%
1.96%
1.22%
0.53%
0.42%
0.39%
0.39%
0.39%
0.31%
0.31%
95.75%
4.25%
For personal use only
Hudson Investment Group Limited ACN 004 683 729
Annual Report 31 December 2014
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Page | 72
For personal use only
Huudson Investmen
nt Group Limiteed ACN 004 683 729
Annual Report 31 December 22014
Page | 7
3
For personal use only