CAM Annual Report 2008
CAM Annual Report 2008
CAM Annual Report 2008
An Investment Company
1. DIRECTORY ................................................................................................................... 1
2. CHAIRMAN'S LETTER .................................................................................................. 2
3. REVIEW OF OPERATIONS - FY08 ............................................................................... 4
4. DIRECTORS' REPORT .................................................................................................. 8
5. AUDITOR'S INDEPENDENCE DECLARATION.......................................................... 20
6. CORPORATE GOVERNANCE STATEMENT. ……………………………………………21
7. INCOME STATEMENT................................................................................................. 28
8. BALANCE SHEET........................................................................................................ 29
9. STATEMENT OF CHANGES IN EQUITY .................................................................... 30
10. CASH FLOW STATEMENT ......................................................................................... 31
11. NOTES TO THE FINANCIAL STATEMENTS.............................................................. 32
12. DIRECTORS' DECLARATION ..................................................................................... 44
13. INDEPENDENT AUDIT REPORT ........................................................................................45
14. ASX ADDITIONAL INFORMATION .....................................................................................47
Directors
Roger Montgomery
Geoffrey Wilson
Anthony Hockey
Julian Gosse
Company Secretary
FY09 FINANCIAL CALENDAR
Cameron Fellows anticipated dates only
Auditor
Annual Report
Deloitte Touche Tohmatsu September 2009
Level 1
225 George Street * - Subject to declaration by
Sydney NSW 2000 Directors
1
CHAIRMAN’S LETTER
ANZ is up 8 per cent in one day, the next day its shares fall 3 per cent. Resources, the
banks, and retailers rise and fall in magnitudes that cash provides over an entire year.
What is going on? While hedge funds and short sellers have a part, they are bit players
in a much greater saga. What you are witnessing represents the symptoms of global
asset and debt liquidation, also known as deleveraging.
For some months now, I have explained that the Australian stock market will fail to rally
sustainably in the immediate future simply because the Australian economy is largely
driven by the consumer and the consumer is now suffering from a hangover following a
decade-long asset and debt binge. (Experts on one side of the debate warned last year
that Australians had too much debt. Experts on the other side - usually those employed
by the institutions doing the lending - argued that the debt was not high because wealth
had increased so much). Now of course, asset prices have fallen but the debt remains,
and so balance sheets need to be rebuilt or new balance sheets need to step in before
consumer confidence can return.
The three primary asset classes - Australian stocks, bonds and property are all in the
pond and the ripples are still splashing against the shore.
The asset liquidation produces volatility, which for many increases risk, increasing the
return buyers require, reducing the prices they are willing to pay and in turn reducing
liquidity, producing even more dramatic falls.
When property falls 10 per cent or stocks fall 20 per cent, the impact is not as significant
as when those same falls trigger mortgage defaults or margin calls respectively. The
latter, known as debt liquidation, results in institutions taking possession of the assets
and dumping them back on the market. And the short seller’s bit part appears in this
scene, as they trade in anticipation of the default or margin call.
2
This second phase of selling - the debt liquidation - is something that the United States
in the throes of.
It is also the very thing that if left unchecked can catapult a market and economy into a
much more tangible crisis. The bailout of Bear Sterns, Fannie Mae and Freddie Mac
and others are examples of the steps needed to be taken to ensure a more widespread
disaster / depression is averted. And because early and private bargain hunters are
underwater, capital for buying is being restricted amid a fear that it could get much
worse. Fresh liquidity and balance sheet stability are therefore needed to restore
confidence, which in turn leads to investment and spending. Only then will asset
markets in aggregate rise sustainably.
While it remains too early to expect a bottom to be reached in the Australian stock
market, no-one can predict the absolute bottom and investors need to be reminded that
this is the environment in which true long term bargains are found and serious wealth
can accrue.
Sincerely
Roger Montgomery
Chairman
3
REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2008
The year has been a tumultuous one and one that I am certain all shareholders
(including myself) would like to put behind them. The adverse impact on Clime’s
portfolio for the year ended 30 June 2008 from the general market malaise has been
compounded by the decision to retain and add to the investment in Credit Corp following
that company’s first earnings downgrade in November. The total loss to the portfolio
from this investment alone was over $12 million.
The Manager, Clime Investment Management Limited, believes it was seriously misled
by public statements made by Credit Corp which has resulted in substantial realised
losses. Clime Capital has joined a legal action to seek a recoupment of the losses.
While we are certainly not alone in reporting losses and declining portfolio values, we
are unique in that we openly warned investors of the then impending crisis and then
underestimated the impact on, what to us seemed, a very remote Australian portfolio of
shares.
In August last year I wrote “it appears that the problems for United States mortgagees
and the economy would fit nicely into a Deborah Conway song. It’s only the beginning.
…Next year, in aggregate, a substantially larger number of sub prime mortgages will be
reset…the risk of adverse surprises is high.”
In March, this year, following a trip to the US, I wrote “we could see the US was already
in a recession. Housing, auto manufacturing and financial institutions were reporting
numbers quite different to the US government’s aggregate statistics. We also formed
the view that the depth of the credit crisis was being underestimated”.
Australian Banks will ultimately be beneficiaries, vis-à-vis market share gains, as second
and lower-tiered participants struggle to source funding for their lending activities. While
we remain convinced that ultimately this logic is correct, we erred when the banks
themselves disclosed the importation of their own significant rise in funding costs.
In the 2007 financial year, Clime Capital’s portfolio rose over 40% to $72.8 million and
the invested portion 53%. In 2008, however the portfolio declined to $49.8 million.
Essentially all of the gains made in the 2006/07 financial year were erased in the
2007/08 financial year.
Upon reassessing prospects for many of the businesses we followed and discovering
little value, we raised cash in late February and the portfolio has begun outperforming
again.
While we remain confident our model for evaluating companies is robust, I must admit it
is not a replacement for a polygraph, which in some interviews with management could
prove useful. We mitigate some of the risks with the adoption of very strict criteria and
disciplines but occasionally a company’s leader can take not only shareholders on a
fanciful journey but even fellow directors and chairmen.
The current conditions in the financial markets will place managers, investors, owners
and Boards under significant pressure both exogenous and self-imposed (or perhaps
4
self-inflicted). The responses to this pressure will be telling and for some the response
will have been foretold.
In the Bible, [John 9:34] Jesus tells the Pharisees: “The hired hand is not the shepherd
who owns the sheep. So when he sees the wolf coming, he abandons the sheep and
runs away. Then the wolf attacks the flock and scatters it. The man runs away because
he is a hired hand and cares nothing for the sheep.”
Under considerable pressure, some individuals will respond to the current crisis by
running away and many already have. Some will stay but cut corners at the expense of
shareholders and others will ride through it knowing that this crisis, like all crises before
it, will end.
On an unrelated note, the year saw our 2006 concerns about ABC Learning validated.
In April 2006 with ABC Learning’s shares trading at $8.00, we estimated its worth at just
25% or less of that price. Today the shares are suspended but last traded at just over
50 cents. When Wesfarmers announced its proposed takeover of Coles we were on
the soapbox again, warning that the price paid and timing could prove damaging to the
value of Wesfarmers – with the shares likely to follow. With the shares over $40.00 at
the time and now closer to $30.00, shareholders may wonder why we do not short
company’s shares.
In bear markets such activity seems wise but in rising markets, which over the years
tend to dominate, short selling requires impeccable timing and a much stronger fortitude
than I was born with.
We will continue to adhere to our valuation and identification process with the confidence
that it has helped us avoid the calamities (though it is limited in its polygraphing abilities)
and is able to more rationally value companies than the traditional models that remain
well entrenched in my industry.
Market Irrationality
Many investors believe the market is efficient – correctly factoring in all available
information about a company. One might argue however (I certainly will here) that
Clime’s current share price is proof that the efficient market theory is redundant.
Before taking a look at Clime’s share price and its assets, it may be worthwhile revisiting
an alternative framework to the efficient market theory – Benjamin Graham’s Mr Market
Theory.
Benjamin Graham many years ago described the mental attitude toward market
fluctuations that is most conducive to investment success.
He said that you should imagine market quotations as coming from a remarkably
accommodating fellow named Mr. Market who is your partner in a private business.
Without fail, Mr. Market appears daily and names a price at which he will either buy your
interest or sell you his.
Even though the business that the two of you own may have economic characteristics
that are stable, Mr. Market's quotations will be anything but. For, sad to say, the poor
5
fellow has incurable emotional problems. At times he feels euphoric and can see only
the favourable factors affecting the business. When in that mood, he names a very high
buy-sell price because he fears that you will snap up his interest and rob him of
imminent gains. At other times he is depressed and can see nothing but trouble ahead
for both the business and the world. On these occasions he will name a very low price,
since he is terrified that you will unload your interest on him.
Mr. Market has another endearing characteristic: He doesn't mind being ignored. If his
quotation is uninteresting to you today, he will be back with a new one tomorrow.
Transactions are strictly at your option. Under these conditions, the more manic-
depressive his behavior, the better for you.
But, like Cinderella at the ball, you must heed one warning or everything will turn into
pumpkins and mice: Mr. Market is there to serve you, not to guide you. It is his
pocketbook, not his wisdom that you will find useful. If he shows up some day in a
particularly foolish mood, you are free to either ignore him or to take advantage of him,
but it will be disastrous if you fall under his influence.1
As at 30 June 08, Clime Capital ordinary shares were trading at 90 cents. At that date,
Clime’s portfolio was made up of 68 cents cash and the remainder [41 cents] a portfolio
of shares consisting of the following:
Investment Portfolio
$ $ $ % $
Total Effective Market Price @ Unrealised Market
Company Quantity Consideration Cost Price 30/06/08 Gain/(loss) Value
And remember the shares themselves have fallen dramatically from 2007 highs.
1
http://www.sandmansplace.com
6
With CAM shares trading at 90 cents and 68 cents per share represented by cash, the
remaining 41 cents of shares were trading at 22 cents through CAM’s shares. CAM’s
share price reflected a 46% discount to the deeply discounted share portfolio.
With a similar cash weighting, CAM’s ordinary shares continue to trade at a significant
discount to the Company’s net tangible assets as at the date of this report.
It would seem the market remains as schizophrenic and disoriented today as Benjamin
Graham described decades ago.
Outlook
The current market malaise is simply a function of the fact that over extremely long
periods, the performance of the stock market is related to aggregate profits, and
aggregate profit growth over equally long periods should be bound by rates of economic
growth. Over shorter periods the market, in its ‘wisdom’ sometimes gets ahead of itself
and when that happens a correction is the only means by which the situation can be
rectified.
It is presently my view that a sustainable recovery in the share market will require a
rebuilding of consumer confidence, which first requires a rebuilding of personal balance
sheets.
For many years economists told anyone who was listening, high levels of personal debt
held by Australian consumers was not a problem because of high levels of personal
wealth. Much of that personal wealth however has now been eroded by property and
share market falls (which any economist must have known was possible) but the debt
remains, and is now a substantially larger portion of those balance sheets.
Having said that, a great deal of wonderful companies are now displaying share prices
closer to their intrinsic value than I can recall. Perhaps more importantly, the share
prices of many excellent businesses (high ROE, low debt and bright prospects) have
returned to 2004 and 2005 levels, yet those same businesses are worth very much more
than they were then. These are the businesses I am interested in pursuing on your
behalf with the strong sense that in 2018 we will look back on this period as one of rare
opportunity.
Roger Montgomery
Chairman
7
DIRECTORS’ REPORT
Your directors present their report on the Company for the financial year ended 30 June
2008.
Directors
The following persons were Directors of Clime Capital Limited during the whole of the
financial year and up to the date of this report:
Information on Directors
Mr. Roger Montgomery (Age 37) - Executive Chairman
Experience and expertise
Mr. Roger Montgomery is the founder and Managing Director of Clime Asset
Management Pty Limited, an investment management company, dealer and financial
adviser. Mr. Montgomery has more than 15 years’ experience in the Australian securities
and derivatives industry. Prior to his involvement with Clime Asset Management Pty
Limited, Mr. Montgomery was the Managing Director of Investors Advantage Pty Ltd, an
investment education company whose clients have included the ASX, the Sydney
Futures Exchange, the Financial Services Institute of Australasia and a number of
financial institutions and private investors.
Mr. Montgomery holds a Bachelor of Commerce from the University of Melbourne and is
a Senior Fellow of the Financial Services Institute of Australasia.
Special responsibilities
Executive Chairman
Chief Operating Officer
Interests in shares
382,342 ordinary shares in Clime Capital Limited
8
DIRECTORS’ REPORT (continued)
Special responsibilities
None
Interests in shares
361,931 ordinary shares in Clime Capital Limited
9
DIRECTORS’ REPORT (continued)
Special responsibilities
Chairman of Audit Committee
Chairman of Remuneration Committee
Chairman of Nomination Committee
Interests in shares
NIL
Special responsibilities
Member of Audit Committee
Member of Remuneration Committee
Member of Nomination Committee
Interests in shares
33,595 ordinary shares in Clime Capital Limited
10
DIRECTORS’ REPORT (continued)
Company Secretary
The name of the Company Secretary who was in office for the duration of the financial
year is:
Mr. Fellows holds a Bachelor of Commerce from the University of Melbourne and is a
Chartered Accountant, Chartered Company Secretary and a Fellow of the Financial
Services Institute of Australasia.
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:
Principal Activities
The principal activity of the Company during the financial year was investing in securities
listed on the Australian Securities Exchange.
There was no significant change in these activities during the current financial year.
11
DIRECTORS’ REPORT (continued)
Operating Result
The net loss after providing for tax amounted to ($14,928,802) (2007: profit of
$11,500,608).
2008 2007
$ $
Final ordinary dividend paid during the year of 2.75c per share
in respect of the prior financial year (2007: 2.25c per share) 1,026,842 819,562
Special ordinary dividend paid in respect of the 2007 financial
year of 2.00c per share - 734,348
Interim ordinary dividend paid in respect of the 2007 financial
year of 2.50c per share - 924,992
Converting preference share dividend recommended in
respect of the June 07 quarter of 3.0c per share - 229,937
Converting preference share dividend paid in respect of the
September 07 quarter of 4.5c per share 344,906 -
Converting preference share dividend paid in respect of the
December 07 quarter of 4.5c per share 344,906 -
1,716,654 2,708,839
The Company is legally unable to declare a dividend for the year ended 30 June 2008
due to an insufficient level of retained profits. The Company has significant cash
reserves and franking credits, and the Board intends to resume paying dividends as soon
as possible subject to generating sufficient profits in the 2009 financial year.
Review of Operations
Investment income for the period decreased by approximately 201% to negative $17.6
million (FY07: positive $17.4 million). This decrease was primarily caused by realised
and unrealised losses on the investment portfolio of $21.06 million in comparison with
realised and unrealised gains in the prior year of $14.67 million. The most significant
contribution to the current year’s investment losses was a $12.8 million loss recorded on
the company’s investment in Credit Corp Group Limited.
The Board notes that Credit Corp Group Limited is now the subject of potential legal
action funded by IMF (Australia) Ltd on behalf of a group of aggrieved shareholders (of
which Clime Capital is a member) due to alleged misleading and deceptive conduct by
the company and alleged breaches of its continuous disclosure obligations. Clime
Capital disposed of its holding in Credit Corp during February 2008.
12
DIRECTORS’ REPORT (continued)
In accordance with the relief provided by Class Order 98/2395, as issued by the
Australian Securities and Investments Commission, the Company is not required to
reproduce information required in the Directors’ Report if it has been included elsewhere
in the Annual Report. As such, for further analysis of the operations of the Company,
please refer to the Review of Operations beginning on page 4 of this Annual Report.
Future Developments
At this time the Directors are not aware of any developments likely to have a significant
effect upon the operations of the Company.
Environmental Issues
The Company’s operations are not regulated by any significant law of the Commonwealth
or of a State or Territory relating to the environment.
Insurance of Officers
During the financial year, the Company paid a premium for an insurance policy insuring
all Directors and officers against liabilities for costs and expenses incurred by them in
defending any legal proceedings arising out of their conduct while acting in their capacity
as Director or officer of the Company, other than conduct involving a willful breach of duty
in relation to the Company. In accordance with common commercial practice, the
insurance policy prohibits disclosure of the nature of the liability insured against and the
amount of the premium.
13
DIRECTORS’ REPORT (continued)
Non-Audit Services
The Company may decide to employ the auditor on assignments additional to their
statutory duties where the auditor’s expertise and experience with the Company is
important.
Details of the amounts paid or payable to the auditor (Deloitte Touche Tohmatsu) for
audit and non-audit services provided during the year are set out in note 3 of the attached
Financial Report.
The Board of Directors has considered the position and, in accordance with the advice
received from the Audit Committee is satisfied that the provision of the non-audit services
is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The Directors are satisfied that the provision of non-audit
services, as set out in note 3 of the attached Financial Report, did not compromise the
auditor independence requirements of the Corporations Act 2001 for the following
reasons:
• all non-audit services have been reviewed by the Audit Committee to ensure they do
not impact the impartiality and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor
independence as set out in APES 110 Code of Ethics for Professional Accountants.
14
DIRECTORS’ REPORT (continued)
The information provided under headings A-D includes remuneration disclosures that are
required under section 300A of the Corporations Act 2001.
The only two executives employed by the Company, namely Mr. Roger Montgomery and
Mr. Cameron Fellows, are employed in their capacities as Executive Chairman and
Company Secretary respectively.
The management of the investment portfolio has been outsourced to Clime Asset
Management Pty Ltd in accordance with a 25 year management agreement. As such,
the Board does not consider it appropriate or meaningful to provide either a performance-
based or equity-based remuneration component to the Company’s executive
remuneration packages.
Non-Executive Directors
Fees and payments to Non-Executive Directors reflect the demands which are made on,
and the responsibilities of, the Directors. Remuneration of Non-Executive Directors is
determined by the full Board within the maximum amount approved by the shareholders
from time to time. The payments to Non-Executive Directors do not include retirement
benefits other than statutory superannuation. Consultation with Non-Executive Directors
outside their duties as Directors is treated as external consultation and is subject to
additional fees by consent of the Board.
The Company has a policy that Non-Executive Directors are not entitled to retirement
benefits and may not participate in any bonus scheme (where applicable).
15
DIRECTORS’ REPORT (continued)
Directors’ Fees
The current base remuneration was last reviewed with effect from October 2007. The
Non-Executive Directors’ fees are inclusive of committee fees.
Base Remuneration
Structured as a total remuneration package which may be delivered as a combination of
cash and salary-sacrificed superannuation contributions at the executives’ discretion.
B Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors of Clime Capital Limited are set out in the
following tables. With the exception of the Company’s Directors, there are no key
management personnel (as defined in AASB 124 Related Party Disclosures) employed
by the Company.
16
DIRECTORS’ REPORT (continued)
C Service Agreements
Remuneration and other terms of employment for the Executive Directors and other
senior executives are formalised in service agreements with annual adjustments (once
agreed by the Remuneration Committee) notified in writing. Provisions relating to the
term of agreement, periods of notice required for termination and relevant termination
payments are set out below.
17
DIRECTORS’ REPORT (continued)
D Additional Information
Performance of Clime Capital Limited
The tables below set out the summary information regarding the company’s earnings and
movements in shareholder wealth for the five years to 30 June 2008:
30 June 2008 30 June 2007 30 June 2006 30 June 2005 30 June 2004
$ $ $ $1 $1
Investment income (17,618,537) 17,385,671 9,159,343 1,288,794 483,182
Net (loss) / profit pre-tax (18,657,962) 15,637,114 7,803,338 832,145 311,073
Net (loss) / profit post-tax (14,928,802) 11,500,608 5,800,748 620,000 229,686
1
Clime Capital Limited adopted the Australian equivalents to International Financial Reporting Standards
with effect from 1 July 2005, which resulted in various changes to its accounting policies from that date. The
above results for the years ended 30 June 2004 and 30 June 2005 are reported in accordance with Clime
Capital Limited’s previous accounting policies as permitted under Australian Accounting Standards as
applicable at that time.
30 June 2008 30 June 2007 30 June 2006 30 June 2005 30 June 2004
1 1
1
Clime Capital Limited adopted the Australian equivalents to International Financial Reporting Standards
with effect from 1 July 2005, which resulted in various changes to its accounting policies from that date. The
above earnings per share results for the years ended 30 June 2004 and 30 June 2005 are reported in
accordance with Clime Capital Limited’s previous accounting policies as permitted under Australian
Accounting Standards as applicable at that time.
2
Post-tax NTA as at 30 June 2008 of $1.11 per share does not include an additional 5 cents per share of tax
losses which are available for future use by the Company.
3
Fully franked dividends (franked to 100% at 30% corporate tax rate)
4
Declared after each respective balance date and not reflected in the financial statements
18
DIRECTORS’ REPORT (continued)
Roger Montgomery
Chairman
Sydney
29 September 2008
19
CORPORATE GOVERNANCE STATEMENT
This statement outlines the main corporate governance practices adopted by the
Company, which comply with the ASX Corporate Governance Council recommendations
unless otherwise stated.
The Company has a Board and two executive officers (including the Executive Chairman
and Company Secretary). Subject at all times to any written guidelines issued by the
Board of Directors of Clime Capital Limited, the day-to-day management and investment
of funds is primarily carried out by Clime Asset Management Pty Ltd (the Manager) in
accordance with a management agreement.
The role of the Board is to set strategic direction and to be responsible for the overall
corporate governance of the Company which includes:
• to oversee and monitor the performance of the Manager’s compliance with the
management agreement and to ensure that the Manager is monitoring the
performance of other external service providers;
• ensuring adequate internal controls exist and are appropriately monitored for
compliance;
• ensuring significant business risks are identified and appropriately managed;
• approving the interim and final financial statements and related reports and other
communications to the ASX and shareholders; and
• setting appropriate business standards and a code for ethical behaviour.
The Board aims to ensure that all Directors and the Investment Manager act with the
utmost integrity and objectivity, and endeavours to enhance the reputation of the
Company. The Board should act in a manner designed to create and build sustainable
value for shareholders.
Board Processes
The Board will hold two scheduled meetings each year plus any other strategic meetings
as and when necessitated by the Company’s operations. The agenda for meetings is
prepared through the input of the Chairman and the Company Secretary. Standing items
include matters of Compliance and Reporting, Financials, Shareholder Communications
and Investment Strategy and Outcomes. Submissions are circulated in advance.
21
CORPORATE GOVERNANCE STATEMENT (continued)
The names of the Directors of the Company in office at the date of this Statement are set
out in the Directors’ Report.
The Board is comprised of three Non-Executive Directors and one Executive Director.
Two of the Company’s Non-Executive Directors, Mr J Gosse and Mr A Hockey, are also
independent.
(b) who has not within the last three years been employed in an executive capacity by
the Company or been a principal of a professional adviser or consultant to the
Company;
(d) has no material contractual relationship with the Company other than as a Director;
and
(e) is free from any interest or business or other relationship which could materially
interfere with the Director’s ability to act in the best interests of the Company.
The Chairman is not independent. The Board believes that an independent Chairman
does not necessarily improve the function of the Board. The Board believes that in
circumstances where the Chairman is a significant driver behind the business and has a
material stake in its performance, that it can add value to the Company.
All Directors (with the exception of the Managing Director, where applicable) must retire
from office no later than the third annual general meeting (AGM) following their last
election. Any Directors appointed by the Board must be duly appointed at the next AGM.
22
CORPORATE GOVERNANCE STATEMENT (continued)
Nomination Committee
The Nomination Committee oversees the selection and appointment process for
Directors. The Committee annually reviews the composition of the Board and makes
recommendations on the appropriate skill mix, personal qualities, expertise and diversity
required. Where a vacancy exists the Committee develops selection criteria and
generates a list of potential candidates for review, determination of an order of preference
and ultimate selection by the Board or shareholders.
The Nomination Committee comprised the following members during the year:
• J Gosse (Chairman)
• A Hockey
The terms and conditions of the appointment and retirement of non-executive Directors
are set out in a letter of appointment. The performance of all Directors is reviewed
periodically by the Chairman. Directors whose performance is unsatisfactory are asked to
retire.
Remuneration Committee
• J Gosse (Chairman)
• A Hockey
Audit Committee
The Audit Committee has a documented Charter approved by the Board. All members
must be Non-Executive Directors. The Chairman must not also be the Chairman of the
Board. The Committee is responsible for considering the effectiveness of the systems of
internal control and financial reporting. Due to the size and structure of the Board, and
having regard to the number of Non-Executive Directors, it is not currently practicable for
the Audit Committee to consist of more than two members. The Audit Committee met
three times during the year.
• J Gosse (Chairman)
• A Hockey
23
CORPORATE GOVERNANCE STATEMENT (continued)
The Audit Committee also requires the Company’s administrator, FundBPO Pty Ltd, to
report annually on the operation of internal controls.
The external audit firm partner responsible for the Company’s audit attends Audit
Committee meetings by invitation and presents to the Audit Committee twice per year.
The Audit Committee formally reports to the Board after each of its meetings.
External Auditor
The Company and Audit Committee policy is to appoint external auditors who clearly
demonstrate quality and independence. Deloitte Touche Tohmatsu was appointed as the
external auditor in November 2007. It is Deloitte Touche Tohmatsu’s policy to rotate
audit engagement partners on listed companies in accordance with the Corporations Act
2001.
The external auditor is requested to attend the AGM and to be available to answer
shareholder questions about the conduct of the audit and the preparation and content of
the audit report.
The Board acknowledges that it is responsible for the overall system of internal control
but recognises that no cost effective internal control system will preclude all errors and
irregularities. The Board has delegated responsibility for reviewing the risk profile and
reporting on the operation of the internal control system to the Audit Committee.
Risks are identified and assessed by the Company’s Board as well as by the Company’s
auditors. Controls (which may include policies, procedures, reviews, audits and/or
obtaining appropriate insurance) are implemented to deal with risks based on an
assessment of:
24
CORPORATE GOVERNANCE STATEMENT (continued)
• The Company’s ability to minimize the risk of incident and its resultant impact on
the business should a particular risk materialise; and
• The costs of operating particular controls relative to the benefit obtained by
managing the relevant risk.
The Investment Manager, Clime Asset Management Pty Ltd, will report any instances of
control or policy failure or breach to enable the Board to consider whether relevant
controls require reassessment, strengthening or improvement and whether the level of
monitoring by the Audit Committee and the Board is adequate.
• The Company’s financial reports present a true and fair view, in all material
respects, of the Company’s financial position and operational results and are in
accordance with relevant Accounting Standards;
• The statement above is founded on a sound system of risk management and
internal compliance and control which implements the policies adopted by the
Board; and
• The Company’s risk management and internal compliance and control system is
operating efficiently and effectively in all material respects.
Directors and executives are not required to hold a minimum number of shares in order to
hold their positions. All Director and executive shareholdings are disclosed in the
Related Parties note within the Annual Report.
Each Director has the right of access to all relevant Company information and to the
Company’s executives and, subject to prior consultation with the Chairman, may seek
independent professional advice at the entity’s expense. A copy of advice received by the
Director is made available to all other members of the board.
25
CORPORATE GOVERNANCE STATEMENT (continued)
Executive Management
The Company’s operations are primarily conducted through Clime Asset Management
Pty Limited (Investment Manager) and Fund BPO Pty Ltd (Administration Manager).
These entities, together with the Company’s Executive Chairman and Company
Secretary, incorporate the specialist wholesale investment and administration personnel
who undertaken the Company’s executive operations.
The Board has developed a Code of Conduct (the Code) which applies to all Directors
and executives. The Code is reviewed and updated as necessary to ensure it reflects the
highest standards of behaviour and professionalism and the practices necessary to
maintain confidence in the Company’s integrity.
In summary, the Code requires that at all times all company personnel act with the
utmost integrity, objectivity and in compliance with the letter and spirit of both the law and
Company policies.
Shareholder Communications
The Board informs shareholders of all major developments affecting the Company’s state
of affairs.
All information lodged with the ASX is available on the Company’s website at
www.clime.com.au
An Annual Report will be mailed at the close of the financial year to those
shareholders who have elected to receive a hard copy. Alternatively, for those
shareholders who so choose, a link to a copy of the Annual Report on the Company’s
website will be emailed in lieu of a hard copy;
Net asset backing per share is released to the ASX by the 14th day following each
month-end;
26
CORPORATE GOVERNANCE STATEMENT (continued)
Any information of a material nature affecting the Company is disclosed to the market
through release to the ASX as soon as the Company becomes aware of such
information, in accordance with the ASX Continuous Disclosure requirement.
The Board encourages full participation of shareholders at the Annual General Meeting to
ensure a high level of accountability and understanding of the Company’s strategy and
goals.
The following charters and policies are available on request or can be found in the
Corporate Governance section of the Company’s website at www.clime.com.au:
27
CLIME CAPITAL LIMITED
ABN 99 106 282 777
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2008
28
CLIME CAPITAL LIMITED
ABN 99 106 282 777
BALANCE SHEET
AS AT 30 JUNE 2008
2008 2007
Note $ $
ASSETS
Cash and cash equivalents 14(a) 30,762,037 21,643,591
Trade and other receivables 7 443,200 855,035
Financial assets at fair value through profit or loss 8 18,642,082 51,252,788
Deferred tax asset 4(d) 61,327 104,213
Current tax asset 396,186 -
Other assets 9 28,320 19,121
LIABILITIES
Trade and other payables 10 190,525 1,780,165
Current tax liabilities 4(b) - 1,717,245
Deferred tax liabilities 4(c) 63,471 3,850,650
Provisions 11 - 229,937
29
CLIME CAPITAL LIMITED
ABN 99 106 282 777
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2008
2008 2007
Note $ $
Total recognised income and expense for the year (14,928,802) 11,500,608
30
CLIME CAPITAL LIMITED
ABN 99 106 282 777
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2008
31
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
This financial report is a general purpose financial report prepared in accordance with applicable Accounting Standards, including
Australian Accounting Interpretations, the Corporations Act 2001 and other authoritative pronouncements of the Australian
Accounting Standards Board.
Clime Capital Limited is a publicly listed company, incorporated and domiciled in Australia.
The financial report of the company complies with all Australian equivalents to International Financial Reporting Standards (AIFRS)
in their entirety. The financial report is prepared from records of the company on an accrual basis. The directors revalue the
trading portfolio on a daily basis.
The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report.
The accounting policies have been consistently applied, unless otherwise stated.
Accounting policies
(a) Investments
i) Classification
The Company's investments in publicly listed and unlisted companies, and investments in fixed interest securities, are classified as
financial assets at fair value through profit or loss.
It is considered that the information needs of shareholders in a company of this type are better met by stating investments at fair
value rather than historical cost and by presenting the Balance Sheet on a liquidity basis.
ii) Valuation
All investments are classified as "held-for-trading" investments and are recognised at fair value including the potential tax charges
that may arise from the future sale of the investments.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
Realised and unrealised gains and losses arising from changes in the fair value of the 'financial assets at fair value through profit or
loss' category are included in the income statement in the period in which they arise. Realised gains and losses are measured as
the difference between the historical cost of the investments and proceeds from sale.
The impairment loss represents the amount by which the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the asset's fair value less costs to sell.
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items.
It is calculated using the tax rates that have been enacted or are substantively enacted by the reporting date.
32
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised
from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or
taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.
Deferred tax is recognised as an expense or income in the Income Statement except where it relates to items that may be credited
directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which
deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse
change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable
income to enable the benefit to be realised and comply with the conditions of deductibility imposed by law.
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
The net amount of GST recoverable from, or payable to, the ATO is included as an asset or liability in the Balance Sheet.
Cash flows are presented in the Cash Flow Statement on a gross basis, except for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
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.
Potential ordinary shares are anti-dilutive when their conversion to ordinary shares would increase earnings per share or decrease
the loss per share from continuing operations. The calculation of diluted earnings per share does not assume conversion, exercise,
or other issue of potential ordinary shares that would have an anti-dilutive effect on earnings per share.
33
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
(g) Dividends
Provisions for dividends payable are recognised in the reporting period in which they are declared, for the entire undistributed
amount, regardless of the extent to which they will be paid in cash.
(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 effective for 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.
(ii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards
arising from AASB 101.
AASB 101 (Revised) is applicable to annual reporting period beginning on or after 1 January 2009.
The Company has not adopted this standard early. The revised standard requires the presentation of a statement of
comprehensive income and makes changes to the statement of changes in equity. Application of the standard will not affect
any of the amounts recognised in the financial statements.
(iii) Revised AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB
123
Revised AASB 123 is applicable for reporting periods beginning on or after 1 January 2009
The Company has not adopted this standard early. Application of the standard will not affect any of the amounts recognised
in the financial statements, nor will it affect any of the disclosures in the financial report. Application of the standard will
therefore have no impact on the Company's financial statements.
2008 2007
$ $
2. INVESTMENT REVENUE
3. AUDITORS' REMUNERATION
34
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
(5,897,703) 4,136,506
Temporary differences not brought to account 434,546
Tax losses not brought to account 1,733,997 -
Income tax expense/(benefit) relating to ordinary activities (3,729,160) 4,136,506
$ $
63,471 3,850,650
(3,729,160) 4,136,506
35
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
4. TAXATION (cont)
2008 2007
(f) Tax losses $ $
Unused temporary differences for which no deferred tax asset has been recognised 1,448,487 -
Unused tax losses for which no deferred tax asset has been recognised 5,779,990 -
7,228,477 -
5. DIVIDENDS
A fully franked interim dividend on ordinary shares of 2.5 cents per share
paid on 30 March 2007 - 924,992
1,716,654 2,708,839
2007: Since the end of the year, the directors declared a fully franked final
dividend of 2.75 cents per share payable on 15 October 2007. - 1,026,842
2007: Subsequent to year end, the franking account will be reduced by the
proposed final dividend to be paid on 15 October 2007 - (440,075)
2,261,436 1,614,801
The tax rate at which paid dividends have been franked is 30% (2007: 30%)
36
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
2008 2007
$ $
6. EARNINGS PER SHARE
Add:
Weighted average number of converting preference shares on issue 1 0 1,204,442
Weighted average number of shares used in the calculation of
diluted earnings per share 37,542,361 38,085,978
1
7,664,573 potential fully paid ordinary shares (representing the number of converting preference shares on issue during the year)
have been excluded from the calculation of diluted earnings per share for the year ended 30 June 2008 because the impact of their
inclusion would be anti-dilutive. Refer note 1(e)(ii) for further information.
37
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
2008 2007
$ $
9. OTHER ASSETS
11. PROVISIONS
2008 2007
Number of shares Number of shares
(a) Ordinary shares
Balance at beginning of the year 37,339,717 36,424,891 34,079,798 33,119,171
Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1
July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par
value.
38
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to vote at shareholders
meetings. In the event of winding up the Company, ordinary shareholders rank after all other shareholders and creditors and are
fully entitled to any proceeds on liquidation.
Holders of converting preference shares carry a right to be paid a quarterly dividend equal to 7.5% of the issue price annually,
subject to the availability of profits and the Directors, at their discretion, determining to pay that dividend. The dividends payable are
non-cumulative.
The converting preference shares automatically convert into ordinary shares in ten years, or sooner at the option of the holder. The
converting preference shares are non-redeemable. In the event of winding up the Company, converting preference shareholders
will rank ahead of Clime ordinary shareholders to the extent of the paid-up capital on the preference shares plus accrued but unpaid
dividends.
Holders of converting preference shares are entitled to vote at shareholders' meetings in certain circumstances as outlined in the
Prospectus dated 16 March 2007.
For the purpose of the Cash Flow Statement, cash includes cash at bank, cash held by
the custodian and cash held in short-term bank deposits. Cash at the end of the year
shown in the Cash Flow Statement is reconciled to the Balance Sheet as follows:-
The weighted average interest rate for cash and short-term deposits as at 30 June 2008 is 7.84% (2007: 6.35%).
39
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
2008 2007
$ $
14. CASH FLOW INFORMATION
All transactions with related entities were made on normal commercial terms and conditions no more favourable than transactions
with other parties unless otherwise stated.
Clime Asset Management Pty Ltd - Mr Roger J Montgomery note (c)(i) 466,887 1,119,878
Boutique Asset Management Pty Ltd - Mr Geoffrey J Wilson note (c)(ii) 155,629 132,428
622,516 1,252,306
As at 30 June 2008, $85,769 (2007: $842,219) of the year's management and performance fees remain unpaid and within
payables.
(b) Dividends
All dividends paid and payable by the Company to Directors and Director related entities are on the same basis as to other
shareholders.
The investment management agreement entered into by the Company with the Investment Manager is for an initial period of 25
years commencing from the date of listing. The Company must pay a management fee of 1.00% of gross assets per annum to the
Investment Manager, or to the party it directs, in respect of investment management services. A performance fee will also be
payable on an annual basis in circumstances where the Investment Manager has generated returns in excess of the benchmark
index.
Boutique Asset Management Pty Ltd, a company associated with Mr Geoffrey Wilson, has an assignment from the Investment
Manager to receive 25% of all management fees payable by the Company under the Management Agreement.
40
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
2008 2007
$ $
(b) Shareholdings
Ordinary Shares
Roger Montgomery (Chairman) 321,893 60,449 382,342
Anthony Hockey 57,737 (24,142) 33,595
Geoffrey Wilson 361,931 - 361,931
Julian Gosse - - -
741,561 36,307 777,868
Ordinary Shares
Roger Montgomery (Chairman) 223,449 98,444 321,893
Anthony Hockey 54,167 3,570 57,737
Geoffrey Wilson 361,931 - 361,931
Julian Gosse - - -
639,547 102,014 741,561
41
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
Risks arising from holding financial instruments are inherent in the Company's activities, and are managed through a process of
ongoing identification, measurement and monitoring. The Company is exposed to credit risk, liquidity risk and market risk. The
Company is responsible for identifying and controlling the risks that arise from these financial instruments.
The risks are measured using a method that reflects the expected impact on the results and net assets attributable to unitholders of
the Company from reasonably possible changes in the relevant risk variables. Information about these risk exposures at the
reporting date, measured on this basis, is disclosed below. Information about the total fair value of financial instruments exposed to
risk, as well as compliance with established investment mandate limits, is also monitored by the Company. These mandate limits
reflect the investment strategy and market environment of the Company, as well as the level of risk that the Company is willing to
accept, with additional emphasis on selected industries.
This information is prepared and reported to relevant parties within the Company on a regular basis as deemed appropriate.
Concentrations of risk arise when a number of financial instruments or contracts are entered into with the same counterparty, or
where a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have
similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in
economic, political or other conditions.
In order to avoid excessive concentrations of risk, the Company monitors its exposure to ensure concentrations of risk remain within
acceptable levels and either reduces exposure or uses derivative instruments to manage the excessive risk concentrations when
they arise.
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. This risk
is controlled through the Company’s investment in financial instruments, which under market conditions are readily convertible to
cash. In addition, the Company maintains sufficient cash and cash equivalents to meet normal operating requirements.
By its nature, as a listed investment company that invests in tradeable securities, the Company will always be subject to market risk
as it invests its capital in securities which are not risk free. The market prices of these securities can and do fluctuate in
accordance with multiple factors.
The Company seeks to reduce market risk by attempting to invest in equity securities where there is a significant 'margin of safety'
between the underlying companies' value and share price. The Company does not have set parameters as to a minimum or
maximum margin of safety, nor does it have set paramaters regarding a minimum or maximum amount of the portfolio that can be
invested in a single company or sector.
The Company's exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets
are disclosed in the relevant note.
At balance date, the Company has a significant proportion of its assets held in interest-bearing bank accounts and deposits at
call. As such, the Company's revenues and assets are subject to interest-rate risk to the extent that the cash rate falls over
any given period. Given that the Company does not have - nor has it ever had - any material interest-bearing liabilities at
balance date, however, the Investment Manager does not consider it necessary to hedge the Company's exposure to interest
rate risk.
42
CLIME CAPITAL LIMITED
ABN 99 106 282 777
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
The table below summarises the pre-tax impact of both a decrease and increase in interest rates by 100 basis points. The
analysis is based on the assumption that the change is based on the weighted average rate of interest on cash at bank and
cash on deposit for the year (7.84% weighted average interest rate in 2008, and 6.35% weighted average interest rate in
2007).
2008 2007
Change in Effect on pre-tax Chage in Effect on pre-tax
interest rate profit ($) interest rate profit ($)
The table below summaries the pre-tax impact of both a general fall and general rise in market prices by 10%. The analysis
is based on the assumption that the movements are spread equally over all assets in the investment portfolio.
2008 2007
Change in equity Effect on pre-tax Change in equity Effect on pre-tax
price profit ($) price profit ($)
The Company has no material contingent liabilities or contingent assets as at the time of this report.
No dividends have been recommended by the Directors subsequent to the end of the financial year.
No matters or circumstances have arisen since the end of the financial year which significantly affected, or may significantly affect,
the operations of the Company, the results of those operations or the state of affairs of the company in future financial years.
The registered office and principal place of business of the Company is:
Suite 1, Level 1
7 Macquarie Place
SYDNEY NSW 2000
43
CLIME CAPITAL LIMITED
ABN 99 106 282 777
DIRECTORS’ DECLARATION
(a) in the Directors’ opinion, the financial statements and notes for the financial year
ended 30 June 2008 are in accordance with the Corporations Act 2001, including:
(b) in the Directors’ opinion there are reasonable grounds to believe that the
company will be able to pay its debts as and when they become due and payable;
and
(c) the Directors have been given the declarations required by section 295A of the
Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors and is
signed for and on behalf of the Directors by:
Roger Montgomery
Chairman
Date: 29 September 2008
44
ASX ADDITIONAL INFORMATION
DETAILS OF SHAREHOLDERS
The shareholder information set out below was applicable as at 15 September 2008.
A. Distribution of Equity Securities
Analysis of numbers of equity security holders by size of holding:
Fully Paid Ordinary Shares No. of Holders
1 - 1,000 111
1,001 - 5,000 422
5,001 - 10,000 283
10,001 - 100,000 647
100,001 and over 73
1,536
1 - 1,000 55
1,001 - 5,000 346
5,001 - 10,000 217
10,001 - 100,000 154
100,001 and over 5
777
No. of Percentage
Name Shares of issued
shares
47
Converting Preference Shares
No. of Percentage
Name Shares of issued
shares
C. Substantial Holders
Substantial holders in the company are set out below (based on voting interest in fully paid ordinary
shares only):
Number held Percentage
Ordinary Shares
Clime Investment Management Limited 4,186,024 11.13%
D. Voting Rights
The voting rights attaching to each class of equity securities are set out below:
(a) Fully Paid Ordinary Shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(b) Converting Preference Shares
One vote for each share held, but limited to matters affecting the rights of such shares.
48