club plus superannuation pty l to a.b.n. 26 … 6 7 8-12 13 14 . page 1 club plus superannuation pty...

CLUB PLUS SUPERANNUATION PTY L TO

A.B.N. 26 003 217 990

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017

Directors• Report

CLUB PLUS SUPERANNUATION PTY LTD TABLE OF CONTENTS


Auditor's Independence Declaration

Income Statement

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Directors' Declaration

Auditor's Report

Page

1 - 2

3

4

5

6

7

8-12

13

14

CLUB PLUS SUPERANNUATION PTY LTD DIRECTORS' REPORT


The Directors present their report together with the financial statements of Club Plus Superannuation Pty Limited (the "Company") for the year ended 30 June 2017 and the Auditor's Report thereon.

DIRECTORS

The Directors of the Company in office during the year or on the day this report is made out are:

Employer Representatives

Janet Torney (Deputy Chairman) Richard Tait (ceased 15 December 2016) Wayne Krelle Dominique Hogan-Doran Philip Howard (appointed 16 January 2017)

Member Representatives

Tara Moriarty (Chairman) John Hawker Peter Bentley Steven Whan

The Company Secretary is Lindy Hunt, and Paul Cahill ceased to be the Company Secretary on 3 November 2016. Stefan Strano was appointed as 'Acting Chief Executive Officer' on 20 January 2017 and appointed as Chief Executive Officer 12 July 2017.

PRINCIPAL ACTIVITIES

The Company acts as trustee to the Club Plus Superannuation Scheme ("Club Plus"), a regulated superannuation entity. The only transactions for the year were between the Company and Club Plus. The Company is the holder of an RSE Licence issued by the Australian Prudential Regulation Authority to act as trustee of Club Plus.

RESULT, REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS

The Company incurred expenses for reimbursements of Directors' out of pocket costs such as training and travel costs to attend Board and Committee meetings and also incurred trustee liability insurance for the year ended 30 June 2017. The Company charges a trustee management fee to Club Plus to offset the expenditure. All other costs relating to the Company's activities during the year were paid and borne by Club Plus.

DIVIDENDS

No dividends have been paid or declared since the commencement of the year and the Directors do not recommend the declaration of a dividend.

STATE OF AFFAIRS

In the opinion of the Directors there were no significant changes in the state of affairs of the Company that occurred during the financial year under review not otherwise disclosed in this report or the financial statements.

EVENTS SUBSEQUENT TO BALANCE DATE

Since 30 June 2017 there have been no matters or circumstances which have arisen that have significantly affected or may significantly affect the financial position or operating results of the Company.

DIRECTORS' BENEFITS

Page 2

CLUB PLUS SUPERANNUATION PTY LTD DIRECTORS' REPORT (Continued)


Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest).

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

In accordance with the Company's Articles of Association, every director, associate director, agent, auditor and secretary and other officer for the time being of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he/she may sustain or incur in or about the execution of his/her office or otherwise in relation thereof.

Club Plus paid a premium of $85,467 (2016: $79,531) in respect of trustee indemnity insurance on behalf of the Directors in their capacity as Directors of the Trustee of Club Plus. The insurance is in respect of liability for damages and legal costs arising from claims made by reason of any omission or acts (other than dishonesty) by the Directors.

ENVIRONMENTAL REGULATION

The Company's operations are not subject to any significant extent in respect of environmental regulations under the Commonwealth or State legislation.

AUDITOR'S INDEPENDENCE DECLARATION

The Auditor's Independence Declaration is included on page 3.

Signed in accordance with a resolution of the Directors made pursuant to Section 31 0(2) of the Corporations Act 2001.

On behalf of the Directors

Director

Dated at Sydney this 28 day of September 2017.

EY Building a better working world

Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel : +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

Auditor's Independence Declaration to the Directors of Club Plus Superannuation Pty Limited

As lead auditor for the audit of Club Plus Superannuation Pty Limited for the financial year ended 30 June 2017, I declare to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b) no contraventions of any applicable code of professional conduct in relation to the audit.

~~~ J 1o.,~ . Ernst & Young ./

/( Graeme McKenzie Partner 28 September 2017

A member firm of Ernst & Younq Global Limited Liability limited by a scheme approved under Professional Standards Legislation

REVENUE Bank Interest Management Fee Revenue

Total Revenue

EXPENSES Operating Expenses

Page4

CLUB PLUS SUPERANNUATION PTY LTO INCOME STATEMENT


NOTE

7

Profit as a Result of Operations Before Income Tax

Income Tax Expense

Profit as a Result of Operations After Income Tax

30-Jun-17 $

725 785,156

785,881

785,881

This linancial statement should be read in conjunction with the accompanying notes on pages 8 to 12.

30-Jun-16 $

253 702,859

703,112

703,112

CLUB PLUS SUPERANNUATION PTY LTD STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2017

NOTE 30-Jun-17 30-Jun-16 $ $

Assets Cash 8 196,157 9,679 Receivables 9 26,607

Total Assets 196,157 36,286

Liabilities Payables 10 196,155 36,284

Total Liabilities 196,155 36,284

Net Assets 2 2

Represented by: Equity

Contributed equity 11 2 2

Total Equity 2 2

This financial statement should be read in conjunction with the accompanying notes on pages 8 to 12.

CLUB PLUS SUPERANNUATION PTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2017

NOTE

Total equity at the beginning of the financial year 11

Profit for the year

Total Equity at the End of the Financial Year 11

30-Jun-17 $


2

2

30-Jun-16 $

2

2

Page?

CLUB PLUS SUPERANNUATION PTY LTD STATEMENT OF CASH FLOWS


NOTE

Cash Flows Related to Operating Activities

Cash Inflows Interest Management Fee Revenue

Cash Outflows Operating Expenses

Net Cash Flows from Operating Activities

Net Increase/ (Decrease) In Cash Held

Cash at the Beginning of the Period

Cash at the End of the Period 8

30-Jun-17 $

725 785,156

(599,403)

186,478

186,478

9,679

196,157


30-Jun-16 $

253 702,859

(705,265)

(2,153)

(2,153)

11,832

9,679

CLUB PLUS SUPERANNUATION PTY LTD NOTES TO THE FINANCIAL STATEMENTS


Note 1. Corporate Information

The Company is a company limited by shares that is incorporated and domiciled in Australia. The registered office of Club Plus Superannuation Pty Limited is located at:

Level 11, 66 Hunter Street Sydney NSW 2000.

The Company acts solely as trustee for the Club Plus Superannuation Scheme ("Club Plus") and the accounting policies reflect the fiduciary nature of the Company's responsibility for the assets and liabilities of Club Plus.

These general purpose financial statements were authorised for issue by the Directors on 28 September 2017 and are presented in Australian dollars.

Note 2. Summary of Significant Accounting Policies

(a) Statement of Compliance and Basis of Preparation

The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Australian equivalents to International Financial Reporting Standards ("AI FRS") and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial statements have been prepared on an accruals basis and are based on historical costs and do not take into account changing money values or, except where stated current valuations of non-current assets.

New and amended accounting standards and Interpretations

There were no new accounting standards or interpretations issued by the Australian Accounting Standards Board that had a material impact on the amounts recognised in the financial statements or related disclosures.

Accounting Standards issued, but not yet effective AASB 9: Financial Instruments contains new requirements for classification, measurement and de-recognition of financial assets and liabilities, replacing the recognition and measurement requirements in AASB139. The application date of this Standard for Club Plus is 1 July 2018. At 30 June 2017 Club Plus continues to evaluate the recognition and disclosure requirements of this Standard but does not anticipate it will have a material financial impact on the carrying value of its investments.

AASB 15 Revenue Recognition: This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer-so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise transitional adjustments in retained earnings on the date of initial application (eg 1 July 2018), without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the initial application.

(b) Profit for the Year

The Company's income is as a result of the charging of a trustee management fee to Club Plus. As this has a direct correlation to the expenses incurred in relation to directors' fees and associated costs, there is $nil profit for the year ended 30 June 2017 (2016 $nil).

(c) Cash and Cash Equivalents

Cash and short-term deposits in the statement of financial position and for the purposes of the cash flow statement comprise cash at bank and on hand.

{d) Receivables and Other Payables

Receivables and other payables are carried at nominal amounts which approximate net market value.

Other payables are recognised for amounts to be paid in the future for goods and services received prior to the end of the financial year, whether or not billed to the economic entity.



Note 2. Summary of Significant Accounting Policies (Continued)

(e) Con1rlbu1ed Equi1y

Ordinary shares are classified as equity.

{f) Revenue Recognition

Revenue is recognised in the income statement when the Company controls the right to be compensated for services rendered, the amount of revenue can be reliably measured and it is probable that the economic benefits will flow to the Company.

(g) Expense Recognl11on

Expenses are recognised in the income statement when a decrease in future economic benefits related to a decrease in an asset or an increase of a liability has arisen that can be measured reliably.

(h) Income Tax

Tax effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences.

Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial purposes.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilised.

(I) Goods and Services Tax (GST)

Revenues, expenses and assets, with the exception of receivables and payables, are recognised net of the amount of GST to the extent that the GST is recoverable from the Australian Taxation Office. Where GST is not recoverable, it is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated inclusive of GST.

Note 3. Liabilities as a trustee

Page 10



The Company acts solely as a Trustee for Club Plus and is liable for the debts of Club Plus. The Company is entitled to be indemnified from the assets of Club Plus to satisfy these liabilities. The Directors have assessed the recoverable amounts of the underlying assets of Club Plus and concluded that the assets of Club Plus match its liabilities.

Details of assets and liabilities of Club Plus as at 30 June 2017 are as follows:

Total Assets

Liabilities other than accrued member benefits

Accrued member benefits

Total liabilities including accrued member benefits

Note 4. Auditor's Remuneration

3o-Jun-17 $

2,771,416,333

274,427,632

2,469,424,198

2,743,851,830

3o-Jun-16 $

2,450,655,972

233,723,047

2,206,824,280

2,440,547,327

The Company's Auditor is Ernst & Young. Fees for the audit of the financial statements and the Company's Australian Financial Services Licence of $4,070 (2016: 4,015) are paid directly by Club Plus.

Note 5. Related Party Disclosures Including Key Management Personnel

(a) Trustee The Company is regarded as fulfilling the role of the key management personnel of Club Plus. The Directors of the Company are regarded as the key management personnel of the Company.

(b) Directors The names of each person holding the position of Director of Club Plus Superannuation Pty Limited during the year are:

Employer Representatives

Janet Torney (Deputy Chairman) Richard Tail (ceased 15 December 2016) Wayne Krelle Dominique Hogan-Doran Philip Howard (appointed 16 January 2017)

Member Representatives

Tara Moriarty (Chairman) John Hawker Peter Bentley Steven Whan

On 25 November 2016, Tara Moriarty was appointed as Chairman and Janet Torney as Deputy Chairman to take effect from 15 December 2016.

The other members of Key Management Personnel are:

Paul Cahill - Chief Executive Officer (ceased 20 January 2017) Stefan Strano was appointed as Acting Chief Executive Officer on 20 January 2017 and appointed as Chief Executive Officer 12 July 2017. Lindy Hunt - Head of Legal, Audit, Risk & Compliance Tracey McDonald - Head of Service & Advice Gemma Dooley- Head of Investments

The compensation paid to the Directors and key management personnel from Club Plus in respect of the pertormance of their duties as key management personnel of the Company, which acts solely as Trustee of Club Plus is comprised of:

3o-Jun-17 $ 1,737,625

60,025 61,716

3o-Jun-16 $

Short-term benefits Long-term - employee benefits Long-term - directors superannuation

(c) Related Party Transactions The following related party transactions occurred during the 2017 financial year.

1,859,366

1,309,271 43,353 51,380

1,404,004

(i) Trustee Management Fees to the value of $785,156 (2016: $702,859) were charged to Club Plus Superannuation Scheme. (ii) There is currently a Receivable from Club Plus for $0 as at 30 June 2017 (2016: $26,607).

Note 6. Contingent Liabilities

Page 11



A contingent liability exists relative to any future claims, which may be made against the Company arising from trusteeship dealings. However, for the years ended 30 June 2017 and 2016, we do not believe that there are any contingent liabilities.

Note 7. Operating Expenses Directors' Fees Directors' Superannuation Other Payroll Related Costs Training and Travel Costs Training Trustee Liability Insurance Bank Charges

NoteS. Cash

(a) Reconciliation of Cash

30-Jun-17 $

655,646 61,716

6,165 2,078

60,244 32

785,881

30-Jun-16 $

549,998 51,380 32,608 14,265

54,808 53

703,112

For the purposes of the statement of cash flows, cash includes cash on hand and at bank. Cash at the end of the year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

Cash at bank

(b) Reconciliation of net operating cash flows with operating profit after income tax expense

Profit after income tax

Change in assets and liabilities

Decrease/ (Increase) in Receivables Increase in Payables

Net Cash Flows from Operating Activities

Note 9. Receivables Receivable from Related Entity

Note 10. Payables Payable to Related Entity Group Tax Payable Net GST Payable

196,157

26,607 159,871

186,478

161,937 14,864 19,354

196,155

9,679

(11 ,242) 9,089

(2, 153)

26,607

26,607

17,161 19,123

36,284

Note 11. Contributed Equity

Issued and paid up capital

2 ordinary shares each fully paid (2016: 2)

Page 12

CLUB PLUS SUPERANNUATION PTY L TO NOTES TO THE FINANCIAL STATEMENTS


3Q.Jun-17 $

2

3o-Jun-16 $

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Note 12. Financial Instruments

The Company has no significant exposure to derivative financial instruments, credit risk, interest rate risk or currency risk. The net fair value of cash and cash equivalents approximates its carrying value.

(a) Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As the Company only has transactions between itself and Club Plus, current credit exposures are limited to the outstanding contributed equity as per note 11.

(b) Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. As the Company only has transactions between itself and Club Plus, market risk is limited to the outstanding contributed equity as per note 11.

Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates.

Only the Company's holdings of cash and equivalents are subject to interest rate risk. As a result the Company is subject to limited direct exposure to interest rate fluctuations in prevailing levels of market interest rates.

Currently, cash is held with Westpac Bank which has an Aa2 rating as reported by Moody's. The rating of Westpac Bank is reviewed by the Investment Committee regularly. Any changes in banking arrangements requires the approval of the Trustee Board.

2

CLUB PLUS SUPERANNUATION PTY LTD DIRECTORS' DECLARATION


In the opinion of the Directors of Club Plus Superannuation Pty Ltd:

(a) The financial statements and notes set out on pages 4 to 12:

(i) give a true and fair view of the financial position of the Company as at 30 June 2017 and the performance as represented by the results of its operations and cash flows for the financial year ended on that date; and

(ii) are in accordance with the Corporations Act 2001 and comply with Accounting Standards and The Corporations Regulations, and other mandatory professional reporting requirements; and

(b) at the date of this declaration there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:

Signed at Sydney this 28th day of September 2017.


Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

Independent Auditor's Report to the Members of Club Plus Superannuation Pty Ltd

Opinion

We have audited the financia l report of Club Plus Superannuation Pty Ltd (the "Company"), which comprises the statement of financial position as at 30 June 2017, the income statement, the statement of changes in equ ity and the statement of cash flows for the year then ended, the notes to the financial s tatements, including a summary of significant accounting policies, and the directors ' dec laration.

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

a) giving a true and fair view of the Company's financial position as at 30 June 2017 and of its finan cial performance for the year ended on that date; and

b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical St andards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevan t to our audit of the financia l report in Austra lia. We have also fu lfil led our other ethical responsibilities in accordance with the Code.

We bel ieve that the audit evidence we have obtained is sufficient and appropriate to provide a bas is for our opinion.

Information Other than the Financial Report and Auditor's Report Thereon

The directors are responsible for the other information. The other information is the direc tors' report accompanying the financial report.

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

In connection with our audit of the financia l report, our responsibi l ity is to read the other informat ion and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be material ly misstated.

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

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation


Responsibilities of the Directors for the Financial Report

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

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

Auditor's Responsibilities for the Audit of the Financial Report

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

As part of an audit in accordance with the Australian Audit ing Sta ndards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the fi nancial repo rt, whether due to fraud or error, design and perform audit procedures responsive to t hose risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resu lting f rom error, as fraud may involve col lusion, forgery, intentional omissions, misrepresentations, or the overr ide of internal control.

• Obtain an understanding of internal control rel evant to the audit in order to design audit procedures t hat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

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

• Conc lude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ab ility to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the f inancial report, including the disclosures, and whether the financial report represents the underlying t ransact ions and events in a manner that achieves fair presentation.

A member fi rm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation


We communica te with the directors regarding, among other matters, the planned scope and timing of the audit and sign ificant audit f indings, including any signif icant deficiencies in internal control that we identify during our audit.

&.i J 1o~, . Ernst & Young

/( Graeme McKenzie Partner Sydney

28 September 2017

A member firm of Ernst & Young Global L1mited Liability limited by a scheme approved under Professional Standards Legislation

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