Fletcher Building/Announcement
Fletcher Building logo

FBU ASM documents, CEO announcement and earnings guidance

AGM24 October 2017FBUMaterials

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

2017 Annual

Shareholders’ Meeting

25 October 2017

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Sir Ralph Norris

Chairman

Directors
Sir Ralph Norris (Chairman)

John Judge

Dr Alan Jackson

Bruce Hassall

Tony Carter

Cecilia Tarrant

Steve Vamos

3

Fletcher Building Annual Shareholders’ Meeting 2017

Meeting agenda
FY17 review

•Overview of FY17 financial performance

•Construction Division update

•Board actions

•FY17 performance by Division

•Progress on turnaround strategies

FY18 outlook

•CEO appointment

•Strategic review

•FY18 outlook and earnings guidance

ASM procedures

•Voting on resolutions

•Q&A

4

Fletcher Building Annual Shareholders’ Meeting 2017

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

2017 Performance

Overview

2017 financial performance overview
Fletcher Building Annual Shareholders’ Meeting 2017

6

Operating earnings before significant items

$525

m

Net earnings before significant items

$321

m

23%

23%

4%

24%

Revenue

$9,399m

Total dividend per share

39c

Flat YoY

Basic earnings per share before significant items

46.3c

Divisional performances
Fletcher Building Annual Shareholders’ Meeting 2017

7

EBIT¹

NZ$m

252²

133

176

84

78

(63)

267

169

193

130

(204)

(30)

Building ProductsInternationalDistributionResidential & Land

Development

ConstructionCorporate

FY 2016FY 2017

1.Before significant items

2.FY2016 Building Products EBIT adjusted for divestment of Rocla Quarries and Pacific Steel

Stripping out B+I, Group EBIT was up 20% YoY

and NZ EBIT was up c30%

+6%

+27%

+10%

+55%

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Construction Division

Update

Construction in context
Fletcher Building Annual Shareholders’ Meeting 2017

9

LOCAL AND GLOBAL INDUSTRY

CHALLENGES

•Catch up following historical

underinvestment in infrastructure

and population growth creating

buoyant conditions in many

markets

•Skill and labour scarcity

•Transfer of risk from client to

contractor

•Thin profit margins, providing little

room for error

•Poor productivity

FLETCHER CONSTRUCTION

CHALLENGES

•Large growth in project pipeline

in short space of time

•Core capability failings in B+I

•Inconsistent approach to risk

management and pricing in bid

phase

•Project management resource

stretched with growth in projects

•Increased complexity of project

design and engineering not

managed effectively

What we said we would do, and what we have done
10

Fletcher Building Annual Shareholders’ Meeting 2017

Improve business and

project governance

Improve commercial and

construction expertise

1

2

→New financial management system in place for B+I, Infrastructure and South Pacific,

with project reporting now standardised

→Monthly reviews of all projects by Construction Leadership Team (CLT)

→Monthly reviews of all major projects by the CEO and Executive

→FB Board undertakes regular operational review meetings with the CLT

→Recruitment of Board Director with deep construction and contracting experience

→Chief Executive Michele Kernahan–strong commercial expertise, led the

Christchurch rebuild

→B+I General Manager David Kennedy 30+ years experience in construction + Balfour

Beatty UK

→Highly experienced CLT, all internally appointed:

→Significant recruitment in 2017 to lift skill base and augment capability –focus on

project management/delivery/operations, risk and commercial management

oDavid Geor, Infrastructure

oBrent Leach, South Pacific

oKen Lotu-I’iga, Higgins

What we said we would do, and what we have done
11

Fletcher Building Annual Shareholders’ Meeting 2017

Introduce more

commercial rigour

around bids

Focus on key sectors

and clients

3

4

→Revised bidding process has been in place since the start of 2017

→Bid criteria established –focussed on what we can win and what will deliver/exceed

bid margins in today’s environment

→Stage gate approval process –improved oversight of risks and mitigations

→Board now appoints a Subcommittee to review and make recommendations on

major projects

→Better coordinated approach across FB businesses on key construction clients

→Focus on specific industry sectors and clients –strength of relationship and

acceptable risk profiles

Fletcher Building Annual Shareholders’ Meeting 2017
12

KPMG review findings: key projects

→Highly challenging project with significant remaining risks

→High staff turnover has had major adverse impact

→New, stable leadership team is improving organisation and morale

→Forecast outcome materially worse than previously expected

→Significant ongoing judgment required to account for unknown and unquantifiable risk

InternationalConvention Centre

/ Hobson Street Hotel

(B+I)

→Well-run project, forecast outcome consistent with FB expectation

→Many complex technical aspects successfully worked through

→High percentage of subcontracting work contracted

Commercial Bay

(B+I)

→Well-run projects, strong partners

→Relatively early-stage, major earthworks to be undertaken over next two years –

dependent on weather and terrain

→Forecast outcomes broadly consistent with FB expectation

Puhoi to Warkworth

& Hamilton City Edge

Expressway

(Infrastructure)

Fletcher Building Annual Shareholders’ Meeting 2017
13

→Need to implement standardised approach to tender process, project management,

control environment, design management, and risk and opportunity management

across B+I

→Increased use of “design & build” contracts and design novation underscores

importance of tendering and design management expertise

→Deficiencies in processes and project controls have been key contributors to NZICC

issues –new team addressing issues, but will take time to embed

→Opportunities to better-integrate JDE into project management

→Opportunities to adopt areas of good practice observed on Infrastructure projects

Building + Interiors

→Governance and management processes, systems and controls are robust,

clearly-defined and comprehensive

Infrastructure

KPMG review findings: project governance

Construction Division –future focus
Fletcher Building Annual Shareholders’ Meeting 2017

14

TALENT

DELIVERY

BIDDING

SYSTEMS

SAFETY

Attracting and retaining the best people in the industry,

investment in leadership and capability

All our people going home safe every day

Strengthened project management talent, robust governance,

clear accountabilities, client focus

Disciplined approach to winning new work, strengthened governance

and a focus on long-term profitable growth

Stronger finance and IT systems improving our ability to forecast,

manage and control performance

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Board

Actions

Board actions
→Board resolved to reduce all Directors fees by 20%, effective immediately

→Maintain existing requirement for Directors to acquire a holding of at least

20,000 shares as a condition of their appointment –not common amongst

largest listed companies in NZ and ensures financial alignment between Board

and shareholders

Fletcher Building Annual Shareholders’ Meeting 2017

16

Board renewal

1

→Appointment of a Director with deep construction and contracting experience

will strengthen Board and Audit and Risk Committee

→Additional Director will be appointed as part of standard renewal process

Director fee

freeze

2

Best-practice

communications

3

→Updated Shareholder Communications Policy, reflecting industry best practice

→Continue to provide timely and relevant information to all shareholders

66
67

69

85

F B F Y 1 6F B F Y 1 7I N D U S T R Y

N O R M *

F B T O P 2 5 % * *

We have strong foundations

Fletcher Building Annual Shareholders’ Meeting 2017

17

People engagement

3,000+

Leadership capability

Leadership program participants FY14-FY17

Results of FBuSay employee engagement survey

Employee engagement index

* Industry norm = composite of Manufacturing, Heavy Building Products and Retail sectors

** FB Top 25% = the top 25% of FB teams with the highest engagement

We have strong foundations
Fletcher Building Annual Shareholders’ Meeting 2017

18

Safety performance

Total reportable injury

frequency rate has reduced

from 57.5 in 2006 to 6.8 in

2017.

Major new safety initiative

launched in 2017 –Protect.

* Total reportable injury frequency rate, measured as the sum of lost time and medical treatment hours, per million employee and contractor hours

TRIFR*

YEARS

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

FY17

Performance by

Division

Fletcher Building’s divisional structure
Fletcher Building Annual Shareholders’ Meeting 2017

20

Building Products Division
Fletcher Building Annual Shareholders’ Meeting 2017

21

Chief Executive: Matt Crockett

Approx. 3,900 people employed

Over 80 manufacturing sites in

NZ and AU

Local investment and

high quality standards a

competitive advantage

HIGHLIGHTS

→Increased volumes, revenues and EBIT in NZ concrete and aggregates

value chain

→Solid growth in demand for plasterboard and increased price for

insulation

→Good EBIT improvement in plastic pipes, turnaround in Australia

→Looking for further opportunities to achieve price increases

Distribution Division
Fletcher Building Annual Shareholders’ Meeting 2017

22

Chief Executive: Dean Fradgley

Approx. 6,000 people employed

Over 330 retail sites in

NZ and AU

Customer leading focus a

competitive advantage

HIGHLIGHTS

→Very good result across NZ building supplies, and NZ and AU steel

distribution businesses –EBIT more than 20% higher than FY16

→PlaceMakers and Micobenefiting from heightened levels of activity in

the NZ building and construction markets

→Turnaround in Tradelink gaining some momentum, but still a long way

from achieving acceptable returns

International Division
Fletcher Building Annual Shareholders’ Meeting 2017

23

Interim Chief Executive:

Mitch Quint

Approx. 5,500 people employed

Operations across Europe, North

America and Asia

Significant focus on innovation

for competitive advantage

HIGHLIGHTS

→Formica group hitting $88m of EBIT, including a $21m positive swing

in EBIT of Formica Europe

→First time there has been positive momentum in all three Formica

regions

→Laminex NZ and AU proved to be a robust performer in all regions

except Western Australia

Residential and Land Development Division
Fletcher Building Annual Shareholders’ Meeting 2017

24

Chief Executive: Steve Evans

11 developments* in Auckland

5 developments* in Canterbury

Aspiration to deliver 1,000

homes per year

HIGHLIGHTS

→Increase in residential units sold following investment in land and

builds

→Still very strong demand for new houses in Auckland, while

Christchurch market is well supplied

→Significant profits derived from the Land Development business,

mainly due to sale of large James Fletcher Drive site

* Sales or construction underway

Construction Division
Fletcher Building Annual Shareholders’ Meeting 2017

25

Chief Executive:

Michele Kernahan

Approx. 4,400 people employed

Higgins delivered 15% ROFE

in its first year post acquisition

Significant government focus on

infrastructure investment

in NZ and AU

HIGHLIGHTS

→Infrastructure benefitted from completion of Waterview Tunnel plus

MacKay’s to Peka Pekaroad

→Higgins had very successful first year delivering $39m of EBIT, joining

Kaikourarebuild alliance and being integrated into Construction division

→Strong year for South Pacific with 18% improvement in EBIT after

completing a number of large contracts

Turnaround strategies progress
Fletcher Building Annual Shareholders’ Meeting 2017

26

→AUSTRALIA

→$27m turnaround over last two years due to restructured product offering,

manufacturing site improvements and cost overhead reductions

→Further upside now reliant on improved industry dynamics

→AUSTRALIA

→Early stages of improving revenue trend centred around new store rollout,

regaining share of SME wallet and stocking and delivering the right products

→Significantly impacted by weakness in Western Australia and losses in

market share

→EUROPE

→$21m swing to positive EBIT in FY17 due to growth in local currency revenue,

operational improvements of North Shields plant and overhead reductions

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

CEO Appointment

Introducing Ross Taylor
Fletcher Building Annual Shareholders’ Meeting 2017

28

→Starts 22 November 2017

→Impressive career in construction, real estate, manufacturing and engineering

sectors

→Worked across our core markets of NZ and Australia, plus Europe, Asia and USA

→Most recently CEO of UGL, an international engineering, services, construction

and product manufacturing business, acquired by CIMIC in early 2017

→Prior to this Managing Director and CEO of Tenix, and before that various senior

positions with Lend Lease

→Proven experience leading business turnarounds and improving performance

and shareholder returns

→Direct experience across a range of our core sectors –housing, manufacturing

and construction

→Focus on people and culture, safety performance, client and customer

satisfaction and sustainability

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Strategic Review

Strategic review
Fletcher Building Annual Shareholders’ Meeting 2017

30

→CEO to lead review of Fletcher Building strategy, alongside Executive Team and Board

→Executive Team and Board have commenced a review of current business performance

and the competitive landscape to assist this process

→We continually review our portfolio to ensure we are allocating capital in a way that

delivers the most value to our shareholders

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

FY18

Outlook and

Earnings

Guidance

Fletcher Building Annual Shareholders’ Meeting 2017
32

FY18 outlook

New Zealand

→Overall market remains robust, but with low-growth –impacted by resource constraints, unusually wet weather in

Q1, and anticipation of new government policy

→Building materials and distribution businesses recording flat to low single-digit YoY growth

→Strained supply chains creating some cost headwinds

→House prices in Auckland have softened slightly, though in line with expectations and sales volumes are solid –full-

year volume dependent on consent and development timelines

Australia

→Overall market flat to slightly down –eastern seaboard solid, WA still struggling

→Turnarounds are key to full-year performance: Tradelink, Fletcher Insulation, Rocla, Iplex

→Cost headwinds on energy

Rest of World

→Modest growth in local currency terms, Formica trading to plan

Earnings guidance
Fletcher Building Annual Shareholders’ Meeting 2017

33

Given the uncertainty in estimating the final outcomes of the major B+I projects, and the resulting impact on in-year

earnings, Fletcher Building is separating guidance of the B+I business from the remainder of the Group’s earnings.

FY18 earnings before interest & tax (EBIT)

(1)

:

Fletcher Building excl. B+I: $680m to $720m

B+I: Estimated loss of $160m

Fletcher Building will provide regular updates to shareholders on performance of the B+I business and progress on

key projects. Updates to take place at half-year results (February), May, full-year results (August), and Annual

Shareholders’ Meeting (October).

Fletcher Building will maintain its standard disclosure obligations on the FY18 earnings guidance for the Group

excluding B+I.

(1) EBIT is pre-significant items

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Electronic voting

instructions

Handset instructions –inserting your smartcard
•The smartcard should be inserted into your

handset

•If the smartcard is not inserted into your handset

please do so now

•Make sure the chip at the bottom of the

smartcard is inserted and facing you

•A welcome message will briefly appear when the

card is inserted correctly

•You will then be returned to the holding screen

where your name will now appear at the top of

the display

Fletcher Building Annual Shareholders’ Meeting 2017

35

Handset instructions –casting your vote
•When the chairman opens the poll, instructions will appear in

the device screen.

•Use the red triangle, green square and blue track ball to

select/navigate through the screens.

Fletcher Building Annual Shareholders’ Meeting 2017

36

Handset instructions –casting your vote
•Voting options will appear on the screen. Press:

Button 1 to vote for

Button 2 to vote against

Button 3 to withhold your vote

•Confirmation that your vote has been received will appear on

the screen.

Fletcher Building Annual Shareholders’ Meeting 2017

37

Handset instructions –casting your vote
•Confirmation that your vote has been received will appear on

the screen

•To change your vote, simply enter your new choice (1, 2 or 3)

to overwrite your previous selection

•If you wish to cancel your vote, press the ‘X’ button

Fletcher Building Annual Shareholders’ Meeting 2017

38

Voting via Lumi AGM app
Fletcher Building Annual Shareholders’ Meeting 2017

39

•A voting icon will appear on the navigation bar

•Select one of the options to cast your vote

Fletcher Building Annual Shareholders’ Meeting 2017
40

ASM voting

Fletcher Building Annual Shareholders’ Meeting 2017
41

Resolution 1:

Election of Bruce

Hassall as a director

of the company

Fletcher Building Annual Shareholders’ Meeting 2017
42

Resolution 2:

Re-election of

Cecilia Tarrant as a

director of the

company

Fletcher Building Annual Shareholders’ Meeting 2017
43

Resolution 3:

Auditor’s

remuneration

Building communities,
building lives.

Fletcher Building

Annual Shareholders’ Meeting 2017

Q&A

---

P a g e | 1








FLETCHER BUILDING LIMITED



Annual Shareholders’ Meeting 2017



Chairman Speech

P a g e | 2


Annual Shareholders’ Meeting 2017


Chairman Speech



CHAIRMAN


Welcome


Good morning ladies and gentlemen and welcome to the 2017 Annual

Shareholders’ Meeting of Fletcher Building Limited. My name is Ralph Norris, and I

am the Chairman of the Fletcher Building Board of Directors.


I advise that a quorum is present and the meeting is duly constituted.


We are in a beautiful and significant building for today’s meeting. Auckland

Museum is a non-smoking venue. Please exit the building if you wish to smoke. In

the unlikely event of an emergency, please follow the instructions of Museum hosts,

who will get you out the exits and to safety.


This year, as part of our ongoing commitment to making our meetings accessible to

as many shareholders as possible, we are pleased to extend a warm welcome to

those participating online through our virtual meeting provided by our share

registrar Computershare.


Before commencing the business of the meeting, I’d be grateful if those joining us

in person could please make sure your phone is on silent and that you use the Lumi

AGM app purely for voting and asking questions. This will allow more people to use

it to view the meeting remotely and not tie up bandwidth at the venue here today.


There will be opportunities for shareholders to ask questions later in the

proceedings. If you are using the Lumi AGM app on your phone, tablet or desktop

PC, you can ask questions by clicking on the question icon in the navigation bar at

the bottom of the screen. You will receive confirmation that your message has been

received. Please note that due to time constraints we may not be able to address

all questions today. Questions sent via the Lumi AGM app will also be moderated

to avoid repetition, and if questions are particularly lengthy we may need to

summarise them, for reasons of brevity. In the event that we are unable to address

your question in the time available today, your question will be answered by email

or post after the meeting.


For further instructions please refer to the Virtual Meeting Guide that has been sent

to shareholders and is also available on the info screen in the Lumi AGM app.


If you are sitting in the room and want to use the Lumi AGM app on your

smartphone to vote and you haven’t already downloaded the app then you should

do so now according to the instructions distributed at the entrance. There are also

people in the room that will be able to provide you with any assistance.


Directors


Before commencing the business of the meeting, let me introduce my fellow

directors.


On my immediate right is John Judge. John has considerable executive experience

in Australasian business including most recently as the Chief Executive of Ernst &

P a g e | 3

Young New Zealand. He is Chairman of the ANZ Bank New Zealand and the

Auckland Arts Festival Trust, a director of The New Zealand Initiative, and a

member of the Otago University Business School Board of Advisors. John will be

retiring from the Board at the end of this meeting, having served 9 years on the

Board.


Next to John is Alan Jackson, who was appointed to the board in 2009. A Civil and

Construction Engineer in his earlier career, Alan holds a PHD in Civil Engineering

and is a Fellow of Engineering New Zealand. He has been an international

consultant since 1987 and was until 2009 the Australasian Chairman and a director

of The Boston Consulting Group. He has proven experience at the most senior

levels of international and government business. He is a director of Delegat Group

and Chairman of New Zealand Thoroughbred Racing.


Next to Alan is Bruce Hassall, who was appointed to the board in March this year. He

was the CEO and a Senior Partner of PwC New Zealand until mid-2016 when he

ended his 30 year career with the company. He is an Independent Non-Executive

Director of the Bank of New Zealand, Chairman of The Farmers Trading Company

and Non- Executive Director of Prolife Foods and Fletcher Building Industries

Limited. He serves as a member of the Advisory Board at the University of Auckland

Business School and was a founding board member of the New Zealand China

Council.


Next to Bruce is Tony Carter, who joined the board in 2010. Tony trained as a

chemical engineer, was previously Managing Director of Foodstuffs Auckland and

Foodstuffs New Zealand and has extensive experience in retailing, including as a

previous director and later Chairman of Mitre 10 New Zealand. Tony is currently

Chairman of Fisher & Paykel Healthcare, Air New Zealand, and the Auckland Blues,

and is a director of ANZ Bank New Zealand and Avonhead Mall.


On my left is Charles Bolt, our Company Secretary and General Counsel.


Next to Charles is Cecilia Tarrant, who joined the board in 2011. She has over 20

years' experience in international banking and finance, as both a lawyer and an

investment banker, in the United States and Europe. Cecilia is a director of SEEKA

and Payments NZ, chairman of the Government Superannuation Fund Authority, a

member of the University of Auckland Council and a trustee of the University of

Auckland Foundation. Cecilia is also an executive-in-residence at The University of

Auckland Business School.


Next to Cecilia is Steve Vamos, who joined the board in 2015. He has more than

thirty years’ experience in the Information Technology and online media industry

and has lived and worked in Australia, the USA and Asia. Steve currently serves as

a non-executive Director of Telstra and is a member of the Advisory Board of the

University of Technology Sydney Business School.


Meeting agenda


We are here today to be accountable to our shareholders, to keep you informed

about what is happening across the business, and to update you about further

losses we have incurred in the Building + Interiors business unit of our Construction

Division, as announced to the market this morning.


These losses, which I will go into in detail shortly, have been reflected in our

earnings guidance for 2018. Today we will provide further transparency about how

these issues occurred, the remedial action we have taken, and the risk profile that

P a g e | 4

remains across our legacy projects.


Please be assured that a considerable amount of remedial action has taken place

in the last year by the Board, the Executive Team and the Construction Leadership

Team.


We have improved business and project governance; improved systems and

processes; improved the construction and commercial capability of the Construction

Division; and introduced more commercial rigour around the bidding process.


I strongly believe that these actions will address the issues we have experienced

over the long term by ensuring our approach to bidding for, contracting and

managing future projects is greatly enhanced.


However, these measures will only go so far in altering the trajectory of our legacy

projects that commenced some time ago.


I understand many of you will want to understand how these issues arose in the

first place, and I will go through this in detail soon.


At this point I want to offer my personal apology to our shareholders. Mistakes have

been made and responsibility ultimately rests with the Board. As we stated at our

full year results briefings, we fully accept this responsibility.


Our focus now is on delivering these legacy projects to the highest quality for our

clients, and mitigating future losses. We recognise our shareholders will want

transparency over the remaining risk profile attached to our Building + Interiors

project pipeline.


Construction is a dynamic and sometimes volatile business. Some of our projects

are complex and will take a number of years to complete. During that time, as the

projects develop, risks can materialise that negatively impact our financial position.

Equally, upside opportunities can present themselves.


Furthermore, accounting standards require construction losses to be recognised as

soon as they become probable.


And as I have said before, estimating losses on large, complex projects is difficult,

and requires significant judgment based on the best information available at the

time.


To provide as much clarity as possible we will report guidance in a different way

this year. We will isolate Building + Interiors, and then report guidance for the

remainder of the Fletcher Building business separately. We are also committing

today to provide more regular updates to shareholders on the progress of the B+I

projects as they are completed.


Our aim is to help our shareholders better understand the performance of the

Building + Interiors business, as well as the underlying strength of our broader

portfolio of businesses.


I will go through this in detail later in the proceedings.


Turning now to the agenda on slide 4.


I will shortly provide an overview of the company’s financial performance for the

P a g e | 5

year ended 30 June 2017 and an update on the progress we have made in the

Building + Interiors business unit of the Construction Division, which I have touched

on briefly now. I will then share with you the actions that the Board is proposing to

take to further improve the Division, and to respond to recent feedback from our

shareholders.


I will then move on to the performance of our Divisions in 2017 and the progress we

are making on our turnaround strategies.


As you would have seen from our market disclosure this morning, we are very

pleased to have secured a high calibre CEO appointment in Ross Taylor, who will

provide strong leadership to Fletcher Building in the future. Later in the agenda I will

take some time to share more about Ross’s background and expertise.


I will then outline the strategic review he will undertake upon commencement, and

move on to our 2018 outlook and earnings guidance.


We will then go through the formal proceedings, which this year comprise three

resolutions, as outlined in the Notice of Meeting. The resolutions will be decided by

poll, based on votes cast in the room here today via the Lumi handsets and by

shareholders here and online using the Lumi AGM app. Questions on a resolution

will be taken before it is voted on.


Please note that voting on the resolutions is now open. For those using Lumi

handsets, the resolutions should appear on your screen. For those using the Lumi

AGM app on your smart phone or PC, the voting icon will appear on the navigation

bar at the bottom of your screen. Once you click on this, the resolutions will appear

on your screen, along with the voting options. I will talk in more detail about using

the voting technology when we come to formal consideration of the resolutions later

in the meeting. For those of you already familiar with the technology, if you wish you

can vote any time during the proceedings until I declare the voting closed after all

resolutions have been considered and voted on. You can also change your vote at

any time throughout the proceedings, until voting is closed. I will give you a clear

prompt later in the meeting to warn of the close in voting.


At the conclusion of voting we will then take the opportunity for general business

questions and discussion, which incorporates questions from in the room and online.

You can start submitting questions online now, which we will address later in the

proceedings.


2017 financial performance overview


Now I would like to turn your attention to slide 6 which provides an overview of our

financial performance in 2017.


Fletcher Building reported operating earnings before significant items of $525

million, which was a 23% decrease on financial year 2016. This was driven solely by

the losses of the Building + Interiors business, which I will discuss shortly.


Revenue of $9.4 billion was 4% higher, while net earnings before significant items

were also down 23% to $321 million.


Earnings per share before significant items were 46 cents and the final dividend of

19 cents per share was paid on 11th October and took the total dividend for the year

to 39 cents per share. This corresponded to a pay-out ratio of 84%.

P a g e | 6

Divisional performances


Turning now to slide 7 and you can see here the detail of the performance last year

by each of our divisions.


The losses in the Construction division were incredibly disappointing and amounted

to a $282 million reversal on the prior year’s result. B+I was the sole driver of this, as

our Higgins, Infrastructure and South Pacific businesses performed well.


Elsewhere, the four other divisions in the Group all posted healthy improvements in

earnings. In fact, excluding the losses incurred in the Building + Interiors business,

the Group’s earnings increased by approximately 20%, and earnings from the New

Zealand businesses increased around 30%.


Highlights included the performance of the International and Distribution divisions,

which I will talk to in more detail a little later on, while the Residential and Land

Development business also reported a large earnings improvement on last year,

although this was mainly due to the sale of a large commercial property.


Construction Division update


I would now like to spend more time discussing the Construction Division.


As outlined, the situation with regard to the Building + Interiors business unit has

worsened since the full year results and I will address this shortly when discussing the

findings from our latest review of the B+I projects, including the findings from the

independent KPMG review, which has looked in detail at the two biggest B+I projects.


First I would like to share with you the work that has been undertaken to ensure we do

not find ourselves in this position again in the future.


With the Fletcher Building Executive Team, the Construction Division’s Chief Executive

Michele Kernahan and her leadership team, we have identified what went wrong and

we are working assiduously to fix it.


We do not seek to diminish our responsibility, but to understand why this happened it is

important to understand the environment in which it occurred. Slide 9 provides some

context for what we are experiencing, based on widely-reported evidence.


Our country is undergoing one of the largest infrastructure and housing booms in its

history.


We operate in a globalised industry, meaning we compete with a range of international

markets for the best talent.


A scarcity of skills and talent is affecting construction companies in NZ and around the

world. The Ministry of Business, Innovation and Employment says that New Zealand

needs 56,000 more construction staff to meet demand.


Inflation is running much higher in construction than in the wider economy, and our

sector is incredibly competitive, resulting in much thinner margins that provide little

room for error.


And like other contractors locally and globally, we are experiencing an increasing

transfer of risk from client to contractor, as well as having to tender against

international-style contracts, which are more complex and onerous than in the past. In

P a g e | 7

commercial construction, “design & build” contracts and design novation are becoming

more prevalent than in the past, posing particular challenges around tendering and

design management. The size and scale of new projects is also attracting large

international competitors.


It is within that broader context that our own internal challenges created the issues we

experienced in 2017.


Our project pipeline in Building + Interiors grew rapidly in a short space of time,

especially the number of large projects being undertaken at the same time.


As the pipeline grew there were a number of failings within the core capabilities of the

Building + Interiors business, across a range of projects.


This included bid strategy, project planning and resourcing, commercial judgment

around the pricing of risk, and the management of consultants.


Our project management resources became stretched, impacted by the labour scarcity

of the broader sector and our own rapid growth. This was compounded by projects that

presented highly complex design and engineering challenges, which were not

managed or priced effectively by stretched teams.


Similar to what has happened globally, these failings occurred despite there being

deep construction experience within the Building + Interiors business and the

leadership of the Construction Division, across a range of complex and successful

projects.


Our key learning from this is that in addition to having high-quality bid and project

teams we must ensure we have more robust systems and processes which ensure an

appropriate level of testing and challenge on major projects at key intervals.


As I will explain now, we are introducing these systems and processes, and in doing

so, we are strengthening our ability to make effective judgements and decisions,

particularly on major projects.


What we said we would do, and what we have done


Turning now to slide 10, it is important our people, our shareholders and our

customers can trust us to do what we say we are going to do. We have made a

number of commitments to you all, and our actions since then will demonstrate that

we remain focussed on delivering on each and every one of them.


We said we would improve business and project governance and we have.


We have made significant enhancements, which will ensure our future projects are set

up for success from the outset.


We have implemented new financial management systems for the Building + Interiors,

Infrastructure and South Pacific businesses. Our project reporting has been

standardised; detailed monthly reviews of all projects are conducted by the

Construction Leadership Team; and monthly reviews of all major projects are

conducted by the CEO and Executive.


The Board undertakes regular operational review meetings with the Construction

Leadership Team, ensuring ongoing oversight of our pipeline and delivery.

P a g e | 8

We said we would improve the commercial and construction expertise of the

business, and we have.


We appointed a new chief executive of the Construction Division, Michele Kernahan.

Michele has worked for Fletcher Building since 1998 and understands the Company

intimately. She led EQR during the Christchurch rebuild – an incredibly complex task.


Michele has greatly enhanced the commercial expertise of the Division and is

providing strong leadership as the Building + Interiors business continues its

turnaround.


Michele has appointed a new General Manager of the Building + Interiors business,

David Kennedy. David is a highly experienced construction expert, with over 30 years’

in the industry across multiple markets. He comes to Fletcher Building from Balfour

Beatty, which is one of the UK’s largest infrastructure development and construction

firms.


Our broader Construction Leadership Team is also highly experienced and we are

proud to say all General Managers were internally appointed. We have David Geor

leading Infrastructure, Brent Leach leading our South Pacific business, and Ken Lotu-

I’iga leading our highly successful acquisition Higgins.


Outside our leadership team we have undertaken recruitment in 2017 to lift our skill

base and augment existing capability – with a strong focus on project management,

project delivery and project operations, as well as risk and commercial management.


On to slide 11 now. We said we were going to introduce more commercial rigour

around our bids, and we have.


A revised bidding and bid review process has been in place since the start of 2017,

which now ensures tighter commercial rigour, increased profit expectations and

deeper scrutiny and challenge by the Construction Division’s leadership. We are

focussed on what we can win, pricing risk and determining what will deliver or exceed

our margin expectations.


We have improved our oversight of risks and our ability to mitigate them through a

stage gate approval process. We will not bid for projects where our criteria are not

met, and this increased rigour has already resulted in the business not tendering for

some projects due to the risk transfer being proposed.


And the Board now also appoints a sub-committee to review and make

recommendations on bids for major projects, ensuring oversight at the highest level of

the Company.


We said we would focus on key sectors and clients, and we have.


While we don’t intend to share the intimate detail of our commercial strategy for our

competitors to benefit from, we are focussed on pursuing projects where we have a

strong relationship with the client, and where the project presents acceptable risk

profiles.


We are also getting better coordinated across all Fletcher Building businesses, to

ensure our construction clients receive the best possible service we can provide.


This has been a substantial program of work implemented over the last 10 months.

P a g e | 9

There is no silver bullet. Instead we have systematically reviewed the total

performance of the business and strengthened our governance, processes, systems

and talent across the board.


We expect this to have a positive impact on the way we win and manage projects in

the future. As I said earlier, however, these measures will only go so far in altering the

trajectory of projects that commenced some time ago.


Which brings me to the current position of our Building + Interiors business.


Before we look at the outcomes of the KPMG review, and while it is already widely

known, I would like to confirm for you today that the two major projects on which we

have incurred the majority of our losses are the Justice Precinct in Christchurch and

New Zealand International Convention Centre in Auckland.


We have not named them previously because we have strict confidentiality clauses in

our contracts, and we take our obligations to our clients very seriously.


Unilaterally deciding to ignore our contractual requirements would simply put at risk

our client relationships and our ability to win work in the future – which is not in the

best interests of our shareholders.


However, in the face of these extenuating circumstances and shareholder demand,

we have been able to gain agreement from our clients to make an exception in this

instance.


I will stress now that this is an exception to the rule, and we will continue to uphold our

contractual requirements for confidentiality on all other matters pertaining to our

projects, both now and in the future.


KPMG review findings


Turning now to slide 12 and I will share with you the key findings of the KPMG review.


To augment our existing governance processes, which I have just outlined, we

commissioned KPMG to review our two largest projects in both the Building + Interiors

business unit and our Infrastructure business unit.


In Building + Interiors this comprised the Convention Centre and Commercial Bay and

in Infrastructure, the Puhoi to Warkworth motorway project and Hamilton City Edge

Expressway.


The KPMG review is an internal management document and we will not be releasing

the detail of the report, however I would like to speak to some of the review’s key

findings.


I am pleased to say that three out of the four projects reviewed by KPMG are currently

on track, including Commercial Bay and the two projects in our Infrastructure

business.


On these projects, KPMG has identified that both risks and opportunities exist, but that

the projects are well-run with forecast outcomes broadly consistent with the position

taken by Fletcher Building.


The key issues identified in the KPMG review relate to the project that has already

been identified as a major contributor to our losses, the Convention Centre. KPMG

P a g e | 10

has highlighted that:


 It is a highly challenging project with significant remaining risks;


 High staff turnover throughout the first two years of the project has had a major

adverse impact on performance, knowledge retention in the project, and the

ability to accurately estimate the final outcome;


 The new leadership team that was recently put in place is improving project

organisation morale, and site performance;


 Significant ongoing judgment is required to account for unknown and

unquantifiable risks on the project.


You may have seen comments made by the CEO of Sky City last week, pointing to

the fact that Building + Interiors “have put in place a very experienced team to work on

our project and we are seeing a definite, positive shift in momentum.” KPMG has also

highlighted this improvement in its report. We remain aware, however, of the

significant complexity associated with this project, and hence there remains a large

degree of uncertainty over the final outcome.


This information has informed our earnings guidance, which we will discuss shortly.


Turning now to slide 13. The KPMG review also outlined a series of findings and

recommendations regarding project governance.


KPMG noted the governance and management processes, systems and controls in

our Infrastructure business unit are robust, clearly-defined and comprehensive.


KPMG then made a series of recommendations regarding project governance for our

Building + Interiors business.


This includes implementing a standardised approach to the tender process, project

management, the control environment, design management, and risk and opportunity

management across the business unit.


KPMG noted that the increased use of “design & build” contracts and design novation,

which we discussed earlier today, underscores the importance of tendering and

design management expertise.


KPMG also noted that the new Convention Centre team is addressing the deficiencies

in processes and project controls that have been key contributors to the issues we

have experienced on the project, but it will take time for the team to embed itself.


KPMG then highlighted further opportunities to better-integrate JDE into project

management and to adopt areas of good practice observed on Infrastructure projects.


These recommendations align with our own internal assessments and will support our

efforts to improve the performance of Building + Interiors.


Construction Division future focus


Turning now to slide 14. With stronger foundations our Construction Division has

clear priorities for 2018.


Safety remains our number one priority at all times – ensuring all our people get home

P a g e | 11

safely every day is simply table-stakes.


Delivery is paramount. With the right talent, robust governance, clear accountabilities,

and in partnership with our clients, we are firmly focussed on delivering our project

pipeline to the highest quality.


The Division remains focussed on further strengthening its talent pipeline and

investing in the capability of its people; taking a disciplined approach to winning new

work; and leveraging its stronger finance and IT systems to improve its ability to

forecast, manage and control performance.


Board actions


Turning now to slide 16. We have engaged widely with our shareholders, both large

and small, across multiple markets. We have listened to concerns and feedback. In a

number of recent meetings with shareholders that I attended, we heard that after the

events of this year and a change in CEO, shareholders want stability in the leadership

of the Company.


But more construction expertise is desirable, while maintaining diversity of experience,

gender and skill-sets amongst the Board members.


As announced on September 20, John Judge will be retiring as a Director of the Board

at the conclusion of today’s meeting, following the completion of his nine year tenure.

Kate Spargo retired on September 20, after being appointed to the Board of CIMIC

Group Limited – one of the world’s leading international contractors.


As a result of John Judge’s retirement we have appointed Bruce Hassall as Chair of

the Audit & Risk Committee. Bruce has considerable experience in auditing, M&A and

strategic advisory from a career spanning more than 30 years in professional services.


With these two retirements we have the opportunity to now refresh the Board with two

new appointments.


One of these appointments will be a director with deep construction and contracting

experience, which we believe will enhance the expertise of the Board and our Audit &

Risk Committee. This process is well underway and we will make an announcement

as soon as an appointment has been made.


We acknowledge that the issues with the Company’s performance have impacted our

shareholders’ investments. Accordingly, the Board has resolved to reduce all Directors

fees by 20% for the next 12 months, with immediate effect.


We will continue to require all Directors to hold at least 20,000 shares as a condition

of their appointment. This requirement is not common amongst the largest listed

companies in New Zealand, and we believe it ensures the appropriate financial

alignment of interests between the Board and shareholders.


Finally, we have listened to feedback from our retail shareholders regarding our

communications, and we have updated our Shareholder Communications Policy to

better highlight the range of communications channels the Company uses to

communicate with all of its shareholders, as well as outlining new initiatives introduced

in FY17.


We take our responsibility to communicate with all shareholders, large and small, very

seriously, and we are always willing to hear feedback on how we can improve our

P a g e | 12

communications initiatives.


During the year we have strengthened the resourcing of the Fletcher Building

Communications function, which will further support these efforts.


Strong foundations


Turning now to slide 17. I would like to reassure shareholders that the changes we

are making to improve performance are building on an already strong foundation.


We have been investing for many years in organisational culture, which has seen

people engagement continue to improve over time. Our annual engagement survey

has an incredibly high participation rate of 92%. When you consider we employ over

20,000 people, across more than 35 businesses in markets across the globe, this is

an incredible result. Our people want to have a say and want to work with us to

continually improve our culture.


We increased engagement in FY17, despite the challenging year we experienced. As

you can see we are now very close to the industry norm of 69, which is a composite of

the Manufacturing, Heavy Building Products and Retail sectors. Our top 25% most

highly engaged teams have engagement levels much higher than the industry norm,

at 85.


Since 2014 we have invested in the leadership capability of over 3,000 people across

our Company. We are continually building the skills of our people and investing in our

talent pipeline.


And most importantly, on slide 18 you will see that over the last decade we have

radically improved our safety performance. The total reportable injury frequency rate

has reduced from 57.5 in 2006 to 6.8 in 2017.


Of course even one injury is one too many, and our focus on safety will always be a

priority – because we can always do better. In 2017 we launched a major new safety

initiative across all Fletcher Building businesses called Protect – to ensure our journey

of continual improvement continues.


Highly engaged people, highly capable people, and people who go home safe every

day, are the backbone of our business. And we will remain focussed on these

fundamentals into the future.


Fletcher Building’s divisional structure


Turning now to slide 20, it is important to remember the diversity of the Fletcher

Building’s business. We are not only a construction company. We operate over 30

businesses across five key divisions – Building Products, Distribution, International,

Construction and Residential and Land Development.


And the majority of our Divisions and businesses are performing to plan – in fact

many had record years in 2017.


Building Products


On slide 21 we overview the Building Products Division, which is led by Chief

Executive Matt Crockett, has over 80 manufacturing sites across New Zealand and

Australia and employs approximately 3,900 people.

P a g e | 13

Its operations span concrete, cement and aggregates, concrete and plastic piping,

insulation and plasterboard. Through this Division we are one of the largest

investors in local manufacturing in New Zealand. In fact we are the only local

manufacturer of cement.


Although Building Products headline operating earnings before significant items

were down 3% to $267 million, as we have seen in a previous slide, when adjusting

for the divestment of Rocla Quarries and Pacific Steel this was actually up 6% on

last year.


The Firth and GBC Winstone businesses had a good year in 2017 with domestic

volumes up around 3-4% and having a positive flow through to revenue and EBIT

growth.


The 10% increase in Building Products operating earnings was driven by

improvements in plasterboard and performance board volumes at Winstone

Wallboards, while Tasman Insulation’s EBIT more than doubled due to price

increases and improvements in the production facilities.


For the first time since 2014, Iplex Australia reported positive EBIT, and in New

Zealand Iplex earnings benefited from a 4% improvement in volumes.


Given the continued high level of demand for our manufactured building products

and cost increases we are endeavouring to seek price increases wherever possible

to at least offset inflationary pressures.


Distribution


Turning now to slide 22. The Distribution Division, led by Chief Executive Dean

Fradgley, includes 330 retail sites in New Zealand and Australia, employing over

6,000 people.


Its operations include PlaceMakers and Mico in New Zealand and Tradelink in

Australia, as well as steel distribution businesses in both countries.


As I mentioned earlier, the Distribution result in FY17 was one of the highlights

across the group.


Our PlaceMakers and Mico building supplies businesses benefited from the very

high levels of activity in the New Zealand housing and construction markets and

collectively reported operating earnings up 22% on last year. This reflected market

share gains, revenue at both PlaceMakers and Mico increasing 6% year on year,

improved gross margins and controlled operating costs.


The Steel Distribution businesses in New Zealand increased operating earnings by

23% on the back of market share gains across all businesses plus a firm control on

costs.


In Australia, Tradelink continues to show improvement in trading, particularly

targeting SME customers. It opened 20 new stores in FY17, and will open a similar

number in FY18.


It has some recent momentum and has started posting year on year growth in store

revenues, but it is still some way from producing what we would consider to be

acceptable returns. At the end of the last financial year, Tradelink’s carrying value

was written down by $153 million, reflecting the large goodwill and intangible assets

P a g e | 14

included within its asset base previously.


International


On slide 23 we overview the International Division, which is led by Interim Chief

Executive Mitch Quint and employs approximately 5,500 people who work across

North America, Europe and Asia.


Its core brands include Formica and Laminex, which specialise in high pressure and

low pressure laminate surfaces.


Formica had a strong year with its EBIT increasing 42% to $88 million, mainly on the

back of the $21 million swing in Formica Europe earnings and the 35% increase in

Formica Asia EBIT.


It was the first time since Formica was acquired in 2007 that all three of the Formica

regions – Europe, Asia and North America – posted gains in their operating

earnings results.


Laminex’s EBIT grew 13% in FY17 on the back of improvement across both sides of

the Tasman and improved share in decorated board in New Zealand. Western

Australia remained a challenging market for Laminex Australia due to declining

activity levels.


Residential and Land Development


Turning now to slide 24. Our Residential and Land Development Division is led by

Chief Executive Steve Evans, and is currently delivering 11 housing developments

in Auckland and 5 in Canterbury. Our aspiration is to deliver 1,000 homes per year,

depending on market conditions and the availability of suitable land.


The Fletcher Living business posted a 3% increase in EBIT in FY17 based on

selling 499 houses and sections in the Auckland and Christchurch regions.


The number of houses sold was lower than expected due to the timing of land

purchases, constraints around obtaining building consents, weather delays and a

slowing of the Auckland market in the last quarter of the year.


There is still strong demand for houses in the Auckland market within key price

brackets, and in FY18 the number of houses and sections sold is expected to be a

material increase on FY17.


The Land Development operating earnings of $54 million were positively impacted

in the second half of the year by the sale of James Fletcher Drive, which

represented the majority of Land Development earnings for FY17.


As total funds employed in the Residential and Land Development Division have

now increased to over $500 million, the focus continues to be on profitable growth in

houses delivered to market, and at least $25 million per annum over the next 5

years in Land Development earnings.


Construction


Slide 25 overviews our Construction Division, which is led by Chief Executive

Michele Kernahan and comprises four business units – Building + Interiors,

Infrastructure, South Pacific and Higgins.

P a g e | 15


We have already talked at some length about the result in the Construction Division

but it is worth mentioning the performance of the businesses outside of Building +

Interiors.


Infrastructure had a good year on the back of the completion of the Waterview

Tunnel plus the McKays to Peka Peka road north of Wellington, but is likely to

produce a lower EBIT in FY18 due to major new projects being at an early stage.


The recently acquired Higgins business had a strong contribution of $39 million in its

first year of Fletcher Building ownership, representing a 15% return on its carrying

value.


The South Pacific performance was also strong but will return to more historic

averages in FY18 as the backlog has significantly reduced, with a very short

average duration of projects to be completed.


Turnaround strategies progress


Turning now to slide 26, I would like to touch on the progress we are making

against our turnaround strategies in Australia and Europe.


The Board and I would like to acknowledge the impact prior acquisitions have had

on the performance of the Company over many years.


Five years ago we commenced a process of divesting poor performing and non-core

assets, and identifying potential high-quality acquisitions. This saw the divestment of

several businesses, notably the Pacific Steel business in New Zealand and the

Rocla Quarries business in Australia. In addition, we have taken a far more

disciplined approach to acquisitions. Higgins is the only major deal completed in

recent times and has delivered solid results in its first year under our ownership.

We have also implemented turnaround strategies within businesses we believe can

still deliver shareholder value over the medium to long term.


To this end, FY17 was marked by the progress of the turnaround in Iplex Australia

and Formica Europe.


Iplex has improved its EBIT by $27m over the last two years by addressing a

number of fundamental issues, including its product offering and operational

efficiency of manufacturing plants.


Formica Europe has started to regain the market share it lost a few years ago when

it wasn’t able to manufacture and deliver products to its customers in a timely way

and to specification. This has been corrected by investment in the North Shields

site, the reduction in overheads and benefiting from the cost advantage of a lower

pound sterling post-Brexit.


Tradelink in Australia is currently early in its turnaround, with year-on-year growth of

revenues recently being reported since the start of FY18. It has committed to

opening new stores, refreshing its offering to trade plumbers and significantly

improving its efficiency in delivering the right products in full and on time. It has been

significantly impacted in the past two years by the weak Western Australia market,

where it has a number of stores.



P a g e | 16

CEO appointment


Turning to slide 28, I would now like to share more about our new CEO.


Following an extensive search I am pleased to confirm Ross Taylor will join Fletcher

Building as Chief Executive Officer on 22 November 2017.


Ross has spent an impressive career in the construction, real estate, manufacturing

and engineering sectors internationally, with direct experience across much of the

sector value chain. He has worked extensively across our core markets of New

Zealand and Australia, as well as Europe, Asia and the USA.


Ross was most recently CEO of UGL, an international engineering, services,

construction and product manufacturing business. UGL operates across the rail,

transport and technology systems, power, resources, water and defence sectors and is

headquartered in Australia. It was recently acquired by CIMIC, a major international

construction company.


Prior to this he was Managing Director and CEO of Tenix, a privately held engineering

and construction services company that was acquired by Downer in 2014. Prior to

Tenix he held various senior leadership roles at Lend Lease across a 23 year period.


The Board was impressed with Ross’s proven experience leading business

turnarounds and improving performance and shareholder returns, and his direct

experience across a range of Fletcher Building’s core sectors – including housing,

manufacturing and construction.


To remark on just a few of his achievements, during his time as CEO and Managing

Director of both UGL and Tenix he returned both loss-making businesses to

profitability. At UGL he doubled the share price in two years.


As Chief Operating Officer and Board Director of Lend Lease he was responsible for

all operating businesses globally. He reset the strategic direction of Lend Lease’s

construction business and restored results after successive years of

underperformance.


He is also a leader who is very firmly focussed on people and culture, safety

performance, client and customer satisfaction and sustainability, which are the

foundations of any successful company.


The Board and I are confident that Ross has the experience, expertise and leadership

capability to lead Fletcher Building into a new phase of growth and opportunity, and we

look forward to introducing him to shareholders in due course.


I would like to take the opportunity now to offer a personal thank you to Francisco

Irazusta, who has been serving as Interim CEO since July.


It is no easy task to act in an interim capacity, and Francisco has done so ably since

he stepped into the role in July.


He is an exceptional leader who has provided a steady hand for the business during

this transition and the Board and I thank him for this contribution.


We look forward to continuing to work with Francisco in his capacity as Chief

Executive of our International Division.

P a g e | 17

Strategic review


Turning now to slide 30.


Upon Ross’s commencement he will work with the Executive team and the Board to

review Fletcher Building’s strategy.


The Executive team and the Board have commenced the work necessary to assist

this process, including a review of current business performance and the competitive

landscape across our portfolio.


Fletcher Building is a diversified, portfolio business. We continually review our portfolio

to ensure we are allocating capital in a way that delivers the most value to our

shareholders.


The Board is looking forward to working with Ross and his Executive team to ensure

we continue to position the company for long-term, sustainable growth.


2018 Outlook


Turning to slide 32, I would like to now spend a little bit of time talking about the

outlook for the group and the approach we have decided to take to providing earnings

guidance to the market.

In New Zealand, we are still expecting to see robust levels of activity in the residential

and infrastructure construction markets in FY18, and potentially beyond.

Overall activity levels are being constrained to a degree by resource constraints across

the industry, unusually wet weather in the first quarter, and also anticipation around the

election result and new government policy.

In the first quarter of FY18, our building materials and distribution businesses recorded

flat to low single-digit year-on-year growth, with strained supply chains creating cost

headwinds in some areas.

Although there are some recent signs of the Auckland housing market cooling, we still

believe the significant shortage of housing underpins demand and our volumes

delivered year-to-date are in line with expectations. Here too industry capacity

constraints, both in terms of the consenting and building of developments, may have

an impact on the volume of houses being built in Auckland and full-year sales volumes

for our Fletcher Living residential business.

Infrastructure spending in both Australia and New Zealand remains robust.

In Australia, growth in the overall market is flat to slightly down, which is in line with our

expectations. The eastern seaboard remains solid but is offset by continued

challenges in Western Australia.

Turnarounds are key to our FY18 performance in Australia, with cost headwinds on

energy also a factor.


For our Formica business we expect modest growth in local currency terms for the

laminates markets in Europe, Asia and North America.


And we continue to face headwinds in our Building + Interiors business relating to our

legacy projects.


P a g e | 18

Earnings Guidance


Turning now to guidance on slide 33.


We have increasingly found ourselves talking to shareholders about expectations

around future earnings in two categories: for our Building + Interiors business, and the

rest of the company.


While the performance of the Group outside Building + Interiors is solid, there remains

significant uncertainty in estimating the final outcomes of the major Building + Interiors

projects, especially the Convention Centre. The KPMG Review has reinforced this

point.


It is for this reason that Fletcher Building is issuing guidance for the Group excluding

the Building + Interiors business.


For the Group excluding Building + Interiors, we estimate earnings before interest, tax

and significant items for FY18 to be in the range of $680 million to $720 million.


For Building + Interiors, given the deterioration of the major projects, in particular the

Convention Centre but also some additional costs being incurred on other projects

such as the Justice Precinct, we expect losses in Building + Interiors in FY18 to be

$160 million.


This is based on a balanced view across the portfolio of Building + Interiors projects.


We are aware that further downside risk and uncertainty exists in Building + Interiors,

and are cognisant of wanting to provide the market with as much transparency around

these risks as possible.


For this reason, Fletcher Building will be providing more detailed updates to

shareholders on the performance of the Building + Interiors business and the progress

and provisioning on key projects. We will provide the next update at the half-year

results announcement, and will do so again in May, at the full-year results in August,

and the Annual Shareholders Meeting in October. We will provide these updates until

the last of the major B+I projects is completed in the second-half of calendar year

2019.


End

---

Fletcher Building announces FY18 earnings guidance

Auckland, October 25 2017: Fletcher Building has announced earnings guidance for FY18 in the Chairman’s address

at its 2017 Annual Shareholders’ Meeting.


Given the uncertainty in estimating the final outcomes of the major Buildings and Interiors (B+I) projects, and the

resulting impact on in-year earnings, Fletcher Building has separated guidance of the B+I business from the remainder

of the Group’s earnings.


FY18 Earnings before interest and tax excluding significant items (EBIT):


 Fletcher Building excluding B+I: $680 million to $720 million

 B+I: estimated loss of $160 million


Commenting on the earnings guidance Chairman Sir Ralph Norris said: “A considerable amount of remedial action has

taken place in the past year by the Board, the Executive Team and the Construction Leadership Team to address the

issues we have experienced in our B+I business. We have improved business and project governance; improved

systems and processes; improved the construction and commercial capability of the Division; and introduced more

commercial rigour around the bidding process.


“I strongly believe that these actions will address the issues we have experienced over the long term by ensuring our

approach to bidding for, contracting and managing future projects is greatly enhanced. However, these measures will

only go so far in altering the trajectory of our legacy projects that commenced some time ago.


“I want to offer my personal apology to our shareholders. Mistakes have been made and responsibility ultimately rests

with the Board. As we stated at our full year results briefings, we fully accept this responsibility.


“Our focus now is on delivering these legacy projects to the highest quality for our clients, and mitigating future losses.

We recognise our shareholders will want transparency over the remaining risk profile attached to our B+I project

pipeline.”


Earnings guidance for the B+I business reflects an updated management review of the portfolio of B+I projects. The

estimated loss of $160 million in FY18 comprises additional provisions of approximately $125 million for expected B+I

project losses and approximately $35 million of expected B+I overhead costs in the current year.


The provision for additional B+I project losses has been informed, in part, by a report by KPMG, which was recently

commissioned by management to augment existing governance processes in the Construction Division. The KPMG

review covered two B+I projects, New Zealand International Convention Centre (NZICC) and Commercial Bay, and two

Infrastructure projects, Puhoi to Warkworth and Hamilton City Edge Expressway.


In three out of the four projects reviewed, being Commercial Bay and the two projects in the Infrastructure business,

KPMG’s forecast outcome is broadly in line with management’s expectations – risks and opportunities exist on each

project, however final margins in all three cases are expected to be positive. The key issues identified relate to the

NZICC project, which has already been identified as a major contributor to the Company’s losses in FY17.


The expected additional losses on NZICC, plus further costs being incurred in the close out of the Justice Precinct

project, represent approximately 80% of the $125 million provision announced today.

There is acknowledgement that there is uncertainty with respect to large B+I projects that still have some time to
complete. In recognition of this, Fletcher Building intends to provide regular updates to shareholders on performance

of the B+I business and progress on the key projects.


Earnings guidance for the remainder of the Group is informed by trading results across all of Fletcher Building’s

divisions for the first quarter of FY18, and the current outlook for the remainder of the financial year.


Compared to FY17, the Company expects the key differences in earnings to be: normalisation of corporate costs from

$29 million in FY17 to between $50 million and $60 million in FY18; a reduction of Land Development earnings from

$54 million in FY17 to more towards the previously stated target of $25 million per annum; and lower earnings for the

Construction Division excluding B+I, notably due to a limited backlog in South Pacific and major projects in the

Infrastructure business being at an early stage of completion. The impact of the lower earnings from South Pacific and

Infrastructure will be felt particularly in the first half of FY18 and may result in a decline in first half earnings for the

Group (excluding B+I) versus the prior comparable period.


Teleconference

Fletcher Building Chairman Sir Ralph Norris will host a teleconference call for all investors and analysts at 3.30pm NZ

time today (1.30pm AEST) to provide some more detail on this announcement. Dial in details are set out at the bottom

of the document.


Q&A


Q. Which projects have been responsible for the majority of Fletcher Building’s losses in Building + Interiors?

A. The two major projects on which we have incurred the majority of our losses are the Justice Precinct in Christchurch

and New Zealand International Convention Centre (NZICC) in Auckland. We have not named them previously because

we have strict confidentiality clauses in our contracts, and we take our obligations to our clients very seriously.

Unilaterally deciding to ignore our contractual requirements would simply put at risk our client relationships and our

ability to win work in the future – which is not in the best interests of our shareholders.


However, in the face of these extenuating circumstances and shareholder demand, we have been able to gain

agreement from our clients to make an exception in this instance. This is an exception to the rule, and we will continue

to uphold our contractual requirements for confidentiality on all other matters pertaining to our projects, both now

and in the future.


Losses on NZICC and the Justice Precinct represented approximately two-thirds of the $292m EBIT loss recorded by

B+I in FY17. Additional expected losses on these projects comprise approximately 80% of the additional $125m

provision announced today.


Q. Why did you not review the Justice Precinct project as part of the KPMG review?

A. We asked KPMG to review the two largest B+I projects that still have a significant amount of work left to complete,

namely NZICC and Commercial Bay. We considered that any recommendations coming out of the KPMG review would

be most useful on projects that still had a significant amount of time left to run.


Q. Why did you not review every project in B+I?

A. KPMG reviewed the NZICC and Commercial Bay projects as combined they represent approximately 60% of the

current B+I backlog, and given their size and timing of delivery, reflect the key areas of risk in the portfolio. The

remaining 40% of the backlog represents approximately 60 other, mainly smaller projects, which have a more limited

risk profile.


Q. Are you going to make the KPMG report public?

A. No, the KPMG report will not be made public. The report is an internal management document and formed one of

a number of inputs into the Board’s decision around setting earnings guidance.


Q. Why were the issues leading to the revised guidance not identified in August when the FY17 results were

reported?

A. Since August there has been an improvement in the information provided to management on the status and the

key issues on the NZICC project, which is strongly linked to the new project team put in place in recent months. This

has enabled an improved quantification of the likely project outcomes, though uncertainty remains given the large
size of the project and the time that is left to run on it. There have also been close-out issues on the Justice Precinct

project as it is taking longer than anticipated to commission the new building.


Q. When do you expect to next update to the market on your guidance?

A. We expect the next update to be at the FY18 interim results on 21 February 2018. The updates on the B+I business

are likely to be done on an approximately quarterly basis and until the last of the major B+I projects is completed in

the second-half of calendar year 2019.


Q. How has the business outside of B+I been trading in the first quarter of FY18?

A. Overall trading in Q1 has been broadly in line with expectations. Activity levels in New Zealand remain elevated,

though with growth rates slightly lower than expected. The Company’s building materials and distribution businesses

in New Zealand recorded flat to low single-digit revenue growth in Q1, impacted to a degree by industry resource

constraints and unusually wet weather. In addition, strained supply chains are creating some cost headwinds. House

prices in the key Auckland market have softened slightly, though in line with expectations, and sales volumes remain

solid. In Australia the overall market is flat to slightly down, consistent with expectations, and energy costs are a key

cost headwind. Formica is experiencing modest growth in local currency terms.


Teleconference Details


3.30pm NZT, Wednesday 25 October 2017

Passcode: 508929


Australia Toll Free: 1 800 558 698 Hong Kong: 800 966 806

Australia Local: +61 2 9007 3187 Japan: 0053 116 1281

New Zealand Toll Free: 0800 453 055 Singapore: 800 101 2785

NZ Local (Auckland): +64 9 929 1687 UAE: 8000 3570 2705

NZ Local (Wellington): +64 4 974 7738 United Kingdom: 0800 051 8245

NZ Local (Christchurch): +64 3 974 2632 United States: (855) 881 1339


You can pre-register for the call, which enables a quicker entry to the teleconference when dialing in:

https://services.choruscall.com.au/diamondpass/fletcher-508929-invite.html


#Ends


For further information please contact:


Leela Gantman Rodney Deacon

Head of Communications Head of Investor Relations

+64 27 541 6338 +64 21 631 074

Leela.gantman@fbu.com Rodney.deacon@fbu.com

---

Fletcher Building announces Ross Taylor as Chief Executive Officer

Auckland, October 25 2017: Fletcher Building Chairman Sir Ralph Norris today announced the appointment of Ross

Taylor as Chief Executive Officer (CEO), effective 22 November 2017.


Mr Taylor was most recently CEO of UGL, an international engineering, services, construction and product

manufacturing business, operating across the rail, transport and technology systems, power, resources, water and

defence sectors, and headquartered in Australia. UGL was acquired by the international construction and contracting

company, CIMIC, in early 2017.


Prior to this he was Managing Director and CEO of Tenix, a privately held engineering and construction services

company, and before that held various senior leadership roles at Lend Lease across a 23 year period.


Chairman Sir Ralph Norris said: “Following an extensive search I am pleased to confirm Ross Taylor as the new Chief

Executive Officer of Fletcher Building.


“Ross has spent an impressive career in the real estate, construction, manufacturing and engineering sectors

internationally, with direct experience across much of the sector value chain. He has worked extensively across our

core markets of New Zealand and Australia, as well as Europe, Asia and the USA.


“He has proven experience leading business turnarounds and improving performance and shareholder returns, and

has direct experience across a range of Fletcher Building’s core sectors – including housing, manufacturing and

construction.


“During his time as CEO and Managing Director of both UGL and Tenix he returned loss-making businesses to

profitability, doubling the UGL share price in two years. As Chief Operating Officer and Board Director of Lend Lease

he was responsible for all operating businesses globally. He reset the strategic direction of Lend Lease’s construction

business and restored results after successive years of underperformance.


“Importantly he is a leader focused on people and culture, safety performance, client and customer satisfaction and

sustainability, which are the foundations of any successful company.”


Sir Ralph said that upon his commencement Mr Taylor would lead the development of a new strategy for Fletcher

Building, to deliver increased focus and ensure capital allocation that delivers the most value to shareholders.


“The Board and I congratulate Mr Taylor on his appointment and look forward to working with him to lead Fletcher

Building into a new phase of growth and opportunity.”


Sir Ralph paid tribute to Interim CEO Francisco Irazusta, who has ably led the business during the leadership

transition.


“Francisco is an exceptional leader who has provided a steady hand for the business during this transition. The Board

and I thank him for his contribution and look forward to continuing to work with him in his capacity as Chief

Executive of our International Division.”


#Ends


For further information please contact:

Leela Gantman Rodney Deacon

Head of Communications Head of Investor Relations

+64 27 541 6338 +64 21 631 074

Leela.gantman@fbu.com Rodney.deacon@fbu.com

Ross Taylor Curriculum Vitae

Bachelor Engineering Civil (Hons) – University of Queensland


UGL Managing Director and CEO (Sydney) 2014 to 2017

UGL is a leading provider of end-to-end outsourced engineering, asset management and maintenance services with a

diversified end-market exposure across the core sectors of rail, transport and technology systems, power, resources,

water and defence. The business has annual revenue of $2.5 billion, employing over 9,000 people across Australia,

New Zealand and South East Asia.


Tenix Managing Director and CEO (Sydney) 2009 to 2014

Tenix was a privately held Engineering and Construction services company operating across the power, gas, water,

resources, mining, and traffic infringement processing sectors. Tenix offered a full spectrum of services covering

design, construction, operations and maintenance. It employed approximately 2,300 people across Australia, New

Zealand, the Pacific and USA. It was acquired by Downer in 2014.


Lend Lease, Various Roles and Locations 1988 to 2009

At the time Lend Lease was an Australian listed international property company with 13,000 employees. While

operations spanned some 40 countries the focus was in Australia, Singapore, UK, parts of Europe and the USA. Lend

Lease’s businesses spanned funds management ($11b FUM), property development ($60b pipeline), privatisation,

construction ($13b revenue p.a.) and facilities management.


Group Chief Operating Officer and Board Director (Sydney) 2007 to 2009

Global CEO – Property Development and Board Director (Sydney) 2005 to 2007

CEO Asia Pacific – Funds/Development/Construction (Sydney) 2003 to 2005

Global CEO – Construction (London) 1998 to 2003

CEO Australia and Asia – Construction (Sydney) 1995 to 1998

CEO Singapore – Construction/Development (Singapore) 1991 to 1995

Various Project Roles (Brisbane and Melbourne) 1988 to 1990


Nico Constructions Project Manager (London) 1987 to 1988


Lend Lease Site Engineer (Brisbane) 1985 to 1987


JWP Civil and Structural Design Engineer (Brisbane) 1983 to 1985




















Key terms of employment for Fletcher Building Chief Executive Officer

1. Appointee: Ross Taylor

2. Contract duration: Indefinite term

3. Commencement date: 22 November 2017

4. Remuneration: Base salary of $2,000,000 p.a.

Executive Short Term Incentive target value 100% of base salary,

subject to performance criteria. Potential uplift to 150% for

out-performance of targets.

Executive Long Term Share Scheme at maximum value of 100% base

salary, subject to performance criteria.

Benefits – health insurance and company contributions to

KiwiSaver.

5. Termination: Resignation requires six months’ notice

6. Redundancy or no fault termination: 12 months base salary

7. Other terms: The employment agreement also includes standard terms covering

confidentiality, restraint upon termination of employment, conflicts

of interest, leave provisions and external appointments.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.