Serko FY18 Full-Year Results Announcement
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
Market Release
23 May 2018
AUDITED FINANCIAL RESULTS FOR THE YEAR ENDING 31 MARCH 2018
Serko delivers maiden annual profit, sales up 28%
Full year net profit before tax of $2.0 million, representing a $5.3 million turnaround on the prior year loss.
Good progress is being made on Northern Hemisphere expansion.
Serko targeting Foreign Exempt Listing on the ASX in June.
Highlights:
• Total operating revenue
1
rises 28% to $18.3 million with recurring product revenue rising 27%
to $16.4 million. Total income (including grants) rises 25% to $19.3 million.
• Profit before tax rises to $2.0 million from a $3.3 million loss in the prior year, representing a
$5.3 million turnaround.
• EBITDA
2
rises to $2.2 million from a $2.5 million loss in the prior year, representing a $4.7
million turnaround.
• Online transactions grow 20% on the previous year.
• Annualised Transactional Monthly Revenue (ATMR)
3
, an indicator of future recurring product
revenue rises 24% to $18.4 million.
• Operating expenses decrease by 6% to $17.7 million.
• Cash flow positive with an increase in cash balances of $0.8m to $5.2 million from $4.45 million
in the prior year.
Serko Limited (NZX:SKO) today announced its first full-year profit since listing in 2014. Economies of
scale were realised as demand for its cloud-based corporate travel and expense management solutions
grew strongly within the Australasian markets. As previously announced, Serko is using this success to
launch into the Northern Hemisphere to continue its growth trajectory.
Serko also announces it is targeting 25
th
June 2018 to undertake a Foreign Exempt Listing on the
Australian Securities Exchange (ASX), subject to ASX approval, as part of a drive to broaden its investor
base.
Total operating revenue for the year to 31 March 2018 increased 28% to $18.3 million from $14.3 million
in the same period a year ago and in-line with the guidance we gave in November 2017 of $18 million
to $19 million. Total income grew by 25% to $19.3 million.
Peak fourth quarter (February) Annualised Transactional Monthly Revenue (ATMR), an indicator of the
company’s recurring revenues, stood at $18.4 million, an increase of 24% on the same period a year ago.
2
EBITDA for the full-year was $2.2 million representing a $4.7 million turnaround on the prior year’s
EBITDA loss of $2.5 million. The full-year profit before tax was $2.0 million representing a turnaround of
$5.3 million from the loss last year of $3.3 million.
With the Northern Hemisphere expansion that commenced in the 2018 financial year, Serko expected
to be ‘break-even’ for the second half. The actual results were an additional EBITDA profit of $0.9 million
over the first half $1.3 million to total $2.2 million EBITDA profit for the year. This was primarily
attributable to savings associated with timing of new hires as well as some operating efficiencies. The
costs associated with new hires is expected to be incurred in the first quarter of 2019 financial year
(FY19).
SUMMARY FINANCIAL RESULTS
Years ended 31 March
FY18
NZ$m
FY17
NZ$m
Net
increase/
(decrease)
Revenue:
Travel platform revenue 13.28 10.81 23%
Expense platform revenue 1.54 1.13 37%
Supplier commission revenue 1.29 0.75 72%
Other product revenue 0.33 0.24 40%
Recurring Product Revenue 16.44 12.92 27%
% Total Revenue (excluding Grants) 90% 91%
Services Revenue 1.84 1.36 35%
Total Revenue 18.28 14.28 28%
Other Income 0.99 1.09 -9%
Total Income 19.27 15.37 25%
Operating Expenses (including D&A) (17.68) (18.76) -6%
Net Finance Income (cost) 0.41 0.08 370%
Net profit / (loss) before tax 2.00 (3.31) 161%
Interest, Depreciation and Amortisation 0.18 0.78 -77%
EBITDA
2
2.18 (2.53) 186%
Net Cash Held
5.23
4.45
18%
Employees (number) 106 108 -2%
At the end of the financial year Serko had net cash on hand of $5.2 million, up 18% on the $4.5 million
cash on-hand at the end of the last financial year.
3
Chairman Simon Botherway said: “During this pivotal year, we demonstrated the scalability of our cloud-
based platform and recorded a dramatic improvement in financial performance as a result.
“We have consolidated our position in our core Australasian market as the leading online business travel
and expense management platform and we saw strong growth in recurring revenues across all
categories. We continue to win new customers, while those already using our suite of cloud-based
services are turning to us to meet more of their travel needs.”
“Increasing the number of services we provide to our customers is a core component of our strategy. In
particular, content revenues such as hotels and airport transfers increased 72% to $1.3 million,
demonstrating Serko’s latent potential to capture an increasing share of our customers’ travel spend.
“It is exciting to have embarked on our next phase of growth as we significantly expand our Northern
Hemisphere presence. We have made pleasing progress so far. We have recruited highly respected and
experienced leaders in the US and we are expanding our support operations to ensure we have 24-hour
coverage for customer support.
“As the launch of our new premium travel and expense solution Zeno shows, we remain at the forefront
of technological innovation in the sector.
Chief Executive and Co-Founder Darrin Grafton said: “Serko has successfully controlled costs, generated
positive cash flows and benefited from our platform scaling to serve a larger number of customers. This
is best demonstrated by reference to the average revenue per ‘full-time equivalent’ staff member, which
increased by $48,000 to $170,000.
“In short, in the 2018 financial year we continued to validate our strategy to transform business travel
and expense management by delivering market leading technological innovations, growing our
customer base and increasing average revenue from each booking made on our platform.”
Further commentary on our financial performance is provided in our Annual Report which has been
released to NZX today and will be available on our website: www.serko.com/investor-centre.
GROWTH STRATEGY:
Mr Grafton said a key determinant of Serko’s future success in Australasia and in new markets was the
take up of the new Zeno platform.
“We are pleased with the results we achieved this year. We have already signed a number of our existing
Travel Management Companies (TMCs) to new contractual terms to resell Zeno as a premium solution.
These TMCs are using Zeno to win new business and retain current business by providing the options of
both Serko Online and Zeno.
“As part of the Air New Zealand partnership, Tandem Travel (Air New Zealand’s corporate travel division)
is currently onboarding its entire customer base to Zeno and its previous solution provider is
discontinuing its system this month.
4
“Our global growth strategy is based on partnering with leading TMCs to enter new markets. This is the
same strategy that has served us well in Australasia, and the success of our relationships in our home
market is now creating opportunities in other markets.
“Our new international business development team is actively pursuing significant distribution and
marquee customer opportunities. As announced in February 2018, we have signed a global agreement
with ATPI Group and we will begin to roll out Zeno to its customers in the UK in the first quarter of FY19.
ATPI intends to extend the roll-out to customers in Europe after the UK launch.
OUTLOOK
Mr Botherway said Serko was in a stronger position than it has ever been.
“We expect total operating revenue growth of between 15% and 30% in the year to 31 March 2019.
“We are excited by the interest we have received in the Northern Hemisphere and we are preparing the
business to maximise the return on this interest through into the next financial year. As we undertake
this expansion in Europe and North America, we expect sales, marketing, system development and
support operation costs to increase. As a result, we do not expect a substantial uplift in EBITDA.
“The Board has a policy of maintaining a strong cash reserve position and will monitor Serko’s capital
requirements in light of the funding needed to execute growth opportunities both organic and inorganic.
“We are preparing for a dual-listing by way of a Foreign Exempt Listing on the ASX and are targeting a
listing date of 25
th
June 2018, subject to ASX approval. We believe our strong presence in Australian
markets will resonate with the deep pool of investors across the Tasman that understand travel and
technology markets. We also believe activating this interest will benefit all shareholders.
“Serko, however, intends to remain a New Zealand domiciled business and we are committed to our
New Zealand investors.
“We are naturally delighted with the rise in the value of our shares over the past year. The Serko Team
has worked hard on our market communication to better articulate our growth strategy and long-term
prospects.
“Further guidance will be provided at our Annual Shareholders Meeting in August,” Mr Botherway said.
Notes:
Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be
comparable to similar financial information presented by other entities. The Non-GAAP financial information included in
this release has not been subject to review by the auditors. Non-GAAP measures are used by management to monitor the
business and are useful to provide investors to assess business performance
1
Total Operating Revenue is revenue excluding income from grants and finance income, while Total Income includes grants
2
EBITDA is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,
Depreciation and Amortisation and Impairment. Serko uses this as a useful indicator of cash profitability.
5
3
ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator
of recurring revenues from Serko products, based on the monthly transactions and average revenue per booking (for its
travel platform revenue) and monthly active user charges (for its expense platform revenue) annualised on a constant
currency basis. Due to seasonality, Serko uses the latest month in any quarterly period that is not affected by seasonality
trends. For the last quarter of the 2018 financial year Serko used the February trading month because Easter fell in March
2018 but fell in April 2017. Serko’s transaction volumes are largely driven by the number of corporate working days in any
given month. To aid consistency of comparison on a monthly basis from year to year, Serko now annualises using the daily
weekday average for a non-seasonal month and multiplies that by 260 days in a year.
ENDS
For investor relations queries please contact:
Susan Putt,
Chief Financial Officer
Serko +64 9 309 4754 or +64 21 388 009
investor.relations@serko.com
For media relations queries please contact:
Nick Whitehead
Head of Marketing
Serko +64 21 892 996
nick.whitehead@serko.com
About Serko
Serko is a market leading travel and expense technology solution in Australasia, used by over 6,000
corporate entities and Travel Management Companies who combined book more than A$6bn of travel
a year through Serko’s platforms. Zeno is Serko’s next generation travel management application, using
intelligent technology, predictive workflows and a global travel marketplace to transform business travel
across the entire journey. Listed on the New Zealand Stock Exchange Main Board (NZX:SKO). Serko
employs more than 100 people worldwide, with its HQ in New Zealand, and offices across Australia,
China, India and the U.S. Visit www.serko.com for more information
---
Serko Limited
Results for Announcement to the Market
Reporting Period 12 months to 31 March 2018
Previous Reporting Period 12 months to 31 March 2017
12 months ended
31 March 2018
(NZ$000)
Percentage change
Revenue from ordinary
activities
18,279 Up 28.0%
Profit (loss) from ordinary
activities after tax attributable
to security holder
1,832 Up 153.1%
Net profit (loss) attributable to
security holders
1,832 Up 153.1%
Dividends Amount per security Imputed amount per security
No Dividend declared Not Applicable Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Net tangible assets * March 2018 March 2017
CENTS (NZD) CENTS (NZD)
Net tangible assets per
security
9.04 6.24
*In the comparative period of 31 March 2017, the net tangible assets per security has been restated.
Commentary on results
For commentary on the results, please refer to the Management Commentary in the Annual
Report, and the Annual Report generally.
Financial information
This Appendix 1 should be read in conjunction with the audited consolidated financial
statements contained in the Annual Report for the year ended 31 March 2018, and the
Annual Report generally.
The audited consolidated financial statements for the year ended 31 March 2018 have been
prepared in accordance with Generally Accepted Accounting Practice in New Zealand and
comply with New Zealand equivalents to International Financial Reporting Standards
(“NZIFRS”). Further detail on the accounting policies adopted is set out in the notes to the
financial statements.
Copies of Serko’s prior Annual Reports and Interim Reports can be found on Serko’s
website, at www.serko.com/investor-centre/.
---
1
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
2
SERKO ANNUAL REPORT
ABOUT
SERKO
Our
PURPOSE
About
SERKO
Our purpose is to transform the way businesses manage travel
and expenses. We do this by helping companies drive down
the cost of their travel program, using smart technology and
making the process of booking and managing travel and
reconciling expenses a positive experience for their people.
Serko is a market-leading travel and expense technology
solution, used by over 6,000 corporate entities through 50+
Travel Management Companies that combined book more than
A$6b of travel a year through Serko’s platforms. Zeno is
Serko’s next generation travel management application, using
intelligent technology, predictive workflows and a global travel
marketplace to transform business travel across the entire
journey. Listed on the New Zealand Stock Exchange Main
Board (NZX:SKO). Serko employs more than 100 people
worldwide, with its HQ in New Zealand and offices across
Australia, China, India and the United States (US) Visit
www.serko.com for more information.
3
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Our
PURPOSE
About
SERKO
Our purpose is to transform the way businesses manage travel
and expenses. We do this by helping companies drive down
the cost of their travel program, using smart technology and
making the process of booking and managing travel and
reconciling expenses a positive experience for their people.
Serko is a market-leading travel and expense technology
solution, used by over 6,000 corporate entities through 50+
Travel Management Companies that combined book more than
A$6b of travel a year through Serko’s platforms. Zeno is
Serko’s next generation travel management application, using
intelligent technology, predictive workflows and a global travel
marketplace to transform business travel across the entire
journey. Listed on the New Zealand Stock Exchange Main
Board (NZX:SKO). Serko employs more than 100 people
worldwide, with its HQ in New Zealand and offices across
Australia, China, India and the United States (US) Visit
www.serko.com for more information.
4
SERKO ANNUAL REPORT
NPBT
$2.0m
Net Profit Before Tax of $2 million
$5.3m turnaround from prior year
5
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
$5.2m
Cash balances increased
$0.8m over the year
Operating Revenue Growth
to $18.3m Revenue
28%
increase
in booking transactions
20%
$2.2m
EBITDA
$4.7m turnaround from prior year
Margin of 12%
Peak
ATMR
$18.4m
24% increase over
same month prior year
$19.3m
Total Income
6
SERKO ANNUAL REPORT
SERKO DELIVERS
MAIDEN FULL YEAR
PROFIT
This report is dated 23 May 2018 and is signed on behalf of the Board of Serko Limited by Simon
Botherway, Chairman (Chair), and Darrin Grafton, Chief Executive Officer (CEO).
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
7
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
CEO AND CHAIRMAN’S LETTER
Dear Fellow Shareholders,
Serko has had a strong year and it is with considerable pleasure
that we communicate this report and associated financial
results to you. During this pivotal year, we demonstrated
the scalability of our cloud-based platform and recorded a
dramatic improvement in financial performance as a result.
We have consolidated our position in our core Australasian
market as the leading online business travel and expense
management platform and we saw strong growth in recurring
revenues across all categories. We continue to win new
customers, while those already using our suite of cloud-based
services are turning to us to meet more of their travel needs.
It is exciting to have embarked on our next phase of growth as
we significantly expand our Northern Hemisphere presence.
We have made pleasing progress so far. We have recruited
highly respected and experienced leaders in the US and we are
expanding our support operations to ensure we have 24-hour
coverage for customer support.
As the launch of our new premium travel and expense
solution Zeno shows, we remain at the forefront of
technological innovation in the sector.
Total operating revenue for the year to 31 March 2018
increased 28% to $18.3 million from $14.3 million in the same
period a year ago and in line with the guidance we gave in
November 2017 of $18 million to $19 million. Total income
grew by 25% to $19.3 million.
Increasing the number of services we provide to our
customers is a core component of our strategy. In particular,
content revenues such as hotels and airport transfers
increased 72% to $1.3 million, demonstrating Serko’s latent
potential to capture an increasing share of our customers’
travel spend.
EBITDA for the full year was $2.2 million, representing a
$4.7 million turnaround on the prior year’s EBITDA loss of
$2.5 million. The full-year profit before tax was $2.0 million,
representing a turnaround of $5.3 million from the loss last
year of $3.3 million.
Peak fourth quarter (February) Annualised Transactional
Monthly Revenue (ATMR), an indicator of the company’s
recurring revenues, stood at $18.4 million, an increase of 24%
on the same period a year ago.
With the Northern Hemisphere expansion that commenced in
the 2018 financial year, Serko expected to be ‘break-even’ for
the second half. The actual results were an additional EBITDA
profit of $0.9 million over the first half $1.3 million to a total $2.2
million EBITDA profit for the year. This was primarily attributable
to savings associated with timing of new hires as well as some
operating efficiencies. The costs associated with new hires is
expected to be incurred in the first quarter of the 2019 financial
year (FY19).
We have successfully controlled costs, generated positive cash
flows and benefited from our platform scaling to serve a larger
number of customers. This is best demonstrated by reference
to the average revenue per ‘full-time equivalent’ (FTE) staff
member, which increased by $48,000 to $170,000.
Meanwhile, we have continued to invest in the further
development of our technology, including Zeno.
At the end of the financial year Serko had net cash-on-hand of
$5.2 million, up 18% on the $4.5 million cash-on-hand at the
end of the last financial year.
In short, in the 2018 financial year we continued to validate
our strategy to transform business travel and expense
management by delivering market-leading technological
innovations, growing our customer base and increasing
average revenue from each booking made on our platform.
Further detail on our financial performance is covered in the
management commentary section on pages 18 to 27 of
this report.
Total operating revenue
for the year increased
28% to $18.3 million
NPBT of $2.0 million, a
$5.3 million turnaround
from prior year
8
SERKO ANNUAL REPORT
GROWTH STRATEGY:
A key determinant of Serko’s future success in Australasia and
in new markets was the take up of the new Zeno platform. We
are pleased with the results we achieved this year. We have
already signed a number of our existing Travel Management
Companies (TMCs) to new contractual terms to resell Zeno as
a premium solution. These TMCs are using Zeno to win new
business and retain current business by providing the options
of both Serko Online and Zeno.
As part of the Air New Zealand partnership, Tandem Travel
(Air New Zealand’s corporate travel division) is currently
onboarding its entire customer base to Zeno, and its previous
solution provider is discontinuing its system this month.
Our global growth strategy is based on partnering with
leading TMCs to enter new markets. This is the same strategy
that has served us well in Australasia, and the success
of our relationships in our home market is now creating
opportunities in other markets.
Our new international business development team is actively
pursuing significant distribution and marquee customer
opportunities. As announced in February 2018, we have
signed a global agreement with ATPI Group and we will begin
to roll out Zeno to its customers in the United Kingdom (UK) in
the first quarter of FY19. ATPI intends to extend the roll out to
customers in Europe after the UK launch.
OUTLOOK
Serko is in a stronger position than it has ever been. We expect
total operating revenue growth of between 15% and 30% in
the year to 31 March 2019.
We are excited by the interest we have received in the
Northern Hemisphere and we are preparing the business to
maximise the return on this interest through into the next
financial year. As we undertake this expansion in Europe
and North America, we expect sales, marketing, system
development and support operation costs to increase. As a
result, we do not expect a substantial uplift in EBITDA.
The Board has a policy of maintaining a strong cash reserve
position and will monitor Serko’s capital requirements in light
of the funding needed to execute growth opportunities both
organic and inorganic.
We are preparing for a dual-listing by way of a Foreign Exempt
Listing on the ASX and are targeting a listing date of 25th
June 2018, subject to ASX approval. We believe our strong
presence in Australian markets will resonate with the deep
pool of investors across the Tasman that understand travel and
technology markets. We also believe activating this interest
will benefit all shareholders.
Serko, however, intends to remain a New Zealand domiciled
business and we are committed to our New Zealand investors.
We are naturally delighted with the rise in the value of our
shares over the past year. The Serko Team has worked hard
on our market communication to better articulate our growth
strategy and long-term prospects.
Further guidance will be provided at our Annual Shareholders
Meeting in August.
Signed Chair and CEO
20% growth in booking
transactions for 2018
DARRIN GRAFTONSIMON BOTHERWAY
CEOCHAIRMAN
9
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Industry Recognition
Category: Most Innovative Hi-Tech Service
Category: Company of the Year
Category: Excellence in Innovation
Category: Top 16 corporate travel innovators
Category: NZX Emerging Leaders Best Investor Relations
10
SERKO ANNUAL REPORT
STRATEGIC
OVERVIEW
Offer premium,
integrated global
solutions
Expand into new territories
through strategic alliances
and reach the unserved
SME market
Grow ARPB by
offering increased
content and moving
customers to Zeno
11
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
TECHNOLOGY INNOVATION
Zeno set a new benchmark in travel & expense management and we can now expand the personalisation and monetisation
opportunities of Zeno with NDC*
What we achieved:
• Zeno was successfully deployed into general release and is being used by hundreds of corporate and government
organisations to book and manage travel
• Zeno’s technology and content were globalised to support customers in new markets, including North America and Europe
• Multiple white labelled self-service travel booking portals launched or are in development by partners (e.g. Corporate
Traveller, HelloWorld for Business and Air New Zealand) powered by serko.travel
Our focus for FY19:
• Zeno will achieve NDC Level 3 certification, providing a foundation to integrate directly with airlines to unleash
personalisation and monetisation opportunities that have not previously been possible
• We will continue to expand on Zeno’s feature set including a ‘Right to travel’ workflow to streamline business travel approval processes
• A ‘Duty of Care’ premium module will provide risk assessment, mitigation and management capabilities
GROW CUSTOMER BASE
International markets validated demand for Zeno in FY18. We are investing to unlock this growth potential in FY19
What we achieved:
• ATPI signed agreement to resell Zeno in more than 50 countries, with first UK customer going live Q1 FY19
• Serko Expense was deployed into global enterprise organisations and validated as a competitive solution in Northern
Hemisphere with sales expected in FY19
• Tandem Travel, Air New Zealand’s TMC, began migrating customers to Zeno from a competitor and is progressing towards
100% customer migration during FY19
Our focus for FY19:
• Expanding on ATPI UK’s early success with expansion into its customer base across Europe, North America and Asia
• Supporting Travel Encore, our first reseller in Canada, to build a Zeno customer base across travel & expense
• Extending the relationship with our largest TMC customer, FCM, into new markets, including North America
GROW ARPB
We have proven we can lift transaction revenue through customer migration to Zeno and we will continue to expand
opportunities for content monetisation with the Zeno Marketplace
What we achieved:
• Content revenue (derived from bookings that include content in addition to airfare, e.g. hotel, transfer, rental car) increased by 72%
• HRS Hotels, GTA Hotels and Hotel Hub were added and increased available content to three million hotels
• RouteHappy rich content for flight shopping was introduced, which enables differentiated airline merchandising
Our focus for FY19:
• Migration of existing Serko Online customers to our premium offering, Zeno, with associated increase in price per booking
• The Zeno Marketplace serves as a central content hub for global suppliers across every phase of their journey and extends revenue
opportunities into content such as ride-sharing services, restaurant bookings, meeting rooms and secure WiFi providers
• Zeno’s NDC capability outlined above will facilitate the merchandising of ancillary services, such as in-flight meals,
premium seat selection and lounge access, to generate additional content revenue per booking
*NDC (New Distribution Capability) is a travel industry-supported program launched by IATA for the development and market adoption of a new, XML-based data
transmission standard that enhances the capability of communications between airlines, travel agents and aggregators.
12
SERKO ANNUAL REPORT
The majority of Serko’s revenue comes from Travel Management Companies (TMCs)
that provide our solution to their corporate customers
OUR CUSTOMERS
OUR PRODUCTS
Zeno is Serkos next
generation travel
management
application, using
intelligent technology,
predictive workflows
and a global travel
marketplace
Serko Online is an
end-to-end online
booking tool for
corporates to book
and manage airlines,
hotels, rental cars and
airport transfers
Serko Expense is an
online expense
management solution
that enables the
capture and
processing of
corporate card and
out-of-pocket claims
Serko Mobile is a
purpose-built mobile
app for making,
changing and
managing flight and
hotel bookings and
travel expenses
13
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Until now, corporate travel programs have had to
choose who loses.
There was a spectrum with control and compliance at one
end and choice and convenience at the other. Someone had to
compromise. Not anymore.
Zeno revolutionises the world of online travel and expense
management, providing the control that travel managers need
with the ease of use that compels travellers to get on board.
Serko conducted research that identified there are seven
phases that cover every aspect of business travel – fly, stay,
move, eat, work, play and rest.
Zeno is designed to connect travellers with preferred
suppliers across every one of these phases, which means they
will be able to turn to a single app to solve every need before
and during their trip.
Corporates can customise Zeno to show only approved
content providers and will be able to integrate directly with
their corporate accounts.
We do this with intelligent technology that provides
personalised itinerary recommendations, an intuitive
interface that makes booking travel super simple and a global
marketplace that allows travel managers to connect with
preferred suppliers at every stage of the journey.
The outcome is control and visibility over spend that was
previously opaque, expense capture and reconciliation that
provides confidence in governance and increased user
adoption that drives higher levels of compliance with
corporate travel policies.
The Connected Traveller
One of the biggest challenges for travel managers is
compliance, or rather lack thereof, with their corporate travel
policies. This is not normally a significant problem with flights
but more of a challenge with things like hotels, when
travellers will often book directly with the hotel or through
an aggregator, like booking.com or Expedia.
The reasons for this are often down to choice (i.e. I can find a
better hotel than the options shown in my corporate booking
tool) or user experience (i.e. I dont get the rich information,
such as photos, reviews and room types) in their existing
corporate booking tool.
Zeno helps to overcome this by providing rich content from
aggregators, including Booking.com, Wotif and Expedia, as
well as corporate negotiated rates, and with an intuitive user
interface that matches the consumer experience travellers
are used to.
Seamless Compliance
14
SERKO ANNUAL REPORT
BOARD OF DIRECTORS
Simon Botherway
Independent Non-Executive Chairman, New Zealand
Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst
(CFA) designation. Simon has extensive experience in corporate governance, banking and investment
management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to
2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA
Asia-Pacific Advocacy Committee.
Simon was appointed as a member of the Securities Commission in 2009 and was appointed by the New
Zealand Government to chair the Financial Markets Authority Establishment Board in 2010. Simon is
currently also a Director of the Callaghan Innovation Board and Fidelity Life Assurance.
Claudia Batten
Independent Non-Executive Chairman, United States
Claudia has been a founding member of two highly successful entrepreneurial ventures. Starting
with Massive Incorporated, a network for advertising in video games, she helped pioneer digital as
a media buy. Massive was sold to Microsoft in 2006. In 2009 she co-founded Victors & Spoils
(‘V&S’), the first advertising agency built on the principles of crowd-sourcing. V&S was majority
acquired by French holding company Havas Worldwide in 2011. Claudia is based in the United
States but remains a strong supporter of the New Zealand start-up scene as an active mentor and
adviser. She is also the digital adviser to the Board of Westpac New Zealand and holds an LLB
(Hons) and BCA from Victoria University (Wellington).
Clyde McConaghy
Independent Non-Executive Chairman, Australia
Clyde is based in Australia. He holds a BBus and MBA from Cranfield University United Kingdom (UK).
Clyde is a fellow of the Australian Institute of Company Directors and a fellow of the Institute of Directors
UK. He is the founder of Optima Boards, providing independent director and advisory services to public,
private, family office and charitable entities around the world. Clyde has worked in publishing, media,
online and technology sectors, living in the UK, Germany, China and Australia. He is a Director of ASX-listed
technology company, Infomedia Limited and Chairman of the Board of Chapman Eastway Pty Limited.
Darrin Grafton
Executive Director, Chief Executive Officer & Co-Founder
Darrin has more than 25 years' experience in travel technology and is highly experienced in technology
commercialisation. He previously held senior management positions with Gullivers Travel Group (listed
on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive Technologies.
Robert (Bob) Shaw
Executive Director, Chief Strategy Officer & Co-Founder
Bob has more than 25 years' experience creating and commercialising technology for the travel industry.
He has held a number of directorships and senior management positions in various high-profile ventures,
including Gullivers Travel Group (listed on the Australian and New Zealand Stock Exchanges between
2004 and 2006) and Interactive Technologies.
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2016
Appointed 5 April 2007
Appointed 5 April 2007, re-elected August 2016
15
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
MANAGEMENT TEAM
Simon Botherway
Independent Non-Executive Chairman, New Zealand
Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst
(CFA) designation. Simon has extensive experience in corporate governance, banking and investment
management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to
2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA
Asia-Pacific Advocacy Committee.
Simon was appointed as a member of the Securities Commission in 2009 and was appointed by the New
Zealand Government to chair the Financial Markets Authority Establishment Board in 2010. Simon is
currently also a Director of the Callaghan Innovation Board and Fidelity Life Assurance.
Claudia Batten
Independent Non-Executive Chairman, United States
Claudia has been a founding member of two highly successful entrepreneurial ventures. Starting
with Massive Incorporated, a network for advertising in video games, she helped pioneer digital as
a media buy. Massive was sold to Microsoft in 2006. In 2009 she co-founded Victors & Spoils
(‘V&S’), the first advertising agency built on the principles of crowd-sourcing. V&S was majority
acquired by French holding company Havas Worldwide in 2011. Claudia is based in the United
States but remains a strong supporter of the New Zealand start-up scene as an active mentor and
adviser. She is also the digital adviser to the Board of Westpac New Zealand and holds an LLB
(Hons) and BCA from Victoria University (Wellington).
Clyde McConaghy
Independent Non-Executive Chairman, Australia
Clyde is based in Australia. He holds a BBus and MBA from Cranfield University United Kingdom (UK).
Clyde is a fellow of the Australian Institute of Company Directors and a fellow of the Institute of Directors
UK. He is the founder of Optima Boards, providing independent director and advisory services to public,
private, family office and charitable entities around the world. Clyde has worked in publishing, media,
online and technology sectors, living in the UK, Germany, China and Australia. He is a Director of ASX-listed
technology company, Infomedia Limited and Chairman of the Board of Chapman Eastway Pty Limited.
Darrin Grafton
Executive Director, Chief Executive Officer & Co-Founder
Darrin has more than 25 years' experience in travel technology and is highly experienced in technology
commercialisation. He previously held senior management positions with Gullivers Travel Group (listed
on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive Technologies.
Robert (Bob) Shaw
Executive Director, Chief Strategy Officer & Co-Founder
Bob has more than 25 years' experience creating and commercialising technology for the travel industry.
He has held a number of directorships and senior management positions in various high-profile ventures,
including Gullivers Travel Group (listed on the Australian and New Zealand Stock Exchanges between
2004 and 2006) and Interactive Technologies.
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2016
Appointed 5 April 2007
Appointed 5 April 2007, re-elected August 2016
Murray Warner
Head of Australasian market
Murray has 20 years experience working with cloud software technology building new sales and
revenue operations. He has previously held several senior management positions with Concur
Technologies, an SAP company, across Asia-Pacific, Europe and North America.
Susan Putt
Chief Financial Officer (CFO)
Susan has over 25 years experience working in New Zealand and has also worked in Australia and
Canada. She is a Chartered Accountant and Chartered Member of the Institute of Directors. Susan has
worked as CFO, Head of Strategy, and Director for a number of New Zealand businesses and
specialises in working with high-growth companies.
Charlie Nowaczek
Chief Operating Officer (COO)
Charlie has over 25 years experience as an operations executive and management adviser, specialising
in business transformation and operational excellence. Over the last decade he has been COO for a
number of technology start-ups in the US and Canada.
John Challis
Head of Business Development
John has 18 years' experience in the corporate travel technology sector across operations,
implementations and sales. John has been with Serko for 11 years and was until recently responsible
for managing the Australasian sales team, however, as part of Serko's global expansion plans John is
now responsible for growth in new markets with a heavy focus on the Northern Hemisphere.
Darrin Grafton and Bob Shaw are also part of the executive team, see facing page for their details
Tony D’Astolfo
Senior Vice President, NORAM
Tony is a 35-year travel industry veteran, with deep expertise in travel and technology. Most recently
he was Chief Commercial Officer at Deem and prior to this Tony was Managing Director of
Phocuswright. Tony is a long-time member of GBTA and ACTE, and current Vice Chairman of WINiT
(Women In Travel).
CORPORATE
RESPONSIBILITY
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, community and our shareholders.
We aim to achieve this through:
1) Focusing on long-term growth and business
sustainability;
2) Applying best practice governance and risk
management procedures;
3) Cultivating an inclusive workplace of diverse
and engaged staff; and
4) Enabling environmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes. This year,
we have prepared our first Environmental Social and
Governance (ESG) Report and started reporting how
the United Nations (UN) Sustainable Development
Goals are applicable to our ESG initiatives.
Further information and our full report can be found
online at www.serko.com/investor-centre/. Serko’s
ESG framework remains under development and will
continue to be progressed over time.
The Sustainable Development Goals (SDGs) are a
set of global initiatives set by the United Nations
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we
are directly contributing to and how our community
initiatives relate to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:
People:UN SDGs
UN SDGs
UN SDGs
Customers:
Good health and well-being
Health and Safety Policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
16
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
People:UN SDGs
UN SDGs
UN SDGs
Customers:
Good health and well-being
Health and Safety Policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
17
SERKO ANNUAL REPORT
18
SERKO ANNUAL REPORT
Please read the following commentary with the financial statements and the related notes in this report. Some parts of this
commentary include information regarding the plans and strategy for the business and include forward-looking statements that
involve risks and uncertainties.
Actual results and the timing of certain events may differ materially from future results expressed or implied by the forward-
looking statements contained in the following commentary. All amounts are presented in New Zealand dollars (NZD), except
where indicated. All references to a year are the financial year ended 31 March, unless otherwise stated.
Non-GAAP (generally accepted accounting practices) measures have been included, as we believe they provide useful information
for readers to assist in understanding Serko’s financial performance. Non-GAAP financial measures do not have standardised
meanings and should not be viewed in isolation or considered as substitutes for measures reported in accordance with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). These measures have not been independently
audited or reviewed.
MANAGEMENT
COMMENTARY
19
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Annual total operating revenue grew by $4 million to $18.3 million from $14.3 million in
the prior year, driven by strong recurring revenue growth across all revenue categories
predominantly from our Australian operations. The company recognised $0.96 million in
Callaghan Innovation growth grants within other income, leading to total income for the year
of $19.3 million up from $15.4 million for the prior year.
Serko became profitable in the financial year in line with guidance as it benefited from the
operational efficiencies of a scalable technology platform and from tight cost control. Total
operating expenses decreased by $1.1 million to $17.7 million from the prior year
$18.8 million. This resulted in a profit after tax of $1.8 million, which represents a turnaround
of $5.3 million from a loss of $3.5 million in the prior year.
BUSINESS RESULTS
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Revenue18,27914,2774,00228%
Other income9941,092(98)-9%
Total income19,27315,3693,90425%
Operating expenses(17,684)(18,763)1,0796%
Percentage of revenue-97%-131%
Net finance income41488326370%
Net profit (loss) before tax2,003(3,306)5,309161%
Percentage of operating revenue11%-23%
Income tax expense(171)(144)(27)-19%
Net profit (loss)1,832(3,450)5,282153%
EBITDA improved by $4.7 million from a loss of $2.5 million to a profit of $2.2 million. This
was driven by an increase in total income of $3.9 million and decrease in operating costs
(excluding depreciation and amortisation) of $0.8 million.
EBITDA is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,
Depreciation and Amortisation and Impairment. Serko uses this as a useful indicator of cash profitability.
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA)
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Net profit (loss)1,832(3,450)5,282153%
Add back: income tax expense1711442719%
Deduct: net finance income(414)(88)(326)-370%
Add back: depreciation and amortisation597858(261)-30%
EBITDA profit/(loss)2,186(2,536)4,722186%
EBITDA margin12%-177%
$5.3m
TURNAROUND
$4.7m
TURNAROUND
$2.0m
NET PROFIT
BEFORE TAX
$2.2m
EBITDA
20
SERKO ANNUAL REPORT
Recurring product revenue (a Non-GAAP measure) is the revenue derived from transactions and usage of Serko
products by contracted customers. It excludes services revenue.
Total operating revenue is revenue excluding grants and finance income, while total income includes grants
INCOME
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Travel platform booking revenue13,28310,8082,47523%
Expense platform revenue1,5391,12541437%
Supplier commissions revenue1,28875153772%
Other revenues3342389640%
Recurring product revenue16,44412,9213,52227%
Percentage of total revenue90%91%
Services revenue1,8351,35647935%
Total revenue18,27914,2774,00228%
Other income9941,092(98)-9%
Total income19,27315,3693,90425%
28%
TOTAL
REVENUE
INCREASE
25%
TOTAL
INCOME
INCREASE
Travel platform revenue grew by 23% for the year and was primarily related to a 20% increase
in booking numbers. The difference between transaction growth and booking volume growth
is owing to minimum volume commitments recognised.
Minimum volume commitments contribute to revenue when actual volumes transacted are
less than the stated contractual commitments. Revenue from these sources in 2018 was
$0.6 million, significantly higher than the contribution in the prior year. The anticipated
transactional business related to these minimums is expected to be onboarded onto the Serko
platform in the first quarter of 2019.
Expense platform revenue grew 37% to $1.5 million. This growth is a result of the successful
reseller program introduced in the prior year with our partner TMCs.
Supplier commissions revenue grew by 72% to $1.3 million. The number of bookings that
Serko earned additional commission revenue over the travel platform booking fee increased
by 77%. The average attachment rate of commission bookings versus total bookings for the
year was 5.4% up from 3.7% for the prior year.
Other revenues grew by 40%.
Total services revenue was up 35% over the prior period. This reflects the increase in
payments from content suppliers for the integration of their content to our travel platform, as
well as growth in the paid work to configure our platforms for customer needs.
Total recurring product revenues grew by 27% to $16.4 million compared to $12.9 million in
the prior year. Recurring revenue as a percentage of total revenue remains steady at 90%.
Serko launched its premium travel booking tool called Zeno during 2018. Some customers
have already transitioned to this platform, as commercial negotiations progressively
conclude with various TMC partners for the reseller rights. The volumes were not
significant and revenues are not material for this year and thus have not been separately
disclosed in this report.
21
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Monthly
user fee
Mobile
subscription
Supplier
commission
Booking &
other fees
Corporate traveller makes
a booking via Serko
Online/Zeno
Corporate books a hotel or
taxi via Serko Online/Zeno
Traveller downloads and
uses Serko Mobile
Traveller submits receipts
using Serko Expense/Zeno
How Serko makes money
Serko’s main source of revenue in 2018 was from its Serko Online travel booking platform. This is predominantly invoiced to TMC
resellers on a monthly basis for the total transactions generated from the online travel bookings made by their customers. As Zeno
was launched firstly in beta to trial customers during the second half of 2018, booking volumes for 2018 are not material.
Travel platform revenue is made up of transaction fees, ancillary service fees and contracted minimum payments (where
applicable) and is stated net of volume-related rebates and discounts.
The serko.travel platform for small and medium enterprises is a free booking service and Serko earns commission income on those
bookings direct from suppliers, therefore income from this platform is included in supplier commissions.
Serko also earns income from its expense management platform Serko Expense, which allows registered users of corporate
customers to process travel and expense claims for accounting and reimbursement. Revenues are derived from a combination of
fees for active users, registered users and reports processed.
Supplier commission revenue is earned when corporates opt to book Serko-sourced hotel and other traveller-related services.
Serko is paid directly from the suppliers of those services.
Other income includes income from Serko Mobile licence fees and other miscellaneous revenues.
Services revenue is derived from installation service and customised software development undertaken on behalf of the TMC
customers. It also includes the fees charged to develop connections to third party systems wanting to integrate with Serko’s
platforms. The basis of charging can vary depending on the contractual terms with the customer, which may specify time and
materials, capped or fixed pricing.
Other income is primarily government grants for research and development projects.
HOW SERKO MAKES MONEY
22
SERKO ANNUAL REPORT
Serko currently earns 91% of revenue from Australia and 6% from New Zealand
sources. It is currently undertaking the development required to localise content and
integrate its systems with Northern Hemisphere markets and expects these regions
to grow during 2019.
$15m
$10m
$5m
-
$Ƒ0m
FY13FY14FY15FY16FY17FY18
Revenue Trend
Services
Supplier commissions & other
Expense platform
Travel platform
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Australia16,59913,1953,40426%
New Zealand1,03867236654%
North America457158299189%
India57136(79)-58%
Singapore421824133%
Other8698(12)-12%
Revenue18,27914,2774,00228%
Revenue by
Geography
23
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
37%
20%
24%
$15m
$10m
-
$Ƒ0m
20172018
Peak ATMR
Year-on-year movement
$11.2m
Mar 2016
$15.3m
Mar 2017
$14.8m
Feb 2017
$18.4m
Feb 2018
FY13FY14FY15FY16FY17FY18
Booking trend
Online booking trend over
the last 6 years*
ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator of recurring revenues from Serko
products. It is based on the monthly transactions and average revenue per booking (for its travel platform revenue) and monthly active user charges (for its
expense platform revenue) annualised on a constant currency basis. Owing to seasonality, Serko uses the latest month that is not affected by seasonality trends.
The period ended March 2018 was affected by Easter falling over the last weekend in March whereas in 2017 Easter fell in April. Thus the peak ATMR month for
2018 was February 2018. Serko’s transaction volumes over any month are driven by the number of corporate working days within that month. To aid comparison
between months from year to year, Serko now annualises the figures using the weekday average booking transactions for non-seasonal months and multiplies that
by 260 days in a year.
* Booking volumes not disclosed for commercial reasons
24
SERKO ANNUAL REPORT
ACTIVITY
Online bookings increased 20% over the prior year, while transaction volumes also grew
strongly, driven entirely by growth in our core Australasian markets. Serko is currently
expanding into Northern Hemisphere markets, however, these regions did not make a
contribution in 2018.
ARPB increased marginally during the year by 1%, however, additional content revenue at
$1.3 million is now contributing significantly to Serko’s profit, with a 72% uplift over the
prior year.
ATMR, an indicative measure of forward revenue from currently transacting customers, rose
24% for the year to $18.4 million, lifted by increases in ARPB, total bookings and the number
of users of our Expense platform. Actual recurring product revenue of $16.4 million for 2018
was ahead of the March 2017 ATMR of $15.3 million.
Serko’s TMC partners have indicated they expect additional Australasian corporate
customers, that are not currently using an online booking tool, to transition to Serko products
over the next year. Therefore, we expect transaction growth in Australia and New Zealand
to continue. In addition, Serko is expanding into Northern Hemisphere territories and this
segment is also expected to grow over the next financial year.
While transaction growth is difficult to forecast, Serko is expecting total operating revenue to
grow between 15% and 30%.
Serko is rolling out Zeno to its Australasian customers. Zeno is a premium product that offers
a door-to-door booking experience and Marketplace hub that incorporates additional content
for hotels and other traveller services. Consequently, supplier content commissions are also
expected to grow.
With a healthy pipeline of Serko Expense management customers we expect this product line
will continue to grow. Meanwhile, as we expand into Northern Hemisphere markets we are
seeing increased interest in customers adopting integrated travel and expense solutions.
Serko uses Online bookings, Annualised Transactional Monthly Revenue (ATMR) and Average Revenue per Booking
(ARPB) as indicators of strategic achievement.
INCREASE
20%
ONLINE
BOOKINGS
INCREASE
24%
PEAK
ATMR
25
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Total operating expenses were down 6% or $1.1 million from the prior year to $17.7 million,
mainly owing to a decrease in marketing, remuneration and benefit expenses.
Remuneration and benefits (R&B) decreased owing to the integration of the Arnold platform
in the first half of 2017 resulting in operating efficiencies owing to the reduced need to
maintain two platforms. Included in R&B was $1.3 million related to employee share-based
payments and short-term incentive performance payments for 2018, compared to $1.0 million
in the prior year.
As Serko expands in the Northern Hemisphere, R&B costs will increase, as additional
resources are hired to support growth into new territories. This will be offset somewhat by
capitalisation of internal staff time spent on development of revenue-earning modules for the
Serko platforms.
Selling and marketing expenses decreased as a result of a shift in focus from a direct sales and
marketing effort towards assisting TMC partners to resell Serko products.
With the launch of Zeno in Australasia, as well as into Northern Hemisphere markets, Serko
expects selling costs to increase to drive revenue growth in 2019 by supporting the successful
acquisition and onboarding of new customers to the product.
Administration costs were slightly lower than the prior year owing mainly to a decrease
in depreciation and amortisation (D&A). For 2018, D&A at $0.6 million was $0.2 million
lower than the prior year. Administration costs are expected to increase owing to our
growth activities.
Hosting costs increased and generally are expected to increase when revenue increases.
However, thanks to efficiencies achieved this year, these costs increased 13%, while revenues
increased 28%.
Remuneration and benefits are the total costs of employees and contractors engaged within the business during the
financial year, including gross salary, additional payroll taxes, superannuation and KiwiSaver, bonuses, commissions
and the value of any share-based remuneration or awards.
Selling and marketing expenses comprise all the direct costs of sales that are not people- or salary-related.
Administration expenses are other general overheads and operating costs, including depreciation and amortisation charges.
Other expenses comprise direct technology costs, including hosting.
OPERATING EXPENSES
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Remuneration and benefits11,66712,285(618)-5%
Selling and marketing expenses1,2581,658(400)-24%
Administration expenses3,6923,880(188)-5%
Other expenses1,06794012713%
Total operating expenses17,68418,763(1,079)-6%
Percentage of operating revenue97%131%-34%
6%
OPERATING
EXPENSES
DECREASE
26
SERKO ANNUAL REPORT
R&D costs (capitalised and expensed) have declined $0.9 million during the year with
integration of the Arnold platform in the first half of 2017. Software development resources,
used to support a higher level of services revenue, has been excluded from R&D. R&D costs
represent 27% of operating revenue.
Capitalised development costs have also declined by 51% to $0.4 million. The majority of
R&D was research related. Research costs of $4.5 million mostly related to improving the
traveller booking experience in Zeno, including work on predictive booking, natural language
transactions and chat bots. These were partially funded through $1 million of government
grants received from Callaghan Innovations.
Serko expects capitalised development costs to increase with the current developer resources
focused on Zeno development for the Northern Hemisphere and new functionality that will
further contribute to increases in revenue.
Research & Development (R&D) cost is a Non-GAAP measure representing the internal and external costs related to
R&D that have been included in operating costs and capitalised as computer software development during the period.
Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to
an intangible asset. R&D expenses include employee and contractor remuneration related to these activities. It also
covers research expenditure defined by NZ IAS 38.
RESEARCH AND DEVELOPMENT (R&D) COSTS
Year ended 31 March20182017Change%
$ (000)$ (000)$ (000)
Total R&D cost (including amounts capitalised)4,9065,836(930)-16%
Percentage of operating revenue27%41%
Less: capitalised product development costs(383)(780)39751%
Percentage R&D costs8%13%
Research costs (excluding amortisation of
amounts previously capitalised)
4,5235,056(533)-11%
Less: Government grants(956)(1,073)11711%
Add: Amortisation of capitalised development
costs
412450(38)-8%
Net product development costs3,9794,433(454)-10%
Percentage of operating revenue22%31%
16%
DECREASE
R&D COSTS
27
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Serko’s staff head count was relatively flat for the year, moving to 106 from 108 full-time
equivalent (FTE) staff at the end of 2017, with 58 staff based in New Zealand, 20 in Australia,
26 in China and two based in other countries. Average revenue per FTE increased by $48,000
to $170,000, demonstrating the economies of scale we are achieving from the platform as
revenue grows.
Receipts from customers increased by 17% over 2018 from $15.1 million to $17.8 million.
Other operating cash outflows decreased by $0.5 million resulting in positive operating cash
flows for the year of $1.4 million.
Cash outflows for property, plant and equipment and intangibles were $0.5 million lower than
prior year resulting in total net inflows of $0.8 million for the year, including foreign exchange
differences. Cash balances increased by 18% as at 31 March 2018, from $4.5 million to
$5.2 million.
EMPLOYEES AND AVERAGE REVENUE FTE
CASH FLOWS
Year ended 31 March20182017Change%
Product development and maintenance5459-5-8%
Sales and marketing129333%
Customer support2727--
Administration1313--
Total employee numbers at end of year106108-2-2%
Average revenue per FTE (NZD $000)1701224839%
Year ended 31 March20182017Change%
$(000)$(000)$(000)
Receipts from customers17,75415,1132,64117%
Grant income receipts9151,075(114)-11%
Other operating cash flows(17,253)(17,783)4843%
Total cash flows from operating activities1,416(1,595)3,011188%
Investing and financing cash flows(565)(1,038)47346%
Total net cash flows851(2,633)3,484132%
Net foreign exchange differences(70)(34)(36)-106%
Closing cash balances5,2324,45178118%
2%
DECREASE
FTE
INCREASE
18%
CASH
BALANCES
28
SERKO ANNUAL REPORT
FINANCIAL
STATEMENTS
29
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
The directors of Serko Limited are pleased to present the
financial statements for Serko Limited and its subsidiaries (the
group) for the year ended 31 March 2018 to shareholders.
The directors are responsible for presenting financial
statements in accordance with New Zealand law and generally
accepted accounting practice, which fairly present the
financial position of the group as at 31 March 2018 and the
results of its operations and cash flows for the year ended on
that date.
The directors consider the financial statements of the group
have been prepared using accounting policies that have been
consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and
accounting standards have been followed.
The directors believe that proper accounting records have been
kept that enable, with reasonable accuracy, the determination
of the financial position of the group and facilitate compliance
of the financial statements with the Companies Act 1993, NZX
Main Board Listing Rules, Financial Reporting Act 2013 and the
Financial Markets Conduct Act 2013.
The directors consider they have taken adequate steps to
safeguard the assets of the group and to prevent and detect fraud
and other irregularities. Internal control procedures are also
considered to be sufficient to provide a reasonable assurance as
to the integrity and reliability of the financial statements.
The financial statements are signed on behalf of the Board on
23 May 2018 by:
CONTENTS
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
Statement of comprehensive income
30
Statement of changes in equity31
Statement of financial position32
Statement of cash flows33
Notes to the financial statements34-62
Independent auditor’s report
63-65
30
SERKO ANNUAL REPORT
The accompanying notes form part of these financial statements.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2018
Notes20182017
$ (000)$ (000)
Revenue418,27914,277
Other income49941,092
Total revenue and other income19,27315,369
Operating Expenses
Remuneration and benefits (11,667) (12,285)
Selling and marketing expenses (1,258) (1,658)
Administration expenses (3,692) (3,880)
Other expenses (1,067) (940)
Total operating expenses5 (17,684) (18,763)
Finance income5475142
Finance expenses5 (61) (54)
Profit/(loss) before income tax2,003 (3,306)
Income tax expense 6 (171) (144)
Net profit/(loss) attributable to the shareholders of the company1,832 (3,450)
Movement in foreign currency reserve (52) (140)
Total comprehensive income for the year1,780 (3,590)
Earnings per share
Basic profit/(loss) per share16 $0.03 $(0.05)
Diluted profit/(loss) per share16 $0.02 $(0.05)
31
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2018
Notes
Share
Capital
Share-based
Payment
Reserve
Foreign
Currency
Reserve
Accumulated
Losses
Total
$ (000)$ (000)$ (000)$ (000)$ (000)
Balance as at 1 April 201725,1851,021(33)(19,897)6,276
Net profit/(loss) for the year-- - 1,8321,832
Other comprehensive income/(loss)*--(52) - (52)
Total comprehensive income for the year--(52)1,8321,780
Transactions with owners
Shares allocated to employees15 - 252 - - 252
Shares forfeited from employees15 - (23) - - (23)
Share options to non-executive directors15 - 59--59
Balance as at 31 March 201825,1851,309(85)(18,065)8,344
Balance as at 1 April 201625,185888107(16,447)9,733
Net profit/(loss) for the year - - - (3,450)(3,450)
Other comprehensive income/(loss)* - - (140) - (140)
Total comprehensive income for the year - - (140)(3,450)(3,590)
Transactions with owners
Shares allocated to employees15 - 372 - - 372
Shares forfeited from employees15 - (239) - - (239)
Balance as at 31 March 201725,1851,021(33)(19,897)6,276
*Items in other comprehensive income may be reclassified to the income statement and are shown net of tax.
The accompanying notes form part of these financial statements.
32
SERKO ANNUAL REPORT
STATEMENT OF FINANCIAL POSITION
As at 31 March 2018
Notes20182017
$ (000)$ (000)
Current assets
Cash at bank and on hand115,2324,451
Receivables73,8313,167
Derivative financial instruments8288 -
Total current assets9,3517,618
Non-current assets
Property, plant and equipment9893886
Intangible assets 101,5741,603
Deferred tax asset6155112
Total non-current assets2,6222,601
Total assets11,97310,219
Current liabilities
Trade and other payables122,7932,582
Income tax payable98160
Interest-bearing loans and borrowings14351399
Derivative financial instruments8 - 245
Total current liabilities3,2423,386
Non-current liabilities
Trade and other payables12183269
Interest-bearing loans and borrowings14204254
Derivative financial instruments8 - 34
Total non-current liabilities387557
Total liabilities3,6293,943
Equity
Share capital1525,18525,185
Share-based payment reserve151,3091,021
Foreign currency reserve(85)(33)
Accumulated losses(18,065)(19,897)
Total equity8,3446,276
Total equity and liabilities11,97310,219
For and on behalf of the Board of Directors, who authorise these financial statements for issue on 23 May 2018.
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
The accompanying notes form part of these financial statements.
33
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
STATEMENT OF CASH FLOWS
For the year ended 31 March 2018
Notes20182017
$ (000)$ (000)
Cash flows from operating activities
Receipts from customers17,75415,113
Interest received9399
Receipts from grants9151,075
Taxation (paid)/refund received(262)(469)
Payments to suppliers and employees(17,065)(17,349)
Interest payments(22)(16)
Net GST refunded (paid)3(48)
Net cash flows from/(used in) operating activities201,416(1,595)
Cash flows from investing activities
Purchase of property, plant and equipment(192)(247)
Purchase of intangibles(327)(791)
Net cash flows from/(used in) investing activities(519)(1,038)
Cash flows from financing activities
Net repayment of loans(46) -
Net cash flows from/(used in) financing activities(46) -
Net increase (decrease) in total cash851(2,633)
Net foreign exchange difference(70)(34)
Cash and cash equivalents at beginning of period4,4517,118
Cash and cash equivalents at end of period5,2324,451
Cash and cash equivalents comprises the following:
Cash at bank and on hand115,2324,451
5,2324,451
The accompanying notes form part of these financial statements.
34
SERKO ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2018
1 CORPORATE INFORMATION
The financial statements of Serko Limited (‘the company’)
and subsidiaries (‘the group’) were authorised for issue in
accordance with a resolution of directors.
The company is a limited liability company domiciled and
incorporated in New Zealand under the Companies Act
1993 and is listed on the New Zealand Stock Exchange
(NZX). Its registered office is at Unit 14d, 125 The Strand,
Parnell, Auckland.
The group is involved in the provision of computer
software solutions for corporate travel. The group is
headquartered in Auckland, New Zealand.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the
preparation of these consolidated financial statements are
set out below and within this notes section. These policies
have been consistently applied to all the years presented,
unless otherwise stated.
a) Basis of preparation
The financial statements have been prepared in
accordance with generally accepted accounting practice
in New Zealand (NZ GAAP) and the requirements of
the Financial Market Conduct Act 2013. The financial
statements have been prepared on a historical cost basis,
modified by the revaluation of certain assets and liabilities
as identified in specific accounting policies.
The financial statements are presented in New Zealand
dollars and all values are rounded to the nearest thousand
dollars unless stated otherwise.
The financial statements provide comparative information
in respect of the previous period.
b) Going concern
The directors have carefully considered the ability of
the group to continue to operate as a going concern for
at least the next 12 months from the date the financial
statements are authorised for issue. It is the conclusion
of the directors that the group will continue to operate as
a going concern and the financial statements have been
prepared on that basis.
In reaching their conclusion, the directors have considered
the following factors:
• Cash reserves at 31 March 2018 of $5.2 million
provides a sufficient level of headroom to help
support the business for at least the next 12 months.
• The 2019 financial year budget has been prepared to
achieve profitability and positive net cash flow over
the year.
• The directors have made due enquiry into the
appropriateness of the assumptions underlying the
budgetary forecasts.
• In approving the 2019 financial year budget, the
directors have considered detailed contingency plans
presented by the management, including the ability
to adjust resource levels and reduce operating costs,
that can be implemented in the event that adverse
variances in performance versus budget exceed
certain thresholds.
A number of significant judgements have been made in
preparing the budget, the most significant relate to the
timing and level of uptake of demand for new products and
services that are expected to launch or grow significantly
during the year. However, in view of the contingencies and
risk mitigations that have been identified, the directors
consider there is a reasonable expectation that the
group can continue to operate as a going concern for the
foreseeable future.
c) Statement of compliance
The financial statements have been prepared in
accordance with NZ GAAP. They comply with New
Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting
Standards, as appropriate for profit-oriented entities.
d) New accounting standards and interpretations
NZ IFRS standards that have recently been issued or
amended but are not yet effective and have not been
adopted by the group are:
NZ IFRS 15 Revenue from Contracts from Customers is
effective for accounting periods beginning on or after
1 January 2018. Serko will adopt the standard when
required for the year ended 31 March 2019.
35
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
The standard requires entities to recognise revenue
when control of a good or service transfers to a customer
with revenue recognised for the amount that reflects the
consideration to which the entity expects to be entitled
in exchange for the goods and services. As permitted by
the standard, Serko will apply the modified retrospective
approach on transition. Consequently, any adjustments
required to historic revenues at the date of transition will
be recognised against the opening balance of retained
earnings at 1 April 2018 and prior year comparatives will
not be restated.
To date, a sample of contracts have been analysed,
focusing initially on revenue from the Serko Online
product, which represents the majority of revenue.
Serko Online charges mostly involve transaction and
usage fees, which are recorded as revenue at the time
the initial booking is processed. Under NZ IFRS 15, we
expect that this will continue except where the transaction
fee is bundled to include ‘changes post booking’ where
some revenue may need to be deferred until subsequent
changes occur, and where there are minimum transaction
commitments where a different revenue recognition
profile is being considered.
A detailed analysis is ongoing for the remaining bespoke
customer contracts and further areas of adjustment may
still be identified.
NZ IFRS 9 Financial Instruments is effective for accounting
periods beginning on or after 1 January 2018. Serko will
adopt the standard when required for the year ended 31
March 2019.
The standard includes a revised model for classification
and measurement of financial instruments, including a
new expected credit loss model for the calculation of
impairment on financial assets, and changes to general
hedge accounting requirements.
The group considers that the standard will not have a
significant impact on the financial statements, given the
non-complex nature of financial instruments held. The
main change expected will be in respect of receivables
held at amortised cost where the new impairment model
requires the recognition of impairment provisions based
on expected credit losses rather than incurred credit
losses. While calculation of the opening expected credit
loss has not yet been determined, the impact is not
expected to be significant, given the short payment terms
and low level of past due receivables as disclosed in note 7.
The group does not apply hedge accounting and does not
propose to change this on transition to NZ IFRS 9.
NZ IFRS 16 Leases, effective for accounting periods
beginning on or after 1 January 2019. Serko does not
expect to apply the standard early.
When the standard is adopted Serko’s operating leases
will be recorded on balance sheet, with the recognition
of right-to-use assets and an obligation to make lease
payments. The right-to-use assets will be depreciated
over the lease term and the liability will be measured
at amortised cost. As a result, there will be increased
depreciation and interest expense, with a reduction in
rental expense.
Until the project is completed and decisions are made, such
as the transition method to apply and applicable discount
rate to calculate the lease obligation, it is not practicable to
quantify the effect of the standard. Existing operating lease
commitments are set out in note 18.
Amendments to NZ IFRS 2 Share-based Payment. The
following apply prospectively to annual periods beginning
on or after 1 January 2018:
• The accounting for the effects of vesting conditions on
cash-settled share-based payment transactions;
• The classification of share-based payment transactions
with net settlement features for withholding tax
obligations; and
• The accounting for a modification to the terms and
conditions of a share-based payment that changes the
transaction from cash-settled to equity-settled.
Management will assess the impact of the amendment
during the 2019 financial year.
e) Basis of consolidation
The consolidated financial statements comprise the
financial statements of Serko Limited and its subsidiaries as
at and for the year ended 31 March each year.
Control is achieved when the group is exposed, or has
rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through
its power over the investee. Specifically, the group controls
an investee if and only if the group has:
• Power over the investee (i.e. existing rights that give
it the current ability to direct the relevant activities of
the investee;
• Exposure, or rights, to variable returns from its
involvement with the investee; and
• The ability to use its power over the investee to affect
its returns.
When the group has less than a majority of the voting or
similar rights of an investee, the group considers all relevant
facts and circumstances in assessing whether it has power
over an investee, including:
• The contractual arrangement with the other vote holders
of the investee;
• Rights arising from other contractual arrangements; and
• The group’s voting rights and potential voting rights.
36
SERKO ANNUAL REPORT
The group reassesses whether or not it controls an
investee if facts and circumstances indicate there are
changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the group
obtains control over the subsidiary and ceases when the
group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed
of during the year are included in the financial statements
from the date the group gains control until the date the
group ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the group loses control over a subsidiary, it:
• Derecognises the assets (including goodwill) and
liabilities of the subsidiary;
• Derecognises the carrying amount of any non-
controlling interests;
• Derecognises the cumulative translation differences
recorded in equity;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss; and
• Reclassifies the parent’s share of components
previously recognised in other comprehensive income
to profit or loss or retained earnings, as appropriate,
as would be required if the group had directly
disposed of the related assets or liabilities.
The acquisition of subsidiaries is accounted for using the
acquisition method of accounting. The acquisition method
of accounting involves recognising at acquisition date,
separately from goodwill, the identifiable assets acquired,
liabilities assumed and any non-controlling interest in the
acquiree. The identifiable assets acquired and liabilities
assumed are measured at their acquisition date fair values.
Acquisition-related costs are expensed as incurred and
recognised in profit or loss.
The difference between the above items and the fair value
of the consideration is recorded as either goodwill or gain
on bargain purchase. After initial recognition, goodwill is
measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition date,
allocated to each of the group’s cash-generating units
expected to benefit from the combination, irrespective
of whether other assets or liabilities of the acquiree are
assigned to those units.
Goodwill is tested annually for impairment, or
immediately if events or changes in circumstances
indicate that it might be impaired, and carried at cost less
accumulated impairment losses. Impairment losses on
goodwill are not reversed.
Any gain on bargain purchase is recognised immediately
on acquisition to profit and loss.
Inter-company transactions, balances and unrealised
gains and losses on transactions between group
companies are eliminated.
Non-controlling interests are allocated their share of
comprehensive income after tax in the statement of
comprehensive income and are presented within equity
in the consolidated statement of financial position,
separately from the equity of the owners of the parent.
f) Foreign currency translation
i) Functional and presentation currency
Items included in these financial statements of each of
the group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (the ‘functional currency’). These financial
statements are presented in New Zealand dollars, which
is the group’s presentation currency and the parent’s
functional currency.
ii) Transactions and balances
Transactions in foreign currencies are initially recorded
in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at balance
date. Non-monetary items measured in terms of
historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the
date when the fair value was determined.
Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation
at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are
recognised in profit or loss.
iii) Foreign Currency Translation Reserve
For the purposes of presenting these consolidated
financial statements, the assets and liabilities of the
group’s foreign operations are translated into currency
units using exchange rates prevailing at the end of
each reporting period. Income and expense items are
translated at the average exchange rates for the period,
37
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the dates of
the transactions are used. Exchange differences arising,
if any, are recognised in other comprehensive income and
accumulated equity.
g) Financial instruments
Financial assets are classified as either loans and
receivables. When financial assets are recognised initially
they are measured at fair value plus directly attributable
transaction costs. The group determines the classification
of its financial assets on initial recognition and, when
allowed and appropriate, re-evaluates this designation at
each financial year end.
i) Loans and receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. They arise when the group provides
money, goods or services directly to a debtor with no
intention of selling the receivable. Such assets are
subsequently carried at amortised cost using the effective
interest method. Gains and losses are recognised in profit
or loss when the loans and receivables are derecognised
or impaired, as well as through the amortisation process.
The group’s loans and receivables comprise trade
receivables, loans and GST receivable.
ii) Financial liabilities
Financial liabilities are classified as ‘other financial
liabilities’. Other financial liabilities, including borrowings,
are initially measured at fair value, net of transaction
costs. Other financial liabilities are subsequently
measured at amortised cost using the effective interest
method, with interest expense recognised using an
effective interest method.
The effective interest method calculates the amortised
cost of a financial liability and allocates the interest
expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial
liability or, where appropriate, a shorter period to the net
carrying amount of the liability.
Financial liabilities are classified as current liabilities
unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after
balance date.
iii) Impairment of financial assets
The group assesses, at each reporting date, whether
there is objective evidence that a financial asset or a
group of financial assets is impaired. A financial asset or
a group of financial assets is deemed to be impaired if
there is objective evidence of impairment as a result of
one or more events that have occurred since the initial
recognition of the asset (an incurred ‘loss event’) and that
loss event has an impact on the estimated future cash
flows of the financial asset or the group of financial assets
that can be reliably estimated. Evidence of impairment
may include indications that the debtors or a group of
debtors is experiencing significant financial difficulty,
default or delinquency in interest or principal payments,
the probability that they will enter bankruptcy or other
financial reorganisation and observable data indicating
that there is a measurable decrease in the estimated
future cash flows, such as changes in arrears or economic
conditions that correlate with defaults.
iv) Financial assets carried at amortised cost
For financial assets carried at amortised cost, the group
first assesses whether objective evidence of impairment
exists individually for financial assets that are individually
significant or collectively for financial assets that are
not individually significant. If the group determines
that no objective evidence of impairment exists for an
individually assessed financial asset, whether significant
or not, it includes the asset in a group of financial assets
with similar credit risk characteristics and collectively
assesses them for impairment. Assets that are individually
assessed for impairment and for which an impairment
loss is, or continues to be, recognised are not included in a
collective assessment of impairment.
If there is objective evidence that an impairment loss has
been incurred, the amount of the loss is measured as the
difference between the asset’s carrying amount and the
present value of estimated future cash flows (excluding
future expected credit losses that have not yet been
incurred). The present value of the estimated future
cash flows is discounted at the financial asset’s original
effective interest rate. If a loan has a variable interest
rate, the discount rate for measuring any impairment loss
is the current effective interest rate.
The carrying amount of the asset is reduced through the
use of an allowance account and the loss is recognised in
profit or loss. Interest income continues to be accrued
on the reduced carrying amount and is accrued using the
rate of interest used to discount the future cash flows
for the purpose of measuring the impairment loss. The
interest income is recorded as finance income in the
income statement. Loans, together with the associated
allowance, are written off when there is no realistic
prospect of future recovery and all collateral has been
realised or has been transferred to the group. If, in a
subsequent year, the amount of the estimated impairment
38
SERKO ANNUAL REPORT
loss increases or decreases, because of an event occurring
after the impairment was recognised, the previously
recognised impairment loss is increased or reduced by
adjusting the allowance account. If a write off is later
recovered, the recovery is credited to finance costs in the
income statement.
h) Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are
capitalised as part of the cost of that asset. A qualifying
asset is one that takes 12 months or longer to prepare
for its intended use or sale. Other borrowing costs are
expensed when incurred.
i) Other taxes
Revenues, expenses and assets are recognised net of the
amount of goods and services tax (GST) except where the
GST incurred on a purchase of goods and services is not
recoverable from the taxation authority, in which case
the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable. All
receivables and payables are stated GST inclusive.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables or
payables in the statement of financial position.
Commitments and contingencies are disclosed net of
the amount of GST recoverable from, or payable to, the
taxation authority.
j) Comparative amounts
When the presentation or classification of items is
changed, comparative amounts are reclassified unless the
reclassification is impracticable.
3 SIGNIFICANT ACCOUNTING JUDGEMENTS,
ESTIMATES AND ASSUMPTIONS
The preparation of the group’s consolidated financial
statements requires management to make judgements,
estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures.
Significant judgements
In the process of applying the group’s accounting policies,
management has made the following judgements,
which have an effect on the amounts recognised in the
consolidated financial statements.
Share-based payments
The fair value applied to shares granted under the restricted
share plan is the volume weighted average price (VWAP) of
shares traded in the previous 20 trading days preceding the
date of grant. Vesting of the shares is reviewed periodically
to determine that the assumptions around vesting dates and
employee churn rate are still valid (refer note 17).
Development costs
Development costs of a project are capitalised
in accordance with the accounting policy. Initial
capitalisation of costs is based on management’s
judgement that technological and economic feasibility
is confirmed, usually when a product development
project has reached a defined milestone according
to an established project management model. In
determining the amounts to be capitalised, management
makes assumptions regarding the expected future cash
generation of the project and the expected period of
benefits (refer note 10).
Functional currency
The group periodically reviews the functional currency
for reporting purposes. The group believes, that there
are sufficient justifications for the continued use of NZD
as the functional currency. The key factors behind this
conclusion are:
• Serko is NZX listed and has raised capital in NZD;
• Research and development grant funding is in NZD;
• NZD is the main currency for labour, operating cost
and capital expenditure; and
• The group also generates certain revenues in NZD.
Impairment of intangible or non-financial assets
Management reviews the carrying value of intangible
and non-financial assets on an annual basis, in particular,
computer software and development work in progress.
Consideration is placed on a number of factors, depending
on the specific asset in question, which may include
discounted cash flow forecasts, the ability to continue
to generate discrete cash flow and returns, any changes
or anticipated changes in the business or product
circumstances and the nature of the events that originally
gave rise to the recognition of any non-financial assets
(refer note 10).
Revenue recognition
Serko has reseller customer agreements that contain
annual minimum transaction volume commitments
that span financial reporting periods. Based on this,
management needs to make a judgement about estimated
future transaction volumes to determine related revenue
for the specific financial reporting period (refer note 4).
39
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
4 REVENUE & OTHER INCOME
Revenue is recognised and measured at the fair value of
the consideration received or receivable to the extent it is
probable that the economic benefits will flow to the group
and the revenue can be reliably measured. Revenue is
disclosed net of credit notes, rebates and discounts.
a) Revenue from transaction and usage fees
Revenue from transaction and usage fees is recorded at
the time travel or expense transactions are processed
through Serko’s platforms. Contracts that have minimum
booking volume arrangements are recognised over the
period of volume commitment. Revenue from licence fees
is recognised over the term of the licence agreement.
b) Revenue from services
Revenue from a contract to provide installation services
is recognised by reference to the completion of the
contract or services delivered at balance date. When the
contract outcome cannot be estimated reliably, revenue
is recognised only to the extent of expenses recognised
that are recoverable. Customised software development
services are recognised by reference to stage of
completion at balance date.
c) Government grants
When the grant relates to an expense item, it is recognised
as income over the periods necessary to match the grant on
a systematic basis to the costs it is intended to compensate.
Notes20182017
$ (000)$ (000)
Revenue – transaction and usage fees:
Travel platform booking revenue13,28310,808
Expense platform booking revenue1,5391,125
Supplier commissions revenue1,288751
Other revenues334238
Revenue – services1,8351,356
Total revenue18,27914,277
Government grants139561,073
Sundry income3819
Total other income9941,092
Total revenue and other income19,27315,369
20182017
$ (000)$ (000)
Geographic information
Australia16,59913,195
New Zealand1,038672
US457158
India57136
Singapore4218
Other8698
Total revenue18,27914,277
40
SERKO ANNUAL REPORT
5 EXPENSES
Notes20182017
$ (000)$ (000)
Operating profit/(loss) before taxation includes the following expenses:
Auditor remuneration and advisory fees79116
Amortisation of intangibles10412633
Depreciation9185225
Rental and operating lease expenses729686
Employee remuneration10,76411,462
Contributions to pension plans480416
Share-based payment expenses15288133
Marketing expenses410936
Hosting expenses1,067904
Other operating expenses3,2703,252
Expenses from ordinary activities17,68418,763
Research expenses (excluding capitalised development costs)4,5235,056
Notes20182017
$ (000)$ (000)
Finance income and expenses includes:
Finance income
Interest received111116
Dividends received - 1
Foreign exchange gains – net36425
Total finance income475142
Finance expenses
Interest expense(43)(36)
Other finance expenses(18)(18)
Total finance expenses(61)(54)
Total finance income and expenses41488
Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to an
intangible asset. R&D expenses include employee and contractor remuneration related to these activities.
Research expenditure includes expenditure that meets the definition of research expenditure as defined in NZ IAS 38.
41
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Notes20182017
$ (000)$ (000)
Amounts received or due and receivable by:
Audit of financial statements – Deloitte Limited79 -
Audit of financial statements – EY - 82
Other assurance-related services (a) – EY - 15
Total audit fees7997
Tax services (b) – EY - 19
Total non-audit fees - 19
Auditor remuneration
The directors of Serko Limited appointed Deloitte Limited as the auditor of the group for the year ended 31 March 2018.
Ernst & Young (EY) was the auditor for the year ended 31 March 2017. EY tax services for the year ended 31 March 2018 are
excluded from auditor remuneration below.
(a) Other assurance-related services include services for research and development assurance procedures and half year agreed
upon procedures.
(b) Tax services relate to compliance services.
42
SERKO ANNUAL REPORT
6 INCOME TAX
Current tax assets and liabilities for the current period are
measured at the amount expected to be recovered from
or paid to the taxation authorities based on the current
period’s taxable income. The tax rates and tax laws used
to compute the amount are those that are enacted or
substantively enacted in the jurisdictions on which the
group operates at the reporting date.
Current income tax relating to items recognised directly
in equity is recognised in equity and not in the statement
of comprehensive income. Management periodically
evaluates positions taken in the tax returns, with respect
to situations in which applicable tax regulations are
subject to interpretation, and establishes provisions
where appropriate.
Deferred income tax is provided on all temporary
differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts
for financial reporting purposes.
Deferred income tax liabilities are recognised for all
taxable temporary differences:
• Except for a deferred income tax liability arising from
the initial recognition of goodwill; and
• Except where the deferred income tax liability arises
from the initial recognition of an asset or liability in
a transaction that is not a business combination and,
at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred income tax assets are recognised for all
deductible temporary differences and unused tax losses,
to the extent that it is probable that taxable profit will
be available against which the deductible temporary
differences can be utilised. The carry forward of unused
tax losses can be utilised except where the deferred
income tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
The carrying amount of deferred income tax assets is
reviewed at each balance date and reduced to the extent
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred income
tax asset to be utilised.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based
on tax rates (and tax laws) relevant to the appropriate
tax jurisdiction, that have been enacted or substantively
enacted at the balance date.
Notes20182017
$ (000)$ (000)
Current income tax
Current income tax charge/(credit)225308
Adjustments in respect of previous years(12)6
213314
Deferred income tax
Origination and reversal of temporary differences(42)(170)
Income tax expense reported in the statement of comprehensive income171144
43
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:
Deferred income tax at 31 March relates to the following:
Notes20182017
$ (000)$ (000)
Accounting profit (loss) before income tax2,003(3,306)
At the statutory income tax rate of 28% (2017:28%) 561(926)
Non-deductible items77
Adjustments in respect of current income tax of previous years(12)6
Chinese branch tax9861
Foreign tax credits not utilised - 16
Share-based payments8137
Tax losses recognised(570) -
Future income tax benefit, not recognised - 934
Effect of tax on overseas subsidiaries at different rate69
Income tax expense171144
At effective income tax rate of:8.5%-4.4%
20182017
Statement
of financial
position
Statement of
comprehensive
income
Statement
of financial
position
Statement of
comprehensive
income
$ (000)$ (000)$ (000)$ (000)
Deferred income tax liabilities recognised
Intangibles - - - 71
Unrealised foreign exchange(10)41(51)15
Deferred income tax asset recognised
Intangibles85(2)8787
Employee entitlements80376(3)
Net deferred tax asset/(liability) recognised15542112170
Deferred income tax asset not recognised
Employee entitlements11251073
Bonus provision1951039292
Accruals - - - (28)
Allowance for impairment - (2)2 -
Leasehold liabilities(11)9(20)(33)
29611518134
Tax losses available to be carried forward and offset against
future income
3,7854,484
Total deferred tax asset not recognised4,0814,665
44
SERKO ANNUAL REPORT
7 RECEIVABLES
Receivables are recognised initially at fair value and
subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Collectibility of receivables is reviewed on an ongoing
basis. Debts that are known to be uncollectible are
written off when identified. A provision for impairment of
receivables is established when there is objective evidence
that the group will not be able to collect all amounts due
according to the original terms of the receivable, changes
in credit quality and past default experience.
The impairment, and any subsequent movement,
including recovery, is recognised in the statement of
comprehensive income.
Notes20182017
$ (000)$ (000)
Trade receivables3,0462,544
Allowance for impairment - (7)
Trade receivables (net)3,0462,537
Loan receivable19326353
Allowance for impairment(25) -
Other receivables (net)301353
GST receivable3022
Prepayments454255
Total receivables3,8313,167
The carrying amounts of the group’s receivables are denominated in the following currencies:
New Zealand dollars1,9181,493
Australian dollars1,8461,634
US dollars5229
Indian rupees1511
3,8313,167
45
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Allowance for impairment loss
i) Trade receivables
Group trade receivables over 60 days of $108,099 (2017:
$103,287). This balance of $108,099 is not considered
impaired as amounts outstanding are in accordance
with agreed payment plans and payment record of the
customers concerned.
Trade receivables are non-interest bearing and are
generally on 30 - 60-day terms. A provision for
impairment loss is recognised where there is objective
evidence that an individual trade receivable is impaired.
No impairment loss has been recognised (2017: $nil)
by the group in the current year. No individual amount
within the impairment allowance is material.
ii) Other receivables
Other receivables consist of an interest-bearing loan
to nuTravel Technology Solutions LLC (nuTravel) of
US$200,000, which was assigned by Financial Equities
Limited (FEL) to Serko Limited in return for an interest-
bearing loan repayable on receipt of the loan receivable.
A revised repayment arrangement with nuTravel was
entered into and this receivable was reassigned back to
FEL subsequent to year end (refer note 23). There is no
financial risk to Serko as the loan receivable is back to
back with the associated loan payable to FEL (refer note
14). FEL is a company associated with directors Bob Shaw
and Darrin Grafton (refer note 19).
Total0-30 days31-60 days61-90 days91+ days
$ (000)$ (000)$ (000)$ (000)$ (000)
At 31 March, the ageing analysis of receivables is as follows:
2018
Trade receivables3,0462,922164662
Other receivables326---326
2017
Trade receivables2,5442,43281193
Other receivables353---353
46
SERKO ANNUAL REPORT
8 FINANCIAL INSTRUMENTS
Derivative financial instruments
The group uses derivatives in the form of forward exchange contracts (FECs) to reduce the risk that movements in the
exchange rate will affect the group’s New Zealand dollar cash flows. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair
value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
is negative.
Notes20182017
$ (000)$ (000)
Current:
Foreign currency forward exchange contracts288(245)
Non-current:
Foreign currency forward exchange contracts - (34)
Contractual amounts of forward exchange contracts outstanding were as follows:
Foreign currency forward exchange contracts10,76313,027
The following table presents the group’s foreign currency forward exchange contracts measured at fair value:
Derivative financial instruments have been determined to be within level 2 of the fair value hierarchy. Foreign currency
forward exchange contracts have been fair valued using published market foreign exchange rates and contract forward rates
discounted at a rate that reflects the credit risk of the counterparties.
47
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
9 PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are recorded
at cost less accumulated depreciation and impairment.
Initial cost includes purchase consideration and those
costs attributable to bringing the asset to the location and
condition necessary for its intended use. Where an item is
self-constructed, its construction cost includes the cost of
materials, direct labour and an appropriate proportion of
production overheads.
Subsequent expenditure relating to an item of property,
plant and equipment is added to its gross carrying
amount when such expenditure either increases the
future economic benefits beyond its existing service
potential or is necessarily incurred to enable future
economic benefits to be obtained and if that expenditure
would have been included in the initial cost of the item
had it been incurred at that time. The carrying amount of
any replaced part is derecognised.
All other repairs and maintenance expenditure is
recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over
the estimated useful life of the asset. The residual value
of assets is reviewed and adjusted, if appropriate, at each
balance date.
The following estimates have been used:
• Leasehold improvements 7%
• Furniture and fittings 6 - 36%
• Computer equipment 17.5 - 48%
a) Impairment
The carrying values of property, plant and equipment
are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not
be recoverable.
If any such indication exists and where the carrying values
exceed the estimated recoverable amount, the assets are
written down to their recoverable amounts.
b) Disposal
An item of property, plant and equipment is derecognised
upon disposal or when no further future economic benefits
are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the
carrying amount of the asset) is included in profit or loss in
the year the asset is derecognised.
48
SERKO ANNUAL REPORT
Leasehold
improvement
Furniture &
fittings
Computer
equipment
Total
$ (000)$ (000)$ (000)$ (000)
2018
Cost or valuation
Balance at 1 April 20177673543981,519
Additions413176193
Currency translation(1) - - (1)
Balance at 31 March 20187703675741,711
Depreciation
Balance at 1 April 2017116139378633
Depreciation expense1063643185
Balance at 31 March 2018222175421818
Net carrying amount548192153893
2017
Cost or valuation
Balance at 1 April 20162963433881,027
Additions5012710538
Disposals(29)(16) - (45)
Currency translation(1)--(1)
Balance at 31 March 20177673543981,519
Depreciation
Balance at 1 April 201648106260414
Depreciation expense6839118225
Disposals - (6)-(6)
Balance at 31 March 2017116139378633
Net carrying amount65121520886
9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
49
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
10 INTANGIBLES
Intangible assets acquired separately or in a business
combination are initially measured at cost. The cost of
an intangible asset acquired in a business combination
is its fair value as at the date of acquisition. Following
initial recognition, intangible assets are carried at cost
less any accumulated amortisation and any accumulated
impairment losses. Costs related to internally generated
intangible assets, excluding capitalised development costs,
are not capitalised and expenditure is recognised in profit
or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite
lives are amortised over the useful life and tested for
impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a
finite useful life is reviewed at least at each financial year
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for prospectively
by changing the amortisation period or method, as
appropriate, which is a change in accounting estimate. The
amortisation expense on intangible assets with finite lives
is recognised in profit or loss.
Intangible assets with indefinite useful lives are tested
for impairment annually either individually or at the
cash-generating unit level. Such intangibles are not
amortised. An intangible asset with an indefinite useful life
is reviewed each reporting period to determine whether
indefinite life assessment continues to be supportable.
If not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in an
accounting estimate and is thus accounted for on a
prospective basis.
Gains or losses arising from derecognition of an
intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the
asset and are recognised in profit or loss when the asset
is derecognised.
A summary of the policies applied to the group’s intangible
assets is as follows:
• Computer Software
(finite, amortised on a straight-line basis 40 - 60%).
• Capitalised software development costs
(finite, amortised on 5 years straight-line basis).
Research and development
Research costs are expensed as incurred. An intangible
asset arising from development expenditure on an
internal project is recognised only when the group can
demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or
sale, its intention to complete and its ability to use or
sell the asset. Also how the asset will generate future
economic benefits, the availability of resources to
complete the development and the ability to reliably
measure the expenditure attributable to the intangible
asset during its development. Following initial recognition
of the development expenditure, the cost model is
applied requiring the asset to be carried at cost less any
accumulated amortisation and impairment losses. Any
expenditure capitalised is amortised over the period of
expected benefit from the related project.
Intangible assets under development at balance date are
recorded as capital work in progress and are not subject
to amortisation.
Impairment of non-financial assets
Intangible assets that have an indefinite useful life or are
not yet completed are not subject to amortisation and
are tested annually for impairment or more frequently
if events or changes in circumstances indicate that they
might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
In undertaking an impairment review of non-financial
assets that have definite useful lives the following
assumptions were used in the impairment model;
• 5-year forecast period;
• Discount rate of 15%; and
• Discount factor applied using a mid-year convention.
An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its
recoverable amount. Recoverable amount is the higher of
an asset’s fair value less costs to sell, and value in use. For
the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately
identifiable cash inflows that are largely independent of
the cash inflows from other assets or groups of assets
(cash-generating units).
Non-financial assets, other than goodwill that suffered
impairment, are tested for possible reversal of the
impairment whenever events or changes in circumstances
indicate that the impairment may have reversed.
50
SERKO ANNUAL REPORT
Goodwill
Key employee
retention
Customer
contracts
Development
work in
progress
Computer
software
Total
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
2018
Cost
Balance at 1 April 2017220784432052,3763,322
Additions - - - 32855383
Transfer of cost - - - (484)484 -
Balance at 31 March 201822078443492,9153,705
Amortisation and impairment
Balance at 1 April 201722078443 - 9781,719
Amortisation - - - - 412412
Balance at 31 March 201822078443 - 1,3902,131
Net carrying amount - - - 491,5251,574
2017
Cost
Balance at 1 April 2016220784434071,3772,525
Additions - - - 780 - 780
Transfer of cost - - - (982)982 -
Currency translation - - - - 1717
Balance at 31 March 2017220784432052,3763,322
Amortisation and impairment
Balance at 1 April 201622058280 - 5281086
Amortisation-20163 - 450633
Balance at 31 March 201722078443 - 9781,719
Net carrying amount---2051,3981,603
10 INTANGIBLES (CONTINUED)
51
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
11 CASH AT BANK AND ON HAND
Cash and short-term deposits in the statement of financial position comprise cash at bank, and on hand, short-term highly
liquid investments with an original maturity of three months or less.
12 TRADE AND OTHER PAYABLES
Employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, long service leave and annual leave expected
to be settled within 12 months of the reporting date
are recognised in respect of employees’ services up to
the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled.
Liabilities for wages and salaries that are not expected to
be settled within 12 months are measured at the present
value of the estimated future cash outflows to be made by
the group in respect of services provided by employees up
to the reporting date.
Post-employment benefits
Contributions made on behalf of eligible employees
to defined contribution funds are recognised in the
period they are incurred. The defined contribution
funds receive fixed contributions from the group whose
legal or constructive obligation is limited to these
contributions only.
Trade and other payables
Trade payables and other payables are carried at
amortised cost and represent liabilities for goods and
services provided to the group prior to the end of the
financial year that are unpaid and arise when the group
becomes obliged to make future payments in respect of
the purchase of these goods and services.
20182017
$ (000)$ (000)
Cash at bank – New Zealand dollar balances4,5293,045
Cash at bank – foreign currency balances7031,407
5,2324,451
The carrying amounts of the group’s cash at bank and on hand are denominated in the following currencies:
New Zealand dollars4,5293,045
Australian dollars5321,340
US dollars17158
Indian rupees-8
5,2324,451
52
SERKO ANNUAL REPORT
13 GOVERNMENT GRANTS
Government grants are received for direct reimbursement of expenses to assist with research and development of software
solutions to improve service delivery and develop new enhancements to existing platforms.
There are no unfulfilled conditions or contingencies attached to these grants.
An interest-bearing loan to nuTravel Technology Solutions LLC of US$200,000 was assigned by Financial Equities Limited (FEL)
to Serko Limited in return for an interest-bearing loan repayable on receipt of the loan receivable (refer to note 7). FEL is a
company associated with directors Bob Shaw and Darrin Grafton (refer note 19). Subsequent to year end, the receivable was
reassigned back to FEL (refer to note 23).
The average credit period on trade payables is approximately 30 days.
14 INTEREST-BEARING LOANS AND BORROWINGS
12 TRADE AND OTHER PAYABLES (CONTINUED)
20182017
$ (000)$ (000)
Trade payables428532
Accrued expenses1,6401,442
Lease incentive223227
Annual leave accrual665634
GST payable2016
Total trade and other payables2,9762,851
Disclosed as:
Current2,7932,582
Non-current183269
2,9762,851
Notes20182017
$ (000)$ (000)
Current
Loan payable19301353
Leasehold fitout loan5046
351399
Non-current
Leasehold fitout loan204254
204254
53
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
15 EQUITY
Ordinary share capital is recognised at the fair value of the consideration received. Transaction costs relating to the listing
of new ordinary shares and the simultaneous sale and listing of existing shares are allocated to those transactions on a
proportional basis.
Transaction costs relating to the sale and listing of existing shares are not considered costs of an equity instrument as no equity
instrument is issued and, consequently, costs are recognised as an expense in the statement of comprehensive income when
incurred. Transaction costs relating to the issue of new share capital are recognised directly in equity as a reduction of the
share proceeds received.
In the current year the group issued no shares (2017: 2,000,000) under the Restricted Share Plan (RSP). In respect of the RSP
230,050 restricted shares (2017: 710,313) had been allocated to key management personnel and 116,107 (2017: 228,519)
allocated to other Serko employees. Unallocated shares are 1,592,299 (2017: 1,819,732) (refer to note 17).
2018201720182017
Number of
shares
Number of
shares
$ (000)$ (000) (000)(000)
Ordinary shares
Share capital at beginning of year25,18525,18574,89472,894
Issue of new shares to employees via Restricted Share Plan - - - 2,000
Share capital at 31 March25,18525,18574,89474,894
20182017
$ (000)$ (000)
Share-based payment reserve
Balance at beginning of year1,021888
Shares allocated to employees via Restricted Share Plan252372
Shares forfeited from employees via Restricted Share Plan(23)(239)
Share options to non-executive directors (refer note 17)59-
Share-based payment reserve at 31 March1,3091,021
54
SERKO ANNUAL REPORT
16 EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the loss for the year, attributable to ordinary equity holders of the parent, by the
weighted average number of ordinary shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year, plus the weighted average number of shares that would be
issued on conversion of all of the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and
the date of authorisation of these financial statements.
20182017
$ (000)$ (000)
Loss attributable to ordinary equity holders of the parent
Continuing operations1,832(3,450)
1,832(3,450)
20182017
NumberNumber
Basic earnings per share
Issued ordinary shares (refer note 15)74,89474,894
Adjusted for employee restricted share plan shares(2,991) -
Weighted average of issued ordinary shares71,90373,074
Basic earnings per share (dollars)0.03(0.05)
Diluted earnings per share
Weighted average of issued ordinary shares74,89473,074
Weighted average of issued ordinary shares for diluted earnings per share74,89473,074
Diluted earnings per share (dollars)0.02(0.05)
20182017
CentsCents
Net tangible assets per security9.046.24
55
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
17 SHARE-BASED PAYMENTS
Employees of the group receive remuneration at the
Board’s discretion in the form of share-based payment
transactions, where services are provided as consideration
for the receipt of equity instruments.
The cost of share-based payment transactions are
recognised, together with a corresponding increase in
equity, over the period in which the service conditions are
fulfilled. The cumulative expense recognised for share-
based transactions at each reporting date, until the vesting
date, reflects the extent to which the vesting period has
expired and the group’s best estimate of the number
of equity instruments that will ultimately vest. The
expense or credit for a period represents the movement in
cumulative expenses recognised at the beginning and end
of that period.
No expense is recognised for awards that do not
ultimately vest except where vesting is conditional upon a
market condition.
Employee Restricted Share Plan
The Serko Limited Employee Restricted Share Plan (RSP)
was introduced for selected executives and employees
of the group. Under the RSP, ordinary shares in Serko
Limited are issued to a trustee, Serko Trustee Limited, a
wholly-owned subsidiary, and allocated to participants, on
grant date, using funds lent to them by the company.
The price for each share issued during the year under
the RSP is the higher of the market price of the share
on the date on which the shares are allocated or the
invitation price.
Under the RSP, shares are beneficially owned by the
participants. The length of retention period before
the shares vest is between one and three years. If the
individual is still employed by the group at the end of this
specific period, the employee is awarded a cash bonus
that must be used to repay the loan and shares are then
transferred to the employee. The number of shares
awarded is determined by the Board. The weighted
average grant date fair value of restricted shares
issued during the year was $0.49 (2017: $0.46) and
was determined by the volume weighted average price
(VWAP) of shares traded in the previous 20 trading days
preceding the date of grant. The group has no legal or
constructive obligation to repurchase the shares or settle
the RSP for cash.
20182017
Number of sharesNumber of shares
Unvested shares at beginning of year1,359,2261,275,502
Granted356,066938,832
Forfeited(128,633)(264,135)
Vested(187,952)(590,973)
Unvested shares at 31 March – allocated to employees1,398,7071,359,226
Plus
Unallocated shares – held by trustee1,592,2991,819,732
Total shares in Restricted Share Plan2,991,0063,178,958
Percentage of total ordinary shares4.0%4.2%
Ageing of unvested shares
Vest within one year183,810184,084
Vest within two to five years1,214,8971,175,142
Unallocated shares 1,592,2991,819,732
Total2,991,0063,178,958
56
SERKO ANNUAL REPORT
Share options
The group’s non-executive directors were granted share options, settled by way of a non-recourse loan. The non-recourse loan
is due for repayment 30 June 2020, following an extension to the previous loan due 30 June 2017.
The following table lists the inputs to the model used for the share options for the year ended 31 March 2018:
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
17 SHARE-BASED PAYMENTS (CONTINUED)
18 LEASE COMMITMENTS
The determination of whether an arrangement is,
or contains, a lease is based on the substance of the
arrangement and requires an assessment of whether the
fulfillment of the arrangement is dependent on the use of
a specific asset or assets and the arrangement conveys a
right to use the asset.
A distinction is made between finance leases, which
effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to
ownership, and operating leases under which the lessor
effectively retains substantially all such risks and benefits.
a) Operating leases
Operating lease payments are recognised as an expense in
profit or loss on a straight-line basis over the lease term.
Operating lease incentives are recognised as a liability
when received and subsequently reduced by allocating
lease payments between rental expense and reduction of
the liability (refer note 12).
20182017
$ (000)$ (000)
Operating lease commitments
No later than one year562514
Later than one year and not later than five years1,3651,755
Later than five years - 193
1,9272,462
20182017
Dividend yield (%)0.00n /a
Expected volatility (%)60.00n /a
Risk-free interest rate (%)3.00n /a
Expected life of share options (years)3n /a
Weighted average share price ($)1.10n /a
Model usedBlack Scholesn /a
57
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
19 RELATED PARTIES
a) Subsidiaries
The consolidated financial statements include the financial statements of Serko Limited and subsidiaries as listed in the
following table:
Serko Australia Pty Limited’s principal business is the marketing and support of travel booking software solutions supplied by
Serko Limited.
Serko Trustee Limited was incorporated on 4 June 2014 to hold the shares issued to key management and staff in the
Restricted Share Plan and Salary Sacrifice Scheme in trust until vesting.
Serko India Private Limited was incorporated on 18 February 2015 as a subsidiary for the India-based operations.
Serko Investments Limited was incorporated on 5 November 2014 as a holding company. It holds 1% of the shares in Serko
India Private Limited.
Foshan Sige Information Technology Limited was incorporated on 7 August 2017 as a subsidiary for the China-based operations.
Serko Inc was incorporated on 30 October 2017 as a subsidiary for the US-based operations.
% Equity interestInvestment $(000)
NameBalance date2018201720182017
Serko Australia Pty Limited31 March100%100%11
Serko Trustee Limited31 March100%100%--
Serko India Private Limited31 March99%99%22
Serko Investments Limited31 March100%100%--
Foshan Sige Information Technology Limited31 March100% - --
Serko Inc31 March100% - --
33
58
SERKO ANNUAL REPORT
Non-executive directors provide services to Serko in their capacity as non-executive directors and have service agreements
with specified amounts of fees payable per annum. The non-executive directors also hold share options with related non-
recourse loan (refer note 17).
Financial Equities Limited (FEL) is a company associated with directors Bob Shaw and Darrin Grafton. Subsequent to year end, the
receivable from nuTravel (refer note 7) was assigned back to FEL and the loan payable (note 14) fully extinguished (refer note 23).
c) Key management remuneration
b) Transactions with related parties
The following table provides the total amount of transactions that have been entered into with related parties, excluding key
management and executive director remuneration.
d) Terms and conditions of transactions with related parties.
Outstanding balances at year end are unsecured and settlement occurs in cash.
For the year ended 31 March 2018, the group has not made any allowance for impairment loss relating to amounts owed by
related parties (2017: $nil). An impairment assessment is undertaken each financial year by examining the financial position
of the related party and the market in which the related party operates to determine whether there is objective evidence
that a related party receivable is impaired. When such objective evidence exists, the group recognises an allowance for the
impairment loss.
(*) Key management personnel includes the executive directors in their capacity as Chief Executive Officer and Chief Strategy Officer, the executive management
team and their direct reports.
Notes
Purchases from
related parties
Interest to
related parties
Amounts owed
to related
parties
Amounts owed
by related
parties
$ (000)$ (000)$ (000)$ (000)
Other related parties
Financial Equities Limited142018 - 21301 -
2017 - 20353 -
Simon Botherway – Chairman201880 - - -
201770 - - -
Claudia Batten – Non-executive Director201874 - - -
201760 - - -
Clyde McConaghy – Non-executive Director201874 - - -
201760 - - -
Total201822821301 -
201719020353 -
20182017
$ (000)$ (000)
Short-term benefits employees (*)3,2942,974
Share-based payments16292
Post-employment benefits7294
Total compensation3,5283,160
19 RELATED PARTIES (CONTINUED)
59
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
20 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
20182017
$ (000)$ (000)
Net profit/(loss) after tax1,832(3,450)
Add non-cash items
Amortisation412633
Depreciation185225
Loss on property, plant and equipment disposal - 36
Increase/(decrease) in deferred tax(42)(170)
Loss/(gain) on foreign exchange transactions(556)175
Share-based compensation288133
2,119(2,418)
Add/(less) movements in working capital items
(Increase)/decrease in receivables excluding loans(764)820
Increase/(decrease) in trade and other payables123158
Increase/(decrease) in income tax(62)(155)
(703)823
Net cash flow from operating activities1,416(1,595)
60
SERKO ANNUAL REPORT
21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The group’s principal financial instruments comprise cash at bank, bank overdrafts, receivables, payables and loans.
The group manages its exposure to key financial risks, including currency risk, in accordance with the group’s financial risk
management policy. The objective of the policy is to support the delivery of the group’s financial targets whilst protecting
future financial security.
Group capital consists of share capital and retained earnings. To maintain or adjust the capital structure, the group may adjust
amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or amend capital spending plans
The main risks arising from the group’s financial instruments are foreign currency, interest, credit and liquidity risk. The
group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring
levels of exposure to foreign exchange risk, and assessments of market forecasts for foreign exchange. Ageing analyses
and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the
development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
a) Risk exposures and responses
i) Interest rate risk
The group has exposure to interest rate risk to the extent it borrows funds at fixed and floating interest rates. The risk
specifically relates to the variability of interest rates and the impact this will have on the group’s financial results. The group
manages its cost of borrowing by placing limits on the proportion of borrowings at floating rate and the proportion of fixed
rate borrowing repriced in any year.
At balance date this year and prior year, the group did not have any financial liabilities exposed to variable interest rate risk.
ii) Liquidity and interest rate risk
Liquidity risk represents the group’s ability to meet its financial obligations on time. In terms of managing its liquidity risk, the
group generates sufficient cash flows from its operating activities and holds sufficient cash reserves to meet its obligations
arising from its financial liabilities and has credit lines in place to cover potential shortfalls.
The following table sets out the contractual cash flows for all non-derivative financial liabilities settled on a gross cash flow basis.
Weighted
average effective
interest rate %
Contractual
cash flows
6 months
or less
6-12 months1-2 years2-5 years
More than
5 years
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
2018
Accounts payable0%2,7542,754 - - - -
Related party loans6%301301 - - - -
Leasehold fitout8%302343468166 -
3,3573,0893468166 -
2017
Accounts payable0%2,6242,624 - - - -
Related party loans6%353353 - - - -
Leasehold fitout8%300232320234 -
3,2773,0002320234 -
61
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
b) Currency risk
The group has exposure to foreign exchange risk as a result of transactions denominated in foreign companies. The risk
specifically relates to the variability of foreign exchange rates for the currencies the group trades in and the impact this has
on the group’s financial results. The majority of the group’s trading activities occur in New Zealand dollars, however, sales to
overseas customers are transacted in United States and Australian dollars.
Refer to notes 7 and 11 for further details on the group’s foreign currency denominated accounts receivable and cash balances.
The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 15% (2016:
+/- 15%) has been selected owing to exchange rate volatility observed.
c) Credit risk
Credit risk arises from the financial assets of the group, which comprise cash and cash equivalents, and receivables. The
group’s exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal to the
carrying amount of these instruments. Exposure at balance date is addressed in each applicable note.
The group does not hold any credit derivatives to offset its credit exposure.
Receivable balances are monitored on an ongoing basis with the result that the group’s exposure to bad debts is not significant.
At reporting date 100% (2017: 100%) of the group’s cash and cash equivalents were with one bank. The group has no other
concentrations of credit risk.
Foreign currency risk
-15%+15%
Carrying amountPost-tax profitEquityPost-tax profitEquity
$ (000)$ (000)$ (000)$ (000)$ (000)
2018
Foreign exchange balances
Cash at bank7038989(66)(66)
Trade receivables1,913243243(180)(180)
Trade payables(110)(14)(14)1010
Net exposure2,506318318(236)(236)
2017
Foreign exchange balances
Cash at bank1,398179179(132)(132)
Trade receivables1,310223223(165)(165)
Trade payables(176)(16)(16)1212
Net exposure2,532386386(285)(285)
62
SERKO ANNUAL REPORT
d) Fair value
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated
financial statements approximate their fair value.
e) Derivative offsetting
The group does not have financial assets or liabilities subject to an enforceable master netting agreement, hence has not
offset or net financial assets or financial liabilities.
22 SEGMENT INFORMATION
The Board and senior management team monitors the results of the group’s operations as a whole for making decisions
about resource allocation and performance assessment and therefore the Board has determined the group is a single
reportable segment.
Serko derives operating revenue from Serko Online, Serko Zeno, Serko Mobile and Serko Expense technology platforms. Serko
product and geographical revenue presented in note 4.
As required under IFRS 8, Serko is required to report on major customers making up more than 10% of the revenue for the
year. Under this disclosure Serko advises that two customers had revenue more than 10% of the revenue for the group. These
customers accounted for $9,219,226 of the revenue for the year ended 31 March 2018 (2017: $7,709,305).
23 EVENTS AFTER BALANCE SHEET DATE
On 8 May 2018 the receivable from nuTravel (refer note 7) was reassigned to Financial Equities Limited (FEL) (a related party
refer note 19) and the loan payable to FEL (refer note 14) was fully extinguished (2017: nil events).
In addition to its current listing on the NZX, Serko intends to list on the Australian Securities Exchange (ASX) on 25 June 2018,
subject to ASX approval.
24 CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2017: $nil).
21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
63
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
INDEPENDENT AUDITOR’S REPORT
OPINION
We have audited the consolidated financial statements of
Serko Limited (‘the company’) and its subsidiaries (the ‘Group’),
which comprise the statement of financial position as at 31
March 2018, and the statement of comprehensive income,
statement of changes in equity and statement of cash flows
for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial
statements, on pages 30 to 62, present fairly, in all material
respects, the consolidated financial position of the Group as
at 31 March 2018, and its consolidated financial performance
and cash flows for the year then ended in accordance with
New Zealand Equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and International Financial Reporting
Standards (‘IFRS’).
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (‘ISAs’) and International Standards
on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial
Statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised) Code of Ethics
for Assurance Practitioners issued by the New Zealand
Auditing and Assurance Standards Board and the International
Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor, we have no relationship
with or interests in the Company or any of its subsidiaries,
except that partners and employees of our firm deal with the
Company and its subsidiaries on normal terms within the
ordinary course of trading activities of the business of the
Company and its subsidiaries.
To the Shareholders of Serko Limited
AUDIT MATERIALITY
We consider materiality primarily in terms of the magnitude
of misstatement in the financial statements of the Group that
in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced (the ‘quantitative’ materiality). In
addition, we also assess whether other matters that come to
our attention during the audit would in our judgement change
or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of
our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements
as a whole to be $195,000.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.
64
SERKO ANNUAL REPORT
Key audit matterHow our audit addressed the key audit matter
Revenue recognition
The Group has reported revenue of $18.3 million, as set out in
note 4 ‘Revenue and other income’.
Revenue is based on multiple customer contracts that contain
different pricing schedules and varying revenue recognition
triggers. Complexity exists because of the specific nature of each
customer contract, which can include transactional and usage fees,
establishment and installation fees, and chargeable work orders.
Management judgment is required to estimate revenue
recognition where cash flows do not align to contract performance
obligations, in particular when minimum transaction volume
commitments have period end dates that do not align to the
financial year end.
We have included revenue recognition as a key audit matter due
to the significance of revenue to the financial statements and the
specific nature of individual customer contracts.
We performed walkthroughs of the major
revenue processes and evaluated the design and
implementation of key controls.
We tested a sample of transactions by agreeing
invoices to signed customer contracts in order to
validate pricing inputs and assess whether revenue
has been recorded in the correct period.
We used data analytic tools to:
• identify revenue transactions that appear unusual
and agree that prices have been correctly allocated
to customer invoices
• agree travel booking transactions recorded in IT
systems to the financial ledger
• test samples of manual journal entries recorded
outside of normal business processes by profiling
for revenue impacting journals.
We assessed key judgements adopted by the Group in
recognising revenue including the timing and disclosure
of revenue net of credit notes, rebates and discounts.
We have challenged management’s revenue
recognition based on the likelihood of customers
not achieving contractual minimum volume
commitments spanning the financial year end.
Accounting for development expenditure
The Group capitalised $328,000 in relation to software
development, as set out in note 10 ‘Intangibles’.
As a Software as a Service (“SaaS”) provider, the Group incurs
significant expenditure in developing new software products to
meet the strategic objectives of the business.
Judgement is required to determine if the recognition criteria
within NZ IAS 38 Intangible Assets have been met, which include
technical feasibility, the likelihood of generating future economic
benefits and sufficient funding for completion.
NZ IAS 36 also requires the Group to assess whether any
indicators of impairment exist as at balance date.
We have included accounting for development expenditure as
a key audit matter due to the level of judgement required for
management to determine whether:
• internal staff time or external developer costs incurred meet
the criteria to be capitalised; and
• information exists as at year end that would indicate the need
to impair an intangible asset.
For each product, we have understood the nature of
expenditure, the stage of product development, and
how the Group distinguishes expenditure between
research, development and maintenance costs.
We performed audit procedures over development
costs capitalised as computer software, by testing a
sample of additions and evaluating if the recognition
criteria under NZ IAS 38 have been met.
We assessed key judgements adopted to determine
whether indicators for impairment exist. In
particular we considered existing software for
technical obsolescence, by ensuring appropriate
revenues exist for those products and corroborating
with management whether features or product
enhancements previously capitalised are still in use.
65
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
OTHER INFORMATION
The directors are responsible on behalf of the Group for
the other information. The other information comprises
the information in the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and
consider whether it is materially inconsistent with the
consolidated financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.
If so, we are required to report that fact. We have nothing to
report in this regard.
DIRECTORS’ RESPONSIBILITIES FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible on behalf of the Group for the
preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for such
internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the
directors are responsible on behalf of the Group for assessing
the Group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with
ISAs and ISAs (NZ) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the
consolidated financial statements is located on the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
RESTRICTION ON USE
This report is made solely to the Company’s shareholders, as a
body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to
state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company’s
shareholders as a body, for our audit work, for this report, or
for the opinions we have formed.
Bryce Henderson, Partner for Deloitte Limited
Auckland, New Zealand
23 May 2018
66
SERKO ANNUAL REPORT
CORPORATE GOVERNANCE & DISCLOSURES
For the year ended 31 March 2018
INTRODUCTION
The Board and management of Serko Limited (Serko or
the company) are very committed to ensuring that Serko
maintains corporate governance practices that are in line
with or, where possible, exceed best practice and that Serko
adheres to the highest ethical standards.
The Board has had regard to the NZX Listing Rules and a
number of corporate governance recommendations when
establishing its governance framework, including the revised
NZX Corporate Governance Code 2017 (NZX Code) and
the Third Edition of the Australian Securities Exchange
(ASX) Corporate Governance Council Principles and
Recommendations.
The NZX Listing Rules require Serko to formally report
its compliance against the recommendations contained
in the NZX Code. How Serko has implemented these
recommendations is set out in Serko’s Corporate Governance
Statement, which is included in its ESG Report and can be
found on the investor centre of the company’s website. Go
to: www.serko.com/investor-centre/. The Board considers
that Serko’s corporate governance structures, practices and
processes have followed all of the recommendations in the
NZX Code during the financial year ended 31 March 2018.
Serko’s Corporate Governance Statement and governance
charters and policies can be found on the investor centre
of the company’s website. Go to: www.serko.com/investor-
centre/. Serko’s corporate governance charters and policies
have been approved by the Board and are regularly reviewed
by the Board and amended (as appropriate) to reflect
developments in corporate governance practices.
STOCK EXCHANGE LISTINGS
Serko is listed on the New Zealand Stock Exchange (NZX
Main Board) and intends to list on the Australian Securities
Exchange (ASX) as an ASX Foreign Exempt Listing, subject to
ASX approval. As an ASX Foreign Exempt Listing, Serko will
need to comply with the NZX Listing Rules (other than as
waived by NZX) but does not need to comply with the vast
majority of the ASX Listing Rule obligations.
Serko is incorporated in New Zealand.
OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE
The Serko Board has been appointed by shareholders to
protect and enhance the long-term value of Serko and to act
in the best interests of Serko and its shareholders. The Board
is the ultimate decision-making body of the company and is
responsible for the corporate governance of the company. The
role and responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of the
company’s website.
The Board currently comprises an independent non-
executive Chair, two independent non-executive directors
and two executive directors, as detailed on page 14 of this
Annual Report.
The Board has established two standing Board Committees to
assist in the execution of the Board’s responsibilities:
• Audit and Risk Committee – The current members
of the Committee are Clyde McConaghy (Chair),
Simon Botherway and Claudia Batten. All members
are independent, non-executive directors. Their
qualifications and experience is set out under Board of
Directors in this Annual Report.
• Remuneration and Nominations Committee – The
current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. All
members are independent, non-executive directors.
Their qualifications and experience is set out under
Board of Directors in this Annual Report.
DIRECTOR REMUNERATION
Serko’s shareholders have approved a total cap of $350,000
per annum for non-executive directors’ fees, for the purposes
of the NZX Listing Rules. This annual fee pool has not been
increased since it was approved by shareholders in 2014.
Serko currently pays directors’ fees that, in aggregate, amount
to approximately $250,000 per annum, subject to exchange
rate fluctuations. More information about remuneration
payable to directors is set out in Serko’s Corporate
Governance Statement, which is located on the investor
centre of the company’s website.
67
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
The Board has agreed that the following fixed annual fees will apply to all non-executive directors for the year ending 31 March 2019:
Non-executive directors received the following directors’ fees, remuneration and other benefits from the company in the year
ended 31 March 2018:
Remuneration and value of other benefits received
1
Name of Director
Non-Executive
Directors’ Board fees
2
Audit & Risk
Committee fees
Remuneration
& Nominations
Committee fees
Shares and other
payments or benefits
3
Total remuneration
Simon Botherway
$80,000
(Chair)
---$80,000
Clyde McConaghy$63,626
$10,604
(Chair)
--$74,230
Claudia Batten$63,626-
$10,604
(Chair)
-$74,230
TOTAL$207,252$10,604$10,604-$228,460
PositionFees per annum
Board of DirectorsChairNZD$90,000
Non-executive directorsAUD$65,000
Audit & Risk CommitteeCommittee ChairAUD$10,000
Committee Member-
Remuneration & Nominations CommitteeCommittee ChairAUD$10,000
Committee Member-
1 The figures shown are gross amounts, which have been converted into NZD and exclude GST (where applicable). Increases in Chair and non-executive Directors fees
were effective from 1 October 2017, while Committee Chair fees were introduced effective 1 April 2017.
2 Board fees includes the amount of base fees payable to Mr Botherway and Ms Batten, which are used to acquire shares in the company under the non-executive
Director Fixed Trading Plan (refer to the Corporate Governance Statement on the investor centre of Serko’s website for more information on the Plan).
3 In addition to directors fees, Serko meets costs incurred by non-executive directors that are incidental to the performance of their duties. This includes paying the
costs of directors’ travel. As these costs are incurred by Serko to enable directors to perform their duties, no value is attributable to them as benefits to directors for
the purposes of the above table.
68
SERKO ANNUAL REPORT
The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their respective executive roles
as Chief Executive Officer and Chief Strategy Officer and, accordingly, do not receive directors fees.
The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each
executive director of Serko during, and in respect of, the financial period ended 31 March 2018:
Base salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal remuneration
STILT I
5
Subtotal
Darrin Grafton$282,266$30,000$312,266$85,000
3
$41,900 in the
form of 54,460
restricted shares
$126,900$439,166
Bob Shaw$256,694$30,000$286,694$50,000
4
$20,950 in the
form of 25,103
restricted shares
$70,950$357,644
1 Base salary includes employer contributions towards KiwiSaver at 3%.
2 Taxable benefits include a car allowance, carpark and medical insurance.
3 The short-term incentive stated was earned in FY18 and will be paid in FY19. Darrin Grafton’s potential short-term incentive payment for FY18 was $120,000. During
the financial period Darrin Grafton also received a short-term incentive of $21,000, which was earned in FY17 and paid in FY18.
4 The short-term incentive stated was earned in FY18 and will be paid in FY19. During the financial period Bob Shaw also received a short-term incentive of $10,500,
which was earned in FY17 and paid in FY18.
5 The FY18 long-term incentive was granted in July 2017, following partial achievement of pre-grant performance targets based on FY17 performance. The restricted
shares will vest three years after the allocation date. The value stated is the gross amount earned.
69
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Remuneration range (NZD)
Total number of
employees
$100,000 - $110,0004
$110,001 - $120,0007
$120,001 - $130,0003
$130,001 - $140,0006
$140,001 - $150,0007
$150,001 - $160,0001
$160,001 - $170,0002
$170,001 - $180,0003
$180,001- $190,0002
$190,001 - $200,0002
$210,001 - $220,0001
$220,001 - $230,0001
$240,001 - $250,0001
$310,001 - $320,0002
$320,001 - $330,0001
$360,001 - $370,0001
Total number of employees and
former employees
44
Female
20182017
no.%no.%
Directors120%120%
Officers
1
120%114%
Senior employees
2
433%747%
Remaining workforce3539%4044%
Male
20182017
no.%no.%
Directors480%480%
Officers
1
480%686%
Senior employees
2
867%853%
Remaining workforce5461%4756%
1 Officers are considered to be the Chief Executive Officer and his direct
reports (the Executive Team). Note that Chief Executive Officer, Darrin
Grafton and Chief of Strategy, Bob Shaw, are included in both the number of
directors and Officers reported.
2 Direct reports to the Executive Team with managerial responsibilities.
EMPLOYEE REMUNERATION
The table below shows the number of employees and former
employees of Serko and its subsidiaries, not being directors
of Serko, who, in their capacity as employees, received
remuneration and other benefits during the period ended 31
March 2018 totalling at least NZ$100,000.
The remuneration of those employees paid outside of New
Zealand has been converted into New Zealand dollars. No
employee appointed as a director of a subsidiary company of
Serko receives any remuneration or other benefits for acting
in that capacity.
The table above includes base salaries, short-term incentives
and vested or exercised long-term incentives. The table does
not include long-term incentives that have been granted
and have not yet vested. Where the individual is a KiwiSaver
member, contributions of 3% of gross earnings towards that
individual’s KiwiSaver scheme are included in the above table.
Where the individual works in Australia, contributions of 9.5%
of gross earnings towards Australian Superannuation are
included in the table above.
DIVERSITY
The respective numbers and proportions of men and women at
various levels within the Serko workforce as at 31 March 2017
and 31 March 2018 are set out in the table below:
The Board’s assessment of Serko’s performance against its
Diversity and Inclusion Policy is set out in latest ESG report,
which can be found on the investor centre of the
company’s website.
70
SERKO ANNUAL REPORT
BOARD AND COMMITTEE ATTENDANCE
The table below shows the Board and Committee meeting attendance during the year ended 31 March 2018:
DIRECTOR INDEPENDENCE
The Board currently comprises five directors – being the two co-founders and executive directors, Darrin Grafton and Bob Shaw;
and three non-executive directors – Claudia Batten, Simon Botherway and Clyde McConaghy.
The Board has determined, based on information provided by directors regarding their interests, that as at 31 March 2018 and
the date of this Annual Report, Simon Botherway, Claudia Batten and Clyde McConaghy are independent directors. The Board
has also determined that Darrin Grafton and Bob Shaw are not independent directors owing to also being executives and major
shareholders in Serko.
DIRECTOR INTEREST DISCLOSURES
Directors have given notices disclosing interests pursuant to section 140(1) of the Companies Act 1993. Those interests (and
any changes to interests) notified and recorded in Serko’s Interests Register during the financial year ended 31 March 2018 are
set out below:
Director attendanceBoard
Audit & Risk
Committee
Remuneration
& Nominations
Committee
Darrin Grafton12/12**
Bob Shaw12/12**
Simon Botherway12/125/54/4
Clyde McConaghy12/125/54/4
Claudia Batten12/125/54/4
Date of disclosureDirectorEntity
20-Jun-17
Simon Botherway
Claudia Batten
Clyde McConaghy
Gave notice that they were interested in a Deed of Amendment to be entered
into between each interested director and the company extending the term
of the Director Share Loan between the director and the company (originally
approved by shareholders at the time of the IPO) for a further three-year term.
22-Nov-17
Darrin Grafton
Bob Shaw
Gave notice to the Board that Financial Equities Limited, in which they are
shareholders and directors, is interested in a Deed of Assignment to be entered
into between Serko Limited and Financial Equities Limited in respect of a loan to
nuTravel Technology Solutions.
* Indicates the director is not a member of the Committee (although they were in attendance for these meetings).
71
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Directors have given general notices disclosing interests pursuant to section 140(2) of the Companies Act 1993. All of those
interests, and any changes to interests notified and recorded in Serko’s Interests Register during the financial year ended 31 March
2018, are set out below:
DirectorEntityRelationship
Claudia Batten
Broadli Inc
New Zealand Trade & Enterprises
1
Serko Inc
2
Westpac New Zealand Limited
Director
Regional Director
Appointed Director
Board Adviser
Simon Botherway
Arrow Trust
Callaghan Innovation Board
EBT Capital Limited
Fidelity Life Insurance
Landcorp Board
MSH Trustee (Arrow Limited)
Trustee
Board Member
Ceased to be Director
Director
Ceased to be Board Adviser
Trustee
Darrin Grafton
Financial Equities Limited
Grafton-Howe No.2 Trust
Serko Australia Pty Limited
2
Serko Inc
2
Serko India Private Limited
2
Serko Investments Limited
2
Serko Note Limited
Travelog World for Windows Pty Limited
Director
Trustee
Director
Appointed Director
Director
Director
Director
Director
Clyde McConaghy
Chapman Eastway Pty Limited
Infomedia Limited
Optima Boards
Chairman (Advisory Board)
Director
Director
Bob Shaw
Financial Equities Limited
Ripon Trust
Serko Australia Pty Limited
2
Serko India Private Limited
2
Serko Investments Limited
2
Serko Note Limited
Travelog World for Windows Pty Limited
Director
Trustee
Director
Director
Director
Director
Director
1 Claudia Batten ceased to hold this position from 30 April 2018.
2 Serko subsidiary as detailed on page 76.
72
SERKO ANNUAL REPORT
In accordance with Section 148(2) of the Companies Act 1993, directors disclosed the following acquisitions or disposals of
relevant interests in Serko ordinary shares during the financial year ended 31 March 2018:
Name
Date of
acquisition/
(disposal)
Number of shares
acquired/(disposed)
Nature of relevant interest
Consideration
paid/received
Claudia Batten5-Feb-18
5-Mar-18
2,181.63 ordinary shares
1
1,927.57 ordinary shares
1
Beneficial interest in ordinary shares held
in custody for Claudia Batten pursuant to
non-executive Director Fixed Trading Plan
Beneficial interest in ordinary shares held
in custody for Claudia Batten pursuant to
non-executive Director Fixed Trading Plan
$4,125.00
$4,125.00
Simon Botherway5-Feb-18
5-Mar-18
2,181.63 ordinary shares
1
1,927.57 ordinary shares
1
Beneficial interest in ordinary shares held in
custody for Simon Botherway pursuant to
non-executive Director Fixed Trading Plan
Beneficial interest in ordinary shares held in
custody for Simon Botherway pursuant to
non-executive Director Fixed Trading Plan
$4,125.00
$4,125.00
Darrin Grafton6-Jul-17
6-Jul-17
24-Nov-17
54,460 restricted shares
2
3,469 restricted shares
3
(320,000) ordinary shares
4
Beneficial interest in ordinary shares with
restrictive conditions allocated pursuant
to the Serko Limited Employee Restricted
Share Plan, held in trust until vesting.
Indirect interest in restricted shares
allocated pursuant to the Serko Limited
Employee Restricted Share Plan to Ms
Bailey, by virtue of a personal relationship
with Ms Bailey.
Indirect interest in the shares being disposed
of by virtue of a personal relationship with
the registered holder, Ms Bailey.
$41,900.00
5
$2,699.03
5
$464,000.00
Bob Shaw6-Jul-1725,103 restricted shares
2
Beneficial interest in Ordinary Shares with
restrictive conditions allocated pursuant
to the Serko Limited Employee Restricted
Share Plan, held in trust until vesting.
$20,950.00
5
1 Shares are acquired automatically, on a monthly basis, by an independent broker pursuant to the non-Executive Director Fixed Trading Plan. For more details refer to
Serko’s Corporate Governance Statement on the investor centre of Serko’s website. These shares may not be disposed of while the holder remains a director of Serko
and, in any event, for three years from the commencement of the Plan.
2 These shares are subject to a deed restricting exercise of voting rights attached to the shares.
3 By virtue of Darrin Grafton’s personal relationship, he is implied to have the power to exercise, or to control the exercise of, a right to vote attached to these shares
by virtue of a personal relationship with the beneficial holder of these shares. These shares are subject to a deed restricting exercise of voting rights attached to the
shares.
4 These shares were disposed of by Ms Bailey. By virtue of Darrin Grafton’s personal relationship with Ms Bailey, he is implied to have the power to dispose of or to
control the disposal of shares held by Ms Bailey. Darrin Grafton did not dispose of any of his direct interest in Serko shares.
5 Paid in the form of services to Serko.
73
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
In accordance with the NZX Listing Rules, as at 31 March 2018, directors had a relevant interest (as defined in the Financial
Markets Conduct Act 2013) in Serko ordinary shares as follows:
For the purposes of section 161 of the Companies Act 1993, the following entries were made in the Interests Register in relation to
the payment of remuneration and other benefits to directors:
For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register in relation to insurance
effected for directors and officers of Serko, in relation to any act or omission in their capacity as directors.
There were no entries made in the subsidiary company Interests Registers during the financial reporting period.
NameRelevant interestPercentage
Darrin Grafton
1
13,988,491 18.678%
Bob Shaw
2
12,918,50517.249%
Simon Botherway
3
2,323,109.203.102%
Claudia Batten
4
185,927.200.248%
Clyde McConaghy
5
181,8180.243%
DateDirectorParticulars of Board authorisation
20-Jun-17
Bob Shaw
Darrin Grafton
The payment of remuneration and the provision of other benefits by the company
and the making of the loan by the company under the Restricted Share Plan on
the terms set out in the resolution dated 20 June 2017 and in accordance with
the terms of the Serko Employee Restricted Share Plan documentation.
20-Jun-17
Simon Botherway
Claudia Batten
Clyde McConaghy
The extension of loans for a further three-year period to 30 June 2020 (originally
authorised on 30 April 2014) by the company to each of the non-executive
directors on the terms set out in the relevant Deed of Amendment and Original
Loan Agreement.
20-Sep-17
Simon Botherway
Claudia Batten
Clyde McConaghy
The payment of increased directors fees and the provision of other benefits
by the company to the non-executive directors on the terms detailed in the
Board minutes dated 20 September 2017 and, on the grounds, set out in the
corresponding directors’ certificate.
24-Nov-17
Simon Botherway
Claudia Batten
Clyde McConaghy
Entry into a Fixed Trading Plan for non-executive Directors
1 12,667,629 shares are held via a trust in which the director is a trustee and beneficiary. This includes an indirect interest in (and by virtue of the indirect interest
is considered to have the power to exercise, or to control the exercise of, a right to vote attached to) 1,217,594 shares and 9,296 restricted shares by virtue of a
personal relationship with the legal and beneficial holder of these shares. This includes beneficial interest in 93,972 restricted shares allocated pursuant to the Serko
Employee Restricted Share Plan and held on trust until vesting.
2 12,884,296 shares are held via a trust in which the director is a trustee and beneficiary. This includes beneficial interest in 34,209 restricted shares allocated
pursuant to the Serko Employee Restricted Share Plan and held on trust until vesting.
3 2,034,091 shares are held via a trust in which the director is a trustee and beneficiary. 284,909 shares are held directly. 4,109.20 shares are held in custody pursuant
to the Serko non-Executive Director Fixed Trading Plan.
4 4,109.20 shares are held in custody pursuant to the Serko non-Executive Director Fixed Trading Plan.
5 Held via a trust in which the director is a trustee and beneficiary.
74
SERKO ANNUAL REPORT
SHAREHOLDING INFORMATION
As at 30 April 2018 there were 74,894,342 Serko ordinary shares on issue, each conferring on the registered holder the right to
vote on any resolution at a meeting of shareholders, held as follows:
As at 30 April 2018 there were five shareholders holding between 1 and 100 ordinary shares (a minimum holding under the NZX
Listing Rules) in respect of 326 shares.
Size of shareholdingNumber of holders
1
%
Number of
ordinary shares
%
1 to 1,00018418.44 127,191 0.17
1,001 to 5,00041441.48 1,290,780 1.72
5,001 to 10,00015815.83 1,295,283 1.73
10,001 to 50,00016516.53 3,776,593 5.04
50,001 to 100,000303.01 2,199,773 2.94
100,001 and over474.71 66,204,722 88.40
TOTAL998100.00 74,894,342 100.00
1 Includes 2,991,006 ordinary shares with restrictive conditions held by Serko Trustee Limited on behalf of 37 beneficial holders pursuant to the Serko Restricted Share
Plan. Restricted shares have voting rights attached, which are exercised on behalf of a beneficial holder by the Trustee at the direction of the beneficial holder.
75
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
Set out below are details of the 20 largest shareholders of Serko as at 30 April 2018:
Shareholder
1
Number of ordinary shares held%
1Robert James Shaw & Geoffrey Robertson Ashley Hosking 12,884,296 17.20
2Darrin Grafton & Geoffrey Robertson Ashley Hosking 12,667,629 16.91
3National Nominees New Zealand Limited 9,045,214 12.08
4Serko Trustee Limited 2,991,006 3.99
5Simon John Botherway & MSH Trustee (Arrow) Limited 2,034,091 2.72
6JPMORGAN Chase Bank 1,827,835 2.44
7Public Trust Forte Nominees Limited 1,807,793 2.41
8Accident Compensation Corporation 1,569,983 2.10
9Philip Rodger Ball 1,537,594 2.05
10TEA Custodians Limited 1,255,787 1.68
11Joanne Maree Phipps 1,240,972 1.66
12Donna Bailey 1,217,594 1.63
13Sherie Robyn Hammond 1,200,544 1.60
14Citibank Nominees (NZ) Ltd 1,031,167 1.38
15Michael John Thorburn 1,021,711 1.36
16Robert Alan Hawker & Elizabeth Anne Hawker 999,750 1.33
17HSBC Nominees (New Zealand) Limited 925,396 1.24
18Tracey Ann Shorter 823,041 1.10
19Timothy Mark Bluett 814,404 1.09
20Cogent Nominees Limited 669,280 0.89
1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the
applicable members.
76
SERKO ANNUAL REPORT
According to notices given to Serko under the Financial Markets Conduct Act 2013 (and Securities Markets Act 1978), the
following persons were substantial product holders as at 31 March 2018. As at the balance date (31 March 2018) there were
74,894,342 Serko ordinary shares on issue:
SUBSIDIARY COMPANY DIRECTORS
Directors of Serko’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments. The
remuneration and other benefits of any such directors who are employees of the group totalling $100,000 or more during the year
ended 31 March 2018 are included in the relevant bandings for remuneration disclosed on page 69 of this Annual Report.
The following persons held office as directors of subsidiary companies as at 31 March 2018:
SubsidiaryDirectors
1
Serko Australia Pty Limited (Australia)
Darrin Grafton
Bob Shaw
John Challis
Serko Investments Limited (New Zealand)
Darrin Grafton
Bob Shaw
Serko India Private Limited (India)
Darrin Grafton
Bob Shaw
Yogita Chadha
Serko Inc (US)²
Darrin Grafton
4
Claudia Batten
4
Serko Trustee Limited (New Zealand)
Susan Putt
Fiona Rockel
Foshan Sige Information Technology Limited (China)³Gerard Neilsen
4
Substantial product holder
Number of ordinary shares in
which relevant interest is held
% Of class held at date of last
notice
Geoffrey Hosking25,573,92535.084%
Darrin Grafton14,209,03319.493%
Bob Shaw and Sarah Shaw12,884,29617.675%
Milford Asset Management Limited6,095,8178.380%
Harbour Asset Management4,611,3566.157%
1 No subsidiary directors retired during the financial year.
2 Serko Inc was incorporated on 30 October 2017.
3 Foshan Sige Information Technology Limited was incorporated on 7 August 2017. Serko also has a representative office in China.
4 Appointed during the financial year.
77
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
REGULATORY MATTERS
On 22 July 2015, NZX regulation granted Serko a waiver from NZX Listing Rule 7.6.4(b)(iii) to the extent required to allow Serko
to provide financial assistance to executive directors, and an associated person of one of the executive directors, to enable them to
participate in Serko’s Restricted Share Plan. The full waiver is available on Serko’s website. Go to: www.serko.com/investor-centre/.
DONATIONS
Serko did not make any donations during the financial year.
CREDIT RATING
Serko does not presently have an external credit rating status.
78
SERKO ANNUAL REPORT
GLOSSARY
ARPBAverage Revenue Per Booking
Asia PacificVietnam, Thailand, Taiwan, Sri Lanka,
South Korea, South Africa, Singapore,
Philippines, Pakistan, New Zealand,
Malaysia, Japan, Indonesia, India, Hong
Kong, China, Bangladesh and Australia
for the purposes of this Annual Report
ASXASX Limited, also known as the
Australian Securities Exchange
ATMRATMR (Annualised Transactional
Monthly Revenue) is a Non-GAAP
measure. Serko uses this as a useful
indicator of recurring revenue
from Serko products based on the
monthly transaction
AUD or A$Australian dollar
AustralasiaNew Zealand and Australia for the
purposes of this Annual Report
Board or Board
of Directors
The board of directors of Serko
Cloud or cloud-
based
Cloud computing is when the software
and associated data is hosted outside
the customer’s premises and delivered
over a network or the Internet as a
service, which allows immediate access
to the software
Company or
Serko
Serko Limited, a New Zealand
incorporated company
EBITDAEBITDA is a Non-GAAP measure
representing Earnings Before the
deduction of costs relating to Interest,
Taxation, Depreciation and Amortisation
ESGEnvironmental Social Governance
FTEFull-time equivalent
FXForeign exchange
FYFinancial year ended, or ending, on
31 March (unless otherwise stated)
GSTGoods and Services Tax
IFRSInternational Financial Reporting
Standards
Independent
Directors
Simon Botherway, Claudia Batten and
Clyde McConaghy
IPOInitial Public Offering
ListingThe date Serko shares started trading on
the NZX Main Board, 24 June 2014
NZNew Zealand
NZD or NZ$New Zealand dollar
NZ GAAP or
GAAP
New Zealand Generally Accepted
Accounting Practice
NZ IASNew Zealand equivalents to International
Accounting Standards
NZ IFRS or IFRSNew Zealand equivalents to International
Financial Reporting Standards
NZXNZX Limited, also known as the New
Zealand Stock Exchange
NZX Listing
Rules or Listing
Rules
The Listing Rules applying to the NZX
Main Board as amended from time
to time
NZX Main BoardThe New Zealand main board equity
security market operated by NZX
R&DResearch and Development expenditure
SAASSoftware-as-a-service
Serko Expense
Management
business
Serko’s online expense management
solution that enables the capture and
processing of corporate credit cards and
out-of-pocket claims
Serko MobileSerko’s mobile app for iPhones and
Android devices that gives users access
to information and travel booking
functionality on their mobile devices
Serko OnlineSerko’s cloud-based online travel booking
solution for large organisations
serko.travelSerko’s cloud-based online travel
booking solution for small to medium
enterprises (SMEs)
SMESmall and medium enterprise
TMC, Travel
Agency or Travel
Management
Company
A travel management company that
provides specialised travel-related
services to corporate customers
USD or US$United States dollar
ZenoSerko’s premium cloud-based online
travel booking solution
$All figures are in New Zealand dollars,
unless otherwise stated
79
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
66
CORPORATERESPONSIBILITY
16
DIRECTORY
79
COMPANY DIRECTORY
Saatchi Building
Unit 14D
125 The Strand
Parnell, Auckland
New Zealand
+64 9 309 4754
Link Market Services Limited
Level 11, Deloitte House
80 Queen Street
Auckland
New Zealand
+64 9 375 5998
serko@linkmarketservices.co.nz
Simon Botherway (Chairman)
Claudia Batten
Robert (Clyde) McConaghy
Darrin Grafton
Robert (Bob) Shaw
Deloitte Limited
Serko is a company incorporated with limited liability under the New Zealand Company Act 1993
New Zealand Companies Office registration number 1927488
Australian Registered Body Number (ARBN) 611 613 980
For investor relations queries contact: InvestorRelations@serko.com
REGISTERED OFFICE
SHARE REGISTRAR
DIRECTORS
AUDITOR
KEY DATES
30 SEPTEMBER 2018
Half-year End
20 NOVEMBER 2018
Half-year Results
Announced
31 MARCH 201922 AUGUST 2018
Financial-year EndAnnual Shareholders’
Meeting
Serko’s ESG Report, which includes its Corporate Governance Statement, can be found at www.serko.com/investor-centre
80
SERKO ANNUAL REPORT
Serko Limited Annual Report 2018
www.serko.com
---
Serko Limited
Results Presentation for the Year Ended 31 March 2018
Darrin Grafton
INTRODUCTION
Susan Putt
2
AGENDA
Financial Results
Strategic Overview
Outlook
3
PROFITACTIVITYREVENUECOSTS
PERFORMANCE DASHBOARD
(FY18 VS FY17)
25%
TOTAL
INCOME
INCREASE
27%
RECURRING
REVENUE
2
INCREASE
28%
OPERATING
REVENUE
INCREASE
6%
OPERATING
EXPENSES
4
DECREASE
16%
DECREASE
R&D COSTS³
$2.0m
NET PROFIT
BEFORE TAX
INCREASE
24%
PEAK
ATMR
1
INCREASE
20%
ONLINE
BOOKINGS
$5.3m
Turnaround in NPBT
for the year compared
to prior year loss of
$3.3m
$18.4m
Indicator of future
growth potential
20%
Year on Year
growth for FY18
$4.9m
Opex $4.5m
Capex $0.4m
27% of Revenue
$17.7m
Net FTE
5
decrease in
the period
$18.3m
Recurring revenue
90% of total
operating revenue
$16.4m
Core product
revenues
$19.3m
Total income
from all sources
including Grants
Notes 1 – 5: Refer to Appendix for Definitions
Annualised Transactional Monthly Revenue (ATMR) of $18.4m is as at Feb 2018 and represents peak for the period whereas March 2018 is seasonally affected by Easter holidays. % increase calculated against Feb 2017 of $14.8m
STRONG IMPROVEMENT IN ALL
KEY MEASURES
4
37%
20%
24%
$11.2m
Mar 2016
$15.3m
Mar 2017
$14.8m
Feb 2017
$18.4m
Feb 2018
INCREASE
24%
PEAK
ATMR
INCREASE
20%
ONLINE
BOOKINGS
ATMR RISES INLINE WITH STRONG
TRANSACTION GROWTH
FY13FY14FY15FY16FY17FY18
ONLINE BOOKINGSATMR
Booking volumes not disclosed for commercial reasons
5
REVENUE GROWTH
ACROSS ALL
CATEGORIES
28%
TOTAL
REVENUE
INCREASE
$15m
$10m
$5m
-
$20m
FY13FY14FY15FY16FY17FY18
Services
Supplier commissions & other
Expense platform
Travel platform
Year ended 31 March
Travel platform booking revenue
Expense platform revenue
Supplier commissions revenue
Other revenue
13,283
1,539
1,125
334
10,808
1,287
751
238
2,475
414
537
96
23%
37%
72%
40%
$000
20182017change
$000$000%
Recurring Product Revenue
Percentage of total revenue
16,44312,9213,52227%
90%91%
Services revenue1,8351,35647935%
Total Revenue18,27914,2774,00228%
6
ECONOMIES
OF SCALE
16%
DECREASE
R&D COSTS
6%
OPERATING
EXPENSES
DECREASE
Remuneration and benefit expenses
Selling and marketing expenses
Administration expenses
Other expenses
Year ended 31 March
11,667
1,258
3,692
1,067
12,285
1,658
3,880
940
(618)
(400)
(188)
127
-5%
-24%
-5%
13%
$000
20182017change
$000$000%
Total operating expenses
Percentage of operating revenue
17,68418,763(1,118)-6%
97%131%-34%
(-) Capitalised product development costs(383)(780)39751%
(-) Government grants
(+) Amortisation of capitalised development costs
(956)
412
(1,073)
450
117
(38)
11%
-8%
Total Research and Development (R&D)
cost (including amounts capitalised)
4,9065,836(930)-16%
Research costs (excluding amortisation of
amounts previously capitalised)
4,5235,056(533)-11%
Net product development costs
Percentage of operating revenue
3,9794,433(454)-10%
27%41%
Percentage R&D Costs8%13%
Percentage R&D Costs22%31%
7
MAIDEN
PROFIT
FY13FY14FY15FY16FY17FY18
Revenue
Other income
Year ended 31 March
18,279
994
14,277
1,092
4,002
(98)
28%
-9%
$000
20182017change
$000$000%
Total income
Percentage of operating revenue
19,27315,3693,90425%
Operating expenses(17,684)(18,763)1,0796%
Net finance income41488326370%
-97%-131%
Net profit (loss) before tax
Percentage of revenue
2,003(3,306)5,309 161%
Income tax expense(171)(144)(27)-19%
11%-23%
Add back: income tax expense
Deduct: net finance income
Add back: depreciation and amortisation
171
(414)
597
144
(88)
858
27
(326)
(261)
19%
-370%
-30%
EBITDA profit/(loss)
EBITDA margin
2,186(2,536)4,722 186%
12%-177%
Net profit (loss)1,832(3,450)5,282 153%
EBITDA
8
OUR
STRATEGY
Offer premium, integrated
global solutions
Expand into new territories through
strategic alliances and reach the
unserved SME market
Grow ARPB by offering
increased content and
moving customers to Zeno
9
Zeno is Serko’s next generation
travel and expense management
application, using intelligent
technology, predictive workflows
which addresses a global travel
marketplace
10
TECHNOLOGY
INNOVATION
THE CONNECTED TRAVELLER
MARKETPLACE
11
GROW CUSTOMER BASE
12
GROW
ARPB
BASE
BOOKING FEE
HOTELS
ZENO
SERKO MOBILE
SERKO EXPENSE
CARS
OTHER
RAIL
MEALS
SEAT SELECT
DINING
13
OUTLOOK FY19
GROWTH IN OPERATING REVENUE EXPECTED TO
BE IN 15% - 30% RANGE
FEBRUARY ATMR WAS $18.4M
ASX LISTING PLANNED FOR 25 JUNE*
* Subject to ASX approval
14
QUESTIONS
15
Innovative online travel and
expense solutions
Used by over 6000 companies
with more than $6b travel per year
Employs over 100 people worldwide
and listed on the NZX Main Board
Our
PURPOSE
Our purpose is to transform the way businesses manage travel
and expenses. We do this by helping companies drive down
the cost of their travel program using smart technology, and
making the process of booking and managing travel and
reconciling expenses a positive experience for their people.
www.serko.com for more information
16
Zeno is Serko’s next
generation travel
management
application, using
intelligent technology,
predictive workflows
and a global travel
marketplace
Serko Online is an
end-to-end online
booking tool for
corporates to book and
manage airlines, hotels,
rental cars and airport
transfers.
Serko Expense is an
online expense
management solution
that enables the
capture and processing
of corporate card and
out of pocket claims
Serko Mobile is a
purpose-built mobile
app for making,
changing and managing
flight and hotel
bookings and travel
expenses.
17
The majority of Serko’s revenue comes from Travel Management Companies (TMCs)
who provide our solution to their corporate customers.
OUR CUSTOMERS
18
Serko charges the TMCs a fee per booking (which varies
based on volume). There is also a mobile subscription fee
for the Serko Mobile app.
Serko also generates revenue through commissions on
hotels, rental cars, airport transfers and other travel
providers that are booked through its platform.
Serko Expense customers pay a fee based on the number of
active users each month directly to Serko.
Supplier commission
Corporate books hotel
or taxi via Serko
Online/Zeno
Booking and other fees
Corporate traveller
makes a booking via
Serko Online/Zeno
Monthly user fee
Traveller submits
receipts using Serko
Expense/Zeno
Mobile subscription
Traveller downloads and
uses Serko Mobile
HOW SERKO
MAKES MONEY
19
Selected Operational Metrics
Total Revenue Growth (%)
Revenue Growth – Serko Online(%)
Operating Costs (excl depreciation & amortisation) (% change)
No of transactions (indexed, where FY13=100)
Transaction Growth
Product Recurring revenue as % total revenue
Employees (number at end of year)
Average Revenue per FTE (NZ$'000)
Research & Development Costs - Expense and Capex (NZ $000)
Annualised Transactional Monthly Revenue (ATMR (NZ $m)
$000
FY18
28%
23%
-5%
390
20%
90%
106
170
4,906
18.4
$000
FY17
9%
8%
-10%
326
18%
91%
108
122
5,836
15.1
$000
FY16
27%
49%
13%
275
54%
91%
127
101
6,268
11.2
$000
FY15
55%
62%
105%
179
45%
80%
133
94
5,762
-
$000
FY14
39%
12%
62%
123
23%
71%
87
100
3,387
-
$000
FY13
27%
41%
35%
100
35%
84%
47
119
2,340
-
HISTORIC
METRICS
20
DEFINITIONS
• ATMR (Annualised Transactional Monthly Revenue) is a non-GAAP measure. Serko uses this as useful indicator of recurring revenues from Serko products
based on the monthly transactions from the most recent month.
• ARPB (Average Revenue Per Booking) is a non-GAAP measure.
• Recurring product revenue (a non-GAAP measure) is the recurring revenue derived from transactions and usage of Serko products by contracted customers.It
excludes revenues from customised software development.
• R&D (Research & Development) costs is a non-GAAP measure representing the internal and external costs related to R&D both expensed and capitalised.
• Operating Costs is a non-GAAP measure which excludes costs relating to taxation, interest, depreciation, and amortisation charges
• EBITDA is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation and Amortisation.
• FTE = Full time equivalent employee
21
DISCLAIMER
This presentation is given on behalf of Serko Limited. Information in this presentation:
• is for general information purposes only, and is not an offer or invitation for subscription, purchase, or recommendation of securities in Serko Limited;
• should be read in conjunction with, and is subject to, Serko’s Annual Report, market releases and information published on Serko’s website (www.serko.com);
• includes forward-looking statements about Serko and the environment in which Serko operates, which are subject to uncertainties and contingencies outside
of Serko’s control – Serko’s actual results or performance may differ materially from these statements;
• includes statements relating to past performance, which should not be regarded as a reliable indicator of future performance; and may contain information
from third-parties believed to be reliable; however, no representations or warranties are made as to the accuracy or completeness of such information.
• Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP financial information included in this release has not been subject to review by the auditors. Non-
GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.
All information in this presentation is current at the date of this presentation, unless otherwise stated. All currency amounts are in NZ dollars unless stated otherwise.
22
---
1
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
2018 Report
Environmental, Social & Governance (ESG)
2
Serko ESG
ENVIRONMENTAL
SOCIAL
GOVERNANCE
3
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
This Environmental, Social and Governance (ESG) Report,
which incorporates Serko’s Corporate Governance Statement,
was approved by the Board of Serko Limited on 22 May 2018
and is accurate as at that date. The Board does not undertake
any obligation to revise this Report to reflect events or
circumstances after 22 May 2018 (other than in accordance
with the continuous disclosure requirements of the applicable
Listing Rules).
CONTENTS
Introduction
4
Environmental7
Social9
Corporate Governance Statement15
Risk Management27
4
Serko ESG
INTRODUCTION
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, community and our shareholders.
We aim to achieve this through:
1) Focusing on long-term growth and business
sustainability;
2) Applying best practice governance and risk
management procedures;
3) Cultivating an inclusive workplace of diverse
and engaged staff; and
4) Enabling environmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes. This year,
we have prepared our first Environmental Social and
Governance (ESG) Report and started reporting how
the United Nations (UN) Sustainable Development
Goals are applicable to our ESG initiatives.
Further information and our full Annual Report can
be found on the investor centre of Serko’s website.
Serko’s ESG framework remains under development
and will continue to be progressed over time.
The Sustainable Development Goals (SDGs) are a
set of global initiatives set by the United Nations
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we
are directly contributing to and how our community
initiatives relate to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:
People:UN SDGs
UN SDGs
UN SDGs
Customers:
Good health and well-being
Health and Safety Policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
5
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
6
Serko ESG
ENVIRONMENTAL
7
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
ENVIRONMENTAL
Serko recognises that it has a responsibility to the
environment beyond legal and regulatory requirements. We
are committed to reducing our environmental impact and
continually improving our environmental performance as an
integral part of our business strategy and operating methods,
with regular review points. We will encourage customers,
suppliers and other stakeholders to do the same.
As a software development company Serko has a low
environmental impact. But where possible Serko aims to
reduce this to the minimum level practical. We encourage
recycling at our offices. We are conscientious when booking
travel and plan ahead to ensure we combine meetings to
minimise our trips and resulting emissions.
While Serko, as a company providing travel-related booking
tools and information, is not a high producer of carbon
through its activities, it could play a role in helping to provide
information on travel-related CO
2 emissions to its customers
for additional revenue or a point of difference against its
competitors. Serko could also become the medium by which
travellers could pay carbon offsets. These environmental
initiatives require development and will be considered as
part of the product innovation road-map if our customers see
benefit in Serko adding these services.
Serko’s current environmental goal is to continually look to
reduce the impact of our business on the environment, and as
we grow as an organisation to ensure that any negative impact
on the environment is minimised
SERKO’S ENVIRONMENTAL GOALS FOR FY19
During FY19, Serko plans to implement an Environmental
Management System across all of its offices focusing on:
• Recycling;
• Committing our people to undertake only essential travel;
• Minimising paper usage; and
• Identifying ways that our technology can assist our clients
to minimise their impact on the environment further.
Serko sees the goals of this work as being important to the
sustainability of our business and, with the possibility of
reducing financial expenditure and potentially providing a new
revenue stream, the return to shareholders is maximised.
We are committed
to reducing our
environmental impact
8
Serko ESG
SOCIAL
9
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
SOCIAL
Serko operates in an industry that is highly competitive for
talent. We aim to provide an environment and culture and
promote social conscience that means that people want to be
part of our team – and those who do work for us, choose to
stay. This choice is a conscious decision, it’s not words on a
wall, but a way of working throughout our organisation that
encourages and enables people to be the best they can be
and to do so in an environment of fun, performance focus and
energy. There are a variety of initiatives that contribute to
our culture – each of which are underpinned by our values and
contributed to by the diversity of perspectives that make us
who we are.
As a result Serko has low employee turnover (11% rolling
annual turnover measured at 31 March 2018) and high
employee engagement scores relative to industry norms.
Serko’s employees (known in-house as Serkodians) are
generally motivated, excited about our future and feel our
organisation is a great place to work. As an example, more
than 97% of our employees reported that they strive to do
their best work every day for Serko as they want the company
to be successful.
SERKO CULTURE AND VALUES
Serko’s culture is upbeat, nimble, dynamic and inclusive. We
hire top talent from the technology and travel industries to
ensure that our people (Serkodians) have the skills and astute
judgement to make smart decisions that lead us to success –
within a strategic framework established collaboratively with
our leadership group, Executive Team and Board.
Serko’s people are incentivised for achieving exceptional
results. We have established OKRs (Objectives and Key
Results) throughout all teams and are supporting our people
with learning and development initiatives to encourage us to
keep finding new ways to innovate.
To articulate our culture, we developed the following eight
values that not only describe what is important to us but
also provide a code for how we behave toward each other,
influencing decisions such as who we hire, how people select
what they work on and how our people are led. As a result,
we have a highly engaged, energised culture resulting in high
employee engagement.
Serko’s culture is
upbeat, nimble,
dynamic and inclusive
Mastery
Serkodians continuously strive to
become masters of what they do
Autonomy
Serkodians are able to work
independently and make decisions
for themselves
Teamwork
Serkodians work well with people not
just in their own teams but in teams
across the organisation
Passion
Serkodians are passionate about what
they do and what Serko does
Integrity
Serkodians are honest, respectful of
others, deliver on their commitments and
make ethical business decisions
Success
Serkodians strive toward their goals to
ensure Serko reaches its goals
Family
Serkodians are valued as part of the
Serko family and Serko recognises the
importance of their families to them
Fun
We value humour, laughter and enjoying
our time at Serko
DIVERSITY & INCLUSION
Serko is committed to providing equal employment
opportunities and, as such, has a workforce consisting of
many individuals with diverse skills, values, backgrounds,
ethnicity and experiences. The company works to ensure
that its selection processes for recruitment and employee
development opportunities are free from bias and are based
on merit. The Board recognises that building diversity across
Serko will deliver enhanced business performance.
10
Serko ESG
Serko has adopted a Diversity and Inclusion Policy and is committed to achieving diversity in the skills, attributes and experience
of its Board members, management and staff across a broad range of criteria (including, but not limited to, culture, gender and age).
The Board as a whole is responsible for overseeing and implementing the Diversity and Inclusion Policy but has delegated to the
Remuneration and Nominations Committee the responsibility to develop and to recommend measurable objectives to the Board
that are designed to adhere to Serko’s Diversity and Inclusion Policy.
As at 31 March 2018, Serko employees represented 19 different nationalities. Serko believes this diversity is critical for
encouraging awareness of cultural experiences as we expand into different markets. Serko’s employees range in age from early 20s
to mid 60s, with the spread peaking in early 30s.
GENDER COMPOSITION OF SERKO WORKFORCE AND DIVERSITY
The respective numbers and proportions of men and women at various levels within the Serko workforce as at 31 March 2017 and
31 March 2018 are set out in the table below:
DIVERSITY OBJECTIVES
Serko has set measurable objectives to reinforce its commitment to diversity. The Board’s evaluation of Serko’s performance with
respect to the objectives set in accordance with its Diversity and Inclusion Policy during the financial period are set out below:
FemaleMale
2018201720182017
no.%no.%no.%no.%
Directors120%120%480%480%
Officers
1
120%114%480%686%
Senior Employees
2
433%747%867%853%
Remaining Workforce3539%4044%5461%4756%
1 Officers are considered to be the Chief Executive Officer and his direct reports (the Executive Team). Note that Chief Executive Officer, Darrin Grafton and Chief
of Strategy, Bob Shaw, are included in both the number of directors and Officers reported.
2 Direct reports to the Executive Team with managerial responsibilities.
ObjectiveProgress
Facilitate and promote equal employment opportunities,
including (but not limited to) diversity of culture, gender and
age when considering opportunities for new and existing Serko
people. At the end of each year report the statistics relating to
new hires to demonstrate a continuation of our current diverse
talent pool, including ensuring a diverse range of cultures, ages
and gender is maintained (or strengthened) with the long-term
goal of having 50% of the Board, Executive and Leadership
team being women.
During the year, 1 April 2017 to 31 March 2018 (FY18) we hired
21 people from a diverse range of cultures and nationalities.
Both our diversity of age and diversity of cultural origin
have increased this year. During the past financial year we
found it difficult to attract female candidates to apply for our
technology roles. This resulted in a lower proportion of women
being hired during the year. To help us to understand how we
might combat this issue for the future we commenced a data
gathering process of diversity data surveying all candidates at
the commencement of recruitment processes. This highlighted
that we were attracting a much lower percentage of female
candidates than male. Our goal for FY19 is to address this
talent attraction issue by growing our talent pool within the
female technology student community and also a technology
marketing campaign targeting women in our industry more
broadly. Serko has a strong culture that is supportive of women
at work. Policies include flexibility of working hours, focus on
women in leadership and promotion of female talent.
11
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
During FY19, Serko’s diversity objectives are to:
1) Facilitate and promote equal employment opportunities,
including (but not limited to) diversity of culture, gender
and age when considering opportunities for new and
existing Serko people. At the end of each year report
the statistics relating to new hires to demonstrate a
continuation of our current diverse talent pool, including
ensuring a diverse range of cultures, ages and gender is
maintained (or strengthened) with the long-term goal of
having 50% of the Board, Executive and Leadership team
being women.
This year’s activity to improve our performance in this
area will include a focus on attracting female talent from
the technology industry, using a targeted marketing
campaign to ensure diversity of thought remains a focus
for our organisation. This diversity will form one of the
underlying themes of our employer branding initiatives
where Serko becomes an employer of choice, not just for
technology leaders but, in particular, technology leaders
who can bring to us a diversity of thought.
2) Promote a merit-based environment in which employees
have the opportunit y to develop and perform to their full
potential, in alignment with the company’s commitment
to the ongoing training and wellbeing of its employees.
Measure and report on the gender composition of internal
movements/promotions of our people to help achieve
greater diversity at leadership levels.
3) Reward excellence and ensure employees are treated fairly,
evaluated objectively and promoted on the basis of their
performance. Conduct an annual pay parity audit to ensure
that groups are not being disadvantaged on the basis of
their gender. Ensure this covers both internal pay equity
and application of budget for pay reviews.
ObjectiveProgress
Promote a merit-based environment in which employees
have the opportunit y to develop and perform to their full
potential, in alignment with the company’s commitment
to the ongoing training and wellbeing of its employees.
Measure and report on the gender composition of internal
movements/promotions of our people to help achieve
greater diversity at leadership levels.
During the past year we reorganised Serko to prepare
ourselves to expand into new markets. This reorganisation
also resulted in the establishment of a formal leadership group
comprising the Executive Team and other influential senior
leaders. Although the Executive Team has fewer members
than previously, at the Leadership table more female voices
are heard. In addition, we established an Emerging Leaders
programme to support succession planning at the next tier.
Serko is proud to have one of NZX’s few female Chief Financial
Officers.
Reward excellence and ensure employees are treated fairly,
evaluated objectively and promoted on the basis of their
performance. Conduct an annual pay parity audit to ensure
that groups are not being disadvantaged on the basis of their
gender. Ensure this covers both internal pay equity and
application of budget for pay reviews.
During FY18 we introduced more structure into our
remuneration processes, preparing us for global scale and
helping us compare roles across different job families. This has
helped us to identify where discrepancies for gender parity may
exist so they can be addressed during our pay review process
this year. The process of implementing this structure identified
a few individuals whose pay was out of alignment with their
peers but within those examples there were as many women
receiving higher pay than men, as there are men receiving
higher pay than women. The Board has requested a diversity
report following implementation of our pay review this year to
ensure gender pay parity.
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GOVERNANCE
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GOVERNANCE
The Board and management of Serko Limited (Serko or
the company) are very committed to ensuring that Serko
maintains corporate governance practices that are in line
with or, where possible, exceed best practice and that Serko
adheres to the highest ethical standards.
The Board has had regard to the NZX Listing Rules and a
number of corporate governance recommendations when
establishing its governance framework, including the revised
NZX Corporate Governance Code 2017 (NZX Code) and
the Third Edition of the Australian Securities Exchange
(ASX) Corporate Governance Council Principles and
Recommendations.
The NZX Listing Rules require Serko to formally report
its compliance against the recommendations contained
in the NZX Code. How Serko has implemented these
recommendations is set out in this Corporate Governance
Statement. The Board considers that Serko’s corporate
governance structures, practices and processes have followed
all of the recommendations in the NZX Code during the
financial year ended 31 March 2018.
Serko’s governance charters and policies can be found on
the investor centre of the company’s website. Go to: www.
serko.com/investor-centre/. Serko’s corporate governance
charters and policies have been approved by the Board and are
regularly reviewed by the Board and amended (as appropriate)
to reflect developments in corporate governance practices.
STOCK EXCHANGE LISTINGS
Serko is listed on the New Zealand Stock Exchange (NZX
Main Board) and intends (subject to approval) to list on the
Australian Securities Exchange (ASX) as an ASX Foreign
Exempt Listing. As an ASX Foreign Exempt Listing, Serko will
need to comply with the NZX Listing Rules (other than as
waived by NZX) but does not need to comply with the vast
majority of the ASX Listing Rule obligations.
Serko is incorporated in New Zealand.
OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE
The Serko Board has been appointed by shareholders to
protect and enhance the long-term value of Serko and to act
in the best interests of Serko and its shareholders. The Board
is the ultimate decision-making body of the company and is
responsible for the corporate governance of the company. The
role and responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of the
company’s website.
The Board currently comprises an independent non-executive
Chair, two independent non-executive directors and two
executive directors, as detailed on the investor centre of the
company’s website and the latest Annual Report.
The Board has established two standing Board Committees to
assist in the execution of the Board’s responsibilities:
• Audit and Risk Committee – The current members
of the Committee are Clyde McConaghy (Chair),
Simon Botherway and Claudia Batten. All members
are independent, non-executive directors. Their
qualifications and experience is set out in the latest
Annual Report.
• Remuneration and Nominations Committee – The
current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. All
members are independent, non-executive directors.
Their qualifications and experience is set out in the
latest Annual Report.
Serko aims to exceed
corporate governance
best practices
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CODE OF ETHICS
The Board recognises that high ethical standards and
behaviours are central to good corporate governance and has
implemented a Code of Ethics (Code) to guide the behaviour of
its directors and employees.
Serko’s Code of Ethics establishes the framework by which
directors and staff of Serko are expected to conduct their
professional lives by facilitating behaviour and decision-
making that meets Serko’s business goals and is consistent
with Serko’s values, policies and legal obligations. Serko’s Code
of Ethics is available to staff on Serko’s intranet and forms
part of the induction process for new employees. Regular
reminders are provided to staff about the application of the
Code of Ethics.
Serko regularly reminds staff of their obligation to report
any concerns they have about compliance with the Code
of Ethics, Serko policies or legal obligations via staff-
wide communications on the Code and has established a
designated email address, accessible only by non-executive
directors, for staff to confidentially raise any concerns they
may have. The Board reviews the Code at-least six-monthly
and also expects any incidents arising under the Code to be
brought to directors’ attention immediately. Serko’s process
for managing any alleged breach of the Code is detailed in
the Code.
The Code of Ethics addresses:
• Serko’s Values (see page 9 of this Report)
• Conflicts of interest
• Receipt of gifts
• Proper use of Serko property and information
• Confidentiality
• Expected behaviours
• Compliance with laws and Serko policies
• Additional director responsibilities
• Delegated Authority
• Reporting issues regarding breaches of the Code, legal
obligations or other Serko policies.
Serko’s Code of Ethics is available on the investor section of
the Company’s website.
SECURITIES TRADING POLICY
Serko is committed to complying with legal and statutory
requirements with respect to ensuring directors and
employees do not trade Serko securities while in possession of
inside information.
Serko’s Securities Trading Policy and Guidelines apply to
all directors, officers, employees and contractors of Serko
and its subsidiaries. This Policy seeks to ensure that those
subject to the Policy do not trade in Serko securities if they
hold undisclosed price-sensitive information. The Policy sets
out additional rules, which includes the requirement to seek
company consent before trading, and prescribes certain black-
out periods during which trading is prohibited.
Compliance with the Securities Trading Policy is monitored
through the consent process, through education and via
notification by Serko’s share registrar when any Director
or Senior Manager trades in Serko securities. All trading by
directors and senior managers (as defined by the Financial
Markets Conduct Act 2013) is required to be reported to NZX
and recorded in Serko’s securities trading registers.
ROLE OF THE BOARD
The Board of Directors (the Board) is elected by shareholders
to govern Serko in the interests of shareholders and to
protect and enhance the value of Serko’s assets. The Board
is responsible for corporate governance and Serko’s overall
strategic direction and is the overall and final body responsible
for all decision-making within Serko. The Board Charter
describes the Board’s roles and responsibilities and regulates
internal Board procedure.
“Directors should set high
standards of ethical behaviour,
model this behaviour and hold
management accountable for
these standards being followed
throughout the organisation.”
“To ensure an effective Board,
there should be a balance of
independence, skills, knowledge,
experience and perspectives.”
Principle 1
Principle 2
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The Board has delegated a number of its responsibilities to
Board committees. The role of each committee is
described below.
To enhance efficiency, remain agile and ensure decision-
making occurs at the right level, the Board has also delegated
to the Chief Executive Officer the day-to-day leadership
and management of Serko. The Chief Executive Officer has
formally delegated certain authorities to his direct reports
within set limits. The Board regularly monitors and reviews
BOARD MEMBERSHIP, SIZE AND COMPOSITION
The size of the Board is determined by the Board from time to
time, in accordance with the limitations prescribed in the NZX
Listing Rules, and in accordance with the provisions of Serko’s
Constitution and the Board Charter.
As at 31 March 2018, the Board comprised five directors –
being the two co-founders and executive directors, Darrin
Grafton and Robert Shaw; and three independent non-
executive directors – Simon Botherway, Claudia Batten and
Clyde McConaghy. A biography of each director can be found
on the investor section of the company’s website.
The Remuneration and Nominations Committee is responsible
for making recommendations to the Board regarding
the Board’s size and composition. When recommending
candidates to act as director, the Committee will take into
account factors as it deems appropriate, including the
diversity of background, experience and qualifications of the
candidate. When appointing directors, the Board undertakes
appropriate background checks.
The Board’s broader commitment to diversity includes
building diversity of thought within the Board. The current
management’s performance in the execution of its delegated
responsibilities and the appropriateness of its Delegation of
Authority Policy.
As detailed in the table below, the Board met for regularly
scheduled meetings during the financial year. In addition
to formally scheduled Board meetings, the directors met
for additional special meetings and regularly engaged with
management on areas of focus and to undertake strategic
planning for the business.
Board has a broad range of experience and skills, both locally
and internationally, that are appropriate to meet its objectives.
To assist in maintaining an appropriate mix of experience, the
Board has developed a skills matrix. Areas of expertise and
experience that have been identified as relevant to governing
Serko’s business include, among other skills:
• Innovation, entrepreneurship and partnership;
• Digital business and high-growth technology;
• International travel industry knowledge;
• Marketing, sales and channel management in core markets;
• Governance, legal and compliance;
• Strategy and operations;
• Finance, accounting and risk management;
• Capital markets; and
• Public company director experience.
The Board regularly reviews the skills matrix as part of its
succession planning.
BOARD APPOINTMENT, TRAINING AND EVALUATION
BOARD AND COMMITTEE ATTENDANCE
The table below shows the Board and Committee meeting attendance during the year ended 31 March 2018:
Director AttendanceBoard
Audit & Risk
Committee
Remuneration
& Nominations
Committee
Darrin Grafton12/12**
Bob Shaw12/12**
Simon Botherway12/125/54/4
Clyde McConaghy12/125/54/4
Claudia Batten12/125/54/4
*Indicates the director is not a member of the Committee (although they were in attendance for these meetings).
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The procedure for the appointment and removal of directors
is ultimately governed by the company’s Constitution and
relevant NZX Listing Rules. A director is appointed by ordinary
resolution of the shareholders although the Board may fill a
casual vacancy. Every director appointed by the Board must
submit himself or herself for reappointment by shareholders
at the next annual meeting following his or her appointment.
Directors are subject to the rotation requirements set out in
the NZX Listing Rules.
At the time of appointment, each new director signs a
comprehensive letter of appointment setting out the terms
of their appointment, including their duties and expectations
in the role. Each director also receives a copy of Serko’s
Corporate Governance Manual (comprising all of Serko’s core
governance documents) and is introduced to the business
through a specifically tailored induction programme. All
directors are regularly updated on relevant industry and
company issues and are expected to undertake training
to remain current on how to best perform their duties as
directors of Serko. During the Board’s annual evaluation
process, training needs are considered to assist directors
to remain upskilled on the business, industry and legislative
developments.
All directors have access to senior management to discuss
issues or obtain information on specific areas or items to
be considered at Board meetings and each director actively
utilises this access to support the company and its executives.
The Board, Board committees and each director have the right
to seek independent professional advice at Serko’s expense to
assist them in carrying out their responsibilities.
The Board undertakes a regular review of its own and its
committees’ performance. This is to ensure it has the right
composition and appropriate skills, qualifications, experience
and background to effectively govern Serko and to monitor
Serko’s performance in the interests of shareholders. During
the financial period ended 31 March 2018, performance
reviews took place in accordance with that process.
INDEPENDENCE OF DIRECTORS
A majority of Serko’s directors are independent. The
factors the company takes into account when assessing the
independence of its directors are set out in the NZX Listing
Rules and the Board Charter. Generally speaking, a director
is considered to be independent if that director is not an
executive of Serko and if the director has no direct or indirect
interest or relationship that could reasonably influence, in a
material way, the director’s decisions in relation to Serko.
The Board has determined that each of the non-executive
directors are independent directors for the purposes of the
NZX Listing Rules and in accordance with the Board
Charter criteria.
The Board will review any determination it makes on a
director’s independence on becoming aware of any new
information that may affect that director’s independence.
For this purpose, directors are required to ensure
they immediately advise Serko of any new or changed
relationship that may affect their independence or result in
a conflict of interest.
The Board supports the separation of the role of Chairman
and Chief Executive Officer. The current Chairman has
been elected by the Board from the independent directors,
in accordance with the terms of the Board Charter. The
Chairman’s role is to manage and provide leadership to the
Board and to facilitate the Board’s interface with the Chief
Executive Officer.
CONFLICTS OF INTEREST
The Board is conscious of its obligations to ensure that
directors avoid conflicts of interest (both real and perceived)
between their duty to Serko and their own interests. The
Board Charter outlines the Board’s policy on conflicts of
interest. Serko maintains an interests’ register in which
relevant disclosures of interest and securities dealings by the
directors are recorded.
COMPANY SECRETARY
The Company Secretary is responsible for supporting the
effectiveness of the Board by ensuring that its policies and
procedures are followed and for coordinating the completion
and dispatch of the Board agendas and papers. The Company
Secretary is accountable to the Board, via the Chairman, on all
governance matters.
DIVERSITY & INCLUSION
Serko has adopted a Diversity and Inclusion Policy and is
committed to achieving diversity in the skills, attributes
and experience of its Board members, management and
staff across a broad range of criteria (including, but not
limited to, culture, gender and age). The Board as a whole is
responsible for overseeing and implementing the Diversity
and Inclusion Policy but has delegated to the Remuneration
and Nominations Committee the responsibility to develop
and to recommend measurable objectives to the Board that
are designed to adhere to Serko’s Diversity and Inclusion
Policy. See page 10-11 of this Report for further information
regarding Diversity and Inclusion.
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The Board uses committees to deal with issues requiring
detailed consideration, thereby enhancing the efficiency
and effectiveness of the Board. However, the Board retains
ultimate responsibility for the functions of its committees and
determines each committee’s roles and responsibilities.
at Serko, oversee management succession planning, consider
the composition of the Board and recommend candidates to
fill Board vacancies as and when they arise. The Committee
is also tasked with annually monitoring and evaluating the
company’s performance with respect to its Diversity and
Inclusion Policy.
Under the Remuneration and Nominations Committee
Charter, the Committee must be comprised of a minimum
of three members, a majority of whom are independent
directors. All members of the Committee are currently
independent directors. The Chairman of the Committee is
required to be independent.
The current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. All members
are independent, non-executive directors. Their qualifications
and experience is set out in the latest Annual Report.
TAKEOVER RESPONSE GUIDELINES
Serko’s independent directors have received comprehensive
legal advice on their directors’ duties, and the process to
be followed, in the event of a takeover offer. The Board has
formally adopted this advice as the guidelines to be applied in
the event of a takeover offer.
Serko is committed to the promotion of investor confidence
by ensuring that the trading of company shares takes place
in an efficient, competitive and informed market. The Board
is tasked with ensuring the integrity of financial and non-
financial reporting to shareholders.
MARKET DISCLOSURE POLICY
Serkos has adopted a Market Disclosure Policy that guides
the company’s compliance with the continuous disclosure
requirements of the NZX Main Board. In addition, directors
and management consider at each Board meeting whether
there are any issues that have arisen that require disclosure to
the market.
The current standing committees of the Board are:
• Audit and Risk Committee; and
• Remuneration and Nominations Committee.
Details of the roles and responsibilities of these committees
are described in their respective charters and summarised
below. From time to time the Board may constitute an ad-
hoc committee to deal with a particular issue that requires
specialised knowledge and experience.
AUDIT AND RISK COMMITTEE
The primary function of the Audit and Risk Committee is
to assist the Board in fulfilling its oversight responsibilities
relating to Serko’s risk management and internal control
framework, the integrity of its financial reporting and its
auditing processes.
Under the Audit and Risk Committee charter, the Committee
must be comprised of a minimum of three members who
are each non-executive directors, the majority of whom are
also independent directors, and at least one director with an
accounting or financial background. Further, the Chairman of
the Committee is required to be independent and not be the
Chairman of the Board.
The current members of the Committee are Clyde McConaghy
(Chair), Simon Botherway and Claudia Batten. All members are
independent, non-executive directors. Their qualifications and
experience is set out in the latest Annual Report.
REMUNERATION AND NOMINATIONS COMMITTEE
The primary function of the Remuneration and Nominations
Committee is to oversee remuneration policies and practices
“The Board should use
committees where this will
enhance its effectiveness in key
areas, while still retaining Board
responsibility.”
“The Board should demand
integrity in financial and non-
financial reporting and in the
timeliness and balance of
corporate disclosures.”
Principle 3
Principle 4
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Serko has established a Disclosure Committee whose role it
is to determine whether information is ‘material information’
and whether the material information is required to be
released to the NZX. The Disclosure Committee comprises the
Board Chairman, the Audit and Risk Committee Chairman, the
Chief Executive Officer and the Chief Financial Officer (the
Disclosure Officer).
GOVERNANCE POLICIES AND PROCEDURES
Serko’s governance charters and policies can be found on the
investor centre of the company’s website.
FINANCIAL REPORTING
The Board is responsible for ensuring the integrity of
its financial reporting. The Audit and Risk Committee
closely monitors financial reporting risks in relation to the
preparation of the financial statements. The Audit and Risk
Committee, with the assistance of management, also works to
ensure that the financial statements are founded on a sound
system of risk management and internal control and that
the system is operating effectively in all material respects in
relation to financial reporting risks.
As part of this process, the Chief Executive Officer and Chief
Financial Officer are required to state in writing to the Board
that, to the best of their knowledge, the company’s financial
reports: (1) present a true and fair view of the company’s
financial condition and operational results; (2) are prepared
in accordance with the relevant accounting standards; and
(3) are founded on a sound system of risk management and
internal control that is operating effectively.
NON-FINANCIAL REPORTING
To assist shareholders to make meaningful investment
decisions, in addition to reporting historical statutory financial
information, Serko is committed to providing shareholders
with a balanced and understandable assessment of its
performance, business model, strategic objectives and
progress against meeting those objectives at each earnings
announcement and in its half-year and full-year reports.
Serko is committed to developing long-term value creation.
As part of this commitment, Serko’s Board is focused on
delivering a sustainable future for its business, people,
customers and communities by doing what is right. This year
Serko has chosen to start reporting against the UN Sustainable
Development Goals (SDGs). SDGs are a set of global initiatives
set by the United Nations for everyone to contribute to. For
Serko the SDGs are a way to see which areas of sustainability
it is directly contributing to and how its community initiatives
relate to a larger vision for positive change. Information
about the commencement of Serko’s ESG initiatives are set
out in this Report. Serko’s ESG framework remains under
development and will continue to be progressed over time.
Serko is committed to remunerating its non-executive
directors, executive directors and employees fairly,
transparently and reasonably.
NON-EXECUTIVE DIRECTOR REMUNERATION
Serko’s shareholders have approved a total cap of $350,000
per annum for non-executive directors’ fees, for the purposes
of the NZX Listing Rules. This annual fee pool has not been
increased since it was approved by shareholders in 2014.
Serko currently pays directors’ fees that, in aggregate, amount
to approximately $250,000 per annum as detailed below.
As foreshadowed at Serko’s 2017 Annual Shareholders’
Meeting, this represents an increase from the fees paid in
FY17 (totalling ~$190,000 per annum). The non-executive
director fee increase was implemented, effective from 1
October 2017, following the 2017 director performance and
fee review, which took into account the time commitment and
responsibilities required of Serko’s non-executive directors.
No equity-based remuneration is paid to non-executive
directors, nor do the non-executive-directors receive any
performance-based remuneration. However, directors may
hold shares in the company, details of which are set out in the
Annual Report. It is Serko’s policy to encourage directors to
hold shares in the company.
In addition to the remuneration detailed above, at the time of
the IPO, the Board introduced (with the approval of Serko’s
existing shareholders) a loan facility for the independent
directors, which enabled non-executive directors to acquire
a specified number of Serko shares at the time of the IPO
(Director Loan Shares). This loan was extended in June 2017
for a further three years.
“The remuneration of directors
and executives should be
transparent, fair and reasonable.”
Principle 5
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During the financial period (as previously announced to
shareholders), a fixed trading plan (Plan) was established
in accordance with section 260 of the Financial Markets
Conduct Act 2013 to enable non-executive directors to invest
a portion of their annual directors’ fees in Serko shares on
a monthly basis and over a fixed term of three years (Term).
Under the Plan, an independent broker automatically applies
the designated fees to the monthly acquisition of shares
on-market during the Term. Once a non-executive director
has entered the Plan, they have no ability to influence share
trading decisions and no ability to withdraw from the Plan
before the end of the Term. Further, the directors are not
permitted to trade any shares acquired under the Plan for the
duration of their tenure as directors of Serko (except in the
REMUNERATION POLICY
Serko has adopted a Remuneration Policy. The purpose of
the Policy is to outline the remuneration principles that apply
to all directors and employees to ensure that remuneration
practices within Serko are fair and appropriate and there is a
clear link between remuneration and employee performance.
Serko’s Remuneration Policy supports the company to attract,
retain and motivate high–calibre people to achieve the
company’s business objectives and create shareholder value.
Serko’s Remuneration Policy is guided by the principles that
remuneration practice should:
• Be clearly aligned with Serko’s values, culture and
corporate strategy;
• Support the attraction, retention and engagement
of employees;
• Be understood by employees;
• Be equitable and flexible;
event of a takeover). The Plan is intended to further align non-
executive directors’ interests with those of the shareholders
of the company and demonstrate non-executive directors’
support of Serko’s long-term strategy.
The non-executive directors are entitled to be reimbursed
for all reasonable travel, accommodation and other expenses
incurred by them in connection with their attendance at Board
or shareholder meetings or otherwise in connection with
Serko’s business. No retirement benefits will be paid to the
non-executive directors on their retirement.
The Board has agreed that the following fixed annual fees will
apply to all non-executive directors during FY19:
• Appropriately reflect market conditions and
organisational context;
• Recognise individual performance and competency,
rewarding individuals for achieving high performance; and
• Recognise team and company performance and the
creation of shareholder value.
The Remuneration Policy is available on the investor section of
the company’s website.
Under Serko’s remuneration framework, remuneration paid to
the Chief Executive Officer and senior officers includes a mix
of the following fixed and variable components:
• Fixed remuneration, which includes base salary
and employer KiwiSaver (or overseas equivalent)
contributions (where relevant).
• A discretionary short-term incentive (STI) may be
offered for permanent employees, at the discretion of
the Chief Executive Officer (or the Board in the Chief
PositionFees per annum
Board of DirectorsChairNZD$90,000
Non-executive DirectorsAUD$65,000
Audit & Risk CommitteeCommittee ChairAUD$10,000
Committee Member-
Remuneration & Nominations CommitteeCommittee ChairAUD$10,000
Committee Member-
Actual fees paid to non-executive directors during FY18 are set out in Serko’s latest Annual Report.
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Executive Officer’s and Chief Strategy Officer’s case).
Serko’s STI is performance based, with any STI payment
being conditional on satisfaction of pre-determined
company and individual performance objectives.
• A discretionary sales/business development incentive
(SIP) may be offered to sales and business development
staff, at the discretion of the Chief Executive Officer. The
structure of such incentives is approved by the Board.
The SIP is designed to incentivise sales and business
development staff to meet or exceed sales/business
development targets.
• A long-term incentive (LTI) may be offered, as approved
by the Board. Serko operates a long-term incentive
scheme in the form of a Restricted Share Scheme and has
recently introduced a United States (US) Share Incentive
Plan, under which it plans to offer US-based employees
options to acquire shares.
In addition, Serko may offer provisions that have a monetary
benefit to employees but which are not considered part of
remuneration.
Each year a review is carried out to benchmark salaries, with
market increases and adjustments made accordingly.
The Remuneration and Nominations Committee is
responsible for reviewing the remuneration of the company’s
senior executives in consultation with the Chief Executive
Officer. The company’s senior executives are subject to
regular performance reviews. The performance of senior
executives is reviewed by the Chief Executive Officer
who meets with each senior executive to discuss their
performance, as measured against key performance targets
(both financial and non-financial) previously established and
agreed with that executive. During the year ended 31 March
2018, performance reviews took place in accordance with
that process.
LONG-TERM INCENTIVE SCHEMES
Both the Restricted Share Scheme and the US Share Incentive
Plan are designed to: attract and retain key people within the
business; to align senior managers’ remuneration with long-
term shareholder value; and to reward the achievement of
Serko’s strategies and business plans.
Under the Restricted Share Scheme, participants are offered
ordinary shares with restrictive conditions. Restricted share
allocations generally vest three years after the allocation date.
Under the recently approved US Share Incentive Plan, it is
intended that participants are offered options to acquire
ordinary shares upon exercise of their options. At the date of
this Corporate Governance Statement no options have been
issued under this Plan.
With respect to Serko’s LTI Schemes, no director or employee
is permitted to enter into financial products or arrangements
that operate to limit the economic risk of their vested or
unvested entitlements.
EXECUTIVE DIRECTOR REMUNERATION
The executive directors, Darrin Grafton and Bob Shaw, receive
remuneration and other benefits in their respective executive
roles as Chief Executive Officer and Chief Strategy Officer
and, accordingly, do not receive director fees.
The FY18 remuneration mix for the executive directors
includes: a base salary, a short-term incentive up to a
maximum target value of 40% of base salary; and a long-term
incentive up to a maximum target value of 100% of base salary.
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The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each
executive director of Serko during, and in respect of, the financial period ended 31 March 2018:
During the period ended 31 March 2018, both Darrin Grafton’s and Bob Shaw’s variable remuneration components were based on
key performance indicators (KPIs) relating to:
• Delivery of operational value drivers linked to Serko’s strategy;
• Delivering shareholder value;
• Meeting performance targets in respect of customer satisfaction and retention; and
• Maintaining a positive and safe working environment.
Delivery of these KPIs is used to assess whether pre-performance hurdles are met in relation to the granting of long-term
incentives for the FY19 year and determining the individual component of any short-term incentive payable for the FY18 year. In
addition, pay out of any short-term incentive is dependent on meeting pre-determined revenue and EBITDA* targets during the
financial period.
The executive directors’ performance is reviewed by the Board annually. Following the financial period ended 31 March 2018,
performance reviews took place in accordance with that process.
No termination payments are payable to the executive directors in the event of serious misconduct.
Base Salary
1
Taxable
Benefits
2
SubtotalPay for Performance
Total
Remuneration
STILT I
5
Subtotal
Darrin Grafton$282,266$30,000$312,266$85,000
3
$41,900 in the
form of 54,460
restricted shares
$126,900$439,166
Bob Shaw$256,694$30,000$286,694$50,000
4
$20,950 in the
form of 25,103
restricted shares
$70,950$357,644
1 Base salary includes employer contributions towards KiwiSaver at 3%.
2 Taxable benefits include a car allowance, carpark and medical insurance.
3 The short-term incentive stated was earned in FY18 and will be paid in FY19. Darrin Grafton’s potential short-term incentive payment for FY18 was $120,000.
During the financial period, Darrin Grafton also received a short-term incentive of $21,000, which was earned in FY17 and paid in FY18.
4 The short-term incentive stated was earned in FY18 and will be paid in FY19. During the financial period, Bob Shaw also received a short-term incentive of
$10,500, which was earned in FY17 and paid in FY18.
5 The FY18 long-term incentive was granted in July 2017, following partial achievement of pre-grant performance targets based on FY17 performance. The
restricted shares will vest three years after the allocation date. The value stated is the gross amount earned.
* Earnings Before Interest, Taxation, Depreciation and Amortisation
22
Serko ESG
Serko Limited is committed to proactively and consistently
managing risk to:
• Enhance and protect Serko’s value by delivering on its
commitments and meeting stakeholders’ expectations;
• Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
• Ensure a safe and secure environment for Serko people
(employees and contractors) partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
Serko has designed and implemented a comprehensive risk
management framework for oversight and management of
financial and non-financial business risks, as well as related
internal compliance systems.
The Board has ultimate responsibility for Serko’s risk
management and internal control system, setting the ‘tone
at the top’ with regards to risk culture. The Audit and
Risk Committee, under delegation from the Board and in
conjunction with management, regularly reports to the Board
on the effectiveness of the company’s management of its
material business risks and whether the risk management
framework and systems of internal compliance and control are
operating effectively and efficiently in all material respects.
The Audit and Risk Committee conducts at least six-monthly
reviews of Serko’s risk management framework, risk appetite
and principal risks, to satisfy itself that the company’s
approach to risk continues to be sound.
Further details on Serko’s risks and risk management
processes are detailed on page 27 of this Report.
EXTERNAL AUDITOR INDEPENDENCE
Serko has adopted an External Audit Independence Policy that
requires, and sets out the criteria for, the external auditor to
be independent. The Policy recognises the importance of the
Board’s role in facilitating frank dialogue among the Audit and
Risk Committee, the auditor and management.
The Policy prescribes the services that can and cannot be
undertaken by the external auditor, which are designed to
ensure that services provided by Serko’s external auditor are
not perceived as conflicting with its independent role.
The Policy requires that the lead and engagement audit
partners be rotated after a maximum of five years so that no
such persons shall be engaged in an audit of Serko for more
than five consecutive years. In 2017, following a robust and
competitive tender process, Serko rotated its audit firm, in
accordance with this Policy and the NZX Listing Rules.
The Audit and Risk Committee Charter requires the
Committee to facilitate the continuing independence of
the external auditor by assessing the external auditor’s
independence and qualifications and overseeing and
monitoring its performance. This involves monitoring all
aspects of the external audit, including the appointment of
the auditor, the nature and scope of its audit and reviewing
the auditor’s service delivery plan. In carrying out these
responsibilities the Audit and Risk Committee meets regularly
with the auditor without executive directors or management
present and the lead audit partner has direct contact with the
Chair of the Audit and Risk Committee.
The auditor is restricted in the non-audit work it may perform,
as detailed in Serko’s External Audit Independence Policy.
In the last financial year, Serko’s external auditor did not
undertake non-audit work. For further details on the audit
fees paid and work undertaken during the period, refer to the
latest Annual Report. The Audit and Risk Committee regularly
monitors the ratio of fees for audit to non–audit work.
“Directors should have a sound
understanding of the material
risks faced by the issuer and
how to manage them. The Board
should regularly verify that the
issuer has appropriate processes
that identify and manage
potential and material risks.”
“The Board should ensure the
quality and independence of the
external audit process.”
Principle 6
Principle 7
23
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
Serko’s website is an important part of the company’s
shareholder communications strategy. Included on the
website is a range of information relevant to shareholders
and others concerning the operation of the company. In
addition, this year, Serko has prepared and published on its
website this Corporate Governance Statement, outlining its
governance practices.
Shareholders may, at any time, direct questions or requests
for information to directors or management through Serko’s
website or by sending an email to
investorrelations@serko.com.
Serko provides shareholders with the option to receive
communications from, and send communications to, the
Company and its share registrar electronically. A large
number of Serko shareholders have elected to receive
electronic communications.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Serko’s
Constitution and the NZX Listing rules, Serko refers major
decisions that may change the nature of Serko to shareholders
for approval.
Serko conducts voting at its shareholder meetings by way
of polls, reflecting the principle of one share, one vote.
Further information on shareholder voting rights is set out
in Serko’s Constitution.
ANNUAL SHAREHOLDERS’ MEETING
Serko’s 2018 Annual Shareholders’ Meeting will be held in
Auckland on 22 August 2018. Shareholders will be given an
opportunity at the meeting to ask questions and comment on
relevant matters.
In addition, Serko’s auditor, Deloitte, will be available to
answer any questions about its audit report. A Notice of
Meeting will be sent to shareholders in advance of the
meeting.
INTERNAL AUDIT FUNCTION
Serko does not have a dedicated internal auditor, instead
internal controls are managed on a day-to-day basis by the
finance team. Compliance with internal controls is reviewed
annually by Serko’s auditor.
INFORMATION FOR SHAREHOLDERS
Serko is committed to maintaining a full and open dialogue
with its shareholders (and other interested stakeholders).
The company has in place an investor relations programme to
facilitate effective two-way communication with shareholders.
The aim of the company’s communications programme is to
provide shareholders with information about the company
and to enable them to actively engage with the company and
exercise their rights as shareholders in an informed manner.
The company facilitates communications with shareholders
through written and electronic communications and by
facilitating shareholder access to directors, management and
the company’s auditor.
The company provides shareholders with communication
through the following channels:
• The investor section of the company’s website;
• Full-year and half-year reporting;
• The annual shareholders’ meeting;
• Regular disclosures on company performance and news
via stock exchange online disclosure platforms; and
• Disclosure of presentations provided to analysts and
investors during regular briefings.
“The Board should respect the
rights of shareholders and foster
constructive relationships with
shareholders that encourage
them to engage with the issuer.”
Principle 8
24
Serko ESG
RISK
MANAGEMENT
25
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
RISK MANAGEMENT
Serko Limited is committed to proactively and consistently
managing risk to:
• Enhance and protect Serko’s value by delivering on our
commitments and meeting stakeholders’ expectations;
• Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
• Ensure a safe and secure environment for Serko people
(employees and contractors), partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
RISK MANAGEMENT FRAMEWORK
Serko has designed and implemented a comprehensive risk
management framework for the oversight and management
of financial and non-financial business risks, as well as related
internal compliance systems that are designed to:
• Optimise the return to, and protect the interests
of, stakeholders;
• Safeguard the company’s assets and maintain its
reputation Improve the company’s
operating performance;
• Fulfill the company’s strategic objectives; and
• Manage the risks associated with Serko’s operations.
26
Serko ESG
STRATEGICOPERATIONALFINANCIALEXTERNAL
INHERENT RISKS OF DOING BUSINESS
APPROACH TO RISK MANAGEMENT:
RISK APPETITE
ZERO TOLERANCE:
OFF-STRATEGY, COMPLIANCE,
HEALTH AND SAFETY RISKS
TO BE AVOIDED
ARC
1
BI-ANNUALLY
ON-STRATEGY RISKS
CONTROL AND MITIGATION
PRINCIPAL RISKS
ARC BI-ANNUALLYCONTROL/DFA
2
FRAMEWORK
MONTHLY BOARD REVIEW
OPERATIONAL RISKS
PRINCIPAL RISKS
FINANCIAL RISKS
OPERATIONAL EXPOSURES
1 Audit and Risk Committee
2 Delegated Financial Authority
27
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
24
SOCIAL
08
PRINCIPAL BUSINESS RISKS:
Principal business risks for Serko are:
• Maintaining product integrity through protecting its
intellectual property against competition, protecting
the security of its systems and sensitive data against
cyber attacks and/or accidental disclosure and ensuring
continuity of service;
• Remaining a leader in corporate travel technology and not
being disrupted through the emergence of new technology
or competition;
• Achieving a sustainable financial position, while growing
into new markets, including the unpredictable sales
cycle and lead-time for on-boarding of TMCs’ corporate
customers, managing the reliance on TMCs and the
revenue concentration among the largest TMC customers;
• Retaining and attracting the resources and talent necessary
to deliver enhancements and manage the growth; and
• Non-controllable global geopolitical or environmental
impacts that could affect corporate travel volumes.
Serko has in place mitigation strategies, for managing each of
these risks. In addition to its key mitigation strategies Serko
maintains comprehensive insurance coverage. Serko manages
these risks to within Board-defined tolerances based on the
approved risk appetite statement.
HEALTH AND SAFETY RISKS
The Board and management have sought to establish leading
practices within Serko that promote a safe and healthy
working environment for everyone working in, or interacting
with, Serko’s business. Serko adopted a Health and Safety
Policy that requires Serko people to take all practicable steps
to provide a working environment that promotes health and
wellbeing, while minimising the potential for risk, personal
injury, ill health or damage. The Board reviews health and
safety reports at each Board meeting and oversees a detailed
programme of work to ensure Serko remains compliant
with its health and safety obligations under the Health and
Safety at Work Act 2015. In addition, the Remuneration
and Nominations Committee carries out a detailed review of
health and safety risks and strategy each quarter.
During the year Serko has overachieved against its health
and wellness targets of keeping sick leave taken to below
four days per person per year and had an overall lost time to
incidents rate of below 0.001 days per annum. Serko supports
its people with an outsourced globally accessible Employee
Assistance Programme, which is promoted within the team to
encourage usage. With a busy workplace, with high ambitions
and performance expectations, during the next financial
year Serko plans to run a wellness programme focusing on
improving individual resilience.
The Accident Compensation Corporation has conducted an
independent audit of Serko’s Health and Safety Management
system, awarding Serko with secondary accreditation. Our
next audit is scheduled for July 2018.
CYBER SECURITY RISKS
A key risk we face has been highlighted by the worldwide
increase in cyber attacks and several high-profile privacy
data breaches. Regulators are appropriately responding by
increasing penalties for such breaches and introducing new
legislative protections for the handling of private information.
Serko takes these risks seriously and has appointed a
dedicated Security Officer to manage these risks. It is also
ensuring its processes and software maintain the highest
standards of protection. Serko maintains its software to
be Payment Card Industry Data Security Standard (PCI)
compliant and has put in place processes to meet the European
Union’s General Data Protection Regulation standards coming
into effect 25 May 2018.
Serko Environmental, Social & Governance (ESG) 2018 Report
www.serko.com
---
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
Incorporated in New Zealand ARBN: 611 613 980
23 May 2018
Serko Limited – 2018 Annual Report
Dear Shareholder
We are pleased to advise you that Serko’s 2018 Annual Report for the financial year ended 31 March 2018 is now available on our
website at www.serko.co.nz/investor-centre.
All future Annual and Half-Year Reports prepared by Serko will similarly be made publicly available on our website (as noted above).
If, at any time, you wish to receive (free of charge) a printed or electronic copy of the 2018 Annual Report or any future Annual or Half-
Year Report, please update your communication preference by visiting the Link Market Services Limited (Link) Investor Centre at
https://investorcentre.linkmarketservices.co.nz. You will need your CSN/Holder number and Authorisation Code (FIN) to access to
your holding information.
Previous election no longer applies
Due to a recent regulatory change, Serko may make its Annual and Half-Year Reports available by electronic means, and only provide
printed copies to investors who have elected to receive them in that form. As a result of these new regulations, any previous
instructions you have given us in respect of sending printed copies of our Annual and Half-Year Reports will no longer apply. You will
need to make a new request in accordance with the instructions in this Notice if you wish to continue to receive hard copies.
Electronic investor communications
As an ecologically-minded technology company, Serko has a strong preference for investor communications to be distributed
electronically. If you have not already done so, we encourage you to receive investor communications from Serko via email. This is an
efficient and cost-effective method of communication. To receive future investor communications electronically (where possible),
please provide or update your details online at any time by visiting the Link Investor Centre (as noted above). Alternatively, please
complete this form and return it in the envelope provided.
I wish to receive all my investor communications electronically (by email), where possible, at the email address
stated below:
Email Address:
If you have any further questions please do not hesitate to contact Link directly.
Thanks again for your support of Serko.
Yours sincerely
Simon Botherway
Chairman
This Notice was given to you under regulation 61E of the Financial Markets Conduct Regulations 2014.
PLEASE ADDRESS ENQUIRIES TO:
Link Market Services Limited
PO Box 91976, Auckland 1142
Phone: +64 9 375 5998
Fax: +64 9 375 5990
Email: operations@linkmarketservices.co.nz
(insert Serko in the subject heading)
Website: linkmarketservices.co.nz
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.