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1 ABN ASX Appendix 4E And Preliminary Final Report for the year ended 30 June 2014 Lodged with the ASX under listing rule 4.3A

2 ABN Appendix 4E: Preliminary final report for the Year Ended 30 June 2014 Current reporting period: 1 July 2013 to 30 June 2014 Previous reporting period: 1 July 2012 to 30 June 2013 Results for announcement to the market % Change 2014 $000 Revenue from ordinary activities % to 59,306 Profit after tax from ordinary activities attributable to members % to 5,778 Net profit for the period attributable to members % to 5,778 Dividends Amount per security Franked amount per security 2014 interim dividend 2.0 cents 2.0 cents 2014 final dividend 2.5 cents 2.5 cents Total dividends per share for the year 4.5 cents 4.5 cents The record date for determining entitlements to the final dividend is 26 August 2014 The payment date of the final dividend is 11 September 2014 Net tangible assets per security Year ended 30 June Net tangible assets per security 3.67 cents (1.16) cents The Appendix 4E and accompanying financial statements have been audited and are not subject to any disputes or qualifications. Additional Appendix 4E disclosure requirements can be found in the 2014 Financial Statements lodged with this document.

3 ABN June 2014 Annual Financial Report

4 ABN and controlled entities Contents of the financial report Directors Report... 2 Corporate Governance Statement Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity Notes to the consolidated financial statements Directors Declaration Auditor s Independence Declaration Independent Audit Report ASX additional information

5 Directors Report 2

6 ABN and controlled entities Directors Report For the year ended 30 June 2014 Your directors present this report, together with the financial statements of the Group, being the company and its controlled entities, for the financial year ended 30 June Information on Directors The directors of the Company at any time during or since the end of the financial year are: Name and qualifications Experience, special responsibilities and other directorships Mr Terry Cuthbertson B.Bus., CA Chairman Mr Michael Boorne Electronics Eng. Dip. Non-Executive Director Mr Andy Fung B.E. MCom Non-Executive Director Mr Rene Sugo B.Eng. (Hon) CEO and Director Mr Cuthbertson is the Chairman and an independent non-executive director; he was previously a partner at KPMG and has extensive corporate finance expertise and knowledge. Mr Cuthbertson is also a Director and Chairman of S2 Net Ltd, Montec International Ltd, Austpac Resources N.L., Malachite Resources Ltd, South American Iron & Steel Ltd, OMI Holding Ltd and Rio Pedero Ltd. He is also a Director of Mint Wireless Ltd. Mr Cuthbertson has been a director since March Mr Boorne is an independent non-executive director; he is a successful entrepreneur with extensive experience in combining technical expertise with commercial and corporate experience; he is the founder of Sprit Modems and Mitron Pty Ltd and was previously a nonexecutive director of Netcomm Ltd. Mr Boorne is the Chairman of the Audit & Risk committee and has been a director since December Mr Fung is a non-executive director; he is a co-founder and was formally Managing Director of My Net Fone since its inception in 2006 until February He has been a director of Symbio Networks Pty Ltd since 2002 and Symbio Wholesale Pty Ltd since Mr Fung has been a director since March Mr Sugo is the CEO and a director; he is a co-founder and was formally Technical Director of My Net Fone since its inception in 2006 until February 2012 when he was made Chief Executive Officer. He has been a director of Symbio Networks Pty Ltd since 2002 and Symbio Wholesale Pty Ltd since Mr Sugo has been a director since March Company Secretary Ms. Catherine Ly B.Bus., CPA. Ms Ly was appointed Company Secretary in July

7 ABN and controlled entities Directors Report For the year ended 30 June 2014 Board and Committee Meetings From 1 July 2013 to 30 June 2014, the Directors held 12 board meetings and 2 audit committee meetings. Each Director s attendance at those meetings is set out in the following table: Directors Eligible to attend Board Attended Eligible to attend Audit Attended Mr. Terry Cuthbertson Mr. Michael Boorne Mr. Andy Fung Mr. Rene Sugo Principal activities and significant changes in nature of activities The principal activity of the MyNetFone Group is providing voice communications, broadband Internet, and cloud based communications services to residential, business, government and wholesale customers in Australia and internationally. In the financial year the MyNetFone Group derived revenue from the sale of the above mentioned communications services. These fees consist of recurring charges for access to facilities and capabilities, as well as consumption charges for variable usage of those facilities. There was also revenue derived from the sale of hardware, equipment and consulting services to support the primary products of the business. The company acquired the assets of PennyTel and Ivoisys in October of These businesses operated a small network with approximately 30,000 VoIP, Internet and mobile customers in the residential and small business segments. The acquired businesses have been restructured and integrated into the principal business. The overall nature of the business has not changed during the financial year. Operating result Net profit after tax (NPAT) for the MyNetFone Group for the financial year ending 30 June 2014 was $5.8 million, an increase of 40% on the previous year NPAT of $4.1 million. Review of operations A review of the operations of the entity during the financial year and the results of those operations are as follows: Increased Revenue, EBITDA and NPAT For the year ended 30 June 2014 the Group delivered gross revenue of $59.3 million and an EBITDA of $9.0 million. The results were achieved mostly through organic growth of existing business units 4

8 ABN and controlled entities Directors Report For the year ended 30 June 2014 including the full year contributions of the three key FY13 acquisitions of CallStream, Connexus and GoTalk Wholesale plus the addition in October 2013 of the business assets of Pennytel and Ivoisys. The gross profit for the year was up 38% to $24.3 million (2013: $17.6 million) which was achieved by revenue growth and reduced cost of goods sold. The Net Profit after tax (NPAT) for the year was $5.8 million (2013: $4.1 million) with Earnings per Share (EPS) climbing 33% to 9.26 cents per share. Year ended 30 June 2014 Year ended 30 June 2013 % change Revenue $59.306m $46.209m +28% Gross profit $24.259m $17.620m +38% EBITDA $9.034m $6.106m +48% NPAT $5.778m $4.141m +40% EPS 9.26 cents 6.98 cents +33% Net cash flow The closing cash balance as at 30 June 2014 was $7.4 million (2013: $4.8 million). During the year the Group generated an operating cash flow of $8.6 million, a 42% increase on the prior year operating cash flow of $6.0 million. Business outlook: The business is in a solid position with strong prospects for further growth in the coming year. a. Government business The company has adopted a long term strategy to pursue Government business as VoIP technology increases its foothold in all levels of Government. This year has seen success with the company being certified by the Municipal Association of Victoria (MAV), and the NSW State Government for the NSW Procurement ICT Services Scheme. This is in addition to previous certification with the Queensland Government IT&T Procurement Panel and the Tasmanian Government. As a result of these efforts the company is winning successful business with many local governments, universities and several state government departments around Australia. The company continues to pursue additional Government certifications and tenders in other areas. The company has many key technical and commercial differentiators that make it an ideal alternative to the traditional telecommunication providers. The key technical differentiators for the company are: the Symbio Network that is one of only 6 fully interconnected infrastructure based voice network operators in Australia, Symbio also has the people and systems in place to deliver highly complex deployments quickly and effectively. Symbio also owns a vast bank of intellectual property allowing it to rapidly customise and deploy large complex solutions for customers. The company was awarded the 2013 CeBIT Outstanding Project Award in recognition of its achievements by the IT&T industry in Australia. 5

9 ABN and controlled entities Directors Report For the year ended 30 June 2014 The company also maintains several key certifications with leading enterprise grade equipment vendors such as: Microsoft, Cisco, Avaya, Samsung and Panasonic. The company is still the only carriage service provider in Australia certified by Microsoft for the Lync unified communications platform. b. Business and Enterprise The MyNetFone Virtual PBX product continues to sell strongly into the small business market, and the MyNetFone SIP Trunk product continues to sell strongly into the enterprise market. These products are now mature and stable, and achieving a very high level of customer satisfaction. Growth is expected to remain strong for the foreseeable future. The Virtual PBX and SIP trunk products in service grew by 28% to 2,524 services in operation, and overall business voice services grew 11% to 8,935 services in operation. Business data services grew to 3,297 services in operation. c. Residential The residential voice market is declining due to the market shift towards mobile communications and mobile-cap plans. The company however has been implementing a defensive strategy of cross selling residential DSL services into this customer base. This action has stemmed the decline in revenues and provided a useful retention tool. The residential DSL subscriber base grew 53% to 12,579 services in operation, and the VoIP base grew overall 23% to 106,832 services in operation, this growth was supported by the PennyTel acquisition. d. Wholesale Wholesale voice is sold under the Symbio Networks brand and remains a key profit area for the company. The two key products sold into this market are wholesale voice (the termination of high volume wholesale voice minutes), and the wholesale-managed services (hosting of white-label services such as Local Number Portability, voice end-points, phone numbers, and other value added services). These products leverage the extensive fully interconnected national voice network that is also used to carry the MyNetFone retail traffic, in addition to an extensive amount of proprietary intellectual property which has been developed by the company over the last 10 years. The wholesale network is currently hosting over 146 service provider customers. Services provided in this sector continue to experience strong growth, with Local Number Portability (LNP) growing 28% to 385k numbers, and the total volume of Direct-In-Dial (DID) numbers growing 203% to 2.0M numbers. In addition, hosted endpoints grew 87% to 22k. Total billable traffic on network remains consistent at approximately 3 billion minutes per annum. 6

10 ABN and controlled entities Directors Report For the year ended 30 June 2014 Financial position The net assets of the company have strengthened with an increase to $14.2 million as at 30 June 2014 (2013: $10.8 million). The business ended the year with $7.4m cash (2013: $4.8m). Cash benefited from a marked improvement in working capital. During the year the final tranche of the deferred consideration ($2.4m) in relation to the FY12 acquisition of the Symbio Group was settled. With the exception of a small equipment finance lease facility in place, the business is debt free. Significant changes in the state of affairs There were no significant changes in the state of affairs of the company during the financial year. After balance date events Dividends proposed: The dividend as recommended by the Board will be paid subsequent to the balance date. iboss acquisition: On 10 July 2014 My Net Fone announced that it had reached an agreement to purchase the business and intellectual property of wholesale telecommunications enabler iboss for $1.4m. This transaction was completed on 18 July 2014 and was funded out of existing cash reserves. The iboss asset is a sophisticated software platform, which manages billing, communications activity, provisioning and operations and provides an essential link between wholesale telecommunications operators and their suppliers. The acquisition comes with its own infrastructure and is supported by an experienced and highly skilled team. While the acquisition is not in itself financially material, it is expected to be earnings accretive in the first year and brings to the business a completely new capability which can be significantly built on in the future. Issue of options: On 1 July 2014 the company issued 440,000 options to staff, with an exercise price of $3.00 and an expiry date of 31 August Future developments The Board is committed to growing the company organically as well as by way of targeted acquisitions. The Company has a strict policy around the evaluation of acquisition targets and we will continue to look to build through leveraging synergies, adding products and services through the acquisition of intellectual property and avoiding companies that are pure re-sellers of other networks. 7

11 ABN and controlled entities Directors Report For the year ended 30 June 2014 Environmental issues The Group s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory. Dividends paid or recommended Fully franked dividends paid or declared for payment during the financial year are as follows: $000 Franking Dividends paid: 2013 Final dividend of 2.0 cents per share paid on 13 September , % 2014 Interim dividend of 2.0 cents per share paid on 12 March , % Dividends recommended (subsequent to year end): 2014 Final dividend of 2.5 cents per share recommended on 12 August , % The 2014 final dividend is to be paid on 11 September 2014 to shareholders registered as at 26 August Options No options were granted by the Company to the Directors during the year or since the end of the financial year. Shares under option or issued on exercise of options During the year no options were exercised by Directors. At the date of this report, the unissued ordinary shares of under options which were granted in the 2014 financial year are as follows: Grant date Date of expiry Exercise price Number under option 15 November December 2015 $ ,000 Subsequent to year end the company issued options under the employee option plan to executives and staff, details are as follows: Grant date Date of expiry Exercise price Number under option 1 July August 2016 $ ,000 8

12 ABN and controlled entities Directors Report For the year ended 30 June 2014 Remuneration Report Audited This Remuneration Report for the year ended 30 June 2014 outlines the remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308 (3C) of the Act. Introduction The Remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the Parent. For the purposes of this report, the term executive includes the Chief Executive Officer (CEO), executive directors and other senior executives of the Company or the Group. Non-executive directors Terry Cuthbertson Michael Boorne Andy Fung Executive directors Rene Sugo Chairman Director Director Chief Executive Officer Other KMPs Matthew Gepp Chief Financial Officer employment started 29 April 2013, appointed CFO 28 August 2013 Catherine Ly Company Secretary & Treasurer There were no changes to KMP between the reporting date and date the financial report was authorised for issue. Remuneration governance Remuneration Committee Due to the size of the Company and the Board a formal Remuneration Committee has not been established, the functions of the Remuneration Committee are undertaken by a full Board. The Board approves the remuneration arrangements of the CEO and other executives and all awards made under short and long term incentive plans. The Board also sets the aggregate remuneration of non-executive directors, which is then subject to shareholder approval. 9

13 ABN and controlled entities Directors Report For the year ended 30 June 2014 Remuneration Report (continued) Use of remuneration consultants The Company does not currently engage remuneration consultants. The remuneration committee may consider the use of remuneration consultants in the future as the company grows. Remuneration report approval at the 2013 AGM The 2013 remuneration report received positive shareholder support at the 2013 AGM with a vote of 98.2% in favour. Executive Remuneration arrangements Remuneration principles and strategy s executive remuneration strategy is to recognise that in the early stages of growth the company needs to contain operating costs and the salaries established for the executive directors are negotiated at rates below market levels that would normally be available to persons with such experience and qualifications. The Board has established salary arrangements for the key executives which are commensurate with their level of experience. The Board will continually review its approach to setting remuneration levels by balancing short and long term benefits and linking remuneration to performance. Details of short term incentive (STI) plans As part of their respective employment agreements the CEO, CFO and other senior managers are eligible for a cash bonus subject to the attainment of clearly defined objectives. Non-executive directors are not eligible for an STI. STIs for the previous and current financial years are based on meeting agreed net profit after tax targets as set by the Board and are subject to Board approval. STI amounts paid in FY14 are in relation to the company performance in FY13. Details of long term incentives (LTI) plans The Board may issue options to executive and other employees under the company Employee Option Plan in order to align remuneration with the creation of shareholder value over the long term. As such, LTI awards are only made to executives and other key employees who have an impact on the Group s performance. 10

14 ABN and controlled entities Directors Report For the year ended 30 June 2014 Remuneration Report (continued) Remuneration Details of Key Management Personnel for the Year Ended 30 June 2014 Details of the nature and amount of benefits and payments for each director and KMP of the Company for the 2013 and 2014 financial years are as follows: Directors: Short term benefits Cash salary & fees STI/Bonus Postemployment benefits Superannuation Share based payments Options Total $ $ $ $ $ Mr T Cuthbertson ,593-8,380-98, ,593-6,353-76,946 Mr M Boorne ,093-6,391-75, ,093-4,418-53,511 Mr A Fung ,093-5,466-64,559 Executive Directors: ,093-4,418-53,511 Mr R Sugo ,599 55,571 27, ,420 Other KMP: ,229-24, ,000 Mr M Gepp (i) ,204-17,779 8, , ,154-2,354-28,508 Ms C Ly ,954-13,223 8, , ,790-12, ,281 Total ,536 55,571 78,489 17, , ,952-54, ,757 (i) Mr Gepps employment started on 29 April He was appointed CFO on 28 August

15 ABN and controlled entities Directors Report For the year ended 30 June 2014 Remuneration Report (continued) Key Terms of Employment Agreements The Company has entered into an Executive Employment Agreement with Rene Sugo. The remuneration and terms of employment for other Key Executives are also set out in written agreements. Each of these employment agreements are unlimited in term but may be terminated by written notice by either party and by the Company making payment in lieu of notice. Each of these agreements sets out the arrangements for total fixed remuneration, performance-related cash bonus opportunities, superannuation, termination rights and obligations and eligibility to participate in the employee equity-based incentive scheme. Executive salaries are reviewed annually. The executive employment agreements do not require the Company to increase base salary, incentive bonuses or to continue the participants participation in equity-based incentive programs. The Company may terminate the employment of the Key Executives without notice and without payment in lieu of notice in some circumstances. This includes if the executive: 1. commits an act of serious misconduct; 2. commits a material breach of the executive employment agreement; 3. denigrates or engages in any behaviour that may materially damage the reputation of, or otherwise bring the Company into disrepute; or is convicted of any criminal offence which would in the reasonable opinion of the Board of Directors adversely affect the carrying out of the executive s duties. The Company may terminate the employment of the Key Executive at any time by giving the executive notice of termination or payment in lieu of such notice. The amount of notice required from the Company in these circumstances is set out in the following table: Name of Key Executive Company notice Employee notice period period Termination Provision Rene Sugo 6 months 1 month 6 months base salary Matthew Gepp 3 Months 3 months 3 months base salary Catherine Ly 6 months 1 month 6 months base salary 12

16 ABN and controlled entities Directors Report For the year ended 30 June 2014 Remuneration Report (continued) Directors interests in shares and options of the company or related bodies corporate At the date of this Report, the particulars of shares and options held by the directors of the company in the company or in related bodies corporate which are required to be declared in the register of directors' share holdings are as follows: Name of Director Share holding Options Mr Andy Fung 14,488,955 - Mr Rene Sugo 13,488,955 - Mr Terry Cuthbertson 1,125,000 - Mr Michael Boorne 1,019,749 - Total 30,122,659 - This concludes the remuneration report, which has been audited. 13

17 ABN and controlled entities Directors Report For the year ended 30 June 2014 Directors Benefits No director has received or has become entitled to receive, during or since the financial year, a benefit because of a contract made by the company, controlled entity or related body corporate with a director, a firm which a director is a member or an entity in which a director has a substantial financial interest. Indemnifying Officers or Auditor No indemnities have been given or agreed to be given or insurance premiums paid or agreed to be paid, during or since the end of the financial year, to any person who is or has been an officer or auditor of the company. Proceedings on Behalf of Company No person has applied for leave of a Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Non-Audit Services During the prior year MNSA Pty Ltd Chartered Accountants, the Group s auditor provided non-audit services in the form of due diligence services. No non-audit services were provided during the current financial year. The total amount received by MNSA Pty Ltd Chartered Accountants for these non-audit services was $Nil (2013:$14,031). The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for audits imposed by the Corporations Act The nature and scope of the non-audit service was such that auditor independence was not compromised. Auditor s Independence Declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 has been received and can be found on page 56 of the financial report. Rounding off The Group is of a kind referred to in ASIC Class order 98/100 dated 10 July 1988 and in accordance with that Class Order, amounts in the consolidated financial statements and Directors Report have been rounded off to the nearest thousand dollars, unless otherwise stated. 14

18 ABN and controlled entities Directors Report For the year ended 30 June 2014 This directors report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors. Terry Cuthbertson Chairman Rene Sugo Director Sydney, 12 August

19 Corporate Governance Statement 16

20 Corporate Governance Statement The Board of Directors of is responsible for the corporate governance practices of the consolidated entity. The Board guides and monitors the business and affairs of on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement outlines the main corporate governance practices adopted by the Company, which comply with the ASX Corporate Governance Council Principles and Recommendations (2nd Edition, August 2007) unless otherwise stated. Principle 1: Lay solid foundations for management and oversight The board s primary role is the protection and enhancement of long term shareholder value. To fulfil this role, the board is responsible for the overall corporate governance of the Group including formulating its strategic direction, approving and monitoring capital expenditure, setting senior executive and director remuneration, establishing and monitoring the achievement of management s goals and ensuring the integrity of risk management, internal control, legal compliance and management information systems. It is also responsible for approving and monitoring financial reporting. The board has delegated responsibility for the day to day operation and administration of the Company to the Chief Executive Officer. Principle 2: Structure the board to add value The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors Report. Directors of are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. The membership of the board during the year ended 30 June 2014, including independent status, and date of appointment was as follows: Name Status Date of Appointment Terry Cuthbertson Non-Executive Independent Chairman 08 March 2006 Michael Boorne Non-Executive Independent Director 19 December 2006 Andy Fung (i) Non-Executive Director 01 March 2012 Rene Sugo Executive Director 08 March 2006 (i) Andy Fung resigned as Executive Director on 29 February 2012 and was appointed as Non-Executive Director as of 1 March Mr Fung has been a Director of the Group since 8 March Recommendation 2.1 requires that a majority of the Board should be independent directors. The Company does not comply with this recommendation. The Board is 50% independent. Whilst the Company agrees with the benefits of a majority of independent Directors, it believes that it can better achieve the results of the Company with the current Board s level of expertise without burdening shareholders with the additional costs associated with adding further independent Directors. Recommendation 2.2 requires the Chairman be an independent Director. The Company complies with this recommendation. The Company believes that when the Chairman is a significant driver behind the business as well as being a shareholder, he adds much value to the Company. 17

21 Corporate Governance Statement Recommendation 2.3 requires that the role of the Chairman and Chief Executive Officer of the Company is not exercised by the same individual. The Company complies with this recommendation. Independent Directors An independent director is considered independent: a) who is not a member of management b) who has not within the last three years been employed in an executive capacity by the Company or been a principal of a professional adviser or consultant to the Company c) is not a significant supplier to the Company d) has no material contractual relationship with the Company other than as a director, and e) is free from any interest or business or other relationship, which could materially interfere with the director s ability to act in the best interests of the Company. Based on the above criteria, two Non-Executive Directors including the Chairman were considered independent during the financial year. Independent Professional Advice and Access to Company Information Each director has the right of access to all relevant Company information and to the Company s executives and subject to prior consultation with the Chairman, may seek independent professional advice at the company s expense. A copy of advice received by the director is made available to all other members of the Board. Board Processes The Board has mandates and operating procedures which are reviewed on a regular basis. The Board has also established a range of policies which govern its operation. The Board holds a scheduled meeting every month and any other strategic meetings as and when necessitated by the Company s operations. The agenda for meetings is prepared through the input of the Chairman and the Company Secretary. Standing items include matters of Compliance and Reporting, Financials, Shareholder Communications and Investment Strategy and Outcomes. Submissions are circulated in advance. With the exception of the Chief Executive Officer, Directors must retire by rotation and stand for reelection at the AGM each year. A performance evaluation for the board and senior executives has taken place in the reporting period. The Board Committees Nomination Committee Recommendation 2.4 states that the board should establish a Nomination Committee. Due to the size of the Company it has not established a formal Nomination Committee and the functions of the Nomination Committee are undertaken by a full Board. The composition of the Board is monitored (both in respect of size and membership) to ensure that the Board has a balance of skill and experience appropriate to the needs of the Company. When a vacancy arises, the Board will identify candidates with appropriate expertise and experience and appoint the most suitable person. 18

22 Corporate Governance Statement Remuneration Committee Recommendation 8.1 states that the board should establish a Remuneration Committee. Due to the size of the Company it has not established a formal Remuneration Committee and the functions of the Remuneration Committee are undertaken by a full Board. Non-executive directors are remunerated by way of director fee and superannuation contributions. The Chairman and the other Non-Executive Director of are also Directors of several listed and non-listed companies and are further remunerated by those Companies. Further detail is provided in the Directors Report. Audit Committee Due to the size of the Company it has not established a formal Audit Committee and the functions of the Audit Committee are undertaken by a full Board. The Board is responsible for considering the effectiveness of the systems and standards of internal control, financial reporting and any other matter at the request of the Board. The external auditors attend meetings by invitation to report to the Board. The Audit responsibilities of the Board are to ensure that: relevant, reliable and timely information is available to the Board to monitor the performance of the Company external reporting is consistent with committee members information and knowledge and is adequate for shareholder needs management process support external reporting in a format which facilitates ease of understanding by shareholders and institutions the external audit arrangements are adequate to ensure the maintenance of an effective and efficient external audit involving: review of the terms of engagement, scope and auditor s independence; recommendation as to the appointment, removal and remuneration of an auditor; review of the provision of non-audit services provided by the external auditor ensuring they do not adversely impact on audit independence. a review of the Company s risk profile and an assessment of the operation of the Company s internal control system is performed. The external auditor is required to attend the Annual General Meeting and is available to answer shareholder questions. The Board as a whole monitors the performance of the annual & half-yearly audit performed by the External Auditor. For details on the number of meetings of the audit committee held during the year and the attendees at those meetings, refer to the Directors Report. Principle 3: Promote ethical and responsible decision making The Board expects all executive and non-executive directors to act professionally in their conduct and with the utmost integrity and objectivity. All executive and non-executive directors must comply with the Company s Code of Conduct and Ethics. (Recommendation 3.1) The company encourages Directors to have a significant personal financial interest in My Net Fone Limited by acquiring and holding shares on a long-term basis. Insider trading laws prohibit Directors and their associates from dealing in the Company s shares whilst in possession of price sensitive information that is not generally available. Once the Directors have traded in shares or otherwise dealt with any 19

23 Corporate Governance Statement securities, they should immediately disclose this to the Board and Company Secretary to facilitate appropriate disclosure with the ASX. A Director or an entity controlled by Directors is not permitted to purchase or sell shares in the Company at other times without prior consent of the Board. This policy does not preclude a Director or an entity controlled by a Director from taking up or renouncing an entitlement to the Company s shares or participating in the Company s Share Purchase Plan or the Dividend Reinvestment Plan. (Recommendation 3.2) Diversity Policy Diversity includes, but is not limited to: gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. However, due to the size of the company it is not in a position to justify the establishment of a formal diversity policy. The Board has developed measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve these objectives over the next two years as director and senior executive positions become vacant and appropriately qualified candidates become available: Number % Number % Females on the Board Females in senior management roles Overall female employees Trading Policy The company s policy regarding Directors trading in its securities restricts them from acting on material information until it has been released to the market and adequate time has been given for it to be reflected in the security s prices. The company has adopted a Securities Trading Policy disallowing directors and employees from dealing in the Company s securities in the period between the end of the Company s half year/full year and the lodgement of those profit announcements with the ASX. Directors and employees also require the approval of the Board prior to trading in the Company s securities. A copy of the Securities Trading Policy is available on the Company s website at in the Corporate Governance section. Principle 4: Safeguard integrity in financial reporting The Company s Board is committed to ensuring the adoption of processes which are aimed at providing assurance that the financial statements and related notes are in accordance with applicable accounting standards and provide a true and fair view. Compliance with these procedures and policies is subject to review by the external Auditor. The Board also evaluates the performance and independence of the external Auditor on an annual basis. The Chief Executive Officer and the Chief Financial Officer provide the Board with written confirmation that the Company s financial reports present a true and fair view, in all material respects, of the 20

24 Corporate Governance Statement Company s financial condition and that the operational results are in accordance with relevant accounting standards. Principle 5: Make timely and balanced disclosure The Company s Board is committed to keeping the investment community including shareholders and regulators fully informed, in a timely and accessible manner, of events and risks that impact the Company. The Board complies with its continuous disclosure obligations, as defined under the Corporations Act and ASX Listing Rules, in respect of price sensitive information which is lodged with the ASX as soon as practicable and before disclosure to external parties. Principle 6: Respect the rights of shareholders Shareholders are entitled to vote on significant matters affecting the business which include the election and remuneration of directors, changes to the constitution and receipt of annual and interim financial statements. Shareholders are strongly encouraged to attend and participate in the Annual General Meeting of to lodge questions to be responded to by the Board and/or the Chief Executive Officer, and are able to appoint proxies. The Board informs shareholders of all major developments affecting the Company s state of affairs on the Company s website at A hard copy Annual Report will be mailed to shareholders who have requested to receive one at the close of the financial year. An electronic version of the Annual Report will be available on the Company s website. The Company Secretary is responsible for ensuring complies with its continuous disclosure obligation and in conjunction with the Chairman, will decide whether any price sensitive information they become aware of should be disclosed to the ASX. Where possible, all continuous disclosure releases to the ASX are approved by the Board. Where time does not permit approval by the Board, the Chairman must approve the release. Any information of a material nature affecting the Company is disclosed to the market through release to the ASX as soon as the Company becomes aware of such information, in accordance with the ASX Continuous Disclosure requirement. Principle 7: Recognise and manage risk The Board acknowledges that it is responsible for the overall system of internal control but recognises that no cost effective internal control system will preclude all errors and irregularities. The Board has responsibility for reviewing the risk profile and reporting on the operation of the internal control system. The Board: a. requires executive management to report annually on the operation of internal controls b. reviews the external audit of internal controls and liaises with the external auditor; and c. conducts any other investigations and obtains any other information it requires in order to assess the effectiveness of the internal control system. In respect of the current financial year all necessary declarations have been submitted to the Board. 21

25 Corporate Governance Statement The Board identifies the following business risks as having the potential to significantly or materially affect the company s performance: (a) administrative risks including operational, compliance and financial reporting; (b) market related risks. Administrative Risks The Chief Executive Officer is responsible for recognising and managing administrative risks including: (a) operational; (b) compliance; and (c) financial reporting The Chief Executive Officer and the Chief Financial Officer provide a declaration to the Board to certify that the Company s financial statements and notes present a true and fair view in all material respects of the Company s financial condition and operational results and that they have been prepared and maintained in accordance with relevant Accounting Standards and the Corporations Act In respect of the current financial year all necessary declarations have been submitted to the Board. In addition, the Chief Executive Officer and the Chief Financial Officer will confirm in writing to the Board that the declaration provided above is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Market Risks The Board is primarily responsible for recognising and managing market related risks. In respect of the current financial year, all necessary declarations have been submitted to the Board. The Board performs a risk review on an annual basis to ensure that adequate controls are in place to mitigate risk associated with market risk, fraud, transaction reporting errors, material reporting risks and compliance risk. Principle 8: Remunerate fairly and responsibly The Company s remuneration policy and practices are designed to attract, motivate and retain high quality staff. The Remuneration Report in the Director s Report provides detail of remuneration of Non- Executive and Executive Directors. The Company s Employee Share Option Scheme was approved by shareholders at the Company s listing on the ASX. It is expected that executives and key senior staff will be issued share options in the future. 22

26 Financial Statements 23

27 Consolidated statement of profit or loss and other comprehensive income Consolidated group For the year ended 30 June: Notes $000 $000 Continuing operations Revenue 3a 59,306 46,209 Cost of Sales (35,047) (28,589) Gross Profit 24,259 17,620 Finance revenue 3a Other income 3b - 77 Employee expenses 3e (11,063) (8,406) Marketing expenses (1,122) (951) Occupancy expenses (484) (599) Technology and support expenses (578) (492) Depreciation expense (991) (681) Distribution expenses (169) (134) Other expenses 3c (1,907) (941) Acquisition expenses - (214) Interest expense (41) (43) Profit before income tax 8,001 5,382 Tax expense 4 (2,223) (1,241) Profit from continuing operations 5,778 4,141 Net profit for the year 5,778 4,141 Other comprehensive income for the year net of tax - - Total comprehensive income for the year 5,778 4,141 Earnings per share from continuing operations - Basic earnings per share (cents) Diluted earnings per share (cents) The accompanying notes form part of these consolidated financial statements 24

28 Consolidated statement of financial position Consolidated group As at: 30 June June 2013 Notes $000 $000 Assets Current assets Cash and cash equivalents 5a 7,444 4,813 Trade and other receivables 6 5,294 6,612 Inventories Other financial assets Total current assets 13,285 12,102 Non-current assets Property, plant and equipment 8 1,717 1,561 Deferred income tax asset 4c Consolidated goodwill 21 9,219 9,219 Other intangible assets 22 2,732 2,280 Total non-current assets 14,172 13,335 Total assets 27,457 25,437 Liabilities Current liabilities Trade and other payables 9 8,783 9,544 Deferred revenue 10 1,725 1,145 Deferred consideration - 2,350 Income tax payable 1, Finance lease liability Provisions Total current liabilities 12,661 14,230 Non-current liabilities Finance lease liability Provisions Total non-current liabilities Total liabilities 13,217 14,660 Net assets 14,240 10,777 Equity Issued capital 13a 9,507 9,371 Share based payment reserve 1,157 1,110 Retained earnings 3, Total equity 14,240 10,777 The accompanying notes form part of these consolidated financial statements 25

29 Consolidated statement of cash flows Consolidated group For the year ended 30 June Notes $000 $000 Cash flows from operating activities Receipts from customers 65,282 48,627 Payments to suppliers and employees (55,269) (41,586) Interest received Interest paid (41) (43) Income tax paid (1,462) (1,103) Net cash from operating activities 5b 8,607 6,041 Cash flows from investing activities Purchase of property, plant and equipment (898) (1,299) Decrease/(increase) in other financial assets 128 (279) Payment for acquisition of subscriber bases (320) (2,280) Acquisition of subsidiary net of cash acquired - (4,520) Payment of deferred consideration for subsidiary acquired (2,350) (2,350) Net cash (used in) investing activities (3,440) (10,728) Cash flows from financing activities Proceeds from issue of share capital - 5,010 Proceeds from exercise of share options Dividends paid (2,497) (1,769) Proceeds from borrowing - Finance leases Repayment of borrowings - Finance leases (175) (159) Net cash (used in) from financing activities (2,536) 3,520 Net increase (decrease) in cash and cash equivalents 2,631 (1,167) Cash and cash equivalents at 1 July 4,813 5,980 Cash and cash equivalents at 30 June 5a 7,444 4,813 The accompanying notes form part of these consolidated financial statements 26

30 Consolidated statement of changes in equity Attributable to owners of the company For the year ended 30 June 2014 Ordinary share capital Share-based payment reserve Retained earnings Total $000 $000 $000 $000 As at 1 July ,361 1,099 (2,905) 2,555 Total comprehensive income for the - - 4,141 4,141 year Dividends recognised for the year - - (940) (940) Proceeds from issue of shares 5, ,010 Share based payment transactions Balance at 30 June ,371 1, ,777 Total comprehensive income for the - - 5,778 5,778 year Dividends recognised in the year - - (2,498) (2,498) Proceeds from issue of share options Share based payment transactions Balance at 30 June ,507 1,157 3,576 14,240 The accompanying notes form part of these consolidated financial statements 27

31 Notes to the Consolidated Financial Statements 28

32 Notes to the consolidated financial statements 1. Corporate Information These consolidated statements and notes represent those of and controlled entities (The Consolidated Group). The separate financial statements of the parent entity,, have not been presented within this financial report as permitted by the Corporations Act The financial statements were authorised for issue on 12 August 2014 by the directors of the company. The nature of the operations and principal activities of the Group are described in the Directors' Report. 2. Summary of significant accounting polices a. Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act Australian Accounting Standards set out accounting policies that the AASB has concluded would result in the financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. b. New and amended accounting policies adopted by the Group The Group adopted the following Australian Accounting Standards arising from related Amending Standards with a mandatory application date of 1 January 2013: (i) AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and Interpretation 112: Consolidation Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. This Standard does not significantly impact the Group s financial statements. (ii) AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a structured entity, replacing the special purpose entity concept currently used in 29