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Contents
Chairman’s statement 2
Directors’ report 3
Auditors’ independence declaration 8
Income statement 10
Balance sheet 11
Statement of changes in equity 12
Cash flow statement 13
Notes to the financial statements 14
Directors’ declaration 28
Independent auditor’s report to the members 29
Company particulars 31
Information about security holders 32
Portfolio of investments 33
Corporate governance statement 34
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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ChAIRmAN’S STATEmENT
2 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
On behalf of your company, I have pleasure in presenting the fourth Annual Report.
The Australian sharemarket over the 12 months to 30 June 2008 was a tale of two halves. The ASX200 Accumulation Index rose 4.5% from 38547 to 40292 on 31 December 2007 (after reaching an all-time high of 43094 on 1 November 2007) but global credit concerns impacted dramatically in the second half and this index closed the financial year at 33875 (or -12.1%). I would add that among the best individual stock performers over the year were the leading resource companies BhP Billiton Ltd, Rio Tinto Ltd, and Woodside Petroleum Ltd. All the companies comprising the ASX50 are outside our investment selection criteria.
Our portfolio return of -12.55% compares to the benchmark return of -18.77% (or value added +6.2%) over the full 12 months. The Net Tangible Asset backing per share at 30 June 2008 was $1.16 post tax as compared to $1.41 post tax as at 30 June 2007, i.e. 17.7% lower, or 13.1% lower after taking into account dividends paid to shareholders during the year and the effects of the option conversion and on-market buyback.
The Balance Statement shows assets of $50.34m and liabilities of $1.60m as at 30 June 2008, against $56.47m and $6.62m respectively for the corresponding period.
A net loss of $7,563,000 was incurred which is reduced by an income tax credit of $2,418,000 to $5,145,000 and includes unrealised losses (‘mark to market’) at balance date.
The issued capital of the company at 30 June 2008 reflects the additional shares allotted on the exercise of options and also the cancellation of 610,650 shares acquired during the ongoing Buyback Scheme. The percentage of options exercised of 42% was considered a good result in the difficult market conditions.
We paid a total of 6.5 cents fully franked dividends during the year and in July declared a final fully franked dividend of 3.75 cents per share, which was in line with our stated intention announced in may of an annual rate of 7.5 cents per share.
I will provide you with another update of the company’s progress at the forthcoming AGm to be held in Sydney on Thursday 16 October 2008.
Richard Utz
Chairman
Chairman’s STATEMENT
on Operations to 30th June 2008
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The directors of Emerging Leaders Investment Limited (“the Company”) present their report together with the financial report of the Company for the year ended 30 June 2008.
Emerging Leaders Investment Limited is a company limited by shares and incorporated in Australia.
Directors
The following persons were directors of Emerging Leaders Investment Limited during the whole of the financial year and up to the date of this report:
Richard UtzJohn EvansJohn WhiteReubert hayesPaul Xiradis
Principal activities
The principal activity of the Company during the financial year was investment in Australian equities. The Company has appointed Ausbil Dexia Limited (“Ausbil”), a boutique specialist Australian Equities fund manager, to manage the Company’s portfolio of investments. Ausbil has adopted a ‘style neutral’ approach which is based on the philosophy that share price movements are driven by earnings trends and impact on traditional value and growth stocks alike. The aim is to exploit the opportunities within the entire market, rather than just restricting selection to ‘value’ or ‘growth’ shares.
Review of operations
During the year, the Company continued to invest funds in accordance with target asset allocations as set out in the governing documents of the Company and in accordance with the provisions of the Company Constitution. The Company’s net operating (loss)/profit after tax for the year is ($5,145,414) (2007: $8,772,277). (Loss)/earnings per share amounted to (14.22) cents for the year (2007: 24.82 cents).
30 June 2008$’000
30 June 2007$’000
(Loss)/profit before income tax expense (7,563) 12,111
Income tax revenue/(expense) 2,418 (3,339)
Net (loss)/profit for the year (5,145) 8,772
Net (loss)/profit attributable to members of Emerging Leaders Investment Limited (5,145) 8,772
Dividends
The Directors declared a final dividend relating to the 2007 year of 2.75 cents per share, which was paid on 5 October 2007. The Directors also declared an interim dividend for the financial year ended 30 June 2008 of 3.75 cents per share, which was paid on 13 march 2008. Both of these dividends were fully-franked.
A final fully-franked dividend of 3.75 cents per share was declared on 24 July 2008 and is payable on 5 September 2008 to holders as at the record date of 22 August 2008.
DIRECTORS’ REPORT
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 3
Directors’ REpoRT
for the year ended 30th June 2008
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Significant changes in the state of affairs
There were no significant changes in the nature of the Company’s activities during the year.
Matters subsequent to the end of the financial year
Other than as discussed above (relating to the declaration of the final dividend), no matters or circumstances have arisen since 30 June 2008 that have significantly affected, or may significantly affect:
(a) the Company’s operations in future financial years,
(b) the results of those operations in future financial years, or
(c) the Company’s state of affairs in future financial years.
Likely developments and expected results of operations
The Company will continue to be managed in accordance with the investment objectives and guidelines as set out in the governing documents of the Company and in accordance with the provisions of the Company Constitution.
The results of the Company’s operations will be affected by a number of factors, including the performance of investment markets in which the Company invests. Investment performance is not guaranteed and future returns may differ from past returns. As investment conditions change over time, past returns should not be used to predict future returns.
As at the date of the report, the only likely development affecting the operations of the Company is the declaration of the final dividend.
Net tangible assets
As at30 June 2008
$’000
As at30 June 2007
$’000
Total assets 50,342 56,467
Net tangible assets 48,746 49,849
Net tangible assets per ordinary share ($) 1.16 1.41
Environmental regulation
The operations of the Company are not subject to any particular environmental regulations under a Commonwealth, State or Territory law.
Information on Directors
Richard Utz
Experience and expertise: Fellow of the Institute of Chartered Accountants and CPA Australia; Commenced with hordern Utz & Bode in 1962 and was managing Director for over 20 years; has over 44 years experience in retail stockbroking; member of Sydney Stock Exchange Committee between 1971-75; Joined Ord minnett Ltd in 1998 and is a former Director of Ord minnett holdings Pty Ltd. Special responsibilities: Chairman of the Board of directors.
DIRECTORS’ REPORT
4 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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John R Evans
Experience and expertise: Fellow of the Institute of Actuaries (UK), Fellow of the Institute of Actuaries of Australia, Fellow of the Financial Services Institute of Australia, master of Business Administration (Sydney). has over 32 years of experience in the financial services industry in Australia, UK and Asia mainly related to the application of quantitative techniques to investment management, risk management, and governance. Currently an Associate Professor of Actuarial Studies at the University of New South Wales.Special responsibilities: Chairman of the Audit and Risk Committee.
John White Experience and expertise: 34 year career in superannuation and employee benefits consulting; 17 year career with multinational Willis Faber and Johnson and higgins (WhJ&h); Started White and Lewis Consulting in 1991 from a management buy-out of WhJ&h; Qualified as Associate of UK-based Pensions management Institute (APmI) in 1980 and elected Fellow (FPmI) in 1985. Special responsibilities: member of the Audit and Risk Committee
Reubert E Hayes
Experience and expertise: Senior Fellow of the Financial Services Institute of Australia and Fellow Australian Institute of Company Directors; 39 year career in investment management and stockbroking research including senior investment roles with AmP, Westpac and Barclays/BZW Investment management; In 1996 founded the specialist boutique fund manager, Ausbil Dexia Limited, and was CEO until 2004 then Director Operations until retirement in 2005. Currently non-executive Director of the Treasury Group Limited.Special responsibilities: member of the Audit and Risk Committee
Non Independent Director
Paul Xiradis
Experience and expertise: Fellow of the Financial Services Institute of Australia, Fellow Australian Institute of Company Directors, Associate of the National Institute of Accountants; 27 years experience as a senior investment manager gained at Westpac Investment management, Delfin, mercantile & General Reinsurance Group, Legal and General Asset management and Barclays/BZW Investment management; currently Director, co-founder and CEO of Ausbil Dexia Limited, responsible for management of all Australian equities portfolios.
Meetings of directors
The numbers of meetings of the Company’s board of directors and of each board committee held during the year ended 30 June 2008, and the numbers of meetings attended by each director were:
Board Meetings Audit and Risk Committee Meetings
A B A BRichard Utz 9 9 - -
John Evans 9 9 4 4
John White 9 9 4 4
Reubert hayes 9 8 4 3
Paul Xiradis 9 8 - -
A = Number of meetings held B = Number of meetings attended
Remuneration report
The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations Act 2001.
Nature and amounts of remuneration
The review and determination of the directors’ remuneration is considered from time to time by the Board and
DIRECTORS’ REPORT
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 5
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recommendations are made to shareholders based on the results of surveys for similar companies undertaken by external remuneration consultants and recommendations from the Audit and Risk Committee. With effect from 1 January 2008, Directors’ aggregate fees were increased from $154,000 to $170,000 per annum to be divided amongst them as they agree.
Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of Emerging Leaders Investment Limited are set out in the following tables.
The key management personnel of Emerging Leaders Investment Limited are the directors as per page 4-5.
Key management personnel of Emerging Leaders Investment Limited
2008 Short term benefits Post employment benefitsShare based
payment
NameCash salary
and fees$
Cashbonus
$
Non monetarybenefits
$
Super annuation
$
Retirement benefits
$Options
$Total
$Non-executive directorsRichard Utz 55,000 - - - - - 55,000John Evans 39,000 - - - - - 39,000John White 34,000 - - - - - 34,000Reubert hayes 34,000 - - - - - 34,000Paul Xiradis - - - - - - -Totals 162,000 - - - - - 162,000
2007 Short term benefits Post employment benefitsShare based
payment
NameCash salary
and fees$
Cashbonus
$
Non monetarybenefits
$
Super annuation
$
Retirement benefits
$Options
$Total
$Non-executive directorsRichard Utz 50,000 - - - - - 50,000John Evans 38,000 - - - - - 38,000John White 33,000 - - - - - 33,000Reubert hayes 33,000 - - - - - 33,000Paul Xiradis - - - - - - -Totals 154,000 - - - - - 154,000
The person who performs the functions of Chief Executive Officer and Chief Financial Officer, as they relate to the Company, is remunerated by Ausbil Dexia Limited.
Indemnification and insurance of officers and auditors
So long as the Directors and Officers of the Company act in accordance with the Company Constitution and the Corporations Act 2001, the Directors and Officers remain indemnified out of the assets of the Company against losses incurred while acting on behalf of the Company. During the year the Company incurred a premium ($44,963) in respect of a contract for indemnity insurance for the Directors and Officers named in this report. The auditor of the Company is in no way indemnified out of the assets of the Company.
Fees paid to and interests held in the Company by the Investment Manager or its related entitiesFees paid and payable to the Investment manager and its related entities out of Company property during the period are disclosed in Note 14 on page 24 of the financial statements.
The number of interests in the Company held by the Investment manager or its related entities as at the end of the financial period are disclosed in Note 14 on page 24 of the financial statements.
DIRECTORS’ REPORT
6 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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DIRECTORS’ REPORT
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 7
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company are important.
The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
• allnon-auditserviceshavebeenreviewedbytheauditcommitteetoensuretheydonotimpacttheimpartialityandobjectivity of the auditor;
• noneoftheservicesunderminethegeneralprinciplesrelatingtoauditorindependenceassetoutinProfessionalStatementF1, including reviewing or auditing the auditor’s own work, acting in a management or a decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set out below.
2008 ($) 2007($)Audit servicesPricewaterhouseCoopers Australian firm:
Audit & review of financial reports and other audit work under the Corporations Act 2001 74,750 60,940Non-Audit ServicesPricewaterhouseCoopers Australian firm: Audit Committee Review 7,920 - Taxation services 8,400 8,400
91,070 69,340(Over)/under accruals (13,124) 22,545Total remuneration paid/payable for audit and non-audit services 77,946 91,885
Auditors’ independence declaration
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 8.
TaxationThe income tax revenue for the year was $2,418,290
Rounding of amounts
The Company is of a kind referred to in Class Order 98/0100 (as amended), issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the directors’ report. Amounts in the directors’ report have been rounded to the nearest thousand dollars in accordance with that Class Order unless otherwise indicated.
AuditorPricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors.
Richard UtzDirector,Sydney27 August 2008
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Auditor’s Independence Declaration
As lead auditor for the audit of Emerging Leaders Investment Limited for the year ended 30 June
2008, I declare that to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Emerging Leaders Investment Limited during the period.
Peter van Dongen Sydney
Partner 27 August 2008
PricewaterhouseCoopers
AUDITOR’S INDEPENDENCE DECLARATION
8 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
PricewaterhouseCoopersABN 52 780 433 757
Darling Park Tower 2201 Sussex StreetGPO BOX 2650SYDNEY NSW 1171DX 77 Sydney Australiawww.pwc.com/auTelephone +61 2 8266 0000Facsimile +61 2 8266 9999
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Income statement 10
Balance sheet 11
Statement of changes in equity 12
Cash flow statement 13
Note 1. General information 14
Note 2. Summary of significant accounting policies 14
Note 3. Income tax (revenue)/expense 18
Note 4. Receivables 19
Note 5. Financial assets at fair value through profit or loss 19
Note 6. Payables 19
Note 7. Current tax liability 20
Note 8. Deferred tax liability 20
Note 9. Contributed equity and movements in total equity 21
Note 10. Dividends 22
Note 11. Segment information 22
Note 12. Auditor’s remuneration 22
Note 13. Financial risk management 23
Note 14. Related party transactions 24
Note 15. (Loss)/earnings per share 26
Note 16. Reconciliation of net (loss)/profit after income tax to net cash inflow
from operating activities 27
Note 17. Events occurring after the balance sheet date 27
Note 18. Contingent assets and liabilities and commitments 27
FINANCIAL REPORT
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 9
Financial REpoRT
for the year ended 30th June 2008
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NotesYear ended
30 June 2008$’000
Year ended 30 June 2007
$’000Income from continuing operations
Interest income 76 30
Dividends 1,437 1,517
Net (losses)/gains on financial instruments at fair value through profit or loss (7,947) 11,820
Other operating income 16 18
Total income (6,418) 13,385
management fees 527 523
Performance fees - 12
Director’s fees 162 154
Insurance expenses 45 43
Auditor’s remuneration 12 78 92
Custody fees 75 67
Other expenses 11 47
Transaction costs 152 225
Share registry fees 37 56
Consultancy fees 33 30
ASX fees 25 25
Total expenses 1,145 1,274
(Loss)/profit before income tax (7,563) 12,111
Income tax revenue/(expense) 3 2,418 (3,339)
(Loss)/profit from continuing operations (5,145) 8,772
Net (loss)/profit for the year (5,145) 8,772
Net (loss)/profit attributable to members of Emerging Leaders Investment Limited
(5,145) 8,772
Cents Cents(Loss)/earnings per share:
Basic (loss)/earnings per share 15 (14.22) 24.82
Diluted (loss)/earnings per share 15 (14.03) 23.95
The above income statement should be read in conjunction with the accompanying notes.
INCOmE STATEmENT
for the year ended 30th June 2008
10 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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NotesAs at
30 June 2008$’000
As at30 June 2007
$’000
Assets
Cash and cash equivalents 1,494 271
Receivables 4 3,955 1,068
Financial assets at fair value through profit or loss 5 44,893 55,128
Total assets 50,342 56,467
Liabilities
Payables 6 580 764
Current tax liability 7 459 2,402
Deferred tax liability 8 557 3,452
Total liabilities 1,596 6,618
Net assets 48,746 49,849
Equity
Contributed equity 9 40,657 34,235
Retained profits 9 8,089 15,614
Total equity 48,746 49,849
The above balance sheet should be read in conjunction with the accompanying notes.
BALANCE ShEET
As at 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 11
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NotesYear ended
30 June 2008$’000
Year ended30 June 2007
$’000
Total equity at the start of the financial year 49,849 42,233
Net (loss)/profit for the year (5,145) 8,772
Net income recognised directly in equity - -
Recognised income and expenses for the financial year (5,145) 8,772
Transactions with equity holders in their capacity as equity holders:
Dividends provided for or paid 10 (2,380) (1,456)
Proceeds from exercise of options 7,032 300
Purchase of Treasury Shares (610) -
4,042 (1,156)
Total equity at the end of the financial year 48,746 49,849
The above statement of changes in equity should be read in conjunction with the accompanying notes.
STATEmENT OF ChANGES IN EQUITY
for the year ended 30th June 2008
12 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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NotesYear ended
30 June 2008$’000
Year ended30 June 2007
$’000
Cash flows from operating activities
Proceeds from sale of financial instruments at fair value through profit or loss 48,480 54,532
Purchase of financial instruments at fair value through profit or loss (45,532) (53,207)
Dividends received 1,510 1,441
Interest received 76 30
Other income received - 28
management fees paid (631) (462)
Tax instalment paid (2,420) (393)
Payment of other expenses (384) (915)
Custody fee paid (86) (65)
Insurance premiums paid (45) (46)
RITC received 69 100
Transaction costs on sale and purchase of financial instruments at fair value through profit and loss
(152) (225)
Net cash inflow from operating activities 16 885 818
Cash flows from financing activities
Proceeds from exercise of options 9 3,328 300
Payments for Treasury Shares 9 (610) -
Dividends paid to Company’s shareholders 10 (2,380) (1,456)
Net cash inflow/(outflow) from financing activities 338 (1,156)
Net increase/(decrease) in cash and cash equivalents 1,223 (338)
Cash and cash equivalents at the beginning of the financial year 271 609
Cash and cash equivalents at the end of the financial year 1,494 271
The above cash flow statement should be read in conjunction with the accompanying notes.
CASh FLOW STATEmENT
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 13
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Note 1. General informationThe financial report covers Emerging Leaders Investment Limited as an individual entity.
The Company was admitted to the Official List of the ASX on 18 march 2005 and official quotation of the Company’s securities commenced on 23 march 2005. The amount raised has been primarily invested in ASX listed securities and is managed by Ausbil Dexia Limited (“Ausbil”). The Company does not have any employees.
The Company is incorporated and domiciled in Australia.
The financial statements were authorised for issue by the directors on 27 August 2008.
Note 2. Summary of significant accounting policiesThe principal accounting policies adopted in the preparation of the financial report are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
(a) Basis of preparationThis general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 in Australia.
These financial statements have been prepared on the basis of fair value measurement of assets and liabilities except where otherwise stated.
The balance sheet presents assets and liabilities in decreasing order of liquidity and does not distinguish between current
and non-current items.
Compliance with International Financial Reporting Standards (IFRS)Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report of the Company, comprising the financial statements and notes thereto, complies with IFRS.
(b) Financial instruments(i) Classification
The Company’s investments are categorised as at fair value through profit or loss. They comprise:
Financial instruments designated at fair value through profit or loss upon initial recognition•
These include financial assets that are not held for trading purposes and which may be sold. These may include investments in exchange traded equity instruments, unlisted trusts and unlisted equity instruments.
Financial assets and financial liabilities designated at fair value through profit or loss at inception are those that are managed and their performance evaluated on a fair value basis in accordance with the Company’s documented investment strategy. The Company’s policy is for the management to evaluate the information about these financial assets on a fair value basis together with other related financial information.
The information on the fair value basis is provided internally to the Company’s key management personnel. In addition, the designation of financial assets and financial liabilities at fair value through profit or loss will reduce any measurement or recognition inconsistencies and any accounting mismatch that would otherwise arise.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
14 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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(ii) Recognition/derecognition
The Company recognises financial assets and financial liabilities on the date it becomes party to the contractual agreement (trade date) and recognises changes in fair value of the financial assets or financial liabilities from this date.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
the rights to receive cash flows from the asset have expired;•
the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in •full without material delay to a third party under a ‘pass through’ agreement; or
the Company has transferred its rights to receive cash flows from the asset and either:•
(a) has transferred substantially all the risks and rewards of the asset; or
(b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Any gains or losses arising on derecognition of the asset (calculated as the difference between the disposal proceeds and the carrying amount of the asset) are included in the income statement, in the year the asset is derecognised, as realised gains or losses on financial instruments.
(iii) Measurement
Financial assets and liabilities at fair value through profit or loss•Financial assets and liabilities at fair value through profit or loss are measured initially at fair value excluding any transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs on financial assets and financial liabilities at fair value through profit or loss are expensed immediately. Subsequent to initial recognition, all instruments held at fair value through profit or loss are measured at fair value with changes in their fair value recognised in the income statement.
Fair value in an active market•The fair value of financial assets and liabilities traded in active markets is based on their quoted market prices at the balance sheet date without any deduction for estimated future selling costs. Financial assets are priced at current bid prices, while financial liabilities are priced at current asking prices.
(iv) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
(c) Cash and cash equivalentsCash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Payments and receipts relating to the purchase and sale of investment securities are classified as cash flows from operating activities, as movements in the fair value of these securities represent the Company’s main income generating activity.
(d) Income recognitionInterest income and expenses are recognised in the income statement for all debt instruments using the effective interest method. Other changes in fair value for such instruments are recorded in accordance with the policies described elsewhere in the report.
Dividend income is recognised on the ex-dividend date with any related foreign withholding tax recorded as an expense.
Trust distributions are recognised on an entitlements basis.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 15
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(e) ExpensesAll expenses are recognised in the income statement on an accrual basis.
(f) Income taxThe income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the Australian corporate income tax rate (30%) adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(g) DividendsProvision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.
(h) ReceivablesReceivables may include amounts for dividends, interest and securities sold where settlement has not yet occurred. Dividends are accrued when the right to receive payment is established. Interest is accrued at the reporting date from the time of last payment using the effective interest rate method. Amounts are generally received within 30 days of being recorded as receivables.
(i) PayablesThese amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Purchases of securities and investments that are unsettled at reporting date are included in payables and are normally settled within three business days of trade date.
(j) Goods and Services Tax (GST)GST is incurred on the investment management fees charged by the responsible entity to the Company. The Company qualifies for Reduced Input Tax Credits (RITC’s) at a rate of 75% hence investment management fees have been recognised in the statement of financial performance net of the amount of GST recoverable from the Australian Taxation Office (ATO). Accounts payable are inclusive of GST. The net amount of GST recoverable from the ATO is included in receivables in the balance sheet. Cash flows relating to GST are included in the cash flow statement on a gross basis.
(k) Earnings per share(i) Basic earnings per share
Basic Earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
16 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(l) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2008 reporting periods. The directors’ assessment of the impact of these new standards (to the extent relevant to the Company) and interpretations is set out below:(i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising
from AASB 8.
AASB 8 and AASB 2007-3 are applicable to annual reporting periods beginning on or after 1 January 2009. The Company has not adopted these standards early. Application of these standards will not affect any of the amounts recognised in the financial statements, but may affect the segment disclosures provided in this financial report.
(ii) Revised AASB 101 Presentation of Financial Statements , AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101 and AASB 2007-10 Further Amendments to Australian Accounting Standards arising from AASB 101.
Revised AASB 101, AASB 2007-8 and AASB 2007-10 are applicable to annual reporting periods beginning on or after 1 January 2009. The Company has not adopted these standards early. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity but will not affect any of the amounts recognised in the financial statements. If the Company makes a prior period adjustment or re-classifies items in the financial statements, it must provide a third balance sheet (statement of financial position) as at the beginning of the earliest comparative period presented.
(m) Rounding of amountsThe Company is an entity of the kind referred to in Class Order 98/0100 (as amended) issued by the Australian Securities and Investments Commission relating to the ‘’rounding off’’ of amounts in the financial report. Amounts in the financial report have been rounded off to the nearest thousand dollars in accordance with that Class Order, unless otherwise indicated.
(n) Transaction costs
Initial measurement (fair value) on acquisition of financial instruments shall not include directly attributable transaction costs such as fees and commissions paid to agents. Incremental transaction costs on acquisition of financial instruments are expensed as incurred in the income statement.
(o) Contributed equityOrdinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(p) Use of estimates and estimation of fair valuesThe Company makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
For certain other financial instruments, including amounts due from/to brokers and accounts payable, the carrying amounts approximate fair value due to the immediate or short-term nature of these financial instruments.
For the years ended 30 June 2008 and 30 June 2007, the Company did not include financial assets and financial
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 17
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liabilities that were determined using valuation techniques. The fair values of the majority of the Company’s financial assets and liabilities for the years then ended were determined directly, in full or in part, by reference to quoted prices that were available from various sources, such as exchanges, dealers, brokers, industry groups and pricing services.
Note 3. Income tax (revenue)/expense
30 June 2008$’000
30 June 2007$’000
(a) Income tax expense
Current tax 459 2,402
Deferred tax (note 8) (2895) 1,078
Adjustment for current tax of prior periods 18 (141)
Income tax (revenue)/expense (2,418) 3,339
Deferred income tax (revenue)/expense included in income tax expense comprises:
(Decrease)/increase in deferred tax assets (72) 143
(Decrease)/increase in deferred tax liabilities (2,823) 935
(b) Numerical reconciliation of income tax expense to prima facie tax payable
(Loss)/profit from continuing operations before income tax expense (7,563) 12,111
Tax at the Australian tax rate of 30% (2007-30%) (2,269) 3,633
Imputation credits (257) (274)
Tax exempt income 9 (23)
Non assessable investment gains 75 154
Foreign tax credits 6 (13)
Investment gains from trust assessable for tax purposes - 3
Adjustment for current tax of prior periods 18 (141)
Income tax (revenue)/expense (2,418) 3,339
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
18 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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Note 4. Receivables
30 June 2008$’000
30 June 2007$’000
Trade receivables 86 826
Accrued income 104 178
Other receivables 30 26
GST claimable 31 38
Proceeds from excercise of options 3,704 -
3,955 1,068
Note 5. Financial assets at fair value through profit or loss
30 June 2008$’000
30 June 2007$’000
Listed equities 44,893 55,128
Note 6. Payables
30 June 2008$’000
30 June 2007$’000
Trade payables 406 486
Accrued expenses 160 264
Other payables 14 14
580 764
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 19
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Note 7. Current tax liability
30 June 2008$’000
30 June 2007$’000
Income tax payable 459 2,402
Note 8. Deferred tax liability
30 June 2008$’000
30 June 2007$’000
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss
Financial assets at fair value through profit or loss 628 6,020
Current income tax - (2,409)
Unclaimed incorporation expenses (71) (143)
Unutilised foreign tax credits carried forward - (16)
Total deferred tax liability 557 3,452
Movements
Opening balance as at 1st July 3,452 2,517
(Credited) /(charged) to the income statement (note 3) (2,895) 935
Closing balance as at 30 June 557 3,452
Deferred tax liability to be settled after more than 12 months 557 3,452
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
20 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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Note 9. Contributed equity and movements in total equity Ordinary
sharesNo.
OptionsNo.
(a) Contributed equity
Closing balance as at 30 June 2006 35,125,302 17,562,651
movement due to exercise of options 299,685 (299,685)
Closing balance as at 30 June 2007 35,424,987 17,262,966
movement due to exercise of options 2,817,980 (2,817,980)
Contributed equity for shares not yet issued 4,213,788 (4,213,788)
movement due to expiry of options - (10,231,198)
On-market share buyback -Treasury Shares (610,650) -
Closing balance as at 30 June 2008 41,846,105 -
Treasury Shares acquired by the Company under the terms of the on-market share buyback were cancelled on 21 July 2008.
Contributed equity$’000
Retained earnings
$’000
Total equity$’000
(b) Movements in total equity
Closing balance as at 30 June 2006 33,935 8,298 42,233
Dividends paid - (1,456) (1,456)
Proceeds from exercise of options 300 - 300
Net profit attributable to members of the Company - 8,772 8,772
Closing balance as at 30 June 2007 34,235 15,614 49,849
Dividends paid - (2,380) (2,380)
Proceeds from excercise of options 7,032 - 7,032
On-market share buyback-Treasury Shares (610) - (610)
Net profit attributable to members of the company - (5,145) (5,145)
Closing Balance as at 30 June 2008 40,657 8,089 48,746
The proceeds from exercise of options include $3,328,000 received prior to year end and $3,704,000 received post year end, which is reflected as a receivable (refer Note 4).
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 21
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Note 10. Dividends30 June 2008
$’00030 June 2007
$’000
Final dividend for the year ended 30 June 2007 of 2.75 cents (2006:1.6 cents) per share paid on 5 October 2007:
Fully-franked based on tax paid @ 30% 980 566
Interim dividend for the year ended 30 June 2008 of 3.75 cents per share paid on 13 march 2008 (2007: 2.5 cents per share):
Fully-franked based on tax paid @ 30% 1,400 890
Total dividends provided for or paid 2,380 1,456
A final fully-franked dividend of 3.75 cents per share was declared on 24 July 2008 and is payable on 5 September 2008 to holders as at the record date of 22 August 2008.
Note 11. Segment information
Business segments
The Company is organised into one main business segment which operates solely in the business of investment management within Australia.
Geographical segments
The Company operates in Australia and all directly held assets are predominantly Australian. Some of these assets may themselves hold overseas assets.
Note 12. Auditor’s remunerationDuring the year the following fees were paid or payable for services provided by the auditor, its related practices and non-related audit firms:
30 June 2008$
30 June 2007$
Audit servicesPricewaterhouseCoopers Australian firm
Audit and review of financial reports and other audit work under the Corporations Act 2001
74,750 60,940
Non-Audit Services
Audit Committee Review 7,920 -
Taxation services 8,400 8,400
91,070 69,340
Over/(under) accrual re prior periods (13,124) 22,545
Total remuneration paid/payable for audit and non-audit services 77,946 91,885
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
22 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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Note 13. Financial risk management
(a) Objectives, strategies, policies and processesThe Company’s activities expose it to a variety of financial risks: market risk (including price risk, foreign exchange risk and interest rate risk), credit risk and liquidity risk.
The Company’s overall risk management program focuses on ensuring compliance with the investment objectives detailed in the Company’s Prospectus and seeks to maximise the returns derived for the level of risk to which the Company is exposed. Financial risk management is carried out by the Investment manager under policies approved by the Board of Directors.
The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of price and interest rate risks, and maturity analysis for liquidity risk.
(b) Market riskmarket risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market prices. market risk comprises three types of risk: price risk, foreign currency risk and interest rate risk.
Price Risk i. The Company is exposed to equity securities price risk. This arises from investments held by the Company for which prices in the future are uncertain. The investments are classified on the balance sheet as at fair value through profit or loss. All investments present a risk of loss of capital and the maximum risk resulting from financial instruments is determined by the fair value of the financial instruments.
The Investment manager mitigates this price risk through a careful selection of securities set by its Investment Committee in accordance with the agreed overall investment strategy. Net assets attributable to members are invested in publicly listed Australian equity securities that are primarily chosen from the S&P/ASX 300 index. Compliance with the Company’s stated investment objectives and performance relative to the Company’s target benchmark, which comprises the S&P/ASX midcap 50 (70%) and S&P/ASX Small Ordinaries (30%) accumulation indices, is reported to the Board on a monthly basis.
At 30 June 2008, if the equity prices had increased by 10% (2007: 10%) with all other variables held constant, this would have increased net assets attributable to members (and net operating profit/(loss)) by approximately $3,142,000 (2007: $3,859,000). Conversely, if the equity prices had decreased by 10% (2007: 10%), this would have decreased net assets attributable to members (and net operating profit/(loss)) by approximately $3,142,000 (2007: $3,859,000).
Foreign exchange risk ii. The Company is not exposed to any foreign exchange risk arising from currency exposures as all its future commercial transactions and recognised assets and liabilities are denominated in Australian dollars.
Interest rate riskiii. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
For the years ended 30 June 2008 and 30 June 2007, all monetary assets and liabilities of the Company were short term in nature and not materially exposed to interest rate movements.
(c) Credit riskCredit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Other credit risk arises from cash and cash equivalents, and deposits with banks and other financial institutions.
The Company’s exposure to credit risk arises from default of the counterparty, with the current exposure equal to the fair value of these investments as disclosed in the Balance Sheet. This does not represent the maximum risk exposure that could arise in the future as a result of changes in values, but best represents the current maximum exposure at the reporting date.
There are no financial assets that are past due or impaired, or would otherwise be past due or impaired.
There were no significant concentrations of credit risk to industry, currency, counterparty or geographical regions at 30 June 2008 and 30 June 2007.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 23
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(d) Liquidity riskLiquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. This risk is controlled through the Company’s investment in financial instruments, which under normal market conditions are readily convertible to cash. In addition, the Company maintains sufficient cash and cash equivalents to meet normal operating requirements, which balances are monitored by the Investment manager on a daily basis.
(e) Fair values of financial assets and financial liabilitiesThe carrying amounts of all the Company’s financial assets and financial liabilities at the balance sheet date approximated their fair values as all financial assets and liabilities not fair valued are short-term in nature.
For the years ended 30 June 2008 and 30 June 2007, the Company did not hold financial assets and financial liabilities that were determined using valuation techniques. The fair values of the Company’s financial assets and liabilities for the years then ended were determined directly, in full or in part, by reference to quoted prices that were available from various sources, such as exchanges, dealers, brokers, industry groups and pricing services.
Note 14. Related party transactions
(a) DirectorsThe names of persons who were directors of the Company at any time during the financial year are as follows: R Utz, J Evans, J White, R hayes and P Xiradis. All of these persons were also non-executive directors during the year ended 30 June 2008.
(b) Key management personnel compensationKey management personnel compensation for the year ended 30 June 2008 and year ended 30 June 2007 is set out in the Remuneration Report on page 6. The key management personnel are all the directors of the Company.
Short-term benefits $
Post Employment
Benefits $
Other long term benefits $
Termination benefits $
Share-based payments $
Total $
2008 162,000 - - - - 162,000
2007 154,000 - - - - 154,000
(c) Other transactions with key management personnel or entities related to themFrom time to time directors of Emerging Leaders Investment Limited, or their director-related entities, may purchase or sell the Company’s securities through the Australian Stock Exchange in accordance with the Corporate Governance Statement.
No director has entered into a material contract with the Company since the end of the previous financial year and there were no material contracts involving directors’ interests subsisting at year end.
(i) Loan transactions and balances
The company has not made, guaranteed or secured, directly or indirectly any loans to Key management Personnel or their related entities during the year (2007: Nil).
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
24 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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(ii) Directors interest in shares and options
Richard Utz
150,000 shares (2007: 85,000 shares and 65,000 options) in the Company are owned by the Utz Family Super Fund, of which mr Utz is a beneficiary.
John R Evans
Nil (2007:Nil)
John White
119,500 shares (2007: 50,000 shares and 59,500 options) in the Company are owned by Reginald maitland Pty Ltd, as a Trustee for a family trust and a superannuation fund, of which mr White is a beneficiary.
Reubert E hayes
444,931 shares (2007: 334,954 shares and 109,977 options) in the Company are owned by Solhurst Pty Ltd, as a Trustee for a superannuation fund, of which mr hayes is a beneficiary.
Paul Xiradis
50,000 shares (2007: 40,000 shares and 10,000 options) are directly owned by mr Xiradis.
(d) Ausbil Dexia LimitedAusbil Dexia Limited (the “manager”) manages the portfolio of investments for the Company (the “portfolio”). The manager will receive a management fee of 1% of gross assets per annum payable in arrears on a monthly basis. Where the portfolio’s investment performance has increased in value over a twelve month financial year period the manager will also be entitled to a performance fee of 15% of the gross performance generated in excess of the benchmark, which is comprised of the S&P/ASX midcap 50 (70%) and the S&P/ASX Small Ordinaries (30%) accumulation indices.
management fees paid and payable to Ausbil Dexia Limited for the year ended 30 June 2008 amounted to $527,365 (2007: $534,523). No performance fees were paid or payable to Ausbil Dexia Limited for the year ended 30 June 2008 (2007: $12,000).
Paul Xiradis was a director of Ausbil Dexia Limited during the year.
Under the terms of an outsourcing arrangement the Company pays Ausbil Dexia Limited $33,000 (2007: $33,000) for performing various accounting, company secretarial and operational functions on its’ behalf.
(e) Ord Minnett Limited Ord minnett Limited, of which mr Utz is a former director, receives brokerage fees, under normal terms and conditions, from Ausbil Dexia Limited, on transactions carried out by Ausbil Dexia Limited in its capacity of Investment manager for the Company’s assets.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 25
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Note 15. (Loss)/earnings per share
2008Cents
2007Cents
(a) Basic (loss)/earnings per share (14.22) 24.82
(b) Diluted (loss)/earnings per share (14.03) 23.95
2008$’000
2007$’000
(c) (Loss)/profit attributable to the ordinary equity holders of the company used in calculating basic earnings and diluted earnings per share (5,145) 8,772
2008Number
2007Number
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share
36,178,596 35,348,847
Adjustments for calculation of diluted earnings per share:Options 480,855 1,284,378
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 36,659,451 36,633,225
(e) Information concerning the classification
The initial offering included options to subscribe for shares at an exercise price of $1.00. The options could be exercised at any time after 30 June 2006 and on or before 30 June 2008. These are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share.
The 2007 diluted earnings per share has been restated from 16.65 to 23.95 and the weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share restated from 52,687,953 to 36,633,225 to correct an error in the calculation.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
26 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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Note 16. Reconciliation of net (loss)/profit after income tax to net cash inflow from operating activities
30 June 2008$’000
30 June 2007$’000
Net (loss)/profit for the year (5,145) 8,772
Proceeds from sale of financial instruments at fair value through profit and loss 48,480 54,532
Purchase of financial instruments at fair value through profit and loss (45,532) (53,207)
Net change in tax liabilities (4,838) 2,945
Fair value losses/(gains) on other financial assets at fair value through profit or loss 7,947 (11,816)
Decrease/(increase) in trade debtors and other assets 77 (47)
Decrease in trade creditors (104) (361)
Net cash inflow from operating activities 885 818
Note 17. Events occurring after the balance sheet date
The overall market has experienced considerable volatility since the end of the year ended 30 June 2008. The Directors consider that the performance of the Company, as at the date of signing this report, is not significantly different from that of the Company’s chosen investment performance Benchmark.
Other than as discussed above, no matters or circumstances have arisen since 30 June 2008 that have significantly affected, or may significantly affect:
(a) the Company’s operations in future financial years,
(b) the results of those operations in future financial years, or
(c) the Company’s state of affairs in future financial years.
Note 18. Contingent assets and liabilities and commitments
There are no outstanding contingent assets and liabilities or commitments as at 30 June 2008 and 30 June 2007.
NOTES TO ThE FINANCIAL STATEmENTS
for the year ended 30th June 2008
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 27
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Directors’ declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 1 to 27 are in accordance with the Corporations Act 2001, including:
(i) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) giving a true and fair view of the Company’s position as at 30 June 2008 and of its performance, as represented by the results of its operations, changes in equity and it’s cashflows, for the financial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
While the Company does not have any employees, the Directors have been given the declaration required by section 295A of the Corporations Act 2001 by the relevant executive of Ausbil Dexia Limited who performs the function of Chief Executive Officer and Chief Financial Officer as they relate to the Company.
This declaration is made in accordance with a resolution of the directors.
Richard UtzDirector
John EvansDirector
Sydney27 August 2008
DIRECTORS’ DECLARATION
for the 30 June 2008
28 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
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AUDITOR’S REPORT
30th June 2008
Independent auditor’s report to the members of Emerging Leaders Investment Limited Report on the financial report
We have audited the accompanying financial report of Emerging Leaders Investment Limited (the company), which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for Emerging Leaders Investment Limited.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 29
PricewaterhouseCoopersABN 52 780 433 757
Darling Park Tower 2201 Sussex StreetGPO BOX 2650SYDNEY NSW 1171DX 77 Sydney Australiawww.pwc.com/auTelephone +61 2 8266 0000Facsimile +61 2 8266 9999
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30 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
AUDIT REPORT
30th June 2008
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s opinion
In our opinion:
(a) the financial report of Emerging Leaders Investment Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s financial position as at 30 June 2008 and of it’s performance for the year ended on that date, and
(ii) complying with Australian Accounting Standards (including the Australian accounting Interpretations) and the Corporations Regulations 2001.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 5 to 6 of the directors’ report for the year ended 30 June 2008. 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.
Auditors Opinion
In our opinion, the Remuneration Report of the Emerging Leaders Investment Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.
PricewaterhouseCoopers
Peter van Dongen Sydney
Partner 27 August 2008
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EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 31
COmPANY PARTICULARS
30th June 2008
Emerging Leaders Investment Limited ACN 107 197 795
The Company was incorporated as a limited liability company in New South Wales on 27 November 2003. The
Company is a Listed Investment Company with its securities listed only on the Australian Stock Exchange.
Registered Office
Level 23 Symantec house
207 Kent Street
Sydney NSW 2000
Telephone (02) 9259 0200
Directors
Richard Utz (Chairman)
John Evans
John White
Reubert hayes
Paul Xiradis
Company Secretary
mark Reilly
Auditor
PricewaterhouseCoopers
Darling Park Tower 2
201 Sussex Street
Sydney NSW 2000
Company Administrator & Custodian
National Australia Bank Limited
500 Bourke Street
melbourne VIC 3000
Share Registrar
Computershare Investor Services Pty Ltd
Level 3, 60 Carrington Street
Sydney NSW 2000
Telephone 1300 787 272
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32 EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT
INFORmATION ABOUT SECURITY hOLDERS
A. Distribution of equity securitiesAnalysis of numbers of equity holders by size of holding:
Number of fully paid share holdings at 30 July 2008
1 to 1,000 29
1,001 to 5,000 294
5,001 to 10,000 301
10,001 to 100,000 500
100,001 and over 49
1,173
There were 11 holders of less than a marketable parcel of ordinary shares of $500 (516 shares).
B. Major holders of fully paid ordinary sharesThe twenty largest holders of the Company’s ordinary shares as at 30 June 2008 are listed below:
Securities heldPercentage of issued shares
GEGm Investments Pty 3,683,301 9.63Pagodatree Investments Ltd 1,500,000 3.92ANZ Nominees Ltd 1,481,851 3.87Tiklac Pty Ltd 1,000,000 2.61Invia Custodian Pty Ltd 773,152 2.02Invia Custodian Pty Ltd 622,000 1.63Invia Custodian Pty Ltd 500,000 1.31mr Victor John Plummer 500,000 1.31National Nominees Limited 487,388 1.27Lutmar holdings Pty Ltd 450,000 1.18Solhurst Pty Ltd 444,931 1.16mr John Walter Utz 375,000 0.98ms Deborah Elizabeth Kneebone and Prof Alexander Cowell mcFarlane 322,400 0.84Gallipoli memorial Club Ltd 300,000 0.78Lesdon Pty Ltd 300,000 0.78Victory holdings Pty Ltd C/- Gateway Partners 300,000 0.78mecdan Pty Ltd 280,000 0.73GEFWEB Nominees Pty Ltd 250,000 0.65Invia Custodian Pty Ltd 250,000 0.65Dr Stuart malcolm Romm and mrs Carole Anne Romm 250,000 0.65
* Solhurst Pty Limited is associated with mr hayes.
C. Transactions in securitiesDuring the year ended 30 June 2008, the Company recorded 930 transactions in securities. $151,092 in brokerage (inclusive of GST) was paid or accrued for the year.
There is currently an on-market buyback of the securities of the Company, which commenced on 19 may 2008 and
ceases on 15 may 2009. As at 30 June 610,650 shares had been purchased in the buyback. These shares were
cancelled on 21 July 2008. Further purchases post year end total 258,000 shares, which have also been cancelled.
30th June 2008
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EMERGING LEADERS INVESTMENT LIMITED ANNUAL REPORT 33
PORTFOLIO OF INVESTmENTS
30th June 2008
Code Company Industry Holding Fair Value($)
ALL Aristocrat Leisure Limited Consumer Services 115,200 737,280
AOE Arrow Energy Limited Energy 192,400 708,032
AWE Australian Worldwide Exploration Limited Energy 521,062 2,141,565
BBG Billabong International Limited Consumer Durables & Apparel 82,200 883,650
BLY Boart Longyear Limited Capital Goods 412,900 920,767
BPT Beach Petroleum Limited Energy 358,700 478,865
CCL Coca Cola Amatil Limited Food Beverage & Tobacco 282,699 1,978,893
CSR CSR Limited Capital Goods 280,700 682,101
DJS David Jones Limited Retailing 348,800 980,128
GWT GWA International Limited Capital Goods 223,637 559,093
IPL* Incitec Pivot Limited materials 22,796 4,183,066
LGL* Lihir Gold Limited materials 718,880 2,357,926
LNN Lion Nathan Limited Food Beverage & Tobacco 159,100 1,358,714
mGX mount Gibson Iron Limited materials 371,800 1,160,016
mRE minara Resources Limited materials 269,800 871,454
NFK Norfolk Group Limited Commercial Services & Supplies 212,855 257,555
NUF Nufarm Limited materials 98,429 1,556,162
NWh NRW holdings Limited Capital Goods 357,300 696,735
OSh* Oil Search Limited Energy 497,400 3,377,346
OST Onesteel Limited materials 231,609 1,723,171
OXR Oxiana Limited materials 746,200 1,955,044
PAG Primeag Australia Limited Food Beverage & Tobacco 483,900 861,342
PDN Paladin Energy Limited Energy 227,800 1,457,920
PRY Primary health Care Limited health Care Equipment & Services 155,200 805,488
RmD Resmed Inc health Care Equipment & Services 310,400 1,126,752
SBm St Barbara Limited materials 1,359,386 496,176
SDG Sunland Group Limited Real Estate 134,300 302,175
SEV Seven Network Limited media 101,200 759,000
SGm Sims Group Limited materials 35,300 1,470,951
SGT Singapore Telecommunications Limited Telecommunication Services 391,200 1,083,624
ShL* Sonic healthcare Limited health Care Equipment & Services 158,800 2,310,540
TGR Tassal Group Limited Food Beverage & Tobacco 143,722 363,617
TSE Transfield Services Limited Commercial Services & Supplies 98,100 722,997
TTS Tatts Group Limited Consumer Services 488,300 1,142,622
UGL United Group Limited Capital Goods 60,900 749,679
WhC Whitehaven Coal Limited Energy 248,100 1,079,235
AIO Asciano Group Transportation 171,900 594,774
Total fair value of securities $44,894,455
Investments marked with * are considered material investments as they comprise 5% and over of the total investment portfolio of the Company.
The Company has used the cash that it had available at the time of admission to the Official List of the ASX up until the
date of this report in a way entirely consistent with the business objectives of the Company.
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Corporate governance statementThe Company is a listed investment company. Its shares are traded on the Australian Stock Exchange (“ASX”).
The objective of the Company is to seek long term capital growth through utilising the skills of the Investment manager,
Ausbil Dexia Limited (“Ausbil”). Other than its Directors, the Company has no employees. It has no premises, plant or
equipment or other physical assets. The Company’s day-to-day affairs and the investment of its funds are managed by
Ausbil in accordance with a management Agreement.
It is the responsibility of Directors to ensure that Ausbil is performing its duties in a skilful and diligent manner, that it
employs qualified and experienced staff and that it operates appropriate risk monitoring and compliance procedures.
The Company’s main corporate governance practices are set out below and, unless otherwise indicated, have been
implemented since the Company was admitted to the Official List of the ASX on 18 march 2005.
The Board of Emerging Leaders Investment Limited is committed to achieving the highest standard of corporate
governance appropriate to a company of its size and nature. The table below summarises the Company’s compliance
with the Corporate Governance Principles and Recommendations of the Australian Stock Exchange Corporate
Governance Council.
Best Practice Recommendations Compliance Comment
1.0Lay solid foundations for management and oversightCompanies should establish and disclose the respective roles and responsibilities of board and management
1.1
Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.
Complies The Company’s Corporate Governance Statement includes a Board Charter, which discloses specific responsibilities of the Board. The Board delegates responsibility for the day to day operations and administration of the Company and responsibility for the investment of the Company’s assets to Ausbil Dexia Limited, through a formal outsourcing arrangement and investment management agreement respectively.
The Corporate Governance Statement is posted on the Company’s website.
1.2Companies should disclose the process for evaluating the performance of senior executives
Complies The company has no employees.
1.3Companies should provide the information indicated in the Guide to reporting on Principle 1
Complies There are no departures from the Best Practice Recommendations 1.1, 1.2 and 1.3.
2.0Structure the Board to Add Value
Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties
2.1
A majority of the board should be independent directors.
Complies The Board consists of four independent Non-Executive Directors (Richard Utz, Reubert hayes, John Evans and John White) and one non-independent Non-Executive Director (Paul Xiradis).
The skills, experience, expertise and date of appointment of the Directors are stated in the Director’s Report.
Each Director has the right to seek independent professional advice at the Company’s expense. however, prior notice to the Board, which will review estimated costs, is required.
2.2The chair should be an independent director. Complies The Chairman is an independent Non-Executive Director.
2.3The roles of chair and chief executive officer should not be exercised by the same individual.
Complies The company has no employees.
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2.4
The board should establish a nomination committee Does not comply. Whilst a nomination committee is recommended by the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations, the Board has determined it is not necessary for the Company given its size and specialised nature.
The Board deals with all matters that would otherwise be dealt with by such a committee. Independent professional advice may be sought
2.5
Companies should disclose the process for evaluating the performance of the board, its committees and individual directors
Does not comply. Whilst there is a process in place for evaluating a performance of the Board, processes for evaluating the performance of Board committees and individual Directors have not yet been implemented
2.6
Companies should provide the information indicated in the Guide to reporting on Principle 2
Complies Explanations for a departure from the Best Practice Recommendations 2.4 and 2.5 are set out in this section. The Corporate Governance Statement is posted on the company’s website.
3.0
Promote ethical and responsible decision-makingCompanies should actively promote ethical and responsible decision-making
3.1
Companies should establish a code of conduct and
disclose the code or a summary of the code as to:
•thepracticesnecessarytomaintain
confidence in the company’s integrity; and
•thepracticesnecessarytotakeintoaccount
their legal obligations and the reasonable
expectations of their stakeholders
•theresponsibilityandaccountabilityof
individuals for reporting and investigating
reports of unethical practices.
Complies The Company’s Corporate Governance Statement includes a Code of Conduct on Ethical Standards, which provides a guide to ethical conduct of Directors and management. The Corporate Governance Statement is posted on the Company’s website.
3.2
Companies should establish a policy for trading in company securities by directors, officers and employees and disclose the policy or a summary of that policy
Complies The Company’s Corporate Governance Statement includes a Code of Conduct on Securities Trading. The Corporate Governance Statement is posted on the Company’s website.
3.3
Companies should provide the information indicated in Guide to reporting on Principle 3.
Complies There are no departures from the Best Practice Recommendations 3.1, 3.2 and 3.3.
4.0Safeguard integrity in financial reportingCompanies should have a structure to independently verify and safeguard the integrity of their financial reporting
4.1
The Board should establish an Audit Committee Complies The Board has established an Audit Committee
4.2
The Audit Committee should be structured so that it:
•consistsofonlynon-executivedirectors
•amajorityofindependentdirectors
•ischairedbyanindependentchair,whois not chairperson of the board
• at least three members.
Complies The Audit Committee consists of 3 independent Non-Executive Directors. The Chairman of the Board is not a member of the Audit Committee. The members of the Audit Committee are John Evans, Reubert hayes and John White.
4.3
The audit committee should have a formal charter. Complies The Audit Committee has a formal charter (policy) that is included within the Corporate Governance Statement. The Corporate Governance Statement and Audit Committee Charter are posted on the company’s website.
4.4
Companies should provide the information indicated in Guide to reporting on Principle 4.
Complies The number of meetings of the Audit Committee and the names of the attendees at the meetings are set out in the Director’s report.
There are no departures from the Best Practice Recommendations 4.1,4.2,4.3 and 4.4
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5.0Make timely and balanced disclosure Companies should promote timely and balanced disclosure of all material matters concening the company
5.1
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
Complies The Board has delegated the function of continuous disclosure under the ASX’s Listing Rules to the Company Secretary to assess the type of information that needs to be disclosed and to ensure that Company’s announcements are made in a timely manner, are factual, do not omit material information and are in compliance with the Listing Rules. Information which is considered to be price sensitive is approved by the Board before its release. The Corporate Governance Statement is posted on the Company’s website.
5.2Companies should provide the information indicated in Guide to reporting on Principle 5.
CompliesThere is no departure from the Best Practice Recommendations 5.1 and 5.2.
6.0Respect the rights of shareholdersCompanies should respect the rights of shareholders and facilitate the effective exercise of those rights
6.1
Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.
Complies The Board’s policy is for all investors to have equal and timely access to information concerning the financial position, performance, ownership, corporate governance and other material matters relating to the Company.
The Board’s implemented practices to deliver this policy are:-
•TheCompanySecretaryoverseestheprocessofdeliveringallstatutory and regulatory notices to shareholders through the Company’s website and the ASX company announcements service;
•Forallothercommunications,theBoarddetermines,on a matter-by-matter basis, the method of best communicating with shareholders.
In every case, the Company website and the ASX company announcements service will be updated and may be supplemented by letters posted and/or emailed to shareholders, press releases or any other medium the Board considers to be appropriate to ensure adherence to its policy of equal and timely access to information. All shareholders are notified in writing of general meetings and encouraged to attend and participate.
6.2
Companies should provide the information indicated in Guide to reporting on Principle 6. Complies
There is no departure from the Best Practice Recommendations 6.1 and 6.2.
7.0
Recognise and manage risk
Companies should establish a sound system of risk oversight and management and internal control
7.1
Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.
Complies
The Board ensures that there are adequate policies in relation to risk oversight and management and internal control systems. The Company’s policies are designed to ensure operational, legal and financial risks are identified, assessed, addressed and monitored.
7.2
The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.
Complies
The Company has outsourced under a formal management agreement the day-to-day functions of the Company to the Investment manager. The Board receives regular reports from the Investment manager attesting to the effectiveness of it’s risk management and internal control systems in managing the Company’s business risks, including relevant audit reports.
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7.3
The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
Complies
The Board requires the person acting in the role of Chief Executive Officer and Chief Financial Officer, as it relates to the Company, provide such a statement at the relevant time.
7.4Companies should provide the information indicated in Guide to reporting on Principle 7. Complies
There is no departure from the Best Practice Recommendations 7.1, 7.2, 7.3 and 7.4.
8.0
Remunerate fairly and responsibly
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is
clear.
8.1
The board should establish a remuneration committee
Complies
Given the present size of the Company, the Board considers that a separate Remuneration Committee is not required and has delegated the annual review of remuneration packages and policies applicable to Directors to the Audit and Risk Committee (“ARC”). The policy is for remuneration levels to be competitively set to retain and/or attract qualified and experienced Directors. The ARC, which consists of three independent Non-Executive Directors, obtains independent advice and data on the appropriateness of remuneration packages and makes recommendations to the Board.
8.2
Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and other executives.
Complies
The Company does not employ Executive Directors or any other executives.
8.3
Provide the information indicated in Guide to reporting on Principle 8. Complies
There is no departure from the Best Practice Recommendations 8.1, 8.2 and 8.3.
The board of directors
Board composition
• TheBoardcomprisesof5Directors,amajorityofwhomareindependentNon-ExecutiveDirectors;
• TheChairmanisanindependentNon-ExecutiveDirector;
• TheBoardundertakesanannualperformancereviewandconsiderstheappropriatemixofskillsrequiredto
ensure its effectiveness.
Responsibilities
• OverseeingandmonitoringAusbil’scompliancewiththeinvestmentmanagementagreement;
• Monitoringfinancialperformanceincludingapprovalofstatutoryfinancialreportsandliaisonwiththe
Company’s Auditors;
• Identifying,controllingandmonitoringsignificantrisksfacedbytheCompanyincludingthoseassociated
with its compliance obligations and ensuring appropriate reporting mechanisms are in place.
Board members
The Board aims to ensure that:
• Itsmembershaveanappropriatebalancebetweenthosewithinvestmentmanagementexperienceand
those with an alternative perspective; and
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• ThesizeoftheBoardisconducivetoeffectivediscussionandefficientdecision-making.
Director’s details are set out in the Director’s Report.
Directors’ independence
A Director is independent if he or she:
• Isfreefromanyinterestandanybusinessorotherrelationshipwhichcould,orcouldreasonablybe
perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.
• IsnotasubstantialshareholderoftheCompanyoranofficerof,orotherwiseassociateddirectlywith,a
substantial shareholder of the Company.
materiality is judged on both a quantitative and qualitative basis. Ownership of more than 5% of the issued share
capital of the Company, an amount of over 5% of annual expenses of the Company or over 5% of the individual
directors’ net worth is considered material for these purposes. In addition, a transaction of any amount or relationship
is deemed material if knowledge of it impacts the shareholders’ understanding of the Director’s performance.
Term of office
The Company’s Constitution specifies that all Directors must retire from office no later than the third Annual General
meeting (“AGm”) following their last election and that one third of the Directors are to retire from office at each AGm.
Where eligible, a Director may stand for re election.
Appointment and re-appointment of directors.
The selection of both new and re-election of incumbent Directors is undertaken by the Board.
Nomination qualifications for new Directors broadly require the following attributes:
•Professionalbackgroundfromfundsmanagement,financialconsultingorassociateddisciplineswithapreference
for applicants with sound legal, financial, corporate governance and industry compliance experience.
• AppropriateindustryqualificationssuchasFinsia,AustralianInstituteofCompanyDirectorsorsimilarbody.
• Freeofconflictsofinterest
Selection process for incumbent Directors requires the following attributes:
• Abilitytocontinuetoaddvaluetothecompany
• Maintenanceoffreedomfromconflictsofinterest
• SatisfactoryreviewofBoardperformancebyDirectorpeergroup
• Satisfactoryongoingindustrytrainingundertaken.
Commitment
The number of meetings held and attended by each Director is disclosed in the Directors’ Report.
Non-Company related commitments of the Non-Executive Directors will be considered by the Board prior to each
Director’s appointment and will be reviewed as part of the annual performance review.
Independent professional advice
Directors may seek independent professional advice at the Company’s expense, after first notifying the Board.
The Board will review the estimated costs for reasonableness, but will not impede the seeking of advice.
Nomination committee
Whilst a nomination committee is recommended by the ASX Corporate Governance Council Principles of Good Corporate
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Governance and Best Practice Recommendations, the Board has determined it is not necessary for the Company given its size
and specialised nature.
The Board deals with all matters that would otherwise be dealt with by such a committee. Independent professional advice
may be sought.
Remuneration committee
Given the present size of the Company, the Board considers that a separate Remuneration Committee is not required
and has delegated the annual review of remuneration packages and policies applicable to Directors to the Audit and
Risk Committee (“ARC”). The policy is for remuneration levels to be competitively set to retain and/or attract qualified
and experienced Directors. The ARC, which consists of three independent Non-Executive Directors, obtains independent
advice and data on the appropriateness of remuneration packages and makes recommendations to the Board.
Audit and risk committee
The Audit and Risk Committee consists of three Independent Non-Executive Directors, namely:
John Evans (Chairman and Independent Non-Executive Director)
John White (Independent Non-Executive Director)
Reubert hayes (Independent Non-Executive Director)
Details of Directors’ qualifications and experience are set out in the Directors’ Report. The Audit and Risk Committee has
appropriate financial expertise.
The Audit and Risk Committee’s main responsibilities to the Board include:
• Recommendingtheappointmentoftheexternalauditorandtheauditfee;
• Ensuringthattheexternalauditoriscompetentandindependent;
• Ensuringthattheexternalauditorhasfullaccesstoinformationandthatnounacceptablemanagementor
other restrictions are placed on it;
• ReviewingthedrafthalfyearlyandyearendfinancialstatementspriortorecommendingtheiradoptionbytheBoard;
• MonitoringtheCompany’scompliancewithitsstatutoryobligations;
• Reviewingandmonitoringtheadequacyofmanagementinformationandinternalcontrolsystems;
• Ensuringthatanyqueryfromshareholdersrelatingtosuchmattersisdealtwithexpeditiously;
•Reviewingtheregisterofrisks;and
•Reviewingandmonitoringtheadequacyofriskmanagementprogramsandmakingrecommendationsforchangestorisk
management processes to the Board.
The performance of the Audit and Risk Committee is reviewed annually by the Board.
External auditors
The Board appoints external auditors who demonstrate quality and independence. PricewaterhouseCoopers were appointed
as the external Auditors in 2003. PricewaterhouseCoopers rotates audit partners engaged on listed companies’ audits at
least every five years. PricewaterhouseCoopers provide an annual declaration of their independence to the Audit and Risk
Committee. The performance of the external auditor will be reviewed annually by the Audit and Risk Committee.
Risk assessment and management
The Board ensures that there are adequate policies in relation to risk oversight and management and internal control
systems. The Company’s policies are designed to ensure operational, legal and financial risks are identified, assessed,
addressed and monitored.
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Code of conductDirectors and officers of the Company are expected to conduct themselves with the highest ethical standards and act
with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
In particular, Directors and officers of the Company must at all times: manage situations where their personal interests
may conflict with the interests of the Company; not take advantage of property, information or position for personal
gain; not compete with the Company; not use non-public information except where disclosure is authorised or legally
mandated; deal fairly with customers, suppliers, competitors and employees; protect and make proper use of the
Company’s assets; comply with laws and regulations, and actively promote compliance; and report any unlawful or
unethical behaviour knowing that they will have proper protection by the Board when making such reports in good
faith.
Share Trading Policy
The Board has set a policy on dealing with securities of the Company. Directors and officers of the Company, and their
family members and close associates, may not buy, sell or subscribe for any securities of the Company, whether on their
own account or on behalf of another person, except during a one week period following the release to the Australian
Securities Exchange Limited of the monthly Report of Net Tangible Assets, the half year or full year financial results, the
half year report or the annual report of the Company.
Directors and officers are subject to the Corporations Act 2001 (Cth) restrictions on applying for, acquiring and
disposing of securities in, or other relevant financial products of, the Company (or procuring another person to do so), if
they are in possession of inside information. Inside information is that information which is not generally available, and
which if it were generally available, a reasonable person would expect it to have a material effect on the price or value
of the securities in the Company. The Company expressly prohibits directors and officers from short-term trading in any
Company securities and trading in the shares of any other entity if inside information on such entity comes to their
attention by virtue of their position as a director or officer of the Company.
Continuous disclosure
The Company Secretary is responsible for communications with the ASX and other regulatory bodies, including ASIC.
The role includes ensuring compliance with the continuous disclosure requirement in the ASX Listing Rules and
overseeing and coordinating information disclosure to the ASX, shareholders, the media and the public. All such
releases, including relevant external briefing and presentation materials, will be made available on the Company’s
website.
The Board has delegated the function of continuous disclosure under the ASX’s Listing Rules to the Company Secretary
to assess the type of information that needs to be disclosed and to ensure that Company’s announcements are made in
a timely manner, are factual, do not omit material information and are in compliance with the Listing Rules. Information
which is considered to be price sensitive is approved by the Board before its release.
Shareholder communication
The Board’s policy is for all investors to have equal and timely access to information concerning the financial position,
performance, ownership, corporate governance and other material matters relating to the Company.
The Board’s implemented practices to deliver this policy are:
The Company Secretary oversees the process of delivering all statutory and regulatory notices to shareholders through the •Company’s website and the ASX company announcements service;
For all other communications, the Board determines, on a matter-by-matter basis, the method of best communicating with •shareholders. In every case, the Company website and the ASX company announcements service will be updated and may be supplemented by letters posted and/or emailed to shareholders, press releases or any other medium the Board considers to be appropriate to ensure adherence to its policy of equal and timely access to information.
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