Australian Foundation Investment Company Limited logo

2020 Annual Reports and Annual General Meeting Materials

AGM31 August 2020AFIFinancials

31 August 2020



The Manager

ASX Market Announcements

Australian Securities Exchange

Exchange Centre

Level 4

20 Bridge Street

Sydney NSW 2000




Electronic Lodgement



Australian Foundation Investment Company Limited

2020 Annual Reports and Annual General Meeting Materials



Dear Sir / Madam


Please find attached the 2020 Statutory Annual Report, Annual Shareholder

Review and Annual General Meeting Materials being sent to shareholders.



Yours faithfully



Matthew Rowe

Company Secretary


Authorised by the Company Secretary

Annual
Report

20

20

Contents
2 DIRECTORS’

REPORT

2 5 Year Summary

3 About the Company

4 Review of Operations

and Activities

10 Top 25 Investments

11 Company Position

12 Board Members

15 Senior Executives

16 Remuneration Report

34 Non-audit Services

35 Auditor’s Independence

Declaration


36 FINANCIAL

STATEMENTS

37 Consolidated Income Statement

38 Consolidated Statement of

Comprehensive Income

39 Consolidated Balance Sheet

40 Consolidated Statement

of Changes in Equity

42 Consolidated Cash Flow

Statement

43 NOTES TO

THE FINANCIAL

STATEMENTS

43 A. Understanding AFIC’s

Financial Performance

47 B. Costs, Tax and Risk

50 C. Unrecognised Items

51 D. Balance Sheet

Reconciliations

53 E. Income Statement

Reconciliations

54 F. Further Information

60 DIRECTORS’

DECLARATION

61 INDEPENDENT

AUDIT REPORT

66 OTHER

INFORMATION

66 Information About Shareholders

66 Major Shareholders

67 Sub-underwriting

67 Substantial Shareholders

67 Transactions in Securities

68 Major Transactions in the

Investment Portfolio

69 Holdings of Securities

71 Issues of Securities

72 Company Particulars

73 Shareholder Meetings

Australian Foundation Investment Company Limited ABN 56 004 147 120

AUSTRALIAN FOUNDATION

INVESTMENT COMPANY

IS A LISTED INVESTMENT

COMPANY INVESTING

IN AUSTRALIAN AND

NEW ZEALAND EQUITIES.

Year in Summary
* Assumes a shareholder can take full advantage of the franking credits.

Profit for

the Year

$240.4m

$406.4m in 2019.

Down 40.8%, excluding

one-off items in 2019

down 12 %

Total

Shareholder

Return

2.9%

Share price plus

dividend, including

franking*

Management

Expense

Ratio

0.13%

0.13%

in 2019

Total

Portfolio

Return

- 3 .1%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

-6.6%

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

32 cents total

in 2019 including

8 cent special dividend

2020

Total

Portfolio

$7.2b

Including cash at

30 June $7.8 billion

in 2019

1Australian Foundation Investment Company Limited Annual Report 2020

DIRECTORS’ REPORT
5 Year Summary

Net Profit After Tax

($ Million)

2019

2018

2017

2016

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(e)

Net Asset Backing Per Share

($)

(d)

Number of Shareholders

(30 June)

265.8

272.2134.2

(a)

279.0

245.3

2020

240.4

2019

2018

2017

2016

5.50

6.49

6.27

5.89

2020

5.96

2019

2018

2017

2016

113,482

138,671

129,948

119,463

2020

153,588

2019

2018

2017

2016

24

32

(c)

24

24

24

2020

24

2019

2018

2017

2016

23.8

34.0

23.6

21.3

2020

19.9

2019

2018

2017

2016

6,250

7,566

7,274

6,790

2020

7,122

8

(c)

Notes

(a) Participation in the Rio Tinto and BHP off-market share buy backs, special dividends and the receipt of a dividend because of the Coles demerger

from Wesfarmers.

(b) All dividends were fully franked. The LIC attributable gain attached to the dividend was 2020: 7.14 cents, 2019: 7.14 cents, 2018: 2.86 cents, 2017: nil,

2016: 2.1 cents.

(c) 8 cents fully franked special dividend paid with the interim dividend.

(d) Net asset backing per share based on year-end data before the provision for the final dividend. The figures do not include a provision for capital gains

tax that would apply if all securities held as non-current investments had been sold at balance date as Directors do not intend to dispose of the portfolio.

(e) Excludes cash.

2Australian Foundation Investment Company Limited Annual Report 2020

About the Company
Australian Foundation Investment Company (AFIC)

is a listed investment company investing in Australian

and New Zealand equities.

Investment Objectives

The Company aims to provide shareholders with attractive

investment returns through access to a growing stream

of fully franked dividends and growth in capital invested.

The Company’s primary investment goals are:

• to pay dividends which, over time, grow faster than

the rate of inflation; and

• to provide attractive total returns over the medium

to long term.

How AFIC Invests – What We Look For in Companies

A portfolio that

is managed to

achieve long term

capital and dividend

growth

Quality FirstGrowth

Including dividends

Value

Approach to Investing

The investment philosophy is built

on taking a medium to long term view

on companies in a diversified portfolio

with an emphasis on identifying quality

companies that are likely to sustainably

grow their earnings and dividends over

this time frame.

Quality in this context is an outcome

of our assessment of the board and

management as well as some key

financial metrics. These include

return on

capital employed, return on equity, the level

of gearing in the balance sheet, margins

and free cash flow. The structure of the

industry and a company’s competitive

position in this industry is also an

important indicator of quality. Linked to

this assessment of quality is the ability

of companies to grow earnings over time,

which ultimately should produce good

dividend growth.

As a long term investor, Environmental,

Social and Governance (ESG) analysis

is integrated into AFIC’s investment

framework:

• AFIC will seek to invest in companies

that have strong governance and risk

management processes that include

environmental and social risks.

• The remuneration structures proposed

and used by the Boards of the

companies in which AFIC invests

are assessed as we are seeking

remuneration plans and outcomes

that align with AFIC’s (and AFIC’s

own investors) interests as long term

shareholders.

• AFIC supports engagement with

its investee companies on these

issues, and will vote as shareholders

accordingly.

Recognising value is also an important

aspect of sound long term investing.

Short term measures such as the price

earnings ratio, price to book or price to

sales may be of some value, but aren’t

necessarily strong predictors of future

performance. Our assessment of value

tries to capture the opportunity a business

has to prosper and thrive over the

medium to long term.

In building the investment portfolio in this

way, we believe we can offer investors a

well-diversified portfolio of high-quality

companies that is intended to deliver total

returns ahead of the Australian equity

market and with less volatility over

the long term.

The Company also uses options

written against a small proportion of its

investments and a small trading portfolio

to generate additional income.

From time to time, some borrowings

may be used where potential investment

returns justify the use of debt. This is

managed within very conservative limits,

as determined by the Board.

AFIC is managed for the benefit of its

shareholders with fees based on the

recovery of costs rather than as a fixed

percentage of the portfolio. There are no

performance fees. As a result, the benefit

of scale over time results in a very low

expense ratio for investors. For the

12 months to 30 June 2020 this was

0.13 per cent, or 13 cents for each

$100 invested.

3Australian Foundation Investment Company Limited Annual Report 2020

Review of Operations and Activities
Profit and Dividend

The full year profit was $240.4 million.

The profit for the corresponding period

last year was $406.4 million. Investment

income was down, as a number of one-

off items were not repeated this year.

This included participation in the Rio Tinto

and BHP off-market share buy-backs,

special dividends and the receipt of a

dividend because of the Coles demerger

from Wesfarmers ($134.2 million in total).

In addition, several companies reduced

or deferred dividends in the second half

of the year, which also meant a fall in

dividend income.

The trading portfolio recorded a profit

of $9.7 million as some placements,

where the Company was satisfied with

its existing holding, were sold for a profit

and there was an increased contribution

from option activity. In the corresponding

period, last year, this portfolio recorded

a loss of $4.7 million.

Earnings per share were 19.9 cents,

down from 34.0 cents (22.7 cents

excluding one off items last year). AFIC,

as a long-standing listed investment

company, has reserves that can be used

in more difficult conditions. Drawing upon

these reserves, the final dividend was

maintained at 14 cents per share fully

franked despite the fall in income in the

second half. Total fully franked dividends

applicable for the year are 24 cents per

share. Last financial year total dividends

were 32 cents per share. This included

a special interim dividend of 8 cents

per share. No special dividend has

been paid this year.

Five cents of the final dividend are

sourced from taxable capital gains,

on which the Company has paid or

will pay tax. The amount of the pre-tax

attributable gain on this portion of the

dividend, known as an ‘LIC capital gain’,

is therefore 7.14 cents. The enables some

shareholders to claim a tax deduction in

their tax return.

Market and Portfolio

Performance

Economic conditions have been

extremely challenging for many

businesses, as the fallout from the

COVID-19 outbreak negatively impacts

many Australians. Equity markets have

also been very volatile following the all-

time highs reached in late February, as

governments and central banks try and

respond to deteriorating conditions and

control of the virus remains uncertain.

The Australian share market was on track

for a very strong year until the world was

unexpectedly hit with the COVID-19 virus

in the early part of the 2020 calendar

year. From the market peak in February

through to the low point for the year in late

March, the S&P/ASX 200 price index was

down 36.5 per cent. Surprisingly, despite

the significant decline in economic

conditions, the S&P/ASX 200 price index

increased 29.7 per cent from this

4Australian Foundation Investment Company Limited Annual Report 2020

7,000
6,500

6,000

5,500

5,000

4,500

Jul 19

Aug 19

Sep 19

Oct 19

Nov 19

Dec 19

Jan 20

Feb 20

Mar 20

Apr 20

May 20

Jun 20

low point until the end of the financial

year (Figure 1), driven primarily by

an expansion in market valuations.

In these volatile market conditions, the

positioning of the portfolio to ensure

quality companies with strong industry

positions formed the core of the portfolio

has lessened the impact of the negative

market. Portfolio return for the year,

including franking, was negative 3.1 per

cent. Including franking, the S&P/ASX 200

Accumulation Index was down 6.6 per cent

(Figure 2).

Companies in the portfolio that

contributed strongly to relative returns

through the 12-month period were CSL,

Wesfarmers, Fisher & Paykel Healthcare,

ResMed, James Hardie Industries, Xero,

NEXTDC and Carsales.com. In contrast,

the major banks and energy exposures

through Oil Search and Woodside

Petroleum significantly underperformed.

Figure 1: Performance of the S&P/ASX 200 Price Index for the Financial Year

5Australian Foundation Investment Company Limited Annual Report 2020

Within the negative return from the market
for the year, Healthcare continued to hold

its ground given the strong performance

of companies such as CSL, ResMed and

Fisher & Paykel Healthcare. Information

Technology rebounded strongly, driven

largely by the uplift in the share price

of Afterpay (which AFIC does not hold),

and the performance of Xero and

NEXTDC. In contrast, financials were

down because of the significant pressure

on the major banks and energy was

impacted by the large fall in the oil price

(Figure 3).

The long term performance of the

portfolio, which is more aligned with

the Company’s investment timeframes,

was 9.3 per cent per annum for the 10

years to 30 June 2020. This is in line with

the Index return over the same period

of 9.4 per cent. Both of these figures

include the benefit of franking. AFIC’s

performance numbers are after costs.

Review of Operations and Activities

continued

Figure 3: Performance of Selected Sectors of the Market

Financials Healthcare EnergyInformation Technology

Jul 19

Aug 19

Sep 19

Oct 19

Nov 19

Dec 19

Jan 20

Feb 20

Mar 20

Apr 20

May 20

Jun 20

160

140

120

100

80

60

40

10 year return5 year return1 year return

-3.1%

-6.6%

7.5%

6.7%

9.3%

9.4%

Net asset per share growth plus

dividends, including franking

S&P/ASX 200 Accumulation

Index, including franking

Figure 2: Portfolio Performance* – Per Annum Returns to 30 June 2020

* Assumes an investor can take full advantage of the franking credits.

6Australian Foundation Investment Company Limited Annual Report 2020

7Australian Foundation Investment Company Limited Annual Report 2020

Positioning the Portfolio
During the period, AFIC continued to

adjust the portfolio and took advantage

of the decline in share prices to increase

holdings in companies it wanted to own

more of. This included participation in

the recent deeply discounted capital

raisings that have occurred.

As a result, a number of purchases were

undertaken during the year. This included

placements in National Australia Bank,

Cochlear, Auckland International Airport,

Oil Search, NEXTDC, Ramsay Health

Care, Reece and Qube Holdings. Major

additions included Goodman Group,

Telstra (to bring some income into the

portfolio), Macquarie Group, Cleanaway

and Sydney Airport. While there has been

a reduction in the number of holdings

in the portfolio over the year from 76 to

61, three new companies (listed below)

were added, given we consider the

long term opportunity for each

business to be attractive:

• Altium is an American domiciled,

Australian owned software company

that provides PC-based electronics

design software for engineers who

design printed circuit boards.

• Netwealth provides independent

investment platform services to

institutional, corporate and retail clients.

• Ryman Health Care engages in the

provision of integrated retirement

villages for the elderly. It offers

independent living, serviced apartment,

rest home, hospital, dementia, and

short term care. It operates throughout

New Zealand and Australia.

Major sales included the complete

disposal of holdings in Treasury Wine

Estates, Suncorp Group, Scentre Group,

Adelaide Brighton and Perpetual, as

these funds were deployed elsewhere in

the portfolio. There was also some small

trimming of the position in James Hardie

Industries, although it remains a major

holding in the portfolio.

Figure 4 highlights the profile of AFIC’s

portfolio by the various sectors of the

market at the end of the financial year

and how it differs from the Index.

Share Price Return

The share price return, including

reinvestment of dividends and franking

credits, over the 12 months to 30 June

2020 was 2.9 per cent, which is ahead

of the portfolio return for the year. The

share price was trading at a premium

of 2.2 per cent to the net asset backing

(before tax on unrealised gains) at the

end of June 2020, whereas at 30 June

2019 the discount was 3.7 per cent

(Figure 5). During this period the net

asset backing figure, including franking,

fell 3.1 per cent.

Whilst the share price can often fluctuate

between a premium and discount to net

asset backing, over the long term the

share price return normally aligns with

the portfolio return.

Review of Operations and Activities

continued

Figure 5: Share Price Premium/Discount to Net Asset Backing

15%

-10%

-5%

0%

5%

10%

Jun 09

Jun 10

Jun 11

Jun 12

Jun 13

Jun 14

Jun 15

Jun 16

Jun 17

Jun 18

Jun 19

Jun 20

AFIC portfolio weightS&P/ASX 200 Index weight

17.2%16.6%15.9%15.8%8.3%6.0%1.0%4.6%3.0%4.4%1.5%1.7%4.0%

20%

15%

10%

5%

0%

Banks

Healthcare

Industrials

Materials

Energy

Real

Estate

Cash

Utilities

Other

Financials

Consumer

Discretionary

Consumer

Staples

Communication

Services

Information

Technology

Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index

as at 30 June 2020

8Australian Foundation Investment Company Limited Annual Report 2020

Times
Source: FactSet

20

19

18

17

16

15

14

13

2015

2016201720182019

2020

5-year average 15.9

Figure 6: Valuation of the Market – Price Earnings Ratio of the S&P/ASX 200 Index

Outlook

As we move into the new financial year,

the outlook remains unclear as companies

face an extremely difficult operating

environment. While recent fiscal and

monetary support has provided some

breathing space for the economy, the

environment moving forward is going to

be largely dictated by the progress made

on suppressing COVID-19 in Australia

and across the globe.

In this environment, despite very low

interest rates and the significant income

support provided by governments,

it is difficult to reconcile the expansion

of market valuations (Figure 6) with the

pressure company profits and dividends

are likely to remain under. Given the

strength of the market since the lows

recorded in March and the further

adjustments that have been made to the

portfolio during this market weakness,

we are content to be patient. We believe

the portfolio is well positioned to withstand

further volatility given the high quality of

companies in the portfolio.

9Australian Foundation Investment Company Limited Annual Report 2020

Includes investments held in both the investment and trading portfolios.

Value at Closing Prices at 30 June 2020

Total Value

$ Million

% of the

Portfolio

1CSL 608.58.5

2Commonwealth Bank of Australia548.47.7

3BHP Group*498.87.0

4Wesfarmers 330.54.6

5Transurban Group326.94.6

6Westpac Banking Corporation286.94.0

7Macquarie Group 257.33.6

8National Australia Bank 235.33.3

9Woolworths Group 211.33.0

10Rio Tinto*195.82.7

11Amcor174.62.5

12Australia and New Zealand Banking Group 171.32.4

13Telstra Corporation*170.62.4

14James Hardie Industries 142.82.0

15Ramsay Health Care 134.41.9

16Brambles131.91.9

17Sonic Healthcare123.41.7

18Sydney Airport 121.61.7

19Coles Group121.31.7

20Mainfreight120.41.7

21Fisher & Paykel Healthcare Corporation114.41.6

22ResMed108.41.5

23Qube Holdings102.71.4

24Goodman Group99.31.4

25Woodside Petroleum96.61.4

Total5,433.4

As percentage of total portfolio value (excludes cash)76.3%

* Indicates that options were outstanding against part of the holding.

Top 25 Investments

As at 30 June 2020

10Australian Foundation Investment Company Limited Annual Report 2020

Capital Changes
The following changes occurred to the

Company’ share capital during the year:

• Under the Company’s Dividend

Substitution Share Plan, 622,283 new

shares were issued at nil cost in August

2019 and 468,445 new shares were issued

at nil cost in February 2020.

• Under the Company’s Dividend

Reinvestment Plan, 5,540,584 new shares

were issued at a price of $6.21 in August

2019 and 3,584,713 new shares were

issued at a price of $6.93 in February 2020.

The Company’s buy-back facility remains

open although no shares were bought back

during the year.

The Company’s contributed equity, net

of share issue costs, rose $59.1 million

to $2.9 billion. At the close of the year the

Company had 1,210 million shares on issue.

Dividends

Directors have declared a fully franked final

dividend of 14 cents per share, the same as

last year.

The dividends paid during the year ended

30 June 2020 were as follows:

$’000

Final dividend for the year

ended 30 June 2019 of 14

cents fully franked at 30% paid

29 August 2019

164,150

Interim dividend for the year

ended 30 June 2020 of 10

cents per share fully franked at

30%, paid 24 February 2020

117,377

281,527

Dividend Substitution Share

Plan (‘DSSP’)

The Company has in place a Dividend

Substitution Share Plan.

This enables shareholders to elect to receive

shares in the Company instead of dividends,

forgoing any franking credit & LIC gains that

would otherwise be attached to the dividend

but deferring any tax due on the receipt

of such shares (for Australian tax-payers)

until such time as the shareholding is sold.

Shareholders will need to seek their own

taxation advice in determining if this Plan

is suitable for them.

Further details are available on the

Company’s website or by request from

the Company’s Share Registrar.

Financial Condition

The Company’s primary source of funds

consists of its shareholders’ funds. The

Company also had agreements with

Commonwealth Bank of Australia for loan

facilities totalling $250 million (see Note D2).

At various points during the year, some of

these facilities were drawn down. The Board

takes a prudent and conservative approach

to the use of borrowed funds. Currently, when

used, they are maintained within a limit of

10 per cent of total assets. As at 30 June

2020, the facilities are undrawn.

Listed Investment Company

Capital Gains

Listed Investment Companies (LIC) which

make capital gains on the sale of investments

held for more than one year are able to attach

to their dividends an LIC capital gains amount

which some shareholders are able to use to

claim a tax deduction. This is called an ‘LIC

capital gain attributable part’. The purpose of

this is to put shareholders in Listed Investment

Companies on a similar footing with holders

of managed investment trusts with respect to

Capital Gains Tax on the sale of underlying

investments.

Tax legislation sets out the definition of a

‘Listed Investment Company’ which AFIC

satisfies. Furthermore, from time to time

the Company sells securities out of the

investment portfolio held for more than one

year which may result in capital gains being

made and tax being paid. The Company

is therefore on occasion in a position to be

able to make available to shareholders a

LIC capital gain attributable part with our

dividends.

In respect of this year’s final dividend of

14.0 cents per share for the year ended

30 June 2020, it carries with it a 7.14 cents

per share LIC capital gain attributable part

(2019: 7.14 cents). The amount which

shareholders may be able to claim as a

tax deduction depends on their individual

situation. Further details are provided in

the dividend statements.

Likely Developments

The Company intends to continue investing

on behalf of its shareholders as it has been

doing since 1928. The results of these

investment activities will depend upon the

performance of the companies and securities

in which we invest. Their performance in

turn depends on many economic factors

(macro, which include economic growth

rates, inflation, interest rates, exchange

rates and taxation levels and micro which

includes industry economics and competitive

behaviour) and their approach to, and

management of, material Environmental,

Social and Governance (‘ESG’) risks.

We do not believe it is possible or appropriate

to make a prediction on the future course

of markets or the performance of our

investments. Accordingly, we do not provide

a forecast of the likely results of our activities.

However, the Company’s focus is on

results over the medium to long term and

its twin objectives are to grow dividends at

a rate faster than inflation and to provide

shareholders with attractive capital growth.

Significant Changes in the

State of Affairs

Directors are not aware of any other

significant changes in the operations of

the Company, or the environment in which

it operates, that will adversely affect the

results in subsequent years.

Events Since Balance Date

The Directors are not aware of any matter or

circumstance not otherwise disclosed in the

financial statements or the Directors’ Report

which has arisen since the end of the financial

year that has affected or may affect the

operations, or the results of those operations,

or the state of affairs of the Company in

subsequent financial years.

Environmental Regulations

The Company’s operations are such that

they are not directly materially affected by

environmental regulations.

Rounding of Amounts

The Company is of the kind referred to in the

ASIC Corporations (Rounding in Financial/

Directors’ Reports) Instrument 2016/191,

relating to the ‘rounding off’ of amounts in

the financial report. Amounts in the financial

report have been rounded off in accordance

with that Instrument, to the nearest thousand

dollars, or in certain cases, to the nearest

dollar.

Corporate Governance

Statement

The Company’s Corporate Governance

Statement for the financial year ended

30 June 2020 will be found on the

Company’s website at:

www.afi.com.au/corporate-governance

As an overseas listed issuer on the New

Zealand Stock Exchange (NZX), the Company

is generally deemed to comply with the NZX

Listing Rules provided that the Company

remains listed on the ASX, complies with the

ASX Listing Rules and provides the NZX with

all the information and notices that it provides

to the ASX.

Company Position

11Australian Foundation Investment Company Limited Annual Report 2020

Chairman of the Investment and Nomination Committees. Member of
the Remuneration and Audit Committees. Director of the Company’s

subsidiary, Australian Investment Company Services Limited (AICS).

Mr Paterson is a company Director who was appointed to the Board in

June 2005 and Chairman in 2018. He was a former Alternate Director

of the Company for Mr Campbell from April 1987 to June 2005. He is

Chairman of Djerriwarrh Investments Limited. He was formerly a Director

of Goldman Sachs JBWere and is a former member of the Board of

Guardians of Australia’s Future Fund.

Member of the Investment Committee. Director of the Company’s

subsidiary, Australian Investment Company Services Limited (AICS).

Mr Barker transitioned to a Non-Executive Director in January 2018

having been appointed Chief Executive Officer of the Company in February

2001 and Managing Director in October 2001 and prior to that he was an

Alternate Director of the Company since April 1987. He is a Non-Executive

Director of AMCIL Limited, Mirrabooka Investments Limited and AICS

(Australian Investment Company Services Limited), Chairman of Melbourne

Business School Ltd and an Advisory Board member of the Faculty of

Business and Economics at the University of Melbourne.

Managing Director of the Company’s subsidiary, Australian Investment

Company Services Limited (AICS). Member of the Investment Committee.

Mr Freeman became Chief Executive Officer and Managing Director

in January 2018 having been Chief Investment Officer since joining the

Company in February 2007. Prior to this he was a Partner with Goldman

Sachs JBWere where he spent 12 years advising the Investment

Companies on their investment and dealing activities. He has a deep

knowledge and experience of investments markets and the Company’s

approaches, policies and processes. He is also Managing Director

of Djerriwarrh Investments Limited, AMCIL Limited and Mirrabooka

Investments Limited.

Member of the Investment and Nomination Committees.

Ms Dee-Bradbury was previously Chief Executive Officer/President of

Developed Markets (Asia Pacific and ANZ) for Mondelez from 2010 to

2014. Before joining Mondelez Ms Dee-Bradbury was Group CEO of the

global Barbeques Galore group, and has held other senior executive roles

in organisations including Maxxium, Burger King Corporation and Lion

Nathan/Pepsi Cola Bottlers. Ms Dee-Bradbury is a Non-Executive Director

of BlueScope Steel Limited (appointed April 2014), a Director of Energy

Australia Holdings following her appointment in April 2017, an inaugural

member of the Business Advisory Board at Monash Business School

and a member of Chief Executive Women and of the Women Corporate

Directors Foundation. Ms Dee-Bradbury was formerly a Non-Executive

Director of Grain Corp Limited (from 2014 to 2020) and Tower Limited

(NZ) until her resignation in 2016 and a former member of the Federal

Government’s Asian Century Strategic Advisory Board.

John Paterson

Chairman and

Independent

Non-Executive

Director

BCom (Hons) (Melb),

CPA, F Fin

Ross E Barker

Non-Executive

Director

BSc (Hons) (Melb),

MBA (Melb), F Fin

Mark Freeman

Managing Director

BE, MBA, Grad Dip

App Fin (Sec Inst),

AMP (INSEAD)

Rebecca

Dee-Bradbury

Independent

Non-Executive

Director

BBus, GAICD

Board Members

12Australian Foundation Investment Company Limited Annual Report 2020

Chairman of the Remuneration Committee.

Mr Liebelt was appointed to the Board in June 2012. He is Chairman of

Amcor Limited, a Director of Australia and New Zealand Banking Group

Limited, and a Director of Carey Baptist Grammar School. He is a Fellow

of the Australian Academy of Technological Sciences and Engineering and

a Fellow of the Australian Institute of Company Directors. He was formerly

Chairman and Director of DuluxGroup Limited, Chairman and Director of

the Global Foundation, Deputy Chairman of Melbourne Business School

and Managing Director and CEO of Orica Limited.

Member of the Investment, Remuneration and Audit Committees.

Chairman of the Nomination Committee.

Mrs Walter is an Australian lawyer and company Director. She was

appointed to the Board in August 2002. Mrs Walter is Chair of Melbourne

Genomics Health Alliance and the Financial Adviser Standards and Ethics

Authority (FASEA). Mrs Walter is a Director of the RBA’s Payments System

Board and a Trustee of the Helen Macpherson Smith Trust. She was

formerly Chair of Federation Square Pty Ltd and Australian Synchrotron

Company Ltd, Deputy Chair of Victorian Funds Management Corporation

and a Director of ASX, National Australia Bank Ltd, Orica Ltd and

Melbourne Business School.

Member of the Audit Committee.

Mr Peever was appointed to the Board in November 2013. He was Managing

Director of Rio Tinto Australia from 2009 to 2014. He is Chairman of Brisbane

Airport Group Pty Ltd. Mr Peever is a member of the Foreign Investment

Review Board. He chaired the Minister of Defence’s First Principles Review

of Defence and following the acceptance of the review by Government

was Chair of the Oversight Board which helped guide implementation (with

Defence) of the Review’s recommendations. David is also a Non-Executive

Director of Naval Group Australia and a former Director of the Stars

Foundation, a not for profit body which promotes education of Indigenous

girls. He was also a former Vice Chairman of the Minerals Council of

Australia and was a Director of the Business Council of Australia.

Chairman of the Audit Committee. Member of the Investment and

Nomination Committees. Chairman of the Company’s subsidiary,

Australian Investment Company Services Limited (AICS).

Mr Williams was appointed to the Board in February 2010. He is Chairman

of NAB Trustees Services Limited (NAB Subsidiary), Director of Cricket

Victoria Ltd and ARUMA (formerly House with No Steps), an Advisory

Board Member of TLC Aged Care Limited and Chairman MIPS Advisory

Committee for Fiig Securities Limited. Mr Williams was formerly Managing

Director of Equity Trustees Limited, Director and Treasurer of Foundation

for Young Australians, Chairman of Olympic Park Sports Medical Centre

Pty Ltd, a Director of the Trustee Corporations Association of Australia,

a Director of the Australian Baseball Federation Inc and a General Manager

with AXA/National Mutual in Australia and Hong Kong.

Graeme R Liebelt

Independent

Non-Executive

Director

B Ec (Hons),

FAICD FTSE

Catherine

M Walter AM

Independent

Non-Executive

Director

LLB (Hons), LLM,

MBA (Melb), FAICD

David A Peever

Independent

Non-Executive

Director

BEc, MSC (Mineral

Economics)

Peter J Williams

Independent

Non-Executive

Director

Dip.All, MAICD, FAIM

13Australian Foundation Investment Company Limited Annual Report 2020

Board Members
continued

Meetings of Directors

The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2020

and the numbers of meetings attended by each Director were:

BoardInvestmentAuditRemunerationNomination

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

J Paterson13132020446633

M Freeman13132020-4

#

-6

#

--

RE Barker13132019-4

#

-1

#

--

R Dee-Bradbury*1311215

#

-2

#

---3

#

GR Liebelt 1313-17

#

-1

#

66--

DA Peever 1313-18

#

44----

CM Walter13132020446633

PJ Williams1313202044-4

#

33

# Attended meetings by invitation.

* Ms R Dee-Bradbury was appointed to Nomination and Investment Committees on 20 May 2020.

Insurance of Directors and Officers

During the financial year, the Company paid insurance premiums to insure the Directors and Officers named in this report to the extent

allowable by law. The terms of the insurance contract preclude disclosure of further details.

14Australian Foundation Investment Company Limited Annual Report 2020

Senior Executives
Mr Driver joined the Company in January 2003. Previously, he was

with National Australia Bank Ltd for 18 years in various roles covering

business strategy, marketing, distribution, investor relations and business

operations. Mr Driver was formerly Chairman of Trust for Nature (Victoria).

Mr Rowe joined the Company in July 2016. He is a Chartered Secretary

with over 15 years of experience in corporate governance with a

particular focus in listed investment companies. He was previously

a corporate governance advisor at a professional services firm which

included acting as Company Secretary for three ASX listed companies.

Prior to that Mr Rowe was the Company Secretarial Manager for a funds

management company based in the UK.

Mr Porter joined the Company in January 2005. He is a Chartered

Accountant and has had over 24 years’ experience in accounting

and financial management both in the United Kingdom with Andersen

Consulting and Credit Suisse First Boston, and in Australia where he was

Regional Chief Operating Officer for the Corporate and Investment Banking

Division of CSFB. He is the immediate former Chair of The Group of 100

(G100), the peak body for CFOs and remains on the Board, is a Director

of the Auditing and Assurance Standards Board (AUASB) and a Director

of the Anglican Foundation.

Geoffrey N Driver

General Manager,

Business Development

and Investor Relations

B Ec, Grad Dip

Finance, MAICD

Matthew Rowe

Company Secretary

BA (Hons), MSc Corp

Gov, FGIA, FCIS

Andrew JB Porter

Chief Financial Officer

MA (Hons) (St And),

FCA, MAICD

15Australian Foundation Investment Company Limited Annual Report 2020

Contents
The Directors present AFIC’s 2020 Remuneration Report which outlines key aspects of our remuneration policy and remuneration

awarded this year.

The Company’s returns were impacted, as was the entire economy, by the COVID-19 virus pandemic. As has occasionally been the

case in the past, whilst returns were negative losses were lower than that experienced by the market as a whole. More details can

be found later on in this report and in the Directors’ Report.

The Remuneration Committee regularly reviews the structure and composition of Executive Incentive Plans seeking to ensure that

they continue to meet their objectives. As a result, the Committee has agreed to some minor adjustments in the metrics to be used

next year and going forward. These are outlined in a separate section.

Shareholders should be aware that AFIC does not bear the total cost of remuneration alone. Due to agreements that the Group’s

subsidiary, Australian Investment Company Services Limited (AICS) also has with Djerriwarrh Investments Limited, Mirrabooka

Investments Limited and AMCIL Limited, a substantial proportion of the total remuneration cost (usually 30 per cent to 40 per cent,

depending on the individual), is borne by these other companies (collectively, the ‘LICs’). AICS expenses the total amount and recovers

the proportion borne by the investment companies through the fees that it charges. This report, therefore, shows the total expense that

is borne by AICS and that an individual receives. From next year, each investment company will bear the cost directly of any incentive

paid due to that company’s outperformance of the relevant benchmarks. This will be accomplished by adjusting the amounts payable

by each Company in the following year, and these adjustments will therefore show up on a lagging basis.

It is likely that the current review will result in some minor changes to the Incentive plan, particularly with regard to the allocation

between the LICs, during the financial year ended 30 June 2021.

The report is structured as follows:

1. Remuneration Policy and Link to Performance

2. Structure of Remuneration

3. Executive Remuneration Expense

4. Contract Terms

5. Non-Executive Director Remuneration

Appendix

A. Remuneration Governance

B. Annual Incentives: Details of Outcomes and Conditions

C. Long Term Incentives: Details of Outcomes and Conditions

D. Directors and Executives: Equity Holdings and Other Transactions

E. Changes in Remuneration Metrics and Allocations With Effect From the Financial Year Ended 30 June 2021

F. Detailed Performance Measures by Investment Company

1. Remuneration Policy and Link to Performance

1.1 What is Our Remuneration Policy?

AFIC is an investor in securities listed primarily in Australia and New Zealand. Our primary objectives are to grow dividends at a faster

rate than inflation and provide shareholders with capital growth over the medium to long term. To achieve this, we need to attract and

retain professional, competent and highly motivated Executives and staff through offering attractive remuneration arrangements which:

• reflect market conditions;

• recognise the skills, experience, roles and responsibilities of the individuals;

• align with shareholder interests; and

• align with the risk management strategies.

Generally, we seek to set total remuneration at the upper or second quartile of the sectors in which we operate.

Periodically, we review our remuneration policies and plans seeking to ensure that they continue to meet these objectives.

Remuneration Report

16Australian Foundation Investment Company Limited Annual Report 2020

Remuneration for the Group’s Executives has two main elements:
• fixed annual remuneration (FAR), and

• performance-related pay, being annual incentives and long term incentives (LTI).

FAR is determined with reference to levels necessary to recruit and retain staff with the relevant skills and experience in the industry in

which the Group operates. We utilise external input, seeking to ensure that the FAR meets these conditions. This includes industry data

provided by the Financial Institutions Remuneration Group Inc. (FIRG) and McLagan for the financial services industry.

Through performance-related pay, the remuneration is adjusted to reflect the risks that the Company and its shareholders face and how

the Company has responded to those risks. In particular:

• the key performance indicators chosen to determine performance-related pay are those that the Company considers most relevant

to its objectives of improving shareholder wealth over the medium to long term, whilst also considering the relative levels of risk;

• the focus is on performance over the medium to long term, with only a small proportion of both annual incentives and LTI being

dependent on a single year’s performance; and

• Executives agree to invest 50 per cent of the annual cash incentive (after tax) in AFIC shares and shares of the other investment

companies (AMCIL Limited, Djerriwarrh Investments Limited and Mirrabooka Investments Limited) and to hold these shares

for a minimum of two years.

The Board may, at its discretion, direct that any performance rights that are yet to vest or to be tested be cancelled in the event

of negative issues that may arise, including material misstatement of the Company’s financial statements.

1.2 What is Our Target Remuneration Mix?

The target remuneration mix for Executives is as follows:

Managing Director’s Target

Remuneration Mix

Annual incentive 29%

Long term incentive 12%

Fixed annual remuneration 59%

Other Executives’ Target

Remuneration Mix

Annual incentive 21%

Long term incentive 10%

Fixed annual remuneration 69%

1.3 How is the Remuneration Paid in 2020 Linked to Performance?

Table 1 discloses the actual remuneration outcomes received by the Company’s Executives during the year and the LTI that may

vest in future years. These amounts are different to the statutory remuneration expense disclosed in Table 7. The Board considers the

information about remuneration outcomes in Table 1 relevant for users because the statutory remuneration expense includes accounting

charges for long term incentives that may or may not be received in future years. See below for details of the differences.

17Australian Foundation Investment Company Limited Annual Report 2020

Table 1: Actual Executive Remuneration Outcomes
Total FAR

$

Annual

Incentive

$

Prior

Years’ LTI

Received*

$

Total

Remune-

ration^

$

Annual

Incentive

Forfeited

$

LTI

Forfeited

$

Possible

Future LTI

(To Vest Over

Next 4 Years)

#

$

Mark Freeman – Managing Director

2020867,000232,44325,3761,124,819(199,584)(141,024)549,116

2019850,000230,987-1,080,987(194,013)(160,000)533,500

Andrew Porter – Chief Financial Officer

2020680,000108,344-788,344(96,492)(112,238)454,773

2019666,507106,814-773,321(93,138)(110,554)457,421

Geoff Driver – General Manager – Business Development and Investor Relations

2020560,00087,881-647,881(80,808)(92,484)374,684

2019549,20188,015-637,216(76,745)(91,027)376,914

Matthew Rowe – Company Secretary

2020275,00043,238-318,238(39,600)-164,608

2019252,00040,310-292,310(35,290)-120,551

For Mark Freeman, the amount forfeited is the difference between the target amount that would have been paid if all targets were met and the amount

paid, under the investment team LTI. The amount shown for the other Executives is the amount that would have been paid to them with respect to the

2015 LTIP in the event that all targets had been achieved (2019: 2014 LTIP – note Matthew Rowe was not eligible). See Table 4.

The value of Annual Incentive forfeited is the difference between the target amount and the amount awarded. See Table 10.

The differences between the amounts disclosed in Table 1 and the amounts in Table 7 are as follows:

* Prior year’s LTI received in Table 1 shows the value of performance shares that vested during the year, measured at the closing price on the day that

they were received. In respect of Mark Freeman, it shows the cash payment received in respect of LTIP vesting from his time as Chief Investment

Officer. In contrast, Table 7 shows the accounting expense recognised in relation to the LTI plans during the year.

# The future LTI in Table 1 reflects potential future remuneration that may be received by the Executives over the next four years if the performance

conditions are satisfied. This includes the estimated amounts payable under the two LTIP plans assuming the performance conditions will be

satisfied at the time of vesting. For accounting purposes, these amounts are recognised as expense over the vesting period.

Ross Barker, who retired on 31 December 2017 as Managing Director, is not included in the above table or in Table 7 as he ceased

to be an Executive. However, he is still entitled to ELTIP for the years in which he was employed (see Table 12). As with the other

Executives, all ELTIP for the 2015–16 year was forfeited during the year, and Mr Barker thus forfeited $218,279 worth of ELTIP.

At the end of 30 June 2020, the total value of the ELTIP yet to vest for Mr Barker was $351,019.

Information about Non-Executive Director remuneration is provided in Section 5 Non-Executive Director Remuneration.

1.3.1 Fixed Remuneration

Most Executives received modest inflationary increases in their fixed annual remuneration this year. AFIC continues to operate in a highly

competitive market, and salary levels are reviewed at least annually with the aim of remunerating its Executives to the extent required

to attract and retain Executives who are leaders in their field.

Remuneration Report

continued

18Australian Foundation Investment Company Limited Annual Report 2020

1.3.2 Performance-related Pay
This section shows:

• How annual incentive measurements are split between AFIC and the other investment companies:

%Result

AFIC investment performance24.5Table 3

AFIC other metrics 28.5Table 2

AFIC qualitative assessment -n/a

Percentage of annual incentive determined by AFIC performance53

Other LIC investment performance12.5Table 15

Other LIC other metrics14.5Table 15

Other LIC qualitative assessment-n/a

Percentage of annual incentive determined by other LICs performance27

Total percentage of annual incentive determined by AFIC/other LIC performance80

Personal metrics20n/a

100

See Table 5 for more details on what the measures are.

• The outcomes for the two long term incentive awards (LTI) that were tested for vesting during the year (Table 4).

Refer to Sections 2.2 and 2.3 for explanations of the measures used.

AFIC’s investment performance outperformed the benchmark over the short term (1 and 3 years) but remained marginally below

over the longer term (8 and 10 years). In addition, as the share price moved from a discount to a small premium, the share price

outperformed the Index over the 1, 3 and 8 year periods, but was still below the benchmark for the 5 and 10 year periods.

It should be noted that AFIC’s returns are after taxes and expenses and represent the ‘net’ return to the shareholders, whereas Index

returns do not include either. Furthermore, many returns quoted by managed funds exclude either tax or expenses, or both. The use

of ‘gross returns’ mitigates the tax disparity to some extent, as it adds back franking credits to the nominal dividend that the Index pays,

and also that AFIC pays.

The Management Expense Ratio (MER – see Table 11) continues to be of importance to the Board, and this continues to be better than

the benchmark set. The inclusion in earnings last year of the Coles demerger dividend and the share buy-backs from BHP and Rio

Tinto meant that the earnings per share figure was always likely to decline from last year. The cancellation or deferral of dividends from

many companies as a result of the COVID-19 pandemic also contributed to this underperformance.

With regard to the other investment companies, Djerriwarrh did not meet any of its benchmarks with regards to investment or share

performance. Mirrabooka’s investment performance outperformed its relevant benchmark for all periods under review, as did AMCIL’s.


The 2016 award under Executive Long Term Incentive Plan was available for vesting as of 30 June 2020. However, the calculations

needed to determine how much actually vests are not performed until after the date of the Annual Report. Therefore, the full amount

that may vest is shown, and the actual settlement of the 2016 award will take place in the year ended 30 June 2021. The actual amount

settled will be reported in the relevant year. The 2015 award was available for vesting but was forfeited in its entirety due to the hurdles

not having been met. It is this forfeiture which is reflected in Table 1 above.

For the investment team whose LTIP encompasses all of the investment companies (unlike Executives, for which only the AFIC

performance is counted) the outperformance for Mirrabooka and AMCIL was reflected in the figures which are measured over

4 years for all of the investment companies, whilst AFIC and Djerriwarrh underperformed. Consequently, 15.25 per cent of the

available LTIP was deemed to have vested. Detailed information about the performance of each investment company is provided

in Section E of the Appendix (Table 15).

19Australian Foundation Investment Company Limited Annual Report 2020

Table 2: Non-investment Return Performance Measures
Performance Measure

Benchmark

Result

AFIC

Result

Comparison

to Benchmark

Total shareholder return (14.6 per cent)

Share price return – 1 year-7.68%1.22%Favourable

Share price return – 3 years5.19%6.07%Favourable

Share price return – 5 years5.95%4.25%Unfavourable

Share price return – 8 years9.28%9.32%Favourable

Share price return – 10 years7.80%7.01%Unfavourable

Growth in net operating result per share (8.3 per cent)2.2%-41.5%Unfavourable

Management expense ratio compared to base of 0.19 per cent (5.6 per cent)0.19%0.13%Favourable

Outcome

Achieved

Partially achieved

Not achieved

Table 3: Investment Return Performance Measures

Measure

Benchmark

Result

AFIC

Result

Comparison

to Benchmark

Investment return – 1 year-7.68%-4.06%Favourable

Investment return – 3 years5.19%5.42%Favourable

Investment return – 5 years5.95%5.41%Unfavourable

Investment return – 8 years9.28%8.93%Unfavourable

Investment return – 10 years7.80%7.75%Unfavourable

Gross return – 1 year-6.62%-3.13%Favourable

Gross return – 3 years6.67%6.73%Favourable

Gross return – 5 years7.49%6.73%Unfavourable

Gross return – 8 years10.90%10.41%Unfavourable

Gross return – 10 years9.41%9.31%Unfavourable

Reward to risk – 1 year1

st

qtr2

nd

/qtrUnfavourable

Reward to risk – 3 years1

st

qtr2

nd

/qtrUnfavourable

Reward to risk – 5 years 1

st

qtr3

rd

/qtrUnfavourable

Reward to risk – 8 years1

st

qtr2

nd

/qtrUnfavourable

Reward to risk – 10 years1

st

qtr2

nd

/qtrUnfavourable

Outcome

Achieved

Partially achieved

Not achieved

Remuneration Report

continued

20Australian Foundation Investment Company Limited Annual Report 2020

Table 4: Vesting and Forfeiture of Long Term Incentives During The Year*
Award Date

Assessment

DatesMeasure Tested

Benchmark

ResultAFIC Result% Vested % Forfeited

ELTIP – Performance rights*

1 July 201530 June 2019Total gross shareholder return10.1%6.2%0%50%

Total portfolio return9.01%7.31%0%50%

Investment team LTI

1 July 201630 June 2020Gross return8.86%8.42%15.25%84.75%

* Of the rights awarded on 1 July 2015, 100 per cent were forfeited as the targets were not achieved. For the Investment Team LTI, outperformance

by Mirrabooka and AMCIL mean that some vesting occurred. See Table 15.

2. Structure of Remuneration

2.1 Fixed Annual Remuneration (FAR)

The FAR component of an Executive’s remuneration comprises base salary, superannuation guarantee contributions and fringe

benefits. Executives can elect to receive a portion of their FAR in form of additional superannuation contributions or fringe benefits.

This will not affect the gross amount payable by the Group.

2.2 Annual Incentive

Table 5 below outlines the key terms and conditions of the annual incentive plan.

Table 5: Annual Incentives – Key Terms and Conditions

Managing DirectorOther Executives

Targeted % of FAR 50%30%

ObjectivesAlign remuneration with the creation of shareholder wealth over the past year and over a longer period.

Measures reflect the management of the Group and the other investment companies, as well as the

key investment returns that reflect the creation of shareholder wealth.

Performance measures• Company performance (43 per cent)

• Investment performance (37 per cent):

• Personal objectives (20 per cent)

• See Table 11 for details

Relative weightings of

investment companies

for investment related

performance

AFIC: 53 per cent

Djerriwarrh Investments Limited: 16 per cent

AMCIL Limited: 4 per cent

Mirrabooka Investments Limited: 7 per cent

Personal objectives: 20 per cent

Delivery of awardIncentive is paid in cash, but 50 per cent of the after-tax amount received is used by recipients

to acquire shares in AFIC and the other investment companies which they agree to hold for

minimum of 2 years.

Performance measured in 2020Some shorter term investment measures achieved but some longer term ones not. MER achieved

but earnings per share down (see Tables 2 and 3 above).

Outcomes for 2020

(see Table 10 for details)

54 per centAverage 52 per cent

The performance measures of each annual incentive plan are reviewed by the Remuneration Committee. The Committee may,

from time to time, revise the performance conditions and weightings in order to better meet the objectives of the annual incentive

policies. They may also change or suspend any part of the incentive payment arrangements. If relevant targets are not achieved but

performance is close to the target, some of the incentive may be paid. This is noted as ‘partially achieved’ in Table 3. Where stretch levels

of performance are achieved above target, then higher amounts may be paid. To date, total annual incentives paid to each Executive

have never exceeded target.

For more detailed information about the annual incentive performance conditions and outcomes for 2020 please refer to Section B

Annual Incentives: details of outcomes and conditions in the Appendix.

21Australian Foundation Investment Company Limited Annual Report 2020

2.3 Long Term Incentive Plans (LTIP)
There are two LTI plans, one for the Executives (excluding the CIO) which is called the ELTIP, and one for the investment team, including

the CIO. Mr Freeman continues to be eligible for awards made to him whilst he was CIO until 2021, the last grant having been made for

the year ended 30 June 2018. Table 6 outlines the purpose and the key terms and conditions

of each plan.

Table 6: Long Term Incentives – Key Terms and Conditions

Executive ELTIP

(Performance Rights)Investment Team LTI Plan

Target 50 per cent of targeted Annual Incentive 20 per cent of FAR

ObjectivesAlign remuneration with growth in shareholder wealth over a forward looking period of four years.

Reward outperformance.

Performance measures See Table 15 in the Appendix for details. See Table 15 in the Appendix for details.

Performance for awards

tested in 2020 (Table 4)

July 2015: 0 per cent vested (see Table 4).July 2016: 15.25 per cent vested (see Table 4).

For more detailed information about the LTI plans and their performance conditions, including vesting schedules and outcomes

for 2020, please refer to Section C Long Term Incentives: details of outcomes and conditions in the Appendix.

3. Executive Remuneration Expense

This section discloses the remuneration expense recognised under accounting standards for each executive (Table 7). These amounts

are different to the remuneration outcomes disclosed in Table 1 as noted in that table.

Table 7: Remuneration Expense

Short Term

Post-

employment

Total Fixed

Remuneration

$

Short Term

Long Term

Share-based

Payments

Other

Long Term

Payments*

$

Total

Remuneration

$

%

Fixed/

Performance

Related

Base

Salary

$

Super-

annuation

$

Annual

Incentives

$

LTI Cash-

settled*

$

Mark Freeman – Managing Director

2020842,00025,000867,000232,443117,747(100,800)1,116,39078%/22%

2019825,00025,000850,000230,98775,114(57,025)1,099,07677%/23%

Andrew Porter – Chief Financial Officer

2020655,00025,000680,000108,3443,818-792,16286%/14%

2019641,50725,000666,507106,81414,168-787,48985%/15%

Geoff Driver – General Manager – Business Development and Investor Relations

2020535,00025,000560,00087,8813,134-651,01586%/14%

2019524,20125,000549,20188,01511,744-648,96085%/15%

Matthew Rowe – Company Secretary

2020251,14223,858275,00043,23841,951-360,18976%/24%

2019230,10121,899252,00040,31031,898-324,20878%/22%

* Includes amounts credited for non-vesting.

Remuneration Report

continued

22Australian Foundation Investment Company Limited Annual Report 2020

4. Contract Terms
Each Executive is employed under an open-ended contract, the terms of which can be varied by mutual agreement. There are no

contractual provisions for cessation of employment other than statutory requirements. Either the Company or the Executive can give

notice in accordance with statutory requirements. There are no specific payments to be made as a consequence of termination

beyond those required by statute. Should there be any payments, these will be at the Board’s discretion.

Material breaches of the terms of employment will normally result in the termination of an Executive’s employment.

5. Non-Executive Director Remuneration

Shareholders approve the maximum aggregate amount of remuneration per year available to be allocated between Non-Executive

Directors (NEDs) as they see fit. In proposing the amount for consideration by shareholders, the Remuneration Committee takes into

account the time demands made on Directors together with such factors as the general level of fees paid to Australian corporate directors.

For NEDs, who are charged with the responsibility of oversight of the Company’s activities, a fixed annual fee is paid with no element

of performance-related pay.

The amount approved at the AGM in October 2019 was $1,250,000 per annum, which is the maximum amount that may be paid in total

to all NEDs. Retirement allowances for Directors were frozen at 30 June 2004.

On appointment, the Company enters into a deed of access and indemnity with each NED. There are no termination payments due

at the cessation of office, and any Director may retire or resign from the Board, or be removed by a resolution of shareholders.

The amounts paid to each NED, and the figures for the corresponding period, are set out in Table 8.

23Australian Foundation Investment Company Limited Annual Report 2020

Table 8: Non-Executive Director Remuneration
Primary

(Fee/Base

Salary)

$

Post

Employment

(Superannuation)

$

Total

Remuneration

$

J Paterson – Chairman from 9 October 2018

2020178,08016,920195,000

2019149,94014,244164,184

TA Campbell AO – Chairman (retired 9 October 2018)

201947,6794,53052,209

RE Barker – Non-Executive Director

202089,0408,46097,500

201986,7588,24295,000

RP Dee-Bradbury – Non-Executive Director (appointed 6 May 2019)

202093,2704,23097,500

201913,3471,26814,615

JC Hey – Non-Executive Director (retired 18 January 2019)

201947,6234,52452,147

GR Liebelt – Non-Executive Director

202089,0408,46097,500

201986,7588,24295,000

DA Peever – Non-Executive Director

202089,0408,46097,500

201986,7588,24295,000

CM Walter AM – Non-Executive Director

202089,0408,46097,500

201986,7588,24295,000

PJ Williams– Non-Executive Director

202089,0408,46097,500

201986,7588,24295,000

Total remuneration of Non-Executive Directors

2020716,55063,450780,000

2019692,37965,776758,155

Amounts Payable on Retirement

The amounts payable to the current NEDs who were in office at 30 June 2004, which will be paid when they retire, are set out in Table 9.

These amounts were expensed in prior years as the retirement allowances accrued.

Table 9: Non-Executive Director Retirement Allowance

Amount Payable on Retirement $

CM Walter AM 42,385

Total42,385

Remuneration Report

continued

24Australian Foundation Investment Company Limited Annual Report 2020

Appendix
A. Remuneration Governance

Responsibilities of the Board and the Remuneration Committee

It is the Board’s responsibility to review and approve the recommendations of the Remuneration Committee.

For more information, the Charter of the Board is available on the Company’s website.

The Remuneration Committee’s primary responsibilities include:

• reviewing the level of fees for NEDs and the Chairman;

• reviewing the Managing Director’s remuneration arrangements;

• evaluating the Managing Director’s performance;

• reviewing the remuneration arrangements for other Senior Executives;

• monitoring legislative developments with regards to Executive remuneration; and

• monitoring the Group’s compliance with requirements in this area.

For more information, the Charter of the Remuneration Committee is available on the Company’s website.

The Remuneration Committee is composed of three NEDs (GR Liebelt (Chairman), J Paterson and CM Walter AM) and meets at least

twice per year.

Policy on Hedging

The Company provides no lending or leveraging arrangements to its Executives, who are prohibited by Company policy from entering

into hedging arrangements that mitigate the possibility that ‘at risk’ incentive payments may not vest.

Use of Remuneration Consultants

The Remuneration Committee has appointed Ernst & Young to provide it with advice about Executive remuneration.

The Remuneration Committee uses Ernst & Young from time to time, as it sees fit, to independently test management’s

recommendations.

Specifically, Ernst & Young would provide advice on:

(a) proposed remuneration levels and remuneration structure for the Managing Director;

(b) proposed remuneration levels and remuneration structure for the Managing Director’s direct reports; and

(c) proposed remuneration levels of NEDs.

No reports or recommendations were requested by the Committee or the Board for the year ended 30 June 2020 other

than a review of benchmarking for Non-Executive Directors, which is not considered by Ernst & Young as a remuneration

recommendation under the Corporations Act. The Board is satisfied that these arrangements seek to ensure that any remuneration

recommendations made by remuneration consultants are free from influence by management.

The use of the remuneration advisers by management is limited to specific areas to seek to ensure that the independent advice that

the Remuneration Committee receives is not perceived as having been compromised by management.

Ernst & Young are separately engaged by management to report on the following:

(a) trends in remuneration for the sectors in which the Group operates (provision of market practice data);

(b) the relative positioning of the remuneration of the Group’s employees (including Executives) within those sectors;

(c) proposed remuneration levels for employees other than designated Senior Executives; and

(d) advice on the operation of the incentive plans (e.g., tax and accounting advice).

25Australian Foundation Investment Company Limited Annual Report 2020

The Managing Director then makes recommendations to the Remuneration Committee with regards to the remuneration levels
and structure of the KMP.

Ernst & Young also reviews the calculations used in determining the vesting of awards and certifies them as being correct and

in accordance with the terms and conditions of the ELTIP.

Ernst & Young were paid $14,729 (inclusive of GST) during the year ended 30 June 2020 for other general remuneration advice which

consisted of a report on the benchmarking of fees for Non-Executive Directors in the Australian marketplace (2019: $0) and during

the year the Group also paid $111,210 for other professional advice received which included acting as the internal auditor for AICS

and general taxation and accountancy advice (2018: $183,464)(all including GST).

Ernst & Young were remunerated on an invoiced basis, based on work performed.

The Company also participates in the annual McLagan and FIRG surveys of fund managers to understand current remuneration

levels and practices.

B. Annual Incentives: Details of Outcomes and Conditions

Table 10 below shows the annual incentives paid to individual Executives as a result of AFIC’s and the other investment companies’

performance on financial metrics and the individual’s achievement of their own personal objectives. Table 11 sets out the detailed

terms and conditions of the annual incentives. For a high-level summary see Section 2.2 and Table 5 of the main part of the

Remuneration Report.

Table 10: Annual Incentive Outcomes

Executive% of Target Paid$ Paid% of Target Forfeited$ Forfeited

Mark Freeman54%$232,44346%$201,057

Andrew Porter53%$108,34447%$95,656

Geoff Driver52%$87,88148%$80,109

Matthew Rowe52%$43,23848%$39,262

Table 11: Executive Annual Incentive Performance Conditions

Performance Areas

and Relative WeightingPerformance MeasuresObjectives These Measures Aim to Achieve

Company performance (43 per cent)

The relevant weightings of the

investment companies are:

• AFIC: 66.25 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 5 per cent

• Mirrabooka Investments Limited:

8.75 per cent

• Relative total shareholder return (TSR):

TSR is the movement in share price plus the

dividends paid by the Company assumed to

be reinvested. TSR performance is measured

against the S&P/ASX 200 Accumulation

Index over 1, 3, 5, 8 and 10 year periods

(Combined Mid Cap 50 and Small Ordinaries

for Mirrabooka).

• Growth in net profit per share: measured

against CPI.

• Management expense ratio (MER): measured

against prior years’ results or, in the case

of AFIC, measured against a base of

0.19 per cent.

• TSR: This is a direct measure of the

increase in shareholder’s wealth against

the performance of the Index.

• Growth in net profit per share reflects the

ability of the Company to meet its stated

aim of ‘paying out dividends which, over

time, grow faster than the rate of inflation.’

• MER reflects the costs of running

the Company.

Remuneration Report

continued

26Australian Foundation Investment Company Limited Annual Report 2020

Performance Areas
and Relative WeightingPerformance MeasuresObjectives These Measures Aim to Achieve

Investment performance (37 per cent)

The relevant weightings of the

investment companies are:

• AFIC: 66.25 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 5 per cent

• Mirrabooka Investments Limited:

8.75 per cent

• Relative investment return: measure of the

return on the portfolio invested (including

cash) over the previous 1, 3, 5, 8 and

10 years, relative to the S&P/ASX 200

Accumulation Index (Combined Mid Cap 50

and Small Ordinaries for Mirrabooka).

• Gross return (GR): measure of the movement

in the net asset backing of the Company

(per share) plus the dividends assumed to

be reinvested grossed up for franking credits

over the previous 1, 3, 5, 8 and 10 years.

This return is compared to the S&P/ASX 200

Accumulation Index grossed up for franking

credits (Combined Mid Cap 50 and Small

Ordinaries for Mirrabooka).

• Risk/reward return: This is a measure

over 1, 3, 5, 8 and 10 years of the past

performance of the Company, compared to

the performance of the Company’s peers

(i.e. investment funds) as reported by Mercer.

(Note: this measure is used for AFIC’s

performance only, reflecting that Company’s

focus on producing stable returns over the

medium to long term).

The NEDs consider that the metrics used

equate, over the medium to long term, with

the stated objectives of the Company, namely

‘to provide attractive total returns and pay

dividends, which, over time, grow faster than

the rate of inflation’.

• Investment return: reflects the returns

generated by the mix of the investments

that the Company has invested in.

These reflect the value added to

shareholders wealth by the investment

decisions of the Company.

• Gross return (GR): reflects the movement

in the value of the underlying portfolio over

the period with the additional recognition

of the importance of franking credits.

• Risk/reward return: best reflects the

return of the portfolio against the risks

to shareholders of investing in the

companies selected.

Note: The Remuneration Committee has discretion

to determine, at the time of the review, what it

considers to be the appropriate level of return

to be used.

Personal objectives (20 per cent)Includes:

• advice to the Board;

• succession planning;

• management of staff;

• risk management;

• promotion of the corporate culture; and

• satisfaction of key internal stakeholders.

These measures all contribute to the efficient

running of the Group, and the other investment

companies, enhancing investment outcomes.

Personal objectives are included in incentive

calculations to encourage out-performance

on non-financial metrics. These metrics

can be important determinants of business

success in the medium term. The Managing

Director reviews the performance of each

Executive with the Remuneration Committee,

and the Remuneration Committee alone

determines how the Managing Director

is performing against these objectives.

27Australian Foundation Investment Company Limited Annual Report 2020

C. Long Term Incentives: Details of Outcomes and Conditions
This section shows the outstanding cash bonuses under the ELTIP and the investment team LTI schemes (Table 12). It also explains

the detailed terms and conditions of the two LTIs that are currently in operation (Table 13). For a high-level overview see Section 2.3

of the main body of the Remuneration Report.

Table 12: Vesting of ELTIP and Investment Team LTI

ELTIP

Award Date

Vesting Date Subject to

Performance Hurdles

Value at

Award Date

$

Number

of Rights

Awarded

Value Per

Right

$

Award Vested

for the Year

Number of

Rights/%

Value Yet

to Vest

30 June 2020

$

Ross Barker – Managing Director (until 31 December 2017)

1 July 201530 June 2019$182,32529,459$6.1890/0%-

1 July 201630 June 2020$185,97533,205$5.601-$239,350

1 July 201730 June 2021$92,88816,153$5.757-$111,669

$351,019

Mark Freeman – Managing Director (from 1 January 2018)

1 Jan 201830 June 2021$85,00014,765$5.757-$102,077

1 July 201830 June 2022$170,00027,974$6.077-$185,844

1 July 201930 June 2023$173,40028,217$6.145-$177,995

$465,916

Andrew Porter – Chief Financial Officer

1 July 201530 June 2019$93,75015,148$6.1890/0%-

1 July 201630 June 2020$95,62517,074$5.601-$123,069

1 July 201730 June 2021$98,01617,026$5.757-$117,707

1 July 201830 June 2022$99,97616,451$6.077-$109,294

1 July 201930 June 2023$102,00016,598$6.145-$104,703

$454,773

Geoff Driver – General Manager – Business Development and Investor Relations

1 July 201530 June 2019$77,25012,482$6.1890/0%-

1 July 201630 June 2020$78,79514,069$5.601-$101,409

1 July 201730 June 2021$80,76514,030$5.757-$96,991

1 July 201830 June 2022$82,38013,556$6.077-$90,058

1 July 201930 June 2023$84,00013,669$6.145-$86,226

$374,684

Matthew Rowe – Company Secretary (joined 11 July 2016)

11 July 201630 June 2020$30,0005,356$5.601-$38,610

1 July 201730 June 2021$35,2506,123$5.757-$42,332

1 July 201830 June 2022$37,8006,220$6.077-$41,323

1 July 201930 June 2023$41,2506,713$6.145$42,343

$164,608

Investment Team

LTI Award Date

Vesting Date Subject to

Performance Hurdles

Target

Amount

$

Award Vested for the Year

Value Yet

to Vest

30 June 2020

$$%

Mark Freeman – Chief Investment Officer (Investment team LTI) – until 31 December 2017

1 July 201630 June 2020$166,400$25,37615.25%-

1 July 201730 June 2021$83,200--$83,200

$83,200

The total value of the two LTIP plans for Mr Freeman that are yet to vest is $549,116.

See Table 1 for actual amounts vested and Table 4 for details of vesting calculations.

Remuneration Report

continued

28Australian Foundation Investment Company Limited Annual Report 2020

The value of the outstanding ELTIP performance rights as in the table above was estimated at 30 June 2020 using the Total Share
Return (TSR – which includes dividends reinvested) based on a closing price on 30 June 2020 of AFI shares of $6.09 (the TSR for AFI

at 30 June 2020 was 6.54 per cent p.a. for four years, 6.07 per cent p.a. for three years, 4.00 per cent for two years and 1.22 per cent

for one year). The value of the investment team LTI that is yet to vest is the target amount. Actual amounts awarded may exceed this

amount, depending on performance over the four-year vesting period.

No vesting of the 2019 Investment Team Long Term Incentive Plan was made during the year due to underperformance. 100 per cent

was forfeited. 15.25 per cent of the 2020 LTIP will be paid in the year ended 30 June 2021.

Table 13: Long Term Incentive Plans

ELTIP (Performance Rights)

Nature of grantRights to receive cash that must then be used by the Executives to acquire AFIC shares on market.

Performance conditions1. Total gross shareholder return (50 per cent): the movement in the AFIC share price and the Index price,

grossed up to reflect the value of franking credits. This is compared to that of the market such that only

outperformance is rewarded. Outperformance of this index over time should be an indicator of the value

added by the Company to shareholders’ wealth. Both the Company’s return and the Index return are

smoothed over 30 days to remove excess volatility.

2. Total portfolio return (50 per cent): the movement in the net asset backing of the Company (per share)

plus the dividends paid by the Company reinvested. This compares AFIC’s investment performance

against that of other fund managers (based on the Mercer Investment Consulting Survey of Australian

Retail Fund Managers which provides the industry benchmark of funds management performance over

the relevant period), so that only outperformance relative to its peers is rewarded.

Vesting schedule:

total gross

shareholder return

Company performance relative to gross

accumulation indexPercentage of rights vesting

Underperformance 0 per cent

< or = 20 per cent outperformanceStraight line between 25 per cent and 50 per cent

> 20 per cent outperformance50 per cent

Vesting schedule:

total portfolio return

Company performance Percentage of rights vesting

Less than median performance0 per cent

Median to < or = 75th percentileStraight line between 25 per cent and 50 per cent

> 75 per cent percentile50 per cent

Valuation of

performance rights

At 1 July each year, the 30-day volume weighted average price of AFIC shares up to, but not including

1 July will be calculated. The amount of ELTIP available will then be divided by this average price to

determine the number of performance rights that may vest in four years’ time.

The value of the performance rights will be adjusted each year by the total shareholder return for the year,

calculated based on the 30-day volume weighted average price of AFIC shares up to 1 July. At vesting

time, the value of the performance rights that will vest is converted to cash, based on the value of the

rights at that time.

Accounting treatmentUnder current accounting standards, the ELTIP scheme is classified as a cash-settled scheme.

The expected amount payable upon vesting must therefore be estimated each year and adjusted not

only for the likelihood of vesting but also for changes in the value of the performance rights. In the first

year, 25 per cent of the expected amount payable will be booked as an expense. At the end of the second

year, 50 per cent of the new expected final value less the amount booked in the previous year will be

booked. At the end of the third year, 75 per cent of the total, estimated final value less amounts previously

expensed will be booked. At the end of the fourth year, the actual liability will be calculated and a balancing

adjustment made.

29Australian Foundation Investment Company Limited Annual Report 2020

Investment Team LTI Plan
Nature of grantCash or shares, at discretion of the Company.

Performance conditionGross return which measures the movement in the net asset backing of the Company (per share) plus the

dividends assumed to be reinvested grossed up for franking credits. This return is compared to the relevant

accumulating index as set out below.

Indices which

investment portfolios

are assessed against

Investment portfolioRelevant accumulation index

AFIC (60 per cent)S&P/ASX 200 Accumulation Index,

grossed up for franking credits

Djerriwarrh Investments Limited (25 per cent)S&P/ASX 200 Accumulation Index,

grossed up for franking credits

Mirrabooka Investments Limited (10 per cent)S&P/ASX Mid Cap 50 Accumulation Index and

the S&P/ASX Small Ordinaries Accumulation

Index, grossed up for franking credits

AMCIL Limited (5 per cent)S&P/ASX 200 Accumulation Index, grossed

up for franking credits

Vesting schedule:

Company gross return

Company performance relative to

the relevant accumulation indexPercentage of rights vesting

< 90 per cent performance0 per cent

90 – 99 per cent performanceBoard discretion

> 100 per cent up to 110 per cent performanceStraight line between 50 per cent and 100 per cent

> 110 per cent up to 120 per cent performanceStraight line between 100 per cent and 150 per cent

120 per cent + performance150 per cent

D. Directors and Executives: Equity Holdings and Other Transactions

Tables 14 sets out reconciliations of shares and convertible notes issued by the Group and held directly, indirectly or beneficially

by Non-Executive Directors and Executives of the Group, or by entities to which they were related.

Table 14: Shareholdings of Directors and Executives

Opening

Balance

Changes

During Year

Closing

Balance

J Paterson606,9435,184612,127

RM Freeman147,7506,325154,075

RE Barker904,8623,911908,773

RP Dee-Bradbury014,21314,213

GR Liebelt463,46364,245527,708

DA Peever30,3091,13031,439

CM Walter341,12412,724353,848

PJ Williams69,42217,00086,422

GN Driver136,0473,070139,117

MJ Rowe2,2401,5843,824

AJB Porter182,920(12,164)170,756

Remuneration Report

continued

30Australian Foundation Investment Company Limited Annual Report 2020

Other Arrangements with Non-Executive Directors
Non-Executive Directors Ross Barker, John Paterson and Catherine Walter have rented office space and, for Ross Barker and

John Paterson, a parking space from the Group at commercial rates during the year. Sub-lease rental income (included in revenue)

received or receivable, excluding GST, by the Group during the year was:

Rental Income

Received/Receivable

$

RE Barker20,852

J Paterson26,921

CM Walter14,492

E. Changes to Remuneration Metrics and Allocations With Effect From the Financial Year Ended

30 June 2021

The structure of the split between fixed, annual incentive and long term will remain consistent. There will be some minor variation

to the cost of the FAR charged to each LIC.

20 per cent of the annual incentive will remain based on personal objectives and will be charged to the LICs on the basis of the fixed

annual remuneration.

The remaining 80 per cent of the annual incentive will be based on the performance of the LICs. Total share return will no longer

be used as a metric for the annual incentive. However, the long term incentive will move from being 50 per cent grossed up TSR

and 50 per cent NTA accumulation vs peer group to 100 per cent grossed up TSR.

For the annual incentive, investment return, NTA gross return and the MER will remain as key components. For AFIC and DJW only,

operating EPS growth will remain as a measure, as they are more directly related to the amount of dividend that is paid, whereas the

operating EPS for MIR and AMH is less reflective of their objectives. The actual growth of the dividend paid will also be considered for

AFI and DJW. Reward/risk will no longer be utilised as the results of this are effectively included in the investment and NTA returns over

the longer periods. Dividend yield will be a measure for the DJW portion of the annual incentive.

The proportion of annual incentive borne by MIR and AMH will increase and consequently that borne by AFI will decrease.

The proportion of annual incentive that vests due to the results of each LIC will be charged directly to that LIC in the year following

the year for which the award is made – i.e. on a lagging basis. The effects of this will therefore be noted in the following year’s MER.

31Australian Foundation Investment Company Limited Annual Report 2020

F. Detailed Performance Measures by Investment Company
Table 15 shows the performance of AFIC and the other investment companies over the past five years, including details of total

shareholder return (TSR), total portfolio return (TPR) and gross return (GR). These measures, which represent growth in shareholder

wealth, determine the vesting of AFIC’s LTI plans to Executives and the investment team.

Table 15: Detailed Performance Measures for AFIC and the Other Investment Companies

Year Ending 30 June

10-year

Return

8-year

Return

5-year

Return

4-year

Return

3-year

Return 20202019201820172016

Comparative returns

S&P/ASX 200 Accumulation

Return7.8%9.3%6.0%7.4%5.2%-7.7%11.6%13.0%14.1%0.6%

Gross S&P/ASX 200

Accumulation Return9.4%10.9%7.5%8.9%6.7%-6.6%13.4%14.6%15.7%2.2%

Combined Midcap 50

and Small Ordinaries

Accumulation Return

(used for Mirrabooka

Investments Limited)7.3%9.2%9.3%7.7%6.1%-2.6%2.8%19.3%12.7%16.1%

Gross Combined Midcap

50 and Small Ordinaries

Accumulation Return

(used for Mirrabooka

Investments Limited)8.3%10.2%10.4%8.7%7.1%-1.9%3.8%20.4%13.8%17.2%

AFIC

Total shareholder return7.0%9.3%4.3%6.5%6.1%1.2%6.9%10.3%8.0%-4.4%

Total portfolio return7.4%8.5%4.8%6.5%4.8%-4.7%9.0%10.8%11.7%-1.6%

Growth in net operating

result per share0.9%-0.1%-6.1%-4.4%-2.7%-41.5%44.1%9.6%-9.6%-12.4%

Management expense ration/an/an/an/an/a0.13%0.13%0.14%0.14%0.16%

Risk/reward return

1

41

st

/10561

st

/11970

th

/13059

th

/13046

th

/13042

nd

/13033

rd

/133105

th

/156119

th

/169n/a

2

Gross return9.3%10.4%6.7%8.4%6.7%-3.1%11.4%12.7%13.7%0.2%

Investment return7.8%8.9%5.4%7.1%5.4%-4.1%9.8%11.3%12.3%-1.0%

Djerriwarrh Investments Limited

Total shareholder return1.7%1.1%-6.1%-5.7%-6.4%-22.0%8.4%-2.8%-3.8%-7.7%

Total portfolio return4.7%5.1%1.5%3.1%0.0%-13.6%6.3%8.8%13.0%-4.5%

Growth in net operating

profit per share-4.9%-4.1%-10.2%-10.2%-7.2%-26.0%3.7%5.7%-19.9%-10.0%

Management expense ration/an/an/an/an/a0.45%0.43%0.44%0.46%0.46%

Gross return7.8%8.2%4.5%5.9%2.6%-11.5%9.1%11.7%16.6%-1.1%

Investment return6.2%6.6%2.9%4.3%1.6%-10.0%6.8%9.7%13.0%-2.7%

Operating earnings as a

percentage of available

investable assetsn/an/an/an/an/a6.1%7.0%7.1%7.1%8.7%

1. This represents the Company’s ranking in the Mercer IDPS Australian Share Universe – i.e. 10th out of 71 funds. The period used is Year to May.

2. n/a as cannot be calculated when return is negative.

Remuneration Report

continued

32Australian Foundation Investment Company Limited Annual Report 2020

Year Ending 30 June
10-year

Return

8-year

Return

5-year

Return

4-year

Return

3-year

Return 20202019201820172016

Mirrabooka Investments Limited

Total shareholder return9.5%9.5%3.6%1.4%0.8%-0.3%-1.9%4.9%3.0%13.1%

Total portfolio return10.3%10.5%8.1%7.1%7.1%5.3%1.8%14.7%7.1%12.0%

Growth in net operating

result per share-2.8%-5.3%-4.8%-9.5%-6.9%-29.2%-14.9%35.7%-17.8%16.6%

Management expense ration/an/an/an/an/a0.63%0.61%0.60%0.62%0.65%

Gross return13.3%13.6%11.1%10.0%10.1%7.1%5.9%17.3%9.9%15.4%

Investment return12.7%13.1%10.1%9.0%8.9%6.3%4.8%16.0%9.3%14.8%

AMCIL Limited

Total shareholder return9.7%9.1%5.9%4.5%6.4%11.2%-0.7%9.1%-1.2%11.8%

Total portfolio return8.9%8.9%6.9%6.7%7.2%6.0%3.5%12.3%5.3%7.6%

Growth in net operating

result per share-2.0%-2.9%-6.1%-8.8%0.9%-17.5%8.8%14.4%-32.6%4.8%

Management expense ration/an/an/an/an/a0.66%0.72%0.69%0.68%0.65%

Gross return11.2%11.4%9.1%8.9%9.6%7.6%7.0%13.9%7.0%9.7%

Investment return11.0%11.1%8.6%8.5%8.9%7.2%5.8%14.0%7.1%9.3%

33Australian Foundation Investment Company Limited Annual Report 2020

Details of non-audit services performed by the auditors may be found in Note F2 of the 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 by the auditor, as set

out below, 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 the Corporations Act 2001

including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company,

acting as advocate for the Company, or jointly sharing economic risk and rewards.

A copy of the Auditor’s Independence Declaration is set out on page 35.

This report is made in accordance with a resolution of the Directors.


John Paterson

Chairman

27 July 2020

Non-audit Services

34Australian Foundation Investment Company Limited Annual Report 2020

Auditor’s Independence Declaration
35Australian Foundation Investment Company Limited Annual Report 2020

FINANCIAL STATEMENTS
36 FINANCIAL

STATEMENTS

37 Consolidated Income Statement

38 Consolidated Statement of

Comprehensive Income

39 Consolidated Balance Sheet

40 Consolidated Statement of

Changes in Equity

42 Consolidated Cash

Flow Statement


43 NOTES TO

THE FINANCIAL

STATEMENTS

43 A. Understanding AFIC’s

Financial Performance

43 A1. How AFIC Manages its

Capital

43 A2. Investments Held and How

They Are Measured

44 A3. Operating Income

45 A4. Dividends Paid

46 A5. Earnings Per Share

47 B. Costs, Tax and Risk

47 B1. Management Costs

47 B2. Tax

48 B3. Risk

50 C. Unrecognised Items

50 C1. Contingencies

51 D. Balance Sheet

Reconciliations

51 D1. Current Assets – Cash

51 D2. Credit Facilities

51 D3. Revaluation Reserve

52 D4. Realised Capital

Gains Reserve

52 D5. Retained Profits

52 D6. Shared Capital

53 E. Income Statement

Reconciliations

53 E1. Reconciliation of Net Cash

Flows From Operating

Activities to Profit

53 E2. Tax Reconciliations

54 F. Further Information

54 F1. Related Parties

54 F2. Remuneration of Auditors

54 F3. Segment Reporting

55 F4. Summary of Other

Accounting Policies

57 F5. Performance Bond

57 F6. Share-based Payments

58 F7. Principles of Consolidation

58 F8. Subsidiaries

59 F9. Parent Entity Financial

Information

36Australian Foundation Investment Company Limited Annual Report 2020

Note
2020

$’000

2019

$’000

Dividends and distributionsA3257,858433,009

Interest income from depositsA31,5543,615

Other revenueA34,8954,729

Total revenue264,307441,353

Net gains/(losses) on trading portfolioA39,740(4,686)

Income from operating activities274,047436,667

Finance costs(1,047)(826)

Administration expensesB1(14,759)(14,312)

Profit before income tax expense258,241421,529

Income tax expenseB2, E2(17,846)(15,156)

Profit for the year240,395406,373

Profit is attributable to:

Equity holders of Australian Foundation Investment Company Ltd239,931405,932

Minority interest464441

240,395406,373

CentsCents

Basic earnings per shareA519.8834.00

This Income Statement should be read in conjunction with the accompanying notes.

Consolidated Income Statement

For the Year Ended 30 June 2020

37Australian Foundation Investment Company Limited Annual Report 2020

Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2020

Year to 30 June 2020Year to 30 June 2019

Revenue

1

$’000

Capital

1

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Profit for the year240,395-240,395406,373-406,373

Other comprehensive income

Items that will not be recycled through

the Income Statement

Gains/(losses) for the period -(568,806)(568,806)-261,984261,984

Tax on above-167,602167,602-(86,616)(86,616)

Total other comprehensive income-(401,204)(401,204)-175,368175,368

Total comprehensive income 240,395(401,204)(160,809)406,373175,368581,741

1. ‘Capital’ includes realised or unrealised gains or losses (and the tax on those) on securities in the investment portfolio, including non-equity

investments held in the investment portfolio. Income in the form of distributions and dividends is recorded as ‘revenue’. All other items,

including expenses, are included in Profit for the year, which is categorised under ‘revenue’.

Year to 30 June 2020Year to 30 June 2019

Revenue

$’000

Capital

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Total comprehensive income

is attributable to:

Equity holders of Australian Foundation

Investment Company Ltd239,931(401,204)(161,273)405,932175,368581,300

Minority interests464-464441-441

240,395(401,204)(160,809)406,373175,368581,741

This Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

38Australian Foundation Investment Company Limited Annual Report 2020

Consolidated Balance Sheet
As at 30 June 2020

Note

2020

$’000

2019

$’000

Current assets

Cash D1111,318206,429

Receivables17,34740,128

Trading portfolio4,304-

Total current assets132,969246,557

Non-current assets

Investment portfolioA27,117,9707,572,640

Deferred tax assets872-

Total non-current assets7,118,8427,572,640

Total assets7,251,8117,819,197

Current liabilities

Payables884932

Tax payable30,77117,052

Trading portfolio-7,033

Provisions4,7654,114

Total current liabilities36,42029,131

Non-current liabilities

Provisions1,3751,471

Deferred tax liabilities-100

Deferred tax liabilities – investment portfolioB2973,4991,163,749

Total non-current liabilities974,8741,165,320

Total liabilities1,011,2941,194,451

Net assets6,240,5176,624,746

Shareholders’ equity

Share capitalA1, D62,947,2432,888,136

Revaluation reserveA1, D32,166,0302,561,314

Realised capital gains reserveA1, D4397,712462,257

General reserveA123,63723,637

Retained profitsA1, D5705,273688,244

Parent entity interest6,239,8956,623,588

Minority interest6221,158

Total equity6,240,5176,624,746

This Balance Sheet should be read in conjunction with the accompanying notes.

39Australian Foundation Investment Company Limited Annual Report 2020

Year Ended 30 June 2020Note
Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,888,1362,561,314462,25723,637688,2446,623,5881,1586,624,746

Dividends paid to shareholdersA4--(58,625)-(222,902)(281,527)-(281,527)

– Dividend Reinvestment PlanD659,249----59,249-59,249

Other share capital adjustments(142)----(142)-(142)

Total transactions with shareholders59,107-(58,625)-(222,902)(222,420)-(222,420)

Profit for the year----239,931239,931464240,395

Other comprehensive income (net of tax)

Net losses for the period-(401,204)

---(401,204)-(401,204)

Other comprehensive income for the year-(401,204)---(401,204)-(401,204)

Transfer to realised capital gains of cumulative losses on investments sold-5,920(5,920)-----

Dividend paid to minority interests by AICS------(1,000)(1,000)

Total equity at the end of the year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Year Ended 30 June 2019Note

Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,811,7212,422,568448,89223,637631,7256,338,5437176,339,260

Dividends paid to shareholdersA4--(23,257)-(349,413)(372,670)-(372,670)

– Dividend Reinvestment PlanD676,556----76,556-76,556

Other share capital adjustments(141)----(141)-(141)

Total transactions with shareholders76,415-(23,257)-(349,413)(296,255)-(296,255)

Profit for the year----405,932405,932441406,373

Other comprehensive income (net of tax)

Net gains for the period-175,368

---175,368-175,368

Other comprehensive income for the year-175,368---175,368-175,368

Transfer to realised capital gains of cumulative gains on investments sold-(36,622)36,622-----

Total equity at the end of the year2,888,1362,561,314462,25723,637688,2446,623,5881,1586,624,746

This Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

For the Year Ended 30 June 2020

40Australian Foundation Investment Company Limited Annual Report 2020

Year Ended 30 June 2020Note
Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,888,1362,561,314462,25723,637688,2446,623,5881,1586,624,746

Dividends paid to shareholdersA4--(58,625)-(222,902)(281,527)-(281,527)

– Dividend Reinvestment PlanD659,249----59,249-59,249

Other share capital adjustments(142)----(142)-(142)

Total transactions with shareholders59,107-(58,625)-(222,902)(222,420)-(222,420)

Profit for the year----239,931239,931464240,395

Other comprehensive income (net of tax)

Net losses for the period-(401,204)

---(401,204)-(401,204)

Other comprehensive income for the year-(401,204)---(401,204)-(401,204)

Transfer to realised capital gains of cumulative losses on investments sold-5,920(5,920)-----

Dividend paid to minority interests by AICS------(1,000)(1,000)

Total equity at the end of the year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Year Ended 30 June 2019Note

Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,811,7212,422,568448,89223,637631,7256,338,5437176,339,260

Dividends paid to shareholdersA4--(23,257)-(349,413)(372,670)-(372,670)

– Dividend Reinvestment PlanD676,556----76,556-76,556

Other share capital adjustments(141)----(141)-(141)

Total transactions with shareholders76,415-(23,257)-(349,413)(296,255)-(296,255)

Profit for the year----405,932405,932441406,373

Other comprehensive income (net of tax)

Net gains for the period-175,368

---175,368-175,368

Other comprehensive income for the year-175,368---175,368-175,368

Transfer to realised capital gains of cumulative gains on investments sold-(36,622)36,622-----

Total equity at the end of the year2,888,1362,561,314462,25723,637688,2446,623,5881,1586,624,746

This Statement of Changes in Equity should be read in conjunction with the accompanying notes.

41Australian Foundation Investment Company Limited Annual Report 2020

Note
2020

$’000

Inflows/

(Outflows)

2019

$’000

Inflows/

(Outflow)

Cash flows from operating activities

Sales from trading portfolio 39,66339,599

Purchases for trading portfolio (25,160)(28,964)

Interest received1,5733,663

Dividends and distributions received255,492366,436

271,568380,734

Other receipts5,0955,117

Administration expenses(14,403)(14,875)

Finance costs paid(1,047)(826)

Taxes paid(6,578)(18,388)

Net cash inflow/(outflow) from operating activitiesE1254,635351,762

Cash flows from investing activities

Sales from investment portfolio589,059810,462

Purchases for investment portfolio (694,841)(752,440)

Taxes paid on capital gains(20,394)(6,406)

Net cash inflow/(outflow) from investing activities(126,176)51,616

Cash flows from financing activities

Net bank borrowings-(100)

Share issue transaction costs(142)(141)

Dividends paid(223,428)(295,891)

Net cash inflow/(outflow) from financing activities(223,570)(296,132)

Net increase/(decrease) in cash held(95,111)107,246

Cash at the beginning of the year206,42999,183

Cash at the end of the yearD1111,318206,429

For the purpose of the Cash Flow Statement, ‘cash’ includes cash and deposits held at call.

This Cash Flow Statement should be read in conjunction with the accompanying notes.

Consolidated Cash Flow Statement

For the Year Ended 30 June 2020

42Australian Foundation Investment Company Limited Annual Report 2020

A. Understanding AFIC’s Financial Performance
A1. How AFIC Manages its Capital

AFIC’s objective is to provide shareholders with attractive investment returns through access to a growing stream of fully franked

dividends and enhancement of capital invested.

AFIC recognises that its capital will fluctuate with market conditions. In order to manage those fluctuations, the Board may adjust

the amount of dividends paid, issue new shares, buy back the Company’s shares or sell assets.

AFIC’s capital consists of its shareholders’ equity plus any net borrowings. A summary of the balances in equity is provided below:

2020

$’000

2019

$’000

Share capital2,947,2432,888,136

Revaluation reserve2,166,0302,561,314

Realised capital gains reserve397,712462,257

General reserve23,63723,637

Retained profits705,273688,244

6,239,8956,623,588

Refer to Notes D3–D6 for a reconciliation of movement from period to period for each equity account (except the general reserve,

which is historical, relates to past profits which can be distributed and has had no movement).

A2. Investments Held and How They Are Measured

AFIC has two portfolios of securities: the investment portfolio and the trading portfolio.

The investment portfolio holds securities which the Company intends to retain on a long term basis, and includes a small sub-component

over which options may be written. The trading portfolio consist of securities that are held for short term trading only, including call

option contracts written over securities that are held in the specific sub-component of the investment portfolio and on occasion put

options and is relatively small in size. The Board has therefore focused the information in this section on the investment portfolio. Details

of all holdings (except for the specific option holdings) as at the end of the reporting period can be found at the end of the Annual Report.

The balance and composition of the investment portfolio was:

2020

$’000

2019

$’000

Equity instruments (excluding below) at market value6,661,7207,072,586

Equity instruments (over which options may be written)456,250500,054

7,117,9707,572,640

How Investments Are Shown in the Financial Statements

The accounting standards set out the following hierarchy for fair value measurement:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices, which can be observed either directly (as prices) or indirectly (derived from prices).

Level 3: Inputs for the asset or liabilities that are not based on observable market data.

All financial instruments held by AFIC are classified as Level 1 (other than the options sold by the Company which are Level 2).

Their fair values are initially measured at the costs of acquisition and then remeasured based on quoted market prices at the

end of the reporting period.

NOTES TO THE FINANCIAL STATEMENTS

43Australian Foundation Investment Company Limited Annual Report 2020

Net Tangible Asset Backing Per Share
The Board regularly reviews the net asset backing per share both before and after provision for deferred tax on the unrealised gains

in AFIC’s long term investment portfolio. Deferred tax is calculated as set out in Note B2. The relevant amounts as at 30 June 2020

and 30 June 2019 were as follows:

30 June 2020

$

30 June 2019

$

Net tangible asset backing per share

Before tax5.966.49

After tax5.165.52

Equity Investments

The shares in the investment portfolio are designated under the accounting standards as financial assets measured at fair value

through ‘other comprehensive income’ (OCI), because they are equity instruments held for long term capital growth and dividend

income, rather than to make a profit from their sale. This means that changes in the value of these shares during the reporting period

are included in OCI in the Consolidated Statement of Comprehensive Income. The cumulative change in value of the shares over time

is then recorded in the revaluation reserve. On disposal, the amounts recorded in the revaluation reserve are transferred to the

realisation reserve.

Securities Sold and How They Are Measured

Where securities are sold, any difference between the sale price and the cost is transferred from the revaluation reserve to the

realisation reserve and the amounts noted in the Consolidated Statement of Changes in Equity. This means the Company is able to

identify the realised gains out of which it can pay a ‘Listed Investment Company’ (LIC) gain as part of the dividend, which conveys

certain taxation benefits to many of AFIC’s shareholders.

During the period $584.6 million (2019: $782.0 million) of equity securities were sold. The cumulative loss on the sale of securities was

$5.9 million for the period after tax (2019: $36.6 million gain). This has been transferred from the revaluation reserve to the realisation

reserve (see Consolidated Statement of Changes in Equity). These sales were accounted for at the date of trade.

A3. Operating Income

The total income received from AFIC’s investments in 2020 is set out below.

Dividends and Distributions

2020

$’000

2019

$’000

Income from securities held in investment portfolio at 30 June242,790368,629

Income from investment securities sold during the year15,06864,269

Income from securities held in trading portfolio at 30 June--

Income from trading securities sold during the year-111

257,858433,009

Interest income

Revenue from deposits and cash management trusts1,5543,615

Other revenue

Administration fees4,8534,729

Other income 42-

4,8954,729

Notes to the Financial Statements

continued

44Australian Foundation Investment Company Limited Annual Report 2020

Dividend Income
Distributions from listed securities are recognised as income when those securities are quoted in the market on an ex-distribution basis.

Capital returns on ordinary shares are treated as an adjustment to the carrying value of the shares.

Trading Income

Net gains on the trading and options portfolio are set out below.

2020

$’000

2019

$’000

Net gains

Net realised gains/(losses) from trading portfolio – shares1,038140

– options8,428(4,055)

Unrealised gains/(losses) from trading portfolio – shares243-

– options31(771)

9,740(4,686)

$108.4 million of shares are lodged with the ASX Clear Pty Ltd as collateral for sold option positions written by the Group (2019:

$131.0 million). These shares are lodged with ASX Clear under the terms of ASX Clear Pty Ltd which require participants in the

Exchange Traded Option market to lodge collateral, and are recorded as part of the Group’s investment portfolio. If all call options

were exercised, this would lead to the sale of $32.0 million worth of securities at an agreed price – the ‘exposure’ (2019: $218.4 million).

There were no put options in the portfolio at 30 June (2019: $4.0 million exposure).

A4. Dividends Paid

The dividends paid and payable for the year ended 30 June 2020 are shown below:

2020

$’000

2019

$’000

(a) Dividends Paid During the Year

Final dividend for the year ended 30 June 2019 of 14 cents fully franked at 30 per cent paid

29 August 2019 (2019: 14 cents fully franked at 30 per cent paid on 31 August 2018).164,150162,800

Interim dividend for the year ended 30 June 2020 of 10 cents per share fully franked

at 30 per cent paid 24 February 2020 (2019: 10 cents fully franked at 30 per cent paid

25 February 2019)117,377116,594

Special dividend of 8 cents per share fully franked at 30 per cent paid 25 February 2019-93,276

281,527372,670

Dividends paid in cash222,278296,114

Dividends reinvested in shares59,24976,556

281,527372,670

Dividends forgone via DSSP7,1117,946

(b) Franking Credits

Opening balance of franking account at 1 July182,607156,187

Franking credits on dividends received88,920165,325

Tax paid during the year26,23424,221

Franking credits paid on ordinary dividends paid(120,654)(159,716)

Franking credits deducted on DSSP shares issued(3,054)(3,410)

Closing balance of franking account174,053182,607

Adjustments for tax payable in respect of the current year’s profits and the receipt

of dividends recognised as receivables33,80325,702

Adjusted closing balance207,856208,309

Impact on the franking account of dividends declared but not recognised as a liability

at the end of the financial year:(72,622)(72,009)

Net available135,234136,300

These franking account balances would allow AFIC to frank additional dividend payments

up to an amount of:315,546318,033

AFIC’s ability to continue to pay franked dividends is dependent upon the receipt of franked dividends from the trading and investment

portfolios and on AFIC paying tax.

45Australian Foundation Investment Company Limited Annual Report 2020

2020
$’000

2019

$’000

(c) New Zealand Imputation Account

(Figures in A$ at year-end exchange rate: 2020: $NZ1.071:$A1; 2019: $NZ1.045:$A1)

Opening balance14,3817,356

Imputation credits on dividends received7,1877,384

Imputation credits on dividends paid(13,074)-

Closing balance8,49414,740

There will be no NZ imputation credit attached to the proposed dividend payable

on 1 September 2020.

(d) Dividends Declared After Balance Date

Since the end of the year Directors have declared a final dividend of 14 cents per share

fully franked at 30 per cent. The aggregate amount of the final dividend for the year to

30 June 2020 to be paid on 1 September 2020, but not recognised as a liability at the

end of the financial year is: 169,451

(e) Listed Investment Company Capital Gain Account

Balance of the listed investment company (LIC) capital gain account:62,91263,335

This equates to an attributable gain of:89,87490,478

Distributed LIC capital gains may entitle certain shareholders to a deduction in their tax return, as set out in the dividend statement.

LIC capital gains available for distribution are dependent on the disposal of investment portfolio holdings that qualify for LIC capital

gains, or the receipt of LIC distributions from LIC securities held in the portfolios. $86.5 million attributable gain is attached to the final

dividend to be paid on 1 September 2020.

A5. Earnings Per Share

The table below shows the earnings per share based on the profit for the year:

Basic Earnings Per Share

2020

Number

2019

Number

Weighted average number of ordinary shares used as the denominator1,206,707,3941,193,810,502

$’000$’000

Profit for the year 239,931405,932

CentsCents

Basic earnings per share19.8834.00

Notes to the Financial Statements

continued

46Australian Foundation Investment Company Limited Annual Report 2020

B. Costs, Tax and Risk
B1. Management Costs

The total management expenses for the period are as follows:

2020

$’000

2019

$’000

Rental expense relating to non-cancellable leases (699)(698)

Employee benefit expenses(8,587)(8,039)

Depreciation charge--

Other administration expenses(5,473)(5,575)

(14,759)(14,312)

Employee Benefit Expenses

A major component of employee benefit expenses is Directors’ and Executives’ remuneration. This has been summarised below:

Short term

Benefits

$

Other

Long term

Benefits

$

Post-

employment

Benefits

$

Share

Based

Payments

$

Total

$

2020

Non-Executive Directors 716,550-63,450-780,000

Executives2,755,048(100,800)98,858166,6502,919,756

Total3,471,598(100,800)162,308166,6503,699,756

2019

Non-Executive Directors692,379-65,776-758,155

Executives2,686,935(57,025)96,89977,6622,804,471

Total3,379,314(57,025)162,67577,6623,562,626

Detailed remuneration disclosures are provided in the Remuneration Report.

The above figures include share-based expenses incurred in respect of Ross Barker, former Managing Director, who is still eligible

for vesting under these plans.

The Group (i.e. AFIC and its subsidiary, Australian Investment Company Services (AICS) – see Note F8) does not make loans

to Directors or Executives.

B2. Tax

AFIC’s tax position, and how it accounts for tax, is explained here. Detailed reconciliations of tax accounting to the financial statements

can be found in Note E2.

The income tax expense for the period is the tax payable on this financial year’s taxable income, adjusted for any changes in deferred

tax assets and liabilities attributable to temporary differences and for any unused tax losses. Deferred tax assets and liabilities (except

for those related to the unrealised gains or losses in the investment portfolio) are offset, as all current and deferred taxes relate to the

Australian Taxation Office and can legally be settled on a net basis.

A provision has been made for taxes on any unrealised gains or losses on securities valued at fair value through the Income Statement

– i.e. the trading portfolio, puttable instruments and convertible notes that are classified as debt.

A provision also has to be made for any taxes that could arise on sale of securities in the investment portfolio, even though there is no

intention to dispose of them. Where AFIC disposes of such securities, tax is calculated according to the particular parcels allocated to

the sale for tax purposes, offset against any capital losses carried forward.

47Australian Foundation Investment Company Limited Annual Report 2020

Tax Expense
The income tax expense for the period is shown below:

(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable

2020

$’000

2019

$’000

Profit before income tax expense 258,241421,529

Tax at the Australian tax rate of 30 per cent (2019: 30 per cent)77,472126,459

Tax offset for franked dividends received(61,344)(115,510)

Off-market buy-back income not included in profit-15,097

Demerger dividend non-taxable-(13,089)

Sundry items whose tax treatment differs from accounting treatment4,1714,331

20,29917,288

Over provision in prior years(2,453)(2,132)

Total tax expense17,84615,156

Deferred Tax Liabilities – Investment Portfolio

The accounting standards require us to recognise a deferred tax liability for the potential capital gains tax on the unrealised gain in the

investment portfolio. This amount is shown in the Balance Sheet. However, the Board does not intend to sell the investment portfolio,

so this tax liability is unlikely to arise at this amount. Any sale of securities would also be affected by any changes in capital gains tax

legislation or tax rate applicable to such gains when they are sold.

2020

$’000

2019

$’000

Deferred tax liabilities on unrealised gains in the investment portfolio973,4991,163,749

Opening balance at 1 July1,163,7491,097,527

Tax on realised gains(22,648)(20,394)

Charged to OCI for ordinary securities on gains or losses for the period(167,602)86,616

973,4991,163,749

B3. Risk

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

As a LIC that invests in tradeable securities, AFIC can never be free of market risk as it invests its capital in securities which are not risk

free – the market price of these securities will fluctuate.

A general fall in market prices of 5 per cent and 10 per cent, if spread equally over all assets in the investment portfolio, would have

led to a reduction in AFIC’s comprehensive income of $249.1 million and $498.3 million respectively, at a tax rate of 30 per cent

(2019: $265.0 million and $530.1 million).

AFIC seeks to reduce market risk at the investment portfolio level by ensuring that it is not, in the opinion of the Investment Committee,

overly exposed to one company or one particular sector of the market. The relative weightings of the individual securities and the

relevant market sectors are reviewed by the Investment Committee and risk can be managed by reducing exposure where necessary.

AFIC does not have a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

Notes to the Financial Statements

continued

48Australian Foundation Investment Company Limited Annual Report 2020

AFIC’s total investment exposure by sector is as below:
2020

%

2019

%

Energy3.014.28

Materials15.7617.50

Industrials15.8815.17

Consumer Discretionary5.984.37

Consumer Staples 4.605.06

Banks 17.1621.80

Other Financials8.269.73

Property Trusts1.740.71

Telecommunications4.423.61

Healthcare16.6210.86

Information Technology4.003.01

Utilities1.031.25

Cash1.542.65

Securities representing over 5 per cent of the investment portfolio at 30 June were

CSL8.55.8

Commonwealth Bank7.78.6

BHP7.07.3

AFIC is also not directly exposed to material currency risk as most of its investments are quoted in Australian dollars.

The writing of call options provides some protection against a fall in market prices as it generates income to partially compensate

for a fall in capital values. Options are only written against securities that are held in the trading or the specific sub-section of the

investment portfolio.

Interest Rate Risk

The Group is not currently materially exposed to interest rate risk as all its cash investments and borrowings are short term for a fixed

interest rate.

Credit Risk

Credit 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. AFIC is exposed to credit risk from cash, receivables, securities in the trading portfolio and securities in the investment

portfolio respectively. None of these assets are overdue. The risk in relation to each of these items is set out below.

Cash

All cash investments not held in a transactional account are invested in short term deposits with Australia’s ‘big four’ commercial banks

or in cash management trusts which invest predominantly in short term securities with an A1+ rating. In the unlikely event of a bank

default or default on the underlying securities in the cash trust, there is a risk of losing the cash deposits and any accrued unpaid interest.

Receivables

Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within two days of the

date of a transaction. Receivables are non-interest bearing and unsecured. In the event of a payment default, there is a risk of losing

any difference between the price of the securities sold and the price of the recovered securities from the discontinued sale. Receivables

also include dividends from securities that have passed the record date for the distribution but have not paid as at the current date.


Trading and Investment Portfolios

Converting and convertible notes or other interest-bearing securities that are not equity securities carry credit risk to the extent of their

carrying value. This risk will be realised in the event of a shortfall on winding-up of the issuing companies.

49Australian Foundation Investment Company Limited Annual Report 2020

Liquidity Risk
Liquidity risk is the risk that an entity will not be able to meet its financial liabilities.

AFIC monitors its cash-flow requirements daily. The Investment Committee also monitors the level of contingent payments on a regular

basis by reference to known sales and purchases of securities, dividends and distributions to be paid or received, put options that may

require AFIC to purchase securities, and facilities that need to be repaid. AFIC ensures that it has either cash or access to short term

borrowing facilities sufficient to meet these contingent payments.

AFIC’s inward cash-flows depend upon the dividends received. Should these drop by a material amount, AFIC would amend its

outward cash-flows accordingly. AFIC’s major cash outflows are the purchase of securities and dividends paid to shareholders,

and both of these can be adjusted by the Board and management. Furthermore, the assets of AFIC are largely in the form of readily

tradeable securities which can be sold on-market if necessary.

The table below analyses AFIC’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the

contractual undiscounted cash-flows. Balances due within 12 months equal their carrying amounts as the impact of discounting

is not significant.

30 June 2020

Less Than

6 Months

$’000

6–12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables884--884884

884--884884

Derivatives

Options in trading portfolio*-----

-----

30 June 2019

Less Than

6 Months

$’000

6–12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables932--932932

932--932932

Derivatives

Options in trading portfolio*3,963--3,9637,033

3,963--3,9637,033

* In the case of call options, there are no contractual cash flows as if the option is exercised the contract will be settled in the securities over which the

option is written. The contractual cash flows for put options written are the cash sums the Company will pay to acquire securities over which the options

have been written, and it is assumed for purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow).

C. Unrecognised Items

Unrecognised items, such as contingencies, do not appear in the financial statements, usually because they don’t meet the requirements

for recognition. However, they have the potential to have a significant impact on the Group’s financial position and performance.

C1. Contingencies

Directors are not aware of any material contingent liabilities or contingent assets other than those already disclosed elsewhere in the

Financial Report.

Notes to the Financial Statements

continued

50Australian Foundation Investment Company Limited Annual Report 2020

Further information that shareholder may find useful is included here. It is grouped into three sections:
D. Balance Sheet Reconciliations

E. Income Statement Reconciliations

F. Further Information

D. Balance Sheet Reconciliations

This section provides further information about the basis of calculation of line items in the financial statements.

D1. Current Assets – Cash

2020

$’000

2019

$’000

Cash at bank and in hand (including on-call)111,318201,429

Fixed term deposits -5,000

111,318206,429

Cash holdings yielded an average floating interest rate of 1.02 per cent (2019: 2.07 per cent). All cash investments are held in a

transactional account or an over-night ‘at call’ account invested in cash management trusts which invest predominantly in short term

securities with an A1+ rating.

D2. Credit Facilities

2020

$’000

2019

$’000

Commonwealth Bank of Australia – cash advance facilities250,000140,000

Amount drawn down --

Undrawn facilities250,000140,000

The above borrowings are unsecured. Repayment of facilities is done either through the use of cash received from distributions or the

sale of securities, or by rolling existing facilities into new ones. Facilities are usually drawn down for no more than three months.

D3. Revaluation Reserve

2020

$’000

2019

$’000

Opening balance at 1 July2,561,3142,422,568

Gains/(losses) on investment portfolio

– Equity instruments(568,806)261,984

Provision for tax on above167,602(86,616)

Cumulative taxable realised (gains)/losses (net of tax)5,920(36,622)

2,166,0302,561,314

This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting

policy Note A2.

51Australian Foundation Investment Company Limited Annual Report 2020

D4. Realised Capital Gains Reserve
2020

$’000

2019

$’000

Opening balance at 1 July462,257448,892

Dividends paid(58,625)(23,257)

Cumulative taxable realised gains/(losses) for period through OCI (net of tax)(5,920)36,622

397,712462,257

This reserve records gains or losses after applicable taxation arising from disposal of securities in the investment portfolio as

described in A2.

D5. Retained Profits

2020

$’000

2019

$’000

Opening balance at 1 July688,244631,725

Dividends paid(222,902)(349,413)

Profit for the year239,931405,932

705,273688,244

This reserve relates to past profits.

D6. Share Capital

Movements in Share Capital

DateDetailsNotes

Number

of Shares

’000

Issue Price

$

Paid-up

Capital

$’000

1/07/2018Balance1,186,1472,811,721

31/08/2018Dividend Reinvestment Plani5,3566.1833,100

31/08/2018Dividend Substitution Share Planii5266.18n/a

25/02/2019Dividend Reinvestment Plani7,3285.9343,456

25/02/2019Dividend Substitution Share Planii7915.93n/a

VariousCosts of issue--(141)

30/06/2019Balance1,200,1482,888,136

29/08/2019Dividend Reinvestment Plani5,5416.2134,407

29/08/2019Dividend Substitution Share Planii6226.21n/a

24/02/2020Dividend Reinvestment Plani3,5856.9324,842

24/02/2020Dividend Substitution Share Planii4686.93n/a

VariousCosts of issue--(142)

30/06/2020Balance1,210,3642,947,243

(i) Shareholders elect to have all or part of their dividend payment reinvested in new ordinary shares under the Dividend Reinvestment Plan (DRP).

The price of the new DRP shares is based on the average selling price of shares traded on the Australian Securities Exchange and Chi-X in the

five days after the shares begin trading on an ex-dividend basis.

(ii) The Group has a Dividend Substitution Share Plan (DSSP) whereby shareholders may elect to forgo a dividend and receive shares instead.

Pricing for the DSSP shares is done as per the DRP shares.

(iii) The Group has an on-market share buy-back program. During the financial year, no shares were bought back (2019: Nil).

All shares have been fully paid, rank pari passu and have no par value.

Notes to the Financial Statements

continued

52Australian Foundation Investment Company Limited Annual Report 2020

E. Income Statement Reconciliations
E1. Reconciliation of Net Cash Flows From Operating Activities to Profit

2020

$’000

2019

$’000

Profit for the year240,395406,373

Net decrease/(increase) in trading portfolio(11,337)276

Dividends received as securities under DRP investments(8,355)(16,848)

Coles demerger dividend – non-cash item-(43,629)

Decrease/(increase) in current receivables22,78137,106

– Less increase/(decrease) in receivables for investment portfolio-(27,495)

Increase/(decrease) in deferred tax liabilities(191,222)67,579

– Less (increase)/decrease in deferred tax liability on investment portfolio190,250(66,222)

Increase/(decrease) in current payables(48)220

– Less increase/(decrease) in dividends payable151(223)

Increase/(decrease) in provision for tax payable13,7198,807

Capital gains tax charge taken through equity(22,648)(20,394)

Prior year taxes paid relating to capital gains20,3946,406

Increase/(decrease) in other provisions/non-cash items 555(194)

Net cash flows from operating activities254,635351,762

E2. Tax Reconciliations

Tax Expense Composition

2020

$’000

2019

$’000

Charge for tax payable relating to the current year21,27115,931

Over provision in prior years(2,453)(2,132)

(Increase)/Decrease in deferred tax assets(972)1,357

17,84615,156

Amounts Recognised Directly Through Other Comprehensive Income

Net movement in deferred tax liabilities relating to capital gains tax on the movement

in gains in the investment portfolio(167,602)86,616

(167,602)86,616

Deferred Tax Assets and Liabilities

The deferred tax balances are attributable to:

2020

$’000

2019

$’000

(a) Tax on unrealised gains or losses in the trading portfolio(82)231

(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible1,8491,680

(c) Interest and dividend income receivable which is not assessable for tax until receipt(895)(2,011)

872(100)

Movements:

Opening balance at 1 July(100)1,257

Credited/(charged) to Income Statement972(1,357)

872(100)

Deferred tax assets arise when provisions and expenses have been charged but are not yet tax deductible. These assets are realised

when the relevant items become tax deductible, as long as enough taxable income has been generated to claim the assets against,

and as long as there are no changes to the tax legislation that affect AFIC’s ability to claim the deduction.

53Australian Foundation Investment Company Limited Annual Report 2020

F. Further Information
This section covers information that is not directly related to specific line items in the financial statements, including information

about related party transactions, share-based payments, assets pledged as security and other statutory information.

F1. Related Parties

All transactions with deemed related parties were made on normal commercial terms and conditions and approved by

independent Directors.

(a) Arrangements With Non-Executive Directors

Non-Executive Directors R Barker, J Paterson and C Walter have rented office space and, for R Barker and J Paterson, a parking space

from the Group at commercial rates during the year. Sub-lease rental income (included in revenue) received or receivable by the Group,

excluding GST, during the year was $62,265 (2019: $61,275).

(b) AICS Transactions With Minority Interests

The below transactions were with Djerriwarrh Investments Ltd as a minority interest holder in the Company’s subsidiary.

2020

$’000

2019

$’000

Administration expenses charged for the year2,6342,515

(c) AICS Transactions With Other Listed Investment Companies

AICS had the following transactions with other listed investment companies to which it provides services:

2020

$’000

2019

$’000

Administration expenses charged for the year to Mirrabooka Investments Ltd1,4541,382

Administration expenses charged for the year to AMCIL Ltd839906

F2. Remuneration of Auditors

For the year the auditor earned or will earn the following remuneration:

2020

$

2019

$

PricewaterhouseCoopers

Audit services

Audit or review of Financial Reports 202,815195,987

Audit related services

AFSL compliance audit and review8,1687,998

Non-audit services

Taxation compliance services32,29330,670

Total remuneration243,276234,655

F3. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker.

The Board, through its sub-committees, has been identified as the chief operating decision-maker, as it is responsible for allocating

resources and assessing performance of the operating segments.

Description of Segments

The Board makes the strategic resource allocations for AFIC. AFIC has therefore determined the operating segments based on the

reports reviewed by the Board, which are used to make strategic decisions.

The Board is responsible for AFIC’s entire portfolio of investments and considers the business to have a single operating segment.

The Board’s asset allocation decisions are based on a single, integrated investment strategy, and AFIC’s performance is evaluated

on an overall basis.

Notes to the Financial Statements

continued

54Australian Foundation Investment Company Limited Annual Report 2020

Segment Information Provided to the Board
The internal reporting provided to the Board for AFIC’s assets, liabilities and performance is prepared on a consistent basis with the

measurement and recognition principles of Australian Accounting Standards, except that net assets are reviewed both before and

after the effects of capital gains tax on investments (as reported in AFIC’s Net Tangible Asset announcements to the ASX).

Other Segment Information

Revenues from external parties are derived from the receipt of dividend, distribution and interest income, and income arising on the

trading portfolio and realised income from the options portfolio.

AFIC is domiciled in Australia and most of AFIC’s income is derived from Australian entities or entities that maintain a listing in Australia.

AFIC has a diversified portfolio of investments, with only two investments comprising more than 10 per cent of AFIC’s income, including

realised income from the trading and options written portfolios – Commonwealth Bank (12.4 per cent) and BHP (10.5 per cent) (2019:

as a consequence of buy-backs and demerger dividends three investments: Wesfarmers (14.9 per cent), Rio Tinto (13.1 per cent) and

BHP (11.9 per cent)).

F4. Summary of Other Accounting Policies

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations issued

by the Australian Accounting Standards Board and the Corporations Act 2001. This Financial Report has been authorised for issue on

27 July 2020 in accordance with a resolution of the Board and is presented in the Australian currency. The Directors of the Company

have the power to amend and reissue the Financial Report.

AFIC has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases

and their equivalent AASB terminology are as follows:

PhraseAASB Terminology

Market ValueFair value for actively traded securities

CashCash and cash equivalents

Share CapitalContributed equity

OptionsDerivatives written over equity instruments that are valued at fair value through profit or loss

HybridsEquity instruments that have some of the characteristics of debt

AFIC complies with International Financial Reporting Standards (IFRS). AFIC is a ‘for profit’ entity.

AFIC has not applied any Australian Accounting Standards or AASB Interpretations that have been issued as at balance date but are

not yet operative for the year ended 30 June 2020 (‘the inoperative standards’). The impact of the inoperative standards has been

assessed and the impact has been identified as not being material. AFIC only intends to adopt other inoperative standards at the date

at which their adoption becomes mandatory.

Basis of Accounting

The financial statements are prepared using the valuation methods described in A2. All other items have been treated in accordance

with the historical cost convention.

Fair Value of Financial Assets and Liabilities

The fair value of cash and non-interest bearing monetary financial assets and liabilities of AFIC approximates their carrying value.

Convertible Notes

On the issue of convertible notes, the Group estimates the fair value of the liability component of the convertible notes, being the

obligation to make future payments of principal and interest to holders, using a market interest rate for a non-convertible note of similar

terms and conditions. The residual amount is included in equity as other equity securities with no recognition of any change in the value

of the option in subsequent periods. The liability component is then included in borrowings. Expenses incurred in connection with the

issue of the notes are deducted from the total face value and the expense is then incurred over the life of the notes.

The total liability is subsequently carried on an amortised cost basis with interest on the notes recognised as finance costs on an

effective yield basis until the liability is extinguished on conversion or maturity of the notes.

55Australian Foundation Investment Company Limited Annual Report 2020

Employee Benefits
(i) Wages, Salaries and Annual Leave

Liabilities for wages and salaries, including annual leave, expected to be settled within 12 months of balance date are recognised as

current provisions in respect of employees’ services up to balance date and are measured at the amounts expected to be paid when

the liabilities are settled.

(ii) Long Service Leave

In calculating the value of long service leave, consideration is given to expected future wage and salary levels, experience of employee

departures and periods of service. Expected future payments are discounted using market yields at balance date on national

government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Cash Incentives

Cash incentives are provided under the Executive Annual Incentive Plan and are dependent upon the performance of the Group.

A provision is made for the cost of unsettled cash incentives at balance date. The Investment Team Annual Incentive Plans are also

settled on a cash basis.

(iv) Share Incentives

Share incentives are provided under the Executive Annual Incentive Plan, Executive Long Term Incentive Plan, Investment Team Long

Term Incentive Plan and the Employee Share Acquisition Scheme.

For the Employee Share Acquisition Scheme and the Executive Annual Incentive Plan, the incentives are based on the performance

of the individual, the Group and investment companies to which the Group provides administration services, for the financial year.

For the Employee Share Acquisition Scheme and a portion of the Executive Annual Incentive, the recipient agrees to purchase

(or have purchased for them) shares on-market, but receives a cash amount. A provision for the amount payable under the Annual

Incentive Plans is recognised on the Balance Sheet.

For the Investment Team Long Term Incentive Plan, the incentives are based on the performance of the Group and investment companies

to which the group provides administration services over a four-year period. The incentives may be settled in shares (but based on a

cash amount) or cash. Historically, all awards have been cash. Expenses are recognised over the four year assessment period based

on the amount expected to be payable under this plan, resulting in a provision for incentive payable being built up on the Balance Sheet

over the assessment period.

Under the Executive Long Term Incentive Plan which was introduced for the year ended 30 June 2013, the amount awarded is represented

by performance shares. The 30-day Volume Weighted Average Price (VWAP) of AFIC shares up to but not including 1 July is calculated.

The amount of ELTIP available is then divided by this 30-day VWAP price to determine the number of performance shares that may vest

at the vesting point in four years’ time. The value of each performance shares will be adjusted by the accumulation return on the AFI

share price (being the movement in the share price assuming the reinvestment of any dividends) up to vesting date, based on a final

share price calculated on the 30-day VWAP price up to 30 June. No shares vested during the year ended 30 June 2020.

The expense will be charged directly through the Income Statement in the following manner – 25 per cent of the total estimated cost in Year

1, 50 per cent of the total estimated cost in Year 2 less the expense charged in Year 1, 75 per cent of the total estimated cost in Year 3 less

the expense charged in Years 1 and 2 and 100 per cent of the total estimated cost in Year 4 less the expense charged in Years 1, 2 and 3.

Directors’ Retirement Allowances

The Group recognises as ‘amounts payable’ Directors’ retirement allowances that have been crystallised. No further amounts will be

expensed as retirement allowances.

Administration Fees

The Group currently provides administrative services to other listed investment companies. The associated fees are recognised on

an accruals basis as income throughout the year. Any amounts outstanding at balance date are recognised as receivable, subject to

the assessment of recoverability by the Directors.

Operating Leases

The Group currently has an operating lease in respect of its premises. Payments made under operating leases are charged to the

Income Statement on a straight-line basis over the period of the lease.

Rounding of Amounts

AFIC is a company of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191,

relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance

with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.

Notes to the Financial Statements

continued

56Australian Foundation Investment Company Limited Annual Report 2020

F5. Performance Bond
The Group’s subsidiary, AICS, has under the terms of its Australian Financial Services Licence in place a performance bond to the sum

of $20,000 underwritten by the Commonwealth Bank of Australia in favour of the Australian Securities and Investments Commission

(ASIC), payable on demand to ASIC.


F6. Share-based Payments

Share-based Payments

The Group has a number of share incentive arrangements. These are accounted for in accordance with Note F4. Where shares are

issued to employees of AICS, AICS compensates AFIC for the fair value of the shares.

(a) Executive Incentive Plans

The Executives’ remuneration arrangements incorporate an ‘at risk’ component as set out in the Remuneration Report. Part of this

‘at risk’ component is paid in shares in the Group.

(i) Executive Annual Incentive Plan

Each financial year, the Remuneration Committee sets the target (cash) amount of remuneration that could be paid should all

performance targets and measures be achieved. If all are achieved, 100 per cent of the remuneration will be awarded. If stretch levels

of performance are achieved above target, then higher amounts may be paid. On the other hand there is no set minimum that will be

paid regardless of performance.

The performance measures are a combination of the performance of the Group, the investment companies to which the Group

provides administration services, and personal objectives.

All of the incentive remuneration awarded is paid in cash, with 50 per cent of the after-tax amount being used by the Executive

to purchase shares. All remuneration under the plan, is paid in the financial year following the year of assessment.

The Executive agrees to the shares being subject to being held for two years (holding term), during which they cannot be sold.

Dividends are paid to Executives on these shares prior to the expiry of the holding term. Should an Executive leave the Group

before the holding term expires, the restriction will be lifted.

9,609 shares (2019: 13,619 shares) were purchased by Executives in the year (in relation to the prior year) with a fair value

(being the acquisition price) of $81,835 (2019: $84,147).


(ii) Executive Long Term Incentive Plan

Under the Executive Long Term Incentive Plan, the amount awarded will be represented by Performance Rights. The 30-day Volume

Weighted Average Price (VWAP) of AFIC shares up to but not including 1 July will be calculated. The amount of ELTIP available will then

be divided by this 30-day VWAP price to determine the number of Performance Rights that may vest at the vesting point in four years’

time. The value of each Performance Right will be adjusted by the accumulation return on the AFI share price (being the movement in

the share price assuming the reinvestment of any dividends) up to vesting date, based on a final share price calculated on the 30-day

VWAP price up to 30 June.

The estimated fair value of the award will be calculated in accordance with AASB 2 – Share Based Payments at the end of each

year until the final year of vesting. The liability shown after the final year of vesting will represent the actual amount being paid

to eligible employees as a cash-settled share-based payment.

65,198 rights were awarded under the plan during the year ended 30 June 2020 (2019: 64,201). An expense of $462,267 (2019:

$494,042) was incurred for the 2016/17, 2017/18, 2018/19 and 2019/20 plans. 57,089 rights under the 2015/16 plan were forfeited

during the year (100 per cent).

(iii) Investment Team Long Term Incentive Plan

Similar to the Annual Incentive Plans, a target cash amount of long term incentive is set each year in respect of that year, which will

vest in four years’ time. The percentage of this target that ultimately vests four years after the award depends on the gross return

of the Group and the investment companies it provides administration services to.

The amount that vests will be paid in cash or shares (purchased on-market at that time, based on the cash amount that vests) at the

discretion of the Group.

No LTIP vested in the period (2019 $Nil).

57Australian Foundation Investment Company Limited Annual Report 2020

(b) Employee Share Acquisition Scheme
Under the current Employee Share Acquisition Scheme, each employee who is not a participant in the Executive or Investment Team

Incentive Plans is awarded $5,000 per annum. After PAYG is deducted, $2,500 is used to buy shares in the Company which need to

be held for three years. After three years, or the departure of the employee from employment with the Group, the shares come out

of the holding lock.

In addition, each employee is eligible for an additional award of up to $5,000. 50 per cent of the amount awarded is used to buy shares

in one of the other LICs that AICS provides services to. The amount that is awarded is dependent on the metrics used for the vesting

of the Investment Team’s Short Term Incentive (excluding personal measures). During the year, 28 per cent of the possible maximum

was awarded, and 50 per cent of this was used to buy shares in Mirrabooka Investments Limited.

(c) Expenses Arising from Share Based Payment Transactions

Total expenses arising from share based payment transactions recognised during the period as part of the employee benefit expense

(excluding any reversals and the Investment Team Long Term Incentive Plan) were as follows:

2020

$’000

2019

$’000

Share-based payment expense 507 542

(d) Liability

The total liability arising from share based payment transactions is included in the current and non-current liabilities for ‘provisions’.

F7. Principles of Consolidation

AFIC’s consolidated financial statements consist of the financial statements of AFIC, the parent, and its subsidiary, Australian

Investment Company Services Ltd (AICS). 25 per cent of AICS is owned by Djerriwarrh Investments Ltd, another investment

company for which AICS performs operational and investment administration services, and for which it is paid monthly.

No subsidiaries were acquired or disposed of during the year. Intercompany transactions and balances between AFIC and AICS

are eliminated on consolidation.

The financial information for the parent entity, disclosed in F9 on the following page, has been prepared on the same basis as the

consolidated financial statements. All notes are for the consolidated Group unless specifically noted otherwise.

F8. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:

Name of Entity

Country of

IncorporationClass of shares

Equity Holding

20202019

Australian Investment Company Services LtdAustralia Ordinary75%75%

The investment in AICS is accounted for at cost in the individual financial statements of AFIC.

Notes to the Financial Statements

continued

58Australian Foundation Investment Company Limited Annual Report 2020

F9. Parent Entity Financial Information
Summary Financial Information

The individual financial statements for the parent entity show the following aggregate amounts:

2020

$’000

2019

$’000

Balance Sheet

Current assets125,705230,698

Total assets7,243,6747,803,337

Current liabilities30,96517,487

Total liabilities1,005,4861,183,065

Shareholders’ equity

Issued capital2,947,2432,888,136

Reserves

Revaluation reserve2,166,0302,561,314

Realised capital gains reserve397,712462,257

General reserve23,63723,637

Retained earnings703,566684,928

3,290,945 3,732,136

Total shareholders’ equity6,238,1886,620,272

Profit or loss for the year238,539404,609

Total comprehensive income (162,665)579,977

59Australian Foundation Investment Company Limited Annual Report 2020

In the Directors’ opinion:
1) the financial statements and notes set out on pages 37 to 59 are in accordance with the Corporations Act 2001 including:

a) complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting

requirements; and

b) giving a true and fair view of the entity’s financial position as at 30 June 2020 and of its performance for the financial year

ended on that date; and

2) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Note F4 to the financial statements confirms that the financial statements also comply with International Financial Reporting Standards

as issued by the International Accounting Standards Board.

This declaration is made in accordance with a resolution of the Directors.

This declaration has been made after receiving the declarations required to be made to the Directors by the Managing Director and the

Chief Financial Officer regarding the financial statements in accordance with Section 295A of the Corporations Act 2001 for the financial

year ended 30 June 2020. The declarations received were that, in the opinion of the Managing Director and the Chief Financial Officer

to the best of their knowledge, the financial records of the Company have been properly maintained, that the financial statements

comply with accounting standards and that they give a true and fair view.


John Paterson

Chairman

Melbourne

27 July 2020

DIRECTORS’ DECLARATION

60Australian Foundation Investment Company Limited Annual Report 2020

INDEPENDENT AUDIT REPORT
61Australian Foundation Investment Company Limited Annual Report 2020

INDEPENDENT AUDIT REPORT
continued

62Australian Foundation Investment Company Limited Annual Report 2020

63Australian Foundation Investment Company Limited Annual Report 2020

INDEPENDENT AUDIT REPORT
continued

64Australian Foundation Investment Company Limited Annual Report 2020

65Australian Foundation Investment Company Limited Annual Report 2020

Information About Shareholders
At 21 July 2020 there were 153,966 holdings of ordinary shares. These holdings were distributed in the following categories:


Size of HoldingShareholdingsPercentage

1 to 1,00057,0011.97%

1,001 to 5,00049,73110.57%

5,001 to 10,00020,68012.41%

10,001 to 100,00025,51451.97%

100,000 and over1,04023.07%

Total153,966100%

Percentage held by the 20 largest holders6.40%

Average shareholding7,861

There were 3,900 shareholdings of less than a marketable parcel of $500 (82 shares).

Voting Rights of Ordinary Shares

The Constitution provides for votes to be cast:

(i) on a show of hands, one vote for each shareholder; and

(ii) on a poll, one vote for each fully paid ordinary share.

Major Shareholders

The 20 largest registered holdings of ordinary shares as at 21 July 2020 are listed below:

Ordinary Shares

RankNameUnits% Units

1HSBC Custody Nominees (Australia) Limited22,132,2431.83

2Citicorp Nominees Pty Limited7,950,8220.66

3Nulis Nominees (Australia) Limited <Navigator Mast Plan Sett A/C> 5,530,2700.46

4Australian Executor Trustees Limited <IPS Super A/C>5,415,4050.45

5Bougainville Copper Limited4,541,0000.38

6Netwealth Investments Limited <Wrap Services A/C>4,301,2200.36

7Navigator Australia Ltd <MLC Investment Sett A/C>3,980,4210.33

8Custodial Services Limited <Beneficiaries Holding A/C>2,629,2750.22

9Bushways Pty Ltd2,570,5920.21

10Investment Custodial Services Limited <C A/C>2,485,9450.21

11Investment Custodial Services Limited <C A/C>2,271,5620.19

12Netwealth Investments Limited <Super Services A/C>2,028,7950.17

13Kalymna Pty Ltd1,835,8860.15

14Australian Executor Trustees Limited <IPS IDPS A/C>1,669,8280.14

15Australian Executor Trustees Limited <No 1 Account>1,454,8450.12

16Twibill Pty Ltd1,443,2160.12

17HSBC Custody Nominees (Australia) Limited <Euroclear Bank SA NV A/C>1,395,4170.12

18BNP Paribas Nominees Pty Ltd <HUB24 Cust Serv Ltd Drp>1,334,1410.11

19Mr Bruce Teele <The Teele Family A/C>1,248,2900.10

20Resthaven Incorporated1,197,2310.10

OTHER INFORMATION

66Australian Foundation Investment Company Limited Annual Report 2020

Sub-underwriting

During the year the Company participated as a sub-underwriter in the following issues of securities:

CompanyUnderwritten byDescription

Amount

Underwritten

Qube Holdings LimitedUBS AG/Merrill Lynch Equities

1 for 6.35 pro-rata accelerated entitlement

offer for c. $500 million

$2,824,425

Substantial Shareholders

The Company has not been notified of any substantial shareholders.

Transactions in Securities

During the year ended 30 June 2020, the Company recorded 925 transactions in securities (including derivatives).

$3,202,652 in brokerage (including GST) was paid or accrued for the year.

67Australian Foundation Investment Company Limited Annual Report 2020

Acquisitions
Cost

($’000)

Goodman Group54,073

Telstra48,867

Sydney Airport35,890

Cochlear (includes participation in placement at $140 per share)31,822

Cleanaway Waste Management29,343

Macquarie Group26,588

Disposals

Proceeds

($’000)

Treasury Wine Estates

#

53,677

Suncorp Group

#

42,046

DuluxGroup (Taken over by Nippon Paint)

#

29,683

Scentre Group

#

26,855

Adelaide Brighton

#

23,689

Perpetual

#

23,212

# Complete disposal from the portfolio.

New Companies Added to the Portfolio

Altium

Netwealth

Ryman Health Care

Major Transactions in the Investment Portfolio

68Australian Foundation Investment Company Limited Annual Report 2020

Individual investments for the combined investment and trading portfolios as at 30 June 2020 are listed below. The list should not,
however, be used to evaluate portfolio performance or to determine the net asset backing per share at other dates. Net asset backing

is advised to the Australian Securities Exchange each month and is recorded on the toll free telephone service at 1800 780 784 and

posted to AFIC’s website (afi.com.au).

Individual holdings in the portfolios may change during the course of the year. In addition, holdings which are part of the trading

portfolio may be subject to call options or sale commitments by which they may be sold at a price significantly different from the

market price prevailing at the time of the exercise or sale.

CodeOrdinary Shares, Trust Units or Stapled Securities

Number

Held

2019

’000

Number

Held

2020

’000

Market

Value

2020

$’000

AIAAuckland International Airport1,7706,07337,412

ALQALS7,5427,54249,477

ALUAltium 03089,988

AMCAmcor12,52712,060174,629

ANNAnsell1,2841,07939,594

ANZAustralia and New Zealand Banking Group9,1889,188171,259

APAAPA Group6,5406,66574,181

APEAP Eagers1,1571,1577,807

ARBARB Corporation3,0813,50362,874

ASXASX7091,05489,993

AUBAUB Group2,0262,52637,130

AWCAlumina20,92319,15831,132

BHP*BHP Group13,48213,935498,770

BKWBrickworks1,8541,62925,781

BXBBrambles12,13912,139131,947

CARCarsales.com4,1915,03389,286

CBACommonwealth Bank of Australia7,9007,900548,418

COHCochlear14733463,049

COLColes Group7,2937,068121,349

CPUComputershare4,6604,38058,035

CSLCSL2,0482,120608,530

CWYCleanaway Waste Management11,27625,51656,135

DJWDjerriwarrh Investments7,5057,50519,139

DUIDiversified United Investment12,03012,03050,888

EQTEQT Holdings 1,3221,32232,710

FPHFisher & Paykel Healthcare Corporation3,8003,485114,447

GMGGoodman Group2,8006,68599,272

IAG*Insurance Australia Group5,4576,95539,984

IREIRESS5,0005,92964,925

IVCInvoCare1,3252,98431,273

JHXJames Hardie Industries6,0655,188142,784

LICLifestyle Communities5,2282,77626,265

MFTMainfreight (NZX listed)3,2093,268120,385

MIRMirrabooka Investments8,7288,72820,336

M LTMilton Corporation10,8419,77639,984

MQGMacquarie Group1,9632,170257,307

NABNational Australia Bank12,88512,917235,347

NWLNetwealth Group01,1009,867

NXTNEXTDC4,3257,86477,701

Holdings of Securities

At 30 June 2020

69Australian Foundation Investment Company Limited Annual Report 2020

CodeOrdinary Shares, Trust Units or Stapled Securities
Number

Held

2019

’000

Number

Held

2020

’000

Market

Value

2020

$’000

ORGOrigin Energy6,5006,50037,960

ORIOrica1,9702,22637,037

OSHOil Search18,03326,24483,195

QUBQube Holdings34,96235,302102,729

REAREA Group38455359,637

REHReece 5,9507,95173,073

RHCRamsay Health Care1,5852,020134,370

RIO*Rio Tinto1,9462,001195,793

RMDResMed3,9353,935108,370

RWCReliance Worldwide Corporation16,90213,13438,615

RYMRyman Health Care (NZX listed)088010,763

S32South3216,74116,74134,152

SEKSeek4,2704,16091,054

SHLSonic Healthcare3,7044,054123,370

SYDSydney Airport17,92421,443121,580

TCLTransurban Group22,59923,137326,922

TLS*Telstra Corporation40,17554,510170,602

WBCWestpac Banking Corporation15,54515,985286,931

WESWesfarmers6,7237,372330,487

WOWWoolworths Group5,6675,667211,255

WPLWoodside Petroleum4,3604,46096,551

XROXero74187178,441

Total7,122,274

* Part of the security was subject to call options written by the Company.

Holdings of Securities

At 30 June 2020 continued

70Australian Foundation Investment Company Limited Annual Report 2020

Date of IssueTypePriceRemarks
24 February 2020DRP/DSSP$6.932.5 per cent discount

29 August 2019DRP/DSSP$6.21

25 February 2019DRP/DSSP$5.932.5 per cent discount

31 August 2018DRP/DSSP$6.18

23 February 2018DRP/DSSP$6.11

30 August 2017DRP/DSSP*$5.92

24 February 2017DRP/DSSP*$5.84

30 August 2016DRP/DSSP*$5.582.5 per cent discount

19 February 2016DRP/DSSP*$5.432.5 per cent discount

25 November 2015SPP$5.515.0 per cent discount

28 August 2015DRP/DSSP*$6.032.5 per cent discount

20 February 2015DRP/DSSP*$5.972.5 per cent discount

6 October 2014 SPP$5.882.5 per cent discount

29 August 2014 DRP/DSSP*$5.932.5 per cent discount

21 February 2014DRP/DSSP*$5.862.5 per cent discount

30 August 2013DRP/DSSP*$5.642.5 per cent discount

DSSP: Dividend Substitution Share Plan

22 February 2013DRP$5.37

31 August 2012DRP$4.36

24 February 2012DRP$4.26

19 December 2011Convertible notes$100 face valueMature 28 February 2017. Interest rate 6.25 per cent

per annum. Conversion price: $5.0864

31 August 2011DRP$4.18

25 February 2011DRP$4.722.5 per cent discount

1 September 2010DRP$4.652.5 per cent discount

2 June 2010SPP$4.622.5 per cent discount

SPP=Share Purchase Plan

26 February 2010DRP$4.825 per cent discount

1 September 2009DRP$4.695 per cent discount

2 March 2009 DRP$3.725 per cent discount

25 August 2008 DRP$4.98

11 April 2008SAP$5.26

27 February 2008DRP$5.265 per cent discount

22 August 2007DRP$5.78

8 March 2007DRP $5.60

22 December 2006SAP$4.90

23 August 2006DRP $4.70

7 March 2006DRP $4.55

4 November 2005SAP $3.96

23 August 2005DRP $3.90

18 March 2005DRP $3.68

19 August 2004DRP $3.29

12 March 2004DRP $3.29

22 October 20031 for 8 rights issue $3.00

15 August 2003DRP $3.47

16 April 2003SAP $3.04

7 March 2003DRP $3.11

14 August 2002DRP $3.11

5 April 2002SAP$3.16

7 March 2002DRP$3.24

15 August 2001DRP$3.08

29 June 2001DRP $2.87

7 March 2001DRP $2.56

16 August 2000DRP$2.47

7 March 2000DRP $2.64

11 August 1999DRP $2.95

12 April 1999SAP$2.54 SAP = Share Acquisition Plan

15 March 1998DRP $2.79

4 September 1998DRP $2.43 DRP = Dividend Reinvestment Plan

Note for issues of securities in earlier years please consult the Company’s website, afi.com.au or via telephone (03) 9650 9911.

* Note that for the shares issued under the DSSP, the price shown is the indicative price used to determine the number of shares issued to participants.

Shares issued under the DSSP are issued at nil cost. Shareholders who sell shares issued under the DSSP should consult their tax adviser as to the

correct treatment of such sales for taxation purposes.

Issues of Securities

71Australian Foundation Investment Company Limited Annual Report 2020

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Robert M Freeman, Managing Director

Ross E Barker

Rebecca P Dee-Bradbury

Graeme R Liebelt

David A Peever

Catherine M Walter AM

Peter J Williams

Company Secretaries

Matthew J Rowe

Andrew JB Porter

Auditor

PricewaterhouseCoopers

Chartered Accountants

Country of Incorporation

Australia

Registered Office and Mailing Address

Level 21, 101 Collins Street

Melbourne, Victoria, 3000

Contact Details

Telephone (03) 9650 9911

Facsimile (03) 9650 9100

Website afi.com.au

Email invest@afi.com.au

For enquiries regarding net asset backing (as advised

each month to the Australian Securities Exchange):

Telephone 1800 780 784 (toll free)

Company Particulars

72Australian Foundation Investment Company Limited Annual Report 2020

Shareholder Information
Share Registrar

Computershare Investor Services Pty Ltd

Yarra Falls

452 Johnston Street

Abbotsford Victoria 3067

New Zealand

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna Auckland 0622

Shareholder

Enquiry Line 1300 662 270 (Australia)

0800 333 501 (New Zealand)

+61 3 9415 4373 (from overseas)

Facsimile (03) 9473 2500

Website investorcentre.com/contact

Share Registrar

For all inquiries relating to shareholdings, dividends and related

matters, please contact the share registrar as above.

Securities Exchange Codes

AFI Ordinary shares (ASX and NZX)

Annual General Meeting

Date Wednesday 14 October 2020

Time 10.00am

Note the AGM will be a virtual meeting conducted online and

via telephone. The subsequent interstate investor meetings will

not be held this year. The recorded webinar of the AGM will be

available on the Company’s website following the presentation.

73Australian Foundation Investment Company Limited Annual Report 2020

Design: MDM Investorcom
Printed on environmentally friendly paper

Annual
Review

20

20

2 5 Year Summary
4 About the Company

6 Review of Operations

and Activities

16 Top 25 Investments

17 Income Statement

18 Balance Sheet

19 Summarised Statement

of Changes in Equity

20 Holdings of Securities

23 Major Transactions in the

Investment Portfolio

24 Company Particulars

25 Shareholder Information

Contents

AUSTRALIAN FOUNDATION

INVESTMENT COMPANY

IS A LISTED INVESTMENT

COMPANY INVESTING

IN AUSTRALIAN AND

NEW ZEALAND EQUITIES.

Australian Foundation Investment Company Limited ABN 56 004 147 120

Year in Summary
Profit for

the Year

$240.4m

$406.4m in 2019.

Down 40.8%, excluding

one-off items in 2019

down 12%

Total

Shareholder

Return

2.9%

Share price plus

dividend, including

franking*

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

32 cents total

in 2019 including

8 cent special dividend

* Assumes a shareholder can take full advantage of the franking credits.

2020

Total

Portfolio

$7.2b

Including cash at

30 June $7.8 billion

in 2019

Total

Portfolio

Return

-3.1%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

-6.6%

Management

Expense

Ratio

0.13%

0.13%

in 2019

1Australian Foundation Investment Company Limited Annual Review 2020

5 Year Summary
Net Profit After Tax

($ Million)

2019

2018

2017

2016

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(e)

Net Asset Backing Per Share

($)

(d)

Number of Shareholders

(30 June)

265.8

272.2134.2

(a)

279.0

245.3

2020

240.4

2019

2018

2017

2016

5.50

6.49

6.27

5.89

2020

5.96

2019

2018

2017

2016

113,482

138,671

129,948

119,463

2020

153,588

2019

2018

2017

2016

24

32

(c)

24

24

24

2020

24

2019

2018

2017

2016

23.8

34.0

23.6

21.3

2020

19.9

2019

2018

2017

2016

6,250

7,566

7,274

6,790

2020

7,122

8

(c)

Net Profit After Tax

($ Million)

2019

2018

2017

2016

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(e)

Net Asset Backing Per Share

($)

(d)

Number of Shareholders

(30 June)

265.8

272.2134.2

(a)

279.0

245.3

2020

240.4

2019

2018

2017

2016

5.50

6.49

6.27

5.89

2020

5.96

2019

2018

2017

2016

113,482

138,671

129,948

119,463

2020

153,588

2019

2018

2017

2016

24

32

(c)

24

24

24

2020

24

2019

2018

2017

2016

23.8

34.0

23.6

21.3

2020

19.9

2019

2018

2017

2016

6,250

7,566

7,274

6,790

2020

7,122

8

(c)

2Australian Foundation Investment Company Limited Annual Review 2020

Net Profit After Tax
($ Million)

2019

2018

2017

2016

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(e)

Net Asset Backing Per Share

($)

(d)

Number of Shareholders

(30 June)

265.8

272.2134.2

(a)

279.0

245.3

2020

240.4

2019

2018

2017

2016

5.50

6.49

6.27

5.89

2020

5.96

2019

2018

2017

2016

113,482

138,671

129,948

119,463

2020

153,588

2019

2018

2017

2016

24

32

(c)

24

24

24

2020

24

2019

2018

2017

2016

23.8

34.0

23.6

21.3

2020

19.9

2019

2018

2017

2016

6,250

7,566

7,274

6,790

2020

7,122

8

(c)

Notes

(a) Participation in the Rio Tinto and BHP off-market

share buy backs, special dividends and the

receipt of a dividend because of the Coles

demerger from Wesfarmers.

(b) All dividends were fully franked. The LIC

attributable gain attached to the dividend was

2020: 7.14 cents, 2019: 7.14 cents, 2018:

2.86 cents, 2017: nil, 2016: 2.1 cents.

(c) 8 cents fully franked special dividend paid

with the interim dividend.

(d) Net asset backing per share based on year-end

data before the provision for the final dividend.

The figures do not include a provision for capital

gains tax that would apply if all securities held as

non-current investments had been sold at balance

date as Directors do not intend to dispose of

the portfolio.

(e) Excludes cash.

3Australian Foundation Investment Company Limited Annual Review 2020

About the Company
How AFIC Invests – What We Look For in Companies

Australian Foundation Investment Company (AFIC)

is a listed investment company investing in Australian

and New Zealand equities.

Investment Objectives

The Company aims to provide

shareholders with attractive investment

returns through access to a growing

stream of fully franked dividends and

growth in capital invested.

The Company’s primary investment

goals are:

• to pay dividends which, over time, grow

faster than the rate of inflation; and

• to provide attractive total returns over

the medium to long term.

4Australian Foundation Investment Company Limited Annual Review 2020

A portfolio that

is managed to

achieve long term

capital and dividend

growth

Quality FirstGrowth

Including dividends

Value

Approach to Investing
The investment philosophy is built

on taking a medium to long term view on

companies in a diversified portfolio with an

emphasis on identifying quality companies

that are likely to sustainably grow their

earnings and dividends over this time frame.

Quality in this context is an outcome of our

assessment of the board and management

as well as some key financial metrics. These

include

return on capital employed, return on

equity, the level of gearing in the balance sheet,

margins and free cash flow. The structure of

the industry and a company’s competitive

position in this industry is also an important

indicator of quality. Linked to this assessment

of quality is the ability of companies to grow

earnings over time, which ultimately should

produce good dividend growth.

As a long term investor, Environmental, Social

and Governance (ESG) analysis is integrated

into AFIC’s investment framework:

• AFIC will seek to invest in companies

that have strong governance and risk

management processes that include

environmental and social risks.

• The remuneration structures proposed

and used by the Boards of the companies

in which AFIC invests are assessed

as we are seeking remuneration plans

and outcomes that align with AFIC’s

(and AFIC’s own investors) interests

as long term shareholders.

• AFIC supports engagement with its investee

companies on these issues, and will vote

as shareholders accordingly.

Recognising value is also an important

aspect of sound long term investing. Short

term measures such as the price earnings

ratio, price to book or price to sales may

be of some value, but aren’t necessarily

strong predictors of future performance.

Our assessment of value tries to capture the

opportunity a business has to prosper and

thrive over the medium to long term.

In building the investment portfolio in this

way, we believe we can offer investors a well-

diversified portfolio of high-quality companies

that is intended to deliver total returns ahead

of the Australian equity market and with less

volatility over the long term.

The Company also uses options written

against a small proportion of its investments

and a small trading portfolio to generate

additional income.

From time to time, some borrowings may

be used where potential investment returns

justify the use of debt. This is managed

within very conservative limits, as determined

by the Board.

AFIC is managed for the benefit of its

shareholders with fees based on the

recovery of costs rather than as a fixed

percentage of the portfolio. There are no

performance fees. As a result, the benefit

of scale over time results in a very low

expense ratio for investors. For the

12 months to 30 June 2020 this was

0.13 per cent, or 13 cents for each

$100 invested.

5Australian Foundation Investment Company Limited Annual Review 2020

Profit and Dividend
The full year profit was $240.4 million. The

profit for the corresponding period last year

was $406.4 million. Investment income was

down, as a number of one-off items were not

repeated this year. This included participation

in the Rio Tinto and BHP off-market share

buy-backs, special dividends and the receipt

of a dividend because of the Coles demerger

from Wesfarmers ($134.2 million in total).

In addition, several companies reduced

or deferred dividends in the second half

of the year, which also meant a fall in

dividend income.

The trading portfolio recorded a profit of

$9.7 million as some placements, where

the Company was satisfied with its existing

holding, were sold for a profit and there was

an increased contribution from option activity.

In the corresponding period, last year, this

portfolio recorded a loss of $4.7 million.

Earnings per share were 19.9 cents, down

from 34.0 cents (22.7 cents excluding one off

items last year). AFIC, as a long-standing listed

investment company, has reserves that can

be used in more difficult conditions. Drawing

upon these reserves, the final dividend was

maintained at 14 cents per share fully franked

despite the fall in income in the second half.

Total fully franked dividends applicable for the

year are 24 cents per share. Last financial year

total dividends were 32 cents per share. This

included a special interim dividend of 8 cents

per share. No special dividend has been paid

this year.

Five cents of the final dividend are sourced

from taxable capital gains, on which the

Company has paid or will pay tax. The amount

of the pre-tax attributable gain on this portion

of the dividend, known as an ‘LIC capital gain’,

is therefore 7.14 cents. The enables some

shareholders to claim a tax deduction in their

tax return.

Market and Portfolio Performance

Economic conditions have been extremely

challenging for many businesses, as the

fallout from the COVID-19 outbreak negatively

impacts many Australians. Equity markets

have also been very volatile following the

all-time highs reached in late February,

as governments and central banks try

and respond to deteriorating conditions

and control of the virus remains uncertain.

The Australian share market was on track

for a very strong year until the world was

unexpectedly hit with the COVID-19 virus in

the early part of the 2020 calendar year. From

the market peak in February through to the

low point for the year in late March, the S&P/

ASX 200 price index was down 36.5 per cent.

Surprisingly, despite the significant decline in

economic conditions, the S&P/ASX 200 price

index increased 29.7 per cent from this low

point until the end of the financial year

(Figure 1), driven primarily by an expansion

in market valuations. In these volatile market

conditions, the positioning of the portfolio to

ensure quality companies with strong industry

positions formed the core of the portfolio has

lessened the impact of the negative market.

Review of Operations and Activities

6Australian Foundation Investment Company Limited Annual Review 2020

Portfolio return for the year, including franking,
was negative 3.1 per cent. Including

franking, the S&P/ASX 200 Accumulation

Index was down 6.6 per cent (Figure 2).

Companies in the portfolio that contributed

strongly to relative returns through the

12-month period were CSL, Wesfarmers,

Fisher & Paykel Healthcare, ResMed,

James Hardie Industries, Xero, NEXTDC

and Carsales.com. In contrast, the major

banks and energy exposures through

Oil Search and Woodside Petroleum

significantly underperformed.

Within the negative return from the market

for the year, Healthcare continued to hold

its ground given the strong performance of

companies such as CSL, ResMed and Fisher

& Paykel Healthcare. Information Technology

rebounded strongly, driven largely by the uplift

in the share price of Afterpay (which AFIC

does not hold), and the performance of Xero

and NEXTDC. In contrast, financials were

down because of the significant pressure on

the major banks and energy was impacted

by the large fall in the oil price (Figure 3).

The long term performance of the portfolio,

which is more aligned with the Company’s

investment timeframes, was 9.3 per cent

per annum for the 10 years to 30 June 2020.

This is in line with the Index return over the

same period of 9.4 per cent. Both of these

figures include the benefit of franking. AFIC’s

performance numbers are after costs.

7,000

6,500

6,000

5,500

5,000

4,500

Jul 19

Aug 19

Sep 19

Oct 19

Nov 19

Dec 19

Jan 20

Feb 20

Mar 20

Apr 20

May 20

Jun 20

Figure 1: Performance of the S&P/ASX 200 Price Index for the Financial Year

7Australian Foundation Investment Company Limited Annual Review 2020

10 year return5 year return1 year return
-3.1%

-6.6%

7.5%

6.7%

9.3%

9.4%

Net asset per share growth plus

dividends, including franking

S&P/ASX 200 Accumulation

Index, including franking

Figure 2: Portfolio Performance* – Per Annum Returns to 30 June 2020

Review of Operations and Activities

continued

Figure 3: Performance of Selected Sectors of the Market

Financials Healthcare EnergyInformation Technology

Jul 19

Aug 19

Sep 19

Oct 19

Nov 19

Dec 19

Jan 20

Feb 20

Mar 20

Apr 20

May 20

Jun 20

160

140

120

100

80

60

40

* Assumes an investor can take full advantage of the franking credits.

8Australian Foundation Investment Company Limited Annual Review 2020

Positioning the Portfolio
During the period, AFIC continued to adjust the

portfolio and took advantage of the decline in

share prices to increase holdings in companies

it wanted to own more of. This included

participation in the recent deeply discounted

capital raisings that have occurred.

As a result, a number of purchases were

undertaken during the year. This included

placements in National Australia Bank,

Cochlear, Auckland International Airport, Oil

Search, NEXTDC, Ramsay Health Care, Reece

and Qube Holdings. Major additions included

Goodman Group, Telstra (to bring some

income into the portfolio), Macquarie Group,

Cleanaway and Sydney Airport. While there

has been a reduction in the number of

holdings in the portfolio over the year from

76 to 61, three new companies (listed below)

were added, given we consider the long term

opportunity for each business to be attractive:

• Altium is an American domiciled, Australian

owned software company that provides

PC-based electronics design software for

engineers who design printed circuit boards.

• Netwealth provides independent investment

platform services to institutional, corporate

and retail clients.

• Ryman Health Care engages in the provision

of integrated retirement villages for the

elderly. It offers independent living, serviced

apartment, rest home, hospital, dementia,

and short term care. It operates throughout

New Zealand and Australia.

9Australian Foundation Investment Company Limited Annual Review 2020

Review of Operations and Activities
continued

Major sales included the complete disposal

of holdings in Treasury Wine Estates, Suncorp

Group, Scentre Group, Adelaide Brighton

and Perpetual, as these funds were deployed

elsewhere in the portfolio. There was also

some small trimming of the position in James

Hardie Industries, although it remains a major

holding in the portfolio.

Figure 4 highlights the profile of AFIC’s

portfolio by the various sectors of the market

at the end of the financial year and how it

differs from the Index.

AFIC portfolio weightS&P/ASX 200 Index weight

17.2%16.6%15.9%15.8%8.3%6.0%1.0%4.6%3.0%4.4%1.5%1.7%4.0%

20%

15%

10%

5%

0%

Banks

Healthcare

Industrials

Materials

Energy

Real

Estate

Cash

Utilities

Other

Financials

Consumer

Discretionary

Consumer

Staples

Communication

Services

Information

Technology

Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index

as at 30 June 2020

10Australian Foundation Investment Company Limited Annual Review 2020

11Australian Foundation Investment Company Limited Annual Review 2020

Review of Operations and Activities
continued

12Australian Foundation Investment Company Limited Annual Review 2020

Share Price Return
The share price return, including reinvestment

of dividends and franking credits, over the

12 months to 30 June 2020 was 2.9 per cent,

which is ahead of the portfolio return for the

year. The share price was trading at a premium

of 2.2 per cent to the net asset backing (before

tax on unrealised gains) at the end of June 2020,

whereas at 30 June 2019 the discount was

3.7 per cent (Figure 5). During this period

the net asset backing figure, including

franking, fell 3.1 per cent.

Whilst the share price can often fluctuate

between a premium and discount to net asset

backing, over the long term the share price

return normally aligns with the portfolio return.

Figure 5: Share Price Premium/Discount to Net Asset Backing

15%

-10%

-5%

0%

5%

10%

Jun 09

Jun 10

Jun 11

Jun 12

Jun 13

Jun 14

Jun 15

Jun 16

Jun 17

Jun 18

Jun 19

Jun 20

13Australian Foundation Investment Company Limited Annual Review 2020

Outlook
As we move into the new financial year, the

outlook remains unclear as companies face

an extremely difficult operating environment.

While recent fiscal and monetary support

has provided some breathing space for the

economy, the environment moving forward is

going to be largely dictated by the progress

made on suppressing COVID-19 in Australia

and across the globe.

In this environment, despite very low interest

rates and the significant income support

provided by governments, it is difficult to

reconcile the expansion of market valuations

(Figure 6) with the pressure company profits

and dividends are likely to remain under.

Given the strength of the market since the lows

recorded in March and the further adjustments

that have been made to the portfolio during this

market weakness, we are content to be patient.

We believe the portfolio is well positioned to

withstand further volatility given the high quality

of companies in the portfolio.

Review of Operations and Activities

continued

14Australian Foundation Investment Company Limited Annual Review 2020

Times
Source: FactSet

20

19

18

17

16

15

14

13

2015

2016201720182019

2020

5-year average 15.9

Figure 6: Valuation of the Market – Price Earnings Ratio of the S&P/ASX 200 Index

15Australian Foundation Investment Company Limited Annual Review 2020

Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 30 June 2020

Total Value

$ Million

% of the

Portfolio

1CSL 608.58.5

2Commonwealth Bank of Australia548.47.7

3BHP Group*498.87.0

4Wesfarmers 330.54.6

5Transurban Group326.94.6

6Westpac Banking Corporation286.94.0

7Macquarie Group 257.33.6

8National Australia Bank 235.33.3

9Woolworths Group 211.33.0

10Rio Tinto*195.82.7

11Amcor174.62.5

12Australia and New Zealand Banking Group 171.32.4

13Telstra Corporation*170.62.4

14James Hardie Industries 142.82.0

15Ramsay Health Care 134.41.9

16Brambles131.91.9

17Sonic Healthcare123.41.7

18Sydney Airport 121.61.7

19Coles Group121.31.7

20Mainfreight120.41.7

21Fisher & Paykel Healthcare Corporation114.41.6

22ResMed108.41.5

23Qube Holdings102.71.4

24Goodman Group99.31.4

25Woodside Petroleum96.61.4

Total5,433.4

As percentage of total portfolio value (excludes cash)76.3%

* Indicates that options were outstanding against part of the holding.

Top 25 Investments

As at 30 June 2020

16Australian Foundation Investment Company Limited Annual Review 2020

2020
$’000

2019

$’000

Dividends and distributions257,858433,009

Revenue from deposits and bank bills1,5543,615

Other revenue42-

Net gains/(losses) on trading portfolio (including

unrealised gains or losses)9,740(4,686)

Total income269,194431,938

Finance costs(1,047)(826)

Administration expenses (net of recoveries)(9,906)(9,583)

Profit before income tax 258,241421,529

Income tax (17,846)(15,156)

Net profit 240,395406,373

CentsCents

Net profit per share19.8834.00

Income Statement

For The Year Ended 30 June 2020

17Australian Foundation Investment Company Limited Annual Review 2020

2020
$’000

2019

$’000

Current assets

Cash 111,318206,429

Receivables17,34740,128

Trading portfolio4,304-

Total current assets132,969246,557

Non-current assets

Investment portfolio 7,117,9707,572,640

Deferred tax assets872-

Total non-current assets7,118,8427,572,640

Total assets7,251,8117,819,197

Current liabilities

Payables884932

Tax payable30,77117,052

Trading portfolio-7,033

Provisions4,7654,114

Total current liabilities36,42029,131

Non-current liabilities

Provisions1,3751,471

Deferred tax liabilities-100

Deferred tax liabilities – investment portfolio973,4991,163,749

Total non-current liabilities974,8741,165,320

Total liabilities1,011,2941,194,451

Net assets6,240,5176,624,746

Shareholders’ equity

Share capital2,947,2932,888,186

Revaluation reserve2,166,0302,561,314

Realised capital gains reserve397,712462,257

General reserve23,63723,637

Retained profits705,845689,352

Total shareholders’ equity (including minority interests)6,240,5176,624,746

Balance Sheet

As at 30 June 2020

18Australian Foundation Investment Company Limited Annual Review 2020

2020
$’000

2019

$’000

Total equity at the beginning of the year6,624,7466,339,260

Dividends paid(281,527)(372,670)

Shares issued – Dividend Reinvestment Plan59,24976,556

Other Share Capital Adjustments(142)(141)

Total transactions with shareholders(222,420)(296,255)

Profit for the year 240,395406,373

Revaluation of investment portfolio(568,806)261,984

Provision for tax on revaluation167,602(86,616)

Revaluation of investment portfolio (after tax)(401,204)175,368

Total comprehensive income for the year(160,809)581,741

Realised gains on securities sold16,72857,016

Tax expense on realised gains on securities sold(22,648)(20,394)

Net realised gains/(losses) on securities sold(5,920)36,622

Transfer from revaluation reserve to realised gains reserve5,920(36,622)

Dividend paid to minority interests(1,000)-

Total equity at the end of the year6,240,5176,624,746

A full set of AFIC’s final accounts are available on the Company’s website.

Summarised Statement of Changes in Equity

For the Year Ended 30 June 2020

19Australian Foundation Investment Company Limited Annual Review 2020

Individual investments for the combined investment and trading portfolios as at 30 June 2020 are
listed below. The list should not, however, be used to evaluate portfolio performance or to determine

the net asset backing per share at other dates. Net asset backing is advised to the Australian

Securities Exchange each month and is recorded on the toll free telephone service at 1800 780 784

and posted to AFIC’s website afi.com.au.

Individual holdings in the portfolios may change during the course of the year. In addition, holdings

which are part of the trading portfolio may be subject to call options or sale commitments by which

they may be sold at a price significantly different from the market price prevailing at the time of the

exercise or sale.

Code

Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2019

’000

Number

Held

2020

’000

Market

Value

2020

$’000

AIAAuckland International Airport1,7706,07337,412

ALQALS7,5427,54249,477

ALUAltium 03089,988

AMCAmcor12,52712,060174,629

ANNAnsell1,2841,07939,594

ANZAustralia and New Zealand

Banking Group

9,1889,188171,259

APAAPA Group6,5406,66574,181

APEAP Eagers1,1571,1577,807

ARBARB Corporation3,0813,50362,874

ASXASX7091,05489,993

AUBAUB Group2,0262,52637,130

AWCAlumina20,92319,15831,132

BHP*BHP Group13,48213,935498,770

BKWBrickworks1,8541,62925,781

BXBBrambles12,13912,139131,947

CARCarsales.com4,1915,03389,286

CBACommonwealth Bank of Australia7,9007,900548,418

COHCochlear14733463,049

COLColes Group7,2937,068121,349

CPUComputershare4,6604,38058,035

Holdings of Securities

At 30 June 2020

20Australian Foundation Investment Company Limited Annual Review 2020

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2019

’000

Number

Held

2020

’000

Market

Value

2020

$’000

CSLCSL2,0482,120608,530

CWYCleanaway Waste Management11,27625,51656,135

DJWDjerriwarrh Investments7,5057,50519,139

DUIDiversified United Investment12,03012,03050,888

EQTEQT Holdings 1,3221,32232,710

FPHFisher & Paykel Healthcare Corporation3,8003,485114,447

GMGGoodman Group2,8006,68599,272

IAG*Insurance Australia Group5,4576,95539,984

IREIRESS5,0005,92964,925

IVCInvoCare1,3252,98431,273

JHXJames Hardie Industries6,0655,188142,784

LICLifestyle Communities5,2282,77626,265

MFTMainfreight (NZX listed)3,2093,268120,385

MIRMirrabooka Investments8,7288,72820,336

M LTMilton Corporation10,8419,77639,984

MQGMacquarie Group1,9632,170257,307

NABNational Australia Bank12,88512,917235,347

NWLNetwealth Group01,1009,867

NXTNEXTDC4,3257,86477,701

ORGOrigin Energy6,5006,50037,960

ORIOrica1,9702,22637,037

OSHOil Search18,03326,24483,195

QUBQube Holdings34,96235,302102,729

REAREA Group38455359,637

REHReece 5,9507,95173,073

RHCRamsay Health Care1,5852,020134,370

RIO*Rio Tinto1,9462,001195,793

RMDResMed3,9353,935108,370

RWCReliance Worldwide Corporation16,90213,13438,615

RYMRyman Health Care (NZX listed)088010,763

21Australian Foundation Investment Company Limited Annual Review 2020

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2019

’000

Number

Held

2020

’000

Market

Value

2020

$’000

S32South3216,74116,74134,152

SEKSeek4,2704,16091,054

SHLSonic Healthcare3,7044,054123,370

SYDSydney Airport17,92421,443121,580

TCLTransurban Group22,59923,137326,922

TLS*Telstra Corporation40,17554,510170,602

WBCWestpac Banking Corporation15,54515,985286,931

WESWesfarmers6,7237,372330,487

WOWWoolworths Group5,6675,667211,255

WPLWoodside Petroleum4,3604,46096,551

XROXero74187178,441

Total7,122,274

* Part of the security was subject to call options written by the Company.

Holdings of Securities

At 30 June 2020 continued

22Australian Foundation Investment Company Limited Annual Review 2020

Acquisitions
Cost

($’000)

Goodman Group54,073

Telstra48,867

Sydney Airport35,890

Cochlear (includes participation in placement at $140 per share)31,822

Cleanaway Waste Management29,343

Macquarie Group26,588

Disposals

Proceeds

($’000)

Treasury Wine Estates

#

53,677

Suncorp Group

#

42,046

DuluxGroup (Taken over by Nippon Paint)

#

29,683

Scentre Group

#

26,855

Adelaide Brighton

#

23,689

Perpetual

#

23,212

# Complete disposal from the portfolio.

New Companies Added to the Portfolio

Altium

Netwealth

Ryman Health Care

Major Transactions in the Investment Portfolio

23Australian Foundation Investment Company Limited Annual Review 2020

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

AFIC is a listed investment company.

As such it is an investor in equities and

similar securities on the stock market

primarily in Australia.

Directors

John Paterson, Chairman

Robert M Freeman, Managing Director

Ross E Barker

Rebecca Dee-Bradbury

Graeme R Liebelt

David A Peever

Catherine M Walter AM

Peter J Williams

Company Secretaries

Matthew J Rowe

Andrew JB Porter

Auditor

PricewaterhouseCoopers

Chartered Accountants

Country of Incorporation

Australia

Registered Office and Mailing Address

Level 21, 101 Collins Street

Melbourne Victoria 3000

Contact Details

Telephone (03) 9650 9911

Facsimile (03) 9650 9100

Website afi.com.au

Email invest@afi.com.au

For enquiries regarding net asset backing

(as advised each month to the Australian

Securities Exchange)

Telephone 1800 780 784 (toll free)

Company Particulars

24Australian Foundation Investment Company Limited Annual Review 2020

Securities Registrar
Computershare Investor Services Limited

Yarra Falls, 452 Johnston Street

Abbotsford Victoria 3067

AFIC Shareholder

Enquiry Lines 1300 662 270 (Australia)

0800 333 501 (New Zealand)

+61 3 9415 4373

(from overseas)

Facsimile (03) 9473 2500

Website investorcentre.com.au/contact

Share Registrar

For all enquiries relating to shareholdings,

dividends and related matters, please contact

the share registrar in your country.

Securities Exchange Codes

AFI Ordinary shares (ASX and NZX)

Annual General Meeting

Time 10.00am

Date Wednesday 14 October 2020

Note the AGM will be a virtual meeting

conducted online and via telephone.

The subsequent interstate investor meetings

will not be held this year. The recorded webinar

of the AGM will be available on the Company’s

website following the presentation.

Shareholder Information

25Australian Foundation Investment Company Limited Annual Review 2020

Design: MDM Investorcom
Printed on environmentally friendly paper

Notice of Annual
General Meeting

20

20

The Annual General Meeting of Australian

Foundation Investment Company Limited,

ABN: 56 004 147 120 (the ‘Company’) will be held

on Wednesday 14 October 2020 at 10.00am (AEDT)

2Australian Foundation Investment Company Limited
Dear Shareholders,

On behalf of the Board of Australian Foundation Investment Company Limited (AFIC) I confirm that AFIC’s 92nd Annual

General Meeting (AGM) will be held on Wednesday 14 October 2020 commencing at 10.00am (AEDT). Attached is

our Notice of Meeting that sets out the business of the AGM.

In light of the COVID-19 pandemic, and the uncertainty surrounding a physical meeting, this year our AGM will be a

virtual one and take place via an online platform. There will not be a physical meeting venue for shareholders to attend.

The Federal Treasurer has issued a Determination that permits companies to hold fully virtual annual general meetings.

Whilst the Directors and I look forward to the opportunity to speak to fellow shareholders at the AGM, and the shareholder

presentations we usually do around Australia, the health and safety of our employees, shareholders and the wider

community is paramount. You will find details of our virtual meeting format in the attached Notice of Meeting, together

with various methods for you to vote, ask questions and otherwise participate in the meeting.

To give shareholders a reasonable opportunity to participate without being physically present in the same place,

all shareholders and proxyholders will be able to participate in the AGM via the online platform or telephone:

Via the online platform web.lumiagm.com/ using code: 360 460 979 or by using the Lumi AGM app,

which is available by downloading the app from the Apple App Store or Google Play Store.

Using an online platform via a computer, mobile phone or iPad/tablet device with internet access you will be able to join

and participate in the meeting.

Shareholders and proxyholders will have the ability to vote and ask questions in real time during the AGM and to hear all

of the discussion via the online platform, subject to connectivity of your device. You will need to provide your shareholder

details (including your SRN or HIN and registered postcode) to be verified as a shareholder. Proxyholders will need to

phone the Computershare call centre (on +61 3 9415 4024) 1 hour before the meeting to obtain their login details.

Via telephone

To join via the teleconference, please use the details below:

Telephone: 1800 175 864 (free call within Australia) 1300 212 365 (mobile, free call within Australia)

+61 2 8373 3550 (outside Australia) Conference ID: 8066738

Shareholders and proxyholders will be able to listen into the presentation and discussion and ask questions

via telephone. Participants cannot vote using the teleconference facility.

The Company encourages all shareholders to submit a proxy vote ahead of the meeting, this can be done using the

paper form or online via investorvote.com.au.

If you cannot attend the meeting online at the scheduled time, you can participate in the AGM by appointing a proxy

to attend and vote live at the AGM. Shareholders can appoint a proxy on the enclosed proxy form, instructions on how

to lodge the proxy form are contained in the attached Notice of Meeting.

Questions may also be asked in advance of the meeting via email to agm@afi.com.au. The question form is included

with this Notice of Meeting.

A detailed guide on how to participate virtually is set out in the Online Meeting Guide enclosed. This Guide explains how

you can ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully log in

and navigate the site.

This Guide will be lodged with the ASX and is also available on our website afi.com.au.

We look forward to your virtual attendance and being able to resume our face-to-face shareholder presentations as soon

as it is safe to do so.

Yours sincerely


John Paterson

Chairman

3Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2020
The Annual General Meeting of Australian Foundation Investment Company Limited, ABN: 56 004 147 120

(the ‘Company’) will be held on Wednesday 14 October 2020 at 10.00am (AEDT).

Shareholders are requested to participate in the AGM virtually via our online AGM platform or via the appointment

of a proxy. Further information on how to participate virtually is set out in this Notice and the Online Meeting Guide.

The Company has determined that, for the purpose of voting at the meeting, shares will be taken to be held by those

persons recorded on the Company’s register at 7.00pm (AEDT) on Monday 12 October 2020.

1. Financial Statements and Reports

To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended

30 June 2020.

(Please note that no resolution will be required to be passed on this matter.)

2. Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):

“That the Remuneration Report for the financial year ended 30 June 2020 be adopted.”

(Please note that the vote on this item is advisory only.)

3. to 5. Re-election of Directors

To consider and, if thought fit, to pass the following resolutions (as ordinary resolutions):

3. “That John Paterson, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible

is re-elected as a Director of the Company.”

4. “That David Peever, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible

is re-elected as a Director of the Company.”

5. “That Catherine Walter, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible

is re-elected as a Director of the Company.”

By Order of the Board

Matthew Rowe

Company Secretary

31 August 2020



BUSINESS OF THE MEETING

4Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2020
The Explanatory Notes below provide

additional information regarding the

items of business proposed for the

Annual General Meeting.

IMPORTANT: Shareholders are urged

to direct their proxy how to vote by

clearly marking the relevant box for

each item on the proxy form.

Please ensure that your properly

completed proxy form reaches the

share registry by the deadline

of 10.00am (AEDT) on Monday

12 October 2020.

Item 1. Financial Statements

and Reports

During this item there will be a reasonable

opportunity for shareholders to ask

questions and comment on the Directors’

Report, Financial Statements and

Independent Audit Report for the

financial year ended 30 June 2020.

No resolution will be required to be

passed on this matter.

Shareholders who have not elected to

receive a hard copy of the Company’s

2020 Annual Report can view or

download it from the Company’s

website at:

afi.com.au/our-company

#Companyreports

Item 2. Adoption of

Remuneration Report

Board recommendation and

undirected proxies: The Board

recommends that shareholders vote

in FAVOUR of Item 2. The Chairman of

the meeting intends to vote undirected

proxies in FAVOUR of Item 2.

During this item there will be a

reasonable opportunity for shareholders

at the meeting to comment on and ask

questions about the Remuneration Report

which can be found in the Company’s

2020 Annual Report. As prescribed by

the Corporations Act, the vote on the

proposed resolution is an advisory one.

Voting Exclusions on Item 2

Pursuant to sections 250BD and 250R

of the Corporations Act 2001 (Cth), votes

may not be cast, and the Company will

disregard any votes cast, on the resolution

proposed in Item 2 (‘Resolution 2’):

• by or on behalf of any member of

the key management personnel

of the Company’s consolidated

group (a ‘KMP member’) whose

remuneration details are included

in the Remuneration Report, or any

of their closely related parties,

regardless of the capacity in which

the votes are cast; or

• by any person who is a KMP member

as at the time Resolution 2 is voted

on at the Annual General Meeting,

or any of their closely related parties,

as a proxy,

unless the votes are cast as a proxy

for a person who is entitled to vote on

Resolution 2:

• in accordance with a direction in the

proxy appointment; or

• by the Chairman of the Annual General

Meeting in accordance with an express

authorisation in the proxy appointment

to cast the votes even if Resolution 2 is

connected directly or indirectly with the

remuneration of a KMP member.

If the Chairman of the Annual General

Meeting is appointed, or taken to be

appointed, as a proxy, the shareholder

can direct the Chairman to vote for or

against, or to abstain from voting on,

Resolution 2 by marking the appropriate

box opposite Item 2 on the proxy form.


Pursuant to sections 250BD(2) and

250R(5) of the Corporations Act 2001,

if the Chairman of the meeting is

a proxy and the relevant shareholder

does not mark any of the boxes

opposite Item 2, the relevant

shareholder will be expressly

authorising the Chairman to exercise

the proxy in relation to Item 2.

For the purposes of these voting

exclusions:

• A ‘closely related party’ of a KMP

member means (1) a spouse or child

of the KMP member, (2) a child

of the KMP member’s spouse,

(3) a dependant of the KMP member

or of the KMP member’s spouse,

(4) anyone else who is one of the KMP

member’s family and may be expected

to influence the KMP member, or be

influenced by the KMP member, in

the KMP member’s dealings with the

Company, or (5) a company the KMP

member controls.

• The Company will also apply these

voting exclusions to persons appointed

as attorney by a shareholder to attend

and vote at the Annual General Meeting

under a power of attorney, as if they

were appointed as a proxy.

EXPLANATORY NOTES

5Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2020
Items 3. to 5. Re-election

of Directors

Board recommendation and

undirected proxies: The Board

recommends (with the exception

of each Director in relation to their

own re-election) that shareholders

vote in FAVOUR of Items 3 to 5.

The Chairman of the meeting intends

to vote undirected proxies in FAVOUR

of Items 3 to 5.

John Paterson, David Peever and

Catherine Walter were re-elected as

Directors by shareholders at the 2017

AGM. As such they are required to seek

re-election by shareholders at this AGM.

Their biographical details are set

out below:

John Paterson

Chairman and Independent

Non-Executive Director

BCom (Hons) (Melb), CPA, F Fin

Chairman of the Investment Committee.

Member of the Remuneration, Nomination

and Audit Committees. Director of

the Company’s subsidiary, Australian

Investment Company Services (AICS).

Mr Paterson is a company Director who

was appointed to the Board in June 2005

and Chairman in 2018.

He was a former Alternate Director of

the Company for Mr Campbell from

April 1987 to June 2005. He is Chairman

of Djerriwarrh Investments Limited.

He was formerly a Director of Goldman

Sachs JBWere and is a former member

of the Board of Guardians of Australia’s

Future Fund.

David A Peever

Independent Non-Executive Director

BEc (JCU) MSC (Mineral

Economics) (MQ)

Member of the Audit Committee.

Mr Peever was appointed to the Board

in November 2013. He was Managing

Director of Rio Tinto Australia from

2009 to 2014.

He is Chairman of Brisbane Airport

Group Pty Ltd. Mr Peever is a member

of the Foreign Investment Review Board.

He chaired the Minister of Defence’s

First Principles Review of Defence

and following the acceptance of the

review by Government was Chair of the

Oversight Board which helped guide

implementation (with Defence) of the

Review’s recommendations. David is

also a Non-Executive Director of Naval

Group Australia and a former Director

of the Stars Foundation, a not for profit

body which promotes education of

Indigenous girls. David is also a former

Vice Chairman of the Minerals Council

of Australia and was a Director of the

Business Council of Australia.

Catherine M Walter AM

Independent Non-Executive Director

LLB (Hons), LLM, MBA (Melb), FAICD

Member of the Investment, Remuneration

and Audit Committees. Chairman of the

Nomination Committee.

Mrs Walter is an Australian lawyer and

company Director. She was appointed

to the Board in August 2002. Mrs Walter

is Chair of Melbourne Genomics Health

Alliance and the Financial Adviser

Standards & Ethics Authority (FASEA).

Mrs Walter is a Director of the RBA’s

Payments System Board and a Trustee

of the Helen Macpherson Smith Trust.

She was formerly Chair of Federation

Square Pty Ltd and Australian

Synchrotron Company Ltd, Deputy

Chair of Victorian Funds Management

Corporation and a Director of ASX,

National Australia Bank Ltd, Orica Ltd

and Melbourne Business School.

Further information regarding the

Company’s Corporate Governance

arrangements and the Board’s role can

be found on the Company’s website at:

afi.com.au/corporate-governance

6Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2020
All Resolutions Will Be By Poll

As shareholders are asked to participate

virtually in the meeting, in accordance

with the Treasurer’s Determination each

resolution considered at the meeting

will be conducted by a poll. The Board

considers voting by poll to be in the

interests of the shareholders as a whole

and ensures the views of as many

shareholders as possible are represented

at the meeting.

Participating at the AGM

Shareholders are invited to participate

in the AGM by:

Online Platform: Shareholders and

proxyholders will be able to participate

in the AGM online in real time using

a computer, mobile phone or iPad/

tablet device with internet access. You

will need to provide your shareholder

details (including your SRN or HIN and

postcode) to be verified as a shareholder.

Proxyholders will need to phone the

Computershare call centre 1 hour

before the meeting to obtain their

login details.

Proxyholders: Accessing the

Online Platform

To receive your username and password,

please contact Computershare Investor

Services on +61 3 9415 4024 during the

online registration period which will open

1 hour before the start of the meeting.

Access the Online Platform via

web.lumiagm.com/ using code:

360 460 979 or by using the Lumi AGM

app, which is available by downloading

the app from the Apple App Store or

Google Play Store.

Participating in the AGM online enables

shareholders and proxyholders to listen

to the AGM live, ask questions and

cast direct votes at the appropriate

times during the meeting, subject to

the connectivity of your device. More

information regarding participation in the

meeting online is detailed in the Online

Meeting Guide enclosed and available

on our website afi.com.au.

Telephone: Shareholders and

proxyholders will also be able to dial in to

the meeting to listen in to the presentation

and discussion live and ask questions on

the phone.

To join via the teleconference, please

use the details below:

Telephone:

1800 175 864

(free call within Australia)

1300 212 365

(mobile, free call within Australia)

+61 2 8373 3550

(outside Australia)

Conference ID:

8066738


Joining the Conference Call:

1. In the 10 minutes prior to the call

start time, call the appropriate dial-in

number.

2. Enter the Event Plus passcode

8066738, followed by the pound

or # key and leave any information

requested after the tone. You will be

joined automatically to the conference.

During the call you can indicate if

you would like to ask a question by

pressing (*1) on your telephone

keypad and wait for your name

to be announced.


International Dial-In Numbers will be

available via the Company’s website.


As Shareholders attending by telephone

will be unable to participate virtually and

vote at the AGM they are encouraged to

appoint a proxy by using the proxy form.

Voting Options for the AGM

• Direct voting via the online AGM

platform during the AGM

• Appointing a proxy

Direct Voting Via Online AGM

Platform – During the AGM

In accordance with the Treasurer’s

Determination and clause 41(e) of the

Company’s Constitution (‘Constitution’),

the Directors have determined that at

the AGM, a shareholder who is entitled

to vote on a resolution at the AGM is

entitled to a direct vote in respect of that

resolution and have approved the use

the online AGM platform as the means by

which shareholders can deliver their direct

vote in real time during the AGM.

Shareholders and proxyholders can

participate in the AGM via the online AGM

platform and will be able to vote directly

through the online platform in real time.

Shareholders and proxyholders can vote

directly online at any time between the

start of the AGM at 10.00am (AEDT) and

the closure of voting as announced by the

Chairman during the meeting.

More information regarding direct voting

during the AGM is detailed in the Online

Meeting Guide enclosed and available

on our website afi.com.au.

Proxies

1. A shareholder entitled to attend and

vote at this meeting is entitled to

appoint not more than two proxies

(who need not be members of the

Company) to attend, vote and speak

in the shareholder’s place and to join

in any demand for a poll.

2. A shareholder who appoints two

proxies may specify a proportion or

number of the shareholder’s votes each

proxy is appointed to exercise. Where

no such specification is made, each

proxy may exercise half of the votes

(any fractions of votes resulting from

this are disregarded).

3. Proxy forms may be lodged online

by visiting investorvote.com.au or

by scanning the QR Code on the

proxy form with a mobile device.

4. Relevant custodians may lodge their

proxy forms online by visiting

intermediaryonline.com.

SHAREHOLDER INFORMATION

7Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2020
5. Proxy forms and any authorities

(or certified copies of those authorities)

under which they are signed may be

also delivered by mail or by fax to the

Company’s Share Registry (see details

below) no later than 48 hours before

the meeting, being 10.00am (AEDT)

on Monday 12 October 2020. Further

details are on the proxy form.

6. A proxy need not vote in that capacity

on a poll (unless the proxy is the

Chairman of the meeting). However,

if the proxy’s appointment specifies

the way to vote on a resolution, and the

proxy decides to vote in that capacity

on that resolution, the proxy must vote

the way specified (subject to the other

provisions of this Notice, including

the voting exclusions noted above).

7. In certain circumstances the Chairman

of the meeting will be taken to have

been appointed as the proxy of the

relevant shareholder in respect of

the meeting or the poll on that

resolution even if the shareholder has

not expressly appointed the Chairman

of the meeting as their proxy. This will

occur where:

• an appointment of a proxy specifies

the way the proxy is to vote on

a particular resolution; and

• the appointed proxy is not the

Chairman of the meeting; and

• at the meeting, a poll is called

on the resolution; and

• either of the following apply:

• if a record of attendance is made

for the AGM and the proxy is

not recorded as attending;

• the proxy does not vote on

the resolution.

Corporate Representatives

A body corporate which is a shareholder,

or which has been appointed as a proxy,

may appoint an individual to act as its

representative at the meeting. Evidence

of the appointment of a corporate

representative must comply with

section 250D of the Corporations Act

2001 and be lodged with the Company

before the AGM.

Attorneys

A shareholder may appoint an attorney

to vote on their behalf. To be effective

for the meeting, the instrument effecting

the appointment (or a certified copy of it)

must be received by the deadline for the

receipt of proxy forms (see above), being

no later than 48 hours before the meeting.

Questions From Shareholders

Shareholders who are unable to attend

the meeting or who prefer to register

questions in advance are invited to use

the question form included with their

proxy form or via email agm@afi.com.au.

The deadline for receipt of questions

by email to be considered at the AGM

is 30 September 2020. During the

course of the meeting, the Chairman

will endeavour to address the themes

most frequently raised in the submitted

question forms. Please note that

individual responses will not be sent

to shareholders.

You may also submit questions and

comments during the AGM in real time

via the online platform or via telephone.

Please note, only shareholders may ask

questions online and on the telephone

once they have been verified. More

information regarding asking questions

during the AGM is detailed in the Online

Meeting Guide enclosed and available

on our website afi.com.au.

Share Registry

The Company’s Share Registry details

are as follows:

Computershare Investor Services

Pty Limited

Street Address

Yarra Falls

452 Johnston Street

Abbotsford VIC 3067

Postal Address

GPO Box 242

Melbourne VIC 3001

Telephone

1300 662 270 (within Australia)

0800 333 501 (within New Zealand)

+61 3 9415 4373 (outside Australia)

Facsimile

1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

Website

investorcentre.com/contact

263427_16_V6













































ABN 56 004 147 120

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1300 662 270 (within Australia)

+61 3 9415 4373 (outside Australia)

All your securities will be voted in accordance with your directions. Each resolution considered

at the meeting will be conducted by a poll.



























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*S00000112Q01*

263427_16_V6
I/We being a shareholder/s of AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED hereby appoint

the Chairman

of the meeting

OR

or failing the individual or body corporate named in relation to the meeting generally or in relation to a poll on a given resolution, or if no individual or

body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting or in relation to a poll on the given resolution

(as applicable) on my/our behalf, including to vote in accordance with the following directions (or if no directions have been given, and to the extent

permitted by law, as the proxy sees fi t), at the Annual General Meeting of Australian Foundation Investment Company Limited will be held

virtually

at 10.00am (AEDT) on Wednesday 14 October 2020 and at any adjournment or postponement of that meeting.

Chairman to vote undirected proxies as follows: I/We acknowledge that the Chairman of the meeting intends to vote undirected proxies

in favour of items 2 to 5, to the extent permitted by law.

Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the meeting as my/our

proxy (or the Chairman of the meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the meeting, to the extent

permitted by law, to exercise my/our proxy in respect of item 2 even though item 2 is connected directly or indirectly with the remuneration of a

member of key management personnel of Australian Foundation Investment Company Limited and its consolidated group, which includes the

Chairman of the meeting.

Items of Business

STEP 2

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your

behalf on a poll and your votes will not be counted in computing the required majority

Appoint a proxy to vote on your behalf

Signature of Shareholder(s) This section must be completed.

SIGN

STEP 1

PLEASE NOTE: Leave this box blank if

you have selected the Chairman of the

meeting. Do not insert your own name(s).

Individual or Shareholder 1

Sole Director and Sole Company Secretary

Shareholder 2

Director

Shareholder 3

Director/Company Secretary

Contact

Name

Contact

Daytime

Telephone

Date

/ /

Please mark to indicate your directions

Proxy Form

Change of address. If incorrect,

mark this box and make the correction

in the space to the left. Shareholders

sponsored by a broker (reference

number commences with ’X’) should

advise their broker of any changes.

AFI263427A

For

Against

Abstain

Board recommendations and undirected proxies: To fully inform shareholders in exercising their right to vote, the Board recommends that

shareholders vote in the manner set out beside each item of business.

Board

recommendations

ForItem 2Adoption of Remuneration Report

ForItem 3Re-election of Director – Mr John Paterson

ForItem 4Re-election of Director – Mr David Peever

ForItem 5Re-election of Director – Mrs Catherine Walter

I 9999999999 I N D

XX

MR JOHN SAMPLE

FLAT 123

123 SAMPLE STREET

THE SAMPLE HILL

SAMPLE ESTATE

SAMPLEVILLE VIC 3030

*I1234567890*

AFI
Questions from Shareholders


Question(s): Please mark X if it is a question directed to the auditor


1 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

2 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

3 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

4 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

All correspondence to:

AFI Share Registrar

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Victoria 3001

Australia

263427_21_V1

The Annual General Meeting (AGM) of Australian Foundation Investment Company Limited will be held virtually at 10.00am (AEDT)

on Wednesday 14 October 2020. Shareholders who are unable to attend the meeting, or who prefer to register questions in

advance, are invited to submit any questions they have by completing and returning this form.

Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited,

GPO Box 242, Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Wednesday

30 September 2020. The envelope provided for the return of your proxy form may also be used for this purpose.

You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct

of the audit of the fi nancial statements to be considered at the AGM.

We will endeavour, during the course of the AGM, to address the themes most frequently raised in the submitted question forms.

Please note that individual responses will not be sent to shareholders.

ABN 56 004 147 120

1
1

2

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors

questions online and submit your votes in real time and you will need to either:

a) Visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of

Chrome, Safari, Internet Explorer 11, Edge and Firefox. Please ensure your browser is compatible; or

Australian Residents

Overseas Residents

Appointed Proxy

To participate in the meeting, you will be required to

enter the unique 9 digit Meeting ID provided above.

Getting Started

To log in, you must have the following information:

Username (SRN or HIN)

and Password (postcode

of your registered

address)

Username (SRN or HIN) and

Password (three-character country

code) e.g. New Zealand - NZL;

United Kingdom - GBR; United

States of America - USA; Canada

- CAN. A full list is provided at the

end of this guide.

b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

Online registration will open 1 hour before the start of the meeting

To proceed into the meeting, you will need to

read and accept the Terms and Conditions.

OR

To receive your username and

password, please contact

Computershare Investor Services on

+61 3 9415 4024 during the online

registration period which will open 1

hour before the start of the meeting.

Meeting ID:

Online Meeting Guide

360 460 979

2
45

View the webcast

3

3a

(*Dependant on the speed of your internet)

To view proceedings you must tap the broadcast

arrow on your screen. Video

and/or slides of the meeting will appear after

approx. 30 seconds*. Toggle between the up or

down arrow to view another

screen.

The broadcast bar allows you to view and listen to the proceedings

Home page icon, displays meeting information

Questions icon, used to ask questions

Voting icon, used to vote. Only visible when the chairman opens poll

Once logged in, you will see the home page, which

displays the meeting documents and information on

the meeting. Icons will be displayed in different

areas, depending on the device you are using.

To register as a securityholder, select ‘I have a login’

and enter your username (SRN or HIN) and

password (postcode or country code).

If you are a visitor, select ‘I am a guest’ and enter

your name and email details. Please note, visitors

will not be able to ask questions or vote at the

meeting.

To Ask Questions
3

6

To Vo t e

7

https://web.lumiagm.com

When the Chairman declares the poll open:

•To vote tap one of the voting options. Your

response will be highlighted.

• To change your vote, simply press a different

option to override.

The number of items you have voted or yet to vote

on, is displayed at the top of the screen.

Votes may be changed up to the time the chairman

closes the poll.

On some devices, to vote, you may need to minimise the webcast by selecting the arrow in the broadcast bar,

audio will still be available. To return to the webcast after voting, select the arrow again.

For Assistance

• A voting icon will appear on your device

and the Meeting Resolutions will be displayed.

Confirmation that your message has been

received will appear.

Tap on the Questions icon to submit a

question, type your question in the chat box

at the bottom of the screen and then select

the send icon .

If you require assistance prior to or during the Meeting, please call +61 3 9415 4024

ABW ARUBA
AFG AFGHANISTAN

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AIA ANGUILLA

ALA ALAND ISLANDS

ALB ALBANIA

AND ANDORRA

ANT NETHERLANDS

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ARM ARMENIA

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AUT AUSTRIA

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BDI BURUNDI

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BEN BENIN

BFA BURKINA FASO

BGD BANGLADESH

BGR BULGARIA

BHR BAHRAIN

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CYM CAYMAN ISLANDS

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CZE CZECH REPUBLIC

DEU GERMANY

DJI DJIBOUTI

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ECU ECUADOR

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FLK FALKLAND ISLANDS

(MALVINAS)

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GAB GABON

GBR UNITED KINGDOM

GEO GEORGIA

GGY GUERNSEY

GHA GHANA

GIB GIBRALTAR

GIN GUINEA

GLP GUADELOUPE

GMB GAMBIA

GNB GUINEA-BISSAU

GNQ EQUATORIAL GUINEA

GRC GREECE

GRD GRENADA

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GTM GUATEMALA

GUF FRENCH GUIANA

GUM

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HKG HONG KONG

HMD HEARD AND

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HND HONDURAS

HRV CROATIA

HTI HAITI

HUN HUNGARY

IDN INDONESIA

IMN ISLE OF MAN

IND INDIA

IOT BRITISH INDIAN OCEAN

TERRITORY

IRL IRELAND

IRN IRAN ISLAMIC

REPUBLIC OF

IRQ IRAQ

ISL ICELAND

ISM BRITISH ISLES

ISR ISRAEL

ITA ITALY

JAM JAMAICA

JEY JERSEY

JOR JORDAN

JPN JAPAN

KAZ KAZAKHSTAN

KEN KENYA

KGZ KYRGYZSTAN

KHM CAMBODIA

KIR KIRIBATI

KNA ST KITTS AND NEVIS

KOR KOREA REPUBLIC OF

KWT KUWAIT

LAO LAO PDR

LBN LEBANON

LBR LIBERIA

LBY LIBYAN ARAB

JAMAHIRIYA

LCA ST LUCIA

LIE LIECHTENSTEIN

LKA SRI LANKA

LSO LESOTHO

LT U LITHUANIA

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LVA LATVIA

MAC MACAO

MAF ST MARTIN

MAR MOROCCO

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MONACO

MDA MOLDOVA REPUBLIC OF

MDG MADAGASCAR

MDV MALDIVES

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MHL MARSHALL ISLANDS

MKD MACEDONIA FORMER

YUGOSLAV REP

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MNE MONTENEGRO

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MNP NORTHERN MARIANA

ISLANDS

MOZ MOZAMBIQUE

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MUS MAURITIUS

MWI MALAWI

MYS MALAYSIA

MYT MAYOTTE

NAM NAMIBIA

NCL NEW CALEDONIA

NER NIGER

NFK NORFOLK ISLAND

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NOR NORWAY

NPL NEPAL

NRU NAURU

NZL

NEW ZEALAND

OMN

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PAK PAKISTAN

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PCN PITCAIRN ISLANDS

PER PERU

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PLW PALAU

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POL POLAND

PRI PUERTO RICO

PRK KOREA DEM PEOPLES

REPUBLIC OF

PRT PORTUGAL

PRY PARAGUAY

PSE PALESTINIAN

TERRITORY OCCUPIED

PYF FRENCH POLYNESIA

QAT QATAR

REU REUNION

ROU ROMANIA

RUS RUSSIAN FEDERATION

RWA RWANDA

SAU SAUDI ARABIA

KINGDOM OF

SCG SERBIA AND

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SDN SUDAN

SEN SENEGAL

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SANDWICH ISL

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MAYEN

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PRINCIPE

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REPUBLIC

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THA THAILAND

TJ K TAJIKISTAN

TKL TOKELAU

TKM TURKMENISTAN

TLS EAST TIMOR

DEMOCRATIC REP OF

TMP EAST TIMOR

TON TONGA

TTO TRINIDAD & TOBAGO

TUN TUNISIA

TUR TURKEY

TUV TUVALU

TWN TAIWAN

TZA TANZANIA UNITED

REPUBLIC OF

UGA UGANDA

UKR UKRAINE

UMI UNITED STATES MINOR

OUTLYING

URY URUGUAY

USA

UNITED STATES OF

AMERICA

UZB UZBEKISTAN

VAT HOLY SEE (VATICAN

CITY STATE)

VCT ST VINCENT & THE

GRENADINES

VEN VENEZUELA

VGB BRITISH VIRGIN

ISLANDS

VIR US VIRGIN ISLANDS

VNM VIETNAM

VUT VANUATU

WLF WALLIS AND FUTUNA

WSM SAMOA

YEM YEMEN

YMD YEMEN DEMOCRATIC

YUG YUGOSLAVIA SOCIALIST

FED REP

ZAF SOUTH AFRICA

ZAR ZAIRE

ZMB ZAMBIA

ZWE ZIMBABWE

COUNTRY CODES

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4

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.