Australian Foundation Investment Company Limited logo

2021 Statutory Annual Report, Review and AGM Documents

AGM30 August 2021AFIFinancials

30 August 2021
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

Statutory Annual Report, Annual Shareholder Review and

Annual General Meeting Documentation

Dear Sir / Madam

P

lease find attached the 2021 Statutory Annual Report, Annual Shareholder

Review and Annual General Meeting Documentation being sent to

shareholders.

Y

ours faithfully

Matthew Rowe

Company Secretary


A

uthorised by the Company Secretary

Annual Report
2021

2 DIRECTORS’
REPORT

2 5 Year Summary

4 About the Company

6 Review of Operations

and Activities

12 Top 25 Investments

13 Company Position

14 Board Members

17 Senior Executives

18 Remuneration Report

32 Non-audit Services

33 Auditor’s Independence

Declaration


34 FINANCIAL

STATEMENTS

35 Consolidated Income Statement

36 Consolidated Statement of

Comprehensive Income

37 Consolidated Balance Sheet

38 Consolidated Statement

of Changes in Equity

40 Consolidated Cash Flow

Statement

41 NOTES TO

THE FINANCIAL

STATEMENTS

41 A. Understanding AFIC’s

Financial Performance

45 B. Costs, Tax and Risk

48 C. Unrecognised Items

49 D. Balance Sheet

Reconciliations

51 E. Income Statement

Reconciliations

52 F. Further Information

58 DIRECTORS’

DECLARATION

59 INDEPENDENT

AUDIT REPORT

64 OTHER

INFORMATION

64 Information About Shareholders

64 Major Shareholders

65 Sub-underwriting

65 Substantial Shareholders

65 Transactions in Securities

66 Major Transactions in the

Investment Portfolio

67 Holdings of Securities

69 Holdings of International

Securities

70 Issues of Securities

72 Company Particulars

73 Shareholder Information

Australian Foundation Investment Company Limited ABN 56 004 147 120

Contents

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

$235.1m

$240.4m in 2020.

Down 2.2%

Total

Shareholder

Return

35.2%

Share price plus

dividend, including

franking*

Management

Expense

Ratio

0.14%

0.13%

in 2020

Total

Portfolio

Return

31.9%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

29.1%

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

24 cents total

in 2020

2021

Total

Portfolio

$9.1b

Including cash

at 30 June.

$7.2 billion in 2020

1Australian Foundation Investment Company Limited Annual Report 2021

DIRECTORS’ REPORT
5 Year Summary

Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.1

19.38,978

247.45159,500

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 2021: 4.29 cents, 2020: 7.14 cents, 2019: 7.14 cents,

2018: 2.86 cents, 2017: nil.

(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.

Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.119.38,978

247.45159,500

8

(c)

2Australian Foundation Investment Company Limited Annual Report 2021

Net Profit After Tax
($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.119.38,978

247.45159,500

8

(c)

Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.1

19.38,978

24

7.45159,500

8

(c)

3Australian Foundation Investment Company Limited Annual Report 2021

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

Investment Philosophy

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.

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 twelve

months to 30 June 2021 this was 0.14 per

cent, or 14 cents for each $100 invested.

Approach to Environmental,

Social and Governance (ESG)

Issues When Investing

Assessment of Environmental, Social and

Governance (ESG) issues is an important

part of our investment process. As a

long term investor, we seek to invest in

companies that have strong governance

4Australian Foundation Investment Company Limited Annual Report 2021

and risk management processes, which
includes consideration of environmental and

social risks. We regularly review companies

to ensure ongoing alignment with our

investment framework:

• We believe environmental factors,

including the impact of climate change,

can have a material impact on society.

These factors are considered when

assessing a company’s assets, long

term sustainability of earnings and cash

flow, cost of capital and future growth

opportunities.

• We believe that aligning ourselves

with high-quality management and

boards building sustainable long term

businesses is the best approach to

avoiding socially harmful businesses.

We are attracted to companies

that act in the best interest of all

their stakeholders, including their

employees, customers, suppliers,

and wider communities.

• We invest in high-quality companies

with strong governance processes,

and management and boards whose

interests are closely aligned with

shareholders. The investment process

includes an assessment of their

past performance, history of capital

allocation, level of accountability,

mix of skills, relevant experience and

succession planning. We also closely

scrutinise a company’s degree of

transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key

functions that a shareholder has in ensuring

better long term returns and management

of investment risk:

• We take input from proxy advisers but

conduct our own evaluation of the

merits of any resolution.

• We vote on all company resolutions

as part of our regular engagement

with the companies in the portfolio.

• We actively engage with companies

when we have concerns those

resolutions are not aligned with

shareholders’ interests.


We acknowledge that high-quality

companies may face ESG challenges

from time to time. We seek to stay engaged

with the companies and satisfy ourselves

that the issues are taken seriously and

worked through constructively. Ideally, in

this instance, we seek to remain invested

to influence a satisfactory outcome for

stakeholders.

5Australian Foundation Investment Company Limited Annual Report 2021

6Australian Foundation Investment Company Limited Annual Report 2021
Review of Operations and Activities

Profit and Dividend

The full year profit was $235.1 million,

down from $240.4 million in the previous

corresponding period. The profit to

30 June 2021 includes a demerger

dividend of $36.5 million (which was non-

cash and carries no franking) resulting

from the Endeavour Group demerger

from Woolworths Group. Excluding this

one-off item, the profit figure to 30 June

2021 was $198.6 million. This fall in profit

versus the corresponding period last year

was a result of the decline in underlying

income as the economic impact of the

COVID-19 pandemic continued to

limit dividends for many holdings

in the portfolio.

Earnings per share were 19.3 cents

(16.3 cents excluding the Endeavour

demerger dividend), down from

19.9 cents. AFIC, as a long-standing

listed investment company, has reserves

that can be used in difficult times.

Drawing upon these reserves and some

realised capital gains after tax generated

by some sales in the portfolio, the final

dividend was maintained at 14 cents

per share fully franked despite the fall in

income over the year. Total fully franked

dividends applicable for the year are

24 cents per share, the same as last

year. Despite the significant disruption

to income arising from COVID-19 over

the last two years, AFIC has maintained

its dividends to shareholders through

this period.

Three 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 4.29 cents. The enables some

shareholders to claim a tax deduction

in their tax return.

Market and Portfolio

Performance

The Australian share market delivered a

very strong performance for the financial

year (Figure 1) as concerns about the

lingering effects of COVID-19 were put

aside by the positive stimulus provided

by Government and central banks, and

better than expected company earnings.

The positive mood of investors was also

reinforced by the efficacy of vaccines and

their deployment in a number of major

markets.

The increase in the Australian market

was widespread across sectors, with

information technology and the banking

sectors very strong (Figure 2). The

banking sector has risen from previous

lows during the year supported by a

recovering economy, lower bad debt

charges and more sustainable dividend

payout ratios.

The S&P/ASX 200 Accumulation Index

delivered a positive performance in

11 of the 12 months for the financial year,

culminating in a 12-month return of

29.1 per cent, including franking – one

of the strongest returns on record. AFIC’s

portfolio outperformed over this period,

with a return of 31.9 per cent, which also

includes the benefit of franking.

Companies in the portfolio that

contributed strongly to the positive

relative return to the Index through the

12-month period were Reece, Mainfreight,

ARB Corporation, James Hardie

Industries and ALS.

The long term performance of the

portfolio, which is better aligned with the

Company’s investment timeframes, was

11.0 per cent per annum for the 10 years

to 30 June 2021. This is slightly ahead

of the Index return over the same period

of 10.8 per cent. Both of these figures

include the benefit of franking. AFIC’s

performance numbers are after costs.

Source: FactSet

7,400

7,200

7,000

6,800

6,600

6,400

6,200

6,000

5,800

5,600

Jul 20

Jun 20

Aug 20

Sep 20

Oct 20

Nov 20

Dec 20

Jan 21

Feb 21

Mar 21

Apr 21

May 21

Jun 21

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

160

140

120

100

0

S&P/ASX 200 Industrials

Index

S&P/ASX 200 Banks

S&P/ASX 200 Information Technology

S&P/ASX 200 Resources

Jul 20

Aug 20

Sep 20

Oct 20

Nov 20

Dec 20

Jan 21

Feb 21

Mar 21

Apr 21

May 21

Jun 21

Jul 21

Figure 2: Performance of Selected Sectors of the Market

Source: FactSet

7Australian Foundation Investment Company Limited Annual Report 2021

The short and long term performance
have been achieved with low portfolio

turnover, providing very tax-effective

returns for shareholders. These returns

have also been delivered with very low

volatility, achieving an attractive profile

of return relative to risk for investors.


Positioning the Portfolio

A number of purchases were undertaken

during the financial year. The largest

was participation in the IPO of PEXA

Group. While the pricing reflected the

strong market conditions towards the

end of the period, the company appears

well positioned as a good long term

investment. Other new holdings added

to the portfolio were Endeavour Group,

due to its demerger from Woolworths

Group, FINEOS Corporation (including

participation in its placement), Domino’s

Pizza Enterprises, Temple & Webster,

Nanosonics and IDP Education. Periods

of volatility throughout the year also

provided opportunities to add to holdings

with strong market positions such as

Woolworths Group and ASX.

Details of companies added to the

portfolio during the financial year:

• PEXA Group engages in the

development and provision of

electronic conveyancing system

in Australia and the United Kingdom.

• FINEOS Corporation is a global

software company that provides

software solutions to the life, accident

and health insurance industry.

• Domino’s Pizza Enterprises engages

in the management of retail food outlets

and franchise services. It operates

through the following geographical

segments: Australia/New Zealand,

Europe and Japan.

• Temple & Webster is a leading online

retailer of furnishings and homewares

in Australia.

• Nanosonics is a developer of infection

control and decontamination products

with a market-leading position in

ultrasound disinfection.

• IDP Education is an international

education organisation offering student

placement in Australia, New Zealand,

the United States, United Kingdom,

Republic of Ireland and Canada.

Major sales included the complete

disposal of holdings in South32, Alumina

and Brickworks, and these funds were

deployed elsewhere in the portfolio.

There was also some trimming of the

positions in Qube Holdings, Brambles

and Oil Search.

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.

International Portfolio

As first signalled at the AGM in

October 2020, a small part of our

funds, $48 million (which represents

approximately 0.5 per cent of the

portfolio) was invested into a diversified

global equities portfolio during the latter

half of the financial year.

8Australian Foundation Investment Company Limited Annual Report 2021

Review of Operations and Activities

continued

Net asset per share growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

Assumes an investor can take full advantage of franking credits. Past performance is not indicative of future performance.

3 year return

12.5%

11.0%

5 year return

12.8%

12.6%

10 year return

11.0%

10.8%

1 year return

31.9%

29.1%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2021

AFIC portfolio weightS&P/ASX 200 Index weight

19.2%14.4%14.4%14.4%8.9%7.7%1.0%6.0%2.5%4.6%1.1%1.7%4.4%

20%

15%

10%

5%

0%

Banks

Industrials

Healthcare

Materials

Other

Financials

Consumer

Discretionary

Information

Technology

Communication

Services

Consumer

Staples

Real

Estate

Energy

Cash

Utilities

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

at 30 June 2021 – Excludes International Holdings

Leveraging our investment philosophy
in the domestic market, the approach

to international equities is similar. The

international strategy invests in publicly

listed companies outside the Australian

and New Zealand markets with a medium

to long term investment time horizon.

It focuses on high-quality companies

with strong management teams and

competitive advantages that we view as

sustainable, often underpinned by long

term secular growth trends. With inherent

business characteristics that allow these

companies to generate an attractive

return on capital, the selected companies

are expected to generate a reasonable

level of return for our shareholders

through a combination of earnings growth

and dividends. We look to invest at a

starting valuation that is sensible in the

context of the expected return and the

risk associated with each investment.

Holdings at 30 June 2021 are listed

on page 69.

This activity is potentially a precursor

to establishing a separate low-cost

international Listed Investment

Company in the future.

Share Price Return

The share price return, including

reinvestment of dividends and franking

credits, over the 12 months to 30 June

2021 was 35.2 per cent, which is ahead

of the portfolio return for the year. The

share price was trading at a premium

of 5.0 per cent to the net asset backing

(before tax on unrealised gains) at the

end of June 2021, whereas at 30 June

2020 the premium was 2.2 per cent

(Figure 5).

Importantly, the long term, 10-year

return is 12.3 per cent for the share price

in comparison to 10.8 per cent for the

Index. The figures for the Index and share

price assumes a shareholder can take

full advantage of the franking credits

attached to the dividends paid (Figure 6.).

Outlook

Equity markets delivered near-record

growth over the year with valuations

recovering from the effects of COVID-19

as interest rates remain very low

(Figure 7). However, the outlook for

corporate earnings remains uncertain,

as supportive government stimulus

measures are unlikely to be repeated

and underlying economic conditions

remain variable. Cost inflation is also

starting to percolate, and companies are

facing disruption to their supply chains

which may lead to rising costs for many

companies. In this environment, it is

our expectation that market volatility will

increase over the coming 12 months.

In recent years we have increased the

weighting of holdings in the portfolio that

meet our definition of quality companies.

In an economy where input costs may

be rising, we believe the companies in

the portfolio are generally well positioned

given their market strength and ability

to further leverage their efficiencies.

Any pressure on valuations because of

these conditions may result in purchases

in more of our preferred companies

at attractive prices. At present, we

are looking to remain patient with our

capital until these opportunities present

themselves.

9Australian Foundation Investment Company Limited Annual Report 2021

15%

-10%

-5%

0%

5%

10%

Jun 10

Jun 1

1

Jun 1

2

Jun 1

3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21

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

10 year return

12.3%

10.8%

5 year return

13.4%

12.6%

3 year return

14.9%

11.0%

1 year return

35.2%

29.1%

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

Figure 6: Share Price Return − to 30 June 2021

Directorship Matters
Ms Julie Fahey was appointed as an

Independent Non-Executive Director

of the Company on 22 April 2021.

Ms Fahey has over 30 years of experience

in technology, including in major

organisations such as Western Mining,

Exxon, Roy Morgan, General Motors and

SAP, covering consulting, software vendor

and Chief Information Officer roles.

In addition to her industry experience,

she spent 10 years at KPMG as a

Partner with the firm, during which

time she held roles as National Lead

Partner Telecommunications, Media and

Technology, and National Managing

Partner – Markets. Ms Fahey was also

a member of the KPMG National

Executive Committee.

10Australian Foundation Investment Company Limited Annual Report 2021

Times

20

18

16

14

12

10

20152013201420112012

2016

2017

2018

2019

2020

2021

10-year

average

15.3

Figure 7: Valuation of the Market – Price Earnings Ratio

of the S&P/ASX 200 Index

Review of Operations and Activities

continued

Source: FactSet

Ms Fahey is a Non-Executive Director
of Seek Limited, IRESS Limited, Vocus

Group Limited, Datacom Group Limited,

CenITex and a member of the Australian

Red Cross Blood Service Board and the

La Trobe University Council.

Mr Craig Drummond was appointed as

an Independent Non-Executive Director

of the Company on 1 July 2021.

Mr Drummond was Chief Executive

Officer of Medibank Private Limited

from 2016 to 2021. He has had over 30

years’ experience in the financial sector

– Group Executive Finance and Strategy

at National Australia Bank from 2013 to

2016, Bank of America Merrill Lynch as

Chief Executive Officer and Country Head

from 2009 to 2013, and Goldman Sachs

JBWere (1986 to 2009) in various roles

(including being a leading investment

analyst and subsequently Director of

Research and Investment Strategy)

culminating in being appointed Chief

Executive Officer.

Mr Drummond is a Senior Fellow of the

Financial Services Institute of Australasia

and is a Chartered Accountant. He is a

Non-Executive Director of Transurban and

is President of the Geelong Football Club.

He is also a Governor of the Ian Potter

Foundation.

We are delighted to welcome both

Ms Fahey and Mr Drummond to the

Board. Their depth of knowledge and

experience will be of great assistance

to the Company.

Mr Ross Barker retired as a Director on

30 June 2021. Mr Barker transitioned to

Non-Executive Director in January 2018

having been appointed Chief Executive

Officer of the Company in February 2001

and Managing Director in October 2001.

Prior to October 2001 he was an Alternate

Director of the Company, a position he

had held since April 1987. Mr Barker

was integrally involved, through the late

1990s and early 2000s, in building AFIC’s

capabilities to be a fully and strongly

independent entity in its own right.

His contribution to Board deliberations

will be missed. The Board wishes to

record its thanks to Mr Barker for his

valued and outstanding service to the

Company and to shareholders for

almost 35 years and wishes him

well for the future.

11Australian Foundation Investment Company Limited Annual Report 2021

Includes investments held in both the investment and trading portfolios.

Value at Closing Prices at 30 June 2021

Total Value

$ Million

% of the

Portfolio

1Commonwealth Bank of Australia789.08.8

2BHP Group 651.57.3

3CSL 623.26.9

4Wesfarmers 435.74.9

5Westpac Banking Corporation401.24.5

6Macquarie Group 345.23.8

7Transurban Group 339.63.8

8National Australia Bank 292.53.3

9Woolworths Group 244.62.7

10Australia and New Zealand Banking Group 238.92.7

11Rio Tinto 235.82.6

12Mainfreight 234.02.6

13James Hardie Industries*207.62.3

14Telstra Corporation*204.32.3

15Amcor175.52.0

16Reece 170.01.9

17ARB Corporation 151.31.7

18Sydney Airport148.31.7

19Sonic Healthcare 142.21.6

20Goodman Group141.51.6

21ResMed139.21.6

22Coles Group 120.81.3

23Seek 120.71.3

24Ramsay Health Care 120.51.3

25Carsales.com 119.61.3

Total6,792.9

As percentage of total portfolio value (excludes cash)75.7%

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

Top 25 Investments

As at 30 June 2021

12Australian Foundation Investment Company Limited Annual Report 2021

Capital Changes
The following changes occurred to the

Company’ share capital during the year:

• Under the Company’s Dividend

Substitution Share Plan, 776,243

new shares were issued at nil cost

in September 2020 and 527,443

new shares were issued at nil cost

in February 2021.

• Under the Company’s Dividend

Reinvestment Plan, 5,581,720 new

shares were issued at a price of $6.30

in September 2020 and 3,586,947

new shares were issued at a price

of $7.10 in February 2021.

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 $60.5 million to

$3.0 billion. At the close of the year the

Company had 1,221 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 2021 were as follows:

$’000

Final dividend for the year

ended 30 June 2020 of 14 cents

fully franked at 30 per cent

paid 1 September 2020 164,556

Interim dividend for the year

ended 30 June 2021 of

10 cents per share fully

franked at 30 per cent,

paid 23 February 2021117,917

282,473

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

and 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 $50 million

(see Note D2). The facilities were not

used during the year. 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 2021, 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 2021, it carries with it a 4.29 cents

per share LIC capital gain attributable part

(2020: 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 2021 will be found on the

Company’s website at:

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

13Australian Foundation Investment Company Limited Annual Report 2021

Chairman of the Investment Committee. Member of the Remuneration,
Nomination 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 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.

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.

Mr Drummond was appointed to the Board in July 2021. He was Chief

Executive Officer of Medibank Private Limited from 2016 to 2021. He has

had over 30 years’ experience in the financial sector – Group Executive

Finance and Strategy at NAB from 2013 to 2016, Bank of America Merrill

Lynch as Chief Executive Officer and Country Head from 2009 to 2013,

Goldman Sachs JBWere (1986 to 2009), in various roles (including being

a leading investment analyst and subsequently Director of Research and

Investment Strategy) culminating in being appointed Chief Executive Officer.

Mr Drummond is a Senior Fellow of the Financial Services Institute of

Australasia and is a Chartered Accountant. He is also a Non-Executive

Director of Transurban and is President of the Geelong Football Club.

He is also a Governor of the Ian Potter Foundation.

John Paterson

Chairman and

Independent

Non-Executive

Director

BCom (Hons)(Melb),

CPA, F Fin

Rebecca

Dee-Bradbury

Independent

Non-Executive

Director

BBus, GAICD

Mark Freeman

Managing Director

BE, MBA, Grad Dip

App Fin (Sec Inst),

AMP (INSEAD)

Craig

Drummond

Independent

Non-Executive

Director

BCom (Melb),

SF FIN, FCA

Board Members

14Australian Foundation Investment Company Limited Annual Report 2021

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.

Ms Fahey was appointed to the Board in April 2021. She has over 30 years

of experience in technology, including in major organisations such as

Western Mining, Exxon, Roy Morgan, General Motors and SAP, covering

consulting, software vendor and Chief Information Officer roles. In addition

to her industry experience, Ms Fahey spent 10 years at KPMG as a partner

with the firm, during which time she held roles as National Lead Partner

Telecommunications, Media and Technology, and National Managing

Partner – Markets. Ms Fahey was also a member of the KPMG National

Executive Committee.

Ms Fahey is a Non-Executive Director of Seek Limited, IRESS Limited,

Vocus Group Limited, Datacom Group Limited, CenITex and a member

of the Australian Red Cross Blood Service Board and the La Trobe

University Council.

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 Chair 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 and Investment Committees.

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. 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.

Mr Peever is also a Non-Executive Chairman of Naval Group Australia.

He is a former member of the Foreign Investment Review Board, former

Chair of Cricket Australia, a former Director of the Stars Foundation, a not

for profit body which promotes education of Indigenous girls and also

a former Vice Chairman of the Minerals Council of Australia and was a

Director of the Business Council of Australia.

Graeme R Liebelt

Independent

Non-Executive

Director

B Ec (Hons),

FAICD FTSE

Julie Fahey

Independent

Non-Executive

Director

BAS

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)

15Australian Foundation Investment Company Limited Annual Report 2021

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 2021

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 Paterson12122020442244

M Freeman12122020-4

#

-2

#

--

RE Barker**12122019-4

#

-2

#

-1

#

RP Dee-Bradbury12112018-4

#

--44

JA Fahey3

^

3-2

#

-1

#

----

GR Liebelt 1212-13

#

-3

#

22-1

#

DA Peever 12123*1644---1

#

CM Walter12122020442244

PJ Williams1211201944-2

#

44

# Attended meetings by invitation.

* Mr DA Peever was appointed to the Investment Committee on 19 May 2021.

** Mr RE Barker retired from the Board on 30 June 2021.

^ Ms JA Fahey was appointed to the Board on 22 April 2021.

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.


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 of 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.

Peter J Williams

Independent

Non-Executive

Director

Dip.All, MAICD, FAIM

16Australian Foundation Investment Company Limited Annual Report 2021

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 United Kingdom.

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

Accountant and has had over 26 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

17Australian Foundation Investment Company Limited Annual Report 2021

Contents
The Directors present AFIC’s 2021 Remuneration Report which outlines key aspects of our remuneration policy and remuneration

awarded this year.

As outlined in last year’s Remuneration Report, the Remuneration Committee has adjusted the metrics used to calculate the vesting

of both the annual and long term incentive. The effects have been:

1. To increase the proportion of incentive that vests should the investment performance of AFIC and the other LICs to which the

Executives provide services outperform the relevant benchmarks (from 37 per cent to 60 per cent).

2. To increase the amount of incentive that vests according to the performance of the other LICs, thus reducing the overall cost

to AFIC (from 53 per cent to 40 per cent – see below).

3. AFIC Shareholder Return (i.e. the movement of the Company’s share price plus dividends reinvested) is now measured under

the Long Term Incentive Plan (LTIP), not the Annual Incentive. Note that this change is effective from the 2020-2024 LTIP.

The Directors believe that these changes further enhance the long term alignment of the incentive plans with shareholders’ interests.

It should be noted that AFIC also invests directly or indirectly in these other LICs, so their performance impacts AFIC’s performance.

The new incentive plans are also designed to enhance employee retention, which is expected to bring benefits to AFIC shareholders.

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 the remuneration that an individual receives. Each investment company bears the cost directly of any incentive

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

each company in the following year, and these adjustments will therefore appear on a lagging basis.

The report is structured as follows:

1. Remuneration Policy, Link to Performance and Outcomes

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. Detailed Performance Measures by Investment Company

1. Remuneration Policy, Link to Performance and Outcomes

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

18Australian Foundation Investment Company Limited Annual Report 2021

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. The costs of the

FAR (and the personal element of the annual incentive) are allocated to the LICs based on an internal estimate of work performed which

is subject to Board approval.

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.

• Executives agree to invest 25 per cent of the pre-tax annual cash incentive in AFIC shares and/or shares of the other investment

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

a minimum of four 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 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 2021 Linked to Performance?

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.

19Australian Foundation Investment Company Limited Annual Report 2021

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 performance32Table 2

AFIC other metrics 8Table 1

Percentage of Annual Incentive determined by AFIC performance40

Other LIC investment performance28Table 15

Other LIC other metrics12Table 15

Percentage of Annual Incentive determined by other LICs performance40

Total percentage of Annual Incentive determined by AFIC/other LIC performance80

Personal metrics20n/a

100

See Table 5 for more details on the measures used in determining the Annual Incentives.

• The outcomes for the two long term incentive awards (LTI) that were tested for vesting during the year are shown in Table 3.

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

2021 was a very strong year for the investment performance for AFIC. This has helped AFIC outperform its benchmarks for all of the

years under consideration – one, three, five and 10 years. This was echoed by strong outperformance from AMCIL and Mirrabooka.

In the case of these two LICs, performance was such that stretch targets were achieved. Following a reset of the strategy for Djerriwarrh,

this LIC outperformed over the short term (one-year period) but fell short of the return benchmark over the medium to longer term.

However, the other objective for Djerriwarrh, to pay a higher yield than the market, has been met over all the years assessed.

It should be noted that AFIC’s returns are after taxes and expenses and represent the ‘net’ return to 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. Despite the increase in expenses

flagged last year due to the commencement of the international portfolio, the MER increased only marginally to 0.14 per cent, thanks

to tight expense control elsewhere and the increase in portfolio value during the year largely outweighing these additional costs.

It is expected that next year’s expenses will be higher as a full year’s expenses for the international portfolio team is borne and due to

the consequences of a higher percentage of incentive vesting for the 2020 – 2021 year than was the case in the current year. The Board

exercised its discretion in this area.

The 2017 – 2021 award under the Executive Long Term Incentive Plan was available for vesting as of 30 June 2021. 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 2017– 2021 award will take place in the year ended 30 June

2022. The actual amount settled will be reported in the relevant year. The 2016 – 2020 award vested in part for the year ended 30 June

2020. The total shareholder return of AFIC was 8.45 per cent per annum over the four-year vesting period, which was above the Target

Benchmark, as independently verified by external consultants. 25.5 per cent of the 50 per cent available under this metric was therefore

deemed to have vested.

The total portfolio return over the same period was narrowly behind its benchmark and therefore no incentive vested under this metric.

A total of 74.5 per cent of the total was forfeited. It is this forfeiture which is reflected in Table 4 on page 22.

The investment team LTIP to which Mr Freeman was entitled encompasses all of the investment companies (unlike the Executives

Plan for which only the AFIC performance is counted) and is measured over four years for all of the investment companies. The data

show outperformance for Mirrabooka and AMCIL whilst AFIC, although it outperformed its Index, did not do so by 20 per cent and

consequently only part of the award under this measure vested. Djerriwarrh underperformed. Consequently, 68.9 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).

Remuneration Report

continued

20Australian Foundation Investment Company Limited Annual Report 2021

Table 1: Non-investment Return Performance Measures
Performance Measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Growth in net operating result 1.1%-3.0%Unfavourable

Management expense ratio n/a0.14%Favourable

Outcome


Achieved


Partially achieved


Not achieved

Table 2: Investment Return Performance Measures

Measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Investment return – 1 year27.80%30.28%Favourable

Investment return – 3 years9.59%11.13%Favourable

Investment return – 5 years11.16%11.37%Favourable

Investment return – 10 years9.26%9.42%Favourable

Gross return – 1 year29.12%31.92%Favourable

Gross return – 3 years10.99%12.49%Favourable

Gross return – 5 years12.64%12.76%Favourable

Gross return – 10 years10.85%10.96%Favourable

Outcome


Achieved


Partially achieved


Not achieved

Table 3: 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 201630 June 2020Total gross shareholder return8.42%8.45%25.5%24.5%

Total portfolio return6.52%6.48%0%50%

Investment team LTI

1 July 201730 June 2021Gross return11.89%12.54%68.9%31.1%

* Of the rights awarded on 1 July 2016, 74.5 per cent were forfeited as the relevant targets were not achieved and 25.5 per cent vested. For the

investment team LTI, outperformance by AFIC (to a limited extent), Mirrabooka and AMCIL mean that some vesting occurred. See Table 15.

1.3.3 Remuneration Outcomes

Table 4 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 Directors consider

the information about remuneration outcomes in Table 4 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.

21Australian Foundation Investment Company Limited Annual Report 2021

Table 4: 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

2021884,340409,53857,3331,351,211(32,632)(25,867)851,543

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

Andrew Porter – Chief Financial Officer

2021693,600190,97631,362915,938(17,104)(91,707)577,261

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

Geoff Driver – General Manager – Business Development and Investor Relations

2021571,200158,47425,842755,516(12,886)(75,767)475,533

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

Matthew Rowe – Company Secretary

2021300,00083,1429,838392,980(6,858)(28,772)226,533

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

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

2016–2020 LTIP in the event that all targets had been achieved (2020: 2015– 2019 LTIP – note Matthew Rowe was not eligible). See Table 3.

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 4 and the amounts in Table 7 are as follows:

* Prior year’s LTI received in Table 4 shows the value of performance shares that vested during the year, measured at the 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 4 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). $60,993 (25.5 per cent) of ELTIP for the 2016–2020 year

vested during the year ended 30 June 2021, and the after-tax amount was used to purchase AFIC shares. Mr Barker thus forfeited $178,357 (74.5 per cent) of

ELTIP. At the end of 30 June 2021, the total value of the ELTIP yet to vest for Mr Barker was $147,934 for the 2017–2021 plan, which is the last plan under

which he is entitled to an award.

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

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 the 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 on the following page outlines the key terms and conditions of the annual incentive plan.

Remuneration Report

continued

22Australian Foundation Investment Company Limited Annual Report 2021

Table 5: Annual Incentives – Key Terms and Conditions
MDOther Executives

Targeted % of FAR 50 per cent30 per cent

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 (20 per cent)

• Investment performance (60 per cent)

• Personal objectives (20 per cent)

• See Table 11 for more details

Relative weightings of

investment companies for

investment and company-

related performance

AFIC: 40 per cent

Djerriwarrh Investments Limited: 16 per cent

AMCIL Limited: 12 per cent

Mirrabooka Investments Limited: 12 per cent

Personal objectives: 20 per cent (allocated on same basis as FAR)

Delivery of awardIncentive is paid in cash, but 25 per cent of the pre-tax amount received is used by recipients

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

for minimum of four years.

Performance measured in 2021Investment measures all achieved as was MER. EPS target not achieved.

Outcomes for 2021

(see Table 10 for details)

92.6 per centAverage 92.2 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 would be noted as ‘partially achieved’ in Table 2. 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 2021 please refer to Section B

Annual Incentives: Details of Outcomes and Conditions in the Appendix.

2.3 Long Term Incentive Plans (LTIP)

As is the case for the annual incentives, there are also two LTI Plans, one for the Executives (excluding the CIO) which is called the

ELTIP, and one for the CIO (this is the last year that amounts vest under the plan, the old ‘Investment Team’ LTIP). Table 6 outlines

the purpose and the key terms and conditions of each plan.

Table 6: Long Term Incentives – Key Terms and Conditions

Executive LTIP

(Performance Rights)Investment Team LTI Plan

Target 50 per cent of targeted annual incentive 20 per cent of FAR

Objectives

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

Reward outperformance.

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

Performance for awards

tested in 2021 (Table 3)

July 2016: 25.5 per cent vested (see Table 3).July 2017: 68.9 per cent vested (see Table 3).

For more detailed information about the LTI Plans and their performance conditions, including vesting schedules and outcomes for 2021,

please refer to Section C Long Term Incentives: Details of Outcomes and Conditions in the Appendix.

23Australian Foundation Investment Company Limited Annual Report 2021

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 4 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

2021859,34025,000884,340409,538282,468(120,224)1,456,12261%/39%

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

Andrew Porter – Chief Financial Officer

2021668,60025,000693,600190,976107,598-992,17470%/30%

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

Geoff Driver – General Manager – Business Development and Investor Relations

2021546,20025,000571,200158,47488,423-818,09770%/30%

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

Matthew Rowe – Company Secretary

2021275,47624,524300,00083,14248,345-431,48770%/30%

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

* Includes amounts credited for non-vesting.

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). 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.

Remuneration Report

continued

24Australian Foundation Investment Company Limited Annual Report 2021

Table 8: Non-Executive Director Remuneration
Primary (Fee/

Base Salary)

$

Post-

employment

(Superannuation)

$

Total

Remuneration

$

J Paterson – Chairman

2021179,22217,028196,250

2020178,08016,920195,000

RE Barker – Non-Executive Director (retired 30 June 2021)

202189,6118,51498,125

202089,0408,46097,500

RP Dee-Bradbury – Non-Executive Director

202196,0102,11598,125

202093,2704,23097,500

JA Fahey – Non-Executive Director (appointed 22 April 2021)

202117,5621,66819,230

GR Liebelt – Non-Executive Director

202198,125-98,125

202089,0408,46097,500

DA Peever – Non-Executive Director

202189,6118,51498,125

202089,0408,46097,500

CM Walter AM – Non-Executive Director

202189,6118,51498,125

202089,0408,46097,500

PJ Williams – Non-Executive Director

202189,6118,51498,125

202089,0408,46097,500

Total remuneration of Non-Executive Directors

2021749,36354,867804,230

2020716,55063,450780,000

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

25Australian Foundation Investment Company Limited Annual Report 2021

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

A report was commissioned by the Remuneration Committee from Mercers during the year with regard to the benchmarking

of remuneration for all staff.

The Managing Director makes recommendations to the Remuneration Committee with regards to the remuneration levels

and structure of the key management personnel (KMP).

Mercers are also employed as an organisation to provide market performance data with regard to Australian domestic funds.

These data are used, amongst other things, as one of the components to determine the vesting of the ELTIP.

During the year, Mercers were paid $72,765 for their work benchmarking salary levels, and $14,920 for the provision of data

(all inclusive of GST).

Ernst & Young 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 $17,510 (inclusive of GST) during the year ended 30 June 2021 for general remuneration advice which

consisted of verifying the calculations used for the vesting of the ELTIP (2020: $14,729 for a report on NED fee benchmarking) and

during the year the Group also paid $166,683 for other professional advice received which included acting as the internal auditor

for AICS and general taxation and accountancy advice (2020: $111,210) (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.

Remuneration Report

continued

26Australian Foundation Investment Company Limited Annual Report 2021

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.

Table 10: Annual Incentive Outcomes

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

Mark Freeman92.6%$409,5387.4%$32,632

Geoff Driver92.5%$158,4747.5%$12,886

Matthew Rowe92.4%$83,1427.6%$6,858

Andrew Porter91.8%$190,9768.2%$17,104

Table 11: Executive Annual Incentive Performance Conditions

Performance Areas

and Relative WeightingPerformance MeasuresPurpose of Measure

Company performance (20 per cent)

The relevant weightings of the

investment companies are:

• AFIC: 50 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 15 per cent

• Mirrabooka Investments Limited:

15 per cent

• Operating result – measured against

prior years.

• Management expense ratio (MER):

at Board discretion, generally measured

against prior years’ results.

• Dividend yield (DJW only).

• Net operating result 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.’ The dividends of both MIR

and AMH vary from year to year and is not a key

objective for those companies. This metric is thus

not considered appropriate for them.

• MER reflects the costs of running the Company.

• Maintaining a dividend yield being above the

market’s is an important object for DJW.

Investment performance

(60 per cent )

The relevant weightings of the

investment companies are:

• AFIC: 50 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 15 per cent

• Mirrabooka Investments Limited:

15 per cent

• Relative investment return: measure

of the return on the portfolio invested

(including cash) over the previous one,

three, five and 10 years, relative to

the S&P/ASX 200 Accumulation Index

(Combined Mid Cap 50 and Small

Ordinaries for Mirrabooka and modified

S&P ASX 200 Accumulation Index for

Djerriwarrh).

• 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 one, three, five 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 and modified S&P ASX 200

Accumulation Index for Djerriwarrh).

The Board considers that the metrics used reflect,

over the medium to long term, 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.

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 )

These costs are allocated to AFIC

and to the LICs on the same

proportion as the FAR

Includes:

• advice to the Board;

• succession planning;

• management of staff;

• risk management; and

• shareholder stewardship.

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 outperformance 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.

50 per cent is awarded based on the individual’s

capability and improvement and 50 per cent on

alignment with the Company’s values and culture.

27Australian Foundation Investment Company Limited Annual Report 2021

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 2021

$

Ross Barker – Managing Director (until 31 December 2017)

1 July 201630 June 2020$185,97533,205$5.6018,462/25.5%-

1 July 201730 June 2021$92,88816,153$5.757-$147,934

$147,934

Mark Freeman – Managing Director (from 1 January 2018)

1 Jan 201830 June 2021$85,00014,765$5.757-$135,227

1 July 201830 June 2022$170,00027,974$6.077-$246,194

1 July 201930 June 2023$173,40028,217$6.145-$235,807

1 July 202030 June 2024$176,86829,125$6.073$234,315

$851,543

Andrew Porter – Chief Financial Officer

1 July 201630 June 2020$95,62517,074$5.6014,351/25.5%-

1 July 201730 June 2021$98,01617,026$5.757-$155,934

1 July 201830 June 2022$99,97616,451$6.077-$144,785

1 July 201930 June 2023$102,00016,598$6.145-$138,710

1 July 202030 June 2024$104,04017,132$6.073-$137,832

$577,261

Geoff Driver – General Manager – Business Development and Investor Relations

1 July 201630 June 2020$78,79514,069$5.6013,585/25.5%-

1 July 201730 June 2021$80,76514,030$5.757-$128,489

1 July 201830 June 2022$82,38013,556$6.077-$119,303

1 July 201930 June 2023$84,00013,669$6.145-$114,232

J July 202030 June 2024$85,68014,109$6.073-$113,509

$475,533

Matthew Rowe – Company Secretary (joined 11 July 2016)

11 July 201630 June 2020$30,0005,356$5.6011,365/25.5%-

1 July 201730 June 2021$35,2506,123$5.757-$56,079

1 July 201830 June 2022$37,8006,220$6.077-$54,742

1 July 201930 June 2023$41,2506,713$6.145-$56,096

1 July 202030 June 2024$45,0007,410$6.073-$59,616

$226,533

Investment Team

LTI Award Date

Vesting Date Subject to

Performance Hurdles

Target Amount

$

Award Vested for the Year

Value Yet to Vest

30 June 2021

$$%

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

1 July 201730 June 2021$83,20057,33368.9%-

-

See Table 4 for actual amounts vested and Table 3 for details of vesting calculations.

Remuneration Report

continued

28Australian Foundation Investment Company Limited Annual Report 2021

The value of the outstanding ELTIP performance rights as in the table above was estimated at 30 June 2021 using the Total Share
Return (TSR – which includes dividends reinvested) based on a closing price on 30 June 2021 of AFI shares of $7.82 (the TSR

for AFI at 30 June 2021 was 12.3 per cent p.a. for four years, 12.9 per cent p.a. for three years, 16.1 per cent for two years and

33.1 per cent for one year.

Actual amounts awarded may vary from this amount, depending on performance over the four-year vesting period.


During the year, 15.25 per cent of the 2016 –2020 Investment Team Long Term Incentive that vested in the prior year was paid to

Mr Freeman. 68.9 per cent of the 2017-2021 Investment Team Long Term Incentive vested and will be paid in the year ended

30 June 2022.

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

conditions

1. Total gross shareholder return (50 per cent): the movement in the AFIC share 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.

Note that from the 2020 – 2024 Plan onwards total gross shareholder return will be the only performance condition.

This is balanced by the removal of TSR from the Annual Incentive performance conditions.

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 2021

Table 13: Long Term Incentive Plans continued
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

For details of Incentive Plans that vested or were awarded in the comparative year, please see the 2020 Annual Report, available on the

Company’s website.


D. Directors and Executives: Equity Holdings and Other Transactions

Table 14 sets out reconciliations of shares 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 at 30 June 2021

Opening

Balance

Changes

During Year

Closing

Balance

J Paterson612,1273,205615,332

M Freeman154,0756,107160,182

RE Barker908,7735,100913,873

RP Dee-Bradbury14,21320014,413

JA Faheyn/a--

GR Liebelt527,708-527,708

DA Peever31,4391,15232,591

CM Walter353,84812,958366,806

PJ Williams86,422(36,666)49,756

GN Driver139,1173,972143,089

MJ Rowe3,8241,8815,705

AJB Porter170,7565,560176,316

Other Arrangements with Non-Executive Directors

Non-Executive Directors Ross Barker (who retired on 30 June 2021), 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, including GST, by the Group during the year was:

Rental Income

Received/Receivable

$

RE Barker23,126

J Paterson29,802

CM Walter15,941

Remuneration Report

continued

30Australian Foundation Investment Company Limited Annual Report 2021

E. 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 incentive 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

5 Year

Return

4 Year

Return

3 Year

Return 20212020201920182017

Comparative returns

S&P/ASX 200 Accumulation Return9.26%11.16%10.43%9.59%27.80%-7.7%11.6%13.0%14.1%

Modified S&P/ASX 200 Accumulation*8.73%10.06%n/a8.96%21.71%----

Gross S&P/ASX 200

Accumulation Return10.85%12.64%11.89%10.99%29.12%-6.6%13.4%14.6%15.7%

Modified Gross S&P/ASX 200

Accumulation Return*9.84%11.10%n/a9.94%22.64%----

Combined Mid Cap 50 and Small

Ordinaries Accumulation Return (used

for Mirrabooka Investments Limited)8.92%12.61%12.59%10.42%34.42%-2.6%2.8%19.3%12.7%

Gross Combined Mid Cap 50 and Small

Ordinaries Accumulation Return (used

for Mirrabooka Investments Limited)9.90%13.56%13.49%11.26%35.22%-1.9%3.8%20.4%13.8%

Yield on ASX 200 grossed

up for franking creditsn/an/an/an/a2.9%5.8%5.2%5.2%5.4%

Australian Foundation

Investment Company Limited

Total gross shareholder return12.34%13.36%14.25%14.93%35.17%1.2%6.9%10.3%8.0%

Growth in net operating result per sharen/an/an/an/a-3.0%-41.5%44.1%9.6%-9.6%

Management expense ration/an/an/an/a0.14%0.13%0.13%0.14%0.14%

Gross return10.96%12.76%12.54%12.49%31.92%-3.1%11.4%12.7%13.7%

Investment return9.42%11.37%11.15%11.13%30.28%-4.1%9.8%11.3%12.3%

Djerriwarrh Investments Limited

Growth in net operating profit per sharen/an/an/an/a-4.5%-26.0%3.7%5.7%-19.9%

Management expense ration/an/an/an/a0.45%0.45%0.43%0.44%0.46%

Gross return9.17%10.27%8.75%7.78%29.58%-11.5%9.1%11.7%16.6%

Investment return7.46%8.28%7.14%6.54%25.83%-10.0%6.8%9.7%13.0%

Gross yield on NTA at end of June n/an/an/an/a4.7%5.6%8.6%8.6%8.8%

Mirrabooka Investments Limited

Management expense ration/an/an/an/a0.50%0.63%0.61%0.60%0.62%

Gross return16.04%17.19%19.09%19.59%50.92%7.1%5.9%17.3%9.9%

Investment return15.42%16.12%17.90%18.61%49.80%6.3%4.8%16.0%9.3%

AMCIL Limited

Management expense ration/an/an/an/a0.56%0.66%0.72%0.69%0.68%

Gross return12.69%13.13%14.73%14.92%31.76%7.6%7.0%13.9%7.0%

Investment return12.57%13.22%14.79%15.09%34.36%7.2%5.8%14.0%7.1%

* Note that the Modified S&P/ASX 200 Index is used for the Djerriwarrh figures to take into account the effect that option writing has on the investment

return. It is a new measure and has not been calculated individually for prior years.

31Australian Foundation Investment Company Limited Annual Report 2021

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 33.

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


John Paterson

Chairman

26 July 2021

Non-audit Services

32Australian Foundation Investment Company Limited Annual Report 2021

Auditor’s Independence Declaration
33Australian Foundation Investment Company Limited Annual Report 2021

FINANCIAL STATEMENTS
34 FINANCIAL

STATEMENTS

35 Consolidated Income Statement

36 Consolidated Statement of

Comprehensive Income

37 Consolidated Balance Sheet

38 Consolidated Statement of

Changes in Equity

40 Consolidated Cash

Flow Statement


41 NOTES TO

THE FINANCIAL

STATEMENTS

41 A. Understanding AFIC’s

Financial Performance

41 A1. How AFIC Manages

its Capital

41 A2. Investments Held and How

They Are Measured

42 A3. Operating Income

43 A4. Dividends Paid

44 A5. Earnings Per Share

45 B. Costs, Tax and Risk

45 B1. Management Costs

45 B2. Tax

46 B3. Risk

48 C. Unrecognised Items

48 C1. Contingencies

49 D. Balance Sheet

Reconciliations

49 D1. Current Assets – Cash

49 D2. Credit Facilities

49 D3. Revaluation Reserve

50 D4. Realised Capital

Gains Reserve

50 D5. Retained Profits

50 D6. Shared Capital

51 E. Income Statement

Reconciliations

51 E1. Reconciliation of Net Cash

Flows From Operating

Activities to Profit

51 E2. Tax Reconciliations

52 F. Further Information

52 F1. Related Parties

52 F2. Remuneration of Auditors

52 F3. Segment Reporting

53 F4. Summary of Other

Accounting Policies

55 F5. Performance Bond

55 F6. Share-based Payments

56 F7. Principles of Consolidation

56 F8. Subsidiaries

57 F9. Parent Entity Financial

Information

34Australian Foundation Investment Company Limited Annual Report 2020

Note
2021

$’000

2020

$’000

Dividends and distributionsA3257,874257,858

Interest income from depositsA31161,554

Other revenueA34,8314,895

Total revenue262,821264,307

Net gains/(losses) on trading portfolioA32,4729,740

Income from operating activities265,293274,047

Finance costs(1,831)(1,047)

Administration expensesB1(15,509)(14,759)

Profit before income tax expense247,953258,241

Income tax expenseB2, E2(12,858)(17,846)

Profit for the year235,095240,395

Profit is attributable to:

Equity holders of Australian Foundation Investment Company Ltd234,651239,931

Minority interest444464

235,095240,395

CentsCents

Basic earnings per shareA519.2819.88

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

Consolidated Income Statement

For the Year Ended 30 June 2021

35Australian Foundation Investment Company Limited Annual Report 2021

Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2021

Year to 30 June 2021Year to 30 June 2020

Revenue

1


$’000

Capital

1


$’000

Total

$’000

Revenue

1


$’000

Capital

1


$’000

Total

$’000

Profit for the year235,095-235,095240,395-240,395

Other comprehensive income

Items that will not be recycled

through the Income Statement

Gains/(losses) for the period -1,881,2611,881,261-(568,806)(568,806)

Tax on above-(575,865)(575,865)-167,602167,602

Total other comprehensive income-1,305,3961,305,396-(401,204)(401,204)

Total comprehensive income 235,0951,305,3961,540,491240,395(401,204)(160,809)

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’.

Total comprehensive income is attributable to:

Year to 30 June 2021Year to 30 June 2020

Revenue

$’000

Capital

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Equity holders of Australian Foundation

Investment Company Ltd234,6511,305,3961,540,047239,931(401,204)(161,273)

Minority interests444-444464-464

235,0951,305,3961,540,491240,395(401,204)(160,809)

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

36Australian Foundation Investment Company Limited Annual Report 2021

Consolidated Balance Sheet
As at 30 June 2021

Note

2021

$’000

2020

$’000

Current assets

Cash D197,122111,318

Receivables40,01117,347

Trading portfolio4,7454,304

Total current assets141,878132,969

Non-current assets

Investment portfolioA28,973,0807,117,970

Deferred tax assets59872

Total non-current assets8,973,1397,118,842

Total assets9,115,0177,251,811

Current liabilities

Payables1,020884

Tax payable12,62130,771

Provisions5,2354,765

Total current liabilities18,87636,420

Non-current liabilities

Provisions8881,375

Deferred tax liabilities – investment portfolioB21,536,231973,499

Total non-current liabilities1,537,119974,874

Total liabilities1,555,9951,011,294

Net assets7,559,0226,240,517

Shareholders’ equity

Share capitalA1, D63,007,7302,947,243

Revaluation reserveA1, D33,394,2972,166,030

Realised capital gains reserveA1, D4416,071397,712

General reserveA123,63723,637

Retained profitsA1, D5716,221705,273

Parent entity interest7,557,9566,239,895

Minority interest1,066622

Total equity7,559,0226,240,517

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

37Australian Foundation Investment Company Limited Annual Report 2021

Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2021

Year Ended 30 June 2021Note

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 year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Dividends paid to shareholdersA4--(58,770)-(223,703)(282,473)-(282,473)

– Dividend Reinvestment PlanD660,632----60,632-60,632

Other share capital adjustments(145)----(145)-(145)

Total transactions with shareholders60,487-(58,770)-(223,703)(221,986)-(221,986)

Profit for the year----234,651234,651444235,095

Other comprehensive income (net of tax)

Net gains for the period-1,305,396

---1,305,396-1,305,396

Other comprehensive income for the year-1,305,396---1,305,396-1,305,396

Transfer to realised capital gains of cumulative gains on investments sold-(77,129)77,129-----

Total equity at the end of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

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

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

38Australian Foundation Investment Company Limited Annual Report 2021

Year Ended 30 June 2021Note
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 year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Dividends paid to shareholdersA4--(58,770)-(223,703)(282,473)-(282,473)

– Dividend Reinvestment PlanD660,632----60,632-60,632

Other share capital adjustments(145)----(145)-(145)

Total transactions with shareholders60,487-(58,770)-(223,703)(221,986)-(221,986)

Profit for the year----234,651234,651444235,095

Other comprehensive income (net of tax)

Net gains for the period-1,305,396

---1,305,396-1,305,396

Other comprehensive income for the year-1,305,396---1,305,396-1,305,396

Transfer to realised capital gains of cumulative gains on investments sold-(77,129)77,129-----

Total equity at the end of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

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

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

39Australian Foundation Investment Company Limited Annual Report 2021

Note
2021

$’000

Inflows/

(Outflows)

2020

$’000

Inflows/

(Outflow)

Cash flows from operating activities

Sales from trading portfolio 14,77639,663

Purchases for trading portfolio (1,297)(25,160)

Interest received1161,573

Dividends and distributions received196,351255,492

209,946271,568

Other receipts4,8785,095

Administration expenses(15,445)(14,403)

Finance costs paid(1,831)(1,047)

Taxes paid(18,781)(6,578)

Net cash inflow/(outflow) from operating activitiesE1178,767254,635

Cash flows from investing activities

Sales from investment portfolio469,102589,059

Purchases for investment portfolio (416,321)(694,841)

Taxes paid on capital gains(23,798)(20,394)

Net cash inflow/(outflow) from investing activities28,983(126,176)

Cash flows from financing activities

Net bank borrowings--

Share issue transaction costs(145)(142)

Dividends paid(221,801)(223,428)

Net cash inflow/(outflow) from financing activities(221,946)(223,570)

Net increase/(decrease) in cash held(14,196)(95,111)

Cash at the beginning of the year111,318206,429

Cash at the end of the yearD197,122111,318

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 2021

40Australian Foundation Investment Company Limited Annual Report 2021

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:

2021

$’000

2020

$’000

Share capital3,007,7302,947,243

Revaluation reserve3,394,2972,166,030

Realised capital gains reserve416,071397,712

General reserve23,63723,637

Retained profits716,221705,273

7,557,9566,239,895

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 and an additional small sub-component of international (i.e. non-Australian/New Zealand listed) stocks.

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 (all at market value) was:

2021

$’000

2020

$’000

Equity instruments (excluding below) 8,502,2246,661,720

Equity instruments (over which options may be written)423,249456,250

Equity instruments (listed on non-Australian/NZ Exchanges)47,607-

8,973,0807,117,970

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 and the

investment in PEXA Group, which is also Level 2 as it did not start trading until 1 July 2021). 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

41Australian Foundation Investment Company Limited Annual Report 2021

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 2021

and 30 June 2020 were as follows:

30 June 2021

$

30 June 2020

$

Net tangible asset backing per share

Before tax7.455.96

After tax6.195.16

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 $511.1 million (2020: $584.6 million) of equity securities were sold. The cumulative gain on the sale of securities was

$77.1 million for the period after tax (2020: $5.9 million loss). 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 2021 is set out below.

Dividends and Distributions

2021

$’000

2020

$’000

Income from securities held in investment portfolio at 30 June251,687242,790

Income from investment securities sold during the year5,97615,068

Income from securities held in trading portfolio at 30 June211-

Income from trading securities sold during the year--

257,874257,858

Interest income

Revenue from deposits and cash management trusts1161,554

Other revenue

Administration fees4,8314,853

Other income -42

4,8314,895

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.

Notes to the Financial Statements

continued

42Australian Foundation Investment Company Limited Annual Report 2021

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

Net gains

2021

$’000

2020

$’000

Net realised gains/(losses) from trading portfolio – shares1491,038

– options1,7248,428

Unrealised gains/(losses) from trading portfolio – shares897243

– options(298)31

2,4729,740

$152.3 million of shares are lodged with the ASX Clear Pty Ltd as collateral for sold option positions written by the Group (2020:

$108.4 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 $44.5 million worth of securities at an agreed price – the ‘exposure’ (2020: $32.0 million).

There were no put options in the portfolio at 30 June 2021 (2020: $nil).

A4. Dividends Paid

The dividends paid and payable for the year ended 30 June 2021 are shown below:

2021

$’000

2020

$’000

(a) Dividends Paid During the Year

Final dividend for the year ended 30 June 2020 of 14 cents fully franked at 30 per cent paid

on 1 September 2020 (2020: 14 cents fully franked at 30 per cent paid on 29 August 2019)164,556164,150

Interim dividend for the year ended 30 June 2021 of 10 cents per share fully franked at 30 per cent

paid on 23 February 2021 (2020: 10 cents fully franked at 30 per cent paid on 24 February 2020)117,917117,377

282,473281,527

Dividends paid in cash221,841222,278

Dividends reinvested in shares60,63259,249

282,473281,527

Dividends forgone via DSSP8,6357,111

(b) Franking Credits

Opening balance of franking account at 1 July174,053182,607

Franking credits on dividends received67,29588,920

Tax paid during the year41,42826,234

Franking credits paid on ordinary dividends paid(121,060)(120,654)

Franking credits deducted on DSSP shares issued(3,707)(3,054)

Closing balance of franking account158,009174,053

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

and the receipt of dividends recognised as receivables19,61033,803

Adjusted closing balance177,619207,856

Impact on the franking account of dividends declared but not recognised

as a liability at the end of the financial year:(73,250)(72,622)

Net available104,369135,234

These franking account balances would allow AFIC to frank additional

dividend payments up to an amount of:243,528315,546

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.

43Australian Foundation Investment Company Limited Annual Report 2021

2021
$’000

2020

$’000

(c) New Zealand Imputation Account

(Figures in A$ at year-end exchange rate: 2021: $NZ1.074:$A1; 2020: $NZ1.071:$A1)

Opening balance8,47014,381

Imputation credits on dividends received4,7797,187

Imputation credits on dividends paid-(13,074)

Closing balance13,2498,494

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

on 31 August 2021.

(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 2021

to be paid on 31 August 2021, but not recognised as a liability at the end of the financial year is:170,917

(e) Listed Investment Company Capital Gain Account

Balance of the Listed Investment Company (LIC) capital gain account at 1 July:62,91263,335

Capital gains (including LIC gains received from dividends)39,65158,202

LIC gains paid as part of dividend(58,770)(58,625)

Balance at 30 June43,79362,912

This equates to an attributable gain of:62,56289,874

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. $52.3 million attributable gain is attached to the final

dividend to be paid on 31 August 2021.

A5. Earnings Per Share

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

Basic Earnings Per Share

2021

Number

2020

Number

Weighted average number of ordinary shares used as the denominator1,217,056,5771,206,707,394

$’000$’000

Profit for the year 234,651239,931

Cents Cents

Basic earnings per share19.2819.88

Notes to the Financial Statements

continued

44Australian Foundation Investment Company Limited Annual Report 2021

B. Costs, Tax and Risk
B1. Management Costs

The total management expenses for the period are as follows:

2021

$’000

2020

$’000

Rental expense relating to non-cancellable leases (747)(699)

Employee benefit expenses (9,304)(8,587)

Depreciation charge--

Other administration expenses(5,458)(5,473)

(15,509)(14,759)

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

$

2021

Non-Executive Directors 749,363-54,867-804,230

Executives3,191,746(120,224)99,524526,8343,697,880

Total3,941,109(120,224)154,391526,8344,502,110

2020

Non-Executive Directors716,550-63,450-780,000

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

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

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 was eligible

for vesting under these plans during the year. This is the final year for which Mr Barker is eligible for awards 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.

45Australian Foundation Investment Company Limited Annual Report 2021

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

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

2021

$’000

2020

$’000

Profit before income tax expense 247,953258,241

Tax at the Australian tax rate of 30 per cent (2020: 30 per cent)74,38677,472

Tax offset for franked dividends received(47,106)(61,344)

Demerger dividend non-taxable(10,952)-

Sundry items whose tax treatment differs from accounting treatment(1,234)4,171

15,09420,299

Over provision in prior years(2,236)(2,453)

Total tax expense12,85817,846

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.

2021

$’000

2020

$’000

Deferred tax liabilities on unrealised gains in the investment portfolio1,536,231973,499

Opening balance at 1 July973,4991,163,749

Tax on realised gains(13,133)(22,648)

Charged to OCI for ordinary securities on gains or losses for the period575,865(167,602)

1,536,231973,499

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 Listed Investment Company 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 $314.1 million and $628.1 million respectively, at a tax rate of 30 per cent

(2020: $249.1 million and $498.3 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

46Australian Foundation Investment Company Limited Annual Report 2021

AFIC’s total investment exposure by sector is as below:
2021

%

2020

%

Energy1.963.01

Materials14.3215.76

Industrials14.4015.88

Consumer Discretionary7.835.98

Consumer Staples 4.424.60

Banks 18.9717.16

Other Financials8.888.26

Real Estate2.471.74

Telecommunications5.994.42

Healthcare14.4016.62

Information Technology4.634.00

Utilities0.661.03

Cash1.071.54

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

Commonwealth Bank8.87.7

BHP7.37.0

CSL6.98.5

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

portfolio is a minor (0.5 per cent) part of the total portfolio.

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 (including with a custodian) 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 balance 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. AFIC engages a custodian,

Northern Trust, to hold the shares that are in the sub-component of the investment portfolio that contains international shares. AFIC

receives a GS007 report on Internal Controls for Custody, Investment Administration, Registry Monitoring and Related Information

Technology Services from Northern Trust every six months.

47Australian Foundation Investment Company Limited Annual Report 2021

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 2021

Less Than

6 Months

$’000

6–12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables1,020--1,0201,020

1,020--1,0201,020

Derivatives

Options in trading portfolio*-----

-----

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*-----

-----

* 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 the purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow). There were

no put options outstanding at 30th June 2021.

C. Unrecognised Items

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

48Australian Foundation Investment Company Limited Annual Report 2021

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

These notes provide further information about the basis of calculation of line items in the financial statements.

D1. Current Assets – Cash

2021

$’000

2020

$’000

Cash at bank and in hand (including on-call)97,122111,318

97,122111,318

Cash holdings yielded an average floating interest rate of 0.14 per cent (2020: 1.02 per cent). All cash investments are held in

a transactional account, with a custodian or in an overnight ‘at call’ account invested in cash management trusts which invest

predominantly in short term securities with an A1+ rating.

D2. Credit Facilities

2021

$’000

2020

$’000

Commonwealth Bank of Australia – cash advance facilities50,000250,000

Amount drawn down --

Undrawn facilities50,000250,000

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.

After 30 June 2021, additional facilities have been written with Commonwealth Bank of Australia for an additional $60 million.

During the previous year, the Group had an additional facility available of $120 million in order to take advantage of any potential

opportunities that may have arisen due to the circumstances surrounding COVID-19 and the responses to it. This facility was not

renewed during the current year.

D3. Revaluation Reserve

2021

$’000

2020

$’000

Opening balance at 1 July2,166,0302,561,314

Gains/(losses) on investment portfolio

Equity instruments1,881,261(568,806)

Provision for tax on above(575,865)167,602

Cumulative taxable realised (gains)/losses (net of tax)(77,129)5,920

3,394,2972,166,030

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

policy Note A2.

49Australian Foundation Investment Company Limited Annual Report 2021

D4. Realised Capital Gains Reserve
2021

$’000

2020

$’000

Opening balance at 1 July397,712462,257

Dividends paid(58,770)(58,625)

Cumulative taxable realised gains/(losses) for period through OCI (net of tax)77,129(5,920)

416,071397,712

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

2021

$’000

2020

$’000

Opening balance at 1 July705,273688,244

Dividends paid(223,703)(222,902)

Profit for the year234,651239,931

716,221705,273

This reserve relates to past profits.

D6. Share Capital

Movements in Share Capital

DateDetailsNotes

Number

of Shares

’000

Issue Price

$

Paid-up

Capital

$’000

1/07/2019Balance1,200,1482,888,136

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

01/09/2020Dividend Reinvestment Plani5,5836.3035,165

01/09/2020Dividend Substitution Share Planii7766.30n/a

23/02/2021Dividend Reinvestment Plani3,5877.1025,467

23/02/2021Dividend Substitution Share Planii5277.10n/a

VariousCosts of issue--(145)

30/06/2021Balance1,220,8373,007,730

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 (2020: nil).

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

Notes to the Financial Statements

continued

50Australian Foundation Investment Company Limited Annual Report 2021

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

2021

$’000

2020

$’000

Profit for the year235,095240,395

Net decrease/(increase) in trading portfolio(441)(11,337)

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

Demerger dividend – non-cash item(36,505)-

Decrease/(increase) in current receivables(22,664)22,781

– Less increase/(decrease) in receivables for investment portfolio9,875-

Increase/(decrease) in deferred tax liabilities563,545(191,222)

– Less (increase)/decrease in deferred tax liability on investment portfolio(562,732)190,250

Increase/(decrease) in current payables136(48)

– Less increase/(decrease) in dividends payable(40)151

Increase/(decrease) in provision for tax payable(18,150)13,719

Capital gains tax charge taken through equity(13,133)(22,648)

Prior year taxes paid relating to capital gains23,79820,394

Increase/(decrease) in other provisions/non-cash items (17)555

Net cash flows from operating activities178,767254,635

E2. Tax Reconciliations

Tax Expense Composition

2021

$’000

2020

$’000

Charge for tax payable relating to the current year14,28121,271

Over provision in prior years(2,236)(2,453)

(Increase)/Decrease in deferred tax assets813(972)

12,85817,846

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 portfolio575,865(167,602)

575,865(167,602)

Deferred Tax Assets and Liabilities

The deferred tax balances are attributable to:

2021

$’000

2020

$’000

(a) Tax on unrealised gains or losses in the trading portfolio(253)(82)

(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible1,8511,849

(c) Interest and dividend income receivable which is not assessable for tax until receipt(1,539)(895)

59872

Movements:

Opening balance at 1 July872(100)

Credited/(charged) to Income Statement(813)972

59872

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.

51Australian Foundation Investment Company Limited Annual Report 2021

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 (who retired on 30 June 2021), 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 $62,608 (2020: $62,565).

(b) AICS Transactions With Minority Interests

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

2021

$’000

2020

$’000

Administration expenses charged for the year2,5282,634

(c) AICS Transactions With Other Listed Investment Companies

AICS had the following transactions with other Listed Investment Companies to which it provides services:

2021

$’000

2020

$’000

Administration expenses charged for the year to Mirrabooka Investments Ltd1,4671,454

Administration expenses charged for the year to AMCIL Ltd916839

F2. Remuneration of Auditors

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

2021

$

2020

$

PricewaterhouseCoopers

Audit services

Audit or review of Financial Reports 210,050202,815

Audit-related services

AFSL compliance audit and review8,3318,168

Permitted non-audit services

Preparation and lodgement of tax returns32,94032,293

Total remuneration251,321243,276

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 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

(noting that the investment portfolio contains sub-components for ease of administration). 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

52Australian Foundation Investment Company Limited Annual Report 2021

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 – Woolworths Group (16.1 per cent as a result of the demerger dividend

received in conjunction with the Endeavour Group demerger) and BHP (11.0 per cent) (2020: two investments: Commonwealth Bank

(12.4 per cent) and BHP (10.5 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

26 July 2021 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 2021 (‘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.

53Australian Foundation Investment Company Limited Annual Report 2021

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 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. 17,763 shares vested during the year ended 30 June 2021.

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.

Notes to the Financial Statements

continued

54Australian Foundation Investment Company Limited Annual Report 2021

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.

F5. Performance Bond

The Group’s subsidiary, AICS, has under the terms of its Australian Financial Services License 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 four 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.

21,736 shares for both LTIP and Annual Incentive (2020: 12,565 shares) were purchased by Executives in the year (in relation to the

prior year) with a fair value (being the acquisition price) of $149,306 (2020: $81,835).

(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.

67,777 rights were awarded under the plan during the year ended 30 June 2021 (2020: 65,198). An expense of $826,722

(2020: $462,267) was incurred for the 2017/18, 2018/19, 2019/20 and 2020/21 plans. 51,941 rights under the 2016/17 plan

were forfeited during the year (74.5 per cent).

55Australian Foundation Investment Company Limited Annual Report 2021

(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 needs 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 AMCIL Limited, as part of the Group’s policy of rotating these purchases

amongst the LICs other than AFIC to which AICS provides services.

(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:

2021

$’000

2020

$’000

Share-based payment expense879507

(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 below, 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:

Country of

Incorporation

Equity Holding

Name of EntityClass of Shares20212020

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

56Australian Foundation Investment Company Limited Annual Report 2021

F9. Parent Entity Financial Information
Summary Financial Information

The individual financial statements for the parent entity show the following aggregate amounts:

2021

$’000

2020

$’000

Balance Sheet

Current assets133,183125,705

Total assets9,106,1067,243,674

Current liabilities13,27130,965

Total liabilities1,551,3481,005,486

Shareholders’ equity

Issued capital3,007,7302,947,243

Reserves

Revaluation reserve3,394,2972,166,030

Realised capital gains reserve416,071397,712

General reserve23,63723,637

Retained earnings713,023703,566

4,547,0283,290,945

Total shareholders’ equity7,554,7586,238,188

Profit or loss for the year233,319238,539

Total comprehensive income 1,538,715(162,665)

57Australian Foundation Investment Company Limited Annual Report 2021

In the Directors’ opinion:
1) the financial statements and notes set out on pages 35 to 57 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 2021 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 2021. 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

26 July 2021

DIRECTORS’ DECLARATION

58Australian Foundation Investment Company Limited Annual Report 2021

INDEPENDENT AUDIT REPORT
59Australian Foundation Investment Company Limited Annual Report 2021

INDEPENDENT AUDIT REPORT
continued

60Australian Foundation Investment Company Limited Annual Report 2021

61Australian Foundation Investment Company Limited Annual Report 2021

INDEPENDENT AUDIT REPORT
continued

62Australian Foundation Investment Company Limited Annual Report 2021

63Australian Foundation Investment Company Limited Annual Report 2021

Information About Shareholders
At 20 July 2021 there were 159,883 holdings of ordinary shares. These holdings were distributed in the following categories:

Size of HoldingShareholdingsPercentage

1 to 1,00060,7182.02%

1,001 to 5,00051,78710.81%

5,001 to 10,00020,66312.27%

10,001 to 100,00025,67051.67%

100,000 and over1,04523.23%

Total159,883100%

Percentage held by the 20 largest holders6.50%

Average shareholding7,635

There were 2,923 shareholdings of less than a marketable parcel of $500 (63 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 20 July 2021 are listed below:

Ordinary Shares

RankNameUnits% Units

1HSBC Custody Nominees (Australia) Limited22,109,6801.81

2Citicorp Nominees Pty Limited9,019,9990.74

3Nulis Nominees (Australia) Limited <Navigator Mast Plan Sett A/C> 5,540,5780.45

4Netwealth Investments Limited <Wrap Services A/C>5,334,6560.44

5Australian Executor Trustees Limited <IPS Super A/C>4,623,1790.38

6Bougainville Copper Limited4,461,0000.37

7Navigator Australia Ltd <MLC Investment Sett A/C>3,946,9020.32

8Bushways Pty Ltd2,570,5920.21

9Custodial Services Limited <Beneficiaries Holding A/C>2,568,0150.21

10Investment Custodial Services Limited <C A/C>2,393,4210.20

11Investment Custodial Services Limited <C A/C>2,375,4240.19

12BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd <Drp A/C>2,231,2540.18

13Netwealth Investments Limited <Super Services A/C>2,042,2070.17

14Australian Executor Trustees Limited <IPS IDPS A/C>1,737,7910.14

15Kalymna Pty Ltd1,510,8860.12

16HSBC Custody Nominees (Australia) Limited <Euroclear Bank SA NV A/C>1,500,2590.12

17Twibill Pty Ltd1,443,2160.12

18Australian Executor Trustees Limited <No 1 Account>1,368,3760.11

19BNP Paribas Nominees Pty Ltd <Pitcher Partners Drp>1,303,2650.11

20Mr Bruce Teele <The Teele Family A/C>1,248,2900.10

OTHER INFORMATION

64Australian Foundation Investment Company Limited Annual Report 2021

Sub-underwriting

During the year the Company did not participate as a sub-underwriter in any issues of securities.

Substantial Shareholders

The Company has not been notified of any substantial shareholders.

Transactions in Securities

During the year ended 30 June 2021, the Company recorded 643 transactions in securities (including derivatives).

$2,279,146 in brokerage (including GST) was paid or accrued for the year.

65Australian Foundation Investment Company Limited Annual Report 2021

Acquisitions
Cost

($’000)

PEXA Group50,000

Endeavour Group (demerger from Woolworths Group)39,713

FINEOS Corporation (includes participation in placement at $4.26 per share)30,981

ASX28,444

Woolworths Group28,184

Domino’s Pizza Enterprises24,743

Temple & Webster24,547

Nanosonics21,520

Disposals

Proceeds

($’000)

Qube Holdings41,399

South32

#

35,848

National Australia Bank (because of the exercise of call options)35,413

Alumina

#

34,778

Brickworks

#

32,698

Brambles28,973

Oil Search26,537

# Complete disposal from the portfolio.

New Companies Added to the Portfolio

PEXA Group

Endeavour Group

FINEOS Corporation

Domino’s Pizza Enterprises

Temple & Webster

Nanosonics

IDP Education

Major Transactions in the Investment Portfolio

66Australian Foundation Investment Company Limited Annual Report 2021

Individual investments for the combined investment and trading portfolios as at 30 June 2021 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

2020

’000

Number

Held

2021

’000

Market

Value

2021

$’000

AIAAuckland International Airport6,0736,07341,056

ALQALS7,5427,01291,439

ALUAltium30846617,079

AMCAmcor12,06011,600175,509

ANNAnsell1,0791,07946,941

ANZAustralia and New Zealand Banking Group9,1888,488238,929

APAAPA Group6,6656,66559,319

ARBARB Corporation3,5033,503151,283

ASXASX Limited1,0541,432111,281

AUBAUB Group2,5262,52656,553

BHPBHP Group13,93513,413651,477

BXBBrambles12,1399,279106,148

CARCarsales.com5,0336,053119,609

CBACommonwealth Bank of Australia7,9007,900788,973

COHCochlear33433484,102

COLColes Group7,0687,068120,784

CPUComputershare4,3804,04368,318

CSLCSL2,1202,185623,229

CWYCleanaway Waste Management25,51617,01444,917

DJWDjerriwarrh Investments7,5057,50523,041

DMPDomino’s Pizza Enterprises025430,610

DUIDiversified United Investments12,03012,03062,437

EDVEndeavour Group04,76629,976

EQTEQT Holdings1,3221,32236,212

FCLFINEOS Corporation07,33828,619

FPHFisher & Paykel Healthcare3,4853,913113,150

GMGGoodman Group6,6856,685141,521

IAG*Insurance Australia Group6,9559,52748,797

IELIDP Education056613,894

IREIRESS5,9297,09191,547

IVCInvoCare2,9843,51240,639

JHX*James Hardie Industries5,1884,590207,635

LICLifestyle Communities2,7762,00031,220

MFTMainfreight (NZX listed)3,2683,268234,039

MIRMirrabooka Investments8,7288,72831,158

M LTMilton Corporation9,7768,09250,982

MQGMacquarie Group2,1702,207345,168

NABNational Australia Bank12,91711,155292,479

NANNanosonics03,54520,809

NWLNetwealth Group1,1002,09035,844

NXTNEXTDC7,8647,86493,273

ORGOrigin Energy6,5006,50029,315

Holdings of Securities

At 30 June 2021

67Australian Foundation Investment Company Limited Annual Report 2021

CodeOrdinary Shares, Trust Units or Stapled Securities
Number

Held

2020

’000

Number

Held

2021

’000

Market

Value

2021

$’000

ORIOrica2,2262,22629,558

OSHOil Search26,24417,98568,523

PXAPEXA Group02,91950,000

QUBQube Holdings35,30221,63568,582

REAREA Group55355393,441

REHReece7,9517,201170,023

RHCRamsay Health Care2,0201,915120,549

RIORio Tinto2,0011,862235,806

RMDResMed3,9354,250139,230

RWCReliance Worldwide Corporation13,13410,96357,667

RYMRyman Health (NZX listed)88088010,754

SEKSeek4,1603,641120,651

SHLSonic Healthcare4,0543,704142,242

SYDSydney Airport21,44325,606148,260

TCLTransurban Group23,13723,867339,624

TLS*Telstra Corporation54,51054,510204,331

TPWTemple & Webster02,36725,537

WBCWestpac Banking Corporation15,98515,545401,216

WESWesfarmers7,3727,372435,685

WOWWoolworths Group5,6676,416244,631

WPLWoodside Petroleum4,4603,62080,392

XROXero871833114,204

Total8,930,218

* Part of the holding was subject to call options written by the Company.

Holdings of Securities

At 30 June 2021 continued

68Australian Foundation Investment Company Limited Annual Report 2021

Holdings of International Securities
At 30 June 2021

Ordinary Shares, Trust Units or Stapled Securities

Number

Held

2021

Market

Value

2021

A$

ACN-USAccenture2,760 1,083,742

AENA-ESAena4,993 1,090,771

9988-HKAlibaba45,556 1,718,828

GOOGL-USAlphabet642 2,088,086

AMZN-USAmazon349 1,599,223

AAPL-USApple4,788 873,475

CMG-USChipotle714 1,474,453

CTAS-USCintas1,994 1,014,587

COST-USCostco1,589 837,705

CCI-USCrown Castle4,226 1,098,211

EL-USEstée Lauder2,046 866,849

FB-USFacebook3,553 1,645,572

FERG-GBFerguson6,357 1,175,600

FTNT-USFortinet4,102 1,301,442

HCA-USHCA Healthcare5,511 1,517,619

HD-USHome Depot2,757 1,171,063

ICE-USIntercontinental7,772 1,228,831

OR-FRL’Oréal790 468,960

MC-FRLVMH Moët1,240 1,295,304

MAR-USMarriott6,266 1,139,409

MA-USMastercard1,421 691,032

MCD-USMcDonald’s4,188 1,288,564

MSFT-USMicrosoft7,066 2,549,695

NESN-CHNestlé9,176 1,523,491

NFLX-USNetflix2,257 1,587,980

NEE-USNextera5,861 572,092

NKE-USNike7,784 1,601,792

NOVOB-DKNovo Nordisk8,634 963,641

PYPL-USPaypal3,116 1,209,787

PEP-USPepsiCo5,323 1,050,547

ROG-CHRoche2,790 1,401,333

SPGI-USS&P Global2,558 1,398,510

SU-FRSchneider5,527 1,158,349

SOON-CHSonova1,814 909,667

SBUX-USStarbucks8,598 1,280,500

669-HKTechtronic31,777 739,133

TMO-USThermo Fisher1,684 1,131,564

ULVR-GBUnilever10,047 782,159

V-USVisa3,461 1,077,928

Total47,607,493

69Australian Foundation Investment Company Limited Annual Report 2021

Date of IssueTypePriceRemarks
23 February 2021DRP/DSSP$7.105 per cent discount

1 September 2020DRP/DSSP$6.30

24 February 2020DRP/DSSP$6.932.5 per cent discount

29 August 2020DRP/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

Issues of Securities

70Australian Foundation Investment Company Limited Annual Report 2021

Date of IssueTypePriceRemarks
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.

71Australian Foundation Investment Company Limited Annual Report 2021

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Mark Freeman, Managing Director

Rebecca P Dee-Bradbury

Craig M Drummond

Julie A Fahey

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 2021

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

For all enquiries 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

Time 10.00am

Date Tuesday 5 October 2021

Venue Clarendon Auditorium

Melbourne Convention and

Exhibition Centre (MCEC)

Location 2 Clarendon Street Southbank

Victoria Australia 3006

Subject to any change in the government restrictions for public

gatherings, the AGM will be a hybrid meeting with a physical meeting

and access via an online platform. Further details are provided in the

Notice of Annual General Meeting.

Our intention is to hold shareholder meetings in each of the state capital

cities (other than Hobart) during October 2021 after the AGM. Given

the uncertainty because of COVID-19, shareholders will be notified

separately of date and venue if these meetings can safely proceed.

Shareholder Information

Australian Foundation Investment Company Limited Annual Report 202173

Design: MDM Investorcom
Printed on environmentally friendly paper

Annual Review
2021

2 5 Year Summary
4 About the Company

8 Review of Operations

and Activities

18 Top 25 Investments

19 Income Statement

20 Balance Sheet

21 Summarised Statement

of Changes in Equity

22 Holdings of Securities

25 Holdings of International

Securities

27 Major Transactions in the

Investment Portfolio

28 Company Particulars

29 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
* Assumes a shareholder can take full advantage of the franking credits.

Profit for

the Year

$235.1m

$240.4m in 2020.

Down 2.2%

Total

Shareholder

Return

35.2%

Share price plus

dividend, including

franking*

Management

Expense

Ratio

0.14%

0.13%

in 2020

Total

Portfolio

Return

31.9%

Including franking*

S&P/ASX 200

Accumulation

Index including

franking* 29.1%

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

24 cents total

in 2020

2021

Total

Portfolio

$9.1b

Including cash

at 30 June.

$7.2 billion in 2020

1Australian Foundation Investment Company Limited Annual Review 2021

5 Year Summary
Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.119.38,978

247.45159,500

8

(c)

Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.1

19.38,978

247.45159,500

8

(c)

2Australian Foundation Investment Company Limited Annual Review 2021

Net Profit After Tax
($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.119.38,978

247.45159,500

8

(c)

Net Profit After Tax

($ Million)

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)

272.2134.2

(a)

279.0

245.3

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

2021

240.4

6.49

6.27

5.89

5.96

138,671

129,948

119,463

153,588

32

(c)

24

24

24

24

34.0

23.6

21.3

19.9

7,566

7,274

6,790

7,122

235.1

19.38,978

247.45

159,500

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 2021: 4.29 cents,

2020: 7.14 cents, 2019: 7.14 cents,

2018: 2.86 cents, 2017: nil.

(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 2021

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

4Australian Foundation Investment Company Limited Annual Review 2021

Investment Philosophy
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.

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 twelve

months to 30 June 2021 this was 0.14 per

cent, or 14 cents for each $100 invested.

Approach to Investing

5Australian Foundation Investment Company Limited Annual Review 2021

Approach to Environmental,
Social and Governance (ESG)

Issues When Investing

Assessment of Environmental, Social and

Governance (ESG) issues is an important

part of our investment process. As a

long term investor, we seek to invest in

companies that have strong governance

and risk management processes, which

includes consideration of environmental and

social risks. We regularly review companies

to ensure ongoing alignment with our

investment framework:

• We believe environmental factors,

including the impact of climate change,

can have a material impact on society.

These factors are considered when

assessing a company’s assets, long

term sustainability of earnings and cash

flow, cost of capital and future growth

opportunities.

• We believe that aligning ourselves

with high-quality management and

boards building sustainable long term

businesses is the best approach to

avoiding socially harmful businesses.

We are attracted to companies

that act in the best interest of all

their stakeholders, including their

employees, customers, suppliers,

and wider communities.

• We invest in high-quality companies

with strong governance processes,

and management and boards whose

interests are closely aligned with

shareholders. The investment process

includes an assessment of their

past performance, history of capital

allocation, level of accountability,

mix of skills, relevant experience and

succession planning. We also closely

scrutinise a company’s degree of

transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key

functions that a shareholder has in ensuring

better long term returns and management

of investment risk:

• We take input from proxy advisers but

conduct our own evaluation of the

merits of any resolution.

• We vote on all company resolutions as

part of our regular engagement with the

companies in the portfolio.

• We actively engage with companies

when we have concerns those

resolutions are not aligned with

shareholders’ interests.


We acknowledge that high-quality

companies may face ESG challenges from

time to time. We seek to stay engaged

with the companies and satisfy ourselves

that the issues are taken seriously and

worked through constructively. Ideally, in

this instance, we seek to remain invested

to influence a satisfactory outcome for

stakeholders.

About the Company

continued

Approach to Investing continued

6Australian Foundation Investment Company Limited Annual Review 2021

7Australian Foundation Investment Company Limited Annual Review 2021

Profit and Dividend
The full year profit was $235.1 million,

down from $240.4 million in the previous

corresponding period. The profit to

30 June 2021 includes a demerger

dividend of $36.5 million (which was non-

cash and carries no franking) resulting

from the Endeavour Group demerger from

Woolworths Group. Excluding this one-off

item, the profit figure to 30 June 2021 was

$198.6 million. This fall in profit versus

the corresponding period last year was a

result of the decline in underlying income

as the economic impact of the COVID-19

pandemic continued to limit dividends for

many holdings in the portfolio.

Earnings per share were 19.3 cents

(16.3 cents excluding the Endeavour

demerger dividend), down from

19.9 cents. AFIC, as a long-standing

listed investment company, has reserves

that can be used in difficult times.

Drawing upon these reserves and some

realised capital gains after tax generated

by some sales in the portfolio, the final

dividend was maintained at 14 cents

per share fully franked despite the fall in

income over the year. Total fully franked

dividends applicable for the year are

24 cents per share, the same as last

year. Despite the significant disruption

to income arising from COVID-19 over

the last two years, AFIC has maintained

its dividends to shareholders through

this period.

Three cents of the final dividend are

sourced from taxable capital gains,

on which the Company has paid or

Review of Operations and Activities

7,400

7,200

7,000

6,800

6,600

6,400

6,200

6,000

5,800

5,600

Jul 20

Jun 20

Aug 20

Sep 20

Oct 20

Nov 20

Dec 20

Jan 21

Feb 21

Mar 21

Apr 21

May 21

Jun 21

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

Source: FactSet

8Australian Foundation Investment Company Limited Annual Review 2021

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 4.29 cents. The enables some

shareholders to claim a tax deduction

in their tax return.

Market and Portfolio

Performance

The Australian share market delivered a

very strong performance for the financial

year (Figure 1) as concerns about the

lingering effects of COVID-19 were put

aside by the positive stimulus provided

by Government and central banks, and

better than expected company earnings.

The positive mood of investors was also

reinforced by the efficacy of vaccines and

their deployment in a number of major

markets.

The increase in the Australian market

was widespread across sectors, with

information technology and the banking

sectors very strong (Figure 2). The

banking sector has risen from previous

lows during the year supported by a

recovering economy, lower bad debt

charges and more sustainable dividend

payout ratios.

The S&P/ASX 200 Accumulation Index

delivered a positive performance in

11 of the 12 months for the financial

year, culminating in a 12-month return of

29.1 per cent, including franking – one

of the strongest returns on record. AFIC’s

portfolio outperformed over this period,

with a return of 31.9 per cent, which

also includes the benefit of franking.

Figure 2: Performance of Selected Sectors of the Market

160

140

120

100

0

S&P/ASX 200 Industrials

Index

S&P/ASX 200 Banks

S&P/ASX 200 Information Technology

S&P/ASX 200 Resources

Jul 20

Aug 20

Sep 20

Oct 20

Nov 20

Dec 20

Jan 21

Feb 21

Mar 21

Apr 21

May 21

Jun 21

Jul 21

Source: FactSet

9Australian Foundation Investment Company Limited Annual Review 2021

Companies in the portfolio that contributed
strongly to the positive relative return

to the Index through the 12-month

period were Reece, Mainfreight, ARB

Corporation, James Hardie Industries

and ALS.

The long term performance of the

portfolio, which is better aligned with the

Company’s investment timeframes, was

11.0 per cent per annum for the 10 years

to 30 June 2021. This is slightly ahead

of the Index return over the same period

of 10.8 per cent. Both of these figures

include the benefit of franking. AFIC’s

performance numbers are after costs.

The short and long term performance

have been achieved with low portfolio

turnover, providing very tax-effective

returns for shareholders. These returns

have also been delivered with very low

volatility, achieving an attractive profile

of return relative to risk for investors.

Review of Operations and Activities

continued

10Australian Foundation Investment Company Limited Annual Review 2021

Net asset per share growth plus dividends,
including franking

S&P/ASX 200 Accumulation Index,

including franking

Assumes an investor can take full advantage of franking credits. Past performance is not indicative of future performance.

3 year return

12.5%

11.0%

5 year return

12.8%

12.6%

10 year return

11.0%

10.8%

1 year return

31.9%

29.1%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2021

11Australian Foundation Investment Company Limited Annual Review 2021

Review of Operations and Activities
continued

Positioning the Portfolio

A number of purchases were undertaken

during the financial year. The largest

was participation in the IPO of PEXA

Group. While the pricing reflected the

strong market conditions towards the

end of the period, the company appears

well positioned as a good long term

investment. Other new holdings added

to the portfolio were Endeavour Group,

due to its demerger from Woolworths

Group, FINEOS Corporation (including

participation in its placement), Domino’s

Pizza Enterprises, Temple & Webster,

Nanosonics and IDP Education. Periods

of volatility throughout the year also

provided opportunities to add to holdings

with strong market positions such as

Woolworths Group and ASX.

Details of companies added to the

portfolio during the financial year:

• PEXA Group engages in the

development and provision of

electronic conveyancing system

in Australia and the United Kingdom.

• FINEOS Corporation is a global

software company that provides

software solutions to the life, accident

and health insurance industry.

• Domino’s Pizza Enterprises engages in

the management of retail food outlets

and franchise services. It operates

through the following geographical

segments: Australia/New Zealand,

Europe and Japan.

• Temple & Webster is a leading online

retailer of furnishings and homewares

in Australia.

• Nanosonics is a developer of infection

control and decontamination products

with a market-leading position in

ultrasound disinfection.

• IDP Education is an international

education organisation offering student

placement in Australia, New Zealand,

the United States, United Kingdom,

Republic of Ireland and Canada.

Major sales included the complete

disposal of holdings in South32, Alumina

and Brickworks, and these funds were

deployed elsewhere in the portfolio.

There was also some trimming of the

positions in Qube Holdings, Brambles

and Oil Search.

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.

International Portfolio

As first signalled at the AGM in

October 2020, a small part of our

funds, $48 million (which represents

approximately 0.5 per cent of the

portfolio) was invested into a diversified

global equities portfolio during the latter

half of the financial year.

Leveraging our investment philosophy

in the domestic market, the approach

to international equities is similar. The

international strategy invests in publicly

listed companies outside the Australian

and New Zealand markets with a medium

to long term investment time horizon.

12Australian Foundation Investment Company Limited Annual Review 2021

AFIC portfolio weightS&P/ASX 200 Index weight
19.2%14.4%14.4%14.4%8.9%7.7%1.0%6.0%2.5%4.6%1.1%1.7%4.4%

20%

15%

10%

5%

0%

Banks

Industrials

Healthcare

Materials

Other

Financials

Consumer

Discretionary

Information

Technology

Communication

Services

Consumer

Staples

Real

Estate

Energy

Cash

Utilities

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

as at 30 June 2021 – Excludes International Holdings

It focuses on high-quality companies

with strong management teams and

competitive advantages that we view as

sustainable, often underpinned by long

term secular growth trends. With inherent

business characteristics that allow these

companies to generate an attractive return

on capital, the selected companies are

expected to generate a reasonable level

of return for our shareholders through

a combination of earnings growth and

dividends. We look to invest at a starting

valuation that is sensible in the context

of the expected return and the risk

associated with each investment.

Holdings at 30 June 2021 are listed

on pages 25 and 26.

This activity is potentially a precursor

to establishing a separate low-cost

international Listed Investment

Company in the future.

Share Price Return

The share price return, including

reinvestment of dividends and franking

credits, over the 12 months to 30 June

2021 was 35.2 per cent, which is ahead

of the portfolio return for the year. The

share price was trading at a premium

of 5.0 per cent to the net asset backing

(before tax on unrealised gains) at the

end of June 2021, whereas at 30 June

2020 the premium was 2.2 per cent

(Figure 5 on page 14).

13Australian Foundation Investment Company Limited Annual Review 2021

Review of Operations and Activities
continued

15%

-10%

-5%

0%

5%

10%

Jun 10

Jun 1

1

Jun 1

2

Jun 1

3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21

10 year return

12.3%

10.8%

5 year return

13.4%

12.6%

3 year return

14.9%

11.0%

1 year return

35.2%

29.1%

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

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

Figure 6: Share Price Return − to 30 June 2021

14Australian Foundation Investment Company Limited Annual Review 2021

Importantly, the long term, 10-year return
is 12.3 per cent for the share price in

comparison to 10.8 per cent for the Index.

The figures for the Index and share price

assumes a shareholder can take full

advantage of the franking credits attached

to the dividends paid (Figure 6).

Outlook

Equity markets delivered near-record

growth over the year with valuations

recovering from the effects of COVID-19

as interest rates remain very low

(Figure 7). However, the outlook for

corporate earnings remains uncertain,

as supportive government stimulus

measures are unlikely to be repeated

and underlying economic conditions

remain variable. Cost inflation is also

starting to percolate, and companies

are facing disruption to their supply

chains which may lead to rising costs for

many companies. In this environment, it

is our expectation that market volatility will

increase over the coming 12 months.

In recent years we have increased the

weighting of holdings in the portfolio that

meet our definition of quality companies.

In an economy where input costs may

be rising, we believe the companies in

the portfolio are generally well positioned

given their market strength and ability

to further leverage their efficiencies.

Any pressure on valuations because of

these conditions may result in purchases

in more of our preferred companies

at attractive prices. At present, we

are looking to remain patient with our

capital until these opportunities present

themselves.

15Australian Foundation Investment Company Limited Annual Review 2021

Review of Operations and Activities
continued

Directorship Matters

Ms Julie Fahey was appointed as an

Independent Non-Executive Director

of the Company on 22 April 2021.

Ms Fahey has over 30 years of experience

in technology, including in major

organisations such as Western Mining,

Exxon, Roy Morgan, General Motors and

SAP, covering consulting, software vendor

and Chief Information Officer roles.

In addition to her industry experience,

she spent 10 years at KPMG as a

Partner with the firm, during which

time she held roles as National Lead

Partner Telecommunications, Media and

Technology, and National Managing

Partner – Markets. Ms Fahey was also a

member of the KPMG National Executive

Committee.

Ms Fahey is a Non-Executive Director

of Seek Limited, IRESS Limited, Vocus

Group Limited, Datacom Group Limited,

CenITex and a member of the Australian

Red Cross Blood Service Board and the

La Trobe University Council.

Mr Craig Drummond was appointed as

an Independent Non-Executive Director

of the Company on 1 July 2021.

Times

20

18

16

14

12

10

20152013201420112012

2016

2017

2018

2019

2020

2021

10-year

average

15.3

Figure 7: Valuation of the Market – Price Earnings Ratio

of the S&P/ASX 200 Index

Source: FactSet

16Australian Foundation Investment Company Limited Annual Review 2021

Mr Drummond was Chief Executive
Officer of Medibank Private Limited

from 2016 to 2021. He has had over 30

years’ experience in the financial sector

– Group Executive Finance and Strategy

at National Australia Bank from 2013 to

2016, Bank of America Merrill Lynch as

Chief Executive Officer and Country Head

from 2009 to 2013, and Goldman Sachs

JBWere (1986 to 2009) in various roles

(including being a leading investment

analyst and subsequently Director of

Research and Investment Strategy)

culminating in being appointed Chief

Executive Officer.

Mr Drummond is a Senior Fellow of the

Financial Services Institute of Australasia

and is a Chartered Accountant. He is a

Non-Executive Director of Transurban and

is President of the Geelong Football Club.

He is also a Governor of the Ian Potter

Foundation.

We are delighted to welcome both

Ms Fahey and Mr Drummond to the

Board. Their depth of knowledge and

experience will be of great assistance

to the Company.

Mr Ross Barker retired as a Director on

30 June 2021. Mr Barker transitioned to

Non-Executive Director in January 2018

having been appointed Chief Executive

Officer of the Company in February 2001

and Managing Director in October 2001.

Prior to October 2001 he was an Alternate

Director of the Company, a position he

had held since April 1987. Mr Barker

was integrally involved, through the late

1990s and early 2000s, in building AFIC’s

capabilities to be a fully and strongly

independent entity in its own right.

His contribution to Board deliberations will

be missed. The Board wishes to record

its thanks to Mr Barker for his valued and

outstanding service to the Company and

to shareholders for almost 35 years and

wishes him well for the future.

17Australian Foundation Investment Company Limited Annual Review 2021

Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 30 June 2021

Total Value

$ Million

% of the

Portfolio

1Commonwealth Bank of Australia789.08.8

2BHP Group 651.57.3

3CSL 623.26.9

4Wesfarmers 435.74.9

5Westpac Banking Corporation401.24.5

6Macquarie Group 345.23.8

7Transurban Group 339.63.8

8National Australia Bank 292.53.3

9Woolworths Group 244.62.7

10Australia and New Zealand Banking Group 238.92.7

11Rio Tinto 235.82.6

12Mainfreight 234.02.6

13James Hardie Industries*207.62.3

14Telstra Corporation*204.32.3

15Amcor175.52.0

16Reece 170.01.9

17ARB Corporation 151.31.7

18Sydney Airport148.31.7

19Sonic Healthcare 142.21.6

20Goodman Group141.51.6

21ResMed139.21.6

22Coles Group 120.81.3

23Seek 120.71.3

24Ramsay Health Care 120.51.3

25Carsales.com 119.61.3

Total6,792.9

As percentage of total portfolio value (excludes cash)75.7%

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

Top 25 Investments

As at 30 June 2021

18Australian Foundation Investment Company Limited Annual Review 2021

2021
$’000

2020

$’000

Dividends and distributions257,874257,858

Revenue from deposits and bank bills1161,554

Other revenue-42

Net gains on trading portfolio

(including unrealised gains or losses)2,4729,740

Total income260,462269,194

Finance costs(1,831)(1,047)

Administration expenses (net of recoveries)(10,678)(9,906)

Profit before income tax 247,953258,241

Income tax (12,858)(17,846)

Net profit 235,095240,395

CentsCents

Net profit per share19.2819.88

Income Statement

For The Year Ended 30 June 2021

19Australian Foundation Investment Company Limited Annual Review 2021

2021
$’000

2020

$’000

Current assets

Cash 97,122111,318

Receivables40,01117,347

Trading portfolio4,7454,304

Total current assets141,878132,969

Non-current assets

Investment portfolio 8,973,0807,117,970

Deferred tax assets59872

Total non-current assets8,973,1397,118,842

Total assets9,115,0177,251,811

Current liabilities

Payables1,020884

Tax payable12,62130,771

Provisions5,2354,765

Total current liabilities18,87636,420

Non-current liabilities

Provisions8881,375

Deferred tax liabilities – investment portfolio1,536,231973,499

Total non-current liabilities1,537,119974,874

Total liabilities1,555,9951,011,294

Net assets7,559,0226,240,517

Shareholders’ equity

Share capital3,007,7802,947,293

Revaluation reserve3,394,2972,166,030

Realised capital gains reserve416,071397,712

General reserve23,63723,637

Retained profits717,237705,845

Total shareholders’ equity (including minority interests)7,559,0226,240,517

Balance Sheet

As at 30 June 2021

20Australian Foundation Investment Company Limited Annual Review 2021

2021
$’000

2020

$’000

Total equity at the beginning of the year6,240,5176,624,746

Dividends paid(282,473)(281,527)

Shares issued – Dividend Reinvestment Plan60,63259,249

Other share capital adjustments(145)(142)

Total transactions with shareholders(221,986)(222,420)

Profit for the year 235,095240,395

Revaluation of investment portfolio1,881,261(568,806)

Provision for tax on revaluation(575,865)167,602

Revaluation of investment portfolio (after tax)1,305,396(401,204)

Total comprehensive income for the year1,540,491(160,809)

Realised gains on securities sold90,26216,728

Tax expense on realised gains on securities sold(13,133)(22,648)

Net realised gains/(losses) on securities sold77,129(5,920)

Transfer from revaluation reserve to realised gains reserve(77,129)5,920

Dividend paid to minority interests-(1,000)

Total equity at the end of the year7,559,0226,240,517

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 2021

21Australian Foundation Investment Company Limited Annual Review 2021

Individual investments for the combined investment and trading portfolios as at
30 June 2021 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

2020

’000

Number

Held

2021

’000

Market

Value

2021

$’000

AIAAuckland International Airport 6,0736,07341,056

ALQALS7,5427,01291,439

ALUAltium30846617,079

AMCAmcor12,06011,600175,509

ANNAnsell1,0791,07946,941

ANZAustralia and New Zealand

Banking Group

9,1888,488238,929

APAAPA Group6,6656,66559,319

ARBARB Corporation3,5033,503151,283

ASXASX Limited1,0541,432111,281

AUBAUB Group2,5262,52656,553

BHPBHP Group13,93513,413651,477

BXBBrambles12,1399,279106,148

CARCarsales.com 5,0336,053119,609

CBACommonwealth Bank of Australia7,9007,900788,973

COHCochlear33433484,102

COLColes Group7,0687,068120,784

CPUComputershare4,3804,04368,318

CSLCSL2,1202,185623,229

CWYCleanaway Waste Management25,51617,01444,917

DJWDjerriwarrh Investments7,5057,50523,041

Holdings of Securities

At 30 June 2021

22Australian Foundation Investment Company Limited Annual Review 2021

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2020

’000

Number

Held

2021

’000

Market

Value

2021

$’000

DMPDomino’s Pizza Enterprises025430,610

DUIDiversified United Investments 12,03012,03062,437

EDVEndeavour Group04,76629,976

EQTEQT Holdings1,3221,32236,212

FCLFINEOS Corporation07,33828,619

FPHFisher & Paykel Healthcare3,4853,913113,150

GMGGoodman Group6,6856,685141,521

IAG*Insurance Australia Group6,9559,52748,797

IELIDP Education056613,894

IREIRESS5,9297,09191,547

IVCInvoCare2,9843,51240,639

JHX*James Hardie Industries5,1884,590207,635

LICLifestyle Communities2,7762,00031,220

MFTMainfreight (NZX listed)3,2683,268234,039

MIRMirrabooka Investments8,7288,72831,158

M LTMilton Corporation9,7768,09250,982

MQGMacquarie Group2,1702,207345,168

NABNational Australia Bank12,91711,155292,479

NANNanosonics03,54520,809

NWLNetwealth Group1,1002,09035,844

NXTNEXTDC7,8647,86493,273

ORGOrigin Energy6,5006,50029,315

ORIOrica2,2262,22629,558

OSHOil Search26,24417,98568,523

PXAPEXA Group02,91950,000

QUBQube Holdings35,30221,63568,582

REAREA Group55355393,441

REHReece7,9517,201170,023

RHCRamsay Health Care2,0201,915120,549

RIORio Tinto2,0011,862235,806

RMDResMed3,9354,250139,230

23Australian Foundation Investment Company Limited Annual Review 2021

Holdings of Securities
At 30 June 2021 continued

Code

Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2020

’000

Number

Held

2021

’000

Market

Value

2021

$’000

RWCReliance Worldwide Corporation13,13410,96357,667

RYMRyman Health (NZX listed)88088010,754

SEKSeek4,1603,641120,651

SHLSonic Healthcare4,0543,704142,242

SYDSydney Airport21,44325,606148,260

TCLTransurban Group23,13723,867339,624

TLS*Telstra Corporation54,51054,510204,331

TPWTemple & Webster02,36725,537

WBCWestpac Banking Corporation 15,98515,545401,216

WESWesfarmers7,3727,372435,685

WOWWoolworths Group5,6676,416244,631

WPLWoodside Petroleum4,4603,62080,392

XROXero871833114,204

Total8,930,218

* Part of the holding was subject to call options written by the Company.

24Australian Foundation Investment Company Limited Annual Review 2021

Holdings of International Securities
At 30 June 2021

Code

Ordinary Shares, Trust

Units or Stapled Securities

Number

Held

2021

Market

Value

2021

A$

ACN-USAccenture2,760 1,083,742

AENA-ESAena4,993 1,090,771

9988-HKAlibaba45,556 1,718,828

GOOGL-USAlphabet642 2,088,086

AMZN-USAmazon349 1,599,223

AAPL-USApple4,788 873,475

CMG-USChipotle714 1,474,453

CTAS-USCintas1,994 1,014,587

COST-USCostco1,589 837,705

CCI-USCrown Castle4,226 1,098,211

EL-USEstée Lauder2,046 866,849

FB-USFacebook3,553 1,645,572

FERG-GBFerguson6,357 1,175,600

FTNT-USFortinet4,102 1,301,442

HCA-USHCA Healthcare5,511 1,517,619

HD-USHome Depot2,757 1,171,063

ICE-USIntercontinental7,772 1,228,831

OR-FRL’Oréal790 468,960

MC-FRLVMH Moët1,240 1,295,304

MAR-USMarriott6,266 1,139,409

MA-USMastercard1,421 691,032

MCD-USMcDonald’s4,188 1,288,564

MSFT-USMicrosoft7,066 2,549,695

NESN-CHNestlé9,176 1,523,491

NFLX-USNetflix2,257 1,587,980

NEE-USNextera5,861 572,092

NKE-USNike7,784 1,601,792

NOVOB-DKNovo Nordisk8,634 963,641

PYPL-USPaypal3,116 1,209,787

25Australian Foundation Investment Company Limited Annual Review 2021

Holdings of International Securities
At 30 June 2021 continued

Code

Ordinary Shares, Trust

Units or Stapled Securities

Number

Held

2021

Market

Value

2021

A$

PEP-USPepsiCo5,323 1,050,547

ROG-CHRoche2,790 1,401,333

SPGI-USS&P Global2,558 1,398,510

SU-FRSchneider5,527 1,158,349

SOON-CHSonova1,814 909,667

SBUX-USStarbucks8,598 1,280,500

669-HKTechtronic31,777 739,133

TMO-USThermo Fisher1,684 1,131,564

ULVR-GBUnilever10,047 782,159

V-USVisa3,461 1,077,928

Total47,607,493

26Australian Foundation Investment Company Limited Annual Review 2021

Acquisitions
Cost

($’000)

PEXA Group50,000

Endeavour Group (demerger from Woolworths Group)39,713

FINEOS Corporation (includes participation in placement at $4.26 per share)30,981

ASX28,444

Woolworths Group28,184

Domino’s Pizza Enterprises24,743

Temple & Webster24,547

Nanosonics21,520

Disposals

Proceeds

($’000)

Qube Holdings41,399

South32

#

35,848

National Australia Bank (because of the exercise of call options)35,413

Alumina

#

34,778

Brickworks

#

32,698

Brambles28,973

Oil Search26,537

# Complete disposal from the portfolio.

New Companies Added to the Portfolio

PEXA Group

Endeavour Group

FINEOS Corporation

Domino’s Pizza Enterprises

Temple & Webster

Nanosonics

IDP Education

Major Transactions in the

Investment Portfolio

27Australian Foundation Investment Company Limited Annual Review 2021

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

Mark Freeman, Managing Director

Rebecca Dee-Bradbury

Craig M Drummond

Julie A Fahey

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

28Australian Foundation Investment Company Limited Annual Review 2021

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 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

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 Tuesday 5 October 2021

Venue Clarendon Auditorium

Melbourne Convention

and Exhibition Centre (MCEC)

Location 2 Clarendon Street Southbank

Victoria Australia 3006

Subject to any change in the Government restrictions for public gatherings, the

AGM will be a hybrid meeting with a physical meeting and access via an online

platform. Further details are provided in the Notice of Annual General Meeting.

Our intention is to hold shareholder meetings in each of the state capital cities

(other than Hobart) during October 2021 after the AGM. Given the uncertainty

because of COVID-19, shareholders will be notified separately of date and venue

if these meetings can safely proceed.

Shareholder Information

29Australian Foundation Investment Company Limited Annual Review 2021

Design: MDM Investorcom
Printed on environmentally friendly paper

Notice of Annual
General Meeting

2021

The Annual General Meeting of Australian Foundation

Investment Company Limited, ABN: 56 004 147 120

(‘the Company’) will be held at 10.00am (AEDT)

on Tuesday 5 October 2021

2Australian Foundation Investment Company Limited
Dear Shareholder,

On behalf of the Board of Australian Foundation Investment Company Limited (AFIC) I confirm that AFIC’s 93rd Annual

General Meeting (AGM) will be held on Tuesday 5 October 2021 commencing at 10.00am (AEDT). Attached is our

Notice of Meeting that sets out the business of the AGM.

Given the continued uncertainty surrounding the COVID-19 pandemic, this year our AGM will be a hybrid one and

will take place at the Clarendon Auditorium, Melbourne Convention and Exhibition Centre (MCEC),

2 Clarendon Street, Southbank, Victoria, Australia and via an online platform.

We are closely monitoring developments in relation to the COVID-19 virus in Australia and we are following guidance

from the Federal and State Governments. While shareholders maybe able to attend in person, circumstances relating to

COVID-19 can change rapidly and shareholders are encouraged to participate online. Further information regarding the

conditions of entry and the COVID-19 safety measures that apply to the meeting are set out on page 11. Should either

Federal or State Government guidance provide that a physical meeting is inadvisable or not able to be held, we will revert

to a virtual only AGM format and advise shareholders prior to 5 October 2021 via the Company’s website at afi.com.au

and the ASX announcement platform.


We received positive feedback on the accessibility provided by last year’s fully online AGM and this also provides

flexibility in the event of further restrictions. You will find details of the hybrid meeting format in the attached Notice

of Meeting, together with various methods for you to vote, ask questions and otherwise participate in the meeting.

We look forward to your attendance either in person or virtually.

Yours sincerely

John Paterson

Chairman

30 August 2021

3Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
The Annual General Meeting of Australian Foundation Investment Company Limited, ABN: 56 004 147 120 (‘the Company’) will

be held at 10.00am (AEDT) on Tuesday 5 October 2021 and will take place physically at the Clarendon Auditorium, Melbourne

Convention and Exhibition Centre (MCEC), 2 Clarendon Street, Southbank, Victoria, Australia and via an online platform

at web.lumiagm.com using code: 336-635-717.

Shareholders are requested to participate in the AGM in person, 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. Shareholders should refer to page 11

for the possible impact of COVID-19 restrictions on the ability to attend the AGM in person.

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 Sunday 3 October 2021.

1. Financial Statements and Reports

To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2021.

(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 2021 be adopted.”

(Please note that the vote on this item is advisory only)

3. to 5. Election and Re-election of Directors

To consider and, if thought fit, to pass the following resolutions (as ordinary resolutions):

3. “That Craig Drummond, a Director appointed to the Board since the last Annual General Meeting and retiring from office

in accordance with Rule 45 of the Constitution, being eligible is elected as a Director of the Company.”

4. “That Julie Fahey, a Director appointed to the Board since the last Annual General Meeting and retiring from office in accordance

with Rule 45 of the Constitution, being eligible is elected as a Director of the Company.”

5. “That Graeme Liebelt, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected

as a Director of the Company.”

6. Renewal of Proportional Takeover Provisions in the Constitution

To consider and, if thought fit, pass the following resolution (as a special resolution):

“That, pursuant to Sections 136(2) and 648G of the Corporations Act 2001 (Cth), the proportional takeover provisions in Rules 79 and 80

of the Company’s constitution are renewed for a period of three years from the date of this meeting”.

By Order of the Board


Matthew Rowe

Company Secretary

30 August 2021

BUSINESS OF THE MEETING

4Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
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 Sunday 3 October

2021.

Where permitted, the Chairman of the

meeting intends to vote undirected

proxies in favour of all items of

business.

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 2021. 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

2021 Annual Report can view or

download it from the Company’s

website at:

afi.com.au/our-company#

Companyreports

2. Adoption of

Remuneration Report

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

2021 Annual Report.

As prescribed by the Corporations Act

2001, 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 and includes

Directors, 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.

EXPLANATORY NOTES

5Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
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.

The Chairman intends to exercise

such proxies by voting them in favour

of the adoption of the Remuneration

Report.

The Board recommends that

shareholders vote in favour of

adopting the Remuneration Report.

3. to 5. Election and

Re-election of Directors

Board recommendation and

undirected proxies: The Board

recommends (with the exception

of each Director in relation to their

own election or 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.

Mr Craig Drummond and Ms Julie Fahey

were appointed to the Board on 1 July

2021 and 22 April 2021 respectively

and so are required to seek election by

shareholders at this AGM. Mr Graeme

Liebelt was re-elected as a Director

by shareholders at the 2018 AGM. As

such he is required to seek re-election

by shareholders at this AGM. Their

biographical details are set out below:

Craig Drummond

BCom (Melb), SF FIN, CFA.

Independent Non-Executive Director

Mr Drummond was appointed to the

Board in July 2021. He was Chief

Executive Officer of Medibank Private

Limited from 2016 to 2021. He has had

over 30 years’ experience in the financial

sector – Group Executive Finance and

Strategy at NAB from 2013 to 2016;

Bank of America Merrill Lynch as Chief

Executive Officer and Country Head from

2009 to 2013, Goldman Sachs JBWere

(1986 to 2009), in various roles (including

being a leading investment analyst and

subsequently Director of Research and

Investment Strategy) culminating in being

appointed Chief Executive Officer.

Craig is a Senior Fellow of the Financial

Services Institute of Australasia and is

a Chartered Accountant. Craig is also a

Non-Executive Director of Transurban and

is President of the Geelong Football Club.

He is also a Governor of the Ian Potter

Foundation.

Julie Fahey

BAS. Independent Non-Executive

Director

Ms Fahey was appointed to the Board

in April 2021. She has over 30 years of

experience in technology, including in

major organisations such as Western

Mining, Exxon, Roy Morgan, General

Motors and SAP, covering consulting,

software vendor and Chief Information

Officer roles. In addition to her industry

experience, Julie spent 10 years at KPMG

as a partner with the firm, during which

time she held roles as National Lead

Partner Telecommunications, Media and

Technology, and National Managing

Partner – Markets. Julie was also a

member of the KPMG National Executive

Committee.

Julie is a Non-Executive Director of Seek

Limited, IRESS Limited, Vocus Group

Limited, Datacom Group Limited, CenITex

and a member of the Australian Red

Cross Blood Service Board and the

La Trobe University Council.

Graeme R Liebelt

B Ec (Hons), FAICD FTSE.

Independent Non-Executive Director.

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.

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 2021
6. Renewal of Proportional

Takeover Provisions in

the Constitution

Board recommendation and

undirected proxies: The Board

recommends that shareholders vote

in FAVOUR of Item 6. The Chairman

of the meeting intends to vote

undirected proxies in FAVOUR

of Item 6.

Background

The Corporations Act 2001 (Cth)

permits a company to include rules in its

Constitution which enable the company

to refuse to register a transfer of shares

resulting from a proportional takeover bid

unless shareholders in the bid class in a

meeting approve the takeover bid.

It is a requirement of the Corporations Act

that such proportional takeover approval

provisions in a company’s constitution

apply for a maximum period of three

years, unless earlier renewed. In the

case of the Company, such proportional

takeover approval provisions (existing

Rules 79 and 80 of the Company’s

constitution) were approved by

shareholders at the 2018 AGM and

will expire on 9 October 2021.

The Directors consider that it is in the

best interests of shareholders to renew

these provisions in their existing form.

Accordingly, a special resolution is being

put to shareholders under Section 648G

of the Corporations Act to renew Rules 79

and 80 of the Company’s constitution.

If approved by shareholders at the

meeting, Rules 79 and 80 will operate for

three years from the date of the meeting

(that is, until 5 October 2024) unless

renewed earlier.

Proportional Takeover Bids

A proportional takeover bid involves the

bidder offering to buy a proportion only

of each shareholder’s shares in the

target company.

This means that control of the target

company may pass without members

having the chance to sell all their

shares to the bidder. It also means the

bidder may acquire control of the target

company without paying an adequate

premium for gaining control.

To address this possibility, a company

may provide in its Constitution that, in

the event of a proportional takeover bid

being made for shares in the company,

the directors must convene a meeting

of shareholders to vote on a resolution

to approve that bid.

A meeting convened under the

proportional takeover approval provisions

is treated as a general meeting of the

company and the majority decision of

the company’s members will be binding

on all individual members.

Effect of Proposed Proportional

Takeover Approval Provisions

Where a proportional takeover bid is

made, the Directors must convene a

meeting of shareholders to vote on a

resolution to approve the proportional

bid before the 14th day prior to the

closing of the bid period.

The vote is decided on a simple majority.

Each person who, as at the end of the

day on which the first offer under the

takeover bid was made, held bid class

shares is entitled to vote. Neither the

bidder nor its associates are entitled

to vote on the resolution.

If a meeting is not held, Section 648E of

the Corporations Act deems a resolution

approving the proportional bid to have

been passed thereby allowing the

proportional bid to proceed. Further, the

Directors will contravene the Act if they fail

to ensure a resolution to approve the bid

is voted on.

If the resolution is rejected, the

registration of any transfer of shares

resulting from that proportional takeover

bid will be prohibited and the bid will be

deemed to be withdrawn. If the resolution

is passed or deemed to have been

passed, the transfer of shares resulting

from acceptance of an offer under that

bid will be permitted and the transfer of

shares will be registered provided they

comply with the other provisions of the

Constitution.

Rules 79 and 80 will not apply to full

takeover bids.

Reason For Proposing

the Resolution

The Directors consider that the renewal

of Rules 79 and 80 is in the best interests

of all shareholders of the Company. In the

Directors’ view, shareholders should have

the opportunity to vote on a proposed

proportional takeover bid.

In the absence of Rules 79 and 80 (as

renewed), a proportional takeover bid

for the Company may enable effective

control of the Company to be acquired

by a party who has not offered to acquire

100 per cent of the Company’s shares

(and, therefore, has not offered to pay

a ‘control premium’ that reflects

100 per cent ownership).

EXPLANATORY NOTES

continued

7Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
As a result, if a proportional takeover

bid for the Company is made:

• shareholders may not have the

opportunity to dispose of all their

shares; and

• shareholders risk being locked into a

minority position in the Company or

suffering loss following such a change

of control if the bid causes a decrease

in the market value of shares.

If Rules 79 and 80 are renewed, the Board

considers that this risk will be minimised

by enabling shareholders to decide

whether or not a proportional takeover

bid should be allowed to proceed.

Present Acquisition Proposals

As at the date of this notice, the Directors

are not aware of any proposal by any

person to acquire, or increase the extent

of, a substantial interest in the Company.

Review of Proportional Takeover

Approval Provisions

The Corporations Act requires

these explanatory notes to discuss

retrospectively the potential advantages

and disadvantages of the proportional

takeover approval provisions for both

Directors and shareholders.

While the proportional takeover approval

provisions have been in effect, there have

been no takeover bids for the Company

– either proportional or otherwise. So

there are no actual examples against

which to review the advantages and

disadvantages of the existing proportional

takeover approval provisions for the

Directors and shareholders of the

Company. The Directors are not aware

of any potential takeover bid which was

discouraged by Rules 79 and 80.

In addition to looking at the provisions

retrospectively, the Corporations Act

also requires these explanatory notes to

discuss the potential future advantages

and disadvantages of the proposed

proportional takeover approval provisions

for both Directors and shareholders.

The Directors consider that there are

no advantages or disadvantages for

the Directors in renewing the proposed

proportional takeover approval provisions.

In particular, there is no restriction on

their ability to make a recommendation

on whether a proportional takeover bid

should be accepted.

For shareholders, the potential advantage

of renewing the proportional takeover

approval provisions is that they provide

shareholders with the opportunity to

consider, discuss in a meeting called

specifically for the purpose, and vote

on whether a proportional takeover bid

should be approved. This ensures that

shareholders have an opportunity to have

a say in the future ownership and control

of the Company. The Directors believe

that this would encourage any future

proportional bids to be structured so as to

be attractive to a majority of shareholders.

It may also discourage the making of a

proportional takeover bid that might be

considered opportunistic. Finally, knowing

the view of a majority of the shareholders

may help each individual shareholder

to assess the likely outcome of the

proportional takeover bid and decide

whether or not to accept an offer under

the bid.

A potential disadvantage for shareholders

arising from renewing the proportional

takeover approval provisions is that they

may discourage proportional takeover

bids being made and may reduce any

speculative element in the market price

of the Company’s shares arising from

the possibility of a proportional bid being

made. As a result, shareholders may

not have the opportunity to dispose of

a portion of their shares at an attractive

price where the majority rejects an

offer from a party seeking control

of the Company.

The Directors consider that the potential

advantages for shareholders of the

proposed proportional takeover approval

provisions outweigh the potential

disadvantages.

Shareholder Approval

To pass as a special resolution, this

item of business requires the support

of 75 per cent or more of the votes cast

on the resolution.

8Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
SHAREHOLDER INFORMATION

Shareholders and Proxyholders have three options for participating at the AGM:

In person

Online via the ‘Lumi Online Platform’ (access via web.lumiagm.com and meeting ID: 336-635-717)

Via telephone (listen only)

In Person

The AGM will be held at the Auditorium, Melbourne Convention and Exhibition Centre (MCEC), 2 Clarendon Street,

Southbank, Victoria, Australia.

Shareholders are currently expected to be able to physically attend the meeting whilst following COVID safe practices at the meeting.

Shareholders are encouraged to allow additional time for these COVID safe practices. While shareholder can attend in person,

circumstances relating to COVID-19 can change rapidly and shareholders are encouraged to participate online. The Company will

continue to monitor Federal and State Government restrictions on public gatherings and should either Federal or State Government

guidance provide that a physical meeting is inadvisable or not able to be held, we will revert to a virtual only AGM format and

advise shareholders prior to 5 October 2021 via the Company’s website at afi.com.au and the ASX announcement platform.

Further information regarding COVID-19 safety measures are set out on page 11.

Yarra River

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Car Park

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Loading Dock

Entry/Exit

Loading Dock

Entry

Loading

Dock Exit

Wright Walk

Dukes Walk

Orrs Walk

Rona Walk

Orrs Walk

DFO Homemaker

Pan Pacific Hotel

South Wharf Promenade

Polly Woodside

DFO

Wilson Parking

South Wharf

Novotel

Hotel

Link to

Novotel Hotel

Normanby Road

Wurundjeri Way

Convention Centre Place

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Plenary Balcony

Plenary

3

Plenary

2

Plenary

1

Stage

101

102

103

104

105

106

107

108

109

110

111

112

SP101

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Stair 1

Stair 2

Stair 3

Door 16

Door 15

Door 14

Door 13

Door 12

Door 11

Kiosk D

Link to

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Hotel

H6

H7

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Door 20

Door 21

VIP Suites

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Terrace

Sovereign

Room

MCEC

Level One

Convention Centre

Place Entrance

Clarendon Street

Entrance

Enter Here

Convention Centre

Exhibition Centre

Doors 11–21

Exhibition Centre

Doors 1–10

MEC Basement Car Park

Parking

P

Ride Share

RS

Bike Route

Bike Parking

Tram Line

Taxis

Buses/Skybus

Polly Woodside

Boardroom

Business Centre

O1

Organiser Office

H1

Hospitality Suites

SP1

Speaker Prep Room

Showers

First Aid

Prayer Room

Accessible Toilet

Male Toilet

Female Toilet

Parents Room

Cafe

Cloak Room

Cutomer Service

Kiosk

Security

Escalator

Lifts

Stairs

Entry/Exit

Transfer Points

Clarendon

Auditorium

Clarendon Auditorium

Directional Map

9Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
Via the Online Platform

Please use the following link

web.lumiagm.com using code:

336-635-717.

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. Proxy holders will need to

phone the Computershare call centre

one hour before the meeting to obtain

their login details.

A detailed guide on how to participate

virtually is set out in the Online Meeting

Guide on our website afi.com.au. 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.

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: 9288523

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

9288523, followed by the pound

or # key and leave any information

requested after the tone. You will be

joined automatically to the conference.

International dial-in numbers will be

available via the Company’s website.

Shareholders and proxyholders will be

able to listen into the presentation and

discussion via telephone. There will not

be a facility to ask questions via the

telephone.

Voting Options For the AGM

• Voting in person at the meeting

• Direct voting via the online AGM

platform during the AGM

• Appointing a proxy

All Resolutions Will Be

Conducted By Poll

As some shareholders may participate

virtually in the Meeting 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.

Direct Voting Via Online

AGM Platform – During

the AGM

In accordance 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 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 available on our website

afi.com.au.

10Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
Proxies

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 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.

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

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 Sunday 3 October 2021. 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;

• the appointed proxy is not the

Chairman of the meeting;

• 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 21 September

2021. 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. Please note,

only shareholders may ask questions

online. More information regarding asking

questions during the AGM is detailed in

the Online Meeting Guide available on

our website afi.com.au.

SHAREHOLDER INFORMATION

continued

11Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2021
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)

Internet

investorcentre.com/contact

COVID-19 Safety

In attending the meeting, please:

1. Play Your Part to Keep Our

Community Safe:

• Stay at home if you are feeling unwell

• Adhere to physical distancing

measures

• Practice good personal hygiene,

wash your hands often

• Follow appropriate cough and

sneeze etiquette

• Download the COVIDSafe app

2. Register Your Attendance

Visitor contact details (inclusive of contact

name and phone number) must be

collected as part of the AGM registration

process and for contact tracing purposes.

This is in accordance with Victorian

Government guidelines to assist with

rapid contact tracing in the event of a

confirmed COVID-19 case. This can be

done via the Services Victoria app by

scanning the QR code on your smart

device on arrival, or by providing you

details to the Share Registry staff when

registering your attendance at the AGM.

3. Temperature Checks

To ensure the safety of anyone who

enters the venue, MCEC has placed

temperature checks at each building entry

point. Anyone attending the AGM will be

screened on arrival prior to being able to

obtain access to the venue. Temperature

checks are conducted by non-invasive

thermal imaging technology allowing

multiple people to be scanned at once

or by a handheld device.

4. Restricted Building Access

MCEC has identified a specific entry

and exit point to help manage physical

distancing and maintain sanitisation

stations and temperature checks. The

following entry and exit point are identified

for building access, however are subject

to change based on event demand.

• Clarendon Street entrance which will

have a dedicated entrance door.

Please note: Contract tracing information

and temperature checks will take

place at the entry point, upon entering

the building. We thank you for your

understanding.

275814_01_V3













































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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Sunday 3 October 2021.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the

meeting you will need to provide the appropriate “Appointment of Corporate

Representative”. A form may be obtained from Computershare or online at

www.investorcentre.com under the help tab, “Printable Forms”.

XX













651+,1,

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AFI

056$06$03/(

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*S00000112Q01*

275814_01_V3
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

at Clarendon Auditorium, Melbourne Convention and Exhibition Centre (MCEC), 2 Clarendon Street, Southbank Victoria

and via an online platform at 10.00am (AEDT) on Tuesday 5 October 2021

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 each item of business, 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.

AFI275814A

For

Against

Abstain

Item 2Adoption of Remuneration Report

Item 3Election of Director - Mr Craig Drummond

Item 4Election of Director - Ms Julie Fahey

Item 5Re-election of Director - Mr Graeme R Liebelt

Item 6Renewal of Proportional Takeover Provisions in the Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law. In exceptional

circumstances, the Chairman of the Meeting my change his/her voting intention on any resolution, in which case an ASX announcement will be

made.

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

275814_04_V2

The Annual General Meeting (AGM) of Australian Foundation Investment Company Limited will be held at Clarendon Auditorium,

Melbourne Convention and Exhibition Centre (MCEC), 2 Clarendon Street, Southbank Victoria and via an online platform at

10.00am (AEDT) on Tuesday 5 October 2021. 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 Tuesday 21 September 2021.

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

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.