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					                      ANNUAL REPORT 2009




Make your Wealth Creation



                 Count
       Our vision is clear;
       we aim to excel in both our financial performance
       and service to clients andthe community.



       Our mission is our challenge;
       to be an ethical, efficient and cost effective provider of services to our franchisees and members,
       so they can in turn build successful, independently-owned financial advisory businesses.
                                                                                                   2002
        1997




                          CountFin
                                                         wealth-e-account®

                                                                       1999
                                                                                                                                     2005
1987




                                                                                2000                           2004




                                                           1998

         Count Financial Limited (Count) is Australia’s largest independently-owned franchised network of financial planning/wealth accountants and advisers. Count has over
         $17 billion of clients’ funds and loans under advice and is listed on the Australian Stock Exchange (COU). Count comprises two franchised networks of around 400 firms
         Australia-wide – Count Wealth Accountants for professional accountants in public practice and Count Financial Limited for independent financial advisers (IFAs). We also
         have a growing network of almost 300 mainly accounting and financial firms which are Members of finconnect and utilise services that are not related to our Australian
         Financial Services Licence. These services include home loans, business loans and business asset and equipment finance. We use our resources and buying power to
         provide our network with quality services, support, systems and competitive products so that our advisers can give both sound and cost-effective advice to Australians.
                        CONTENTS

                        Our Track Record                      4

                        Financial Highlights                  5

                        Operating Profit/EBIT Results         6

                        Chairman’s Report                     8

                        CEO’s Report                         10

                        Investments and Savings              14

                        Wealth Protection                    15

                        Research and Compliance              16

                        The Future Counts                    18

                        Count Team                           20

                        Annual Conference                    22

                        finconnect                           24

                        Countplus                            26

                        CountGPS                             28

                        Business Growth and Development      29

                        Our Franchisees                      30

                        Count Charitable Foundation          32

                        Board Profiles                       36
          2007
                        Risk Report                          38

                        Corporate Governance                 40

                        Directors’ Report                    44

                        Audit Independence Declaration       56




                        FINANCIALS

                        Income Statement                     58
2007/08                 Balance Sheet                        59

                        Statement of Changes in Equity       60

                        Cash Flow Statement                  62

                        Notes to the Financial Statements    63

                        Directors’ Declaration              103
                 2008
                        Independent Audit Report            104

                        ASX Additional Information          106

                        Investors’ Information              107

                        Corporate Directory                 108

                        2008/09 – The Year in Brief         109

                        Shareholders’ Calendar              110
    Our Track Record


    Count’s History
                                                                                                 Incorporated                    >      August 1980 as a private company
                                             Listed on Australian Stock Exchange                                                 >      12 December 2000
                                                                                         Consecutive Profits                     >      29 years




    Financials
                                                                           Pre-Listing                                                                  Post-Listing
                                                                          1999                2000     2001               2002          2003            2004         2005*        2006             2007               2008           2009
     Earnings before interest,                                              2.93              4.12      5.88              6.15           8.06          10.85          15.6        23.18          28.92                33.42          23.43
     investments income
     and tax (EBIT) ($M)
     Net profit after-tax ($M)                                              3.37              3.88      4.05              4.72           5.87                9.01    11.53         17.6          22.69                21.30          19.37
     Dividend paid and                                                      2.50              3.36      4.40              4.84           5.26                7.74    10.28        14.02          19.21                22.03          25.66
     proposed ($M)
     Earnings (¢ per share)                                                                                               2.15           2.68                4.10     5.12         7.60                9.53            8.70            7.60
     Dividend paid and                                                                                                    2.20           2.42                3.50     4.50         6.00                8.00           10.00            7.00
     proposed (¢ per share)
     * Indicates adjusted for new International Accounting standards (IFRS).




    EBIT                                                                                        Earnings Per Share                                                    Dividends Per Share
    EARNINGS BEFORE INTEREST,                                                                   (CENTS) POST-LISTING                                                  (CENTS) POST-LISTING
    INVESTMENTS INCOME AND TAX ($M)

    $35                                                                                         12                                                                    12


    $30                                                                                         10                                                                    10


    $25
                                                                                                 8                                                                     8

    $20
                                                                                                 6                                                                     6

    $15

                                                                                                 4                                                                     4
    $10

                                                                                                 2                                                                     2
    $5


    $0                                                                                           0                                                                     0
                                                                                                                                                                                                                                     2009
                                                                                                                                                                           2001

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          1997
                 1998
                        2000
                               2001
                                      2002
                                             2003
                                                    2004
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                                                                         2007
                                                                                2008
                                                                                       2009




    Our aim is to grow our earnings per share by 20% pa by taking full                                                                                                We pay quarterly fully franked
    advantage of our scale and franchising structure.                                                                                                                 dividends and we aim to grow our
                                                                                                                                                                      dividends by an average of 10% pa.




4     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Financial Highlights


 FINANCIAL                                                                           2009
 Operating profit (EBIT)                                                  Down 30%
 Net profit after-tax (NPAT)                                              Down            9%
 FINANCIAL                                                                           2009                    Targeted               Achieved             Targeted 2010
 Earnings per share                                                       Down 13%                             + 20%                               X                     + 20%
 Dividend per share                                                       Down 30%                             + 10%                               X                 + 10%*
 Expense/income ratio                                                                 45%                      < 40%                               X                     < 40%
 OPERATIONAL
 Funds Under Advice (FUA)                                                 Down 14%
 – Investment platforms
 Total FUA                                                                Down 16%                       As an advice company, quantitative
                                                                                                    targets for new business are not appropriate.
 Loans outstanding                                                        Down            1%
 Insurance premiums (in force)                                                  Up 19%
 *While Count aims to grow its dividends by 10% pa this may not be achieved in 2010, as for 2009, due to the need to fund new business opportunities.

 ≠ Count targets an expense/income ratio of below 40%. While this will be difficult to achieve in 2010, Count expects this ratio to reduce by keeping
 expense growth low as financial markets recover and investing conditions improve..




Share Price Performance Graph: COU vs MARKET
DECEMBER 2000 – JUNE 2009 (WEEKLY)
Base of $100                                                                                                                                                    COU
                                                                                                                                                                All Ords
$800

$700

$600

$500

$400

$300

$200

$100

   $0
        Dec 00




                          Dec 01




                                            Dec 02




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                                                                                                                                          Dec 07
                 Jun 01




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                                                                                                                                 Jun 07




                                                                                                                                                       Jun 08


                                                                                                                                                                Dec 08


                                                                                                                                                                           Jun 09




Count listed on ASX 12/12/2000




                                                                                                                                                                                    5
    Operating Profit/EBIT Results


    Table 1
                                                                                                                                           2H09
           Operating              03/04      04/05      05/06      06/07     07/08      08/09        Increase          1H09     2H09     increase
           Profit/EBIT             $M         $M         $M         $M        $M         $M         (Decrease)          $M       $M     (Decrease)
    1      Net fees and            11.20     12.25      14.10      16.13      17.34      14.29         (18%)             7.33    6.96      (5%)
           Retail revenue
    2      Asset-based             10.55     13.60      19.87      25.62      31.57      25.13         (20%)           13.72    11.41     (17%)
           revenue
    3      Other fees               3.53       3.86       3.01       3.24       3.07      3.12           2%              1.08    2.04     89%
    4      Net Income              25.28     29.71      36.98      44.99      51.98      42.54         (18%)           22.13    20.41     (8%)
           Less Expenses
    5      Employment               7.85       7.91       7.70       8.23       8.82      9.06           3%              4.79    4.27     (11%)
    6      Other Expenses           6.58       5.40       4.61       5.58       6.67      6.51           (2%)            3.34    3.17      (5%)
    7     Share based                    -     0.80       1.49       2.26       3.07      3.54          15%             1.73     1.81      5%
          payments
    8     Total Expenses           14.43     14.11      13.80      16.07      18.56      19.11           3%             9.86     9.25     (6%)
    9     EBIT                     10.85     15.60      23.18      28.92      33.42      23.43         (30%)           12.27    11.16      (9%)
    10 % Change                     32%        44%        49%        25%       16%       (30%)
    11 Expense Ratio                57%        47%        37%        36%       36%        45%

    NB: The above income figures are net of related expenses and as a result may vary from the financial statement figures.




6       COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Table 1 Line Item
1. Net Fees and Retail Revenue (Line Item 1)
   This line item (down 18%) is fees and revenue from retail superannuation and investments, lending (through the
   finconnect subsidiary), asset finance and life insurance. Strong growth from life insurance revenue partially offset the
   decline in lending and investment income in this line.

2. Asset-based Revenue (Line Item 2)
   Asset-based revenue (down 20%) has been impacted by financial market conditions. This line is driven primarily from
   funds under advice (FUA) in 6 recommended platforms from 4 providers – BT/Westpac, IOOF (after acquisition of
   Skandia), Colonial First State/CBA and Perpetual. FUA in these platforms was down 14% for the year. Traditionally
   this item lags market movement. Over time, FUA is expected to resume its growth. Count is able to use its buying
   power to improve financial arrangements from platforms and fund managers and so charge franchises less. In return
   franchises are able to pass on better terms to their clients.

3. Other Fees (Line Item 3)
   This represents income from franchise fees and other services. Approximately 50% of franchises pay no annual
   membership fee as they contribute more to the above line items. It is expected that no established franchises will pay
   an annual membership fee within a few years. Income from newer services such as SuperCentral and CountGPS have
   partially offset the decline in franchise fee income.

4. Total Expenses (Line Item 8)
   Expenses grew by 3%. Employment costs (line 5) remains the largest expense at $9.06 million (up 3%). Other
   expenses (line 6) were $6.51 million, (down 2%). Share based payments (line 7) of 3.54 million (up 15%) relate to the
   non-cash expensing of options granted to franchises and employees. The expense to income ratio increased to 45%
   (see Table 2) primarily due to the 18% decrease in net income (line 4 in Table 1) caused by the deterioration in financial
   market conditions. Count’s target is to reduce this ratio to back below 40%. Expenses are expected to reduce when
   Countplus lists on the ASX, due in the 2010/11 financial year.




Table 2: Expense Control
  98/99     99/00     00/01     01/02     02/03     03/04    04/05     05/06     06/07     07/08     08/09            Target
   69%       67%       61%       64%       61%       57%       47%       37%       36%      36%       45%             < 40%




                                                                                                                                7
    CHAIRMAN’S REPORT


    29th year of consecutive profit
    Welcome to Count’s ninth Annual Report as a listed company.


    Profits and Dividends                                          Countplus (CP) – Future growth engine
                                                                   performs strongly
    I am pleased to report a solid result in a very difficult
    year. Net Profit After Tax of $19.37 million, down 9.1%        Countplus (Page 26) is our professional service firm
    (Earnings Per Share (EPS) down 12.6%). Operating               aggregator that buys quality accounting and financial
    Profit/EBIT (Earnings Before Interest/Investment Income        services businesses with a view to listing the combined
    and Tax) of $23.43 million, down 30% primarily due to          business on the stock market. Whilst CP will only be
    our revenue being down 18% as a result of the Global           part owned by Count, it will become an important and
    Financial Crisis and the resultant market down turn            enduring long-term growth engine for Count.
    expenses rose 3%. Our largely fixed expenses have
    worked against Count’s profits this year but will, as it       At the time of writing, CP has acquired a minimum
    has in prior years, work for us when markets recover.          of 25% interest in twelve accounting businesses
                                                                   with more pending. CP has announced that it intends
    Count’s reduced profits and the need for capital to fund       to list on the ASX around the end of 2010 with a
    further Countplus and other possible acquisitions has          targeted 20 businesses. Most of those businesses
    resulted in Count reducing its dividends for the first         have been identified.
    time since listing in 2000. A fourth and final fully franked
    “Risk/Reward” dividend of one cent is to be paid on            Acquisitions via CP to date have been low risk as
    15 October, 2009. A first unchanged interim “Christmas”        Count Management have generally known the
    dividend of two cents fully franked has also been              vendors for many years and as Count Franchisees
    declared and is payable on 15 December 2009.                   their financial planning is already with Count, thereby
                                                                   eliminating integration risks. Whilst the CP acquisitions
    My expectation, at this time, is that Count’s profits will     will be many, individually they will be small – generally
    grow in 2010 and that Count can achieve its long term          $3m - $6m in revenue and value. This diversification
    goal for growing dividends at 10% pa where practical.          via a portfolio of firms should also deliver a lower
    The reduced dividend of seven cents is delivering a            risk of underperformance.
    return of 17.5% fully franked on the December 2000
    list price of 40 cents.                                        Despite the Global Financial Crisis our CP businesses
                                                                   on average have grown their profits over the year and
                                                                   since acquisition. All CP’s development and Head Office
                                                                   expenses are being charged to Count’s profits as they
                                                                   are incurred, however post CP’s listing, Count will not
                                                                   incur any more CP costs and will receive a dividend from
                                                                   its investment in CP as well as a 20% fee in the 2010/11
                                                                   year to compensate Count for: costs incurred; services
                                                                   rendered; concessional agreements entered into;
                                                                   and risks taken. This once-off market based success
                                                                   and expense fee/reimbursement will assist Count to
                                                                   substantially lift its 2011 EBIT from current levels.




8     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
                                                                                                         Barry Lambert
                                                                                            FOUNDER AND EXECTUTIVE CHAIR
                                                                                                                        MAN




CountGPS                                                    Count Share Price
CountGPS is a joint venture between Count and               As shown on page 5, the Count Share Price has had a
CP investee, Specialised Business Solutions.                rollercoaster ride in the last 12-18 months despite sound
                                                            profit guidance. Markets anticipate the future. Count’s
CountGPS is expected to be the platform for the             business has been negatively impacted by the GFC and
CP accounting franchise.                                    market downturn. Count’s business however is solid
CountGPS was first released at Count’s 2008                 and will respond as soon as markets pick up. However
Conference and post the 2009 conference an upgrade          growth in the retail market (where Count operates) will
was released. The user base has continued to grow           be slower than in more recent times. The success of
to more than 148 firms and CountGPS has now been            CP and CountGPS should compensate for the slow
released to non-Count accounting firms.                     return of the retail investor.

CountGPS and Acclipse Limited (Acclipse) have recently      The Count Team
entered into a technology partnership to further assist
CountGPS members (and accounting firms generally)           The Board was unchanged during 2008/2009 and our
to grow their revenue while managing workflows and          Count Team remained very stable. Despite a difficult year
reducing workloads. Acclipse have over 1,000 practices      in terms of markets our franchisees remain rock solid
using their software across Australia and New Zealand.      and ready to service their large client base. The quality,
                                                            strength and stability of our total team are the reasons
CountGPS have also entered into a marketing                 why Count will continue to prosper. I remain proud of
agreement with Xero, an internet-based accounting           their performance.
system which has the potential to revolutionise
accounting for small businesses and therefore the           I look forward to meeting many of you at our 29th
way accountants do business.                                Annual General Meeting to be held in our offices Tuesday
                                                            10 November 2009 and urge you to vote in favour of the
Rationalisation of the Financial                            resolutions put to the meeting.

Advice Industry                                             It has been a pleasure to serve you as Chairman
                                                            and I wish our shareholders good health, wealth and
Whilst opportunities are increasing, Count will only
                                                            happiness in the years ahead.
make purchases where the target is compatible with our
business and the price is right. Organic growth (apart
from our Countplus business) will remain our focus whilst
ever dealer groups remain excessively priced.



                                                            Barry Lambert | Founder & Executive Chairman

                                                            PS: If at any time you have any information that I
                                                            should know about, please feel free to ring me on
                                                            (02) 8272 0212.




                                                                                                                              9
     CHIEF EXECUTIVE OFFICER’S REPORT


                                 Make your wealth creation journey…Count
                                  The theme for this year’s Annual Report is a reminder
                                 that wealth creation is a journey.



     Count has delivered a creditable EBIT result of           this year we will take that service offering outside the
     $23.43 million. This was down 30%, due to weakened        Count network. This will help Count service and build
     investment markets that have been impacted by the         relationships with accountants outside of Count.
     Global Financial Crisis. It has been a tough year for
                                                               The Count Wealth Accountants and Count Financial
     shareholders, franchisees, investors and employees
                                                               Advisers brands remain the full financial planning offering
     and the downturn has understandably brought their
                                                               for established accounting and financial planning firms.
     confidence in investing under pressure. Restoring
                                                               As reported in previous annual reports, since the 2002
     consumer confidence will take time and will largely
                                                               financial services reform Count’s strategy has been to
     be determined by market volatility, the actions of
                                                               consolidate the Count Franchisees to ensure quality. This
     governments and the solvency of some global financial
                                                               year ended with 418 Franchisees and we successfully
     institutions. Whilst these factors may not be directly
                                                               recruited 15 new quality Franchisees into Count. The net
     in our control, Count’s business is sound and remains
                                                               membership only grew by 1.5% primarily due to merger
     well positioned to benefit when markets resume their
                                                               and acquisition activity and as some Franchisees moved
     long-term growth via our trusted and long-standing
                                                               to finconnect to focus on their lending and asset finance
     accounting based franchised network. Over the last
                                                               business. This year was a challenging year for recruiting
     12 months Management have stayed focused on factors
                                                               firms, given most financial planning practices continue
     within our control via our three-plank growth strategy.
                                                               to be under pressure as a result of market conditions
                                                               and moving to a new financial advisory network would
     Count’s wealth creation journey is our                    be added work. Count maintains a strong position on
     three plank growth strategy.                              research and compliance and we seek firms with good
     Over the year Count’s Board Members and Management        track records on this front. Our pipeline of future firms
     have remained unchanged, and we continue to focus         is strong and we believe we can attract new firms into
     on our long term growth strategies, with some minor       the network.
     refinements to what has been discussed in previous        We also offer prospective Count Franchisees a first
     years. Our three-plank growth strategy is to:             step entry position into financial services if they do not
                                                               want to start in the full financial planning advice model.
     1. Grow the number of quality Members in the network;
                                                               Under this arrangement, firms can join as Members of
     2. Enhance the productivity of existing Members in        finconnect, a wholly owned subsidiary of Count, that
        the network; and                                       only offers lending and asset finance solutions. This
     3. Add non-investment products, services                  model (see page 24) is also for established firms that
        and businesses.                                        simply want to use our solutions or refer to professional
                                                               Lending Managers. finconnect Membership now stands
     We also aim to maintain strong cost control
                                                               at 296 firms nationally.
     by Management.
                                                               Countplus has also opened another avenue to Count
     Strategy 1: Grow the number of quality Members            since acquired businesses must be licensed via
     in the network                                            Count to join. Countplus growth is progressing well
     The Count network includes Count Franchisees,             as outlined on page 26.
     finconnect Members and Countplus firms. At the Count
     conference in 2008, we launched CountGPS and




10     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
                                                                                                                                   Marianne Perkovic
                                                                                                                                    CHIEF EXECUTIVE OFFICER
                                                                                                                                        MANAGING DIRECTOR




                                                 Full Financial Planning offering for
                                                 Accountants & Financial Planners



                                                 Mortgage aggregator for Members & Referrers for
                                                 Residential, Commercial Lending & Asset Finance only



                                                 Wealth Creation Integration Model for Accounting
                                                 & financial planning firms


                                                 Accounting based best practice templates, procedures
                                                 & tools website. Joint venture between Count and
                                                 Countplus Member Specialised Business Solutions



Strategy 2: Improve the efficiency of existing                                              compliant documents. Further, this aims to free up
Members in the network                                                                      Count Advisers’ time to effectively service the needs
                                                                                            of new and existing clients. This year weakness in
Our existing professional network is strong and stable.
                                                                                            financial markets saw demand for services decline.
To enhance our organic growth in the short to medium
                                                                                            As a result, we took this time to focus on training and
term our strategy is to improve franchisee efficiency.
                                                                                            developing our Advisers and delivering communication
Our focus is to systematise supporting financial planning
                                                                                            and education tools for investors. This improves and
processes and our commitment to this strategy is to
                                                                                            maintains our high quality advice standards and meets
ensure that clients of Count Franchisees pay for advice
                                                                                            ASIC requirements for professional development.
and not for the inefficiencies often involved in producing
                                                                                            We also focused head office resources to review our
                                                                                            operations to deliver efficiency solutions in the advice
Net Growth in Franchisees & finconnect Members,
as at 30 June each year                                                                     process. We achieve this strategy through ongoing
Note: finconnect Members were known as ProfitPlus pre 2007                                  enhancements of Count’s proprietary internet-based
800                                                                                         systems, which include WealthNet, an online knowledge
700                                                                                         bank, and Wealth Planner, Count’s (financial planning
600                                                                                         software). This year significant improvements were
500
                                                                                            delivered in the area of advice document generation for
400
300
                                                                                            Statements of Advice and Records of Advice.
200
100
       1998


              1999


                     2000


                            2001


                                   2002

                                          2003

                                                  2004

                                                         2005

                                                                2006

                                                                       2007

                                                                              2008

                                                                                     2009




              Count Franchisees              finconnect Members




                                                                                                                                                              11
     CHIEF EXECUTIVE OFFICER’S REPORT continued


     “My overall impression is that Count’s procedures for monitoring and
      supervising its representatives are of a high order. In fact, they are among
      the best that I have seen anywhere.”
     – Grant Holley, Holley Nethercote, Commercial Lawyers, AFSL Compliance Report: Dec 2008



     Preferred Platform Update                                         Funds Under Advice: Platforms
     The core of our business is the preferred platforms                          8                                                                                                                                                     35
     we use to facilitate the advice process. The revenue                         7                                                                                                                                                     30
     generated through these platforms is reported as                             6




                                                                      $billions




                                                                                                                                                                                                                                                $millions
                                                                                                                                                                                                                                        25
                                                                                  5
     asset-based income. Over the 12 months Funds under                                                                                                                                                                                 20
                                                                                  4
     Advice (FUA) has been impacted by market conditions                          3
                                                                                                                                                                                                                                        15

     and declined by 14%, this compares to the industry                           2                                                                                                                                                     10
                                                                                                                                                                                                                                            5
     FUA which was down 23.6% and the All Ordinaries                              1
                                                                                  0                                                                                                                                                         0
     Index decline of 26% for the same period.                                         Jun 99

                                                                                                     Jun 00

                                                                                                                  Jun 01

                                                                                                                               Jun 02

                                                                                                                                            Jun 03

                                                                                                                                                          Jun 04

                                                                                                                                                                       Jun 05

                                                                                                                                                                                    Jun 06

                                                                                                                                                                                                 Jun 07

                                                                                                                                                                                                              Jun 08

                                                                                                                                                                                                                          Jun 09
     Strategy 3: Add non-investment products, services                                     platform2                       First Choice                 WealthFocus FUM
                                                                                           Skandia One FUM                 Wealth-e-account (incl. Essentials FUM)
     and businesses                                                                        Platform Income (Right hand scale)


     To help Count Advisers provide a true one stop service,
     we extend our service offering to include non-investment
     products and services. Further, this strategy allows
     Count Advisers and Count to diversify their businesses.           Number of SuperCentral Deeds Established
     This year we introduced:

     • Pacfic East Coast, this is a direct property
       buying service offered through an established
       Accounting firm.

     • Class Super, an online Self Managed Super Fund
       Administration platform. Count also invested a small
       stake in the company that owns Class Super
       – Super IP.
                                                                                                Sept 06

                                                                                                              Dec 06

                                                                                                                           Mar 07

                                                                                                                                        Jun 07

                                                                                                                                                     Sept 07

                                                                                                                                                                   Dec 07

                                                                                                                                                                                Mar 08

                                                                                                                                                                                             Jun 08

                                                                                                                                                                                                          Sept 08

                                                                                                                                                                                                                       Dec 08

                                                                                                                                                                                                                                   Mar 09

                                                                                                                                                                                                                                                Jun 09




     Other successful and ongoing growth
     services include:

     • CountGPS: Count Growth Profit System as outlined
       on page 28.
                                                                       Cost control
     • Outsourced Wealth Protection. To assist with
                                                                                  60                                                                                                                                                    70
       Australia’s current insurance gap, Count has a focus
                                                                                                                                                                                                                                        60
       on delivering effective solutions to help our network                      50
                                                                                                                                                                                                                                        50
       service the Wealth Protection needs of their clients                       40
                                                                      $million




                                                                                                                                                                                                                                        40
       see page 15.
                                                                                                                                                                                                                                                %




                                                                                  30
                                                                                                                                                                                                                                        30
                                                                                  20
     • SuperCentral: Launched over three years ago, this                                                                                                                                                                                20
                                                                                  10
       service is an online Self Managed Super Fund deed                                                                                                                                                                                10

       generation service. Since its inception, over 4,500                         0
                                                                                         2002                 2003           2004                2005          2006              2007             2008              2009
                                                                                                                                                                                                                                            0

       deeds have been generated.                                                                   Total Expenses                          Net Income                               Expense to Income Ratio (%)




12     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Maintain cost control by Management                             network, will be in a strong position to gain market share
                                                                and see growth opportunities through acquisitions.
Management and the team always look for further cost
efficiencies and improvements to position the business          This year’s challenging market conditions were mostly
for the future without compromising our service offering        borne by our Franchisees and finconnect Members,
or standards in both bull and bear markets. We don’t            who had the difficult task of communicating with and
expand in bull markets to only have to shrink our               educating their clients about the many factors outside
expenses in bear markets to deliver better results. This        of their control. I thank and applaud their dedication and
year the income to expense ratio increased to 45%.              determination to deliver the best possible outcomes to
This was mainly due to the Training & Education cost            their clients and for their loyalty to Count.
of the network, as well as legal and accounting fees for
                                                                Thank you to our Count Team. Our team culture is to
the set up of our new businesses and services. We also
                                                                develop a group of business owner minded individuals –
invested further to maintain our technological edge. We
                                                                as such our team is rewarded through profit growth and
expect expenses to remain flat for the coming year.
                                                                share option scheme arrangements, which have both
                                                                been impacted. Despite this we had little turnover and
Thank you for making your wealth
                                                                continue to have a motivated team.
creation journey Count.
                                                                I always make myself available to discuss Count
We remain optimistic about the long-term prospects
                                                                with our shareholders. You are welcome to
of our industry. The nation is still faced with the same
                                                                contact me via phone (02) 8272 0215 or email
pre Global Financial Crisis events – inadequate savings
                                                                Marianne.Perkovic@count.com.au.
(as a nation we like to spend more than we save), and
secondly, underinsurance (we like to insure material            Thank you for allowing Count to be part of your
possessions but not our income or life). Further, we are        wealth creation journey.
supported by Australia’s compulsory superannuation
regime and the Australian financial service industry,
despite the ongoing examination and recent negative
media, is one of the world’s leaders.

We embrace industry developments that drive the cost            Marianne Perkovic
of investment down for clients and we support and stay          Managing Director and Chief Executive Officer
ahead of government and industry initiatives aimed at
simplifying the advice process. There is a lot of positive
change that will come and Count Management will
work with regulators and industry bodies to ensure
management of any change is in the right hands,
so industry participants don’t repeat mistakes and
the Financial Planning industry reputation as a whole
is improved.

Australians continue to need advice and the one stop
financial planning service Count offers means Count
Advisers can assist clients throughout their life stages
(see page 18). It is likely that industry changes will result
in some consolidation of advice providers and well
managed companies like Count, with a trusted and loyal



                                                                                                                             13
     Investment and Savings
     Count’s sound research process                                 There is an ongoing need to educate Australians about
                                                                    financial planning and seeking advice. It is never too
     Count has a well established Research Committee and            soon or too late for all ages to learn more about their
     process for selecting the investment funds and platforms       own financial security or the security of their family.
     that our Advisers can choose for their clients based on
     the suitability of their needs. The core of this process is    The last 12 months has been difficult for Advisers and
     using an external research house called van Eyk. Only          clients to understand the Global Financial Crisis and
     funds rated highly by van Eyk make it for discussion           stay motivated about investing. However over the longer
     at the monthly Count Research Committee. How has               term a disciplined approach to savings, understanding of
     Count supported our Franchisees to ensure our clients’         investment principles such as compounding and dollar
     financial future is protected?                                 cost averaging can assist with the journey of
                                                                    wealth creation.
     Superannuation                                                 As part of Investor Education initiatives, Count
     The evolution of simpler super legislation allows more         developed a national series of seminars in 2009 for
     and more Australians to act on their long term goals           advisers to assist with ongoing client education.
     as well as gain access to more efficient savings and
     Government incentives. It is also clear that Australians       Australians need 3 pools of wealthTM
     need advice and financial perspective to make their            Having money for short, medium, and long term savings
     savings go the distance in today’s society and                 pools is no longer just for the very wealthy – the 3 pools
     in the future.                                                 of wealth™ are essential for every person to meet their
     The Government is currently reviewing the                      financial goals throughout their lifetime. Count Advisers
     superannuation system under the “Cooper Review”.               are able to help clients of all ages and at all stages of life
     Count will be making a submission to this review, due by       efficiently plan ahead.
     June 2010. Professional financial advice is increasingly       Peace of mind wealth
     important in light of rising health costs, increased life
                                                                    This savings pool, ideally about six months salary, is
     expectancies, and the extent of Government pension
                                                                    easily accessible for emergencies and planned short-
     payments in the foreseeable future. Count Advisers
                                                                    term expenses, and might include Cash Management
     assist their clients on choice of super fund, investment
                                                                    Trust savings.
     selection, contributing to super, and pension payments.
     Also, Count’s unique network of financial planning             Lifestyle wealth
     accountants is a great strength to further assist clients to   This pool of wealth includes savings invested for the
     tax-effectively reach their financial goals.                   medium term, to afford lifestyle goals before retirement.
     For all of these services, Count Franchisees continue          Savings options might include managed funds, shares,
     to be premier sources of professional financial advice in      or investment properties.
     communities around the country, with superannuation            Retirement wealth
     continuing as a key savings platform for all Australians.      This is wealth to fund a secure, enjoyable, varied and
                                                                    comfortable lifestyle in retirement. This might include
     On the path to investment success                              superannuation, income streams, or self managed
     Count offers a wide range of services. With the client         super funds.
     always in mind, investment products and opportunities
                                                                    Protect all three pools of wealth!TM
     are thoroughly researched (see page 16) and include a
                                                                    Wealth protection can provide peace of mind, and could
     diverse range of asset classes, countries,
                                                                    provide benefits to maintain quality of life. Having done
     and companies.
                                                                    so much to support a client’s wealth creation, Count
     Count’s wide range of quality investment choice means          Advisers are in the best position to help protect that
     that clients are given the best opportunities to reduce        wealth as well.
     risk, smooth out and increase returns over time, and
     successfully reach their short, medium and long
     term goals.



14     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Protecting Wealth
The value of a quality advice service                          •	 Provision of strong training content at our Annual
                                                                  Conference on a wide variety of topics by accessing
Through a proactive financial planning service, Count             the resources of our Insurance partners. Additionally,
Franchisees provide their clients with the opportunity to         several Insurers also shared their facilities and
ensure they are adequately covered so that their families         resources by conducting Count-specific training days
do not have to face a serious financial shortfall in their        throughout the year; and
time of need.
                                                               •	 Franchisees who choose to outsource their wealth
As there is significant variability in the types of policies      protection service to specialists have been ably
available in the marketplace and with most clients                supported by Count Franchisees Curo Financial and
requiring guidance on their individual needs, advice              Special Risk Managers, whose services have gone
is crucial to ensure that protection decisions are                from strength-to-strength.
customised and appropriate. The wealth protection
solutions offered by Count Franchisees involve skilful
advice and access to highly-rated products which offer             A Count client story.
benefits over a wide range of health events in case of
death, disability or illness.                                      Media attention continues to focus on the Global
                                                                   Financial Crisis, however closer to home the Australian
Wealth Protection was a significant growth area for                Institute of Health & Welfare (AIHW) found that 1 in 3
our Franchisees in FY2008/09, with New Business                    working age Australians (aged 25 – 64) are managing a
increasing by 52% from $4.6m to $7.0m. The premiums                chronic disease, and that they are 60% more likely to not
                                                                   be in the labour force, when compared to people without
managed overall also increased by over 19% from
                                                                   chronic disease2.
$28.9m to $34.4m.
                                                                   These statistics are reflected in real-life experiences of
How has Count supported our                                        our Franchisees’ clients, such as Troy, his wife Slavica
Franchisees to ensure our clients’ financial                       and their three children. In 2002, Troy was working full-
                                                                   time and his family had just purchased a new home.
future is protected?                                               Soon after however, Troy was diagnosed with a malignant
This year, our commitment to support our                           brain tumour and given six months to live. He underwent
                                                                   several operations and although his condition improved,
Franchisees in delivering a quality advice service
                                                                   it was still terminal.
was demonstrated through:
                                                                   Troy visited a Count Adviser to consolidate his
•	 Becoming an official supporter of IFSA’s Lifewise               superannuation funds and, learning of his medical
   campaign1 – an industry initiative aimed at educating           history, the Adviser investigated Troy’s personal
   all Australians on the dangers of underinsurance and            insurance portfolio. Although it was too late to apply
   what they can do to change that;                                for further cover, the Adviser discovered that Troy held
                                                                   insurance through one of his super funds. This led to
•	 The release of a range of strategies in February 2009,          a claim and a successful payout to Troy and his family.
   anticipating that, given current economic conditions,
                                                                   While the payout was quite worthwhile as it has helped
   some clients may experience cashflow issues and
                                                                   his family manage their debt, it was insufficient to replace
   would require alternative solutions to their wealth             the financial contribution Troy would have made to his
   protection needs;                                               family’s ongoing needs had this difficult situation not
                                                                   occurred. This is an example of how Count Advisers
•	 Addressing the needs of our small to medium
                                                                   assist their clients.
   enterprise (SME) clients in specialist advice areas
   such as Business Succession Planning, through a
   series of webinars presented by technical experts and
                                                                 1. www.lifewise.org.au
   the release of in-house support tools;
                                                                 2. Australian Institute of Health and Welfare 2009.
                                                                    Chronic disease and participation in work.


                                                                                                                           15
     Count’s sound research process
     We cannot predict market movements, but we can rely on our sound
     research process to see us through the cycle.

     It has been a difficult year for financial markets           The aim of the van Eyk review is to identify whether
     and consequently for any products that invest into           the fund manager has a sound business and has the
     the market. Plunging sharemarkets have rocked                necessary people and processes to manage money
     superannuation balances and investor confidence,             in a disciplined and reliable manner.
     leaving many to question the value of investing. Yet
                                                                  As well as the initial van Eyk screening, Count has an
     markets move in cycles, and whilst this bear market was
                                                                  internal research committee made up from different
     deeper than any we have experienced in recent times,
                                                                  parts of the business with different skill sets and many
     it did come after several years of very strong returns,
                                                                  years of industry experience. The individuals that make
     making the adage that sharemarket investing is a long-
                                                                  up the research committee have experience in financial
     term proposition all the more important. Likewise, the
                                                                  planning, risk and compliance, business development,
     argument for diversification has been strengthened in
                                                                  investment management and technical issues. These
     recent times.
                                                                  key areas combine to make sure that we consider all
     Whilst poor returns driven by the market downturn are        facets including the regulatory world that we operate
     never a pleasant experience they are part and parcel of      in, consideration from an adviser’s perspective when
     investing and generally not avoidable. What is not an        talking and recommending products to clients and also
     ordinary part of investing and is avoidable are investment   an understanding of the investment process behind the
     failures. Investments that sound too good to be true         products that actually make it onto our APL.
     probably are, but it is not until the market turns down
                                                                  This additional level of oversight ensures that we get a
     that these types of investments come undone.
                                                                  wide, yet focussed, input into the products that Count
     Fortunately for clients invested through Count, our          advisers can ultimately recommend to clients.
     strong research process has meant that we have not
     had the likes of Westpoint, Basis Capital and Great          It’s not just the investment rating,
     Southern on our Approved Product List.                       our balanced approach to investing
     Before a product can get onto the Count APL and be
                                                                  ensures that…..
     able to be recommended to clients, it goes through           Not all clients are the same and as such we do not
     several stages.                                              adopt a one size fits all approach to investing. Different
                                                                  clients have different levels of risk tolerance and so we
     The initial stage is outsourced to an independent
                                                                  adapt product recommendations to suit. Most clients
     research consultant, van Eyk, and only those funds
                                                                  have a diversified portfolio across a number of different
     with the highest rating make it for discussion at Count’s
                                                                  asset classes and, whilst the mix between growth assets
     monthly Research Committee meetings.
                                                                  (such as equities) and defensive assets (such as cash)
     The van Eyk process aims to identify superior fund           can vary, this approach means that Count clients have
     management organisations, with particular attention          not, on the whole, been 100% exposed to falls
     paid to:                                                     in sharemarkets.

        • Business management;                                    We also adopt a cautious approach to geared
        • People and process; and                                 investing, more commonly known as margin lending,
        • Efficiency of value added.                              as we recognise that this type of investment is not for
                                                                  everyone. Whilst risk tolerance is one consideration




16     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
R E S E A R C H C O M M I T T E E : ( f r o m l e f t ) T I M S A N D E R S O N , Te c h n i c a l S e r v i c e s M a n a g e r ; M I C H A E L S P U R R , C h i e f F i n a n c i a l
O f f i c e r ; P A U L I N E M C F A R L A N E , S e n i o r E x e c u t i v e – B u s i n e s s D e v e l o p m e n t a n d M a r k e t i n g ; M A R I A LY K O U R A S , S e n i o r
Executive Compliance, Risk and Legal; DEAN BORNOR, Senior Executive – Advice; MARIANNE PERKOVIC, Chief Executive
Officer; RACHEL GRIFFITH, Senior Executive – Research and Product; MICHAEL BEER, Research and Platforms Manager




when it comes to gearing, other considerations include                                           Count’s research process through its many steps,
the age of the client and the ability to service any                                             our research committee, diversified investment
associated debt comfortably. As such, our research                                               approach and the added rules we place around certain
committee have put strict guidelines in place that need                                          investments ensure that we are best placed to ride out
to be followed by Count advisers when it comes to                                                the tough times and take advantage of the good times.
recommending a gearing strategy to clients. These
guidelines have been in place for many years and have
ensured that, through the current market downturn,
Count’s clients have not experienced the heartache and
stress that has been experienced by other investors that
were invested using more aggressive gearing strategies.

Our disciplined and transparent research
approach has held up well in difficult
market conditions.
We cannot predict the market cycle, but we do know
that every bear market ends in a bull market. The                                                                       SOLUTION
investment cycle moves on and, whilst it is easy to make
hay when the sun shines, when things turn it is not so                                                                   AHEAD
easy; as Warren Buffett once said “You only find out who
is swimming naked when the tide goes out”.




                                                                                                                                                                                           17
     The Future Counts




                                                              Relationship                 Relationship
      Young & Single            In a Relationship          With Young Children          WithAdult Children              Retired




                                                                                       • Superannuation             • Superannuation
                                                                                         strategies                   and pensions

                                                                                       • Investment                 • Managing
                                                                                         strategies                   income
                                                           • Planning and
                                                             strategies for            • Mortgage
                                 • Sustaining long term                                                             • Lifestyle
                                                             superannuation
                                   investment and                                                                     expenses
                                                                                       • Family expenses
      • First job,                 superannuation          • Children’s Education
        managing income                                                                                             • Medical
                                                                                       • Lifestyle expenses           expenses
                                 • Self-employed           • Finance – mortgage,
      • Income protection          benefits                  car, renovations          • Retirement goals
        insurance                                                                                                   • Estate planning
                                 • Finance – mortgage,     • Family expenses           • Expenses and
      • Lifestyle expenses,                                                                                         • Care and living
                                   car, renovations                                      financial care
        education, travel                                  • Investment                                               expenses
                                                                                         for children living
                                 • Income Protection         strategies                  at home
      • Setting goals                                                                                               • Government
                                   Insurance
                                                           • Government                                               support
                                                                                       • Estate planning
      • Paying rent, or          • Risk and Trauma           allowances
        saving for first home      Insurance                                           • Transition to
                                                           • Lifestyle expenses          retirement
      • Planning for future      • Government
        savings                    allowances              • Retirement goals

      • First investments,       • Lifestyle expenses      • Estate planning
        savings plans
                                 • Estate planning         • Wealth Protection




                                                          Business Owners

                                                          • Self        • Employee   • Business    • Business   • Equipment   • Succession
                                                            Managed       benefits     Insurance     loans        finance       planning
                                                            Super funds                                           & leasing     and
                                                                                                                                managing
                                                                                                                                business
                                                                                                                                risk




18   COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
“Count continues to deliver
 products and services that
 expand the way each adviser can
 service their clients – ensuring a
 full service approach in the best
 interests of each client, whatever
 their stage of life.”




                                      19
     Count Team

     The Count network is supported by Count’s head office                            to legislation and the regulatory framework, this puts
     Team. The company aims to foster a Team culture of                               Count many steps head of other groups. Their collective
     business owner minded individuals. Count’s Senior                                experience ensures we can evolve and adapt to any
     Executive Team has the responsibility of attracting,                             future changes.
     retaining and developing our Team. The company gives
     Team Members access to education, training and skills                            Future Senior Executives
     development and places importance of maintaining a
                                                                                      Succession planning is important to any organisation
     healthy work life balance. Career development is also a
                                                                                      and Count continually look to develop our talent to
     journey and we try and ensure we create opportunities
                                                                                      provide for future opportunities. We focus on developing
     for our Team to grow as the company grows.
                                                                                      paths for people starting in financial services right
                                                                                      through to developing careers in management and/
     Senior Executives
                                                                                      or specialist roles. Some current Stars on this path
     The Chairman, Barry Lambert and Chief Executive                                  are pictured below with Barry Lambert and Marianne
     Officer, Marianne Perkovic are supported by Count’s                              Perkovic. They are Shane Silver, Tim Sanderson, Michael
     Senior Executive Team. Each have their area of expertise                         Beer and John Mihail.
     and together they form Count’s leadership team. Their
     objective is to provide excellence in service and delivery
     of the operational objectives, whilst contributing to the
     company’s current strategy and future vision. Most of
     the Executive Team have been with Count for over 10
     years and have built strong long standing relationships
     with our franchisees. Further, their tenure means they
     have worked through bull and bear markets, changes




                                                                                                                    Future Senior executiveS
                                                                                             From left: Shane Silver, Michael Beer, tim Sanderson, John Mihail




                                                      Senior executiveS
               From left: Stephen Aguilera-Mendoza, rachel Griffith, Michael Spurr,
          Maria Lykouras, colin Simkin, Pauline McFarlane, Dean Bornor, tanya Sale




20     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
21
     Count’s Annual Conference
     Count’s annual conference is a premier training event in the
     financial services industry.




     This year Adelaide hosted Count’s 24th Annual            This year saw a record number of non Authorised
     Conference. The conference provides opportunities        Representative Accountants attend the dedicated
     for franchisees and the industry to network in an        accounting stream, enabling the accounting partners
     environment which over the last 12 months, more than     of franchisees to attend and learn more about financial
     ever, has demanded us to deliver high quality on-going   Advice solutions.
     education, business development and the introduction
                                                              Count’s inaugural ‘Female Financial Planner of the Year’
     of new services.
                                                              award was also presented. This award, in memory
     The conference saw over 900 delegates, representing      of the late Count Adviser, Julie Webb-Mole, will be
     over 300 franchisees from across the country have        presented at each Annual Conference going forward
     the choice from over 100 workshops, covering core        to recognise the achievements of an individual female
     areas such as Superannuation & Retirement strategies,    planner in the area of financial planning. This year’s
     Compliance, Investment, Product and Business             winner was Helga Baxter of local Adelaide firm, Crosby
     Development. Including a Political and Economic Update   Dalwood Pty Ltd. Helga joined Crosby Dalwood as
     by The Honourable Paul Keating and The Current           their dedicated Financial Planning support staff and
     State of Play within our industry presented by Deborah   decided early on that she wanted to help each client
     Koromilas, Assistant Director, Financial Services        with their individual goals. In 1997 Helga became a
     Compliance, ASIC.                                        Count Authorised Representative and in 2004 became
                                                              a Director of Crosby Dalwood, whilst during this time
                                                              becoming a mother to two sons, Jacob (9) and Harry (5).



22    COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
The Count Annual Conference attracts Australia’s
largest fund managers, service providers and prominent
industry figures.

Count’s business partners proudly support events
and training including the Annual Conference where
Franchisees can take advantage of a range of industry
specialists and networking opportunities. Likewise,
Count’s business partners take the opportunity to
network with Count’s franchisees from around the country.

As Australia’s largest independently-owned network of
financial planning accountants and not tied to a product
provider, Count is in a position to carefully consider the
best products to suit the needs of clients. Therefore
Count’s business partners are considered for their good
service, competitive pricing and overall reduced risk,
so that Count Advisers have better access to sound           From Left: Kristie-Lee Webb-Mole, Alan Webb-Mole, Helga Baxter,
                                                                                                       Alexander Webb-Mole
investment products for their clients as well as long
term and stable services to keep their businesses
running smoothly.


                                                                                                                               23
      2008/09 has seen:

      A combination of the Federal Government doubling                                                               Financial Planner or Lawyer. This is the market in
      the first home owners grant for existing dwellings and                                                         which finconnect sits.
      trebling for newly built homes;
                                                                                                                     finconnect membership continues to grow across
      The Reserve Bank of Australia lowering the cash interest                                                       Australia due to its wide range of lending and finance
      rate to a 49-year low of 3% in a bid to cushion the                                                            solutions and its market position in the professional
      economy from the global economic downturn;                                                                     sector. As a wholly owned subsidiary of Count,
      Lenders withdrawing from the market;                                                                           finconnect distinguishes itself from many finance
                                                                                                                     providers by its strong parent and maintains its
      The tightening of lending policies; and
                                                                                                                     independence by not being tied to any loan provider
      Contraction of the commercial market due to lack                                                               or product.
      of available funding.
                                                                                                                     In February 2009 finconnect was a winner in the
      It would be fair to say that the last twelve months has                                                        category ‘Wholesaler/Originator Aggregator of the Year’,
      been seen challenging times in the lending industry.                                                           at the MFAA 2009 Excellence Awards. A testament to
      What all of this provides to our Members is an                                                                 our Members and Lending Managers.
      opportunity – an opportunity for the professional sector                                                       So what does the next twelve months hold? The big four
      to really make their mark in the lending arena.                                                                banks will continue to dominate for the time being but
      All loans outstanding                                                                                          the tide will eventually turn and there will be other players
                                                                                                                     in the market to ensure competition is alive and healthy;
                      5
                                                                                                                     our Members’ businesses will have weathered the storm
                      4                                                                                              and grown in a market where others have failed.
     $billions (pa)




                      3


                      2


                      1


                      0
                           Jun 00


                                    Jun 01


                                             Jun 02


                                                      Jun 03


                                                               Jun 04


                                                                        Jun 05


                                                                                 Jun 06


                                                                                          Jun 07


                                                                                                   Jun 08


                                                                                                            Jun 09




      There has been an exodus of mortgage brokers from
      the industry which clearly indicated that they did not
      have the necessary structures in the business to sustain
      a downturn. This is contrasted with the Franchisees
      of Count and finconnect who, as a whole, have
      appreciated the value of having a wider customer service
      offering for some time by having in place additional
      income streams other than their core business.

      More and more of the general public will turn to those
      they trust in this environment such as their Accountant,                                                                                      From left: Marianne Perkovic, tanya Sale,
                                                                                                                                                                              Barry Lambert



24                    COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
“As well as strengthening
 Count’s existing lending
 services, finconnect’s
 objective is to offer an
 exceptional opportunity
 for both finconnect and
 Count Franchisees to
 expand their businesses
 and provide new levels of
 service to clients.”
- Tanya Sale, finconnect General Manager




                                           25
     “Countplus provides the opportunity for Principals to unlock the value
      of their business, share best practice and aggregation benefits whilst
      maintaining their branding and management control. It also provides an
      ongoing incentive scheme for Principals and employees to act and think
      like business owners, thereby ensuring their loyalty and commitment to
      the business over the long term”
     – Jeremy Wardell, Chief Executive Officer, Countplus



     Countplus™ is a professional services firm aggregator            To date Countplus has acquired a minimum of 25% in 12
     seeking to acquire primarily accounting firms to list on         accounting/financial planning businesses with combined
     the ASX via Countplus and to evolve into a best practice         revenues of $45M. It has an option to acquire the
     accounting and wealth advice network.                            balance of their equity for Countplus shares on agreed
                                                                      terms from 1 July 2010 prior to listing the business.
     The Countplus business model is unique because it                Five tuck-ins have also been completed by investees.
     is based on a staged buy-out process pre-listing, the
     structure of which provides incentives for profitable            Countplus Listing
     growth while minimising business and integration                 Countplus expects to list at the end of 2010 with around
     risks. From a wealth creation perspective Countplus              20 fully owned businesses. Once we have secured the
     provides a mechanism for Principals to obtain a listed           20 firms we will then concentrate on the listing before
     market valuation of their business by participating in the       resuming our targeted acquisition strategy and building
     expected value uplift when Countplus lists.                      an accounting franchise.

     Importantly Principals retain day to day management              The IPO is expected to raise $15-$20M and it is
     responsibilities and firm branding as well as benefiting         proposed that existing Count shareholders will receive an
     from an ongoing incentive scheme post listing that               entitlement to take up all the shares in the public offering.
     rewards both Principals and employees.                           Count will underwrite the IPO and remain Countplus’
                                                                      largest shareholder post listing and Count will endeavor
     This model is unlike the accounting consolidators who
                                                                      to use its resources to ensure Countplus is a success.
     have gone before who appear to have been focussed
     on size and merging of businesses. Countplus is                  The graph below depicts actual cumulative NPAT against deemed
                                                                      purchased NPAT for businesses that have been investees of Countplus
     about quality and not size and post listing will resume          for the full 2009 financial year.
     controlled growth largely financed by the IPO and
                                                                   Countplus Group Cumulative Earnings 2009
     retained earnings. In the early years Countplus will aim
                                                                                   5
     to purchase 5%-10% pa EPS growth. Organic growth
     should average around 10% pa giving a targeted EPS                            4
     average growth of 15+% pa plus fully franked dividends.
                                                                  $millions (pa)




                                                                                   3

     The Global Financial Crisis has delayed some investee
                                                                                   2
     recruitment over the 08/09 financial year, however, we
     have a good pipeline of quality accounting and financial                      1

     services firms that will settle over the coming months                        0
     and more acquisitions will be made in early 2010.
                                                                                       Jul 08

                                                                                                 Aug 08

                                                                                                          Sept 08

                                                                                                                    Oct 08

                                                                                                                             Nov 08

                                                                                                                                      Dec 08

                                                                                                                                               Jan 09

                                                                                                                                                        Feb 09

                                                                                                                                                                 Mar 09

                                                                                                                                                                          Apr 09

                                                                                                                                                                                   May 09

                                                                                                                                                                                            Jun 09




                                                                                                Purchased NPAT
                                                                                                NPAT FY09
                                                                                                (NPAT = Net Profit after Tax before Amortisation)


26     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
C O U N T P L U S T E A M A N d B O A R d : ( f r o m l e f t ) B A R R Y L A M B E R T, C h a i r m a n ; L I N H T R U O N G , A c q u i s i t i o n s M a n a g e r ;
MARIANNE PERKOVIC, Director; JEREMY WARDELL, Chief Executive Officer; MICHAEL SPURR, Director;
S O P H I E T E A , B u s i n e s s A n a l y s t ; C A R E S S A N D R E W S , C o m p a n y S e c r e t a r y.




A brief summary of investee firms and their relative percentage contribution to Countplus budgeted EBIT
for the 2009/2010 financial year.

                         Lawrence Business Management – Perth                     WA                                 Mogg Osborne – Regional                               VIC
                         The Principals of this corporatised accounting                                              Located in regional Victoria at the centre
                         business are dedicated to providing a                                                       of Australia’s “food bowl”, the firm’s many
                         holistic solution for their clients that includes                                           strengths include its established client
                         accounting, financial planning, lending                                                     relationships, its strong commitment to the
                         and legal services.                                                                         local community and the value added services
                         Acquired 30 Nov 07                                       19%                                it provides.
                                                                                                                     Acquired 1 Jul 08                                     5%
                         The MBA Partnership – Gold Coast                         QLD
                                                                                               Crosby DalwooD & Co
                         Managed by a young Principal group, this                                                    Crosby Dalwood – Adelaide                         SA
                         business offers an extensive range of services                                              This long established accounting business has
                         to help SMEs and taxpayers with all their                                                   one of the highest financial planning penetration
                         financial needs including accounting,                                                       levels relative to accounting services compared
                         taxation, corporate advisory and financial                                                  to other Countplus investees.
                         planning services.                                                                          Acquired 2 Sep 08                                 4%
                         Acquired 30 Nov 07                                       6%
                                                                                                                     Cooper Reeves – Brisbane                          QLD
                         HMA Twomey Patterson – Regional                          NSW                                A new Count franchisee with four experienced
                         Servicing regional areas across south western                                               principals one of whom is a main Board Director
                         NSW, this 5 office practice has operated for                                                of CPA Australia. Cooper Reeves’ client mix
                         over 50 years and has built long term client                                                is reflective of its transport hub location which
                         relationships and enjoys a high level of
                                                                                                                     includes manufacturing as well as the retail and
                         market penetration.
                                                                                                                     professional sectors.
                         Acquired 31 Jan 08                                       8%
                                                                                                                     Acquired 1 Nov 08                                 7%
                         Bentleys – Perth                                WA
                         The quality of this firm has been recognised                                                MBT Accounting Services – Sydney                 NSW
                         by it being granted the exclusive Bentleys                                                  This well established accounting and financial
                         license for WA which has opened up additional                                               planning business has a client mix that includes
                         networks and referral sources for the business.                                             Australian branches or subsidiaries of multi-
                         Acquired 29 Feb 08                              10%                                         national corporations, SMEs, business owners
                                                                                                                     and high net wealth individuals.
                         Beames and Associates – Canberra                         ACT                                Acquired 1 Jul 09                                9%
                         Highly competitive and driven, the Principals
                         of this business are well regarded in the ACT                                               Evolution – Newcastle                          NSW
                         for their consulting advice and the tailoring                                               This four Principal firm has bedded down a
                         of innovative expansion and wealth creation                                                 merger of two firms and is now located in new
                         strategies for their diverse range of clients.                                              premises in a new industrial area within 15
                         Acquired 31 Mar 08                                       7%                                 kilometres of Newcastle in the burgeoning Lake
                         Specialised Business Solutions – Brisbane       QLD                                         Macquarie district.
                         Centrally located in Brisbane, the business has                                             Acquired 31 Jul 09                             6%
                         a strong commitment to client service and best
                                                                                                                     Robson – Gosford                                      NSW
                         practice. Since joining the Countplus group,
                                                                                                                     This two Principal firm is located at Gosford
                         this business has leveraged its internet-based
                                                                                                                     on the Central Coast between Sydney and
                         best practice services to approximately 200
                         firms via the “Count GPS” service which it has                                              Newcastle. It has a best practice focus and
                         developed in a joint venture with                                                           is well established in this growth area on the
                         Count Financial.                                                                            outskirts of Australia’s largest city.
                         Acquired 30 Apr 08                              13%                                         Acquired 31 Aug 09                                    6%



                                                                                                                                                                                 27
     “We have used CountGPS to improve/re-engineer some processes as
      we are always looking at better ways/more profitable ways of delivering
      new initiatives to our clients.”


     CountGPS is an internet based system of advanced
     resources created for Accounting Firms to help them
     grow their revenue, systemise their procedures and
     reduce Partners’ and Directors’ workloads. The result
     from using CountGPS is an increase in efficiency and an
     improvement in the service provided to clients.

     CountGPS is a 50/50 joint venture between Count
     Financial Ltd and Specialised Business Solutions Pty Ltd
     (SBS). SBS, a two Partner Accounting Firm with 24 team
     members located in Brisbane, Queensland, has been
     operating for over 19 years.

     Included in the CountGPS system are the best available
     document precedents, letters, reports, worksheets,                              From left: timothy Munro, Barry Lambert, Marianne Perkovic
     and work processes, along with our exclusive ‘Client
     Advice Wizards’. Using CountGPS, an Accountant can
     generate Trust Deeds, Shelf Companies, Wills, Loan
                                                                      manuals is available for self-paced learning about
     Agreements and Confidentiality Agreements using
                                                                      the entire CountGPS system and website, enabling
     a simple, step by step online process. In addition,
                                                                      Accountants and their team members to become
     reports can be produced for clients outlining the most
                                                                      familiar with the system and implement new processes
     appropriate business structures for them and up to date
                                                                      and procedures in a manner suitable for their firm.
     estate planning advice. These are just a selection of
     services Accountants can provide their clients using the         CountGPS and Acclipse Limited (Acclipse) have recently
     CountGPS system.                                                 entered into a technology partnership to further assist
                                                                      CountGPS users to grow their revenue while managing
     All legal documents generated using the CountGPS
                                                                      workflows and reducing workloads. Acclipse have over
     system are ratified and signed off by Cleary Hoare
                                                                      1,000 practices using their software across Australia and
     Solicitors. In this way, clients can be assured they have
                                                                      New Zealand.
     been provided with high quality advice without leaving
     their Accountant’s office. In the instance where further         CountGPS have also entered into a marketing
     legal advice is required, CountGPS users have free               agreement with Xero, an internet-based accounting
     access to Cleary Hoare Solicitors.                               system which has the potential to revolutionise
                                                                      accounting for small businesses and therefore the way
     The exclusive processes in CountGPS allow Accounting
                                                                      accountants do business.
     Firm owners to effectively delegate high-value work to
     junior team members with the confidence that they will           More than 125 Accounting Firms across Australia are
     get it right, the first time. A complete series of 19 training   now using CountGPS!



28     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
A year to survive and thrive
“In the long term interests of our clients and our business, Count helps
 us offer all of this to our clients, plus opportunities for more.”

In 1998 Lawrence Business Management (LBM) became            The team have continued to deliver strong results
a Franchisee of Count with the vision to be able to          and have positioned themselves as one of the most
provide the one stop full financial service to clients.      successful Franchisees with the network, ranking within
                                                             Count’s Top 10 Franchisees nationally. The business
11 years later, with three offices in the suburbs of Perth   joined Countplus in November 2007.
and Fremantle, Western Australia, this dynamic business
provides a total business solution for their clients that
includes accounting, financial planning and
legal services.

The economic downturn of 2008 forced many practices
to take a good look at how they delivered financial
services to their clients. However, with an enthusiastic,
dedicated team and a multi-disciplinary approach to
financial planning, Lawrence Business Management
survived and thrived. The firm has used their solid
relationship with all clients to work through a difficult
market cycle.

The ability to deliver quality advice across a broad
spectrum of areas such as wealth protection,
superannuation, investments and finance, means the
team at Lawrence Business Management service the
needs of their clients as each grows through their
personal life cycle.




                                                                             LAWrence BuSineSS MAnAGeMent
                                                                                   FinAnciAL PLAnninG teAM




                                                                         Left: SMOKIN’ JOE LAWRENCE,
                                                                         Founder and Principal of
                                                                         Lawrence Business Management,
                                             SMoKin’ Joe LAWrence        packing a punch at a
                                                                         Corporate Charity event
                                                                         that raised $300,000.




                                                                                                                       29
     Our Franchisees
     Members of the highest quality. Advisers you can count on!
     “With our outstanding value proposition, we are the perfect
      fit for high quality professional accounting firms”
     – Colin Simkin, Senior Executive National Network Development



     Our Franchisees: Evolution Wealth
     Evolution Business & Personal Advisers is a Chartered
     accounting practice and a leader in the provision of
     accounting, advisory and financial services to Lake
     Macquarie, Newcastle and the Hunter region generally.

     Evolution Business and Personal Advisers was born from
     the merger of two longstanding Chartered Accounting
     firms, Sefton & Loudon and O’Shea Glover. The two
     firms, with combined experience of nearly 150 years,
     were renowned for providing high quality accounting,
     taxation and business advisory services to clients in a
     personal manner. The impetus behind the creation of
     Evolution, was to develop services that will be of value
     to clients across their business, professional and
     personal lifecycles.
                                                                                 evoLution WeALtH teAM
     The firm joined Count in 1993 enabling them to provide
     a broad range of financial planning services to meet
     their client’s growing needs. As a long standing and
     highly successful Franchisee, this firm’s achievements
     have been recognised as a recipient of the Award of
     Excellence every year since 2000.



     “The association Evolution has
      with Count is imperative to our
      business. It allows us to deliver
      high quality financial services
      as part of our lifecycle based
      approach that we use with
      our clients.”
                                                                                evoLution’S neW PreMiSeS
      – Warren Hodgson, Partner, Evolution Wealth




30     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Our Franchisees: Cooper Reeves
Established in 1989 by Paul Cooper, a former
Queensland President of CPA Australia, the firm
expanded the accounting business to include David
Reeves as a director in May 1997 to form Cooper
Reeves. Since then three other directors, Peter Malanos,
Nathan Manning and Sarah Smith have come on board
as fellow directors.

Cooper Reeves is a professional Brisbane accounting
firm which has been providing business taxation,
consulting, accounting and financial planning services
to local, national and international businesses.

In October 2008, Cooper Reeves joined Count, having
moved from another dealer group. In addition to joining
Count, the firm has also become part of Countplus.         tHe cooPer reeveS teAM


 “Our strong Business Services
  background allows us to offer
  highly personalised financial
  advice, providing clients with
  value added solutions to meet
  their needs and objectives”.
  – Paul Cooper, Director, Cooper Reeves




                                                                                    31
     Giving back to the community
     The Count Charitable Foundation (CCF) was founded
     in 2004 and has donated over $2 million to a wide
     range of charities across Australia and overseas.

     The CCF’s objectives are to:                                  Our initiatives in 2008/09

     • Accumulate capital, now over $6.3 million, to allow         The Australian Red Cross Victorian Bushfire Appeal;
       us to increase the amount of donations we make              The Community Enterprise Foundation (Russell Crowe,
       over time;                                                  Luc Longley & Coffs Harbour Council Victorian Bushfire
                                                                   Appeal); Salvation Army, Mission Australia, The Smith
     • Provide an easy and accessible way for Count
                                                                   Family, Youth off the Streets, Arrow Bone Marrow
       staff, advisers and clients to realise their charitable
                                                                   Transplant Foundation and Social Ventures Australia
       intentions; and,
                                                                   received some of CCF’s larger donations for the financial
     • Encourage philanthropy in Australia and across the          year. The wider Count Network and Count team showed
       wider community.                                            their support for the Prostate Cancer Foundation’s
     All Count Franchisees and Count team who opt to               Movember and the Cancer Council’s Australia’s Biggest
     donate to the CCF regularly are eligible to recommend         Morning Tea.
     the charities of their choice for consideration by the CCF.   The CCF Advisory Committee, including 3 adviser
     Therefore, with the help of the CCF, Count Franchisees        representatives from the Count network, meets to
     and Count team can continue to support their local            recommend distribution of capital. Count Franchisees
     charities or causes.                                          and Count team who contribute regularly to the
                                                                   CCF are eligible to put forward charities and causes
     Donation strategy                                             for consideration.

                                                                   Many Count Franchisees and Count team remain active
     The CCF Board reviews each charity’s last audited             in fundraising and volunteering in their communities as
     financial statements and review what percentage of their      well as donating on a regular basis so that CCF initiatives
     revenue actually reaches the people or cause that they        can continue successfully. We thank everyone for your
     were established to support. This helps the CCF Board         continued support.
     identify charities most worthy of its support.
                                                                   $3,000,000
     Support is provided on a national level and for the                                                                        $2,255,183
                                                                   $2,000,000                                      $1,740,663
     interests of Australians and other people, with a donation
                                                                                                      $1,036,725
                                                                   $1,000,000
     strategy outlined on the following areas:
                                                                    $900,000
     •   Health/Medical Research and prevention
     •   Welfare Groups                                             $800,000

     •   Education for prevention of anti social behaviour          $700,000

     •   Natural Disasters                                          $600,000               $597,420

     •   Environment preservation and protection
                                                                    $500,000
     •   Overseas Aid/Charities
                                                                    $400,000

                                                                    $300,000

                                                                    $200,000    $186,000


                                                                    $100,000



                                                                          $0
                                                                                2004/05    2005/06     2006/07      2007/08      2008/09



32       COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Community Counts
Health/Medical Research and Prevention

Supporting Movember across the Count network
Movember is a regular event at Count Head Office, with more and
more Count Franchisees taking part every year to raise funds and
awareness for men’s health including prostate cancer and depression.

In November 2008, the CCF supported the Movember Foundation
with $20,000.


Count Turns Pink for the Cancer Council
In support of the Cancer Council’s Pink Ribbon Day in October 2008,
the CCF donated $20,000 in aid
of research toward a cure for Breast Cancer and in
support of those families who have been touched by
the disease.


                 Count treks Kokoda for the Heart Foundation
                 In October 2008 five Count team members tackled the
                 gruelling 96km Kokoda Track to raise money for the
                 Heart Foundation. Australia lost more than 600 Australian
                 soldiers in the Kokoda campaign in 1942. Today
cardiovascular disease claims 48,000 Australian lives every year or
one person every 10 minutes.

The CCF donated $15,000 to the Heart Foundation and a further
$3,000 was raised by the trekkers.

“My dad had a triple bypass operation
 which really made me realise how
 important it is to take care of your heart.
 By taking on this challenge I am not only
 improving my own health, but also raising
 vital funds to help the Heart Foundation
 continue their life-saving work” – Vikash Prasad
Cancer Council of NSW –
Australia’s Biggest Morning Tea $10,000
Cancer Council of NSW works to undertake and fund cancer research; prevent and control cancer and provide
information and support for people affected by cancer.

The Count Team joined in the activities of a “Mad Hatters Tea Party” to raise funds for the Australia’s Biggest Morning Tea
in May 2009. Noel Davis, Chairman of CCF presented a cheque for $10,000 to Cancer Council of NSW.




                                                                                                                              33
     Community Counts (continued)



     Natural Disasters                                              involved. The competition culminated in an exhibition of
                                                                    the student’s work at Count’s Head Office in the foyer of
                                                                    the building near Circular Quay.

                                                                    The Foundation will continue to assist disadvantaged
     CCF donated $50,000 to the Channel 9 Telethon                  young people to achieve their goals by supporting Youth
     Victorian Bushfire Appeal                                      Off The Streets with a further $20,000 in support over
                                                                    the next two years.
     CCF also donated $50,000 to The Community
     Enterprise Foundation which joined contributions from
     Russell Crowe, Luc Longley (from WA who played for the         Welfare
     Chicago Bulls), Coffs Harbour City Council, businesses
     and individuals from the Coffs Harbour region and from
                                                                                 The CCF donated $40,000 to the
     around Australia.
                                                                                 Salvation Army Red Shield Appeal
     The funds will be applied towards building a 200 seat                       which is used to assist people in need in
     theatre in the new Marysville township. This will give the                  Australia regardless of their nationality, race,
     town and surrounding district a facility that it did not       belief, sexuality, ability or behaviour. This includes those
     have before the fires, and it will also create a focal point   who are homeless; those who suffer domestic violence
     for drawing visitors and tourists for many years to come.      and families who struggle with the weekly budget.
                                                                    Funds raised also support programmes like drug and
                                                                    alcohol programmes, family housing programmes and
     Behavioural Education                                          women’s refuges.

                                                                                            The Smith Family –
                                                                                            Financial Literacy Program
                                                                                            $20,000
                                                                                            The Count Charitable
     Youth off the Streets                                                                  Foundation’s support has
     $10,000 – Arts Program                                                                 contributed to the delivery of The
     The CCF recognises the                                                  Smith Family’s Financial Literacy program across
     therapeutic benefits that                                               Australia, providing positive outcomes for over a
     creative stimulation can                                                thousand disadvantaged children and more than
     bring to young people who                                                                                 300 families in
     are overcoming traumatic                                                                                  2008/2009.
     circumstances. The
     Foundation has supported
     the Youth Off The Streets Art Therapy Program by
     contributing a $10,000 grant to provide art materials and
     education for homeless and disadvantaged teenagers
     who are accessing the charity’s schools.

     The Foundation also facilitated an art competition
     to celebrate the achievements of the young people




34     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
                 Mission Australia –                        Overseas Aid
                 Triple Care Farm $10,000
                   Triple Care Farm is a residential        Opportunity International $10,000 together with
                   program assisting young people           $10,000 to be matched by Perpetual Investments
                   aged 16-21 at extreme risk whose         Micro-finance is a sustainable, scaleable poverty
relationship with their family and other support networks   alleviation response.
has broken down. Triple Care Farm covers 45 hectares
of farmland, offering up to 18 young people at a time the   CCF and Perpetual donated a total of $20,000
chance to develop emotionally, socially and vocationally    to Opportunity International’s – Sharada
in a safe and secure environment.                           Micro-Finance Program

                                                            The funds Opportunity International receives is lent to
                                                            clients as loans. The success of the clients creates
                                                            a ripple effect – benefiting the lives of clients’ family
                                                            members and communities. As clients invest their
                                                            loans into expanding their businesses, many will go
                                                            on to employ members of their families and the
                                                            local community




Environment

Australian Conservation Foundation –
Murray/Darling Basin Program $20,000
For over 42 years The Australian Conservation
Foundation has been a strong voice for the
environment, promoting solutions through research,
consultation, education and working with the
community, business and government to protect,
restore and sustain our environment.

The Australian Conservation Foundation is working
towards returning the Murray River back to its natural
state and to ensure the future of natural water systems
everywhere by pushing for a National Wetlands Initiative.




                                                                                                                        35
     Board Profiles




                   BARRY MARTIN LAMBERT                                    MARIANNE PERKOVIC                                  NOEL ALBERT DAVIS                        JOYCELYN CHERYL MORTON


     F C PA , S F F i n                                 B.Ec, MBA                                          LLB, AAII                                            B . E c , F C PA , F C A , F C I S
     Executive Chairman                                 M a n a g i n g D i r e c t o r, C h i e f         Non-Executive Director                               Non-Executive Director
     Member of the Board                                Executive Officer                                  Chair of the Board Risk and                          Chair of the Board Audit
     Remuneration Committee                             Member of the Board                                Compliance Committee                                 Committee
     Member of the Board Risk and                       Remuneration Committee                             Member of the Board Audit                            Member of the Board Risk and
     Compliance Committee                               Member of the Board Risk and                       Committee                                            Compliance Committee
     Director of Count Pty Ltd                          Compliance Committee                               C h a i r o f C o u n t P t y L t d ( Tr u s t e e
     ( Tr u s t e e o f C o u n t C h a r i t a b l e   Director of Count Pty Ltd                          of Count Charitable Foundation)                      Joycelyn Morton is a Fellow of CPA
     Foundation)                                        ( Tr u s t e e o f C o u n t C h a r i t a b l e                                                        Australia, the Chartered Institute of
                                                        Foundation)                                        Noel Davis is a Barrister practising                 Company Secretaries in Australia
     Barry is a Fellow of CPA Australia                 Chair of Count Charitable                          in Sydney and has practised in                       and the Institute of Chartered
     and a Senior Fellow of FINSIA.                     Foundation Advisory Board                          superannuation, life insurance and                   Accountants in Australia.
     Barry Lambert established Count in                 Marianne has been an Executive                     tax for in excess of 30 years. He is
                                                                                                           a former partner of legal firms Hunt                 Joycelyn’s extensive career spans
     1980. Prior to establishing Count,                 Director of Count Financial Limited
                                                                                                           & Hunt and Clayton Utz and was                       more than 28 years:
     Barry worked for 19 years within the               since March 2004 and was
     Commonwealth Bank of Australia                     appointed Chief Executive Officer                  formerly a consultant to Mallesons                   ●●   2002-2005 Vice President –
     including CBFC. Barry was a                        on 21 August 2006. At the time                     Stephen Jaques.
                                                                                                                                                                     Accounting Services, Shell
     Founding Director of the industry                  of her appointment Marianne was
                                                                              Noel is a part-time member of                                                          International BV
     body ASIFA (since merged to                        reported to be the youngest female
                                                                              the Superannuation Complaints          ●● 1998-2002 General Manager
     become the FPA) in 1982, and was                   CEO of a publicly listed company.
                                                                              Tribunal. He is a Director of             – Taxation & Country Finance
     elected NSW President in 1985 and                                        Trust Company Superannuation              Lead, The Shell Company of
                                          Marianne has over 15 years
     National President of ASIFA in 1988.                                     Services Limited and Chair of             Australia
                                          experience within the financial
     He is also Director of Count Finance services industry, with a strong    its audit, risk and compliance         ●● 1987–1998 Group Taxation

     Pty Ltd, CountGPS Pty Ltd, Count     superannuation and estate planning committee. He is also a Director           Manager, Woolworths Limited
     Legal Pty Ltd, Countplus Pty         background. This year is her 11th   of Pillar Administration, which
                                                                                                                     ●● 1980–1987 Audit and Taxation
     Limited Equity Loan Broking Pty      year with Count.                    administers the NSW Government
                                                                              superannuation schemes and some           Divisions, Coopers & Lybrand.
     Ltd, Equity Structured Products Pty
                                          Marianne has a Bachelor of          private sector funds, and chair of its In November 2005 Joycelyn
     Ltd and finconnect (australia) pty
                                          Economics with a Business Law       compliance committee.                  was elected to the Board of
     ltd. The above are all subsidiaries
                                          major from Macquarie University                                            the International Federation of
     of Count Financial Limited.                                              Noel is Author of “The Law of
                                          and an MBA from Macquarie                                                  Accountants, representing both
     He is also a Director of various     Graduate School of Management.      Superannuation in Australia”, a
                                                                              loose-leaf book and editor of the      CPA Australia and the Institute of
     companies that Count has minor                                                                                  Chartered Accountants in Australia.
                                          Marianne is a Director of Count Pty Australian Superannuation Law
     direct or indirect shareholdings in,                                                                            She is a member of the Planning
                                          Ltd (Trustee of Count Charitable    Bulletin.
     including the subsidiary companies                                                                              and Finance Committee and also
                                          Foundation), Count Finance Pty Ltd,
     of Countplus.                                                            Noel was appointed a Non-              the Regulatory Liaison Group.
                                          CountGPS Pty Ltd, Count Legal
                                          Pty Ltd, Countplus Pty Limited,     Executive Director on 13 February
                                                                                                                     Joycelyn was National President
                                          Count Property Pty Ltd, Compound 2006. He is also a Non-Executive
                                          Investments Limited, Equity Loan    Director of Compound Investments for CPA Australia in 2000 and has
                                                                              Limited.                               served on many other committees
                                          Broking Pty Ltd, Equity Structured                                         and councils.
                                          Products Pty Ltd and finconnect
                                          (australia) pty ltd. The above are                                         Joycelyn is a non-executive Director
                                          all subsidiaries of Count Financial                                        of Noni B Limited, retail fashion
                                          Limited.                                                                   group and chairs the company’s
                                                                                                                     Audit and Risk Management
                                          Count is a member of The                                                   Committee.
                                          Investment and Financial Services
                                          Association Limited (IFSA) and is                                          Joycelyn was appointed a Non-
                                          represented by Marianne on the                                             Executive Director on 18 April
                                          IFSA, Financial Advisory Network                                           2006. She is also a Non-Executive
                                          Board Committee. This ensures                                              Director of Compound Investments
                                          that Count stays ahead of Industry                                         Limited.
                                          issues and is included in any
                                          debate, provides feedback to the
                                          Government and the Regulators as
                                          part of a bigger group to shape
                                          the Industry.



36      COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
       ANDREW WILLIAM GEDDES                             ALDEN JON HALSE                        RACHEL GRIFFITH               CARESS TERESA ANDREWS


B.Com, Dip.Fin.Mgnt, M.Ec,               CA                                     B.Ec, M.EC, FFin, Grad.Dip.            Deputy Company Secretary
F C PA , FA I C D                        Non-Executive Director                 AppCorpGov                             Member of the Count Charitable
Non-Executive Director          Member of the Board Audit                       Company Secretary                      Foundation Advisory Board
Chair of the Board Remuneration Committee                                       Senior Executive - Research &
Committee                                                                       Product                                Caress joined Count in 2000 as
Member of the Board Audit                Alden Halse is a Chartered             Chief Audit Executive for              Executive Assistant to the Chair
Committee                                Accountant and since July 1989 has     Internal Audit                         & Managing Director and Annual
                                         been a partner and senior member       Member of the Count Charitable         Conference Manager. Prior to
Andrew Geddes has specialised                                                   Foundation Advisory Board
                                         of national Chartered Accounting                                              joining Count Caress worked for
in professional service firm
                                         firm, Ferrier Hodgson.                                                        a number of organisations in the
management and development                                                      Rachel joined Count in 1999 as
                                                                                                                       accounting, property and finance
for over 30 years and has worked         Alden is registered as an Official     the Research Manager. Prior to
                                                                                                                       industries.
with accountants and their clients       Liquidator, Company Auditor and        joining Count, Rachel worked for
creating one of Australia’s most         Trustee in bankruptcy.                 a number of organisations in the       Caress was officially appointed
successful business consulting and                                              finance industry in the fixed income   Deputy Company Secretary for
                                         Alden has lectured and written         area and funds management. As          Count Financial Limited on 30
training companies, FMRC Smithink
                                         extensively about Directors’ duties,   the Research Manager, Rachel’s         June 2006. She is also Company
in Sydney, NSW. He now works
                                         corporate governance issues and        role is to ensure that the products    Secretary of Countplus Pty Limited
with larger multi-discipline practices
                                         corporate and personal insolvency      recommended by Count advisers          and Equity Loan Broking Pty Ltd.
as a strategic development
                                         issues.                                are good, solid investments that
specialist on their management
boards.                                                                         pass Count’s stringent research
                                         Alden is an Associate Member
                                                                                process. In March 2006 Rachel
                                         of the Institute of Chartered
Andrew is Chair of Greencross                                                   also took on the role of managing
                                         Accountants, The Insolvency
Limited, a listed veterinary                                                    the product area, which is
                                         Practitioners Association of
service company.                                                                responsible for overseeing wealth
                                         Australia, The Australian Institute
                                                                                protection and platforms that are
Andrew was appointed a Non-              of Credit Management and The
                                                                                used by Count Franchisees.
Executive Director on 15 August          Australian Institute of Company
2000. He is also a Non-Executive         Directors.                           Rachel was officially appointed
Director of Compound Investments                                              Company Secretary for Count
                                         Alden is a member of Council and
Limited.                                                                      Financial Limited on 30 June
                                         President of the Royal Automobile
                                                                              2006. She is also Company
                                         Club of WA (Inc) and is a Non-
                                                                              Secretary of Count Pty Ltd, the
                                         Executive Director of the ASX-listed
                                                                              Trustee of the Count Charitable
                                         IMF (Australia) Ltd.
                                                                              Foundation, finconnect (australia)
                                         Alden is also Non-Executive Chair    pty ltd, Compound Investments
                                         of RAC Insurance, a large home and Limited, Count Property Pty Ltd and
                                         motor insurer in Western Australia.  CountGPS Pty. Ltd.

                                         Alden was appointed a Non-
                                         Executive Director on 15 August
                                         2000. He is also a Non-Executive
                                         Director of Compound Investments
                                         Limited.




                                                                                                                                                            37
     Risk Report
     Risks are an inherent part of any business and Count has focused on maximising opportunities while, at
     the same time, identifying potential risks so that they can be assessed, monitored and, where possible,
     managed on an ongoing basis.

     Operating in a highly regulated industry and with its Australia-wide network of advisers providing financial
     services through their independently owned practices, Count is proactive in identifying and addressing the
     various potential operational, financial and business risks that may arise.

     Some risks, such as the maintenance of the good conduct and skill of Count’s adviser network and the
     protection of its financial, human and intellectual property resources are the particular focus of Count’s risk
     management function as they can be monitored and, to varying degrees, controlled. Other risks, such as
     market fluctuations, disasters and political or regulatory issues, are external and are largely beyond Count’s
     control. Nevertheless their potential impact must be assessed and managed to the extent possible.

     Count Risk and Compliance Committee
     Oversight of material business risks is a core function of the Count Board. To assist the Board in discharging this function there is a
     Board Risk and Compliance Committee and documented risk management procedures in place for all identified risks. The Risk and
     Compliance Committee includes two Non-executive Directors - Noel Davis (Chairman of the Committee) and Joycelyn Morton and two
     Executive Directors, Barry Lambert and Marianne Perkovic. Its function is to:
         ●●   Enable the staff involved in compliance and risk management to report directly to the Board, via the Committee;
         ●●   Monitor and review the Company’s identification and management of its risks and the procedures to minimise those risks;
         ●●   Ensure compliance with ASIC and ASX requirements in relation to risk management as well as adherence to the Australian
              Standard on Risk Management AS/NZS 4360 (2004);
         ●●   Monitor the Company’s compliance with the law, the contracts it has entered into, and best practices; and

         ●●   Report to the Board on significant compliance and risk management issues.

     The management of business risks and the macro measures that have been put in place are reviewed on a regular basis at senior
     management, Committee and Board level. The Committee meets five to six times a year to review various risk reports and issues. At
     each subsequent Board Meeting, the Risk and Compliance Committee Chairman’s Report is a formal agenda item. Risk management
     is also included in all business reports. This enables the directors to have a consolidated overview of risk while also ensuring their
     adherence to corporate governance requirements and transparency.


     Documented risk management and compliance procedures
     Count has documented processes for:

         ●●   Managing regulatory and statutory issues, including compliance with the Corporations Law and other financial services laws,
              corporate governance requirements and codes of conduct;
         ●●   Managing financial and human resources and maintaining required standards of competency, skills and conduct of Count’s
              responsible managers and representatives;
         ●●   Protection of information technology and other intellectual property;
         ●●   Disaster recovery;
         ●●   Dispute resolution, compensation arrangements and insurance.

     Using the combination of likelihood and consequence to find what is referred to as the “Residual Risk rating”, the identification of the
     major risks is facilitated by a systemic approach and ensures the management of higher risks are prioritised.




38     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
                                                                          CONSEQUENCE
    LIKELIHOOD                        Major                                 Moderate                                 Minor
              Likely                   High                                   High                                  Medium
           Possible                    High                                 Medium                                    Low
            Unlikely                 Medium                                   Low                                     Low


In addition to its internal compliance processes, Count arranges, on an annual ongoing basis, for compliance audits by external
consultants to ensure Count’s adherence to its AFS licence conditions and the law and to provide advice as to how Count can better
interrogate its systems to reduce risk.


Risk prevention measures for the Count adviser network and client services
In relation to its adviser network and the services the network offers, key risk prevention measures that Count has implemented include,
but are not limited to:

    ●●   Conducting police and credit checks on all potential advisers;
    ●●   Conducting detailed interviews with potential franchisees and inspections of business premises;
    ●●   Only accepting accountants or established qualified financial advisers as franchisees;
    ●●   Having preference for accountants who hold either CPA or ICAA membership;
    ●●   Avoiding advisers with a conflict of interest, eg those who own property development companies or have other financial dealings;
    ●●   Regular compliance auditing of franchisees and authorised representatives. Those found not to be satisfying Count, industry or
         the regulators’ strict practice standards and requirements are not permitted to continue with Count;
    ●●   Reporting requirements and procedures for advisers and staff for any potential law or licence breaches detected;
    ●●   Continuous review and upgrading of our training and support systems;
    ●●   Avoiding high commission and speculative investments and products from start-up companies;
    ●●   Having external independent qualitative research to support our internal Research Committee for all products before they are
         considered for approval on our list; and,
    ●●   Maintaining and following well-documented procedures for all key business and compliance activities. This includes a series of
         documented risk management procedures and a comprehensive compliance plan.


Compensation Arrangements
As an AFS licensee, Count is required under Section 912B of Corporations Act 2001 to have “adequate compensation arrangements”,
in place. Count had been self insured since 2004 when it was determined that despite the high premiums on the available Professional
Indemnity (PI) insurance policies, some of the biggest risk items were not being covered by the policies on offer. Up until the release
of ASIC Regulatory Guide 126 in November 2007, being self insured was considered appropriate as there had not been specific
guidelines in relation to what “adequate compensation arrangements” must comprise. However, with the requirements of the Guide
becoming effective from 1 July 2008, all AFS licensees who provide financial services to retail clients are now required to have either:

    ●●   Adequate PI insurance or

    ●●   Other arrangements approved in writing by ASIC.

In order to comply with these new requirements, Count has now put in place PI insurance with a $20 million limit and will continue to try
to avoid major risks whilst maintaining shareholder equity.




                                                                                                                                            39
     Corporate Governance
     The Count Board of Directors acknowledges the need for the highest standards of corporate governance
     practice and ethical conduct by all directors and employees of Count and is committed to upholding best
     practice standards of governance and to acting in the best interests of Count’s stakeholders.

     Count’s Corporate Governance Statement outlines the Company’s policies in line with the ASX Corporate
     Governance Principles and Recommendations (Revised 2007). The Board Charter, Board Committee Charters
     and Code of Ethics and Conduct are provided in full on the Company’s website www.count.com.au

     The Board is of the view that the Company complies with all ASX principles as outlined below.

     ASX Principle

     PRINCIPLE 1 Lay solid foundations for management and oversight                                              Does Count comply? YES

     The relationship between the Count Board and Management and the separation of their respective roles and responsibilities are
     outlined in Count’s Board Charter. The Charter also outlines the Board size, composition and responsibilities including the role and
     responsibilities of the Chairman, Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Senior Management.

     The functions of the Count Board include:
     a) Setting a strategic plan for the Company with involvement in planning and goal setting for the Company and its intended growth;
     b) Monitoring the performance of the Company and its management team;
     c) Selecting and appointing the Managing Director and/or Chief Executive Officer, planning for the succession of senior management
        and setting appropriate remuneration packages;
     d) Setting clearly defined lines of authority from the Board to the Managing Director and/or CEO;
     e) Agreeing on performance indicators with management;
     f) Taking appropriate steps to protect the Company’s financial position and its ability to meet its debts and other obligations as they fall
        due;
     g) Establishing and monitoring policies directed to ensuring that the Company complies with the Law and conforms to the highest
        standards of financial and ethical behaviour;
     h) Ensuring that the Company is adhering to reporting systems and appropriate internal controls (operational and financial) together
        with appropriate monitoring of compliance activities; and
     i) Ensuring that the Company accounts are true and fair in conformity with Australian Accounting Standards (AAS) and the
        Corporations Regulations 2001.

     Count management is required to supply the Board with information in a timeframe, form and quality that will enable it to effectively
     discharge its duties and to request additional information if required to make informed decisions. This is facilitated by Count’s Company
     Secretary who is responsible for completion and dispatch of Board agendas and briefing materials and is accountable to the Board
     through the Chairman on all governance matters.

     Board Committees
     Audit Committee
     The Board’s Audit Committee currently comprises four Non-executive Directors, Joycelyn Morton (Committee Chairman), A.J. Halse,
     A.W. Geddes and Noel Davis. The Chair and Members of the Audit Committee are nominated by the Board for a limited term on the
     basis set out in the Count Audit Committee Charter. The Charter requires rotation of the Chair every three years.

     The Audit Committee’s primary functions are to:
     a) Ensure compliance with statutory reporting responsibilities;
     b) Assess the quality and review the scope of work of the external auditors;
     c) Enable the auditors to communicate any concerns to the Board;
     d) Advise the Board on the appointment of the external auditors and the results of their work;
     e) Assess the adequacy of the accounting, financial and operating controls;
     f) Assess the effectiveness of the management of business risk and reliability of management reporting; and
     g) Report to the Board any significant deficiencies identified above.




40     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Remuneration Committee
The Board’s Remuneration Committee is comprised of a minimum of three directors including an independent non-executive director as
Chair as stipulated by Count’s Remuneration Committee Charter. Its purpose is to implement and monitor the remuneration structure for
staff, executives and directors. The committee currently comprises Non-executive Director Andrew Geddes (Committee Chairman) and
Executive Directors Barry Lambert (Board Chairman) and Marianne Perkovic (Chief Executive Officer).

Risk & Compliance Committee
The Board’s Risk and Compliance Committee currently comprises two Non-Executive Directors, Noel Davis (Committee Chairman)
and Joycelyn Morton and two Executive Directors, Barry Lambert (Board Chairman) and Marianne Perkovic (Chief Executive Officer).
Operational staff involved in risk management and key risk areas may also attend the meetings by invitation. As set out in Count’s Risk
and Compliance Committee Charter, the Committee’s function is to:

a) Enable the staff involved in compliance and risk management to report directly to the Board, via the Committee;
b) Monitor the company’s identification and management of its risks and the procedures to minimise those risks;
c) Monitor the company’s compliance with the law, the contracts it has entered into and best practices; and
d) Report to the Board on significant compliance and risk management issues.

Performance and Evaluation of Senior Executives
The Chairman will formally review the performance of the CEO on an annual basis and report on this to the Board. The review will
include reference to performance in relation to business, financial and prudential achievements as well as to staff and human relations.
Half yearly performance reviews are undertaken of Count’s Senior Executives by the CEO including qualitative and quantitative
assessment. The CEO reports to the Remuneration Committee on the outcome and in relation to succession planning issues.


PRINCIPLE 2 Structure the Board to add value                                                                Does Count comply? YES

Count currently has a Board of six directors which is considered to be of a size and composition of skills best suited to the Company.
Count’s Charter states that a majority of the Board will comprise non-executive directors and at present there are four non-executive
directors. The Chairman and CEO are the only executive directors.

The skills and experience of the directors can be found in Count’s Board Profile (see page 36). The majority of the Board is independent
as defined by the ASX Corporate Governance Council. The independent members are Alden Halse, Andrew Geddes, Noel Davis and
Joycelyn Morton.

The current Chairman is retired Managing Director and founder of Count, Barry Lambert. His selection as Chairman of Count in an
executive role was made as a result of his extensive and ongoing involvement with and commitment to the company and the financial
planning industry since he established the business in 1981. His vast industry experience and standing within the financial services
community and the company was a key factor in his appointment.

Count’s Charter separates the role of Chairman and Chief Executive Officer.

At the present time, Count does not consider itself to be of a size to necessitate a nomination committee. In Count’s Charter, the
Chairman has responsibility for planning succession in Board appointments subject to Board and shareholder’s approval.

The Chairman has also been delegated responsibility for ensuring that the performance of the Board, its committees and individual
members are reviewed on a regular basis as well as for identifying candidates for appointment as directors. Count engages the services
of an external party from time to time to carry out evaluations on individual directors, the Board Committees and the Board as a whole.
Evaluations involve self and third party assessments by the directors and from the result of the written report, discussions are held to
examine any issues and consider changes to be made. A Board and director evaluation was commenced in the 2008/09 financial year.

Count’s directors all have a sound understanding of financial markets and each brings a unique area of expertise to provide the Board
with a diverse range of skills and experience as detailed in the Board Profiles on page 36.

All Count’s non-executive directors are independent. In its Charter, the Board has adopted AAS Board standard 1031 to determine
levels of materiality.




                                                                                                                                           41
     Corporate Governance (continued)
     PRINCIPLE 3 Promote ethical and responsible decision-making                                                    Does Count comply? YES

     Count aims for a culture of compliance and sound corporate governance and social responsibility to be embedded in its business
     processes. Count’s Code of Ethics and Conduct promotes commitment by both the Board and Management to ensuring the highest
     standards of ethical behaviour, responsible decision-making and conduct.

     For Count employees, adherence to Count’s Employment Codes is one of the conditions of employment. The Code of Ethics and
     Conduct addresses, amongst other things, ethical standards of behaviour, protection of Count’s reputation and its stakeholders,
     financial integrity, privacy of personal information, dealing in shares of the company by directors and staff and dealing with potential
     conflicts of interest. There are also guidelines for the acceptance of outside directorships by executive and non-executive directors.
     Details of any outside directorships are outlined in the Board Profiles.

     Count also has processes in place to ensure it will comply with the Standards Australia 2003 framework for good corporate governance
     policies and practices which cover:

         ●●   Good governance principles
         ●●   Fraud and corruption control
         ●●   Corporate social responsibility
         ●●   Whistleblowing systems
         ●●   Organisational codes of conduct

     Directors, senior executives and staff must comply with Count’s share trading rules, which may from time-to-time be amended by the
     directors. Specifically, Count requires that:

     a) Unless there are unusual circumstances, trading in shares by directors and senior executives is limited to the following periods:
         i. in the period between 24 hours and 30 working days after the release of Count’s half yearly and annual results announcement to
              the ASX; and
         ii. at such other times as the Board permits.
     b) Directors and senior executives need to clear any intention to trade in shares outside of the above results window with an Executive
        Director prior to any trade. Other staff, not in receipt of price sensitive data, may trade at any time; and
     c) All staff and directors are prohibited from trading in shares if they are in possession of price sensitive information, in compliance with
        the Corporations Act (2001).

     Count has a well-deserved reputation for the high level of ethics and principles under which it operates and promotes an environment
     of integrity and responsibility to staff at all levels. Required standards are clearly defined on the Company’s public website
     www.count.com.au and on its internal staff website. In addition to Count’s documented Code of Ethics and Conduct, the Board Charter
     and Corporate Governance Statement, it has established codes for handling conflicts of interest, breach reporting as well as compliance
     plans and guidelines for compliance with its AFS licence conditions and other financial services activities.


     PRINCIPLE 4 Safeguard integrity in financial reporting                                                         Does Count comply? YES

     Responsibility for the integrity of the Company’s financial reporting lies with the Board and a structure is in place to independently
     verify and safeguard the reports. The CEO and CFO provide letters of assurance to the Board for each half year and full year report.
     Integrity of the reporting is assessed with the assistance of external consultants and the Company’s Audit Committee (see details
     about the Company’s Audit Committee under ASX Principle 1 on page 40 of the Annual Report.) The Audit Committee also reviews the
     performance and fees of the external auditor and makes recommendations in relation to their appointment.

     Directors’ attendance at Audit Committee meetings is detailed in the Directors’ Report on page 44 of the Annual Report.




42     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
PRINCIPLE 5 Make timely and balanced disclosure                                                                Does Count comply? YES

Count has a continuous disclosure regime as outlined in its Market Disclosure and Communication Policy on www.count.com.au .

Count has an established record of meaningful and regular business reporting in addition to timely statutory reporting and the prompt
disclosure of any appropriate material. The Count website provides a readily available source of up-to-date information.


PRINCIPLE 6 Respect the rights of shareholders                                                                 Does Count comply? YES

Count endeavours to keep shareholders properly and fully informed at all times and facilitates this via its continuously updated website
and by hard copy communication. All company announcements, including reports to the ASX and the media as well as half and full year
profit announcements, are placed on the website immediately on their release to the market. Webcasts are done of the half-year and
full-year financial report presentations and of the Chairman’s address to the AGM.

At all times, an external auditor is available at shareholder meetings to answer shareholder questions about the auditor’s report and
conduct thereof. By providing written questions in relation to the audit to the auditor five days before the AGM, shareholders’ queries
may be considered at the AGM.


PRINCIPLE 7 Recognise and manage risk                                                                          Does Count comply? YES

The Company has a well-documented internal risk management and internal control system to manage the company’s material
business risks with established procedures that seeks to ensure:

    ●●   Compliance with the law and required Australian standards;
    ●●   Sound management of business risks including financial resources and disaster recovery processes;
    ●●   Regular reporting to the Board by management through the CEO on the company’s key risks and the management of those risks;
    ●●   Assurances are provided from the CEO and CFO about the soundness and effectiveness of the company’s risk management and
         internal compliance and control system.

To assist the Board carry out its responsibility for oversight of material business risks, reports on risk issues and reviews of risk
management systems are reported to the Company’s Board Risk and Compliance Committee and then overseen by the full Board as
outlined above under ASX Principle 1 on page 40 in the Annual Report and in the Risk Report on Page 38.


PRINCIPLE 8 Remunerate fairly and responsibly                                                                  Does Count comply? YES

Count has a Remuneration Committee chaired by a non-executive director.

The Remuneration Committee implements and monitors the remuneration policies for the Company. These are outlined in the
Remuneration Section of the Directors’ Report in the Annual Report on page 50 and comply with the Corporations Act disclosure
requirements for a listed company.

The Remuneration Committee’s Charter sets outs its role, responsibilities and membership terms. This information is provided in the
Remuneration section of the Directors’ Report in the Annual Report on page 45.

Any proposed equity based remuneration for Count directors is put to the shareholders. This information is provided on page 47 of the
Annual Report.




                                                                                                                                           43
     Directors Report
     In accordance with the resolution of the Directors of Count Financial Limited (the Company), the Directors
     submit their report for the financial year ended 30 June 2009.

     Board of Directors and Company Secretaries
     During the financial year and until the date of this report, the Directors of Count Financial Limited were:

     B.M. Lambert       Executive Chairman (appointed 7 Nov 2006)
                        Director (appointed 22 Aug 1980)
     M. Perkovic        Chief Executive Officer & Managing Director (appointed 21 Aug 2006)
                        Director (appointed 15 Mar 2004)
     A.W. Geddes        Non-Executive Director (appointed 15 Aug 2000)
     A.J. Halse         Non-Executive Director (appointed 15 Aug 2000)
     N.A. Davis         Non-Executive Director (appointed 13 Feb 2006)
     J.C. Morton        Non-Executive Director (appointed 18 Apr 2006)
     R. Griffith        Company Secretary (appointed 30 Jun 2006)
     C.T. Andrews       Deputy Company Secretary (appointed 30 Jun 2006)

     Details of qualifications, experience and other directorships of listed companies for the Directors and the Company Secretary at the date
     of this report are set out in the Board Profile Report on pages 36-37.


     Nature Of Operations And Principal Activities
     The principal activities of the Company and its controlled entities (the Group) in the course of the financial year were providing financial
     planning services, investment reviews, and advice on personal insurance, superannuation, home and investment loans, business
     loans and leasing via its network of franchisees. Additionally, the Group provides loans, paraplanning and web design services to its
     franchisees and provides loans and leasing services to other non-franchisee intermediaries.


     Operating and Financial Review
     The consolidated net profit for the financial year ended 30 June 2009 attributable to ordinary equity holders after the provision of income
     tax, was $19.37 million (2008: $21.30 million), a decrease of 9.1% over the previous year’s profit.

     A review of the operations, financials and results of Count Financial Limited and its controlled entities for the financial year ended
     30 June 2009 are included on pages 4-13, 38-39. This contains the Company’s track record, financial highlights, the Chairman’s Report,
     the Chief Executive Officer’s Report and the Risk Report.

     The Directors are of the view that the results represent a true and fair view of the operations of the Company and the financial position
     as at 30 June 2009 (refer to Directors’ Declaration on page 103).


     Dividends and Distributions
     The Company paid or provided for dividends and distributions on ordinary shares during the financial year as set out in the table below:

      Financial year ended        Payment type                           Status                  Cents per share               Payment date
      2009                        Risk/Reward                             Paid                          4                      15 Oct 2008
      2009                        Christmas                               Paid                          2                      15 Dec 2008
      2009                        Easter                                  Paid                          2                       15 Apr 2009
      2010                        Tax                                     Paid                          2                      15 July 2009

     All dividends are fully franked at the tax rate of 30%.




44     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Significant Changes in the State of Affairs
During 2009, Countplus Pty Ltd acquired a further equity interest in 4 accounting firms. In each case, the interest acquired was 25%. As
at 30 June 2009, these investments in associates totalled $11.30 million.

A new subsidiary, Count Finance Pty Ltd was launched in 2009 to provide acquisition loans to franchisees and associates. It is wholly
owned by Count Financial Limited.


Directors’ Interests
At the date of this report, the relevant interests of the Directors in the shares and options of Count Financial Limited as notified to the
Australian Stock Exchange in accordance with the Corporations Act (2001) are:

                                                                                   Ordinary shares                      Options over ordinary shares
 B.M. Lambert                                                                          91,150,078                                                     -
 M. Perkovic                                                                                885,083                                          447,000
 A.W. Geddes                                                                                216,500                                           33,500
 A.J. Halse                                                                                 310,000                                           50,000
 N.A. Davis                                                                                     40,000                                        75,000
 J.C. Morton                                                                                    25,000                                        60,000


Directors’ Meetings
The Board of Directors has an Audit Committee, a Remuneration Committee and a Risk and Compliance Committee.
Members acting on the Committees of the Board during the year were:

                                   Count                     Audit                              Remuneration            Risk and Compliance
 B.M. Lambert                      Executive Chair                                              Member                  Member
 M. Perkovic                       Chief Executive Officer                                      Member                  Member
 A.W. Geddes                       Non-Executive             Member                             Chair
 A.J. Halse                        Non-Executive             Member
 N.A. Davis                        Non-Executive             Member                                                     Chair
 J. C. Morton                      Non-Executive             Chair                                                      Member



The number of meetings of the Directors (including meetings of committees of Directors) held during the year and the number of
meetings attended by each Director are as follows:

                                                                                                          MeetingS OF COMMitteeS
                                                             Directors’ Meetings      Audit              Remuneration           Risk and Compliance
 Number of meetings held                                              4                 4                      1                        5
 Number of meetings attended:                                         -                 -                      -                         -
 B.M. Lambert                                                         4                 4   1
                                                                                                               1                        3
 M. Perkovic                                                          4                 41                     1                        5
 A.W. Geddes                                                          3                 3                      1                         -
 A.J. Halse                                                           4                 4                      -                         -
 N.A. Davis                                                           4                 4                      -                        5
 J.C. Morton                                                          4                 4                      -                        5
 (1) Non-audit committee member - in attendance.




                                                                                                                                                          45
     Directors Report (continued)
     Significant Events After the Balance Date
     On 31 July 2009, Countplus Pty Ltd made an investment for a 25% interest in a new associate (Evolution Advisers Pty Ltd),
     totalling $585,586.

     In the opinion of the Directors, there were no other significant changes in the state of affairs of the Company and its controlled entities
     that occurred after the financial year under review and up to the date of this report.


     Likely Developments and Expected Results
     Disclosure of information relating to the future developments in the operations of the Company and its controlled entities is contained in
     the reports of the Chairman and the Chief Executive Officer.


     Share Options
     The Company issues options annually to employees via the Employee Share Option Plan (ESOP) and to franchisees via the Franchisee
     Incentive Option Plan (FIOP).

     Further details on allocation of options to employees and Directors under ESOP are included in the Remuneration Report.

     Franchisees qualify for options under FIOP by growing their contribution to the revenues of the Company each financial year by a set
     benchmark. Features of the plan include:

         ●●   Options are issued at no cost.

         ●●   Each option entitles the holder to subscribe for one fully paid ordinary share in the Company at a fixed exercise price. The
              exercise price is set at a 12.5% discount to the weighted average share price in the first full week after the August meeting of the
              Board of Directors.

         ●●   These options may vest after 3 years subject to minimum business requirements and expire after 5 years.

     Unissued ordinary shares of the Company under the Employee Share Option Plan (ESOP) and Franchisee Incentive Option Plan (FIOP)
     at 30 June 2009 numbered 47,659,134.

                                                                                        number of options
      Options type                                  Options grant date                       outstanding       exercise price           expiry date
      eSOP 2004                                               14-Oct-04                              262,900     84.74 cents            15-Nov-09
      eSOP 2004 – Director     (1)
                                                              16-Nov-04                                    -     84.74 cents            15-Nov-09
      FiOP 2004                                               15-Jun-05                          2,815,547       78.05 cents            15-Nov-09
      eSOP 2005                                               15-Sep-05                              831,800       143 cents            15-Nov-10
      eSOP 2005 – Director    (1)
                                                              16-Nov-05                               67,000       143 cents            15-Nov-10
      FiOP 2005                                               15-Dec-05                          8,037,485         131 cents            15-Nov-10
      eSOP 2006                                               13-Oct-06                          1,141,619       210.3 cents            15-Nov-11
      eSOP 2006 – Director    (1)
                                                               7-Nov-06                              398,500     210.3 cents            15-Nov-11
      FiOP 2006                                                6-Feb-07                          8,085,633       193.7 cents            15-Nov-11
      eSOP 2007                                               12-Oct-07                          1,418,900       268.7 cents            15-Nov-12
      eSOP 2007 – Director    (1)
                                                              13-Nov-07                              100,000     268.7 cents            15-Nov-12
      FiOP 2007                                               21-Dec-07                          9,009,000       247.5 cents            15-Nov-12
      eSOP 2008                                               10-Nov-08                          2,014,950       154.2 cents            15-Nov-13
      eSOP 2008 – Director(1)                                 10-Nov-08                              200,000     154.2 cents            15-Nov-13
      FiOP 2008                                               19-Dec-08                         13,275,800         142 cents            15-Nov-13
      total                                                                                     47,659,134
      (1) Options granted to Directors as approved by shareholders at each Annual General Meeting.


     Further details of unissued ordinary shares of the Company under the Employee Share Option Plan (ESOP) and Franchisee Incentive
     Option Plan (FIOP) are detailed in note 25 – FIOP and note 29 – ESOP of the financial statements.




46     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Remuneration Report
This report outlines the remuneration arrangements in place for the Company’s Directors and Executives. This section of the
Directors’ report has been audited by the Company’s external auditors, Ernst & Young.

Remuneration Committee
The Remuneration Committee of the Board of Directors of Count Financial Limited is responsible for determining and reviewing
remuneration arrangements for the Directors, the Executive team and other team members. The committee meets at least annually.

The Committee’s purpose is to:

    ●●   Make recommendations to the Board of Directors in relation to the remuneration of Executive and Non-Executive Directors;
    ●●   Review and approve executive and employee remuneration policy; and
    ●●   Evaluate potential candidates for executive positions and oversee the development of executive succession plans.

Any decision made by the Committee concerning an individual executive’s remuneration is made without the executive being present.

Remuneration Policy
Remuneration arrangements are based on an assessment of the appropriateness of the nature and amount of emoluments of the
Directors and other Key Management Personnel with the overall objective of ensuring maximum stakeholder benefit from the retention of
a high quality Board and executive team.

This assessment is based on:

    ●●   Relevant market conditions - to ensure the remuneration is competitive;
    ●●   Acceptability to shareholders – to ensure the remuneration is fair and reasonable; and
    ●●   Company performance – to ensure the remuneration is linked with achievement of the Company’s profit targets.

To assist in achieving these objectives, the Remuneration Committee links the nature and amount of Executive Directors’ and Officers’
remuneration to the Company’s financial and operational performance. All permanent employees have the opportunity to qualify for
participation in the ESOP, including Key Management Personnel. Features of the plan include:

    ●●   Options are issued at no cost.
    ●●   Each option entitles the holder to subscribe for one fully paid ordinary share in the Company at a fixed exercise price. The
         exercise price is set at a 5% discount to the weighted average share price in the first full week after the August meeting of the
         Board of Directors.
    ●●   The options vest proportionally over a three-year period (33% after 1 year, 33% after 2 years and 34% after 3 years) based on
         continuing employment criteria with Board discretion.

Non-Executive Director Remuneration
In accordance with best practice corporate governance, the structure of Non-Executive Director remuneration is separate and distinct.

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Non-
Executive Directors of a high calibre, whilst incurring a cost which is acceptable to shareholders.

The Constitution and the ASX Listing Rules specify that the total aggregate remuneration of Non-Executive Directors shall be determined
from time-to-time by a general meeting. The amount of aggregate remuneration put to shareholders for approval and the manner in
which it is apportioned amongst Directors, is reviewed annually.

Subject to shareholder approval, the Non-Executive Directors are issued options every three years under the Employee Share Option
Plan (ESOP). The options are in lieu of retirement benefits. Options to Non-Executive Directors were last granted in November 2006.

Non-Executive Directors do not have fixed term contracts with the Company.

Non-Executive Directors are encouraged to hold shares in the Company (purchased on market) and all Count non-executive Directors
do so. It is considered good governance for Directors to have a stake in the Company on whose Board he or she sits.




                                                                                                                                             47
     Directors Report (continued)
     Remuneration of Executives
     The basis of remuneration of Executives is detailed below.

     General Remuneration Policy

     Objective

     The main principle underlying the Company’s employee remuneration policy is to ensure rewards are commensurate with the Company’s
     objectives and the results delivered. Specifically, this is achieved by:

         ●●   Remuneration reflects each employee’s position and responsibilities within the Company;
         ●●   Executives are rewarded for company, business unit and individual performance against targets set by reference to appropriate
              benchmarks;
         ●●   The interests of all employees are aligned with those of shareholders;
         ●●   Linking rewards with the strategic goals and performance of the Company; and
         ●●   Ensure total remuneration is competitive by market standards.

     All employees are remunerated with a base salary and superannuation at a rate of 10% of salary and wages. The statutory rate for
     compulsory superannuation is currently 9%.

     The Company also pays income protection (sickness and accident) insurance premiums for all eligible permanent employees. Subject
     to conditions, the policy provides for up to 75% of base salaries to be paid for employees who are unable to attend work for a period in
     excess of 30 days.

     In addition to the above, two incentive structures apply to employees as outlined below.

     1. A bonus based on team and individual objectives plus EPS growth target bonus
     This process is based on the achievement of particular sets of goals - both personal and team related. Employees are rewarded to the
     extent that the goals are achieved and to the extent to which they have assisted in achieving them as assessed by management. In
     2009, this was assessed and paid twice per year at a maximum annual total of 20% of base salary plus superannuation benefits (10%).

     Employees also have a bonus component linked to the Company meeting its earnings per share growth target. This incentive plan is not
     pro-rated to the actual result achieved - it is paid from profits above the target up to 100% of the agreed amount.

     2. Bonus based on EPS growth target only
     All employees are granted an allocation of options annually under the company’s ESOP plan. Senior employees, including the Chief
     Executive Officer and Key Management Personnel are allocated these options on the basis of their performance as determined by the
     Remuneration Committee.

     This allocation of options allows employees to have the opportunity to become shareholders in the company and therefore have an
     interest in ensuring its long-term success.

     Remuneration of Key Management Personnel is detailed on pages 50-54 of this report.

     Contractual Arrangements
     The CEO of Countplus, J.B. Wardell is employed under a 5 year contract which commenced on 21 August 2006.

     Mr Wardell may resign from his position and terminate his contract by giving 4 months written notice at any time up to 6 months prior to
     the expiration of the 5 year contractual term.

     The company may terminate this employment agreement by giving 12 months notice within the first 4 years of the contractual period or
     up to the expiration of the contractual term in the final year. No notice is required to be given by the employee or the company within 6
     months of the expiration of the 5 year contractual term.

     The company may also terminate the contract without notice in the event of serious mis-conduct. Where termination occurs, Mr Wardell
     is entitled to that portion of his remuneration which is fixed, up to the date of termination plus any statutory entitlements.

     All other executives and full-time employees are not subject to fixed term contracts with the Company. Upon employment,
     all employees are subject to an employment contract, which covers their general and statutory rights and obligations, which is
     reviewed annually.




48     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Relationship between remuneration policy and the performance of the Company
The Company’s remuneration policy aims to achieve a link between the remuneration received by Key Management Personnel and the
creation of shareholder wealth. This is attained via the inclusion of the EPS growth target bonus and the awarding of options via ESOP.

     ●●   The Company’s share price has fallen over the financial year from $1.50 to $1.41 and earnings per share has fallen 12.74%.
     ●●   Earnings per share has grown by an average of 15.5% pa over the last 5 years (refer to Graph on page 4).
     ●●   Dividends have grown by an average of 18% pa over the last 5 years.
     ●●   Return on shareholders’ equity for the financial year is 45.33%.
     ●●   During the financial year, the Company completed an on-market buy-back of 2.33 million shares at a total cost of $2.56 million.
          These shares were all subsequently cancelled. Since listing, the Company has bought back and subsequently cancelled 25.20
          million shares at a total cost of $32.86 million.


Key Management Personnel Disclosures
Key Management Personnel are the same for the parent and the consolidated entity. The remuneration and other related party
disclosures have been prepared in accordance with AASB 124: Related Party Disclosures. For the purposes of these disclosures,
all the individuals listed below have been determined to be Key Management Personnel as defined by the accounting standard for
2008 and 2009.
 nAMe                                                                    POSitiOn
 B.M Lambert                                                             Executive Chairman
 M. Perkovic                                                             Managing Director / Chief Executive Officer
 A.W. Geddes                                                             Non Executive Director
 A.J. Halse                                                              Non Executive Director
 N.A. Davis                                                              Non Executive Director
 J.C. Morton                                                             Non Executive Director

 OtheR Key MAnAgeMent PeRSOnnel
 M.J. Spurr                                                              Chief Financial Officer
 R. Griffith                                                             Senior Executive – Research & Product, Company Secretary
 C.J. Simkin                                                             Senior Executive – National Business Recruitment
 J.B. Wardell                                                            Chief Executive Officer - Countplus Pty Ltd
 T. E. Sale                                                              General Manager – finconnect (Australia) Pty Ltd




                                                                                                                                            49
     Directors Report (continued)
     Compensation of Key Management Personnel
     (including the five highest remunerated Executives)
                                                                                        Other
                                                                             Post-  long-term
                                                                       employment employment termination Share-based
                                     Short-term benefits                  benefits    benefits  benefits   payments
                                                       Other                                                                                                       % of
                                                    payments                                                                  Amortised                     remunera-     number
                                  Salary                 and               Superan-                                             cost of                         tion as of options
      2009                        & fees      Bonus  benefits               nuation                                             options            total       options    granted
      nAMe                             $          $         $                     $                   $                $              $               $              %
      DiReCtORS
      B.M. Lambert
      Executive Chairman                1            -      12,583            20,000                  -                -                 -       32,584                 -             -
      M. Perkovic Chief
      Executive Officer         191,973      90,909         12,168            28,288                  -                -          43,120       366,458          11.77%        200,000
      A.W. Geddes
      Non-Executive
      Director                   40,000              -             -           4,000                  -                -            6,032        50,032         12.06%                -
      A.J. Halse
      Non-Executive
      Director                   40,000              -             -           4,000                  -                -            6,032        50,032         12.06%                -
      N.A. Davis
      Non-Executive
      Director                   52,000              -             -           5,200                  -                -            9,048        66,248         13.66%                -
      J.C. Morton
      Non-Executive
      Director                   50,000              -             -           5,000                  -                -            7,328        62,328         11.76%                 -

      OtheR Key MAnAgeMent PeRSOnnel
      M.J. Spurr
      Chief Financial
      Officer                   162,281      24,054          6,352            18,634                  -                -          27,604       238,925          11.55%        100,000
      R. Griffith
      Senior Executive
      Research &
      Product /Company
      Secretary                 139,022      21,960          2,719            16,098                  -                -          20,034       199,833          10.03%        100,000
      C.J. Simkin
      Senior Executive-
      National Business
      Recruitment               106,611      21,825         14,327            12,844                  -                -          19,017       174,624          10.89%         60,000
      J.B. Wardell
      Chief Executive
      Officer, Countplus        199,452      20,455         11,601            21,991                  -                -          15,897       269,396           5.90%         65,000
      T.E. Sale
      General Manager,
      finconnect                175,938       27,273        12,672            20,321                  -                -          15,355       251,559           6.10%        125,000
      total                   1,157,277 206,476             72,423          156,375                   -                -         169,467 1,762,019                            650,000

     The elements of remuneration have been determined on the basis of the cost to the Company and the consolidated entity.
     The fair value of options granted has been calculated for all ESOP options granted after November 2002 which have not vested by 1 July 2008. The fair value of such grants is being
     amortised and disclosed on a pro-rata basis over the vesting period. The method used to determine fair value was the Cox, Ross and Rubinstein American option binomial model.
     Options granted refer to options granted under the 2008 ESOP.




50      COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
                                                                                   Other
                                                                        Post-  long-term
                                                                  employment employment termination Share-based
                                Short-term benefits                  benefits    benefits  benefits   payments
                                                  Other                                                                                                      % of
                                               payments                                                                  Amortised                    remunera-     number
                            Salary                  and              Superan-                                              cost of                        tion as of options
 2008                       & fees       Bonus  benefits              nuation                                              options            total      options    granted
 nAMe                            $           $         $                    $                   $                $               $               $             %
 DiReCtORS
 B.M. Lambert
 Executive Chairman               1            -       22,217           20,000                   -                -                -       42,218                 -           -
 M. Perkovic
 Chief Executive
 Officer                  184,493       18,182         20,036           20,268                   -                -         51,303        294,282         17.43%        100,000
 A.W. Geddes
 Non-Executive
 Director                   40,000             -              -           4,000                  -                -         12,873         56,873         22.64%              -
 A.J. Halse
 Non-Executive
 Director                   40,000             -              -           4,000                  -                -         12,873         56,873         22.64%              -
 N.A. Davis
 Non-Executive
 Director                   52,000             -              -           5,200                  -                -         19,310         76,510         25.24%              -
 J.C. Morton
 Non-Executive
 Director                   50,000             -              -           5,000                  -                -         15,448         70,448         21.93%              -

 OtheR Key MAnAgeMent PeRSOnnel
 M.J. Spurr
 Chief Financial
 Officer                  143,835       13,636         11,392           15,747                   -                -         41,223        225,834         18.25%         60,000
 R. Griffith
 Senior Executive
 Research & Product
 /Company Secretary       123,890       12,500          2,719           13,639                   -                -         26,424        179,173         14.75%         50,000
 C.J. Simkin
 Senior Executive-
 National Business
 Recruitment                99,726      12,500         13,259           11,223                   -                -         27,970        164,677         16.98%         50,000
 J.B. Wardell
 Chief Executive
 Officer, Countplus       199,452         7,955        15,480           20,741                   -                -         20,574        264,202          7.79%         40,000
 T.E. Sale
 General Manager,
 finconnect               168,725              -       10,624           16,872                   -                -         13,180        209,402          6.29%         50,000
 total                  1,102,622       64,773         95,726          136,689                   -               -         241,180 1,640,491                            350,000

The elements of remuneration have been determined on the basis of the cost to the Company and the consolidated entity.
The fair value of options granted has been calculated for all ESOP options granted after November 2002 which have not vested by 1 July 2007. The fair value of such grants
is being amortised and disclosed on a pro-rata basis over the vesting period. The method used to determine fair value was the Cox, Ross and Rubinstein American option
binomial model.
Options granted refer to options granted under the 2007 ESOP.




                                                                                                                                                                                  51
     Directors Report (continued)
     Options and Rights provided as Compensation to Key Management Personnel
     and their related parties
     Options granted refer to options granted under the ESOP 2007 and ESOP 2008 plans. The condition for vesting is continuing
     employment subject to Board discretion. There is no amount paid or payable by the recipient.

     ESOP 2007: The fair value of options granted to Directors was 53.89 cents and to other Key Management Personnel, 67.73c cents.
     The grant date for directors was 13 November 2007 and for other Key Management Personnel, 12 October 2007. These options will
     vest (and may be exercised) proportionally over 3 years from 15 November 2008 until 15 November 2010 and will expire on
     15 November 2012.

     ESOP 2008: The fair value of options granted to Directors and to other Key Management Personnel was 10.11 cents. The grant date for
     directors and other Key Management Personnel was 10 November 2008. These options will vest (and may be exercised) proportionally
     over 3 years from 15 November 2009 until 15 November 2011 and will expire on 15 November 2013.


     Key MAnAgeMent PeRSOnnel AnD theiR RelAteD PARtieS – DiReCtORS
      2009                                   tOtAl             B.M. lambert     M. Perkovic     A.W. geddes        A.J. halse   n.A. Davis      J.C. Morton
      ESOP 2008 Options granted
      during the financial year (Exercise
      price is 154.2 cents)                 200,000                        -         200,000                 -                              -             -
      Options vested during the
      financial year                        170,950                        -          93,400            16,500        16,500        24,750          19,800

      2008                                   tOtAl             B.M. lambert     M. Perkovic     A.W. geddes        A.J. halse   n.A. Davis      J.C. Morton
      ESOP 2007 Options granted
      during the financial year (Exercise
      price is 268.7 cents)                 100,000                        -         100,000                 -              -               -             -
      Options vested during the
      financial year                        136,950                        -          59,400            16,500        16,500        24,750          19,800


      Key MAnAgeMent PeRSOnnel AnD theiR RelAteD PARtieS – OtheR
      2009                                   tOtAl    M.J. Spurr       R. griffith       C.J. Simkin        J.B. Wardell        t.e. Sale
      ESOP 2008 Options granted
      during the financial year (Exercise
      price is 154.2 cents)                 440,000     100,000         100,000                50,000            65,000         125,000
      Options vested during the
      financial year                        247,850      76,600           49,850               53,400            51,500          16,500

      2008                                   tOtAl    M.J. Spurr       R. griffith       C.J. Simkin        J.B. Wardell        t.e. Sale
      ESOP 2007 Options granted
      during the financial year (Exercise
      price is 268.7 cents)                 250,000      60,000          50,000                50,000            40,000          50,000
      Options vested during the
      financial year                        165,900      66,300          36,600                46,500            16,500                 -




52     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
equity inStRuMentS PROviDeD On exeRCiSe OF OPtiOnS gRAnteD AS COMPenSAtiOn tO Key MAnAgeMent PeRSOnnel – DiReCtORS
2009                                                                           tOtAl          B.M. lambert            M. Perkovic          A.W. geddes         A.J. halse      n.A. Davis   J.C. Morton
Shares issued - 2003 options exercised @ 60.0c                                           -                      -                     -                 -                  -            -             -
Shares issued - 2004 options exercised @ 84.7c                                           -                      -                     -                 -                  -            -             -
Shares issued - 2005 options exercised @ 143.0c                                          -                      -                     -                 -                  -            -             -
Shares issued - 2006 options exercised @ 210.3c                                          -                      -                     -                 -                  -            -             -
Shares issued - 2007 options exercised @ 268.7c                                          -                      -                     -                 -                  -            -             -
2008                                                                           tOtAl          B.M. lambert            M. Perkovic          A.W. geddes         A.J. halse      n.A. Davis   J.C. Morton
Shares issued - 2003 options exercised @ 60.0c                                           -                      -                     -                 -                  -            -             -
Shares issued - 2004 options exercised @ 84.7c                                54,400                            -              54,400                   -                  -            -             -
Shares issued - 2005 options exercised @ 143.0c                                          -                      -                     -                 -                  -            -             -
Shares issued - 2006 options exercised @ 210.3c                               16,500                            -                     -          16,500                    -            -             -


equity inStRuMentS PROviDeD On exeRCiSe OF OPtiOnS gRAnteD AS COMPenSAtiOn tO Key MAnAgeMent PeRSOnnel – OtheR
2009                                                                         tOtAl            M.J. Spurr              R. griffith         C.J. Simkin       J.B. Wardell        t.e. Sale
Shares issued - 2003 options exercised @ 60.0c                                       -                                            -                 -                  -                -
Shares issued - 2004 options exercised @ 84.7c                              10,200                 10,200                         -                 -                  -                -
Shares issued - 2005 options exercised @ 143.0c                                      -                                            -                 -                  -                -
Shares issued - 2006 options exercised @ 210.3c                                      -                     -                      -                 -                  -                -
Shares issued - 2007 options exercised @ 268.7c                                      -                                            -                 -                  -                -
2008                                                                         tOtAl            M.J. Spurr             R. griffith          C.J. Simkin       J.B. Wardell        t.e. Sale
Shares issued - 2003 options exercised @ 60.0c                              13,600                          -            13,600                     -                  -                -
Shares issued - 2004 options exercised @ 84.7c                              20,100                          -            20,100                     -                  -                -
Shares issued - 2005 options exercised @ 143c                                 6,300                         -              6,300                    -                  -                -
 Shares issued - 2006 options exercised @ 210.3c                                     -                      -                     -                 -                  -                -

Shares and options are ordinary shares and unlisted options in Count Financial Limited. All options exercised are fully paid




                                                                                                                                                                                                          53
     Directors Report (continued)
     Value of options granted, exercised and lapsed in the current financial year
                                                                value of options granted as part of
                        value of options granted as part of   remuneration and that are exercised       value of options granted as part of
                          remuneration during the current       or sold during the current financial   remuneration and that lapse during
                                             financial year                                    year                      the financial year   Aggregate
                                                         $                                        $                                      $           $
      M. Perkovic                                   20,222                                         -                                      -     20,222
      M.J. Spurr                                    10,111                                   7,983                                        -     18,094
      R. Griffith                                   10,111                                         -                                      -     10,111
      C.J. Simkin                                    6,067                                         -                                      -       6,067
      J.B. Wardell                                   6,572                                         -                                      -       6,572
      T.E. Sale                                    12,639                                          -                                      -     12,639


     PeRFORMAnCe RelAteD COMPOnentS AS A PROPORtiOn OF tOtAl ReMuneRAtiOn

                                           Performance related remuneration                                   Other                               total
      M. Perkovic                                                        39%                                   61%                                100%
      M.J. Spurr                                                         23%                                   77%                                100%
      R. Griffith                                                        22%                                   78%                                100%
      C.J. Simkin                                                        25%                                   75%                                100%
      J.B. Wardell                                                       14%                                   86%                                100%
      T.E. Sale                                                          18%                                   82%                                100%

     Performance related remuneration consists of performance bonuses, the associated superannuation benefit and the amortised
     cost of options.

     The Non-Executive Directors do not have a performance related component as part of their remuneration.

     Additional Information on Performance Remuneration
     Performance remuneration granted under the ESOP for 2008 provides remuneration in future years. The value has been determined at
     grant date and amortised over the vesting period. The options vest based on continuing employment criteria and with Board discretion.

     PeRFORMAnCe ReMuneRAtiOn AFFeCting FutuRe PeRiODS

                                                                     2010 ($)                              2011 ($)                            2012 ($)
      M. Perkovic                                                      8,030                                  4,195                               8,531
      M.J. Spurr                                                       4,015                                  2,098                                549
      R. Griffith                                                      4,015                                  2,098                                549
      C.J. Simkin                                                      2,409                                  1,259                                329
      J.B. Wardell                                                     2,610                                  1,363                                357
      T.E. Sale                                                        5,019                                  2,622                                686


     Corporate Information
     The financial report of Count Financial Limited for the year ended 30 June 2009 was authorised for issue in accordance with a resolution
     of the Directors on 10 August 2009.

     Corporate structure
     Count Financial Limited (“Count”) is a Company limited by shares that is incorporated and domiciled in Australia. The Company
     has prepared a consolidated financial report incorporating the entities that it controlled during the financial year, being Compound
     Investments Limited, Countplus Pty Ltd, Count Property Pty Ltd, Equity Loan Broking Pty Ltd, finconnect (australia) pty ltd,
     Count Finance Pty Ltd and Count GPS Pty Ltd. Count Financial Limited and Compound Investments Limited are Australian Financial
     Services Licensees.



54     COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009
Environmental Regulation and Performance
The Company’s operation is not regulated by any significant environmental regulations under the Laws of the Commonwealth,
State or Territory.


Tax Consolidation
Effective 1 July 2003, for the purposes of income taxation, Count Financial Limited and its 100% owned subsidiaries formed a
tax consolidated group. Members of the group agreed to enter into a tax sharing arrangement in order to allocate income tax
expense to the wholly-owned subsidiaries on a pro-rata basis. In addition the agreement provides for the allocation of income
tax liabilities between the entities should the head entity default on its tax payment obligations.


Indemnification and Insurance of Directors and Officers
During the financial year, the Company paid premiums in respect of a contract insuring all the Directors and Officers of the
parent entity and its controlled entities against any claims and wrongful acts arising out of their conduct while acting in their
capacity as Director or Officer of the Company.

All Directors’ and Officers’ liability policies contain a Confidentiality Condition, which restricts the insured from disclosing certain
information in regard to this insurance.


Auditor’s Independence
1. Auditor’s Independence Declaration
Declaration of independence by Ernst & Young has been received and is set out on the attachment.

2. Non-Audit Services
During the financial year ended 30 June 2009 and to the date of the report, the auditors, Ernst & Young did not provide any
non-audit services to the Company. The Board Audit Committee is satisfied that the services provided by the auditors during
the year ended 30 June 2009 did not contravene the independence requirements as defined in the Corporations Act and has
advised the Board accordingly.

3. Directorships
During the financial year ended 30 June 2009 and to the date of this report, no Director or Officer of the Company is, or has
been a Director or Partner of Ernst & Young, the Company’s auditors.


Rounding
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is
applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the
Class Order applies.


Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Count Financial
Limited support and have adhered to the principles of corporate governance. The Company’s Corporate Governance Statement
can be found on page 42.

Dated at Sydney this 13 of August 2009

Signed in accordance with a resolution of the Directors:




Barry M. Lambert
Executive Chairman




                                                                                                                                           55
     Audit Independence Declaration




           Auditor’s Independence Declaration to the Directors of
           Count Financial Limited

           In relation to our audit of the financial report of Count Financial Limited for the financial year ended 30
           June 2009, to the best of my knowledge and belief, there have been no contraventions of the auditor
           independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.




           Ernst & Young




           Sean van Gorp
           Partner
           13 August 2009




                                                                                    Liability limited by a scheme approved
                                                                                    under Professional Standards Legislation




56   COUNT FINANCIAL LIMITED AND ITS CONTROLLED ENTITIES ANNUAL REPORT 2009

				
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