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Milton

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FY2020 Annual Report · Milton
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Annual Report 2020

Company Profile
Milton Corporation Limited

Milton was established as a private investment company  
for four shareholders in 1938. It became a public company  
in 1950 and listed on the Sydney Stock Exchange in 1958.  
Milton is now an investment company for 29,500 shareholders 
and is listed on the Australian Securities Exchange (ASX) under 
the code MLT.

Shareholders have an investment 
in a low cost, efficiently managed 
company with total administration 
costs that represent 0.14% per annum 
of total assets.

Milton’s board oversees the performance of its executives 
who are employed by the company to manage its 
investments for the benefit of shareholders.

Important Dates

Final Dividend

Ex date:
Payment date:
DRP application closing date:

13 August 2020 
2 September 2020
17 August 2020

Annual General Meeting 

Meeting date: 
Virtual Meeting 
The AGM will be webcast and  
can be viewed at the following link.

https://agmlive.link/MLT20

20 October 2020
at 3.00pm 

Investment philosophy

Milton is predominantly a long term investor in companies 
and trusts listed on the ASX that are well managed, with a 
profitable history and an expectation of increasing dividends 
and distributions. Turnover of investments is low and capital 
gains arising from disposals are reinvested. 

Milton also holds liquid assets such as cash and term 
deposits as well as real property development through  
joint ventures.

Milton aims to pay increasing fully franked dividends to 
shareholders over time.

Benefits of investing 

Shareholders receive fully franked 
dividends semi-annually.

Ordinary fully franked dividends are paid out of profit 
after tax excluding special investment revenue and costs 
associated with the acquisition of subsidiaries. Dividends 
have been paid every year since listing and they have been 
fully franked since the introduction of franking. Special fully 
franked dividends may be paid out of special investment 
revenue.

The investment portfolio provides 
shareholders with exposure to 
diversified assets.

Milton’s $2.7 billion equity investment portfolio comprises 
interests in companies and trusts which are listed on the 
ASX and are expected to deliver increased investment 
revenue over the long term. Consistent application of this 
investment philosophy over many years has created a 
portfolio that is not aligned with any securities exchange 
index.

i

Company ProfileMilton Corporation LimitedMilton Corporation Limited Annual Report 2020Key Highlights

Net Profit  
after tax 

Underlying  
Operating  
Profit(1) 

A$

A$

116.9m

111.3m

Basic  
Earnings  
Per Share

cents per share

17.45

Fully Franked  
Ordinary  
Dividends

cents per share

17.5

Total  
Assets 

A$

2.9Bn

Underlying  
Earnings  
Per Share

cents per share

16.6

Dividend 
Yield(2) 

4.3%

Management  
Expense  
Ratio 

0.14%

(1)   Underlying operating profit excludes special investment revenue  
(1)   Underlying operating profit excludes special investment revenue  

and acquisition costs net of tax.
and acquisition costs net of tax.

(2)   Based on share price as at 30 June 2020 and excludes benefit of  
(2)   Based on share price as at 30 June 2020 and excludes benefit of  

franking credits 
franking credits 

www.milton.com.au 
www.milton.com.au

Contents

Directors Report 

Operating and Financial  
Review 

Dividends 

Five Year Financial Summary 

Portfolio Performance 

Review of Investments   

Top 25 Investments 

Classification of Investments 

Management Expense  
Ratio (MER) 

COVID19 concerns and  
Impacts  

2021 Financial Year Outlook 

Board of Directors and  
Company Secretary 

Remuneration Report 

Auditor’s Independence  
Declaration 

2

2

3

4

5

6

6

7

8

8

8

9

12

19 

Milton Corporation Foundation 

20 

Financial Statements  

Directors’ Declaration 

Independent Auditor’s Report 

Corporate Directory 

ASX Information  

21

48

49

53

54

Corporate Governance Statement

Our Corporate Governance Statement  
is available on the company website at  
milton.com.au/corporate-governance.html 
and is lodged with ASX with this Report.

ASX:  MLT

1

 
 
Directors Report
for the year ended 30 June 2020

The directors present their report together with the financial 
statements of the consolidated entity (“Milton”) consisting 
of Milton Corporation Limited and its subsidiaries for the 
financial year ended 30 June 2020 and the independent 
auditor’s report thereon.

Principal activities

The principal activity of Milton is investment. Milton invests 
in companies and trusts, real property development, fixed 
interest securities, and liquid assets such as cash and term 
deposits. There has been no significant change in the 
nature of this activity during the financial year.

Operating and Financial Review 

Financial Highlights 

Milton Corporation reported net profit after tax of $116.9 
million for the year ended 30 June 2020, a decrease of 
20.8% on the prior year. This represents earnings of 17.45 
cents per share.

Special dividend income was $5.8 million in 2020, a 
reduction of 59% from the elevated $14.1 million of special 
dividend income in the 2019 financial year.

Special dividends from companies including ASX, RIO Tinto, 
Telstra, TPG and TUAS were received in 2020. Resource 
companies are continuing to enjoy favourable trading 
conditions and elected to return the capital generated 
to shareholders. TPG/TUAS was a result of corporate 
restructuring related to the TPG Vodafone merger.

Underlying profit after tax for 2020, which excludes special 
dividend income, was $111.3 million, a decrease of 16.7% on 
the prior year. Milton’s Board primarily uses underlying profit 
when determining ordinary dividends to enhance their 
reliability. Underlying earnings per share decreased by 17.3% 
to 16.6 cents per share.

Ordinary dividend income of $117.2 million, generated by 
Milton’s diversified $2.7 billion portfolio of Australian listed 
companies, declined by 15.1% in 2020.

The lower dividend income was due to the reduction, 
deferral or elimination of dividends by many companies, 
but primarily banks in the second half of the 2020 financial 
year. Government mandated COVID19 business lockdowns, 
capital preservation requirements and elevated uncertainty 
forcing many companies to act to preserve cash. 

2

Milton’s investment team took proactive actions in 2020  
to reduce some bank and certain other shareholdings to 
reduce this impact. 

Milton’s bank shareholdings had been reduced materially in 
the first half of the financial year due to concerns regarding 
long-term earnings of certain banks. At the end of the 
financial year 17% of Milton’s investment portfolio was 
invested in retail banks, reduced from 28% at 30 June 2019.

Trading income was materially higher in 2020 due to a large 
number of opportunities presented by COVID19 related 
capital raises.

Dividends

Milton’s Board of Directors have declared a final dividend 
of 8.5 cents per share, payable on 2 September 2020 to 
shareholders of record on 14 August 2020.

Full year ordinary dividends of 17.5 cents per share were 
declared in relation to 2020 earnings. This represents a 
payout ratio of 105.5% of Milton’s 2020 underlying profit 
after tax.

All 2020 dividends are fully franked and Milton has  
$98.4 million of remaining franking credits after the 
payment of the final dividend.

It is the Board’s expectation that dividend income from 
Milton’s investment portfolio will remain under pressure in 
2021 whilst uncertainty regarding the path and duration of 
COVID19 related lockdowns continues.

Dividends paid or declared by Milton to members since the 
end of the previous financial year are shown in the table 
opposite.

Dividend Reinvestment Plan (DRP)

The DRP will be available for the final dividend. The last day 
for receipt of an election to participate is 17 August 2020.

Milton Corporation Limited Annual Report 2020Dividends

Declared and paid during the year

Final 2019 ordinary fully franked

Interim 2020 ordinary fully franked

Declared after end of year and not provided for  
at 30 June 2020

Cents  
per share

¢

Total  
amount

$’000

Date of payment

10.4

9.0

69,572

60,323

3 September 2019

5 March 2020

Final 2020 ordinary fully franked

8.5

57,063

2 September 2020

No LIC capital gain was included in the above dividends.

Earnings and Dividends over 10 Years

Dividends per share (DPS) 
Earnings per share (EPS) 

www.milton.com.au 

ASX:  MLT

3

5.07.09.011.013.015.017.019.021.023.02011201220132014201520162017201820192020MLT DPSMLT EPSCents Per ShareFive Year  
Financial Summary

Underlying operating profit after tax1 ($m) 

Underlying earnings per share (cents) 

Profit after tax ($m) 

Earnings per share (cents) 

Management Expense Ratio (%) 

Interim dividend (cps) 

Final dividend (cps) 

Full year ordinary dividend (cps) 

Special dividend (cps) 

2020

2019

2018

2017

2016

111.3

16.6

116.9

17.45

0.14

9.0

8.5

17.5

–

133.6

20.1

147.7

22.2

0.14

9.0

10.4

19.4

2.5

128.8 

122.0 

126.4 

19.6 

18.7 

19.5 

130.0 

122.4 

127.9 

19.8 

0.14 

8.8 

10.2 

19.0 

– 

18.8

0.12 

8.7 

10.0 

18.7 

– 

 19.8 

0.13 

8.7 

9.9 

18.6 

– 

Net assets2 at 30 June ($m) 

2,863

3,292

3,114 

2,939 

2,746 

NTA per share pre-tax2 at 30 June ($) 

NTA per share post-tax3 at 30 June ($) 

Last sale price at 30 June ($) 

4.26

3.83

4.09

4.92

4.30

4.71

4.73 

4.16 

4.61 

4.51 

3.99 

4.51 

4.22 

3.79 

4.28 

All Ordinaries Index at 30 June 

6,001

6,699

6,290 

5,764 

5,310 

Ten year TSR (% per annum) 

Five year TSR (% per annum) 

Shares on issue (million) 

Number of shareholders 

7.2

2.5

9.7

5.2

6.5 

9.1 

4.7 

12.9 

5.3 

11.4 

671.3

669.0

658.2

 651.9 

649.9 

29,514

26,995

25,864 

24,726 

23,729 

Notes 
Notes 
  Underlying operating profit after tax excludes special investment revenue and costs associated with the acquisition of subsidiaries.
11  Underlying operating profit after tax excludes special investment revenue and costs associated with the acquisition of subsidiaries.
22  Before provision for tax on unrealised capital gains and before providing for the ordinary final dividend.
  Before provision for tax on unrealised capital gains and before providing for the ordinary final dividend.
  After provision for tax on unrealised capital gains and before providing for the ordinary final dividend.
33  After provision for tax on unrealised capital gains and before providing for the ordinary final dividend.

44

  Annual Report 2020
Milton Corporation Limited  Annual Report 2020
Milton Corporation Limited

Directors Report
continued

Portfolio Performance 

Milton’s portfolio reflects the emphasis placed on investing in companies that pay increasing dividends over the long term 
from quality earnings streams. Milton’s portfolio is not aligned to any index so it may underperform broad market indices 
over the short term. Milton’s long term returns are shown below. The returns do not take into account the benefit of franking 
credits which may be utilised by some shareholders. 

Dividend and Investment Growth over 20 years

If $10,000 invested in MLT in June 2000, and if dividends were re-invested over the 20 years, the value of the investment in June 2020 
would be worth $54,670. Ordinary dividends increased from 8.60cps in FY2000 (adjusted for 5:1 split in Oct 2013) to 17.5cps in FY2020.

Total Returns over Periods Up to 20 Years

Total portfolio return (TPR) is the percentage change in Milton’s NTA per share plus dividends received by shareholders.
Total shareholder return (TSR) is the percentage change in Milton’s share price plus dividends received by shareholders. 
TPR and TSR above do not take into account franking credits which may be of benefit to certain shareholders.

www.milton.com.au 

ASX:  MLT

5

010,00020,00030,00040,00050,00060,00070,0005101520252020201920182017201620152014201320122011201020092008200720062005200420032002200120000Ordinary dividendSpecial dividendInvestment value with dividends re-investedDividend (Cents per Share)Investment Value ($)-7.5%-2.5%-5%2.5%0%7.5%5%10%-10%1 Year3 Years (pa)5 Years (pa)10 Years (pa)20 Years (pa)15 Years (pa)MLT TPRMLT TSRPercent per annum-9.84-9.402.351.113.762.477.107.168.668.916.106.09Directors Report
continued

Review of Investments

Milton’s total assets were $2.9 billion at 30 June 2020  
(2019: 3.3 billion). Net Tangible Assets (NTA) per share before 
deferred tax liability was $4.26 per share.

Total portfolio return, combining Milton’s NTA per share 
movement and dividends received by shareholders was -9.8%.

Cash balances at 30 June 2020 were $114.1 million, 
increased from $110.3 million at 30 June 2019.

Milton continues to have no debt.

The 2020 financial year was transformative for Milton’s 
investment portfolio, with bank weighting reduced from 
28% at 30 June 2019, to 17% at 30 June 2020. Our long-
term bank shareholdings were reduced due to concerns 
regarding earnings and dividend growth. These concerns 
stem from declining credit quality, increased compliance 
costs and the impact of technology based disruption.

In a large part these reductions occurred in the first half of 
2020, before COVID19 concerns surfaced.

Milton retains significant investments in Commonwealth 
Bank, Westpac and NAB and believe that the long-term 
outlook favours larger banks that are better able to continue 
to invest in their platforms.

Milton’s portfolio is presently comprised of 71 listed 
companies, that number reduced from 85 at 30 June 2019.

In a highly volatile year for the equity markets, which saw a 
37% fall in the All Ordinaries from the peak in February 2020 
due to COVID19 concerns and then a 31% rebound due 
to investor optimism, Milton remained invested and took 
advantage of the opportunities presented by volatility and 
company capital raises.

During the 2020 financial year, $269.8 million was added to 
new and existing investments. Investments were increased 
in Macquarie Group, Transurban, Sydney Airports, BHP, 
Cleanaway, IOOF, Origin Energy, Sonic Healthcare, Amcor, 
REA, Charter Hall, Altium and Qube. New investments were 
made in Pro Medicus, Johns Lyng Group and Magellan 
Financial Group.

$276.2 million of sales were made in 2020 and included 
the complete disposal of Milton’s investments in ANZ Bank, 
Bank of Queensland, Bendigo and Adelaide Bank, Auswide 
Bank, Janus Henderson, Flight Centre, Blackmores, New 
Hope, Regis, Adelaide Brighton, Boral, Dulux and Orica. 
Investments in Westpac and QBE were also reduced.

There remains, as seen in previous years, a high level of 
dispersion between high growth companies and those 
that are perceived to be more defensive. Valuations in the 
industrials sector are at record levels with historically low 

6
6

Milton Corporation Limited  Annual Report 2020

interest rates a primary contributor. Sectors such as health 
care and technology outperformed banks and resource 
companies materially.

The Milton management team, with the support of the 
Investment Committee, continue to review and modify our 
portfolio on an ongoing basis. Milton’s portfolio reflects 
the emphasis we place on companies that pay increasing 
dividends over the long term from quality earnings streams. 

We believe that the portfolio is well positioned to grow its 
dividend income over the long term, but recognise that the 
current situation is one of elevated volatility.

Table B.  Top 25 investments at 30 June 2020 

Commonwealth Bank
Macquarie Group Limited
Westpac Banking Corporation
W H Soul Pattinson & Company
BHP Group Limited
CSL Limited
Wesfarmers Limited
Woolworths Group Limited
National Australia Bank Limited
Transurban Group Limited
Rio Tinto Limited
AGL Energy Limited
Brickworks Limited
Coles Group Limited
Telstra Corporation Limited
ASX Limited
A P Eagers Limited
ALS Limited
Perpetual Limited
Amcor PLC
Insurance Australia Limited
Suncorp Group Limited
Sonic Healthcare Limited
TPG Telecom Limited
Woodside Petroleum Limited

Total market value of Top 25

Total Assets

Market 
Value

$m

218.0
192.8
179.2
179.2
173.9
172.5
129.0
109.5
88.7
82.2
65.5
60.9
51.2
49.4
47.7
46.9
45.9
39.9
36.6
35.2
34.8
29.7
28.6
28.1
27.9

2,153.3

2,866.1

Classification of Investments by Sector

The following asset classification table shows the composition of Milton’s assets by sector.

Closing 
position

Additions

Disposals3

Change  
in value

Opening 
position

2020 
Income

Closing 
position 
weighting

Classification1

$m

$m

$m

$m

$m

Bank

Diversified Financials

Materials

Consumer Staples

Energy

Health Care

Transport

Real Estate

Insurance

Commercial Services

Utilities

Telecommunications

Retailing

Media

Capital Goods

Information Technology 

Consumer Services

Other shares

Total equity 
investments

Liquids2

Property joint ventures

Other assets

Total

486.0

344.6

329.5

309.7

227.9

224.5

136.4

111.1

95.1

87.5

84.0

76.8

72.4

39.7

31.7

26.7

21.5

1.1

–

112.1

39.6

 –

10.4

9.1

36.1

19.2

6.1

14.1

–

1.2

–

10.6

2.5

7.8

1.0

 –

(180.1)

(257.4)

 (11.7)

(39.8)

(24.6)

(1.7)

(2.5)

–

–

(15.7)

(0.2)

–

–

–

–

–

(0.5)

(0.8)

–

(25.2)

(39.1)

32.3

(44.1)

41.2

(16.2)

(21.4)

(25.2)

(10.4)

(9.9)

(3.3)

(20.0)

 1.5

 (17.6)

0.8

(13.2)

–

923.5

 269.4

368.8

302.0

263.3

176.7

116.5

113.3

129.9

84.0

93.9

78.9

92.4

27.6

46.8

18.6

34.5

 1.1

$m

35.1

14.2

18.2

10.6

8.1

3.1

4.3

5.5

5.4

2.6

5.0

5.3

2.3

1.1

0.8

0.3

0.9

0.1

%

17.0

12.0

11.5

10.8

8.0

7.8

4.8

3.9

3.3

3.1

2.9

2.7

2.5

1.4

1.1

0.9

0.7

 –

2,706.2

269.8

(277.6)

(427.2)

3,141.2

122.9

94.4

125.0

24.7

10.2

2,866.1

125.5

23.1

4.1

1.5

0.9

1.5

4.4

0.9

0.3

3,293.9

126.8

100.0

Investments are grouped according to their asset classes using the Global Industry Classification (“GICS”) codes.

Notes 
1 
2  Liquids include cash, term deposits, hybrid securities and dividends receivable.
3 

Includes capital returns of $1.4 million.

7

www.milton.com.au ASX: MLTDirectors Report
continued

Management Expense Ratio (MER)

2021 Financial Year Outlook

Milton is fully internally managed, with no performance or 
management fees paid. Investment staff are focused on 
maximising net returns to shareholders with Management 
and the Board aligned with shareholders.

Milton forecasts that company earnings and dividend 
growth will remain limited as uncertainty regarding the 
impact of COVID19 persists and companies conserve cash  
in a highly uncertain environment.

Milton’s MER for the 2020 year was 0.14% which is 
unchanged from 2019.

As a result, we expect that Milton’s earnings will be lower  
in 2021.

COVID19 Concerns and Impacts

The emergence of COVID19 has had broad impact on 
economies, companies and individuals. The pandemic 
remains a major global issue, and is likely to have ongoing 
impact until a vaccine or treatment emerges.

Milton have taken steps to ensure that its employees are 
working in a safe environment, and the company has 
continued to operate as normal, with some employees 
working remotely.

This year’s Annual General Meeting will be held virtually to 
ensure the safety of shareholders and employees and to be 
consistent with government guidelines.

Milton, as a long-only equity market investor focused on 
income growth, is directly exposed to the ongoing volatility 
in investment markets at present. We expect this volatility to 
continue and have taken steps to ensure that we retain an 
appropriate amount of financial flexibility. Milton’s portfolio 
has been adjusted to best reflect those concerns, with 
volatility during the year also providing opportunity to add  
to certain investments.

Of particular concern to Milton is the likelihood that 
companies will continue to reduce, delay or cancel 
dividends in 2021. These decisions may be driven by further 
outbreaks, extended lockdowns, the impact of economic 
recession or regulators.

These concerns have contributed to Board decisions 
regarding the final dividend, notwithstanding the elevated 
payout ratio at present, and is further expressed in the 
robust levels of cash held at 30 June 2020. 

Milton’s management team and Board are confident 
that we are well positioned and will continue to review 
the situation, and Milton’s portfolio, as new information 
emerges.

We note however that forecasting in such an uncertain 
environment is very challenging.

A disconnect currently exists between expensive asset 
prices and an uncertain short-term earnings environment. 
Much of the recent rise in asset prices is driven by the 
extraordinary actions of governments and central banks to 
support individuals and businesses affected by economic 
lockdowns with income support and low interest rates.

Low interest rates are expected to persist for the near 
future, driving investors to equity markets and supporting 
valuations. Low term deposit rates will also reduce returns 
on Milton’s cash balances.

Notwithstanding Milton’s much reduced bank sector 
investments, we remain particularly concerned about 
pressure on bank earnings and dividends due to compliance 
costs, declining credit quality and the impact of technology 
based disruption.

We remain confident that our resource stocks are well 
positioned to generate growing income due to high iron 
ore prices and low debt levels.

The accelerating impact of technology, climate policy and 
the rate of change in the business cycle continue to be  
major factors for all companies.

Milton expects that special dividends of the magnitude 
received in 2020 are unlikely to recur in the 2021 financial 
year.

Milton’s joint venture investments are positively exposed 
to growing first homebuyer activity and are expected to 
improve in 2021, assisted by generous government schemes.

Milton’s strong balance sheet with no debt, available profit 
reserves and franking credits provides confidence in Milton’s 
ability to continue paying fully franked dividends.

A further update on the portfolio and underlying market 
conditions will be provided at Milton’s Annual General 
Meeting to be held on 20 October 2020.

8

Milton Corporation Limited Annual Report 2020Board of Directors and Company Secretary

Directors

The directors of Milton at any time during or since the end of the financial year are:

Robert D. Millner FAICD  
Independent non-executive chairman

Justine E. Jarvinen BE(Chem), F Fin, GAICD 
Independent non-executive director

Director of Milton Corporation Limited since 1998 and 
appointed chairman in 2002. Chairman of the Investment 
and Remuneration Committees. Extensive experience in the 
investment industry.

Appointed a non-executive director of Milton since  
August 2017. Member of the Investment Committee.  
An Engineer with experience in equity markets and  
strategy development.

Other current directorships:

Director of Australian Pharmaceutical Industries Limited 
since 2000, Director of Apex Healthcare Berhad since 
2000, Chairman of BKI Investment Company Limited 
since 2003, Director of Brickworks Limited since 1997 
and appointed chairman in 1999, Director of New Hope 
Corporation Limited since 1995 and appointed chairman in 
1998, Director of TPG Telecom Limited since 2000, Director 
of Tuas Limited since June 2020, Director of Washington 
H. Soul Pattinson & Company Limited since 1984 and 
appointed chairman in 1998.

Former directorships in the last three years:

Australian Pharmaceutical Industries Limited from 2000  
to June 2020.

Graeme L. Crampton B.Ec, FCA, FAICD  
Independent non-executive director

Director of Milton Corporation Limited since 2009. 
Chairman of the Audit & Risk Committee and a member of 
the Remuneration Committee. A Chartered Accountant and 
former partner of a major firm of Chartered Accountants 
for more than 28 years and has extensive experience in the 
investment industry.

Kevin J. Eley CA, F Fin, FAICD  
Independent non-executive director

Director of Milton Corporation Limited since 2011.  
Member of the Investment and Audit & Risk Committees.  
A Chartered Accountant and has extensive experience  
in the investment industry.

Other current directorships:

Director of EQT Holdings Limited since 2011 and HGL 
Limited since 1985. Director of Pengana Capital Group 
Limited since 2017 (formerly Hunter Hall International 
Limited from 2015 to 2017).

Brendan J. O’Dea B.Ec, M.Bus, CA, MAICD 
Managing Director

Managing Director of Milton Corporation Limited with effect 
from 1 August 2018. Member of the Investment Committee. 
A Chartered Accountant and has extensive investing and 
business management experience with over 22 years at a 
global investment bank as a Managing Director.

Ian A. Pollard BA (Macq), MA (Oxon), D Phil (IMC),  
FIAA, FAICD 
Independent non-executive director.

Director of Milton Corporation Limited since 1998.  
Member of the Audit & Risk and Remuneration Committees. 
An Actuary and over 43 years of involvement in the 
investment industry.

Former directorships in the last three years:

Billabong International Limited from 2012 to 2018,  
SCA Property Group from 2012 to 2018. 

Company Secretary

Nishantha Seneviratne MBA, ACMA, CGMA,  
CPA, AICM, AGIA, ACIS 

Appointed Company Secretary and Chief Financial 
Officer in December 2012. Mr Seneviratne joined Milton 
as the Senior Accountant in March 2010. Prior to joining 
Milton, he was a Financial Controller for a group of private 
companies for over six years. He is an associate member of 
the Governance Institute of Australia (GIA) and Institute of 
Chartered Secretaries and Administrators (ICSA). 

9

www.milton.com.au ASX: MLTDirectors Report
continued

Directors’ meetings

The number of directors’ meetings (including meetings 
of committees of directors) and the number of meetings 
attended by each of the directors of Milton during the 
financial year are shown in Table D below.

Directors’ relevant interests

No director has or has had any interest in a contract 
entered into since the last Directors’ Report or any contract 
or proposed contract with Milton or any subsidiary or any 
related entity other than as disclosed in note 17 to the 
financial statements.

The relevant interest of each director in the capital of Milton 
at the date of this report is as follows:

Director

R.D. Millner

G.L. Crampton

K.J. Eley

B.J. O’Dea

J.E. Jarvinen 

I.A. Pollard

Number of 
Shares

13,047,096

169,172

131,000

388,392

15,000

91,129

Table D.  Directors’ Meetings 

Director

R.D. Millner 

G.L. Crampton

K.J. Eley

B. O’Dea(2)

I.A. Pollard

J.E. Jarvinen

Directors’ 
Meetings

Investment 
Committee 
Meetings

Audit & Risk 
Committee 
Meetings

Nomination 
Committee 
Meetings

Remuneration 
Committee 
Meetings

A

7

7

7

7

7

7

B

7

7

7

7

7

7

A

21

*

22

22

*

19

B

22

*

22

22

*

22

A

*

5

5

*

5

*

B

*

5

5

*

5

*

A

1

1

1

1

1

*

B

1

1

1

1

1

*

A

1

1

*

*

1

*

B

1

1

*

*

1

*

A  Number of meetings attended.
B  Number of meetings held during the time the director held office or was a member of the committee during the year.
*  Not a member of the relevant committee.

10

Milton Corporation Limited Annual Report 2020Non-audit services

During the year, Pitcher Partners, Milton’s auditor, has 
performed certain non-audit services in addition to its 
statutory duties. Details of the amounts paid to the auditors 
and related practices of the auditor are disclosed in note 19 
to the consolidated financial statements.

The board has considered the non-audit services provided 
during the year by the auditor and is satisfied that the 
provision of those non-audit services during the year by the 
auditor is compatible with, and did not compromise, the 
auditor independence requirements of the Corporations 
Act 2001 for the following reasons:

 a

 a

All non-audit services were subject to the corporate 
governance procedures adopted by Milton and have 
been reviewed and approved by the Audit & Risk 
Committee to ensure they do not impact on the 
integrity and objectivity of the auditor, and

The non-audit services provided do not undermine the 
general principles relating to auditor independence 
as set out in Professional Statement APES110 Code 
of Ethics for Professional Accountants (including 
Independence Standards), as they did not involve 
reviewing or auditing the auditor’s own work, acting in 
a management or decision making capacity for Milton, 
acting as an advocate for Milton or jointly sharing risks 
and rewards.

The auditor’s independence declaration as required under 
Section 307C of the Corporations Act 2001 is set out on 
page 19.

Rounding off

The company is of a kind referred to in ASIC Corporations 
(Rounding in Financial/ Directors’ Reports) Instrument 
2016/191, and in accordance with that legislative 
instrument, amounts in the Directors’ Report and financial 
report have been rounded off to the nearest thousand 
dollars, unless otherwise stated.

Indemnification and insurance of directors, officers  
and auditors

Neither Milton nor any related entity has indemnified or 
agreed to indemnify, paid or agreed to pay any insurance 
premium which would be prohibited under Section 199A or 
Section 199B of the Corporations Act 2001 during or since 
the financial year ended 30 June 2020.

The directors have not included details of the nature 
of the liabilities covered or the amount of the premium 
paid in respect of the directors’ and officers’ liability and 
legal expenses insurance contracts as such disclosure is 
prohibited under the terms of the contracts.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of 
Milton during the past financial year other than as disclosed 
in the financial statements. 

Events subsequent to reporting date

Apart from the information contained in note 24 to the 
financial statements, no matter or circumstance has 
arisen since the end of the financial year that has or may 
significantly affect the operations, results or state of affairs 
of Milton in subsequent financial years.

Likely developments

Milton will continue its investment activities consistent 
with its objective of generating increasing revenue for 
distribution to its shareholders from its diversified portfolio 
of assets.

The performance of Milton’s investments is subject to and 
influenced by many external factors and therefore it is not 
appropriate to predict the future results of the investments 
and Milton’s performance.

This Directors Report contains information relating to 
Milton’s past performance, review of operations and 
outlook. 

Environmental regulations

There are no significant environmental regulations that 
apply directly to Milton.

Environmental, Social and Governance matters are 
considered by Milton’s Investment committee to ensure 
sustainability of income.

11

www.milton.com.au ASX: MLTRemuneration Report
for the year ended 30 June 2020

This report, which is audited, details the policy for 
determining the remuneration of directors and executives 
and provides specific details of their remuneration.

Remuneration of non-executive directors

Non-executive directors are paid base fees, committee fees 
and superannuation contributions. 

Fees are not linked to Milton’s performance and no bonuses 
are paid or options issued.

Each year the base fees and committee fees are determined 
by the board of directors who take into account the 
demands made on directors and the remuneration of non 
executive directors of comparable Australian companies.

Base fees and committee fees  
(including superannuation contributions)

2020

$

2019

$

Chairman base fee

147,358

143,764

Director base fee

73,679

71,882

Chairman of the Audit  
& Risk Committee fee

Member of the Audit  
& Risk Committee fee

Member of  
the Investment  
Committee fee

6,520

6,361

3,696

3,606

Non-executive directors, who were appointed before 
30 June 2003, are entitled to retirement benefits in 
accordance with a shareholder approved scheme. In  
June 2003 the board resolved to cap retirement benefits  
for all directors at the amounts provided as at 30 June 
2003. The total balance provided at 30 June 2020 is 
$100,905 (2019: $100,905).

Remuneration of executives

Executive remuneration is a key element of the staff 
retention strategy which is designed to attract and retain 
appropriately qualified and experienced professionals who 
share Milton’s goals and values and will seek to deliver 
superior long term returns to its shareholders.

The remuneration of the managing director and senior 
executives is reviewed annually by the Remuneration 
Committee which then makes recommendations to the 
board for its consideration and approval.

In formulating its recommendations, the Remuneration 
Committee considers:

 a

 a

the short term and long term performance of the 
Company as measured by dividend growth and total 
returns;

the contribution of the managing director and the 
senior executives to this performance;

 a market trends in remuneration in terms of both 

6,520

6,361

quantum and structure; and

The total remuneration paid to non-executive directors in 
2020 was $475,546 (2019: $463,946).

In October 2011 shareholders approved an increase in the 
maximum non-executive directors’ total remuneration to 
$700,000. 

 a

the remuneration of key management personnel of 
other listed investment companies with similar long 
term investment philosophies and objectives.

Executive remuneration includes a component known 
as the Total Employment Cost Package (TECP), and it 
may include a cash bonus component and an equity 
component.

12

Milton Corporation Limited Annual Report 2020SSSP shares may not be sold, transferred, mortgaged or 
otherwise dealt with by the executive for a period of three 
years from the date of issue or until the executive ceases 
employment with Milton.

If the executive’s employment ceases, the executive may 
within 30 days repay the loan and direct the trustee to 
transfer the shares to the executive or, provided the value 
of the shares is greater than the loan outstanding, direct the 
trustee to sell the shares, repay the loan and distribute the 
balance to the executive. Otherwise the trustee will sell the 
shares when so directed by Milton and apply the proceeds 
to the repayment of the loan.

The board considers that the SSSP is appropriately designed 
to encourage long term ownership of shares by executives, 
which then aligns their interests with that of Milton’s 
predominantly long term shareholder base.

Executives, other than the managing director, may 
participate in the Employee Share Plan (“ESP”) which 
provides for a bonus of up to $1,000 to be paid in the form 
of Milton shares (refer note 18a to the financial statements).

Eligible executives are provided with life, total and 
permanent disablement and salary continuance insurance.

The overall level of executive reward takes into account 
the performance of Milton over a number of years. Key 
performance indicators for Milton over five years are tabled 
on the following page.

At Milton’s 2019 Annual General Meeting, shareholders 
supported the remuneration report for the 2019 financial 
year with 84.8% of the proxies in favour of the resolution 
to approve the report. The resolution to approve the 
remuneration report was passed by a show of hands at the 
Annual General Meeting held in October 2019. 

The TECP includes cash salary, company contributions to 
superannuation and it may include non monetary benefits 
such as the provision of a motor vehicle and car parking.

No executive is entitled to a guaranteed bonus however 
the board may award a cash bonus to reward an 
executive’s outstanding contribution to the achievement 
of Milton’s objectives. The board will consider qualitative 
measures such as contribution to the investment process, 
participation in board discussions, timeliness and accuracy 
of reports and staff development when assessing executive 
performance.

In determining the amount of any bonus the board 
has regard to quantitative measures such as underlying 
operating earnings per share, dividends per share and total 
returns relative to the market as a whole. Average cash 
bonus paid was 13% of TECP for 2020.

The equity component of the remuneration package 
encourages executives to have an investment in Milton to 
align their interests with shareholders.

The equity component is delivered through participation 
in the Senior Staff Share Plan (“SSSP”), which was approved 
by shareholders at Milton’s Annual General Meeting on 
9 October 2001 (refer note 18b to the financial statements).

In accordance with the terms of the SSSP, the directors 
determine the maximum number of shares for which the 
executive may apply. All SSSP shares are acquired on the 
market and held on behalf of the executives by the trustee 
of the SSSP. The price offered to the executive shall be at a 
discount of one cent per share to the market value of the 
shares.

Executives are required to hold the SSSP shares for a 
minimum period of three years however the benefit to 
the executive is increased through long term ownership 
to the extent dividends are paid and the Milton share price 
appreciates.

Milton provides an interest free loan to the executives 
to fund the acquisition of each parcel of SSSP shares. 
Each loan is repaid by the application of the after tax 
proceeds from the dividends paid on the SSSP shares. 
The opportunity cost to Milton of providing the loan is the 
notional interest. The Remuneration Committee includes 
this cost when it reviews each executive’s TECP.

www.milton.com.au 

ASX:  MLT

13

Remuneration Report
continued

Key performance indicators

Profitability

Underlying operating profit ($ million)

(Decline) growth in underlying operating profit (%)

Underlying earnings per share (cents)

(Decline) growth in underlying earnings per share (%)

Dividend

Full year ordinary dividend (cents per share)

(Decline) growth in full year ordinary dividend (%)

Special dividend (cents per share)

Capital

Net asset backing per share pre-tax(1) at 30 June ($)

(Decline) growth in net asset backing per share (%)

Net assets(1) at 30 June ($ million)

Total Return

Ten year Total Shareholder Return (TSR)

Ten year Total Portfolio Return (TPR)

Ten year accumulation return of the  
All Ordinaries Index (XAOAI)

1  Before provision for tax on unrealised capital gains

2020

2019

2018

2017

2016

111.3

(16.7)

16.6

(17.3)

17.5

(9.8)

–

4.26

(13.4)

2,863

7.2

7.1

7.8

133.6

128.8

122.0

126.4

3.7

20.1

2.4

19.4

2.1

2.5

4.92

4.0

3,292

9.7

9.6

10.0

5.6

19.6

4.7

19.0

1.6

–

4.73

4.9

3,114

6.5

6.9

6.2

(3.5)

18.7

(4.1)

18.7

0.5

–

4.51

6.9

1.1

19.5

(0.4)

18.6

1.1

–

4.22

(3.9)

2,939

2,746

4.7

4.2

3.5

5.3

5.6

4.9

14

Milton Corporation Limited  Annual Report 2020

Details of remuneration

Amounts of remuneration

Details of the remuneration of each non-executive director of Milton Corporation Limited, the managing director and 
specified executives of Milton for the years ended 30 June 2019 and 2020 are set out in the following tables.

Non-executive directors of Milton Corporation Limited

Non-
executive 
directors 

Short Term 
Benefits – Fees

Post 
Employment 
Super-
annuation

Retirement 
Benefits paid

$

$

$

Total  
Paid

$

Retirement 
Provision(1)

$

R.D. Millner

Chairman

2020

G.L. Crampton

Director

K.J. Eley

Director

I.A. Pollard

Director

J.E. Jarvinen

Director

Total remuneration

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

140,528

137,100

56,199

54,242

76,616

74,747

70,662

68,938

73,241

71,453

417,246

406,480

13,350

13,025

24,000

24,000

7,279

7,101

6,713

6,549

6,958

6,788

58,300

57,463

–

–

–

–

–

–

–

–

–

–

–

–

153,878

150,125

80,199

78,242

83,895

81,848

77,375

75,487

80,199

78,241

475,546

463,943

55,905

55,905

–

–

–

–

45,000

45,000

–

–

100,905

100,905

1  The directors’ retirement benefits have been capped at the balance provided at 30 June 2003

www.milton.com.au 

ASX:  MLT

15

Remuneration Report
continued

Managing director and executives of Milton Corporation Limited and its subsidiaries

Short Term Benefits

Managing director 
and executives

B.J. O’Dea(4)
Managing Director 

F.G. Gooch 
Former MD

D.N. Seneviratne 
CFO, secretary

2020

2019

2020

2019

2020

2019

Total remuneration

2020

2019

Salary

$

651,000

572,672

–

62,897

205,740

190,062

856,740

825,631

Post  
Employment  
Super-
annuation

$

Cash  
Bonus(1)

$

112,500

125,000

–

49,723

27,500

30,000

140,000

204,723

24,000

23,995

–

18,795

19,260

17,438

43,260

60,228

Other 
 long term 
benefits(2)

Share  
based 
payments(3)

$

–

–

–

219,357

3,461

7,317

$

68,580

42,490

–

11,291

38,616

34,180

Total

$

856,080

764,157

–

362,063

294,577

278,997

3,461

107,196

1,150,657

226,674

87,961

1,405,217

1  Represents 100% of cash bonus paid or payable which vested in the year.
2  Other long term benefits comprise changes in long service leave provisions and long service leave paid.
3  Represents the notional value of interest on loans provided to acquire Milton shares under the Senior Staff Share Plan.
4  B.J. O’Dea appointed the CEO and Managing Director on 1 August 2018 upon retirement of Mr F.G. Gooch.

The relative proportions of total remuneration of above key management personnel that are fixed or related to performance 
are as follows:

Fixed  
remuneration

Performance-related 
 STI

Performance-related 
LTI

2020

2019

2020

2019

2020

2019

B.J. O’Dea

F.G. Gooch

D.N. Seneviratne

78.8%

–

77.6%

78.1%

83.1%

77.0%

13.1%

–

9.3%

16.4%

13.7%

10.8%

8.1%

–

13.1%

5.5%

3.2%

12.2%

There are no fixed term employment contracts between Milton and its employees. Employment may be terminated with four 
weeks’ notice by either Milton or the employee. There are contractual provisions for any termination payments other than for 
unpaid annual and long service leave.

16

Milton Corporation Limited Annual Report 2020Share based compensation, Senior Staff Share Plan equity holdings and loans

The movements during the reporting period are as follows:

Executives’ shareholdings in relation to the Senior Staff Share Plan – Number of shares held 

B.J. O’Dea 
Managing Director 

F.G. Gooch 
Former Managing Director

D.N. Seneviratne 
CFO, secretary

2020

2019

2020

2019

2020

2019

Opening 
Balance

Shares

200,000

–

–

1,005,000

177,500

152,500

Received as 
Remuneration

Shares

100,000

200,000

–

–

25,000

25,000

Closing 
Balance

Shares

300,000

200,000

–

–

202,500

177,500

Loans in relation to the Senior Staff Share Plan

Details regarding loans outstanding at the reporting date to specified directors and specified executives, are as follows:

Opening 
Balance

$

Net  
change

$

Closing 
balance

$

Highest 
balance in  
the year

Notional 
Interest(1)

$

$

B.J. O’Dea 
Managing Director 

F.G. Gooch 
Former Managing Director

D.N. Seneviratne 
CFO, secretary

2020

2019

2020

2019

2020

2019

915,186

437,541

1,352,727

1,396,793

915,186

915,186

932,600

–

–

–

2,556,592

(2,556,592)

652,313

562,971

90,658

89,342

742,971

652,313

–

–

–

2,556,592

772,715

679,546

68,580

42,490

–

11,291

38,616

34,180

1 

 The notional interest has been included under “Share Based Payment” in the remuneration of the managing director and the 
executive disclosed on page 16. Notional interest is based on the applicable FBT benchmark interest rate, which for the year 
averaged 5.20% (2019: 5.24%). 

Apart from the loan balances shown above, there were no loans outstanding to key management personnel.  
Terms and conditions of the loans are referred to in note 18b to the financial statements.

17

www.milton.com.au ASX: MLTRemuneration Report
continued

Share holdings of key management personnel and their related parties – Number of shares held

B.J. O’Dea 
Managing Director 

F.G. Gooch 
Former Managing Director

D.N. Seneviratne 
CFO, secretary

2020

2019

2020

2019

2020

2019

Opening 
Balance

Shares

252,141

50,000

–

1,310,110

178,907

153,907

Received as 
Remuneration

Other  
Acquisitions

Shares

Shares

100,000

200,000

–

–

25,000

25,000

36,251

2,141

–

–

–

–

Closing 
Balance

Shares

388,392

252,141

–

–

 203,907

 178,907

Signed in accordance with a resolution of the directors.

R.D. MILLNER 
Chairman

Sydney, 6 August 2020

18

Milton Corporation Limited Annual Report 2020Auditor’s Independence Declaration

Auditor’s Independence Declaration
to the Directors of Milton Corporation Limited
ABN 18 000 041 421

I declare that to the best of my knowledge and belief, during the year ended 30 June 2020 there have been  
no contraventions of:

i) 

 the auditor’s independence requirements as set out in the Corporations Act 2001 in relation to the audit;  
and

ii)  APES 110 Code of Ethics for Professional Accountants (including Independence Standards).

This declaration is in respect of Milton Corporation Limited and the entities it controlled during the year.

S.S. Wallace 
Partner

6 August 2020

19

www.milton.com.au ASX: MLTMilton Corporation Foundation
ABN 95 051 921 133

The Foundation was established in 1988 to  
support charitable organisations, particularly  
those which direct assistance to persons that  
are disadvantaged in the community.

The objective is to create a vehicle with sufficient capital 
that can make regular meaningful donations from the 
earnings derived from its investments. Contributions from 
Milton, shareholders and others over the years have helped 
to grow the Foundation’s total assets at 30 June 2020 to 
$2.0 million.

Milton Foundation’s assets can now support annual 
distributions of over $100,000. In 2020, a total of $120,000 
was distributed to fifteen organisations, which provide 
much needed support for the disadvantaged in society in 
Australia.

The Foundation has provided 
$2.48 million of assistance to the 
community since its establishment.

Shareholders can support the Foundation by either:

Forwarding a cheque to: 

The Trustees  
Milton Corporation Foundation 
PO Box R1836 
Royal Exchange NSW 1225

or

Direct deposit into the bank account:

Account Name:  Milton Corporation Foundation 
BSB:  082-067  
Account No:  038263869

20

The Foundation is a deductible gift recipient registered with 
the Australian Charities and Not-for-profits Commission 
(ACNC) and donations of $2 or more are tax deductible.

J.F. CHURCH 
Chairman of Trustees

Sydney, 6 August 2020

Milton Corporation Limited Annual Report 2020Financial Statements
Contents

Financial Statements

Consolidated Income Statement 
Consolidated Income Statement 

Consolidated Statement of Comprehensive Income 
Consolidated Statement of Comprehensive Income 

Consolidated Statement of Financial Position 
Consolidated Statement of Financial Position 

Consolidated Statement of Changes in Equity 
Consolidated Statement of Changes in Equity 

Consolidated Statement of Cash flows 
Consolidated Statement of Cash flows 

Notes to the financial statements

Key Numbers
Key Numbers

1.  
1.  

2.  
2.  

3.  
3.  

4.  
4.  

5.  
5.  

6.  
6.  

Assets
Assets

7.  
7.  

8.  
8.  

9.  
9.  

Revenue 
Revenue 

Tax  
Tax  

Earnings Per Share  
Earnings Per Share  

Dividends Paid  
Dividends Paid  

Dividend Franking Account  
Dividend Franking Account  

Listed Investment Company  
Listed Investment Company  
capital gain account  
capital gain account  

Investments in equity instruments  
Investments in equity instruments  

Investment in joint venture entities  
Investment in joint venture entities  

Cash  
Cash  

10.  
10.  

Receivables  
Receivables  

Capital Management:
Capital Management:

11.  
11.  

12.  
12.  

Share Capital  
Share Capital  

Reserves  
Reserves  

2222

2323

2424

2525

2626

3636

3636

3737

3838

3939

4141

4141

4242

4343

4545

4545

4545

4646

2727

2828

3030

3030

3131

3131

3232

3333

3434

3434

3535

3535

RiskRisk

13.  
13.  

14.  
14.  

15.  
15.  

Critical accounting estimates,  
Critical accounting estimates,  
judgements and assumptions  
judgements and assumptions  

Management of financial risk  
Management of financial risk  

Capital risk management  
Capital risk management  

Group Structure
Group Structure

16.  
16.  

Subsidiaries  
Subsidiaries  

Other Information
Other Information

17.  
17.  

18.  
18.  

19.  
19.  

Related party transactions  
Related party transactions  

Share Based Payments  
Share Based Payments  

Auditor’s Remuneration  
Auditor’s Remuneration  

20.  
20.  

Parent entity disclosures  
Parent entity disclosures  

21.  
21.  

22.  
22.  

23.  
23.  

24.  
24.  

25.  
25.  

Summary of other accounting policies  
Summary of other accounting policies  

Cash flow information  
Cash flow information  

Contingent liabilities  
Contingent liabilities  

Events subsequent to reporting date  
Events subsequent to reporting date  

Holdings at Fair Value through Other 
Holdings at Fair Value through Other 
Comprehensive Income at 30 June 2020  
Comprehensive Income at 30 June 2020  

www.milton.com.au 
www.milton.com.au 

  MLT
ASX:  MLT
ASX:

2121

 
 
Consolidated Income Statement
for the year ended 30 June 2020

Ordinary dividends and distributions

Interest

Net gains on trading portfolio

Other revenue

Operating Revenue

Share of net profits of joint ventures – equity accounted

Special dividends and distributions

Income from operating activities

Administration expenses

Acquisition related costs of subsidiaries

Profit before income tax expense

Note

1a

1c

1d

8a

1b

2020

$’000

117,210

1,478

789

661

2019

$’000

138,070

2,629

169

551

120,138

141,419

888

5,761

1,504

14,115

126,787

157,038

(4,528)

–

(4,220)

(124)

122,259

152,694

Income tax expense thereon

2a

(5,302)

(5,042)

Profit attributable to shareholders of Milton

116,957

147,652

Basic and diluted earnings per share 

3

17.45

22.19

Note

2020

Cents

2019

Cents

The Consolidated Income Statement is to be read in conjunction with the Notes to the Consolidated Financial Statements.

22

Milton Corporation Limited Annual Report 2020Consolidated Statement of Comprehensive Income
for the year ended 30 June 2020

Profit

Other comprehensive income

Items that will not be reclassified to profit and loss

Revaluation of investments

Provision for tax benefit (expense) on revaluation of investments

Other comprehensive income, net of tax

Total comprehensive income for the year attributable  
to the shareholders of Milton

2020

$’000

2019

$’000

116,957

147,652

(427,178)

127,171

123,000

(37,458)

(300,007)

85,542

(183,050)

233,194

The Consolidated Statement of Comprehensive Income is to be read in conjunction with the Notes to the Consolidated Financial Statements.

23

www.milton.com.au ASX: MLTConsolidated Statement of Financial Position
as at 30 June 2020

Current assets

Cash

Receivables

Prepayments 

Total current assets

Non-current assets

Investments

Joint ventures – equity accounted

Receivables

Property, plant and equipment

Deferred tax assets

Total non-current assets

Total assets

Current liabilities

Payables

Current tax liabilities

Provisions

Total current liabilities 

Non-current liabilities

Deferred tax liabilities

Provisions

Total non-current liabilities

Total liabilities

Net assets

Shareholders’ equity

Issued capital

Capital profits reserve

Asset revaluation reserve

Retained profits

Note

9

10a

7

8b

2c

2d

11

12b

12a

2020

$’000

2019

$’000

114,069

10,938

410

110,306

15,187

275

125,417

125,768

2,706,159

3,141,236

24,709

4,117

5,376

292

23,125

3,431

37

294

2,740,653

2,866,070

3,168,123

3,293,891

1,456

782

66

2,304

289,725

274

289,999

292,303

1,182

280

68

1,530

416,657

258

416,915

418,445

2,573,767

2,875,446

1,644,321

1,633,055

74,263

661,034

194,149

66,148

969,156

207,087

Total equity attributable to shareholders of Milton

2,573,767

2,875,446

The Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Consolidated Financial Statements.

24

Milton Corporation Limited Annual Report 2020Consolidated Statement of Changes in Equity 
for the year ended 30 June 2020

Issued 
capital

$’000

Capital  
profits  
reserve

$’000

Asset 
revaluation 
reserve 

Retained 
profits

$’000

$’000

Total  
equity

$’000

Balance at 1 July 2019

1,633,055

66,148

969,156

207,087

2,875,446

Profit

Other comprehensive income

Total comprehensive income 

Net realised gains

Transactions with shareholders:

Share issues

Dividends paid

 –

 –

 –

 –

116,957

116,957

(300,007)

 –

(300,007)

(300,007)

116,957

(183,050)

8,115

(8,115)

–

–

–

11,266

(129,895)

(129,895)

11,266

–

–

–

–

–

Balance at 30 June 2020

1,644,321

74,263

661,034

194,149

2,573,767

Issued 
capital

$’000

Capital  
profits  
reserve

$’000

Asset 
revaluation 
reserve 

Retained 
profits

$’000

$’000

Total  
equity

$’000

Balance at 1 July 2018

1,582,431

51,651

898,111

203,137

2,735,330

Profit

Other comprehensive income

Total comprehensive income 

Net realised gains

Transactions with shareholders:

Share issues

Dividends paid

–

–

–

–

147,652

85,542

–

147,652

85,542

85,542

147,652

233,194

14,497

(14,497)

50,624

–

–

–

–

–

–

–

–

50,624

(143,702)

(143,702)

–

–

–

–

–

–

–

–

Balance at 30 June 2019

1,633,055

66,148

969,156

207,087

2,875,446

The Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Consolidated Financial Statements.

25

www.milton.com.au ASX: MLTConsolidated Statement of Cash Flows
for the year ended 30 June 2020

Cash flows from operating activities

Dividends and distributions received

Interest received

Distributions received from joint venture entities

Other receipts in the course of operations

Proceeds from sales of trading securities

Payments for trading securities

Other payments in the course of operations

Income taxes paid

Note

2020

$’000

2019

$’000

126,106

1,564

967

959

7,317

 (6,528)

(4,740)

(4,549)

162,171

2,818

2,500

465

169

–

(4,557)

(4,637)

Net cash provided by operating activities

22a

121,096

158,929

Cash flows from investing activities

Proceeds from disposal of investments

Proceeds from redemption of other financial assets

Payments for investments in equities and trusts

Payments for investments in joint ventures

Payments for acquisition related costs of subsidiaries

Cash on acquisition of subsidiaries

Payments for property, plant and equipment

Loans repaid by other entities

Loans advanced to other entities

7c

 276,270

1,465

(268,670)

(1,663)

 – 

 – 

 (5,377)

324

(1,043)

44,168

1,153

(96,674)

(2,731)

(124)

5,016

(2)

3,177

(1,258)

Net cash provided by (used in) investing activities

1,306

(47,275)

Cash flows from financing activities

Payments for share issue costs

Ordinary dividends paid

Net cash used in financing activities

Net increase (decrease) in cash assets held

Cash assets at the beginning of the year

(32)

(90)

4a

(118,607)

(133,073)

(118,639)

(133,163)

3,763

110,306

(21,509)

131,815

Cash assets at the end of the year

9

114,069

110,306

The Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Consolidated Financial Statements.

26

Milton Corporation Limited Annual Report 2020Notes to the Consolidated Financial Statements 
for the year ended 30 June 2020

Key Numbers

1. 

Revenue

Milton’s revenue is derived from dividends, distributions, interest income, profit from joint ventures and net gains 
arising from the trading portfolio.

a.  Ordinary dividends and distributions

Milton receives ordinary dividend income and trust distributions from its 
long term investments in companies and trusts listed on the Australian 
Securities Exchange.

Investments held in portfolio at 30 June

Investments sold during the year

b.  Special dividends and distributions

This special investment revenue is received on an ad hoc basis and cannot 
be relied upon each year.

Investments held in portfolio at 30 June

Investments sold during the year

2020

$’000

2019

$’000

106,797

10,413

137,059

1,011

117,210

138,070

5,761

–

5,761

14,111

4

14,115

Dividends and distributions are brought to account on the dates that the securities trade ex-dividend. 

Demerger dividends arising from company de-consolidations are treated as a return of capital and not  
as a dividend.

c. 

Interest 

Milton earns interest on its cash, term deposits and other liquid assets.

Interest from deposits and cash

1,478

1,478

2,629

2,629

Interest on cash and term deposits is brought to account on an accruals basis. Interest on other liquid securities 
is recognised on the date these securities trade ex-dividend.

d.  Net gains from trading portfolio 

Net gains from trading portfolio

789

169

Trading securities are recognised initially at cost and subsequently measured at fair value. Changes in fair value 
are taken directly through the income statement. 

Dividends from trading securities are brought to account on the dates the securities trade ex-dividend.

www.milton.com.au 

ASX:  MLT

27

2. 

Tax

This note provides analysis of Milton’s income tax expense, shows amounts that are recognised directly in equity and 
how the tax expense is affected by non-assessable and non-deductible items. The note also details the deferred tax 
assets and liability balances and their movements.

a.  Reconciliation of Income Tax Expense to prima facie tax payable

Profit before income tax 

Prima facie income tax expense calculated at 30% on the profit  
before income tax expense

Increase (decrease) in income tax expense due to:

Tax offset for franked dividends 

(Over) provision in prior year

Other differences

Income tax expense on profit 

b.  Tax expense composition 

Current tax on profits for the year 

(Over) provision in prior year

Decrease in deferred tax assets (note 2c) 

Increase in deferred tax liabilities (note 2d) 

c.  Deferred tax assets 

The balance comprises temporary differences attributable to:

Provisions

Share issue expenses

Other

Total deferred tax assets

Movements:

Balance at 1 July

Credited (charged) to the income statement

(Charged) to equity

Balance at 30 June

To be recovered within 12 months

To be recovered after more than 12 months

28

2020

$’000

2019

$’000

122,259

152,694

36,678

45,808

(30,823)

(40,392)

(792)

239

5,302

5,857

(792)

(2)

239

5,302

279

–

13

292

294

2

(4)

292

39

253

292

(804)

430

5,042

5,358

(804)

58

430

5,042

274

4

16

294

360

(58)

(8)

294

42

252

294

Notes to the Consolidated Financial Statements continuedKey NumbersMilton Corporation Limited Annual Report 2020d.  Deferred tax liabilities

The balance comprises temporary differences attributable to:

Amounts recognised directly in equity:

Revaluation of investments

Realised capital losses

Amounts recognised in profit:

Gains on scrip for scrip rollovers 

Income receivable which is not assessable for tax until receipt

Movements:

Balance at 1 July

Charged to income statement

(Credited) charged to other comprehensive income

Balance at 30 June

To be settled beyond 12 months

2020

$’000

2019

$’000

289,876

(16,529)

423,999

(23,800)

16,045

333

16,043

415

289,725

416,657

416,657

239

(127,171)

378,769

430

37,458

289,725

416,657

289,725

416,657

The income tax expense for the year is the tax payable on the current year’s taxable income based on the current 
income tax rate applicable for the year adjusted by changes in deferred tax assets and liabilities attributable to 
temporary differences and any unused tax losses.

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 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.

Milton Corporation Limited (the parent entity) and its wholly-owned subsidiaries have formed an income tax 
consolidated group. Each entity in the group recognises its own current and deferred tax, except for any deferred 
tax assets arising from unused tax losses from subsidiaries, which are immediately assumed by the parent entity. 
The current tax liability of each group entity is subsequently assumed by the parent entity. There is no tax funding 
agreement between Milton Corporation Limited and its subsidiaries.

Deferred tax balances attributable to revaluation amounts are recognised directly in equity through the asset 
revaluation reserve. 

e.  Offsetting deferred tax balances: 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and 
liabilities. Deferred tax assets from realised capital losses are offset against deferred tax liabilities from unrealised 
capital gains.

Deferred tax liabilities have been recognised for capital gains tax on the unrealised gains in the investment portfolio 
at current tax rates. As Milton does not intend to dispose of the investment portfolio this tax may not be payable at 
the amount disclosed in Note 2d above. Any tax liability that may arise on disposal of investments is subject to tax 
legislation relating to the treatment of capital gains and the applicable tax rate at the time of disposal.

29

www.milton.com.au ASX: MLT2. 

Tax (continued)

Deferred tax assets relating to carried forward capital losses have been recognised based on current tax rates. 
Utilisation of the tax losses requires the realisation of capital gains in subsequent years and the ability to satisfy certain 
tests at the time the losses are recouped. The deferred tax assets related to carried forward capital losses have been 
offset against the related deferred tax liabilities as disclosed in Note 2d.

3. 

Earnings Per Share

Basic earnings per share

2020

Cents

2019

Cents

17.45

22.19

$’000

$’000

Profit attributable to shareholders of the parent entity

116,957

147,652

Weighted average number of ordinary shares used in the calculation  
of basic earnings per share

670,366,099

665,320,270

Diluted earnings per share and basic earnings per share are the same because there are no potential dilutive ordinary 
shares.

No. of Shares

No. of Shares

4. 

Dividends Paid

a.  Recognised in the current year

An ordinary final dividend of 10.4 cents per share in respect of the 2019 
financial year paid on 3 September 2019 (2019: Ordinary final dividend of 
10.2 cents per share paid on 4 September 2018)

An ordinary interim dividend of 9.0 cents per share paid on 5 March 2020 
(2019: 9.0 cents per share paid on 5 March 2019)

No special dividend was paid (2019: Special dividend of 2.5 cents per share 
paid on 30 April 2019)

Dividends paid in cash

Dividends reinvested in shares 

2020
$’000

2019
$’000

69,572

67,133

60,323

59,844

–

16,725

129,895

143,702

118,607

11,288

133,073

10,629

129,895

143,702

30

Notes to the Consolidated Financial Statements continuedKey NumbersMilton Corporation Limited Annual Report 2020b.  Not recognised in the current year 

Since the end of the financial year, the directors declared an ordinary final 
dividend in respect of the 2020 year of 8.5 cents per share payable on  
2 September 2020 (2019: ordinary final dividend of 10.4 cents per share 
paid on 3 September 2019)

5. 

Dividend Franking Account

The amount of franking credits available to shareholders for the subsequent 
financial year, adjusted for franking credits that will arise from the payment of 
the current tax liability

Subsequent to year end, the franking account will be reduced by the 
proposed final dividend to be paid on 2 September 2020 (2019: final dividend 
paid on 3 September 2019)

2020
$’000

2019
$’000

57,063

69,572

2020
$’000

2019
$’000

122,864

128,692

(24,455)

(29,817)

98,409

98,875

The franking account balance would allow Milton to frank additional dividend payments up to an amount of 
$229,621,193 (2019: $230,709,861) which represents 34 cents per share (2019: 34 cents per share).

6. 

Listed Investment Company capital gains account 

Balance of the Listed Investment Company (LIC) capital gain account  
available to shareholders for the subsequent financial year

2020
$’000

2019
$’000

1,655

1,481

Distributed LIC capital gains may entitle certain shareholders to a special deduction in their income tax return. LIC 
capital gains available for distribution are dependent upon the disposal of investment portfolio holdings, which qualify 
for LIC capital gains and the receipt of LIC capital gain distributions.

31

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Assets

7. 

Investment in equity instruments 

Milton is predominantly a long term investor in companies and trusts listed on the Australian Securities Exchange.

Investments – non-current

Quoted investments – at fair value

Unquoted investments – at fair value

a. 

Included in quoted investments are:

Shares in other corporations

Stapled securities in other corporations

b. 

Included in unquoted investments are:

Units in trusts

2020

$’000

2019

$’000

2,705,785

3,140,850

374

386

2,706,159

3,141,236

2,476,375

229,410

2,927,525

213,325

2,705,785

3,140,850

374

386

Investments are recognised initially at cost and Milton has made an irrevocable election to present subsequent 
changes in fair value of equity instruments in other comprehensive income through the asset revaluation reserve after 
deducting a provision for the potential deferred capital gains tax liability as these investments are long term holdings 
of equity instruments.

Listed investments are valued continuously at fair value, which is determined by the unadjusted last-sale price quoted on 
the Australian Securities Exchange at the measurement date. Use of unadjusted last sale price in an active market such as 
the Australian Securities Exchange falls within the Level 1 fair value hierarchy of measuring fair value under AASB 13.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred 
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no 
reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

c. 

Investments disposed of during the year

The disposals occurred in the normal course of Milton’s operations as a 
listed investment company or as a result of takeovers or mergers.

Fair value at disposal date

Equity investments

Gains on disposal after tax

Equity investments

2020

$’000

2019

$’000

276,270

44,168

8,115

14,497

When an investment is disposed, the cumulative gain or loss, net of tax thereon, is transferred from the asset 
revaluation reserve to the capital profits reserve as disclosed in Note 12.

32

Milton Corporation Limited Annual Report 20208. 

Investment in joint venture entities 

Milton has a long history of investing in property development joint ventures. Wholly owned subsidiaries of Milton 
have investments in separate joint venture entities that have non-controlling interests in three property development 
joint venture partnerships.

a.  Contribution from joint venture entities

Milton has interests in the following joint venture entities:

33.33% interest in the Ellenbrook Syndicate Joint Venture contribution 
to operating profit before tax (2019: 33.33%)

23.33% interest in The Mews Joint Venture contribution to operating 
profit before tax (2019: 23.33%)

50% interest in the LWP Huntlee Syndicate No 2 Joint Venture (2019: 50%)

Share of net profits of joint ventures

b.  Consolidated interest in the assets and liabilities  

of the joint venture entities

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Provision for diminution in value

Net assets

2020

$’000

2019

$’000

1,213

1,561

85

(410)

888

12,612

19,310

(2,696)

(3,974)

25,252

(543)

74

(131)

1,504

14,741

19,968

(3,333)

(7,708)

23,668

(543)

24,709

23,125

Under AASB 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint 
ventures based on rights and obligations arising from the joint arrangement rather than the legal structure of the joint 
arrangement.

Each joint venture partnership agreement provides that partners have rights to the net assets of the partnership. 
Accordingly, Milton has assessed the nature of its joint arrangements and determined that all current interests are joint 
ventures and thus accounted for using the ‘Equity Method’.

Under the ‘Equity Method’, Milton’s investments in joint ventures are valued initially at cost and periodically adjusted 
for changes in value due to Milton’s share in the joint ventures’ income or losses, distributions and any call payments.

33

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Assets

8. 

Investment in joint venture entities (continued)

c.  Contingencies and capital commitments

Guarantee facility by parent company

Milton agreed to provide a guarantee subject to a maximum of $10 million to Bankwest to support a repayment 
of a principal amount on a loan payable on 30 June 2022 (or on a later agreed date) by a joint venture in which 
LWP Huntlee Syndicate No 2 has a 23.75% interest. This guarantee facility replaced Milton’s previous interest 
servicing guarantee facility of $10 million to the joint venture, which was cancelled on 8 April 2020.

This facility, which is on commercial terms, is secured by a second ranking mortgage over the real property of 
the joint venture as well as guarantees provided by other related entities of the joint venture. As at 30 June 2020 
Milton’s contingent liability amounted to $10 million (30 June 2019: $10 million on the previous interest servicing 
guarantee facility). 

Other than the above, the directors are not aware of any material contingent liabilities, contingent assets or 
capital commitments as at 30 June 2020.

9. 

Cash 

Cash at bank 

Deposits at call

Term deposits

2020

$’000

6,034

38,035

70,000

2019

$’000

3,612

24,694

82,000

114,069

110,306

The weighted average interest rate for cash and deposits at call as at 30 June 2020 is 0.2% p.a. (2019: 1.4% p.a.).  
The weighted average interest rate of term deposits as at 30 June 2020 is 1.4% (2019: 2.1%) with an average term  
of 4.5 months (2019: 4.5 months). 

10. 

Receivables 

a.  Receivables – current

Dividends receivable 

Interest receivable

Sundry debtors

b.  Terms and conditions 

Sundry debtors are due within 30 days and no interest is charged.

2020

$’000

10,523

258

157

10,938

2019

$’000

14,822

344

21

15,187

34

Milton Corporation Limited Annual Report 2020Capital Management

11. 

Share capital 

Milton may offer shareholders the opportunity to increase their holdings by participation in the Share Purchase Plan 
and in the Dividend Reinvestment Plan. Milton may also increase its capital through renounceable rights issues and 
acquisition of investment companies with the consideration being the issue of Milton shares. 

All capital consists of fully paid ordinary shares which are listed on the ASX and carry one vote per share and equal 
rights to receive dividends. 

Movement in share capital

No. of Shares

$’000

No. of Shares

2020

2020

2019

2019

$’000

Opening balance

668,963,092

1,633,055

658,170,815

1,582,431

Acquisition of unlisted investment companies 

Dividend Reinvestment Plan(1)

Less: Transaction costs (net of tax)

–

2,363,305

–

–

11,288

(22)

8,444,554

2,347,723

–

40,060

10,627

(63)

Closing balance

671,326,397

1,644,321

668,963,092

1,633,055

1  Milton’s Dividend Reinvestment Plan (DRP) offers shareholders the option to reinvest all or part of their dividend in new ordinary 
shares. In the 2020 financial year, Milton issued 1,288,011 new shares in September 2019 and 1,075,294 new shares in March 
2020 under the DRP (2019:1,188,729 issued in September 2018 and 1,158,994 issued in March 2019). 

12. 

Reserves 

Nature and purpose of reserves 

Changes in fair value of investments are presented in other comprehensive income through the asset revaluation 
reserve as referred to in Note 7. Upon disposal of long-term investments, the realised gain or loss, net of any tax 
expense or benefit, is transferred from the asset revaluation reserve and recorded in the capital profits reserve. 

a.  Asset revaluation reserve 

Opening balance 

Revaluation of investments net of provision for tax 

Net realised gains

b.  Capital profits reserve 

Opening balance 

Net realised gains 

2020

$’000

2019

$’000

969,156

 (300,007)

(8,115)

898,111

85,542

(14,497)

661,034

969,156

66,148

8,115

74,263

51,651

14,497

66,148

35

www.milton.com.au ASX: MLT 
Notes to the Consolidated Financial Statements 
continued

Risk

This section of the notes discusses Milton’s exposure to various risks and shows how these could affect Milton’s financial 
position and performance. 

13.   Critical accounting estimates, judgements and assumptions

Judgements, estimates and assumptions are required to prepare financial statements. 

Apart from the items mentioned below, there are no key assumptions or sources of estimation uncertainty that have 
a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

i)  Deferred tax liabilities from unrealised capital gains are offset against deferred tax assets from realised capital 

losses as disclosed in Note 2e. 

ii)  Classification of joint arrangements as joint ventures as disclosed in Note 8. 

14.  Management of financial risk

The risks associated with the financial instruments, such as investments and cash, include credit, market and liquidity 
risks which could affect Milton’s future financial performance. 

The Board has approved policies and procedures to manage these risks. The effectiveness of these policies and 
procedures is continually reviewed by management and annually by the Audit & Risk Committee.

a.  Credit risk exposures

Milton’s principal credit risk exposures arise from the investment in liquid assets, such as cash, bank term deposits 
and income receivable.

The risk that financial loss will occur because a counterparty to a financial instrument fails to discharge an 
obligation is known as credit risk. The credit risk on Milton’s financial assets, excluding investments, is the carrying 
amount of those assets.

Individual bank limits have been approved by the board for the investment of cash.

Income receivable comprises accrued interest and dividends and distributions which were brought to account 
on the date the shares or units traded ex-dividend.

There are no financial instruments overdue.

All financial assets and their recoverability are continuously monitored by management and reviewed by the 
board on a quarterly basis.

36

Milton Corporation Limited Annual Report 2020b.  Market risk

Market risk is the risk that changes in market prices will affect the fair value of the financial instrument. The 
fair value of the quoted investments is determined by the unadjusted last sale price quoted on the Australian 
Securities Exchange at the measurement date. 

Milton is exposed to market risk through the movement of the security prices of the companies and trusts in 
which it is invested. 

The market value of individual companies fluctuates daily and the fair value of the portfolio changes 
continuously, with this change in the fair value recognised through the asset revaluation reserve. 

Investments represent 94% (2019: 95%) of total assets. A 5% movement in the market value of investments in each 
of the companies and trusts within the portfolio would result in a 4.7% (2019: 4.8%) movement in the net assets 
before provision for tax on unrealised capital gains at 30 June 2020. The net asset backing before provision for tax 
on unrealised capital gains would move by 20 cents per share at 30 June 2020 (2019: 23 cents at 30 June 2019).

Milton’s management continuously monitors the performance of the companies within its portfolio and makes 
portfolio recommendations which are considered by the Investment Committee. The Milton board reviews the 
portfolio on a quarterly basis.

Milton is not directly exposed to foreign currency risk as all its investments are quoted in Australian dollars.

The fair value of Milton’s other financial instruments are unlikely to be materially affected by a movement in 
interest rates as they generally have short dated maturities and variable interest rates.

c.  Liquidity risk

Liquidity risk is the risk that Milton is unable to meet its financial obligations as they fall due.

Milton manages liquidity risk by monitoring forecast and actual cashflows. All accounts payable are due and 
payable within 12 months.

15.  Capital risk management

The parent entity invests its equity in a diversified portfolio of assets with the objective of generating a growing 
income stream for distribution to shareholders in the form of fully franked dividends.

The capital base is managed to ensure there are funds available for investment as opportunities arise. Capital may be 
increased through the issue of shares under the Share Purchase Plan and the Dividend Reinvestment Plan. Shares 
may also be issued through renounceable rights issues and as consideration for acquisition of other investment 
companies.

37

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Group Structure

16. 

Subsidiaries

Investments in subsidiaries are carried at net asset value which approximates fair value of the controlled entities. 

Income from dividends is brought to account when they are declared.

The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using 
consistent accounting policies.

a.  Basis of Consolidation 

The consolidated financial statements include the financial statements of Milton being the parent entity and its 
subsidiaries. The balances and effects of transactions between subsidiaries included in the consolidated financial 
statements have been eliminated in full. 

Where entities have come under the control of the parent entity during the year, their operating results have 
been included in the group from the date control was obtained. Entities cease to be consolidated from the date 
on which control is transferred out of the group and the consolidated financial statements include the result for 
the part of the reporting period during which the parent entity had control.

b.  Milton Corporation Limited’s subsidiaries

The following subsidiaries have been included in the consolidated accounts. The parent entity and all subsidiaries 
are incorporated in Australia:

Percentage of Interest held

85 Spring Street Properties Pty Ltd

Chatham Investment Co. Pty Limited 

Incorporated Nominees Pty Limited

Milhunt Pty Limited

ACN007531240 Pty Limited

Kembar Pty Limited

c.  Acquisition and disposal of subsidiaries

2020
%

100

100

100

100

100

–

2019
%

100

100

100

100

100

100

No acquisitions during the year. Unlisted investment company Kembar Pty Limited acquired in February 2019 
was placed into voluntary liquidation during the year and deregistered in April 2020. 

(2019: Milton acquired 100% of the shares of two unlisted investment companies for a total consideration of 
8,444,554 new Milton shares with a fair value of $40,059,629). 

 d.   Business Combinations

The acquisition method of accounting has been used to account for all business combinations. The business 
combinations have been accounted from the date Milton attained control of the subsidiaries. The considerations 
transferred for the acquisitions comprise the fair values of the identifiable assets transferred and the liabilities 
assumed.

Costs related to the acquisitions, other than those associated with the issue of equity securities, are expensed to 
the consolidated income statement as incurred.

38

Milton Corporation Limited Annual Report 2020Other Information

17. 

Related party transactions

a.  Directors and Key Management Personnel compensation

Short-term benefits

Other long-term benefits

Post-employment benefits

Share-based payments

2020

$’000

1,414

4

101

107

1,626

2019

$’000

1,436

227

118

88

1,869

Information regarding individual directors’ and executives’ compensation and equity instruments disclosures, as 
permitted by Corporations Regulations 2M.3.03, are provided in the Remuneration Report section of the Directors’ 
Report on pages 12 to 18.

b.  Shareholdings of non–executive directors and their related parties – number of shares held

Non-executive directors and their related parties held 5.6% (2019: 5.6%) of the voting power of Milton as at year 
end. All shares acquired by non-executive directors and their related parties during the year were purchased 
on an arm’s length basis. Movements in the number of shares held are given below. There were no amounts 
outstanding from or due to any non-executive director or their related parties as at 30 June 2020.

Number of shares at beginning of the year

Acquired during the year

Disposed of during the year

Number of shares held at end of year

2020

2019

No of shares

No of shares

37,397,579

40,387,579

444,516

10,000

 –

(3,000,000)

37,842,095

37,397,579

c.  Loans to key management personnel and their related parties

Details regarding loans outstanding at the reporting date to key management are as shown below.  
No loans were granted to related parties of any key management personnel.

Balance at beginning of the year 

Loans advanced 

Loans repaid 

Balance at end of the year 

Notional interest

2020

$

2019

$

1,567,499

602,009

3,119,563

1,049,175

(73,810)

(2,601,239)

2,095,698

1,567,499

107,196

87,961

39

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Other Information

17. 

Related party transactions (continued)

Notional interest is based on the applicable FBT benchmark interest rate for the year which averaged 5.20%  
(2019: 5.24%).

The loans are advanced to key management personnel in accordance with the Senior Staff Share Plan (SSSP) as 
disclosed in Note 18b. Loans to individual key management personnel are disclosed in the remuneration report on 
page 17.

d.  Other related party transactions

All directors have entered into the Deed of Indemnity, Insurance and Access that was approved at the Annual 
General Meeting held on 10 October 2000. Milton has a Remuneration and Retirement Benefits Deed with  
Mr R.D. Millner and Dr I.A. Pollard. During the 30 June 2004 year, Milton and the directors varied the Remuneration 
and Retirement Benefits Deed, whereby the maximum retirement benefit payable to a non–executive director on 
retirement will be the provision for the director as at 30 June 2003. Apart from the details disclosed in this note no 
director has entered into a material contract with the parent entity or Milton since the end of the previous financial 
year and there were no material contracts involving directors’ interests subsisting at the end of the year.

e.  Loans to and from subsidiaries   

Loans have been made between the parent entity and wholly owned subsidiaries for capital transactions.  
The loans between the parent and its subsidiaries have no fixed date of repayment and are non–interest bearing.

Amounts owed (to) by subsidiaries at beginning of the year

Loans advanced from subsidiaries 

Loans advanced to subsidiaries 

2020

$

2019

$

(12,959,503)

27,034,039

(967,649)

(43,002,055)

15,666,212

3,008,513

Amounts owed by (to) subsidiaries at end of the year

1,739,060

(12,959,503)

40

Milton Corporation Limited Annual Report 2020 
 
 
18. 

Share based payments

Under the Employee Share Plan, shares are acquired for employees as part of their remuneration and the cost of the 
shares is recorded under employment costs.

Under the Senior Staff Share Plan, shares are acquired for eligible employees as part of their remuneration and held 
on their behalf by the trustee of the Plan. The purchase of the Plan Shares is financed by a loan from Milton. 

a.  Employee Share Plan

The Employee Share Plan (“ESP”) is available to all eligible employees to acquire ordinary shares in Milton in 
lieu of a cash bonus of up to $1,000 per year as part of the employee’s remuneration. The transaction and 
administration costs of acquiring the shares and administering the plan are paid by Milton.

During the year 414 shares (2019:422 shares) were acquired by Milton on behalf of eligible employees under the 
ESP at a cost of $2,088 (2019: $2,084) with a total market value at 30 June 2020 of $1,693. Any shares acquired 
cannot be disposed of or transferred until the earlier of 3 years from the date of issue or acquisition or on the 
date that the employee’s employment ceases with Milton.

b.  Senior Staff Share Plan

The Senior Staff Share Plan (“SSSP”) was approved by shareholders at Milton’s Annual General Meeting on  
9 October 2001. Eligible employees are given the opportunity to apply for Plan Shares in Milton which are 
subscribed for or acquired and held on their behalf by the trustee of the plan. The purchase of these Plan Shares 
is financed by an interest–free limited recourse loan from Milton with recourse only to Plan Shares. The loan 
will be repaid partially from any dividends received. Milton administers the SSSP and meets the transactional and 
administration costs.

During the year 210,000 shares (2019: 310,000 shares) were acquired by the trustee of the plan on behalf of 
eligible employees under the SSSP at a cost of $1,011,375 (2019: $1,445,530). The shares acquired by the trustee 
during the year had a market value of $858,900 at $4.09 per share as at 30 June 2020. The SSSP loan receivable 
balance from eligible employees as at 30 June 2020 was $4,117,515 (2019: $3,430,474). 

Any shares acquired are held in the name of the trustee and classified as Restricted Shares which cannot 
become Unrestricted Shares until the earlier of 3 years from the date of issue to the trustee or acquisition by the 
trustee or on the date that the employee’s employment ceases with Milton. The trustee may transfer Unrestricted 
Shares to the participant provided that any outstanding loan has been repaid in full.

19. 

Auditors Remuneration

Auditors of the company

Audit and review services

Related practice of the auditor

Agreed upon procedures 

Other services

2020

$’000

2019

$’000

119

 –

7

126

115

43

9

167

41

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Other Information

20.  Parent entity disclosures

In accordance with the Corporations Amendment (Corporate Reporting Reform) Act 2010 and the Corporations Act 
2001 the following summarised parent entity information is set out below.

As at 30 June 2020, and throughout, the financial year ended 30 June 2020 the parent entity was Milton Corporation 
Limited.

Profit of the parent entity

Profit for the year

Total comprehensive income for the year

Financial position of the parent entity as at 30 June 

Current assets

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Total liabilities

Net assets

Total equity of the parent entity comprising

Issued capital

Capital profits reserves

Asset revaluation reserve

Retained profits

2020

$’000

2019

$’000

116,252

(183,050)

146,560

232,741

125,394

2,743,474

126,015

3,183,538

2,868,868

3,309,553

(2,580)

(292,521)

(1,251)

(432,856)

(295,101)

(434,107)

2,573,767

2,875,446

1,644,321

82,848

716,713

129,885

1,633,055

74,733

1,024,131

143,527

Total equity attributable to shareholders of the parent entity

2,573,767

2,875,446

42

Milton Corporation Limited Annual Report 202021. 

Summary of other accounting policies

a.  Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting 
Standards, Australian accounting interpretations, other authoritative pronouncements of the Australian 
Accounting Standards Board, the Corporations Act 2001 and complies with International Financial Reporting 
Standards (IFRS).

Accounting policies adopted in the preparation of these financial statements have been consistently applied to all 
the years presented, unless otherwise stated. The financial statements include the consolidated entity (“Milton”) 
consisting of Milton Corporation Limited and its subsidiaries. Milton is a ‘for–profit’ entity. 

These financial statements have been prepared on an accruals basis and are based on the historical cost basis 
except as modified by the revaluation of certain financial assets and liabilities measured at fair value.

New and amended standards adopted:

AASB 16 Leases is applicable to annual reporting periods beginning on or after 1 January 2019 and replaces  
AASB 117 Leases. For lessees it will eliminate the classifications of operating leases and finance leases. This does 
not have a material impact on the financial statements of Milton.

There are no other new standards, interpretations or amendments to existing standards that are effective for the 
first time for the financial year beginning 1 July 2019 that have a material impact on the amounts recognised in 
the prior periods or will affect the current or future periods. 

New and amended standards not adopted: 

New standards, amendments to standards and interpretations that are effective for annual periods beginning 
on or after 1 Jan 2020 have not been early adopted in preparing these financial statements. None of these are 
expected to have a material effect on the financial statements of Milton. 

b.   Rounding of amounts

Unless otherwise stated under the option available in ASIC Corporations (Rounding in Financial/Directors’ 
Reports) Instrument 2016/191, the financial statements are presented in Australian dollars and all values are 
rounded to the nearest thousand dollars ($’000). 

c.   Operating segments

The consolidated entity operates in Australia and engages in investment as its principal activity. As such Milton 
considers the business to have a single operating segment. 

43

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Other Information

21. 

Summary of other accounting policies (continued)

d.   Property, plant and equipment 

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes 
expenditure that is directly attributable to the acquisition of the assets.

Subsequent costs are included in the asset’s carrying value 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 Milton consolidated 
group, and that the cost of the item can be measured reliably. 

All other repairs and maintenance costs are charged to the income statement during the reporting period in 
which they are incurred.

The depreciable amount of all fixed assets including building, but excluding freehold land, is depreciated 
commencing from the time the asset is held ready for use. Depreciating is calculated on straight line basis to 
write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful 
lives as follows:

Building 

40 years

Plant and equipment 

2–15 years

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year-end.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount 
is greater than its recoverable amount.

Gains and losses on disposals determined by comparing proceeds with carrying amounts are included in the 
income statement.

44

Milton Corporation Limited Annual Report 202022.  Cash flow information

a. 

 Reconciliation of net profit to net cash provided  
by operating activities

Net profit 

Share of net profits of joint ventures – equity accounted

Distributions received from joint venture entities 

Acquisition related costs of subsidiaries

Depreciation of non-current assets

Decrease (Increase) in receivables

(Decrease) increase in payables and provisions

Increase in income taxes payable

Increase (decrease) in provisions

2020

$’000

2019

$’000

116,957

(888)

967

–

37

3,522

(274)

753

22

147,652

(1,504)

2,500

124

35

10,176

(287)

405

(172)

Net cash provided by operating activities

121,096

158,929

b.   Non–cash financing and investing activities

No material non-cash investing activities were carried out during the year ended 30 June 2020 (2019: Milton 
acquired two unlisted investment companies through the issue of 8,444,554 new Milton shares with a total fair 
value of $40,059,629). 

23.  Contingent liabilities 

Apart from the contingent liability relating to the interest servicing guarantee facility of $10 million provided on 
behalf of LWP Huntlee Syndicate No.2 joint venture as disclosed in Note 8c, the directors are not aware of any other 
material contingent liabilities. 

24. 

Events subsequent to reporting date

Since the end of the financial year, the directors declared a fully franked ordinary final dividend of 8.5 cents per share 
payable on 2 September 2020. 

This financial report was authorised for issue in accordance with a resolution of directors on 6 August 2020.  
The directors have the power to amend and reissue the financial statements.

45

www.milton.com.au ASX: MLTNotes to the Consolidated Financial Statements 
continued

Holdings

25.  Holdings at Fair Value through Other Comprehensive Income at 30 June 2020

The following holdings are valued at fair value through Other Comprehensive Income.

Investments in equity instruments

Adelaide Brighton Ltd.

AGL Energy Ltd.

ALS Ltd.

Altium Ltd.

Amcor PLC

Ampol Ltd.

A.P. Eagers Ltd.

APA Group

ARB Corporation Ltd.

Argo Investments Ltd.

ASX Ltd.

AUB Group Ltd.

Australia & New Zealand Banking Group Ltd.

Australian Foundation Investment Company Ltd.

Auswide Bank Ltd.

Automotive Holdings Group Ltd.

Bank of Queensland Ltd.

Bendigo & Adelaide Bank Ltd.

BHP Group Ltd.

BKI Investment Company Ltd.

Blackmores Ltd.

Boral Ltd.

Brambles Ltd.

Brickworks Ltd.

Carlton Investments Ltd.

Carsales.com Ltd.

Charter Hall Group

Charter Hall Long WALE REIT

CIMIC Group Ltd.

Cleanaway Waste Management

Coca–Cola Amatil Ltd.

Cochlear Ltd.

Coles Group Ltd.

Commonwealth Bank of Australia

Computershare Ltd.

CSL Ltd.

Diversified United Investment Ltd.

Dulux Group Ltd.

EQT Holdings Ltd.

Event Hospitality & Entertainment Ltd.

Finbar Group Ltd.

Flight Centre Travel Group Ltd.

2020

Market  
value

$’000

–

60,871

39,881

10,345

35,237

11,552

45,873

23,126

16,354

13,523

46,871

19,007

–

2,865

–

–

–

–

173,903

1,695

–

–

15,565

51,203

8,195

21,235

24,768

21,751

20,399

24,750

9,193

6,386

49,405

218,011

–

172,544

552

–

14,700

8,502

2,550

–

Holding

Shares

2,978,554

3,570,141

6,079,431

178,500

1,566,512

394,000

5,833,107

2,077,766

911,065

1,880,841

548,965

1,292,991

3,452,751

922,398

228,557

3,466,366

7,306,078

5,709,708

4,098,921

1,223,866

368,664

2,089,293

1,431,966

3,234,567

356,778

1,042,000

2,126,000

3,364,212

791,239

5,500,000

1,061,584

33,800

2,877,375

3,140,470

23,000

601,198

130,607

1,655,184

500,697

1,010,921

3,642,464

80,300

2019

Market  
value

$’000

12,033

71,439

44,623

6,105

25,362

9,752

57,164

22,440

16,581

15,272

45,218

13,499

97,402

5,765

1,172

9,706

69,627

66,118

168,712

1,921

33,147

10,697

18,444

52,691

11,274

14,098

23,025

16,855

35,424

12,815

10,849

6,991

38,413

259,968

373

129,258

569

15,426

14,821

12,637

3,060

3,336

Holding

Shares

–

3,570,141

6,079,431

318,500

2,433,512

394,000

6,795,986

2,077,766

911,065

1,880,841

548,965

1,292,991

–

470,513

–

–

–

–

4,854,921

1,223,866

–

–

1,431,966

3,234,567

356,778

1,197,000

2,556,000

5,082,095

845,739

11,250,000

1,061,584

33,800

2,877,375

3,140,470

–

601,198

130,607

–

593,954

1,010,921

3,642,464

–

46

Milton Corporation Limited  Annual Report 2020

Investments in equity instruments

Goodman Group

Gresham Private Equity Co–Investment Fund

Insurance Australia Group Ltd.

Incitec Pivot Ltd.

InvoCare Ltd.

IOOF Holdings Ltd.

Janus Henderson Group PLC

Johns Lyng Group Ltd.

Lendlease Group

Lindsay Australia Ltd.

Link Administration Holdings Ltd.

Macquarie Group Ltd.

McMillan Shakespeare Ltd.

Magellan Financial Group Ltd.

National Australia Bank Ltd.

New Hope Corporation Ltd.

Orica Ltd.

Origin Energy Ltd.

Pendal Group Ltd.

Perpetual Ltd.

Premier Investments Ltd.

Pro Medicus Limited

QBE Insurance Group Ltd.

Qube Holdings Ltd.

Ramsay Health Care Ltd.

REA Group Ltd.

Reece Ltd.

Regis Healthcare Ltd.

Rio Tinto Ltd.

Scentre Group

Schaffer Corporation Ltd.

Sims Ltd.

Sonic Healthcare Ltd.

Stockland Group

Suncorp Group Ltd.

Sydney Airport

Tank Stream Ventures

Technology One Ltd.

Telstra Corporation Ltd.

TPG Telecom Ltd.

Transurban Group Ltd.

Treasury Wine Estates Ltd.

Tuas Limited

Washington H. Soul Pattinson & Company Ltd.

Wesfarmers Ltd.

Westpac Banking Corporation

Whitefield Ltd.

Woodside Petroleum Ltd.

Woolworths Group Ltd.

2020

Market  
value

$’000

25,102

–

34,775

–

21,494

12,669

–

4,583

12,030

4,670

–

Holding

Shares

1,690,376

–

6,026,948

–

2,050,914

2,575,014

–

1,950,000

972,539

13,341,599

–

1,625,990

192,842

803,532

25,000

4,868,831

–

–

1,580,301

2,116,643

1,231,982

590,321

75,000

789,375

7,538,951

225,283

92,309

1,231,657

–

669,120

5,589,474

68,999

452,368

940,707

3,844,940

3,218,120

4,874,629

50,341

1,855,000

15,236,961

3,148,725

5,815,153

1,206,363

1,574,363

9,174,640

2,877,375

9,985,458

–

1,288,838

2,936,973

7,296

1,450

88,710

–

–

9,229

12,636

36,553

10,183

1,985

6,994

21,938

14,986

9,958

11,319

–

65,547

12,129

911

3,587

28,626

12,727

29,703

27,639

375

16,305

47,692

28,024

82,168

12,643

1,063

179,181

128,993

179,239

–

27,903

109,490

2,706,159

Holding

Shares

1,475,376

100,000

5,896,948

1,663,689

1,950,914

2,009,086

229,500

–

972,539

13,341,599

27,907

744,490

662,538

–

4,868,831

1,290,107

188,987

190,301

1,546,643

1,231,982

590,321

–

1,949,375

6,113,243

225,283

8,769

1,167,950

1,856,076

669,120

5,079,474

68,999

452,368

710,707

3,844,940

3,314,232

3,184,629

50,341

1,515,000

15,236,961

3,148,725

4,592,153

1,206,363

–

9,174,640

2,877,375

10,545,458

149,373

1,288,838

2,936,973

2019

Market  
value

$’000

22,175

23

48,709

5,673

31,195

10,387

6,952

–

12,643

4,603

140

93,352

8,090

–

130,095

3,496

3,831

1,391

11,058

52,039

8,955

–

23,061

18,585

16,274

842

11,399

4,881

69,428

19,505

941

4,913

19,260

16,033

44,643

25,605

363

11,938

58,662

20,278

67,688

17,999

–

201,750

104,046

299,069

726

46,862

97,596

3,141,236

www.milton.com.au 

ASX:  MLT

47

Directors’ Declaration
for the year ended 30 June 2020

1. 

In the opinion of the directors of Milton Corporation Limited:

(a)  the consolidated financial statements and notes that are set out on pages 21 to 47 and the Remuneration report, that 
is set out on pages 12 to 18 in the Directors’ report are in accordance with the Corporations Act 2001, including:

(i)  giving a true view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the 

financial year ended on that date; 

(ii)  complying with Australian Accounting Standards and the Corporations Regulations 2001; 

(iii)  complying with International Accounting Standards as issued by the International Accounting Standards Board as 

described in Note 21a to the financial statements; and 

(b)  there are reasonable grounds to believe that Milton Corporation Limited will be able to pay its debts as and when 

they become due and payable.

2.  The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief 

executive officer and chief financial officer for the financial year ended 30 June 2020.

Signed in accordance with a resolution of the directors.

R. D. MILLNER 
Chairman

Sydney, 6 August 2020

48

Milton Corporation Limited Annual Report 2020Independent Auditor’s Report

Independent Auditor’s Report
to the Members of Milton Corporation Limited
ABN 18 000 041 421

Report on the Audit of the Financial Report

Opinion 

We have audited the financial report of Milton Corporation Limited (“the Company”) and its controlled entities (“the Group”), 
which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated income statement, 
the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated 
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant 
accounting policies, and the Directors’ declaration. 

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

i. 

giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial performance for the 
year then ended; and 

ii.  complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion 

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards 
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are 
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the 
ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional 
Accountants (including Independence Standards) “the Code” that are relevant to our audit of the financial report in Australia. 
We have also fulfilled our other ethical responsibilities in accordance with the Code. 

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the Directors 
of the Company, would be in the same terms if given to the Directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

49

www.milton.com.au ASX: MLTIndependent Auditor’s Report
continued

Key Audit Matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial 
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and 
in forming our opinion thereon, and we do not provide a separate opinion on these matters. 

Key audit matter

How our audit addressed the matter

Existence and Valuation of investments in equity instruments and related movement in reserves

Refer to Note 2(d): Deferred tax liabilities, Note 7: Investments in equity instruments and Note 12: Reserves

At 30 June 2020, the Group’s statement of financial 
position includes investments in equity instruments 
of $2,706,159,000, an asset revaluation reserve of 
$661,034,000 and a deferred tax liability recognised in 
relation thereto of $289,725,000.

Listed investments are valued continuously at fair value, 
which is determined by the unadjusted last-sale price 
quoted on the Australian Securities Exchange. Changes 
in fair value of equity instruments are recognised in other 
comprehensive income through the asset revaluation 
reserve after deducting a provision for the potential 
deferred capital gains tax liability, as investments are long 
term holdings of equity instruments.

Given the significance of the balances, the key audit matter 
for us was whether the Group has accurately recorded the 
above balances and the movement in the past 12 months 
and has ownership of the investments at year end.

Our procedures included, amongst others:

 a Documenting our understanding of management’s 

processes and relevant controls;

 a

Tested relevant controls relating to the portfolio 
revaluation are performed regularly by management;

 a Confirming the recording and ownership of a sample 
of investments and transactions during the year by 
agreeing the SRN/HIN numbers to share registry 
holding statements online and to the books and 
records of the Group;

 a

 a

 a

Analysing and testing the movement in investments; 

Testing management’s calculation of the revaluation 
of investments and the corresponding deferred 
income tax effect; and

Assessed the adequacy of disclosures in the financial 
report.

Other Information 

The Directors are responsible for the other information. The other information comprises the information included in the 
Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report 
thereon. 

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of 
assurance conclusion thereon. 

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, 
consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the 
audit or otherwise appears to be materially misstated. 

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report in this regard. 

50

Milton Corporation Limited Annual Report 2020Responsibilities of the Directors for the Financial Report 

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view 
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the 
Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free 
from material misstatement, whether due to fraud or error. 

In preparing the financial report, the Directors are responsible for assessing the ability of the Group to continue as a going 
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless 
the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. 

Auditor’s Responsibilities for the Audit of the Financial Report 

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material 
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance 
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing 
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are 
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of this financial report. 

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain 
professional scepticism throughout the audit. We also: 

 a

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and 
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide 
a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one 
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of 
internal control. 

 a Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate 
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal 
control. 

 a

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related 
disclosures made by the Directors. 

 a Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the 

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant 
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are 
required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures 
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 
auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 a

Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the 
financial report represents the underlying transactions and events in a manner that achieves fair presentation.

 a Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities 

within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and 
performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and 
significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding 
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on 
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

51

www.milton.com.au ASX: MLTIndependent Auditor’s Report
continued

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit 
of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we 
determine that a matter should not be communicated in our report because the adverse consequences of doing so would 
reasonably be expected to outweigh the public interest benefits of such communication. 

Report on the Remuneration Report

Opinion on the Remuneration Report 

We have audited the Remuneration Report included in pages 12 to 18 of the Directors’ report for the year ended 30 June 
2020. In our opinion, the Remuneration Report of Milton Corporation Limited, for the year ended 30 June 2020, complies 
with section 300A of the Corporations Act 2001. 

Responsibilities 

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in 
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration 
Report, based on our audit conducted in accordance with Australian Auditing Standards. 

S.S. Wallace 
Partner 

6 August 2020

PITCHER PARTNERS 
Sydney

52

Milton Corporation Limited Annual Report 2020Corporate Directory
Milton Corporation Limited

Directors 

R. D. MILLNER 
Chairman 

G. L. CRAMPTON 

K. J. ELEY 

J. E. JARVINEN 

I. A. POLLARD 

Management

B. J. O’DEA 
CEO and Managing Director

D.N. SENEVIRATNE 
CFO and Secretary

Registered Office &  
Principal Place of Business  

Level 4, 50 Pitt Street 
Sydney NSW 2000 

Phone:  
Fax:  
Email:  
Website:   www.milton.com.au 

(02) 8006 5357 
(02) 9251 7033 
general@milton.com.au 

Auditors

Pitcher Partners 
Level 16, Tower 2 
201 Sussex Street 
Sydney NSW 2000

Website:  www.pitcher.com.au

Share Registry

Link Market Services Limited 
Locked Bag A14 
Sydney South NSW 1235

(02) 8280 7111 
(02) 9261 8489  

Phone:  
Fax:  
Toll free:   1800 641 024 
Email:   milton@linkmarketservices.com.au 
Website:   www.linkmarketservices.com.au

53

www.milton.com.au ASX: MLTASX Information
ASX Code: MLT

Top 20 shareholders as at 30 June 2020

Name

Washington H Soul Pattinson & Company Limited
Higlett Pty Ltd
Argo Investments Limited
HSBC Custody Nominees (Australia) Limited
Australian Foundation Investment Company Limited
Bortre Pty Limited
Danwer Investments Pty Ltd
Griffinna Pty Ltd
J S Millner Holdings Pty Ltd
Macdawley Proprietary Limited
JBF Holdings Pty Ltd
Hexham Holdings Pty Limited
Millane Pty Limited
T N Phillips Investments Pty Ltd
Jamama Nominees Pty Limited
A V L Investments Proprietary Limited
John E Gill Trading Pty Ltd
Chickenfeed Pty Ltd
David Burns Pty Limited
Isomet Pty Ltd
Djaldar Pty Ltd

Shares  
Held

22,216,178
21,000,000
15,969,198
15,922,175
9,775,918
6,079,504
6,079,504
5,730,383
3,843,514
3,479,615
3,440,466
3,280,079
3,165,269
3,087,381
3,031,214
2,979,080
2,814,074
2,809,614
2,724,955
2,683,615
2,545,000

%

3.31
3.13
2.38
2.37
1.46
0.91
0.91
0.85
0.57
0.52
0.51
0.49
0.47
0.46
0.45
0.44
0.42
0.42
0.41
0.40
0.38

On 30 June 2020, there were 29,514 holders of ordinary shares in the capital of Milton. Holders of ordinary shares are entitled 
to one vote per share.

Number of shares held

Number of shareholders

1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over

The number of holders of less than a marketable parcel of $500 (122 shares) 

Other Information

Milton is taxed as a public company. There is no current on-market buy-back.

The total number of transactions in securities undertaken by Milton was 266 and the total brokerage paid or accrued  
was $796,603.

54

4,827
8,456
5,716
9,821
694

862

Milton Corporation Limited Annual Report 2020Share Issues History

Share Purchase Plan history

Acquisition of unlisted companies

Date

10.11.1999

13.11.2000

13.11.2001

08.11.2002

31.10.2003

29.10.2004

21.10.2005

16.10.2006

19.10.2007

03.10.2008

09.10.2009

30.09.2013

22.10.2013

01.10.2014

02.10.2015

Issue price  
per share
$

8.75

8.86

10.79

11.70

13.21

14.10

17.11

19.60

22.48

17.85

16.08

19.12

5 for 1 share split

4.45 

4.18

Dividend Reinvestment Plans

Date

04.03.2014

03.09.2014

03.03.2015

03.09.2015

03.03.2016

02.09.2016

02.03.2017

05.09.2017

01.03.2018

04.09.2018

05.03.2019

03.09.2019

05.03.2020 

Shares 
issued

187,207

698,365

712,273

998,879

921,511

1,086,782

953,908

1,113,757

978,655

1,188,729

1,158,994

1,288,011

1,075,294

Price
$

4.27

4.55

4.56

4.39

4.19

4.28

4.34

4.44

4.59

4.66

4.39

4.64

4.94

Acquisition of listed investment companies

Date

Company

31.12.2001

16.12.2010

Cambooya Investments Limited

Choiseul Investments Limited

Date

21.06.2002

31.12.2002

11.03.2004

01.04.2004

17.08.2006

23.08.2006

28.08.2006

21.09.2006

10.11.2006

23.03.2007

14.05.2007

20.06.2007

24.09.2007

19.02.2009

26.02.2010

26.02.2010

20.08.2010

21.02.2013

24.02.2014

22.08.2017

17.08.2018

28.02.2019

Share Split

Shares issued

2,287,200

1,739,112

2,742,777

496,809

1,000,322

1,476,254

382,404

278,103

1,888,353

1,895,976

2,424,582

252,477

1,223,252

3,555,958

1,016,370

3,116,341

2,446,521

521,464

3,280,382

4,114,776

5,575,148

 2,869,406

Date

Ratio

Notes

22.10.2013

Five 
shares 
for one

The number of shares 
issued prior to this date 
have not been adjusted 
for the share split.

A full list of issues to shareholders since commencement of 
Capital Gains Tax in September 1985 can be found on the 
company’s website at www.milton.com.au

Shares 
issued

8,273,505

23,803,854

55

www.milton.com.au ASX: MLTAn Australian Listed  
Investment Company  
since 1958

ABN: 18 000 041 421
ABN: 18 000 041 421

Level 4, 50 Pitt Street, Sydney NSW 2000 
Level 4, 50 Pitt Street, Sydney NSW 2000 
T: (02) 8006 5357  F: (02) 9251 7033  E: general@milton.com.au
T: (02) 8006 5357  F: (02) 9251 7033  E: general@milton.com.au

www.milton.com.au
www.milton.com.au